Corporate
governance

Basic-Fit recognises the importance of good governance, and its vital role in ensuring integrity and maintaining open and transparent communications with stakeholders. Since last year, Basic-Fit’s corporate governance structure, its supervision, and how it is reported have all been in line with the new Dutch Corporate Governance Code 2025 (the Code). The Code contains principles and best practice provisions that regulate relations between the Management Board, the Supervisory Board and the General Meeting, with a focus on ensuring the continuity and growth of Basic-Fit, while the company endeavours to create sustainable long-term shareholder value.

Basic-Fit fully endorses the core principles of the Code and is committed to following the Code’s best practices to the greatest extent possible. However, in consideration of our own interests and the interests of our stakeholders, we deviate from a limited number of best practice provisions, which we specify and explain in the Corporate Governance declaration in this board report.

General

Basic-Fit N.V. is a public limited liability company incorporated under Dutch law on 12 May 2016. On 10 June 2016, part of the share capital of Basic-Fit was offered to the public in an Initial Public Offering, as a result of which 54,666,667 shares were listed on Euronext Amsterdam. On 9 June 2020, Basic-Fit issued 5,333,333 new shares as a result of which 60,000,000 shares were listed.

After that, on 23 April 2021, Basic-Fit issued 6,000,000 new shares as a result of which 66,000,000 shares are now listed on Euronext Amsterdam. Basic-Fit has a two-tier board structure, consisting of a Management Board and a Supervisory Board. The Management Board currently consists of two members, while the Supervisory Board has six members. The provisions of the Dutch Civil Code related to the large company regime (structuurregime) do not apply to Basic-Fit.

Management Board and Leadership Team

Duties

The Management Board is responsible for the day-to-day management of Basic-Fit. Its tasks include the overall management, performance and general affairs of Basic-Fit, the formulation and implementation of its strategy, policies and objectives, as well as the company’s results. The Management Board provides the Supervisory Board with information in a transparent way. The key items of information are the annual and long-term budgets, monthly management reports, quarterly reports and the board report, information on significant investments and expansion strategies, risk management and control reports, including risk, compliance and internal audit updates, together with major HR and IT issues and general presentations and updates from executive directors on the strategy for their individual fields of expertise, such as operations, finance, legal, ESG, Marketing, HR and IT. External advisors are also requested to provide the Supervisory Board with relevant information on the company, for example on its cyber security approach, business continuity approach or on new club concepts. Over the past year, the Management Board continued to devote specific and close attention to the approach and execution of Basic-Fit's strategy in light of the control of costs, enhancing the company's base processes and maturity and operational excellence, strengthening the approach of real estate management, facility management, supplier management and health & safety management. Furthermore, the Management Board devoted considerable focus to the acquisition of the Clever Fit Group (mainly Germany, Switzerland and Austria as well as in countries where the presence is smaller) and the development of a franchise model. In the meantime, the Management Board has a constant focus on and attention for the geopolitical and economic developments that the world faced in 2025. During 2025, Basic-Fit increased its own club count to net 85 clubs, acquire 454 Clever Fit franchised clubs and 39 Clever Fit owned clubs, and had increased its Basic-Fit member numbers to 4.82 million by the end of the year.

The Management Board is supervised by the Supervisory Board and has adopted rules (Management Board Rules) describing its duties, responsibilities, composition, decision-making and procedures. The Management Board Rules are adjusted in line with the Code 2025 and are available on the Basic-Fit corporate website.

Certain resolutions of the Management Board are subject to prior approval by the Supervisory Board. These resolutions are also outlined in the above-mentioned Management Board Rules and in Basic-Fit's articles of association, which you will find on the Basic-Fit corporate website.

In addition to the Management Board, a Basic-Fit Leadership Team was formed to assist with the definition of the strategy and the day-to-day execution of this strategy. The Leadership Team is composed of the members of the Management Board, these being the CEO and CFO, together with the COO and CCO. You will find more information on this in the Composition section. The Leadership Team rules are published on the Basic-Fit corporate website.

Appointment, dismissal and suspension

In accordance with the company's Articles of Association, the Annual General Meeting appoints the members of the Management Board (i) pursuant to and in accordance with a proposal of the Supervisory Board, or (ii) pursuant to a binding nomination to be drawn up by the Supervisory Board. A resolution of the General Meeting to appoint a member of the Management Board pursuant to and in accordance with a proposal of the Supervisory Board can be adopted by an absolute majority of the votes cast, irrespective of the capital present or represented at the meeting.

The Articles of Association give the General Meeting the authority to suspend or dismiss a member of the Management Board. Such a resolution of the General Meeting requires an absolute majority of the votes cast, and this majority must represent at least one-third of the issued share capital.

The Supervisory Board may also suspend a member of the Management Board at any time. The General Meeting may at any time discontinue a suspension by the Supervisory Board. Said suspension shall lapse automatically if the General Meeting does not resolve to dismiss said member of the Management Board within three months from the date of said suspension.

Composition

The Management Board of Basic-Fit consists of two or more members, and shall in any event include a CEO, who will act as chair.

As at 31 December 2025, the composition of the Management Board was as follows:

• René Moos (1963, Dutch) is Chief Executive Officer (CEO) and chair of the Management Board.

• Maurice de Kleer (1971, Dutch) is Chief Financial Officer (CFO).

The section on the Basic-Fit Management Board contains more information on their profile.

Both statutory members of the Management Board have entered into service agreements with Basic-Fit.
The CEO has been appointed for an indefinite period. As long as René Moos is a member of the Management Board of Basic-Fit, he will (i) be chairman of the Management Board and have the title of CEO; and (ii) have the power to represent Basic-Fit individually. This is in accordance with the Relationship Agreement (hereafter referred to as the ‘Relationship Agreement’), originally entered into between Basic-Fit and its main shareholders, 3i Group plc and funds managed by 3i's aggregate shareholding, previously named Mito Holdings S.a.r.l (hereafter 3i Group), and AM Holding BV (referred to hereafter as AM Holding) on 27 May 2016. If the Management Board consists of two members and the CEO has been suspended, the Management Board can only adopt valid resolutions to the extent required to continue the normal business operations of Basic-Fit, or to the extent required to safeguard the continuity of the business.

On 15 October 2024, the Extraordinary General Meeting approved the nomination of Maurice de Kleer as the successor to Hans van der Aar as CFO effective 1 January 2025. This was Maurice de Kleer's first appointment which commenced on the 1st of January 2025, for a period of four years in line with the Code, until the General Meeting to be held in 2028. This appointment can then be extended by the General Meeting for a four year consecutive period.

The Leadership Team, in addition to the members of the Management Board, consists of the COO and CCO. Redouane Zekkri is a key employee and part of Basic-Fit’s leadership Team in the role of Chief Operations Officer (COO) and Erica van Vonderen - Hahn is a key employee and part of Basic-Fit’s leadership team in the role of Chief Commercial Officer (CCO).

Remuneration

Information on the remuneration of the Management Board, Supervisory Board and Basic-Fit’s key employees can be found in the Remuneration Report.

Supervisory Board

Duties

The Supervisory Board is responsible for supervising and advising the Management Board, and for overseeing the general direction of Basic-Fit’s operations and strategy. In the performance of its duties the Supervisory Board is guided by the interests of Basic-Fit and its affiliated business, taking into consideration the interests of all Basic-Fit stakeholders. In addition, the Supervisory Board oversees the effectiveness of the Company’s internal risk management and control systems and the integrity and quality of the financial and sustainability reporting. The Audit and Risk Committee prepares the Supervisory Board’s decision-making in these areas and reports annually on the methods used to assess the effectiveness of the design and operation of internal risk management and control systems.

The Supervisory Board is responsible for the quality of its own performance. The Supervisory Board has adopted rules (Supervisory Board Rules) describing its duties, responsibilities, composition, decision-making and procedures. The Supervisory Board Rules have been adjusted in line with the Code and are available on Basic-Fit's corporate website.

Appointment, removal and suspension

The General Meeting appoints the members of the Supervisory Board pursuant to a binding nomination to be drawn up by the Supervisory Board, with due observance of the profile for the size and the composition of the Supervisory Board as adopted by the Supervisory Board from time to time.

In accordance with the Articles of Association, the General Meeting may only overrule the binding nature of such nominations by the Supervisory Board by resolution of the General Meeting adopted by an absolute majority of the votes cast, provided such majority represents at least one-third of the issued share capital.

If the General Meeting votes in favour of overruling the binding nature of the nomination by an absolute majority of the votes cast, but this majority does not represent at least one-third of the company’s issued share capital, then a new meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, irrespective of the capital present or represented at said meeting. In the notice convening the new meeting, it must be stated, giving the reason therefor, that a resolution may be passed by an absolute majority of the votes cast, irrespective of the part of the capital represented at the meeting.

If the Supervisory Board has not drawn up a binding nomination, the General Meeting is free to make such an appointment, provided that the appointment is subject to and in accordance with the requirements under applicable law, and further provided that such resolution of the General Meeting is adopted by an absolute majority of the votes cast, representing at least one-third of the company’s issued capital.

Each member of the Supervisory Board is appointed for a maximum period of four years, with reappointment options in line with BPP 2.2.2 of the Code. A rotation schedule has been put in place to avoid, as far as possible, a situation in which multiple members of the Supervisory Board are due for reappointment in the same year.

The Articles of Association give the General Meeting the authority to suspend or dismiss a member of the Supervisory Board. In accordance with the Articles of Association, a resolution of the General Meeting to suspend or dismiss a member of the Supervisory Board pursuant to and in accordance with a proposal thereto by the Supervisory Board requires an absolute majority of the votes cast. However, such a resolution of the General Meeting other than one pursuant to and in accordance with a proposal thereto by the Supervisory Board requires an absolute majority of the votes cast, which majority must represent at least one-third of the company’s issued share capital.

Composition

The Supervisory Board must consist of a minimum of three members. The number of members is to be determined by the Supervisory Board. The profile of the Supervisory Board is available on Basic-Fit's corporate website. On 31 December 2025, the Supervisory Board consisted of six members. In accordance with the Relationship Agreement, one Supervisory Board member is appointed upon nomination by AM Holding. Hans Willemse was designated for nomination by AM Holding. As AM Holding holds more than 10% of the shares in Basic-Fit, Hans Willemse is deemed not to be independent within the meaning of best practice provision 2.1.8. vii of the Code. The right of AM Holding to designate one member for nomination and replacement will lapse if AM Holding ceases to own or control, directly or indirectly, at least 12.5% of the outstanding share capital of Basic-Fit.

Herman Rutgers was the Supervisory Board member who served as an industry expert until the General Meeting of 6 May 2025. Pursuant to the Relationship Agreement, the proposal for appointment by the Supervisory Board of the industry expert requires the consent of the member of the Supervisory Board designated for appointment by AM Holding. At the General Meeting of 6 May 2025, Herman Rutgers stepped down and Rob Schilder was appointed as new Supervisory Board member.

As at 31 December 2025, the composition of the Supervisory Board was as follows:

Information on the remuneration of the members of the Supervisory Board can be found in the Remuneration Report.

Committees of the Supervisory Board

The Supervisory Board has established two committees: the Audit & Risk Committee and the Selection, Appointment & Remuneration Committee. The function of these committees is to support the decision-making process of the Supervisory Board. The roles and responsibilities of each committee, as well as its composition and how it performs its duties, are set out in the respective charters of the committees, which have been published on Basic-Fit's corporate website.

Audit & Risk Committee

The Audit & Risk Committee assists the Supervisory Board in monitoring Basic-Fit’s system of internal controls, the effectiveness of the Company’s internal risk management and control systems and the integrity and quality of the financial and sustainability reporting, as well as the risk management approach towards operational, compliance and strategic risks. In this respect, the committee monitors the content of the financial and sustainability statements, and the assessment and mitigation of Basic-Fit’s business and financial and sustainability reporting risks. In addition, the Audit & Risk Committee assists the Supervisory Board by advising it on matters such as the company’s policy on tax planning; the financing of the company; the company’s compliance with applicable laws and regulations; the company’s integrity policy; the company’s disclosure of financial information, including the company’s accounting principles; the recommendation for the appointment of the company’s external auditor to the General Meeting, as well as assessing the independence of the external auditor; compliance with recommendations from the company’s external auditor; plus the review of the internal risk management and control systems, and IT and business continuity safeguards. This practice is in line with the recently adopted Dutch Corporate Governance Code (2025), which requires the Management Board to identify and analyse risks across strategic, operational, compliance, and reporting risk categories, establish the risk appetite, and implement measures to manage and control these risks and which requires the Supervisory Board, via the Audit & Risk committee, to monitor the methods of the Management Board and its effectiveness.

The Audit & Risk Committee will meet as often as circumstances dictate, but in any event no less than four times a year.

Selection, Appointment & Remuneration Committee

The Selection, Appointment & Remuneration Committee advises the Supervisory Board on the remuneration of individual members of the Management Board; monitors Basic-Fit’s remuneration policy; and reviews and recommends policies relating to the compensation of the members of the Management Board. In addition, the Selection, Appointment & Remuneration Committee monitors the succession plans for the Management Board and the Supervisory Board and advises the Supervisory Board on the selection criteria and appointment procedures for members of the Management Board and the Supervisory Board, as well as on proposals for appointments and reappointments.

Conflicts of interest

Basic-Fit’s Management Board and Supervisory Board rules include provisions on the procedures to be followed in the event of a conflict of interest. Basic-Fit applies a related party policy to set out the internal rules for related party transactions in line with all applicable legislation and the Code.

A member of the Supervisory or Management Board is not deemed to have a conflict of interest solely by reason of their affiliation with a direct or indirect shareholder. Any potential conflict of interest must be reported immediately to the other Supervisory Board members and/or the chairman of the Supervisory Board.

Basic-Fit leases a number of premises for its clubs, as well as its international head office, from companies that are directly or indirectly owned by the CEO, René Moos.

All transactions as stipulated above between Basic-Fit and the holders of at least 10% of the shares are listed in note 8.3 to the consolidated financial statements. All these transactions are related to board members and are agreed on terms that are customary in the sector concerned. In entering into these transactions, Basic-Fit complied with the best practice provisions 2.7.3, 2.7.4 and 2.7.5 of the Dutch Corporate Governance Code. There have been no material related party transactions that do not follow normal business dealings or that are not entered into under normal market conditions with related parties as defined in article 2:167 of the Dutch Civil Code.

Insider trading

The Management Board adopted insider trading regulations at the moment of the company's listing. It is Basic-Fit’s policy that all employees, and anyone else with any other type of relationship of authority with Basic-Fit, will adhere to these regulations, which can be found on Basic-Fit’s corporate website.

Diversity in profiles and composition

Basic-Fit values diversity across gender, age, nationality, education, and background as essential to our sustainable long-term strategy. Diversity and inclusion are core values reflected in our relationships with members, employees, and stakeholders. We believe different perspectives, backgrounds, and experiences strengthen our ability to innovate and connect with customers who reflect society's diversity.

The Dutch Diversity Act (2022) requires listed companies to maintain balanced gender representation in governance and establish ambitious targets for management diversity. Basic-Fit complies fully with these requirements and reports progress annually to the Social and Economic Council (SER).[BH1]

Basic-Fit should establish an appropriate and ambitious target to promote gender diversity on the Management Board and in categories of employees in management positions to be determined by the company itself. In doing so, Basic-Fit should take into account the size of the board or committee and the existing divisions, plus the target should be aimed at making the existing situation more balanced. For this purpose, Basic-Fit has drawn up a plan with targets and measures to achieve these targets. This plan has been approved by the Management Board and the Supervisory Board.

The Supervisory Board has formulated a profile defining its size and composition, taking into account the nature of Basic-Fit and its activities. The composition of the Supervisory Board and the combined diverse mix of knowledge, skills, experience and expertise should be such that it fits the profile and the strategy of Basic-Fit.
Basic-Fit has a diversity policy approved by the Supervisory Board to promote diversity within its main corporate bodies, these being the Management Board and the Supervisory Board. The preferred composition of the Supervisory Board and the Management Board shall be such that the combination of experience, expertise, independence and the diversity of its members meets the qualifications as stipulated in the profile and the diversity policy, and enables both the Management Board and the Supervisory Board to carry out their duties and responsibilities in the best possible way. In the event of a new appointment, both bodies will take into account the most relevant profile aspects that should be added for a balanced composition.

In addition to this, the company has implemented an extended Diversity & Inclusion (D&I) policy. Diversity and inclusion are deeply rooted in our values and strategic pillars. Our behaviour ensures that we not only continuously promote an inclusive environment, but also leads to a future in which fitness is accessible to all. On the D&I front, we do this by: 1) Empowering everyone to be heard, 2) Removing barriers to entry and 3) Setting clear ambitions and committing to them. Basic-Fit adapted the diversity policy applying to the year 2025 in 2023. The policy is again updated in February 2026. The company will continue to collect feedback and use it to further strengthen its approach to diversity and inclusion.

At Basic-Fit, we believe that differences make us stronger and better and we stand for equal opportunities for everyone. We strive for an inclusive culture, in which differences are recognised, valued and exploited. This applies to our members, our employees and our partners. It is important that employees are competent, but also that they differ from each other and that we create the space for them to express these differences. Different perspectives, backgrounds, knowledge and experiences contribute to the realisation of Basic-Fit’s objectives when they are used in a positive way and used in innovative, sustainable solutions that connect with our customers, who are a reflection of society.

Gender diversity within Basic-Fit

Basic-Fit workforce

Basic-Fit empowers both male and female talent to develop and grow. For the Basic-Fit employee group as a whole, the gender diversity ratio is currently as follows: at the end of 2025, the entire Basic-Fit workforce consisted of 49% women and 51% men, the same as the start of the year. Women hold 44% of all leadership positions across the organisation—a strong balance we are committed to maintaining.

Supervisory Board

Our six-member Supervisory Board includes two women and four men, meeting the statutory requirement of at least one-third female representation. Basic-Fit therefore meets the gender diversity targets stipulated for the Supervisory Board of 33.3% female and male presence.

Management Board and Leadership Team

The statutory Management Board consisted of two members until 31 December 2025, they were René Moos the CEO, and Maurice de Kleer the CFO, who started on 1 January 2025. There have been no other (new) vacancies in the Management Board in the past year. In addition to the two statutory directors, the leadership team also consists of two non-statutory directors, Erica van Vonderen - Hahn, the CCO, and Redouane Zekkri, the COO. Together they represent the daily management of Basic-Fit. The Leadership Team currently consists of three men and one woman, keeping the female representation at 25%.

Middle management

For the determination of the middle management level at Basic-Fit, all persons from scale 18 in the Basic-Fit job classification system, which only includes managerial positions, are taken into account. In 2025, the middle management consisted of 38% women and 62% men.

All gender diversity targets as set in the plan for 2025 have therefore been met.

When considering vacancies, finding a person with the required skills, expertise, experience and independence and all other aspects of diversity, such as gender, age and nationality, will remain an important consideration in the selection process for the (re)appointment of members of the Supervisory Board, Management Board, key employees and other senior directors and managers. The size and composition of the Supervisory Board and Management Board, and their combined experience and expertise, should be such that they best fit the profile and strategy of Basic-Fit.

Gender diversity targets

For the coming year, Basic-Fit has formulated appropriate and ambitious targets for the m/f ratio in its Leadership team, the Supervisory Board and its middle management level. In the field of diversity, equality and inclusion, Basic-Fit has defined the following objectives:

• Maintain total workforce gender balance of between 45-55% for both men and women

• Achieve at least one-third female and one-third male representation in the Supervisory Board, Leadership Team, and middle management

• Ensure equal pay for equal work

• Provide a safe, discrimination-free working environment

• Guarantee fair and equal access to opportunities

• Develop leadership that champions diversity values.

We continuously refine our policies based on employee feedback to strengthen our diversity outcomes. Basic-Fit has been able to achieve many of its objectives. Even so, we will continue to look at how we can do even better. In the coming years, we will devote attention to the further development of (gender) diversity in the leadership team, which does not yet meet these objectives. The Leadership Team is small. Since 2023 the Leadership Team has functioned with four people, with a representation of 25% women. We do not foresee a change in this in the short term, but if there is a change in the current composition, or an expansion of the leadership team, then the focus will be on the further promotion of diversity in the team on all fronts, including an increase in female representation.

Specific gender diversity targets for 2026 and developments in 2025

Policies and measures to achieve the objectives

Leadership Commitment

Basic-Fit's leadership team champions diversity and inclusion as integral to our vision and mission. Our workforce composition reflects our diverse membership base, maintaining a balanced gender distribution across all levels. The Leadership Team, supported by operational and staff department heads, ensures D&I principles are embedded throughout our strategic implementation. Gender diversity requirements are incorporated into all Supervisory Board and Management Board candidate profiles and selection processes.

At Basic-Fit there has been a healthy and equal balance between men and women for many years. At Basic-Fit, we attach great importance to the development of talent and the preparation for managerial roles from within. We also devote a great deal of attention specifically to the role of women, thanks to which there is already a high representation of women in Basic-Fit’s overall management. The management devotes constant attention to succession in the daily management and finds it extremely important to give space to a diverse composition of people in terms of talent, expertise and background, with equal opportunities for everyone, also taking into account female talent.

• Basic-Fit conducts an annual employee satisfaction survey among the entire workforce, which also includes the topics of safety, culture, diversity and inclusion. The results are analysed and these also determine any measures to promote diversity.

• D&I is included in the profile for the Supervisory Board and the Management Board, and must be guaranteed in the longlist and shortlist of candidates for appointments.

• If necessary and relevant, Basic-Fit invites an external D&I expert to further explore topics, investigate or shape measures.

• Basic-Fit constantly evaluates and monitors inclusive policies for employees.

Workplace culture

We are committed to providing a safe, inclusive environment free from discrimination, harassment, and undesirable behaviour. Our Code of Conduct establishes clear standards, supported by confidential advisors and our Speak-Up policy. Through inclusive communication across our platforms—from Orange Connect (our intranet) to social media—we showcase diverse role models and ensure our messaging resonates with candidates across all backgrounds, ages, and identities.

The Basic-Fit code of conduct is the guideline for our actions and decisions and helps us to do our work well, carefully and with integrity. The Code of Conduct devotes explicit attention to a safe and pleasant working environment, discrimination and exclusion. In the event of experiences with undesirable behaviour, such as bullying or discrimination, employees can contact a confidential advisor. The function of confidential advisor is fulfilled by various people in the organisation and in HR. In addition, Basic-Fit has a Speak-Up policy, on the basis of which employees can report any violation of Basic-Fit's integrity policy.

D&I throughout the employee lifecycle

We use gender-neutral language in all communications and feature diverse employee stories quarterly across LinkedIn, career websites, and our intranet. Our corporate website transparently communicates our D&I objectives.

Selection
Objective assessments and bias-free processes ensure fair evaluation. Hiring managers and external agencies receive clear expectations regarding diverse candidate pools.

Onboarding
Our comprehensive introduction (onboarding) programme ensures all new employees understand our values, expectations, and available support from day one.

Learning & Development
All employees participate in foundational training programmes and have access to learning platforms that support career development. We continuously evaluate our approach to strengthen equitable access to professional growth opportunities.

Compensation & Recognition
Following our 2022 salary benchmark study and job classification review, we conduct regular pay equity analyses to ensure equal compensation for equal work regardless of gender.

Performance & Progression
Our 2025 Workday-based talent identification and succession planning programme provides equal advancement opportunities. Managers receive training in objective, inclusive performance assessment.

Exit & Learning
We systematically analyse exit interviews and surveys to identify inclusion gaps and inform policy improvements.

Our annual employee satisfaction survey measures progress on safety, culture, diversity, and inclusion, with results driving continuous improvement.

Furthermore, you will find additional information on age, gender, nationality and background in the Non-financial section of this annual report. Basic-Fit is proud that our workforce clearly reflects the diversity of people in our society and our member base

General Meeting of Shareholders

The Annual General Meeting of Shareholders (hereinafter referred to as the ‘General Meeting’) must be held within six months of the end of each financial year. An Extraordinary General Meeting (EGM) may be convened whenever the Supervisory Board or Management Board deem this to be in the interests of Basic-Fit. Shareholders who, individually or jointly, hold at least 10% of the issued and outstanding share capital may request that a General Meeting be convened. If no General Meeting has been held within eight weeks of the shareholders’ request, the shareholders may, upon request, be authorised by a District Court in summary proceedings to convene a General Meeting.

Notice of a General Meeting must be given 42 days prior to the day of the meeting. The notice must include, among other items: an agenda indicating the place and time of the meeting; the items for discussion and voting; the procedures for registration, including the registration date; and any proposals for the agenda. Shareholders who, individually or jointly, represent at least 3% of the issued and outstanding share capital may request that an item be added to the agenda. Such requests must be made in writing, have to be either substantiated or include a proposal for a resolution, and must be received by Basic-Fit at least 60 days prior to the day of the General Meeting.

Admission to General Meetings

The General Meeting is chaired by the chair of the Supervisory Board. Members of the Management Board and Supervisory Board may attend the General Meeting and shall have an advisory vote. The chair of the General Meeting may decide at their discretion to admit other persons to the General Meeting. Each shareholder, as well as other persons with voting or meeting rights, may attend the General Meeting, address the General Meeting and (insofar as they have such a right) exercise voting rights pro rata to their shareholding, either in person or by proxy. Shareholders may exercise these rights if they are the holders of ordinary shares on the registration date (currently the 28th day before the day of the meeting) and if they or their proxy have notified Basic-Fit of their intention to attend the meeting, in writing to the address and by the date specified in the notice of the meeting.

Voting rights

Each shareholder may cast one vote in a General Meeting for each ordinary share held. Pursuant to Dutch law, no votes may be cast at a General Meeting in respect of ordinary shares held by the company. Resolutions are adopted by absolute majority, except where Dutch law or the Articles of Association provide for a qualified majority.

Powers of the General Meeting

The most important matters requiring the approval of the General Meeting include:

• Adoption of the financial statements

• Resolution on the reservation or distribution of the profits

• Adoption of the remuneration policy for the Management Board and the Supervisory Board

• Appointment of the external auditor

• Authorisation for the Management Board to issue shares, to restrict or exclude the pre-emptive rights of shareholders, and to repurchase shares

• Appointment, suspension or dismissal of members of the Management Board

• Appointment, suspension or dismissal of members of the Supervisory Board

• Amendment of the company’s Articles of Association

Furthermore, the General Meeting is asked to provide the company with an advisory vote on the remuneration report, in line with the requirements of article 2:135b of the Dutch Civil Code. You will find further details in the Articles of Association, which are published on Basic-Fit's corporate website.

Share capital

Basic-Fit’s authorised share capital consists of 150,000,000 ordinary shares, each with a nominal value of €0.06. On 31 December 2025, a total of 66,000,000 shares had been issued. The authorised share capital of the company consists solely of ordinary shares. All issued shares are fully paid up and each share confers the right to cast a single vote in the General Meeting. The General Meeting may resolve to issue shares, or grant rights to subscribe for ordinary shares, if this is proposed by the Management Board and the proposal has been approved by the Supervisory Board.

Issuance of shares

The Articles of Association provide that the General Meeting may designate the Management Board as the competent body authorised to resolve to issue ordinary shares or grant rights to subscribe for ordinary shares.

Pursuant to the Code and the Articles of Association, the period of such designation may not exceed five years. The number of ordinary shares to be issued by the Management Board must be determined at the designation. If the Management Board has been designated as the competent body authorised to issue ordinary shares, the resolution to issue ordinary shares is subject to the prior approval of the Supervisory Board.

The General Meeting designated the Management Board for a new period of five years from 6 May 2025 (i.e. until 5 May 2030), subject to the approval of the Supervisory Board, as the competent body to (i) resolve to issue shares, and (ii) grant rights to subscribe for shares, up to a maximum of 1% of the fully diluted outstanding share capital, either at the time of issue or at the time of granting rights to subscribe for shares, and (iii) to exclude or limit pre-emptive rights to subscribe for shares in the event that the issue of granting of rights to subscribe for shares takes place in connection with the Performance Share Plan or any other employee participation plan.

Furthermore, the General Meeting designated the Management Board for a period of 18 months from 6 May 2025 (i.e. until 5 November 2026), subject to the approval of the Supervisory Board, as the competent body to (i) resolve to issue shares, and (ii) grant rights to subscribe for shares up to a maximum of 10% of the issued share capital, at the time of the issue or at the time of granting rights to subscribe for shares; and (iii) to exclude or limit pre-emptive rights thereto.

Pre-emptive rights

Each shareholder has a pre-emptive right to subscribe, on a pro-rata basis, to any issuance of new ordinary shares, or, upon the granting of rights, to subscribe for ordinary shares. Pre-emptive rights can be limited or excluded. Exceptions to these pre-emptive rights include the issuance of ordinary shares and the granting of rights to subscribe for ordinary shares (i) to Basic-Fit’s employees, (ii) in return for non-cash consideration or (iii) to persons exercising a previously granted right to subscribe for ordinary shares.

Acquisition of own shares

Basic-Fit may repurchase fully paid-up ordinary shares at any time for no consideration ('om niet'); or for consideration, subject to the approval of the General Meeting, certain provisions of Dutch law and the Articles of Association, and the prior approval of the Supervisory Board. Basic-Fit may not cast votes on ordinary shares it holds itself, nor is it entitled to dividends paid on those ordinary shares, nor will such shares be counted for the purpose of calculating a voting quorum. The ordinary shares held by Basic-Fit will not be included in the calculation of the profit distribution. On 6 May 2025, the General Meeting authorised the Management Board to repurchase shares in the share capital of Basic-Fit for a period of 18 months (i.e. until 5 November 2026), up to a maximum of 10% of the issued share capital.

Transfer of shares and transfer restrictions

The transfer of ordinary shares in the share capital of Basic-Fit included in the Statutory Giro System must take place in accordance with the provisions of the Dutch Securities Giro Act (‘Wet giraal effectenverkeer’). The Articles of Association do not restrict the transfer of ordinary shares in the capital of Basic-Fit. Basic-Fit is not aware of any agreement pursuant to which the transfer of ordinary shares in the share capital of the company is restricted, other than lock-up arrangements for the Management Board in line with the long-term share incentive plan described in the Remuneration Report.

Dividend policy

It is laid down in the Basic-Fit Articles of Association that if profits are made, the Basic-Fit Management Board can define which part of these profits will be reserved. Profits that are not reserved in this context are available to the General Meeting, which can decide to pay out dividends based on a proposal of the Management Board that has been approved by the Supervisory Board.

Basic-Fit has published its dividend policy in the Shareholder Information section of its corporate website. This states that given the current growth and capital allocation strategy, the primary use of cash for the short-term will be for growth investments and for reducing the net debt to adjusted EBITDA ratio of the company. As a result, Basic-Fit does not anticipate paying out any dividends in the short to medium term. Capital will be invested with strict financial discipline and applying the targeted return thresholds. Basic-Fit expects to introduce dividend payments in the future, although any dividend proposals will be carefully assessed against other uses of cash, including an acceleration of the club rollout, repayment of debt, share buybacks and acquisitions.

External auditor

The General Meeting appoints the external auditor. For the 2025 financial year, the General Meeting appointed EY Accountants B.V. (EY) as Basic-Fit’s external auditor. The external auditor may be questioned at the General Meeting regarding its audit opinion on the financial statements. The external auditor is therefore invited to attend, and is entitled to address, the General Meeting. At the AGM of April 2024, PwC was appointed as the successor to EY, commencing at the start of the 2026 financial year. PwC therefore started its onboarding process over the past year.

Internal risk management and control systems

For more information on Basic-Fit’s risk and control framework, please see the Risk Management chapter.

Change of control arrangements

Change of control arrangements have been included in Basic-Fit’s financing facilities, as well as some of Basic-Fit's lease agreements. These arrangements could result in the termination of these agreements in the event of a change of control.

Corporate governance declaration

The Management Board and Supervisory Board, who are jointly responsible for Basic-Fit’s corporate governance structure, recognise the importance of good corporate governance. We fully endorse the core principles of the Code and are committed to adhering to the best practices set out in the Code as much as possible. We believe that we are applying almost all of the principles and best practice provisions of the Code. However, in the interest of Basic-Fit and its stakeholders, Basic-Fit deviates from the following best practice provisions:

Best practice provision 2.2.1 Appointment and reappointment periods – Management Board members:

‘A management Board member is appointed for a maximum period of four years. A member may be reappointed for a term of not more than four years at a time, which reappointment should be prepared in a timely fashion. The diversity objectives from best practice provision 2.1.5 should be considered in the preparation of the appointment or reappointment.’

This provision provides that a member of the Management Board may be appointed for a maximum period of four years. René Moos has been appointed for an indefinite period of time, given his position as CEO/co-founder before the company's listing, The service agreements for the CEO is for an indefinite period of time, thereby maintaining the same term included in his employment agreements with Basic-Fit before its conversion into a public limited liability company. Currently, there are no women present in the Management Board; however, there is one woman in the extended Leadership Team. The other principles in the diversity policy are respected and well represented within this Management Board. At the EGM of 15 October 2024, Maurice de Kleer was appointed as the successor to Hans van der Aar in the role of CFO effective 1 January 2025. Maurice has been appointed for four years in line with the guidance in the Code.

Best practice provision 2.3.2 Establishment of committees:

‘If the Supervisory Board consists of more than four members, it should appoint from among its members an audit committee, a remuneration committee and a selection & appointment committee.’

The Supervisory Board has combined the functions and responsibilities of the Remuneration Committee and the Selection & Appointment Committee in one committee: the Selection, Appointment & Remuneration Committee.

Best practice provision 4.2.3 Meetings and presentations:

‘Analyst meetings, analyst presentations, presentations to institutional or other investors and press conferences should be announced in advance on the company's website and by means of press releases. Analysts’ meetings and presentations to investors should not take place shortly before the publication of the regular financial releases. All shareholders should be able to follow these meetings and presentations in real-time, by means of webcasting or telephone or otherwise. After the meetings, the presentations shall be posted on the company’s website.’

This provision provides that all shareholders should be able to follow all Basic-Fit meetings with and presentations to analysts and investors, as well as presentations related to press releases in real time. Basic-Fit does not offer this possibility for all presentations and therefore does not comply with this provision. However, the presentations are made available on Basic-Fit’s website after the meetings.

Corporate governance statement

The Code requires companies to publish a statement regarding their approach to corporate governance and compliance with the Code. This is referred to in Article 2a of the Decree on the contents of the management report (‘Besluit inhoud bestuursverslag’) as last amended in 2022. The information required to be included in this corporate governance statement as described in articles 3, 3a and 3b of the Decree, which are incorporated and repeated here by reference, can be found in the Corporate Governance section. Major shareholders are obliged to give notice of interests exceeding certain thresholds to the Dutch Financial Markets Authority (AFM).

1. These are the interests reported to the AFM’s register of substantial interests per 31 December 2025. These figures do not necessarily reflect the actual shareholding in the company due to the requirements to notify the AFM. In the table, the interest of ‘R.M. Moos’ refers to the direct and indirect interests of AM Holding in the company. The register of Director's interests also shows other direct or indirect shareholdings of R.M. Moos.

Special rights of control and limitation on voting rights

Basic-Fit has not issued shares to which special rights of control are attached, and there are no limitations on the voting rights attached to the shares in Basic-Fit.