Remuneration report

This report was prepared by the Management Board and the Supervisory Board's Selection, Appointment & Remuneration Committee. The Selection, Appointment & Remuneration Committee makes recommendations to the Supervisory Board regarding the remuneration policy, as adopted by the General Meeting, for the Management Board and Supervisory Board, and how to apply the remuneration policy to the remuneration of the individual Management Board members.

This remuneration report combines both the requirements for the Selection, Appointment & Remuneration Committee to prepare a remuneration report in line with the Code, as well as the requirements for the Management Board to prepare a remuneration report in line with Book 2 of the Dutch Civil Code.

This remuneration report is published on the Basic-Fit corporate website as part of the board report.

The remuneration report will be submitted to the General Meeting of 6 May 2026 for an advisory vote.

Remuneration policy

The Remuneration policy in place was approved by the General Meeting on 26 April 2024, with retroactive effect to the start of the year. Any subsequent amendments are subject to the approval of the General Meeting.

In the formulation of the remuneration policy, the company took into account previous comments and suggestions from shareholders. In previous General Meetings, no comments were made regarding the remuneration policy or the remuneration report.

At the General Meeting of 6 May 2025, the shareholders were asked to give an advisory vote on the remuneration report for the year 2024. Of the represented share capital, 91.35% voted in favour of the remuneration report. Furthermore, the revised remuneration policy for the Management Board and Supervisory Board were adopted by 94.63% and 97.58% respectively of the represented capital at the AGM in 2024. The size of these votes gave sufficient comfort that the proposed remuneration package for 2025 for the Management Board and the Supervisory Board and the approach to the variable remuneration elements were in line with the remuneration policy, and enjoyed the consent and support of the General Meeting. Therefore, the advice was taken into account and the remuneration package for 2025 was implemented as proposed.

The remuneration policy aims to attract, retain and reward highly qualified executives with the required background, skills and experience needed for a company the size and complexity of Basic-Fit. The policy is transparent and aligns the interests of the company, shareholders and other stakeholders. Variable compensation is an important part of the total package. The policy focuses on the medium and long term and aims to deliver long-term value creation and sustainable performance in line with Basic-Fit's strategy.

Consistent with the best practice principles of the Code, the first part of this remuneration report describes the remuneration policy for the members of the Management Board, while the second part sets out how the remuneration policy was implemented in 2025. The report concludes with the details of the remuneration policy for the Supervisory Board and how this remuneration policy was implemented in 2025.

Benchmark assessment

The level of remuneration of the members of the Management Board is determined on the basis of a range of factors, including a periodic benchmark assessment performed on a regular basis to assess the market comparability of the remuneration package. At the General Meeting of 2024, the last remuneration policy, including a benchmark assessment was approved at the General Meeting of 2024. The total package of remuneration components were taken into account and benchmarked against a selected peer group. For the year 2025 the 2024 remuneration policy applies. The peer group for the year 2025 remains unchanged as was approved at the AGM of 2024, taking into account that JustEat Takeaway was delisted in 2025. The comparability guidance remained unchanged, taking into account the industry, geography, ownership structure and size parameters. To capture the various market dynamics and competitive perspectives, both international sector-specific companies and Dutch general market companies were included in the remuneration peer group, based on their comparability to Basic-Fit. To determine the peer group, the audit firm advising Basic-Fit applied a range of size parameters, from 2.5 times smaller to 2.5 times larger than Basic-Fit in terms of employees, net revenue and total assets. For market capitalisation, they applied a range of between 0.25 and 4.0 times Basic-Fit's market capitalisation.

The Management Board and Supervisory Board performed a new assessment in early 2026. The purpose of this assessment was to determine if the remuneration package for the Management Board, mainly for the newly appointed CFO in January 2025 – was still in line with the peer group. This benchmark showed that the Total Direct Compensation (TDC) of the CFO is currently considerably below the median of the peer group. Considering these findings, the Supervisory Board will propose at the AGM on 6 May 2026, to approve an adjusted remuneration policy where the variable remuneration for the CFO will be brought in line with the variable remuneration percentages of the LTIP for the CEO. That means that the current LTIP of 60% of base salary at target, is proposed to be brought to 75% of base salary, which for this element is still below the median (of 100% for the LTIP). The rest of the remuneration policy would remain essentially unchanged, except for some practical improvements. The TDC at target will then become just above the median of the peer group (56th percentile) and contains an attractive and competitive remuneration package once approved. Further information will be provided in the convocation for the AGM of 6 May 2026.

The CEO waives all increases in his remuneration package for 2026 and requested not to adjust the conditions for his remuneration package.

1. Delisted in 2025

Pursuant to the remuneration policy, the remuneration packages of the members of the Management Board consist of fixed and variable components. The variable remuneration is linked to predetermined, assessable and influenceable targets, which are predominantly of a long-term nature. It should be taken into account that the CEO has a considerable stake in the company (11.7% at the end of 2025), which strengthens the vision of a sustainable long-term value creation strategy for the company and is also reflected in the short-term and long-term performance targets for the Management Board.

The principle to be applied according to the remuneration policy 2024 is that the remuneration of the Management Board should be aimed around the median of the peer group. In the last benchmark assessment, the average positioning of Basic-Fit within the remuneration peer group based on 2023 figures used for the benchmark assessment, was in the 58th percentile of the total peer group and just above median in the Dutch peer group, based on the size parameters market capitalisation, net revenues, total assets and number of employees.

In the remuneration policy 2024, the Supervisory Board took into account possible outcomes of the variable remuneration elements and how they may affect the remuneration of the members of the Management Board. In addition to this, the development of the share price is taken into account in the structure of the policy and the annual assessment of the application of the policy to the remuneration of the Management Board. Each year, the Selection, Appointment & Remuneration committee discusses whether the remuneration policy is still suitable for the level and size of the company. For the years 2021 until 2025, taking into account the uncertain situation of the past years, the focus on recovery and the share price development that reflected this uncertainty, the CEO waived all increases of salary. The same applies for both the CEO for the year 2026. For the CFO, an increase in base salary of 7% is proposed and approved for 2026. This increase is accompanied by the agreement to not increase the base salary for the CFO for 2027.

Pay Ratio

In determining the remuneration of the Management Board, the Supervisory Board also considers the impact of the overall remuneration of the Management Board on the pay differential within Basic-Fit. In line with the Code, Basic-Fit takes into account the internal pay ratios within the organisation when formulating the remuneration policy and determining the remuneration of individual members of the Management Board. With a view to transparency and clarity, Basic-Fit has calculated the internal pay ratios based on the notes to the consolidated financial statements.

Basic-Fit’s internal pay ratio is calculated as the total CEO remuneration divided by the employee average remuneration. For the purposes of this calculation the total remuneration is used as specified in the Management Board Remuneration table below, which leads to a total CEO remuneration for the full year 2025 of €1,907,850 (versus 1,661,019 for full year 2024). This salary includes the base salary, short-term incentives, long-term incentives, pension allowance, social security costs and other personnel costs such as a company car. The difference in 2025 compared with 2024 is due to the fact that 2025 is the first year in several years that COVID-19 did not impact the variable remuneration components. All figures are full-year, based on the information provided in note 8.1 Remunerations of key management personnel, Employee average remuneration based on total employee benefit expenses as disclosed in note 3.4 Employee benefits expense, and 3.8 Other personnel expenses along with the total average number of employees expressed in FTEs as disclosed in the same note.

Consequently, Basic-Fit’s calculated pay ratio in 2025 was 44.3 (2024: 40.3 and 2019 pre-COVID: 40.2), implying that CEO remuneration is 44.3 (2024: 40.3 / 2019: 40.2) times the average pay of an employee. If the pay ratio is calculated between CEO and CFO, this leads to a pay ratio of 1.2 (compared with 1.2 in 2024). The pay ratio of the CEO compared with the next senior management level was 5.7 in 2025 (compared with 5.2 in 2024).

These internal pay ratios were taken into account in the compensation discussions within the company. In 2025, the average increase of salaries for Basic-Fit employees was around 3,8% (and 4,3% corrected per FTE). In the determination of the remuneration of senior management and the definition of the salary structure for the head office and clubs, the focus was on bringing salaries further in line with each other and with the market. In its salary assessment, Basic-Fit is taking into account the continuing pressure on the labour market and the higher salaries that come with that, in order to retain employees and talent. All these elements were taken into account in the decision on the salary increase for Basic-Fit’s overall employee base in all countries.

In addition to the internal pay ratios, the company takes the development of its performance into account in the development of the remuneration of the members of the Management Board. The years 2020 and 2021 were impacted by COVID-19 and therefore difficult to compare in terms of remuneration development. Deviating standards for the remuneration package were applied in the years 2020 and 2021, since discounts on salaries were applied and short-term and long-term variable remuneration was cancelled, limited or postponed. It is therefore difficult to compare year on year. Although the remuneration in 2023 seemed to show an upward trend, this was actually a more normalised remuneration, with a normalised PSP grant, but no PSP vesting in 2023 due to the continued downward impact of COVID-19. In 2024, the approach was the same as in 2023, with COVID-19 still impacting the PSP, although the impact of COVID-19 was once again smaller. In 2025, for the first time in a number of years, the impact of COVID-19 on the remuneration had largely disappeared,

Management Board remuneration

The Supervisory Board has the authority to make discretionary adjustments to the outcome of variable remuneration if the outcome is deemed to be unfair. In that case, the Supervisory Board can deviate from the policies outlined above, when the members of the Supervisory Board consider this necessary or desirable in specific individual cases.

The remuneration of the Management Board consists of five elements:

• Fixed compensation - annual base salary

• Short-term incentive - annual cash bonus plan (STI)

• Long-term incentive - annual performance share plan (PSP)

• Pension allowance and other benefits

• Severance payments

Fixed compensation

The annual base salary of the members of the Management Board is a fixed compensation and is set by the Supervisory Board, taking into account a variety of factors, such as the level compared to other Dutch and international listed companies, also taking into account the size and complexity of those companies and the broadness of the responsibility of the Management Board members. Although there would have been room for an increase based on the 2023 benchmark due diligence exercise, the fixed compensation for the CEO was not adjusted in 2024, nor per 1 January 2025. The same applied for the CFO. As a result, as of 1 January 2025, the annual base salary for René Moos (CEO) remained €729,063, while the annual base salary for Maurice de Kleer (CFO) was €651,209, in line with the previous salary of Hans van der Aar, which is considered to be in line with the remuneration policy.

The Supervisory Board took note of the views of the Management Board on their own remuneration, as a result of which the base salaries of neither the CEO nor the CFO were increased in 2025. For 2026, the CEO again waives any increase in salary. The CFO received an increase in base salary of 7,5%, but already waived an increase for the year 2027. With this increase the salary of both CEO and CFO are below the median of the peer group. The Supervisory Board adopted this proposal for the remuneration package for 2026.

Short-term incentive (STI)

The STI is an annual cash bonus. The objective is to incentivise strong financial and personal performances, in line with Basic-Fit’s strategy and annually defined targets. The bonus for both members of the Management Board may vary from 0% to 75% of the annual fixed base salary, with 50% being applicable when both financial and non-financial personal targets are achieved. The pay-out at threshold level will be 25%, at target 50% and in the event of outperformance 75%, to be determined for each separate target.

The Supervisory Board sets targets annually based on the budget, taking into account the company's strategic ambitions. Financial targets such as total revenue and EBITDA determine 70% of the bonus, while non-financial or personal targets determine the remaining 30%. These personal targets are related to the definition and implementation of new strategic projects or products in the company, with a focus on achieving the company’s goals of sustainable long-term business, strengthening the company’s presence in its markets and making fitness accessible for everyone, within existing and new target groups, and with existing and new products.

A performance zone is set for each of the financial targets, with no bonus below the threshold level and the maximum bonus when the performance exceeds the upper end of the performance zone. The Supervisory Board may change the exact percentages and targets from time to time.

For 2025, the defined targets and achieved results for the STI are shown within this table below:

Long-term incentive: performance share plan (LTI or PSP)

As part of the remuneration policy, Basic-Fit has introduced a performance share plan (PSP). The purpose of the PSP is to align the interests of the company, shareholders and Management Board over the long term; to foster and reward sustainable performances; and to retain and incentivise members of the Management Board to make long-term commitments. A PSP award is a long-term incentive and consists of an annual grant of conditional performance shares. Vesting is subject to continued employment and performance testing after three years.

The number of conditionally granted shares is set for a period of three years. Shares under this plan were granted for the first time in 2017 and each subsequent year, with the exception of deviations due to the COVID-19 pandemic.

Any award of performance shares will in principle vest at the end of a three-year performance period, subject to (i) the achievement of two predetermined group financial targets that appropriately reflect Basic-Fit’s long-term strategy, these being average revenue growth and net debt / EBITDA ratio, both reflecting 50% of the total target, (ii) continued service as a member of the Management Board, and (iii) no legislation or guidelines in grants are applicable that prevent (part of the) grant from vesting, for example as a result of the use of NOW regulations during the COVID-19 pandemic.

When considered appropriate, the Supervisory Board may apply at its discretion a performance incentive zone of between 0% and 150%. When such a zone is applied, the Supervisory Board may reduce or increase the target and threshold percentages to ensure awards are an appropriate reflection of performance. Shares acquired at the end of the performance period by members of the Management Board must be held for an additional period of two years, in accordance with best practice provision 3.1.2 of the Code, with the exception of a sale of said shares to cover the tax obligations of the members of the Management Board related to the awarded shares.

PSP plans

The PSP 2021-2023, with vesting date in 2024, was a pro rata grant in 2021 due to the NOW 3 regulations that contained conditions for the use and pay-out of remuneration, limiting the company's ability to grant bonuses in any form or shares in the company for the year 2021 (NOW3), because of which no grant could be made for the year 2021 for this plan. After two years without the PSP plan vesting for the Management Board due to COVID-19, the PSP plan 2021-2023 vested in 2024. This approach was announced to and approved by the AGM in April 2021. The 2022-2024 grant was the first PSP plan to qualify for vesting on normal conditions again. This led to a vesting of 14,543 shares for the CEO. The current CFO was not employed at the time of that grant. The former CFO had already received a pro rata vesting at retirement. In 2025, a new grant was awarded under the PSP - for the first time - to the new CFO Maurice de Kleer, with a planned vesting in 2028.

Retirement CFO
For Hans van der Aar, the management agreement ended on 31 December 2024. As part of the retirement package, based on the grants made already and in line with the PSP Plan and the remuneration policy, which is in line with the general remuneration principles of the Code, the Supervisory Board used its discretionary powers to decide on the accelerated vesting for all running PSP plans, directly after the approval of the 2024 financial statements at the General Meeting of shareholders, and therefore in the year 2025. This led to a pro rata accelerated vesting of the 2022 - 2024, 2023 - 2025 and 2024 - 2026 PSP plans for a total of 42,111 shares. All costs related to the early vesting of these plans were fully recognised in the 2024 consolidated statement of profit or loss. The holding periods remain applicable in line with the Code and the remuneration policy.

Management Board remuneration

1. In 2022, René Moos was granted 11,634 shares under the Long-term Incentive Plan (LTIP, also PSP of Performance Share Plan). Under the PSP plan, 14,543 shares vested in 2025 related to the performance period 2022-2024 (including overperformance adjustment). The amount in the table is based on the share price on the grant date (€37.60) of the granted shares. The share price on the date of vesting in 2025 was €21.72.
2. In May 2025, René Moos and Maurice de Kleer were granted 25,175 and 17,989 shares respectively under the PSP Plan, with a share price on the grant date of €21.72. These numbers can increase to 31,469 and 22,486 respectively in the event of overperformance. The shares will vest in 2028, fully conditional on being employed at Basic-Fit and the achievement of targets. For the P&L impact of these plans for both René Moos and Maurice de Kleer, we refer to section 8.1 Remunerations of key management personnel.
3. Variable remuneration for 2025 was calculated based on the 2025 PSP award.

Pension allowance and other benefits

The members of the Management Board do not participate in Basic-Fit’s collective pension scheme and instead receive a comparable payment of a pension allowance of 15% of their base salary. They are entitled to customary fringe benefits, such as a company car and other benefits.

Severance pay

The service agreements with the Management Board include a severance payment in the event of involuntary termination of six months fixed salary and a notice period of six months. No severance payment will be made in the event of serious imputable or negligent behaviour. This is in compliance with the best practice provision of the Code on severance payments.

Claw-back and ultimum remedium

Variable remuneration may be adjusted or recovered from a member of the Management Board, in accordance with the relevant provisions in the Dutch Civil Code, as amended from time to time.

Supervisory Board remuneration

A benchmark assessment for the Supervisory Board remuneration, performed together with the benchmark assessment update for the Management Board in 2023, showed that the Chair and member compensation levels were below market levels, compared with the peer group. In the new 2024 remuneration policy, approved at the AGM in April 2024, the Supervisory Board remuneration per 2024 was defined as follows below, to bring this compensation in line with the median of the peer group.

The chair, vice-chair and members of both the Audit & Risk Committee and the Selection, Appointment & Remuneration Committee receive a fixed annual fee for these roles. Members of the committees receive additional compensation.

Basic-Fit does not grant variable remuneration, shares or options to members of the Supervisory Board. As of 31 December 2025, the members of the Supervisory Board had no loans outstanding with Basic-Fit, and no guarantees or advance payments had been granted to members of the Supervisory Board. Basic-Fit pays company-related travel and accommodation expenses related to meetings.

1. The increase is due to the renewed remuneration policy as per 1 January 2024 for the Supervisory Board as approved by the AGM in April 2024.