Report of the Supervisory Board and its committees

General introduction

The year 2025 was a dynamic year, which also brought many opportunities. The geopolitical and economic challenges around the globe shifted but remained intense. Basic-Fit was nevertheless able to expand its club count by 85 net clubs to 1,660 clubs by the end of the year and expand its member base to 4,82 million members. In addition to this, Basic-Fit took the first steps into franchising when the company acquired the Clever Fit Group leading to market leadership across Germany and the wider DACH region. With this acquisition, Basic-Fit expanded its geographic footprint by countries six countries (Austria, Switzerland, Slovenia, Czech Republic, Croatia, Romania) plus Germany, bringing it's total to 12 countries in operation. The company added an additional 493 Clever Fit clubs at the purchase date, 491 clubs as of 31 December 2025. As of 31 December 2025, we had 435 franchised Clever Fit clubs and 561 owned Clever Fit clubs.

This report gives an overview of the approach and activities undertaken by the Supervisory Board in the year under review. In addition to supervising the general course of affairs, a significant part of the Board’s activities in 2025 focused on supervising the approach to cost control, the company’s sustainability strategy and the preparations for ESG reporting, the operational excellence, and the strengthening of Basic-Fit’s presence in Germany and with the addition of six countries following the acquisition of the Clever Fit Group. The Supervisory Board has also monitored the developments that this has brought to the franchise model for Basic-Fit.

Continuous points of attention were the supervision of the financial situation, the expansion and innovation plans, and continued enhancement of the company’s internal control frameworks, IT security, risk management and compliance. In carrying out its duties, the Supervisory Board is guided by the Dutch Civil Code, the Dutch Corporate Governance Code (the Code), the renewed version of which came into force on 1 January 2025, the company’s Articles of Association, and the overall interests of Basic-Fit, our business and our stakeholders. The Supervisory Board's specific focus and attention was primarily on the new risk management statement (VOR: 'Verklaring omtrent Risicobeheersing") and the embedding thereof in the Code, and subsequently in the Risk Management approach and reporting by the company. You will find more detailed information in the tasks of the Audit & Risk Committee below, as well as in the Risk Management chapter and in the Management Statement.

Composition, independence and education

The Supervisory Board Profile is aligned with Basic-Fit’s profile and strategy, with a balanced distribution of specific expertise in relation to the business activities, strategy and long-term goals. At the General Meeting held on 6 May 2025, the composition of the Supervisory Board changed. Herman Rutgers stepped down, and Rob Schilder filled the vacancy.

The Supervisory Board currently consists of six members. The current composition of the Supervisory Board is as follows: Jan van Nieuwenhuizen (chair), Carin Gorter (vice-chair), Hans Willemse, Rob van der Heijden, Joëlle Frijters and Rob Schilder.

At the AGM in 2025, the rotation schedule for the Supervisory Board was adjusted to secure continuity. In that respect, in addition to Herman Rutgers stepping down and Rob Schilder being appointed, Rob van de Heijden announced he would be available for reappointment for one more year instead of two years. He will therefore step down from his position at the AGM to be held on 6 May 2026. The Supervisory Board initiated the preparations and search for a successor, and if a suitable candidate is found before this year's convocation for the AGM, the Board will propose that the AGM approves the nomination of that candidate.

The Supervisory Board would like to thank Herman Rutgers for his valuable contribution to the development of Basic-Fit, as a member of the Supervisory Board and as chairman of the 'Selection, Appointment and Remuneration committee'. His in-depth knowledge of the fitness sector has been of great importance to the organisation and the Supervisory Board in particular. In addition, his experience in the field of HR policy, remuneration and talent management was of high value.

Basic-Fit meets the gender diversity requirements for the Supervisory Board as defined in the Diversity law. Diversity, including gender, is an important consideration in the selection process for the (re)appointment of members of the Supervisory Board. When considering new vacancies, all elements of the Supervisory Board profile will be looked at to maintain and further stimulate a diverse Supervisory Board with a balanced male-female ratio. More information on the company's Plan of Approach and targets for gender diversity can be found in the Corporate Governance section of this annual report.

Members of the Supervisory Board visited Basic-Fit operational sites to maintain their understanding of the company's operations, opportunities and challenges, and they were continuously updated on market and industry developments. Furthermore, the Supervisory Board was briefed extensively about cyber risk developments by the IT director and IT security officer. The Supervisory Board was also specifically informed about the ESG developments, double materiality assessments and the new VOR approach as well as how this impacts Basic-Fit. The Supervisory Board also attended a specific information session on business continuity.

  1. Including 17 clubs for which Basic-Fit entered into a purchase agreement prior to year-end, but control was not transferred as per 31 December 2025

Supervisory Board composition

NameGender and year of birthNationalityInternational experienceFinancial expertiseSpecific experience
Jan van Nieuwenhuizen(male, 1961)DutchYesYesBanking & Finance, International business
Carin Gorter(female, 1963)DutchYesYesFinance & Accounting, Risk & Compliance
Hans Willemse(male, 1968)Dutch YesFinance
Rob van der Heijden(male, 1965)DutchYesYesFinance and entrepreneurship
Joëlle Frijters(female, 1974)Dutch YesMedia, Advertising, Communication, Digital
Rob Schilder(Male, 1976)DutchyesYesRetail, Wholesale, Franchise, E-commerce, Digital
NamePositionYear of possible reappointment1Expiration date
in event of
reappointment
Supervisory Board positions incl.
Basic-Fit2
Committee
Jan van Nieuwenhuizen(Chair, since 2023)202720312 (of which 1 chair)3N/A
Carin Gorter(Vice-chair, since 2016)2026202845Chair Audit & Risk Committee
Hans Willemse(Member, since 2016)2027NA42Audit & Risk Committee and Selection, Appointment & Remuneration Committee
Rob van der Heijden(Member, since 2017)NANA42 (1 chair)Audit & Risk Committee and Selection, Appointment & Remuneration Committee (as of AGM 21 April 2022)
Joëlle Frijters(Member, since 2023)202720315Selection, Appointment & Remuneration Committee (as of AGM 6 May 2025)
Rob Schilder(Member, since 2025)202920331N/A
  1. Based on rotation schedule
  2. Number of positions are based on article 2:142a of the Dutch Civil Code. All members comply with the relevant regulations.
  3. As from 17 April 2025, the number of positions of the Chair changed to two (of which one chair).
  4. Carin Gorter was reappointed in 2020 (after four years) and in 2024 (total eight years), while Jan van Nieuwenhuizen and Joëlle Frijters were appointed in 2023. Rob Schider was appointed in 2025. Rob van der Heijden was reappointed in 2021 and 2025 for one year, and will step down at the AGM of 6 May 2026. Hans Willemse was reappointed in 2017 (after one year), 2021 (total five years), 2023 (total seven years) and in 2025 (total nine years).

The Supervisory Board believes that the independence requirements referred to in best practice provisions 2.1.7 to 2.1.9 have been fulfilled. However, Supervisory Board member Hans Willemse is considered a non-independent member of the Supervisory Board, as defined in best practice provision 2.1.8. vii of the Code, leading to a presence of 83.3% independent members. Hans Willemse was designated for appointment by AM Holding. The Supervisory Board firmly believes that the overriding principle for its composition is that its members make a valuable contribution in terms of experience and knowledge of Basic-Fit’s business. In the opinion of the Supervisory Board, its size and composition meet the specifications laid down in the Supervisory Board profile, notwithstanding the above factors.

The members of the Supervisory Board who hold shares in the company are Joëlle Frijters, who personally held 3,631 shares, and Hans Willemse, who personally held 40,029 shares in Basic-Fit as of 31 December 2025. They own their shares with a long-term perspective. None of the other Supervisory Board members were granted, nor do they possess, any Basic-Fit options or shares.

Supervisory Board meetings in 2025

The Supervisory Board met eight times in regular meetings in 2025. All the members of the Management Board were present at all meetings, except for the part of the meeting dealing with the self-assessment of the Supervisory Board and the assessment of the Management Board, and the start of the meetings, which are held only with Supervisory Board members. Five meetings out of these seven were (partly) combined with the Audit & Risk Committee meeting. All Supervisory Board members were present during all of the meetings.

Furthermore, the members of the Supervisory Board consulted regularly with each other and with the Management Board by telephone and by email. Between meetings, the Chair maintained regular and informal contact with the CEO and CFO. The meetings held in March, April, July, October and December 2025 were attended by the external auditor. Specifically in the combined SB and ARC meetings, the auditors presented their audit findings for 2025, evaluations were made and specific topics such as ESG, VOR and Cyber were discussed. The meetings took place digitally or physically at the Basic-Fit head office in Hoofddorp, with two two-day strategy meetings in February and June, held at an off-site location.

All members were able to devote sufficient time, including between meetings, to the affairs of Basic-Fit.

Recurring topics at the Supervisory Board meetings included:

  • Financial results, including Quarterly results, H1 results, related reports and press releases

  • Full-year financial statements and approval of the board report and related press releases

  • Group strategy and sustainable long-term value creation, including the expansion strategy, pricing and membership model

  • Budget for 2025 and current and expected profitability and cash flows

  • Capital management and financing strategies, including liquidity position, scenario analyses and compliance with debt covenants

  • Management Board and Supervisory Board performance and succession planning

  • Remuneration of the Management Board and the Supervisory Board

  • Corporate story, values and culture

  • Sustainability strategy and ESG reporting

  • D&I Policy

  • Internal audit plan

  • Risk management approach, including VOR, Risk and control framework, Integrity and fraud

  • Acquisition Clever Fit Group

  • Approach of franchise model for Basic-Fit

  • Market and business updates and innovations in fitness

  • Impact of economic and geopolitical developments (e.g. Impact of wars in Ukraine and Gaza, inflation, energy prices)

  • Legal updates, including compliance and governance-related matters

  • Investor relations activities

  • Other positions of Supervisory Board and Management Board members, share transactions and related party transactions

The meetings addressed routine commercial, financial and operational matters, and focused on strategy implementation, the further maturation of the organisational (risk and control) structures required for future growth, and the implementation of the VOR and reporting of the sustainability, corporate and social responsibility framework for the organisation.

In 2025, the geopolitical and economic developments, also impacting Basic-Fit, were recurring topics at the meetings. The Management Board informed the Supervisory Board about the potential impact on the operation and results and ways to mitigate potential risks. Furthermore, the meetings devoted ample attention to the financial strategy and liquidity and the roll out of the long-term strategy for the period to 2030.

The company focused strongly on the development of a corporate strategy that is fit for the long-term future and creates sustainable long-term value for all stakeholders, including members, communities, employees, partners and shareholders. Basic-Fit's strategy focuses on promoting our fitness concept as something that is available to all, anytime and anywhere and on helping people make fitness a habit. As described in the CEO message and the strategy section, the Management Board and the company have been working constantly and with confidence on the roll out of a solid and future-oriented strategy, despite last year's challenges. The Supervisory Board was closely involved in defining and fine-tuning the strategy.

The expansion and growth strategy remains ambitious and still supports the company’s mission to make fitness a habit and available to all. The attention has shifted away from the growth of the own club network, to growth through owned and franchised clubs, as well as operational excellence in the existing club base and increasing the member base in those clubs. Management continued to devote a great deal of time and attention to enhancing its strategy and fundamental processes to make it future proof. The continued automation and streamlining of processes are high on the Management Board’s agenda, including the focus on new technologies and AI to support this in an efficient and safe manner.

Given the company's cluster strategy, the potential to increase fitness penetration, a well-thought-out marketing approach, processes and systems to support operational excellence, and the assurance that each club will deliver a minimum return on invested capital (ROIC) threshold of 30% at maturity, the Supervisory Board feels comfortable with the company's long-term growth trajectory.

The Management Board made sure the Supervisory Board was closely involved in its approach to defining the company's overall strategy and, more specifically, with respect to the following topics throughout the year:

  • The impact of external developments and factors potentially influencing the company's operations and results, such as the wars in Ukraine and Gaza, inflation and the increase in energy prices, together with the company's measures to mitigate this impact.

  • The Supervisory Board reviewed all new innovations and ideas and these were backed by pilots, extensive research and solid business cases. The company made further adjustments to its pricing and membership model, worked on further cost controls and mitigating measures to reduce energy consumption, as well as a further enhancement of the facility processes, with a continued focus on France in 2025. The roll out of franchising and the acquisition and integration of the Clever Fit Group was also a serious and important topic. This all contributes to the companies expansion and innovation strategy, which is crucial to the company's future growth and profitability. This has always been geared towards operating the clubs effectively and efficiently with a limited number of employees and with a strong focus on quality, service, and retention.

  • The financial resources needed to support the strategy and to keep the company financially healthy for the long term. The company reinvests the cash it generates, and the company has a solid credit facility to support its budget and strategy.

  • The company continued to enhance its sustainability strategy, which can further strengthen and support Basic-Fit’s long-term strategy and mission. Every decision the company makes focuses on getting as many people as possible to exercise and work on their health. The company contributes to society by helping people to improve their health and fitness, by reducing its environmental impact and by promoting strong and cohesive communities. The company made solid progress on the implementation of standards and processes for CSRD reporting. This was discussed extensively with the Supervisory Board.

  • The Supervisory Board also focused on ensuring that the remuneration policy and the targets set for short-term and long-term bonus schemes reflect the company's sustainable long-term strategy. The targets focus on the growth strategy, the development of clubs and members, sustainability and the implementation of innovation projects in the field of HR, D&I, IT and operational excellence. The successful implementation of these innovations contributes directly to the recruitment of new members and members staying longer, and supports the company's long-term vision, which is why they are part of the target setting in the bonus and performance share plans of the Management Board and senior management. This is in line with the remuneration policy, which was approved at the AGM in April 2024.

  • In the year under review, the company continued to develop its employee profiles and job classification system and structure. Furthermore, the company devoted a great deal of attention to succession planning right across the organisation, as well as the training, development, motivation and engagement of staff. The company also further embedded its focus on Diversity and Inclusion with the implementation of a D&I policy and ambassadors.

  • The Supervisory Board also monitors sound succession planning and the management structure within Basic-Fit.

The Supervisory Board was also involved in the discussion of how to implement targets and goals, objectives and values in the Basic-Fit culture and the company's code of conduct. The organisational structure, management structure and culture of the company have to support the strategy, and the company adjusted these where necessary to make them more efficient and effective. The Basic-Fit values are Be (who you want to be), Accessible (affordable price, wherever, whenever you want), Smart (innovative, new, focused), Inclusive (for everyone) and Committed (customer-focused and engaged). These values are communicated and embedded in the recruitment and onboarding processes and in the overall internal and external communications, as well as in the cooperation with colleagues, partners, members and everyone related to Basic-Fit. This was made clear in the continuation of the 'Boost your Mood' campaign which not only focused on our members but also on the physical and mental well-being of our staff.

The Supervisory Board received training on its governance responsibilities, compliance, fitness industry developments, customer and employee motivation, VOR, Business Continuity, sustainability, ESG, CSRD reporting, double materiality and the EU Taxonomy and cybersecurity. This training was given by industry experts, the CFO, the internal auditor, staff department directors and the general counsel.

One of the meetings of the Supervisory Board was dedicated to assessing its own functioning and the functioning of the Management Board, and was held in the absence of the members of the Management Board. The Supervisory Board reviewed both strengths and opportunities for improvement. The 'Functioning of the Management and Supervisory Board' section in this Supervisory Board Report describes this assessment in more detail.

Activities of the Supervisory Board committees

The Supervisory Board has two committees: the Audit & Risk Committee and the Selection, Appointment & Remuneration Committee. The committees prepare the relevant items ahead of Supervisory Board meetings and the chairs of the committees report to the Supervisory Board on the discussions of the committees and their main recommendations.

Audit and Risk Committee

The Audit & Risk Committee consists of three members: Carin Gorter (chair), Hans Willemse and Rob van der Heijden. Collectively, the Audit & Risk Committee has the appropriate level of knowledge and experience in terms of financial accounting and risk management. The committee’s main role is to assist the Supervisory Board in monitoring the internal control systems, the quality and integrity of the financial and sustainability reporting process, and the content of the financial and sustainability statements; and in assessing and mitigating the business, financial and sustainability reporting risks. In addition to this special focus the Committee devoted attention to the VOR and its implementation and to monitoring and advising the Supervisory Board on the effectiveness of the risk control mechanism and methods used for that. The charter of the Audit & Risk Committee is available on Basic-Fit's corporate website and has been adjusted in line with the new Code and the VOR.

In the year under review, the Audit & Risk Committee met eight times, including five meetings in February, March, April and July and December that were (partly) combined with the Supervisory Board meetings, and one additional special meeting dedicated to ESG, VOR and cyber security. All meetings were attended by all members of the Committee and all members of the Management Board, except for the self-assessment preparation and one meeting with the external auditor that was held in the absence of the Management Board. All meetings, were attended in full or in part by the external auditor and the internal auditor, except for the meeting in February. Furthermore, there was a meeting in March 2026, at which the external auditor presented its audit findings.

The Chair of the Audit & Risk Committee was in regular contact with the CFO, mainly to prepare the Audit & Risk Committee meetings.

The items and topics on the agenda of the Audit & Risk Committee included:

  • Financial reporting, such as monthly reports, H1 results and Q1 and Q3 trading updates including their related press releases

  • Accounting policies

  • The external auditor’s 2025 audit plan, including engagement conditions and audit policy for non-audit services and auditor independence

  • IT strategy, risk and (data) governance, including the approach towards cybersecurity and AI

  • Capital management and financing strategies, including Cash and treasury management, liquidity position and scenario analyses and compliance with debt covenants

  • Budget 2025 and current and expected profitability and cashflows

  • ESG reporting and double materiality

  • Integrity, fraud and risk assessments

  • Pensions

  • Tax-related topics

  • Risk and control framework, VOR implementation and integration and deep dives in some defined risks to assess effectiveness and methods used

  • Compliance framework and compliance plan 2025

  • Internal audit plan 2025 and 2026 and internal audit reports

  • All communications with the external auditor (e.g. Auditor’s report/ Management letter)

  • Key audit matters

The committee evaluated the functioning of the external auditor in terms of quality, content and adequacy of the audit, and the additional work of the auditor and is satisfied with the audit performed and the process between auditor and Basic-Fit is transparent and co-operative. The committee discussed the audit findings with the external auditor, the Supervisory Board and the Management Board. The committee had a meeting with the auditor in the absence of the Management Board in line with the Code. The Audit & Risk committee established that the external auditor is independent.

Risk and control framework

The Supervisory Board oversees the management's monitoring of compliance with the company's risk management policies and procedures, and reviews the design, efficiency effectiveness, and adequacy of the risk management and internal control framework and methodologies applied in relation to risks faced by the company, including risks relevant to financial and non-financial reporting.

Internal Audit presented the internal audit plan, which was assessed by the Audit & Risk Committee and approved by the Supervisory Board.
In 2025, Basic-Fit continued to apply and adapt its risk management and internal control framework to the development and growth of the company, as well as to the VOR regulation.

The Statement on Risk Management (VOR) is a written statement by the management boards of listed companies regarding the design, operation, and effectiveness of the internal risk management and control system. The introduction of the provisions related to the VOR aims to enhance transparency regarding the management of operational, compliance, and financial and sustainability reporting risks, and to clarify the Management Board's responsibility to annually assess the effectiveness of the risk management and control systems with regard to these risks on the basis of a framework chosen by the company itself (e.g. COSO). The Management Board is responsible for assessing the effectiveness of the risk management and control systems on an annual basis. Furthermore the responsibility of the Supervisory Board and the Audit and Risk committee have been expanded to include the supervision of risk management and the accountability therefore in the management report. The Management Statement has to give clarity on the degree of assurance or certainty that the systems provide about the achievement of the objectives with regard to sustainability reporting, compliance and operations, in addition to financial reporting.

The Audit and Risk Committee prepared the Supervisory Board's decision-making on the supervision of the integrity and quality of the company's financial and sustainability reporting and on the effectiveness of the company's internal risk management and control systems, as referred to in the Code. The Audit Committee reported to the Supervisory Board on its deliberations and findings regarding the manner in which the material risks and uncertainties have been analysed and substantiated. The Audit and Risk committee questioned the Management Board about the clear substantiation of the Management Statement, about the frameworks used and how the different measures of certainty have been achieved. The Audit Committee examined how the Management Board had substantiated that significant shortcomings have been identified or not and whether or not significant changes or improvements have been made. To this end, the risk assessment that was performed was discussed extensively and deep dives were made into various risk cards with the Audit and Risk committee and the respective owners of the risk cards. More information on the approach to risk management can be found in the Risk management and control systems section of this report.

Selection, Appointment and Remuneration Committee

The Selection, Appointment & Remuneration Committee consists of three members: Joëlle Frijters (chair, since 6 May 2025, until that date Herman Rutgers), Hans Willemse and Rob van der Heijden. The Committee’s main responsibilities are to assist the Supervisory Board in the supervision of the Management Board with respect to the determination of the remuneration policy, compensation programmes and compensation principles for Basic-Fit’s managers and executive officers; to make proposals for the remuneration of the individual members of the Management Board and Supervisory Board; and to assist in the selection and appointment procedures for members of the Management Board. The chair of the Selection, Appointment & Remuneration Committee has regular update meetings with the HR Director and the Management Board.

In the year under review, the Selection, Appointment & Remuneration Committee met four times. All members were present at all meetings, resulting in full attendance.

The main topics of discussion were:

  • Performance and individual remuneration of the members of the Management Board

  • Sustainable long-term incentive target setting for the members of the Management Board and key managers of the Leadership Team

  • Target setting for the 2025 incentive plan

  • Performance of the Management Board and key senior management in the Leadership Team

  • Succession planning for the Management Board, Supervisory Board and senior management

  • Organisational structure and development

  • HR strategy

  • Development employee profile and culture

  • D&I policy

  • Plan of approach and targets to stimulate further gender diversity

  • Benchmark assessment and appliance of the remuneration policy (approved most recently at the AGM in 2024)

Functioning of the Management Board and the Supervisory Board

The Supervisory Board assesses its own functioning, and that of its committees, on an annual basis. In addition, the Supervisory Board assessed the functioning of the Management Board and discussed this with the members of the Management Board.

The Supervisory Board evaluated the performance of the Management Board and its individual members. Following this, the chair of the Supervisory Board and the chair of the Selection, Appointment & Remuneration Committee together held meetings with each member of the Management Board and gave feedback on their respective performances. The Supervisory Board also evaluated the functioning of the Management Board as a team. The conclusions were discussed in a closed meeting of the Supervisory Board. Overall, the Supervisory Board praises the flexibility, strength and perseverance of the Management Board for its continuous guidance of the company through challenging times, strengthening the position of the company, and its focus on the expansion and long-term strategy of the company. During this period, with many challenging decisions to make, the exchange of information and cooperation between the Management Board and the Supervisory Board was frequent and effective.

In early 2026, the Supervisory Board also reviewed its composition and its own performance and that of its two committees. Regarding the year 2024, an international consultancy firm performed and guided the self-evaluation in accordance with the corporate governance guidelines on this topic. For 2025, the board evaluation was performed internally through a board portal evaluation form that could be filled in by all members, respecting confidentiality.

The evaluation covered the following considerations:
a. Structure and composition of the board and committees, including diversity, expertise and mix of skills.
b. Efficiency and transparency of operations.
c. Processes and routines, including the quality of the decision-making process, dynamics, teamwork and collaboration, the display of ethical values, independence, autonomy and objectivity.
d. Board contribution to key areas such as strategy, performance, monitoring, evaluation, compensation and succession, corporate governance and risk management.

The board and committees' activities were evaluated as rigorous, valuable and aligned with their mandate, the committee charters and corporate governance framework. The relationship with the Management Board continues to foster open and in-depth discussions, Some improvement or attention areas were noted and will be put on the agenda of future board meetings, such as the timely distribution of board materials.

Management Board remuneration

Basic-Fit’s remuneration policy aims to attract, retain and reward highly qualified executives with the required background, skills and experience. It is transparent and aligned with the medium and long-term interests of Basic-Fit, its shareholders and other stakeholders, with the aim of delivering a strong and sustainable performance in line with Basic-Fit’s strategy. Additional details can be found in the remuneration policy on Basic-Fit’s corporate website and in the remuneration report section of this report. In accordance with the Selection, Appointment & Remuneration committee charter, the Supervisory Board determined the individual remuneration of Management Board members, as well as the performance conditions and metrics for the short-term and long-term incentive plans for 2025.

Information on the amounts of the actual remuneration of the Management Board and Supervisory Board can be found in the remuneration report and in notes 8.1 and 8.2 of the consolidated financial statements.

Financial and sustainability statements 2025

The Audit & Risk Committee reviewed and discussed the Management Board report and the financial and sustainability statements for the 2025 financial year.

The financial statements for the 2025 financial year were audited by EY Accountants B.V. and provided with an unqualified independent auditor’s report. The Audit & Risk Committee discussed the financial statements extensively with the Management Board and the external auditor in March 2026.
The sustainability statements for the 2025 financial year were reviewed by EY Accountants B.V. and provided with a limited assurance report in accordance with the applicable assurance standards and the requirements of the European Sustainability Reporting Standards (ESRS).In 2025 the new auditor PWC started its work, to secure a solid transition once the Board Report 2025 is approved.

Following these discussions, the Supervisory Board discussed the financial and sustainability statements with the Management Board in the presence of the external auditor. Based on these discussions, the external auditor’s reports, and the applicable reporting and assurance requirements, the Supervisory Board believes that the 2025 financial and sustainability statements meet the applicable requirements for correctness and transparency. The financial and sustainability statements for the 2025 financial year are endorsed by all members of the Management Board and the Supervisory Board and are included in this Board Report.

Gratitude

Last year was again a dynamic, sometimes challenging year, but also a promising one. It required the company to adapt to change, always striving for the optimal outcome for all Basic-Fit stakeholders. With great resilience and commitment, management secured the company's long-term strategy and managed to add net 85 clubs to its portfolio. This resulted in a total of 1,660 clubs and 4.82 million members at year-end. Overall, customer satisfaction increased which is reflected in the solid member growth. At the end of the year, the company acquired the Clever Fit group, expanding the company further, kickstarting its franchise activities and increasing its presence to 11 countries (six countries before the acquisition), This has set the stage for a promising and ambitious outlook for the strategy towards 2030. Basic-Fit is continuously consolidating its leading position throughout Europe in the value-for-money segment of the fitness market. Moreover, the company is maturing its corporate values and integrating them in a dynamic, flexible and entrepreneurial culture with talented, engaged and highly motivated people, contributing to a healthy society by making fitness accessible to everyone. The Supervisory Board wishes to thank the members of Basic-Fit for being part of the Basic-Fit community, and the members of the Leadership team for their continuous efforts to build a strong and successful company with significant perspective for the coming years. Finally, the Supervisory Board would like to thank all Basic-Fit employees for their enormous commitment and dedication to making Basic-Fit the success that it is.

Hoofddorp, 10 March 2026

Jan van Nieuwenhuizen
on behalf of the Supervisory Board