Dear reader,

In 2023, Basic-Fit lived up to its purpose by offering high quality fitness at very affordable prices in more locations and to more people in Europe. With a net growth of 202 clubs to 1,402, Basic-Fit further extended its market leadership in Europe. In our growth countries, France and Spain, we expanded our network by 134 and 49 clubs respectively, and in our new growth country Germany we increased our presence by nine clubs to 12.

At the start of 2023, as a result of high inflation, we faced substantial increases in operating expenses. Personnel, property rent and overhead costs increased beyond the levels we had seen in the past decades. The increase in energy costs were at another level, nearly doubling for an average club compared with 2022. In 2022, as a result of several geopolitical developments, we had already anticipated these cost increases. This is why we made the decision to focus our sales efforts on selling new members the higher-priced Premium membership and increase the price of our entry level membership for new members by €5 per four weeks. As a result we saw a gradual increase of the average revenue per member per month. This should eventually mitigate the aforementioned cost increases. In the course of the year the average revenue per membership per month increased to €23.53 from €22.86. Without any further significant changes in membership structures and pricing, we foresee a further gradual increase to more than €24.50 in 2024.

In 2023, we increased the number of memberships by 450 thousand, reaching a record of 3.80 million. This increase could have been even higher if we had not raised the entry-level membership price for joiners and had not seen such a strong increase in the uptake of the more expensive Premium membership. This is because we prioritised revenue and profits overachieving the maximum number of memberships. Going forward, we will continue to navigate in the most optimal way between these two variables.

Strategy update

At our Capital Markets Day in November 2023, the fourth since our 2016 IPO, we updated our stakeholders on our growth plans and other initiatives for the period through 2030.

We remain committed to our previously communicated 2030 goal of operating between 3,000 and 3,500 own clubs in our existing markets. In addition to this target, we will be exploring how franchise opportunities could be taken to maximise our future growth and returns. We have a unique technology stack that we could leverage on a franchise platform. From the automated member administration and customer journey to site selection and construction capabilities, we have all the tools available to help our franchisees be as successful as possible. Franchising would enable us to become active in countries that our company-owned model might not be optimally suitable for, possibly also on continents other than Europe. We are currently in the process of determining which, of several franchise options, we consider most suitable.

While our primary focus on organic growth remains unchanged, we continuously explore potential acquisition opportunities. Towards the end of 2023, we successfully announced the acquisition of a total of 47 club locations in Spain from a multi-brand European fitness group. 42 of these locations operate under a comparable value-for-money concept, which I believe will allow for easy integration into the Basic-Fit brand in 2024.

At our Capital Markets Day, we also announced a new method for refurbishing our fitness equipment. We are developing Smart refurbishing in close cooperation with one of our key suppliers. When succesful, we expect to be able to significantly increase the economic life of our fitness equipment. Instead of the typical lifespan of six years for cardio fitness equipment and approximately eight years for strength fitness equipment, all applicable fitness equipment will undergo proactive servicing under this initiative, thereby extending their lifespan to 12 years. I see this initiative as a real game-changer, offering financial and operational benefits to Basic-Fit and having a positive impact on the planet thanks to its lower environmental impact.

Highly cash generative before expansion

Our strategy to expand our network to over 3,000 own clubs by 2030 coincides with our aim to maintain healthy balance sheet ratios. Our business model is highly cash generative when looking at the free cash flow generated before investments in expansion.

Thank you

I would like to express my gratitude to all our stakeholders for their continuous support over the past year. I would like to thank our 3.8 million members for choosing Basic-Fit as their partner to work on their physical and mental well-being. Once again, our people in the clubs and different head offices who have done an outstanding job. Our building partners and suppliers have been instrumental in helping us to open more clubs than ever before, and our dedicated syndicate banks provided us with the additional financial support to execute our growth strategy. Lastly, I would like to thank my colleagues in the senior management team and the members of the Supervisory Board for their dedication and contribution.

René Moos

CEO and founder
Basic-Fit

Empowering everyone to stay mentally and physically fit

We believe that everyone deserves to be fit and feel great. By removing the barriers that are keeping people away from exercising, we encourage everyone to move towards a healthy lifestyle. We aim to live up to our mission to make fitness accessible to all and make everyone feel comfortable and be themselves in our clubs. We do this by being conscious of our environment and our communities, even beyond our members.

Our Sustainable vision

At Basic-Fit, we aim to have a positive impact on people, our planet and communities. Our ambition to achieve a fitter world by 2030 is reflected in the dedicated programme we launched in 2021. We refreshed this programme slightly this year, making it an even better reflection of our core business and role in society. Our strategic approach is based on these three key pillars and our programme covers various focus areas related to each one of these pillars. Our sustainability roadmap goes from offering both our members and employees a healthy and safe environment to reducing the impact of our business on the environment to the way we give back to our communities.

People move less and less and this is having a major impact on individuals and society as a whole (source WHO report). Our overarching goal, linked to our fitter people pillar, is to help 15 million people move towards a healthy lifestyle by 2030. This includes all people that benefit from our products and services across Europe in our clubs and at home. Our ambition for the planet results in our goal to become carbon neutral and further reduce our global environmental footprint by 2030. Our third main goal is to invest, in addition to our contributions in kind, at least €5 million in meaningful partnerships between 2020 and 2030 to support our communities to arrive at a fitter life and a more inclusive place.

Fitter people, planet, and communities

Exercise and vitality are essential for a well-functioning society. In its 2022 report, the World Health Organization stated that almost 500 million people will develop heart disease, obesity, diabetes or other noncommunicable diseases attributable to physical inactivity between 2020 and 2030, and emphasised the high related cost of physical inactivity if people are not encouraged to take up more physical activity. The health and fitness industry has a crucial role to play in promoting the benefits of staying active and increasing the population's overall fitness.

We at Basic-Fit contribute to this by aiming to have a positive impact on as many people as possible across Europe, through our products and services. Our holistic approach includes training options in our clubs, which are built near where people live or work, outside or at home. Accessibility remains a key criterion for people to join a fitness club, which is why we have increased our network of clubs across Europe, as well as the number of 24/7 facilities. In addition to being accessible, our clubs must also offer a safe and comfortable environment. An acknowledgment of our dedication to quality, safety and professionalism to give our members the best high-quality experience is reflected in our certification with the FITcert® scheme, which independently checks that clubs are compliant with the European Standard EN 17229. This standard covers management, operations, supervision, and fitness trainer qualifications. Our priority is to make our members feel safe but also welcome. We want to remove internal and external emotional barriers that prevent people from going to the gym. The introduction of our new Be Comfortable concept the last quarter of 2023 illustrates this ambition.
We also aim to minimise the negative impact of our activities on our planet and, more specifically, to reduce our carbon emissions. We are committed to making our operations carbon neutral by 2030 by reducing our CO₂ emissions for scope 1 (direct emissions) and scope 2 (indirect emissions). We are looking further into scope 3 emissions, and will share more details on our approach in the upcoming year. Over the past year, our dedicated Energy department, together with our Sustainability team, focused on the implementation of energy reduction initiatives, including new solar panels, more electric car charging stations or gas transformation opportunities. We also aim to create more awareness internally and invite our employees to join us in our efforts.

Recognising our influence on the environment leads us to consider our role and impact on the local communities in the countries where we operate and beyond. Advocating for diversity, promoting the benefits of sports activities and fostering responsible behaviour are key drivers in our ambition to make the world a fitter and more inclusive place. We believe that fitness has a positive impact on society. Our contribution is particularly focused on youngsters and young adults who lack the opportunity to exercise, whatever their background or ability. Doing sports from an early age encourages young people to develop good habits and to acquire skills that will benefit them socially and professionally and help them work towards a healthier future. Since 2020 we have been partnering with well-established organisations that develop specific sports or job programmes to support their community: the Cruyff Foundation and Klabu in the Netherlands, Sport dans la Ville in France and Sport2be in Belgium. In the years through 2030, we aim to increase our contribution, both financial and in kind, and invest a total of €5million in our communities. We will expand our cooperation with our partners and give more young people a better chance to lead healthy and active lives.

Key figures

In € millions	2023	2022	Change
Total revenue	1,047,2	794.6	32%
of which club revenue	1,039.5	788.7	32%
of which non-club revenue	7.8	5.9	31%
Personnel costs	(157.6)	(122.8)	28%
Other operating expenses	(262.9)	(169.3)	55%
Club EBITDA	619.0	496.5	25%
Overhead	(137.9)	(112.0)	23%
EBITDA	481.1	384.5	25%
Depreciation and impairment tangibles	(180.3)	(151.1)	19%
Amortisation and impairment intangibles	(9.7)	(8.7)	12%
Depreciation right-of-use assets	(201.0)	(171.6)	17%
COVID-19 rent credits	0.5	2.4	-78%
Operating profit	90.7	55.5	63%
Finance costs	(51.1)	(26.1)	96%
Interest lease liabilities	(41.3)	(32.6)	27%
Corporate income tax	(1.0)	(0.5)	76%
Net result	(2.7)	(3.7)	-27%

Underlying key figures

In € millions	2023	2022	Change
Club EBITDA	619.0	496.5	25%
Rent costs (opened clubs)	(223.1)	(187.5)	19%
Exceptional items - clubs	2.5	7.5	-66%
Underlying club EBITDA less rent (opened clubs)	398.4	316.4	26%
EBITDA	481.1	384.5	25%
Rent costs clubs and overhead, incl. car leases	(227.5)	(191.2)	19%
Exceptional items - total	6.9	10.5	-34%
Underlying EBITDA less rent	260.5	203.8	28%
Underlying net result 1	27.5	17.8	55%
Basic underlying net result per share (in €)	0.42	0.27	55%
Diluted underlying net result per share (in €)	0.42	0.27	55%

1. Adjusted for IFRS 16, PPA related amortisation, IRS valuation differences, exceptional items, one-offs and the related tax effects. Definitions of all APM’s used in this overview can be found in the Alternative performance measures section in this report. Totals are based on non-rounded figures

Club network and membership development

Geographic club split

	Year-end 2023	Net openings 2023	Year-end 2022
Netherlands	237	6	231
Belgium	223	4	219
Luxembourg	10	-	10
France	781	134	647
Spain	139	49	90
Germany	12	9	3
Total	1,402	202	1,200

In 2023, our network increased by a record 202 clubs – 213 openings and 11 closures – to 1,402 clubs. This is a year-on-year increase of 17%. Our growth markets France (+134 clubs; +21% year-on-year), Spain (+49 clubs; +54% year-on-year) and Germany (+9 clubs) accounted for over 90% of the growth in our network. In the Netherlands, the number of clubs increased by six to 237 clubs and in Belgium, we expanded our network by four clubs to 223.

Membership development

In millions	2023	2022	change
Start of the year	3.35	2.22	51%
First quarter	3.60	2.63	37%
Second quarter	3.61	2.92	23%
Third quarter	3.71	3.15	18%
Fourth quarter	3.80	3.35	13%

In 2023, we increased our membership base by 450 thousand to 3.80 million (+13% year-on-year). Our best performing markets were in the Benelux and Spain. In France we experienced a somewhat weaker consumer sentiment, especially in the first half of the year. With only 12 clubs at the end of the year, Germany does not yet make a meaningful contribution to membership development. We will gradually increase our presence over the next two years and accelerate the roll-out in 2026.

A club is considered mature when it is at least 24 months old at the start of the calendar year. At the end of 2023, we operated 882 mature clubs with an average of 3,283 memberships per club.

Revenue

Revenue split

In € millions1	2023	2022	change
Club revenue	1,039.5	788.7	32%
of which fitness revenue	1,009.9	764.4	32%
of which other club revenue	29.5	24.3	22%
Non-club revenue	7.8	5.9	31%
Total revenue	1,047.2	794.6	32%

1. Totals are based on non-rounded figures

In 2023, group revenue increased by 32% to €1,047 million (2022: €795 million). Fitness revenue increased by a similar percentage to €1,010 million (2022: €764 million). Growth was driven by the expansion of our club network, a continued gradual increase in membership levels at clubs that were in their important in-growth period during the COVID years 2020 and 2021, and an increase in the average revenue per member per month (yield) to €23.53, compared with €22.86 in 2022.

With the aim of mitigating the impact on our club unit economics of higher than usual cost inflation right from the start in 2023, we reintroduced the Comfort membership in France at the start of the year and in February in the Benelux and Spain. Comfort, priced at €24.99 per four weeks, replaced the Basic membership (€19.99 per four weeks). At the same time we continued to encourage joiners to choose the higher priced Premium membership (€29.99 per four weeks). This effort, initially launched in 2022, resulted in an uptake of over 50% by new joiners. By the end of 2023, 44% of our membership base had a premium membership (2022: 34%).

Depending on the country, we offer two or three membership types. The Basic membership allows people to enter their home club, while the Comfort membership provides access to all clubs in a country. The Premium membership provides access to all clubs in the European Basic-Fit network, but the main advantage is that Premium members can bring a friend anytime they visit a club. The increased uptake of the Premium membership is therefore expected to have a cannibalising effect, as some friends will no longer become a member themselves. Despite the negative effect of the Premium membership uptake and the price increases on joiner numbers, we believe that these measures had a positive impact on revenue development in 2023 due to the higher average yield per member. Towards the end of 2023, we reintroduced the Basic membership in France, alongside Comfort and Premium. This will give us more insight into the actual cannibalising effect of the Premium membership, which should enable us to arrive at the optimal balance between the number of memberships and yield to optimise our revenue development.

In the second half of 2022, we started our first tests with offering founding memberships when new clubs opened. Following positive results, we offered a founding membership to the vast majority of the clubs we opened in 2023. The founding membership provides members access to a single club at a life-time discounted price. The founding membership is only offered for a limited time before and in the first weeks of the official opening of a club. The aim is to attract as many new members as possible from the start, as this shortens the time to cash flow break even. Armed with the lessons learned, we have been adjusting the offering and are now using it at a smaller selection of new clubs.

Other club revenue increased to €29.5 million (2022: €24.3 million) and includes income from our personal trainer concepts, physiotherapists, day passes, vending and advertising revenue via the screens in our clubs. The increase in this revenue reflects our growing club network.

Non-club revenue, which includes sales from our webshop and NXT Level nutritional products to retailers, increased to €7.8 million (2022: €5.9 million).

Geographic revenue split

In € millions1	2023	2022	change
Benelux	479.0	364.5	31%
France, Spain & Germany	568.2	430.1	32%
Total revenue	1,047.2	794.6	32%

1. Totals are based on non-rounded figures

Our two geographic segments, the Benelux and France, Spain & Germany, recorded strong revenue growth compared with 2022, thanks to the growth of their respective networks, the in-growth of memberships at immature clubs and an increase in yields.

Underlying club EBITDA less rent

Underlying Club EBITDA less rent, which is club EBITDA adjusted for exceptional items and minus the invoiced rent costs of newly opened clubs, increased by 26% to €398 million in 2023 (2022: €316 million).

Profitability was weighted towards the second half of 2023, thanks to a gradual increase in yield throughout the year, which gradually offset the impact of the strong operating cost increases at the start of the year.

Club operating costs (rent costs opened clubs, club personnel costs and other club operating costs) increased by 34% to €644 million (2022: €480 million). The strong increase in club operating costs was due to our fast-growing club network and higher-than-usual rent and wage increases due to the spike in inflation that started mid-2022 and continued well into 2023. Of other club operating costs, energy costs increased significantly as a result of higher fixed-price energy contracts and higher energy market prices. Compared to past average energy costs per club of around €25 thousand, costs almost doubled to €46 thousand in 2023. For 2024 and 2025, average energy costs per club are expected to drop to €35 thousand. For 2024, over 80% of the expected energy consumption has a fixed unit price.

The underlying club EBITDA less rent has been adjusted for exceptional items in club EBITDA that amounted to €2.5 million (2022: €7.5 million). Exceptional items mainly relate to club closure costs and the rent costs of clubs that have not yet opened.

The year-on-year increase in underlying club EBITDA less rent was driven by our larger network of mature clubs. Our 882 mature clubs recorded underlying club EBITDA less rent of €344 million with an underlying club EBITDA less rent margin of 42% (2022: 50%). The decline in margin reflects the strong increase in club operating costs at the start of the year, notably personnel and energy costs. The latter in particular impacted the profitability of our mature clubs in France. In 2024, the club underlying EBITDA less rent margin of our French clubs is expected to recover thanks to much lower fixed energy prices in France.

With an underlying club EBITDA less rent of €390 thousand per club, our 882 mature clubs recorded a ROIC of 35%.

Underlying EBITDA less rent

Underlying EBITDA less rent, which is EBITDA adjusted for exceptional items and minus invoiced rent costs, increased by 28% to €261 million, compared with €204 million in 2022.

Total overhead expenses increased by 23% to €138 million (2022: €112 million), due to an increase in international overhead to €58 million (2022: €43 million) and an increase in country overhead to €80 million (2022: €69 million). As a percentage of total revenue, overhead decreased by 90 basis points to 13.2%.

International overhead expenses increased on the back of our growing club network and organisation and due to higher wage costs driven by inflation. We continue to invest in our IT capabilities and our Basic-Fit member app. We also further increased our investments in our competencies in legal, marketing, our new energy department and sustainability efforts.

At the Capital Markets Day in November last year, we announced that we expect overhead costs, excluding marketing costs, as a percentage of revenue to decrease to a range of between 6% and 7% in the medium term, compared to 8.2% in 2022. In the course of 2023, we implemented a number of initiatives to realise cost efficiencies to achieve operating leverage. In 2023, overhead costs, excluding marketing expenses, were reduced to 7.8% of revenue and we expect to take another step towards our medium term goal in 2024.

Marketing expenses increased by approximately €10 million compared with 2022. Marketing expenses as a percentage of revenue came in at 5.4% (2022: 5.9%).

The underlying EBITDA less rent has been adjusted for exceptional items that amounted to €6.9 million (2022: €10.5 million). The additional exceptional charges not included in club EBITDA in 2023 consist of various relatively small amounts, such as one-off system implementation costs, new country start-up costs, settlements and reorganisation costs.

Depreciation & amortisation

Depreciation and impairment of tangibles amounted to €180 million, compared with €151 million in 2022. Depreciation of right-of-use assets increased to €201 million from €172 million in 2022. The increase in both line items was driven by the strong growth of our club network in 2022 and 2023. Amortisation and impairment of intangibles amounted to €9.7 million, compared with €8.7 million in 2022.

COVID-19 rent credits

COVID-19 rent credits in the period amounted to €0.5 million (2022: €2.4 million) and are related to property rent discounts received from our landlords that did not result in the amendment of lease contracts. In the event of lease contract amendments, we remeasured right-of-use assets and lease liabilities on our balance sheet. The reported amount in the period reflects the finalisation of rent negotiations for a number of clubs that were temporarily closed in 2021.

Operating profit

Operating profit increased by 63% to €91 million, compared with €55 million in 2022. Drivers for the strong increase were similar to those behind our higher EBITDA.

Financing costs

Finance costs increased to €51 million in 2023, compared with €26 million in 2022. The strong year-on-year increase reflects higher Euribor interest rates, the higher average level of bank debt than in the previous year and a negative swing in interest rate swap valuation differences.

The non-cash part of finance costs, mainly related to derivative financial instruments and the convertible bond, was €16.5 million (2022: €5.7 million). The main reason for the strong increase is a negative swing in interest rate swap valuation differences to a charge of €6.5 million compared to a benefit of €3.7 million in 2022.

The interest on lease liabilities was €41 million, compared with €33 million in 2022.

Corporate income tax

The corporate income tax expense for the year was €1.0 million (2022: €0.5 million expense). The main element of the charge, €1.4 million in 2023 (2022: €2.3 million charge), was the French CVAE tax (‘Cotisation sur la Valeur Ajoutée des Entreprises’). CVAE is a corporate value-added contribution that meets the definition of an income tax as established under IAS 12. Furthermore, corporate income tax included €2.5 million (2022: €0.6 million) current tax charges and €2.9 million (2022: €2.4 million) deferred tax benefits.

Net result and underlying net result

The net result for the full year 2023 amounted to a small loss of €2.7 million (2022: 3.7 million net loss). The underlying net result, which is the reported net result adjusted for IFRS 16 (lease accounting), PPA-related amortisation, interest rate swaps valuation differences and non-cash convertible bond interest charges, exceptional items, one-offs and the related tax effects, was a profit of €27.5 million (2022: €17.8 million). Note that the 2022 underlying net result was restated from €11.3 million. Previously, this was not adjusted for non-cash convertible bond interest charges.

Reconciliation net earnings to underlying net result

In € millions1	2023	2022
Net result	(2.7)	(3.7)
IFRS 16 adjustments	14.8	12.9
PPA amortisation	2.5	2.9
Valuation differences IRS (non-cash)	6.5	(3.7)
Non-cash interest convertible loan	9.1	8.7
Exceptional items	6.9	10.5
One-offs	1.3	-
COVID-19 rent credits	(0.5)	(2.4)
Tax effects (25.8%)	(10.5)	(7.5)
Underlying net result	27.5	17.8

1. Totals are based on non-rounded figures.

Net debt and liquidity

Net debt (excluding lease liabilities) was €804 million at year-end 2023, compared with €694 million at year-end 2022. The year-on-year increase reflects our accelerated club openings programme.

Net debt including lease liabilities was €2,464 million, compared with €2,175 million at year-end 2022.

The net debt/adjusted EBITDA¹ leverage ratio was 2.6 at year-end 2023 (year-end 2022: 2.9), which is well below the 3.5 covenant threshold agreed with our lenders.

Including committed, but undrawn facilities, the company had access to cash and cash equivalents of €215 million at year-end 2023. Cash and cash equivalents on the balance sheet amounted to €71 million at year-end 2023.

Capital expenditure

The initial average capex for the newly built clubs we opened in 2023 was €1.18 million per club (2022: €1.17 million). In 2024, we expect the average capex for a newly built club to increase slightly to around €1.25 million. Regardless of the initial capex for a club, we continue to only sign a lease contract for a new club if we expect to achieve a return on invested capital (ROIC) of at least 30% at maturity.

Maintenance capex amounted to €71.4 million in 2023 (2022: €61.2 million). The average maintenance cost per club was €55 thousand (2022: €55 thousand). Thanks to our Smart refurbishing initiative, which we are developing, we expect the average spend per club per year to remain at around €55 thousand through 2030.

Other capex amounted to €12.8 million (2022: €11.2 million). Other capex consists of investments in innovations and software development. In 2023 it also includes investments made for the energy transition, such as installing solar panels on head offices and replacing gas systems for warm water and heating with fully electric systems in clubs.

Outlook

We maintain a positive outlook on the developments of our expanding industry, despite the continued uncertainties regarding macroeconomic and geopolitical developments.

The club openings pipeline continues to be well filled. In the first ten weeks of the year, we grew our club network by 57 clubs. We expect to end the year with around 1,575 clubs, including the acquisition of the RSG Spain clubs, but excluding potential additional acquisitions. In the next few weeks, we expect to close the RSG Spain transaction, which will lift the total club count to over 1,500 and the total number of memberships to over 4 million.

We continuously evaluate the efforts we make to optimise our product offering and membership structure to enhance our revenue and results development. Without any major changes to the membership structure we expect a further gradual increase in average revenue per member to more than €24.50 in 2024. Barring any unforeseen developments, we expect revenue to increase to between €1.20 billion and €1.25 billion in 2024.

We expect a ROIC on our nearly thousand mature clubs of well over 30% in 2024.

1. Adjusted EBITDA under the bank covenants is defined as the underlying EBITDA less rent adjusted for permitted pro forma adjustments, which are capped at 15% of the total adjusted EBITDA.

In this section, we provide an overview of how Basic-Fit deals with impacts, risks, and opportunities related to sustainability (environmental, social and governance) matters.

Basic-Fit periodically updates its sustainability topics through materiality assessments or reviews. We determine material matters in conjunction with our stakeholders, identifying the issues that are most relevant for both our stakeholders and for Basic-Fit. For this year, we will maintain our focus on the topics highlighted by our most recent materiality review: focus on health and well-being, access to fitness for more people, member experience, safe and healthy facilities, environmental management, responsible business conduct, and employee recruitment, retention and engagement. Information regarding how Basic-Fit manages these topics is presented in this section. You will find more details of our materiality process in the About this report section of this annual report.

Achieving our long-term strategic objectives inherently involves taking risks. This makes risk management an essential element of Basic-Fit’s culture, corporate governance, strategy, and operational and financial management. Basic-Fit carefully considers the type of risk we take and our risk appetite in achieving our objectives. Basic-Fit’s risk management approach plays an important role in achieving our strong international growth ambitions and creating long-term value.

Description and governance

Internal control framework

We aim to make continuous improvements: we have a risk strategy, corporate governance procedures, and an internal control framework that recognise the entrepreneurship that is embedded in our culture, but also ensure compliance with laws and regulations. These continue to contribute to the identification and adequate management of strategic, operational, financial, and regulatory risks. Basic-Fit’s risk management strategy is designed to make sure that strategic objectives are pursued within established levels of risk appetite.

The Management Board, under the supervision of the Supervisory Board, is responsible for identifying and managing the risks associated with the company’s strategy and activities. The Management Board, therefore, bears ultimate responsibility for designing and establishing Basic-Fit’s risk management and internal control framework, and for creating and promoting the right business culture and values. To ensure compliance with all applicable internal and external standards, the Management Board periodically discusses strategic objectives, risk appetite, risk management and internal control systems. Designated staff members are responsible for the effective execution of controls.

The company has a centralised, structured and well-embedded legal department, with professionals who are able to ensure compliance with laws and regulations in all Basic-Fit jurisdictions. Furthermore, the compliance and privacy function monitors the corporate governance framework and compliance with laws and regulations and company policies, in line with the company’s risk strategy and compliance charter.

The three lines

The risk and control, compliance and privacy, and IT security positions represent the second line and jointly protect and monitor Basic-Fit’s risk strategy, risk culture and integrity. The second line works closely with the internal auditor, who acts as the third line, to align working methods and the approach to risk management and internal controls improvements. The second line makes sure that the internal audit findings are monitored and followed by regional operations, who together with the centralised headquarter functions represent the first line.

As defined in the internal audit charter, the internal auditor develops and implements an annual internal audit plan, applying an appropriate risk-based methodology, including risk or control concerns identified by the Management Board or the Audit and Risk Committee, and addresses compliance with policies, procedures, laws and regulations. This internal audit plan is submitted to the Management Board and Audit and Risk Committee for review, after which it is presented to the Supervisory Board for approval.

Senior management and all employees help the Management Board to carry out risk, control, and corporate governance tasks on a daily basis. They are encouraged to work in an entrepreneurial manner and to take risks, provided they are equipped to manage these risks and operate within the boundaries set by senior management in the risk management framework. Senior management is responsible for effective internal controls and the risk management for the activities under their responsibility. Second line functions help management to carry out these responsibilities in a systematic and methodical manner by enabling the identification of emerging risks and designing respective controls and by monitoring performance of existing control activities. Furthermore, the Management Board is advised by the centralised functional departments in headquarters, such as Finance, HR, Marketing, Customer Care, IT and Legal, who monitor risk management within their respective functions. Finally, the independent internal audit function plays an assurance role within the company’s risk management strategy. The internal auditor reports to the Management Board and the Audit & Risk Committee on the functioning of the internal control systems.

Audit and Risk Committee

The Audit and Risk Committee supervises the effectiveness of the internal control systems, while the Supervisory Board approves the overall strategic objectives and validates the associated risk appetite.

Developments in 2023

In 2023, Basic-Fit extended its club network by 202 clubs (213 openings and 11 closures). Basic-Fit continued to fill the pipeline of new clubs and prepared for the rollout of new clubs in line with our strategy. This despite the fact that the company was still recovering from the COVID-19 pandemic, the war in Ukraine, burgeoning inflation and the energy crisis, all of which had a considerable financial, commercial and operational impact in 2023. This affected both consumer behaviour and Basic-Fit operations and results. To manage this, the company devoted additional focus and attention to our membership structure and member communications. Furthermore, we set up an energy task force to reduce energy consumption and we continued to focus on cost control. We also further professionalised our property and expansion teams to manage costs, to maintain quality and to stabilise capex levels. Together with the liquidity injections made in 2020 and 2021, which further strengthened Basic-Fit’s financial position, this enabled the company to deal with the challenges faced in 2023, while continuing its development and growth. The leadership team and senior management analysed the possible implications for the company’s daily operations, as well as the possible economic impact, and reported its findings to the Supervisory Board on a recurring basis. Basic-Fit believes it has shown that it has the ability to respond to adversity in a pragmatic way, managing to expand its club network by 202 and increase its membership base to 3.80 million from 3.35 million in 2022.

We have enhanced our sustainability strategy and are preparing for ESG and CSRD reporting requirements, further strengthening our position on this topic. We have implemented a club facility management tool to start controlling our facilities digitally and remotely, which will help to control club operating costs and club climates efficiently.

Ongoing improvements

We improved our club expansion process even further, to control costs, ensure compliance with construction requirements and guidelines, provide efficient project management and utilise an AI-based automated club layout tool. We have automated this process to make our control and monitoring of this process even more efficient and effective.

We work continuously on embedding our vision and our value drivers in the company’s culture and entrepreneurial activities as we grow on every front. The company’s culture provides room for its employees to grow and develop and to be healthy.

As we continue on our growth path, we need to keep reviewing and developing our risk management process and internal controls. We continue to redefine and optimise these based on the constant development and growth of the organisation.

The Management Board, with its broad oversight and strategic role, sets the tone for our corporate governance. They entrust the general counsel with the responsibility to ensure legal compliance and ethical conduct. The general counsel is responsible for the company’s corporate governance, the day-to-day legal issues related to the development of the company, and compliance with and monitoring of laws and regulations and the associated risks. In pursuing these goals, the general counsel strengthened the legal department and acted as the day-to-day legal advisor in all the company’s jurisdictions, all with a strong business orientation.

The Legal department and Compliance Officer proactively assure compliance with the company’s corporate governance rules and laws and regulations, and play a clear role in protecting the company’s assets, integrity and reputation. We constantly work on building awareness of legal developments, laws, regulations, integrity and risks within the company through training and communication. Basic-Fit has a data protection officer and a privacy officer, who are responsible for monitoring privacy-related risks and GDPR compliance and executing day-to-day privacy recommendations related to running the business and new projects.

Together, the risk and control, compliance and privacy, and IT security functions are responsible for reviewing and monitoring the risk strategy, with a focus on fields and areas in which the company is developing strongly. They do this from a broad perspective, taking the risk assessment and risk table in this section as a starting point. The internal control framework officer is focused on continued enhancement of the internal control framework in close cooperation with the internal auditor.

In addition to this, Basic-Fit devotes continuous attention to embedding and maintaining awareness of the Business Continuity Plan, with the aim of securing the functioning and continuity of the business in the event of severe internal or external incidents.

Internal audit in 2023

Internal auditing is outsourced to an independent international audit firm. During the yearly review of the internal control framework, the firm identified opportunities for control and process improvements. The review and its recommendations have been taken into account and have been implemented in the company's processes. The outcome of the reviews, including the detailed management actions that were agreed upon, was discussed in the Audit & Risk Committee in the presence of the internal auditor. The internal auditors use a risk-based internal audit plan that enables them to provide the Management Board with the necessary assurance on how Basic-Fit manages key risks, including the effectiveness of the controls and other responses to such risks. The internal audit plan for 2024 has been reviewed by the Audit & Risk Committee and approved by the Supervisory Board. Basic-Fit will continue to increase compliance and risk awareness in the company and will focus on increasing efficiency, knowledge sharing, and the monitoring of risks and controls in a constantly growing and developing organisation through increased use of smart technology and automation.

Risk appetite and sensitivity

In general, Basic-Fit takes an entrepreneurial but prudent approach to risk taking. The risk boundaries are defined by the company’s culture and our corporate governance, defined in Basic-Fit’s strategy, values, code of conduct, policies and procedures. We identify, assess and manage the risk management approach to risk for each risk category and topic.

Basic-Fit recognises the importance of good governance, and its vital role in ensuring integrity and maintaining open and transparent communications with stakeholders and other parties interested in the company. Basic-Fit’s corporate governance structure, its supervision, and how it is reported are all in line with the Dutch Corporate Governance Code 2022 (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 collectively responsible for the day-to-day management of Basic-Fit. Its tasks include the overall management, performance and general affairs of Basic-Fit, as well as 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. Over the past year, the Management Board devoted specific and close attention to the approach and execution of Basic-Fit's strategy in light of the control of costs, enhancing the base processes and maturity and general recovery from the COVID-19 pandemic, while dealing with the geopolitical and economic developments that the world faced in 2023, as a result of the wars in Ukraine and Gaza and other developments. Despite this, the company was able to open 202 clubs and had increased its member numbers to 3.8 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 in line with the Code 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 Leadership team assists 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. On 8 February 2023, the Supervisory Board and Management Board adopted new Leadership team rules, which were published on the Basic-Fit corporate website.

Appointment, dismissal and suspension

The 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 General Meeting may only overrule the binding nature of a nomination by the Supervisory Board by resolution of the General Meeting adopted by an absolute majority of the votes cast, provided said majority represents at least one-third of the company’s 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 can be passed by an absolute majority of the votes cast, irrespective of the capital present or represented at the 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 said meeting.

If the General Meeting overrules the binding nature of the nomination, the Supervisory Board shall draw up a new binding nomination to be voted upon at the next meeting. If the Supervisory Board has not drawn up a proposal or binding nomination, the General Meeting is free to appoint a member of the Management Board, provided that the appointment is subject to and in accordance with the requirements under applicable law, and further provided that said 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 share capital.

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. If the General Meeting votes in favour of the suspension or dismissal by an absolute majority of the votes cast, but this majority does not represent at least one-third of the issued share capital, 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.

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 chairman.

As at 31 December 2023, the composition of the Management Board was:

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

• Hans van der Aar (1958, 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 and have 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.

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 as 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 our affiliated business, taking into consideration the interests of all Basic-Fit stakeholders.

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 has adjusted the Supervisory Board rules in line with the Code. The Supervisory Board Rules 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.

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 General Meeting overrules the binding nature of the nomination, the Supervisory Board shall draw up a new binding nomination to be voted upon at the next meeting. If the General Meeting does not overrule the binding nature of a nomination and the nomination for a vacancy to be filled consists of one person, the person nominated by the Supervisory Board is considered appointed by the General 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. Under 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.

If the General Meeting votes in favour of the suspension or dismissal 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, a new meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, irrespective of the part of the capital 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.

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 2023, 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 has been 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. Kees van der Graaf stepped down as Supervisory Board member as per the AGM in April 2023.

Herman Rutgers is the Supervisory Board member who serves as an industry expert. 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.

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.

As at 31 December 2023, the composition of the Supervisory Board was as follows:

Name	Position
Jan van Nieuwenhuizen	Chairman
Carin Gorter	Vice-chairman and Chairman of the Audit & Risk Committee
Herman Rutgers	Chairman of the Selection, Appointment & Remuneration Committee
Hans Willemse	Member of the Selection, Appointment & Remuneration Committee and the Audit & Risk Committee
Rob van der Heijden	Member of the Selection, Appointment & Remuneration Committee and the Audit & Risk Committee
Joëlle Frijters	Member

The Supervisory Board Profile contains additional information. 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 quality and integrity of its financial reporting process, the content of the financial statements and reports, and the assessment and mitigation of Basic-Fit’s business and financial 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. 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 headquarters, 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 Related party transactions 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 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 within the company and believes that diversity, in a broad perspective such as gender, age, nationality, education and otherwise, is essential to the pursuance of its sustainable long-term strategy. In this respect, Basic-Fit aims to have an adequate and balanced composition of all its corporate bodies in line with Dutch legislation and our D&I policy. Diversity and inclusiveness are part of the core values of Basic-Fit, as reflected in our strategy towards members, employees and other stakeholders. You will find more information on Basic-Fit’s core values in the Fitter communities section of this annual report.

The Diversity Act (Diversiteitswet) enacted in 2022, aims to balance the ratio of men and women in management and supervisory boards. This law provides for a statutory growth quota for the supervisory boards of NV's listed in the Netherlands and an appropriate and ambitious target, to be set by the company itself, for Management Board and the senior management (to be defined by company itself) of large NVs and BVs to promote gender diversity. The law re-enacted the statutory regulation of article 2:166/267 of the Dutch Civil Code for large NVs and BVs that expired on 1 January 2020. The law applies to Basic-Fit and entered into force on 1 January 2022.

Firstly, the law includes a quota of at least one-third male and one-third female for Supervisory Boards. An appointment that does not make the composition more balanced in line with this law is void. Exceptions apply to reappointments within eight years from the year of appointment and appointments in the event of exceptional circumstances.

In addition, 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.

Basic-Fit has, for the first time in 2023, informed the SER about the plan, the progress, the number of men and women in middle and senior management positions, the plan to achieve the target figure and the extent to which the goals set in the previous financial year have been achieved, and if one or more goals have not been achieved, the reasons why. The information that has been reported to the SER is also included in the management report. The SER will monitor progress and whether companies are complying with their commitments and make the results public.

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 D&I policy. Diversity and inclusion are deeply rooted in our values and 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 in 2023, making it an updated and more comprehensive D&I policy that takes into account new legislation. The company will also continuously 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 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 as a whole

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 2023, the entire Basic-Fit workforce consisted of 49% women and 51% men. Of all leadership positions in the organisation at every level combined, 46% of leadership positions were filled by women. This follows a trend that has been established at Basic-Fit for years and to which Basic-Fit attaches great importance. Basic-Fit is keen to maintain this strong balance.

Supervisory Board

There are currently six Supervisory Board members, four of whom are male and two of whom are female. Basic-Fit therefore meets the gender diversity targets stipulated for the Supervisory Board 0f 33,3% female and male presence.

Management Board and Leadership Team

The statutory Management Board consists of two members, René Moos the CEO, and Hans van der Aar the CFO, both men. There have been no vacancies in the Management Board in recent years. 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, making the female representation 25%.

Middle management

For the determination of the middle management level at Basic-Fit, all persons as from scale 18 in the Basic-Fit job classification system, which only includes managerial positions, are taken into account. The middle management consists of 36% women and 64% men.

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 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.

All gender diversity targets as set in the plan for 2024 have therefore been met.

Gender diversity targets

Basic-Fit formulates 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:

• Promote diversity in the composition of our workforce through inflow and advancement to make it a representative reflection of society and our membership base.

• For the entire workforce, the percentage of both men and women always remains between 45% and 55%.

• At least one-third of our Supervisory Board, Leadership team and middle management (from level 18) is female and at least one-third male.

• Basic-Fit rewards equally for equal work.

• A working environment that is safe and free from discrimination.

• Fair and equal access to opportunities.

• Leadership with an eye for diversity values.

In order to continue to achieve objectives, we continuously develop our policies and measures, partly on the basis of the feedback from our employees. At the moment, Basic-Fit has been able to achieve many of these 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. Last year was the first full year in which the leadership team functioned with four rather than three people, which in addition to giving us a more complete leadership team took the step towards 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 2024 and developments in 2023

	m/f ratio per 1/1/2024	m/f ratio per 1/1/2023	m/f target 2023	m/f target 2024	Explanation
Total employee group	51% /49%	50% / 50%	The m/f ratio in the entire group is between 45% and 55% for both m/f	The m/f ratio in the entire group is between 45% and 55% for both m/f	Basic-Fit is satisfied with the gender diversity ratio. The aim is to keep the m/f ratio in the range of 45% to 55%. The ratio per the end of 2023 was nearly the same as at year-end 2022, and stayed within the bandwidth defined by Basic-Fit.
Supervisory Board	67% / 33%	83% / 17%	67% / 33%	67% / 33%	At the AGM in April 2023, a sixth SB member was appointed: Joëlle Frijters. Basic-Fit therefore meets the minimum requirement of 1/3rd men and 1/3rd women on the Supervisory Board, which was the target for 2023. A balanced diversity within the Supervisory Board will always be on the agenda.
Management Board and Leadership Team	75% / 25%	75% / 25%	75% / 25%	75% / 25%	The LT consists of the members of the MB and the CCO and COO. At the end of 2021, a CCO was added to the LT, who is a woman, resulting in a female representation of 25% in 2023. The size of the MB and LT is small. No change took place in 2023 and no change is foreseen in 2024. If there is a change in the current MB or LT or an expansion of the MB or LT in the coming years, the wish and the aim will be to further increase diversity in all aspects, including gender.
Middle management	64% / 36%	66% / 34%	minimum 67% / 33%, with a target of 63% / 37% at the end of 2024	minimum 67% / 33%, with a target of 63% / 37% at the end of 2024	Basic-Fit is quite satisfied with the current gender diversity balance in its middle management. At the middle management level, diversity is pursued in a broad perspective, including gender. The overall presence of female leadership in the entire group is 46% of all management roles. With a growing or changing middle management, the aim is to achieve an even more balanced composition between men and women at this level. Due to the rather small size of the middle management group and the fact that small changes have a rapid quick impact, an exact percentage is difficult to name. The minimum target is 1/3 female and 1/3 male in this group. The aim is to further shift the balance to 63% male and 37% female in 2024. At year-end 2023, the balance was 64% male and 36% female. The wish is to make this even more balanced, but it is difficult to predict the changes within this group and the impact this change will have. Where possible, Basic-Fit will strive to maintain or increase this balance, but to at least maintain a 33% female presence.

Policies and measures to achieve the objectives

Commitment of senior management

It is important that the senior management of the organisation feels the necessity and urgency of the diversity policy and propagates it from the top of the organisation. Diversity and inclusion are an integral part of Basic-Fit's vision and mission and the composition of its total workforce reflects Basic-Fit's diverse membership group. Across the entire employee group, there has been a healthy and equal balance between men and women for 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 middle 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.

The D&I Policy and gender diversity is deeply embedded in the organisation and is propagated by the leadership team in the implementation of strategy and policies. The HR department also plays an active role in ensuring that active D&I policies and measures are embedded and followed up in the organisation at every level of the employee cycle described below. The leadership team is supported by the directors layer, which includes the people responsible for all operational units and all staff departments. In their periodic meetings, these directors are closely involved in the implementation of the D&I policy and bear joint responsibility.

All Basic-Fit managers, including senior and middle management, receive regular training and education in the field of leadership, strategy and values, with the focus on realising all the elements of the Basic-Fit strategy and objectives. Development in the field of inclusive leadership, unconscious biases and objective interviewing will be a regular part of this programme.

• As part of the D&I working group, Basic-Fit has appointed D&I ambassadors in the organisation.

• 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.

• Basic-Fit formulates SMART objectives in the field of D&I and more specifically gender 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.

• Basic-Fit has a mentoring programme for talented employees to stimulate succession and advancement from within. The company also has a specific mentoring programme for female talent.

• All employees can participate in dialogue sessions or workshops on diversity, equality and inclusion in employee resource groups. We take the position that we have never finished learning and continue to innovate. We invite employees to share initiatives with the D&I working group. This can also be done in the Lunch & Learn sessions we organise on a regular basis for employees in Basic-Fit’s middle management and leadership team. This also includes specific attention for D&I and female leadership.

• 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 and takes into account the findings of the employee resource groups related to the likes of long-term or care leave, parental leave, etc.

Basic-Fit culture

Basic-Fit attaches great importance to providing a safe and pleasant working environment. We expect employees to contribute to a working environment without any form of undesirable behaviour, such as sexual harassment, aggression and violence, discrimination, stalking, bullying, abuse of power, insults, and verbal defamation. This means that there is a safe and open culture, where people dare to address each other about any form of undesirable behaviour. This means that all employees know that such behaviour is not accepted and that it is associated with appropriate actions. 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.

Basic-Fit is developing various initiatives to stimulate and increase dialogue and awareness about diversity and inclusion in the workplace. Inclusive communication is crucial for success. Basic-Fit actively communicates internally and externally about the organisation’s diversity vision and the associated objectives and measures. Basic-Fit also pays attention in word and image to role models within the organisation, for example at Orange Connect or in seminars, to bring Basic-Fit to the attention of potential new colleagues. We also show that we strive to be a diverse organisation in our labour market communication and via our social media channels. We have experience stories from colleagues in various labour market positions, different ages, sexual and gender identities, cultural backgrounds, education, job levels and areas of work, so that many different candidates find recognition and connection. Basic-Fit regularly checks this to ensure objectivity. Recruiters are also trained in the writing of inclusive recruitment texts.

D&I goals in the employee lifecycle

Basic-Fit used and adapted Steven AJ Cox's 'Employee Lifecycle' (2019) Diversity and Inclusion framework' to identify D&I goals in the employee lifecycle.

Attract: Being an attractive inclusive employer

We want to offer everyone equal opportunities to work at Basic-Fit. We do this by:

• Gender-neutral and inclusive language in all our communication. By training our communication and HR teams in Tone of Voice, in line with the Basic-Fit values that are embedded in our D&I policy. This ensures that our language is inclusive and does not exclude anyone.

• The use of inclusive and gender-diverse storytelling on our recruitment channels, such as LinkedIn and Career websites. The goal is to make two of these posts on these channels and on our intranet Orange Connect every quarter, with (gender) diverse profiles that show what it is like to work at Basic-Fit.

• On our corporate website, we communicate about our D&I policy, our objectives and what we achieve in the field of D&I (including gender diversity). These statistics will be developed and available in an up-to-date form through a connection to Power BI. This promotes transparency in the field of (gender) diversity and the objectives of Basic-Fit.

Recruitment and Selection: Everyone should be enabled to make a successful application

We strive for a process that is free of bias, clearly identifies our interest in diverse candidates, supports applications from diverse candidates, and sets expectations for hiring managers/external recruitment agencies. In order to offer everyone equal opportunities, we work as objectively as possible in our recruitment, selection, internal transfer and promotion processes. For example, we use an assessment that makes selection objective and suitable for a wide variety of candidates. We strive to ensure that no one feels discriminated against and we are guided by relevant and objective criteria in recruitment and selection.

Onboarding: Making sure everyone knows the company and strategy, understands the values and what is expected.

New employees understand our expectations and know what support there is and what opportunities are available, for everyone equally. Everyone feels comfortable being themselves at work. Basic-Fit has a central and inclusive introduction programme that is constantly evolving. This contributes to the smooth introduction of new colleagues within Basic-Fit and a feeling of being welcome.

Learning and development: everyone gets equal opportunities in training and education programmes

At Basic-Fit, we offer everyone the space and equal opportunities to develop themselves. Through the training courses we offer and the focus on personal development, we strive to create as many equal opportunities as possible for everyone. In addition, we believe that everyone has talents and our design for talent development takes an inclusive approach. Where necessary, we offer specific learning and development opportunities to specific target groups to promote diversity. As part of Basic-Fit’s Learning Management System (LMS), we developed a D&I track in 2023. We launched LinkedIn Learning in 2023, with a high-quality D&I challenge, to promote knowledge of D&I and gender diversity. Throughout the year, Basic-Fit draws attention to D&I, including gender diversity, in a variety of ways. Basic-Fit makes podcasts with guest speakers on this topic and we host Lunch and Learn meetings on this topic. At least one session per year will be devoted to female leadership. Female executives will share their experience of leadership at Basic-Fit. In the leadership training for middle management, the focus is on the development of all facets of leadership, including (gender) diversity training and awareness. This ensures inclusive leadership and involvement in the implementation of the D&I policy and the role of female managers.

Reward, recognition and benefits: Everyone is treated fairly

An equal pay policy is important. In 2022, Basic-Fit conducted a benchmark study into the market conformity of the salaries within Basic-Fit and all positions and profiles classified in a job classification system with the corresponding salary scales. This has already largely mapped out deviations between people in similar roles with similar circumstances, and we have taken further measures on this front. We will conduct regular investigations into whether there are differences in pay between men and women in equal roles under the same conditions. This will help us to ensure equal inclusive pay.

Progression and performance:

Basic-Fit conducts and records performance assessments consistently, inclusively, objectively and transparently, in line with D&I policy. In addition, we are setting up an inclusive talent identification and success planning programme in Workday for the development and advancement of talent, with equal opportunities for all. Managers are trained in honest and objective assessment. We have set up a mentoring programme to promote female leadership, in which managers can seek cooperation with external mentoring programmes, but in which internal female leadership also plays an exemplary role.

Exit: Using and learning from feedback from people leaving and preventing employees from leaving due to a lack of inclusion.

Diverse talent must want to stay with the company. We act on feedback and use inclusion programmes in the workplace. We learn from people who leave and investigate whether there is a lack of inclusion. We process the data from the exit interviews and surveys objectively and transparently and reported this in Power BI. We use the input to investigate the policy and, where necessary, to improve it.

Furthermore, you will find additional information on age, gender, nationality and background in the Non-financial information section. 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 proceedings 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 chairman of the Supervisory Board. Members of the Management Board and Supervisory Board may attend the General Meeting and shall have an advisory vote. The chairman 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 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 2023, 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 Corporate Governance Code 2022 (the Code) and the Articles of Association, the period of such designation may not exceed five years. At the designation, the number of ordinary shares to be issued by the Management Board must be determined. 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 24 April 2023 (i.e. until 23 April 2028), 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 24 April 2023 (i.e. until 23 October 2024), 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 24 April 2023, 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 23 October 2024), 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 strong return profile of new club openings, the primary use of cash for the short to medium term will be for investments in the rollout of new clubs. 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 financial years 2023 and 2024, the General Meeting appointed Ernst & Young Accountants LLP 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.

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. Both members of the Management Board, René Moos and Hans van der Aar, have been appointed for an indefinite period of time, given their positions as CEO/co-founder and CFO before listing, respectively. The service agreements for the CEO and CFO are for an indefinite period of time, thereby maintaining the same term included in their 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.

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).

Shareholders holding more than 3%1
René Moos, our CEO (directly and indirectly via AM Holding B.V.)	14.3%
Impactive Capital LP	10.1%
North Peak Capital Management, LLC	10.0%
OLP Capital Management Limited	9.9%
3i Group plc	6.6%
JP Morgan Chase & Co	5.2%
CAS Investment Partners, LLC	3.0%

1. These are the interests reported to the AFM’s register of substantial interests per 31 December 2023. 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.

In control statement

The Management Board manages the company and is responsible for achieving the company’s strategy, objectives, goals and results, and for taking appropriate measures in relation to the design and operation of the risk management and control systems in a manner that is consistent with Basic‑Fit’s business. In 2023, the priority of the Management Board was to recover from the impact of the COVID-19 pandemic, to mitigate the risks of the geopolitical and societal developments due to the war in the Ukraine and Gaza, the energy crisis and the inflation and its impact on Basic-Fit, and to continue the execution of its growth strategy. While doing this, Basic-Fit relied on, reviewed and continuously enhanced the company’s risk management and control processes with regard to its strategic, operational, legal and compliance, and financial risks (including risks related to financial reporting). Basic-Fit has implemented continuous improvements in the registration, documentation and formalisation of processes and controls in line with the development of the strategy and the growth of the company. The segregation of duties is part of all processes and IT systems have been aligned with the growth level of the company. The risk management and control systems have been designed to: identify opportunities and risks in a timely manner; manage key risks; facilitate the realisation of the company’s strategic, operational and financial objectives, while safeguarding the reliability of the company’s financial reporting; and complying with applicable laws and regulations. The reviews and enhancements, including changes and planned improvements, were discussed with the Audit & Risk Committee and the Supervisory Board.

It should be noted that the above does not imply that these systems and procedures, however well-designed and however much intended to control risks optimally, provide absolute assurance as to the realisation of operational and strategic objectives. Nor that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliance with legislation, rules and regulations. Based on the approach described above, the Management Board believes that, with respect to financial reporting, the internal risk management and control systems performed satisfactorily in the year 2023, and provide reasonable assurance that the financial reporting does not contain any material inaccuracies.

Responsibility statement

The Management Board confirms that, to the best of its knowledge:

• The financial statements for 2023 give a true and fair view of Basic-Fit’s assets, liabilities, financial position and comprehensive income and those of the companies included in the consolidation taken as a whole.

• The Management Board report provides a true and fair view of Basic-Fit’s position as of 31 December 2023, and of Basic-Fit’s development and performance in 2023 and of its affiliated companies whose information has been included in its financial statements and describes the key risks Basic-Fit faces.

• The Management Board concluded that it is justified that the financial reporting is prepared on a going concern basis.

• The Management Board report discloses all material risks and uncertainties that are relevant regarding the expectations as to the continuity of Basic-Fit for the 12-month period after the date this Management Board report was prepared.

Hoofddorp, 13 March 2024

Basic-Fit Management Board

René Moos, CEO
Hans van der Aar, CFO

Jan van Nieuwenhuizen

Chairman of the Supervisory Board (as of 24 April 2023)

Previously

Member of the Management Board of Rabobank
Member of the Management Board of NIBC
Several roles and boardroom positions with JP Morgan and Morgan Stanley

Currently

Chairman of the Supervisory Board of ForFarmers N.V.
Chairman of the Supervisory Board of Wealth Management Partners
Member of the Board of Trustees of Leids Universiteits Fonds
Member of the Board of Trustees of the Hartstichting
Member of the Supervisory Board of CED Europe

Education

Master’s degree in Politics, Business and Managerial Economics from the University of Freiburg, Germany

Carin Gorter

Vice-chairman and Chairman of the Audit & Risk Committee

Previously

Senior Executive Vice President Group Compliance, Legal & Security at ABN AMRO
Member of several supervisory boards

Currently

Member of the Supervisory Board Coöperatie TVM U.A (until 11 April 2024)
Member of the Supervisory Board of TKH Group N.V.
Member of the Supervisory Board of DAS Holding N.V.
Member of the Supervisory Board of Nederlandse Transplantatie Stichting
Member of the Supervisory Board of Ebusco Holding N.V.

Education

Chartered Accountant.
Master’s degree in Business Economics from the University of Groningen, the Netherlands

Herman Rutgers

Chairman of the Selection, Appointment & Remuneration Committee

Previously

Extensive international executive experience (Quaker Oats, AkzoOrganon, Sheaffer Pen, Prince/Benetton Sports Group, Life Fitness and Octane Fitness), with over 25 years in the fitness industry
Supervisory Board member of SATS and Activage in Sweden
Co-Founder and board member EuropeActive in Brussels, Belgium

Currently

Ambassador of EuropeActive (European trade association for the health & fitness industry)
International Ambassador for Reed Exhibitions/FIBO in Germany
Advisor Wellness Foundation, Italy
Co-author of the European Health & Fitness Market Report; contributor to several books on the fitness sector

Education

Bachelor’s degree in Business Administration from Hogere Textielschool, Enschede, the Netherlands.

Hans Willemse

Member of the Audit & Risk Committee; member of the Selection, Appointment & Remuneration Committee

Previously

Several positions at ABN AMRO, mainly in the financial restructuring and recovery department
Member of the management team and credit committee at Hollandse Bank Unie (a former ABN AMRO subsidiary)

Currently

Managing partner at Craic Capital, a corporate finance and investment boutique founded and owned by Hans Willemse in 2008
Supervisory Board member at Mepal BV

Education

Master’s degree in Dutch Civil Law from Leiden University, the Netherlands

Rob van der Heijden

Member of the Audit & Risk Committee; member of the Selection, Appointment & Remuneration Committee

Previously

Director Corporate Banking and first Vice-President of Commerzbank Nederland N.V.

Currently

Managing director of Citadel International B.V.
Managing director of Harvill Group Holding B.V.
Member of the Board of Fused Information Technology B.V.
Chairman of the Supervisory Board of Autobedrijf van den Udenhout B.V.
President of the Board of foundation Hamarpa (MBI Group)

Education

Bachelor’s degree in Business Administration SVM Real Estate Broker

Joëlle Frijters

Member of the Supervisory Board

Previously

Founder and Managing Director at Improve Digital
Management role at Microsoft

Currently

Co-founder of Inspiring Fifty
Member of the Supervisory Board at CM.com NV
Member of the Supervisory Board at TABS (a HAL investment)
Member of the Supervisory Board of HighTechXL
Advisory Board member at The Cronos Group

Education

Bachelor's degree in Business Administration from Hotelschool The Hague and MBA at IESE Business School

General introduction

The year 2023 was a recovery year after the COVID-19 pandemic. It was a year of challenges, but also opportunities to take our member back to pre-COVID levels and to continue with our growth plan, which had remained unchanged. The geopolitical and economic challenges remained, with the ongoing war in the Ukraine and yet another war in the Gaza strip. And the impact of inflation of salaries, energy prices and the cost of living continued. Despite all of this, Basic-Fit was able to expand its club count by 202 clubs to 1,402 clubs by the end of the year and expand its member base to 3.8 million members. In the meantime, the company continued with its strict approach to energy consumption and cost controls and maintained its focus on innovation, expansion and the continued professionalisation of processes, with a focus on the company’s future long-term growth and development.

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 2023 focused on supervising the approach to cost controls, the adjustments in the membership structure, the company’s sustainability strategy and the preparations for ESG reporting and the strengthening of Basic-Fit’s presence in the Spanish market with the acquisition of McFit Spain with 47 clubs, which is still conditional upon clearance from the relevant competition authority. 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 2023, the company’s Articles of Association, and the overall interests of Basic-Fit, our business and our stakeholders.

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 24 April 2023, Kees van der Graaf stepped down as Chairman of the Supervisory Board, and was succeeded by current member Jan van Nieuwenhuizen as the Chairman of the Supervisory Board. The Supervisory Board and Management Board wish to thank Kees for his valuable contribution until the AGM in April 2023. Furthermore, an additional member was added to the Supervisory Board with the appointment of Joëlle Frijters. The Supervisory Board currently consists of six members. These appointments led to a further improvement of the composition and diversity of the Supervisory Board in terms of expertise, knowledge, skills, gender, age and independence. The Supervisory Board adjusted its profile in February 2023 to make it compliant with the renewed Code and the gender diversity legislation applicable to the company. The current composition of the Supervisory Board is as follows: Jan van Nieuwenhuizen (chairman), Carin Gorter (vice-chair), Hans Willemse, Herman Rutgers, Rob van der Heijden and Joëlle Frijters.

Furthermore at the AGM to be held in 2024, the Supervisory Board will ask the AGM to approve the re-appointment of Carin Gorter for an additional period of two years. Her expertise and knowledge of the company, in a phase with many financial and risk-related challenges, combined with the selection and appointment process for a new auditor due to start with the audit for the year 2026, for which the AGM will be asked for approval of appointment, makes it desirable to keep her in her position as chair of the Audit & Risk committee.

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. As explained in the corporate governance section, 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 and CSRD reporting requirements and how this impacts Basic-Fit.

This report was prepared by the Management Board and the Selection, Appointment & Remuneration Committee of the Supervisory Board. 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 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 26 April 2024 for an advisory vote.

Remuneration policy

The Remuneration policy in place was approved by the General Meeting on 22 April 2020, and became effective on the same date. 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. Ahead of the General Meeting, there has been extensive communication with stakeholders on the remuneration report and the chosen approach. At the General Meeting of 24 April 2023, the shareholders were asked to give an advisory vote on the remuneration report over the year 2022. Of the represented share capital, 78.78% voted in favour of the remuneration report. The size of the vote gave sufficient comfort that the proposed remuneration package for 2023 for the Management Board and the Supervisory Board and the approach to the variable remuneration elements are 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 2023 was implemented as proposed.

Following the earlier decision of the previous two years, the PSP plan 2020-2022 due to vest in 2023, did not vest for the Management Board. Furthermore, once again this year the CEO's salary was not increased in 2023 for the third year in a row, the last increase of 2.5% being in January 2020. The base salary of the CFO was increased by 8.3% in 2023, as announced in last year’s remuneration report. For 2024, the base salaries for both CEO and CFO will not be increased. This approach reflects the spirit of the remuneration policy, sensible and responsible business behaviour, and addresses the interests of the shareholders.

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 2023. The report concludes with the details of the remuneration policy of the Supervisory Board and how this remuneration policy was implemented in 2023.

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 every three years to assess the market comparability of the remuneration package. At the end of 2022, an independent audit firm performed a new benchmark assessment, which affected the decision on the remuneration of the Management Board for 2023 onwards. This new benchmark assessment on the remuneration of the Management Board and Supervisory Board was performed within the framework of the remuneration policy. The total package of remuneration components, including the 2022 conditions for remuneration, were taken into account and benchmarked against a selected peer group. At the end of 2023, the audit firm in question was asked to provide a refreshment update on the benchmark assessment and to provide guidance for the revised remuneration policy that will be put to the General Meeting for approval on 26 April 2024.

The benchmark peer group was updated in 2022 and remains unchanged going forward. The comparability guidance remained unchanged, taking into account 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 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.

As from the year 2023, the new and updated peer group has been defined as follows:

Remuneration reference group new as per 2023
Aalberts N.V.	Peleton Interactive Inc.
AMG Advanced Metallurgical Group N.V.	Planet Fitness, Inc.
ASM International N.V.	Sligro Food Group N.V.
BE Semiconductor Industries N.V.	Societé des Bains de Mer
Compagnie des Alpes SA	Technogym SpA
Corbion N.V.	TKH Group N.V.
Fugro N.V.	TomTom N.V.
Inpost SA	Warehouses de Pauw N.V.
Just Eat Takeaway.com N.V.	Weight Watchers International, Inc.

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 (14.3% at the end of 2023), which strengthens the vision of a sustainable long-term value creation strategy for the company and which 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 is that the remuneration of the Management Board should be aimed around the median of the peer group. In 2023, in the updated benchmark assessment, the average positioning of Basic-Fit within the remuneration peer group based on 2022 figures 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, 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, 2022 and 2023, taking into account the uncertain situation, the focus on recovery and the share price development that reflected this uncertainty, the CEO waived all increases of salary. The CFO also waived an increase in 2021, but in 2022 it was decided to increase the CFO’s base salary by 7% and to increase the CFO’s base salary in 2023 by 8.3%.

The 2022 benchmark assessment, confirmed by the refreshment of the assessment in 2023 (together the updated benchmark assessment), shows that the base salary of the CEO remains between the median and upper quartile market level of the remuneration peer group. The base salary of the CFO is currently set above 90th percentile levels within the peer group. The reason behind this is that the Management Board responsibilities in the current combination of CEO and CFO are shared equally, which led to the decision to bring the base salary of the CFO for 2023 more in line with market practice and closer to the CEO’s salary, although still within the guidance of the remuneration policy,

In the updated benchmark assessment, for the CEO and the CFO, both the STI and LTI as a percentage of base salary are positioned below the 25th percentile of the peer group. The base salary together with the STI and LTI (TDC, Total Direct Compensation) are also positioned below the 25th percentile of the peer group.

Outlook 2024 and update of the remuneration policy

Compared to the remuneration peer group, Basic-Fit has a relatively larger focus on fixed pay compared to variable pay. In addition, within the variable remuneration, the companies included in the remuneration peer group typically place more weight on the LTI than the STI. Both STI and LTI as percentage of base salary could be increased for the CEO and the CFO of Basic-Fit in order to gear the desired position in the remuneration peer group of the TDC towards median level, which is the guiding principles defined in the remuneration policy. The adjustment of the principle of the variable compensation would lead to a change in the remuneration policy.

The Supervisory Board and Management Board want to bring the remuneration package more in line with the entrepreneurial culture of Basic-Fit, with a good balance between fixed and variable income, with more emphasis on the variable part of the remuneration in a new remuneration policy as from 2024. This led to the proposal to adjust the remuneration policy, mainly to bring the variable remuneration, and with that the TDC more in line with the peer group.
Furthermore, when drafting the updated policy, we have taken into account comments and suggestions from investors, external audit firms and investor consultancy institutions. This was mainly related to comments on the peer group, the division of variable and fixed remuneration, and the type of targets that would best suit a company such as Basic-Fit and its shareholders’ interests.

Therefore, Basic-Fit will propose a new remuneration policy to the AGM with the following principles.

• TDC remains around median level of the peer group

• The LTI level may be subject to a higher increase compared to the STI level to be more consistent with the pay mix of the remuneration peer group

• The proposal is to adjust the STI for the CEO and the CFO from 40% to 50% of base salary

• The LTI for the CEO can grow from 60% to 100% of base salary and for CFO from 50% to 75% of base salary to gear more towards the median level of the peer group. However, in consultation with the Management Board, it was decided to propose increasing the LTI for the CEO from 60% to 75% and for the CFO from 50% to 60%.

• The remaining principles, for example the targets, remain unchanged.

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. The fact that the CEO received no remuneration increase for 2023, and will again not be given an increase for 2024, while the CFO received a limited increase of 8.3% in 2023 and 0% for 2024, helps to balance the pay ratio further. As stated above, it is proposed that the LTI be increased less than anticipated when gearing towards the median of the peer group. 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:

• Total CEO remuneration consists of the following components for the full-year 2023: base salary €729,063 (2022: €729,063) + short-term incentives of €262,463 (2022: €182,266) + long-term incentives (PSP) at fair value at grant of €437,453 (2022: €437,438) + pension allowance of €109,359 (2022: €109,359 ) + Social security costs of €18,018 (2022: €16,342) + other personnel costs (company car) of €39,097 (2022: €31,815). 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 total average number of employees expressed in FTEs as disclosed in the same note.

Consequently, Basic-Fit’s calculated pay ratio in 2023 is 39.9 (2022: 40.0 and 2019 pre COVID: 40.2), implying that CEO remuneration is 39,8 (2022: 40 / 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 1.16 (compared to 1.21 in 2022). The pay ratio of the CEO compared with the next senior management level remains 5.05 in 2023 (compared to 5.05 in 2022).

These internal pay ratios were taken into account in the compensation discussions within the company. In 2023, the average increase of salaries for Basic-Fit employees was around 6.5%. In the determination of the remuneration of senior management and the definition and implementation of the new salary structure for the HQ and clubs, the focus was on bringing salaries further in line with each other and with the market. Basic-Fit revisited this process in 2022, also taking into account the increasing 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. In the years 2019, 2020, 2021, deviating standards for the remuneration package were applied, 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 seems to show an upward trend, this is actually a more normalised remuneration, with normalised PSP grant, but no PSP vesting in 2023 due to COVID-19 still having a downward impact.

	2023	2022	2021	2020	2019	2018	2017
Pay ratio CEO - all employees	39,88	40,05	33,99	27,94	40,24	37,49	35,90
Pay ratio CEO - CFO	1,16	1,21	1,32	1,28	1,34	1,30	1,36
Pay ratio CEO - next level management-top	5,05	5,05	4,97	4,88	6,46	6,93	6,66

Management Board remuneration

	FY 2019	FY 2020	FY 2021	FY 2022	FY 2023
Director’s remuneration
René Moos	1,630,614	929,334	1,180,405	1,506,283	1,595,453
Hans van der Aar	1,214,766	727,852	891,146	1,245,333	1,375,149
Supervisory Board remuneration	299,000	294,104	341,000	306,944	323,404
Company performance
Total revenue	515,158,771	376,810,891	340,746,009	794,570,779	1,047,247.169
Underlying EBITDA less rent (until 2019: Adjusted EBITDA)	155,156,129	93,765,645	31,629,908	203,779,706	260,517,028
No. of clubs	784	905	1,015	1,200	1,402
Average remuneration of a FT equivalent basis of employees
Employees of the group	40,526	36,524	34,728	37,609	40,061
Annual change	FY 2018 – FY 2019	FY 2019 – FY 2020	FY 2020 – FY 2021	FY 2021 – FY 2022	FY 2022 – FY 2023
Director’s remuneration
René Moos	9.9%	-43.0%	27.0%	27.6%	5.9%
Hans van der Aar	6.9%	-40.1%	22.4%	39.7%	10.4%
Supervisory Board remuneration	0.0%	-1.6%	15.9%	-10.0%	5.4%
Company performance
Total revenue	28.2%	-26.9%	-9.6%	133.2%	31.7%
Underlying EBITDA less rent (until 2019: Adjusted EBITDA)	25.0%	-39.6%	-66.3%	544.3%	27.9%
No. of clubs	24.6%	15.4%	12.2%	18.2%	16.8%
Average remuneration of a FT equivalent basis of employees
Employees of the group	2.4%	-9.9%	-4.9%	8.3%	6.5%

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 this 2023 benchmark due diligence exercise, the fixed compensation for the CEO was not adjusted as per 1 January 2023 due to the continuing unrest and the year of recovery ahead. For the CFO an increase of 8.3% was applied. As a result, as of 1 January 2023, the annual base salary for René Moos (CEO) remained €729,063, while the annual base salary for Hans van der Aar (CFO) was €651,209, 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. The request of the Management Board to waive an increase of variable remuneration in 2023 and the limited increase in the base salary of the CFO alone, was leading in this decision. Nor will the base salaries of either the CEO and CFO be increased in 2024. For the time being, the Management Board deemed this fitting, given the ongoing recovery and development of the company. and the accompanying responsibilities. The Supervisory Board adopted the proposal and arguments when approving the remuneration package for 2024.

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 60% of the annual fixed base salary, with 40% being applicable when both financial and non-financial personal targets are achieved. The pay-out at threshold level will be 20%, at target 40% and in the event of outperformance 60%, 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, 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 2023, the defined targets and achieved results are as set within this table:

Name of Director	Objective	Weight	Year	Condition	Threshold 1/3 of target	Target 2/3 of target	Max 3/3 target	Outcome	Performance	Results
					20%	40%	60%
René Moos, CEO	Financial	35%	2023	Total revenue	Budget - 6%	Budget	Budget + 3%	€ 1.047m (vs € 1.050m Budget)	40%	14%
	Financial	35%	2023	Underlying EBITDA less rent	Budget – 4%	Budget	Budget + 2%	€ 261m (vs € 260m Budget)	40%	14%
	Personal	10%	2023	Increase average members in mature clubs	Budget	Budget + 25	Budget + 50	NA	0%	0%
	Personal	10%	2023	Premium % members	Budget - 2%	Budget	Budget + 1%	Budget + 1%	60%	6%
	Personal	10%	2023	Decrease the energy consumption on average per club	-16%	-20%	-22%	-17%	20%	2%
							Total CEO			36%
Hans van der Aar, CFO	Financial	35%	2023	Total revenue	Budget - 6%	Budget	Budget + 3%	€ 1.047m (vs € 1.050m Budget)	40%	14%
	Financial	35%	2023	Underlying EBITDA less rent	Budget – 4%	Budget	Budget + 2%	€ 261m (vs € 260m Budget)	40%	14%
	Personal	10%	2023	Promote gender diversity by increasing % female employees in the sub-top	35%	37%	38%	36%	20%	2%
	Personal	10%	2023	Maintain average sound  liquidity levels	Budget	Budget + 10%	Budget + 20%	Budget + 36%	60%	6%
	Personal	10%	2023	Decrease the energy consumption on average per club	-16%	-20%	-22%	-17%	20%	2%
							Total CFO			38%

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 for 2023

The PSP 2020-2022, which was supposed to vest in 2023 was disrupted as a result of the NOW 2 and NOW 3 regulations that contain 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 years 2020 (NOW2 and NOW3) and 2021 (NOW3), because of which no vesting took place in 2023 for this plan. This approach was announced to and approved by the AGM in April 2021 and confirmed again by the Management Board and Supervisory Board in April 2022.

In line with earlier decisions, the next vesting will take place in 2024 for the PSP granted for the performance period 2021 - 2023, which grant was already pro rata, taking into account the exclusion of the year 2021, because of which the actual performance period is considered to be 2022 and 2023. The 2022-2024 grant will be the first PSP plan with the ability to vest on normal conditions again. In 2023, a new grant was awarded under the PSP, with a planned vesting in 2026.

Management Board remuneration

	Base Salary	Short-term incentive	Social charges	Pension	Other	Total 2023 (cash)	Total 2022 (cash)	PSP 20201	LTIP 2023 award2	Proportion of fixed and variable remuneration in 20233
René Moos	€ 729,063	€ 262,463	€ 18,018	€ 109,359	€ 39,097	€ 1,158,000	€ 1,068,845	-	€ 437,452	56% / 44%
Hans van der Aar	€ 601,209	€ 247,459	€ 14,516	€ 97,681	€ 38,671	€ 1,049,536	€ 944,721	-	€ 325,613	58% / 42%
	€ 1,330,272	€ 509,922	€ 32,534	€ 207,040	€ 77,768	€ 2,207,536	€ 2,013,566	-	€ 763,066.08	57% / 43%

1. In 2020, René Moos and Hans van der Aar were granted 28,535 and 18,326 shares respectively under the Long-term Incentive Plan (LTIP), covering the years 2020, 2021 and 2022. As a result of the fact that two years were affected by NOW limitations and the targets for 2020 and 2021 were not met, the granted shares were forfeited for the Management Board.
2. In June 2023, René Moos and Hans van der Aar were granted 12,806 and 9,532 shares respectively under the long-term incentive plan (LTIP), with a share price on the grant date of €34.16. These numbers can increase to 16,008 and 11,915 respectively in the event of outperformance. Under this plan, the aforementioned number of shares will vest in 2026, fully conditional on them still being employed at Basic-Fit and the achievement of targets. For the P&L impact of these plans, we refer you to section 8.1 Remunerations of key management personnel.
3. Variable remuneration 2023 calculated based on LTIP 2023 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

The Supervisory Board remuneration is based on the remuneration policy for the Supervisory Board as approved by the General Meeting in 2020. The remuneration of the members of the Supervisory Board consists of fixed annual fees for their role as Supervisory Board members and was adjusted as per the 2020 General Meeting according to the overview provided in this section.

In addition, the chairman and members of both the Audit & Risk Committee and the Selection, Appointment & Remuneration Committee receive a fixed annual fee for these roles.

Basic-Fit does not grant variable remuneration, shares or options to members of the Supervisory Board. As of 31 December 2023, 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.

Annual base fees per function in the Supervisory Board
Chair	€65,000
Member	€45,000

Annual additional fees per function in Supervisory Board committees
Chair Audit & Risk Committee	€15,000
Chair Selection, Appointment & Remuneration Committee	€10,000
Member Audit & Risk Committee	€7,500
Member Selection, Appointment & Remuneration Committee	€5,500

	Total annual fees 2023	Total annual fees 2022	Total annual fees 2021	Total annual fees 2020	Total annual fees 2019	Total annual fees 2018
Kees van der Graaf (until 26 April 2023)	€ 16,250	€ 65,000	€ 65,000	€ 55,521	€ 55,000	€ 55,000
Jan van Nieuwenhuizen (as of 26 April 2023)	€ 45,000	-	-	-	-	-
Hans Willemse	€ 58,000	€ 58,000	€ 58,000	€ 50,604	€ 53,000	€ 53,000
Carin Gorter	€ 60,000	€ 60,000	€ 60,000	€ 51,042	€ 50,000	€ 50,000
Pieter de Jong (until 21 April 2022)	-	€ 12,625	€ 50,500	€ 43,885	€ 45,500	€ 45,500
Herman Rutgers	€ 55,000	€ 55,000	€ 55,000	€ 47,375	€ 48,000	€ 48,000
Rob van der Heijden	€ 58,000	€ 56,319	€ 52,500	€ 45,677	€ 47,500	€ 47,500
Joëlle Frijters (as of 26 April 2023)	€ 31,154	-	-	-	-	-
Total	€ 323,404	€ 306,944	€ 341,000	€ 294,104	€ 299,000	€ 299,000
Year-on-year % change	5.4%	(10.0)%	15.9%	(1.6)%	0.0%

The Supervisory Board compensation has remained unchanged since April 2020. The last benchmark assessment for the Supervisory Board was also performed in 2020. 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 are below market levels, compared to the peer group. In the new 2024 remuneration policy, proposed to be approved at the AGM in April 2024, it is proposed to also increase the Supervisory Board remuneration as follows, to bring this compensation in line with the median of the peer group:

	Last update 2021 first full year	2024	Benchmark Median
Chair	€65,000	€80,000	€82,500
Vice-Chair	NA	€60,0001	€60,000
Member	€45,000	€55,000	€56,500
Chair ARC	€15,000	€15,000	€12,000
Chair Remco	€10,000	€10,000	€10,000
Member ARC	€7,500	€8,000	€8,000
Member Remco	€5,500	€6,500	€7,000

1. The role of Vice-Chair is included in the Supervisory Board remuneration for the first time.