Basic Fit N : Annex 2 2024 - AGM Tender decision document UK

ANNEX 2

PROPOSAL ROTATION NEW AUDIT FIRM AND APPOINTMENT PWC FOR THE FINANCIAL YEAR 2026

Introduction

In 2023, Basic-Fit's Audit & Risk Committee started the preparations for the mandatory auditor rotation process in line with regulations as the current auditor, Ernst & Young Accountants LLP (EY), is nearing the maximum audit term of 10 years, ending after the completion of the audit of Basic-Fit's financial statements over 2025. The 10 years period became effective as per 2016 when Basic-Fit N.V. became a listed entity.

The external audit tender resulted in the proposal to the Annual General Meeting of Shareholders (AGM) in April 2024 to appoint PricewaterhouseCoopers Accountants N.V. (PwC) as external auditor for Basic-Fit as of the financial year 2026.

Scope of the tender

The scope of the tender consisted of the Basic- Group audit (including ESG assurance), assurance on non-financial KPIs, as well as statutory audits of relevant subsidiaries with effect from the financial year 2026. The scope of the tender is similar to the current scope of the EY audit, extended with ESG assurance.

Governance

The overall purpose of the audit tender process was to select an audit firm that is best suited to execute the audit and serve the needs of the company, investors, regulators, and other stakeholders in a fair and transparent manner. To ensure this objective is met, the following governance model was applied.

To oversee and implement the tender process, a Selection Committee was established, led by the Chairman of the Audit & Risk Committee, and consisting of the two other members of the Audit & Risk Committee, the Chief Financial Officer, Finance Director, IT Director, Director Legal, Risk & Compliance, Director Treasury, IR & Corporate Development, International Manager Reporting & Tax, Manager Financial Control & Finance Transformation and a Senior Reporting & Tax Specialist.

The main responsibilities of the different governance bodies were:

GOVERNANCE BODY

KEY RESPONSABILITIES

Supervisory Board	• Select the audit firm based on recommendation from the Audit &
	Risk Committee
	• Submit a proposal to the AGM for the appointment of the audit firm
Audit & Risk Committee	• Ultimate authority over the audit tender process
	• Approve the plan for the audit tender process
	• Validate the report on the conclusions of the selection process
	• Recommend the appointment of audit firm to the Supervisory Board
Selection committee	• Oversee and execute the audit tender process
	• Decide on the selection criteria
	• Decide on the pre-selected participants
	• Conduct detailed evaluation of proposals submitted by participants
	• Prepare a report on the conclusions of the selection process

After the release of the request for proposal, all discussions related to the audit tender and all communications on the audit tender were channeled centrally.

Process

The Audit & Risk Committee initiated an audit tender selection process and played a leading role throughout the process.

Our audit tender selection process for a new audit firm and external auditor started in the first half of 2023 and was completed in December 2023. The selection process consisted of three phases: phase one for the determination of the selection criteria and request for audit proposal, phase two to collaborate with the audit firms via several meetings and workshops per audit firm across the functions and, phase three final selection via a written audit proposal and presentation of the written proposal.

In phase one, on 25 May 2023 a request for proposal was issued to selected audit firms with a license to audit public interest entities ("OOB" or "PIE") in the Netherlands (excluding the current incumbent audit firm EY). The selected audit firms included KPMG, PwC and Mazars.

The request for proposal included details on, but not limited to, the tender process, timelines, scope, requirements for the proposal document, selection criteria, confidentiality and non-disclosure agreements.

In the process, the following selection criteria were defined:

• the right audit team in terms of seniority and international experience with Dutch listed companies, as well as the personal connection, the quality of the international team and specialists and the presence in countries where Basic-Fit is active.
• the audit approach tailored to Basic-Fit
• the way of communication and information
• the delivered added value for Basic-Fit
• the efficiency and costs

A secured electronic data room was available for the selected audit firms with relevant information on Basic-Fit, grouped in the following categories:

• Details of the group
• Financial information
• Internal audit, controls and risks
• Audit reports

Phase two, which took place from June until September 2023, started with a meeting between the Lead Audit Partner and the Audit Engagement Partner of the selected audit firms and the Chairman of the Audit and Risk Committee and the CFO of Basic-Fit. After that, members of the Selection Committee collaborated with the audit firms via interviews and workshops with the heads of several departments like Finance, Reporting & Tax, IT and Sustainability.

On the basis of the information obtained , the audit firms submitted their written proposal in early October in phase three of the audit tender selection process. The proposals were presented by the audit firms to the selection committee on 10 November 2023.

Evaluation

The final presentations of the proposals were followed by evaluation meetings in which the selected audit firms were evaluated by the Selection Committee. The final decision of the Selection Committee considered several inputs, coming from the engagement sessions, the audit firm proposals, and the proposal presentations. It was concluded that the proposals of PwC and KPMG best matched the criteria of Basic-Fit. Important factors in this decision were the audit approach, the strength and in-depth knowledge of the audit team, the ability to deliver added value to Basic-Fit and the experiences relating

to the ESG statements. As a final step, the Selection Committee evaluated PwC and KPMG based on the selection criteria as defined in phase one, taking into account the proposals, presentations and all other impressions throughout the tender process.

After the proposals and the presentations in connection with the selection criteria, the following aspects are deemed important towards our recommendation, where nuances apply to individual selection criteria for each of the audit firms:

• Audit approach - Timing, risk-based and centralised approach for Group and statutory audit
• Audit approach - IT-driven and tailored to Basic-Fit
• "Fit" between audit firm and Basic-Fit - Quality & diversity of the proposed service team
• Communication towards Basic-Fit and the Audit and Risk Committee

Recommendation

A recommendation was drafted on behalf of the Audit and Risk Committee to the Supervisory Board to propose either PwC or KPMG to the AGM for appointment, with a preference for PwC. Main reasons for proposing PwC as the preferred candidate were the organisational and cultural fit with Basic-Fit, the strong and diverse proposed audit team, a more centralised audit approach (including statutory audits) and their materiality approach. As far as "delivering added value - insight into Basic-Fit" is concerned, as well as the IT approach, CSRD approach and the offered audit fee, there was no material difference between KPMG and PwC. Throughout the entire process PwC has demonstrated to be the best fit for Basic-Fit especially in terms of audit approach and the fit with the organisation.

The recommendation by the Audit and Risk Committee has been done free from influence by a third party and no clause of the kind referred to in Article 16, paragraph 6 of the EC Regulation (537/2014) on specific requirements regarding statutory audit of public-interest entities has been imposed upon it.

On this basis, the Supervisory Board has taken over the recommendation of the Audit and Risk Committee and recommends to appoint PwC as our external audit firm as of financial year 2026. If appointed, Mr. Wim Vermeulen (lead partner) will act as our future external auditor. The Supervisory Board confirms that its recommendation is free from influence by a third party and that no clause of a contract as referred to in article 16(6) of the EU regulation no. 537/2014 restricts the resolution of the General Meeting.

Based on this assessment, it is proposed to the General Meeting to appoint PwC as external auditor for the financial year 2026.