Basic Fit N : Goedgekeurde notulen – AVA 21 april 2022

MINUTES

ANNUAL GENERAL MEETING

Basic Fit N.V.

Held at

Thursday 21 April 2022 - 2 p.m.

Basic-Fit GXR Studio at Hoofddorp

1. Opening

The chairman, Kees van der Graaf, opens the annual general meeting and welcomes all participants at our Basic-Fit GXR Studio at Hoofddorp. The meeting can also be attended via a webcast. Participants via our Webcast were given the opportunity to submit questions prior to the meeting. These questions will be answered in the meeting. The meeting will be held in English as the majority of our shareholders is English speaking.

The Chairman introduces the members of the Board of Directors, Mr. René Moos, CEO and Mr. Hans van der Aar, CFO and introduces in addition the members of the Supervisory Board, Mrs. Carin Gorter, Vice-Chairman and Chairperson of the Audit and Risk Committee, Mr. Herman Rutgers, Chairperson of the Selection, Appointment and Remuneration Committee, Mr. Pieter de Jong, Hans Willemse and Rob van der Heijden. Mrs. Mischa Geerards is our company secretary and she will record the votes. Finally, the civil-law notary, Mrs. Manon Cremers from Stibbe and the accountant Mr. Arnoud Kuijpers from EY are introduced.

The minutes of the shareholders' meeting of April 22, 2021 have been adopted in accordance with the articles of association of Basic-Fit. The minutes have been made available to the shareholders on the corporate website of Basic-Fit. No comments were received about the minutes during the three months following the issuance of the minutes.

The Chairman establishes that the meeting has been convened in accordance with the legal regulations and the articles of association of Basic-Fit N.V. The agenda with explanatory notes as well as the appendices were posted on the company's website on 9 March 2022 and were also available for inspection and at the offices of the company and at ABN AMRO.

The total issued capital on the record date March 24, 2022 was EUR 66,000,000 consisting of 66,000,000 shares with a nominal value of EUR 0.06. Each share entitles the holder to one vote. The company does not hold any of its own shares. The number of votes presented at the meeting is 49,487,846. which represents about

75.02% of the issued capital. The civil-law notary has received shares, proxies and voting instructions for 49,487,839 in the capital of Basic-Fit.

The official voting results will be posted on the corporate website of Basic-Fit N.V. within 5 working days.

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2. Report from the Management Board and the Supervisory Board 2021

Report of the Management Board

Mr. René Moos starts with his presentation explaining the state of affairs and the most important developments of 2021.

2021 was the second year that our company was affected by the global pandemic. Despite the pandemic, Basic-Fit was still able to further strengthen the leading position in Europe. On a full year basis the clubs were closed for 36% of the time but despite these difficult market conditions Basic-Fit kept its focus and was able to grow to 1015 clubs, an increase of 110 clubs compared to 2020. In France the company opened 81 new locations and in Spain 12 new clubs. Basic-Fit ended the year with € 360 million of available equity which allows to accelerate the execution of the growth plan. The revenue was € 341 million for the year.

2021 started with almost no monthly joiners because 95% of the clubs were closed. Reopening the Netherlands, Belgium and France showed a positive effect on the growth of joiners. June turned out to be the best month ever in terms of membership growth with over 250,000 people joining and a growth of our membership base of more than 200,000. The increase of members lasted until the end of July when France was the first country to introduce a health pass, other countries followed later, which had an impact on the membership growth. Unfortunately Omicron and new government restrictions temporarily slowed the recovery as of November but at the end of the year Basic-Fit had grown its membership base by 11% to more than 2.2 million.

In the first quarter of 2022 our joiner growth rate benefitted from the ending of the lockdown in the Netherlands on January 15, the lifting of the health pass in the Netherlands, Belgium and France and our successful marketing campaign. As a result of the strong recovery in the first quarter of 2022 we reached a new record number of memberships of over 2.6 million.

In the second half of 2022 the first clubs will open in Germany. Basic-Fit expects to open up to 20 clubs by the end of this year, for 2023 the target is to open more than 40 clubs in Germany.

With all clubs open and a strong membership development since the start of the year, Basic-Fit is convinced that the decision in 2021 to move forward and announce the acceleration of club openings to around 200 to 300 locations per year as from 2021 on onwards, was the right one. Assuming there will be no more new governmental measures due to COVID-19 or further escalation of the situation in Ukraine, Management believes company can achieve a membership growth of at least 1 million, a group revenue between

• 800 million and € 850 million, group underlying EBITDA of around € 240 million and to grow the club network to 1,250 clubs by the end of this year.

The Chairman takes over and invites the present shareholders to ask questions.

Mr. Stevense, Stichting Rechtsbescherming Beleggers has the following questions:

1. We would like to get more information on the bicycle fitness plan and the all-in membership.

Mr. René Moos: The introduction of the bicycle fitness plan took longer than expected due to late deliveries, organizational, financial and legal arrangements. Company will also start partnerships with retailers such as Bol.com, Coolblue and Decathlon. Selling memberships in collaboration with third parties is completely new to company, but Management sees opportunities and expect good results. In October company aims to launch a large campaign.

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1. Could you tell us more on the investments in the ventilation of the gyms?
   Mr. René Moos: All ventilation equipment and air conditioners in the clubs have been built and are owned by Basic-Fit and meet all health and security requirements. Additional investments have been done in 2020 and 2021 at the locations which were part of the Fitland acquisition done in 2019 to meet the requirements of Basic-Fit.
2. How careful are you with regard to Germany and investing there? In the past we unfortunately have seen business failures like Imtech.
   Mr. René Moos: For over more than 10 years the predecessor of Basic-Fit had 24 locations in Germany under the HealthCity brand. During that whole period these clubs have proven to be successful. Germans like to work out, have good discipline and are used to direct debit. Company therefore sees a lot of opportunities for Basic-Fit entering the German market. There is a fitness penetration of about 11% and company aims to bring that to the same level as we see in the US, which is between 23% and 24%. On 83 million inhabitants there is a huge market and opportunity.
3. Are you still planning to do more acquisitions or is your aim just natural growth?
   Mr. René Moos: Company is always looking for opportunities for new acquisitions but a takeover in the end is often more expensive with an acquisition fee, need to rebuild the complete club to Basic-Fit branding (equipment, camera's, signing etc.). It is not always a logical thing to do. Basic-Fit therefore prefers building new clubs.
4. Many young people didn't get vaccinated and Basic-Fit is rather focused on young people. Shouldn't you have been a little less reserved in the advertising campaigns, since there was a lot of resistance to the corona pass. We have also seen that outdoor fitness has been used a lot, can you tell us more about that?
   Mr. Rene Moos: Under normal circumstances members can always enter our clubs, as we are 24/7 open. With the introduction of the vaccinations and health pass, people who did not get vaccinated were no longer allowed to enter the gym. Company had to change the entrance policy. In Brussels, more than 50% of our members, mostly young people, were not vaccinated. This had a huge effect on the results. But in some parts of other countries, the vaccination rate was much higher and it had less effect. Basic-Fit encouraged its members to work out at home with the app.

Mr. Keyner of the VEB raises the following question:

6. What you said five years ago happens to be true, within two to three years your clubs are self-sufficient from a financial point of view. Economically you're creating value and now the concept has been proven to be a success. Why not speeding up? Do you need more managerial power, people on a high(er) level, to find those right locations to open clubs or is funding the issue?

Mr. René Moos: Basic-Fit increases already faster than planned. More clubs in a country means advantages as well for our company as for our members. The costs per club are lower, marketing costs are lower, you are more flexible with staff in case of a sick leave or vacation. Company offers to all members the option to work-out in all our clubs and always keeps in mind that finding the right location is of the upmost importance as we invest at least € 1.2 million in a new club and aim for a 30% return on invest. Company is constantly looking for opportunities to expand. Our focus is expanding in the Netherlands with 100 clubs, as well expanding in Belgium and Spain. In France we want at least double the number of clubs. Growing faster in a controlled way is definitely possible as we have our system in place but we have decided to go step by step. In this way we will be in full control of the process and can take it any further as we are convinced it's the right time. If you look at the current countries, there is potential for around 3500 clubs. Basic-Fit sees many opportunities in other countries with an extremely low fitness penetration to expand.

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Growth as seen in Holland and Belgium will also happen in the next coming countries. Management is convinced that Europe has eventually a plus 20% fitness penetration.

Funding is not the problem, as of next year company will be able to open 250 clubs out of own cashflow.

Chairman: From the Supervisory Boards' perspective 'staying in control' is key. That means on a financial and people level. Rushing decisions, picking the wrong locations and the wrong people will in the long run work against you. This is a responsibility to the shareholders, employees and members.

No other company worldwide has done what Basic-Fit has done with regard to the speed of progress and expansion. So, the focus is controlled profitable growth.

Mr. Stevense, Stichting Rechtsbescherming Beleggers has some additional questions:

1. What part of Germany are you focussing on?
   Mr. René Moos: Start is in Nordrhein-Westfalen, but company will also explore other opportunities in Germany.
2. Competitors of Basic-Fit have to raise their prices because of the inflation. Can you keep the prices at this level?
   Mr. René Moos: Company has no intention to raise prices. Of course, salary costs have increased by 4%, but the energy costs are fixed till June 2023 and there is a cap on most of the rent contracts, so at the time there are no reasons for concern. The Basic Membership for one person costs € 19.99 a month and company sees that the percentage of members who pay € 29.99 has increased from 20% to almost 30%. So, about 30% of the members now pay € 10.00 extra which helps to cover the inflation.
3. Your energy prices are fixed until 2023, but there is € 60 million equipment in stock. How long do you plan to keep this high stock?
   Mr. Hans van der Aar: Company works with two main equipment suppliers, namely, Technogym and Matrix and new contracts were signed at the beginning of 2022, so for the coming years company has fixed the prices. On an average, even with the current inflation, building a new club will cost € 1.2 million. Actually there is € 30 million in stock instead of the mentioned € 60 million. The other part of the stock concerns the bicycles for our bicycle fitness plan.
4. Is Basic-Fit experiencing problems with the supply of materials and equipment?
   Mr. Hans van der Aar: To continue our business process and to avoid long delivery times, company always orders equipment far in advance and works with two suppliers. In this way supply is guaranteed and we have the main products in stock for about 30-40 locations (air conditioning, lighting, flooring, equipment, desks)

1. What about the other countries Basic-Fit is focusing on?
   Mr. René Moos: Basic-Fit is fulltime orientating and looking what the trends are in other countries. If the time is right, company will introduce country number 7 and 8.
2. As Mr. René Moos has investments in Germany and with Basic-Fit entering Germany, is there no conflict of interest with regard to Mr. René Moos renting or selling parts of his investments to Basic-Fit?

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Chairman: The answer can be brief. The Supervisory Board is convinced that there is no conflict of interest.

Mr. René Moos: Me and/or my family have no investments in Germany anymore.

1. Basic-Fitaims for a fit and healthy life style for everybody. What about collaboration with other companies aiming for the same thing?
   Mr. René Moos: Next Level is a sports nutrition brand and 100% owned by Basic-Fit. Company started selling it at the clubs. On short notice Jumbo Supermarket will start selling it as well. Supermarkets in other countries will follow as soon as possible.
2. Next Level is just one example, but what about established companies in Europe who aim for the same as Basic-Fit that could help Basic-Fit increase brand awareness through collaboration?
   Mr. René Moos: Basic-Fit started with Next Level two years ago and it proved to be a success. Company will now focus on 'At home'. Perhaps a little too late since COVID, but we still see many opportunities. For example working from home is indispensable since COVID and has proven to be a new way of working. Next to the fitness bicycle plan we have other plans lined up that are less expensive and easier to use.

Report of the Supervisory Board

The Management Board and the Supervisory Board have set out the main features of the corporate governance structure in the management report. The report of the Supervisory Board is included in the management report.

The Chairman briefly reiterated the composition and structure of the management and the Supervisory Board and its committees, as well as how often they met during the year.

There are no additional questions related to this topic.

3. Annual account 2021

(a) Corporate governance structure and compliance with the Code 2016 in 2021.

In accordance with the 2016 Code, the main elements of Basic-Fit's corporate governance structure and compliance with the Corporate Governance Code will be discussed and accounted for at the Annual General Meeting of 2021. Emphasis is placed on the continuity and growth of Basic-Fit, whereby long-term value creation for the company is realized.

We deviate from the Code 2016 on a few points. In the management report on page 77, Basic-Fit explains why there is a deviation from the code for these specific points.

(b) Remuneration Report financial year 2021 (advisory voting item)

The Remuneration Report 2021 first contains the remuneration report prepared by the Management Board with the approval of the Supervisory Board in accordance with Article 2 135b of the Dutch Civil Code (DCC). In addition, the remuneration report also contains the explanatory notes to the remuneration policy, as drawn up by the Supervisory Board and provided for in the Corporate Governance Code. The Supervisory Board formulated the key sections of the remuneration policy for the members of the Executive Board and the current version of the remuneration policy was subsequently adopted by the General Meeting on 22 April 2020. The remuneration report is included on pages 96 to 106 of the management report and is published on the company's website.

Chairman gives the floor to the chairman of the Selection, Appointment and Remuneration committee, Mr. Herman Rutgers.

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