Gym : Notice of 2024 AGM

The Gym Group plc

('the Company')

(Incorporated and registered in England and Wales

under number 08528493)

Notice of Annual General Meeting 2024

Notice is hereby given that the Annual General Meeting of The Gym Group plc will be held at 11.00am on

Thursday 9 May 2024 at No 1 Croydon, 12-16 Addiscombe Road, Croydon CR0 0XT to consider and,

if thought fit, pass resolutions 1 to 20 overleaf.

Important information:

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser immediately. If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

A shareholder may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the meeting, provided that each proxy is appointed to exercise the rights attached to different Ordinary share held by that shareholder. A proxy need not be a member of the Company. To be valid, any instruction or instrument appointing a proxy must be received by the Company's registrar, Link Group, by no later than 11.00am on Tuesday 7 May 2024.

Please note no Proxy Form will accompany these documents, and you are encouraged to appoint your proxy electronically. If you would prefer to use a paper proxy form to appoint your proxy, you may request one from the Company's registrar by calling the shareholder helpline. Details of the helpline and further information on how to appoint a proxy to vote on your behalf through the Company's electronic proxy appointment service (available via https://www.signalshares.com), via the CREST system and via the Proxymity platform are set out on pages 14 to 15 of this document.

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of The Gym Group plc will take place at 11.00am on Thursday 9 May 2024 at No 1 Croydon, 12-16 Addiscombe Road, Croydon CR0 0XT to transact the business set out in the resolutions below.

Voting on all resolutions will be by way of a poll. Resolutions 1 to 16 will be proposed as ordinary resolutions; this means that for each of those ordinary resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 to 20 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

The Board considers that Resolutions 1 to 20 are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of such resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Ordinary Resolutions

1. To receive the Annual Report and Accounts for the financial year ended 31 December 2023.
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the financial year ended
   31 December 2023 set out on pages 92 to 107 (inclusive) of the Company's Annual Report and Accounts for the financial year ended 31 December 2023.
3. To approve the Directors' Remuneration Policy as set out in Appendix 1 to take effect from the date on which this resolution is passed.
4. THAT the rules of The Gym Group plc Incentive Plan (the "TGG Incentive Plan") , produced in draft to the meeting and a summary of the main provisions of which is set out in Appendix 2 to this Notice of Meeting, be approved and the Directors be authorised to do all such acts and things necessary to establish and give effect to the TGG Incentive Plan, and to establish further plans based on the TGG Incentive Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under any further plans based on the TGG Incentive Plan will count against any limits on individual or overall participation in the TGG Incentive Plan.
5. THAT the rules of The Gym Group plc Performance Share Plan (the "PSP") , produced in draft to the meeting and a summary of the main provisions of which is set out in Appendix 2 to this Notice of Meeting, be approved and the Directors be authorised to do all such acts and things necessary to establish and give effect to the PSP, and to establish further plans based on
   the PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under any further plans based on the PSP will count against any limits on individual or overall participation in the PSP.
6. To re-elect John Treharne as a Director.
7. To elect Will Orr as a Director.
8. To re-elect Luke Tait as a Director.
9. To re-elect Elaine O'Donnell as a Director.
10. To re-elect Wais Shaifta as a Director.
11. To re-elect Richard Stables as a Director.
12. To re-elect Simon Jones as a Director.
13. To re-appoint Ernst & Young LLP as auditors until the conclusion of the next Annual General Meeting of the Company at which the accounts are laid.
14. To authorise the Audit and Risk Committee for and on behalf of the Board to determine the remuneration of the auditors.

2 The Gym Group plc Notice of Annual General Meeting 2024

15. THAT, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at the date on which this resolution is passed or at any time when this resolution has effect are generally and unconditionally authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £30,000 in total;
2. make political donations to political organisations other than political parties not exceeding £30,000 in total; and
3. incur political expenditure not exceeding £30,000 in total,

provided that the aggregate amount of such donations and expenditure shall not exceed £50,000 during the period beginning with the date of the passing of this resolution and ending on 30 June 2025 or, if sooner, the conclusion of the Annual General Meeting of the Company to be held in 2025.

For the purposes of this authority the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006.

16. THAT:

1. the Directors be authorised, in accordance with article 7 of the Company's Articles of Association and section 551 of the Companies Act 2006, to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. up to a maximum nominal amount of £5,970.57 (such amount to be reduced by the nominal amount of any equity securities (as defined in article 8 of the Company's Articles of Association) allotted under paragraph (ii) below in excess of £5,970.57); and
   2. comprising equity securities (as defined in article 8 of the Company's Articles of Association) up to a maximum nominal amount of £11,941.16 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in article 8 of the Company's Articles of Association);
3. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 30 June 2025; and
4. all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Special Resolutions

17. THAT, if Resolution 16 is passed and in accordance with article 8 of the Company's Articles of Association, the Directors be authorised to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority given by that resolution under section 551 of the Companies Act 2006 and/or to sell Ordinary shares held by the Company as treasury shares for cash, in either case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

1. allotments for rights issues (as defined in article 8(b)(ii) of the Company's Articles of Association); and
2. the allotment of equity securities and/or sale of treasury shares (in each case otherwise than under paragraph (a) above) having a nominal amount not exceeding in aggregate £1,791.17, and
3. the allotment of equity securities and/or sale of treasury shares (in each case otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow- on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, at the close of business on 30 June 2025), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

The Gym Group plc Notice of Annual General Meeting 2024 3

Notice of Annual General Meeting continued

18. THAT, if Resolution 16 is passed, and in addition to any authority granted under Resolution 17, the Directors be authorised to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority given by Resolution 16 under section 551 of the Companies Act 2006 and/or to sell Ordinary shares held by the Company as treasury shares for cash, in either case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

1. the allotment of equity securities and/or sale of treasury shares having a nominal amount not exceeding in aggregate £1,791.17, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
2. the allotment of equity securities and/or sale of treasury shares (in each case otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, at the close of business on 30 June 2025) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

19. THAT the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of that Act) of Ordinary shares of £0.0001 each in the capital of the Company ('Ordinary shares') on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

1. the maximum number of such Ordinary shares that may be purchased by the Company under this authority shall not exceed 17,911,737;
2. the minimum price that may be paid by the Company for any Ordinary share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be less than £0.0001, being the nominal value of each Ordinary share, and the maximum price which may be paid (exclusive of expenses payable by the Company in connection with the purchase) shall not be greater than the higher of an amount equal to:
3. 1. 105% of the average trading price of the Ordinary shares as derived from the middle market quotations for an Ordinary share on the London Stock Exchange Daily Official List for the five trading days immediately preceding the date on which that Ordinary share is purchased; and
   2. the higher of the price of the last independent trade of an Ordinary share and the highest current independent bid for an Ordinary share on the trading venue where the purchase is carried out;
4. this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025, or, if earlier, on 30 June 2025 unless renewed before that time, provided that the Company may effect purchases following the expiry of such authority if such purchases are made pursuant to contracts for purchases of Ordinary shares which are entered into by the Company prior to the expiry of such authority; and
5. all existing authorities for the Company to make market purchases of Ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has not yet been executed.

20.THAT a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company.

By order of the Board Krishan Pandit Company Secretary 11 April 2024

Registered Office: Fifth Floor, No 1 Croydon, 12-16 Addiscombe Road, Croydon, England, CR0 0XT Incorporated in England and Wales with company number 08528493

4 The Gym Group plc Notice of Annual General Meeting 2024

Directors' Biographies

John Treharne

Chair of the Board

Committees: Nomination (Chair), Sustainability

Career: John founded The Gym Group in 2007 and has over

30 years' experience in the health and fitness industry. John launched Dragons Health Club plc in 1991, before its flotation on AIM in 1997 and sale to Crown Sports plc in 2000. John was appointed Chair of the Board and the Nomination Committee in July 2022, and took on the role of Executive Chair in January 2023, with a focus on supporting the transition to a new CEO. John stood down as Executive Chair in September 2023 when Will Orr joined the Board as CEO, and resumed his former Non-Executive role and duties as Chair of the Board.

Board skills and experience: John's wealth of operational and leadership experience and knowledge of industry trends offers the Board valuable context to develop its strategy and inform its decisions. As founder of The Gym Group, John has an unmatched network of industry connections and corporate knowledge used to support the business and the Board's evolution, and as Chair, John provides stability and continuity in leadership.

Other appointments: ukactive (Board member), Europe Active (Board member)

Will Orr

Chief Executive Officer

Committees: Sustainability

Career: Will joined The Gym Group as Chief Executive Officer ('CEO') in September 2023. Will was formerly MD of Times Media Limited, publisher of the Times and Sunday Times, and previously held Managing Director roles for RAC and British Gas (Centrica Plc). Will is a Fellow of the Marketing Society and has an MBA from London University.

Board skills and experience: Will brings significant experience developing and delivering sustainable customer growth strategies (including pricing, proposition, digital marketing, and retention strategies) as well as operational expertise in businesses where customer experience is critical.

Other appointments: None

Luke Tait

Chief Financial Officer

Committees: None

Career: Luke is the Group's Chief Financial Officer ('CFO') and joined The Gym Group in October 2022. Luke was formerly Group CFO of Nando's Group Holdings Limited, the global restaurant business, which he joined in 2017. Prior to this, he held various finance roles at SSP plc, including CFO of the UK and US businesses and Group Corporate Finance Director, finishing his time as Group Financial Controller. Luke is a chartered management accountant.

Board skills and experience: Luke brings a broad experience to the Board from global leisure businesses to lead the finance function. In his first full year as CFO in 2023, Luke has worked with the leadership and stakeholders across the business to ensure the Group is well placed to capitalize on the significant market opportunities ahead.

Other appointments: None

Elaine O'Donnell

Senior Independent Non-Executive Director

Committees: Nomination, Audit and Risk (Chair), Remuneration, Sustainability.

Career: Elaine is a highly experienced financial professional and is Senior Independent Director and Chair of the Audit and Risk Committee. She is also Senior Independent Director and Chair of the Audit Committee of On the Beach Group plc, and Chair of the Audit and Risk Committee and Non-Executive Director of SThree plc. She was formerly Chair of Games Workshop plc until 31 December 2022, having served in various roles on that Board since 2013. Elaine was previously a Partner at Ernst & Young and is a chartered accountant.

Board skills and experience: Elaine brings to the Board extensive experience as a Non-ExecutiveDirector and plc Chair, and Committee member of a diverse range of businesses. Elaine's financial knowledge and expertise, in addition to her online retail industry experience, supports the Board in its oversight of the Group's financial reporting and related controls.

Other appointments: On the Beach Group plc (Senior Independent Director and Chair of the Audit Committee), SThree plc (Chair of the Audit & Risk Committee).

The Gym Group plc Notice of Annual General Meeting 2024 5

Directors' Biographies continued

Wais Shaifta

Independent Non-Executive Director

Committees: Nomination, Audit and Risk,

Remuneration (Chair), Sustainability (Chair)

Career: Wais is currently CEO of PrivateDoc and has substantial e-commerce expertise from a number of leading online businesses. Prior to his current role, Wais was CEO at Push Doctor, one of the leading digital healthcare companies in Europe, working in partnership with the NHS to connect thousands of patients a week with clinicians. Before joining Push Doctor, Wais was Director of Global Operations at Treatwell, and prior to that was International Operations Director at Just Eat.

Board skills and experience: Wais' background in leading technology businesses gives him a strong understanding of the vital role technology plays in our drive to be ever more relevant to members. Wais's experience of healthcare businesses means he is well aligned with our purpose to provide access to affordable fitness for all.

Other appointments: PrivateDoc Limited (CEO), Reach plc (Non-Executive Director), Samaipata (Operating Partner), Snappy Group (Non-Executive Director).

Simon Jones

Independent Non-Executive Director

Committees: Nomination, Audit and Risk,

Remuneration, Sustainability.

Career: Simon is CEO of Away Resorts and, prior to this role, was Managing Director for Premier Inn and Restaurants, UK and Global Commercial Director at Whitbread, leading the UK business for Premier Inn and Whitbread's portfolio of restaurant brands since 2016.

Simon was also Marketing and Strategy Director at Premier Inn and, before joining Whitbread in 2012, had over 15 years' experience as a strategy consultant, working with a variety of clients across the retail and hospitality space, latterly as a partner at OC&C Strategy Consultants.

Board skills and experience: Simon has extensive commercial and operational experience in building UK-wide businesses whose customer proposition is based on value and quality, which supports the Board's discussions and future growth plans.

Other appointments: Away Resorts (CEO).

Richard Stables

Non-independentNon-Executive Director

Committees: Nomination

Career: Richard is an experienced corporate financier, having spent 32 years at Lazard. Currently, Richard is a Partner at Fulcrum Advisory Partners LLP, an independent advisory firm, a Senior Advisor to Blantyre Capital and a Non-Executive Director of Archer Ltd. Richard is a chartered accountant.

Board skills and experience: Richard brings his strong experience of corporate finance and understanding of the UK financial markets to support the Board in its strategic direction and decision-making,deepening the Board's skillset for the future.

Other appointments: Fulcrum Advisory Partners LLP (Partner), Blantyre Capital (Senior Advisor), Archer Ltd (Non-Executive Director).

6 The Gym Group plc Notice of Annual General Meeting 2024

Explanatory Notes to the Notice of Annual General Meeting

Resolutions 1 to 16 are being proposed as ordinary resolutions. For an ordinary resolution to be passed, a simple majority of the votes cast must be in favour of the resolution.

Resolutions 17 to 20 are being proposed as special resolutions. For a special resolution to be passed, at least 75% of the votes cast must be in favour of the resolution.

Resolution 1 - To receive the Annual Report and Accounts

The Directors are required to present the Company's Annual Report and Accounts (the '2023 Annual Report') to the AGM.

Resolution 2 - To approve the Directors' Remuneration Report

The Directors' Remuneration Report has been prepared in accordance with the Companies Act 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended). It meets the requirements of the Financial Conduct Authority's Listing Rules and describes how the Board has implemented the current Directors' Remuneration Policy and applied the principles of good governance relating to Directors' remuneration.

In addition, and subject to the approval of the new Directors' Remuneration Policy (the "new Policy") under Resolution 3, the implementation of the new Policy in respect of the TGG Incentive Plan for 2024 is as follows:

• The maximum opportunity of 2024 awards for Executive Directors will be 275% of salary.
• The following performance measures and weightings will apply to the 2024 awards
• • Group Adjusted EBITDA Less Normalised Rent (50% weighting)
  • Mature Site ROIC (30% weighting)
  • Customers: % of members visiting 4+ times per month (10% weighting)
  • Employees: Employee engagement (10% weighting)
• Subject to the achievement of these measures, awards will be delivered partly in cash and partly in shares as follows:
• • 35% of any award will be paid in cash following the end of the performance period; and
  • 65% of any award, will be delivered in shares, deferred for a further two years. The deferred element in respect of the 2024 awards will be granted shortly after approval of Resolution 3 at the 2024 AGM. The number of shares granted will be based on 65% of the maximum opportunity and the average share price over the 5 days prior to the grant date. Following the end of the performance period, the number of shares will be reduced to reflect the performance outcome - these shares will then vest on the 3rd anniversary of grant.
• Vesting of the deferred share element will be subject to continued employment and one or more performance underpins. For 2024, the performance underpin will be based on Adjusted EBITDA, such that 25% of the deferred shares will lapse if the Group Adjusted EBITDA Less Normalised Rent in 2025 or 2026 is below the level achieved in 2024.
• The deferred share element will be subject to a 2 year post-vesting holding period for Executive Directors, bringing the overall term and share price exposure period of the plan to 5 years (from grant to release of shares) in accordance with the requirements of the UK Corporate Governance Code.

This replaces the 2024 implementation of the existing annual bonus and long term incentive set out on page 94 of the 2023 Annual Report.

The Directors' Remuneration Report is set out in full on pages 92 to 107 of the 2023 Annual Report. As required by the Companies Act 2006, an ordinary resolution to approve the Report (excluding the Directors' Remuneration Policy) is proposed at the AGM. This vote is advisory and the Directors' entitlement to receive remuneration is not conditional upon the resolution being passed by shareholders.

Resolution 3 - To approve the Directors' Remuneration Policy

Background

The current Directors' Remuneration Policy (the "current Policy") was approved by shareholders at the 2022 AGM with over 96% support and would ordinarily apply until the 2025 AGM. However, as highlighted in the 2022 Directors' Remuneration Report, the Remuneration Committee (the "Committee") has conducted an earlier review of the remuneration arrangements given the importance of having the right remuneration structures in place to support their vision for the next phase of growth, in the context of significant leadership changes (most recently with the appointment of Will Orr as CEO in September 2023 as well as the appointment of Luke Tait as CFO in October 2022 and other changes within the senior team).

The Gym Group plc Notice of Annual General Meeting 2024 7

Explanatory Notes to the Notice of Annual General Meeting continued

The Committee reviewed the remuneration arrangements not just for the Executive Directors but also for the wider senior management team, to ensure they are fit for purpose. In doing so, the Committee carefully considered the Company's strategic objectives, developments in market practice over recent years, the views of the management team and the environment in which the Company operates.

The Committee recognised the following reasons for adopting an alternative approach to variable remuneration:

• Refreshed approach in line with the CEO's new business strategy: Following the recent appointment of a new CEO and a newly formed leadership team, the Committee believes it is appropriate to take a refreshed approach to incentivising senior management in order to effectively support the Company's growth ambitions and strategy. This strategy, agreed with the Board, is to increase returns on the core business to continue increasing cash to open quality sites in the UK and, in doing so, create opportunity for longer term growth, for example in new territories or adjacent markets. Sustained EBITDA growth and progressive improvement in ROIC will be the key measures of success, and would be expected to drive an increase in shareholder returns. Further details are set out in the 2023 Results presentation.
• Retention of key talent and improvement in line of sight: Feedback from the current participants (and recruitment candidates) indicated that the existing Performance Share Plan was not viewed as being fit for purpose. The reason for this was twofold:
• • From an incentivisation and motivational perspective, participants do not feel that there is real connectivity between their performance and the rewards received. This is, in part, due to concerns over the impact of external factors on outcomes of some measures, such as Total Shareholder Return ("TSR"). The Committee recognises the preference of some shareholders for the inclusion of TSR metrics, but noted that:
  • • For relative TSR measures, comparison to constituents broad market indices is susceptible to sector-based factors which may not appropriately reflect Company performance. Furthermore, unlike other sectors, there are limited directly comparable listed peers from which a bespoke peer group could be determined.
    • For absolute TSR measures, again, performance is susceptible to external factors which may not adequately reflect Company performance.
  • From a retention perspective, the Remuneration Committee are acutely aware that the business is operating in an extremely competitive market for talent and therefore needs an incentive structure which provides a meaningful retention tool with appropriate line of sight over performance outcomes for participants. With a new leadership team and many new senior team members, it is critical that participants remain motivated and focussed quickly to deliver on strategic priorities to support the long term growth of the Company and feel they are being recognised for this.

TGG Incentive Plan

As a result of the review, the Remuneration Committee is proposing a revised Directors' Remuneration Policy (the "new Policy") which includes a refreshed approach to incentivising Executive Directors and senior management through the introduction of a combined incentive plan (the "TGG Incentive Plan") which consolidates the existing annual bonus and performance share plan into a single scheme. The TGG Incentive Plan has been designed to balance:

• The need for a strong incentivisation lever for a new management team that supports driving forward the new CEO's strategy including long term growth of the Company;
• The need for a meaningful retention tool in a very challenging and competitive market for talent;
• The need to improve line of sight for participants over remuneration outcomes in the context of current macroeconomic events as well factors beyond the participants' control;
• The difficulty faced in setting long-term performance measures in a sector which is significantly impacted by this evolving environment; and
• The desire to continue to align remuneration with the interests of shareholders, including the Company's growth ambitions and strategy to capture market share over the long term.

The key terms of the TGG Incentive Plan are set out below:

• The maximum opportunity of awards will reflect the existing total variable remuneration opportunity. For Executive Directors, this will be 275% of salary (a reduction from the maximum current Policy limit of 300% of salary). The Committee believes that this is appropriate to ensure that the variable pay package remains competitive, attractive and motivating to participants.
• The Committee will set stretching performance measures which will be measured over each financial year. Performance measures may be based on financial and non-financial metrics (including corporate, divisional or personal measures), but at least 50% of awards will be based on financial measures. As outlined under Resolution 2, the weighting on financial measures for 2024 will be 80%, including Group Adjusted EBITDA Less Normalised Rent (50%) and Mature Site ROIC (30%).

8 The Gym Group plc Notice of Annual General Meeting 2024

• Subject to the achievement of stretching performance targets under these measures, awards will be delivered partly in cash and partly in shares as follows:
• • Up to 35% of any award will be paid in cash following the end of the performance period; and
  • At least 65% of any award, will be delivered in shares, deferred for a further two years.
  • • The shares will normally be granted at the start of the performance period (or shortly thereafter and subject to dealing restrictions) and will be reduced following the end of the one year performance period to the extent that the relevant performance targets are not met in full.
    • The resulting shares will then vest after a further two years (i.e. three years after the date of grant) subject to continued employment and the satisfaction of one or more performance underpins. As outlined under Resolution 2, the performance underpin for the 2024 awards will be based on EBITDA, such that 25% of the deferred shares will lapse if the Group Adjusted EBITDA Less Normalised Rent in 2025 or 2026 is below the level achieved in 2024.
• Vested shares under the deferred share element will be subject to a 2 year post-vesting holding period for Executive Directors, bringing the overall term and share price exposure period of the plan to 5 years (from grant to release of shares) in accordance with the requirements of the UK Corporate Governance Code.

Executive Directors will be required to develop and maintain a shareholding equivalent to 200% of salary (and this level, or the actual shareholding if lower, for a period of 2 years following cessation).

The Committee notes that the proposed TGG Incentive Plan will be cascaded to the Executive Committee and two layers of management below that level, reflecting the organisational culture set by the new CEO with all participants winning and losing together, with the potential to extend further down the organisation where appropriate.

Resolutions 4 and 5 - To approve the TGG Incentive Plan and PSP

As an element of the proposed Directors' Remuneration Policy detailed in Appendix 1, the Company wishes to obtain shareholder approval for The Gym Group plc Incentive Plan (the "TGG Incentive Plan"). The TGG Incentive Plan will be used to make discretionary awards to certain employees (including Executive Directors). The main provisions of the TGG Incentive Plan are summarised in Appendix 2 to this Notice and Resolution 4 proposes the approval of the TGG Incentive Plan. A copy of the draft rules of the TGG Incentive Plan will be available for inspection via the National Storage Mechanism from the date of this Notice. The National Storage Mechanism can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. They will also be available at the AGM for at least 15 minutes prior to and until the conclusion of the meeting.

The Gym Group plc Performance Share Plan (the "PSP") was adopted by the Company in 2015 and will expire in 2025 (the "current PSP"). We are asking shareholders to approve the renewal of the PSP (the "new PSP") for a period of ten years. The purpose of this plan is to facilitate the grant of share awards to employees, including awards subject to continued employment only (often referred to as "restricted stock awards") - in accordance with Resolution 2, Executive Directors will not receive further grants under the PSP (with the exception of buyout awards). The new PSP is based on the current PSP, except to clarify the vesting date of awards subject to a post-vesting holding period and to amend the dilution limit. The main provisions of the PSP are summarised in Appendix 2 to this Notice and Resolution 5 proposes the approval of the new PSP. A copy of the draft rules of the new PSP will be available for inspection via the National Storage Mechanism from the date of this Notice. The National Storage Mechanism can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. They will also be available at the AGM for at least 15 minutes prior to and until the conclusion of the meeting.

Resolutions 6 to 12 - Election and re-election of Directors

The Company's Articles of Association require all Directors to retire at each Annual General Meeting and those wishing to serve again to submit themselves for re-election. Accordingly, John Treharne, Luke Tait, Elaine O'Donnell, Wais Shaifta, Richard Stables and Simon Jones are retiring from office and are submitting themselves for re-election by the shareholders at the 2024 AGM.

Will Orr, who was appointed to the Board since the previous AGM (1 September 2023), is submitting himself for election by the shareholders for the first time at the 2024 AGM.

The Board believes that each Director should be elected or re-elected as they each have the requisite skills and experience, and demonstrate the necessary commitment, to contribute effectively to the deliberations of the Board. Biographical details of each of the Directors are provided in support of the Board's recommendation to elect or re-elect each of the Directors of the Company on pages 5 to 6 of this notice which, in the Board's view, illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. Biographies are also available for viewing on the Company's website www.tggplc.com, and further information on Board changes since the time of the last AGM can be found on pages 70, 82 and 92 of the 2023 Annual Report.

The Board believes each of the Directors has significant recent and relevant experience and expertise and brings unique insight to boardroom discussions. Their breadth of experience encompasses a range of growth, expansionary, multi-site, retail and leisure businesses which ensures the Board demonstrates a diversity of skill, background and key individual strengths, encouraging informed debate.

The Gym Group plc Notice of Annual General Meeting 2024 9

Explanatory Notes to the Notice of Annual General Meeting continued

The Chair of the Board has confirmed that the performance of each Director standing for election or re-election continues to be effective and demonstrates commitment to the role. The Board is satisfied that each Independent Non-Executive Director remains independent in character and judgement and that there are no relationships or circumstances likely to affect his or her character or judgement. It unanimously recommends the election or re-election of each Director.

Resolutions 13 and 14 - Re-appointment and remuneration of auditors

The Board, on the recommendation of the Audit and Risk Committee, is proposing the re-appointment of Ernst & Young LLP. Resolution 14 gives authority to the Audit and Risk Committee to determine the auditor's remuneration.

Resolution 15 - To authorise the Company to make political donations and incur political expenditure

Under the Act, political donations to any political parties, independent election candidates or political organisations other than political parties, or the incurring of political expenditure, are prohibited unless authorised by shareholders in advance. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.

As the legislation is capable of wide interpretation, the terms 'political donation', a 'political party', a 'political organisation' or 'political expenditure' are not easy to define. For example, sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within the scope of these matters.

Therefore, notwithstanding that the Company has not made a political donation in the past, and has no intention, either now or in the future, of making any political donation or incurring any political expenditure, the Board has decided to propose Resolution 15 in order to allow the Company to continue to support the community and put forward its views to wider business and government interests without running the risk of the Company or its subsidiaries inadvertently breaching the Act through the undertaking of routine activities.

As permitted under the Act, Resolution 15 also covers any political donations made, or political expenditure incurred, by all subsidiaries of the Company at the date on which this resolution is passed or at any time when this resolution has effect. Resolution 15 caps the amount of all forms of political donations and expenditure that the Company and its subsidiaries would be permitted to make at an aggregate of £50,000 and the authority will expire on the earlier of 30 June 2025 or the conclusion of the Annual General Meeting of the Company to be held in 2025.

Resolution 16 - To authorise the Directors to allot Ordinary shares

At the Annual General Meeting held in May 2023, shareholders authorised the Directors, under section 551 of the Companies Act 2006, to allot shares without the prior consent of shareholders for a period expiring at the conclusion of the 2024 Annual General Meeting or, if earlier, at the close of business on 30 June 2024. It is proposed to renew this authority and to give the Directors authority to allot shares or grant rights to subscribe for, or convert any security into, shares in the Company without the prior consent of shareholders until the conclusion of the next Annual General Meeting of the Company after the passing of the resolution, or, if earlier, at the close of business on 30 June 2025. Resolution 16 will be proposed as an ordinary resolution.

Paragraph (a)(i) of Resolution 16 will allow the Directors to allot Ordinary shares up to a maximum nominal amount of £5,970.57 representing approximately one third (33.33%) of the Company's existing issued Ordinary share capital and calculated as at

1 April 2024 (being the latest practicable date prior to publication of this document). In accordance with the latest institutional guidelines issued by the Investment Association in February 2023, paragraph (a)(ii) of Resolution 16 will allow Directors to allot, including the Ordinary shares referred to in paragraph (a)(i) of Resolution 16, further of the Company's Ordinary shares in connection with a rights issue or other pre-emptive offer to ordinary shareholders up to a maximum nominal amount of £11,941.14, representing approximately two thirds (66.67%) of the Company's existing issued Ordinary share capital and calculated as at

1 April 2024 (being the latest practicable date prior to publication of this document).

The Directors have no present intention of exercising this authority. If the Directors do exercise the authority, they intend to follow best practice as regards its use, as recommended by the Investment Association.

As at 1 April 2024, the Company held in treasury: (i) no Ordinary shares, and (ii) 48,050 non-voting Deferred Ordinary shares of £1 each.

Resolutions 17 and 18 - To authorise the Directors to disapply pre-emption rights (special resolutions)

At last year's meeting, two separate special resolutions were passed, under sections 570 and 573 of the Companies

Act 2006, empowering the Directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. It is proposed that these authorities be renewed in line with the latest institutional shareholder guidelines, including the revised Statement of Principles published by the Pre-Emption Group on 4 November 2022 (the '2022 Statement of Principles').

10 The Gym Group plc Notice of Annual General Meeting 2024