LEI Number: 213800VCU9TBANZIN455
9 May 2024
The Gym Group plc (the “Company”)
Annual General Meeting (“AGM”) Results
The Company announces that at its Annual General Meeting held earlier today at No. 1 Croydon, 1216 Addiscombe Road, Croydon, CR0 0XT, all the resolutions set out in the Notice of AGM were passedby the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The
results of the poll for each resolution were as follows:
Resolution* indicates Special Resolution

1. To receive the Annual Report andAccounts.
2. To approve the Directors’Remuneration Report.
3. To approve the Directors’
Remuneration Policy.
4. To approve the rules of the Company’s
Incentive Plan.
5. To approve the rules of the Company’s
Performance Share Plan.
6. To re-elect John Treharne as aDirector.
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 aDirector.
10. To re-elect Wais Shaifta as a Director.
11. To re-elect Richard Stables as aDirector.
12. To re-elect Simon Jones as a Director.
13. To re-appoint Ernst & Young LLP as
auditors of the Company.
14. To authorise the Audit and Risk
Committee to determine the auditors'remuneration.
15. To authorise the Company to makepolitical donations and incur politicalexpenditure.
16. To authorise the Directors to allot
ordinary shares.
17. To disapply statutory pre-emption
rights.*18. To disapply statutory pre-emption rights
solely in relation to acquisitions andspecified capital investments.*
19. To authorise the Company to purchaseits own ordinary shares.*20. To authorise the Directors to holdgeneral meetings on not less than 14
clear days' notice.*

For(No. ofshares)

For(%)

112,493,170 100.00%

Against(No. ofshares)

Against(%)

Votes
Withheld(No. ofshares)

Total issued
share capital
instructed (%)

375

0.00%

5,322,288

62.79%

111,345,847

97.78%

2,527,697

2.22%

3,942,289

63.56%

88,041,742

77.32%

25,820,467

22.68%

3,953,624

63.56%

87,496,847

76.84%

26,365,362

23.16%

3,953,624

63.56%

102,299,871

89.85%

11,562,339

10.15%

3,953,623

63.56%

98,448,764

86.46%

15,413,445

13.54%

3,953,624

63.56%

113,658,008
106,846,714
104,821,563

99.82%
93.84%
92.06%

204,202
7,015,496
9,040,646

0.18%
6.16%
7.94%

3,953,623
3,953,623
3,953,624

63.56%
63.56%
63.56%

103,441,563
81,055,900

91.96%
71.19%

9,040,646
32,806,309

8.04%
28.81%

5,333,624
3,953,624

62.79%
63.56%

104,821,471
112,481,435

92.06%
98.79%

9,040,738
1,380,775

7.94%
1.21%

3,953,624
3,953,623

63.56%
63.56%

113,752,324

99.90%

109,886

0.10%

3,953,623

63.56%

104,109,896

91.59%

9,560,183

8.41%

4,145,754

63.45%

113,756,198

99.90%

117,3470.10%

3,942,288

63.56%

111,264,725

97.71%

2,608,820

2.29%

3,942,288

63.56%

111,264,725

97.71%

2,608,820

2.29%

3,942,288

63.56%

112,481,514

98.78%

1,392,031

1.22%

3,942,288

63.56%

110,060,023

96.65%

3,813,521

3.35%

3,942,289

63.56%NOTES:
1.

The Company is pleased that all resolutions were supported at today's Annual General
Meeting. The Board notes that Resolution 3 for the approval of the Directors' Remuneration
Policy, and associated Resolution 4 for the approval of the TGG Incentive Plan, were opposedby more than 20% of voting shareholders, which the Board understands relates to theintroduction of the new TGG Incentive Plan. The Remuneration Committee carried out anextensive engagement process on the changes to the remuneration structure ahead of thepublication of the Notice of AGM, including direct consultation with over 54% of theshareholder base. Their feedback and guidance was taken on board in shaping the proposals.
The Remuneration Committee firmly believes that the new TGG Incentive Plan will enable theCompany to retain key talent by providing management with greater visibility over long-term
remuneration outcomes in a very challenging market, whilst ensuring alignment with ourstrategic objectives and a “pay for performance” ethos. Although the majority of shareholders
voted in favour of the new arrangements, the Board notes the concerns raised by someshareholders and will reflect on feedback received. The Board intends to engage withshareholders in due course to further understand their views. We will provide an update within
six months as required by the UK Corporate Governance Code.
The Board also recognises that Resolution 11 for the re-election of Richard Stables as aDirector was opposed by more than 20% of voting shareholders. The Board understands that
this is primarily due to perceived independence concerns, but intends to engage withshareholders in due course to further understand their views. Again, we will provide an update
within six months of the date of today’s meeting.

2.

Proxy appointments which gave discretion to the Chairman of the AGM have been included inthe "For" total for the appropriate resolution.

3.

Votes "For" and "Against" any resolution are expressed as a percentage of votes validly castfor that resolution.

4.

A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage ofshares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total
issued share capital instructed" for any resolution.

5.

The number of shares in issue at 6:00 p.m. on 7 May 2024 was 179,149,727 (the "ShareCapital") and at that time, the Company did not hold any Ordinary shares in treasury. TheCompany holds 48,050 non-voting Deferred Ordinary shares of £1 each in treasury.

6.

The proportion of "Total issued share capital instructed" for any resolution is the total of votes
validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed
as a percentage of the Share Capital.

7.

The full text of the resolutions passed at the AGM can be found in the Notice of Annual
General Meeting which is available on the Company's website at www.tggplc.com.

8.

A copy of resolutions 16 – 20 passed at the AGM will shortly be submitted to the National
Storage Mechanism and will be available for inspection athttps://data.fca.org.uk/#/nsm/nationalstoragemechanism.

9.

The complete poll results will be available shortly on the Company's website at
www.tggplc.com.

For further information, please contact:
The Gym Group:
Will Orr, CEO
Luke Tait, CFO
Krishan Pandit, Company Secretary

via Instinctif Partners

Instinctif Partners (Financial PR):
Justine Warren
Matthew Smallwood
Joe QuinlanENDS

Tel: +44 (0)20 7457 2020