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Whistleblowing Policy

INTRODUCTION AND PURPOSE

At The Gym Group, being The Gym Group plc and its subsidiaries (“TGG”, “Group”, “us” or “we”), we are committed to conducting our business ethically, with honesty and integrity, and will comply with the law in each country in which we do business. These are the standards we expect from all of our officers and employees.

However, we acknowledge that things do go wrong from time to time, but by adopting a culture of openness and accountability, we can prevent breaches of those standards and remedy failings when they occur. We therefore encourage anyone to report any information in relation to any serious malpractice or misconduct of which they become aware while working for us. The purpose of this Whistleblowing Policy (the “Policy”) is to:

  1. encourage you to report suspected wrongdoing as soon as possible, in the knowledge that your concerns will be taken seriously and investigated as appropriate, and your confidentiality will be respected;
  2. provide you with guidance on how to raise those concerns; and
  3. reassure you that you should be able to raise genuine concerns without fear of reprisals, even if they turn out to be mistaken.

This Policy should be read in conjunction with the Group's other policies and procedures including those on fraud and anti-bribery and anti-corruption.

2. WHO MUST COMPLY WITH THIS POLICY?

The Policy applies to all persons working for us or on our behalf in any capacity, including permanent and temporary employees at all levels, directors, officers, consultants, self-employed contractors, agency workers, seconded workers, volunteers and interns, wherever located.

3. WHO IS RESPONSIBLE FOR THIS POLICY?

TGG’s Board of Directors has overall responsibility for the effective operation of this Policy and has delegated this responsibility to its Audit and Risk Committee (the “Committee”). The Company Secretary has day-to-day responsibility for implementing the Policy and you should refer any related questions to them in the first instance.

Management at all levels are responsible for ensuring those reporting to them are made aware of and understand this Policy. This Policy does not form part of any employee's contract of employment and may be amended at any time.

An instruction to cover up wrongdoing is a disciplinary offence. If you are told not to raise or pursue any concern, even by a person in authority such as a manager, you should not remain silent and should report the matter as set out in Section 5 of this Policy.

4. DEFINITIONS

Whistleblowing is the disclosure of information that relates to suspected wrongdoing. This may include (this list is not exhaustive):

  • criminal activity;
  • failure to comply with any legal or regulatory requirements;
  • miscarriages of justice;
  • danger to health and safety;
  • damage to the environment;
  • bribery and corruption (see our Anti-Bribery and Anti-Corruption Policy);
  • financial fraud or mismanagement (see our Anti-Fraud Policy);
  • facilitating tax evasion;
  • breach of our internal policies and procedures (see our Employee Code of Conduct and Ethics);
  • conduct likely to damage our reputation or financial wellbeing;
  • unauthorised disclosure of confidential or inside information (see our Market Abuse Prevention Policy);
  • negligence; and
  • the deliberate concealment of any of the above.

A whistleblower is a person who raises a genuine concern relating to any of the above.

This Policy should not be used for complaints relating to your own personal circumstances, such as the way you have been treated at work or a potential breach to your contract of employment. In those cases, you should use TGG’s grievance procedures or speak to a member of the People Team.

If you are uncertain whether a matter is within the scope of this Policy you should speak to your line manager or the Company Secretary.

5. PROCEDURE FOR RAISING CONCERNS

We hope that any concerns can be raised with your line manager in the first instance. However, if that is not possible, or the matter is more serious, then employees should raise their concerns in writing via our whistleblowing platform.

Any reports made via the platform will be directed to and handled by the Company Secretary in the first instance, with the escalation and use of experts as appropriate.

Any issue raised under this Policy will be investigated thoroughly, promptly and confidentially, and the outcome of the investigation will be confirmed in writing to you as far as is appropriate.

If you have made a disclosure as outlined above and you are not satisfied with the investigation or its conclusion, you should write directly to the Chief Executive Officer or the Workforce Engagement Director.

If you are unsure whether you should use the whistleblowing channel or have any other questions regarding whistleblowing, please direct your enquiry to your line manager or the Company Secretary.

6. ANONYMITY

You may choose to make your claim anonymously via the link provided in Section 5 of this Policy. If you raise your whistleblowing concern anonymously, we will undertake to investigate it. However, it may be more difficult for us to assess and investigate your concern effectively and to communicate with you.


Will Orr
Chief Executive Officer
The Gym Group plc

Date: November 2025