Pure Gym Denmark A/S

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Pure Gym Denmark A/S (the “Company”) is Denmark's largest gym chain and is part of the Pure Gym Group. The Pure Gym Group (consisting of Pinnacle Topco Limited and its subsidiaries) is one of the largest gym and fitness operators in Europe with over 700 gyms as at 31 December 2025, £209 million of Adjusted EBITDA (up 36% versus 2024), £73 million of cash on its Balance Sheet and £249 million of liquidity available to support growth and investment across all its geographies. The Group’s full consolidated Annual Report and financial results for 2025 can be found at the following URL address: https://corporate.puregym.com/investors/results-reports-and-presentations/default.aspx During 2025, The PureGym Group completed its strategic plan to optimise the Danish estate through a combination of investment into core sites and closure of certain non-core locations. This has resulted in excellent 2025 results with growth in profitability and margins, and this success is expected to continue into the futureFinancial review Result for the year The business has achieved strong results in 2025 and has made significant progress against its strategic objectives. As expected, full year Revenue of DKK 1,176 million was down by -0.1% when compared to the prior year, as a result of the closure of 16 sites during the year (site numbers -13.7% down year on year, based on the average number of gyms in each year) and bringing the total closures to 41 over the last 3 years as part of the strategic optimisation of the estate. The site closures allow the Company to focus on the core, profitable sites and consolidate operations in areas of high site density. Gross profit was DKK 544 million, versus DKK 476 million in 2024. Underlying gross profit, before special items, increased from DKK 492 million in 2024 to DKK 558 million in 2025. This growth highlights the benefits of the operational investment, strong cost control, and successful consolidations of operations from closed sites. Management focus on Adjusted EBITDA as a key measure of cash profitability for the Company when running the business, which is not a statutory defined measure. However, a sensible proxy equates to “Profit/loss before amortisation/depreciation, impairment losses and special items”. Against this measure the Company delivered DKK 284 million in 2025, an increase of DKK 78 million (38%) on the DKK 206 million achieved in 2024. Profit before interest and tax (EBIT) amounted to DKK 169 million 2025 compared to DKK 28 million in 2024, an improvement of DKK 141 million. The improvement seen in 2025 is primarily achieved through cost reductions arising from the estate optimisation strategy executed over the last 2 years. Carefully planned investment has been committed to the Company’s core sites with lower profitability sites closed or consolidated into nearby gyms. The improvement in EBIT also arises from a DKK 41 million reduction in impairment charges year on year.Equity at end of 2025 was DKK 181 million (up DKK 120 million versus 2024), corresponding to a solvency ratio of 23.3% (up 15.2% versus 2024). Total assets at the end of 2025 was DKK 777 million, up DKK 22 million versus 2024. The Company invested DKK 146 million in tangible assets in 2025, which primarily related to the latter part of the existing estate investment programme started in earlier years, investing in high quality kit and improving the member experience and offering. Expectations for 2026 and follow-up on expectations expressed last year In 2026, following the completion of estate optimization, Management expects to concentrate efforts on revenue optimisation and continued cost control, to see further strong progress in profitability and margins. In addition, Management expect to see the full year realisation of the investments made over the last few years. This is expected to translate into improved revenues and profits in the underlying estate. Management expects the Profit before amortisation/depreciation, impairment losses and special items to be in the range of DKK 310 and 340 million for the year ending 31 December 2026. In 2025, the development in revenue and earnings was above Management’s expectations. Management expectations for the year 2025 were to achieve DKK 230 to 260 million EBITDA and Management is satisfied with exceeding this, delivering DKK 284 million Profit before amortisation/depreciation, impairment losses and special items. Capital resources The Company is fully supported by its direct parent company, Pure Gym Limited, which has significant resources at its disposal. Management therefore considers that the Company has ample funds to carry out future operations as planned. See note 1 for further description of the capital resources.Corporate governance The Board of Directors is responsible for ensuring the overall strategic management of the Company and for ensuring that the financial and managerial control of the Company is carried out in an appropriate manner. The Board of Directors constitutes a highly qualified dialogue partner for the Executive Board in relation to strategic initiatives and continuously monitors the company's financial conditions, risk management and business activities. The Board of Directors consists of three members: - Alexander Basil John Wood since 2020 - Morten Nørdum Bentzen since 2020 - Hannah Haugbølle Thomsen since 2025 Management is responsible for the day-to-day operation of Pure Gym Denmark. The management level consists of Managing Director Morten Nørdum Bentzen, Finance Director Nicola Jane Widdison, Commercial Director Hannah Haugbølle Thomsen and Operations Director Carl Matthew Spibey. By the end of 2025, Pure Gym Denmark had a total number of employees, including part time employees, of approximately 1,867. Statutory report on corporate social responsibility PureGym is the leading operator in Denmark, both by number of gyms and members. During 2025, the Business completed its strategic plan to optimise the Danish estate through a combination of investment into core sites and closure of certain non-core locations. As at 31 December 2025, Denmark operated 128 gyms (2024: 144 gyms) with 328,000 members (2024: 350,000). Through engagement with key stakeholders – colleagues, members, investors and third-party partners – the Business has identified five key focus areas in which to develop its S-ESG strategy:Delivering Social Good: supporting as many people as possible to live healthier lives;Empowering People: fostering a thriving, healthy team and community where everyone feels welcome and supported to reach their potential;Energy and Emissions: using resources efficiently and reducing our carbon footprint;Waste and Circularity: minimising operational waste and embedding “circular-by-design” principles across our operations; andEffective Corporate Governance: building an environment of trust, transparency and accountability for sustainable performance.The Business is working hard to embed these focus areas into its policies and make progress across all areas. The principal risks and uncertainties set out below are those which we believe could have the most material impact on our business and strategic objectives. Mitigating steps aimed at managing and reducing those impacts have been put in place by the Business as summarised below. Additional risks and uncertainties currently unknown to us, or which we currently believe are immaterial, may also have an adverse effect on the Business. 1. Climate and environmental 1.1 Assessment of risk Overall, we do not believe the impact of climate change will be material for our business over the short or medium term. Over the longer term, impacts are harder to identify due to the timeframes and nature of risks, but, at this point, we do not believe the impact of climate change over this period will be material. We have, however, identified the main risks which could have a potential and material impact on the business. 1.2. Policy The Business has undertaken a programme of activity to reduce energy consumption and continues to closely monitor market prices to assess the optimum time to enter energy contracts. 1.3 Actions & Assessment of the results in 2025 Energy usage continued to decrease across the estate in 2025, ending in December with a reduction of 35.0% compared to the 2022 baseline. Key achievements included the installation of the remaining building automation systems at 13 sites, enabling full centralised control and optimisation of the estate. In addition, an updated energy operating model was introduced, strengthening the ability to manage and reduce usage effectively. 1.4 Future Works In 2026, further optimisation of energy performance across the gyms is planned, building on the automation systems completed in 2025. By working remotely alongside local site teams, there is significant potential to continue driving reductions against the long term baseline. Another key opportunity lies in optimising out of hours lighting using existing onsite controls, which is expected to reduce overnight electricity consumption. 2. Social and Employee matters 2.1 Assessment of risk The accident and incident case rate remains low at 0.5 per 100,000 members. This performance is supported by a comprehensive training programme for all staff and robust maintenance standards for both equipment and the site environment. Although PureGym Denmark sees over 24-million-member visits annually, there remains an inherent residual risk that a serious incident could occur, potentially resulting in financial or reputational impact. Ongoing vigilance and strong safety governance continue to mitigate this risk.2.2. Policy The business operates a Health & Safety Management Policy that sets out clear and mandatory requirements for protecting the health, safety, and welfare of employees, members, and all other relevant persons. This policy provides the framework for consistent operational standards. 2.3 Actions Health and safety governance is integrated into routine operational oversight. It is a standing agenda item at the monthly Group Operational Risk Forum, the weekly Local Operational Meeting, and is subject to oversight by the Pinnacle Topco Group Board. These forums review emerging risks, trends in accidents and incidents, and ensure that root cause analysis and corrective/preventive actions are implemented promptly. The business is supported by a dedicated Health & Safety team and a suite of clear policies and procedures. 2.4. Future work PureGym will continue to invest in the training and development of all operational teams, introducing new learning opportunities where required. Policies and procedures will be reviewed regularly to ensure continued compliance with legal and regulatory requirements. From Autumn this year, we will commence the process of securing FitCert accreditation, further strengthening our commitment to recognised industry standards and external validation of our safety management systems. 3. Human Rights 3.1 Assessment of risk See 3.2 for a summary of our key areas of risk around Human Rights. 3.2. Policy We have identified the following human rights as being the most relevant in our operations and training environments:Health and safety - the right of all people to enjoy a physically and psychologically safe working and training environmentLabour rights – fair and favourable employment conditions for all peopleDiversity, inclusion and belonging – the right of all people to be respected and valued for their diversity, with equal opportunities and outcomes in an inclusive environment where everyone can thriveThe right to freedom of association and collective bargaining and effective information and consultation procedures.Training provided to all employees on Health & safety (where relevant to their role) as part of the Induction plan and policies (including Diversity, Equity & Inclusion) available to all employees on employee platform. 3.3 Actions Our responsibility to respect human rights extends beyond the operation of the centers in PureGym, and out to our suppliers, who must also ensure compliance with the rules. The Business works every day to ensure progress in diversity and inclusion and works to create a better and more inclusive environment for everyone. 3.4. Future work We recognise that we must take steps towards identifying and addressing any actual or potential adverse effects that we may be involved in, either directly or indirectly through our own operations or business relationships. We manage these risks by integrating responses from our due diligence into our policies and internal systems, acting on the results, tracking our actions, and communicating with our stakeholders about how we manage impacts.Annual Diversity, Equity & Inclusion mandatory training will be rolled out during 2026.4. Anti-corruption and bribery 4.1 Assessment of risk It is essential for our reputation, responsible growth and right to do business that we conduct our business in an honest, straightforward and ethical manner. That is why we have zero tolerance for bribery, and in this regard, the Business is committed to maintaining the highest standards of integrity and work ethics among employees and the Board. 4.2. Policy We have an Anti-Corruption and Bribery policy, which is provided to all employees when they join the business and includes details of how to report a concern.Anti-Corruption & Bribery mandatory training will be rolled out during 2026. 4.3 Actions Training in this policy is included in onboarding for all new employees. All existing employees receive regular, relevant training on how to implement and comply with this policy. The policy and training include details around what bribery is, potential red flags to be aware of, individuals' responsibility in this area, what is deemed as gifts and hospitality, what is acceptable and unacceptable, amongst other areas 4.4. Future work We will continue to provide all employees with regular, relevant training on how to comply with this policy. Uncertainty in relation to recognition and measurement Reference is made to note 4.Statutory report on data ethics Introduction The Company has a data ethics policy pursuant to section 99 d of the Danish Financial Statements Act, and we comply with all legal requirements in our use of data Data collection is important to fulfil our business purpose, is collected through a variety of technology and can cover a range of different types of data, including: - Personal data about job applicants, employees, users of our website and app, members of our gyms and suppliers. - Non-personal data about our operating assets and other operations. We aim to consistently deliver high data ethics standards around the use of both personal and non-personal data and potential risks are managed by adhering to key underlying principles. Our Data Ethics Principles The Company commits to the following data ethics principles: Equality and fairness We must strike a fair balance when using data in the business. Data processes must not discriminate and must be fair using machine learning and data processing. Transparency We uphold transparency and openness concerning our use of data. We ensure that our data ethics principles remain clear, understandable, and easily accessible. Dignity Human dignity is respected in all data processing. Data is not used to exploit data of individuals. The Company ensures that we have the members prioritized before commercial interests. Self-determination Every human has a self-determination in all data processes. An individual should have control over their own data, including control of what data is collected, what they are used for and in what contexts. Accountability The Company is responsible for the data in our possession and all data collection involves human decisions. Therefore, we apply governance of data processes for all parts of our organization, we assess and document permissible uses of our data and systems and we take measures to avoid impermissible uses. Governance and reporting Each year we will account for this policy in accordance with section 99 d of the Danish Financial Statements Act. Processing of data must be done with respect for basic guarantees of legal certainty and the level of legal certainty in society.