Gym Grp Regulatory News (GYM)

6 April 2022

The Gym Group plc

("the Company")

Notification of transactions by Directors/PDMRs

The Company announces that on 6 April 2022 ("Date of Grant"), awards over ordinary shares of 0.01p each in the capital of the Company ("Shares") were made under the terms of The Gym Group plc Performance Share Plan ("PSP") to the below Executive Director and person discharging managerial responsibility ("PDMR") as follows:

The number of shares within awards was calculated on the basis of a share price of 222.2 pence, being the Company's three-month average share price prior to the Date of Grant.

The awards represent 0.01p par value options which, to the extent that the awards vest, provide for Shares to be delivered to the individuals for 0.01p consideration per Share. Vesting of the awards is subject to the satisfaction of three performance conditions in respect of:

- Adjusted Group Operating Cash Flow (25% weighting);

- ROIC in the mature estate (25% weighting); and

- Absolute Total Shareholder Return (50% weighting).

The detail of the Cash Flow and ROIC performance conditions is set out in the 2021 Annual Report and Accounts on page 101. Each is measured to the end of the 2024 financial year.

In respect of the TSR performance condition, the Company's Remuneration Committee has continued to give consideration to the most appropriate form of TSR condition to apply to 2022 PSP awards, and after careful deliberation has decided to apply a stretching absolute TSR growth performance condition, rather than the relative TSR condition (TSR performance relative to the constituents of the FTSE SmallCap (ex IT)) as described on page 100 of the Annual Report. This step has been considered appropriate to demonstrate clearly that the potential rewards for our most senior executives will be linked directly to restoration and growth of shareholder value.

The required targets for the absolute TSR growth condition require the attainment of a £3.00 share price at the end of a 3-year performance period (measured from the Date of Grant) for 20% of this part of the award to vest, and a £3.75 share price or better for full vesting of this part of the award (with pro-rata straight-line vesting between those boundaries). Measurement share prices will be calculated on a 3- month average basis to the end of the performance period.

A holding period of two years from date of vesting is also applicable to the PSP award granted to Richard Darwin.

The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.

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