Global Blue Group Holding AG

"Category: Notifications issued to company members/nSub-category: Invitation to the General Meeting/nPublication date: SHAB 11.07.2025/nPublicly viewable until: 11.07.2026/nPublication number: UP04-0000007349/nInvitation to the extraordinary general meeting/nGlobal Blue Group Holding AG/nOrganisation concerned:/nGlobal Blue Group Holding AG/nCHE-442.546.212/nZürichstrasse 38/n8306 Brüttisellen/nGeneral meeting details:/n18.08.2025, 11.00 Uhr.

Niederer Kraft Frey Ltd/nBahnhofstrasse 53/n8001 Zurich/nSwitzerland/nInvitation/Agenda:
/nInvitation to the Extraordinary General Meeting of Global Blue Group Holding AG. Please/nrefer to the attached pdf. document for the agenda items, proposals of the board of/ndirectors and organizational matters./nAdditional legal info:/nThis is an invitation to the Extraordinary General Meeting of Global Blue Group/nHolding AG./nRemarks:/nZurich, 11 July 2025/nBy the order of the Board of Directors of Global Blue Group Holding AG/nJeremy Henderson-Ross/nGeneral Counsel & Member of the Board of Directors/nInvitation to the Extraordinary General Meeting of/nGlobal Blue Group Holding AG (the ""Company"")/nMonday, August 18, 2025.

11:
00 a.m. Central European Summer Time at/nNiederer Kraft Frey Ltd, Bahnhofstrasse 53, Zurich, Switzerland (physical meeting)/nI. AGENDA ITEMS/n1.

Approval of Merger Agreement/n Proposal of the Board of Directors:
/n The Board of Directors proposes to approve the merger agreement between the Com-/n pany as transferring company, GT Holding 1 GmbH (""GT"") as surviving company and/n Shift4 Payments, Inc (""Shift4"") as GT's parent, pursuant to which the Company will be/n absorbed by way of merger by GT as surviving company, dissolved without liquidation/n and deleted from the Commercial Register (""Merger Agreement""), and to which the/n audited merger balance sheet (audited statutory balance sheet) of the Company as of/n March 31, 2025 is attached (""Statutory Balance Sheet"")./n Explanation:/n On March 21, 2025, GT has launched the offer to acquire the shares of the Company/n under the United States Securities Exchange Act and disseminated the offer documen-/n tation to the shareholders of the Company, as required thereunder and other applicable/n laws, rules and regulations (""Offer""). The Offer successfully completed on July 3, 2025./n As a result, GT (together with Shift4) directly or indirectly holds approximately 97.37%/n of the Company's shares outstanding (not including the treasury shares)./n As disclosed in its offer documentation, following the successful completion of the Offer,/n GT and the Company shall consummate a statutory squeeze-out merger pursuant to/n which the Company will be merged with and into GT, and GT will continue as the sur-/n viving entity of the merger, and each Company share (other than any Company shares/n directly or indirectly owned by Shift4 or GT) that is not validly tendered and accepted/n pursuant to the Offer will thereupon be cancelled and converted into the right to receive/n the merger consideration and each Company share directly or indirectly owned by Shift4/n or GT will thereupon be deemed cancelled without any conversion thereof./n On July 10, 2025, the Company, GT and Shift4 entered into the Merger Agreement,/n which is subject to certain conditions precedent, including the approval by the general/n meeting of the Company and the quotaholder of GT.

The Merger Agreement, together/n with the Statutory Balance Sheet, are made available for inspection by the Company/n shareholders under the following link https:
//ir.globalblue.com/governance/agm/de-/n fault.aspx./n 2/n The Board of Directors resolved that the Merger Agreement is in the best interest of,/n and fair to, the Company and its shareholders and adopted and approved the entry into/n the Merger Agreement. The Board of Directors prepared a merger report in accordance/n with art. 14 Merger Act dated July 10, 2025 (""Merger Report""). The Merger Report,/n among other information, contains information regarding the valuation of the merger/n consideration, which corresponds to the offer price for common shares offered in the/n Offer. The Merger Report, the fairness opinion letter prepared by IFBC, the audit report/n of PricewaterhouseCoopers SA, Geneva, dated as of July 10, 2025, the audited statu-/n tory standalone and consolidated annual accounts and the annual reports of the Com-/n pany for the past three years, the opening balance sheet as of February 17, 2025 of GT/n and GT's tender offer statement on Schedule TO dated March 21.

2025 are made avail-/n able for inspection by the Company shareholders under the following link/n https:
//ir.globalblue.com/governance/agm/default.aspx./n The Board of Directors recommends to shareholders to approve the Merger Agreement./n2. Approval of the additional amount of Executive Committee Compensation for the/n fiscal year 2024/2025/n Proposal of the Board of Directors:/n The Board of Directors proposes the approval of an additional amount of compensation/n for the Executive Committee of CHF 4.6 million for the fiscal year 2024/2025 (excluding/n employer social security and pension contributions)./n Explanation:/n During the 2023 Annual General Meeting, for the fiscal year 2024/2025, CHF 14 million/n (excluding employer social security and pension contributions), representing the aggre-/n gate maximum compensation amount, was approved for the Executive Committee. Due/n to the fair value increase resulting from the modification of the management incentive/n plan earlier this year, the actual compensation amount for the relevant period exceeds/n the approved maximum by CHF 4.6 million. Such increase in the aggregate maximum/n compensation amount is subject to the shareholder approval./n II.

ORGANIZATIONAL MATTERS/n Time:
Monday, August 18, 2025.

11:
00 a.m.

Central European Summer Time/n Location:
Niederer Kraft Frey Ltd, Bahnhofstrasse 53, Zurich, Switzerland/n Eligibility to Vote/n Shareholders with voting rights registered in the share register (""holders of record"") maintained/n by our transfer agent, Equiniti Trust Company LLC (""ETC"") (previously known as American Stock/n Transfer & Trust Company LLC) and shareholders holding their shares through their broker or/n bank (""street name holders"") on August 8.

2025 at 4:
30 p.m. EDT (the ""Record Date"") will be/n 3/n eligible to vote at the Extraordinary General Meeting. Shareholders who have sold their shares/n prior to August 8, 2025 are not entitled to vote those shares at the Extraordinary General Meeting./n Invitation, Voting Materials, Attendance and Voting/n Holders of record on July 8, 2025 will receive the Extraordinary General Meeting invitation and a/n proxy card directly from ETC. These materials will contain access information for the ETC portal,/n by which holders of record may give voting instructions and authorization to the independent/n proxy, as well as information on voting by mail./n Street name holders are unknown to the Company or ETC. Street name holders should receive/n materials on behalf of, and be able to vote on the portal designated by, their broker or bank. Street/n name holders will only be able to give instructions and authorization to the independent proxy via/n the portal or other method designated by their broker or bank and should therefore contact their/n broker or bank or its designated agent about how to do so./n Holders of record with voting rights, including those who become holders of record after July 8,/n 2025 but on or before August 8, 2025 and wish to vote their shares at the Extraordinary General/n Meeting (by way of the independent proxy), may obtain copies of the proxy card by contacting/n ETC via email at proxy@equiniti.com./n Holders of record and street name holders who wish to attend the Extraordinary General Meeting/n in person should proceed as set out below under ""Admission to Extraordinary General Meeting""./n Holders of record who do not wish to attend the Extraordinary General Meeting can exercise their/n voting rights throu"