Global Blue : Invitation to 2023 AGM

Invitation to the Annual General Meeting of

Global Blue Group Holding AG (the "Company")

Thursday, September 14, 2023, 9:30 a.m. Central European Summer Time at

Park Hyatt, Beethovenstrasse 21, 8002 Zurich, Switzerland

1. AGENDA ITEMS

1. Annual Report 2022/2023, Consolidated Financial Statements 2022/2023, Statutory Financial Statements 2022/2023 and Compensation Report 2022/2023

1. Approval of the Annual Report, Consolidated Financial Statements and Statutory Fi- nancial Statements
   Proposal of the Board of Directors:
   The Board of Directors proposes that the Annual Report 2022/2023, the Consolidated Fi- nancial Statements 2022/2023 and the Statutory Financial Statements 2022/2023 be ap- proved.
   Explanation:
   The Annual Report 2022/2023, the Consolidated Financial Statements 2022/2023 and the Statutory Financial Statements 2022/2023 are available to the shareholders online at https://ir.globalblue.com/news/default.aspx.
2. Consultative vote on the Compensation Report Proposal of the Board of Directors:
   The Board of Directors proposes that the Compensation Report 2022/2023 be endorsed (non-binding consultative vote).
   Explanation:
   The Compensation Report contains the principles governing the compensation paid to the Board of Directors and the Executive Committee and reports on the amounts paid to mem- bers of such bodies for 2022/2023, as required by law. The Compensation Report 2022/2023 is available to the shareholders online at https://ir.globalblue.com/news/de- fault.aspx.

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2. Appropriation of Available Earnings Proposal of the Board of Directors:

The Board of Directors proposes that the loss for the FY 22/23 be carried forward and a distribution in kind be made to the holders of the Series B Preferred Shares in the amount of CHF 8,470.59 (representing 847,059 Series B Preferred Shares) out of reserves from capital contribution. The below is a summary of the appropriation of earnings as proposed by the Board of Directors.

	31-Mar-23
	Proposal of the Board of Directors
	(in '000 Swiss francs)
Retained Earnings
Retained earnings available to the general	5,663
meeting (brought forward from FY 21/22)
Profit for the FY 22/33	(3,312)
Allocated to legal reserves	(120)
Carried Forward	2,231

	31-Mar-23
	Proposal of the Board of Directors
	(in Swiss francs)
Distribution of Reserves from Capital Contribution
Reserves from capital contribution	554,458,000
(brought forward from FY 21/22)
PIK Dividend distributed to holders of Se-	8,470.59
ries B Preferred Shares
Reserves from capital contribution after	554,449,529.41
PIK Dividend

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Explanation:

Under Swiss law, the appropriation of available earnings must be submitted for sharehold- ers' approval. Pursuant to the Company's articles of association, the Series B Preferred Shares provide for an annual PIK Dividend in the form of newly issued Series B Preferred Shares in an amount equal to 5% of the Series B Preferred Shares outstanding (less any such shares held in treasury) to be paid pro rata to their holders. In the view that the Series B Preferred Shares were issued during the financial year 2022/2023, the PIK Dividend is prorated accordingly and distributed from the Company's capital contribution reserves. The new Series B Preferred Shares are expected to be issued from the Company's Capital Band following the Annual General Meeting.

The appropriation of the retained earnings and the distribution of the PIK dividend are based on the Statutory Financial Statements audited by the auditors, PricewaterhouseCoopers SA and to be approved under agenda item 1. The auditors have confirmed that the appropriation of earnings proposed under the agenda item2 complies with the law and the articles of association of the Company.

1. Discharge of the Board of Directors and of the Executive Committee Proposal of the Board of Directors:
   The Board of Directors proposes that all members of the Board of Directors and of the Executive Committee be granted discharge for the fiscal year ended March 31, 2023.
   Explanation:
   With the discharge of the members of the Board of Directors and the Executive Committee, the Company as well as the approving shareholders declare that they will no longer hold accountable those responsible for events from the past fiscal year that were brought to the attention of the Annual General Meeting.
2. Board Elections

4.1 Re-election of members of the Board of Directors Proposal of the Board of Directors:

The Board of Directors proposes that each of the following persons be re-elected as direc- tors for a term of office until the conclusion of the Annual General Meeting 2024:

• Thomas Farley
• Joseph Osnoss

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• Christian Lucas
• Jacques Stern
• Eric Strutz
• Eric Meurice
• Ulf Pagenkopf
• Guoming Cheng
• Thomas Klein Explanation:

The elections will be conducted on an individual basis. Detailed biography of each candidate for re-election can be found online at www.globalblue.com/corporate/about-us/governance/.

1. Election of the Chair of the Board of Directors Proposal of the Board of Directors:
   The Board of Directors proposes that Thomas Farley be re-elected as Chairman of the Board of Directors for a term of office until the conclusion of the Annual General Meeting 2024.
   Explanation:
   According to art. 7 of the Company's articles of association, the general meeting of share- holders elects the Chair of the Board of Directors. Detailed biography of Thomas Farley can be found online at www.globalblue.com/corporate/about-us/governance/.
2. Election of Nomination and Compensation Committee Proposal of the Board of Directors:
   The Board of Directors proposes that Thomas Farley, Joseph Osnoss and Eric Strutz each be re-elected as a member of the Nomination and Compensation Committee for a term of office until the conclusion of the Annual General Meeting 2024.
   Explanation:
   As requested by Swiss law and according to art. 7 of the Company's articles of association, the general meeting of shareholders elects the members of the Nomination and Compen-

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sation Committee. The elections will be conducted on an individual basis. Detailed biography of each candidate can be found online at www.globalblue.com/corporate/about- us/governance/.

5. Approval of the maximum Board Compensation and Executive Committee Compen- sation

1. Approval of the total maximum amount of Board Compensation Proposal of the Board of Directors:
   The Board of Directors proposes the approval of the aggregate maximum amount of com- pensation for the Board of Directors of CHF 600,000 (excluding employer social security and pension contributions) for the term of office until the Annual General Meeting 2024.
   Explanation:
   As requested by Swiss law and according to art. 8 of the Company's articles of association, the general meeting of shareholders shall approve the maximum aggregate amount of com- pensation of the Board of Directors for the term of office until the next ordinary meeting of the shareholders. The proposed amount includes the remuneration of the two current non- executive directors who receive remuneration and an additional sum to potentially cover the remuneration of any additional non-executive directors to be appointed to the Board of Di- rectors in the coming year, and consists of 50% cash compensation for the role on the Board of Directors and its committees as well as 50% in the form of Long-Term Incentive Plans ("LTIP"). The proposed maximum total amount does not include the employer's stat- utory social security and pension contributions, which must be paid by the Company. The remuneration actually paid will be disclosed in the compensation report for FY2023/24.
2. Approval of the total maximum amount of Executive Committee Compensation for the fiscal year 2024/25
   Proposal of the Board of Directors:
   The Board of Directors proposes the approval of an aggregate maximum amount of com- pensation for the Executive Committee of CHF 14 million for the fiscal year 2024/25 (ex- cluding employer social security and pension contributions).
   Explanation:
   As requested by Swiss law and according to art. 8 of the Company's articles of association, the general meeting of shareholders shall approve the maximum aggregate amount of com-

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