Invitation to the Annual General Meeting of

Global Blue Group Holding AG

Wednesday, September 15, 2021, 11:00 a.m. Central European Summer Time at

Niederer Kraft Frey Ltd, Bahnhofstrasse 53, Zurich 8001, Switzerland

  1. AGENDA ITEMS

1. Annual Report 2020/2021, Consolidated Financial Statements 2020/2021, Statu- tory Financial Statements 2020/2021 and Compensation Report 2020/2021

  1. Approval of the Annual Report, Consolidated Financial Statements and Statutory Financial Statements
    Proposal of the Board of Directors:
    The Board of Directors proposes that the Annual Report 2020/2021, the Consolidated Financial Statements 2020/2021 and the Statutory Financial Statements 2020/2021 be approved.
    Explanation:
    The Annual Report 2020/2021, the Consolidated Financial Statements 2020/2021 and the Statutory Financial Statements 2020/2021 are available to the shareholders online at www.globalblue.com/corporate/investor-relations/.
  2. Consultative vote on the Compensation Report Proposal of the Board of Directors:
    The Board of Directors proposes that the Compensation Report 2020/2021 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 members of such bodies for 2020/2021, as required under the Swiss Ordinance against Excessive Remuneration in Listed Companies. The Compensation Report 2020/2021 is available to the shareholders online at www.globalblue.com/corporate/investor-rela- tions/.
  1. Statutory Financial Statements 2019 Proposal of the Board of Directors:
    The Board of Directors proposes that the Statutory Financial Statements 2019/2020 be approved.
    Explanation:
    The Statutory Financial Statements 2019/2020, included in the Annual Report 2020/2021, are available to the shareholders online at www.globalblue.com/corpo- rate/investor-relations/.
  2. Appropriation of Available Earnings Proposal of the Board of Directors:
    The Board of Directors proposes that the disposable profit be carried forward. The below is a summary of the appropriation of earnings as proposed by the Board of Directors set forth in the Statutory Financial Statements 2020/2021.

'000 Swiss francs

31-Mar-21

Proposal of the Board of Directors

Retained earnings available to the general

3,437

meeting

Allocated to legal reserves

(178)

Distributed to shareholders

-

Carried Forward

3,259

Explanation:

Under Swiss law, the appropriation of available earnings must be submitted for share- holders' approval.

4. 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, 2021.

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5. Board Elections

5.1 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 directors for a term of office until the conclusion of the Annual General Meeting 2022:

  • Thomas Farley
  • Joseph Osnoss
  • Christian Lucas
  • Jacques Stern
  • Eric Strutz
  • Eric Meurice

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/.

5.2 Election of new Directors / Wahl der neuen Verwaltungsratsmitglieder

The Board of Directors proposes that the following persons be elected as directors for a term of office until the conclusion of the Annual General Meeting 2022:

Der Verwaltungsrat beantragt die Wahl der folgenden Personen in den Verwaltungsrat für eine Amtsdauer bis zum Abschluss der ordentlichen Generalversammlung 2022:

  • Ulf Pagenkopf
  • Yulei Wang

Explanation: / Erläuterungen:

Ulf Pagenkopf's biography is as follows:

Der Lebenslauf von Ulf Pagenkopf lautet wie folgt:

Mr. Ulf Helge Pagenkopf is a Director at Silver Lake, having joined the firm in 2012. He previously served as a non-executive director on the Board of Global Blue and also serves on the board of ZPG Ltd. Prior to joining Silver Lake, he was employed at Deutsche Bank in the Frankfurt and London offices working in the M&A and Leveraged Debt Capital Markets groups, where he was involved in a variety of leveraged buyout, high yield, and mergers and acquisitions transactions. Mr. Pagenkopf graduated from

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the European Business School, Oestrich-Winkel (Germany) with a B.Sc. in General Management.

Herr Ulf Pagenkopf ist ein Verwaltungsratsmitglied von Silver Lake, wo er seit 2012 tätig ist. Zuvor war er als nicht-exekutives Verwaltungsratsmitglied von Global Blue tätig und gehört auch dem Verwaltungsrat von ZPG Ltd. an. Bevor er zu Silver Lake kam, war er bei der Deutschen Bank in Frankfurt und London in den Bereichen M&A und Leveraged Debt Capital Markets tätig, wo er an einer Vielzahl von Leveraged-Buyout-,High-Yield- und M&A-Transaktionen beteiligt war. Herr Pagenkopf schloss sein Studium an der European Business School in Oestrich-Winkel (Deutsch- land) mit einem B.Sc. in General Management ab.

Yulei Wang's biography is as follows:

Der Lebenslauf von Yulei Wang lautet wie folgt:

Mr. Yulei (Steve) WANG has been Vice President of Global Merchant Partnership of Ant Group since November 2020. Mr. Wang joined Alibaba Group in 2004 and successively served various leadership roles including Operations Director of Taobao between 2004 and 2008, Vice President of TMall between 2009 and 2014, CEO of TMall between 2014 and 2015, Chief of Staff of Alibaba Group between 2015 and 2016, and General Manager of the North America office of Alibaba Group between 2018 and 2020. Mr. Wang obtained a bachelor degree from Shaanxi Institute of International Trade and Commerce in 1996 and an EMBA degree from China Europe International Business School in 2009.

Herr Yulei (Steve) WANG ist seit November 2020 als Vizepräsident von Global Merchant Partnership der Ant Group tätig. Herr Wang trat 2004 in die Alibaba Group ein und bekleidete an- schliessend verschiedene Führungspositionen, darunter Operations Director von Taobao zwi- schen 2004 und 2008, Vizepräsident von TMall zwischen 2009 und 2014, CEO von TMall zwi- schen 2014 und 2015, Chief of Staff der Alibaba Group zwischen 2015 und 2016 und General Manager des Nordamerika-Standortes der Alibaba Group zwischen 2018 und 2020. Herr Wang erwarb in 1996 einen Bachelor-Abschluss am Shaanxi Institute of International Trade and Commerce und in 2009 einen EMBA-Abschluss an der China Europe International Business School.

5.3 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 2022.

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Explanation:

According to art.7 of the Company's articles of association, the general meeting of shareholders 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/.

5.4 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 elected as a member of the Nomination and Compensation Committee for a term of office until the conclusion of the Annual General Meeting 2022.

Explanation:

As requested by Swiss law and according to art.7 of the Company's articles of associa- tion, the general meeting of shareholders elects the members of the Nomination and Compensation Committee. The elections will be conducted on an individual basis. De- tailed biography of each candidate can be found online at www.globalblue.com/corpo- rate/about-us/governance/.

6. Approval of the maximum Board Compensation and Executive Committee Com- pensation

6.1 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 compensation for the Board of Directors of CHF 700,000 (excluding employer social security and pension contributions) for the term of office until the Annual General Meet- ing 2022.

Explanation:

As requested by Swiss law and according to art.8 of the Company's articles of associa- tion, the general meeting of shareholders shall approve the maximum aggregate amount of compensation 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 (which amounts to a maximum aggregate amount of CHF400,000) and an additional sum to potentially cover the remuneration of any additional non-executive directors to be appointed to the Board of Directors 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 statutory social security and pension contributions, which must be paid

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Global Blue Group Holding Ltd. published this content on 11 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 August 2021 08:21:11 UTC.