Global Blue Group Holding AG announced that it has entered into an investment agreement for a private placement of 21,176,470 series B convertible preferred shares at an issue price of $8.50 per share for gross proceeds of $179,999,995, and 8,587,786 common shares at an issue price of $5.24 per share for gross proceeds of $44,999,998.64, for aggregate proceeds of $224,999,993.64 on May 5, 2022. The transaction will include participation from new investor CK Opportunities Fund I, LP, a fund co-managed by CK Opportunities Fund I, LP, and Knighthead Capital Management, LLC. The Series B Preferred Stock each of which is convertible into registered common shares of the Company.

The Series B Preferred Shares will have the same voting, dividend and other rights that apply to common shares of the Company. In addition, an annual dividend of 5%, in the form of additional Series B Preferred Shares to be paid in-kind, will be payable on the Series B Preferred Shares, subject to shareholder approval and any applicable mandatory legal requirements. The Series B Preferred Shares may be converted by the Company on or after the first anniversary of the closing of the Series B Preferred Shares or upon a change of control transaction, subject to certain conditions, or by the Investor Holder at any time on or after six months following the initial closing of the Series B Preferred Shares, in whole or in part, into common shares of the Company on a one-for-one basis, subject to certain customary anti-dilution adjustments.

In addition, the Company may call all or a portion of the Series B Preferred Shares on and after the fifth anniversary of the closing of the Series B Preferred Shares or upon a change of control transaction, subject to certain conditions. The Transaction is subject to the receipt of shareholder approvals of certain items to be put to the shareholders of the Company for approval in connection with the transactions, the receipt of certain regulatory approvals and other customary closing conditions. The Investor shall have the right to nominate one board member and one non-voting board observer following the initial closing of the Series B preferred shares, subject to certain conditions.

The agreement is subject to Global Blue shareholder approval at the Company's Extraordinary General Meeting, expected to take place by June 2022. As part of the transaction Tom Klein from Certares Management LLC will join the company's board. The investor converted ownership in the company will be just over 13% of the total issued share capital on a fully diluted basis following the issuance of all of the new Series B preferred shares and registered common shares.

The preferred shares are issued in two tranches, the preferred first closing and the preferred second closing shall take place simultaneously. No broker's fees is paid in the transaction. The nominal value of securities issued in the transaction is $0.010 (CHF 0.01) per share.