Global Business Travel Group (GBTG) Proxy filing summary

Executive summary

• A special meeting will be held virtually for shareholders to vote on a proposed merger where each share will be converted into $9.50 in cash, representing a significant premium to recent trading prices.

• The merger is the result of a comprehensive strategic review process led by an independent Special Committee, which evaluated multiple bids and alternatives before recommending the transaction.

• The board and Special Committee unanimously recommend shareholders vote in favor of the merger, citing certainty of value, liquidity, and a robust negotiation process.

• If approved, the company will become a wholly owned subsidiary of the acquirer, delist from the NYSE, and deregister its shares.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as votes against the merger.

• Major shareholders have entered into voting agreements to support the merger, representing approximately 69% of outstanding shares.

• Shareholders who do not vote in favor and follow statutory procedures may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, was delegated full authority to negotiate and recommend the transaction.

• The board and Special Committee considered a wide range of factors, including financial analyses, market conditions, and alternative strategies.

• The process included outreach to 64 potential counterparties and multiple rounds of bidding.