Global Business Travel Group (GBTG) Proxy filing summary

Executive summary

• A special meeting is scheduled for August 3, 2026, to vote on a merger agreement where shareholders will receive $9.50 per share in cash, representing a 60.2% premium to the unaffected share price.

• The merger is with Gaia Purchaser, Inc. and Gaia Merger Sub, Inc., entities formed by Long Lake Management Holdings Inc., with the company becoming a wholly owned subsidiary.

• The board, following a special committee’s unanimous recommendation, supports the merger as fair and in the best interests of shareholders.

• The merger is not subject to a financing condition; all necessary equity, preferred equity, and debt financing commitments are in place.

• If the merger is not completed, the company remains public, and certain termination fees may apply.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) an advisory, non-binding say-on-pay for executive compensation related to the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• The merger requires approval by a majority of outstanding shares; voting agreements with major shareholders cover about 69% of shares.

• Abstentions and non-votes have the effect of a vote against the merger proposal.

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

Board of directors and corporate governance

• A special committee of independent, disinterested directors was formed to oversee the process, negotiate, and recommend the transaction.

• The board cannot approve the merger without the special committee’s recommendation.

• The board and special committee considered a wide range of strategic alternatives and conducted a robust process, contacting 64 potential counterparties.