| Shareholders of Global Blue Group Holding AG | Issued capital and reserves Number of shares authorized and issued For the financial year ended March 31 2023 2022 2021 Ordinary shares Preference shares A Preference shares B Total Ordinary Preference shares A Total Ordinary Preference shares Total Opening balance at April 1 192,534,962 17,788,512 — 210,323,474 187,534,962 23,717,989 211,252,951 40,000,000 — 40,000,000 Effects of the capital reorganization on Aug 28, 2020 — — — — — — — 127,824,796 23,717,989 151,542,785 Issuance of share capital Global Blue Group Holding A.G. 8,587,786 — 21,176,470 29,764,256 — — — 19,596,142 — 19,596,142 Conversion of preference shares into ordinary shares — — — — — — — — (5,929,477) (5,929,477) Assign the preference shares to ListCo. — — — — — — — — 5,929,477 5,929,477 Exercises of warrants — — — — — — — 114,024 — 114,024 Issuance of treasury shares by Global Blue Group Holding A.G. 104,135 — — 104,135 5,000,000 — 5,000,000 — — — Cancellation of preference shares by Global Blue Group Holding A.G. — (104,135) — (104,135) — (5,929,477) (5,929,477) — — — Closing balance at March 31 201,226,883 17,684,377 21,176,470 240,087,730 192,534,962 17,788,512 210,323,474 187,534,962 23,717,989 211,252,951 During the financial year ended March 31, 2023, 8,587,786 ordinary shares and 21,176,470 series B preference shares, convertible into ordinary shares, were issued in the parent company based on the investment agreement with CK Opportunities Fund I, LP, (“Certares”). Certares subscribed for and received the aforementioned issued shares for the amount of EUR215.2 million (USD225.0 million). The transaction costs and stamp duties amounting to EUR4.9 million were deducted from other reserves in equity. During the financial year ended March 31, 2023, 104,135 ordinary shares were issued in the parent company and held in the custody of Global Blue Group II GmbH; and 104,135 series A preference shares were cancelled in the parent company and the reduction amount was allocated to the share premium. During the financial year ended March 31, 2022, 5,000,000 ordinary shares were issued in the parent company and held as treasury shares by Global Blue Group II GmbH solely to be issued to management in connection with the approved Management Incentive Plans; and 5,929,477 series A preference shares were cancelled in the parent company and the reduction amount was allocated to the share premium. During the financial year ended March 31, 2021, 127,824,796 ordinary, and 23,717,989 series A preference shares were issued in connection with the capital reorganization that took place on August 28, 2020, and the Company issued 5,929,477 ordinary shares to existing investors in exchange for held preference shares; these shares were held by the Company with the intention to cancel at the next General Meeting. During the financial year ended March 31, 2021, 7,000,000 ordinary shares were issued in the parent company, while 6,666,665 ordinary shares were issued to buy ZigZag Global. During the financial year ended March 31, 2021, 114,024 public warrants were exercised at a 1:1 equivalent to ordinary shares. Treasury shares For the financial year ended March 31, 2023 Treasury shares Number of shares Value (EUR thousand) Ordinary shares Preference shares A Preference shares B Total Ordinary Preference shares A Preference shares B Total Opening balance as of April 1, 2022 12,995,018 104,371 — 13,099,389 (9,297) (882) — (10,179) Issuance of treasury shares by Global Blue Group Holding A.G. 104,135 — — 104,135 (1) — — (1) Vested RSA shares (538,044) — — (538,044) 5 — — 5 Allocation of treasury shares to shareholders by Ocorian Ltd. (formerly Estera Trust (Jersey) Ltd.) (1,189,977) — — (1,189,977) 9,179 — — 9,179 Cancellation of preference shares A by Global Blue Group Holding A.G. — (104,135) — (104,135) — 879 — 879 Acquisition of treasury shares 4 — — 4 — — — — Closing balance as of March 31, 2023 11,371,136 236 — 11,371,372 (114) (3) — (117) During the financial year ended March 31, 2023, 104,135 ordinary shares were issued in the parent company and held initially in the custody of Global Blue Group II GmbH; and 538,044 ordinary shares were vested and transferred to the employees under the Company’s Restricted Share Award program. The shares were transferred out of the treasury shares held in custody of Global Blue Group II GmbH. During the financial year ended March 31, 2023 1,189,977 ordinary shares were allocated by Ocorian Ltd. (formerly Estera Trust (Jersey) Ltd.) to other employees, ex-employees and members of management; and 104,135 preference A shares were cancelled in the parent company and the reduction amount was allocated to the general reserve. For the financial year ended March 31, 2022 Treasury shares Number of shares Value (EUR thousand) Ordinary shares Preference shares Total Ordinary Preference shares Total Opening balance as of April 1, 2021 8,051,569 138,846 8,190,415 (8,877) (1,246) (10,123) Acquisition of treasury shares as at Conversion of shares 34,711 (34,711) — (366) 366 — Acquisition of treasury shares (September 2021) 5,000,000 — 5,000,000 (46) — (46) Acquisition of treasury shares (January 2022) 1,217 236 1,453 (9) (2) (11) Vested RSA shares March 2022 (92,479) — (92,479) 1 — 1 Closing balance as of March 31, 2022 12,995,018 104,371 13,099,389 (9,297) (882) (10,179) During the financial year ended March 31, 2022, 1,453 ordinary and preference shares were acquired from a former board member and held as treasury shares by Global Blue Group II GmbH, while 92,479 ordinary shares were vested and transferred to the employees under the Company’s Restricted Share Award program. The shares were transferred out of the treasury shares held in custody of Global Blue Group II GmbH. For the financial year ended March 31, 2021 Treasury shares Number of shares Value (EUR thousand) Ordinary shares Preference shares Total Ordinary Preference shares Total Opening balance as of April 1, 2020 — — — — — — Acquisition of treasury shares 1,051,569 138,846 1,190,415 (8,812) (1,246) (10,058) Acquisition of treasury shares post-merger with FPAC 7,000,000 — 7,000,000 (65) — (65) Closing balance as of March 31, 2021 8,051,569 138,846 8,190,415 (8,877) (1,246) (10,123) During the financial year ended March 31, 2021, 1,190,415 ordinary and preference treasury shares were acquired in connection with the capital reorganization that took place on August 28, 2020. During the financial year ended March 31, 2021, 7,000,000 ordinary shares were held as treasury shares by Global Blue Group II GmbH solely to be issued to management in connection with the approved Management Incentive Plans. Shareholders of Global Blue Group Holding AG as of March 31, 2023 Ordinary shares Preference shares Total Ownership (4) Warrants Silver Lake and Affiliates (1) 97,258,598 11,970,487 109,229,085 47.8 % 6,548,415 Partners Group and Affiliates (2) 40,129,828 4,939,137 45,068,965 19.7 % 2,701,935 CK Opportunities Fund I, LP (3) 9,286,969 21,176,470 30,463,439 13.3 % — Ant Group 12,500,000 — 12,500,000 5.5 % — GB Directors, Executive Management & Other Employees 8,883,950 774,517 9,658,467 4.2 % 516,317 Other Shareholders 21,796,402 — 21,796,402 9.5 % 20,969,283 Total excl. GB Group 189,855,747 38,860,611 228,716,358 100.0 % 30,735,950 GB Group 11,371,136 236 11,371,372 — Total incl. GB Group 201,226,883 38,860,847 240,087,730 30,735,950 Shareholders of Global Blue Group Holding AG as of March 31, 2022 Ordinary shares Preference shares Total Ownership (4) Warrants Silver Lake and Affiliates (1) 97,258,598 11,970,487 109,229,085 55.1 % 6,548,415 Partners Group and Affiliates (2) 40,129,828 4,939,137 45,068,965 22.7 % 2,701,935 Ant Group 12,500,000 — 12,500,000 6.3 % — GB Directors, Executive Management & Other Employees 9,198,164 878,652 10,076,816 5.1 % 516,317 Other Shareholders 21,539,634 — 21,539,634 10.9 % 20,969,283 Total excl. GB Group 180,626,224 17,788,276 198,414,500 100.0 % 30,735,950 GB Group 11,908,738 236 11,908,974 — Total incl. GB Group 192,534,962 17,788,512 210,323,474 30,735,950 Shareholders of Global Blue Group Holding AG as of 31 March 2021 Ordinary shares Preference shares Total Ownership (4) Warrants Silver Lake and Affiliates (1) 98,017,072 11,970,487 109,987,559 55.5% 6,548,415 Partners Group and Affiliates (2) 40,442,783 4,939,137 45,381,920 22.9 % 2,701,935 Ant Group 12,500,000 — 12,500,000 6.3 % — GB Directors, Executive Management & Other Employees 9,106,902 878,888 9,985,790 5.0 % 516,317 Other Shareholders 20,468,205 — 20,468,205 10.3 % 20,969,283 Total excl. GB Group 180,534,962 17,788,512 198,323,474 100.0 % 30,735,950 GB Group 7,000,000 5,929,477 12,929,477 — Total incl. GB Group 187,534,962 23,717,989 211,252,951 30,735,950 (1) - Corresponds to SL Globetrotter L.P. (2) - Corresponds to Global Blue Holding LP (which is controlled by Silver Lake) and shares directly held by Partners Group (3) - Corresponds to Certares Opportunities LLC and Knighthead Opportunities Capital Management, LLC (4) - Excludes GB Group As of August 28, 2020 a capital reorganization took place within the Group, whereby a new holding company, Global Blue Group Holding AG, was incorporated in December 2019 and became the ultimate parent of the Group; during the reorganization additional shares were issued with the increase of the share premium. Ordinary shares Holders of ordinary shares are entitled to dividends and are entitled to one vote per share at general meetings of the Company. From the financial year ended March 31, 2026 the preferential dividend will have to be first approved before approval of a dividend for ordinary shares to be granted. For the financial year ended March 31, 2023, there was no change in the conditions for the ordinary shares; please refer to Note 22 for details. Preference shares Preference shares Series A Holders of these shares are entitled to dividends and are entitled to one vote per share at general meetings of the Company. In addition, the holders are entitled to preferential dividends beginning in the financial year ending March 31, 2026 at a rate of 8% with an increase by 1% each year thereafter. Given that no preference dividend is owed to Series A holders and no preference dividend has currently been approved by shareholders, no adjustment has been made to basic earnings per share related to the Series A preferred shares. Based on the terms of the Series A preference shares, management has determined that they should be classified as equity. Put Option Preference shares can be exchanged 1:1 for ordinary shares at any time at the shareholder´s election. The exchange will take place no earlier than 25 days, no later than 65 days after exercise of the put option. Call Option The Company can exercise a call option with 20 days’ notice to exchange the Series A preference shares 1.1 for ordinary shares. The call option can only be exercised if (i) the 30 day Volume-Weighted Average Price (“VWAP”) of the ordinary shares is at least USD18.00 per share and (ii) no blackout or lockup is in effect. Redemption The Company may redeem the Series A preference shares for cash or ordinary shares at the shareholder’s election following the fifth anniversary of closing or on a change of control (if earlier). The redemption right can only be exercised if the 30 day VWAP of the ordinary shares is at least USD10.00 or the value attributable on such change of control is USD10.00. Liquidation Each holder of preference shares is entitled to a priority share of the liquidation proceeds up to USD10.00. The remainder is distributed to the holders of the ordinary shares. For the financial year ended March 31, 2023, there was no change in the conditions for the Put/Call Options, redemption or liquidation of the Series A preference shares. Preference shares Series B During the financial year ended March 31, 2023, 21,176,470 preference shares Series B (“Series B shares”) were issued based on the investment agreement with CK Opportunities Fund I, LP (“Certares”), and these shares have the same voting and other rights as the ordinary shares. The holders of these shares are entitled to a non-cumulative dividend compounded annually and paid in kind, in the form of newly-issued preference shares in an amount equal to 5% of the number of preference shares less any converted already and to be cancelled; this dividend is subject to the Board of Directors’ (the “Board”) and shareholders’ approval. In addition, the holders of these shares are entitled to the same dividend or distributions as on the ordinary shares, if approved by the general meeting, calculated as if the preferred shares had been converted into ordinary shares. Based on the terms of the Series B preference shares, management has determined that they should be classified as equity. Call Option The Company has the right to exercise entirely at its discretion a call option following the 5 th anniversary after the closing date. The Company has the discretion to redeem the options in cash or to convert to ordinary shares on a 1:1 ratio. Put Option Upon a change of control, Certares has the right to: • convert the Series B preference shares into ordinary shares on a cashless basis on a 1:1 ratio; or • in the event of a tender offer or other change of control transaction, Certares must receive the same offer as Silver Lake and the other holders unless the Company or another shareholder makes Certares an equivalent offer. The Company has the option and not an obligation to make an equivalent offer to Certares. Conversion right The Series B preference shares may be converted into ordinary shares at any time at the election of Certares from six months after the closing date. Forced conversion The Company has the right to acquire all or any portion of the Series B preference shares in exchange for ordinary shares. This can be exercised in certain circumstances on or after the first anniversary of the closing date entirely at the discretion of the Company. Redemption The Series B preference shares are only redeemable at the Company’s option. Liquidation Each holder of Series B preference shares is entitled to receive a liquidation preference equal to the higher of US$8.50 and the amount that such preferred share would have received had it been converted into an ordinary share immediately prior to the liquidation. Warrants As part of the reorganization and listing, 21,083,307 public warrants and 9,766,667 private warrants were issued for a total number of warrants (“Warrants”) of 30,849,974 at a fair value of EUR20.2 million. The Warrants were issued in exchange for services provided by FPAC at the date of the merger. The Warrants were accounted for in accordance with IAS 32 as liability and were measured at the fair value of the equity instrument granted. As of March 31, 2023, 30,735,950 warrants are outstanding; please refer to Note 40 for details of the movement in the number of warrants during the period. For the financial year ended March 31, 2023, there was no change in the conditions for the Warrants. Please refer to Note 5 and Note 40 for details. The conditions for the Warrants are as listed below: Public Warrants Exercisability of Public Warrants The public warrants became exercisable on September 30, 2020 (30 days after the closing), and expire on August 31, 2025 (the fifth anniversary of the closing). Exercise Price The public warrants represent the right to purchase one of the Company shares at a price of USD11.50 per share. Adjustment The exercise price and the number of the Company shares issuable on exercise of the public warrants will be adjusted in certain circumstances, including in the event of a share dividend, extraordinary dividend or the Company’s recapitalization, reorganization, merger or consolidation. Fractional Shares No fractional shares will be issued upon exercise of the public warrants (rounding shall be down to the nearest whole number of the Company Shares). Redemption By contrast, the Company may call the public warrants for redemption in certain circumstances where the closing price of the shares equals or exceeds USD18.00. The Company may only call public warrants for redemption: • in whole and not in part; • at a price of USD0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder. If the Company calls the public warrants for redemption as described above, it will have the option to require any holder that wishes to exercise its public warrant prior to such redemption to do so on a “cashless basis.” Other The public warrants may be amended with the approval of at least 50% of the then outstanding public warrants to make any other change that adversely affects the interests of the Warrant holders. The Warrant holders do not have the rights or privileges of holders of the Company´s shares or any voting rights until they exercise their public warrants and receive the Company´s shares. Private Warrants Private placement warrants have terms and provisions that are identical to those of the public warrants that become the Company Warrants described above, including as to exercise price, exercisability and exercise period, and adjustment. However, the private warrants will not be redeemable and may be exercised on a cashless basis. The private warrants are transferable (and have been transferable since they became exercisable on September 30, 2020). Open Market Trades, Block Trades or Public Offerings of private warrants shall be carried out pursuant to the registration statement that has been declared effective by the SEC, together with any required supplementary disclosure or prospectus at the time. |
