Global Business Travel Group (GBTG) Proxy filing summary

Executive summary

• A definitive merger agreement was reached for acquisition by Long Lake Management at $9.50 per share, valuing the transaction at $6.3 billion, representing a 65.1% premium to the 30-day VWAP.

• The merger was negotiated and recommended by a Special Committee of independent directors and approved unanimously by the board.

• Major shareholders representing 69% of shares, including American Express, Expedia, Qatar Investment Authority, and BlackRock, entered into voting agreements supporting the deal.

• The transaction is expected to close in the second half of 2026, subject to customary regulatory and shareholder approvals.

• Upon closing, the company will become privately held and its stock will be delisted.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement, with the board recommending approval.

• Voting agreements with major shareholders ensure support for the merger and restrict transfer of shares until the vote.

• The merger requires approval by a majority of outstanding shares entitled to vote.

Board of directors and corporate governance

• A Special Committee of independent, disinterested directors led negotiations and recommended the merger.

• The board unanimously approved the merger agreement and related transactions.

• The Special Committee received a fairness opinion from Rothschild & Co US Inc.