Global Business Travel Group Inc

This proposal asks stockholders to cast a non-binding advisory vote approving the compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks this advisory endorsement to validate its pay philosophy and to demonstrate alignment between executive incentives and the Company’s strategic and financial goals, including multi-year PSUs tied to Adjusted EBITDA and cash generation metrics. The Compensation Committee emphasizes a pay-for-performance mix with a significant portion of compensation at risk, including RSUs for retention and PSUs with a relative TSR modifier to align long-term pay with shareholder returns. The Board frames the say-on-pay vote as an important governance feedback mechanism; although advisory, the Committee states it will consider the vote outcome when setting future compensation policies. Key contextual factors include the Company’s 2025 performance (Adjusted EBITDA growth, revenue growth, acquisition of CWT and identified synergies) and recent practice of linking annual incentives to a mix of financial, customer and colleague metrics. Management also highlights governance features intended to mitigate risk, such as clawback policies, minimum vesting, and prohibitions on hedging/pledging. The Board’s recommendation rationale is that the executive program appropriately balances retention, long-term performance incentives, and risk controls, and that stockholder approval would endorse these governance and pay structures.

This management proposal seeks shareholder approval to increase the authorized share reserve under the Company’s 2022 Equity Incentive Plan by 70.5 million shares and to affirm related plan provisions enabling equity awards to employees, consultants and non-employee directors. Management and the Compensation Committee argue the increase is necessary because the existing reserve is insufficient to support the Company’s expected long‑term grant needs, particularly given recent strategic activity (including the CWT acquisition), growth in headcount and ongoing retention and performance programs. The Amended Plan would preserve standard governance features: administration by the independent Compensation Committee, limits on director awards, recoupment/clawback provisions, and customary anti-dilution and change-in-control adjustment mechanisms. The proposal also seeks to ensure compliance with NYSE rules and to permit grants of incentive stock options where applicable. From a governance perspective, the Board emphasizes that the requested reserve is intended to sustain current grant practices (RSUs and PSUs) that link a substantial portion of pay to multi-year Adjusted EBITDA and cash-flow performance metrics and to include relative TSR modifiers on PSUs, thereby aligning long-term executive pay with shareholder outcomes. Economically, shareholders should expect dilution from the additional shares; the Board considered burn rate, share usage, volatility, and dilution in setting the requested amount and states the increase is expected to cover awards for approximately five years under current assumptions. The Board’s recommendation rationale is that maintaining an adequate equity reserve is required to execute compensation strategy, retain critical talent during integration and growth, and continue incentivizing performance aligned with shareholder interests, while retaining committee discretion and customary safeguards to mitigate undue dilution.

This is a catch-all, procedural item reserved for any additional, unforeseen matters properly presented at the meeting that were not specifically described in the proxy materials. The proxy materials authorize the named proxy holders to vote in their discretion on such matters, and the Board notes it knows of no other items expected to be presented. From a governance perspective, this item offers flexibility to address housekeeping items or routine matters that may arise prior to or at the meeting, but it does not represent a substantive standalone policy change or corporate action. Because the item is undefined in advance, stockholders cannot meaningfully evaluate potential outcomes today; the legal and voting consequences therefore depend entirely on the specific matter, the required vote standard, and the information provided at the time of presentation. Historically, such matters are typically routine and non-controversial (e.g., adjournment motions, procedural ratifications), and brokers may exercise discretion on truly routine matters where allowed. The Board does not provide a specific recommendation for this open item; proxies submitted without direction generally authorize the named proxies to vote as they deem appropriate. Stockholders who wish to influence any such unforeseen matter should attend the virtual meeting or provide specific voting instructions to their broker or nominee where permitted.