Global Business Travel Group Inc

1. 1

   Adoption of the Merger Agreement (Merger Proposal

   ManagementBoard: FOR

   Vote to adopt the Agreement and Plan of Merger, dated May 2, 2026, under which Gaia Merger Sub will merge into Global Business Travel Group, with each share of Company Common Stock converted into $9.50 in cash (subject to appraisal rights) and the Company becoming a wholly owned subsidiary of Parent.

   More detail

   Proposal requests shareholder approval to adopt the Agreement and Plan of Merger between Global Business Travel Group and Gaia Purchaser, Inc. Under the Merger, Gaia Merger Sub will merge into the Company, and each outstanding share of Company Class A common stock will be cancelled and converted into the right to receive $9.50 in cash per share, subject to statutory appraisal rights and certain exclusions for treasury, unvested or affiliated holdings. Management and the Special Committee negotiated the deal with the assistance of Rothschild & Co and legal counsel; Rothschild & Co provided an opinion that the $9.50 per-share cash consideration is fair from a financial point of view. The Special Committee concluded the price, the financing commitments and the procedural protections made the transaction advisable; the Company Board unanimously recommended a FOR vote. The merger is conditioned on customary regulatory approvals, security clearances, financing arrangements (equity, preferred equity and debt commitments), and the affirmative vote of the holders of a majority of outstanding Company shares. The merger will result in delisting and deregistration of Company shares and cash treatment of equity awards. The agreement includes termination and break fee provisions, a limited regulator-triggered extension of the outside date, a guarantee from Long Lake of certain Parent obligations, and voting/support agreements covering major stockholders holding approximately 69% of outstanding shares. Completion poses typical risks: potential transaction litigation, regulatory conditions, and loss of future upside for continuing shareholders in exchange for immediate cash consideration. Analysts and precedent transaction/DCF analyses reviewed by Rothschild & Co produced a valuation range; Rothschild & Co’s fairness opinion and the Special Committee’s process are central to management’s recommendation.

2. 2

   Advisory Vote to Approve Specified Golden Parachute Compensation (Advisory Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the specified compensation amounts that will or may become payable to the Company’s named executive officers in connection with the Merger (a “say on golden parachute” vote).

   More detail

   The advisory proposal asks shareholders to approve on a non-binding basis the ‘‘golden parachute’’ compensation the Company has disclosed will or may be paid to its named executive officers in connection with the Merger. This is an advisory vote required by SEC rules under Section 14A and is not a condition to completion of the Merger; compensation amounts (severance, equity cashouts and retention awards) are contractually payable if the Merger closes and/or qualifying terminations occur. The Company discloses the treatment of equity awards (cash-outs at $9.50 per share for RSUs/PSUs and in-the-money options), severance and other change-in-control benefits, and certain retention awards the Company proposes to grant. The board recommends a FOR vote and notes that approval is advisory only and will not alter the contractual obligations created by the Merger Agreement. Investors should assess disclosures regarding named executive officers’ payments, potential tax gross-ups, whether payments are single- or double-trigger, and the total amounts relative to governance norms when forming their advisory vote.

3. 3

   Adjournment Proposal (Adjournment to Solicit Additional Proxies

   ManagementBoard: FOR

   Authorize the holders of the proxies solicited by the Company to vote to adjourn the Special Meeting to a later date if necessary or appropriate to solicit additional proxies for the Merger Proposal when insufficient votes are present to approve the Merger.

   More detail

   Routine procedural proposal authorizes the Company’s proxy holders to vote to adjourn the Special Meeting to a later date or dates to solicit additional proxies in the event that, at the time of the Special Meeting, there are insufficient votes to secure the Requisite Stockholder Approval for adoption of the Merger Agreement. The adjournment authority would allow time for additional solicitation and is a standard backup measure in proxy solicitations involving a strategic transaction; approval of the Adjournment Proposal is not a substitute for the Requisite Stockholder Approval but provides the board with flexibility to arrange a reconvened meeting. The board recommends a FOR vote because holding the option to adjourn is customary and helps ensure stockholder consideration without materially affecting substantive rights or transaction terms.

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When is the Global Business Travel Group Inc 2026 special meeting?

Global Business Travel Group Inc (GBTG) holds its 2026 special shareholder meeting on Monday, August 3, 2026.

What is the record date for the Global Business Travel Group Inc 2026 meeting?

The record date for the Global Business Travel Group Inc 2026 meeting is Monday, July 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Global Business Travel Group Inc's 2026 meeting?

The board is presenting 15 director nominees at the Global Business Travel Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Global Business Travel Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Global Business Travel Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.