UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Global Blue Group Holding, AG
(Name of Subject Company)
Global Blue Group Holding, AG
(Name of Person Filing Statement)
Registered Ordinary Shares, par value CHF 0.01 per share
Registered Series A Convertible Preferred Shares, par value CHF 0.01 per share
Registered Series B Convertible Preferred Shares, par value CHF 0.01 per share
(Title of Class of Securities)
H33700107
(CUSIP Number)
Jeremy Henderson-Ross
General Counsel
Zürichstrasse 38, 8306 Brüttisellen, Switzerland
+41 22 363 77 40
(Address of principal executive offices)

With copies to:
Elizabeth A. Cooper
Mark C. Viera
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000


 
 ☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


This Schedule 14D-9 filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Offer”) by a new wholly-owned Swiss limited liability company of Shift4 Payments, Inc. (“Shift4”) to acquire all of the outstanding (i) registered ordinary shares, nominal value of CHF 0.01 per share, of Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland (“Global Blue”), at a price per share equal to $7.50, (ii) registered series A convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue, at a price per share equal to $10.00, and (iii) registered series B convertible preferred shares, nominal value of CHF 0.01 per share, of Global Blue, at a price per share equal to $11.81.
This Schedule 14D-9 filing consists of the following documents relating to the proposed Offer:
•Exhibit 99.1: Press Release, dated February 26, 2025
•Exhibit 99.2: Investor Presentation, dated February 26, 2025
Important Additional Information and Where to Find It

The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Global Blue. A solicitation and an offer to buy shares of Global Blue will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Shift4 intends to file with the SEC. In addition, Global Blue will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase, the letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, will be sent to all shareholders of Global Blue at no expense to them. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Shift4 and Global Blue with the SEC at the website maintained by the SEC at www.sec.gov. Additional copies may be obtained for free by contacting Shift4 or Global Blue. Copies of the documents filed with the SEC by Global Blue will be available free of charge under the “Filings” section of Global Blue’s website at ir.globalblue.com. In addition, Global Blue shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the tender offer statement.
INVESTORS AND SECURITY HOLDERS OF GLOBAL BLUE AND SHIFT4 ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF GLOBAL BLUE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

Forward-Looking Statements

This communication may contain “forward-looking statements” that are subject to substantial risks and uncertainties. Forward-looking statements contained in this communication may be identified by the use of words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding the intent, belief or current expectation of Global Blue and members of its management team. Forward-looking statements may include, without limitation, statements about the potential closing of the proposed acquisition of Global Blue and considerations related to such transaction. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements.
Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of Global Blue’s shareholders will tender their stock in the tender offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived on the anticipated timeframe or at all, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the potential effects of the transaction on relationships with employees, business partners, or governmental entities; uncertainties related to obtaining regulatory approvals or actions, if any; other business effects, including the potential effects of industry, economic or political conditions


outside of Global Blue’s control; transaction costs; the risk of litigation and/or regulatory actions related to the proposed transaction; actual or contingent liabilities; and other risks and uncertainties detailed from time to time in Global Blue’s reports filed with the SEC, including annual reports on Form 20-F.
All forward-looking statements contained in this communication are based on information available to Global Blue as of the date hereof and are made only as of the date of this release. Global Blue undertakes no obligation to update such information except as required under applicable law. These forward-looking statements should not be relied upon as representing Global Blue’s views as of any date subsequent to the date of this communication. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of Global Blue.


EXHIBIT INDEX







SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GLOBAL BLUE GROUP HOLDING AG

Date: February 26, 2025By: /s/ Jacques Stern
Name: Jacques Stern
Title: Chief Executive Officer



1 GLOBAL BLUE REPORTS 9M FY24/25 FINANCIAL RESULTS WITH DOUBLE-DIGIT GROWTH • Strong YoY growth in Group 9M Revenue of 20% to €381m, with a 34% increase in Adjusted EBITDA(1) to €154m • Solid improvement in 9M Adjusted EBITDA margin of 4.2pts to 40.4% and a 61% drop-through(2) • Continued increase in LTM Adjusted EBITDA to €188m vs. €175m in the previous quarter • Reiterating financial guidance(3) for FY24/25 Adjusted EBITDA of €185 - 205m, expecting to achieve towards the top half of the range • Strategic milestone reached with the announcement of the acquisition of Global Blue by Shift4 on February 18, 2025 Signy, Switzerland, February 26, 2025 Global Blue Group Holding AG (NYSE:GB and GB.WS) today announces its financial results for the third quarter and nine month period ended December 31, 2024. Global Blue’s CEO, Jacques Stern, commented: “We are pleased to report a strong 9M performance with 20% revenue growth, in line with Sales-in-Store growth. Once again, we have significantly outperformed the luxury market thanks to our unique exposure to high net worth and affluent shoppers. “This strong growth, combined with our high operating leverage, led to a 34% increase in Adjusted EBITDA and a 4.2pt increase in margin, resulting in LTM Adjusted EBITDA rising to €188 million, a €24 million improvement over the last three quarters. “Given this strong performance, we expect to achieve towards the top half of our financial guidance for FY24/25 Adjusted EBITDA of €185 - 205 million. “Furthermore, on February 18, 2025, we reached a significant milestone in our journey when we announced the acquisition of Global Blue by Shift4. The transaction consideration equates to a ~$2.5 billion enterprise value (~13x CY2024 Adjusted EBITDA) and is expected to close by the third quarter of calendar year 2025”.

 
2 EXECUTIVE SUMMARY Shift4 acquisition Global Blue On February 16, 2025, Global Blue and Shift4 entered into a definitive agreement under which Shfit4, will acquire 100% of Global Blue shares. Under the terms of the definitive agreement, Shift4 intends to acquire Global Blue for $7.50 per common share in cash, representing a 15% premium to Global Blue’s closing share price as of February 14, 2025, through a tender offer and a subsequent statutory merger. Shift4 intends to acquire Global Blue’s Series A Preferred shares at $10.00 per preferred share and Series B Preferred shares at $11.81 per preferred share. The acquisition has been unanimously approved by the boards of directors of Shift4 and Global Blue, and the board of directors of Global Blue has unanimously resolved that it will recommend to the Global Blue shareholders to accept the tender offer. The transaction is expected to close by the third quarter of calendar year 2025, subject to regulatory approvals, other customary closing conditions, and a minimum tender of 90% of Global Blue’s issued and outstanding common shares and preferred shares on a combined basis. Strong financial performance In Q3 FY24/25, the Group achieved 20% year-over-year revenue growth, to €131 million and 31% year-over-year Adjusted EBITDA growth to €52 million. For 9M FY24/25, this resulted in a 20% year-over-year increase in revenue to €381 million and a 34% year-over-year increase in Adjusted EBITDA to €154 million, with an Adjusted EBITDA margin of 40.4% and drop-through of 61%. Furthermore, continued strong cash conversion significantly reduced the net leverage ratio(4) to 2.6x at the end of December 2024, from 3.6x at the end of December 2023, approaching the Group’s long-term target of <2.5x. Repricing of Term Loan and Revolving Credit Facility In December 2024, Global Blue successfully allocated the repricing of the Term Loan and Revolving Facility, reducing the interest rate margin on the Term Loan by 50 basis points from 3.75% p.a. to 3.25% p.a. In aggregate, over the last twelve months, Global Blue achieved a 175 basis points reduction in the Term Loan margin to 3.25% p.a. Financial Guidance Reflecting the strong performance in the period, and notwithstanding the additional €5 million of fixed costs to accelerate investments in future growth initiatives, Global Blue reiterated its financial guidance for FY24/25 Adjusted EBITDA of €185 - 205 million and expects to achieve towards the top half of this range.

 
3 FINANCIAL PERFORMANCE Q3 FY24/25 Financial Performance €M Q3 FY22/23 Q3 FY23/24 Q3 FY24/25 Q3 FY24/25 vs. Q3 FY23/24 Revenue Tax Free Shopping Solutions Payments Post-Purchase Solutions 64.4 16.2 6.1 80.3 22.3 6.8 97.8 25.1 8.6 Revenue 86.7 109.4 131.4 20% Variable costs (22.1) (25.3) (30.0) Contribution(5) 64.6 84.1 101.4 21% Fixed costs (40.5) (44.3) (49.2) Adjusted EBITDA Adjusted EBITDA Margin(%) 24.1 27.8% 39.8 36.3% 52.2 39.7% 31% +3.4pts Adjusted Depreciation & Amortization (9.2) (9.7) (12.9) Net Finance Costs (3.7) (12.0) (13.9) Adjusted Profit before Tax 11.1 18.1 25.3 40% Adjusted Income Tax Expense (3.7) (7.0) (8.8) Non-Controlling Interests (0.8) (1.9) (2.1) Adjusted Net Income Group Share 6.6 9.1 14.4 58% Revenue The Group delivered revenue of €131.4 million, a 20% year-over-year increase, driven by a solid performance across all business lines. Tax Free Shopping Solutions delivered revenue growth of 22% year-over-year, reaching €97.8 million, benefiting from strong progression of Sales-in-Store(6). Continental Europe reached €81.6 million, a 20% increase, while Asia Pacific reached €16.2 million, a 32% increase. Payments delivered revenue of €25.1 million, a 13% year-over-year increase, ahead of the 8% increase in Sales-in-Store, predominantly driven by pricing evolution. Post-Purchase Solutions delivered revenue growth of 26% year-over-year, reaching €8.6 million, driven by a strong performance in the ZigZag business. Contribution Given the strong focus on variable cost optimization, the Group delivered a contribution of €101.4 million contribution, a 21% year-over-year increase, and maintained a high level of contribution margin with Tax-Free Shopping Solutions at 87%, FX Solutions at 94%, and Post-Purchase Solutions at 55%. Adjusted EBITDA Strong revenue growth together with Global Blue’s high operating leverage profile resulted in an Adjusted EBITDA of €52.2 million, a 31% year-over-year increase. Adjusted EBITDA margin expanded by 3.4pts to 39.7%, with a 56% drop-through.

 
4 9M FY24/25 Financial Performance €M 9M FY22/23 9M FY23/24 9M FY24/25 9M FY24/25 vs. 9M FY23/24 Revenue Tax Free Shopping Solutions Payments Post-Purchase Solutions 166.4 44.1 14.1 235.2 61.3 20.6 290.8 68.8 21.5 Revenue 224.7 317.1 381.1 20% Variable costs (56.8) (73.5) (83.2) Contribution 167.9 243.6 297.9 22% Fixed costs (111.2) (128.9) (144.0) Adjusted EBITDA Adjusted EBITDA Margin(%) 56.7 25.2% 114.7 36.2% 153.9 40.4% 34% +4.2pts Adjusted Depreciation & Amortization (27.0) (27.6) (36.4) Net Finance Costs (27.6) (36.6) (43.5) Adjusted Profit before Tax 2.1 50.6 73.9 46% Adjusted Income Tax Expense (7.5) (19.6) (25.7) Non-Controlling Interests (1.7) (5.6) (7.4) Adjusted Net Income Group Share (7.1) 25.3 40.8 62% Revenue The Group delivered revenue of €381.1 million, a 20% year-over-year increase, driven by a particularly strong performance in Tax Free Shopping Solutions. Tax Free Shopping Solutions delivered revenue of €290.8 million, a 24% year-over-year increase, benefiting from strong progression in Sales-in-Store. Revenue in Continental Europe reached €243.6 million, a 21% year-over-year increase, while revenue in Asia Pacific reached €47.2 million, a 43% year-over-year increase. Payments delivered revenue of €68.8 million, a 12% year-over-year increase, ahead of the 6% growth in Sales-in-Store, driven by the increased margin on treasury gains and pricing evolution. Revenue in FX Solutions reached €33.3 million, a 7% year-over-year increase, while revenue in Acquiring reached €34.3 million, a 17% year-over-year increase, and revenue in the Hospitality Gateway business reached €1.3 million, a 32% year-over- year increase. Post-Purchase Solutions delivered revenue of €21.5 million, a 5% year-over-year increase. Revenue growth was impacted by management’s decision to move away from certain ZigZag carrier contracts. Contribution Given the strong focus on variable cost optimization, the Group delivered a contribution of €297.9 million, a 22% year-over-year increase, and maintained a high level of contribution margin with Tax Free Shopping Solutions at 86%, FX Solutions at 94% and Post-Purchase Solutions at 58%. Adjusted EBITDA The Group delivered Adjusted EBITDA of €153.9 million in 9M FY24/25, a 34% year-over- year increase, reflecting strong revenue growth and the high operating leverage profile of the business. Adjusted EBITDA margin improved by 4.2pts to 40.4%, with a 61% drop- through. Consequently, there has been a continued improvement in the LTM Adjusted EBITDA to €188 million, up from €175 million in the previous quarter.

 
5 Adjusted Profit before Tax The Group delivered Adjusted Profit Before Tax of €73.9 million in 9M FY24/25, a 46% year-over-year increase. The strong growth reflects the increase in Adjusted EBITDA, partially offset by an €8.8 million increase in depreciation and amortization, largely attributed to increased capital expenditure in improving technology base over the last two years, and a €6.9 million increase in net finance costs due to higher interest expenses during the period. Cash Flow, Balance Sheet, and Net Debt Adjusted EBITDA less capital expenditure increased by €30.5 million year-over-year to €117.3 million. This increase, combined with the normalization in Working Capital, and taking into account lease payments, interest and income tax, contributed to an increase in Free Cash Flow(7) of €24.4 million to €55.3 million vs. €30.9 million in the same period last year. As at December 31, 2024, Group Net Debt(8) decreased to €488.2 million, consisting of Gross Financial Debt of €610.0 million and Cash & Cash Equivalents of €121.8 million, resulting in a net leverage ratio of 2.6x, a significant improvement from 3.6x at December 31, 2023. Furthermore, in December 2024, the Group successfully allocated the repricing of the Term Loan and Revolving Facility, reducing the interest rate margin on the Term Loan by 50 basis points from 3.75% p.a. to 3.25% p.a. In aggregate, over the last twelve months, Global Blue achieved a 175 basis points reduction in the Term Loan margin to 3.25% p.a. FINANCIAL GUIDANCE Reflecting the strong performance in the period, and notwithstanding the additional €5 million of fixed costs to accelerate investments in future growth initiatives, Global Blue has reiterated its financial guidance for FY24/25 Adjusted EBITDA of €185 - 205 million and expects to achieve towards the top half of this range.

 
6 1The table below provides a reconciliation between Profit and Adjusted EBITDA. For the three months ended December 31 For the nine months ended December 31 €M 2024 2023 2024 2023 Profit for the period 33.9 14.9 78.8 26.3 Profit margin (%) 25.8% 13.6% 20.7% 8.3% Income Tax Expense 12.3 8.6 35.2 21.5 Net Finance Costs 13.9 12.0 43.5 36.6 Exceptional Items* (21.9) (6.5) (43.4) (0.5) Depreciation & Amortization 14.0 10.8 39.7 30.9 Adjusted EBITDA 52.2 39.8 153.9 114.7 Adjusted EBITDA Margin (%) 39.7% 36.3% 40.4% 36.2% *Exceptional Items consist of items which Global Blue does not consider indicative of its ongoing operating and financial performance, not directly related to ordinary business operations and which are not included in the assessment of management performance. 2Drop-through refers to the portion of Revenue growth that drops through to the Adjusted EBITDA line. 3A reconciliation of the foregoing guidance for the non-IFRS metric of Adjusted EBITDA to net income (loss) cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future IFRS financial results. 4Net Leverage refers to Net Debt divided by the last 12 months Adjusted EBITDA. 5Contribution refers to revenue less variable costs. 6Sales-in-Store refers to the Issued Sales-In-Store (Spend), like-for-like (at constant merchant scope and exchange rates). 7The table below provides a reconciliation of Free Cash Flow. €M 9M FY24/25 9M FY23/24 Net increase / (decrease) in cash and cash equivalents 34.3 (139.1) Net payments / (proceeds) from loans and borrowings, and related costs 3.6 204.7 Net payments / (proceeds) from issuance of share capital, and related costs 1.5 (45.1) Dividends Net acquisitions of assets 2.8 2.4 3.2 2.3 Net foreign exchange difference (1.1) (1.0) Acquisition of treasury shares 3.4 - Payment of hedge instrument 3.1 - Payments of NCI put options 2.4 - Other movements 2.9 5.9 Free Cash Flow 55.3 30.9 8The table below provide a reconciliation of net debt. €M 9M FY24/25 FY23/24 IFRS Net Debt 437.2 522.3 Lease liabilities - repayable within one year (10.3) (8.8) Lease liabilities - repayable after one year (18.9) (14.8) Capitalized financing cost 24.4 23.8 Gain from debt modification 55.9 - Net Debt 488.2 522.5

 
7 WEBCAST INFORMATION An audio recording of commentary on the results, along with supplemental financial information, can be accessed via the Investor Relations section of the company’s website at Global Blue Group Holding AG - Investor Relations. FOR FURTHER INFORMATION Frances Gibbons, Head of Investor Relations +44 (0) 7815 034 212 fgibbons@globalblue.com NON-IFRS FINANCIAL MEASURES This press release contains certain Non-IFRS Financial Measures. These non-IFRS measures may not be indicative of Global Blue’s historical operating results nor are such measures meant to be predictive of Global Blue’s future results. Not all companies calculate non-IFRS measures in the same manner or on a consistent basis. As a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on the non-IFRS measures presented in this press release. FORWARD-LOOKING STATEMENTS This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Global Blue or its management’s expectations, hopes, beliefs, intentions, or strategies regarding the future. The words “anticipate,” “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on Global Blue’s current expectations and beliefs concerning future developments and their potential effects on Global Blue. There can be no assurance that the future developments affecting Global Blue will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Global Blue’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These include commercial expectations and other external factors, including the potential closing of the proposed acquisition of Global Blue and considerations related to such transaction, political, legal, fiscal, market and economic conditions and factors affecting travel and traveller shopping, including the global COVID-19 pandemic and applicable legislation, regulations and rules (including, but not limited to, accounting policies and accounting treatments), movements in foreign exchange rates, inflation and other factors described under “Risk Factors” in Global Blue’s Annual Report on Form 20-F for the fiscal year ended March 31, 2024 filed with the Securities and Exchange Commission (the “SEC”), and in other reports we file from time to time with the SEC, all of which are difficult to predict and are beyond Global Blue’s control. Except as required by law, Global Blue is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Important Additional Information and Where to Find It The tender offer described in this press release has not yet commenced. This press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Global Blue. A solicitation and an offer to buy securities of Global Blue will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Shift4 intends to file with the SEC. In addition, Global Blue will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase, the letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, will be sent to all shareholders of Global Blue at no expense to them. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Shift4 and Global Blue with the SEC at the website maintained by the SEC at www.sec.gov. Additional copies may be obtained for free by contacting Shift4 or Global Blue. Copies of the documents filed with the SEC by Global Blue will be available free of charge under the “Filings” section of Global Blue’s website at ir.globalblue.com. In addition, Global Blue shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the tender offer statement. INVESTORS AND SECURITY HOLDERS OF GLOBAL BLUE AND SHIFT4 ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF GLOBAL BLUE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 
8 ABOUT GLOBAL BLUE Global Blue is the business partner for the shopping journey, providing technology and services to enhance the experience and drive performance. With over 40 years of expertise, today we connect thousands of retailers, acquirers, and hotels with nearly 80 million consumers across more than 53 countries, in three industries: Tax Free Shopping, Payments and Post- Purchase solutions. With over 2,000 employees, Global Blue generated €28bn Sales-in-Store and €422M revenue in FY 2023/24. Global Blue is listed on the New York Stock Exchange. For more information, please visit www.globalblue.com Source: Global Blue

 
Financial Update Q3 & 9M FY24/25 February 26th, 2025

 
Disclaimer 2 Forward Looking Statements. This presentation (this “Presentation”) contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Global Blue Group Holding AG’s (“Global Blue”, “we” or “us”) or its management’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward looking statements are based Global Blue’s current expectations and beliefs concerning future developments and their potential effects on Global Blue. There can be no assurance that the future developments affecting Global Blue will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Global Blue’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These include commercial expectations and other external factors, including the potential closing of the proposed acquisition of Global Blue and considerations related to such transaction, political, legal, fiscal, market and economic conditions and factors affecting travel and traveller shopping, including the global COVID-19 pandemic and applicable legislation, regulations and rules (including, but not limited to, accounting policies and accounting treatments), movements in foreign exchange rates and other factors described under “Risk Factors” in Global Blue’s Annual Report on Form 20-F for the financial year ended March 31st, 2024 filed with the Securities and Exchange Commission (the “SEC), and in other reports we file from time to time with the SEC, all of which are difficult to predict and are beyond Global Blue’s control. Except as required by law, Global Blue is not undertaking any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Intellectual Property. All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong to their respective owners and Global Blue’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, copyrights, logos and other intellectual property. Solely for convenience, trademarks and trade names referred to in this presentation may appear with the ® or symbols, but such references are not intended to indicate, in any way, that such names and logos are trademarks or registered trademarks of Global Blue. Industry and Market Data. This Presentation contains statistical data, estimates and forecasts that have been provided by Global Blue and/or are based on independent industry publications or other publicly available information, as well as other information based on Global Blue’s internal sources. This information involves many assumptions and limitations and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of such data, including those contained in these industry publications and other publicly available information. Accordingly, none of Global Blue nor its affiliates and advisors makes any representations as to the accuracy or completeness of these data. Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein. Financial Information. The historic financial information respecting Global Blue contained in this Presentation has been taken from or prepared based on the historical audited financial statements of Global Blue, which have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board (“IASB”), which are not materially different from IFRS as issued by the EU. Non-IFRS Financial Measures. This presentation includes certain financial measures not prepared in accordance with IFRS, which constitute “non-IFRS financial measures” as defined by the rules of the U.S. Securities and Exchange Commission. These non-IFRS financial measures include: Adjusted Operating Expenses, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Depreciation & Amortization, Adjusted EBIT, Adjusted Profit Before Tax, Adjusted Income Tax Expense, Adjusted Net Income, Adjusted Net Income (Group Share), Net Financial Debt, Net Leverage Ratio. Global Blue has included these non-IFRS financial measures because it believes they provide an additional tool for investors to use in evaluating the financial performance and prospects of Global Blue. These non-IFRS financial measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with IFRS. In addition, these non-IFRS financial measures may differ from non-IFRS financial measures with comparable names used by other companies. Note however, that to the extent forward-looking non-IFRS financial measures are provided herein, they are not reconciled to comparable historic IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Long-Term Targets: This Presentation contains various long-term targets. These long-term targets are not projections, and instead are forward-looking goals that are subject to significant, business, economic, regulatory and competitive uncertainties and contingencies, long-term targets many of which are beyond the control of the Company and its management, and are based upon assumptions with respect to future decisions, which are subject to change. Actual results will vary and those variations may be material. For discussions of some of the important factors that could cause these variations, please consult the “Risk factors” section of the prospectus supplement relating to the offering. Nothing in this presentation should be regarded as a representation by any person that these goals and targets will be achieved and the Company undertakes no duty to update these goals and targets.

 
Important Additional Information and Where to Find It 3 The tender offer described in this Investor Presentation has not yet commenced. This Investor Presentation is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell any securities of Global Blue. A solicitation and an offer to buy securities of Global Blue will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Shift4 intends to file with the SEC. In addition, Global Blue will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase, the letter of transmittal and certain other tender offer documents, as well as the solicitation/recommendation statement, will be sent to all shareholders of Global Blue at no expense to them. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Shift4 and Global Blue with the SEC at the website maintained by the SEC at www.sec.gov. Additional copies may be obtained for free by contacting Shift4 or Global Blue. Copies of the documents filed with the SEC by Global Blue will be available free of charge under the “Filings” section of Global Blue’s website at ir.globalblue.com. In addition, Global Blue shareholders may obtain free copies of the tender offer materials by contacting the information agent for the tender offer that will be named in the tender offer statement. INVESTORS AND SECURITY HOLDERS OF GLOBAL BLUE AND SHIFT4 ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF GLOBAL BLUE AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER.

 
Today’s Presenters Jacques STERN President and Chief Executive Officer Joined Global Blue in 2015 ~30 years’ experience École Supérieure de Commerce de Lille Roxane DUFOUR Chief Financial Officer Joined Global Blue in 2016 ~18 years’ experience École Supérieure de Commerce et de Management 2010 – 2015 Chairman and CEO 1992 – 2010 Various positions including CFO and Deputy CEO 1988 – 1992 Auditor 2010 – 2015 Various positions including Internal Audit Director 2005 – 2010 Various positions including Consolidation Manager 4

 
Executive Summary 5 (1) Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. 2 1 Strong YoY performance, with 9M Revenue up 20% to €381M and 9M Adjusted EBITDA margin up 4.2pts to 40.4%, driving a 34% increase in Adjusted EBITDA to €154M (61% drop-through(1)) Strategic Milestone: Announcement of the acquisition of Global Blue by Shift4 3 Reiterating FY24/25 guidance of €185M - €205M Adjusted EBITDA, expecting to achieve towards the top half of the range

 
Agenda 6 Q3/9M FY24/25 Financial Highlights Strategic Milestone FY24/25 Guidance

 
Agenda 7 Strategic Milestone

 
8 Global Blue and Shift4 have entered into a definitive agreement under which Shift4 will acquire Global Blue ‒ $7.50 per common share in cash, representing a 15% premium to Global Blue’s closing share price as of February 14, 2025 ‒ $10.00 per Series A preferred shares ‒ $11.81 per Series B preferred shares • Upon completion of the tender offer and subsequent merger, Global Blue’s common stock will no longer be listed on any public stock exchange • Shift4 expects to finance the acquisition with cash on hand and a 364-day $1.8 billion bridge facility Transaction summary Shift4 to acquire Global Blue (1/2) X A US-leader in integrated payments and commerce technology A Europe and APAC-based business partner for the shopping journey ~$2.5Bn ~13x Enterprise Value CY 2024 EBITDA

 
9 Shift4 to acquire Global Blue (2/2) The acquisition has been unanimously approved by the boards of directors of Shift4 and Global Blue • Global Blue’s Board of directors has unanimously resolved that it will recommend to the Global Blue Shareholders to accept the tender offer Closing is expected to take place by the third quarter of calendar year 2025 • The transaction is subject to regulatory approval, other customary closing conditions, and a minimum tender of 90% of Global Blue’s issued and outstanding common shares and preferred shares on a combined basis Transaction summary X A US-leader in integrated payments and commerce technology A Europe and APAC-based business partner for the shopping journey

 
Agenda 10 Q3/9M FY24/25 Financial Highlights

 
Q3 FY24/25 11

 
Solid YoY Adjusted EBITDA increase of 31% with 56% drop-through(1) 12 (1) Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. (2) Revenue - variable costs. ADJUSTED P&L (€M) Q3 FY22/23 Q3 FY23/24 Q3 FY24/25  €M vs. Q3 FY23/24  % vs. Q3 FY23/24 Completed SIS TFS & Payments Reported 5,279 6,741 7,929 1,188 18% Group Revenue 86.7 109.4 131.4 22.0 20% Variable Costs (22.1) (25.3) (30.0) (4.7) Contribution(2) 64.6 84.1 101.4 17.3 21% Fixed Costs (40.5) (44.3) (49.2) (4.9) Adjusted EBITDA 24.1 39.8 52.2 12.4 31% Adjusted EBITDA margin 27.8% 36.3% 39.7% +3.4pts Adjusted Depreciation & Amortization (9.2) (9.7) (12.9) (3.2) Adjusted Finance costs (3.7) (12.0) (13.9) (1.9) Adjusted Profit Before Tax 11.1 18.1 25.3 7.2 40% Adjusted Income Tax (3.7) (7.0) (8.8) (1.8) Non-controlling Interests (0.8) (1.9) (2.1) (0.2) Adjusted Net Income Group Share 6.6 9.1 14.4 5.3 58%

 
EUROPE APAC TOTAL TFS Solid Performance in Tax Free Shopping Solutions Revenue Growth of ~22% with ~24% Contribution(1) Growth 13 COMPLETED SIS REPORTED GROWTH REVENUE GROWTH CONTRIBUTION GROWTH (1) Revenue – Variable costs. (2) APAC at 36% of SiS vs 33% LY with VAT rate of c10% in APAC vs c20% in Europe. (3) Country Mix, Merchant Mix and Service Mix. 17.8% 25.4% 20.5% Continental Mix(2) Pricing Evolution Mix Effect(3) & Ancillary Revenues Translation & Other Impacts - (0.9%) 4.9% (2.0%) - 1.7% 3.3% 2.0% (1.9%) (0.5%) 5.0% (1.4%) 19.8% 32.4% 21.7% 22.7% 31.9% 24.1% REVENUE €81.6M €16.2M €97.8M CONTRIBUTION €71.1M €13.5M €84.6M CONTRIBUTION % 87.1% 83.5% 86.5%

 
TOTAL PAYMENTS FX SOLUTIONS ACQUIRING HOSPITALITY GATEWAY 14 COMPLETED SIS REPORTED GROWTH REVENUE GROWTH CONTRIBUTION GROWTH 5.8% 10.9% - 8.3% Pricing evolution Variance on margin on Treasury Gain Translation and Other impacts (2.7%) (0.4%) (1.0%) 10.0% - 1.4% - - - 3.7% (0.2%) 0.7% 0 ( ( 1.8% 22.3% 30.2% 12.6% 1.8% 18.2% 30.2% 4.5% REVENUE €10.8M €13.7M €0.5M €25.1M CONTRIBUTION €10.1M €1.5M €0.5M €12.1M CONTRIBUTION % 93.5% 10.6% 100.0% 48.2% (1) Revenue – Variable costs Robust performance in Payments Revenue growth of ~13% with ~5% Contribution(1) growth

 
15 Strong Performance in Post-Purchase Solutions Revenue growth of ~26% and Contribution(1) growth of 8% (1) Revenue – Variable costs. POST-PURCHASE SOLUTIONS REVENUE GROWTH CONTRIBUTION GROWTH 25.8% 8.0% REVENUE €8.6M CONTRIBUTION €4.7M CONTRIBUTION % 54.9%

 
Solid Adjusted EBITDA increase of 31%, with 56% drop-through(1) 16 (1) Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. (2) Revenue - variable costs. 36.3% 39.7%Adjusted EBITDA Margin +3.4pts Adjusted EBITDA Q3 FY23/24 Fixed costsAdditional Contribution(2) Adjusted EBITDA Q3 FY24/25 FX impact +17.2 (4.8) (0.1) (€M) TFS +16.6 • Inflation: (2.7) • Other: (2.1) 39.8 52.2 PPS +0.2 Payments: +0.4

 
17 9M FY24/25

 
Significant YoY Adjusted EBITDA increase of 34% with 61% drop-through(1) 18 Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. Revenue - variable costs. ADJUSTED P&L (€M) 9M FY22/23 9M FY23/24 9M FY24/25  €M vs. 9M FY23/24  % vs. 9M FY23/24 Completed SIS TFS & Payments Reported 13,390 19,328 23,333 4,005 21% Group Revenue 224.7 317.1 381.1 64.0 20% Variable Costs (56.8) (73.5) (83.2) (9.8) Contribution(2) 167.9 243.6 297.9 54.3 22% Fixed Costs (111.2) (128.9) (144.0) (15.1) Adjusted EBITDA 56.7 114.7 153.9 39.2 34% Adjusted EBITDA margin 25.2% 36.2% 40.4% 4.2pts Adjusted Depreciation & Amortization (27.0) (27.6) (36.4) (8.8) Adjusted Finance costs (27.6) (36.6) (43.5) (6.9) Adjusted Profit Before Tax 2.1 50.6 73.9 23.4 46% Adjusted Income Tax (7.5) (19.6) (25.7) (6.1) Non-controlling Interests (1.7) (5.6) (7.4) (1.8) Adjusted Net Income Group Share (7.1) 25.3 40.8 15.6 62%

 
EUROPE APAC TOTAL TFS Solid Performance in Tax Free Shopping Solutions Revenue Growth of ~24% with ~26% Contribution(1) Growth 19 COMPLETED SIS REPORTED GROWTH REVENUE GROWTH CONTRIBUTION GROWTH (1) Revenue – Variable costs. (2) APAC at 34% of SiS vs 28% LY with VAT rate of c10% in APAC vs c20% in Europe. (3) Country Mix, Merchant Mix and Service Mix. 15.3% 45.2% 25.0% Continental Mix(2) Pricing Evolution Mix Effect(3) & Ancillary Revenues Translation & Other Impacts - (0.3%) 6.1% (0.5%) - (0.5%) (0.7%) (1.2%) (5.7%) (0.3%) 5.3% (0.6%) 20.5% 42.7% 23.6% 22.6% 45.6% 25.8% REVENUE €243.6M €47.2M €290.8M CONTRIBUTION €209.8M €39.5M €249.3M CONTRIBUTION % 86.1% 83.6% 85.7%

 
TOTAL PAYMENTS FX SOLUTIONS ACQUIRING HOSPITALITY GATEWAY 20 COMPLETED SIS REPORTED GROWTH REVENUE GROWTH CONTRIBUTION GROWTH 4.7% 8.3% - 6.3% Pricing evolution Variance on margin on Treasury Gain Translation and Other impacts (3.0%) 5.6% (0.2%) 8.5% - 0.5% - - - 2.5% 2.8% 0.6% 6.9% 17.3% 32.1% 12.3% 5.2% 17.4% 32.1% 7.1% REVENUE €33.3M €34.3M €1.3M €68.8M CONTRIBUTION €31.3M €3.5M €1.3M €36.1M CONTRIBUTION % 94.2% 10.3% 100.0% 52.5% (1) Revenue – Variable costs Robust performance in Payments Revenue growth of ~12% with ~7% Contribution(1) growth

 
21 Good performance in Post-Purchase Solutions Contribution(1) growth accelerated by the decision to move away from certain low contribution carrier contracts (1) Revenue – Variable costs. POST-PURCHASE SOLUTIONS REVENUE GROWTH CONTRIBUTION GROWTH 4.5% 7.1% REVENUE €21.5M CONTRIBUTION €12.5M CONTRIBUTION % 57.9%

 
Significant Adjusted EBITDA increase of 34%, with 61% drop-through(1) 22 (1) Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. (2) Revenue - variable costs. 36.2% 40.4%Adjusted EBITDA Margin +4.2pts 9M Q3 FY23/24 Fixed costsAdditional Contribution(2) Adjusted EBITDA 9M FY24/25 FX impact +55.0 (15.1)(€M) TFS +51.9 • Inflation: (6.1) • Growth Driver Initiatives: (4.0) • New Refund Points: (1.8) • Other: (3.3) 114.7 153.9 PPS: +0.6 (0.6) Payments: +2.5

 
Adjusted D&A increase driven by capitalized software amortization reflecting increased investment in technology over the last 2 years 23 27.6 36.4 4.0 5.4 7.2 11.0 16.4 20.0 9M FY23/24 9M FY24/25 Amortization of capitalized software Depreciation of leases Other D&A Amortization of capitalized software increased by €3.6M vs. LY, which reflects the CAPEX increase related to software development in the last 2 years. Depreciation of leases increased by €3.8M, including €2.0M related to a change in recording of short-term leases in accordance with IFRS16.

 
Net Finance Costs impacted by increased interest rates 24 1.6 7.54.1 1.7 30.9 34.3 9M FY23/24 9M FY24/25 Successful repricing of the debt in December 2024 in addition to the May 2024 repricing: • Reduction of Term Loan interest rate margin by 50bps from 3.75% p.a. to 3.25% p.a. • In aggregate, over the last twelve months, Global Blue achieved a 175 basis points reduction in the Term Loan margin to 3.25% p.a. 43.5 36.6 (1) Average RCF drawn during 9M FY24/25. (2) Includes €2.9M of Debt amortization costs, and €2.2M of fx impact. Senior Debt costs Revolving Credit Facility Other Finance Expenses (2) 9M FY23/24 9M FY24/25 €M Amount(1) Blended Rate Interest Costs Amount(1) Blended Rate Interest Costs Senior Debt 628.1 6.45% (30.9) 610.0 7.37% (34.3) RCF 99.0 5.95% (4.1) 42.5 7.04% (1.7)

 
Continuous improvement of LTM Adjusted EBITDA over the last 2 years 25 146 24 21 28 47 40 34 43 59 52 FY19/20 Q3 FY22/23 Q4 FY22/23 Q1 FY23/24 Q2 FY23/24 Q3 FY23/24 Q4 FY23/24 Q1 FY24/25 Q2 FY24/25 Q3 FY24/25 €171M 41.9% Quarterly Adjusted EBITDA (€M) LTM Adjusted EBITDA Margin % LTM Adjusted EBITDA 55 78 99 120 136 20.7% 25.0% 28.3% 149 31.6% 35.2% 164 175 % 33.7% 25(1) 36.8% 37.8% (1) UK Adjusted EBITDA accounted for €25M in FY19/20. 188 38.6%

 
Solid improvement in Free Cash Flow 26Note: Net Debt is a Non-IFRS Financial Measure, see the appendix for a reconciliation to the nearest IFRS financial measure. (1) Working capital outflow follows seasonality and reaches high peak during the summer period, which is followed by an unwind during the winter period. Please note that the refunds to the travelers are done between 30 to 45 days ahead of the VAT inflows paid by the merchants. (2) Includes €4.2M cash exceptional items, and €1.5M€ of fees related to Tencent capital increase in Dec-23. €M 9M FY22/23 9M FY23/24 9M FY24/25 Adjusted EBITDA 56.7 114.7 153.9 Capital Expenditure (23.1) (27.9) (36.6) Adjusted EBITDA – Capital Expenditure 33.7 86.8 117.3 Changes in working capital(1) (43.1) 6.1 15.7 Lease Payments (8.0) (7.4) (10.5) Pre-Tax Unlevered Free Cash Flow (17.4) 85.5 122.5 Interest Paid (16.2) (40.8) (37.4) Income Tax Paid (8.4) (13.8) (29.8) Free Cash Flow (42.0) 30.9 55.3 Dividends (0.4) (3.2) (2.8) Proceeds from issue of share capital 210.3 45.1 - Acquisitions (35.1) (2.3) (2.4) Refinancing /Repricing costs - (24.5) (6.0) Share Buy Back - - (3.4) Translation & Other movements(2) (8.8) (4.7) (6.4) Net Debt Variation 123.9 41.2 34.3

 
550 611 573 509 523 566 516 488 Mar '23 Jun '23 Sep '23 Dec '23 Mar '24 Jun'24 Sep '24 Dec '24 Strong Free Cash Flow has supported continued deleveraging to 2.6x at end of December 2024 27 (1) Leverage Ratio refers to Net Debt divided by the last 12 months Adjusted EBITDA. Leverage Ratio(1) 6.5x 5.7x 3.4x 3.4x 4.5x 3.6x €M Net Debt 2.6x 2.9x

 
Financial Highlights 9M Performance to 31 December 2024 28 (1) Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. (2) Net Leverage refers to Net Debt divided by the last 12 months Adjusted EBITDA. 1 2 3 Significant increase in Revenue of 20% in 9M FY24/25 vs. the same period last year Continued increase in Adjusted EBITDA: LTM at €188M and 9M FY24/25 at ~€154M (61% drop through(1)), with 9M performance up 34% vs. the same period last year Rapid deleveraging(2) at 2.6x and confirmation of the long-term objective of <2.5x

 
Agenda 29 FY24/25 Guidance

 
Continued improvement of LTM Adjusted EBITDA 30 43 59 52 Q1 FY24/25 Q2 FY24/25 Q3 FY24/25 Quarterly Adjusted EBITDA (€M) LTM Adjusted EBITDA Margin % LTM Adjusted EBITDA % 164 175 188 37.8% 36.8% 38.6% +€24M Reiterating FY24/25 guidance of €185M - €205M expecting to achieve towards the top half of the range improvement of LTM Adjusted EBITDA over the last 3 quarters despite additional fixed costs of €5M to accelerate investments in future growth initiatives Adjusted EBITDA GUIDANCE

 
Conclusion 31 (1) Drop-through: Incremental Adjusted EBITDA / Incremental Revenue vs. last year. 2 1 Strong YoY performance, with 9M Revenue up 20% to €381M and 9M Adjusted EBITDA margin up 4.2pts to 40.4%, driving a 34% increase in Adjusted EBITDA to €154M (61% drop-through(1)) Strategic Milestone: Announcement of the acquisition of Global Blue by Shift4 3 Reiterating FY24/25 guidance of €185M - €205M Adjusted EBITDA, expecting to achieve towards the top half of the range

 
Appendix

 
IFRS Consolidated Income Statement 3 Months Ended December 31 9 Months Ended December 31 €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Total Revenue 86.7 109.4 131.4 224.7 317.1 381.1 Operating Expenses (77.5) (73.9) (98.2) (220.4) (232.7) (279.5) Operating Profit 9.2 35.5 33.2 4.3 84.4 101.6 Finance income 3.2 1.4 2.3 0.5 4.5 3.5 Gain from debt modification - - 26.9 - - 55.9 Finance costs (7.0) (13.4) (16.2) (28.1) (41.1) (47.0) Net Finance costs (3.7) (12.0) 12.9 (27.6) (36.6) 12.4 Profit Before Tax 5.5 23.5 46.1 (23.2) 47.8 114.0 Income Tax Expense (4.0) (8.6) (12.3) (1.4) (21.5) (35.2) Net Income 1.4 14.9 33.9 (24.6) 26.3 78.8 Profit attributable to: Owners of the parent 0.6 12.9 31.8 (26.3) 20.7 71.4 Non-controlling interests 0.8 1.9 2.1 1.7 5.6 7.4 33

 
Balance Sheet €M FY23/24 9M FY24/25 Property, plant and equipment 32.0 39.4 Intangible assets 611.1 619.6 Deferred income tax asset 33.1 29.6 Investments in joint ventures and other investments 5.1 0.1 Other non-current receivables 15.9 15.1 Non-Current Assets 697.2 703.7 Trade receivables 248.2 258.1 Other current receivables 47.9 63.9 Income tax receivables 2.0 4.4 Prepaid expenses 7.7 8.2 Cash and cash equivalents 87.5 121.8 Current Assets 393.4 456.4 TOTAL ASSETS 1,090.6 1,160.1 €M FY23/24 9M FY24/25 Equity attributable to owners of the parent 61.9 127.6 Non-controlling interests 8.4 13.0 Shareholders’ Equity 70.3 140.6 Loans and borrowings 602.8 550.4 Other long-term liabilities 4.5 4.9 Deferred income tax liabilities 5.2 11.7 Post-employment benefits 5.2 11.0 Provisions for other liabilities and charges 1.2 1.1 Non-Current Liabilities 618.9 578.8 Trade payables 271.4 315.1 Other current liabilities 53.1 60.0 Accrued liabilities 48.7 42.3 Current income tax liabilities 19.9 14.9 Loans and borrowings 0.9 0.9 Other current liabilities 4.9 4.7 Provisions for other liabilities and charges 2.5 3.0 Current Liabilities 401.4 440.8 TOTAL LIABILITIES 1,090.6 1,160.1 34

 
Reconciliations (1/4) 3 Months Ended December 31 9 Months Ended December 31 Adjusted Operating Expenses €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Operating expenses (77.5) (73.9) (98.2) (220.4) (232.7) (279.5) Exceptional items 4.6 (6.5) (21.9) 11.9 (0.5) (43.4) Gain from debt modification included in exceptional items - - 26.9 - - 55.9 Amortization of intangible assets acquired through business combination 1.0 1.1 1.1 13.4 3.3 3.3 Adjusted Depreciation and Amortization 9.2 9.7 12.9 27.0 27.6 36.4 Adjusted Operating expenses (62.6) (69.7) (79.2) (168.0) (202.3) (227.2) 3 Months Ended December 31 9 Months Ended December 31 Adjusted Depreciation & Amortization €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Depreciation & Amortization (10.2) (10.8) (14.0) (40.5) (30.9) (39.7) Amortization of intangible assets acquired through business combination 1.0 1.1 1.1 13.4 3.3 3.3 Adjusted Depreciation & Amortization (9.2) (9.7) (12.9) (27.0) (27.6) (36.4) 35

 
Reconciliations (2/4) 3 Months Ended December 31 9 Months Ended December 31 Adjusted Profit Before Tax €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Profit Before Tax 5.5 23.5 46.1 (23.2) 47.8 114.0 Exceptional items 4.6 (6.5) (21.9) 11.9 (0.5) (43.4) Amortization of intangible assets acquired through business combination 1.0 1.1 1.1 13.4 3.3 3.3 Adjusted Profit Before Tax 11.1 18.1 25.3 2.1 50.6 73.9 3 Months Ended December 31 9 Months Ended December 31 Adjusted EBIT and EBITDA €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Operating Profit 9.2 35.5 33.2 4.3 84.4 101.6 Exceptional items 4.6 (6.5) (21.9) 11.9 (0.5) (43.4) Gain from debt modification included in exceptional items - - 26.9 - - 55.9 Amortization of intangible assets acquired through business combination 1.0 1.1 1.1 13.4 3.3 3.3 Adjusted EBIT 14.9 30.1 39.2 29.7 87.1 117.5 Adjusted Depreciation and Amortization 9.2 9.7 12.9 27.0 27.6 36.4 Adjusted EBITDA 24.1 39.8 52.2 56.7 114.7 153.9 36

 
Reconciliations (3/4) 3 Months Ended December 31 9 Months Ended December 31 Adjusted Profit(Loss) attributable to the owner of the parent €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Profit/(Loss) attributable to the owner of the parent 0.6 12.9 31.8 (26.3) 20.7 71.4 Exceptional items 4.6 (6.5) (21.9) 11.9 (0.5) (43.4) Amortization of intangible assets acquired through business combination 1.0 1.1 1.1 13.4 3.3 3.3 Tax effects adjustments 0.3 1.6 3.4 (6.1) 1.8 9.5 Adjusted Profit/(Loss) attributable to the owner of the parent 6.6 9.1 14.4 (7.1) 25.3 40.8 3 Months Ended December 31 9 Months Ended December 31 Adjusted Income Tax Expenses €M FY22/23 FY23/24 FY24/25 FY22/23 FY23/24 FY24/25 Income Tax expenses (4.0) (8.6) (12.3) (1.4) (21.5) (35.2) Income Tax expenses related to Amortization of intangible assets acquired through business combination 0.2 0.1 0.6 2.9 2.1 0.6 Tax impact of exceptional items (0.1) (0.7) (4.0) 1.0 (0.6) (7.2) Exceptional income tax expenses (0.4) (1.0) - 2.2 (3.3) (3.0) Tax effect adjustments (0.3) (1.6) (3.4) 6.1 (1.8) (9.5) Adjusted income tax expenses (3.7) (7.0) (8.8) (7.5) (19.6) (25.7) 37

 
Reconciliations (4/4) 38 Lease liabilities - repayable within one year (8.8) Lease liabilities - repayable after one year (14.8) Capitalized financing cost 23.8 24.4 0.5 Gain from debt modification - 55.9 55.9 Net Debt 522.5 488.2 (34.3) Net Debt €M FY23/24 9M FY24/25  M€ IFRS Net Debt 522.3 437.2 (85.1) (10.3) (1.5) (18.9) (4.2)

 
Glossary % RECOVERY ISSUED SIS L/L Refers to the issued Sale-In-Store (Spend) at constant FX and comparable merchant basis vs 2019 SOURCE DATA Global Blue transactional data - issued transactions excluding UK from historical data MAINLAND CHINA Continental China, Macao SOUTH-EAST ASIA (SEA) Indonesia, Thailand, Cambodia, Philippines, Vietnam, Malaysia, Singapore NORTH-EAST ASIA (NEA) Japan, Korea SOUTH AMERICAN COUNTRIES Argentina, Bolivia, Brazil, Chile, Colombia, Costa Rica, Dominica, Ecuador, El Salvador, Guatemala, Mexico, Panam, Paraguay, Perù, Puerto Rico, Uruguay, Venezuela MAGHREB Algeria, Morocco, Tunisia EUROPE NON-SCHENGEN Switzerland, Ukraine, Turkey, Belarus, Serbia, Albania, Norway, Andorra GULF COUNCIL COUNTRIES (GCC) Kuwait, Qatar, Saudi Arabia, United Arab Emirates, Bahrain, Oman MIDDLE EAST (Excluding GCC) Egypt, Iraq, Israel, Lebanon, Libyan Arab Jamahiriya, Syria CENTRAL ASIA Afghanistan, Azerbaijan, Georgia, Iran, Kazakhstan, Kyrgyzstan, Pakistan, Tajikistan, Turkmenistan, Uzbekistan SOUTH AFRICAN COUNTRIES Angola, South Africa, Mozambique, Botswana, Lesotho, Madagascar, Malawi, Namibia, Zambia, Zimbabwe CARIBBEAN Dominican Rep, American Samoa, Bahamas, Cuba AFRICA Cote D'Ivoire, Nigeria, Cameroon, Congo, Congo, dem. rep. of The, Gabon, Senegal, Benin, Burkina Faso, Burundi, Cape Verde, Central Africa, Chad MID/LONG HAUL SHOPPERS Shoppers that are not Asian, Regional, US or GCC REGIONAL SHOPPERS Shoppers who can reach destination by land transportation or less than 2-hour flight, eg. Swiss, British CY Calendar Year 1 January to 31 December FY Financial Year 1 April to 31 March 39 TFS PERFORMANCE INDICATORS FINANCIAL PERIOD NATIONALITIES

 
40 the journey Enjoy

 
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