These risks could cause actual results to differ materially from those implied by forward-looking statements in this Annual Report on Form 20-F.

You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. New risks and uncertainties come up from time to time, and it is impossible for us to predict these events or how they may affect us. We do not undertake any obligation to update or revise any forward-looking statements after the date of this Annual Report on Form 20-F, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, you should keep in mind that any event described in a forward-looking statement made in this Annual Report on Form 20-F or elsewhere might not occur.

Global Blue’s business operates globally and Global Blue is subject to currency exchange rate risk. Global Blue’s main service, the TFS business, exposes it to commercial risks due to changes in relative foreign exchange rates between international shoppers’ origin and destination currencies, which may reduce the purchasing power of

These fluctuations may also impact Global Blue’s AVPS business as movements in relative foreign exchange rates between origin and destination currency pairs may reduce the number of AVPS transactions completed and could therefore have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is highly dependent on international travel. Regional or global circumstances affecting international travel, such as airline strikes, natural disasters, international hostilities, civil unrest, terrorist attacks, contagious disease outbreaks or other similar events, could reduce international travel, which in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition. In addition, growing focus and awareness of climate change could adversely impact the demand for international travel as some international shoppers may choose to fly less frequently.

Passenger volumes and international travel may also be affected by travel restrictions. More stringent immigration laws and difficulties in obtaining visas may deter international shoppers and reduce their numbers in countries in which Global Blue operates. In particular, Global Blue’s TFS business provides services to merchants who have a significant number of Chinese international shoppers as customers and would be adversely affected by increased restrictions on Chinese shoppers’ ability to travel internationally. For example, Global Blue’s TFS business was temporarily impacted when the EU introduced new biometric visa requirements in October 2015, which caused a temporary slowdown in visa processing until all new compliant visa centers were fully operational and at full potential for processing visa applications. Any such travel restrictions could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Governments of many countries, regions, states and cities have taken preventative measures to try to contain the spread of COVID-19. These measures have included imposing restrictions on international travel and closing borders to all non-essential travel, business closures and social distancing protocols. Additionally, many businesses have voluntarily chosen or been mandated to temporarily close their operations and limit business- related travel, and individuals have decided to postpone or cancel leisure travel on an unprecedented scale.

Collectively, these measures have severely curtailed international travel and diminished the level of economic activity around the world, including in the international travel and extra-regional shopping sectors.

The COVID-19 pandemic and the related preventative measures, as well as the associated curtailment of international travel and diminished economic activity, have negatively impacted Global Blue’s business and recent results of operations and financial condition. Since early March 2020, when government travel restrictions have been generally implemented, international travel and extra-regional shopping sectors have experienced a significant reduction in activity. Global Blue’s SiS for the year ended March 31, ~~2021~~2022 were down ~~89%~~65.8% relative to the ~~respective period in~~SiS for the ~~prior year.~~year ended March 31, 2020. Revenues for the same period and relative to the ~~respective~~same pre-COVID-19 period, ~~in the prior year,~~ were also down ~~89%~~70.0%. As shops reopen and international travel resumes over time, management anticipates that Global Blue’s performance may improve accordingly.

~~Depending~~At the beginning of the COVID-19 pandemic and depending on jurisdiction, Global Blue has furloughed staff or has reduced working hours and, in parallel, has applied for employee salary support schemes introduced by certain ~~governments.~~governments (in addition to other measures such as reducing the workforce and senior management agreeing to temporary salary cuts). Such schemes allow companies to place employees on paid leave or on reduced working hours, with the difference to an employee’s ordinary salary being partially reimbursed by the respective government. ~~In countries~~There are only a minimal number of staff who were furloughed or on reduced working hours at the beginning of the pandemic who remain in ~~which no such employee salary support schemes are available, Global Blue has required personnel~~this position, with almost all staff who were not laid off now back to take their (partially paid or unpaid) leave or has reduced its workforce. Moreover, members of senior management have agreed to temporary salary cuts. These personnel decisions vary based on function, country, and seniority. In addition, some governments have also approved tax holidays, allowing companies to postpone certain tax payments. Governments are continuously refining, expanding and/or clarifying their respective schemes, meaning that the exact benefits to the business community, including Global Blue, are evolving. Global Blue has implemented extensions of furlough and/or partial employment schemes where longer-term government support is available and a workforce reduction where no meaningful support schemes are available.full time working.

While management is carefully managing the longer-term COVID-19 prompted cost saving measures to ensure retention of the necessary knowledge and expertise to support the business when volumes recover, as a result of these measures, there could be a loss of institutional knowledge, experience, and/or expertise which could limit the ability of Global Blue to manage the business effectively, react to external developments, retain clients and make necessary technological developments. Similarly, these cost saving measures may negatively impact the morale of Global Blue’s workforce, leading to voluntary departures of additional employees. Although Global Blue management expects the roles of its furloughed and former employees to be performed by others, their skill sets may not allow them to perform the work as proficiently or efficiently as others. Accordingly, this could potentially negatively impact Global Blue’s business, results of operations and financial condition.

In Global Blue’s TFS business, net working capital is primarily driven by the timing of the payments that Global Blue makes to merchants and international shoppers, and the timing of the payments that it receives from merchants and tax authorities, which makes its net working capital sensitive to short-term, month-to-month volume growth. Typically, Global Blue refunds the VAT (net of transaction fees) to the international shoppers, after which it collects the full VAT from the merchant or tax authorities after approximately thirty (30) days on average and pays the merchant the percentage of the transaction fee after approximately one hundred (100) days on average.

If Global Blue experiences rapid month-on-month volume growth, for instance assuming a quick recovery in international travel after the COVID-19 pandemic, this could lead to a short-term, temporary surge of its net working capital to fund the rapid volume increase in VAT refunds. Very large movements in Global Blue’s net working capital position could have a significant effect on its business and financial condition, if Global Blue is unable to finance, internally or externally, the net working capital needs due to the timing impact of when Global Blue refunds the VAT (net of transaction fees) to the international shopper versus when it collects the VAT from the merchants and tax authorities.

Any reduction in VAT rates or adverse changes to VAT policies in Global Blue’s current or potential new markets could have a negative impact on Global Blue’s business and results of operations. For example, the British government abolished the VAT Retail Export Scheme on January 1, 2021, and now overseas visitors to the United Kingdom will no longer be able to obtain a VAT refund on items they buy in the United Kingdom and take home with them in their luggage. Measured by destination country of international shoppers who were using Global Blue’s TFS business during the financial year ended March 31, 2020, the United Kingdom represented 12% of Global Blue’s total revenue. Legal and regulatory changes may also restrict Global Blue’s activities, including through nationalization of the VAT refund scheme or by eliminating the availability of VAT refund schemes altogether, limiting the number of TFS providers within those jurisdictions or restricting Global Blue’s ability to process TFS claims on behalf of international shoppers. Changes in laws and regulations may also place restrictions on Global Blue’s business model, for example by limiting transaction fees that Global Blue charges to international shoppers using Global Blue’s TFS business. Such changes, which are unpredictable and outside of Global Blue’s control, may cause Global Blue to incur higher compliance costs. While VAT rates have historically been increased and many countries have adopted VAT policies in recent years, any such changes to VAT rates or VAT policies could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Certain countries impose restrictions on the transactions and goods that are eligible for VAT refunds, such as Minimum Purchase Amount (“MPA”) or a list of items that are eligible for VAT refunds. An increase in the MPA or a reduction in the list of eligible items would lead to a reduction in the number of transactions that are eligible for VAT refunds. Global Blue believes that in the event there is such a shift in any of the countries in which Global Blue operates, it would have a negative impact on Global Blue’s results of operations.

Global Blue’s operations are subject to risks associated with the prevailing local political climate, particularly where governmental decisions have an impact on Global Blue’s business. For example, the Chinese government is seeking to repatriate luxury spend, which, if successful, could negatively impact Global Blue’s business by slowing growth in Chinese international spending on luxury goods. Such risks could also include, among others, increased restrictions on the use of currency abroad, restrictions on transfers of funds, increased enforcement of import duties

Global Blue’s costs of compliance would also increase if countries were to adopt legislation requiring Global Blue to obtain licenses or government contracts to conduct TFS services, or if more of the countries in which Global Blue operates were to treat Global Blue’s Dynamic Currency Conversion (“DCC”) services as a regulated business and require a license to offer currency conversion. Global Blue has various ongoing compliance and reporting obligations to the Bank of Italy which Global Blue must comply with in order to maintain the European Payment Institution License. Any material increase in the costs associated with obtaining and maintaining licenses or government contracts, or penalties for failure to comply, as a result of a change in law or otherwise, could force Global Blue to leave the relevant jurisdiction or lead to the payment of fines, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

The TFS segment of the global personal luxury market is subject to ongoing and rapid technological changes in response to the expectations of all stakeholders within the TFS ecosystem. Merchants are increasingly expecting more insight into international shopper trends from TFS solutions, and deeper integrations between TFS solutions and their payment solutions and IT infrastructure. International shoppers are increasingly expecting greater convenience and personalization in the form of more country-specific refund methods and more immediate refund methods. Customs and authorities expect smoother export validation processes, as well as increased security and compliance.

In order for Global Blue’s business to remain competitive and grow in this rapidly evolving market, Global Blue must continually adapt and enhance its existing technology offerings, as well as develop new products to meet the particular needs of each market and each stakeholder in the TFS ecosystem. To do this, Global Blue needs to anticipate demand in a wide variety of markets and industries and devote appropriate resources, including Global Blue’s resource and development budget, to ~~meeting~~meet the expectations of merchants, international shoppers, customs and tax authorities, financial institutions that process credit or debit card payments on behalf of Acquirers and card schemes. If Global Blue is unable to develop technologies that align with stakeholder expectations, Global Blue may lose market share. Any failure to remain innovative or to introduce new or upgraded technologies that are responsive to changing merchant, international shopper or government requirements may have a material adverse effect on Global Blue’s competitiveness and could cause Global Blue to lose its market position in core markets.

In addition, efforts to enhance and improve existing products and technologies, as well as develop new ones, involve inherent risks, and Global Blue may not be able to manage these developments and enhancements successfully. Global Blue may also fail to accurately foresee the direction of the TFS and AVPS industries, which

Any failure to deliver an effective and secure service, or any performance issue that arises with a new or innovative product or service, could result in significant processing errors or other losses. Because of these factors, Global Blue’s development efforts could result in increased costs that could reduce profitability, in addition to a loss of revenue if new products are not delivered in a timely manner or do not perform as indicated. Furthermore, any performance errors in Global Blue’s front-end solutions could result in reputational harm.

Global Blue’s in-house technology platform enables payment processing through three mobile wallets and 10 credit card integrations, transaction processing through 40 Payment Service Providers (“PSPs”) and 200 Point of Sale (“POS”) providers and validation through 20 integrations with customs validation export software platforms. The number of existing integrations is also expected to increase as countries move toward digital export validation. As a result, it is critical for Global Blue’s technology solutions to remain operational at all times to service its

Global Blue’s business operates in a competitive market. Global Blue’s TFS business competes primarily with other TFS providers, such as Planet and Global Tax-Free, and also competes with a limited number of merchants that provide TFS services in-house and governments that in-source the TFS process. The number of Global Blue competitors in the TFS segment and the extent of their operations have been increasing in recent years, including a number of mobile app-based providers (i.e., technology start-ups) looking to disrupt the TFS segment, and Global Blue expects them to continue to try to expand their operations. Global Blue’s AVPS business, on the other hand, competes with a wide variety of businesses of varying sizes, including online competitors providing omnichannel payment and currency conversion services to businesses and directly to individuals, often at better rates of exchange.

Actions taken by Global Blue’s competitors, as well as actions taken by Global Blue to maintain its competitiveness, have placed and will continue to place pressure on Global Blue’s pricing, margins and profitability, as well as the availability and attractiveness of key contracts. In particular, certain competitors of Global Blue’s TFS business may offer a higher revenue share to merchants, which may be attractive to some merchants. This may require Global Blue to adjust its percentage of revenue sharing with the merchant or lose merchant relationships. Global Blue’s agreements with merchants do not contain exclusivity clauses, which makes it easier for competitors to establish relationships with the merchants that are part of Global Blue’s network. Global Blue’s agreements with merchants are also generally short- to medium-term contracts, generally lasting three years on average. Upon scheduled renewal of a contract or during the term of a contract, Global Blue may face pressure regarding pricing or other contractual terms, making it more difficult to retain its merchants on favorable terms, or Global Blue may be unable to renew contracts with merchants on satisfactory terms. If Global Blue loses existing merchant relationships or a sufficient number of key merchant partners, or if the Company is unable to renew existing contracts upon expiry at attractive terms or at all, this could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Disintermediation may happen if certain governments or merchants in-source the TFS process partially or entirely. Alternatively, disintermediation of the TFS process could occur if governments amend their VAT regulations to no longer require the merchant to issue tax-free forms and/or determine the eligibility of international shoppers for VAT refunds. For example, some jurisdictions (such as Belgium and France) have regulations that could provide the opportunity for “business to consumer” players to establish business models that increase the risk

Conversely, certain countries have outsourced the export validation process. Since export validation is typically a free service provided by customs and tax authorities, this type of outsourcing could create additional costs, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is subject to many different forms of taxation in each of Global Blue’s countries of operation including, but not limited to, income tax, withholding tax, property tax, VAT, transfer pricing rules, commodity tax and social security and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires Global Blue to make subjective determinations. In addition, Global Blue takes positions in the course of its business with respect to various tax matters, including in connection with its operations. Tax authorities around the world are increasingly rigorous in their scrutiny of corporate tax structures and TFS transactions and may not agree with the determinations that are made, or the positions taken, by Global Blue or its commercial partners with respect to the application of tax law, including in relation to issuing tax-free forms and the VAT refunding process. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to Global Blue and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is a leading global provider of TFS services. Under EU competition laws and the competition laws in other jurisdictions (to the extent such laws exist), Global Blue runs the risk of being investigated for anti-competitive practices and/or deemed a dominant undertaking in certain markets and, therefore, theoretically capable of abusing a dominant position. Accordingly, there is a possibility of future litigation and/or investigations by competition authorities into Global Blue’s behavior in any market, including where it could be considered to hold a dominant position. Private litigants may also seek damages for certain breaches of competition law through civil courts, as provided by EU competition laws and the laws of other jurisdictions. Were any finding or rulings to be made against Global Blue, Global Blue could be required to pay damages and fines, which could be substantial, and/or Global Blue could be required to alter any behavior determined to be abusive or anti-competitive, both of which

Global Blue’s business relies on internal controls and procedures that govern regulatory compliance, customer and management information, finance, credit exposure, foreign exchange risk and other aspects of its business. With the increasing focus by regulators, the press and Global Blue’s commercial partners on compliance issues, Global Blue’s internal controls and procedures are becoming more important. In particular, compliance with TFS regulation requires that Global Blue’s management and employees are aware of applicable rules and regulations, and that they properly understand and implement them with respect to the issuing, export validating and refunding of TFS transactions. If Global Blue does not inform, train and manage its employees properly, Global Blue may fail to comply with applicable laws and regulations, which could lead to adverse regulatory action. Moreover, the process by or speed with which Global Blue’s internal controls and procedures are implemented or adapted to changing regulatory or commercial requirements may be inadequate to ensure full and immediate compliance, leaving Global Blue vulnerable to inconsistencies and failures that may have a material adverse effect on its business, results of operations and financial condition. Training employees and investing in compliance systems to remain in compliance with applicable laws and regulations also impose additional costs for the operation of Global Blue’s business. Any of the foregoing could result in a material adverse effect on Global Blue’s business, results of operations and financial condition.

More than 40% of Global Blue’s TFS refund points are located in airports, and Global Blue has entered into concession agreements with airport authorities for space in on-airport locations. Such agreements typically have terms of three years and do not contain exclusivity provisions. Unlike off-airport locations, where rental space is more freely available, Global Blue’s on-airport refund points cannot move to a nearby location should an airport impose less favorable terms on Global Blue during the renewal process or during the duration of a concession agreement. Any decision by airport authorities to increase rental costs or otherwise modify the economic terms of Global Blue’s concession agreements could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

In certain cases, Global Blue is required to use an agent to offer TFS services. Global Blue’s agents may attempt to modify the economic terms of Global Blue’s arrangements with them, which would have the effect of lowering Global Blue’s margins. Additional airport authorities may also require Global Blue to use agents, thereby lowering Global Blue’s profitability.

Global Blue operates in several emerging markets, such as Argentina, China, Morocco, Russia, Turkey and Uruguay, and plans to expand in additional emerging markets in the future. Certain markets in which Global Blue operates or plans to operate have lower levels of economic, political and legal stability compared to Europe. Risks associated with operating in such markets include unexpected changes in regulatory environments, uncertainty in enforcing contracts and intellectual property rights, challenges in obtaining legal redress, difficulties in collecting accounts receivables, foreign exchange controls, as well as bribery and corruption risks, which can all lead to reputational damage and impair Global Blue’s ability to win and retain contracts. In addition, as Global Blue’s relationships with governments in emerging markets are still developing, they can be more sensitive than Global

The ongoing conflict between Russia and Ukraine and the subsequent related sanctions imposed by various countries have placed restrictions on flights to Russia from certain countries (such as the United States, EU countries and the United Kingdom), bans on the usage of Visa/Mastercard/Amex credit cards in Russia and prohibitions on certain luxury and retail goods being sold by EU-based merchants for use in Russia. This has impacted not only product availability for stores in Russia, but also the sale of such goods to Russian residents in EU-based merchant stores. Global Blue has a 51% interest in and operates, together with a joint venture partner, a tax refund business in Russia. The factors mentioned above have led to a material decrease in the revenues of Global Blue’s Russian business. While the Russian business represented an insignificant amount of Global Blue’s consolidated revenues for the year ended March 31, 2022, it may expose Global Blue to potential sanctions risk which could subject Global Blue to regulatory penalties and reputational risk. As a result all of the above issues relating to the ongoing conflict, Global Blue is considering a cost reduction program for Global Blue’s Russian business and a potential divestment of its ownership stake in the joint venture entity, which may negatively impact Global Blue’s financial performance. Additionally, there can be no guarantee that a potential divestment of the Russian business will occur or whether it would be on terms favorable to Global Blue.

In addition, Global Blue has seen a reduction of Russian international shoppers claiming VAT refunds outside of Russia due to the impact of travel restrictions and sanctions. At pre-COVID levels, Russian resident travelers’ TFSS SiS represented approximately 6% of total group’s Sales in Store. Future impacts on Russian international shoppers due to the conflict and resulting sanctions are difficult to predict due to the high level of uncertainty as to how the conflict and sanctions will evolve, what their respective duration will be and the ultimate resolution.

More broadly, there could be additional negative impacts on Global Blue should the situation continue to escalate, including, among other potential impacts, economic recessions in certain neighboring countries or globally due to inflationary pressures and supply chain costs increases or the geographic proximity of the conflict relative to the rest of Europe. Given the nature of Global Blue’s global operations, any of the factors mentioned above may adversely affect Global Blue’s business, results of operations and financial condition.

Global Blue has made and continues to make certain strategic arrangements with third parties. For example, in certain countries, such as Japan, Lebanon, Russia and Turkey, Global Blue is required, or Global Blue has determined that it is preferable, to partner with a local counterparty in order to grow its local operations. Local counterparties provide financial, business and public relations expertise and assist Global Blue in developing its merchant and government relationships. These arrangements are and may be developed pursuant to joint venture agreements over which Global Blue only has partial or joint control. The joint venture counterparties may have different business or investment strategies from Global Blue, and Global Blue may have disagreements or disputes with such parties. Global Blue’s partners may be unable, or unwilling, to fulfil their obligations under the relevant joint venture agreements and shareholder agreements, may seek to use their rights to block decisions on certain matters, such as distribution of cash, or may experience financial or other difficulties that may adversely impact Global Blue’s investment in a particular joint venture, which in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

As part of our strategy, from time to time we acquire businesses, and enter into strategic alliances and collaborations. For example, in March 2021 we completed the acquisition of ZigZag Global Limited (“ZigZag

We cannot assure that pre-transaction due diligence will identify all possible issues that might arise during and after the transaction. Our efforts on such transactions can also divert management’s attention from our existing businesses.

Further, after an acquisition, efforts to integrate the acquired business or to achieve expected synergies may fail or may not fully meet expectations, as a result of difficulties in retaining key personnel, customers and suppliers; failure to obtain marketing approval or reimbursement within expected time frames or at all; differences in corporate culture, standards, controls, processes and policies; or other factors. Acquisitions can also result in liabilities being incurred that were not known at the time of acquisition, or the creation of tax or accounting issues. Acquired businesses may not always be in full compliance with legal, regulatory or Global Blue standards. Also, our strategic alliances and collaborations with third parties may not achieve their intended goals and objectives within expected time frames, or at all.

Global Blue’s business is vulnerable to loss resulting from physical disaster, data security breaches, computer malfunction or sabotage. Most of Global Blue’s business channels rely on computerized networks and systems to process refunds, collect and store personal data relating to international shoppers and perform reconciliations, and rely to a significant degree on the efficient and uninterrupted operation of Global Blue’s various computer and

Moreover, due to the increasing digitalization of Global Blue’s business model and Global Blue’s growing focus on collecting and monetizing international shopper data, Global Blue is also increasingly exposed to risks associated with the unauthorized use, disclosure, destruction and alteration of personal data. Any significant cyber-attack, unauthorized disclosure of data or any other disruption of Global Blue’s computer or communication systems could significantly affect its ability to manage its information technology systems or lead to recovery costs, damage to its reputation, litigation brought by international shoppers or business partners or a diminished ability to operate the business. In addition, due to the high level of data traffic that Global Blue processes, any disruption in Global Blue’s computerized systems or technological process could in turn have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s AVPS business relies on relationships with Acquirers, which are financial institutions that process credit or debit card payments on behalf of a merchant, and growth in Global Blue’s AVPS business is derived primarily from establishing new relationships with Acquirers. Global Blue may experience attrition and a consequent decline in the volume of currency conversion transactions it processes as a result of several factors, including transfers of their accounts to Global Blue’s competitors, unsuccessful contract renewal negotiation and account closures. The loss of existing relationships, or a sufficient number of key Acquirers could negatively impact Global Blue’s business. Acquirers involved in Global Blue’s AVPS business may also take advantage of increasing levels of competition to raise their percentage of revenue sharing, thereby reducing Global Blue’s profitability.

Global Blue’s AVPS business also depends on the involvement of card schemes, such as Visa or MasterCard, which act as intermediaries between Acquirers. If there is an increase in the prevalence of foreign exchange cards, which aim to provide currency conversion services at better foreign exchange rates or with lower fees than traditional

In addition, each card scheme may alter rules or policies in a manner that may be detrimental to participants, including Acquirers and issuers that must comply with scheme rules as well as terminal suppliers, e-commerce merchants and PSPs that must comply with terminal, transaction and card data storage security rules. Moreover, as card schemes become more dependent on proprietary technology and seek to provide value-added services to issuers and merchants, there is heightened risk that rules and standards may be governed by the self-interest of the schemes, or of those with influence over the schemes. Changes in the business models or strategies of card scheme operators, including any resulting changes to their respective card scheme rules, could have a material adverse effect on Global Blue’s ability to compete and on Global Blue’s business, financial condition, results of operations and prospects.

Global Blue’s AVPS business may be subject to reputational risks in the event of adverse publicity relating to certain products that Global Blue offers, such as DCC. Further, there is a risk that international shoppers no longer utilize Global Blue’s DCC offerings, which could have a material adverse effect on Global Blue’s business, financial condition, results of operations and prospects.

Global Blue is subject to potential credit risk from merchants and customs and tax authorities. For each TFS transaction, Global Blue is required to remit funds to international shoppers in advance of receipt of funds from merchants or customs and tax authorities. Although Global Blue has in place reserves that it can draw upon to cover any delays in payment, Global Blue’s reserves would be insufficient to fund all of Global Blue’s debts and liabilities. If merchants or customs and authorities were to fail or refuse to pay Global Blue on a widespread and systemic basis over an extended period of time, due to insolvency, bankruptcy, cash management or store closures (including as a result of the COVID-19 pandemic) or, in the case of customs and authorities, political motives, Global Blue could default on its debts and liabilities, resulting in financial, reputational or customer loss. While the revenue share with merchants is only paid after Global Blue receives the full VAT payment and the net exposure is consequently lower, any occurrence of payment default or delay could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is vulnerable to loss resulting from fraud, theft and employee error. In particular, Global Blue is vulnerable to loss from fraud if counterfeit tax forms are presented to Global Blue for refund. Third parties may also collect Global Blue’s tax-free forms on behalf of international shoppers and obtain VAT refunds unlawfully.

Additionally, since Global Blue maintains, transports and processes large amounts of currency around the world, Global Blue is vulnerable to losses from theft or fraudulent acts perpetrated by employees or unauthorized individuals who obtain access to Global Blue’s premises or systems. Material occurrences of fraud and theft could damage Global Blue’s reputation or lead to a loss of cash or temporary disruptions to Global Blue’s business. Moreover, the failure to control or reduce fraud or theft in a cost-effective manner could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s success is dependent on the skills, experience and efforts of Global Blue’s senior management and key personnel. In particular, Global Blue depends on certain sales and marketing staff who have established strong relationships with merchants. The loss of services of key members of Global Blue’s sales and marketing team,

The success of Global Blue’s business also depends on Global Blue’s ability to adapt to rapidly changing technological, social, economic and regulatory developments. This necessitates a range of specialist personnel, particularly in the areas of software development, technical support, finance and control, administration and operations, and requires Global Blue to retain, recruit and develop the necessary personnel who can provide the needed expertise across the entire spectrum of Global Blue’s business and operations. The market for qualified personnel is competitive and Global Blue may not succeed in recruiting additional personnel in line with the growth of Global Blue’s business, or Global Blue may fail to effectively replace current personnel who depart with qualified or effective successors. Global Blue’s efforts to retain and develop personnel may also result in significant additional expenses, which could adversely affect Global Blue’s profitability.

Global Blue processes significant amounts of personal and financial information on a daily basis, including names, addresses, credit card details and passport numbers. For this reason, Global Blue is subject to data protection legislation that seeks to protect the processing of personal data and imposes restrictions on the collection, use and other forms of processing of personal data. Data protection and privacy laws and regulations are complex and any significant change in the regulatory environment relating to the protection of personal data may also impact Global Blue’s use of international shopper data in Global Blue’s TFS-related and intelligence offerings. Changes to data protection laws and other significant regulatory changes affecting Global Blue’s business activities may also cause Global Blue to revise its strategy or adopt new technologies and procedures.

A breach of data protection laws and regulations could result in substantial fines and/or other sanctions, including criminal sanctions, being levied against Global Blue. If Global Blue were to experience a data breach and be fined, then this could potentially represent a significant cost for Global Blue. Additionally, any breach of data protection could result in proceedings against Global Blue, including class action privacy litigation in certain jurisdictions. Finally, should Global Blue be found to be in breach of applicable data protection and privacy laws and regulation, it could face material damage to its brand and the potential loss of customer trust and confidence, which in turn could have a material adverse effect on its business, results of operations and financial position.

Global Blue’s business is subject to anti-money laundering and anti-bribery laws and regulations in the jurisdictions in which Global Blue operates. In addition, Global Blue is subject to laws and regulations that prohibit Global Blue from transmitting money to specified countries or to or on behalf of prohibited individuals, in particular, the laws and regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury in the United States, the United States’ Foreign Corrupt Practices Act, Her Majesty’s Revenue and Customs in the United Kingdom and regulations enacted by the EU’s Common Foreign & Security Policy and the United Nations Security Council.

Equivalent or similar legislation exists in other countries where Global Blue conducts business. Fines and penalties, which may include the shutting down of operations or central banks limiting Global Blue’s ability to source currency, could be imposed in the various countries in which Global Blue operates, and more stringent sanctions, anti-bribery or anti-money ~~laundering(“~~laundering (“AML”) legislation, including “know your customer” requirements, could impose considerable obligations on Global Blue, create increased reporting obligations and

Global Blue’s success depends to a significant degree upon its ability to protect and preserve the proprietary aspects of its services and processes. In certain jurisdictions, such as in APAC, where Global Blue has deployed some of its most advanced digital TFS solutions, Global Blue relies on patent laws in order to protect its intellectual property.

Global Blue may not be successful in the implementation of its patent registration strategies. Global Blue may be unable to secure patents in a timely manner or at all, which could limit its ability to protect the relevant intellectual property rights from competitors. Global Blue’s competitors may also secure patents covering Global Blue’s services and processes, thereby exposing Global Blue to infringement liability or preventing Global Blue from fully executing its business model in the relevant jurisdiction. As a result, Global Blue may find that it is unable to continue to offer the best products to international shoppers, or that it is unable to offer products and services upon which its business depends.

Moreover, third parties may in the future assert claims that Global Blue’s systems or products infringe their proprietary rights. Such infringement claims may cause Global Blue to incur significant costs in defending those claims. As a result of any of these claims, Global Blue may be required to discontinue using any infringing technology and providing any related services, to expend resources to develop non-infringing technology or to purchase licenses or pay royalties for other technology. Should any of these risks materialize, they could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

From time to time, Global Blue is the subject of litigation or investigations related to its business, which may result in fines, penalties, judgments, settlements and litigation expenses. Regulatory and judicial proceedings and potentially adverse developments in connection with ongoing litigation may adversely affect the licenses Global Blue holds as well as Global Blue’s business, financial condition and results of operations. There may also be adverse publicity associated with lawsuits and investigations that could decrease international shoppers’ acceptance of Global Blue’s services. Plaintiffs or regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may be significant and such costs, or the outcome of such lawsuits or investigations, could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Since a portion of Global Blue’s cash flow from operations is dedicated to the payment of interest on Global Blue’s indebtedness, these payments reduce the amount of cash Global Blue has available for other purposes, including Global Blue’s working capital needs, capital expenditure, the exploitation of business opportunities and organic growth, future acquisitions and other general corporate needs, as well as dividends. Furthermore, a significant increase in Global Blue’s indebtedness could result in changes to the terms on which banks and other parties are willing to extend credit to it. Any of these events, if they occur, could increase Global Blue’s costs of financing or cause Global Blue to make early repayment on some or all of Global Blue’s indebtedness, either of which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Part of Global Blue’s existing and future debt and borrowings carry, or may carry, floating interest rates, including floating interest rates linked to EURIBOR or similar “benchmark” interest rates. As of March 31, ~~2021,~~2022, all of Global Blue’s interest-bearing loans carried floating interest rates. As of March 31, ~~2021,~~2022, none of these loans were covered by interest rate swaps as the floating rate was below the minimum interest rate floor of 0%, which will also apply to borrowings under the Facilities. Adverse fluctuations and increases in interest rates, to the extent that they are not hedged, could have a material adverse effect on Global Blue’s cash flow and financing costs and, consequently, on Global Blue’s business, results of operations and financial condition. In addition, LIBOR and other “benchmark” interest rates are currently the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform, which may cause such “benchmarks” to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could result in an increase ofin the interest payable on any of Global Blue’s debt linked to such a “benchmark”.

Global Blue is exposed to currency translation risk because its group consolidated reporting currency is the euro and hence fluctuations in foreign exchange rates impact the consolidation into euro of foreign currency-

Global Blue carries significant intangible assets on its balance sheet. As of March 31, ~~2021,~~2022, the intangible assets on Global Blue’s balance sheet totaled ~~€625.4~~EUR584.0 million, including ~~€475.9~~EUR485.6 million in goodwill and ~~€80.0~~EUR80.0 million in trademarks and customer relationships relating mainly to the acquisition of Global Blue by Silver Lake and Partners Group AG (“Partners Group”) in 2012, as well as Global Blue’s acquisition of Currency Select Pty Limited (previously Travelex Outsourcing Pty Limited) (“Currency Select”)) in 2017 and ZigZag in 2021.

Other intangible assets, such as trademarks and customer relationships, are amortized on a yearly basis. However, if impairment indicators are present, Global Blue is required to test such intangible assets for impairment.

If the Company is or becomes a “passive foreign investment company” (a “PFIC”) within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”) for any taxable year during which a U.S. Holder holds ordinary shares (as such term is defined under “Taxation”), certain adverse U.S. federal income tax consequences may apply to such U.S. Holder. The Company does not expect the Company to be a PFIC for U.S.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of our ordinary shares and, as a result, there may be significant volatility in the market price of our ordinary shares. Separately, if the Company is unable to operate as profitably as investors expect, the market price of our ordinary shares will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of the Company’s control could have an adverse effect on the price of our ordinary shares and increase fluctuations in its earnings. These factors include certain of the risks discussed in this Annual Report, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting travel and traveler shopping (including pandemics), adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the luxury goods retail industry.

The acquisition, alone or together with others, of a direct or indirect substantial stake (or voting rights) in the share capital of Global Blue, which indirectly controls GBCCI, which is an Italian payment institution supervised by the Bank of Italy, entailing the power to control or exercise a significant influence on the management of Global Blue (and, in turn, on the management of GBCCI), may be subject to the prior consent of the Bank of Italy or to prescribed post-closing notification duties of the Bank of Italy. In order to determine whether the acquisition of a

The Company is incorporated in Switzerland and conducts a majority of its operations through its subsidiary, Global Blue Group AG, outside the United States. All of the Company’s assets are located outside the United States. A majority of the Company’s officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against the Company or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against the Company’s assets or the assets of the Company’s directors and officers.

In addition, the Articles of Association provide for arbitration in Zurich, Switzerland in accordance with the Rules of Arbitration of the International Chamber of Commerce for corporate litigation between the Company and its directors and its security-holders. While arbitration clauses in Articles of Association are considered to be valid under Swiss law, it is not settled under Swiss law whether they are also valid in the context of listed companies, which uncertainty could create some delay for security-holders seeking to bring claims against Global Blue or its directors or officers. Costs in arbitration proceedings can be significantly higher than in proceedings before ordinary Swiss courts. Security-holders initiating arbitration proceedings under the arbitration provision contained in the Articles of Association will be required to make advance payments to the arbitration court in order to cover the arbitration court’s expenses and these amounts can be materially higher than in a proceeding in an ordinary Swiss court. Similarly, a security-holder will or may be required to make advance payments to cover the counsel cost of the opposing party in the event it does not prevail or only partly prevails, and such reimbursement cost can be significantly higher than in proceedings in ordinary Swiss courts. Also, the ability to obtain evidence and enforce evidence production obligations in an arbitration proceeding can be significantly less effective than in an ordinary Swiss court proceeding. Further, the enforcement of an arbitration award outside of Switzerland may be more difficult and subject to more burdensome requirements than enforcement of a verdict of a Swiss court. In addition, while such arbitration requirements for corporate litigation would not preclude a security-holder from bringing a claim against Global Blue or its directors or officers in U.S. courts under the civil liability provisions of the U.S. federal securities laws, as noted above, security-holders may be unable to enforce a judgment predicated upon such civil liability provisions in Swiss courts.

As a result of all of the above, our security-holders might have more difficulty in protecting their interests in the face of actions taken by management, members of the Board of Directors or controlling shareholders than they would as security-holders of a U.S. public company.

Due to Global Blue’s cross-border structure, certain protections of Swiss law that apply to Swiss domestic listed companies will not apply to the Company. In particular, the rules of the Swiss Financial Infrastructure Act on disclosure of shareholdings and tender offer rules, including mandatory tender offer requirements and regulations of voluntary tender offers, which typically apply in relation to Swiss companies listed in Switzerland, will not apply to the Company as it will not be listed in Switzerland.

Global Blue is an “emerging growth company,” as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Global Blue cannot predict if investors will find its shares less attractive because it will rely on these exemptions, including delaying adoption of new or revised accounting standards until such time as those standards apply to private companies and reduced disclosure obligations regarding executive compensation. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market and the price of the Company’s securities may be more volatile. Global Blue may take advantage of these reporting exemptions until it is no longer an “emerging growth company”. Global Blue will remain an “emerging growth company” until the earlier of (1) the last day of the financial year (a) following the fifth anniversary of the completion of the FPAC IPO, (b) in which it has total annual gross revenue of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last day of the second financial quarter of such financial year, and (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

The Company may not be successful in its efforts to make distributions, if any, on a withholding tax-free basis. Distributions made by the Company will generally be subject to a Swiss federal withholding tax at a rate of 35%, except if made out of confirmed capital contribution reserves. However, the Company may be unable to obtain the confirmation by the Swiss tax authorities of the capital contribution reserves in the desired amount. Furthermore, the Company may be unable to make distributions out of confirmed capital contribution reserves for other reasons, such as in case capital contribution reserves were depleted in the context of the redemption of Series A Preferred Shares or Series B Peferred Shares or as a result of other distributions, to the extent its audited statutory financial statements show a loss carry forward which it may incur as a result of operational losses, or impairment of assets. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. A U.S. holder that qualifies for benefits under the Convention between the United States and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income (the “U.S.-Swiss Treaty”) may apply for a refund of the tax withheld in excess of the 15% treaty rate (or in excess of the 5% reduced treaty rate for qualifying corporate shareholders holding at least 10% of the voting stock of the Company, or for a full refund in the case of qualified pension funds). Payment of a capital distribution in the form of a par value reduction is not subject to Swiss withholding tax. If the Company is unable pay a dividend out of qualifying additional paid-in capital, the Company may not be able to make distributions without subjecting shareholders to Swiss withholding taxes.

Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax on the difference between the par value and the repurchase price.

Outstanding Global Blue Warrants to purchase an aggregate 30,735,950 ordinary shares of the Company are exercisable at a price of $11.50 per share, subject to adjustments. In addition, a total of 17,788,512 Series A Preferred Shares, excluding 5,929,477 Series A Preferred Shares held in treasury, and 21,176,470 Series B Preferred Shares are convertible into ordinary shares, under certain circumstances, on a cashless and one-for-one basis. To the extent such Global Blue Warrants are exercised or Series A Preferred Shares or Series B Preferred Shares are converted, additional ordinary shares will be issued, which will result in dilution to the holders of ordinary shares and increase the number of securities eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our ordinary shares.

In addition, the market price of our ordinary shares may also be adversely affected if investors in our ordinary shares view the Series A Preferred Shares or Series B Preferred Shares as a more attractive means of equity participation in us than owning our ordinary shares or as a results of any hedging or arbitrage trading activity that may develop involving the Series A Preferred Shares, Series B Preferred Shares and our ordinary shares.

Our ordinary shares rank junior to the Series A Preferred Shares and Series B Preferred Shares with respect to the payment of dividends and amounts payable in the event of our liquidation. This means that, unless dividends have been declared and paid, or set aside for payment, on all outstanding Series A Preferred Shares and Series B Preferred Shares, no dividends may be declared or paid on our ordinary shares. Likewise, in the event of our liquidation, no distribution of our assets may be made to holders of our ordinary shares until we have paid to (i) holders of the Series A Preferred Shares liquidation proceeds equal to the higher of $10.00 per ~~share.~~

The trading price of the Company’s securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on the investment in the Company’s securities and the securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the NYSE, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to us could depress the price of the Company’s securities regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Global Blue currently expects that securities research analysts will establish and publish their own periodic projections for its business. These projections may vary widely and may not accurately predict the results Global Blue actually achieves. The Company’s ordinary share price may decline if actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports downgrades the Company’s securities or publishes inaccurate or unfavorable research about Global Blue’s business, the Company’s ordinary share price could decline. If one or more of these analysts ceases coverage or fails to publish reports regularly, the Company’s ordinary share price or trading volume could decline. While the Company expects research analyst coverage of the Company, if no analysts commence coverage of Global Blue, the trading price and volume for the Company’s ordinary shares could be adversely affected.

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In addition, as a “foreign private issuer” whose securities are listed on the NYSE, the Company is permitted to follow certain home country corporate governance practices in lieu of certain requirements of the NYSE. A “foreign private issuer” must disclose in its annual reports filed with the SEC each requirement of the NYSE with which it does not comply, followed by a description of its applicable home country practice. The Company currently follows the corporate governance requirements of the NYSE. However, the Company cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore, in the future, rely on available exemptions that would allow the Company to follow its home country practice. Unlike the requirements of the NYSE, there are currently no mandatory corporate governance requirements in Switzerland that would require the Company to: (i) have a majority of the Board of Directors be independent; (ii) establish a nominating/governance committee; or (iii) hold regular executive sessions where only independent directors may be present. Such Swiss home country practices may afford less protection to holders of the Company’s securities.

The Company could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of its outstanding voting securities are directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of its executive officers or directors are U.S. citizens or residents; (ii) more than 50% of its assets are located in the United States; or (iii) its business is administered principally in the United States. If the Company loses its status as a “foreign private issuer” in the future, it will no longer be exempt from the rules described above and, among others, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, the Company would likely incur substantial costs in fulfilling these additional regulatory requirements and members of the Company’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

The Company’s articles of association (the “Articles of Association”) contain provisions that may discourage unsolicited takeover proposals that shareholders of the Company may consider to be in their best interests. In particular, the Articles of Association contain a provision which requires approval by the majority of votes present at (i) a special meeting of the Series A Preferred Shares where the holders of the Series A Preferred Shares would receive less than $10 per Series A Preferred Share in connection with a merger or public tender offer when shareholder approval is required as a condition to the offer and (ii) a special meeting of the Series B Preferred Shares where the holders of the Series B Preferred Shares would receive less than $8.50 per Series B Preferred Share in connection with a merger or public tender offer when shareholder approval is required as a condition to the offer. Other provisions in the Articles of Association and Swiss law include the requirement for the affirmative vote of holders of at least two-thirds of the represented shares and the absolute majority of the represented nominal value of the shares at a general meeting of shareholders to amend provisions therein that affect certain shareholder rights or the Company’s ability to enter into certain transactions. These provisions could limit the price investors might be willing to pay for the Company’s securities.

As a public company in the U.S., we have significant requirements for enhanced financial reporting and internal controls. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting to meet our reporting obligations as a public company. Effective internal controls over financial reporting are necessary for Global Blue to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause Global Blue to fail to meet its reporting obligations. In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we have identified and may identify additional deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404 thereof. Our testing has revealed and may continue to reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Newly-identified material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected.

Global Blue is required to disclose changes made in its internal controls and procedures and its management will be required to assess the effectiveness of these controls annually. We may not be able to conclude on an ongoing basis that we have fully remediated all material weaknesses and that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we are unable to do this, we may not be able to accurately or timely report our financial information and such failure could result in a negative reaction in the financial markets due to a loss of confidence in the reliability of its financial information, which could negatively affect the market price of its securities. Any such action could negatively affect Global Blue’s results of operations and cash flows.

In addition, for as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of Global Blue’s internal controls could detect problems that management’s assessment might not. Undetected material weaknesses in Global Blue’s internal controls could lead to financial statement restatements and require it to incur the expense of remediation.

Global Blue Group Holding AG with its commercial name as Global Blue (previously called Global Refund) was incorporated on December 10, 2019, is headquartered in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (telephone +41 22 363 77 40) governed by Swiss laws, has been a leader in TFS services (based on Sales in Store) since it pioneered the concept with its first incorporation in 1980 in Sweden and maintains a large market share in the segment. Throughout the 1980s and 1990s, Global Blue expanded into 16 new countries, including France, Germany, Spain, Switzerland and, in 1993, Singapore, which was Global Blue’s first expansion beyond Europe. In 2001, Global Blue launched its DCC service and moved its corporate headquarters from Sweden to Switzerland. During the 2000s, Global Blue accelerated its global expansion, with TFS and DCC operations launched in several markets throughout Europe, Asia and the Americas, including Argentina and South Korea.

Global Blue was acquired by funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group in 2012.

Over the past few years, Global Blue has continued to grow, launching TFS operations in a number of new markets, including the Bahamas, Japan and Russia. In 2016, Global Blue expanded its DCC business with the acquisition of Currency Select, allowing Global Blue to introduce its business to new markets in APAC, and expand its payments proposition beyond DCC into what is today AVPS.

In 2020, Global Blue became a publicly traded company on the NYSE through a merger with FPAC, a transaction co-sponsored by the institutional asset manager Third Point and former NYSE President Thomas W. Farley.

In 2021, Global Blue ~~diversified~~started to diversify its business with the introduction of the new segment called Complementary Retail Tech Solutions (CRTS). It started with the acquisition of ZigZag, a ~~leading~~ Software-as-a-Service (SaaS) technology provider that enhances the e-commerce returns experience for consumers and streamlines the process for retailers across the world. Global Blue and ZigZag ~~join~~joined forces to further empower merchants to capture growth opportunities through omnichannel technology and payment solutions.

From October 2020 to September 2021, the Group purchased through various steps a 56% stake in Yocuda, an innovative and fast-growing company that has created a digital receipt product based in the United Kingdom. Global Blue’s partnership with Yocuda allows Global Blue to deepen its relationships with merchants, providing more new omnichannel solutions that are in line with their evolving needs. We believe that the digital receipts market is expected to continue to grow due to the increased focus on sustainability and new regulatory requirements in some jurisdictions, for example France, whereby digital receipts will become mandatory.

In March 2022, Global Blue has acquired a minority stake in Toshi, a SaaS technology provider targeting luxury brands to help them bridge the gap between the online and in-store experience and another minority stake in Twig, a disruptive new payment solution that enables consumers to convert their previous purchases – for example fashion or electrical items – into cash, which they can spend where and how they want.

Our website is www.globalblue.com. We make available, free of charge, on our website our Annual Reports on Form 20-F, Reports on Form 6-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 20-F.

In addition, the SEC maintains an internet site at www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC.

Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international shoppers, driven by multiple long-term macroeconomic tailwinds. Global Blue established the concept of TFS in Sweden in 1980 and has emerged as both a global leader (based on its share of the ~~TFS segment)~~

Because of Global Blue’s position at the center of the international shopping TFS ecosystem and its technology platform, Global Blue is able to:

A typical TFS transaction begins with the international shopper purchasing goods from a merchant with VAT included in the price. The international shopper is then issued a tax-free form by the merchant, has the tax-free transaction validated by customs and tax authorities, and is refunded by a TFS company (either directly or via a third-party refund agent) an amount equal to the VAT, minus the TFS provider’s transaction fees. Global Blue relies on long-term merchant relationships and partner with them through technology investments and training to ensure Global Blue TFS service is offered to eligible tourists. The transaction fee is then split between the TFS provider and the merchant. The following illustration summarizes this process.

Global Blue continually seeks to improve its competitive position by working closely with merchants, customs and tax authorities, related-service providers and other relevant stakeholders to develop business opportunities both in existing and new markets. Since Global Blue provides a seamless service to stakeholders across the value chain, its technology platform and solutions are a key pillar of its business. Over the years, Global Blue has introduced front-end issuing solutions for merchants, communication tools and applications for international shoppers, and export validation software for customs and tax authorities. Global Blue’s in-house, cloud-based technology platform allows it to connect all of the stakeholders in its TFS ecosystem in order to facilitate payments and transaction processing. Global Blue remains dedicated to innovating and further investing in its operations and software solutions to simplify the use of Global Blue’s services by all stakeholders.

Global Blue’s main AVPS offering is DCC. Global Blue’s DCC service enables international shoppers to make transactions in their home currency, thereby giving them clarity and confidence about their holiday or business spending. A typical DCC transaction begins with the international shopper being prompted to pay in either local or home currency. The international shopper selects the amount paid in their home currency (including a transaction fee) and the issuing bank debits the international shopper in their home currency. The merchant, the acquiring bank

For the financial year ended March 31, ~~2021,~~2022, Global Blue processed ~~9.0~~13.2 million AVPS transactions (30.8 million for the financial year ended March 31, ~~2020)~~2020, our last pre-pandemic financial year) and generated ~~€13.9~~EUR23.3 million in revenue in Global Blue’s AVPS business ~~(EUR 60.8~~(EUR60.8 million for the financial year ended March 31, 2020), or ~~29.5%~~18.5% of Global Blue’s total revenue (14.5% for the financial year ended March 31, 2020). For the financial year ended March 31, ~~2021,~~2022, Global Blue offered its payment services to international shoppers at thousands of points of interaction across 32 countries.

Global Blue’s CTRS segment offers an enhanced, fully digital returns experience to more than 15 million domestic shoppers by connecting retailers to a network of more than 450 carrier services and 220 warehouses in 130 countries and help retailers manage worldwide e-commerce returns and exchanges more profitably, and consumers to enjoy a smoother and enhanced return experience. E-commerce returns replaces outdated paper-based “label in the box” solutions with a best in class online returns portal that offers a greater range of shipping options including post office, parcel shops, lockers and collection from home, as well as exchange alternatives. In parallel, it optimizes retailers’ profitability by reducing logistical costs via consolidation, local market re-sale, and inbound consumer queries, as well as by allowing exchanges versus simply return of goods.

With e-commerce expanding, an efficient returns platform is key to both mass and luxury retailers, who are experiencing accelerating growth in their online sales and operations.

Global Blue’s CTRS segment also offers solutions to enable retailers to send content-rich, personalized digital receipts to customers. This technology can be linked to existing retailer schemes such as brand loyalty, customer relationship management (CRM), clienteling, and customer data platform (CDP) programs.

We believe that digital receipts will become more widespread due to the increased focus on sustainability and climate change and the fact that some governments are making eReceipts a legal requirement. eReceipts represent a highly cost-effective way to capture transaction-related customer data, giving retailers a chance to enrich their shopper database and gain a better, deeper understanding of their customers. They present an opportunity to engage via email with customers at a highly impactful time (immediately after a transaction is made). They support other

For the financial year ended March 31, 2022, Global Blue processed 17.7 million CRTS transactions and generated 13.1 million in revenue in Global Blue’s CRTS business, or 10.4% of Global Blue’s total revenue.

Global Blue is present in more than 50 countries across Europe and Middle East, Asia and Americas and its top markets from a revenue perspective for the financial year ended March 31, ~~2021~~2022 were France, ~~Italy~~Australia and ~~Australia~~Italy and for the two other prior financial years, the top markets were ~~Italy,~~the UK, France and ~~Germany.~~Italy.

The following diagram depicts our organizational ~~structure.~~structure as of June 14, 2022. Percentages refer to voting power of our ordinary shares and Series A and B Preferred Shares held by the respective shareholders or shareholder groups. Our ordinary shares and Series A and B Preferred Shares have the same voting rights. Therefore, in calculating the percentages, (a) the numerator is calculated by adding the number of our ordinary shares held by the

We are organized in a matrix structure with geographic regions interacting with our businesses, both supported by shared technology and by central functions, designed to enable us to be closer to our customers and to facilitate communication among the marketing and sales organizations.

While Global Blue Group Holding AG is the parent company, we conduct our global business through dedicated TFS and AVPS companies and also conduct our operations through service activities from dedicated subsidiaries. We provide certain administrative, human resources, legal, treasury, strategy, marketing and other overhead services to our consolidated subsidiaries pursuant to service agreements for which we recover the cost.

As of the date of this Annual Report on Form 20-F, Global Blue’s group consists of more than 80 entities in more than 45 countries. Global Blue continuously reviews Global Blue’s group structure with a view toward simplifying Global Blue’s group structure and reducing the number of group companies.

The significant subsidiaries of the Company are listed below.

Our tangible fixed assets mainly comprise of machinery, equipment and computers, right-of-use assets such as offices, and refund points, and leasehold improvements. Our principal executive offices are located in Eysins, Switzerland, while our main service locations are in Vienna (Austria), ~~London (United Kingdom),~~ Paris (France),

You should read the following discussion and analysis of our financial condition and results of operations together with our audited financial statements, including the notes thereto, included in this Annual Report on Form 20-F. The following discussion is based on our financial information prepared in accordance with IFRS as issued by the IASB, which might differ in material respects from generally accepted accounting principles in other

Global Blue separates its business into three segments: TFSS, AVPS and ~~eCommerce Return Solutions. However,~~CRTS. Accordingly, its financial statements and other reporting information presented in this Operating and Financial Review and ~~Other~~Prospects Sections show TFSS, AVPS and ~~AVPS~~CRTS as separate reporting segments, ~~and do not include eCommerce Return Solutions~~ as ~~it is not material for the current reporting period. Then, it describes~~well as the business as a ~~whole as the total segments.~~

The COVID-19 outbreak and the related preventative measures, as well as the associated curtailment of international travel and diminished economic activity, have negatively impacted Global Blue’s business and ~~recent~~ results of operations and financial condition. Since early March 2020, when government travel restrictions have been generally implemented, international travel and extra-regional shopping sectors have experienced a significant reduction in activity. As a result of various waves of the COVID-19 outbreak cases worldwide and appearance of new variants of the virus, governments delayed their decisions to open the economy for travel, especially into the EU. Consequently, Global Blue’s ~~SiS for the~~revenue for the financial year ended March 31, 2021 ~~decreased~~declined 89% ~~relative to the respective period in the~~versus prior year. Revenues for the same period and relative to the respective period in the prior year, also decreased by 89%. As a result of various waves of COVID-19 outbreak cases across Europe, governments did not fully reopen the economy for travel, especially into the EU. Following the approvals of various COVID-19 vaccines, subsequent vaccination efforts and ~~progressive roll-out~~the introduction of the COVID-19 vaccination certificates, international travelling started to gradually re-open and consequently, shops started to see increased requests for tax-free forms by international travelers . Southeast Asia fell behind Europe and the US in opening up for international travelling but has been quickly catching up as they have removed most of the travelling restrictions, especially for vaccinated travelers. China, however, still remains relatively closed as authorities continue to follow a Zero-COVID policy and consequently, we believe a recovery of Chinese travel to Europe may take a few more months and that it may be a slow recovery, spanning across a few quarters.

Global Blue monitors the levels of business recovery by looking at its revenue levels compared to the same period during the financial year 2020 (pre-COVID) and neutralizing the effect of acquisitions. The Group is ~~expected that shops will reopen~~observing a noticeable recovery trend; as noted above, i) revenue for the financial year ended March 31, 2021 declined 89.4% versus the financial year ended March 31, 2020, ii) for the three months ended June 30, 2021, the revenue decline versus the same period in 2019 was 83.4%, iii) for the three months ended September 30, 2021, the revenue decline softened to 78.9% as compared to the same period in 2019, iv) for the three months ended December 31, 2021 revenue levels versus the same period in 2019 narrowed to a decline of 67.9%, and ~~international travel will resume gradually over time; management therefore anticipates that Global Blue’s performance may improve accordingly.~~v) finally, for the three months ended March 31, 2022, the revenue decline narrowed further to 57.4% compared to the same period in 2020. For the financial year ended March 31, 2022, revenue declined 73.1% against the financial year ended March 31, 2020. The levels of recovery are fairly similar between Europe and APAC. Revenues in Europe, without the effect of acquisitions, for the financial year ended March 31, 2022 declined 73.1% versus the financial year ended March 31,

Our results of operations for the financial year ended March 31, ~~2021~~2022 continue to reflect the impact of the COVID-19 outbreak ~~for the entire reporting period~~ which started to affect our business from February 2020. ~~However, given the global and evolving nature~~The extent of the ~~outbreak, its impact on the international travel and extra-regional shopping sectors, and its impact on consumer spending through any economic recession, the ultimate~~ negative ~~impact~~impacts and the duration of such negative ~~impact~~impacts on Global Blue’s results of operations cannot be accurately quantified at this time.

As previously reported, at the ~~affected period, with the effects subsiding and reversing after the disruptions and their related effects end. Notwithstanding the foregoing, given the global and evolving nature~~early stages of the ~~COVID-19~~ outbreak, Global Blue cannot predict when the impacts of the COVID-19 outbreak will subside or how quickly thereafter international travel, consumer spending, and demand for tax-free shopping and Global Blue services will return to pre-outbreak levels.

These short-term measures constituted the first phase of ~~Fixed Adjusted~~reductions in our Operating ~~Expenses reductions.~~Expenses. The measures ~~take~~took advantage of various government support schemes, which in ~~several~~most cases have expired or are ~~expected~~due to expire ~~at a point in time.~~soon. Accordingly, a portion of the cost savings achieved by these short-term measures ~~will be~~were limited in time, and consequently Global Blue is gradually ~~implementing~~implemented the next phase of reductions, ~~in Fixed Adjusted Operating Expenses,~~ which ~~have started to~~ partially ~~supersede~~superseded the short-term measures. ~~Global Blue expects these~~Once volumes return to pre-COVID levels, the level of annual long-term ~~measures~~savings, excluding inflation and public company costs, is expected to ~~enable~~be EUR35 million, enabling the ~~Company~~Group to operate ~~longer-term~~ with a materially lower cost ~~structure at normalized volume levels. As short-term measures become superseded~~structure.

Our Total operating expenses decreased by ~~Global Blue’s long-term measures, Global Blue expects that the EUR 6.2~~EUR169.4 million, average monthly savings in Fixed Adjusted Operating Expenses achieved predominantly in connection with the short-term measures (representing an annual run rate of approximately EUR 80 million) will gradually declineor 44.7%, to ~~an annual run rate of approximately EUR 50~~EUR209.8 million ~~in Fixed Adjusted Operating Expenses.~~

Our Fixed Adjusted Operating expenses excluding CRTS costs (to enable like-for-like comparison by neutralizing incremental costs due to new business combinations) for the financial year ended March 31, 2022 decreased by 36.3% as compared to the financial year ended March 31, 2020 (the pre-Covid period). The reductions achieved for the financial year ended March 31, 2021 compared to the pre-Covid period were 53.1%. The lower reduction for the financial year ended March 31, 2022 evidences the implementation of our long-term savings plan, which we expect will provide us with substantial savings, though not to the same extent as our short-term measures. .

The Russian government’s invasion of Ukraine has led to sanctions regulations imposed by various countries, has placed restrictions on flights to Russia from certain countries (such as the United States, EU countries and the United Kingdom), a ban on the usage of Visa/Mastercard/Amex credit cards in Russia and a prohibition on certain luxury and retail goods being sold by EU based merchants to be exported to Russia (impacting not only stock availability for stores in Russia but also the sale of such goods to Russian residents in EU based merchant stores).

Global Blue’s direct exposure to both Russia and the Ukraine is limited to Global Blue’s Tax Free operations in Russia, conducted through a joint venture which is 51% owned by Global Blue, with the remaining 49% owned by a joint venture partner, and to Russian and Ukrainian residents shopping internationally and claiming VAT refunds outside of Russia and Ukraine.

Global Blue anticipates that Russian resident shoppers claiming VAT refunds outside of Russia will reduce in the short to medium term given the impact of the above mentioned travel restrictions and sanctions. At pre-COVID-19 levels, Russian resident travelers’ TFSS SiS represented approximately 6% of total group’s Sales in Store, while that of Ukrainian-origin travelers’ represented less than 1%. Global Blue does not have any legal entity present in the Ukraine.

As far as the impact on the region is concerned, Global Blue is observing a relative under-performance of the Russia and Ukraine neighboring countries, to some extent, a reflection of the higher weight of Russian and Ukrainian shoppers in these shopping-destination countries.

The ultimate negative impact and the duration of such impact on Global Blue’s results from operations cannot be accurately quantified at this time.

The Series B Preferred Shares have the same voting, dividend and other rights that apply to common shares of the Group. In addition, an annual dividend of 5%, in the form of additional Series B Preferred Shares to be paid in-kind, will be payable on the Series B Preferred Shares, subject to shareholder approval and any applicable mandatory legal requirements. The Series B Preferred Shares may be converted (i) by the Group on or after the first anniversary of the closing of the Series B Preferred Shares or upon a change of control transaction, subject to certain conditions, or (ii) by the Investor Holder at any time on or after six months following the initial closing of the Series B Preferred Shares, in each case of clauses (i) and (ii), in whole or in part, into common shares of the Group on a one-for-one basis, subject to certain customary anti-dilution adjustments. In addition, the Group may call all or a portion of the Series B Preferred Shares on and after the fifth anniversary of the closing of the Series B Preferred Shares or upon a change of control transaction, subject to certain conditions.

Global Blue regularly monitors the following key performance indicators to evaluate its business and trends, measure its performance, prepare financial projections and make strategic decisions. None of these key performance indicators are measures of financial performance under IFRS. Nevertheless, Global Blue believes that these key performance indicators provide an important indication of trends in its financial performance. There are limitations

The key performance indicators presented below have not been audited or reviewed by any auditor or other expert. The information used to calculate these key performance indicators is partly derived from management information systems. As these key performance indicators are defined by Global Blue’s management, they may not be comparable to similar terms used by other companies, which may limit their usefulness as comparative measures. Where possible, the measures are clearly defined and a reconciliation to IFRS measures is provided. Where adjustments or add backs are included, it should not be construed as an inference that Global Blue’s future results will be unaffected by any of the adjusted items, or that Global Blue’s projections and estimates will be realized in their entirety or at all.

Total SiS represents the sum of TFSS SiS, AVPS SiS and ~~AVPS~~CRTS SiS, which are:

TFSS SiS ~~decreased~~increased by ~~EUR 17.2~~EUR3.2 billion, ~~or 93.1%,~~ to ~~EUR 1.3~~EUR4.5 billion for the financial year ended March 31, ~~2021,~~2022, from ~~EUR 18.5~~EUR1.3billion for the financial year ended March 31, 2021. This increase is mainly driven by the relaxation of COVID-19 restrictions which resulted in governments removing or easing travel restrictions, businesses gradually coming back to their normal levels of operations and governments allowing travel under certain conditions, in many countries conditional to a certificate of vaccination or COVID-19 test and tourists deciding to take the opportunity to do some leisure travel in an attempt to return to the new normal.

TFSS SiS decreased by EUR14.0 billion, or 75.8%, to EUR4.5 billion for the financial year ended March 31, 2022, from EUR18.5 billion for the financial year ended March 31, 2020. ~~This~~Despite the positive trend in the recovery rate, we continue to record a decrease vs. pre-COVID-19 levels which is attributed to the outbreak of ~~the~~ COVID-19, ~~outbreak,~~ which resulted in governments adopting preventative measures, businesses voluntarily choosing or being mandated to temporarily close their operations and limit business-related travel, and individuals deciding to postpone or cancel leisure travel on an unprecedented scale.

AVPS SiS increased by ~~EUR 0.3~~EUR0.8 billion, or ~~1.4%~~64.4%, to ~~EUR 18.5~~EUR2.1 billion for the financial year ended March 31, ~~2020,~~2022, from ~~EUR 18.2~~EUR1.3billion for the financial year ended March 31, 2021. Performance is gradually improving as a result of the vaccination roll-out, introduction of COVID-19 vaccination certificates and international travelling slowly resuming to pre-pandemic levels.

AVPS SiS decreased by EUR2.3 billion, or 52.3%, to EUR2.1 billion for the financial year ended March 31, 2019. The business development between these two years was robust with a macro environment favoring international travel and shopping abroad for most of the year, however February and March 2020 were already affected by COVID-19 outbreak which offset most of the growth observed up until January 2020.

CRTS SiS for the financial year ended March 31, ~~2020~~2022 was EUR1.3 billion. This SiS resulted from the business combination with ZigZag Global and ~~as noted above, performance significantly declined following the outbreak of the COVID-19.~~

Other metrics that our management considers regarding our results of operations are Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Group Share), and Adjusted Effective Tax Rate.

These non-IFRS measures are presented because they are used by management to monitor the underlying performance of Global Blue’s business and operations. In addition, these non-IFRS measures presented herein are measures commonly used in Global Blue’s industry and by analysts and investors as supplemental measures of

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. These non-IFRS measures should be read in conjunction with the discussions under “Operating and Financial review and prospects.” 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 below.

The following tables and subsequent discussion summarizes our financial performance and certain operating results for the financial ~~years~~year ended March 31, 2022, 2021 ~~2020~~ and ~~2019:~~2020:

Our Total revenue ~~decreased~~increased by ~~EUR 375.7~~EUR81.2 million ~~or 89.4%,~~ to ~~EUR 44.7~~EUR125.9 million for the financial year ended March 31, 2022, from EUR44.7 million for the financial year ended March 31, 2021, as a result of the EUR58.7 million increase in TFSS revenue, an EUR9.5 million increase in AVPS revenue and EUR13.1 million increase in new revenue from ~~EUR 420.4~~the CRTS segment.

Our Total revenue decreased by EUR294.5 million, or 70.0%, to EUR125.9 million for the financial year ended March 31, 2022, from EUR420.4 million for the financial year ended March 31, 2020, as a result of the ~~EUR 328.8~~ EUR270.0

~~Our Total~~The revenue ~~increase~~of our TFSS reporting segment increased by ~~EUR 7.4~~EUR58.7 million ~~or 1.8%,~~ to ~~EUR 420.4~~EUR89.6 million for the financial year ended March 31, ~~2020,~~2022, from ~~EUR 413.0~~EUR30.8 million for the financial year ended March 31, ~~2019,~~2021. As noted above this increase reflects the gradual recovery of the tourism industry as a result of the ~~EUR 10.3 million increase in TFSS revenue~~vaccination roll-out and ~~EUR 2.9 million decrease in AVPS revenue.~~consequently, governments gradually relaxing conditions to travel or removing travel restrictions during the reporting period.

The revenue of our TFSS reporting segment ~~decrease~~decreased by ~~EUR 328.8~~EUR270.0 million, or ~~91.4%~~75.1%, to ~~EUR 30.8~~EUR89.6 million for the financial year ended March 31, ~~2021,~~2022, from EUR 359.6 million for the financial year ended March 31, 2020. As noted above in the TFSS SiS section, this decline is due to the unprecedented disruption of the travel and tourism industry due to the COVID-19 outbreak.

The revenue of our AVPS reporting segment ~~decrease~~increased by ~~EUR 2.9~~EUR9.5 million, or ~~4.5%~~68.2% to EUR23.3 million for the financial year ended March 31, 2022, from EUR13.9 million for the financial year ended March 31, 2021. This revenue increase is directionally in line with the AVPS SiS increase.

The revenue of our AVPS reporting segment decreased by EUR37.5 million, or 61.7%, to ~~EUR 60.8~~EUR23.3 million for the financial year ended March 31, 2022, from EUR60.8 million for the financial year ended March 31, 2020 ~~from EUR 63.7~~also directionally in line with the development of the AVPS SiS for the same period.

The revenue of our CRTS reporting segment was EUR13.1 million for the financial year ended March 31, ~~2019. This implies a 4.5 p.p. negative difference between~~2022. As mentioned above the ~~decrease in AVPS~~ revenue ~~of 4.5% and the AVPS SiS growth that~~

The table below provides the key breakdown of the operating expenses:

Our ~~Adjusted Operating~~Total operating expenses ~~(excluding exceptional items and depreciation and amortization)~~ decreased by ~~EUR 165.1~~EUR276.3 million, or ~~66.1%~~56.8%, to ~~EUR 84.6~~EUR209.8 million for the financial year ended March 31, ~~2021,~~2022, from ~~EUR 249.7~~EUR486.1 million for the financial year ended March 31, 2021. This decrease is driven by lower Amortization of intangible assets acquired through business combination, lower exceptional items expenses partially offset by increased adjusted Fixed Operating Expenses.

Our Total operating expenses decreased by EUR169.4 million, or 44.7%, to EUR209.8 million for the financial year ended March 31, 2022, from EUR379.2 million for the financial year ended March 31, 2020. This decrease is ~~attributable to EUR 80.7 million reduction~~driven by lower Amortization of ~~Variable Adjusted~~intangible assets acquired through business combination, lower exceptional items expenses partially offset by increased adjusted Fixed Operating ~~expenses in line with revenues decline~~Expenses.

Our ~~Adjusted Operating Expenses (excluding exceptional items,~~depreciation and amortization decreased by EUR28.4 million, or 24.4%, to EUR87.9 million for the financial year ended March 31, 2022, from EUR116.3 million for the financial year ended March 31, 2021.

Our depreciation and amortization decreased by EUR25.7 million, or 22.6%, to EUR87.9 million for the financial year ended March 31, 2022, from EUR113.6 million for the financial year ended March 31, 2020.

Our amortization of intangible assets acquired through business combinations ~~and other depreciation and amortization) increased~~decreased by ~~EUR 10.2~~EUR26.9 million, or ~~4.3%~~36.0%, to ~~EUR 249.7~~EUR47.7 million for the financial year ended March 31, ~~2020,~~2022, from ~~EUR 239.5~~EUR74.6 million for the financial year ended March 31, ~~2019. The increase~~2021. This decrease is ~~attributable~~due to ~~EUR 8.4 million or 10.3% increase~~the Currency Select Technology Intangible Asset acquired through business combinations and some of ~~Variable Adjusted Operating expenses mainly driven~~Global Blue’s Customer Relationship assets acquired through business combinations having reached the end of their useful lives, partially offset by ~~Agents and Issuing Costs and EUR 1.7 million or 1.1% increase in Fixed Adjusted Operating expenses largely in line with inflation.~~new amortization on assets from the CRTS segment acquired business.

Our ~~Variable Adjusted Operating expenses (excluding exceptional items,~~ amortization of intangible assets acquired through business combinations ~~and other depreciation and amortization)~~ decreased by ~~EUR 80.7~~EUR26.8 million, or ~~88.6%,~~36.0% to ~~EUR 10.4~~EUR47.7 million for the financial year ended March 31, ~~2021,~~2022, from ~~EUR 91.1~~EUR74.5 million for the financial year ended March 31, 2020. As per above, this decrease is due to the Currency Select Intangible Asset acquired through the business combination as well as certain Global Blue Customer Relationship assets having reached their useful lives, partially offset by new amortization on assets from the ZigZag Global acquired business.

Our other depreciation and amortization increased by EUR1.1 million, or 2.8%, to EUR40.2 million for the financial year ended March 31, 2022, from EUR39.1 million for the financial year ended March 31, 2020. This ~~decline is attributable~~increase was primarily due to the ~~decline~~increased investment in ~~total Revenue as noted above.~~technology in the prior financial years, consistent with the management team’s focus on digital innovation.

year ended March 31, 2019. This increase is driven by higher agent costs (i.e., variable costs paid to refund agents to whom we outsource some of our refunding operations) which increased by EUR 4.7 million, or 6.0%, to EUR 83.0Our exceptional items were EUR285.1 million for the financial year ended March 31, 2020 from EUR 78.3 million for the financial year ended March 31, 2019. Agent costs mainly represent variable costs paid to refund agents where we outsource our refunding operations to a third party and pay the operator a fee equal to a percentage of the VAT refund, but also include tax-free transaction validation fees and payment acquiring and processing fees. The increase in agent fees was particularly driven by the increase in SiS during the first 10 months of the financial year ended March 31, 2020, and thereby ahead of the COVID-19 outbreak, as well as an increase in validation and acquiring costs per transaction in certain countries of the APAC region

Our Adjusted Operating expenses (excluding exceptional items, depreciation and ~~amortization~~amortization) increased by ~~EUR 2.7~~EUR51.2 million, or ~~2.4%~~60.5%, to ~~EUR 116.3~~EUR135.8 million for the financial year ended March 31, ~~2021,~~2022, from ~~EUR 113.6~~EUR84.6 million for the financial year ended March 31, ~~2020.~~2021. This increase is attributable to a EUR16.3 million increase in Variable Adjusted Operating expenses (1) driven by increased volumes and EUR34.9 million or 47.0% increase in Fixed Adjusted Operating expenses (2) of which EUR8.2 million are incremental fixed costs due to the business combination of ZigZag Global.

Our Adjusted Operating expenses (excluding exceptional items, depreciation and ~~amortization increased~~amortization) decreased by ~~EUR 8.5~~EUR113.8 million, or ~~8.0%~~45.6%, to ~~EUR 113.6~~EUR135.8 million for the financial year ended March 31, ~~2020,~~2022, from ~~EUR 105.1 million for the financial year ended March 31, 2019.~~

Our Variable Adjusted Operating expenses (1) (excluding exceptional items and depreciation and ~~amortization.~~

Our Variable Adjusted Operating expenses (1) (excluding exceptional items and depreciation and amortization) decreased by EUR64.5 million, or 70.7% to EUR26.7 million for the financial ~~years, consistent~~year ended March 31, 2022, from EUR91.1 million for the financial year ended March 31, 2020. These volume-driven expenses decreased in line with the decrease in Revenue as noted above.

Our Fixed Adjusted Operating expenses (2) (excluding exceptional items and depreciation and amortization) increased by EUR34.9 million or 47.0%, to EUR109.2 million for the financial year ended March 31, 2022, from EUR74.3 million for the financial year ended March 31, 2021. In the same period and upon neutralizing the effect of the new costs from ZigZag Global, the Fixed Adjusted Operating expenses (2) increased 35.9%. As noted above, the short term cost saving measures applied by management ~~team’s focus on digital innovation.~~have started to expire (which depending upon the country, the staff furloughing initiatives are recorded in our financial statements as reducing personnel costs, or full personnel

Our Fixed Adjusted Operating expenses (2) (excluding exceptional items and depreciation and amortization) decreased by EUR49.3 million, or 31.1% (net of ZigZag Global costs, they decreased 36.3%), to EUR109.2 million for the financial year ended March 31, 2022, from EUR158.5 million for the financial year ended March 31, 2020. These savings are a result of the combination of short and longer term cost saving measures put in place by the management as described above.

Our net finance costs decreased by EUR7.2 million, or 22.7%, to EUR24.6 million for the financial year ended March 31, 2022, from ~~EUR 31.8~~EUR31.8 million for the financial year ended March 31, 2020, mainly due to the more favorable interest conditions under the new financing facility of senior debt.

Our ~~net finance costs increased~~income tax benefit changed by ~~EUR 3.1~~EUR17.2 million ~~or 11.1%,~~ to ~~EUR 31.8~~a benefit of EUR13.8 million for the financial year ended March 31, ~~2020, from EUR 28.7~~2022, compared with a benefit of EUR31.0 million for the financial year ended March 31, ~~2019, mainly due~~2021.The lower benefit is driven by reduced deferred tax assets linked to ~~net foreign exchange losses. For more information about exposures~~improvements on ~~foreign exchange risks, see “Item 11. Quantitative and qualitative disclosures about market risk~~ —~~Foreign Exchange Risk~~”.

Our income tax expense ~~turned into~~changed by EUR21.5 million to a benefit of ~~EUR 31.0~~EUR13.8 million for the financial year ended March 31, ~~2021, from~~2022, compared with an expense of ~~EUR 7.7~~EUR7.7 million for the financial year ended March 31, 2020. The ~~benefit~~deviation between the two periods is mainly attributable to the decline in Earnings Before Tax as a result of ~~EUR 31.0~~the adverse financial impact caused by the COVID-19 outbreak and reduced amortization on intangible assets acquired through business combinations.

Our Profit/(Loss) for the period changed by EUR339.7 million to a loss of EUR94.7 million for the financial year ended March 31, ~~2021 is mainly attributable to i) the reversal~~2022, compared with a loss of taxable temporary differences arising on the amortization of intangible assets acquired through business combinations of EUR 15.1 million, ii) the deferred tax income of EUR 19.5 million realized on losses of the period, and iii) a tax expense due to taxable profits of EUR 4.0 million.

Our Profit/(Loss) for the period changed by EUR96.4 million to a loss of EUR94.7 million for the financial year ended March 31, ~~2019. The tax expense~~2022, compared with a profit of ~~EUR 7.7~~EUR1.7 million for the financial year ended March 31, ~~2020 is mainly attributable to~~2020. The loss for the period decreased as a ~~tax expense due to taxable profits~~result of ~~EUR 22.6 million partially offset by~~ the ~~deferred tax income on amortization of intangible assets acquired through business combinations of EUR 15.1 million.~~

The table below provides a reconciliation between Operating Profit/(Loss) and Adjusted EBITDA:

Adjusted EBITDA for our TFSS and AVPS reporting segments ~~was EUR 1.8~~were both positive EUR44.9 million and ~~EUR 4.9~~EUR10.8 million, respectively, and negative EUR3.7 million for our new CRTS reporting segment, for the financial year ended March 31, 2022. Additionally, there were EUR61.9 million of unallocated costs, which are kept at group level and not allocated to our three reporting segments.

Adjusted EBITDA for our TFSS and AVPS reporting segments were both positive EUR1.8 million and EUR4.9 million, respectively, for the financial year ended March 31, 2021. Additionally, ~~EUR 46.6~~EUR46.6 million of unallocated costs, which are kept at ~~the~~ group level ~~are~~and not allocated to our ~~two~~ reporting segments.

Adjusted EBITDA for our TFSS and AVPS reporting segments ~~was EUR 215.4~~were both positive EUR215.4 million and ~~EUR 31.8~~EUR31.8 million, respectively, for the financial year ended March 31, 2020. Additionally, ~~EUR 76.5~~EUR76.5 million of unallocated costs, which are kept at ~~the~~ group level ~~are~~and not allocated to our ~~two~~ reporting segments.

This section presents a ~~consequence~~reconciliation of net debt for each of the ~~negative results.~~periods presented:

Liquidity describes the ability of a company to generate sufficient cash flows to meet cash requirements of its business operations, including working capital needs, capital expenditure, debt interest and service, acquisitions, other commitments, and contractual obligations. Our principal sources of liquidity include cash flow from operating activities, cash and cash equivalents on our statement of financial position, ~~and~~ amounts available under our revolving credit facilities, bank overdraft facilities and the Supplemental Liquidity ~~Facility.~~Facility and proceeds from equity issuances. We consider liquidity in terms of the sufficiency of these resources to fund our operating, investing, and financing activities for a period of twelve months. The objective of our capital management is to have sufficient liquidity and to stay within financial and maintenance covenants in order to fulfil our obligations to our creditors.

Our cash flow from operating activities is generated primarily from revenue from VAT refunds. Revenue is generated when an international shopper is refunded, which at first triggers a cash outflow. The cash outflow mirrors a subsequent collection of VAT by Global Blue and payment of revenue share by Global Blue to merchants, which can take several weeks ~~and~~or months ~~respectively,~~ until cash is received. As a result, we experience cash flow seasonality throughout the year, with a larger net working capital need (and corresponding cash outflow) during the summer months, when international shoppers travel more frequently.

~~Once~~As the COVID-19 outbreak subsides and international travel and global economic activity resumes, Global Blue ~~might experience~~is experiencing a rapid volume growth, ~~(assuming a quick recovery to pre-outbreak levels),~~ which ~~would lead~~is leading to a temporary surge of its net working capital and liquidity needs. ~~We expect~~Between April 2021 and March 2022, our net working capital needs increased by EUR47.1 million largely driven by the increased volumes as the business recovers from the COVID-19 outbreak. Thus far, this ~~would be~~has been funded through cash and cash equivalents on our statement of financial position and ~~bank~~the overdraft ~~facilities.~~facilities and we expect to use other sources of liquidity, including the Supplemental Liquidity Facility and proceeds from equity

We require and will need significant cash resources to, among others, fund our working capital requirements, make capital expenditures, meet debt service requirements and interest payments under our indebtedness, fund general corporate uses, and, in certain cases, expand our business through acquisitions. Our future capital requirements will depend on many factors, such as recovery of the travel industry, the pace at which government policies change (i.e., new TFS countries, reduction in minimum purchase amounts), spending on product roll-out, and changes in consumer demand

As of March 31, 2022, the Group had ~~EUR 720.9~~EUR723.2 million of interest-bearing loans and borrowings recorded on its statement of financial position, consisting of ~~EUR 621.7~~EUR623.6 million in long-term financing (borrowings of ~~EUR 630.0~~EUR630.0 million less ~~EUR 8.3~~EUR6.4 million of capitalized financing fees), ~~EUR 99.0~~EUR99.0 million drawn on the revolving credit facility and ~~EUR 0.1~~EUR0.7 million in other bank overdraft facilities. Global Blue has additional liquidity of EUR 82.9 million comprising of EUR 63.9 million equivalent of capacity on a committed Supplemental Liquidity Facility (USD 75.0 million) funded by certain selling shareholders - See “Supplemental Liquidity facility”), EUR 18.2 million of uncommitted local credit lines and RCF availability of EUR 0.8 million.

The Company believes that its cash and cash equivalents, the ~~Supplemental Liquidity Facility~~supplemental liquidity facility and ~~our local credit lines~~the proceeds from its equity issuances to the CK Investor will be sufficient to meet liquidity needs and fund necessary capital expenditure for at least the next 12 months from the date of this report. Given the ~~near-term~~ impacts of the COVID-19 outbreak, and that the exact timing and pace of the revenue recovery to ~~pre-COVID~~pre-COVID-19 levels are based on the uncertainties of the COVID-19 outbreak developments and related macro effects as opposed to company-specific factors, Global Blue considered a range of potential recovery scenarios in formulating this view. See “Net Working Capital” for further discussion of net working capital movements, particularly in slowdowns like that experienced during the COVID-19 outbreak.

The following table shows our consolidated cash flows from/(used in) operating, investing and financing activities for the periods presented:

Net cash from operating activities consists of profit before tax, as adjusted for depreciation and amortization, net financial costs, other non-cash items, net deductible financial income/(costs), income tax paid, interest paid, payment of provisions and changes in net working capital.

Net cash flow used in investing activities consists of purchases of tangible and intangible assets, acquisitions of subsidiaries (net of cash acquired), as well as acquisitions and divestitures of non-current financial assets.

Net cash used in investing activities was ~~EUR 72.6~~EUR31.0 million for the financial year ended March 31, 2022 driven by an outflow of EUR1.7 million mainly from internally developed software and EUR7.6 million outflow related to the Acquisitions of non-current financial assets (acquired minority shares of 1% and 17.45% in technology companies Twig and Toshi for EUR1.2 million and EUR2.5 million respectively, and additional 45.9% stake for EUR3.5 million in Yocuda, resulting in a control stake of 56.3% ).

Net cash used in investing activities was EUR72.6 million for the financial year ended March 31, 2021 ~~compared~~primarily driven by EUR52.5 million outflow related to ~~net~~the acquisition of ZigZag company in March 2021 and EUR3.1 million from internally developed software.

Net cash used in investing activities of ~~EUR 42.7 million for the financial year ended March 31, 2020. The increase of EUR 29.9 million in net cash used in investing activities was mainly due to (i) acquisition of ZigZag~~

Net cash used in financing activities was EUR14.4 million for the financial year ended March 31, 2022 related to Principal elements of lease payments.

Net cash from financing activities ~~increased by EUR 156.3 million to a cash inflow~~ of ~~EUR 134.1~~EUR134.1 million for the financial year ended March 31, 2021 ~~compared to cash flow used in financial activities of EUR 22.2 million for the financial year ended March 31, 2020. The increase~~ was ~~mainly due to (i)~~driven by the drawing of the revolving credit facility of ~~EUR 99.0~~EUR99.0 million and ~~(ii) EUR 58.7~~EUR58.7 million of proceeds from issue of capital to finance the ZigZag acquisition as well as ~~from issuance and~~the exercise of ~~warrants.~~warrants and issuance of shares.

Net cash used in financing activities ~~increased by EUR 3.1 million to an outflow~~ of ~~EUR 22.2~~EUR22.2 million for the financial year ended March 31, 2020 ~~from an outflow of EUR 19.1 million for the financial year ended March 31, 2019. The increase~~ was mainly ~~due to~~driven by the ~~increase of acquisition of shares and NC-PECs issued by subsidiaries of Global Blue by EUR 1.1 million from EUR 1.0~~EUR15.3 million in ~~the financial year ended March 31, 2019~~payments related to ~~EUR 2.1~~Principal elements of lease payments and EUR4.8 million ~~for the financial year ended March 31, 2020 and a EUR 1.0 million increase in dividends~~of Dividends paid to non-controlling interests ~~from EUR 3.9 million for the financial year ended March 31, 2019 to EUR 4.8 million for the financial year ended March 31, 2020.~~

In Global Blue’s TFS business, its net working capital is driven by the timing of the payments that Global Blue makes to merchants and international shoppers, and the timing of the payments that Global Blue receives from merchants and tax authorities, which makes Global Blue’s net working capital sensitive to short-term, month-to-month volume growth. Unless international shoppers wish to be refunded through a credit card refund or another refund method (such as in-store or downtown refunds), Global Blue typically refunds international shoppers in cash after they have validated their tax-free transaction at customs, but before Global Blue receives the VAT back from the merchants, which typically happens approximately 30 days after the VAT refund is collected. Global Blue typically pays the merchant a percentage of the transaction fee only after having received 100% of the VAT back from the merchant, approximately 100 days afterwards.

Where Global Blue invoices the tax authority directly for the VAT refund, it experiences no credit risk (as the counterparties are governments). Where Global Blue invoices the merchant, however, it is exposed to credit risk for a few days, since it refunds international shoppers first before invoicing the merchant. Nevertheless, given the high-quality credit profile of Global Blue’s portfolio of merchants, the associated credit risk and potential losses have historically been minimal. In addition, due to Global Blue’s simultaneous payables to merchants in relation to the transaction fees, its net exposure to credit risk is further limited.

While revenue does not significantly fluctuate throughout the year, Global Blue’s net working capital follows seasonal trends, since a significant part of its business serves the leisure segment of the travel industry, which is seasonal in nature. Global Blue’s net working capital increases as business volumes increase, and Global Blue’s net

Global Blue’s net working capital balance is composed of trade receivables, other current receivables and prepaid expenses, less trade payables, other current liabilities, accrued liabilities. Outlined below is the change in net working capital, as recognized in the cash flow statement.

Global Blue recorded a net working capital ~~inflow~~outflow of ~~EUR 19.8~~EUR47.1 million for the financial year ended March 31, 2022. The outflow observed reflects a reduction of payables in the first months of this financial year, including a payment to French tax authorities of EUR6.7 million as well as payments that were previously deferred due to the COVID-19 outbreak, and an increase in trade receivables especially in the summer of 2021, ~~compared~~as a result of the combination of traditional high season period and the gradual recovery of the COVID-19 outbreak impacts and more recently in March 2022, due to anthe substantial recovery of the international travel and consequently, increased VAT amounts were reimbursed to travelers.

Global Blue recorded a net working capital inflow of ~~EUR 89.0~~EUR19.8 million for the financial year ended March 31, ~~2020.~~2021. The inflow observed in the financial year ended March 31, 2021 reflects a continued unwinding of working capital up to May 2020, as the number of refunds to tourists reduced to very low levels but Global Blue continued to collect VAT from its merchants. After June 2020, the working capital inverted to a net outflow partially offsetting the earlier inflows as Global Blue had collected the bulk of the VAT from merchants but continued to pay the commissions ~~regarding~~in accordance with the revenue ~~sharing.~~sharing arrangements. The inflow of working capital for the financial year ended March 31, ~~2020~~2021 was not in line with the standard seasonality of working capital pattern, due to the fact that March 2020 was already heavily impacted by the COVID-19 outbreak and consequently the business was observing a sharp decline of cash refunds, but was still collecting the VAT from its merchants, leading to an unusual inflow of working capital for most of the financial year ended March 31, 2021 that was not offset by ~~the end of March 2020.~~seasonality peaks due to Covid-19 outbreak.

Global Blue recorded a net working capital inflow of ~~EUR 89.0~~EUR89.0 million for the financial year ended March 31, ~~2020, compared to an inflow of EUR 3.3 million for the financial year ended March 31, 2019. This change was primarily due to the reduction in volume witnessed during~~2020. During the last two months of the financial year ended March 31, 2020, a volume reduction was witnessed as a result of the COVID-19 outbreak. As mentioned above, when the business slows down, there is a cash inflow from short-dated VAT receivables from merchants and tax authorities for the full VAT associated with earlier refunded TFS transactions.

Global Blue defines capital expenditure as purchases of property, plant and equipment (such as machinery, equipment and computers) and intangible assets (such as trademarks, customer relationships and software).

Global Blue’s capital expenditure ~~reduced~~decreased by ~~EUR 16.5~~EUR0.5 million or ~~43.7%~~12.1% to EUR4.0 million for the financial year ended March 31, 2022 from EUR4.6 million for the financial year ended March 31, 2021. Of the EUR0.5 million decrease, EUR1.3 million related to reduced internally created capitalized software partially offset by an increase of EUR0.8 million related to property, plant and equipment.

Global Blue’s capital expenditure decreased by EUR8.5 million or 65.0%, to ~~EUR 21.2~~EUR4.6 million for the financial year ended March 31, 2021 from ~~EUR 37.7~~EUR13.0 million for the financial year ended March 31, 2020. Of the ~~EUR 16.5~~EUR8.5 million reduction, ~~EUR 12.4~~EUR4.4 million related to reduced investments in intangible assets and ~~EUR 4.1~~EUR4.1 million related to property, plant and equipment in line with the management’s initiatives to reduce expenditures amid the COVID-19 outbreak scenario.

We have made no material firm commitments with respect to our principal future investments.

On October 25, 2019, certain members of Global Blue entered into a facilities agreement (the “Facilities Agreement”) with, among others, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, BNP Paribas (Suisse) S.A., J.P. Morgan Securities PLC, Morgan Stanley Bank International Limited and Royal Bank of Canada, as mandated lead arrangers, and RBC Europe Limited, as agent. On January 14, 2020, the Facilities Agreement was amended and restated by an amendment letter entered into with, among others, BNP Paribas (Suisse) S.A., Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank International Limited, Royal Bank of Canada, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, Credit Suisse International and JPMorgan Chase Bank N.A., London branch, as amendment participating lenders, and RBC Europe Limited, as agent and security agent. The Facilities Agreement governs the EUR 630 million term loan facility (the “Term Loan Facility”) and the EUR 100 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). The Revolving Credit Facility includes a swingline sub-facility which allows up to EUR 20 million of the Revolving Credit Facility to be utilized by way of euro-denominated swingline loans. The Facilities are senior secured and governed by English law.

On August 28, 2020, Global Blue drew down EUR 630 million from the Term Loan Facility and EUR 99 million from the Revolving Credit Facility (see “Indebtedness”).

Global Blue has used the funds obtained by the Term Loan Facility, together with the available cash to the extent needed, to reimburse the principal amount and the interest accrued but not yet paid on is historic indebtedness, as well as to pay related fees, costs and expenses (including certain of those relating to the public listing in August 2020). The Revolving Credit Facility replaced the historic credit facility and is available, among others, to finance or refinance working capital and/or for general corporate purposes of Global Blue (see “Net Working Capital”).

In addition, an inter-creditor agreement governs the relationships between creditors under the Facilities Agreement. The Facilities are secured by certain collateral. See “Collateral” below.

The final repayment date for the Facilities Agreement is August 28, 2025.

The Facilities Agreement provides for each lender to require a cancellation of its commitments and a prepayment of its loans under the Facilities in the case of a change of control or a sale of all or substantially all of the businesses and assets of Global Blue to persons who are not members of Global Blue. A change of control will occur if any person or group of persons acting together who do not control Global Blue at such time acquire, directly or indirectly, beneficially more than 50% of the issued voting share capital of Global Blue other than certain permitted holders, including, among others, certain existing equity investors of Global Blue.

The Facilities Agreement also contains a standard mandatory prepayment provision in the event that it becomes illegal for a lender to fulfil any of its obligations under the Facilities Agreement. The Facilities Agreement also provides for voluntary prepayment of the Facilities at any time, with prior notice and without any prepayment penalty.

The Term Loan Facility provides for a variable interest rate, equal to EURIBOR for the period (with a zero floor) plus a spread of 2.75% per annum (the “TL Margin”), subject to mechanisms of increase or decrease depending on Global Blue’s leverage.

The Revolving Credit Facility provides for a variable interest rate to be paid on drawings, equal to EURIBOR for the period (with a zero floor) or, with reference to amounts used in currencies other than euro, to the LIBOR for the period (or other LIBOR replacement rate), plus a spread of 2.50% per annum (the “RCF Margin”), subject to mechanisms of increase or decrease depending on Global Blue’s leverage ratio.

Due to the zero floor on EURIBOR and the company’s expectation that interest rates will not increase significantly in the foreseeable future, no financial instruments have been employed to hedge the interest rate risks associated with the indebtedness under the Facilities Agreement.

The specific level of increase or decrease in the TL Margin and the RCF Margin, respectively, depending on the ~~Company’s~~Group’s leverage (i.e., the ratio between total net indebtedness and Consolidated Pro Forma EBITDA (see “Main undertakings” below)) is shown below:

As is customary for financing transactions of similar complexity and nature, the Facilities Agreement sets forth covenants which will restrict Global Blue to permitted activities and provide for general and specific information undertakings, which must be reported to the lenders, including, among others, with respect to: (i) annual and semi-annual reporting obligations; (ii) semi-annual compliance with a leverage ratio test starting on September 30, 2021 (defined as the ratio between total net indebtedness and Consolidated Pro Forma EBITDA and calculated on a rolling 12-month basis) not to exceed 5.00:1 on September 30, 2021 and March 31, 2022, 4.75:1 on September 30, 2022 and March 31, 2023, and 4.50:1 on September 30, 2023 and March 31, 2024, 4.25:1 on September 30, 2024 and March 31, 2025, 3.50:1 on September 30, 2025 and each financial half-year ending thereafter; (iii) prohibitions of substantial changes in the business of Global Blue; (iv) compliance with all applicable laws; (v) negative pledge obligations; (vi) prohibition to carry out disposals; (vii) incurrence of indebtedness by non-obligors; and (viii) prohibitions on undertaking any amalgamation, de-merger, merger or corporate reconstruction (other than the Business Combination).

However, on February 3, 2021, to preserve financial flexibility in light of the ongoing COVID-19 outbreak, Global Blue obtained a waiver from Facilities Agreement Lenders under the Facilities Agreement. The waiver provides revised terms with respect to the semi-annual total net leverage financial covenant under the Facilities Agreement. The financial covenant ~~will now instead~~was planned to be tested for the first time on September 30, 2022. In connection with the Facilities Agreement Lenders’ agreeing to the terms of the waiver, Global Blue agreed that for the Waiver Period, it shall maintain the Liquidity Condition. On October 4, 2021, the company obtained an extension of the waiver period so that the Financial Covenant will now be tested for the first time on March 31, 2023. The Liquidity Condition requires that liquidity (being the aggregate amount of cash and cash equivalents and the aggregate amount available to us on a committed or uncommitted basis for utilization under any facilities or other debt or equity financing) on the last day of each calendar month (or, if such day is not a business day, then on the next succeeding business day) shall not be less than ~~EUR 35,000,000.~~EUR35 million. The Liquidity Condition shall cease to apply if Global Blue’s

Consolidated Pro Forma EBITDA is economically equivalent to Adjusted EBITDA as defined in this Annual Report plus projected synergies and costs savings arising in connection with acquisitions, disposals and other group initiatives which may be added to Adjusted EBITDA by Global Blue under the terms of the Facilities Agreement.

In addition to the undertakings listed above, the Facilities Agreement provides for representations and warranties with respect to the business, assets, operations, financial condition and prospects of Global Blue and with respect to the Facilities Agreement and ancillary documents, including, among others: (i) the absence of litigation, arbitration and administrative proceedings; (ii) lack of misleading information provided to the lenders; (iii) the correctness and truthfulness of the financial statements; (iv) validity and incorporation of Global Blue; (v) validity and effectiveness of the obligations assumed pursuant to the Facilities Agreement and ancillary documents; (vi) absence of conflicts between the Facilities Agreement and ancillary documents and the constitutional documents, laws or other applicable obligations; (vii) absence of any filing requirements or stamp taxes payable in connection with the Facilities Agreement and ancillary documents; (viii) possession of the necessary powers and authorizations; (ix) choice of the applicable law; (x) absence of defaults; (xi) compliance with anti-corruption laws and sanctions; and (xii) pari passu ranking of the obligations deriving from the financial documents with any other unsecured and unsubordinated debt (present and future).

The Facilities are guaranteed by guarantees from Global Blue and certain other members of Global Blue, based on a guarantor coverage test. The undertakings of Global Blue and other guarantors pursuant to these guarantees are joint and several with the other financial counterparties of the Facilities Agreement (including, among others, the agent, the security agent, the mandated lead arrangers, and each of the lenders), to the extent legally permitted and operationally practical.

On December 18, 2020, in accordance with the provisions of the Facilities Agreement, the Facilities have been secured by pledges on the assets of certain material subsidiaries of Global Blue at the time of the implementation of the transaction security, to the extent legally permitted and operationally practical on a first priority basis.

The Facilities Agreement also sets forth, in line with market practice, a series of events of default, including, among others: (i) payment default of principal and interest; (ii) failure to comply with the semi-annual leverage ratio test described above; (iii) occurrence of certain insolvency events or the commencement of insolvency proceedings; (iv) untruthfulness of any of the representations and warranties in any material adverse respect; and (v) customary cross payment default and cross acceleration provisions.

The following table provides an overview of Global Blue’s interest-bearing loans and borrowings as of the dates indicated:

No loans were extended to members of the Board of Directors or outstanding during the period starting on April 1, ~~2020,~~2021, and ending on March 31, ~~2021.~~2022. No payments to former members of the Board of Directors in connection with their former role or which are not at arm’s length were made during and with respect to such period, and no severance payments to any member or former member of the Board of Directors were made during and with respect to such period. No payments to related parties of members of the Board of Directors were made during such period.

The members of the Board of Directors and their related parties, if any, held the following (vested and unvested) equity and equity-linked instruments as of March 31, ~~2021:~~2022:

RSAs awarded to Eric Strutz and Eric Meurice are not subject to performance conditions, and their vesting period is three years with 33% of the RSAs vesting on ~~November 12, 2021,~~March 5, 2022, 33% on ~~November 12,~~September 5, 2022, and 33% on ~~November 12,~~September 5, 2023.

For the period starting on April 1, ~~2020,~~2021, and ending on March 31, ~~2021,~~2022, the fixed and variable compensation of the members of the Executive Management was as follows (in EUR thousands, converted from other currencies as applicable at the average prevailing exchange rate over the reporting period):

The members of the Executive Management and their related parties, if any, held the following (vested and unvested) equity and equity-linked instruments as of March 31, ~~2021:~~2022:

50% of each tranche of the award is not subject to performance conditions, while the remaining 50% of each tranche is subject to meeting performance conditions in relation to total shareholder return (in absolute and relative terms) with a weight of 50%, and adjusted net income compound annual growth rate (“CAGR”) with a weight of 50%. As for the vesting period of the RSAs awarded in 2020, 37.5% of RSAs vested on March 5, 2022, 12.5% will vest on ~~February 15, 2022, 12.5% on August 15,~~September 5, 2022, 25% will vest on ~~August 15,~~September 5, 2023, and 25% will vest on ~~August 15,~~September 5, 2024.

There are no performance conditions, the exercise prices of the options are USD ~~8.5~~8.50 (for 32.5% of the total number of Options), USD ~~10.5~~10.50 (for 27.5% of the Options), USD ~~12.5~~12.50 (for 22.5% of the Options), and USD ~~14.5~~14.50 (for 17.5% of the Options)~~, and as for the expiration date,~~ of which 37.5% ~~of Options expire~~vested on ~~February 15,~~March 5, 2022, 12.5% will vest on ~~August 15,~~September 5, 2022, 25% will vest on ~~August 15,~~September 5, 2023, and 25% will vest on ~~August 15,~~September 5, 2024.

Our Board of Directors is required to consist of a minimum of 3 members and maximum of 9 members. In accordance with our Articles, each member of our Board of Directors is elected for a term of one year that expires at the end of the next ordinary General Meeting of Shareholders.

~~Although we~~We are a “controlled company” within the meaning of the NYSE ~~rules, at this time we have chosen not to avail ourselves of the exemptions from certain corporate governance requirements that are available to controlled companies.~~

The Board of Directors has set up a finance and audit committee (the “Finance and Audit Committee”) and a nomination and compensation committee (the “Nomination and Compensation ~~Committee”~~Committee��), which aim to strengthen and support the Company’s corporate governance structure.

Our Finance and Audit Committee consists of Eric Strutz and Eric Meurice. Mr. Strutz is chair of our Finance and Audit Committee.

Our Board of Directors has determined that each of Eric Strutz and Eric Meurice satisfies the “independence” requirement of Rule 10A-3 under the Exchange Act and NYSE listing standards. Our Board of Directors has also determined that Mr. Strutz qualifies as an “audit committee financial expert” as such term is defined in the rules of the SEC.

Our Finance and Audit Committee meets at least four times per year and assists the Board of Directors in monitoring the integrity of Global Blue’s financial statements, the external auditor’s qualification and independence, and the performance of Global Blue’s internal audit function and of the external auditor.

The primary functions of the audit committee include:

Our Nomination and Compensation Committee consists of Joseph Osnoss, Eric Strutz and Thomas W. Farley. Mr. Osnoss is chair of Nomination and Compensation Committee.

The primary functions of the Nomination and Compensation Committee include:

The Company has in place organizational regulations (the “Organizational Regulations”) which govern organizational matters relating to the Company, including but not limited to certain qualified majority matters which require the approval of a majority of the directors including (for so long as Globetrotter and Cayman Holdings together hold at least 25% of the voting rights in the Company) the vote of at least one director representing Globetrotter, such as certain share or convertible debt issuances and related party transactions, the number of members of the Board of Directors and amendments to the Organizational Regulations and Articles of Association.

Global Blue believes that the quality of Global Blue’s employees is key to providing Global Blue’s merchant partners with high-quality services and building long-term relationships with Global Blue’s merchant partners.

Global Blue has a structured, global performance management and talent development process in place that supports Global Blue’s staff in maximizing their performance and achieving their ambitions and lays the groundwork for promotion to Global Blue’s key positions.

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As of March 31, ~~2021,~~2022, Global Blue employed ~~1,314 FTEs~~1,411 Full Time Equivalents (“FTEs”) worldwide. The table below shows the number of FTEs per geographical division for the periods indicated:

As ~~described under “Operating Results” and in response~~of March 31, 2022 Global Blue FTEs increased by 97 or 7.4% to 1,411, from 1,314 as of March 31, 2021. The increase is related to the ~~COVID-19 pandemic,~~return of furloughed staff to full working hours and also by the need to hire for strategic positions.

Global Blue operates an annual target setting and appraisal cycle supported by clear guidelines for performance indicators and a calibration process that is aimed at monitoring development in fixed and variable pay, ensuring fairness and diversity amongst Global Blue’s employees. Global Blue has a bonus policy, aimed at incentivizing Global Blue’s employees to participate in the success of Global Blue’s business.

In order to safeguard the quality of the people Global Blue hires and Global Blue’s reputation, Global Blue applies strict pre-employment screening measures and use assessment tools in the selection process.

We believe that as of June 15, 2022, approximately 10 million ordinary shares were held of record by 6 persons with US addresses. Those ordinary shares represented 4.3% of the outstanding ordinary shares.

Unless otherwise indicated, we believe that all persons and entities named in the table below have sole voting and investment power with respect to ordinary shares beneficially owned by them.

Our Board of Directors has adopted a written related person transaction policy that requires that each specified related person transactions, and any material amendment or modification to such transactions, be reviewed and approved or ratified by the Board of Directors or the Finance and Audit Committee. For purposes of our policy, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, to which Global Blue or any of its subsidiaries, on the one hand, and any related person, on the other hand, were parties, which is material to Global Blue or the related person or that is unusual in its nature or conditions. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person generally includes enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Global Blue Group, unconsolidated enterprises in which Global Blue has a significant influence or which has significant influence over Global Blue; individuals owning, directly or indirectly, an interest in the voting power of Global Blue that gives them significant influence over the Global Blue Group, and close members of any such individual's family; Global Blue’s directors and senior management and close members of such individuals' families; and enterprises in which a

The Company also has in its Organizational Regulations procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time.

On September 7, 2020, the Company, Globetrotter and the Strategic Secondary 2020 PIPE Investor entered into the Relationship Agreement. Pursuant to the terms of the Relationship Agreement, Globetrotter has the right to designate for nomination to the Board of Directors three persons on behalf of itself, and the Strategic Secondary 2020 PIPE Investor has the right to designate for nomination to the Board of Directors one person on behalf of itself. Globetrotter’s board of directors appointment rights taper off as its shareholdings reduce, such that: (i) if the combined shareholdings of Globetrotter, funds affiliated with Partners Group and their affiliates (excluding the Company) (collectively, the “SL Entities”) falls below 20% of our ordinary shares and Series A Preferred Shares (collectively, the “Voting Shares”), Globetrotter shall be entitled to nominate two members to the Board of Directors on behalf of themselves; (ii) if the combined holdings of the SL Entities falls below 10% of Voting Shares, Globetrotter shall only be entitled to nominate one member to the Board of Directors; and (iii) if the combined holdings of the SL Entities falls below 5% of Voting Shares, Globetrotter shall no longer be entitled to nominate a member to the Board of Directors. These reductions in nomination rights with respect to the Board of Directors shall not apply to Globetrotter for the period of two years after the listing on the NYSE, other than the reduction listed in (i), where Globetrotter’s shareholding falls below 20% of Voting Shares. In connection with the foregoing appointment rights, Globetrotter has separately agreed with Partners Group to appoint for nomination to the Board of Directors a person designated by Partners Group as one of Globetrotter’s nominated members of the Board of Directors, for so long as Partners Group maintains a certain level of direct or indirect ownership interest in the Company. If the combined holdings of the Strategic Secondary 2020 PIPE Investor and its direct and indirect subsidiaries falls below 5% and/or any other conditions agreed upon between the Strategic Secondary 2020 PIPE Investor and the Company ceased to be satisfied, the Strategic Secondary 2020 PIPE Investor shall no longer have the right to nominate a member to the Board of Directors.

For such time as the nomination rights to the Board of Directors apply, Globetrotter shall be entitled to designate an observer of the Board of Directors. For such time as the nomination rights to the Board of Directors apply to Globetrotter, Globetrotter may appoint an advisor to attend meetings (without participating in decision-making or voting) of the Finance and Audit Committee.

Concurrently with the listing on the NYSE, certain shareholders of the Company became subject to a Shareholders Agreement regulating the relationship among and between such shareholders.

The parties agreed that, subject to certain exceptions and conditions set forth therein, Thomas W. Farley will not transfer the 2,223,363 ordinary shares ~~[out~~out of the 4,316,321 ordinary shares received by Far Point LLC in respect of shares in Far Point Acquisition Corp pursuant to the Merger and transferred to Thomas W. Farley and other member of his group at the time of the NYSE listing (the “Additional Founder Shares”)] for three years from the time of the NYSE listing, unless the prior written consent of Globetrotter is received (the “Lock-up”).

The Lock-up is subject to certain exceptions, and will not restrict the transfer of Additional Founder Shares where such transfer is, among others: (i) in connection with the acceptance of a public takeover offer, tender offer,

If Globetrotter or Cayman Holdings and/or their affiliates transfer any ordinary shares (other than to its respective affiliate, group member or investor in Globetrotter or Cayman Holdings) in a transaction that is not an SEC-registered offering pursuant to the Registration Rights Agreement, the transferor(s) shall ensure that Thomas W. Farley and other member of his group shall have the right to participate in respect of the proportion of his closing common shares then held as is equal to the proportion of ordinary shares (relative to its total holding of ordinary shares at the relevant time) as the transferor(s) propose to transfer for the same consideration per Additional Founder Shares and the Unrestricted Founder Shares (as defined below) (together, the “Closing Common Shares”) as being paid to the transferor(s) and on the same terms and conditions as apply to the proposed transfer; provided that Thomas W. Farley and other member of his group shall only be required to make representations as to itself and its ownership of our ordinary shares being sold, shall not be required to provide indemnification other than (x) as to his or its respective representations and/or (y) with respect to the Company and/or its subsidiaries, on a proportionate basis with the transferor(s) based on the number of ordinary shares being transferred, his or its indemnification shall be limited to the net proceeds from the sale of our ordinary shares, and he or it shall not be required to agree to any non-competition covenant or enter into any similar ancillary agreements (provided that he or it may be required to enter into shareholders’ or similar agreements, and/or a non-solicitation covenant, in each case on the same terms and conditions as apply to the transferor(s)) (The “Tag-Along Right”). The Tag-Along Right will not apply where Globetrotter or its affiliates exercise the Drag-Along Right (as defined below). If Globetrotter or Cayman Holdings and/or their affiliates transfer any ordinary shares (other than to its respective affiliate, group member or investor in Globetrotter or Cayman Holdings) in a transaction that is an SEC-registered offering pursuant to the Registration Rights Agreement, Globetrotter shall release from the Lock-up such number of the Additional Founder Shares determined in accordance with the sixth paragraph of this sub-section to enable Thomas W. Farley and any other member of his group to exercise his participation rights under the Registration Rights Agreement in respect of the same mix of Unrestricted Founder Shares and Additional Founder Shares had the Tag-Along Right applied.

If Globetrotter or an affiliate (which shall include Cayman Holdings for so long as it is controlled by SL Globetrotter GP, Ltd. or an affiliate of Globetrotter) proposes to effect a transfer of ordinary shares (other than to its respective affiliate, group member or investor in Globetrotter or Cayman Holdings), the transferor(s) will have the right to require Thomas W. Farley and the other members of his group to transfer (where practicable as part of the same transaction) the proportion of the Closing Common Shares then held as is equal to the proportion of ordinary shares (relative to its total holding of ordinary shares at the relevant time) as the transferor(s) propose to transfer for the same consideration per Closing Common Share as being paid to the transferor(s) and, where part of the same transaction, on the same terms and conditions as apply to the proposed transfer by the transferor(s); provided, that Thomas W. Farley and any such other member of his group shall only be required to make representations as to itself and its ownership of our ordinary shares being sold, shall not be required to provide indemnification other than (x) as to his or its respective representations and/or (y) with respect to the Company and/or its subsidiaries, on a proportionate basis with the transferor(s) based on the number of ordinary shares being transferred, his or its indemnification shall be limited to the net proceeds from the sale of our ordinary shares, and he or it shall not be

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Thomas W. Farley and his group shall not have rights or obligations under the Shareholders Agreement to participate in any transfer to or with any 2020 PIPE investor or any affiliate of any 2020 PIPE investor to the extent such transfer arises out of or is in connection with any share purchase and contribution agreement with any 2020 PIPE investor (including any actual or alleged breach of any share purchase and contribution agreement with any 2020 PIPE investor or any settlement or compromise in connection therewith, or any changes to the terms thereof).

The Shareholders Agreement also includes a voting agreement by the shareholders to vote for directors nominated for appointment by Globetrotter and to give effect to the terms of the Series A Preferred Shares.

The Shareholders Agreement is subject to the laws of Delaware. Any disputes arising out of or relating to the Shareholders Agreement shall be subject to the jurisdiction of the Court of Chancery of the State of Delaware.

The Management Shareholders Agreement provides for, among other matters: (i) the calculation of the entitlements of the Management Sellers to receive shares in Global Blue Group AG as part of the Management Roll-up; (ii) once such shares in Global Blue Group AG are exchanged for cash and Voting Shares (pursuant to the Merger Agreement), restrictions on the managers’ ability to transfer the Voting Shares issued to them, except in specified circumstances (such as if it is in the context of a manager leaving the employment of Global Blue); (iii) the managers’ rights to sell a proportion of their Voting Shares alongside Globetrotter when Globetrotter sells Voting Shares, in each case subject to certain qualifications and exceptions; (iv) the repurchase of Voting Shares from managers who cease to be employees in circumstances where they are deemed to be “bad leavers”; and (v) undertakings from each manager to maintain the confidentiality of certain information and not to compete with the

At the time of the NYSE listing, the Company entered into a Conversion Agreement with, amongst others, Cayman Holdings and Globetrotter to govern the issuance and delivery of ordinary shares in exchange for Series A Preferred Shares from the holders of Series A Preferred ~~Shares.~~Shares (the “Series A Conversion Agreement”). The holders of Series A Preferred Shares are entitled to receive a preferred dividend in accordance with the Articles of Association.

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The Series A Conversion Agreement sets out a mechanism by which, among other, a holder of Series A Preferred Shares may exercise a put option with respect to all or part of such holder’s Series A Preferred Shares in a cashless exchange for delivery of ordinary shares and a mechanism by which the Company may exercise a call option with respect to all or part of a holder’s Series A Preferred Shares in a cashless exchange for delivery of ordinary shares. The call option is subject to certain conditions: the holder is not restricted from making a transfer at the time of conversion, the conversion does not take place during a blackout period, and the value of our ordinary shares based on daily dollar volume-weighted average price for 30 trading days prior to conversion equals or exceeds $18.00. The Series A Conversion Agreement also sets out a mechanism by which the Company may redeem some or all of the Series A Preferred Shares following the fifth anniversary from the date of the NYSE listing; provided, that no put option or call option has been exercised in respect of the relevant Series A Preferred Shares, the value of each Series A Preferred Share on an as-converted basis based on daily dollar volume-weighted average price for 30 trading days prior to conversion equals or exceeds $10.00, and certain other conditions are met.

The Company agrees, subject to applicable Swiss laws, to use reasonable best efforts to take all actions required to maintain and reserved at all times a number of ordinary shares in the Company’s treasury sufficient from time to time to permit the issuance and delivery of such number of ordinary shares as may be required to consummate the conversions. The Company agrees to use reasonable best efforts to take all actions required to maintain and reserve at all times sufficient authorized share capital to permit the issuance and delivery of ordinary shares in connection the consummation of a conversion, including by proposing to increase the authorized share capital concurrently with any upward adjustment of the number of ordinary shares issuable in connection with a conversion. If the Company intends to incur or increase indebtedness and: (i) such indebtedness would result in the ratio of Global Blue’s indebtedness to EBITDA being greater than five; and (ii) at the time of the proposed increase of such indebtedness there would be at least €25,000,000 of Series A Preferred Shares outstanding, the proposed increase will require the prior written approval of the holders of a majority of the Series A Preferred Shares prior to such increase.

The Series A Conversion Agreement is governed by the laws of Delaware. Any dispute arising out of or relating to the Series A Conversion Agreement is subject to arbitration in Zurich, Switzerland, in accordance with the Rules of Arbitration of the International Chamber of Commerce.

In connection with the issuance of 21,176,470 Series B Preferred Shares and 8,587,786 common shares of the Company to the CK Investor, the Company entered into a Conversion Agreement with the CK Investor to govern the issuance and delivery of ordinary shares in exchange for Series B Preferred Shares from the holders of Series B Preferred Shares (the “Series B Conversion Agreement”). The holders of Series B Preferred Shares are entitled to receive a 5% annual preferred dividend in accordance with the Articles of Association, subject to certain requirements. See Exhibit 2.5

The Series B Conversion Agreement sets the conversion ratio of ordinary shares to be received in exchange for Series B Preferred Shares as one-for-one, subject to certain adjustments. If the number of outstanding ordinary shares is increased by a split-up of ordinary shares or other similar event, the number of ordinary shares issuable on the exchange of each Series B Preferred Shares is increased in proportion to such increase in the outstanding ordinary shares. If the number of outstanding ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of ordinary shares or other similar event, the number of ordinary shares issuable on the exchange of each Series B Preferred Shares is decreased in proportion to such increase in the outstanding ordinary shares. If an adjustment results in a holder being entitled to receive a fractional interest in an ordinary share upon the exercise of a Series B Preferred Share, the number of ordinary shares to be issued to such holder upon such exchange is rounded to the nearest whole number.

The Series B Conversion Agreement sets out a mechanism by which, among others, a holder of Series B Preferred Shares may exercise a conversion option on or after December 13, 2022 with respect to all or part of such holder’s Series B Preferred Shares in a cashless exchange for delivery of ordinary shares and a mechanism by which the Company may exercise a call option with respect to all or part of a holder’s Series B Preferred Shares in either a cashless exchange for delivery of ordinary shares or, on or after June 13, 2027 or upon entrance into a binding agreement that would result in a change of control and subject to certain conditions, for cash at a redemption price of par. In addition, on or after June 13, 2023, the Company may force a holder of Series B Preferred Shares to convert some or all of such holder’s Series B Preferred Shares at the then current conversion ratio if the daily volume-weighted average price of the Common Shares for each trading day of the prior 40 consecutive trading days (the “Daily VWAP”) is at least 130% of the initial purchase price. In addition, the Company may also force a holder of Series B Preferred Shares to convert some or all of such holder’s Series B Preferred Shares at the then current conversion ratio upon entrance into a binding agreement that would result in a change of control, if the purchase price in such change of control transaction values the Series B Preferred Shares to be force converted at a per share price that is equal to or greater than the initial purchase price. If such Daily VWAP or change of control price condition, as applicable, is not met, the Company may still elect to force a holder to convert some or all of such holder’s Series B Preferred Shares if the Company delivers additional common shares to the holder that would result in the holder receiving equivalent economic value as if such condition had been met.

The Company agrees, subject to applicable Swiss laws, to use reasonable best efforts to take all actions required to maintain and reserved at all times a number of ordinary shares in the Company’s treasury sufficient from time to time to permit the issuance and delivery of such number of ordinary shares as may be required to consummate the conversions. The Company agrees to use reasonable best efforts to take all actions required to maintain and reserve at all times sufficient authorized share capital to permit the issuance and delivery of ordinary shares in connection the consummation of a conversion, including by proposing to increase the authorized share capital concurrently with any upward adjustment of the number of ordinary shares issuable in connection with a conversion.

The Series B Conversion Agreement is governed by the laws of Delaware. Any dispute arising out of or relating to the Series B Conversion Agreement is subject to arbitration in Zurich, Switzerland, in accordance with the Rules of Arbitration of the International Chamber of Commerce.

The Investment Agreement entered into by the Company and the CK Investor provides the CK Investor with the right to propose one director for election and one non-voting observer to the Company’s board, so long as the CK

At the time of the NYSE listing, the Company, Third Point, the Seller Parties and certain other parties thereto, including Thomas W. Farley, entered into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company has agreed to file a shelf-registration statement within 45 days of the date of the NYSE listing, subject to the ability to delay such filing under certain circumstances. ~~The registration statement represents such shelf registration statement.~~ Globetrotter and its affiliates and Third Point (collectively, the “Demand Shareholders”) are entitled from time-to-time to deliver to the Company take-down notices under the shelf registration statement stating their intent to sell Registrable Shares (including shares held by the Escrow Agent (as defined in the Registration Rights Agreement) on behalf of Management Sellers) in an underwritten offering, which

The Company and the CK Investor have entered into a registration rights agreement (the “CK Opportunities Registration Rights Agreement”), pursuant to which the Company has agreed to file a shelf registration statement and shall use its reasonable best efforts to have such shelf registration statement declared effective by December 13. 2022, subject to the ability to delay such filing under certain circumstances. CK Investor is entitled, on or after the earlier of (i) June 13, 2025 and (ii) the date on which Silver Lake has transferred more than 50% of its equity interests held as of the date of the CK Opportunities Registration Rights Agreement, to deliver to the Company take-down notices under the shelf registration statement stating their intent to sell Registrable Securities, subject to certain limitations. Under the CK Opportunities Registration Rights Agreement, the Company will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arises from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify the Company and certain persons or entities related to the Company, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

On July 13, 2020, Globetrotter issued the Waiver Letter (on behalf of itself, Global Blue and the Seller Parties) to Far Point Acquisition Corp in connection with the transactions contemplated by the Merger Agreement, whereby, among others, Globetrotter committed (on behalf of itself and the Seller Parties) after the time of the NYSE listing to

On the terms and conditions of a loan agreement dated September 30, 2020, Globetrotter and Cayman Holdings ~~will make~~has made available to Global Blue the Supplemental Liquidity Facility to ensure access to additional liquidity and/or provide an “EBITDA-based cure” for the financial covenants of the Facilities Agreement. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Banking Facilities and Loans—Supplemental Liquidity Facility.”

On September 30, 2020, Globetrotter and Cayman Holdings entered into a side letter (the “Side Letter”), whereby they confirmed, among others, that “actual liquidity needs of the Group” (as referred to under clause 5(a)(ii) of the loan agreement) may include (to the extent the Company does not itself otherwise have access to the needed liquidity to satisfy the indemnification obligations) indemnification obligations of the Company in favor of directors under the Company’s indemnification policies from time to time in effect in an aggregate amount up to $10 million, and that they will not object to a drawdown of a loan under the Supplemental Liquidity Facility for such purpose in such amount if the Company has such a liquidity need. The Side Letter was given for the benefit of each director of the Company during the period a loan may be drawn down under the Supplemental Liquidity Facility and shall terminate immediately at such time as the Company has first obtained a directors’ and officers’ liability insurance policy which covers (a) any public offering of securities issued by any company or outside entity, or (b) the purchase or sale of any publicly traded securities for which the company is subject to the Exchange Act. The Company countersigned the Side Letter on September 30, 2020, following which date it committed itself to use reasonable endeavors to obtain directors’ and officers’ liability insurance on commercially reasonable terms as soon as is reasonably practicable.

From time to time we may become involved in legal proceedings that arise in the ordinary course of business. During the period covered by the financial statements contained herein, we have not been a party to or paid any damages in connection with litigation that has had a material adverse effect on our financial position, with the only exception being that no assurance can be given that future litigation will not have a material adverse effect on our

In February 2013, a whistleblower alerted Global Blue to some tax free forms which were stamped with fake customs validation stamps with a suspicion that they were perpetrated by internal fraud in Portugal. Global Blue carried out an internal investigation and found that, in collaboration with some fraudulent merchants, a number of members of the Global Blue team in Portugal (all of whom were subsequently dismissed as a result) had been using a fake customs validation stamp between 2010 and 2013 to enable fraudulent payments to be made to them. The practice carried out by the fraudulent employees involved them adding their own (or a relatives) bank account details or those of the fraudulent merchants to tax free forms, following which a fake customs validation stamp was added and the payment processed through Global Blue’s payment systems. There were also a limited number of fraudulent merchants who were an active party in the fraud. Following Global Blue’s investigation in 2013, Global Blue notified the Portuguese Tax Authority with the findings of the internal investigation.

On March 25, 2021, the Portuguese Tax Authority concluded their own investigation as part of criminal proceedings relating to this matter. The Portuguese Tax Authority deems that all parties involved, Global Blue, the fraudulent employees and merchants, be severally liable for all sums involved. The sums are principally the VAT that was reclaimed from the Portuguese Tax Authority in respect of the fraudulent transactions. The Portuguese Tax Authority have requested a compensation claim for EUR 837 thousands. Global Blue does not contest the VAT reclaimed from the Portuguese Tax Authorities in connection with the fraudulent transactions should be repaid. However, it believes that the proportion of that sum that was unknowingly paid by Global Blue to the fraudulent ex-employees and merchants should be reclaimed from them directly (which amounts to approximately EUR 300 thousands). As of the end of December 2020, Global Blue had a provision of EUR 722 thousands, but the provision

The Company, FPAC and certain PIPE investors entered into share subscription agreements pursuant to and on the terms and subject to the conditions of which the PIPE investors committed to subscribe for and purchase, concurrently with the Closing, in the aggregate, 12,500,000 ordinary shares for $10.00 per share or an aggregate purchase price of $125 million.

Certain of the PIPE investors who had committed to subscribe for in aggregate $110 million of our ordinary shares did not consummate their subscriptions, alleging the failure of certain closing conditions in their share subscription agreements to be satisfied. As previously disclosed, the Company and Globetrotter commenced litigation with each of such investors for breach of contract. In May 2021, a settlement was reached with PIPE investors who had committed $10m of the aggregate amount and not funded. ~~Litigation continues~~In March 2022, the litigation was settled with all the other PIPE ~~investors.~~investors, with all settlement proceeds being paid to the Globetrotter entities.

On April 19, 2021, Refundit Ltd made a complaint to the European Commission alleging breaches of EU competition regulations relating to abuse of a dominant position.

The European Commission are in a phase known as a “preliminary investigation” where they must gather information in respect of a complaint to assess whether it will open a formal investigation or elect not to proceed further. Therefore the European Commission has asked Global Blue, as well as others in the VAT refund industry, to comment on the complaint and followed this up with a number of requests for information to Global Blue. Global Blue has fully co-operated with these requests. There is no formal timetable by which the European Commission must conclude the “preliminary investigation”.

While Global Blue refutes all allegations made by Refundit Ltd., the European Commission could decide to initiate formal proceedings to investigate the matter further which could result in remediation actions being imposed on Global Blue or possible fines. Such remediation action or fines, if levied, may be material.

The French tax authorities opened a tax audit in October 2016 regarding Global Blue France SAS (“Global Blue France”) for the financial years ended March 31, 2014, 2015 and 2016 with respect to all taxes. The tax audit was focused on Global Blue’s VAT refund business, operating transfer pricing policy, IT systems and interest rates on cash pool balances. In December 2018, the French tax authorities issued a notice of assessment to Global Blue France for the financial year ended March 31, 2014 related to VAT findings for an amount of EUR 6.5 million. The VAT findings ~~relate~~related to certain missing information on tax-free forms which ~~are~~were mandatory according to VAT refund regulation in France. As a consequence, the VAT exemption claimed by Global Blue France in relation to these forms was denied by the French tax authorities. An accrued liability of EUR 10 million to cover these amounts was booked in Global Blue’s accounts as of March 31, 2018.

The payment of any cash dividends will be dependent upon the revenue, earnings and financial condition of Global Blue from time to time. The payment of any dividends will be within the discretion of the Board of Directors. Other than as disclosed elsewhere in this Annual Report, we currently expect to retain all future earnings for use in the operation and expansion of our business and do not plan to pay any dividends on our ordinary shares in the near future. The declaration and payment of any dividends in the future will be determined by the Board of Directors in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition, applicable law and contractual restrictions.

Our ordinary shares have been listed on the New York Stock Exchange under the symbol “GB” since August 28, 2020. Prior to that date, there was no public trading market for our ordinary shares. We became a publicly traded company through a merger with Far Point Acquisition Corporation.

There are no Swiss governmental laws, decrees or regulations that affect, in a manner material to Global Blue, the export or import of capital, including the availability of cash and cash equivalents for use by Global Blue, or any foreign exchange controls that affect the remittance of dividends, interest or other payments to non-residents or non-citizens of Switzerland who hold Global Blue securities.

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Capital gains realized on the sale of ordinary shares are not subject to Swiss withholding tax (other than in case of a sale to the Company (i) for cancellation, (ii) if the total of repurchased shares exceeds 10% of the Company’s share capital or (iii) if the repurchased ordinary shares are not resold within the applicable time period after the

For a holder who holds ordinary shares as part of a trade or business conducted in Switzerland, dividends and other distributions, including capital repayments or distributions out of capital contribution reserves, made or paid by the Company on ordinary shares, and capital gains or losses realized on the sale of ordinary shares are included in (or deducted from) taxable income in the relevant taxation period for purposes of Swiss federal, cantonal and communal

A Swiss corporation or co-operative, or a non-Swiss corporation or a non-Swiss co-operative holding ordinary shares as part of a Swiss permanent establishment, may benefit from relief from Swiss taxation of the dividends or other distributions, including capital repayments or distributions out of capital contribution reserves, by way of a participation deduction (Beteiligungsabzug) if our ordinary shares held at the time of the dividend or other distribution have a market value of at least CHF 1 million.

Based on such multilateral agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland collects and exchanges data in respect of financial assets, which may include ordinary shares, held in, and income derived thereon and credited to, accounts or deposits with a paying agent in Switzerland for the benefit of individuals resident in an EU Member State or in a treaty state. Switzerland has signed and is expected to sign further bilateral or multilateral AEOI in tax matter agreements with other countries. Certain of these agreements entered into force on January 1, 2020, or will enter into force at a later date.

On October 8, 2014, the Swiss Federal Council approved a mandate for negotiations with the U.S. on changing the current direct notification-based regime to a regime where the relevant information is sent to the Swiss Federal Tax Administration, which in turn provides the information to the U.S. tax authorities.

We do not currently expect the Company to be treated as a PFIC for the current taxable year or for foreseeable future taxable years. This conclusion is a factual determination, however, that must be made annually at the close of each taxable year and, thus, is subject to change. There can be no assurance that the Company will not be treated as a PFIC for any taxable year.

If the Company were to be treated as a PFIC, U.S. Holders holding the ordinary shares could be subject to certain adverse U.S. federal income tax consequences with respect to gain realized on a taxable disposition of such ordinary shares (or shares of any of the Company’s subsidiaries that are PFICs) and certain distributions received on such ordinary shares (or shares of any of the Company’s subsidiaries that are PFICs). Certain elections (including a mark-to-market election) may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to their investment in the Company.

Distributions in excess of such earnings and profits generally will be applied against and reduce the U.S. Holder’s basis in such holder’s shares (but not below zero), and any excess will be treated as gain from the sale or exchange of such ordinary shares as described below under “—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of the Ordinary Shares.” It is not expected that the Company will determine earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. Holders should expect that a distribution will generally be treated as a dividend.

Any dividends received by a U.S. Holder (including any withheld taxes) will be includable in such U.S. Holder’s gross income as ordinary income on the day actually or constructively received by such U.S. Holder.

Such dividends received by a non-corporate U.S. Holder will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate U.S. Holders, certain dividends received from a “qualified foreign corporation” may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that

Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from the Company if it is a PFIC in the taxable year in which such dividends are paid or in the preceding taxable year (see “—Passive Foreign Investment Company Rules” above).

The amount of any dividend paid in euros will equal the U.S. dollar value of the euros received calculated by reference to the exchange rate in effect on the date the dividend is received by a U.S. Holder, regardless of whether the euros are converted into U.S. dollars. If the euros received as a dividend are converted into U.S. dollars on the

Subject to the PFIC rules discussed above, upon a sale or other taxable disposition of the ordinary shares (other than pursuant to a conversion described below), a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the ordinary shares.

Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S.

Dividend payments with respect to the ordinary shares and proceeds from the sale, exchange, or other disposition of the ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

We are required to file or furnish reports and other information with the SEC under the Exchange Act and regulations under that act. As a foreign private issuer, we are exempt from the rules under the Exchange Act

Our website is www.globalblue.com. We make available, free of charge, on our website our Annual Reports on Form 20-F, Reports on Form 6-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 20-F.

In addition, the SEC maintains an internet site at www.sec. gov that contains reports and other information regarding issuers that file electronically with the SEC.

Part of Global Blue’s existing and future debt and borrowings carry, or may carry, floating interest rates, including floating interest rates linked to EURIBOR or similar “benchmark” interest rates. As of March 31, ~~2021,~~2022, all of Global Blue’s interest-bearing loans carried floating interest rates. As of March 31, ~~2021,~~2022, none of these loans were covered by interest rate swaps as the floating rate was below the minimum interest rate floor of 0%, which will also apply to borrowings under the Facilities. Adverse fluctuations and increases in interest rates, to the extent that they are not hedged, could have a material adverse effect on Global Blue’s cash flow and financing costs and, consequently, on Global Blue’s business, results of operations and financial condition. In addition, LIBOR and other “benchmark” interest rates are currently the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform, which may cause such “benchmarks” to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could result in an increase of the interest payable on any of Global Blue’s debt linked to such a “benchmark.”

Global Blue’s activities are exposed to a variety of financial risks such as market risk (including currency risk and interest rate risk), credit risk and liquidity risk. To minimize the impact of potential adverse effects of market volatility on financial performance, Global Blue hedges certain market risks via derivative contracts.

For further details, see note 4 (“Financial risk management”) to the audited consolidated financial statements of Global Blue as of and for the financial year ended March 31, ~~2021~~2022 contained in this Annual Report.

Our interest rate risk arises from our long-term borrowings at floating interest rates. All our borrowings are subject to base interest rates plus a margin. As of March 31, ~~2021,~~2022, we had EUR ~~630.0~~8.8 million of long-term floating rate debt outstanding (principal value), consisting of borrowings under the Term Loan Facilities for which the base

The following table demonstrates the sensitivity to a change in interest rates on Global Blue’s floating rate indebtedness, relative to the rate at the end of each period. Global Blue’s profit before tax is affected through the impact on floating rate borrowings as noted below:

Global Blue believes that a movement in interest rates of 100 basis points gives a reasonable measure of Global Blue’s sensitivity to interest rate risk. The table above demonstrates the sensitivity to a possible change in interest rates, with all other variables held constant, on Global Blue’s profit before tax expressed on annual terms. ~~The above table does not include the EUR 99.0 million drawn under the revolving credit facility.~~

Global Blue is exposed to foreign exchange risk. There are transactional and translation risks that arise from Global Blue’s global presence, as well as commercial risks due to changes in relative foreign exchange rates between international shopper origin and destination currencies, which affect the competitiveness of different currency zones toward inbound international shoppers. Transactional risks arise mainly from intercompany funding and intercompany trade payables and receivables in currencies different from the functional currency of the unit.

Global Blue actively manages transactional foreign exchange risk by entering into foreign exchange derivative contracts. Such hedging includes the use of short-term ordinary derivative products, which are entered into only for non-speculative purposes. As of March 31, ~~2021,~~2022, Global Blue had unhedged transactional foreign exchange risks of EUR ~~13.5~~33.9 million spread across 2932 currencies, the largest being the ~~Moroccan Dirham~~Swedish Krona (EUR ~~4.1~~17 million). As of March 31, ~~2021,~~2022, including the effect of hedges, if currency rates on the major currencies had been 2% higher or lower, and with all other variables held constant, pre-tax profit for the twelve months ended March 31, ~~2021~~2022 would have been EUR ~~0.1~~0.7 million lower or higher.

Global Blue is exposed to translation risk because its group consolidated reporting currency is the euro, hence fluctuations in foreign exchange rates impact the consolidation into euro of foreign currency-denominated assets, liabilities and earnings.

The impact of commercial risks due to changes in foreign exchange rates is mitigated by Global Blue’s global diversification. In addition, the fact that Global Blue operates in many currency zones provides, to some extent, a natural hedge in that changes in travel destinations need not result in an overall loss of business, as long as Global Blue is present in alternative destination markets for international shoppers.

Financing risk is the exposure to financial market forces that may change Global Blue’s ability for debt to be re-financed should it not be repaid by its maturity date, resulting in illiquidity and payment obligations potentially

We maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ~~provide reasonable assurance~~ensure that information required to be disclosed in the Company’s reports under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.

Based on such evaluation, management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as a result of the material ~~weaknesses~~weakness in our internal control over financial reporting described in “Section B. Management’s Annual Report on Internal Control over Financial Reporting” below, our disclosure controls and procedures were not effective as of March 31, ~~2021.~~2022.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, a company’s chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS accounting standards and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS accounting standards, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

~~Newly~~Based on such evaluation, management, including our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness in our internal control over financial reporting described below, our internal control over financial reporting was not effective as of March 31, 2022.

Our management excluded the operations of Yocuda, a subsidiary acquired in September 2021, from its assessment of internal control over financial reporting, as of March 31, 2022. Yocuda’s total assets and total revenue represent less than 1%, respectively, of the related Consolidated Financial Statements amounts as of and for the year ended March 31, 2022.

As previously disclosed in our Amendment No. 1 to Form 20-F filed on December 7, 2021, that amended our Annual Report on Form 20-F for the year ended March 31, 2021 (“2021 20-F/A”), management determined that there iswas a material weakness in internal control over financial reporting ~~as of March 31, 2021~~ as we did not maintain an effective control environment due to a lack of a sufficient complement of personnel with an appropriate level of knowledge, experience and training commensurate with our financial reporting ~~requirements.~~requirements, causing a lack of formalization of controls. This material weakness could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Global Blue has taken, and continues to take, steps to remediate this material weakness and to strengthen its control environment. The steps taken during the current year included (i) engaging external third parties to assist with the effective operation of our enhanced internal control framework, (ii) carrying out regular and continuous internal control and financial reporting training programs for our accounting and financial reporting personnel and (iii) hiring more qualified personnel to strengthen the financial reporting function and to improve the financial and systems control framework.

Although we have taken the foregoing steps, as of March 31, 2022, we were still in the process of implementing and operating effectively our internal control system. The initiatives we are implementing to remediate the material weakness are subject to continued management review and testing. We believe these measures will remediate the control deficiencies.

In light of the above, and although we believe that we have made significant progress in relation to this material weakness, we do not consider this material weakness to have been remediated as of March 31, 2022 as we have not completed all of the corrective processes, procedures and related remediation including ensuring that all necessary controls have been implemented and have operated effectively for a sufficient period of time.

Notwithstanding such a material weakness, our Chief Executive Officer and Chief Financial Officer have concluded that our consolidated financial statements in this annual report on Form 20-F present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with International Financial Reporting Standards.

~~Global Blue has taken steps during~~The process of implementing and operating an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the ~~current year~~economic and regulatory environments and to ~~strengthen~~expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. Additional time is required to complete implementation as well as to assess and ensure the sustainability of these procedures. We believe that the actions we take will be effective in remediating the material weakness described above and we will continue to devote significant time and attention to these remediation efforts. As we continue to evaluate and take actions to improve our internal control over financial reporting, ~~so as~~we may take additional actions to ~~be in a position to comply with the applicable requirements of Section 404~~address control deficiencies or modify certain of the Sarbanes-Oxley Act (“SOX”) upon expiration of the transition period available to newly public companies under SEC rules. These steps included (i) engaging external third parties to assist with the implementation of our enhanced internal control framework, (ii)remediation measures described above.

As previously disclosed in our ~~Registration Statement on Form F-4 (File No. 333-236581),~~2021 20-F/A, Global Blue identified an error related to a €1.6 million goodwill impairment charge unduly recorded in the period ending March 31, 2020 associated with the Refund Suisse business, an acquisition completed in September 2018. Additionally, Global Blue identified an error related to the calculation of its estimated trade receivables loss allowance in the period ending March 31, 2020, of €0.9 million. Both of these errors were corrected in our March 31, 2020 restated audited consolidated financial statements.

~~Management~~As of March 31, 2020, management determined that there were two material weaknesses, which arose from a lack of effective controls to ensure that accounting policies were appropriately applied to the assessment of the impairment of non-financial assets and estimated trade receivables loss allowance. Specifically, despite accounting policies being in place, there were insufficient procedures and controls to ensure that the policies were appropriately implemented and that there was proper internal review.

Global Blue has taken steps, and continues to take steps, to remediate these material weaknesses and to enhance its overall control environment, including implementing changes in its internal control over financial reporting with regard to complex accounting matters including impairments of non-financial assets and the assessment of the estimated trade receivables loss allowance through implementing additional review procedures with its Chief Financial Officer.

~~While significant progress has been made~~During the fiscal year ended March 31, 2022, Global Blue took steps to ~~enhance~~remediate these material weaknesses, including (i) designing and implementing a new control over the estimated trade receivables loss allowance, (ii) revising the design of our existing controls over impairments of non-financial assets and (iii) testing the operational effectiveness of these changes to our internal control over financial ~~reporting, we are still in~~reporting.

After evaluating the process of implementing, documenting and testing these processes, procedures and controls. The process of implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our businessremediation actions and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. Additional time is required to complete implementation as well as to assess and ensure the sustainability of these procedures. We believe these actions will be effective in remediating thenew or revised internal controls mentioned above, we consider those two material weaknesses ~~described above and we will continue~~ to ~~devote significant time and attention to these remediation efforts. However, the material weaknesses cannot be considered~~have been remediated ~~until the applicable controls operate for a sufficient period~~as of time and management has concluded, through testing, that these controls are operating effectively. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to address control deficiencies or modify certain of the remediation measures described above.

This ~~annual report~~Annual Report does not include an attestation report of our independent registered public accounting firm ~~due to a transition period established by rules of the SEC~~regarding internal control over financial reporting as such report is not required for ~~newly public~~emerging growth companies.

Our Board of Directors determined that Eric Strutz is an “audit committee financial expert” as defined in Item 16A of Form 20-F under the Exchange Act. Our Board of Directors has also determined that Mr. Strutz satisfies the “independence” requirements set forth in Rule 10A-3 under the Exchange Act and NYSE listing standards.

Our Board of Directors has adopted a written Code of Business Conduct and Ethics (the “Code of Conduct”), which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as insider trading and anti-money laundering standards, and applies to all our directors, officers and other employees.

The Code of Conduct is publicly available under the “Governance” section of our investor relations website at www.globalblue.com. We intend to promptly disclose to our shareholders, if required by applicable laws or stock exchange requirements, any amendments to or waivers from the Code applicable to our directors or officers by posting such information on our website. The information on our website is not incorporated by reference into this annual report.

The following table sets forth the amount of audit fees, audit-related fees, tax fees and all other fees billed or expected to be billed in aggregate by PricewaterhouseCoopers SA and any other member firm of PricewaterhouseCoopers International Limited that rendered audit and related services to the Company:

Audit fees reflects professional services rendered regarding statutory audits of the Company and its subsidiaries and audits of annual consolidated financial statements. ~~The~~For the financial year ended March 31, 2021 the audit fees also included services rendered as part of the finalized exit process, which included: review of interim financial statements and assistance with registration statements.

All other fees include fees billed for products and services other than as reported above.

During the fiscal period ended March 31, ~~2021~~2022 no purchases of our equity securities were made by or on behalf of the Company or any affiliated purchaser.

As a foreign private issuer, we are permitted under NYSE rules to follow the corporate governance practices of our home country, Switzerland, instead of most of the NYSE’s corporate governance requirements. We follow home country corporate governance practices instead of nearly all of the NYSE’s corporate governance requirements, as described in more detail below.

The accompanying notes are an integral part of these audited consolidated financial statements.

Global Blue Group Holding AG (‘the Company’ ~~or ‘Global Blue’~~) and its subsidiaries (together ‘the Group’ or ‘Global Blue’) provide technology-enabled transaction processing services for merchants, banks, acquirers, governments and travelers. The Group has operating subsidiaries around the world.

On August 28, 2020 Global Blue became a publicly traded company on the New York Stock Exchange through a merger with Far Point Acquisition Corporation (NYSE: FPAC), a special purpose acquisition company co-sponsored by the institutional asset manager Third Point LLC and former NYSE President Thomas W. Farley. The ~~new public~~ company trades as Global Blue under ticker symbol “NYSE: GB”.

The Company is a partnership limited by shares incorporated on December 10, 2019. The registered office is established in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland under the number CHE-442.546.212. ~~Global Blue Group Holding AG~~SL Globetrotter GP, LTD is the immediate parent, and Silver Lake Partners, L.P. is the ultimate parent and controlling party, of the Group.

These annual consolidated financial statements for the year ended March 31, 2022 were authorized for issue by the Directors of the Company on June 28, ~~2021.~~2022.

The consolidated financial statements of Global Blue Group Holding AG have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and are presented in thousands of Euros (EURk).

The principal activities of the Group are described in Note 2.

Tax Free Shopping ~~Technology~~ Solutions (TFSS) is the Group´s principal service. TFSS is value added tax (VAT) refund service, allowing eligible shoppers to reclaim VAT on goods purchased outside of their home country. Merchants benefit from TFSS through increased sales and greater customer satisfaction from their foreign customers.

Global Blue actively seeks to educate merchants and travelers in VAT refund opportunities to increase the proportion of VAT refunds that are issued and successfully refunded. In addition, Global Blue has also simplified the end-to-end refund process for its customers through the development of specific technology, processes and digitalization.

Intelligence and Marketing services, which are also included in the TFSS product offering, provide merchants multiple channels and services to better target travelers.

The Group offers ~~Added-Value Payment Solutions (AVPS)~~AVPS through 2 brands: Dynamic Currency Choice (DCC) and Currency ~~Select.~~Select (CS).

The AVPS services enable customers to pay in their choice of preferred currency, home or destination, at the point of sale when shopping outside of their home country.

Global Blue’s AVPS value proposition to travelers is to provide clarity around the final amount that they will be charged as they are given the option to pay the purchase price in their preferred currency, fixed at the time of purchase. For travelers, it is a convenient and transparent service with competitive FX pricing. For businesses (e.g., merchants and hotels), AVPS generate incremental revenues.

AVPS are designed to integrate with merchants’ point-of-sale hardware and Global Blue has designed the systems workflow to allow the merchants’ business processes to remain largely unchanged.

Global Blue provides the currency conversion service for POS, eCommerce Return Solutions, DCC and DCC at ATMs, as well as ~~MCP~~Multi-Currency Processing (MCP) for online retailers.

~~The~~Complementary Retail Tech Solutions (CRTS) comprises of ZigZag and the newly-acquired Yocuda.

With ZigZag, the Group offers a leading technology platform that fully digitalizes the eCommerce returns experience, and ~~enhancing~~enhances the process for both retailers and consumers:

~~The product eCommerce Return Solutions is related~~With Yocuda, Global Blue also offers retailers the opportunity to ~~the newly acquired ZigZag Global Ltd. Please~~send digital receipts to their customers; retailers can:

For more details, please refer to Note ~~37.~~36.

~~As at August 28, 2020, a capital reorganization took place within~~On September 6, 2021, the ~~Group. A new holding company - Global Blue~~ Group ~~Holding AG - was incorporated on December 10, 2019 with a share capital of EUR0.093m divided into 10,000,000 shares. This Company became the ultimate parent of the Group. During the reorganization,~~purchased an additional ~~181,542,785 shares were issued with~~45.9% stake in Yocuda, a leading digital receipt provider based in the United Kingdom. This resulted in an increase ~~of the share premium.~~in its existing shareholding from 10.4% to 56.3% and obtaining control. Please refer to Note ~~23 for details.~~

The Russian government’s invasion of Ukraine has led to sanctions regulations imposed by various countries, has placed restrictions on flights to Russia from certain countries, a ban on the usage of Visa / Mastercard / Amex credit cards in Russia and a prohibition on certain luxury and retail goods being sold by EU-based merchants that are exported to be used in Russia.

Global Blue’s direct exposure to both Russia and Ukraine is limited to its Russian TFSS subsidiary, together with a joint venture partner who owns 49% of the business, and Russian and Ukrainian residents shopping internationally and claiming VAT refunds outside of Russia.

The above factors have led to a material decrease in the Revenues of Global Blue’s Russian business, albeit from the Group’s consolidated perspective, this has a limited impact on Global Blue’s revenues. During the financial year ended March 31, 2020, the Russian TFSS subsidiary’s Revenue represented less than 1% of the Group. For the period ended March 31, 2022 revenue from Russian resident travelers, and Ukrainian-origin travelers was immaterial.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized in the income ~~statement within "Other operating expenses".~~statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited ~~against "Other operating expenses"~~ in the income statement.

Other current receivables primarily consist of amounts due from customers performed in the ordinary course of the Payments & AVPS business, from input VAT unrelated to the TFSS refunding activities, DCC receivables, advances and deposits, tax receivable and ~~tax receivable.~~receivables related to government grants.

As a result of IFRS 15, a limited set of payments and contracts with customers are being treated as a discount, for the portion related to the current financial year, and a prepaid expense for the remaining amount. The prepaid

Cash and cash equivalents include cash inon hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Drawn bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

Share capital ~~consist~~consists of ordinary shares, preference shares, warrants and treasury shares.

The ~~Company~~Group accounts for preference shares under IAS32.

To determine the appropriate accounting treatment under IAS32, ~~Global Blues~~the Group reviews the term and conditions of the preference shares to conclude whether the preference shares have the characteristics of:

The ~~Company~~Group accounts for treasury shares under IAS32.

Consideration paid by Global Blue to acquire its own shares are debited directly to equity. Consideration received from the sale of treasury shares are credited directly to equity. No gain or loss is recognized on the purchase, sale, issue, or cancellation of treasury shares.

Treasury shares may be acquired and held by the entity or by other members of the consolidated group (i.e. an entity and its subsidiaries).

The incremental costs that are directly attributable to the issuing or buying back treasury shares are recognized as a deduction from equity.

The remaining ~~transaction~~ costs (e.g. general administrative costs) ~~should be~~are expensed as incurred.

The Group classifies its financial liabilities in the following categories: “at fair value through profit and loss” or “other financial liabilities at amortized cost”, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, less directly attributable transaction costs.

The Group's financial liabilities include trade ~~creditors,~~payables, other current liabilities, accrued liabilities, bank overdrafts, interests bearing loans and borrowings, other non-current liabilities and derivative financial instruments.

Financial liabilities at fair value through profit and loss ~~include~~comprise of financial instruments held for ~~trading.~~

Financial liabilities are classified as held for trading if they are acquired for the purpose of selling in the near term. This category includes derivative financial instruments obtained by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9.

Gains and losses on liabilities held for trading are recognized in the income statement within “net finance costs”.

Warrants are accounted for as derivative financial instruments and therefore as financial liabilities through profit and loss as they give the holder the right to obtain a variable number of ordinary shares.

Such derivative financial instruments were initially recognized at fair value on the date on which the merger was consummated and are subsequently remeasured at fair value through profit or loss. The warrants expire on August 31, 2025 (the fifth anniversary of the closing) or earlier upon redemption or liquidation in accordance with their terms.

Other derivative instruments (such as the put options from the acquisitions) are recognized at fair value on the date of the transaction and are subsequently remeasured at fair value through profit and loss.

The NC-PECs which were issued by an indirect subsidiary of the Company to senior management of the Group were considered as debt. They were recognized initially at fair value net of transaction costs incurred and were subsequently carried at amortized cost. Interest on these NC-PECs was calculated using the effective interest method and was recorded in the consolidated income statement within “finance costs”. All of the NC-PECs were settled as part of the capital reorganization. For more information please refer to Note 25.

Interest-bearing loans and borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

Financial assets are derecognized when the contractual rights to the cash flow have expired or been transferred together with substantially all risks and rewards. Financial liabilities are derecognized when they are extinguished.

The cash settled share based compensation plan was implemented as part of the 2012 acquisition of the Group by funds advised by Silver Lake and Partners Group. The fair value of the employee’s services received in exchange of the grant of the shares was recognized as an expense. The total amount is determined by reference to the fair value of the shares granted and was recognized over the vesting period.

At the end of each reporting period, the Group revised its estimates of the fair value of the liability for the share-based payment and the difference was recognized under expenses. As soon as the Group estimated that the payment will happen within the next financial year, the liability was reclassified to the other short-term liabilities.

This compensation plan was completely settled with the capital reorganization. For more information, please refer to Note 25.

All share based payments in place as of March 31, ~~2021~~2022 qualify as equity settled share based payments in accordance with IFRS 2. As mentioned in Note 25 as part of Global Blue´s Management Incentive Plan some employees were granted ~~share options~~restricted stock awards (“RSAs”) and/or ~~restricted shares.~~share options.

The fair value of the employee share option ~~plan~~plans (“SOP”) and ~~restricted shares~~RSAs is recognized as an ~~exceptional item~~operating expense with a corresponding increase in equity. The fair value is determined at the grant date and the total expense is recognized over the vesting period. At the end of each reporting period, the Group revises its estimates of the number of options/shares which are expected to vest based on the ~~non market~~non-market vesting and service conditions. The impact is recognized ~~as profit or loss~~in the income statement with the corresponding adjustment in equity.

At vesting, the difference between the fair value of the shares recognized in the share-based payment reserve and the nominal value of the shares, is transferred from the equity-settled shared based payment other reserve to the share premium of ordinary shares.

The current income tax charge is calculated based on the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting, nor taxable ~~profit or loss.~~income. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled.

Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences, and the carry-forward of unused tax losses, can be utilized.

The Group has insured contributory plans covering substantially all employees. The costs for these plans are accounted for in the income statement within “employee benefit expenses”. Payments to defined contribution plans are charged as an expense as they fall due. Payments made to state plans are dealt with as payments to defined

The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets is deducted. The discount rate is the yield at the balance sheet date on high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have maturity dates approximating to the terms of the Group’s obligations. The calculation is performed by a qualified actuary using the projected unit credit method.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise.

All past-service costs are recognized immediately in the income statement.

Other long-term benefits are plans, other than defined contribution plans, defined benefit plans or termination benefits, which do not fall due wholly within 12 months after the end of the period in which the employees render the related service (e.g. long service leave plans). These obligations are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the expected reporting period, using the projected unit credit method. The calculation takes into account the expected future salary levels, experience of employee departures and periods of service.

Remeasurement gains and losses arising from experience adjustments, changes in actuarial assumptions and the costs for these plans are accounted for in the income statement.

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The

Provisions for legal claims are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount has been reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Trade payables are obligations to pay for services that have been acquired in the ordinary course of business from merchants and in-transit payment to tourists. Trade creditors are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

In-transit payments to tourists contain liabilities to tourists in connection with non-cash refunds and unsuccessful payments. The policy for non-cash refunds is that payments will be made within three weeks from the

Trade creditors and other payables are stated at amortized cost.

The expected duration of other ~~assets and~~ liabilities is short, and the values are therefore recognized at nominal value without discounting. Other liabilities primarily consist of current lease liabilities, accounts payables which are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers, VAT not related to the TFSS refunding activities and personnel-related taxes.

A business combination is a transaction or event in which an acquirer obtains control of one or more businesses. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred, and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets.

The excess of the fair value of consideration transferred and the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill.

The Group's activities are exposed to a variety of financial risks such as market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

To minimize the impact of potential adverse effects of market volatility on financial performance, the ~~Company~~Group hedges certain market risks via derivative contracts with banks. The ~~Company~~Group manages financial risks through its central treasury department in compliance with policies approved by the board of directors.

~~Because of the~~The Euro ~~being~~is the presentation currency of the Group and functional currency of the Company ~~as well as~~, and due to the international ~~coverage~~footprint of its TFSS, AVPS, and ~~Payments & AVPS business,~~CRTS businesses, the Group is exposed to foreign exchange risks.

Foreign exchange risks are mainly due to the funding of entities with non-Euro functional currencies in the form of intra-group loans and cash pools. The largest exposures are GBP, AUD, JPY and SEK and volatility in these currencies may therefore impact the Group’s results.

Trade payables and receivables exposed to foreign exchange risks are mainly intra-group and denominated in the respective entity’s functional currency.

~~F-26~~

At March 31, ~~2021,~~2022, if currency rates on the major currencies had been 2% higher/lower and with all other variables held constant, profit before tax for the year would have been ~~EUR0.1~~EUR0.7 million (EUR0.1 million for the financial year ended March 31, ~~2020,~~2021, EUR0.1 million for the financial year ended March 31, ~~2019)~~2020) lower/higher.

The Group's interest rate risk arises from the external senior debt structured at floating rates, accompanied by an interest rate floor. A significant increase in interest rates may affect the funding cost of the ~~Company.~~Group.

If the market interest rate would have been 1% higher/lower ~~on March 31, 2021~~ and, with all other variables held constant, profit before tax for the year would have been ~~EUR2.8~~EUR3.1 million ~~(EUR3.6~~(EUR2.8 million for the financial year ended March 31, ~~2020, EUR4.0~~2021, EUR3.6 million for the financial year ended March 31, ~~2019) lower/higher~~2020) lower as a result of an increase in the borrowing cost of the external senior debt.

Counterparty credit risk is managed at Group level, except for credit risk relating to accounts receivable balances. Each operating entity is responsible for managing and analyzing the credit risk for new clients before standard payment terms and conditions are offered.

Credit risk towards banks arises from cash and cash equivalents, derivative financial instruments and deposits held with these business partners. The credit risk towards banks is managed by Group treasury in compliance with the Group's policies that define the corporate instructions in relation to managing counterparty limits. As such, investments of surplus funds can only be done with approved counterparties and any new counterparties are to be confirmed by the CFO of the Group before any cash deposits or financial transactions can be executed with ~~them~~them.

The Group’s approval policy over banks and financial institutions ensures that consistent and efficient cash management structures are implemented to enable a sound level of cash concentration in the Group. Local Management is required to request written approval to the Group treasury department prior to initiating new bank

According to the Group’s current policy over cash deposits and financial instruments, the counterparty credit quality is measured by the long-term issue credit ratings of S&P and Moody’s and should be minimum BBB-. Counterparty credit limits are set to control the concentration of risks and therefore mitigate financial loss through a counterparty’s potential failure to make payments. Any deviation from the Group’s policy is subject to the approval of the Group’s CFO.

Credit risk from trade receivables and contract assets is managed according to the Group’s policies. Operating entities apply credit risk management procedures in line with these policies. Credit risk is monitored on a country by country basis, considering the aging profile of the customers and historical and forward-looking default indicators. Additionally, the type of counterparty, be it an individual customer or a state authority, is used as a potential class of different risk profiles.

Management of operational entities monitors exposure to credit risk on an ongoing basis. The creditworthiness of new customers is assessed before signing trade contracts. Any change request of the already agreed credit conditions is reviewed from a creditworthiness standpoint and approved by the operational entities. The assessment of creditworthiness takes into consideration external ratings and information from relevant institutions.

As disclosed in Note 19, as of March 31, ~~2021, 79.1%~~2022, 88.0% (as of March 31, ~~2020 62.7%~~2021 79.1%, as of March 31, ~~2019 83.6%~~2020 62.7% ) of total trade receivables are not yet due.

An impairment analysis is performed at each reporting date on an individual customer basis.

There are no significant concentrations of credit risk arising from trade receivables and contract assets.

~~All~~Liquidity describes the ability of a company to generate sufficient cash flows to meet cash requirements of its business operations, including working capital needs, capital expenditure, debt interest and service, acquisitions and other contractual obligations. The objective of our capital management is to have sufficient liquidity, also ensuring that the Group respects any financial and maintenance covenants linked to obligations towards our creditors.

For the purpose of assessing liquidity risk, all operational entities of the Group forecast ~~the~~their cash ~~developments weekly~~ on a weekly rolling basis. These are monitored by Group treasury ensuring that the Group's liquidity position at all times meets operational cash needs.

In general, surplus cash held by the operating entities over and above amounts required for working capital management are centralized and managed by Group treasury. Where applicable, surplus cash is invested in instruments with appropriate maturities to ensure sufficient liquidity headroom. At the reporting date, the Group held total liquid assets of EUR182.8 million (EUR226.1 million as of March 31, 2020, EUR104.1 million as of March 31, 2019).

As of March 31, ~~2021,~~2022, only ~~EUR0.8~~EUR0.9 million remains undrawn under the revolving credit facility and the Supplemental Liquidity Facility and ~~cash pool~~uncommitted facilities are fully ~~available.~~available (Note ~~26)~~26, Note 44).

In addition to the above, on May 5, 2022, subsequent to the end of the reporting period, the Group entered into an investment agreement resulting in the receipt of aggregate gross proceeds of USD225.0 million (EUR215.2 million) (see Note 44)

At the reporting date, the Group held total liquid assets of EUR51.7 million (EUR182.8 million as of March 31, 2021, EUR226.1 million as of March 31, 2020).

Please refer to Note 43 for details on the impact of COVID-19 on the Group’s liquidity.

The table below ~~analyses~~analyzes the Group's non-derivative ~~financial liabilities and net-settled derivative~~ financial liabilities into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the notional, undiscounted cash flows.

As of March 31, 2022 the Group also had EUR12.1 million of warrants outstanding (EUR31.0 million as of March 31, 2021, and nil as of March 31, 2020) and as a consequence of their USD11.50 exercise price (as per Note 41), there is a low probability of an exercise of these derivative instruments, and a subsequent cash outflow with a material liquidity impact in the foreseeable future.

This section presents a breakdown of net debt and details the movements in net debt for each of the periods presented:

The group at its consolidated level is not subjected to any externally imposed capital requirements. Certain jurisdictions may require Global Blue subsidiaries to maintain certain local capital requirements which is monitored locally. The group currently does not have any non-compliance to local capital requirements that may lead to material risks.

The table below discloses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

The fair value of financial instruments that are not traded in an active market (for example over-the-counter ~~derivatives)~~derivatives, put options and private warrants) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. ~~If all significant inputs required~~For further details please refer to ~~fair value an instrument are observable, the instrument is included in Level 2.~~Note 27 and Note 41.

The Group makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Management believes that the following are the key judgments, assumptions and other estimation uncertainties used in the preparation of the financial statements, where a different opinion or estimate could lead to significant changes to the reported results.

Assets and liabilities of subsidiaries acquired are included at their fair value at the time of acquisition.

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based on reasonable assumptions, but those are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates.

In a business combination, it is necessary to recognize contingent future payments to previous owners, representing contractually defined potential amounts as a liability. Usually for the ~~Company~~Group these are linked to a formula depending on a certain gross profit of the acquired business for the financial year.

For the determination of the fair value of contingent consideration various unobservable inputs are used. A change in these inputs might result in a significantly higher or lower fair value measurement. The inputs used are, among others, future revenue growth and gross profit and assumptions regarding the discount rate.

For further details see Note ~~37.~~36.

~~As described in Note 23, the~~The Public Warrants and Private Warrants give the holder the right, but not the obligation, to subscribe to Global Blue’s shares at a fixed or determinable price for a specified period of time subject to the provisions of the Public Warrant and Private Warrant agreements. ~~Those~~Until warrant-holders acquire the Company’s ordinary shares upon exercise of such warrants, they will have no rights with respect to the Company’s ordinary shares. The Global Blue Warrants will expire on August 31, 2025, or upon an earlier redemption.

These instruments, ~~were considered equity instruments according~~principally due to ~~IFRS 2 when they vested immediately~~an option to replace them upon specific events such as reorganizations, which results in the Company delivering a variable number of shares, are accounted for as a current financial liability through profit and loss in accordance with the provisions of IAS 32.

The Company measured the public warrants at fair value by using the Euro equivalent of the closing price of warrants at NASDAQ.

The Company has employed a Black-Scholes pricing model to estimate the fair value of the Private Warrants issued on August 28, ~~2020. Management accounted for those instruments~~2020, notably the fair value of the call option inherent in the Private Warrants, using as ~~equity instruments under IFRS 2 after~~key

For further details see Note 41.

As described in Note 25, as of August 28, 2020, as part of the Group capital reorganization and merger with FPAC Management Equity Plan (MEP) and the NC-PECS ceased to exist, with the previously held shares and NC-PEC’s being exchanged for shares in the Company. These shares were revalued according to IFRS 2 and were reclassified into equity upon conversion from a cash-settled plan to an equity-settled plan.

As described in Note 36 as part of acquisitions, Global Blue and the minority shareholders have entered into a symmetrical put and call agreement which gives each minority shareholder the right to sell and Global Blue the right to acquire all the shares currently controlled by the minority shareholders. The fair value of the put options was derived using an option pricing methodology (Monte Carlo simulations) based on revenue and gross profit distribution. Various unobservable inputs are used in the valuation of the put options and any changes in these might result in a significantly higher or lower fair value.

The Group is subject to income taxes in numerous jurisdictions and uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.

Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the timing and the level of future taxable profits together with future tax planning strategies.

For further details see Note 12 and 28.

The Group makes estimates about the range of long-term trends and market conditions to determine the value of the deficit and surplus on its retirement benefit schemes, based on the Group’s expectation of the future and advice from qualified actuaries.

Long term forecasts and estimates are necessarily highly judgmental and subject to risk that actual events may be significantly different to those forecasted. If actual events deviate from the assumptions made by the Group, the reported surplus or deficit in respect to retirement benefits may be materially different.

For further details see Note 29.

Management performs an impairment test annually or more frequently if events or changes in circumstances indicate potential impairment. An impairment loss is recognized for the amount by which the carrying amount of the cash generating unit (CGU) exceeds its recoverable amount.

Management's value-in-use and fair value less cost of disposal calculations included significant judgments and assumptions. The significant judgments and assumptions associated with the value-in-use calculation were revenue growth, discount rate and long-term growth rate while for the fair value less cost of disposal calculation it was projected revenue and ~~average~~median peer group revenue multiple.

The estimation of these assumptions requires significant judgment by management, as these variables feature measurement uncertainty; however, the assumptions used are consistent with the Company’s forecasts presented to the board. Therefore, management evaluates and updates the estimates as necessary, in light of conditions that affect these variables.

For further details see Note 16.

The Group has made the following estimates and judgements related to the lease term of lease contracts:

~~All lease contracts with an option to extend or terminate early have been reviewed on an individual basis by Global Blue.~~

~~F-34~~

~~As at the date of transition to IFRS 16, certain~~Certain contracts entered into by Global Blue are for indefinite periods. Global Blue has the right to exit these contracts on a recurring basis, whereas the counterparties have no substantial termination rights. Global Blue assessed each contract for how long the underlying asset is expected to be used. Considering the underlying business needs, it has been assessed as being reasonably certain that Global Blue will not exercise its termination rights for the following years (average):

For further details see Note ~~13.~~14.

The Company has determined the operating segments based on the reports reviewed by the Executive Committee (ExCom) for the purposes of allocating resources and assessing performance of the Group.

ExCom consists of the chief executive officer, chief financial officer, senior vice president ~~product TFSS,~~marketing, communications & costumer value creation, senior vice president ~~product AVPS,~~new markets, public affairs & chief operating officer Americas, senior vice president added-value payment solutions, chief operating officer south Europe, chief operating officer Asia Pacific and Central Europe, chief technology officer, general counsel & company secretary, senior vice president strategy & chief ~~operating~~product officer, ~~global accounts,~~ chief operating officer north & central Europe ~~chief operating officer south Europe,~~& global accounts, senior vice president operations and ~~the~~ senior vice president ~~new market~~ & ~~public affairs.~~global human resources director.

Management considers the business from a product perspective; the performance of the Tax Free Shopping Technology Solutions (TFSS), and Added-Value Payment Solutions (AVPS) product groups are separately considered. A third business segment, ~~eCommerce Return~~Complementary Retail Tech Solutions (CRTS), has been established in the current financial year in conjunction with the acquisition of the ZigZag ~~business~~and Yocuda businesses in March, and September 2021, respectively (see Note ~~37)~~36). ~~As the segment results to date are not material, they have not been presented separately.~~

The ExCom assesses the performance of the operating segments based on the measures of Revenue and Adjusted EBITDA at the segment level with the adjusted EBITDA assessed after non-allocated central costs.

The measures used by the ExCom to monitor the performance of the Group's operating segments do not include all costs in the IFRS consolidated income statement. Costs for central functions such as marketing, sales, technology, finance and HR, depreciation, amortization, impairment income / expense, and net finance costs are not allocated to

The segment information provided to the ExCom for the reportable segments is as follows:

Revenue is ~~mainly derived from commissions~~ generated ~~from~~by TFSS, AVPS and ~~AVPS.~~CRTS processed transactions. A geographical breakdown of revenue by ~~point of sale~~key market / region is provided below:

A breakdown of revenue by ~~point of sale per~~key market / top country is provided below:

There is no single external customer which accounts for more than 10% of Global Blue's revenue, for any of the years presented except for the financial year ended March 31, 2021 where Cuscal POS eCommerce Return Solutions accounts for 14% of Global Blue’s revenue. The contribution of revenue for Cuscal for the financial year ended March 31, 2021 compared to other external customers is unusually high due to business impact caused by COVID-19.presented.

~~Although~~Even though no measure of assets ~~or liabilities~~ by segment is reported to the ~~ExCom; according to~~ExCom, in accordance with IFRS 8, the non-current assets, excluding deferred income tax assets, by country are disclosed as follows:

For the financial year ended March 31, ~~2021~~2022 agent costs referring to merchant acquiring fees have increased as a consequence of the overall business recovery. In addition, they include all costs paid to carriers, representing the main operation cost of the CRTS business segment.

Auditors, lawyers and consultants include all external advisor fees, primarily related to the compliance requirements linked to the Company’s newly-listed status.

For the financial year ended March 31, 2022 the Group has benefited from grants in relation to COVID-19 offered by various ~~countries~~countries’ governments amounting to ~~EUR18.3~~EUR9.0 million ~~(EUR0.0~~(EUR18.3 million for the financial year ended March 31, ~~2020, EUR0.0 million~~2021, nil for the financial year ended March 31, ~~2019)~~2020). The grants are presented within ~~Operating Expenses~~operating expenses in the ~~Income Statement~~income statement as a reduction of the ~~related expense that they are intended to compensate.~~employee benefit expenses and other operating income/(expenses). There are no unfulfilled conditions or other contingencies related to these grants.

(EUR thousand) For the financial year ended March 31
Employee benefits expenses Note 2021 2020 2019
Salaries and bonuses (52,413) (105,436) (95,118)
Social security charges (11,502) (21,012) (20,398)
Social costs (1,003) (2,588) (2,448)
Defined benefit plans 29 (1,169) (1,199) (652)
Other personnel expenses (350) (1,651) (3,472)
Total (66,437) (131,886) (122,088)
For the financial year ended March 31, 2022 salaries and bonuses increased as grants offsetting the salaries expenses in various jurisdictions ceased to be applicable, and bonus schemes were reimplemented due to the overall business recovery.

For further ~~detail~~details regarding key management personnel remuneration, including pension obligations and other remuneration, please refer to Note ~~42.~~40.

The depreciation of property, plant and equipment ~~of EUR19.4 million (EUR21.7 million for the financial year ended March 31, 2020 and EUR20.0 million for the financial year ended March 31, 2019)~~ includes depreciation related to the Right of use ~~asset.~~assets. For further details please refer to Note ~~13.~~14.

The amortization of intangible assets ~~acquired through business combinations~~ predominantly relates to the acquisition of Global Blue by Silver Lake and Partners Group in 2012. The amortization period for customer relationships related to key accounts and national accounts acquired in 2012 ended as of July 31, 2021. The initial acquisition value of these assets was EUR335.2 million.

Exceptional items consist of items which the board considers as not directly related to ordinary business operations and which are not included in the assessment of management performance and can be analyzed as follows:

In the current financial year business restructuring expenses correspond to expenses related to workforce reduction in several jurisdictions as a result of ~~COVID -19 and the abolishment of the Tax Free Shopping scheme in the United Kingdom (UK).~~COVID-19.

For the financial year ended March 31, ~~2020~~2021 and ~~2019~~2020 business restructuring expenses correspond to expenses related to replacement of management positions, ~~and costs associated with replacing roles,~~ changing of facilities orand discontinued operations.

Impairment expenses relate primarily to impairment of capitalized ~~software.~~ ~~For~~software and other non-current financial assets, as described in Note 17; additionally for the financial year ended March 31, 2021 part of the impairment iswas a result of the abolition of the tax free scheme in UK.

~~EUR21.5~~EUR22.2 million ~~(EUR25.6~~(EUR21.5 million for the financial year ended March 31, ~~2020, EUR26.0~~2021, EUR25.6 million for the financial year ended March 31, ~~2019)~~2020) of finance ~~expenses~~costs for the financial year ended March 31, 2022 on bank borrowings includes EUR20.4 million (EUR19.4 million for the financial year ended March 31, 2021, ~~on bank borrowings includes EUR19.4 million (EUR23.3~~EUR23.3 million for the financial year ended March 31, ~~2020, EUR23.8~~2020) of interest expenses, and EUR1.8 millions (EUR2.7 million for the financial year ended March 31, ~~2019) of interest expenses, EUR2.7 millions (EUR3.8 million for the financial year ended March 31, 2020,~~2021, EUR3.8 million for the financial year ended March 31, ~~2019)~~2020) of amortization of capitalized financing ~~fees, and EUR(0.7) million (EUR(1.6) million for the financial year ended March 31, 2020, EUR(1.6) million for the financial year ended March 31, 2019) amortization of IFRS9 impact.~~fees. For further details regarding underlying loans and borrowings, refer to Note 26.

The below table reconciles the income tax ~~charge at~~calculated by applying the ~~statutory~~historical pre-COVID-19 weighted average income tax rate to the effective taxes reported in the income statement:

The historical weighted average tax rate has been calculated based on pre-COVID-19 profits as the geographical mix of profits has changed significantly due to the pandemic.

The Italian tax authorities opened a tax audit in February 2016 on Global Blue Italia S.r.l. (“Global Blue Italy”). As a result of settlement procedures initiated in 2018, a formal settlement was reached with the Italian tax authorities in relation to certain matters in April 2019. The settlement covers the findings on license fees and intercompany interest rate for the financial years ended March 31, 2014 and 2015 as well as the finding on withholding tax on license fee for the calendar years 2013 and 2014 for a total amount of EUR3.6 million which was paid in April 2019.

Subsequently, Global Blue signed another final settlement with the Italian tax authorities for an amount of EUR10.9 million which became legally binding on August 3, 2020. This settlement covers the findings on withholding tax on interests for the calendar years 2013 to 2017 and license fees and intercompany interest rate for the financial years ended March 31, 2016, 2017 and 2018, as well as withholding tax on license fees for calendar years 2015 to 2017. The amount of EUR10.9 million is payable in 16 quarterly ~~installments with 3 payments made on August 3, 2020, November 30, 2020 and February 26, 2021.~~installments. Discussions with the Italian tax authorities are ongoing with respect to their finding on withholding tax on interests and license fees for the calendar year 2018.

In January 2022, the German tax authorities issued new circulars commenting on the German royalty barrier rule which limits the deduction of royalties paid by a German taxpayer to a recipient who benefits from a preferential tax regime on IP related income. The new circulars are explicitly referring to the Swiss “mixed company” regime applicable to Global Blue in Switzerland until and including the financial year ending March 31, 2019 as being within the scope of the limitation. Although Global Blue believes there are arguments to challenge the limitation in case of a tax audit, the Company recognized an uncertain tax position for an amount of EUR2.7 million as of March 31, 2022 (nil as of March 31, 2021 and March 31, 2020). Although the new transitional tax regime applicable to Global Blue from the April 1, 2019 is not among the tax regimes referred to in the circulars, the uncertain tax position also covers the period up to and including the financial year ending March 31, 2022 due to some similarities with the previous tax regime.

Comparative earnings per share (basic and diluted) were restated for the effect of the capital reorganization for comparability purposes. The average number of shares outstanding prior to the reorganization was adjusted by reflecting the exchange ratio of number of shares in the former parent entity Global Blue Group AG compared to the number of shares in Global Blue Group Holding AG.

For the calculation of the weighted average number of basic/diluted preference shares outstanding for the financial year ended March 31, 2021, preference shares are only considered after August 28, 2020.

There were no preference shares for the financial year ended March 31, 2020.

Basic earnings per share are calculated by dividing the profit or loss attributable to owners of the parent (i.e. equity shareholders of the Company) by the weighted average number of basic ordinary/preference shares outstanding at the end of the period.

For the financial year ended March 31, 2022, 5.9 million (5.9 million for the financial year ended March 31, 2021) preference shares have been excluded from the basic earnings per preference share calculation, as these shares were held by the Company and have been approved for cancellation at the General Meeting held September 15, 2021. The preference shares have been cancelled in December 2021.

Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent (i.e. equity shareholders of the Company) by the weighted average number of diluted ordinary/preference shares outstanding at the end of the period.

The Company has excluded ~~8.9~~9.7 million ~~preference~~(8.9 million for the financial year ended March 31, 2021, nil for the financial year ended March 31, 2020) ordinary shares from the diluted earnings per ~~preference~~ordinary share calculation, as the impact of the shares are considered anti-dilutive for the period ending March 31, ~~2021. There were no preference~~2022. The ordinary shares ~~for~~relate to share-based payments plans and are potentially dilutive instruments. At each of the ~~financial year ended March 31, 2020 and 2019.~~

The 30,735,950 outstanding Warrants as of March 31, 2022 and March 31, 2021 are considered as anti-dilutive. There were no outstanding Warrants for the financial year ended March 31, 2020.

Right of use assets recognized within Property, plant and equipment are comprised of the following:

As of March 31, 2022, the lease term of office premises in a single jurisdiction has been modified due to the local impact of the COVID-19 pandemic, resulting in a shorter lease term than originally assessed.

Movements during the period of Right of use assets are the following:

Lease liabilities recognized within Other non-current financial liabilities and Other current liabilities are the following:

Movements during the period of Lease liabilities are the following:

The ~~Company had no dilutive potential ordinary shares during~~contractual duration of the lease liabilities is the following:

Amounts recognized in the income statement related to leases are the following:

For the financial year ended March 31, 2022 the Group has received office rental concessions in various countries as a direct consequence of the COVID-19 pandemic amounting to EUR3.4 million (EUR5.1 million for the financial year ended March 31, 2021 ~~2020~~ and ~~2019~~nil for the financial year ended March 31, 2020). The concessions are presented within Operating expenses in the income statement as a reduction of the related expense that they are intended to compensate.

The below ~~table is a reconciliation table for Property,~~schedules represent the movements in property, plant and ~~equipment. This note excludes~~equipment for each respective year presented. The movement tables exclude the ~~balance sheet impact~~movements of ~~the IFRS 16 Right~~right of use ~~asset,~~assets, which ~~has been~~are presented and detailed in Note ~~13.~~14.

Management reviews the business performance ~~based on~~from a product perspective. TFSS, AVPS and ~~eCommerce Return Solutions~~CRTS have been identified as the main product groups and the Group's operating segments. Goodwill is monitored by management at the operating segment ~~level.~~level for TFSS and AVPS, and at the ZigZag and Yocuda businesses level for CRTS. The following is a summary of goodwill allocation for each operating ~~segment:~~segment / business:

The recoverable amount of the Cash Generating Units (CGU) has been determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on management’s current view at the time of the analysis. Cash flows beyond the 5-years period are extrapolated using an estimated growth rate stated below.

In determining the forecasts for TFSS and AVPS CGUs over the 5-years period within the value-in-use calculation, we applied estimated recovery percentages against actual revenues achieved during the pre-COVID-19 period (January ~~2019~~ to December 2019)~~. The~~, as opposed to utilizing the growth ~~rate for FY21/22 versus FY20/21 is not relevant as a consequence~~rates of the ~~significant impact COVID-19 has had on Global Blue's business in the current year, and therefore the rate was not considered in our forecasting~~.past two fiscal years.

The key assumptions used for the value-in-use calculations are as follows:

In all historical disruptions, growth resumed and revenues recovered to pre-disruption levels, as a result of a normalization of travel demand and longer-term structural growth drivers. In these prior travel disruptions, the recovery usually occurred within months or quarters. In recognition that the COVID-19 pandemic is more severe than these precedents, management assumed both a longer recovery period (i.e., more than one year) and a larger impact to near-term cash flows as compared with these precedents.

Though the TFSS and AVPS segments offer different solutions, the underlying driver of both is international travel and extra-regional transactions. As such, the same key assumptions have been applied to both CGUs.

As of March 31, 2022, and with respect to the TFSS segment, the headroom was EUR1,441.8 million, with the percentage by which the TFSS recoverable amount exceeded the carrying value being 476%. With respect to the AVPS segment, the headroom was EUR231.3 million, with the percentage by which the AVPS recoverable amount exceeded the carrying value being 444%.

The calculations and the cash flow projections are stress-tested using a sensitivity analysis; such analysis is a key element when there are changes to the circumstances, such as the ongoing impact of COVID-19. Changes of the parameters, including, a 30% increase in the discount rate, or a 30% reduction in the ~~revenue~~Debt-Free Cash Flow (“DFCF”) over the five-year period or ~~a delay of~~no revenue for the ~~recovery of TFS by 12 months,~~fiscal year ending March 31, 2023, would not result in an impairment given the headroom. ~~There are no~~The directors and management have considered and assessed reasonably possible changes infor other key assumptions and have not identified any instances that ~~might neutralize~~could cause the ~~headroom.~~carrying amount of either the TFSS or the AVPS CGUs to exceed their recoverable amounts.

Goodwill allocated in total to CRTS amounts to EUR72.5 million. Management has identified 2 CGUs, namely ZigZag and Yocuda, with corresponding goodwill of EUR64.5 million and EUR7.9 million respectively. As the goodwill attributed to Yocuda represents less than 2% of the total Group goodwill, only information relating to ZigZag is presented below. Nevertheless, similar to the ~~eCommerce Return Solutions~~TFSS and AVPS cases, the directors and management have

In the case of ZigZag, the recoverable amount of the CGU has been assessed based on the fair value less cost of disposal of the underlying assets. This has been determined based on a market approach utilizing 2022 and 2021 trading multiples of comparable companies, calculated as ~~trading~~ enterprise value divided by projected ~~2021 metrics~~2022 revenue based on ~~publicly available information derived from S&P Capital IQ.~~

Taking into consideration that ~~the eCommerce Return Solutions~~ZigZag is a start-up operating at a loss until March 31, ~~2021,~~2022, management deemed the revenue multiple as the ~~primary~~key valuation ~~metric, with gross profit and growth-adjusted revenue multiples serving as cross-checks.~~metric. Adjusted EBITDA and net income multiples were not considered, given (i) ~~the eCommerce Return Solutions~~ZigZag is a start-up operating at a loss as at March 31, ~~2021~~2022 and (ii) several of the ~~larger~~ peers are expected to be similarly operating at a loss.

The implied median 2022 revenue multiple for the peer group of ZigZag is approximately 5.8x (when the agreed valuation ~~for the eCommerce Return Solutions,~~of ZigZag upon acquisition, including the earn-out, ~~implies,~~implied, when divided by its then projected 2021 revenue, a revenue multiple of approximately ~~4x. In parallel,~~4x), when the ~~average 2021 revenue multiple~~values for the ~~primary~~ peer group ~~the leading horizontal eCommerce companies, is approximately 6x and slightly above 4x for the vertical fashion eCommerce marketplaces. The~~ranged from 4.6x to 14.7x, resulting in a derived fair value less cost of disposal that exceeded the carrying ~~amount. Given~~amount by EUR79.4 million, with the ~~lower~~percentage by which the ZigZag recoverable amount exceeded the carrying value being 217%.

The sensitivity analysis for ZigZag showed that the recoverable amount would equate to the carrying amount of ZigZag if the 2022 revenue projections or comparable peer revenue multiple ~~for the eCommerce Return Solutions relative to peers, there was not a need to impair the goodwill as this implied headroom of~~would be decreased by approximately 50% ~~when compared against~~or became 2.6x, respectively. Apart from what is disclosed above, the ~~primary peer group. Should~~directors and management have considered and assessed reasonably possible changes in assumptions, and have not identified any instances that could cause the ~~actual 2021 revenue projections for eCommerce Return Solutions be approximately 30% lower than projected or should~~carrying amount of the ~~comparable peer groups valuation de-rate, there is a risk that the goodwill associated with the eCommerce Return Solutions would be impaired.~~ZigZag CGU to exceed its recoverable amount.

Trademarks ~~were~~are classified as intangible assets either with a definite or indefinite useful life.

As part of business combinations in ~~2013,~~2012, when Silver Lake and Partners Group acquired Global Blue Group and in 2016, , when Global Blue acquired Currency Select, new intangibles were identified and defined as trademarks. The fair value of trademarks was determined by calculating ~~its~~their value-in-use ~~being~~with the "Relief from Royalty" ~~method for the asset. The net book value as of March 31, 2021 was~~ ~~EUR26.6 million~~ ~~(EUR28.6 million~~ ~~as of March 31, 2020, EUR31.0 million~~ ~~as of March 31, 2019~~).

No impairment tests have been performed for trademarks as there were no impairment indicators identified.

As part of business combinations in ~~2013~~2012 and 2016 new intangibles were identified and ~~are~~ collectively defined as customer relationship ~~contracts with a net book value as of March 31, 2021 of EUR54.7 million (EUR123.6 million~~ ~~as of March 31, 2020, EUR194.9 million~~ ~~as of March 31, 2019~~).contracts. The customer relationships have been split across the operating ~~segments:~~segments as follows:

AnNo impairment ~~assessment has~~tests have been performed ~~over the Customer Relationship assets which resulted in an~~for customer relationships as there were no impairment ~~charge EUR0.4 million for the fiscal years ended March 31, as a result of the abolition of the tax free scheme in the UK.~~indicators identified.

TFSS and AVPS Customer relationships contain different types of customers, categorized based on revenue and footprint or services offered. The expected economic life for the customer relationship contracts is between 9 and 20.5 years, driven by these varying types of customer relationships within the TFSS and AVPS operating segments. These will be fully amortized by September 2036.

Other intangibles include licenses acquired and software purchased from external parties.

Software consists of IT software internally developed for TFSS and AVPS businesses, ~~and is amortized over a 3-year period. It also includes~~ the platform software, that has been acquired ~~as part~~in respect of the Currency Select acquisition in the financial year ended March 31, 2016 with aan initial fair value of EUR17.9 million and ~~the e-commerce technology~~CRTS software, that has been acquired ~~as part~~in respect of the ZigZag ~~acquisition~~and Yocuda acquisitions in the financial ~~year~~years ended March 31, 2021 and March 31, 2022, respectively, with aan initial fair value of EUR5.2 ~~million.~~million and EUR1.2 million, respectively. Both platforms are being amortized over a 5-year period.

Furthermore, a major ~~part~~amount of the other non-current ~~receivables~~assets is related to rental agreements on different facilities and deposits paid. The fair value of other non-current receivables does not differ significantly from ~~the~~their book value.

The table below details the financial instruments as of March 31, 2022:

The table below details the financial instruments as of March 31, 2021:

The table below details the financial instruments as of March 31, 2020:

The tables below details the trade receivables balances as of March 31, 2022 and the previous two financial years:

Trade receivables ~~past due~~overdue relate to a number of independent customers for whom there is no recent history of ~~or forward-looking information on~~ defaults.

The ~~tables below details the~~fair value of trade receivables ~~balance as of March 31, 2021:~~

The table below details the movements of the ~~provision for the impairment~~expected credit losses of trade receivables:

The ~~creation~~recognition and release of ~~provision~~expected credit losses for impaired trade receivables have been included in ~~"operating expenses".~~operating expenses in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. The maximum exposure to credit risk at the reporting date is the carrying value of trade ~~receivables.~~receivables and it is managed by each business unit based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.

~~Grants from~~During the ~~government are recognized at their fair value where there is a reasonable assurance that~~financial year ended March 31, 2022, the ~~grant will be~~Group has received payments in respect of claimed VAT refunds in Spain and ~~the group will comply with all attached conditions. As~~Italy related to previous financial years.

DCC receivables as of March 31, 2022 include acquirer settlements (financial institutions that process credit or debit card payments on behalf of a merchant) for which cash was not yet received at year end.

Government grants both as of March 31, 2022, and March 2021 ~~they are mainly salary benefits related to~~mostly comprise of COVID-19 ~~pandemic. Please~~relief measures. For further details please refer to Note ~~44.~~43.

Cash and cash equivalents consist of cash and bank accounts and are payable on demand. The bank accounts earn interest at various rates which differ by account. The deposits consist of highly liquid money market instruments, with ~~withdrawals~~withdrawal periods of ~~up to~~no more than 3 months.

The fair value of cash and cash equivalents approximates its carrying value due to its short term nature.

Please refer to Note 26 related to the pledge of cash inon hand.

As of March 31, 2021
(EUR thousand)
Issue of share capital Global Blue Group Holding A.G. Foot note Other reserve
Issue of share capital ordinary shares Global Blue Group Holding A.G. (1) (1,209)
Issue of share capital preference shares Global Blue Group Holding A.G. (1) (184)
Issue of share premium ordinary shares Global Blue Group Holding A.G. (1) (1,181,450)
Issue of share premium preference shares Global Blue Group Holding A.G. (1) (166,969)
Conversion of shares into equity settled plan (1) (2) (42,632)
Equity award issuance costs (2) (115,113)
Effect of the merge (2) 12,031
Issue of share capital Global Blue Group Holding A.G. (1,495,526)

Non-controlling interests represent the participating interests of third parties in the Group's equity and are comprised of the following Group entities:

Set out below is the summarized financial information for each subsidiary that has a non-controlling interest that is material for the Group.

The first level management ("Executive Committee") and selected first and second level management ("Senior Management") of the Group were offered to participate in management share plans, allowing the members of these plans to invest in the equity of the Group. The Executive Committee were offered to invest into Global Blue Management and Co S.C.A. The senior managers were offered to invest through the Global Blue Equity Plan Employee Trust (‘the Trust’). Under both plans, the price paid for the shares equaled the grant date fair value of the share. The managers’ share plans were fully vested and were cash-settled share-based payment arrangements in the scope of IFRS 2 "Share-based payment" due to the terms and conditions of the plan.

As of August 28, 2020, as part of the Group capital reorganization and merger with FPAC, the Management Equity Plan (MEP) ceased to exist. The movement in the share-based payment liability during the period is reflected below:

The NC-PECs were part of the management investment and incentive plan put in place during the 2012 Leveraged Buy-Out (“LBO”).

As of August 28, 2020, as part of the Group capital reorganization and merger with FPAC, the NC-PECs ceased to exist. Instead, management received loan notes in Global Blue Investment and Co S.C.A. in exchange for all of their NC-PECs. These loan notes were contributed through the chain of holding companies, until management ultimately received shares in Global Blue Group A.G, the previous parent of the Group. The NC-PECs were liability classified as they were cash-settled. ~~Immediately prior~~Prior to conversion into shares of the Company during the IPO, the NC-PEC’s were revalued according to IFRS 2 as at the conversion date and reclassified in equity upon conversion from a cash-settled plan to an equity-settled plan.

~~Refer to Note 23 for further details.~~

As part of Global Blue’s Management Incentive Plan (“MIP”) the board has decided to issue a series of equity grants in the form of Global Blue share options (SOP) and Global Blue restricted ~~shares.~~

Participation in these plans is at the board’s discretion and subject to the consent of the individual receiving the grant.

Holders of share options once vested are granted the right to purchase the Company’s shares at the exercise price.

On June 25, 2019, ~~486,527~~0.5 million share options with an exercise price of US$10.59, were granted to employees of the ~~Company,~~Group, 50 percent with the vesting date June 24, 2022 and 50 percent with the vesting date June 24, 2024. ~~Holders of share options once vested~~

On November 12, 2020, a total of ~~7.97~~8.0 million share options were granted to employees of the ~~Company. Holders of share options once vested will be granted the right to purchase the Company’s shares at the exercise price.~~Group. NaN tranches of options vesting on four respective vesting dates have been granted. Within each respective tranche, there are a further ~~four~~4 tranches of options with four different exercise ~~prices.~~prices, as below:

Grant date 11/12/2020 11/12/2020 11/12/2020 11/12/2020
Share price at grant date (USD) 10.34 10.34 10.34 10.34
Expiry date 08/15/2026 08/15/2026 08/15/2026 08/15/2026
Exercise price (USD) 8.5 10.5 12.5 14.5
Fair value per share option (USD) 0.58 0.20 0.05 0.01
The vesting date of the share options granted has been changed based on BoD approval. The change had no significant impact on calculation and the costs recognized in the income statement. The table above represents the current vesting dates.

The following table shows the SOPs granted and outstanding at the beginning and end of the reporting period:

Due to the limited history of the company’s publicly traded shares, the volatility for all plans was calculated based on the historical share price volatility of a peer group which consists of similar publicly traded companies. This list of peers was selected from the peer group which was jointly defined by FPAC management and Global Blue management for the purpose of business valuation prior to the business ~~reorganization.~~reorganization

Under this plan, participants are granted Company’s ordinary shares if they remain in the employment of the Group, and certain market and non-market conditions are met:

The shares are issued at the grant date and held as treasury shares until the vesting.

The following table shows the RSAs granted and outstanding at the beginning and end of the reporting period:

The estimated fair value is calculated based on the share price as at grant date, adjusted using the probability of achievement of the market-based performance conditions. The estimated fair value is based on the assumption that the service condition and non-market performance condition will be fully met. The model inputs were the share price at grant date and the risk free interest rate as stipulated in the table below. No dividend payments were considered in the fair value.

The fair value of Senior debt facility loan has been estimated by discounting future cash flows using the ~~effective~~nominal interest rate of the ~~Term senior~~Senior debt ~~loan as at inception, on August 28, 2020.~~facility. The fair value has been measured using observable inputs (level 2) in line with the fair value hierarchy.

The effective interest rate of the Term senior debt comprises of the amortization of debt costs, effects of IFRS 9 and the nominal interest rate of the debt.

On August 28, 2020, the group entered into a new Senior Facilities Agreement ("SFA").

The SFA comprises of a term loan of EUR630.0 million, fully drawn since inception and a Revolving Credit Facility (“RCF”) of EUR100.0 million which was drawn in cash for EUR99.0 ~~million as a precautionary measure.~~million. The proceeds from the term loan under the SFA were used to fully repay the term loan of EUR630.0 million and amounts outstanding under the RCF of EUR79.0 million under the previous Term senior ~~debt..~~debt. The SFA has a maturity date of August 28, 2025.

The interest conditions of the term loan and RCF are set as the Euribor of the period with a floor of 0.00% plus a margin. The respective margins are dependent on the Total Net Leverage, which is calculated based on the Annual financial statements as per the below table.

~~F-74~~

On February 3, 2021, Global Blue obtained a covenant waiver from its lenders under the SFA. The waiver provides that the semi-annual total net leverage financial covenant under the Facilities Agreement shall not be tested on the first two test dates, which would have been September 30, 2021 and March 31, 2022 as originally envisaged by the Facilities Agreement. On October 4, 2021, the waiver period was extended. Consequently, the first testing date of the total net leverage financial covenant will be ~~September 30, 2022.~~March 31, 2023 (the “First Test Date”).

In connection to the terms of the waiver, Global Blue agreed that for the period from (and including) September 30, 2021 to (and excluding) September 30, 2022 (the “Waiver Period”), Global Blue shall ensure that the liquidity (being the aggregate amount of cash and cash equivalents of the Group and the aggregate amount available to the Company and its subsidiaries (the “Group”) on a committed or uncommitted basis for utilization under any facilities or other debt or equity financing) on the last day of each calendar month (or, if such day is not a business day, then on the next succeeding business day) shall not be less than EUR35.0 million (the “Liquidity Condition”).

The Liquidity Condition shall cease to apply if the revenues of the Group for any calendar month first being equal to or more than an amount equal to 40% of the revenues of the Group for the pre-COVID-19 period, namely the corresponding calendar month during the period from (and including) February 1, 2019 to (and including) January 31, 2020. If the Liquidity Condition is not met, the Company can cure a breach of the Liquidity Condition with the proceeds of equity or subordinated debt contributions or any other source available to the Group.

The debt costs related to the old “SFA”, amounting to EUR9.7 million, were fully expensed in the ~~amount of EUR9.7 million.~~

For the senior debt facility, EUR9.3 million debt costs were recognized related to the new SFA. Out of this amount, ~~EUR1.1~~EUR2.9 million were amortized ~~during the year, EUR8.2~~as of March 31, 2022 (EUR1.1 million ~~are unamortized.~~as of March 31, 2021).

First-ranking security has been provided in favor of the lenders under the new SFA. This security includes pledges on the assets of material subsidiaries of the Company at the time of the ~~implementation~~conclusion of the transaction ~~security,~~ to the extent legally permitted and operationally practical. All debt being issued under the SFA ranks pari-passu.

Local credit facilities are available in certain jurisdictions and the facilities as per the end of the financial year are limited to ~~EUR18.2~~EUR8.4 million ~~(EUR21.4~~(EUR18.2 million as of March 31, ~~2020, EUR12.6~~2021, EUR21.4 million as of March 31, ~~2019)~~2020). None of these local overdraft facilities were ~~committed in nature.~~drawn as of March 31, 2022.

The total drawings under the RCF as of March 31, ~~2021~~2022 were ~~EUR99.0~~EUR99.1 million ~~( EUR0.9 under the old RCF~~(EUR99.2 million as of March 31, ~~2020)~~2021). This consists of EUR99.0 million of cash drawings, ~~which was drawn as a precautionary measure~~ and ~~EUR0.2~~EUR0.1 million (EUR0.2 million March 31, 2021) of non-cash guarantees issued for commercial and financial reasons. This leaves the Group with ~~EUR0.8~~EUR0.9 million ~~(as of~~(EUR0.8 million March 31, 2021) undrawn capacity. The RCF capacity does not qualify as cash and cash equivalents. Under the SFA, Global Blue is permitted to maintain the current level of cash drawings from the RCF until the maturity date of the facility, being August 28, 2025. At this moment, Global Blue does not intend to repay the cash drawings under the RCF within the next 12 months.

For all disclosed periods, the ~~closing of~~Other non-current liabilities are related to a pension liability plan in Sweden and the merger and listing, certain pre-transaction shareholders put in place a USD75 million Supplemental Liquidity Facility. The shareholders who are lenders under the Supplemental Liquidity Facility have retained, and not distributedcorresponding revaluations. For further details please refer to their investors, transaction proceeds to provide funding for loans they may be required to make to the Group under this commitment. This Facility would be available for 18-months, starting from August 31, 2020, and have a two-year maturity once drawn with a 2.75% interest expense. The Company, subject to the approval of the Group’s Board of Directors, will have the ability to draw upon the facility to (i) use as an EBITDA cure should there be a covenant breach or (ii) fund liquidity needs.Note 17.

As of March 31, ~~2021, no amount from~~2022 the ~~above-mentioned facility has been drawn.~~

The fair value of the put options were derived using an option pricing methodology (Monte Carlo simulations) based on projected revenue or gross profit distribution (depending on the business acquired) and is categorized as Level 3 within the fair value hierarchy due to unobservable inputs utilized in the valuation. The Group recognized EUR1.9 million of accretion expense for the financial year ended March 31, 2022 associated with put options.

The key assumptions used in the valuation were:

Deferred tax assets include an amount of ~~EUR19.1~~EUR27.3 million which relates to carried-forward tax losses of ~~our~~the Australian, German, Spanish, Swiss, ~~French~~Japanese and Italian subsidiaries, all of which are operating in the Group’s key markets from a revenue and profit-generating perspective. These losses were incurred over the last two financial ~~year~~years due to the coronavirus pandemic and the resulting travel restrictions which caused a significant reduction in revenues. Based on the latest 5-year forecast, these entities are expected to generate sufficient taxable ~~profit~~profits against which the incurred losses can be offset. Therefore, the Group has concluded that the deferred tax assets will be recoverable. The losses can be carried forward indefinitely with the exception of Switzerland and Japan, where the ~~expiry of the~~ losses isare expected to expire after 7 ~~years.~~

Out of the ~~EUR382.7~~EUR450.7 million ~~(EUR220.9~~(EUR382.7 million as of March 31, ~~2020, EUR215.0~~2021, EUR220.9 million as of March 31, ~~2019)~~2020) total tax loss carried forward, ~~EUR128.6~~for a portion of EUR173.7 million ~~(EUR14.5~~(EUR128.6 million as of March 31, ~~2020, EUR21.6~~2021, EUR14.5 million as of March 31, ~~2019) has been recognized as~~2020) a deferred tax asset has been recognized, while ~~EUR254.1~~for a portion of EUR277.0 million ~~(EUR206.4~~(EUR254.1 million as of March 31, ~~2020, EUR193.5~~2021, EUR206.4 million as of March 31, ~~2019)~~2020) no deferred tax asset has ~~not~~ been recognized as it is not probable that future taxable profits, which the Group can utilize the benefits from, will be available. The unused tax losses were mainly incurred in holding entities which are not likely to generate taxable income in the foreseeable future. A large part of the tax losses carried forward, for which no deferred tax has been recognized, either expires after 5 years or has no expiration date. An expiry date schedule is provided below:

The Group offers its employees’ pension plans and other post-employment benefit plans. The specific features of these plans (benefit formulas, fund investment policy and fund assets held) vary depending on the applicable laws and regulations in each country where the employees work. The employee benefits are accounted for in accordance with the revised IAS 19.

Commitments regarding retirement pension and family pension for employees in Switzerland ~~and Norway~~ are secured externally through a defined benefit plan and accounted for accordingly. For employees in Austria, Korea, Italy, Turkey and France, the commitment relates to a severance benefit paid at retirement as governed by local law.

For the financial year ended March 31, 2022, new retirement and severance benefit plans have been registered in Italy and Slovakia, governed by local law and in Japan and Spain, governed by individual employment contracts.

For employees in Australia, the commitment ~~regards~~relates to a long service leave ~~plans,~~plan, as governed by local law.

The table below reconciles the net obligation in respect of the Group’s pension plans and other post-employment benefit plans with the amounts recognized in the consolidated financial statements.

The expected charge to the income statement relating to post-employment plans for the financial year ending March 31, ~~2022~~2023 amounts to ~~EUR1.3 million (EUR1.5 million~~EUR1.0 (EUR1.3 for the financial year ended March 31, ~~2021, EUR1.2 million~~2022, EUR1.5 for the financial year ended March 31, ~~2020)~~2021).

Actuarial valuations of the Group’s benefit obligations were computed by the Group with assistance from external actuaries as of March 31, 2022, 2021 ~~2020~~ and ~~2019.~~2020. These calculations were based on the following financial and demographic assumptions:

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience in each territory. Mortality assumptions for the Group´s most significant country,

The table below shows the fair value of plan assets relating to the Group’s pension and other post-employment plans, split by asset category:

The employer contributions to post-employment benefit plans are as of March 31, 2022 EUR0.6 million (EUR0.7 million as of March 31, 2021, EUR0.7 million as of March 31, 2020).

The tables below summarizes the percentage change in the Net defined benefit obligation as of March 31, as a result of sensitizing each of the metrics (discount rate, salary growth rate, and actuarial basis (mortality)) on a country-level:

Commitments regarding retirement pension and family pension for employees in Sweden are secured through an insurance policy with Alecta. This is a defined benefit plan that includes several employers. The pension plan according to the supplementary pensions for salaried employees, ITP (industrins tilläggspension) which is secured by insurance policies with Alecta, is reported as a defined contribution plan. Please note that the related liabilities and assets amounting to ~~EUR2.5~~EUR2.6 million as of March 31, 2022 (EUR2.5 million as of March 31, 2021, ~~(EUR2.0~~EUR2.0 million as of March 31, ~~2020, EUR2.1 million as of March 31, 2019)~~2020) are presented under “Other ~~long-term~~non-current financial liabilities” (Note 27) and “Other non-current receivables” (Note 17), respectively.

Other pension provisions are related to pension plans for senior management. The plans have been treated as defined contribution plans. Commitments regarding endowment insurances were secured through three insurance

Provisions primarily relate to a legal claim in Portugal and to tax risks in respect of social contributions in France. Provision ~~for other liabilities~~charges are recognized within operating expenses and ~~charges~~the unwinding of discount within finance costs in the income statement.

No contingent liabilities were identified by the Group. ~~The provision charge is recognized in profit and loss within "Operating expenses” as “Other operating expenses" and in “Net finance costs”.~~

Due to the current nature of ~~accrued immediate refunds.~~

~~Other current liabilities of EUR11.6 million (EUR0.6 million as~~As of March 31, ~~2020, EUR1.0~~2021, other current liabilities include EUR9.6 million ~~as of March 31, 2019) mainly consist of~~ contingent consideration ~~payables (earn out) as part~~in respect of the acquisition of ~~ZigZag Global. The earn~~ZigZag. As the performance targets set out ~~is measured at~~in the ~~fair value~~purchase agreement were not met as atof December 31, 2021, the ~~acquisition date. For more information, refer to Note 37.~~

As of August 28, 2020, as part of the Group capital reorganization and merger with FPAC, the Management Equity Plan (MEP), which was recognized as a share-based payment obligation, ceased to exist. For more information, refer to Note 25.

~~Other~~As of March 31, 2022 other accrued liabilities primarily include ~~primarily~~accruals for courier costs and customer contracts. As of March 31, 2021 other accrued liabilities included an accrual for ~~the~~a tax ~~matter~~penalty in France for EUR 6.5 million. On April 13, 2021 Global Blue received the corresponding collection notice from the French tax authorities ~~for this matter~~ and ~~has paid the amount~~ on April 15, ~~2021.~~2021 settled the amount.

On ~~March 19,~~September 6, 2021, ~~through its newly established subsidiary ZZ Global Blue Holding,~~ the Group ~~acquired 100% of the share capital of ZigZag Global Ltd.,~~purchased, through numerous steps, an additional 45.9% stake in Yocuda, a ~~UK-based company operating~~leading digital receipt provider based in the ~~e-commerce sector~~United Kingdom, for ~~total~~GBP3.0 million (EUR3.5 million). This resulted in an increase in its existing shareholding from 10.4% to 56.3% and obtaining control.

~~F-86~~

Yocuda has been fully consolidated for the period from September 6, 2021 to March 31, 2022 and in this period has not contributed any material results. The results from operations, had Yocuda been acquired at the beginning of the annual reporting period, are also not material.

The goodwill acquired represents synergies arising from ~~ZigZag’s ability~~Yocuda’s inherent value of its workforce and its capacity to develop future customer relationships and new ~~technology and the inherent value of its workforce.~~technology. The goodwill is not expected to be deductible for tax purposes.

The key and sole intangible asset identifiable separately from goodwill is ~~ZigZag’s~~Yocuda’s technology with a fair value of ~~EUR5.2 million.~~EUR1.2 million as at the acquisition date. The fair value ~~have~~has been calculated using an average of fair value obtained through the ~~Multi-Period Excess Earning~~

On March 19, 2021, ~~and 2025, driven by~~ the ~~transaction revenues, with a revenue growth stabilization around 22.0% per year.~~

The fair value of net assets acquired and consideration paid in respect of the acquisition of ~~Refund Suisse~~businesses in the two years ended March 31, 2022 and March 31, 2021 are presented in the table below. There were ~~as follows:~~

The consolidated financial statements ~~include~~represent the financial statements of Global Blue Group Holding AG based in Brüttisellen, Switzerland, and its subsidiaries as of March 31, ~~2021.~~2022.

Global Blue Acquisition B.V. acts as a holding company for Global Blue Holland B.V. and as the finance center for the Group.

Schedule I has been provided pursuant to the requirements of Securities and Exchange Commission (“SEC”) Regulation S-X Rule 12-04(a), which require condensed financial information as to financial position, cash flows

Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.

The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements, except that investments in subsidiaries are included at cost less any provision for impairment in value.

As of March 31, ~~2021~~2022 there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

During the year ended March 31, 2022 and 2021 no cash dividends were either declared nor p~~aid~~paid by the Company.

The Group holds interests in joint ventures and associates that are individually not ~~material, the main ones being~~material. The two most significant investments are Europass S.A.S and Cash Paris Tax Refund, both French-based companies involved in the TFSS business. ~~Both entities are accounted for using the equity method in the consolidated financial statements.~~

As ~~part~~ of March 31, 2022,the ~~investments,~~book value of loans granted by the Group to joint ventures ~~amount to EUR0.6~~and associates is nil (EUR0.6 million as of March 31, 2021, ~~(EUR1.5~~EUR1.5 million as of March 31, ~~2020, EUR0 million as of March 31, 2019)~~2020).

(EUR thousand) As of March 31
2021 2020 2019
Joint ventures 2,744 2,892 840
Other investments 753 3 1,604
Carrying amount of the Company’s interests: 3,497 2,895 2,444
Other investments represent equity securities not held for trading.

On February 1 and February 14, 2022, Global Blue acquired minority shares of 1% and 17.45% in technology companies Twig and Toshi for a consideration of GBP1.0 million (EUR1.2 million) and GBP2.1 million (EUR2.5 million), respectively.

The fair value adjustment results from the revaluation of the minority investment in Yocuda before the step acquisition and was recognized in other operating expenses in the income statement.

Global Blue Group Holding AG is a publicly listed company, where the largest shareholders are funds managed by Silver Lake Partners and Partners Group.

During the financial year, there were no transactions with related parties other than disclosed below.

The remuneration to the board of directors and the Executive Committee members, who are the key management personnel of the Group, is set out below in aggregate for each of the categories ~~specified in~~prescribed by IAS 24 Related Party Disclosures.

Silver Lake Partners and Partners Group credited/charged a monitoring fee to the Group of EUR(1.0) million (EUR0.5 million for the financial year ended March 31, 2020, EUR0.7 million for the financial year ended March 31, 2019). The monitoring fees were waived from January 1, 2020, meaning that there shall be no further monitoring fee payments after the financial year ended March 31, 2020.

As of August 28, 2020, as part of the Group capital reorganization and merger with FPAC, the Management Equity Plan (MEP) ceased to exist, ~~and~~therefore there are no balances ~~are left~~outstanding as of March 31, 2022 or March 31, 2021.

As a result of the capital reorganization, the management equity plan was restructured and, as a result, managers own shares directly in the Company. Please refer to Note 25 for further details.

As of March 31, 2022, Silver Lake and Affiliates, Partners Group and Affiliates, and EBT held 9,766,667 warrants for a total value of EUR4.5 million (EUR9.9 million as of March 31, 2021, and nil as of March 31, 2020).

The outstanding Public and Private Warrants as of March 31, 2022 amount to 30,735,950 (30,735,950 as of March 31, 2021, and nil as of March 31, 2020) with a fair value of EUR12.1 million (EUR31.0 million as of March 31, 2021, and nil as of March 31, 2020). There were no Warrants exercised during the financial year ended March 31, 2022, whereas there were 114,024 Public Warrants exercised at a price of USD11.50 and at a 1:1 equivalent to ordinary shares, during the financial year ended March 31, 2021.

The Group has employed a Black-Scholes pricing model to estimate the fair value of the Private Warrants issued on August 28, 2020, notably the fair value of the call option inherent in the Private Warrants, using as key inputs the Group’s share price, risk-free rate, implied Public Warrant volatility, the warrants’ maturity, and the Public Warrants’ market price.

Please refer to Note 5, and Note 42 for further details.

As of August 28, 2020 a capital reorganization took place within the Group. 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. Please refer to Note 23 for details.

Holders of ~~these~~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.

Holders of these shares are entitled to dividends and are entitled to 1 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.

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.

The Company can exercise a call option with 20 days’ notice to exchange the Preference shares ~~1:1~~1.1 for Ordinary shares.

The call option can only be exercised if (i) the 30 day VWAP of the ordinary shares is at least USD18.00 per share and (ii) no blackout or lockup is in effect.

The Company may redeem the 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 Common Shares is at least USD10.00 or the value attributable on such change of control is USD10.00.

Each holder of Preference shares is entitled to a priority share of the liquidation proceeds up to ~~USD10.~~USD10.00. The remainder is distributed to the holders of the Ordinary shares.

For the financial year ended March 31, 2022, there was no change in the conditions for the Put/Call Options, redemption or liquidation of the Preference shares.

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 ~~goods or~~ services provided by FPAC at the date of the merger. The Warrants were accounted for in accordance with ~~IFRS2~~IAS32 as ~~equity settled~~liability and were measured at the fair value of the equity instrument granted.

30,735,950 warrants are outstanding as of March 31, ~~2021.~~2022. Please refer to Note 2341 for details of the movement in the number of warrants during the period.

The conditions for the Warrants are as listed below:

The Public Warrants became exercisable on September 30, 2020 (30 days after the closing). The Public Warrants expire on August 31, 2025 (the fifth anniversary of the closing).

The Private Warrants represent the right to purchase 1 of the Company shares at a price of USD11.50 per share.

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.

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).

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:

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.”

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 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.

For the financial year ended March 31, 2022, there was no change in the conditions for the Warrants. Please refer to Note 5 and Note 41 for details.

The COVID-19 pandemic and the related preventative measures ~~as well as the associated curtailment of international travel and diminished economic activity,~~ have negatively impacted Global Blue’s business and recent results of operations and financial condition. ~~Since early March 2020, when government travel restrictions have been generally implemented, international travel and extra-regional shopping sectors have experienced a significant reduction~~Early in ~~activity. Global Blue’s Sales-in-Stores (“SiS”) for~~ the financial year ended March 31, ~~2021 decreased 89% relative to the prior year. Revenues for the same period and relative to the respective period in the prior year, were also down 89%.~~

At the early stages of the outbreak, Global Blue has adopted a wide range of short-term measures ~~to reduce~~that reduced its monthly cash expenditures while still maintaining core internal functions, serving clients who ~~remain~~remained active ~~and~~while preserving the ability to ramp-up operations to capture volume ~~rebound. These short-term measures included the following impacts~~when it starts to ~~personnel and non-personnel costs:~~

In periods of travel disruptions, such as the ongoing COVID-19 pandemic, Global Blue’s cash generation during the first few months increases as a result of (i) a reduction in cash outflow for VAT refunds to international shoppers and (ii) cash inflow from short-dated VAT receivables from merchants and tax authorities for the full VAT associated with earlier refunded TFS transactions. Assuming a longer travel disruption, the cash balance is expected to gradually decrease as a result of (i) the lack of cash inflow from TFS processing fees due to the lack of new TFS transactions, (ii) cash outflows for monthly expenditures and to settle longer-dated merchant payables and (iii) monthly cash expenditures.

~~Once the COVID-19 pandemic subsides and~~As international travel and global economic activity resumes, Global Blue ~~might experience rapid~~is experiencing volume ~~growth (assuming a quick~~growth. This recovery ~~to pre-pandemic levels), which would lead to a temporary surge~~is driving an increase of its net working capital and liquidity needs. ~~We expect this would be~~This growing working capital requirement is being funded through cash and ~~cash equivalents on our statement~~may also require additional sources of financial position and bank overdraft facilities. Historically, Global Blue has regularly drawn its revolving credit facilities, particularly over the summer (being the period with heightened leisure travel and its corresponding tax-free shopping demand) to finance net working capital needs. Such drawings have typically been repaid during the months following increased needs for working capital as Global Blue collects VAT receivables. Given the global and evolving nature of the pandemic and its impact on the international travel and extra-regional shopping sectors, and its impact on consumer spending through any economic recession, the level of our working capital needs for the financial year ending March 31, 2022 cannot be accurately quantified at this time.

Global Blue’s trade payables ~~decreased~~increased from ~~EUR237.3 million as of March 31, 2020 to~~ EUR147.5 million as of March 31, ~~2021.~~2021 to EUR166.1 million as of March 31, 2022. Of the ~~remaining~~ March 31, ~~2021~~2022 balance, ~~EUR48.2~~EUR62.8 million represents payables to merchants for revenue shares generally subject to those merchants having settled their respective outstanding VAT receivables or

~~Global Blue’s trade receivables decreased from EUR141.3 million as of March 31, 2020 to EUR31.3 million as of March 31, 2021, ma~~inly from collection of VAT receivables from merchants. In the initial months following travel disruptions such as the ongoing COVID-19 pandemic, Global Blue generates cash from collecting near-term VAT receivables from merchants and tax authorities for the full VAT associated with earlier refunded TFS transactions. The Company believes that the combination of its cash and cash equivalents, the Supplemental Liquidity Facility, ~~and our~~ local credit lines and the investment agreement described in Note 44 will be sufficient to meet liquidity needs and fund necessary capital expenditure for at least the next 12 months from the date of these financial statements. Given the near-term impacts of the COVID-19 pandemic, and that the exact timing of the revenue recovery to pre-COVID-19 levels are based on the uncertainties of the pandemic and related macro effects as opposed to company-specific factors, Global Blue considered a range of potential recovery scenarios in formulating this view.

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

~~(c)~~(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

1.I have reviewed this annual report on Form 20-F of Global Blue Group Holding AG;

4. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

~~(c)~~(d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.


Title of each class	Trading Symbol	Name of ea ch exchange on which registered
Ordinary Shares, nominal value CHF 0.01 per share	GB	New York Stock Exchange
Warrants to purchase ordinary shares	GB.WT	New York Stock Exchange


Large accelerated filer ☐			Accelerated filer ☐			Non-accelerated filer ☒			Emerging growth company ☒


US GAAP	International Financial Reporting Standards	Other
	as issued by the International Accounting Standards Board
☐	☒	☐


		PAGE

	Forward-looking statements	5

PART I		8

Item 1.	Identity of Directors, Senior Management and Advisers	8
	A .A. Directors and Senior Management	8
	B. Advisers	8
	C. Auditors	8
Item 2.	Offer Statistics and Expected Timetable	8
Item 3.	Key Information	8
	A. ~~Selected Financial Data~~[Reserved]	8
	B. Capitalization and Indebtedness	108
	C. Reasons for the Offer and Use of Proceeds	108
	D. Risk Factors	118
Item 4.	Information on the Company	3531
	A. History and Development of the Company	3531
	B. Business Overview	3632
	C. Organizational Structure	4038
	D. Property, Plants and Equipment	4140
Item 4A.	Unresolved Staff Comments	4240
Item 5.	Operating and Financial Review and Prospects	4240
	A. Operating Results	4241
	B. Liquidity and Capital Resources	53
	C. Research and Development, Patents and Licenses	6362
	D. Trend Information	6463
	E. ~~Off-Balance Sheet Arrangements~~Critical Accounting Estimates	65
	~~F. Tabular Disclosure of Contractual Obligations~~	65
	~~G. Safe Harbor~~	6564
Item 6.	Directors, Senior Management and Employees	6564
	A. Directors and Senior Management	6564
	B. Compensation	70
	C. Board Practices	7978
	D. Employees	8079
	E. Share Ownership	8281
Item 7.	Major Shareholders and Related Party Transactions	8281
	A. Major Shareholders	8281
	B. Related Party Transactions	8382
	C. Interests of Experts and Counsel	89
Item 8.	Financial Information	89
	A. Consolidated Statements and Other Financial Information	89
	B. Significant Changes	91
Item 9.	The Offer and Listing	92


	C. Markets	92
	D. Selling Shareholders	92
	E. Dilution	92
	F. Expenses of the Issue	92
Item 10.	Additional Information	92
	A. Share Capital	92
	B. Memorandum and Articles of Association	92
	C. Material Contracts	92
	D. Exchange Controls	93
	E. Taxation	93
	F. Dividends and Paying Agents	99
	G. Statement by Experts	99
	H. Documents on Display	99
	I. Subsidiary Information	~~100~~99
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	100
Item 12.	Description of Securities Other than Equity Securities	~~102~~101
	A. Debt Securities	~~102~~101
	B. Warrants and Rights	~~102~~101
	C. Other Securities	~~102~~101
	D. American Depositary Shares	~~102~~101

PART II		103

Item 13.	Defaults, Dividend Arrearages and Delinquencies	103
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	103
Item 15.	Controls and Procedures	103
Item 16A.	Audit Committee Financial Expert	105
Item 16B.	Code of Ethics	105
Item 16C.	Principal Accountant Fees and Services	~~105~~106
Item 16D.	Exemptions from the Listing Standards for Audit Committees	106
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	106
Item 16F.	Change in Registrant’s Certifying Accountant	106
Item 16G.	Corporate Governance	106
Item 16H.	Mine Safety Disclosure	109
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	109

PART III		110

Item 17.	Financial Statements	110
Item 18.	Financial Statements	110
Item 19.	Exhibits	110


CONSOLIDATED INCOME STATEMENT
	For the financial year ended March 31
	2021		2020		2019		2018
	(in EUR millions)
Total revenue	44.7		420.4		413.0		421.4
Operating expenses	(475.2)		(379.2)		(354.4)		(361.6)
Operating (Loss) / profit	(430.5)		41.2		58.5		59.9


Net finance costs	(24.0)		(31.8)		(28.7)		(32.1)
(Loss) / Profit before tax	(454.5)		9.4		29.8		27.7
Income tax benefit / (expense)	31.0		(7.7)		(23.0)		(8.3)
(Loss) / Profit for the period	(423.5)		1.7		6.9		19.5
Owners of the parent	(422.1)		(3.5)		2.4		15.7
Non-controlling interests	(1.4)		5.2		4.5		3.8
(Loss) / Profit for the period	(423.5)		1.7		6.9		19.5

Shares outstanding	211,252,951		40,000,000		40,000,000		40,000,000

Basic and diluted (loss) / profit per ordinary share	EUR	(2.30)	EUR	(0.02)	EUR	0.01	EUR	0.39
Basic and diluted (loss) / profit per preference share	EUR	(2.73)	EUR	—	EUR	—	EUR	—


Adjusted EBITDA
	For the financial year ended March 31
	2021	2020		2019		2018
	(in EUR millions)
Operating Profit/(Loss)	(430.5)	41.2		58.5		59.9
Exceptional items	274.3	16.0		9.9		24.4
Depreciation and amortization	116.3	113.6		105.1		86.7
Adjusted EBITDA	(39.9)	170.7		173.5		171.0
Adjusted EBITDA Margin (%)	(N/A)	40.6	%	42.0	%	40.6	%


Adjusted NET INCOME/(LOSS) (GROUP SHARE)
	For the financial year ended March 31
	2021		2020		2019		2018
	(in EUR millions)
(i) Income tax benefit/(expense)	31.0		(7.7)		(23.0)		(8.3)

Tax effect of adjustments	(16.5)		(14.9)		(3.4)		(20.6)
(ii) Adjusted tax expenses	14.5		(22.6)		(26.3)		(28.9)
(iii) Profit/(Loss) before tax	(454.5)		9.4		29.8		27.7
Exceptional Items	274.3		16.0		9.9		24.4
Amortization of intangible assets acquired through business combinations	74.6		74.5		74.6		74.8
(iv) Adjusted Profit/(Loss) before tax	(105.7)		99.8		114.3		127.0

(i)/(iii) Effective Tax Rate (%)	6.8	%	82.1	%	76.9	%	29.8	%
(ii)/(iv) Adjusted Effective Tax Rate (%)	13.7	%	22.7	%	23.0	%	22.7	%


CONSOLIDATED STATEMENT OF FINANCIAL POSITION
	As of March 31,
	2021	2020	2019	2018
	(in EUR million)
ASSETS
Non-current assets	709.9	712.8	777.8	783.1
Current assets	251.3	411.4	421.3	384.4
Total assets	961.2	1,124.2	1,199.2	1,167.6

EQUITY AND LIABILITIES
Share capital	1.9	0.3	0.3	0.3
Share premium	1,633.7	391.9	391.9	391.9
Other equity	(10.1)	0.0	0.0	0.0
Other reserves	(959.1)	(11.9)	(1.2)	(5.6)
Accumulated losses	(742.8)	(317.2)	(312.5)	(305.9)
Equity attributable to owners of the parent	(76.4)	63.1	78.5	80.7
Non-controlling interests	6.8	8.4	8.4	8.9

Total equity	(69.6)	71.5	87.0	89.6

LIABILITIES
Non-current liabilities	779.6	704.0	717.8	689.1
Current liabilities	251.2	348.7	394.4	388.8

Total liabilities	1,030.8	1,052.7	1,112.2	1,078.0

Total equity and liabilities	961.2	1,124.2	1,199.2	1,167.6


	For the Financial Year Ended March 31
Revenue by geography and by segment	2021	2020	2019
	(in EUR millions)
Europe	25.6	317.1	304.2
Asia	5.0	39.4	41.8
Rest of the World	0.2	3.0	3.3
Total TFSS	30.8	359.6	349.3
Europe	3.3	14.8	16.7
Asia	10.5	46.0	47.0
Rest of the World	0.0	0.0	0.0
Total AVPS	13.9	60.8	63.7
Total Revenue	44.7	420.4	413.0


Revenue by geography and by segment
			For the financial year ended March 31
			2022	2021	2020
			(in EUR millions)
Europe			82.6	25.6	317.1
Asia	5.4	5.0	39.4
Rest of the World			1.6	0.2	3.0
Total TFSS	89.6	30.8	359.6
Europe			6.6	3.3	14.8
Asia	16.7	10.5	46.0
Rest of the World			—	—	—
Total AVPS	23.3	13.9	60.8
Europe			13.1	—	—
Asia	—	—	—
Rest of the World			—	—	—
Total CRTS	13.1	—	—
Europe			102.3	28.9	332.0
Asia	22.1	15.5	85.4
Rest of the World			1.6	0.2	3.1
Total Revenue	125.9	44.7	420.4
Europe			89.2	28.9	332.0
Asia	22.1	15.5	85.4
Rest of the World			1.6	0.2	3.1
Total Revenue without CRTS	112.9	44.7	420.4


Name			Country of Incorporation and Place of Business Address			Nature Of Business			Proportion of Ordinary Shares held by the Group


Currency Select Pty Limited	Sydney, Australia	AVPS	100.00%
Global Blue Acquisition B.V.	Amsterdam, The Netherlands	Finance Company	100.00%
Global Blue Currency Choice Singapore Pte Ltd	Singapore, Singapore	AVPS	100.00%
Global Blue Deutschland GmbH	Düsseldorf, Germany	Tax-Free Shopping	100.00%
Global Blue España SA	Madrid, Spain	Tax-Free Shopping	100.00%
Global Blue France	Paris, France	Tax-Free Shopping	100.00%
Global Blue Group AG	Eysins, Switzerland	Holding Unit	100.00%
Global Blue Holding B.V.	Amsterdam, The Netherlands	Holding Unit	100.00%
Global Blue Holding Limited	George Town, Cayman Islands	Holding Unit	100.00%
Global Blue Holland BV	Amsterdam, The Netherlands	Tax-Free Shopping	100.00%
Global Blue Italia S.r.l.	Milan, Italy	Tax-Free Shopping	100.00%
Global Blue SA	Eysins, Switzerland	Head Office Company	100.00%
Global Blue Service AB	Stockholm, Sweden	Service Provider	100.00%
Global Blue Service Company Austria GmbH	Vienna, Austria	Service Provider	100.00%
Global Blue Singapore Pte Ltd	Singapore, Singapore	Tax-Free Shopping	100.00%
Global Blue TFS Japan Co., Ltd.	Tokyo, Japan	Tax-Free Shopping	50.93%
~~Global Blue US Holdco LLC~~	~~Wilmington, United States~~	~~Holding Unit~~	~~100.00%~~


(EUR thousand)	As of March, 31
Net debt	2022	2021	2020

Cash and cash equivalents	(51,690)	(182,783)	(226,139)
Borrowings - repayable after one year	729,000	729,000	630,000
Net Debt	677,310	546,217	403,861
Lease liabilities - repayable within one year	10,538	12,578	14,001
Capitalized financing fees	(6,446)	(8,255)	(9,672)
IFRS 9 effect Senior Debt	—	—	4,267
Bank overdraft	676	111	1,081
Lease liabilities - repayable after one year	11,319	19,122	27,750
IFRS Net Debt	693,397	569,773	441,288


Company’s Leverage	TL Margin	RCF Margin
Higher than 4.00:1	2.75%	2.50%
Equal to or less than 4.00:1 but higher than 3.50:1	2.25%	2.00%
Equal to or less than 3.50:1 but higher than 3.00:1	2.00%	1.75%
Equal to or less than 3.00:1 but higher than 2.50:1	1.75%	1.50%
Equal to or less than 2.50:1 but higher than 2.00:1	1.50%	1.25%
Equal to or less than 2.00:1 but higher than 1.50:1	1.25%	1.00%
Equal to or less than 1.50:1	1.00%	0.75%


Directors	Age	Position
Thomas W. Farley	4546	Chairman of the Board of Directors, Director
Jacques Stern	5657	Chief Executive Officer, Director
~~Marcel Erni~~Ulf Pagenkopf	5637	Director
Christian Lucas	5153	Director
Joseph Osnoss	4344	Director
~~Angel Ying Zhao~~Guoming Cheng	4750	Director
Eric Strutz	5657	Director
Eric Meurice	6465	Director
Tom Klein	60	Director


Name	Age	Position
Anamaria Tudor	32	Senior Vice President & Global Human Resources Director
Damian Cecchi	4849	Senior Vice President of Added Value Payment Solutions
Fabio Ferreira	4849	Chief Information Officer
Greg Gelhaus	4546	Chief Operating Officer—APAC
Jacques Stern	5657	Chief Executive Officer
Jeremy Henderson-Ross	4445	General Counsel and Company Secretary
Jeremy Taylor	4546	Senior Vice President Operations
Jorge Casal	5354	Senior Vice President New Markets, Americas and Public Affairs
Laurent Delmas	5758	Chief Operating Officer—Europe South
~~Loïc Jenouvrier~~	53	~~Chief Financial Officer and Human Resources Senior Vice President~~
Pier Francesco Nervini	5253	Chief Operating Officer—Europe North, Central and Global Accounts
Roxane Dufour	40	Chief Financial Officer
Tomas Mostany	4950	Senior Vice President of Tax Free Shopping Technology Solutions
Virginie Alem	37	Senior Vice President Marketing, Communications & Customer Value Creation


Name	Gross Salary	Bonus	Other Compensation(1)	Employer’s Social & Pension Contributions	Long-term Incentive Plan(2)	Total
Jacques Stern	750	0	0	256	4,171	5,177
Other Executives	3,279	187	355	971	3,332	8,123
Total Executive Management Compensation(3)	4,029	187	355	1,227	7,503	13,300


Name	Gross Salary	Bonus	Other Compensation(1)	Employer’s Social & Pension Contributions	Long-term Incentive Plan(2)	Total
Jacques Stern	668	0	0	232	1,799	2,699
Other Executives	2,796	203	379	831	1,586	5,796
Total Executive Management Compensation(3)	3,464	203	379	1,063	3,385	8,495


			As of March 31
	2022	2021	2020
			(in EUR millions)
Long-term financing—term senior debt	—	—	634.3
Long-term financing—senior debt facility(1)			630.0	630.0	—
Capitalized financing fees(2)			(6.4)	(8.3)	(9.7)
Revolving Credit Facility(3)			99.0	99.0	—
Other bank overdraft(4)			0.7	0.1	1.1
Total interest-bearing loans and borrowings			723.2	720.9	625.7


	Payments Due By Period
	Total	Less than 1 Year	1 –3 Years	3 ��5 Years	More than 5 Years
	(in EUR millions)
Loans and Borrowings(1)	729.0	0.0	99.0	630.0	—
Interest loans and borrowings(2)	88.6	20.3	55.2	13.1	—
Other bank overdraft	0.1	0.1	—	—	—
Lease liability(3)	31.7	12.6	14.2	4.2	0.7
Total contractual obligations and commitments	849.4	33.0	168.4	647.3	0.7


(in EUR thousands)	Chair	Member
Board of Directors	-	8794
Audit Committee	-	-
Nomination and Corporate Governance Committee	-	-


Name	Name	Function	Gross Compensation	Employer’s Social & Pension Contributions	Long-term Incentive Plan(2)	Total Compensation	Name	Function	Gross Compensation	Employer’s Social & Pension Contributions	Long-term Incentive Plan(2)	Total Compensation
Thomas W. Farley	Thomas W. Farley	Chairman, Director	—	—	—	—	Thomas W. Farley	Chairman, Director	—	—	—	—
Jacques Stern(1)	Jacques Stern(1)	Chief Executive Officer, Director	—	—	—	—	Jacques Stern(1)	Chief Executive Officer, Director	—	—	—	—
Marcel Erni		Director	—	—	—	—
Ulf Pagenkopf							Ulf Pagenkopf	Director	—	—	—	—
Christian Lucas	Christian Lucas	Director	—	—	—	—	Christian Lucas	Director	—	—	—	—
Joseph Osnoss	Joseph Osnoss	Director	—	—	—	—	Joseph Osnoss	Director	—	—	—	—
Angel Ying Zhao		Director	—	—	—	—
Yulei Wang							Yulei Wang	Director	—	—	—	—
Eric Strutz	Eric Strutz	Director	80	7	101	188	Eric Strutz	Director	86	8	101	195
Eric Meurice	Eric Meurice	Director	80	7	101	188	Eric Meurice	Director	86	8	101	195
Total	Total		160	14	202	376	Total		172	16	202	389


Name	Function	RSAs	Options
Thomas W. Farley	Chairman	—	—
~~Marcel Erni~~Ulf Pagenkopf	Director	—	—
Christian Lucas	Director	—	—
Joseph Osnoss	Director	—	—
~~Angel Ying Zhao~~Yulei Wang	Director	—	—
Eric Strutz	Director	10,959	—
Eric Meurice	Director	10,959	—
Total		21,918	—


		Increase/decrease in basis points	Effect on profit before tax per annum (€ in millions)		Increase/decrease in basis points	Effect on profit before tax per annum (€ in millions)
Financial year ended March 31, 2022				Financial year ended March 31, 2022	100	3.4
Financial year ended March 31, 2021	Financial year ended March 31, 2021	100	2.8	Financial year ended March 31, 2021	100	2.8
Financial year ended March 31, 2020		100	3.6


Requirement	NYSE Requirement For US Listed Companies	Swiss Law	Global Blue Practice
Audit Committee	Must have an audit committee with at least three members and with the specific responsibilities and authority necessary to comply with SEC rules. Members must meet all of the independence requirements of the NYSE, as well as the SEC Rule 10A-3 independence requirements (subject to any available exemptions).	It is not a mandatory requirement under Swiss law to have an audit committee. There is also no requirement on independence or the total number of the members. The Swiss Code of Best Practice for Corporate Governance recommends that the audit committee consist of non-executive and independent directors only and the majority of the members should be experienced in financial and accounting matters.	The board of directors has established a compliant Finance and Audit Committee. However, it only has two ~~members.~~members, both whom are independent.
Compensation of Executives	Must have a compensation committee consisting solely of independent directors. Must satisfy the additional independence requirements specific to compensation committee membership.	Swiss law requires that the members of the compensation committee are elected by the general meeting of shareholders rather than appointed by the Board. The Swiss Code of Best Practice for Corporate Governance recommends that the Board proposes to the General Meeting of Shareholders non-executive and independent members for election to the compensation committee, and that if a proposed member is not independent, the Board should inform the General Meeting of Shareholders accordingly.	The board of directors has established a Nomination and Compensation Committee. However, its members are not all independent as determined in accordance with NYSE listing standards.


Nomination of Directors	Must have a nominating/corporate governance committee consisting solely of independent directors.	It is not a mandatory requirement under Swiss law to have a nomination committee. There is also no requirement on independence or the total number of the members. The Swiss Code of Best Practice for Corporate Governance recommends that the nomination committee should consist predominantly of non-executive and independent directors.	The board of directors has established a Nomination and Compensation Committee. However, its members are not all independent as determined in accordance with NYSE listing standards.
Executive Sessions of Independent Directors	Independent directors of a NYSE-listed company must have meetings at which only the independent directors are present.	Swiss law does not require us to hold executive sessions of the board of directors.The Swiss Code of Best Practice for Corporate Governance recommends regular non-executive sessions.	Global Blue does not hold independent directors’ meetings.
Corporate Governance Guidelines	Company must adopt and disclose corporate governance guidelines	There is no mandatory requirement to have corporate governance guidelines	Global Blue does not have corporate governance guidelines although does have organizational regulations in place which govern the structure and operation of the board and board committees.
Shareholder Approval of Equity Compensation Plans and Certain Other Share Issuances	Shareholders must approve all equity-compensation plans and material revisions thereto, with limited exemptions. Shareholder approval also required for certain other dilutive and related party equity issuances.	Swiss law does not require shareholder approval of equity compensation plans or such other share issuances although does require approval by the general meeting of shareholders for the creation or increase of authorized or conditional capital both of which can be used to issue shares in connection with equity compensation plans.	We have not and do not intend to submit for shareholder approval any equity-compensation plans or the other dilutive and related party equity issuances covered by NYSE rules.


Exhibit	Exhibit	Description	Schedule / Form	File Number	Exhibit	File Date	Exhibit	Description	Schedule / Form	File Number	Exhibit	File Date

1.1	1.1	Articles of Association of Global Blue Group Holding AG (incorporated by reference)	Form 6-K	001-39477	3.1	February 24, 2021	1.1	Articles of association of Global Blue Group Holding AG, dated as of June 13, 2022 (incorporated by reference)	Form 6-K	001-39477	3.1	June 15, 2022

1.2	1.2	Organizational Regulations of the Board of Directors of Global Blue Group Holding AG (incorporated by reference to the Shell Company Report)	Form 20-F	001-39477	1.2	September 3, 2020	1.2	Amended Organizational Regulations, dated June 13, 2022 (incorporated by reference)	Form 6-K	001-39477	10.4	June 15, 2022

2.1	2.1	Specimen ordinary share certificate of Global Blue Group Holding AG (incorporated by reference to the Registration Statement)	Form F-4/A	333- 236581	4.1	June 19, 2020	2.1	Specimen ordinary share certificate of Global Blue Group Holding AG (incorporated by reference to the Registration Statement)	Form F-4/A	333- 236581	4.1	June 19, 2020

2.2	2.2	Specimen warrant certificate of Global Blue Group Holding AG (incorporated by reference to the Registration Statement)	Form F-4/A	333- 236581	4.2	June 19, 2020	2.2	Specimen warrant certificate of Global Blue Group Holding AG (incorporated by reference to the Registration Statement)	Form F-4/A	333- 236581	4.2	June 19, 2020

2.3	2.3	Warrant Agreement, dated June 11, 2018, by and between Far Point Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the Current Report of Far Point Acquisition Corporation)	Form 8-K	001-38521	4.1	June 15, 2018	2.3	Warrant Agreement, dated June 11, 2018, by and between Far Point Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to the Current Report of Far Point Acquisition Corporation)	Form 8-K	001-38521	4.1	June 15, 2018

2.4	2.4	Warrant Assumption Agreement, dated August 28, 2020, by and among Far Point Acquisition Corporation, Global Blue Holding AG and Continental Stock Transfer & Trust Company, as Warrant agent (incorporated by reference to the Shell Company Report)	Form 20-F	001-39477	2.4	September 3, 2020	2.4	Warrant Assumption Agreement, dated August 28, 2020, by and among Far Point Acquisition Corporation, Global Blue Holding AG and Continental Stock Transfer & Trust Company, as Warrant agent (incorporated by reference to the Shell Company Report)	Form 20-F	001-39477	2.4	September 3, 2020

2.5*	2.5*	Description of Securities					2.5*	Description of Securities


4.1	4.1	Merger Agreement, dated January 16, 2020, by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Global Blue Holding L.P., Global Blue Group AG, Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative, solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC and Jacques Stern, solely in his capacity as the Management Representative (incorporated by reference to the Current Report of Far Point Acquisition Corporation)	Form 8-K/A	001-38521	2.1	January 21, 2020	4.1	Merger Agreement, dated January 16, 2020, by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Global Blue Holding L.P., Global Blue Group AG, Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative, solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC and Jacques Stern, solely in his capacity as the Management Representative (incorporated by reference to the Current Report of Far Point Acquisition Corporation)	Form 8-K/A	001-38521	2.1	January 21, 2020

4.2	4.2	Relationship Agreement, dated September 7, 2020, between Global Blue Group Holding AG, SL Globetrotter, L.P. and Antfin (Hong Kong) Holding Limited (incorporated by reference as filed by Global Blue Holding L.P., SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd.)	Schedule 13D	005-91658	B	September 8, 2020	4.2	Relationship Agreement, dated September 7, 2020, between Global Blue Group Holding AG, SL Globetrotter, L.P. and Antfin (Hong Kong) Holding Limited (incorporated by reference as filed by Global Blue Holding L.P., SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd.)	Schedule 13D	005-91658	B	September 8, 2020

4.3	4.3	Shareholders Agreement, dated August 28, 2020, by and among Global Blue Holding L.P., SL Globetrotter, L.P., Thomas W. Farley and certain members of management of Global Blue Group Holding AG (incorporated by reference to the Report of the Foreign Private Issuer)	Form 6-K	001-39477	10.1	August 31, 2020	4.3	Shareholders Agreement, dated August 28, 2020, by and among Global Blue Holding L.P., SL Globetrotter, L.P., Thomas W. Farley and certain members of management of Global Blue Group Holding AG (incorporated by reference to the Report of the Foreign Private Issuer)	Form 6-K	001-39477	10.1	August 31, 2020

4.4	4.4	Management Shareholders Agreement, dated January 16, 2020, by and among Global Blue Holding LP, SL Globetrotter, L.P., Jacques Stern, as Management Representative, Global Blue Group Holding AG, with respect to Clause 7, Partners Group Private Equity (Master Fund), LLC, Partners Group Barrier Reef, L.P. and Partners Group Client Access 5, L.P. Inc. (incorporated by reference)	Form F-4	333-236581	10.16	February 24, 2020	4.4	Management Shareholders Agreement Deed of Amendment, dated August 26, 2020, by and among Global Blue Holding L.P., Jacques Stern in his capacity as Management Representative, Global Blue Group Holding AG, SL Globetrotter, L.P. and Estera Trust (Jersey) Limited in its capacity as trustee of the Global Blue Equity Plan Employee Trust (incorporated by reference)	Form 6-K	001-39477	10.3	August 31, 2020

4.5		Management Shareholders Agreement Deed of Amendment, dated August 26, 2020, by and among Global Blue Holding L.P., Jacques Stern in his capacity as Management Representative, Global Blue Group Holding AG, SL Globetrotter, L.P. and Estera Trust (Jersey) Limited in its capacity as trustee of the Global Blue Equity Plan Employee Trust (incorporated by reference)	Form 6-K	001-39477	10.3	August 31, 2020
4.5*							4.5*	Amendment and Restatement Deed relating to the Management Shareholders Agreement, dated February 24, 2022, by and among Global Blue Holding L.P., Jacques Stern in his capacity as Management Representative, Global Blue Group Holding AG, and SL Globetrotter, L.P.


4.6	4.6	Conversion Agreement, dated August 28, 2020, by and among Global Blue Group Holding AG, Global Blue Holding LP, SL Globetrotter, L.P. and the several persons whose names and addresses are set out in each of his/her respective joinder agreements in a form substantively the same as that set out in Schedule 1 thereto (incorporated by reference to the Shell Company Report)	Form 20-F	001-39477	4.7	September 3, 2020	4.6	Conversion Agreement, dated August 28, 2020, by and among Global Blue Group Holding AG, Global Blue Holding LP, SL Globetrotter, L.P. and the several persons whose names and addresses are set out in each of his/her respective joinder agreements in a form substantively the same as that set out in Schedule 1 thereto (incorporated by reference to the Shell Company Report)	Form 20-F	001-39477	4.7	September 3, 2020

4.7	4.7	Registration Rights Agreement, dated August 28, 2020, by and among Global Blue Group Holding AG, certain affiliates of Third Point LLC, SL Globetrotter, L.P., Global Blue Holding L.P. and certain other holders listed therein (incorporated by reference)	Form 6-K	001-39477	10.2	August 31, 2020	4.7	Registration Rights Agreement, dated August 28, 2020, by and among Global Blue Group Holding AG, certain affiliates of Third Point LLC, SL Globetrotter, L.P., Global Blue Holding L.P. and certain other holders listed therein (incorporated by reference)	Form 6-K	001-39477	10.2	August 31, 2020

4.8	4.8	Waiver Letter, dated July 13, 2020, from SL Globetrotter, L.P. to Far Point Acquisition Corporation (incorporated by reference as filed by SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd.)	Amendment No. 1 to Schedule 13D	005-90520	I	July 14, 2020	4.8	Registration Rights Agreement Amendment, dated June 13, 2022, by and between Global Blue Holding AG, SL Globetrotter, L.P. and Global Blue Holdings L.P. (incorporated by reference)	Form 6-K	001-39477	10.3	June 15, 2022

4.9	4.9	Commitment Letter, dated July 13, 2020, from certain Seller Parties to Global Blue Group Holding AG, including form of Loan Agreement among certain Seller Parties and Global Blue Group Holding AG (incorporated by reference as filed by SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd.)	Amendment No. 1 to Schedule 13D	005-90520	J	July 14, 2020	4.9	Waiver Letter, dated July 13, 2020, from SL Globetrotter, L.P. to Far Point Acquisition Corporation (incorporated by reference as filed by SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd.)	Amendment No. 1 to Schedule 13D	005-90520	I	July 14, 2020

4.10	4.10	Loan Indemnity Letter, dated September 30, 2020, by and among Global Blue Holding L.P., SL Globetrotter, L.P. and Global Blue Group Holding AG (incorporated by reference)	Form F-1/A	333-248927	10.9	October 6, 2020	4.10	Commitment Letter, dated July 13, 2020, from certain Seller Parties to Global Blue Group Holding AG, including form of Loan Agreement among certain Seller Parties and Global Blue Group Holding AG (incorporated by reference as filed by SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd.)	Amendment No. 1 to Schedule 13D	005-90520	J	July 14, 2020

4.11	4.11	Letter Agreement, dated August 15, 2020, by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., individually and in its capacity as the GB Shareholders’ Representative under Merger Agreement, Global Blue Group AG, Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P. (incorporated by reference to the Current Report of Far Point Acquisition Corporation)	Form 8-K	001-38521	10.1	August 17, 2020	4.11	Loan Indemnity Letter, dated September 30, 2020, by and among Global Blue Holding L.P., SL Globetrotter, L.P. and Global Blue Group Holding AG (incorporated by reference)	Form F-1/A	333-248927	10.9	October 6, 2020

4.12							4.12	Amendment, effective November 22, 2021, to Loan Agreement dated September 30, 2020 between Global Blue Group Holding AG, as borrower, and SL Globetrotter, L.P. and Global Blue Holding L.P., as lenders (incorporated by reference)	Form 6-K	001-39477	4.1	November 23, 2022


Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (P CAOB ID 1358)			F-2

Consolidated Statement s of Financial Position as of March 31, ~~2021~~202 2 , 202 ~~2020~~1 , and ~~2019~~20 20			F-4

Consolidated Income Statements for the years ended March 31, 2022, 2021, ~~2020~~ and ~~2019~~20 20			F-5

Consolidated Statements of Comprehensive Income/(Loss) for the years ended March 31, 2022, 2021, ~~2020~~ and ~~2019~~20 20			F-6

Consolidated Statements of Cash Flows for the years ended March 31, 2022, 2021, ~~2020~~ and ~~2019~~20 20			F-7

Consolidated Statements of Changes in Equity for the years en ~~ded~~ ended March 31, 2022, 2021, ~~2020,~~ and ~~2019~~20 20			F-8

Notes to the Consolidated Financial Statements			F-12


As of March 31, 2021
(EUR thousand)	Notes	Issued capital ordinary shares	Issued capital preference shares	Share premium ordinary shares	Share premium preference shares	Other equity ordinary shares	Other equity preference shares	Equity settled share based payment	Warrants	Put Options	Other reserve	Foreign currency translation reserve	Remeasurements of post employment benefit obligations	Accumulated losses	Equity	Non-controlling interests	Total equity

Balance as of April 1, 2020	23	341	0	391,856	0	0	0	0	0	0	9,915	(19,470)	(2,326)	(317,195)	63,121	8,376	71,497

Loss for the year		—	—	—	—	—	—	—	—		—	—	—	(422,116)	(422,116)	(1,413)	(423,529)

Other comprehensive income / (loss)	23	—	—	—	—	—	—	—	—		0	4,763	165	—	4,928	(648)	4,280

Total comprehensive income / (loss)		—	—	—	—	—	—	—	—	—	0	4,763	165	(422,116)	(417,188)	(2,061)	(419,249)

Issuance of share capital Global Blue Group Holding A.G.		1,302	184	1,181,450	166,969	—	—	—	—		(1,495,526)	—	—	—	(145,621)	—	(145,621)
Acquisition of treasury shares Estera Trust Ltd.		—	—	—	—	(8,812)	(1,246)	—	—		10,058	—	—	—	0	—	0
Reclassification adjustment from Global Blue Group A.G. to Global Blue Group Holding A.G.		(41)	(6)	(37,508)	(5,301)	—	—	—	—		42,856	—	—	—	0	—	0
Exchange of Global Blue management loan notes into shares		(299)	(42)	(343,335)	(48,521)	—	—	—	—		464,162	—	—	—	71,965	—	71,965

Effects of the capital reorganization		962	136	800,607	113,147	(8,812)	(1,246)	—	—	—	(978,450)	—	—	—	(73,656)	—	(73,656)

Issuance of share capital Global Blue Group Holding A.G.		181	—	58,800	—	—	—	—	—	—	—	—	—	(1,194)	57,787	—	57,787
Conversion of preference shares into ordinary shares		55	(55)	50,045	(50,045)	—	—	—	—	—	—	—	—	—	0	—	0
Exercises of warrants		1	—	1,139	—	—	—	—	(72)	—	—	—	—	—	1,068	—	1,068
Issuance of share capital as consideration for the merger with FPAC		258	37	234,978	33,208	—	—	—	—	—	—	—	—	—	268,481	—	268,481
Employee share schemes		—	—	—	—	—	—	1,239	—	—	—	—	—	—	1,239	—	1,239


Conversion of shares into equity settled plan		—	—	—	—	—	—	42,632	—	—	—	—	—	—	42,632	—	42,632
Equity award issuance costs		—	—	—	—	—	—	—	20,196	—	115,113	—	—	—	135,309	—	135,309
Shares bought back by Global Blue Group A.G.		—	—	—	—	—	—	—	—	—	(152,787)	—	—	—	(152,787)	—	(152,787)
Acquisition of treasury shares Global Blue Group II GmbH		—	—	—	—	(65)	—	—	—	—	—	—	—	—	(65)	—	(65)
Dividends		—	—	—	—	—	—	—	—	—	—			—		(155)	(155)
Total contribution by and distribution to owners of the parent, recognized directly in Equity		495	(18)	344,962	(16,837)	(65)	—	43,871	20,124	0	(37,674)	—	—	(1,194)	353,664	(155)	353,509

Change in non-controlling interests		—	—	—	—	—	—	—	—		—	—	—	(607)	(607)	619	12
Other transactions		—	—	—	—	—	—	—	—		—	—	—	(1,724)	(1,724)	0	(1,724)
Total transactions with owners of the parent, recognized directly in Equity		—	—	—	—	—	—	—	—	—	—	—	—	(2,331)	(2,331)	619	(1,712)

Balance as of March 31, 2021	23	1,798	118	1,537,425	96,310	(8,877)	(1,246)	43,871	20,124	0	(1,006,209)	(14,707)	(2,161)	(742,836)	(76,390)	6,779	(69,611)


As of March 31, 2020
For the financial year ended March 31, 2020												For the financial year ended March 31, 2020
(EUR thousand)	(EUR thousand)	Notes	Issued capital ordinary shares	Share premium ordinary shares	Other reserve	Foreign currency translation reserve	Remeasurements of post employment benefit obligations	Accumulated losses	Equity	Non-controlling interests	Total equity	(EUR thousand)	Notes	Issued capital ordinary shares	Share premium ordinary shares	Other reserve	Foreign currency translation reserve	Remeasurements of post employment benefit obligations	Accumulated losses	Equity	Non-controlling interests	Total equity

Balance as of April 1, 2019	Balance as of April 1, 2019	23	341	391,856	9,890	(10,572)	(519)	(312,455)	78,541	8,426	86,967	Balance as of April 1, 2019		341	391,856	9,890	(10,572)	(519)	(312,455)	78,541	8,426	86,967

Profit/(loss) for the year	Profit/(loss) for the year		—	—	—	—	—	(3,532)	(3,532)	5,201	1,669	Profit/(loss) for the year		—	—	—	—	—	(3,532)	(3,532)	5,201	1,669

Other comprehensive income/(loss)	Other comprehensive income/(loss)	23	—	—	—	(8,898)	(1,807)	—	(10,705)	(318)	(11,023)	Other comprehensive income/(loss)		—	—	—	(8,898)	(1,807)	—	(10,705)	(318)	(11,023)

Total comprehensive income / (loss)	Total comprehensive income / (loss)		—	—	—	(8,898)	(1,807)	(3,532)	(14,237)	4,883	(9,354)	Total comprehensive income / (loss)		—	—	—	(8,898)	(1,807)	(3,532)	(14,237)	4,883	(9,354)

Dividends	Dividends	24	—	—	—	—	—	(64)	(64)	(4,846)	(4,910)	Dividends		—	—	—	—	—	(64)	(64)	(4,846)	(4,910)

Total contribution by and distribution to owners of the parent, recognized directly in Equity	Total contribution by and distribution to owners of the parent, recognized directly in Equity		—	—	—	—	—	(64)	(64)	(4,846)	(4,910)	Total contribution by and distribution to owners of the parent, recognized directly in Equity		—	—	—	—	—	(64)	(64)	(4,846)	(4,910)

Decrease in scope of consolidation	Decrease in scope of consolidation		—	—	—	—	—	16	16	—	16	Decrease in scope of consolidation		—	—	—	—	—	16	16	—	16
Capital increase	Capital increase		—	—	—	—	—	(2)	(2)	—	(2)	Capital increase		—	—	—	—	—	(2)	(2)	—	(2)
FX effect of the acquisition to be cancelled	FX effect of the acquisition to be cancelled		—	—	—	—	—	—	—	(16)	(16)	FX effect of the acquisition to be cancelled		—	—	—	—	—	—	—	(16)	(16)
Restatement to hyperinflation (1)	Restatement to hyperinflation (1)		—	—	—	—	—	(959)	(959)	—	(959)	Restatement to hyperinflation (1)		—	—	—	—	—	(959)	(959)	—	(959)
Other transactions	Other transactions		—	—	25	—	—	(199)	(174)	(71)	(245)	Other transactions		—	—	25	—	—	(199)	(174)	(71)	(245)
Total transactions with owners of the parent, recognized directly in Equity	Total transactions with owners of the parent, recognized directly in Equity		—	—	25	—	—	(1,144)	(1,119)	(87)	(1,206)	Total transactions with owners of the parent, recognized directly in Equity		—	—	25	—	—	(1,144)	(1,119)	(87)	(1,206)

Balance as of March 31, 2020	Balance as of March 31, 2020	23	341	391,856	9,915	(19,470)	(2,326)	(317,195)	63,121	8,376	71,497	Balance as of March 31, 2020		341	391,856	9,915	(19,470)	(2,326)	(317,195)	63,121	8,376	71,497


As of March 31, 2019
(EUR thousand)	Notes	Issued capital ordinary shares	Share premium ordinary shares	Other reserve	Foreign currency translation reserve	Remeasurements of post employment benefit obligations	Accumulated losses	Equity	Non-controlling interests	Total equity

Balance as of March 31, 2018		341	391,856	7,607	(12,339)	(903)	(305,856)	80,706	8,905	89,611
Changes in accounting policies (IFRS 9)		—	—	—	—	—	(7,406)	(7,406)	—	(7,406)
Balance as of April 1, 2018	23	341	391,856	7,607	(12,339)	(903)	(313,262)	73,300	8,905	82,205

Profit/(loss) for the year		—	—	—	—	—	2,350	2,350	4,537	6,887

Other comprehensive income/(loss)	23	—	—	—	1,767	384	—	2,151	57	2,208

Total comprehensive income / (loss)		—	—	—	1,767	384	2,350	4,501	4,594	9,095

Dividends	24	—	—	—	—	—	(5)	(5)	(3,881)	(3,886)

Total contribution by and distribution to owners of the parent, recognized directly in Equity		—	—	—	—	—	(5)	(5)	(3,881)	(3,886)

Impact from the changes in % of ownership held (1)		—	—	—	—	—	456	456	(1,810)	(1,354)
Increase in scope of consolidation		—	—	—	—	—	—	—	633	633
FX effect of the acquisition to be cancelled		—	—	—	—	—	20	20	(15)	5
Restatement to hyperinflation (2)		—	—	2,283	—	—	(2,430)	(147)	—	(147)
Other transactions		—	—	—	—	—	416	416	—	416
Total transactions with owners of the parent, recognized directly in Equity		—	—	2,283	—	—	(1,538)	745	(1,192)	(447)

Balance as of March 31, 2019	23	341	391,856	9,890	(10,572)	(519)	(312,455)	78,541	8,426	86,967


Days past due	Days past due	2021	2020	2019	Days past due	2022	2021	2020
0 – 3 months	0 – 3 months	0%			0 – 3 months	0%
3 – 6 months	3 – 6 months	25%			3 – 6 months	25%
6 – 9 months	6 – 9 months	50%			6 – 9 months	50%
9 – 12 months	9 – 12 months	75%			9 – 12 months	75%
>12 months	>12 months	100%			>12 months	100%


As of March 31, 2021
As of March 31, 2022							As of March 31, 2022
(EUR thousand)	(EUR thousand)						(EUR thousand)
		Less than 3 months	Between 3 months and 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years		Less than 3 months	Between 3 months and 1 year	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
Loans and borrowings (1)	Loans and borrowings (1)	110	20,302	119,074	678,269	0	Loans and borrowings (1)	—	20,075	40,205	738,955	—
Other long term liabilities (1)		0	0	9,396	18,903	1,175
Other non-current liabilities (1)							Other non-current liabilities (1)	—	—	7,010	22,555	142

Trade payables	Trade payables	99,067	48,410	0	0	0	Trade payables	103,457	62,646	—	—	—
Other current liabilities (2)	Other current liabilities (2)	19,798	14,196	0	0	0	Other current liabilities (2)	14,987	10,978	—	—	—
Accrued liabilities (3)	Accrued liabilities (3)	22,464	10,057	0	0	0	Accrued liabilities (3)	19,954	8,516	—	—	—

Total	Total	141,439	92,965	128,470	697,172	1,175	Total	138,398	102,215	47,215	761,510	142


(EUR thousand)
	Assets	Liabilities from financing activities
	Cash and cash equivalents	Borrowings due within 1 year	Borrowings due after 1 year	Lease liabilities due within 1 year	Lease liabilities due after 1 year	Total
Net debt as of April 1, 2021	(182,783)	111	720,745	12,578	19,122	569,773
Cash flows	129,126	731	—	(13,374)	—	116,483
Foreign exchange adjustments	565	(166)	—	(31)	(20)	348
Other changes	1,402	—	1,809	11,365	(7,783)	6,793
Net debt as of March 31, 2022	(51,690)	676	722,554	10,538	11,319	693,397


As of March 31, 2019
(EUR thousand)
	Level 1	Level 2	Level 3	Total
Assets
Financial assets at fair value through profit or loss
- Derivative financial instruments	0	0	0	0
Total assets	0	0	0	0
Liabilities
Financial liabilities at fair value through profit or loss
- Derivative financial instruments	0	176	0	176
- Interest rate swaps	0	0	0	0
Total liabilities	0	176	0	176