0001104659-20-102900.txt : 20200908 0001104659-20-102900.hdr.sgml : 20200908 20200908103511 ACCESSION NUMBER: 0001104659-20-102900 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20200908 DATE AS OF CHANGE: 20200908 GROUP MEMBERS: ANT GROUP CO., LTD. (FORMERLY KNOWN AS ANT SMALL & MICRO FINANCIAL SERVICES GROUP CO., LTD.) GROUP MEMBERS: ANTFIN (HONG KONG) HOLDING LTD GROUP MEMBERS: HANGZHOU YUNQIANG ENTERPRISE MANAGEMENT CONSULTING CO., LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Blue Group Holding AG CENTRAL INDEX KEY: 0001799983 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-91658 FILM NUMBER: 201163292 BUSINESS ADDRESS: STREET 1: ZURICHSTRASSE 38, 8306 BRUTTISELLEN CITY: BRUTTISELLEN STATE: V8 ZIP: CH BUSINESS PHONE: 41 22 363 77 40 MAIL ADDRESS: STREET 1: ZURICHSTRASSE 38, 8306 BRUTTISELLEN CITY: BRUTTISELLEN STATE: V8 ZIP: CH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: API (Hong Kong) Investment Ltd CENTRAL INDEX KEY: 0001729003 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 26/F, TOWER ONE, TIMES SQUARE STREET 2: 1 MATHESON ST, CAUSEWAY BAY CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-2215-5100 MAIL ADDRESS: STREET 1: 26/F, TOWER ONE, TIMES SQUARE STREET 2: 1 MATHESON ST, CAUSEWAY BAY CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D 1 a20-30343_1sc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

( Amendment No. )*

Global Blue Group Holding AG

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

H33700107

(CUSIP Number)

Leiming Chen, Esq.

Antfin (Hong Kong) Holding Limited

26/F., Tower One, Times Square, 1 Matheson Street

Causeway Bay, Hong Kong

Telephone: +852-2215-5380

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Yi Gao, Esq.

Simpson Thacher & Bartlett

35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

+852-2514-7600

August 28, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. H33700107

1.	Names of Reporting Persons. Antfin (Hong Kong) Holding Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Hong Kong
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power 12,500,000(1)
		8.	Shared Voting Power
		9.	Sole Dispositive Power 12,500,000(1)
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,500,000(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.4%(2)
14.	Type of Reporting Person (See Instructions) CO

(1) Represents 12,500,000 ordinary shares of the Issuer (“Ordinary Shares”). See Item 5.

(2) This percentage is calculated based upon 167,824,796 Ordinary Shares issued and outstanding as of August 31, 2020, as reported in the Issuer’s Form 20-F dated September 3, 2020. See Item 5.

CUSIP NO. H33700107

1.	Names of Reporting Persons. Hangzhou Yunqiang Enterprise Management Consulting Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization People’s Republic of China
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power 12,500,000(1)
		8.	Shared Voting Power
		9.	Sole Dispositive Power 12,500,000(1)
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,500,000(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.4%(2)
14.	Type of Reporting Person (See Instructions) CO

(1) Represents 12,500,000 Ordinary Shares of the Issuer. See Item 5.

(2) This percentage is calculated based upon 167,824,796 Ordinary Shares issued and outstanding as of August 31, 2020, as reported in the Issuer’s Form 20-F dated September 3, 2020. See Item 5.

CUSIP NO. H33700107

1.	Names of Reporting Persons. Ant Group Co., Ltd. (formerly known as “Ant Small and Micro Financial Services Group Co., Ltd.”)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) x
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization People’s Republic of China
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power 12,500,000(1)
		8.	Shared Voting Power
		9.	Sole Dispositive Power 12,500,000(1)
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,500,000(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.4%(2)
14.	Type of Reporting Person (See Instructions) CO

(1) Represents 12,500,000 Ordinary Shares. See Item 5.

(2) This percentage is calculated based upon 167,824,796 Ordinary Shares issued and outstanding as of August 31, 2020, as reported in the Issuer’s Form 20-F dated September 3, 2020. See Item 5.

Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the ordinary shares (the “Ordinary Shares”) of Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the “Issuer”), with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland.

Item 2. Identity and Background

(a) and (f). This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

(1) Antfin (Hong Kong) Holding Limited, a company organized under the laws of Hong Kong Special Administrative Region (“Antfin Hong Kong”),

(2) Hangzhou Yunqiang Enterprise Management Consulting Co., Ltd., a company organized under the laws of the People’s Republic of China (“Hangzhou Yunqiang”), and

(3) Ant Group Co., Ltd., a company organized under the laws of the People’s Republic of China (“Ant Group”).

The Reporting Persons are affiliates of API (Hong Kong) Investment Limited and have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A.

(b) and (c). Antfin Hong Kong is a wholly-owned subsidiary of Hangzhou Yunqiang, and Hangzhou Yunqiang is a wholly-owned subsidiary of Ant Group. Antfin Hong Kong primarily operates as an overseas business holding and equity investment platform on behalf of Ant Group. Hangzhou Yunqiang primarily engages in investment activities on behalf of Ant Group. Ant Group is the parent company of China’s largest digital payment platform, Alipay, and the leader in the development of open platforms for technology-driven inclusive financial services.

The principal office of Antfin Hong Kong is located at 26/F., Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. The principal office of Hangzhou Yunqiang and Ant Group is located at Z Space, No. 556 Xixi Road, Hangzhou, China.

(d) and (e). None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Annex A attached hereto has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On January 16, 2020, Far Point Acquisition Corporation, a publicly traded Delaware corporation (“FPAC”), SL Globetrotter, L.P. (“Globetrotter”), the Issuer, Global Blue US Holdco LLC (“US Holdco”), Global Blue US Merger Sub Inc. (“US Merger Sub”), Global Blue Holding L.P., the individuals named therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG, Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative (“FPAC Shareholders’ Representative”), and the other parties identified therein, entered into the Agreement and Plan of Merger, dated as of January 16, 2020 (the “Merger Agreement”). Pursuant to the Merger Agreement: (1) the Seller Parties agreed to undertake a series of transactions pursuant to which they would sell, exchange and contribute the ordinary shares of Global Blue Group AG for a mix of cash (the “Cash Consideration”) and Ordinary Shares of the Issuer, and in certain circumstances preferred shares (the “Series A Preferred Shares”) of the Issuer (together, the “Share Consideration”); and (2) US Merger Sub, a wholly-owned indirect subsidiary of the Issuer, would merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Issuer following the merger (the “Merger”). As part of the transactions described above, in accordance with the Merger Agreement, a newly formed, wholly owned subsidiary of the Issuer, organized as a Swiss GmbH (“New GmbH”) would acquire all of the outstanding ordinary shares of Global Blue Group AG, either directly from the Seller Parties, or as a contribution from the Issuer of ordinary shares of Global Blue Group AG acquired by it, and Global Blue Group AG would become a wholly owned subsidiary of New GmbH (the transactions described above, collectively, the “Business Combination”). The Business Combination was consummated on August 28, 2020.

On January 15, 2020, Antfin Hong Kong, the Issuer and Globetrotter entered into the Share Purchase and Contribution Agreement (the “Share Purchase and Contribution Agreement”). Pursuant to the terms of the Share Purchase and Contribution Agreement and the Business Combination, (1) Antfin Hong Kong purchased 2,967,655 ordinary shares (the “Purchased Shares”) of Global Blue Group AG from Globetrotter for consideration in an aggregate amount of US$125,000,000; and (2) Antfin Hong Kong contributed the Purchased Shares to the Issuer in exchange for 12,500,000 Ordinary Shares.

Antfin Hong Kong paid the aggregate purchase price in respect of the Purchased Shares with funds advanced from another wholly-owned subsidiary of Ant Group using its own working capital.

Item 4. Purpose of Transaction

The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.

Each of the Reporting Persons acquired the securities reported herein for investment purposes.

On September 7, 2020, the Issuer, Globetrotter and Antfin Hong Kong entered into a Second Amended and Restated Relationship Agreement (the “Relationship Agreement”). Pursuant to the terms of the Relationship Agreement, Antfin Hong Kong has the right to designate one person for nomination by the Board of Directors of the Issuer (the “Board”) as a Board member, subject to certain conditions set forth therein. For as long as Antfin Hong Kong has such Board nomination right, the Issuer shall, following the assessment by the Board, procure that the Board nominates the person designated by Antfin Hong Kong for election as a Board member and to use reasonable efforts to procure the election of the person designated by Antfin Hong Kong to the Board at each relevant general meeting.

Although the Reporting Persons do not currently have any specific plan or proposal to acquire or dispose of Ordinary Shares, each Reporting Person, consistent with its investment purpose and subject to the agreements described in Item 6 below, at any time and from time to time may acquire additional Ordinary Shares or securities convertible, exchangeable or exercisable for or into Ordinary Shares or dispose of any or all of the Issuer securities it holds (including, without limitation, distributing some or all of such securities to such Reporting Person’s members, shareholders or beneficiaries, as applicable, transferring such Issuer securities to affiliated transferees, or entering into a total return swap, asset swap or repurchase transaction), depending upon an ongoing evaluation of its investment in the Issuer’s securities described herein, the price and availability of the Issuer’s securities, the Issuer’s business and the Issuer’s prospects, applicable legal restrictions, prevailing market conditions, other investment opportunities, tax considerations, liquidity requirements of such Reporting Person and/or other investment considerations.

Each Reporting Person, in its capacity as a shareholder or other security holder of the Issuer, may engage in communications with one or more other shareholders or other securityholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in Annex A attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) The responses of each Reporting Person to rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.

Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

Except as disclosed in this Schedule 13D, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.

By virtue of the agreements described further in Item 6 below, the Reporting Persons and certain parties thereto may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of any such group. Each Reporting Person disclaims beneficial ownership of the Ordinary Shares that may be deemed to be beneficially owned by such parties.

(c) The Business Combination was consummated on August 28, 2020. The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 5. Except as disclosed in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the persons listed in Annex A hereto, has effected any transactions relating to the Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Items 3 and 4 are incorporated by reference in its entirety into this Item 6.

Share Purchase and Contribution Agreement

On January 15, 2020, Antfin Hong Kong, the Issuer and Globetrotter entered into the Share Purchase and Contribution Agreement. Pursuant to the terms of the Share Purchase and Contribution Agreement and the Business Combination, (1) Antfin Hong Kong purchased the Purchased Shares from Globetrotter for consideration in an aggregate amount of US$125,000,000; and (2) Antfin Hong Kong contributed the Purchased Shares to the Issuer in exchange for 12,500,000 Ordinary Shares.

Pursuant to the Share Purchase and Contribution Agreement, Antfin Hong Kong agreed that until the date that is eighteen months after the closing of its purchase of Purchased Shares, it will not transfer any Ordinary Shares without the prior written consent of Globetrotter, subject to certain exceptions set forth therein.

Relationship Agreement

On September 7, 2020, the Issuer, Globetrotter and Antfin Hong Kong entered into the Relationship Agreement. Pursuant to the terms of the Relationship Agreement, Antfin Hong Kong has the right to designate one person for nomination by the Board as a Board member, subject to certain conditions set forth therein. For as long as Antfin Hong Kong has such Board nomination right, the Issuer shall, following the assessment by the Board, procure that the Board nominates the person designated by Antfin Hong Kong for election as a Board member and to use reasonable efforts to procure the election of the person designated by Antfin Hong Kong to the Board at each relevant general meeting. If Antfin Hong Kong and/or its subsidiaries directly or indirectly hold less than 5% of Ordinary Shares and Series A preferred shares (“Voting Shares”), and/or such other conditions as may be agreed between Antfin Hong Kong and the Issuer from time to time cease to be satisfied, Antfin Hong Kong shall no longer be entitled to nominate a Board member.

For such time as the Board appointment right described above applies, Antfin Hong Kong shall be entitled to designate a Board observer.

The Relationship Agreement also sets forth certain Board nomination rights of Globetrotter.

Voting Agreement

On September 7, 2020, Globetrotter, Global Blue Holding L.P. and Antfin Hong Kong (each party, a “Shareholder”) entered into a voting agreement (the “Voting Agreement”).

Each Shareholder agreed, at any time it is then entitled to vote for the election of directors to the Board, to take all necessary actions, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting, or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the composition of the Board complies with (and includes all of the requisite designees in accordance with) the Relationship Agreement from time to time.

Each Shareholder agreed that if, at any time, it is then entitled to vote for the removal of directors, it will not vote any of its Voting Shares (from time to time) in favor of the removal of any director who shall have been designated in accordance with the Relationship Agreement, subject to certain exceptions set forth therein.

Each Shareholder agreed not to grant, or enter into a binding agreement with respect to, any proxy to any person in respect of its Voting Shares (from time to time) that would prohibit or prevent such Shareholder from casting votes in respect of such Voting Shares in accordance with other relevant provisions of the Voting Agreement.

Each Shareholder agreed, at any time it is then entitled to vote for any resolution proposed to give effect to the agreed terms of the convertible preferred shares of the Issuer (the “Convertible Preferred Shares”), to take all necessary actions, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the agreed terms of the Convertible Preferred Shares and the Conversion Agreement, dated on or around the date hereof, among the Issuer and other parties thereto are given effect.

Ant Letter Agreement

On January 10, 2020, Globetrotter and Antfin Hong Kong entered into a letter agreement (the “Ant Letter Agreement”). Pursuant to the Ant Letter Agreement, Globetrotter agreed that for a period of 18 months following the Closing, Globetrotter will not agree to transfer or transfer any of the Ordinary Shares held by it to certain persons identified by Globetrotter and Antfin Hong Kong (each a “Relevant Person”) in a privately negotiated transaction between Globetrotter and such Relevant Person, unless Antfin Hong Kong shall have been given a reasonable right to acquire such shares on terms taken as a whole no less favorable to Antfin Hong Kong than those of the proposed transfer to the Relevant Person. The above agreement is subject to certain exceptions set forth therein.

Globetrotter also agreed not to vote its shares in favor of or otherwise support any issuance of Ordinary Shares to any Relevant Person in a privately negotiated private placement between the Issuer and such Relevant Person, unless Antfin Hong Kong shall have been given a reasonable right to subscribe for and purchase such shares on terms taken as a whole no less favorable to Antfin Hong Kong than those of the proposed issuance to the Relevant Person.

The foregoing descriptions of each of the Share Purchase and Contribution Agreement, Relationship Agreement, Voting Agreement and the Ant Letter Agreement are each qualified in their entirety by reference to such agreements, which are filed as exhibits to this Schedule 13D and incorporated by reference herein.

Item 7. Material to Be Filed as Exhibits

A. Joint Filing Agreement by and among the Reporting Persons.

B. Share Purchase and Contribution Agreement

C. Relationship Agreement

D. Voting Agreement

E. Ant Letter Agreement

Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 8, 2020

	ANTFIN (HONG KONG) HOLDING LIMITED


	By:	/s/ Leiming Chen
		Name: Leiming Chen
		Title: Director


	HANGZHOU YUNQIANG ENTERPRISE MANAGEMENT CONSULTING CO., LTD.


	By:	/s/ Ji Gang
		Name: Ji Gang
		Title: Executive Director


	ANT GROUP CO., LTD.


	By:	/s/ Eric Xiandong Jing
		Name: Eric Xiandong Jing
		Title: Executive Chairman

Annex A-1

Directors and Executive Officers of Antfin (Hong Kong) Holding Limited

The following table sets forth the name and present principal occupation of each of the directors of Antfin Hong Kong. Unless otherwise noted, the business address for each person listed below is 26/F., Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. Antfin Hong Kong does not have any executive officers.

Name/Citizenship		Present Principal Occupation

Leiming CHEN, Canada		Director of Antfin Hong Kong

Cyril Xinyi HAN, People’s Republic of China		Director of Antfin Hong Kong

Man Kai Nin Kenny, Canada		Director of Antfin Hong Kong

Annex A-2

Director and Executive Officer of Hangzhou Yunqiang Enterprise Management Consulting Co., Ltd.

The following table sets forth the name and present principal occupation of the director and executive officer of Hangzhou Yunqiang. Unless otherwise noted, the business address for each person listed below is Z Space, No. 556 Xixi Road, Hangzhou, China.

Name/Citizenship		Present Principal Occupation

Gang JI, People’s Republic of China		Executive Director and General Manager of Hangzhou Yunqiang

Yuanwang XIAO, People’s Republic of China		Head of Finance of Hangzhou Yunqiang

Annex A-3

Directors and Executive Officers of Ant Group Co., Ltd.

The following table sets forth the name and present principal occupation of each of the directors and executive officers of Ant Group. Unless otherwise noted, the business address for each person listed below is Z Space, No. 556 Xixi Road, Hangzhou, China.

Name/Citizenship		Present Principal Occupation

Eric Xiandong JING, People’s Republic of China		Executive Chairman of Ant Group

Simon Xiaoming HU, People’s Republic of China		Executive Director and Chief Executive Officer of Ant Group

Xingjun NI, People’s Republic of China		Executive Director and Chief Technology Officer of Ant Group

Joseph C. TSAI, Canada		Non-executive Director of Ant Group

Li CHENG, People’s Republic of China		Non-executive Director of Ant Group

Fang JIANG, People’s Republic of China		Non-executive Director of Ant Group

Quan HAO, People’s Republic of China		Independent Director of Ant Group

Fred Zuliu HU, People’s Republic of China		Independent Director of Ant Group

Yiping HUANG, People’s Republic of China		Independent Director of Ant Group

Songbai ZENG, People’s Republic of China		Chief People Officer of Ant Group

Cyril Xinyi HAN, People’s Republic of China		Chief Financial Officer of Ant Group

Zhifeng ZHOU, People’s Republic of China		General Counsel and Board Secretary of Ant Group

EX-99.A 2 a20-30343_1ex99da.htm EXHIBIT A

Exhibit A

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of ordinary shares of Global Blue Group Holding AG, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: September 8, 2020

[Signature Page Follows]

	ANTFIN (HONG KONG) HOLDING LIMITED


	By:	/s/ Leiming Chen
		Name: Leiming Chen
		Title: Director


	HANGZHOU YUNQIANG ENTERPRISE MANAGEMENT CONSULTING CO., LTD.


	By:	/s/ Ji Gang
		Name: Ji Gang
		Title: Executive Director


	ANT GROUP CO., LTD.


	By:	/s/ Eric Xiandong Jing
		Name: Eric Xiandong Jing
		Title: Executive Chairman

[Joint Filing Agreement]

EX-99.B 3 a20-30343_1ex99db.htm EXHIBIT B

Exhibit B

SHARE PURCHASE AND CONTRIBUTION AGREEMENT

SHARE PURCHASE AND CONTRIBUTION AGREEMENT dated as of January 15, 2020 by and among (i) Antfin (Hong Kong) Holding Limited (the “Purchaser”), (ii) Global Blue Group Holding AG, a Swiss corporation (the “Company”), and (iii) SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Transaction Agreement (as defined below).

Introductory Note

This Share Purchase and Contribution Agreement (the “Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) among the Company, Far Point Acquisition Corporation (“FPAC”) and Global Blue Group AG, a Swiss corporation (“Target”) pursuant to the Agreement and Plan of Merger dated on or about the date hereof (as it may be amended and/or restated, the “Transaction Agreement”). Pursuant to the Transaction, and as more specifically set forth in the Transaction Agreement, the following actions, among other actions, will occur on the Closing Date (i) the Management Rollup shall occur; (ii) each of Globetrotter and the Management Sellers will contribute a portion of the ordinary shares of the Target (the “Target Shares”) that each respectively owns to the Company, in exchange for ordinary shares of the Company (the “Shares”); (iii) the Company will acquire all of the remaining issued and outstanding ordinary shares of the Target held by Globetrotter and the Management Sellers; and (iv) a wholly-owned indirect subsidiary of the Company will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of the Company following the merger. Upon consummation of the Transaction, the Company will continue as a publicly traded corporation.

In connection with the Transaction, the Purchaser desires, on the terms and subject to the conditions set forth herein, (i) to purchase Target Shares (the “Purchased Shares”) from Globetrotter for consideration in an aggregate amount of $125,000,000 (the “Purchase Price”) and (ii) to immediately contribute in kind such Target Shares acquired in item (i) to the Company for the subsequent issue by the Company of a number of Shares equal to the Purchase Price divided by $10 per share in accordance with Swiss law requirements (the “Acquired Shares”).

IN WITNESS WHEREOF, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Purchase. The Purchaser hereby agrees to purchase from Globetrotter, and Globetrotter hereby agrees, subject to the receipt of the Purchase Price, to deliver to the Purchaser, the Purchased Shares, all on the terms, and subject to the conditions, provided for herein.

2. Subscription. Immediately following the purchase of the Purchased Shares pursuant to Section 1, the Purchaser hereby agrees to deliver a duly signed Subscription Form in the form of Schedule B, pursuant to which Purchaser will agree to contribute the Purchased Shares to the Company, and the Company will agree, subject to the receipt of title and ownership in the Purchased Shares, to issue and deliver to the Purchaser, the Acquired Shares, all on the terms, and subject to the conditions, provided for herein and therein.

3. Closing. The closing of the purchase and subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. Upon (a) satisfaction or waiver of the conditions set forth in Section 4 below and (b) delivery of written notice from (or on behalf of) the Company to the Purchaser (the “Closing Notice”) that the Company reasonably expects all conditions to the closing of the Transaction to be satisfied on a date that is not less than two (2) business days (as defined in Section 12.o) from the date on which the Closing Notice is so delivered to the Purchaser:

(i) the Purchaser (or one or more of its affiliates or related companies to which Globetrotter shall consent (in the case of an affiliate, such consent not to be unreasonably withheld or delayed) and provided that such affiliate is able to obtain the funds to pay the Purchase Price and pay the Purchase Price as and when the same is due and payable hereunder) shall deliver to Globetrotter concurrently with the closing of the Transaction the Purchase Price for the Purchased Shares by wire transfer of United States dollars in immediately available funds to such account or accounts as Globetrotter specifies to the Purchaser in writing (at least two (2) business days prior to the Closing), and Globetrotter shall confirm receipt of the Purchase Price and shall transfer ownership and title to the Purchased Shares to the Purchaser so that the Purchaser has unrestricted title and ownership and can freely dispose over them, subject to restrictions arising under applicable securities laws (and the Target will record such ownership by book entry); and

(ii) immediately following completion of item (i) of this Section 3, the Purchaser shall contribute the Purchased Shares to the Company, and on the Closing Date the Company and the Purchaser shall perform the following actions:

a. The Company shall hold an extraordinary shareholders meeting of the Company in Switzerland in the presence of a notary public resolving to increase the nominal share capital of the Company by the nominal amount of CHF 125,000 by issuing 12,500,000 shares with a nominal value of CHF 0.01 each (the “Capital Increase”) against contribution in kind of the Purchased Shares;

b. The Purchaser shall deliver a duly signed Subscription Form substantially in the form as set out in Schedule B;

c. The Purchaser and the Company shall enter into a contribution in kind agreement substantially in form and substance as set out in Schedule C (with such changes thereto as may be required by the competent commercial register (the “Commercial Register”)), pursuant to which the Purchaser shall transfer ownership and title to the Purchased Shares to the Company so that the Company has unrestricted ownership and can freely dispose over them, in each case, other than restrictions arising under applicable securities laws;

d. The board of directors of the Company shall issue the report regarding the capital increase as required under Swiss law;

e. The auditor of the Company shall issue its verification report to the Company as required under Swiss law;

f. The board of Directors of the Company shall take the resolutions on the ascertainment and the execution of the Capital Increase, as well as the corresponding amendments to the Company’s Articles of Association in the presence of the notary as required under Swiss law;

g. The board of directors of the Company shall file the duly signed application regarding the Capital Increase with the Commercial Register; and

h. The Company shall as soon as the Capital Increase is approved by and registered with the Commercial Register deliver (or cause the delivery of) the Acquired Shares in book entry form to the Purchaser or to a custodian designated by Purchaser, as applicable.

(iii) The Purchaser accepts, acknowledges and consents that following registration of the Capital Increase in the Commercial Register, as required by Swiss law, the Articles will disclose the name of the Purchaser, the number and purchase price of the Purchased Shares contributed in kind and the number of Acquired Shares received as consideration.

(iv) The parties agree that if any of the steps required by Section 3(ii) are not completed on the Closing Date or within five (5) business days thereafter, they will take all actions necessary to unwind each of the transactions under Section 3(i) and (ii) that have already been completed in order to put the parties in the position, as near as reasonably can be, that they would have been in had the Closing not been commenced.

4. Closing Conditions. The Closing is also subject to the conditions that, on the Closing Date:

a. all representations and warranties of each of the parties contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date, and each of the parties shall deliver a certificate reaffirming each of the representations, warranties, covenants and agreements of each such party contained in this Agreement as of the Closing Date, but in each case without giving effect to consummation of the Transaction; provided that a party may not rely on this closing condition if the failure of this closing condition to be satisfied results from the failure of such party’s representations and warranties to be so true and correct;

b. there shall not have been enacted or promulgated any governmental order, law, statute, rule or regulation enjoining or prohibiting the consummation of the transactions set forth herein (provided that (this condition may be waived by Globetrotter and/or the Company in their sole discretion); and

c. all conditions precedent to the closing of the Transaction pursuant to the Transaction Agreement, including the approval of FPAC’s stockholders, shall have been satisfied or waived and the closing of the Transaction shall be scheduled to occur concurrently with or immediately following the Closing.

5. Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the purchase and sale as contemplated by this Agreement.

6. Company Representations and Warranties. The Company represents and warrants to the Purchaser that:

a. The Company is duly incorporated and validly existing under the laws of Switzerland and, subject only to completion of the steps referred to in Section 3(ii) (the “Required Approvals”), has taken all actions (including obtaining all necessary consents, approvals, anti-trust approvals and clearances, regulatory clearances and applications, and permits, if any) required to enter into this Agreement and to complete the purchase of the Acquired Shares contemplated hereunder. The Company has all corporate power and authority to (i) own, lease and operate its properties and conduct its business as conducted and as intended to be conducted following the Transaction, (ii) to enter into, deliver and perform its obligations under this Agreement, and (iii) subject to the Required Approvals and all approvals contemplated in the Transaction Agreement, to consummate the Transaction and issue the Acquired Shares to the Purchaser in accordance with the terms hereof. The Company was formed for the purposes of consummating the Transaction and has no material assets or liabilities and no order has been passed or meeting convened for the winding-up of the Company, or for a provisional liquidator to be appointed in respect of the Company and there are no cases or proceedings under applicable insolvency, bankruptcy, composition, moratorium, reorganization or similar laws nor are there any circumstances which give rise to any such case or proceeding.

b. The Acquired Shares have been duly authorized and, subject to the Required Approvals, when issued and delivered to the Purchaser in accordance with the terms of this Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational and constituent documents or under Swiss law and the Purchaser will have valid title, free and clear of any liens to the Acquired Shares (other than liens arising under this Agreement).

c. This Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

d. The issuance of the Acquired Shares and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions contemplated herein, including set forth in Schedule B and Schedule C, will be done in accordance with New York Stock Exchange rules and will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company that would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company or Target, taken as a whole (a “Material Adverse Effect”) or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with the terms of this Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company; or (iii) subject to the Required Approvals, result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or Target or any of their respective properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authority of the Company to comply in all material respects with this Agreement.

e. The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement for which the Purchaser could become liable. Other than Credit Suisse, the Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Shares.

f. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 8, in connection with the offer, sale and delivery of the Acquired Shares in the manner contemplated by this Agreement, it is not necessary to register the Acquired Shares under the Securities Act of 1933, as amended (the “Securities Act”).

g. The Acquired Shares (i) were not offered by any form of general solicitation or general advertising and (ii) assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 8, are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

h. As of the date hereof (and prior to giving effect to the consummation of the Transaction), the Company has a share capital of CHF 100,000, divided into 10,000,000 registered shares of CHF 0.01 each. All outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of (or subject to) any preemptive rights, rights of first refusal or similar rights.

i. The Company understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Purchaser.

7. Globetrotter Representations and Warranties. Globetrotter represents and warrants to the Purchaser that:

a. Globetrotter is duly formed and validly existing in good standing under the laws of the Cayman Islands, with power and authority to enter into, deliver and perform its obligations under this Agreement and has taken all actions (including obtaining all necessary consents, approvals, anti-trust approvals and clearances, regulatory clearances and applications, and permits, if any) required to enter into this Agreement and to complete the sale of the Purchased Shares contemplated hereunder.

b. This Agreement has been duly authorized, executed and delivered by Globetrotter and is enforceable against Globetrotter in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

c. The execution and delivery of this Agreement by Globetrotter and the compliance by Globetrotter with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Globetrotter; (ii) result in any violation of the provisions of the organizational documents of Globetrotter; or (iii) subject to the Required Approvals, result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Globetrotter or any of its properties, except (in the case of clauses (i) or (iii) above) for such conflicts, breaches, violations, defaults, liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Globetrotter to enter into, perform its obligations under this Agreement and consummate the transactions contemplated hereby.

d. On the Closing Date, Globetrotter will be the record and beneficial owner of, and have good, valid and marketable title to, the Purchased Shares, free and clear of any lien other than restrictions arising under applicable securities laws. The Purchased Shares owned by Globetrotter will not be subject to any stockholder agreement, investor right agreement, registration rights agreement, voting agreement or trust, proxy or other contract that could require Globetrotter to sell, transfer, or otherwise dispose of any Purchased Shares (other than pursuant to this Agreement and the Transaction Agreement). There will be no limitations or restrictions on Globetrotter’s right to transfer the Purchased Shares pursuant to this Agreement. At the Closing, Globetrotter shall transfer ownership and title to the Purchased Shares to the Purchaser so that the Purchaser will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities laws. The value of the Purchased Shares corresponds at least to the aggregate nominal value of the Acquired Shares.

e. Globetrotter understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the Purchaser.

8. Purchaser Representations and Warranties. The Purchaser represents and warrants to the other parties hereto that:

a. The Purchaser (i) is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Purchased Shares and the Acquired Shares only for its own account and not for the account of others, and (iii) is not acquiring the Purchased Shares and the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information on Schedule A). The Purchaser is not an entity formed for the specific purpose of acquiring the Purchased Shares and the Acquired Shares.

b. Following completion of the transfer of ownership of the Purchased Shares to the Company pursuant to Section 3 and subject to the Required Approvals and the accuracy of the other parties’ representations and warranties, the Company will have free, unencumbered and unrestricted ownership over them, other than restrictions arising under applicable securities laws.

c. The Purchaser understands that the Purchased Shares and the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchased Shares and the Acquired Shares have not been registered under the Securities Act. The Purchaser understands that the Purchased Shares and the Acquired Shares may not be resold, transferred, pledged or otherwise disposed of by the Purchaser absent an effective registration statement under the Securities Act except (i) to the issuer of such securities or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that the Purchased Shares and the Acquired Shares will be subject to a restrictive legend to such effect The Purchaser acknowledges that the Purchased Shares and the Acquired Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. The Purchaser understands and agrees that the Purchased Shares and the Acquired Shares will be subject to transfer restrictions and, as a result of these transfer restrictions, the Purchaser may not be able to readily resell the Purchased Shares and the Acquired Shares and may be required to bear the financial risk of an investment in the Purchased Shares and the Acquired Shares for an indefinite period of time. The Purchaser understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Purchased Shares and the Acquired Shares.

d. The Purchaser further acknowledges that there have been no representations, warranties, covenants and agreements made to the Purchaser, expressly or by implication, other than those representations, warranties, covenants and agreements included in this Agreement (and any other agreements executed and delivered in connection with the Transaction to which the Purchaser is party, if any).

e. The Purchaser’s acquisition and holding of the Purchased Shares and the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

f. The Purchaser acknowledges and agrees that the Purchaser has received such information as the Purchaser deems necessary in order to make an investment decision with respect to the Purchased Shares and the Acquired Shares, including, with respect to the Company, the Transaction and the Target. The Purchaser represents and agrees that the Purchaser and the Purchaser’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Purchaser and such Purchaser’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Purchased Shares and the Acquired Shares.

g. The Purchaser became aware of this offering of the Purchased Shares and the Shares solely by means of direct contact between the Purchaser, Globetrotter and the Company or their respective representatives, and the Purchased Shares and the Shares were offered to the Purchaser solely by direct contact between the Purchaser, Globetrotter and the Company or their respective representatives. The Purchaser did not become aware of this offering of the Purchased Shares and the Shares, nor were the Purchased Shares and the Shares offered to the Purchaser, by any other means. The Purchaser acknowledges that Globetrotter and the Company each represents and warrants that the Purchased Shares and the Acquired Shares, as applicable, (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

h. The Purchaser acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Purchased Shares and the Acquired Shares. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Purchased Shares and the Acquired Shares, and the Purchaser has sought such accounting, legal and tax advice as the Purchaser has considered necessary to make an informed investment decision.

i. Alone, or together with any professional advisor(s), the Purchaser has adequately analyzed and fully considered the risks of an investment in the Purchased Shares and the Acquired Shares and determined that the Purchased Shares and the Acquired Shares are a suitable investment for the Purchaser and that the Purchaser is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Purchaser’s investment in the Company. The Purchaser acknowledges specifically that a possibility of total loss exists.

j. In making its decision to purchase the Purchased Shares and the Acquired Shares, the Purchaser has relied solely upon independent investigation made by the Purchaser.

k. The Purchaser understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

1. The Purchaser has been duly formed or incorporated and is validly existing under the laws of its jurisdiction of incorporation or formation, with full power, authority and capacity to enter into, deliver and perform its obligations under this Agreement and has taken all actions required to enter into this Agreement and to complete the purchase of the Purchased Shares and the Acquired Shares contemplated hereunder.

m. The execution and delivery of this Agreement by the Purchaser and the compliance by the Purchaser with all of the provisions of this Agreement and the consummation of the transactions contemplated herein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Purchaser; (ii) result in any violation of the provisions of the organizational documents of the Purchaser; or (iii) subject to the Required Approvals, result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Purchaser or any of its properties, except (in the case of clauses (i) or (iii) above) for such conflicts, breaches, violations, defaults, liens, charges or encumbrances which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to enter into, perform its obligations under this Agreement and consummate the transactions contemplated hereby.

n. This Agreement has been duly authorized, executed and delivered by the Purchaser and is enforceable against the Purchaser in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

o. The Purchaser (1) is exempt from making or is not required to make (i) any filing of an outbound investment registration with the Ministry of Commerce of the People’s Republic of China (the “PRC”) and/or its competent provincial or local counterparts (“MOFCOM”) in respect of the transactions contemplated hereby or has unconditionally received an Enterprise Overseas Investment Certificate issued by MOFCOM reflecting such registration; or (ii) after completion (if applicable) of the procedures contemplated by subsection (i) above, the registration with a bank in the PRC approved by the State Administration of Foreign Exchange of the PRC in respect of the transactions contemplated hereby or has unconditionally received the Foreign Exchange Business Registration Certificate reflecting such registration; and (2) prior to Closing, any required filings of an outbound investment registration with the National Development and Reform Commission of the PRC and/or its competent provincial or local counterparts (the “NDRC”) in respect of the transactions contemplated hereby shall have been made and evidence of the receipt of submission of such filings shall be shown on the NDRC website (subsection (1) and (2), together, the “PRC Approvals”).

p. Neither the due diligence investigation conducted by the Purchaser in connection with making its decision to acquire the Purchased Shares and the Acquired Shares nor any representations and warranties made by the Purchaser herein shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein.

q. The Purchase Price is not directly or indirectly derived, obtained, received, taken, acquired, or gained, or does not stem, from any violation by the Purchaser or any of its directors, officers, employees, affiliates or, to the Purchaser’s knowledge, any of its agents or other persons acting on behalf of the Purchaser of any laws or regulations concerning money laundering, corruption, or bribery of any jurisdiction, any rules and regulations thereunder, or any related or similar laws, rules, regulations, or guidelines, issued, administered, or enforced by any governmental agency or any such jurisdiction (collectively, the “Money Laundering or Anti-Corruption or Anti Bribery Laws”); and no action, suit, or proceeding with respect to the Money Laundering or Anti-Corruption or Anti Bribery Laws subsists, is pending or, to the Purchaser’s knowledge, threatened by or before any court or governmental agency, authority, or body, or any arbitrator involving the Purchaser or its respective directors, officers, employees, agents, affiliates, or other persons acting on behalf of the Purchaser.

r. The Purchaser is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. None of the Purchaser’s directors, officers, agents, employees, or affiliates is currently subject to any sanctions adopted, administered or enforced by the United Nations, the United Kingdom, the European Union, Switzerland or the respective governmental institutions and agencies of any of the foregoing, or any other relevant sanctions authority. The Purchaser agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Purchaser is permitted to do so under applicable law. If the Purchaser is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Purchaser maintains written policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Purchaser maintains policies and procedures reasonably designed to ensure that the funds held by the Purchaser and used to purchase the Purchased Shares and the Acquired Shares were legally derived.

s. The Purchaser has and will have sufficient unconditional funds (including with respect to the PRC Approvals) to enable it to pay the Purchase Price at the Closing and comply with its obligations under this Agreement.

t. The Purchaser understands that the foregoing representations and warranties shall be deemed material and to have been relied upon by the other parties hereto.

9. Purchaser Covenant. Without prejudice to any other provision of this Agreement, Purchaser and its affiliates shall propose, negotiate, commit to and effect, and otherwise take or commit to take, any and all actions necessary or advisable or reasonably requested by the Company or Globetrotter in order to obtain before Closing all necessary consents, approvals, anti-trust approvals and clearances, regulatory clearances and applications and permits required by or from any governmental body in any jurisdiction, including without limitation the United States and the PRC Approvals, in each case if and to the extent any of the foregoing is or is determined to be required for Purchaser to enter into this Agreement or to complete the transactions contemplated hereby, including without limitation the Purchaser reducing, limiting or relinquishing (and committing or agreeing to do the same before Closing) any or all of Purchaser’s rights hereunder or in connection with its investment in the Company or, if requested by Globetrotter or the Company in order for the Purchaser to fulfill its obligations to enable the Closing to occur, otherwise agreeing to modify this Agreement or its investment in the Company, including without limitation by reducing its investment size or splitting the investment between the Purchaser and one or more affiliates (the identity of which will require Globetrotter’s prior written consent, such consent not to be unreasonably withheld).

10. Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) August 31,2020 or (c) upon the mutual written agreement of each of the parties hereto to terminate this Agreement; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify the Purchaser of the termination of the Transaction Agreement promptly after the termination of such agreement. This Agreement shall further terminate and be of no further force or effect, without any liability to any party hereto, if the Company notifies the Purchaser in writing that it has abandoned its plans to move forward with the Transaction and/or terminates the Purchaser’s obligations with respect to the purchase and sale hereunder without the delivery of the Acquired Shares having occurred.

11. Lock-up. For purposes of this Section 11, “Transfer” shall mean any act by Purchaser to sell, exchange, assign, transfer, convey or otherwise dispose of, encumber, pledge, convey or hypothecate, or agree to any of the above acts with respect to any legal or economic interest (including, without limitation, as part of a hedge), whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise, all or any (in whole or in part) of the Acquired Shares.

a. Subject to Section 11.b, Purchaser agrees that until the date that is eighteen (18) months after Closing, it will not Transfer any Shares without the prior written consent of Globetrotter.

b. Notwithstanding Section 11. a, Purchaser may, without the prior written consent of Globetrotter, effect a Transfer: (i) by way of acceptance of a public takeover offer, tender offer, merger, consolidation or similar business combination with a third party in respect of a change of control that results in all holders of Shares having the right to exchange their Shares for cash, securities or other property and is recommended by the board of the Company, (ii) if required by law or a governmental authority and (iii) to one or more of its affiliates.

12. Miscellaneous.

a. Neither this Agreement or any rights or obligations that may accrue to the Purchaser hereunder may be transferred or assigned, in whole nor in part, without the prior written consent of the Company and Globetrotter (the “Other Parties”); provided, that the Purchaser may assign and delegate its rights and obligations hereunder pursuant to a joinder to this Agreement in form and substance reasonably satisfactory to Globetrotter and the Company, to one or more of its subsidiaries, but such assignment shall not relieve the Purchaser from any of its obligations or liabilities hereunder (and provided that such subsidiary or subsidiaries to which Purchaser delegates its obligations are able to obtain the funds to pay the Purchase Price and pay the Purchase Price as and when the same is due and payable hereunder)); provided, further, that Globetrotter may assign and delegate its rights and obligations to Global Blue Holding L.P., and Global Blue Holding L.P. will assume such obligations with respect to any Target Shares to be held by it immediately before Closing pursuant to a joinder to this Agreement in form and substance reasonably satisfactory to the Purchaser.

b. The Other Parties may request from the Purchaser such additional information as any Other Party may deem necessary to evaluate the eligibility of the Purchaser to acquire the Purchased Shares, the Acquired Shares, and the Purchaser shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures. The Purchaser acknowledges that the Company and/or FPAC shall file a copy of this Agreement with the SEC.

c. The Purchaser acknowledges that each of the Other Parties and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement. The Other Parties acknowledge that the Purchaser and others will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Agreement.

d. Each of the Other Parties is entitled to rely upon this Agreement and is irrevocably authorized to produce this Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. The Purchaser shall consult with the Other Parties in issuing any press release or making any other similar public statement with respect to the transactions contemplated hereby, and the Purchaser shall not issue any such press release or make any such public statement without the prior consent (such consent not to be unreasonably withheld or delayed) of the Other Parties, provided that the consent of the Other Parties shall not be required if such disclosure is required by law, in which case the Purchaser shall promptly provide the other party with prior notice of such disclosure. The Other Parties shall not publicly disclose the name of the Purchaser or any affiliate or investment adviser of the Purchaser without the prior written consent (including by e-mail) of the Purchaser (such consent not to be unreasonably withheld or delayed), except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the SEC or regulatory agency or under New York Stock Exchange regulations, in which case the relevant Other Party, as the case may be, shall provide the Purchaser with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with the Purchaser regarding such disclosure. Notwithstanding the foregoing, in connection with the announcement of the Transaction, the Other Parties may announce customary elements for transactions similar to the Transaction, including without limitation the Purchaser’s name, its investment in the Company (including investment amount) and/or that the Company and/or the Purchaser or their respective affiliates are pursuing a strategic partnership, and shall provide the Purchaser with prior written notice (including by e-mail) of such announcement and consult with the Purchaser regarding the same.

e. The agreements, representations and warranties made by each party hereto in this Agreement shall survive the Closing.

f. This Agreement may not be modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

g. This Agreement (and any other agreements executed and delivered in connection with the Transaction to which the Purchaser is party, if any) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Each of the Target and FPAC shall be a third-party beneficiary of this Agreement. This Agreement shall not otherwise confer any third party beneficiary, or other rights or remedies upon any person other than the parties hereto, the Target and their respective successors and assigns,

h. Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

i. If any provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

j. The parties acknowledge and agree that each of the Other Parties and/or one or more of their respective direct or indirect shareholders is or may be subject to supervision or regulation by a number of regulatory bodies including, but not limited to, the SEC and any other competent governmental authority, regulator, bank examiner, self-regulatory organization or stock or securities trading exchange. The parties also acknowledge and agree that each of the Other Parties is prohibited from entering into transactions with any party who is specifically listed on, or owned or controlled by a person specifically listed on, any sanctions list including the OFAC List maintained by OFAC or any similar public list maintained by, or public announcement of sanctions designation made by, any of the United States government, the United Nations, the United Kingdom, the European Union, Switzerland or the respective governmental institutions and agencies of any of the foregoing and nothing in this Agreement shall require any Other Party to take any act, make any omission, or enter into or deliver any document, asset, security or any other action whatsoever which would cause it to be in breach of any of the foregoing.

k. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

l. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with, their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.

m. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER STATE. EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

n. Any action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in any federal or state court located in New York County, New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the action shall be heard and determined only in any such court, agrees that service of process upon such party in any such action shall be effective if given as may be permitted by applicable law, and agrees not to bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 12.n.

o. For purposes of this Agreement, the term “business day” means each day that is not a Saturday, Sunday or other day on which banking institutions located in New York, New York, and Hong Kong are authorized or obligated by law or executive order to close.

p. Each party acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, the Company, Globetrotter, Purchaser, any of their respective affiliates or any of its or their control persons, officers, directors and employees, in each case as applicable), other than the statements, representations and warranties contained in this Agreement, in making its investment or decision to invest in the Company. Each party agrees that the other party, its respective affiliates or any of its affiliates’ control persons, officers, directors or employees, as applicable, shall not be liable to any other person pursuant to any other agreement related to the private placement of the Shares for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares, except in each case for fraud.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Purchaser has executed or caused this Agreement to be executed by its duly authorized representative as of the date set forth below.

Name of Purchaser: Antfin (Hong Kong) Holding Limited		State/Country of Formation or Domicile:

		Hong Kong
By:	/s/ Leiming Chen
Name:	Leiming Chen
Title:	Director

Name in which Acquired Shares are to be registered (if different):	Date:	January 15th, 2020

Purchaser’s EIN:

69906700

Business Address-Street:	Mailing Address-Street (if different):

26/F., Tower One, Times Square,
1 Matheson Street,
Causeway Bay



City, State, Zip:	City, State, Zip:

Hong Kong

Attn: Gary Liu	Attn:

Telephone No.: +852 2215 5437	Telephone No.:
Facsimile No.: +852 2215 5200	Facsimile No.:

Number of Acquired Shares: 12,500,000

Aggregate Contribution Purchase Price: $125,000,000	Price Per Share: $10

IN WITNESS WHEREOF, the Company and Globetrotter have accepted this Agreement as of the date first set forth above.

	GLOBAL BLUE GROUP HOLDING AG

	By:	/s/ Joseph Osnoss
	Name:	Joseph Osnoss
	Title:	Director

[Signature Page to PIPE Purchase Agreement (Ant)]

	SL GLOBETROTTER, L.P.

	By: SL Globetrotter GP, Ltd., its general partner

	By:	/s/ Joseph Osnoss
	Name:	Joseph Osnoss
	Title:	Managing Director

[Signature Page to PIPE Purchase Agreement (Ant)]

EX-99.C 4 a20-30343_1ex99dc.htm EXHIBIT C

Exhibit C

DATED 7 September 2020

between

GLOBAL BLUE GROUP HOLDING AG

and

SL GLOBETROTTER, L.P.

and

ANTFIN (HONG KONG) HOLDING LIMITED

SECOND AMENDED AND RESTATED

RELATIONSHIP AGREEMENT

THIS SECOND AMENDED AND RESTATED RELATIONSHIP AGREEMENT (the “Agreement”) is made on 7 September 2020

BETWEEN:

(1) GLOBAL BLUE GROUP HOLDING AG, a limited company having its registered office in Zurichstrasse 38, 8306 Bruttisellen, Switzerland and identification number CHE 442.546.212 (the “Company”);

(2) SL GLOBETROTTER, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered in the Cayman Islands General Registry (the “SL Institutional Shareholder”); and

(3) ANTFIN (HONG KONG) HOLDING LIMITED, 26/F, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (the “Ant Institutional Shareholder” and, together with the SL Institutional Shareholder, the “Institutional Shareholders”).

The parties to this Agreement are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS:

(A) Following the closing (the “Closing”) of a merger agreement by and among, inter alia, the Company and the Seller Parties (as defined therein), entered into on 16 January 2020 (the “Merger Agreement”), the Company owns the business known as ‘Global Blue’ and the Common Shares (as defined below) of the Company are listed on the New York Stock Exchange (the “Exchange”).

(B) Following Closing, each of the Institutional Shareholders owns certain Company Securities.

(C) The Company, the SL Institutional Shareholder and Far Point LLC entered into a relationship agreement (the “Original RA”) on January 16, 2020, and by letter agreement dated August 15, 2020, the Company, the SL Institutional Shareholder and Far Point LLC agreed that Far Point LLC would thereby be released from its liabilities and obligations, and would thereby cease to have any rights or benefits, under the Original RA and would thereby cease to be a party to the Original RA. The Company and the SL Institutional Shareholder then entered into an amended and restated relationship agreement (the “A&R RA”) to regulate the relationship between them and to govern the exercise by the SL Institutional Shareholder of its rights in respect of the Company.

(D) The Parties have now agreed to enter into this second amended and restated agreement to regulate the relationship between them and to govern the exercise by each of the Institutional Shareholders of their rights in respect of the Company and to amend and restate the A&R RA which will be superseded in its entirety by this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall, unless the context otherwise requires, have the following meaning:

“Affiliate” means with respect to a Person (the “First Person”):

(i) another Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the First Person;

(ii) a pooled investment vehicle organised by the First Person (or an Affiliate thereof) the investments of which are directed by the First Person (or an Affiliate thereof);

(iii) a fund organised by the First Person for the benefit of the First Person’s (or any of its Affiliates’) partners, officers or employees or their dependants; or

(iv) a successor trustee or nominee for, or a successor by reorganization of, a qualified trust (being a tax advantaged fiduciary relationship between an employer and an employee in which the employee beneficiary may use his life expectancy to determine required minimum distribution amounts),

but shall, where applicable, exclude portfolio companies controlled by funds managed directly or indirectly by Silver Lake Technology Management, L.L.C., or Partners Group or portfolio companies managed directly or indirectly by Persons falling within limb (i) above in respect of any of them and any of their respective partners, officers, employees or their dependents;

“Ant Board Member” means a member of the Board designated by the Ant Institutional Shareholder for nomination by the Board in accordance with Clause 2.2.2;

“Ant Institutional Shareholder” has the meaning given thereto in the recitals of this Agreement;

“Articles” means the articles of association of the Company as amended from time to time;

“Board” means the board of the Company, as constituted from time to time;

“Board Committees” means the finance and audit committee and the nomination and compensation committee of the Board, and any other committees which the Board may have from time to time;

“Board Committee Rules” means the charters of the Board Committees as amended from time to time in accordance with the Board Rules;

“Board Meeting” means the board meeting of the Board Members;

“Board Member” means a member of the Board;

“Board Rules” means the organizational regulations of the Board as amended from time to time in accordance with their terms;

“Business Day” means any day, except a Saturday or Sunday or English bank or public holiday in the Cayman Islands, London, New York or Zurich (Switzerland);

“Closing” has the meaning given thereto in the recitals of this Agreement;

“Code of Best Practice” means the Swiss Code of Best Practice for Corporate Governance;

“Common Shares” means the registered ordinary shares with a nominal value of CHF 0.01 each of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any shares into which any such Common Shares shall have been changed or any shares resulting from any reclassification of any such Common Shares;

“Company” has the meaning given thereto in the recitals of this Agreement;

“Company Securities” means, together, the (i) Common Shares, (ii) Series A Preferred Shares and (iii) Warrants;

“Confidential Information” means any information of a secret or confidential nature concerning the Global Blue Group received at any time prior to or after the date of this Agreement, but excluding any information which:

(i) was in the possession of or was known to any member of the relevant Institutional Shareholder’s Group prior to its receipt from the Global Blue Group (other than through a breach of Clause 4 of this Agreement);

(ii) was or is independently developed by any member of the relevant Institutional Shareholder’s Group without the utilization of such Confidential Information;

(iii) is or becomes public knowledge without the fault of any member of the relevant Institutional Shareholder’s Group; or

(iv) is or becomes available to any member of the relevant Institutional Shareholder’s Group from a source other than the Global Blue Group in circumstances where any member of any Institutional Shareholder’s Group is not aware that disclosure has been made in breach of an obligation of confidentiality;

“Control” means, with respect to a Person (other than an individual) (a) direct or indirect ownership of more than 50% of the voting securities of such Person, (b) the right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) of such Person or (c) the right to manage, or direct the management of, on a discretionary basis, the assets of such Person, and, for the avoidance of doubt, a general partner is deemed to Control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be Controlled by such Person (and the terms “Controlling” and “Controlled” shall have meanings correlative to the foregoing);

“Deed of Accession” means a deed of accession to this Agreement in the form attached as Schedule 1 (Deed of Accession) hereto;

“Dispute” has the meaning given thereto in Clause 8.9 of this Agreement;

“Executive Board Member” means a member of the Board who is an executive of the Global Blue Group from time to time and being, as at the date hereof, Jacques Stern;

“Exchange” has the meaning given thereto in the recitals of this Agreement;

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder;

“General Meeting” means the general meeting of shareholders of the Company;

“Global Blue Group” means the Company, its group companies and its direct and indirect subsidiaries;

“Group” means:

(i) in the case of the SL Institutional Shareholder, the SL Institutional Shareholder and Partners Group, and each of their respective Affiliates, but excluding the Global Blue Group; or

(ii) in the case of the Ant Institutional Shareholder, the Ant Institutional Shareholder and each of its direct and indirect subsidiary undertakings;

“Independent Board Member” means a member of the Board who is considered by the Company to be independent in accordance with the requirements of the Exchange (including, in the context of members of the finance and audit committee, under Rule 10A-3 under the Exchange Act, as applicable) and the standards of independence promulgated by the Board from time to time;

“Information” has the meaning given thereto in Clause 4.1 of this Agreement;

“Institutional Shareholders” has the meaning given thereto in the recitals of this Agreement;

“Institutional Shareholder Board Member” means a member of the Board designated by any Institutional Shareholder for nomination by the Board in accordance with Clause 2.2.1 or 2.2.2;

“Management Information Package” means a package of information relating to the Global Blue Group made up to, and as at the end of, the relevant calendar month, in such form as has been produced in the six months prior to the date of this Agreement or as subsequently specified by the Board but at least incorporating a profit and loss account, balance sheet and cash flow statement for the Global Blue Group on a monthly basis and year-to-date basis together with a breakdown identifying variances from the Global Blue Group’s annual operating budget and the prior year figures and showing annual totals for Sales-in-Store, revenue, and EBITDA;

“Merger Agreement” has the meaning given thereto in the recitals of this Agreement;

“Parties” has the meaning given thereto in the recitals of this Agreement;

“Partners Group” means Partners Group Client Access 5, L.P. Inc., Partners Group Private Equity (Master Fund), LLC, and Partners Group Barrier Reef, L.P.;

“Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization;

“Series A Preferred Shares” means the registered series A convertible preferred shares with a nominal value of CHF 0.01 each of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any share into which any such Series A Preferred Shares shall have been changed or any shares resulting from any reclassification of any such Series A Preferred Shares;

“SL Board Member” means a member of the Board designated by the SL Institutional Shareholder for nomination by the Board in accordance with Clause 2.2.1;

“SL Institutional Shareholder” has the meaning given thereto in the recitals of this Agreement;

“Takeover Offer” means a public takeover offer for all or part of the Common Shares;

“Voting Shares” means, together, the Common Shares and the Series A Preferred Shares.

1.2 In this Agreement, unless the context dictates otherwise:

(i) the masculine gender shall include the feminine and the neuter and vice versa and references to the singular shall include the plural and vice versa;

(ii) references to “include” and “including” shall be treated as references to “include without limitation” or “including without limitation”;

(iii) the headings are for identification only and shall not affect the interpretation of this Agreement;

(iv) references to any statute or statutory provision include any code, regulation, statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision; and

(v) references to any agreement or contract are to that agreement or contract as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

2. BOARD

2.1 The Parties acknowledge and agree that the Board shall include at least three members who qualify as Independent Board Members and the chairperson of the Board shall at all times be a non-executive Board Member. The Parties further acknowledge that the chairperson shall be elected by the General Meeting. The Board shall not at any time have more than one executive Board Member, if any, and if there is an Executive Board Member, this shall be the chief executive officer of the Global Blue Group.

2.2 Subject to Clause 2.6:

2.2.1 the SL Institutional Shareholder shall have the right to designate up to three persons for nomination by the Board as SL Board Members and to designate replacements for such SL Board Members; and

2.2.2 the Ant Institutional Shareholder shall have the right to designate one person for nomination by the Board as the Ant Board Member and to designate a replacement for such Ant Board Member, provided that: (i) such designation is in compliance with Schedule 2 (Ant Board Member); and (ii) if, from time to time, the Board has bona fide compliance or regulatory concerns about such person being a Board Member (or, pursuant to Clause 2.4, an observer), the Company shall be entitled to take such steps as may be necessary (including calling and holding an extraordinary General Meeting) to remove such person from the Board (or, as applicable, such person shall not be entitled to represent the Ant Institutional Shareholder as an observer pursuant to Clause 2.4) and the Ant Institutional Shareholder hereby undertakes to effect, or procure the effecting of, such steps as may be necessary to cause such person to resign upon the Board’s request in connection with the Board’s bona fide compliance or regulatory concerns, and the Ant Institutional Shareholder may designate a replacement for such Board Member thereafter in accordance with the terms of this Agreement, who, in each case, in the reasonable assessment of the Board, satisfy any applicable requirements imposed by the Articles, Board Rules, Board Committee Rules and any other corporate governance policies that are applicable to Board Members generally. It is understood and agreed that in no event shall such persons’ affiliation with the SL Institutional Shareholder or the Ant Institutional Shareholder (as applicable) make such persons ineligible to be members of the Board. Such persons will not need to be ‘independent’ for purposes of the Code of Best Practice or pursuant to Rule 10A3 under the Exchange Act.

2.3 If, and at any time, any Institutional Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 2.2, the Company shall, following the assessment by the Board pursuant to the preceding paragraph, procure that the Board nominates the person designated by such Institutional Shareholder for election as a Board Member and to use reasonable efforts to procure the election of the person designated by such Institutional Shareholder to the Board at each relevant General Meeting, including by soliciting the vote of the shareholders of the Company to vote in favour of Board nominees and providing any other support that the Company or the Board provides to any other nominees to the Board.

2.4 If, and at any time, any Institutional Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 2.2:

(i) in the case of the (i) removal of its relevant Board Member, (ii) resignation, retirement, death or disability of its relevant Board Member, (iii) failure of the person designated by such Institutional Shareholder to be nominated for election to the Board at any General Meeting or (iv) the person nominated by such Institutional Shareholder not being elected by the General Meeting, the relevant Institutional Shareholder shall have the right, but not the obligation, to submit in writing to the Company a nomination for a replacement representative to the Board; and

(ii) the Company agrees to nominate the person designated by such Institutional Shareholder as a new Board Member and undertakes to promptly call and hold an extraordinary General Meeting with the agenda item to elect the proposed person as a new Board Member.

Subject to this Agreement, until the new Institutional Shareholder Board Member is elected, the Institutional Shareholder who designated such Institutional Shareholder Board Member will have the right, but not the obligation, to designate a representative to attend, as an observer, the (x) meetings of the Board and (y) committees of the Board (only to the extent such Institutional Shareholder had the right to designate a Board Member to such committee) and, as an observer, such Institutional Shareholder’s representative shall (i) be entitled to participate, without voting rights, in all (x) Board and (y) committee (only to the extent such Institutional Shareholder had the right to designate a Board Member to such committee) meetings; (ii) receive the same information and materials as the other Board Members; (iii) be invited to meetings at the same time as the other directors; and (iv) be entitled to the same expense reimbursement as the other directors, in each case to the extent permitted under applicable law. Such observer may share information as though Clause 2.7 applied but subject to any directions or restrictions determined by the Board from time to time.

2.5 If, and at any time, any Institutional Shareholder has the right to nominate a representative to the Board pursuant to Clause 2.2, such Institutional Shareholder shall be entitled to require that its representative not be nominated for re-election at the next annual General Meeting or that the Company convene an extraordinary General Meeting to effect the dismissal of such representative from the Board.

2.6 Each Institutional Shareholder’s right to designate for nomination by the Board persons as Board Members, and to propose replacements for Board Members, shall be varied in accordance with the following provisions:

2.6.1 if the SL Institutional Shareholder’s Group directly or indirectly holds less than 20% of the Voting Shares (from time to time), the SL Institutional Shareholder will have the right to designate only two persons for nomination by the Board as SL Board Members;

2.6.2 if the SL Institutional Shareholder’s Group directly or indirectly holds less than 10% of the Voting Shares (from time to time), the SL Institutional Shareholder will have the right to designate only one person for nomination by the Board as a SL Board Member provided that this Clause 2.6.2 will only apply from the expiry of two years following Closing;

2.6.3 if the SL Institutional Shareholder’s Group directly or indirectly holds less than 5% of the Voting Shares (from time to time), the SL Institutional Shareholder shall not have the right to designate any persons for nomination by the Board as a SL Board Member provided that this Clause 2.6.3 will only apply from the expiry of two years following Closing; and

2.6.4 if the Ant Institutional Shareholder’s Group directly or indirectly holds less than 5% of the Voting Shares (from time to time) and/or such other conditions as may be agreed between the Ant Institutional Shareholder and the Company from time to time cease to be satisfied, the Ant Institutional Shareholder shall not have the right to designate any persons for nomination by the Board as an Ant Board Member.

2.7 The Parties acknowledge that where an Institutional Shareholder Board Member receives (i) in a capacity other than that of a member of the Board, information which imposes on him or her a duty of confidentiality, he or she shall not be obligated to disclose that information to the Company or to the Board unless he or she is required to disclose such information, or take any other step, to comply with his or her fiduciary duties and statutory obligations as a member of the Board, and (ii) subject to Clause 4, any information relating to the Company or the Global Blue Group (in his or her capacity as a member of the Board or otherwise), the Institutional Shareholder Board Member may, subject to his or her fiduciary duties and statutory obligations as a member of the Board and subject to any restrictions under applicable law and provided that where such information is subject to legal privilege only to the extent that legal privilege is maintained, communicate such information to any member of the relevant Institutional Shareholder’s Group, provided that any such information so communicated shall be subject to Clauses 4.6 and 4.7.

2.8 The Company and the Board shall be permitted to withhold from the Ant Board Member any Confidential Information relating to commercial relationships between any member of the Global Blue Group, on the one hand, and the Ant Institutional Shareholder or its affiliates, on the other hand (including the strategic business cooperation agreement contemplated between Global Blue SA and Alipay.com Co., Ltd or any of its affiliates), and any other Confidential Information which the Company reasonably determines is commercially sensitive, taking into account such commercial relationships. Upon the request of any other Board Member, the Ant Board Member shall be recused from any meeting (or part thereof) during which any such Confidential Information or commercial relationships are to be disclosed to or discussed by the Board. To the extent that the Ant Board Member inadvertently receives such Confidential Information, the Ant Board Member shall immediately return the Confidential Information to the Company or the Board, as applicable, and, notwithstanding the provisions of Clause 4.7(i), agrees not disclose such Confidential Information to any member of the Ant Institutional Shareholder’s Group.

2.9 Subject to any other agreement between any Institutional Shareholder Board Member and the Company, each Institutional Shareholder Board Member and any observer appointed pursuant to Clause 2.4 will be covered by: (a) (irrespective of any separate insurance arranged by the relevant Institutional Shareholder’s Group) the Company’s directors’ and officers’ liability insurance (if any) during their appointment and for a period of at least four years following the date of their resignation or removal from the Board and (b) the Company’s indemnity policy during their appointment and for a period of at least six years following the date of their resignation or removal from the Board, in each case on terms at least as favourable to the Institutional Shareholder Board Member or observer (as applicable) as the insurance (if any) and indemnity policy in place at the date of Closing, in the case of insurance where such insurance is then reasonably commercially available. The terms of the Company’s directors’ and officers’ liability insurance (if any), the Company’s indemnity policy any other relevant policy of insurance or other policy will remain at all times available to the Institutional Shareholders from the Company on request.

2.10 The Board, following consultation with outside counsel if deemed necessary, shall determine any measures to address any actual or potential conflict of interest in accordance with the Board Rules.

3. BOARD COMMITTEES

3.1 The Company shall procure that the Board shall have a finance and audit committee and a nomination and compensation committee. In addition, the Board may establish more committees from time to time. The members of the nomination and compensation committee will be appointed by the shareholders’ meeting upon proposal by the Board. The members of all other committees will be appointed by the Board.

3.2 The Company and each Institutional Shareholder agree that (i) each of the Board Committees shall consist of at least two members and (ii) the SL Institutional Shareholder has the right to nominate one director (which whilst he or she must be a member of the Board does not have to be an Institutional Shareholder Board Member nominated by the SL Institutional Shareholder) to serve on each Board Committee (provided that the finance and audit committee shall consist only of Independent Board Members), for so long as the SL Institutional Shareholder has the right to designate at least two persons for nomination by the Board as SL Board Members in accordance with Clause 2. As long as there is at least one Institutional Shareholder Board Member nominated by the SL Institutional Shareholder, the SL Institutional Shareholder shall have the right to appoint one Person to attend finance and audit committee meetings as an adviser without participating in the decision-making and voting process of the committee. The terms of appointment of such adviser shall be determined by the Board and shall include customary confidentiality obligations but shall not entitle such adviser to any remuneration or the payment of any expenses by the Company and may provide for limitations of liability and an indemnity no less favourable that those offered to the Board Members.

3.3 The Parties agree that no Executive Board Member shall sit on the finance and audit committee or the nomination and compensation committee.

4. INFORMATION SHARING

4.1 The Company shall provide or procure that each Institutional Shareholder is promptly provided, to the extent permitted by applicable laws and regulations, with all such information (the “Information”) in respect of any Global Blue Group company necessary in order for each Institutional Shareholder’s Group (as applicable) to:

(i) complete any tax return, compilation or filing as required by applicable law or deal with any enquiry from a tax authority;

(ii) comply with any financial, regulatory or other reporting obligations which apply to any member of any Institutional Shareholder’s Group as required by applicable law; or

(iii) comply with any other laws, rules or regulations which apply to any member of any Institutional Shareholder’s Group.

4.2 Without prejudice to the generality of Clause 4.1 above, to the extent permitted by applicable laws and regulations and the rules and regulations of the Exchange, the Company will maintain, and will procure that each member of the Global Blue Group maintains, effective and appropriate control systems in relation to the financial, accounting and record-keeping functions of the Global Blue Group. Each Board Member will be entitled to receive: (i) a detailed draft operating budget (including a cash flow and capital expenditure forecast) for the Global Blue Group in respect of its next financial year, in such form as has been produced in the six months prior to the date of this Agreement, not later than twenty days before the end of each financial year; and (ii) the Management Information Package for each monthly accounting period as soon as reasonably practicable and in any event within four weeks of the end of such period, provided that any Institutional Shareholder Board Member may at any time and from time to time notify the Company that he elects not to receive the Management Information Package or other specified information (or to cancel or vary any such prior election). Each Institutional Shareholder Board Member will be entitled to (x) share any information received in (i) and (ii) of the preceding sentence with the relevant Institutional Shareholder; and (y) such information and such access to the officers, employees and premises of the Global Blue Group as it may reasonably require for the purposes of enabling each Institutional Shareholder to monitor its investments in the Company, in each case for (x) and (y) for so long as the relevant Institutional Shareholder’s Group holds at least 10% of the Voting Shares (from time to time).

4.3 The Company shall procure that any document or information that is to be supplied under this Agreement which is not in the English language is accompanied by an accurate English translation (subject to each Institutional Shareholder’s consent to the contrary).

4.4 Nothing in this Agreement shall prohibit or restrict the Company from disclosing, in accordance with such laws or applicable rules or regulations to which the Company is or becomes subject by virtue of securities of the Company being admitted to listing or trading on any stock exchange, any inside information if and when such disclosure is required under or pursuant to the Exchange Act, or such other laws or applicable rules or regulations to which the Company is or becomes subject by virtue of securities of the Company being admitted to listing or trading on any stock exchange.

4.5 Nothing in this Agreement shall require the Company, or any director, officer or employee of the Company, to disclose inside information to the extent that such disclosure would violate any applicable law. The Parties acknowledge that pursuant to the Exchange Act they are prohibited from using inside information to effect transactions in Company Securities and from disclosing inside information to third parties except as permitted by applicable laws and applicable Company policies.

4.6 Each Institutional Shareholder shall procure that all Information provided to it or to any member of its Group pursuant to Clause 2.7, Clause 3.2 or Clause 4.1 shall be treated as Confidential Information and shall be used in accordance with applicable laws and regulations.

4.7 Each Institutional Shareholder shall ensure that any Confidential Information it or any of its Institutional Shareholder Board Members or any observer appointed by it pursuant to Clause 2.4 or any adviser appointed by it pursuant to Clause 3.2 receives will be treated strictly confidentially and only be disclosed:

(i) to the extent necessary to any member of its Group, and any member of its Group’s respective directors, officers and employees, auditors, professional advisors and other representatives, on terms that such recipient shall only use such Confidential Information in connection with that Person’s legitimate interests as a shareholder or representative or advisor of a shareholder of the Company. In no circumstances shall any such Confidential Information be shared with a company that competes with the business of the Global Blue Group (or its advisors or representatives); provided that possession or knowledge of such Confidential Information by any member of any Institutional Shareholder’s Group or its designated representatives on a company’s board of directors or governing body shall not, solely for that reason, be deemed imputed to such company; and provided further that possession or knowledge of such Confidential Information by any member of any Institutional Shareholder’s Group or its representatives carrying out a central management function with respect to a portfolio of investments, including legal, compliance, governance, audit, risk, investment committee or other oversight functions, which may include such a competing business shall not, solely for that reason, be deemed imputed to such company where such information is not disclosed to, or used in relation to, such competing business;

(ii) to any actual or potential providers of finance to the Global Blue Group and/or any member of any Institutional Shareholder’s Group and/or for the refinancing of any of the funding provided by any such finance providers provided that such finance providers are themselves subject to confidentiality obligations;

(iii) if requested or required by applicable law or by a competent court;

(iv) if requested or required by any competent securities exchange or competent regulatory or governmental body or other authority with relevant powers to which the disclosing person is subject or submits;

(v) if necessary to enforce this Agreement in court proceedings; or

(vi) if the Company has given its written consent to disclosure.

5. RELATIONSHIP BETWEEN THE PARTIES

5.1 The Company and each Institutional Shareholder undertake that transactions and relationships between a member of its respective Institutional Shareholder’s Group and a member of the Global Blue Group and any agreements or arrangements between a member of its respective Institutional Shareholder’s Group and a member of the Global Blue Group will be on terms no less favourable to the Company than those it could obtain at an arm’s length and on a customary commercial basis (other than in connection with arrangements in existence prior to Closing between a member of the Ant Institutional Shareholder’s Group and a member of the Global Blue Group).

5.2 Each Institutional Shareholder undertakes that the voting rights attached to the Voting Shares directly or indirectly held by each Institutional Shareholder (from time to time) shall not be exercised to procure any amendment to the Articles which would be inconsistent with any of the provisions of this Agreement without the Company’s consent.

5.3 Each Institutional Shareholder undertakes that the voting rights attached to the Voting Shares held directly or indirectly by each Institutional Shareholder (from time to time) shall not be exercised to prejudice the Company’s suitability for becoming, or its status once it becomes, a listed company on the Exchange or the Company’s ongoing compliance with the Articles, the applicable Exchange rules and any other laws or regulations, in each case to the extent applicable to the Company, provided that this shall not prevent any member of any Institutional Shareholder’s Group from:

(i) accepting a Takeover Offer;

(ii) itself making a Takeover Offer; or

(iii) selling its Voting Shares, subject to the relevant provisions of this Agreement.

5.4 The obligation of the Parties are contractual in nature and the Parties agree that they do not form, and this Agreement shall not be deemed to constitute, a simple partnership (einfache Gesellschaft) in accordance with article 530 et seq. of the Swiss Code of Obligation.

6. TERMINATION

6.1 This Agreement shall terminate with immediate effect upon the earliest of:

(i) with respect to the SL Institutional Shareholder, its Group ceasing to own or control, directly or indirectly, any Company Securities;

(ii) with respect to the Ant Institutional Shareholder, its Group ceasing to have the right to designate any persons for nomination by the Board as an Ant Board Member pursuant to Clause 2.6.4;

(iii) upon mutual written consent of the Parties; and

(iv) upon the expiry of the period of 25 years from the date of Closing.

6.2 Each Institutional Shareholder may terminate this Agreement (with respect to itself only) with immediate effect by written notice to the Company on or at any time after:

(i) any Person acquires or obtains Control of the Company;

(ii) the General Meeting passes a resolution for the winding up of the Company or a court of competent jurisdiction makes an order for the Company’s winding up or dissolution;

(iii) the commencement of any legal proceedings in relation to bankruptcy or other types of insolvency-related reorganization proceedings of the Company, unless such proceedings are frivolous or vexatious and are discharged, stayed or dismissed within 60 calendar days of commencement; or

(iv) the Company makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally.

6.3 After termination of this Agreement, all rights and obligations of the Parties under this Agreement shall end except for this Clause 6 and Clauses 1 (Definitions and Interpretations), 4 (Information Sharing), provided that Clauses 4.1 and 4.2 shall only remain effective with respect to any reporting period during which any Institutional Shareholder’s Group held Voting Shares, 8.8 (Governing Law) and 8.9 (Dispute Resolution) which will remain in full force and effect.

7. BUSINESS OPPORTUNITIES

7.1 Subject to Clauses 4.6, 4.7 and 7.2, each member of each Institutional Shareholder’s Group and (subject to his fiduciary duties as a director) any Institutional Shareholder Board Member may engage in or possess an interest in other investments, business ventures or entities of any nature or description, independently or with others, similar or dissimilar to, or that compete with, the investments or any business of the Global Blue Group, and may provide advice and other assistance to any such investment, business venture or entity, and the Company shall have no rights in and to such investments, business ventures or entities or the income or profits derived therefrom, and the pursuit of any such investment or venture, even if competitive with any business of the Global Blue Group, shall not be deemed wrongful or improper. Neither any member of any Institutional Shareholder’s Group nor (subject to his fiduciary duties as a director) any Institutional Shareholder Board Member shall be obliged to present any particular investment or business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, it could be taken by any member of the Global Blue Group, and any member of any Institutional Shareholder’s Group and (subject to his fiduciary duties as a director) any Institutional Shareholder Board Member shall have the right to take for its or his own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.

7.2 Notwithstanding anything in this Clause 7 to the contrary, each Institutional Shareholder agrees, for itself and on behalf of each member of its Institutional Shareholder’s Group, that none of them shall, without the prior written consent of the Board, use non-public information relating to the Global Blue Group first obtained by such Institutional Shareholder or any member of its Institutional Shareholder’s Group pursuant to this Agreement other than for the purpose of exercising such Institutional Shareholder’s rights or monitoring its interests as a shareholder or otherwise as permitted by Clause 4.7.

8. GENERAL PROVISIONS

8.1 Scope

Except as provided elsewhere in this Agreement, none of the provisions of this Agreement shall in any way limit (and the Institutional Shareholders will not have any liability or obligations as a result of) the activities of any member of any Institutional Shareholder’s Group (excluding the Institutional Shareholders and any Institutional Shareholder Board Member, persons appointed as observers or advisers in accordance with Clauses 2.4 or 3.2 or persons receiving Confidential Information) or as provided in Clause 7 or the activities of any portfolio company of any affiliate of any member of any Institutional Shareholder’s Group.

8.2 No recourse

Notwithstanding anything that may be expressed or implied in this Agreement and to the maximum extent permitted by applicable law, the Company covenants, agrees and acknowledges with each Institutional Shareholder, for itself and on behalf of each person referred to in this Clause 8.2, that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any member of any Institutional Shareholder’s Group (other than the Institutional Shareholders) or any current or future director, officer, employee, representative, general or limited partner of any member of any Institutional Shareholder’s Group, as such, whether by enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, representative, general or limited partner or member of any Institutional Shareholder’s Group or any limited partnership or fund advised by a member of any Institutional Shareholder’s Group or assignee thereof or any investor in such limited partnership or fund, as such, for any obligation of each Institutional Shareholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations. Each Institutional Shareholder shall be entitled to enforce the provisions of this Clause 8.2 against the Company on behalf of each other person referred to in this Clause 8.2. The provisions of this Clause 8.2 are without prejudice to any right of action the Company may have against an Institutional Shareholder Board Member in his or her capacity as a member of the Board or any persons appointed as observers or advisers in accordance with Clauses 2.4 or 3.2 or persons receiving Confidential Information and in each case are without prejudice to the terms of any other agreements made with any relevant parties.

8.3 Entire agreement

This Agreement supersedes and terminates any preceding or concurrent oral or written agreements between the Parties and no Party shall have any right or remedy against any other Party arising out of or in connection with any such preceding or concurrent agreements unless stated otherwise in this Agreement.

8.4 Amendment

This Agreement may only be amended by mutual agreement in writing by the Company and the SL Institutional Shareholder, except that any amendment that materially and disproportionately adversely affects the rights of the Ant Institutional Shareholder compared to those of the SL Institutional Shareholder shall require the prior written consent of the Ant Institutional Shareholder, and, for the avoidance of doubt, any amendment to the right of the Ant Institutional Shareholder to designate one person for nomination by the Board as the Ant Board Member pursuant to Clause 2.2.2 (subject to the terms and conditions herein), will require the prior written consent of the Ant Institutional Shareholder unless such amendment is required by law or regulation.

8.5 Assignment

None of the Parties may assign or procure the assumption of its rights and obligations under this Agreement, either in whole or in part, to any other Person without the prior written consent of the Company, except that the SL Institutional Shareholder may assign or procure the assumption of its rights and obligations to any of its Affiliates on giving not less than 5 Business Days’ notice to the other Parties but without the prior consent of such Parties, subject to such assignee executing a Deed of Accession in the form attached as Schedule 1 and will thereafter be deemed to be an “SL Institutional Shareholder” and be subject to this Agreement as if the assignee was such assigning SL Institutional Shareholder. The preceding sentence shall not apply to a transfer of Common Shares (a) in a public offering that is registered under the Securities Act of 1933, as amended (the “Securities Act”), (b) a transfer to one or more broker-dealers or their affiliates pursuant to a firm commitment purchase agreement for an offering that is exempt from registration under the Securities Act, (c) a transfer made through the facilities of a registered securities exchange or automated inter-dealer quotation system and (d) a transfer made in compliance with the manner of sale limitations of Rule 144(f) under the Securities Act or any successor rule or provision.

8.6 Counterparts

This Agreement may be signed in any number of counterparts each of which, when executed by one of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or PDF-file shall be effective as delivery of an original counterpart of this Agreement.

8.7 Notices

All notices and other communications under this Agreement must be in writing in English and delivered by e-mail to the appropriate addresses set out below, or to such addresses and as a Party may notify to the other Party from time to time.

To the Company:

Jeremy Henderson-Ross
General Counsel
Global Blue Group AG
Route de Crassier 7
1262 Eysins
Switzerland

To the SL Institutional Shareholder:

c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Attention: Legal Depart.
Email: LegalStaff-UK@silverlake.com

with copies (which shall not constitute notice) to:

c/o Silver Lake Europe LLP
Broadbent House, 65 Grosvenor Street,
London W1K 3LH
Attention: Legal Depart.
Email: LegalStaff-UK@silverlake.com

and

Simpson Thacher & Bartlett LLP
Citypoint, One Ropemaker Street
London EC2Y 9HU
Attention: Clare Gaskell
Email: cgaskell@stblaw.com

To the Ant Institutional Shareholder:

Antfin (Hong Kong) Holding Limited

26/F., Tower One, Times Square

1 Matheson Street

Causeway Bay

Attn: Gary Liu

gary.liu@antfin.com

+852 2215 5437

8.8 Governing law

This Agreement shall be governed by substantive Swiss law (excluding Swiss Private International Law and international treaties, in particular the Vienna Convention on the International Sale of Goods dated 11 April 1980).

8.9 Dispute resolution

Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its conclusion, existence, validity, invalidity, breach, amendment or termination (each, a “Dispute”), shall be finally resolved by arbitration under Rules of Arbitration of the International Chamber of Commerce (the “ICC”) in force at the time of such submission (the “Rules”). The Rules are deemed to be incorporated by reference into this Agreement except: (i) that any provision of such Rules relating to the appointment of an emergency arbitrator shall be excluded in its entirety; and (ii) as may be agreed by the Parties.

The number of arbitrators shall be three. The Claimant(s) shall nominate one arbitrator in the Request for Arbitration. The Respondent(s) shall nominate one arbitrator in the Answer to the Request. The two party-nominated arbitrators will then attempt to agree for a period of 30 days, in consultation with the parties to the arbitration, upon the nomination of a third arbitrator to act as president of the tribunal, barring which the International Court of Arbitration of the ICC shall select the third arbitrator (or any arbitrator that Claimant(s) or Respondent(s) shall fail to nominate in accordance with the foregoing).

The seat of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.

The arbitral proceedings shall be subject to the provisions of Chapter 12 of the Swiss Private International Act, to the exclusion of the Third Part of the Swiss Code of Civil Procedure.

The Parties shall maintain strict confidentiality with respect to all aspects of the arbitration and shall not disclose the existence of the arbitration, the arbitral proceedings, the submissions or the decisions made by the arbitral tribunal, including its awards to any non-parties or non-participants without the prior written consent of all parties to the arbitration, except to the extent: (i) required by law and applicable internal reporting requirements; or (ii) necessary to recognize, confirm or enforce the final award in the arbitration.

The Parties hereby agree that, in the event of a dispute relating to any matter contained both in this Agreement and in the Articles, the provisions of this Agreement will prevail and, in particular, the provisions of this Clause 8.9 shall take precedence over the dispute resolution provisions in the Articles.

[remainder of the page intentionally left blank]

THUS AGREED AND SIGNED ON THE DATE SET FORTH ABOVE

GLOBAL BLUE GROUP HOLDING AG

/s/ Jacques Stern
By:	Jacques Stern
Title:	Director

SL GLOBETROTTER L.P.
acting by its general partner
SL GLOBETROTTER GP, LTD.

/s/ Joseph Osnoss
By:	Joseph Osnoss
Title:	Director

ANTFIN (HONG KONG) HOLDING LIMITED

/s/ Leiming Chen
By: Leiming Chen

Title: Director

EX-99.D 5 a20-30343_1ex99dd.htm EXHIBIT D

Exhibit D

VOTING AGREEMENT

by and among

SL GLOBETROTTER, L.P.

AND

GLOBAL BLUE HOLDING L.P.

AND

ANTFIN (HONG KONG) HOLDING LIMITED

Dated as of 7 September 2020

	Table of Contents

		Page

Article I DEFINITIONS		1

Section 1.1	Certain Definitions	1
Section 1.2	Terms Defined Elsewhere in this Agreement	4
Section 1.3	Interpretive Provisions	4

Article II CORPORATE GOVERNANCE		5

Section 2.1	Voting Agreement	5

Article III OTHER COVENANTS AND AGREEMENTS		6

Section 3.1	Conflicting Organizational Document Provisions	6

Article IV GENERAL		6

Section 4.1	Accession and Assignment	6
Section 4.2	Term and Effectiveness	6
Section 4.3	Severability	7
Section 4.4	Entire Agreement; Amendment	7
Section 4.5	Counterparts	8
Section 4.6	Governing Law	8
Section 4.7	Jurisdiction	8
Section 4.8	Specific Enforcement	8
Section 4.9	Notices	8
Section 4.10	Binding Effect; Third Party Beneficiaries	9
Section 4.11	Further Assurances	10
Section 4.12	Table of Contents, Headings and Captions	10
Section 4.13	No Recourse	10

Annexes

Annex A — Form of Joinder Agreement

VOTING AGREEMENT

This VOTING AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of 7 September 2020, by and among: (i) SL Globetrotter, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered in the Cayman Islands General Registry (the “SL Shareholder”), (ii) Global Blue Holding L.P., an exempted limited partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registered in the Cayman Islands General Registry under number 95120 (the “PG Shareholder” and, together with the SL Shareholder, each a “SL/PG Shareholder” and together the “SL/PG Shareholders”) and (iii) Antfin (Hong Kong) Holding Limited, 26/F, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (the “Ant Shareholder” and, together with the SL/PG Shareholders, the “Shareholders”).

RECITALS

WHEREAS, following the closing (the “Closing”) of a merger agreement (“Merger Agreement”) by and among, inter alia, Global Blue Group Holding AG (the “Company”) and the Seller Parties (as defined therein), entered into on 16 January 2020, the Company owns the business known as ‘Global Blue’ and the Common Shares (as defined below) are listed on the New York Stock Exchange (the “Exchange”). Following Closing, each of the Shareholders owns certain Company Securities.

WHEREAS, the second amended and restated relationship agreement (as may be further amended, restated, supplemented and/or otherwise modified from time to time, the “Relationship Agreement”), by and among the SL Shareholder, the Ant Shareholder and the Company, entered into on or around the date hereof, governs the Company’s relationship with respect to the SL Shareholder and the Ant Shareholder.

WHEREAS, the parties have agreed to enter into this Agreement to regulate the relationship between the Shareholders with respect to each other, in connection with the Company.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Certain Definitions. As used in this Agreement, the following definitions shall apply:

“Action” means any claim, action, suit, assessment, arbitration or proceeding, in each case that is by or before any Governmental Authority.

“Affiliate” means with respect to a person (the “First Person”):

(i) another Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the First Person;

(ii) a pooled investment vehicle organised by the First Person (or an Affiliate thereof) the investments of which are directed by the First Person (or an Affiliate thereof); or

(iii) a fund organised by the First Person for the benefit of the First Person’s (or any of its Affiliates’) partners, officers or employees or their dependants; or

(iv) a successor trustee or nominee for, or a successor by reorganisation of, a qualified trust (being a tax advantaged fiduciary relationship between an employer and an employee in which the employee beneficiary may use his life expectancy to determine required minimum distribution amounts),

but shall, where applicable, exclude portfolio companies controlled by funds managed directly or indirectly by Silver Lake Technology Management, L.L.C. or Partners Group or portfolio companies managed directly or indirectly by Persons falling within limb (i) above in respect of any of them and any of their respective partners, officers, employees or their dependents.

“Articles” means the articles of association of the Company, as amended from time to time.

“Board” means the board of directors of the Company.

“Board Rules” means the organizational regulations of the Board, as amended from time to time in accordance with their terms.

“Business Day” means any day of the year in which national banking institutions in New York, New York, London, England, and Zurich (Switzerland) are open to the public for conducting business and are not required or authorized to be closed.

“Closing Date” means the date on which the Closing actually occurs.

“Common Shares” means the registered common shares of CHF 0.01 of the Company.

“Company Securities” means, together, the (i) Common Shares, (ii) Convertible Preferred Shares and (iii) Warrants.

“Control” means, with respect to a Person (other than an individual) (a) direct or indirect ownership of more than 50% of the voting securities of such Person, (b) the right to appoint, or cause the appointment of, more than 50% of the members of the board of directors (or similar governing body) of such Person or (c) the right to manage, or direct the management of, on a discretionary basis, the assets of such Person, and, for the avoidance of doubt, a general partner is deemed to Control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be Controlled by such Person (and the terms “Controlling” and “Controlled” shall have meanings correlative to the foregoing).

“Conversion Agreement” means that certain conversion agreement, dated on or around the date hereof, by and among the Company and each of the Seller Parties (as defined in the Merger Agreement) in respect of the Convertible Preferred Shares.

“Convertible Preferred Shares” means convertible preferred shares of the Company with those terms as set forth in the organizational documents of the Company and the Conversion Agreement.

“Director” means any of the individuals elected or appointed to serve on the Board.

“Global Blue Group” means the Company, its group companies and its direct and indirect subsidiaries (and references to “Global Blue Group Company” shall be construed accordingly).

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, self regulatory authority, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Group” means:

(i) in the case of the SL/PG Shareholders, each of the SL/PG Shareholders and Partners Group, and each of their respective Affiliates, but excluding the Global Blue Group; and

(ii) in the case of the Ant Shareholder, the Ant Shareholder and each of its direct and indirect subsidiary undertakings;

“Law” means any statute, law, ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Necessary Action” means, with respect to a specified result, all actions necessary to cause such result to the extent achievable through the exercise of all rights held by the Person in its capacity as a shareholder of the Company or as a member of the Board referred to in paragraph (iii) of this definition, including but not limited to: (i) voting directly or by way of proxy with respect to the relevant Voting Shares, whether at any annual or extraordinary general meeting, by written consent or otherwise, (ii) causing the adoption of shareholders resolutions and amendments to organizational documents of the Company, (iii) causing members of the Board (to the extent such members were elected, nominated or designated by the Person obligated to undertake the Necessary Action) to act (subject to any applicable fiduciary duties) in a certain manner or causing them to resign or to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments and (v) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Partners Group” means Partners Group Client Access 5, L.P. Inc., Partners Group Private Equity (Master Fund), LLC, and Partners Group Barrier Reef, L.P.

“Person” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization.

“Transfer” means any act by a Shareholder to sell, exchange, assign, transfer, convey or otherwise dispose of, encumber, pledge, convey or hypothecate, or agree to any of the above acts with respect to any legal or economic interest (including, without limitation, as part of a hedge), whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise, all or any (in whole or in part) of its Company Securities.

“Voting Shares” means, together, the Common Shares and the Convertible Preferred Shares.

“Warrants” means warrants issued to any Person which attach to them certain rights which will allow for such warrants to be exercised for certain Common Shares after Closing.

Section 1.2 Terms Defined Elsewhere in this Agreement. Each of the following terms is defined in the Section set forth opposite such term:

Term		Section
Agreement		Preamble
Company		Preamble
Closing		Preamble
Exchange		Preamble
Relationship Agreement		Recitals

Section 1.3 Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References in this Agreement to a number or percentage of shares, units or other equity interests shall take into account and give effect to any split, combination, dividend or recapitalization of such shares, units or other equity interests, as applicable.

ARTICLE II
CORPORATE GOVERNANCE

Section 2.1 Voting Agreement.

For the purposes of this Section 2.1 only, the PG Shareholder will be deemed to be a “Shareholder” for so long as an Affiliate of the SL Shareholder is the general partner of the PG Shareholder.

(i) Each Shareholder agrees, at any time it is then entitled to vote for the election of Directors to the Board, to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting, or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the composition of the Board complies with (and includes all of the requisite designees in accordance with) the Relationship Agreement from time to time.

(ii) Each Shareholder agrees that if, at any time, it is then entitled to vote for the removal of Directors, it will not vote any of its Voting Shares (from time to time) in favor of the removal of any Director who shall have been designated in accordance with the Relationship Agreement, unless (1) the Person or Persons entitled to designate such Director shall have consented to such removal in writing, (2) removal is compelled pursuant to the Relationship Agreement, including Clause 2.2.2(ii) thereof or (3) the Person or Persons entitled to designate any Director pursuant to the Relationship Agreement shall request in writing the removal, with or without cause, of such Director (in which case, each such Shareholder shall vote its Voting Shares (from time to time) in favor of such removal).

(iii) Each Shareholder agrees not to grant, or enter into a binding agreement with respect to, any proxy to any Person in respect of its Voting Shares (from time to time) that would prohibit or prevent such Shareholder from casting votes in respect of such Voting Shares in accordance with this Section 2.1.

(iv) Each Shareholder agrees, at any time it is then entitled to vote for any resolution proposed to give effect to the agreed terms of the Convertible Preferred Shares (including, but not limited to, (i) the renewal of the authorized share capital of the Company at a level which would permit the issuance by the Company of Common Shares upon the exercise by the SL/PG Shareholders and/or the Managers (as defined in the Conversion Agreement) of their rights under the Conversion Agreement in accordance with its terms and (ii) the approval of the issuance of a preferred dividend, in each case in connection with the Convertible Preferred Shares), to take all Necessary Action, including casting all votes to which such Shareholder is entitled in respect of its Voting Shares (from time to time), whether at any annual or extraordinary general meeting or to cause such Shareholder’s Board representative(s) to cast their vote so as to ensure that the agreed terms of the Convertible Preferred Shares and the Conversion Agreement are given effect.

ARTICLE III
OTHER COVENANTS AND AGREEMENTS

Section 3.1 Conflicting Organizational Document Provisions. In the event of any ambiguity or conflict arising between the terms of this Agreement and those of the Articles, the terms of this Agreement shall prevail.

ARTICLE IV
GENERAL

Section 4.1 Accession and Assignment.

The rights and obligations hereunder shall not be assignable without the prior written consent of the other Shareholders; provided, however, (a) any SL/PG Shareholder at any time may assign any part or all of its rights and benefits under this Agreement to any member of its Group (and any such member of such Group may further assign to any other member of such Group), subject to the relevant assignee executing a Joinder Agreement in the form attached hereto as Annex A, and (b) each Shareholder that Transfers Company Securities to a member of its Group that is not a party to this Agreement shall procure that the Transferee executes a Joinder Agreement in the form attached hereto as Annex A. Each assignee or transferee (as applicable) will thereafter be deemed to be a “Shareholder” and be subject to this Agreement as if the assignee or transferee was the relevant assigning or transferring Shareholder, subject to the terms of the Joinder Agreement.

Section 4.2 Term and Effectiveness.

(a) This Agreement shall terminate with immediate effect upon the earliest of:

(i) any Person (other than any SL/PG Shareholder or a member of its Group) acquiring or obtaining Control of the Company;

(ii) the SL/PG Shareholder’s Group ceasing to own or control, directly or indirectly, any Company Securities in issue;

(iii) the Ant Shareholder’s Group ceasing to own or control, directly or indirectly, at least 5% of the Voting Shares (from time to time) or no longer having the right to designate any persons for nomination by the Board as an Ant Board Member (as defined in the Relationship Agreement) pursuant to Clause 3.6.4 of the Relationship Agreement; and

(iv) upon mutual written consent of the parties.

(b) Each Shareholder may terminate this Agreement (with respect to itself only) with immediate effect by written notice to the Company on or at any time after:

(i) the general meeting of shareholders of the Company passes a resolution for the Company’s winding up or a court of competent jurisdiction makes an order for the Company’s winding up or dissolution;

(ii) the commencement of any legal proceedings in relation to bankruptcy or other types of insolvency-related reorganization proceedings of the Company, unless such proceedings are frivolous or vexatious and are discharged, stayed or dismissed within 60 calendar days of commencement; or

(iii) the Company makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally.

(c) Notwithstanding anything contained herein to the contrary, this Article IV shall survive any termination of any provisions of this Agreement.

(d) The termination of any provision of this Agreement shall not relieve any party from any liability for the breach of its obligations under this Agreement prior to such termination.

Section 4.3 Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 4.4 Entire Agreement; Amendment.

(a) This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement. This Agreement or any provision thereof may only be amended or modified, in whole or in part, at any time by an instrument in writing signed by the Shareholders.

(b) No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

(c) No waiver of a right under this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed. The waiver of a right under this Agreement in a specified instance or in specified circumstances shall not operate or be construed as a waiver of such right in other instances or circumstances.

Section 4.5 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 4.6 Governing Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 4.7 Jurisdiction; Waiver of Trial by Jury. Any Action based upon, arising out of or related to this Agreement, or the transactions contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction, any federal or state court located in New Castle County, Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 4.7. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action based upon, arising out of or related to this Agreement or the transactions contemplated hereby.

Section 4.8 Specific Enforcement. The parties hereto acknowledge that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

Section 4.9 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received by non-automated response). All such notices, requests and other communications shall be delivered in person or sent by facsimile, e-mail or nationally recognized overnight courier and shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt. All such notices, requests and other communications to any party hereunder shall be given to such party as follows:

(a) To the SL Shareholder and the PG Shareholder:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Attention: Legal Depart

Email: LegalStaff-UK@silverlake.com

with copies (which shall not constitute notice) to:

c/o Silver Lake Europe LLP

Broadbent House, 65 Grosvenor Street,

London W1K 3LH

Attention: Legal Depart

Email: LegalStaff-UK@silverlake.com

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attn: Michael O. Wolfson
E-mail: MWolfson@stblaw.com

and a copy to:

Simpson Thacher & Bartlett LLP
CityPoint

One Ropemaker Street
London EC2& 9HU
Attn: Clare G. Gaskell
E-mail: CGaskell@stblaw.com

(b) To the Ant Shareholder:

Antfin (Hong Kong) Holding Limited

26/F., Tower One, Times Square

1 Matheson Street

Causeway Bay

Attn: Gary Liu

gary.liu@antfin.com

+852 2215 5437

or to such other address or to such other Person as any party shall have last designated by such notice to the other parties.

Section 4.10 Binding Effect; Third Party Beneficiaries. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Except as provided in Section 4.13, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective permitted successors and assigns.

Section 4.11 Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof.

Section 4.12 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

Section 4.13 No Recourse. Without limiting the express obligations in this Agreement, to the maximum extent permitted by law and save to the extent required to give effect to any order of any court in respect of any claim against any party to this Agreement, this Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the parties that are expressly identified as parties hereto and no other past, present or future Affiliate, director, officer, employee, incorporator, member, manager, general or limited partner, shareholder, controlling Person, fiduciary, agent, attorney or representative of any party hereto, or any other past, present or future Affiliate, director, officer, employee, incorporator, member, manager, general or limited partner, shareholder, controlling Person, fiduciary, agent, attorney or representative of any of the foregoing shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby. Each party shall be entitled to enforce this section against any other party on behalf of a Person referred to in this Section.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the parties hereto has caused this Voting Agreement to be executed by its duly authorized officers as of the day and year first above written.

SL GLOBETROTTER L.P. acting by its general partner SL GLOBETROTTER GP, LTD.

/s/ Joseph Osnoss
By:	Joseph Osnoss
Title:	Director

[Signature Page to Voting Agreement]

GLOBAL BLUE HOLDING L.P. By: SL Globetrotter GP, Ltd., its general partner

By:	/s/ Joseph Osnoss
Name:	Joseph Osnoss
Title:	Managing Director

[Signature Page to Voting Agreement]

ANTFIN (HONG KONG) HOLDING LIMITED

By:	/s/ Leiming Chen
Name:	Leiming Chen
Title	Director

[Signature Page to Voting Agreement]

EX-99.E 6 a20-30343_1ex99de.htm EXHIBIT E

Exhibit E

To: Antfin (Hong Kong) Holding Limited (“Ant”)

26/F, Tower 1, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

From: SL Globetrotter, L.P. (“Globetrotter”)

Global Blue Group Holding AG (the “Company”)

January 10, 2020

Dear Sirs:

We refer to the form of Share Purchase and Contribution Agreement attached as Appendix A (the “Form Purchase Agreement” and, as executed and delivered by the parties thereto in accordance with this Agreement, the “Purchase Agreement”) the terms of which have been agreed between the Parties.

Capitalized terms used but not defined in this letter shall have the meanings given to them in the Form Purchase Agreement.

1. Commitment. Subject to the terms and conditions of this letter, Ant hereby agrees to execute and deliver a Purchase Agreement substantially in the form of the Form Purchase Agreement within two business days following its receipt of a written notice (the “Signing Notice”) requesting the same from Globetrotter (the “Commitment”).

2. Conditions. The Commitment is subject to the satisfaction or waiver by Ant of the condition that the Purchase Agreement shall be executed and delivered by the parties thereto other than Ant.

3. Exclusivity. In recognition of the time and expense incurred by Ant for the purposes of negotiations relating to the Commitment, from the date of this letter until the Closing Date (unless this letter is terminated earlier in accordance with paragraph 5 below), Globetrotter and the Company each further undertakes not to and to procure that none of their respective affiliates (excluding any portfolio companies (as such term is commonly understood in the private equity industry), other than the Target and its subsidiaries) knowingly solicit, initiate, negotiate or seek to procure any proposals or approaches from, or enter into any agreements or other binding arrangements with, any Relevant Person regarding an investment by a Relevant Person in equity securities of the Target or the Company (or any affiliate of the Target or the Company whose assets consist only of direct or indirect ownership interests in the Target or the Company, or their businesses), in each case in connection with the Transaction. “Relevant Person” refers to the person or persons identified by Globetrotter’s counsel to Ant’s counsel by email (with receipt confirmed by reply email) substantially concurrently with the signing of this letter.

4. Termination. This letter shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, if the Purchase Agreement has not been executed and delivered by the parties thereto on or before February 15, 2020.

5. Miscellaneous. Sections 12(a) and 12(f) through (o) of the Form Purchase Agreement are incorporated by reference herein and shall apply to this letter and the parties hereto mutatis mutandis as if this letter were the “Agreement”.

Sincerely,

SL Globetrotter GP, Ltd.

Acting in its capacity as general partner of

SL Globetrotter, L.P.

By:	/s/ Joseph Osnoss
Name:	Joseph Osnoss
Title:	Managing Director

[Signature Page to Commitment Letter]

Global Blue Group Holding AG

By:	/s/ Joseph Osnoss
Name:	Joseph Osnoss
Title:	Managing Director

[Signature Page Commitment Letter]

Agreed and accepted by

Antfin (Hong Kong) Holding Limited

By:	/s/ Xinyi Han
Name:	XINYI HAN
Title:	Director