Global Blue Group Holding AG (Form: 20-F, Received: 09/03/2020 17:23:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: August 28, 2020

Commission File Number: 001-39477

GLOBAL BLUE GROUP HOLDING AG

(Exact name of Registrant as specified in its charter)


Not applicable		Switzerland
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Zürichstrasse 38, 8306 Brüttisellen, Switzerland

+41 22 363 77 40

(Address of Principal Executive Offices)

Jeremy Henderson-Ross

Zürichstrasse 38, 8306 Brüttisellen, Switzerland

+41 22 363 77 40

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares	GB	New York Stock Exchange
Warrants	GB.WS	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report: 167,824,796 ordinary shares and 30,850,000 warrants

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting over Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


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

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

GLOBAL BLUE GROUP HOLDING AG

TABLE OF CONTENTS


	Page

Cautionary Note Regarding Forward-Looking Statements		i

Defined Terms		ii

Explanatory Note		iv

PART I		1

Item 1. Identity of Directors, Senior Management and Advisers		1
Item 2. Offer Statistics and Expected Timetable		1
Item 3. Key Information		1
Item 4. Information on the Company		2
Item 4A. Unresolved Staff Comments		5
Item 5. Operating and Financial Review and Prospects		5
Item 6. Directors, Senior Management and Employees		5
Item 7. Major Shareholders and Related Party Transactions		6
Item 8. Financial Information		8
Item 9. The Offer and Listing		20
Item 10. Additional Information		20
Item 11. Quantitative and Qualitative Disclosures About Market Risk		30
Item 12. Description of Securities Other than Equity Securities		30

PART II		30

PART III		30

Item 17. Financial Statements		30
Item 18. Financial Statements		30
Item 19. Exhibits		30

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the section entitled “Risk Factors” of the Company’s Amendment No. 5 of the Registration Statement on Form F-4 (333-236581) filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2020 (the “Form F-4”), which are incorporated by reference into this Report.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this Report, or the documents to which we refer readers in this Report, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.

DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, references to the “Company” are to Global Blue Group Holding AG, whereas references to “Global Blue,” “we,” “us,” or “our” are to Global Blue Group Holding AG and its subsidiaries for the period from August 28, 2020, Global Blue Group AG and its subsidiaries from March 16, 2018 to August 27, 2020, and Global Blue Investment & Co S.C.A. and its subsidiaries from August 1, 2012 to March 15, 2018.

In this Report:

“Amendment Letter” means an amendment letter dated January 14, 2020 amending and restating the New Facilities Agreement entered into by Global Blue Group AG with, inter alia, BNP Paribas (Suisse) S.A., Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank International Limited, Royal Bank of Canada, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, Credit Suisse International and JPMorgan Chase Bank N.A., London branch, as amendment participating lenders, and RBC Europe Limited, as agent and security agent.

“August 3 Prospectus” means the proxy statement/prospectus filed with the SEC by the Company pursuant to Rule 424(b)(3) on August 3, 2020.

“August 15 Agreements” means the supplemental letter agreements dated August 15, 2020 and entered into by FPAC, Globetrotter and affiliates of Third Point LLC to facilitate the closing of the Business Combination.

“Backstop Provider” means Cloudbreak Aggregator LP, a Cayman Islands limited partnership that is an affiliate of Third Point.

“Closing” means the closing of the transactions contemplated by the Merger Agreement and the share purchase and contribution agreements with the PIPE Investors.

“Conversion Agreement” means the conversion agreement dated August 28, 2020 and entered into by the Company with, amongst others, Cayman Holding and Globetrotter to govern the issuance and delivery of Global Blue Shares in exchange for Series A Preferred Shares from the holders of Series A Preferred Shares.

“EUR” means euro, the legal currency of the European Union.

“Executive Management” means members of the executive management of Global Blue.

“FPAC” means Far Point Acquisition Corporation, a Delaware corporation.

“FPAC Class A Common Stock” means FPAC’s Class A common stock, par value $0.0001 per share.

“FPAC Class B Common Stock” means FPAC’s Class B common stock, par value $0.0001 per share.

“Global Blue Warrants” means warrants that entitle the holder thereof to purchase for $11.50 per share one Global Blue Share (subject to adjustment in accordance with the Warrant Agreement). As part of the Business Combination, a total of 21,083,333 Public Warrants (exercisable at $11.50 / €10.47 per share) and 9,766,667 Private Placement Warrants (exercisable at $11.50 / €10.47 per share) became Global Blue Warrants.

“Globetrotter” means SL Globetrotter, L.P., a Cayman Islands exempted limited partnership.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“IPO” means the initial public offering of Units of FPAC, consummated on June 14, 2018.

“Management Roll-up” means, prior to the Closing, pursuant to the Management Shareholders Agreement, a series of exchange and contribution transactions involving Global Blue Group AG and certain of its subsidiaries, through which the Management Sellers became shareholders of Global Blue Group AG.

“Management Sellers” means the individuals who are parties to the Merger Agreement as “Management Sellers.”

“Management Shareholders Agreement” means that certain agreement dated as of January 16, 2020, by and among Cayman Holdings, Globetrotter, the Company, Jacques Stern (as management representative) and Partners Group, as amended by the Management Shareholders Agreement Deed of Amendment dated as of August 26, 2020 by and among Cayman Holdings, Jacques Stern (as management representative), the Company, Globetrotter and Estera Trust (Jersey) Limited (as trustee of the Global Blue Equity Plan Employee Trust).

“New Facilities” means the New Term Loan Facility and the New Revolving Credit Facility.

“New Facilities Agreement” means term and revolving credit facilities agreement dated October 25, 2019 entered into by Global Blue Group AG, with, inter alia, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, BNP Paribas (Suisse) S.A., J.P. Morgan Securities PLC, Morgan Stanley Bank International Limited and Royal Bank of Canada, as mandated lead arrangers, and RBC Europe Limited, as agent, and as amended and restated by the Amendment Letter.

“New Revolving Credit Facility” means a €100 million revolving credit facility governed by the New Facilities Agreement.

“New Term Loan Facility” means a €630 million term loan facility governed by the New Facilities Agreement.

“Partners Group” means Partners Group AG (or its affiliates).

“PIPE Investors” means the Primary PIPE Investors and the Strategic Secondary PIPE Investor.

“Primary PIPE Investors” means certain third-party investors who committed to purchase, concurrently with the Closing, 12,500,000 Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125 million.

“Private Placement Warrant” means Warrants sold in private placements in connection with the IPO.

“Public Shares” means shares of FPAC Class A Common Stock issued as part of the Units sold in the IPO.

“Public Warrants” means Warrants included in Units sold in the IPO.

“Registration Rights Agreement” means that registration rights agreement, dated as of August 28, 2020, by and among the Company, certain affiliates of Third Point, LLC, Globetrotter, Cayman Holdings, the Management Sellers and certain other parties thereto, with respect to the Global Blue Shares and other securities of the Company.

“Relationship Agreement” means that certain agreement, dated as of August 28, 2020, made in connection with transaction contemplated by the Merger Agreement, between Globetrotter and the Company.

“Shareholders Agreement” means that certain agreement, dated August 28, 2020, made in connection with the transaction contemplated by the Merger Agreement, by and among Cayman Holdings, Globetrotter, Thomas W. Farley and certain members of management of the Company.

“Silver Lake” means Silver Lake Management Company III, L.L.C. (or its affiliates).

“Strategic Secondary PIPE Investor” or “Ant Group” means Antfin (Hong Kong) Holding Limited.

“Supplemental Liquidity Facility” means the supplemental liquidity facility for $75 million that Globetrotter and Cayman Holdings will make available to the Company on the terms and conditions of a commitment letter and the form of loan agreement attached thereto, delivered by the Seller Parties pursuant to the Waiver Letter.

“Third Point” means Third Point LLC and/or its affiliates, as applicable.

“Transaction” or “Transactions” means the transactions contemplated by the Merger Agreement and the share purchase and contribution agreements with the PIPE Investors that occurred at or immediately prior to the Closing, including the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the private placement Units.

“Units” means Units issued in the IPO, each consisting of one share of FPAC Class A Common Stock and one-third of one Warrant.

“USD” means the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“VAT” means value added tax.

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

“Waiver Letter” means the waiver letter dated July 13, 2020 that accompanied a proposal of Silver Lake to FPAC to improve the liquidity position of Global Blue.

“Warrant Agreement” means that certain Warrant Agreement, dated as of June 11, 2018, between FPAC and the warrant agent named therein.

“Warrants” means warrants, under the terms of the Warrant Agreement, to purchase FPAC Class A Common Stock issued in the IPO and simultaneous private placements. Each whole warrant entitled the holder thereof to purchase one share of FPAC Class A Common Stock at a price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement) and upon the Closing became a Global Blue Warrant.

iii

EXPLANATORY NOTE

On January 16, 2020, Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter” and, in its capacity as a representative of the Company and its shareholders as of the date of the Merger Agreement (as defined below) and immediately prior to the closing, the “GB Shareholders’ Representative”), the Company, Global Blue US Holdco LLC, a Delaware limited liability company (“US Holdco”), Global Blue US Merger Sub Inc., a Delaware corporation (“US Merger Sub”), Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“Cayman Holdings”), the individuals named therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland, Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative (“FPAC Shareholders’ Representative”), solely for purposes of Sections 2.20 and 8.01 of the Merger Agreement, Far Point LLC, a Delaware limited liability company (the “Founder”), and Jacques Stern, solely in his capacity as the Management Representative (“Management Representative”), entered into the Agreement and Plan of Merger (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 Company (the “Global Blue Shares”), and in certain circumstances preferred shares (the “Series A Preferred Shares”) of the Company (together, the “Share Consideration”); and (2) US Merger Sub, a wholly-owned indirect subsidiary of the Company, would 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 (the “Merger”). As part of the transactions described above, in accordance with the Merger Agreement, a newly formed, wholly owned subsidiary of the Company, 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 Company 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”). On August 15, 2020, FPAC, Globetrotter and affiliates of Third Point LLC (the “TP Funds”) entered into supplemental letter agreements (the “August 15 Agreements”) to facilitate the closing of the Business Combination. See Item 10.C. for a description of the August 15 Agreements. The Business Combination was consummated on August 28, 2020.

Certain amounts that appear in this Report may not sum due to rounding.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.	Directors and Senior Management

The directors and members of the Executive Management upon the consummation of the Business Combination are set forth in the Form F-4, in the section entitled “Management of New Global Blue Following the Business Combination,” which is incorporated herein by reference. The business address for each of Company’s directors and members of Executive Management is Zürichstrasse 38, 8306 Brüttisellen, Switzerland.

B.	Advisors

Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY 10017, and Niederer Kraft Frey AG, Bahnhofstrasse 53, CH-8001 Zurich, Switzerland, have acted as counsel for the Company and will act as counsel to the Company upon and following the consummation of the Business Combination.

C.	Auditors

PricewaterhouseCoopers SA acted as Global Blue Group AG’s independent auditor for each of the three years in the period ended March 31, 2020, and is expected to continue to act as the Company’s independent auditor for the financial year ending March 31, 2021. PricewaterhouseCoopers SA is a member of EXPERTsuisse — Swiss Expert Association for Audit, Tax and Fiduciary.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.	Selected Financial Data

FPAC

Selected financial information regarding FPAC is included in the Form F-4 in the section entitled “Selected Historical Financial Information—FPAC” and in FPAC’s Form 10-Q Quarterly Report filed with the SEC on August 10, 2020 (the “FPAC 10-Q”), both of which are incorporated herein by reference. The financial statements of FPAC have been prepared in U.S. dollar.

Global Blue

Selected financial information regarding Global Blue is included in the Form F-4 in the sections entitled “Selected Historical Financial Information—Global Blue” and “Other Financial Data of Global Blue” and is incorporated herein by reference. The financial statements of Global Blue have been prepared in euro.

B.	Capitalization and Indebtedness

Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

The risk factors associated with Global Blue are described in the Form F-4 in the section entitled “Risk Factors.” The risk factors set forth in sections “Risk Factors—Risks Relating to Global Blue—Risks Related to Global Blue’s Industry, Business and the Regulatory Environment,” “Risk Factors—Risks Relating to Global Blue—Risks Relating to Financial Matters and New Global Blue’s Capital and Corporate Structure,” “Risk Factors—Risks Relating to Global Blue—Risks Related to the U.S. Federal Income Tax Treatment of the Business Combination and the New Global Blue” and “Risk Factors—Risks Relating to Global Blue—Risks Related to New Global Blue’s Business and Operations Following the Business Combination” are incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

The Company is a stock corporation (Aktiengesellschaft) incorporated under Swiss law with operations primarily in Switzerland and was incorporated in December 2019 solely for the purpose of effectuating the Business Combination, which was consummated on August 28, 2020. See “Explanatory Note” for further details of the Business Combination. See Item 5 for a discussion of Global Blue’s principal capital expenditures and divestitures for each of the three years in the period ended March 31, 2020. There are no material capital expenditures or divestitures currently in progress as of the date of this Report.

Global Blue Group AG is a stock corporation (Aktiengesellschaft) incorporated under Swiss law and is domiciled in Switzerland. Global Blue Group AG was incorporated in Switzerland on March 16, 2018 and has been the consolidating entity for purposes of Global Blue’s financial statements. Prior to such time, Global Blue Investment & Co S.C.A., which is an indirect wholly owned subsidiary of Global Blue Group AG, had been the consolidating entity for purposes of Global Blue’s financial statements and the holding company of Global Blue since August 1, 2012, when funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group acquired, in aggregate, 100% of the share capital of Global Blue Luxembourg Holdings S.à r.l., the parent company of Global Blue at the time (the “2012 GB Acquisition”).

The Company’s registered office and the mailing address of its principal executive office is Zürichstrasse 38, 8306 Brüttisellen, Switzerland, and its telephone number is +41 22 363 77 40. The Company’s principal website address is www.globalblue.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.

B.	Business Overview

Following and as a result of the Business Combination, all of the Company’s business is conducted through Global Blue. A description of the business is included in the Form F-4 in the sections entitled “Information Related to New Global Blue,” “Information Related to Global Blue” and “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” which are incorporated herein by reference, with the following exceptions, which are not incorporated herein by reference: “Information Related to Global Blue—Other Information about Global Blue—Legal and Arbitration Proceedings, Investigations and Tax Audits—Tax matters—Italy” and “Information Related to Global Blue—Other Information about Global Blue—Legal and Regulatory Matters—Regulation and licensing overview—European Payment Institution License.”

Legal and Arbitration Proceedings, Investigations and Tax Audits

Tax matters

Italy

See Item 8.A. with respect to the tax matters in Italy.

Legal and Regulatory Matters

Regulation and licensing overview

European Payment Institution License

In May 2019, Global Blue (via its Italian subsidiary Global Blue Currency Choice Italia S.r.l.) was granted a Payment Institution License by the Bank of Italy which has also been passported across the EU. The European Payment Institution License provides Global Blue with the option, if Global Blue so chooses in the future, to provide both the “execution” and the “acquiring” of payment transactions services across Europe.

In connection with the transactions contemplated by the Merger Agreement and a previously envisaged change of control (for purposes of Italian law), the relevant parties made a required European Payment Institution License filing with the Bank of Italy. However, as a result of FPAC, Globetrotter and TP Funds entering into the August 15 Agreements, no change of control (for purposes of Italian law) occurred, and accordingly the Bank of Italy’s authorization for the Transactions was no longer required. On August 26, 2020, the Bank of Italy was officially notified of the August 15 Agreements and that, since no change of control of the Company’s Italian subsidiary was expected, the filing parties did not intend to further pursue the Bank of Italy authorization procedure.

C.	Organizational Structure

Upon consummation of the Business Combination, FPAC and Global Blue Group AG became wholly owned subsidiaries of the Company. The following diagram depicts the organizational structure of the Company as of the date of the Closing. Percentages refer to voting power of the Global Blue Shares and Series A Preferred Shares held by the respective shareholders or shareholder groups. Global Blue Shares and Series A Preferred Shares have the same voting rights. Therefore, in calculating the percentages, (a) the numerator is calculated by adding the number of Global Blue Shares held by the shareholder and the number of Series A Preferred Shares held by the shareholder; and (b) the denominator is calculated by adding the aggregate number of Global Blue Shares outstanding and the aggregate number of Series A Preferred Shares outstanding. The structure chart excludes any post-Closing cashless exchange of Series A Preferred Shares for Global Blue Shares.

LOGO

(1)	Reflects Global Blue Shares and Series A Preferred Shares held by our directors, members of Executive Management, and other employees. This includes Global Blue Shares and Series A Preferred Shares held by Estera Trust (Jersey) Limited on behalf of certain managers.

(2)

Reflects Global Blue Shares and Series A Preferred Shares directly held by Globetrotter. SL Globetrotter GP, Ltd. is the general partner of Globetrotter. The sole shareholder of SL Globetrotter GP, Ltd. is Silver Lake Technology Associates III Cayman, L.P. The general partner of Silver Lake Technology Associates III Cayman, L.P. is Silver Lake (Offshore) AIV GP III, Ltd. Each of the entities identified in this footnote may be deemed to beneficially own the securities held by Globetrotter.

(3)

Reflects Global Blue Shares and Series A Preferred Shares directly held by Cayman Holdings. SL Globetrotter GP, Ltd. is the general partner of Cayman Holdings. The sole shareholder of SL Globetrotter GP, Ltd. is Silver Lake Technology Associates III Cayman, L.P. The general partner of Silver Lake Technology Associates III Cayman, L.P. is Silver Lake (Offshore) AIV GP III, Ltd.

(4)	Third Point holds its interests in the Company through Global Blue Shares held by two affiliates, Cloudbreak Aggregator LP and Third Point Ventures LLC.

(5)

The significant subsidiaries of the Company are listed below.


Name	Country of Incorporation and Place of Business Address		Nature of Business	Proportion of Ordinary Shares Held by the Group
Currency Select Pty Limited	Sydney	Australia	Currency Choice		100.00	%
Global Blue Acquisition B.V.	Amsterdam	Netherlands	Finance Company		100.00	%
Global Blue Currency Choice Singapore Pte Ltd	Singapore	Singapore	Currency Choice		100.00	%
Global Blue Deutschland GmbH	Düsseldorf	Germany	Tax-Free Shopping		100.00	%
Global Blue España SA	Madrid	Spain	Tax-Free Shopping		100.00	%
Global Blue Finance S.á r.l.	Luxembourg	Luxembourg	Holding Unit		100.00	%
Global Blue France	Paris	France	Tax-Free Shopping		100.00	%
Global Blue Group AG	Eysins	Switzerland	Holding Unit		100.00	%
Global Blue Holding B.V.	Amsterdam	Netherlands	Holding Unit		100.00	%
Global Blue Holding Limited	George Town	Cayman Islands	Holding Unit		100.00	%
Global Blue Holland BV	Amsterdam	Netherlands	Tax-Free Shopping		100.00	%
Global Blue Investment & Co S.C.A.	Luxembourg	Luxembourg	Holding Unit		100.00	%
Global Blue Italia S.r.l.	Milan	Italy	Tax-Free Shopping		100.00	%
Global Blue Management & Co S.C.A.	Luxembourg	Luxembourg	Holding Unit		100.00	%
Global Blue Midco S.á r.l.	Luxembourg	Luxembourg	Holding Unit		100.00	%
Global Blue SA	Eysins	Switzerland	Head Office Company		100.00	%
Global Blue Service AB	Stockholm	Sweden	Service Provider		100.00	%
Global Blue Service Company Austria GmbH	Vienna	Austria	Service Provider		100.00	%
Global Blue Singapore Pte Ltd	Singapore	Singapore	Tax-Free Shopping		100.00	%
Global Blue TFS Japan Co., Ltd.	Tokyo	Japan	Tax-Free Shopping		50.93	%
Global Blue (UK) Ltd	London	United Kingdom	Tax-Free Shopping		100.00	%
Global Blue US Holdco LLC	Wilmington	United States	Holding Unit		100.00	%

D.	Property, Plants and Equipment

None / Not applicable.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None / Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The discussion and analysis of the financial condition and results of operation of Global Blue is included in the Form F-4 in the section entitled “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” which information is incorporated herein by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Executive Officers

The directors and members of Executive Management upon the consummation of the Business Combination are set forth in the Form F-4, in the section entitled “Management of New Global Blue Following the Business Combination,” which is incorporated herein by reference.

B.	Compensation

Information pertaining to the compensation of the directors and members of Executive Management of Global Blue is set forth in the Form F-4, in the sections entitled “Management of New Global Blue Following the Business Combination—New Global Blue Executive Officer and Director Compensation Following the Business Combination” and “Information Related to Global Blue—Global Blue Directors and Senior Management—Compensation of the Board and Executive Management—Historic remuneration and other awards” and “Information Related to Global Blue—Global Blue Directors and Senior Management—Incentive Plans,” which are incorporated herein by reference.

C.	Board Practices

Information pertaining to the Company’s board practices is set forth in the Form F-4, in the section entitled “Management of New Global Blue Following the Business Combination,” which is incorporated herein by reference, with the exception of “Management of New Global Blue Following the Business Combination—Organization Regulation,” which is not incorporated herein by reference.

Organizational Regulation

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

D.	Employees

Information pertaining to Global Blue’s employees is set forth in the Form F-4, in the section entitled “Information Related to Global Blue—Other Information about Global Blue—Employees,” which is incorporated herein by reference.

E.	Share Ownership

Ownership of the Company’s shares by its directors and members of Executive Management upon consummation of the Business Combination is set forth in Item 7.A of this Report.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

The following table sets forth information regarding the beneficial ownership of Global Blue Shares as of August 28, 2020 upon the consummation of the Business Combination by:

•

each person known by us to be the beneficial owner of more than 5% of Global Blue Shares;

•

each of our directors and members of Executive Management; and

•

all our directors and members of Executive Management as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, and includes shares underlying warrants and Series A Preferred Shares, as applicable, that are currently exercisable or convertible or exercisable or convertible within 60 days.

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

Beneficial Owners

Number of
Global Blue
Shares

Number of
Series A
Preferred
Shares

Percentage of Global Blue
Shares (assuming conversion of
all Series A Preferred Shares
held by such beneficial owner
into Global Blue Shares)⁽¹⁾

Directors and Executive Management

Marcel Erni

—

Thomas Farley

3,723,363

—

2.2

Christian Lucas

—

Eric Meurice

—

Joseph Osnoss

—

Eric Strutz

—

Angel Ying Zhao

—

Jorge Casal

Damian Cecchi

Laurent Delmas

Fabio Ferreira

Greg Gelhaus

Jeremy Henderson-Ross

Lolc Jenouvrier

Tomas Mostany

Pier Francesco Nervini

Jacques Stern

Jeremy Taylor

All directors and members of Executive Management as a group (18 persons)

6,567,470

552,687

4.2

Other 5% Shareholders

SL Globetrotter, L.P.⁽²⁾

100,428,266

⁽³⁾

16,107,708

61.2

Global Blue Holding L.P.⁽⁴⁾

38,666,456

⁽⁵⁾

6,646,193

25.6

Antfin (Hong Kong) Holding Limited⁽⁶⁾

12,500,000

—

7.4

Third Point⁽⁷⁾

10,421,052

—

6.2

*	Less than 1%.

(1)

In calculating the percentages, (a) the numerator is calculated by adding the number of Global Blue Shares held by such beneficial owners, the number of Global Blue Shares issuable upon the exercise of Global Blue Warrants held by such beneficial owner (if any) and the number of Global Blue Shares held upon the conversion of all Series A Preferred Shares held by such beneficial owner (if any); and (b) the denominator is calculated by adding the aggregate number of Global Blue Shares outstanding, the number of Global Blue Shares issuable upon the exercise of Global Blue Warrants held by such beneficial owner, if any (but not the number of Global Blue Shares issuable upon the exercise of Global Blue Warrants held by any other beneficial owner), and the number of Global Blue Shares held upon the conversion of all Series A Preferred Shares held by such beneficial owner, if any (but not the number of Global Blue Shares held upon the conversion of Series A Preferred Shares held by any other beneficial owner). The conversion ratio of Series A Preferred Shares to Global Blue Shares is one-to-one, subject to any adjustments pursuant to the Conversion Agreement. This table excludes any post-Closing cashless exchange of Series A Preferred Shares for Global Blue Shares.

(2)

Reflects securities directly held by Globetrotter. SL Globetrotter GP, Ltd. is the general partner of Globetrotter. The sole shareholder of SL Globetrotter GP, Ltd. is Silver Lake Technology Associates III Cayman, L.P. The general partner of Silver Lake Technology Associates III Cayman, L.P. is Silver Lake (Offshore) AIV GP III, Ltd. Each of the entities identified in this footnote may be deemed to beneficially own the securities held by Globetrotter. The business address of each of the entities listed above is c/o Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025.

(3)	The 100,428,266 Global Blue Shares shown in the table consist of (a) 93,879,851 Global Blue Shares and (b) 6,548,415 Global Blue Warrants exercisable for the issuance of 6,548,415 Global Blue Shares.

(4)

Reflects securities directly held by Cayman Holdings. SL Globetrotter GP, Ltd. is the general partner of Cayman Holdings. The sole shareholder of SL Globetrotter GP, Ltd. is Silver Lake Technology Associates III Cayman, L.P. The general partner of Silver Lake Technology Associates III Cayman, L.P. is Silver Lake (Offshore) AIV GP III, Ltd. The business address of Cayman Holdings is c/o Silver Lake, 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025.

(5)	The 38,666,456 Global Blue Shares shown in the table consist of (a) 35,964,521 Global Blue Shares and (b) 2,701,935 Global Blue Warrants exercisable for the issuance of 2,701,935 Global Blue Shares.

(6)

Represents the Global Blue Shares acquired by Ant Group pursuant to the share purchase and contribution agreement dated January 15, 2020 by and amongst Ant Group, the Company, Globetrotter and Cayman Holdings. Ant Group is a wholly-owned indirect subsidiary of Ant Small and Micro Financial Services Group Co., Ltd. (“Ant Small and Micro Financial”). Ant Small and Micro Financial may therefore be deemed to be the indirect beneficial owner of the Global Blue Shares held by Ant Group. The business address for Ant Group is 26/F., Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. The business address for Ant Small and Micro Financial is Z Space, No. 556 Xixi Road, Hangzhou, China.

(7)	Third Point holds its interests in the Company through Global Blue Shares held by two affiliates, Cloudbreak Aggregator LP and Third Point Ventures LLC. The business address of Cloudbreak Aggregator LP and Third Point Ventures LLC is c/o Third Point LLC, 55 Hudson Yards, New York, NY 10001.

B.	Related Party Transactions

Information pertaining to Global Blue’s related party transactions is set forth in the Form F-4, in the section entitled “Certain Relationships and Related Person Transactions—Certain Relationships and Related Person Transactions – Global Blue,” which is incorporated herein by reference.

C.	Interests of Experts and Counsel

An investment vehicle comprised of certain partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns interests representing less than 1% of the capital commitments of certain investment funds affiliated with Silver Lake.

ITEM 8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

Financial Statements of FPAC

The financial statements of FPAC as of March 31, 2020, December 31, 2019 and December 31, 2018 and for the three months ended March 31, 2020 and March 31, 2019, the year ended December 31, 2019 and the period from February 23, 2018 (inception) through December 31, 2018 are included in the Form F-4, and are incorporated herein by reference. The financial statements of FPAC as of June 30, 2020 and for the six months ended June 30, 2020 and June 30, 2019 and the three months ended June 30, 2020 and June 30, 2019 are included in the FPAC 10-Q, and are incorporated herein by reference.

See also Item 3.A. for selected financial information regarding FPAC.

Financial Statements of Global Blue

The financial statements of Global Blue as of March 31, 2020, 2019 and 2018 and for each of the three years in the period ended March 31, 2020 are included in the Company’s proxy statement/prospectus filed pursuant to Rule 424(b)(3) on August 3, 2020 (the “August 3 Prospectus”), and are incorporated herein by reference.

See also Item 3.A. for selected financial information regarding Global Blue, as well as Item 5 regarding Global Blue’s discussion and analysis of the financial condition and results of operation.

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

The following unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the financial aspects of the Business Combination. The following has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined statement of financial position as of March 31, 2020 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma condensed combined income statement for the twelve months ended March 31, 2020 gives pro forma effect to the Business Combination as if it had occurred as of April 1, 2019. This information should be read in conjunction with FPAC and Global Blue Group AG’s respective audited and unaudited financial statements and related notes included in the August 3 Prospectus, which are incorporated by reference into this Report. See also Item 3.A. for selected financial information regarding FPAC and Global Blue.

The unaudited pro forma condensed combined statement of financial position as of March 31, 2020 has been prepared using the following:

•

Global Blue’s restated audited historical consolidated statement of financial position as of March 31, 2020, as included in the August 3 Prospectus, which is incorporated by reference into this Report; and

•

FPAC’s unaudited historical condensed balance sheet as of March 31, 2020, as included in the August 3 Prospectus, which is incorporated by reference into this Report.

The unaudited pro forma condensed combined income statement for the twelve months ended March 31, 2020 has been prepared using the following:

•

Global Blue’s restated audited historical consolidated income statement for the twelve months ended March 31, 2020, as included in the August 3 Prospectus, which is incorporated by reference into this Report;

•

FPAC’s unaudited historical condensed statement of operations for the three months ended March 31, 2020, as included in the August 3 Prospectus, which is incorporated by reference into this Report;

•

FPAC’s audited historical statement of operations for the twelve months ended December 31, 2019, as included in the August 3 Prospectus, which is incorporated by reference into this Report; and

•

FPAC’s unaudited historical condensed statement of operations for the three months ended March 31, 2019, as included in the August 3 Prospectus, which is incorporated by reference into this Report.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the Company’s actual financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the Company. The unaudited pro forma adjustments are based on information currently available. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the unaudited pro forma condensed combined financial information. Management of Global Blue and FPAC have made significant estimates and assumptions in the determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. As a result, this unaudited pro forma condensed combined financial information should be read in conjunction with the financial information incorporated by reference into this Report.

Description of the Transaction

For a description of the Transaction and details of the Business Combination, see “Explanatory Note.”

Anticipated Accounting Treatment

The transaction will first be accounted for as a capital reorganization whereby the Company is the successor to its predecessor Global Blue Group AG. As a result of the first step described above, the existing shareholders of Global Blue Group AG will continue to retain control through their majority ownership of the Company. The capital reorganization will be immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2 (Share-based Payment). The shares issued by the Company are recognized at fair value and recorded as consideration for the acquisition of the public shell company, FPAC. Under this method of accounting, there is no acquisition accounting and no recognition of goodwill, as a result of FPAC not being recognized as a business as defined by IFRS 3 (Business Combination) given it consists predominantly of cash in the Trust Account. In addition, the following factors were also taken into consideration: (i) the business of Global Blue Group AG comprises the ongoing operations of the Company; (ii) Global Blue Group AG’s senior management comprise the senior management of the Company; (iii) the pre-Business Combination shareholders of Global Blue Group AG have the largest ownership of the Company and the right to appoint the highest number of board members relative to other shareholders; and (iv) the headquarters of the Company is that of Global Blue Group AG.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are directly attributable to the Business Combination, factually supportable and, with regards to the unaudited pro forma condensed combined income statement, are expected to have a continuing impact on the results of the Company.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only. The financial results may have been different had the companies always been combined for the historical periods presented here. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of future financial position and results that the Company will experience. Global Blue Group AG and FPAC have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Set forth below is the unaudited pro forma condensed combined statement of financial position as of March 31, 2020 and the unaudited pro forma condensed combined income statement for the twelve months ended March 31, 2020, based on the historical financial statements of FPAC and Global Blue Group AG (as adjusted below).

PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION AS OF

MARCH 31, 2020

(UNAUDITED)

(in EUR thousands unless otherwise denoted)


	Global Blue Group AG (Historical)			FPAC (Historical)				IFRS Conversion and Presentation Alignment						Pro Forma Adjustments						Pro Forma Combined
				US GAAP							FN						FN
				USD		EUR(1)
ASSETS
Non-Current Assets
Property, plant and equipment		51,355																			51,355
Intangible assets		631,002																			631,002
Deferred income tax asset		12,349																			12,349
Investments in associates and joint ventures		2,895																			2,895
Other non-current receivables		15,170							23			(2	)								15,193
Investments held in trust account					651,907		593,235		—						(401,342	)		(8	)
															(191,893	)		(10	)		—
Other non-current assets					26		23		(23	)		(2	)								—

Total non-current assets		712,771			651,932		593,258		—						(593,235	)					712,795
Current Assets
Trade receivables		141,306																			141,306
Other current receivables		33,760																			33,760
Derivative financial instruments		742																			742
Income tax receivables		1,573																			1,573
Prepaid expenses		7,919							119			(2	)								8,038
Prepaid expenses and other current assets					131		119		(119	)		(2	)								—
Cash and cash equivalents		226,139			710		646		—						13,650			(7	)
															191,893			(10	)
															(180,543	)		(11	)
															(51,525	)		(14	)
															(1,895	)		(15	)
															(5,405	)		(15	)		192,960

Total current assets		411,439			841		766		—						(33,825	)					378,379

Total assets		1,124,210			652,774		594,024		—						(627,060	)					1,091,174


EQUITY AND LIABILITIES
Shareholders’ Equity
Global Blue Group AG
Ordinary shares		341							1			(2	)		(341	)		(6	)
									0			(2	)		(1	)		(9	)
															(0	)		(9	)		—
Share premium		391,856													(391,856	)		(6	)		—
Accumulated losses		(317,195	)						4,548			(2	)		317,195			(4	)
															(4,548	)		(4	)		—
Other reserves		(11,881	)												11,881			(4	)		—
FPAC
Class A common stock					0		0		(0	)		(2	)								—
Class B common stock					2		1		(1	)		(2	)								—
Additional paid-in capital					—		—		—												—
Retained earnings					4,998		4,548		(4,548	)		(2	)								—


Global Blue
Ordinary shares								5		(5	)
								1,266		(6	)
								14		(7	)
								198		(9	)
								(224	)	(13	)
								102		(12	)	1,361
Share premium								4,548		(4	)
								4,886		(5	)
								391,856		(6	)
								(925	)	(6	)
								13,636		(7	)
								160,820		(9	)
								(215,610	)	(13	)
								142,455		(12	)
								(180,543	)	(11	)	321,124
Other reserves								(11,881	)	(4	)	(11,881	)
Accumulated losses								(317,195	)	(4	)
								(142,557	)	(12	)
								13,236		(14	)
								(48,025	)	(14	)
								(4,627	)	(14	)
								(5,405	)	(15	)	(504,573	)
Series A preferred shares								215,834		(13	)	215,834

Equity attributable to owners of the parent	63,121	5,000	4,550	—				(45,806	)			21,865
Non-controlling interests	8,376							—				8,376

Total shareholders’ equity	71,497	5,000	4,550	—				(45,806	)			30,241
Commitments and Contingencies
Class A common stock subject to possible redemption		617,977	562,359	(562,359	)	(3	)	—				—

Total commitments and contingencies		617,977	562,359	(562,359	)			—				—
Liabilities
Non convertible equity certificates	4,891							(4,891	)	(5	)	—
Loans and borrowings	624,595			562,359		(3	)	(401,342	)	(8	)
								(161,017	)	(9	)
								(624,595	)	(15	)
								622,700		(15	)	622,700
Derivative financial instruments	—							—				—
Other long term liabilities	29,753			18,871		(2	)	(16,736	)	(14	)	31,888
Deferred income tax liabilities	34,564							—				34,564
Post-employment benefits	7,962							—				7,962
Provisions for other liabilities and charges	2,235							—				2,235
Deferred underwriting commissions		20,738	18,871	(18,871	)	(2	)	—				—

Total non-current Liabilities	704,000	20,738	18,871	562,359				(585,881	)			699,349
Trade payables	237,319							—				237,319
Accounts payable		109	99	(99	)	(2	)	—				—
Accrued expenses		8,485	7,721	(7,721	)	(2	)	—				—
Other current liabilities	45,236			—				—				45,236
Accrued liabilities	41,833			7,820		(2	)	4,627		(14	)	54,280
Current income tax liabilities	23,244			424		(2	)	—				23,668
Income tax payable		416	378	(378	)	(2	)	—				—
Franchise tax payable		50	46	(46	)	(2	)	—				—
Loans and borrowings	1,081			—				—				1,081

Total current liabilities	348,713	9,059	8,244	—				4,627				361,584

Total liabilities	1,052,713	29,797	27,115	562,359				(581,254	)			1,060,933

Total liabilities and shareholders’ equity	1,124,210	652,774	594,024	—				(627,060	)			1,091,174

Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Financial Position

The adjustments included in the unaudited condensed combined statement of financial position as of March 31, 2020 are as follows:

Reclassification / Alignment

(1)

The historical financial information of FPAC was prepared in accordance with U.S. GAAP and presented in USD. The historical financial information was translated from USD to EUR using the historical closing exchange rate, as of March 31, 2020, of $1.099 per Euro.

(2)

Reflects the reclassification adjustments to align FPAC’s historical financial statement balances with the presentation of Global Blue Group AG’s financial statements.

(3)

Reflects the U.S. GAAP to IFRS conversion adjustment related to the reclassification of FPAC’s historical mezzanine equity (Class A common stock subject to possible redemption) into Non-current Liabilities (Loans and Borrowings).

Consolidation at the Company, Share Issuances, Consideration Transferred

(4)

Pursuant to the Business Combination, Global Blue Group AG was contributed to Global Blue. The financial statements going forward will be consolidated at the Global Blue level. As a result, the adjustments reflect the reclassification of certain equity balances: (a) reclassification of Global Blue Group AG Accumulated Losses to Global Blue Accumulated Losses, (b) reclassification of Global Blue Group AG Other Reserves to Global Blue Other Reserves and (c) FPAC Retained Earnings to Global Blue Share Premium.

(5)

Following the Management Roll-up, the non-convertible equity certificates were exchanged for Global Blue Shares, resulting in the (i) elimination of the relevant liability and (ii) the issuance of new shares, accounted for through the increase of Global Blue Shares (at the nominal share value of CHF 0.01 per share) and the remainder in Global Blue Share Premium.

(6)

In conjunction with items (4) and (5) above, this reflects the contribution of Global Blue Group AG to the Company, effected through: (a) the issuance of shares to Global Blue Group AG shareholders, post Management Roll-up and post investments by the Strategic Secondary PIPE Investor, captured in Global Blue Shares (at the nominal share value of CHF 0.01 per share), (b) the reclassification of Global Blue Group AG Share Premium into Global Blue Share Premium, and (c) the reduction in Global Blue Share Premium equal to the resulting Global Blue Shares (pursuant to (a)) less Global Blue Group AG Ordinary Shares.

(7)

Reflects the cash received through the primary issuance of 1.5 million Global Blue Shares to the Primary PIPE Investor pursuant to their investment for $10.00 / €9.10 per share. A corresponding increase in Global Blue Shares (at the nominal share value of CHF 0.01 per share), is reflected, with the remainder captured in Global Blue Share Premium.

(8)

This step reflects the reduction in Investments Held in Trust Account and of FPAC Class A Common Stock subject to redemption from non-current loans and borrowings, resulting from (i) the redemption of 48,708,994 FPAC Class A Common Stock at a redemption price per share, as calculated on March 31, 2020, of $10.31 / €9.38, equating to a $502.0 million / €456.9 million, which was partially offset by the investment of $61.0 million / €55.5 million by the Backstop Provider, pursuant to the Forward Purchase Agreement and the August 15 Agreements, for the acquisition of 6,421,052 FPAC Class A Common Stock at a price of $9.50 / €8.65 per share. The redemption price per share utilized in the above computation is derived from $651.9 million / €592.2 million in the Trust Account per the unaudited pro forma condensed combined statement of financial position as of March 31, 2020 divided by 63,250,000 FPAC Public Shares.

(9)

Post redemption, this reflects the reclassification of remaining FPAC Class A Common Stock from non-current loans and borrowings and of FPAC Class A Common Stock into Global Blue Shares at the nominal share value of CHF 0.01 per share and Global Blue Share Premium.

(10)

Reflects the release of cash held in the Trust Account, post Item (8), that has become available in connection with the Business Combination and, as a result, is classified as Cash and Cash Equivalents.

(11)

Reflects the Cash Consideration paid to pre-Business Combination shareholders (Seller Parties), alongside a corresponding reduction in Cash and Cash Equivalents and Global Blue Share Premium. Under the terms of the Merger Agreement, this amount is contingent upon, amongst other items, the amount of funds from the Trust Account that have been used to pay redeeming FPAC stockholders. Cash Consideration herein excludes the effects of the investments by the Strategic Secondary PIPE Investor, which generates an incremental $125.0 million / €113.8 million payable to the Seller Parties.

(12)

The Business Combination is accounted for under IFRS 2. The difference in the fair value of equity instruments held by FPAC stockholders, including the Public Warrants and Private Placement Warrants, over the fair value of identifiable net assets of FPAC represents a service for listing of Global Blue Shares and is accounted for as a share-based payment in accordance with IFRS 2. The cost of the service, which is a non-cash expense, is preliminarily estimated to be €139 million (which also includes the estimated value of the out-of-the-money instruments: 21,083,333 Public Warrants, and 9,766,667 Private Placement Warrants based on a market price of $0.78 per warrant as of Closing on August 28, 2020) and would be accounted for as an increase to Global Blue Accumulated Losses. In addition, the Global Blue Shares increased as a result of the shares issued to the Founder (at the nominal share value of CHF 0.01 per share), with the remainder reflected as an increase in Global Blue Share Premium, alongside a reduction in the FPAC Class B Common Stock.

(13)

As a result of the reduction in Trust Account, the Seller Parties have ended up with a larger number of Global Blue Shares, and 23,717,989 Series A Preferred Shares which may be converted into Global Blue Shares, under certain circumstances, on a 1-for-1 basis. The adjustment reflects the recognition of the Preferred Shares, with a corresponding reduction in Share Premium and Ordinary Shares. See the section entitled “Description of New Global Blue Securities—Series A Preferred Shares” of Form F-4, which is incorporated by reference into this Report.

Fees and Refinancing

(14)

Reflects transaction cost adjustments incurred by FPAC and Global Blue including, but not limited to, advisory fees, legal fees, FPAC’s deferred underwriters’ commissions (on a reduced basis, as detailed below), and registration fees, which are accounted (assuming that the fees have not already been accrued prior to March 31, 2020 for FPAC and March 31, 2020 for Global Blue) for either as (i) an increase of Accrued Liabilities with a corresponding reduction in Accumulated Losses, to the extent not paid upon the consummation of the Business Combination, or (ii) a reduction in Cash and Cash Equivalents and a corresponding reduction in Accumulated Losses, to the extent paid upon the consummation of the Business Combination. The parties agreed to reduce FPAC’s deferred underwriters’ commissions (relative to the balance as at March 31, 2020), which was reflected through a reduction in Accrued Liabilities and a decrease in Accumulated Losses.

(15)

Global Blue refinanced the Existing Facilities in connection with the Business Combination, using a drawdown from the New Facilities. The following table illustrates the impact:


Line Item	Historical			Refinancing			Impact
	(EUR thousands)
Term Loan (Principal Value)		630,000			630,000			—
Capitalized Debt Issuance Cost		(5,405	)		(7,300	)		(1,895	)
Loans and Borrowings		624,595			622,700			(1,895	)

The Refinancing results in a reduction in the Loans and Borrowings balance due to the increase in capitalized debt issuance costs and a corresponding IFRS 9 impact recognized in Global Blue Accumulated Losses. In connection with the refinancing of the existing Global Blue debt with a new third party, an IFRS 9 extinguishment expense of €5.4 million is reflected as a reduction in Cash and Cash Equivalents and a corresponding increase in Global Blue Accumulated Losses. The remaining €1.9 million pro forma adjustment relates to the difference in carrying value of the debt on the historical books as compared to the carrying value of the refinanced debt obligation and is reflected as a reduction in Cash and Cash Equivalents and a corresponding reduction in Loans and Borrowings.

PRO FORMA CONDENSED COMBINED INCOME

STATEMENT FOR THE TWELVE MONTHS ENDED

MARCH 31, 2020 (UNAUDITED)

(in EUR thousands unless otherwise denoted)


	Global Blue (Historical)					FPAC (Historical)						IFRS Conversion and Presentation Alignment						Pro Forma Adjustments						Pro Forma Combined
						US GAAP									FN						FN
						USD			EUR(A)
Total revenue		420,400					—			—			—						—						420,400
Operating expenses		(379,201	)							—			(7,684	)		(B	)		9,853			(C	)
																						(D	)
																			—			(J	)
																			—			(H	)		(377,032	)
General and administrative costs		—					(8,338	)		(7,504	)		7,504			(B	)		—						—
Franchise tax expense		—					(200	)		(180	)		180			(B	)		—						—

Operating expenses		(379,201	)				(8,538	)		(7,683	)		(0	)					9,853						(377,032	)

Operating Profit		41,199					(8,538	)		(7,683	)		(0	)					9,853						43,368
Interest and investment income		—					13,101			11,790			(11,790	)		(B	)		—						—
Finance income		5,309								—			11,790			(B	)		(11,790	)		(C	)		5,309
Finance costs		(37,158	)							—			—						10,639			(E	)
																			170			(F	)		(26,348	)

Net finance costs		(31,849	)				13,101			11,790			—						(981	)					(21,039	)

Profit before tax		9,350					4,563			4,107			(0	)					8,872						22,328
Income tax (expense) benefit		(7,681	)				(2,714	)		(2,443	)		—						(3,485	)		(G	)		(13,609	)

Profit for the year		1,669					1,848			1,664			(0	)					5,387						8,719
Profit attributable to:
Owners of the parent		(3,532	)				1,848			1,664			—						5,387						3,518
Non-controlling interests		5,201					—			—			—						—						5,201

Profit for the year		1,669					1,848			1,664			—						5,387						8,719
Profit attributable to owners of the parent:
Common																									3,184
Series A Preferred Shares																									335

Profit attributable to owners of the parent:																									3,518
Per Share:
Basic attributable profit per share		(€0.09	)				$0.02			€0.02															€0.02		(H	)
Basic weighted average number of shares in issue (thousands)		40,000		(I	)		79,063			79,063															173,319
Diluted attributable profit per share		(€0.09	)				$0.02			€0.02															€0.02		(H	)
Diluted weighted average number of shares in issue (thousands)		40,000					79,063			79,063															191,543
Per Series A Preferred Shares:
Basic attributable profit per share																									€0.02		(L	)
Basic weighted average number of shares in issue (thousands)																									18,223		(M	)
Diluted attributable profit per share																									€0.02		(H	)
Diluted weighted average number of shares in issue (thousands)																									18,223		(M	)

Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Income Statement

The adjustments included in the unaudited pro forma condensed combined income statements for the twelve months ended March 31, 2020 are as follows:

(A)

The historical financial information of FPAC was prepared in accordance with U.S. GAAP and presented in USD. The historical financial information was translated from USD to EUR using the following average historical exchange rate of $1.111 per euro for the twelve months ended March 31, 2020.

(B)

Reflects the reclassification adjustment to align FPAC’s historical statement of operations with the presentation of Global Blue’s income statement.

(C)

Reflects the elimination of FPAC historical Interest and Investment Income and Franchise Tax Expense that would not have been earned or incurred, respectively, had the Business Combination been consummated on April 1, 2019.

(D)

Reflects the elimination of FPAC and Global Blue historical transaction costs directly related to the Business Combination, which are non-recurring. This results in a pre-tax impact of approximately €9.7 million for the twelve months ended March 31, 2020.

(E)

Reflects the reduction in Finance Costs as a result of the Refinancing of the Existing Facility with the New Facility.


P&L Line Item	Historical			Refinancing			Impact
	(Twelve Months Ended March 31, 2020, in thousands of EUR)
Term Loan Expense		(22,238	)		(12,775	)		9,463
Revolving Credit Facility Expense		(1,008	)		(577	)		430
Debt Issuance Cost		(2,206	)		(1,460	)		746

Total		(25,452	)		(14,812	)		10,639

The New Term Loan Facility and the New Revolving Credit Facility provide for a variable interest rate, equal to EURIBOR (with a zero floor) for the period plus a margin. As a result of current negative rates, the zero floor is the binding constraint, meaning a 1/8 percent increase or decrease in EURIBOR would not impact the applicable interest rate.

In addition, concurrent with the Refinancing, Global Blue incurred debt issuance costs of €7.3 million, which are capitalized and amortized over 5 years as part of Finance Costs.

In connection with the Refinancing, a one-time IFRS 9 expense is preliminarily estimated at €5.4 million. No adjustment has been made to the unaudited pro forma income statement for the twelve months ended March 31, 2020, due to the fact that the adjustment is non-recurring in nature.

(F)

As a result of the conversion of non-convertible equity certificates at the consummation of the Business Combination, the associated interest expense is eliminated.

(G)

Reflects the cumulative impact on Income Tax Expense from the above adjustments related to the Business Combination, based on the relevant statutory tax rates.

(H)

The Business Combination is accounted for under IFRS 2, as detailed in items (12) above. The IFRS 2 expense, which is a non-cash expense, is preliminarily estimated at €139 million. No adjustment has been made to the unaudited pro forma income statement for the twelve months ended March 31, 2020, due to the fact that the adjustment is non-recurring in nature.

(I)

Prior to the Business Combination, 40,000,000 ordinary shares of Global Blue Group AG were outstanding. As a result of the contribution to the Company (and giving effect to the Management Roll-Up, which included the conversion of non-convertible equity certificates and other items), the number of shares has increased.

(J)

The Operating Expenses include a Global Blue share-based payment expense of €3.6 million for the twelve months ended March 31, 2020. There are no share-based payment expenses in the FPAC historical condensed income statement. As part of the Business Combination, the Company will adopt a management incentive plan (“MIP”), to be administered by the board of directors. This will enable the Company to grant two types of awards: (a) a restricted stock award (an “RSA”) or (b) an award of share options (“Options”). Unless otherwise determined by the Company, the maximum aggregate number of Options under the MIP shall be 8,000,000 in total and the maximum aggregate value of RSAs granted under the MIP shall be €3,100,000 per fiscal year. The terms of these are subject to ongoing negotiation and are yet to be finalized and approved. Once finalized and approved, this would impact the pro forma financial information herein. However, at this time, this has not been included because the relevant contracts are still being negotiated.

(K)

FPAC has historically presented per share metrics for each of the FPAC Class A Common Stock and the FPAC Class B Common Stock, based on the earnings attributable to each class. For the twelve months ended March 31, 2020, the basic and diluted earnings per share of FPAC Class A Common Stock was $0.14 and the basic and diluted earnings per share of FPAC Class B Common Stock was ($0.47).

(L)

For purposes of calculating attributable profit per share, the two-class method is applied. The Global Blue Shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.

(M)

On July 13, 2020, representatives of Globetrotter sent FPAC’s board of directors a memorandum outlining certain changes to the Transaction terms that Globetrotter and certain other shareholders of Global Blue were committed to unilaterally effectuating in connection with the Business Combination. Pursuant to the Waiver Letter, Globetrotter (on behalf of itself and the Seller Parties) provided binding commitments, including the cashless exchange of €50 million Series A Preferred Shares into Global Blue Shares post-Closing. As a result of this, after Closing, the Series A Preferred Shares will be reduced by 5.5 million from 23.7 million to 18.2 million and the basic Global Blue Shares will be increased by 5.5 million from 167.8 million to 173.3 million.

Earnings per Share

The earnings per share amounts below represent the profit/(loss) attributable to the owners of the parent for the relevant period on a per share basis calculated using the weighted average shares in issue of the Company, including the issuance of additional Global Blue Shares in connection with the Business Combination, assuming the Global Blue Shares were outstanding since April 1, 2019. As the Business Combination, including the related proposed investments by the Primary PIPE Investor and the Strategic Secondary PIPE Investor, is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted profit/(loss) attributable to the owners of the parent for the relevant period on a per share basis assumes that the Global Blue Shares that would be outstanding, in connection with the Business Combination have been outstanding for the entire period presented. For purposes of calculating attributable profit per share, the two-class method is applied, as the Global Shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.


	Pro Forma Combined
(in € thousands, except share and per share information)
Twelve Months Ended March 31, 2020
Profit for the year attributable to the owners of the parent (€K)		3,518
Profit for the year attribute to common shares		3,184
Profit for the year attributable to Series A Preferred Shares		335
Common Shares
Basic attributable profit per share (€)	€	0.02
Diluted attributable profit per share (€)	€	0.02
Series A Preferred Shares
Basic attributable profit per share (€)	€	0.02
Diluted attributable profit per share (€)	€	0.02
Pro forma weighted average number of shares in issue⁽¹⁾⁽⁵⁾
Seller Parties⁽²⁾⁽³⁾⁽⁴⁾		140,637,216
PIPE Investors / Backstop Provider⁽⁵⁾		20,421,052
Former Founders⁽⁴⁾		4,436,321
Former FPAC Stockholders		7,824,712

Basic pro forma weighted average number of shares in issue		173,319,301
Series A Preferred Shares (as converted)⁽²⁾		18,223,484

Diluted pro forma weighted average number of shares in issue		191,542,785

(1)	The total number of shares reflect closing adjustments to the Share Consideration and the Cash Consideration under the Merger Agreement and an exchange rate of 1.1859 U.S. dollar per euro.

(2)

(3)

Includes Global Blue Shares received by Globetrotter in exchange for Globetrotter’s 6,716,294 shares of the 9,487,500 shares of FPAC Class A Common Stock purchased by Globetrotter beginning on May 17, 2020, with the remainder having been sold to the investment funds managed and/or advised by Partners Group, which have invested alongside Globetrotter in Global Blue since 2012.

(4)	Pursuant to the August 15 Agreements, 6,376,179 Global Blue shares owned by the Founder were transferred, at Closing, to the Seller Parties.

(5)	Pursuant to the August 15 Agreements, the Backstop Provider acquired 6,421,052 Shares of FPAC Class A Common Stock.

As a result of the FPAC share price of $10.69, as of Closing on August 28, 2020, the following dilutive instruments were excluded from the diluted pro forma weighted average number of shares outstanding:

•

The 21,083,333 Public Warrants, issued at time of the IPO and, as part of the Business Combination, became Global Blue Warrants, are exercisable at $11.50 / €10.47 per share;

•

The 9,766,667 Private Placement Warrants, issued at time of the IPO and, as part of the Business Combination, became Global Blue Warrants, are exercisable at $11.50 / €10.47 per share; and

•

The 468,527 shares underlying outstanding options for Global Blue Shares, issued in June 2019 in connection with the existing option plan and, as part of the Business Combination, converted, at Closing based on the prevailing exchange rate, into options for Global Blue Shares, are exercisable at $10.59 / €9.64. These options have not vested and, as such, are not accounted for as dilutive instruments, despite being in-the-money.

As part of the Business Combination, the Company will adopt a management incentive plan (“MIP”), to be administered by the board of directors. The terms of these are subject to ongoing negotiation and are yet to be finalized and approved. Once finalized and approved, this would impact the pro forma financial information herein. However, at this time, this has not been included because the relevant contracts are still being negotiated.

Comparative Per Share Data

The following table sets forth the historical comparative share information for Global Blue and FPAC on a standalone basis and the unaudited pro forma combined share information for the twelve months ended March 31, 2020, after giving effect to the Business Combination.

The following comparative per share data is only a summary and should be read together with the historical financial information of FPAC and Global Blue as well as the financial statements of FPAC and Global Blue and related notes incorporated by reference into this Report. The following comparative per share data is derived from, and should also be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes incorporated by reference into this Report.

The comparative per share data does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FPAC or Global Blue would have been had the companies been combined during the period presented. The two-class method is applied, as the Global Blue Shares and Series A Preferred Shares share equally in dividends declared or accumulated, and have equal participation rights in undistributed earnings.


	Historical						Pro Forma
	Global Blue Restated^(a)			FPAC			Combined^(b)(c)
	(in € million, except share and per share information)
Weighted average number of shares in issue
Basic Common Class A		40,000,000			63,250,000			173,319,301
Diluted Common Class A		40,000,000			63,250,000			191,542,785
Basic Common Class B		N/A			15,812,500			N/A
Diluted Common Class B		N/A			15,812,500			N/A
Basic Series A Preferred Shares		N/A			N/A			18,223,484
Diluted Series A Preferred Shares		N/A			N/A			18,223,484
Twelve Months Ended March 31, 2020
Profit for the year attributable to the owners of the parent (€M)		(3.5	)		1.7			3.5
Common shares		N/A			N/A			3.2
Series A Preferred Shares		N/A			N/A			0.3
Basic Class A attributable profit/(loss) per share (€)		(€ 0.09	)		€ 0.14			€ 0.02
Diluted Class A attributable profit/(loss) per share (€)		(€ 0.09	)		€ 0.14			€ 0.02
Basic Class B attributable profit/(loss) per share (€)		N/A			(€ 0.47	)		N/A
Diluted Class B attributable profit/(loss) per share (€)		N/A			(€ 0.47	)		N/A
Basic Series A Preferred Shares profit per share (€)		N/A			N/A			€ 0.02
Diluted Series A Preferred Shares profit per share (€)		N/A			N/A			€0.02
Equity attributable to owners of the parent (€M)		63.1			4.6			21.9
Basic Class A attributable equity per share (€)		€ 1.58			€ 0.03			€ 0.13
Diluted Class A attributable equity per share (€)		€ 1.58			€ 0.03			€ 0.11
Basic Class B attributable equity per share (€)		N/A			€ 0.03			N/A
Diluted Class B attributable equity per share (€)		N/A			€ 0.03			N/A

(a)

Prior to the Business Combination, 40,000,000 ordinary shares of Global Blue Group AG were outstanding. As a result of the contribution to the Company (and giving effect to the Management Roll-Up, which includes the conversion of non-convertible equity certificates and other items), the number of shares increased.

(b)

(c)	The total number of shares reflect closing adjustments to the Share Consideration and the Cash Consideration under the Merger Agreement and an exchange rate of 1.1859 U.S. dollar per euro.

Legal and Arbitration Proceedings, Investigations and Tax Audits

Information pertaining to Global Blue’s legal and arbitration proceedings, investigations and tax audits is set forth in the Form F-4, in the section entitled “Information Related to Global Blue—Other Information about Global Blue—Legal and Arbitration Proceedings, Investigations and Tax Audits,” which is incorporated herein by reference, with the exception of Information Related to Global Blue—Other Information about Global Blue—Legal and Arbitration Proceedings, Investigations and Tax Audits—Tax matters—Italy,” which is not incorporated herein by reference. See Item 8.B. with respect to litigation involving certain PIPE Investors.

Tax matters

Italy

The Italian tax authorities opened a tax audit in February 2016 on Global Blue Italia S.r.l. (“Global Blue Italy”): (i) in respect of corporate income tax and regional tax covering the financial years ended March 31, 2014 and 2015; and (ii) in respect of VAT and withholding tax for the calendar years 2013 and 2014. On July 19, 2016, the Italian tax authorities issued the final tax audit report. The report challenged Global Blue’s transfer pricing in respect of the Global Blue’s tax model and certain intercompany charges and asserted that withholding tax should have been paid in respect of certain license fees and interest payments. Based thereon, the Italian tax authorities issued an additional tax assessment in an amount of €7.7 million. Global Blue has challenged the findings and filed an objection letter with the Italian tax authorities in order to defend its tax positions. Global Blue Italy started a formal settlement procedure in 2018. A final settlement with the Italian tax authorities was reached and paid in April 2019 for an amount of €3.6 million covering the findings on license fees and intercompany interest rate for the financial years ended March 31, 2014 and 2015 and withholding tax on license fees for the calendar years 2013 and 2014.

As of March 31, 2020, Global Blue’s income tax payable, as booked in its accounts, was €13.6 million, covering all findings of the Italian tax authorities, potential settlements pertaining to such findings and additional accrued income tax payable of €0.6 million during the financial year ended March 31, 2020 related to ongoing settlement discussions. Subsequently, Global Blue reached another final settlement with the Italian tax authorities for an amount of €10.9 million. This settlement covers the findings on withholding tax on interests for the calendar years 2013 to 2017 and license fees and intercompany interest rate for the financial years ended March 31, 2016 and 2017, as well as withholding tax on license fees for calendar years 2015 to 2017. The amount of €10.9 million is payable in 16 quarterly instalments with a first payment made on August 3, 2020, upon which date the settlement with the Italian tax authorities became legally binding. Discussions with the Italian tax authorities are ongoing with respect to their finding on withholding tax on interests and license fees for the calendar year 2018.

Global Blue Italy received two notices of assessment from the tax authorities of the city of Milan with respect to Global Blue Italy’s treatment of certain merchant invoices issued in 2013 and 2014. Global Blue Italy received these notices in January and December 2019, respectively. Each notice of assessment imposes a penalty of €1.1 million, which represents the total amount of VAT with respect to the invoices issued for the corresponding year. Global Blue Italy filed a defensive deduction procedure with respect to the 2013 notice and plans to file a defensive deduction procedure with respect to the 2014 notice in due course. Global Blue has not deemed it necessary to book a provision with respect to either of the amounts described as of March 31, 2020.

Dividend Policy

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

B.	Significant Changes

Recent Development Regarding Certain PIPE Investors

As described under section “Business Combination—Related Agreements—PIPE Subscription Agreements” of Item 10.C., the Company, FPAC and the Primary PIPE Investors entered into share subscription agreements pursuant to and on the terms and subject to the conditions of which the Primary PIPE Investors committed to subscribe for and purchase, concurrently with the Closing, in the aggregate, 12,500,000 Global Blue Shares for $10.00 per share or an aggregate purchase price of $125 million.

Primary PIPE Investors who had committed to subscribe for in aggregate $110 million did not consummate their subscriptions, alleging the failure of certain closing conditions in their share subscription agreements to be satisfied. The Company and Globetrotter have commenced litigation with each of such Primary PIPE Investors for breach of contract. The litigation with each of such Primary PIPE Investors is in its early stages, and the outcome of the Company’s and Globetrotter’s claims cannot be predicted.

As a result of Globetrotter’s waiver of the funding of these Primary PIPE Investors’ commitments as a closing condition under the Merger Agreement, the Seller Parties received additional Global Blue Shares at Closing as Share Consideration in lieu of Cash Consideration in the aggregate amount of $110 million, computed at $10.00 per share.

ITEM 9. THE OFFER AND LISTING

A.	Offer and Listing Details

Global Blue Shares and Global Blue Warrants are listed on the NYSE under the symbols GB and GB.WS, respectively. Holders of Global Blue Shares and Global Blue Warrants should obtain current market quotations for their securities.

B.	Plan of Distribution

Not applicable.

C.	Markets

Global Blue Shares and Global Blue Warrants are listed on the NYSE under the symbols “GB” and “GB.WS,” respectively.

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.	Share Capital

As of August 31, 2020, subsequent to the closing of the Business Combination, there were 167,824,796 Global Blue Shares outstanding and 23,717,989 Series A Preferred Shares issued. There were also 30,850,000 Global Blue Warrants outstanding, each exercisable at $11.50 / €10.47 per share, of which 21,083,333 were former Public Warrants and 9,766,667 were former Private Placement Warrants.

B.	Memorandum and Articles of Association

The articles of association of the Company dated as of August 28, 2020 were included in the Form 6-K Report of Foreign Private Issuer filed with the SEC on August 31, 2020 (the “GB Form 6-K”), and are incorporated herein by reference.

The description of the articles of association of the Company contained in the Form F-4 in the section entitled “Description of New Global Blue Securities” is incorporated herein by reference, with the following exceptions, which are not incorporated herein by reference: “Description of New Global Blue Securities—Capital Structure of New Global Blue—Issued Share Capital,” “Description of New Global Blue Securities—Capital Structure of New Global Blue—Authorized Share Capital,” “Description of New Global Blue Securities—Capital Structure of New Global

Blue—Conditional Share Capital” and Description of New Global Blue Securities—Preemptive Rights and Advance Subscription Rights—Authorized Share Capital.”

Capital Structure of the Company

Issued Share Capital

The share capital of the Company is CHF 1,915,427.85 and is divided into 167,824,796 registered common shares with a nominal value of CHF 0.01 each and 23,717,989 registered series A convertible preferred shares with a nominal value of CHF 0.01 each. The share capital is fully paid up.

Increase of Share Capital

Under Swiss law, the Company may increase its share capital and issue new shares through an ordinary capital increase, an authorized capital increase or a conditional capital increase. In each case, the issue price for each share may not be less than the nominal value of the newly issued share. An ordinary capital increase is approved at a general meeting of shareholders. The required vote is generally the approval of simple majority of the votes cast at the general meeting of shareholders. At least two thirds of the represented share votes and the absolute majority of the represented nominal value of the shares present in person or represented by proxy is required for capital increases against the Company’s equity, against contributions in kind, or for the purposes of acquiring assets or the granting of special benefits, or for capital increases where the preemptive/subscription rights of shareholders are limited or excluded. The amount by which the capital can be increased in an ordinary capital increase is unlimited, provided that sufficient contributions are made to cover the capital increase. An ordinary capital increase that has been approved by the shareholders must be executed within three months of shareholder approval. In an ordinary capital increase, holders of Global Blue Shares as well as Series A Preferred Shares have preemptive rights to obtain newly issued shares in an amount proportional to the nominal value of the shares they already hold, unless such rights are excluded in accordance with Swiss law. For further details on these circumstances, see “—Preemptive Rights and Advance Subscription Rights.”

The shareholders can further authorize the board of directors by way of an amendment of the articles of association to increase the share capital in an amount not to exceed 50% of the share capital registered in the commercial register for a period of two years without further shareholder approval. To create authorized capital, a resolution of the general meeting of shareholders passed by a supermajority of at least two thirds of the represented share votes and the absolute majority of the represented nominal value of the shares present in person or represented by proxy is required. Additional information regarding authorized share capital increases is set forth below under “—Authorized Share Capital.”

Under Swiss law, conditional share capital is used to issue new shares in the context of employee benefit and incentive plans, debt instruments with conversion rights or warrants granted to shareholders. To create conditional capital, a resolution of the general meeting of shareholders passed by a supermajority of at least two thirds of the represented share votes and the absolute majority of the represented nominal value of the shares present in person or represented by proxy is required. The requirements for a conditional capital increase are set forth below under “—Conditional Share Capital.”

Authorized Share Capital

The Company’s articles of association authorize the board of directors to increase the share capital of the Company and issue new Global Blue Shares, without further shareholder approval, at any time until August 27, 2022 in an amount not exceeding CHF 950,000 through the issuance of up to 95,000,000 fully paid-in Global Blue Shares. After the expiration of the initial two-year period, the authorized share capital will be available to the board of directors for the issuance of additional shares only if the shareholders re-approve the authorization. Such authorization is limited to two years in each case under Swiss law as currently in force.

The board of directors will determine the time of issuance, the issue price, the manner in which the new shares will be paid for, the date from which the new shares carry the right to dividends and, subject to the provisions

of the Company’s articles of association, the expiry or allocation of preemptive rights not exercised. The board of directors may allow preemptive rights that are not exercised to expire, or it may sell such rights or shares, the preemptive rights of which have not been exercised, at market conditions or use them otherwise in the interest of the Company.

In an authorized capital increase, holders of Global Blue Shares as well as Series A Preferred Shares would have preemptive rights to obtain newly issued shares in an amount proportional to the nominal value of the shares they already hold. However, the board of directors may exclude or restrict these preemptive rights in certain circumstances as set forth in the Company’s articles of association. For further details on these circumstances, see “—Preemptive Rights and Advance Subscription Rights.”

Conditional Share Capital

The Company’s articles of association authorize the increase of the share capital of the Company:

•

by issuing up to 19,000,000 Global Blue Shares, upon the exercise of options or in connection with other rights regarding shares (including restricted stock units (“RSUs”) or performance stock units (“PSUs”)) granted to officers and employees or directors at all levels of the group as resolved by the board of directors (“Conditional Capital for Employee or Director Participation”);

•

by issuing up to 19,000,000 Global Blue Shares by means of the exercise of conversion rights or options in relation with convertible debt instruments, bonds, loans and similar forms of financing of the Company or of a subsidiary company (“Conditional Capital for Convertible Debt”); or

•

by issuing up to 19,000,000 in connection with the exercise of shareholder warrants that have been issued in connection with the listing of the Company to former holders of the Private Placement Warrants of FPAC (“Conditional Capital for Existing Shareholder Warrants,” and collectively with Conditional Capital for Employee or Director Participation and Conditional Capital for Convertible Debt, “Conditional Capital”).

Unless determined otherwise, Swiss law grants shareholders advance subscription rights to acquire the instruments that are issued in connection with Conditional Capital in an amount proportional to the nominal value of the shares they hold. However, the advance subscription rights and preemptive rights of shareholders are excluded with respect to Conditional Capital for Employee or Director Participation or Conditional Capital for Existing Shareholder Warrants. In relation to Conditional Capital for Convertible Debt, the board of directors is authorized to exclude or restrict the advance subscription rights of shareholders in certain circumstances. See “—Preemptive Rights and Advance Subscription Rights.”

The terms of the instruments relating to Conditional Capital are determined as follows:

•

In connection with Conditional Capital for Employee or Director Participation, the board of directors determines the conditions for the allocation and exercise of the options and other rights regarding shares from article 4a of the Company’s articles of association concerning “Conditional Capital – Employee or Director Participation”; the shares may be issued at a price below the market price.

•

In connection with Conditional Capital for Existing Shareholder Warrants, the new Global Blue Shares may be issued at a price equal to or below the current market price; the board of directors will specify the specific conditions of issue including the issue price of the shares in the terms of the shareholder warrants.

•

In connection with Conditional Capital for Convertible Debt, the board of directors determines the conditions for the granting of the options and conversion rights.

Preemptive Rights and Advance Subscription Rights

Authorized Share Capital

Under the Company’s articles of association, the board of directors is authorized to exclude or restrict the preemptive rights of the existing shareholders (and to allocate them to third parties):

•

in connection with strategic partnering and co-operation transactions;

•

in connection with mergers, acquisitions of companies (including takeover), enterprises or parts of enterprises, participations or intellectual property rights or other types of strategic investments as well as financing or refinancing of such transactions;

•

for the participation of directors, officers and employees at all levels of the Company and its group companies;

•

for the purpose of expanding the shareholder base in connection with the listing of shares on (additional) foreign stock exchanges;

•

for the exchange and buy-back, respectively, of Series A Preferred Shares in exchange for Global Blue Shares issued from authorized share capital according to article 3b section 4 of the Company’s articles of association;

•

in connection with the exercise of warrants that have been issued to former holders of warrants of FPAC, in connection with the listing of the Company and the creation of corresponding treasury shares;

•

in connection with the listing of Global Blue Shares, including in connection with exchanges of loan notes or equity instruments issued by the Company’s subsidiary Global Blue Holding Limited to members of management for Global Blue Shares; or

•

in connection with the issuance of Global Blue Shares to Globetrotter and other former shareholders of Global Blue in accordance with the price adjustment provisions pursuant to the Merger Agreement.

C.	Material Contracts

Material Contracts Relating to Global Blue’s Operations

Information pertaining to Global Blue’s material contracts is set forth in the Form F-4, in the section entitled “Information Related to Global Blue—Other Information about Global Blue—Material Agreements,” which is incorporated herein by reference.

Material Contracts Relating to the Business Combination

Merger Agreement

The description of the Merger Agreement in the Form F-4 in the section entitled “The Business Combination Proposal—The Merger Agreement” is incorporated herein by reference.

Waiver Letter and Commitment Letter

A description of the Waiver Letter and the Commitment Letter is set forth in the Form F-4, in the section entitled “The Business Combination Proposal—The Merger Agreement—General Description of the Merger Agreement,” which, to the extent it pertains to the Waiver Letter and the Commitment Letter, is incorporated herein by reference.

August 15 Agreements

A description of the August 15 Agreements is set forth in the Proxy Statement/Prospectus Supplement filed with the SEC on August 17, 2020 in the section entitled “The Agreements,” and is incorporated herein by reference.

Other Agreements

Relationship Agreement

At Closing, Globetrotter became subject to a Relationship Agreement in respect of its shareholdings in the Company.

The Relationship Agreement, as amended, grants, on the terms and subject to the conditions contained therein, Globetrotter board nominating rights for the Company. Globetrotter shall have the right to appoint for nomination to such board three persons on behalf of itself, and one person on behalf of Ant Group. These board nominating rights taper off as Globetrotter’s and Cayman Holdings’ shareholdings reduce, such that: (i) if Globetrotter’s and Cayman Holdings’ combined shareholding falls below 20% of Voting Shares, it shall be entitled to nominate two board members on behalf of themselves; (ii) if Globetrotter’s and Cayman Holdings’ combined holding falls below 10% of Voting Shares Globetrotter shall only be entitled to nominate one board member; and (iii) if Globetrotter’s and Cayman Holdings’

combined holding falls below 5% of Voting Shares, Globetrotter shall no longer be entitled to nominate a board member. These reductions in board nominating rights shall not apply to Globetrotter for the period of two years after the date of the Closing, other than the reduction listed in (i), where Globetrotter’s and Cayman Holdings’ combined shareholding falls below 20% of Voting Shares. In connection with the foregoing nominating rights, Globetrotter has separately agreed with Partners Group to appoint for nomination to the Company’s board a person designated by Partners Group as one of Globetrotter’s nominated board members, for so long as Partners Group maintains a certain level of direct or indirect ownership interest in the Company.

For such time as the board nominating rights apply, Globetrotter shall be entitled to designate a representative to attend board meetings, and meetings of board committees, as an observer. For such time as the board appointment rights apply to Globetrotter, Globetrotter may appoint an advisor to attend meetings (without participating in decision-making or voting) of the finance and audit committee of the Company.

Globetrotter also has certain information rights, through its designated board members, in order to monitor its investment in the Company, and comply with applicable financial, regulatory, and tax obligations. Such information rights include, inter alia, the right to receive a draft operating budget for the Company, and a monthly management information package on the Company. These information rights shall only apply for as long as Globetrotter meets certain shareholding requirements. In addition, Globetrotter has the right to assign its rights and obligations under the agreement to any of its affiliates.

The Relationship Agreement is governed by Swiss law. Any dispute arising out of or relating to the Relationship Agreement is subject to arbitration in Zurich, Switzerland, in accordance with the Rules of Arbitration of the International Chamber of Commerce.

Shareholders Agreement

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

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

The Lock-up is subject to certain exceptions, and will not restrict the transfer of Additional Founder Shares where such transfer is, inter alia: (i) in connection with the acceptance of a public takeover offer, tender offer, merger, or similar business combination that applies to the holders of all ordinary shares and is recommended by the board; or (ii) where required by law or governmental authority.

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

If Globetrotter or an affiliate (which shall include Cayman Holdings for so long as it is controlled by SL Globetrotter GP, Ltd. or an affiliate of Globetrotter) proposes to effect a transfer of Global Blue Shares (other than to its respective affiliate, group member or investor in Globetrotter or Cayman Holdings), the transferor(s) will have the right to require Thomas W. Farley and the other members of his group to transfer (where practicable as part of the same transaction) the proportion of his Closing Common Shares then held as is equal to the proportion of Global Blue Shares (relative to its total holding of Global Blue Shares at the relevant time) as the transferor(s) propose to transfer for the same consideration per Closing Common Share as being paid to the transferor(s) and, where part of the same transaction, on the same terms and conditions as apply to the proposed transfer by the transferor(s); provided that Thomas W. Farley and any such other member of his group shall only be required to make representations as to itself and its ownership of the Global Blue Shares being sold, shall not be required to provide indemnification other than (x) as to his or its respective representations and/or (y) with respect to the Company and/or its subsidiaries, on a proportionate basis with the transferor(s) based on the number of Global Blue Shares being transferred, his or its indemnification shall be limited to the net proceeds from the sale of the Global Blue Shares, and he or it shall not be required to agree to any non-competition covenant or enter into any similar ancillary agreements (provided that he or it may be required to enter into shareholders’ or similar agreements, and/or a non-solicitation covenant, in each case on the same terms and conditions as apply to the transferor(s)) (the “Drag-Along Right”). If the transferor(s) are unable to structure the transfer of any Global Blue Shares (other than to its respective affiliate, group member or investor in Globetrotter or Cayman Holdings) to exercise the Drag-Along Right as part of the same transaction, it can compel Thomas W. Farley and the other members of his group to transfer the proportion of his and their Closing Common Shares then held as is equal to the proportion of Global Blue Shares (relative to its total holding of Global Blue Shares immediately prior to the relevant transaction) as the transferor(s) transferred pursuant to the transaction. If Thomas W. Farley or any member of his group defaults in transferring any of his Closing Common Shares pursuant to this paragraph, any officer of the transferor(s) is irrevocably authorized to execute all documents required to effect the transfer on his behalf. This paragraph will not apply if the transfer is effected by way of an SEC-registered offering pursuant to the Registration Rights Agreement.

If the Tag-Along Right or the Drag-Along Right are exercised at a time when Thomas W. Farley or any member of his group holds the 1,500,000 Global Blue Shares (out of the 4,316,321 Global Blue Shares received by Far Point LLC in respect of shares in FPAC pursuant to the Merger and transferred to Thomas W. Farley and others on the date of the Closing (the “Unrestricted Founder Shares”)), then at least 50% of the Closing Common Shares to be transferred under in connection with the Tag-Along Right or the Drag-Along Right must comprise Unrestricted Founder Shares or, if there are insufficient Unrestricted Founder Shares to comprise 50%, then such Closing Common Shares to be transferred must include all of the Unrestricted Founder Shares then held by Thomas W. Farley and his group taken as a whole, provided that, if the proportion of Unrestricted Founder Shares comprised in Closing Common Shares held by Thomas W. Farley and his group taken as a whole at the relevant time exceeds 50%, then such larger proportion of Closing Common Shares to be transferred must comprise Unrestricted Founder Shares. If Globetrotter or any of its affiliates transfers any Global Blue Shares (other than to its respective affiliate, group member or investor in Globetrotter or Cayman Holdings) by way of a transaction that is an SEC-registered offering pursuant to the Registration Rights Agreement, the number of the Additional Founder Shares to be released from the Lock-up will be the same number of Additional Founder Shares that Thomas W. Farley and his group would have been entitled to apply the Tag-Along Right to had the transaction not been an SEC-registered offering pursuant to the Registration Rights Agreement.

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

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

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

The Shareholders Agreement was included in the GB Form 6-K, and is incorporated herein by reference.

Registration Rights Agreement

At the Closing, the Company, Third Point, the Seller Parties and certain other parties thereto, including Thomas W. Farley, entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with respect to the Global Blue Shares and other Company securities, including Global Blue Warrants and Series A Preferred Shares, received by such parties in connection with the Business Combination (together with any securities issued in connection with any stock split or subdivision, stock dividend, distribution or similar transaction with respect thereto, the “Registrable Securities”). Pursuant to the Registration Rights Agreement, the Company has agreed to file a shelf-registration statement within forty-five (45) days of the Closing, subject to the ability to delay such filing under certain circumstances. Globetrotter and its affiliates and Third Point (collectively, the “Demand Shareholders”) are entitled from time-to-time to deliver to the Company take-down notices under the shelf registration statement stating their intent to sell Registrable Shares (including shares held by the Escrow Agent (as defined in the Registration Rights Agreement) on behalf of Management Sellers) in an underwritten offering, which may be either a marketed or non-marketed underwritten offering. If the Company fails to file the shelf registration statement or fails to maintain the effectiveness of the shelf registration statement, the Demand Shareholders are also entitled to demand that the Company register Registrable Shares (including shares held by the Escrow Agent) in amounts having an aggregate value equal to or greater than $30 million. The ability of certain parties to the Registration Rights Agreement to sell Registrable Securities are subject to certain transfer restrictions, including those described above under “—Shareholders Agreement.” Other parties holding Registrable Securities will be entitled to join in underwritten offerings under the shelf registration statement, demand registrations or other registrations by the Company, subject to customary cut-backs. Under the Registration Rights Agreement, the Company will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify the Company and certain persons or entities related to the Company, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

The Registration Rights Agreement was included in the GB Form 6-K, and is incorporated herein by reference.

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Merger Agreement, the Company, FPAC and the Primary PIPE Investors entered into share subscription agreements pursuant to, and on the terms and subject to the conditions of, which the Primary PIPE Investors committed to subscribe for and purchase, concurrently with the Closing, in the aggregate, 12,500,000 Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125.0 million. As described above under Item 8.B., Primary PIPE Investors who had committed to subscribe for in aggregate $110 million did not consummate their subscriptions, alleging the failure of certain closing conditions in their share subscription agreements to be satisfied.

Concurrently with the execution and delivery of the Merger Agreement, the Company and Globetrotter entered into certain share purchase and contribution agreements with (i) FPAC and the Affiliated Secondary PIPE Investors and (ii) the Strategic Secondary PIPE Investor pursuant to which the Affiliated Secondary PIPE Investors and the Strategic Secondary PIPE Investor committed to purchase, concurrently with the Closing, ordinary shares of Global Blue Group AG from Globetrotter and Cayman Holdings for an aggregate purchase price of up to $100.0 million and equal to $125.0 million, respectively, and immediately contribute such ordinary shares of Global Blue Group AG to the Company for the subsequent issuance of up to 10,000,000 and equal to 12,500,000, respectively, Global Blue Shares. The commitment of the Affiliated Secondary PIPE Investors was subject to a dollar-for-dollar reduction to the extent the Backstop is drawn upon. The agreement with the Strategic Secondary PIPE Investor includes an 18-month lock-up transfer restriction on the Global Blue Shares to be acquired by it.

Pursuant to the terms and conditions of the August 15 Agreements, Globetrotter agreed not to enforce any rights or claims under the share purchase and contribution agreement with the Affiliated Secondary PIPE Investors. See section “Business Combination—August 15 Agreements” of Item 10.C.

Refinancing

Global Blue has refinanced the Existing Facilities in connection with the Business Combination, using a drawdown from the New Facilities (the “Refinancing”). The description of Global Blue’s financing arrangements is set forth in the Form F-4, in the section entitled “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Banking Facilities and Loans,” and is incorporated herein by reference.

Management Shareholders Agreement

The Management Shareholders Agreement provides for, among other matters: (i) the calculation of the entitlements of the Management Sellers to receive shares in Global Blue Group AG as part of the Management Roll-up; (ii) once such shares in Global Blue Group AG are exchanged for cash and Voting Shares (pursuant to the Merger Agreement), restrictions on the managers’ ability to transfer the Voting Shares issued to them, except in specified circumstances (such as if it is in the context of a manager leaving the employment of the Global Blue group); (iii) the managers’ rights to sell a proportion of their Voting Shares alongside Globetrotter when Globetrotter sells Voting Shares, in each case subject to certain qualifications and exceptions; (iv) the repurchase of Voting Shares from managers who cease to be employees in circumstances where they are deemed to be “bad leavers”; and (v) undertakings from each manager to maintain the confidentiality of certain information and not to compete with the Company or solicit its employees, customers or suppliers for a period of 24 months after the cessation of such manager’s employment.

Non-Executive Director Agreements

Eric Meurice Director Agreement

Eric Meurice’s terms of appointment as a non-executive director of the Company is governed by a director agreement. Mr. Meurice is subject to customary provisions in relation to his obligations as an independent non-executive director including any fiduciary obligations he may owe to the Company, as well as his obligations in relation to confidentiality and intellectual property. He is also subject to customary restrictive covenant obligations under Swiss law that prohibit him from assuming a role in any business that is in competition with the Company for a period of one year after the termination of his appointment. Mr. Meurice’s re-election as an independent non-executive director will be put to the Company’s shareholders for approval at each annual general meeting.

Eric Strutz Director Agreement

Eric Strutz’s terms of appointment as a non-executive director of the Company is governed by a director agreement. Mr. Strutz is subject to customary provisions in relation to his obligations as an independent non-executive director including any fiduciary obligations he may owe to the Company, as well as his obligations in relation to confidentiality and intellectual property. He is also subject to customary restrictive covenant obligations under Swiss law that prohibit him from assuming a role in any business that is in competition with the Company for a period of one year after the termination of his appointment. Mr. Strutz’s re-election as an independent non-executive director will be put to the Company’s shareholders for approval at each annual general meeting.

CEO Service Agreement

A description of Jacques Stern’s service agreement with the Company is set forth in the Form F-4 in the section entitled “Management of New Global Blue Following the Business Combination—New Global Blue Executive Officer and Director Compensation Following the Business Combination—CEO Service agreement,” and is incorporated herein by reference.

Loan Indemnity Letter

On August 27, 2020, Globetrotter and Cayman Holdings entered into a side letter (the “Side Letter”), whereby they confirmed, among others, that “actual liquidity needs of the Group” (as referred to under clause 5(a)(ii) of the loan agreement, as included in the registration statement on Form F-4, which is incorporated by reference into this Report) may include (to the extent the Company does not itself otherwise have access to the needed liquidity to satisfy the indemnification obligations) indemnification obligations of the Company in favor of directors under the Company’s indemnification policies from time to time in effect in an aggregate amount up to $10 million, and that they will not object to a drawdown of a loan under the Supplemental Liquidity Facility for such purpose in such amount if the Company has such a liquidity need. The Side Letter was given for the benefit of each director of the Company during the period a loan may be drawn down under the Supplemental Liquidity Facility and shall terminate immediately at such time as the Company has first obtained a directors’ and officers’ liability insurance policy. The Company countersigned the Side Letter on August 28, 2020, following which date it committed itself to use reasonable endeavors to obtain directors’ and officers’ liability insurance on commercially reasonable terms as soon as is reasonably practicable.

Conversion Agreement

At Closing, the Company entered into a Conversion Agreement with, amongst others, Cayman Holdings and Globetrotter to govern the issuance and delivery of Global Blue Shares in exchange for Series A Preferred Shares from the holders of Series A Preferred Shares. The holders of Series A Preferred Shares are entitled to receive a preferred dividend in accordance with the articles of association of the Company.

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

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

The Company agrees, subject to applicable Swiss laws, to use reasonable best efforts to take all actions required to maintain and reserved at all times a number of Global Blue Shares in the Company’s treasury sufficient from time to time to permit the issuance and delivery of such number of Global Blue Shares as may be required to consummate the conversions. The Company agrees to use reasonable best efforts to take all actions required to maintain and reserve at all times sufficient authorized share capital to permit the issuance and delivery of Global Blue Shares in connection the consummation of a conversion, including by proposing to increase the authorized share capital concurrently with any upward adjustment of the number of Global Blue Shares issuable in connection with a conversion. If the Company intends to incur or increase indebtedness and: (i) such indebtedness would result in the ratio of Global Blue’s indebtedness to EBITDA being greater than five (5); and (ii) at the time of the proposed increase of such indebtedness there would be at least EUR €25,000,000 of Series A Preferred Shares outstanding, the proposed increase will require the prior written approval of the holders of a majority of the Series A Preferred Shares prior to such increase.

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

D.	Exchange Controls

Other than in connection with government sanctions imposed on certain persons from the Republic of Iraq, the Islamic Republic of Iran, Lebanon, Yemen, Libya, Sudan, the Republic of South Sudan, Burundi, the Democratic Republic of Congo, Somalia, Guinea-Bissau, Syria, Myanmar (Burma), Zimbabwe, Belarus, Guinea, the Democratic People’s Republic of Korea (North Korea), the Central African Republic, the Republic of Mali, Venezuela, Nicaragua, persons and organizations with connections to Osama bin Laden, the “Al-Qaeda” group or the Taliban, certain persons in connection with the assassination of Rafik Hariri, and certain measures in connection with the prevention of circumvention of international sanctions in connection with the situation in Ukraine, there are currently no government laws, decrees or regulations in Switzerland that restrict the export or import of capital, including, but not limited to, Swiss foreign exchange controls on the payment of dividends, interest or liquidation proceeds, if any, to non-resident holders of the Global Blue Shares and the Series A Preferred Shares.

E.	Taxation

Information pertaining to tax considerations is set forth in the Form F-4, in the sections entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations” and “The Business Combination Proposal—Material Tax Considerations—Material Swiss Tax Consequences,” which are incorporated herein by reference.

Material Swiss Tax Consequences

The following summary sets forth the material Swiss tax consequences of owning and disposing of Global Blue Warrants.

This summary is based upon Swiss tax laws and the practices of the Swiss tax authorities in effect on the date of this Report. In addition, this summary is based upon tax rulings obtained from the Swiss Federal Tax Administration on July 15, 2020, which confirmed the tax consequences relating to the Merger, provided the relevant circumstances remain the same and the Merger is completed within six months from July 15, 2020, and from the Zurich Cantonal Tax Administration on August 26, 2020 which confirmed certain Swiss tax consequences of the Merger. Such law and administrative practice is subject to change at any time, possibly with retroactive effect. The summary does not constitute tax advice and is intended only as a general guide. It is not exhaustive and shareholders should consult their own tax advisors about the Swiss tax consequences (and tax consequences under the laws of other relevant jurisdictions) of the acquisition, ownership and disposal of the Global Blue Warrants other than the purchase by the Company or any of its subsidiaries.

Holding and Disposing of Global Blue Warrants

Swiss Income Taxes

Holders resident outside of Switzerland and not engaged in trade or business in Switzerland

A holder who is not a resident of Switzerland for Swiss tax purposes, and who, during the applicable tax year, has not engaged in a trade or business carried on through a permanent establishment in Switzerland for tax purposes, will not be subject to any Swiss federal, cantonal or communal income tax as a result of the exercise or sale of the Global Blue Warrants.

Swiss resident individual holders holding Global Blue Warrants as private investments

For a holder who is an individual resident in Switzerland for tax purposes and who holds Global Blue Warrants as a private investment, the sale or the exercise of Global Blue Warrants should be tax neutral for the purposes of Swiss federal, cantonal and communal income tax provided that FPAC is not merged into the Company or liquidated within 5 years after the Business Combination.

Global Blue Warrants held as assets of a Swiss business

Holders who hold Global Blue Warrants as part of a trade or business carried on in Switzerland should recognize taxable gain or loss upon the exercise or the sale of the Global Blue Warrants for the purposes of Swiss federal, cantonal and communal income tax to the extent the fair market value of Global Blue Warrants exceeds or is lower, respectively, than the tax value of Global Blue Warrants. This taxation treatment also applies to Swiss resident private individuals who, for Swiss income tax purposes, qualify as “professional securities dealers” because of, among other things, frequent dealing, or leveraging their investments, in securities. In addition, social security contributions may need to be considered.

Holders who hold Global Blue Warrants as part of a trade or business carried on in Switzerland should recognize taxable gain or loss for the purposes of Swiss federal, cantonal and communal income tax to the extent the fair market value of the Global Blue Warrants exceeds or is lower, respectively, than the tax value of the Global Blue Warrants. This taxation treatment also applies to Swiss resident private individuals who, for Swiss income tax purposes, qualify as “professional securities dealers” because of, among other things, frequent dealing, or leveraging their investments, in securities.

Swiss securities turnover tax

The sale or the exercise of the Global Blue Warrants is not subject to Swiss securities turnover tax (Umsatzabgabe).

Swiss federal withholding tax

The sale or exercise of the Global Blue Warrants is not subject to Swiss federal withholding tax (Verrechnungssteuer).

Swiss securities issuance tax

Any funds paid to the Company upon exercising the Global Blue Warrants will be subject to share issuance tax of 1% in case the issued shares do not derive from bought back shares.

Swiss wealth tax and capital tax

Global Blue Warrants held by holders resident outside of Switzerland and not engaged in trade or business in Switzerland

A holder of Global Blue Warrants who is not a resident of Switzerland for Swiss tax purposes, and who, during the applicable tax year, has not engaged in a trade or business carried on through a permanent establishment in Switzerland for tax purposes, is not subject to any cantonal and communal wealth or annual capital tax because of the mere holding of the Global Blue Warrants.

Global Blue Warrants held by holders resident in Switzerland

A Swiss resident individual holder of Global Blue Warrants is required to report Global Blue Warrants as part of private wealth and is subject to cantonal and communal wealth tax.

A holder who holds Global Blue Warrants as part of a trade or business conducted in Switzerland is required to report Global Blue Warrants as part of business wealth or taxable capital, as defined, and is subject to cantonal and communal wealth or annual capital tax.

Holding and Disposing of Global Blue Shares

International automatic exchange of information in tax matters

Switzerland has concluded a multilateral agreement with the European Union on the international automatic exchange of information (the “AEOI”) in tax matters (the “AEOI Agreement”). This AEOI Agreement entered into

force as of January 1, 2017 and applies to all 27 member states as well as Gibraltar. Furthermore, on January 1, 2017, the multilateral competent authority agreement on the automatic exchange of financial account information and, based on such agreement, a number of bilateral AEOI agreements with other jurisdictions entered into force. The Federal Act on the International Automatic Exchange of Information in Tax Matters, which is the primary legal basis for the implementation of the AEOI standard in Switzerland, entered into force on January 1, 2017 as well.

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

A list of such multilateral agreements and bilateral agreements of Switzerland in effect or signed and becoming effective can be found on the website of the State Secretariat for International Finance (SIF) (www.sif.admin.ch/ sif/en/home/themen/internationale-steuerpolitik/automatischer-informationsaustausch.html).

Swiss facilitation of the implementation of the U.S. Foreign Account Tax Compliance Act

Switzerland has concluded an intergovernmental agreement with the U.S. to facilitate the implementation of FATCA. The agreement ensures that the accounts held by U.S. persons with Swiss financial institutions are disclosed to the U.S. tax authorities either with the consent of the account holder or by means of group requests within the scope of administrative assistance. Information will not be transferred automatically in the absence of consent, and instead will be exchanged only within the scope of administrative assistance on the basis of the double taxation agreement between the U.S. and Switzerland. On September 20, 2019, the protocol of amendment to the double taxation treaty between Switzerland and the U.S. entered into force allowing U.S. competent authority in accordance with the information reported in aggregated form to request all the information on U.S. accounts without a declaration of consent and on non-consenting non-participating financial institutions.

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

F.	Dividends and Paying Agents

The payment of any cash dividends will be dependent upon the revenue, earnings and financial condition of the Company from time to time. The payment of any dividends will be within the discretion of the board of directors of the Company.

G.	Statement by Experts

The financial statements of Global Blue Group AG as of March 31, 2020, 2019 and 2018 and for each of the three years in the period ended March 31, 2020 incorporated by reference herein have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to Global Blue Group AG’s restatement of its consolidated financial statements as described in Note 1 to the consolidated financial statements) of PricewaterhouseCoopers SA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers SA is a member of EXPERTsuisse — Swiss Expert Association for Audit, Tax and Fiduciary.

The financial statements for FPAC as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and for the period from February 23, 2018 (inception) through December 31, 2018 incorporated by reference herein have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report (which includes an explanatory paragraph relating to the ability of FPAC to continue as a going concern as described in Note 1 to the financial statements) thereon, and are incorporated by reference herein in reliance on such report given on the authority of such firm as an expert in accounting and auditing.

H.	Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We also furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

I.	Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth in the section entitled “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Quantitative and Qualitative Disclosure about Market Risk” in the Form F-4 is incorporated herein by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Global Blue Warrants

Information pertaining to Global Blue Warrants is set forth in the Form F-4, in the section entitled “Description of New Global Blue Securities—New Global Blue Warrants,” which is incorporated herein by reference.

Series A Preferred Shares

Information pertaining to Series A Preferred Shares is set forth in the Form F-4, in the section entitled “Description of New Global Blue Securities—Capital Structure of New Global Blue—Series A Preferred Shares,” which is incorporated herein by reference.

PART II

Not applicable.

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

Not applicable.

ITEM 19. EXHIBITS

EXHIBIT INDEX


Exhibit No.		Description
1.1		Articles of Association of Global Blue Group Holding AG (incorporated by reference to Exhibit 3.1 to the Report of Foreign Private Issuer on Form 6-K filed on August 31, 2020 (file no. 001- 39477)).

1.2		Organizational Regulations of the Board of Directors of Global Blue Group Holding AG.*

2.1		Specimen ordinary share certificate of Global Blue Group Holding AG (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-4/A filed June 19, 2020 (file no. 333- 236581)).

2.2		Specimen warrant certificate of Global Blue Group Holding AG (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-4/A filed June 19, 2020 (file no. 333- 236581)).

2.3		Warrant Agreement, dated June 11, 2018, by and between Far Point Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Far Point Acquisition Corporation filed June 15, 2018 (file no. 001-38521)).

2.4		Warrant Assumption Agreement, dated August 28, 2020, by and among Far Point Acquisition Corporation, Global Blue Holding AG and Continental Stock Transfer & Trust Company, as Warrant agent.*

4.1		Merger Agreement, dated as of January 16, 2020, by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Global Blue Holding L.P., Global Blue Group AG, Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative, solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC and Jacques Stern, solely in his capacity as the Management Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A of Far Point Acquisition Corporation filed January 21, 2020 (file no. 001-38521)).

4.2		Form of Share Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A of Far Point Acquisition Corporation filed January 21, 2020 (file no. 001- 38521)).

4.3		Shareholders agreement, dated as of August 28, 2020, by and among Global Blue Holding L.P., SL Globetrotter, L.P., Thomas W. Farley and certain members of management of Global Blue Group Holding AG (incorporated by reference to Exhibit 10.1 to the Report of the Foreign Private Issuer on Form 6-K filed on August 31, 2020 (file no. 001-39477)).

4.4		Relationship Agreement, dated as of August 28, 2020, between Global Blue Group Holding AG and SL Globetrotter, L.P.*

4.5		Director Agreement, dated as of August 31, 2020, between Global Blue Group Holding AG and Eric Meurice.*

4.6		Director Agreement, dated as of August 31, 2020, between Global Blue Group Holding AG and Eric Strutz.*

4.7		Conversion Agreement, dated as of August 28, 2020, by and among Global Blue Group Holding AG, Global Blue Holding LP, SL Globetrotter, L.P. and the several persons whose names and addresses are set out in each of his/her respective joinder agreements in a form substantively the same as that set out in Schedule 1 thereto.*

4.8		Loan Indemnity Letter, dated as of August 27, 2020, by and among Global Blue Holding L.P., SL Globetrotter, L.P. and Global Blue Group Holding AG *

4.9		Registration rights agreement, dated as of August 28, 2020, by and among Global Blue Group Holding AG, certain affiliates of Third Point LLC, SL Globetrotter, L.P., Global Blue Holding L.P. and certain other holders listed therein (incorporated by reference to Exhibit 10.2 to the Report of Foreign Private Issuer on Form 6-K filed August 31, 2020 (file no. 001-39477)).

4.10		Conformed copy of Second Amended IPO Facilities Agreement, dated as of October 25, 2019 as amended by an amendment letter dated January 14, 2020, by and among Global Blue Group AG and the banks named therein (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form F-4/A filed on June 19, 2020 (file no. 333-236581)).

4.11		Employment Agreement, dated as of August 31, 2020, between Jacques Stern and Global Blue SA.*


Exhibit No.		Description

4.12		Management Shareholders Agreement, dated as of January 16, 2020, by and among Global Blue Holding LP, SL Globetrotter, L.P., Jacques Stern, as Management Representative, Global Blue Group Holding AG, with respect to Clause 7, Partners Group Private Equity (Master Fund), LLC, Partners Group Barrier Reef, L.P. and Partners Group Client Access 5, L.P. Inc. (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-4 filed February 24, 2020 (file no. 333-236581)).

4.13		Management shareholders agreement deed of amendment, dated as of August 26, 2020, by and among Global Blue Holding L.P., Jacques Stern in his capacity as Management Representative, Global Blue Group Holding AG, SL Globetrotter, L.P. and Estera Trust (Jersey) Limited in its capacity as trustee of the Global Blue Equity Plan Employee Trust (incorporated by reference to Exhibit 10.3 to the Report of Foreign Private Issuer on Form 6-K filed August 31, 2020 (file no. 001-39477)).

4.14		Waiver Letter dated July 13, 2020 from SL Globetrotter, L.P. to Far Point Acquisition Corporation (incorporated by reference to Exhibit I to Amendment No. 1 to Schedule 13D filed by SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd. on July 14, 2020).

4.15		Commitment Letter dated July 13, 2020 from certain Seller Parties to Global Blue Group Holding AG, including form of Loan Agreement among certain Seller Parties and Global Blue Group Holding AG (incorporated by reference to Exhibit J to Amendment No. 1 to Schedule 13D filed by SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd. on July 14, 2020).

4.16		Letter Agreement, dated as of August 15, 2020, by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., individually and in its capacity as the GB Shareholders’ Representative under Merger Agreement, Global Blue Group AG, Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Far Point Acquisition Corporation filed August 17, 2020 (file no. 001-38521)).

4.17		Letter Agreement, dated as of August 15, 2020, by and among SL Globetrotter, L.P., individually and in its capacity as the GB Shareholders’ Representative under Merger Agreement, Global Blue Group AG, Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P., Cloudbreak Aggregator LP, Far Point LLC, Third Point Ventures LLC (as nominee of the TP Funds), Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P. and Third Point Enhanced L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Far Point Acquisition Corporation filed August 17, 2020 (file no. 001-38521)).

4.18		Letter Agreement, dated as of August 15, 2020, by and among Far Point Acquisition Corporation, Cloudbreak Aggregator LP, Far Point LLC, Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P. and Third Point Enhanced L.P. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8 - K of Far Point Acquisition Corporation filed August 17, 2020 (file no. 001-38521)).

15.1		Consent of PricewaterhouseCoopers SA.*

15.2		Consent of WithumSmith+Brown, PC.*

*	Filed herewith

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this report on its behalf.

Exhibit 1.2

GLOBAL BLUE GROUP HOLDING AG

Organizational Regulations

of the Board of Directors

and

Charters of the Board Committees

(Organisationsreglement)

TABLE OF CONTENTS


1. ARTICLE 1 - SCOPE OF REGULATIONS			3

1.1 Basis			3

1.2 Scope			3

1.3 Company Structure			3
2. ARTICLE 2 – ORGANIZATION IN GENERAL			3

2.1 Duty of Care and Loyalty			3

2.2 Conflicts of Interest			4

2.3 Confidentiality			4

3. ARTICLE 3 - MEETINGS OF THE BOARD, THE BOARD COMMITTEES AND THE EXECUTIVE MANAGEMENT			5

3.1 No Representation			5

3.2 Quorum and Majority Requirements			5

3.3 Circular Resolutions			5

3.4 Secretary / Minutes			6

4. ARTICLE 4 - BOARD OF DIRECTORS			6

4.1 Duties of the Board			6

4.2 Delegation of Management			8

4.3 Meetings / Agenda			8

4.4 Qualified Majority Requirements			8

4.5 Right to Request Information			9

4.6 Independent Advisors			9

4.7 Evaluation of Board Performance			9

4.8 Board Committees			9

4.9 Chairman/Chairwoman			10

5. ARTICLE - EXECUTIVE MANAGEMENT			10

5.1 CEO			10

5.2 Executive Management			11

5.3 Duties of the Executive Management			11

6. ARTICLE 6 - INTERNAL AUDIT			12

7. ARTICLE 7 - MISCELLANEOUS			12

7.1 Signing Authority			12

7.2 Reporting of Directorships			12

7.3 Expense Reimbursement			12

8. ARTICLE 8 - EFFECTIVENESS AND AMENDMENTS			12

1.	ARTICLE 1 – SCOPE OF REGULATIONS

1.1

Basis

These organizational regulations (“Regulations”) are adopted by the board of directors (the “Board of Directors” or “Board”, each member of the Board, a “Director”) of Global Blue Group Holding AG (the “Company”) pursuant to Articles 18 of the Company’s articles of association (the “Articles of Association”).

1.2

Scope

These by-laws and their annexes provide for the rules on the functions and competences of the following corporate bodies and persons:

•

the Board;

•

the chairman or chairwoman (the “Chairman/Chairwoman”) and secretary (the “Secretary”) of the Board;

•

the standing committees of the Board (the “Board Committees”);

•

the chief executive officer (“CEO”) and the Global Blue Group executive committee of the management (“Executive Management”, each member of the Executive Management, including the CEO, an “Executive”); and

•

the internal audit function (“Internal Audit”),

and constitute at the same time the Company’s fundamental organizational rules in the sense of Article 716b of the Swiss Code of Obligations (“CO”).

1.3	Company Structure

The Company is a holding company which directly or indirectly owns a global group of companies that conduct the tourism shopping tax refund business (such group of companies, the “Group”). To ensure proper functioning of the business of the Group in the interests of the Company and its shareholders and to comply with various requirements imposed by relevant laws and regulatory authorities, the Board shall supervise and, where necessary and appropriate, provide overall strategic direction for the business of the Group.

2.	ARTICLE 2 – ORGANIZATION IN GENERAL

2.1	Duty of Care and Loyalty

Each Director or Executive is under the duty to carry out his/her responsibilities with due care and to safeguard and further the interests of the Group, the Company and its shareholders, including the creation of long-term value.

2.2	Conflicts of Interest

Each Director or Executive shall be mindful of any actual or potential conflict of interest when arranging his/her personal and business affairs. The fact that a Director has been nominated by SL Globetrotter LP (together with each person to which any such nomination right is assigned from time to time, a “Principal Shareholder”), respectively, in accordance with the terms of the Relationship Agreement, dated August 28 2020, as amended from time to time (the “Relationship Agreement”), does in itself not constitute a conflict of interest pursuant to Swiss law.

Each Director or Executive must promptly disclose any change in circumstances, including a material change of his/her personal, business or professional affiliations or responsibilities that might give rise to an actual or potential conflict of interest.

Disclosure must be made by:

(a)

the Chairman/Chairwoman to the chairperson of the Nomination and Compensation Committee; and by

(b)

a Director or the CEO to the Chairman/Chairwoman; and by

(c)

a non-CEO Executive to the CEO.

The Chairman/Chairwoman, the CEO and the chairperson of the Nomination and Compensation Committee, respectively, must review the disclosures and inform the Board and the Executive Management, respectively, with a corresponding proposal for appropriate mitigating measures, if any.

The Board and the Executive Management, respectively, shall, following consultation with outside counsel if deemed necessary, determine appropriate measures to address any actual or potential conflict of interest, which may include requiring a Director to recuse himself or herself from a Board meeting.

In case of a resolution on an item requiring a Qualified Majority (as defined below)and for which one or several Directors nominated by the Principal Shareholder is/are conflicted, an affirmative vote of the Director(s) is required (by way of two separate resolutions, one adopted by the non-conflicted Directors and one adopted with the participation of the conflicted Director(s)).

2.3	Confidentiality

Each Director and Executive keeps at all times strictly confidential all information – except information already in the public domain or disclosure of information that occurs in accordance with the terms of the Relationship Agreement – relating to the Company and/or the Group, which the member has learned during the exercise of the duties. This obligation and duty continues even after the expiration of the term of office or the employment relationship.

Upon request by the Company, documents of the Company and/or the Group must be returned or destroyed by the Director and Executive, respectively, at the latest on expiry of the term of office or employment relationship. If required, e.g. in case of legal proceedings, the Director and Executive, respectively, can access relevant documents at the office of the Secretary.

3.	ARTICLE 3 - MEETINGS OF THE BOARD, THE BOARD COMMITTEES AND THE EXECUTIVE MANAGEMENT

3.1	No Representation

A Director or Executive who is not able to participate in a Board, Board Committee or an Executive Management meeting may not be represented by another Director or Executive or any other person.

3.2	Quorum and Majority Requirements

Unless stated otherwise in these Regulations, the presence in person, by telephone, by video conference or other technical means of a majority of the members is required for any meeting.

If the chair does not participate, the meeting will be chaired by the deputy or, in his/her absence, by any member appointed by the other members as ad hoc chair.

Subject to Articles 3.3, 4.4 and 8, resolutions require the affirmative majority of the votes cast. If an item is, however, not on the agenda of a Board meeting, resolutions are passed by an affirmative vote of a majority of all Directors, including (for so long as the Sponsor and Partners Group together directly or indirectly hold at least 25% of the voting rights in the Company from time to time, the vote of at least one Director representing SL Globetrotter LP (the “Qualified Majority”).

The term Sponsor means Silver Lake Technology Management, LLC, Silver Lake Group, LLC and/or any general partner, manager or investment adviser affiliated with such person (and/or any fund, company or co-investment scheme which is controlled directly or indirectly by such person or of which such person is, directly or indirectly, the general partner, manager or investment adviser and the term Partners Group means Partners Group AG, its affiliates and/or any investment vehicle managed or advised by Partners Group AG or its affiliates or any other entity managed, advised and/or owned or controlled directly or indirectly by Partners Group AG and/or any affiliates thereof.

In the event of a tie on any issue, (i) in a Board Committee, the full Board decides the issue, and (ii) in the Executive Management, the CEO decides the issue.

3.3	Circular Resolutions

A proposal for a circular resolution must be communicated to all members, giving a deadline of at least 3 business days for responding, and is only deemed to have passed if:

(a)

the proposed resolution is approved with the Qualified Majority; and

(b)

no member requests a meeting within the deadline for responding in relation to the subject matter of the proposed resolution.

A circular resolution must be recorded under a separate heading in the minutes of the following meeting.

3.4	Secretary / Minutes

The Board and the Board Committees each appoint a secretary, who need not be a member of the respective bodies. The secretaries of the Board and the Board Committees, and the general counsel in case of the Executive Management, keep the meeting minutes, which contain all resolutions adopted at the meeting and the key decision-making factors.

4.	ARTICLE 4 – BOARD OF DIRECTORS

4.1	Duties of the Board

The Board is the ultimate executive body of the Company.

It shall resolve all business matters which are not reserved to the authority of the General Meeting or to other executive bodies of the Company by law, the Articles of Association, or these Regulations.

In particular, the Board has the following duties:

(a)

The ultimate direction of the business, including, without limitation, the taking of resolutions and the giving of overall guidance or, if necessary or deemed appropriate, of instructions regarding the following matters (where applicable, the duties of the Board are further defined and specified in internal regulations):

•

The strategy upon recommendation of the Executive Management.

•

The entry into new areas of activity and withdrawal from existing areas of business; acquisitions and divestments of companies, participations in companies or businesses, or incorporations or liquidations of companies or businesses, if such matters are of fundamental significance to the business of the Group.

•

The opening and closing down of sites of fundamental significance to the business of the Group.

•

The initiation and settlement of legal proceedings of fundamental significance to the business of the Group.

•

The setting of financial targets for the Group.

•

The review and approval of corporate policies that are fundamental to the Group, as determined by the Chairman/Chairwoman and the CEO.

•

The adoption from time to time of further regulations and, if necessary or deemed appropriate, instructions regarding the organization of the Group business and the duties and responsibilities of the executive bodies.

(b)

The determination of the organization of the Company and the Group upon proposal by the CEO or otherwise taking into consideration the recommendations of the CEO and Executive Management.

(c)

The manner of governance of the Group.

(d)

The regular review of the Group’s culture.

(e)

The review of the Group’s risk management system and of the most significant risks and how these are managed.

(f)

The determination of the Group’s accounting system, financial controls and financial planning.

(g)

Approval of the Group’s annual budget and any amendments/modifications thereof.

(h)

The review and approval of the annual report of the Company and of the Group, including the compensation report.

(i)

The nomination or appointment, removal, determination of duties and responsibilities, and succession plans of the following persons (subject to the powers of the General Meeting):

•

Board Committee members and chairpersons;

•

CEO;

•

Other Executives;

•

Independent proxy; and

•

Such other persons as the Board may determine, from time to time, as having significant impact on the business of the Group.

(j)

The composition of the Board, including the appropriate skills and experiences to be considered in succession planning.

(k)

The designation of those persons who have signatory power for the Company and the manner in which such persons may sign on behalf of the Company.

(l)

The ultimate supervision of the persons entrusted with the management of the business, specifically in view of their compliance with laws, the Articles of Association, these Regulations and other applicable regulations, directives and instructions.

(m)

The preparations for the General Meeting and carrying out the resolutions of the General Meeting, including the preparation of the proposals to the General Meeting related to the compensation of the Board and of the Executive Management and to the compensation report, as per the Articles of Association.

(n)

The notification of the court if liabilities exceed assets.

(o)

The adoption of (i) resolutions concerning an increase of the share capital to the extent that such power is vested in the Board (article 651 paragraph 4 CO), as well as (ii) resolutions concerning confirmation of capital increases and related amendments to the Articles of Association. The adoption of confirmatory resolutions pursuant to (ii) are exempted from the presence requirement outlined in article 3.2.

(p)

The determination of (i) the compensation strategy and the principles, structure and design of compensation plans for the Executive Management, (ii) the long-term incentive/equity plans, (iii) the compensation amount for the Directors and for the Executive Management to be presented to the shareholders for approval, (iv) of the terms of employment of the CEO and other members of the Executive Management, (v) the determination of the compensation of the Executive Management as well as their good or bad leaver status under applicable bonus and equity plans in case of termination of employment and (vi) the Group and divisional financial, strategic and operational targets and the evaluation of target achievement.

(q)

The determination of (i) whether or not a Director is independent, and (ii) whether or not the members of the Finance and Audit Committee meet the financial literacy and expertise standards.

(r)

The approval of other business, if such business exceeds the authority delegated from time to time by the Board to the Board Committees or to the Executive Management.

4.2	Delegation of Management

Where not stipulated as a Board responsibility by law, the Articles of Association or these Regulations, the Board delegates the management of the business to the Executive Management, pursuant and subject to these Regulations.

4.3	Meetings / Agenda

The Board meets at the invitation of the Chairman/Chairwoman as often as may be required.

Invitations for Board meetings contain the meeting agenda and are sent out at least five business days in advance, except for urgent matters. Also, any Director may request a meeting for a specific purpose or the inclusion of a certain item on the agenda.

4.4	Qualified Majority Requirements

The Qualified Majority of the Board of Directors is required for the following items:

(a)

to issue shares or convertible debt instruments with pre-emptive rights or advance subscription rights (in case of convertible debt) being restricted or excluded;

(b)

to issue shares or convertible debt instruments convertible into shares representing more than 10% of the existing share capital of the Company if pre-emptive rights and advance subscription rights, respectively, are not limited;

(c)

any transaction or agreement between the Company (and any of its subsidiaries) and (i) a Principal Shareholder or Partners Group or (ii) any person, entity or business organization directly or indirectly controlling, controlled by or under common control with a Principal Shareholder and Partners Group, respectively, except for:

•

any agreement entered by the Company prior to or in connection with the listing of the Company; and

•

transactions with portfolio companies of the Sponsor and Partners Group, respectively, on an arm’s length basis and entered into by the Company (or its subsidiaries) in the ordinary course of their business.

In this paragraph 4.4(c) the term control, controlling or controlled shall be construed based on and in accordance with Art. 963 Section 2 CO.

(d)

any resolution of the Board of Directors having the potential effect of or resulting in the Board of Directors consisting of more or less than 9 members;

(e)

proposal to the general meeting to amend or modify the Articles of Association in respect of the provisions dealing with the appointment or removal of directors; and

(f)

amendment or modification of the Regulations and the Committee Charters.

4.5	Right to Request Information

Directors have full and unrestricted access to the management and employees of the Group in the execution of their duties.

4.6	Independent Advisors

The Board has the authority to retain independent advisors for any matters within the scope of its responsibilities.

4.7	Evaluation of Board Performance

The Board conducts an annual evaluation of the performance of the Board, of the Board Committees and of the Chairman/Chairwoman.

4.8	Board Committees

The Board may establish ad hoc Board Committees and has the following permanent Board Committees:

•

Finance and Audit Committee, and

•

Nomination and Compensation Committee

The composition and duties of the permanent Board Committees are set forth in Appendix I.

4.9	Chairman/Chairwoman

In addition to other duties described in these Regulations and the Articles of Association, the Chairman/Chairwoman has the following duties:

(a)

Provides leadership to the Board in its governance role, coordinates the tasks within the Board;

(b)

Coordinates, together with the chairpersons of the Board Committees, the work of the Board Committees;

(c)

Establishes and keeps a close working relationship with the CEO, provides advice and support while respecting the fact that the day-to-day management responsibility is delegated to the Executive Management led by the CEO;

(d)

Promotes effective relationships and communication between the Board, the CEO and the Executive Management;

(e)

Takes the lead in crisis situations;

(f)

Together with the CEO, ensures effective communication with shareholders, other stakeholders and the general public; and

(g)

Works closely with the CEO in evaluating Executives and in establishing succession plans for key management positions.

5.	ARTICLE – EXECUTIVE MANAGEMENT

5.1

CEO

In addition to other duties that may be assigned by the Board, the CEO, supported by the Executive Management, has the following duties:

(a)

Leads the development of the strategy of the Group’s business;

(b)

Directs, reviews and approves the business plans developed by Executive Management.

(c)

Overall responsibility for the management and performance of the business;

(d)

Leads the Executive Management;

(e)

Builds and maintains an effective Executive Management and proposes adequate succession planning to the Board; and

(f)

Represents the Company, in coordination with the Chairman/Chairwoman, with major customers, financial analysts, investors and the media.

5.2	Executive Management

The Executive Management is led by the CEO. It consists of such members as appointed by the Board.

5.3	Duties of the Executive Management

The Executive Management is responsible for the management of the business. In particular, and without limitation, the Executive Management has the following duties:

(a)

Contributes to the development of the strategy of the business together with and under the leadership of the CEO;

(b)

Develops and implements the business plans, policies and processes to achieve the strategic objectives and financial targets of the Group;

(c)

Regularly assesses the achievement of the targets for the business;

(d)

Submits proposals to the Board or to one of the Board Committees for approval for items requiring such approval based on these Regulations or further internal regulations;

(e)

Implements the decisions taken by the Board or the Board Committees;

(f)

Prepares and submits quarterly and annual reports for the attention of the Board or the Board Committees, and keeps the Board or the Board Committees informed of all matters of fundamental significance to the business and/or that are relevant to allow the Board or the Board Committees to fully perform their duties;

(g)

Develops and implements modifications to the organization of the business to ensure efficient operation of the business and achievement of optimized consolidated results;

(h)

Ensures appropriate external stakeholder management, including an effective internal and external communication strategy;

(i)

Ensures that management capacity, financial and other resources are provided and used efficiently;

(j)

Reports immediately to the Board any matter requiring prompt Board attention; and

(k)

Deals with such other matters as are delegated by the Board or a Board Committee to the Executive Management.

6.	ARTICLE 6 – INTERNAL AUDIT

The Group’s Internal Audit shall:

(a)

carry out operational and system audits, assist the organizational units in the accomplishment of objectives by providing an independent approach to the evaluation, improvement, and effectiveness of their risk management and internal control framework. All organizational units of the Group are subject to audit;

(b)

prepare reports regarding the audits it has performed, and report to the Finance and Audit Committee and to the CEO material irregularities, whether actual or suspected, without delay; and

(c)

perform such other functions and audits as assigned to it by the Board, the Finance and Audit Committee or the CEO from time to time.

7.	ARTICLE 7 – MISCELLANEOUS

7.1	Signing Authority

The Board shall determine and grant the signing authority for the Board, the members of the Executive Management and for other persons to sign on behalf of the Company.

7.2	Reporting of Directorships

All members of the Board are required to report the directorships and consulting agreements as well as any changes in directorships or consultantships and when there is a change in their principal employment to the Company’s general counsel, who will report this to the Nomination and Compensation Committee. Directorships and consultantships relating to portfolio companies of a fund or funds managed, advised or controlled, directly or indirectly, by Silver Lake Technology Management, L.L.C or its affiliates or Partners Group need only be reported on an annual basis.

7.3	Expense Reimbursement

The Directors shall be reimbursed for their reasonable expenses, including travel cost.

8.	ARTICLE 8 – EFFECTIVENESS AND AMENDMENTS

The Regulations come into effect on August 31, 2020.

The Regulations may only be amended or replaced by the Board by way of Qualified Majority.

Appendix I:

Charter

Finance and Audit Committee

Charter

Nomination and Compensation Committee

Appendix I

GLOBAL BLUE GROUP HOLDING AG

Charter of

the Finance and Audit Committee

of the Board of Directors

BASIS

This charter (the “Charter”) of the Finance and Audit Committee (“FAC”) has been adopted as set forth in article 4.8 of the organizational regulations of the board of directors of Global Blue Group Holding AG (the “Organizational Regulations”). Unless defined otherwise herein, capitalized terms have the same meaning as in the Organizational Regulations.

2.	COMPOSITION

(a)

The FAC shall consist of at least 2 members appointed by the Board, who shall be non-executive and “independent” under Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, subject to any applicable exemptions. The chairperson of the FAC shall be appointed by the Board.

(b)

Each FAC member must be financially literate, as such qualifications are interpreted by the Board in its business judgment, including at least one member who has accounting and related financial management expertise as the following:

•

an understanding of generally accepted accounting principles and financial statements;

•

the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

•

experience in preparing, auditing, analysing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Group’s financial statements, or experience actively supervising one or more persons engaged in such activities;

•

an understanding of internal control over financial reporting; and

•

an understanding of FAC functions.

(c)

The FAC shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors. It further shall have the authority to conduct or authorize investigations into any matter within the scope of its responsibilities. The Company shall provide appropriate funding, as determined by the FAC, for payment of compensation to the external auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and any advisors that the FAC chooses to engage, as well as funding for the payment of ordinary administrative expenses of the FAC that are necessary or appropriate in carrying out its duties.

(d)

Directors who have been nominated by SL Globetrotter LP (together with each person to which any such nomination right has been assigned from time to time) for the Board pursuant to the terms of the Relationship Agreement can attend the meetings of the FAC as permanent observers without the right to vote.

3.	MISSION

The FAC shall support the Board in monitoring (i) the integrity of the Company’s and Group’s financial statements, (ii) the external auditor’s qualification and independence and (iii) the performance of the Company’s and Group’s Internal Audit function and of the external auditor.

4.	DUTIES, RESPONSIBILITIES AND AUTHORITY

The FAC has the following roles and responsibilities:

In relation to external auditors

(a)

evaluating the external auditors, regarding the fulfilment of the necessary qualifications and independence, including considering whether the external auditor’s quality controls are adequate and whether the provision of permitted non-audit services is compatible with maintaining the external auditor’s independence, taking into account the opinions of the management and Internal Audit;

(b)

ensuring rotation of the audit partners of the external auditor as required by law.

(c)

on behalf of the Board, which has fully delegated this task to the FAC:

•

selecting and nominating the external auditor for election by the General Meeting;-

•

being directly responsible for the supervision and compensation of the external auditor (including the resolution of any disagreement between management and the external auditor regarding financial reporting); and

•

pre-approving all auditing services, internal control-related services and non-audit services permitted under applicable statutory law, regulations and listing requirements to be performed for the Group by its external auditor.

(d)

obtaining and reviewing a report from the external auditor at least annually regarding:

•

the external auditor’s internal quality- control procedures;

•

any material issues raised by the most recent quality-control review, or peer review, of the external auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the external auditor, and any steps taken to deal with any such issues, and

•

all relationships between the external auditor and the Group.

(e)

discussing with the external auditor the results of their audits, any unusual items or disclosures contained in the audits, as revised, and request a formal written statement from the external auditor documenting such discussion.

(f)

reviewing and discussing with the external auditor a draft of its audit report.

In relation to Internal Audit

(g)

reviewing the major reports prepared by the Internal Audit to the Executive Management, and the Executive Management’s responses to such reports, including any supervision towards the remediation of open audit issues.

(h)

reviewing periodically the adequacy of the organizational structure, budget and appointment or replacement of the senior Internal Audit executives.

(i)

discussing with the CFO, as needed, the Internal Audit department’s responsibilities, staffing and any recommended changes in the planned scope of the Internal Audit.

In relation to financial reporting and internal controls

(j)

reviewing and discussing with the CEO and CFO as needed and the external auditor the Company’s and Group’s annual financial statements to consider significant financial reporting issues and judgments made in connection with the preparation of the Company’s and Group’s financial statements, including any significant changes in the Company’s or Group’s selection or application of accounting principles.

(k)

reviewing and discussing where necessary any interim reports.

(l)

reviewing and discussing with Executive Management and the external auditor their assessment of the effectiveness of the Group’s internal controls, disclosure controls and procedures for financial reporting and whether any changes are appropriate in light of such assessment.

(m)

reviewing and discussing

•

all significant deficiencies in the design or operation of internal controls which could adversely affect the Group’s ability to record, process, summarize and report financial data, including any material weaknesses in internal controls,

•

any fraud, whether or not material, that involves management or other employees who have a significant role in the Group’s internal controls, and

•

any significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.

(n)

reviewing such other matters in relation to the Group’s accounting, auditing, financial reporting and compliance with law and internal policies.

In relation to significant legal matters and regulatory risks

(o)

reviewing major issues regarding the status of the Group’s material legal matters, as well as major legislative and regulatory developments that may have significant impact on the Group and/or its financial statements.

General

(p)

annually reviewing the financial literacy of each FAC member to determine whether he/she meets the applicable legal standards, confirm the audit committee financial expert, and propose to the Board the appropriate determination and its disclosure.

(q)

annually reviewing and reassessing the adequacy of this article 4 and submit proposed changes to the Board for approval.

(r)

performing such additional tasks and responsibilities as delegated from the Board from time to time.

5.	MEETINGS AND REPORTING

(a)

The FAC shall meet at least four times per year. Additional meetings may be held and may be convened at the request of either the Board or any of its members.

(b)

FAC meetings shall be convened by the chairperson of the FAC. Meetings of the FAC will be chaired by the chairperson or, in his/her absence, by another member elected as chairperson of the day by the present members.

(c)

The FAC may invite to its meetings other Directors, Executives and such other persons as it deems appropriate to carry out its responsibilities.

(d)

Anyone with a personal interest in the matters to be discussed will be excluded from the FAC meeting.

(e)

Unless specifically stated otherwise in this Charter, the provisions of the Organizational Regulations applicable to Board meetings apply by analogy to meetings of the FAC.

(f)

The FAC shall regularly report to the Board on its deliberations and decisions. Other matters will be reported as the FAC deems appropriate.

Approved upon by the Board on August 26, 2020.

GLOBAL BLUE GROUP HOLDING AG

Charter of

The Nomination and Compensation Committee

of the Board of Directors

BASIS

This charter (the “Charter”) of Nomination and Compensation Committee (“NCC”) has been adopted as set forth in article 4.8 of the organizational regulations of the board of directors of Global Blue Group Holding AG (the “Organizational Regulations”). Unless defined otherwise herein, capitalized terms have the same meaning as in the Organizational Regulations.

2.	COMPOSITION

(a)

The NCC shall consist of at least 2 members appointed by the General Meeting, all of which shall be non-executive directors. The chairperson of the NCC shall be appointed by the Board.

(b)

The NCC shall have the authority to obtain advice and assistance from internal or external legal, accounting or other advisors.

3.	MISSION

(a)

The NCC shall support the Board concerning (i) the compensation strategy and policy, (ii) design of the compensation plans, (iii) particular compensation of the Chairman/Chairwoman, the other Directors, the CEO, and other members of Executive Management (iv) the compensation report, and (iv) other tasks in relation to compensation and benefits, as may be delegated by the Board.

(b)

The NCC shall assist the Board in (i) establishing the principles for the selection of candidates to the Board and the CEO, and (ii) the identification and selection of individuals who are qualified to become (or be re-elected as) Directors or the CEO. The NCC adheres to the nomination rights granted under the terms of the Relationship Agreement.

4.	DUTIES, RESPONSIBILITIES AND AUTHORITY

In relation to compensation and benefits

(a)

developing a compensation strategy in line with the principles described in the Articles of Association, and submitting it to the Board for approval.

(b)

supporting the Board in preparing the proposals to the General Meeting regarding the compensation of the Directors and Executives.

(c)

preparing the compensation report and submitting it to the Board for approval.

(d)

performing the tasks delegated to it in Article 19 of the Articles of Association.

(e)

proposing to the Board the contractual terms (if any) and compensation of the Directors (incl. the Chairman/Chairwoman).

(f)

together with the FAC, assessing whether the Group’s incentives for employees below Executive Management level are appropriately aligned to business performance and do not encourage excessive risk taking.

(g)

at the end of each performance period, taking into consideration the Board’s evaluation of Group performance against targets established at the beginning of the performance cycle, evaluate individual performance and recommend the amount of compensation earned by the CEO and Executive Management to the Board for approval taking into account the overall performance of the business.

(h)

periodically assessing the effectiveness of the short-term and long-term incentive plans (if adopted) in relation to the Group’s strategic objectives, values and pay-for-performance principles.

(i)

annually assessing the level of Board compensation and submit to the Board its recommendations for the compensation of Directors and of the Chairman/Chairwoman.

(j)

as directed by the Chairman/Chairwoman, overseeing communication and engagement on executive compensation matters with shareholders and their advisors, including shareholder voting on Board and Executive Management compensation, and assessing the voting results on executive compensation matters of the most recent General Meeting.

(k)

consider and approve the policy for and scope of pension arrangements operated by the Group;

(l)

annually assessing the engagement and performance of external advisors engaged by the NCC and their independence in relation to any potential conflicts of interest.

(m)

keeping abreast of regulatory and corporate governance best practice requirements regarding Board, Executive Management and other senior executive compensation; and of market trends and consideration of external factors that may influence compensation in terms of design, structure, quantum, disclosure etc.

In relation to nominations

(n)

preparing and annually reviewing succession plans for the Directors and Board Committee members including chairpersons, and the CEO, and making proposals to the Board for the election and the re-election.

(o)

with the participation of the Chairman/Chairwoman, actively seek, interview and screen individuals qualified to become a candidate for the position as a Director, for recommendation to the Board.

(p)

Assessing and recommending to the Board as to whether Directors should stand for re-election. For its assessment, the NCC considers, among other things, age limit, contributions to the Board and the Group, and ability and willingness to commit adequate time to the Board and Board Committee matters.

(q)

annually submitting to the Board a proposal concerning the determination of the independence status of the Directors and the corresponding disclosure.

General

(r)

reviewing and reassessing the adequacy of this article 4 and submit proposed changes to the Board for approval.

5.	MEETINGS AND REPORTING

(a)

The NCC shall meet at least three times per year. Additional meetings may be held and may be convened at the request of either the Board or any of its members. At least two members of the NCC must be present to have a quorum.

(b)

NCC meetings shall be convened by the chairperson of the NCC. Meetings of the NCC will be chaired by the chairperson or, in his/her absence, by another member elected as chairperson of the day by the present members.

(c)

The NCC may invite to its meetings other Directors, Executives and such other persons as it deems appropriate to carry out its responsibilities.

(d)

Unless specifically stated otherwise in this Charter, the provisions of the Organisational Regulations applicable to Board meetings apply by analogy to meetings of the NCC.

(e)

The NCC shall regularly report to the Board on its deliberations and decisions. Other matters will be reported as the NCC deem appropriate.

Approved by the Board on August 26, 2020.

Exhibit 2.4

WARRANT ASSUMPTION AGREEMENT

This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of August 28, 2020, by and among Far Point Acquisition Corporation, a Delaware corporation (the “Company”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (“New Topco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement dated as of June 11, 2018 (the “Warrant Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below));

WHEREAS, New Topco, Global Blue US Merger Sub Inc., a Delaware corporation and a wholly owned indirect subsidiary of New Topco (“Merger Sub”), and the Company are parties to that certain Agreement and Plan of Merger dated as of January 16, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into the Company, with the Company being the surviving corporation and a wholly owned indirect subsidiary of New Topco (the “Merger”);

WHEREAS, pursuant to the terms and conditions of each of the Warrant Agreement and the Merger Agreement, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger and without any action on the part of any holder of FPAC Warrants, each FPAC Warrant that is outstanding immediately prior to the Effective Time shall be assumed by New Topco and will automatically and irrevocably be modified to provide that such FPAC Warrant shall no longer entitle the holder thereof to purchase the amount of share(s) of FPAC Common Stock set forth therein and in substitution therefor such FPAC Warrant shall entitle the holder thereof to acquire such number of New Topco Shares per FPAC Warrant, subject to adjustments as provided in the Warrant Agreement, that such holder would have received pursuant to the terms and conditions of the Warrant Agreement if the FPAC Warrant had been exercised immediately prior to the Transactions; and

WHEREAS, as a result of this Warrant Assumption Agreement, each FPAC Warrant will be exchanged for a warrant to purchase New Topco Shares pursuant to the terms and conditions of the Warrant Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, New Topco and the Warrant Agent hereby agree as follows:

1. Assignment and Assumption.

(a) Upon and subject to the occurrence of the Effective Time, the Company hereby assigns, and New Topco hereby assumes, the rights and obligations of the Company under the Warrant Agreement and the FPAC Warrants, including the obligation to issue New Topco Shares upon the exercise of the FPAC Warrants, and New Topco hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of the Company under the Warrant Agreement and the FPAC Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Effective Time, each FPAC Warrant will be exchanged for a warrant to purchase New Topco Shares pursuant to the terms and conditions of the Warrant Agreement.

(b) New Topco acknowledges and agrees that, subject to the terms of the Warrant Agreement, the FPAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the FPAC Warrants shall continue in full force and effect and that all of the Company’s obligations thereunder shall be valid and enforceable as against New Topco upon consummation of the Merger and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement.

(c) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it.

(d) Notwithstanding the arbitration provision set forth in New Topco’s Articles of Association, the choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Warrant Assumption Agreement shall continue to govern the rights and obligations of the Parties to the Warrant Agreement and this Warrant Assumption Agreement in all respects. New Topco hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Warrant Assumption Agreement.

2. Miscellaneous.

(a) Governing Law and Jurisdiction. The validity, interpretation, and performance of this Warrant Assumption Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. New Topco hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Assumption Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. New Topco hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon New Topco may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to CT Corporation at the address set forth below:

CT Corporation System

28 Liberty Street

New York, New York 10005

With a copy to:

Global Blue Group Holding AG

Zürichstrasse 38

8306 Brüttisellen, Switzerland

Attn: Jeremy Henderson-Ross

E-mail: jhendersonross@globalblue.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

or to such other address or addresses as the parties may from time to time designate in writing. New Topco herewith irrevocably appoints CT Corporation as its agent for service of process in relation to this Warrant Assumption Agreement or the Warrant Agreement.

(b) Binding Effect. This Warrant Assumption Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.

(c) Entire Agreement. This Warrant Assumption Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Warrant Assumption Agreement, provisions of the Warrant Agreement which are not inconsistent with this Warrant Assumption Agreement shall remain in full force and effect. This Warrant Assumption Agreement may be executed in counterparts.

(d) Severability. This Warrant Assumption Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Assumption Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Warrant Assumption Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

(e) Amendment. This Warrant Assumption Agreement may not be amended, except by an instrument in writing signed by each party hereto.

(f) Termination. If the Merger Agreement is terminated in accordance with its terms before the Effective Time, this Warrant Assumption Agreement shall immediately terminate and cease to be any force or effect, without any liability on the part of any party hereto, as if this Warrant Assumption Agreement had not been executed and delivered.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Warrant Assumption Agreement as of the date first written above.


GLOBAL BLUE GROUP HOLDING AG

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

[Signature Page to Warrant Assumption Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Warrant Assumption Agreement as of the date first written above.


FAR POINT ACQUISITION CORPORATION

By:	/s/ Thomas W. Farley
	Name:	Thomas W. Farley
	Title:	Chairman, Chief Executive Officer and President

[Signature Page to Warrant Assumption Agreement]


Contiental stock Transfer & Trust Company

By:		/s/ Isaac J. Kagaw
Name:		Isaac J. Kagaw
Title:		Vice President

[Signature Page to Warrant Assumption Agreement]

Exhibit 4.4

DATED AUGUST 28, 2020

between

GLOBAL BLUE GROUP HOLDING AG

and

SL GLOBETROTTER L.P.

RELATIONSHIP AGREEMENT

THIS RELATIONSHIP AGREEMENT (the “Agreement”) is made on August 28, 2020

BETWEEN:

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

(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”).

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 or around the date hereof (the “Merger Agreement”), the Company will own the business known as ‘Global Blue’ and the Common Shares (as defined below) of the Company will be listed on the New York Stock Exchange (the “Exchange”).

(B)	Following Closing, the SL Institutional Shareholder will own certain Company Securities.

(C)

The Parties 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 Parties 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.

(D)

The Parties, as the sole parties to the Original RA as amended, have agreed to enter into this amended and restated agreement to regulate the relationship between them and to govern the exercise by the SL Institutional Shareholder of its rights in respect of the Company and to amend and restate the Original 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 SL Institutional Shareholder in accordance with Clause 3.2.12;

“Ant Institutional Shareholder” means Antfin (Hong Kong) Holding Limited;

“Articles” means the articles of association of the Company as amended from time to time in accordance with the Board Rules;

“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 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 common 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 SL Institutional Shareholder’s Group prior to its receipt from the Global Blue Group (other than through a breach of Clause 5 of this Agreement);

(ii)

was or is independently developed by any member of the SL 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 SL Institutional Shareholder’s Group; or

(iv)

is or becomes available to any member of the SL Institutional Shareholder’s Group from a source other than the Global Blue Group in circumstances where any member of the SL 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 9.9 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 5.1 of this Agreement;

“Institutional Shareholder Board Member” means a member of the Board designated by the SL Institutional Shareholder in accordance with Clause 3.2.1 or 3.2.2;

“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 in accordance with Clause 3.2.1;

“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; and

(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.

2.	CONDITIONALITY

2.1	Subject to Clause 2.3, this Agreement is conditional upon Closing occurring in accordance with the terms of the Merger Agreement and shall become effective upon Closing and shall thereafter continue to be effective until terminated in accordance with Clause 7 (Termination).

2.2	In the event that the Merger Agreement is terminated without Closing occurring, this Agreement shall cease and be of no further effect.

2.3	This Clause 2.3 takes effect immediately notwithstanding Clause 2.1 and the Parties agree that this Agreement supersedes in its entirety the Original RA.

BOARD

3.1

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 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.

3.2	Subject to Clause 3.6:

3.2.1

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

3.2.2

the SL Institutional Shareholder shall have the right to designate an additional one person for nomination by the Board at or prior to Closing as the Ant Board Member,

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.

3.3

If, and at any time, the SL Institutional Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 3.2, the Company shall, following the assessment by the Board pursuant to the preceding paragraph, procure that the Board nominates the person designated by the SL Institutional Shareholder for election as a Board Member and to use reasonable efforts to procure the election of the person designated by the SL Institutional Shareholder to the Board at each relevant General Meeting, including by soliciting the vote of the Shareholders 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.

3.4	If, and at any time, the SL Institutional Shareholder has the right to designate a representative for nomination by the Board as a Board Member pursuant to Clause 3.2:

(i)

in the case of (i) the removal, resignation, retirement, death or disability of its relevant Board Member or (ii) the failure of the person designated by the SL Institutional Shareholder to be nominated for election to the Board at any General Meeting, the SL 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 the SL 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.

Until the Institutional Shareholder Board Member is elected, the SL 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 the SL Institutional Shareholder had the right to designate a Board Member to such committee) and, as an observer, the SL Institutional Shareholder’s representative shall (i) be entitled to participate, without voting rights, in all (x) Board and (y) committee (only to the extent the SL 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 3.7 applied but subject to any directions or restrictions determined by the Board from time to time.

3.5

If, and at any time, the SL Institutional Shareholder has the right to nominate a representative to the Board pursuant to Clause 3.2, the SL 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.

3.6	The SL Institutional Shareholder’s right under Clause 3.2.1 to designate for nomination by the Board persons as SL Board Members, and to propose replacements for SL Board Members, shall be varied in accordance with the following provisions:

3.6.1

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;

3.6.2

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 3.6.2 will only apply from the expiry of two years following Closing; and

3.6.3

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 3.6.3 will only apply from the expiry of two years following Closing.

3.7

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, and (ii) subject to Clause 5, 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 SL Institutional Shareholder’s Group, provided that any such information so communicated shall be subject to Clauses 5.6 and 5.7.

3.8

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.

3.9

Each Institutional Shareholder Board Member and any observer appointed pursuant to Clause 3.4 will be covered by: (a) (irrespective of any separate insurance arranged by the SL Institutional Shareholder’s Group) the Company’s directors’ and officers’ liability insurance 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 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, the Company’s indemnity policy any other relevant policy of insurance or other policy will remain at all times available to the SL Institutional Shareholder from the Company on request.

3.10	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.

4.	BOARD COMMITTEES

4.1

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.

4.2

The Company and the SL 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 3. 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.

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

5.	INFORMATION SHARING

5.1

The Company shall provide or procure that the SL 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 the SL Institutional Shareholder’s Group 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 the SL 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 the SL Institutional Shareholder’s Group.

5.2

Without prejudice to the generality of Clause 5.1 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 SL 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 SL Institutional Shareholder’s Group holds at least 10% of the Voting Shares (from time to time).

5.3	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 the SL Institutional Shareholder’s consent to the contrary).

5.4

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.

5.5

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.

5.6

The SL Institutional Shareholder shall procure that all Information provided to it or to any member of its Institutional Shareholder Group pursuant to Clause 3.7, Clause 4.2 or Clause 5.1 shall be treated as Confidential Information and shall be used in accordance with applicable laws and regulations.

5.7

The SL 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 3.4 or any adviser appointed by it pursuant to Clause 4.2 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 the SL 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 an any member of the SL 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 the SL 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.

6.	RELATIONSHIP BETWEEN THE PARTIES

6.1

The Company and the SL Institutional Shareholder undertake that transactions and relationships between a member of the SL Institutional Shareholder’s Group and a member of the Global Blue Group and any agreements or arrangements between a member of the SL 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.

6.2

The SL Institutional Shareholder undertakes that the voting rights attached to the Voting Shares directly or indirectly held by it (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.

6.3

The SL Institutional Shareholder undertakes that the voting rights attached to the Voting Shares held directly or indirectly by it (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 the SL 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.

7.	TERMINATION

7.1	This Agreement shall terminate with immediate effect upon the earlier of:

(i)

the SL Institutional Shareholder’s Group ceasing to own or control, directly or indirectly, any Company Securities;

(ii)

upon mutual written consent of the Parties; and

(iii)

upon the expiry of the period of 25 years from the date of Closing.

7.2	The SL 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 Company passes a resolution for its winding up 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.

7.3

After termination of this Agreement, all rights and obligations of the Parties under this Agreement shall end except for this Clause 7 and Clauses 1 (Definitions and Interpretations), 5 (Information Sharing), provided that Clauses 5.1 and 5.2 shall only remain effective with respect to any reporting period during which the SL Institutional Shareholder’s Group held Voting Shares, 9.8 (Governing Law) and 9.9 (Dispute Resolution) which will remain in full force and effect.

8.	BUSINESS OPPORTUNITIES

8.1

Subject to Clauses 5.6, 5.7 and 8.2, each member of the SL 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 the SL 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 the SL 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.

8.2

Notwithstanding anything in this Clause 8 to the contrary, the SL Institutional Shareholder agrees, for itself and on behalf of each member of the SL 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 the SL Institutional Shareholder or any member of the SL Institutional Shareholder’s Group pursuant to this Agreement other than for the purpose of exercising the SL Institutional Shareholder’s rights or monitoring its interests as a shareholder or otherwise as permitted by Clause 5.7.

9.	GENERAL PROVISIONS

9.1

Scope

Except as provided elsewhere in this Agreement, none of the provisions of this Agreement shall in any way limit (and the SL Institutional Shareholder will not have any liability or obligations as a result of) the activities of any member of the SL Institutional Shareholder’s Group (excluding the SL Institutional Shareholder and any member of SL Institutional Shareholder Board Member, persons appointed as observers or advisers in accordance with Clauses 3.4 or 4.2 or persons receiving Confidential Information) or as provided in Clause 8 or the activities of any portfolio company of any affiliate of any member of the SL Institutional Shareholder’s Group.

9.2	No recourse

(i)

The parties hereby acknowledge and agree that the Ant Board Member is not an employee, agent or representative of the SL Institutional Shareholder nor acting on behalf of the SL Institutional Shareholder in any capacity. No information received by the Ant Board Member will be imputed to the SL Institutional Shareholder and the SL Institutional Shareholder will not be liable for any act taken by the Ant Board Member.

(ii)

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 the SL Institutional Shareholder, for itself and on behalf of each person referred to in this Clause 9.2(ii), 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 member of the SL Institutional Shareholder’s Group (other than the SL Institutional Shareholder) or any current or future director, officer, employee, representative, general or limited partner of any member of the SL 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 the SL Institutional Shareholder’s Group or any limited partnership or fund advised by a member of the SL Institutional Shareholder’s Group or assignee thereof or any investor in such limited partnership or fund, as such, for any obligation of the SL 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. The SL Institutional Shareholder shall be entitled to enforce the provisions of this Clause 9.2(ii) against the Company on behalf of each other person referred to in this Clause 9.2(ii). The provisions of this Clause 9.2(ii) are without prejudice to any right of action the Company may have against an Institutional Shareholder Board Member or the Ant 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 3.4 or 4.2 or persons receiving Confidential Information and in each case are without prejudice to the terms of any other agreements made with any relevant parties.

9.3	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.

9.4

Amendment

This Agreement may only be amended by mutual agreement in writing.

9.5	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 interdealer 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.

9.6	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.

9.7

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

9.8	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).

9.9	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 9.9 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/ Marcel Erni

By: Marcel Erni

Tilte: Director

[Signature Page to Relationship Agreement - 2(yy)]

SL GLOBETROTTER L.P.

acting by its general partner

SL GLOBETROTTER GP, LTD.

/s/ Joseph Osnoss

By: Joseph Osnoss

Title: Director

[Signature Page to Relationship Agreement - 2(yy)]

SCHEDULE 1 (DEED OF ACCESSION)

THIS DEED is made on [●]

BETWEEN:

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

(2)	[●] (the “Assigning Shareholder”); and

(3)	[●] (the “Acceding Company”).

WHEREAS:

(A)	The Company and the SL Institutional Shareholder are parties to a relationship agreement dated August [●], 2020 (the “Relationship Agreement”).

(B)	The Acceding Company has or will become a shareholder of the Company and wishes to enter into this deed pursuant to Clause 9.5 of the Relationship Agreement.

THIS DEED WITNESSES as follows:

Capitalised terms used in this Deed shall have the meanings ascribed to them in the Relationship Agreement, unless otherwise defined in this Deed.

The Acceding Company confirms that it has been provided with a copy of the Relationship Agreement.

The Acceding Company hereby undertakes to comply with the provisions of, and to perform all the obligations in, the Relationship Agreement in so far as they are to be observed and performed by the Assigning Shareholder. The Company and the Assigning Shareholder agree that the Acceding Company will be entitled to all the rights and benefits and be subject to all the obligations of the Assigning Shareholder under the Relationship Agreement.

This Deed 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).

[remainder of the page intentionally left blank]

IN WITNESS WHEREOF this Deed has been signed on [date],

[ASSIGNING SHAREHOLDER]

By:

Title:

[ACCEDING COMPANY]

By:

Title:

For acceptance and agreement:

GLOBAL BLUE GROUP HOLDING AG

By:

Title:

Exhibit 4.5

DIRECTOR AGREEMENT

Eric Meurice

31 August 2020

Dear Eric

This agreement sets out the terms under which Global Blue Group Holding AG, a company incorporated in Switzerland with registered number CHE-442.546.212 with its registered office in Wangen-Brüttisellen, Switzerland (the “Company”) appoints you to act as a non-executive director on the board of directors of the Company (the “Board”) (the “Appointment”).

1.	APPOINTMENT

1.1

The Appointment shall commence upon the Merger Effective Time (as defined in the Agreement and Plan of Merger between, inter alia, the Company, S.L. Globetrotter L.P., Far Point Acquisition Corporation and certain members of management dated 16 January 2020) (the “Effective Date”). The Appointment shall continue, subject always to the provisions of Clauses 1.2, 1.4 and 6.1 below, until terminated in accordance with this agreement and/or Swiss law. On the date of this agreement, you shall deliver to the Company a signed acceptance of appointment form in respect of the Appointment and thereafter such other documentation as may be required to formalise the Appointment as a matter of Swiss law.

1.2

This agreement is subject to the articles of association and the business rules of the Company, as adopted and/or amended from time to time (the “Articles and Business Rules”), the Swiss Code of Obligations (the “Code”), the Swiss Ordinance against Excessive Compensation in Listed Companies and other laws and regulations that apply to the Company from time to time. Nothing in this agreement shall be taken to exclude or vary the terms of the Articles and Business Rules as they apply to you as a director of the Company. In the event of a conflict between the terms of this agreement and the terms of the Articles and Business Rules, the terms of the Articles and Business Rules shall apply.

1.3

You shall comply with the rules, regulations and/or requirements of any regulatory body which regulates the business carried out by the Company or any of its direct or indirect subsidiaries from time to time (the “Group”), including listing authorities and other regulatory authorities with whose rules, regulations and/or requirements the Group must comply. By accepting this Appointment, you confirm that you are not subject to any restrictions which prevent you from holding office as a director of the Company. In addition, you agree to comply with any insider trading policy and/or code of conduct of the Company as is in place from time to time.

1.4	The Appointment shall be subject to and conditional upon your election and subsequent annual re-election by the shareholders of the Company at an annual general meeting in accordance with Swiss law.

2.	DUTIES

2.1

By accepting this Appointment, you confirm you are able to allocate sufficient time to discharge your responsibilities and duties as contemplated by Swiss law and this agreement effectively. You warrant that you have declared any conflicts that are apparent at present. If you become aware of any potential conflicts of interest, these should be disclosed to the Board as soon as you become aware of them.

2.2	In connection with the Appointment, you agree that you shall join, serve and contribute as a member of the Finance & Audit Committee of the Company and as a member of any other committee notified in writing to you by the Company.

2.3	Your membership of the committees referred to in Clause 2.2 above shall, at all times and in all respects, be subject to the Articles and Business Rules, the Code and other laws and regulations that apply to the Company from time to time.

3.	EQUITY GRANTS

3.1	For the purposes of this Clause 3, the following terms shall have the following meanings:

(a)

“Award Certificate” means, in respect of each RSA granted to you pursuant to this Clause 3, a certificate setting out the terms of such RSA;

(b)

“Conversion Rate” means the average of the spot exchange rate as at 5:00 pm, New York time, on the five (5) trading days ending the trading day before the Grant Date, as published by Bloomberg (through its EURUSD CURNCY function), or any other rate as agreed in writing between you and the Company;

(c)

“Grant Date” means, in respect of each RSA granted to you pursuant to this Clause 3, the date on which such RSA is granted;

(d)

“Market Value” means, on each Grant Date, an amount equal to the average mid-market price of the Shares in the period that is twenty (20) trading days prior to such Grant Date;

(e)

“MIP” means the management incentive plan to be adopted by the Company on or around the Effective Date;

(f)

“MIP Document” means the plan document governing the MIP; and

(g)

“Shares” means the common shares in the Company.

3.2

On the Effective Date (and on the date falling every three years thereafter) and provided that at that time you are still a director of the Company having been re-elected in accordance with Clause 1.4, you shall be granted a restricted stock award (“RSA”) under the MIP with a value of €80,000 (converted to US$ at the Conversion Rate) based on the Market Value of the Shares on the relevant Grant Date (provided that the Market Value for the first RSA granted to you shall be deemed to be US$10 per Share). To the extent that the calculation of the total number of Shares subject to any RSA (as set out in this paragraph) results in a fraction of a Share, the number of Shares subject to such RSA shall be rounded down to the nearest whole number and the Fees payable to you in the relevant year pursuant to Clause 4.1 below shall be increased by an amount equal to the Market Value of that fraction of a Share.

3.3	The following specific terms shall apply to each RSA granted to you pursuant to Clause 3.1, and shall be reflected in each Award Certificate:

(a)

the vesting schedule in Rule 4 of the MIP shall be amended so that one third of such RSA shall vest on each of the first, second and third anniversaries of the Grant Date;

(b)

Rules 9.1 and 9.2 of the MIP Document shall be deleted in their entirety and replaced with the following:

“If an Award Holder ceases to be an Employee due to:

personal incapacity due to ill-health or disability (other than as a result of alcohol or drug dependency);

termination by the Company or its shareholders, other than in circumstances where such termination is due to or preceded by any form of misconduct (in the sole opinion of the Company or its shareholders);

the Employer Company ceasing to be a Group Company; or

death,

any unvested Tranches or portions of Tranches of the Award shall continue to Vest (in the case of the Award Holder’s death, in the Award Holder’s personal representatives) per the vesting schedule set out in Rule 4.1 (as amended by this Award Certificate)”; and

(c)

Rules 16.2(c) and 16.4(a) of the MIP Document shall be deleted in their entirety and shall not apply to you.

3.4	Save as otherwise set out in this Clause 3, each RSA shall be governed by the MIP Document. Each RSA issued to you and any Shares issued and/or transferred pursuant to an RSA will be held by you subject to the terms of the Articles and Business Rules and any applicable laws.

3.5

The RSA shall form part of your compensation as director of the Company. Notwithstanding anything to the contrary herein, the value and grant of any RSA shall be subject to and conditional upon prior approval by the general meeting of shareholders of the Company of the aggregate board compensation for the respective term of office.

4.	CASH COMPENSATION

4.1

Subject to approval in accordance with Clause 4.5, you shall be paid a total fee of €80,000 per annum (less any applicable tax, social security or other deductions payable in respect of the €80,000 fee or any RSA granted in accordance with Clause 3) (the “Fees”) payable by or on behalf of the Company annually in respect of the Appointment.

4.2	If the Appointment terminates for any reason, the amount of Fees paid under Clause 4.1 shall be pro-rated to reflect the length of the Appointment in the relevant year.

4.3

Other than as expressly set out in this agreement, you are not entitled to receive any other benefits from the Company, and, upon the termination of the Appointment, you shall not be entitled to receive any payment or other benefit by way of compensation for loss of office, damages or otherwise, other than as provided for in Clauses 4.1 and 4.4.

4.4	The Company shall reimburse you for all reasonable, documented, out-of-pocket expenses necessarily and wholly incurred by you in the proper performance of your duties subject to you providing the Company with such receipts and other evidence of expenses as the Company may reasonably require.

4.5	The level and payment of Fees shall be subject to and conditional upon prior approval by the general meeting of shareholders of the Company of the aggregate board compensation for the respective term of office.

5.	INTELLECTUAL PROPERTY

5.1

You hereby assign to the Company all existing and future intellectual property rights (including, without limitation, patents, copyright and related rights) and inventions arising from your duties to the Company. You agree to execute promptly all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this Clause 5.

5.2

You hereby waive all of your moral rights in respect of any acts of the Company or any acts of third parties done with the Company’s authority in relation to any intellectual property which is the property of the Company. You irrevocably appoint the Company to be your agent in your name and on your behalf to execute documents, use your name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this Clause 5. A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this agreement shall be conclusive evidence that such is the case so far as any third party is concerned.

5.3	You shall not be entitled to any remuneration (other than the Fees referred to above) in relation to the assignment or transfer of rights under this Clause 5.

6.	TERMINATION OF APPOINTMENT

6.1	This agreement may be terminated by either party at any time with immediate effect and without cause, in accordance with Article 404 of the Code.

6.2	The Appointment and your office as director;

(a)

shall expire and terminate with immediate effect following any annual general shareholders meeting of the Company at which your re-election is not approved;

(b)

may be terminated by you at any time by resigning, in accordance with Article 404 of the Code;

(c)

may be terminated by a resolution of the shareholders of the Company at any time with immediate effect and without cause, in accordance with Article 705 of the Code; and

(d)

may be suspended by the Company at any time with immediate effect and without cause, provided that the Company immediately calls for an extraordinary meeting of the shareholders, in accordance with Article 726 of the Code.

6.3	Upon termination of this agreement in accordance with Clause 6.1, you agree to resign from your office as a director of the Company as soon as practicable following such termination.

6.4

When the Appointment ceases, or at any time on the request of the Board, you shall immediately return all documents and other property belonging to the Company or the Group which may be in your possession or under your control, and you undertake to return to the Company all such documents that may come into your possession in the future.

6.5	Clause 7.1 to 7.3 (inclusive) shall survive termination of this agreement.

7.	NON-COMPETE AND CONFIDENTIALITY

7.1

In consideration of the Fees and any RSA received under this agreement, you agree that at any time during the Appointment, and for a period of one year following the termination of the Appointment for any reason, you shall not, save with the prior written consent of the Board, assume any role for, with or in connection with any business which competes or is in competition with the Company or the Group, whether as a director, partner, employee, consultant or in any other capacity whatsoever.

7.2

You shall not (save in the proper course of your duties, as required by law or as authorised by the Company) use, disclose or communicate to any person (and shall use your best endeavours to prevent the use, disclosure or communication of) any trade or business secrets or confidential information of or relating to the Company or the Group (including but not limited to details of actual or potential customers, customer identity, employees, directors, consultants, suppliers, licensors, licensees, agents, distributors, designs, existing and planned product lines, product applications, technology underlying its products or services, trade arrangements, terms of business, customer requirements, customer lists, operating systems, sales and revenue information, marketing information or strategies, manufacturing processes, software, computer systems, source codes, disputes, commission or bonus arrangements, pricing and fee arrangements and structures, price lists, business plans, financial information, business transactions, prospective business transactions, inventions, research and development activities, personal or sensitive personal data and anything marked or otherwise treated as confidential) which you create, develop, receive or obtain in connection with the Appointment and shall not use to the detriment of the Company or the Group any information relating to the Company or the Group. The restrictions in this Clause 7.2 shall continue to apply after the termination of the Appointment howsoever arising without limit in time. In addition, you shall continue to be subject to any applicable insider trading or market abuse legislation.

7.3

Reference to confidential information in this Clause 7 shall not include information which is in the public domain at the time of its disclosure or which comes into the public domain after its disclosure otherwise than by reason of a breach of this agreement (and in such a case shall become non-confidential from the time that the information comes into the public domain), information which was already demonstrably known to the receiving party at the date of disclosure and had not been received in confidence from the Company or information which is required to be disclosed as a matter of law provided that, to the extent not prohibited by law, you shall notify and consult with the Company prior to making such disclosure. It shall include information in the public domain for so long as you are in a position to use such information more readily than others who have not worked for the Company.

8.	INDEMNIFICATION AND INSURANCE

8.1

The indemnification policy adopted by the Board (the “Indemnification Policy”) shall apply to you from the Effective Date, with respect to the Appointment. You shall also be entitled to be covered by the Company’s D&O insurance policy if, and to the extent that, it has elected to have one in place from time to time.

9.	MISCELLANEOUS

9.1

This agreement (together with any other agreements referred to in it) contains the entire understanding between the parties and supersedes all (if any) other subsisting agreements, arrangements and understandings (written or oral) relating to your Appointment as a non-executive director of the Company and all such other agreements, arrangements and understandings shall be deemed to have been entirely replaced by this agreement by mutual consent. You warrant that you have not entered into this agreement in reliance on any warranty, representation or undertaking of any nature whatsoever which is not expressly contained in or specifically incorporated in this agreement. Any amendments to this agreement shall only be valid if set out in writing and signed by the parties.

9.2

This agreement and all matters (including, without limitation, any contractual or non-contractual obligations) arising from or connected with it are governed by, and will be construed in accordance with, Swiss law and the Swiss courts at the domicile of the Company shall have non-exclusive jurisdiction to settle all disputes arising in connection with any such matters.

This	agreement has been executed on the date first above written.

SIGNED by


/s/ Marcel Erni		Dated: 31 August 2020

for and on behalf of

GLOBAL BLUE GROUP HOLDING AG

SIGNED by


/s/ Erice Meurice		Dated: 31 August 2020

ERIC MEURICE

Exhibit 4.6

DIRECTOR AGREEMENT

Eric Strutz

31 August 2020

Dear Eric

1.	APPOINTMENT

1.1

1.2

1.3

1.4	The Appointment shall be subject to and conditional upon your election and subsequent annual re-election by the shareholders of the Company at an annual general meeting in accordance with Swiss law.

2.	DUTIES

2.1

2.2	In connection with the Appointment, you agree that you shall join, serve and contribute as the chair of the Finance & Audit Committee of the Company and as a member of any other committee notified in writing to you by the Company.

2.3	Your membership of the committees referred to in Clause 2.2 above shall, at all times and in all respects, be subject to the Articles and Business Rules, the Code and other laws and regulations that apply to the Company from time to time.

3.	EQUITY GRANTS

3.1	For the purposes of this Clause 3, the following terms shall have the following meanings:

(a)

“Award Certificate” means, in respect of each RSA granted to you pursuant to this Clause 3, a certificate setting out the terms of such RSA;

(b)

(c)

“Grant Date” means, in respect of each RSA granted to you pursuant to this Clause 3, the date on which such RSA is granted;

(d)

“Market Value” means, on each Grant Date, an amount equal to the average mid-market price of the Shares in the period that is twenty (20) trading days prior to such Grant Date;

(e)

“MIP” means the management incentive plan to be adopted by the Company on or around the Effective Date;

(f)

“MIP Document” means the plan document governing the MIP; and

(g)

“Shares” means the common shares in the Company.

3.2

3.3	The following specific terms shall apply to each RSA granted to you pursuant to Clause 3.1, and shall be reflected in each Award Certificate:

(a)

the vesting schedule in Rule 4 of the MIP shall be amended so that one third of such RSA shall vest on each of the first, second and third anniversaries of the Grant Date;

(b)

Rules 9.1 and 9.2 of the MIP Document shall be deleted in their entirety and replaced with the following:

“If an Award Holder ceases to be an Employee due to:

personal incapacity due to ill-health or disability (other than as a result of alcohol or drug dependency);

the Employer Company ceasing to be a Group Company; or

death,

(c)

Rules 16.2(c) and 16.4(a) of the MIP Document shall be deleted in their entirety and shall not apply to you.

3.4	Save as otherwise set out in this Clause 3, each RSA shall be governed by the MIP Document. Each RSA issued to you and any Shares issued and/or transferred pursuant to an RSA will be held by you subject to the terms of the Articles and Business Rules and any applicable laws.

3.5

4.	CASH COMPENSATION

4.1

4.2	If the Appointment terminates for any reason, the amount of Fees paid under Clause 4.1 shall be pro-rated to reflect the length of the Appointment in the relevant year.

4.3

4.4	The Company shall reimburse you for all reasonable, documented, out-of-pocket expenses necessarily and wholly incurred by you in the proper performance of your duties subject to you providing the Company with such receipts and other evidence of expenses as the Company may reasonably require.

4.5	The level and payment of Fees shall be subject to and conditional upon prior approval by the general meeting of shareholders of the Company of the aggregate board compensation for the respective term of office.

5.	INTELLECTUAL PROPERTY

5.1

5.2

5.3	You shall not be entitled to any remuneration (other than the Fees referred to above) in relation to the assignment or transfer of rights under this Clause 5.

6.	TERMINATION OF APPOINTMENT

6.1	This agreement may be terminated by either party at any time with immediate effect and without cause, in accordance with Article 404 of the Code.

6.2	The Appointment and your office as director;

(a)

shall expire and terminate with immediate effect following any annual general shareholders meeting of the Company at which your re-election is not approved;

(b)

may be terminated by you at any time by resigning, in accordance with Article 404 of the Code;

(c)

may be terminated by a resolution of the shareholders of the Company at any time with immediate effect and without cause, in accordance with Article 705 of the Code; and

(d)

6.3	Upon termination of this agreement in accordance with Clause 6.1, you agree to resign from your office as a director of the Company as soon as practicable following such termination.

6.4

6.5	Clause 7.1 to 7.3 (inclusive) shall survive termination of this agreement.

7.	NON-COMPETE AND CONFIDENTIALITY

7.1

7.2

7.3

8.	INDEMNIFICATION AND INSURANCE

8.1

9.	MISCELLANEOUS

9.1

9.2

This agreement has been executed on the date first above written.

SIGNED by


/s/ Marcel Erni		Dated: 31 August 2020
for and on behalf of

GLOBAL BLUE GROUP HOLDING AG


SIGNED by

/s/ Eric Strutz		Dated: 27 August 2020

ERIC STRUTZ

Exhibit 4.7

CONVERSION AGREEMENT

This CONVERSION AGREEMENT (this “Agreement”) is dated as of 28 August 2020 by and between (i) Global Blue Group Holding AG, a Swiss corporation (the “Company”), (ii) Global Blue Holding LP, 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”), (iii) 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 under number 95120 (the “SL Shareholder” and, together with the PG Shareholder, the “SL/PG Shareholders”) and (iv) the several persons whose names and addresses are set out in each of his/her respective joinder agreements in a form substantively the same as that set out in Schedule 1 (each a “Manager” and, together, the “Managers”, and together with the SL/PG Shareholders, the “Holders”).

RECITALS:

WHEREAS, following the closing of a merger agreement (the “Merger Agreement”) by and among, inter alia, the Company and the Seller Parties (as defined therein), entered into on or around the date hereof, the Company will own the business known as ‘Global Blue’ and the Common Shares (as defined below) of the Company will be listed on the New York Stock Exchange (the “Exchange”).

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Company will issue certain Common Shares and Series A Preferred Shares (as defined below) to certain shareholders of the Company (including the Holders);

WHEREAS, the Holders may receive a preferred dividend (the “Preferred Dividend”) in accordance with the articles of association of the Company, as amended from time to time (the “Articles”); and

WHEREAS, the Company and the Holders desire to provide for the issuance and delivery of Common Shares in exchange for Series A Preferred Shares from the Holders in accordance with the terms and conditions herein.

WHEREAS, it is the Company’s intention that Series A Preferred Shares acquired by the Company from the Holders pursuant to the terms of this Agreement are subsequently cancelled in accordance with Swiss law.

NOW, THEREFORE, in consideration of their mutual promises and agreements, the parties agree as follows:

AGREEMENT

1. Defined Terms

1.1 Certain capitalized terms are used in this Agreement with the meanings set forth below in this Clause 1:

“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 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 any of their respective Affiliates.

“Articles” has the meaning set forth in the Recitals.

“As-Converted Basis” means a calculation of the Series A Preferred Shares owned by the Holders assuming that all outstanding Series A Preferred Shares that are exchangeable for Common Shares in accordance with the Conversion Ratio pursuant to this Agreement are so exchanged (and, for the avoidance of doubt, without giving effect to any contractual or other limitation on the exchange of such Series A Preferred Shares that may be in effect from time to time).

“Business Day” means the days on which commercial banks are generally open for business in both Zurich and in New York.

“Closing” means the Closing as defined in the Merger Agreement.

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

“Common Shares” means the registered common 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.

“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 Ratio” means the exchange of Series A Preferred Shares for Common Shares on a one-for-one basis, subject to any adjustments pursuant to Clause 11.

“Effective Time” means any of the Put Effective Time, Call Effective Time, Redemption Effective Time and the date of a Call Transfer Notice, as the case may be.

“Exchange” has the meaning set forth in the Recitals.

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

“Governmental Entity” shall mean any national, federal, state, or local, domestic or foreign, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal or judicial body in Switzerland, the United States or elsewhere.

“Indebtedness” means (a) the unpaid principal and accrued interest with respect to the indebtedness of the Group for borrowed money (excluding intercompany balances), (b) all obligations of any member of the Group evidenced by bonds, notes, debentures or similar debt instruments and (c) all obligations under leases required to be capitalized in accordance with IFRS, in each case as determined in a manner consistent with the Company Audited Financial Statements (as defined in the Merger Agreement).

“Indebtedness Ratio” shall mean an amount equal to (i) Indebtedness divided by (ii) EBITDA (as set forth in the most recent audited financial statements of the Company from time to time).

“Management Representative” means the person designated as the “Management Representative” in accordance with the Management Shareholders Agreement.

“Management Shareholders Agreement” means the management shareholders agreement dated on or around the date hereof by and among the SL/PG Shareholders, the Managers and the Company.

“Merger Agreement” has the meaning set forth in the Recitals.

“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 any individual, company, corporation, firm, partnership, limited liability company, trust or any other business, entity or person, whether or not recognized as constituting a separate legal entity.

“Preferred Dividend” has the meaning set forth in the Recitals.

“Preferred Holder Majority” has the meaning set forth in Clause 6.1.

“Registration Rights Agreement” means the registration rights agreement dated on or around the date hereof by and among the Company, Global Blue Holding LP, SL Globetrotter, L.P., Far Point LLC, Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P. and Third Point Enhanced L.P..

“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.

“Shareholder Re-Authorization” has the meaning set forth in Clause 4.

“Shareholders Agreement” means the shareholders agreement dated on or around the date hereof by and among SL Globetrotter, L.P., Global Blue Holding LP and Far Point LLC (among other Shareholders as defined therein).

“Silver Lake” means SL Globetrotter L.P., a limited partnership formed in the Cayman Islands with its registered office at Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

“Trading Day” means any day on which the Common Shares are actually traded on the principal securities exchange or securities market on which the Common Shares are then traded.

“Transfer Notice” means any of the Put Transfer Notice, Call Transfer Notice and the Redemption Notice, as the case may be.

“Value” means the value of a security based on its VWAP for the 30 trading days prior to the Effective Time.

“VWAP” means, for any security as of any date(s), the daily dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (with “Market” function set to “VWAP”, “Currency” function set to “USD”, and “Period” function set to “Daily”; the resulting VWAP is shown next to the “Average” label).

2. Conditionality

2.1 This Agreement is conditional upon Closing occurring and shall become effective upon Closing and shall thereafter continue to be effective until terminated in accordance with Clause 16.

2.2 If the Merger Agreement is terminated in accordance with its terms without Closing occurring, this Agreement shall terminate and be of no further effect.

3. Maintenance of Treasury Shares.

The Company agrees that from and after the date of this Agreement it will, subject to all applicable laws and regulations, use reasonable best efforts to take all actions required to maintain and reserve at all times a number of Common Shares in the Company’s treasury (from time to time) (“Treasury Shares”) sufficient from time to time to permit the issuance and delivery of such number of Common Shares as may be required to satisfy the transactions contemplated herein (including the Conversion Ratio from time to time) except to the extent the Company is able to satisfy its obligations hereunder through its existing authorized capital. If there are insufficient Treasury Shares to effect any of the transactions contemplated herein (including the Conversion Ratio from time to time), then the Company undertakes, (i) subject to applicable law (including without limitation the requirements of Art. 659 et seq. of the Swiss Code of Obligations), to acquire Common Shares on the Exchange or (ii) following receipt of a Put Transfer Notice or Call Transfer Notice (as defined below), to cause a subsidiary to subscribe for a sufficient number of newly issued Common Shares at a price of CHF 0.01 per Common Share, in each case only as and when required to be delivered to the converting Holder.

4. Maintenance of Authorized Share Capital.

The Company agrees that from and after the date of this Agreement, to procure that its board of directors will use reasonable best efforts to take all actions required to maintain and reserve at all times sufficient authorized share capital to permit the issuance and delivery of Common Shares in connection with an exchange for all outstanding Series A Preferred Shares pursuant to any Transfer Notice, including by proposing to increase the authorized share capital concurrently with any upward adjustment of the number of Common Shares issuable in connection with a Transfer Notice. In furtherance of the foregoing covenant, and to the extent required taking into account the Treasury Shares, the Company undertakes that its board of directors will timely propose at every second annual general meeting of shareholders (or, if a longer maximum term is permitted by any change in law, at such annual general meeting before the applicable term expires) to renew and/or increase the authorized share capital provision in its Articles for the statutory maximum term, which is currently two years (any such approval by the shareholders, a “Shareholder Re-Authorization”), so that the authorized share capital of the Company is sufficient to satisfy the covenant set forth in the first sentence or, if required, to convene and propose at an extraordinary general meeting of shareholders to renew and/or increase the authorized share capital provision in its Articles, prior to the expiry of its term, so that the authorized share capital of the Company is sufficient to satisfy the covenant set forth in the first sentence.

5. Grant of Put Option

5.1 Each Holder shall, at least twenty (20) Business Days following and within sixty (60) Business Days following, a Put Transfer Indication (as defined below), have the right (subject to the terms of the Management Shareholders Agreement) to issue a notice to the Company specifying the date and time on which the Put Option (as defined below) is to be exercised (the “Put Transfer Notice”), which shall be a date at least five (5) Business Days after the date on which such Put Transfer Notice is delivered to the Company, or such other date and time as such Holder and the Company may agree (the “Put Effective Time”).

5.2 Subject to the terms and conditions of this Agreement, the Company hereby grants each Holder the right to deliver to the Company all or part of its Series A Preferred Shares at any time in a cashless exchange for delivery of Common Shares (the “Put Option”) in accordance with the Conversion Ratio and pursuant to the Put Transfer Notice delivered by such Holder.

5.3 Each Holder shall, at all times, have the right to issue a revocable notice to the Company that it intends to issue a Put Transfer Notice (the “Put Transfer Indication”). The Company shall use the period from (i) receipt of the Put Transfer Indication to (ii) receipt of the Put Transfer Notice, to prepare any actions and steps that may be required to allow it to satisfy an exercise of the Put Option pursuant to a Put Transfer Notice in the timeframes set out in Clause 5.1. There shall be no limit on the number of Put Transfer Indications that a Holder is permitted to issue per calendar year but no such notice shall be issued within 60 Business Days of a previous Put Transfer Indication unless approved by the Company (such approval not to be unreasonably withheld or delayed).

6. Grant of Call Option

6.1 Upon satisfaction of the conditions in Clause 6.2, the Company shall have the right to issue a notice to the Holders specifying the date and time on which the Call Option (as defined below) is to be exercised (the “Call Transfer Notice”), which shall be a date at least twenty (20) days after the date on which such Call Transfer Notice is delivered to the Holders, or such other date and time as the Holders of a majority of the Series A Preferred Shares from time to time (the “Preferred Holder Majority”) and the Company may agree (the “Call Effective Time”).

6.2 Subject to the terms and conditions of this Agreement, the Holders hereby grant the Company the right to require the Holders to deliver all or part of their Series A Preferred Shares (pro-rata among all Holders to their then holding of Series A Preferred Shares) in a cashless exchange for delivery of Common Shares (the “Call Option”) in accordance with the Conversion Ratio and pursuant to the Call Transfer Notice delivered by the Company, provided that:

(a) such Holder is not at the Call Effective Time restricted from making a Transfer (as defined in the Shareholders Agreement) pursuant to Section 3.2 of the Shareholders Agreement;

(b) the Call Effective Time is not in a Blackout Period (as defined in the Registration Rights Agreement); and

(c) the Value of the Common Shares at the date of the Call Transfer Notice equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

7. Redemption

7.1 Subject to this Agreement and mandatory Swiss law, including without limitation, Article 659 et seq. Swiss Code of Obligations, and provided that (i) no Put Option or Call Option has been exercised in accordance with a Put Transfer Notice or Call Transfer Notice (as applicable) in respect of the relevant Series A Preferred Shares, (ii) there are sufficient capital contribution reserves of the Company so that the payment of the redemption consideration is not a distribution subject to Swiss Federal Withholding Tax (the “Capital Contribution Reserves”) available to effect the redemption (as set out in Clause 7.2 below) (or alternatively, the Company has obtained a tax ruling from the Swiss Federal Tax Authority that the redemption is not a payment or distribution subject to Swiss taxes including but not limited to Swiss Federal Withholding, in a form reasonably satisfactory to the Holders of a majority of Series A Preferred Shares, for other reasons including without limitation where Swiss Federal Withholding tax has been abolished), and (iii) the Value of each Series A Preferred Shares on an As-Converted Basis is equal to or greater than $10.00, the Company shall have the right but not the obligation to issue a preliminary notice to the Holders of its potential intention to redeem some or all of the Series A Preferred Shares (pro-rata among all Holders to their then holding of Series A Preferred Shares) following the fifth anniversary of the Closing Date or, if earlier, upon a change of control of the Company which would result in the Holders of the Series A Preferred Shares receiving an amount equal to or greater than $10.00 per Series A Preferred Share (the “Redemption Transfer Intention”). After thirty (30) calendar days following but within 45 days following the Redemption Transfer Intention, the Company shall have the right to issue an irrevocable notice of its intention to redeem the Series A Preferred Shares which were the subject of the Redemption Transfer Intention (the “Redemption Transfer Notice”) provided the VWAP of the Series A Preferred Shares on an As-Converted Basis on the trading day prior to the Redemption Transfer Notice is equal to or greater than $10.00. The Redemption Transfer Notice shall specify the date and time on which the Redemption (as defined below) is to be completed, which shall be no later than two (2) Business Days following the date of the Redemption Transfer Notice (the “Redemption Effective Time”). There shall be no limit on the number of Redemption Transfer Intentions that the Company is permitted to issue per calendar year but no such notice shall be issued within 60 Business Days of a previous Redemption Transfer Intention unless approved by the Preferred Holder Majority (such approval not to be unreasonably withheld or delayed).

7.2 Following issue of a valid Redemption Transfer Notice in accordance with Clause 7.1, the Company may redeem some or all of the Series A Preferred Shares (pro-rata among all Holders) (the “Redemption”) at the Redemption Effective Time for the VWAP of the Series A Preferred Shares on an As-Converted Basis on the trading day prior to the Redemption Effective Time on an As-Converted Basis, payable in cash or Common Shares (at the Company’s election) (such amount being the “Redemption Amount”).

7.3 If the conditions in Clause 7.1(i) are satisfied but Clause 7.1(ii) is not satisfied because there are insufficient Capital Contribution Reserves to effect the Redemption (but all other mandatory Swiss law requirements, including Article 659 et seq. Swiss Code of Obligations, are complied with), the Company shall still have the right to issue a Redemption Transfer Notice specifying the Redemption Effective Time, which shall in this case be a date at least forty (40) calendar days after the date on which such notice is delivered to the Holders or such other date and time as the Preferred Holder Majority and the Company may agree. Such Redemption Transfer Notice shall also provide each Holder with the right to exercise the Put Option (in substitution for the Redemption, which would no longer occur), provided that such Holder delivers a Put Transfer Notice in accordance with Clause 5.1 above and so long as the Put Transfer Notice is delivered to the Company on a date at least ten (10) calendar days prior to the Redemption Effective Time.

8. Transfer Procedures.

8.1 Issuance and Delivery of Common Shares.

(a) If the Holder(s) and/or a Preferred Holder Majority (as applicable) validly deliver a Transfer Notice to the Company or the Company validly delivers a Transfer Notice to the Holder(s), and the Holder(s) surrender to the Company on or before the Effective Time the Series A Preferred Shares subject to such Transfer Notice, the Company shall deliver or cause to be delivered immediately following the Effective Time to the Holder(s) certificates (or book-entry shares) representing Common Shares in respect to the Series A Preferred Shares subject to such Transfer Notice.

(a) From and after the Effective Time, the relevant Holders shall cease to be entitled to any rights or privileges attached to the Series A Preferred Shares that are subject to the relevant Transfer Notice. The Company shall hold such Series A Preferred Shares in treasury, propose at the next ordinary general meeting of shareholders their cancellation and implement such resolution in accordance with Swiss law.

8.2 Conditions.

(a) The obligations of the relevant Holder to consummate the transactions at the Effective Time shall be subject to the satisfaction at the Effective Time of the following condition, which may be waived, in writing, exclusively by the Preferred Holder Majority or such Holder (as applicable): the representations and warranties of the Company contained in this Agreement shall be true and correct in all respects as of (i) the Closing Date, as if made on and as of the Closing Date, and (ii) the Effective Time, as if made on and as of the Effective Time.

(b) The obligations of the Company to consummate the transactions at the Effective Time shall be subject to the satisfaction at the Effective Time of the following conditions, which may be waived, in writing, exclusively by the Company: the representations and warranties of the relevant Holder contained in this Agreement shall be true and correct in all respects as of the Effective Time, as if made on and as of the Effective Time.

9. Representations and Warranties of the Company.

9.1 The Company represents and warrants to the Holder as of the Closing Date and the Effective Time as follows:

(a) Organization and Qualification. The Company is duly organized and in good standing under the laws of Switzerland.

(b) Power and Authority. As of the date hereof, the Company has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement provided for herein, all of which have been duly authorized by all proper and necessary action and are not prohibited by the organizational instruments of the Company.

(c) Binding Obligation. This Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

(d) No Conflict. The execution, delivery and performance by the Company of this Agreement does not and will not: (i) violate any provision of law applicable to the Company, the organizational documents of the Company, or any order, judgment or decree of any court or other agency of government binding on the Company; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract or agreement to which the Company is a party or by which the Company or its respective property is bound; (iii) result in or require the creation or imposition of any lien upon any of the properties or assets of the Company; or (iv) require any approval or consent of the Company under any contract or agreement to which the Company is a party or by which the Company or its respective property is bound.

10. Representations and Warranties of the Holder.

10.1 Each Holder represents and warrants to the Company as of the date hereof and as of the Effective Time as follows with respect to itself only:

(a) Organization and Qualification. The Holder, where not a natural person, is duly organized and in good standing under the laws of its place of establishment.

(b) Power and Authority. As of the date hereof, the Holder has the power and authority to enter into, execute, deliver and carry out the terms of this Agreement provided for herein, all of which have been duly authorized by all proper and necessary action and, where the Holder is not a natural person, are not prohibited by the organizational instruments of the Holder.

(c) Binding Obligation. This Agreement, when executed and delivered, will constitute the valid and legally binding obligation of the Holder, enforceable against the holder in accordance with its terms, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

(d) No Conflict. The execution, delivery and performance by the Holder of this Agreement does not and will not: (i) violate any provision of law applicable to the Holder, any organizational documents of the Holder, or any order, judgment or decree of any court or other agency of government binding on the Company; (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contract or agreement to which the Holder is a party or by which the Holder or its respective property is bound; (iii) result in or require the creation or imposition of any lien upon any of the properties or assets of the Holder; or (iv) require any approval or consent of the Holder under any contract or agreement to which the Holder is a party or by which the Holder or its respective property is bound.

(e) No Encumbrance: the Holder has not (i) granted to any Person (other than an Affiliate) any option, warrant or other rights to purchase or subscribe for any of such Series A Preferred Shares; or (ii) otherwise entered into any contract, commitment, agreement, understandings or arrangements providing for the sale or transfer of any of such Series A Preferred Shares, excluding in each case any arrangement that may be disclosed in a pending Transfer Notice. Subject to any rights of any proposed transferee referenced in a pending Transfer Notice, each Holder has good and marketable title to the Series A Preferred Shares, free and clear of any and all liens.

11. Anti-dilution

11.1 If after the date hereof, and subject to the provisions of Clause 11.3 below, the number of outstanding Common Shares is increased by a split-up of Common Shares or other similar event, then, on the effective date of such split-up or similar event, the number of Common Shares issuable on the exchange of each Series A Preferred Share shall be increased in proportion to such increase in the outstanding Common Shares.

11.2 If after the date hereof, and subject to the provisions of Clause 11.3 hereof, the number of outstanding Common Shares is decreased by a consolidation, combination, reverse share split or reclassification of Common Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Common Shares issuable on the exchange of each Series A Preferred Share shall be decreased in proportion to such decrease in outstanding Common Shares.

11.3 If, by reason of any adjustment made pursuant to this Agreement, a Holder would be entitled, upon the exercise of such Series A Preferred Share, to receive a fractional interest in a Common Share, the Company shall, upon such exchange, round to the nearest whole number for the number of Common Shares to be issued to such Holder.

12. Class Consent

If the Company intends to incur or increase Indebtedness and: (i) such Indebtedness would result in the Indebtedness Ratio being greater than five (5); and (ii) at the time of the proposed increase of such Indebtedness there would be at least EUR €25,000,000 of Series A Preferred Shares (based on a value of $10.00 per Series A Preferred Share and the average of the spot exchange rate as at 5:00 pm, New York time, on the five (5) Business Days ending five (5) Business Days before the Closing Date, as published by Bloomberg) outstanding, the proposed increase will require the prior written approval of the Preferred Holder Majority prior to such increase.

13. Waiver of right to board representative.

Each Holder acknowledges and agrees that the Articles do not provide for a board representative of holders of Series A Preferred Shares, and hereby waives the right for such board representative solely as a result of its holding of Series A Preferred Shares. For the avoidance of doubt, nothing in this Agreement shall have the effect of limiting or waiving any right that a Holder may have to nominate a board representative under any other agreement, arrangement or otherwise.

14. Registration and Voting Limitations.

Each Holder acknowledges that the Common Shares to be delivered to any Holder under this Agreement will be subject to Swiss law and the Articles as in effect from time to time including the generally applicable shareholder registration and voting limitations as may be set out in the Articles from time to time.

15. Assignment.

The Holders may transfer Series A Preferred Shares and assign their rights under this Agreement, subject only to the Articles and conditional upon to such transferee or assignee executing a Joinder Agreement in the form attached as Schedule 2 on or prior to such transfer.

16. Termination of Agreement.

This Agreement shall be terminated upon mutual written agreement of hereto or when no Series A Preferred Shares are held by any Holder provided that nothing herein shall relieve any party hereto from any liability or damages resulting from any breach of its obligations under this Agreement prior to termination. Notwithstanding anything contained herein to the contrary, Clauses 15 to 23 (inclusive) shall survive any termination of any provisions of this Agreement.

17. No Waiver of Rights.

No delay or failure on the part of the Company or any Holder, to exercise any right, power or privilege under this Agreement or any other agreement shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other power or right, or be deemed to establish a custom or course of dealing or performance between the parties hereto. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law. No notice to or demand on the Company or any Holder in any case shall entitle such Person to any other or further notice or demand in the same, similar or other circumstance.

18. Fees and Expenses.

Any applicable Swiss Securities Transfer Tax (Umsatzabgabe) shall be paid and borne by the Company.

19. Modification.

The terms of this Agreement may be waived, discharged or terminated only by an instrument in writing signed by the party (which, in the case of any Manager, may be executed and

delivered by the Management Representative) against which enforcement of the change, waiver, discharge or termination is sought. No amendment, modification, waiver or other change of any of the terms of this Agreement shall be effective without the prior written consent of the Company and the SL/PG Shareholders (and, if the amendment or modification would have a material and disproportionate adverse effect on the Managers, then such instrument in writing shall be signed by the Management Representative as well).

20. Severability.

In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement was executed or last amended.

21. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed given (a) when delivered personally, (b) when sent by reputable overnight courier service or (c) when telecopied or emailed (which is confirmed by copy sent within one business day by a reputable overnight courier service) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

Jeremy Henderson-Ross

General Counsel

Global Blue Group AG

Route de Crassier 7

1262 Eysins

Switzerland

If to the SL 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

If to the PG Shareholder:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Email: pgadmin@partnersgroup.com

If to any Manager:

such notice shall be addressed or sent to the relevant

Manager at the address set out in his/her Joinder

Agreement,

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

22. Governing Law and Jurisdiction

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.

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 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 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 22 shall take precedence over the dispute resolution provisions in the Articles.

23. Remedies; Specific Performance.

The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Company in accordance with their specific terms or were otherwise breached. It is accordingly agreed that prior to the termination of this Agreement in accordance with Clause 16, the Company will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any competent court of jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

24. No Recourse.

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 (other than a Manager) shall be entitled to enforce this clause against any other party on behalf of a person referred to in this clause.

25. Accounting Treatment

The parties hereby agree that, as of the date hereof, the intention is for the terms and conditions set out in this Agreement to enable the instrument to be characterized as an equity instrument in the Company’s accounts.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


GLOBAL BLUE GROUP HOLDING AG

By:		/s/ Marcel Erni
Name:		Marcel Erni
Title:		Director

[Signature Page GB Pref Conversion Agreement (2(i))]


GLOBAL BLUE HOLDING LP

By its general partner:

SL GLOBETROTTER GP, LTD

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

[Signature Page GB Pref Conversion Agreement (2(i))]


SL GLOBETROTTER LP

By its general partner:

SL GLOBETROTTER GP, LTD

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

[Signature Page GB Pref Conversion Agreement (2(i))]

Schedule 1

FORM OF JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Conversion Agreement, dated as of_______________ 2020 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Conversion Agreement”) by and between (i) Global Blue Group Holding AG, a Swiss corporation (the “Company”), (ii) Global Blue Holding LP, 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”), (iii) 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 under number 95120 (the “SL Shareholder” and, together with the PG Shareholder, the “SL/PG Shareholders”) and (iv) the several persons whose names and addresses are set out in each of his/her respective Joinder Agreements (each a “Manager” and, together, the “Managers”, and together with the SL/PG Shareholders, the “Holders”), and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Conversion Agreement.

By executing and delivering this Joinder Agreement to the Conversion Agreement, the undersigned hereby adopts and approves the Conversion Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the beneficial owner and/or transferee of certain Series A Preferred Shares, to become a party as a “Holder” and to be bound by and comply with the provisions of, the Conversion Agreement applicable to the such assigning Holder, in the same manner as if the undersigned were an original signatory to the Conversion Agreement.

The undersigned acknowledges and agrees that Clauses 15 to 23 of the Conversion Agreement is incorporated herein by reference, mutatis mutandis.

Accordingly, Jacques Stern as duly appointed attorney of [MANAGER] has executed and delivered this Joinder Agreement as of __________________ 2020


(Signature)

Address:



Email address:

Exhibit 4.8

To: Global Blue Group Holding AG

27 August 2020

Dear Sirs,

We refer to the Commitment Letter dated 13 July 2020 (the “Commitment Letter”) from SL Globetrotter, L.P. and Global Blue Holding L.P. to Global Blue Group Holding AG with respect to a $75 million term loan facility. Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Agreed Form Loan Agreement (as defined in the Commitment Letter). Assuming the Loan Agreement (as defined in the Commitment Letter) is entered into pursuant to the Commitment Letter, the Lenders confirm that “actual liquidity needs of the Group” under clause 5(a)(ii) of the Loan Agreement (included below for your reference) may include (to the extent the Company does not itself otherwise have access to the needed liquidity to satisfy the indemnification obligations) indemnification obligations of the Company in favor of directors of the Company under the Company’s indemnification policies from time to time in effect in an aggregate amount up to $10 million, and the Lenders will not object to a drawdown of the Loan for such purpose in such amount if the Company has such a liquidity need.

We further confirm that conditions 2.1(a) and 3.1(a) of the Commitment Letter and condition 4(a) of the Loan Agreement shall be deemed satisfied.

For reference, Clause 5 of the Loan Agreement reads as follows:

PURPOSE

The Borrower may only utilise a Loan if:

(a)

the purpose of a Loan is to either:

(i) cure or avoid an actual or imminent breach of the financial covenant set out in Clause 26.2 (Financial condition) of the Facilities Agreement; or (ii) finance in good faith the actual liquidity needs of the Group;

(b)

the chief executive officer and chief finance officer of the Company has proposed utilising a Loan for such purposes to the board of directors of the Company (the Board) and certifies to the Board that a Loan is required for such purposes; and

(c)

a Loan is approved by the majority of the Board (excluding for such purpose any vote of any director of the Board that is a representative of the Lenders) for such purposes (the Board Approval).

This letter shall terminate immediately at such time as Global Blue Group Holding AG has first obtained a directors’ and officers’ liability insurance policy. By countersigning this letter, Global Blue Group Holding AG will use reasonable endeavours to obtain directors’ and officers’ liability insurance on commercially reasonable terms as soon as is reasonably practicable following the date of this letter.

This letter is given for the benefit of each director of Global Blue Group Holding AG during the period a Loan may be drawn down for the purposes of the Contracts (Rights of Third Parties) Act 1999. This letter is governed by English law.


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

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

SL GLOBETROTTER, L.P.
By: SL Globetrotter GP, Ltd., its general partner

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

GLOBAL BLUE GROUP HOLDING AG

/s/ Jacques Stern

Name: Jacques Stern

Title: Chief Executive Officer

Exhibit 4.11

EMPLOYMENT AGREEMENT

between

GLOBAL BLUE SA

and

JACQUES STERN

Table of Contents


1.	COMMENCEMENT AND TERM	1

2.	EXECUTIVE’S FUNCTION AND DUTIES	1

3.	GARDEN LEAVE (“FREISTELLUNG”)	3

4.	SALARY, BONUS AND ADDITIONAL PAYMENTS	4

5.	SOCIAL SECURITY AND OTHER INSURANCES	5

6.	EXPENSES AND ANCILLARY BENEFITS	7

7.	HOLIDAYS	7

8.	INCAPACITY	8

9.	INTELLECTUAL AND OTHER PROPERTY	8

10.	CONFIDENTIALITY	9

11.	TERMINATION OF EMPLOYMENT	10

12.	EXECUTIVE’S COVENANTS	12

13.	NOTICES	15

14.	MISCELLANEOUS	15

15.	DEFINITIONS AND INTERPRETATION	16

THIS AGREEMENT is made on 31 August 2020 between the following parties:

(1)

GLOBAL BLUE SA a company incorporated in Switzerland with registered number CH-550-1022698-0 and whose registered office is at Route de Crassier 7, 1262 Eysins, Switzerland (the “Company”);

(2)

JACQUES STERN (the “Executive”).

NOW IT IS AGREED that the Company shall employ the Executive on the following terms and conditions:

1.	COMMENCEMENT AND TERM

1.1	The Executive’s employment under this Agreement shall start on the date of this Agreement (the “Effective Date”). There shall be no probation period.

1.2	The employment of the Executive shall (subject to the provisions of Clause 11) be for an indefinite period terminable by the Company giving not less than six months’ prior written notice to the Executive or by the Executive giving not less than six months’ prior written notice to the Company.

2.	EXECUTIVE’S FUNCTION AND DUTIES

2.1	During the continuance of the employment:

(a)

the Executive shall serve the Company to the best of his ability in the capacity of Chief Executive Officer and faithfully and diligently perform the duties of the Chief Executive Officer; and

(b)

the Executive shall, if requested to do so by the Company, continue to remain on the Board as a director of the Company; and

(c)

the Executive shall faithfully and diligently perform such duties appropriate to his position as Chief Executive Officer and exercise such powers consistent with them as the Board (or anyone authorised by the Board) may from time to time properly assign to or confer upon him; and

(d)

if the Board so directs, the Executive shall cease performing or exercising any part or all of those duties and powers; and

(e)

if and so long as the Board so directs, the Executive shall perform and exercise the said duties and powers on behalf of any Associated Company and act as a director or other officer of any Associated Company; and

(f)

the Executive shall do all in his power to protect, promote, develop and extend the business interests and reputation of the Company and any Associated Company for whom the Executive is required to carry out duties; and

(g)

the Executive shall at all times and in all respects comply with the terms and conditions of this Agreement, the articles of association of the Company, the law, and with the instructions and directives of the Board. Such directives include, in particular, the organizational regulation and the business policy of the Company or any Associated Company; and

(h)

the Executive shall at all times keep the Board promptly and fully informed of his conduct in connection with the business affairs of the Company and any Associated Company for which the Executive is required to perform duties and provide all such information, explanations and assistance as it may require.

2.2

The Executive shall, unless prevented by sickness, injury or other incapacity or as otherwise agreed by the Board, devote the whole of his time, attention and abilities during his working hours (which shall be normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties and the Executive acknowledges and agrees that such working hours shall be commensurate with those of a similarly situated, high-performing Chief Executive Officer. The Executive acknowledges that the Swiss Federal Labour Act of March 13, 1964 and its ordinances (as amended) do not apply to his employment under this Agreement and that any overhours, overtime and work on weekends are deemed compensated by the salary payments pursuant to this Agreement. No additional remuneration shall be due.

2.3

The Executive shall work at the Company’s offices at Route de Crassier 7, 1262 Eysins, Switzerland or such other place of business of the Group which the Board may reasonably require from time to time and the Executive may be required to travel on the business of the Company and any Associated Company for which he is required to perform duties.

2.4	The Executive shall not during the continuance of this Agreement (including any period of garden leave pursuant to Clause 3.1) without the prior written consent of the Board:

(a)

directly or indirectly carry on or be engaged, concerned or interested in any other business, trade or occupation which is similar to or in competition with the business of the Company or any Associated Company otherwise than as a holder directly or through nominees of not more than 5 per cent in aggregate of any class of shares, debentures or other securities in issue from time to time of any company which are for the time being quoted or dealt in on any recognised investment exchange, as long as these investments do not provide the Executive with the opportunity to influence the management of such a company competing with the Company or any Associated Company; or

(b)

engage in any activities, office or other occupation outside his employment with the Company which may detract from the proper and timely performance of his duties under this Agreement and the Executive shall not hold office in any company which is not the Company or an Associated Company, provided that the Executive may continue to be a member of the Board and Chair of the Audit Committee of Unibail Rodamco Westfield (URW)and a non-executive director for Voyage Privé, Perkbox and Myhotels (each a “Disclosed Engagement”), provided that in the Company’s reasonable determination from time to time, such a Disclosed Engagement, does not detract from the proper and timely performance of the Executive’s duties under this Agreement (including the Executive recusing himself from activities associated with the foregoing that could reasonably be expected to conflict with the corporate opportunity or interests of the Company), it being understood and agreed that the Executive’s primary duties will be owed to the Company.

2.5	The Executive shall in relation to any dealings in securities of companies comply with all laws affecting dealings in the securities of such companies and all regulations of any relevant stock exchanges on which such dealings take place.

2.6

Without prejudice to the Executive’s duties under this Agreement and/or applicable law, the Executive shall first refer to the Company any business opportunities of which he becomes aware at any time during the course of his employment (including any acquisition and/or joint venture/partnership opportunities) that would (or might reasonably be expected to be) of interest to the Group.

3.	GARDEN LEAVE (“FREISTELLUNG”)

3.1	The Company may despite any other provision of this Agreement at any time after either party gives notice of termination of the Executive’s employment (under Clause 1.2) direct that:

(a)

the Executive perform no duties; and/or

(b)

the Executive refrain from contacting any retailers or other service providers, advertisers, suppliers, agents, professional advisers, brokers or employees of any company in the Group; and/or

(c)

the Executive does not enter all or any premises of the Company or any company in the Group; and/or

(d)

the Executive must immediately resign without claim for compensation from office as a director of the Company and any Associated Company and from any other office held by him in the Company or any Associated Company; and/or

(e)

the Executive return to the Company all documents and other materials (including copies) and data (whether in electronic or other form) belonging or entrusted to any company in the Group.

3.2

If the Executive is placed on garden leave, he will be deemed to have taken his vacation entitlement during such garden leave period. During the garden leave period, the Executive shall make a reasonable effort to find non-competing work and shall inform the Company on finding such non-competing work. The respective income derived from such work will be set-off against the Company’s payment obligations.

3.3	The Executive irrevocably authorises the Company to appoint some person in his name and on his behalf to sign and deliver any resignation required pursuant to Clause 3.1(d) if the Executive has failed to deliver such notices within three working days of the Executive being required to do so.

4.	SALARY, BONUS AND ADDITIONAL PAYMENTS

4.1

The Company shall pay to the Executive a fixed gross salary (which shall accrue from day to day) at the rate of €750,000 (seven hundred and fifty thousand Euros) per year, inclusive of any directors’ fees payable to the Executive by the Company or any Associated Company (less the amount of the Representation Fee in accordance with Clause 6.3). The annual salary shall be payable by equal monthly instalments in arrears on or about the 25th of each calendar month.

4.2

The Executive shall during the continuance of the employment be eligible to receive an on target annual bonus targeted to be €600,000 (six hundred thousand Euros) subject to (and scaled to, based on the Company’s bonus policy then in place) the achievement of such annual personal and Company targets, in each case as are set by the Board and/or the Nomination and Compensation Committee and notified to the Executive in writing for each fiscal year. The current contemplated plan is that the calculation of the annual on target bonus shall be determined by the Board and/or the Nomination and Compensation Committee in accordance with the following criteria and allocations: (a) 20% shall be calculated with reference to the Company achievement of its net revenue target; (b) 25% shall be calculated with reference to achievement of the Company’s EBIT budgeted target; (c) 25% shall be calculated with reference to achievement of the Company’s net income target; and (d) 30% shall be calculated with reference to achievement of the operational and/or strategic goals that have been specified for the Executive. If the actual net income is: (1) equal to or more than 115% of the net income target, the Executive shall be entitled to a overachievement bonus of €600,000 (six hundred thousand Euros); or (2) equal to an amount between 100% and 114% of the net income target, the Executive shall be entitled to an overachievement bonus on a sliding scale based on such bonus policy as has approved by the Nomination and Compensation Committee. The Board and/or the Nomination and Compensation Committee reserves the right to review and amend the compensation packages (including bonus plans) for the senior managers of the Company

from time to time and any such amendment shall not constitute a breach by the Company of this Agreement provided that the Executive’s future on-target bonus (with reference to a reasonable budget) shall not be less favourable than his existing on-target bonus under this Agreement and in no case shall the Executive be deprived of an overachievement bonus of at least €600,000 (six hundred thousand Euros) subject to achievement of a reasonable net income target.

4.3

The Executive may, in respect of any fiscal year and upon reasonable written notice to the Company, elect that the part of his annual bonus that is based on the achievement of personal targets be paid into his pension plan subject always to the rules of the pension plan, the consent (if necessary) of the relevant pension provider and any applicable limits as amended from time to time.

4.4	The Board and/or the Nomination and Compensation Committee may introduce a mechanism whereby the personal and Company targets for the Executive are adjusted to partially take into account relevant macroeconomic developments.

4.5

The Company and the Executive shall co-operate to design and implement a structure to achieve economic entitlements the same as or equivalent to an award of €1,000,000 (one million Euros) annual restricted stock grants each year and a one-off share option up front award of €6,000,000 (six million Euros) in accordance with the criteria specified in the term sheet agreed between the parties and included in the Schedule. The parties accept and acknowledge that any tax liabilities (including any employee income tax or employee social security contributions) arising from the structure, would be for the account of the Executive. The Company will work with the Executive to implement a tax efficient structure. The parties acknowledge and accept that investments may be structured though a special purpose vehicles or other instruments to achieve the relevant economic entitlements.

4.6

The Executive is aware and acknowledges that (i) any remuneration payable to him under this Agreement is subject to approval by the Company’s shareholder meeting as set out in the Company’s articles of association and the Ordinance against Excessive Compensation with respect to Listed Stock Corporations and any future legislation replacing or amending the same (“VegüV”) as well as subject to the requirements of VegüV; and (ii) his compensation will be disclosed in the annual report of the Company, any filings or disclosure documents required under U.S. securities laws and the listing rules of the NYSE and in a separate compensation report as required by the VegüV.

5.	SOCIAL SECURITY AND OTHER INSURANCES

5.1	The Executive confirms that he has been informed of and agrees to the existing social security protection (BVG, AI-IV IV, etc.) and the apportionment of premiums. The Company acknowledges that the Executive has the right to inspect the relevant social security documentation.

5.2

The Company shall during the continuance of the employment provide the Executive with such pensions, life, medical, accident and/or disability insurance cover as is provided from time to time to other similarly situated senior executives of the Company subject in each case to the terms of the Company’s relevant policies in force from time to time provided, for the avoidance of doubt, that there shall not be duplication between this Clause 5.2 and Clause 5.1 above. Notwithstanding the forgoing, the level of pension contributions (“Altersgutschriften”) paid by the Company in respect of the Executive shall be 20% of his fixed gross annual basic salary subject always to the terms of the Company’s pension plan, any applicable limits from time to time and the consent (if necessary) of the relevant pension provider and (ii) the aggregate amount of pension contributions paid by the Company in respect of the Executive shall not, in any event, exceed EUR 150,000 (one hundred and thirty thousand Euros). For the avoidance of doubt, the forgoing sentence refers only to contributions to be paid by the Company to the Executive’s pension (not pension contributions paid by the Executive). The Company shall use its reasonable endeavours to agree with its pension provider that any current cap on the amount of the Executive’s fixed gross annual salary that is insured for the purposes of risk benefits under the Company’s pension arrangements as it applies to the Executive is increased to 100% of the Executive’s fixed gross annual salary provided always that the increase to such cap (as it applies to the Executive) does not adversely affect other employees or officers of the Company and that any additional or increased premium or premiums required by the pension provider in return for its agreement in relation to the same are not commercially unreasonable in the opinion of the Company. If it is not possible to increase such cap, in accordance with the forgoing, then the Company will work in good faith with the Executive to achieve a workable and mutually agreeable solution. The Company shall use its reasonable endeavours to ensure that the private medical insurance policy applicable to the Executive during his employment with the Company shall also cover each of his two children until the earlier of, with respect to each child, the date that such child is no longer economically dependent upon the Executive as such child has obtained remunerated employment or engagement (the “Cover Period”) and, to the extent that it is not possible or reasonably practicable to achieve this, the Company shall reimburse the Executive for the cost of him obtaining substantially equivalent private medical insurance to cover his children for the applicable Cover Period provided in each case that the cost to the Company is not, in the Company’s opinion, commercially unreasonable.

5.3

The provision of cover or membership of each of the insurances or insurance schemes referred to in Clause 5.2 above shall be subject to the rules of the relevant scheme in force from time to time and compliance with and satisfaction by the Executive of the requirements of the relevant insurers and the Company shall at its absolute discretion be entitled to cease to provide or change the provider of any or all of the insurances referred to in Clause 5.2.

6.	EXPENSES AND ANCILLARY BENEFITS

6.1

Subject to the Company’s expenses policy from time to time in force, all reasonable expenses arising out of the performance of the Executive’s duties under this Agreement (including travel and other reasonable expenses in relation to business trips) shall be reimbursed on a monthly basis subject to the Executive providing appropriate evidence (including receipts, invoices, tickets and/or vouchers as may be appropriate) of the expenditure in respect of which he claims reimbursement. For the avoidance of doubt, travel and other reasonable expenses in relation to business trips to be reimbursed in accordance with this Clause 6.1 are not included within the Representation Fee.

6.2

In the event that the Company issues (or has issued) the Executive with a Company sponsored credit or charge card, such card shall be used solely for expenses reimbursable under Clause 6.1. The Company reserves the right, acting reasonably, to withdraw the use of any such credit or charge card and to require its return to the Company when so requested and in any event forthwith on termination of the Agreement howsoever arising.

6.3

The Company shall, subject to any relevant tax authority approvals, pay the Executive a representation fee equal to 8% of his gross annual salary (or such lower percentage as is approved by the relevant tax authority), to cover entertainment and local expenses in connection with the representation duties of the Company (the “Representation Fee”). Such fee shall be deducted from the base salary referred to in Clause 4.1 and shall be payable monthly in equal instalments and without any deduction or withholding in respect of taxation. No Representation Fee is payable during any period of garden leave.

6.4

The Company shall, during the term of the Executive’s employment, pay for or reimburse the Executive for the costs of professional tax advice and assistance provided to the Executive by Deloitte LLP in relation to the remuneration he receives in respect of his employment with the Company, provided that such costs are, in the opinion of the Company, reasonable.

7.	HOLIDAYS

7.1

The Executive shall (in addition to the usual public holidays) be entitled to 25 working days’ paid holiday (accruing at the rate of 2.08 days per month) (rising to 30 working days’ paid holiday after the Executive has been employed by the Company for five consecutive years) in each holiday year of the Company which is the Calendar year to be taken at such times as shall have been approved by the Board.

7.2	The Company may require the Executive to take any holiday entitlement to which he may be entitled during any period that the Executive is directed to perform no duties and/or is directed not to enter all or any premises of the Company or any Associated Company in accordance with Clause 3.1.

8.	INCAPACITY

8.1	The Executive shall promptly inform the Company if he is unable to attend work and inform the Company of the estimated duration and reasons for his inability to attend work.

8.2

The Executive shall undergo an examination by a registered medical practitioner nominated by the Company at such times as the Company may reasonably request and at the expense of the Company, and hereby consents to the medical adviser disclosing the results of the examination to the Company and shall provide the Company with such formal consents as may be necessary for this purpose and shall co-operate in ensuring the prompt delivery to the Company of any such report.

8.3

If any incapacity of the Executive shall be caused by any alleged action or wrongdoing of a third party and the Executive shall decide to claim damages in respect thereof, then the Executive shall use all reasonable endeavours to recover damages for loss of earnings over the period for which salary has been or will be paid by the Company, and shall account to the Company for any such damages recovered (in an amount not exceeding the actual salary paid or payable to him by the Company in respect of the said period) less any costs borne in achieving such recovery. The Executive shall keep the Company informed of the commencement, progress and outcome of any such claim.

8.4	Any payments made by third parties to the Executive for such periods of incapacity, particularly under accident or health or medical insurance policies, shall be deducted from the Company’s obligation to pay salary for the relevant corresponding period.

9.	INTELLECTUAL AND OTHER PROPERTY

9.1

If at any time in the course of the employment the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business of the Company or any Associated Company the Executive shall immediately disclose full details of such Intellectual Property to the Company and at the request and expense of the Company shall do all things which may be necessary or desirable for obtaining appropriate forms of protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting all rights in the same in the Company, any Associated Company or a company nominated by the Company.

9.2

The Executive hereby irrevocably appoints the Company to be his agent in his name and on his behalf to sign any instrument, execute or do any act and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this Clause 9 and in favour of any third party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause 9 shall be conclusive evidence that such is the case.

9.3	The Executive hereby waives all of his moral rights in respect of any acts of the Company or any acts of third parties done with the Company’s authority in relation to any Intellectual Property which is the property of the Company by virtue of Clause 9.1.

9.4	All rights and obligations under this Clause in respect of Intellectual Property made or discovered by the Executive during the employment shall continue in full force and effect after the termination of his employment and shall be binding upon the Executive’s personal representatives.

9.5

The Executive acknowledges that any and all Intellectual Property created by the Executive during the course of his employment shall vest in, be owned by and constitute the property of the Company and to the extent that they do not automatically so vest by operation of law the Executive hereby assigns and transfers with full title guarantee such Intellectual Property. The Executive shall not be entitled to any remuneration (other than-salary payable under Clause 4.1 above) in relation to the assignment or transfer of rights under this Clause 9, except in relation to inventions and designs made by the Executive other than pursuant to his duties under this Agreement in accordance with article 332 paragraph 4 CO.

10.	CONFIDENTIALITY

10.1

The Executive shall not at any time (either during or after the termination of the employment) disclose or communicate to any person or use for his own benefit or the benefit of any person any Confidential Information which may come to his knowledge in the course of the employment and shall during the continuance of the employment use his best endeavours to prevent the unauthorised publication or misuse of any Confidential Information.

10.2	The restrictions in this Clause 10 shall not apply to any:

(a)

disclosure or use arising in the proper performance of the Executive’s duties;

(b)

disclosure or use previously authorised in writing by the Board; and

(c)

information already in the public domain provided that the Executive is not in a position to use that information more readily than others who have not worked for the Company or any Associated Company.

11.	TERMINATION OF EMPLOYMENT

11.1	The employment of the Executive may be immediately terminated by the Company without notice pursuant to any reason permitted by article 337 CO, including but not limited to circumstances where the Executive:

(a)

commits any serious or persistent breach or fails to observe or perform any of the terms, conditions or stipulations contained in this Agreement or the rules of any applicable regulatory authority; or

(b)

is guilty of any gross misconduct or serious negligence in connection with or affecting the business or affairs of the Company or any Associated Company for which he is required to perform duties; or

(c)

is guilty of conduct which brings or is likely to bring himself or the Company or any Associated Company into disrepute; or

(d)

is convicted of an arrestable criminal offence (other than an offence under road traffic legislation for which a non-custodial penalty is imposed); or

(e)

is adjudged bankrupt or makes any arrangement or composition with his creditors; or

(f)

is or becomes prohibited by law or the articles of association of the Company or any regulatory body applicable to the Company from being a director because of his own acts, or omissions; or

(g)

voluntarily resigns as a Director of the Company or any Associated Company other than at the request or with the consent of the Company.

11.2

The Company may suspend the Executive from the performance of any or all of his duties and direct him not to attend the offices of the Company or any Associated Company at any time in connection with any investigation into any alleged misconduct or neglect by the Executive. During such period the Executive’s salary and other contractual benefits shall continue to be paid or provided.

11.3	This Agreement shall terminate without notice when the Executive reaches the Swiss statutory retirement age (of currently 65).

11.4	Upon the termination of his employment (for whatever reason) or, in the case of Clause 11.4(a) below, at any time during his employment, the Executive:

(a)

shall at the request of the Board immediately resign without claim for compensation from office as a Director of the Company and any Associated Company and from any other office held by him in the Company or any Associated Company (but without prejudice to any claim for damages for breach of this Agreement) and in the event of his failure to do so the Company is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Board and do all things requisite to give effect to such resignation; and

(b)

shall sign stock transfer forms transferring any qualifying shares held by him pursuant to the articles of association of the Company or any Associated Company/all shares held by him as trustee or nominee for the Company or any Associated Company to the Company or its nominee and shall deliver to the Company the relevant share certificates; and

(c)

shall not at any time thereafter make any untrue or misleading oral or written statement concerning the business and affairs of the Company or any Associated Company nor represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or any Associated Company (except as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements); and

(d)

shall immediately repay all outstanding debts or loans due to the Company or any Associated Company; and

(e)

shall surrender (or if so directed erase permanently) all Company property comprising without limitation all documents, data (whether in electronic or other form) and other things (in whatever form or media including notes, memoranda, correspondence, drawings, sketches, plans, designs and any other material upon which data or information is recorded or stored) relating to the business or affairs of the Company and the Associated Companies or any of its or their suppliers, agents, distributors, customers or others which shall have been acquired received or made by the Executive during the course of the employment together with all copies to someone duly authorised by the Company in that regard.

11.5	If the Executive is a Good Leaver, he shall receive his basic salary during his notice period as well as a pro-rated bonus (calculated with reference to the period from March 31 of that fiscal year until the date when his employment terminates).

11.6	If the Executive is a Bad Leaver, he shall receive his basic salary during his notice period but he will neither be eligible to be considered for nor entitled to receive any bonus for the fiscal year.

11.7

If the employment of the Executive is terminated by reason of the dissolution and/or liquidation of the Company for the purpose of reconstruction or amalgamation or as part of any arrangement for the amalgamation or reconstruction of the Company not involving insolvency and the Executive is offered employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions which taken as a whole are not less favourable than the terms of this Agreement (other than the provisions of Clause 4.4 or the provisions of Clause 1.2 pursuant to which the Executive’s notice period increases to more than one month) then the Executive shall have no claim against the Company in respect of such termination.

12.	EXECUTIVE’S COVENANTS

12.1	For the purpose of this Clause 12:

“Business” means the business of the Group, being processing (including VAT refund), currency conversion, data analytics, internet and print marketing, and software in each case relating to tax-free shopping and travel-related shopping (or all or any part of such business);

references to “Associated Companies” shall only be references to Associated Companies in respect of which the Executive has carried out material duties in the period of 12 months prior to the date of termination of the employment;

“Managers” means such persons as are notified from time to time to the Executive in writing by Thomas Farley (the Chairman and Chief Executive Officer of Far Point LLC) or such other person as the Board may appoint for this purpose;

“Restricted Area” means any territory in which the Group does business at the date of termination of the employment and with which the Executive has been involved, other than in a de minimis way;

“Restricted Person” shall mean any retailer, acquiring bank or other service provider who or which has at any time during the period of 12 months immediately preceding the date of termination done business with the Company or any Associated Company as customer or client or distributor or consultant or supplier and with whom or which the Executive shall have had dealings, contact with or responsibility for during the course of the employment; and

“Key Person” shall mean any person who at the date of termination of the Executive’s employment is employed or engaged directly or indirectly by the Company or any Associated Company as an employee, director, consultant or agent and with whom the Executive has had material contact during the course of his employment and (a) is employed or engaged in the capacity of director, country manager or senior manager; and/or (b) is in the possession of Confidential Information belonging to the Company; and/or (c) is directly managed by or reports to the Executive.

12.2

The Executive acknowledges that during the course of the employment with the Company he will receive and have access to Confidential Information of the Company and its Associated Companies and that he will have influence over and connection with customers, clients, consultants, agents and employees of the Company and its Associated Companies with which the Executive comes in contact during the employment and accordingly he is willing to enter into the covenants set out in Clauses 12.3 to 12.6 inclusive in order to provide the Company and its Associated Companies with reasonable protection for their interests.

12.3

The Executive covenants with the Company that he will not for the period of 24 months after the end of his employment without the prior written consent of the Board either alone or jointly with or on behalf of any person directly or indirectly carry on or set up or be employed or engaged by or otherwise assist in or be interested in any capacity (save as a shareholder of not more than 5% in aggregate of any class of shares, debentures or other securities of any company which are quoted on or dealt in any recognised investment exchange, as long as these investments do not provide the Executive with the opportunity to influence (directly or indirectly) the management of such a company competing with the Company or any Associated Company) in a business anywhere within the Restricted Area which is in competition with the Business (or is known to the Executive, after reasonable inquiry, to be actively considering or taking steps to engage in a business in competition with the Business and/or likely intends to enter into competition with the Business). The Company may, however, notify the Executive on termination of his employment that, at the discretion of the Company, the restrictions in this Clause 12.3 are waived or their period is reduced to a period of between six and 24 months.

12.4

The Executive covenants with the Company that he will not in connection with the carrying on of any business in competition with the Business for the period of 24 months after the end of his employment without the prior written consent of the Board either alone or jointly with or on behalf of any person directly or indirectly:

(a)

do business with a Restricted Person in the Restricted Area;

(b)

canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided by the Company or any Associated Company any Restricted Person; and

(c)

solicit or entice away or endeavour to solicit or entice away front the Company or any Associated Company any Key Person (in each case whether or not such person would commit a breach of contract by so doing).

The Company may, however, notify the Executive on termination of his employment that, at the discretion of the Company, the restrictions in this Clause 12.4 are waived or their period is reduced to a period of between six and 24 months.

12.5

The Executive covenants with the Company that he will not for the period of 24 months after the end of his employment either alone or jointly with any other person directly or indirectly induce or attempt to induce any supplier of the Company or any Associated Company with whom the Executive had personal dealings, contact with or responsibility for during the course of employment to cease to supply or to restrict or vary the terms of supply to the Company or any Associated Company or otherwise interfere with the relationship between such a supplier and the Company or any Associated Company. The Company may, however, notify the Executive on termination of his employment that, at the discretion of the Company, the restrictions in this Clause 12.5 are waived or their period is reduced to a period of between six and 24 months.

12.6

Without prejudice to Clause 12.3 above, if, at any time during the term of this Agreement, two or more Managers or Key Persons leave the employment of the Company or any Associated Company to work for the same company or different companies within the same group of companies (if in competition with the Business and/or if not in competition with the Business) the Executive shall not, at any time during the period of 24 months following the last date on which any of those Managers and/or Key Persons was employed by the Company or any Associated Company, be employed or engaged in any way with such company and/or companies provided that, in the opinion of the Company, the departure of two or more Managers or Key Persons has or will have a detrimental impact on the Business provided, for the avoidance of doubt, that this shall not prevent the Executive being employed or engaged by a company that is not in competition with the Business and by which two or more Managers or Key Persons have also, in good faith, become employed or engaged where there has been no collusion between the Executive and such Managers or Key Persons to join such a company. For the purposes of this Clause 12.6, “Key Person” shall include any person, who in the 12 months prior to the termination of the Executive’s employment, is or was employed or engaged directly or indirectly by the Company or an Associated Company as an employee, director, consultant or agent and with whom the Executive has had material contact during the course of his employment and (a) is employed or engaged in the capacity of director, country manager or senior manager and/or (b) is in the possession of Confidential Information belonging to the Company and/or (c) is directly managed by or reports to the Executive. The Company may, however, notify the Executive on termination of his employment that, at the discretion of the Company, the period of the restrictions in this Clause 12.6 is reduced to a period of between six and 24 months.

12.7

The Executive agrees that he will at the cost of the Company enter into a direct agreement or undertaking with any Associated Company whereby he will accept restrictions and provisions corresponding to the restrictions and provisions in Clauses 12.3, 12.4, 12.5 and 12.6 above (or such of them as may be appropriate in the circumstances) in relation to such activities and such area as such Associated Company may reasonably require for the protection of its legitimate business interests.

12.8	The covenants contained in Clauses 12.3, 12.4(a), 12.4(b), 12.4(c), 12.5 and 12.6 are intended to be separate and severable and enforceable as such.

12.9

While the restrictions in Clauses 12.3, 12.4, 12.5, 12.3 and 12.6 are considered by the parties to be reasonable in all the circumstances, it is agreed that if any restriction shall be adjudged to be void or ineffective for whatever reason but would be adjudged to be valid and effective if part of the wording thereof were deleted or the period or periods of the restrictions were reduced or modified, the said restrictions shall apply with such deletions, modifications and/or reductions as may be necessary to make them valid and effective.

12.10

The Company may at any time release the Executive from his obligations under Clauses 12.3 to 12.6 above. In the event that the Company decides to release the Executive from his obligations under Clauses 12.3 to 12.6 above, or if the Executive does not adhere to them, the Executive shall not be entitled to receive any compensation referred to in Clause 12.11 below and shall repay any such compensation already received. Furthermore, no compensation referred to in Clause 12.11 is due if the Executive is dismissed for cause in the sense of art. 337 CO.

12.11

If Clauses 12.3 to 12.6 above are applicable and in each case the Company does not release the Executive from his obligations in relation to such Clauses, the Company shall, subject to Clauses 12.10, 12.12 and 12.13, pay to the Executive during the period of six months after the end of the employment a monthly sum equal to the shortfall (if any) between the Executive’s gross monthly salary (not including any bonus) with the Company immediately prior to the cessation of his employment with the Company (the “Original Monthly Salary”) and either (i) the gross monthly salary (not including any bonus) the Executive receives in his new employment, if any; or (ii) €0 in the event that the Executive does not find any new employment following the termination of his employment with the Company, in each case such monthly compensation to be capped at 100% of the Original Monthly Salary provided that if the Company elects (in accordance with the terms of Clauses 12.3 and 12.6) to enforce the restrictions in Clauses 12.3 to 12.6 for longer than six months, then an amount calculated in the same way shall be payable to the Executive as compensation for complying with the covenants set out at Clauses 12.3 and 12.6 above for such longer period.

12.12

To establish the level of compensation payable to the Executive, the Executive shall keep the Company continuously informed of any salary he receives in any new employment or business and shall provide the Company with copies of salary slips or other supporting documents to confirm the same.

12.13

In each case of a violation or breach of one or several of the covenants set out in this Clause 12, the Executive shall pay to the Company liquidated damages in an amount equal to the salary the Company paid to the Executive pursuant to Clause 4 of this Agreement during the last 12 months of the employment. Further, the Executive shall repay to the Company any consideration received for the enforcement of the post-termination restrictive covenants pursuant to Clause 12.11. The payment of liquidated damages and the repayment of considerations received do not exempt the Executive from the covenants set out in this Clause 12. The Company expressively reserves the right to claim damages and to demand the abolishment of any activity contrary to this Agreement (Realexekution).

13.	NOTICES

Any	notice to be given under this Agreement shall be given in writing.

14.	MISCELLANEOUS

14.1	The Executive hereby warrants he has lawful authority to work in Switzerland and that by virtue of entering into this Agreement he is not and will not be in breach of any express or implied terms of any contract, court order or of any other obligation legally binding upon him.

14.2	There is no formal company disciplinary or dismissal procedure in relation to the Executive’s employment. The Executive shall be expected to maintain the highest standards of integrity and behaviour.

14.3	If the Executive has any grievance in relation to his employment he may raise it in writing with the Board whose decision shall be final.

14.4	There are no collective agreements applicable to the Executive’s employment.

14.5	Any benefits provided by the Company to the Executive or his family which are not expressly referred to in this Agreement shall be regarded as ex gratia benefits provided at the entire discretion of the Company and shall not form part of the Executive’s contract of employment.

14.6

The Company shall to the maximum amount permitted by the law be entitled without notice to the Executive at any time during the Executive’s employment and upon termination to set off and/or make deductions from the Executive’s salary or from any other sums due to the Executive from the Company or any Associated Company in respect of any overpayment of any kind made to the Executive or in respect of any outstanding debt or other sum due from him.

14.7

If any provision of this Agreement, as a whole or in part, is or becomes void, voidable or unenforceable for any reason, the validity and enforceability of all other remaining provisions of the Agreement shall not be affected thereby. The void, voidable or unenforceable provision shall, to the extent legally possible, be deemed replaced by that valid, effective and enforceable provision that comes closest to the purpose (economic or otherwise) pursued by the void, voidable or unenforceable provision as regards subject matter, amount, time, place and/or scope.

15.	DEFINITIONS AND INTERPRETATION

15.1	In this Agreement unless the context otherwise requires:

“Associated Company” means any company which has an Interest in Global Blue Management & Co S.C.A., any company in which Global Blue Management & Co S.C.A. has an Interest, and any other company in respect of which Global Blue Management & Co S.C.A. has an Interest;

“Bad Leaver” means a person who: (a) is no longer employed by the Company as a result of being dismissed for Cause; (b) is under notice of termination by the Company in circumstances where the Company is entitled to dismiss the Participant for Cause; (c) has tendered his resignation except for Good Reason; or (d) is no longer employed by the Company as a result of tendering his resignation except for Good Reason.

“Board” means the Board of Directors for the time being of the Company including any duly appointed committee thereof or the directors present at a meeting of the directors of the Company at which a quorum is present but excluding the Executive;

“Cause” means the Executive’s employment has been terminated for a reason specified in Clause 11.1 of this Agreement;

“Control” (or any term derived therefore) means the power, through the holding of securities, shares or voting rights or by any other means, to directly or indirectly direct, manage and/or determine the management or the policies of any person or entity;

“Confidential Information” means any confidential information concerning the business, dealings, affairs or conduct of the Company and/or any Associated Company, its staff and/or business contacts including customers and/or any similar matters and includes but is not limited to:

(a)

any trade secrets of the Company or any Associated Company;

(b)

any information in respect of which the Company or any Associated Company is bound by an obligation of confidence to any third party;

(c)

unpublished and price-sensitive information relating to securities listed on any recognised stock exchange;

(d)

the movements and whereabouts and all personal or private matters concerning senior employees and directors;

(e)

marketing strategies and plans;

(f)

customer lists and details of contacts with or requirements of customers;

(g)

pricing strategies;

(h)

discount rates and sales figures;

(i)

lists of suppliers and rates of charge;

(j)

information which has been supplied in confidence by clients, customers or suppliers;

(k)

any other information treated as confidential by the Company on a day to day basis including software passwords and any other passwords;

(l)

information and details of and concerning the engagement employment and termination of employment of the Executive and any other personnel;

(m)

information concerning any litigation proposed in progress or settled;

(n)

any invention technical data know-how or other manufacturing or trade secrets of the Group and their clients/customers; and

(o)

any other information made available to the Executive which is identified to the Executive as being of a confidential nature;

“Director” means a person appointed as a director of the Company in accordance with applicable law and does not include a shadow director or a “de jure” director;

“Good Leaver” means a person who is not a Bad Leaver;

“Good Reason” means that the Company has materially breached the governance principles relating to the Executive’s role and responsibilities as have been agreed in writing between the parties except that there will be no such breach unless the Executive has: (a) provided the Board with a written notice specifying in reasonable detail the nature of such breach; and (b) given the Board a period of no less than thirty (30) business days to cure such breach and such breach has not been remedied during that period;

“Group” means the Company and the Associated Companies (save, in the case of Clause 4.4 only, where “Group” shall mean the Company and company in which Global Blue Management & Co S.C.A. has an Interest, and any other company in respect of which Global Blue Management & Co S.C.A. has an Interest);

“Intellectual Property” means letters, patents, trade marks, service marks, designs, copyrights, database rights, utility models, design rights, applications for registration of any of the foregoing and the right to apply for them in any part of the world, inventions, drawings, computer programs, confidential information, know-how and rights of like nature arising or subsisting anywhere in the world in relation to all of the foregoing, whether registered or unregistered; and

“Interest” means, in relation to a company:

(a)

the right to exercise (directly or indirectly) at least 50 per cent of the voting rights in that company and/or receive (directly or indirectly) at least 50 per cent of the economic benefit of that company; or

(b)

the right to exercise (directly or indirectly) Management Control over that company,

and, for purposes of this definition, “Management Control” means the right to appoint (or direct the appointment of) at least 50 per cent of the board members of a company or to appoint (or direct the appointment of) the chief executive officer, president or person holding an equivalent position in a company; and

“Nomination and Compensation Committee” means the duly appointed nomination and compensation committee of the Board.

15.2	All references to the word “including” in this Agreement shall be read as and deemed to be references to “including (without limitation)”.

15.3	The headings in this Agreement are for convenience only and shall not affect its construction or interpretation.

15.4	References in this Agreement to Clauses and paragraphs and the Schedule are references to Clauses and paragraphs and the Schedule (which is hereby specifically incorporated in this Agreement) to this Agreement.

15.5	Any reference in this Agreement to a person shall where the context permits include a reference to a body corporate and to any unincorporated body of persons.

15.6	Any word in this Agreement which denotes the singular shall where the context permits include the plural and vice versa and any word in this Agreement which denotes to the masculine gender shall where the context permits include the feminine and/or the neuter genders and vice versa.

15.7	Any reference in this Agreement to a statutory provision shall be deemed to include a reference to any statutory amendment modification or re-enactment of it.

15.8

This Agreement contains the entire understanding between the parties and supersedes all (if any) subsisting agreements, arrangements and understandings (written or oral) relating to the employment or appointment of the Executive with or by the Company (including the director agreement between the Executive and the Company dated 10 April 2014 and the employment agreement dated 16 May 2015), which such agreements, arrangements and understandings shall be deemed to have been entirely replaced by this Agreement by mutual consent. The Executive warrants that he has not entered into this Agreement in reliance on any warranty, representation or undertaking of any nature whatsoever which is not contained in or specifically incorporated in this Agreement.

15.9	Any amendments to this Agreement shall only be valid if set out in writing and signed by both parties.

15.10

This Agreement may be executed in two counterparts, each of which is an original and all of which together evidence the same agreement.

15.11

This Agreement is governed by and shall be construed in accordance with substantive Swiss law (excluding any conflict of law rules).

15.12

Any disputes arising out of this Agreement shall be submitted to the competent courts of Switzerland.


SIGNED by	)	/s/ Jeremy Henderson-Ross
	)	Director

on behalf of GLOBAL BLUE SA

SIGNED by	)	/s/ Jacques Stern
JACQUES STERN	)	Signature of Executive

Schedule (Term Sheet)

14 January 2020

Global Blue SA

Management Incentive Plan and Employment Agreement

Confidential Term Sheet

The following describes the principal terms of the management incentive plan (the “MIP”) and employment agreement, to be adopted and approved by Global Blue SA (the “Company”) in connection with Jacques Stern.


MIP
1. Company/Issuer		Global Blue SA

2. Participants		Jacques Stern (the “Participant”)

3. Securities		The Company will create two types of award: (a) an annual restricted stock award that will be issued each year (each an “RSA”); and (b) a one-off up-front share option award (the “Option Award”). Each RSA will be valued at 1 million Euros on the date that the RSA is granted. Each RSA will be valued on the average mid-market price of the shares in the period that is 20 trading days prior to the date on which the Board grants that RSA. The board that approves the annual financial statements for the Company shall also be the board that grants the RSA each year. As an exception, the initial up-front award and RSA shall be granted to the Participant as soon as practicable following the Closing of the Merger.

4. Vesting		Each RSA will vest in four equal tranches over a four-year period. There shall be a variation to the vesting schedule for the first RSA. The first tranche of the first RSA (consisting of 37.5% of the RSA) shall vest 18 months after the date of grant and the second tranche of the RSA (consisting of 12.5% of the RSA) shall vest 24 months after the date of grant. The third tranche of the RSA (consisting of 25% of the RSA) shall vest 36 months after the date of grant and the fourth tranche of the RSA (consisting of 25% of the RSA) shall vest 48 months after the date of grant. 50% of each RSA will not be subject to any performance targets. 50% of each RSA will be subject to performance targets (the relevant criteria will be based on earnings per share growth and total shareholder return as further determined by the Board in consultation with the Participant). The Option Award will vest using the same basis and allocations as the first RSA. All share options must be exercised within six years of the date of granting the Option Award (otherwise, they will lapse).

5. Awards/Exercise Price		The Participant will be issued with an RSA each year as stated above. The Participant will be issued with 3,475,000 of share options in relation to the Option Award. 1,475,000 share options will have an exercise price of $US 11.5, 800,000 share options will have an exercise price of $US 12.5 and 1,200,000 share options will have an exercise price of $US 15.



6. Call option in relation to leavers		If the Participant’s employment terminates and the Participant is a Good Leaver, the following provisions will apply: (a) the unvested Option Award shall automatically vest a pro rata basis (calculated with reference to the period between the date when the award was issued to the Participant and the date that is six months after the date when his employment actually terminates); (b) any unvested RSA shall automatically vest on a pro rata basis (calculated with reference to the period between the date when the award was issued to the Participant and the date that is six months after the date when his employment actually terminates) subject to satisfaction of any performance criteria as referenced at section 4 above; (c) all other tranches of the unvested Option Award and unvested RSAs shall lapse and be incapable of being exercised or be subject to repurchase at de minimis value (if repurchase is a necessary condition for cancelling the legal effect of the unvested RSA). If the Participant’s employment terminates and the Participant is a Bad Leaver, the following provisions shall except as set out below apply: (a) any unvested Option Award shall lapse and be incapable of being exercised; and (b) any unvested RSA shall be subject to repurchase at de minimis value (if repurchase is a necessary condition for cancelling the legal effect of the unvested RSA). If the Participant is a Bad Leaver as a result of tendering his resignation before the first tranche of either the first RSA or Option Award has vested, such tranche of equity shall still automatically vest provided that his employment does not actually terminate until at least 18 months after the Effective Date (subject to satisfaction of any relevant performance criteria as referenced at section 4 above). Irrespective as to whether the Participant is a Good Leaver or a Bad Leaver, any vested tranches of the Option Award must be exercised within 12 months of the termination of employment.

7. “Effective Date”		Date of Closing of the Merger.

8. Exit Event		An Exit Event refers to the situation where any unvested equity will immediately and automatically vest. For there to be an Exit Event, there must be a material reduction and/or alteration of the Participant’s title, role and responsibilities and one of the Company events identified below must be triggered. The Company events are defined as (i) a “Change of Control” to a third party or any of the existing shareholders whereby 50.1% of voting shares or control of board or management is acquired or (ii) disposal of all or substantially all of the assets of the Company or (iii) a takeover offer in accordance with any US listing requirements.

9. Tax		To be structured in a tax-efficient manner based on a UK non- domiciled resident participant as long as it is no more onerous for the Company. When each RSA vests or when the Option Award vests and is exercised, if there is a income tax and employee social security liability withholding requirement for the Company, the Participant shall indemnify the Company or any other relevant group company for any income tax and employee social security contribution liability due on the RSA or Option Award. The Participant shall also indemnify the Company or any group company to the extent that any such income tax or employee social security contribution liability arises on the lapse of any RSA or Option Award.



10. Leaver		The Participant will be dismissed for Cause if he is dismissed for a reason specified in clause 11.1 of his service agreement. The Participant will qualify as a Bad Leaver if he: (a) is no longer employed by the Company as a result of being dismissed for Cause; (b) is under notice of termination by the Company in circumstances where the Company is entitled to dismiss the Participant for Cause; (c) has tendered his resignation except for Good Reason; or (d) is no longer employed by the Company as a result of tendering his resignation except for Good Reason. The Participant will be a Good Leaver who is not a Bad Leaver. The Participant will resign for a Good Reason if the Company has materially breached the governance principles relating to the Participant’s role and responsibilities as have been agreed in writing between the parties except that there will be no such breach unless the Participant has: (a) provided the Board with a written notice specifying in reasonable detail the nature of such breach; and (b) given the Board a period of no less than thirty (30) business days to cure the breach and such breach has not been remedied during that period. If the Participant is a Good Leaver, he shall receive his basic salary during his notice period as well as a pro-rated bonus (calculated with reference to the period from March 31 of that fiscal year until the date when his employment terminates). If the Participant is a Bad Leaver, he shall receive his basic salary during his notice period but he will neither be eligible to be considered for nor entitled to receive any bonus for the fiscal year.

11. Employment Agreement		The Participant is subject to customary provisions in relation to his obligations as a senior executive including any fiduciary obligations he may owe to the Company, as well as his obligations in relation to confidentiality and intellectual property. The Participant shall continue to be subject to restrictive covenants that prohibit him for a period of 24 months from the termination of his employment from: (a) working in any capacity for a competitor; (b) soliciting or dealing with the Company’s customers; or (c) soliciting or dealing with any employees of the Company.

12. Other rights		RSAs do not entail any voting rights whilst unvested. No dividends will be paid on RSAs whilst unvested.

13. Transfers		The participant shall not be allowed to transfer any shares other than to a trust for the benefit of the Participant and/or his/her family. Any such transfer shall be subject to approval by the board and must be fully compliant with relevant laws. Any transfer between trustees of the approved trust shall only require prior notice to the Company.

14. Governing Law/Jurisdiction		English law, and jurisdiction of courts of England.

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Report on Form 20-F of Global Blue Group Holding AG of our report dated July 31, 2020 relating to the financial statements of Global Blue Group AG, which appears in the proxy statement/prospectus of Global Blue Group Holding AG filed pursuant to Rule 424(b)(3) on August 3, 2020. We also consent to the reference to us under the heading “Experts” in this Report.

/s/ PricewaterhouseCoopers SA

Geneva, Switzerland

September 3, 2020

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference into this Report on Form 20-F, of our report dated March 12, 2020 (which includes an explanatory paragraph relating to the ability of Far Point Acquisition Corporation to continue as a going concern) relating to the balance sheets of Far Point Acquisition Corporation as of December 31, 2019 and 2018, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2019 and for the period from February 23, 2018 (inception) through December 31, 2018, appearing in the proxy statement/prospectus of Global Blue Group Holding AG filed pursuant to Rule 424(b)(3) on August 3, 2020, which is a part of this Report, and to the reference to our Firm under the caption “Experts” in this Report.


/s/ WithumSmith+Brown, PC

New York, New York
September 3, 2020