0001820872
false
0001820872
2023-07-10
2023-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): July 10, 2023 (July 10, 2023)
Global
Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-39576 |
|
98-0598290 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
666 3rd Avenue, 4th Floor
New York, New York 10017
(Address of principal executive offices) (Zip Code)
(646) 344-1290
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Class A common stock, par value of $0.0001 per share |
|
GBTG |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not 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. ¨
| Item 7.01. | Regulation FD Disclosure. |
On
July 10, 2023, Global Business Travel Group, Inc. (the “Company”) issued a press release announcing a series of transactions
that simplify the organizational structure of the Company by eliminating the Company’s umbrella partnership-C corporation (“UP-C”)
structure (the “Corporate Simplification”).
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Item
7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference
into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
The
Company’s UP-C structure was established pursuant to that certain Business Combination Agreement, dated as of December 2, 2021 (the
“BCA”), by and between the Company (f/k/a Apollo Strategic Growth Capital) and GBT JerseyCo Limited, a subsidiary of
the Company (“JerseyCo”). Following the consummation of the transactions contemplated by the BCA, Juweel Investors
(SPC) Limited (“Juweel”), American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Shareholder”)
and EG Corporate Travel Holdings LLC (together with Juweel and Amex Shareholder, the “Legacy Stockholders”) collectively
owned all of the issued and outstanding shares of Class B common stock of the Company (“Class B Common Stock”) and
the same number of B ordinary shares of JerseyCo (“JerseyCo B Shares” and, together with Class B Common Stock, “B
Shares”). Prior to the Corporate Simplification, the other stockholders of the Company collectively owned all of the issued
and outstanding shares of Class A common stock of the Company (the “Class A Common Stock”). Each of the Legacy Stockholders
has the contractual right to cause JerseyCo to redeem JerseyCo B Shares (with the concurrent surrender for cancellation of an equal number
of shares of Class B Common Stock) in exchange for the issuance by the Company to such Legacy Stockholder of an equal number of shares
of Class A Common Stock pursuant to that certain Exchange Agreement, dated as of May 27, 2022, by and among the Company, JerseyCo and
the Legacy Stockholders (the “Exchange Agreement”). The Exchange Agreement also provides the Company with the right
to elect that such exchange be effected by the Legacy Stockholders transferring their B Shares to the Company in exchange for the issuance
by the Company to such Legacy Stockholders of shares of Class A Common Stock. Each of the Legacy Stockholders also own C ordinary shares
of JerseyCo (“JerseyCo C Shares”). Pursuant to the BCA and prior to the Corporate Simplification, each of the JerseyCo
C Shares owned by the Legacy Stockholders would convert into an equal number of shares of Class B Common Stock and JerseyCo B Shares upon
the trading price of a share of Class A Common Stock meeting certain price thresholds over a certain period of time, each as set forth
in the BCA.
As
part of the Corporate Simplification, the Legacy Stockholders concurrently exercised their rights under the Exchange Agreement by making
an Unrestricted Exchange (as defined in the Exchange Agreement), resulting in the transfer of all of each Legacy Stockholder’s B
Shares to the Company in exchange for the issuance by the Company to such Legacy Stockholder of an equal number of shares of Class A Common
Stock.
The
parties to the Exchange Agreement also entered into an amendment and waiver (the “Waiver”) pursuant to which, among
other things, the parties thereto waived certain tax provisions of the Exchange Agreement in order to, among other things, permit the
Company and each of the Legacy Stockholders to report the Corporate Simplification as a transaction qualifying for non-recognition treatment
under Section 351 of U.S. Internal Revenue Code of 1986, as amended. Because the Corporate Simplification is expected to qualify for non-recognition
treatment, the Company is expected to receive a lower tax basis “step-up” upon the exchange of the Legacy Stockholders’
B Shares for shares of Class A Common Stock than it may have received if the Legacy Stockholders had made such exchanges in taxable transactions.
The net tax impact of the Corporate Simplification is not expected to be material to the Company. Following the Corporate Simplification,
because no JerseyCo B Shares remain outstanding, the Legacy Stockholders are no longer entitled to receive Tax Distributions (as defined
in that certain Shareholders Agreement, dated as of May 27, 2022, by and among the Company, JerseyCo and the Legacy Stockholders (the
“Shareholders Agreement”)).
The
Company also entered into an amendment to the BCA with JerseyCo (the “BCA Amendment”) and a letter agreement amending
the Shareholders Agreement (the “SHA Amendment”), to provide, among other things, that the JerseyCo C Shares owned
by the Legacy Stockholders will be, upon the Class A Common Stock meeting the price thresholds set forth in the BCA over the period of
time set forth in the BCA, cancelled in exchange for shares of Class A Common Stock, rather than into B Shares which would be exchangeable
for shares of Class A Common Stock under the Exchange Agreement. The BCA Amendment also provides that certain rights of holders of the
JerseyCo C Shares with respect to dividends and distributions and with respect to potential payments upon the winding up of JerseyCo that
had been obligations of JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of
the Company. Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of JerseyCo and the Fourth
Amended and Restated Articles of Association of JerseyCo (together with the Waiver, the BCA amendment and the SHA Amendment, the “Transaction
Documents”).
The
foregoing descriptions of the Transaction Documents do not purport to be complete and are qualified in their entirety by reference to
the full text of each of the Transaction Documents, which are attached hereto as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2 and Exhibit 99.2,
and each of which is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
Number |
|
Description |
2.1 |
|
Amendment No. 1 to Business Combination Agreement, dated as of July 10, 2023, by and between Global Business Travel Group, Inc. and GBT JerseyCo Limited. |
10.1 |
|
Amendment and Waiver, dated as of July 10, 2023, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC. |
10.2 |
|
Letter Agreement (Shareholders Agreement), dated as of July 10, 2023, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC. |
99.1 |
|
Press Release dated July 10, 2023. |
99.2 |
|
Fifth Amended and Restated Memorandum of Association of GBT JerseyCo Limited and the Fourth Amended and Restated Articles of Association of GBT JerseyCo Limited |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Global
Business Travel Group, Inc. |
|
|
|
By: |
/s/ Eric J. Bock |
|
|
Name: Eric J. Bock |
|
|
Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary |
Date: July 10, 2023
Exhibit 2.1
CONFIDENTIAL
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 1 TO THE
BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of July 10, 2023, is made by and between Global Business
Travel Group, Inc., a Delaware corporation (f/k/a Apollo Strategic Growth Capital) (“PubCo”), and GBT JerseyCo Limited,
a company limited by shares incorporated under the laws of Jersey (“JerseyCo” and, together with PubCo, the “Parties”).
Capitalized terms used but not defined in this Amendment have the meanings given to them in the Business Combination Agreement (as defined
below).
WHEREAS, the Parties entered
into that certain Business Combination Agreement, dated as of December 2, 2021 (as amended from time to time, the “Business Combination
Agreement”); and
WHEREAS, pursuant to and in
accordance with Section 10.11 of the Business Combination Agreement, the Parties desire to modify and amend the Business Combination Agreement
as set forth in this Amendment.
NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
| 1. | Amendments to existing provisions of the Business Combination Agreement. Sections 2.7(a), 2.7(b),
2.7(c) and 2.7(e) of the Business Combination Agreement are hereby deleted in their entirety from the Business Combination Agreement and
replaced with the following: |
(a)
If, at any time during the five (5) years following the Closing Date, the VWAP of Domesticated Acquiror Class A Common Stock is
greater than or equal to $12.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when
the foregoing is first satisfied, the “First Earnout Achievement Date”):
(i)
(x) one-half of the OpCo C Ordinary Shares held by any equityholder of the Company on account of such equityholder’s pre-Closing
ownership of Company Ordinary Shares (after giving effect to the actions contemplated by Section 2.1(b) with respect to Company
Preferred Shares and Section 2.1(c) with respect to Company Profit Shares) shall automatically and without further action on the
part of any Person (subject to applicable Law) be redeemed and cancelled for no consideration therefor, and (y) one-half of the OpCo C
Ordinary Shares held by any equityholder of the Company on account of such equityholder’s pre-Closing ownership of Legacy Company
MIP Options or Company MIP Shares (excluding any Company MIP Shares that are redeemed and cancelled for cash consideration pursuant to
Section 2.1(f)) shall automatically and without further action on the part of any Person (subject to applicable Law) be redeemed
and cancelled for no consideration therefor; and
(ii)
Acquiror shall promptly issue to (x) each holder of OpCo C Ordinary Shares who held such OpCo C Ordinary Shares on account of
such holder’s pre-Closing ownership of Company Ordinary Shares (after giving effect to the actions contemplated by Section 2.1(b)
with respect to Company Preferred Shares and Section 2.1(c) with respect to Company Profit Shares), a
number of shares of Domesticated Acquiror Class A Common Stock equal to one-half of the number of shares of OpCo C Ordinary Shares
held by such equityholder and (y) each holder of OpCo C Ordinary Shares who held such OpCo C Ordinary Shares on account of such holder’s
pre-Closing ownership of Legacy Company MIP Options or Company MIP Shares (excluding any Company MIP Shares that are redeemed and cancelled
for cash consideration pursuant to Section 2.1(f)), a number of shares of Domesticated Acquiror Class A Common Stock equal to one-half
of the number of shares of OpCo C Ordinary Shares held by such equityholder (and, in the case of Legacy Company MIP Options, subject to
the same time-vesting conditions, if any, that apply to the corresponding OpCo C Ordinary Shares immediately prior to the First Earnout
Achievement Date; provided that a number of OpCo C Ordinary Shares shall be subject to net-settlement in respect of any applicable
withholding Taxes due upon the issuance of Domesticated Acquiror Class A Common Stock).
(b)
If, at any time during the five (5) years following the Closing, the VWAP of Domesticated Acquiror Class A Common Stock is greater
than or equal to $15.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing
is first satisfied, the “Second Earnout Achievement Date”):
(i)
(x) the remaining OpCo C Ordinary Shares held by any equityholder of the Company on account of such equityholder’s pre-Closing
ownership of Company Ordinary Shares (after giving effect to the actions contemplated by Section 2.1(b) with respect to Company
Preferred Shares and Section 2.1(c) with respect to Company Profit Shares) shall automatically and without further action on the
part of any Person (subject to applicable Law) be redeemed and cancelled for no consideration therefor and (y) the remaining OpCo C Ordinary
Shares held by any equityholder of the Company on account of such equityholder’s pre-Closing ownership of Legacy Company MIP Options
or Company MIP Shares (excluding any Company MIP Shares that are redeemed and cancelled for cash consideration pursuant to Section
2.1(f)) shall automatically and without further action on the part of any Person (subject to applicable Law) be redeemed and cancelled
for no consideration therefor; and
(ii) Acquiror
shall promptly issue to (x) each holder of OpCo C Ordinary Shares who held such OpCo C Ordinary Shares on account of such
holder’s pre-Closing ownership of Company Ordinary Shares (after giving effect to the actions contemplated by Section
2.1(b) with respect to Company Preferred Shares and Section 2.1(c) with respect to Company Profit Shares), a
number of shares of Domesticated Acquiror Class A Common Stock equal to the number of OpCo C Ordinary Shares held by such
equityholder on the Second Earnout Achievement Date and (y) each holder of OpCo C Ordinary Shares who held such OpCo C Ordinary
Shares on account of such holder’s pre-Closing ownership of Legacy Company MIP Options or Company MIP Shares (excluding any
Company MIP Shares that are redeemed and cancelled for cash consideration pursuant to Section 2.1(f)), a number of shares of
Domesticated Acquiror Class A Common Stock equal to the number of OpCo C Ordinary Shares held by such equityholder on the Second
Earnout Achievement Date (and, in the case of Legacy Company MIP Options, subject to the same time-vesting conditions, if any, that
apply to the corresponding OpCo C Ordinary Shares immediately prior to the Second Earnout Achievement Date; provided that a
number of OpCo C Ordinary Shares shall be subject to net-settlement in respect of any applicable withholding Taxes due upon the
issuance of Domesticated Acquiror Class A Common Stock).
(c)
For the avoidance of doubt, the holders of Company Ordinary Shares (after giving effect to the actions contemplated by Section
2.1(b) with respect to Company Preferred Shares and Section 2.1(c) with respect to Company Profit Shares) shall be entitled
to receive the shares of Domesticated Acquiror Class A Common Stock described in Section 2.7(a) and Section 2.7(b) only
upon the occurrence of the First Earnout Achievement Date and the Second Earnout Achievement Date, respectively.
(e) Each
of (i) the Domesticated Acquiror Class A Common Stock price targets set forth in Section 2.7(a), Section 2.7(b) and Section 2.7(d) and
(ii) the number of shares of Domesticated Acquiror Class A Common Stock to be issued pursuant to Section 2.7(a), Section 2.7(b) and Section
2.7(d) shall be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations,
reclassifications, combinations or other like changes or transactions with respect to the OpCo B Ordinary Shares, shares of Acquiror Class
B Common Stock and Domesticated Acquiror Class A Common Stock occurring after the Closing (other than the Transactions).
| 2. | Additional provisions of the Business Combination Agreement. The following provisions are hereby
added as Section 2.7(h) and 2.7(i) of the Business Combination Agreement: |
(h) Dividends.
Notwithstanding anything herein to the contrary but subject at all times to the Law, if at any time the directors of Acquiror
declare a dividend or other distribution on the outstanding Acquiror Class A Common Stock, and any OpCo C Ordinary Shares remain
issued and outstanding as of the record date of such dividend or distribution (the “Specified Record Date”), then
Acquiror shall, on the payment date for such dividend or distribution (the “Specified Payment Date”), either (i)
if, as of the applicable Specified Payment Date, OpCo C Ordinary Shares that were outstanding as of the applicable Specified Record
Date have, in connection with an Earnout Achievement Date, been cancelled (subject to Acquiror’s obligation under Section
2.7 to issue Acquiror Class A Common Stock to the holders of such cancelled OpCo C Ordinary Shares upon the occurrence of
an Earnout Achievement Date), in each case in accordance with the terms of this Agreement, then Acquiror shall pay an amount per
share equal to the per share amount of such dividend or distribution declared by the directors of Acquiror in respect of Class A
Common Stock (the “C Ordinary Shares Dividend Amount”) on the Specified Payment Date to the holders of such C
Ordinary Shares as of the Specified Record Date or (ii) with respect to any OpCo C Ordinary Shares that remain outstanding as of the
applicable Specified Payment Date, in lieu of paying the C Ordinary Shares Dividend Amount directly to the holders of such OpCo C
Ordinary Shares, set aside or reserve for payment an amount equal to such C Ordinary Shares Dividend Amount in respect of each such
outstanding OpCo C Ordinary Share (the “Reserve Amount”), which Reserve Amount shall be paid to such holders of
OpCo C Ordinary Shares, if at all, only upon the occurrence of a subsequent Earnout Achievement Date with respect to such Shares. If
an Earnout Achievement Date does not occur between a Specified Payment Date on which a Reserve Amount is established and the five
(5) year anniversary of the Closing Date, any amounts in the Reserve Amount with respect to such OpCo C Ordinary Shares shall
automatically be released to Acquiror, and the right to receive the C Ordinary Shares Dividend Amount in respect of any OpCo C
Ordinary Share that remains outstanding as of the five (5) year anniversary of the Closing Date shall be deemed to have expired.
(i) In
the event of a winding up of JerseyCo pursuant to Article 29 of the Company Articles of Association, Acquiror shall pay the holders of
OpCo C Ordinary Shares all amounts due under Article 29.2 of the Company Articles of Association to such holders of OpCo C Ordinary Shares,
subject to the terms and conditions of Article 29.2 of the Company Articles of Association.
| 3. | Rights of Third Parties. Notwithstanding anything to the contrary in the Business Combination Agreement,
holders of OpCo C Ordinary Shares are intended third-party beneficiaries of, and may enforce, Section 2.7 thereof. |
| 4. | Remaining Effect. Except as expressly set forth herein, the terms, covenants, provisions and conditions
of the Business Combination Agreement shall remain unmodified and continue in full force and effect. |
| 5. | Miscellaneous. This Amendment shall be subject to Sections 10.2-10.8 and Sections 10.10-10.16 of
the Business Combination Agreement, which are incorporated by reference herein, mutatis mutandis. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have caused
this Amendment to be executed as of the date first written above.
|
GLOBAL BUSINESS TRAVEL GROUP,
INC. |
|
|
|
By: |
/s/ Eric J. Bock |
|
|
Name: |
Eric J. Bock |
|
|
Title: |
Chief Legal Officer and Global Head of Mergers & Acquisitions and Compliance and Corporate Secretary |
|
|
|
GBT JERSEYCO LIMITED |
|
|
|
By: |
/s/ Eric J. Bock |
|
|
Name: |
Eric J. Bock |
|
|
Title: |
Director |
[Signature Page to Amendment No. 1 to Business Combination Agreement]
Exhibit 10.1
CONFIDENTIAL
AMENDMENT AND WAIVER
This amendment and waiver
(this “Amendment and Waiver”), dated as of July 10, 2023, is made by and among Global Business Travel Group, Inc. (“PubCo”),
GBT JerseyCo Limited (“JerseyCo”), American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex
Shareholder”), Juweel Investors (SPC) Limited (“Juweel”) and EG Corporate Travel Holdings LLC (“Expedia
Shareholder” and, collectively with PubCo, JerseyCo, Amex Shareholder and Juweel, the “Parties”). Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as defined below) or the A&R
JerseyCo M&A.
WHEREAS, on December 2, 2021,
JerseyCo and Apollo Strategic Growth Capital, a Cayman Islands exempted company, entered into a Business Combination Agreement (as amended
from time to time, the “BCA”);
WHEREAS, on May 27, 2022,
the Parties entered into (i) that certain Exchange Agreement (as amended from time to time, the “Exchange Agreement”)
and (ii) that certain Shareholders Agreement (as amended from time to time, the “Shareholders Agreement”);
WHEREAS, the Parties have
agreed to enter into the transactions contemplated herein in order to eliminate PubCo’s and JerseyCo’s “Up-C”
structure in a transaction intended to qualify for non-recognition treatment under Section 351(a) of the Code; and
WHEREAS, the Parties are entering
into a series of related agreements, pursuant to which, among other things, in exchange for Class A PubCo Common Shares (including a contingent
number of Class A PubCo Common Shares to be issued as described below and in amendment to the BCA (the “BCA Amendment”))
(i) all of JerseyCo B Ordinary Shares and Class B PubCo Common Shares owned by Amex Shareholder, Juweel and Expedia Shareholder will be
surrendered to PubCo, (ii) the terms of the C Ordinary Shares of JerseyCo will be modified to provide that upon the achievement of any
Triggering Event prior to the Earnout Termination Date, the C Ordinary Shares owned by Amex Shareholder, Juweel and Expedia Shareholder
as of the date hereof will be cancelled and (iii) the BCA Amendment will provide that the Amex Shareholder, Juweel and Expedia Shareholder
(or their applicable designees) will not receive JerseyCo B Ordinary Shares and Class B PubCo Common Shares into which the C Ordinary
Shares otherwise would have converted (i.e., after the BCA Amendment, the Amex Shareholder, Juweel, and Expedia Shareholder shall
have no further claim to additional JerseyCo equity) (such exchange of Class A PubCo Common Shares for items (i), (ii) and (iii) collectively
being the “351 Exchange”); and
WHEREAS, concurrently with
the execution of this Amendment and Waiver, and as part of the 351 Exchange, (i) Amex Shareholder, Juweel and Expedia Shareholder are
concurrently delivering an Unrestricted Exchange Notice specifying July 10, 2023 as the Exchange Date for the Unrestricted Exchange of
100% of each parties’ JerseyCo B Ordinary Shares and (ii) PubCo is delivering an Optional Direct Exchange Notice to each of Amex
Shareholder, Juweel and Expedia Shareholder with respect to such Unrestricted Exchanges.
NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
| a. | Each of the Parties hereby irrevocably, unconditionally and voluntarily waives, solely with respect to
the 351 Exchange, the requirement set forth in Section 2.7(b) of the Exchange Agreement that (i) for U.S. federal (and applicable state
and local) income tax purposes, each of the Eligible JerseyCo Owners, JerseyCo and PubCo treat each Exchange as a taxable sale under Section
1001 of the Code by the Eligible JerseyCo Owner of Exchange Securities to PubCo for the payment by PubCo of the Exchange Payment and (ii)
no party take a contrary position on any income tax return, amendment thereof or communication with a taxing authority. In addition, (i)
each of Amex Shareholder, Juweel and Expedia Shareholder irrevocably, unconditionally and voluntarily waives, solely with respect to the
351 Exchange, any rights that such party has under the Exchange Agreement to withdraw the Unrestricted Exchange Notice and (ii) PubCo
irrevocably, unconditionally and voluntarily waives, solely with respect to the 351 Exchange, any rights that PubCo has under the Exchange
Agreement to revoke the Optional Direct Exchange Notices. |
| b. | Each of the Parties hereby irrevocably, unconditionally, and voluntarily agrees that the requirement under
Section 2.7(a)(ii)(A) of the Exchange Agreement that each Eligible JerseyCo Owner provide an ECI Certificate shall be deemed to be satisfied
if the Eligible JerseyCo Owner provides PubCo with a certificate under Treasury Regulations section 1.1446(f)-2(b)(6) with respect to
the 351 Exchange. |
| c. | Each of the Parties hereby irrevocably, unconditionally, and voluntarily agrees that the requirement under
Section 2.7(a)(ii)(B) of the Exchange Agreement that each Eligible JerseyCo Owner provide a FIRPTA Certificate shall be deemed to be satisfied
if the Eligible JerseyCo Owner provides PubCo with a notice under Treasury Regulations section 1.1445-2(d)(2)(i), substantially in the
form attached hereto as Exhibit A, with respect to the 351 Exchange. PubCo shall mail a copy of such notice to the Internal Revenue Service
(“IRS”), at the address specified in Treasury Regulations section 1.1445-1(g)(10) (or other applicable IRS guidance), in the
manner and within the time period specified in Treasury Regulations section 1. 1.1445-2(d)(2)(i)(B). |
| d. | Each of the Parties hereby irrevocably, unconditionally, and voluntarily waives, solely with respect to
the 351 Exchange, the requirement set forth in Section 2.7(c) of the Exchange Agreement that PubCo deliver a notification to JerseyCo
in accordance with Treasury Regulations section 1.743-1(k)(2). |
| 2. | Remaining Effect. Except as expressly set forth herein, the terms, covenants, provisions and conditions
of the Exchange Agreement shall remain unmodified and continue in full force and effect. |
| 3. | Intended Tax Treatment. The Parties intend that the transactions consummated pursuant to the 351
Exchange, pursuant to which each of Amex Shareholder, Juweel, and Expedia Shareholder transfer all of their respective interests in JerseyCo
equity to PubCo in exchange for (i) shares of PubCo Class A Common Stock on the Exchange Date and (ii) any additional shares of PubCo
Class A Common Stock to be issued on the First Earnout Achievement Date and the Second Earnout Achievement Date, shall be treated for
U.S. federal (and applicable state and local) income tax purposes as transactions in connection with which no gain or loss shall be recognized
pursuant to Section 351(a) of the Code (with the issuance of contingent stock consideration described in clause (ii) qualifying as nontaxable
pursuant to Revenue Procedure 84-42 and related authorities, except to the extent treated as imputed interest pursuant to Section 483
of the Code), and that following those transactions (and for so long as PubCo owns all of the equity interests in JerseyCo for U.S. federal
income tax purposes), JerseyCo shall be disregarded as an entity separate from PubCo for U.S. federal income tax purposes. No Party shall
take a position contrary to the intended tax treatment described in this paragraph 3 on any income tax return, amendment thereof, or communication
with a taxing authority, except pursuant to a final determination within the meaning of section 1313(a) of the Code or any other event
(including execution of an IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for tax. |
| 4. | Each of the Parties hereby represents and warrants that it is not aware of any fact or circumstance that
could reasonably be construed to cause the transactions consummated pursuant to the 351 Exchange to fail to qualify for the intended tax
treatment described in Paragraph 3 of this Amendment and Waiver. |
| 5. | Miscellaneous. This Amendment and Waiver may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that this Amendment
and Waiver will be legally binding upon the electronic transmission, including by email, by each such party of a signed signature page
to this Amendment and Waiver to the other Parties. |
[Signature page follows]
IN WITNESS WHEREOF, the Parties have executed this
Amendment and Waiver as of the date first written above.
|
gbt
jERSEYCO LIMITED |
|
|
|
By: |
/s/
Eric J. Bock |
|
Name: |
Eric J. Bock |
|
Title: |
Director |
|
|
|
GLOBAL
BUSINESS TRAVEL GROUP, INC. |
|
|
|
By: |
/s/
Eric J. Bock |
|
Name: |
Eric J. Bock |
|
Title: |
Chief Legal Officer and Global Head of Mergers & Acquisitions and Compliance and Corporate Secretary |
|
|
|
JUWEEL INVESTORS (SPC) LIMITED,
acting on behalf of and for the account of the LEGACY SEGREGATED PORTFOLIO |
|
|
|
By: |
/s/ Michael Gregory
O'Hara |
|
Name: |
Michael Gregory O'Hara |
|
Title: |
Authorized Signatory |
|
|
|
American
Express Travel Holdings Netherlands Coöperatief U.A. |
|
|
|
By: |
/s/ Gregory A.
Hybl |
|
Name: |
Gregory A. Hybl |
|
Title: |
Director |
|
|
|
EG
CORPORATE TRAVEL HOLDINGS LLC |
|
|
|
By: |
/s/ Harshit Vaish |
|
Name: |
Harshit Vaish |
|
Title: |
Authorized Signer |
[Signature Page to Amendment
and Waiver (Exchange Agreement)]
Exhibit 10.2
CONFIDENTIAL
Global Business Travel Group, Inc.
GBT JerseyCo Limited
666 Third Avenue
New York New York 10017
July 10, 2023
RE: Shareholders Agreement
Reference is hereby made to the Shareholders Agreement,
dated as of May 27, 2022, by and among Global Business Travel Group, Inc., a Delaware corporation, GBT JerseyCo Limited, a company limited
by shares incorporated under the laws of Jersey, American Express Travel Holdings Netherlands Coӧperatief U.A., Juweel Investors
(SPC) Limited and EG Corporate Travel Holdings LLC (as clarified by that certain letter dated November 17, 2022, and as amended from time
to time, the “Shareholders Agreement”). Capitalized terms used but not defined in this letter agreement (this “Letter”)
have the meanings given to them in the Shareholders Agreement.
The parties hereto are entering into a series
of related agreements, pursuant to which, among other things, all of the B Ordinary Shares and Class B Common Stock owned by Amex, Juweel
and Expedia will be exchanged for shares of Class A Common Stock (including a contingent number of shares of Class A Common Stock to be
issued as described below and in the BCA Amendment (as defined herein)), in a transaction or series of transactions intended to qualify
for non-recognition treatment under Section 351 of the Code (the “351 Exchange”). As part of the 351 Exchange, and
concurrently with the execution of this Letter, the Company and JerseyCo are amending the BCA (the “BCA Amendment”)
to provide that, upon achievement of any Triggering Event prior to the Earnout Termination Date, the C Ordinary Shares owned by Amex,
Juweel and Expedia as of the date hereof will be cancelled and Amex, Juweel and Expedia (or their applicable designees) will receive additional
shares of Class A Common Stock, rather than the B Ordinary Shares and Class B Common Stock into which the C Ordinary Shares otherwise
would have converted. After giving effect to the 351 Exchange, the Company will own all of the equity interests in JerseyCo for U.S. federal
income tax purposes, and the Company’s and JerseyCo’s “Up-C” structure will be eliminated.
The parties hereto now desire to amend the below
definitions in the Shareholders Agreement by adding the below bolded text to, and deleting the strikethrough text
from, the Shareholders Agreement as if such amended definitions were included in the original Shareholders Agreement.
“Amex
Shares” shall mean the Shares held by Amex on the Effective Date, including all securities issued in connection with any
merger, consolidation, share exchange, share dividend, share distribution, share split, reverse share split, share combination, recapitalization,
reclassification, subdivision, conversion or similar transaction in respect thereof following the Effective Date, including as a result
of the conversion and re-designation issuance of additional Class A Common Stock to Amex on account of its pre–Effective
Date ownership of Company Ordinary Shares (as defined in the BCA), upon the occurrence of any Triggering Event prior to the Earnout Termination
Date.
“B
Ordinary Shares” shall mean non-voting redeemable shares of JerseyCo designated as ordinary shares with a nominal value of
Euro €0.00001, including all such securities issued in connection with any merger, consolidation, share exchange, share dividend,
share distribution, share split, reverse share split, share combination, recapitalization, reclassification, subdivision, conversion or
similar transaction in respect thereof following the Effective Date, including as a result of the conversion and re-designation
of C Ordinary Shares issued to certain JerseyCo shareholders on account of their pre–Effective Date ownership of Company Ordinary
Shares (as defined in the BCA), upon the occurrence of any Triggering Event prior to the Earnout Termination Date.
“C
Ordinary Shares” shall mean non-voting redeemable shares of JerseyCo designated as ordinary shares with a nominal value of
Euro €0.00001, including all such securities issued in connection with any merger, consolidation, share exchange, share dividend,
share distribution, share split, reverse share split, share combination, recapitalization, reclassification, subdivision, conversion or
similar transaction in respect thereof following the Effective Date; provided, however, that B Ordinary Shares resulting from
the conversion and re-designation of C Ordinary Shares issued to certain JerseyCo shareholders on account of their pre–Effective
Date ownership of Company Ordinary Shares (as defined in the BCA), upon the occurrence of any Triggering Event prior to the Earnout Termination
Date, will not constitute C Ordinary Shares under this definition.
“Class
A Common Stock” shall mean shares of Class A common stock, par value $0.0001 per share, of the Company, including all such
securities issued in connection with any merger, consolidation, share exchange, share dividend, share distribution, share split, reverse
share split, share combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof
following the Effective Date, including upon the occurrence of any Triggering Event prior to the Earnout Termination Date.
“Class
B Common Stock” shall mean shares of Class B common stock, par value $0.0001 per share, of the Company, including all such
securities issued in connection with any merger, consolidation, share exchange, share dividend, share distribution, share split, reverse
share split, share combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof
following the Effective Date, including contemporaneously with the issuance of B Ordinary Shares to certain JerseyCo shareholders
on account of their pre–Effective Date ownership of Company Ordinary Shares (as defined in the BCA), upon the occurrence of any
Triggering Event prior to the Earnout Termination Date.
“Juweel
Shares” shall mean the Shares held by Juweel on the Effective Date, including all securities issued in connection with any
merger, consolidation, share exchange, share dividend, share distribution, share split, reverse share split, share combination, recapitalization,
reclassification, subdivision, conversion or similar transaction in respect thereof following the Effective Date, including as a result
of the conversion and re-designation issuance of additional Class A Common Stock to Juweel on account of its pre–Effective
Date ownership of Company Ordinary Shares (as defined in the BCA), upon the occurrence of any Triggering Event prior to the Earnout Termination
Date.
In addition, the parties hereto now desire to
add new paragraph 4.4.11 to the Shareholders Agreement as if such amended paragraph 4.4.11 was included in the original Shareholders Agreement.
4.4.11. Partnership
Status. For the avoidance of doubt, the provisions of this Section 4.4 shall have effect only with respect to any taxable period for
which JerseyCo is treated as a partnership for U.S. federal, state or local income Tax purposes.
In addition, the parties hereto now desire to
amend the below sections in the Shareholders Agreement by adding the below bolded text to, and deleting the strikethrough
text from, the Shareholders Agreement as if such amended sections were included in the original Shareholders Agreement.
3.3.2(d) amendments
to JerseyCo’s constitutional documents, including the Articles, that (i)(A) relate specifically and solely to rights, priorities
or privileges of the B Ordinary Shares or the C Ordinary Shares, as applicable, or (B) have a disproportionate
adverse effect on the B Ordinary Shares or the C Ordinary Shares, as applicable, as compared to any
other class or series of Shares, and (ii) do not require a separate class vote of the holders of B Ordinary Shares or C
Ordinary Shares, as applicable; provided that, for the avoidance of doubt, this clause (d) shall not apply
in the case of a change of control of the Company or JerseyCo in which the relative rights, priorities and privileges of B Ordinary
Shares or C Ordinary Shares, as applicable, prior to giving effect to such transaction, are respected; or
5.1. Capital
Accounts. (a) For any period for which JerseyCo is treated as a partnership for U.S. federal, state or local income Tax purposes,
JerseyCo shall maintain a separate capital account (each, a “Capital Account”)
for each holder of JerseyCo Shares in accordance with the following provisions:
6.1.2. By
March 31 of each Tax YearWith respect to any Tax Year in which JerseyCo was treated as a partnership for U.S. federal, state
or local income Tax purposes, at least 60 days prior to providing Tax Forms in accordance with Section 6.1.3, JerseyCo shall, at its
expense, use reasonable efforts to provide or cause to be provided to each holder of JerseyCo Shares a good faith estimate of the items
that will be reported on the Schedule K-1 with respect to such holder for the precedingssuch Tax Year,
which good faith estimate may be based to the extent practicable on the quarterly reports described in Section 6.1.4 hereto and shall
include, to the extent reasonably practicable, sufficient information to (a) permit such holder to identify items of income described
in Section 871(a) or 881(a) of the Code (commonly referred to as “FDAP income”), (b) identify the U.S. source dividend income
allocated to such holder, and (c) permit such holder to determine the amount of any material “unrelated business taxable income”
(within the meaning of Section 512(a) of the Code) with respect to any direct or indirect beneficial owner of such holder that is a Tax-exempt
organization.
6.1.3.
With respect to any Tax Year in which JerseyCo was treated as a partnership for U.S.
federal, state or local income Tax purposes, JerseyCo shall use reasonable efforts to, by May 31 of each succeedingthe
earlier of (x) the due date (taking into account automatic extensions) for filing JerseyCo’s IRS Form 1065 (U.S. Return of Partnership
Income) in respect of such Tax Year and (y) May 31 of the calendar year immediately following the calendar year in which such Tax Year
ends, at its expense, provide or cause to be provided to each holder of JerseyCo
Shares a Schedule K-1 and any other U.S. federal, state, local or foreign income Tax Returns, forms, statements and related disclosures
or other information (each, a “Tax Form”) with respect to JerseyCo for the preceding Tax Year as may be necessary to enable
such holder to (a) prepare its U.S. federal income Tax Returns, including a statement showing such holder’s share of income, gain,
loss, deductions and credits for such Tax Year for U.S. federal income Tax purposes, (b) prepare such state, local and foreign income
Tax Returns and other Tax Returns as are required to be filed by such holder (or its direct or indirect beneficial owners) as a result
of JerseyCo’s activities in any applicable jurisdiction, (c) in the case of any holder, allocate among its direct or indirect beneficial
owners such holder’s distributive share of Company income or loss based on the jurisdiction in which the income or loss arose in
a form that will enable such holder to prepare the U.S. federal, state and local income Tax Returns of such direct and indirect beneficial
owners, and (d) in the case of any holder, determine and differentiate among items of U.S. Source Income and items of Non-U.S. Source
Income allocated to such holder.
6.1.4.
Within ten (10) days after the end of each calendar quarter during which JerseyCo was treated as a partnership for U.S. federal, state
or local income Tax purposes (or sooner if required by a holder of JerseyCo Shares to comply with any requirement of Law), JerseyCo
shall, at its expense, deliver or cause to be delivered to each holder a report with respect to such calendar quarter containing an estimate
of such quarter’s taxable income and Tax payments, an estimate of U.S. Source Income and Non-U.S. Source Income and other information
reasonably requested by such holder in writing (including through any accounting firm employed by a holder) and a description of substantial
investments and acquisitions made directly or indirectly by JerseyCo (including, for the avoidance of doubt, investments made by any Subsidiary
of JerseyCo) during such calendar quarter (including a designation of whether (and to what extent) the taxable income generated by such
investment or acquisition is expected to be U.S. Source Income or Non-U.S. Source Income). Such report shall also include a good-faith
estimate of the preceding items for each remaining calendar quarter of the applicable Tax Year.
6.2. PFIC.
JerseyCo, in consultation with the Company and the Shareholders, shall make a good faith determination each Tax Year whether JerseyCo
holds, directly or indirectly, an interest in any “passive foreign investment company” (as defined in Section 1297(a) of
the Code) (“PFIC”). If JerseyCo determines that it holds an interest in a PFIC for any Tax Year, then JerseyCo shall notify
the Company and each Shareholder that such entity is a PFIC and use commercially reasonable efforts to cause such PFIC to provide (and
if provided by such PFIC, to provide each holder of JerseyCo Shares as soon as practicable thereafter) (a) all information necessary
for such holder to make and maintain a “qualified electing fund” election in respect of such PFIC, (b) all information necessary
to complete an IRS Form 8621, and (c) a PFIC Annual Information Statement in accordance with applicable Law. JerseyCo also agrees to
use commercially reasonable efforts to cause such PFIC to allow each holder to inspect and copy such PFIC’s permanent books of
account, records, and such other documents as may be necessary to establish that the financial information included on such PFIC Annual
Information Statement is computed in accordance with U.S. federal income Tax principles. This Section 6.2 shall have
effect only with respect to any taxable period in which JerseyCo is treated as a partnership for U.S. federal income Tax purposes.
6.3. CFC.
JerseyCo shall make a good faith determination each Tax Year whether it holds, directly or indirectly, an interest in a “controlled
foreign corporation” (as defined in Section 957 of the Code) (“CFC”), and if JerseyCo determines that it holds an interest
in a CFC for any Tax Year, then JerseyCo shall use commercially reasonable efforts to (a) notify each holder of JerseyCo Shares that such
entity is a CFC and (b) provide each holder with any information or calculations as may be required by such holder to timely file any
required Tax Returns or information returns, including IRS Form 5471 (and any schedules thereto). This Section 6.3 shall have effect
only with respect to any taxable period in which JerseyCo is treated as a partnership for U.S. federal income Tax purposes.
6.5.4.
JerseyCo, the Company and the Shareholders agree to cooperate in good faith to effect the provisions of this Section 6.5 (including
in the making and filing of any election necessary to obtain any U.S. Tax classification as determined under this Section 6.5). No
change will be made to the U.S. federal income tax classification of JerseyCo or any of its Subsidiaries that is effective on or before
July 10, 2023, without the prior consent of the each Shareholder (acting in its individual sole discretion).
6.6. Effectively
Connected Income. TheWith respect to any taxable period (or the portion thereof) ending on or before July 10,
2023 or during which the Company is not the sole beneficial owner of 100% of the equity interests in JerseyCo as determined for U.S. federal
income tax purposes, the Company and JerseyCo shall use commercially reasonable efforts to conduct JerseyCo’s business operations
(including the business operations of its Subsidiaries) in a manner (a) so that JerseyCo is not considered to be Engaged in a USTB, and
(b) to the extent that the Company or JerseyCo determines that JerseyCo is Engaged in a USTB, that minimizes the allocable share of any
taxable income or gain which is effectively connected with the conduct of a trade or business within the United States to any Shareholder
(or its direct and indirect owners), including as a result of JerseyCo or any of its Subsidiaries (other than the U.S. Subsidiary Entities)
having an office or other fixed place of business within the United States (as contemplated by Section 864(c)(4)(B)(iii) of the Code
and the Treasury Regulations thereunder).
6.8. Election
Pursuant to Section 754 of the Code. JerseyCo shall maintain an election under Section 754 with respect to JerseyCo and its relevant
Subsidiaries for any taxable year in which JerseyCo is treated as a partnership for U.S. federal income tax purposes.
6.9(g) The
provisions of this Section 6.9 shall have effect only with respect to any taxable period for which JerseyCo is treated as a partnership
for U.S. federal income Tax purposes. Notwithstanding anything to the contrary in the immediately preceding sentence, the obligations
under this Section 6.9 shall survive the transfer or termination of an interest in JerseyCo, as well as the termination, dissolution,
liquidation, and winding up of JerseyCo (including a termination of its status as a partnership for U.S. federal income Tax purposes).
6.10. United
States Property. For any taxable period (or the portion thereof) ending on or before July 10, 2023, JerseyCo and each
Subsidiary shall use reasonable best efforts, in consultation with Amex and Expedia and taking into account the Tax positions of
Amex and Expedia and their respective Affiliates, (i) not to hold any obligation of a United States person within the meaning of
Section 956(c)(1) of the Code other than an obligation described in Section 956(c)(2) of the Code that would be expected to require
Amex or Expedia to include in income amounts described in Section 956 of the Code, and (ii) to provide funds to the U.S. Subsidiary
Entities, if necessary, as Capital Contributions by JerseyCo and not as debt.
Upon the effectiveness of this Letter, each reference
in the Shareholders Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this
Agreement” or words of like import, and each reference to the Shareholders Agreement in any other agreements, documents or instruments
executed and delivered pursuant to, or in connection with, the Shareholders Agreement, shall mean and be deemed a reference to the Shareholders
Agreement, as amended by this Letter.
Except as specifically provided for in this Letter,
no changes, amendments, or other modifications are being made to the terms of the Shareholders Agreement or the rights and obligations
of the parties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and effect.
This Letter shall be subject to Article X of the
Shareholders Agreement, which is incorporated by reference herein, mutatis mutandis.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have caused
this Letter to be executed as of the date first written above.
|
GLOBAL BUSINESS TRAVEL GROUP,
INC. |
|
|
|
By: |
/s/
Eric J. Bock |
|
|
Name: |
Eric J. Bock |
|
|
Title: |
Chief Legal Officer and Global Head of Mergers & Acquisitions and Compliance and Corporate Secretary |
|
|
|
GBT JERSEYCO LIMITED |
|
|
|
By: |
/s/ Eric J. Bock |
|
|
Name: |
Eric J. Bock |
|
|
Title: |
Director |
[Signature Page to Letter – Shareholders Agreement]
|
American
Express Travel Holdings Netherlands Coöperatief U.A. |
|
|
|
By: |
/s/
Gregory A. Hybl |
|
|
Name: |
Gregory A. Hybl |
|
|
Title: |
Director |
[Signature Page to Letter – Shareholders Agreement]
|
JUWEEL INVESTORS (SPC) LIMITED,
acting on behalf of and for the account of the LEGACY SEGREGATED PORTFOLIO |
|
|
|
By: |
/s/
Michael Gregory O'Hara |
|
|
Name: |
Michael Gregory O'Hara |
|
|
Title: |
Authorized Signatory |
[Signature Page to Letter – Shareholders Agreement]
|
EG CORPORATE TRAVEL HOLDINGS
LLC |
|
|
|
By: |
/s/ Harshit Vaish |
|
|
Name: |
Harshit Vaish |
|
|
Title: |
Authorized Signer |
[Signature Page to Letter – Shareholders Agreement]
Exhibit 99.1
American Express Global Business Travel Announces
Simplification of Corporate Structure
Elimination of UP-C Structure Anticipated
to Improve Market Data Integrity, Increase Weighting on Indices, Eliminate Barriers to Increased Holdings and Reduce Costs
NEW YORK –July 10, 2023 – American
Express Global Business Travel, which is operated by Global Business Travel Group, Inc. (NYSE: GBTG) (“Amex GBT” or the “Company”),
the world’s leading B2B travel platform, today announced that the Company has entered into a series of transactions that simplify
its organizational structure by eliminating the Company’s umbrella partnership-C corporation (“UP-C”) structure (the
“Corporate Simplification”).
As a result of the Corporate Simplification, all
of the Company’s stockholders now hold the same class of common stock, Class A common stock. The Company anticipates that simplifying
its organizational structure through the Corporate Simplification will improve market data integrity, increase the Company’s weighting
on certain indices, eliminate barriers to increased holdings of the Company’s Class A common stock by certain investors, and reduce
administrative and tax compliance costs.
About American Express Global Business Travel
American Express Global Business Travel is the
world’s leading B2B travel platform, providing software and services to manage travel, expenses, and meetings & events for companies
of all sizes. We have built the most valuable marketplace in B2B travel to deliver unrivalled choice, value and experiences. With travel
professionals in more than 140 countries, our customers and travelers enjoy the powerful backing of American Express Global Business Travel.
Visit amexglobalbusinesstravel.com for more information
about Amex GBT. Follow @amexgbt on Twitter, LinkedIn and Instagram.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are
forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our financial position,
weighting on indices and barriers to holding our Class A common stock. These statements constitute projections, forecasts and forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking.
The forward-looking statements contained in
this press release are based on our current expectations and beliefs concerning future developments and their potential effects on
us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These
risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: (1) changes to
projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2) our
ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (3)
various conflicts of interest that could arise among us, affiliates and investors; (4) our success in retaining or recruiting, or
changes required in, our officers, key employees or directors; (5) factors relating to our business, operations and financial
performance, including market conditions and global and economic factors beyond our control; (6) the impact of the COVID-19
pandemic, geopolitical conflicts and related changes in base interest rates, inflation and significant market volatility on our
business, the travel industry, travel trends and the global economy generally; (7) the sufficiency of our cash, cash equivalents and
investments to meet our liquidity needs; (8) the effect of a prolonged or substantial decrease in global travel on the global travel
industry; (9) political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual
meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services); (10) the
effect of legal, tax and regulatory changes; (11) the decisions of market data providers, indices and individual investors; and (12)
other risks and uncertainties described in the Company’s Form 10-K, filed with the SEC on March 21, 2023, and in the
Company’s other SEC filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
Disclaimer
An investment in Global Business Travel Group,
Inc. is not an investment in American Express. American Express shall not be responsible in any manner whatsoever for, and in respect
of, the statements herein, all of which are made solely by Global Business Travel Group, Inc.
Contacts
Media:
Martin Ferguson
Vice President Global Communications and Public Affairs
martin.ferguson@amexgbt.com
Investors:
Barry Sievert
Vice President Investor Relations
investor@amexgbt.com
Exhibit 99.2
Companies (Jersey) Law 1991
Company Limited by Shares |
|
|
FIFTH
AMENDED AND RESTATED Memorandum of
Association
of
GBT Jerseyco Limited
(adopted by special resolution on 10 JULY 2023)
|
|
Companies (Jersey) Law 1991
Company Limited by Shares
Memorandum of Association
of
GBT JerseyCo Limited
| 1 | The name of the Company is GBT JerseyCo Limited. |
| 2 | The Company is a private company limited by shares. |
| 3 | The Company is a par value company. |
| 4 | The Company has unrestricted corporate capacity. |
| 5 | The liability of each member arising from his or her holding of a share is limited to the amount (if any)
unpaid on it. |
| 6 | The share capital of the Company is Euro €60,300.00001 divided into 3,000,000,000 redeemable A ordinary
shares of Euro €0.00001 each, 3,000,000,000 redeemable B ordinary shares of Euro €0.00001 each, 30,000,000 redeemable C ordinary
shares of Euro €0.00001 each and 10 non-redeemable Z ordinary shares of Euro €0.00001 each. |
|
Companies (Jersey) Law 1991
Company Limited by Shares |
|
|
FOURTH
AMENDED AND RESTATED Articles of
Association
of
GBT Jerseyco Limited
(adopted by special resolution on 10 jULY 2023)
|
|
Contents
1 |
Definitions,
interpretation and exclusion of Standard Table |
1 |
Definitions |
1 |
Interpretation |
6 |
Exclusion of Standard Table |
7 |
|
|
2 |
Shares |
7 |
Power to issue Shares and options, with or without special
rights |
7 |
Power to issue fractions of a Share |
8 |
Trusts not recognised |
8 |
Power to vary class rights |
8 |
Effect of new Share issue on existing class rights |
9 |
Capital contributions without issue of further Shares |
9 |
No bearer Shares |
9 |
Limit on the number of joint holders |
9 |
Treasury Shares |
9 |
Branch register |
9 |
|
|
3 |
Share certificates |
9 |
Issue of share certificates |
9 |
Renewal of lost or damaged share certificates |
10 |
|
|
4 |
Lien on Shares |
10 |
Nature and scope of lien |
10 |
Company may sell Shares to satisfy lien |
11 |
Authority to execute instrument of Transfer |
11 |
Consequences of sale of Shares to satisfy lien |
11 |
Application of proceeds of sale |
12 |
|
|
5 |
Calls on Shares and forfeiture |
12 |
Power to make calls and effect of calls |
12 |
Time when call made |
12 |
Liability of joint holders |
12 |
Interest on unpaid calls |
12 |
Deemed calls |
13 |
Power to accept early payment |
13 |
Power to make different arrangements at time of issue of Shares |
13 |
Notice of default |
13 |
Forfeiture or surrender of Shares |
13 |
Disposal of forfeited or surrendered Share and power to cancel
forfeiture or surrender |
13 |
Effect of forfeiture or surrender on former Member |
14 |
Evidence of forfeiture or surrender |
14 |
Sale of forfeited or surrendered Shares |
14 |
|
|
6 |
Transfer of shares |
15 |
Form of transfer |
15 |
Power to refuse registration |
15 |
Notice of refusal to register |
15 |
Power to suspend registration |
15 |
Fee, if any, payable for registration |
15 |
Company may retain instrument of transfer |
15 |
Security |
16 |
7 |
Transmission of Shares |
17 |
Persons entitled on death of a Member |
17 |
Registration of Transfer of a Share following death or bankruptcy |
17 |
Indemnity |
18 |
Rights of Person entitled to a Share following death or bankruptcy |
18 |
|
|
8 |
Alteration of capital |
18 |
Increasing, consolidating, converting, dividing and cancelling
share capital |
18 |
Post-Closing Equity Adjustment |
19 |
Redemption of A Ordinary Shares |
20 |
Reducing share capital |
20 |
Sale of fractions of Shares |
20 |
|
|
9 |
Redemption and purchase of
Shares |
20 |
Power to issue redeemable Shares and to purchase Shares |
20 |
Power to pay for redemption or purchase in cash or in specie |
21 |
Effect of redemption or purchase of a Share |
21 |
|
|
10 |
Meetings of members |
22 |
Power to call meetings |
22 |
Annual general meetings |
22 |
Content of notice |
22 |
Period of notice |
22 |
Persons entitled to receive notice |
23 |
Accidental omission to give notice or non-receipt of notice |
23 |
|
|
11 |
Proceedings at meetings of
Members |
23 |
Quorum |
23 |
Lack of quorum |
23 |
Use of technology |
23 |
Chairman |
24 |
Right of a director or auditor's representative to attend
and speak |
24 |
Adjournment |
24 |
Method of voting |
24 |
Outcome of vote by show of hands |
25 |
Withdrawal of demand for a poll |
25 |
Taking of a poll |
25 |
Chairman's casting vote |
25 |
Amendments to resolutions |
25 |
Written resolutions |
26 |
Sole-member company |
27 |
|
|
12 |
Voting rights of members |
27 |
Right to vote |
27 |
Rights of joint holders |
27 |
Representation of corporate Members |
28 |
Member with mental disorder |
28 |
Objections to admissibility of votes |
28 |
Form of proxy |
28 |
How and when proxy is to be delivered |
29 |
Voting by proxy |
30 |
13 |
Number of directors |
30 |
|
|
|
14 |
Appointment, disqualification
and removal of directors |
30 |
No age limit |
30 |
No Corporate directors |
31 |
No shareholding qualification |
31 |
Appointment of directors |
31 |
Removal of directors |
31 |
Resignation of directors |
31 |
Termination of the office of director |
31 |
|
|
15 |
Alternate directors |
32 |
Appointment and removal |
32 |
Notices |
32 |
Rights of alternate director |
32 |
Appointment ceases when the alternate director’s corresponding
primary director ceases to be a director |
33 |
|
|
16 |
Powers of directors |
33 |
Powers of directors |
33 |
Appointments to office |
33 |
Remuneration |
34 |
|
|
17 |
Delegation of powers |
34 |
Power to delegate any of the directors' powers to a committee |
34 |
Power to appoint an agent of the Company |
35 |
Power to appoint an attorney or authorised signatory of the
Company |
35 |
|
|
18 |
Meetings of directors |
35 |
Regulation of directors' meetings |
35 |
Calling meetings |
35 |
Notice of meetings |
35 |
Use of technology |
36 |
Quorum |
36 |
Voting |
36 |
Validity |
36 |
Recording of dissent |
36 |
Written resolutions |
37 |
|
|
19 |
Permissible directors' interests
and disclosure |
37 |
Permissible interests subject to disclosure |
37 |
Notification of interests |
38 |
Voting where a director is interested in a matter |
38 |
|
|
20 |
Minutes |
39 |
|
|
|
21 |
Accounts and audits |
39 |
Accounting and other records |
39 |
No automatic right of inspection |
39 |
Sending of accounts and reports |
39 |
Time of receipt if documents are published on a website |
40 |
Validity despite accidental error in publication on website |
40 |
When accounts are to be audited |
40 |
|
|
22 |
Record dates |
40 |
23 |
U.S. federal income tax classification |
40 |
|
|
|
24 |
Dividends |
41 |
General |
41 |
Declaration of dividends by Members |
41 |
Payment of interim dividends by directors |
41 |
Apportionment of dividends |
41 |
Right of set off |
42 |
Power to pay other than in cash |
42 |
How payments may be made |
42 |
Dividends on account of C Ordinary Shares |
43 |
Dividends or other monies not to bear interest in absence
of special rights |
43 |
Dividends unable to be paid or unclaimed |
43 |
|
|
25 |
Seal |
43 |
Company seal |
43 |
Official seal |
43 |
When and how seal is to be used |
44 |
If no seal is adopted or used |
44 |
Power to allow non-manual signatures and facsimile printing
of seal |
44 |
Validity of execution |
44 |
|
|
26 |
Release; Insurance |
44 |
Release |
44 |
Insurance |
45 |
|
|
27 |
Notices |
45 |
Form of notices |
45 |
Electronic communications |
45 |
Persons authorised to give notices |
46 |
Delivery of written notices |
46 |
Joint holders |
46 |
Signatures |
46 |
Evidence of transmission |
46 |
Giving notice to a deceased or bankrupt Member |
46 |
Delivery of notices |
47 |
Saving provisions |
47 |
|
|
28 |
Authentication of Electronic
Records |
48 |
Application of Articles |
48 |
Authentication of documents sent by Members by Electronic
means |
48 |
Authentication of document sent by the Secretary or Officers
by Electronic means |
48 |
Manner of signing |
49 |
Saving provision |
49 |
|
|
29 |
Winding up |
49 |
Distribution of assets in specie |
49 |
No obligation to accept liability |
50 |
|
|
30 |
Exchange Agreement |
50 |
Companies (Jersey) Law 1991
Company Limited by Shares
Articles of Association
of
GBT JerseyCo Limited
| 1 | Definitions, interpretation and exclusion of Standard Table |
Definitions
| 1.1 | In these Articles, the following definitions apply: |
A Ordinary Share means a voting
redeemable share designated as an A ordinary share with a nominal value of Euro €0.00001;
A Shareholder means Topco or
any Transferee as may hold any A Ordinary Shares from time to time, including a Subsidiary of Topco (other than the Company or any Subsidiary
of the Company);
Affiliate of a Person means
another Person, directly or indirectly, controlled by, controlling or under common control with such first Person;
Amex means American Express
Travel Holdings Netherlands Coöperatief U.A., a cooperative organized under the laws of the Netherlands;
Articles means, as appropriate:
| (a) | these Articles of Association as amended from time to time; or |
| (b) | two or more particular Articles of these Articles; |
and Article refers to a particular
Article of these Articles;
BCA means that certain Business
Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital, as predecessor to TopCo, and the
Company, as amended on July 10, 2023, and as the same may be amended, restated, modified, supplemented or replaced from time to time;
BCA
Transaction means the business combination transactions contemplated by the BCA;
B Ordinary Share means a non-voting
redeemable share designated as a B ordinary share with a nominal value of Euro €0.00001;
B Shareholder means an Eligible
Member or Permitted Transferee thereof as may hold any B Ordinary Shares from time to time;
Business Day means any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated
by law to close in New York City, London or Jersey;
C Ordinary Share means a non-voting
redeemable share designated as a C ordinary share with a nominal value of Euro €0.00001;
C Shareholder means an Eligible
Member or Permitted Transferee thereof as may hold any C Ordinary Shares from time to time;
Class A Topco Share has the
meaning ascribed to the term “Class A PubCo Share” in the Exchange Agreement;
Class B Topco Share has the
meaning ascribed to the term “Class B PubCo Share” in the Exchange Agreement;
Clear Days, in relation to
a period of notice, means that period excluding:
| (a) | the day when the notice is deemed to be received; and |
| (b) | the day for which it is given or on which it is to take effect; |
Code means the U.S. Internal
Revenue Code of 1986, as amended;
Company means GBT JerseyCo
Limited;
Company Holders Support Agreement
means that certain Company Holders Support Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital,
as predecessor to TopCo, and the Company, as the same may be amended, restated, modified, supplemented or replaced from time to time;
Compliance Transfer has the
meaning given to that term in the BCA;
Default Rate means 3% (three
per cent) per annum over the base rate of the Bank of England from time to time;
Earnout Termination Date means
the date that is the five (5) year anniversary of the consummation of the BCA Transaction;
Electronic has the meaning
given to that term in the Electronic Communications (Jersey) Law 2000;
Electronic Record has the meaning
given to that term in the Electronic Communications (Jersey) Law 2000;
Electronic Signature has the
meaning given to that term in the Electronic Communications (Jersey) Law 2000;
Eligible Member means any Eligible
JerseyCo Owner (as defined in the Exchange Agreement) and any Permitted Transferee thereof;
Equity
Contribution Agreement means that certain Equity Contribution Agreement, dated as of August 11, 2021, by and among Expedia,
Inc., the Company and Juweel Investors Limited, as the same may be amended, modified, supplemented or waived from time to time in accordance
with its terms;
ERISA means the U.S. Employee
Retirement Income Security Act of 1974;
Exchange has the meaning ascribed
to such term in the Exchange Agreement;
Exchange Agreement means that
certain Exchange Agreement, dated as of the Closing Date (as defined in the BCA), among Topco, the Company, and the Eligible Members from
time to time party thereto, as the same may be amended, restated, modified, supplemented or replaced from time to time;
Expedia
means EG Corporate Travel Holdings LLC, a Delaware limited liability company (and any Expedia Permitted Transferee (as defined in the
Shareholders Agreement));
Fully Paid and Paid Up means
that the agreed issue price for a Share has been fully paid or credited as paid in money or money's worth;
Historic Ordinary Shares means
the issued voting ordinary shares and non-voting ordinary shares forming part of authorized share capital of the Company immediately prior
to the adoption of these Articles;
Historic Preferred and Profit Shares
means the issued non-voting preferred shares and profit shares forming part of authorized share capital of the Company immediately prior
to the adoption of these Articles;
Island means Jersey, Channel
Islands;
Juweel means Juweel Investors
(SPC) Limited, an exempted segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands;
Law means the Companies (Jersey)
Law 1991;
Member means any Person or
Persons entered on the register of members from time to time as the holder of a Share;
Memorandum means the Memorandum
of Association of the Company as amended from time to time;
Officer means a Person appointed
to hold an office in the Company; and the expression includes a director or liquidator, but does not include the Secretary;
Ordinary
Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by,
or on behalf of, the Members entitled to vote. The expression also includes a written resolution signed by or on behalf of a simple majority
of the Members who, at the date when the resolution is deemed to be passed, would be entitled to vote on the resolution if it were proposed
at a meeting;
Ordinary Share means an A Ordinary
Share, a B Ordinary Share, a C Ordinary Share or a Z Ordinary Share;
Participating Shares means
(i) A Ordinary Shares, (ii) B Ordinary Shares and (iii) Shares of any other class to the extent that, in accordance with the terms thereof,
such Shares are entitled to participate with the A Ordinary Shares and B Ordinary Shares in, as applicable, (x) dividends or distributions
paid by the Company, or (y) any liquidation, dissolution or winding up of the Company. Notwithstanding the foregoing, and without limitation
to the rights of the C Ordinary Shares set forth in Article 24.12, C Ordinary Shares shall not be considered Participating Shares
except, solely in the case of a liquidation, dissolution or winding up of the Company, solely to the extent provided in Article 29.2.
PDF means Portable Document
Format;
Permitted Transferee means,
(a) with respect to any Member, any Affiliate of such Member, (b) in the case of Amex, any Amex Permitted Transferee (as defined in the
Shareholders Agreement) and (c) in the case of Juweel, any Juweel Permitted Transferee (as defined in the Shareholders Agreement); provided
that, for purposes of these Articles, the term “Affiliate,” as it is used in the definition of “Amex Permitted Transferee”
and “Juweel Investors Permitted Transferee” in the Shareholders Agreement, will, with respect to any Amex Entity or Juweel
Entity (as defined in the Shareholders Agreement), not include any Person who is not an “Affiliate” of Amex or Juweel, as
applicable, as the term "Affiliate" is used and defined in these Articles;
Person means any individual,
partnership, corporation, limited liability company, association, joint stock company, syndicate, estate, trust, joint venture, entity,
unincorporated organization, other legal entity of any kind or nature or governmental entity (including any federal, national, supra-national,
state, foreign, provincial, municipal, local or other government or any governmental, regulatory, administrative or self-regulatory authority,
agency, bureau, board, commission, court, judicial or arbitral body, department, political subdivision, tribunal or other instrumentality,
department, agency or political subdivision thereof);
Post-Closing
Equity Adjustment has the meaning ascribed to such term in the Equity Contribution Agreement;
Ratably means, with respect
to Participating Shares (determined pursuant to the definition of “Participating Shares,” as of the applicable time), on a
per Share basis. If, after the adoption of these Articles, other terms are approved by the Company with respect to participation of any
class of Shares in residual distributions of the Company and are set forth in these Articles, the term “Ratably” shall be
deemed to have been automatically adjusted to the extent necessary and appropriate to take account of such other terms;
Secretary means a Person appointed
to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Share means an Ordinary Share
in the share capital of the Company; and the expression:
| (a) | includes stock (except where a distinction between shares and stock is expressed or implied); and |
| (b) | where the context permits, also includes a fraction of a share, |
and includes all
securities issued in connection with any merger, consolidation, share exchange, share dividend, share distribution, share split, reverse
share split, share combination, recapitalisation, reclassification, subdivision, conversion or similar transaction in respect thereof;
Shareholders
Agreement means that certain Shareholders Agreement, dated as of the Closing Date (as defined in the BCA), by and among Topco, the
Company and certain shareholders of Topco party thereto, as the same may be amended, modified, supplemented or waived from time to time,
in accordance with its terms;
Special Resolution has the
meaning given to that term in the Law; provided that, pursuant to Article 90(1A)(b) of the Law, a majority of not less than 75%
of the Members entitled to vote shall be the greater majority required for the passing of such special resolution. The expression also
includes a written resolution signed by or on behalf of the requisite majority of Members required for the passing of a Special Resolution
who, at the date when the resolution is deemed to be passed, would be entitled to vote on the resolution if it were proposed at a meeting;
Subsidiary means, of a specified
Person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, or other legal entity of
which the specified Person (either alone and/or through and/or together with any other Subsidiary) owns, directly or indirectly, more
than 50% of the total voting power of shares of stock or other equity interest (without regard to the occurrence of any contingency),
the holders of which are generally entitled to vote for the election of the board of directors or other governing body thereof, or that
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or
a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar
ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person
or a combination thereof.
For purposes of this definition, a
Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated
a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or
general partner of such partnership, association or other business entity;
Topco means Global Business
Travel Group, Inc., a Delaware corporation;
Transfer means to sell, assign,
pledge or encumber or otherwise transfer, directly or indirectly (including through the use of swaps, options or other derivatives), or
to enter into any agreements with respect of any of the foregoing, whether or not for consideration;
Transferee shall mean any Person
to whom a Transfer is made, regardless of the method of Transfer;
Transferor means any Person
by whom a Transfer is made, regardless of the method of Transfer;
Treasury Regulations means
the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary
form), as the same may be amended from time to time;
Triggering Event means the
occurrence of an Earnout Achievement Date (as defined in the BCA);
Z Ordinary Share means a non-voting
non-redeemable share designated as a Z ordinary share with a nominal value of Euro €0.00001; and
Z Shareholder means Topco or
such other Subsidiary of Topco (other than the Company or any Subsidiary of the Company) as may hold any Z Ordinary Shares from time to
time.
Interpretation
| 1.2 | In the interpretation of these Articles, the following provisions apply unless the context otherwise requires: |
| (a) | A reference in these Articles to a statute is a reference to a statute of the Island as known by its short
title, and includes: |
| (i) | any statutory modification, amendment or re-enactment; and |
| (ii) | any subordinate legislation or regulations issued under that statute; |
| (b) | Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless
there is ambiguity; |
| (c) | A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes
the singular, and a reference to any gender also denotes the other genders; |
| (d) | Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect
to that word or phrase has a corresponding meaning; |
| (e) | All references to time are to be calculated by reference to time in the place where the Company's registered
office is located; |
| (f) | The words written and in writing include all modes of representing or reproducing words
in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record
is expressed or implied; and |
| (g) | The words including, include and in particular or any similar expression are to be
construed without limitation. |
Exclusion of Standard Table
| 1.3 | The regulations contained in the Standard Table adopted pursuant to the Companies (Standard Table) (Jersey)
Order 1992 and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the
Company. |
Power to issue Shares and options, with or
without special rights
| 2.1 | Subject to the applicable terms of the Shareholders Agreement and the Exchange Agreement, the directors
shall have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise
deal with any unissued Shares of the Company to such Persons at such times and on such terms and conditions as they may decide. |
| 2.2 | Without limitation to the preceding Article, but subject to the applicable terms of the Shareholders Agreement
and the Exchange Agreement, the directors may so deal with the unissued Shares of the Company: |
| (a) | at an issue price determined by the directors; |
| (b) | with preferred, deferred or other special rights or restrictions whether in regard to dividend, voting,
return of capital or otherwise; |
| (c) | without preferred, deferred or other special rights or restrictions whether in regard to dividend, voting,
return of capital or otherwise. |
| 2.3 | Save as otherwise expressly provided in these Articles, the Shares rank pari passu in all respects: |
A Ordinary Shares
shall carry the right to vote on all matters on which Members generally are entitled to vote, including at a general meeting of the Company.
B Ordinary Shares, C Ordinary Shares and Z Ordinary Shares shall not carry any right to vote on matters on which Members generally are
entitled to vote, including at a general meeting of the Company, but shall carry the right to vote on matters on which B Shareholders,
C Shareholders and Z Shareholders, respectively, are entitled by the Law to vote as a separate class.
All Shares other
than the Z Ordinary Shares carry the right to receive a dividend and otherwise participate in the profits of the Company in accordance
with the terms of the Articles, subject to Article 24.12.
On any return of
capital of the Company, whether on a winding up of the Company or otherwise, all Shares other than the Z Ordinary Shares carry the right
to receive any such return in accordance with the terms of the Articles, subject to Article 29.2.
All Shares are redeemable
in accordance with the Law and the terms of the Articles save for the Z Ordinary Shares which are non-redeemable.
Power to issue fractions of a Share
| 2.4 | Subject to the Law, the Company may issue fractions of a Share of any class. A fraction of a Share shall
be subject to and carry the corresponding fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences,
privileges, qualifications, restrictions, rights and other attributes of a Share of that class of Shares. |
Trusts not recognised
| 2.5 | Except as required by law: |
| (a) | no Person shall be recognised by the Company as holding any Share on any trust; and |
| (b) | no Person other than the Member shall be recognised by the Company as having any right in a Share. |
Power to vary class rights
| 2.6 | If the share capital is divided into different classes of Shares then, unless the terms on which a class
of Shares was issued state otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies: |
| (a) | the Members holding two thirds of the issued Shares of that class consent in writing to the variation;
or |
| (b) | the variation is made with the sanction of a Special Resolution passed at a separate general meeting of
the Members holding the issued Shares of that class. |
| 2.7 | For the purpose of Article 2.6, all the provisions of these Articles relating to general meetings
apply, mutatis mutandis, to every such separate meeting except that: |
| (a) | the necessary quorum shall be one or more Persons holding, or representing by proxy, not less than one
third of the issued Shares of the class; and |
| (b) | any Member holding issued Shares of the class, present in Person or by proxy or, in the case of a corporate
Member, by its duly authorised representative, may demand a poll. |
Effect of new Share issue on existing class
rights
| 2.8 | Unless the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member
holding Shares of any class shall not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing
Shares of that class. |
Capital contributions without issue of further
Shares
| 2.9 | With the consent of a Member, the directors may accept a voluntary contribution from that Member without
issuing Shares in return. If the directors agree to accept a voluntary contribution from a Member, the directors shall resolve whether
that contribution shall be treated as an addition to the capital account of the Company or to a general reserve of the Company (it being
understood that the contribution is not provided by way of loan). |
No bearer Shares
| 2.10 | The Company shall not issue bearer Shares. |
Limit on the number of joint holders
| 2.11 | In respect of a Share, the Company shall not be required to enter the names of more than four joint holders
in the register of members of the Company. |
| 2.12 | If two or more Persons are registered as joint holders of a Share, then any one of those joint holders
may give effectual receipts for moneys payable in respect of that Share. |
Treasury Shares
| 2.13 | From time to time, the Company may hold its own Shares as treasury shares and the directors may sell,
transfer or cancel any treasury shares in accordance with the Law. For the avoidance of doubt, the Company shall not be entitled to vote
or receive any distributions in respect of any treasury shares held by it. |
Branch register
| 2.14 | Subject to and to the extent permitted by the Law, the Company, or the directors on behalf of the Company,
may cause to be kept and maintained in any country, territory or place, a branch register of Members resident in such country, territory
or place and all or any of its other Members and the directors may make and vary such regulations as they may think fit regarding the
keeping of any such branch register. |
Issue of share certificates
| 3.1 | Upon being entered in the register of members as the holder of a Share, a Member shall be entitled: |
| (a) | without payment, to one certificate for all the Shares of each class held by that Member (and, upon transferring
a part of the Member's holding of Shares of any class, to a certificate for the balance of that holding); and |
| (b) | upon payment of such reasonable sum as the directors may determine for every certificate after the first,
to several certificates each for one or more of that Member's Shares. |
| 3.2 | Every certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to
which it relates and whether they are Fully Paid or partly paid up. A certificate may be executed under seal or executed in such other
manner as the directors determine. |
| 3.3 | The Company shall not be bound to issue more than one certificate for Shares held jointly by several Persons
and delivery of a certificate for a Share to one joint holder shall be a sufficient delivery to all of them. |
Renewal of lost or damaged share certificates
| 3.4 | If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any)
as to: |
| (c) | payment of the expenses reasonably incurred by the Company in investigating the evidence; and |
| (d) | payment of a reasonable fee, if any, for issuing a replacement share certificate, |
as the directors may determine, and
(in the case of defacement or wearing-out) on delivery to the Company of the old certificate.
Nature and scope of lien
| 4.1 | The Company has a first and paramount lien on all Shares (which are not Fully Paid) registered in the
name of a Member (whether solely or jointly with others). The lien is for all moneys payable to the Company by the Member or the Member's
estate: |
| (a) | either alone or jointly with any other Person, whether or not that other Person is a Member; and |
| (b) | whether or not those moneys are presently payable. |
| 4.2 | At any time the directors may declare any Share to be wholly or partly exempt from the provisions of this
Article. |
Company may sell Shares to satisfy lien
| 4.3 | The Company may sell any Shares over which it has a lien if all of the following conditions are met: |
| (a) | the sum in respect of which the lien exists is presently payable; |
| (b) | the Company gives notice to the Member holding the Share (or to the Person entitled to it in consequence
of the death or bankruptcy of that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold;
and |
| (c) | that sum is not paid within 14 Clear Days after that notice is deemed to be given under these Articles. |
| 4.4 | The Shares may be sold in such manner as the directors determine. |
| 4.5 | To the maximum extent permitted by law, the directors shall incur no personal liability to the Member
concerned in respect of the sale. |
Authority to execute instrument of Transfer
| 4.6 | To give effect to a sale of Shares pursuant to Article 4.3, the
directors may authorise any Person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of,
the purchaser. The title of the Transferee of the Shares shall not be affected by any irregularity or invalidity in the proceedings in
respect of the sale. |
Consequences of sale of Shares to satisfy
lien
| 4.7 | On sale pursuant to the preceding Articles: |
| (a) | the name of the Member concerned shall be removed from the register of members as the holder of those
Shares; and |
| (b) | that Person shall deliver to the Company for cancellation the certificate for those Shares. |
Despite this, that Person shall remain
liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares.
That Person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was
payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without
any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.
Application of proceeds of sale
| 4.8 | The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the
sum for which the lien exists as is presently payable. Any residue shall be paid to the Person whose Shares have been sold: |
| (a) | if no certificate for the Shares was issued, at the date of the sale; or |
| (b) | if a certificate for the Shares was issued, upon surrender to the Company of that certificate for cancellation, |
but, in either case, subject to the
Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.
| 5 | Calls on Shares and forfeiture |
Power to make calls and effect of calls
| 5.1 | Subject to the terms of allotment, the directors may make calls on the Members in respect of any moneys
unpaid on their Shares including any premium. The call may provide for payment to be by instalments. Subject to receiving at least 14
Clear Days' notice specifying when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares
as required by the notice. |
| 5.2 | Before receipt by the Company of any sum due under a call, that call may be revoked in whole or in part
and payment of a call may be postponed in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call
in respect of all or any remaining instalments in whole or in part and may postpone payment of all or any of the remaining instalments
in whole or in part. |
| 5.3 | A Member on whom a call is made shall remain liable for that call notwithstanding the subsequent Transfer
of the Shares in respect of which the call was made. He shall not be liable for calls made after he is no longer registered as Member
in respect of those Shares. |
Time when call made
| 5.4 | A call shall be deemed to have been made at the time when the resolution of the directors authorising
the call was passed. |
Liability of joint holders
| 5.5 | Members registered as the joint holders of a Share shall be jointly and severally liable to pay all calls
in respect of the Share. |
Interest on unpaid calls
| 5.6 | If a call remains unpaid after it has become due and payable the Person from whom it is due and payable
shall pay interest on the amount unpaid from the day it became due and payable until it is paid: |
| (a) | at the rate fixed by the terms of allotment of the Share or in the notice of the call; or |
| (b) | if no rate is fixed, at the Default Rate. |
The directors may waive payment of
the interest wholly or in part.
Deemed calls
| 5.7 | Any amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall
be deemed to be payable as a call. If the amount is not paid when due the provisions of these Articles shall apply as if the amount had
become due and payable by virtue of a call. |
Power to accept early payment
| 5.8 | The Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held
by him although no part of that amount has been called up. |
Power to make different arrangements at time
of issue of Shares
| 5.9 | Subject to the terms of allotment, the directors may make arrangements on the issue of Shares to distinguish
between Members in the amounts and times of payment of calls on their Shares. |
Notice of default
| 5.10 | If a call remains unpaid after it has become due and payable the directors may give to the Person from
whom it is due not less than 14 Clear Days' notice requiring payment of: |
| (b) | any interest which may have accrued; |
| (c) | any expenses which have been incurred by the Company due to that Person's default. |
| 5.11 | The notice shall state the following: |
| (a) | the place where payment is to be made; and |
| (b) | a warning that if the notice is not complied with the Shares in respect of which the call is made will
be liable to be forfeited. |
Forfeiture or surrender of Shares
| 5.12 | If the notice under the preceding Article is not complied with, the directors may, before the payment
required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include
all dividends or other moneys payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the
directors may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that
Share in lieu of forfeiture. |
Disposal of forfeited or surrendered Share
and power to cancel forfeiture or surrender
| 5.13 | Forfeited or surrendered Shares may be sold, re-allotted or otherwise disposed of on such terms and in
such manner as the directors determine either to the former Member who held that Share or to any other Person. The forfeiture or surrender
may be cancelled on such terms as the directors think fit at
any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is
to be Transferred to any Person, the directors may authorise some Person to execute an instrument of transfer of the Share to the Transferee. |
Effect of forfeiture or surrender on former
Member
| 5.14 | On forfeiture or surrender: |
| (a) | the name of the Member concerned shall be removed from the register of members as the holder of those
Shares and that Person shall cease to be a Member in respect of those Shares; and |
| (b) | that Person shall surrender to the Company for cancellation the certificate (if any) for the forfeited
or surrendered Shares. |
| 5.15 | Despite the forfeiture or surrender of his Shares, that Person shall remain liable to the Company for
all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of those Shares together
with: |
| (b) | interest from the date of forfeiture or surrender until payment: |
| (i) | at the rate of which interest was payable on those moneys before forfeiture; or |
| (ii) | if no interest was so payable, at the Default Rate. |
The directors, however, may waive
payment wholly or in part.
Evidence of forfeiture or surrender
| 5.16 | A declaration, whether statutory or under oath, made by a director or the Secretary shall be conclusive
evidence of the following matters stated in it as against all Persons claiming to be entitled to forfeited Shares: |
| (a) | that the Person making the declaration is a director or Secretary of the Company; and |
| (b) | that the particular Shares have been forfeited or surrendered on a particular date. |
Subject to the execution of an instrument
of transfer, if necessary, the declaration shall constitute good title to the Shares.
Sale of forfeited or surrendered Shares
| 5.17 | Any Person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the
application of the consideration, if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity
of the proceedings in respect of, the forfeiture, surrender or disposal of those Shares. |
Form of transfer
| 6.1 | Subject to the terms of the Shareholders Agreement, the following Articles about the Transfer of Shares
and to Article 30 hereof, a Member may Transfer Shares to another Person by completing an instrument of transfer, in a common form
or in a form approved by the directors, executed: |
| (a) | where the Shares are Fully Paid, by or on behalf of that Member; and |
| (b) | where the Shares are partly paid, by or on behalf of that Member and the Transferee. |
Power to refuse registration
| 6.2 | Subject to any applicable law, the directors may refuse to register the Transfer of any Share (other than
the A Ordinary Shares) (a) to any Person if such registration would cause any director and/or the Company to be in breach of the Exchange
Agreement or (b) as set forth in Article 6.8. |
Notice of refusal to register
| 6.3 | If the directors refuse to register a Transfer of a Share, they must send notice of their refusal to the
existing Member within two months after the date on which the Transfer was lodged with the Company. |
Power to suspend registration
| 6.4 | The directors may suspend registration of the Transfer of Shares at such times and for such periods (not
exceeding 30 days in any calendar year) as they determine. |
Fee, if any, payable for registration
| 6.5 | If the directors so decide, the Company may charge a reasonable fee for the registration of any instrument
of transfer or other document relating to the title to a Share. |
Company may retain instrument of transfer
| 6.6 | The Company shall be entitled to retain any instrument of transfer which is registered; but an instrument
of transfer which the directors refuse to register shall be returned to the Person lodging it when notice of the refusal is given. |
Security
| 6.7 | Notwithstanding any other provision of these Articles (except for Articles 6.8, 6.10 and 30 hereof),
if any Shares (the Secured Shares) are subject to a security interest created pursuant to the Security Interests (Jersey) Law 1983
or 2012 (the Security Interests Law) and are to be Transferred pursuant to the exercise of the power of sale or enforcement under
the Security Interests Law or the provisions of the relevant security agreement: |
| (a) | the directors shall not refuse to register such a Transfer of the Secured Shares if the following conditions
have been satisfied: |
| (i) | a validly executed instrument of transfer relating to the Secured Shares has been lodged at the registered
office of the Company; and |
| (ii) | the instrument of transfer is accompanied by the share certificates in respect of the Secured Shares;
and |
| (b) | the registration of any such Transfer of the Secured Shares may not be suspended pursuant to Article 6.4
or otherwise. |
Transfer Restrictions on
B Ordinary Shares, C Ordinary Shares and Z Ordinary Shares
| 6.8 | Notwithstanding anything to the contrary herein, and subject to the applicable terms of the Shareholders
Agreement and the Company Holders Support Agreement, other than an Exchange of B Ordinary Shares pursuant to the Exchange Agreement, no
B Ordinary Shares, C Ordinary Shares or Z Ordinary Shares shall be Transferred, and no Transfer of any such Shares shall be recorded by
the Company or the directors, if: |
| (a) | such Transfer is to a Person who (i) is not either (A) a Permitted Transferee or (B) receiving the Shares
in connection with a Compliance Transfer or (ii) lacks the legal right, power or capacity to own such Shares; |
| (b) | such Transfer would (i) require the registration of any such Shares (including the Shares so Transferred)
under any applicable U.S. federal or state securities laws or other non-U.S. securities laws or would constitute a non-exempt distribution
pursuant to applicable securities laws; (ii) cause the Company to become a reporting company under the U.S. Securities Exchange Act
of 1934; or (iii) subject the Company to regulation under the U.S. Investment Company Act of 1940 or the U.S. Investment Advisers Act
of 1940; |
| (c) | such Transfer would cause (i) all or any portion of the assets of the Company to (A) constitute “plan
assets” (under ERISA, the Code or any applicable similar law) of any existing or contemplated Shareholder, or (B) be subject to
the provisions of ERISA, Code Section 4975 or any applicable similar law, or (ii) the Company or any director or Shareholder to become
a fiduciary with respect to any existing or contemplated Shareholder, pursuant to ERISA or any similar applicable law; |
| (d) | such Transfer would violate, or cause Topco, the Company or any of their respective Affiliates to violate,
any applicable law of any jurisdiction; or |
| (e) | the directors reasonably determine in good faith, after consultation with counsel having relevant expertise
in U.S. federal income tax matters, that such Transfer would (i) be considered to be effected on or through an “established securities
market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treasury Regulations
Section 1.7704-1, (ii) result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1(h)
(determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (iii) otherwise pose a material risk of
the Company being treated as a “publicly traded
partnership” as defined in Code Section 7704 and the Treasury Regulations thereunder. |
For the avoidance of doubt, no B Ordinary
Shares, C Ordinary Shares or Z Ordinary Shares will be Transferred (and no such purported Transfer will be registered) if any of the conditions
described in the preceding clauses (a) to (e) apply to such purported Transfer, even if such purported Transfer is to a Permitted
Transferee.
| 6.9 | Notwithstanding anything to the contrary herein, the A Ordinary Shares are not subject to the restrictions
detailed in Article 6.8 above or any other restrictions elsewhere in these Articles which purport to fetter the transferability of
the A Ordinary Shares. |
| 6.10 | In addition, notwithstanding any contrary provision in these Articles, to the extent the directors determine
that Shares do not meet the requirements of Treasury Regulations Section 1.7704-1(h), the directors may impose such restrictions on the
Transfer of B Ordinary Shares, C Ordinary Shares or Z Ordinary Shares as the directors may reasonably determine in good faith to be necessary
or advisable so that the Company is not treated as a publicly traded partnership taxable as a corporation under Code Section 7704. |
| 6.11 | Notwithstanding anything therein to the contrary, no Exchange of B Ordinary Shares pursuant to the Exchange
Agreement (including by way of a Direct Exchange (as defined in the Exchange Agreement)) will be construed as a Transfer of such B Ordinary
Shares for purposes of this Article 6. |
Persons entitled on death of a Member
| 7.1 | If a Member dies, the only Persons recognised by the Company as having any title to the deceased Members'
interest are the following: |
| (a) | where the deceased Member was a joint holder, the survivor or survivors; and |
| (b) | where the deceased Member was a sole holder, that Member's personal representative or representatives. |
| 7.2 | Nothing in these Articles shall release the deceased Member's estate from any liability in respect of
any Share, whether the deceased was a sole holder or a joint holder. |
Registration of Transfer of a Share following
death or bankruptcy
| 7.3 | A Person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect
to do either of the following: |
| (a) | to become the holder of the Share; or |
| (b) | Transfer the Share to another Person, subject to Article 6.8. |
| 7.4 | That Person must produce such evidence of his entitlement as the directors may properly require. |
| 7.5 | If the Person elects to become the holder of the Share, he must give notice to the Company to that effect.
For the purposes of these Articles, that notice shall be treated as though it were an executed instrument of transfer. |
| 7.6 | If the Person elects to Transfer the Share to another Person in accordance with the provisions hereof
then: |
| (a) | if the Share is Fully Paid, the Transferor must execute an instrument of transfer; and |
| (b) | if the Share is partly paid, the Transferor and the Transferee must execute an instrument of transfer. |
| 7.7 | All the Articles relating to the Transfer of Shares shall apply to the notice or, as appropriate, the
instrument of transfer. |
Indemnity
| 7.8 | The directors may require a Person registered as a Member by reason of the death or bankruptcy of another
Member to indemnify the Company and the directors against any loss or damage suffered by the Company or the directors as a result of that
registration. |
Rights of Person entitled to a Share following
death or bankruptcy
| 7.9 | A Person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the
rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect
of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that
class of Shares in the Company. |
Increasing, consolidating, converting, dividing
and cancelling share capital
| 8.1 | To the fullest extent permitted by the Law, the Company may by Special Resolution do any of the following
(and amend its Memorandum and its Articles for that purpose): |
| (a) | increase its share capital in the manner prescribed by the resolution; |
| (b) | consolidate and divide all or any of its share capital; |
| (c) | convert all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any
denomination; |
| (d) | sub-divide its Shares or any of them, including, in respect of any sub-division, so that the
proportion between the amount paid and the amount, if any, unpaid on each sub-divided Share shall be the same as it was in case of
the Share from which the sub-divided Share is derived; and the resolution may determine that, as between the Shares resulting from
the sub-division, one or more of the Shares may, as compared with the others, have such preferred, deferred or other special rights,
or be subject to such restrictions as
the Company has power to attach to unissued or new Shares; |
| (e) | cancel Shares which, at the date of the passing of the resolution to cancel them, have not been taken
or agreed to be taken by any Person, and diminish the amount of its share capital by the amount of the Shares so cancelled or, in the
case of Shares without nominal par value, diminish the number of Shares into which its capital is divided; |
| (f) | convert all or any of the Shares denominated in a particular currency into Shares denominated in a different
currency, the conversion being effected at the rate of exchange (calculated to not less than three significant figures) current at the
date of the resolution being a time within 40 days before the conversion takes effect. |
| 8.2 | Subject to the Law, upon the occurrence of a Triggering Event or the Earnout Termination Date, as the
case may be, a number of C Ordinary Shares shall automatically and without further action on the part of the Company or any C Shareholder
be redeemed for no consideration and cancelled (subject to Topco’s obligation under the BCA to issue Class A Topco Shares to the
holders of such cancelled C Ordinary Shares upon the occurrence of a Triggering Event), in accordance with the terms and subject to the
conditions set forth in the BCA. The holders of the C Ordinary Shares being redeemed and cancelled pursuant to this Article 8.2 shall
be bound to deliver to the Company at the Office or such other place specified in writing by the Company, certificates for (or such other
evidence (if any) as the directors may reasonably require to prove title to) those C Ordinary Shares which have been redeemed and cancelled. |
Post-Closing Equity Adjustment
| 8.3 | The Company shall take such actions as are contemplated by the BCA to cause the issuance of Shares as
called for by the Equity Contribution Agreement. Without limiting the generality of the foregoing, if the final determination of the Post-Closing
Equity Adjustment has not occurred prior to the consummation of the BCA Transaction and, pursuant to the Equity Contribution Agreement,
Expedia should have received a different amount of equity securities in the Company and Topco immediately following the final determination
of the Post-Closing Equity Adjustment than was issued to Expedia under the BCA, the Company shall, in accordance with the terms and subject
to the conditions of the BCA and the Law, issue, redeem and cancel and/or adjust the terms of its equity securities (including its Derivative
Equity Securities) for no additional consideration such that the amount (both absolute and relative) of equity securities of the Company
issued to Expedia and the other equityholders of the Company immediately prior to the consummation of the BCA Transaction (including holders
of Company MIP Shares and Legacy Company MIP Options, but excluding holders of New Management Options) reflects the amount that would
have been issued if such final determination had occurred prior to the consummation of the BCA Transaction (after giving effect to the
Newly Issued Equity Securities). For the avoidance of doubt, any issuance, redemption, cancellation or adjustment of terms of equity securities
of the Company shall only be made with respect to the equity securities of the Company (including any Derivative Equity Securities) issued
to the equityholders of the Company immediately prior to the consummation of the BCA Transaction (including holders of Acquiror Options
that were issued on account of Legacy Company MIP Options but excluding Acquiror Options that were
issued on account of New Management Options), such that the aggregate amount of outstanding equity securities in the Company (including
any Newly Issued Equity Securities) held by such Persons immediately prior to such issuance, redemption, cancellation or adjustment shall
be equal in the aggregate to such amount thereafter. |
| 8.4 | Notwithstanding anything herein to the contrary, if the Company and Expedia agree to settle, and do in
fact settle, any Post-Closing Equity Adjustment, in whole, for an amount in cash not to exceed $5,000,000, no issuances, redemptions,
cancellations or adjustments of terms of equity securities (including any Derivative Equity Securities) held by the equityholders of the
Company immediately prior to the consummation of the BCA Transaction shall be made as contemplated pursuant to Article 8.3, including
with respect to the amount of such cash settlement. |
| 8.5 | Capitalized terms used but not defined in the preceding Articles 8.3 and 8.4 shall have the meanings
ascribed to such terms in the BCA. |
Redemption of A Ordinary Shares
| 8.6 | Subject to the provisions of the Law, the Company may redeem A Ordinary Shares solely in connection with
the transactions contemplated by the BCA and the Exchange Agreement. |
Reducing share capital
| 8.7 | Subject to the Law and to any rights for the time being conferred on the Members holding a particular
class of Shares, the Company may, by Special Resolution, reduce its share capital in any way. |
Sale of fractions of Shares
| 8.8 | Whenever, as a result of a consolidation of Shares any Members would become entitled to fractions of a
Share, the directors may, in their absolute discretion, on behalf of those Members, sell the Shares representing the fractions for the
best price reasonably obtainable to any Person (including, subject to the provisions of the Law, the Company) and distribute the net proceeds
of sale in due proportion among those Members, and the directors may authorise some Person to execute an instrument of transfer of the
Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the
purchase money nor shall his title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the
sale. |
| 9 | Redemption and purchase of Shares |
Power to issue redeemable Shares and to purchase
Shares
| 9.1 | Subject to (x) the Law, (y) the Shareholders Agreement and (z) any rights for the time being conferred
on the Members holding a particular class of Shares by these Articles or the Shareholders Agreement, the Company may by its directors: |
| (a) | issue Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member
holding those redeemable Shares, on the terms and in the manner its directors determine before the issue of those Shares; |
| (b) | convert existing non-redeemable limited shares, whether issued or not, into Shares that are to be redeemed
or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares, on the terms and in the manner its
directors determine before the conversion of those Shares; and |
| (c) | purchase all or any Shares of any class including any redeemable Shares. |
| 9.2 | The Company may hold Shares acquired by way of purchase or redemption in treasury in a manner authorised
by the Law. |
| 9.3 | The Company may make a payment in respect of the redemption or purchase of Shares in any manner authorised
by the Law, including out of capital and otherwise than out of its profits or the proceeds of a fresh issue of Shares. |
Power to pay for redemption or purchase in
cash or in specie
| 9.4 | When making a payment in respect of the redemption or purchase of Shares, the directors may make the payment
in cash or in specie (or partly in one way and partly in the other way). |
Effect of redemption or purchase of a Share
| 9.5 | Upon the date of redemption or purchase of a Share, subject to Article 8.3, the BCA and the Exchange
Agreement: |
| (a) | the Member holding that Share shall cease to be entitled to any rights in respect of the Share other than
the right to receive: |
| (i) | the price for the Share; and |
| (ii) | any dividend declared in respect of the Share prior to the date of redemption or purchase; |
| (b) | the Member's name shall be removed from the register of members with respect to the Share; and |
| (c) | the Share shall be cancelled or become a treasury share; provided, however, that no (i) B Ordinary
Share redeemed in connection with an Exchange pursuant to Article 30 and the Exchange Agreement or (ii) C Ordinary Share redeemed
pursuant to Article 8.2 shall become a treasury share. |
For the purpose of this Article, the
date of redemption or purchase is the date when the redemption or purchase falls due.
Power to call meetings
| 10.1 | The directors may call a general meeting at any time. |
| 10.2 | Notwithstanding Article 10.1, if there are insufficient directors
to constitute a quorum and the remaining directors are unable to agree on the appointment of additional directors, the directors must
call a general meeting for the purpose of appointing additional directors. |
Annual general meetings
| 10.3 | There is no requirement to hold an annual general meeting. |
Content of notice
| 10.4 | Notice of a general meeting shall specify each of the following: |
| (a) | the place, the date and the time of the meeting; |
| (b) | if the meeting is to be held in two or more places, the technology that will be used to facilitate the
meeting; |
| (c) | subject to Article 10.4(d), the general nature of the business
to be transacted; |
| (d) | if a resolution is proposed as a Special Resolution, the text of that resolution; and |
| (e) | in the case of an annual general meeting, that the meeting is an annual general meeting. |
| 10.5 | In each notice, there shall appear with reasonable prominence the following statements: |
| (a) | that a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend
and vote instead of that Member; and |
| (b) | that a proxy need not be a Member. |
Period of notice
| 10.6 | A general meeting, including an annual general meeting, shall be called by providing notice in accordance
with the Law. A meeting, however, may be called on shorter notice if it is so agreed: |
| (a) | in the case of an annual general meeting, by all the Members entitled to attend and vote at that meeting;
and |
| (b) | in the case of any other meeting, by a majority in number of the Members having a right to attend and
vote at that meeting, being a majority together holding not less than: |
| (i) | 95% where a Special Resolution is to be considered; or |
| (ii) | 90% for all other meetings, |
of the total voting
rights of the Shares that have that right.
Persons entitled to receive notice
| 10.7 | Subject to the provisions of these Articles and to any restrictions imposed on any Shares, the notice
shall be given to the following people: |
| (b) | Persons entitled to a Share in consequence of the death or bankruptcy of a Member; |
| (d) | the Company's auditor (if any); and |
| (e) | Persons entitled to vote in respect of a Share in consequence of the incapacity of a Member. |
Accidental omission to give notice or non-receipt
of notice
| 10.8 | Proceedings at a meeting shall not be invalidated by the following: |
| (a) | an accidental failure to give notice of the meeting to any Person entitled to notice; or |
| (b) | non-receipt of notice of the meeting by any Person entitled to notice. |
| 11 | Proceedings at meetings of Members |
Quorum
| 11.1 | Save as provided in this Article 11, no business shall be transacted
at any general meeting unless a quorum is present in person or by proxy. A quorum is present at any general meeting if one Member that
holds a Share that carries the right to vote at such general meeting is present in person or by proxy. |
Lack of quorum
| 11.2 | If a quorum is not present within 15 minutes of the time appointed for the meeting, or if at any time
during the meeting it becomes inquorate, then the meeting shall automatically and successively stand adjourned to the same time and place
five Business Days hence, or to such other time or place as is determined by the directors. |
Use of technology
| 11.3 | A Person may participate in a general meeting through the medium of conference telephone, video or any
other form of communications equipment providing all Persons participating in the meeting are able to hear and speak to each other throughout
the meeting. A Person participating in
this way is deemed to be present in person at the meeting. |
Chairman
| 11.4 | The chairman of a general meeting shall be the chairman of the board or such other director as the directors
have nominated to chair board meetings in the absence of the chairman of the board. Absent any such Person being present within 15 minutes
of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting. |
Right of a director or auditor's representative
to attend and speak
| 11.5 | Even if a director or a representative of the auditor (if any) is not a Member, he shall be entitled to
attend and speak at any general meeting and at any separate meeting of Members holding a particular class of Shares. |
Adjournment
| 11.6 | The chairman may at any time adjourn a meeting with the consent of the Members constituting a quorum.
The chairman may adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other
than business which might properly have been transacted at the original meeting. |
| 11.7 | Should a meeting be adjourned for more than 14 Clear Days, whether because of a lack of quorum or otherwise,
Members shall be given notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted.
Otherwise, notice of the adjournment shall be given as far in advance as reasonably practicable under the circumstances. |
Method of voting
| 11.8 | A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the
declaration of the result of the show of hands, a poll is duly demanded. A poll may be demanded: |
| (b) | by at least two Members having the right to vote on the resolution; or |
| (c) | by any Member or Members present who, individually or collectively, hold at least 10% of the voting rights
of all those who have a right to vote on the resolution; or |
| (d) | by a Member or Members holding Shares conferring a right to vote on the resolution being Shares on which
an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right, |
and a demand by a Person as proxy
for a Member shall be the same as a demand by the Member.
Outcome of vote by show of hands
| 11.9 | Unless a poll is duly demanded, a declaration by the chairman as to the result of a resolution and an
entry to that effect in the minutes of the meeting shall be conclusive evidence of the outcome of a show of hands without proof of the
number or proportion of the votes recorded in favour of or against the resolution. |
Withdrawal of demand for a poll
| 11.10 | The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman.
The chairman shall announce any such withdrawal to the meeting and, unless another Person forthwith demands a poll, any earlier show of
hands on that resolution shall be treated as the vote on that resolution; if there has been no earlier show of hands, then the resolution
shall be put to the vote of the meeting. |
Taking of a poll
| 11.11 | A poll demanded on the question of adjournment shall be taken immediately. |
| 11.12 | A poll demanded on any other question shall be taken either immediately or at an adjourned meeting at
such time and place as the chairman directs, not being more than 30 Clear Days after the poll was demanded. |
| 11.13 | The demand for a poll shall not prevent the meeting continuing to transact any business other than the
question on which the poll was demanded. |
| 11.14 | A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not
be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more
than one place, the chairman may appoint scrutineers in more than one place; but if he considers that the poll cannot be effectively monitored
at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur. |
Chairman's casting vote
| 11.15 | If the votes on a resolution, whether on a show of hands or on a poll, are equal the chairman shall not
have a casting vote. |
Amendments to resolutions
| 11.16 | An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if: |
| (a) | not less than 48 hours before the meeting is to take place (or such later time as the chairman of the
meeting may determine), notice of the proposed amendment is given to the Company in writing by a Member entitled to vote at that meeting;
and |
| (b) | the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially
alter the scope of the resolution. |
| 11.17 | A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if: |
| (a) | the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to
be proposed; and |
| (b) | the amendment does not go beyond what the chairman considers is necessary to correct a grammatical or
other non-substantive error in the resolution. |
| 11.18 | If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution
is out of order, the chairman's error does not invalidate the vote on that resolution. |
Written resolutions
| 11.19 | Subject to the applicable terms of the Shareholders Agreement, Members may pass a resolution in writing
without holding a meeting if the following conditions are met: |
| (a) | the specified majority of Members entitled to vote: |
| (ii) | sign several documents in the like form each signed by one or more of those Members; and |
| (b) | the signed document or documents is or are delivered to the Company at the place and by the time nominated
by the Company in the notice of the resolution including, if the Company so nominates, by delivery of an Electronic Record by Electronic
means to the address specified for that purpose. |
Such written resolution shall be as
effective as if it had been passed at a meeting of all Members entitled to vote duly convened and held. Without limiting the generality
of the foregoing, and for the avoidance of doubt, the purported execution and delivery of a written resolution by a B Ordinary Shareholder
or C Ordinary Shareholder shall be invalid to the same extent that, had such resolution instead been put to a vote at a meeting of Members,
a vote cast thereon by such B Ordinary Shareholder or C Ordinary Shareholder would be invalid pursuant to Article 12.25.
| 11.20 | Each Member shall have one vote with respect to a written resolution for each Share he holds which confers
the right to receive and vote thereon. A written resolution signed by a Member that holds Shares which confer the right to vote thereon
may specify the number of such Shares such Member has voted with respect to such written resolution. If the written resolution signed
by such Member is silent as to the number of such Shares the Member has voted with respect to such written resolution, the Member shall
be deemed to have voted all such Shares held by the Member. |
| 11.21 | If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect
accordingly. |
Sole-member company
| 11.22 | If the Company has only one Member entitled to vote, and that Member records in writing his decision on
a question, that record shall constitute both the passing of a resolution and the minute of it. |
| 12 | Voting rights of members |
Right to vote
| 12.1 | A Member holding Shares that carry the right to vote on all matters on which Members generally are entitled
to vote is entitled to vote in respect of such Shares at a general meeting, whether on a show of hands or a poll, unless a call or other
amount presently payable in respect of such Shares has not been paid. A Member holding Shares that do not carry the right to vote on all
matters on which Members generally are entitled to vote is not entitled to vote in respect of such Shares at a general meeting (whether
by show of hands or poll) but is entitled to receive notice of and attend any such general meeting. |
| 12.2 | A Member holding Shares of a particular class is entitled to vote at a separate meeting of the holders
of that class of Shares, unless a call or other amount presently payable in respect of such Shares has not been paid. |
| 12.3 | Members may vote in person or by proxy. |
| 12.4 | On a show of hands at any general meeting of the Company or separate meeting of holders of Shares of a
particular class, every Member who is entitled to vote at such meeting shall have one vote per Share. For the avoidance of doubt, an individual
who represents two or more such Members, including a Member in that individual's own right, shall be entitled to a separate vote for each
Member. |
| 12.5 | On a poll at any general meeting of the Company or separate meeting of holders of Shares of a particular
class, a Member shall have one vote for each Share he holds that carries the right to vote at such meeting, unless any such Share carries
special voting rights. |
| 12.6 | A fraction of a Share carrying the right to vote shall entitle its holder to an equivalent fraction of
one vote. |
| 12.7 | No Member is bound to vote all his Shares or any of them; nor is he bound to vote each of his Shares in
the same way. |
Rights of joint holders
| 12.8 | If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders
tenders a vote, the vote of the holder whose name in respect of those Shares appears first in the register of members shall be accepted
to the exclusion of the votes of the other joint holders. |
Representation of corporate Members
| 12.9 | Save where otherwise provided, a corporate Member must act by one or more duly authorised representatives. |
| 12.10 | A corporate Member wishing to act by a duly authorised representative must identify that Person to the
Company by notice in writing. |
| 12.11 | The authorisation may be for any period of time, and must be delivered to the Company not less than two
hours before the commencement of the meeting at which it is first used. |
| 12.12 | The directors of the Company may require the production of any evidence which they consider necessary
to determine the validity of the notice. |
| 12.13 | Where a duly authorised representative is present at a meeting that Member is deemed to be present in
person; and the acts of the duly authorised representative are personal acts of that Member. |
| 12.14 | Subject to the Shareholders Agreement, a corporate Member may revoke the appointment of a duly authorised
representative at any time by notice to the Company; but such revocation will not affect the validity of any acts carried out by the duly
authorised representative before the directors of the Company had actual notice of the revocation. |
Member with mental disorder
| 12.15 | A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Island
or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by that Member's receiver, curator
bonis or other Person authorised in that behalf appointed by that court. |
| 12.16 | For the purpose of the preceding Article, evidence to the satisfaction of the directors of the authority
of the Person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the
adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means.
In default, the right to vote shall not be exercisable. |
Objections to admissibility of votes
| 12.17 | An objection to the validity of a Person's vote may only be raised at the meeting or at the adjourned
meeting at which the vote is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be
final and conclusive. |
Form of proxy
| 12.18 | An instrument appointing a proxy shall be in any common form or in any other form approved by the directors.
A Member may appoint more than one proxy to attend on the same occasion. |
| 12.19 | The instrument must be in writing and signed in one of the following ways: |
| (b) | by the Member's authorised attorney; or |
| (c) | if the Member is a corporation or other body corporate, under seal or signed by an authorised officer,
secretary or attorney. |
If the directors so resolve, the Company
may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about
authentication of Electronic Records.
| 12.20 | The directors may require the production of any evidence which they consider necessary to determine the
validity of any appointment of a proxy. |
| 12.21 | A Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance
with Article 12.18; but such revocation will not affect the validity of any acts carried out by
the proxy before the directors of the Company had actual notice of the revocation. |
How and when proxy is to be delivered
| 12.22 | Subject to the following Articles, the form of appointment of a proxy and any authority under which it
is signed, or a copy of the authority certified notarially or in any other way approved by the directors, must be delivered so that it
is received by the Company at any time before the time for holding the meeting or adjourned meeting at which the Person named in the form
of appointment of proxy proposes to vote. They must be delivered in either of the following ways: |
| (a) | In the case of an instrument in writing, it must be left at or sent by post: |
| (i) | to the registered office of the Company; or |
| (ii) | to such other place within the Island specified in the notice convening the meeting or in any form of
appointment of proxy sent out by the Company in relation to the meeting. |
| (b) | If, pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an
Electronic Record of an appointment of a proxy must be sent to the address specified pursuant to those provisions unless another address
for that purpose is specified: |
| (i) | in the notice convening the meeting; or |
| (ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or |
| (iii) | in any invitation to appoint a proxy issued by the Company in relation to the meeting. |
| 12.23 | Where a poll is taken: |
| (a) | if it is taken more than seven Clear Days after it is demanded, the form of appointment of a proxy
and any accompanying authority (or an Electronic Record of the same) must be delivered as required under Article 12.21
not less than 24 hours before the time appointed for the taking of the poll; |
| (b) | if it is taken within seven Clear Days after it was demanded, the form of appointment of a proxy
and any accompanying authority (or an Electronic Record of the same) must be delivered as required under Article 12.21
not less than two hours before the time appointed for the taking of the poll. |
| 12.24 | If the form of appointment of proxy is not delivered on time, it is invalid. |
Voting by proxy
| 12.25 | A proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had
except to the extent that the instrument appointing him limits those rights. No B Ordinary Shareholder or C Ordinary Shareholder may vote
at any meeting or adjourned meeting on any resolution or other matter that requires the sanction of the B Shareholders and/or C Shareholders,
in accordance with the Law (other than matters that (a) are contemplated by Article 52 of the Law, (b) relate specifically and solely
to rights, priorities or privileges of the B Ordinary Shares or the C Ordinary Shares, as applicable or (c) have a disproportionate adverse
effect on the B Ordinary Shares or the C Ordinary Shares, as applicable, as compared to any other class or series of Shares) to the extent
Topco (or its officer or agent) is present at such meeting or adjourned meeting as the appointed proxy of such B Ordinary Shareholder
or C Ordinary Shareholder with respect to such resolution or other matter, and any such vote purportedly cast by such B Ordinary Shareholder
or C Ordinary Shareholder shall be invalid. In all other cases, notwithstanding the appointment of a proxy, a Member may attend and vote
at a meeting or adjourned meeting, and if a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect
of different Shares, shall be invalid. Without limiting the generality of the foregoing, a change of control involving the Company in
which the relative rights, priorities and privileges of B Ordinary Shares or C Ordinary Shares, as applicable, prior to giving effect
to such transaction, are respected is not a matter of the type described in clause (a), (b) or (c) above, and such change of control would
not, in and of itself, preclude any vote or written resolution of B Shareholders or C Shareholders necessary to approve such change of
control transaction from being cast or executed (as applicable) by the Topco (or its officer or agent), acting on behalf of such Members
in the capacity set forth above. |
Unless otherwise determined by Ordinary
Resolution, the minimum number of directors shall be one but there shall be no maximum number.
| 14 | Appointment, disqualification and removal of directors |
No age limit
| 14.1 | There is no age limit for directors save that they must be aged at least 18 years. |
No Corporate directors
| 14.2 | All directors shall be natural persons and no corporate directors shall be permitted to be appointed unless
such corporate director qualifies to act as such under the Law. |
No shareholding qualification
| 14.3 | Unless a shareholding qualification for directors is fixed by Ordinary Resolution, no director shall be
required to own Shares as a condition of his appointment. |
Appointment of directors
| 14.4 | A director may be appointed by Ordinary Resolution or by the directors. Any appointment may be to fill
a vacancy or as an additional director. |
| 14.5 | No appointment can cause the number of directors to exceed the maximum; and any such appointment shall
be invalid. |
Removal of directors
| 14.6 | A director may be removed by Ordinary Resolution. |
Resignation of directors
| 14.7 | A director may at any time resign the office by giving to the Company notice in writing or, if permitted
pursuant to the notice provisions, in an Electronic Record delivered in either case in accordance with those provisions. |
| 14.8 | Unless the notice specifies a different date, the director shall be deemed to have resigned on the date
on which the notice is delivered to the Company. |
Termination of the office of director
| 14.9 | A director's office shall be terminated: |
| (a) | if the director resigns his office by notice to the Company in accordance with Articles 14.7
and 14.8; |
| (b) | forthwith if he is prohibited by the law of the Island from acting as a director; or |
| (c) | forthwith if he is made bankrupt or makes an arrangement or composition with his creditors generally;
or |
| (d) | forthwith if in the opinion of a registered medical practitioner by whom he is being treated he becomes
physically or mentally incapable of acting as a director; or |
| (e) | forthwith if he is made subject to any law relating to mental health or incompetence, whether by court
order or otherwise; or |
| (f) | forthwith if without the consent of the other directors, he is absent from meetings of directors for a
continuous period of six months. |
| 14.10 | If the office of director is terminated or vacated for any reason, he shall thereupon cease to be a member
of any committee of the board of directors of the Company. |
Appointment and removal
| 15.1 | Any Member may appoint any other person, including another director, to act in a director’s place
as an alternate director. No appointment shall take effect until the Member has given notice of the appointment to the other Members. |
| 15.2 | A Member may revoke his appointment of an alternate at any time. No revocation shall take effect until
the Member has given notice of the revocation to the other Members. |
| 15.3 | A notice of appointment or removal of an alternate director must be given to the Company by any of the
following methods: |
| (a) | by notice in writing in accordance with the notice provisions; or |
| (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that
facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company's registered
office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 27.7
applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender's fax machine;
or |
| (c) | if the Company has an email address for the time being, by email to that email address or, otherwise,
by email to the email address provided by the Company's registered office (in either case, the email being deemed to be the notice unless
Article 27.7 applies), in which event notice shall be taken to be given on the date of receipt
by the Company or the Company's registered office (as appropriate); or |
| (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered
in accordance with those provisions in writing. |
Notices
| 15.4 | All notices of meetings of directors shall continue to be given to the primary director and not to the
corresponding alternate director. |
Rights of alternate director
| 15.5 | An alternate director, where so appointed and acting, shall (subject to these Articles) be entitled to
attend and vote at any board meeting or meeting of a committee of the directors at which such alternate director’s corresponding
primary director is not personally present, and generally to perform all the functions of such primary director in his absence. An alternate
director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate director. |
| 15.6 | Save as otherwise provided in these Articles, an alternate director shall be deemed for all purposes to
be a director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the corresponding
primary director in whose absence such alternate director was appointed to serve. |
Appointment ceases when the alternate director’s
corresponding primary director ceases to be a director
| 15.7 | An alternate director shall automatically cease to be an alternate director if such alternate director’s
corresponding primary director (in whose absence such alternate director was appointed to serve) ceases to be a director, or on the occurrence
in relation to the alternate of any event which, if it occurred in relation to such primary director, would result in the termination
of such primary director’s appointment as a director. |
Powers of directors
| 16.1 | Subject to the provisions of the Law, the Memorandum, these Articles and any directions given by Special
Resolution, the business of the Company shall be managed by the directors who may for that purpose exercise all the powers of the Company. |
| 16.2 | No prior act of the directors shall be invalidated by any subsequent alteration of the Memorandum or these
Articles or any direction given by Special Resolution. However, to the extent allowed by the Law, Members may in accordance with the Law
validate any prior or future act of the directors which would otherwise be in breach of their duties. |
Appointments to office
| 16.3 | The directors may appoint a director: |
| (a) | as chairman of the board of directors; |
| (c) | to any other executive office, |
for such period and on such terms,
including as to remuneration, as they think fit.
| 16.4 | The appointee must consent in writing to holding that office. |
| 16.5 | Any appointment of a director to an executive office shall terminate if he ceases to be a director but
without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such director. |
| 16.6 | Where a chairman is appointed he shall, unless unable to do so, preside at every meeting of directors. |
| 16.7 | If there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select
its own chairman; or the directors may nominate one of their number to act in place of the chairman should he ever not be available. |
| 16.8 | Subject to the provisions of the Law and Article 16.9, the directors
may also appoint any person, who need not be a director: |
| (b) | to any office that may be required, |
for such period and on such terms,
including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.
| 16.9 | The Secretary or Officer must consent in writing to holding that office. |
| 16.10 | A director, Secretary or other Officer of the Company may not hold office, or perform the services, of
auditor. |
Remuneration
| 16.11 | Every director may be remunerated by the Company for the services he provides for the benefit of the Company,
whether as director, employee or otherwise, and shall be entitled to be paid for the expenses incurred in the Company's business including
attendance at directors' meetings. |
| 16.12 | A director's remuneration shall be fixed by the Company by Ordinary Resolution. Unless that resolution
provides otherwise, the remuneration shall be deemed to accrue from day to day. |
| 16.13 | Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or
sickness benefits, whether to the director or to any other Person connected to or related to him. |
| 16.14 | Unless his fellow directors determine otherwise, a director is not accountable to the Company for remuneration
or other benefits received from any other company which is in the same group as the Company or which has common shareholdings. |
Power to delegate any of the directors' powers
to a committee
| 17.1 | The directors may delegate any of their powers to any committee consisting of one or more persons. The
committee may include non-directors so long as the majority of persons on the committee are directors. |
| 17.2 | The delegation may be collateral with, or to the exclusion of, the directors' own powers. |
| 17.3 | The delegation may be on such terms as the directors think fit, including provision for the committee
itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the directors at will. |
| 17.4 | Unless otherwise permitted by the directors, a committee must follow the procedures prescribed for the
taking of decisions by directors. |
Power to appoint an agent of the Company
| 17.5 | The directors may appoint any person, either generally or in respect of any specific matter, to be the
agent of the Company with or without authority for that person to delegate all or any of that person's powers. The directors may make
that appointment: |
| (a) | by causing the Company to enter into a power of attorney or agreement; or |
| (b) | in any other manner they determine. |
Power to appoint an attorney or authorised
signatory of the Company
| 17.6 | The directors may appoint any person, whether nominated directly or indirectly by the directors, to be
the attorney or the authorised signatory of the Company. The appointment may be: |
| (b) | with the powers, authorities and discretions; |
| (d) | subject to such conditions, |
as they think fit. The powers, authorities
and discretions, however, must not exceed those vested in, or exercisable by, the directors under these Articles. The directors may make
such an appointment by power of attorney or any other manner they think fit.
| 17.7 | Any power of attorney or other appointment may contain such provision for the protection and convenience
of persons dealing with the attorney or authorised signatory as the directors think fit. Any power of attorney or other appointment may
also authorise the attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person. |
Regulation of directors' meetings
| 18.1 | Subject to the provisions of these Articles, the directors may regulate their proceedings as they think
fit. |
Calling meetings
| 18.2 | Any director may call a meeting of directors at any time. The Secretary must call a meeting of the directors
if requested to do so by a director. |
Notice of meetings
| 18.3 | Every director shall be given notice of a meeting, although a director may waive retrospectively the requirement
to be given notice. |
Use of technology
| 18.4 | A director may participate in a meeting of directors through the medium of conference telephone, video
or any other form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout
the meeting. |
| 18.5 | A director participating in this way is deemed to be present in person at the meeting and shall, subject
to Article 19.5 and Article 19.6, be entitled to vote and
be counted in the quorum accordingly. |
Quorum
| 18.6 | The quorum for the transaction of business at a meeting of directors (including any adjourned meeting)
shall be a majority of the directors; provided, however, if only one (1) director has been appointed, the presence of such director
shall constitute a quorum, and, in addition, such director may transact the business of the Company without a meeting by written resolution
in accordance with Article 18.12. Where a quorum is not present at a meeting the meeting will be
quorate in accordance with such provisions. |
| 18.7 | Subject to these Articles, an alternate director present at a meeting of directors shall, in the absence
of the director for whom he acts as director, be counted in the quorum at the meeting and any director who is present and counts in the
quorum at a board meeting shall also be counted in the quorum as one for each absent director for whom he acts as alternate director at
the meeting. |
Voting
| 18.8 | A question which arises at a board meeting shall be decided by a majority of votes. If votes are equal
the chairman shall not have a casting vote. |
| 18.9 | The continuing directors or a sole continuing director may act notwithstanding any vacancies in their
number but if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for
the purpose of filling vacancies or of calling a general meeting. |
Validity
| 18.10 | Anything done at a meeting of directors is unaffected by the fact that it is later discovered that any
person was not properly appointed, or had ceased to be a director, or was otherwise not entitled to vote. |
Recording of dissent
| 18.11 | A director present at a meeting of directors shall be presumed to have assented to any action taken at
that meeting unless: |
| (a) | his dissent is entered in the minutes of the meeting; or |
| (b) | he has filed with the meeting before it is concluded a signed dissent from that action; or |
| (c) | he has forwarded to the Company as soon as practical following the conclusion of that meeting a signed
dissent. |
A director who votes in favour of
an action is not entitled to record his dissent to it.
Written resolutions
| 18.12 | The directors may pass a resolution in writing without holding a meeting if there is only one director
or if the following conditions are met: |
| (a) | all directors are given notice of the resolution; and |
| (b) | the resolution is set out in a document or documents indicating that it is a written resolution; and |
| (ii) | sign several documents in the like form each signed by one or more directors; and |
| (d) | the signed document or documents is or are delivered to the Company, including, if the Company so nominates
by delivery of an Electronic Record, by Electronic means to the address specified for that purpose. |
| 18.13 | Such written resolution shall be as effective as if it had been passed at a meeting of the directors duly
convened and held; and it shall be treated as having been passed on the day and at the time that the last director signs. |
| 19 | Permissible directors' interests and disclosure |
Permissible interests subject to disclosure
| 19.1 | Save as expressly permitted by these Articles or as set out below, a director may not have a direct or
indirect interest which to a material extent conflicts or may conflict with the interests of the Company or any Subsidiary of the Company. |
| 19.2 | If, notwithstanding the prohibition in the preceding Article, a director discloses any direct or indirect
interest in accordance with the next Article, he may: |
| (a) | be a party to, or otherwise interested in, any transaction or arrangement with the Company or any Subsidiary
of the Company or in which the Company or any such Subsidiary is or may otherwise be interested; |
| (b) | be interested in another body corporate promoted by the Company or any such Subsidiary or in which the
Company or any such Subsidiary is otherwise interested. In particular, the director may be a director, secretary or officer of, or employed
by, or be a party to any transaction or arrangement with, or otherwise interested in, that other body corporate. |
| 19.3 | The disclosure required by the preceding Article must be achieved by the interested director disclosing
to his fellow directors, at the first meeting of the board at which the transaction or arrangement is considered after the director concerned
becomes aware of the circumstances giving rise to his disclosure obligation or, failing this, as soon as practical after that meeting
by notice in writing delivered to the Secretary, the nature and extent of his direct or indirect interest in a transaction or arrangement
or series of transactions or arrangements entered into or proposed to be entered into by the Company or any Subsidiary of the Company
or in which the Company or any such Subsidiary is or may otherwise be interested, which to a material extent conflicts or may conflict
with the interests of the Company or any such Subsidiary and of which the director is aware. |
| 19.4 | If a director has disclosed his interest in accordance with the preceding Article, then he shall not,
by reason only of his office, be accountable to the Company for any benefit which he derives from any such transaction or arrangement
or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be
liable to be avoided on the ground of any such interest or benefit. |
Notification of interests
| 19.5 | For the purposes of the preceding Article, a director shall be taken to have sufficiently disclosed the
nature and extent of any interest in a transaction or arrangement if: |
| (a) | the director gives a general notice to the other directors that a specific person or class of persons
has an interest, of the nature and extent specified in the notice, in a transaction or arrangement; and |
| (b) | the director meets the description of the specified person or class of persons. |
| 19.6 | A director shall not be treated as having an interest in a transaction or arrangement if he has no knowledge
of that interest and it is unreasonable to expect the director to have that knowledge. |
Voting where a director is interested in
a matter
| 19.7 | A director may vote at a meeting of directors on any resolution concerning a matter in which that director
has an interest or duty, whether directly or indirectly, so long as that director discloses his interest pursuant to these Articles. Subject
to such disclosure, the director shall be counted towards a quorum of those present at the meeting and, if the director votes on the resolution,
his vote shall be counted. |
| 19.8 | Where proposals are under consideration concerning the appointment of two or more directors to offices
or employment with the Company, any Subsidiary of the Company or any body corporate in which the Company is otherwise interested, the
proposals may be divided and considered in relation to each director separately and each of the directors concerned shall be entitled
to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. |
The Company shall cause minutes to
be made in books kept for the purpose in accordance with the Law.
Accounting and other records
| 21.1 | The directors must ensure that proper accounting and other records are kept, and that accounts and associated
reports are distributed in accordance with the requirements of the Law and the Shareholders Agreement. |
| 21.2 | The directors shall ensure that the provisions of the Shareholders Agreement relating to Capital Accounts
(as defined in the Shareholders Agreement) of the Members are complied with and that such Capital Accounts shall be treated as separate
accounts to the statutory accounts the Company is required by Law to maintain solely for the purposes as set out in the Shareholders Agreement. |
No automatic right of inspection
| 21.3 | Members are only entitled to inspect the Company's records or be provided with information on the Company
in accordance with the terms of the Shareholders Agreement or if they are expressly entitled to do so by law, or authorised by resolution
made by the directors or passed by Ordinary Resolution. |
Sending of accounts and reports
| 21.4 | The Company's accounts and associated directors' report and auditor's report (if any) that are required
or permitted to be sent to any Person pursuant to any law shall be treated as properly sent to that Person if: |
| (a) | they are sent to that Person in accordance with the notice provisions in Article 27;
or |
| (b) | they are published on a restricted access website providing that Person is given separate notice of: |
| (i) | the fact that the documents have been published on the restricted access website; |
| (ii) | the address of the restricted access website; |
| (iii) | the place on the restricted access website where the documents may be accessed; and |
| (iv) | how they may be accessed. |
| 21.5 | If, for any reason, a Person notifies the Company that he is unable to access such restricted access website,
the Company must, as soon as practicable, send the documents to that Person by any other means permitted
by these Articles. This, however, will not affect when that Person is taken to have received the documents under Article 21.6. |
Time of receipt if documents are published
on a website
| 21.6 | Documents sent by being published on a website in accordance with the preceding two Articles are only
treated as sent at least 14 Clear Days before the date of the meeting at which they are to be laid if: |
| (a) | the documents are published on the website throughout a period beginning at least 14
Clear Days before the date of the meeting and ending with the conclusion of the meeting; and |
| (b) | the Person is given at least 14 Clear Days' notice of the meeting. |
Validity despite accidental error in publication
on website
| 21.7 | If, for the purpose of a meeting, documents are sent by being published on a website in accordance with
the preceding Articles, the proceedings at that meeting are not invalidated merely because by accident: |
| (a) | those documents are published in a different place on the website to the place notified; or |
| (b) | they are published for part only of the period from the date of notification until the conclusion of that
meeting. |
When accounts are to be audited
| 21.8 | Unless the directors or the Members, by Ordinary Resolution, so resolve or unless the Law so requires,
the Company's accounts will not be audited. If the Members so resolve, the Company's accounts shall be audited in the manner determined
by Ordinary Resolution. Alternatively, if the directors so resolve, they shall be audited in the manner they determine. |
Except to the extent of any conflicting
rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or
issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid
or made.
| 23 | U.S. federal income tax classification |
The Company shall elect to be classified
as a partnership for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, effective as of the date of
incorporation of the Company.
General
| 24.1 | Subject to the mandatory provisions of the Law, the declaration and payment of dividends by the Company
shall be subject in all respect to the requirements of the Company’s obligations under Articles IV and V of the Shareholders Agreement,
and, thus, the provisions of this Article 24 are qualified in their entirety by reference to Articles
IV and V of the Shareholders Agreement. |
Declaration of dividends by Members
| 24.2 | The directors may determine that the Company declare dividends in accordance with the respective rights
of the Members. Any such declared dividend shall be a debt owed by the Company due on the date that such dividend is declared to be payable
or, if no date is specified, immediately. |
Payment of interim dividends by directors
| 24.3 | Subject to the provisions of the Law, the directors may pay interim dividends in accordance with the respective
rights of the Members. Any interim dividend shall not be a debt owed by the Company until such time as payment of the dividend is made. |
| 24.4 | In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the
following applies: |
| (a) | if the Company has different classes of Shares, the directors may pay dividends on Shares which confer
deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends
but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend
is in arrears; |
| (b) | subject to the provisions of the Law, the directors may also pay, at intervals settled by them, any dividend
payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify
the payment; and |
| (c) | if the directors act in good faith, they shall not incur any liability to the Members holding Shares conferring
preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred
rights. |
Apportionment of dividends
| 24.5 | Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid
according to the amounts paid up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately
to the amount paid up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued
on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly. |
Right of set off
| 24.6 | The directors may deduct from a dividend or any other amount payable to a Person in respect of a Share
any amount due by that Person to the Company on a call or otherwise in relation to a Share. |
Power to pay other than in cash
| 24.7 | If the directors so determine, any resolution determining a dividend may direct that it shall be satisfied
wholly or partly by the distribution of assets or the issue of Shares. If a difficulty arises in relation to the distribution, the directors
may settle that difficulty in any way they consider appropriate. For example, they may do any one or more of the following: |
| (a) | issue fractional Shares; |
| (b) | fix the value of assets for distribution and make cash payments to some Members on the footing of the
value so fixed in order to adjust the rights of Members; and |
| (c) | vest some assets in trustees. |
Notwithstanding
anything in the foregoing provisions of this Article 24.7 to the contrary, if it is proposed that any class of Shares receive a form
of consideration that differs from the consideration to be received by any other class of Shares in any dividend or distribution, the
written consent of the Members holding at least 66 ⅔% of then-outstanding B Ordinary Shares shall be required prior to payment of
such dividend or distribution; provided that if any Member is unable to accept a distribution in kind under any applicable law
or regulation, such Member shall be entitled to receive a cash dividend in an amount equal to the fair value of such distribution in kind.
How payments may be made
| 24.8 | A dividend or other monies payable on or in respect of a Share may be paid in any of the following ways: |
| (a) | if the Member holding that Share or other Person entitled to that Share nominates a bank account for that
purpose, by wire transfer to that bank account; or |
| (b) | by cheque or warrant sent by post to the registered address of the Member holding that Share or other
Person entitled to that Share. |
| 24.9 | For the purpose of Article 24.8(a), the nomination may be in writing or in an Electronic Record and
the bank account nominated may be the bank account of another Person. For the purpose of Article 24.8(b), subject to any applicable
law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other Person entitled to the Share
or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge
to the Company. |
| 24.10 | If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason
of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that
Share may be paid as follows: |
| (a) | to the registered address of the Joint Holder of the Share who is named first on the register of members
or to the registered address of the deceased or bankrupt holder, as the case may be; or |
| (b) | to the address or bank account of another person nominated by the Joint Holders, whether that nomination
is in writing or in an Electronic Record. |
| 24.11 | Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect
of that Share. |
Dividends on account of C Ordinary Shares
Dividends or other monies not to bear interest
in absence of special rights
| 24.13 | Unless provided for by the rights attached to a Share, no dividend or other monies payable by the Company
in respect of a Share shall bear interest. |
Dividends unable to be paid or unclaimed
| 24.14 | If a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or
both, the directors may pay it into a separate account in the Company's name. If a dividend is paid into a separate account, the Company
shall not be constituted trustee in respect of that account and the dividend shall remain a debt due to the Member. |
| 24.15 | A dividend that remains unclaimed for a period of ten years after it became due for payment shall be forfeited
to, and shall cease to remain owing by, the Company. |
Company seal
| 25.1 | The Company may have a seal if the directors so determine. |
Official seal
| 25.2 | Subject to the provisions of the Law, the Company may also have: |
| (a) | an official seal or seals for use in any place or places outside the Island. Each such official seal shall
be a facsimile of the original seal of the Company but shall have added on its face the name of the country, territory or place where
it is to be used or the words “branch seal”; and |
| (b) | an official seal for use only in connection with the sealing of securities issued by the Company and such
official seal shall be a copy of the common seal of the Company but shall in addition bear the word “securities”. |
When and how seal is to be used
| 25.3 | A seal may only be used by the authority of the directors. Unless the directors otherwise determine, a
document to which a seal is affixed must be signed in one of the following ways: |
| (a) | by a director (or his alternate) and the Secretary; or |
| (b) | by a single director (or his alternate). |
If no seal is adopted or used
| 25.4 | If the directors do not adopt a seal, or a seal is not used, a document may be executed upon due authorization
in the following manner: |
| (a) | by a director (or his alternate) and the Secretary; or |
| (b) | by a single director (or his alternate); or |
| (c) | by any other Person authorised by the directors; or |
| (d) | in any other manner permitted by the Law. |
Power to allow non-manual signatures and
facsimile printing of seal
| 25.5 | The directors may determine that either or both of the following applies: |
| (a) | that the seal or a duplicate seal need not be affixed manually but may be affixed by some other method
or system of reproduction; and/or |
| (b) | that a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature. |
Validity of execution
| 25.6 | If a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded
as invalid merely because, at the date of the delivery, the Secretary, or the director, or other Officer or Person who signed the document
or affixed the seal for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company. |
Release
| 26.1 | To the extent permitted by law, the Company may by Special Resolution release any existing or former director
(including alternate director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation
which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office;
but there may be no release from liability arising out of or in connection with that person's own dishonesty. |
Insurance
| 26.2 | To the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract
insuring each of the following persons against risks determined by the directors, other than liability arising out of that person's own
dishonesty: |
| (a) | an existing or former director (including alternate director), Secretary or other Officer or auditor of: |
| (ii) | a company which is or was a Subsidiary of the Company; |
| (iii) | a company in which the Company has or had an interest (whether direct or indirect); and |
| (b) | a trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred
to in Article 26.2(b) is or was interested. |
Form of notices
| 27.1 | Save where these Articles provide otherwise, any notice to be given to or by any Person pursuant to these
Articles shall be: |
| (a) | in writing signed by or on behalf of the giver in the manner set out below for written notices; |
| (b) | subject to Article 27.2, in an Electronic Record signed by or on
behalf of the giver by Electronic Signature and authenticated in accordance with Articles about authentication of Electronic Records;
or |
| (c) | where these Articles expressly permit, by the Company by means of a website. |
Electronic communications
| 27.2 | Without limitation to Articles 15.1 to 15.3
inclusive (relating to the appointment and removal of alternate directors), a notice may only be given to the Company in an Electronic
Record if: |
| (a) | the directors so resolve; |
| (b) | the resolution states how an Electronic Record may be given and, if applicable, specifies an email address
for the Company; and |
| (c) | the terms of that resolution are notified to the Members for the time being and, if applicable, to those
directors who were absent from the meeting at which the resolution was passed. |
If the resolution is revoked or varied,
the revocation or variation shall only become effective when its terms have been similarly notified.
| 27.3 | A notice may not be given by Electronic Record to a Person other than the Company unless the recipient
has notified the giver of an Electronic address to which notice may be sent. |
Persons authorised to give notices
| 27.4 | A notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company
or a Member by a director or the Secretary or a Member. Without limitation to the Articles about the power to allow non-manual signatures
and facsimile printing of the seal, the signature of a Person on a notice given by the Company may be written, printed or stamped. |
Delivery of written notices
| 27.5 | Save where these Articles provide otherwise, a notice in writing may be given personally to the recipient,
or left at (as appropriate) the Member's or director's registered address or the Company's registered office, or posted to that registered
address or registered office. |
Joint holders
| 27.6 | Where Members are joint holders of a Share, all notices shall be given to the Member whose name first
appears in the register of members. |
Signatures
| 27.7 | A written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in
such a way as to indicate its execution or adoption by the giver. |
| 27.8 | An Electronic Record may be signed by an Electronic Signature. |
Evidence of transmission
| 27.9 | A notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating
the time, date and content of the transmission, and if no notification of failure to transmit is received by the giver. |
| 27.10 | A notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing
the notice was properly addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient. |
Giving notice to a deceased or bankrupt Member
| 27.11 | A notice may be given by the Company to the Persons entitled to a Share in consequence of the death or
bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed
to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address,
if any, supplied for that purpose by the Persons claiming to be so entitled. |
| 27.12 | Until such an address has been supplied, a notice may be given in any manner in which it might have been
given if the death or bankruptcy had not occurred. |
Delivery of notices
| 27.13 | A notice shall be deemed to have been received by the intended recipient in accordance with the following
table. |
Method for giving notice |
When deemed to be received |
Personally |
At the time and date of delivery |
By leaving it at the Member's registered address |
At the time and date it was left |
If the recipient has an address within the Island, by posting it by prepaid post to the street or postal address of that recipient |
On the day after the day when it was posted |
If the recipient has an address outside the Island, by posting it by prepaid airmail to the street or postal address of that recipient |
On the third day after the day when it was posted
for an address within the United Kingdom, the Isle of Man, another Channel Island or Europe
On the fifth day after the day when it was posted
for any other international address
|
By Electronic Record (other than publication on a website), to recipient's Electronic address |
On the day after the day when it was sent |
Where these Articles expressly permit, by publication on a website (notice of general meetings and sending of accounts and reports) |
For notice of a general meeting of Members, at
the time and date that the recipient is deemed to have received notice of the publication
For accounts and reports specified in Article 21.4,
in accordance with Article 21.6
|
Saving provisions
| 27.14 | A Member present, either in person or by proxy, at any general meeting or at any meeting of the Members
holding any class of Shares shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it
was called. |
| 27.15 | Every Person who becomes entitled to a Share shall be bound by any notice in respect of that Share which,
before his name is entered in the register of members, has been duly given to a Person from which he derives his title. |
| 27.16 | None of the preceding notice provisions shall derogate from the Articles about the delivery of written
resolutions of directors and written resolutions of Members. |
| 28 | Authentication of Electronic Records |
Application of Articles
| 28.1 | Without limitation to any other provision of these Articles, any notice, written resolution or other document
under these Articles that is sent by Electronic means by a Member, or by the Secretary, or by a director or other Officer of the Company,
shall be deemed to be authentic if either Article 28.2 or Article 28.4
applies. |
Authentication of documents sent by Members
by Electronic means
| 28.2 | An Electronic Record of a notice, written resolution or other document sent by Electronic means by or
on behalf of one or more Members shall be deemed to be authentic if the following conditions are satisfied: |
| (a) | the Member or each Member, as the case may be, signed the original document, and for this purpose Original
Document includes several documents in like form signed by one or more of those Members; and |
| (b) | the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,
that Member to an address specified in accordance with these Articles for the purpose for which it was sent; and |
| (c) | Article 28.7 does not apply. |
| 28.3 | For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution,
or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall
be deemed to be the written resolution of that Member unless Article 28.7 applies. |
Authentication of document sent by the Secretary
or Officers by Electronic means
| 28.4 | An Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary
or an Officer or Officers of the Company shall be deemed to be authentic if the following conditions are satisfied: |
| (a) | the Secretary or the Officer or each Officer, as the case may be, signed the original document, and for
this purpose Original Document includes several documents in like form signed by the Secretary or one or more of those Officers;
and |
| (b) | the Electronic Record of the Original Document was sent by Electronic means by, or at the direction of,
the Secretary or that Officer to an address specified in accordance with these Articles for the purpose for which it was sent; and |
| (c) | Article 28.7 does not apply. |
This Article applies whether the document
is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.
| 28.5 | For example, where a sole director signs a resolution and scans the resolution, or causes it to be scanned,
as a PDF version which is attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall
be deemed to be the written resolution of that director unless Article 28.7 applies. |
Manner of signing
| 28.6 | For the purposes of these Articles about the authentication of Electronic Records, a document will be
taken to be signed if it is signed manually or in any other manner permitted by these Articles. |
Saving provision
| 28.7 | A notice, written resolution or other document under these Articles will not be deemed to be authentic
if the recipient, acting reasonably: |
| (a) | believes that the signature of the signatory has been altered after the signatory had signed the original
document; or |
| (b) | believes that the original document, or the Electronic Record of it, was altered, without the approval
of the signatory, after the signatory signed the original document; or |
| (c) | otherwise doubts the authenticity of the Electronic Record of the document, |
and the recipient promptly gives notice
to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity
of the Electronic Record in any way the sender thinks fit.
Distribution of assets in specie
| 29.1 | If the Company is wound up, the liquidator or the directors, as the case may be, may, subject to these
Articles and any other sanction required by the Law, do either or both of the following: |
| (a) | to divide in specie among the Members the whole or any part of the assets of the Company and, for that
purpose, to value any assets and to determine how the division shall be carried out as between the Members or different classes of Members; |
| (b) | to vest the whole or any part of the assets in trustees for the benefit of Members and those liable to
contribute to the winding up. |
| 29.2 | Notwithstanding anything herein to the contrary, if, as of the date of determining the holders of Shares
of the Company entitled to participate in a distribution of the remaining assets of the Company in connection with a liquidation, dissolution
or winding up contemplated by this Article 29, any C Ordinary Shares remain issued and outstanding,
then the holders of such C Ordinary Shares shall only be entitled to receive the par value of such Shares, unless the amount of the distribution
in connection with or following such liquidation, dissolution or winding up that would be payable in respect of the applicable Participating
Shares would cause a Triggering Event for such C Ordinary Share. To the extent that any remaining assets of the Company are to be distributed
to the holders of C Ordinary Shares pursuant to this Article 29.2, then
such amounts shall be distributed Ratably amongst the Participating Shares, such term to include for these purposes all A Ordinary Shares,
B Ordinary Shares and C Ordinary Shares then in issue (assuming that, notwithstanding anything to the contrary set forth in these Articles,
the C Ordinary Shares then outstanding are treated as Participating Shares to determine whether a Triggering Event has occurred with respect
to such Shares). Notwithstanding the foregoing, no payment shall be made to holders of C Ordinary Shares under this Article 29.2
to the extent Topco makes its payment in accordance with its obligation to do so under Section 2.7(i) of the BCA. |
No obligation to accept liability
| 29.3 | No Member shall be compelled to accept any assets if an obligation attaches to them. |
| 30.1 | The Company acknowledges that it is a party to the Exchange Agreement. Notwithstanding anything herein
to the contrary, upon an Exchange by any Member pursuant to and in accordance with the Exchange Agreement, the Company shall comply with
the applicable provisions of the Exchange Agreement, subject to the provisions of the Law. |
| 30.2 | Without limiting the generality of the foregoing Article 30.1,
if, in accordance with the Exchange Agreement, an Eligible Member Exchanges B Ordinary Shares held by such Eligible Member (together with
the surrender for cancellation of an equal number of Class B Topco Shares held by such Eligible Member) for the Exchange Payment, other
than through a Direct Exchange, then, on the applicable Exchange Date, and on the terms and subject to the conditions of the Exchange
Agreement: |
| (a) | the Eligible Member shall have its B Ordinary Shares being Exchanged redeemed by the Company; |
| (b) | the Company shall issue to Topco a number of A Ordinary Shares equal to the number of B Ordinary Shares
redeemed in accordance with Article 30.2(a) in consideration for the Exchange Payment; and |
| (c) | the Company shall (i) cancel the redeemed B Ordinary Shares Exchanged by the Eligible Member and (ii)
transfer to the Eligible Member the Exchange Payment. |
| 30.3 | If, in accordance with the Exchange Agreement, Topco consummates an Exchange by Direct Exchange, then,
on the applicable Exchange Date, and on the terms and subject to the conditions of the Exchange Agreement, the B Ordinary Shares transferred
to Topco pursuant to such Direct Exchange shall
automatically and without further action by any Person be converted into and re-designated as an equal number of A Ordinary Shares. |
| 30.4 | The holder of the B Ordinary Shares being redeemed and cancelled or converted and re-designated, as applicable,
pursuant to this Article 30 and the Exchange Agreement, shall be bound to deliver to the Company at the Office or such other place
specified in writing by the Company certificates for (or such other evidence (if any) as the Directors may reasonably require to prove
title to) those B Ordinary Shares which are to be redeemed and cancelled or converted and re-designated, as applicable. |
| 30.5 | Capitalized terms used but not defined in this Article 30 shall have the meanings ascribed to such
terms in the Exchange Agreement. |
v3.23.2
Cover
|
Jul. 10, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 10, 2023
|
Entity File Number |
001-39576
|
Entity Registrant Name |
Global
Business Travel Group, Inc.
|
Entity Central Index Key |
0001820872
|
Entity Tax Identification Number |
98-0598290
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
666 3rd Avenue
|
Entity Address, Address Line Two |
4th Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10017
|
City Area Code |
646
|
Local Phone Number |
344-1290
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Class A common stock, par value of $0.0001 per share
|
Trading Symbol |
GBTG
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Global Business Travel (NYSE:GBTG)
Historical Stock Chart
From Jul 2024 to Aug 2024
Global Business Travel (NYSE:GBTG)
Historical Stock Chart
From Aug 2023 to Aug 2024