SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT (as amended, supplemented or restated from time to time, this Agreement) is entered into as of
16 January 2020, by and among: (i) Global Blue Holding LP, an exempted limited partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland
House, Grand Cayman, KY1-1104, Cayman Islands and registered in the Cayman Islands General Registry under number 95120 (the PG Shareholder), (ii) SL Globetrotter LP, an exempted limited
partnership formed under the laws of the Cayman Islands, having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and
registered in the Cayman Islands General Registry (the SL Shareholder and, together with the PG Shareholder, each a SL/PG Shareholder and together the SL/PG Shareholders), (iii) Far Point
LLC, a Delaware limited liability company, having its registered office at c/o Third Point LLC, 390 Park Avenue, New York, NY, USA, 10022 (the Far Point Shareholder), (iv) Third Point Offshore Master Fund L.P., an exempted
limited partnership formed under the laws of the Cayman Islands (TP Offshore), Third Point Ultra Master Fund L.P., an exempted limited partnership formed under the laws of the Cayman Islands (TP Ultra), Third
Point Partners Qualified L.P., a Delaware limited partnership (TP Qualified), Third Point Partners L.P., a Delaware limited partnership (TP Partners), Third Point Enhanced L.P., an exempted limited partnership
formed under the laws of the Cayman Islands (TP Enhanced), Third Point Ventures LLC, a Delaware limited liability company (TP Ventures) and Cloudbreak Aggregator LP, an exempted limited partnership formed under the laws of
the Cayman Islands (the Backstop Subscriber), each having its registered office at c/o Third Point LLC, 390 Park Avenue, New York, NY, USA, 10022 (TP Offshore, TP Ultra, TP Qualified, TP Partners, TP Enhanced and the Backstop
Subscriber each a Third Point Shareholder and collectively, the Third Point Shareholders, and together with the SL/PG Shareholders and the Far Point Shareholder, the Institutional
Shareholders) and (v) the several Persons (as defined below) whose names and addresses are set out in each of his/her respective Joinder Agreements hereto (each a Manager and, together, the
Managers, and together with the Institutional Shareholders, the Shareholders).
RECITALS
WHEREAS, following the closing (the Closing) of a merger agreement (Merger
Agreement) by and among, inter alia, Global Blue Group Holding AG (the Company) and the Seller Parties (as defined therein), entered into on or around the date hereof, the Company will own the business known as
Global Blue and certain Company Securities (as defined below) will be listed on the New York Stock Exchange (the Exchange). Following Closing, each of the Shareholders will own certain Company Securities.
WHEREAS, the relationship agreement (as may be amended, restated, supplemented and/or otherwise modified from time to time, the
Relationship Agreement), by and among the Institutional Shareholders and the Company, entered into on or around the date hereof, governs the Companys relationship with respect to each Institutional Shareholder.
WHEREAS, the parties have agreed to enter into this Agreement to regulate the relationship between the Shareholders with respect to
each other, in connection with the Company.
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