Exhibit (d)(12)
CONFIDENTIAL
Global Business Travel Group, Inc.
GBT JerseyCo Limited
666 Third Avenue
New York New York 10017
November 17, 2022
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 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 desire to clarify the definition of “Juweel Permitted Transferees” in the Shareholders Agreement by adding the bolded language below to the Shareholders Agreement as if it were included in the original Shareholders Agreement.
“Juweel Permitted Transferees” shall mean any Juweel Entity wholly owned by Juweel, whether directly or indirectly, any Juweel Investor and any Juweel Investors Permitted Transferee.
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 clarified by this Letter, which is being entered into to memorialize the intent of the parties hereto.
Except as specifically provided for in this Letter, no clarifications, changes, amendments, or other modifications have been made on or prior to the date hereof or 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 Bock |
| | | Name: Eric Bock |
| | | Title: Chief Legal Officer and Global |
| | | Head of Mergers and Acquisitions |
| | GBT JERSEYCO LIMITED |
| | |
| | By: | /s/ Eric Bock |
| | | Name: Eric Bock |
| | | Title: Chief Legal Officer and Global |
| | | Head of Mergers and Acquisitions |
[Signature Page to Letter – Shareholders Agreement]
| | AMERICAN EXPRESS TRAVEL HOLDINGS NETHERLANDS COÖPERATIEF U.A. |
| | |
| | By: | /s/ Gregory Hybl |
| | | Name: Gregory Hybl |
| | | Title: SVP, Strategic Partnerships |
[Signature Page to Letter – Shareholders Agreement]
| | JUWEEL INVESTORS (SPC) LIMITED |
| | |
| | By: | /s/ Henry Briance |
| | | Name: Henry Briance |
| | | Title: Authorized Signatory |
[Signature Page to Letter – Shareholders Agreement]
| | EG CORPORATE TRAVEL HOLDINGS LLC |
| | |
| | By: | /s/ Harshit Vaish |
| | | Name: Harshit Vaish |
| | | Title: Senior Vice President, Corporate |
| | | Development & Strategy |
[Signature Page to Letter – Shareholders Agreement]
