AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 14th, 2018 • Belmond Ltd. • Hotels & motels • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2018, is entered into by and among LVMH Moët Hennessy - Louis Vuitton SE, a corporation organized under the laws of France (“Parent”), Palladio Overseas Holding Limited, a company organized under the laws of England and Wales and an indirect, wholly-owned subsidiary of Parent (“Holding”), Fenice Ltd., an exempted company organized under the laws of Bermuda and a wholly-owned subsidiary of Holding (“Merger Sub”), and Belmond Ltd., an exempted company incorporated in Bermuda (the “Company”).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2018 • Belmond Ltd. • Hotels & motels • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of December 13, 2018, by and between LVMH Moët Hennessy - Louis Vuitton SE, a corporation organized under the laws of France (“Parent”), and Belmond Holdings 1 Ltd., a Bermuda exempted company (the “Class B Shareholder”) and a wholly-owned subsidiary of Belmond Ltd., a Bermuda exempted company (the “Company”).
AMENDMENT NO. 3 TORights Agreement • December 14th, 2018 • Belmond Ltd. • Hotels & motels • New York
THIS AMENDMENT No. 3 (this “Amendment No. 3”), dated as of December 13, 2018, amends the Rights Agreement, dated as of June 1, 2000, as amended and restated as of April 12, 2007, as further amended by Amendment No. 1 thereto, dated as of December 10, 2007, and as further amended by Amendment No. 2 thereto, dated as of May 27, 2010 (as so amended, the “Rights Agreement”), between Belmond Ltd. (previously known as Orient-Express Hotels Ltd.), an exempted company incorporated in Bermuda (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Rights Agreement.
