EX-10.2





 Exhibit 10.2 

Mondelez Coffee HoldCo B.V. 

Wilhelminakanaal Zuid 110 
 4903 RA
Oosterhout 
 The Netherlands 
 30
May 2020 
 PRIVATE & CONFIDENTIAL 
 Acorn
Holdings B.V. 
 Oosterdoksstraat 80 
 1011 DK 

Amsterdam 
 The Netherlands 

Delta Charger HoldCo B.V. 
 Oosterdoksstraat 80 

1011 DK 
 Amsterdam 

The Netherlands 
 JDE Minority Holdings B.V. 

Oosterdoksstraat 80 
 1011 DK 

Amsterdam 
 The Netherlands 

Jacobs Douwe Egberts B.V. 
 Oosterdoksstraat 80 

1011 DK 
 Amsterdam 

The Netherlands 
 Dear Sirs, 

Transfer of Shares in Jacobs Douwe Egberts B.V. 
  

	1.	 We refer to the shareholders agreement relating to Jacobs Douwe Egberts B.V. (the “Company”),
by and among Mondelez Coffee HoldCo B.V. (“MDLZ”), Delta Charger HoldCo B.V. (“Delta Charger”) and JDE Minority Holdings B.V. (“JDE Minority”) and Jacob’s Douwe Egberts B.V. (the
“Company”) dated 7 May 2014 as amended, varied and restated (the “JDE SHA”). Terms defined in the JDE SHA shall have the same meanings in this letter unless otherwise specified. 



 

	2.	 We hereby notify Delta Charger and JDE Minority that, pursuant clause 15.3.1 of the JDE SHA, MDLZ intends to
transfer all of its Shares to MCH Sub B.V. (“MCH Sub”) in the coming days (the “Contribution”). MCH Sub is a wholly-owned subsidiary of MDLZ (and a wholly-owned, indirect subsidiary of Mondelēz International,
Inc.) and, accordingly, is a Shareholder Group Entity of MDLZ. 



  
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	3.	 As required by clause 15.3.1(b) of the JDE SHA, MCH Sub shall enter into a Deed of Adherence in the form set
out in schedule 8 to the JDE SHA before the Contribution occurs. The other parties to the JDE SHA shall also sign that Deed of Adherence. 



Waiver of Retransfer Requirement 
  

	4.	 We note that, as envisaged by the proposal for merger prepared by the management boards of MCH Sub, New Oak 2
B.V. (“New Oak 2”) and JDE Peet’s B.V. (“JDE Peet’s”) dated 25 February 2020, MCH Sub will merge into New Oak 2 shortly after the Contribution occurs with JDE Peet’s issuing new shares to MDLZ as
part of the merger (the “Merger”). 


  

	5.	 At the point at which the Merger becomes effective (the “Effective Time”), MCH Sub will cease
to exist and MDLZ will come to hold only 26.5% of the shares of JDE Peet’s. Accordingly, MCH Sub will cease to be a Shareholder Group Entity of MDLZ at the Effective Time. 



 

	6.	 The parties to the JDE SHA hereby agree that clause 15.3.1(c) of the JDE SHA will not apply to the Merger, such
that the obligation for MCH Sub to transfer all of its Shares back to MDLZ (or to another Shareholder Group Entity of MDLZ) prior to the Effective Time is hereby waived. 



Termination of JDE SHA 
  

	7.	 The parties to the JDE SHA (including MCH Sub) hereby agree that: 



 

	 	(a)	 the JDE SHA shall be terminated with effect from the Effective Time, in accordance with clause 20.1.1(a) of the
JDE SHA; and 


  

	 	(b)	 clauses 14.1, 14.2, 14.3, 22, 24 and 25 of the JDE SHA shall not constitute Surviving Provisions and,
accordingly, shall not remain in force or effect after the Effective Time (notwithstanding clause 20.2.2 of the JDE SHA). 


  

	8.	 From the Effective Time until the first settlement of the initial public offering of JDE Peet’s, Acorn
shall procure that each Group Company shall conduct itself in the ordinary course of business and in particular, except with the prior approval of MDLZ, not take any action which would be a Reserved Matter if the JDE SHA had not been terminated
pursuant to paragraph 7 above. 


  

	9.	 For the avoidance of doubt, the terms of the JDE SHA (including, in particular, the provisions relating to
Reserved Matters) shall continue to apply until the Effective Time. 


 Miscellaneous 

 

	10.	 The terms of this letter and the transactions contemplated hereunder shall constitute Confidential Information
(in respect of each Shareholder) for the purposes of clause 22 of the JDE SHA. 



  
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	11.	 Clauses 30 (Notice), 31 (Governing Law), 32 (Arbitration), 33 (Jurisdiction) and 34 (Counterparts) and schedule
14 (Interpretation) of the JDE SHA shall apply to this letter mutatis mutandis. 


 Please countersign a copy of this letter to
confirm your agreement to the terms set out in this letter. 
 [signature page to follow] 

  
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 Yours faithfully, 
  

							
	Signed:	 	 /s/ P.J. Merkus
	  	 /s/ M.F.J.M. van de Louw
	  	
				
		 	for and on behalf of	  	for and on behalf of	  	
		 	Mondelez Coffee Holdco B.V.	  	Mondelez Coffee Holdco B.V.	  	

 We hereby confirm our agreement to the terms set out in this letter: 

 

					
	  
	  	  
	  	  

			
	 /s/ K.C. Keller
	  	 /s/ L. Burgers
	  	 /s/ M.M. Broers

			
	 for and on behalf of
 Acorn Holdings
B.V.
	  	 for and on behalf of
 Delta Charger HoldCo
B.V.
	  	 for and on behalf of
 JDE Minority Holdings
B.V.

			
	  
	  		  	 /s/ P.J. Merkus

			
	 /s/ K.C. Keller
	  		  	 /s/ M.F.J.M. van de Louw

			
	 for and on behalf of
 Jacobs Douwe Egberts
B.V.
	  		  	 for and on behalf of
 MCH Sub
B.V.