Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) On April 22, 2021, William P. Foley II resigned as a member of the board of
directors (the "Board") of Austerlitz Acquisition Corporation II (the
"Company"). Mr. Foley resigned to reduce the overall number of public company
boards on which he serves. Mr. Foley's resignation was not due to any
disagreement with the Company or any matter relating to the Company's
operations, policies or practices. Following his resignation, Mr. Foley will
continue to be engaged with the Company in a consulting capacity pursuant to
which he will, among other things, continue to advise on the Company's strategic
initiatives, including with respect to prospective acquisition targets.
(b) On April 22, 2021, the Board elected Frank P. Willey as a member of the
Board to fill the vacancy created by Mr. Foley's departure. In connection with
his appointment, Mr. Willey will enter into an indemnity agreement on
substantially the same terms as the form thereof previously entered into by and
between the Company and each of its other directors in connection with the
Company's initial public offering. In addition, Mr. Willey will receive 25,000
shares of the Company's Class B ordinary shares and 25,000 shares of the
Company's Class C ordinary shares from the Company's sponsor, Austerlitz
Acquisition Sponsor, LP II ("Sponsor"). Mr. Willey has agreed to become a party
to that certain letter agreement, dated March 2, 2021, by and between the
Company and Sponsor (the "Letter Agreement") and will enter into a joinder to
the Letter Agreement. The director indemnification agreement and the Letter
Agreement were each described in, and the forms of which were filed as exhibits
to, the Company's registration statement relating to the Company's initial
public offering (File No. 333-252933). There are no arrangements or
understandings between Mr. Willey and any other persons pursuant to which he was
selected as a director. There are no transactions involving Mr. Willey requiring
disclosure under Item 404(a) of Regulation S-K.
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AUSTERLITZ ACQUISITION CORPORATION II 
