|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
Issuance of shares and preemptive rights
Under Dutch law, shares are issued and rights to subscribe for shares are granted pursuant to a resolution of the general meeting of shareholders. Our general meeting of shareholders may authorize our management board to issue new shares or grant rights to subscribe for shares. The authorization can be granted and extended, in each case for a period not exceeding five years. For as long as such authorization is effective, our general meeting of shareholders will not have the power to issue shares and rights to subscribe for shares unless the general meeting of shareholders decides otherwise in connection with the authorization. Our general meeting of shareholders has adopted a resolution pursuant to which our management board has been authorized to issue, subject to our supervisory board’s approval, Class A shares and Class B shares (or rights to subscribe for such shares) with effect from the date of our IPO for a period of five years from that date. This authorization will be revocable for so long as Expedia Group holds at least 5% of our shares.
Under Dutch law, in the event of an issuance of Class A shares or granting of rights to subscribe for Class A shares, each shareholder will have a pro rata preemptive right in proportion to the aggregate nominal value of the Class A and Class B shares held by such holder. A holder of Class A shares does not have a preemptive right with respect to the issuance of or granting of rights to subscribe for (i) Class A shares for consideration other than cash, or (ii) Class A shares to our employees or employees of one of our group companies or (iii) Class A shares to persons exercising a previously granted right to subscribe for such shares.
The preemptive rights in respect of newly issued Class A shares may be restricted or excluded by a resolution of the general meeting of shareholders. Our general meeting of shareholders has adopted a resolution pursuant to which our management board has been authorized to, subject to our supervisory board’s approval, limit or exclude the preemptive rights of holders of Class A shares and the holders of Class B shares with effect from the date of our IPO for a period of five years from that date. This authorization will be revocable for so long as Expedia Group holds at least 5% of our shares.
We also expect to request our shareholders, at each annual shareholders’ meeting held after this offering, to adopt a resolution further delegating the power to issue shares, to grant rights to subscribe for shares, and to limit or exclude preemptive rights to our management board for a period of five years following the date of each such annual meeting.
Pursuant to the Amended and Restated Shareholders’ Agreement, Expedia Group and the Founders agreed that resolutions relating to an increase of our share capital, including resolutions to limit or exclude preemptive rights of existing shareholders, require consent of at least one of the Founders; provided that, no such consent shall be required if there is no adverse effect to the Founders.
Form and transfer of shares
Our shares will be issued in registered form, provided that our management board may resolve that one or more shares are bearer shares, represented by physical share certificates. Currently, all of our Class A shares are bearer shares, represented by a global share certificate held in custody by Clearstream Bank Frankfurt. A register of shareholders will be maintained by us or by third parties upon our instruction. Transfer of record ownership of shares is effected by a written deed of transfer acknowledged by us, or by our transfer agent and registrar acting as our agent on our behalf, unless the property law aspects of such shares are governed by the laws of the state of New York as set out below.
If and when any of our Class A shares become listed on NASDAQ or on any other stock exchange operating in the United States of America, the laws of the State of New York shall apply to the property law aspects of the Class A shares reflected in the register administered by our transfer agent.
Repurchase of our shares
Under Dutch law, we may repurchase our own fully paid shares at any time for no consideration (om niet). Subject to certain exceptions specified by Dutch law, we only may acquire fully paid shares for consideration to the extent that (i) our shareholders’ equity, less the payment required to make the acquisition and certain amounts specified by Dutch law, does not fall below the sum of paid-in and called-up share capital and any statutory reserves, (ii) we and our subsidiaries would thereafter not hold shares or hold a pledge over our shares with an aggregate nominal value exceeding 50% of our issued share capital and (iii) the management board has been authorized by the general meeting of shareholders.
Authorization from the general meeting to acquire our shares must specify the number and class of shares that may be acquired, the manner in which shares may be acquired and the price range within which shares may be acquired. Such authorization will be valid for no more than 18 months.