|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
In the annual general meeting of June 9, 2017, our general meeting of shareholders has adopted a resolution giving our management board the authority, which may only be exercised with the approval of our supervisory board, to repurchase shares (or depository receipts for shares, including ADSs) up to 10% of our issued share capital (determined as at the close of business on the date of the annual general meeting) for a period of 18 months following the date of the annual general meeting, for a price per share or depository receipt (including ADSs) which is higher than nil and does not to exceed 110% of the average market price of the ADS(s) on NASDAQ (such average market price being the average of the closing prices on each of the five consecutive trading days preceding the date the acquisition is agreed upon by the company). We expect that a similar resolution will be presented to our shareholders for approval at each annual meeting of shareholders held after completion of this offering.
No votes may be cast by us or our subsidiaries, as applicable, at a general meeting of shareholders on the shares held by us or our subsidiaries, unless explicitly permitted by Dutch law. None of our issued shares is held by us or any of our subsidiaries.
At a general meeting, our shareholders may resolve to reduce our issued share capital by (i) canceling shares or (ii) reducing the nominal value of the shares by virtue of an amendment to our articles of association. In either case, this reduction would be subject to applicable statutory provisions and must be proposed by our management board and approved by our supervisory board. A resolution to cancel shares may only relate to shares held by the company itself or in respect of which the company holds the depository receipts.
A reduction of the nominal value of shares without repayment and without release from the obligation to pay up the shares must be effectuated proportionally on shares of the same class (unless all shareholders concerned agree to a disproportional reduction). A resolution that would result in a reduction of capital requires approval of the meeting of each group of holders of shares of the same class whose rights are prejudiced by the reduction. In addition, a reduction of capital involves a two-month waiting period during which creditors have the right to object to a reduction of capital under specified circumstances.
A resolution to reduce our share capital requires the approval of at least an absolute majority of the votes cast or, if less than 50% of our issued share capital is represented at the meeting at which a vote on a resolution to reduce our share capital is taken, the approval of at least two-thirds of the votes cast. Pursuant to the Amended and Restated Shareholders’ Agreement, Expedia Group and the Founders agreed that a resolution to decrease our share capital also requires 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.
Amendment of articles of association
The general meeting of shareholders may resolve to amend the articles of association, upon a proposal by our management board that has been approved by our supervisory board. A resolution by the general meeting of shareholders to amend the articles of association requires a simple majority of the votes cast. Pursuant to the Amended and Restated Shareholders’ Agreement, Expedia Group and the Founders agreed that amendments of the articles of association that adversely affect the Founders require consent of at least one of the Founders.
Company’s shareholders’ register
Subject to Dutch law and the articles of association, we must keep our shareholders’ register accurate and up-to-date. The management board keeps our shareholders’ register and records names and addresses of all holders of registered shares, showing the date on which those shares were acquired, the date of the acknowledgement by or notification of us as well as the amount paid on each such share. The register also includes the names and addresses of those with a right of use and usufruct (vruchtgebruik) in shares belonging to another or a pledge in respect of such shares. The Class A shares offered to be offered pursuant to this prospectus will be held by our depositary.
Limitation on liability and indemnification matters
Under Dutch law, management board and supervisory board members may be held liable for damages in the event of improper or negligent performance of their duties. They may be held jointly and severally liable for damages to the company for infringement of the articles of association or of certain provisions of the Dutch Civil Code (Burgerlijk Wetboek). In certain circumstances, they may also incur additional specific civil and criminal liabilities. Management board and supervisory board members are insured under an insurance policy taken out by us against damages resulting from their conduct when acting in the capacities as such management board or supervisory board member, as