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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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3.1    Subject to Article 3.2 of this Merger Plan, at the Legal Effective Time, for each A-share (A-Geschäftsanteil) in the Disappearing Company's capital, 8,510.66824 Class B Shares and for each B-share (B-Geschäftsanteil) in the Disappearing Company's capital, 8.51066824 Class B Shares shall be allotted to the shareholders of the Disappearing Company pursuant to the Merger (i.e., an exchange ratio of 1 : 8,510.66824 for A-shares (A-Geschäftsanteile) and an exchange ratio of 1 : 8.51066824 for B-shares (B-Geschäftsanteile)) (the "Exchange Ratios"). The total number of Class B Shares to be allotted to each shareholder of the Disappearing Company shall be rounded to the nearest whole number, with fractions equaling or exceeding 0.5 being rounded up and fractions below 0.5 being rounded down, in each case without compensation in cash or receivables in respect of such rounding differences.
3.2    No Class B Shares shall be allotted pursuant to the Merger as compensation for shares in the Disappearing Company's capital held by, or for the account of, either of the Merging Companies. The Merging Companies do not expect, and shall take no action to cause, B-shares (B-Geschäftsanteile) in the Disappearing Company's capital to be held by any party other than by the Surviving Company at the Legal Effective Time, so that no Class B Shares shall be allotted pursuant to the Merger as compensation for B-shares (B-Geschäftsanteile) in the Disappearing Company's capital.
3.3    At the time of the execution of this Merger Plan, (i) no shares in the capital of the Disappearing Company are held by third parties for the account of either of the Merging Companies and (ii) the Disappearing Company does not hold any shares in its own capital or in the Surviving Company's capital.
3.4    The allotment of Class B Shares to the shareholders of the Disappearing Company pursuant to the Merger (the "Capital Increase") shall lead, by operation of Dutch law, to an increase of the Surviving Company's issued share capital at the Legal Effective Time. The Capital Increase shall be recorded in the Surviving Company's shareholders' register and with the Dutch trade register promptly following the Legal Effective Time.
3.5    Each of the Class B Shares to be allotted to the shareholders of the Disappearing Company at the Legal Effective Time pursuant to the Merger shall carry the right to (i) participate in the Surviving Company's profits (irrespective of whether such profits were generated prior to or after the Legal Effective Time) in accordance with the Surviving Company's articles of association (the "NV Articles") and (ii) receive profit distributions declared by the Surviving Company which are payable upon or after the Legal Effective Time.
3.6       No cash contributions (bare Zuzahlungen) within the meaning of § 122c para. 2 no. 2 UmwG will be made.
Article 4 
Expected effects of the  
Merger on employment