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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
Entire Document
 


Simple Majority
More than half of the votes cast.
Subsidiary
A subsidiary of the Company within the meaning of Section 2:24a DCC, including:
a. an entity in whose general meeting the Company or one or more of its Subsidiaries can exercise, whether or not by virtue of an agreement with other parties with voting rights, individually or collectively, more than half of the voting rights; and
b. an entity of which the Company or one or more of its Subsidiaries are members or shareholders and can appoint or dismiss, whether or not by virtue of an agreement with other parties with voting rights, individually or collectively, more than half of the managing directors or of the supervisory directors, even if all parties with voting rights cast their votes.
Supervisory Board
The Company's supervisory board.
Website
The Company's website.
2.3 Terms that are defined in the singular have a corresponding meaning in the plural.
2.4 Words denoting a gender include each other gender.
2.5 Except as otherwise required by law, the terms "written" and "in writing" include the use of electronic means of communication.

COMPOSITION
Article 3
3.1 The Management Board consists of at least three Managing Directors, including the CEO and the CFO. No Managing Director shall be or become tax resident in the Netherlands without the prior explicit consent of the Supervisory Board.
3.2 The number of Managing Directors shall be kept consistent with the provisions of the Amended and Restated Shareholders' Agreement.
3.3 The Managing Directors shall be appointed, suspended and dismissed in accordance with the Articles of Association, the Amended and Restated Shareholders' Agreement and applicable law.
3.4 A person may be appointed as Managing Director for a maximum term of up to five years, provided that the term of office of a Managing Director may be extended to expire at the end of the annual General Meeting held in the fifth year following his most recent (re)appointment as a Managing Director. A Managing Director is expected to retire early in the event of inadequate functioning, structural incompatibility of interests, and in other instances in which this is deemed necessary by the Supervisory Board.
3.5 The Supervisory Board may elect a Managing Director to be the CEO and another Managing Director to be the CFO, subject to the terms of the Amended and Restated Shareholders' Agreement. The Supervisory Board may revoke the title of CEO or CFO, provided that the Managing Director concerned shall subsequently continue his term of office as a Managing Director without having the title of CEO or CFO, respectively, in each case subject to the terms of the Amended and Restated Shareholders' Agreement.
3.6 The Management Board should be composed such that the requisite expertise, background and skills are present, enabling the Managing Directors to carry out their duties properly. Each Managing Director should have the specific expertise required for the fulfilment of his duties.