|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
6. Employment Matters
a) entering into, amending or terminating employment contracts with Founding Managing Directors, the CEO or the CFO;
b) entering into any collective bargaining agreements (Tarifverträge); and
a) initiating or settling material litigation in excess of EUR 1,000,000.
The Managing Directors shall in due course at least thirty (30) days before the end of each fiscal year of the Company prepare and submit to the Supervisory Board an annual business plan for the following fiscal year. The Annual Business Plan shall become effective upon the approval of the Supervisory Board and the Annual Business Plan may be amended by the Management Board by a quarterly plan with the consent of the Supervisory Board. The Annual Business Plan will address, in reasonable detail, any anticipated transactions of the type described in paragraph 1(a) above. The fiscal year of the Company shall be the calendar year.
If at the beginning of a fiscal year no new Annual Business Plan is in effect because the Supervisory Board did not approve the annual business plan submitted by the Managing Directors or the Managing Directors did not submit an annual business plan as and when required hereunder, the Annual Business Plan for the previous business year shall stay in effect until such time when the Supervisory Board approves a new annual business plan for the running fiscal year, provided that the target figures for revenue and adjusted EBITDA shall increase by 15% to the previous Annual Business Plan and expense items shall be adjusted accordingly.
Appendix B - Management Board tasks and duties permitted outside of Germany
In carrying out the tasks and duties necessary to manage the operations of the Company and its Subsidiaries in accordance with these rules, the Articles of Association, the Amended and Restated Shareholders' Agreement and applicable laws and regulations, each Managing Director shall comply with the following rules with respect to performing his tasks and duties, which are subject to an annual review and reassessment based on the business activity of the Company and amendment in accordance with the Amended and Restated Shareholders' Agreement:
1. Prohibition Of Performing Duties Outside Of Germany
Except as otherwise permitted in Section 2 and Section 3, in performing his tasks and duties relating to the business of the Company, no Managing Director shall:
a) participate in Board Meetings from outside of Germany, and shall otherwise abstain from such Board Meeting;
b) make decisions relating to the business of the Company from outside of Germany, unless in matters of extreme urgency;
c) execute legal and binding transactions with respect to the Company from outside of Germany, unless in matters of extreme urgency;
d) negotiate or promote agreements with respect to the Company from outside of Germany;
e) represent the Company vis-à-vis financial institutions, investors, or similar stakeholders at conferences, in meetings or calls from outside of Germany;
f) participate in investor earnings calls from outside of Germany; or
g) perform any other tasks and duties related to the business of the Company outside of Germany, unless (i) it can be reasonably assumed that such activities are not material for the business of the Company; and (ii) such activities do not fall into the categories listed in (a) through (f) above.