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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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7.
 
Asap after completion of contributions
 
HoldCo to record the Company shares received from Expedia at fair market value in its German tax balance sheet.
 
HoldCo / MDs of HoldCo
 
For German tax purposes, the shares received from Expedia shall be recorded at fair market value (gemeiner Wert) in HoldCo’s German tax balance sheet in order not to transfer built-in gains into the German tax net
 
Noerr
 
 
 
 
 
 
 
 
 
8.
 
Asap after completion of contributions
 
HoldCo to record the Company shares received from the Founders at the acquisition costs of the Founders in its German tax balance sheet.
 
HoldCo / MDs of HoldCo
 
For German tax purposes, the shares received from the Founders shall be recorded at the respective acquisition costs (Buchwert) of the respective Founders in HoldCo’s German tax balance sheet in order to avoid a capital gain realizing event for the German Founders (Sec 21 (1) sentence 2 RTA in connection with Sec 21 (2) sentence 1 RTA
 
Noerr
 
 
 
 
 
 
 
 
 
9.
 
Asap after completion of contributions, but no later than upon the submission of the tax balance sheet of HoldCo for the calendar year in which the share-for-share exchange was completed
 
Exercise tax election right pursuant to Sec 21 (1) RTA
 
HoldCo / MDs of HoldCo
 
HoldCo will explicitly exercise its tax election right pursuant to Sec 21 (1) RTA as follows:
 
•    elect to record the Company shares received from Founders at the acquisition costs (Buchwert) of the respective Founder;
 
•    elect to record the Company shares received from ELPS at the fair market value (gemeiner Wert) of these shares.
 
Ideally, the election right is exercised asap after the completion of the share-for-share exchange.
 
The German tax balance sheet of HoldCo, which will be filed together with the corporate income tax return for the calendar year in which the share-for-share exchange was completed, has to show the contributed Company shares at the aforementioned values. The tax election right has to be exercised no later than upon the submission of this tax balance sheet
 
Noerr
 
 
 
(3)