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SEC Filings

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


Exhibit 2.4(ii)
Execution Version

MANAGEMENT BOARD RULES
TRIVAGO N.V.

INTRODUCTION
Article 1
1.1 These rules govern the organisation, decision-making and other internal matters of the Management Board. In performing their duties, the Managing Directors shall act in compliance with these rules and the Amended and Restated Shareholders' Agreement.
1.2 These rules are complementary to, and subject to, the Articles of Association, the Amended and Restated Shareholders' Agreement and applicable laws and regulations.
1.3 These rules shall be posted on the Website.

DEFINITIONS AND INTERPRETATION
Article 2
2.1 In these rules the following definitions shall apply:
Amended and Restated Shareholders' Agreement
The Amended and Restated Shareholders' Agreement among the Company and certain of its shareholders, dated December 15, 2016, as amended, supplemented or otherwise modified from time to time.
Annual Business Plan
The Company's annual business plan prepared by the Management Board and approved by the Supervisory Board.
Appendix
An appendix to these rules.
Article
An article of these rules.
Articles of Association
The Company's articles of association.
Audit Committee
The audit committee established by the Supervisory Board.
Board Meeting
A meeting of the Management Board.
CEO
The Company's chief executive officer.
CFO
The Company's chief financial officer.
Class A share
A class A share in the Company's capital.
Class B share
A class B share in the Company's capital.
Company
trivago N.V.
Conflict of Interests
A direct or indirect personal interest of a Managing Director which conflicts with the interests of the Company and of the business connected with it.
Founding Managing Director
Any of Messrs. Rolf Schrömgens, Malte Siewert or Peter Vinnemeier.
General Meeting
The Company's general meeting of shareholders.