|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
unless indicated otherwise when such General Meeting is convened. Persons with Meeting Rights that have not complied with this requirement may be refused entry to the General Meeting. When a General Meeting is convened the Management Board may stipulate not to apply the previous provisions of this Article 29.5 in respect of the exercise of Meeting Rights and/or voting rights attached to Class B shares at such General Meeting.
GENERAL MEETING - DECISION-MAKING
30.1 Each Class A share shall give the right to cast one vote at the General Meeting. Each Class B share shall give the right to cast ten votes at the General Meeting. Fractional shares of a certain class, if any, collectively constituting the nominal value of a share of that class shall be considered to be equivalent to such a share.
30.2 No vote may be cast at a General Meeting in respect of a share belonging to the Company or a Subsidiary or in respect of a share for which any of them holds the depository receipts. Usufructuaries and pledgees of shares belonging to the Company or its Subsidiaries are not, however, precluded from exercising their voting rights if the usufruct or pledge was created before the relevant share belonged to the Company or a Subsidiary. Neither the Company nor a Subsidiary may vote shares in respect of which it holds a usufruct or a pledge.
30.3 Unless a greater majority is required by law or by these articles of association, all resolutions of the General Meeting shall be passed by Simple Majority.
30.4 Invalid votes, blank votes and abstentions shall not be counted as votes cast. Shares in respect of which an invalid or blank vote has been cast and shares in respect of which an abstention has been made shall be taken into account when determining the part of the issued share capital that is represented at a General Meeting.
30.5 Where there is a tie in any vote of the General Meeting, the relevant resolution shall not have been passed.
30.6 The chairman of the General Meeting shall decide on the method of voting and the voting procedure at the General Meeting.
30.7 The determination during the General Meeting made by the chairman of that General Meeting with regard to the results of a vote shall be decisive. If the accuracy of the chairman's determination is contested immediately after it has been made, a new vote shall take place if the majority of the General Meeting so requires or, where the original vote did not take place by response to a roll call or in writing, if any party with voting rights who is present so requires. The legal consequences of the original vote shall lapse as a result of the new vote.
30.8 The Management Board shall keep a record of the resolutions passed. The record shall be available at the Company's office for inspection by Persons with Meeting Rights. Each of them shall, upon request, be provided with a copy of or extract from the record, at no more than the cost price.
30.9 The Managing Directors and Supervisory Directors shall, in that capacity, have an advisory vote at the General Meetings.
GENERAL MEETING - SPECIAL RESOLUTIONS
31.1 The following resolutions can only be passed by the General Meeting at the proposal of the Management Board, subject to the approval of the Supervisory Board:
a. the issue of shares or the granting of rights to subscribe for shares;
b. the limitation or exclusion of pre-emption rights;
c. the designation or granting of an authorisation as referred to in Articles 7.1, 8.5 and 11.2, respectively;
d. the reduction of the Company's issued share capital;
e. the making of a distribution from the Company's profits or reserves on the Class A shares or on the Class B shares;
f. the making of a distribution in the form of shares in the Company's capital or in the form of assets, instead of in cash;
g. the amendment of these articles of association;
h. the entering into of a merger or demerger;