|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
h) entering into any transaction with any affiliate or shareholder of the Company which is outside the ordinary course of business and not at arms' length terms;
4. Transactions related to Share Capital
a) issuing shares in the capital of the Company or any Subsidiary (including phantom stock and profit participation rights) or granting options (including phantom options) or subscription rights for shares of the Company or any Subsidiary, except pursuant to the Incentive Plan;
b) share repurchases by the Company or any Subsidiary (other than in connection with conversion of Class B shares into Class A shares);
c) amendments, modifications or waivers to, or the exercise of any rights under, any stock option, phantom option or similar program of the Company or any Subsidiary, except to the extent provided in the Incentive Plan;
5. Tax & Accounting Matters
a) making changes to regulatory or tax status or classification of the Company or any Subsidiary;
b) change of material accounting standards not required by applicable law or Dutch or U.S. GAAP policy;
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