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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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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.
(in each case, a "Prohibited Activity").

2. Duties Permitted Outside Of Germany

a) PERMITTED ACTIVITIES
Notwithstanding Section 1, and subject to full compliance with the travel restrictions under B. below, Axel Hefer and Rolf Schrömgens shall be permitted to undertake outside of Germany the following tasks and duties relating to the business of the Company:
a) participate in key investor conferences, subsidiary conferences or meetings relating to the foregoing for investor relations, marketing, promotion or similar purposes, provided that:
i. Company materials for such conferences or meetings be prepared in Germany or by external advisers;
ii. Company materials for such conferences or meetings be approved by the Management Board in Germany, except where such material does not require the attendance of the Management Board with respect to Article 4.2;
iii. participation in key conferences be approved by the Management Board in Germany;
iv. such conferences are held at changing locations; and
v. the outcome of such conferences is subsequently discussed and approved or disapproved by the Management Board in Germany,
b) participate in meetings with research analysts for investor relations, marketing, promotion or similar purposes, provided that:
i. Company materials for such meetings be prepared in Germany or by external adviser;