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SEC Filings

F-3
TRIVAGO N.V. filed this Form F-3 on 04/05/2018
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ii. Company materials for such 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 meetings be approved by the Management Board in Germany; and
iv. the outcome of such meetings is subsequently discussed and in case of key items approved or disapproved by the Management Board in Germany,
c) participate in meetings with the Company's shareholder Expedia and other substantial shareholders of the Company, provided that:
i. Company materials for such meetings or negotiations be prepared in Germany or by external adviser;
ii. Company materials for such meetings or negotiations 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 negotiations or key meetings be approved by the Management Board in Germany;
iv. such meetings or negotiations are held at external conference facilities, not at Expedia's or other shareholder offices; and
v. the outcome of such meetings or negotiations is subsequently discussed and in case of key items approved or disapproved by the Management Board in Germany,
(in each case, a "Permitted Activity").

b) TRAVEL RESTRICTIONS
a) With respect to the Permitted Activities above, the following travel restrictions need to be strictly observed by each of Axel Hefer and Rolf Schrömgens:
i. With respect to Axel Hefer: (A) no more than five (5) business trips per any six (6) month period to the United States, (B) no more than four (4) business trips per any six (6) month period to countries outside of the United States, (C) no more than fifteen (15) Travel Days per any calendar quarter, and (D) no more than five (5) business days at a time; and
ii. with respect to Rolf Schrömgens: no more than five (5) business days per any calendar quarter.
b) Besides the travelling restrictions under paragraph (a) above, business trips of all other Managing Directors are limited to five (5) business days per calendar year.
c) The Managing Directors will use their reasonable best efforts to ensure that, at any time, at least three (3) Managing Directors are physically present in Germany.
c) EXCEPTION
In the exceptional circumstance that the situation requires immediate decisions outside of Germany to avoid any material damages for the Company and limitations set forth under Section 2(B) as well as the catalog of Permitted Actions does not cover the required action, the chairman of the Supervisory Board may authorize or approve such action.

3. GENERAL MEETING
Notwithstanding Section 1, each Managing Director shall be permitted to travel to the Netherlands, but exclusively for the purpose of attending the Company's general meeting of shareholders and perform such tasks and duties relating to such general meeting as may be required.