Trivago N : Proposed Revised Articles of Association (English)

Post-amendment

1

This is a translation into English of the official Dutch version of the articles of association of a public company with limited liability under Dutch law. Definitions included in Article 1 below appear in the English alphabetical order, but will appear in the Dutch alphabetical order in the official Dutch version. In the event of a conflict between the English and Dutch texts, the Dutch text shall prevail.

ARTICLES OF ASSOCIATION OF

TRIVAGO N.V.

DEFINITIONS AND INTERPRETATION

Article 1

1.1 In these articles of association the following definitions shall apply:

Article	An article of these articles of association.
CEO	The Company's chief executive officer.
CFO	The Company's chief financial officer.
Chairman	The chairman of the Supervisory Board.
Class A share	A class A share in the Company's capital.
Class B share	A class B share in the Company's capital.
Class Meeting	The meeting of holders of shares of a certain class.
Company	The company to which these articles of association pertain.
DCC	The Dutch Civil Code.
General Meeting	The Company's general meeting of shareholders.
Group Company	An entity or partnership which is organisationally
	connected with the Company in an economic unit within the
	meaning of Section 2:24b DCC.
Indemnified Officer	A current or former Managing Director or Supervisory
	Director and such other current or former officer or
	employee of the Company or its Group Companies as
	designated by the Management Board.
Management Board	The Company's management board.
Management Board Rules	The internal rules applicable to the Management Board.
Managing Director	A member of the Management Board.
Meeting Rights	With respect to the Company, the rights attributed by law
	to the holders of depository receipts issued for shares with
	a company's cooperation, including the right to attend and
	address a General Meeting.
Person with Meeting Rights	A shareholder, a usufructuary or pledgee with voting rights
	or a holder of depository receipts for shares issued with the
	Company's cooperation.
Registration Date	The date of registration for a General Meeting as provided
	by law.
Simple Majority	More than half of the votes cast.

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Subsidiary	A subsidiary of the Company within the meaning of Section
	2:24a DCC, including:
	a.	an entity in whose general meeting the Company or
		one or more of its Subsidiaries can exercise,
		whether or not by virtue of an agreement with other
		parties with voting rights, individually or
		collectively, more than half of the voting rights;
		and
	b.	an entity of which the Company or one or more of
		its Subsidiaries are members or shareholders and
		can appoint or dismiss, whether or not by virtue of
		an agreement with other parties with voting rights,
		individually or collectively, more than half of the
		managing directors or of the supervisory directors,
		even if all parties with voting rights cast their votes.
Supervisory Board	The Company's supervisory board.
Supervisory Board Rules	The internal rules applicable to the Supervisory Board.
Supervisory Director	A member of the Supervisory Board.

1. Unless the context requires otherwise, references to "shares" or "shareholders" without further specification are to any class of shares or to the holders thereof, respectively.
2. References to statutory provisions are to those provisions as they are in force from time to time.
3. Terms that are defined in the singular have a corresponding meaning in the plural.
4. Words denoting a gender include each other gender.
5. Except as otherwise required by law, the terms "written" and "in writing" include the use of electronic means of communication.

NAME AND SEAT

Article 2

1. The Company's name is trivago N.V.
2. The Company has its corporate seat in Amsterdam.
   OBJECTS Article 3
   The Company's objects are:

1. to participate in, to finance, to collaborate with, to conduct the management or supervision of and to hold any other interest in other entities, companies, partnerships and businesses;
2. to provide advice and services of whatever nature;
3. to invest and divest funds;
4. to acquire, administer, exploit, invest, encumber and dispose of assets and liabilities;
5. to furnish guarantees, to provide security, to warrant performance in any other way and to assume liability, whether jointly and severally or otherwise, in respect of obligations of Group Companies or other parties; and
6. to do anything which, in the widest sense, is connected with or may be conducive to the objects

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described above.

SHARES - AUTHORISED SHARE CAPITAL AND DEPOSITORY RECEIPTS Article 4

1. The Company's authorised share capital amounts to two hundred and thirty-four million euro (EUR 234,000,000).
2. The authorised share capital is divided into:
3. 1. seven hundred million (700,000,000) Class A shares, each having a nominal value of six eurocents (EUR 0.06); and
   2. three hundred and twenty million (320,000,000) Class B shares, each having a nominal value of sixty eurocents (EUR 0.60).
4. Upon the conversion of one or more Class B shares into Class A shares in the ratio described in Article 6.1, the authorised share capital set out in Article 4.2 shall decrease with the number of Class B shares so converted and shall increase with the number of Class A shares into which such Class B shares are converted.
5. The Management Board may resolve that one or more shares are divided into such number of fractional shares as may be determined by the Management Board, subject to the approval of the Supervisory Board. Unless specified differently, the provisions of these articles of association concerning shares and shareholders apply mutatis mutandis to fractional shares and the holders thereof, respectively.
6. The Company may cooperate with the issue of depository receipts for shares in its capital, provided that resolutions of the Management Board to provide such cooperation shall be subject

to the approval of the Supervisory Board.

SHARES - FORM OF SHARES AND SHARE REGISTER

Article 5

1. All shares are registered shares, provided that the Management Board, subject to the approval of the Supervisory Board, may resolve that one or more shares are bearer shares, represented by physical share certificates.
2. The Management Board is not required to comply with a request made by a shareholder to convert one or more of his registered shares into bearer shares or vice versa. If the Management Board resolves to grant such a request, the shareholder concerned shall be charged for the costs of such conversion.
3. Registered shares shall be numbered consecutively, starting from 1 for each class of shares.
4. The Management Board shall keep a register setting out the names and addresses of all holders of registered shares and all holders of a usufruct or pledge in respect of such shares. The register shall also set out any other particulars that must be included in the register pursuant to applicable law. Part of the register may be kept outside the Netherlands to comply with applicable local law or pursuant to stock exchange rules.
5. Shareholders, usufructuaries and pledgees whose particulars must be set out in the register shall provide the Management Board with the necessary particulars in a timely fashion. Any consequences of not, or incorrectly, notifying such particulars shall be borne by the party concerned.

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1. All notifications may be sent to shareholders, usufructuaries and pledgees whose particulars must be set out in the register at their respective addresses as set out in the register.
2. If the Management Board, subject to the approval of the Supervisory Board, has resolved that one or more shares are bearer shares, share certificates shall be issued for such bearer shares in such form as the Management Board may determine. Share certificates may represent one or more bearer shares. Each share certificate shall be signed by or on behalf of a Managing Director.
3. The holder of evidence of a bearer share may request the Company to provide him with a duplicate for a missing share certificate. The Company shall only provide such duplicate:
4. 1. if the party making the request can demonstrate, to the satisfaction of the Management Board, that such party is indeed entitled to receive such duplicate; and
   2. if a period of four weeks has elapsed after having published the request on the Company's website, without any objection to such request having been received by the Company within that period.
5. If an objection as referred to in Article 5.8 paragraph b. has been received by the Company in a timely fashion, the Company shall only provide the duplicate to the party who requested such duplicate after having been provided with a copy of a binding advice or court order to provide such duplicate, without the Company being required to investigate the competence of the relevant arbitrators or court, as the case may be, or the validity of such binding advice or judgment, as the case may be.
6. Upon a duplicate of a share certificate for a bearer share having been provided by the Company, such duplicate shall replace the original share certificate and no rights can be derived any longer from the share certificate thus replaced.

SHARES - CONVERSION

Article 6

1. Each Class B share can be converted into ten Class A shares subject to the provisions of this Article 6. Class A shares cannot be converted into Class B shares.
2. Each holder of one or more Class B shares may request the conversion of all or part of his Class B shares into Class A shares in the ratio set out in Article 6.1 by means of a written request addressed to the Management Board. Such a request must be duly signed by an authorised representative of the relevant holder of Class B shares and must include:
3. 1. a specification of the number of Class B shares to which the request pertains;
   2. representations by the holder of Class B shares concerned that:
   3. 1. the Class B shares to which the request pertains are not encumbered with any usufruct, pledge or other encumbrance;
      2. no depository receipts or other derivative financial instruments have been issued for the Class B shares to which the request pertains; and
      3. the holder of Class B shares concerned has full power to dispose over its assets and is authorised to perform the acts described in Article 6.3;
   4. an irrevocable undertaking in favour of the Company by the holder of Class B shares concerned:

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1. 1. 1. to take no action (and not to omit taking any action) which would render the representations referred to in paragraph b. above untrue or incorrect upon the performance of the acts described in Article 6.3; and
      2. to indemnify the Company and hold the Company harmless against any financial losses or damages incurred by the Company and any expense reasonably paid or incurred by the Company in connection with any threatened, pending or completed suit, claim, action or legal proceedings of a civil, criminal, administrative or other nature, formal or informal, in which the Company becomes involved as a result of the conversion so requested, in each case to the extent permitted by applicable law and except to the extent that a competent court or arbitral tribunal has established that such financial losses, damages, expenses, suit, claim, action or legal proceedings arose or were initiated as a result of actions or omissions by the Company which are considered to constitute malice, gross negligence or intentional recklessness attributable to the Company; and
   2. an irrevocable and unconditional power of attorney granted by the relevant holder of Class B shares to the Company, with full power of substitution and governed by Dutch law, to perform the acts described in Article 6.3 on behalf of such holder of Class B shares.
2. Subject to Article 6.4, upon receipt of a request referred to in Article 6.2:
3. 1. the Management Board shall resolve to convert the number of Class B shares specified in the request into Class A shares in the ratio set out in Article 6.1, effective immediately; and
   2. promptly following the conversion referred to in paragraph a. above, the shareholder who made such request shall transfer nine out of every ten Class A shares into which his Class B shares were converted pursuant to the resolution referred to in paragraph a. above to the Company for no consideration and the Company shall accept such Class A shares.
4. Neither the Management Board nor the Company is required to effect a conversion of Class B shares:
5. 1. if the request referred to in Article 6.2 does not comply with the specifications and requirements set out in Article 6.2 or if the Management Board reasonably believes that the information included in such request is untrue or incorrect; or
   2. to the extent that the Company would not be permitted under applicable law to acquire the relevant number of Class A shares as described in Article 6.3 paragraph b. in

connection with such conversion.

SHARES - ISSUE

Article 7

7.1 Shares can be issued pursuant to a resolution of the General Meeting or of another body authorised by the General Meeting for this purpose for a specified period not exceeding five years. When granting such authorisation, the number of shares that may be issued must be

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