VOTING PROXY
THE UNDERSIGNED
Name :
Address :
acting on behalf of (only to be completed if relevant)
Name :
Address :
(the "Shareholder").
DECLARES AS FOLLOWS
- The Shareholder hereby registers for the annual general meeting of shareholders of trivago N.V. to be held on June 28, 2024 (the "AGM") and, for purposes of being represented at the AGM, grants a power of attorney to Mr. P.C.S. van der Bijl, civil law notary and partner of NautaDutilh N.V., or any other civil law notary or candidate civil law notary working with NautaDutilh N.V. (each, a "Proxyholder").
- The scope of this power of attorney extends to the performance of the following acts on behalf of the Shareholder at the AGM:
- to exercise the voting rights of the Shareholder in accordance with paragraph 3 below; and
- to exercise any other right of the Shareholder which the Shareholder would be allowed to exercise at the AGM.
- This power of attorney shall be used by any Proxyholder to exercise the Shareholder's voting rights in the manner directed as set out below. If no choice is specified in respect of one or more agenda items, such Proxyholder shall vote "FOR" such agenda item(s) with all shares held by the Shareholder.
Agenda items | Number of | Number of | Number | |
shares for | shares | of shares | ||
against | abstain | |||
1. | Adoption of the annual accounts over the financial | |||
year 2023 | ||||
2. | Appointment of the external auditor for the | |||
financial year 2024 | ||||
3. | Release of the managing directors from liability for | |||
the exercise of their duties during the financial year | ||||
2023 | ||||
4. | Release of the supervisory directors from liability | |||
for the exercise of their duties during the financial | ||||
year 2023 | ||||
5. | Re-appointment of Joana Breidenbach as | |||
supervisory director for a period expiring at the end | ||||
of the annual general meeting to be held in the year | ||||
2027 | ||||
6. | Re-appointment of Robert J. Dzielak as supervisory | |||
director for a period expiring at the end of the | ||||
annual general meeting to be held in the year 2027 | ||||
7. | Re-appointment of Eric M. Hart as supervisory | |||
director for a period expiring at the end of the | ||||
annual general meeting to be held in the year 2027 | ||||
8. | Appointment of Hari Nair as supervisory director | |||
for a period expiring at the end of the annual general | ||||
meeting to be held in the year 2027 | ||||
9. | Appointment of Robin Harries as managing | |||
director for a period expiring at the end of the | ||||
annual general meeting to be held in the year 2028 | ||||
10. | Approval of supervisory board compensation | |||
11. | Approval of an amendment to the Company's 2016 | |||
Amended and Restated Omnibus Incentive Plan | ||||
12. | Authorization of the management board to acquire | |||
shares in the Company's capital | ||||
- This power of attorney is granted with full power of substitution.
- The relationship between the Shareholder and each Proxyholder under this power of attorney is governed exclusively by the laws of the Netherlands.
SIGN HERE
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trivago NV published this content on 23 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2024 12:15:04 UTC.