trivago N.V. American Depositary Shares representing Class A shares, with a nominal value of €0.06 per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 3rd, 2021 • Trivago N.V. • Services-computer processing & data preparation • New York
trivago N.V., a Dutch public limited company (naamloze vennootschap) (the “Company”), proposes to issue and sell through Morgan Stanley & Co. LLC, as sales agent (the “Manager”), on the terms set forth in this equity distribution agreement (this “Agreement”), American Depositary Shares (“ADSs”), each representing a fully paid Class A share, with a nominal value of €0.06 per share (the “Shares”). The Shares in the form of ADSs shall be issued and delivered in the manner contemplated by this Agreement, and shall have an aggregate gross sales price of up to $75,000,000 (the “Sale ADSs”). The Class A shares, nominal value of €0.06 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Class A Shares”.
