TRIVAGO (TRVG)

[eastunder]

Where is that money coming from for a special dividend?

https://ir.trivago.com/static-files/0b99aed0-7f9f-40da-bc34-0ee95ddb2e43

CONVENING NOTICE

This is the convening notice for the extraordinary general meeting of shareholders of trivago N.V. (the
"Company") to be held on November 1, 2023 at 15:00 CEST at the offices of NautaDutilh N.V.,
Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands (the "EGM").

The agenda for the EGM is as follows:
1. Opening
2. Distribution from the Company's distributable reserves (voting item)
3. Closing

No business shall be voted on at the EGM, except such item as included as voting item in the abovementioned agenda.
The registration date for the EGM is October 4, 2023 (the "Registration Date"). Those who are
shareholders of the Company, or who otherwise have voting rights and/or meeting rights with respect
to shares in the Company's capital, on the Registration Date and who are recorded as such in the
Company's shareholders' register or in the register maintained by the Company's U.S. transfer agent
may attend and, if relevant, vote at the EGM (the "Persons with Meeting Rights").

Persons with Meeting Rights who wish to attend the EGM, in person or represented by proxy, must
notify the Company in writing of their identity and intention to attend the EGM. This notice must be
received by the Company ultimately on October 25, 2023. Persons with Meeting Rights who have not
complied with this requirement may be refused entry to the EGM. Persons with Meeting Rights may
have themselves represented at the EGM through the use of a written or electronically recorded proxy.
Proxyholders should present a copy of their proxies upon entry to the EGM, failing which the
proxyholder concerned may be refused entry to the EGM. A proxy form can be downloaded from the
Company's website (http://www.trivago.com).

EXPLANATORY NOTES TO THE AGENDA

2. Distribution from the Company's distributable reserves (voting item)
On September 15, 2023, the Company announced distributing a one-time extraordinary
dividend later this year, subject to shareholder approval. For that purpose, the Company's
management board (the "Management Board"), with the approval of the Company's
supervisory board (the "Supervisory Board"), has resolved to make a total distribution of
EUR 184,380,959 (being a distribution of approximately EUR 0.53 per share in the capital of
the Company) (the "Distribution").

The Distribution consists of two components: (i) an interim distribution from the Company's
profits realized during the current financial year in the total amount of EUR 16,487,070 (the
"Interim Profits Distribution") and (ii) a distribution from the Company's distributable
reserves in the amount of EUR 167,893,889 (the "Distributable Reserves Distribution").

In accordance with Dutch law and the Company's articles of association, the Management
Board, with the approval of the Supervisory Board, may resolve to make the Interim Profits
Distribution without the approval of the Company's general meeting. However, in accordance
with the Company's articles of association, the Management Board, with the approval of the
Supervisory Board, does require a resolution of the Company's general meeting to make the
Distributable Reserves Distribution. Therefore, this voting item only relates to the
Distributable Reserves Distribution. If this voting item passes, the total Distribution will be
made as described below. If this voting item does not pass, the Company will still make the
Interim Profits Distribution.

The Company has determined that the shareholders of the Company (or, as applicable, eligible
usufructuaries and pledgees) on November 3, 2023 shall be the parties entitled to the
Distribution. Further, the Management Board, with the approval of the Supervisory Board, has
determined that the Distribution shall be paid in euro on November 6, 2023 (the "Distribution
Payment Date"), such that the ex-dividend date is November 2, 2023.