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Full Agenda Annual General Meeting 2006


The notice of this meeting appeared on May 4th, 2006 in De Telegraaf (the Netherlands), Financial Time Deutschland (Germany) and La Tribune (France). In that notice, reference is made to the agenda items 1 through 8 below.
 
1. Discussion of annual report for financial year 2005
 
Discussion of the reports of the Management Board and the Supervisory Board.
 
2. Discussion and adoption of annual accounts for financial year 2005.
 
3.a. Resolution to release the sole managing director of the Company from liability for his duties.
 
Provided the Company's annual accounts for the financial year 2005 are adopted (see item 2 of the agenda), it is proposed to resolve that the sole managing director be released from liability for his duties, insofar as the exercising of such duties is reflected in the annual report 2005 or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the annual accounts for the financial year 2005.
 
3.b. Resolution to release the supervisory directors from liability for their duties.
 
Provided the Company's annual accounts for the financial year 2005 are adopted (see item 2 of the agenda), it is proposed to resolve that the supervisory directors as well as all those who occupied the position of supervisory director during the financial year 2005 at any time, be released from liability for their duties, insofar as the exercising of such duties is reflected in the annual report 2005 or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the annual accounts for the financial year 2005.
 
4. Appointment of statutory auditors for financial year 2006
 
It is proposed to reappoint KPMG Accountants N.V., Amstelveen, the Netherlands, as the Company's statutory auditors for the financial year 2006.
 
5.         Composition of the Supervisory Board.
a.           Supervisory Directors AA
 
The 4 years term of appointment of Mr. J. Rovira de Ossó as supervisory director AA will lapse per the end of the meeting.
 
It is proposed that Mr. J. Rovira de Ossó be reappointed as supervisory director AA for a new period of 4 years. This proposal is put forward by the meeting of holders of shares AA of the Company. As the meeting of holders of shares AA has nominated only one candidate as a supervisory director AA, the nomination of Mr. Rovira de Ossó will be non-binding.
 
In respect of the proposal to reappoint Mr. Rovira de Ossó the meeting of holders of shares AA has taken into account his valuable contribution to the Company in the past years as a Supervisory Director AA, and more specifically as Chairman of the Audit Committee. In addition, Mr. Rovira has extensive expertise in the worldwide internet industry.
 
Mr. J.F. Mateu Isturiz has resigned voluntarily from the Supervisory Board as supervisory director AA as per 21 March 2006.
         
It is proposed that Mr. E. Rodríguez-Viña will be appointed supervisory director AA of the Company as of the closing of the meeting. This proposal to appoint Mr. Rodríguez-Viña is put forward by the meeting of holders of shares AA of the Company. As the meeting of holders of shares AA has nominated only one candidate as a supervisory director AA, the nomination of Mr. Rodríguez-Viña will be non-binding.
 
In respect of the proposal to appoint Mr. Rodríguez-Viña the meeting of holders of shares AA has taken into account his extensive internet and finance experience.
 
         
b.      Supervisory Directors AB
 
The 4 years term of the appointments of Mr. F.J. Richter and Mr. D.U. Bohnert as supervisory directors AB will lapse per the end of the meeting.
 
It is proposed that both Mr. F.J. Richter and Mr. D.U. Bohnert be reappointed as supervisory directors AB for a new period of 4 years. This proposal is put forward by the meeting of holders of shares AB of the Company. As the meeting of holders of shares AB has nominated only one candidate per vacancy as a supervisory director AB, the nomination of Mr. Richter and Mr. Bohnert respectively will be non-binding.
 
In respect of the proposal to reappoint Mr. Richter, the meeting of holders of shares AB has taken into account his valuable contribution to the Company in the past years as a Supervisory Director AB, and more specifically as Chairman of the Supervisory Board. In addition, Mr. Richter has extensive management, media and turn-around experience. If Mr. Richter should be reappointed, the meeting of holders of shares AB intends to reappoint him as Chairman of the Supervisory Board.
 
In respect of the proposal to reappoint Mr. Bohnert, the meeting of holders of shares AB has taken into account his valuable contribution to the Company in the past years as a Supervisory Director AB, and more specifically as Chairman of the Remuneration Committee. In addition, Mr. Bohnert has extensive experience in corporate and other legal affairs.
 
The details with respect to the supervisory directors eligible for reappointment and the nominated supervisory directors, to be provided pursuant to Dutch law are attached hereto as Annex (Annex).
 
6.      Extension of the authorisation of the Management Board to (i) issue shares in the capital of the Company and grant rights to subscribe for shares and (ii) limit or exclude pre-emption rights in respect thereof.
 
It is proposed to extend the authorisation of the Management Board to (i) issue shares in the capital of the Company and grant rights to subscribe for shares up to the maximum of the Company's authorised capital as it shall be from time to time and (ii) limit or exclude pre-emption rights in respect thereof, for a period of 5 years starting the day this resolution is adopted by the General Meeting of Shareholders of the Company.
 
This authorisation will allow the Management Board, subject to prior Supervisory Board approval, to be flexible and to react quickly, if and when deemed appropriate. The authorisation can be used for any and all purposes, subject to statutory limitations.
 
7. Authorisation of the Management Board to repurchase shares on behalf of the Company.
 
It is proposed to authorise the Management Board to repurchase up to 10% of the Company's issued share capital on behalf of the Company for a period of 18 months starting the day this resolution is adopted by the General Meeting of Shareholders of the Company, against a repurchase price between, on the one hand, the nominal value of the shares concerned and, on the other hand, an amount of 110% of the highest price of the class B shares officially quoted on the Frankfurt stock exchange or the Nouveau Marché of Euronext Paris on any of thirty banking days preceding the date the repurchase is effected or proposed.
 
This authorisation will allow the Management Board, subject to prior Supervisory Board approval, to be flexible and to react quickly, if and when deemed appropriate. The authorisation can be used for any and all purposes, subject only to statutory limitations.
 
8. Other Business.


Annex

Details Supervisory Directors 

 
Supervisory Directors AA
 
The details with respect to the supervisory director AA eligible for reappointment  and the nominated supervisory director AA, to be provided pursuant to Dutch law are as follows:
 
-        Name: Juan Rovira de Ossó
-        Age: 50
-        Gender: male
-        Nationality: Spanish
-        Date of initial appointment as member of Supervisory Board: November 30, 2001
-        Current term of office: ends in May 2006
-        Profession/occupation; current and past occupations of the person nominated insofar relevant as to his functioning as member of the supervisory board:
          (i)           Member of the Supervisory Board;
          (ii)          Executive Vice President Terra Networks, S.A. (until July 2005);
          (iii)         Deputy General Manager of Telefonica S.A. (since July 2005);
          (iv)         Member of the Board of Banco Inversis Net. S.A.;
          (v)          Member of the Board of Geonet Territorial, S.A.;
(vi)    Joint Director of Terra Networks Asociadas, S.L. (until 27 December 2005);
(vii)   Member of the Board of Directors of Azeler Automoción S.A.;
(viii)  Managing Director of Terra Lycos Holding, B.V.
(ix)    Member of the Management Board Deremate.com, Inc. (until July 2005).
-        Amount of shares in the capital of the Company held by the person nominated: none
 
-        Name: Elías Rodríguez-Viňa
-        Age: 45
-        Gender: male
-        Nationality: Spanish
-        Profession/occupation; current and past occupations of the person nominated insofar relevant as to his functioning as member of the supervisory board:
          (i)           Executive Vice President Terra Networks, S.A. (until July 2005)
          (ii)          Deputy General Manager of Telefónica, S.A. (since July 2005);
          (iii)         Member of the Board of Directors of Uno-e Bank, S.A.;
          (iv)         Managing Director of Terra Lycos Holding, B.V.
-        Amount of shares in the capital of the Company held by the person nominated: none
 
Supervisory Directors AB
 
The details with respect to the supervisory directors AB eligible for reappointment  to be provided pursuant to Dutch law are as follows:
 
-        Name: Prof. Dr. Frank Jürgen Richter
-        Age: 64
-        Gender: male
-        Nationality: German
-        Date of initial appointment as member of Supervisory Board: 30-11-2001
-        Current term of office: ends in May 2006
-        Profession/occupation; current and past occupations of the person nominated insofar relevant as to his functioning as member of the supervisory board:
          (i)           Chairman of the Supervisory Board;
          (ii)          CEO of DELTA entertainment Inc., Los Angeles, California since November 14, 2005
-        Amount of shares in the capital of the Company held by the person nominated: none
 
-        Name: Dr. Dieter Ulrich Bohnert
-        Age: 57
-        Gender: male
-        Nationality: German
-        Date of initial appointment as member of Supervisory Board: November 30, 2001
-        Current term of office: ends in May 2006
-        Profession/occupation; current and past occupations of the person nominated insofar relevant as to his functioning as member of the supervisory board:
          (i)           Member of the Supervisory Board;
          (ii)          Senior Partner at Heuking Kühn Lüer Wojtek;
          (iii)         Member of the Supervisory Board of APO Data-Service GmbH;
          (iv)         Member of the Supervisory Board of Schneider Electric GmbH
-        Amount of shares in the capital of the Company held by the person nominated: none