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Minutes of the Annual General Meeting of Shareholders 2006


These are the minutes of the Annual General Meeting of Shareholders of Lycos Europe N.V., held on May 24, 2006. 
 
DEED OF PROCEEDINGS IN A MEETING
 
(Annual General Meeting Lycos Europe N.V. - 24 May 2006)
 
The twenty-fourth day of May two thousand and six, at the request of the Management Board of Lycos Europe N.V., a public company under Dutch law (naamloze vennootschap), having its official seat in Haarlem, the Netherlands, its office address at Richard Holkade 36, 2033 PZ Haarlem, the Netherlands, and registered in the Commercial Register under number 30162242 (the Company), I, Christiaan Maria Stokkermans, civil law notary in Amsterdam, the Netherlands, attended the annual general meeting of shareholders of the Company held at the Dorint Sofitel, Stationsplein ZW 951, 1117 CE Schiphol Oost, the Netherlands, for the purpose of taking minutes of the meeting.
 
I, civil law notary, established the following:
In accordance with Article 30, paragraph 3, of the Articles of Association of the Company, Prof. Dr. Frank Jürgen Richter, residing at Wilhemitorwall 30 A, 38118 Braunschweig, Germany, born in Freital, Germany, on the seventeenth day of October nineteen hundred and forty-one, bearer of a German passport with number 1373997892, chairman of the Supervisory Board of the Company, acted as chairman of the meeting.
 
At eleven o'clock local time (11:00 am) the chairman welcomed the persons present to the annual general meeting of shareholders of the Company and called the meeting to order.
The chairman stated that, as announced in the notice of the meeting and in accordance with Article 30, paragraph 2, of the Company's Articles of Association, the official language of the meeting would be English.
 
(a)        Introduction of certain persons.
The chairman began by introducing Mr. Rovira as member of the Supervisory board present, Mr. Rodriquez-Viña, prospective member of the Supervisory Board, Mrs. Lydia Lux-Schmitt as CFO of the Company and Mr. Christoph Mohn, the sole member of the Management Board and CEO of the Company.
 
Next, the chairman mentioned the presence of two persons from the Company's accountants of KPMG Accountants N.V. and of a number of the Company's key employees. Then he introduced myself as civil law notary with Allen & Overy LLP and independent Dutch legal counsel to the Company. In accordance with the prerogatives by virtue of his position as chairman of the Supervisory Board and in accordance with Article 30, paragraph 6, of the Articles of Association of the Company, the chairman stated that he had asked me to act as the secretary of the meeting (as such to be referred to as the Secretary) and to prepare the minutes of the meeting in notarial form. For the purpose of the minutes, the chairman noted that the proceedings at the meeting were being recorded on tape and requested that the persons present first stated their name, each time they addressed the meeting.
 
Then the chairman asked the Secretary to make the formal statements regarding the observance of formalities, the order of the meeting and the discussion and voting procedure.
 
 
(b)        Formal statements regarding observance of formalities.
The Secretary stated that the meeting had been convened with due observance of all relevant provisions of the law and the Company's Articles of Association, that the notice of the meeting was published in De Telegraaf (the Netherlands), the Financial Times Deutschland (Germany) and La Tribune (France) on the fourth day of May two thousand and six and that copies of these advertisements were available at the meeting.
 
Also available at the meeting were copies of the full agenda of the meeting, with explanatory notes, copies of the Dutch statutory annual report and annual accounts in respect of the Company's financial year two thousand and five (the Financial Year). These documents were available for inspection and could be obtained free of charge from the fourth day of May two thousand and six at the Company's offices in Haarlem, at LYCOS Europe Investor Relations in Gütersloh, at BNP Paribas Securities Services in Paris and at Deutsche Bank AG in Frankfurt am Main and were also published on the Company's website www.lycos-europe.com. The Secretary then stated that the exact number of shareholders present or represented in the meeting and the number of shares they represented were being counted and that the Secretary would provide these numbers later on in the meeting.
 
The Secretary then made the following statements regarding the order of the meeting.
 
 
(c)        Order of the meeting; discussion and voting procedure.
The Secretary explained that after the introduction, the chairman would proceed with item one (1) of the agenda. Mr. Mohn would then be invited to present the report of the Management Board in respect of the Financial Year.
 
The Secretary noted that in respect of each item of business to be voted on, a round of discussion would be held and the Secretary invited all shareholders present to participate in such discussions. The Secretary stressed that the shareholders should hold any question they might have related to the agenda items until the item was placed before the meeting.
Before moving to the first agenda item the Secretary explained the voting procedures to be followed in detail. The Secretary stated that it followed from Article 31, paragraphs 2 and 3, of the Company's Articles of Association that the chairman of the meeting decided on the method of voting and on the possibility of adopting resolutions by acclamation. The Secretary stated that the chairman had decided that all resolutions would be passed by acclamation, unless one or more persons present objected. At the time a particular vote was to be taken the chairman would ask whether everybody agreed that the proposed resolution concerned be adopted by acclamation. If no objections were voiced, the chairman would conclude that the relevant resolution was adopted by acclamation.
 
The Secretary noted that if any one or more of the persons present would object, the following method of voting would be used. The votes against the proposal concerned would be taken first and then the abstentions; all other shares represented at the meeting according to the attendance list would then be deemed to have been voted in favour of the proposal concerned.
Where this procedure was used, the Secretary would be asked to take down the necessary information and to count the votes. Based on this count, the chairman would proclaim the result of the vote.
 
The Secretary then noted that all proposed resolutions to be tabled could be adopted with a simple majority of the votes cast, presuming a majority of the issued capital was represented in the meeting, which concluded the introduction.
 
The chairman then asked if there were any questions regarding the order of the meeting and the method of voting. There were no questions. The chairman then continued with item one (1) of the agenda.
 
 
ITEM 1.  Discussion of Annual Report for Financial Year.
 
This item concerned the written reports of the Management Board and the Supervisory Board regarding the Financial Year. The chairman thanked Mr. Mohn for the Management Board report and invited him to start his presentation.
 
Mr. Mohn gave an overview of the performance of the Company in the Financial Year and a brief outlook and overview of the first quarter of the year two thousand and six and made his presentation by showing and discussing the sheets attached to this deed (Annex).
The chairman thanked Mr. Mohn for his presentation and proceeded with the discussion. He invited all shareholders to ask questions regarding the reports of the Management Board and the Supervisory Board and the presentation made by Mr. Mohn.
 
One of the shareholders present, Mr. Arne Klüb, asked questions about the effects of the Company's cost reduction programme in relation to its projected profitability, and about the types of jobs involved in the twenty percent (20%) size-down of staff realized in two thousand and five. In response hereto, Mr. Mohn explained that a large part of the cost reduction was realized by centralizing product development to Germany and Armenia and that the reduction of the number of employees was realized largely in the area of overhead functions. Then, Mr. Klüb asked a question about a comment concerning discussions with Lycos, Inc. concerning licences on page 24 of the annual report. In response hereto, Mr. Mohn explained that the Company had a perpetual license for Europe to use the Lycos brand, and that the Company's aims in its discussions with Lycos, Inc. were to negotiate the lifting of certain limitations to the license against reasonable compensation.
 
The chairman then thanked Mr. Mohn and asked me to inform the meeting on the exact numbers regarding attendance of the meeting. The Secretary then stated that the number of shares represented at the meeting was two hundred and ten million nine hundred and seventy-four thousand one hundred and seventy-six (210,974,176), all which shares could be voted, which meant that sixty-seven point seventy-one per cent (67.71%) of the issued capital of the Company was represented at the meeting.
 
The chairman continued with agenda item two (2).
 
 
ITEM 2. Discussion and adoption of Annual Accounts for Financial Year.
The chairman noted that the annual accounts for the Financial Year were prepared by the Management Board with due observance of all applicable statutory provisions and the provisions of the Articles of Association. In accordance with Section 101 of Book 2 of the Dutch Civil Code, the annual accounts had to be adopted by the general meeting.
 
The chairman asked if there were any questions. There were no questions.
The chairman then put the following proposal to a vote:
"It is proposed to adopt the Dutch statutory annual accounts of Lycos Europe N.V. over its financial year two thousand and five.".
The chairman asked if everybody agreed.
No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.        
The chairman then moved to the next item of the agenda.
 
 
ITEM 3a. Resolution to release the sole managing director of the Company from liability for his duties.
The chairman noted that, as set forth in the agenda, it was proposed to release the sole managing director of the Company, Mr. Mohn, from liability for his duties.
The chairman asked if there were any questions. There were no questions.
The chairman then put the following proposal to a vote:
"It is proposed to release the sole managing director, Mr. Christoph Mohn, from liability for his duties.".
 
The chairman stated that pursuant to Article 35, paragraph 3, of the Articles of Association of the Company and without prejudice to any provision of the law, this release from liability, if granted, would be limited to everything evident from the annual accounts, the annual report or information otherwise disclosed to the general meeting prior to the adoption of the annual accounts for the Financial Year.
 
The chairman asked if everybody approved. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.
The chairman then moved to the next item of the agenda.
 
 
ITEM 3b. Resolution to release the supervisory directors of the Company from liability for their duties.
The chairman noted that, as set forth in the agenda, it was proposed to release the supervisory directors of the Company from liability for their duties.
The chairman asked if there were any questions. There were no questions.
The chairman then put the following proposal to a vote:
"It is proposed to release the supervisory directors, as well as those who occupied the position of supervisory director during the financial year two thousand and five at any time, from liability for their duties.".
 
The chairman repeated that pursuant to Article 35, paragraph 3, of the Articles of Association of the Company and without prejudice to any provision of the law, this release from liability, if granted, would be limited to everything evident from the annual accounts, the annual report or information otherwise disclosed to the general meeting prior to the adoption of the annual accounts for the Financial Year.
 
The chairman asked if everybody approved. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.
The chairman then moved to the next item of the agenda.
 
 
ITEM 4. Appointment of Statutory Auditors for financial year two thousand and six.
The chairman noted that, in accordance with the Company's internal policies, the Management Board and the Audit Committee have, this year, made a thorough assessment of the functioning of KPMG Accountants N.V., who have been the Company's auditors for over four years. The assessment has covered the working relationship, a review of the auditors' compliance with applicable rules and policies on auditor independency, fees and other aspects of the relationship. This assessment has resulted in a recommendation from the Management Board, the Audit Committee and the Supervisory Board to have KPMG proposed for reappointment.
So the chairman noted that, as set forth in the agenda, it was proposed to appoint KPMG Accountants N.V., Amstelveen, The Netherlands, as the statutory auditors of the Company for the financial year two thousand and six.
 
The chairman asked if there were any questions. There were no questions.
The chairman put the following proposal to a vote:
"It is proposed to appoint KPMG Accountants N.V., Amstelveen, the Netherlands, as the Company's statutory auditors for the financial year two thousand and six.".
The chairman asked if everybody approved. No dissenting voices being heard, the chairman concluded this resolution was adopted by acclamation.
The chairman then moved to the next item of the agenda.
 
 
ITEM 5. Composition of the Supervisory Board.
The chairman noted that, as stated in the full agenda of the meeting, Mr. Mateu, a supervisory director AA, has voluntarily resigned from the Supervisory Board as per 21 March 2006.
In connection therewith, it was proposed to appoint Mr. Rodriguez-Vina as supervisory director AA as of the close of this meeting. The proposal to appoint Mr. Rodriguez-Vina is put forward by the meeting of holders of shares AA of the Company.
 
Next, the chairman mentioned that the four years term of appointment of Mr. Rovira as supervisory director AA and Mr. Bohnert and himself, both supervisory directors AB, shall lapse per the end of this meeting.
 
In connection therewith the chairman stated that it is proposed that (i) Mr. Rovira will be reappointed as supervisory director AA and (ii) Mr. Bohnert and himself respectively will be reappointed as supervisory director AB as of the close of this meeting. The proposal to reappoint Mr. Rovira is put forward by the meeting of holders of shares AA of the Company. The proposal to reappoint Mr. Bohnert and himself respectively is put forward by the meeting of holders of shares AB of the Company.
 
For further details regarding the candidates the chairman refers to the full agenda of this meeting. These details include all details in respect of the candidate required to be given pursuant to Dutch law.
 
The chairman asked if there were any questions. There were no questions.
The chairman then put the following proposal to a vote:
"Taking note of the voluntary resignation of Mr. Mateu from the Supervisory Board it is proposed that (1) Mr. Rodriguez-Vina will be appointed to the Supervisory Board as supervisory director AA, (2) Mr. Rovira will be reappointed to the Supervisory Board as supervisory director AA and (3) Mr. Bohnert and Mr. Richter will be reappointed to the Supervisory Board as supervisory directors AB, all of which appointments and reappointments will be effective as of the closing of this meeting."
 
The chairman asked if everybody approved. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.
 
The chairman thanked Mr. Mateu as resigning supervisory director for his contributions in the Supervisory Board and to the Company as a whole. The chairman also congratulates Mr. Rodriguez-Vina on his appointment and Mr. Rovira and Mr. Bohnert on their reappointment.
The chairman then moved to the next item of the agenda.
 
ITEM 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.
The chairman noted that, as set forth in the full agenda, it was 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.
 
The chairman explained that this would allow the Management Board, subject to prior Supervisory Board approval, to be flexible and to react quickly, if and when deemed appropriate. This authorisation could be used for any and all purposes, subject only to statutory limitations.
The chairman asked if there were any questions. There were no questions. The chairman then put the following proposal to a vote:
 
"It is proposed to extend the authorisation of the Management Board in accordance with the proposal set forth in the full agenda.".
 
The chairman asked if everybody agreed. The chairman noted that fifty-three thousand eighty-five (53,085) votes were cast against this proposal and there were zero (0) abstentions. As all other shares represented at the meeting were assumed to have been voted in favour of the proposal, the chairman concluded that this resolution was adopted.
The chairman then moved to the next item of the agenda.
 
 
ITEM 7. Authorisation of the Management Board to repurchase shares on behalf of the Company
The chairman noted that, as set forth in the full agenda, it was proposed to authorise the Management Board to repurchase up to ten per cent (10%) of the Company's issued share capital on behalf of the Company for a period of eighteen (18) months starting the day this resolution was adopted by the general meeting of shareholders of the Company, at a repurchase price between, on the one hand, the nominal value of the shares concerned and, on the other hand, an amount of one hundred and ten per cent (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 (30) banking days preceding the date the repurchase was effected or proposed.
The chairman explained that this would allow the Management Board, subject to prior Supervisory Board approval, to be flexible and to react quickly, if and when deemed appropriate. This authorisation could be used for any and all purposes, subject only to statutory limitations.
The chairman asked if there were any questions. There were no questions.
 
The chairman then put the following proposal to a vote:
"It is proposed to authorise the Management Board to repurchase shares on behalf of the Company in accordance with the proposal set forth in the full agenda.".
The chairman asked if everybody agreed. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.
The chairman then moved to the next item of the agenda.
 
 
ITEM 8. Other business.
The chairman asked if there were any questions concerning the meeting. There were no questions.
The chairman then moved to the next item of the agenda.
 
ITEM 9. Close.
 
The chairman thanked all persons present for having attended the meeting, for their contributions to the discussion and for showing interest in the Company.
The chairman closed the meeting at ten to twelve local time (11:50 am) and invited all for a small lunch.
 
Close of this deed.
This deed of proceedings in a meeting was executed in Amsterdam, the Netherlands, on the eighth day of December two thousand and six and is signed by Katinka Julia Kaal, with office adress at Apollolaan 15, 1077 AB Amsterdam, the Netherlands, born in Amsterdam, the Netherlands, on the twenty-fifth day of June nineteen hundred and seventy-four, in this respect acting as attorney-in-fact of the chairman of the meeting, Prof. Dr. Frank Jürgen Richter - whose authorisation was apparent from a power of attorney which is attached to this deed (Annex) - and by me, civil law notary.
 
(Signed by: K.J. Kaal; Chr.M. Stokkermans)