Notice of Annual General Meeting of Shareholders

LYCOS Europe N.V., Haarlem / The Netherlands

The Annual General Meeting of Shareholders of LYCOS Europe N.V., having its official seat in Haarlem, the Netherlands (the Company), will be held on Wednesday 24 May 2006 at 11:00 hours, at the Dorint Sofitel, Stationsplein ZW 951, 1117 CE Schiphol Oost in the Netherlands. The language of the meeting shall be English.
The agenda of the meeting shall include the following items:
1.  Discussion of annual report for financial year 2005.
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.
     b.    Resolution to release the supervisory directors from liability for their duties.
4.  Appointment of statutory auditors for financial year 2006.
5.  Composition of the Supervisory Board
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.
7.  Authorisation of the Management Board to repurchase shares on behalf of the Company.
8.  Other business.
Copies of the full agenda and explanatory notes thereto as well as the Company's statutory annual report and annual accounts for the Company 's financial year 2005 are available for inspection, and can be obtained free of charge, at the office of the Company in Haarlem (LYCOS Europe N.V., Richard Holkade 36, 2033 PZ Haarlem) as well as at LYCOS Europe Investor Relations, Carl-Bertelsmann-Strasse 29, PO Box 315, D-33311 Gütersloh, Germany, and at Deutsche Bank AG, TSS/GES, Post IPO Services, 60262 Frankfurt am Main, Germany as well as at BNP Paribas Securities Services, Service des Assemblées, Immeuble Tolbiac, 75450 PARIS Cedex 09, France, and are also published on the Company's website (
Record date
Recognised as persons entitled to take part in and to vote at the meeting will be those persons who on Wednesday 17 May 2006 (the Record Date), following the processing of all additions and withdrawals as at the Record Date, have those rights and are recorded in one of the registers designated thereto by the Management Board.
For holders of bearer shares the designated registers will be the records as per the Record Date of Deutsche Bank AG, Frankfurt am Main, or other institution associated with Clearstream Banking AG, Frankfurt am Main, or Euroclear France that keeps their shares registered in its administration.
Holders of bearer shares intending to attend the meeting in person or by proxy are asked to deposit their shares against receipt of a certificate of deposit no later than on Wednesday 17 May 2006 (the Record Date) with Deutsche Bank AG as the depositing agent or BNP Paribas Securities Services as the depositing agent. Alternatively, deposit of bearer shares may be effected by blocking the bearer shares in an account with another bank until the end of the Record Date with consent of the depositing agent, equally against issuance of a certificate of deposit by the depositing agent, no later than on Wednesday 17 May 2006 (the Record Date). A certificate of deposit obtained pursuant to the foregoing shall serve as an admission ticket for the meeting.
The foregoing applies by analogy to pledgees and usufructuaries of bearer shares if they hold the voting rights to such shares.
For holders of registered shares, the designated register will be the register of shareholders of the Company, that is held by the Company and states the shareholders on the Record Date.
The right to attend, and to exercise rights in, the meeting can be exercised by proxy authorised in writing, provided the written power of attorney is received by the Management Board no later than on Tuesday 23 May 2006, 5.30 p.m.
Persons entitled to take part in the meeting may be asked for identification prior to being admitted. Persons entitled to take part in the meeting are therefore asked to carry a valid identity document (such as a passport or driving licence).
All communications to the Company or the Management Board in connection with the foregoing must be addressed as follows: LYCOS Europe N.V., Richard Holkade 36, 2033 PZ, Haarlem, the Netherlands. Email:
Haarlem, the Netherlands, May 2006.
LYCOS Europe N.V.
The Management Board