Addendum to the Full Agenda of Annual General Meeting of Shareholders
LYCOS EUROPE N.V.
Addendum to the Full Agenda of Annual General Meeting of Shareholders of
LYCOS Europe N.V. (the "Company"), to be held on 24 May 2007
Including Explanatory Notes
The notice regarding this additional item for this meeting appeared on 9 May 2007 in Financieele Dagblad (the Netherlands), Financial Time Deutschland (Germany) and on 10 May 2007 in La Tribune (France). In that notice, reference is made to the following additional agenda item.
7a. Authorisation of the Management Board for divestments and acquisitions.
(1) Approval for disposal of 30% interest in Seznam
In April 2007, the Company sold its investment in Seznam.cz, a.s. ("Seznam"). The Company's investment represented 30% of the share capital in Seznam and was sold for an amount of EUR 65 million in cash.
During the period that the Company held a 30% interest in Seznam, it did not influence its business policy, and only acted as a passive shareholder.
The Company's interest in Seznam was sold pursuant to a resolution of the Management Board, which was approved by the Supervisory Board.
The Company realized a substantial profit in this sale.
To the extent necessary the General Meeting is requested to approve this transaction.
(2) Approval for certain acquisitions until AGM 2008
Pursuant to section 2:107a of the Dutch Civil Code, among other things, resolutions relating to investments and divestments in other companies or businesses, worth at least one-third of the amount of the Company's assets according to its balance sheet and explanatory notes, require approval of the General Meeting.
For the Company this means that relatively small transactions are subject to shareholder approval. In certain circumstances this may be overly cumbersome.
Given the foregoing, it is proposed to grant a generic approval in advance, valid until the AGM in 2008, for any and all acquisitions representing a value of no more than 50% of the balance sheet total of the Company to be calculated as of the time the purchase agreement with respect to the relevant acquisition is signed, provided such acquisition mainly serves to grow one or more existing business units and does not change the identity or character of the business of the Company (the latter to be determined by the Management Board in its sole discretion).
Furthermore, for the avoidance of doubt, under agenda item 2 ("Discussion and adoption of annual accounts for financial year 2006"), the adoption of the annual accounts and the proposal regarding appropriation of profits (as described on page 91 of the annual report) will be voted on separately.