Full Agenda Annual General Meeting 2007

LYCOS EUROPE N.V.
 
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 of this meeting appeared on 23 April 2007 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 2006.

Discussion of the reports of the Management Board and the Supervisory Board.

2. Discussion and adoption of annual accounts for financial year 2006.

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 2006 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 2006 or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the annual accounts for the financial year 2006.

b. Resolution to release the supervisory directors from liability for their duties.

Provided the Company's annual accounts for the financial year 2006 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 2006 at any time, be released from liability for their duties, insofar as the exercising of such duties is reflected in the annual report 2006 or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the annual accounts for the financial year 2006.
 
4. Appointment of statutory auditors for financial year 2007.

It is proposed to reappoint KPMG Accountants N.V., Amstelveen, the Netherlands, as the Company's statutory auditors for the financial year 2007.

5. Composition of the Supervisory Board.

a. Supervisory Directors AA

No 4 year term of appointment of any of the supervisory directors AA will lapse per the end of the meeting.

b. Supervisory Directors AB

The 4 years term of the appointment of Mr. R.E. Buch as supervisory director AB will lapse per the end of the meeting.

It is proposed that Mr. Buch be reappointed as supervisory director 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 as a supervisory director AB, the nomination of Mr. Buch will be non-binding.

In respect of the proposal to reappoint Mr. Buch, 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 his excellent knowledge of the media and service industries.

The details with respect to the supervisory director eligible for reappointment and the nominated supervisory director, 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 only 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 Director
 
Supervisory Director AB

The details with respect to the supervisory director AB eligible for reappointment to be provided pursuant to Dutch law are as follows:

- Name: Rolf Eberhard Buch
- Age: 42
- Gender: male
- Nationality: German
- Date of initial appointment as member of Supervisory Board: 22-05-2003
- Current term of office: ends in May 2007
- Current position on the Supervisory Board: Member of the Supervisory Board and Member of the Audit Committee
- 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 Executive Board of arvato direct services;
(ii) Member of the Board of Directors of arvato AG; and
(iii) Directorships of arvato affiliates.
- Amount of shares in the capital of the Company held by the person nominated: none