Annual General Meeting 2007
LYCOS EUROPE N.V.Notice of Annual General Meeting of Shareholders
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 Thursday 24 May 2007 at 14:00 hours, at the Hotel de l’Europe, Nieuwe Doelenstraat 2-8, 1012 CP Amsterdam in the Netherlands. The language of the meeting shall be English.
1. Discussion of annual report for financial year 2006.
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.
b. Resolution to release the supervisory directors from liability for their duties.
4. Appointment of statutory auditors for financial year 2007.
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 2006 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, as well as at Deutsche Bank AG, TSS/GES, Post IPO Services, 60262 Frankfurt am Main, Germany, and are also published on the Company's website (www.lycos-europe.com).
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 Thursday 17 May 2007 (the Record Date) at Deutsche Bank AG in Frankfurt am Main as the depositing agent.
Recognised as persons entitled to take part in the meeting will be those persons who hold shares of the company as at 17 May 2007 (the Record Date), following the processing of all additions and withdrawals as at the Record Date. The foregoing applies by analogy to pledgees and usufructuaries of bearer shares if they hold the voting rights to such shares.
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 Thursday 17 May 2007 (the Record Date). A certificate of deposit obtained pursuant to the foregoing shall serve as an admission ticket for the Annual General Meeting.
Shareholders who wish to be represented at the Annual General Meeting by a proxy must grant the latter a written authority. This authority must be received by the Executive Board at the latest by 17.30 on Wednesday 23 May 2007.
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: firstname.lastname@example.org.
The Management Board