Full Agenda Annual General Meeting 2008

LYCOS EUROPE N.V.

Full Agenda of Annual General Meeting of Shareholders of
Lycos Europe N.V. (the "Company"), to be held on 29 May 2008
Including Explanatory Notes

The notice of this meeting appeared on 28 April 2008 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 9 below.

1. Discussion of annual report for financial year 2007.

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

2. Discussion and adoption of annual accounts for financial year 2007.

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 2007 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 2007 or otherwise disclosed to the General Meeting of Shareholders prior to the adoption of the annual accounts for the financial year 2007.

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

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

4. Appointment of statutory auditors for financial year 2008.

It is proposed to reappoint KPMG Accountants N.V., Amstelveen, the Netherlands, as the Company's statutory auditors for the financial year 2008.

5. Composition of the Supervisory Board.

The 4 years term of the appointment of Mr. Luis Velo Puig-Durán as supervisory director AA will lapse per the end of the meeting.

It is proposed that Mr. Puig-Durán be reappointed as supervisory director AA for a new period of 4 years. This proposal is put forward by the meeting of holders of shares AA of the Company. As the meeting of holders of shares AA has nominated only one candidate as a supervisory director AA, the nomination of Mr. Puig-Durán will be non-binding.

In respect of the proposal to reappoint Mr. Puig-Durán, the meeting of holders of shares AA has taken into account his valuable contribution to the Company in the past years as a Supervisory Director AA, 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. Appropriation of the 2007 net profit.


Discussion of the resolution of the Supervisory Board – upon the proposal of the Management Board – regarding the appropriation of the 2007 net profit in the amount of EUR 40,054 to increase the Company's reserves and/or decrease the accumulated deficit.

In line with Principle IV.3 and best practice provision IV.3.5 of the Dutch Corpoarte Governance Code (Code Tabaksblat) the Management Board and the Supervisory Board wish to inform the general meeting on the reasons for the appropriation of profits. Although the Company did realize a profit in 2007, its operational cash flow was still negative. Consequently, said appropriation of profits is consistent with the Company's dividend policy as discussed at the AGM in 2004.

8. 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 NYSE Euronext 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.

9. Other business.

Annex

Details Supervisory Director


Supervisory Director AA

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

- Name: Luis Velo Puig-Durán
- Age: 47
- Gender: male
- Nationality: Spanish
- Date of initial appointment as member of Supervisory Board: 18-05-2004
- Current term of office: ends in May 2008
- Current position on the Supervisory Board: Member of the Supervisory Board
- Profession/occupation; current and past occupations of the person nominated insofar relevant as to his functioning as member of the supervisory board:
(i) Executive Vice President of Media Projects at Telefónica de España S.A.U.; and
(ii) Member of the Steering Committee of Telefónica de España S.A.U.
- Amount of shares in the capital of the Company held by the person nominated: none