The twenty-ninth day of May two thousand and eight, at the request of the Management Board of Lycos Europe N.V., a public company under Dutch law (naamloze vennootschap), having its official seat in Haarlem, the Netherlands, its office address at Richard Holkade 36, 2033 PZ Haarlem, the Netherlands, and registered in the Commercial Register under number 30162242 (the Company), I, Christiaan Maria Stokkermans, civil law notary in Amsterdam, the Netherlands, attended the annual general meeting of shareholders of the Company held at Hotel de L'Europe, Nieuwe Doelenstraat 2-8, 1012 CP Amsterdam, the Netherlands, for the purpose of taking minutes of the meeting.

 

I, civil law notary, established the following:

In accordance with Article 30, paragraph 3, of the Articles of Association of the Company, Prof. Dr. Frank Jürgen Richter, residing at Wilhelmitorwall 30 A, 38118 Braunschweig, Germany, born in Freital, Germany, on the seventeenth day of October nineteen hundred and forty-one, bearer of a German passport with number [1373997892], chairman of the Supervisory Board of the Company, acted as chairman of the meeting.

 

At eleven o'clock local time (11:00 am) the chairman welcomed the persons present to the annual general meeting of shareholders of the Company and called the meeting to order.

The chairman stated that, as announced in the notice of the meeting and in accordance with Article 30, paragraph 2, of the Company's Articles of Association, the official language of the meeting would be English.

(a)        Introduction of certain persons.

The chairman began by introducing Mr Luis Velo Puig-Duràn as the only fellow member of the Supervisory board attending the meeting. Then the chairman excused the remaining members of the Supervisory board, who could not attend the meeting because of schedule conflicts.

Then the chairman introduced Mr Christoph Mohn, the CEO and representing the Management Board of the Company, and Dr Fred Wilsdorf, the CFO of the Company.

 

The chairman went on to mention the presence of Marc Tubbergen and Rob Wilmink from the Company's accountants of KPMG Accountants N.V. and of a number of the Company's key employees. Then he introduced myself as civil law notary with Allen & Overy LLP and independent Dutch legal counsel to the Company. The chairman stated that he had asked me to act as the secretary of the meeting (as such to be referred to as the Secretary) and to prepare the minutes of the meeting in notarial form. For the purpose of the minutes, the chairman noted that the proceedings at the meeting were being recorded on [tape] and requested that the persons present first stated their name, each time they addressed the meeting.

 

Then the chairman asked the Secretary to make the following formal statements regarding the observance of formalities, the order of the meeting and the discussion and voting procedure.

 

(b)        Formal statements regarding observance of formalities.

The Secretary stated that the meeting had been convened with due observance of all relevant provisions of the law and the Company's Articles of Association, that the notice of the meeting was published in De Telegraaf (the Netherlands), the Financial Times Deutschland (Germany) and La Tribune (France) on the twenty-eight day of April two thousand and eight. Copies of these advertisements were available at the meeting.

 

Also available at the meeting were copies of the full agenda of the meeting, with explanatory notes, copies of the Dutch statutory annual report and annual accounts in respect of the Company's financial year two thousand and seven (the Financial Year). These documents were available for inspection and could be obtained free of charge from the twenty-eight day of April two thousand and eight at the Company's offices in Haarlem, at LYCOS Europe Investor Relations in Gütersloh, at BNP Paribas Securities Services in Paris and at Deutsche Bank AG in Frankfurt am Main and were also published on the Company's website www.lycos-europe.com. The Secretary then stated that the exact number of shareholders present or represented in the meeting and the number of shares they represented were being counted and that the Secretary would provide these numbers later on in the meeting.

 

The Secretary then made the following statements regarding the order of the meeting.

 

(c)        Order of the meeting; discussion and voting procedure.

The Secretary explained that after the introduction, the chairman would proceed with item one

(1) of the agenda. Mr Mohn would then be invited to present the report of the Management Board in respect of the Financial Year.

 

The Secretary noted that in respect of each item of business to be voted on, a round of discussion would be held and the Secretary invited all shareholders present to participate in such discussions. The Secretary stressed that the shareholders should hold any question they might have related to the agenda items until the item was placed before the meeting.

Before moving to the first agenda item the Secretary explained the voting procedures to be followed in detail. The Secretary stated that it followed from Article 31 of the Company's Articles of Association that the chairman of the meeting decided on the method of voting and on the possibility of adopting resolutions by acclamation. The Secretary stated that the chairman had decided that all resolutions would be passed by acclamation, unless one or more persons present objected. At the time a particular vote was to be taken the chairman would ask whether everybody agreed that the proposed resolution concerned be adopted by acclamation. If no objections were voiced, the chairman would conclude that the relevant resolution was adopted by acclamation.

 

The Secretary noted that if any one or more of the persons present would object, the following method of voting would be used. The votes against the proposal concerned would be taken first and then the abstentions; all other shares represented at the meeting according to the attendance list would then be deemed to have been voted in favour of the proposal concerned.

Where this procedure was used, the Secretary would be asked to take down the necessary information and to count the votes. Based on this count, the chairman would proclaim the result of the vote.

 

The Secretary then noted that all proposed resolutions to be tabled could be adopted with a simple majority of the votes cast.

 

The chairman then asked if there were any questions regarding the order of the meeting and the method of voting. There were no questions. The chairman then continued with item one (1) of the agenda.

 

 

This item concerned the written reports of the Management Board and the Supervisory Board regarding the Company's Financial Year. The chairman invited Mr Mohn to start his presentation.

Mr Mohn gave an overview of the Company's profile, the highlights of the performance of the Company in the Financial Year, the economic development of the Company  and a brief outlook of the year two thousand and eight and made his presentation by showing and discussing the sheets attached to this deed (Annex).

 

The chairman thanked Mr Mohn for his presentation and proceeded with the discussion. He invited all shareholders to ask questions regarding the reports of the Management Board and the Supervisory Board and the presentation made by Mr Mohn.

Mr Dittmar, speaking on behalf of Amber Master Fund (Cayman) SPC, declared that the fund he represents had been a shareholder for four years, and that he would like to say that they are extremely disappointed with the performance of the Company, particularly because the share price suffered a loss of forty-five percent last year, while similar companies had performed substantially better. The Company continued to suffer losses, Mr Dittmar said, whereas the break even point had originally been expected to occur in the financial year two thousand and three – two thousand and four. According to Mr Dittmar this has led to the destruction of over seven billion in Company's market capitalisation.

Mr Dittmar referred to a number of other financial data he believed to be disappointing and questioned the control mechanisms for investments at the Company and management's ability to capitalize on a strategic plan in order to maintain its competitiveness in the marketplace.

Mr Dittmar said, the Company would either need a cost-base that is thirty-six million lower than today or would need almost twice the revenues with the same gross margins and no increase in operating cost just to cover its costs of capital, and to be a viable stand-alone business today. According to Mr Dittmar, such turn-around would be impossible and the Company should look for other solutions, and he therefore welcomed that Dresdner Kleinwort had been appointed to explore other alternatives. He urged the Supervisory Board to take its fiduciary responsibility to the shareholders very seriously and if necessary to expand the scope of the options that are being considered.

Mr Dittmar declared that the fund he represented has been a very patient long-term shareholder over the past few years, but that this will change drastically if in due course no acceptable solution is found to the entire situation the Company is in.

The chairman thanked Mr Dittmar and asked if there were further questions or comments.

Mr Klesse had only one question, namely if  Mr Mohn would remain the CEO of the Company in the upcoming years.

The chairman answered that the process as mentioned by Mr Dittmar hopefully would improve the position of the Company, and that he could not give any comment concerning the person of Mr Mohn.

Mr Mohn added to this that at the moment the Company has engaged an investment bank to look for strategic alternatives, so there is a possibility that the shareholder structure will change at the end of that process. Mr Mohn stressed that the meaning of this and whether or not he would continue to be the CEO is up to the shareholders.

The chairman asked if there were any further questions. There were no more questions so the chairman concluded the discussion.

 

The chairman then asked the Secretary to inform the meeting on the exact numbers regarding attendance of the meeting. The Secretary then stated that the numbers of shares represented at the meeting were two hundred twenty-seven million four hundred fourteen thousand and eight hundred eighty-two (227,414,882), all which shares could be voted, which meant that seventy-two ninety-nine hundredths per cent (72.99%) of the issued and outstanding capital of the Company was represented at the meeting.

The chairman continued with agenda item two (2).

 

 

The chairman noted that the annual accounts for the Financial Year were prepared by the Management Board with due observance of all applicable statutory provisions and the provisions of the Articles of Association. The annual accounts had to be adopted by the general meeting.

The chairman asked if there were any questions. There were no questions.

The chairman then put the following proposal to a vote:

"It is proposed to adopt the Dutch statutory annual accounts of Lycos Europe N.V. over its financial year two thousand and seven.".

The chairman asked if everybody agreed.

No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.        

The chairman then moved to the next item of the agenda.

 

 

The chairman noted that, as set forth in the agenda, it was proposed to release the sole managing director of the Company, Mr Mohn, from liability for his duties.

The chairman asked if there were any questions. There were no questions.

The chairman then put the following proposal to a vote:

"It is proposed to release the sole managing director, Mr Christoph Mohn, from liability for his duties.".

The chairman stated that pursuant to Article 35, paragraph 3, of the Articles of Association of the Company and without prejudice to any provision of the law, this release from liability, if granted, would be limited to everything evident from the annual accounts, the annual report or information otherwise disclosed to the general meeting prior to the adoption of the annual accounts for the Financial Year.

The chairman asked if everybody approved.

Mr Dittmar, representing twenty-four million five hundred ninety thousand seven hundred fifty-two (24,590,752) shares and two million five hundred fourteen thousand one hundred thirty (2,514,130) shares, declared to vote against the proposal. Also Mr Gürücü, representing twelve thousand (12,000) shares, declared to vote against the proposal. Furthermore Mr Klesse, representing two hundred sixty-eight thousand (268,000) shares, declared to vote against the proposal. There were no (0) abstentions. As all other shares represented at the meeting were assumed to have been voted in favour of the proposal, the chairman concluded that this resolution was adopted.

The chairman then moved to the next item of the agenda.

 

 

The chairman noted that, as set forth in the agenda, it was proposed to release the supervisory directors of the Company from liability for their duties.

The chairman asked if there were any questions. There were no questions.

The chairman then put the following proposal to a vote:

"It is proposed to release the supervisory directors, as well as those who occupied the position of supervisory director during the financial year two thousand and seven at any time, from liability for their duties.".

The chairman repeated that this release from liability, if granted, would be limited to everything evident from the annual accounts, the annual report or information otherwise disclosed to the general meeting prior to the adoption of the annual accounts for the Financial Year.

The chairman asked if everybody approved.

Mr Dittmar, representing twenty-four million five hundred ninety thousand seven hundred fifty-two (24,590,752) shares and two million five hundred fourteen thousand one hundred thirty (2,514,130) shares, declared to vote against the proposal. Also Mr Gürücü, representing twelve thousand (12,000) shares, declared to vote against the proposal. Furthermore Mr Klesse, representing two hundred sixty-eight thousand (268,000) shares, declared to vote against the proposal. There were no (0) abstentions. As all other shares represented at the meeting were assumed to have been voted in favour of the proposal, the chairman concluded that this resolution was adopted.

The chairman then moved to the next item of the agenda.

 

 

The chairman noted that, as set forth in the agenda, it was proposed to reappoint KPMG Accountants N.V., Amstelveen, The Netherlands, as the statutory auditors of the Company for the financial year two thousand and eight.

The chairman asked if there were any questions. There were no questions.

The chairman put the following proposal to a vote:

"It is proposed to appoint KPMG Accountants N.V., Amstelveen, the Netherlands, as the Company's statutory auditors for the financial year two thousand and eight.".

The chairman asked if everybody approved. No dissenting voices being heard, the chairman concluded this resolution was adopted by acclamation.

The chairman then moved to the next item of the agenda.

 

 

The chairman noted that the four years term of the appointment of Mr Luis Velo Puig-Duràn as supervisory director AA shall lapse per the end of this meeting.

In connection therewith the chairman stated that it is proposed that Mr Puig-Duràn will be reappointed for a period of four years as supervisory director AA. The proposal to reappoint Mr Puig-Duràn is put forward by the meeting of holders of shares AA of the Company, as the meeting of holders of shares AA of the Company has nominated only one candidate for supervisory director AA. For further details regarding the proposed candidate the chairman refers to the full agenda of this meeting. These details include all details in respect of the candidate required to be given pursuant to Dutch law. The chairman also gladly informed the meeting that Mr Puig-Duràn had already expressed his consent to be reappointed as supervisory director AA.

The chairman asked if there were any questions. There were no questions.

The chairman then put the following proposal to a vote:

"It is proposed that Mr Puig-Duràn will be reappointed to the Supervisory Board as supervisory director AA, which reappointment will be effective as of the closing of this meeting."

The chairman asked if everybody approved. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.

The chairman congratulated Mr Puig-Duràn on his reappointment.

The chairman then moved to the next item of the agenda.

 

The chairman noted that, as set forth in the full agenda, it was 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 five years starting the day this resolution is adopted by the general meeting of shareholders of the Company.

The chairman explained that this would allow the Management Board, subject to prior Supervisory Board approval, to be flexible and to react quickly, if and when deemed appropriate. This authorisation could be used for any and all purposes, subject only to statutory limitations.

The chairman asked if there were any questions. There were no questions. The chairman then put the following proposal to a vote:

"It is proposed to extend the authorisation of the Management Board in accordance with the proposal set forth in the full agenda.".

The chairman asked if everybody agreed. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.

The chairman then moved to the next item of the agenda.

 

 

The chairman noted that, as set forth in the full agenda, this item concerned the discussion of the resolution of the Supervisory Board – upon the proposal of the Management Board – regarding the appropriation of the two thousand and seven net profit in the amount of forty million fifty-four thousand euro (EUR 40,054,000) to [increase the Company's reserves and/or decrease the accumulated deficit]. The chairman stated that in line with principle IV.3 and best practice provision IV.3.5 of the Dutch Corporate Governance Code (Code Tabaksblat) the Management Board and the Supervisory Board wished to inform the general meeting on the reasons for the appropriation of profits.

The chairman explained that although the Company did realize a profit in the year two thousand and seven, its operational cash flow was still negative. Consequently, said appropriation of profits is consistent with the Company's dividend policy as discussed at the annual shareholder's meeting in two thousand and four.

The chairman then asked if there were any questions. There were no questions, so the chairman concluded the discussion.

The chairman then moved to the next item of the agenda.

 

 

The chairman noted that, as set forth in the full agenda, it was proposed to authorise the Management Board to repurchase up to ten per cent (10%) of the Company's issued share capital on behalf of the Company for a period of eighteen (18) months starting the day this resolution was adopted by the general meeting of shareholders of the Company, at a repurchase price between, on the one hand, the nominal value of the shares concerned and, on the other hand, an amount of one hundred and ten per cent (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 (30) banking days preceding the date the repurchase was effected or proposed.

The chairman explained that this authorisation would allow the Management Board, subject to prior Supervisory Board approval, to be flexible and to react quickly, if and when deemed appropriate. This authorisation could be used for any and all purposes, subject only to statutory limitations.

The chairman asked if there were any questions. There were no questions. The chairman then put the following proposal to a vote:

"It is proposed to authorise the Management Board to repurchase shares on behalf of the Company in accordance with the proposal set forth in the full agenda.".

The chairman asked if everybody agreed. No dissenting voices being heard, the chairman concluded that this resolution was adopted by acclamation.

The chairman then moved to the next item of the agenda.

 

 

The chairman asked if there were any questions concerning the meeting. There were no questions.

The chairman then moved to the next item of the agenda.

 

The chairman thanked all persons present for having attended the meeting and for showing interest in the Company, in spite of being somehow disappointed.

The chairman closed the meeting at ten to twelve local time (11:50 am).

 

Close of this deed. 

This deed of proceedings in a meeting was executed in Amsterdam, the Netherlands, on the l day of l two thousand and eight and is signed by l, in this respect acting as attorney-in-fact of the chairman of the meeting, Prof. Dr. Frank Jürgen Richter – whose authorisation was apparent from a copy of a power of attorney which is attached to this deed (Annex) – and by me, civil law notary.