Sammelbecken für LBC-Club-Hörige - 500 Beiträge pro Seite

[GranSasso]

Sowas hat hier doch eigentlich noch gefehlt, oder?

[mccn1]

schön daß du wieder on bist.

[CINUZK]

freut mich auch

[jgh]

...tach

[charles44]

GS,willst Du jetzt alle LBC`ler von der Straße holen?

[peedro]

Antwort auf meine Anfrage nach den Tagesordnungspunkten der a.o. HV:

Dear Mr. Peedro,

We are pleased to provide you with the information package for the extraordinary general
meeting of shareholders of LetsBuyIt.com N.V. which will be held on 29 August 2002 at 11.00
a.m. in Amsterdam.

We attach the following documents:
- convocation;
- agenda;
- explanatory notes to the agenda;
- supervisory board proposal;
- description of the business transfer agreement;
- management statement;
- draft deed of amendment of the Articles of Association.

We trust to have been of service to you.

Yours truly,
TMF Mangement B.V.


CONVOCATION FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

An Extraordinary General Meeting of Shareholders of LetsBuyIt.com N.V. ("the Company" will be held on August 29, 2002, at 11.00 a.m., local time, at
Hilton Hotel, Apollolaan 138, 1077 BG Amsterdam, the Netherlands. Registration of attendees at the meeting will start at 10.30 am.

The agenda for the meeting holds the following proposals:
1. Call to order and opening of the Extraordinary General Meeting
2. Explanation by the Managing Board of the future plans of the Company
3. Proposal of the Supervisory Board to authorise the Managing Board of the Company to execute a sale and purchase agreement relating to the business
of the Company whereby a substantial part of the Company`s assets, comprising of the current business activities, will be disposed of
4. Proposal to grant options to a member of the Supervisory Board
5. Proposal to amend the Articles of Association of the Company
6. Proposal to authorise each member of the Managing Board of the Company as well as each employee of the law firm Mr M.J. Meijer c.s. Notarissen,
each of them individually, to apply for the Ministerial Certificate of No-Objection
7. Questions
8. Adjournment

The agenda, the explanatory notes thereto, which includes a short description of the explanation described sub 2 above, a proposal of the Supervisory
Board to authorise the Managing Board as referred to sub 3 above, a short description of the transaction referred to sub 3 above, including a management
statement, and the draft deed of amendment of the Articles of Association are free of charge available at the registered office of the Company at Joop
Geesinkweg 999, 1096AZ Amsterdam, The Netherlands and at the office of DZ Bank AG, Deutsche Zentral-Genossenschaftsbank, Abteilung EQCG, Platz
der Republik in Frankfurt am Main, Germany. Copies may be obtained free of charge.

To attend the meeting and to cast votes, holders of ordinary shares must submit a written statement of a direct participant in the German clearing system
(or a depository bank participating in the German clearing system through another bank) no later than August 26, 2002 showing that the holder in question
participates in the deposit for the number of bearer shares as stated in the afore-mentioned written statement, and will remain participant in the deposit for
that number of shares until after this Extraordinary General Meeting of Shareholders.

A shareholder can be represented by a proxy-holder. The power of attorney must be in writing and has to be in the actual possession of the Managing
Board no later than August 26, 2002.

All notifications / announcements to the Company as well as the Managing Board can be sent to the following address: Letsbuyit.com N.V., Mr. Klaas de
Vries, Nymphenburger Strasse 86, 80636 München, Germany.

The Managing Board
August 14, 2002

AGENDA

Letsbuyit.com N.V. (the "Company"

Extraordinary General Meeting of Shareholders to be held on August 29, 2002 at 11:00 hours at Hilton Hotel, Apollolaan 138, 1077 BG Amsterdam

1. Call to order and Opening.

2. Explanation by the Managing Board of the future plans of the Company.

3. Proposal of the Supervisory Board to authorise the Managing Board of the Company to execute a sale and purchase agreement relating to the business
of the Company whereby a substantial part of the Company`s assets, comprising of the current business activities, will be disposed of.

4. Proposal to grant options to a member of the Supervisory Board

In accordance with article 20 paragraph 3 of the Articles of Association of the Company, it is proposed that the General Meeting of Shareholders grants a
right to Mr. John Palmer to acquire 14,665,678 shares in the capital of the Company for a price of EUR 0.01 per share. The granting of this right is
remuneration for services provided in the past in respect of raising funds to ensure continuation of the business at a time in which the company was in
moratorium, and being reappointed as CEO.

5. Proposal to amend the Articles of Association of the Company

In connection with an anticipated reorganisation 900,000,000 new ordinary shares need to be issued in the near future. The size of the current authorised
capital does allow for such an issuance however will, for possible future share issuances, need to be increased.. It is proposed to amend Article 3.1 of
the Articles of Association of the Company in such a way that the issued capital, as it is after the issuance of the 900,000,000 new ordinary shares, will
amount to twenty per cent (20%) of the
authorised capital. The acceptance of the proposal will be under the condition precedent of the issuance of the 900,000,000 new ordinary shares. The
Managing Board is authorised to issue new shares and to preclude the pre-emption rights of shareholders.

6. Proposal to authorize each member of the Managing Board of the Company, as well as each employee of the law firm Mr M.J. Meijer c.s. Notarissen,
each of them individually, to apply for the Ministerial Certificate of No Objection, to amend the draft of the Deed of Amendment as mentioned under 5 in
such way as may prove necessary in order to obtain said Certificate and to sign the Deed of Amendment of the Articles of Association.

7. Questions.

8. Close.


AGENDA - EXPLANATORY NOTES

Letsbuyit.com N.V. (the "Company"

An Extraordinary General Meeting of Shareholders of LetsBuyIt.com N.V. ("the Company" will be held on August 29, 2002, at 11.00 a.m., local time, at
Hilton Hotel, Apollolaan 138, 1077 BG Amsterdam, the Netherlands.

1. Proposal to grant options to a member of the Supervisory Board

In accordance with article 20 paragraph 3 of the Articles of Association of the Company, it is proposed that the General Meeting of Shareholders grants a
right to Mr. John Palmer to acquire 14,665,678 shares in the capital of the Company for a price of 0.01 per share. The granting this right is a remuneration
for services provided in the past in respect of raising funds to ensure continuation of the business at a time in which the company was in moratorium, and
being re-appointed as CEO.

Pursuant to a resolution of the Supervisory Board dated January 24, 2001, the Company has promised to issue options to certain members of its Managing
and Supervisory Boards. Due to the Company`s time consuming investigations of legal and tax implications of such a grant, stock option agreements have
not been reached yet. However, pursuant to a settlement agreement between the Company and John Palmer, the Management Board resolved to advise
the General Meeting of Shareholders to approve to grant an option to John Palmer to purchase 14,665,678 shares of the Company at a price per share of
€0.01.

2. Proposal of the Supervisory Board to authorise the Managing Board of the Company to execute a sale and purchase agreement relating to the business
of the Company whereby a substantial part of the Company`s assets, comprising of the current business activities, will be disposed of.

Whereby an Investor intends to invest €9,000,000 in the Company on the condition that the Company sell all its assets and liabilities to a new company as
a consequence of which the Company shall no longer have any operating activities. The Investor shall then operate the Company as an investment
vehicle. The valuation shall be based on a fairness opinion and a statement by management.

3. Explanation by the Managing Board of the future plans of the Company.

Pursuant to the sale of the existing assets and liabilities, the major terms and conditions of which are set forth in the description of the business transfer
agreement, and an investment of €9,000,000 by the new Investor, the Company will alter its future activities. The future business objective is to invest in a
network of fast growth cost effective Pan European Investment banking companies or financial related business. The aim is to create an innovative niche
investment-banking group by acquiring significant stakes in niche investment banking business. Those investments shall be medium to long term.

The investments should comply with the following investment criteria:

o Fast growth niche investment banking business models
o Experienced and innovative management teams
o Potential synergies with other investments made by the Company
o Strong deal flow potential in the creative investment banking
o Public listed companies or potential to be listed

The Company will also consider doing short-term investments in companies where an exit strategy shall be resolved that will enable the Company to exit
within a reasonable short time frame.



TO THE SHAREHOLDERS OF
LETSBUYIT.COM N.V. (the "Company"


In accordance with Article 42.3 sub b under (i) of the Articles of Association of the Company, the Supervisory Board of the Company hereby proposes to
the shareholders` meeting to authorise the Managing Board of the Company to enter into the sale and purchase agreement as referred to on the agenda,
item number 3 of the shareholders` meeting to be held on 29th August 2002.

The Supervisory Board
12th August 2002


TO THE SHAREHOLDERS OF LETSBUYIT.COM N.V. (THE "COMPANY"

BRIEF SUMMARY OF THE MOST IMPORTANT ASPECTS OF INTENDED
SALE AND TRANSFER OF THE COMPANY`S BUSINESS


- All assets and liabilities of the Company`s existing business (the "Existing Business" will be transferred to a third party (the "Acquiror" for a
purchase price of EUR 1,000.

- The Acquiror shall indemnify the Company is respect of any liabilities relating to the Existing Business as a security of which obligation certain assets of
the Existing Business will be pledged, for the benefit of the Company.

- A condition precedent to this transaction is the commitment of an investor to make an investment in the Company of EUR 9 million.

- A management statement as to the management view on the fairness of the terms of the transaction is also available for the shareholders of the
Company.

* * * * *


TO THE SHAREHOLDERS OF
LETSBUYIT.COM N.V. (the "Company"


The Supervisory Board proposes that the management of the Company acquire the operations of LetsBuyIt.com for €1000. Said operations are defined as
all assets less all liabilities. This price is based on a valuation upon which Ernst & Young provided a fairness opinion dated 21st February 2002. In
calculating this price, the Supervisory board assumes that the Company will be indemnified against liabilities and claims arrising from the existing
operations.

The parties are now close to reaching an agreement, but since a period of time has passed since the fairness opinion was provided, the supervisory
board has asked the management to comment on whether anything has occured during that period that would effect the valuation in a postive manner.

Accordingly, and in the opinion of the management, there has been no single event, nor combination of events, since this fairness opinion was issued,
that would effect this valuation in a positive manner. Notable events since the valuation include the insolvency of the groups two largest subsidiaries in
Germany and Sweden. These insolvencies are deemed to effect the valuation in a negative manner.

Accordingly it is in the opinion of the Management board, that the value of the LetsBuyIt.com operations has not increased since Ernst & Young issued
their fairness opinion, dated 21st February 2002.



The Mangement Board
12th August 2002

AMENDMENT@
LETSBUYIT.COM N.V.@




On this @
before me, Rudolf Jan Cornelis van Helden, notaris in Amsterdam, came:
mrs Eleonore Aline Venker, employee of Mr M.J. Meijer c.s., notarissen, established in 1017 DW Amsterdam, Keizersgracht 695-697, born at Rotterdam on
the sixteenth day of November nineteenhundred and seventy-two, unmarried and not registered as partner, holder of passport with number M14517821,
acting as representative of the company mentioned below, which power of attorney is attached to this deed.
The appearer stated:
- that in an extraordinary general meeting of shareholders of the public company with limited liability (`naamloze vennootschap`): LETSBUYIT. COM N.V.,
established at Amsterdam, having its registered office at Joop Geesinkweg 999, 1096 AZ Amsterdam, registered with the Chamber of Commerce at
Amsterdam under number 34120086, hereinafter to be mentioned: the company, which meeting was held at @ on @, it was resolved to amend the
articles of association of the company, on the proposal of the supervisory board of the company, which proposal is attached to this deed;
- that the minutes of said meeting have been appended to this deed;
? that the articles of association of the company lastly were amended by deed dated the seventeenth day of May two thousand and two executed before
A.C. Stroeve, notaris, residing at Amsterdam, on the draft of the said deed of amendment of the articles of association the ministerial certificate of no
objections by decision of the @ day of @, number N.V. 1.088.928, was obtained;
- that he, the appearer, was authorized to apply for the Ministerial certificate of no objection, required by the law and referred to in article 2:125 of the Civil
Code and to do everything that may be necessary to obtain the said certificate and to sign the deed containing the amendment of the articles of
association referred to;
- that to the draft of the said deed of amendment of the articles of association the Ministerial certificate of no objections by decision of @ number N.V.
1.088.928, was obtained, which certificate has been appended to the present deed.
The appearer, acting as stated hereinbefore, declared in view of the above?mentioned resolution and for the implementation thereof, hereby to lay down
in the articles of association of the company the following amendment:
Article 3 paragraph 1 reads as follows:
The authorized capital of the company amounts sixty-three million threehundred and thirty-two thousand and ninety-seven euro and fifteen eurocent (€
63,332,097.15) divided into six billion twohundred and thirty-three million twohundred and nine thousand sevenhundred and fifteen (6.233.209.715)
ordinary shares of one eurocent (€ 0.01) each and onehundred million (100.000.000) preference shares of one eurocent (€ 0.01) each.
Finally the appearer, acting in his aforesaid capacity, declared that:
- today were issued ninehundred million (900.000.000) ordinary shares, or in total an amount of nine million euro (€ 9,000,000.00), so that the issued
capital amounts to twelve million sixhundred and sixty-six thousand fourhundred and nineteen euro and forty-three eurocent (€ 12,666,419.43).
IN WITNESS WHEREOF THIS DEED.
Executed in Amsterdam on the date, in the month and in the year as stated in the preamble. The Appearer is known to the Undersigned, Notaris. The
substance of the Deed having been read out and explained to the Appearer, she declared not to require the Deed to be read out in full, to have taken
cognisance of the substance of the Deed in good time and to agree with such substance. Immediately following a limited reading this Deed was signed by
the Appearer and by the Undersigned, Notaris.

[GranSasso]

Nein, nicht alle LBC´ler, bestimmt nicht! Aber einige schon!

[GranSasso]

Gibt´s eigentlich noch shareholder aus dem Süddeutschen?

[werner58]

Moin alle Zusammen