Extraordinary General Meeting of Shareholders in Aspiro
The Shareholders of Aspiro AB (publ), 556519-9998, are hereby invited to attend the Extraordinary General Meeting of Shareholders (“the Meeting”) to be held according to the following.
Date: March 11, 2004 Time: 10.30 am Venue: Aspiro’s head office, Gråbrödersgatan 2, Malmö A. NOTICE OF ATTENDANCE Shareholders who wish to attend the Meeting must be recorded in the printout of the share register maintained by the Swedish Securities Register Centre (“VPC”) made as of Monday 1 March 2004. Shareholders must also notify the Company of their intent to attend the Meeting at address: Aspiro AB, “Extraordinary General Meeting of Shareholders”, Gråbrödersgatan 2, 211 21 Malmö, Sweden, or by fax +46 40 57 97 71, or by e-mail: firstname.lastname@example.org, not later than 4 p.m. on Friday 5 March 2004. When giving notice of attendance, the shareholder shall state name, personal registration number (corporate identity number), address and telephone number. Proxy and representative of a juridical person shall submit documents of authorization before the Meeting. In order to participate in the proceedings of the Meeting, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with VPC prior to Monday 1 March 2004. Such shareholder should notify the banker or broker in due time before said date. B. AGENDA OF THE MEETING Proposal for Agenda 1. Opening of the Meeting. 2. Election of Chairman of the Meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons to attest the minutes. 6. Determination of compliance with the rules of convocation. 7. Presentation of copies of the most recent annual report and auditor’s report and the Board of Director’s reports in accordance with the Swedish Companies Act, Chapter 4, Sections 4 and 6, and the auditor’s statement on the reports. 8. Approval of the resolution of the Board of Directors regarding a non-cash issue. 9. Closing of the Meeting. Proposal for authorization for the Board to decide upon non-cash issue of shares On February 23 2004, Aspiro's Board of Directors has decided to issue at the most 5,664,133 new shares to the shareholders and option owners of Emode AS. The dilution effect on Aspiro’s share capital will be approximately 18 percent before the implementation of the directed share issue, which the Board has decided upon earlier (with reservation for the approval of the extraordinary general meeting). The shares will be paid for in kind with about 86 percent of all shares/options in Emode. The remaining shares in Emode will be acquired with a cash sum of SEK 2.5 million. There is also an additional purchase price corresponding the profit that Emode will generate during 2004. The issue price for the new shares has been fixed at SEK 3.582 per share, which corresponds to Aspiro's average market value during the period February 9-20, which is considered a reasonable time period before and after the time when the acquisition was publicly announced. The new shares will carry the same rights as previous shares in Aspiro. The purpose of the non cash issue is to make the acquisition of Emode possible with a part payment in Aspiro-shares. The Board proposes the extra general meeting to approve the Board’s decision. C. AVAILABLE DOCUMENTATION The complete proposals from the Board of Directors will, together with documents pursuant to the Swedish Companies Act, be available as of 26 February 2004 at the Company’s head office and on the web site of Aspiro for shareholders wishing to examine these and will be sent to shareholders having given notice of attendance at the Meeting. Malmö in February 2004 The Board of Directors