Report from the Extraordinary General Meeting of Aspiro AB (publ)
The proposals from the Board of Directors, on authorization for the Board of Directors to decide on a new share issue and staff stock options, were approved by Aspiro’s Extraordinary General Meeting (EGM), which was held on Monday, 10 October 2011.
Authorization for the Board of Directors to Decide on a New Share Issue
The EGM approved the Board of Directors’ proposal to authorize the Board of Directors to decide, on one or several occasions before the next Annual General Meeting, on new share issues with or without preferential rights of existing shareholders against cash payment, set-off or contribution in kind, or other conditions. The authorization involves shares equivalent to maximum 10 % of the share capital. The purpose of the authorization and the reason to deviate from the preferential rights of existing shareholders, is to enable acquisitions of companies or products through payment in shares, but also to ensure suitable capital contributions to the company to finance the company’s operations, and to enable a broadening of the ownership base of the company. A share issue may only be made at market price. Other terms are decided by the Board of Directors, but must be adjusted to the conditions of the market.
Staff Stock Options
The EGM resolved on the proposal of the Board of Directors on a new staff stock option plan, involving decision on the issue of warrants and approval of the transfer of warrants and/or shares to employees.
The staff stock option plan will involve a maximum of 5 million options, with the Chief Executive Officer receiving 20 % of the options, other members of the corporate management each receiving up to 10 % of the options, and other key employees (currently about 10 persons) each receiving up to 5% of the options. The options will be granted free of charge and may be utilized 1 October – 31 December 2014, provided that the holder remains an employee of the group. Every option will, at a price corresponding to 115 % of the share’s volume-weighted average price ten trading days after the EGM, entitle the holder to acquire the corresponding number of Aspiro shares or options for immediate subscription of a share in Aspiro. The maximum benefit that may arise for the employees participating in the option plan shall be not more than five times the subscription price. Should the benefit be greater, the employee may not utilize remaining options.
To ensure due fulfillment of the company’s commitments relating to the staff stock option plan, the meeting resolved to issue 5 million warrants without payment to a wholly owned subsidiary to Aspiro AB on basically the equivalent terms as the staff stock options. The subsidiary may, pursuant to the staff stock option plan, transfer the warrants to employees that have received and utilizes staff stock options, for immediate subscription of shares in Aspiro AB.
This is information that Aspiro AB (publ) is required to disclose under the Securities Exchange and Clearing Operations Act and or the Act on trading in financial instruments. It was released for publication October 10, 2011 at 12:30 pm.
For more information, please contact: Kristin Castillo Eldnes, Head of Corporate communication and IR of Aspiro, +47 908 07 389, or Gunnar Sellæg, CEO of Aspiro, +47 901 81 528, .
Aspiro has unique positioning as the world’s only provider of complete TV and music streaming services for partners that want to put their own branding on the service. Aspiro also provides the music streaming service WiMP directly to consumers on selected markets. Aspiro has over ten years’ experience in mobile technology and retail in northern Europe, and delivers services to partners worldwide like Deutsche Telekom, Telefónica O2, Telenor, 3, TeliaSonera, the BBC, Aftonbladet, mBlox, TVNorge, Entel and VG. Aspiro is listed on Nasdaq OMX Nordic Exchange Stockholm. Sales for continuing operations in 2010 were SEK 262m and the company has some 120 employees.