ANNUAL GENERAL MEETING IN ASPIRO AB (publ)

The Board of Directors of Aspiro AB hereby invites the shareholders of Aspiro AB (publ), reg no 556519-9998, to attend the Annual General Meeting to be held as follows: Date Thursday 11 May 2006 Time 4.30 p.m. Venue Aspiro’s office at Östermalmsgatan 87 D in Stockholm

A. NOTICE OF ATTENDANCE Shareholders who wish to attend the Annual General Meeting must be recorded in the printout of the share register maintained by the Swedish Securities Register Centre ("VPC"), made as of Friday 5 May 2006. Shareholders must also notify the Company of their intention to attend the Annual General Meeting at the address: Aspiro AB, “AGM 2006”, Östermalmsgatan 87 D, 114 59 Stockholm, Sweden, or by fax +46 8-441 19 10, or by e-mail to shareholdersmeeting@aspiro.com or on the company’s web site www.aspiro.com, not later than 4 p.m. on Friday 5 May 2006. When giving notice of attendance, the shareholder shall state name, personal code 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. Such re-registration must be made not later than Friday 5 May 2006 and the nominee should therefore be notified in due time before said date. B. AGENDA 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 agenda. 5. Election of persons to check the minutes. 6. Determination of compliance with the rules of convocation. 7. The Managing Director’s report. 8. Presentation of the Annual Report, the Auditor’s Report and the Consolidated Financial Statements and the Group Auditor’s Report as at 31 December 2005. 9. Resolutions regarding a) adoption of the Statement of Income and the Balance Sheet and the Consolidated Statement of Income and the Consolidated Balance Sheet as at 31 December 2005, b) appropriation of the Company’s profit/loss according to the adopted Balance Sheet and relevant amendments of the Articles of Association c) discharge from liability of the Board of Directors and the Managing Director. 10. Establishment of the number of members and deputy members of the Board of Directors. 11. Establishment of fees to the Board of Directors. 12. Election of board members. 13. Election of a Nomination Committee. 14. Proposal for authorization of the Board of Directors to resolve on a new issue. 15. Resolution regarding the issue of warrants and approval of transfer of warrants to employees (employee incentive program). 16. Resolution regarding the issue of warrants. 17. Closing of the Meeting. Appropriations (item 9b) The Board of Directors recommends that the loss of the year of -SEK 94,457,698 in its entirety shall be covered by transfers from the reserve fund. Proposal for a resolution regarding board members and fees to the Board of Directors (items 10-12) The Nomination Committee, consisting of Johan Lenander (convenor without a voting right), Christian Ruth (Schibsted), Marianne Nilsson (Robur) and Ulf Strömsten (Catella), has informed the company of its intention to propose the Annual General Meeting that the Board of Directors shall consist of five members and one deputy member according to the following. Re-election of the board members Ulf Hubendick, Johan Lenander, Erik Mitteregger, Gunnar Strömblad and Christian Ruth and the deputy member Gisle Glück Evensen. Further, it is proposed that the fees to the Board of Directors shall amount to a total of SEK 225,000 to be distributed as follows: SEK 150,000 to the Chairman of the Board and SEK 75,000 to be distributed among the other board members, who are not employed in the Aspiro or Schibsted Group, according to the decision of the Board of Directors. Proposal for election of a Nomination Committee (item 13) Shareholders have announced the following proposal for election of a Nomination Committee. A Nomination Committee shall be elected annually consisting of one representative of each of the three major shareholders of the Company as at 30 September each year. The majority of the members shall not be board members. The constitution of the Nomination Committee shall be published at the latest in connection with the third quarterly report of the Company. The representative of the major shareholder shall be convenor. The members of the Nomination Committee shall elect from among their own number a chairman, who primarily shall not be a board member, unless the Nomination Committee does not agree otherwise. Should a shareholder decline to participate in the Nomination Committee, a representative resign before the work of the Nomination Committee is completed or a shareholder should sell all or part of its holdings and thereby no longer be one of the major shareholders of the Company, the representative of such shareholder shall hand in a formal resignation and the seat be offered the major shareholder, who has not yet appointed a representative of the Nomination Committee. Moreover, the Nomination Committee may, if appropriate, decide to offer additional seats of the Nomination Committee to a new major shareholder appearing after 30 September. The Nomination Committee shall not be entitled to any fees. Reasonable costs, if any, arising in connection with the work of the Nomination Committee shall be remunerated by the Company. If the Nomination Committee finds it necessary, the Nomination Committee shall have the possibility to engage consultants for assistance in its work, subject to the approval of the Board of Directors (in respect of costs). The task of the Nomination Committee shall be to submit proposals to the Annual General Meeting for (i) elections of board members and fees to the Board of Directors, distributed among the chairman and the other board members and remuneration, if any, for committee work, and (ii) election of auditors and auditors’ fees. The Nomination Committee shall further carry out its task according to applicable terms. These terms for the Company’s Nomination Committee shall apply until the Annual General Meeting resolves otherwise. Proposal for authorization of the Board of Directors to resolve on a new issue (item 14) The proposal of the Board of Directors means that the Board of Directors shall be authorized, on one or several occasions before the next Annual General Meeting, to resolve on a new issue of shares without any preferential rights of the former shareholders, against cash payment, by set-off or contribution in kind. The authorization shall refer to 19 million shares, equivalent to approx. 9 % of the share capital at full exercise, to be utilized only in connection with the acquisition of business or company. Further, the issue must be made at a fair market price only. Employee incentive program (item 15) In order to implement the employee incentive program resolved at the Annual General Meeting 2005, the Board of Directors has proposed the Meeting to resolve to issue warrants and to approve a transfer of warrants according to the following. The proposed employee options shall be a supplement to the program resolved by the Annual General Meeting 2005 containing 10 million options, of which only 7.9 million has been allotted. The proposal mainly means that a wholly-owned subsidiary of Aspiro may subscribe for 2.1 million warrants, free of charge, entitling to subscription for the equivalent number of shares in Aspiro. Subscription for the warrants shall be made by 1 November 2006, at the latest. Subscription for new shares may be made during a period of 36 months from subscription of the warrants at a subscription price equivalent to 125 per cent of the Company’s volume based average share price 10 trading days prior to the date of subscription for the warrants. The subsidiary shall within the scope of the incentive program transfer the warrants to those key employees in the Aspiro Group who have obtained employee options for immediate subscription for new shares in Aspiro. The employee incentive program shall contain maximum 2.1 million employee options to be offered key employees in the Aspiro Group free of charge. Allotment of employee options shall take place before 1 November 2006 and those comprised by the program may exercise the options by one-third as from the anniversary of the allotment each year, starting in 2007. Each employee option entitles to obtain one warrant of series 2006/2009, for immediate subscription for new shares in Aspiro. The redemption price shall correspond to the subscription price according to the warrants. The maximum undertaking of the employer for social security taxes shall amount to MSEK 2.1 (distributed on a pro rata basis among all warrant holders). The warrant holder himself shall cover any additional costs by paying a higher redemption price. The employee options are not transferable and will mature at the termination of the employment (with some exceptions). Allotment of employee options shall be made by the Board of Directors to one person in the management group and to approx. 10-15 key employees who have not earlier obtained employee options (with the exception of three persons who have been promoted) with maximum 500,000 options each and a total of maximum 2.1 million. The CEO shall not obtain any employee options. The reason for not granting preferential rights to the shareholders is that the Company wishes to introduce an incentive program for senior executives and key employees in the group, whereby they will be offered the opportunity to take part of an increase in value of the Aspiro share. This is expected to promote efficiency and margins, increase profitability and shareholders’ capital earnings and to stimulate a continued company loyalty over the coming years. The incentive program is also expected to contribute to the Aspiro Group being able to recruit and keep competent collaborators. The terms for the subscription have been established taking into consideration the object of the issue and to ensure the supply of warrants in the Company according to the incentive program. Aspiro’s cost at full exercise of the warrants is estimated to a maximum of MSEK 2.1. The costs refer to social security payments. The proposal has been prepared and proposed to the Board of Directors by representatives of Schibsted and Erik Mitteregger, together representing approx. 46 % of the shares and the votes in the Company and is also supported by the shareholders who are represented in the Nomination Committee. Warrants (item 16) The proposal of the Board of Directors for a resolution means that the Meeting adopts a resolution regarding the issue of 1,000,000 warrants to the Company’s CEO Johan Lenander with a right to subscribe for the equivalent number of shares in Aspiro. The warrants may be subscribed for at a fair market price calculated according to Black & Scholes model. Subscription shall take place by 1 November 2006 at the latest. Subscription for new shares shall take place during a period of 24 months from the date of subscription for the warrants at a subscription price corresponding to 150 per cent of the Company’s volume based average share price 10 trading days prior to the date of subscription for the warrants. The proposal of the Board of Directors has been prepared by the Board without any assistance of the chairman. At full exercise of the warrants, the share capital may be increased by a total of maximum SEK 1,760,000 corresponding to approx. 0.5 % of the Company’s share capital after full exercise. At full exercise of the recommended issue of warrants within the scope of the employee incentive program according to item 15 on the agenda, the share capital may be increased by a total of maximum SEK 3,696,000, equivalent to approx. 1.1 % of the Company’s share capital after the exercise. Together with previous programs, the programs correspond to approx. 4.1 % of the Company’s share capital after full exercise. The new warrants will affect the share key ratio profit (2005) by 1 Swedish öre (SEK 0.01). At present senior executives (not CEO) and key employees are comprised by the employee incentive programs of 7.9 million shares to be subscribed for up to and including 13 May 2008 at a subscription price of SEK 3.77. Further, the previous CEO of the Company is comprised by an incentive program of 17,956 shares to be subscribed for up to and including 15 May 2006 at a subscription price of SEK 24.13 and the present CEO is comprised by an incentive program of 1,000,000 shares to be subscribed for up to and including 1 July 2006 at a subscription price per share of SEK 3.10. C. AVAILABLE DOCUMENTS ETC The proposal of the Board of Directors for an authorization is subject to the resolution of the Meeting being supported by shareholders representing at least two-thirds of the shares voted and represented at the Meeting. The proposals of the Board of Directors for an incentive program and an issue of warrants are subject to the resolution of the Meeting being supported by shareholders representing at least nine-tenths of the shares voted and represented at the Meeting. Accounting documents and the auditor’s report as well as the complete proposals of the Board of Directors for resolutions according to items 14-16 will as from 27 April 2006 at the latest be available at the Company and be distributed to shareholders at request and to those who have given notice of their intention to attend the Meeting. In addition, the documents and the proposals will be available on the Company’s web site www.aspiro.com. Malmö in April 2006 The Board of Directors ASPIRO AB This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.