Annual General Meeting of Aspiro AB (publ)

The Board of Directors of Aspiro AB (publ), 556519-9998, hereby give notice of its Annual General Meeting to be held:

Date Friday, May 23 2003 Time 1.00 p.m. Place Salénhuset, Norrlandsgatan 15 in Stockholm A. RIGHT TO PARTICIPATE IN THE MEETING Stockholders wishing to participate in the Annual General Meeting must be entered as stockholders in the share register maintained by VPC AB (Swedish Securities Register Center) no later than Tuesday, May 13, 2003. In addition, stockholders must notify the company of their intention to attend the meeting by 4.00 p.m., Monday May 19, 2003, at the following address: Aspiro AB, "Annual General Meeting", Gråbrödersgatan 2, 211 21 Malmö, Sweden. Or by fax on +46 40 579771, or e-mail to shareholdersmeeting@aspiro.com. When giving notification, stockholders should state name, personal identity number (Swedish nationals only), address and telephone number. Persons attending the meeting on behalf of a stockholder must present a valid power of attorney to the company before the meeting. Stockholders whose stocks are registered in the names of trustees must temporarily be entered in the stock register in their own names no later than by Tuesday May 13, 2003 in order to participate in the meeting. All such persons are strongly advised to inform their trustees in good time. B. ITEMS FOR THE MEETING Proposed agenda 1. Opening of the meeting. 2. Election of the Chairman. 3. Drawing up and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons to check the minutes. 6. Examination of whether the meeting has been properly convened. 7. CEO's report. 8. Submission of the annual statement of accounts and auditor's report together with the Group statement of accounts and the Group auditor's report. 9. Resolutions regarding (a) adoption of the Income Statement and Balance Sheet together with Group Income Statement and Balance Sheet as at 31 December 2002; (b) allocations regarding the company¹s profits according to the adopted Income Statements; (c) discharge from liability for the Members of the Board and CEO. 10. Determination of the number of Members of the Board and Deputy Members of the Board. 11. Resolution regarding fees payable to the Board. 12. Election of the Board. 13. Resolution regarding authorization for the Board to issue new shares against payment in kind. 14. Resolution regarding the issuing of a promissory note with detachable warrants. 15. Resolutions regarding: (a) Nomination committee (b) Remuneration committee and (c) Audit committee 16. Closing of the Annual General Meeting. Allocations (item 9 on the agenda) The Board proposes that the Company's accumulated loss as stated in the balance sheet be covered by a transfer from the share premium reserve. Accordingly, the Board proposes that no dividend be paid for the financial year 2002. Election of the Board and fees payable to the Board (item 10-12 on the agenda) Stockholders representing more than 15 percent of the votes, have informed the company that they intend to propose the following Board of Directors at the annual general meeting: Re-election of Johan Lenander and new election of Erik Mitteregger and Håkan Persson Tomas Althén and Sven-Åke Bergkvist have declined re-election. The Board proposes that the fees payable to the Board amounts to SEK 150,000 to be divided among the members according to the resolution of the Board. After the completed acquisition of Mobilehits, additional members are expected to be elected to the Board. Authorization for the Board to adopt a resolution regarding a non-cash share issue (item 13 on the agenda) The Board’s proposal involves in short that the annual general meeting shall authorize the Board, to resolve, before September 1, 2003, to increase the company’s share capital by a maximum of 674,235,070 shares representing a dilution of the share capital of about 43-46 percent depending on level of acceptance. The right to subscribe for the new shares shall be given to the stockholders of Melody Interactive Solutions AB (“Mobilehits”). The share value of the new shares shall be determined based on the value of the Aspiro shares at Stockholmbörsen's closing on the date when the subscription of shares takes place. Payment for the new shares shall be made in kind through the contribution in kind of at least 90 percent of all shares in Mobilehits. The new shares shall, with regards to dividends and other similar matters, carry the same rights as the former shares in Aspiro AB. The new shares also include the right to a distribution of profits (if such should occur) as of the financial year 2003. The purpose of the non-cash share issue is to make the acquisition of Mobilehits possible by payment in Aspiro shares. Resolution regarding this matter is conditional upon the approval by at least 50 percent of all votes cast at the annual general meeting. Issuing of warrants for the subscription of new shares (item 14 on the agenda) The Board's proposal involves in short a resolution for the annual general meeting to issue a promissory note with a nominal value of SEK 100 connected to 1,400,000 detachable warrants for the subscription of new shares in Aspiro. Each warrant gives the right to subscribe for one new share in Aspiro at a nominal value of SEK 0.02 per share before May 15, 2006. The subscription rate shall amount to SEK 0.30 per share. The right to subscribe to the instrument shall, with disregard to the stockholders' preferential rights, be offered to the CEO of Aspiro, Håkan Persson. The subscription price for the instrument shall correspond to its nominal value plus the theoretical value of the warrants calculated in accordance with the Black & Scholes valuation model. Information regarding the value and the calculations on the date of transfer of warrants will be given to shareholders on request. The warrants shall be comprised by customary pre-emption. Upon full exercise of the warrants, the share capital may increase with at the most SEK 28,000, which corresponds to about 0.2 percent of current share capital after full dilution and about 0.1 percent after the acquisition of Mobilehits. The CEO does not participate in any other incentive programmes of the company. The dilution does not affect key ratio earnings per share, nor the key ratio shareholders' equity, other than marginally. The Boards proposal has been prepared by the Board of Directors. Resolution regarding this proposal is conditional upon the approval by at least 90 percent of all votes present and cast at the annual general meeting. Nomination-, remuneration- and audit committees (items 15 (a) - (c) on the agenda) Issue raised by the Swedish Shareholders' Association ("Aktiespararna"). Aktiespararna has proposed that the annual general meeting shall elect a nomination committee and shall give to the Board of Directors the assignment to elect an audit committee as well as a remuneration committee. C. DOCUMENTATION The account documents, auditor's report and the Board’s complete proposals calling for authorization of its decisions and all relative documentation regarding items 13 and 14 shall be available to stockholders as of Wednesday May 9, 2003 at Aspiro AB to those shareholders who wish to have copies, and shall also be sent to shareholders upon request and all shareholders that will participate at the meeting. It will also be held available at the company’s website: http://www.aspiro.com/. Malmö April 2002 Board of Directors For more information, please contact: Helena Gynnerstedt, Head of Information, Aspiro AB, tel: +46 40 630 03 18