Aspiro acquires Cellus - Notice to Extraordinary General Meeting

- Today, the Board of Directors of Aspiro have entered into an agreement to acquire Cellus, a mobile services company with operations in Sweden, Norway, Spain and the United Kingdom. - Cellus reported net revenues and operating profit for the year 2003 of SEK 128.3 million and SEK 13.0 million respectively. - After the acquisition, Aspiro will have a leading position on the Scandinavian market for mobile entertainment services, which will improve the company’s possibilities for further expansion. - The purchase price amounts to SEK 125.8 million and consists of a cash consideration of SEK 61.3 million and 28,675,000 newly issued shares in Aspiro. - Aspiro will finance the cash consideration by means of a rights issue in Aspiro of approximately SEK 80.3 million. 100 percent of the rights issue subscription amount is secured with guarantees. - The acquisition and the rights issue are conditional upon the approval of the Extraordinary General Meeting in Aspiro. - Closing of the acquisition is estimated to July 2004.

Today, Aspiro has today entered into an agreement to acquire Cellus at a purchase price of SEK 125.8 million, of which SEK 61.3 million shall be paid in cash to the shareholders in Cellus and SEK 64.5 million shall consist of newly issued shares in Aspiro. The newly issued shares in Aspiro directed to the shareholders in Cellus amount to 28,675,000 shares (the newly issued shares are issued at SEK 2.25 per share). The acquisition is conditional upon approval of the Board of Directors’ decision by the Extraordinary General Meeting in Aspiro. The Board of Directors of Aspiro hereby gives notice of the Extraordinary General Meeting in Aspiro to be held on June 3, 2004 (see enclosed notice). Cellus was founded in February 2000 and provides mobile entertainment applications and services to end-users in Sweden, Norway, Spain and the United Kingdom. The company’s services are distributed to end-users via distribution channels such as newspapers, TV, radio, web and WAP portals. In 2003, Cellus reported net revenues, operating profit and profit after tax of SEK 128.3 million, SEK 13.0 million and SEK 12.6 million respectively. Approximately 40 percent of the total net revenues in 2003 were generated in Norway. The company’s shareholders’ equity and net cash position (interest-bearing assets adjusted for interest-bearing liabilities) as of December 31, 2003, amounted to SEK 16.6 million and SEK 5.5 million respectively. Cellus has 33 employees. During the first quarter of 2004, Aspiro´s reported net revenues and EBITA of SEK 11.7 million and SEK –3.7 million respectively. The company adheres to its prognosis that positive cash flow will be reached on a monthly basis during 2004, excluding Cellus. The Board of Directors’ is of the opinion that the acquisition of Cellus will contribute further to Aspiro’s earnings development via Cellus’s current earning capacity as well as the estimated cost synergies. The acquisition will also result in a considerable increase of revenues in Aspiro. ”Size matters,” says Johan Lenander, working chairman of Aspiro. ”By acquiring Cellus, previously a competitor to Aspiro, we will reach a size, with regards to net revenues, competence, products as well as customers, that will make us to the leading player on the Scandinavian market for mobile entertainment services. Our capacity to engage in larger projects will improve due to the increased size of our operations and we will also constitute a stronger party in relation to our customers and suppliers.” Rights issue in Aspiro In order to finance the cash consideration to the shareholders in Cellus, Aspiro will carry out a new share issue with preferential rights for existing shareholders in Aspiro. 100 percent of the rights issue subscription amount is secured with guarantees. All of the Swedish institutions that participated in Aspiro’s directed share issue during the first quarter 2004 have indicated their support for the acquisition and that they are positively inclined to subscribe for the rights issue. The terms of the rights issue are briefly as follows (complete terms will be announced at a later date): - One (1) existing share in Aspiro entitles to subscribe to one (1) newly issued share. - The record date for the rights issue has been set to June 10, 2004. - The subscription price is set at SEK 2.00. - Following the rights issue, the number of outstanding shares in Aspiro will increase by 40,143,479 shares, and Aspiro will be provided with approximately SEK 80.3 million before transaction costs. Following the rights issue and the share issue directed to the shareholders in Cellus, the outstanding shares in Aspiro will increase by 68,818,479 shares from 40,143,479 shares to 108,961,958 shares. After the transaction, the existing shareholders in Cellus will hold approximately 26.3 percent of the capital and votes in Aspiro. Background and reasons Aspiro believes that there are good opportunities to realize considerable revenue and cost synergies by means of acquisitions and mergers. During the past year, Aspiro has been actively involved in the consolidation process with the acquisitions of Mobilehits and Emode. In the first quarter of 2004, the company carried out a directed share issue to a number of major Swedish institutional investors. The main objectives with the directed share issue were to improve Aspiro’s financial capacity, increase the institutional ownership and to be an active player in the consolidation of the Scandinavian market for mobile entertainment services. It is the Board of Directors’ opinion that the acquisition of Cellus will benefit both the company and its shareholders. The acquisition is motivated by, among others, the following reasons: - The industry for mobile entertainment is currently fragmented, with many small and medium-sized players. After the acquisition, Aspiro will become the leading player in Scandinavia. - Cellus has a strong market position within TV and printed media and has well-established and long-term customer relationships with many of the most important customers/partners on the market. - Impressive financial development. Ever since the company’s foundation in 2000, Cellus has experienced strong organic growth and has had focus on profitability. - The acquisition is expected to generate considerable cost synergies with regard to both operations and external suppliers. Ownership after the acquisition Provided that the Extraordinary General Meeting in Aspiro approves the Board of Directors’ decision, Aspiro’s existing shareholders (under the assumption of full subscription from existing shareholders in the rights issue) will hold 73.7 percent of the capital and votes in Aspiro after the new issues. Cellus’s three largest shareholders are Investra ASA (36.8 percent), the managing director Erik Hansen (12.7 percent) and Odd Winger (10.8 percent). In total, these shareholders hold 60.3 percent of the shares in Cellus. Following the new issues, Investra ASA will become Aspiro’s largest shareholder with a holding of 9.7 percent. Investra ASA is a Norwegian investment company focused primarily on IT companies and real estate. Investra ASA believes that Aspiro has promising prospects and intends to remain as shareholder. All shareholders in Cellus have signed a lock-up agreement not to sell any of their Aspiro shares before December 1, 2004. Terms for the completion of the transaction The transaction is conditional upon: - the Extraordinary General Meeting in Aspiro on June 3, 2004 approving the Board of Directors’ decision of a rights issue in accordance with the above stated terms. - the Extraordinary General Meeting in Aspiro on June 3, 2004 approving the Board of Directors’ decision to acquire Cellus. - the necessary approval from the Norwegian competition authority to complete the transaction. Preliminary timetable An Extraordinary General Meeting in Aspiro will be held in Stockholm on June 3, 2004. Documentation for the Extraordinary General Meeting will be made available at the company’s office at the latest by May 27, 2004. Provided that the Extraordinary General Meeting approves the Board of Directors’ decisions, the record date for participation in the rights issue will be June 10, 2004. The subscription period for the rights issue is estimated to extend from June 21 until July 2, 2004. Further information regarding the timetable will be announced at a later date. Adviser E. Öhman J:or Fondkommission AB is financial advisor to Aspiro. Malmö, May 14th 2004 Aspiro AB (publ) Board of Directors For further information, contact: Johan Lenander, Working Chairman of Aspiro ph: +46 708 21 80 01 or e-mail: johan.lenander@aspiro.com Extraordinary General Meeting of Shareholders in Aspiro (publ) Aspiro’s Board of Directors hereby invite the shareholders of Aspiro AB (publ), 556519-9998, to attend the Extraordinary General Meeting of Shareholders (“the Meeting”) to be held according to the following. Date: Thursday June 3rd 2004 Time: 10.00 am Venue: Aspiro’s office, Östermalmsgatan 87 B in Stockholm 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 May 24th 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: shareholdersmeeting@aspiro.com, not later than 4 p.m. on Thursday May 27th 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 May 24th 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 new share issue with preferential rights for the shareholders. 9. Approval of the resolution of the Board of Directors regarding a non-cash issue. 10. Closingof the Meeting. Proposal of approval of the resolution of the Board of Directors regarding a new issue of shares with preferential rights for the shareholders (item 8 on the agenda) On May 14th 2004, the Board of Directors decided to issue at the most 40,143,479 shares with preferential rights for the shareholders. One (1) old share entitles to sign one (1) new share at an issue price of SEK 2, each share has a nominal value of SEK 1.76. Record date for obtaining subscription rights is June 10th 2004. Subscription to shares shall take place during the period June 21st - July 2nd. In the event that not all shares have been subscribed for by shareholders, the Board may allocate shares to the guarantors of the issue in proportion to what each have guaranteed. The new share issue is done in order to finance the cash payment to be paid when acquiring the mobile service provider Cellus and also to cover transaction- and issue expenses. The Board proposes the Extra General Meeting to approve the Board’s decision. Proposal for approval of the resolution of the Board of Directors regarding a non-cash issue. (item 9 on the agenda) On May 14th 2004, Aspiro's Board of Directors has decided to issue at the most 28,675,000 shares at an issue price of SEK 2.25 per share, each with a nominal value of SEK 1.76. The issue is carried through with preferential rights for shareholders in MASP Technology AS, MASP AG and external shareholders in MASP Europe AG. The shares will be paid for in kind with about 51 % of the shares in MASP Technology AS and MASP AG and 361 shares in MASP Europe AG. Subscription of shares shall take place before July 31st 2004. The remaining part of about 49 % of the shares in the so called Cellus-group is intended to be acquired by cash payment of about SEK 61.3 m. The reason for the exception of the shareholders’ preferential rights is that Aspiro wants to acquire the Cellus-group that, with its competence, products and market potential, is a part of the restructuring of the market and to strengthen Aspiro’s position on the market. The issue price for the new shares has been fixed at SEK 2.25 per share, which corresponds to Aspiro's average market value during a period of ten days before the publishing of the transaction with a deduction of a theoretical economic dilution of about SEK 0.25 because of the upcoming share issue with preferential rights. Cellus’ shareholders will, after the new share issues, own about 26.3 % of all outstanding shares in Aspiro 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 as well as more information about Cellus, be available as of May 27th 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 May 14th 2004 Aspiro AB (publ) The Board of Directors