Ordinary General Meeting of Shareholders in Aspiro AB (publ)

The Board of Aspiro AB (publ), 556519-9998, hereby give notice of an ordinary general meeting of shareholders to be held as follows:

Date: 18 May 2000 Time: 13.00 hrs. Venue: Aspiro, Borgmästaregatan 18, Karlskrona, Sweden A. RIGHT TO PARTICIPATE IN THE MEETING Shareholders who wish to participate in the general meeting of shareholders shall, on the one hand, be entered in the shareholder register maintained by VPC AB [The Securities Register] as on Monday 8 May, 2000 and, on the other hand, shall give notice of their intention to attend, to the company at the address: Aspiro AB, "Bolagsstämma" Gråbrödersgatan 2 SE-201 21 Malmö, Sweden or by telefax on +46 40-57 97 71, or by e-mail: shareholdersmeeting@aspiro.com, no later than by 15 May 2000, at 16.00 hrs. Upon notifying, the shareholder shall state his/her name, Personal ID-number (registration number), address and telephone number. Proxies and representatives for legal persons shall submit their documents of authority prior to the meeting. Shareholders who have allowed their shares to be registered with a trustee must, before 8 May 2000, through the trustee, arrange for temporary registration of the shares in their own name in order to be able to participate in the meeting. Such shareholders must advise the trustee to this effect in good time prior to the meeting. B. MATTERS FOR THE MEETING Proposed agenda 1. Opening of the meeting. 2. Election of the meeting´s chairman. 3 Drawing up and approval of the electoral register. 4. Approval of agenda. 5. Election of two members to check the minutes. 6. Examination of whether the meeting has been properly convened. 7. Managing Director´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 Profit and Loss Accounts and Balance Sheet together with Group Profit and Loss Accounts and Group Balance Sheet, all as at 31 December 1999; (b) allocations regarding the company´s profits according to the adopted Profit and Loss Accounts; (c) discharge from liability for members of the Board and deputy members of the Board. 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 fees payable to the auditors. 14. Election of auditor and deputy auditor. 15. Resolution regarding amendment to the options conditions governing subscription options 1999/2001:2. 16. Resolution regarding transfer of subscription options to Aspiro Trust (US). 17. Resolution regarding the division of shares (so-called ´split´) and related amendment to the articles of Association 18. Authorisation of the Board to adopt a resolution regarding a new issue of shares. 19. Amendment to the Articles of Association. 20. Closing of the meeting. Proposal for chairman of the meeting It is proposed to nominate the lawyer, Pontus Kågerman as chairman of the meeting. Proposal for election of the Board and auditors, as well as proposal governing fees (items 10-14 on the agenda). Shareholders jointly representing c. 40 per cent of the shares and votes in the company, have proposed the following: Board and fees The number of Board members shall be 5. Fees shall not be payable to the Board. Re-election is proposed in respect of the following members of the Board: Tomas Althén, Sven-Åke Bergkvist, Lars Bruzelius, Klas Hallqvist and Stig Herbern. Auditors and fees It is proposed that the new regular auditor shall be the chartered accountant Ingvar Ganestam, Ernst & Young, Malmö. As deputy auditor it is proposed that the chartered accountant Thomas Almqvist, Ernst & Young, Karlskrona, be appointed. The auditors shall be appointed for a four-year term of office and shall receive payment against submitted invoices. Amendment to options conditions regarding subscription options 1999/2001:2 (item 15) The Board proposes that the options conditions for the subscription options 1999/2001:2 be amended in such a manner that the options holders shall possess the right to subscribe for 3 1/3 new shares at a subscription rate of SEK 9 per share, during the options period. The general meeting of shareholders resolved on 11 August 1999 to issue a promissory note associated with 100 000 options rights regarding new subscription in respect of the subsidiary Wherever Finans AB. The objective was to transfer the options rights to employees, members of the Board and other key persons within Aspiro. According to the options conditions, each options right affords the right to subscribe for one share with a face value or 10 öre, at a subscription price of SEK 30. On 25 August 1999 Wherever Finans transferred 70 000 subscription options. At the same general meeting of shareholders, the meeting resolved to increase the company´s share capital by SEK 350 000 by means of a scrip issue. The objective behind the options programme has been for the subscription options to relate to options prior to a scrip issue, at which each options right had, with the application of normal conversion rules, been associated with the right to subscribe in respect of each options right, for 3 1/3 shares with a face value of 10 öre at a subscription price of SEK 9. Upon transference of the subscription options the price of the subscription options has been determined with a point of departure being taken in the subscription options relating to options prior to a scrip issue, which is thus also the price that each acquirer has paid for the subscription options and for which they have also received a settlement note. The Board proposes that the options conditions be amended in order to reflect the conditions under which the subscription rights have actually been transferred. The dilution effect upon full exploitation corresponds to 4.29 per cent of the present share capital as well as the number of votes and, upon the adoption of the options programme, would have corresponded to a dilution effect of 6.67 per cent. Resolution calling for a decision to transfer subscription options to Aspiro (US) (item 16) The Board proposes that the general meeting of shareholders gives its approval for Wherever Finans AB to be given the right, in one of more instances, to transfer options rights in the series 1998/2000, 1999/2001:1, 199/2001:2 as well as 2000/2002:1, 2000/2002:2, 2000/2002:3 and 2000/2002:4 to the employees foundation Aspiro Trust (US) in the process of establishment, for further transference of newly subscribed shares to employees in the subsidiary Aspiro Inc. Aspiro has issued the subsidiary Wherever Finans AB an instrument of debt associated with options rights in the stated series. The options rights shall be separated from the instrument of debt by Wherever Finans AB, and shall be forwarded on to employees, leading decision-makers and other key personnel in the Aspiro Group. The Board intends to resolve to introduce an incentive programme for employees of the subsidiary Aspiro Inc (in the process of changing its name). The Board does not consider that the options programme that exists for employees in Sweden is appropriate for the USA market. The Board therefore intends to resolve that employees in the USA receive purchase options in respect of shares in Aspiro AB that are issued by an American personnel foundation that is to be established for the purpose and that is to own the shares in Aspiro AB. It is proposed that the general meeting of shareholders approves the transfers of subscription options described above, to Aspiro Trust, and that Aspiro Trust shall possess the right to transfer the shares that are subscribed through the application of the subscription options, on to employees in Aspiro Inc., and that the Board of Aspiro AB and/or the Board of Aspiro Inc., shall possess the right to decide upon the allocation of options rights to employees in Aspiro Inc. Resolution regarding the division of shares (so-called ´split´) s and an amendment to the Articles of Association (item 17) The Board proposes that the face value of the company´s shares through splitting, be lowered from ten öre per share, to two öre per share, by which each owner of shares shall be entitled, in exchange for one share with a face value of ten öre, to receive - free of charge - five new shares with a face value of two öre each, and that the Articles of Association be amended accordingly. Authorisation of the Board to adopt a resolution regarding a new issue of shares (item 18) The proposal involves the general meeting of shareholders authorising the Board to adopt one of more resolutions during the period of time up to the next ordinary general meeting of shareholders, to increase the company´s share capital by a maximum of SEK 200 000 through the new issue of a maximum of 10 000 000 shares with a face value of SEK 0.02 per share. The issue shall be effected with payment by means of setoff or payment in kind as well as by departure from previous shareholders´ prior rights. The issue price shall be calculated on the basis of the market. The aim of the authorisation is to afford the company financial preparedness upon, or prior to, future investments and acquisitions. Amendment to the Articles of Association (item 19) The proposal involves minor amendments to the Articles of Association being implemented. By means of the proposal it will be possible to hold additional meetings of shareholders in Malmö, Stockholm, Gothenburg and Karlskrona. In addition the rule regarding the limitation to the number of votes shall be removed and the period of notification of a general meeting of shareholders shall be amended to correspond to the rules of the Joint Stock Company Act. There shall otherwise be made minor alterations of a linguistic and editorial nature. C. AVAILABLE DOCUMENTS The accounts documents and auditor´s report, as well as documents relating to other matters at the general meeting of shareholders, shall be made available from and including Thursday, 4 May 2000, at Aspiro AB, to those shareholders who wish to have these, and shall also be sent to shareholders who so request. Malmö, April 2000 The Board of Directors