Proposal to Extraordinary General Meeting of Shareholders

Proposal from the Board of Directors to the Extraordinary General Meeting of Shareholders in Aspiro AB (publ)

The Board of Directors of Aspiro AB (publ) has submitted the following proposals to the Extraordinary General Meeting of Shareholders to be held on Friday 8 August 2003, at 10.00 a.m., at the Company’s premises on Gråbrödersgatan 2 in Malmö: · Proposal for consolidation of shares (reverse split) in the proportion 200:1 and an amendment of the Articles of Association connected thereto, leading to an increase of the par value of a share from SEK 0.02 to SEK 4.00. In order for the share capital to be equally divisible with 200, the Meeting is proposed to approve the resolution of the Board of Directors to issue 114 new shares at par value to the shareholders warranting the execution of the consolidation. · Proposal for amendment of the Articles of Association, meaning that the share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000. · Proposal for reduction of the share capital by SEK 9,938,742 and a coherent amendment of the Articles of Association leading to the par value of a share being reduced from SEK 4.00 to SEK 2.50. · Proposal for authorization for the Board of Directors to decide upon new issue of shares with preferential rights for the shareholders. During the first six months the income development in Aspiro and Mobilehits has been less than anticipated and Aspiro needs capital to secure its financial position. The acquisition of Mobilehits will make it possible for Aspiro to increase the income but will also result in an increase of business related costs and integration costs. The new group intends to make certain aggressive investments in order to achieve an income increase by the end of the year. Inter alia there are efforts to extend the portal business of Mobilehits, which will give a more direct contact with the end users. Another incentive for a new share issue is to strengthen the company’s financial position at prospective acquisitions in the future. Aspiro is continuously discussing co-operation and structural transactions with other branch companies. · In view of the acquisition of Mobilehits the Board of Directors proposes that Ulf Hubendick and Göran Strandberg are elected members of the Aspiro Board. Ulf Hubendick, Vice President Cap Gemini Ernst & Young Nordic, has in his career inter alia been President of Indevo and thereby participated in many of the larger restructurings of Swedish companies. Ulf Hubendick owns 529,085 shares in Mobilehits and will thereby be the owner of 35,448,695 shares in Aspiro, corresponding to approximately 3% of the total number of shares in Aspiro after the acquisition of Mobilehits. Göran Strandberg, Prosper Capital Fund, has in his career been manager for the Nordic operation of Cisco Systems; he has also had several positions within the Nokia group and been a member of the Board of Novestra. Göran Strandberg is a board member of Debitek and Sapio as well as deputy member of Tradedoubler. Göran Strandberg holds no shares in Mobilehits. For further details, please contact: Johan Lenander, Chairman of the Board of Directors, Aspiro AB, tel. +46 708 21 80 01; e-mail: johan.lenander@aspiro.com Extraordinary General Meeting of Shareholders in Aspiro AB (publ) The Shareholders of Aspiro AB (publ), 556519-9998, are hereby invited to attend the Extraordinary General Meeting of Shareholders (“the Meeting”) to be held according to the following. Date: 8 August 2003 Time: 10.00 a.m. Venue: Aspiro’s premises, Gråbrödersgatan 2, Malmö 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 Tuesday 29 July 2003. 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 Monday 4 August 2003. 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 Tuesday 29 July 2003. 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, Section 4 and Chapter 6, Section 2, and the auditor’s statement on the reports. 8. Approval of the resolution of the Board of Directors regarding a new share issue. 9. Resolution regarding consolidation of shares. 10. Amendment of the Articles of Association (limits of the share capital). 11. Resolution regarding reduction of the share capital. 12. Resolution regarding authorization for the Board of Directors to decide upon new issue of shares with preferential rights for the shareholders. 13. Election of members of the Board of Directors. 14 Closing of the Meeting. Proposal for a resolution to approve of a new share issue (directed placement) (item 8 on the agenda) Due to the proposal for a resolution to consolidate shares, the Board of Directors, intending to equalize the share capital to a number equally divisible with 200, has resolved to issue 114 new shares at par value to those main shareholders giving additional shares to other shareholders in connection with the consolidation. Proposal for a resolution regarding consolidation of shares (item 9 on the agenda) The Board of Directors proposes that the Meeting resolves to amend § 5 of the Articles of Association so that the par value of a share is increased from SEK 0.02 to SEK 4.00, meaning a consolidation of shares (reverse split) in the proportion 200:1, whereby 200 existing shares are consolidated into one (1) new share. For the validity and execution of the resolution, it is presumed that shareholders whose shareholdings are not equally divisible with 200, will, free of charge, obtain additional shares from larger shareholders up to the nearest higher 200 number of shares. Erik Mitteregger and Johan Lenander have undertaken to provide the number of share required for this purpose. The consolidation is expected to be executed on 22 August 2003. The Board of Directors’ proposal requires a resolution by the Meeting supported by shareholders holding at least two-thirds of the shares voted as well as two-thirds of all shares present or represented at the Meeting. Proposal for an amendment of the Articles of Association (limits of the share capital) (item 10 on the agenda) The Board of Directors proposes that the Meeting resolves to amend § 4 of the Articles of Association meaning that the share capital shall be not less than SEK 15,000,000 and not more than SEK 60,000,000. Proposal for a resolution regarding reduction of the share capital (item 11 on the agenda) The Board of Directors proposes that the Meeting resolves to amend § 5 of the Articles of Association so that the par value of a share is reduced from SEK 4.00 to SEK 2.50. The amendment will lead to a reduction of the share capital by SEK 9,938,742, after an accomplished issue in kind to the shareholders of Mobilehits (resolved by the Board of Directors on 8 July 2003) and after an accomplished new issue and consolidation of shares according to the above. The reduction shall be effected by allocation of a corresponding amount to the reserve fund and be accomplished by reducing the par value of the shares, according to the above, without any repayment to the shareholders. The Board of Directors’ proposal requires a resolution by the Meeting supported by shareholders holding at least two-thirds of the shares voted as well as two-thirds of all shares present or represented at the Meeting. Proposal for authorization for the Board to decide upon new issue of shares with preferential rights for the shareholders (item 12 on the agenda) The Board of Directors proposes the Meeting to authorize the Board of Directors to decide, on one or several occasions during the period up to and including the next Annual General Meeting of Shareholders, that the share capital of the Company shall be increased by new issue of shares at a total issue amount of approximately SEK 30,000,000 (thirty million). The shareholders shall have preferential rights to the issue. Payment for the new shares shall be made in cash. The new shares shall as regards dividend and in all other respects carry the same right as the previously issued shares in the Company. The Board of Directors shall have the right to determine other terms and conditions for the issue. Proposal for a resolution regarding new election of members of the Board of Directors (item 13 on the agenda) In view of the acquisition of Mobilehits, the Board of Directors proposes that Ulf Hubendick and Göran Strandberg are elected as members of the Board of Aspiro. Ulf Hubendick, Vice President, Strategic Marketing & Sales, Cap Gemini Ernst & Young, has in his career also been President of Indevo and thereby participated in many of the larger restructurings of Swedish companies. Ulf Hubendick owns 529,085 shares in Mobilehits and will thereby be the owner of 35,448,695 shares in Aspiro, corresponding to approximately 3% of the total number of shares in Aspiro after the acquisition. Göran Strandberg, Prosper Capital Fund, has in his career been manager for the Nordic operation of Cisco Systems and has had several positions within the Nokia group. Göran Strandberg is also a board member of Debitek and Sapio as well as deputy member of Tradedoubler. Göran Strandberg holds no shares in Mobilehits. As previously announced, Håkan Persson will resign from the Board of Directors in connection with the new election of Hubendick and Strandberg. Johan Lenander and Erik Mitteregger will remain members of the Board. C. AVAILABLE DOCUMENTATION The complete proposals from the Board of Directors will, together with documents pursuant to the Swedish Companies Act, be available as of 25 July 2003 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 in July 2003 - The Board of Directors