Report from Annual General Meeting of Aspiro AB (publ)
At Aspiro’s Annual General Meeting, which took place on May 11th 2006, the following resolutions were taken.
The Annual General Meeting resolved that the Company’s accumulated loss of SEK 94,457,698, as stated in the balance sheet, shall be covered by a transfer from the reserve fund.
Election of the Board of Directors and fees payable to the Board
Ulf Hubendick, Johan Lenander, Erik Mitteregger, Gunnar Strömblad och Christian Ruth were re-elected as board members and Gisle Glück Evensen was re-elected as deputy member.
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 divided among the other board members not employed in the Aspiro or Schibsted Group, according to the resolution of the Board of Directors.
A nomination committee shall be elected annually consisting of one representative of each of the three major shareholders of the company as per 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 nomination committee shall elect among their own number a chairman, who primarily shall not be a director, unless the nomination committee does not agree otherwise.
Authorisation of the Board of Directors to resolve on a new issue
The Meeting approved of the proposal of the Board of Directors to authorise the Board of Directors, on one or several occasions before the next Annual General Meeting, to resolve on a new issue of shares, with a deviation from the existing shareholders’ pre-emptive rights, against cash payment, by set-off or contribution in kind. The authorisation will compromise a total of 19,000,000 shares, equivalent to approx. 9 % of the share capital at full exercise, to be utilised only for the acquisition of business or companies. Further, the issue shall be made at a fair market price only.
Employee incentive program
The Meeting approved of the proposal of the Board of Directors on an issue of 2,100,000 warrants to a wholly-owned subsidiary of Aspiro and approved the transfer of the equivalent number of employee options to be offered management and key employees. 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.
Subscription for the warrants shall be made by 1 November 2006 at the latest and subscription for new shares shall 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.
Issue of warrants
The Meeting approved of the proposal of the Board of Directors 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.
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
For more information please contact:
Ann Charlotte Svensson
Head of Corporate Communications and IR
Phone: +46 (0)709 91 80 10
Phone: +46 (0)708 21 80 01
For more information about Aspiro, please visit www.aspiro.com
Aspiro provides mobile content services to consumers in the Nordic region, rest of Europe and North America and is the Nordic market leader. Aspiro has a broad portfolio of attractive mobile services like games, ring tones, background images, video clips, text directory inquiries and sports scores. Its primary target group is mobile users aged 15 – 40. Sales are via advertising and partnerships with mobile operators and media corporations. Aspiro also accesses its users directly via its web and wap portals using recognized brands like Inpoc, Cellus, Mobilehits, SMS Land, Boomi and MAF. Aspiro was founded in 1998 and has been quoted on the Stockholm Exchange O-list since 2001. Aspiro employs approx 130 people. Aspiro has its head office in Sweden and local sales and marketing offices in Norway, Sweden, Denmark, Finland, the UK, Spain, Luxembourg, Estonia, Latvia, Lithuania and is represented by an agent in the US.