Report from the Annual General Meeting Of Aspiro AB (publ)
The proposals from the Board of Directors and Election Committee were approved by Aspiro’s Annual General Meeting (AGM), which was held on Thursday, 15 May 2008.
Adoption of Income Statement and Balance Sheet
The meeting adopted the Parent Company Income Statement and Parent Company Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet for 2007. The Board of Directors and Chief Executive Officer were discharged from liability for the financial year 2007.
The AGM resolved to carry forward the company’s earnings of SEK 5,620,310.67.
Resolutions on the Board of Directors and Directors’ Fees
In accordance with the Election Committee’s proposal, Christian Ruth, Peter Pay and Nils Petter Tetlie were re-elected, and Mats Alders and Caroline Karlsson were elected as Board members. Mats Alders was elected as Chairman of the Board. Directors’ fees will amount to SEK 125,000 for each member that is not employed by the Schibsted group.
Resolutions on Auditors and Audit Fees
The AGM elected Authorized Public Accountant Johan Thuresson, and Kerstin Mouchard as deputy auditor, both from audit practice Ernst & Young AB. Audit fees according to approved account were approved.
Resolution on Remuneration Guidelines for Senior Executives
The AGM approved the Board of Directors’ proposed guidelines for remunerating senior executives.
Resolution on Election Committee
The Meeting resolved that the Chairman of the Board would contact the major shareholders to appoint an Election Committee consisting of three members, at the latest by the end of the third quarter each year. The Election Committee will appoint its chairman internally.
Authorization for the Board of Directors to Decide on New Share Issue
The Meeting approved the Board of Directors’ proposal to authorize the Board of Directors to decide on new share issues without preferential rights for existing shareholders against cash payment, set-off or contribution in kind, on one or more occasions before the next AGM. This authorization involves 20 million shares, or some 9.5% of the share capital after full exercise, but may only be utilized for acquisitions of operations or companies. Moreover, such issues may only be at market price.
Authorization for the Board of Directors to Decide on the Acquisition and Transfer of Treasury Shares
The Meeting approved the Board of Directors’ proposal to reach decisions on acquiring treasury shares on one or more occasions before the next AGM. Such acquisitions will be on OMX Nordic Exchange Stockholm, and the maximum number of shares that may be acquired is such that the company’s holdings do not exceed 10% of all shares of the company at any time, and for a total acquisition price not exceeding SEK 14 m. The price paid for shares acquired at any time will be the quoted price at the time of acquisition within the quoted price interval.
The Meeting also approved the Board to reach decisions on the transfer of treasury shares on one or more occasions before the next AGM. This authorization may be utilized coincident with acquisitions of operations or companies, whereupon transfer will be at market price through cash payment, set-off or contribution in kind, and for the delivery of shares pursuant to the terms of staff stock option plans.
Staff Stock Options
The Meeting approved the Board of Directors’ proposal on the introduction of a staff stock option plan, involving decision on the issue of warrants and approval of the transfer of warrants and/or shares to employees.
The staff stock option plan will involve the maximum of 5 million options, with the Chief Executive Officer receiving 20% of the options and other members of the corporate management each receiving up to 10% of the options, with the remainder granted to key staff (currently some 15 people). Granting is conditional on previously held staff stock options granted in 2005-2007 not being exercised. These options will be granted free of charge and will confer their holders with the right to acquire the corresponding number of Aspiro shares at a price corresponding to 115% of the share’s volume-weighted price in the 10 days preceding the AGM, although subject to a minimum of the quotient value of the share of SEK 1.76. Redemption is permitted at 50% from the first anniversary of the grant date, and the remaining 50% from the second anniversary of the grant date, providing the holder remains an employee of the group. To ensure due fulfillment of the company’s commitments relating to the staff stock option plan, the meeting resolved to issue a maximum of 5 million warrants to wholly owned subsidiary Aspiro Innovation AB on basically the corresponding terms as the staff stock options.
For more information, please contact:
Kristin Breivik Eldnes
Acting Communications Manager
Tel: +47 908 07 389
Tel: +47 901 81 528
Aspiro in Brief
Aspiro creates and provides mobile entertainment, business solutions and search services, and is a market leader in the Northern european region. Using Aspiro’s services, users can do things like watch TV, listen to music and play games on their mobile phones or the Internet. Sales are through brands such as Inpoc, Cellus and Boomi. Aspiro was incorporated in 1998 and is a small-cap company listed on the Nordic Exchange in Stockholm. In 2007, Aspiro’s sales were SEK 405 m and the company has some 150 employees. The head office is in Sweden, with office presences in Norway, Sweden, Finland, Denmark, Estonia, Latvia and Lithuania.
For more information about Aspiro please visit www.aspiro.com