Schibsted's Offer to the Shareholders in Aspiro Ab

Schibsted’s Offer to the shareholders in Aspiro AB Schibsted ASA, reg. nr. 933 739 384, (“Schibsted”) has submitted a public offer to the shareholders in Aspiro AB, reg. nr. 556519- 9998, (“Aspiro” or the “Company”) to acquire all the shares in Aspiro in accordance with the terms and conditions stated in this offer document (the “Offer”). The Offer shall be governed by and construed in accordance with the laws of Sweden. The takeover rules issued by NASDAQ OMX Stockholm (“NASDAQ OMX”) (the “Takeover Rules”), and the Swedish Securities Council’s rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. In accordance with the Swedish Takeover Act, Schibsted has on 9 January 2012 undertaken towards NASDAQ OMX to comply with the Takeover Rules and to submit to any sanctions imposed by NASDAQ OMX upon breach of the Takeover Rules. Schibsted has on 12 January 2012 informed the Swedish Finan- cial Supervisory Authority (the ”SFSA”) (Sw. Finansinspektionen) about the Offer and the above mentioned undertakings towards NASDAQ OMX. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance. This offer document has been approved and registered by the SFSA in accordance with Chapter 2 Section 3 (2006:451) of the Swedish Act on Public Takeover Bids on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktie- marknaden) and Chapter 2a Section 9 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument). The SFSA’s approval and registration does not imply that the SFSA guarantees that all information in the offer document is correct or complete. This offer document is available both in Swedish and English. In the event of any discrep- ancy between the English and Swedish language versions, the Swedish language version shall prevail. The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This offer document and any documentation relating to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by Schibsted. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, South Africa or USA by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Japan, New Zealand, South Africa or USA, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Japan, New Zealand, South Africa or USA. Accordingly, this offer document and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Japan, New Zealand, South Africa or USA. Schibsted will not deliver any consideration from the Offer into Australia, Canada, Japan, New Zealand, South Africa or USA. Statements in this offer document relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Schib- sted and Aspiro. Any such forward-looking statements speak only as of the date when the offer document is made public and Schibsted has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations. Certain figures in this offer document have been rounded off. As a result, certain tables appear to not summarize correctly. Nordea Corporate Finance, a part of Nordea Bank AB (publ) (“Nordea”), is financial adviser to Schibsted, and no one else, in connection with the Offer and will not be responsible to anyone other than Schibsted for providing the protections afforded to clients of Nordea nor for providing advice in relation to the Offer. The information in this offer document has been provided by Schibsted. Nordea Corporate Finance has not assumed any obligation to independently verify, and disclaims any liability with respect to, information herein. Table of contents

Offer to the shareholders in Aspiro ...... 2 Background and rationale for the Offer ...... 4 Terms, conditions and instructions ...... 5 Description of Schibsted and the financing of the Offer ...... 7 Statement from Aspiro’s Board of Directors ...... 8 Fairness opinion ...... 11 Description of Aspiro ...... 13 Summary of financial information ...... 17 Share capital and ownership structure ...... 21 Board of Directors, Management and Auditor ...... 24 Articles of associations of Aspiro ...... 26 Aspiro’s interim report January–September 2011 ...... 27 Report from Aspiro’s Board of Directors ...... 48 Auditor’s report regarding summary of historical financial information ...... 49 Tax issues in Sweden ...... 50 Addresses ...... 52

The Offer in brief Price per share SEK 1.65 in cash Acceptance period 18 January 2012 – 15 February 2012 Preliminary settlement date 21 February 2012

Schibsted’s Offer to the shareholders in Aspiro AB 1 Offer to the shareholders in Aspiro

Schibsted ASA (“Schibsted”) announced on 12 January The acceptance period commences on 18 January 2012 2012 a recommended offer to the shareholders in Aspiro and ends on 15 February 2012. Settlement will begin as AB (“Aspiro” or the “Company”) to acquire all the shares in soon as Schibsted has announced that the conditions for Aspiro for SEK 1.65 in cash per share (the “Offer”).1) The the Offer have been satisfied or that Schibsted has other- shares in Aspiro are admitted to trading on NASDAQ OMX wise resolved to complete the Offer. Assuming that such Stockholm (“NASDAQ OMX”), Small Cap. an announcement is made no later than on 17 February 2012 it is estimated that settlement will begin on or about The Offer represents a premium of: 21 February 2012. No commission will be charged in connection with the Offer. • approximately 33 per cent compared to the closing share price of SEK 1.24 on 11 January 2012, the last The acquisition of Aspiro must be reported to, primarily, trading day prior to announcement of the Offer (the Norwegian Competition Authorities. Confirmation that the corresponding premium adjusted for Aspiro’s net cash acquisition does not result in any actions from the Norwe- is approximately 40 per cent)2); gian Competition Authorities, and any other relevant confir- mations and approvals, are expected to be obtained prior • approximately 34 per cent compared to the volume to the end of the acceptance period. weighted average share price of SEK 1.23 during the last 30 trading days up to and including 11 January Completion of the Offer is conditional upon the fulfillment 2012 (the corresponding premium adjusted for Aspiro’s of the conditions set out on page 5 in this offer document. net cash is approximately 42 per cent)2); and Recommendation from Aspiro’s Board of • approximately 29 per cent compared to the volume Directors weighted average share price of SEK 1.28 during the Aspiro’s Board of Directors unanimously recommends5) last 90 trading days up to and including 11 January the Company’s shareholders to accept the Offer (see 2012 (the corresponding premium adjusted for Aspiro’s Statement from Aspiro’s Board of Directors on pages net cash is approximately 35 per cent)2). 8–10). Aspiro’s Board of Directors has received a fairness opinion from Pareto Öhman AB concluding that, in their In accordance with an exemption granted by the Swedish opinion and subject to the qualifications and assumptions Securities Council3), the Offer does not include any set out therein, the Offer price is fair to Aspiro’s share- warrants issued as part of Aspiro’s employee stock option holders from a financial point of view (seeFairness opinion plans (such warrants are currently held by a subsidiary on pages 11–12). to ensure the proper fulfillment of the Company’s obligations under the employee stock option plans). Schibsted Support from shareholders in Aspiro will cooperate with Aspiro in order to offer the holders of SEB Enskilda AS, Platekompaniet AS and Orkla ASA, employee stock options a fair treatment. together holding approximately 32.4 per cent of the capital and votes in Aspiro, have expressed that they are positive The Offer values the share capital in Aspiro at approxi- to the Offer. mately SEK 340 million4).

1) The offered price is subject to adjustment should Aspiro pay any dividend or make any other value transfer prior to the settlement of the Offer, and will accordingly be reduced by the amount per share of any such dividend or value transfer. 2) The premium adjusted for net cash is adjusted for Aspiro’s net cash of approximately SEK 47 million (based on the reported net cash as of 30 September 2011 of SEK 38 million and the proceeds of approximately SEK 9 million which Aspiro received in connection with the closing of the sale of Mobile Solu- tions on 14 October 2011, assuming an exchange rate of NOK/SEK 1.1818), which has been subtracted from the total value of the Offer as well as from Aspiro’s market value, and the adjusted value of the Offer has thereafter been divided by Aspiro’s adjusted market value. 3) Statement 2012:3, available at www.aktiemarknadsnamnden.se. 4) Based on 206,260,016 outstanding shares in Aspiro including the shares held by Schibsted as of the date of the Offer. 5) Trond Berger and Gisle Glück Evensen have not participated in Aspiro’s Board of Directors’ evaluation of, or resolutions in connection with, the Offer. For further information, please see Certain related party information on page 3.

2 Schibsted’s Offer to the shareholders in Aspiro AB Offer to the shareholders in Aspiro

Schibsted’s shareholding in Aspiro Due diligence Schibsted is the second largest shareholder in Aspiro and Schibsted has performed a limited due diligence review holds, directly or indirectly, 37,772,222 shares representing of confirmatory nature in relation to the preparation of the 18.3 per cent of the capital and votes. Schibsted has not Offer. Aspiro has confirmed that no information which has acquired any shares in Aspiro during the last six months not previously been published and which is likely to affect prior to the announcement of the Offer. the price of the shares in Aspiro has been disclosed to Schibsted during the course of the due diligence process. Schibsted has since 2009 a swap arrangement in place with SEB Enskilda AS (“Enskilda”), under which Enskilda Applicable law and compliance with has acquired 44,000,000 shares in Aspiro, representing the Takeover Rules 21.3 per cent of the total number of shares (“Underlying The Offer shall be governed by and construed in accord- Shares”). Schibsted has no right to control such Under- ance with the laws of Sweden. The Takeover Rules issued lying Shares and Enskilda is free to transfer or otherwise by NASDAQ OMX, and the Swedish Securities Council dispose of the Underlying Shares at its full discretion. rulings regarding the interpretation and application of the Takeover Rules, apply in relation to the Offer. In accordance Financing of the Offer with the Swedish Takeover Act, Schibsted has undertaken The Offer is not subject to any financing condition. The towards NASDAQ OMX to comply with the Takeover Rules Offer will be financed by Schibsted through available funds and to submit to any sanctions imposed by NASDAQ OMX and existing credit facilities. upon breach of the Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising Certain related party information out of or in connection with the Offer and the City Court of Trond Berger is CFO of Schibsted and the Chairman of the Stockholm shall be the court of first instance. Board of Directors of Aspiro, and Gisle Glück Evensen was until recently employed with Schibsted and is a member of the Board of Directors of Aspiro. Trond Berger and Gisle Glück Evensen have not participated, and will not participate, in Aspiro’s Board of Directors’ evaluation of, or resolutions in connection with, the Offer.

Schibsted’s Offer to the shareholders in Aspiro AB 3 Background and rationale for the Offer

Schibsted entered as owner in Aspiro in 2004. Since then, the strategy and operations of Aspiro have changed significantly as the Company has entered new segments and exited others.

Since 2009, Aspiro has implemented a fundamental strategic change to increasingly focus its operations on music and mobile TV streaming solutions. Although the Music business segment has shown strong growth, the Company is still in an investment phase within Music and TV, and is facing a negative growth trend within Mobile Search.

Schibsted is confident that streaming will represent an important platform for music distribution in the future and believes that Aspiro therefore has good long term growth potential. However, Schibsted also recognises that the music streaming market is a competitive international industry, and that Aspiro has limited financial resources to attain the scale required to make this a profitable business. In Schibsted’s view, the strategic shift towards streaming solutions will require further investments in order to reach a potential positive cash flow.

Further, Aspiro is, in a listed context, a small company, offering limited liquidity for shareholders. Accessing the capital markets in a cost efficient way in order to raise the required capital (potentially on several occasions), especially in today’s volatile environment, will therefore most likely be challenging.

Schibsted views Aspiro as an attractive acquisition opportunity and is convinced that Schibsted’s competence in and experience from running and developing online businesses would increase Aspiro’s ability to successfully implement its new strategy. Although Schibsted’s core areas are online newspapers and classifieds, it has developed a number of other successful internet companies within a range of different areas. Schibsted strongly believes that it boasts a unique internet competence and that this can be of great benefit for the future development of Aspiro.

Further, Schibsted’s dominant position on the internet in Norway and Sweden and strong internet presence in many other European markets can be of great value for Aspiro in future expansion of its music streaming business. To further enhance the value of Aspiro, Schibsted may also seek strategic partners in the future in order to further develop the potential in WiMP’s music streaming services. Finally, Schibsted is a financially strong strategic partner, who is willing to invest in and develop Aspiro with a long term perspective. Being part of the Schibsted group will provide Aspiro with the necessary financial flexibility to achieve its long term objectives.

Schibsted places great value on Aspiro’s management team and other employees and anticipates only limited effects as a result of completion of the Offer for Aspiro’s employees and management team. Completion of the Offer is not expected to entail any significant changes for Schibsted’s management team or employees. Schibsted currently has no intention to make any material changes to the terms of employment for Aspiro employees. Overall, only limited effects as a result of completion of the Offer are anticipated for the employment and locations where the Company conducts business.

Further reference is made to the information in this offer document, which has been prepared by Schibsted for the purpose of the Offer. The description of Aspiro on pages 13–47 in this offer document has, in accordance with what is stated on page 48, been reviewed by Aspiro’s Board of Directors. In accordance with what is stated on page 49, Aspiro’s Auditor has reviewed and expressed an opinion on the summary of historical financial information that is stated on pages 17–20. With the exception of the above mentioned information, the Board of Directors of Schibsted assure that, to the best knowledge of the Board of Directors, the information regarding Schibsted presented in this offer document conforms with the actual conditions.

Oslo, 17 January 2012

Schibsted ASA The Board of Directors

4 Schibsted’s Offer to the shareholders in Aspiro AB Terms, conditions and instructions

The Offer Schibsted reserves the right to withdraw the Offer in the Schibsted offers SEK 1.65 in cash per share in Aspiro. The event that it is clear that any of the above conditions is not offered price is subject to adjustment should Aspiro pay satisfied or cannot be satisfied. However, with regard to any dividend or make any other value transfer prior to the conditions 2–7, the Offer may only be withdrawn provided settlement of the Offer, and will accordingly be reduced that the non-satisfaction of such condition is of material by the amount per share of any such dividend or value importance to Schibsted’s acquisition of Aspiro. transfer. Schibsted reserves the right to waive, in whole or in part, No commission will be charged in connection with the one, several or all of the conditions set out above, including, Offer. with respect to condition 1, to complete the Offer at a lower level of acceptance. Conditions for the Offer The Offer is conditional upon: Acceptance Shareholders in Aspiro that are subject to the Offer whose 1. the Offer being accepted to such an extent that Schib- holdings are registered in their own names with Euroclear sted becomes the owner of shares representing more Sweden AB (“Euroclear Sweden”) (the Swedish Central than 90 per cent of the total shares of Aspiro on a fully Securities Depository and Clearing Organisation) and who diluted basis; wish to accept the Offer must during the period beginning on 18 January 2012 up to and including 15 February 2012 2. all necessary regulatory, governmental or similar clear- sign and submit a duly completed acceptance form to: ances, approvals and decisions to complete the Offer, including approvals and clearances from competition Nordea Bank AB authorities, being obtained, in each case on terms Svarspost 204 826 83 which, in Schibsted’s opinion, are acceptable; 110 56 Stockholm Sweden 3. no other party announcing an offer to acquire shares in Aspiro on terms that are more favourable to the share- The acceptance form must be mailed, preferably using holders of Aspiro than the Offer; the enclosed pre-paid envelope, in sufficient time prior to the final day of the acceptance period so as to be received 4. neither the Offer nor the acquisition of Aspiro being by Nordea no later than 17.00 (CET) on 15 February 2012. rendered partially or wholly impossible or significantly impeded as a result of legislation or other regulation, Offer document and acceptance form will be sent to share- any decision of court or public authority, or any similar holders whose holdings in Aspiro were directly registered circumstance, which is actual or can reasonably be with Euroclear Sweden on 13 January 2012. VP account anticipated, and which Schibsted could not reason- number and details of current holdings of shares will be ably have foreseen at the time of announcement of the provided on the pre-printed acceptance form. All share- Offer; holders should check that the pre-printed information on the acceptance form is correct. 5. no circumstances, which Schibsted did not have knowledge of at the time of announcement of the Offer, Please note that incomplete or improperly filled out having occurred that have or can be expected to have acceptance forms may be disregarded. a material adverse effect upon Aspiro’s sales, results, liquidity, equity or assets; Additional acceptance forms are available from Nordea at telephone +46 8 678 04 40. Information and accept- 6. no information made public by Aspiro or disclosed by ance forms are also available on Nordea’s website Aspiro to Schibsted being materially inaccurate, incom- (www.nordea.se/placera) and Schibsted’s website plete or misleading, and Aspiro having made public all (www.schibsted.com/en). information which should have been made public by Aspiro; and Shareholders in Aspiro accepting the Offer authorize and direct Nordea to deliver their shares in Aspiro to Schibsted 7. aspiro not taking any measures that are liable to impair in accordance with the terms and conditions for the Offer. the prerequisites for making or implementing the Offer.

Schibsted’s Offer to the shareholders in Aspiro AB 5 Terms, conditions and instructions

Nominee registered holdings Right to withdraw acceptance Shareholders in Aspiro whose holdings are registered in Shareholders in Aspiro have the right to withdraw their the name of a nominee will not receive this offer docu- acceptance of the Offer. To be valid, such withdrawal must ment or a pre-printed acceptance form. Acceptance is have been received in writing by Nordea (at the address instead to be made in accordance with instructions from provided above) before Schibsted has announced that the nominee. the conditions for the Offer have been satisfied, or if such announcement has not been made during the accept- Pledged shares ance period, not later than 17.00 (CET) on the last day of If shares are pledged, the pledgee must also complete the acceptance period. Shareholders in Aspiro holding and sign the acceptance form which is submitted. nominee registered shares wishing to withdraw acceptance shall do so in accordance with instructions from the Acknowledgement of acceptance nominee. If any conditions for the Offer, which Schibsted After the duly completed acceptance form has been may waive, remain during any extension of the Offer, the received and registered, the shares will be transferred to right to withdraw an acceptance will apply in the same a newly opened, blocked VP account (a non-cash transfer manner throughout any such extension of the Offer. account) in the owner’s name. In connection therewith, Euroclear Sweden will send a statement (“VP statement”) Compulsory purchase and de-listing showing the withdrawal of the shares from the original VP As soon as possible following Schibsted’s acquisition of account, and a VP statement that shows the deposit in the shares representing more than 90 per cent of the shares newly opened, blocked VP account in the owner’s name. outstanding in Aspiro, Schibsted intends to call for compulsory acquisition of the remaining shares outstanding in Settlement Aspiro. In connection hereto, Schibsted intends to act to Settlement will begin as soon as Schibsted has announced have the Aspiro shares delisted from NASDAQ OMX. that the conditions for the Offer have been satisfied or that Schibsted has otherwise resolved to complete the Offer. Questions related to the Offer Assuming that such an announcement is made no later Questions relating to the Offer may be directed to Nordea than on 17 February 2012 it is estimated that settlement at telephone +46 8 678 04 40. Information is also available will begin on or about 21 February 2012. on Nordea’s website (www.nordea.se/placera) and Schib- sted’s website (www.schibsted.com/en). Settlement of the Offer will be arranged by sending a settlement note to those who have accepted the Offer. The Offer amount will be credited to the deposit account linked to the shareholder’s VP account in which the shares in Aspiro were registered. Where shareholders in Aspiro do not have a deposit account linked to their VP account or if the account is defective, the amount will be credited by a payment note. In conjunction with the settlement of the Offer, the shares in Aspiro will be withdrawn from the blocked VP account, which is then closed. No VP statement will be sent out in conjunction hereto.

If the shares are registered in the name of a nominee, the statement will be sent to the nominee. Note that if the shares in Aspiro are pledged, the payment will be made to the bank account linked to the pledge account.

Right to extend the Offer etc. Schibsted reserves the right to extend the acceptance period for the Offer, as well as the right to postpone the settlement date.

6 Schibsted’s Offer to the shareholders in Aspiro AB Description of Schibsted and the financing of the Offer

Description of Schibsted Schibsted reported operating revenues and operating Schibsted is a Scandinavian media group based in Oslo profit of approximately NOK 13.8 billion and approximately with approximately 7,200 employees in 25 countries. NOK 3.4 billion respectively in 2010. Schibsted is listed The group is one of the leading players internationally on the Oslo Stock Exchange and the market capitalisation in respect of fast growing online classifieds businesses. is approximately NOK 16.7 billion. Schibsted’s corporate The company owns some of the largest media houses in registration number is 933 739 384, the company is domi- Norway and Sweden, publishing newspapers with a wide ciled in Oslo and the address is P.O. Box 490, NO-0105 audience on both print and digital platforms. The Group is Oslo, Norge. also engaged in news media businesses in France, Spain and Estonia. Schibsted’s media houses are among the Financing of the Offer pioneers in online newspapers, web-TV, mobile services The Offer is not subject to any financing condition. The and subscription web services. Offer will be financed by Schibsted through available funds and existing credit facilities. Schibsted has two strategic pillars: Online Classifieds and Media Houses:

• Online Classifieds: Schibsted has well established number one positions with good growth and high profitability in Norway, Sweden, Spain, France and Ireland, where key brands include Finn.no, Blocket.se, Segun- damano.es, Infojobs.net, Leboncoin.fr and DoneDeal. ie. Additionally, the company has established new businesses in a number of countries based on successful concepts in established markets.

• Media Houses: In Norway, Schibsted among others owns Verdens Gang, Norway’s leading newspaper and among the largest web sites, the regional newspapers Aftenposten, Bergens Tidende, Stavanger Aftenblad and Fædrelandsvennen as well as the book publisher Schibsted Forlag AS. The Swedish operations comprise among others Aftonbladet and Svenska Dagbladet, as well as a group of internet-based companies such as Hitta.se, Prisjakt and Lendo. Important international businesses are 20 Minutes, the most read general newspapers in France and Spain, and Eesti Media Group, the leading media group in Estonia.

Schibsted’s Offer to the shareholders in Aspiro AB 7 Statement from Aspiro’s Board of Directors

PRESS RELEASE 12 JANUARY 2012

Statement by the Board of Directors of Aspiro in relation to the public offer by Schibsted

The Board of Directors of Aspiro unanimously recommends the shareholders to accept the public offer by Schibsted1

Background This statement is made by the Board of Directors (the “Board”) of Aspiro AB (publ) (“Aspiro” or the “Company”) pursuant to section II.19 of the rules concerning public takeover offers on the stock market adopted by NASDAQ OMX Stockholm (the “Takeover Rules”). Schibsted ASA (“Schibsted ”) has today, on 12 January 2012, announced a public offer to the shareholders of Aspiro to transfer all of their shares in Aspiro to Schibsted (the “Offer”).2 Schibsted offers SEK 1.65 in cash per share in Aspiro. The Offer values all outstanding shares in Aspiro at approximately SEK 340 million. The completion of the Offer is conditional on, amongst other things, the Offer being accepted to such an extent that Schibsted becomes the owner of more than 90 percent of the total number of shares in Aspiro on a fully diluted basis. The completion of the Offer is not subject to any financing condition. According to the indicative timetable set out in the press release through which the Offer was announced the acceptance period for the Offer is expected to commence around 18 January 2012 and end around 15 February 2012. Assuming that Schibsted no later than on 17 February 2012 announces that the Offer will be completed, it is estimated that settlement would begin around 21 February 2012. For further information about the Offer, reference is made to Schibsted’s press release which was made public earlier today. The Board has allowed Schibsted to conduct a limited confirmatory due diligence investigation prior to the announcement of the Offer. Schibsted has through this due diligence investigation not received any non-public information which reasonably could be expected to affect the Aspiro share price.

1 Trond Berger is CFO of Schibsted and the Chairman of the Board of Directors of Aspiro, and Gisle Glück Evensen was until recently employed with Schibsted and is a member of the Board of Directors of Aspiro. Trond Berger and Gisle Glück Evensen have not participated, and will not participate, in Aspiro’s Board of Directors’ evaluation of, or resolutions in connection with, the Offer. 2 In accordance with an exemption granted by the Swedish Securities Council, the Offer does not include any warrants issued as part of Aspiros’s employee stock option plans (such warrants are currently held by a subsidiary to ensure the proper fulfillment of the Company’s obligations under the employee stock option plans). LEGAL#7815154v8

8 Schibsted’s Offer to the shareholders in Aspiro AB Statement from Aspiro’s Board of Directors

2(3)

As a result of the Offer, the Board of Aspiro has resolved to bring forward the announcement of its year-end report for the financial year 2011. The year-end report will be announced on 3 February 2012. The Board has engaged Mannheimer Swartling as legal adviser in relation to the Offer.

The Board’s recommendation The Board’s statement is based on an assessment of a number of factors that the Board has considered relevant for the evaluation of the Offer. These factors include, but are not limited to, the Company’s present position, the expected future development of the Company and thereto related possibilities and risks. According to the press release through which the Offer was announced SEB Enskilda AS, Platekompaniet AS and Orkla ASA, together holding approximately 32.4 per cent of the capital and votes in Aspiro, have expressed that they are positive to Schibsted’s Offer . The Board has also noted the premium to the quoted price of the Aspiro share that the Offer represents. The Board has obtained an opinion from Pareto Öhman AB as to the fairness, from a financial perspective, of the Offer for the shareholders in Aspiro. The opinion of Pareto Öhman AB, attached to this press release, is that the Offer is considered fair for the shareholders in Aspiro from a financial perspective.3 Under the Takeover Rules, the Board must also give its opinion regarding the impact that the completion of the Offer will have on Aspiro, particularly in terms of employment, and its opinion regarding Schibsted’s strategic plans for Aspiro and the effects such plans could be expected to have on employment and on Aspiro’s places of business. In this respect, the Board notes that Schibsted has stated that Schibsted places great value on Aspiro’s management team and other employees and does not expect, following completion of the Offer, that there will be any significant impact on the employees, including conditions of employment, or on the sites where Aspiro currently conducts business. The Board assumes that this statement is correct and has in relevant respects no reason to take a different view. On this basis, the Board of Aspiro unanimously recommends the shareholders of Aspiro to accept the Offer.4 This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts

Malmö, 12 January 2012 Aspiro AB (publ) The Board of Directors

3 Pareto Öhman AB’s fee for this opinion is fixed and not determined by the size of the Offer consideration, the extent to which the Offer is accepted or whether the Offer is completed or not. 4 Please see note 1. LEGAL#7815154v8

Schibsted’s Offer to the shareholders in Aspiro AB 9 Statement from Aspiro’s Board of Directors

3(3)

For further information, please contact: Peter Pay, member of the Board of Directors of Aspiro Telephone: +47 669 889 30

The information set out in this press release is announced pursuant to the Swedish Securities Market Act and the Takeover Rules. The information was submitted for publication at 8.15 a.m. on 12 January 2012. LEGAL#7815154v8

10 Schibsted’s Offer to the shareholders in Aspiro AB Fairness opinion

Stockholm, 11 January 2012

The Board of Directors Aspiro AB (publ) Gråbrödersgatan 2 SE-211 21 Malmö Sweden

Fairness Opinion by Pareto Öhman AB

The Board of Directors of Aspiro AB (publ) (“Aspiro” or the “Company”) has requested Pareto Öhman AB (“Pareto Öhman”) to provide an opinion as to the fairness, from a financial point of view, of the public offer from Schibsted ASA (“Schibsted”) to acquire all outstanding shares in Aspiro, which is expected to be announced on 12 January 2012 (the “Offer”). The Offer essentially means that, in exchange for each Aspiro share, a cash payment of SEK 1.65 will be offered.

As the basis for this opinion, Pareto Öhman has taken into account the following, amongst other things:

(i) Draft of press release through which the Offer is intended to be announced; (ii) publicly available financial information about Aspiro, including published annual reports and interim reports; (iii) discussions with senior management of Aspiro concerning the Company’s historical and current operations, financial position and investment needs; (iv) discussions with senior management of Aspiro concerning the Company’s future prospects; (v) publicly available information concerning share price and turnover of the Aspiro share; and (vi) other information, which Pareto Öhman deemed relevant to the basis of this opinion.

Based on the foregoing, it is Pareto Öhman’s opinion that, as at the date of this opinion, the Offer is fair, from a financial point of view, for Aspiro’s shareholders. Thus, Pareto Öhman does not make any recommendation as to whether shareholders of Aspiro should accept the Offer or not.

Pareto Öhman has neither accepted any responsibility to independently verify, nor independently verified, the accuracy of any information concerning Aspiro, which has been provided to Pareto Öhman, or which has otherwise been made publicly available. Pareto Öhman has thus relied upon all financial and other information that has formed the basis for the opinion as being correct and complete. Pareto Öhman has also assumed that the financial and operational projections provided by the senior management of Aspiro are well-grounded and based upon correct and accurate assumptions. The circumstances, upon which this opinion is based, may be affected by subsequent events, which for obvious reasons cannot be taken into account by Pareto Öhman in this opinion. Pareto Öhman assumes no responsibility to update or revise its opinion due to such events.

Schibsted’s Offer to the shareholders in Aspiro AB 11 Fairness opinion

Pareto Öhman conducts securities business in accordance with Swedish legislation. Pareto Öhman may, in its securities business, come to trade or take positions in securities for its own account or for the accounts of its clients, which could, directly or indirectly, affect or be affected by the Offer.

Pareto Öhman has not acted as financial adviser to the Company in connection with the Offer, but has only been engaged by Aspiro’s Board of Directors to provide this opinion. Pareto Öhman’s fee for this opinion is fixed and is not dependent of the size of the Offer’s consideration nor whether the Offer is completed or not.

This opinion is solely addressed to the Board of Directors of Aspiro, the purpose of which is to serve as the basis for its position in relation to the Offer. No other party is entitled to rely on this opinion. Pareto Öhman consents to Aspiro’s Board of Directors making reference to this opinion, and permits the publication of the opinion in its entirety in an offering document in relation to the Offer. Pareto Öhman does not accept any liability in relation to any person, other than the Board of Directors of Aspiro, for the content of this opinion. This opinion is subject to Swedish law.

PARETO ÖHMAN AB

12 Schibsted’s Offer to the shareholders in Aspiro AB Description of Aspiro

The information about Aspiro on pages 13–47 in the offer document is based on Aspiro’s annual report for 2010, the interim report for the period January–September 2011, and Aspiro’s website if not otherwise stated.

Operations in brief 2002 Aspiro has a unique positioning as the world’s only vendor • Aspiro acquirers Picofun of complete hosted TV and music streaming services to partners that want to put their own branding on these 2003 services. Aspiro also offers the WiMP music service • Aspiro acquirers Melody Interactive Solutions directly to consumers on selected markets. In addition, Aspiro offers text-based directory enquiries. 2004 • Aspiro acquirers Emode and Cellus Aspiro was founded in 1998 and has over ten years’ experience of mobile technology and retailing in northern 2005 Europe, and delivers services to partners worldwide. The • Aspiro acquirers Schibsted Mobile (Inpoc). The acqui- Company has some 100 employees. sition results in Schibsted becoming the largest stock- holder with 44.5 per cent of the capital and votes Aspiro’s sales in 2010 by country • Aspiro acquirers Boomi

3% 1% 2006 4% 46% 7% • Aspiro acquirers Mobile Avenue and Rubberduck Norway • Aspiro liquidates its operations in the UK and Spain Discontinued operations1) 12% Other countries • Aspiro starts its initiatives in the mobile TV, music, Denmark search services, communities and mobile marketing Baltic’s growth segments Sweden Finland 27% 2007 • Aspiro acquires 51 per cent of the shares in Voolife and 25.5 per cent of the shares in Mobile Entry 1) Discontinued operations exclude Mobile Solutions. • Aspiro is reorganized into three business segments: Mobile Entertainment, Business Solutions and Search Services Historical milestones for Aspiro 1998 2008 • Aspiro is founded • Aspiro acquires the remaining shares in Mobile Entry • Mobile Solutions becomes a separate business segment 2000 • Aspiro acquirers Midab Data, InfoCreator i Höganäs 2009 and Sundbybergs ITcenter • Aspiro develops a new music streaming service. Aspiro • Aspiro’s shares are listed on the Stockholm Exchange, starts a joint venture with Platekompaniet for the launch New Market in Norway • Merger of Mobile Marketing and Mobile Business Solu- 2001 tions business segments into Mobile Solutions • Aspiro’s shares are traded on the Stockholm Exchange, • Aspiro is building new initiatives in its growth segments O-list of Mobile TV and Music and is increasingly addressing • Aspiro acquirers Mgage Systems the professional business market

Schibsted’s Offer to the shareholders in Aspiro AB 13 Description of Aspiro

2010 Business segments • Repositioning of Aspiro from a ringtone vendor to a Aspiro has the three business segments Music, TV and leader in streaming services Mobile Search. • WiMP is launched in Denmark in partnership with Telenor Aspiro’s sales in 2010 by business segment • WiMP is launched in Norway in partnership with Plate- kompaniet and Telenor 2% • Aspiro divests the Mobile Entertainment business 14% 48% segment in Scandinavia 1) • Aspiro Music is launched in Portugal by Portugal Discontinued operations 14% Mobile Search Telecom Music TV Eliminations/unallocated 2011 • WiMP is launched in Sweden 22% • WiMP is offered by Canal Digital to 700,000 households in Norway • Aspiro divests the business segment Mobile Solutions 1) Discontinued operations include Mobile Solutions. • Aspiro acquires the remaining 50 per cent of the shares in the Norwegian WiMP Music The business segment Music The business segment Music delivers and manages digital Business concept music solutions that help users listen to millions of different Aspiro creates and delivers mobile services to consumers tracks directly over their internet connections. These solu- and businesses. With over ten years’ experience of devel- tions are either sold directly to consumers under Aspiro’s oping and selling mobile services, Aspiro has a unique proprietary brand WiMP, or to partners like operators, market position in the Nordics and has strong relationships broadband companies, cable TV companies and other with operators, record companies and other media part- parties that distribute the service themselves. Aspiro’s ners. Aspiro focuses on streaming services in music and music service works on computers, mobile phones, tablets, television. network radio and set-top boxes.

Vision WiMP is available in Norway, Sweden, Denmark and Aspiro will deliver world-class mobile experiences that Portugal (in Portugal under different brand). WiMP will be really make a difference to people’s everyday lives. Aspiro launched in Germany in the beginning of the first quarter delivers to consumers and business partners, with a clear in 2012. Further, there is also a letter of intent for launch in focus on quality. Aspiro’s customers will have access to one of the Benelux countries and Ireland. At the end of the Aspiro’s services anywhere, anytime. third quarter 2011 Aspiro’s music streaming solutions had 350,000 paying users. Strategic focus Consistent with Aspiro’s goals and strategic focus, sales The business segment Music reported sales of SEK 50 in TV and Music are increasing sharply, and Aspiro will million and operating profit before depreciation and amor- continue to develop these business segments, while in tization (EBITDA) of SEK –20 million for the financial year Mobile Search, Aspiro is focusing on effective operations 2010.1) and maximized profitability.

1) The information is based on Aspiro’s interim report for the period January–September 2011. A summation of all (Music, TV and Mobile Search) business segments’ sales and operating profit before depreciation and amortization (EBITDA) for the financial year 2010 will result in deviations in relation to the total group sales and EBITDA for the financial year 2010 due to exclusion of Eliminations/Unallocated and the business segment Mobile Solutions (which was divested during the financial year 2011).

14 Schibsted’s Offer to the shareholders in Aspiro AB Description of Aspiro

The market The business segment TV reported sales of SEK 53 million The digital music market is growing very rapidly, and in and operating profit before depreciation and amortization 2010, digital music represented 29 per cent of global music (EBITDA) of SEK –15 million for the financial year 2010.1) sales. IFPI’s Digital Music Report (2011) estimates that the value of the digital music market increased tenfold in The market 2004–2010. Meanwhile, revenues from streaming services Research into the usage of digital TV and video services are markedly increasing, and researcher Ovum is one of reveals a complex market with constantly changing user several commentators estimating that streaming services behavior. Consumers are not merely setting progres- will set the trend for future progress in this segment. The sively higher demands on content offered on platforms rapid expansion of the digital music market is primarily like mobile phones and tablets, but also new demands on controlled by two main factors: technology and demand. context and technology. It is becoming increasingly important for consumers to get updated information, regardless Research indicates that consumers are increasingly of their location or when they want it. This creates a very adopting mobile applications and music streaming, and dynamic market with an increasing focus on innovation and are evolving beyond traditional music platforms in their mobility. search for new music and new ways to listen to music. The mobile phone is gaining ground as a music channel. Research demonstrates that mobile TV and video clips New technology in telephony and music services are also have finally captured the attention of the mass population. contributing to high market growth. According to market analysts at IBM Research, some 20 per cent of all Americans viewed TV or video clips on their Global research conducted by Nielsen in 2010 indicated mobile phones or portable video appliances in 2010, a that music and streaming applications are the most popular number expected to increase sharply through the coming mobile apps on the market. Monthly subscription services years. Simultaneous with high growth in mobile TV, TV demonstrate high potential and half of all respondents streaming on new platforms is expanding, keeping pace in this global survey stated that they would definitely or with growing demand, new technology and high sales possibly pay for subscribing to a streaming service in the figures for tablets. Researcher Gartner expects sales of future. tablets to increase threefold in the coming year, and that accordingly, 55 million tablets will be sold worldwide. TV as Aspiro’s competitors on the streaming market include a traditional medium is also being challenged by a greater Spotify, Simfy, We7 and Deezer. Other companies that have, focus on video streamed direct to users over the internet, or can be assumed to, launch a streaming service globally, or OTT-TV (Over The Top TV). Multimedia Research Group but are primarily on the US market as yet include Google, states that the number of internet TV subscribers will grow Apple/iTunes, Sony Qriosity, Rdio, Mog, Real Networks and from 26.7 million to 81 million before the end of 2013. Amazon. Competitors in the mobile TV and video market include The business segment TV Vantrix, Alcatel Lucent, Mobi-TV, Ericsson, Qualcomm and The business segment TV develops and manages digital Quickplay. TV and video solutions that allow users to watch TV and video directly on the mobile network or over their internet The business segment Mobile Search connections. Primarily, Aspiro sells these solutions to mobile The business segment Mobile Search delivers directory operators, but also to TV and media corporations. Aspiro enquiries and has strong positioning in text-based direc- offers to its partners to take over the complete process, tory enquiries in Norway, through the Company’s short from development and agreements with content vendors to codes 1985 and 2100. Aspiro’s Norwegian short codes operating the service, plus statistics and reporting. are also brands marketed through a range of radio and TV campaigns, events and marketing, internet marketing, and through direct marketing.

Schibsted’s Offer to the shareholders in Aspiro AB 15 Description of Aspiro

The business segment Mobile Search reported sales of The market SEK 79 million and operating profit before depreciation The market for text-based directory enquiries is in a down- and amortization (EBITDA) of SEK 39 million for the finan- ward trend, and Aspiro is Norway’s second largest vendor cial year 2010.1) after Opplysningen 1881. The market features intense competition and requires aggressive marketing. Smart phones and mobile internet are also contributing to a declining market for text-based searches.

The business segments in brief

Music TV Mobile Search

Business • Development and sale of • Development and operation of • Delivers text-based directory complete music solutions for complete TV and video solu- enquiries streaming and download, tions for partners that want to directly to consumers and to put their own branding on the the business market service

Services • Music streaming and • TV and video streaming • Text-based directory enquiries download (mobile and web) for various through the two Norwegian • Editorial guidance types of display short codes 1985 and 2100 • User-friendly clients

Customers • Consumers, operators, • Mobile network operators, • Consumers broadband companies, broadcasters and media TV and cable distributors, corporations like Deutsche music distributors and Telekom, Hi3G, Telenor and handset vendors, such as MTV Telenor, Canal Digital and Platekompaniet

Business model • From consumers: monthly • Start-up fee, monthly fee • Revenue per search subscription revenues, most and volume-based revenue often SEK 99/month sharing • From partners: start-up fee, monthly fee and volume based revenue sharing

Market trends • Very high growth in digital • High growth tracking progress • Downward trend and price music and new models driven of hand-held appliances like increases by streaming services tablets and mobile phones • Supported by the profilera- with larger displays better tion of new smart phones and suited for viewing TV and record company needs for video new channels • Convergence between mobile and web streaming

Strategic focus • Aggressive growth strategy on • Aggressive growth strategy on • Maintain positioning on the current and new markets current and new geographical market and focus on opera- • Organic growth on current markets where the goal is to tional efficiency and new markets be a major global vendor • Close collaborations with • Organic growth partners on new markets

16 Schibsted’s Offer to the shareholders in Aspiro AB Summary of financial information

Certain figures in this offer document have been rounded off. As a result, certain tables appear to not summarize correctly.

The financial information below regarding Aspiro is based on the audited annual report for 2010 and from the non-audited nor reviewed interim report for the period January–September 2011.

Aspiro’s consolidated financial statements for the financial years 2010, 2009 and 2008 are presented in accordance with International Financial Reporting Standards (IFRS), as adopted by EU, which is in compliance with Swedish law through the application of the Swedish Financial Reporting Board’s (Sw. Rådet för finansiell rapportering) recommendations RFR 1 – Supplementary Rules for Consolidated Financial Statements. Aspiro’s interim report for the period January– September 2011 and January–September 2010 respectively have been prepared in accordance with IAS 34, Interim Financial Reporting, which is in compliance with Swedish law through the application of the Swedish Financial Reporting Board’s recommendations RFR 1 – Supplementary Rules for Consolidated Financial Statements.

The interim report for the period January–September 2011, which is fully recited on pages 27–47 has not been reviewed by the Company’s Auditor.

The periods January–September 2011 and 2010 show information for continuing operations per 30 September 2011 (i.e. excluding Mobile Solutions, Miles Ahead and Mobile Search Finland). The financial years 2010 and 2009 show information for continuing operations per 31 December 2010 (i.e. excluding Mobile Entertainment Denmark, Norway and Sweden and Mobile Entertainment Finland).

The group’s income statement in summary1) January–September January–December (non-audited financial (audited financial information) information) SEKM 2011 2010 2010 2009 2008 Continuing operations Net sales 159 135 266 229 423 Other operating revenues 2 3 5 16 12 Operating expenses –194 –167 –411 –292 –632 Operating profit/loss –33 –29 –140 –47 –197

Net financial income/expense 2 –1 –5 1 8 Profit/loss before tax –31 –30 –144 –46 –189 Tax on net profit/loss 0 9 –5 13 –19 Net profit/loss from continuing operations –32 –21 –149 –33 –209

Discontinued operations Net profit/loss from discontinued operations –1 –1 19 17 –

Net profit/loss –33 –22 –131 –16 –209

1) Financial information for 2008 is not restated according to new accounting principles.

Schibsted’s Offer to the shareholders in Aspiro AB 17 Summary of financial information

The group’s balance sheet in summary1) As of 30 September As of 31 December (non-audited financial (audited financial information) information) SEKM 2011 2010 2010 2009 2008 Intangible assets 62 143 68 182 182 Property, plant and equipment 12 14 13 17 13 Financial assets 0 0 1 0 0 Deferred tax asset 1 17 2 16 16 Current receivables 84 151 128 130 109 Cash and cash equivalents 38 79 77 58 92 Assets held for sale 28 – – – – Total assets 226 404 288 404 413

Equity 125 264 155 283 291 Non-current liabilities – 3 0 7 10 Current liabilities 71 138 134 113 113 Liabilities held for sale 30 – – – – Total equity and liabilities 226 404 288 404 413

The group’s cash flow in summary January–September January–December (non-audited financial (audited financial information) information) SEKM 2011 2010 2010 2009 2008 Cash flow from operating activities –37 12 –2 –15 34 Cash flow from investing activities –5 12 25 –21 –18 Cash flow from financing activities 3 – – – 0 Cash flow for the period –39 24 23 –36 16

Cash and cash equivalents at beginning of the period 77 58 58 92 74 Exchange rate difference in cash and cash equivalents 0 –4 –4 1 3 Cash and cash equivalents at the end of the period 38 79 77 58 92

1) Financial information for 2008 is not restated according to new accounting principles.

18 Schibsted’s Offer to the shareholders in Aspiro AB Summary of financial information

The group’s key figures January–September January–December (non-audited financial (audited financial information) information) 2011 2010 2010 2009 2008 Average number of employees 120 135 131 142 144 Net sales (SEKM) 217 283 362 469 423 Net sales, continuing operations (SEKM) 159 135 266 229 203 EBITDA (SEKM) –26 –5 –22 –3 28 EBITDA, continuing operations (SEKM) –23 –17 –51 –33 –5 Operating profit/loss (SEKM) –37 –21 –114 –23 –197 Operating profit/loss, continuing operations (SEKM) –33 –29 –140 –47 – Profit/loss before tax (SEKM) –34 –22 –119 –23 –190 Profit/loss before tax, continuing operations (SEKM) –31 –30 –144 –46 – Profit/loss after tax (SEKM) –33 –22 –131 –16 –209 Profit/loss after tax, continuing operations (SEKM) –32 –21 –150 –33 – Operating margin –17 % –7 % –32 % –5 % –47 % Operating margin, continuing operations –21 % –21 % –53 % –21 % – Equity/assets ratio 55 % 65 % 54 % 70 % 70 % Return on equity –23 % –7 % –59 % –6 % –53 % Return on capital employed –23 % –8 % –54 % –8 % –48 %

The group’s key figures per share January–September January–December (non-audited financial (audited financial information) information) 2011 2010 2010 2009 2008 Cash flow from operating activities per share (SEK) –0.2 0.1 0.0 –0.1 0.2 Basic earnings per share (SEK) –0.2 –0.1 –0.7 –0.1 –1.1 Diluted earnings per share (SEK) –0.2 –0.1 –0.7 –0.1 –1.1 Basic earnings per share, continuing operations (SEK) –0.2 –0.1 –0.8 –0.2 – Diluted earnings per share, continuing operations (SEK) –0.2 –0.1 –0.8 –0.2 – Average number of shares before dilution, thousands 191,209 190,538 190,538 190,538 190,538 Average number of shares after dilution, thousands 191,209 190,538 190,538 190,538 190,538

Schibsted’s Offer to the shareholders in Aspiro AB 19 Summary of financial information

Definitions Average number of shares Weighted average number of outstanding shares in the period.

Capital employed Total assets less non interest-bearing liabilities including deferred tax liabilities.

Cash flow per share Cash flow from operating activities divided by average number of outstanding shares.

Earnings per share Profit/loss after tax divided by average number of outstanding shares.

Equity/assets ratio Equity (including non-controlling interests) as a percentage of total assets.

Operating margin Operating profit/loss as a percentage of net sales.

Return on capital employed Profit/loss before tax plus financial expenses as a percentage of average capital employed.

Return on equity Net profit/loss attributable to equity holders of the parent as a percentage of average equity.

20 Schibsted’s Offer to the shareholders in Aspiro AB Share capital and ownership structure

The share The Aspiro share is listed on NASDAQ OMX, Small Cap. The share is listed under the symbol ASP with ISIN-code SE0000500258.

The share capital and the development of the share capital As of 17 January 2012, the share capital of Aspiro amounts to SEK 206,260,016 divided into 206,260,016 shares, with a quota value of SEK 1 per share. Each share carries one (1) vote and carries equal right to the Company’s assets and profits and possible surplus in liquidation.

The development of the share capital in Aspiro since 1998 is stated below.

Development of share capital Quota Change in share Total share Number of Total number Year Transaction value (SEK) capital (SEK) capital (SEK) new shares of shares 1998 Incorporation 1.00 50,000 50,000 50,000 50,000 1998 Bonus issue 1.00 50,000 100,000 50,000 100,000 1999 New issue 1.00 50,000 150,000 50,000 150,000 1999 Split 10:1 0.10 – 150,000 1,350,000 1,500,000 1999 Bonus issue 0.10 350,000 500,000 3,500,000 5,000,000 1999 New issue 0.10 250,000 750,000 2,500,000 7,500,000 2000 New issue, acquisition 0.10 17,613 767,613 176,130 7,676,130 2000 New issue, acquisition 0.10 3,386 770,999 33,855 7,709,985 2000 New issue, acquisition 0.10 6,000 776,999 60,000 7,769,985 2000 New issue, acquisition 0.10 467 777,465 4,668 7,774,653 2000 Split 5:1 0.02 – 777,465 31,098,612 38,873,265 2000 New issue 0.02 77,747 855,212 3,887,327 42,760,592 2000 New issue, acquisition 0.02 122,253 977,465 6,112,673 48,873,265 2000 Option redemption 0.02 23,012 1,000,477 1,150,578 50,023,843 2001 New issue, acquisition 0.02 600,000 1,600,477 30,000,000 80,023,843 2001 Option redemption 0.02 116,000 1,716,477 5,800,000 85,823,843 2001 New issue, acquisition 0.02 4,279 1,720,756 213,968 86,037,811 2002 New issue, acquisition 0.02 239,240 1,959,996 11,962,000 97,999,811 2003 New issue 0.02 11,759,977 13,719,974 589,998,866 685,998,677 2003 New issue, acquisition 0.02 1,400,000 15,119,974 70,000,000 755,998,677 2003 New issue, acquisition 0.02 11,383,336 26,503,310 569,166,809 1,325,165,486 2003 New issue, reverse split 0.02 2 26,503,312 114 1,325,165,600 2003 Reverse split 1:200 4.00 0 26,503,312 –1,318,539,772 6,625,828 2003 Reduction of share capital 2.50 –9,938,742 16,564,570 0 6,625,828 2003 New issue 2.50 49,693,710 66,258,280 19,877,484 26,503,312 2004 Private placement 2.50 20,000,000 86,258,280 8,000,000 34,503,312 2004 New issue, acquisition 2.50 14,100,418 100,358,698 5,640,167 40,143,479 2004 Reduction of share capital 1.76 –29,706,174 70,652,523 0 40,143,479 2004 New issue 1.76 70,652,523 141,305,046 40,143,479 80,286,958 2004 New issue, acquisition 1.76 50,468,000 191,773,046 28,675,000 108,961,958 2005 New issue, acquisition 1.76 136,593,885 328,366,931 77,610,162 186,572,120 2005 New issue, acquisition 1.76 5,220,151 333,587,082 2,965,995 189,538,115 2006 Option redemption 1.76 1,760,000 335,347,082 1,000,000 190,538,115 2009 Reduction of share capital 1.00 –144,808,967 190,538,115 0 190,538,115 2011 Option redemption 1.00 2,315,000 192,853,115 2,315,000 192,853,115 2011 New issue, acquisition 1.00 13,406,901 206,260,016 13,406,901 206,260,016

Schibsted’s Offer to the shareholders in Aspiro AB 21 Share capital and ownership structure

Aspiro’s largest shareholders The table below shows the ten largest shareholders of the Company as of 30 December 2011. As of 30 December 2011 there were 6,170 shareholders.

Aspiro’s largest shareholders as of 30 December 2011 Number of Share of votes Owner shares and capital SEB Enskilda AS 44,000,000 21.3% Schibsted ASA 37,772,222 18.3% Platekompaniet AS 13,406,901 6.5% Orkla ASA 9,490,000 4.6% Avanza Pension Insurance AB 9,172,295 4.4% Investra ASA 8,000,000 3.9% Nordnet Pension Insurance AB 7,108,016 3.4% Swedbank Robur Funds 4,006,365 1.9% Antech Allianca Inc 3,400,000 1.6% Länsförsäkringar Funds 3,256,000 1.6% Total ten largest shareholders 139,611,799 67.7%

Other 66,648,217 32.3% Total 206,260,016 100.0%

Source: SIS Ägarservice AB and Euroclear Sweden AB.

Share price performance The Aspiro share has been listed on NASDAQ OMX since June 2001. The share is traded in the Small Cap segment. The chart below illustrates the performance and turnover of the Aspiro share over the past five years prior to the announcement of the Offer (11 January 2007 – 11 January 2012), compared with the OMX Stockholm PI for the same period.

Share price development

Share price, SEK Volume, thousands 6.0 6,000 5.5 5,500 5.0 5,000 4.5 4,500 4.0 4,000 3.5 3,500 3.0 3,000 2.5 2,500 2.0 2,000 1.5 1,500 1.0 1,000 0.5 500 0.0 0 2007-01-11 2008-01-11 2009-01-11 2010-01-11 2011-01-11 2012-01-11

Aspiro NASDAQ OMX Stockholm PI Volume

Source: NASDAQ OMX

22 Schibsted’s Offer to the shareholders in Aspiro AB Share capital and ownership structure

Dividend policy Shareholder agreements Aspiro’s Board of Directors has defined an expansive The Company is not aware of any agreements between strategy including initiatives in growth segments and new stockholders implying any limitations to rights to transfer geographical markets, as well as potential complementary shares. corporate acquisitions intended to ensure the Company’s growth, profitability and dividend capacity for the longer Material agreements term. At present, Aspiro has no distributable capital and There are no contracts that the Company is party to, which is also active on a fast-changing market. It is currently have an effect, change or cease to apply if control over uncertain how much capital will be required to execute the Company changes as a result of a public acquisition the expansion strategy and when it will be possible to pay offering. However, there are agreements with companies dividend. within the group as a party which contain customary change of control-clauses. Authorisation to decide on a share issue and repurchase of own shares Stock related incentive plans At Aspiro’s extraordinary general meeting, which was held Aspiro currently has two outstanding employee stock on 10 October 2011, it was agreed to authorize the Board option plans for the CEO, senior managers and other key of Directors to decide, on one or several occasions before Aspiro employees. The employee stock options issued the next annual general meeting, on new share issues within these programs can be exercised up to and including with or without preferential rights of existing shareholders 31 December 2012 and 31 December 2014 respectively. against cash payment, set-off or contribution in kind, or Ten million warrants are held by a subsidiary in order to other conditions. The authorization involves shares equiv- ensure the proper fulfillment of the Company’s obligations alent to maximum 10 per cent of the share capital. The under the employee stock option plans. purpose of the authorization and the reason to deviate from the preferential rights of existing shareholders, is to enable In accordance with what is stated above, the Swedish Secu- acquisitions of companies or products through payment rities Council has granted Schibsted an exemption to not in shares, but also to ensure suitable capital contributions include any warrants issued as part of Aspiro’s employee to the Company to finance the Company’s operations, stock option plans in the Offer. Schibsted will cooperate and to enable a broadening of the ownership base of the with Aspiro in order to offer the holders of employee stock Company. A share issue may only be made at market price. options a fair treatment. Other terms are decided by the Board of Directors, but must be adjusted to the conditions of the market.

As of 17 January 2012 Aspiro has used 6.5 per cent of the authorization of 10 per cent (in connection with the acquisition of the remaining 50 per cent of the shares in WiMP Music AS).

Schibsted’s Offer to the shareholders in Aspiro AB 23 Board of Directors, Management and Auditor 1)

Board of Directors Åsa Sundberg Trond Berger (Chairman) Board member since May 2010. Board member since May 2011. Born: 1959. Born: 1957. Education: B.Sc. from KTH (Royal Institute of Technology in Education: State-Authorized Public Accountant (1984), MA Stockholm) and marketing diploma from Berghs School of in Economics from the BI Norwegian School of Manage- Communication in Stockholm. ment and graduate of the Norwegian Armed Forces’ Occupation: CEO of Net1 Sverige. Officer Candidate School (1977). Other assignments: Chairman of Teracom/Boxer Group Occupation: CFO of Schibsted ASA. and Board member of Mobilaris AB and Fox Technology Other assignments: Several Board positions within the Inc. Member of ALMI Invests investment committee Schibsted group. Experience: 10 years within venture capital focusing on Experience: Investment Director with Stormbull, Execu- early stage companies within media, telecom and IT. Partner tive Vice President (CFO) of Nycomed ASA and Execu- in Provider Venture Partners. CEO of product development tive Vice President, Strategy and Business Development companies Engineering AB and ProSoft AB (1996–2000). at Nycomed Amersham (1997–1998). Partner at Arthur Head of Telia International Carrier (1994–1995). Andersen (1981–1992). Aspiro stockholding: – Aspiro stockholding: – Gisle Glück Evensen Peter Pay Board member since May 2010. Board member since May 2007. Born: 1976. Born: 1940. Education: B.Sc. in Industrial Economics from NTNU, the Education: B.Sc. (Eng.) from NTNU, the Norwegian Univer- Norwegian University of Science and Technology in Trond- sity of Science and Technology in Trondheim. heim and Master of Management. Occupation: Senior partner, Credo Partners AS. Occupation: CFO in Fornebu Utvikling ASA. Other assignments: Chairman of Inven2 AS and Board Other assignments: Deputy Board member of Finn.no AS. member of Redcord AS et al. Experience: Consultant at McKinsey & Co, Investor rela- Experience: Executive Vice President of Telenor (1997– tions at Schibsted ASA, CFO of Media Norge ASA, Head 2001), CEO of Telenor Plus AS (1992–1997). Own of M&A, Schibsted ASA. consulting company (1989–1992), acted as CEO in several Aspiro stockholding: – companies. Previously nine years within the EB Group, CEO of the subsidiaries EB Telecom and EB Netcom amongst other assignment. Aspiro stockholding: –

Lars Boilesen Board member since May 2009. Born: 1967. Education: Bachelor of business economics from Aarhus Business School and sales diploma from Kolding Business School. Occupation: CEO of Opera Software. Other assignments: – Experience: CEO of Alcatel-Lucent Nordic and Baltic region, Sales director for Tandberg and experience from Lego in Denmark. Broad experience in the mobile industry from Opera as well as Alcatel. Aspiro stockholding: –

1) Information on Aspiro stockholding as of 31 December 2011.

24 Schibsted’s Offer to the shareholders in Aspiro AB Board of Directors, Management and Auditor

Management Erling Paulsen Gunnar Sellæg Head of Mobile TV. Aspiro employee since 2009. Chief Executive Officer. Aspiro employee since 2006. Born: 1978. Born: 1973. Education: M.Sc. (Eng.) from NTNU, the Norwegian Univer- Education: M.Sc. (Eng.) from NTNU, the Norwegian Univer- sity of Science and Technology. sity of Science and Technology. Experience: Commercial Director and member of the Experience: formerly CEO of Aftenposten Multimedia AS, management group at Elkem Solar, strategy consultant responsible for Aftenposten.no, Oslopuls.no and start-up and project manager at The Boston Consulting Group. of Norwegian consumer portal Forbruker.no and news Aspiro stockholdings: 500,000 portal N24.no. Previous experience managing the Prime- Employee stock options: 1,375,000 Time.net AS advertising network and as a trainee in Schib- sted ASA. Peter Tonstad Aspiro stockholding: 1,490,500 CFO. Aspiro employee since 2010. Employee stock options: 2,500,000 Born: 1972. Education: B.Sc. (Econ.) and Master of Managament Erlend Prestgard program in Finance from the BI School of Economics. Chief Commercial Officer Music. Aspiro employee since Political science qualifications from the University of Oslo. 2010. Experience: Head of Aspiro Mobile Solutions (2010–2011). Born: 1978. Board member of companies including HR North, Edda Education: MBA from the Norwegian School of Economics. Digital AB, Netsprint, Newsdesk, SmartCom and Mobiento. Experience: Aspiro CFO (2010–2011). Project Manager VP of online sales for Reuters Norway and Thomson Finan- at McKinsey & Company. Headed up change projects for cial (London), Director of B2B and international operations a series of clients in various sectors including telecom. for Edda Media/Mecom and former CEO of Tarantell AS. Analyst at UBS Investment Bank Corporate Finance in Aspiro stockholdings: – London, focusing on IPOs and corporate valuations. Employee stock options: 1,375,000 Aspiro stockholdings: – Employee stock options: 1,375,000 Auditor Ernst & Young AB Per Einar Dybvik At the annual general meeting in 2008 the authorized Chief Technical Officer andH ead of Music. Aspiro public accountant Johan Thuresson, Ernst & Young AB, employee since 2005. was elected as Senior Auditor and the authorized public Born: 1965. accountant Kerstin Mouchard, Ernst & Young AB, was Education: M.Sc. (Eng.) from the University of Manchester. elected as Deputy Auditor for the period up until the end of Experience: Schibsted Mobile employee since 2000. the annual general meeting in 2012. Johan Thuresson and Former Product Development Manager at Scandinavia Kerstin Mouchard are born in 1964 and 1952 respectively Online, consultant at Icon Medialab and CEO of internet and both are members of FAR. services provider Neo Interaktiv. Previously electronic services manager at Telenor Media and Researcher at Telenor’s research institute. Aspiro stockholdings: 890,500 Employee stock options: 1,375,000

Schibsted’s Offer to the shareholders in Aspiro AB 25 Articles of associations of Aspiro

Aspiro’s Articles of associations is stated below. A shareholder, who wishes to attend a General Meeting, must be recorded in a print-out or another presentation of § 1 Name the complete share register relating to facts recorded five The name of the Company is Aspiro AB (publ). (5) weekdays before the General Meeting and must give notice to the company not later than 4 p.m. on the date § 2 Domicile mentioned in the notice convening the General Meeting. The domicile of the Board is located in the municipality of The last mentioned day must not be a Sunday, any other Malmö, in the county of Skåne. public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than on the fifth § 3 Business weekday before the General Meeting. The company shall engage in developing, marketing and running mobile communications- and informationsystems The following matters shall be on the agenda at the annual on the Internet and other activities related. general meeting:

§ 4 Share capital 1) election of a chairperson for the general meeting. The share capital shall be not less than SEK 190,000,000.96 2) preparation and adoption of a voting list. and not more than SEK 760,000,003.84. 3) adoption of the agenda. 4) election of one or two persons to examine and adjust § 5 Number of shares the minutes. The number of shares shall amount to minimum 5) determination that the meeting was properly noticed. 107,954,546 shares and maximum 431,818,184 shares. 6) presentation of the annual accounts and auditor’s report, as well as the consolidated annual accounts § 6 Board and auditor’s report where appropriate. The Board of Directors shall consist of between three 7) decisions and ten members, and no more than 10 deputy members. a) Adoption of the income statement, balance sheet, The Board shall be elected annually at the annual general consolidated income statement and consolidated meeting, for a term to the end of the following annual balance sheet. general meeting. b) Disposition of the Company’s profit or loss according to the balance sheet adopted. § 7 Auditors c) Discharge of the members of the Board of Direc- The annual general meeting shall elect one auditor and at tors and, where appropriate, the Managing Director. the most one deputy auditor to audit the annual accounts 8) Setting the Director and, when appropriate, Auditor’s of the Company, the accounting and the management by fee. the Board and, should the occasion arise, the Managing 9) election of the Board of Directors and, when appro- Director. priate, auditors and possibly deputy members of the board and deputy auditors. § 8 Notice of general meeting 10) any other matter that is the responsibility of the Notice of a general meeting shall be effectuated by an general meeting, pursuant to the Companies Act announcement in Post- och Inrikes Tidningar (the Swedish (1975:1385) or the Articles of Association. Official Gazette) and on the company’s web site. It shall be announced in Svenska Dagbladet that notice of a general Every person entitled to vote at the general meeting shall meeting has been given. be entitled to vote all the shares he owns or is authorised to vote, without any restriction regarding the number of votes. § 9 Financial year The Company’s financial year shall be the calendar year. § 11 Record date provision The shares of the company shall be registered with Euro- § 10 General meeting clear Sweden according to the Act (1998:1479) on Account Annual general meeting shall be held annually in Malmö or Keeping of Financial Instruments. in Stockholm within six months after the end of the financial year. Extraordinary general meeting shall be held in Malmö Other information or in Stockholm. Aspiro’s registration number is 556519-9998. The Articles of association was adopted at the annual general meeting held on 14 May 2009.

26 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

INTERIM REPORT

J A N SEP 2011

This information is mandatory for Aspiro AB (publ) to publish pursuant to the Swedish Securities Exchange and Clearing Operations Act and/or the Swedish Financial Instruments Trading Act. This information was submitted for publication at 8:30 a.m. on 10 november 2011.

Schibsted’s Offer to the shareholders in Aspiro AB 27 Aspiro’s interim report January–September 2011

The Quarter in Brief 2

A Focused Aspiro Concentrates on Music and TV—Launching on Several Major Markets

Third Quarter 2011 • Net sales for continuing operations for the third quarter • Aspiro signed a letter of intent with a new partner in one were SEK 62.8 m (SEK 50.6 m), corresponding to growth of of the Benelux countries, for a streaming music service. The some 24%. final agreement would provide Aspiro with revenues in the • EBITDA for continuing operations for the third quarter was range of SEK 8-30 million over a period of four years. SEK -2.1 m (SEK -2.4 m). • Profit/loss after tax for continuing operations for the third Outlook quarter was SEK -5.3 m (SEK -6.7 m). • Aspiro’s goal is to achieve minimum growth of 150% in • The Music business segment increased sales by over 130% the Music business segment in 2011, compared to 2010. on the corresponding quarter of the previous year. The Aspiro is preparing launches on markets including Germany, number of paying users passed 350,000, up 50,000 quarter Benelux and Ireland. on quarter. WiMP was recognized as the best music service • Aspiro’s goal is to achieve mimimum 10% growth in the at the Meffy Awards in London. TV business segment in 2011, compared to 2010. Due to • Significantly improved profitability in the TV business sales processes in 2011 taking longer than expected, Aspiro segment. Aspiro reached an agreement with NII Holdings does not expect to achieve this goal, but instead, growth in Latin America. This is a three-year deal, with estimated will materialise during 2012. With cost control and effective annualized net sales of some SEK 5-8, m starting in the third operation, Aspiro has improved profitability in TV, progress quarter. expected to continue going forward. • The Mobile Solutions business segment was sold to LINK Mobility AS for a purchase price of NOK 20 m, the sales was ”Aspiro divested its Mobile Solutions business segment in the completed on 14 October. third quarter to concentrate its business more. We’re focusing sharply on our prize-winning and future-oriented services Post Period End Highlights in TV and music streaming. We already have 350,000 paying • An EGM of 10 October resolved to authorize the Board of users of our WiMP music service and our TV unit has secured Directors to decide on new share issues and staff stock a new order for several Latin American countries. We’re now option plans in accordance with the Board of Directors’ planning to launch WiMP on several major markets. We are proposals. evaluating Germany, have signed a letter of intent for Benelux • The Board decided to issue a total of 13,406,901 shares, and expect to launch in Ireland in the first quarter of 2012,” to be used as payment for Platekompaniet’s shares in the commented Gunnar Sellæg, Aspiro’s CEO. Norwegian company WiMP Music AS. The acquisition was completed at a rate of 1.20 SEK, representing the volume JUL-SEP JAN-SEP JAN-DEC weighted average share price on November 2. Issue will Key Figures 2011 (2010) 2011 (2010) 2010 increase the share capital by 13,406,901 SEK. Contribution Continuing Operations in kind, equivalent to 60,000 shares of WiMP Music AS were carried at an amount of 16,103,979 SEK the company’s Net sales SEK m 62.8 (50.6) 158.9 (134.8) 184.9 balance sheet. The shares were admitted to trading on 9 EBITDA, SEK m -2.1 (-2.4) -22.6 (-16.9) -27.2 November 2011. Aspiro thus have complete control over Profit/loss after tax, SEK m -5.3 (-6.7) -31.6 (-20.9) -119.5 the music service WiMP in all markets and consolidates Operating margin, % -8.8 (-12.6) -20.8 (-21.4) -61.8 all revenues generated by WiMP from November 2011. Basic earnings per share, SEK -0.03 (-0.04) -0.17 (-0.11) -0.63 Platekompaniet will obtain a 6.5% participating interest in Diluted earnings per share, SEK -0.03 (-0.04) -0.17 (-0.11) -0.63 Aspiro after the new share issue. Other Key Figures About Aspiro Aspiro has unique positioning as the world’s only provider of complete TV and music Equity/assets ratio, % 55 (65) 55 (65) 54 streaming services for partners that want to put their own branding on the service. Return on capital employed, % -4.06 (-5.12) -22.87 (-7.65) -54.24 Aspiro also provides the music streaming service WiMP directly to consumers on selected markets. Aspiro has over ten years’ experience in mobile technology and Return on equity, % -4.03 (-5.58) -22.99 (-7.17) -58.92 retail in northern Europe, and delivers services to partners worldwide like Deutsche Telekom, Telenor, 3, TeliaSonera, the BBC, Entel and Canal Digital. Aspiro is listed on Cash flow from operating activities Nasdaq OMX Nordic Exchange Stockholm. per share, SEK -0.09 (0.03) -0.20 (0.06) -0.01

28 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

A Statement by Gunnar Sellæg 3

A Statement by Gunnar Sellæg

“The past quarter was a major milestone for Aspiro. The pro- this growth. We are negotiating with record companies and cess of concentrating the company has been ongoing since potential partners to launch in more countries, and we are 2009, and in the past year, we executed several transactions now extending our organization and getting ready to roll out to clarify Aspiro as the Scandinavian leader in streaming. The WiMP on several new markets. We’ve signed letters of intent sale of Mobile Solutions to Link Mobility marks the end of this in Benelux and Ireland, and are now engaged in evaluating a restructuring process, and going forward, it’s all about growth. launch on the German market. Our growth is already robust, with a 24% increase in revenues In the TV segment, we succeeded in improving profitabi- in Q3 2011 compared to Q3 2010. lity through effective operation and cost control. We signed In the Music segment, progress was really positive in the a new agreement on a launch in Latin America in the third past quarter. WiMP was recognized as the best music service quarter, and there are many concrete opportunities we are globally by the Mobile Entertainment Forum. This is because now working on executing. Aspiro has positioned itself as one of our editorial focus, where we help users discover new of the world leaders in TV solutions for mobile phones, tablets music, and because we’re the best at local music. More corro- and computers. What’s new is that we’re now also integrating boration that WiMP is the right focus is apparent when we see directly to state-of-the-art TV screens and digiboxes. how sales grew by 130% on the corresponding quarter of the Aspiro is now standing out as a concentrated company previous year. Our job right now is to continue this fantastic with high growth. The future in music and TV looks really progress and launch on new markets. Sweden and Norway are positive, so now it’s all about growth and expansion, while at the leading edge of progress in the music sector, and strea- simultaneously focusing on profitability in existing markets,” ming is in its infancy in most other countries, which means we commented Gunnar Sellæg, Aspiro’s CEO. can expect high growth. We’re well positioned to benefit from

Continuing Operations 2009-2011, SEK m

Net sales, SEK m EBITDA, SEK m 75 4

-2 50

-8

25 -14

0 -20 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 2009 2009 2009 2009 2010 2010 2010 2010 2011 2011 2011

Net sales EBITDA

Schibsted’s Offer to the shareholders in Aspiro AB 29 Aspiro’s interim report January–September 2011

Sales and Results 4

Sales and Results of Operations

Figures in brackets are for the corresponding period of the previous year.

Current Reporting Period July – September 2011 Interim Reporting Period January – September 2011 Net sales for continuing operations for the third quarter were Net sales for continuing operations for the nine-month period SEK 62.8 m (SEK 50.6 m), corresponding to growth of some were SEK 158.9 m (SEK 134.8 m), which corresponds to growth 24%. In year-on-year terms, sales increased in Aspiro’s Music of some 18%. In year-on-year terms, sales increased in Aspiro’s business segment (some 130%), or some SEK 20 m. Sales in Music business segment (some 154%), or some SEK 48 m. Mobile Search are decreasing, tracking reduced demand and In the nine-month period, EBITDA for continuing opera- lower volumes. tions was SEK -22.6 m (SEK -16.9 m). In year-on-year terms, In the third quarter, EBITDA for continuing operations was EBITDA decreased, primarily due to reduced sales in Mobile SEK -2.1 m (SEK -2.4 m). In year-on-year terms, EBITDA impro- Search and upscaled initiatives in Music. In TV, EBITDA improved primarily in the TV segment, where Aspiro has focused ved by SEK 7.1 m. on effective operation and cost control. Due to vacation pay The profit/loss after tax for the nine-month period for con- regulations in Norway, Aspiro has significantly lower payroll tinuing operations was SEK -31.6 m (SEK -20.9 m). Basic and expenses in the third quarter, equating to a seasonal effect of diluted earnings per share for the same period for continuing SEK 4.2 m (SEK 2.6 m). operations were SEK -0.17 (SEK -0.11). The profit/loss after tax for continuing operations for the three-month period was SEK -5.3 m (SEK -6.7 m). Basic and diluted earnings per share for the third quarter were SEK -0,03 (SEK -0,04) for continuing operations.

Net Sales Earnings Net of Direct Expenses* EBITDA Sales and Earnings per Business Area Q3 2011 Q3 2010 Q3 2011 Q3 2010 Q3 2011 Q3 2010 SEK m

Music 35.1 15.2 8.1 4.0 -5.0 -4.7 TV 13.3 13.4 12.6 12.5 0.0 -3.1 Mobile Search 14.3 21.1 8.1 13.0 7.5 11.5 Eliminations/unallocated 0.1 0.9 0.1 1.1 -4.6 -6.1 Total 62.8 50.6 28.9 30.6 -2.1 -2.4 Discontinued operation 18.2 26.8 6.7 7.8 0.3 -7.5

Net Sales Sales per Country Q3 2011 Q3 2010 SEK m Norway 33.0 29.8 Denmark 10.0 8.1 Baltics 0.0 0.1 Sweden 9.2 1.3 Finland 0.2 0.0 Other countries 10.4 11.3 Total 62.8 50.6 Discontinued operation 18.2 26.8

* Net sales less expenses for purchased content, advertising and revenue sharing.

30 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Business Areas 5

Quarterly Sales and Earnings by Business Area

SEK m Q3 2011 Q2 2011 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009

Net Sales Music 35.1 26.5 17.8 18.7 15.2 9.2 6.9 7.1 7.1 7.9 6.0 TV 13.3 12.9 11.6 13.9 13.4 14.7 11.2 12.4 11.2 10.1 5.8 Mobile Search 14.3 14.1 13.2 17.6 21.1 22.6 18.0 19.4 20.8 20.7 18.9 Eliminations/unallocated 0.1 0.1 -0.2 -0.1 0.9 -0.1 1.7 2.4 4.0 5.0 6.7 Total 62.8 53.6 42.4 50.1 50.6 46.4 37.8 41.3 43.1 43.7 37.4 Discontinued operation 18.2 17.7 22.5 28.6 26.8 59.5 62.0 67.7 73.9 78.8 83.1

Earnings Net of Direct Expenses Music 8.1 5.5 4.9 4.1 4.0 3.0 2.4 2.3 3.1 2.6 0.6 TV 12.6 11.9 10.7 13.2 12.5 14.4 10.2 11.8 10.3 9.7 5.2 Mobile Search 8.1 7.4 7.8 8.9 13.0 12.8 10.0 8.2 10.0 8.9 10.0 Eliminations/unallocated 0.1 -0.1 0.2 0.1 1.1 -1.6 -0.5 2.6 0.7 1.6 12.6 Total 28.9 24.7 23.6 26.3 30.6 28.6 22.1 24.9 24.1 22.8 28.4 Discontinued operation 6.7 8.2 8.9 6.3 7.8 30.9 34.2 27.5 33.1 33.5 30.1

EBITDA Music -5.0 -6.7 -6.8 -5.7 -4.7 -5.5 -4.4 -3.1 -0.6 -1.4 -3.8 TV 0.0 -2.1 -3.4 -2.0 -3.1 -3.6 -5.9 -4.6 -1.2 -0.1 -4.8 Mobile Search 7.5 6.6 7.0 7.8 11.5 11.5 8.6 6.8 8.9 7.2 9.1

Eliminations/unallocated -4.6 -8.1 -7.0 -10.5 -6.1 -7.7 -7.4 -6.7 -6.9 -8.4 -8.1 Total -2.1 -10.3 -10.2 -10.4 -2.4 -5.3 -9.1 -7.6 0.2 -2.7 -7.6

Discontinued operation 0.3 -0.6 -2.6 -7.2 -7.5 9.4 10.2 -1.5 6.1 7.2 3.3

Operating segments Mobile Eliminations/ Continuing Discontinued JUL-SEP Music TV Search unallocated Operations Operation SEK m 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010 External net sales 35.1 15.2 13.3 13.4 14.3 21.1 0.1 0.9 62.8 50.6 18.2 26.8 Internal net sales ------Other operating revenues - - 0.2 0.2 - - 0.5 1.4 0.7 1.6 0.1 - External direct expenses -27.0 -11.2 -0.9 -1.1 -6.2 -8.1 -0.5 -1.2 -34.6 -21.6 -11.6 -19.0 Internal direct expenses ------Earnings net of direct expenses 8.1 4.0 12.6 12.5 8.1 13.0 0.1 1.1 28.9 30.6 6.7 7.8 Indirect operating expenses -13.1 -8.7 -12.6 -15.6 -0.6 -1.5 -4.7 -7.2 -31.0 -33.0 -6.4 -15.3 EBITDA -5.0 -4.7 0.0 -3.1 7.5 11.5 -4.6 -6.1 -2.1 -2.4 0.3 -7.5 Depreciation, amortization and impairment -3.4 -4.0 -0.2 -0.3 Operating profit/loss -5.5 -6.4 0.1 -7.8 Financial income and expenses 0.1 -0.5 0.1 0.1 Profit/loss before tax -5.4 -6.9 0.2 -7.7 Tax 0.1 0.2 - - Capital gain/loss, discontinued operations - - - -1.6 Net profit/loss -5.3 -6.7 0.2 -9.3

Schibsted’s Offer to the shareholders in Aspiro AB 31 Aspiro’s interim report January–September 2011

Operations 6

Operations

Music In the third quarter, Aspiro’s Music business segment had sales Aspiro TV signed an agreement with NII Holdings on of SEK 35.1 m (SEK 15.2 m), equating to growth of some 131%. delivering videostreaming services in Latin America in the Earnings net of direct expenses were SEK 8.1 m (SEK 4.0 m) third quarter. This is a three-year deal and is expected to and EBITDA was SEK -5.0 m (SEK -4.7 m). generate annualized net sales of some SEK 5-8 m, starting in Year-on-year sales growth is sourced from Aspiro’s the third quarter of 2011. streaming services, primarily in Scandinavia. In the period, Over the past year, Aspiro executed significant expansion Aspiro’s music streaming service passed 350,000 paying users of its product portfolio, from delivering mobile TV exclusively on all the four markets of Norway, Sweden, Denmark and to becoming a full-range vendor of TV and video services Portugal. The user base expanded, especially in Norway. for all types of display, from mobiles to tablets to computers In Norway, Aspiro has been running a joint venture with and new TV screens with Internet functionality. In the third Platekompaniet, and accordingly, consolidated half of the quarter, Aspiro also completed its work on a new framework sales and earnings generated by the Norwegian WiMP service. for Augmented TV, which enables contextual elements to After the end of the period, Aspiro acquired Platekompaniet’s be added to TV or video casts. This extra HTML 5-based shares in WiMP Norway, which means that from November layer enables graphics or text, advertising or other content 2011 onwards, Aspiro will be consolidating all sales. If this had to be added directly to TV broadcasts without interrupting been completed back at the beginning of the third quarter, video. For example, sports results can be added to TV during third-quarter sales would have increased by some SEK 12 m. a match, the capability of in-play gambling on results, Aspiro is negotiating with several potential partners tailored advertising, real-time voting or recommendations. regarding launches on new markets, and is currently This opens up a broad spectrum of opportunities for Aspiro evaluating a launch on the German market. Aspiro expects and its customers, who are able to interact with their users, to conduct a beta test in Germany starting late in the fourth simultaneous with them watching video or TV. Because Aspiro quarter or early in the first quarter 2012. After the end of the has implemented the service using HTML5 it is also very easy period, Aspiro signed a letter of intent for a launch in one for third parties to start using. The first customer contracts of the Benelux countries, and the company had previously based on this new framework are scheduled for early in the signed a letter of intent for a launch in Ireland. first quarter of 2012. In the third quarter, Aspiro developed WiMP clients for the Aspiro TV was nominated for two awards in the period, the new Windows Phone 7 with the Mango operating system, Meffy Awards in London for Best TV and Video Service and Nokia’s Symbian operating system and Nokia’s Meego, which the ConnectedWorld.TV awards in the Netherlands for Best launched with the Nokia N9. WiMP won the Best Music Service Services Platform. class at the Meffy Awards in London in early-July. This high- Aspiro’s goal is to achieve mimimum 10% growth in the profile award recognizes the latest innovative music service TV business segment in 2011, compared to 2010. Due to that uses the unique characteristics of the mobile platform sales processes in 2011 taking longer than expected, Aspiro and offers a value-for-money and enjoyable consumer does not expect to achieve this goal, but instead, growth will experience. arrive during 2012. With cost control and effective operation, In the period, Aspiro also hired marketing managers for Aspiro has improved profitability in TV, progress expected to its Swedish and Danish businesses, and former CFO Erlend continue going forward. Prestgard took on the role of Chief Commercial Officer of Music, taking on responsibility for international growth and Mobile Search launching WiMP on new markets with new partners. Net sales in Mobile Search for the third quarter were some Aspiro’s goal is minimum 150% growth in Music in 2011. SEK 14.3 m (SEK 21.1 m). Earnings net of direct expenses were SEK 8.1 m (SEK 13.0 m) and EBITDA was SEK 7.5 m (SEK 11.5 TV m). The sales trend and number of searches in Mobile Search Net sales in TV for the third quarter were some SEK 13.3 m is declining, and Aspiro’s strategy is to maximize profitability (SEK 13.4 m). Earnings net of direct expenses amounted to through effective operations. Aspiro is evaluating structural SEK 12.6 m (12.5 m) and EBITDA was SEK 0.0 m (SEK -3.1 m). changes in Mobile Search, but regards its possibilities as Aspiro has succeeded in improving EBITDA in TV despite not limited due to the Norwegian competition authority’s yet realizing its growth ambitions. decision to block its planned sale in 2009.

32 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Operations 7

Divestment of companies carried at an amount of 16,103,979 SEK in the company’s In the third quarter, Aspiro signed an agreement to sell the balance sheet. The shares were admitted to trading on 9 Mobile Solutions business segment to LINK Mobility AS for November 2011. Aspiro thus have complete control over a purchase price of NOK 20 m. 15 employees in Norway the music service WiMP in all markets and consolidates and the Baltics transferred to LINK Mobility in tandem with all revenues generated by WiMP from November 2011. its takeover. A purchase price of NOK 7.5 m was paid on Platekompaniet obtained a 6.5% participating interest in completion of the transaction, NOK 7.5 m with an adjustment Aspiro after the new share issue. Aspiro signed a letter of for potential guarantees after nine months, and the remaining intent with a new partner in one of the Benelux countries, for NOK 5 m will be paid quarterly as a share of the buyer’s a streaming music service. The final agreement would provide trading earnings. Aspiro with revenues in the range of SEK 8-30 million over a period of four years. Human and Organizational Resources At the end of the period, Aspiro had 122 (115) full-time Outlook employees, against 120 at the end of the second quarter. Aspiro’s goal is to achieve minimum growth of 150% in the The number of employees increased in the Music business Music business segment in 2011, compared to 2010. Aspiro is segment, where further increases are also expected going preparing launches on markets including Germany, Benelux forward. In tandem with the divestment of Mobile Solutions, and Ireland.Aspiro’s goal is to achieve minimum 10% growth the employee headcount will reduce by 15 during the fourth in the TV business segment in 2011, compared to 2010. Due quarter. Peter Tonstad, former Business Area Manager of to sales processes in 2011 taking longer than expected, Aspiro Mobile Solutions, took over of as CFO, and Erlend Prestgard does not expect to achieve this goal, but instead, growth will took on the role as Chief Commercial Officer of Music. arrive during 2012. With cost control and effective operation, Aspiro has improved profitability in TV, progress expected to Investments continue going forward. Investments in intangible assets were SEK 0.1 m (SEK 0.6 m) in the third quarter. Investments in property, plant and Risks and Uncertainties equipment were SEK 1.5 m (SEK 1.2 m) in the third quarter. The market for TV and music streaming remains immature and features rapid technological and market progress, Liquidity and Finance changeable competitive conditions and new regulations. Consolidated cash and cash equivalents were SEK 38.1 m (SEK Aspiro’s operations and profitability are affected both by 78.8 m) at the end of the period. Cash flow from operating operating risks and financial risks. For a detailed review of activities before changes in working capital in the third significant risks and uncertainty factors, see the Annual quarter were SEK -1.0 m (SEK -14.2 m). Report 2010.

Parent Company Accounting Principles Parent company net sales were SEK15.5 m (SEK 6.1 m), in the Like the annual financial statements for 2010, Aspiro’s third quarter, of which SEK 15.5 m (SEK 5.7 m) were intragroup consolidated accounts for the third quarter of 2011 have been sales. SEK 0.2 m (SEK 1.5 m) of parent company operating prepared in accordance with International Financial Reporting expenses in the third quarter were intragroup expenses. The Standards (IFRS) as endorsed by the EU. For the group, this profit/loss after financial items for the same period was SEK Interim Report has been prepared according to IAS 34 Interim 10.0 m (SEK 0.5 m). Financial Reporting and applicable stipulations of the Swedish Annual Accounts Act. The accounting principles applied are Post Period End Highlights consistent with those used when preparing the most recent An EGM of 10 October resolved to authorize the Board of annual accounts, apart from the new or revised standards and Directors to decide on new share issues and staff stock option statements from the IASB endorsed by the EU for application plans in accordance with the Board of Directors’ proposals. from 1 January 2011 onwards. The accounting principles are The Board decided to issue a total of 13,406,901 shares, stated on pages 50-54 of the Annual Report for 2010. The to be used as payment for Platekompaniet’s shares in the new or revised standards and statements that have come Norwegian company WiMP Music AS. The acquisition was into effect since 1 January 2011 did not have any material completed at a rate of 1.20 SEK, representing the volume effect on the consolidated financial statements. The financial weighted average share price on November 2. Issue will statements of the parent company have been prepared in increase the share capital by 13,406,901 SEK. Contribution accordance with the Swedish Annual Accounts Act and RFR 2, in kind, equivalent to 60,000 shares of WiMP Music AS were Accounting for Legal Entities.

Schibsted’s Offer to the shareholders in Aspiro AB 33 Aspiro’s interim report January–September 2011

Investor Relations 8

Investor Relations

EGM IR Calendar The proposals from the Board of Directors, on authorization Year-end Report 2011 16 February 2012 for the Board of Directors to decide on a new share issue and Annual Report 2011 April 2012 staff stock options, were approved by Aspiro’s Extraordinary Interim Report for the first quarter 2012 10 May 2012 General Meeting (EGM), which was held on Monday, 10 AGM 2012 11 May 2012 October 2011. Minutes and documentation from the EGM is Interim Report for the second quarter 2012 9 Augusti 2012 available on www.aspiro.com. Interim Report for the third quarter 2012 8 November 2012

Election Committe and AGM IR Contacts Aspiro’s AGM 2008 decided that the Chairman of the Board Aspiro maintains updated information at www.aspiro.com. will contact the major shareholders to appoint an Election The company can also be contacted by e-mail at Committee consisting of three members, at the latest by the [email protected], by phone on +46 (0)40 630 0300, fax end of the third quarter each year. The Election Committee +46(0)40 57 97 71 or by mail: Aspiro AB (publ), Investor Rela- appoints its chairman internally. The Election Committee for tions, Gråbrödersgatan 2, SE-211 21 Malmö, Sweden. the AGM in 2012 consists of the following members: Trond Berger for Schibsted, Björn Franzon for Swedbank Robur Aspiro AB (publ) funds and Odd Winger. Aspiro’s AGM 2012 will be held Friday Org. nr. 556519-9998 11 May at Östermalmsgatan 87 D in Stockholm. Information Malmö, Sweden, 10 November 2011 about the election committe and the AGM is available at www.aspiro.com. Gunnar Sellæg, Chief Executive Officer

Aspiro’s Stock and Stockholders Aspiro is a small cap company that is listed on Nasdaq OMX For more information, please contact: Nordic Exchange in Stockholm. On 30 September 2011, the Kristin Castillo Eldnes stock price was SEK 1.27 and total market capitalization was Head of Communication and IR some SEK 245 m. Aspiro’s employees exercised 2,315,000 staff tel: (+47) 908 07 389 stock options in the 2009/2011 staff stock option plan. Exer- e-mail: [email protected] cise means Aspiro issued 2,315,000 new shares for total issue proceeds of SEK 3,009,500. The total number of outstanding Gunnar Sellæg shares was 192,853,115 at the end of the period. Upon full CEO exercise of outstanding warrants, the number of shares could tel: (+47) 901 81 528 increase to 202,853,115. The largest stockholders and their e-mail: [email protected] holdings as of 30 September are illustrated in the below table.

No. of Holdings, Largest Stockholders as of 30 Sept. 2011 Shares %

SEB ENSKILDA AS Klientdepo 47,839,958 24.81 Schibsted 37,772,222 19.59 ORKLA ASA 9,490,000 4.92 AVANZA PENSION 9,044,589 4.69 INVESTRA ASA 8,000,000 4.15 NORDNET PENSIONSFÖRSÄKRING AB 7,182,970 3.72 Swedbank Robur funds 4,006,365 2.08 ANTECH ALLIANCE INC 3,400,000 1.76 Länsförsäkringar fondförvaltning AB 3,256,000 1.69 CLEARSTREAM BANKING S.A., W8IMY 2,418,988 1.25 Other stockholders 60,442,023 31.34 Total 192,853,115 100.00

34 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Brief Financial Summary 9

Brief Financial Summary

Q3 2011 Q2 2011 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009

Net sales. SEK m 81.0 71.3 64.9 78.7 77.4 105.9 99.8 109.0 117.0 122.5 120.5

Net sales, continuing operations, SEK m 62.8 53.6 42.4 50.1 50.6 46.4 37.8 41.3 43.1 43.7 37.4

EBITDA, SEK m -1.8 -10.9 -12.8 -17.6 -9.9 4.1 1.1 -9.1 6.3 4.5 -4.3

EBITDA, continuing operations, SEK m -2.1 -10.3 -10.2 -10.4 -2.4 -5.3 -9.1 -7.6 0.2 -2.7 -7.6

Operating profit/loss, SEK m -5.4 -14.7 -16.9 -92.9 -14.2 -2.3 -4.7 -15.0 1.1 0.1 -9.4

Operating profit/loss, continuing operations, SEK m -5.5 -13.9 -13.6 -85.3 -6.4 -9.6 -12.9 -11.4 -2.9 -5.0 -10.7

Profit/loss before tax, SEK m -5.2 -12.1 -16.8 -97.1 -14.6 -2.2 -4.9 -14.7 0.8 0.1 -8.6

Profit/loss before tax, continuing operations, SEK m -5.4 -11.2 -14.5 -84.9 -7.0 -9.6 -13.0 -11.2 -3.3 -5.2 -10.0

Profit/loss after tax, SEK m -5.1 -12.2 -15.4 -109.4 -16.0 -1.3 -4.2 -14.2 1.5 4.3 -8.0

Profit/loss after tax, continuing operations, SEK m -5.3 -11.9 -14.4 -98.6 -6.7 -5.5 -8.8 -10.0 -0.1 1.6 -8.1

Equity/assets ratio, % 55 56 53 54 65 71 72 70 76 75 70

Return on equity, % -4.03 -9.20 -10.03 -51.87 -5.58 -0.41 -1.22 -4.93 0.67 1.48 -2.62

Return on capital employed, % -4.06 -8.55 -10.49 -43.98 -5.12 -0.74 -1.60 -4.93 0.44 0.18 -2.70

Cash flow from operating activities, per share, SEK -0.09 -0.07 -0.03 -0.06 0.03 -0.01 0.04 -0.02 0.01 -0.05 -0.02 Operating margin, % -6.7 -20.6 -26.0 -118.0 -18.3 -2.2 -4.7 -13.8 0.9 0.1 -7.8

Operating margin, continuing operations, % -8.8 -25.9 -32.1 -170.3 -12.6 -20.7 -34.1 -27.6 -6.7 -11.4 -28.6

Basic earnings per share, SEK -0.03 -0.06 -0.08 -0.57 -0.08 -0.01 -0.02 -0.07 0.01 0.02 -0.04 Basic earnings per share, continuing operations, SEK -0.03 -0.06 -0.08 -0.52 -0.04 -0.03 -0.05 -0.05 0.00 0.01 -0.04

Diluted earnings per share, SEK -0.03 -0.06 -0.08 -0.57 -0.08 -0.01 -0.02 -0.07 0.01 0.02 -0.04 Diluted earnings per share, continuing operations, SEK -0.03 -0.06 -0.08 -0.52 -0.04 -0.03 -0.05 -0.05 0.00 0.01 -0.04

Average no. of shares outstanding, 000 192,551 190,538 190,538 190,538 190,538 190,538 190,538 190,538 190,538 190,538 190,538 Average no. of shares outstanding and potential shares, 000 192,551 200,538 200,538 200,538 200,538 200,538 200,538 200,538 200,538 195,538 199,438 Definitions of Key Figures Cash flow from operating activities per share EBITDA Cash flow from operating activities divided by the average number of Earnings before interest, taxes, depreciation and amortization. outstanding shares.

Equity/assets ratio Operating margin Equity (including non-controlling interests) as a percentage of total Operating profit/loss as a percentage of net sales. assets. Earnings per share Return on equity Profit/loss attributable to equity holders of the parent divided by the Profit/loss attributable to equity holders of the parent as a average number of outstanding shares. percentage of average equity. Average number of outstanding shares Return on capital employed Weighted average number of outstanding shares in the period. Profit/loss before tax plus financial expenses as a percentage of average capital employed. Average number of outstanding shares and potential shares Weighted average number of outstanding shares and potential shares Capital employed in the period. Total assets less non interest-bearing liabilities including deferred tax liabilities.

Schibsted’s Offer to the shareholders in Aspiro AB 35 Aspiro’s interim report January–September 2011

Consolidated Income Statement 10

Consolidated Income Statement

SEK 000 JUL-SEP 2011 JUL-SEP 2010 JAN-SEP 2011 JAN-SEP 2010 JAN-DEC 2010

Continuing,operations

Net sales 62,802 50,639 158,858 134,814 184,921 Other operating revenues 722 1,602 2,186 3,342 4,710 Total 63,524 52,241 161,044 138,156 189,631 Services and goods for resale -33,039 -19,940 -79,740 -48,324 -69,787 Other external expenses -11,720 -11,403 -35,526 -39,865 -56,221 Personnel expenses -20,330 -17,826 -65,687 -57,497 -78,690 Depreciation and impairment losses, property, plant and equipment -1,872 -1,688 -5,639 -4,757 -6,395 Amortization and impairment losses, intangible assets -1,560 -2,298 -4,811 -7,270 -80,571 Other operating expenses -506 -5,514 -2,666 -9,355 -12,168 Total -69,027 -58,669 -194,069 -167,068 -303,832 Operating profit/loss -5,503 -6,428 -33,025 -28,912 -114,201

Net financial income/expense 147 -522 1,931 -654 -220

Profit/loss before tax -5,356 -6,950 -31,094 -29,566 -114,421 Tax 74 253 -489 8,628 -5,110 Net profit/loss for the period, continuing operations -5,282 -6,697 -31,583 -20,938 -119,531

Discontinued operation

Net profit/loss for the period, discontinued operation 188 -9,351 -1,121 -580 -11,364 Net profit/loss for the period* -5,094 -16,048 -32,704 -21,518 -130,895

*Attributable to equity holders of the parent. -5,094 -15,060 -32,166 -19,632 -128,925 Attributable to non-controlling interests - -988 -538 -1,886 -1,970

Basic earnings per share, SEK -0.03 -0.08 -0.17 -0.10 -0.68 Diluted earnings per share, SEK -0.03 -0.08 -0.17 -0.10 -0.68

Basic earnings per share, continuing operations, SEK -0.03 -0.04 -0.17 -0.11 -0.63 Diluted earnings per share, continuing operations, SEK -0.03 -0.04 -0.17 -0.11 -0.63

Average number of shares before dilution, 000 192,551 190,538 191,209 190,538 190,538 Average number of shares after dilution, 000 192,551 190,538 191,209 190,538 190,538

Statement of Comprehensive Income

SEK 000 JUL-SEP 2011 JUL-SEP 2010 JAN-SEP 2011 JAN-SEP 2010 JAN–DEC 2010 Net profit/loss for the period -5,094 -16,048 -32,704 -21,518 -130,895 Translation differences for the period 110 3,810 -1,109 507 -62 Comprehensive income for the period* -4,984 -12,238 -33,813 -21,011 -130,957

*Attributable to equity holders of the parent -4,984 -11,363 -33,275 -19,220 -129,060

Attributable to non-controlling interests - -875 -538 -1,791 -1,897

36 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Consolidated Balance Sheet 11

Consolidated Balance Sheet

SEK 000 30/9 2011 30/9 2010 31/12 2010

ASSETS

Fixed assets Goodwill 57,148 123,548 57,148 Other intangible assets 5,335 19,432 10,800 Property, plant and equipment 12,185 14,072 12,525 Deferred tax assets 791 16,951 1,698 Other long-term receivables 498 73 953 Total fixed assets 75,957 174,076 83,124

Current assets Accounts receivable 54,767 71,477 83,509 Current tax assets 2,801 4,850 2,511 Other receivables 15,328 43,390 28,440 Prepaid expenses and accrued income 10,790 31,406 13,889 Cash and cash equivalents 38,083 78,752 76,793 Total current assets 121,769 229,875 205,142

Assets held for sale 28,356 - -

Total assets 226,082 403,951 288,266

EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Share capital 192,853 190,538 190,538 Other paid-up capital 379,167 378,524 378,524 Reserves 3,015 4,671 4,124

Retained earnings -417,619 -289,391 -289,661 Net profit/loss for the period -32,166 -19,632 -128,925 Total 125,250 264,710 154,600 Equity attributable to non-controlling interests - -847 -100

Total equity 125,250 263,863 154,500

Non-current liabilities

Deferred tax liability - 2,515 222 Total non-current liabilities - 2,515 222

Current liabilities

Accounts payable 9,014 29,784 32,106 Current tax liabilities 745 45 36 Other liabilities 10,404 33,876 31,314 Accrued expenses and deferred income 50,381 72,522 68,852 Other provisions - 1,346 1,236 Total current liabilities 70,544 137,573 133,544 Liabilities held for sale 30,288 -, - Total liabilities 100,832 140,088 133,766 Total equity and liabilities 226,082 403,951 288,266

Schibsted’s Offer to the shareholders in Aspiro AB 37 Aspiro’s interim report January–September 2011

Consolidated Cash Flow Statement 12

Consolidated Cash Flow Statement

JUL-SEP JUL-SEP JAN-SEP JAN-SEP JAN-DEC SEK 000 2011 2010 2011 2010 2010

Operating activities Net profit/loss for the period -5,094 -16,048 -32,704 -21,518 -130,895 Adjustment for non-cash items 4,135 1,802 10,017 12,765 106,410 Cash flow from operating activities before changes in working capital -959 -14,246 -22,687 -8,753 -24,485

Cash flow from changes in working capital -15,519 20,914 -14,601 21,050 22,256 Cash flow from operating activities -16,478 6,668 -37,288 12,297 -2,229

Investing activities Purchases of subsidiaries and joint venture - -28 - -245 -348 Divestment of operation 182 19,056 1,891 19,056 33,358 Acquisitions of intangible assets -123 -588 -538 -2,147 -3,223 Acquisitions of property, plant and equipment -1,480 -1,215 -6,027 -4,508 -4,993 Increase/decrease of financial assets - - -114 -10 - Cash flow from investing activities -1,421 17,225 -4,788 12,146 24,794

Financing activities New issue 2,308 - 2,958 - - Cash flow from financing activities 2,308 - 2,958 - - Cash flow for the period -15,591 23,893 -39,118 24,443 22,565 Cash and cash equivalents at beginning of period 53,667 56,668 76,793 57,881 57,881 Exchange rate difference in cash and cash equivalents 7 -1,809 408 -3,572 -3,653 Cash and cash equivalents at end of period 38,083 78,752 38,083 78,752 76,793

38 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Quarterly Income Statement 13

Quarterly Income Statement

SEK 000 Q3 2011 Q2 2011 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009

Continuing operations Net sales 62,802 53,616 42,440 50,107 50,639 46,362 37,813 41,333 43,097 43,685 37,427 Other operating income 722 552 912 1,368 1,602 1,283 457 3,288 1,217 1,063 9,834 Total 63,524 54,168 43,352 51,475 52,241 47,645 38,270 44,621 44,314 44,748 47,261 Services and goods for resale -33,039 -27,845 -18,856 -21,463 -19,940 -15,564 -12,820 -13,493 -13,773 -13,936 -14,708 Other external expenses -11,720 -13,201 -10,605 -16,356 -11,403 -15,713 -12,749 -18,466 -12,612 -15,195 -15,179 Personnel expenses -20,330 -22,386 -22,971 -21,193 -17,826 -20,196 -19,475 -17,886 -15,104 -16,005 -17,289 Depreciation, amortization and impairment losses: Property, plant and equipment -1,872 -1,961 -1,806 -1,638 -1,688 -1,637 -1,432 -1,487 -1,037 -105 -888 Intangible assets -1,560 -1,641 -1,610 -73,301 -2,298 -2,651 -2,321 -2,231 -2,138 -2,275 -2,161 Other operating expenses -506 -1,031 -1,129 -2,813 -5,514 -1,479 -2,362 -2,423 -2,597 -2,278 -7,694 Total -69,027 -68,065 -56,977 -136,764 -58,669 -57,240 -51,159 -55,986 -47,261 -49,794 -57,919 Operating profit/loss -5,503 -13,897 -13,625 -85,289 -6,428 -9,595 -12,889 -11,365 -2,947 -5,046 -10,658 Net financial income/expense 147 2,661 -877 434 -522 -23 -109 131 -336 -118 644

Profit/loss before tax -5,356 -11,236 -14,502 -84,855 -6,950 -9,618 -12,998 -11,234 -3,283 -5,164 -10,014

Tax 74 -637 74 -13,738 253 4,149 4,226 1,218 3,155 6,774 1,886 Profit/loss for the period -5,282 -11,873 -14,428 -98,593 -6,697 -5,469 -8,772 -10,016 -128 1,610 -8,128

Discontinued operations

Profit/loss for the period, discontinued operations 188 -353 -956 -10,784 -9,351 4,202 4,569 -4,203 1,638 2,655 171

Profit/loss for the period -5,094 -12,226 -15,384 -109,377 -16,048 -1,267 -4,203 -14,219 1,510 4,265 -7,957

Schibsted’s Offer to the shareholders in Aspiro AB 39 Aspiro’s interim report January–September 2011

Changes in equity 14

Statement of Changes in Equity 1 Jan. - 30 Sep. 2011

Attributable to Non- Attributable to Equity Holders of the Parent Controlling Interests Other Paid-up Retained Net profit/ SEK 000 Share Capital Capital Reserves Earnings loss Total

Closing balance, equity 31 December 2010 190,538 378,524 4,124 -289,661 -128,925 -100 154,500

Opening balance, equity, 1 January 2011 190,538 378,524 4,124 -289,661 -128,925 -100 154,500

Transfer of previous year’s profits/loss - - - -128,925 128,925 - -

Net profit/loss - - - - -32,166 -538 -32,704

Other comprehensive income - - -1,109 - - - -1,109 Total changes in net worth, excluding transactions with equity holders of the company - - -1,109 -128,925 96,759 -538 -33,813

New issue stock options 2,315 643 - - - - 2,958

Non-controlling interests - - - -638 - 638 -

Effect of stock option plans - - - 1,605 - - 1,605

Closing balance, equity 30 September 2011 192,853 379,167 3,015 -417,619 -32,166 - 125,250

Statement of Changes in Equity 1 Jan. - 30 Sep. 2010

Attributable to Non- Attributable to Equity Holders of the Parent Controlling Interests

Other Paid-up Retained Net profit/ SEK 000 Share Capital Capital Reserves Earnings loss Total

Closing balance, equity 31 December 2009 190,538 378,524 4,259 -271,616 -13,672 0 288,033 Correction - - - -2,266 -2,729 - -4,995 Opening balance, equity, 1 January 2010 190,538 378,524 4,259 -273,882 -16,401 0 283,038

Transfer of previous year’s profits/loss - - - -16,401 16,401 - -

Net profit/loss - - - - -19,632 -1,886 -21,518

Other comprehensive income - - 412 - - 95 507 Total changes in net worth, excluding transactions with equity holders of the company - - 412 -16,401 -3,231 -1,791 -21,011 Effect of stock option plans - - - 1,836 - - 1,836

Non-controlling interests - - - -944 - 944 0 Closing balance, equity, 30 September 2010 190,538 378,524 4,671 -289,391 -19,632 -847 263,863

40 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Discontinued Operation 15

Discontinued Operation

In the Income Statement, the profit/loss from Mobile Solutions has been reported as profit/loss from a discontinued operation. This operation was sold on 14 October 2011. Income Statement from Discontinued Operation Mobile Solutions

SEK 000 Q3 2011 Q2 2011 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 FY 2010 FY 2009 Net sales 18,185 17,726 22,098 27,341 22,342 14,076 13,128 12,452 12,649 16,652 19,597 76,887 61,350 Other operating revenues 129 216 1,326 248 -7 27 20 23 50 88 482 288 643 Total 18,314 17,942 23,424 27,589 22,335 14,103 13,148 12,475 12,699 16,740 20,079 77,175 61,993 Services and goods for resale -10,402 -8,127 -12,240 -16,831 -10,264 -1,764 -1,394 -2,271 -1,953 -2,700 -1,824 -30,253 -8,748 Other external expenses -4,977 -5,496 -6,318 -9,704 -11,557 -9,752 -7,933 -7,333 -5,468 -9,197 -13,143 -38,946 -35,141 Personnel expenses -2,604 -4,890 -4,672 -5,042 -6,105 -6,339 -6,152 -7,723 -8,405 -6,655 -7,738 -23,638 -30,521 Depreciation and impairment losses, property, plant and equipment -129 -130 -98 -173 -156 -151 -144 -63 -164 -174 -141 -624 -542 Amortization and impairment losses, intangible assets -38 -69 -68 -104 -72 -90 -91 -267 -52 -53 -74 -357 -446 Other operating expenses -32 -64 -39 -163 137 -119 -59 79 -272 -242 -112 -204 -547 Total -18,182 -18,776 -23,435 -32,017 -28,017 -18,215 -15,773 -17,578 -16,314 -19,021 -23,032 -94,022 -75,945 Operating profit/loss 132 -834 -11 -4,428 -5,682 -4,112 -2,625 -5,103 -3,615 -2,281 -2,953 -16,847 -13,952

Net financial income/ expense 56 -54 951 -4,611 123 84 -5 181 18 54 142 -4,409 395 Profit/loss before tax 188 -888 940 -9,039 -5,559 -4,028 -2,630 -4,922 -3,597 -2,227 -2,811 -21,256 -13,557 Tax ------17 - - - - -17 Net profit/loss for the period 188 -888 940 -9 039 -5 559 -4 028 -2 630 -4 939 -3 597 -2 227 -2 811 -21 256 -13 574

Schibsted’s Offer to the shareholders in Aspiro AB 41 Aspiro’s interim report January–September 2011

Discontinued Operation 16

Discontinued Operation

In the Income Statement, the profit/loss from Miles Ahead has been reported as profit/loss from a discontinued operation. This operation was sold on 1 April 2011. Income Statement from Discontinued Operation Miles Ahead

SEK 000 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 FY 2010 FY 2009 Net sales 223 561 847 1,054 45 - - 73 113 2,507 186 Other operating revenues 97 4 5 6 8 180 114 18 132 23 444 Total 320 565 852 1,060 53 180 114 91 245 2,530 630 Services and goods for resale -23 -36 -3 -11 ------50 - Other external expenses -1,610 -1,646 -1,538 -1,602 -1,258 -1,351 -998 -1,013 -774 -6,044 -4,136 Personnel expenses -1,491 -1,501 -1,597 -909 -1,265 - - -11 - -5,272 -11 Depreciation and impairment losses, property, plant and equipment -15 -15 -15 -15 -13 -12 -11 -9 -4 -58 -36 Amortization and impairment losses, intangible assets -447 -90 -92 -88 -91 -95 -95 -99 -101 -361 -390 Other operating expenses -42 -141 -5 7 -53 -54 -259 -76 -151 -192 -540 Total -3,628 -3,429 -3,250 -2,618 -2,680 -1,512 -1,363 -1,208 -1,030 -11,977 -5,113 Operating profit/loss -3,308 -2,864 -2,398 -1,558 -2,627 -1,332 -1,249 -1,117 -785 -9,447 -4,483

Net financial income/ expense 2 14 -6 6 -7 - - - - 7 0 Profit/loss before tax -3,306 -2,850 -2,404 -1,552 -2,634 -1,332 -1,249 -1,117 -785 -9,440 -4,483 Tax ------0 Net profit/loss for the period -3,306 -2,850 -2,404 -1,552 -2,634 -1,332 -1,249 -1,117 -785 -9,440 -4,483

Capital Gain/Loss

The consolidated capital gain/loss for the sale of Miles Ahead amounts to SEK 0.5 m. The sales revenue amounts to EUR 1. This operation had negative equity of SEK 0.5 m on divestment.

42 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Discontinued Operation 17

Discontinued Operation

In the Income Statement, the profit/loss from Mobile Search in Finland has been reported as profit/loss from a discontinued operation. This operation was sold on 1 March 2011.

Income Statement from Discontinued Operation Mobile Search in Finland SEK 000 Q1 2011 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 FY 2010 FY 2009 Net sales 128 411 405 447 305 501 386 453 402 1,568 1,742 Other operating revenues ------Total 128 411 405 447 305 501 386 453 402 1,568 1,742 Services and goods for resale -71 -195 -208 -172 -173 -135 -79 -154 -81 -748 -449 Other external expenses - - - - -51 - - - - -51 - Personnel expenses ------Depreciation and impairment losses, property, plant and equipment ------Amortization and impairment losses, intangible assets ------Other operating expenses ------Total -71 -195 -208 -172 -224 -135 -79 -154 -81 -799 -449 Operating profit/loss 57 216 197 275 81 366 307 299 321 769 1,293

Net financial income/ expense ------Profit/loss before tax 57 216 197 275 81 366 307 299 321 769 1,293 Tax ------Net profit/loss for the period 57 216 197 275 81 366 307 299 321 769 1,293

Capital Gain/Loss

The consolidated capital gain/loss for the sale of Mobile Search in Finland amounts to SEK 1.5 m. The sales revenue, EUR 150,000, has been translated to SEK 1.4 m. This operation was not recognized at any value in the Consolidated Balance Sheet.

Schibsted’s Offer to the shareholders in Aspiro AB 43 Aspiro’s interim report January–September 2011

Discontinued Operation 18

Discontinued Operation

In the Income Statement, the profit/loss from Mobile Entertainment in Finland has been reported as profit/loss from a discontinued operation. This operation was sold on 18 November 2010. Income Statement from Discontinued Operation Mobile Entertainment Finland

SEK 000 Q4 2010 Q3 2010 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 FY 2010 FY 2009 Net sales 300 3,207 2,969 3,516 3,474 4,556 4,209 5,080 9,992 17,319 Other operating revenues 1 0 0 0 10 -7 7 18 1 28 Total 301 3,207 2,969 3,516 3,484 4,549 4,216 5,098 9,993 17,347 Services and goods for resale -308 -1,152 -1,361 -1,400 -2,142 -2,415 -2,264 -2,207 -4,221 -9,029 Other external expenses -477 -1,690 -1,329 -1,830 -1,464 -1,805 -1,682 -2,028 -5,326 -6,980 Personnel expenses -83 -245 -425 -368 -196 -901 -765 -734 -1,121 -2,596 Depreciation and impairment losses, property, plant and equipment -18 -24 -25 -26 -60 -19 -25 -28 -93 -133 Amortization and impairment losses, intangible assets 0 -1 -7 -7 -8 -8 -8 -8 -15 -30 Other operating expenses 9 -14 -24 -85 43 -71 -63 -14 -114 -105 Total -877 -3,126 -3,171 -3,716 -3,827 -5,219 -4,807 -5,019 -10,890 -18,873 Operating profit/loss -576 81 -202 -200 -343 -670 -591 79 -897 -1,526

Net financial income/expense -3 -7 23 -6 -6 -5 -1 -1 7 -12 Profit/loss before tax -579 74 -179 -206 -349 -675 -592 78 -890 -1,538 Tax 0 0 0 0 0 0 0 0 0 0

Net profit/loss for the period -579 74 -179 -206 -349 -675 -592 78 -890 -1,538

Capital Gain/Loss

The consolidated capital gain/loss for the sale of Mobile Entertainment in Finland amounts to SEK 1.5 m. The sales revenue has been translated to SEK 3.2 m.

Sales revenue: 3.2 Divested intangible assets -2.8 Other divested net assets: 0.3 Other expenses attributable to divestment: 0.1 Reduction of deferred tax liability attributable to divested assets 0.7 Consolidated capital gain/loss: 1.5

44 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Discontinued Operation 19

Discontinued Operation

In the Income Statement, the profit/loss from Mobile Entertainment in Denmark, Norway and Sweden has been reported as profit/loss from a discontinued operation. This operation was sold on 1 July 2010.

Income Statement from Discontinued Operation Mobile Entertainment Denmark, Norway and Sweden.

JAN-DEC JAN-DEC SEK 000 Q2 2010 Q1 2010 Q4 2009 Q3 2009 Q2 2009 Q1 2009 2010 2009 Net sales 41,016 44,957 51,195 56,317 57,420 57,906 85,973 222,848 Other operating revenues 33 35 58 41 9 4 68 112 Total 41,049 44,992 51,253 56,358 57,429 57,910 86,041 222,960 Services and goods for resale -14,088 -15,560 -19,446 -20,814 -21,420 -23,767 -29,648 -85,457 Other external expenses -6,840 -7,114 -14,936 -16,119 -16,915 -16,176 -13,954 -64,146 Personnel expenses -5,342 -7,002 -12,427 -8,323 -8,529 -11,681 -12,344 -40,960 Depreciation and impairment losses, property, plant and equipment -195 -240 -272 -275 -293 -340 -435 -1,180 Amortization and impairment losses, intangible assets -1,489 -1,516 -1,383 -1,331 -1,360 -1,324 -3,005 -5,398 Other operating expenses -161 -39 -12 -192 -72 -36 -200 -312 Total -28,115 -31,471 -48,476 -47,054 -48,589 -53,324 -59,586 -197,453 Operating profit/loss 12,934 13,521 2,777 9,304 8,840 4,586 26,455 25,507

Net financial income/expense -8 -9 6 -7 -15 -16 -17 -32 Profit/loss before tax 12,926 13,512 2,783 9,297 8,825 4,570 26,438 25,475 Tax -3,240 -3,554 -732 -2,445 -2,533 -1,202 -6,794 -6,912 Net profit/loss for the period 9,686 9,958 2,051 6,852 6,292 3,368 19,644 18,563

Capital Gain/Loss The consolidated capital gain/loss for the sale of Mobile Entertainment in Denmark, Norway and Sweden amounts to SEK -1.7 m. The sales revenue has been translated to SEK 41.8 m.

Sales revenue: 41.8 Divested property, plant and equipment: -1.2 Divested intangible assets: -12.0 Goodwill attributable to discontinued operation: -18.3 Other divested net assets: -10.3 Other expenses attributable to divestment: -4.8 Reduction of deferred tax liability attributable to divested assets 3.1 Consolidated capital gain/loss: -1.7

Schibsted’s Offer to the shareholders in Aspiro AB 45 Aspiro’s interim report January–September 2011

Parent Company 20

Parent Company Income Statement Parent Company Balance Sheet

JAN-SEP JAN-SEP JAN-DEC SEK 000 30/9 2011 30/9 2010 31/12 2010 SEK 000 2011 2010 2010 ASSETS Net sales 17,921 48,466 56,683 Fixed assets Other operating revenues 377 543 766 Intangible assets 536 884 811 Total 18,298 49,009 57,449 Property, plant and equipment 88 334 267 Services and goods for resale -794 -12,989 -13,462 Participation in group companies 114,116 150,525 117,797 Other external expenses -5,180 -20,700 -26,533 Participation in joint venture 6,070 6,070 6,071 Personnel expenses -4,787 -5,042 -6,732 Deferred tax assets - 15,000 - Depreciation and impairment losses, property, plant and equipment -179 -244 -324 Other long-term recceivables 363 - 900 Amortization and impairment losses, Total fixed assets 121,173 172,813 125,846 intangible assets -360 -516 -640 Current assets Other operating expenses -704 -4,800 -5,414

Total -12,004 -44,291 -53,105 Accounts receivables klhlkhk000 1,085 538 Operating profit/loss 6,294 4,718 4,344 Receivables, group companies 96,101 87,088 87,179 Resultat från andelar i koncernföretag -10,708 3,792 -34,368 Other receivables 5,205 2,162 4,036 Prepaid expenses and accrued income 602 3,163 720 Net financial income/expense 1,562 407 2,191 Cash and bank balances 18,065 20,269 23,783 Profit/loss before tax -2,852 8,917 -27,833 Total current assets 119,973 113,767 116,256 Tax - - -15,000 Total assets 241,146 286,580 242,102 Net profit/loss for the period -2,852 8,917 -42,833

EQUITY AND LIABILITIES Share capital 192,853 190,538 190,538 Statement of Comprehensive Income Statutory reserves 16,162 16,162 16,162 Share premium reserve 1,978 1,335 1,335

JAN-SEP JAN-SEP JAN-DEC Retained earnings -29,172 13,661 13,661 SEK 000 2011 2010 2010 Profit/loss for the period -2,852 8,917 -42,833 Profit/loss for the period -2,852 8,917 -42,833 Total equity 178,969 230,613 178,863

Comprehensive income for the Non-current liabilities period -2,852 8,917 -42,833 Liabilities to group companies 135 310 310 Total non-current liabilities 135 310 310

Current liabilities Accounts payable 349 1,838 785 Liabilities to group companies 53,336 43,844 53,156 Other liabilities 677 85 236 Accrued expenses and deferred income 7,680 9,890 8,752 Total non-current liabilities 62,042 55,657 62,929 Total equity and liabilities 241,146 286,580 242,102

46 Schibsted’s Offer to the shareholders in Aspiro AB Aspiro’s interim report January–September 2011

Sweden Norway Denmark Aspiro AB (publ) Aspiro WiMP / Aspiro Music Gråbrödersgatan 2 Øvre Slottsgate 25 Studiestræde 19, 1. sal, SE-211 21 Malmö P. O. Box 8710 DK-1455 København K Tel: +46 40 630 03 00 Youngstorget Fax: +46 40 57 97 71 N-0028 Oslo www.aspiro.com/ir Tel: +47 452 86 900 Aspiro Fax: +47 22 37 36 59 www.wimp.no Östermalmsgatan 87D www.wimp.dk SE-114 59 Stockholm www.wimpmusic.se Tel: +46 40 630 03 00 Fax: +46 8 441 19 10

Aspiro AB (publ), Investor Relations, Gråbrödersgatan 2, SE-211 21 Malmö, Sweden, www.aspiro.com

Schibsted’s Offer to the shareholders in Aspiro AB 47 Report from Aspiro’s Board of Directors

The information regarding Aspiro on pages 13–47 in this offer document has been reviewed by Aspiro’s Board of Directors.

It is the Board of Director’s view that this brief description of Aspiro provides an accurate and fair – although not complete – picture of Aspiro.

Malmö, 17 January 2012

Aspiro AB (publ) The Board of Directors

48 Schibsted’s Offer to the shareholders in Aspiro AB Auditor’s report regarding summary of historical financial information

To the Board of Directors in Aspiro AB (publ) Reg nr. 556519-9998

Auditor’s report regarding summary of historical financial information I have reviewed the summary of historical financial information for Aspiro AB on pages 17–20, which comprise of the period 1 January 2008 to 31 December 2010. I have not reviewed the summary of historical financial information for Aspiro AB, which comprise of the period 1 January – 30 September 2011 and therefore express no opinion on that financial information.

Responsibility of the Board of Directors for the financial reports It is the responsibility of the Board of Directors that the summary of the historical financial information on pages 17–20 in the offer document regarding Aspiro AB is taken from the annual report for 2010 and the interim report from 30 September 2011 and that it is accurately presented. Furthermore, it is the responsibility of the Board of Directors to ensure that the summary of the historical financial information on pages 17–20 has been compiled and presented in accordance with the provisions of the Financial Instruments Trading Act (1991:980) and the NASDAQ OMX Stockholm AB’s Rulebook.

The Auditor’s responsibility My responsibility is to express an opinion on the summary of the historical financial information for the financial years 2008, 2009 and 2010. I have conducted my audit in accordance with FAR’s recommendation RevR 5 Review of Prospectuses.

Opinion In my opinion, the information presented in the summary of historical financial information for the period 1 January 2008 to 31 December 2010 has been accurately extracted.

The annual reports for 2008, 2009 and 2010 have been audited by me. I have issued audit opinions without qualification for all of these fiscal years.

Malmö, 17 January 2012

Johan Thuresson Authorised Public Accountant

Schibsted’s Offer to the shareholders in Aspiro AB 49 Tax issues in Sweden

Below is a summary of certain Swedish tax issues related to the Offer for shareholders in Aspiro that are residents of Sweden for tax purposes, unless otherwise stated. The summary is based on current legislation and is intended to provide general information only.

The summary does not cover: • situations where shares are held as current assets in business operations; • situations where shares are held by a limited partnership or a partnership; • situations where shares are held in an investment savings account (Sw. investeringssparkonto); • the special rules regarding tax-free capital gains (including non-deductible capital losses) and dividends that may be applicable when the investor holds shares in Aspiro that are deemed to be held for business purposes (for tax purposes); • foreign companies conducting business through a permanent establishment in Sweden; or • foreign companies that have been Swedish companies.

Further, special tax rules apply to certain categories of companies. The tax consequences for each individual shareholder depend to some extent on the shareholder’s particular circumstances. Each shareholder is advised to consult an independent tax advisor as to the tax consequences relating to the shareholder’s particular circumstances that could arise from the Offer, including the applicability and effect of foreign income tax legislation (including regulations) and provisions in tax treaties for the avoidance of double taxation.

Taxation in Sweden upon disposal of receivables only, Sw. räntefonder). Capital losses not shares in Aspiro absorbed by these set-off rules are deductible at 70 per For shareholders in Aspiro that accept the Offer and cent in the capital income category. Should a net loss arise thereby dispose of their shares in Aspiro, a liability for in the capital income category, a reduction is granted of capital gains taxation will occur. The capital gain or the the tax on income from employment and business opera- capital loss is computed as the difference between the tions, as well as property tax. This tax reduction is granted consideration, less selling expenses, and the acquisition at 30 per cent of the net loss that does not exceed SEK value. The acquisition value for all shares of the same class 100,000 and at 21 per cent of any remaining net loss. A net and type shall be added together and computed collec- loss cannot be carried forward to future tax years. tively in accordance with the so-called average method (Sw. genomsnittsmetoden). As an alternative, the so-called Limited liability companies standard method (Sw. schablonmetoden) may be used For limited liability companies (Sw. aktiebolag) all income, at the disposal of listed shares, such as shares in Aspiro. including taxable capital gains and dividends, is taxed This method means that the acquisition value may be as income from business operations at a rate of 26.3 per determined as 20 per cent of the consideration less selling cent. Deductible capital losses on shares may only be expenses. offset against taxable capital gains on shares and other securities taxed as shares. If a capital loss cannot be Private individuals deducted by the company that has suffered the loss, it For private individuals resident in Sweden for tax purposes, may be deducted the same year from another legal entity’s capital income such as interest income, dividends and taxable capital gains on shares and other securities taxed capital gains is taxed in the capital income category. The as shares, provided that the companies are entitled to tax tax rate in the capital income category is 30 percent. consolidation (through so-called group contributions) and Capital losses on listed shares, such as shares in Aspiro, both companies request this for a tax year having the same may be fully offset against taxable capital gains the same filing date for each company or, if one of the companies’ year on shares, as well as on listed securities taxed as accounting liability ceases, would have had the same filing shares (however not investment funds containing Swedish date.1) A net capital loss on shares that cannot be utilized

1) These provisions entered into force on 1 January 2012 and apply to tax years starting after 31 January 2012. The provisions also apply when one of the companies has an extended financial year ending after 31 December 2012 or a shortened financial year which both starts and ends during year 2012. In cases where earlier provisions apply, the requirements for a capital loss to be deductible from another legal entity’s taxable capital gains on shares and other securities taxed as shares are that the companies are entitled to tax consolidation (through group contributions) and that both companies request this at the same year of assessment.

50 Schibsted’s Offer to the shareholders in Aspiro AB Tax issues in Sweden

during the year of the loss, may be carried forward (by the limited liability company that has suffered the loss) and offset taxable capital gains on shares and other securities taxed as shares in future years, without any limitation in time. Special tax rules may apply to certain categories of companies or certain legal persons, e.g. investment companies.

Shareholders not resident in Sweden for tax purposes Shareholders not resident in Sweden for tax purposes – which are not conducting business through a permanent establishment in Sweden – are normally not liable for capital gains taxation in Sweden upon disposals of shares. Share- holders may, however, be subject to taxation in their state of residence. According to a special rule, private individuals not resident in Sweden for tax purposes are, however, subject to Swedish capital gains taxation upon disposals of shares in Aspiro, if they have been residents of Sweden or have had a habitual abode in Sweden at any time during the calendar year of disposal or the ten calendar years preceding the year of disposal. In a number of cases though, the applicability of this rule is limited by the applicable tax treaty for the avoidance of double taxation.

Schibsted’s Offer to the shareholders in Aspiro AB 51 Addresses

Aspiro AB Schibsted ASA Gråbrödersgatan 2 P.O. Box 490 SE-211 21 Malmö, Sweden NO-0105 Oslo, Norway Tel: +46 40 630 03 00 Tel: +47 23 10 66 00 Website: www.aspiro.com Website: www.schibsted.com/en

52 Schibsted’s Offer to the shareholders in Aspiro AB

Intellecta Finanstryck 2012 – 6319