Torp Computing Group ASA

20
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
5 KOMPLETT FOLLOWING COMPLETION OF THE MERGER
This section provides information of the Merged Company and does not discuss the detailed
business operations. Such information is set out in the presentation of Komplett in section 6 and
TCG in section 7.
5.1 Vision and Strategy
• Komplett’s vision is to be a leading European Internet company
• TCGs vision is to be first choice for Internet shopping in Norway
The strategy of the Merged Company will be based on the current strategies of Komplett and TCG.
The business plans of Komplett and TCG will be reviewed in the period up to the completion of the
Merger.
The current Boards of Directors of Komplett and TCG are of the opinion that the current dividend
policies of Komplett should be continued in the Merged Company. Other financial targets will be set
by the Board of Directors of the Merged Company after the completion of the Merger.
The current Boards of Directors of the two companies are also of the opinion that the current
shareholder and corporate governance policies of Komplett should be continued in the Merged
Company.
The Merger is not expected to change the listing of the Komplett share on Oslo Børs. It is a
condition for the completion of the Merger that Oslo Børs confirms that the listing of the Komplett
share will be continued after the completion of the Merger.
5.2 Business overview
The planned functional organisation of the Merged Company is presented in the chart below:
Organization Chart Title
IR
CEO
TCG Norway Komplett Norway Communications Logistics IT/Development Financial Sweden/Denmark Western Europe
5.3 Legal structure
Komplett
AS
Norway
Komplett
BV
The
Netherl.
KDF
Sweden
IWH AB
Sweden
Malex
Data AB
Sweden
Apparat
Inv. AB
Sweden
Komplett
ASA
Itegra AS
Norway
MPX.no
AS
Norway
XD.no AS
Norway
TCG
Kapital
AS
Norway
Micro Parts
Expr
Sweden AB
Sweden
Torp Distr.
AS
Norway