Torp Computing Group ASA

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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
21 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 5.4 Organisation 5.4.1 Board of Directors It is proposed that the new Board of Directors of the Merged Company shall consist of: • Bengt Thuresson (Chairman of the board) • Gunnar Bjønness • Anne Lise Meyer • Peter Ruzicka • Agnes Beate Steen Fosse • Elin Ertsås (Employee representative) • Arnt Ree (Employee representative) In addition, one representative will also be elected by and from the employees of TCG and attend board meetings as an observer in the merged company. This observer will be elected for a period until the next ordinary election of employee representatives. Description of new board members Gunnar Bjønness, director, Mr. Bjønness holds a MBA degree from University of California, Berkley and a BS in Mechanical Engineering and Metalurgical Engineering from University of Michigan, Ann Arbor. He was a cofounder of Itegra AS in 1999 and is currently chairman in TCG. In addition, he is a board member of CableCom AS, Multicase Norge AS and Sandefjord Fotball AS. His business address is Tangenodden 7, 3234 Sandefjord, Norway. Agnes Beate Steen Fosse, director, Ms. Steen Fosse holds an MSc degree in marketing from Norges Markedshøyskole and is currently employed as Managing Director by Pronorm AS which is the sales company for the standardisation in Norway. Prior to this she founded her own company Norsk Kompetansesenter AS (NOKS AS) and she was Manager Director in eforum.no and in Nsafe.no. Her business address is Strandveien 18, Lysaker, Norway. For a short presentation of the other members of the Board of Directors, please refer to section 6.11 description of the Board of Directors in Komplett. 5.4.2 Board practices and independence of the Board of Directors The Merged Company will comply with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board on 28 November 2006. All of the members of the board of directors of the Merged Company will be independent from the Merged Company’s executive management and important business relations. The board will also satisfy the requirement of the Norwegian Code of Practice for Corporate Governance that at least two directors shall be independent from major shareholders as only Peter Ruzicka will be representing a shareholder (Canica) holding more than 10% of the Merged Company. The four other Board Members are independent in this respect as their share holdings will be less than 10%. The presentation of each Board Member includes the shareholding.
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Appendix 1: Merger Plan with append
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CONTENTS Page 1 BACKGROUND ........
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MERGER PLAN This merger plan is ent
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) The share capital in Komplett is
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8 PROPOSALS FOR AMENDMENTS TO THE A
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16 DISTRIBUTION TO SHAREHOLDERS Non
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Appendices Appendix 1 Articles of A
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Articles of Association for KOMPLET
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Articles of Association for TORP CO
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Articles of Association for KOMPLET
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The Board of Director’s Annual Re
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Financial risk The Group is exposed
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Translated into English for informa
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Torp Computing Group ASA Short-term
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Torp Computing Group ASA Auditor Th
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Torp Computing Group ASA Note 7 Sub
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Appendix 6 Interim balance sheet fo
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Komplett ASA INTERIM BALANCE SHEET
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Appendix 7 Interim balance sheet fo
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Torp Computing Group ASA Equity and
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Appendix 8 Draft opening balance sh
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Komplett ASA Draft Opening balance
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REPORT OF THE BOARD OF DIRECTORS CO
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The exchange ratio for the Merger w
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UNOFFICIAL TRANSLATION FROM NORWEGI
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UNOFFICIAL TRANSLATION FROM NORWEGI
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Appendix 3: Expert Statements on th
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Appendix 5: Financial statements fo
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Trend, active customers (number) 1Q
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THE KOMPLETT GROUP JANUARY - MARCH
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KOMPLETT REPORTS 45 PER CENT GROWTH
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Business development/operations Kom
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THE KOMPLETT GROUP, APRIL - JUNE 20
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Appendix 6: Summary of Fairness Opi
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28 August 2007 Strictly confidentia
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Appendix 7: Summary of Fairness Opi
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28 August 2007 consummated. TCG and
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