Torp Computing Group ASA

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22 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 5.4.3 Nomination Committee It is proposed that the current Nomination Committee of Komplett will continue as the Nomination Committee for the Merged Company. The Komplett Nomination Committee consists of: • Bjørn Myhre; Partner in Personal Utvelgelse AS, a recruiting firm • Nils Selte; CFO, Canica AS • Bengt Thuresson; Chairman, Komplett 5.4.4 Management It is proposed that the Merged Company shall have a management team consisting of: • Ole Vinje, CEO • Gyrid Skalleberg Ingerø, CFO/IR • Pål Vindegg, COO • Trond Christensen, director of finance • Frank Wirum, director of IT and development • Ingebjørg Tollnes, director of marketing • Lars Seeberg, manager TCG • Anton Hagberg, manager Komplett Norway • Ole Sauar, country manager Komplett Sweden/Denmark • Vincent Hoogduijn, country manager Komplett Western Europe Description of new members of the management team in Komplett after the Merger Ole Vinje, CEO Ole Vinje (48) has since 2000 been CEO of Torp Computing Group. Vinje has a degree from Handelsakademiet in Oslo. He has 24 years of experience from the IT-industry and has had a number of leading positions. His previous work experience is from IBM, Lantec, Ark/Getronics and Itegra. Frank Wirum, Director of IT and development Mr. Wirum (44) holds an engineer degree from Göteborgs Tekniska Institut. He was a co-founder of Itegra AS in 1999 and has held several executive positions in Itegra/TCG since 1999. Prior to this he worked for Cisco Systems. Ingebjørg Tollnes, Director of marketing Ms. Tollnes (42) holds a degree of travel administration from Norsk Hotellhøyskole and has been director of marketing in TCG/Itegra since 2002. Prior to this she was director of marketing in Color Line (Scandi Line AS) for ten years.
Lars Seeberg, Manager TCG 23 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Mr. Seeberg (41) holds a degree from Norges Høyskole for Informasjonsteknologi. He was a cofounder of Itegra AS in 1999 and has been head of sales/ manager in Itegra AS since 1999. Prior to this he held was head of sales in Ingram Micro and Micro Software for five years. Anton Hagberg, Manager Komplett Norway Mr. Hagberg (40) holds a Bachelor degree in Logistic from Norwegian School of Management. He has had various positions in TCG/Itegra since 2000 and is currently head of logistics in TCG. He has previously worked for CHS AS, Helly Hansen AS and Micro Software AS. All the employees described above currently have their business address at TCG’s office in Østre Kullerød 5, 3241 Sandefjord, Norway. For a short presentation of the other members of the management team, please refer to the description of the management in Komplett in section 6.12. 5.5 Address and auditor The Merged Company will have its registered address at Østre Kullerød 4, P.O.Box 2094, NO-3202 Sandefjord, Norway. KPMG shall be the Merged Company’s auditor. See section 6.19.6 below for KPMG’s address and information on membership in professional body. 5.6 The integration process The planning of the integration process will by managed by the management teams of the two companies. An integration committee has been established for this purpose with participation from the chairmen of the Board of Directors in the two companies. The committee shall be a forum for discussions on issues concerning the planning of the integration, make an efficient link to the Boards of Directors and ensure the involvement of the employees. The committee has had several meetings since the merger proposal was published. 5.7 Share capital and shareholder matters 5.7.1 Shares and share capital Komplett’s registered share capital before the Merger is NOK 13,258,400.00 divided into 13,258,400 shares each with a nominal value of NOK 1.00, fully paid. As mentioned in section 4.5.1 above, 100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett (0.336134 new shares in Komplett for each share in TCG). If the Merger is completed, the share capital of Komplett will hence be increased with NOK 3,501,118 through the issuance of 3,501,118 new shares, each with a nominal value of NOK 1.00, resulting in a share capital in the Merged Company of NOK 16,759,518, consisting of 16,759,518 shares, each with a nominal value of NOK 1.00. The new shares will be issued upon completion of the Merger, which is expected to take place ultimo December 2007. All the new shares will rank equally in all regards with the existing shares of Komplett from the time they are validly issued and registered in Komplett’s shareholder register in the VPS. The new shares will give the holders right to dividends declared after the shares have been registered in Komplett’s shareholder register in the VPS. As regards other rights attached to the shares, please
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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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