Torp Computing Group ASA

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