Torp Computing Group ASA

REPORT OF THE BOARD OF DIRECTORS
CONCERNING
THE MERGER BETWEEN KOMPLETT ASA AND TORP COMPUTING
1 RATIONALE FOR THE MERGER
GROUP ASA
The Board of Directors of Komplett ASA (”Komplett”) recommends that the company’s
General Meeting approves the merger plan of 6 September 2007 for the merger (the
”Merger”) between Komplett and Torp Computing Group ASA (“TCG”), prepared by the
Boards of Directors of Komplett and TCG.
The Board of Directors’ rationale for the Merger is primarily that a merger of Komplett and
TCG will create an efficient European market player within Internal-based commerce. Both
Komplett and TCG have developed expertise and successful technological solutions in a
demanding international competitive situation. Internet-based commerce is continually
developing and the merged company will be a very solid market player which will be able
to pursue international possibilities with even more strength than Komplett can manage on
its own.
The Board of Directors expects that the Merger will result in synergies. Inter alia, the
merged company will be able to obtain better purchasing terms than Komplett and TCG
individually and pursue a more integrated and effective product development strategy than
Komplett and TCG individually.
In the view of the Board of Directors, the Merger will create a sound basis for continued
long-term profitable growth for the merged company and create added value for
Komplett’s shareholders.
2 THE LEGAL CONSEQUENCES OF THE MERGER
2.1 Legal procedure and other company law related matters
The Merger shall be implemented pursuant to the provisions in Chapter 13 of the Public
Limited Companies Act, with all assets, liabilities and obligations belonging to TCG being
transferred to Komplett. As a result of the Merger, TCG shall be dissolved and at the same
time the share capital in Komplett shall be increased by NOK 3 501 118 through the issue
of 3 501 118 shares, each with a nominal value of NOK 1, c.f. Section 3.1 below.
The Merger must be approved by the General Meetings of Komplett and TCG with at least
a 2 / 3 majority. If the employees in Komplett and/or TCG would like to make a statement
about the Merger such a statement will be sent out together with the notice of the General
Meeting where the merger plan shall be addressed.
The Merger will, from a company law point of view, enter into force after the expiration of
the deadline in the notice to creditors, by a notification about the Merger’s entry into force
being registered in the Register of Business Enterprises. It is expected that such
registration will take place at the end of December 2007.
1690522/3 236
1