Torp Computing Group ASA

There are a number of conditions that must be fulfilled before the Merger can enter into
force. Among other things, the Oslo Stock Exchange must have confirmed that the listing
of the shares in Komplett on the Oslo Stock Exchange will be continued after the
implementation of the Merger and necessary permits and/or clearances from the
Norwegian Competition Authority or other relevant competition authorities must have been
granted without conditions or on conditions not having a material adverse effect on the
merged company. It has been agreed in the merger plan that each of the parties can
terminate the Merger if the conditions for entry into force are not fulfilled before 31 March
2008, unless the situation has been caused by breach by or circumstances related to the
terminating party.
It is the view of the Board of Directors that no legal matters will prevent the
implementation of the Merger.
The consideration shares which shall be issued to TCG’s shareholders in connection with
the Merger will carry the same rights as the other shares in Komplett from the
implementation date and will also give equivalent rights to dividends etc from the same
date.
The shares in the merged company will be registered in the Norwegian Central Securities
Depository. As mentioned above, it is a condition for the Merger’s entry into force that the
shares in the merged company will be listed on the Oslo Stock Exchange.
The merged company’s name shall be Komplett ASA.
2.2 Tax and accounting related matters
In accounting terms the Merger shall be implemented as an equity transaction when TCG’s
assets and liabilities are acquired by Komplett at their actual value. The accounting related
implementation date is the date Komplett acquires control of TCG. This will be the latest
date of (i) the approval of the merger plan with the necessary majority at the
Extraordinary General Meetings of Komplett and TCG, and (ii) the obtaining of the
necessary permits and/or clearances from the Norwegian Competition Authority and any
other competition authorities.
In terms of tax law, the Merger shall be implemented with effect from the year the Merger
is implemented from a company law perspective. The Merger will be implemented with taxrelated
continuity for Komplett and TCG as well as for the shareholders that are residents
in Norway for tax purposes. The tax-related continuity entails, inter alia, that tax-related
positions associated with assets, rights and obligations which are transferred from TCG to
Komplett will continue unchanged in the merged company. Furthermore, the Merger will
not have any immediate tax effects for TCG’s shareholders which for tax purposes are
resident in Norway. The initial taxation value of the shares in TCG will be transferred
unaltered to the consideration shares which the shareholders of TCG receive as a result of
the Merger.
3 DETERMINATION OF THE MERGER CONSIDERATION AND RATIONALE
FOR THE EXCHANGE RATIO
3.1 Determination of the merger consideration
The merger consideration has been determined in accordance with the provisions in
Chapter 13 of the Public Limited Companies Act. The consideration for shares in TCG will
be paid in the form of shares in Komplett.
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