Torp Computing Group ASA

The exchange ratio for the Merger will be such that 1 share in TCG shall give 0.336134
shares in Komplett. No consideration shares shall be issued for TCG’s potential holdings of
own shares or for any shares Komplett owns in TCG. As a result of the Merger, the share
capital in Komplett will be increased by NOK 3 501 118 through the issue of 3 501 118
shares, each with a nominal value of NOK 1.
3.2 Rationale for the exchange ratio
In connection with the negotiations between the parties, Komplett was valued at NOK
1 577 749 600 and TCG was valued at NOK 416 633 600 as of 17 June 2007. The
valuation was based on there being 13 258 400 shares in Komplett and 10 415 840 shares
in TCG. Neither of the parties have issued rights in the form of options, subscription rights,
convertible loans or other financial instruments that could result in the issuing of additional
shares in the companies.
The valuation of Komplett and TCG and thus the exchange ratio were determined after
negotiations between the parties. During the negotiations, a total assessment was made of
the market value of the companies on the Oslo Stock Exchange and the OTC list over a
certain period, historical earnings, book equity, future earning potential and the value of
the revenue and expense synergies which the Merger is expected to provide a basis for.
No special difficulties were experienced when the exchange ratio was determined.
The Board of Directors of Komplett is of the view that the exchange ratio is reasonable and
satisfactory for Komplett and Komplett’s shareholders and recommends that the
company’s General Meeting approves the merger plan. This conclusion is also supported by
the ”fairness opinion” which Komplett’s advisor, SEB Enskilda ASA, has prepared for
Komplett’s Board of Directors.
4 IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES
The merged company will have approx. 600 employees. Approximately 150 of these will
come from TCG. The rights of the employees will be transferred to the merged company in
accordance with applicable agreements, the Working Environment Act and other relevant
legislation. Consequently, the employees will not be significantly affected by the Merger
other than by certain changes regarding the organisation and coordination of functions.
The employees have been informed about the merger plan in accordance with the
provisions in the Public Limited Companies Act/ the Work Environment Act and agreements
in force. The employees shall be informed about the merger plan immediately after it has
been approved by the Boards of Directors of Komplett and TCG. Furthermore, the Parties
will ensure that the employees receive information and that they, through their
representatives, will be consulted in connection with the implementation of the Merger.
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