Torp Computing Group ASA

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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 <strong>ASA</strong>, 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. 1690522/3 238 3
Sandefjord, 6 September 2007 As Board of Directors of Komplett <strong>ASA</strong> ____________________ ____________________ Ingvild Huseby Odd Johnny Winge ____________________ ____________________ Peter A. Ruzicka Anne Lise Meyer ____________________ ____________________ Elin Ertsås Arnt Ree ____________________ Bengt Thuresson Chairman of the Board 1690522/3 239 4
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INFORMATION MEMORANDUM in connectio
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TABLE OF CONTENTS 3 INFORMATION MEM
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5 INFORMATION MEMORANDUM Merger of
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Lars Seeberg, Manager TCG 23 INFORM
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Full year 2006 Figures in NOK milli
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2004 Investments in the period amou
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6.19.3 Balance Sheet Figures in NOK
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Share capital per 01.01.2004 5 910
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7 INFORMATION ABOUT TCG 63 INFORMAT
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Figure: People having purchased pro
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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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Page 224 and 225: Komplett ASA INTERIM BALANCE SHEET
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Page 228 and 229: Torp Computing Group ASA Equity and
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Page 232 and 233: Komplett ASA Draft Opening balance
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Page 236 and 237: REPORT OF THE BOARD OF DIRECTORS CO
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Page 254 and 255: THE KOMPLETT GROUP JANUARY - MARCH
Page 256 and 257: KOMPLETT REPORTS 45 PER CENT GROWTH
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Page 260 and 261: THE KOMPLETT GROUP, APRIL - JUNE 20
Page 262 and 263: Appendix 6: Summary of Fairness Opi
Page 264 and 265: 28 August 2007 Strictly confidentia
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Page 268 and 269: 28 August 2007 consummated. TCG and
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Torp Computing Group ASA

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