Torp Computing Group ASA

UNOFFICIAL TRANSLATION FROM NORWEGIAN – FOR INFORMATION PURPOSES ONLY
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.
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 tax-related 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
M:\01 Kunde - jobbarkiv\E\SEB Enskilda\271234 Komplett TCG Fusjonsplan 241
og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC