Torp Computing Group ASA

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24 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA refer to sections 5.7.4 et seq. below, where the rights attached to the shares in the Merged Company are described. It is a condition for the completion of the Merger that Oslo Børs have confirmed that the listing of the shares in Komplett on Oslo Børs will be continued after the completion of the Merger, cf. section 4.5.2 above. The new shares will hence be listed on Oslo Børs upon their issuance in connection with the completion of the Merger. The existing shares in Komplett are, and the new shares will be, issued in accordance with the Public Limited Companies Act. All shares are/will be registered in electronic form in the VPS on ISIN NO 001 0032097. There are no outstanding options, other rights to acquire shares or other share structured incentive agreements for management or employees in Komplett and TCG. 5.7.2 Authorisation to the Board of Directors to issue shares and acquire own shares At the Annual General Meeting on 27 March 2007 (the “AGM”), the Board of Directors of Komplett was granted two authorisations to issue new shares, one against consideration in cash and one to be used in connection with acquisition of stakes in other enterprises, business combinations etc. against consideration in shares. The first authorisation was fully utilised in connection with the private placement conducted in May 2007, shortly after the acquisition of inWarehouse AB (publ.). According to the second authorisation which is still in force, the Board of Directors of Komplett ASA was by the Annual General Meeting 27 March 2007, authorised to increase the company's share capital by up to NOK 1 200 000 by issuing up to 1 200 000 shares with a nominal value NOK 1 each, with the right to waive the preferential rights of shareholders to subscribe for new shares pursuant to §10-4 of the Norwegian Public Limited Companies Act and to comprise considerations other than cash. The authorisation shall also cover business combinations. The authorisation can be used in connection with the acquisition of stakes in other enterprises, i.e. business combinations, the acquisition of shares and in other ways where settlement takes place in the form of shares in Komplett ASA. To the extent that the authorisation is used, the Board is authorised to amend §4 of the Articles of Association correspondingly. The authorisation shall apply until 30 June 2008, but a motion to renew the Board authorisation will be discussed at next year's AGM. The AGM also granted the following authorisation to the Board to acquire own shares: 1. The authorisation shall apply to the purchase of up to 1 200 000 of the company's shares, each with a nominal value of NOK 1.00, for a total nominal value of up to NOK 1 200 000. 2. The Board of Directors shall stipulate the mode of acquisition, and the acquisition of shares can only take place between a minimum price of NOK 1.00 and a maximum price of NOK 200 per share. 3. The Board of Directors can dispose of acquired shares at a price close to market price. 4. The authorisation shall apply from 27 March 2007 to 30 June 2008, but a motion to renew the Board authorisation will become discussed by next year's ordinary AGM. The two above mentioned authorisations to the Board still in force will continue to apply following the Merger. 5.7.3 Convertible securities/warrants/options, etc. There will be no outstanding convertible securities, warrants, options or other rights to acquire new shares in the Merged Company as at the date of the completion of the Merger.
25 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 5.7.4 Share rights The Merged Company will have one class of shares, and all shares will give equal rights in every respect, including dividend rights. Each share will be entitled to one vote at a general meeting of the shareholders of the Merged Company, and no shareholders will enjoy different voting rights. The shares will be freely transferable. 5.7.5 General meetings Under Norwegian law, the shareholders of a company exercise supreme authority in the company through the general meeting. A shareholder may attend the general meeting either in person or by proxy. In accordance with Norwegian law, the Annual General Meeting of the Merged Company’s shareholders will be required to be held each year on or prior to June 30. The following business must be transacted and decided at the Annual General Meeting: • approval of the annual accounts and annual report, including the distribution of any dividend; and • any other business to be transacted at the general meeting by law or in accordance with the company’s Articles of Association. The Public Limited Companies Act requires that written notice of general meetings be sent to all shareholders whose addresses are known at least two weeks prior to the date of the meeting, unless a company’s articles of association stipulate a longer period. The proposed Articles of Association of the Merged Company do not include any provision deviating from the Public Limited Companies Act in this respect. The Board of Directors of the Merged Company shall convene an Extraordinary General Meeting to consider a specific matter if the auditors or shareholders representing a total of at least 5% of the share capital so demand. 5.7.6 Dividends a) Procedure for declaration of dividends Dividends in respect of a fiscal year, if any, will normally be declared at the Merged Company’s Annual General Meeting the following year. Under Norwegian law, dividends may only be paid in respect of a fiscal year for which audited financial statements have been approved by the Annual General Meeting of shareholders, and any proposal to pay a dividend must be recommended by the company’s Board of Directors and approved by its shareholders at a general meeting. The shareholders may vote to reduce, but may not adopt a resolution to increase, the dividend proposed by the company’s Board of Directors. Dividends declared and approved in this manner accrue to those shareholders who are shareholders at the time the resolution is adopted, unless otherwise stated in the resolution. b) Legal constraints on the distribution of dividends Dividends may be paid in cash or in some instances in kind. The Public Limited Companies Act provides several constraints on the distribution of dividends: • Dividends are payable only out of distributable reserves. Section 8-1 of the Public Limited Companies Act provides that distributable reserves consist of the profit for the prior fiscal year (as reflected in the income statement approved by the Annual General Meeting of
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77 INFORMATION MEMORANDUM Merger of
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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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Translated into English for informa
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Torp Computing Group ASA Short-term
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Torp Computing Group ASA Auditor Th
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Torp Computing Group ASA Note 7 Sub
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Torp Computing Group ASA Note 14 Sh
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Appendix 6 Interim balance sheet fo
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Komplett ASA INTERIM BALANCE SHEET
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Appendix 7 Interim balance sheet fo
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Torp Computing Group ASA Equity and
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Appendix 8 Draft opening balance sh
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Komplett ASA Draft Opening balance
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REPORT OF THE BOARD OF DIRECTORS CO
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The exchange ratio for the Merger w
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UNOFFICIAL TRANSLATION FROM NORWEGI
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UNOFFICIAL TRANSLATION FROM NORWEGI
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Appendix 3: Expert Statements on th
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Appendix 5: Financial statements fo
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Trend, active customers (number) 1Q
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THE KOMPLETT GROUP JANUARY - MARCH
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KOMPLETT REPORTS 45 PER CENT GROWTH
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Business development/operations Kom
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THE KOMPLETT GROUP, APRIL - JUNE 20
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Appendix 6: Summary of Fairness Opi
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28 August 2007 Strictly confidentia
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Appendix 7: Summary of Fairness Opi
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28 August 2007 consummated. TCG and
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