Torp Computing Group ASA

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Business development/operations Komplett’s contribution margin ratio was 13.7 per cent in 2Q 2007, up from 13.5 per cent in 2Q 2006 and on a par with 1Q 2007. Excluding consumer financing, the contribution margin ratio would have been 13.0 per cent, compared with 13.3 per cent in 2Q 2006. Total 2Q operating expenses (wages and other operating expenses) climbed by MNOK 27.6, from MNOK 40.6 to MNOK 68.2, compared with 2Q 2006. MNOK 12.7 refer to costs related to inWarehouse. Adjusted for this, costs increased by MNOK 14.9. The previously mentioned economisation initiatives have been implemented, but the most significant improvement is expected when the company's new warehouse system becomes fully operational towards the end of this year. The warehouse project is on schedule in terms of both time and costs. The automatic warehouse system is now in the testing phase. Komplett’s web shops have been given a new design and improved functionality. Emphasis has been placed on further enhancing the customer experience by simplifying the design and shopping process, at the same time as the pages load very quickly and can accommodate even more browsers/interfaces. Komplett will continue to attach importance to offering the most user-friendly web shop possible, ensuring regular improvements for our customers. inWarehouse At present, Komplett owns 98 per cent of the shares in inWarehouse AB; the company is engaged in a forced buyout process with respect to the remaining shareholders. The inWarehouse share was struck from the First North Exchange in Sweden on 29 May 2007. Compared with the original plans, the process of integrating inWarehouse and Komplett has been brought forward in certain areas, although full systemic integration will not be implemented until spring 2008. This has also led to certain changes in the organisation. The former CEO of inWarehouse announced his resignation in June 2007, and Ole Sauar (formerly head of Komplett.se) was appointed to head all Komplett’s operations in Sweden. Excluding costs related to reorganisation/integration, inWarehouse is expected to make a favourable contribution to the operating profit in the current year. Torp Computing Group On 18 June 2007, the boards of directors of Komplett and the Torp Computing Group announced the conclusion of an integration agreement between the companies. This implies that the parties are negotiating a plan for the merger of the two companies. The two boards of directors are expected to deal with the merger plan in September 2007. It is expected that general meetings will be held in October 2007. The boards of directors have proposed a conversion ratio of 1 share in Torp Computing Group being equivalent to 0.336134 shares in Komplett. Komplett’s shareholders will thereby own 79.11 per cent while Torp Computing Group's shareholders will own 20.89 per cent of the new company. Torp Computing Group, which is quoted on the OTC (non-listed trade), has brought forward the presentation of its 2Q 2007 accounts to facilitate publication on the same day as Komplett, i.e. 18 July 2007. 258
Equity and shareholder affairs At 30 June 2007, there were 13 258 400 shares in the Komplett, divided among 510 shareholders. Nineteen per cent of the company was in foreign hands. The equity ratio was 65 per cent. To further strengthen the company's liquidity in connection with the acquisition of inWarehouse, Komplett conducted a private placement of 1 200 000 shares on 9 May 2007, raising MNOK 125 in net fresh capital. The Komplett share was priced at NOK 140.00 at mid-year, compared with NOK 116.00 at the beginning of 2Q. All figures in this report comply with the International Financial Reporting Standard (IFRS) which Komplett adopted on 1 January 2005. Comparative figures are also IFRS-compliant. Komplett presents its monthly sales figures on the third trading day of the following month. The next monthly report will be for July. It will be published prior to the opening of the Oslo Stock Exchange on Friday, 3 August 2007. The results for 3Q 2007 will be presented at 4.30 p.m. on 18 October 2007 in Vika Atrium in Oslo. Sandefjord, 18 July 2007 The Board of Directors of Komplett ASA About Komplett Komplett is one of Europe's leading players in e-commerce with the web shops Komplett.no, Komplett.se, Komplett.co.uk, Komplett.ie, Komplett.nl, Komplett.be, Komplett.de, Komplett.at, Komplett.dk, Komplett.fr, Norek.no and inWarehouse.se. Komplett sells computer equipment, home electronics, appliances and peripheral equipment to end-users and dealers. The Komplett companies traded for nearly NOK 3 billion in 2006 and have more than 1 600 000 registered customers in Norway, Sweden, Great Britain, Ireland, The Netherlands, Belgium, Germany, Austria, Denmark and France. See also www.komplett.com for information about the company or shop at www.komplett.no. For further information, please contact: CFO Gyrid Skalleberg Ingerø, telephone: (+47) 926-67000 or gs@komplett.no. 259
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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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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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