Torp Computing Group ASA

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INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
shareholders) and the retained profit from previous years (adjusted for any reclassification
of equity), less (i) uncovered losses, (ii) the book value of research and development,
goodwill and net deferred tax assets (as recorded in the balance sheet, as of the most
recent fiscal year end, approved by the Annual General Meeting of shareholders), (iii) the
total nominal value of treasury shares which the company has acquired for ownership or as
security in previous fiscal years, as well as credit and security which, pursuant to Sections
8-7 to 8-9 of the Public Limited Companies Act, fall within the limits of distributable equity,
and (iv) that part of the profit for the prior fiscal year which, by law or pursuant to the
company’s Articles of Association, must be allocated to the undistributable reserve or
cannot be distributed as a dividend.
• Dividends cannot be distributed if the company’s equity at the end of the last financial year
amounts to less than 10% of the total assets, unless a two-month creditor notice period
provided for under the Public Limited Companies Act Sections 12-4 and 12-6 is invoked.
• Dividends can only be distributed to the extent compatible with good and careful business
practice, with due regard to any losses which the Company may have incurred since the
balance sheet date (i.e. the prior fiscal year end) or which the Company may expect to
incur.
• The amount of dividends the Company can distribute is calculated on the basis of the
parent Company’s annual financial statements.
According to the Public Limited Companies Act, there is no time limit after which entitlement to
dividends lapses. Further, there are no dividend restrictions or specific procedures for non-
Norwegian resident shareholders in the Act. For a description of withholding tax on dividends that
is applicable to non-Norwegian residents, see section 12.
5.7.7 Amendments to the company’s Articles of Association, including variation of rights
The affirmative vote of two-thirds of the votes cast at a general meeting as well as at least twothirds
of the share capital represented at the meeting will be required to amend the Merged
Company’s Articles of Association. Decisions that (i) would reduce any shareholder's right in
respect of dividend payments or other rights to the assets of the company, or (ii) restrict the
transferability of the shares, require a majority vote of at least 90% of the share capital
represented at the general meeting in question as well as the majority required for amendments to
the company’s Articles of Association. Certain types of changes in the rights of shareholders
require the consent of all shareholders affected thereby as well as the majority required for
amendments to the Company's Articles of Association.
5.7.8 Additional issuances and preferential rights
If the Merged Company issues any new shares, including bonus share issues (i.e. the issuance of
new shares by a transfer from the company’s share premium reserve or distributable equity to the
share capital), the company’s Articles of Association must be amended and a two-thirds majority of
the votes cast at a general meeting of shareholders is hence required. In connection with an
increase in the Merged Company’s share capital by a subscription for shares against cash
contributions, Norwegian law provides the company’s shareholders with a preferential right to
subscribe for the new shares on a pro rata basis in accordance with their then current
shareholdings in the company.
The preferential rights to subscribe to an issue may be waived by a resolution in a general meeting
passed by a two-thirds’ majority of the votes cast and share capital represented at a general