Torp Computing Group ASA

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28 August 2007 Strictly confidential liabilities of the companies. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. We assume that Komplett and TCG are not involved in any legal disputes and we are not informed of any other possible, future legal disputes or allegations regarding liability on the companies which, in our opinion, would be of material importance for the evaluation of the companies’ financial situation. Further we assume that all corporate decisions and resolutions have been taken by the relevant corporate bodies and in accordance with relevant legislation. No financial, commercial or legal due diligence has been conducted by Enskilda. We can and will not provide any assurance that the content in the information that we have based our statement on is correct or complete, and cannot give any guarantees or assurances with regards to the content. Enskilda undertakes no responsibility with regards to decisions based on the Komplett Board’s statement regarding the proposal. Komplett and the Komplett Board commit to indemnify Enskilda for any claim arising from the assignment as financial advisor for Komplett for this evaluation and recommendation regarding the merger with TCG. Komplett is responsible for that any transactions and decisions that are made in connection with the proposed merger are based on lawful decisions in Komplett’ steering committees as well as in accordance with prevailing laws and regulations. Enskilda is an investment firm engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. As financial adviser to Komplett in connection with the potential merger with TCG we will receive a fee for our services. In the ordinary course of our trading and brokerage activities Enskilda, or its associated companies, may at any time hold long and short positions, and trade or otherwise effect transactions, for our own account or the account of customers, in debt or equity securities of Komplett and TCG. Further employees of Enskilda and related parties could own shares in Komplett and TCG and could from time buy and sell shares in the companies. The content of this statement is not intended to be and shall not constitute a recommendation to the shareholders of Komplett as to whether to accept the exchange ratio or not, and each shareholder remains solely responsible for his/her own decisions. Any dispute arising out of, or relating to, this presentation shall be governed by the laws of Norway and shall be subject to the exclusive jurisdiction of the Norwegian courts. Document to the Board of Komplett ASA: Proposed merger with Torp Computing Group ASA 264 2
Conclusion on Exchange ratio considerations 28 August 2007 Strictly confidential The exchange ratio considerations have been based on among others: • Komplett and TCG financial forecasts • Stand alone valuation of Komplett and TCG • Relative historical equity value (share price development) • A contribution analysis (sales, EBIT, equity) The proposed exchange ratio whereby each TCG shareholder will receive 0.336134 Komplett shares for every 1 TCG share, implies that Komplett shareholders will own 79.11% of the combined company. Enskilda concludes that the proposed exchange ratio is a fair exchange ratio for the Komplett shareholders from a financial point of view. Document to the Board of Komplett ASA: Proposed merger with Torp Computing Group ASA 265 3
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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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Torp Computing Group ASA Note 7 Sub
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Torp Computing Group ASA Note 14 Sh
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Page 224 and 225: Komplett ASA INTERIM BALANCE SHEET
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Torp Computing Group ASA

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