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Torp Computing Group ASA

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28 August 2007<br />

consummated. TCG and the TCG Board of Directors have committed to indemnify Norden<br />

for any claim arising from this opinion.<br />

Norden’s opinion is only intended for use in connection with this assignment, and is not<br />

intended to be, and shall not constitute a recommendation to the shareholders of TCG as to<br />

whether to accept the exchange ratio or not. Each shareholder remains solely responsible for<br />

his/her own decisions.<br />

Conclusion on Exchange Ratio Considerations<br />

The exchange ratio considerations have been based on, but not limited to the following:<br />

• TCG and Komplett financial forecasts<br />

• Discounted cash flow valuations of both TCG and Komplett<br />

• Peer group valuations<br />

The proposed exchange ratio whereby each TCG shareholder will receive 0.336134 Komplett<br />

shares for every 1 TCG share, implies that TCG shareholders will own 20.89% of the<br />

combined company.<br />

With basis, among other things, in the abovementioned considerations and reservations, it is<br />

Norden’s opinion that the proposed exchange ratio is fair to TCG’s shareholders from a<br />

financial point of view.<br />

Summary of Norden Fondsmeglerforretning <strong>ASA</strong>’s Fairness Opinion to the Board of <strong>Torp</strong> <strong>Computing</strong> <strong>Group</strong><br />

<strong>ASA</strong>: Proposed merger with Komplett <strong>ASA</strong><br />

268<br />

2

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