Torp Computing Group ASA

27
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
meeting of shareholders (i.e. the same majority as required to approve amendments to the
company’s Articles of Association).
The general meeting may, with a vote as described above, authorise the Board of Directors to issue
new shares. Such authorisation may be effective for a maximum of two years, and the par value
of the shares to be issued may not exceed 50% of the nominal share capital as at the time the
authorisation was granted. The preferential right to subscribe for shares against consideration in
cash may be set aside by the Board of Directors only if the authorisation includes such possibility
for the Board of Directors.
As mentioned in Section 5.7.2 above, Komplett’s Annual General Meeting held on 27 March 2007
provided the Board of Directors with two authorisations to issue new shares. The first authorisation
has already been used. Pursuant to the second authorisation, the Board of Directors has the right
to waive the preferential rights of the shareholders to subscribe for new shares. Further, as
described in Section 4.5.1 above, it is proposed that the preferential rights of the shareholders of
Komplett are waived when the consideration shares in relation to the Merger are issued. If shares
are issued to citizens or residents of the United States upon exercise of preferential rights, the
Merged Company may be required to file a registration statement in the United States under U.S.
securities laws. If the company decides not to file a registration statement, these holders may not
be able to exercise their preferential rights.
Under Norwegian law, bonus shares may be issued, subject to shareholder approval and provided,
among other requirements, that the company does not have an uncovered loss from a previous
financial year, by transfer from the company’s distributable equity or from the company’s share
premium reserve. Any bonus issues may be effected either by issuing shares or by increasing the
par value of the outstanding shares. If new shares are being issued, these shares must be allotted
to the shareholders of the company in proportion to their current shareholdings in the company.
5.7.9 Related party transactions
Under Norwegian law, an agreement between a public limited liability company and a shareholder,
a shareholder’s parent company, a board member or a managing director, or a person or company
that is closely related to a shareholder or a shareholder’s parent company, which involves
consideration from the company in excess of 5 per cent of the company’s share capital at the time,
is not binding on the company unless the agreement has been approved by the shareholders at a
general meeting. There are certain exemptions from this rule. For example, business agreements
in the normal course of the company’s business containing pricing and other terms and conditions
which are normal for such agreements, as well as the purchase of securities at a price which is in
accordance with the official quotation, do not require such approval. Any performance of an
agreement which is not binding on the company must be reversed.
5.7.10 Minority rights
Norwegian law contains a number of protections for minority shareholders against oppression by
the majority, including but not limited to those described in this and preceding paragraphs. Any
shareholder may petition the courts to have a decision of the company’s Board of Directors or
general meeting declared invalid on the grounds that it unreasonably favours certain shareholders
or third parties to the detriment of other shareholders or the company itself. In certain grave
circumstances, shareholders may require the courts to dissolve the company as a result of such
decisions. Shareholders holding in the aggregate 5% or more of the company’s share capital have
a right to demand that the company convenes an extraordinary general meeting to discuss or
resolve specific matters, and to request that the district court set a higher dividend than decided by
the general meeting. In addition, any shareholder may demand that the company places an item
on the agenda for any general meeting if the company is notified in time for such item to be