Torp Computing Group ASA

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28 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA included in the notice of the meeting. The shareholders consequently have a right to share in the company’s profits. 5.7.11 Compulsory acquisition A shareholder who, directly or via subsidiaries, acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total votes that may be cast at the company’ general meeting, has the right (and each remaining minority shareholder of that company would have the right to require the majority shareholder) to effect a compulsory acquisition for cash of any shares not already owned by the majority shareholder. A compulsory acquisition results in the majority shareholder becoming the owner of the shares of the minority shareholders with immediate effect. A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share and to pay the consideration offered to a separate bank account for the benefit of the minority shareholders. The determination of the offer price is at the discretion of the majority shareholder. Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified period of not less than two months, request that the price be set by the Norwegian courts. The cost of such court procedure would normally be charged to the account of the majority shareholder, and the courts would have full discretion in determining the consideration due to the minority shareholder as a result of the compulsory acquisition. 5.7.12 Rights of redemption and repurchase of shares No redeemable shares in the Merged Company (i.e. shares redeemable without the shareholder’s consent) will be issued as at the date of the completion of the Merger. The Merged Company’s share capital may be reduced by reducing the par value of the shares. Such a decision requires the approval of two-thirds of the votes cast at a general meeting. Redemption of individual shares requires the consent of the holders of the shares to be redeemed. A Norwegian company may purchase its own shares if an authorisation to the Board of Directors of the company to do so has been given by the shareholders at a general meeting with the approval of at least two-thirds of the aggregate number of votes cast at the meeting. The aggregate nominal value of treasury shares so acquired and held by the company is not permitted to exceed 10% of the company’s share capital, and treasury shares may only be acquired if the company’s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorization by the shareholders at the general meeting cannot be given for a period exceeding 18 months. At the date of the completion of the Merger, the Merged Company will not have any treasury shares. 5.7.13 Shareholder vote on mergers and de-mergers A decision to merge with another company or to demerge will require a resolution of the Merged Company’s shareholders at a general meeting passed by two-thirds of the aggregate votes cast, as well as two-thirds of the aggregate share capital represented, at the general meeting. A merger plan or demerger plan signed by the company’s Board of Directors along with certain other required documentation must be sent to all shareholders at least one month prior to the general meeting. 5.7.14 Liability of directors The Merged Company’s Board of Directors and the Chief Executive Officer will owe a fiduciary duty to the Merged Company and its shareholders. Such fiduciary duty requires that the board members and the Chief Executive Officer act in the company’s best interests when exercising their functions
29 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA and exercise a general duty of loyalty and care towards the company. Their principal task is to safeguard the interests of the company. Members of the company’s Board of Directors and the Chief Executive Officer may each be held liable for any damage they negligently or wilfully cause the company. Norwegian law permits the general meeting to exempt any such person from liability, but a resolution to do so is not binding in the event that substantially correct and complete information was not provided at the general meeting where the resolution was passed. If a resolution to grant such exemption from liability or not to pursue claims against such a person has been passed by a general meeting with a smaller majority than that required to amend the company’s Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders, may pursue the claim on the company’s behalf and in its name. The cost of any such action is not the company’s responsibility, but can be recovered from any proceeds the company receives as a result of the action. If the decision to grant an exemption from liability or not to pursue claims is made by such a majority as is necessary to amend the Articles of Association, or if a settlement has been reached, the minority shareholders cannot pursue the claim in the company’s name. A resolution by the general meeting to exempt the directors from liability does not protect the directors from a claim or a lawsuit filed by a third party other than the company, for example a creditor. 5.7.15 Indemnification of directors and officers Neither Norwegian law nor the Merged Company’s proposed Articles of Association contain any provisions concerning indemnification by the company of the company’s Board of Directors. The company is permitted to purchase insurance to cover the members of its Board of Directors against certain liabilities that they may incur in their capacity as such. Neither the current Komplett nor TCG have purchased such insurance. 5.7.16 Distribution of assets on liquidation Under Norwegian law, a company may be wound-up by a resolution of the company’s shareholders in a general meeting passed by the same vote as required with respect to amendments to the Articles of Association. The shares rank equally in the event of a return on capital by the company upon a winding-up or otherwise. 5.7.17 Summary of the Merged Company’s proposed Articles of Association The following is a summary of provisions of the Merged Company’s proposed Articles of Association, some of which have not been addressed in the preceding discussion. A complete copy of the Merged Company’s Articles of Association is included as an appendix to the Merger Plan. Name of the Company – The company’s name is Komplett ASA. The company is a Norwegian public limited liability company. Registered Office – The company’s registered office shall be in Sandefjord, Norway. Objectives of the Company – The objective of the company shall be to engage in trade in computer equipment, electronics and other goods, and participate in other companies and undertakings. Share Capital – The company’s share capital is NOK 16,759,518, divided into 16,759,518 shares. Nominal Value of Shares – The nominal value of each share is NOK 1.00.
Page 1 and 2: INFORMATION MEMORANDUM in connectio
Page 3 and 4: TABLE OF CONTENTS 3 INFORMATION MEM
Page 5 and 6: 5 INFORMATION MEMORANDUM Merger of
Page 23 and 24: Lars Seeberg, Manager TCG 23 INFORM
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Page 33 and 34: Full year 2006 Figures in NOK milli
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Page 63 and 64: 7 INFORMATION ABOUT TCG 63 INFORMAT
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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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Appendix 6 Interim balance sheet fo
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Komplett ASA INTERIM BALANCE SHEET
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Appendix 7 Interim balance sheet fo
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Torp Computing Group ASA Equity and
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Appendix 8 Draft opening balance sh
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Komplett ASA Draft Opening balance
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REPORT OF THE BOARD OF DIRECTORS CO
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The exchange ratio for the Merger w
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UNOFFICIAL TRANSLATION FROM NORWEGI
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UNOFFICIAL TRANSLATION FROM NORWEGI
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Appendix 3: Expert Statements on th
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Appendix 5: Financial statements fo
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Trend, active customers (number) 1Q
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THE KOMPLETT GROUP JANUARY - MARCH
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KOMPLETT REPORTS 45 PER CENT GROWTH
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Business development/operations Kom
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THE KOMPLETT GROUP, APRIL - JUNE 20
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Appendix 6: Summary of Fairness Opi
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28 August 2007 Strictly confidentia
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Appendix 7: Summary of Fairness Opi
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28 August 2007 consummated. TCG and
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