Torp Computing Group ASA

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INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
Board of Directors – The company's Board of Directors shall have from four to seven members. The
Board of Directors is elected for one year at a time. Directors are eligible for re-election. In the
event of a tie vote, the Chairman shall have the casting vote.
Nomination Committee – At the same time as the Board of Directors is elected, the general
meeting shall elect a Nomination Committee consisting of a minimum of two and maximum of four
members. The Nomination Committee shall be elected for one year at a time.
Annual General Meeting – The ordinary annual general meeting shall approve the annual accounts
and the directors' report, including payment of dividends, stipulate the directors' fees and approve
the remuneration to the auditor, elect directors and an auditor and deal with other items which,
pursuant to law or the Articles of Association, should be addressed by the annual general meeting.
5.8 Preliminary pro forma financial information
5.8.1 Purpose of the pro forma financial information
The pro forma financial information presented below shows group accounts for Komplett and TCG
as if they had been operating as one unit for the financial year ended 31 December 2006 and the
first half of 2007.
The unaudited pro forma financial income statement is provided for illustrative purposes only to
show the effects of the acquisition described, as if it had been completed on 1 January 2006 with a
balance sheet as if it had been completed 30 June 2007.
The pro forma financial information is based on certain assumptions that not necessarily would
have been applicable if Komplett and TCG were one group in the periods presented in the pro
forma financial information.
5.8.2 Basis for preparation
Because of its nature, the pro forma financial information addresses a hypothetical situation and,
therefore, does not represent the Merged Company’s actual financial position or results. The pro
forma condensed consolidated income statement for 2006 is prepared based on the audited
consolidated income statements for 2006 for Komplett and TCG, respectively, prepared in
accordance with International Financial Reporting Standards as adopted by the EU. The pro forma
condensed consolidated balance sheet as of 30 June 2007 and the condensed consolidated income
statement for the six months period then ended, have been prepared based on unaudited
condensed consolidated interim financial information for Komplett and TCG, respectively, prepared
in accordance with International Accounting Standard 34 “Interim Financial Reporting”. Komplett’s
accounting principles have been applied. Historic financial statements for Komplett and TCG kan be
found in appendix 1 and 5. For separate TCG figures and IFRS adjustments, please see section 7.5.
The pro forma consolidated financial information does not include all of the information required for
financial statements under International Financial Reporting Standards, and should be read in
conjunction with the consolidated financial statements of Komplett and TCG as of and for the year
ended 31 December 2006 and the unaudited condensed consolidated interim financial information
for the interim period ended 30 June 2007. On a general basis, it is emphasized that there is a high
uncertainty related to pro forma consolidated financial information. The pro forma consolidated
financial information is not deemed to represent the actual combination of the financial statements
of Komplett and TCG in accordance with International Financial Reporting Standards, since certain
simplifications and highly uncertain estimates and assumptions have been made as set out in the
subsequent paragraphs.
In addition, the pro forma financial information has been prepared on the following basis: