Torp Computing Group ASA

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40 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA selling over the Internet has increased. For Komplett, this has meant improvements in current supplier agreements and growing interest from new manufacturers. Direct sales to end-users have increased over the years, reaching 72% in 2006. Komplett also sells products to roughly 6 000 different dealers in Norway and Sweden. These customers see the great advantage of Komplett’s extensive range of products, short delivery times and the fact that this arrangement reduces their need to tie up capital in maintaining their own inventories. Sales channels Komplett is a dedicated e-commerce company whose sales rely on customers placing their orders in one of Komplett’s thirteen web shops. In Norway and Sweden, Komplett sells to end-users and dealers through the Internet web shops at Komplett.no, Komplett.se and inWarehouse.se (endusers), as well as Norek.no and Af.komplett.se (dealers). Similarly, Komplett has web shops in the UK, Ireland, the Netherlands, Belgium, Germany, Austria, Denmark and France that sell exclusively to end-users. Direct sales are organised for private customers, enterprises and the public sector. Sales to private individuals accounted for approximately two thirds of direct sales in Norway, and an even portion in the other countries. Purchasing In a highly dynamic market in which most products are updated or replaced several times each year, it is crucial that the product/purchasing department keeps fully up-to-date on which products are popular, and at the same time also ensuring the targeted profit margins are reached. The wide assortment of products, short turnaround times, fluctuations in exchange rates, price changes and highly competent customers are reasons why purchasing and logistics are core functions. Using advanced computer systems, product managers can monitor critical parameters continuously. Based on this information, they can adjust prices, the range of products, stock levels, etc. based on the current situation and preferred development. The purchasing organisation must at all times consist of specialists who focus on individual product groups and on the competitive situation in the specific geographical markets. It is only by monitoring the market carefully that product managers can offer the right products at optimal prices, improving growth in sales and profits. Purchasing and marketing cooperate closely to obtain favourable agreements for marketing support from vendors. Logistics Through close, efficient cooperation with logistics partners in different countries (e.g. the postal services in Norway and Sweden, DHL, Tollpost Globe, Parcel Force/GLS, TPG Post and Deutsche Post), Komplett provides efficient transport, forwarding and delivery to its customers. The central warehouse facility in Sandefjord covers some 7,500 square meters and serves customers in Norway, Sweden and Denmark. Operational responsibility for the warehouse in the Netherlands that serves the customers in the UK, Ireland, the Netherlands, Belgium, Germany, Austria and France, has been outsourced to a logistics partner. The reason for having a separate distribution warehouse on the Continent is to ensure that customers outside Scandinavia can also benefit from prompt, reliable deliveries. Marketing Komplett engages in significant marketing activities to enhance people’s awareness of the company’s web shops. In collaboration with the company’s suppliers, marketing campaigns are conducted to communicate messages crafted by Komplett and each individual supplier. Komplett introduced a Nordic catalogue concept in 2006 to showcase its wide variety of products to a new group of potential customers who would like to shop on the Internet. The catalogue was followed up with TV commercials, providing more familiarity and knowledge about what Komplett stands for.
41 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA In spring 2006, the Norwegian School of Management BI conducted its annual customer satisfaction survey for leading brands in Norway. Komplett scored a solid 15th place of a total of 167 brands. 6.6.3 Geographical markets Scandinavia Komplett has during the past years proven its position as the leading e-commerce player in computers and consumer electronics in Norway. Norway was Komplett’s largest market with 69% of total sales in 2006 before the acquisition of inWarehouse in Sweden in April 2007. Komplett.se and inWarehouse combined are among the three largest e-commerce players in Sweden for computers and consumer electronics. Komplett.se accounted for 13% of Komplett’s total sales in 2006 and including inWarehouse, Sweden would accounted for 33% of 2006 sales. Komplett’s Danish operation started sales in December 2006 and is hence still in an early phase. Komplett has a customer service centre in Gothenburg, providing sales and support for the Swedish and Danish markets. Delivery takes place from Komplett’s central warehouse facility in Sandefjord, and with the able assistance of Komplett’s logistics partners, delivery times are comparable to competitors with local warehouses. During 2006, Komplett also opened designated pick-up points for its customers in Stockholm, Gothenburg and Malmö. Western (continental) Europe The subsidiary Komplett BV in the Netherlands serves the markets in the United Kingdom, Ireland, the Netherlands, Belgium, Germany, Austria and France. The UK is the largest individual market, and even a small market share there will have a positive effect on Komplett’s revenue. Ireland still has few e-commerce players but Komplett has a strong and growing market position there. In the Netherlands and Belgium, Komplett is still in an early stage of market penetration, and the new web shops in Germany, Austria and France are still in the pilot phase. These operations are handled through hired warehouse capacity. 6.6.4 Financial information The table below illustrates the development in operating revenue by income category: NOK million 2004 2005 2006 1H 2007 Direct sales 1,172 1,366 1,606 966 Sales to dealers 622 608 636 321 Consumer financing 7 10 Total 1,794 1,974 2,249 1,297
Page 1 and 2: INFORMATION MEMORANDUM in connectio
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Page 83 and 84: MERGER PLAN This merger plan is ent
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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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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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Torp Computing Group ASA

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