Torp Computing Group ASA

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Other non-current loans 0.0 Non-current financial debt (H) 0.0 Net financial indebtedness (F-G) -54.5 44 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA As mentioned above Komplett has a 150 MNOK bank overdraft that is currently not utilised. Komplett has always focused on having a strong equity share and minimum external borrowings. Komplett strives to ensure that the operational subsidiaries have a strong and healthy equity, but that excess capital is transferred to the holding-company through annual dividends. Necessary funding is provided to the subsidiaries via inter-company loans from Komplett ASA. Cash management for the group is managed centrally to utilise capital as efficient as possible, and to minimize the need for external borrowing. 6.9 Research and development, patents and licenses Komplett works continuously to develop good, customer friendly e-commerce solutions for the web shoppers of tomorrow. This entails inter alia continuous development of solutions for logistics, payment and functionalities on the web shops. Komplett’s prize-winning web shops are developed by the company’s own Development Department and are further improved on an ongoing basis. Komplett does not have any vital patents or licenses. 6.10 Trend information Komplett is not aware of any significant changes or new trends within productions, sales or inventory or costs and selling prices since the end of 2006 that can be considered extraordinary for this kind of business. Komplett is not aware of any trends, uncertainties, demands, commitments or events since the end of 2006 that are reasonably likely to have a material effect on the company’s prospects. 6.11 Board of Directors 6.11.1 Current composition At the date of this Information Memorandum the Board of Directors of Komplett consists of the following people: Bengt Thuresson, Chairman, (One year) Bengt Thuresson has worked 30 years in the technology sector in several leading management positions in Norwegian companies with international market positions. Bengt Thuresson was CEO of the videoconferencing company Tandberg from 1997 – 2001. He is now also a Board Member of the movie production equipment vendor Cinevation. He has previously held positions as Vice Chairman for the broadcasting system vendor Tandberg Television, Chairman for the broadband company NextGenTel and Chairman for the software company Confirmit. Mr Thuresson holds a Master of Science in Engineering Cybernetics from NTNU, Trondheim. At the date of this document he has 150 000 shares and 0 stock options in the company. In addition close relatives to Mr. Thuresson owns 6 000 shares. His business address is Holstetajet 26, 3022 Drammen, Norway. Anne Lise Meyer, director, (One year) Anne Lise Meyer is CEO in AS Hamang Papirfabrik and member of the board for AS Avishuset Dagbladet. She has been CEO of Gillette Group Norway, and had several leading positions in Hewlett-Packard and NetCom. Ms. Meyer holds a Bachelor of Management degree from the
45 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Norwegian School of Management. At the date of this document she has 0 shares and 0 stock options in the company. Her business address is Parkveien 51 B, 0204 Oslo, Norway. Peter A. Ruzicka, director, (One year) Peter A. Ruzicka has 15 years’ experience in retail trade. In the 1990s, he was CEO of the Hakon Gruppen, then market leader in the Norwegian grocery industry. He was also responsible for introducing ICA in the Baltic countries, and from 2000, Ruzicka was in charge of Ahold’s activities in the Czech Republic and Slovakia. For the past three years, he has been at the helm of Jernia and today he is CEO of Canica AS. Peter A. Ruzicka has a master’s degree in business administration. At the date of this document he has 0 shares and 0 stock options in the company. The Canica companies are Komplett’s largest shareholders holding at the date of this document a total of 4.187.300 shares. His business address is Dronning Maudsgate 1, 0250 OSLO, Norway. Ingvild Huseby, director, (One year) Ingvild Huseby holds the position as Program Director in Hafslund. Prior to joining Hafslund she was with Get being Director for Customer Operations and has had several management position in Telenor Mobil, Nextra and Telenor Business Solutions. Ms. Huseby has a Master of Science degree in Theoretical Nuclear Physics from the University of Oslo and a Master’s degree in international strategy and business administration from the Norwegian School of Management BI / Telenor Corporate University. At the date of this document she has 0 shares and 0 stock options in the company. Her business address is Drammensveien 144 Skøyen, 0247 Oslo, Norway. Odd Johnny Winge, director, (One year) Odd Johnny Winge is Executive Vice President, Products in Tandberg ASA. He previously headed sales and operations for Tandberg’s EMEA theatre. Prior to joining Tandberg, Mr. Winge was with McKinsey and Company, Inc., where he worked in a range of industries. Mr. Winge graduated with a Master’s degree in Business and Economics, with a dual degree in Finance and Accounting, from the Norwegian School of Management in Oslo. At the date of this document he has 0 shares and 0 stock options in the company. His business address is Philip Pedersens vei 22, 1366 Lysaker, Norway. Arnt Ree, employee representative, (two years) Arnt Ree is currently Project Manager in Komplett. Mr. Ree has been with the company since 2004 and holds a Master of Science degree in Industrial and information management. At the date of this document he has 100 shares and 0 stock options in the company. His business address is at Komplett’s office in Østre Kullerød 4, 3241 Sandefjord, Norway. His business address is at Komplett’s office in Østre Kullerød 4, 3241 Sandefjord, Norway. Elin Ertsås, employee representative, (two years) Elin Ertsås is currently responsible for salaries in Komplett. Elin Ertsås has been with the company since 2005 and has previously worked within the travel industry, primarily the hotel industry i.e. as hotel manager. At the date of this document she has 0 shares and 0 stock options in the company. Her business address is at Komplett’s office in Østre Kullerød 4, 3241 Sandefjord, Norway. 6.11.2 Composition following approval of the Merger Plan and completion of the Merger As from the General Meeting and following completion of the Merger it is proposed that the Board of Directors shall be composed as set out in section 5.4.1 above.
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
Page 33 and 34: Full year 2006 Figures in NOK milli
Page 43: 2004 Investments in the period amou
Page 53 and 54: 6.19.3 Balance Sheet Figures in NOK
Page 61 and 62: Share capital per 01.01.2004 5 910
Page 63 and 64: 7 INFORMATION ABOUT TCG 63 INFORMAT
Page 69 and 70: Figure: People having purchased pro
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Page 81 and 82: CONTENTS Page 1 BACKGROUND ........
Page 83 and 84: MERGER PLAN This merger plan is ent
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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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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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