Torp Computing Group ASA

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46 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 6.11.3 Independence of Board of Directors All of the members of the Board of Directors of the Company are independent from the Company’s executive management and material business contacts. The Board of Directors also satisfies the requirement of the Norwegian Code of Practice for Corporate Governance that at least two directors shall be independent from major shareholders as Peter A. Ruzicka must be considered such member. 6.12 Management As at the date of this Information Memorandum Komplett’ executive management is organised as follows: Trond Christensen Financial Manager Vidar Eskelund CCO Gyrid Skalleberg Ingerø CFO The group executive management is: Eric Sandtrø, Chief Executive Officer Pål Vindegg COO Eric Sandtrø CEO Jan Gusland (resigned) CDO Vincent Hoogduijn Manager Komplett BV Ole Sauar Manager Komplett AB Eric Sandtrø is one of the founders of Norek (one of the two companies behind today’s Komplett). During his 16 years with Komplett he has held several different positions within the company, i.e. sales manager, financial manager and purchasing manager. Since 1999, Sandtrø has been CEO of Komplett. At the date of this document Sandtrø owns 1,150,386 shares in Komplett through Stavsmark AS. He has 0 stock options in the company. Gyrid Skalleberg Ingerø, Chief Financial Officer Gyrid Skalleberg Ingerø’s background is in banking and finance. She is a State Authorised Public Accountant. She has been CFO and secretary of the Board of Directors of Komplett since spring 2003. Her previous experience includes CFO at Reiten & Co Private Equity, senior manager at KPMG and Nordea ASA. She is currently a board member of Datakjeden AS, Komplett AS, NEAS ASA and Carrot Communication ASA. Her earlier board experience includes: Reiten & Co ASA (securities enterprise), Oslo Areal ASA and several investment companies. She is co-owner of Ingerø Investments AS, which owns 7,000 shares in Komplett at the date of this document. Vidar Eskelund, Chief Commercial Officer Vidar Eskelund joined Komplett in 2005 and is responsible for sales and marketing. Eskelund has experience from Midelfart Gruppen where he was divisional director and member of the executive group. Prior to this, Eskelund was CEO of Sunshine Scandinavia and marketing manager for Boehringer Ingelheim KS Norge. Eskelund holds a Bachelor degree in international marketing. At the date of this document he has 0 shares and 0 stock options in the company. Pål Vindegg, Chief Operating Officer Pål Vindegg has been working for Kappahl AB and Adelsten ASA as logistics director for several years. Before that he was logistics manager for NIT and Norsk Data. He holds a bachelor degree in
47 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA electronics engineering. Vindegg has been working in Komplett since 2003. At the date of this document he has 6,000 shares and 0 stock options in the company. Vincent Hoogduijn, Manager Komplett BV Vincent Hoogduijn worked for Trust International as sales manager, before joining Komplett in 2001 to strengthen the internationalization of the company. Since 2003, Hoogduijn has been responsible for the Komplett operations outside Scandinavia. At the date of this document he has 2,000 shares and 0 stock options in the company. Ole Sauar, Manager Komplett AB Ole Sauar started Komplett’s operations in Sweden in 2000 and has been manager there for six years. Prior to this, Sauar was in charge of Komplett’s chain of computer stores in Norway. Sauar was the founder of the company Viking Computer which merged with Komplett in 1999. At the date of this document he has 420,044 shares and 0 stock options in the company. Trond Christensen, Financial Manager Trond Christensen joined Komplett as Financial Manager in 2004. Prior to this he was controller in Jotun AS and manager for the auditing company Møller and Co. Christensen holds a degree as State Authorised Public Accountant in Norway and is a Master of Science in business. At the date of this document he has 4,200 shares and 0 stock options in the company. In addition, Jan Gusland served as Chief Development Officer until 31 August 2007 and is at the date of this document no longer part of Komplett’s management. All the persons in the management mentioned above have their business address at Komplett’s office in Østre Kullerød 4, 3241 Sandefjord, Norway. 6.13 Conflicts of Interests etc. There are no potential conflicts of interests between the management’s and the directors’ duties to the Komplett, and their private interests and/or other duties, other than as mentioned in the preceding sections. During the last five years preceding the date of this document, no member of the Board of Directors or the senior management has: • had any convictions in relation to fraudulent offences; • been publicly incriminated and/or sanctioned by any statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or • been associated with any bankruptcy, receivership or liquidation. 6.14 Pension costs and pension liabilities Komplett is required to have company pensions under the Act relating to obligatory company pensions. In 2005, the company established a regime featuring deposit-based pensions for its employees in Norway. The scheme is in accordance with the requirements under the Act. The company’s employees in Norway also have an early retirement pension scheme. Due to the employees’ age composition, obligations linked to pensions are not based on actuarial standards and no provisions have been made.
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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 and 44: 2004 Investments in the period amou
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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
Page 79 and 80: Appendix 1: Merger Plan with append
Page 81 and 82: CONTENTS Page 1 BACKGROUND ........
Page 83 and 84: MERGER PLAN This merger plan is ent
Page 85 and 86: ) The share capital in Komplett is
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Page 89 and 90: 16 DISTRIBUTION TO SHAREHOLDERS Non
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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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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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Torp Computing Group ASA

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