Torp Computing Group ASA

KPMG’s registered address is:
Name: KPMG AS
Visiting address: Sørkedalsveien 6, 0369 Oslo, Norway
Postal address: P.O. Box 7000 Majorstuen, N-0306 OSLO
Telephone: +47 21 09 21 09
Fax: +47 22 60 96 01
60
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
Ernst & Young and KPMG is member of Den Norske Revisorforening (The Norwegian Institute of
Public Accountants).
6.19.7 Dividend Policy
Komplett’s objective is to yield a competitive return on invested capital to the shareholders through
a combination of share price development and dividends. In evaluating the dividend amount, the
Board of Directors emphasises stable development, the company’s dividend capacity, and the
requirements for sound equity capital as well as for adequate financial resources to enable future
growth. To achieve its long-term growth targets, it is Komplett’s policy to maintain a high equity
ratio; however, the company has a business model that allows for strong cash flow generation.
Consequently, Komplett needs for growth can be met while also maintaining a dividend distribution
as long as the Company is reaching targeted growth levels.
6.20 No significant change in financial or trading position
There has not been any significant change in the financial or trading position of Komplett since 30
June 2007 and to the date of this Information Memorandum, except for the change related to the
Merger with TCG.
6.21 Legal and Arbitration Proceedings
Komplett is currently not involved in, and has not for the last 12 months been involved in, any
governmental, legal or arbitration proceedings which may have, or have had in the recent past,
significant effects on Komplett’s and the Komplett group’s financial position or profitability.
Komplett is further not aware that any such proceedings are pending or threatening.
6.22 Share capital and shareholder matters
6.22.1 Share capital
Komplett’ registered share capital prior to the Merger is NOK 13,258,400.00, divided into
13,258,400 shares each with a nominal value of NOK 1.00. The shares are fully paid.
Komplett’ shares are issued in accordance with the Public Limited Companies Act. All shares are
issued in electronic form in VPS with ISIN NO 001 0032097. The company’s Registrar is DnB NOR
Bank ASA, Stranden 21, 0021 Oslo, Norway.
6.22.2 Historical development in the share capital
Development in share capital NOK million