Torp Computing Group ASA

12 TAXATION IN NORWAY
74
INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
The statements herein regarding taxation are unless otherwise stated based on the laws in force in Norway as
of the date of this Information Memorandum, and are subject to any changes in law occurring after such date,
changes which, in respect of Norwegian taxes, could be made on a retrospective basis.
The following summary does not purport to be a comprehensive description of all the tax considerations that
may be relevant to a decision to acquire, own or dispose of the Shares. Furthermore, the summary only
focuses on the shareholder categories explicitly mentioned below (personal shareholders and limited liability
companies). Investors should consult their professional advisors on the possible tax consequences of their
subscribing for, purchasing, holding, selling or redeeming Shares under the laws of their countries of
citizenship, residence, ordinary residence or domicile.
Please note that for the purpose of the summary below, a reference to a Norwegian or foreign shareholder
refers to the tax residency rather than the nationality of the shareholder.
12.1 The merger
12.1.1 Tax consequences for the company
Provided that the merger is considered a tax free merger according to the Norwegian Tax Act
chapter 11, it will not trigger tax in Norway for the companies. Komplett will assume all tax
positions from TCG, including the tax values and acquisition dates related to the assets, rights and
obligations transferred as part of the merger.
12.1.2 Tax consequences for the shareholders
The merger will not be taxable for the shareholders. Tax positions related to the shares in TCG,
including the acquisition date, cost price and calculated allowance, will be transferred to the shares
received in Komplett.
12.1.3 Sale of the fractional shares
Fractions of shares will not be issued as part of the merger. The fractions will be aggregated and
sold, and the net proceeds will be distributed to the relevant shareholders. Capital gains will be
taxable at 28 % for the receiving shareholders who are individuals resident in Norway for tax
purposes (“Norwegian personal shareholders”), and exempt from taxation for shareholders
who are limited liability companies resident in Norway for tax purposes (“Norwegian corporate
shareholders”).
Foreign shareholders are advised to consult their local advisors on possible tax consequences in
their respective jurisdiction.
12.2 Norwegian Shareholders
12.2.1 Taxation of dividends
Norwegian personal shareholders
Dividends received by Norwegian personal shareholders are taxable as ordinary income for such
shareholders at a flat rate of 28%.
Norwegian personal shareholders are however entitled to deduct a calculated allowance when
calculating their taxable dividend income. The allowance is calculated on a share-by-share basis.
For shares acquired after 1 January 2006, the allowance for each share is equal to the cost price of
the share multiplied by a determined risk free interest rate. For shares acquired prior to 1 January
2006, the cost price include accumulated RISK adjustments per 1 January 2006 (RISK is the
Norwegian abbreviation for the variation of the company's retained earnings after tax during the
ownership of the shareholder).