Torp Computing Group ASA

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INFORMATION MEMORANDUM
Merger of Komplett ASA and Torp Computing Group ASA
Norwegian corporate shareholders
Norwegian corporate shareholders are exempt from tax on capital gains upon the realization of
shares, and losses related to such realization are not tax deductible.
12.2.3 Net Wealth Tax
Norwegian personal shareholders
The value of shares is included in the basis for the computation of wealth tax imposed on
Norwegian personal shareholders. Currently, the marginal wealth tax rate is 1.1% of the value
assessed. The value for assessment purposes for shares listed on Oslo Børs is 85% of the listed
value as of January 1 in the year of assessment.
Norwegian corporate shareholders
Norwegian corporate shareholders are not subject to wealth tax.
12.3 Foreign shareholders
12.3.1 Taxation of dividends
Foreign personal shareholders
Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes
(“Foreign personal shareholders”), are as a general rule subject to withholding tax at a rate of
25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway
and the country in which the shareholder is resident. The withholding obligation lies with the
company distributing the dividends.
Foreign personal shareholders resident within the EEA are subject to withholding tax, ref above,
but may be entitled to a partial refund of the withholding tax. The refund may be granted on the
basis of an application from the Foreign personal shareholder, and will, if granted, equal (in full or
partially) the calculated allowance granted to Norwegian personal shareholders, see “Taxation of
dividends – Norwegian personal shareholders” above.
If a Foreign personal shareholder is carrying on business activities in Norway and the relevant
shares are effectively connected with such activities, the shareholder will be subject to the same
taxation as a Norwegian shareholder, as described above.
Foreign corporate shareholders
Dividends distributed to shareholders who are limited liability companies not resident in Norway for
tax purposes (“Foreign corporate shareholders”), are as a general rule subject to withholding
tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties
between Norway and the country in which the shareholder is resident.
Dividends distributed to Foreign corporate shareholders resident within the EEA for tax purposes
are exempt from Norwegian withholding tax, provided that the shareholder is the beneficial owner
of the shares.
Foreign shareholders who have suffered a higher withholding tax than set out in an applicable tax
treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax
deducted.
Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee
has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to a lower
withholding tax rate. To obtain such approval the nominee is required to file a summary to the tax
authorities including all beneficial owners that are subject to withholding tax at a reduced rate.