Torp Computing Group ASA

MERGER PLAN
This merger plan is entered into on 6 September 2007 between:
(1) Komplett ASA, Business Registration No. 980 213 250, Østre Kullerød 4, 3241 Sandefjord
(“Komplett”), and
(2) Torp Computing Group ASA, Business Registration No. 960 666 682, Østre Kullerød 5,
3241 Sandefjord (“TCG”),
hereinafter each a “Party” and collectively the “Parties”.
1 BACKGROUND
On 17 June 2007, the Boards of Directors of Komplett and TCG entered into an integration
agreement to negotiate the merger of Komplett and TCG (the ”Merger”). The contemplated
Merger was announced to the market on 18 June 2007.
After having conducted a mutual due diligence, the Boards of Directors have agreed to this
merger plan which shall be presented to the General Meetings of each of the Parties for approval.
In addition to approval from the General Meetings of each of the Parties, the entry into force of
the Merger will be subject to certain other conditions, cf. Section 6 below.
2 RATIONALE FOR THE MERGER
The Boards of Directors’ rationale for the Merger is primarily that a merger of Komplett and TCG
will create an efficient European market player within Internet based commerce (e-commerce).
Komplett is one of Europe’s leading market players within e-commerce with 13 Internet shops in
10 countries. TCG owns the Internet shops mpx.no and xd.no which sell to end users and
itegra.no which sells to vendors in Norway.
The Merger will create a sound basis for continued long term profitable growth. Both Komplett
and TCG have successfully developed expertise and technological solutions in a demanding
international competitive situation. E-commerce is continually being developed and the merged
company will be a very solid market player which can pursue international opportunities with
additional force.
The ambition is that the merged company will be able to offer the European Internet customers
the best total purchasing experience for computer equipment, consumer electronics and white
goods. Better purchasing terms and joint development are among the areas where it is expected
that synergies can be achieved.
3 THE MERGER PROCEDURE AND THE NAME AND REGISTERED OFFICE OF THE
MERGED COMPANY
The Merger shall be carried out pursuant to Chapter 13 of the Public Limited Companies Act and
Chapter 11 of the Taxation Act as well as the regulations contained in the Accounting Act and
international standards for financial reporting which are set by the EU. The Merger shall be
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