Torp Computing Group ASA

implemented as a transaction with TCG’s assets and liabilities as contribution in kind at their
actual value.
From a company law perspective, the Merger will be carried out through Komplett’s acquisition of
TCG’s assets, rights and obligations in their entirety. TCG shall be dissolved and the shareholders
of TCG will receive consideration in the form of shares in Komplett upon the increase in
Komplett’s share capital as described in Sections 4 and 7 below.
The name of the merged company shall be Komplett ASA.
The merged company shall have its registered offices in Sandefjord Municipality.
4 MERGER CONSIDERATION AND EXCHANGE RATIO
In connection with the negotiations between the Parties in relation to the integration agreement,
Komplett was valued at NOK 1 577 749 600 and TCG was valued at NOK 416 633 600 as of 17
June 2007. The valuation was based on there being 13 258 400 shares in Komplett and
10 415 840 shares in TCG.
None of the Parties have issued rights in the form of options, subscription rights, convertible
loans or other financial instruments that could result in the issuing of additional shares in the
companies.
The valuation of the Parties was based on the market value of the Parties on the Oslo Stock
Exchange and the OTC list respectively over a period, and negotiations between the Parties.
The merger consideration shall be paid entirely in shares and the shareholders in TCG shall
receive a total of 3 501 118 shares in Komplett, each with a nominal value of NOK 1. One share
in TCG with a nominal value of NOK 1 shall therefore give 0.336134 new shares in Komplett. No
consideration shares shall be issued for TCG’s potential holdings of own shares or for any shares
Komplett owns in TCG.
The shares shall be obtained through a share capital increase in Komplett of NOK 3 501 118
through the issue of new shares. The new shares shall in all respects rank equally with the
existing shares in Komplett.
Fractions of shares will not be issued. Instead such fractions will be combined into whole shares
which will be sold. The consideration will be divided proportionately between the shareholders
that should have had fractions. The share sale and division of the consideration shall be arranged
by SEB Enskilda ASA.
5 DATES
5.1 Entry into force of the Merger
The Merger shall, from a company law perspective, enter into force when the creditors’ two
month deadline to claim payment or security has expired and the Merger’s entry into force has
been registered in the Register of Business Enterprises, cf. Article 13-17 of the Public Limited
Liability Companies Act. The aim is to make the registration at the end of December 2007.
On the date of the entry into force the following effects of the Merger will occur:
a) TCG is dissolved,
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