Torp Computing Group ASA

) The share capital in Komplett is increased,
c) TCG’s assets, rights and obligations are transferred to Komplett,
d) The shares in TCG are exchanged for shares in Komplett,
e) Komplett’s Articles of Association are amended in accordance with the proposal in the
merger plan, and
f) Other effects which, pursuant to the merger plan, shall occur upon the Merger’s entry
into force, shall occur.
5.2 Accounting implementation and tax treatment
Until the Merger’s entry into force separate financial accounts shall be kept for the companies.
From an accounting point of view, the implementation shall take place when Komplett has
acquired control of TCG. This is expected to be the latest date of (i) the approval of the merger
plan with the necessary majority in the Extraordinary General Meetings of Komplett and TCG, cf.
Section 6b) below, and (ii) the obtaining of the necessary permits and/or clearances from the
Norwegian Competition Authority and any other relevant competition authorities, cf. Section 6c)
below. Transactions in TCG shall be deemed to have been made at Komplett’s expense from the
same date. Joint annual accounts for the companies shall be prepared from and including the
year of the accounting-related implementation. In the annual accounts, the transactions in TCG
shall, for accounting purposes, be made at Komplett’s expense from the date of the Merger’s
entry into force and transactions prior to this shall be considered as a part of the contribution in
kind in relation to the Merger.
The Merger shall be implemented with tax-related continuity so that Komplett acquires TCG’s
tax-related positions connected with the transferred assets, rights and obligations. The taxrelated
implementation date shall be set to 1 January in the implementation year. Tax
documents must hence be prepared jointly for the companies from the implementation year.
6 CONDITIONS FOR THE MERGER’S ENTRY INTO FORCE
The entry into force of the Merger by way of notification to the Register of Business Enterprises
pursuant to Article 13-17 of the Public Limited Companies Act is conditional upon:
a) Oslo Stock Exchange having confirmed that the listing of the shares in Komplett on Oslo
Stock Exchange will be continued after the implementation of the Merger;
b) The Extraordinary General Meetings in Komplett and TCG having approved the merger
plan and passed the resolutions required in this respect with the necessary majority;
c) The necessary approvals and/or clearances from the Norwegian Competition Authority
and any other competition authorities having been obtained without conditions or on
conditions that will not have a material adverse effect on the merged company;
d) Neither of the Parties having undertaken, nor resolved to undertake, larger
investments, changes in their business, changes in their equity, capital increases,
issuances of rights to shares, distributions of dividends or other similar changes in the
period from the Board of Directors’ approval of the merger plan until the new
shareholder elected board members as mentioned in Section 9 assume their positions,
other than in accordance with the merger plan or with the other Party’s prior written
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