Torp Computing Group ASA

consent. The Parties recognize that two large activities are ongoing in Komplett: The
integration process of the Swedish company inWarehouse acquired in May 2007 and
the installation of an automated warehouse system. The parties also recognize the
ongoing construction work for a new logistics centre for TCG.
e) No circumstances or incidents that materially alter the basis for the Merger having
occurred prior to the time when the new shareholder elected board members as
mentioned in Section 9 assume their positions.
f) The deadline for objections from creditors pursuant to Article 13-15 of the Public
Limited Companies Act having expired for both Parties and the relation to creditors who
have raised objections, if any, having been settled, or the District Court having decided
that the Merger may nevertheless be completed and registered with the Register of
Business Enterprises.
The Board of Directors of each of the respective Parties shall decide for and on behalf of that
Party whether the Party assert that the conditions are a hindrance to the implementation of the
Merger. Before Komplett, as the acquiring company, notifies the Register of Business Enterprises
that the Merger shall enter into force, Komplett shall have clarified with the Board of Directors of
TCG that the Board of Directors of TCG will not assert that the conditions above are a hindrance
to the implementation of the Merger.
If the conditions for the implementation of the Merger are not present or satisfied before 31
March 2008, each of the Parties may, unless the situation has been caused by breach by or
circumstances related to the terminating party, terminate the Merger with the result that the
Merger shall not be implemented.
The Parties shall jointly prepare the necessary notification to the Norwegian Competition
Authority as soon as possible after the merger plan is entered into. Komplett shall be responsible
for preparing the notification with necessary assistance from TCG. The Parties shall jointly do
their utmost to contribute to the necessary approvals being granted.
7 PROPOSAL FOR THE RESOLUTION FOR A CAPITAL INCREASE
It is proposed that the following resolution to increase the share capital in Komplett is passed:
a) Komplett’s share capital is increased by NOK 3 501 118, from NOK 13 258 400 to NOK
16 759 518, through the issue of 3 501 118 shares, each with a nominal value of NOK
1.
b) As consideration for the shares, Komplett shall take over TCG’s assets, rights and
obligations, valued at NOK 416 633 600 as per 17 June 2007, pursuant to the
provisions in the merger plan.
c) The new shares shall be allotted in full to the shareholders of TCG. The shareholders of
Komplett shall therefore not have any preferential rights to subscribe for the new
shares. The shares shall be deemed to have been subscribed for by the shareholders of
TCG when TCG’s General Meeting has approved the merger plan.
d) The new shares shall give rights to dividends approved after the capital increase has
been registered in the Register of Business Enterprises and in Komplett’s shareholder
register in the Norwegian Central Securities Depository.
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