Torp Computing Group ASA

8 PROPOSALS FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION
As a result of the capital increase, Section 4 of Komplett’s Articles of Association will be amended
as follows:
”The Company’s share capital is NOK 16 759 518, divided into 16 759 518
shares, each with a nominal value of NOK 1.”
The Articles of Association subsequent to the amendment have been included in Appendix 3.
9 BOARD OF DIRECTORS, MANAGING DIRECTOR AND AUDITOR
At the Extraordinary General Meetings for approval of the Merger, the following joint shareholder
elected Board Members will be elected to the Boards of Directors of Komplett and TCG:
– Bengt Thuresson (Chairman)
- Gunnar Bjønness
- Anne Lise Meyer
- Peter Ruzicka
- Agnes Beate Steen Fosse
The Board Members shall assume their positions immediately after the merger plan is approved
by the General Meetings of both companies, unless applicable competition law rules are a
hindrance. If competition law rules are a hindrance to this, the Board Members shall assume
their positions immediately after the hindrances in question have been removed.
The employee elected Board Members on Komplett’s Board of Directors shall continue in their
positions for the time being.
A person elected by and among the employees of TCG will meet as an observer on the Board of
Directors of the merged company in the period until the next ordinary election of employee
representatives.
Ole Vinje shall, with effect from the Merger’s entry into force, be CEO of the merged company.
KPMG shall continue as auditor for the merged company after the Merger’s entry into force.
10 IMPLEMENTATION OF THE MERGER
The Parties shall notify the merger plan to the Register of Business Enterprises immediately after
it has been entered into by the companies’ Boards of Directors.
Komplett and TCG shall hold Extraordinary General Meetings in order to approve the merger
plan, and hereunder elect new shareholder elected Board Members. The Extraordinary General
Meeting for Komplett shall also address the capital increase and the amendments to the Articles
of Association proposed in the merger plan. The Extraordinary General Meetings in Komplett and
TCG shall be held on 11 October 2007 at 10 am (TCG) and 1 pm (Komplett). Immediately after
approval has been granted at the respective General Meetings, the resolution approving the
Merger shall be notified to the Register of Business Enterprises.
After the end of the deadline set out in Article 13-15 (1) of the Public Limited Companies Act,
and after any objections from creditors have been handled and the conditions for the
implementation of the Merger have been fulfilled, Komplett shall notify the Register of Business
Enterprises about the implementation of the Merger. The Merger is deemed to have been
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