Torp Computing Group ASA

implemented with the effects described in Section 5.1 above, when the Register of Business
Enterprises has registered the notification of the implementation. The shareholders in TCG shall
be registered in Komplett’s shareholder register in the VPS as soon as possible after the
implementation.
11 INTERIM BALANCE SHEET AND DRAFT OPENING BALANCE SHEET ETC.
The draft opening balance sheet for Komplett as of 30 June 2007 has been included as Appendix
8. The draft is an integrated part of the merger plan. KPMG has submitted a statement that the
balance sheet has been settled in accordance with applicable accounting rules, cf. Appendix 9.
Audited interim balance sheets and declarations from the auditors of Komplett and TCG as of 30
June 2007 have been included as Appendices 6 and 7.
12 CHANGES TO THE MERGER PLAN
The Boards of Directors of the Parties can, jointly and on behalf of the General Meetings, make
minor changes to the merger plan if this is found to be necessary or desirable.
13 IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES AND THE
ORGANISATION
The rights and obligations of the employees will not be affected by the Merger to any significant
extent, cf. Chapter 16 of the Working Environment Act.
The employees have been informed about the negotiations concerning the Merger in accordance
with applicable provisions and legal requirements. The employees shall be informed about the
merger plan immediately after it is approved by the Boards of Directors of Komplett and TCG.
Furthermore, the Parties shall ensure that the employees receive information and are consulted
in connection with the implementation of the Merger.
14 ORGANIZATION OF THE MERGED COMPANY
The merged company shall have a management team consisting of:
- Ole Vinje, CEO
- Gyrid Skalleberg Ingerø, CFO/IR
- Pål Vindegg, COO
- Trond Christensen, director of finance
- Frank Wirum, director of IT and development
- Ingebjørg Tollnes, director or marketing
- Lars Seeberg, managing director TCG
- Anton Hagberg, managing director Komplett Norge
- Ole Sauar, managing director Komplett Sverige/ Danmark
- Vincent Hoogduijn, managing director Komplett Western Europe
15 CONDITIONS FOR EXERCISING SHAREHOLDER RIGHTS IN KOMPLETT
The shareholders in TCG shall be registered in Komplett’s shareholder register as soon as
possible after the Merger’s entry into force from a company law perspective (cf. Section 5.1).
They will have full shareholder rights in Komplett from the registration in the shareholder
register. The condition for registration in Komplett’s shareholder register is that the shareholder
is registered in TCG’s shareholder book/shareholder register or that the shareholder’s acquisition
of the shares has been notified to and approved by TCG or Komplett.
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