Torp Computing Group ASA

16 DISTRIBUTION TO SHAREHOLDERS
None of the Parties shall distribute dividends or undertake any other form of distribution to the
shareholders in the period between the approval of the merger plan by the Boards of Directors of
the companies and the Merger’s entry into force from a company law perspective. Subsequent to
this, all shareholders shall be equally entitled to dividends.
17 OTHER LIMITATIONS
Neither of the Parties shall make any decisions that will result in the conditions for the Merger’s
entry into force (cf. Section 6) not being fulfilled without first obtaining the written consent of the
other Party.
18 NO SPECIAL BENEFITS/RIGHTS FOR BOARD MEMBERS ETC
No special benefits or rights shall be granted to Board Members, the Managing Director or
independent experts in connection with the Merger, cf. Article 13-6 (1) no. 6 of the Public
Limited Companies Act.
19 INFORMATION
The Parties shall immediately, and of their own accord, provide each other with information that
may be deemed to constitute inside information or that may be of significant importance to the
share price of the respective companies.
20 TERMINATION AND INDEMNITY
A Party cannot claim compensation or any form of indemnification as a result of the Merger not
being implemented unless this is due to the other Party not having honoured its obligations in
this merger plan.
If the Merger is not implemented because an offer is made for a Party or a significant part of a
Party’s business operations, the Party in question shall, regardless of all other provisions in this
merger plan, pay the other Party compensation of NOK 20 million as full and final compensation
for the Merger not being implemented.
Other than the provisions in the two preceding subsections, neither of the Parties shall have any
claim against the other Party if the Merger is not implemented.
21 DISPUTE RESOLUTION
Disputes associated with the merger plan shall be attempted to be resolved amicably. If the
Parties have not been able to achieve an amicable solution after negotiations have been initiated
by one of the Parties, the dispute shall be settled by arbitration in Oslo in accordance with the
provisions of the Arbitration Act.
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