INFORMATION MEMORANDUM. Komplett ASA. Torp Computing Group ASA

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1 INFORMATION MEMORANDUM in connection with the proposed merger of Komplett ASA and Torp Computing Group ASA Exchange ratio: 1 share in Torp Computing Group ASA will give shares in Komplett ASA Advisor to Komplett ASA Advisor to Torp Computing Group ASA 6 September 2007

2 IMPORTANT INFORMATION This Information Memorandum has been prepared in connection with the proposed merger between Komplett ASA ( Komplett ) and Torp Computing Group ASA ( TCG ) (the Merger ), as further described herein. This Information Memorandum does not constitute an offer to sell, or asolicitation of an offer to buy, any of the shares issued by the companies or any other securities. All inquiries relating to this Information Memorandum should be directed to the companies or SEB Enskilda ASA (the Manager ). No other person has been authorized to give any information about, or make any representation on behalf of, the companies in connection with the Merger and, if given or made, such other information or representation must not be relied upon as having been authorized by the companies or the Manager. The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the companies subsequent to the date of this Information Memorandum. Neither the delivery of this Information Memorandum nor the completion of the Merger at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the affairs of the companies since the date hereof or that the information set forth in this Information Memorandum is correct as of any time since its date. The distribution of this Information Memorandum may in certain jurisdictions be restricted by law. Persons in possession of this Information Memorandum are required to inform themselves about, and to observe, any such restrictions. This Information Memorandum has not been approved or recommended by any regulatory authorities in any jurisdictions, including any United States federal or state securities commission or regulatory authority, nor have such entities confirmed its adequacy or accuracy. The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Each reader of this Information Memorandum should consult with its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Information Memorandum you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. This Information Memorandum includes forward-looking statements, including, without limitation, projections and expectations regarding the companies future financial position, business strategy, plans and objectives. When used in this document, the words anticipate, believe, estimate, expect and similar expressions, as they relate to the companies, their subsidiaries or their management, are intended to identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the companies and their subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the companies present and future business strategies and the environment in which the companies and their subsidiaries will operate. Factors that could cause the companies actual results, performance or achievements to materially differ from those in the forward-looking statements include but are not limited to, the competitive nature of the markets in which the companies operate, technological developments, government regulations, changes in economical conditions or political events. These forward-looking statements reflect only the companies views and assessment as of the date of this Information Memorandum. The companies expressly disclaim any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to reflect any change in the companies expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Investing in the shares of Komplett, TCG and/or the Merged Company involves certain risks. See section 2 Risk Factors of this Information Memorandum.

3 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA TABLE OF CONTENTS 1 SUMMARY RISK FACTORS RESPONSIBILITY FOR THE INFORMATION MEMORANDUM THE MERGER OF KOMPLETT AND TCG KOMPLETT FOLLOWING COMPLETION OF THE MERGER INFORMATION ABOUT KOMPLETT INFORMATION ABOUT TCG MARKET OVERVIEW MAJOR SHAREHOLDERS DOCUMENTS ON DISPLAY KEY INFORMATION TAXATION IN NORWAY DEFINITIONS AND GLOSSARY OF TERMS Appendices: Appendix 1: Merger Plan with appendices, including consolidated financial statements for Komplett ASA and Torp Computing Group ASA for 2004, 2005 and 2006 Appendix 2: Reports on the merger from the Board of Directors of Komplett ASA and Torp Computing Group ASA Appendix 3: Expert Statements on the Merger Plan Appendix 4: Report from KPMG on pro forma financials Appendix 5: Financial statements for Komplett ASA for the three and six months ended 30 June 2007 Appendix 6: Summary of Fairness Opinion issued by SEB Enskilda ASA Appendix 7: Summary of Fairness Opinion issued by Norden Fondsmeglerforretning ASA 3

4 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1 SUMMARY This summary includes a brief description of Komplett, TCG and the Merged Company. Investors are advised that (a) it should be read as an introduction to the Information Memorandum; (b) any decision to invest in the shares issued by Komplett, TCG or the Merged Company or on how to assess the proposed Merger should be based on consideration of the Information Memorandum as a whole by the investor; (c) where a claim in relation to the information contained in the Information Memorandum is brought before a court, the plaintiff investor might have to bear the costs of translating the Information Memorandum before the legal proceedings are initiated; and (d) civil liability attaches to those persons who have tabled the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Information Memorandum. 1.1 The Proposed Merger of Komplett and TCG The Boards of Directors of Komplett ASA (Komplett) and Torp Computing Group ASA (TCG) have entered into a Merger Plan dated 6 September 2007, which will be presented to the shareholders of both companies for their approval in an Extraordinary General Meetings to be held on 11 October Komplett will be the surviving entity in the Merger. The Merger will be completed pursuant to the provisions on statutory mergers set out in the Public Limited Companies Act, Chapter 13. Upon completion of the Merger TCG will be liquidated and transfer its assets, rights and obligations in its entirety to Komplett, with the TCG shareholders receiving the merger consideration as described in section below. The Merger Plan must be approved by the general meetings of Komplett and TCG. Such approval requires a qualified majority of two-thirds of the votes cast and share capital represented at the respective general meetings. The Merger is pursuant to the Merger Plan subject to certain conditions including, without limitation, approval from the Norwegian Competition Authority and any other applicable competition authorities as well as the lapse of a two months creditor notice period, cf section for a more detailed description of these and other conditions for implementation of the Merger. It is expected that the Merger be completed by the end of Background for the Merger Komplett and TCG have both successfully developed expertise and technological solutions in the face of a demanding international competitive situation. E-commerce is in continuous development. The Merged Company will be a very strong player that can pursue international opportunities with even greater leverage. The ambition for the Merged Company is to offer European end-users the best selections of products, prices and customer service available especially within computer equipment, consumer electronics and appliances. Improved economies of scale and business and technical development are among the areas in which synergies are expected. The brand names Komplett, MPX, Itegra and Norek will be continued. The recommended merger is motivated by ambitions of growth. Consequently, downsizing due to overlapping functions is expected to be limited, and will be handled through internal realignment and natural attrition. 4

5 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1.3 The Merger and Merger Consideration 100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett. The merger consideration shall thus be settled by the issuance of new shares in Komplett for each share in TCG. 1.4 Selected Financial Information The selected consolidated financial data set forth in this Information Memorandum should be read in conjunction with the relevant consolidated financial statements and the notes to those statements which are attached to the Merger Plan and which may also be inspected at i) Komplett s website or be obtained, free of charge at the offices of Komplett at Østre Kullerød 4, Sandefjord, Norway; or ii) TCG website or be obtained, free of charge, at the offices of TCG, at Østre Kullerød 5, Sandefjord, Norway. The selected consolidated financial data presented in this section was derived from the audited consolidated financial statements as of and for the three years ended December 31, 2006, 2005 and And interims financial data presented for 1H and Q and 2007 are not audited Komplett Below is an extract of the consolidated financial statements of Komplett. For more detailed financial information, please see section Figures in NOK 1,000 Total operating revenues Operating profit Ordinary pretax profit 2004 IFRS (audited) 2005 IFRS (audited) 2006 IFRS (audited) 1H 2006 IFRS (unaudited) 1H 2007 IFRS (unaudited) Q IFRS (unaudited) Q IFRS (unaudited) 1, , , , Net profit Earnings per share Total fixed assets Total current assets TOTAL ASSETS Total equity Total liabilities TOTAL LIABILITIES AND EQUITY

6 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA TCG Below is an extract of the consolidated financial statements of TCG. Figures in NOK million Total operating revenues Operating profit Ordinary pretax profit 2004 NGAAP (audited) 2005 IFRS (audited) 2006 IFRS (audited) 1H 2006 IFRS (unaudited) 1H 2007 IFRS (unaudited) Q IFRS (unaudited) Q IFRS (unaudited) Net profit Earnings per share Total fixed assets Total current assets TOTAL ASSETS Total equity Total liabilities TOTAL LIABILITIES AND EQUITY Selected Preliminary Pro Forma Financial Information The table below shows the unaudited preliminary condensed pro forma income statement for the combined Komplett and TCG as of and for the year ended 31 December 2006 and the six months ended 30 June 2007 and the unaudited preliminary condensed pro forma balance sheet as of 30 June Please refer to section 5.8 for a description of the pro forma adjustments. Figures in NOK million 2006 PF IFRS (audited) 1H 2007 PF IFRS (unaudited) Komplett TCG Adj. Merged company Komplett TCG Adj. Merged company Total operating revenues Operating profit Ordinary pretax profit Net profit Earnings per share (NOK) Total fixed assets Total current assets TOTAL ASSETS Total equity Total liabilities TOTAL LIABILITIES AND EQUITY 6

7 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1.6 Share capital Komplett s registered share capital before the Merger is NOK 13,258, divided into 13,258,400 shares each with a nominal value of NOK 1.00, fully paid. 100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett ( new shares in Komplett for each share in TCG). If the Merger is completed, the share capital of Komplett will hence be increased with NOK 3,501,118 through the issuance of 3,501,118 new shares, each with a nominal value of NOK 1.00, resulting in a share capital in the Merged Company of NOK 16,759,518, consisting of 16,759,518 shares, each with a nominal value of NOK The new shares will be issued upon completion of the Merger, which is expected to take place ultimo December Summary of Risk Factors Please revert to section 2 "Risk Factors" below for relevant risk factors, summarised in the following: Risks related to the Merged Company and the industry in which it operates: Market development Competitive industry Risk of price erosion Managing and funding growth Entry into new markets Technological risk Risks regarding start up of new systems/ technology in operation Limitation of deliveries and vendors production capacity Technical problems or other defects relating to the products being sold and claims arising thereby Dependence on executive management and certain key personnel Dependence on and loss of employees Dependence on third parties Dependence on intellectual property and proprietary rights (IPR) Risks associated with international operations Foreign exchange risk Risks related to the Merger The integration process Reduced influence of shareholders The completion of the Merger Risks related to the Merged Company s shares Future dilution of shareholders Pre-emptive rights may not be available to U.S. holders of the Shares Risk for US investors 7

8 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 1.8 Documents on display Copies of the following documents will, during the life of this Information Memorandum, be available for inspection at any time during normal business hours on any business day, free of charge, at the registered office of the respective companies up until the completion of the Merger and at the registered office of the Merged Company as from the completion of the Merger (see section 5.5, 6.2 and 7.6): The Merger Plan dated 6 September 2007, including appendices The annual consolidated financial statements of Komplett for the years Komplett s Articles of Association and the Merged Company s proposed Articles of Association All other reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at Komplett s or TCG s request, any part of which is included or referred to in this Information Memorandum. Komplett s Policies are available on the company s web-page Komplett s Memorandum of Association 8

9 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 2 RISK FACTORS General Investing in Komplett, TCG and the Merged Company involves inherent risks. Prospective investors should consider, among other things, the risk factors set out herein in the Information Memorandum before making an investment decision. The risks described below are not an exhaustive list of risks facing Komplett, TCG and/or the Merged Company. Additional risks may also have a material adverse effect on Komplett s, TCG s and/or the Merged Company s business, financial position and/or operating results. A prospective investor and shareholder in either of the companies should carefully consider the factors set forth below, and elsewhere in this Information Memorandum, and should consult his or her own expert advisors as to the suitability of an investment in the shares of Komplett, TCG and/or the Merged Company and/or its assessment of the proposed Merger. In the risk factors described below reference is generally made to the Merged Company. However, the risk factors will apply to Komplett and TCG respectively as long as the two companies remain independent companies, i.e. up until the Merger is completed or if the Merger for any reason is not completed. Risks may in many cases effect revenue, efficiency, cost level of purchasing or operation, profit of the company and/or the share price. All forward-looking statements included in this document are based on information available to, and considered relevant by, Komplett and TCG on the date hereof, and Komplett and TCG assume no obligation to update any such forward-looking statements unless required by applicable law or regulation. Investors are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may thus differ materially from those included in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described below and elsewhere in this Information Memorandum. 2.2 Certain risks related to the Merged Company and the industry in which it operates General The Merged Company may in the future not be able to attract a sufficient number of paying customers to generate adequate revenues to cover its operating expenses and/or service its debts. Inability to attract a sufficient number of customers may have a material adverse effect on the Merged Company s business, operating results and financial condition. The Merged Company may also be affected by the general state of the economy and business conditions, including, but not limited to, the occurrence of recession and inflation, unstable or adverse credit markets, fluctuations in operating expenses, technical problems, work stoppages or other labour difficulties, property or casualty losses which are not adequately covered by insurance, and changes in governmental regulations, such as increased taxation or introduction of regulations decreasing the number of customers or increasing operating costs and capital expenditure Market development The future success of the Merged Company s business will depend on the continued growth in the market in which the Merged Company will operate. There can be no assurance that the current growth in the market will continue, and discontinued or reduced growth may have a material adverse effect on the Merged Company s business, operating results and financial condition. 9

10 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Competitive industry The market in which the Merged Company will operate is highly competitive, and the Merged Company may in the future also be exposed to increased competition from current market players or new entrants to the market. Certain existing and potential new customers may also view the merger of Komplett and TCG negatively and therefore reduce or stop buying from Komplett, TCG or the Merged Company. The failure of the Merged Company to maintain its competitiveness, and respond to increased competition, may have a material adverse effect on the Merged Company s business, operating results and financial condition Risk of price erosion The majority of the Merged Company s revenues will be derived from sales of computers, computer components, consumer electronics and other products. Most of these products tend to be exposed to price erosion and hence the Merged Company may experience declining profits and revenue despite significant growth in units sold. Neither Komplett, TCG nor the Merged Company can guarantee that it will be able to grow the number of units sold sufficient to secure growth in revenues and profit Managing and funding growth The Merged Company s future growth and performance will partly depend on its ability to manage growth effectively. This include among others number of employees, technical solutions including computer systems and software, warehouse organisation and systems, handling by the company or partners, how the company is organised, locations etc. Such risks include the risk and inefficiency during changing/reorganising the daily operations like moving to new locations, reorganising the warehouse, updating software or systems capable to handling larger number of customers, orders, products, hiring and training new employees, etc. In addition certain acquisitions of other companies may result in accelerated growth and demanding integration processes. For the time being a new location for the TCG warehouse is being built and Komplett is installing a new automated inventory handling system. Komplett acquired the Swedish company inwarehouse in May 2007, and are now in the integration process. Growth may create a need for additional financial funding. The general financial market conditions, stock exchange climate, interest level etc., the investors interest in Komplett, TCG or the Merged Company, the existing share price of the company and other reasons may create a risk for not being capable to raise necessary funding for future growth and/or investments to increase efficiency. The Merged Company s failure to successfully grow its operations, and/or to handle such growth, could have a material adverse affect on the Company s business, operating results and financial condition Entry into new markets The Merged Company may in the future enter into new markets, both geographically and in terms of new products and new customer groups. New market entries are associated with similar risks as those related to managing growth, and will require investments and significant resources, including management time. In the short term, new market entries may generate negative results. Unsuccessful entry into new markets could have a material adverse affect on the Merged Company s business, operating results and financial condition. 10

11 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Technological risk A significant part of the Merged Company s operations is generated from orders made through web sites and automatically processed by computer systems. Technical problems with computer systems, automated storage systems and procurement systems may have a material adverse effect on the Merged Company s business, operating results and financial condition Risks regarding start up of new systems/ technology in operation Komplett, TCG or the Merged Company may from time to time invest in new systems and technology or upgrade existing systems to increase handling capacity, efficiency or for other reasons. Based on experience from the years of operation such upgrades or changes may effect the efficiency, cost level, revenue and profit of the operation for a certain period both prior and during installation of such systems, and for a period after such installation. Employees must also be trained to handle the new systems. New systems must be carefully exposed to full load and during such increase of the capacity certain problems may be detected. This includes uncertainty of how long such a period of installation may be before the new or upgraded systems run smoothly. This may involve employees to handle both existing and new systems in parallel for a certain period Limitation of deliveries and vendors production capacity The products sold and delivered are manufactured by other companies in different countries around the world. In periods the manufacturing capacity may not be in balance with the market demand for certain products or the vendor may have manufacturing problems. This may result in increased prices or lack of deliveries. Some brands have a strong market position and especially reduced or failed deliveries of such popular products will affect the revenue and profit Technical problems or other defects relating to the products being sold and claims arising thereby. Komplett, TCG and the Merged Company are selling a large variety of product mostly operated by electricity. The products are manufactured by hundreds of different vendors in different countries. Komplett, TCG and the Merged Company have through the purchasing agreements with the vendors in different ways and level tried to arrange replacement or repair of defect products. The sales regulations published to the customers on the web-pages, inform the customers of their rights and procedure regarding technical problems with the products sold and related claims. There may be situations where the customers and Komplett, TCG or the Merged Company and the vendors, may not agree upon the reasons for the defect or claim, and that the situation may result in a costly and time consuming process or in other ways may affect the business. For several products Komplett, TCG and the Merged Company are obliged by law or regulations to give their customers better warranties and/or for a longer period than the vendors are willing to give Komplett, TCG or the Merged Company Dependence on executive management and certain key personnel The Merged Company s future success will be dependent upon the continued services of the executive management and other key personnel. Loss of one or more of the members of the executive management and/or capability to attract and recruit new managers or key employees could have a material adverse effect on the Company s business, operating results and financial condition Dependence on and loss of employees The successful development and performance of the Merged Company s business will also depend on the Merged Company s ability to attract and retain skilled professionals with appropriate 11

12 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA experience and expertise, other than the executive management and key employees mentioned above. There can be no assurance that the Merged Company will have access to sufficient skilled personnel, especially considering the current labour market with high demand for skilled personnel Dependence on third parties The Merged Company will depend on third parties such as suppliers, partners etc. There can be no assurance that the Merged Company s suppliers and other partners will not experience problems in the future (within or outside their control) which may adversely affect the Merged Company s business, operating results and financial condition Dependence on intellectual property and proprietary rights(ipr) Komplett, TCG and the Merged Company s sales and operations are based on several systems including software developed and sold to Komplett, TCG or the Merged Company by other companies. Such companies lack of IPR for the products they have sold or will sell in the future to Komplett, TCG or the Merged Company may result in legal conflicts. This may also be the case if vendors of certain products sold by Komplett, TCG or the Merged Company are in IPR conflicts with other vendors Risks associated with international operations The Merged Company s operations in international markets will be subject to risks inherent in international business operations, including, but not limited to, general economic conditions in each foreign country in which the Merged Company will operate, overlapping differing tax structures, problems related to management of an organisation spread over various countries, unexpected changes in regulatory requirements, compliance with a variety of foreign laws and regulations, and longer accounts receivable payment cycles in certain countries. Materialisation of such risks may have a material adverse effect on the Merged Company s business, operating results and financial condition Foreign exchange risk The Merged Company s results of operations will be subject to currency translation risk. The results of operations are reported in the relevant functional currency and then translated into NOK for inclusion in the Merged Company s financial statements. Exchanges rates between the relevant foreign currencies and the NOK have in the recent years fluctuated significantly and may do so also in the future. Sweden will be an important market for the Merged Company and, accordingly significant fluctuations in the exchange rates between the SEK and the NOK could significantly affect the Merged Company s reported results. The Merged Company is also expected to generate significant revenues in EUR and GBP and is also significantly exposed to USD and EUR through its cost of goods sold. Significant fluctuations in exchange rates between these currencies and the NOK may thus significantly affect the reported results. 2.3 Risks related to the Merger The integration process The Merger will involve the integration of two businesses which currently operate independently. Such an integration process is challenging and involves risks. There can be no assurance that the integration will be successful. Any delays and unexpected costs incurred in the integration process or failure to achieve the advantages contemplated by the combination of the two companies may have a material adverse effect on the Merged Company s financial condition and operating result. 12

13 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Reduced influence of shareholders A successful merger will result in an increased number of shares and by such reduced percentage ownership and influence of the existing shareholders in both TCG and Komplett The completion of the Merger The completion of the Merger is subject to certain conditions, including, but not limited to, approval of the Merger by the Extraordinary General Meetings of Komplett and TCG and necessary approval and/or clearances by the Norwegian Competition Authority, cf. section There can be no assurance that such conditions will be satisfied and, if they are not, the Merger may not be completed. If the Merger is not completed and both companies will continue to operate separately, the failed Merger process will have resulted in costs, time consumption and decisions that may not have occurred if the process never was started. In such a situation the continued operation of Komplett and TCG as separate entities in several ways will recognize a set back compared to if the Merger process never was started. The share price may also be affected if the Merger fail compared to a continued separate operation of the two companies. Also the announcement of the intention to merge and the following process and flow of information, may have affected the share price. 2.4 Risks related to the Merged Company s shares Future dilution of shareholders The Merged Company may require additional capital in the future to finance its business activities and growth plans. The issuance of shares in order to raise such additional capital, or as means of honouring options or warrants, may have a dilutive effect on the ownership interests of the shareholders of the Merged Company at that time Pre-emptive rights may not be available to U.S. holders of the Shares Under Norwegian law, prior to the issuance of any new shares for consideration in cash, the Merged Company must offer holders of the then-outstanding shares pre-emptive rights to subscribe and pay for a sufficient number of shares to maintain their existing ownership percentages, unless these rights are waived at a general meeting of the shareholders. These preemptive rights are generally transferable during the subscription period for the related offering and may be quoted on Oslo Børs. U.S. holders of the Merged Company s shares may not be able to receive, trade or exercise preemptive rights for new shares unless a registration statement under the U.S. Securities Act is effective with respect to such rights or an exemption from the registration requirements of the U.S. Securities Act is available. If U.S. holders of the shares are not able to receive, trade or exercise pre-emptive rights granted in respect of their shares in any rights offering by the Merged Company, they may not receive the economic benefit of such rights. In addition, their proportional ownership interests in the Merged Company will be diluted It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Merged Company or the Merged Company s directors and executive officers The Merged Company will be organised under the laws of Norway. It may be difficult for investors in the U.S. to effect service of process within the U.S. upon the Merged Company or the Merged Company s directors and executive officers and to enforce against the Merged Company or its 13

14 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA directors and executive officers judgments obtained in U.S. courts predicated on the civil liability provisions of U.S. federal securities laws Holders of the Merged Company s shares that are registered in a nominee account may not be able to exercise voting rights as readily as other shareholders Beneficial owners of the Merged Company s shares that are registered in a nominee account (e.g. through brokers, dealers or other third parties) may not be able to vote such shares unless their ownership is re-registered in their names with the Norwegian Centralized Securities Register (VPS) prior to the Merged Company s general meetings. There can be no assurance that beneficial owners of the Merged Company s shares will receive the notice of a general meeting in time to instruct their nominees to either effect a re-registration of their shares or otherwise vote their shares in the manner desired by such beneficial owners. 14

15 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 3 RESPONSIBILITY FOR THE INFORMATION MEMORANDUM The Board of Directors of Komplett ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Information Memorandum is, to the best of our knowledge, in accordance with the facts and contains no omissions likely to affect its import. 6 September 2007 The Board of Directors of Komplett ASA Bengt Thuresson (Chairman) Ingvild Huseby Anne Lise Meyer Peter A. Ruzicka Odd Johnny Winge Elin Ertsås (Employee representative) Arnt Ree (Employee representative) The Board of Directors of Torp Computing Group ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Information Memorandum is, to the best of our knowledge, in accordance with the facts and contains no omissions likely to affect its import. 6 September 2007 The Board of Directors of Torp Computing Group ASA Gunnar Bjønness, Chairman Vivi-Ann Hilde Svein Vier Simensen Severin Skaugen Agnes Beathe Steen Fosse Bjørn Erik Tholfsen 15

16 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 4 THE MERGER OF KOMPLETT AND TCG 4.1 The Proposed Merger of Komplett and TCG The Boards of Directors of Komplett and TCG have entered into a Merger Plan dated 6 September 2007, which will be presented to the shareholders of both companies for their approval in Extraordinary General Meetings to be held on 11 October Komplett will be the surviving entity in the Merger. The Merger will be completed pursuant to the provisions on statutory mergers set out in the Public Limited Companies Act, Chapter 13. Upon completion of the Merger TCG will be liquidated and transfer its assets, rights and obligations in its entirety to Komplett, with the TCG shareholders receiving the merger consideration as described in section below. The Merger Plan must be approved by the general meetings of Komplett and TCG. Such approval requires a qualified majority of two-thirds of the votes cast and share capital represented at the respective general meetings. The Merger is pursuant to the Merger Plan subject to certain conditions including, without limitation, approval from the Norwegian Competition Authority and any other applicable competition authorities as well as the lapse of a two months creditor notice period, cf section for a more detailed description of these and other conditions for implementation of the Merger. It is expected that the Merger be completed by the end of The Merger Plan with appendices is attached as Appendix 1 hereto. The reports on the Merger from the Boards of Directors of Komplett and TCG are attached as Appendix 2 hereto and the expert statements on the Merger Plan are attached as Appendix 3 hereto. 4.2 Background for the Merger Komplett and TCG have both successfully developed expertise and technological solutions in the face of a demanding international competitive situation. E-commerce is in continuous development. The merged company will be a very strong player that can pursue international opportunities with even greater leverage. The company's ambition is to offer European end-users the best selections of products, prices and customer service available with a view to computer equipment, consumer electronics and appliances. Improved economies of scale and mutual development are among the areas in which synergies are expected. The brand names Komplett, MPX, Itegra and Norek will be continued. The recommended merger is motivated by ambitions of growth. Consequently, downsizing due to overlapping functions is expected to be limited, and will be handled through internal realignment and natural attrition. 4.3 About Komplett Komplett is one of the leading European companies in Internet shopping, and the operations include the Internet shops Komplett.no, Komplett.se, Komplett.co.uk, Komplett.ie, Komplett.nl, Komplett.be, Komplett.de, Komplett.at, Komplett.dk, Komplett.fr, Norek.no, Af.komplett.se and inwarehouse.se. Komplett offers computer components, PCs, home electronics, white goods and related equipment to end-users and dealers. The revenue in 2006 was NOK million. Komplett has more than registered customers in total in Norway, Sweden, UK, Ireland, the Netherlands, Belgium, Germany, Austria, Denmark and France. For a more detailed description of Komplett, please see section 5. 16

17 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 4.4 About TCG TCG is an investment company with focus on companies related to distribution and sale of products and services over the internet. The group consists of the fully owned companies Itegra AS, MPX.no AS, XD.no AS, Torp Distribusjon AS and TCG Kapital AS. Itegra AS is a distributor within data and consumer electronics. The company sells primarily to dealers. MPX.no AS and XD.no AS are both internet shops. Both companies offer products within data, consumer electronics and home/leisure to consumers, businesses and public services. XD.no has an aggressive price profile. Torp Distribusjon AS is a distribution company and carries out all physical handling (distribution) of goods. TCG Kapital AS is a debt collection company. The company handles the TCG group s debt collection and also servicing third party customers. In addition, TCG owns 100 percent of Micro Parts Express Sweden AB. This company has no employees and only limited operations. TCG and its subsidiaries have their head office in Sandefjord, Norway. In addition, Itegra and MPX.no have sales offices at Billingstad, close to Oslo. For a more detailed description of TCG, please see section The Merger Merger Consideration 100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett. The merger consideration shall thus be settled by the issuance of new shares in Komplett for each share in TCG and it is proposed in the Merger Plan that the Extraordinary General Meeting of Komplett to be held on 11 October 2007 passes the following resolution to increase the share capital: a) Komplett s share capital is increased by NOK , from NOK to NOK , through the issue of shares, each with a nominal value of NOK 1. b) As consideration for the shares Komplett shall take over TCG s assets, valued at NOK as per 17 June 2007, rights and obligations 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 are deemed to have been subscribed for by the shareholders of TCG when the company 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 VPS. The proposed exchange ratio was determined after negotiations between the two companies, which were focused on inter alia the estimated relative values of the two companies. The exchange ratio was in connection with the integration agreement entered into between the two parties on 17 June 2007 established based upon a total evaluation of the companies' current trading valuation on Oslo Børs (Komplett) and the OTC list (TCG) in a period prior to 17 June 2007, historical earnings and book value of equity, projected earnings and future earnings potential and the values of expected revenue and cost synergies which the Merger is expected to provide the basis for. The shareholders in TCG will on the completion date receive new shares in Komplett for each share that the shareholders own in TCG as merger consideration. Fractions of shares will not 17

18 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA be issued. Such fractions will be aggregated and sold, and the net proceeds of a sale of the fractional shares will be distributed to the relevant holders in proportion to their fractional rights. Consideration shares will not be issued for Komplett s or its subsidiaries shares in TCG (if any) nor for TCG s own shares (if any). As at the date of this Information Memorandum, neither Komplett and its subsidiaries nor TCG own any shares in TCG and TCG owns no shares in Komplett. The new shares will be deemed to be subscribed for when the general meeting of TCG approves the Merger Plan, cf. Section 13-3, third paragraph, of the Public Limited Liability Companies Act and will be issued as of the completion of the Merger. Consideration for the new shares issued by Komplett will take the form of the completion of the Merger, cf. Section of the Public Limited Liability Companies Act. At the time shares in TCG are exchanged for shares in Komplett, the shareholders will be registered in the share register of Komplett and the shareholders in TCG will accordingly acquire full shareholder rights in Komplett from said point in time. Registration as a shareholder in the Komplett share register is conditional on the TCG shareholder being registered in the TCG share register on the day that the Merger is completed (or that notification of the TCG shareholder s acquisition of shares in TCG has been given to TCG or Komplett prior to or on the day that the Merger is completed). The new shares shall be allotted in full to shareholders in TCG. Shareholders in Komplett will therefore not have any preferential rights to subscribe for the shares. The new shares give the rights to any dividends resolved after the registration of the new shares in the shareholder register of Komplett in VPS. See section 5.7 for a description of the rights which will be attached to the shares in the Merged Company. Komplett is listed on Oslo Børs and TCG is registered on the Norwegian OTC-list. The last 30 days average TCG share price prior to the announcement of the proposed Merger was NOK 39.8 per share. The last 30 days average Komplett share price prior to the announcement of the proposed Merger was NOK per share. After the announcement the Komplett share price has increased, and based on the last 30 days average Komplett share price of NOK 149.2, the exchange ratio implies a value of the TCG share of NOK 50.2 per share Conditions for completion of the Merger Implementation of the Merger is subject to the satisfaction of the following conditions: a) Oslo Børs having confirmed that the listing of the shares in Komplett on Oslo Børs will be continued after the completion 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) All necessary approvals and/or clearances from the Norwegian Competition Authority and any other relevant competition authorities having been obtained without any conditions or on conditions which will not have a material adverse effect for the Merged Company. d) The parties have not 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 of the Merger Plan have taken up their duties, other than in 18

19 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA accordance with the Merger Plan or with the other party s prior written 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 warehouse 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 of the Merger Plan have taken up their duties. f) The deadline for objections from creditors pursuant to the Public Limited Companies Act Section 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. Neither of the Parties may claim any compensation or other sort of indemnification in the event that the Merger is not completed, unless this is caused by the other Party s violation of its obligations according to the Merger Plan. In the event that the Merger is not completed because an offer to acquire one of the parties or a significant part of its business is put forward, said party shall irrespective of the other provisions of the Merger Plan pay the other Party an amount of NOK 20 million as full and final compensation for the failure to complete the Merger. Except for the above mentioned provisions, neither of the Parties may claim any sort of compensation from the other party if the Merger is not carried through. The Board of Directors of Komplett and TCG will on behalf of the companies decide if the above conditions are satisfied at the relevant point in time. If the conditions have not been satisfied by 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 will not be completed Special rights or benefits No agreements to the benefit of the members of the Board of Directors or management of the Merged Company, Komplett or TCG have been entered into, and no special rights or benefits shall accrue to the members of the Boards of Directors or management of the Merged Company, Komplett or TCG, in connection with the Merger, cf. section 13-6, first paragraph no. 6 of the Public Limited Companies Act. 19

20 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 5 KOMPLETT FOLLOWING COMPLETION OF THE MERGER This section provides information of the Merged Company and does not discuss the detailed business operations. Such information is set out in the presentation of Komplett in section 6 and TCG in section Vision and Strategy Komplett s vision is to be a leading European Internet company TCGs vision is to be first choice for Internet shopping in Norway The strategy of the Merged Company will be based on the current strategies of Komplett and TCG. The business plans of Komplett and TCG will be reviewed in the period up to the completion of the Merger. The current Boards of Directors of Komplett and TCG are of the opinion that the current dividend policies of Komplett should be continued in the Merged Company. Other financial targets will be set by the Board of Directors of the Merged Company after the completion of the Merger. The current Boards of Directors of the two companies are also of the opinion that the current shareholder and corporate governance policies of Komplett should be continued in the Merged Company. The Merger is not expected to change the listing of the Komplett share on Oslo Børs. It is a condition for the completion of the Merger that Oslo Børs confirms that the listing of the Komplett share will be continued after the completion of the Merger. 5.2 Business overview The planned functional organisation of the Merged Company is presented in the chart below: Organization Chart Title CEO IR TCG Norway Komplett Norway Communications Logistics IT/Development Financial Sweden/Denmark Western Europe 5.3 Legal structure Komplett ASA Komplett AS Norway Komplett BV The Netherl. KDF Sweden IWH AB Sweden Itegra AS Norway MPX.no AS Norway TCG Kapital AS Norway Micro Parts Expr Sweden AB Sweden Torp Distr. AS Norway Malex Data AB Sweden XD.no AS Norway Apparat Inv. AB Sweden 20

21 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 5.4 Organisation Board of Directors It is proposed that the new Board of Directors of the Merged Company shall consist of: Bengt Thuresson (Chairman of the board) Gunnar Bjønness Anne Lise Meyer Peter Ruzicka Agnes Beate Steen Fosse Elin Ertsås (Employee representative) Arnt Ree (Employee representative) In addition, one representative will also be elected by and from the employees of TCG and attend board meetings as an observer in the merged company. This observer will be elected for a period until the next ordinary election of employee representatives. Description of new board members Gunnar Bjønness, director, Mr. Bjønness holds a MBA degree from University of California, Berkley and a BS in Mechanical Engineering and Metalurgical Engineering from University of Michigan, Ann Arbor. He was a cofounder of Itegra AS in 1999 and is currently chairman in TCG. In addition, he is a board member of CableCom AS, Multicase Norge AS and Sandefjord Fotball AS. His business address is Tangenodden 7, 3234 Sandefjord, Norway. Agnes Beate Steen Fosse, director, Ms. Steen Fosse holds an MSc degree in marketing from Norges Markedshøyskole and is currently employed as Managing Director by Pronorm AS which is the sales company for the standardisation in Norway. Prior to this she founded her own company Norsk Kompetansesenter AS (NOKS AS) and she was Manager Director in eforum.no and in Nsafe.no. Her business address is Strandveien 18, Lysaker, Norway. For a short presentation of the other members of the Board of Directors, please refer to section 6.11 description of the Board of Directors in Komplett Board practices and independence of the Board of Directors The Merged Company will comply with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board on 28 November All of the members of the board of directors of the Merged Company will be independent from the Merged Company s executive management and important business relations. The board will also satisfy the requirement of the Norwegian Code of Practice for Corporate Governance that at least two directors shall be independent from major shareholders as only Peter Ruzicka will be representing a shareholder (Canica) holding more than 10% of the Merged Company. The four other Board Members are independent in this respect as their share holdings will be less than 10%. The presentation of each Board Member includes the shareholding. 21

22 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Nomination Committee It is proposed that the current Nomination Committee of Komplett will continue as the Nomination Committee for the Merged Company. The Komplett Nomination Committee consists of: Bjørn Myhre; Partner in Personal Utvelgelse AS, a recruiting firm Nils Selte; CFO, Canica AS Bengt Thuresson; Chairman, Komplett Management It is proposed that 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 of marketing Lars Seeberg, manager TCG Anton Hagberg, manager Komplett Norway Ole Sauar, country manager Komplett Sweden/Denmark Vincent Hoogduijn, country manager Komplett Western Europe Description of new members of the management team in Komplett after the Merger Ole Vinje, CEO Ole Vinje (48) has since 2000 been CEO of Torp Computing Group. Vinje has a degree from Handelsakademiet in Oslo. He has 24 years of experience from the IT-industry and has had a number of leading positions. His previous work experience is from IBM, Lantec, Ark/Getronics and Itegra. Frank Wirum, Director of IT and development Mr. Wirum (44) holds an engineer degree from Göteborgs Tekniska Institut. He was a co-founder of Itegra AS in 1999 and has held several executive positions in Itegra/TCG since Prior to this he worked for Cisco Systems. Ingebjørg Tollnes, Director of marketing Ms. Tollnes (42) holds a degree of travel administration from Norsk Hotellhøyskole and has been director of marketing in TCG/Itegra since Prior to this she was director of marketing in Color Line (Scandi Line AS) for ten years. 22

23 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Lars Seeberg, Manager TCG Mr. Seeberg (41) holds a degree from Norges Høyskole for Informasjonsteknologi. He was a cofounder of Itegra AS in 1999 and has been head of sales/ manager in Itegra AS since Prior to this he held was head of sales in Ingram Micro and Micro Software for five years. Anton Hagberg, Manager Komplett Norway Mr. Hagberg (40) holds a Bachelor degree in Logistic from Norwegian School of Management. He has had various positions in TCG/Itegra since 2000 and is currently head of logistics in TCG. He has previously worked for CHS AS, Helly Hansen AS and Micro Software AS. All the employees described above currently have their business address at TCG s office in Østre Kullerød 5, 3241 Sandefjord, Norway. For a short presentation of the other members of the management team, please refer to the description of the management in Komplett in section Address and auditor The Merged Company will have its registered address at Østre Kullerød 4, P.O.Box 2094, NO-3202 Sandefjord, Norway. KPMG shall be the Merged Company s auditor. See section below for KPMG s address and information on membership in professional body. 5.6 The integration process The planning of the integration process will by managed by the management teams of the two companies. An integration committee has been established for this purpose with participation from the chairmen of the Board of Directors in the two companies. The committee shall be a forum for discussions on issues concerning the planning of the integration, make an efficient link to the Boards of Directors and ensure the involvement of the employees. The committee has had several meetings since the merger proposal was published. 5.7 Share capital and shareholder matters Shares and share capital Komplett s registered share capital before the Merger is NOK 13,258, divided into 13,258,400 shares each with a nominal value of NOK 1.00, fully paid. As mentioned in section above, 100% of the consideration to the shareholders in TCG shall be settled with new shares in Komplett ( new shares in Komplett for each share in TCG). If the Merger is completed, the share capital of Komplett will hence be increased with NOK 3,501,118 through the issuance of 3,501,118 new shares, each with a nominal value of NOK 1.00, resulting in a share capital in the Merged Company of NOK 16,759,518, consisting of 16,759,518 shares, each with a nominal value of NOK The new shares will be issued upon completion of the Merger, which is expected to take place ultimo December All the new shares will rank equally in all regards with the existing shares of Komplett from the time they are validly issued and registered in Komplett s shareholder register in the VPS. The new shares will give the holders right to dividends declared after the shares have been registered in Komplett s shareholder register in the VPS. As regards other rights attached to the shares, please 23

24 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA refer to sections et seq. below, where the rights attached to the shares in the Merged Company are described. It is a condition for the completion of the Merger that Oslo Børs have confirmed that the listing of the shares in Komplett on Oslo Børs will be continued after the completion of the Merger, cf. section above. The new shares will hence be listed on Oslo Børs upon their issuance in connection with the completion of the Merger. The existing shares in Komplett are, and the new shares will be, issued in accordance with the Public Limited Companies Act. All shares are/will be registered in electronic form in the VPS on ISIN NO There are no outstanding options, other rights to acquire shares or other share structured incentive agreements for management or employees in Komplett and TCG Authorisation to the Board of Directors to issue shares and acquire own shares At the Annual General Meeting on 27 March 2007 (the AGM ), the Board of Directors of Komplett was granted two authorisations to issue new shares, one against consideration in cash and one to be used in connection with acquisition of stakes in other enterprises, business combinations etc. against consideration in shares. The first authorisation was fully utilised in connection with the private placement conducted in May 2007, shortly after the acquisition of inwarehouse AB (publ.). According to the second authorisation which is still in force, the Board of Directors of Komplett ASA was by the Annual General Meeting 27 March 2007, authorised to increase the company's share capital by up to NOK by issuing up to shares with a nominal value NOK 1 each, with the right to waive the preferential rights of shareholders to subscribe for new shares pursuant to 10-4 of the Norwegian Public Limited Companies Act and to comprise considerations other than cash. The authorisation shall also cover business combinations. The authorisation can be used in connection with the acquisition of stakes in other enterprises, i.e. business combinations, the acquisition of shares and in other ways where settlement takes place in the form of shares in Komplett ASA. To the extent that the authorisation is used, the Board is authorised to amend 4 of the Articles of Association correspondingly. The authorisation shall apply until 30 June 2008, but a motion to renew the Board authorisation will be discussed at next year's AGM. The AGM also granted the following authorisation to the Board to acquire own shares: 1. The authorisation shall apply to the purchase of up to of the company's shares, each with a nominal value of NOK 1.00, for a total nominal value of up to NOK The Board of Directors shall stipulate the mode of acquisition, and the acquisition of shares can only take place between a minimum price of NOK 1.00 and a maximum price of NOK 200 per share. 3. The Board of Directors can dispose of acquired shares at a price close to market price. 4. The authorisation shall apply from 27 March 2007 to 30 June 2008, but a motion to renew the Board authorisation will become discussed by next year's ordinary AGM. The two above mentioned authorisations to the Board still in force will continue to apply following the Merger Convertible securities/warrants/options, etc. There will be no outstanding convertible securities, warrants, options or other rights to acquire new shares in the Merged Company as at the date of the completion of the Merger. 24

25 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Share rights The Merged Company will have one class of shares, and all shares will give equal rights in every respect, including dividend rights. Each share will be entitled to one vote at a general meeting of the shareholders of the Merged Company, and no shareholders will enjoy different voting rights. The shares will be freely transferable General meetings Under Norwegian law, the shareholders of a company exercise supreme authority in the company through the general meeting. A shareholder may attend the general meeting either in person or by proxy. In accordance with Norwegian law, the Annual General Meeting of the Merged Company s shareholders will be required to be held each year on or prior to June 30. The following business must be transacted and decided at the Annual General Meeting: approval of the annual accounts and annual report, including the distribution of any dividend; and any other business to be transacted at the general meeting by law or in accordance with the company s Articles of Association. The Public Limited Companies Act requires that written notice of general meetings be sent to all shareholders whose addresses are known at least two weeks prior to the date of the meeting, unless a company s articles of association stipulate a longer period. The proposed Articles of Association of the Merged Company do not include any provision deviating from the Public Limited Companies Act in this respect. The Board of Directors of the Merged Company shall convene an Extraordinary General Meeting to consider a specific matter if the auditors or shareholders representing a total of at least 5% of the share capital so demand Dividends a) Procedure for declaration of dividends Dividends in respect of a fiscal year, if any, will normally be declared at the Merged Company s Annual General Meeting the following year. Under Norwegian law, dividends may only be paid in respect of a fiscal year for which audited financial statements have been approved by the Annual General Meeting of shareholders, and any proposal to pay a dividend must be recommended by the company s Board of Directors and approved by its shareholders at a general meeting. The shareholders may vote to reduce, but may not adopt a resolution to increase, the dividend proposed by the company s Board of Directors. Dividends declared and approved in this manner accrue to those shareholders who are shareholders at the time the resolution is adopted, unless otherwise stated in the resolution. b) Legal constraints on the distribution of dividends Dividends may be paid in cash or in some instances in kind. The Public Limited Companies Act provides several constraints on the distribution of dividends: Dividends are payable only out of distributable reserves. Section 8-1 of the Public Limited Companies Act provides that distributable reserves consist of the profit for the prior fiscal year (as reflected in the income statement approved by the Annual General Meeting of 25

26 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA shareholders) and the retained profit from previous years (adjusted for any reclassification of equity), less (i) uncovered losses, (ii) the book value of research and development, goodwill and net deferred tax assets (as recorded in the balance sheet, as of the most recent fiscal year end, approved by the Annual General Meeting of shareholders), (iii) the total nominal value of treasury shares which the company has acquired for ownership or as security in previous fiscal years, as well as credit and security which, pursuant to Sections 8-7 to 8-9 of the Public Limited Companies Act, fall within the limits of distributable equity, and (iv) that part of the profit for the prior fiscal year which, by law or pursuant to the company s Articles of Association, must be allocated to the undistributable reserve or cannot be distributed as a dividend. Dividends cannot be distributed if the company s equity at the end of the last financial year amounts to less than 10% of the total assets, unless a two-month creditor notice period provided for under the Public Limited Companies Act Sections 12-4 and 12-6 is invoked. Dividends can only be distributed to the extent compatible with good and careful business practice, with due regard to any losses which the Company may have incurred since the balance sheet date (i.e. the prior fiscal year end) or which the Company may expect to incur. The amount of dividends the Company can distribute is calculated on the basis of the parent Company s annual financial statements. According to the Public Limited Companies Act, there is no time limit after which entitlement to dividends lapses. Further, there are no dividend restrictions or specific procedures for non- Norwegian resident shareholders in the Act. For a description of withholding tax on dividends that is applicable to non-norwegian residents, see section Amendments to the company s Articles of Association, including variation of rights The affirmative vote of two-thirds of the votes cast at a general meeting as well as at least twothirds of the share capital represented at the meeting will be required to amend the Merged Company s Articles of Association. Decisions that (i) would reduce any shareholder's right in respect of dividend payments or other rights to the assets of the company, or (ii) restrict the transferability of the shares, require a majority vote of at least 90% of the share capital represented at the general meeting in question as well as the majority required for amendments to the company s Articles of Association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby as well as the majority required for amendments to the Company's Articles of Association Additional issuances and preferential rights If the Merged Company issues any new shares, including bonus share issues (i.e. the issuance of new shares by a transfer from the company s share premium reserve or distributable equity to the share capital), the company s Articles of Association must be amended and a two-thirds majority of the votes cast at a general meeting of shareholders is hence required. In connection with an increase in the Merged Company s share capital by a subscription for shares against cash contributions, Norwegian law provides the company s shareholders with a preferential right to subscribe for the new shares on a pro rata basis in accordance with their then current shareholdings in the company. The preferential rights to subscribe to an issue may be waived by a resolution in a general meeting passed by a two-thirds majority of the votes cast and share capital represented at a general 26

27 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA meeting of shareholders (i.e. the same majority as required to approve amendments to the company s Articles of Association). The general meeting may, with a vote as described above, authorise the Board of Directors to issue new shares. Such authorisation may be effective for a maximum of two years, and the par value of the shares to be issued may not exceed 50% of the nominal share capital as at the time the authorisation was granted. The preferential right to subscribe for shares against consideration in cash may be set aside by the Board of Directors only if the authorisation includes such possibility for the Board of Directors. As mentioned in Section above, Komplett s Annual General Meeting held on 27 March 2007 provided the Board of Directors with two authorisations to issue new shares. The first authorisation has already been used. Pursuant to the second authorisation, the Board of Directors has the right to waive the preferential rights of the shareholders to subscribe for new shares. Further, as described in Section above, it is proposed that the preferential rights of the shareholders of Komplett are waived when the consideration shares in relation to the Merger are issued. If shares are issued to citizens or residents of the United States upon exercise of preferential rights, the Merged Company may be required to file a registration statement in the United States under U.S. securities laws. If the company decides not to file a registration statement, these holders may not be able to exercise their preferential rights. Under Norwegian law, bonus shares may be issued, subject to shareholder approval and provided, among other requirements, that the company does not have an uncovered loss from a previous financial year, by transfer from the company s distributable equity or from the company s share premium reserve. Any bonus issues may be effected either by issuing shares or by increasing the par value of the outstanding shares. If new shares are being issued, these shares must be allotted to the shareholders of the company in proportion to their current shareholdings in the company Related party transactions Under Norwegian law, an agreement between a public limited liability company and a shareholder, a shareholder s parent company, a board member or a managing director, or a person or company that is closely related to a shareholder or a shareholder s parent company, which involves consideration from the company in excess of 5 per cent of the company s share capital at the time, is not binding on the company unless the agreement has been approved by the shareholders at a general meeting. There are certain exemptions from this rule. For example, business agreements in the normal course of the company s business containing pricing and other terms and conditions which are normal for such agreements, as well as the purchase of securities at a price which is in accordance with the official quotation, do not require such approval. Any performance of an agreement which is not binding on the company must be reversed Minority rights Norwegian law contains a number of protections for minority shareholders against oppression by the majority, including but not limited to those described in this and preceding paragraphs. Any shareholder may petition the courts to have a decision of the company s Board of Directors or general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the company itself. In certain grave circumstances, shareholders may require the courts to dissolve the company as a result of such decisions. Shareholders holding in the aggregate 5% or more of the company s share capital have a right to demand that the company convenes an extraordinary general meeting to discuss or resolve specific matters, and to request that the district court set a higher dividend than decided by the general meeting. In addition, any shareholder may demand that the company places an item on the agenda for any general meeting if the company is notified in time for such item to be 27

28 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA included in the notice of the meeting. The shareholders consequently have a right to share in the company s profits Compulsory acquisition A shareholder who, directly or via subsidiaries, acquires shares representing more than 90% of the total number of issued shares, as well as more than 90% of the total votes that may be cast at the company general meeting, has the right (and each remaining minority shareholder of that company would have the right to require the majority shareholder) to effect a compulsory acquisition for cash of any shares not already owned by the majority shareholder. A compulsory acquisition results in the majority shareholder becoming the owner of the shares of the minority shareholders with immediate effect. A majority shareholder who effects a compulsory acquisition is required to offer the minority shareholders a specific price per share and to pay the consideration offered to a separate bank account for the benefit of the minority shareholders. The determination of the offer price is at the discretion of the majority shareholder. Should any minority shareholder not accept the offered price, such minority shareholder may, within a specified period of not less than two months, request that the price be set by the Norwegian courts. The cost of such court procedure would normally be charged to the account of the majority shareholder, and the courts would have full discretion in determining the consideration due to the minority shareholder as a result of the compulsory acquisition Rights of redemption and repurchase of shares No redeemable shares in the Merged Company (i.e. shares redeemable without the shareholder s consent) will be issued as at the date of the completion of the Merger. The Merged Company s share capital may be reduced by reducing the par value of the shares. Such a decision requires the approval of two-thirds of the votes cast at a general meeting. Redemption of individual shares requires the consent of the holders of the shares to be redeemed. A Norwegian company may purchase its own shares if an authorisation to the Board of Directors of the company to do so has been given by the shareholders at a general meeting with the approval of at least two-thirds of the aggregate number of votes cast at the meeting. The aggregate nominal value of treasury shares so acquired and held by the company is not permitted to exceed 10% of the company s share capital, and treasury shares may only be acquired if the company s distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorization by the shareholders at the general meeting cannot be given for a period exceeding 18 months. At the date of the completion of the Merger, the Merged Company will not have any treasury shares Shareholder vote on mergers and de-mergers A decision to merge with another company or to demerge will require a resolution of the Merged Company s shareholders at a general meeting passed by two-thirds of the aggregate votes cast, as well as two-thirds of the aggregate share capital represented, at the general meeting. A merger plan or demerger plan signed by the company s Board of Directors along with certain other required documentation must be sent to all shareholders at least one month prior to the general meeting Liability of directors The Merged Company s Board of Directors and the Chief Executive Officer will owe a fiduciary duty to the Merged Company and its shareholders. Such fiduciary duty requires that the board members and the Chief Executive Officer act in the company s best interests when exercising their functions 28

29 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA and exercise a general duty of loyalty and care towards the company. Their principal task is to safeguard the interests of the company. Members of the company s Board of Directors and the Chief Executive Officer may each be held liable for any damage they negligently or wilfully cause the company. Norwegian law permits the general meeting to exempt any such person from liability, but a resolution to do so is not binding in the event that substantially correct and complete information was not provided at the general meeting where the resolution was passed. If a resolution to grant such exemption from liability or not to pursue claims against such a person has been passed by a general meeting with a smaller majority than that required to amend the company s Articles of Association, shareholders representing more than 10% of the share capital or, if there are more than 100 shareholders, more than 10% of the shareholders, may pursue the claim on the company s behalf and in its name. The cost of any such action is not the company s responsibility, but can be recovered from any proceeds the company receives as a result of the action. If the decision to grant an exemption from liability or not to pursue claims is made by such a majority as is necessary to amend the Articles of Association, or if a settlement has been reached, the minority shareholders cannot pursue the claim in the company s name. A resolution by the general meeting to exempt the directors from liability does not protect the directors from a claim or a lawsuit filed by a third party other than the company, for example a creditor Indemnification of directors and officers Neither Norwegian law nor the Merged Company s proposed Articles of Association contain any provisions concerning indemnification by the company of the company s Board of Directors. The company is permitted to purchase insurance to cover the members of its Board of Directors against certain liabilities that they may incur in their capacity as such. Neither the current Komplett nor TCG have purchased such insurance Distribution of assets on liquidation Under Norwegian law, a company may be wound-up by a resolution of the company s shareholders in a general meeting passed by the same vote as required with respect to amendments to the Articles of Association. The shares rank equally in the event of a return on capital by the company upon a winding-up or otherwise Summary of the Merged Company s proposed Articles of Association The following is a summary of provisions of the Merged Company s proposed Articles of Association, some of which have not been addressed in the preceding discussion. A complete copy of the Merged Company s Articles of Association is included as an appendix to the Merger Plan. Name of the Company The company s name is Komplett ASA. The company is a Norwegian public limited liability company. Registered Office The company s registered office shall be in Sandefjord, Norway. Objectives of the Company The objective of the company shall be to engage in trade in computer equipment, electronics and other goods, and participate in other companies and undertakings. Share Capital The company s share capital is NOK 16,759,518, divided into 16,759,518 shares. Nominal Value of Shares The nominal value of each share is NOK

30 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Board of Directors The company's Board of Directors shall have from four to seven members. The Board of Directors is elected for one year at a time. Directors are eligible for re-election. In the event of a tie vote, the Chairman shall have the casting vote. Nomination Committee At the same time as the Board of Directors is elected, the general meeting shall elect a Nomination Committee consisting of a minimum of two and maximum of four members. The Nomination Committee shall be elected for one year at a time. Annual General Meeting The ordinary annual general meeting shall approve the annual accounts and the directors' report, including payment of dividends, stipulate the directors' fees and approve the remuneration to the auditor, elect directors and an auditor and deal with other items which, pursuant to law or the Articles of Association, should be addressed by the annual general meeting. 5.8 Preliminary pro forma financial information Purpose of the pro forma financial information The pro forma financial information presented below shows group accounts for Komplett and TCG as if they had been operating as one unit for the financial year ended 31 December 2006 and the first half of The unaudited pro forma financial income statement is provided for illustrative purposes only to show the effects of the acquisition described, as if it had been completed on 1 January 2006 with a balance sheet as if it had been completed 30 June The pro forma financial information is based on certain assumptions that not necessarily would have been applicable if Komplett and TCG were one group in the periods presented in the pro forma financial information Basis for preparation Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Merged Company s actual financial position or results. The pro forma condensed consolidated income statement for 2006 is prepared based on the audited consolidated income statements for 2006 for Komplett and TCG, respectively, prepared in accordance with International Financial Reporting Standards as adopted by the EU. The pro forma condensed consolidated balance sheet as of 30 June 2007 and the condensed consolidated income statement for the six months period then ended, have been prepared based on unaudited condensed consolidated interim financial information for Komplett and TCG, respectively, prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. Komplett s accounting principles have been applied. Historic financial statements for Komplett and TCG kan be found in appendix 1 and 5. For separate TCG figures and IFRS adjustments, please see section 7.5. The pro forma consolidated financial information does not include all of the information required for financial statements under International Financial Reporting Standards, and should be read in conjunction with the consolidated financial statements of Komplett and TCG as of and for the year ended 31 December 2006 and the unaudited condensed consolidated interim financial information for the interim period ended 30 June On a general basis, it is emphasized that there is a high uncertainty related to pro forma consolidated financial information. The pro forma consolidated financial information is not deemed to represent the actual combination of the financial statements of Komplett and TCG in accordance with International Financial Reporting Standards, since certain simplifications and highly uncertain estimates and assumptions have been made as set out in the subsequent paragraphs. In addition, the pro forma financial information has been prepared on the following basis: 30

31 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA The acquisition is formally implemented as a merger at fair value where Komplett is the assignor and TCG the assignee. The proposed exchange ratio is 79.11/20.89 for shareholders in Komplett and TCG respectively, representing shares in Komplett per each share in TCG. The acquisition is presented at fair value, representing a value of NOK 501 million for the shares in TCG. The proposed exchange ratio is based on a fair value of NOK 1,897 million for the shares in Komplett ASA. The total fair value of the merged group is valued to NOK 2,398 million. Consequently, Komplett is issuing new shares representing 26.41% of their total share capital. Estimated transaction costs are added with NOK 3 million. The values are based on external valuations of the two companies/groups prepared by independent valuers. The acquisition of TCG has been incorporated in the pro forma income statement as if the purchase had been effective on 1 January 2006 and in the balance sheet as if it had been completed 30 June Figures for 2006 are derived from the audited historical financial statement included elsewhere in the document with considerations of accounting principles to ensure consistency with the accounting principles. In connection with the acquisition of TCG ASA the difference between the purchase price and the historical basis of the assets and liabilities acquired has been incorporated in the pro forma information as if it the purchase had taken place on 30 June Purchase accounting Both estimation of value of assets (tangible and intangible) and depreciation period included in the pro forma information are based on an external Purchase Price Allocation (PPA) report prepared in accordance with IFRS 3 Business Combinations, relating to the acquisition of TCG ASA. Depreciations are calculated linear over estimated useful lives. The final purchase price allocation may vary from those presented in the pro forma information. The purchase price allocation conclude that around 28% of the fair value should be allocated to net working capital, tangible and intangible assets, the latter mainly being value of trade names and customer relationships. Trade names have an indefinite useful life and customer relationships have a useful life of 3 to 5 years. The 68% residual value is classified as goodwill amounting to approximately NOK million. In accordance with IFRS goodwill is not depreciated, but be tested annually for impairment Uniform and consistent accounting principles The historical consolidated financial statements for Komplett ASA Group and TCG ASA Group are reported based on IFRS accounting principles, except from TCG s 2004 accounts, which are based on NGAAP. In the pro forma financial information the consolidation and the acquisitions are treated in consistence with IFRS 3 Business Combinations. In certain areas IFRS allows different accounting policies. In other areas judgements and estimates may lead to inconstancy in measurements. As regards the consolidation of the financial statements considerations have been made evaluating consistency regarding accounting estimates, judgements and applying IFRS accounting policies. 31

32 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Limitations The unaudited pro forma financial information is provided for illustrative purposes only and does not represent what the statements of operations or balance sheet would actually have been if the transactions had in fact occurred on those dates and is not representative of the results of operations for any future periods. Because of its nature, the pro forma financial information addresses a hypothetical situation. Investors are cautioned not to place undue reliance on this unaudited preliminary pro forma financial information Pro forma financial information income statement First six months 2007 Adjustments Figures in NOK million Komplett ASA TCG ASA Internal sale Elimination shares note Merged company Pro Forma Operating revenue Cost of goods sold Gross contribution Personnel costs Operating costs EBITDA Depreciation Operating profit Share of profit in associated companies Other financial items Pre-tax profit Taxes Net profit Earnings per share (NOK)

33 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Full year 2006 Adjustments Figures in NOK million Komplett ASA TCG ASA Internal sale Elimination shares note Merged company Pro Forma Operating revenue Cost of goods sold Gross contribution Personnel costs Operating costs EBITDA Depreciation Operating profit Share of profit in associated companies Other financial items Pre-tax profit Taxes Net profit Earnings per share (NOK)

34 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Pro forma financial information balance sheet, as of June Assets Adjustments Figures in NOK million Komplett ASA TCG ASA Goodwill TCG Share capital increase Eliminations note Merged company Pro Forma Goodwill Intangible assets Tangible fixed assets Financial fixed assets Total fixed assets Stock of goods Accounts receivable Consumer loans Taxes and duties receivable Other current receivables Bank deposits and cash Total current assets Total assets Equity and liabilities Figures in NOK million Total equity (incl minority interest) Komplett ASA TCG ASA Goodwill TCG Adjustments Share capital increase Eliminations note Merged company Pro Forma , Deferred tax liability Other long term debt Total long-term liabilities Accounts payable Taxes and duties payable Tax payable Short term financial debt Dividend Other current liabilities Total current liabilities Total liabilities and equity

35 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Pro forma financial information adjustments Adjustments referred to in the pro forma statements refer to elimination of intercompany transactions between Komplett and TCG Group, elimination of goodwill in TCG and share capital increase in Komplett in connection with the merger consideration. Note 1: TCG and Komplett have historically had some product sales to eachother. These transactions have been eliminated in the pro-forma figures based on actual transactions in the periods. Accounts receicables/payables have also been elimitanted based on actual balances. Note 2: The merger is accounted for based on the purchase method in accordance with IFRS 3. The purchase price is based on the merger exchange ratio and the Komplett share-price on June 30. The assets taken over by Komplett is booked as a capital injection. Note 3: The allocation of the purchase-price is based on a report from external advisors who have identified relevant assets that are not already in the balance-sheet of TCG. The main asets identified are as follows: Customer relations MNOK 32 Brands MNOK 110 Goodwill (residual) MNOK 322,6 Deferred tax liability related to the assets above MNOK 40 Customer relations are subject to depreciation based on expected economic life. The depreciation time is 3-5 years. The annual depreciation is MNOK 7.7 All of the adjustments listed above will also apply for and impact the financial statements going forward. In accordance with IFRS dividend to shareholders suggested to be paid out for 2006 in Komplett ASA and TCG ASA are included in equity. In relation to the PPA dividends are treated as liabilities. The values of the assets as at 30 June 2007 are used as basis for calculating depreciations for Alternatively, and to obtain consistence between the opening balance for 2006 (not presented) and the closing balance, values might have been grossed up with the depreciations calculated. An alternative presentation based on this method should mean slightly higher depreciations in the pro forma income statement Auditor s report KPMG s report regarding the pro-forma figures is attached hereto as Appendix The Merger s impact on Komplett s earnings, assets and liabilities Based on the pro forma consolidated statements for 1H 2007, the merger has increased Komplett s net profit by 31%. Total assets and liabilities have increased by 105% and 101%, respectively. TCG s gross margin ratio has historically been lower than Komplett s. The reason behind this is, among other things that TCG has a larger portion of sales to resellers than to end users. The merged company expects to achieve improved purchasing conditions and thereby strengthening the company s gross margin ratio over time. 35

36 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA The goodwill resulting from the Merger will be subject to impairment testing. Other intangible assets resulting from the Merger will be subject to amortization. TCG s interest bearing debt will be included in the Merged Company s balance sheet The company's ambition is to offer European end-users the best selections of products, prices and customer service available with a view to computer equipment, consumer electronics and appliances. Improved economies of scale and mutual development are among the areas in which synergies are expected. The brand names Komplett, MPX, Itegra and Norek will be continued. The merger is motivated by ambitions of growth. The Merged Company aspires to achieve a healthy balance between growth in sales and profits. The company s strategy of continued geographical and product-related expansion stands firm. Komplett focuses on prompt delivery and therefore on extremely low order backlogs. This, combined with innovative marketing efforts, tends to limit visibility. E-commerce is expected to continue to win a rising share of the overall market for the products that Komplett offers. With increasing competition and falling prices, Komplett must work to keep its customers satisfied and work continuously to streamline operations. The project to automate parts of the warehouse facilities in Sandefjord is expected to be increased as a result of this merger. TCG s ongoing construction of a logistics center in Sandefjord will be coordinated with Komplett s existing infrastructure. The goal is to reduce relative warehousing costs substantially, increase delivery capacity and improve customer service by cutting delivery time even further. 36

37 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 6 INFORMATION ABOUT KOMPLETT 6.1 Introduction Komplett is one of the leading European companies in Internet shopping, and the operations include the Internet shops Komplett.no, Komplett.se, Komplett.co.uk, Komplett.ie, Komplett.nl, Komplett.be, Komplett.de, Komplett.at, Komplett.dk, Komplett.fr, Norek.no, Af.komplett.se and inwarehouse.se. Komplett offers computer components, PCs, home electronics, white goods and related equipment to end-users and dealers. The revenue in 2006 was NOK million and Komplett has more than registered customers in Norway, Sweden, UK, Ireland, the Netherlands, Belgium, Germany, Austria, Denmark and France. 6.2 Incorporation, registered office Komplett ASA is a Norwegian public limited liability company pursuant to the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 with registered office in Østre Kullerød 4, 3241 Sandefjord, Norway, with telephone and telefax Komplett s registration number is The company was incorporated 30 June 1998 and registered 2 November History The table below illustrates some important events in Komplett s history: 1991 Norek established 1996 Started with e-commerce: Komplett.no 1999 Norkom established (merger between Norek and Komplett Data). Later changed name to Komplett 2000 Listed on OSE. Komplett.se established 2001 Komplett.co.uk established 2002 Komplett.ie established 2003 MBO Komplett Data retail stores. Dutch warehouse established 2004 New ERP system (SAP). Komplett.nl established 2005 Offering consumer financing. Komplett.be established 2006 Komplett.de, Komplett.at and Komplett.dk established. Offering white goods online Komplett.fr established. Acquisition of inwarehouse AB. Proposed merger with Torp Computing Group ASA 37

38 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 6.4 Legal structure The chart below outlines the ownership structure of the group companies. Komplett ASA Komplett AS Norway Komplett BV The Netherlands KDS AB Sweden IWH AB Apparat Invest AB Malex data AB The group Komplett ASA encompasses: Komplett ASA (Parent company) Active subsidiaries (fully-owned) Komplett AS (Norway) Komplett Data Sverige AB (Sweden) Komplett BV (The Netherlands) inwarehouse AB (Sweden), with subsidiaries ; Apparat Invest AB and Malex data AB And in addition; Dormant subsidiaries (fully-owned) Komplett Data Arendal AS (Norway) Norkom AS (Norway) Komplett Data UK Ltd (United Kingdom) Komplett Data A/S (Denmark) Komplett ASA is the group holding-company who's primary focus is to be the shareholder for all group companies as well as being the main funding entity for the group. Komplett ASA has no employees, but carry cost related to shareholding and investor relations. 6.5 Vision and Business Strategy Vision Komplett s vision is to be a leading European internet shop The company intends bringing the vision to life through its mission: Komplett should be the obvious choice for reliable Internet shopping Komplett seeks to create great value for customers and owners 38

39 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Revenue growth combined with increased efficiency and a solid gross margin Geographical expansion into new countries Business strategy Komplett s business strategy is to be the sole link between the manufacturer and the end-user. By combining this business concept with an efficient operating model based on sales over the Internet, Komplett is able to operate at a profit even with low margins and is thus able to offer attractive prices. Komplett s growth strategy is based on organic growth, but acquisitions are also considered. The company believes continued solid organic growth is possible in the near future, especially within the growing market of e-commerce. Komplett will increase the market size by expanding in new markets, both in terms of products, customer groups and countries to achieve sufficient growth in the long run. Margins are sought enhanced by purchasing directly from manufacturer and increased sales directly to end-users. The profitability is also sought improved by continued focus on cost efficiency in the entire value chain. Komplett has had significant growth, but has at the same time invested in projects both to improve efficiency and customer satisfaction. Komplett also considers new initiatives continuously where the company is able to use its market position, as long as synergies can be identified that will improve the profitability. 6.6 Business overview Products and Services Komplett offers a variety of products including computer components, PC s, consumer electronics, home & leisure products, white goods and related financial services. Komplett actively seeks to introduce new product categories that are suitable for e-commerce. Products Currently Komplett offers some 7,800 different products from its Norwegian warehouse and approximately 4,000 products from its Dutch warehouse. For example, in 2006, Komplett sold more than 425,000 memory modules, 108,000 motherboards and 42,000 laptops. Both the market for and sale of flat screen TVs have expanded rapidly through 2006 and the first half of 2007, and Komplett also has a large and growing market share in the sale of computer monitors. In addition to selling regular PCs, the company manufactures PCs in-house and is seeing strong growth in the sale of these. This has made Komplett the largest independent PC manufacturer in the Nordic countries. Consumer financing Komplett introduced a concept for consumer financing in Norway in November 2005 and Sweden in Sweden in July 2006, offering customers the opportunity to buy products on credit. Consumer financing was launched in response to strong demand from customers. Komplett finances the loans from its own balance sheet. Since start up in November 2005 Consumer Finance has grown to total loans outstanding of NOK 81 million at the end of June Komplett s business model Most of Komplett s products are purchased directly from manufacturers. Over the years, e- commerce has gained significantly more acceptance among manufacturers and the interest in 39

40 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA selling over the Internet has increased. For Komplett, this has meant improvements in current supplier agreements and growing interest from new manufacturers. Direct sales to end-users have increased over the years, reaching 72% in Komplett also sells products to roughly different dealers in Norway and Sweden. These customers see the great advantage of Komplett s extensive range of products, short delivery times and the fact that this arrangement reduces their need to tie up capital in maintaining their own inventories. Sales channels Komplett is a dedicated e-commerce company whose sales rely on customers placing their orders in one of Komplett s thirteen web shops. In Norway and Sweden, Komplett sells to end-users and dealers through the Internet web shops at Komplett.no, Komplett.se and inwarehouse.se (endusers), as well as Norek.no and Af.komplett.se (dealers). Similarly, Komplett has web shops in the UK, Ireland, the Netherlands, Belgium, Germany, Austria, Denmark and France that sell exclusively to end-users. Direct sales are organised for private customers, enterprises and the public sector. Sales to private individuals accounted for approximately two thirds of direct sales in Norway, and an even portion in the other countries. Purchasing In a highly dynamic market in which most products are updated or replaced several times each year, it is crucial that the product/purchasing department keeps fully up-to-date on which products are popular, and at the same time also ensuring the targeted profit margins are reached. The wide assortment of products, short turnaround times, fluctuations in exchange rates, price changes and highly competent customers are reasons why purchasing and logistics are core functions. Using advanced computer systems, product managers can monitor critical parameters continuously. Based on this information, they can adjust prices, the range of products, stock levels, etc. based on the current situation and preferred development. The purchasing organisation must at all times consist of specialists who focus on individual product groups and on the competitive situation in the specific geographical markets. It is only by monitoring the market carefully that product managers can offer the right products at optimal prices, improving growth in sales and profits. Purchasing and marketing cooperate closely to obtain favourable agreements for marketing support from vendors. Logistics Through close, efficient cooperation with logistics partners in different countries (e.g. the postal services in Norway and Sweden, DHL, Tollpost Globe, Parcel Force/GLS, TPG Post and Deutsche Post), Komplett provides efficient transport, forwarding and delivery to its customers. The central warehouse facility in Sandefjord covers some 7,500 square meters and serves customers in Norway, Sweden and Denmark. Operational responsibility for the warehouse in the Netherlands that serves the customers in the UK, Ireland, the Netherlands, Belgium, Germany, Austria and France, has been outsourced to a logistics partner. The reason for having a separate distribution warehouse on the Continent is to ensure that customers outside Scandinavia can also benefit from prompt, reliable deliveries. Marketing Komplett engages in significant marketing activities to enhance people s awareness of the company s web shops. In collaboration with the company s suppliers, marketing campaigns are conducted to communicate messages crafted by Komplett and each individual supplier. Komplett introduced a Nordic catalogue concept in 2006 to showcase its wide variety of products to a new group of potential customers who would like to shop on the Internet. The catalogue was followed up with TV commercials, providing more familiarity and knowledge about what Komplett stands for. 40

41 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA In spring 2006, the Norwegian School of Management BI conducted its annual customer satisfaction survey for leading brands in Norway. Komplett scored a solid 15th place of a total of 167 brands Geographical markets Scandinavia Komplett has during the past years proven its position as the leading e-commerce player in computers and consumer electronics in Norway. Norway was Komplett s largest market with 69% of total sales in 2006 before the acquisition of inwarehouse in Sweden in April Komplett.se and inwarehouse combined are among the three largest e-commerce players in Sweden for computers and consumer electronics. Komplett.se accounted for 13% of Komplett s total sales in 2006 and including inwarehouse, Sweden would accounted for 33% of 2006 sales. Komplett s Danish operation started sales in December 2006 and is hence still in an early phase. Komplett has a customer service centre in Gothenburg, providing sales and support for the Swedish and Danish markets. Delivery takes place from Komplett s central warehouse facility in Sandefjord, and with the able assistance of Komplett s logistics partners, delivery times are comparable to competitors with local warehouses. During 2006, Komplett also opened designated pick-up points for its customers in Stockholm, Gothenburg and Malmö. Western (continental) Europe The subsidiary Komplett BV in the Netherlands serves the markets in the United Kingdom, Ireland, the Netherlands, Belgium, Germany, Austria and France. The UK is the largest individual market, and even a small market share there will have a positive effect on Komplett s revenue. Ireland still has few e-commerce players but Komplett has a strong and growing market position there. In the Netherlands and Belgium, Komplett is still in an early stage of market penetration, and the new web shops in Germany, Austria and France are still in the pilot phase. These operations are handled through hired warehouse capacity Financial information The table below illustrates the development in operating revenue by income category: NOK million H 2007 Direct sales 1,172 1,366 1, Sales to dealers Consumer financing 7 10 Total 1,794 1,974 2,249 1,297 41

42 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA The table below illustrates the development in operating revenue by area: NOK million H 2007 Norway 1,347 1,451 1, Sweden/Denmark* UK/Ireland The Netherlands/Belgium** Germany Austria*** Total 1,794 1,974 2,249 1,296.8 * Sales in Denmark as from December 2006 ** Sales in Belgium as from October 2005 *** Sales in Germany and Austria as from July Investments On a more regular basis Komplett invests primarily in IT-systems, computers, office and warehouse equipment. In 2007 Komplett acquired the Swedish Internet shopping company inwarehouse. Below Komplett s investments in the period 2004 to 30 June 2007 is shown During March/April 2007 Komplett acquired all outstanding shares in inwarehouse AB for a total consideration of SEK 173 million. In addition, Komplett invested NOK 11.7 million during the firs six months of At the moment Komplett is in the implementation phase of a new warehouse automation system which will require investments of approximately NOK millions in total Investments in the period amount to NOK million divided into: Machinery and fittings: million Software: million 2005 Investments in the period amount to NOK million divided into: Machinery and fittings: million Software: million 42

43 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 2004 Investments in the period amount to NOK million divided into: Machinery and fittings: million Software: million 6.8 Capital resources At 30 June 2007, Komplett s shareholders equity amounted to NOK 467 million, representing an equity ratio of 65 %. At the same date, Komplett s net current assets amounted to NOK 283 million. Komplett is of the opinion that it has sufficient working capital to meet the company s present requirements for a period of at least 12 months. There are no restrictions on Komplett s capital resources that have materially affected, or could materially affect, directly or indirectly, its operations. The table below shows a statement of capitalization and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of 30 June The table should be read together with the relevant financial statements and the related notes thereto. The below table is prepared for illustrative purposes only. IFRS figures in NOK million 30 June 2007 Current debt Guaranteed 0 Secured 0 Unguaranteed / unsecured Total current debt (A) Non-current debt Guaranteed 0.0 Secured 0.0 Unguaranteed / unsecured 4.2 Total non-current debt (B) 4.2 Shareholders equity Share capital 13.3 Legal reserve Other reserves Total shareholders equity (C) Minority share (D) 0.7 Total capitalisation (A+B+C+D) Cash 54.5 Cash equivalents 0.0 Trading securities 0.0 Liquidity (E) 54.5 Current financial receivables (F) 0.0 Current bank debt 0.0 Current portion of non current debt 0.0 Other current financial debt 0.0 Current financial debt (G) 0.0 Net current financial indebtedness (G-F-E) (H) Non-current bank loans 0.0 Bonds issued

44 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Other non-current loans 0.0 Non-current financial debt (H) 0.0 Net financial indebtedness (F-G) As mentioned above Komplett has a 150 MNOK bank overdraft that is currently not utilised. Komplett has always focused on having a strong equity share and minimum external borrowings. Komplett strives to ensure that the operational subsidiaries have a strong and healthy equity, but that excess capital is transferred to the holding-company through annual dividends. Necessary funding is provided to the subsidiaries via inter-company loans from Komplett ASA. Cash management for the group is managed centrally to utilise capital as efficient as possible, and to minimize the need for external borrowing. 6.9 Research and development, patents and licenses Komplett works continuously to develop good, customer friendly e-commerce solutions for the web shoppers of tomorrow. This entails inter alia continuous development of solutions for logistics, payment and functionalities on the web shops. Komplett s prize-winning web shops are developed by the company s own Development Department and are further improved on an ongoing basis. Komplett does not have any vital patents or licenses Trend information Komplett is not aware of any significant changes or new trends within productions, sales or inventory or costs and selling prices since the end of 2006 that can be considered extraordinary for this kind of business. Komplett is not aware of any trends, uncertainties, demands, commitments or events since the end of 2006 that are reasonably likely to have a material effect on the company s prospects Board of Directors Current composition At the date of this Information Memorandum the Board of Directors of Komplett consists of the following people: Bengt Thuresson, Chairman, (One year) Bengt Thuresson has worked 30 years in the technology sector in several leading management positions in Norwegian companies with international market positions. Bengt Thuresson was CEO of the videoconferencing company Tandberg from He is now also a Board Member of the movie production equipment vendor Cinevation. He has previously held positions as Vice Chairman for the broadcasting system vendor Tandberg Television, Chairman for the broadband company NextGenTel and Chairman for the software company Confirmit. Mr Thuresson holds a Master of Science in Engineering Cybernetics from NTNU, Trondheim. At the date of this document he has shares and 0 stock options in the company. In addition close relatives to Mr. Thuresson owns shares. His business address is Holstetajet 26, 3022 Drammen, Norway. Anne Lise Meyer, director, (One year) Anne Lise Meyer is CEO in AS Hamang Papirfabrik and member of the board for AS Avishuset Dagbladet. She has been CEO of Gillette Group Norway, and had several leading positions in Hewlett-Packard and NetCom. Ms. Meyer holds a Bachelor of Management degree from the 44

45 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Norwegian School of Management. At the date of this document she has 0 shares and 0 stock options in the company. Her business address is Parkveien 51 B, 0204 Oslo, Norway. Peter A. Ruzicka, director, (One year) Peter A. Ruzicka has 15 years experience in retail trade. In the 1990s, he was CEO of the Hakon Gruppen, then market leader in the Norwegian grocery industry. He was also responsible for introducing ICA in the Baltic countries, and from 2000, Ruzicka was in charge of Ahold s activities in the Czech Republic and Slovakia. For the past three years, he has been at the helm of Jernia and today he is CEO of Canica AS. Peter A. Ruzicka has a master s degree in business administration. At the date of this document he has 0 shares and 0 stock options in the company. The Canica companies are Komplett s largest shareholders holding at the date of this document a total of shares. His business address is Dronning Maudsgate 1, 0250 OSLO, Norway. Ingvild Huseby, director, (One year) Ingvild Huseby holds the position as Program Director in Hafslund. Prior to joining Hafslund she was with Get being Director for Customer Operations and has had several management position in Telenor Mobil, Nextra and Telenor Business Solutions. Ms. Huseby has a Master of Science degree in Theoretical Nuclear Physics from the University of Oslo and a Master s degree in international strategy and business administration from the Norwegian School of Management BI / Telenor Corporate University. At the date of this document she has 0 shares and 0 stock options in the company. Her business address is Drammensveien 144 Skøyen, 0247 Oslo, Norway. Odd Johnny Winge, director, (One year) Odd Johnny Winge is Executive Vice President, Products in Tandberg ASA. He previously headed sales and operations for Tandberg s EMEA theatre. Prior to joining Tandberg, Mr. Winge was with McKinsey and Company, Inc., where he worked in a range of industries. Mr. Winge graduated with a Master s degree in Business and Economics, with a dual degree in Finance and Accounting, from the Norwegian School of Management in Oslo. At the date of this document he has 0 shares and 0 stock options in the company. His business address is Philip Pedersens vei 22, 1366 Lysaker, Norway. Arnt Ree, employee representative, (two years) Arnt Ree is currently Project Manager in Komplett. Mr. Ree has been with the company since 2004 and holds a Master of Science degree in Industrial and information management. At the date of this document he has 100 shares and 0 stock options in the company. His business address is at Komplett s office in Østre Kullerød 4, 3241 Sandefjord, Norway. His business address is at Komplett s office in Østre Kullerød 4, 3241 Sandefjord, Norway. Elin Ertsås, employee representative, (two years) Elin Ertsås is currently responsible for salaries in Komplett. Elin Ertsås has been with the company since 2005 and has previously worked within the travel industry, primarily the hotel industry i.e. as hotel manager. At the date of this document she has 0 shares and 0 stock options in the company. Her business address is at Komplett s office in Østre Kullerød 4, 3241 Sandefjord, Norway Composition following approval of the Merger Plan and completion of the Merger As from the General Meeting and following completion of the Merger it is proposed that the Board of Directors shall be composed as set out in section above. 45

46 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Independence of Board of Directors All of the members of the Board of Directors of the Company are independent from the Company s executive management and material business contacts. The Board of Directors also satisfies the requirement of the Norwegian Code of Practice for Corporate Governance that at least two directors shall be independent from major shareholders as Peter A. Ruzicka must be considered such member Management As at the date of this Information Memorandum Komplett executive management is organised as follows: Eric Sandtrø CEO Gyrid Skalleberg Ingerø CFO Trond Christensen Financial Manager Vidar Eskelund CCO Pål Vindegg COO Jan Gusland (resigned) CDO Vincent Hoogduijn Manager Komplett BV Ole Sauar Manager Komplett AB The group executive management is: Eric Sandtrø, Chief Executive Officer Eric Sandtrø is one of the founders of Norek (one of the two companies behind today s Komplett). During his 16 years with Komplett he has held several different positions within the company, i.e. sales manager, financial manager and purchasing manager. Since 1999, Sandtrø has been CEO of Komplett. At the date of this document Sandtrø owns 1,150,386 shares in Komplett through Stavsmark AS. He has 0 stock options in the company. Gyrid Skalleberg Ingerø, Chief Financial Officer Gyrid Skalleberg Ingerø s background is in banking and finance. She is a State Authorised Public Accountant. She has been CFO and secretary of the Board of Directors of Komplett since spring Her previous experience includes CFO at Reiten & Co Private Equity, senior manager at KPMG and Nordea ASA. She is currently a board member of Datakjeden AS, Komplett AS, NEAS ASA and Carrot Communication ASA. Her earlier board experience includes: Reiten & Co ASA (securities enterprise), Oslo Areal ASA and several investment companies. She is co-owner of Ingerø Investments AS, which owns 7,000 shares in Komplett at the date of this document. Vidar Eskelund, Chief Commercial Officer Vidar Eskelund joined Komplett in 2005 and is responsible for sales and marketing. Eskelund has experience from Midelfart Gruppen where he was divisional director and member of the executive group. Prior to this, Eskelund was CEO of Sunshine Scandinavia and marketing manager for Boehringer Ingelheim KS Norge. Eskelund holds a Bachelor degree in international marketing. At the date of this document he has 0 shares and 0 stock options in the company. Pål Vindegg, Chief Operating Officer Pål Vindegg has been working for Kappahl AB and Adelsten ASA as logistics director for several years. Before that he was logistics manager for NIT and Norsk Data. He holds a bachelor degree in 46

47 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA electronics engineering. Vindegg has been working in Komplett since At the date of this document he has 6,000 shares and 0 stock options in the company. Vincent Hoogduijn, Manager Komplett BV Vincent Hoogduijn worked for Trust International as sales manager, before joining Komplett in 2001 to strengthen the internationalization of the company. Since 2003, Hoogduijn has been responsible for the Komplett operations outside Scandinavia. At the date of this document he has 2,000 shares and 0 stock options in the company. Ole Sauar, Manager Komplett AB Ole Sauar started Komplett s operations in Sweden in 2000 and has been manager there for six years. Prior to this, Sauar was in charge of Komplett s chain of computer stores in Norway. Sauar was the founder of the company Viking Computer which merged with Komplett in At the date of this document he has 420,044 shares and 0 stock options in the company. Trond Christensen, Financial Manager Trond Christensen joined Komplett as Financial Manager in Prior to this he was controller in Jotun AS and manager for the auditing company Møller and Co. Christensen holds a degree as State Authorised Public Accountant in Norway and is a Master of Science in business. At the date of this document he has 4,200 shares and 0 stock options in the company. In addition, Jan Gusland served as Chief Development Officer until 31 August 2007 and is at the date of this document no longer part of Komplett s management. All the persons in the management mentioned above have their business address at Komplett s office in Østre Kullerød 4, 3241 Sandefjord, Norway Conflicts of Interests etc. There are no potential conflicts of interests between the management s and the directors duties to the Komplett, and their private interests and/or other duties, other than as mentioned in the preceding sections. During the last five years preceding the date of this document, no member of the Board of Directors or the senior management has: had any convictions in relation to fraudulent offences; been publicly incriminated and/or sanctioned by any statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company; or been associated with any bankruptcy, receivership or liquidation Pension costs and pension liabilities Komplett is required to have company pensions under the Act relating to obligatory company pensions. In 2005, the company established a regime featuring deposit-based pensions for its employees in Norway. The scheme is in accordance with the requirements under the Act. The company s employees in Norway also have an early retirement pension scheme. Due to the employees age composition, obligations linked to pensions are not based on actuarial standards and no provisions have been made. 47

48 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 6.15 Remuneration and benefits The table below shows remunerations for the Board of Directors and the CEO in NOK 1, Chairman of the Board 400 Board members, directors 200 Board members, employee representatives 100 CEO 1,198* * Remuneration to the CEO consisted of wages (769 ), performance related wages (412 ), Deposit-based pension premiums (13 ) and other benefits (4 ). Remuneration and benefits for the other members of the management were between NOK 899,000 and 1,715,000 in None of the members of Komplett s administrative, management of supervisory bodies have service contracts with Komplett or any of its subsidiaries providing for benefits upon termination of employment Incentive programs The company has a cash-based incentive programme related to quarterly and annual goal achievement for group executive management, and/or departmental goals that can be influenced by the individual employee Employees At 30 June 2007, Komplett had 374 employees June 2007 Employees EOP Loans to employees totalled NOK 0 at year-end. There were no loans to members of the Board or the CEO Related party transactions The company has not entered into any transactions with shareholders, members of the Board, members of management or close associates of any such parties for the last three years other than such transactions as form a normal part of stock exchange activities. Komplett AS undertakes sales to companies in the Datakjeden Group. Komplett ASA owns 35% of the shares in Datakjeden AS. Sales to Datakjeden are based on commercial terms. The Group s total sales to Datakjeden for the year and accounts receivable at 31 December including VAT are as follows: NOK 1, June 2007 Sales 76, , ,987 43,744 Accounts receivable EOP 6,117 12,275 9,635 7, Financial Information The selected consolidated financial data set forth in this section has been derived from Komplett s audited financial statements for the financial years 2004, 2005 and 2006 and unaudited interim 48

49 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA financial statements for the three and six moths ended 30 June Komplett s annual reports for the years 2004, 2005 and 2006, including the auditor s reports, are included in the appendices to the Merger Plan, which is attached hereto as Appendix 1. The unaudited financial statements for the three and six months ended 30 June 2007 is attached hereto as Appendix 5. Komplett s financial statements for the financial years 2005 and 2006 have been prepared in accordance with IFRS. The financial statements for the financial year 2004 have been restated in accordance with IFRS. The selected consolidated financial data set forth below may not contain all of the information that is important to a potential purchaser of shares in the Merged Company, Komplett or TCG, and the data should be read in conjunction with the relevant consolidated financial statements and the notes to those statements Operating and financial review Six months ended 30 June 2007 Sales and performance Komplett's sales totalled MNOK 633 (+45 per cent) in 2Q 2007, compared with MNOK 437 in 2Q Direct sales to end-users aggregated MNOK 487 (+54 per cent), while sales to dealers added up to MNOK 146 (+20 per cent). About 42 per cent of the company's sales took place outside Norway in 2Q 2007, as against 29 per cent in 2Q The company earned an operating profit of MNOK 13.0 (-18 per cent) during the quarter, compared with MNOK 15.9 in 2Q This includes a negative effect of MNOK 6.6 related to inwarehouse, which was acquired as from May Disregarding this transaction, the operating profit would have been MNOK 19.6 (+23 per cent). Earnings before tax (EBT) showed a surplus of MNOK 14.4 (-18 per cent), as against MNOK 17.5 in the same quarter of Komplett owns 98 per cent of the shares in inwarehouse AB of Sweden, and inwarehouse has been included in the consolidated accounts as from May Excluding inwarehouse sales, which totalled MNOK 97 in May and June 2007, Komplett would have had a turnover of MNOK 536 (+ 23 per cent). Komplett s operating profit includes MNOK -6.6 related to inwarehouse. The figure consists of a negative result of MNOK 2.9 in May-June 2007, MNOK 1.2 in depreciation on excess value and MNOK 2.6 in expenses related to reorganisation/integration. Even after the acquisition of inwarehouse, Komplett s financial position remains strong, with liquid assets aggregating MNOK 54 at end quarter. During the quarter, Komplett spent MNOK 154 on the acquisition of inwarehouse shares. To further strengthen the company's liquidity, Komplett conducted a share issue on 9 May 2007, raising MNOK 125 in fresh capital. The cash flow from operations was positive (MNOK 2) in 2Q. The lending portfolio for consumer financing expanded from MNOK 76.7 to MNOK 81.0 during the quarter. Monthly sales in 2Q 2007 were MNOK 167 (+23 per cent) in April, MNOK 236 (+64 per cent) in May and MNOK 231 (+45 per cent) in June, compared with the corresponding months of inwarehouse sales are included as from May. Segmental information Scandinavian operations saw sales increasing by MNOK to MNOK (+47 per cent) during 2Q, resulting in an operating profit of MNOK In Western Europe (outside Scandinavia), sales climbed to MNOK 60.0 (+20 per cent), and the EBIT came to MNOK

50 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA At mid-year 2007, Komplett's consumer financing segment had a lending portfolio of MNOK 81.0, divided among customers. The portfolio is divided among private customers in Norway and Sweden. In 2Q, the company earned a profit of MNOK 3.8 on consumer financing activities. Business development/operations Komplett s contribution margin ratio was 13.7 per cent in 2Q 2007, up from 13.5 per cent in 2Q 2006 and on a par with 1Q Excluding consumer financing, the contribution margin ratio would have been 13.0 per cent, compared with 13.3 per cent in 2Q Total 2Q operating expenses (wages and other operating expenses) climbed by MNOK 27.6, from MNOK 40.6 to MNOK 68.2, compared with 2Q MNOK 12.7 refers to costs related to inwarehouse. Adjusted for this, costs increased by MNOK Equity and shareholder affairs At 30 June 2007, there were shares in the Komplett, divided among 510 shareholders. Nineteen per cent of the company was in foreign hands. The equity ratio was 65 per cent. To further strengthen the company's liquidity in connection with the acquisition of inwarehouse, Komplett conducted a private placement of shares on 9 May 2007, raising MNOK 125 in net fresh capital Sales and performance Komplett s total direct sales added up to MNOK in 2006 (+18%). In addition Komplett reported total sales of MNOK 636 to dealers in 2006 (+5%), which gives a total sales in 2006 of MNOK (+14%) In 2006, Komplett's sales added up to MNOK (+7%) in Norway, MNOK 457 (+38%) in Sweden/Denmark, MNOK 199 (+20%) in Great Britain/Ireland, MNOK 35 (+35%) in the Netherlands/Belgium, and MNOK 7 in Germany/Austria. Komplett s cash position was strong, with liquid assets totalling MNOK at year end. During forth quarter, the lending portfolio for consumer financing escalated from MNOK 39.4 to MNOK 58.3 at year end. At 31 December 2006, Komplett had a lending portfolio of MNOK 58.3, divided among customers in consumer financing. The portfolio was divided among private customers in Norway (launched 4Q 2005) and Sweden (launched 3Q 2006). In 4Q, the Group at first time posted a positive EBIT of MNOK 0.7 in the consumer financing segment. Equity and shareholder affairs At 31 December 2006, there were shares in the company, divided among 468 shareholders and 24% of the Group was owned by foreign shareholders. The equity ratio was 55% Komplett posted aggregate sales of MNOK in 2005, compared with MNOK in 2004 (+10%). The operating profit increased to MNOK 63.4 (+39%), earnings before tax reached MNOK 70.7 (+36%), the operating margin was 3.2% and the profit margin was 3.6% in Komplett s liquidity is good, with liquid assets totalling MNOK at the close of as a whole resulted in a positive cash flow from operations of MNOK MNOK 48.2 in extraordinary dividends were paid to the company's shareholders on 11 October Komplett s total direct sales added up to MNOK in 2005 (+16%).Komplett reported total sales of MNOK 608 to dealers in 2005 (-2%). 50

51 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA In 2005, Komplett had a turnover of MNOK (+8%) in Norway, MNOK 331 (+ 5%) in Sweden, MNOK 166 (+48%) in Great Britain/Ireland, and MNOK 26 (+225%) in The Netherlands/Belgium. Komplett shipped a total of orders in 2005, corresponding to a delivery every 38 seconds every day, round the clock, all year long. Komplett s active customer base expanded by nearly customers in Altogether, Komplett had registered customers. Equity and shareholder affairs At 31 December 2005, there were shares in the company, divided among 541 shareholders. 40% of the company's shares were in foreign hands. The equity ratio was on 56% Komplett s turnover for 2004 as a whole was NOK 1,794 million as compared to NOK 1,732 million in 2003 (+4%). Pre-tax profit was NOK 51.8 million as compared to NOK 85.8 million for The profit reported for 2003 includes a gain of NOK 6.9 million on the sale of Komplett s high street stores. Komplett achieved an operating margin of 2.9% for 2004 as a whole. The company s liquidity was very strong, with liquid assets of NOK 206 million at the end of the year. Komplett s direct sales to end-customers for 2004 as a whole totalled NOK 1,172 million (+13 %), as compared to NOK 1,036 million in Komplett s sales to computer resellers in 2004 totalled NOK 622 million (-11%), as compared to NOK 696 million in Sales to computer resellers had a decline due to a large extent to lower sales to the chain of high-street stores previously wholly owned by Komplett. For 2004 as a whole, Komplett s sales to the Norwegian market totalled NOK 1,346.6 million. Sales in Sweden totalled NOK million, while the United Kingdom/Ireland generated turnover of NOK million in Equity and shareholder matters Komplett ASA had 12,058,400 shares outstanding at 31 December 2004, held by 732 shareholders. Foreign shareholders held 39% of Komplett s share capital at the close of the year. The company s equity ratio at 31 December 2004 was 53%. 51

52 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Income Statement Figures in NOK million 2004 (restated to IFRS ) YTD 30 June 2006 (unaudited) YTD 30 June 2007 (unaudited) Q (unaudited) Q (unaudited) Operating revenue 1, , , , Cost of goods sold 1, , , , Gross contribution Personnel costs Operating costs EBITDA Depreciation Operating profit Share of profit in associated companies Other financial items Pre-tax profit Taxes Net profit Earnings per share (Diluted)

53 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Balance Sheet Figures in NOK million 2004 (restated to IFRS ) June 2006 (unaudited) 30 June 2007 (unaudited) Goodwill Intangible assets Tangible fixed assets Financial fixed assets Total fixed assets Stock of goods Accounts receivable Consumer loans Taxes and duties receivable Other current receivables Bank deposits and cash Total current assets Total assets Figures in NOK million 2004 (restated to IFRS ) June 2006 (unaudited) 30 June 2007 (unaudited) Paid-in equity Retained earnings Minority interest Total equity (incl minority interest) Deferred tax liability Total long-term liabilities

54 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Accounts payable Taxes and duties payable Tax payable Dividend Other current liabilities Total current liabilities Total liabilities and equity Cash Flow Statement Figures in NOK million 2004 (restated to IFRS ) YTD 30 June 2006 (unaudited) YTD 30 June 2007 (unaudited) Q (unaudited) Q (unaudited) Cash flows used in operating activities Cash flow used in consumer finance Cash flows used in investing activities Cash flows used in financing activities Dividends paid Increase in capital 9.6 Net decrease in bank deposits and cash Opening bank deposits and cash Closing bank deposits and cash

55 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Summary of Accounting Policies The consolidated accounts of Komplett for 2006 were approved by the Annual General Meeting 27. March Komplett ASA is a public limited company, registered in Norway and listed on the Oslo Stock Exchange. The company s head office is located at Østre Kullerød 4, 3241 Sandefjord, Norway. The following is a description of the most important accounting policies applied to the consolidated financial statements. Unless otherwise specified, these policies are applied uniformly to all the interim periods presented. The consolidated financial statements have been drawn up in compliance with applicable International Financial Reporting Standards (IFRS) as practised in the EU at 31 December The consolidated financial statements apply the policies of historical cost accounting. Komplett has not applied the following standards and amendments to standards as they are not effective at 31 December 2006: New standards IFRS 7 Financial Instruments Disclosure IFRS 8 Operating Segments Amendments IAS 1 Amendments to IAS 1 Presentation of Financial Statements Capital Disclosure the consolidated financial statements were presented by the Board on 15 February Basis of consolidation The consolidated financial statements include Komplett ASA and companies in which Komplett ASA has a controlling interest. Controlling interest is usually achieved when the Group owns more than 50% of the shares in the company and the Group is able to exert genuine influence on the company. The consolidated financial statements for 2006 encompass: Komplett ASA (Parent company) Active subsidiaries (fully-owned) Komplett AS (Norway) Komplett Data Sverige AB (Sweden) Komplett BV (The Netherlands) Dormant subsidiaries (fully-owned) Komplett Data Arendal AS (Norway) Norkom AS (Norway) Komplett Data UK Ltd (United Kingdom) Komplett Data A/S (Denmark) 55

56 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA The consolidated financial statements have been drawn up based on uniform policies. Intra-Group transactions and accounts, including intra-group profits and unrealised gains and losses, have been eliminated. Unrealised gain attached to transactions with associates and jointly controlled activities have been eliminated proportionate to the Group s interest in the company/ enterprise. Unrealised losses have been eliminated correspondingly, but only to the extent there are no indications of a drop in the value of assets sold within the Group. The Group currently has no subsidiaries incorporated as a result of acquisitions. Associates are entities in which the Group exercises considerable influence (usually a stake of 20% to 50%), but not a controlling financial or operational interest. Associates are recognised using the equity method of accounting. Komplett owned 35% of Datakjeden AS at 31 December The stake remained unchanged in The consolidated financial statements include the Group s share of Datakjeden s profit after tax. This is presented as financial income. Datakjeden was acquired when the Group s chain of Komplett Data shops was sold through an MBO (management buy out) in The transaction was conducted with effect for accounting purposes as from 1 January 2003, at which time a new company (Datakjeden AS ) was established. 35% of the gain on the sale of the investment is treated as deferred income. Functional currency and reporting currency The Group s reporting currency is NOK. This is also the parent company s functional currency. Subsidiaries with other functional currencies are translated at the exchange rates prevailing on the date of balance sheet recognition, and profit and loss items are translated at the exchange rate on the transaction date. Average monthly rates are used as the rate on the transaction date. Foreign currency translations are charged against equity. Foreign currency Foreign currency transactions are translated at the exchange rates prevailing on the transaction date. Monetary items in foreign currency are translated to NOK using rates on the date of balance sheet recognition. Non-monetary items measured at historical rates expressed in foreign currency are translated to NOK using the exchange rate at the time of the transaction. Currency fluctuations are booked on an ongoing basis during the accounting period. Assets and liabilities in foreign undertakings are translated to NOK using the rate on the date of balance sheet recognition. Income and expenses from foreign undertakings are translated to NOK using average exchange rates. Foreign currency translations are booked directly against equity. Foreign currency translations arising from the translation of net investments in foreign undertakings are specified as foreign currency translations in equity. Foreign currency translations in equity are taken to income or expensed upon the divestment of the foreign undertaking. Sales revenues A sale is recognised when a unit within the Group has sold and delivered a product to a customer. The sale is measured at the agreed sales price less discounts, if any, value-added tax, etc. Articles that are to be credited (due to cooling off period or complaint), are credited when the returned article is received by the selling unit. Sales to private individuals are generally settled by cash on delivery or credit card. Credit card fees are booked as selling costs. Sales to corporate customers can also be settled by ordinary factoring if the customer s credit rating is good. Komplett offers consumer financing to customers. Revenues from consumer financing activities include instalment charges, an opening fee and interest. Revenues are classified as operating revenue and income is accrued using the effective interest method. 56

57 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Classification of balance sheet items Current assets and current liabilities comprise items due for payment within one year of the date of balance sheet recognition, as well as items related to commodity flows. Other items are classified as fixed assets/long-term liabilities. The consumer financing portfolio is considered to be linked to commodity flows, which is why it is classified under current assets. Loans and receivables According to IAS 39 Financial instruments : Recognition and Measurement, financial instruments are classified under the scope of IAS 39 in the categories loans and receivables and other financial liabilities. Financial assets with regular or determinable cash flows that are not quoted in an active market are classified as loans and receivables. Accounts receivable and other receivables are measured at their amortized cost. Provisions for losses are booked when there are objective indications that the Group will not be paid as originally agreed. Significant financial problems for the debtor, the probability that the debtor will go bankrupt and defaulted payments are considered indications that receivables must be written down. The provision constitutes the difference between the nominal and recoverable amounts. Recoverable amounts are estimated based on a specific review of each individual item, combined with historical experience. The consolidated portfolio of loans for consumer financing is valued at amortized cost. Provisions for estimated losses on loans in conjunction with consumer financing are estimated on the basis of credit rating and the experience gained by the industry. The provision is made for the consumer loan portfolio as a whole. Inventories Stock-in-trade is valued at average cost or net realisable value, whichever is lower. Write-downs are taken on anticipated obsolescence. The provision for obsolescence is based on the rate of turnover, and the proportion of price protection and/or stock rotation from suppliers, among other things. Specific assessments are undertaken for the oldest items. Further, a provision for obsolescence for the rest of the stock is based on historical experience and on a best estimate. Tangible fixed assets Production equipment is capitalised at cost price on the date of acquisition. Depreciation takes into account any residual value and is calculated on a straight-line basis over its useful life. Writedowns are posted when the amount recognised on the balance sheet exceeds the recoverable amount. The term of depreciation and the need for write-downs are considered annually. Improvements in/the decoration of rented premises are expensed over the remaining lease period and/or the expected useful life. Intangible assets Computer software purchases are capitalised at acquisition cost (including the cost of making the programmes operative) and depreciated over the expected useful economic life (3 to 5 years). Other intangible assets are related to the purchase of supplier contracts. These are valued at acquisition cost and depreciated on the basis of the expected useful economic life of the asset based on additional future revenue. The cost of maintaining intangible assets is expensed, while additions, improvements and major upgrades are capitalised. Impair ment tests are applied to intangible assets when there is evidence of a decrease in value. Provision for service and warranty liabilities Provision for service and warranty liabilities covers future warranty commitments and other mandatory liabilities in conjunction with the products sold. The provision represents a best estimate based on historical data and future expectations. 57

58 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Dividends Dividends are classified as liabilities once they are adopted by the AGM. Tax On the income statement, tax expenses include tax payable for the period and the change in deferred tax/deferred tax assets. Tax payable for the period is made up of anticipated taxes payable on the year s taxable profit at the tax rates applicable on the balance sheet date and any corrections in tax payable for previous years. Tax payable and deferred tax/deferred tax assets are computed using a calculated tax rate based on the tax rate in the countries in which Komplett is liable to taxation. Deferred tax/deferred tax assets are calculated on the basis of the temporary differences that arise between balance sheet items for accounting purposes and those for tax purposes, as well as the tax-related deficit to be carried forward at the end of the fiscal year. Temporary differences that increase or decrease taxes, and which have been reversed or can be reversed during the same period, are assessed and booked at net values. Deferred tax assets are booked when it is likely that the Group will have sufficient tax related profit in subsequent periods to benefit from the tax advantage. For Group companies that have earned a loss and where there is no opportunity for a set-off, losses carried forward will be capitalized first when the companies have shown the ability to generate favourable earnings. Earnings per share The key ratio earnings per share is based on the net profit per time-weighted share, calculated on the basis of the actual number of days. The key ratio earnings per share after dilution is based on the same calculation as above, but also takes into account all potential ordinary shares that have been outstanding during the period, and that will have a diluting effect, i.e. decrease the earnings per share (EPS ) for the ordinary shares. Potential ordinary shares relate to agreements that entail the right to issue ordinary shares in future. Cash flow statement The cash flow statement has been compiled using the indirect method of accounting. The statement shows the net cash reserves. At 31 December, the Group had no lines of credit or the like included in its liquid reserves. Cash and cash equivalents Cash consists of cash in hand. Cash equivalents consist of bank deposits and short-term liquid investments that can immediately be converted into a given amount of cash. This type of investments entails low credit risk and a maximum maturity of 3 months. Some bank deposits have limitations that apply to the right of disposal. Reporting by segment A segment constitutes an identifiable part of the Group that delivers products or services within a separate financial environment that has a risk and return that differ from other segments. The Group considers the risk profile to be largely a factor of the individual distribution centres particular circumstances. In addition, the Group offers loans to customers and this business area has a different risk and returns profile. Based on the above, the Group s segments coincide with the Group s internal management reporting. Leasing Leases under which the Group takes over the substantial part of the risk and returns associated with the ownership of assets are financial leases. At present, the Group has no leases that are considered financial leases. Leases under which the substantial part of the risk and returns associated with the ownership of assets is not undertaken by the group are classified as operational 58

59 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA leasing agreements. Rental payments classified as operating costs are booked on a straight-line basis over the duration of the contract. Pension liabilities A pension plan under which the company has an obligation to provide a specific benefit in future is considered a defined benefit plan. Under such plans, future obligations and expenses are recognized over the contribution period. Schemes under which the company is only obligated to provide a specific sum are classified as deposit-based plans. Obligations to provide deposits for deposit-based pension plans are liabilities as they accrue. Uncertainty associated with estimates The Group s key accounting estimates are related to the following items: Provision for service and warranty liabilities Net realisable value of stock Recoverable amount of accounts receivable Recoverable amount of the consumer financing portfolio The scope of the Group s liabilities related to service and warranty liabilities depends on several parameters. These costs are associated with service and repairs covered by warranties, including the time used for repairs. Further, the percentage of returns is important, as is the return rate trend throughout the service and warranty period. These parameters are based on historical experience and are reconsidered on an ongoing basis. Reference is made to the uncertainty associated with these estimates because these parameters change over time. Estimates of the net realisable value of stock are based on assumptions about future selling prices. Future selling prices depend on market trends. As it might be difficult to predict future market trends, there will be uncertainty attached to the assumptions that apply to the future selling price. The recoverable amount of receivables and consumer loans is based on assumptions about future circumstances associated with the debtor, such as the willingness and ability to pay. Historical experience is used to make estimates for these parameters, and it carries some uncertainty as it can change over time. To the extent historical data is missing, estimates are based on industrial experience Auditing of Historical Financial Information The historical financial information for Komplett for the last three years has been audited by Ernst & Young. The auditor s reports do not express a qualified opinion and does not include any comments on specific points. KPMG has issued an assurance report on the preliminary pro forma financial information included in section 5.8. Ernst & Young s registered address is: Name: Ernst & Young AS Visiting address: Oslo Atrium, Christian Frederiks Plass 6, N-0154 Oslo Norway Postal address: Oslo Atrium, P.O. Box 20, N-0051 Oslo Norway Telephone: Fax:

60 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA KPMG s registered address is: Name: KPMG AS Visiting address: Sørkedalsveien 6, 0369 Oslo, Norway Postal address: P.O. Box 7000 Majorstuen, N-0306 OSLO Telephone: Fax: Ernst & Young and KPMG is member of Den Norske Revisorforening (The Norwegian Institute of Public Accountants) Dividend Policy Komplett s objective is to yield a competitive return on invested capital to the shareholders through a combination of share price development and dividends. In evaluating the dividend amount, the Board of Directors emphasises stable development, the company s dividend capacity, and the requirements for sound equity capital as well as for adequate financial resources to enable future growth. To achieve its long-term growth targets, it is Komplett s policy to maintain a high equity ratio; however, the company has a business model that allows for strong cash flow generation. Consequently, Komplett needs for growth can be met while also maintaining a dividend distribution as long as the Company is reaching targeted growth levels No significant change in financial or trading position There has not been any significant change in the financial or trading position of Komplett since 30 June 2007 and to the date of this Information Memorandum, except for the change related to the Merger with TCG Legal and Arbitration Proceedings Komplett is currently not involved in, and has not for the last 12 months been involved in, any governmental, legal or arbitration proceedings which may have, or have had in the recent past, significant effects on Komplett s and the Komplett group s financial position or profitability. Komplett is further not aware that any such proceedings are pending or threatening Share capital and shareholder matters Share capital Komplett registered share capital prior to the Merger is NOK 13,258,400.00, divided into 13,258,400 shares each with a nominal value of NOK The shares are fully paid. Komplett shares are issued in accordance with the Public Limited Companies Act. All shares are issued in electronic form in VPS with ISIN NO The company s Registrar is DnB NOR Bank ASA, Stranden 21, 0021 Oslo, Norway Historical development in the share capital Development in share capital NOK million 60

61 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Share capital per Split Share capital increase 119 Share capital per Share capital per Share capital per Share capital per Share capital per Share capital per Share capital increase Share capital per Authorisation to the Board of Directors to issue shares and acquire own shares A description of the authorisations granted to the Board of Directors to issue shares and acquire own shares is included in section above Convertible securities/warrants etc. There are no outstanding convertible securities/warrants etc Share rights Komplett has one class of shares, and all shares give equal rights in every respect. Each share is entitled to one vote at a general meeting of the shareholders of the company, and no shareholders enjoy different voting rights. The shares are freely transferable. As of the date of this Information Memorandum, to the knowledge of Komplett, there are no arrangements or agreements, which may at a subsequent date result in a change of control in the company. 61

62 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Share Price Development The shares in Komplett are listed on Oslo Børs. The graph below illustrates the share price performance and trading volume for the shares in Komplett since 2004 up to the date of this Information Memorandum: 180 2, ,000 Price (NOK) ,500 1,000 Volume (1,000) Jan-04 Jun-04 Nov-04 Apr-05 Sep-05 Feb-06 Jul-06 Dec-06 May-07 0 Volume Price Source: Datastream 6.23 Corporate Governance Komplett currently complies with the Norwegian Code of Practice for Corporate Governance issued on 28 December Material Contracts Komplett is not aware of any material contracts other than the agreements entered into in the ordinary course of business of Komplett. Currently to activities view as major are ongoing: - The integration of the Swedish Internet shopping company inwarehouse with Komplett in Sweden and Norway. - The installation of a new inventory handling system at Komplett s location in Sandefjord. Both activities are regulated by existing contracts and described in information already given to the financial market. 62

63 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 7 INFORMATION ABOUT TCG 7.1 About TCG TCG is an investment company with focus on companies related to distribution and sale of products and services over the internet. The TCG group consists of the fully owned subsidiaries Itegra AS, MPX.no AS, XD.no AS, Torp Distribusjon AS and TCG Kapital AS. Itegra AS is a distributor of data and consumer electronics. The company sells primarily to dealers. MPX.no AS and XD.no AS are both internet shops. Both companies offer products within the data, consumer electronics and home/leisure to consumers, businesses and public services segments. XD.no has an aggressive price profile. Torp Distribusjon AS is a distribution company, and carries out all physical handling (distribution) of goods. TCG Kapital AS is a debt collection company. The company handles the TCG group s collections and also has external customers. In addition, TCG owns 100 percent of Micro Parts Express Sweden AB, a company with no employees and limited operations. TCG and its subsidiaries have their head office in Sandefjord, Norway. 7.2 Board of Directors TCG s Board of Directors consists of the following persons: Gunnar Bjønness, Chairman Vivi-Ann Hilde, Director Svein Vier Simensen, Director Severin Skaugen, Director Agnes Beathe Steen Fosse, Director Bjørn Erik Tholfsen, Director 7.3 Management The following persons constitute the management group in TCG: Ole Vinje, CEO Per Håvard Evensen, CFO Frank Wirum, Executive Vice President Ingebjørg Tollnes, Head of marketing Anton Hagberg, Head of logistics Lars Seeberg, Head Itegra Tom Tychesen, Head of MPX.no AS Stian Gabrielsen, Head of MPX Bedrift Hugo Rask-Jensen, Corporate development MPX.no AS 7.4 Employees As of 30 June 2007 TCG had 150 employees. The company had 131, 108 and 58 employees be the end of 2006, 2005 and 2004 respectively 63

64 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 7.5 Key figures Figures in NOK million Total operating revenues Operating profit Ordinary pretax profit 2004 NGAAP (audited) 2005 IFRS (audited) 2006 IFRS (audited) 1H 2006 IFRS (unaudited) 1H 2007 IFRS (unaudited) Q IFRS (unaudited) Q IFRS (unaudited) Net profit Earnings per share Total fixed assets Total current assets TOTAL ASSETS Total equity Total liabilities TOTAL LIABILITIES AND EQUITY TCG s figures from 2005 to 1H 2007 have been converted to IFRS. The only adjustments related to the IFRS conversion have been that goodwill is not amortized and dividend is treated as equity. There have been no significant changes in the financial or trading position of TCG subsequent to 30 June Incorporation, registered office TCG (Torp Computing Group ASA) is a Norwegian public limited liability company pursuant to the Norwegian Public Limited Companies Act of 13 June 1997 no. 45, with registered office in Østre Kullerød 5, 3241 Sandefjord, Norway, with telephone and telefax TCG s registration number is The company was incorporated in TCG s registered share capital before the Merger is NOK 10,415,840 divided into 10,415,840 shares each with a nominal value of NOK 1.00, fully paid. TCG s shares are traded on the Norwegian Securities Dealers Association s OTC list. 7.7 Trend information TCG is not aware of any significant changes or new trends within the TCG group s productions, sales or inventory and costs and selling prices since the end of TCG is not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the company s prospects. 7.8 Conflicts of Interests etc. There are no potential conflicts of interests between the management s and the directors duties to TCG, and their private interests and/or other duties, other than as mentioned in the preceding sections. 64

65 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 7.9 Related party transactions The Chairman of the Board of Directors of TCG, Gunnar Bjønness, owns, directly and indirectly, 20 % of Torp IT AS, which owns the building where the offices of TCG are located, and 12.5 % of Multicase Norge AS, which owns the Multicase system used by TCG. Apart from this, the company has not entered into any transactions with shareholders, members of the Board, members of management or close associates of any such parties for the last three years other than such transactions as form a normal part of stock exchange activities Legal and Arbitration TCG is currently not involved in, and has not for the last 12 months been involved in, any governmental, legal or arbitration proceedings which may have, or have had in the recent past, significant effects on TCG s and the TCG group s financial position or profitability. TCG is further not aware that any such proceedings are pending or threatening Material Contracts In May 2007 TCG signed a contract with a new warehouse facility under construction in Sandefjord, Norway, which is expect to finished during the summer The warehouse is only 200 meter from Komplett s warehouse in Sandefjord. 65

66 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 8 MARKET OVERVIEW 8.1 Strong overall consumer electronics market The Norwegian consumer electronics market has enjoyed strong growth in recent years following the dotcom crash at the turn of the century. A strong Norwegian economy and low interest rates have been the main drivers. Furthermore, the launch of popular electronic devices and data equipment affect market growth from time to time. Portable PCs are an example of a growth driver in recent years. The sale of flat screen TVs is also booming. The Company believes the trends supporting the growth of the Norwegian consumer electronics market will continue to create a healthy overall market climate for consumer electronics. Figure: Norwegian retail consumer electronics market development 30, % 25, % NOK million 20,000 15,000 10, % 10.0% 5.0% 0.0% 5, % % Consumer electronics market revenues, Norway Growth y/y Source: Norwegian Consumer Electronics Trade Foundation The retail market for consumer electronics in the retail channel in Norway grew 12 percent to NOK 28.5 billion in In addition, there are markets for other product areas such as white goods and home and leisure products and to the professional market with business to business sales and Komplett estimates the total market size for its products to be around NOK 41 billion in A significant share of the products are sold directly from the manufacturer to the dealer and hence not through any distributor. Komplett estimates the Norwegian wholesale market to be around million NOK. Komplett estimates that the overall market in Sweden is roughly twice the size of that in Norway, while the overall UK market is believed to be about 10 times larger than the Norwegian market. As a sales/distribution channel, ecommerce is expected to grow significantly in the years ahead. 8.2 Competitive environment The Market for computers, consumer electronics and white goods in most countries in Europe have been growing steadily over the last years, and in most countries larger retail stores are the major player. In Norway the largest players are Elkjøp, Expert and Elprice, and in Sweden Elgiganten (Elkjøp), Expert, Siba, Mediamarkt, NetOnNet and OnOff. There are also a vast number of companies focusing on sales to the professional (corporate and public sector) market like Ementor, 66

67 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Umoe and Ergo in Norway. In addition some companies focus on distance sales through tele- and web sales, such as PS Data, CDon, Netshop and Dropzone in Norway, and Dustin in Sweden. Most retailers (like Siba, Elkjøp, Expert etc) and corporate sales companies (like Ementor and Ergo) also sell their products online. Still a huge portion of sales are done by the traditional sales channel of physical shops where the customer shows up in the retail store and buy the goods from a person. The Internet shopping sales channel are growing and Internet shops are partly new market players and partly a new a complementary sales channel for existing traditional retail stores. Earlier Komplett operated both retail stores and Internet shopping in this market. In 2003 the retail stores were sold in a management buyout and Komplett now focus 100% on growing the Internet shopping sales channel in the market for computers, computer components, consumer electronics, white goods and related products. 8.3 E-commerce E-commerce was one of the most hyped buzzwords during the IT and Internet stock market mania in Although the share prices of most e-commerce companies has since come down from ludicrously high levels, the market trend has more or less developed as expected. According to US Department of Commerce statistics, US e-commerce retail sales have grown at a rate of around 20-25% y-o-y in recent years. As a share of the overall US sale value (excluding food), e- commerce has grown from 0.9% in Q to 3.2% in Q Although growth has been impressive, note that the e-commerce share of US retail sales is still very low. US e-commerce retail sales and Y/Y growth rate US e-commerce share of total retial sales 80% 35,000 3,5 % Growth Y/Y 70% 60% 50% 40% 30% 20% 10% 30,000 25,000 20,000 15,000 10,000 5,000 USDm (seasonally adjusted) 3,0 % 2,5 % 2,0 % 1,5 % 1,0 % 0,5 % 0% Q100 Q300 Q101 Q301 Q102 Q302 Q103 Q303 Q104 Q304 Q105 Q305 Q106 Q306 Q107 0 Q100 Q300 Q101 Q301 Q102 Q302 Q103 Q303 Q104 Q304 Q105 Q305 Q106 Q306 Q107 0,0 % Source: US Census bureau 8.4 Attractive macro drivers There are several macro drivers that make e-commerce attractive, these are among others: Price Products sold over the Internet are often priced more cheaply than in traditional stores, due to more efficient logistics/lower distribution costs (it costs less to run an Internet-based shop than a physical store) Convenience Shopping on the Internet is normally less time-consuming than traveling around in crowded cities from store to store Flexibility You can shop whenever you wish, irrespective of opening hours. No need for logistics related to shopping as products can be delivered directly to the customer. 67

68 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Ease of comparing prices There are several free search services on the Internet specializing in price comparison. In addition, moving from e-shop to e-shop to check prices is much easier than surveying prices in traditional stores Novelty When shopping on the Internet you have the possibility of purchasing unique products not available in your town or country Surging broadband deployment The consumer broadband market has been growing at an explosive rate. In Europe, this is primarily driven by xdsl deployment. The share of households that have installed broadband reached 55% in Norway and 49% in Sweden by the end of 2006, according to the national telecommunication bureaus. It is expected that broadband growth will continue for the next few years, but penetration growth will slow down considerably when it approaches 60-70% of households. The advantages of broadband tend to boost overall Internet usage and make activities such as e-commerce more convenient. 8.5 Strong potential for further growth As e-commerce s share of retail sales is only about 3.2%, there should be no short-term limitations to further growth, as a significant part of the population has still never tried e-commerce, or only uses e-commerce to a limited extent. However, note that certain products are unsuitable for sale through the Internet, which will limit long-term potential. The share of total trade within segments suited to e-commerce, such as books and PC equipment, is higher than for the total market. The Company is not aware of statistics for the Norwegian or the European market that are equivalent to US e-commerce statistics. However, data from Statistics Norway illustrate strong growth for e-commerce in this country. According to Statistics Norway, Internet-based sales by Norwegian businesses, with at least 10 employees, have grown from about NOK 9 billion in 1999 to about NOK 100 billion in 2005 or about 6 percent of total sales. According to a survey by Opinion on behalf of Komplett in 2005, 50% of respondents said they had bought books, PC equipment and films over the Internet in the past year. Furthermore, an even higher proportion of respondents said they planned to buy those articles over the Internet in the next 12 months. 68

69 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Figure: People having purchased products over the Internet 69

70 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 9 MAJOR SHAREHOLDERS The 20 largest shareholders in Komplett as registered by the VPS on 6 September 2007 were: Shareholder No. of shares Percentage CANICA INVEST AS 2,281, % CANICA AS 1,905, % STAVSMARK AS 1,150, % BROWN BROTHERS HARRIMAN & CO 1,000, % PARETO AKSJE NORGE 863, % NORDEA BANK PLC FINLAND NIFC 662, % DAGBLADET INVEST P713AK 505, % SAUAR OLE TORGER 420, % PARETO AKTIV 383, % VERDIPAPIRFONDET NORDEA VEKST 304, % SEVERINSEN ATLE VADUM 205, % VERDIPAPIRFONDET DANSKE FUND NOR 155, % JPMBLSA 151, % THURESSON BENGT OLOF 150, % STIFTELSEN STATOILS PENSJONSKASSE 145, % MP PENSJON 144, % VERDIPAPIRFONDET NORDEA AVKASTNING 132, % VERDIPAPIRFONDET NORDEA SMB 130, % NORDEA BANK DENMARK AS 122, % STATOIL FORSIKRING AS 86, % TOP 20 10,902, % Other 2,356, % TOTAL 13,258, % The 20 largest shareholders in TCG as registered by the VPS on 6 September 2007 were: Shareholder No. of shares Percentage CANICA INVEST AS 2,767, % AMALIE AS 1,206, % BYTE CONSULT AS 961, % ASTON HOLDING AS 818, % ALCIDES HOLDING AS 730, % WIRUM FRANK ROBERT HILMARSEN 452, % HOOD INVEST AS 363, % VINCON AS 328, % SIKA INVEST AS 319, % SEEBERG LARS 285, % FJELLSTRAND AS 238, % PETTERSEN BENGT NORDSTRØM 170, % LARSEN OLE MORTEN HYSTAD 166, % BJURSTEDT ATLE 143, % KJOSS MORTEN 139, % RASK-JENSEN HUGO 134, % NAGELL THOR 70, % ASTON CAPITAL AS 62, % FOSSENGEN TERJE 60, % HAGBERG ANTON 60, % TOP 20 9,477, % Other 938, % TOTAL 10,415, % 70

71 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Following the Merger, based on the shareholders in Komplett and TCG registered in the VPS on 6 September 2007, the 20 largest shareholders in the Merged Company will be: Shareholder No. of shares Percentage CANICA INVEST AS 3,211, % CANICA AS 1,905, % STAVSMARK AS 1,150, % BROWN BROTHERS HARRIMAN & CO 1,000, % PARETO AKSJE NORGE 863, % NORDEA BANK PLC FINLAND NIFC 662, % DAGBLADET INVEST P713AK 505, % SAUAR OLE TORGER 420, % AMALIE AS 405, % PARETO AKTIV 383, % BYTE CONSULT AS 323, % VERDIPAPIRFONDET NORDEA VEKST 304, % ASTON HOLDING AS 275, % ALCIDES HOLDING AS 245, % SEVERINSEN ATLE VADUM 205, % VERDIPAPIRFONDET DANSKE FUND NOR 155, % WIRUM FRANK ROBERT HILMARSEN 152, % JPMBLSA 151, % THURESSON BENGT OLOF 150, % STIFTELSEN STATOILS PENSJONSKASSE 145, % TOP 20 12,610, % Others 4,149, % TOTAL 16,759, % Neither Komplett nor TCG are aware of any shareholder agreements among the companies shareholders. To the knowledge of Komplett, Komplett is not for purposes of Norwegian law, directly or indirectly, controlled by another corporation or by any foreign government. 71

72 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 10 DOCUMENTS ON DISPLAY Copies of the following documents will, during the life of this Information Memorandum, be available for inspection at any time during normal business hours on any business day, free of charge, at the registered office of the respective companies up until the completion of the Merger and at the registered office of the Merged Company as from the completion of the Merger (see section 5.5, 6.2 and 7.6): The Merger Plan dated 6 September 2007, including appendices The annual consolidated financial statements of Komplett for the years Komplett s Articles of Association and the Merged Company s proposed Articles of Association All other reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at Komplett s or TCG s request, any part of which is included or referred to in this Information Memorandum. Komplett s Policies are available on the company s web-page Komplett s Memorandum of Association 72

73 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 11 KEY INFORMATION 11.1 Working Capital Statement The Merged Company s working capital will be sufficient to cover present requirements for at least the 12 coming months Capitalization and Indebtedness The table below shows a statement of capitalization and indebtedness (distinguishing between guaranteed and unguaranteed, secured and unsecured indebtedness) as of 30 June 2007 for the Merged Company, whereby the effects of the Merger on debt and equity is included. The table should be read together with the relevant financial statements and the related notes thereto. The below table is prepared for illustrative purposes only. Capitalisation and indebtedness as of 30 June 2007 IFRS figures in NOK million Current debt Guaranteed 0 Secured Unguaranteed / unsecured Total current debt (A) Non-current debt Guaranteed 0.0 Secured 0.0 Unguaranteed / unsecured 47.6 Total non-current debt (B) 47.6 Shareholders equity Share capital 16.8 Legal reserve Other reserves Total shareholders equity (C) Minority share (D) 0.7 Total capitalisation (A+B+C+D) Cash 57.5 Cash equivalents 0.0 Trading securities 0.0 Liquidity (E) 57.5 Current financial receivables (F) 0.0 Current bank debt Current portion of non current debt 0.0 Other current financial debt 0.0 Current financial debt (G) Net current financial indebtedness (G-F-E) (H) 49.4 Non-current bank loans 0.0 Bonds issued 0.0 Other non-current loans 0.0 Non-current financial debt (H) 0.0 Net financial indebtedness (F-G)

74 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 12 TAXATION IN NORWAY The statements herein regarding taxation are unless otherwise stated based on the laws in force in Norway as of the date of this Information Memorandum, and are subject to any changes in law occurring after such date, changes which, in respect of Norwegian taxes, could be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, own or dispose of the Shares. Furthermore, the summary only focuses on the shareholder categories explicitly mentioned below (personal shareholders and limited liability companies). Investors should consult their professional advisors on the possible tax consequences of their subscribing for, purchasing, holding, selling or redeeming Shares under the laws of their countries of citizenship, residence, ordinary residence or domicile. Please note that for the purpose of the summary below, a reference to a Norwegian or foreign shareholder refers to the tax residency rather than the nationality of the shareholder The merger Tax consequences for the company Provided that the merger is considered a tax free merger according to the Norwegian Tax Act chapter 11, it will not trigger tax in Norway for the companies. Komplett will assume all tax positions from TCG, including the tax values and acquisition dates related to the assets, rights and obligations transferred as part of the merger Tax consequences for the shareholders The merger will not be taxable for the shareholders. Tax positions related to the shares in TCG, including the acquisition date, cost price and calculated allowance, will be transferred to the shares received in Komplett Sale of the fractional shares Fractions of shares will not be issued as part of the merger. The fractions will be aggregated and sold, and the net proceeds will be distributed to the relevant shareholders. Capital gains will be taxable at 28 % for the receiving shareholders who are individuals resident in Norway for tax purposes ( Norwegian personal shareholders ), and exempt from taxation for shareholders who are limited liability companies resident in Norway for tax purposes ( Norwegian corporate shareholders ). Foreign shareholders are advised to consult their local advisors on possible tax consequences in their respective jurisdiction Norwegian Shareholders Taxation of dividends Norwegian personal shareholders Dividends received by Norwegian personal shareholders are taxable as ordinary income for such shareholders at a flat rate of 28%. Norwegian personal shareholders are however entitled to deduct a calculated allowance when calculating their taxable dividend income. The allowance is calculated on a share-by-share basis. For shares acquired after 1 January 2006, the allowance for each share is equal to the cost price of the share multiplied by a determined risk free interest rate. For shares acquired prior to 1 January 2006, the cost price include accumulated RISK adjustments per 1 January 2006 (RISK is the Norwegian abbreviation for the variation of the company's retained earnings after tax during the ownership of the shareholder). 74

75 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA The allowance is calculated for each calendar year, and is allocated solely to Norwegian personal shareholders holding shares at the expiration of the relevant calendar year. Norwegian personal shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. Any part of the calculated allowance one year exceeding the dividend distributed on the share can be added to the cost price of the share and included in the basis for calculating the allowance the following years. Norwegian corporate shareholders Dividends distributed to Norwegian corporate shareholders are not taxable for such shareholders Capital gains tax Norwegian personal shareholders Sale, redemption or other disposal of shares is considered a realization for Norwegian tax purposes. A capital gain or loss generated by a Norwegian personal shareholder through a realization of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the basis for computation of ordinary income in the year of disposal. The ordinary income is taxable at a rate of 28%. The gain is subject to tax and the loss is tax deductible irrespective of the duration of the ownership and the number of shares disposed of. The taxable gain/loss deductible is equal to the sales price less the Norwegian personal shareholder s cost price of the shares, including costs incurred in relation to the acquisition or realization of the share. From this capital gain, Norwegian personal shareholders are entitled to deduct a calculated allowance, provided that such allowance has not already been used to reduce taxable dividend income, see Taxation of dividends- Norwegian personal shareholders. For shares acquired after 1 January 2006, the allowance for each share is equal to the cost price of the share multiplied by a determined risk free interest rate. For shares acquired prior to 1 January 2006, the cost price includes accumulated RISK adjustments per 1 January The allowance is calculated for each calendar year, and is allocated solely to Norwegian personal shareholders holding shares at the expiration of the relevant calendar year. Norwegian personal shareholders who transfer shares will thus not be entitled to deduct any calculated allowance related to the year of transfer. The allowance may only be deducted in order to reduce a taxable gain, and may not be deducted in order to increase or produce a deductible loss. If the Norwegian personal shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in first-out basis. Norwegian personal shareholders who move abroad and cease to be tax resident in Norway as a result of this, are deemed taxable in Norway for any potential gain related to the shares held at the time the tax residency ceased, as if the shares were realized for tax purposes at this time. Gains of NOK 500,000 or less are not taxable. Potential losses are as a main rule not deductible. If the person moves to a jurisdiction within the European Economic Area ( EEA ), potential losses related to shares held at the time tax residency ceases will be tax deducible when exceeding the NOK 500,000 threshold. The actual taxation (loss deduction) will occur at the time the shares are actually realized for tax purposes. If the shares are not realized for tax purposes within five years after the shareholder ceased to be resident in Norway for tax purposes, or was regarded as tax resident in another jurisdiction according to an applicable tax treaty, the tax liability calculated under these provisions will not apply. 75

76 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA Norwegian corporate shareholders Norwegian corporate shareholders are exempt from tax on capital gains upon the realization of shares, and losses related to such realization are not tax deductible Net Wealth Tax Norwegian personal shareholders The value of shares is included in the basis for the computation of wealth tax imposed on Norwegian personal shareholders. Currently, the marginal wealth tax rate is 1.1% of the value assessed. The value for assessment purposes for shares listed on Oslo Børs is 85% of the listed value as of January 1 in the year of assessment. Norwegian corporate shareholders Norwegian corporate shareholders are not subject to wealth tax Foreign shareholders Taxation of dividends Foreign personal shareholders Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes ( Foreign personal shareholders ), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. The withholding obligation lies with the company distributing the dividends. Foreign personal shareholders resident within the EEA are subject to withholding tax, ref above, but may be entitled to a partial refund of the withholding tax. The refund may be granted on the basis of an application from the Foreign personal shareholder, and will, if granted, equal (in full or partially) the calculated allowance granted to Norwegian personal shareholders, see Taxation of dividends Norwegian personal shareholders above. If a Foreign personal shareholder is carrying on business activities in Norway and the relevant shares are effectively connected with such activities, the shareholder will be subject to the same taxation as a Norwegian shareholder, as described above. Foreign corporate shareholders Dividends distributed to shareholders who are limited liability companies not resident in Norway for tax purposes ( Foreign corporate shareholders ), are as a general rule subject to withholding tax at a rate of 25%. The withholding tax rate of 25% is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. Dividends distributed to Foreign corporate shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax, provided that the shareholder is the beneficial owner of the shares. Foreign shareholders who have suffered a higher withholding tax than set out in an applicable tax treaty may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted. Nominee registered shares will be subject to withholding tax at a rate of 25% unless the nominee has obtained approval from the Norwegian Tax Directorate for the dividend to be subject to a lower withholding tax rate. To obtain such approval the nominee is required to file a summary to the tax authorities including all beneficial owners that are subject to withholding tax at a reduced rate. 76

77 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA If a Foreign corporate shareholder is carrying on business activities in Norway and the relevant shares are effectively connected with such activities, the shareholder will be subject to the same taxation as a Norwegian corporate shareholder, as described above Capital gains tax Foreign personal shareholders Gains from the sale or other disposal of shares by a Foreign shareholder will not be subject to taxation in Norway unless the Foreign shareholder (i) holds the shares in connection with the conduct of a trade or business in Norway or (ii) has been a tax resident of Norway within the five calendar years preceding the year of the sale or disposition (and whose gains are not exempt pursuant to the provisions of an applicable income tax treaty). Foreign corporate shareholders Capital gains derived by the sale or other realization of shares by foreign corporate shareholders are not subject to taxation in Norway Net wealth tax Shareholders not resident in Norway for tax purposes are not subject to Norwegian net wealth tax. Foreign personal shareholders can however be taxable if the shareholding is effectively connected to the conduct of trade or business in Norway Inheritance Tax Upon transfer of shares by way of inheritance or gift, the transfer may be subject to Norwegian inheritance or gift tax. However, such transfer is not subject to Norwegian tax if the donor/deceased was neither a national nor resident in Norway for tax purposes. The basis for the computation of inheritance tax is the marked value at the time the transfer takes place. The rate is progressive from 0 to 30 percent. For inheritance and gifts from parents to children, the maximum rate is 20 percent. 77

78 INFORMATION MEMORANDUM Merger of Komplett ASA and Torp Computing Group ASA 13 DEFINITIONS AND GLOSSARY OF TERMS The following definitions and glossary apply in this Information Memorandum unless otherwise dictated by the context, including the foregoing pages of this Information Memorandum. Definitions EBITDA Information Memorandum ISIN IFRS Manager Merger Merged Company Merger Plan NGAAP NOK Komplett KOM Oslo Børs Public Limited Companies Act TCG U.S. VPS Earnings before interest, taxes, depreciation and amortisation This information memorandum International Securities Identification Number International Financial Reporting Standards SEB Enskilda ASA The merger between Komplett ASA and Torp Computing Group ASA Komplett ASA after the Merger The merger plan entered into by the Boards of Directors of Komplett ASA and Torp Computing Group ASA on 6 September 2007 Norwegian General Accepted Accounting Principles The currency of the Kingdom of Norway (Norwegian krone) Komplett ASA Komplett s ticker on Oslo Børs Oslo Børs ASA (The Oslo Stock Exchange) The Act of 13 June 1997 no 45 on Public Limited Companies Torp Computing Group ASA United States of America The Norwegian Central Securities Depository 78

79 Appendix 1: Merger Plan with appendices, including consolidated financial statements for Komplett ASA and Torp Computing Group ASA for 2004, 2005 and

80 MERGER PLAN for the merger between Komplett ASA and Torp Computing Group ASA /3 1

81 CONTENTS Page 1 BACKGROUND RATIONALE FOR THE MERGER THE MERGER PROCEDURE AND THE NAME AND REGISTERED OFFICE OF THE MERGED COMPANY MERGER CONSIDERATION AND EXCHANGE RATIO DATES CONDITIONS FOR THE MERGER S ENTRY INTO FORCE PROPOSAL FOR THE RESOLUTION FOR A CAPITAL INCREASE PROPOSALS FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION BOARD OF DIRECTORS, MANAGING DIRECTOR AND AUDITOR IMPLEMENTATION OF THE MERGER INTERIM BALANCE SHEET AND DRAFT OPENING BALANCE SHEET ETC CHANGES TO THE MERGER PLAN IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES AND THE ORGANISATION ORGANIZATION OF THE MERGED COMPANY CONDITIONS FOR EXERCISING SHAREHOLDER RIGHTS IN KOMPLETT DISTRIBUTION TO SHAREHOLDERS OTHER LIMITATIONS NO SPECIAL BENEFITS/RIGHTS FOR BOARD MEMBERS ETC INFORMATION TERMINATION AND INDEMNITY DISPUTE RESOLUTION...10 Appendices Appendix 1 Appendix 2 Appendix 3 Appendix 4 Articles of Association of Komplett ASA. Articles of Association of Torp Computing Group ASA. Articles of Association of Komplett ASA after the merger. Komplett ASA s annual accounts, annual reports and auditor reports for the last three financial years. Appendix 5 Torp Computing Group ASA s annual accounts, annual reports and auditor reports for the last three financial years /3 81 2

82 Appendix 6 Interim balance sheet for Komplett ASA as of 30 June 2007, audited. Appendix 7 Interim balance sheet for Torp Computing Group ASA as of 30 June 2007, audited. Appendix 8 Draft opening balance sheet for Komplett ASA. Appendix 9 Auditor s statement concerning the opening balance sheet /3 82 3

83 MERGER PLAN This merger plan is entered into on 6 September 2007 between: (1) Komplett ASA, Business Registration No , Østre Kullerød 4, 3241 Sandefjord ( Komplett ), and (2) Torp Computing Group ASA, Business Registration No , Østre Kullerød 5, 3241 Sandefjord ( TCG ), hereinafter each a Party and collectively the Parties. 1 BACKGROUND On 17 June 2007, the Boards of Directors of Komplett and TCG entered into an integration agreement to negotiate the merger of Komplett and TCG (the Merger ). The contemplated Merger was announced to the market on 18 June After having conducted a mutual due diligence, the Boards of Directors have agreed to this merger plan which shall be presented to the General Meetings of each of the Parties for approval. In addition to approval from the General Meetings of each of the Parties, the entry into force of the Merger will be subject to certain other conditions, cf. Section 6 below. 2 RATIONALE FOR THE MERGER The Boards of Directors rationale for the Merger is primarily that a merger of Komplett and TCG will create an efficient European market player within Internet based commerce (e-commerce). Komplett is one of Europe s leading market players within e-commerce with 13 Internet shops in 10 countries. TCG owns the Internet shops mpx.no and xd.no which sell to end users and itegra.no which sells to vendors in Norway. The Merger will create a sound basis for continued long term profitable growth. Both Komplett and TCG have successfully developed expertise and technological solutions in a demanding international competitive situation. E-commerce is continually being developed and the merged company will be a very solid market player which can pursue international opportunities with additional force. The ambition is that the merged company will be able to offer the European Internet customers the best total purchasing experience for computer equipment, consumer electronics and white goods. Better purchasing terms and joint development are among the areas where it is expected that synergies can be achieved. 3 THE MERGER PROCEDURE AND THE NAME AND REGISTERED OFFICE OF THE MERGED COMPANY The Merger shall be carried out pursuant to Chapter 13 of the Public Limited Companies Act and Chapter 11 of the Taxation Act as well as the regulations contained in the Accounting Act and international standards for financial reporting which are set by the EU. The Merger shall be /3 83 4

84 implemented as a transaction with TCG s assets and liabilities as contribution in kind at their actual value. From a company law perspective, the Merger will be carried out through Komplett s acquisition of TCG s assets, rights and obligations in their entirety. TCG shall be dissolved and the shareholders of TCG will receive consideration in the form of shares in Komplett upon the increase in Komplett s share capital as described in Sections 4 and 7 below. The name of the merged company shall be Komplett ASA. The merged company shall have its registered offices in Sandefjord Municipality. 4 MERGER CONSIDERATION AND EXCHANGE RATIO In connection with the negotiations between the Parties in relation to the integration agreement, Komplett was valued at NOK and TCG was valued at NOK as of 17 June The valuation was based on there being shares in Komplett and shares in TCG. None of the Parties have issued rights in the form of options, subscription rights, convertible loans or other financial instruments that could result in the issuing of additional shares in the companies. The valuation of the Parties was based on the market value of the Parties on the Oslo Stock Exchange and the OTC list respectively over a period, and negotiations between the Parties. The merger consideration shall be paid entirely in shares and the shareholders in TCG shall receive a total of shares in Komplett, each with a nominal value of NOK 1. One share in TCG with a nominal value of NOK 1 shall therefore give new shares in Komplett. No consideration shares shall be issued for TCG s potential holdings of own shares or for any shares Komplett owns in TCG. The shares shall be obtained through a share capital increase in Komplett of NOK through the issue of new shares. The new shares shall in all respects rank equally with the existing shares in Komplett. Fractions of shares will not be issued. Instead such fractions will be combined into whole shares which will be sold. The consideration will be divided proportionately between the shareholders that should have had fractions. The share sale and division of the consideration shall be arranged by SEB Enskilda ASA. 5 DATES 5.1 Entry into force of the Merger The Merger shall, from a company law perspective, enter into force when the creditors two month deadline to claim payment or security has expired and the Merger s entry into force has been registered in the Register of Business Enterprises, cf. Article of the Public Limited Liability Companies Act. The aim is to make the registration at the end of December On the date of the entry into force the following effects of the Merger will occur: a) TCG is dissolved, /3 84 5

85 b) 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 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 /3 85 6

86 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 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 , from NOK to NOK , through the issue of 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 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 /3 86 7

87 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 , divided into 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 (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 /3 87 8

88 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 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 /3 88 9

89 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. * * * /

90 Sandefjord, 6 September 2007 The Board of Directors of Komplett ASA Ingvild Huseby Odd Johnny Winge Peter A. Ruzicka Anne Lise Meyer Elin Ertsås Arnt Ree Bengt Thuresson Chairman of the Board The Board of Directors of Torp Computing Group ASA Bjørn Erik Tholfsen Severin Skaugen Svein Simensen Agnes Beathe Steen Fosse Vivi-Ann Hilde Gunnar Bjønness Chairman of the Board /

91 Appendices Appendix 1 Appendix 2 Appendix 3 Appendix 4 Articles of Association of Komplett ASA. Articles of Association of Torp Computing Group ASA. Articles of Association of Komplett ASA after the merger. Komplett ASA s annual accounts, annual reports and auditor reports for the last three financial years. Appendix 5 Torp Computing Group ASA s annual accounts, annual reports and auditor reports for the last three financial years. Appendix 6 Interim balance sheet for Komplett ASA as of 30 June 2007, audited. Appendix 7 Interim balance sheet for Torp Computing Group ASA as of 30 June 2007, audited. Appendix 8 Draft opening balance sheet for Komplett ASA. Appendix 9 Auditor s statement concerning the opening balance sheet. 91

92 Appendix 1 Articles of Association of Komplett ASA. 92

93 Articles of Association for KOMPLETT ASA as of 9 May The name of the company is Komplett ASA. The company is a public limited company. 2 The company's registered office is in the municipality of Sandefjord (Norway). 3 The company's object is to engage in: Trading in computer equipment, electronics and other goods, as well as participation in other companies and undertakings. 4 The company's share capital is NOK , divided into shares with a nominal value of NOK 1. 5 The company's Board of Directors shall have from 4 to 7 members. The Board of Directors is elected for one year at the time. Directors are eligible for re-election. In the event of a tie vote, the Chairman shall have the casting vote. At the same time as the Board of Directors is elected, a Nomination Committee consisting of a minimum of 2 and a maximum of 4 members shall be elected. The Nomination Committee shall be elected for one year at the time. 6 The Board of Directors represents the company to the outside world and can sign on behalf of the company. The Board of Directors can empower directors, the CEO or named employees to sign on behalf of the company. The Board of Directors can grant power of procuration. 7 The Annual General Meeting shall: 1 Approve the annual accounts and the Directors' Report, including the payment of dividends. 2 Stipulate the directors' fees and approve the remuneration to the auditor. 3 Elect directors and an auditor. 4 Deal with other items which, pursuant to legislation or the Articles of Association, should be addressed by the AGM /1 93 1

94 Appendix 2 Articles of Association of Torp Computing Group ASA. 94

95 Articles of Association for TORP COMPUTING GROUP ASA (last amended 19 December 2005) 1 The name of the company is Torp Computing Group ASA. The company s registered office is in the municipality of Sandefjord (Norway). 2 The company's object is to engage in purchase and sale of goods and services. The company may participate in other companies. 3 4 The company's share capital is NOK , divided into shares, each with a nominal value of NOK 1. The company s shares are to be registered in Verdipapirsentralen (The Norwegian Central Securities Depository). The company's Board of Directors shall have from three to six members. The General Meeting may also decide to elect deputy members. 5 6 The Chairman of the Board together with one board member, or three board members jointly, are empowered to sign for the company. The Board of Directors may grant power of procuration. The Annual General Meeting shall handle: 7 1 The annual accounts. 2 Other items which, pursuant to legislation or the Articles of Association, should be addressed by the General Meeting /1 95 1

96 Appendix 3 Articles of Association of Komplett ASA after the merger. 96

97 Articles of Association for KOMPLETT ASA (last amended 11 October 2007, in force from the entry into force of the merger between Komplett ASA and Torp Computing Group ASA) 1 The name of the company is Komplett ASA. The company is a public limited company. 2 The company's registered office is in the municipality of Sandefjord (Norway). 3 The company's object is to engage in: Trading in computer equipment, electronics and other goods, as well as participation in other companies and undertakings. 4 The company's share capital is NOK , divided into shares, each with a nominal value of NOK 1. 5 The company's Board of Directors shall have from 4 to 7 members. The Board of Directors is elected for one year at the time. Directors are eligible for re-election. In the event of a tie vote, the Chairman shall have the casting vote. At the same time as the Board of Directors is elected, a Nomination Committee consisting of a minimum of 2 and a maximum of 4 members shall be elected. The Nomination Committee shall be elected for one year at the time. 6 The Board of Directors represents the company to the outside world and can sign on behalf of the company. The Board of Directors can empower directors, the CEO or named employees to sign on behalf of the company. The Board of Directors can grant power of procuration. 7 The Annual General Meeting shall: 1 Approve the annual accounts and the Directors' Report, including the payment of dividends. 2 Stipulate the directors' fees and approve the remuneration to the auditor. 3 Elect directors and an auditor. 4 Deal with other items which, pursuant to legislation or the Articles of Association, should be addressed by the AGM /1 97 1

98 Appendix 4 Komplett ASA s annual accounts, annual reports and auditor reports for the last three financial years. 98

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183 Appendix 5 Torp Computing Group ASA s annual accounts, annual reports and auditor reports for the last three financial years. 183

184 Translated into English for information purposes only The Board of Director s Annual Report Torp Computing Group ASA (TCG) TCG is an investment company primarily investing in companies participating in web-based selling and distribution of products and services. The consolidated statements consist of Torp Computing Group ASA (the Company) and its 100% owned subsidiaries: Itegra AS, MPX.no AS, XD.no AS and TCG Kapital AS (together the Group). MPX.no AS was formerly named Web Distribution AS but changed its name in XD.no AS was formerly part of Web Distribution AS, but has been established as a 100%-owned subsidiary of MPX.no AS in Itegra AS is a wide scale distributor of data and consumer electronics. The company only sells to distributors. MPX.no AS and XD.no AS are two web-based stores. Both stores are selling brand name consumer electronics. These stores also sell products related to home and leisure activities to private persons, companies and public enterprises. XD.no AS has a cut-rate profile. TCG Kapital AS is a debt collection company. The company deals with the debt collection cases of the Group, and also has several customers outside the Group. The Company also owns 50% of the distribution company Torp Distribusjon AS. Torp Distribusjon is responsible for the handling (distribution) of all the goods for the Group. In addition, Micro Parts Express Sweden AB is 100% owned by TCG. This company has no employees and has limited activity. TCG and the subsidiaries are headquartered in Sandefjord. Itegra AS and MPX.no AS have an additional sales office at Billingstad. At year-end, the Group had 131 employees and 123,8 man-years. TCG had 28 employees and 26,2 man-years. Result In 2006, the Group had revenues of MNOK (+20,7%) compared to MNOK in The result before taxes was TNOK (+46,8%) compared to TNOK the previous year. Net of tax, the result is a profit of TNOK compared to TNOK in In 2006, the Company had a profit of TNOK before taxes. Net of tax, the profit is TNOK compared to TNOK in The Board is of the opinion that the annual accounts satisfactorily reflect the Group s yearend position. The Board considers the Group s financial position to be satisfactory. The Group has strengthened its equity capital with MNOK 13. Still, by the end of the year the equity capital is reduced from 23% in 2005 to 19% due to high total balance. The Company has year-end equity capital of 91%. The Group has secured liquidity because of a confidential factoring agreement. This agreement is adjusted to seasonal variations within the activities because the limits increase according to the quantity of the stock and the value of the trade debtors. The Board is of the opinion that the Group s liquid position is good. 184

185 Translated into English for information purposes only The Board is satisfied with the Group s progress and is of the opinion that the growth rate is sensible and controlled. The Board and management have, during 2006, continued to pursue the core business; distribution and internet trading. Focus has been directed on improving the efficiency of the operations and on new product areas suitable for the Group s activity. The Board is of the opinion that the Group is in a good position for further growth. No significant circumstances essential to judge the Group s result and position have occurred after the annual year end that are not considered in the annual accounts. Future development and going concern The competition concerning distribution of data products is tough. The Group has a constant focus on increasing sales and improving efficiency of internal processes. The subsidiaries will continue to work on branding. Agencies and product portfolio will be further developed within priority areas. The market for the products is developing well. A considerable growth within internet trading is expected in 2007 also, mainly portable computers and flat screens, but new product areas will also be put on the market. If this is the case, it will have a positive impact for both the distribution sector and the web-based stores. The Board is of the opinion that the prospects are good and anticipates considerable growth in The expectation of growth has led the Group to move the distribution centre to a newer and bigger premise. Torp Distribusjon AS is today hiring an area of m2. It has been decided that the Company in the stocking premises will administer an area of m2. After considering several alternatives, the Board has entered into a contract with Torp IT AS. Torp IT AS will start building at Østre Kullerød in Sandefjord, close to the existing offices of the Company. The plan is to move during the spring of The Board confirms that the financial statements have been prepared on the basis of the going concern assumption. The evaluation is based on the general valuation of the market as well as budgets and forecasts for 2007 to 2010 which have been prepared. Working environment and staff Absence due to illness was in total hours during 2006 for the Group. This represents 5% of the total working hours of the Group. The Group will continue to work to keep sick leave at a low level. The total sick leave for the Company was hours or 3,4% of total working hours. No serious working accidents causing personal or material damage have taken place or been reported during the year. The working environment is considered good. Measures are taken to control employee contentment, and continuing efforts are carried out to ensure a good environment. 185

186 Translated into English for information purposes only Financial risk The Group is exposed to changes in foreign exchange rates, especially EURO and US dollar, as some of the purchase is made in foreign currency. The Board wants the Group to limit the currency risk. Currency risk is reduced by buying currency for the same amount as we purchase products. Foreign currency is used to pay for the purchased products on due date. The Group has floating rate of interest and is therefore also exposed to changes in the level of interest rates. A considerable part of the Group s sales are made on credit. The Group has no credit insurance and has a small extent of agreements regarding counter account. To ensure the trade accounts receivable the Group has established a solid credit department with good routines and competence. In 2006 TGC established TCG Kapital AS as the Group s 100% owned debt-collecting company. The Group has very many customers and is to a small extent dependent of single customers. This ensures spreading of risk associated to the bankruptcy of single customers. The Group consider its liquidity to be good and has decided not to initiate actions to change the liquidity risk. External environment The Group does not pollute the external environment. Scraped electronic products are being taking care of in accordance with regulations in cooperation with our partner Eurovironment. Research and development The Group has no costs regarding research and development. Equality The Group shall be a workplace with full equality between women and men. An equality policy to ensure that there will be no discrimination on the basis of sex in cases of salary, promotion and recruiting is incorporated. Of the Group s 131 employees 38 are women. There are no women in the Groups Board. The Board consists today of representatives for the Group s principal shareholders. The Group has female leaders, and a woman is represented in the Group s management team. Of the parent company s 28 employees 16 are women. Working time arrangements within the Group are decided according to the different jobs and are independent of sex. However, the number of employees working part-time is somewhat higher among the women. 186

187 Translated into English for information purposes only The Board sees no need to initiate special actions to further improve the equality in the Group. Work is carried out to find good female candidates to be members of the Board. Application of the profit The Board will propose to the General Meeting NOK 0,75 pr shares, total TNOK, as dividend. The dividend is covered by the profit of TNOK, and the remaining amount of TNOK is proposed to be used by Other equity. Sandefjord, March 13, 2007 Gunnar Bjønness Chairman of the Board Severin Skaugen Board member Svein Vier Simensen Board member Bjørn Erik Tholfsen Board member Ole Vinje Chief Executive Officer 187

188 Translated into English for information purposes only Torp Computing Group ASA INCOME STATEMENT (1/1-31/12) (Amounts in NOK 1000) Parent Group Note Revenue Total revenue Cost of goods sold Employee benefits expense 2, Depreciation and amortisation expenses 5, Other operating expenses Total operating expenses Operating profit/loss Finance income Financial expense Ordinary result before taxes Tax on ordinary result Ordinary result Extraordinary income Extraordinary expense Tax on extraordinary result Net profit or loss of the year Disclosure: Proposed dividends Transferred to / (from) other equity

189 Translated into English for information purposes only Torp Computing Group ASA BALANCE SHEET AT (Amounts in NOK 1000) Parent Group ASSETS Note Deferred tax asset Goodwill Total intangible assets Machinery and furniture 6, Total tangible assets Investments in subsidiaries 8, Bonds and other long-term receivables Total financial fixed assets TOTAL FIXED ASSETS Inventories 11, Trade receivables 10, Other receivables Total receivables Cash and ank deposits TOTAL CURRENT ASSETS TOTAL ASSETS

190 Translated into English for information purposes only Torp Computing Group ASA BALANCE SHEET AT (Amounts in NOK 1000) Parent Group EQUITY AND LIABILITIES Note Share capital 14, Share premium reserve Total paid-in equity Other equity Total retained earnings TOTAL EQUITY Deferred tax Total provisions Other non-current liabilities Total other non-current liabilities Liabilities to financial institutions Accounts payable Income tax payable Public duties payable Dividends payable Other current liabilities Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES Sandefjord, March 13, 2007 Gunnar Bjønnes Chairman of the Board Severin Skaugen Member of the Board Svein Vier Simensen Member of the Board Ole Vinje Chief Executive Officer Bjørn Erik Tholfsen Member of the Board 190

191 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Accounting principles The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway. The company is listed on the OTC A-list. Consolidations principles The group includes the Parent company Torp Computing Group ASA and the subsidiaries Itegra AS, MPX.no AS (previous Web Distribusjon AS), Micro Parts Express Sweden AB, TCG Kapital AS and Torp Distribusjon AS. The consolidated accounts are prepared as if the Group was one entity. Transactions and intercompany balances in the group are eliminated. The consolidated accounts is performed using uniform principles, this means that subsidiaries are using the same accounting principles as the parent company. Purchased subsidiaries are booked in the group account based on the parent company acquisition costs. The acquisition cost is allocated on the identifiable assets and liabilities in the subsidiary. The assets and liabilities are booked as fair value on the time of the acquisition. Potential excess value or less value compared with identifiable assets and liabilities will be booked as goodwill. Excess value will be depreciated linearly according to the expected lifetime of the purchased assets. Subsidiaries Subsidiaries are valued using the acquisitions methods in the parent company. The investment is valued as cost of acquiring shares, providing they are not impaired. It has been performed write-down s to fair value when the impairment is considered not to be temporary an considered necessary in accordance with generally accepted accounting principles. Write-down will be reversed when the impairment no longer is present. Dividend and other distributions (group contribution) are recognized revenue the same year it is purposed in the subsidiary. If the dividend exceeds the part of the detained results after the acquisition, the exceed part represent repayment on invested capital, and exceeding dividend will be redrawn from the investment in the balance. Revenue recognition Revenue from sales of goods is recognised at the time of delivery. The share of sales revenue associated with future service is recorded in the balance sheet as deferred sales revenue, and is recognized as revenue at the time of execution. Classification and valuation of balance sheet items Receivables are classified as current assets if they are expected to be realised within twelve months after the transaction date. Similar criteria apply to liabilities. This also includes inventory. All other assets and liabilities are classified as fixed assets and long-term liabilities. Current assets are valued at the lower of cost and fair value. Short term liabilities are reflected at nominal value. Fixed assets are carried at historical cost, but will be written down if recovered amount is lower than booked value. Recovered amount is the highest amount of net sales value and value in use. Long term liabilities are booked to the nominal value at the time of the engagement. Fixed assets Fixed assets are recognised in the balance sheet and depreciated over the estimated useful economic life. Maintenance costs are expensed as incurred as other operating expenses, whereas improvements and additions are added to the acquisitio cost and depreciated with the asset. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. Finished goods and work in progress are valued at full absorption cost. Impairments charges are made if fair value less cost to sell is lower than the cost price. Trade and other receivables Trade and other receivables are recognised in the balance sheet at nominal value after deduction of provision for bad debts. The provision for bad debts is estimated on the basis of an individual assessment of each major receivable. In addition, for the remainder of the receivables, a general provision is made based on estimated expected losses. 191

192 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Foreign currencies Items denomiated in foreign currencies are translated into Norske Kroner at the exchange rate on the balance sheet date. In the income statement transactions in foreign currency are booked using the average exchange rate. Short-term investments Short term investments (shares and investments which are considered current assets) are carried at the lower of average purchase cost and net realisable value at the balance sheet date. Dividends and other distributions received are recognised as other financial income. Taxes The tax expense in the income statement consists both of taxes payable for the accounting period, and the period's changes in deferred tax. Deferred tax is calculated as 28% of the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Temporary differences, both positive and negative, are offset within the same period. Deferred tax assets are recorded in the balance sheet when it is more likely than not that the tax assets will be utilized. Deferred tax assets and deferred tax liabilities are presented net in the balance sheet. Cash flow statement The cash flow statement has been prepared according to the indirect method. Cash and cash equivalents include cash, bank deposits, and other short term highly liquid investments. 192

193 Torp Computing Group ASA Notes to the accounts for 2006 Note 1 Sales revenue Translated into English for information purposes only (Amounts in NOK 1000) TCG TCG Group Geographical distribution Norway Sweden Total Note 2 Employee benefits expense, number of employees, loans to employees and auditor's fee (Amounts in NOK 1000) TCG TCG Group Employee benefits expense Salaries Payroll tax Contracted workers Pension expenses Other benefits Total The number of man-labour years: 22,9 124,5 Management renumeration Board fee Salary Bonus Payment in kind Aggregate remuneration Pension Management Ole Vinje, CEO Frank Wirum, Group Director Ingebjørg Tollnes, Marketing Director Anton Hagberg, Logistics Director Per Håvard Evensen, CFO Lars Seeberg, Managing Director Itegra AS Tom Tychesen, Managing Director MPX.no AS Hugo Rask-Jensen, Business Developer MPX.no AS Thor Roverud, Managing Director Torp Distribusjon AS Board Gunnar Bjønness, Chairman of the board Bjørn Erik Tholfsen, Board member 0 0 Svein Vier Simensen, Board member Severin Skaugen, Board member Management renumeration The group management received bonuses in accordance with establish bonus plan for all employees in the group. Bonus plan implies that 15 % of ordinary result before tax will be distributed to all groups employees. In general the bonus will be divided equally for all employees, but personnel in sales related positions can obtain up to double bonus. The group management are included in the general pension plan described in the pension-note. This is a defined contribution plan where the company pays 2,5 % of the employees salary deducted 1 G. Bonus is included in the pension foundation. If the employer discharges the CEO in TCG, the CEO has the rights to collect full salary for 12 months. The CEO has no termination paymen agreement, pension agreement or bonus agreement beyond the groups remainder employees which are accounted for in this note. The Group management has not received any remuneration or economic benefits from other company in the group, except for the remuneration that are shown above. Employees in managing positions have not received any additional remuneration for special services outside their normal functions. No loans or guaranties have been granted to the Group management, Board of Directors or other elected bodies. The group has no option contract for their employees. 193

194 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Auditor The expensed fees to the company's auditor consist of the following (VAT excluded): TCG AS TCG Group Total -Statutory Audit Other assurance services Tax advisory fee Other advisory services Total fee to the auditor Note 3 Items combined on the face of the balance sheet / profit and loss statement (Amounts in NOK 1000) TCG TCG Group Financial income Other interest income Dividend and contribution from subsidiaries Other financial income (exchange gain) Total financial income TCG TCG Group Financial expenses Other interest expenses Other financial expenses Total financial expenses Note 4 (Amounts in NOK 1000) Income taxes Components of the income tax expense TCG TCG Group Tax payable Change in deferred tax Total tax expense Basis for income tax expense, changes in deferred tax and tax payable TCG TCG Group Profit/loss before income tax Permanent differences Loss Sweden (Micro Parts Express AB) Changes in temporary differences Tax losses carried forward Dividend from subsidiaries Basis for tax payable in the profit and loss statement Calculation of deferred tax/deferred tax asset TCG TCG Group Temporary differences Inventory Fixed assets Current assets Other non-current items Total % deferred tax Deferred tax of tax losses carried forward Deferred tax in the balance sheet

195 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Note 5 Intangible assets (Amounts in NOK 1000) TCG Group Goodwill Acquisition cost at Additions 0 Disposals 0 Acquisition cost Accumulated amortisation Net carrying amount Amortisation of the year 550 The group use linear depreciations for all intangible assets. Goodwill is considered to have a lifetime over 10 years, and is connected to synergy gain in relation to merger between MPX AS and XD AS. Goodwill per Value acquisition Lifetime Depreciation Merger between MPX AS and XD AS Linear Merger between WEB Distribusjon AS and Cinet AS Linear Sum Note 6 (Amounts in NOK 1000) Property, plant and equipment TCG Property, plant and equipment Machinery Furnitures, fittings & equipment Total Acquisition cost at Additions Disposals Acquisition cost at Accumulated depreciation Net book value Net book value Depreciation for the year TCG Group Property, plant and equipment Machinery Furnitures, fittings & equipment Total Acquisition cost at Additions Disposals 0 0 Acquisition cost at Accumulated depreciation Net book value Net book value Depreciation for the year Both TCG and TCG Group use linear depreciation for all fixed assets. Economic lifetimes are in the range from 3 to 15 years. 195

196 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Note 7 Substantial lease agreement (Amounts in NOK 1000) Building Location Annual rent Termination date Østre Kullerød 5 Sandefjord Billingstad Asker Gneisveien 10 og 12 Sandefjord Firmahytte Gaustablikk 130 Running Note 8 Subsidiaries, associated companies, and joint ventures (Amounts in NOK 1000) Purchase date Location Ownership % Voting rights Itegra AS 2001 Sandefjord 100 % 100 % MPX.no AS (prev. Web Distribusjon AS) 2002 Sandefjord 100 % 100 % TCG Kapital AS 2005 Sandefjord 100 % 100 % Micro Parts Express Sweden AB 2002 Strømstad 100 % 100 % Torp Distribusjon AS 2000 Sandefjord 50 % 50 % Investments in subsidiaries, associated companies, and joint ventures are booked according to the cost method. Torp Distribusjon AS is consolidated into the group accounts because TCG has controlling interest due to the fact that TCG has the chairman of the board. Investments according to the cost method (parent company) Selskapets navn Share Number of Net booked Ordinary Equity capital shares value result 2006 Itegra AS , MPX.no AS , Torp Distribusjon AS 100 0, TCG Kapital AS 500 5, Micro Parts Express Sweden AB 273 3, Investment in subsidiary Micro Parts Express AS is written down to NOK 1,-. Note 9 Financial market risk The group are not using any financial instruments in connection with controlling financial risk. Interest risk Interest risk arises on short term and medium term view as a result that part of the groups liability has non-fixed rate of interest. Foreign exchange risk Development in exchange rates implies direct and indirect an economic risk for the group. The group has not committed any agreement to reduce this risk, but the group hedge foreign exchange by buying the foreign exchange at the same time as the order of purchase of goods and use this money to pay within the due date. Raw material price risk The group has not identified any risk regarding raw material price 196

197 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Note 10 Intercompany balances with group companies, associates and joint ventures (Amounts in NOK 1000) TCG 2006 TCG Itegra MPX 1) MPX AB TCG Kapital 2) TD Receivables Liabilities Total TCG Itegra MPX 1) MPX AB TCG Kapital 2) Receivables Liabilities Total ) MPX.no AS previous Web Distribusjon AS 2) TCG Kapital AS previous Express Consumer Electronics AS Note 11 Receivables and liabilities (Amounts in NOK 1000) TCG TCG Group Liabilities secured by mortgage Book value of pledged assets: Property, plant and equipment Trade receivables Inventory Total The group has an agreement concerning confidential factoring which gives a credit limit up to MNOK 200 depending on the size of inventory and trade receivables. In addition the group has an overdraft limit of MNOK 40. Note 12 Inventories (Amounts in NOK 1000) TCG TCG Group Inventory of commercial goods Write down due to obsoleteness is: Note 13 (Amounts in NOK 1000) Restricted bank deposits, overdraft facilities etc. Restricted bank deposits TCG TCG Group Tax deducted from employees, deposited in a seperate bank account The group has a cash pool arrangement. This means that the subsidiaries cash balance formally are seen as receivable toward the parent company, and that all companies in the group are solitary responsible for the deposit the group has made. 197

198 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Note 14 Share capital and shareholder information (Amounts in NOK 1000) The share capital consists of Number of shares Face value Book value Shares Torp Computing Group ASA has 94 shareholders per List of major shareholders at Funtion Shares Ownership Canica Invest AS ,5 % Amalie AS (Gunnar Bjønness and Ole Vinje) Chairman of the board and CEO ,7 % Byte Consult AS (Bjørn Erik Tholfsen) Board member ,0 % Aston Invest AS ,1 % Alcides Holding AS (Severin Skaugen) Board member ,0 % Frank Wirum ,4 % Hood Invest AS (Gunnar Bjønness owns 1/4) Chairman of the board ,2 % Sika Invest AS ,1 % Lars Seeberg ,9 % Fjellstrand AS ,6 % Hugo Rask-Jensen ,0 % Bengt Pettersen ,6 % Ole Morten Hystad Larsen ,6 % Atle Bjurstedt ,4 % Morten Kjoss ,3 % Total ,4 % Others (ownership < 1%) ,6 % Total number of shares % Note 15 Equity (Amounts in NOK 1000) TCG Share capital Share premium reserve Other equity Total Equity at Profit and loss of the year Proposed dividends 2006 Equity at The parent (Torp Computing Group ASA) has received contribution from subsidiary MPX.no AS on the amount of MNOK 8. The contribution is included as other financial income in TCG ASA TCG Group Total Equity at Exchange difference -164 Profit and loss of the year Proposed dividends Equity at

199 Translated into English for information purposes only Torp Computing Group ASA Notes to the accounts for 2006 Note 16 Pensions TCG is required to have company pensions under the Act relating to obligatory company pensions. The scheme is in accordance with the requirements under the Act. The company has pension-scheme that includes all regular employees. The scheme is a defined contribution plan. The size of the future pension depends mainly of contribution time, level of wages and dividend from funds used in the defined contribution plan. The group has no obligation beyond monthly payment for each employee. Note 17 Related parties The chairman of the board, Gunnar Bjønnes, and CEO in MPX.no AS, Tom Tychesen, owns each 20 % of Torp IT AS where Itegra AS is renter. Gunnar Bjønnes is the CEO of Torp IT AS. Gunnar Bjønnes and Tom Tychesen own together 30 % of system supplier Multicase Norge AS which delivers logistics and web solutions to the group. Beyond from the above there are no agreements with related parties except from relations between companies in the group. 199

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222 Appendix 6 Interim balance sheet for Komplett ASA as of 30 June 2007, audited. 222

223 Komplett ASA INTERIM BALANCE SHEET PR (All figures in NOK 1000) ASSETS Fixed assets Financial fixed assets Investment in subsidiary Investment in associated company Long term receivables in subsidiary Total financial fixed assets Total fixed assets Current asssets Receivables Other short term receivables 159 Total receivables 159 Cash and cash equivalents Cash and cash equivalents Total cash and cash equivalents Total current assets TOTAL ASSETS

224 Komplett ASA INTERIM BALANCE SHEET PR (All figures in NOK 1000) EQUITY AND LIABILITIES Equity Paid-in equity Share capital Share premium Other paid-in equity 27 Total paid-in capital Other equity Total equity Liabilities Long-term liabilities Intra group debt Total long term liabilites Short term debt Tax payable 2 Other short term debt Total short term debt Total liabilities TOTAL EQUITY AND LIABILITIES September 2007 The Board of Directors of Komplett ASA Bengt Thuresson (Chairman) Anne Lise Meyer Odd Johnny Winge Ingvild Huseby Peter A. Ruzicka Elin Ertsås (Employee representative) Arnt Ree (Employee representative) 224

225 225

226 Appendix 7 Interim balance sheet for Torp Computing Group ASA as of 30 June 2007, audited. 226

227 Torp Computing Group ASA Assets Interim Balance sheet Amount in NOK NON-CURRENT ASSETS Tangible fixed assets Equipment Total tangible fixed assets Financial assets Investments in subsidiaries Other long term receivables 111 Total financial assets Total non-current assets CURRENT ASSETS Debtors Account receivables 4 Other receivables Receivables from subsidiares Total receivables Cash and cash equivalents Total current assets TOTAL ASSETS

228 Torp Computing Group ASA Equity and liabilities Interim Balance sheet Amount in NOK EQUITY Owners equity Issued capital à NOK Share premium Total owners equity Accumulated profits Other Equity Total equity LIABILITES Provisions Deferred tax 92 Total provisions 92 Current liabilities Accounts payable Tax payable VAT, payroll tax etc. 143 Other current liabilities Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES Sandefjord, 18. juli

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230 Appendix 8 Draft opening balance sheet for Komplett ASA. 230

231 Komplett ASA Draft Opening balance sheet - merger with TCG ASA (All figures in NOK 1000) ASSETS Opening balance Fixed assets Intangible assets Deferred tax asset 373 Total intangible assets 373 Tangible assets Property plant and equipment Total tangible assets Financial fixed assets Investment in subsidiary Investment in associated company Long term receivables in subsidiary Total financial fixed assets Total fixed assets Current asssets Receivables Other short term receivables Short term receivable to group company Total receivables Cash and cash equivalents Cash and cash equivalents Total cash and cash equivalents Total current assets TOTAL ASSETS

232 Komplett ASA Draft Opening balance sheet - merger with TCG ASA (All figures in NOK 1000) EQUITY AND LIABILITIES Opening balance Equity Paid-in equity Share capital Share premium Other paid-in equity 27 Total paid-in capital Other equity Total equity Liabilities Long-term liabilities Intra group debt Total long term liabilites Short term debt Debt to credit institutions 507 Accounts payable 890 Tax payable Other short term debt Total short term debt Total liabilities TOTAL EQUITY AND LIABILITIES September 2007 The Board of Directors of Komplett ASA Bengt Thuresson (Chairman) Anne Lise Meyer Odd Johnny Winge Ingvild Huseby Peter A. Ruzicka Elin Ertsås (Employee representative) Arnt Ree (Employee representative) 232

233 Appendix 9 Auditor s statement concerning the opening balance sheet. 233

234 234

235 Appendix 2: Reports on the merger from the Board of Directors of Komplett ASA and Torp Computing Group ASA 235

236 REPORT OF THE BOARD OF DIRECTORS CONCERNING THE MERGER BETWEEN KOMPLETT ASA AND TORP COMPUTING GROUP ASA 1 RATIONALE FOR THE MERGER The Board of Directors of Komplett ASA ( Komplett ) recommends that the company s General Meeting approves the merger plan of 6 September 2007 for the merger (the Merger ) between Komplett and Torp Computing Group ASA ( TCG ), prepared by the Boards of Directors of Komplett and TCG. The Board of Directors rationale for the Merger is primarily that a merger of Komplett and TCG will create an efficient European market player within Internal-based commerce. Both Komplett and TCG have developed expertise and successful technological solutions in a demanding international competitive situation. Internet-based commerce is continually developing and the merged company will be a very solid market player which will be able to pursue international possibilities with even more strength than Komplett can manage on its own. The Board of Directors expects that the Merger will result in synergies. Inter alia, the merged company will be able to obtain better purchasing terms than Komplett and TCG individually and pursue a more integrated and effective product development strategy than Komplett and TCG individually. In the view of the Board of Directors, the Merger will create a sound basis for continued long-term profitable growth for the merged company and create added value for Komplett s shareholders. 2 THE LEGAL CONSEQUENCES OF THE MERGER 2.1 Legal procedure and other company law related matters The Merger shall be implemented pursuant to the provisions in Chapter 13 of the Public Limited Companies Act, with all assets, liabilities and obligations belonging to TCG being transferred to Komplett. As a result of the Merger, TCG shall be dissolved and at the same time the share capital in Komplett shall be increased by NOK through the issue of shares, each with a nominal value of NOK 1, c.f. Section 3.1 below. The Merger must be approved by the General Meetings of Komplett and TCG with at least a 2 / 3 majority. If the employees in Komplett and/or TCG would like to make a statement about the Merger such a statement will be sent out together with the notice of the General Meeting where the merger plan shall be addressed. The Merger will, from a company law point of view, enter into force after the expiration of the deadline in the notice to creditors, by a notification about the Merger s entry into force being registered in the Register of Business Enterprises. It is expected that such registration will take place at the end of December /

237 There are a number of conditions that must be fulfilled before the Merger can enter into force. Among other things, the Oslo Stock Exchange must have confirmed that the listing of the shares in Komplett on the Oslo Stock Exchange will be continued after the implementation of the Merger and necessary permits and/or clearances from the Norwegian Competition Authority or other relevant competition authorities must have been granted without conditions or on conditions not having a material adverse effect on the merged company. It has been agreed in the merger plan that each of the parties can terminate the Merger if the conditions for entry into force are not fulfilled before 31 March 2008, unless the situation has been caused by breach by or circumstances related to the terminating party. It is the view of the Board of Directors that no legal matters will prevent the implementation of the Merger. The consideration shares which shall be issued to TCG s shareholders in connection with the Merger will carry the same rights as the other shares in Komplett from the implementation date and will also give equivalent rights to dividends etc from the same date. The shares in the merged company will be registered in the Norwegian Central Securities Depository. As mentioned above, it is a condition for the Merger s entry into force that the shares in the merged company will be listed on the Oslo Stock Exchange. The merged company s name shall be Komplett ASA. 2.2 Tax and accounting related matters In accounting terms the Merger shall be implemented as an equity transaction when TCG s assets and liabilities are acquired by Komplett at their actual value. The accounting related implementation date is the date Komplett acquires control of TCG. This will be the latest date of (i) the approval of the merger plan with the necessary majority at the Extraordinary General Meetings of Komplett and TCG, and (ii) the obtaining of the necessary permits and/or clearances from the Norwegian Competition Authority and any other competition authorities. In terms of tax law, the Merger shall be implemented with effect from the year the Merger is implemented from a company law perspective. The Merger will be implemented with taxrelated continuity for Komplett and TCG as well as for the shareholders that are residents in Norway for tax purposes. The tax-related continuity entails, inter alia, that tax-related positions associated with assets, rights and obligations which are transferred from TCG to Komplett will continue unchanged in the merged company. Furthermore, the Merger will not have any immediate tax effects for TCG s shareholders which for tax purposes are resident in Norway. The initial taxation value of the shares in TCG will be transferred unaltered to the consideration shares which the shareholders of TCG receive as a result of the Merger. 3 DETERMINATION OF THE MERGER CONSIDERATION AND RATIONALE FOR THE EXCHANGE RATIO 3.1 Determination of the merger consideration The merger consideration has been determined in accordance with the provisions in Chapter 13 of the Public Limited Companies Act. The consideration for shares in TCG will be paid in the form of shares in Komplett /

238 The exchange ratio for the Merger will be such that 1 share in TCG shall give shares in Komplett. No consideration shares shall be issued for TCG s potential holdings of own shares or for any shares Komplett owns in TCG. As a result of the Merger, the share capital in Komplett will be increased by NOK through the issue of shares, each with a nominal value of NOK Rationale for the exchange ratio In connection with the negotiations between the parties, Komplett was valued at NOK and TCG was valued at NOK as of 17 June The valuation was based on there being shares in Komplett and shares in TCG. Neither of the parties have issued rights in the form of options, subscription rights, convertible loans or other financial instruments that could result in the issuing of additional shares in the companies. The valuation of Komplett and TCG and thus the exchange ratio were determined after negotiations between the parties. During the negotiations, a total assessment was made of the market value of the companies on the Oslo Stock Exchange and the OTC list over a certain period, historical earnings, book equity, future earning potential and the value of the revenue and expense synergies which the Merger is expected to provide a basis for. No special difficulties were experienced when the exchange ratio was determined. The Board of Directors of Komplett is of the view that the exchange ratio is reasonable and satisfactory for Komplett and Komplett s shareholders and recommends that the company s General Meeting approves the merger plan. This conclusion is also supported by the fairness opinion which Komplett s advisor, SEB Enskilda ASA, has prepared for Komplett s Board of Directors. 4 IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES The merged company will have approx. 600 employees. Approximately 150 of these will come from TCG. The rights of the employees will be transferred to the merged company in accordance with applicable agreements, the Working Environment Act and other relevant legislation. Consequently, the employees will not be significantly affected by the Merger other than by certain changes regarding the organisation and coordination of functions. The employees have been informed about the merger plan in accordance with the provisions in the Public Limited Companies Act/ the Work Environment Act and agreements in force. The employees shall be informed about the merger plan immediately after it has been approved by the Boards of Directors of Komplett and TCG. Furthermore, the Parties will ensure that the employees receive information and that they, through their representatives, will be consulted in connection with the implementation of the Merger /

239 Sandefjord, 6 September 2007 As Board of Directors of Komplett ASA Ingvild Huseby Odd Johnny Winge Peter A. Ruzicka Anne Lise Meyer Elin Ertsås Arnt Ree Bengt Thuresson Chairman of the Board /

240 UNOFFICIAL TRANSLATION FROM NORWEGIAN FOR INFORMATION PURPOSES ONLY REPORT OF THE BOARD OF DIRECTORS CONCERNING THE MERGER BETWEEN TORP COMPUTING GROUP ASA AND KOMPLETT ASA 1 RATIONALE FOR THE MERGER The Board of Directors of Torp Computing Group ASA ( TCG ) recommends that the company s General Meeting approves the merger plan of 6 September 2007 for the merger (the Merger ) between Komplett and Komplett ASA ( Komplett ), prepared by the Boards of Directors of TCG and Komplett. The Board of Directors rationale for the Merger is primarily that a merger of TCG and Komplett will create an efficient European market player within Internal-based commerce. Both TCG and Komplett have developed expertise and successful technological solutions in a demanding international competitive situation. Internetbased commerce is continually developing and the merged company will be a very solid market player which will be able to pursue international possibilities with even more strength than TCG can manage on its own. The Board of Directors expects that the Merger will result in synergies. Inter alia, the merged company will be able to obtain better purchasing terms than TCG and Komplett individually and pursue a more integrated and effective product development strategy than TCG and Komplett individually. In the view of the Board of Directors, the Merger will create a sound basis for continued long-term profitable growth for the merged company and create added value for TCG s shareholders. 2 THE LEGAL CONSEQUENCES OF THE MERGER 2.1 Legal procedure and other company law related matters The Merger shall be implemented pursuant to the provisions in Chapter 13 of the Public Limited Companies Act, with all assets, liabilities and obligations belonging to TCG being transferred to Komplett. As a result of the Merger, TCG shall be dissolved and at the same time the share capital in Komplett shall be increased by NOK through the issue of shares, each with a nominal value of NOK 1, c.f. Section 3.1 below. The Merger must be approved by the General Meetings of TCG and Komplett with at least a 2 / 3 majority. If the employees in TCG and/or Komplett would like to make a statement about the Merger such a statement will be sent out together with the notice of the General Meeting where the merger plan shall be addressed. M:\01 Kunde - jobbarkiv\e\seb Enskilda\ Komplett TCG Fusjonsplan 240 og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC

241 UNOFFICIAL TRANSLATION FROM NORWEGIAN FOR INFORMATION PURPOSES ONLY The Merger will, from a company law point of view, enter into force after the expiration of the deadline in the notice to creditors, by a notification about the Merger s entry into force being registered in the Register of Business Enterprises. It is expected that such registration will take place at the end of December There are a number of conditions that must be fulfilled before the Merger can enter into force. Among other things, the Oslo Stock Exchange must have confirmed that the listing of the shares in Komplett on the Oslo Stock Exchange will be continued after the implementation of the Merger and necessary permits and/or clearances from the Norwegian Competition Authority or other relevant competition authorities must have been granted without conditions or on conditions not having a material adverse effect on the merged company. It has been agreed in the merger plan that each of the parties can terminate the Merger if the conditions for entry into force are not fulfilled before 31 March 2008, unless the situation has been caused by breach by or circumstances related to the terminating party. It is the view of the Board of Directors that no legal matters will prevent the implementation of the Merger. The consideration shares which shall be issued to TCG s shareholders in connection with the Merger will carry the same rights as the other shares in Komplett from the implementation date and will also give equivalent rights to dividends etc from the same date. The shares in the merged company will be registered in the Norwegian Central Securities Depository. As mentioned above, it is a condition for the Merger s entry into force that the shares in the merged company will be listed on the Oslo Stock Exchange. The merged company s name shall be Komplett ASA. 2.2 Tax and accounting related matters In accounting terms the Merger shall be implemented as an equity transaction when TCG s assets and liabilities are acquired by Komplett at their actual value. The accounting related implementation date is the date Komplett acquires control of TCG. This will be the latest date of (i) the approval of the merger plan with the necessary majority at the Extraordinary General Meetings of Komplett and TCG, and (ii) the obtaining of the necessary permits and/or clearances from the Norwegian Competition Authority and any other competition authorities. In terms of tax law, the Merger shall be implemented with effect from the year the Merger is implemented from a company law perspective. The Merger will be implemented with tax-related continuity for Komplett and TCG as well as for the shareholders that are residents in Norway for tax purposes. The tax-related continuity entails, inter alia, that tax-related positions associated with assets, rights and M:\01 Kunde - jobbarkiv\e\seb Enskilda\ Komplett TCG Fusjonsplan 241 og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC

242 UNOFFICIAL TRANSLATION FROM NORWEGIAN FOR INFORMATION PURPOSES ONLY obligations which are transferred from TCG to Komplett will continue unchanged in the merged company. Furthermore, the Merger will not have any immediate tax effects for TCG s shareholders which for tax purposes are resident in Norway. The initial taxation value of the shares in TCG will be transferred unaltered to the consideration shares which the shareholders of TCG receive as a result of the Merger. 3 DETERMINATION OF THE MERGER CONSIDERATION AND RATIONALE FOR THE EXCHANGE RATIO 3.1 Determination of the merger consideration The merger consideration has been determined in accordance with the provisions in Chapter 13 of the Public Limited Companies Act. The consideration for shares in TCG will be paid in the form of shares in Komplett. The exchange ratio for the Merger will be such that 1 share in TCG shall give shares in Komplett. No consideration shares shall be issued for TCG s potential holdings of own shares or for any shares Komplett owns in TCG. As a result of the Merger, the share capital in Komplett will be increased by NOK through the issue of shares, each with a nominal value of NOK Rationale for the exchange ratio In connection with the negotiations between the parties, Komplett was valued at NOK and TCG was valued at NOK as of 17 June The valuation was based on there being shares in Komplett and shares in TCG. Neither of the parties have issued rights in the form of options, subscription rights, convertible loans or other financial instruments that could result in the issuing of additional shares in the companies. The valuation of Komplett and TCG and thus the exchange ratio were determined after negotiations between the parties. During the negotiations, a total assessment was made of the market value of the companies on the Oslo Stock Exchange and the OTC list over a certain period, historical earnings, book equity, future earning potential and the value of the revenue and expense synergies which the Merger is expected to provide a basis for. No special difficulties were experienced when the exchange ratio was determined. The Board of Directors of Komplett is of the view that the exchange ratio is reasonable and satisfactory for Komplett and Komplett s shareholders and recommends that the company s General Meeting approves the merger plan. This conclusion is also supported by the fairness opinion which TCG s advisor, NORDEN Fondsmeglerforretning ASA NORDEN Investment Banking, has prepared for TCG s Board of Directors. M:\01 Kunde - jobbarkiv\e\seb Enskilda\ Komplett TCG Fusjonsplan 242 og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC

243 UNOFFICIAL TRANSLATION FROM NORWEGIAN FOR INFORMATION PURPOSES ONLY 4 IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES The merged company will have approximately 600 employees. Of these, approximately 150 will come from TCG. The rights of the employees will be transferred to the merged company in accordance with applicable agreements, the Working Environment Act and other relevant legislation. Consequently, the employees will not be significantly affected by the Merger other than by certain changes regarding the organisation and coordination of functions. The employees have been informed about the merger plans in accordance with the provisions in the Public Limited Companies Act/ the Work Environment Act and agreements in force. The employees shall be informed about the merger plan immediately after it has been approved by the Boards of Directors of Komplett and TCG. Furthermore, the Parties will ensure that the employees receive information and that they, through their representatives, will be consulted in connection with the implementation of the Merger. Sandefjord, 6. september 2007 The Board of Directors of Torp Computing Group ASA Gunnar Bjønness Chairman Bjørn Erik Tholfsen Board Member Severin Skaugen Board Member Svein Vier Simensen Board Member Vivi-Ann Hilde Board Member Agnes Beathe Steen Fosse Board Member M:\01 Kunde - jobbarkiv\e\seb Enskilda\ Komplett TCG Fusjonsplan 243 og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC

244 Appendix 3: Expert Statements on the Merger Plan 244

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247 Appendix 4: Report from KPMG on pro forma financials 247

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250 Appendix 5: Financial statements for Komplett ASA for the three and six months ended 30 June

251 19 PER CENT SALES GROWTH FOR KOMPLETT IN 1Q 2007 Highlights during the quarter: Strong increase in sales, up MNOK 104 (+ 19 per cent) to MNOK 663 Sales up 48 per cent in Sweden/Denmark Positive EBIT: MNOK 2.3 for consumer financing Contribution margin ratio 13.7 per cent Warehouse and IT projects on schedule, but increased 1Q expenses EBIT of MNOK 20.0 (-7 per cent) Acquisition of InWarehouse AB in Sweden for MSEK 173 Web shop opened in France in January 2007 Sales and performance Komplett's sales in 1Q 2007 totalled MNOK 663, a rise of 19 per cent compared with MNOK 560 in 1Q Direct sales to end-users aggregated MNOK 489 (+23 per cent), while sales to dealers came to MNOK 175 (+8 per cent). 34 per cent of the company's sales took place outside Norway in 1Q 2007, as against 29 per cent in 1Q The company earned an operating profit of MNOK 20.0 (-7 per cent) during the quarter, compared with MNOK 21.4 in 1Q Earnings before tax showed a surplus of MNOK 21.7 (-4 per cent), compared with MNOK 22.7 in the same quarter last year. The slight decline in the profit is because overall operating expenses were up by MNOK 15.2 (+29 per cent) during the period, i.e. MNOK 5 higher than the salesrelated increase. This is primarily attributable to the ongoing project to improve warehouse efficiency. For more details, see Business Development/Operations. Komplett s cash position is strong, with liquid assets totalling MNOK 114 at the end of the quarter. The company has been granted MNOK 150 in operating credit to finance the acquisition of inwarehouse AB. During the quarter, the lending portfolio for consumer financing increased from MNOK 58.3 to MNOK The cash flow from operations was MNOK -18 during the quarter. This is due inter alia to planned tax payments (MNOK 12) and the warehouse project (MNOK 14). Monthly sales during the period were MNOK 237 (+13 per cent) in January, MNOK 198 (+15 per cent) in February and MNOK 229 (+29 per cent) in March 2006, compared with the corresponding months of Quarterly sales are the second highest in the company's history. Sales and markets Sales by channel (MNOK) Sales 1Q 2007 Sales 1Q 2006 Change Direct sales Sales to dealers TOTAL Direct sales climbed by MNOK 91 (+23%) to MNOK 489 in 1Q, compared with the same quarter of Sales to dealers in Norway and Sweden increased by MNOK 13 (+8 per cent) to MNOK 175 in 1Q Sales to German, Austrian and French customers through Komplett.de, Komplett.at and Komplett.fr began in 2006 and As a whole, Komplett's sales climbed by MNOK 44 in Norway and MNOK 60 in the other geographical markets. Sales by geographical area (MNOK) Sales 1Q 2007 Sales 1Q 2006 Change % Norway 438,8 395,3 43,5 11 % -Direct sales 269,7 241,2 28,5 12 % -Sales to dealers 166,0 153,5 12,5 8 % -Consumer financing 3,1 0,7 2,4 343 % Sweden/Denmark 148,0 100,2 47,8 48 % -Direct sales 138,0 91,7 46,3 50 % -Sales to dealers 8,8 8,5 0,3 4 % -Consumer financing 1,2 0,0 1,2 n/a UK/Ireland 57,8 55,0 2,8 5 % The Netherlands/Belgium 12,5 9,3 3,2 34 % Germany/Austria/France 6,2 0,0 6,2 n/a TOTAL ,3 559,8 103,5 19 %

252 Trend, active customers (number) 1Q Q 2006 Change Komplett.no Komplett.se/.dk Komplett.co.uk/.ie Komplett.nl/.be Komplett.de/.at/.fr Norek.no Total The number of active customers expanded by during the quarter and the Group filled a total of orders. Segmental information Komplett's activities in Scandinavia reported an increase of MNOK 583 (+ 18 per cent) in sales during the quarter and an EBIT of MNOK 19.3 (-20 per cent). Outside Scandinavia, sales came to MNOK 77 (+19 per cent), with an EBIT of MNOK -0.5 (+71 per cent). At the end of 1Q 2007, Komplett had a lending portfolio consumer financing totalling MNOK 76.7 and divided among customers. The portfolio is divided among private customers in Norway (launched 4Q 2005) and Sweden (launched 3Q 2006). In 1Q, the company posted a favourable EBIT of MNOK 2.3 in the consumer financing segment. Sales (MNOK) 1Q Q 2006 Change Scandinavia Outside Scandinavia Consumer financing Not allocated Total EBIT (MNOK) 1Q Q 2006 Change Scandinavia Outside Scandinavia Consumer financing Not allocated Total Business Development/operations Komplett s contribution margin ratio was 13.7 per cent in 1Q 2007, which was on a par with 4Q Excluding consumer financing, the contribution margin ratio would have been 13.1 per cent, compared with 13.6 per cent in the same quarter of The difference is ascribable to aggressive sales campaigns during the period, as well as to sales growth in product groups and sales channels which have lower contribution margin ratios. Total operating expenses (wages and other operating expenses) during the quarter were up MNOK 15.2 (+29 per cent), from MNOK 52.6 to MNOK 67.8, compared with the same quarter of The company's cost of labour was about the same as in 4Q 2006, but increased by MNOK 9.5 from 1Q This is primarily attributable to three factors: More manpower in response to higher sales. Double costs in connection with automation of the Nordic warehouse. Abnormally high short-term absence during the period. The combination of these three factors further exacerbated the situation, entailing more use of temporary staff and overtime. 252

253 There were three main reasons for the MNOK 5.7 increase in 'other expenses': Marketing efforts were stepped up during the period, especially in Sweden and Norway. The situation will return to normal in 2Q Planned further development, upgrading and expansion of IT and warehouse systems, including the automation of the Nordic warehouse, the upgrading of the ERP system (SAP) and the company's proprietary web shop solution. These changes were required to accommodate further growth and to improve long-term efficiency. A growing percentage of Komplett s customers are charging their purchases to credit cards, leading to higher costs for the company. This trend is expected to continue, but the growth is expected to be slower than before. Cost-cutting measures have been implemented. The most notable measure involves investments in further automation at the Nordic warehouse in Norway. The first part of the warehouse project is scheduled for completion in 3Q On 27 March 2007, Komplett tendered a bid for all the shares in InWarehouse AB, setting a deadline for responses of 23 April Upon expiry of the deadline, shareholders accounting for a total of 97 per cent of the share capital had accepted the bid. Komplett decided to acquire these shares and extend the deadline for the remaining shareholders until 7 May Komplett will then institute a forced buyout to acquire all the shares in InWarehouse. The acquired company will then be crossed off the First North list in Sweden as soon as possible. InWarehouse traded for MSEK 744 in 2006 and had an EBIT of MSEK 4.1. The acquisition of InWarehouse is an important strategic tactic to strengthen the company's position as the Nordic countries' leading e-trading company. On 5 December 2006, Komplett opened a web shop in Denmark and, on 26 January 2007, it launched the web shop in France as a link in the Group's European growth strategy. Equity and shareholder affairs At 31 March 2007, there were shares in the company divided among 507 shareholders, and 21 per cent of the Group was in foreign hands. The equity ratio was 55 per cent. On 27 March 2007, the ordinary Annual General Meeting decided to pay an ordinary dividend of NOK 1.60 per share. Dividends totalling MNOK 19.3 were paid on 12 April Komplett's share price was NOK at end quarter, compared with NOK at the beginning of the quarter. All figures in this report comply with the International Financial Reporting Standard (IFRS) that Komplett implemented on 1 January Unless otherwise specified, the comparative figures are also IFRScompliant. Komplett presents its monthly sales figures on the third trading day of the following month. The next monthly sales report will be for April 2007; it will be published prior to the opening of the Oslo Stock Exchange on Friday, 4 May The 2Q 2007 results will be presented at 4.30 p.m. on 18 July 2007 at Vika Atrium in Oslo. Sandefjord, 26 April 2007 The Board of Directors of Komplett ASA About Komplett Komplett is one of Europe's leading players in e-commerce with the web shops Komplett.no, Komplett.se, Komplett.co.uk, Komplett.ie, Komplett.nl, Komplett.be, Komplett.de, Komplett.at, Komplett.dk, Komplett.fr and Norek.no. Komplett sells computer equipment, home electronics, appliances and peripheral equipment to end-users and dealers. Komplett traded for MNOK in 2006 and has more than registered customers in Norway, Sweden, Great Britain, Ireland, the Netherlands, Belgium, Germany, Austria, Denmark and France. See also for company information or shop at For further information, please contact: Managing Director Eric Sandtrø, telephone: (+47) or [email protected] 253

254 THE KOMPLETT GROUP JANUARY MARCH 2007 NOK milllion INCOME STATEMENT 1Q Q Operating revenue 663,3 559,8 2249,4 Cost of goods sold 572,4 483,2 1936,6 Gross contribution 91,0 76,6 312,8 Personnel costs 38,9 29,4 121,2 Operating costs 28,8 23,2 94,2 EBITDA 23,2 24,1 97,5 Depreciation 3,2 2,6 11,7 EBIT 20,0 21,5 85,9 Share of profit in associated companies 0,3 0,1 1,1 Other financial items 1,5 1,2 7,5 EBT 21,7 22,8 94,5 Taxes 6,1 6,9 28,5 Net profit 15,6 15,8 66,1 BALANCE SHEET Intangible assets 10,3 11,7 10,3 Tangible fixed assets 21,1 12,7 18,2 Financial fixed assets 15,2 13,0 15,0 Total fixed assets 46,6 37,4 43,5 Stock of goods 219,2 190,0 214,6 Accounts receivable 111,6 90,2 116,1 Consumer loans 76,7 16,4 58,3 Taxes and duties receivable 9,4 6,4 22,0 Other current receivables 25,5 17,9 9,0 Bank deposits and cash 113,6 149,3 154,0 Total current assets 556,1 470,2 574,0 Total assets 602,7 507,5 617,5 Paid-in equity 136,7 136,7 136,7 Retained earnings 197,1 150,3 202,6 Total equity 333,8 287,0 339,3 Deferred tax liability 4,3 4,1 4,5 Total long-term liabilities 4,3 4,1 4,5 Accounts payable 153,4 114,2 174,9 Taxes and duties payable 36,7 30,2 41,0 Tax payable 19,4 18,4 25,0 Dividend 19,3 16,9 0,0 Other current liabilities 35,9 36,7 32,8 Total current liabilities 264,7 216,4 273,7 Total liabilities and equity 602,7 507,5 617,5 CASH FLOW ANALYSIS 1Q Q Cash flows used in operating activities -18,4-6,9 63,5 Cash flow used in consumer finance -18,4-11,1-53,1 Cash flows used in investing activities -3,6 1,0-5,8 Cash flows used in financing activities -0,1-0,1-0,2 Dividends paid 0,0 0,0-16,9 Net decrease in bank deposits and cash -40,4-17,1-12,5 Opening bank deposits and cash 154,0 166,5 166,5 Closing bank deposits and cash 113,6 149,3 154,0 CHANGES IN EQUITY 1Q Q Opening equity 339,3 288,3 288,3 Foreign currency translation -1,8-0,2 1,8 Profit for the period 15, ,8 66,1 Dividends -19,3-16,9-16,9 Closing equity 333,8 287,0 339,3

255 SEGMENT INFORMATION Outside Scandinavia Consumer financing Eliminations/ unallocated 2007 Scandinavia Total Operating revenue * 1Q 583,1 76,6 4,3-0,7 663,3 2Q 0,0 3Q 0,0 4Q 0,0 Totalt YTD 583,1 76,6 4,3-0,7 663,3 EBIT 1Q 19,3-0,5 2,3-1,1 20,0 2Q 0 3Q 0,0 4Q 0,0 Totalt YTD 19,3-0,6 2,3-1,1 20,0 Outside Scandinavia Consumer financing Eliminations/ unallocated 2006 Scandinavia Total Operating revenue * 1Q 495,6 64,5 0,7-1,1 559,8 2Q 387,2 50,1 1,3-1,3 437,3 3Q 513,7 52,7 2,0-1,0 567,4 4Q 606,9 75,7 3,2-0,7 685,0 Totalt YTD 2 003,4 243,0 7,2-4, ,4 EBIT 1Q 24,1-1,7-0,3-0,7 21,4 2Q 19,3-2,9 0,0-0,5 15,9 3Q 20,4-2,2 0,5-0,5 18,2 4Q 29,6 0,3 0,7-0,3 30,4 Totalt YTD 93,4-6,6 0,9-2,0 85,9 * The table shows the segment's operating revenue including revenue from sales to group companies in other segments. This revenue is eliminated in the consolidated figures. QUARTERLY RESULTS Q 2Q 3Q 4Q 2007 Operating revenue 663,3 663,3 EBIT 20,0 20,0 EBT 21,7 21,7 Profit margin 3,3 % 3,3 % Post-tax EPS (NOK) 1,3 1,3 EPS diluted (NOK) 1,3 1,3 Number of shares (million) 12,06 12,06 12,06 12,06 12,06 QUARTERLY RESULTS Q 2Q 3Q 4Q 2006 Operating revenue 559,8 437,3 567,4 685,0 2249,4 EBIT 21,4 15,9 18,2 30,4 85,9 EBT 22,7 17,5 21,3 33,0 94,5 Profit margin 4,1 % 4,0 % 3,8 % 4,8 % 4,2 % Post-tax EPS (NOK) 1,3 1,0 1,2 2,0 5,5 EPS diluted (NOK) 1,3 1,0 1,2 2,0 5,5 Number of shares (million) 12,06 12,06 12,06 12,06 12,06 The quarterly accounts have been prepared using the same accounting principles as the annual accounts. The quarterly report has been produced in accordance with IAS 34 on interim reporting. The Group's website at and the Oslo Stock Exchange website offer presentations that show corporate trends ever since

256 KOMPLETT REPORTS 45 PER CENT GROWTH IN 2Q 2007 SALES Highlights during the quarter: Merger negotiations initiated with Torp Computing Group. Strong growth in sales: up MNOK 196 (+ 45 per cent) to MNOK 633. Komplett.no became the first Norwegian web shop to reach NOK 1 billion in sales! Completed acquisition of 98 per cent of inwarehouse AB shares. Reduced EBIT owing to the acquisition of inwarehouse, but improved underlying operations. Positive EBIT: MNOK 3.8 for consumer financing. New improved design and functionality for the web shops. Sales and performance Komplett's sales totalled MNOK 633 (+45 per cent) in 2Q 2007, compared with MNOK 437 in 2Q Direct sales to end-users aggregated MNOK 487 (+54 per cent), while sales to dealers added up to MNOK 146 (+20 per cent). About 42 per cent of the company's sales took place outside Norway in 2Q 2007, as against 29 per cent in 2Q The company earned an operating profit of MNOK 13.0 (-18 per cent) during the quarter, compared with MNOK 15.9 in 2Q This includes a negative effect of MNOK 6.6 related to inwarehouse, which was acquired as from May Disregarding this transaction, the operating profit would have been MNOK 19.6 (+23 per cent). Earnings before tax (EBT) showed a surplus of MNOK 14.4 (-18 per cent), as against MNOK 17.5 in the same quarter of Komplett owns 98 per cent of the shares in inwarehouse AB of Sweden, and inwarehouse has been included in the consolidated accounts as from May Excluding inwarehouse sales, which totalled MNOK 97 in May and June 2007, Komplett would have had a turnover of MNOK 536 (+ 23 per cent). Komplett s operating profit includes MNOK -6.6 related to inwarehouse. The figure consists of a negative result of MNOK 2.9 in May-June 2007, MNOK 1.2 in depreciation on excess value and MNOK 2.6 in expenses related to reorganisation/integration. Even after the acquisition of inwarehouse, Komplett s financial position remains strong, with liquid assets aggregating MNOK 54 at end quarter. During the quarter, Komplett spent MNOK 154 on the acquisition of inwarehouse shares. To further strengthen the company's liquidity, Komplett conducted a share issue on 9 May 2007, raising MNOK 125 in fresh capital. The cash flow from operations was positive (MNOK 2) in 2Q. The lending portfolio for consumer financing expanded from MNOK 76.7 to MNOK 81.0 during the quarter. Monthly sales in 2Q 2007 were MNOK 167 (+23 per cent) in April, MNOK 236 (+64 per cent) in May and MNOK 231 (+45 per cent) in June, compared with the corresponding months of inwarehouse sales are included as from May. Sales and markets Sales by channel (MNOK) Sales 2Q 2007 Sales 2Q 2006 Change Direct sales Sales to dealers TOTAL Direct sales increased by MNOK 172 (+54 per cent) to MNOK 487 in 2Q 2007, compared with 2Q Sales to dealers in Norway and Sweden increased by MNOK 25 (+20 per cent) to MNOK 146 in 2Q. Komplett.no managed to become the first Norwegian web shop to achieve a turnover of NOK 1 billion over the past 12 months. Sales channels to German, Austrian and French customers through Komplett.de, Komplett.at and Komplett.fr were opened in 2006 and Altogether, Komplett's sales were up by MNOK 52 in Norway and by MNOK 144 in the other geographical markets. 256

257 Sales by geographical area (MNOK) Sales 2Q 07 Sales 2Q 06 Change % Norway 364,6 312,3 52,3 17 % -Direct sales 221,4 195,3 26,1 13 % -Sales to dealers 139,7 115,7 24,0 21 % -Consumer financing 3,5 1,3 2,2 169 % Sweden/Denmark 208,9 76,1 132,8 175 % -Direct sales 200,5 70,0 130,5 186 % -Sales to dealers 6,7 6,1 0,6 10 % -Consumer financing 1,7 0,0 1,7 n/a UK/Ireland 43,5 42,0 1,5 4 % The Netherlands/Belgium 12,7 6,8 5,9 87 % Germany/Austria/France 3,8 0,0 3,8 n/a TOTAL 633,5 437,3 196,2 45 % Trend, active customers (number) 2Q Q 2006 Change Komplett.no Komplett.se/.dk Komplett.co.uk/.ie Komplett.nl/.be Komplett.de/.at/.fr Norek.no Total The number of active customers increased by in 2Q and the company filled a total of orders. Existing active customers and inwarehouse orders are not included in these figures. Segmental information Scandinavian operations saw sales increasing by MNOK to MNOK (+47 per cent) during 2Q, resulting in an operating profit of MNOK In Western Europe (outside Scandinavia), sales climbed to MNOK 60.0 (+20 per cent), and the EBIT came to MNOK At mid-year 2007, Komplett's consumer financing segment had a lending portfolio of MNOK 81.0, divided among customers. The portfolio is divided among private customers in Norway and Sweden. In 2Q, the company earned a profit of MNOK 3.8 on consumer financing activities. Sales (MNOK) 2Q Q 2006 Change Scandinavia 568,6 387,2 181,4 Western Europe 60,0 50,1 9,9 Consumer financing 5,3 1,3 4,0 Not allocated -0,4-1,3 0,9 Total 633,5 437,3 196,2 EBIT (MNOK) 2Q Q 2006 Change Scandinavia 12,4 19,3-6,9 Western Europe -2,1-2,9 0,8 Consumer financing 3,8 0,0 3,8 Not allocated -1,1-0,5-0,6 Total 13,0 15,9-2,9 257

258 Business development/operations Komplett s contribution margin ratio was 13.7 per cent in 2Q 2007, up from 13.5 per cent in 2Q 2006 and on a par with 1Q Excluding consumer financing, the contribution margin ratio would have been 13.0 per cent, compared with 13.3 per cent in 2Q Total 2Q operating expenses (wages and other operating expenses) climbed by MNOK 27.6, from MNOK 40.6 to MNOK 68.2, compared with 2Q MNOK 12.7 refer to costs related to inwarehouse. Adjusted for this, costs increased by MNOK The previously mentioned economisation initiatives have been implemented, but the most significant improvement is expected when the company's new warehouse system becomes fully operational towards the end of this year. The warehouse project is on schedule in terms of both time and costs. The automatic warehouse system is now in the testing phase. Komplett s web shops have been given a new design and improved functionality. Emphasis has been placed on further enhancing the customer experience by simplifying the design and shopping process, at the same time as the pages load very quickly and can accommodate even more browsers/interfaces. Komplett will continue to attach importance to offering the most user-friendly web shop possible, ensuring regular improvements for our customers. inwarehouse At present, Komplett owns 98 per cent of the shares in inwarehouse AB; the company is engaged in a forced buyout process with respect to the remaining shareholders. The inwarehouse share was struck from the First North Exchange in Sweden on 29 May Compared with the original plans, the process of integrating inwarehouse and Komplett has been brought forward in certain areas, although full systemic integration will not be implemented until spring This has also led to certain changes in the organisation. The former CEO of inwarehouse announced his resignation in June 2007, and Ole Sauar (formerly head of Komplett.se) was appointed to head all Komplett s operations in Sweden. Excluding costs related to reorganisation/integration, inwarehouse is expected to make a favourable contribution to the operating profit in the current year. Torp Computing Group On 18 June 2007, the boards of directors of Komplett and the Torp Computing Group announced the conclusion of an integration agreement between the companies. This implies that the parties are negotiating a plan for the merger of the two companies. The two boards of directors are expected to deal with the merger plan in September It is expected that general meetings will be held in October The boards of directors have proposed a conversion ratio of 1 share in Torp Computing Group being equivalent to shares in Komplett. Komplett s shareholders will thereby own per cent while Torp Computing Group's shareholders will own per cent of the new company. Torp Computing Group, which is quoted on the OTC (non-listed trade), has brought forward the presentation of its 2Q 2007 accounts to facilitate publication on the same day as Komplett, i.e. 18 July

259 Equity and shareholder affairs At 30 June 2007, there were shares in the Komplett, divided among 510 shareholders. Nineteen per cent of the company was in foreign hands. The equity ratio was 65 per cent. To further strengthen the company's liquidity in connection with the acquisition of inwarehouse, Komplett conducted a private placement of shares on 9 May 2007, raising MNOK 125 in net fresh capital. The Komplett share was priced at NOK at mid-year, compared with NOK at the beginning of 2Q. All figures in this report comply with the International Financial Reporting Standard (IFRS) which Komplett adopted on 1 January Comparative figures are also IFRS-compliant. Komplett presents its monthly sales figures on the third trading day of the following month. The next monthly report will be for July. It will be published prior to the opening of the Oslo Stock Exchange on Friday, 3 August The results for 3Q 2007 will be presented at 4.30 p.m. on 18 October 2007 in Vika Atrium in Oslo. Sandefjord, 18 July 2007 The Board of Directors of Komplett ASA About Komplett Komplett is one of Europe's leading players in e-commerce with the web shops Komplett.no, Komplett.se, Komplett.co.uk, Komplett.ie, Komplett.nl, Komplett.be, Komplett.de, Komplett.at, Komplett.dk, Komplett.fr, Norek.no and inwarehouse.se. Komplett sells computer equipment, home electronics, appliances and peripheral equipment to end-users and dealers. The Komplett companies traded for nearly NOK 3 billion in 2006 and have more than registered customers in Norway, Sweden, Great Britain, Ireland, The Netherlands, Belgium, Germany, Austria, Denmark and France. See also for information about the company or shop at For further information, please contact: CFO Gyrid Skalleberg Ingerø, telephone: (+47) or [email protected]. 259

260 THE KOMPLETT GROUP, APRIL JUNE 2007 UNAUDITED FIGURES (IFRS) NOK milllion INCOME STATEMENT 2Q Q HY HY Operating revenue 633,5 437,3 1296,8 997,1 2249,4 Cost of goods sold 546,7 378,2 1119,1 861,3 1936,6 Gross contribution 86,7 59,1 177,7 135,8 312,8 Personnel costs 38,5 21,0 77,4 50,4 121,2 Operating costs 29,6 19,6 58,5 42,8 94,2 EBITDA 18,6 18,5 41,8 42,6 97,5 Depreciation 5,5 2,6 8,8 5,3 11,7 EBIT 13,0 15,9 33,0 37,3 85,9 Share of profit in associated companies 0,2 0,2 0,4 0,3 1,1 Other financial items 1,2 1,4 2,7 2,6 7,5 EBT 14,4 17,5 36,2 40,2 94,5 Taxes 5,7 5,8 11,8 12,7 28,5 Net profit 8,7 11,7 24,3 27,5 66,1 BALANCE SHEET Goodwill 111,6 0,0 0,0 Intangible assets 29,8 10,6 10,3 Tangible fixed assets 26,2 15,7 18,2 Financial fixed assets 20,3 13,1 15,0 Total fixed assets 187,9 39,4 43,5 Stock of goods 222,0 150,0 214,6 Accounts receivable 125,2 91,5 116,1 Consumer loans 81,5 24,3 58,3 Taxes and duties receivable 10,3 9,7 22,0 Other current receivables 37,6 4,5 9,0 Bank deposits and cash 54,5 145,7 154,0 Total current assets 531,0 425,7 574,0 Total assets 718,9 465,2 617,5 Paid-in equity 136,7 136,7 136,7 Retained earnings 329,5 162,3 202,6 Minority interest 0,7 0 0 Total equity (incl minority interest) 467,0 299,0 339,3 Deferred tax liability 4,2 4,2 4,5 Total long-term liabilities 4,2 4,2 4,5 Accounts payable 157,8 90,3 174,9 Taxes and duties payable 35,7 28,2 41,0 Tax payable 13,9 15,8 25,0 Dividend 0,0 0,0 0,0 Other current liabilities 40,3 27,6 32,8 Total current liabilities 247,7 161,9 273,7 Total liabilities and equity 718,9 465,2 617,5 CASH FLOW ANALYSIS 2Q Q HY HY Cash flows used in operating activities 2,5 26,0-14,0 20,4 63,5 Cash flow used in consumer finance -4,7-8,0-23,1-19,1-53,1 Cash flows used in investing activities -162,5-4,8-168,1-5,2-5,8 Cash flows used in financing activities 125,0 0,0 125,0 0,0-0,2 Dividends paid -19,3-16,9-19,3-16,9-16,9 Net decrease in bank deposits and cash -59,1-3,7-99,5-20,8-12,5 Opening bank deposits and cash 113,6 149,3 154,0 166,5 166,5 Closing bank deposits and cash 54,5 145,7 54,5 145,7 154,0 CHANGES IN EQUITY 2Q Q HY HY Opening equity 333,8 287,0 339,3 288,3 288,3 Capital injection 125,0 0,0 125,0 0,0 0,0 Foreign currency translation -1,3 0,3-3,1 0,1 1,8 Profit for the period 8,7 11,7 24,3 27,5 66,1 Dividends 0,0 0,0-19,3-16,9-16,9 Closing equity 466,2 299,1 466,2 299,1 339,3 260

261 SEGMENT INFORMATION Consumer financing Eliminations/ unallocated 2007 Scandinavia Western-Europe Total Operating revenue * 1Q 583,1 76,6 4,3-0,7 663,3 2Q 568,6 60,0 5,3-0,4 633,5 3Q 0,0 4Q 0,0 Totalt YTD 1 151,7 136,6 9,6-1, ,8 EBIT 1Q 19,3-0,5 2,3-1,1 20,0 2Q 12,4-2,1 3,8-1,1 13,0 3Q 0,0 4Q 0,0 Totalt YTD 31,7-2,7 6,1-2,1 33,0 Consumer financing Eliminations/ unallocated 2006 Scandinavia Western-Europe Total Operating revenue * 1Q 495,6 64,5 0,7-1,1 559,8 2Q 387,2 50,1 1,3-1,3 437,3 3Q 513,7 52,7 2,0-1,0 567,4 4Q 606,9 75,7 3,2-0,7 685,0 Totalt YTD 2 003,4 243,0 7,2-4, ,4 EBIT 1Q 24,1-1,7-0,3-0,7 21,4 2Q 19,3-2,9 0,0-0,5 15,9 3Q 20,4-2,2 0,5-0,5 18,2 4Q 29,6 0,3 0,7-0,3 30,4 Totalt YTD 93,4-6,6 0,9-2,0 85,9 * The table shows the segment's operating revenue including revenue from sales to group companies in other segments. This revenue is eliminated in the consolidated figures. QUARTERLY RESULTS Q 2Q 3Q 4Q 2007 Operating revenue 663,3 633,5 1296,8 EBIT 20,0 13,0 33,0 EBT 21,7 14,4 36,2 Profit margin 3,3 % 2,3 % 2,8 % Post-tax EPS (NOK) 1,3 0,7 2,0 EPS diluted (NOK) 1,3 0,7 2,0 Number of shares (million) 12,06 12,74 12,40 QUARTERLY RESULTS Q 2Q 3Q 4Q 2006 Operating revenue 559,8 437,3 567,4 685,0 2249,4 EBIT 21,4 15,9 18,2 30,4 85,9 EBT 22,7 17,5 21,3 33,0 94,5 Profit margin 4,1 % 4,0 % 3,8 % 4,8 % 4,2 % Post-tax EPS (NOK) 1,3 1,0 1,2 2,0 5,5 EPS diluted (NOK) 1,3 1,0 1,2 2,0 5,5 Number of shares (million) 12,06 12,06 12,06 12,06 12,06 On 30 April, Komplett acquired approx. 98 per cent of the shares in inwarehouse AB in return for a cash consideration. The net cost of the shares (including transaction costs) totalled MNOK inwarehouse is engaged in the same type of activities as Komplett is in Sweden. Had the acquisition not taken place, the Group would have posted operating revenues of MNOK 537 and an operating profit of MNOK The quarterly accounts have been prepared on the basis of the same principles as the annual accounts. The quarterly report has been produced in accordance with IAS 34 on interim reporting. Please refer to the company's website at and the Oslo Stock Exchange for presentations showing corporate development trends since

262 Appendix 6: Summary of Fairness Opinion issued by SEB Enskilda ASA 262

263 To: The Board and CEO, Komplett ASA From: SEB Enskilda ASA 28 August 2007 Summary of Fairness Opinion issued in relation to the recommended merger between Komplett ASA and Torp Computing Group ASA Introduction This opinion is prepared by SEB Enskilda ASA (Enskilda) and summaries Enskilda s evaluation of the recommended merger between Torp Computing Group ASA (TCG) and Komplett ASA (Komplett) announced 18 June The Boards of Directors of TCG and Komplett have agreed upon a proposed exchange ratio whereby each TCG shareholder will receive Komplett shares for every 1 TCG share, representing 20.89% of the combined company on a fully diluted basis. Based on the closing prices as of Friday 15 June 2007 this gives an implied price per TCG share of NOK 45.37, representing a 14.9% premium on the TCG share price. However, it should be noted that the liquidity in the TCG share has been low, and on Friday 15 June 2007, only 400 shares with a total value of NOK 15,800 was traded. Komplett is listed on Oslo Børs and TCG is registered on the Norwegian OTC-list. The last 30 days average TCG share price prior to the announcement of the proposed merger was NOK 39.8 per share. The last 30 days average Komplett share price prior to the announcement of the proposed merger was NOK per share. After the announcement the Komplett share price has increased, and based on the last 30 days average Komplett share price of NOK 149.2, the exchange ratio implies a value of the TCG share of NOK 50.2 per share. This is a summary of the more detailed Fairness Opinion provided to the Board of Komplett ASA. Reservations Our opinion is prepared on the basis of the mandate as financial advisor for the Board of Komplett in connection with a potential merger with TCG. We have endeavored to get a correct impression of Komplett and TCG operations and financial position, but have not performed any independent review or due diligence investigation of the companies or its operations. This opinion has been prepared by Enskilda prior to 28 August 2007 and is mainly based on publicly available information for both TCG and Komplett. We have assumed and relied upon, without independent verification, the accuracy and completeness of the information reviewed by us for the purposes of this opinion. We have relied upon and assumed the accuracy, completeness and fairness of all the financial and other information that was provided to the public by the companies. With respect to the input provided to us by the companies, we have assumed that it has been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the companies as to the operating and financial performance of the companies. We have not assumed any responsibility for making an independent evaluation of any of the individual assets or 263

264 28 August 2007 Strictly confidential liabilities of the companies. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. We assume that Komplett and TCG are not involved in any legal disputes and we are not informed of any other possible, future legal disputes or allegations regarding liability on the companies which, in our opinion, would be of material importance for the evaluation of the companies financial situation. Further we assume that all corporate decisions and resolutions have been taken by the relevant corporate bodies and in accordance with relevant legislation. No financial, commercial or legal due diligence has been conducted by Enskilda. We can and will not provide any assurance that the content in the information that we have based our statement on is correct or complete, and cannot give any guarantees or assurances with regards to the content. Enskilda undertakes no responsibility with regards to decisions based on the Komplett Board s statement regarding the proposal. Komplett and the Komplett Board commit to indemnify Enskilda for any claim arising from the assignment as financial advisor for Komplett for this evaluation and recommendation regarding the merger with TCG. Komplett is responsible for that any transactions and decisions that are made in connection with the proposed merger are based on lawful decisions in Komplett steering committees as well as in accordance with prevailing laws and regulations. Enskilda is an investment firm engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services. As financial adviser to Komplett in connection with the potential merger with TCG we will receive a fee for our services. In the ordinary course of our trading and brokerage activities Enskilda, or its associated companies, may at any time hold long and short positions, and trade or otherwise effect transactions, for our own account or the account of customers, in debt or equity securities of Komplett and TCG. Further employees of Enskilda and related parties could own shares in Komplett and TCG and could from time buy and sell shares in the companies. The content of this statement is not intended to be and shall not constitute a recommendation to the shareholders of Komplett as to whether to accept the exchange ratio or not, and each shareholder remains solely responsible for his/her own decisions. Any dispute arising out of, or relating to, this presentation shall be governed by the laws of Norway and shall be subject to the exclusive jurisdiction of the Norwegian courts. Document to the Board of Komplett ASA: Proposed merger with Torp Computing Group ASA 264 2

265 28 August 2007 Strictly confidential Conclusion on Exchange ratio considerations The exchange ratio considerations have been based on among others: Komplett and TCG financial forecasts Stand alone valuation of Komplett and TCG Relative historical equity value (share price development) A contribution analysis (sales, EBIT, equity) The proposed exchange ratio whereby each TCG shareholder will receive Komplett shares for every 1 TCG share, implies that Komplett shareholders will own 79.11% of the combined company. Enskilda concludes that the proposed exchange ratio is a fair exchange ratio for the Komplett shareholders from a financial point of view. Document to the Board of Komplett ASA: Proposed merger with Torp Computing Group ASA 265 3

266 Appendix 7: Summary of Fairness Opinion issued by Norden Fondsmeglerforretning ASA 266

267 The Board of Directors of Torp Computing Group ASA Østre Kullerød Sandefjord 28 August 2007 Summary of Fairness Opinion issued in relation to the recommended merger between Torp Computing Group ASA and Komplett ASA Introduction This summary has been prepared by Norden Fondsmeglerforretning ASA (Norden) and summarizes Norden s opinion of the exchange ratio in the proposed merger between Torp Computing Group ASA (TCG) and Komplett ASA (Komplett) announced 18 June The Boards of Directors of TCG and Komplett have agreed upon a proposed exchange ratio whereby each TCG shareholder will receive Komplett shares for every 1 TCG share, representing a total shareholding to the TCG shareholders of 20.89% of the combined company on a fully diluted basis. The Komplett shares to be issued to existing TCG shareholders will in all aspects be equal to the current shares in Komplett. This is a summary of the more detailed Fairness Opinion provided to the Board of TCG. Reservations Norden has been asked by the Board of Directors in TCG to prepare an opinion on the fairness of the exchange ratio in the proposed merger between TCG and Komplett. We have endeavored to get a correct impression of TCG and Komplett s operations and financial position, but have not performed any independent review or due diligence investigation of the companies or their operations. Our opinion has been based on publicly available information prior to the date of this letter. We have assumed and relied upon, without independent verification, the accuracy and completeness of such information for the purposes of this opinion. We have relied upon and assumed the accuracy, completeness and fairness of all the financial and other information that has been provided to the public by TCG and Komplett. Our opinion is based on customary and generally approved valuation methodologies. Our opinion is necessarily based on market, economic, financial and other conditions as in effect on the date hereof. Norden has no expressed opinion of the possible future trading prices of the Komplett shares when, and if, they are issued. Norden is an independent investment firm licensed and regulated by the Financial Supervisory Authority of Norway ( Kredittilsynet ) providing investment banking and financial advisory services. In connection with providing the Board of Directors in TCG with an opinion, Norden will receive a fixed fee for its services whether or not the merger is 267

268 28 August 2007 consummated. TCG and the TCG Board of Directors have committed to indemnify Norden for any claim arising from this opinion. Norden s opinion is only intended for use in connection with this assignment, and is not intended to be, and shall not constitute a recommendation to the shareholders of TCG as to whether to accept the exchange ratio or not. Each shareholder remains solely responsible for his/her own decisions. Conclusion on Exchange Ratio Considerations The exchange ratio considerations have been based on, but not limited to the following: TCG and Komplett financial forecasts Discounted cash flow valuations of both TCG and Komplett Peer group valuations The proposed exchange ratio whereby each TCG shareholder will receive Komplett shares for every 1 TCG share, implies that TCG shareholders will own 20.89% of the combined company. With basis, among other things, in the abovementioned considerations and reservations, it is Norden s opinion that the proposed exchange ratio is fair to TCG s shareholders from a financial point of view. Summary of Norden Fondsmeglerforretning ASA s Fairness Opinion to the Board of Torp Computing Group ASA: Proposed merger with Komplett ASA 268 2

269 Komplett ASA Østre Kullerød 4 P.O. Box 2094 NO-3249 Sandefjord Phone: Fax: Torp Computing Group ASA Østre Kullerød 5 NO-3241 Sandefjord Phone: Fax: SEB Enskilda ASA Filipstad Brygge 1 P.O. Box 1363 Vika NO-0113 Oslo Phone: Fax: Norden Investment Banking Stranden 1A, Aker Brygge P.O. Box 1580 Vika NO-0118 Oslo Phone: Fax: