Torp Computing Group ASA

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 0.336134 shares in Komplett ASA 

Advisor to Komplett ASA 

Advisor to Torp Computing Group ASA 

6 September 2007

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.

TABLE OF CONTENTS 

3 


Merger of Komplett ASA and Torp Computing Group ASA 

1 SUMMARY ..................................................................................................................................... 4 

2 RISK FACTORS............................................................................................................................. 9 

3 RESPONSIBILITY FOR THE INFORMATION MEMORANDUM ................................................ 15 

4 THE MERGER OF KOMPLETT AND TCG.................................................................................. 16 

5 KOMPLETT FOLLOWING COMPLETION OF THE MERGER................................................... 20 

6 INFORMATION ABOUT KOMPLETT.......................................................................................... 37 

7 INFORMATION ABOUT TCG ...................................................................................................... 63 

8 MARKET OVERVIEW .................................................................................................................. 66 

9 MAJOR SHAREHOLDERS.......................................................................................................... 70 

10 DOCUMENTS ON DISPLAY........................................................................................................ 72 

11 KEY INFORMATION .................................................................................................................... 73 

12 TAXATION IN NORWAY ............................................................................................................. 74 

13 DEFINITIONS AND GLOSSARY OF TERMS ............................................................................. 78 

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

4 



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 

2007. 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 4.5.1 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 4.5.2 

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 2007. 

1.2 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 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.

5 



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 0.336134 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 www.komplett.com or be obtained, free of charge at the offices of Komplett at Østre 

Kullerød 4, Sandefjord, Norway; or ii) TCG’ website www.tcg.no, 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 2004. And interims financial data 

presented for 1H and Q2 2006 and 2007 are not audited. 

1.4.1 Komplett 

Below is an extract of the consolidated financial statements of Komplett. For more detailed financial 

information, please see section 6.19. 

Figures in NOK 

1,000 

2004 

IFRS 

(audited) 

2005 

IFRS 

(audited) 

2006 

IFRS 

(audited) 

1H 2006 

IFRS 

(unaudited) 

1H 2007 

IFRS 

(unaudited) 

Q2 2006 

IFRS 

(unaudited) 

Q2 2007 

IFRS 

(unaudited) 

Total 

operating 

revenues 

1,794.0 1,973.9 2,249.4 997.1 1,296.8 437.3 633.5 

Operating 

profit 

45.7 63.4 85.9 37.3 33.0 15.9 13.0 

Ordinary pretax 

profit 

51.8 70.7 94.5 40.2 36.2 17.5 14.4 

Net profit 31.2 49.3 66.1 27.5 24.3 11.7 8.7 

Earnings per 

share 

2.6 4.1 5.5 2.3 2.0 1.0 0.7 

Total fixed 

assets 

38.8 40.1 43.5 39.4 187.9 39.4 187.9 

Total current 

assets 

511.3 476.7 574.0 425.7 531.0 425.7 531.0 

TOTAL 

ASSETS 

550.1 516.8 617.5 465.2 718.9 465.2 718.9 

Total equity 325.0 288.3 339.3 299.0 467.0 299.0 467.0 

Total liabilities 225.1 228.5 278.2 166.1 251.9 166.1 251.9 

TOTAL 

LIABILITIES 

AND EQUITY 

550.1 516.8 617.5 465.2 718.9 465.2 718.9

1.4.2 TCG 

Below is an extract of the consolidated financial statements of TCG. 


million 

2004 

NGAAP 

(audited) 

2005 

IFRS 

(audited) 

2006 

IFRS 

(audited) 

6 



1H 2006 

IFRS 

(unaudited) 

1H 2007 

IFRS 

(unaudited) 

Q2 2006 

IFRS 

(unaudited) 

Q2 2007 

IFRS 

(unaudited) 

Total 

operating 

revenues 

891.0 1098.3 1312.3 555.2 733.8 250.3 358.3 

Operating 

profit 

10.3 21.6 33.0 8.7 17.0 3.1 9.6 


profit 

8.4 21.4 31.1 8.2 15.0 3.2 8.7 

Net profit 4.4 14.6 21.6 5.3 10.3 2.1 6.1 

Earnings per 

share 

0.49 1.41 2.08 0.51 0.99 0.20 0.58 

Total fixed 

assets 

11.6 18.1 20.7 19.7 19.5 19.7 19.5 

Total current 

assets 

169.4 245.5 359.9 197.6 279.5 197.6 279.5 

TOTAL 

ASSETS 

181.0 263.7 380.6 217.3 299.0 217.3 299.0 

Total equity 33.6 64.0 81.4 65.4 83.8 65.4 83.8 


TOTAL 

LIABILITIES 

AND EQUITY 

181.0 263.7 380.6 217.3 299.0 217.3 299.0 

1.5 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 2007. Please refer to section 5.8 for a description of the pro forma adjustments. 


million 2006 PF IFRS (audited) 1H 2007 PF IFRS (unaudited) 

Komplett TCG Adj. Merged Komplett TCG Adj. Merged 

company 

company 

Total 

operating 

revenues 

2249.4 1312.3 -13.2 3548.5 1296.8 733.8 -7.5 2023.1 

Operating 

profit 

85.9 33.0 -7.7 111.2 33.0 17.0 -3.9 46.1 


profit 

94.5 31.1 -7.7 117.9 36.1 15.0 -3.9 47.2 

Net profit 66.1 21.6 -5.5 82.2 24.3 10.3 -2.8 31.8 

Earnings per 

share (NOK) 

5.5 2.08 -0.33 4.9 2.0 0.99 -0.17 1.9 

Total fixed 

assets 

187.9 19.5 460.2 667.5 

Total current 

assets 

531.0 279.5 -0.9 809.7 

TOTAL 

ASSETS 

718.9 299.0 459.3 1477.2 

Total equity 467.0 83.8 456.5 971.0 

Total liabilities 

TOTAL 

LIABILITIES 

AND EQUITY 

251.9 215.2 39.1 506.2

7 



1.6 Share capital 

Komplett’s registered share capital before the Merger is NOK 13,258,400.00 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 

(0.336134 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 

1.00. 

The new shares will be issued upon completion of the Merger, which is expected to take place 

ultimo December 2007. 

1.7 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

8 



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 2004-2006 

• 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 www.komplett.com. 

• Komplett’s Memorandum of Association

9 



2 RISK FACTORS 

2.1.1 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 

2.2.1 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. 

2.2.2 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.

10 



2.2.3 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. 

2.2.4 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. 

2.2.5 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. 

2.2.6 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.

11 



2.2.7 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. 

2.2.8 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. 

2.2.9 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. 

2.2.10 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. 

2.2.11 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. 

2.2.12 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

12 



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. 

2.2.13 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. 

2.2.14 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. 

2.2.15 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. 

2.2.16 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 

2.3.1 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.

13 



2.3.2 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. 

2.3.3 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 4.5.2. 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 

2.4.1 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. 

2.4.2 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. 

2.4.3 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

14 



directors and executive officers judgments obtained in U.S. courts predicated on the civil liability 

provisions of U.S. federal securities laws. 

2.4.4 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.

15 



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. 


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

16 



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 2007. 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 4.5.1 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 4.5.2 

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 2007. 

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 2 249 million. Komplett has more than 

1 600 000 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.

17 



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 7. 

4.5 The Merger 

4.5.1 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 0.336134 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 3 501 118, from NOK 13 258 400 to NOK 

16 759 518, through the issue of 3 501 118 shares, each with a nominal value of NOK 1. 

b) As consideration for the shares Komplett shall take over TCG’s assets, valued at NOK 

416 633 600 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 0.336134 new shares in Komplett for 

each share that the shareholders own in TCG as merger consideration. Fractions of shares will not

18 



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 13-17 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 117.2 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. 

4.5.2 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

19 



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 13-15 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. 

4.5.3 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.

20 



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 7. 

5.1 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 

IR 

CEO 

TCG Norway Komplett Norway Communications Logistics IT/Development Financial Sweden/Denmark Western Europe 

5.3 Legal structure 

Komplett 

AS 

Norway 

Komplett 

BV 

The 

Netherl. 

KDF 

Sweden 

IWH AB 

Sweden 

Malex 

Data AB 

Sweden 

Apparat 

Inv. AB 

Sweden 

Komplett 

ASA 

Itegra AS 

Norway 

MPX.no 

AS 

Norway 

XD.no AS 

Norway 

TCG 

Kapital 

AS 

Norway 

Micro Parts 

Expr 

Sweden AB 

Sweden 

Torp Distr. 

AS 

Norway

21 



5.4 Organisation 

5.4.1 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. 

5.4.2 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 2006. 

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.

22 



5.4.3 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 

5.4.4 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 1999. 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 2002. Prior to this she was director of marketing in Color 

Line (Scandi Line AS) for ten years.

Lars Seeberg, Manager TCG 

23 



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 1999. 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 6.12. 

5.5 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 6.19.6 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 

5.7.1 Shares and share capital 

Komplett’s registered share capital before the Merger is NOK 13,258,400.00 divided into 

13,258,400 shares each with a nominal value of NOK 1.00, fully paid. 

As mentioned in section 4.5.1 above, 100% of the consideration to the shareholders in TCG shall 

be settled with new shares in Komplett (0.336134 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 1.00. 

The new shares will be issued upon completion of the Merger, which is expected to take place 

ultimo December 2007. 

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

24 



refer to sections 5.7.4 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 4.5.2 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 001 0032097. 

There are no outstanding options, other rights to acquire shares or other share structured incentive 

agreements for management or employees in Komplett and TCG. 

5.7.2 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 1 200 000 by issuing up to 1 200 000 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 1 200 000 of the company's shares, 

each with a nominal value of NOK 1.00, for a total nominal value of up to NOK 1 200 000. 

2. 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. 

5.7.3 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.

25 



5.7.4 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. 

5.7.5 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. 

5.7.6 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

26 



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 12. 

5.7.7 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. 

5.7.8 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

27 



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 5.7.2 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 4.5.1 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. 

5.7.9 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. 

5.7.10 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

28 



included in the notice of the meeting. The shareholders consequently have a right to share in the 

company’s profits. 

5.7.11 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. 

5.7.12 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. 

5.7.13 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. 

5.7.14 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

29 



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. 

5.7.15 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. 

5.7.16 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. 

5.7.17 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 1.00.

30 



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 

5.8.1 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 2007. 

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 2007. 

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. 

5.8.2 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 2007. 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:

31 



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 0.336134 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 2007. 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 2007. 

5.8.3 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 322.6 million. In accordance with IFRS goodwill is not depreciated, but be 

tested annually for impairment. 

5.8.4 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.

32 



5.8.5 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. 

5.8.6 Pro forma financial information – income statement 

First six months 2007 

Figures in NOK million Komplett ASA TCG ASA Internal 

sale 

Adjustments 

Elimination 

shares 

note Merged 

company 

Pro Forma 

Operating revenue 1296.8 733.8 -7.5 1 2023.1 

Cost of goods sold 1119.1 655.8 -7.5 1 1767.4 

Gross contribution 177.7 78.0 0.0 0.0 255.7 

Personnel costs 77.4 33.4 110.8 

Operating costs 58.5 24.4 82.9 

EBITDA 41.8 20.2 0.0 0.0 62.0 

Depreciation 8.8 3.2 3.9 3 15.9 

Operating profit 33.0 17.0 0.0 -3.9 46.1 

Share of profit in 

associated companies 

0.4 0.0 0.4 

Other financial items 2.7 -2.0 0.7 

Pre-tax profit 36.1 15.0 0.0 -3.9 47.2 

Taxes 11.8 4.7 -1.1 15.4 

Net profit 24.3 10.3 0.0 -2.8 31.8 

Earnings per share 

(NOK) 

2.0 0.99 -0.17 1.90

Full year 2006 

Figures in NOK million Komplett ASA TCG ASA Internal 

sale 

33 



Adjustments 

Elimination 

shares 

note Merged 

company Pro 

Forma 

Operating revenue 2249.4 1312.3 -13.2 1 3548.5 

Cost of goods sold 1936.6 1171.7 -13.2 3 3095.1 

Gross contribution 312.8 140.6 0.0 0.0 453.4 

Personnel costs 121.2 62.5 183.7 

Operating costs 94.2 39.2 133.4 

EBITDA 97.5 38.9 0.0 0.0 136.4 

Depreciation 11.7 5.9 7.7 3 25.3 

Operating profit 85.9 33.0 0.0 -7.7 111.2 


associated companies 

1.1 0.0 1.1 

Other financial items 7.5 -1.9 5.6 

Pre-tax profit 94.5 31.1 0.0 -7.7 117.9 

Taxes 28.5 9.5 -2.2 35.7 

Net profit 66.1 21.6 0.0 -5.5 82.2 


(NOK) 

5.5 2.08 -0.33 4.90

5.8.7 Pro forma financial information – balance sheet, as of June 30 2007 

Assets 

Figures in NOK million Komplett 


TCG ASA Goodwill 

TCG 

34 



Adjustments 

Share capital 

increase 

Eliminations note Merged 

company 

Pro Forma 

Goodwill 111.6 4.4 -4.4 322.6 3 434.2 

Intangible assets 29.8 1.7 142.0 3 173.5 

Tangible fixed assets 26.2 13.3 39.5 

Financial fixed assets 20.3 0.1 504.0 -504.0 2 20.4 

Total fixed assets 187.9 19.5 -4.4 504.0 -39.4 667.5 

Stock of goods 222.0 72.7 294.7 

Accounts receivable 125.2 163.9 -0.9 2 288.2 

Consumer loans 81.5 35.9 117.3 

Taxes and duties 

receivable 

10.3 0.0 10.3 

Other current 

receivables 

37.6 4.1 41.7 

Bank deposits and 

cash 

54.5 3.0 57.5 

Total current assets 531.0 279.5 0.0 0.0 -0.9 809.7 

Total assets 718.9 299.0 -4.4 504.0 -40.3 1477.2 

Equity and liabilities 

Figures in NOK million Komplett 


Total equity (incl 

minority interest) 

TCG ASA Goodwill 

TCG 

Adjustments 

Share capital 

increase 

Eliminations note Merged 

company 

Pro Forma 

467.0 83.8 -4.4 504.0 -79.4 2, 3 971.0 

Deferred tax liability 4.2 40.0 3 44.2 

Other long term debt 3.4 3.4 

Total long-term 

liabilities 

4.2 3.4 0.0 0.0 40.0 47.6 

Accounts payable 157.8 76.2 -0.9 3 233.1 


payable 

35.7 14.7 50.4 

Tax payable 13.9 7.4 21.3 

Short term financial 

debt 

106.4 106.4 

Dividend 0.0 0.0 0.0 

Other current liabilities 40.3 7.1 47.5 

Total current 

liabilities 

Total liabilities and 

equity 

247.7 211.8 0.0 0.0 -0.9 458.6 

718.9 299.0 -4.4 504.0 -40.3 1477.2

35 



5.8.8 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 

2006. 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. 

5.8.9 Auditor’s report 

KPMG’s report regarding the pro-forma figures is attached hereto as Appendix 4. 

5.9 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.

36 



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.

37 



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 2 249 million and Komplett has more than 

1 600 000 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 +47 33 45 42 00 and telefax +47 33 45 42 01. Komplett’s 

registration number is 980 213 250. The company was incorporated 30 June 1998 and registered 2 

November 1998. 

6.3 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. 

2007 Komplett.fr established. Acquisition of inWarehouse AB. Proposed merger with Torp 

Computing Group ASA

6.4 Legal structure 

The chart below outlines the ownership structure of the group companies. 

Komplett AS 

Norway 

Komplett BV 

The Netherlands 

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) 

38 

KDS AB 

Sweden 



IWH AB 

Apparat Invest AB Malex data AB 

• 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 

6.5.1 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

39 



• Revenue growth combined with increased efficiency and a solid gross margin 

• Geographical expansion into new countries 

6.5.2 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 

6.6.1 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 2007. 

6.6.2 Komplett’s business model 

Most of Komplett’s products are purchased directly from manufacturers. Over the years, ecommerce 

has gained significantly more acceptance among manufacturers and the interest in

40 



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 2006. Komplett also sells products to roughly 6 000 

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.

41 



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. 

6.6.3 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 2007. 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. 

6.6.4 Financial information 

The table below illustrates the development in operating revenue by income category: 

NOK million 2004 2005 2006 1H 2007 

Direct sales 1,172 1,366 1,606 966 

Sales to dealers 622 608 636 321 

Consumer financing 7 10 

Total 1,794 1,974 2,249 1,297

The table below illustrates the development in operating revenue by area: 

42 



NOK million 2004 2005 2006 1H 2007 

Norway 1,347 1,451 1,551 803.4 

Sweden/Denmark* 315 331 457 356.9 

UK/Ireland 112 166 199 101.3 

The 

Netherlands/Belgium** 

8 26 35 25.2 

Germany Austria*** 13 7 10.0 

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 2006 

6.7 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. 

2007 

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 2007. At the moment 

Komplett is in the implementation phase of a new warehouse automation system which will require 

investments of approximately NOK 45-55 millions in total. 

2006 

Investments in the period amount to NOK 13.616 million divided into: 

2005 

Machinery and fittings: 11.453 million 

Software: 2.163 million 



Software: 3.092 million

2004 



Software: 8.372 million 

43 



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 2007. 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 247.7 

Total current debt (A) 247.7 

Non-current debt 

Guaranteed 0.0 

Secured 0.0 


Total non-current debt (B) 4.2 

Shareholders’ equity 

Share capital 13.3 

Legal reserve 248.4 

Other reserves 204.5 

Total shareholders equity (C) 466.2 

Minority share (D) 0.7 

Total capitalisation (A+B+C+D) 718.9 

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) -54.5 

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) -54.5 

44 



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. 

6.10 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. 

6.11 Board of Directors 

6.11.1 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 1997 – 2001. 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 150 000 shares and 0 stock options in the company. In addition close relatives to Mr. 

Thuresson owns 6 000 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

45 



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 

4.187.300 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. 

6.11.2 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 5.4.1 above.

46 



6.11.3 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. 

6.12 Management 

As at the date of this Information Memorandum Komplett’ executive management is organised as 

follows: 

Trond Christensen 

Financial Manager 

Vidar Eskelund 

CCO 

Gyrid Skalleberg Ingerø 

CFO 

The group executive management is: 

Eric Sandtrø, Chief Executive Officer 

Pål Vindegg 

COO 

Eric Sandtrø 

CEO 

Jan Gusland (resigned) 

CDO 

Vincent Hoogduijn 

Manager Komplett BV 

Ole Sauar 

Manager Komplett AB 

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 

2003. 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

47 



electronics engineering. Vindegg has been working in Komplett since 2003. 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 1999. 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 2004. 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. 

6.13 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. 

6.14 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.

48 



6.15 Remuneration and benefits 

The table below shows remunerations for the Board of Directors and the CEO in 2006. 

NOK 1,000 2006 

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 2006. 

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. 

6.16 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. 

6.17 Employees 

At 30 June 2007, Komplett had 374 employees. 

2004 2005 2006 30 June 2007 

Employees EOP 296 310 350 420 

Loans to employees totalled NOK 0 at year-end. There were no loans to members of the Board or 

the CEO. 

6.18 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 1,000 2004 2005 2006 30 June 2007 

Sales 76,006 112,878 100,987 43,744 

Accounts receivable EOP 6,117 12,275 9,635 7,261 

6.19 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

49 



financial statements for the three and six moths ended 30 June 2007. 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. 

6.19.1 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 

2006. 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 2006. 

The company earned an operating profit of MNOK 13.0 (-18 per cent) during the quarter, 

compared with MNOK 15.9 in 2Q 2006. This includes a negative effect of MNOK 6.6 related to 

inWarehouse, which was acquired as from May 2007. 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 2006. 

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 2007. 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 2006. 

inWarehouse sales are included as from May. 

Segmental information 

Scandinavian operations saw sales increasing by MNOK 181.4 to MNOK 568.6 (+47 per cent) 

during 2Q, resulting in an operating profit of MNOK 12.4. In Western Europe (outside Scandinavia), 

sales climbed to MNOK 60.0 (+20 per cent), and the EBIT came to MNOK -2.1.

50 



At mid-year 2007, Komplett's consumer financing segment had a lending portfolio of MNOK 81.0, 

divided among 9 404 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 2007. Excluding consumer financing, the contribution margin ratio 

would have been 13.0 per cent, compared with 13.3 per cent in 2Q 2006. 

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 2006. MNOK 12.7 refers to costs related to 

inWarehouse. Adjusted for this, costs increased by MNOK 14.9. 

Equity and shareholder affairs 

At 30 June 2007, there were 13 258 400 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 1 200 000 shares on 9 May 2007, raising MNOK 125 in 

net fresh capital. 

2006 


Komplett’s total direct sales added up to MNOK 1 613 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 2 249 (+14%) 

In 2006, Komplett's sales added up to MNOK 1 551 (+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 154.0 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 6 043 

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. 


At 31 December 2006, there were 12 058 400 shares in the company, divided among 468 

shareholders and 24% of the Group was owned by foreign shareholders. The equity ratio was 55%. 

2005 

Komplett posted aggregate sales of MNOK 1 974 in 2005, compared with MNOK 1 794 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 2005. 

Komplett’s liquidity is good, with liquid assets totalling MNOK 166.4 at the close of 2005. 2005 as a 

whole resulted in a positive cash flow from operations of MNOK 59.4. MNOK 48.2 in extraordinary 

dividends were paid to the company's shareholders on 11 October 2005. 

Komplett’s total direct sales added up to MNOK 1 364 in 2005 (+16%).Komplett reported total 

sales of MNOK 608 to dealers in 2005 (-2%).

51 



In 2005, Komplett had a turnover of MNOK 1 451 (+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 833 326 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 90 

000 customers in 2005. Altogether, Komplett had 1 170 063 registered customers. 


At 31 December 2005, there were 12 058 400 shares in the company, divided among 541 

shareholders. 40% of the company's shares were in foreign hands. The equity ratio was on 56%. 

2004 

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 2003. 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 2003. Komplett’s sales to computer resellers in 2004 totalled 

NOK 622 million (-11%), as compared to NOK 696 million in 2003. 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 314.8 million, while the United Kingdom/Ireland generated turnover of 

NOK 112.1 million in 2004. 

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%.

6.19.2 Income Statement 


million 

2004 

(restated to 

IFRS ) 

2005 2006 YTD 30 June 

2006 

(unaudited) 

52 



YTD 30 June 

2007 

(unaudited) 

Q2 2006 

(unaudited) 

Q2 2007 

(unaudited) 

Operating revenue 1,794.0 1,973.9 2,249.4 997.1 1,296.8 437.3 633.5 

Cost of goods sold 1,579.6 1,717.1 1,936.6 861.3 1,119.1 378.2 546.7 

Gross contribution 214.4 256.8 312.8 135.8 177.7 59.1 86.7 

Personnel costs 89.8 106.1 121.2 50.4 77.4 21.0 38.5 

Operating costs 67.1 77.4 94.2 42.8 58.5 19.6 29.6 

EBITDA 57.5 73.4 97.5 42.6 41.8 18.5 18.6 

Depreciation 11.8 10.0 11.7 5.3 8.8 2.6 5.5 

Operating profit 45.7 63.4 85.9 37.3 33.0 15.9 13.0 


associated 

companies 

1.8 1.7 1.1 0.3 0.4 0.2 0.2 

Other financial items 4.3 5.7 7.5 2.6 2.7 1.4 1.2 

Pre-tax profit 51.8 70.7 94.5 40.2 36.2 17.5 14.4 

Taxes 20.6 21.4 28.5 12.7 11.8 5.8 5.7 

Net profit 31.2 49.3 66.1 27.5 24.3 11.7 8.7 


(Diluted) 

2.6 4.1 5.5 2.3 2.0 1.0 0.7

6.19.3 Balance Sheet 

Figures in NOK million 

2004 (restated 

to IFRS ) 

53 



2005 2006 30 June 2006 

(unaudited) 

30 June 2007 

(unaudited) 

Goodwill 0.0 0 0.0 0.0 111.6 

Intangible assets 18.1 19.2 10.3 10.6 29.8 

Tangible fixed assets 14.9 14.4 18.2 15.7 26.2 

Financial fixed assets 5.8 6.5 15.0 13.1 20.3 

Total fixed assets 38.8 40.1 43.5 39.4 187.9 

Stock of goods 158.3 187.5 214.6 150.0 222.0 

Accounts receivable 110.2 102.7 116.1 91.5 125.2 

Consumer loans 5.3 58.3 24.3 81.5 


receivable 

Other current 

receivables 

Bank deposits and 

cash 

31.1 2.9 22.0 9.7 10.3 

5.7 11.8 9.0 4.5 37.6 

206.0 166.5 154.0 145.7 54.5 

Total current assets 511.3 476.7 574.0 425.7 531.0 

Total assets 550.1 516.8 617.5 465.2 718.9 


2004 (restated 

to IFRS ) 

2005 2006 30 June 2006 

(unaudited) 

30 June 2007 

(unaudited) 

Paid-in equity 136.7 136.7 136.7 136.7 136.7 

Retained earnings 188.3 151.6 202.6 162.3 329.5 

Minority interest 0 0 0 0.7 

Total equity (incl 

minority interest) 

325.0 288.3 339.3 299.0 467.0 

Deferred tax liability 0.0 4.2 4.5 4.2 4.2 

Total long-term 

liabilities 

0.0 4.2 4.5 4.2 4.2

54 



Accounts payable 147.4 128.0 174.9 90.3 157.8 


payable 

33.8 41.3 41.0 28.2 35.7 

Tax payable 18.8 18.2 25.0 15.8 13.9 

Dividend 0.0 0.0 0.0 0.0 

Other current liabilities 25.1 36.8 32.8 27.6 40.3 

Total current 

liabilities 

Total liabilities and 

equity 

6.19.4 Cash Flow Statement 


Cash flows used in 

operating activities 

Cash flow used in 

consumer finance 


investing activities 


financing activities 

2004 

(restated 

to IFRS ) 

225.1 224.3 273.7 161.9 247.7 

550.1 516.8 617.5 465.2 718.9 

2005 2006 YTD 30 June 

2006 

(unaudited) 

YTD 30 June 

2007 

(unaudited) 

Q2 2006 

(unaudited) 

Q2 2007 

(unaudited) 

57.0 59.5 63.5 20.4 -14.0 26.0 2.5 

-5.3 -53.1 -19.1 -23.1 -8.0 -4.7 

-8.9 -9.3 -5.8 -5.2 -168.1 -4.8 -162.5 

0 -0.2 0.0 125.0 0.0 125.0 

Dividends paid -14.5 -84.4 -16.9 -16.9 -19.3 -16.9 -19.3 

Increase in capital 9.6 

Net decrease in bank 

deposits and cash 

Opening bank deposits 

and cash 

Closing bank 

deposits and cash 

43.2 -39.5 -12.5 -20.8 -99.5 -3.7 -59.1 

162.8 206.0 166.5 166.5 154.0 149.3 113.6 

206.0 166.5 154.0 145.7 54.5 145.7 54.5

55 



6.19.5 Summary of Accounting Policies 

The consolidated accounts of Komplett for 2006 were approved by the Annual General Meeting 27. 

March 2007. 

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 2006. 

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 2007. 

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)

56 



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 2006. The 

stake remained unchanged in 2006. 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 2003. 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.

57 



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.

Dividends 

Dividends are classified as liabilities once they are adopted by the AGM. 

58 



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. 


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

59 



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. 

6.19.6 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: +47 24 00 24 00 

Fax: +47 24 00 24 01

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: +47 21 09 21 09 

Fax: +47 22 60 96 01 

60 



Ernst & Young and KPMG is member of Den Norske Revisorforening (The Norwegian Institute of 

Public Accountants). 

6.19.7 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. 

6.20 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. 

6.21 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. 

6.22 Share capital and shareholder matters 

6.22.1 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 1.00. 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 001 0032097. The company’s Registrar is DnB NOR 

Bank ASA, Stranden 21, 0021 Oslo, Norway. 

6.22.2 Historical development in the share capital 

Development in share capital NOK million

Share capital per 01.01.2004 5 910 

Split 6 029 

Share capital increase 119 

Share capital per31.12.2004 12 058 






Share capital increase 1 200 


61 



6.22.3 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 5.7.2 above. 

6.22.4 Convertible securities/warrants etc. 

There are no outstanding convertible securities/warrants etc. 

6.22.5 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.

62 



6.22.6 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: 

Price (NOK) 

180 

160 

140 

120 

100 

80 

60 

40 

20 

0 

Jan-04 Jun-04 Nov-04 Apr-05 Sep-05 Feb-06 Jul-06 Dec-06 May-07 

Volume Price 

2,500 

2,000 

1,500 

1,000 

500 

0 

Volume (1,000) 

Source: Datastream 

6.23 Corporate Governance 

Komplett currently complies with the Norwegian Code of Practice for Corporate Governance issued 

on 28 December 2006. 

6.24 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.

7 INFORMATION ABOUT TCG 

63 



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

7.5 Key figures 


million 

2004 

NGAAP 

(audited) 

2005 

IFRS 

(audited) 

2006 

IFRS 

(audited) 

64 



1H 2006 

IFRS 

(unaudited) 

1H 2007 

IFRS 

(unaudited) 

Q2 2006 

IFRS 

(unaudited) 

Q2 2007 

IFRS 

(unaudited) 

Total 

operating 

revenues 

891.0 1098.3 1312.3 555.2 733.8 250.3 358.3 

Operating 

profit 

10.3 21.6 33.0 8.7 17.0 3.1 9.6 


profit 

8.4 21.4 31.1 8.2 15.0 3.2 8.7 

Net profit 4.4 14.6 21.6 5.3 10.3 2.1 6.1 

Earnings per 

share 

0.49 1.41 2.08 0.51 0.99 0.20 0.58 

Total fixed 

assets 

11.6 18.1 20.7 19.7 19.5 19.7 19.5 

Total current 

assets 

169.4 245.5 359.9 197.6 279.5 197.6 279.5 

TOTAL 

ASSETS 

181.0 263.7 380.6 217.3 299.0 217.3 299.0 

Total equity 33.6 64.0 81.4 65.4 83.8 65.4 83.8 


TOTAL 

LIABILITIES 

AND EQUITY 

181.0 263.7 380.6 217.3 299.0 217.3 299.0 

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 2007. 

7.6 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 +47 23 39 50 80 and telefax +47 23 39 50 

51. TCG’s registration number is 960 666 682. The company was incorporated in 1999. 

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 2006. 

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.

65 



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. 

7.10 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. 

7.11 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 2008. The warehouse is only 200 meter 

from Komplett’s warehouse in Sandefjord.

8 MARKET OVERVIEW 

66 



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 

NOK million 

30,000 

25,000 

20,000 

15,000 

10,000 

5,000 

- 

1998 1999 2000 2001 2002 2003 2004 2005 2006 

Source: Norwegian Consumer Electronics Trade Foundation 

Consumer electronics market revenues, Norway Growth y/y 

25.0% 

20.0% 

15.0% 

10.0% 

5.0% 

0.0% 

-5.0% 

-10.0% 

The retail market for consumer electronics in the retail channel in Norway grew 12 percent to NOK 

28.5 billion in 2006. 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 2006. 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 15- 

20 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,

67 



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 1999-2000. 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), ecommerce 

has grown from 0.9% in Q2 2000 to 3.2% in Q1 2007. Although growth has been 

impressive, note that the e-commerce share of US retail sales is still very low. 

Growth Y/Y 

80% 

70% 

60% 

50% 

40% 

30% 

20% 

10% 

0% 

US e-commerce retail sales and Y/Y growth rate 

Q100 

Q300 

Q101 

Q301 

Q102 

Source: US Census bureau 

Q302 

Q103 

Q303 

Q104 

Q304 

Q105 

Q305 

Q106 

Q306 

Q107 

35,000 

30,000 

25,000 

20,000 

15,000 

10,000 

5,000 

0 

USDm (seasonally adjusted) 

US e-commerce share of total retial sales 

8.4 Attractive macro drivers 

There are several macro drivers that make e-commerce attractive, these are among others: 

8.4.1 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). 

8.4.2 Convenience 

Shopping on the Internet is normally less time-consuming than traveling around in crowded cities 

from store to store. 

8.4.3 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. 

Q100 

Q300 

Q101 

Q301 

Q102 

Q302 

Q103 

Q303 

Q104 

Q304 

Q105 

Q305 

Q106 

Q306 

Q107 

3,5 % 

3,0 % 

2,5 % 

2,0 % 

1,5 % 

1,0 % 

0,5 % 

0,0 %

68 



8.4.4 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. 

8.4.5 Novelty 

When shopping on the Internet you have the possibility of purchasing unique products not available 

in your town or country. 

8.4.6 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.

Figure: People having purchased products over the Internet 

69 


Merger of Komplett ASA and Torp Computing Group ASA

70 



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 2,281,700 17.21% 

CANICA AS 1,905,600 14.37% 

STAVSMARK AS 1,150,386 8.68% 

BROWN BROTHERS HARRIMAN & CO 1,000,000 7.54% 

PARETO AKSJE NORGE 863,950 6.52% 

NORDEA BANK PLC FINLAND NIFC 662,900 5.00% 

DAGBLADET INVEST P713AK 505,000 3.81% 

SAUAR OLE TORGER 420,044 3.17% 

PARETO AKTIV 383,600 2.89% 

VERDIPAPIRFONDET NORDEA VEKST 304,198 2.29% 

SEVERINSEN ATLE VADUM 205,328 1.55% 

VERDIPAPIRFONDET DANSKE FUND NOR 155,800 1.18% 

JPMBLSA 151,810 1.15% 

THURESSON BENGT OLOF 150,000 1.13% 

STIFTELSEN STATOILS PENSJONSKASSE 145,313 1.10% 

MP PENSJON 144,400 1.09% 

VERDIPAPIRFONDET NORDEA AVKASTNING 132,972 1.00% 

VERDIPAPIRFONDET NORDEA SMB 130,024 0.98% 

NORDEA BANK DENMARK AS 122,300 0.92% 

STATOIL FORSIKRING AS 86,726 0.65% 

TOP 20 10,902,051 82.23% 

Other 2,356,349 17.77% 

TOTAL 13,258,400 100.00% 

The 20 largest shareholders in TCG as registered by the VPS on 6 September 2007 were: 



AMALIE AS 1,206,140 11.58% 

BYTE CONSULT AS 961,498 9.23% 

ASTON HOLDING AS 818,710 7.86% 

ALCIDES HOLDING AS 730,000 7.01% 

WIRUM FRANK ROBERT HILMARSEN 452,200 4.34% 

HOOD INVEST AS 363,600 3.49% 

VINCON AS 328,560 3.15% 

SIKA INVEST AS 319,540 3.07% 

SEEBERG LARS 285,000 2.74% 

FJELLSTRAND AS 238,300 2.29% 

PETTERSEN BENGT NORDSTRØM 170,000 1.63% 

LARSEN OLE MORTEN HYSTAD 166,660 1.60% 

BJURSTEDT ATLE 143,000 1.37% 

KJOSS MORTEN 139,840 1.34% 

RASK-JENSEN HUGO 134,000 1.29% 

NAGELL THOR 70,540 0.68% 

ASTON CAPITAL AS 62,900 0.60% 

FOSSENGEN TERJE 60,000 0.58% 

HAGBERG ANTON 60,000 0.58% 

TOP 20 9,477,608 90.99% 

Other 938,232 9.01% 

TOTAL 10,415,840 100.00%

71 



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: 



CANICA AS 1,905,600 11.37% 

STAVSMARK AS 1,150,386 6.86% 

BROWN BROTHERS HARRIMAN & CO 1,000,000 5.97% 

PARETO AKSJE NORGE 863,950 5.15% 

NORDEA BANK PLC FINLAND NIFC 662,900 3.96% 

DAGBLADET INVEST P713AK 505,000 3.01% 

SAUAR OLE TORGER 420,044 2.51% 

AMALIE AS 405,425 2.42% 

PARETO AKTIV 383,600 2.29% 

BYTE CONSULT AS 323,192 1.93% 

VERDIPAPIRFONDET NORDEA VEKST 304,198 1.82% 

ASTON HOLDING AS 275,196 1.64% 

ALCIDES HOLDING AS 245,378 1.46% 

SEVERINSEN ATLE VADUM 205,328 1.23% 

VERDIPAPIRFONDET DANSKE FUND NOR 155,800 0.93% 

WIRUM FRANK ROBERT HILMARSEN 152,000 0.91% 

JPMBLSA 151,810 0.91% 

THURESSON BENGT OLOF 150,000 0.90% 

STIFTELSEN STATOILS PENSJONSKASSE 145,313 0.87% 

TOP 20 12,610,157 75.26% 

Others 4,149,297 24.74% 

TOTAL 16,759,518 100.00% 

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.

72 



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 2004-2006 

• 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 www.komplett.com. 

• Komplett’s Memorandum of Association

73 



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. 

11.2 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 106.4 


Total current debt (A) 458.6 

Non-current debt 

Guaranteed 0.0 

Secured 0.0 


Total non-current debt (B) 47.6 

Shareholders’ equity 

Share capital 16.8 

Legal reserve 745.9 

Other reserves 209.0 

Total shareholders equity (C) 971.7 

Minority share (D) 0.7 

Total capitalisation (A+B+C+D) 1477.9 

Cash 57.5 

Cash equivalents 0.0 

Trading securities 0.0 

Liquidity (E) 57.5 

Current financial receivables (F) 0.0 

Current bank debt 106.4 

Current portion of non current debt 0.0 

Other current financial debt 0.0 

Current financial debt (G) 106.4 

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) 49.4

12 TAXATION IN NORWAY 

74 



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. 

12.1 The merger 

12.1.1 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. 

12.1.2 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. 

12.1.3 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. 

12.2 Norwegian Shareholders 

12.2.1 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).

75 



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. 

12.2.2 Capital gains tax 


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 2006. 

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.

76 




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. 

12.2.3 Net Wealth Tax 


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 are not subject to wealth tax. 

12.3 Foreign shareholders 

12.3.1 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.

77 



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. 

12.3.2 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. 

12.3.3 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. 

12.4 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.

78 



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 Earnings before interest, taxes, depreciation 

and amortisation 

Information Memorandum This information memorandum 

ISIN International Securities Identification Number 

IFRS International Financial Reporting Standards 

Manager SEB Enskilda ASA 

Merger The merger between Komplett ASA and Torp 

Computing Group ASA 

Merged Company Komplett ASA after the Merger 

Merger Plan The merger plan entered into by the Boards of 

Directors of Komplett ASA and Torp Computing 

Group ASA on 6 September 2007 

NGAAP Norwegian General Accepted Accounting 

Principles 

NOK The currency of the Kingdom of Norway 

(Norwegian krone) 

Komplett Komplett ASA 

KOM Komplett’s ticker on Oslo Børs 

Oslo Børs Oslo Børs ASA (The Oslo Stock Exchange) 

Public Limited Companies Act The Act of 13 June 1997 no 45 on Public 

Limited Companies 

TCG Torp Computing Group ASA 

U.S. United States of America 

VPS The Norwegian Central Securities Depository

Appendix 1: Merger Plan with appendices, including 

consolidated financial statements for Komplett ASA 

and Torp Computing Group ASA for 2004, 2005 and 

2006 

79

MERGER PLAN 

for the merger between 


and 


80 

1695252/3 1

CONTENTS 

Page 

1 BACKGROUND ..........................................................................................................4 

2 RATIONALE FOR THE MERGER ....................................................................................4 

3 THE MERGER PROCEDURE AND THE NAME AND REGISTERED OFFICE OF THE MERGED 

COMPANY ................................................................................................................4 

4 MERGER CONSIDERATION AND EXCHANGE RATIO.........................................................5 

5 DATES.....................................................................................................................5 

6 CONDITIONS FOR THE MERGER’S ENTRY INTO FORCE ...................................................6 

7 PROPOSAL FOR THE RESOLUTION FOR A CAPITAL INCREASE ..........................................7 

8 PROPOSALS FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION ...............................8 

9 BOARD OF DIRECTORS, MANAGING DIRECTOR AND AUDITOR ........................................8 

10 IMPLEMENTATION OF THE MERGER .............................................................................8 

11 INTERIM BALANCE SHEET AND DRAFT OPENING BALANCE SHEET ETC. ............................9 

12 CHANGES TO THE MERGER PLAN ................................................................................9 

13 IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES AND THE ORGANISATION ...............9 

14 ORGANIZATION OF THE MERGED COMPANY .................................................................9 

15 CONDITIONS FOR EXERCISING SHAREHOLDER RIGHTS IN KOMPLETT .............................9 

16 DISTRIBUTION TO SHAREHOLDERS...........................................................................10 

17 OTHER LIMITATIONS...............................................................................................10 

18 NO SPECIAL BENEFITS/RIGHTS FOR BOARD MEMBERS ETC ..........................................10 

19 INFORMATION ........................................................................................................10 

20 TERMINATION AND INDEMNITY ................................................................................10 

21 DISPUTE RESOLUTION.............................................................................................10 

Appendices 

Appendix 1 Articles of Association of Komplett ASA. 

Appendix 2 Articles of Association of Torp Computing Group ASA. 

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

Appendix 4 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. 

1695252/3 81 

2

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. 

1695252/3 82 

3

MERGER PLAN 

This merger plan is entered into on 6 September 2007 between: 

(1) Komplett ASA, Business Registration No. 980 213 250, Østre Kullerød 4, 3241 Sandefjord 

(“Komplett”), and 

(2) Torp Computing Group ASA, Business Registration No. 960 666 682, 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 2007. 

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 

1695252/3 83 

4

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 1 577 749 600 and TCG was valued at NOK 416 633 600 as of 17 

June 2007. The valuation was based on there being 13 258 400 shares in Komplett and 

10 415 840 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 3 501 118 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 0.336134 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 3 501 118 

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 13-17 of the Public Limited 

Liability Companies Act. The aim is to make the registration at the end of December 2007. 

On the date of the entry into force the following effects of the Merger will occur: 

a) TCG is dissolved, 

1695252/3 84 

5

) 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 13-17 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 

1695252/3 85 

6

consent. The Parties recognize that two large activities are ongoing in Komplett: The 

integration process of the Swedish company inWarehouse acquired in May 2007 and 

the installation of an automated warehouse system. The parties also recognize the 

ongoing construction work for a new logistics centre for TCG. 

e) No circumstances or incidents that materially alter the basis for the Merger having 

occurred prior to the time when the new shareholder elected board members as 

mentioned in Section 9 assume their positions. 

f) The deadline for objections from creditors pursuant to Article 13-15 of the Public 

Limited Companies Act having expired for both Parties and the relation to creditors who 

have raised objections, if any, having been settled, or the District Court having decided 

that the Merger may nevertheless be completed and registered with the Register of 

Business Enterprises. 

The Board of Directors of each of the respective Parties shall decide for and on behalf of that 

Party whether the Party assert that the conditions are a hindrance to the implementation of the 

Merger. Before Komplett, as the acquiring company, notifies the Register of Business Enterprises 

that the Merger shall enter into force, Komplett shall have clarified with the Board of Directors of 

TCG that the Board of Directors of TCG will not assert that the conditions above are a hindrance 

to the implementation of the Merger. 

If the conditions for the implementation of the Merger are not present or satisfied before 31 

March 2008, each of the Parties may, unless the situation has been caused by breach by or 

circumstances related to the terminating party, terminate the Merger with the result that the 

Merger shall not be implemented. 

The Parties shall jointly prepare the necessary notification to the Norwegian Competition 

Authority as soon as possible after the merger plan is entered into. Komplett shall be responsible 

for preparing the notification with necessary assistance from TCG. The Parties shall jointly do 

their utmost to contribute to the necessary approvals being granted. 

7 PROPOSAL FOR THE RESOLUTION FOR A CAPITAL INCREASE 

It is proposed that the following resolution to increase the share capital in Komplett is passed: 

a) Komplett’s share capital is increased by NOK 3 501 118, from NOK 13 258 400 to NOK 

16 759 518, through the issue of 3 501 118 shares, each with a nominal value of NOK 

1. 

b) As consideration for the shares, Komplett shall take over TCG’s assets, rights and 

obligations, valued at NOK 416 633 600 as per 17 June 2007, pursuant to the 

provisions in the merger plan. 

c) The new shares shall be allotted in full to the shareholders of TCG. The shareholders of 

Komplett shall therefore not have any preferential rights to subscribe for the new 

shares. The shares shall be deemed to have been subscribed for by the shareholders of 

TCG when TCG’s General Meeting has approved the merger plan. 

d) The new shares shall give rights to dividends approved after the capital increase has 

been registered in the Register of Business Enterprises and in Komplett’s shareholder 

register in the Norwegian Central Securities Depository. 

1695252/3 86 

7

8 PROPOSALS FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION 

As a result of the capital increase, Section 4 of Komplett’s Articles of Association will be amended 

as follows: 

”The Company’s share capital is NOK 16 759 518, divided into 16 759 518 

shares, each with a nominal value of NOK 1.” 

The Articles of Association subsequent to the amendment have been included in Appendix 3. 

9 BOARD OF DIRECTORS, MANAGING DIRECTOR AND AUDITOR 

At the Extraordinary General Meetings for approval of the Merger, the following joint shareholder 

elected Board Members will be elected to the Boards of Directors of Komplett and TCG: 

– Bengt Thuresson (Chairman) 

- Gunnar Bjønness 

- Anne Lise Meyer 

- Peter Ruzicka 

- Agnes Beate Steen Fosse 

The Board Members shall assume their positions immediately after the merger plan is approved 

by the General Meetings of both companies, unless applicable competition law rules are a 

hindrance. If competition law rules are a hindrance to this, the Board Members shall assume 

their positions immediately after the hindrances in question have been removed. 

The employee elected Board Members on Komplett’s Board of Directors shall continue in their 

positions for the time being. 

A person elected by and among the employees of TCG will meet as an observer on the Board of 

Directors of the merged company in the period until the next ordinary election of employee 

representatives. 

Ole Vinje shall, with effect from the Merger’s entry into force, be CEO of the merged company. 

KPMG shall continue as auditor for the merged company after the Merger’s entry into force. 

10 IMPLEMENTATION OF THE MERGER 

The Parties shall notify the merger plan to the Register of Business Enterprises immediately after 

it has been entered into by the companies’ Boards of Directors. 

Komplett and TCG shall hold Extraordinary General Meetings in order to approve the merger 

plan, and hereunder elect new shareholder elected Board Members. The Extraordinary General 

Meeting for Komplett shall also address the capital increase and the amendments to the Articles 

of Association proposed in the merger plan. The Extraordinary General Meetings in Komplett and 

TCG shall be held on 11 October 2007 at 10 am (TCG) and 1 pm (Komplett). Immediately after 

approval has been granted at the respective General Meetings, the resolution approving the 

Merger shall be notified to the Register of Business Enterprises. 

After the end of the deadline set out in Article 13-15 (1) of the Public Limited Companies Act, 

and after any objections from creditors have been handled and the conditions for the 

implementation of the Merger have been fulfilled, Komplett shall notify the Register of Business 

Enterprises about the implementation of the Merger. The Merger is deemed to have been 

1695252/3 87 

8

implemented with the effects described in Section 5.1 above, when the Register of Business 

Enterprises has registered the notification of the implementation. The shareholders in TCG shall 

be registered in Komplett’s shareholder register in the VPS as soon as possible after the 

implementation. 

11 INTERIM BALANCE SHEET AND DRAFT OPENING BALANCE SHEET ETC. 

The draft opening balance sheet for Komplett as of 30 June 2007 has been included as Appendix 

8. The draft is an integrated part of the merger plan. KPMG has submitted a statement that the 

balance sheet has been settled in accordance with applicable accounting rules, cf. Appendix 9. 

Audited interim balance sheets and declarations from the auditors of Komplett and TCG as of 30 

June 2007 have been included as Appendices 6 and 7. 

12 CHANGES TO THE MERGER PLAN 

The Boards of Directors of the Parties can, jointly and on behalf of the General Meetings, make 

minor changes to the merger plan if this is found to be necessary or desirable. 

13 IMPLICATIONS OF THE MERGER FOR THE EMPLOYEES AND THE 

ORGANISATION 

The rights and obligations of the employees will not be affected by the Merger to any significant 

extent, cf. Chapter 16 of the Working Environment Act. 

The employees have been informed about the negotiations concerning the Merger in accordance 

with applicable provisions and legal requirements. The employees shall be informed about the 

merger plan immediately after it is approved by the Boards of Directors of Komplett and TCG. 

Furthermore, the Parties shall ensure that the employees receive information and are consulted 

in connection with the implementation of the Merger. 

14 ORGANIZATION OF THE MERGED COMPANY 

The merged company shall have a management team consisting of: 

- Ole Vinje, CEO 

- Gyrid Skalleberg Ingerø, CFO/IR 

- Pål Vindegg, COO 

- Trond Christensen, director of finance 

- Frank Wirum, director of IT and development 

- Ingebjørg Tollnes, director or marketing 

- Lars Seeberg, managing director TCG 

- Anton Hagberg, managing director Komplett Norge 

- Ole Sauar, managing director Komplett Sverige/ Danmark 

- Vincent Hoogduijn, managing director Komplett Western Europe 

15 CONDITIONS FOR EXERCISING SHAREHOLDER RIGHTS IN KOMPLETT 

The shareholders in TCG shall be registered in Komplett’s shareholder register as soon as 

possible after the Merger’s entry into force from a company law perspective (cf. Section 5.1). 

They will have full shareholder rights in Komplett from the registration in the shareholder 

register. The condition for registration in Komplett’s shareholder register is that the shareholder 

is registered in TCG’s shareholder book/shareholder register or that the shareholder’s acquisition 

of the shares has been notified to and approved by TCG or Komplett. 

1695252/3 88 

9

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. 

* * * 

1695252/3 89 

10

Sandefjord, 6 September 2007 


____________________ ____________________ 

Ingvild Huseby Odd Johnny Winge 

____________________ ____________________ 

Peter A. Ruzicka Anne Lise Meyer 

____________________ ____________________ 

Elin Ertsås Arnt Ree 

____________________ 

Bengt Thuresson 

Chairman of the Board 


____________________ ____________________ 

Bjørn Erik Tholfsen Severin Skaugen 

____________________ ____________________ 

Svein Simensen Agnes Beathe Steen Fosse 

____________________ 

Vivi-Ann Hilde 

____________________ 

Gunnar Bjønness 


1695252/3 90 

11

Appendices 

Appendix 1 Articles of Association of Komplett ASA. 

Appendix 2 Articles of Association of Torp Computing Group ASA. 

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

Appendix 4 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 


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

Appendix 1 

Articles of Association of Komplett ASA. 

92

Articles of Association 

for KOMPLETT ASA 

as of 9 May 2007 

The name of the company is Komplett ASA. The company is a public limited company. 

The company's registered office is in the municipality of Sandefjord (Norway). 

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. 

The company's share capital is NOK 13 258 400, divided into 13 258 400 shares with a 

nominal value of NOK 1. 

§ 1 

§ 2 

§ 3 

§ 4 

§ 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. 

1698732/1 93 

1

Appendix 2 

Articles of Association of Torp Computing Group ASA. 

94


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). 

The company's object is to engage in purchase and sale of goods and services. The 

company may participate in other companies. 

§ 2 

§ 3 

§ 4 

The company's share capital is NOK 10 415 840, divided into 10 415 840 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: 

1 The annual accounts. 

§ 7 

2 Other items which, pursuant to legislation or the Articles of Association, should be 

addressed by the General Meeting. 

1698978/1 95 

1

Appendix 3 

Articles of Association of Komplett ASA after the merger. 

96


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) 

The name of the company is Komplett ASA. The company is a public limited company. 

The company's registered office is in the municipality of Sandefjord (Norway). 

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. 

§ 1 

§ 2 

§ 3 

§ 4 

The company's share capital is NOK 16 759 518, divided into 16 759 518 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. 

1698824/1 97 

1

Appendix 4 

Komplett ASA’s annual accounts, annual reports and auditor 


98

100

101

102

103

104

105

106

107

108

109

110

111

112

113

114

115

116

117

118

119

120

121

122

123

124

125

126

127

128

129

130

131

132

133

134

135

136

137

138

139

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141

142

143

144

145

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149

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177

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180

181

182

Appendix 5 

Torp Computing Group ASA’s annual accounts, annual reports 

and auditor reports for the last three financial years. 

183

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 

2007. XD.no AS was formerly part of Web Distribution AS, but has been established as a 

100%-owned subsidiary of MPX.no AS in 2007. 

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 

Translated into English for information purposes only 

In 2006, the Group had revenues of MNOK 1 325 (+20,7%) compared to MNOK 1 098 in 

2005. The result before taxes was TNOK 30 541 (+46,8%) compared to TNOK 20 800 the 

previous year. Net of tax, the result is a profit of TNOK 21 091 compared to TNOK 14 098 in 

2005. 

In 2006, the Company had a profit of TNOK 8 420 before taxes. Net of tax, the profit is 

TNOK 6 051 compared to TNOK 6 816 in 2005. 

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

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 2007. 

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 5 000 m2. It has been decided 

that the Company in the stocking premises will administer an area of 11 000 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 2008. 

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 10 448 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 1 335 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

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

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 7 812 TNOK, as 

dividend. The dividend is covered by the profit of 6 051 TNOK, and the remaining amount of 

1 761 TNOK is proposed to be used by “Other equity”. 

Sandefjord, March 13, 2007 

_____________________________ _____________________________ 

Gunnar Bjønness Severin Skaugen 

Chairman of the Board Board member 

_____________________________ ____________________________ 

Svein Vier Simensen Bjørn Erik Tholfsen 

Board member Board member 

_____________________________ 

Ole Vinje 

Chief Executive Officer 


187



INCOME STATEMENT (1/1 - 31/12) 

Parent Group 

2006 2005 Note 2006 2005 

13 569 420 Revenue 1 1 312 250 1 098 265 

13 569 420 Total revenue 1 312 250 1 098 265 

0 270 Cost of goods sold 1 171 704 988 482 

10 248 114 Employee benefits expense 2, 16 62 462 52 082 

198 0 Depreciation and amortisation expenses 5, 6 6 426 4 505 

2 981 417 Other operating expenses 2 39 216 32 104 

13 427 800 Total operating expenses 1 279 808 1 077 172 

141 -381 Operating profit/loss 32 442 21 093 

9 233 7 260 Finance income 3 4 488 2 830 

954 64 Financial expense 3 6 389 3 124 

8 420 6 816 Ordinary result before taxes 30 541 20 800 

2 369 0 Tax on ordinary result 4 9 450 6 701 

6 051 6 816 Ordinary result 21 091 14 098 

Extraordinary income 

Extraordinary expense 

Tax on extraordinary result 

(Amounts in NOK 1000) 

6 051 6 816 Net profit or loss of the year 21 091 14 098 

7 812 4 166 

Disclosure: 

Proposed dividends 

-1 761 2 650 Transferred to / (from) other equity 

6 051 6 816 

188



BALANCE SHEET AT 31.12. 



2006 2005 ASSETS Note 2006 2005 

0 0 Deferred tax asset 4 1 283 924 

0 0 Goodwill 5 3 303 3 853 

0 0 Total intangible assets 4 585 4 777 

1 369 0 Machinery and furniture 6, 11 14 836 12 667 

1 369 0 Total tangible assets 14 836 12 667 

26 469 25 859 Investments in subsidiaries 8, 17 0 0 

225 150 Bonds and other long-term receivables 225 150 

26 694 26 009 Total financial fixed assets 225 150 

28 063 26 009 TOTAL FIXED ASSETS 19 646 17 595 

0 0 Inventories 11, 12 138 296 78 470 

0 7 096 Trade receivables 10, 11 209 139 160 797 

21 804 12 154 Other receivables 9 296 2 453 

21 804 19 250 Total receivables 218 434 163 250 

1 765 361 Cash and ank deposits 13 3 158 3 824 

23 569 19 611 TOTAL CURRENT ASSETS 359 888 245 544 

51 632 45 620 TOTAL ASSETS 379 535 263 139 

189



BALANCE SHEET AT 31.12. 



2006 2005 EQUITY AND LIABILITIES Note 2006 2005 

10 416 10 416 Share capital 14, 15 10 416 10 416 

27 690 27 690 Share premium reserve 15 27 690 27 690 

38 106 38 106 Total paid-in equity 38 106 38 106 

914 2 675 Other equity 15 34 399 21 284 

914 2 675 Total retained earnings 34 399 21 284 

39 020 40 781 TOTAL EQUITY 72 505 59 390 

93 0 Deferred tax 0 0 

93 0 Total provisions 0 0 

0 0 Other non-current liabilities 11 3 921 4 963 

0 0 Total other non-current liabilities 3 921 4 963 

0 0 Liabilities to financial institutions 11 154 571 68 690 

362 478 Accounts payable 10 114 012 101 269 

2 276 0 Income tax payable 4 9 809 7 511 

727 0 Public duties payable 6 069 6 350 

7 812 4 166 Dividends payable 15 7 812 4 166 

1 342 194 Other current liabilities 10 836 10 799 

12 519 4 838 Total current liabilities 303 109 198 785 

12 612 4 838 TOTAL LIABILITIES 307 030 203 748 

51 632 45 620 TOTAL EQUITY AND LIABILITIES 379 535 263 139 

Sandefjord, March 13, 2007 

Gunnar Bjønnes Severin Skaugen 

Chairman of the Board Member of the Board 

Svein Vier Simensen Bjørn Erik Tholfsen 

Member of the Board Member of the Board 

Ole Vinje 

Chief Executive Officer 

190


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 

Classification and valuation of balance sheet items 


Notes to the accounts for 2006 

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. 

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


Short-term investments 

Taxes 



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 (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. 

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


Note 1 Sales revenue 



TCG 

TCG Group 

Geographical distribution 2006 2005 2006 2005 

Norway 13 569 420 1 311 417 1 097 649 

Sweden 0 0 833 616 

Total 13 569 420 1 312 250 1 098 265 

Note 2 Employee benefits expense, number of employees, loans to employees 

and auditor's fee 


TCG TCG Group 

Employee benefits expense 2006 2005 2006 2005 

Salaries 7 653 114 42 345 36 283 

Payroll tax 1 226 0 6 351 5 204 

Contracted workers 228 0 8 459 8 594 

Pension expenses 174 0 767 236 

Other benefits 967 0 4 540 1 765 

Total 10 248 114 62 462 52 082 

The number of man-labour years: 

Management renumeration 

Board 

fee Salary Bonus 

Management 

Ole Vinje, CEO 903 30 

Frank Wirum, Group Director 687 30 

Ingebjørg Tollnes, Marketing Director 503 30 

Anton Hagberg, Logistics Director 596 30 

Per Håvard Evensen, CFO 589 30 

Lars Seeberg, Managing Director Itegra AS 706 30 

Tom Tychesen, Managing Director MPX.no AS 580 30 

Hugo Rask-Jensen, Business Developer MPX.no AS 548 30 

Thor Roverud, Managing Director Torp Distribusjon AS 528 29 

Payment in 

kind Pension 

23 

18 

15 

16 

14 

17 

17 

15 

4 

22,9 124,5 

17 

14 

10 

14 

12 

17 

14 

13 

12 

Aggregate 

remuneration 

Board 

Gunnar Bjønness, Chairman of the board 220 30 19 

5 

274 

Bjørn Erik Tholfsen, Board member 0 0 

Svein Vier Simensen, Board member 50 50 

Severin Skaugen, Board member 50 50 

Management renumeration 100 5 860 299 158 128 6 545 

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 

973 

749 

558 

656 

645 

770 

641 

606 

573


Auditor 

The expensed fees to the company's auditor consist of the following (VAT excluded): 

TCG AS TCG Group Total 

-Statutory Audit 98 251 349 

-Other assurance services 0 3 3 

-Tax advisory fee 11 48 59 

-Other advisory services 8 14 22 

Total fee to the auditor 116 316 432 


Note 3 Items combined on the face of the balance sheet / profit and loss statement 


TCG 


Financial income 2006 2005 2006 2005 

Other interest income 1 221 

3 2 862 1 369 

Dividend and contribution from subsidiaries 8 000 7088 0 0 

Other financial income (exchange gain) 12 

169 1 626 1 461 

Total financial income 9 233 7 260 

4 488 2 830 

TCG 


Financial expenses 2006 2005 2006 2005 

Other interest expenses -953 

-64 -6 161 -3 114 

Other financial expenses -1 

0 -228 -9 

Total financial expenses -954 

-64 -6 389 -3 123 

Note 4 Income taxes 



Components of the income tax expense 


2006 2005 2006 2005 

Tax payable 2 276 

0 9 809 7 511 

Change in deferred tax 93 

0 -359 -810 

Total tax expense 2 369 

0 9 450 6 701 

Basis for income tax expense, changes in deferred tax and tax payable 


2006 2005 2006 2005 

Profit/loss before income tax 8 420 6 816 30 541 20 800 

Permanent differences 41 -1 816 2 566 4 437 

Loss Sweden (Micro Parts Express AB) 0 0 0 543 

Changes in temporary differences -226 0 2 089 1 910 

Tax losses carried forward -107 0 -164 -866 

Dividend from subsidiaries 0 -5 000 0 0 

Basis for tax payable in the profit and loss statement 8 129 

0 35 032 26 824 

Calculation of deferred tax/deferred tax asset 

TCG 


Temporary differences 2006 2005 2006 2005 

Inventory 0 0 -1 705 -1 210 

Fixed assets 226 0 -1 410 -1 134 

Current assets 0 0 -988 -73 

Other non-current items 0 0 -421 -17 

Total 226 0 -4524 -2434 

28 % deferred tax 63 0 -1 267 -682 

Deferred tax of tax losses carried forward 30 0 -16 -242 

Deferred tax in the balance sheet 93 0 -1 283 -924 

194


Note 5 Intangible assets 


TCG Group Goodwill 

Acquisition cost at 01.01.06 5 411 

Additions 0 

Disposals 0 

Acquisition cost 31.12.06 5 411 

Accumulated amortisation 31.12.06 -2 108 

Net carrying amount 31.12.06 3 303 

Amortisation of the year 550 

The group use linear depreciations for all intangible assets. 

Goodwill per 

acquisition 

Value 

31.12.2006 

Lifetime Depreciation 

Merger between MPX AS and XD AS 2 745 10 Linear 

Merger between WEB Distribusjon AS and Cinet AS 557 10 Linear 

Sum 3 303 

Note 6 Property, plant and equipment 


TCG 

Property, plant and equipment Machinery 


Furnitures, 

fittings & 

equipment Total 

Acquisition cost at 01.01.06 0 0 0 

Additions 0 1 568 1 568 

Disposals 0 0 0 

Acquisition cost at 31.12.06 0 1 568 1 568 

Accumulated depreciation 31.12.06 0 198 198 

Net book value 31.12.06 0 1 370 1 370 

Net book value 31.12.05 0 0 0 

Depreciation for the year 0 198 198 



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. 

Property, plant and equipment Machinery 

Furnitures, 

fittings & 

equipment Total 

Acquisition cost at 01.01.06 8 214 16 568 24 782 

Additions 2 828 5 316 8 144 

Disposals 0 0 

Acquisition cost at 31.12.06 11 043 21 884 32 926 

Accumulated depreciation 31.12.06 2 913 15 177 18 090 

Net book value 31.12.06 8 130 6 707 14 836 

Net book value 31.12.05 7 327 5 340 12 667 

Depreciation for the year 2 026 5 340 7 366 

Both TCG and TCG Group use linear depreciation for all fixed assets. Economic lifetimes are in the range from 3 to 15 years. 

195


Note 7 Substantial lease agreement 


Building Location Annual rent Termination date 

Østre Kullerød 5 Sandefjord 1 403 

31.12.12 

Billingstad Asker 180 

01.10.07 

Gneisveien 10 og 12 Sandefjord 2 000 

31.12.07 

Firmahytte Gaustablikk 130 

Running 

Note 8 Subsidiaries, associated companies, and joint ventures 



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 

capital 

Number of 

shares 

Net booked 

value 

Equity 

Ordinary 

result 2006 

Itegra AS 15 000 15,00 15 010 41 305 9 217 

MPX.no AS 1 500 1,50 10 794 17 502 13 860 

Torp Distribusjon AS 100 0,05 55 492 214 

TCG Kapital AS 500 5,00 610 569 -42 

Micro Parts Express Sweden AB 273 3,00 0 -3 217 63 

26 469 56 651 23 311 

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


Note 10 Intercompany balances with group companies, associates and joint ventures 


TCG 

2006 TCG Itegra MPX 1) 

MPX AB TCG Kapital 2) 

TD 

Receivables 21 416 39 037 0 0 0 3 794 

Liabilities 0 -11 013 -49 469 -3 767 0 0 

Total 21 416 28 024 -49 469 -3 767 0 3 794 

2005 TCG Itegra MPX 1) 

MPX AB TCG Kapital 2) 

Receivables 19 102 5 315 831 

Liabilities -14 164 -7 995 -3 089 

Total 19 102 -8 849 -7 995 -3 089 831 

1) MPX.no AS previous Web Distribusjon AS 

2) TCG Kapital AS previous Express Consumer Electronics AS 


Note 11 Receivables and liabilities 



2006 2005 2006 2005 

Liabilities secured by mortgage 0 0 158 492 73 653 

Book value of pledged assets: 

Property, plant and equipment 0 0 9 262 6 867 

Trade receivables 0 7 096 209 139 160 797 

Inventory 0 0 138 296 78 470 

Total 0 7 096 356 697 246 134 

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 



2006 2005 2006 2005 

Inventory of commercial goods 0 0 138 296 78 470 

Write down due to obsoleteness is: 1 705 1 210 

Note 13 Restricted bank deposits, overdraft facilities etc. 



Restricted bank deposits TCG TCG Group 

Tax deducted from employees, deposited in a seperate bank account 469 2 218 

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


Note 14 Share capital and shareholder information 


The share capital consists of 

Number of 

shares Face value Book value 

Shares 10 415 840 1 10 415 840 

Torp Computing Group ASA has 94 shareholders per 31.12.06 

List of major shareholders at 31.12. Funtion Shares Ownership 

Canica Invest AS 1 923 160 18,5 % 

Amalie AS (Gunnar Bjønness and Ole Vinje) Chairman of the board and CEO 1 534 700 14,7 % 

Byte Consult AS (Bjørn Erik Tholfsen) Board member 1 461 498 14,0 % 

Aston Invest AS 946 850 

9,1 % 

Alcides Holding AS (Severin Skaugen) Board member 730 000 

7,0 % 

Frank Wirum 453 200 

4,4 % 

Hood Invest AS (Gunnar Bjønness owns 1/4) Chairman of the board 333 600 

3,2 % 

Sika Invest AS 319 540 

3,1 % 

Lars Seeberg 304 800 

2,9 % 

Fjellstrand AS 268 300 

2,6 % 

Hugo Rask-Jensen 206 000 

2,0 % 

Bengt Pettersen 170 000 

1,6 % 

Ole Morten Hystad Larsen 166 660 

1,6 % 

Atle Bjurstedt 143 000 

1,4 % 

Morten Kjoss 139 840 

1,3 % 

Total 9 101 148 87,4 % 

Others (ownership < 1%) 1 314 692 12,6 % 

Total number of shares 10 415 840 100 % 

Note 15 Equity 


TCG 

Equity at 31.12.05 

Profit and loss of the year 

Proposed dividends 2006 



Share 

capital 


Share 

premium 

reserve Other equity Total 

10 416 27 690 2 675 40 781 

6 051 6 051 

-7 812 -7 812 

10 416 27 690 914 39 021 

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 


59 390 

Exchange difference -164 

Profit and loss of the year 

21 091 

Proposed dividends 2006 

-7 812 


72 505 

198


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

200

201

202

203

204

205

206

207

208

209

210

211

212

213

214

215

216

217

218

219

220

221

Appendix 6 

Interim balance sheet for Komplett ASA as of 30 June 2007, 

audited. 

222


INTERIM BALANCE SHEET PR. 30.06.2007 

(All figures in NOK 1000) 

ASSETS 

Fixed assets 

Financial fixed assets 

Investment in subsidiary 209 637 

Investment in associated company 3 470 

Long term receivables in subsidiary 106 801 

Total financial fixed assets 319 908 

Total fixed assets 319 908 

Current asssets 

Receivables 

Other short term receivables 159 

Total receivables 159 


Cash and cash equivalents 20 637 

Total cash and cash equivalents 20 637 

Total current assets 20 796 

TOTAL ASSETS 340 704 

223


INTERIM BALANCE SHEET PR. 30.06.2007 


EQUITY AND LIABILITIES 

Equity 

Paid-in equity 

Share capital 13 258 

Share premium 248 421 

Other paid-in equity 27 

Total paid-in capital 261 707 

Other equity 76 718 

Total equity 338 425 

Liabilities 

Long-term liabilities 

Intra group debt 1 223 

Total long term liabilites 1 223 

Short term debt 

TTax payable bl 2 

Other short term debt 1 054 

Total short term debt 1 055 

Total liabilities 2 279 

TOTAL EQUITY AND LIABILITIES 340 704 







224

225

Appendix 7 

Interim balance sheet for Torp Computing Group ASA as of 30 

June 2007, audited. 

226


Assets 30.06 Interim Balance sheet 

Amount in NOK 1000 2007 

NON-CURRENT ASSETS 

Tangible fixed assets 

Equipment 2 225 

Total tangible fixed assets 2 225 

Financial assets 

Investments in subsidiaries 26 715 

Other long term receivables 111 

Total financial assets 26 826 

Total non-current assets 29 051 

CURRENT ASSETS 

Debtors 

Account receivables 4 

Other receivables 1 802 

Receivables from subsidiares 11 711 

Total receivables 13 517 




227


Equity and liabilities 30.06 Interim Balance sheet 

Amount in NOK 1000 2007 

EQUITY 

Owners equity 

Issued capital 10 415 840 à NOK 1 10 416 


Total owners equity 38 106 

Accumulated profits 

Other Equity 1 204 


LIABILITES 

Provisions 

Deferred tax 92 

Total provisions 92 

Current liabilities 

Accounts payable 1 767 


VAT, payroll tax etc. 143 

Other current liabilities 1 098 

Total current liabilities 5 373 



Sandefjord, 18. juli 2007 

228

229

Appendix 8 

Draft opening balance sheet for Komplett ASA. 

230


Draft Opening balance sheet - merger with TCG ASA 


ASSETS 

Opening balance 

Fixed assets 

Intangible assets 

Deferred tax asset 373 

Total intangible assets 373 

Tangible assets 

Property plant and equipment 2 229 

Total tangible assets 2 229 

Financial fixed assets 

Investment in subsidiary 701 143 

Investment in associated company 3 470 

Long term receivables in subsidiary 106 875 

Total financial fixed assets 811 489 

Total fixed assets 814 091 

CCurrent tasssets t 

Receivables 

Other short term receivables 2 174 

Short term receivable to group company 11 714 

Total receivables 13 888 



Total cash and cash equivalents 20 428 



231


Draft Opening balance sheet - merger with TCG ASA 


EQUITY AND LIABILITIES 

Opening balance 

Equity 

Paid-in equity 

Share capital 16 760 


Other paid-in equity 27 

Total paid-in capital 762 707 

Other equity 76 903 


Liabilities 

Long-term liabilities 

Intra group debt 1 223 

Total long term liabilites 1 223 

Short term debt 

Debt to credit institutions 507 

Accounts payable 890 


Other short term debt 3 901 

Total short term debt 7 574 









232

Appendix 9 

Auditor’s statement concerning the opening balance sheet. 

233

234

Appendix 2: Reports on the merger from the Board of Directors 

of Komplett ASA and Torp Computing Group ASA 

235

REPORT OF THE BOARD OF DIRECTORS 

CONCERNING 

THE MERGER BETWEEN KOMPLETT ASA AND TORP COMPUTING 


GROUP ASA 

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 3 501 118 through the issue 

of 3 501 118 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 2007. 

1690522/3 236 

1

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. 

1690522/3 237 

2

The exchange ratio for the Merger will be such that 1 share in TCG shall give 0.336134 

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 3 501 118 through the issue of 3 501 118 

shares, each with a nominal value of NOK 1. 

3.2 Rationale for the exchange ratio 

In connection with the negotiations between the parties, Komplett was valued at NOK 

1 577 749 600 and TCG was valued at NOK 416 633 600 as of 17 June 2007. The 

valuation was based on there being 13 258 400 shares in Komplett and 10 415 840 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. 

1690522/3 238 

3

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 


1690522/3 239 

4

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 


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 

3 501 118 through the issue of 3 501 118 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\271234 Komplett TCG Fusjonsplan 240 

og IM\VEDLEGG 5 - IM\App_02\App2 TCG BoD.DOC


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 2007. 

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 


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 




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 

0.336134 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 3 501 118 

through the issue of 3 501 118 shares, each with a nominal value of NOK 1. 

3.2 Rationale for the exchange ratio 

In connection with the negotiations between the parties, Komplett was valued at NOK 

1 577 749 600 and TCG was valued at NOK 416 633 600 as of 17 June 2007. The 

valuation was based on there being 13 258 400 shares in Komplett and 10 415 840 

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. 




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 


Sandefjord, 6. september 2007 


____________________ ____________________ 

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 



Appendix 3: Expert Statements on the Merger Plan 

244

245

246

Appendix 4: Report from KPMG on pro forma financials 

247

248

249

Appendix 5: Financial statements for Komplett ASA for the three 

and six months ended 30 June 2007 

250

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 


Komplett's sales in 1Q 2007 totalled MNOK 663, a rise of 19 per cent compared with MNOK 560 in 1Q 

2006. 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 2006. 

The company earned an operating profit of MNOK 20.0 (-7 per cent) during the quarter, compared with 

MNOK 21.4 in 1Q 2006. 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 

76.7. 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 

2006. 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 488.6 397.8 90.8 

Sales to dealers 174.8 161.9 12.9 

TOTAL 663.4 559.8 103.6 

Direct sales climbed by MNOK 91 (+23%) to MNOK 489 in 1Q, compared with the same quarter of 2006. 

Sales to dealers in Norway and Sweden increased by MNOK 13 (+8 per cent) to MNOK 175 in 1Q 2007. 

Sales to German, Austrian and French customers through Komplett.de, Komplett.at and Komplett.fr 

began in 2006 and 2007. 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 % 


-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 251 

663,3 559,8 103,5 19 %

Trend, active customers (number) 1Q 2007 1Q 2006 Change 

Komplett.no 234 614 220 789 13 825 

Komplett.se/.dk 133 818 93 735 40 083 

Komplett.co.uk/.ie 75 454 78 651 -3 197 

Komplett.nl/.be 18 018 13 960 4 058 

Komplett.de/.at/.fr 7 220 0 7 220 

Norek.no 4 821 4 663 158 

Total 473 945 411 798 62 147 

The number of active customers expanded by 473 945 during the quarter and the Group filled a total of 

263 137 orders. 


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 10 005 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 2007 1Q 2006 Change 

Scandinavia 583.1 494.8 88.3 

Outside Scandinavia 76.6 64.3 12.3 

Consumer financing 4.3 0.7 3.6 

Not allocated -0.7 0.0 -0.7 

Total 663.3 559.8 103.5 

EBIT (MNOK) 1Q 2007 1Q 2006 Change 

Scandinavia 19.3 24.1 -4.8 

Outside Scandinavia -0.5 -1.7 1.2 

Consumer financing 2.3 -0.3 2.6 

Not allocated -1.1 -0.7 -0.4 

Total 20.0 21.4 -1.4 

Business Development/operations 

Komplett’s contribution margin ratio was 13.7 per cent in 1Q 2007, which was on a par with 4Q 2006. 

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 2006. 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 2006. 

The company's cost of labour was about the same as in 4Q 2006, but increased by MNOK 9.5 from 1Q 

2006. 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

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 2007. 

• 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 2007. 

On 27 March 2007, Komplett tendered a bid for all the shares in InWarehouse AB, setting a deadline for 

responses of 23 April 2007. 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 2007. 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. 


At 31 March 2007, there were 12 058 400 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 2007. 

Komplett's share price was NOK 116.00 at end quarter, compared with NOK 118.00 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 2005. 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 2007. 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 


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 2 249 in 2006 and has more than 1 600 000 registered customers in Norway, Sweden, Great Britain, 

Ireland, the Netherlands, Belgium, Germany, Austria, Denmark and France. 

See also www.komplett.com for company information or shop at www.komplett.no. 

For further information, please contact: Managing Director Eric Sandtrø, telephone: (+47) 918 22 424 or es@komplett.no 

253

THE KOMPLETT GROUP JANUARY – MARCH 2007 

NOK milllion 

INCOME STATEMENT 1Q 2007 1Q 2006 2006 

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 31.03.2007 31.03.2006 31.12.2006 

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 2007 1Q 2006 2006 

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 2007 1Q 2006 2006 

Opening equity 339,3 288,3 288,3 

Foreign currency translation -1,8 -0,2 1,8 

Profit for the period 15,6 254 

15,8 66,1 

Dividends -19,3 -16,9 -16,9 

Closing equity 333,8 287,0 339,3

SEGMENT INFORMATION 

2007 Scandinavia 

Consumer 

financing 

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 

2006 Scandinavia 

Outside 

Scandinavia 

Outside 

Scandinavia 

Consumer 

financing 

Eliminations/ 

unallocated 


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 -4,1 2 249,4 

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 

2007 

1Q 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 

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 www.komplett.com and the Oslo Stock Exchange website offer presentations that show corporate trends 

ever since 2001. 

Total 

Eliminations/ 

unallocated Total 


2006 

1Q 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 

255

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. 


Komplett's sales totalled MNOK 633 (+45 per cent) in 2Q 2007, compared with MNOK 437 in 2Q 2006. 

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 2006. 

The company earned an operating profit of MNOK 13.0 (-18 per cent) during the quarter, compared with 

MNOK 15.9 in 2Q 2006. This includes a negative effect of MNOK 6.6 related to inWarehouse, which was 

acquired as from May 2007. 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 2006. 

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 2007. 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 2006. inWarehouse sales 

are included as from May. 

Sales and markets 

Sales by channel (MNOK) Sales 2Q 2007 Sales 2Q 2006 Change 

Direct sales 487.2 315.5 171.7 

Sales to dealers 146.3 121.8 24.5 

TOTAL 633.5 437.3 196.2 

Direct sales increased by MNOK 172 (+54 per cent) to MNOK 487 in 2Q 2007, compared with 2Q 2006. 

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 2007. Altogether, Komplett's sales were up by MNOK 52 in Norway 

and by MNOK 144 in the other geographical markets. 256

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 % 


-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 % 


-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 2007 2Q 2006 Change 

Komplett.no 238 614 219 535 19 079 

Komplett.se/.dk 144 101 96 392 47 709 

Komplett.co.uk/.ie 73 483 79 446 -5 963 

Komplett.nl/.be 20 849 13 874 6 975 

Komplett.de/.at/.fr 9 609 0 9 609 

Norek.no 4 814 4 681 133 

Total 491 470 413 928 77 542 

The number of active customers increased by 491 470 in 2Q and the company filled a total of 217 608 

orders. Existing active customers and inWarehouse orders are not included in these figures. 


Scandinavian operations saw sales increasing by MNOK 181.4 to MNOK 568.6 (+47 per cent) during 2Q, 

resulting in an operating profit of MNOK 12.4. In Western Europe (outside Scandinavia), sales climbed to 

MNOK 60.0 (+20 per cent), and the EBIT came to MNOK -2.1. 

At mid-year 2007, Komplett's consumer financing segment had a lending portfolio of MNOK 81.0, divided 

among 9 404 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 2007 2Q 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 2007 2Q 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

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 2007. Excluding consumer financing, the contribution margin ratio would have been 

13.0 per cent, compared with 13.3 per cent in 2Q 2006. 

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 2006. MNOK 12.7 refer to costs related to inWarehouse. Adjusted 

for this, costs increased by MNOK 14.9. 

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 2007. 

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 

2008. 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 2007. It is expected that general meetings will be held in October 

2007. 

The boards of directors have proposed a conversion ratio of 1 share in Torp Computing Group being 

equivalent to 0.336134 shares in Komplett. Komplett’s shareholders will thereby own 79.11 per cent while 

Torp Computing Group's shareholders will own 20.89 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 

2007. 

258


At 30 June 2007, there were 13 258 400 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 1 200 000 shares on 9 May 2007, raising MNOK 125 in net fresh 

capital. 

The Komplett share was priced at NOK 140.00 at mid-year, compared with NOK 116.00 at the beginning 

of 2Q. 

All figures in this report comply with the International Financial Reporting Standard (IFRS) which Komplett 

adopted on 1 January 2005. 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 2007. 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 


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 1 600 000 registered customers in Norway, 

Sweden, Great Britain, Ireland, The Netherlands, Belgium, Germany, Austria, Denmark and France. 

See also www.komplett.com for information about the company or shop at www.komplett.no. 

For further information, please contact: CFO Gyrid Skalleberg Ingerø, telephone: (+47) 926-67000 or gs@komplett.no. 

259

THE KOMPLETT GROUP, APRIL – JUNE 2007 

UNAUDITED FIGURES (IFRS) 

NOK milllion 

INCOME STATEMENT 2Q 2007 2Q 2006 1HY 2007 1HY 2006 2006 


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 30.06.2007 30.06.2006 31.12.2006 

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 2007 2Q 2006 1HY 2007 1HY 2006 2006 

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 2007 2Q 2006 1HY 2007 1HY 2006 2006 

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

SEGMENT INFORMATION 

2007 Scandinavia Western-Europe 

Consumer 

financing 


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 -1,1 1 296,8 

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 

2006 Scandinavia Western-Europe 

Consumer 

financing 

Eliminations/ 

unallocated 


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 -4,1 2 249,4 

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. 

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 153.9. 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 19.6. 

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 www.komplett.com and the Oslo Stock Exchange for presentations showing corporate 

development trends since 2001. 

261 

Total 

Eliminations/ 

unallocated Total 


2007 

1Q 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 


2006 

1Q 2Q 3Q 4Q 2006 


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

Appendix 6: Summary of Fairness Opinion issued by SEB 

Enskilda ASA 

262

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 2007. 

The Boards of Directors of TCG and Komplett have agreed upon a proposed exchange ratio 

whereby each TCG shareholder will receive 0.336134 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 

117.2 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

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

Conclusion on Exchange ratio considerations 

28 August 2007 Strictly confidential 

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 0.336134 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

Appendix 7: Summary of Fairness Opinion issued by Norden 

Fondsmeglerforretning ASA 

266


Østre Kullerød 5 

3241 Sandefjord 


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 2007. 

The Boards of Directors of TCG and Komplett have agreed upon a proposed exchange ratio 

whereby each TCG shareholder will receive 0.336134 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


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 0.336134 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



P.O. Box 2094 

NO-3249 Sandefjord 

Phone: +47 33 45 42 00 

Fax: +47 33 45 42 01 

www.komplett.com 



NO-3241 Sandefjord 

Phone: +47 23 39 50 80 

Fax: +47 23 39 50 01 

www.tcg.com 

SEB Enskilda ASA 

Filipstad Brygge 1 

P.O. Box 1363 Vika 

NO-0113 Oslo 

Phone: +47 21 00 85 00 

Fax: +47 21 00 89 06 

www.enskilda.no 

Norden Investment Banking 

Stranden 1A, Aker Brygge 

P.O. Box 1580 Vika 

NO-0118 Oslo 

Phone: +47 23 11 68 00 

Fax: +47 23 11 68 01 

www.nordenib.no 

269 

271234 

www.signatur.no

Torp Computing Group ASA

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