TeleComputing ASA: Statement from the Board of Directors

The Board of Directors of TeleComputing ASA recommends the shareholders to accept Seco Invest AS' voluntary offer of NOK 18,15 per share.

Introduction On 16 November 2009 Seco Invest AS (“Seco Invest”) announced that, subject to certain conditions, it intended to make a voluntary offer (the “Offer”) for all outstanding shares in TeleComputing ASA (“TCO” or “the Company”). In the offer document dated 24 November 2009 which sets out the conditions of the Offer ("Offer Document"), Seco Invest presented the Offer with an offer period from 25 November until 7 January 2010 at 17:30 CET. Detailed information about the Offer is included in the Offer Document. The Board of Directors (the ”Board”) of TCO has been informed that Oslo Børs, in capacity as takeover authority, has received complaints from shareholders in the Company regarding the exchange's approval of the Offer. Oslo Børs handled the complaint in a Board meeting 16 December 2009 and did not find justification for the Complaint. The Complaint has been sent the Stock Exchange Appeals Committee for consideration. The following statement in relation to the Offer is made by the Board pursuant to sections 6-16 and 6-19 of the Norwegian Securities Trading Act of 2007. The chairman of the Board, Erik Henriksen and board member Morten Garman have abstained from participating in the Board's discussions regarding the Offer and the issuing of this statement. Mr. Henriksen and Mr. Garman have acted as advisors to Sabaro Investments Limited and Seco Invest in relation to the Offer. Additionally, Mr. Garman is a member and Mr. Henriksen a deputy member of the board of Seco Invest. The other members of the Board have formed a quorum of directors that are deemed to not have a conflict of interest in relation to the Offer. Offer Price The price of NOK 18,15 per share (the “Offer Price”) represents a premium of 17% above the last traded price on Oslo Børs and 21% above the volume weighted average price over the last three months. The Offer Price corresponds to a market capitalization of the Company of approximately NOK 671 million, based on the number of shares outstanding as of the date of the Offer Document. The Board finds that the Offer Price fairly reflects the underlying values in the Company. In its assessment, the Board has considered, among other things, the Company's underlying asset values and forecasted future cash flows. Effects of the Offer The Board has reviewed Seco Invest's plans for the future business of TCO and the impact of the Offer on the employees and other stakeholders of TCO as stated in the Offer Document. The Board notes that Seco Invest through the acquisition will aim at further developing the Company in an unlisted setting by having few and active owners who can contribute with their resources, knowledge and capital. Following a successful completion of the Offer the Company’s operations is to be continued. The Board further notes that Seco Invest is not aware of any legal, financial or work related consequences for TCO’s employees resulting from the Offer and thus no distraction from operating the business on a day-to-day basis. Based on the information in the Offer document, the Board does not anticipate any substantial changes in the Company's running operations or strategy impact for the employees or the localization of TCO’s operations. It is the opinion of the Board that fewer and more active shareholders would improve the Company’s development and hence ensure employment. Employees The Board has not received any separate statement on the Offer from the employees of TCO. The Offer is supported and recommended by the employee elected members of the Board. Recommendation Based on an overall evaluation of relevant factors, taking into account the Offer Price and other terms of the Offer, the Board has found the Offer to be in the best interests of the Company and recommends its shareholders to accept the Offer. The Board Members and the CEO’s own shares The board members Morten Garman (50,000 shares) Ingvild Myhre (12,500 shares) Sturla Rusånes (18,107 shares) and the CEO Sven Tore Kaasa (292,069 shares) will accept the Offer for all of their shares at the Offer Price of NOK 18,15. Mr. Kaasa has 200.000 synthetic options with a strike of NOK 14,75 which will be settled in connection with the Offer. None of the other board members owned shares in the Company at the time the Offer was made. Following the completion of the Offer: - Morten Garman will own 0 shares in TCO - Ingvild Myhre will own 0 shares in TCO - Sturla Rusånes will own 0 shares in TCO - Sven Tore Kaasa will own 0 shares in TCO Oslo, Norway, 17 December 2009 Ingvild Ragna Myhre, Board Member Katarina Johansson , Board Member Sturla Rusånes, Board Member Christer Ignell, Board Member Per Nordquist, Board Member