PROSPECTUS EQUIVALENT DOCUMENT

IN CONNECTION WITH THE MERGER OF

INMETA ASA

AND

CRAYON GROUP AS

EXCHANGE RATIO:

47.0% INMETA ASA AND 53.0% CRAYON GROUP AS

NO SHARES OR OTHER SECURITIES ARE BEING OFFERED OR SOLD IN ANY JURISDICTION PURSUANT TO THIS PROSPECTUS EQUIVALENT DOCUMENT.

17 January, 2011

IMPORTANT INFORMATION

This Prospectus Equivalent Document (the "Document") has been prepared in connection with the proposed merger (the "Merger") of Inmeta ASA (the "Company" or "Inmeta") and Crayon Group AS ("Crayon"). Inmeta and its corresponding consolidated subsidiaries are referred to in this Document as the "Inmeta Group" whilst Crayon and its consolidated subsidiaries are referred to as the "Crayon Group". The Inmeta Group and the Crayon Group are jointly referred to as the "Combined Group" and the merged company after the implementation of the Merger is hereinafter referred to as the "Merged Company" or "Inmeta Crayon".

For definitions of terms and abbreviations used throughout this Document, including the above, see Section 10 (Definitions).

No shares or other securities are being offered or sold in any jurisdiction pursuant to this Document.

This Document contains information which is regarded as "equivalent" to that of a prospectus, pursuant to Section 7-4 no. 4 and Section 7-5 no. 5 of the Norwegian Act on Securities Trading. The Document has therefore been submitted to the Norwegian Financial Supervisory Authority of Norway ("Finanstilsynet") for inspection and review before publication. This Document is not a prospectus and has neither been inspected nor approved by Finanstilsynet in accordance with the rules that apply to a prospectus. This Document has been prepared in an English version only.

All inquiries relating to this Document must be directed to the Company. No other person is authorized to give any information about, or to make any representations on behalf of Inmeta in connection with the Merger. If any such information is given or representation made, it must not be relied upon as having been authorized by the Company. The information contained herein is valid as of the date hereof and is subject to change, completion and amendment without further notice. The delivery of this Document shall not imply that there has been no change in the Company's affairs or that the information set forth herein is correct as of any date subsequent to the date hereof.

The contents of this Document are not to be construed as legal, business or tax advice. Each reader of this Document 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 Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional advisor.

The distribution of this Document in certain jurisdictions may be restricted by law. The Company requires persons in possession of this Document to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of any documents relating to the Merger or any amendment or supplement thereto, including but not limited to this Document, in any country or jurisdiction where specific action for that purpose is required.

Investing in the Company's shares involves risk. See Section 1 (Risk factors) below.

Presentation of financial information

The financial information contained in this Document relating to Inmeta has been prepared in accordance with International Financial Reporting Standards ("IFRS") and the information in relation to Crayon in accordance with the accounting principles generally accepted in Norway ("NGAAP"). This Document presents financial information derived from Inmeta's and Crayon's

audited consolidated financial statements as of, and for the years ended, December 31, 2009, 2008 and 2007 and from Inmeta's and Crayon's unaudited condensed consolidated financial statements as of, and for the nine months ended, September 30, 2010 and 2009.

This Document is subject to Norwegian law. Any dispute arising in respect of this Document is subject to the exclusive jurisdiction of the Norwegian courts, with Oslo District Court as legal venue.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Document contains forward-looking statements relating to plans and expectations with regard to the business and operations of the Company, Crayon, the Merger and the markets in which the Company and Crayon operate. Forward-looking statements include all statements that are not historical facts, and may be identified by words such as "anticipates", "believes", "expects", "intends", "plans", "projects", "seeks", "should", "will" or "may", or the negatives of these terms or similar expressions. These statements appear in a number of places in this Document, principally in Section 1 (Risk factors), Section 3 (Description of the Merger), Section 4 (Description of Inmeta) and Section 5 (Description of Crayon) and include statements regarding the management of the Company's intent, belief or current expectations with respect to, among other things:

strategies for the Merged Company's and the Combined Group's products, segments and businesses;
sales volumes, price levels, costs and margins;
earnings, cash flows, dividends and other expected financial results and conditions;
cash requirements and uses of available cash;
financing plans;
anticipated capital spending;
growth opportunities; and
legal proceedings.

These forward-looking statements are based on the Company's present plans, estimates, projections and expectations. They are based on certain expectations, which, even though they seem to be adequate at present, may turn out to be incorrect. No assurance can be given that the expectations expressed in these forward-looking statements will prove to be correct. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations proves to be inaccurate or is unrealized. Numerous factors may cause the Merged Company's, the Inmeta Group's, the Crayon Group's and/or the Combined Group's actual results to differ materially from historical or anticipated results, some of which are beyond the Inmeta Group's control. Important factors that could cause those differences include, but are not limited to:

the possibility that various conditions to the completion of the Merger may not be satisfied or waived;
the risk that the Merger is not completed within the anticipated time period;
the Merged Company's ability to integrate successfully Crayon and the Merged Company's other recent or future acquisitions or the risk that such integration may be more difficult, time-consuming or costly than expected;
the risk that the Merged Company may be subject to liabilities of which the Company is unaware;
the Merged Company's ability to realize the anticipated synergies and other benefits from the Merger and within the expected timeframe;
the Inmeta Group's and the Crayon Group's, and following the Merger, the Merged Company's ability to meet its debt service obligations;
competition and actions by competitors and others affecting the markets within the Inmeta Group's and the Crayon Group's, and following the Merger the Merged Company's industry;

fluctuations in foreign exchange and interest rates, particularly fluctuations in SEK, DKK and Euro exchange rates;
the impact of changes to or cancellations of existing license certifications
the impact of any legal proceedings; and
the loss of key management personnel.

Any forward-looking statements contained in this Document should not be relied upon as predictions of future events.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this Document, which represent the best judgment of the Company's management as of the date of this Document. Except as required by applicable law, the Company does not undertake responsibility to update these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further public disclosures made by the Company, such as filings made with the Oslo Stock Exchange or the Company's press releases.

RISK FACTORS ... 7
STATEMENT OF RESPONSIBILITY ... 15
DESCRIPTION OF THE MERGER ... 16
DESCRIPTION OF INMETA ... 20
DESCRIPTION OF CRAYON ... 30
INFORMATION REGARDING INMETA CRAYON AFTER THE MERGER ... 36
INMETA FINANCIAL INFORMATION ... 38
UNAUDITED PRO FORMA FINANCIAL INFORMATION ... 45
ADDITIONAL INFORMATION ... 50
DEFINITIONS ... 53

Appendix:

Independent report regarding the unaudited pro forma financial information.

1 RISK FACTORS

In addition to the other information set out in this Document, the following risk factors should be carefully considered when analyzing Inmeta and/or the Merger. The risks described below could have a material adverse effect on the business, financial condition or results of operations of Inmeta or, following the Merger, the Merged Company (and, accordingly, all references to Inmeta or the Inmeta Group in this Section shall be construed also as references to Inmeta Crayon and the Combined Group, unless the context otherwise requires). Accordingly, the risks described herein could have a material adverse effect on the trading price of the Company's shares. The information below does not purport to be exhaustive. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also have a material adverse effect on the business, financial conditions or results of operations of Inmeta or, following the Merger, the Combined Group.

1.1 Risk relating to the Merged Company and its operations

Inmeta and Crayon may not be able to renegotiate all current license certifications

The operation of being a licensing reseller always involves elements of risk with respect to contractual terms and changes in market position for the various software manufactures.

The license certification that Inmeta and Crayon currently has with large software manufactures, in particular Microsoft, has and will continue to be important to the Merged Company's operations. However, some form of materially adverse incident would be required to occur in order for Inmeta to lose its license as a Large Account Reseller. If changes to, or cancellation of, this certification were to occur, or a loss of the current status as resellers of licenses of software manufactures, this could have a material adverse effect on the Merged Company's business, operating results and financial condition.

Negative economic development may have material negative impact on the Merged Company's sales and profitability

Lower economic growth or a downturn in Inmeta's and Crayon's markets could have a negative effect on the Merged Company's business and profitability. This could take the form of reduced demand or losses on receivables resulting from customers' inability to pay their debts. In addition, price volatility can impact the Merged Company's operating costs. This could all have a material adverse effect on the Merged Company's business, operating results and financial condition.

The Merged Company may not be able to hold on to management and other key personnel

The Merged Company's business and prospects depend to a significant extent on the continued services of its key personnel in its various business areas. Financial difficulties and other factors could negatively impact the Merged Company's ability to retain key employees. The loss of any of the members of its senior management or other key personnel or the inability to attract a sufficient number of qualified employees may have a material adverse effect on the Merged Company's business, operating results and financial condition.

The employees of Inmeta and Crayon are key resources for delivering quality in the Merged Company's business processes. The loss of a large number of key people within a short timeframe may have a materially adverse effect on the Merged Company's business, operating results and financial condition.

Risk relating to uncovered insurance

The Merged Company will maintain a level of insurance cover on its operations in line with industry standards. There will always be a risk that certain events may occur for which only partial or no indemnity is payable, which may have a material adverse effect on the Merged Company's business, operating results and financial condition.

The Merged Company may lose market share due to strong competition and new competitors

The IT Services market in the Nordic region is very fragmented and competition is strong. New competitors that, in a short time frame, want to establish themselves in the market may undermine the profit potential of the Merged Company by offering services at discount prices. 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.

The Merged Company may not be able to keep hold of key customers

Many of Inmeta's and Crayon's existing material contracts include termination clauses that allow customers to terminate contracts with short notice periods. Existing customer base contains various customers within public and private sector. Should the Merged Company lose one or more of its material customers, this may have material adverse effect on the Merged Company's business, operating results and financial condition.

Future acquisitions, mergers or strategic alliances may adversely affect the Merged Company's financial condition

The Merged Company may not be able to effectively integrate acquired businesses or generate the cost savings and anticipated synergies from such acquisitions, which in turn may adversely affect the Merged Company's business operations, results or financial condition. In addition, acquisitions may result in unintended consequences, for example, if significant liabilities are not identified during due diligence or come to light after the expiration of any applicable warranty or indemnity periods which could have a material adverse effect on the Merged Company's business operations, results or financial condition.

Open source software

If the market should experience a major shift in the direction of increased demands for open source software, and reduced demands for licensed software, this may have material adverse effect on the Merged Company's business, operating results and financial condition.

Fluctuations in foreign currency

The Merged Company will operate within the Nordic region and will be exposed to some foreign exchange risk arising from various currency exposures, primarily with respect to SEK, DKK and Euro. However, the impact is expected to be relatively limited as 95% of the costs, as well as all the debt, will be matched in NOK, SEK, DKK and Euro.

The Merged Company may be unable to attract a sufficient number of customers

The Merged Company may in the future not be able to attract a sufficient number of 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 future success of the Merged Company depends on continued growth in the market in which the Merged Company operates

The future success of the Merged Company's business depends on the continued growth in the market in which the Company operates and 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.

Price erosion may lead to declining profits and revenues

A majority of the Merged Company's revenues is derived from IT services. The natural evolution of technology has led to a commoditisation of these services which implies higher focus on prices and pressure on costs. The Merged Company may therefore experience declining profits and revenue despite significant growth in number of projects and clients. The Merged Company cannot guarantee that it will be able to secure growth in revenues and profit.

The Merged Company may not be able to manage growth effectively

The Merged Company's future growth and performance will partly depend on its ability to manage growth effectively. This includes, amongst others, its ability to adequately manage the number of employees, technical solutions including computer systems and software, operational efficiency, how the Merged Company is organised, and locations. Such risks include the risk of inefficiency during changing/reorganising the daily operations like moving to new locations, reorganising the operations centres, updating software or systems, hiring and training new employees. In addition, acquisitions of other companies may result in accelerated growth and demanding integration processes.

Growth may create a need for additional financial funding. The Merged Company's future capital requirements depend on many factors, including its ability to successfully enter into new customer contracts and establish long term customer contracts. To the extent that the funds that will be available to the Merged Company after completion of the Merger are insufficient to fund the Merged Company's future operating requirements, the Merged Company may need to raise additional funds through financings or curtail its growth and/or reduce its assets. The general financial market conditions, stock exchange climate, interest level, the investors' interest in the Merged Company, the existing share price of the Company, as well as a number of other factors beyond the Merged Company's control, may restrict the Merged Company's ability 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 effect on the Merged Company's business, operating results and financial condition.

The Merged Company may be unsuccessful in entering 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 effect on the Merged Company's business, operating results and financial condition.

Delay in deliveries to customers may reduce the Merged Company's profitability

The Merged Company will be involved in a number of large deliveries and projects, many of which imply a customisation of the deliverables to the customer. Although Inmeta and Crayon has routines for quality assurance, delays in any of these projects or deliverables may materially adversely affect the Merged Company's profitability, both as a result of claims for compensation and through the increase in costs which normally result from such delays. Delays may also result in cancellation of contracts.

The Merged Company may be exposed to technical problems or other problems relating to the products and services being sold

The Merged Company provides and will provide a large variety of product and services, which also includes products and services from third party vendors. There may be situations where the customers, the Merged Company and the vendors may not agree upon the reasons for defects or claims, and that such situations may result in a costly and time consuming disputes or in other ways may affect the Merged Company's business.

The Merged Company is dependent on third parties

The Merged Company depends on third parties, such as suppliers and partners, to perform certain services to its customers. 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.

The Merged Company is exposed to risks associated with international operations

The Merged Company's operations in international markets is 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. The materialisation of such risks may adversely affect the Merged Company's reputation, as well as its business, operating results and financial condition.

The Merged Company faces the risk of litigation or other proceedings in relation to its business

The Merged Company faces the risk of litigation and other proceedings in relation to its business. Even if the Merged Company believes it has appropriately provided for the financial effects of litigation or other proceedings, the outcomes of any litigation may differ from management expectations, exposing the Merged Company to unexpected costs and losses, reputational and other non-financial consequences and diverting management attention.

Interest rate risk

The interest rate for the Merged Company's long term debt is fixed at market level during fall 2010. Approximately 90 per cent of the long term debt of the Company is fixed rate loans.

The Merged Company's ability to pay dividends is dependent on the availability of distributable reserves

The ability of the Merged Company to pay dividends on its shares is dependent upon the availability of distributable reserves and, therefore, among other things, upon receipt by it of

dividends and other distributions of value from its subsidiaries and companies in which it has an investment.

1.2 Risk relating to the Merger

The Merger may not be completed or may not be completed in the manner described in this Document if certain conditions to Completion are not satisfied or waived

The closing and implementation of the Merger is subject to certain conditions, including without limitation, approval by the general meetings of both Crayon and Inmeta to be held on January 17 and January 18, 2011, see Section 3.3. There can be no assurance that such conditions will be met, and if they are not, the Merger may be terminated.

If the Merger is not completed and Inmeta and Crayon continue to operate as separate entities, the failed Merger process will have resulted in costs, time consumption and decisions that may not have occurred if the process was never initiated. In such a situation the continued operation of Inmeta and Crayon as separate entities may, in several ways, experience a setback compared to if the Merger process was never started.

The share price of Inmeta may also be affected if the Merger fails compared to a continued separate operation of the two companies. Also the announcement of the intention to combine Inmeta and Crayon and the following process and flow of information, may have affected the share price.

Inmeta and Crayon will incur substantial costs in connection with the Merger

Inmeta and Crayon have incurred and will continue to incur substantial costs and expenses in connection with the Merger. Moreover, management resources may be diverted in an effort to complete the Merger. If the Merger is not completed, both Inmeta and Crayon will have incurred significant costs for which they will have received little or no benefit. Furthermore, if the Merger is not completed, both Inmeta and Crayon may experience negative reactions from the financial markets, the media and its shareholders, potential investors, customers, employees and other stakeholders. Each of these factors may materially and adversely affect the trading price of the Shares and could have a material adverse effect on Inmeta's and Crayon's businesses, financial condition, operating results and/or cash flows.

Even if the Merger is completed, the Merged Company may face additional risks and challenges as a result of combining Crayon and Inmeta's existing business

Even if the Merger is completed, it may not improve, and may even adversely effect, the results of operations of the Merged Company, and the combination of Crayon and Inmeta's existing businesses may expose the Merged Company to additional risks and losses unknown as of the date of this Document. The Merged Company's ability to benefit from enhanced business opportunities is dependent on business conditions in future periods that cannot be predicted or measured with certainty.

The Merged Company cannot be certain that the combination of Crayon and Inmeta's existing businesses will result in the expected benefits from anticipated business opportunities, revenue enhancements or growth levels or that such results can be achieved in the timeframe expected. Future business conditions and events may reduce, eliminate or delay the Merged Company's ability to realize them.

Further, the growth and operating strategies for the Merged Company may not be successful. The Merged Company may fail to realize the anticipated benefits of the Merger due to integration and other challenges, including, but not limited, to:

complications consolidating corporate and administrative infrastructures, including information technology, communications and other systems;
difficulties with retaining employees;
inability to coordinate, marketing and other functions;
potential disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies which could have a material adverse effect on the ability to maintain relationships with customers, suppliers, distributors or creditors;
diversion of management's attention and resources from ongoing business concerns; and
difficulties mitigating contingent and assumed liabilities.

The inability to benefit from business opportunities, experience revenue and overall growth or to meet the expected cost of integration, or inability to achieve them within the expected timeframe, could have a material adverse effect on the Merged Company's business, operating results and financial condition.

The unaudited pro forma financial information included in this Document may not necessarily reflect what the results of operations, financial condition and cash flows of the Merged Company would have been for the same period

Inmeta and Crayon have been operating their respective business operations separately prior to the Merger. There is no prior history as a combined entity and their operations have not previously been managed on a combined basis. Furthermore, the operating and financial information for the Merged Company and the Combined Group presented in this Document has been prepared for the purpose of illustratively presenting, as far as practicable, the financial position and results of operations of the Merged Company and the Combined Group. This required the aggregation of financial information of the entities which make up the Combined Group, the elimination of intercompany transactions and balances and other adjustments. See Section 8 (Unaudited pro forma financial information) for details. The unaudited pro forma financial information presented in this Document may, accordingly, not reflect what the Merged Company's and the Combined Group's financial position and results of operations would have been had Inmeta and Crayon operated on a combined basis and may not be indicative of what the Merged Company's and the Combined Group's results of operations and financial position will be in the future.

1.3 Risk factors relating to the shares of the Merged Company

The market value of the shares of the Merged Company may fluctuate significantly and may not reflect the Merged Company's underlying asset value

The price of the Merged Company's shares may experience substantial volatility. The trading price of the shares could fluctuate significantly in response to variations in operating results, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of major customers or competitors or changes to the regulatory environment in which the Merged Company is to operate. The market price of the shares could decline due to sales of a large number of the Merged Company's shares in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Merged Company to offer equity securities in the future at a time and at a price that are deemed appropriate.

Exercise of voting rights for nominee shareholders

Beneficial owners of the shares in the Merged Company 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 Central Securities Depository (VPS) prior to general meetings in the Merged Company. The Merged Company cannot guarantee that beneficial owners of the shares will receive the notice for 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.

Any future share issues may have a material adverse effect on the market price of the shares in the Merged Company

It is possible, however not planned, that the Merged Company in the future may decide to offer additional shares in the Merged Company in order to strengthen its capital base or for other reasons. Any offering of such shares may be made at a significant discount to the prevailing market price and could have a material adverse effect on the market price of the outstanding shares.

Shareholders will be diluted if they are unable or unwilling to participate in future equity offerings

Unless otherwise resolved by the general meeting, shareholders in Norwegian public limited companies, such as the Merged Company, have pre-emptive rights proportionate to the aggregate amount of the shares they hold with respect to any new shares issued against consideration in cash. Due to regulatory requirements under foreign securities laws or other factors, foreign investors may be unable to participate in a new issuance of shares or other securities in the Merged Company. Any investor that is unable or unwilling to participate in the Merged Company's future equity offerings will have their percentage shareholding diluted.

Certain transfer and selling restrictions may limit shareholders' ability to sell or otherwise transfer their shares in the Merged Company

The Company has not registered the Shares under the US Securities Act of 1933 or the securities laws of other jurisdictions than Norway and the Merged Company does not expect to do so in the future. Neither the Existing Shares nor the shares of the Merged Company may be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the US Securities Act of 1933) nor may they be offered or sold in any other jurisdiction in which the registration of the Existing Shares or the shares of the Merged Company is required but has not taken place, unless an exemption from the applicable registration requirement is available or the offer or sale of the Existing Shares or the shares of the Merged Company occurs in connection with a transaction that is not subject to these provisions. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or subscription rights.

Limitation of ability to make claims against the Merged Company

The ability of shareholders of the Merged Company, in their capacity as such, to bring action against the Company following registration of a share capital increase in the Norwegian Companies Register is severely limited under Norwegian law.

Once a capital increase relating to any shares of the Merged Company has been registered in the Norwegian Companies Registry, purchasers of those shares have limited rights against the Merged Company under Norwegian law.

Enforceability of civil liabilities

The Company is organised under the laws of Norway. Its directors will be residents of Norway, and a substantial portion of its assets will be located in Norway. It may not be possible for investors to affect service of process in their own jurisdiction on the Merged Company or any of such persons, or to enforce against them judgements obtained in non-Norwegian courts.

2 STATEMENT OF RESPONSIBILITY

This Document has been prepared in connection with the merger of Inmeta ASA and Crayon Group AS.

The Board of Directors of Inmeta ASA confirms that, having taken all reasonable care to ensure that such is the case, the information contained in this Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, January 17, 2011
The Board of Directors of Inmeta ASA

Paal Scheen Raaholt, Chairman	Øystein Moan, Director
Ingvild Ragna Myhre, Director	Gerd Charlotte Cecilia Amlè, Director

3 DESCRIPTION OF THE MERGER

3.1 Overview of the Merger

The Board of Directors of Inmeta and the board of directors of Crayon have, pursuant to the provisions in Chapter 13 of the Public Limited Liability Companies Act, prepared a plan (hereafter the "Merger Plan") for the Merger between Crayon and Inmeta, with the latter being the surviving company.

Through the Merger, Crayon will transfer all of its assets, rights and liabilities to Inmeta.

The Merger Plan will be presented to the general meetings of Crayon and Inmeta to be held on January 17 and 18, 2011. The Merger Plan must be approved by the general meeting of both companies by at least 2/3 of both the votes cast and the share capital represented at the general meeting.

Completion of the Merger by registration in the Register of Business Enterprises is expected to occur after the two month creditor notice period, pursuant to Section 13-13 to 13-15 of the Public Limited Liability Companies Act, has expired and all other necessary conditions for completion of the Merger set out in the Merger Plan have been satisfied (see Section 3.3 "Conditions for completion of the Merger"). It is expected that the creditor notice period will expire ultimo March, 2011.

The corporate name of the Merged Company will be Inmeta Crayon ASA and the registered office and head office of the Merged Company will be at Oslo, Norway. The corporate objective of the Merged Company will be to carry on sale of computers and software, trading and consultancy business, and investments in all other economic businesses, including participating in other businesses and companies.

Incorporated by reference is the Merger Plan with enclosures (including independent expert statements and the reports from the boards of directors of the Company), cf. Section 9.3.

3.2 Background and the reason for the Merger

The rationale for the Merger is to establish a leading license and consultancy company with complementary competence and solid finances.

Both Inmeta and Crayon offers license and IT-consultancy services, and has for many years built a strong position within the software-licensing market. The Merged Company's vision is to have an international ambition, with particular focus on the Nordic market. The management of Inmeta and Crayon see that joining forces is a strategic and appropriate move in order to utilize market opportunities in a swift and suitable manner.

The Merged Company will have the Nordic region as its home market with headquarters in Oslo. This position will be a solid platform for economic growth and increased share value, as well as focusing on an accelerated growth opportunities in targeted international areas, through established businesses in Sweden, Denmark, Finland and Germany.

The Merged Company will establish a larger size and scale. This will enhance the customer and partner position through a leading role within licensing and a stronger player within consulting. It is also expected that a larger company will get increased attention in the investor community.

The Merged Company is anticipated to have a stronger platform for growth. Crayon has a proven model for international expansion and it is expected that this platform can bring further growth to the Merged Company. Inmeta and Crayon are likely to deliver stronger growth together than as stand-alone companies.

Further, the Merged Company will have a strong product and service portfolio, with significant competence and supply-capacity, and a sound customer base within both the private and public sector. The Merged Company will be an important licensing reseller in the Nordic market, with an additional solid capacity within the consultancy market. The Merged Company will also have a solid position within the licensing market and will be able to play a vigorous part within modifications of customers’ use of software, including Cloud Computing. The Merged Company will become one of the ten largest Microsoft licence partners in Europe.

3.3 Conditions for completion of the Merger

Completion of the Merger shall be conditional upon the following:

The Merger Plan and all necessary decisions for completion of the Merger being resolved by Inmeta’s and Crayon’s general meetings.
All necessary approvals from government authorities being granted (including by way of expiry of relevant deadlines) on conditions that will not have a material negative impact on the financial position or future activities of the Merged Company. Approval by the Norwegian Competition Authority has been obtained as of the date hereof.
All third party approvals required for completion of the Merger being obtained, except to the extent absence of any such approvals will not have a material negative impact on the Merged Company.
The Shares, including the Consideration Shares, of Inmeta have become or will most likely become approved for continued listing on the Oslo Stock Exchange after the Merger on terms that are acceptable to the boards of the parties, including that the Financial Supervisory Authority has approved the equivalent document in accordance with section 7-5, no. 5 of the Securities Trading Act for the Merger.
Neither Inmeta nor Crayon having committed any material breach of the Merger Plan, including its provisions regarding the parties’ obligations prior to Completion.
Jens Rugseth and Rune Syversen shall have committed themselves to the Merged Company for a three year period not to participate in business competing with the Combined Group within the license and LAR-business area.
In the period between September 30, 2010, and the date of Completion of the Merger, there shall be no material adverse change to any of the parties’ business activities that would have been of significance to the exchange ratio for the Merger if these had been known on the date for signing the Merger plan.
The Merger shall not have any effect on the parties’ contractual arrangements or other rights positions which will significantly alter the conditions for the Merger.
Certain management employees in Crayon Group and CEO Jarl Øverby of Inmeta shall have accepted adequate non-competition clauses in their contracts of employment, unless the board of directors of Inmeta or Crayon, as applicable, wholly or partially has waived this condition.

CEO Jarl Øverby shall in writing have waived any rights to exercise share options due to the Merger.
The two months creditor notice period for the Merger must have expired, and the arrangements with creditors that may have submitted objections must be clarified or the court must have decided that the Merger can still be implemented and registered in the register of business enterprises.
The creditor notice period concerning distribution of dividends/reduction of the share premium account in Crayon, must have expired, and the arrangements with creditors that may have submitted objections must be clarified or the court must have decided that the dividends/reduction of share premium account can still be implemented and registered in the register of business enterprises, and the distribution have been made.

The board of directors of both Inmeta and Crayon may terminate the Merger Plan by written notification to the other party if the abovementioned conditions have not been met by June 15, 2011, or if the completion of the Merger has not occurred by June 30, 2011, provided that this is not caused by a breach of the Merger Plan by the party that wishes to terminate the Merger Plan.

3.4 Merger Consideration, Exchange Ratio

The Merger will be carried out with Inmeta as the remaining company. The Merger is based on an agreed ratio between the value of Inmeta and Crayon of 47:53, which imply that existing shareholders in Inmeta will own 47 per cent and existing shareholders in Crayon will own 53 per cent of the shares of the Merged Company.

The exchange ratio has been determined as a result from negotiations between the two companies which were focused on inter alia the estimated relative values in the two companies. The exchange ratio has been established based upon a total evaluation of the companies' book equity, market values, their future earning potentials and the values of expected income and cost synergies which the Merger is expected to provide basis for. The assessment of future earnings potentials have been based primarily on expected EBITDA contribution to the Merged Company. In addition, the exchange ratio accounts for a net cash position of NOK 25 million in Crayon and a net debt position of NOK 20 million in Inmeta at the time of the Merger.

Existing shareholders in Crayon will receive in total 73,433,082 shares in the Merged Company, with a nominal value of NOK 0.21, as consideration for the Merger (the "Consideration Shares"), which will be issued and admitted to trading at Oslo Stock Exchange. One share in Crayon, with nominal value of NOK 1.00 gives the right to 42.0547 new shares in the Merged Company. The Consideration Shares will be issued through an increase of the share capital of the Merged Company by NOK 15,420,947.22. The share capital contribution in the capital increase will be the net equity received by Inmeta through assuming Crayon's assets, rights and obligations in accordance with the Merger Plan.

As the Consideration Shares shall be allotted in full to the shareholders of Crayon, the existing shareholders of Inmeta will not have any preferential rights to subscribe for the Consideration Shares.

The right to receive the Consideration Shares vests with the shareholders of Crayon at Completion.

Fractions of Consideration Shares are not issued, but will be assembled to whole shares and sold. The sales amount will be divided proportionally between those who were entitled to fractions of Consideration Shares.

The exchange ratio is based on the assumption that neither Inmeta nor Crayon distributes any dividend or other distributions to their respective shareholders prior to Completion, except that Crayon shall make a NOK 40,000,000 distribution to its shareholders as dividends and/or by way of a share capital reduction.

3.5 Lock up

It is a condition for Completion of the Merger (unless such conditions are waived in full or in part by Inmeta) that certain shareholders with key positions in the Crayon Group, shall have accepted lock up restrictions for their Consideration Shares (the “Lock Up Shares”). The Lock Up Shares are subject to the following lock up period:

Lock-up	Number of Consideration Shares released
6 months subsequent to Completion	One sixth
12 months subsequent to Completion	One sixth
18 months subsequent to Completion	One sixth
24 months subsequent to Completion	One sixth
30 months subsequent to Completion	One sixth
36 months subsequent to Completion	One sixth

In the relevant lock-up period, said shareholders may not transfer their Lock Up Shares or in other ways dispose of such Lock Up Shares, including derivative transactions with the Lock Up Shares as underlying instrument, except to such related parties as described in the Norwegian Public Limited Liability Companies Act Section 1-5 second paragraph. The lock-up period shall be registered as an encumbrance on the Consideration Shares with VPS.

The Lock Up Shares may be registered under separate ISIN in the lock-up period. When the Lock Up Shares are released, the Merged Company shall procure that the Lock Up Shares are transferred to the same ISIN number as for the Merged Company’s ordinary shares.

3.6 Completion of the Merger, issuance and delivery of the Consideration Shares

It is expected that the Completion will take place at the end of March 2011. The issuance of the Consideration Shares will take place on Completion, and the delivery of the Consideration Shares is expected to take place at the end of March 2011. It is expected that the Consideration Shares will be admitted to listing on Oslo Børs immediately following delivery of the Consideration Shares.

3.7 Limitation on the right to own and transfer Shares

The shares in the Merged Company will be freely transferable subject to securities laws and lock up restrictions agreed to by certain shareholders, cf. Section 3.5 above. Inmeta’s Articles do not contain any provisions imposing limitations on the ownership of the Shares, nor will the articles of the Merged Company.

3.8 Interests of certain persons in the Merger

No agreements have been, or are expected to be, entered into, in connection with the Merger for the benefit of the executive management or members of the board of directors of Inmeta or Crayon.

4 DESCRIPTION OF INMETA

4.1 Overview

The legal and commercial name of the Company is Inmeta ASA. Inmeta is a Norwegian public limited company (Norwegian: "allmennaksjeselskap") organized under the laws of Norway including the Norwegian Public Limited Companies Act, with Norway as its home state, and its registration number is 981 125 592. The Company was incorporated in Norway on June 29, 1999 and registered with the Norwegian Register of Business Enterprises on October 6, 1999. Inmeta is listed on the Oslo Stock Exchange under the ticker code "INM".

The Company's registered office and principal place of business is located at Langkaia 1 Havnelageret, 0150 Oslo, Norway, its telephone number is +47 23 00 67 00 and its website address is www.inmeta.com.

As of the date of this Document, the Company's share capital is NOK 13,675,179.63 divided into 65,119,903 Existing Shares, with a nominal value of NOK 0.21 per Existing Share. There is one class of Existing Shares. The Existing Shares are equal in all respects and each Existing Share carries one vote at the general meetings of shareholders. All the Existing Shares are authorized, issued and fully paid. The Existing Shares are registered in the VPS with ISIN NO0010026230, provided that 4,033,576 of the Existing Shares, which have been used as part consideration for Inmeta's acquisitions of Structurum AS and Osiris AS, are held in separate ISINs pending release of the agreed lock up of such shares.

4.2 Corporate information

The table below sets forth the historical development of the Company's share capital and the number of issued Existing Shares for the period between January 1, 2007 and the date of this Document.

Date	Type of change	Capital increase/decrease (NOK)	New share capital (NOK)	Total number of Existing Shares
January 1, 2007			8,061,823.00	38,389,634
May 22, 2007	Purchase of Netop As	17,068,000	8,790,321.33	41,858,673
March 3, 2008	Purchase of Spranget Solutions AS	3,738,000	8,927,189.88	42510428
September 10, 2008	Purchase of Exense Consulting AS	83,807,000	13,675,179.63	65,119,903

The Company is the ultimate parent company of a group of companies, and the following table sets forth the Company's subsidiaries.

Company name	Country of incorporation	Percentage of shares owned by Inmeta
IC Osiris Data AS	Norway	100.00
Inmeta Licensing AS	Norway	100.00
Inmeta Consulting AS	Norway	100.00
Inmeta Consulting Visiti AS	Norway	100.00
Inmeta Consulting Osiris AS	Norway	100.00

Esito AS	Norway	51.00
Inmeta Licensing AB	Sweden	100.00
Siriso Data AB	Sweden	100.00

The percentage of shares owned equals the percentage of voting shares owned by Inmeta.

4.3 Business overview

Overview of the Inmeta Group's Operations

Inmeta is operating within two business areas – Licensing and Consulting.

In the licensing business Inmeta operates as an advisor for large and medium customers to optimize commercial and legal agreements on standard software from the leading software manufacturers. These manufactures are among others Microsoft, Oracle, Citrix, Adobe and Symantec.

In the consulting business Inmeta operates as an advisor to large customers. Inmeta deliver services as advisory, project management, custom development, business intelligence, collaboration and infrastructure among others.

The business operations of the Inmeta Group are carried out by Inmeta Licensing AS, Inmeta Consulting AS and Inmeta Licensing AB. The recently acquired companies Osiris and Visiti are legally separated companies, but functionally organized in Inmeta Consulting AS from October 2010.

Inmeta Licensing AS is an important licensing reseller in the Norwegian market. The company is authorized by Microsoft for being a Large Account Reseller (LAR). In this market the company handles large customers with a complex license portfolio and advice customers on issues related to compliance and commercial assistance. Besides from Microsoft, the company also sells volume licenses from Adobe, Citrix, VMWare, Symantec and Oracle. Inmeta Licensing AS also gives advices and sells solutions with software asset management, by this contributing to increased license control and reduced cost/investments. Inmeta Consulting AS offers consulting services to large accounts in Norway. The company has strong experience and has long term relationship and contracts with several large accounts.

Inmeta Licensing AB is a Large Account Reseller in the Swedish market. Inmeta entered into this market through an acquisition and has built as position within the licensing market from 2007.

Inmeta is certified by the different software producers to safeguard the regulations that apply for the respective producers. A key element is within the licensing of Software Asset Management (SAM). Using the market's most advanced tools for the administration of licenses and a high level of expertise and broad experience, Inmeta assists companies with obtaining full control and correlation between user rights and user patterns. Inmeta protects the values that its customers have acquired and ensures the best position for further purchases such that the customer saves costs on a long term basis. Inmeta also offers to manage all other aspects of license administration.

Optimization of license investments

Inmeta Licensing's business idea is, through expert knowledge of the system of agreements, licensing rules and optimal licensing administration, to assist customers in utilizing the volume licensing rules in order to minimize the costs of license investments. Its customers wish to be properly licensed with regard to the statutory framework, agreements and licensing rules and

require a supplier which actively assists in reconciling the user patterns related to the license balance. In extension to license approach Inmeta realize increased opportunities in contributing to deployment of the technology in the customers’ infrastructure.

The Company’s largest cooperative partner and supplier has always been Microsoft. In response to requests from its customers, in the past few years Inmeta has also built up expertise with regard to agreements, certifications, logistics and supplier agreements with other software producers and service providers. Therefore, by using Inmeta a customer can have one supplier and one point of contact for advisory services and procurement of software from several software manufacturers.

In addition to expertise within the volume licensing agreements of software producers, Inmeta has established and developed competitive services and administration routines which the market demands for these types of purchases. Many of its customers have experienced that Inmetas’ expert knowledge has saved their companies considerable amounts in licensing costs and with regard to recommendations they have received from other licensing resellers.

Inmeta has established a well-structured and functional system that supports all obligations a company should demand from a volume-license reseller.

Software Asset Management – Software management

Inmeta has a strong focus on providing its customers with the opportunity of control, security and financial savings from their license procurements. This is provided by Inmetas’ services in software asset management. Inmeta delivers advisory and systems to optimize control of usage, installation and purchase. Inmeta expects this market to grow.

Software asset management includes:

Charting of the current methods and routines for license administration
Quality assurance of license values
Assessment of opportunities and recommendations for solutions
Cost calculations of requested solutions and budget planning
Updating of user patterns in accordance with the required intervals of the software producers
Notification to the customer in due time before the Software Assurance licenses expire
Management of other contractual matters

Consulting Services

Inmeta Consulting provides consultancy services based on several technological platforms. Inmeta offers a broad services portfolio. Core consulting areas are advisory, project management, custom development, business intelligence, collaboration and infrastructure. Inmeta Consulting works closely together with its customers, and adopts the customers’ business goal as its own goals.

The main segment is large account customers. Inmeta Consulting has 150 consultants and through market opportunities and increased utilization of the licensing customer base, it will continue to recruit accordingly. Inmeta is considering the possibility of entering into the IT consulting market in the Nordic region, in addition to investigating further growth in Norway.

Vision, mission and strategy

Inmeta Group has as its vision that the Inmeta Group shall become a leading licensing and consulting group in Northern Europe, and as its mission to enable its customers to improve their competitive edge.

The Inmeta Group plans to continue to grow its market share through organic growth in combination with acquisitions on consulting and licensing in the target region.

Employees

As of September 30, 2010, the Inmeta Group had approximately 200 employees. 30 of these were in the licensing services segment and 150 were in the consulting services segment. The remaining employees were employed in shared service and support functions and in general management functions not associated with a particular segment.

The table below reflects a breakdown of the geographic location of the Inmeta Group's employees as of September 30, 2010.

Location	As of September 30, 2010
	Number of employees	Percentage of total employees
Norway	185	92.5
Sweden	15	7.5
Total	200	100.00

4.4 Principal markets for Inmeta

Inmeta operates in Norway and Sweden. In Norway, the Inmeta Group operates within both licensing and consulting. In Sweden, licensing has been the only business until summer 2010 when Osiris was acquired and contributed to a consulting start within the Group.

4.4.1 Licensing

Total revenue Inmeta Licensing:

Year	MNOK
2009	333.6
2008	333.0
2007	274.8

The licensing division has been focused on the Norwegian market since 1993. This has enabled a steady and healthy growth, and Inmeta Licensing AS has a key position in the Norwegian licensing market, especially when it comes to Microsoft and Adobe. Microsoft's position has become more and more important, and Microsoft has been shifting their focus from a pure client based business to also include more business critical applications and systems. Microsoft has a strong partner focus as this leads to a stronger support of their products and solutions in the IT industry. This focus also makes Microsoft dependent on its partners.

The license certification that Inmeta Licensing AS has with Microsoft has been important, and will be important for this business area. With a stronger focus on other software manufactures Inmeta

Licensing AS has developed a more balanced source of licensing business in addition to the historically strong Microsoft business.

Historically, Inmeta Licensing AS has focused on the large account segment and Inmeta Licensing AS holds certifications from the key software manufactures to operate in the segment. The large account segment is still very important to the company, but focus is extended to also include licensing in the SME market. Inmeta Licensing AS is also certified as a reseller towards the hosting segment and this gives opportunities to focus also on this market which Inmeta is expecting will grow.

Inmeta Licensing is in competition with a variety of local and international resellers. Examples are Atea, Umoe, EDB Ergo, PC Ware, Insight, Crayon, HP, Dell and Fujitsu Siemens. Microsoft has made it difficult for newcomers to get the Large Account Reseller certification, and has instead put greater effort in to working closer with its existing partners. In the future it will be important to delivery more than just licensing advisory, and software asset management and relevant technology consulting will be relevant services to be competitive in the market.

4.4.2 Consulting

Total revenue Inmeta Consulting:

Year	MNOK
2009	119.7
2008	68.0
2007	19.8

There are market and partner synergies by combining licensing and consulting. Inmeta wants to increasingly utilize these opportunities. Size within consulting is critical to be able to deliver services through a variation of customer requirements.

The IT consulting market is large. This leads to a variation of different vendors in the market, because of different focus and skill sets. Few companies look similar. Atea, EDB Ergo, Crayon, Accenture, Bouvet, Avanade, Cap Germini are companies that, in some parts of their business, engage in similar activities to Inmeta Consulting.

4.4.3 Geographical presence

Inmeta has offices in Oslo, Trondheim, Stockholm, Gothenburg and Ørebro. Inmeta's business in Denmark was closed down in 2008.

The following table shows the geographical distribution of revenue:

Total revenue Norway:		Total revenue in Sweden:		Total revenue Denmark
Year	MNOK	Year	MNOK	Year	MNOK
2009	394.1	2009	50.1	2009	0.0
2008	367.2	2008	33.8	2008	0.0
2007	260.5	2007	33.9	2007	0.1

4.5 Board of Directors and Management

Nomination Committee

The Nomination Committee consists of 2 members appointed by the general meeting of shareholders. Currently, the members of the Nomination Committee consist of Frode Haugli (chairman) and Per Erik Strømsø.

The Nomination Committee nominates candidates to the Board of Directors and proposes the remuneration to the Board and its sub-committees.

Board of Directors

The current Articles of Association provide that the Company’s Board of Directors shall compose of between 3 and 7 members.

In accordance with Norwegian law, the Board of Directors assumes the overall governance of the Company, ensures that appropriate management and control systems are in place and supervises the day-to-day management as carried out by the CEO.

The table below sets out the name, year of birth, position and current term of office, followed by additional biographical information, for each of the members of the Board of Directors:

Name	Year of birth	Position	Director since	Term expires
Paal S. Raaholt	1960	Chairman	2001	2012
Øystein Moan	1959	Director	2000	2012
Gerd Charlotte Amlé	1958	Director	2007	2011
Ingvild Ragna Myhre	1960	Director	2010	2012

The business address of the members of the Board of Directors is c/o Inmeta, Langkaia 1 Havnelageret, 0150 Oslo, Norway.

Paal S. Raaholt, 50, Chairperson of the Board. Paal S. Raaholt has a Diploma in Market Economics from Norges Markedshøyskole. Mr Raaholt has been involved in the establishment of a number of enterprises since 1988. He currently holds board positions and significant ownership interests in these enterprises. Mr. Raaholt is one of the founders of Inmeta Licensing AS and through the wholly-owned PR Invest AS holds 3,537,736 shares and no options in the Company.

Øystein Moan, 51, Director. Øystein Moan is CEO of Visma Group and has a Bachelor of Science from Oslo University, majoring in Information Technology. Mr Moan was previously the founder and Managing Director of Cinet AS and has been Managing Director of the Visma Group since October 1997. He currently holds board positions and significant ownership interests in these enterprises. Mr Moan (including V-Invest I AS) holds [120,000] shares and no options in the Company.

Charlotte Amlé, 52, Director. Charlotte Amlé is independent counsel within financing and strategy and has previously been executive director and responsible for Institutional Clients and Securities Services at Fokus Bank. Ms Amlé has previous also experience from DnB within DnB

Markets, Group customers and responsibility for Investor Relations. Ms Amlé has a Bachelor of Political Science from Stockholm University and is an Authorised Stockbroker and also has 3 Master Programs from BI with a focus on Finance and Investment Theory. Ms Amlé holds neither shares nor options in the Company.

Ingvild Ragna Myhre, 50, Director. Ingvild Ragna Myhre has an MSc in engineering from the Norwegian Institute of Technology (NTH). She has previously held leading positions in both the energy and ICT sectors, including vice president posts at Alcatel Telecom, Telenor Mobil and Network Norway. Myhre has 17 years of boardroom experience at companies large and small in the public and private sectors, nationally and internationally. She considers her key expertise to be strategy, business development (growth and innovation), and organisational and management development. Ms Myhre holds neither shares nor options in the Company.

Benefits upon termination of employment

There are no benefits upon termination for the members of the Board of Directors.

4.5.1 Board Committees

Consideration Committee

The Company's consideration committee (the "Consideration Committee") shall consist of 2 members of the Board of Directors. The current members of the Consideration Committee are Chairman Paal S. Raaholt and Board director Øystein Moan.

The Consideration Committee reviews the performance of, and puts forward proposals regarding, the compensation of the President & CEO to the Board of Directors. The Consideration Committee also assists in evaluating the compensation of the Corporate Management Board and in determining performance-promoting schemes for the management.

Audit Committee

The Company's audit committee (the "Audit Committee") shall consist of at 2 members of the Board of Directors. The current members of the Audit Committee are Chairman Paal S. Raaholt and Board director Charlotte Amlé. The Audit Committee meets the Norwegian requirements regarding independence and competence.

The Audit Committee assists the Board of Directors relating to the integrity of the Inmeta Group's financial statements and financial reporting processes and internal controls; the Inmeta Group's risk assessment and risk management policies related to financial reporting; the qualifications, independence and performance of the external auditor; and the performance of the internal audit function.

To ensure the independence of the internal audit function, the head of Internal Audit reports functionally to the Board through the Audit Committee.

The Audit Committee maintains a pre-approval policy governing the engagement of the Company's primary and other external auditors to ensure auditor independence.

Senior Executive Management

Inmeta's Senior Executive Management consists of 4 members. The table below sets out their names, current position and year of appointment to current position, year of employment in the Senior Executive Management and business addresses.

Name	Year of birth	Employed in Inmeta since	Current position since	Position
Jarl Øverby	1969	2006	2006	CEO
Christian Martinsen	1968	2008	2008	CFO
Olav Waagan	1970	2008	2008	Director Consulting
Hege Støre	1969	2010	2010	Director Licensing

The business address of the Senior Executive Management is c/o Inmeta, Langkaia 1 Havnelageret, 0150 Oslo, Norway.

Brief Biographies of the members of the Senior Executive Management:

Jarl Øverby, 41, Group President and Chief Executive Officer. Jarl Øverby has a BCom from the Norwegian School of Management (BI) and joined Inmeta on November 1, 2006. He came from the position of CEO at Sony Denmark. As member of Sony's management team, he spent almost five years with this company. Øverby worked previously as vice president sales and marketing at Bredbåndsfabrikken, and held a variety of sales and management positions at Xerox Norway in 1996-2000. Øverby holds 622 000 Shares in the Company through his wholly-owned company Ringsplassen AS, and 1 197 619 share options.

Christian Martinsen, 42, Chief Financial Officer. Christian Martinsen holds a BCom from the Norwegian School of Management (BI) and has also taken an MBA in Copenhagen, Denmark. He joined Inmeta from the Optimera group (a construction materials company, including the Montèr chain) where he had been vice president for business development/acquisitions since 2004. His previous experience includes the Hakon group (ICA group) in 2002-2004, where he managed the business controller unit. He was project director of the If Skadeforsikring insurance company in 2000-2002 and held various positions at Orkla in 1993-2000, ending up as manager of the controller department. Martinsen took up his current position on November 1, 2008. He holds 60,000 Shares in the Company through his wholly-owned company Martinus Invest AS, and no share options.

Olav Waagan, 40, President, Inmeta Consulting. Olav Waagan was vice president for the consulting business area at listed company Exense ASA from 2005. From December 2007 until its acquisition by Inmeta ASA in August 2008, he was head of Exense Consulting ASA, an independent company listed on the Oslo Axess exchange. With a BSc majoring in computing form the Norwegian Institute of Technology (NTH), Waagan has participated in the start-up of several IT companies. He has extensive experience as a consulting and project manager from IT projects in banking and finance, both nationally and internationally. Waagan is the principal owner of JaaO Invest AS, which owns [3 247 075] Shares in the Company. He holds no share options in the Company.

Hege Støre, 41, President, Inmeta Licensing. Hege Støre joined Inmeta on August 1, 2010. She came from the post of managing director at Geonsight, where she had worked since 2008. Before that, she was sales vice president at search engine company Intellisearch. Støre also worked for Microsoft Norge from early 1991 to the end of 2006. Throughout that period, she held sales and marketing responsibilities in various departments of the company and made an active contribution to Microsoft's Norwegian growth. Her final job there was team responsibility for major customers in the finance and health sectors. Educated at university colleges and the Norwegian Academy of Music (NMH), Støre has also taken a number of supplementary management courses

at the Norwegian School of Marketing (BI). Støre holds neither Shares nor share options in the Company.

Benefits upon termination of employment

There are no benefits upon termination for the members of the Executive Management.

4.6 Corporate governance

Inmeta’s principles for corporate governance follows the Norwegian Code of Practice dated October 21, 2010.

4.7 Statutory auditor

Svindal Leidland Myhrer & Co AS Statsautoriserte revisorer is, and has, since 2004, been the auditor of Inmeta ASA. Their address is Nittedalsgt. 20, 2000 Lillestrøm, Norway, and their registration number is 972 412 112.

Svindal Leidland Myhrer & Co AS is a member of Den Norske Revisorforening (the Norwegian Institute of Public Accountants).

4.8 Major shareholders

As of December 27, 2010, the Company had approximately 1,965 shareholders, of which approximately 97 percent were Norwegian. The Company’s 20 largest shareholders as of December 27, 2010, are set out in the table below:

No	Name of shareholder	Type of account	Number of Shares	Percentage of Shares
1	PRINVEST AS	Company	3,537,736	5.43%
2	JAAO INVEST AS	Company	3,247,075	4.99%
3	BERG-LARSEN, ALEXANDER	Private	2,198,000	3.38%
4	RONOLD, ARNE	Private	2,091,000	3.21%
5	DNB NOR SMB VPF	Company	1,885,000	2.89%
6	MP PENSION	Company	1,853,686	2.86%
7	SANDQUIST, PATRICIA RODRIGUES DA COSTA	Private	1,751,000	2.69%
8	HERMIT AS	Company	1,659,211	2.55%
9	TOLUMA NORDEN AS	Company	1,600,000	2.46%
10	BØRSETH-HANSEN AS	Company	1,518,672	2.33%
11	SHB STOCKHOLM CLIENTS ACCOUNT	Nominee	1,314,410	2.02%
12	MORK INVEST AS	Company	1,310,000	2.01%
13	RUELLA KAPITALFORVALTING AB	Company	909,859	1.40%
14	KV33 INVEST AS	Company	876,578	1.35%
15	TTC INVEST AS	Company	820,320	1.26%
16	LORAAS HOLDING AS	Company	806,578	1.24%
17	SANTI HOLDING AS	Company	806,578	1.24%
18	STEINURA HOLDING AS	Company	806,578	1.24%
19	WILLUMSEN, THOR INGE	Private	770,000	1.18%
20	RINGPLASSEN AS	Company	622,000	0.96%
	Top 20 shareholders		30,384,281	46.66%
	Other		34,735,622	53.70%
	Total		65,119,903	100.00%

Shareholders owning 5 percent or more of the Existing Shares have an interest in the Company’s share capital which is notifiable pursuant to the Norwegian Securities Trading Act.

As of December 27, 2010, the Company’s major shareholder is PRINVEST AS, which held 5.43 percent of the Existing Shares. Other than as stated above, in so far as is known to the Company,

no other member of any administrative, management or supervisory body has a direct or indirect interest in the Company's capital or voting rights, which is notifiable under the Norwegian Securities Trading Act.

4.9 Material contracts

Other than the Merger and the contracts described herein, neither Inmeta nor any member of the Inmeta Group has entered into any material contracts outside the ordinary course of business for the two years immediately preceding the date of this Document, and no member of the Inmeta Group has entered into any contracts containing obligations or entitlements that are, or may be, material to the Inmeta Group as of the date of this Document.

4.10 Legal proceedings

The Group has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Inmeta Group is aware), during the last twelve months which may have, or have had in the recent past, significant effect on the financial position or profitability of the Inmeta Group.

5 DESCRIPTION OF CRAYON

The Company disclaims any responsibility and liability for the accuracy and completeness of the Document in respect of the information relating to Crayon presented herein, all of which has been extracted from publicly available sources and information made available to Inmeta in connection with the Merger. Please see www.crayon.no for further information.

5.1 Overview

The legal and commercial name of Crayon is Crayon Group AS. Crayon is a Norwegian private limited company (Norwegian: "aksjeselskap") organized under the laws of Norway including the Norwegian Private Limited Companies Act, with Norway as its home state, and its registration number is 990 981 329. The Company was incorporated in Norway on February 22, 2007 and registered with the Norwegian Register of Business Enterprises on March 26, 2007, through a group restructuring.

The business of Crayon was established in 2002.

Crayon's registered office and principal place of business is located at Sandakerveien 114 A, 0484, Oslo, Norway, its telephone number is +47 22 89 10 00 and its website address is www.crayon.no.

Crayon is the parent company of the Crayon group (the "Crayon Group"), and its registered business address is Sandakerveien 114 A, 0484, Oslo. Crayon has the following subsidiaries:

(i) Crayon A/S, registration number 26 83 26 84, with its registered business address at Hørskætten 16, Klovtofte, 2630 Taastrup, Denmark.
(ii) Crayon AB, registration number 556635-9799, with its registered business address at Landsvagen 50, 172 63 Sundbyberg, Stockholm, Sweden.
(iii) Crayon AS, registration number 991 124 810, with its registered business address at Sandakerveien 114 A, 0484 Oslo, Norway.
(iv) Crayon GMBH, registration number HBR-176767, with its registered business address at Bajuwarenring 1, 82041 Oberhaching, Germany
(v) Crayon OY, registration number 2096054-3, with its registered business address at Valimotie 27, 00380 Helsinki, Finland.
(vi) Lenco Systems AS, registration number 891 894 872, with its registered business address at Gåsevikveien 8, 2007 Kjeller, Norway.

5.2 Corporate information

The table below shows name and domicile of the separate entities which are the subject of the Merger. Share of ownership and share of capital indirectly taken over by Inmeta, including principal activities of the respective entities, are also shown.

Subsidiary	Domicile	Ownership	Principal activity
Crayon A/S	Danmark	100.00%	Licensing and consulting
Crayon AB	Sweden	100.00%	Licensing, education and consulting
Crayon AS	Norway	100.00%	Licensing, education and consulting
Crayon GMBH	Germany	74.00%	Licensing and

consulting
Crayon OY	Finland	100.00%	Licensing and consulting
Lenco Systems	Norway	51.00%	Security solutions

Crayon GMBH is joint venture company in which Crayon is the majority stakeholder. The table below sets out the name and ownership of the shareholders in Crayon GMBH:

Name of shareholder	Domicile	Ownership
Crayon Group AS	Norway	74%
Manfred Seibl	Germany	16%
Norbert Dippold	Germany	10%

The table below sets out the name of the directors and key management of the Crayon Group:

	Directors	Key management
Crayon Group AS:	Jens Rugseth, Claes Martin Falkevall, Tommy Valther Hansen, Svein Erik Haaland	Jens Rugseth (working chairman), Rune Syversen (CEO), Bente Lisberg (COO), Siri Gyrre (CFO)
Crayon A/S:	Jens Rugseth, Rune Syversen, Charlotte Schnack	Charlotte Schnack (CEO), Kristian Nørætt
Crayon AB:	Jens Rugseth, Rune Syversen, Thomas Bylund	Tomas Bylund (CEO), Jessica Ahonen
Crayon AS:	Jens Rugseth, Rune Syversen, Siri Gyrre	Rune Syversen (working chairman), Bente Liberg (COO), Anders Johansen, Ann-Cathrin Nyberg, Mads Borge, Geir E. Hansen. Siri Gyrre (CFO), Tor Ødegaard, Ger Øyvind Gulliksen
Crayon GMBH	N/A	Manfred Seibl (CEO)
Crayon OY	Rune Syversen, Thomas Bylund, Mika Helaskoski	Mika Helaskoski (CEO), Mari Alho, Christa Weckman

Crayon with its consolidated subsidiaries comprises about 250 employees that will be transferred to Inmeta upon Completion of the Merger.

5.3 Business overview

5.3.1 Overview

Crayon's main business idea is that the company with its high level of competence, significant add-on values and business understanding can help customers make the right long term solutions and investments, based on each customer's individual needs. Crayon AS has three business areas: Licensing, consulting and education.

5.3.2 Licensing

Crayon AS is Microsoft’s largest reseller in the Norwegian market, by revenue. The company has the authorisations ESA, DLAR, AER, SAM and CPLS, and is a Microsoft Gold Certified Partner within several business areas. The company handles large customers with a complex license portfolio and advice customers on issues related to compliance and assisting on the commercial part. Besides from Microsoft, the company also sells licenses from other software manufactures such as Citrix, Oracle, Adobe, Symantec and Super Office. Crayon AS also offers advice and sells solutions with software asset management, and by this contributing to increased license control and reduced cost/investment.

Crayon AS is certified by the different software producers to safeguard the regulations that apply for the respective producers. The central focus is within the licensing of Software Asset Management (SAM). SAM is a term used on processes, methods and tools which contribute to gain the value of the customer’s license- and software management. The objective of SAM is to increase the value of the customer’s IT-solutions, reduce costs, limit business and legal risk factors and increase the information security. Crayon offers experience and expertise in this field of business.

Consulting

Crayon AS offers consulting services, mainly to large customers in Norway. Its main focus is Microsoft products. The company has strong experience and has long term relationships and contracts with several large accounts.

Crayon AS offers consultants with documented competence and wide experience with design, implementation and operation of IT-solutions. The aim is to help the customers obtain a maximum return of investment on their software purchases. This is achieved through assistance in implementation processes, and by transferring necessary competence to the customer’s own organization.

Education

Crayon AS offers a large amount of classes and certifications within its field of business. The company has approximately 25 active and certified instructors.

Crayon AB, Sweden, operates in the same three areas as Crayon AS, but is focusing on licensing and consulting. The company has obtained a strong position in the Swedish market.

Crayon A/S, Denmark, was established in 2006/2007 and is still in the phase of establishing and expanding its business, but the company is showing significant increase in sales as well as results. The company focuses on licensing and consulting.

Crayon OY, Finland, was established in 2007, and is still in the phase of establishing and expanding its business, but the company is showing significant increase in sales as well as results. The company focuses on licensing and consulting.

Crayon GmbH, Germany, was established in 2008, and is still in the phase and expanding its business. The company focuses on licensing and consulting. The company has not yet been profitable.

Vision, mission and values

Vision: Take the number 1 position in Europe as the customer’s strategic Microsoft advisor for investments and deployment.

Mission: Ensure unmatched TCO for Crayons' customer's software investments and secure their ROI on deployment of new technology.

Every aspect of the Crayon's business should be based on the following values:

Mutual trust and respect
Customer focus
Innovation
Achievement
Quality, reliability and safety
Social responsibility

5.3.3 Employees

As of September 30, 2010, the Crayon Group had 250 employees. The table below reflects a breakdown of the geographic location of the Crayon Group's employees as of September 30, 2010.

Location	As of September 30, 2010
	Number of employees	Percentage of total employees
Norway	169	68
Sweden	31	12
Denmark	20	8
Finland	17	7
Germany	13	5
Total	250	100

5.4 Material contracts

Other than the Merger and the contracts described below, neither Crayon nor any member of the Crayon Group has entered into any material contracts outside the ordinary course of business for the two years immediately preceding the date of this Document, and no member of the Crayon Group has entered into any contracts containing obligations or entitlements that are, or may be, material to the Crayon Group as of the date of this Document.

5.5 Selected financial information

The financial information contained in this Document relating to Crayon has been derived from Crayon's audited consolidated financial statements as of and for the years ended December 31, 2009, 2008 and 2007 and from Crayon's unaudited condensed consolidated financial statements as of, and for the nine months ended September 30, 2010 and 2009, which have been prepared on a basis consistent with NGAAP.

The following tables present selected financial information for Crayon as of, and for the years ended, December 31, 2009, 2008 and 2007, and as of, and for the nine months ended, 30 September 2010 and 2009:

Unaudited condensed statement of operations

	Nine months ended September 30		Year ended December 31
NOK million	2010	2009	2009	2008	2007
Revenues	605	410	654	579	370
Operating income (expense)	21	10	-18	20	9
EBITDA	24	8	-14	22	9
Income (loss) before taxes	21	9	-18	29	9
Net income (loss)	15	9	-17	23	6
Minority interests	-	-	-	-	-
Attributable to the acquirer	15	9	-17	23	6

Unaudited condensed statement of financial position

	As of September 30		As of December 31
NOK million	2010	2009	2009	2008	2007
Current assets	159	108	217	184	150
Property, plant and equipment	5	6	6	4	2
Other non-current assets	19	11	22	9	8
Total assets	183	125	245	197	160
Current liabilities	117	74	192	123	121
Debt related parties	-	-	-	-	-
Debt other	1	4	2	7	9
Other long-term liabilities	-	-	-	-
Total liabilities	118	78	194	130	130
Non-controlling interests	-	1	1	-	-
Majority equity	65	46	50	67	30
Total equity	65	47	51	67	30

EBITDA is calculated as Operating income (expense) plus Depreciation and amortization.

Key financial information split by company

The following financial information represents key figures for each of the main individual entities/assets within the Crayon Group.

	Nine months ended September 30		Year ended December 31
NOK million	2010	2009	2009	2008	2007
Revenues
Crayon A/S:	59	39	52	48	11
Crayon AB:	160	102	170	149	100

Crayon AS:	323	227	350	364	257
Crayon GMBH	9	-	2	-	-
Crayon OY	54	43	80	18	2
Total	605	410	654	579	370
EBITDA
Crayon A/S:	-1	-5	-8	-6	-4
Crayon AB:	-3	-2	1	5	4
Crayon AS:	26	2	7	29	12
Crayon GMBH	-6	-	-10	-	-
Crayon OY	1	-3	-4	-6	-3
Total	24	-8	-14	22	9

5.6 No significant change

To Inmeta’s knowledge, no significant changes have occurred in the Crayon Group’s financial and/or trading position since September 30, 2010 to the date of this Document, for which either audited financial information or interim financial information have been published.

5.7 Trend information

As Crayon operates in similar markets to those in which the Inmeta Group operates, to the Company’s knowledge, Crayon is affected by the same significant trends which affect the Inmeta Group’s business. Other than the trends described in Section 7.4 (Inmeta financial information—Liquidity and capital resources—Trend information), to the Company’s knowledge, Crayon has not experienced any significant trends since September 30, 2010 to the date of this Document, which are likely to have a material effect on Crayon’s prospects in 2010.

5.8 Legal proceedings

Crayon and its subsidiaries has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Crayon Group is aware), during the last twelve months which may have, or have had in the recent past, significant effect on the financial position or profitability of the Crayon Group.

INFORMATION REGARDING INMETA CRAYON AFTER THE MERGER

6.1 Overview

The name of the Merged Company will be Inmeta Crayon ASA. Inmeta's existing shareholders will own 47 per cent of the Merged Company whilst Crayon's existing shareholders will own 53 per cent of the Merged Company.

The Merged Company will become Norway's largest license partner and will obtain an important position as one of the ten largest Microsoft-license partners in Europe. The Merged Company will have of approximately 450 employees spread in Norway, Sweden, Denmark, Finland and Germany.

6.2 Strategy

Inmeta Crayon will follow a strategy aimed at leadership within license life cycle management and selected areas of consulting that adds value to customers' investment in IT.

Inmeta Crayon will progress this strategy actively. The company will be the second largest participant in the Nordic countries within the licensing area. In addition, the Merged Company will be a major supplier of consulting within selected services.

Inmeta Crayon's strategic plans will be firmly anchored in its industrial orientation and its commitment to growth and profitability. As part of the integration process, the Merged Company will harmonize current strategies in order to reflect the new opportunities and competitive edge.

6.3 Legal structure after the Merger

Upon completion of the Merger, all the assets, rights and obligations of Crayon, will be transferred to Inmeta.

The following chart depicts the Merged Company's high level structure after completion of the Merger:

6.4 Executive management

The current CEO of Inmeta, Jarl Øverby will continue as CEO of the Merged Company. Crayon’s current managing director, Rune Syversen, becomes Vice President and director of the license business area. Crayon’s current chairman of the board of directors, Jens Rugseth, becomes Vice President and director of internationalization and strategy.

6.5 Board of directors

Pursuant to the Merger Plan, existing shareholders in Inmeta and Crayon shall appoint two members of board directors in the Merged Company each. These four directors shall constitute the whole board effective from Completion of the Merger. The new Board shall appoint its own Chairman among the board members.

6.6 The Merger’s significance for the earnings, assets and liabilities of the Combined Group

The Merger will have a significant effect on key figures compared to Inmeta before the Merger. With reference to the pro forma financial information in Section 8.2, the combined entity would have had total revenues of NOK 1,098 million in 2009. For the first nine months of 2010, the combined entity would have reported total revenues of NOK 860 million and an EBITDA of NOK 43 million. Total assets for the combined entity would have amounted to NOK 574 million as of September 30, 2010 and the net cash position would have been NOK 45 million.

For a further description of the Merger’s significance for the earnings, assets and liabilities of the Combined Group, please see Section 8 (Unaudited pro forma financial information) below. The pro forma financial information in Section 8 addresses a hypothetical situation and does not represent the actual financial statements of the Merged Company. The pro forma financial information is based on judgments and assumptions made by the management of Inmeta and Crayon that might not necessarily have occurred had the Merger been made at an earlier time.

For additional information about the Mergers significance, e.g. strategy, legal structure of the Merged Company and number of employees, please see Section 3.2 (Background and the reason for the Merger) and Section 6.1 to 6.5 above.

7 INMETA FINANCIAL INFORMATION

7.1 Historical financial information and summary of accounting policies

The Company's historical consolidated financial statements were prepared in accordance with IFRS.

The Company's audited consolidated financial statements as of, and for the years ended, December 31, 2009, 2008 and 2007, including an overview of the Company's accounting policies, explanatory notes and auditor's statements, are incorporated by reference hereto, see Section 9.3 (Additional information-Incorporation by reference) below.

Svindal Leidland Myhrer & CO AS audited the Company's consolidated financial statements as of, and for the years ended, December 31, 2009, 2008 and 2007, without any qualifications or disclaimers.

There is no other information in the Document, which has been audited by the auditors.

The Company's unaudited condensed consolidated financial statements as of, and for the nine months, ended September, 30 2010 and 2009 are incorporated by reference hereto. See Section 9.3 (Additional information-Incorporation by reference) below.

7.2 No significant change

There has not been any significant change to the Company's or the Inmeta Group's financial or trading position since September 30, 2010 to the date of this Document, except for those related to the Merger, which are described in this Document.

7.3 Inmeta selected financial information

The following tables present selected financial information for Inmeta as of, and for the years ended, December 31, 2009, 2008 and 2007, and as of, and for the nine months ended, September 30, 2010 and 2009, which has been derived from the Company's audited consolidated financial statements as of and for the years ended December 31, 2009, 2008 and 2007, and from the Company's unaudited condensed consolidated financial statements as of, and for the nine months ended, September 30, 2010 and 2009.

This Inmeta selected financial information should be read together with the Sections entitled "Presentation of financial information", the Company's consolidated financial statements and the related notes thereto, and other financial information included elsewhere in this Document.

Inmeta condensed consolidated statement of income

	Three months ended September 30 (Unaudited)		Nine months months ended September 30 (Unaudited)		Year ended December 31 (Audited)
NOK million (except per Share data)	2010	2009	2010	2009	2009	2008	2007
Revenue	82.9	76.6	247.8	284.2	444.2	401.6	295.9
Share of profit (loss) in equity accounted investments	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Other income, net	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total revenue and income	82.9	76.6	247.8	284.2	444.2	401.6	295.9

Depreciation, amortization and impairment	0.9	0.5	2.0	2.0	2.5	5.2	1.6
Other expenses	78.8	71.8	228.2	263.1	404.4	379.0	275.7
Total expenses	79.7	72.3	230.2	265.0	406.9	384.2	277.3
Earnings before financial items and tax (EBIT)	3.1	4.3	17.7	19.2	37.3	17.4	18.6
---	---	---	---	---	---	---	---
Financial income (expense), net	0.1	0.0	6.0	0.0	0.1	0.3	-0.6
Income (loss) before tax	3.2	4.3	23.7	19.2	37.4	17.7	18.1
Income taxes	0.9	1.2	6.6	5.4	10.6	5.4	5.0
Income (loss) from continuing operations	2.4	3.1	17.1	13.8	26.9	12.3	13.1
Income (loss) from discontinued operations	0	0	0.0	0.0	0.0	0.0	0.0
Conversion differences	0.0	0.0	0.1	0.1	0.1	0.0	0.0
Net income (loss)	2.4	3.1	17.2	13.9	26.9	12.3	13.1
---	---	---	---	---	---	---	---
Net income (loss) attributable to minority interests	0.0	0.0	0.0	0.0	0.0	0.3	0.1
Net income (loss) attributable to Inmeta shareholders	2.4	3.1	17.2	13.9	26.9	12.0	13.0
Basic and diluted earnings per share from continuing operations (in NOK)	0.04	0.05	0.26	0.21	0.41	0.24	0.32
Basic and diluted earnings per share from discontinued operations (in NOK)	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Basic and diluted earnings per share attributable to Inmeta shareholders (in NOK)	0.04	0.05	0.26	0.21	0.41	0.24	0.32
Weighted average number of outstanding Shares (million)	65.1	65.1	65.1	65.1	65.1	50.0	40.3

Inmeta condensed consolidated statement of financial position

| NOK million, except number of Shares | As of September 30
(Unaudited) | | As of December 31
(Audited) | | |
| --- | --- | --- | --- | --- | --- |
| | 2010 | 2009 | 2009 | 2008 | 2007 |
| Assets | | | | | |
| Cash and cash equivalents | 22.7 | 52.1 | 45.6 | 43.6 | 18.3 |
| Short-term investments | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Receivables and other current assets | 89.2 | 61.9 | 128.5 | 124.0 | 102.9 |
| Inventories | 0.4 | 0.7 | 0.4 | 0.4 | 0.6 |
| Total current assets | 112.2 | 114.8 | 174.4 | 167.9 | 121.8 |

Asset held for sale, discontinued operations 0.0 0.0 0.0 0.0 0.0

Property, plant and equipment 4.2 4.1 3.7 5.3 10.4

Other non-current assets 208.1 159.0 160.0 149.5 44.0

Total non-current assets 121.4 163.1 163.7 154.8 54.4

Total assets 324.6 277.9 338.1 322.7 176.2

Liabilities and equity

Bank loans and other interest-bearing short-term debt -0.7 5.2 3.2 2.6 5.2

Other current liabilities 86.6 94.0 146.9 143.1 94.3

Total current liabilities 85.8 99.2 150.1 145.6 99.6

Liabilities included in disposal groups, discontinued operations 0.0 0.0 0.0 0.0 0.0

Long-term debt 42.6 9.2 8.1 12.1 8.0

Other long-term liabilities 0.1 2.3 2.0 1.8 1.7

Deferred tax liabilities 0.0 0.0 0.0 0.0 0.0

Total non-current liabilities 42.8 11.5 10.1 13.9 9.7

Total liabilities 128.6 110.7 160.2 159.6 109.3

Equity attributable to Inmeta shareholders 194.5 167.2 178.0 162.1 66.1

Minority interest 1.5 0.0 0.0 1.1 0.9

Total equity 196.0 167.2 178.0 163.2 66.9

Total liabilities and equity 324.6 277.9 338.1 322.7 176.2

Total number of outstanding Shares (million) 65.1 65.1 65.1 50.0 41.9

Inmeta condensed consolidated statement of cash flow

	Three months ended September 30 (Unaudited)		Nine months ended September 30 (Unaudited)		As of December 31 (Audited)
NOK million	2010	2009	2010	2009	2009	2008
Operating activities:
Net income (loss)	2.4	3.1	17.2	13.9	26.9	12.3
Net (income) loss from discontinued operations	0.0	0.0	0.0	0.0	0.0	0.0
Depreciation, amortization and impairment	0.9	0.5	2.0	2.0	2.5	2.4
		40

Other adjustments	2.0	19.3	-3.4	13.5	0.6	13.2	1.5
Net cash provided by operating activities	5.3	22.9	15.8	29.3	30.0	27.8	16.2
Investing activities:
Purchases of property, plant and equipment	0.2	-0.1	-0.1	-0.8	-0.9	-2.1	-23.4
Purchases of other long-term investments	-55.9	-9.6	-56.4	-10.6	-11.5	104.5	-5.9
Purchases of short-term investments	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Proceeds from sales of property, plant and equipment	0.4	0.0	0.4	0.0	0.0	1.2	0.0
Proceeds from sales of other long-term investments	2.2	0.0	2.2	0.0	0.0	0.0	0.0
Proceeds from sales of short-term investments	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Net cash used in investing activities	-53.2	-9.6	-54.0	-11.4	-12.3	105.4	-29.3
Financing activities:
Loan proceeds	38.8	2.6	38.8	2.6	0.6	7.9	11.2
Principal repayments	-3.2	-0.4	-18.2	-2.9	-3.9	-6.3	-1.3
Cash in companies in/out of Group	0.0	2.1	4.8	2.1	2.1	16.2	0.0
Change in subsidiaries	0.0	0.0	0.0	0.0	0.0	1.8	5.1
Purchases of shares	5.4	1.0	-1.1	-4.9	-8.2	-0.7
Proceeds from shares issued	0.0	0.0	0.0	0.0	0.0	92.4	17.8
Dividends paid	0.0	0.0	-9.1	-6.3	-6.3	-8.5	-5.8
Net cash provided by (used in) financing activities	41.0	5.3	15.2	-9.4	-15.6	102.8	27.0
Foreign currency effects on cash and bank overdraft	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Net cash provided by discontinued operations	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Net decrease in cash, cash equivalents and bank overdraft	-6.9	18.5	-23.0	8.6	2.1	25.3	13.8
Cash, cash equivalents and bank overdraft reclassified to assets held for sale	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Cash, cash equivalents and bank overdraft at beginning of period	29.6	33.6	45.6	43.6	43.6	18.3	4.5
Cash, cash equivalents and bank overdraft at end of period	22.7	52.1	22.7	52.1	45.6	43.6	18.3

7.4 Liquidity and capital resources

The table below includes information on Inmeta's liquidity and debt for the years indicated.

Liquidity and financial position	As of September 30 (Unaudited)		As of December 31 (Audited)
	2010	2009	2009	2008	2007
NOK million,
Net cash provided by operating activities	15.8	29.3	30.0	27.8	16.2
Cash and cash equivalents	22.7	52.1	45.6	43.6	18.3
Short-term Investments	0.0	0.0	0.0	0.0	0.0
Liquid assets	22.7	52.1	45.6	43.6	18.3
Banks loans and other interest-bearing short-term debt	-0.7	5.2	3.2	2.6	5.2
Long-term debt	42.6	9.2	8.1	12.1	8.0
Net interest bearing (debt) assets	-20.7	48.2	40.7	34.0	15.5

7.4.1 Financing arrangements

Short-term financing

Amounts in NOK million	Weighted average interest rate 2009	2009	2008	2007
Banks loans and overdraft facilities		3.2	2.6	5.2
Other interest-bearing short-term debt
Current portion of long-term debt	4.36	4.1
Bank loans and other interest-bearing short-term debt		7.3	2.6	5.2

Long-term financing

Long-term debt payable in various currencies	Weighted average interest rate	Denominated amount	Balance in NOK
Amounts in million		2009	2009	2008	2007
SEK	n/a	0	0	0	0
DKR	n/a	0	0	0	0
EUR	n/a	0	0	0	0
Total unsecured bank loans		0	0	0	0
Finance lease obligations		0	0	0	0
Mortgage loans		0	0	0	0
Other long-term debt	5.01	8.1	8.1	12.1	8.0
Outstanding debt		8.1	8.1	12.1	8.0
Less: Current portion	4.36	4.1	4.1
Total long-term debt		4.0	4.0	12.1	8.0

With regard to the loans to Inmeta in Nordea Bank ASA (in total NOK 38.8 million), these were entered into during 2010, and are repaid in quarterly instalments. The loans are for 5 years in accordance with the framework agreement Inmeta has entered into with Nordea. The final instalment will be paid in April 2015. Inmeta also has a loan in DnB NOR Bank ASA (NOK 3.8 million) with final maturity at October 31, 2012.

Type of debt facility	Lender	Facility amount (NOK million)	Final Maturity
Facility for acquisitions	DnB NOR bank ASA	3.8	31.10.2012
Facility for acquisitions	Nordea Bank Norge ASA	15.0	28.04.2015
Facility for acquisitions	Nordea Bank Norge ASA	23.8	28.04.2015


Inmeta ASA has per April 2010 established a facility for acquisitions in Nordea Bank Norge ASA at a total of 50 NOK million. Per September 2010 the loan in Nordea Bank Norge ASA is at 38.8 NOK million and thus there is 11.2 NOK million of this facility not utilised

Key figures normally referred to in the Company's annual report

Inmeta Group
KEY FIGURES - IFRS	2009	2008	2007

RESULT
Operating revenue	444 221	401 632	295 931
EBITDA	39 805	22 635	20 205
EBITDA%	9.0%	5.6%	6.8%
EBIT	37 322	17 394	18 617
EBIT%	8.4%	4.3%	6.3%
Profit after tax	26 872	12 257	13 087
EPS	0.41	0.24	0.32

CAPITAL STRUCTURE
Total balance	338 139	322 731	176 200
Equity	177 959	163 174	66 931
Equity ratio	52.6%	50.6%	38.0%
Return on equity	21.9%	10.7%	24.1%
Net interest bearing debt	11 297	14 674	13 266
Interest coverage ratio	33.8	11.2	26.9

Treasury and funding policies

The Company is generally funded from its operational cash flows and has a conservative approach to external debt financing. Inmeta's last two acquisitions (Visiti/Esito and Osiris) have been partly debt financed to secure flexibility for future strategic opportunities that may arise, in addition to obtaining a more optimal capital structure in general.

Liquidity management and funding

The Company has a Group account structure in Nordea. At the end of Q3 2010, Inmeta had cash and cash equivalents of 22.7 mNOK and total interest bearing debt of 42.6 mNOK. In addition, the Company has an unutilized credit facility of 30 mNOK. Inmeta’s cash flow from operations was 15.8 mNOK per Q3 2010. Inmeta naturally experiences some seasonal variations in liquidity due to seasonality within licensing sales. August is usually the low point for liquidity, but the Company has had cash positive operations also in this month in recent years.

Funding of subsidiaries, associates and jointly controlled entities

All subsidiaries in Inmeta generate positive operational cash flows and are self financing. The Group account structure in Nordea does however provide a buffer and secures sufficient liquidity for each of the subsidiaries.

Shareholder return

Shareholder return consists of dividends and share price development. Over time value creation should be reflected to a greater extent by share price development than through dividends. Inmeta places emphasis on paying a competitive dividend every year. Adjustments may be made in order to maintain sufficient financial resources for future growth and the Company’s capacity to pay dividends, for instance. Share buybacks or extraordinary dividends may be used to supplement ordinary dividends during periods of strong financials, due consideration being given to capital requirements for future growth. The total dividend payout reflects Inmeta’s goal to give its shareholders a competitive return, benchmarked against alternative investments in comparable companies.

7.4.2 Trend information

The Company has not experienced any changes or trends that are significant to the Company after 30 September 2010 and the date of this Memorandum. Inmeta experiences some seasonal variations within licensing sales which are highest in June and December. However, Inmeta’s increased focus on consulting has contributed to more stability in sales and profitability intra-year.

7.4.3 Working capital

In the opinion of the Company, the Merged Company has sufficient working capital for its present requirements, that is, for at least the 12 months following the date of publication of this Document.

8 UNAUDITED PRO FORMA FINANCIAL INFORMATION

8.1 General information and purpose of the unaudited pro forma financial information

The unaudited pro forma financial information has been prepared to give effect to the agreed Merger whereby Crayon and its subsidiaries will be transferred to Inmeta. The unaudited pro forma financial information presented herein has been prepared on the assumption that the Merger was consummated on January 1, 2009, for purposes of the income statement for the year 2009, on January 1, 2010, for purposes of the income statement for the nine months ended September 30, 2010 and on September 30, 2010 for the purposes of the statements of financial position. Such unaudited pro forma financial information has been based on certain other assumptions that would not necessarily have applied had Inmeta and Crayon been merged as of such dates. For this purpose, the financial figures for Crayon has been redefined and re-classified according to IFRS to reflect the same accounting principles as Inmeta. The Merger will for accounting purposes be considered as a reverse acquisition, meaning that although Inmeta is the surviving legal entity, Inmeta will for accounting purposes be considered as the acquired company. Inmeta's assets and obligations will therefore be recognized at fair value in the balance sheet of the Merged Company.

The information is prepared for illustrative purposes only and describes a hypothetical situation. It does not purport to present what Inmeta's results of operations and financial position would actually have been had the Merger been effected on the dates presented. The unaudited pro forma financial information therefore does not reflect the Combined Group's actual financial position and results. The unaudited pro forma financial information must not be considered final or complete as they may be amended in future publications of the unaudited pro forma condensed information.

The unaudited pro forma financial information does not include all of the information required for financial statements under IFRS and should be read in conjunction with the consolidated financial statements of Inmeta as of and for the year ended December 31, 2009 and the unaudited consolidated financial statements for the period ended September 30, 2010. See Section 7 (Inmeta financial information). Further, the financial information should be read in conjunction with the audited financial statements of Crayon as of the year ended December 31, 2009 and the unaudited financial information for Crayon included in Section 5.5 (Description of Crayon-Selected financial information).

The unaudited pro forma financial information does not represent the actual combination of the financial statements of Inmeta and Crayon in accordance with IFRS, since certain simplifications and uncertain estimates and assumptions have been made as set out below.

8.2 Unaudited pro forma financial information

The unaudited pro forma statements of income for the nine months ended September 30, 2010 and for the financial year ended December 31, 2009, and statements of financial position as of September 30, 2010 for the Merged Company, are set out below.

As a result of rounding differences, numbers may not add up to the total.

Currency exchange rates used in Inmeta's consolidated financial statements are as follows:

Statement of income for year ended December 31, 2009, (2009 annual average rate) SEK 0.81

Statement of income for quarter ended September 30, 2010, (first quarter 2010 average rate)

SEK Q1: 0.81, SEK Q2: 0.83, SEK Q3: 0.85

Statement of financial position as of September 30, 2010 (quarter-end rate) SEK 0.85

Unaudited pro forma statement of financial position as of September 30, 2010

NOK million	Inmeta	Crayon	Pro forma adjustments	Pro forma Inmeta after Merger
Cash and cash equivalents	23	66		89
Short-term investments		-
Receivables and other current assets	89	93		185
Inventories		-
Total current assets	112	159		271
Property, plant and equipment	4	5		9
Other non current assets		19		19
Total non-current assets	4	24		28
Concessions	3			3
Intangible assets	11		79	90
Goodwill^{1}	194		12	206
Total intangible assets	208		91	299
Total assets	325	183	91	599

1 Total goodwill and intangible assets:
(a) total goodwill and intangible assets pre deferred tax MNOK 271.0
(b) allocation of (a) according to benchmark:
(b.1) customer related intangible assets MNOK 89.8 (33.1%)
(b.2) goodwill (=residual) pre deferred tax MNOK 181.2 (66.9%)
(c) total allocated (b.1 + b.2) MNOK 271.0 (100.0%)
(d) deferred tax on allocated intangible assets (b.1 x 28%) MNOK 25.1
(e) goodwill (=residual) post deferred tax (b.2 + d) MNOK 206.4
(f) total goodwill and intangible assets post deferred tax (b.1 + e) MNOK 296.1

Unaudited pro forma statement of financial position as of September 30, 2010

NOK million	Inmeta	Crayon	Pro forma adjustments	Pro forma Inmeta after Merger
Bank loans and other interest bearing short term debt		-
Other current liabilities	86	117		203
Total current liabilities	86	117		203
Long-term debt		1		1
Other long-term liabilities	43	-		43
Deferred tax liabilities		-	25	25
Total non-current liabilities	43	1	25	69
Minority interests	2	1		3
Equity attributable to Inmeta shareholders	194	65	66	324
Total liability and equity	325	183	91	599

Unaudited pro forma statements of income for the year ended December 31, 2009

NOK million	Inmeta	Crayon	Pro forma adjustments	Pro forma Inmeta after Merger
Revenue	444	654		1098
Share of the profit (loss) in equity accounted investments		-
Other income, net		-
Total revenue and income	444	654		1098
Depreciation, amortization and impairment	2	4	9	15
Other expenses	404	668	10	1082
Total expenses	406	672	19	1097
Earnings before financial items and tax (EBIT)	37	-18	-19	1
Financial income (expense), net		-
Income (loss) before tax	37	-18	-19	1
Income taxes	10	-1	-5	4
Net income (loss)	27	-17	-14	-4

Unaudited pro forma statements of income for the nine months ended September 30 2010

NOK million	Inmeta	Crayon	Pro forma adjustments	Pro forma Inmeta after Merger
Revenue	248	605		853
Share of the profit (loss) in equity accounted investments		-
Other income, net		-
Total revenue and income	248	605		853
Depreciation, amortization and impairment	2	3	7	12
Other expenses	228	581	10	819
Total expenses	230	584	17	831
Earnings before financial items and tax (EBIT)	18	21	-17	22
Financial income (expense), net	6	-		6
Income (loss) before tax	24	21	-17	28
Income taxes	7	6	-5	8
Net income (loss)	17	15	-12	20

8.3 Description of the pro forma adjustments

The unaudited pro forma financial information is prepared on the basis of the IFRS accounting principles applied by Inmeta. For this purpose, the financial figures for Crayon has been redefined and re-classified according to IFRS to reflect the same accounting principles as Inmeta, and no significant differences between the accounting principles applied by Crayon and those adopted by Inmeta have been identified and adjusted in the preparation of the unaudited pro forma financial information.

There has been conducted a preliminary purchase price allocation (PPA) and this has been adjusted for in the proforma balances as of September 30, 2010. The proforma adjustment included above relates to an increase in intangible assets, goodwill and deferred tax of, in aggregate, NOK 91.1 million.

The Proforma Inmeta statement of financial position after the Merger as of 30 September 2010 was prepared as a reverse acquisition, in compliance with IFRS 3 B15 - B27. A reverse acquisition occurs when the entity that issues securities (the legal acquirer) is identified as the acquirer for accounting purposes. The merger between Inmeta ASA and Crayon Group AS is classified as a reverse acquisition, i.e. the business combination shall be accounted for by assuming Crayon Group AS being the acquirer and Inmeta ASA the acquire.

Notes to the pro forma adjustment with respect to depreciation and transaction costs in the pro forma statements of income

The adjustments in the 2009 figures are conducted as if the transaction was completed by January 1, 2009. For the purpose of this, the intangible assets are depreciated over a period of 10 years according to expected length of the contracts. Intangible assets are estimated to NOK 89.8 million, thus the depreciation will be NOK 8.98 million for a full year. Transaction costs for both companies are estimated to NOK 10 million. The implied tax effects are adjusted accordingly.

The adjustments in the 2010 figures are conducted as if the transaction was completed by January 1, 2010. The same principles and costs as for the 2009 adjustments are followed, but depreciations for 9 months only, due to the fact that the statement of income is for YTD ending September 30, 2010.

Notes to the proforma adjustment with respect to intangible assets and goodwill

The Customer related intangible assets, i.e. contractual and non-contractual customer relationships, were identified as the one crucial group of intangible assets to be recognised in the balance sheet in compliance with IFRS 3, in addition to concessions which was recognised equal to the pre Merger carrying amount. Certain other potential intangible assets were considered but assumed immaterial. Consequently, the remaining of the excess value is recognized as goodwill and comprise among others employees, trade names, relationships with software vendors, training programs.

Notes to the proforma adjustment with respect to deferred tax

The acquisition of Inmeta was accounted for in compliance with IFRS 3. In total, NOKm 89.8 was allocated to intangible assets. According to IAS 12 (Income Taxes), a deferred tax of 28 % has to be recognized as a liability. The same amount is added to the residual goodwill.

Notes to the proforma adjustment with respect to equity attributable to Inmeta shareholders

The increase in equity attributable to Inmeta shareholders has been calculated as the difference between market value of the Shares and book value of equity as at September 30, 2010, as follows: Share value of Inmeta ASA as at September 30, 2010 (65,119,903 shares X NOK 4) being NOK 260,480,000, book value, equity Inmeta ASA on a consolidated basis as at September 30, 2010, being NOK 194,455,000, resulting in increase in equity attributable to Inmeta shareholders at September 30, 2010, of NOK 66,025,000, reflecting the market value of Inmeta ASA pre deferred tax.

8.4 Auditor's assurance report on the unaudited pro forma financial information

Svindal Leidland Myhrer & Co AS Statsautoriserte revisorer's assurance report on the unaudited pro forma financial information provided in Section 8.2 (Unaudited pro forma financial information–Unaudited pro forma financial information) is attached as Appendix 1 to this Document.

9 ADDITIONAL INFORMATION

9.1 Documents on display

Copies of the following documents will, during a period of 12 months following the publication of this Document, be available for inspection at any time during normal business hours on any business day free of charge at the Company's registered office:

the Company's Articles of Association;
the Company's Certificate of Registration;
the Company's audited consolidated financial statements as of, and for the years ended, December 31, 2009, 2008 and 2007, and the Company's unaudited condensed consolidated financial statements as of, and for the nine months ended, September 30 2010 and 2009;
historical financial information for the Company's significant subsidiaries;
the Merger Plan;
independent expert opinion for Crayon in connection with the Merger;
independent expert opinion for Inmeta in connection with the Merger;
report from the board of directors of Crayon regarding the Merger;
report from the board of directors of Inmeta regarding the Merger; and
this Document, including appendices.

9.2 Confirmation regarding sources

This Document contains certain industry and market data, including data relating to markets, market size and market share, relevant to the markets in which Inmeta operates. Information in this Document that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and able to ascertain, from information published by the relevant third party. The Company has not omitted any facts which would render the reproduced information inaccurate or misleading. The source of the third party information is identified where used.

Where the Company has not indicated the source of the industry or market data included in this Document, the information is based on the Company's knowledge and internal surveys as well as the Company's own estimates based on reports and studies, market research, publicly available information and industry publications.

9.3 Incorporation by reference

The information incorporated by reference in this Document shall be read in connection with the cross-reference list as set out in the table below. Except as provided in this Section, no other information is incorporated by reference into this Document.

The Company incorporates the audited consolidated financial statements as of, and for the years ended, December 31, 2009, 2008 and 2007, and the unaudited condensed consolidated financial statements as of, and for the nine months ended, 31 September 30, 2010 and 2009, and the Merger Plan.

Section in this Document	Disclosure requirements of the Document	Reference document and link
Section 7	Audited historical financial information
(Annex I, Section 20.1)	Inmeta – Consolidated Annual Report 2009:
http://www.newsweb.no/newsweb/attachment.do?name=Arsrapport 2009.pdf&attId=76090	11-14
		Inmeta – Consolidated Annual Report 2008:
http://www.newsweb.no/newsweb/attachment.do?name=Aarsrapport 2008.pdf&attId=65072	11-14
		Inmeta – Consolidated Annual Report 2007:
http://www.newsweb.no/newsweb/attachment.do?name=Aarsrapport 2007.pdf&attId=53855	10-13
Section 7.1	Audit report
(Annex I, Section 20.1)	Inmeta – Consolidated Annual Report 2009:
http://www.newsweb.no/newsweb/attachment.do?name=Arsrapport 2009.pdf&attId=76090	43
		Inmeta – Consolidated Annual Report 2008:
http://www.newsweb.no/newsweb/attachment.do?name=Aarsrapport 2008.pdf&attId=65072	39
		Inmeta – Consolidated Annual Report 2007:
http://www.newsweb.no/newsweb/attachment.do?name=Aarsrapport 2007.pdf&attId=53855	37
Section 7.1	Accounting policies
(Annex I, Section 20.1)	Inmeta – Consolidated Annual Report 2009:
http://www.newsweb.no/newsweb/attachment.do?name=Arsrapport 2009.pdf&attId=76090	16-18
Section 7.1	Interim financial information
(Annex I, Section 20.6.1)	Inmeta – Third quarter report 2010:
http://www.newsweb.no/newsweb/attachment.do?name=3 kvartal 2010.pdf&attId=81660	6-10
Section 3.1	Merger Plan	Inmeta – Merger Plan:
http://www.newsweb.no/newsweb/attachment.do?name=Fusjonsplan Inmeta ASA og Crayon Group AS.pdf&attId=83472	1-12

² The original page number as stated in the reference document.

Section in this Document	Disclosure requirements of the Document	Reference document and link
Section 8.4	Independent expert opinion for Inmeta regarding the Merger	Inmeta – Expert opinion:
http://www.newsweb.no/newsweb/attachment.do?name=Redegjorelse for fusjonsplanen.pdf&attId=83473
Section 3.1	Report from board of directors of Inmeta	Inmeta – Report of board of directors:
http://www.newsweb.no/newsweb/attachment.do?name=Styrets rapport om fusjon mellom Inmeta ASA og Crayon Group AS.pdf&attId=83475
Section 7	Audited historical financial information	Crayon – Consolidated Annual Report 2009:
http://www.newsweb.no/newsweb/attachment.do?name=Fusjonsplan Inmeta ASA og Crayon Group AS.pdf&attId=83472	161-184
Section 7	Audited historical financial information	Crayon – Consolidated Annual Report 2008:
http://www.newsweb.no/newsweb/attachment.do?name=Fusjonsplan Inmeta ASA og Crayon Group AS.pdf&attId=83472	135-157
Section 7	Audited historical financial information	Crayon – Consolidated Annual Report 2007:
http://www.newsweb.no/newsweb/attachment.do?name=Fusjonsplan Inmeta ASA og Crayon Group AS.pdf&attId=83472	112-13

10 DEFINITIONS

The following definitions and glossary apply in this Document unless otherwise dictated by the context, including the foregoing pages of this Document.

Articles of Association:	The articles of association of Inmeta.
Audit Committee:	The audit committee of the Company.
Board of Directors or Board:	The Board of Directors of Inmeta.
CEO:	Chief Executive Officer.
Combined Group:	The Inmeta Group and the Crayon Group.
Company:	Inmeta ASA, or Inmeta ASA and its consolidated subsidiaries, as required by the context.
Completion:	The completion of the Merger as further defined in Section [•] (Description of the Merger–Overview of the Merger–Completion).
Crayon Group:	Crayon and its consolidated subsidiaries, as required by the context.
DKK:	Danish Kroner, the lawful currency of Denmark
EGM:	An Extraordinary General Meeting of the Company to be held in respect to the Merger.
Euro or EUR:	The lawful common currency of the EU member states who have adopted the Euro as their sole national currency.
Inmeta:	Inmeta ASA, or Inmeta ASA and its consolidated subsidiaries, as required by the context.
Inmeta Group:	Inmeta ASA and its consolidated subsidiaries.
IFRS:	International Financing Reporting Standards, issued by the International Financial Reporting Interpretations Committee (IFRIC) (formerly, the "Standing Interpretations Committee" (SIC)).
ISIN:	International Securities Identification Number.
Merged Company:	Inmeta ASA after Completion (renamed Inmeta Crayon ASA)
Merger:	The merger between Inmeta ASA and Crayon Group AS, in accordance with the terms and conditions of the Merger Agreement.

Merger Plan:	The merger plan entered into between the board of directors of Inmeta and Crayon dated December 15, 2010.
Norwegian kroner or NOK:	Norwegian Kroner, the lawful currency of Norway.
Norwegian Public Limited Companies Act:	The Norwegian Public Limited Companies Act of June, 13, 1997 no. 45 ("Allmennaksjeloven").
Norwegian Securities Trading Act:	The Securities Trading Act of June 29, 2007 no. 75 ("Verdipapirhandelloven").
Oslo Stock Exchange:	Oslo Børs ASA (translated the "Oslo Stock Exchange").
SEK:	Swedish Kronor, the lawful currency of Sweden
The Document:	This Prospectus Equivalent Document dated January 17, 2011
U.S. Securities Act:	The United States Securities Act of 1933, as amended.

To the Board of Directors

SLM
STATSAUTORISERTE REVISORER

Independent Assurance Report on the Pro Forma Financial Information

In accordance with EU Regulation No 809/2004 as included in the Norwegian Securities Trading Act section 7-13, we report on the compilation of the unaudited pro forma financial information of Inmeta ASA (and subsidiaries) (“the Company”) consisting of the unaudited pro forma balance sheet of the Company as at 30 September 2010, and accompanying information and notes to the unaudited pro forma financial information, which is set out in section 8 of the Company’s Prospectus Equivalent Document, dated 17 January 2011, which is regarded as “equivalent” to that of a prospectus, pursuant to Section 7-4 no. 4 and Section 7-5 no. 5 of the Norwegian Securities Trading Act.

Our report also includes the Company’s Prospectus Equivalent Document about the proforma statements of income for the period 1 January to 30 September 2010, and for the year ended 31 December 2009. All statements and figures are prepared according to IFRS.

The pro forma financial information has been compiled on the basis described in section 8 in the Company’s Prospectus Equivalent Document, for illustrative purposes only, to provide information about how the merger of Inmeta ASA and Crayon Group AS might have affected the unaudited consolidated profit and loss for the period 1 January 2009 to 31 December 2009 and 1 January 2010 to 30 September 2010 as if the transaction was conducted by the 1 January in the respective year, and the balance sheet as at 30 September 2010. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the Company’s actual financial position or results.

The Board of Directors’ and managerial responsibility

It is the Board of Directors’ and managerial responsibility to compile the pro forma financial information in accordance with the requirements of EU Regulation No 809/2004 as included in Norwegian Securities Trading Act.

Reporting responsibility

It is our responsibility to provide the opinion required by Annex II item 7 of EU Regulation No 809/2004 as to the proper compilation of the pro forma financial information. The historic financial information for Crayon Group AS (group) and Inmeta ASA (group) for the period 1 January 2010 to 30 September 2010 is unaudited and we do not take any responsibility for this information. We are not responsible for updating any reports or opinions previously made by us for any events that occurred

SVINDAL LEIDLAND MYHRER & CO AS • MEDLEMMER AV DEN NORSKE REVISORFORENING OG IGAF • REVISORNUMMER 972 412 112

Postadresse: Postboks 273, 2001 Lillestrøm
Besøksadresse: Nittedalsgt. 20, Lillestrøm

Telefon: 63 89 77 00
Telefax: 63 89 77 77

E-post: [email protected]
Nettside: www.slm-revisjon.no

IGAF
A DIVISION OF

SLM
STATSAUTORISERTE REVISORER

subsequent to the dates of our reports on the historical financial information used in the compilation of the pro forma financial information.

Work performed

We conducted our work in accordance with Norwegian Standard on Assurance Engagements 3000, “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”. We planned and performed our work to obtain reasonable assurance that the pro forma financial information in all material respect has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company. Our work primarily consisted of comparing the unadjusted financial information with the source documents as presented in the Company’s Prospectus Equivalent Document, considering the evidence supporting the adjustments and discussing the pro forma financial information with the Management of the Company.

Opinion

In our opinion:

a) The pro forma financial information has been properly compiled on the basis stated in the Company’s Prospectus Equivalent Document; and
b) That basis is consistent with the accounting policies of the Company.

This report is issued for the sole purpose with the merger of Inmeta ASA and Crayon Group AS. This report should not be used or relied upon for any purpose other than the merger of Inmeta ASA and Crayon Group AS set out in the Company’s Prospectus Equivalent Document.

Lillestrøm, 17 January 2011
Svindal Leidland Myhrer & Co AS

IGAF

AI assistant

Crayon Group Holding — M&A Activity 2011

3573_rns_2011-01-17_14544eac-1a97-4b37-bcc1-e1e6a0bb43c0.pdf

PROSPECTUS EQUIVALENT DOCUMENT

INMETA ASA

CRAYON GROUP AS

IMPORTANT INFORMATION

No shares or other securities are being offered or sold in any jurisdiction pursuant to this Document.

Investing in the Company's shares involves risk. See Section 1 (Risk factors) below.

Presentation of financial information

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

TABLE OF CONTENTS

Appendix:

1 RISK FACTORS

1.1 Risk relating to the Merged Company and its operations

Inmeta and Crayon may not be able to renegotiate all current license certifications

Negative economic development may have material negative impact on the Merged Company's sales and profitability

The Merged Company may not be able to hold on to management and other key personnel

Risk relating to uncovered insurance

The Merged Company may lose market share due to strong competition and new competitors

The Merged Company may not be able to keep hold of key customers

Future acquisitions, mergers or strategic alliances may adversely affect the Merged Company's financial condition

Open source software

Fluctuations in foreign currency

The Merged Company may be unable to attract a sufficient number of customers

The future success of the Merged Company depends on continued growth in the market in which the Merged Company operates

Price erosion may lead to declining profits and revenues

The Merged Company may not be able to manage growth effectively

The Merged Company may be unsuccessful in entering into new markets

Delay in deliveries to customers may reduce the Merged Company's profitability

The Merged Company may be exposed to technical problems or other problems relating to the products and services being sold

The Merged Company is dependent on third parties

The Merged Company is exposed to risks associated with international operations

The Merged Company faces the risk of litigation or other proceedings in relation to its business

Interest rate risk

The Merged Company's ability to pay dividends is dependent on the availability of distributable reserves

1.2 Risk relating to the Merger

Inmeta and Crayon will incur substantial costs in connection with the Merger

Even if the Merger is completed, the Merged Company may face additional risks and challenges as a result of combining Crayon and Inmeta's existing business

1.3 Risk factors relating to the shares of the Merged Company

Exercise of voting rights for nominee shareholders

Any future share issues may have a material adverse effect on the market price of the shares in the Merged Company

Shareholders will be diluted if they are unable or unwilling to participate in future equity offerings

Certain transfer and selling restrictions may limit shareholders' ability to sell or otherwise transfer their shares in the Merged Company

Limitation of ability to make claims against the Merged Company

Enforceability of civil liabilities

2 STATEMENT OF RESPONSIBILITY

3 DESCRIPTION OF THE MERGER

3.1 Overview of the Merger

3.2 Background and the reason for the Merger

3.3 Conditions for completion of the Merger

3.4 Merger Consideration, Exchange Ratio

3.5 Lock up

3.6 Completion of the Merger, issuance and delivery of the Consideration Shares

3.7 Limitation on the right to own and transfer Shares

3.8 Interests of certain persons in the Merger

4 DESCRIPTION OF INMETA

4.1 Overview

4.2 Corporate information

4.3 Business overview

Overview of the Inmeta Group's Operations

Optimization of license investments

Software Asset Management – Software management

Consulting Services

Vision, mission and strategy

Employees

4.4 Principal markets for Inmeta

4.4.1 Licensing

4.4.2 Consulting

4.4.3 Geographical presence

4.5 Board of Directors and Management

Nomination Committee

Board of Directors

Benefits upon termination of employment

4.5.1 Board Committees

Consideration Committee

Audit Committee

Senior Executive Management

Benefits upon termination of employment

4.6 Corporate governance

Crayon Group Holding M&A Activity 2011