Itera

Remuneration Information • Mar 31, 2023

ITERA: Share and option programmes

ITERA: Share and option programmes

The board of Itera ASA has on 20 March 2023 approved the issuance a share purchase and option programme as long-term incentives for key employees in the company, in addition to a general employee share purchase programme, pursuant to a mandate given by the general meeting on May 24, 2022. Transaction date is 30 March 2023.

The extended share purchase program for has restriction on sales for a period of 3 years. The restriction period is considered to be a value-reducing element equivalent to a European put option. If the employee terminates his/her employment with the company before the end of the restriction period, the company has an option to repurchase the shares at a value corresponding to the then current market price minus the original NOK value of the value-reducing restriction period. The subscription price of NOK 9.63 per share is set at the volume weighted average for the last ten trading days (10-23 March 2023) before the subscription period of NOK 12.59 per share, less the discount value of the restriction period, which is calculated at NOK 2.96 per share. A total of 31 employees subscribed to a total of 469,768 shares.

The general employee share purchase programme has a similar structure and price, with the exception of no repurchase option by the Company in the event the employee resigns during the restriction period. A total of 85 employees subscribed for 177,941 shares.

A new share option programme of 305,000 options and a vesting period of up to four years was issued.

The exercise price for the options is NOK 12.59, which is equal to the average volume-weighted transaction price on the Oslo Stock Exchange for the period 10-23 March 2023. The exercise price is not adjusted for any dividend payments in the vesting period.

The options can be exercised at the following times:

- with up to 1/3 of the options during the period 16.03.2026-30.03.2026

- remaining options during the period 16.03.2027-30.03.2027

Options that are not exercised within the first exercise period are rolled forward to the next exercise period. The exercising of options is contingent on the employee not having terminated his/her employment at the time of exercise.

In total, Itera ASA has on 30 March 2023 sold the following number of shares:

- General employee share purchase programme: 177,941 shares

- Extended share purchase programme: 449,768 shares

- Total: 647,709 aksjer

Itera ASA’s new holding is 971,393 own shares. The total number of outstanding share options is 3,040,000.

The following primary insiders have purchased/sold shares and/or redeemed or been granted options:

CFO Bent Hammer:

- Purchase of 53,000 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 566,693 shares and 200,000 options.

Group COO Jon Erik Høgberg:

- Purchase of 53,000 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 1,197,356 shares.

COO Norway Anine Ragnif:

- Purchase of 10,000 shares with a 3-year restriction at a price of NOK 9.63 / share

- Allocation of 20,000 options.

The new holding is 60,887 shares and 200,000 options.

HR Director Mette Mowinckel:

- Purchase of 15,000 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 91,911 shares and 100,000 options.

Chief Strategy & Communication Officer Ole Morten Damlien:

- Allocation of 25,000 options.

The new holding is 100,546 shares and 125,000 options.

Siren Tønnesen, employee-elected board member

- Allocation of 20,000 options.

The new holding is 50,000 options.

Odd Khalifi, observer to the board:

- Purchase of 15,000 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 115,564 shares and 250,000 options.

Tom Kr. Foosnæs, deputy to the board:

- Purchase of 2,383 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 27,325 shares and 30,000 options.

Lise Eastgate, observer to the board:

- Purchase of 10,000 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 20,739 shares and 30,000 options.

Helene Dahl Jørum, deputy to the board:

- Purchase of 3,256 shares with a 3-year restriction at a price of NOK 9.63 / share

The new holding is 5,000 shares.