Itera

Share Issue/Capital Change • Mar 31, 2025

Itera: Share and option programs

Itera: Share and option programs

On 13 February 2025, the Board of Directors of Itera ASA approved an extended share purchase programme and an option program for key employees in the company as long-term incentives, in addition to a general share purchase program for employees, in accordance with the authorisation granted by the Annual General Meeting on 24 May 2024. The transaction date is March 29, 2025.

The extended share purchase program has a lock-in period of 3 years. The lock-in period is considered to be a value-reducing element similar to a European put option. If the employee leaves the company before the end of the lock-in period, the company has an option to buy back the shares at a value corresponding to the prevailing market price less the original NOK value of the lock-in period. The subscription price of NOK 6.49/share is set at a volume-weighted average for the last ten trading days (March 3 - March 14, 2025) before the subscription period, equal to NOK 8.47 per share, less the value of the lock-in period calculated at NOK 1.98/share. A total of 22 employees subscribed for 477,036 shares.

The general share purchase program has a similar structure and price, except that there is no repurchase option for the company if the employee leaves during the lock-in period. A total of 68 employees subscribed for 208,757 shares.

A new option program was issued for a total of 820,000 options with a duration of up to 4 years. The strike price for the options in Itera is NOK 8.47, which is based on the average volume-weighted transaction price on the Oslo Stock Exchange from 3 March to 14 March 2024. The strike price is not adjusted for dividend payments during the vesting period.

The options can be redeemed at the following times:

- with up to 1/3 of the options in the period 02.03.2028-16.03.2028

- remaining options in the period 02.03.2029-16.03.2029

Options that are not redeemed in the initial redemption period are automatically rolled over to the next redemption period.

Redemption of options is conditional on the employee being in an undismissed position in the Group at the time of redemption.

In total, Itera ASA has sold the following number of shares on 29 March 2025:

• General share program for employees: 208,757 shares

• Extended share program: 477,036 shares

• Total: 685,793 shares

After the sale, Itera ASA holds 472,596 treasury shares. With the new options program, there are a total of 2,890,000 options outstanding.

The following primary insiders are purchasers of shares or have been granted options:

Bent Hammer, CFO:

• Purchase of 25,000 shares with 3-year lock-in at a price of NOK 6.47/share

• Allotment of 75,000 options

New holdings are 594,131 shares and 350,000 options.

Jon Erik Høgberg, COO:

• Purchase of 100,000 shares with 3-year lock-in at a price of NOK 6.47 per share

New holding is 1,347,356 shares

Anine Ragnif, COO Norway:

• Purchase of 2,362 shares with 3-year lock-in at a price of NOK 6.47 per share

• Allocation of 50,000 options.

The new holding is 65,881 shares and 150,000 options.

Mette Mowinckel, CHRO:

• Purchase of 15,000 shares with 3-year lock-in at a price of NOK 6.47 per share

• Allotment of 50,000 options

New holdings are 127,964 shares and 50,000 options.

Lise Eastgate, employee-elected board member:

• Allotment of 50,000 options

The new holding is 20,739 shares and 80,000 options.

Andreas Vestre, employee-elected board member:

• Acquisition of 3,542 shares with 3-year lock-in at a price of NOK 6.47/share

The new holding is 8,242 shares and 10,000 options.

Trine Ødegård, employee-elected deputy board member

• Purchase of 1,771 shares with 3-year lock-in at a price of NOK 6.47/share

The new holding is 6,232 shares.

Odd Khalifi, observer to the board:

• Acquisition of 3,542 shares with 3-year lock-in at a price of NOK 6.47/share

• Allotment of 50.00 options

New holdings are 114,270 shares and 217,500 options.

Joachim Trøbråten, employee-elected deputy board member:

• Allotment of 25.00 options

The new holding is 2,317 shares and 125,000 options.

Andreas Almquist, employee-elected deputy board member:

• Allotment of 25,000 options

New holdings are 185,788 shares and 25,000 options.

Helene Dahl Jørum, employee-elected deputy board member:

• Purchase of 591 shares with a 3-year lock-in price of NOK 6.47 per share

• Allotment of 7,500 options

New holdings are 8,223 shares and 7,500 options.