Itera

Annual Report (ESEF) • Apr 25, 2025

Itera ASA ANNUAL REPORT 2024 Significant strides towards future growth Our business 3 Itera at a glance 4 CEO’s comment 5 About Itera: history, ambitions, values 12 2024 highlights and the year in numbers 16 How we create value for our customers 19 Enter Ukraine with Itera 20 Governance 22 Board of Directors’ report 23 Corporate governance 34 Remuneration report 40 Human rights due diligence report 52 Sustainability statement 59 General disclosures. ESRS-2 61 Environment. E1. Climate change 93 Social. S1. Own workers 110 Governance. G1. Business conduct 129 Independent sustainability auditor’s limited assurance report 136 Financial statements 138 Itera Group 139 Itera ASA 168 Statement by the Board of Directors and the CEO 181 Independent Auditor’s Report 182 Shares and shareholders 184 Contents Aimée Skevik, Director of Technology, Oslo Our business Governance Sustainability statement Financial statements 2 ANNUAL REPORT 2024 Itera at a glance 4 CEO’s comment 5 About Itera: history, ambitions, values 12 2024 highlights and the year in numbers 16 How we create value for our customers 19 Enter Ukraine with Itera 20 Our business Mari Cecilie Grotli, Managing Consultant, Oslo Mette Mowinckel, HR Director, Oslo ANNUAL REPORT 2024 3 Our business Governance Sustainability statement Financial statements Nordic origin. Global approach. Itera is a dynamic team of business advisors, designers, and technologists. Our shared mission? To benefit society by developing digital products and services that deliver value and build trust. Our open, swift and practical mindset sets us apart. By placing the customer at the heart of everything we do, we ensure their needs and ambitions are met with precision. Working from our 15 offices in the Nordics and Central and Eastern Europe, we serve customers globally. Our business Governance Sustainability statement Financial statements 4 ANNUAL REPORT 2024 Itera at a glance Strengthening partnerships and expanding horizons CEO’s comment Looking back on 2024, I am proud of what we accomplished together. We have made significant strides towards positioning ourselves for future growth, with improvements seen in our utilisation rate and sales pipeline. Our ability to adapt quickly and sign several large agreements during the year means we are well- positioned for continued growth. The establishment of our new office in Rogaland, Norway, clearly indicates our dedication to expanding our reach and enhancing our collabora- tion to better serve our customers. As we conclude 2024, I would like to take this opportunity to reflect on our performance and Itera’s resilience in navigating a softer market. Although we saw a decrease in our revenue of 3% and an adjusted EBIT margin of 5.6%, these figures do not overshadow the significant strides we have made towards positioning ourselves for future growth. Writing off an investment we made in a customer partnership impacted our reported margins, but I am encouraged by the gradual improvement we saw in utilisation in the fourth quarter. Arne Mjøs, CEO and Founder Our business Governance Sustainability statement Financial statements 5 ANNUAL REPORT 2024 CEO’s comment Some highlights from 2024 In 2024, we navigated a softer market environment that demanded agility and innovation. In response, we swiftly adapted our strategies to meet our customers’ urgent need for short-term solutions and deliv- ered high value by digitally trans- forming their businesses using our extensive expertise in technology, data, AI and new ways of working. Highlights from 2024 include the following: We extended framework agreements with several of our 10 largest customers in 2024 and won some new large agreements. We had an order intake equivalent to a book-to- bill ratio of 1.4 in the fourth quarter of 2024 and of 1.0 for 2024 as a whole. Revenue from new customers won over the past year amounted to 13.5% of our total revenue. Itera experienced a decrease in its reve- nue and profitability when a large global customer transitioned a significant portion of its activities to a competing global sup- plier. However, following a comprehensive evaluation, the customer recognised the unique advantages of Itera’s agile distrib- uted delivery model, which is deeply rooted in Nordic values. As a result, they made the decision to return these assignments to Itera, with effect from November. Our two most important industries, financial services and energy, are well established as the main segments for our international growth, with the Nordic region having solid worldwide attractiveness in these areas. In 2024, Itera’s revenue from financial services decreased by 5% due to the aforementioned temporary downscaling of a global customer. The energy sector grew by 9.8%. In 2024, we positioned ourselves to be able to capture opportunities in the fast-growing defense and aerospace market in the Nordics and Europe. We launched our own Generative AI platform, ‘Sapience’. Infusing AI into everything we do is not just an objective; it’s one of our core strategic pillars. We believe in democratising access to AI, ensuring that this transforma- tive technology benefits everyone. We continued to leverage automation and managed services through our Digital Fac- tory at Scale, allowing us to do more for less and optimise our operations. Our headcount was rightsized to 725 employees at year end, representing a decrease of four percent. Itera was honoured to be one of ten compa- nies wordlwide to be awarded the prestigious International Flagship Award during the Ukraine Recovery Conference 2024 in Berlin. We also launched our business advisory services, ‘Enter Ukraine with Itera’, to Nordic and international companies that wish to build a presence in Ukraine with support from EU-funded grants. We established a new office in Rogaland, Norway, by acquiring two smaller local companies, adding 21 skilled employees and an attractive customer base. This expansion gives Itera a closer presence to key potential customers in Western Norway, particularly in Stavanger, which is recognised as the energy capital of Norway. Itera achieved another gold rating in the latest Ecovadis sustainability report, the world’s largest and most trusted rating company in sustainability. This means we were again in the top 2% of companies in our industry. Our charity project, the ‘Itera Employee Foundation’, was as a finalist in the digitali- sation category at the prestigious UN Global Compact Network Ukraine’s Partnership for Sustainability Awards. Overall, our cash flow from operations was robust as always, reaching NOK 74 million for 2024. This robustness was under- pinned by an exceptional EBITDA-to-cash conversion rate of 91%. Our track record of dividend payouts twice a year reflects our company’s commitment to providing value to shareholders. The total dividend payout in 2024 was NOK 0.60 per share, representing a dividend yield of 5%, and the Board pro- poses a first dividend payout in 2025 of NOK 0.20 per share. Our business Governance Sustainability statement Financial statements 6 ANNUAL REPORT 2024 CEO’s comment Building the digital core with AI Our consultants are working closely with our customers across services to shape and build their digital cores. At the same time, we have seen AI emerge as the new digital. Like digital, AI is both a technology and a new way of work- ing. Its true potential will be unlocked through strategies built on both productivity and growth across all facets of an enterprise. We firmly believe that the introduction of generative AI marks a significant turning point, and that it is poised to drive substantial growth for us and our customers. As part of this, data will con- tinue to be essential to building the digital core. We anticipate that preparing enterprise data – essentially the fuel for AI – will become increas- ingly integral to our growth strategy. The launch of our AI platform, Sapience, demonstrated our innovationled culture and our unwavering commitment to delivering AI solutions that prioritize safety, security, and efficiency for both our people and our custom- ers. By responsibly harnessing the power of AI, we enhance operational efficiency and empower our customers with innovative solutions tailored specifically to their evolving needs. The emergence of AI agents exemplifies this shift towards more efficient business interac- tions. These agents can execute core functions while streamlining technology interactions of users, enhancing overall efficiency. However, this transition necessitates a robust digital core and high-quality data, which are critical for training reliable models. We recently completed a project with an indus- trial customer illustrates this trend. The customer was considering developing an AI-based agent for pricing calculations instead of investing in a costly ERP module – an innovative decision that underscores both the cost savings and forward- thinking solutions available. We are embedding AI into every process within our Digital Factory at Scale and Cloud Community of Excellence (CCoE) and are training our people to effectively utilise GenAI tools to achieve profitable outcomes for both Itera and our customers. Arne Mjøs, CEO and Founder Our business Governance Sustainability statement Financial statements 7 ANNUAL REPORT 2024 CEO’s comment Strengthening customer partnerships Despite having had to navigate a challenging business environment in recent years, we are beginning to see positive trends in demand. Our ability to adapt quickly and the fact we have signed several large agreements mean we are positioned for continued growth. Some examples of large agreements we have signed in 2024 include a renewal of a four-year NOK 200-250 million framework agreement with Kredinor, and a new NOK 300 million agreement with The Directorate of Integration and Diversity (IMDi). All figures represent esti- mated values for the agreements. In addition, I am particularly proud of our long-standing partnership with Gjensidige, which, in the fourth quarter, formalised a new framework agreement under which Itera will be its strategic digitalisation partner for a minimum of three additional years. This enduring collab- oration underscores our shared commitment to delivering innovative solutions that drive oper- ational efficiency and enhance the customer experience at Gjensidige. “We have supported Gjensidige’s digital transformation journey for over two decades, enabling substantial automation and service delivery advancements in the Nordic insurance market. As a result of this fruitful partnership, Gjensidige is recognised globally for having some of the most outstanding digital claim solutions. Growth through entrepreneurship We remain steadfast in our commitment to growth. In the fourth quarter, we proudly opened a new office in Rogaland, Norway. The new office is a strategic initiative designed to enhance our proximity to key customers in the energy and offshore industries and those driving the green transition. At an entrepreneurial organisation like ours, our growth strategy is mainly to grow organically. It involves investing in our people and our business. Our culture is grounded in a growth mindset: Grow People, Grow Customers and Grow Company. This mindset fosters a growth culture where continuous improvement and resilience can thrive. However, the new office in Rogaland was bolstered by our acquisition of two companies in the fourth quarter, which added 21 skilled employees and enriched our customer base. The seamless integration of these new entities into Itera reflects our disciplined approach and agility when adapting to change. We are united as one company across all locations, driving forward with a shared vision. Arne Mjøs, CEO and Founder Our business Governance Sustainability statement Financial statements 8 ANNUAL REPORT 2024 CEO’s comment Enter Ukraine with Itera Despite the ongoing war, our business operations in Ukraine are continuing normally, and we are actively pursuing opportunities that will con- tribute to a cleaner, greener and more modern future for the country. I am immensely proud that the Ukrainian Government chose Itera as one of only ten companies worldwide to receive the prestigious ‘International Flagship Project Award’ for our proactive support for Ukraine. The award is testament testament to our commitment to fostering engagement and collaboration with Ukraine and encourages other businesses to join us in this vital endeavour. To increase the sense of urgency, the energy authorities in Ukraine have, of their own initia- tive, entered a Memorandum of Understanding (MOU) with Itera to mobilise the Nordic energy industry to deliver greater support to Ukraine. We have also been the key driver for the signing of a MOU on energy cooperation between Norway’s Minister of Industry, Cecilie Myrseth, and Ukraine’s Minister of Energy, German Galushchenko, at the Ukraine Recovery Confer- ence 2024 in Berlin. ← The Memorial to the Fallen Soldiers on Ukraine’s main square, Maidan Nezalezhnosti (Independent Square) Arne Mjøs, CEO and Founder Our business Governance Sustainability statement Financial statements 9 ANNUAL REPORT 2024 CEO’s comment Through our business advisory offering ‘Enter Ukraine with Itera’, several Nordic and inter- national companies have entered agreements to establish a presence in Ukraine and access EU-funded grants. For instance, we have been instrumental in addressing the urgent energy needs within Ukraine’s power system, including 160 MW of electricity delivered through gas engines from Bergen Engines, a leading manu- facturer of medium-speed engines and generator sets based in Bergen, Norway. Our efforts directly address the humanitarian energy needs of approximately 1.5 million people in the Dnipro region and other damaged regions this winter. According to Jon Erik Røv, Managing Director of Bergen Engines, our contribution was essential in positioning its products and services for specific projects by helping it to navigate the complexities of the Ukrainian market and secure funding from the United Nations Development Programme (UNDP) with donations by the Norwegian Nansen Support Program for Ukraine. Moreover, we have collaborated with Moelven, a leading Scandinavian timber products group, to design a framework that will support the rebuild- ing of homes in Ukraine, which will particularly aid the 6.5 million internally displaced people. These achievements underscore our dedication and demonstrate how we are leveraging our expertise to make a meaningful impact during these critical times. We are also mobilising high performance bat- tery manufacturers and ecosystems to enter the Ukrainian market as well as introducing cutting-edge technology to optimize the grid capacity in Ukraine. Together with our partners in the Enter Ukraine with Itera initiative, we are contributing to the development of a more dis- tributed and resilient energy system in Ukraine. In addition to these achievements, I am thrilled that the Itera Employee Foundation was selected as a finalist in the Digitalisation category of the UN Partnership for Sustainability Awards in Ukraine. Through our foundation, we deliver essential aid directly to our colleagues and families bravely protecting Ukraine by pro- viding critical supplies that are urgently needed on the front lines. Building a culture of diversity and innovation In 2024, we reaffirmed our commitment to our employees’ development and well-being. We rolled out various initiatives and programs across our offices with the aim of cultivating a positive and supportive working environment. Through efforts in competence development, diversity and inclusion, mental health support, and community engagement, we have shown our dedication to investing in our employees and advancing the business. We have a structured approach to competence management that guarantees the ongoing development of our consultants. Our aim is to be at the forefront of professional development for all employees. In addition to the valuable expe- rience gained through customer projects, we provide various opportunities for professional growth. Last year, our employees completed 136 external certifications, exams, or courses, and we hosted 123 internal competence devel- opment events. At Itera, we believe our commitment to diver- sity and inclusion is the right thing to do and an important element of our business strategy. Different perspectives are essential to solving the complex problems and challenges of the future, and we work every day to ensure we have an inclusive and diverse environment and culture for our people. In 2024, we worked on implementing a solid diversity and inclusion program, resulting in a new toolkit which will serve as our umbrella for all further work related to diversity, equality, and inclusion at the company. Diversity in the workplace is not merely a “nice- to-have”; it is vital for our future performance and innovation. By embracing a spectrum of perspectives, we foster a culture that honours individuality while driving collective success. This is essential for our future performance as a knowledge-based company – where diversity is not just a value but a necessity for meeting future challenges with insight and innovation. Our business Governance Sustainability statement Financial statements 10 ANNUAL REPORT 2024 CEO’s comment Forwards together towards growth Looking ahead, we remain optimistic about cre- ating opportunities for our people, customers, and shareholders alike. “As we continue to invest in innovation – particularly in AI and cloud technology – we are committed to driving digitalisation across all sectors. To our customers, shareholders, partners and communities: thank you for your ongoing sup- port – we work every day to earn your continued trust. Lastly, I want to thank our talented people for their unwavering dedication and hard work in staying close to our customers and capturing AI growth opportunities. You have undoubtedly contributed to our ability to thrive and make a difference for our customers, communities, and Ukraine. Together, as the ONE Itera team, we have the power to achieve great things. Arne Mjøs, CEO and Founder Bent Hammer, CFO Our business Governance Sustainability statement Financial statements 11 ANNUAL REPORT 2024 CEO’s comment Frank Dahle, Chief Designer, Oslo Jorunn Aarskog, Principal Designer, Oslo 2000s Itera is now an international group known as the “Itera Consulting Group”. Its core focus is on innovation, high levels of competence, and a huge passion for the work we do. Itera acquires a number of new companies. 2008 Itera Ukraine is established in Kyiv, marking the beginning of Itera’s expansion outside the Nordics and the start of our nearshore model. 30 years of digital expertise Our story Itera began as a Norwegian consulting company focused on component-based and object-ori- ented application development and evolved into an international group emphasising innovation and expertise. Over the years, Itera has expanded its presence in Central and Eastern Europe and adopted a unified brand strategy, enabling it to deliver comprehensive end-to-end services while prioritising customer engagement and safety during challenging times. 1994 As a response to the need for experts in com- ponent-based and object-oriented application development, Arne Mjøs founded the consulting company Objectware, which many consider to be a legendary organisation in the Norwegian IT industry in the 2000s. 1999 Itera buys the communication company Gazette and the Swedish company LAN International. Later the same year, Itera went public and was listed on the Oslo Stock Exchange. The nearshore model allows Itera to grow faster and take on larger and more complex tasks. Unlike others that offshore work to places such as India, we work in the same time zone and focus on the same value platform, based on our Nordic culture. Further- more, our offices in Central and East- ern Europe are a short journey from the Nordics, meaning our consultants and customers easily can meet. Our business Governance Sustainability statement Financial statements 12 ANNUAL REPORT 2024 About Itera: history, ambitions, values 2011 A second ofce is established in Ukraine, this time in Lviv. In 2015, Itera opens an ofce in the EU in Bratislava, Slovakia. 2013 Itera Consulting, Itera Networks and Itera Gazette are brought together under one com- pany name, Itera, with a shared brand, culture, history, values, customer portfolio and go-to- market strategy. With this in place we can now deliver end-to-end. 2018–2023 Itera establishes ofces in Bergen, Reykjavík, Fredrikstad, Stockholm and Herning. 2020 Itera rebrands itself and positions itself as an international delivery partner in digital trans- formation, and invests heavily in data-driven approaches like AI & ML. 2022 Russia invades Ukraine, and Itera takes a stand and does whatever we can to keep our oper- ations going while putting our people’s safety rst. We establish ofces in Brno in the Czech Republic and in Žilina in Slovakia. Itera exits its physical data centers and goes ‘all in’ on the cloud. 2023 Leveraging our long-standing presence and exten- sive network in Ukraine, we help new and existing customers with identifying, developing, and realising new business opportunities in Ukraine. 2024 Itera establishes an ofce in Rogaland in Norway by acquiring two local companies –expanding our foot- print and extending our services in Norway’s west coast and energy capital. “We are immensely proud to have been included on the 2025 Global Outsourcing 100 list. This prestigious recognition reflects our commitment to excellence, innovation, and creating value for our customers. Taras Tovstiak, Director of Central and Eastern Europe, Poland Our business Governance Sustainability statement Financial statements 13 ANNUAL REPORT 2024 About Itera: history, ambitions, values Our ambitions Itera’s ambition is to create positive change and continuous improve- ment for our customers’ and in relation to society’s challenges. When developing digital products and services, we establish strong partnerships with customers based on trust, reliability, and mutual growth. We aim to create a positive energy and foster an environment where trust and security thrive. Our commitment to caring and challenging one another enables us to build strong foundations for developing value-creating solutions that align with both our customers’ goals and Itera’s mission. Financial ambitions We are dedicated to achieving double digit growth and profit margins, while continually improving how we operate and generating cash dividends to our shareholders. Our goal is to address the changing needs of our customers and boost our market presence by utilising our network of expertise. Our ESG ambitions are: To support the green transition by helping customers achieve sustainable transformations while managing our environmental footprint. To prioritise diversity and inclusion by promot- ing gender equality and fostering a supportive workplace culture, emphasising competence development, work-life balance, and employee well-being. To uphold strong governance principles through compliance measures in data protection and anti-corruption, promoting collaboration across borders while ensuring ethical practices and operational integrity. Itera office in Oslo, Norway Our business Governance Sustainability statement Financial statements 14 ANNUAL REPORT 2024 About Itera: history, ambitions, values “We are open to new ideas and listen to people with something to say. It is the nature of our company to constantly pursue development and growth, for Itera and our customers. Joachim Trøbråten, Key Account Manager, Oslo We believe that trust is a prerequisite for creating lasting value and strong relation- ships. Hence, trust is at the core of our culture, and shapes our conduct, choices and decisions, internally and externally. Our mindset is characterised by the cour- age to challenge, openness to new ideas, continuous learning and an inherent drive for growth and these form our platform for creating value. We are open about what we do, why we do it and how it plays out. Transparency is the basis for trust. We nurture diversity because it fuels growth, both individually and for our com- pany. Diversity makes a difference, and a diverse culture is a sustainable culture. Transparency Diversity Trust Entrepreneurship Our value-driven culture At Itera, we place great emphasis on our core values. These values describe how we wish to act in relation to our environment and each other. Our business Governance Sustainability statement Financial statements 15 ANNUAL REPORT 2024 About Itera: history, ambitions, values Notable events in 2024 Itera demonstrates its resilience in the difficult market by almost maintaining its topline (-3%). Excluding a one-off write down of an investment in a customer partnership, we delivered an adjusted EBIT margin of 6.2% (9.3%) for 2024. We gener- ated operating cash flow of NOK 73.7 mil- lion. The cash conversion rate for 2024 was 91% (cash flow from operations / EBITDA), compared to 86% in the previous year. In February, Norwegian Prime Minister Jonas Gahr Støre hosted the unveiling of the parliamentary white paper on the Nansen Program for Ukraine. Arne Mjøs, CEO of Itera, was invited as a representative from the Norwegian busi- ness community. In March, we celebrated the naming of Itera employee Johanne Sognef- est-Haaland as one of the top 50 women in tech in Norway by Abelia and Oda Network. Itera achieved another gold rating in the latest Ecovadis sustainability report, the world’s largest and most trusted rating company in sustainability. This means we were again in the top 2% of companies in our industry. In April, Itera launched it’s very own Generative AI platform, ‘Sapience’. Infusing AI into everything we do is not just an objective; it’s one of our core strategic pillars. We believe in democratising access to AI, ensuring that this transforma- tive technology benefits every- one, not just a select few. Our business Governance Sustainability statement Financial statements 16 ANNUAL REPORT 2024 2024 highlights Notable events in 2024 In November, we opened our new offices in Rogaland, Norway, to better serve the attractive market for energy and oil and gas. In December, our charity project, the ‘Itera Employee Foundation’, was recognised as a finalist in the digitalisa- tion category at the prestigious UN Global Compact Network Ukraine’s Partnership for Sustainability Awards. With its long-standing presence in Ukraine, Itera continues to be a strong advocate for supporting the country in its defence against Russia. One important contribution to this is to keep the economy going by getting foreign companies to do business with Ukraine and also by facilitating their contributions to rebuilding the country. Itera has developed an advisory service called Enter Ukraine with Itera that has already successfully helped Nordic busi- nesses with this. In June, the Norwegian magazine ‘Inno- vasjonsmagasinet’ once again named Itera as one the most innovative businesses in Norway. In June, Itera was honoured to be one of ten international companies to receive the prestigious International Flagship Award at the Ukraine Recovery Conference 2024 in Berlin. In June, Moelven Byggmodul AS and Itera launched ‘Housing for Ukraine’, an initia- tive that is intended to improve the living conditions of Ukrainian citizens by rapidly increasing the availability of safe and good homes. In July, Kredinor renewed its framework agreement with Itera for digitalisation ser- vices, valued at NOK 200–250 million In August, The Directorate of Integra- tion and Diversity (IMDi) awarded Itera a framework agreement for consulting services worth up to NOK 300 million In December, Gjensidige entered into a new framework agreement with Itera as its strategic digitalisation partner Returning cash to shareholders is an ongoing objective, and our track record of dividend payouts twice a year reflects our company’s commitment to providing value to shareholders. The total dividend payout in 2024 was NOK 0.60 per share (NOK 0.70 per share). The Board has proposed to pay an ordinary dividend based on Itera’s 2024 results of NOK 0.20 per share and to ask for authorisation to pay a sup- plementary dividend later in the year. Our business Governance Sustainability statement Financial statements 17 ANNUAL REPORT 2024 2024 highlights The year in numbers Anine Ragnif, COO / Head of Norway, Oslo ANNUAL REPORT 2024 18 Our business Governance Sustainability statement Financial statements The year in numbers How we create value for our customers Our value chain Our services cover a wide range of expertise. We integrate technhology, design, and business consulting into deliveries through tailored prod- ucts and services that enhance our customers’ efficiency and performance. A successful project always starts with understanding the customer’s actual needs. Our approach We care about our colleagues, collaborate closely with our customers, and strive to make a positive impact on society. At Itera, we approach challenges with a swift, agile, and solution-oriented mindset. We take pride in our company culture, which is rooted in the Nordic values of trust and transparency . The value we create By empowering our customers with expertise and competence we enhance their operations and drive growth. We care about our share- holders by delivering sustainable profitability through high-quality results and strong relation- ships based on trust. Understand the customers’ actual needs Apply our wide range of expertise Create services that enhance efficiency and performance We care, collaborate and strive to make a positive impact We have a solution-oriented and agile mindset We take pride in our Nordic values such as trust and transparency Empowered customers that drive growth Sustainable profitability High quality results and strong relationships Our business Governance Sustainability statement Financial statements 19 ANNUAL REPORT 2024 How we create value for our customers Enter Ukraine with Itera Enter Ukraine with Itera is a dual-track initiative – encompassing both business and humanitarian objectives – launched in 2023 to aid Ukraine’s recovery. Our mission is to contribute meaningfully to Ukraine’s rebuilding process by helping Nordic companies enter, invest, and drive digitalisation in the country. Humanitarian value by supporting the development of a safe and sustainable Ukraine and contributing to global security. Business value by creating opportunities in a new market that holds significant long-term potential for profitable growth. This approach delivers clear twin values: 1 2 Enter Ukraine with Itera ANNUAL REPORT 2024 Our business Governance Sustainability statement Financial statements 20 dation’ charity initiative was recognised by the UN Global Compact in Ukraine’s Partnership for Sustainable Development 2024. Partnerships and recognition Membership Itera joined the European Business Association’s Ukraine Recovery Committee, further extending our influence and network in the region. Memorandums of Understanding (MoUs) Itera signed MoUs with the State Agency for Energy Efficiency of Ukraine, the Ukrainian Financial Housing Company, and Epicentr K, laying the groundwork for future projects. Plans for 2025 Looking ahead, we aim to solidify and expand our efforts under Rebuild Ukraine by: Strengthening our on-site team We plan to add at least one additional employee in Ukraine to deepen our local presence and engagement. Key achievements of our commitment to Ukraine Contracts signed Moelven Byggmodul Together, Moelven and Itera launched the ‘Housing for Ukraine’ initiative to rapidly expand the availability of safe and suitable homes for Ukrainian citizens. In October, we hosted an event in Oslo attended by Norway’s Minister of Trade and Industry, Cecilie T. Myrseth, and Marharyta Bondarieva, a policy advisor from the Borodyanka community in Ukraine. At this event, Moelven Byggmodul signed a contract with its suppliers to deliver four newly constructed homes – produced in Moelven’s factories – to homeless families in Ukraine. This pioneering project symbolizes a future commitment to address the housing crisis. Bergen Engines We provided advisory services that accelerated the project development process for a resilient, distributed gas energy system. This will ensure stable power for roughly 1.3 million people. As ‘Bergen Engines’ CEO noted, ‘We could simply not have done this without Itera. Before they came on board, we spent two years navigating complexities without successfully entering Ukraine.’ This project not only bolsters energy security in Ukraine but can also serve as a model for similar initiatives in other regions. Geographical expansion We initiated collaborations with government bodies in Sweden, Denmark, and Iceland, set- ting the stage for cross-border partnerships that will strengthen Ukraine’s recovery efforts. Awards ‘International Flagship Company’: Conferred by the First Deputy Prime Minister of Ukraine, Yuliia Svyrydenko, at the Ukraine Recovery Con- ference in Berlin (June 2024). Finalist at the UN Sustainability Awards in Digitalisation: Our ‘Itera Employee Foun- Maintaining and developing stakeholder relationships Ongoing collaboration with key business, political, and organisational leaders remains paramount. Building reference cases Continued success stories will underscore Itera’s value and expertise in this transformative market. Expanding cooperation beyond Norway We will seek to advance our bilateral initiatives in Denmark, Iceland, and Sweden, mirroring our proven model of public-private collaboration. Realising a collective vision As emphasised at recent Ukraine Recovery Conferences, ‘The rebuilding of Ukraine is a collective effort that will only succeed if public and private actors work together.’ At Itera, we have taken this to heart. By partnering with both private enterprises and government agencies, we are actively driving solutions that rebuild infrastructure, restore livelihoods, and reinforce long-term economic growth. In doing so, we believe we are fulfilling a critical humanitar- ian mission and creating compelling business opportunities for our partners and shareholders. Our business Governance Sustainability statement Financial statements 21 ANNUAL REPORT 2024 Enter Ukraine with Itera Governance Board of Directors’ report 23 Corporate governance 34 Remuneration report 40 Human rights due diligence report 52 André Nymoen, Chief Experience Officer, Oslo ANNUAL REPORT 2024 22 Our business Governance Sustainability statement Financial statements Board of Directors’ report The Board of Directors’ summary of 2024 In 2024, several sectors in which Itera operates reduced their spending on digitalisation due to the macroeconomic environment. Neverthe- less, Itera showed resilience and was almost able to maintain its topline. During the year, we refocused a lot of our efforts to be even more customer centric by organising our people into cross-functional customer teams. This has suc- cessfully driven more customer activities both with existing and new customers, resulting in both renewed and new framework agreements that will be fundamental to our future growth. In response to the softer demand and in order to improve operational effectiveness, Itera undertook a modest rightsizing of the organisa- tion during the year. However, we largely made a strategic decision to maintain our capacity to drive increased customer activities and to integrate AI into our offerings, positioning us for renewed growth as market conditions improve. While this decision has impacted our short-term profits, we firmly believe it represents a valuable investment in our future earnings potential. As a consequence of shifting demand in various customer sectors, Itera has also shifted its focus. While still committed to staying strong in our historically dominant banking and insur- ance sectors, we are strengthening our efforts in other sectors, such as energy and the public sector, as well as defence, industry and retail. One of the specific actions taken to target the energy sector was to establish a presence in the Rogaland (Norway) area. This was jumpstarted by two minor acquisitions, namely Revoltr AS and Mosaique Headhunting Stavanger AS, two sister companies, in November 2024. These acquisitions entailed the onboarding of 21 employees to Itera and thus gave us an imme- diate presence of some significance. We have significant ambitions for profitable growth in this region going forward. In addition to covering new industries and the regional initiatives in Norway, Itera also has geographical growth initiatives in the Nordic countries based on its uniquely scalable busi- ness model featuring distributed delivery. As a company, we are deeply engaged in sup- porting Ukraine, which is fighting not just for its sovereignty but also for us, for our freedom and for our values. Our business in Ukraine continued to operate as normal, despite the ongoing war. We are actively seeking business opportunities that will contribute to a cleaner, greener, and more modern future for Ukraine after the war. In 2024, Itera demonstrated it was a significant player in liaising between Norway and Ukraine on a business level as well as on a political level. Through the efforts of our highly dedicated people, we put into operation our Enter Ukraine with Itera service offering. By utilising our extensive network and knowhow in Ukraine, we are able to advise Nordic busi- nesses on how to provide much needed goods and services to war-ridden Ukraine, and also to support Nordic governments with how to deploy significant investments and donations in a safe and effective manner. Itera’s facilitation capa- bilities have enabled new close collaborations between Itera and major players in the energy and construction industries. This is an excellent showcase for public-private collaborations that benefit all parties. As a testament to our strong standing, we were invited to officially represent Ukraine in arenas like the UN Climate Change Conference (COP29) and the annual Ukraine Recovery Conference. As we enter 2025, we will remain focused on creating value for our customers. We will con- tinue to deliver innovative and high-value digital services to our existing customers, as well as to expand into new business areas , inspired by the transformative potential of AI, and to empower our customers to fully leverage the benefits of cloud technology. Over recent years, our foundation for growth has been built with scalable delivery models and end-to-end capa- bilities, which differentiates Itera from many other consulting companies in our industry. This strong foundation positions us well for nurturing deeper relationships with an increasing number of customers in the years ahead. In addition, we will relentlessly explore ways to optimise our own business processes by leveraging both AI and advanced analytics. The Board of Directors believes that Itera is well-positioned for continued growth in a world undergoing major changes and is committed to continuing investment in the company’s people and capabilities in 2025 and beyond. Our business Governance Sustainability statement Financial statements 23 ANNUAL REPORT 2024 Board of Directors’ report The company Itera is a leading international technology com- pany that helps businesses and organisations accelerate their sustainable digital transforma- tions. Itera has a unique ability to make digital the core of their business because of our full range of services in digital strategy and consult- ing, customer experience, technology and cloud operations. Our integrated services and multi- disciplinary teams meet customer needs rapidly and at scale using our world-class distributed delivery model and our Digital Factory at Scale, which enables more for less. Itera has a strong customer portfolio in business-to-customer (B2C) markets, as well as in business-to-busi- ness (B2B) markets. The Group also owns two niche SaaS companies which mostly have recurring subscription-based revenues: Cicero Consulting, which provides advisory services and solutions to the banking and finance sector, and Compendia, which specialises in products and services for the HR, quality and manage- ment disciplines. In November, we acquired the recruitment company, Mosaique Headhunting Stavanger AS, which offers external recruitment services as well as capacity to search for talent for Itera’s own business. Building on a strong Nordic heritage, we com- bine local presence with geographically distrib- uted capabilities. The Group is headquartered in Oslo, Norway, and has offices in Bergen, Bryne, Stavanger, and Fredrikstad (Norway), Stockholm (Sweden), Copenhagen and Herning (Denmark), Reykjavík (Iceland), Kyiv and Lviv (Ukraine), Bratislava and Žilina (Slovakia), Brno (Czech Republic) and Kraków (Poland). Through strategic partnerships with customers, Itera delivers services to multiple locations in Europe and the U.S. As Itera continues its profitable growth, we will consider opening new offices, either to be in closer proximity to customers or to attract particular expertise and capacity. Our distributed delivery capabilities are scalable and provide access to a much larger workforce than is available in local markets. Our distrib- uted delivery model was recognised as provid- ing the world’s best customer experience by the Global Sourcing Association (GSA) in 2018 and for having the best Project Management Office in Europe by the PMO Global Alliance in 2020. Itera was also named in IAOP’s 2025 top 100 Global Outsourcing companies for world-class cross-border delivery. Itera office in Bratislava, Slovakia Our business Governance Sustainability statement Financial statements 24 ANNUAL REPORT 2024 Board of Directors’ report The strategy The core of our organic growth strategy is: Grow People, Grow Customer and Grow Company. We are energised by the opportunity to guide and support our customers with building a robust digital core, enabling them to drive both business and digital transformation. Our strategy defines the areas in which we will drive growth, build differentiation and enable our business to create high value every day. Key enablers of our growth strategy include: People Itera is a talent-led organisation. Attracting, developing and inspiring the very best talent in our industry is critical to meeting the evolv- ing needs of our customers and growing our business. Our people have highly specialised skills that drive our differentiation and competi- tiveness. We care deeply for our people and are committed to a robust entrepreneurial culture of empowerment and shared consciousness. Capabilities As ONE Itera, we share the same values, and we are continuously developing our cross-border processes, practices and collaboration. We are committed to finding human solutions to com- plex challenges through digital transformation by constantly innovating and developing leading-edge ideas and leveraging emerging technologies to anticipate our customers’ needs. We help companies do more with less to increase speed, improve productivity and reduce costs. Our Digital Factory at Scale is infusing AI into the whole value-chain, and we are creating proprietary AI-tools to strengthen both our delivery and operations. Foundation Our growth model, which leverages our strong customer-centric approach in combination with a mix of local and cross-border sales and cus- tomer experience capabilities, enables us to be close to our customers, people and partners and thus to scale efficiently. We leverage our scale and international footprint, innovation mindset, and strong partnerships in order to consistently deliver tangible value for our customers in any location. Market conditions In the last couple of years, the demand for IT services has been adversely impacted by high interest and inflation rates. The market upturn projected for 2024 did not materialise the way e.g. Gartner predicted. However, there is a growing optimism in the market that this trend will gradually reverse in 2025. Early indicators of recovery are already emerging, evidenced by increased market activity and a rise in tender releases. The significance of digital transfor- mation cannot be overstated, as it holds the key to unlocking cost savings and new business opportunities. Notably, the emergence of new AI tools and technologies is playing a vital role in driving this transformation. These advance- ments not only create standalone opportunities but also act as a catalyst for the transition from legacy on-premise systems to modernised cloud-based systems that integrate AI tools. In addition, digitalisation is rapidly expanding to involve the integration of operational tech- nology with information technology. This is now taking place in many industries, like healthcare, defence, energy, transportation and in buildings. Itera is positioned to help with this integration, enabling data capture and analytics to facilitate faster, safer and better decisions in many core activities. As macroeconomic conditions improve and investment capital becomes more accessible, we anticipate a significant uptick in demand for IT services. International Data Corporation (IDC) forecasts that worldwide spending on digital transfor- mation (DX) will reach almost USD 4 trillion by 2027. This is almost twice the spending on non-DX ICT, which is expected to remain unchanged. Pushed by artificial intelligence (AI) and generative AI investments, the spending forecast on DX represents a compound annual growth rate (CAGR) of 16.2% over the 2022– 2027 period. According to recent forecasts by Gartner, IT spending in Europe is expected to grow 8.7% in 2025. This growth is primarily attributed to the rising adoption of cloud com- puting, cybersecurity solutions, and advanced data analytics. Additionally, IDC’s report on European IT services highlights that Nordic countries are leading on digital transformation initiatives, further bolstering demand for IT consulting services. Companies that want to be competitive and win in the digital economy are leading the way as digital transformation is no longer seen as a discretionary investment. At the end of 2023, only an estimated 25% of tech workloads were running in a cloud envi- ronment. By 2028, Gartner expects this to have risen to 70% as this will be seen as a necessity and a source of innovation. Not only will it be needed to be competitive but indeed to survive. This next wave of cloud migrations will include the more complicated and business-critical applications. According to Gartner analysts, generative AI tools will be used to explain legacy business applications and create appropriate replace- ments, reducing modernisation costs by 70% by 2027. Therefore, we are embracing generative AI across our services, developing new cut- ting-edge tools and solutions, and embedding generative AI into the way we work. Our business Governance Sustainability statement Financial statements 25 ANNUAL REPORT 2024 Board of Directors’ report Customers who have made significant progress with cloud migration are now investing to mod- ernise and innovate across the cloud continuum, extending the cloud to the edge and using data and AI to unlock greater value with more oppor- tunities still to come. As we enter 2025, we are optimistic about the opportunities ahead for our Cloud and Application Services. This trend is fundamental to Itera’s mission. All our customers are on a journey to becoming digital businesses and thus more agile and resil- ient, and digital transformation underpinned by cloud and digital technologies continues to drive the potential for strong double-digit growth across our core business. Through its long-lasting presence in Ukraine, Itera is currently leveraging its knowhow to pro- vide strategic advice and market development efforts through our ‘Enter Ukraine with Itera’ initiative to Nordic businesses wanting to take part in the massive rebuilding and relief efforts needed in Ukraine. The fact that Itera was one of only ten companies worldwide to be awarded the prestigious ‘International Flagship Project Award’ by the Ukrainian Government is testa- ment to our proactive support for Ukraine. Itera has developed a unique relationship with top-level government officials in Ukraine and Norway, including several ministers and depu- ty-ministers. This, combined with knowledge of how to apply for the financing available from organisations such as the UN and the EU and our strong execution, has enabled Itera to success- fully manoeuvre its customers into business opportunities. With or without a peace agree- ment between Ukraine and Russia, Itera is well positioned to explore business opportunities here that could significantly impact its future earnings. Customers and projects Itera has a robust customer portfolio that spans both business-to-customer (B2C) and busi- ness-to-business (B2B) markets. Our exten- sive experience encompasses various sectors, including banking, insurance, energy & utilities, oil & gas, the public sector, retail, defence and fishing. We are committed to assisting our customers with digitalising their businesses to enhance their operational efficiency and improve their customer satisfaction. Through innovative and personalised products and services, we culti- vate greater customer loyalty, strengthen brand reputation, establish solid barriers against com- petitors, and ultimately drive increased sales and profitability. A key part of Itera’s strategy is maintaining and developing its largest, strategic customers. In 2024, Itera developed several new and excit- ing relationships with customers such as Lyse, Capture Energy and Bergen Engines. These add to the strong brands that have continued their long-lasting relationships with Itera, including Gjensidige, Santander Consumer Bank, DNV, Mastercard, Kredinor, Landsbankinn, and Össur. The share of revenue from Itera’s top 30 cus- tomers was 79% in 2024, down from 84% in 2023. New customers – those acquired within the last 12 months – accounted for 13.5% of total revenue. Employees and organisation At Itera, our skilled workforce is the backbone of our business model and a critical intangible asset. Our employees are not just resources; they are key to our innovation and problem-solv- ing success. 1. Expertise Our team possesses specialised knowledge in IT domains such as design, software development, AI, cloud computing, and data analytics, ena- bling us to deliver tailored consulting services that meet each customer’s unique needs. 2. Customer Relationships Employees build and maintain strong rela- tionships with clients. Their understanding of customer requirements and effective commu- nication foster trust and long-term partnerships essential for repeat business. 3. Innovation In an ever-evolving technology landscape, our employees drive innovation by keeping up with industry trends. Their adaptability allows us to respond swiftly to market changes and new client demands. 4. Collaboration Successful project delivery relies on teamwork across multidisciplinary teams. Our diverse skills enable us to leverage collective intelli- gence to solve complex problems efficiently. 5. Training We invest in training and development pro- grams to continuously enhance employee skills, ensuring our team remains at the forefront of technological advancements for superior service delivery. 6. Value Creation Ultimately, it is through our employees’ efforts that we create value for customers – boosting operational efficiency, driving digital transfor- mation, and improving decision-making through data insights. In summary, our reliance on employee resources is fundamental to delivering exceptional IT consulting services that exceed customer expectations while driving growth for Itera. Our business Governance Sustainability statement Financial statements 26 ANNUAL REPORT 2024 Board of Directors’ report As our most valuable asset, Itera has a strong focus on their well-being and to ensure we have an organisation based on diversity and equality. A full report on this can be found in the Social section of the Sustainability statement Page 110 Our approach to sustainability Itera’s ambition is to be a specialist in creating sustainable digital businesses. By developing and delivering digitalisation projects, we con- tribute to a sustainable future. These deliveries can enable companies of other industries in their sustainable transition. The World Economic Forum states that 70 per cent of the UN’s 17 Sustainable Development Goals can be solved using technology. This is why we say that digi- talisation and technology are our main contribu- tions to increased sustainability. Since 2021, Itera’s sustainability efforts have been assessed annually by EcoVadis. The rating agency EcoVadis is one of the world’s largest and most trusted provider of business sustain- ability ratings from third party. In 2024, Itera received a gold medal rating with a total score of 76 out of 100, on par with the year before. This means that Itera score is in the top 2% of all companies within the global IT and consultancy industry. Sustainability is an integral driver of our strat- egies, and we have prioritised the following UN Sustainable Development Goals (UN SDG) as those to which our core business can make a positive contribution: 5. Gender equality. 9. Industry, Innovation and Infrastructure 11. Sustainable Cities and Communities 12. Responsible Consumption and Production Itera aims to operate its business and report in accordance with the ESG system, meaning our ambition is to measure our sustainability within three specific categories: environmental, social and governance. As a member of UN Global Compact, Itera follows the ten principals of corporate sustainability. Itera’s headquarter is certified as an ECO Lighthouse (“Miljøfyrtårn”). For the 2024 reporting, Itera is reporting in compliance with the Corporate Sustainabil- ity Reporting Directive (CSRD), which is the new reporting standard for sustainability for large and listed enterprises. This full report is included in the Sustainability statements in this annual report. Aimée Skevik, Director Technology, Oslo Our business Governance Sustainability statement Financial statements 27 ANNUAL REPORT 2024 Board of Directors’ report Statement on the annual accounts Itera reports consolidated financial information pursuant to the International Financial Report- ing Standards (IFRS). In accordance with the requirements of Norwegian accounting legisla- tion, the Board confirms that the requirements for the going concern assumption have been met and that the annual accounts have been prepared on this basis. It is the opinion of the Board of Directors that the annual accounts pro- vide a true and fair view of the Group’s activities in 2024 and its financial position at the end of the year. The preparation of the accounts and application of the chosen accounting principles involve the use of assessments and estimates and necessi- tate the application of assumptions that affect the carrying amount of assets and liabilities, income and expenses. The estimates and the associated assumptions are based on experi- ence and other factors. The uncertainty associ- ated with this means that the actual figures may deviate from the estimates. Itera recorded revenue of NOK 848.8 million (NOK 871.6 million) for the year, a decrease of 3%. Revenue from Itera’s own services decreased by 5% to NOK 696.5 million, while revenue from subscriptions increased by 4% to NOK 79.5 million. Revenue from third-party ser- vices and other revenue increased by 23% and 19% to NOK 38.9 million and NOK 33.8 million, respectively. Earnings Before Interest and Taxes (EBIT) was NOK 48.0 million (NOK 78.4 million), while Net Income was NOK 34.9 million (NOK 56.7 million). Financial results In what can be described as a challenging mar- ket, Itera implemented some measures towards rightsizing its organisation to demand, primarily through a lowering of recruitment and some targeted reductions in overheads. Itera chose to keep some idle capacity to drive increased cus- tomer activities and integrate AI into our offer- ings in order to be prepared for a market upturn. The lower billable utilisation impacted revenue and earnings negatively by approximately NOK 13 million. In 2023, Itera implemented a cost-reduction program to improve its operating margin by an estimated 1.2-1.6 points. This program success- fully achieved its goals. Itera continues to financially support those of its Ukrainian employees that have been drafted into military service. The cost of this amounted to NOK 2.1 million (NOK 2.2 million). The extra social security tax on high salaries that the Norwegian government introduced in 2023 gave an extra cost of NOK 2.4 million (NOK 3.0 million). This extra tax has been retired as of 2025. In the fourth quarter, Itera wrote off the entire NOK 4.4 million it invested in a partnership in 2023 after deciding not to pursue the venture further due to the company’s inability to fund a market expansion and generate profits. In November, Itera made two minor acquisitions of two sister companies, namely Revoltr AS and Mosaique Headhunting Stavanger AS (now known as Itera Rogaland AS and Mosaique Headhunting AS), in primarily share-based transactions. In the consolidated accounts for 2024, these contrib- uted revenue of NOK 4.1 million and NOK 0.2 million to Itera’s operating profit. Itera intends to use these acquisitions as a base for expanding its presence in the Rogaland area in Norway. The Group’s adjusted operating result before depreciation and amortisation (EBITDA) was a profit of NOK 85.4 million as compared to a profit of NOK 113.7 million in 2023. This represents an adjusted operating profit margin before depreci- ation and amortisation of 10.1%, as compared to 13.0% in 2023. Payroll and personnel expenses were NOK 634.3 million in 2024, which is unchanged from 2023. Other operating expenses amounted to NOK 63.3 million in 2024 as com- pared to NOK 68.7 million in 2023. Total depre- ciation, amortisation and impairment costs were NOK 37.4 million, an increase of 16% from 2023 due to the impairment of a financial asset. The Group’s operating result was a profit of NOK 48.0 million in 2024 as compared to a profit of NOK 78.4 million in 2023. This included non-re- curring costs of NOK 4.4 million in 2024 and NOK 3.0 million in 2023. Net financial items were NOK -2.8 million as compared to NOK -2.9 million in 2023. The Group’s result before tax was a profit of NOK 45.2 million as compared to a profit of NOK 75.4 million in 2023. Tax expense totalled NOK 10.3 million in 2024 as compared to NOK 18.7 million in 2023. The result for the year was a profit of NOK 35.0 million as compared to a profit of NOK 56.7 mil- lion in 2023. Our business Governance Sustainability statement Financial statements 28 ANNUAL REPORT 2024 Board of Directors’ report Research and development Itera capitalised NOK 7.5 million in research and development costs. This compares to NOK 8.8 million in 2023. Itera’s expenditure on research and development in 2024 was capitalised as it was incurred since it was considered that the requirements for capitalisation were met. The solutions principally relate to contracts entered into that have fixed future revenue associated with them or for which there is demonstrated commercial interest. Cash flow and financial position Itera’s business model typically requires modest amount of working capital and investments. Its EBITDA-to-cash conversion was 91% in 2024 and 86% in 2023. Investments are limited to some capitalised product development, fixtures and fittings related to office premises, and per- sonal and office equipment. Itera has a policy of paying out surplus cash generated as dividends to its shareholders, typically twice a year. Itera generated cash flow from operating activ- ities of NOK 73.7 million in 2024 as compared to NOK 95.7 million in 2023. The Group paid shareholders dividends totalling NOK 48.7 mil- lion (NOK 56.9 million) in 2024. At 31 December 2024, Itera had a cash balance of NOK 52.6 million as compared to NOK 49.2 million at 31 December 2023. In addition to the investment made in research and development, NOK 3.0 million was invested in 2024 in office machinery and equipment and fixtures and fittings, compared to NOK 10.9 million in 2023. The higher investment amount in 2023 was due to Itera’s new headquarters in Oslo and a remodelling of the Bryne office. Itera generally finances its investments through its generation of cash flow from operations. However, in 2023 Itera financed some of the fixtures and fittings for its new headquarters in Oslo through a five-year serial loan of NOK 5 million to preserve its dividend payout capacity. Total assets at 31 December 2024 amounted to NOK 278.7 million (NOK 299.2 million). Non-current assets were NOK 109.8 million (NOK 125.6 million). The decrease was primarily due to the depreciation of right-of-use assets. Accounts receivable were NOK 96.7 million (NOK 107.8 million). The Group’s equity at 31 December 2024 was NOK 46.7 million as compared to NOK 47.9 mil- lion at the same point in 2023. This represents an equity ratio of 16.8% as compared to 16.0% at the same point in 2023. The equity ratio with- out the right-of-use assets included under IFRS 16 was 21.6% (21.4%). Non-current liabilities totalled NOK 53.5 million (NOK 69.1 million), while current liabilities totalled NOK 178.5 million (NOK 182.2 million). Itera held 681,889 of its own shares with a mar- ket value of NOK 6.1 million at the end of 2024, while at the end of 2023 it held 1,654,281 own shares. Financial risk The Group is exposed to currency risk, liquid- ity risk and credit risk. The Group’s executive management team and the Board of Directors monitor these risk factors continually and take action as required. The revenues and expenses associated with Itera’s activities in the Nordic region are denom- inated in Norwegian kroner (NOK), Danish kroner (DKK), Icelandic krona (ISK) and Swed- ish kronor (SEK). In addition, Itera has delivery centres in Ukraine, Slovakia, Czech Republic, and Poland. The prevailing currencies in which Itera’s costs are denominated at these centres are USD, EUR, CZK and PLN respectively. The currency risk associated with this is limited by the fact that the prices Nordic customers are charged for these services are largely adjusted on a monthly basis in accordance with changes to the exchange rates. The Board of Directors considers the Group’s liquidity situation to be satisfactory and does not regard it as necessary to take further meas- ures to reduce the Group’s liquidity risk. On 31 December 2024, the Group had a net equity ratio of 16.8% (16.0%). Adjusted for balance sheet impacts of IFRS 16 Leasing, the net equity ratio was 21.4% (21.3%). Net interest-bearing debt (NIBD) at year end was NOK -48.9 million, giving a NIBD/EBITDA ratio of -0.60. This compares to the covenant of Itera’s loan credit facility of +2.25. The Group has historically incurred very low losses on receivables. However, in 2024 it recognised a loss of NOK 4.4 million related to an investment it had made into a customer partnership in the previous year. Business risk and quality leadership Global operations and risk management The Group operates worldwide, with offices in eight countries and fifteen locations across Europe. We assess and manage risks at the delivery, country, and corporate levels. Country risks and compliance Itera closely monitors and manages country- specific risks, local financial and social reg- ulations, and developments. We maintain a zero-tolerance policy on corruption and have implemented best practice data security proce- dures and checks. Our legal framework safe- guards data security and intellectual property across national borders. Our business Governance Sustainability statement Financial statements 29 ANNUAL REPORT 2024 Board of Directors’ report Macroeconomic factors Interest rates peaked in 2023, with minor reductions in some countries during 2024. Inflation significantly decreased from the high levels of 2023. Despite these improvements, the IT services industry experienced marginally neg- ative growth in most markets. Many Nordic IT services companies reduced their workforce and focused on cost reduction. Itera, however, chose to prioritize long-term growth potential over short-term profit optimisation by maintaining its workforce, believing in the strong underlying demand for digitalisation. Talent attraction and retention Talent attraction and retention remain ongoing risks. To mitigate these risks, we have expanded our geographical footprint, gaining access to new talent. We continue to invest in employer branding and to improve HR practices to enhance employee satisfaction and retention. The general market development has also eased pressure in the talent market. Cybersecurity and data privacy Cybersecurity, data loss, and privacy breaches are constant risks requiring vigilance. In 2024, no major security events were registered. We continue to enhance our security and privacy controls, implementing measures such as risk-based access control, extended endpoint detection and response, and a privacy informa- tion management system. Geopolitical risks The ongoing military invasion of Ukraine by Russia, which began in February 2022, remains a significant concern. Itera prioritizes the safety of its employees and their families, supporting relocations and ensuring customer deliveries continue without disruption. Our robust busi- ness continuity plans have proven effective, and we have expanded into the Czech Republic and Poland to mitigate risks associated with the war. Itera remains committed to its Ukrainian operations. Currency fluctuations The Norwegian krone traded at historically low levels against the US dollar and the Euro during 2024, negatively impacting the differen- tial between Nordic and distributed deliveries. Despite this, our highly skilled talent in Central and Eastern Europe, combined with Itera’s Nordic business culture and customer proximity, remains a valued option for our customers. Quality management Our quality management framework and asso- ciated policies, processes, and methods help Itera achieve high levels of customer satis- faction, employee engagement, and profita- ble growth. We apply a quality management framework that combines world-class standards with our business models. Certifications such as ISO 27001 and BCR-P (Binding Corporate Rules for Processors) exemplify our commitment to quality. Our quality management team conducts internal audits to continuously develop the Group’s capabilities, managing non-conformities and quality improvement processes as part of our approach to excellence. Shares and shareholder relations The share capital of Itera ASA is NOK 24,655,987.20 divided into 82,186,624 shares each with a face value of NOK 0.30 per share. Itera held 681,889 own shares at the end of 2024. The Group had four ongoing share options programs, the last of which was issued in 2024. The exercise prices for these programs range from NOK 12.31 per share to NOK 13.50 per share. This compares to a share price of NOK 8.94 at 31 December 2024. Since 2017 Itera has run an annual Employee Share Purchase Program for its Nordic employ- ees which gives them the right to buy shares in the company at a discount. Following changes to Norwegian tax legislation in 2022, the program was restructured to introduce a three-year restriction on selling the shares. This restriction created a fair market value discount calculated at NOK 2.81 per share (22.8%) for the 2024 program, which was offered to employees. Under the program, employees could invest up to a pre-discount level of NOK 30,000. The key objectives of these programs are to align employee and shareholder interests and to give employees an opportunity to take part in the value creation and long-term development of the Group. In total, 59 employees purchased a total of 134,496 shares through the offering in 2024. In addition, an extended share purchase program was offered to some key employees with the same terms and conditions as the gen- eral program though with the company having an option to repurchase some of the shares at market value less the original discount should the employee terminate his or her employ- ment during the lock-in period. 29 employees acquired a total of 376,320 shares under this program in 2024. Itera had 2,033 shareholders at the close of 2024. The 20 largest shareholders owned a combined total of 74 % of the share capital. An ordinary dividend of NOK 32.4 million was paid in 2024 based on the Group’s 2023 results, which is equivalent to NOK 0.40 per share. In addition, a supplementary dividend of NOK 16.3 million (NOK 0.20 per share) was paid in November 2024. The Board of Directors pro- poses the payment of an ordinary dividend of NOK 0.20 per share based on the Group’s 2024 results and will also request from the General Meeting the authorisation to pay an additional dividend later in the year. Our business Governance Sustainability statement Financial statements 30 ANNUAL REPORT 2024 Board of Directors’ report Jon Erik Høgberg, Group COO Lone Moe, System advisor, Oslo Corporate governance Itera applies corporate governance that is based on the requirements of the Norwegian Account- ing Act and the Norwegian Code of Practice for Corporate Governance. The separate section on corporate governance provides more informa- tion on how Itera complies with Section 3-3(b) paragraph 2 of the Norwegian Accounting Act and the provisions of the Norwegian Code of Practice for Corporate Governance. The Board of Directors of Itera ASA held eight board meetings in 2024. The Board of Directors has two subcommittees, namely the Audit Committee and the Remuner- ation Committee. The Audit Committee consists of two board members and held five meetings in 2024. The Remuneration Committee consists of two board members and held three meetings in 2024. The Remuneration Committee prepares matters and makes recommendations to the Board regarding the CEO’s remuneration. The Remuneration Committee acts as an advisory body for the CEO on compensation-related issues and other significant personnel questions related to the executive management. Further information on this area is provided in the Corporate governance report Page 34 Our business Governance Sustainability statement Financial statements 31 ANNUAL REPORT 2024 Board of Directors’ report Directors’ and officers’ liability insurance Itera has signed a directors’ and officers’ liabil- ity insurance agreement with AIG covering the Board of Directors and executive management. The insurance will cover damages amounting to NOK 50 million for each incident and accumu- lated over the insurance period (one year). PARENT COMPANY Financial results Internal support processes and shared solu- tions are structured as Group Functions in the parent company Itera ASA in areas where this facilitates significant economies of scale and synergies. The scope of the Group Functions is managed in line with the Group’s require- ments, and they cover areas such as account- ing/finance, HR, communication, marketing, security, quality management, and internal IT. The parent company’s operating revenue of NOK 61.0 million (NOK 61.5 million) was related to sales of these services to other Group companies. The parent company’s operating result was a loss of NOK 6.0 million (NOK 6.8 million). Its operating loss reflects the costs of owning the subsidiary companies and being listed on the Oslo Stock Exchange. As the owner, the parent company receives group contributions and dividends from the subsidiary companies. In 2024, the parent company received group contributions and dividends totalling NOK 47.2 million (NOK 72.5 million). The parent company’s profit before tax was NOK 37.9 million (NOK 63.7 million) and the profit after tax was NOK 38.0 million (NOK 63.5 million). Profit allocation The Board of Directors proposes that the profit of NOK 37,949k recorded by the parent com- pany Itera ASA is allocated as follows: • NOK 16,437k to ordinary dividend • NOK 16,437k to supplementary dividend paid in 2024 • NOK 5,075k to other equity The book value of the parent company’s investments in the subsidiary companies is NOK 123.5 million. The parent company administers the Group bank account system. The Group’s positive cash flow also appears as an increase in the liquid assets held by the parent company as this shows the combined bank deposits held in the Group bank account system. The parent company reports the bank deposits held by the subsidiary companies in the Group bank account system as liabilities to Group companies. The Norwegian companies are also jointly VAT reg- istered, and the parent company is responsible for paying VAT on behalf of all these companies. The total VAT liability is reported as a liability on the parent company balance sheet but is offset by intragroup receivables due from subsidiaries. The parent company’s headcount at the end of 2024 was 21 as compared to 22 at the end of 2023. 14 of the 21 employees are women. Absence due to sickness in 2024 was 6.2% as compared to 3.5% in 2023. No accidents or injuries occurred during the year. The Board considers the working environment to be good as supported by the company’s employee satis- faction score. It is the opinion of the Board of Directors that the annual accounts provide a true and fair view of the parent company’s activities in 2024 and its financial position at the end of the year. Outlook The company’s overall core strategy of devel- oping large, long-term customer relationships, increasing the number of engagements which involve the full range of Itera’s services, and using our Digital Factory at Scale and distributed delivery model across borders in the Nordics and Central and Eastern Europe, remains unchanged. Itera has over time developed a unique position in Ukraine and is utilising its strong relationships with the Ukrainian authorities and senior man- agement teams in Nordic industries to enable the green transition through new industrial soft- ware solutions and services for the rebuilding of Ukraine once the invasion is over. Itera is acting as an advisor and agent to Nordic companies that wish to build a presence in Ukraine and tap into the many EU and UN funded grants availa- ble. The energy authorities in Ukraine have also of their own initiative entered into a Memo- randum of Understanding (MOU) with Itera for Itera to act as a mobiliser for the Nordic energy industry’s increased support for Ukraine. Itera expects its new business line Enter Ukraine with Itera to generate significant revenue in the quarters to come. For the past 18 months or so, the overall market has been softer than we have experienced in recent years, leading Itera, as well as most other players, to curb or downsize their capacity. With our focused effort on delivering more and broader sales activities and Itera’s strong posi- tioning in terms of its services and capabilities, we have succeeded in winning some significant new and extended agreements during the last few months and see a growing pipeline of prom- ising opportunities both in the Nordic markets and in relation to supporting Nordic companies that wish to enter the Ukrainian market. We are seeing an increasing number of tenders in Our business Governance Sustainability statement Financial statements 32 ANNUAL REPORT 2024 Board of Directors’ report Oslo, 24 April, 2025 The Board of Directors and the CEO of Itera ASA Morten Thorkildsen Chairman of the Board Gyrid Skalleberg Ingerø Board member Lise Eastgate Board member Helge Leiro Baastad Board member Åshild Hanne Larsen Board member Arne Mjøs Chief Executive Officer Jan Erik Karlsson Board member Andreas Vestre Board member the market, which indicates that demand is on the increase. With our scalable model, Itera is well positioned and is currently participating in several substantial RFIs/RFPs. There is a gradual shift taking place in the nature of the demand for managed services. As businesses seek greater resilience, face a war for talent, and need to digitise and experience cost pressures, strategic managed services are increasingly a top management priority. Lev- eraging the substantial investment that it has carried out in its Cloud and Application Services, Itera expects to see a gradual improvement in its profitability once the volume of migration and modernisation engagements reaches critical mass. Itera opened an office in the Stavanger region, Norway, during the fourth quarter to be closer to customers there. As part of this, Itera acquired the consulting company Revoltr AS and the related recruitment company Mosaique Headhunting Stavanger AS. This will provide a platform for Itera to expand more quickly in the region. The Stavanger region office is headed by a manager with a proven track record of building a sizeable IT consulting business. The compa- nies were consolidated into Itera from the date of the transaction with no material impact on financials in 2024. Any forward-looking statements and outlooks made by the Board are based on its assess- ments at the time of reporting of the future development of the company and the market. These are inherently subject to significant uncertainty. Approval of the Board of Directors’ report The Board of Directors’ report also include the sections on Corporate governance (p. 34-39) and Sustainability statements (p. 59-135). Our business Governance Sustainability statement Financial statements 33 ANNUAL REPORT 2024 Board of Directors’ report Corporate governance The Board of Directors and execu- tive management of Itera ASA carry out an annual review of the princi- ples for corporate governance and how they function within the Group. Itera provides here an account of its principles and practice for corpo- rate governance pursuant to Section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance (NUES) as issued on 14 October 2021. The Norwegian Code of Practice for Corporate Governance is available on www.nues.no/english A description of how Itera complies with the 15 recommendations set out in the Code of Practice for Corporate Governance is provided below. 1. Implementation and reporting on corporate governance Itera ASA’s principles for corporate governance ensure an appropriate division of roles and good collaboration between the company’s owners, its Board of Directors and its executive manage- ment as well as satisfactory control of its activ- ities. This helps to ensure the greatest possible value creation over time in the best interests of owners and other stakeholders. The company’s ethical guidelines address conflicts of interest, relationships with custom- ers, suppliers and the media, inside information issues and other relevant financial interests of a personal nature. The ethical guidelines apply to all employees of the Itera Group. Itera’s employees increasingly regard non-fi- nancial incentives as important. Itera’s man- agement principles therefore contain a clear set of values for employees to identify with. Itera also focuses on making social and moral considerations part of its business processes. This means that customers or projects may be rejected on account of their being in conflict with the Group’s set of values and vision, which is: ‘Make a difference’. This applies to all the contexts in which Itera is present; the aspira- tion is for Itera’s employees to view working at Itera as more than just a job, for its customers to find real value in collaborating with Itera, for its owners to receive a greater return from their investment than would be the case with other comparable investments, and for the company to make a positive contribution to the economic and social development of the local environ- ments in which it operates. The executive management and the Board conduct an annual review of the corporate gov- ernance as part of the preparation of the annual report. Itera complies with the Norwegian Code of Practice for Corporate Governance with no material deviations from the Code’s recommen- dations, with the exception of the deviations set out in sections 6 and 14. Aimée Skevik, Director Technology, Oslo Our business Governance Sustainability statement Financial statements 34 ANNUAL REPORT 2024 Corporate governance 2. Business (No deviation from the Code) Itera is a dynamic team of business advisors, designers, and technologists. Itera delivers projects and services in cross-functional teams to organisations that see the instrumental contribution that innovation, efficient commu- nication and smart utilisation of technology can make to achieving their ambitions. Itera’s core sectors are banking and insurance, energy and utilities, industry, the public sector, healthcare, and retail. The company’s Articles of Association are available on its website www.itera.com/en/investor-relations#it- era-share in the Policies section The Board monitors the progress of the compa- ny’s ESG strategy and its associated processes and reporting. The Board includes these issues in its discussions relating to strategy, risk and performance. The annual report contains details of the com- pany’s goals and strategies, and the financial markets are provided with continual updates by the company’s quarterly presentations. 3. Equity and dividends (No deviation from the Code) The company’s capital situation is kept under constant review in relation to its objectives, strategy and desired risk profile. The company’s objective is to generate a competitive return for its shareholders through dividends and increases in the share price that is in line with comparable investments. Itera’s dividend policy is intended to strike a balance between capital adequacy and providing share- holders with a reasonable return. The compa- ny’s current dividend policy is to distribute at least 50% of the Group’s adjusted annual profit after tax. Payment of the annual dividend is dependent on the company’s financial situation, its working capital requirements and invest- ment/acquisition opportunities. The Annual General Meeting approves the annual dividend based on a proposal from the Board of Direc- tors. For 2024, the Board of Directors proposes the payment of an ordinary dividend of NOK 0.20 per share. The Board of Directors has also resolved to ask the Annual General Meeting to renew its authorisation to pay a supplementary dividend for 2024 if the Group’s financial situa- tion makes this possible. At the Annual General Meeting in 2024, the Board of Directors was granted authorisation to increase the company’s share capital by up to NOK 1,232,799 by issuing for subscription up to 4,109,331 new shares with a nominal value of NOK 0.30. The authorisation is effective until 30 June 2025 and replaced the authorisation approved by the Annual General Meeting held on 24 May 2023. The Board is authorised to waive the preferential rights of shareholders pursuant to Section 10-4 of the Norwegian Public Limited Companies Act. The authorisa- tion also covers capital increases for non-cash payment or other special subscription terms pursuant to Section 10-2 of the Norwegian Public Limited Companies Act. The authorisation also covers resolutions in connection with merg- ers pursuant to Section 13-5 of the Norwegian Public Limited Companies Act. At the same Annual General Meeting, the Board of Directors was granted authorisation to buy back own shares up to a nominal value of NOK 1,232,799, equivalent to 4,109,331 shares each with a face value of NOK 0.30. The authorisation is effective until 30 June 2025 and replaced the authorisation granted at the Annual General Meeting held on 24 May 2023. The authorisation was used to buy back 476.500 shares in March 2025 for the purpose of employee option and share purchase programs. The Board of Directors as part of its prepara- tions for the Annual General Meeting carries out an annual review of whether it should ask for authorisation from the Annual General Meeting to increase the company’s share capital and/ or to be allowed to buy back own shares. Any authorisation is normally granted for one year, and the basis for such authorisation must be clearly communicated at the Annual General Meeting. 4. Equal treatment of shareholders and transactions with close associ- ates (No deviation from the Code) The company is committed to treating all shareholders equally. There is only one class of shares. The Articles of Association do not impose any restrictions on voting rights. Treating all shareholders equally is regarded as impor- tant. All information liable to influence the com- pany’s share price is published through the Oslo Stock Exchange’s information system and on the company’s website. The company’s transactions in its own shares (share buy-backs) are carried out through the stock exchange at market rates, except in cases of exercising buy-back options in discontinued employee share incentive programs. The Board will normally obtain independent valuations for any material transactions involving the company and its shareholders, members of the Board, executive personnel or close associates of such parties. Our business Governance Sustainability statement Financial statements 35 ANNUAL REPORT 2024 Corporate governance 5. Shares and negotiability (No deviation from the Code) Itera shares are listed on the Oslo Stock Exchange and are freely negotiable. Itera has one class of shares, and each share equals one vote at the General Meeting. The shares have no trading restrictions in the form of Board consent or ownership limitations. The Articles of Asso- ciation of Itera ASA contain no restrictions on negotiability or voting rights and all shares have equal rights. According to the conditions in the Share Pur- chase Program offered to selected managers and key personnel in 2022, 2023 and 2024, a three-year lock-in period applies to ownership of the shares purchased under this program. Itera has a buy-back option on the shares in cases where the employee terminates his or her employment with Itera during the lock-in period. Itera considers that such trading limita- tion does not cause disturbances in the market due to the limited scope of the programs and thus that there is no deviation from the NUES recommendation. 6. Annual General Meeting All shareholders are entitled to participate in the Annual General Meeting. Arrangements have been made that allow shareholders to vote in accordance with their ownership through a legal representative or proxy. All shares in the company carry equal voting rights. There are no ownership restrictions, and the company is not aware of any shareholder agreements. Minutes from the Annual General Meeting are made available using the Oslo Stock Exchange’s information system and on the company’s website www.itera.com/ en/investor-relations#reports-and-presentations NUES recommends that the Annual General Meeting should vote separately on each individ- ual candidate for any corporate bodies to which members are elected. Itera’s practice is for the entire Board to be elected. The reason for this is that the Nomination Committee wishes to ensure that the composition of the Board is based on complimentary experience and skills and therefore regards its recommendation for Board members as a unity. 7. Nomination Committee (No deviation from the Code) The Annual General Meeting has established a Nomination Committee in accordance with Itera’s Articles of Association. The Annual Gen- eral Meeting issues the mandate for the work of the Nomination Committee. The Nomination Committee nominates candidates for appoint- ment to the Board of Directors for consideration by the Annual General Meeting. The nomina- tions are required to provide relevant infor- mation about the candidates’ background and independence. The Nomination Committee also makes proposals regarding the remuneration paid to members of the Board. The remunera- tion paid to the Nomination Committee is deter- mined by the Annual General Meeting. The members of the Nomination Committee are Eli Giske, Øivind Skallerud and Kim-Kjetil Grøsland. No Board members or Itera manage- ment employees are members of the Nomina- tion Committee. The Nomination Committee publishes an invi- tation to submit proposals for candidates for election to the Board on the company’s website. 8. Board of Directors: Composition and Independence (No deviation from the Code) Itera does not have a corporate assembly. Itera’s Articles of Association state that the company is to have a Board of between five and seven members. The Board currently has seven members, five of whom are elected by share- holders at the Annual General Meeting. Itera’s employees are represented by two employee members electives and two observers. Forty percent of the shareholder-elected board mem- bers and fifty percent of the employee-elected board members and observers are women. In total, 43% of the board members are women. It is regarded as important for the Board to be balanced in terms of its members’ expertise, experience and backgrounds in relation to areas that are of relevance to the company’s activities. It is also desirable for the composition of the Board to reflect both the company’s ownership structure and the need for independent rep- resentatives. The current Board includes five members elected by shareholders at the com- pany’s Annual General Meeting, and its compo- sition satisfies the independence requirements set out in the Norwegian Code of Practice for Corporate Governance. No member of the exec- utive management is a member of the Board. An overview of the board members’ shareholdings in Itera is provided in the Remuneration Report. It is also regularly updated in the Investor Relations section on itera.com. Our business Governance Sustainability statement Financial statements 36 ANNUAL REPORT 2024 Corporate governance 9. The Work of the Board of Directors (No deviation from the Code) Board Responsibilities The Board holds ultimate responsibility for for- mulating and implementing the group’s strategy and activities, encompassing organisational structure, remuneration policy, and risk man- agement. Additionally, the Board is accountable for overall control and supervision. The duties and obligations of the Board are determined by relevant legislation, the articles of associa- tion of the parent company, and mandates and instructions established by the general meeting. These responsibilities can be categorised into two primary areas: 1. Group Management: In accordance with Section 6, Sub-section 12 of the Public Limited Companies Act, the Board is responsible for managing the group’s operations. 2. Supervision: As per Section 6, Sub-section 13 of the Public Limited Companies Act, the Board is entrusted with the task of supervision. The Board has approved an annual plan that outlines its focus areas, which include devel- oping the group’s strategy and monitoring its implementation. Furthermore, the Board exer- cises supervision to ensure the group’s achieve- ment of business objectives and effective risk management. Significant or exceptional matters related to the group’s activities are discussed during board meetings. In 2024, a total of eight board meet- ings were held with an attendance rate of 98%. Board Instructions In compliance with the Public Limited Compa- nies Act, the division of roles and responsibil- ities within the Board is formalised through a mandate that provides specific rules and guide- lines for the Board’s decision-making process. The chairperson is responsible for ensuring the Board’s efficient and proper functioning in accordance with applicable legislation. Additionally, an independent chairperson is appointed to lead discussions on matters where the chairperson is disqualified or unable to attend. Related Party Agreements In accordance with the Public Limited Compa- nies Act, the Board bears the responsibility for examining all agreements between the group and related parties. Thorough consideration of such agreements aims to identify and address potential conflicts of interest, preventing any transfer of value from the group to related parties. Conflicts of Interest and Disqualification The Board is accountable for maintaining aware- ness of significant interests within the group to ensure impartial and reliable decision-making. Directors and the Chief Executive must abstain from participating in matters where they have a substantial personal interest. Please refer to the disqualification rules outlined in the Public Limited Companies Act. Chief Executive Instructions The Board is responsible for appointing the Chief Executive and establishing instructions, authorities, and terms of reference for the role. Financial Reporting The Board receives periodic reports that provide commentary on the group’s financial status. Interim reporting adheres to the deadlines set by the Oslo Stock Exchange. Chairperson’s Role The chairperson is responsible for organising board work effectively and ensuring the Board fulfils its duties. The Chief Executive collabo- rates with the chairperson in preparing matters for board consideration. The chairperson also has responsibilities related to the conduct of general meetings. Board sub-committees Audit Committee The Board has established an Audit Committee in accordance with Itera’s Articles of Associa- tion. The Committee has two members. Its man- date is to supervise the company’s reporting procedures and to assess the effectiveness of internal control and risk management activities. The Audit Committee also supervises the adher- ence to sustainability reporting requirements. The Audit Committee is in regular contact with the auditors and ensures the auditors are inde- pendent. The company has separate auditors for financial and sustainability reporting. The Audit Committee reports to the Board. Members of the Board have access to all relevant docu- mentation as well as to the minutes of all Audit Committee meetings. The members of the Audit Committee are Gyrid Skalleberg Ingerø (chair) and Helge Leiro Baastad. Remuneration Committee The Board has established a Remuneration Committee to develop and coordinate the Group’s remuneration systems. The Remuner- ation Committee has two members – Jan-Erik Karlsson (chair) and Morten Thorkildsen. Our business Governance Sustainability statement Financial statements 37 ANNUAL REPORT 2024 Corporate governance 10. Risk management and internal control (No deviation from the Code) Risk management and internal control are carried out by the Group using a range of pro- cesses, both at Board level and by the Group’s executive management. The Audit Committee monitors risk management and internal control on behalf of the Board in ways that are addi- tional to the reports and discussions on the issue at Board meetings. Risk management The Board is regularly updated on risk manage- ment at its meetings, by routine financial reports and by the reports produced by the executive management on the Group’s business activities. The Board also assesses the need for measures to be taken in response to risk factors. The basis of risk management at Itera is that the CEOs of the companies that form the Group are responsible for risk within their individual companies and must therefore have necessary knowledge and understanding of their compa- nies’ risk profiles, so that these companies can be managed in a financially and administratively responsible way. The CEO and CFO continually assess the finan- cial results of the various business areas, the extent to which they are meeting the objectives that have been set, critical situations and events that might influence the future performance of the company, and whether optimal use is being made of resources. The CEO and CFO carry out this work in close cooperation with the manage- ment of the individual units. Internal control The Board assesses the internal control systems and considers the most important risk factors facing the company as part of the budget plan- ning and budget approval process. The Group has in recent years pursued a growth strategy and the Board is committed to ensuring that all the Group’s activities are covered at all times by internal control systems. The senior management of the subsidiary companies are responsible for ensuring there are appropriate and effective internal controls that meet all applicable requirements and are responsible for ensuring compliance with the internal control requirements. Accounting & Finance, HR, IT and Communica- tions are organised as common Group Functions across the Group. This ensures there is inter- nal control across the companies and across national borders. The CFO and the Finance Man- ager are responsible for continually assessing whether the accounting routines are functioning as required, including controlling reconciliations and analysing and monitoring a range of KPIs. The reports produced by the subsidiary compa- nies are consolidated on a monthly basis, and analyses are carried out as part of the reporting process, with action taken as required. Report- ing is carried out using the Group’s standard reporting template, with consolidation being carried out using spreadsheets. The CEO and CFO continually assess the finan- cial results of the various business areas, the extent to which they are meeting the objectives that have been set, critical situations and events that might influence the future performance of the company, and whether optimal use is being made of resources. Meetings are held with the subsidiary companies every quarter to review these topics and others, and also to consider the risks related to financial reporting, over both the short and long term. The CEO, CFO, COO, the management of the subsidiary companies and relevant experts participate in these meetings, which are led by the CEO. The COO proposes any risk-reduction measures that are required on the basis of the companies’ financial reports and any follow-up meetings that are held. 11. Remuneration of the Board of Directors (No deviation from the Code) The Nomination Committee makes recommen- dations to the Annual General Meeting regarding the remuneration paid to the Board of Directors. The remuneration paid to the members of the Board is determined by the Annual General Meeting once it has considered the proposals of the Nomination Committee. The remuneration paid to the Nomination Committee is deter- mined by the Annual General Meeting once it has considered the proposals of the Board. Information on the remuneration paid to the members of the Board and their shareholdings can be found in the Executive Remuneration Report which forms a part of the annual report. NUES recommends that members of boards of directors should not participate in any incentive or share option program. Employee-elected Board members at Itera may be part of incentive and/or share option programs in their capacity as employees. Inclusion in such programs may occur prior to or after the employee’s election to the Board. Itera considers such inclusion to be independent of and unrelated to the employee’s Board position and thus not to be in violation of the NUES recommendation. Our business Governance Sustainability statement Financial statements 38 ANNUAL REPORT 2024 Corporate governance 12. Remuneration of executive per- sonnel (No deviation from the Code) The Board has produced guidelines on the remuneration of executive personnel in accord- ance with the rules set out in Section 6-16a of the Public Limited Liability Companies Act. The Company’s Remuneration Committee is involved in the process of determining the remuneration paid to executive personnel. Details of the Board’s guidelines on the remuneration of executive personnel are set out in a separate Executive Remuneration Report Page 44 13. Information and communica- tions (No deviation from the Code) The company strives to provide accurate and sufficiently comprehensive information every quarter and to publish it with no undue delay. The company normally publishes quarterly fig- ures within seven weeks of the end of a quarter. The company’s provisional annual accounts are published in February. Presentations for each quarter are streamed online in both English and Norwegian and can be watched live or at a later time. The notice calling the Annual General Meeting and the annual report are made available on the company’s website three weeks prior to the date of the Annual General Meeting as well as through the messaging system of the Oslo Stock Exchange. The company strives to publish information in a non-discriminatory and simultaneous man- ner. The company maintains regular dialogue with shareholders, analysts and other parties. The company takes a cautious approach in its contacts with these parties. The company limits its communication with investors and analysts in the thirty days prior to the publication of an interim report. In addition, the company does not issue comments to the media or any other parties about the Group’s results during this period. This is to ensure all market participants concerned are treated equally. 14. Take-overs The Board of Directors is committed to the equal treatment of shareholders and will ensure open- ness with respect to any potential takeover of the company. In the event of a takeover bid for Itera, the Board of Directors and executive man- agement will seek to ensure all shareholders have access to sufficient information for them to be able to form a position on the bid. The Board has not issued separate guidelines on how it would operate in the event of a formal takeover bid, but it would conduct itself in accordance with the relevant provisions and recommenda- tions set out by legislation and the Norwegian Code of Practice for Corporate Governance. The Board regards this as sufficient to ensure that shareholders’ interests are safeguarded in an equal and proper manner. The Board will inform shareholders of its opinion of any bid, and the Board will in connection with this inform shareholders about whether they themselves wish to accept the offer should they have taken a position on it. 15. Auditor (No deviation from the Code) The company has elected PwC as its primary external auditor. PwC audits all the companies in the Group that are subject to statutory audit. BDO has been elected as the company’s auditor for sustainability reporting. The auditor participates in meetings with the Audit Committee when needed. The auditors prepare reports for the Audit Committee and the Board. These reports include an audit plan, an assessment of internal control at the company and a review of signifi- cant accounting principles and estimates. The auditors attend the Board meeting at which the annual accounts are considered. The primary auditor attends the Annual General Meeting. Information about the fees paid to the primary auditor can be found in the annual report. Yulia Protsko, Employer Branding Lead, Kyiv Our business Governance Sustainability statement Financial statements 39 ANNUAL REPORT 2024 Corporate governance Remuneration report Key developments in remuneration in 2024 41 Remuneration of the Board of Directors 42 Remuneration of Executive Management 44 Remuneration and Group Performance 2020–2024 49 The Board of Directors’ statement on the Remuneration Report 51 Bent Hammer, CFO Arne Mjøs, CEO and Founder Our business Governance Sustainability statement Financial statements 40 ANNUAL REPORT 2024 Key developments in remuneration in 2024 Overall Group performance in 2024 Itera’s revenue contracted by 3% to NOK 849 million in 2024. The operating margin (EBIT margin) decreased from 9.0% to 5.8%. The decrease in Itera’s revenue and margins can largely be attributed to many of our key cus- tomers cutting back on their IT spending, causing idle capacity despite our reduction in headcount. Key developments in Board remuneration in 2024 At the Annual General Meeting in May 2024 all five of the external members of the Board were re-elected. Both employee-elected members as well as one of the two observers to the Board were replaced by new members. The tenure of employee-elected board members and observ- ers is for two years. The gender balance on the Board was 43% women. The Annual General Meeting approved an adjustment to the Board remuneration level for 2023/2024 of 4.2% for the shareholder-elected members and of 4.3% for the employee-elected members, as a CPI adjustment rounded to the nearest thousand NOK. The remuneration for membership of sub-committees was NOK 2,000 for the Audit and Nomination Committees and NOK 1,000 for the Remuneration Committee. These remuneration levels are approved in arrears by the Annual General Meeting for the past twelve months. The changes increased the base fees, Board committee fees and Nomination committee fees from NOK 1,378,000 to NOK 1,689,000, which represents an increase of 4.5% excluding the impact of adding another board member. All remuneration paid to the Board in 2024 was in line with the approved Remuneration Policy. The remuneration paid to the Board and Nomi- nation Committee for 2024 was NOK 1,732,500 compared to NOK 1,559,000 in 2023. There were no consulting fees charged by any of the Board members in 2024. A total of NOK 1,500 of Board fees from 2024 were outstanding at year end due to a payout error. The reimbursement of travel expenses for an international Board member has not been included as they purely represent coverage of out-of-pocket costs. Key developments in executive remuneration in 2024 All the remuneration paid to the Executive Man- agement in 2024 was in line with the approved Remuneration Policy adopted by the AGM in 2021. The total remuneration paid to Executive Management amounted to NOK 12.1 million as compared to NOK 11.8 million in 2023. This included costs for long-term incentive plans of NOK 0.2 million (NOK 0.3 million), short-term incentives of NOK 1.0 million (NOK 1.9 million) were paid out on the basis of performance in 2023. This represented between 89% and 99% of the targets set for the various executives. The CEO received 44% of his targeted short-term incentives. Accruals have been made for short- term incentives based on the performance in 2024 ranging from 33% to 41% of the targets. The CEO reached 35% of his targets for the year. Payments of the short-term incentives for 2023 were made in March of 2024. The scope and remuneration for this are described in the section called Board remuneration in 2024 Page 43 Jessica Elvira Carlsson, Head of Architecture, Oslo Our business Governance Sustainability statement Financial statements 41 ANNUAL REPORT 2024 Remuneration report Remuneration of the Board of Directors Remuneration policy The Group’s Remuneration Policy adopted at the Annual General Meeting in May 2021 provides the framework for the remuneration of the Board of Directors (the Board) in 2024. The policy is available on itera.com, under the General Assembly section of the Investor Relations pages: Executive Remuneration Policy 2021 (English) There was no deviation from the Remuneration Policy in the 2024 remuneration of the Board. Remuneration composition The remuneration of Itera’s Board comprises fixed fees for the Chairperson, sharehold- er-elected members and employee-elected members and fixed fees for chairs and members of sub-committees to the Board. In addition, the Board members are compensated for any docu- mented international travel expenses. The remuneration of the Board and its sub-com- mittees is approved annually in arrears by the Annual General Meeting (AGM) held in May for the 12-month period since the last AGM. The Board members receive an advance in the amount of 50 percent of last year’s fees at the beginning of the period and the remaining fees along with the sub-committee fees after the AGM approval the following year. NOK thousand Board Audit Committee Renumeration Committee Nomination Committee Chair 396 34 22 44 Member 249 28 17 28 Member (employee elected) 48 Board members are authorised to enter into limited consulting agreements with the Group in the event the Group requests services that clearly go beyond the scope of normal Board work. In such cases, the Board member will sign a separate agreement with the Group for the scope of work and remuneration for this. The entire Board will be notified if any such agree- ments are entered into and the rationale behind this. No such agreement was entered into during 2024. Details of the program are found in the section called Short-term incentive program 2024 Page 45 Board and committee fee levels 2023/2024 The following fee structure was approved by the Annual General Meeting on 25 May 2024 for the term May 2023-May 2024: Yaroslav Samoilenko, Developer, Kyiv Our business Governance Sustainability statement Financial statements 42 ANNUAL REPORT 2024 Remuneration report Board remuneration in 2024 The table below includes the actual total remuneration for each Board member in 2024. The Nomination Committee proposes the fees for approval by the Annual General Meeting. The fixed base fees paid include a reconciliation of the payments made on-account in respect of the second half of the previous year. Annual fixed base fees were increased at the Annual General Meeting in May 2024 by 4.2% for the Board chair and the shareholder-elected Board members, whereas employee-elected Board members received an increase of 4.3%. As fees are approved retroactively for the term since the last Annual General Meeting, the fees paid in 2024 include a reconciliation in respect of the second half of 2023. Shareholdings by the Board As of 31 December 2024, the Board held shares in Itera as follows: ) BC = Board chair, BM = Board member, BM-E = Board member – employee elected, AC = Audit Committee chair, AM = Audit Committee member, NC = Nomination Committee chair, NM = Nomination Committee member, RC =Remuneration Committee chair, RM = Remuneration Committee member The market value is based on the closing value per share price of NOK 8.94 per 31 December 2024. The holdings include any shares held through own investment companies. NOK thousand Role Fixed base fee Fixed base fee Ad hoc consulting Total Morten Thorkildsen BC, RM 410 17 427 Jan-Erik Karlsson BM, RC 258 22 280 Gyrid Skalleberg Ingerø BM, AC 257 34 291 Helge Leiro Baastad BM, AC 254 28 282 Åshild Hanne Larsen BM 254 254 Lise Eastgate (H2) BM-E 24 24 Andreas Vestre (H2) BM-E 24 24 Siren Tønnesen (H1) BM-E 26 26 Joachim Trøbråten (H1) BM-E 26 26 Total Board 1,532 101 0 1,633 At the beginning of the year Additions during the year Sold/ transferred during the year At the end of the year Market value NOK thousand Morten Thorkildsen 66,998 0 0 66,998 599 Jan-Erik Karlsson 320,376 0 0 320,376 2,864 Gyrid Skalleberg Ingerø 38,000 22,000 0 60,000 536 Helge Leiro Baastad 0 0 0 0 0 Åshild Hanne Larsen 0 0 0 0 0 Lise Eastgate (H2) 20,739 0 0 20,739 185 Andreas Vestre (H2) 6,200 0 1,500 4,700 42 Total 452,313 22,000 1,500 472,813 4,227 Nomination Committee Eli Giske NC 44 44 Kim Kjetil Grøsland NM 28 28 Bjørn Wicklund NM 28 28 Total Board 1,532 201 0 1,733 Our business Governance Sustainability statement Financial statements 43 ANNUAL REPORT 2024 Remuneration report Remuneration of Executive Management Remuneration principles The Remuneration Policy adopted by the Annual General Meeting in May 2021 provided the framework for the remuneration of Itera’s Executive Management in 2024. The Remuner- ation Principles are available on itera.com, in the Investor Relations section (under General Assembly): Executive Remuneration Policy (English). The remuneration of Itera’s executives in 2024 did not deviate from the Remuneration Principles and was therefore in line with the Remuneration Policy. Remuneration composition Remuneration packages for executives comprise a base salary, a short-term cash-based incen- tive scheme, a long-term share-based incen- tive scheme, a pension contribution (standard scheme for all Norwegian Group entities) and other benefits. The fixed remuneration ena- bles the executives to take decisions with a long-term perspective in mind without undue considerations for short-term incentives. The variable remuneration is designed to promote performance in line with the Group’s strategy and to further align the interests of executives and shareholders. Base salary The Norwegian parent and subsidiary com- panies in which every one of the Executive Management are employed have annual salary adjustments with effect from 1 July each year. For the CEO and one other executive the value of a company car is included in base salary. Short-term incentives Itera has short-term incentive programs in the form of cash bonuses linked to the achievement of performance targets set by the Board at the beginning of the year. For executives the target short-term incentives are 15-26% of base salary. Pension All employees in Norway, including members of the executive management, have a defined contribution pension plan. The contribution is defined on the basis of the National Insurance basic amount, which is index adjusted every May. The basic amount was increased from NOK 118,620 to NOK 124,028 on 1 May 2024. Itera contributes 4% of an employee’s base salary up to 7.1 times the basic amount (currently up to NOK 880,599) and 9.5% of base salary in the range of 7.1 to 12 times the basic amount (cur- rently NOK 880,599 to NOK 1,488,336). Benefits Benefits include low-value taxable benefits received by all Norwegian employees, such as coverage of broadband expenses, life and travel insurance, canteen contribution, etc. Long-term incentives Itera uses long-term incentives (LTI) in the form of share option and/or share purchase pro- grams to attract and retain executives and key employees and align their incentives with those of the shareholders. In 2024, one executive was awarded 75,000 share options. 1/3 of the options may be exercised after 3 years and the remaining after 4 years, both during a two-week window. The options will be retired if the executive leaves the Group before having exercised the eligible options. The strike price was set to the weighted average stock price in the two weeks prior to being awarded. The strike price is not adjusted for any dividends paid in the period. Three executives accepted an offer to purchase 21,000-50,000 restricted shares each. The restrictions include a prohibition on selling the shares for 3 years after the acquisition date and Itera has the option to buy back the shares should the executive resign from the Group in this 3-year period. The offer price of the shares was set to the weighted average stock price in the two weeks prior to the transaction, less a market valuation discount calculated at 22.8% as a result of the restrictions on the shares. In the event that Itera makes use of its option to buy back the shares from an executive who resigns, the price will be set at the then-current weighted average share price the two weeks prior to calling the option, less the original discount. If the participant resigns from the Group after 2 years but before 3 years after the transaction, Itera’s buy-back option is only applicable to 1/3 of the shares. Given that the discount is an objec- tively calculated valuation discount, this would not trigger any taxable gain on the part of the participant, nor any social security charges for the Group. As such, the participation is not visible in the remuneration overview of the executives. One employee-elected Board member opted to participate in the general Employee Share Purchase Program with the similar threeyear restriction on selling and resulting valuation discount but without the buy-back option. Under this program, employees could purchase up to 2,383 shares. Executive remuneration benchmark Executive remuneration will be evaluated annu- ally against other listed IT Consulting and other relevant companies in the Nordic. For 2024, the Board decided to increase the salaries of exec- utive management by an average of 5.0%. The Board will continue to monitor developments in compensation at comparable companies as well as considering the performance of the company. Our business Governance Sustainability statement Financial statements 44 ANNUAL REPORT 2024 Remuneration report Executive remuneration in 2024 For 2024, the short-term incentive program and performance was as follows for the executive management: NOK thousand Base salary Short- term incentive Pension Benefits Benefits Long- term incentive Total Fixed Variable Arne Mjøs (CEO) 3,051 276 108 20 3,455 0 3,455 92% 8% Bent Hammer (CFO) 2,039 121 110 20 2,290 148 2,438 89% 11% Mette Mowinckel (CHRO) 1,540 86 112 20 1,758 26 1,784 94% 6% Jon Erik Høgberg (COO) 2,151 133 102 17 2,403 0 2,403 94% 6% Anine Ragnif (COO Norway) 1,737 98 106 17 1,958 69 2,026 92% 8% Total 10,518 714 511 94 11,864 242 12,107 92% 8% Executive KPI Weight Performance index Pending payout (NOK thousand) Arne Mjøs (CEO) Group revenue growth 50% 25% 100 Group EBIT margin 50% 44% 176 Total 100% 35% 276 Bent Hammer (CFO) Group revenue growth 50% 25% 44 Group EBIT margin 50% 44% 77 Total 100% 35% 121 Mette Mowinckel (CHRO) Group revenue growth 50% 25% 31 Group EBIT margin 50% 44% 55 Total 100% 35% 86 Jon Erik Høgberg (COO) Group revenue growth 40% 25% 40 Group EBIT margin 40% 44% 71 Nearshore EBIT margin 20% 28% 22 Total 100% 33% 133 Anine Ragnif (COO Norway) Group revenue growth 40% 25% 30 Group EBIT margin 40% 44% 53 Utilisation Norway 20% 25% 15 Total 100% 33% 98 CEO = Chief Executive Officer, CFO = Chief Financial Officer, COO = Chief Operating Officer, CHRO = Chief Human Resource Officer The short-term incentive amounts shown are the amounts accrued based on the current year’s (2024) performance. Long-term incentives represent the vested share option costs. 2024 Short-term incentive program Itera has short-term incentive programs in the form of cash bonuses. Such incentive programs are in place for both executives and non-executives. The Group monitors a wide range of financial and non-financial targets. Each year Itera decides on 2-5 specific financial and/or operational targets (Key Performance Indicators – KPIs) which are regarded as particularly important for the Group’s performance and future development. These form the basis of the short-term incentive pay-out structure. The selected KPIs may vary somewhat for different posi- tions and levels in the organisation. Our business Governance Sustainability statement Financial statements 45 ANNUAL REPORT 2024 Remuneration report Long-term incentive programs 2024 The executives had the following long-term incentive programs in the form of share options: Name and position of executive The main terms of the share option programs Information regarding the reported financial year Plan Award date Share options awarded Vesting period Exercise period Strike price 1 Opening balance During the year Closing balance Share options Share options awarded Share options exercised/ expired Gains on share options exercised Share options Bent Hammer (CFO) 2021 22 Jun 21 100,000 4 years 1-15 Jun 25 13.50 100,000 100,000 2022 22 Jun 22 100,000 4 years 1-14 Jun 26 12.95 100,000 100,000 2024 30 Mar 24 75,000 4 years 16-30 Mar 28 12.31 75,000 75,000 Mette Mowinckel (CHRO) 2020 30 Jun 20 100,000 4 years 1-15 Jun 24 11.46 100,000 100,000 0 Anine Ragnif (COO Norway) 2020 30 Jun 20 150,000 4 years 1-15 Jun 24 11.46 150,000 150,000 0 2022 22 Jun 22 30,000 4 years 1-15 Jun 26 12.95 30,000 30,000 2023 30 Mar 23 20,000 4 years 16-30 Mar 27 12.59 20,000 20,000 1) Strike price in NOK per share Our business Governance Sustainability statement Financial statements 46 ANNUAL REPORT 2024 Remuneration report Long-term incentive programs 2024 The executives had the following long-term incentive programs in the form of share purchases subject to restrictions: Name and position of executive The main terms of the share purchase programs Information regarding the reported financial year Plan Acquired date Shares acquired Sales restriction Valuation discount Opening balance During the year Closing balance Shares subject to restructions Shares subject to restrictions acquired Restriction period ended Shares subject to restructions Arne Mjøs (CEO) 2021 22 Jun 21 50,000 3 years 3.37 50,000 50,000 0 2022 15 Jun 22 100,000 3 years 3.31 100,000 100,000 Bent Hammer CFO) 2023 30 Mar 23 53,000 3 years 2.96 53,000 53,000 Mette Mowinckel (CHRO) 2021 22 Jun 21 30,000 3 years 3.37 30,000 30,000 0 2022 15 Jun 22 40,000 3 years 3.31 40,000 40,000 2023 30 Mar 23 15,000 3 years 2.96 15,000 15,000 2024 31 Mar 24 21,053 3 years 2.81 21,053 21,053 Jon Erik Høgberg (COO) 2021 22 Jun 21 50,000 3 years 3.37 50,000 50,000 0 2022 15 Jun 22 100,000 3 years 3.31 100,000 100,000 2023 30 Mar 23 53,000 3 years 2.96 53,000 53,000 2024 31 Mar 24 50,000 3 years 2.81 50,000 50,000 Anine Ragnif (COO Norway) 2021 22 Jun 21 40,000 3 years 3.37 40,000 40,000 0 2022 15 Jun 22 6,100 3 years 3.31 6,100 6,100 2023 30 Mar 23 10,000 3 years 2.96 10,000 10,000 Our business Governance Sustainability statement Financial statements 47 ANNUAL REPORT 2024 Remuneration report Executive Management shareholdings At the beginning of the year Additions during the year Sold/ transferred during the year At the end of the year Market value NOK thousand Arne Mjøs 27,363,031 0 0 27,363,031 244,625 Bent Hammer 566,695 2,438 0 569,133 5,088 Mette Mowinckel 91,911 21,053 0 112,964 1,010 Jon Erik Høgberg 1,197,356 50,000 0 1,247,356 11,151 Anine Ragnif 60,887 2,632 0 63,519 568 Total 29,279,880 76,123 0 29,356,003 262,443 The market value is based on the closing value per share price of NOK 8.94 on 31 December 2024. The holdings include any shares held through own investment companies. Pavol Zuffa, HR Manager, Bratislava Our business Governance Sustainability statement Financial statements 48 ANNUAL REPORT 2024 Remuneration report Bent Hammer, CFO, Oslo Remuneration and Group Performance 2020–2024 Board remuneration 2020–2024 A summary of the development of the base remuneration received by members of the Board, including remuneration for membership of committees, in the five-year period 2020– 2024 is provided in the table below. NOK thousand Term 2020 2021 2022 2023 2024 Morten Thorkildsen 2014– 335 373 383 399 427 annualised % change 0% 7% 5% 5% 4% Jan-Erik Karlsson 2011– 215 245 252 262 280 annualised % change 0% 9% 6% 5% 4% Gyrid Skalleberg Ingerø 2017– 220 250 257 267 291 annualised % change 0% 9% 5% 5% 4% Helge Leiro Baastad 2023– 120 282 annualised % change 5% Åshild Hanne Larsen 2023– 120 254 annualised % change 4% Lise Eastgate 2024– 24 annualised % change Andreas Vestre 2024– 24 annualised % change Marianne Killengreen 2020–23 113 255 262 151 151 annualised % change 9% 5% 5% 5% Siren Tønnesen ** 2022–24 12 57 25 annualised % change 100% 4% Joachim Trøbråten ** 2022–24 12 57 25 annualised % change 100% 4% Andreas Almquist ** 2020–22 10 23 12 annualised % change 10% 5% Anne Perez ** 2020–22 10 23 12 annualised % change 10% 5% Mimi K. Berdal 2003–20 125 annualised % change 0% Charlotte Bech Blindheim ** 2018–20 10 annualised % change 0% Erik Berg Solheim ** 2018–20 10 annualised % change 0% Total 1,048 1,168 1,201 1,431 1,633 annualised % change 0% 9% 5% 9% 4% ) Current employee-elected board members. ) Previous employee-elected board members. Our business Governance Sustainability statement Financial statements 49 ANNUAL REPORT 2024 Remuneration report Board elections are normally held at Annual General Meetings in May, with annual fees split into two semesters. Final annual fees are approved retroactively at the Annual General Meeting, while half of the fee is paid in advance and the second half together with any reconciliation as a result of fee changes is paid in arrears. Chair of the Board: Employee remuneration: Group performance: In 2024 the Chair of the Board provided consulting work for Itera in relation to business and partner development. Executive remuneration, employee remuneration and Group performance 2020–2024 A summary of the changes to executive and employee remuneration and Group performance in the five-year period of 2020–2024 is provided in the tables below. NOK thousand 2020 2021 2022 2023 2024 Base fee 325 363 368 383 410 Committee work 10 10 15 16 17 Fee for ad hoc tasks 293 255 34 0 Total 335 666 638 433 427 2020 2021 2022 2023 2024 Average remuneration growth 3.5% 1.0% 2.1% 14.3% 2.7% CEO/Employee ratio 7 5 5 4 4 2020 2021 2022 2023 2024 Sales growth 10.0% 19.2% 24.1% 18.4% -2.6% Operating profit growth 9.8% 30.3% 0.2% 1.5% -37.5% % change (annualised) 2020 2021 2022 2023 2024 Arne Mjøs (CEO) -3% 9% 1% -2% 2% Bent Hammer (CFO) -10% 12% 0% -1% 3% Mette Mowinckel (CHRO) 1 N/A 5% 1% -2% 1% Jon Erik Høgberg (Group COO) -1% 10% -2% 1% 5% Anine Ragnif (COO Norway) 2 N/A 27% 4% 0% 1% 1) Mette Mowinckel started on 1 March 2020, replacing a non-executive HR Manager. 2) Anine Ragnif started on 1 February 2020 in the new executive role of COO of the Norwegian business. A large number of Itera’s employees are located in Central and Eastern Europe. Many of these are legally organised as Private Entrepreneurs, which is a common form of company affiliation instead of regular employment. The average remuneration is impacted by the distribution of employees across countries with varying salary levels, exchange rate fluctuations and the effect of short-term and long-term incentive programs, among other factors. In 2024, the impact of the weaker NOK was particularly prevalent. ) Restated to continuing operations, i.e. without the data centre operations that were discontinued on 1 April 2022. Our business Governance Sustainability statement Financial statements 50 ANNUAL REPORT 2024 Remuneration report The Board of Directors’ statement on the remuneration report The Board of Directors has today considered and adopted the remuneration report for Itera ASA for the financial year 2024. The remuner- ation Report has been prepared in accordance with section 6-16 of the Norwegian Company Act. The remuneration report will be presented to the Annual General Meeting 2025 for an advi- sory vote. Oslo, 24 April, 2025 Anne Perez, Service Manager, Oslo Jan-Erik Karlsson, Board Member, Oslo Morten Thorkildsen, Chairman, Oslo Morten Thorkildsen Chairman of the Board Gyrid Skalleberg Ingerø Board member Lise Eastgate Board member Helge Leiro Baastad Board member Åshild Hanne Larsen Board member Arne Mjøs Chief Executive Officer Jan Erik Karlsson Board member Andreas Vestre Board member Our business Governance Sustainability statement Financial statements 51 ANNUAL REPORT 2024 Remuneration report Human rights due diligence report A summary of our due diligence processes Ruslan Filipchuk, Developer, Kyiv Our business Governance Sustainability statement Financial statements 52 ANNUAL REPORT 2024 We are aware of our responsibilities Itera's Oslo office has been certified as an Eco-Lighthouse since 2015. This requires us to report on our environmental impact and the meas- ures we take to reduce our environmental footprint and demonstrate social responsibility, annually. In 2021, Itera underwent a new certification process, with its certification renewed up to and including 2024. Itera has been a NASDAQ ESG Transparency Partner since 2018 and submits reports annually. This serves as confirmation of Itera’s commitment to sustainability and transparency, including Itera’s commitment to ensuring human rights, looking after the environment, and operating responsible business activities. Itera has been a member of the UN’s Global Compact initiative since 2020. Itera reports on the UN Global Compact’s 10 principles annually, which cover human rights, labor, the environment and anti-corruption. In 2021, Itera joined the UN Global Compact’s SDG Ambitions accelerator program. The SHE Index – Powered by EY is a catalyst for encouraging stakeholders to focus on diver- sity and inclusion in leadership and the work- force, equal compensation and work-life balance. Itera became part of this initiative in 2020. In 2021, Itera received a score of 84/100 on the She Index, placing us in the top 20% of participating companies. Some of our commitments At Itera, we run responsible business operations and apply important Corporate Social Responsibility (CSR) measures in relation to people, society, the envi- ronment and the industry to which we belong. Through our active choices and initiatives, we dedicate ourselves to enabling lasting positive change and know that tomorrow’s winners are aware of their responsibilities. Itera’s certificates and obligations Our business Governance Sustainability statement Financial statements 53 ANNUAL REPORT 2024 Human rights due diligence report Human rights due diligence process 1. Policy commitment 2. Risk & impact assessment 5. Re- mediation 3. Integration & management 4. Tracking & communication HRDD PROCESS 1. Policy commitment The below policies and procedures were established in accordance with national laws and regulations (the Norwegian Transparency Act, Working Environment Act, and Personal Data Act), and international standards, includ- ing the Universal Declaration of Human Rights (UDHR), the UN Guiding Principles on Business and Human Rights (UNGP) and the fundamen- tal Conventions of the International Labour Organisation (ILO Conventions). Itera Code of Conduct Itera Supplier Code of Conduct Procurement Management Policy Whistle- blowing Policy Health, Safety, and Environment Policy Diversity and Inclusion Policy Employee Satisfaction Survey Vendor performance evaluation procedure Itera is committed to respecting the human rights of all stakeholders in Itera’s own operations and business activities and avoiding any contribution to adverse human rights impacts that occur across our value chain. As a result, Itera systematically conducts and reviews its human rights due diligence (HRDD) process every year in order to identify, assess, prevent, and mitigate human rights risks across the entire value chain of the business. The Policies cover Itera’s commitment to con- ducting business with respect for human rights principles, and expectations and guidelines on human rights protection for stakeholders such as customers, employees, suppliers and busi- ness partners. In addition, Itera is committed to respecting human rights and preventing human rights risks such as human trafficking, forced labour, child labour, and discrimination. Communication and training on human rights are regularly arranged to create organisa- tion-wide awareness and understanding and to prevent any form of human rights violation. The HRDD process involves 5 steps, which are implemented and developed in accordance with the UN Guiding Principles on Business and Human Rights (UNGP). Our business Governance Sustainability statement Financial statements 54 ANNUAL REPORT 2024 Human rights due diligence report 2. Risk and impact assessment As part of its human rights due diligence process, Itera conducted a human rights risk assessment to identify and assess salient risks, and to design prevention and mitigation measures for the entirety of our business activities and operations as well as the activities of our value chain. The risk assessment process is described in our Risk Management Policy and is as follows: 2. Risk and impact assessment-2 Identification of risk issues related to employees and suppliers • Working conditions • Health and safety • Unfair discrimination and harassment • Data privacy & security • Supply chain management • Transparency • Raising concerns and speaking up • Customer requirements • Compliance with laws & regulations • Working conditions • Health and safety • Unfair discrimination and harassment • Data privacy & security • Region of operations • Supply chain management • Transparency • Raising concerns and speaking up • Compliance with laws & regulations Employee Supplier Risk identification Identify actual and potential human rights issues related to both Itera’s business activities and operations as well as the activities of our suppliers through the Human Rights Due Diligence survey covering the follow- ing issues: • Integrity • Human rights • Supply chain management • Transparency of internal operations • Risk identification and management • Conduct a human rights inherent risk assess- ment, not taking into account the existing mitigation measures/ controls. • Rank inherent risks based on severity and likelihood levels. Identify existing mitigation measures/controls and analyze how they address the inherent risks. • Conduct a human rights residual risk assessment, taking into account the existing mitigation measures/controls. • Rank residual risks based on severity and likelihood levels. • Prioritise salient human rights issues and develop additional mitigation measures to reduce the risk levels. Inherent risk assessment Mitigation measure identification Residual risk Assessment and fur- ther action Our business Governance Sustainability statement Financial statements 55 ANNUAL REPORT 2024 Human rights due diligence report 2. Risk and impact assessment-3 Inherent risk assessment, residual risk assessment, and mitigation measures The Due Diligence Survey completed by suppliers has an embedded logic of risk level evaluation based on the final score for each Supplier. The following aspects are considered during the evaluation: 1. The supplier’s region of operations and its direct suppliers’ regions of operations 2. How human rights are protected 3. Sustainability practices (ESG) 4. How the supply chain management process is built 5. Transparency of internal operations 6. Are risk identification and management in place 7. Are internal training, awareness and trans- parency in place Risk levels are categorised into three groups: high, moderate, and low, based on the final score. % of suppliers Evaluation aspect 95% of Itera group suppliers and their tier 1 suppliers operate in Europe 79% of Itera group suppliers employ not more than 100 employees and agents 95% of Itera group suppliers do not use recruiters who hire subcontractors to recruit workers 58% of Itera group suppliers have adopted their own set of policies and controls to ensure the pro- tection of human rights and decent working conditions in their own operations 42% of Itera group suppliers issue a policy/policies to their suppliers covering provisions related to the protection of human rights (E.g., a Supplier Code of Conduct) 63% of Itera group suppliers evaluate supplier performance on a regular basis 63% of Itera group suppliers have an established process for employees to whistle-blow without fear of retaliation High risk Medium risk Low risk 2. Risk and impact assessment-4 Results of Itera’s human rights risk assess- ment of Itera Group tier 1 suppliers Based on the Due Diligence survey results for vendors/suppliers evaluated in 2024: Considering the nature of business maintained by Itera Group, our supply chain and business partners are considered to be at low risk of hav- ing possible violations of human rights (based on UN reports). 83% of our suppliers are covered by the scope of our human rights due diligence, as per the Itera Procurement Policy. High risks are salient human rights risks that need to be addressed with additional prevention/mitigation measures. Medium risks are key human rights risks that the existing prevention/mitigation measures have been sufficient to address, but there may be room for improvement. Itera will regularly monitor the effective- ness of the measures. Low risks are human rights risks that have been reduced to harmless or insignificant levels through prevention/mitigation measures but should still be monitored regularly . 63% 37% % of suppliers Our business Governance Sustainability statement Financial statements 56 ANNUAL REPORT 2024 Human rights due diligence report Internal External Controls 3. Integration and management: Mitigation measures/plans Itera has updated, reviewed and adopted the following policies and processes on human rights and modern slavery to ensure that it meets international standards and is in compliance with the Norwegian Transparency Act, Working Environment Act and Personal Data Act. 4. Tracking and communication Itera is committed to respecting the human rights of all stakeholders, and to ensuring necessary prevention and mitigation measures and remediation actions are developed to pre- vent the occurrence of human rights violations and to mitigate adverse human rights impacts that might have been directly or indirectly caused by Itera Group business operation. Committed to supporting environmental, social and governance (ESG) issues, Itera has moni- tored its performance in relation to human rights and has provided communication channels for all stakeholders to raise their concerns or issues to Itera. This allows Itera to conduct human rights investigations and further develop effective mitigation measures and remediation actions. In addition, Itera has regularly communicated the results of its human rights performance such as human rights initiatives to all stakeholders through its Annual Sustainability Report and website. • Itera Supplier Code of Conduct • All current and future suppliers are requested to act responsibly and to adhere to the principles and requirements specified in the Itera Supplier Code of Conduct • Itera evaluates of actual adverse impacts and significant risks of negative effects through its Supplier Due Diligence process • All Itera’s Tier 1 critical suppliers have been evaluated for potential human rights risks. For suppliers identified as being ‘High risk’, Itera implements mitigation measures and plans aimed at preventing or reducing the impact and likelihood of negative human rights issues • Itera Code of Conduct • AI Use Policy • Whistle-blowing Policy • Health, Safety, and Environment Policy • Diversity and Inclusion Policy • Employee Satisfaction Survey • Procurement Management Policy • Supplier performance evaluation procedure Communication and whistle-blowing channels: Office locations and contact information: Contact us (itera.com) Investor relations: Investor The Norwegian Transparency Act Transparency Act Itera Compliance Office (whistle-blowing channel): complianceoffice@itera.com Our business Governance Sustainability statement Financial statements 57 ANNUAL REPORT 2024 Human rights due diligence report 1 • Integrate results from the human rights risks assessment into the risks register • Inform and discuss the risks and impacts with the responsi- ble departments • Develop mitigation measures for salient human rights risks to reduce the likelihood of adverse events and the severity of impacts, and • Determine appropriate action plans 3 • Monitor the effectiveness of existing and newly implemented mitigation measures • Report the progress and challenges encountered to respon- sible executives, and • Develop remediation actions for affected stakeholders, when adverse human rights impacts do occur 2 • Implementation of the action plans by responsible departments • Report the implementation to stakeholders 4 • Remediation actions, including providing compensation in kind or financially, need to be approved by responsible exec- utives before being implemented • When adverse events occur, inform the affected stakehold- ers about the remediation actions taken. • In addition, feedback received from the affected persons may lead to further actions if necessary • Keep monitoring and following up with the affected stake- holders until they have recovered from the impacts 5. Remediation Processes implemented to mitigate human rights risks and to take remediation Actions Remediation actions taken The 2023 assessment revealed that there were no cases of human rights violations reported through any of our communication, reporting, and whistle-blowing channels. Thus, there were no actual remediation actions taken. However, Itera will keep monitoring and preventing human rights violations, as it has committed to do, to ensure a timely and sufficient response to any such violations as well as their adverse consequences. Our business Governance Sustainability statement Financial statements 58 ANNUAL REPORT 2024 Human rights due diligence report Sustainability statement 2024 is the rst nancial year for which Itera has produced a sustainability statement in accordance with the EU’s Corporate Sustainability Reporting Directive (CSRD). This entails more comprehensive reporting than in our previous sustainability reports, provi- ding us with an even greater opportunity to improve and make an impact. Through a double materiality analysis (DMA), we have identified the most significant areas where we have an impact – and where we are impacted. Assessing the impacts, risks, and opportunities related to our prioritized focus areas within the ESG framework has enabled us to strengthen risk management and to control key factors affecting our business. At the same time, this sets an agenda for evalu- ating adjustments and changes to our business model and strategy. Our sustainability efforts involve the entire organisation, from employees to the Board of Directors. Additionally, we receive input from our entire value chain, as well as from our on- going dialogue with our key stakeholders. This provides a strong foundation for engagement and development, benefiting both our company and the society around us. Dmytro Chernigovskyi, Senior Developer, Kraków Adam Szumski, Senior Developer, Kraków ANNUAL REPORT 2024 59 Our business Governance Sustainability statement Financial statements ESRS Disclosures index General disclosures ESRS-2 61 BP-1 General basis for the preparation of Itera’s sustainability statement 62 BP-2 Disclosures in relation to specic circumstances 62 GOV-1 The role of the administrative, management and supervisory bodies 64 G1-GOV 1 Description of management’s role in governance processes, controls and procedures used to monitor, manage and oversee impacts, risks and opportunities 66 GOV-2 Information provided to and sustainability matters addressed by Itera administrative, management and supervisory bodies 67 GOV-3 Integration of sustainability related performance in incentive schemes 68 GOV-4 Statement on due diligence 68 GOV-5 Risk management and internal controls over sustainability statement 68 SBM-1 Strategy, business model and value chain 70 SBM-2 Interests and views of stakeholders 73 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 75 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 76 Appendix B Datapoints that derive from other EU legislation 77 Environmental E1. Climate change 93 ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes 94 E1-1 Transition plan for climate change mitigation 94 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 95 ESRS 2 IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities 96 E1-2 Policies related to climate change mitigation and adaptation 97 E1-3 Actions and resources in relation to climate change policies 97 E1-4 Targets related to climate change mitigation and adaptation 98 E1-5 Energy consumption and mix 99 E1-6 Gross Scopes 1 and 2 GHG emissions 100 E1-9 Anticipated nancial effects from material physical and transition risks and potential climate-related opportunities 101 Taxonomy Regulation 102 Social S1. Own workers 110 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 111 S1-1 Policies related to own workforce 114 S1-2 Processes for engaging with own workforce and workers’ representatives about impacts 118 S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns 119 S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 120 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 123 S1-6 Characteristics of the undertaking’s employees 123 S1-7 Characteristics of non-employees in the undertaking’s own workforce 125 S1-9 Diversity metrics 125 S1-11 Social protection 125 S1-13 Training and skills development metrics 125 S1-14 Health and safety metrics 126 S1-15 Work-life balance metrics 126 S1-16 Remuneration metrics 128 S1-17 Incidents, complaints and severe human rights impacts 128 Governance G1. Business conduct 129 G1/GOV- 1 - ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 130 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 130 G1-1 Business conduct policies and corporate culture 132 G1-2 Management of relationships with suppliers 134 G1-3 Prevention and detection of corruption and bribery 135 G1-4 Incidents of corruption or bribery 135 Our business Governance Sustainability statement Financial statements 60 ANNUAL REPORT 2024 General Disclosures BP-1 General basis for the preparation of Itera’s sustainability statement 62 BP-2 Disclosures in relation to specic circumstances 62 GOV-1 The role of the administrative, management and supervisory bodies 64 G1-GOV 1 Description of management’s role in governance processes, controls and procedures used to monitor, manage and oversee impacts, risks and opportunities 66 GOV-2 Information provided to and sustainability matters addressed by Itera administrative, management and supervisory bodies 67 GOV-3 Integration of sustainability related performance in incentive schemes 68 GOV-4 Statement on due diligence 68 GOV-5 Risk management and internal controls over sustainability statement 68 SBM-1 Strategy, business model and value chain 70 SBM-2 Interests and views of stakeholders 73 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 75 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 76 Appendix B Datapoints that derive from other EU legislation 77 Artem Vilihura, Director Business Development Ukraine, Kyiv Our business Governance Sustainability statement Financial statements 61 ANNUAL REPORT 2024 BP-1 General basis for the preparation of Itera’s sustainability statement For 2024, the Itera Group’s sustainability state- ment was prepared on a consolidated basis, con- sistent with the scope of its financial statements and covering the group as a whole. The state- ment primarily focuses on the Itera Group’s own operations while comprehensively addressing its the upstream and downstream value chains. No information was omitted due to intellectual property, know-how, or the results of innovation. Furthermore, the Itera Group has chosen not to utilize the option to omit information related to intellectual property, know-how, or the results of innovation as permitted under ESRS 2, 5d. The purpose of this sustainability statement is to provide an accurate and transparent picture of the Itera Group’s operations, including its goals, guidelines, results and measures in rel- evant areas. The statement is structured to be consistent with the Norwegian Accounting Act and is given equal status to the group’s financial report, ensuring full transparency and adher- ence to relevant guidelines and directives. Addi- tionally, the sustainability statement is aligned with the Corporate Sustainability Reporting Directive (CSRD). Itera ASA (Group) is listed on the Oslo Stock Exchange. BP-2 Disclosures in relation to specic circumstances In November 2024, Itera Group acquired two companies: Revoltr AS, which was renamed Itera Rogaland AS, and Mosaique Headhunting Stavanger AS, now known as Mosaique Head- hunting AS. Since the acquisition occurred late in 2024, these companies were not integrated into Itera’s systems, policies and processes in the reporting year; however, they account for only a small part of the total group in size. The new subsidiaries will be fully integrated in 2025. Time horizon The time horizons used follow the definitions in the European Sustainability Reporting Standards (ESRS): a short horizon is up to 1-year, a medium horizon is 1-5 years and a long horizon extends from 5 years onwards. External review The sustainability statement is covered by limited assurance performed by the external sustainability auditor. Data: Source and collection Climate change (ESRS E1) The data is outside our systems and is manu- ally collected by facility managers or by Itera requesting it from our landlords for all our offices. Emissions have been calculated using the greenhouse gas emissions (GHG) protocol, as recommended in the ESRS. Own workforce (ESRS S1) The data is collected directly from Itera’s systems, ensuring high data quality and con- trol. Itera uses the ERP system Dynamics 365, the salary system Lessor, the business intelli- gence tool Power BI, and Peakon for employee surveys, which are the main inputs for reporting conditions regarding our workforce. Supply Chain and customers The data is based on the Itera Group’s due dili- gence assessment pursuant to the Transparency Act. Customer surveys are sent out yearly to measure customer satisfaction. Data quality Data quality at Itera Group is generally strong, particularly for data sources under our direct control. However, Itera only has indirect control over the quality of climate data and the data contained in surveys involving customers and suppliers, the responsibility for which lies with the respondents. Hence, there is a risk of lower- data quality. Plans to improve data accuracy and quality Data quality at Itera Group is generally robust, particularly for data sources under our direct control. However, Itera only has indirect control over the quality of climate data and the data contained in surveys involving customers and suppliers, the responsibility for which lies with the respondents. This often results in slightly lower data quality. Itera has postponed report- ing its Scope 3 emission data to 2025 due to the extensive and manual nature of the data collec- tion process, with lower accuracy. Itera plans to address and improve this over the next year. Our business Governance Sustainability statement Financial statements 62 ANNUAL REPORT 2024 General disclosures. ESRS-2 Changes in the preparation or presentation of sustainability information The Itera Group’s sustainability statement for 2024 has been restructured in accordance with the European Sustainability Reporting Stand- ards (ESRS). This includes a major revision of the double materiality analysis, affecting the weighting of material topics. The presentation and structure of the sustainability statement are not directly comparable to previous years, although no major deviations or errors have been identified in earlier reports. Compliance and certifications Itera’s voluntary certifications and reporting initiatives: • NS-ISO/IEC 27001:2017 Information Security • Eco-Lighthouse • CDP (Carbon Disclosure Project) • Ecovadis • Nasdaq Transparency • SHE index • UN Global Compact Itera complies with a range of external and self-imposed requirements. This provides important input and inspiration for our work to optimise our sustainability. Itera was awarded a gold medal by Ecovadis in 2024. Itera holds a ISO 27001 information security certification. Itera holds an environmental management sys- tem certification (Eco Lighthouse). Itera’s quality management system follows the same principles as the requirements in the ISO 9001 certification. Additionally, Itera ASA (Group) is listed on the Euronext Oslo Stock Exchange (OSE). Itera office in Brno, Czechia Our business Governance Sustainability statement Financial statements 63 ANNUAL REPORT 2024 General disclosures. ESRS-2 GOV-1 The role of the administrative, management and supervisory bodies Itera Group’s Board consists of five sharehold- er-elected board members plus two board members elected by employees at the group. There are four men and three women on the Board, which gives a female share of 43 percent. Board members elected by shareholders make up 71% of the Board, while Board members elected by employees make up 29%. The Board of Directors at the Itera Group com- prises experienced professionals with extensive backgrounds in the IT and consulting indus- tries. Members have held significant leadership roles across various sectors, including health- care, technology, finance, and education. This diverse expertise enables the Board to effec- tively oversee sustainability initiatives at Itera. External Board members possess substantial management experience from prominent Nordic companies and are well-acquainted with Itera’s sustainability commitments. All sharehold- er-elected members of the Board of Directors at the Itera Group have leadership experience from both board positions and management roles at companies, providing them with val- uable experience in managing sustainability initiatives. Information about roles and responsibilities of administrative, management and supervisory bodies The Board of Directors, Compliance Office, and Corporate Group Functions overseen by the Audit Committee at Itera play a pivotal role in ensuring ethical business conduct throughout the organisation. These bodies are entrusted with establishing robust governance frameworks that not only promote compliance with legal standards but also uphold ethical guidelines that reflect Itera’s core values. Members of these bodies bring extensive expertise in corpo- rate governance, risk management, and compli- ance matters, which equips them to effectively guide the organisation in navigating the complex challenges associated with sustainability. Regular reviews of policies conducted by these bodies ensure alignment with best governance practices, fostering a culture where integrity and accountability are prioritized at every level. This oversight is crucial for maintaining stakeholder trust and confidence while ensuring that all operational practices consistently reflect Itera’s unwavering commitment to ethical behavior. Marit Fredrikke Hansen, Consultant, Itera Norway Our business Governance Sustainability statement Financial statements 64 ANNUAL REPORT 2024 General disclosures. ESRS-2 General Assembly The highest decision-making body and responsible for approving Board members and the annual report Local Business Units Responsible for health, safety and the working environment at local ofces Board of Directors Five independent Board members and two employee-elected members The ultimate body and responsible for approving Board members and annual report Chief Financial Ofcer • Responsible for the Group’s nancial planning, reporting and analyses • Responsible for nancial information, investor relations, stock exchange-specic topics and activities and regulatory compliance Head of Sustainability • Responsible for sustainability reporting (CSRD) • Main person responsible for environmental matters (E in ESG) • Responsible for customer specic and voluntary sustainability reporting • ESG response in bid processes Sustainability Task Force Resource group that assists with important strategic and operational sustainability projects Governance & Compliance • Group COO overall responsibility for overseeing governance, compliance, and business ethics (G in ESG). Holds main responsibility for security, data prote- ction and HSE. Is the Head of Crisis Management (including Itera operations in Ukraine) • Head of Quality Management – overall responsible for management system, risk management, continual improvements HR & Recruitment • Responsibility for people ofce at Itera • Responsibile for Social (S in ESG) • Responsibile for HR, recruitment, working environment and competence de- velopment The Itera Compliance Ofce • The Itera Compliance Ofce ensures that our company complies with its outside regulatory and legal requirements and internal policies and bylaws • Consists of the Chief Financial Ofcer, Chief Operating Ofcer, Chief HR Ofcer, Chief Information Security Ofcer, the Quality Management Group Function, the Head of Sustainability Audit Committee Consists of two Board members • Responsible for nancial and sustainability reporting • Follows up regulatory requirements (e.g. CSRD, IFRS) • Escalation point for whistle-blowing cases These bodies ensure that the impacts, risks, and opportunities associated with Itera are properly managed. Itera has set out the following responsibilities and role structure for the group’s sustainability work: Our business Governance Sustainability statement Financial statements 65 ANNUAL REPORT 2024 General disclosures. ESRS-2 Information about reporting lines to administrative, management and supervisory boards Itera’s sustainability structure is designed with a clear hierarchy of responsibilities and reporting lines to ensure effective governance. At the top, the independent Audit Committee, comprising two board members, serves as the supervisory body overseeing financial and sustainability reporting while adhering to regulatory require- ments. The Audit Committee maintains close contact with auditors to ensure compliance and transparency. The Chief Financial Officer holds the responsibility within the organisation for compiling comprehensive reports on finance and sustainability. Itera has a dedicated Head of Sustainability who is responsible for the operational imple- mentation of the CSRD. This role reports directly to the Audit Committee and provides regular updates on the company’s sustainability efforts and progress. Additionally, it collaborates with resources from the Compliance Office, Corpo- rate Group Functions, and the Sustainability Task Force Group to ensure that Itera possesses the necessary tools and competence to comply with the CSRD requirements and to track the impacts, risks, and opportunities related to sustainability. HR & Recruitment manages people operations at Itera with a focus on the social aspects of ESG, while Governance & Compliance oversees Itera’s quality management system, risk man- agement, health and safety, crisis management, and business ethics. This structured approach includes internal controls that facilitate accountability across all levels of the organisation, ensuring that sustain- ability matters are addressed effectively. Our governance structure is publicly available, and the organisation of our sustainability work is regularly evaluated to identify any opportu- nities for improvement in terms of expertise or resources. The Executive Management, together with our Quality Management Function and Audit Committee, are responsible for ensuring that the group has the necessary expertise and capacity to effectively oversee strategic and operational sustainability issues. Among other information, the group discloses how we address significant impacts, risks, and opportunities in its sustainability reports. Itera recognises that developing robust procedures and expertise and following up on areas for improvement are ongoing tasks that require dedication and competent resources. G1-GOV 1 Description of management’s role in governance processes, controls and proce- dures used to monitor, manage and oversee impacts, risks and opportunities The Board, management, and key resources at Itera maintain a structured and close col- laboration to ensure compliance with formal regulations and adherence to internal guidelines and policies related to responsible and ethical business conduct. The Board holds ultimate responsibility for ensuring Itera’s compliance with these principles. The group, led by dedicated leaders, holds operational responsibility for identifying and prioritising key impacts related to ethics, repu- tation, market challenges, recruitment of critical expertise, and data security. This requires robust systems and routines to manage risks and prevent undesirable incidents. Additionally, emphasis is placed on ensuring that employees gain insight into sustainability – both in relation to our own efforts and society’s expectations. As part of this initiative, a sustain- ability course will be offered to all employees in 2025. Our commitment to responsibility is reflected in our vision, ‘Make a difference,’ as well as in our core values: trust, transparency, entrepreneur- ship, and diversity. These values apply at all lev- els and define how we engage with stakeholders and society. Trust is essential for creating lasting value and strong relationships; it is central to our culture. Transparency means being transparent about what Itera does, why we do it, and how our actions impact the world around us. Entrepreneurship involves being curious and agile, having the courage to challenge norms, embracing new ideas, being driven by contin- uous learning, and serving as a driving force for growth. Diversity fosters growth and development for both employees and the group as a whole. Our business Governance Sustainability statement Financial statements 66 ANNUAL REPORT 2024 General disclosures. ESRS-2 General disclosures. ESRS-2 Sustainability is a strategic force for Itera and is integrated into the entirety of the company’s operations. Dedicated individuals oversee Envi- ronment, Social, and Governance (ESG) matters to ensure necessary actions are implemented in line with the ESG framework. The Quality Management Group Function has a dedicated risk tool to effectively monitor poten- tial risk scenarios, to support Itera’s mainte- nance of its ISO certifications, and to follow up on the quality management system’s successful performance and execution. Additionally, Itera has designated safety repre- sentatives who present employee concerns to management. GOV-2 Information provided to, and sustainability matters addressed by Itera’s administrative, management and supervisory bodies To effectively address sustainability in accord- ance with CSRD, the Board’s annual activity plan includes specific sustainability-related agenda points. These activities encompass the follow- ing: The Audit Committee’s tasks: • Reviewing the double materiality analysis (DMA) annually. • Reviewing periodic reporting linked to selected KPIs for sustainable business as well as performance assessed against set targets. • Reviewing Itera’s sustainability statement before it is considered by the board. • Informing management about the result of the assurance of Itera’s sustainability statements. The Board’s responsibilities: • Reviewing the (updated) double materiality analysis annually. • Reviewing periodic reports related to prior- itized KPIs for sustainable business against established targets. • Reviewing and signing off the annual report including the sustainability report. Itera’s Board and internal management forums are regularly informed about key sustainability topics, as defined in the Board’s annual plan. The responsibility for providing the Board and the Audit Committee with complete information on impacts, opportunities, and risks (IROs) lies with management. The Board is also involved in the preparation of the sustainability report, which is published annually. Information on significant IROs is managed through the group’s reporting and governance structures. IROs are primarily identified by the completion of a double materiality analysis (DMA). The key findings are reviewed by the Board. Potential negative impacts within our value chain and any financial impacts are assessed on a continual basis. This enables the proactive prevention, mitigation and remediation of risks and nega- tive impacts. Material impacts are integrated into Itera’s review of its business model and strategy. The double materiality analysis is conducted by Itera’s internal sustainability task force, with involvement from the Board and management. Maryna Savenko, HR Manager, Kyiv Our business Governance Sustainability statement Financial statements 67 ANNUAL REPORT 2024 GOV-3 Integration of sustainability-related performance in incentive schemes Itera does not have incentive schemes related to sustainability matters. GOV-4 Statement on sustainability due diligence The due diligence process for sustainability at Itera: Stakeholder engagement Itera actively engages affected stakeholders throughout the sustainability due diligence process, and it gathers insights from customers, employees, partners, suppliers, and others in order to understand their needs and expec- tations. In addition, Itera conducts an annual Interested Parties Analysis (changes to the internal and external issues that could affect Itera). Governance integration Itera has integrated sustainability into its gov- ernance framework with clear responsibilities and a clear structure. Impact assessment and proactive action Itera assesses the impacts of its operations and takes action through new policies and objectives to address these issues. Effectiveness tracking Responsible parties within the organisation follow up on sustainability impacts using key performance indicators. Awareness training is offered on critical topics. Transparent communication Itera communicates its sustainability efforts transparently through reports and updates, fostering accountability and trust among stakeholders. GOV-5 Risk management and internal controls over sustainability statement Starting from the 2024 financial year, Itera has implemented the CSRD, leading the organisation to establish a governance structure for sustain- ability, as described in GOV-1 – The role of the administrative, management, and supervisory bodies. This structure includes responsibilities in respect of internal control and reporting, ensuring that sustainability impacts, risks, and opportunities are effectively managed within the organisation. Itera employs comprehensive processes designed to identify and assess the material impacts associated with its operations. These processes are integral to our Risk Management Policy, which provides a structured framework for risk identification, assessment, manage- ment, and monitoring. Criteria for assessment When describing these processes, Itera dis- closes all relevant criteria utilized in assessing material impacts, risks, and opportunities related to business conduct matters. This includes considerations such as: Location The geographic areas where operations take place. Activity The specific operational activities carried out by the organisation. Sector The industry sector in which the organisation operates. Structure of transactions The nature and structure of transactions involved in operations. Risk management process As outlined in its Risk Management Policy, Itera conducts regular risk assessments on a corpo- rate level that involve: Identifying risks Evaluating potential risks arising from various sources such as operational activities, regula- tory changes, market dynamics and stakeholder expectations. General disclosures. ESRS-2 Our business Governance Sustainability statement Financial statements 68 ANNUAL REPORT 2024 General disclosures. ESRS-2 Assessing risks • Each identified risk is assessed based on its likelihood of occurrence and potential impact on business conduct. • This assessment considers both quantitative data (e.g., financial metrics) and qualita- tive insights (e.g., employee engagement surveys). Prioritising risks • The results of the risk assessment enable Itera to prioritize risks according to their significance. • High-priority risks are monitored closely while mitigation strategies are developed accordingly. Monitoring & reporting • Ongoing monitoring ensures that any changes in circumstances or emerging risks are promptly addressed. • Regular reports on risk statuses are provided to senior management and relevant stake- holders to ensure transparency. Proactive approach This proactive approach allows Itera not only to mitigate existing risks but also to capitalize on opportunities for enhancing business conduct while aligning its strategies with stakeholder expectations regarding sustainability and corpo- rate responsibility. Integration with overall business strategy Sustainability risk management is seamlessly integrated into general decision-making pro- cesses ensuring a holistic view is taken when strategic initiatives and operational plans are formulated. Stakeholder involvement Stakeholders are actively involved throughout the entire lifecycle, with specific mechanisms such as consultation forums used to gather valuable input address concerns effectively and foster a collaborative environment. Continuous improvement and adaptation Itera is committed to continuously improving and adapting its methodologies by review- ing and updating its policies and procedures periodically. This ensures we keep pace with an evolving landscape while ensuring our practices remain relevant and effective. Technology and tools Itera leverages advanced technologies and ana- lytical tools to support efficient tracking, report- ing, and decision-making processes. These tools provide reliable data insights through sophisti- cated algorithms applied contextually. Regular evaluations ensure adherence to predefined timelines, ensuring consistency in our risk man- agement practices. Collaboration with external experts Itera collaborates with reputed external experts who possess specialized knowledge in sustaina- bility domains. This collaboration enhances our capabilities by providing additional expertise that reinforces our strategies and strength- ens our approach to managing sustainability risks, and means we integrateexternal insights, ensuring our practices remain cutting-edge and aligned with industry best practices. Main risks identified related to sustainability statement disclosure requirements 1. Lack of resources and limited timeframe Itera faced challenges in meeting the extensive sustainability requirements arising from CSRD due to the limited staffing and capacity within its support functions, along with a short timeframe for completion. To mitigate this risk, Itera prioritized the allocation of staff to sus- tainability by appointing a head of sus- tainability with overall responsibility and leveraging resources from other support functions such as Quality Management, HR, and Finance. Additionally, a sustainability governance structure was established as outlined in GOV-1, and responsibilities were divided between management and appro- priate bodies. 2. Data quality and the collection process for the environmental chapter Ensuring the quality and accuracy of data collected for the environmental chapter poses a risk, particularly because owner- ship of the data lies outside the company. This situation raises concerns about data quality and availability while necessitating a manual and extensive collection process. To mitigate this risk, Itera has postponed reporting on its scope 3 (indirect) emissions by utilising phasing-in rules in accordance with Appendix C of ESRS 1. This approach provides the company with time to address gaps in its environmental reporting given its limited resources. Furthermore, con- crete plans are being developed to enhance data collection and ensure quality moving forward. Our business Governance Sustainability statement Financial statements 69 ANNUAL REPORT 2024 SBM-1 Strategy, business model and value chain Itera is a Nordic consulting company that devel- ops innovative, digital solutions for businesses and organisations in over 20 countries. With more than 30 years of experience, Itera is one of the most experienced technology companies in the Nordics. We are north of 700 employ- ees working in 15 offices spread across eight countries: Norway, Sweden, Denmark, Iceland, Slovakia, Poland, Ukraine, and the Czech Repub- lic. In 2024, the Itera Group had total revenue of NOK 849 million. The revenue was distributed as follows within the following sectors and deliveries in the reporting year, with comparative figures in parentheses. General disclosures. ESRS-2 Merete Brekke Skara, Head of Brand Innovation, Oslo Revenue by sector 2024 2023 Industry, energy and Offshore & engineering 24% 22% Insurance 18% 16% Banking 13% 16% Financial Institutions 14% 14% IT & communication 10% 12% Government and organisations 12% 11% Retail 4% 3% Professional services 2% 2% Others 3% 5% Revenue by delivery 2024 2023 Services 82% 84% Subscriptions 9% 9% 3rd party services 5% 4% Other 4% 3% Our business Governance Sustainability statement Financial statements 70 ANNUAL REPORT 2024 Group functions HR ITFinance Sales Delivery Operations Governance Communication Quality Security General disclosures. ESRS-2 Itera’s value chain in relation to relevant ESRS topics Itera has mapped its upstream and downstream value chains, as well as for our own services. In the wake of our double materiality analysis, we have linked the most important ESRS themes to our value chain. Upstream: Includes landlords, third-party services, software providers, and other suppliers. Impact: Supplier requirements and responsi- ble purchasing present Itera with the oppor- tunity to influence activities upstream in the supply chain. Opportunities: There is potential to enhance the sustainability practices of suppliers through due diligence efforts. Risks: Changing suppliers may be necessary in cases of significant non-compliance with the Transparency Act, as outlined in Itera’s Supplier Code of Conduct. Downstream: Includes customers and their end-users. Impact: Providing sustainable services that meet the needs and expectations of custom- ers while also benefiting the planet. Opportunities: Enabling customers to undergo business transformations that enhance both business value and sustainabil- ity through digitalisation. Risks: The risk of our services not being per- ceived as relevant by customers. Our business Governance Sustainability statement Financial statements 71 ANNUAL REPORT 2024 General disclosures. ESRS-2 Itera’s business model We operate as one unified company, named – ONE ITERA – across all business units and borders – from sales, delivery, and people to an overall operating model with the right balance between alignment and autonomy. This approach leverages the collective expertise and resources within our organisation, enabling efficient operations and the ability to deliver high-quality solutions to our customers in any location. Virtual offices form the core of Itera Governance Offices are virtual teams, responsible for their specific part of the value chain, and focus on their specific set strategic goals. The same person can be part of several offices, which also supports the rapid exchange of information and good decision making. Each office is active as a community every day. The Office Head is a role that coordinates each office’s activities, facilitates meetings, and represents the office in other offices or meetings when needed, and reports to management. Offices help us to avoid silos, to analyse the big picture and to make the right joint management decisions. At Itera, we are committed to the following: • ensuring a high level of customer and employee satisfaction • minimising ill health and safety incidents through our robust processes • preventing pollution and hazards through sensible use of natural resources • employee participation and the quality of our services • safety and security • providing a comfortable and safe working environment • compliance with legal and other (corporate) requirements and leading towards • continual improvement of people, the environment, processes, and customer satisfaction. As a company, we focus on the following key goals: • Grow People • Grow Customers • Grow Company Sales Office Delivery Office Governance Office Employees Deliveries Customers People Office Our business Governance Sustainability statement Financial statements 72 ANNUAL REPORT 2024 General disclosures. ESRS-2 SBM-2 Interests and views of stakeholders Our stakeholders are our most important source of improvement and development. Transparent dialogue is a win-win practice. In our work on the double materiality analysis, we prioritized our most important stakeholders and mapped our mutual expectations and opportunities. The materiality analysis confirmed that our primary stakeholders are our customers, our employees, our investors/owners, and our partners. When we revised our stakeholder and materiality analysis, we also focused on govern- ments, due to our commitment to Ukraine. Our most knowledgeable stakeholders cover a wide range of sustainability perspectives. Through interviews and surveys, we have gained a good overview of our stakeholders, which in turn means that we can better target our sustainability efforts. The views and interests of affected stakeholders regarding Itera’s sustain- ability-related impacts are communicated to the administrative, management, and supervisory bodies through an annual review of the material- ity analysis, which is presented to the appropri- ate bodies. Our colleagues, including potential future colleagues Our most important customers who deliver services critical to society contributions (energy, banking/finance) Our most important partners and subcontractors Ministries, Ukrainian authorities Local authorities where we do business Institutional owners, analysts/investor environment, financial partners (bank) Technology and innovation leaders Our business Governance Sustainability statement Financial statements 73 ANNUAL REPORT 2024 General disclosures. ESRS-2 Collaboration partners Collaboration area Means of collaboration Collaboration outcome 1 Customers To collaboratively innovate sustainable solutions that enhance perfor- mance and provide a competitive advantage. To foster trust by transparently sharing sustainability data, demonstrat- ing accountability and commitment. To enhance our brand reputation and increase customer loyalty by align- ing with their values regarding sustainability. Customer satisfaction survey Formal agreements and KPIs Regular meetings & joint workshops Ensure compliance with agreements Fostering customer loyalty by aligning with sustainability values Help customers with the development of products that meet sustainability criteria through joint research and development efforts. 2 Partners (Suppliers, vendors, business partners) Enhance resource efficiency, reduce costs, and minimize environmental impact across the supply chain Valuable insights into market trends and customer needs, enabling Itera to adapt strategies effectively and stay ahead of industry changes Formal agreements Due diligence process Supplier evaluation process Streamlined processes and resource sharing lead to improved operational efficiency, reducing time and costs. Collaborative efforts result in innovative products and services that meet market demands more effectively, driving growth. 3 Governments & authorities Country of operations and applicable laws & regulations Technical data and expertise Analysis of business impacts and input into consultations Accurate and timely reporting External audits Legal compliance Being a reliable partner for our customers Limit security incidents, operational losses and fines 4 Owners and investors Company growth Market capitalisation Ensuring profitability Investor relations – Quarterly and annual reporting Regular review meetings Formal dialogue with analysts and investors Sustained profitability and growth Return on investments 5 Employees A safe, healthy and diverse working environment Customer projects and internal tasks Clear policies, processes Professional development Company communication channels Social events Meetings and projects Employee feedback (surveys) Satisfied employees Our business Governance Sustainability statement Financial statements 74 ANNUAL REPORT 2024 General disclosures. ESRS-2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model Prioritisation of Itera’s most important ESRS themes As part of Itera’s efforts to implement CSRD, we are required to prioritise those sustainability themes and topics that Itera can influence and that affect our business. It is mandatory to report on the general require- ments and disclosures in addition to measures and effects relating to actions against climate change. During the process to map our significant impacts, Itera – in addition to the mandatory requirements in the CSRD – prioritised reporting on the following main themes: ESRS E1: Climate change ESRS S1: Own workers ESRS G1: Business conduct Our assessment is that our activities have little or no influence in relation to the requirements for the other themes. The material impacts, risks and opportunities for Itera are further described in the corresponding chapters. Details * Mandatory ** Itera’s priority ESRS E1 ESRS E2 Own workers 17 DR ESRS S3 Affected communities 5 DR ESRS S4 Consumer and end-users 6 DR Social Own workers 17 DR ESRS 1* General Requirements 0 DR ESRS E1 ESRS E2 Pollution 6 DR ESRS E3 Water & marine resources 5 DR ESRS E4 Diodiversity & ecosystems 6 DR ESRS E5 Resource use & circular economy 6 DR Environmental Climate change 9 DR ESRS 2 General Disclosures 12 DR General requirements & disclosures ESRS G1 Governance Business conduct 6 DR Our business Governance Sustainability statement Financial statements 75 ANNUAL REPORT 2024 General disclosures. ESRS-2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities Itera conducted a double materiality analysis during the winter of 2023, which was revised in autumn 2024. In the process of conducting a double materiality analysis (DMA), we based our work on Itera’s previous sustainability reports. In recent years, Itera has carried out annual materiality analy- ses and identified and described its key stake- holders. This provided a foundation for further development. The task was to map Itera’s impacts, risks, and opportunities based on insights from key stakeholders and previous sustainability efforts. Additionally, Itera’s value chain was to be docu- Establishment of project group Research on previous work, reports, and anal- yses In-depth interviews and surveys Analysis of informa- tion and findings Internal key resources External stakeholders Employees Value chain ESRS IRO Prioritization and description Key ESRSs Description of IRO Impact on business concept and model Reporting Documentation of status and strategy mented, and an analysis was to be conducted to determine where in the value chain the impacts, risks, and opportunities occur. Based on previous sustainability efforts and discussions with key internal resources, the stakeholder map was identified and updated. Our key stakeholders are our employees, customers, owners, and partners, and it was determined that insights should be gathered from these stakeholder groups. This was done using both qualitative and quanti- tative approaches, including in-depth interviews and surveys. Internally, several key resources were interviewed. Externally, we conducted in-depth interviews with key customers from various industries and investors/brokers. Based on these insights, an employee survey was conducted which provided a representative sample of all employees. The insights from this mapping, together with our experience from previous sustainability efforts, were summarized and extracted. The working group used this summary as a basis for aligning the findings with relevant ESRSs and associated subtopics. This was done to analyse our impacts, risks, and opportunities. The assessment uses a scoring scale from 1 to 5 for each category, where 0 indicates no impact and 5 indicates a high impact. This score is then multiplied by the probability of the impact, which is also on a scale of 1 to 5, resulting in a total score ranging from 0 to 25. Topics with a total score of 0 to 5 are considered immaterial, those scoring between 6 and 15 are deemed moderate, and scores of 16 to 25 indicate high materiality. The cutoff for material assess- ment is set at 6. This approach recognises that topics with moderate impacts may have high potential impacts with low probability or vice versa, necessitating their inclusion as material topics. The same scoring and methodology are applied to assess both financial effects related to material risks and opportunities, as well as to determine material sustainability impacts. The analysis confirmed that E1, S1, and G1 are the material ESRSs for Itera, and these will be the focus of our reporting in 2024. Immaterial ESRS standards The Itera Group has not included ESRSs S2-S4 in its reporting as no material impacts, risks, or opportunities were identified within these standards. After a thorough assessment, it was determined that these specific standards do not significantly affect the Itera Group’s operations or sustainability objectives. ESRS E2 (Pollution), ESRS E3 (Water and marine resources), ESRS E4 (Biodiversity and ecosys- tems), and ESRS E5 (Circular economy) were not assessed to be material standards for the Itera Group and thus do not form part of Itera’s reporting requirements. As a consultancy firm operating within the ICT sector, Itera’s ser- vices are independent of natural resources and eco-systems, resulting in it minimal impacts on these environmental topics. The nature of Itera’s business model does not involve signif- icant interactions with or dependencies on the areas covered by these standards, justifying their exclusion from our sustainability reporting. Our business Governance Sustainability statement Financial statements 76 ANNUAL REPORT 2024 Tereza Ondrus, People Manager, Bratislava Appendix B Datapoints that derive from other EU legislation The table below sets out all the data points that derive from other EU legislation as listed in ESRS 2 appendix B, indicating where the data points can be found in our report and which data points are assessed as ‘Not material’. Our business Governance Sustainability statement Financial statements 77 ANNUAL REPORT 2024 General disclosures. ESRS-2 Datapoints that derive from other EU legislation Appendix B Disclosure requirement and related datapoint Data point Sustainability statement SFDR (23) reference Pillar 3 (24)reference Benchmark Regulation (25)reference EU Climate Law (26) reference Annual report section Page referance ESRS 2 GOV-1 21 (d) Board's gender diversity paragraph x x General disclosures p. 64 ESRS 2 GOV-1 21 (e) Percentage of board members who are independent x General disclosures p. 64 ESRS 2 GOV-4 30 Statement on due diligence paragraph x General disclosures p. 68 ESRS 2 SBM-1 40 (d) i Involvement in activities related to fossil fuel activities paragraph x x x Not relevant ESRS 2 SBM-1 40 (d) ii Involvement in activities related to chemical production paragraph x x Not relevant ESRS 2 SBM-1 40 (d) iii Involvement in activities related to controversial weapons paragraph 40 (d) iii x x Not relevant ESRS 2 SBM-1 40 (d) iv Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv x Not relevant ESRS E1-1 14 Transition plan to reach climate neutrality by 2050 x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-1 16 (g) Undertakings excluded from Paris-aligned Benchmarks x x Not relevant ESRS E1-4 34 GHG emission reduction targets x x x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-5 38 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) x Not relevant ESRS E1-5 37 Energy consumption and mix x Environmental p. 99 ESRS E1-5 40-43 Energy intensity associated with activities in high climate impact sectors x Not relevant ESRS E1-6 44 Gross Scope 1, 2, 3 and Total GHG emissions x x x Environmental, Scope 3 is postponed to 2025 p. 100 ESRS E1-6 53-55 Gross GHG emissions intensity paragraphs x x x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-7 56 GHG removals and carbon credits x Not relevant Our business Governance Sustainability statement Financial statements 78 ANNUAL REPORT 2024 General disclosures. ESRS-2 Datapoints that derive from other EU legislation Appendix B Disclosure requirement and related datapoint Data point Sustainability statement SFDR (23) reference Pillar 3 (24)reference Benchmark Regulation (25)reference EU Climate Law (26) reference Annual report section Page referance ESRS E1-9 66 Exposure of the benchmark portfolio to climate-related physical risks x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-9 66 (a) Disaggregation of monetary amounts by acute and chronic physical risk x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-9 66 (c) Location of significant assets at material physical risk x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-9 67 (c) ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-effi- ciency classes x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E1-9 69 Degree of exposure of the portfolio to climate-related opportunities x Not stated due to phasing in rule (ESRS 1 Appendix C) ESRS E2-4 28 Amount of each pollutant listed in AnnexII of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil x Not material topic ESRS E3-1 9 Water and marine resources x Not material topic ESRS E3-1 13 Dedicated policy x Not material topic ESRS E3-1 14 Sustainable oceans and seas x Not material topic ESRS E3-4 28 (c) Total water recycled and reused x Not material topic ESRS E3-4 29 Total water consumption in m3per net revenue on own operations x Not material topic ESRS 2 - SBM 3 - E4 16 (a) x Not material topic ESRS 2 - SBM 3 - E4 16 (b) x Not material topic ESRS 2 - SBM 3 - E4 16 (c) x Not material topic ESRS E4-2 24 (b) Sustainable land / agriculture practices or policies x Not material topic Our business Governance Sustainability statement Financial statements 79 ANNUAL REPORT 2024 General disclosures. ESRS-2 Datapoints that derive from other EU legislation Appendix B Disclosure requirement and related datapoint Data point Sustainability statement SFDR (23) reference Pillar 3 (24)reference Benchmark Regulation (25)reference EU Climate Law (26) reference Annual report section Page referance ESRS E4-2 24 (c) Sustainable oceans / seas practices or policies x Not material topic ESRS E4-2 24 (d) Policies to address deforestation x Not material topic ESRS E5-5 37 (d) Non-recycled waste Not material topic ESRS E5-5 39 Hazardous waste and radioactive waste x Not material topic ESRS 2 - SBM3 - S1 14 (f) Risk of incidents of forced labour x Social p. 111 ESRS 2 - SBM3 - S1 14 (g) Risk of incidents of child labour x Social p. 111 ESRS S1-1 20 Human rights policy commitments x Social p. 114 ESRS S1-1 21 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8 x Social p. 114-117 ESRS S1-1 22 Processes and measures for preventing trafficking in human beings x Social p. 114-117 ESRS S1-1 23 Workplace accident prevention policy or management system x Social p. 114-117 ESRS S1-3 32 (c) Grievance/complaints handling mechanisms x Social p. 119 ESRS S1-14 88 (b) (c) Number of fatalities and number and rate of work-related accidents x x Social p. 126 ESRS S1-14 88 (e) Number of days lost to injuries, accidents, fatalities or illness x Social p. 126 ESRS S1-16 97 (a) Unadjusted gender pay gap x x Social p. 128 ESRS S1-16 97 (b) Excessive CEO pay ratio x Social p. 128 ESRS S1-17 103 (a) Incidents of discrimination x Social p. 128 ESRS S1-17 104 (a) Non-respect of UNGPs on Business and Human Rights and OECD Guidelines x x Social p. 128 Our business Governance Sustainability statement Financial statements 80 ANNUAL REPORT 2024 General disclosures. ESRS-2 Datapoints that derive from other EU legislation Appendix B Disclosure requirement and related datapoint Data point Sustainability statement SFDR (23) reference Pillar 3 (24)reference Benchmark Regulation (25)reference EU Climate Law (26) reference Annual report section Page referance ESRS 2 - SBM3 – S2 11(b) Significant risk of child labour or forced labour in the value chain x Not material topic ESRS S2-1 17 Human rights policy commitments x Not material topic ESRS S2-1 18 Policies related to value chain workers paragraph 18 x Not material topic ESRS S2-1 19 Non-respect of UNGPs on Business and Human Rights principles and OECD guide- lines paragraph 19 x x Not material topic ESRS S2-1 19 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8 x Not material topic ESRS S2-4 36 Human rights issues and incidents connected to its upstream and downstream value chain x Not material topic ESRS S3-1 16 Human rights policy commitments x Not material topic ESRS S3-1 17 Non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines x x Not material topic ESRS S3-4 36 Human rights issues and incidents x Not material topic ESRS S4-1 16 ESRS S4-1 Policies related to consumers and end-users x Not material topic ESRS S4-1 17 Non-respect of UNGPs on Business and Human Rights and OECD guidelines x x Not material topic ESRS S4-4 35 Human rights issues and incidents x Not material topic ESRS G1-1 10 (b) United Nations Convention against Corruption x Governance p. 132-133 ESRS G1-1 10 (d) Protection of whistle-blowers x Governance p. 132-133 ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-bribery laws x x Governance p. 135 ESRS G1-4 24 (b) Standards of anti-corruption and anti-bribery paragraph 24 (b) x Governance p. 135 Our business Governance Sustainability statement Financial statements 81 ANNUAL REPORT 2024 Policy Overview MDR-P Håvard Minsås, Consultant, Oslo General disclosures. ESRS-2 Our business Governance Sustainability statement Financial statements 82 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Environmental Environmental Policy Scope: Focuses on reducing environmental impact using new technologies and digital tools. Policy & objectives: Aims to minimize climate impact from operations. Full climate impact will be reported in 2025, with measurable KPIs aligned with the Paris Agreement, set from 2026. Actions & resources: Establishment of a Head of Sustainability, a Health, Safety, and Environment committee, and an environmental management system. Roles and responsibilities: Defined roles for Executive Management, Head of Sustainability, Quality Management Group Function, HSE Officers, and employees. KPIs & measures implemented: Plan to set KPIs in 2026; measures already implemented include digital signing of contracts and limiting travel activities. Metrics & targets: Specific metrics to measure energy usage, waste management and business travel and employee commuting are defined. E1 - Green transition with digitalisation E1 - Emissions from business travel E1 - Emissions from offices Itera Group Head of sustainability ISO 14001:2015 ESRS Corporate intranet Governance/Social Code of Conduct Ethical standards: Promotes integrity, honesty, and fairness in all business practices. Legal compliance: Mandates adherence to applicable laws and regulations. Safe workplace: Ensures a respectful and inclusive environment free from harassment or discrimination. Anti-corruption: Enforces strict guidelines against bribery and corruption. Conflict of interest: Requires avoidance of situations that could compromise objectivity in decision-making. Fair competition: Prohibits anti-competitive behavior and collusion among employees. Reporting mechanisms: Encourages reporting unethical behavior without fear of retaliation. Confidentiality protection: Emphasizes safeguarding confidential information in compliance with data protection laws. Business partner expectations: Extends ethical standards to business partners working with Itera. Consequences for violations: States that breaches may lead to disciplinary actions, including termination. S1 - Diversity & inclusion S1 - Actions against violence and harass- ment in the workplace S1 - Competence development S1 - HSE G1 - Data protection G1 - Corruption/bribery G1 - Corporate culture Itera Group Quality Management Group Function CFO Group COO The OECD Guidelines for Multilateral Enterprises The OECD Due Diligence Guidance for Respon- sible Business Conduct The UN Guiding Principles on Business and Human Rights The UN Declaration of Human Rights and the Convention on the Rights of the Child ILO Conventions General Data Protection Regulation (GDPR) Transparency Act (Norway) Working Environment Act (Norway) Personal Data Act (Norway) Corporate intranet Our business Governance Sustainability statement Financial statements 83 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Governance Supplier Code of Conduct Commitment to ethics: Itera maintains a zero-tolerance policy for illegal and unethical behavior, including bribery, corruption, and human rights violations. Applicability: The Code applies to all suppliers and subcontractors providing goods or services to Itera. Legal compliance: Suppliers must comply with international and local laws related to data protec- tion, employment, taxation, environmental standards, and more. Anti-bribery measures: Prohibits all forms of bribery and corruption, requiring suppliers to imple- ment preventive measures. Health and safety: Suppliers must provide a safe working environment and comply with health, safety, and environmental regulations. Labor rights: Emphasizes respect for human rights by prohibiting forced labor, child labor, and dis- crimination, and ensuring fair compensation. Monitoring compliance: Itera reserves the right to audit suppliers for compliance with the Code; non-compliance may result in the termination of contracts. Management rights: Itera’s management can alter the Code as needed, requiring suppliers to con- firm compliance after changes. G1 - Customer specific compliance G1 - Corruption/bribery G1 - Supplier management Itera Group Head of the Contract Management Office Procurement Manager Quality Management Group Function Transparency Act (Norway) Working Environment Act (Norway) Personal Data Act (Norway) Universal Declaration of Human Rights (UDHR) UN Guiding Principles on Business and Human Rights (UNGP) ILO Conventions General Data Protection Regulation (GDPR) Corporate website and corporate intranet Governance/Social Diversity & inclusion policy Diversity commitment: Promotes diversity in race, gender, age, sexual orientation, disability, and cultural background. Inclusive environment: Aims to ensure all employees feel valued and respected. Equal opportunities: Guarantees non-discriminatory practices in hiring and promotions. Training programs: Providing training to raise awareness about diversity issues. Supportive policies: Implements policies that accommodate diverse needs and promote work-life balance. Employee engagement: Encourages involvement in diversity initiatives for continuous improvement. G1 - Corporate culture S1 - Diversity & inclusion Itera Group Head of HR UN Global Compact Corporate intranet Our business Governance Sustainability statement Financial statements 84 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Social HSE Policy Commitment to safety: Ensures that all work is conducted with regard for the health and safety of employees, subcontractors, and visitors. Systematic approach: HSE practices are based on risk assessments, policies, processes, and defined roles. Continuous improvement: Aims to prevent damage and pollution while reducing risks as much as possible. Employee well-being: Promotes health and safety by preventing incidents that could harm employees. Legal compliance: Adheres to local laws and regulations as a minimum standard for HSE practices. Management responsibility: Top management supports the policy and ensures accountability among all employees. S1-HSE Itera Group Head of Corporate HSE ISO 45001 Corporate intranet Governance/Social Personal Data Protection Policy Data processing principles: Ensures that personal data is processed lawfully, fairly, and transpar- ently in accordance with legal standards. Rights of data subjects: Affirms individuals’ rights to access, rectify, erase, and port their personal data upon request. Accountability and compliance: Establishes responsibilities for employees and departments to ensure compliance with data protection laws. Data security measures: Mandates the implementation of appropriate technical and organisational measures to protect personal data from breaches. Breach notification protocols: Outlines procedures for responding to data breaches, including timely notification to affected individuals and authorities. S1 - Privacy G1 - Data Protection Itera Group Group COO General Data Protection Regulation (GDPR) PIMS ISMS Corporate intranet Our business Governance Sustainability statement Financial statements 85 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Governance/Social Information Security Policy Data security commitment: Emphasizes the importance of protecting the confidentiality, integrity, and availability of information assets. Scope of application: Applies to all employees, contractors, and authorized personnel accessing company IT and physical assets. Roles and responsibilities: Defines specific responsibilities for leadership roles in ensuring compli- ance with security measures. Risk management approach: Encourages regular risk assessments in order to identify vulnerabili- ties and to ensure appropriate controls to mitigate risks are implemented. Continuous improvement: Mandates periodic reviews and updates of security policies to adapt to changing threats and organisational needs. S1 - Privacy G1 - Data Protection Itera Group Information Security Manager ISO 27002 NIST Corporate intranet Governance/Social Itera Privacy Policy Data controller responsibility: Itera acts as the data controller for personal data processing, deter- mining the purposes and means of processing. Personal data processing: Describes various situations where personal data may be processed, such as enquiries, job applications, and service interactions. User rights: Affirms individuals’ right to access, rectify, and erase their data, and to object to certain types of processing. Security measures: Details the technical and organisational measures in place to protect personal data from breaches or unauthorized access. Contact information: Provides contact details for enquiries regarding the privacy policy or concerns about personal data processing. S1 - Privacy G1 - Data Protection Itera Group Group COO General Data Protection Regulation (GDPR) Corporate website and corporate intranet Our business Governance Sustainability statement Financial statements 86 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Governance/Social Whistle-Blowing Policy Purpose of the policy: Encourages employees to report unethical behavior, fraud, or violations of laws and regulations without fear of retaliation. Reporting mechanisms: Provides clear channels for reporting concerns, including confidential options to ensure anonymity if desired. Protection against retaliation: Guarantees protection for whistle-blowers against any form of retali- ation or discrimination as a result of their reports. Investigation procedures: Outlines the process for investigating reported concerns promptly and thoroughly, ensuring confidentiality throughout. Employee responsibilities: Emphasizes the duty of all employees to report suspected misconduct and cooperate with investigations. S1 - Diversity and Inclusion S1 - Actions against violence and harass- ment in the workplace G1 - Corruption/Bribery G1 - Other Business misconduct G1 - Customer specific compliance Itera Group Group CFO Transparency Act (Norway) Working Environment Act (Norway) Personal Data Act (Norway) Universal Declaration of Human Rights (UDHR) UN Guiding Principles on Business and Human Rights (UNGP) ILO Conventions General Data Protection Regulation (GDPR) Corporate intranet Governance Procurement Policy Purpose and scope: Aims to ensure efficient procurement of products and services, applicable worldwide to all procurement activities at Itera. Supplier management: Establishes guidelines for assessing and selecting suppliers based on their ability to meet contractual commitments. Compliance with laws: Ensures adherence to relevant laws, regulations, and ethical standards in all procurement processes. Due diligence: Emphasizes the importance of conducting due diligence on suppliers to mitigate risks related to human rights and compliance. Risk assessment: Requires ongoing evaluation of supplier performance and risk management throughout the procurement lifecycle. Contract management: Outlines procedures for creating, renewing, and terminating contracts with suppliers while ensuring they are up-to-date. Invoice management: Details processes for managing invoices from suppliers effectively, ensuring timely payments after approval. Environmental considerations: Integrates environmental aspects into procurement decisions by promoting sustainable practices among suppliers. G1 - Customer specific compliance G1 - Supplier management Itera Group Head of the Contract Management Office Procurement Manager Quality Management Group Function Universal Declaration of Human Rights (UDHR) UN Guiding Principles on Business and Human Rights (UNGP) ILO Conventions General Data Protection Regulation (GDPR) Corporate intranet Our business Governance Sustainability statement Financial statements 87 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Governance Quality Policy & Objectives Commitment to quality: Emphasizes Itera’s dedication to delivering high-quality products and ser- vices that meet or exceed customer expectations. Customer focus: Prioritizes understanding and addressing customer needs as a fundamental aspect of quality management. Continuous improvement: Encourages the ongoing assessment and enhancement of processes, services, and products to achieve higher levels of quality. Employee engagement: Recognises the importance of involving employees at all levels in the quality management process, fostering a culture of accountability and excellence. Compliance with standards: Aims to adhere to relevant industry standards and regulations, ensur- ing that all operations align with best practices in quality management. G1 - Corporate Culture G1 - Customer specific compliance Itera Group Quality Management Group Function ISO 9001 Corporate intranet Governance/Social Risk Management Policy Purpose and scope: Establishes a systematic approach to risk management to support deci- sion-making, protect organisational assets, and ensure compliance with relevant regulations. Risk assessment process: Defines procedures for identifying potential risks across various domains, including operational, financial, environmental, social, and governance-related risks. Environmental risk management: Emphasizes the identification and mitigation of environmental risks that could impact sustainability goals or regulatory compliance related to ecological concerns. Social responsibility considerations: Addresses risks associated with social factors such as labor practices, community relations, and stakeholder engagement to promote corporate social responsibility. Governance: Outlines the governance structure for risk management, ensuring accountability at all levels of the organisation and adherence to ethical standards. Mitigation strategies: Outlines strategies for minimising or eliminating identified risks through pro- active measures, contingency planning, and resource allocation. Roles and responsibilities: Assigns specific responsibilities to employees across various depart- ments for implementing risk management practices and reporting on risk status. Continuous monitoring and review: Emphasizes the importance of the ongoing monitoring of risks related to environmental impact, social dynamics, and governance issues while requiring the risk management process to be reviewed regularly to adapt to changing circumstances. S1 - Lack of compe- tence and development S1 - Privacy S1 - Access to com- petence in the market (Nordics) S1 - Safety for Ukraine employees G1 - Data protection G1 - Corruption & bribery G1 - Supplier Management G1 - Maintain deliveries from Ukraine G1 - Other business misconduct G1 - Customer specific compliance Itera Group Compliance Office Quality Management Group Function N/A Corporate intranet Our business Governance Sustainability statement Financial statements 88 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Governance Doing business in Ukraine Purpose and scope: The policy outlines the guidelines and principles for conducting business operations in Ukraine, specifically within the defense sector. It aims to ensure compliance with local regulations, ethical standards, and international best practices. Risk assessment process: The policy includes a comprehensive risk assessment framework to iden- tify potential risks associated with operating in Ukraine’s defense sector. This involves evaluating political, economic, environmental, and operational risks. Environmental risk management: The policy emphasizes the importance of environmental sus- tainability. It details procedures for assessing environmental risks and implementing measures to minimize negative impacts on natural resources and ecosystems. Social responsibility considerations: The policy highlights the organisation’s commitment to social responsibility. It includes strategies for engaging with local communities, promoting human rights, and ensuring fair labor practices. Governance: A robust governance framework is outlined in the policy to ensure transparency, accountability, and ethical conduct in all business activities. This includes establishing clear roles and responsibilities for oversight and decision-making. Mitigation strategies: The policy provides detailed mitigation strategies to address identified risks. These strategies include contingency planning, risk transfer mechanisms (such as insurance), and proactive measures to prevent adverse outcomes. Roles and responsibilities: The document assigns specific roles and responsibilities to various stakeholders within the organisation. This ensures that everyone is aware of their duties related to compliance, risk management, environmental protection, social responsibility, governance, and monitoring. Continuous monitoring and review: The policy mandates the continuous monitoring of business activities in Ukraine’s defense sector. Regular reviews are conducted to assess compliance with the policy’s guidelines and the effectiveness of implemented strategies. Adjustments are made as necessary based on findings from these reviews. G1 - Corruption & bribery G1 - Business in Ukraine Itera Group Group COO OECD Guidelines for Multinational Enterprises UN Global Compact Principles Defense Industry Regulations (ITAR/EAR) Corporate intranet Our business Governance Sustainability statement Financial statements 89 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Social Competence Development Policy Purpose and scope: The document outlines the strategy and framework for developing compe- tencies within Itera. It aims to enhance employee skills, knowledge, and performance to align with organisational goals. Risk assessment process: A risk assessment process is included to identify potential challenges in implementing competence development initiatives. This involves evaluating factors such as resource availability, employee engagement, and external influences. Environmental risk management: While primarily focused on competence development, the docu- ment includes considerations for environmental sustainability in training programs and activities. Social responsibility considerations: The strategy emphasizes social responsibility by promoting inclusive and equitable opportunities for all employees. It includes measures to support diversity, equity, and inclusion within the organisation. Governance: A governance framework is established to oversee competence development initia- tives. This includes defining roles and responsibilities for leadership, HR teams, and other stakehold- ers involved in planning and execution. Mitigation strategies: The document outlines mitigation strategies to address risks associated with competency development. These include contingency plans for resource allocation, alternative train- ing methods, and continuous improvement processes. Roles and responsibilities: Specific roles and responsibilities are assigned to ensure the effective implementation of competence development initiatives. This includes identifying key person- nel responsible for designing programs, delivering training, monitoring progress, and evaluating outcomes. Continuous monitoring and review: The document mandates the ongoing monitoring of compe- tency development efforts. Regular reviews are conducted to assess the effectiveness of training programs, identify areas for improvement, and make necessary adjustments to achieve desired results. S1 - Competence development S1 - Use of new technologies and competence Itera Group Head of HR OECD Guidelines for Multinational Enterprises UN Global Compact Principles Working Environment Act (Norway) Universal Declaration of Human Rights (UDHR) UN Guiding Principles on Business and Human Rights (UNGP) Corporate intranet Our business Governance Sustainability statement Financial statements 90 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Social Personnel Handbooks (country-specific) Purpose and scope: The handbook outlines guidelines, policies, and procedures for employees to ensure consistency, fairness, and legal compliance. Risk assessment process: Includes a process to identify challenges in personnel management such as employee satisfaction, legal compliance, workplace safety, and operational efficiency. Environmental risk management: Details procedures for minimising environmental impacts and promoting sustainability in workplace practices. Social responsibility considerations: Highlights commitment to human rights, community support, fair labor practices, diversity, and inclusion. Governance: Establishes roles and responsibilities for oversight and decision-making to ensure transparency and accountability. Mitigation strategies: Provides strategies for addressing risks including contingency planning, con- flict resolution mechanisms, and health and safety protocols. Roles and responsibilities: Assigns specific duties related to compliance, risk management, envi- ronmental protection, social responsibility, governance, and monitoring. Work-life balance: Promotes work-life balance through flexible working hours, remote working options, leave policies (e.g., vacation days or parental leave), wellness programs (including mental health support). Continuous monitoring and review: Mandates ongoing monitoring of personnel activities with regu- lar reviews to assess policy compliance and strategy effectiveness. Adjustments are made based on review findings. S1 - Work life balance S1 - HSE Itera Group Head of HR ISO 14001:2015 Working Environment Act (Norway) Universal Declaration of Human Rights (UDHR) UN Guiding Principles on Business and Human Rights (UNGP) Corporate intranet Our business Governance Sustainability statement Financial statements 91 ANNUAL REPORT 2024 Policy Overview MDR-P General disclosures. ESRS-2 ESRS Policy Description of key contents IRO covered by policy Scope of policy Accountable for implementation Internationally recognised instruments Availability Social/Governance Corporate Business Continuity Policy, Corporate Business Continuity Plan, Incident Response Plans (pr. Location) Purpose and scope: These documents outline the guidelines, policies, and procedures for ensuring business continuity within the organisation. They aim to protect employee safety, maintain critical operations, and minimize disruptions during incidents. This includes measures to ensure protection of health and safety during disaster or war activities, as well as maintaining continuous delivery of services and products from Ukraine despite disruptions. Roles and responsibilities: • Specific roles are assigned within the organisation to ensure the effective implementation of business continuity policies: Crisis Management Team: Includes Crisis Manager(s), Deputy Crisis Manager(s), Facility Manager(s), Public Spokesperson(s), Communication Manager(s), Human Resource Manager(s), Information Security Manager(s). • Incident reporting & handling: Every employee must report disruptive incidents; Crisis Managers coordinate internal activities to prevent or eradicate crises; Problem Coordinators assess prob- lems and propose resolutions. • Crisis managers: Execute regular drills/testing scenarios with customers’ approval when necessary. • Employees: Use alternative communication methods like mobile phones/VPN customers/home offices during disruptions. Continuous monitoring and review: Ongoing monitoring with regular reviews ensures compliance with policies/guidelines as well as the effectiveness of implemented strategies. Adjustments are made based on findings from these reviews: Evacuation plans & work-from-home solutions: Detailed plans for emergencies; alternative working arrangements if office premises are inaccessible or working from home becomes impossible. Backup facilities & continuity planning: Specifications available for backup facilities like UPS backups/power generator backups/internet providers at different locations (e.g., Kyiv/Lviv); ensuring critical resources/people/services can be relocated temporarily under emergency conditions. S1 - Safety for Ukraine employees G1 - Maintain deliveries from Ukraine Itera Group Group COO N/A Corporate intranet Our business Governance Sustainability statement Financial statements 92 ANNUAL REPORT 2024 Environmental ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes 94 E1-1 Transition plan for climate change mitigation 94 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model 95 ESRS 2 IRO-1 Description of the processes to identify and assess material climate-related impacts, risks and opportunities 96 E1-2 Policies related to climate change mitigation and adaptation 97 E1-3 Actions and resources in relation to climate change policies 97 E1-4 Targets related to climate change mitigation and adaptation 98 E1-5 Energy consumption and mix 99 E1-6 Gross Scopes 1 and 2 GHG emissions 100 E1-9 Anticipated nancial effects from material physical and transition risks and potential climate-related opportunities 101 Taxonomy Regulation 102 Gro Matthiasen, Typographer, Oslo Our business Governance Sustainability statement Financial statements 93 ANNUAL REPORT 2024 ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes The Itera Group does not currently incorporate climate-related considerations into the remu- neration of its administrative, management, or supervisory bodies or of its employees at any level. Consequently, there are no performance assessments against GHG emission reduction targets as outlined in Disclosure Requirement E1-4, nor is any portion of remuneration linked to climate-related considerations. E1-1 Transition plan for climate change mitigation The Itera Group does not have a transition plan for climate change mitigation in place. The primary reason for this is that it does not have a complete overview of the company’s climate emissions, as this is the first year Itera is imple- menting the standard. However, the Itera Group is committed to adopting a comprehensive transition plan within the next two years. This plan will ensure that the company’s strategy and business model are compatible with the tran- sition to a sustainable economy and the goals outlined in the Paris Agreement. Environmental E1. Climate change Jozef Chren, Developer, Bratislava Tomas Nemecek, Developer, Bratislava Our business Governance Sustainability statement Financial statements 94 ANNUAL REPORT 2024 Environmental E1. Climate change ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model Climate risk is managed by the risk management governance structure that also manages the other risks to which Itera is exposed. For details regarding risk management processes, see General disclosures. ESRS-2, GOV 5 risk management. Page 68 The TCFD framework sets out three main types of risk associated with climate risk. These are physical risk, transition risk and liability risk. Physical risk: The risk from climate and weath- er-related events, e.g. heat waves, droughts, floods, storms etc. Such events may potentially lead to large financial losses and reduce the value of assets and the creditworthiness of customers. Transition risk: The risk resulting from the transition to a low-carbon society. Changes in politics, technology and societal sentiment may lead to changes in the value of many assets. An example is increased carbon pricing or a marked decrease in demand for goods and ser- vices that have a clear negative climate impact. At the same time, the transition to a low-emis- sions economy also entails opportunities. Liability risk: Claims for compensation related to decisions or a lack of decisions that can in one way or another be linked to climate policy or climate change. Itera’s business model and strategy are highly resilient to addressing climate change. The com- pany has not identified any physical or liability risks associated with its operations, locations, or activities. However, the green transition presents both transition risks and opportunities for Itera. Itera’s transition risk arises from its need to report and manage its climate impact as required by stakeholders, while the opportunity lies in leveraging business prospects related to customers’ need for sustainable solutions. Hence, they are identified as IROs. This resilience in Itera’s business model and strategy is rooted in its service-oriented nature, which does not rely on natural resources or spe- cific locations. As experts in hybrid deliveries, Itera ensures efficient operations of consistent quality regardless of geography, requiring only personnel, IT equipment, and internet access. Additionally, the company maintains minimal assets under direct control and has limited dependencies on suppliers within its value chain that could be affected by climate-related risks. Consequently, the robustness of its model encompasses both its value chain and its own operations as well as upstream activities. Fur- thermore, the company is agile and can quickly adapt or update its business model or strategy when necessary. As described in General disclosures. ESRS-2 IRO 1, the DMA process was extensive and involved Itera’s most important stakeholders, both internal and external, including individuals with deep knowledge and experience of the company and its operating environment. This allowed Itera to adequately assess its situa- tion. The company concludes that while it has a negative impact on climate change mitigation through emissions, its emissions are not major given the nature of its business. In this context, Itera also discussed and evaluated whether future scenarios could lead to further risks for its business, including its activities, assets and value chain. It has not identified any significant future risks beyond what is currently reported. Itera considers this approach sufficient for assessing and understanding its situation, especially since its potential exposures are deemed limited. However, Itera will evaluate the potential benefits of future upgrades, such as conducting further scenario analysis. Andreas Vestre, Business Consultant, Oslo Our business Governance Sustainability statement Financial statements 95 ANNUAL REPORT 2024 ESRS 2 IRO-1 Environmental E1. Climate change Impacts, risks and opportunities (IROs) Value chain Time horizon ESRS Description IRO Up stream Own operations Down stream Short term Medium term Long term E1 Green transition with digitalisation Itera is committed to helping customers achieve digital and sustainable transformations. It is well-docu- mented and widely accepted that digitalisation and technology will play an important role in the green and sustainable transformation of all industries and sectors. This also includes optimising cloud and application management, which can lead to reductions in energy consumption. Positive impact & Opportunity X X X E1 Emissions from own operations The greenhouse gas emissions related to Itera’s operations primarily stem from its personnel and office activities, including employee travel to and from the workplace, customer assignments, and business trips. The largest impact comes from air travel between offices in Norway, the Nordic region, and Eastern Europe. Additionally, the energy consumption at Itera’s 15 growing offices across Europe contributes to emissions, along with emissions from purchasing goods and services like inventory and IT equipment. Negative impact & risk X X X Description of the processes to identify and assess material climate-related impacts, risks and opportunities Our business Governance Sustainability statement Financial statements 96 ANNUAL REPORT 2024 Material climate-related risks The Itera Group has identified the greenhouse gas emissions from its operations – such as business travel, energy consumption in offices, and emissions from office equipment and IT items – as a material climate-related transition risk. With offices across Europe, travel is essen- tial for optimal collaboration and high-qual- ity deliveries, contributing to the company’s carbon footprint. There is a risk that customers or authorities may impose requirements for emission reductions; neglecting this could result in financial impacts such as the loss of business opportunities, customers, or fines from govern- ments. However, the efforts needed to address these risks are expected to be moderate due to the relatively low emissions associated with the Itera Group’s operations and value chain. Opportunities related to climate change For Itera, the green transition presents an opportunity as the transition will be supported by technologies and the digitisation of indus- tries – areas where it possesses core expertise. Itera and other players within the ICT sector will play an important role in the EU’s green transition plan by enabling sustainable change through technology. The sector can enable this transformation by helping companies to enhance their data analytics for environmental tracking and optimising business operations and resource usage. Additionally, it can lever- age smart technologies for energy efficiency, optimize supply chains for transparency and accountability, support sustainable product and software development, and enhance the circu- larity and lifespan of products, applications and assets. New technologies like AI are key to this transition. These advancements could empower businesses to make progress toward sustaina- bility while achieving greater efficiency. E1-2 Policies related to climate change mitigation and adaptation The Itera Group has implemented an Environ- mental Policy to manage material sustainabil- ity matters effectively. The Itera Group firmly believes that leveraging disruptive technologies and digitalisation is crucial for mitigating climate change. However, the Group also recognises the importance of minimising the environmental impact of its own operations. As a consultancy firm in the ICT sector, the Itera Group’s primary impact is associated with its personnel and office locations. While the group’s direct climate impact from its operations is relatively small, the Itera Group acknowledges the importance of contributing to broader environmental sustaina- bility efforts, as expected by its stakeholders. The Environmental Policy’s primary objective is to minimise the climate impact of the Group’s operations. It covers all aspects of the Itera Group’s activities across the Nordics and Cen- tral and Eastern Europe, focusing on reducing emissions from its own operations through responsible resource use and compliance with environmental laws and regulations. The Policy also has an objective to leverage the business opportunities from the green transition. The Head of Sustainability, supported by a Health, Safety, and Environment committee, oversees the implementation of this Policy. The Itera Group’s commitment to sustainability is reflected in its efforts to limit paper usage, encourage public transport, manage waste, and reduce greenhouse gas emissions. The Policy also includes measures such as digital signing of contracts, promoting video meetings over travel, and ensuring energy-efficient office spaces. Stakeholder expectations are considered when setting the Policy, which is communicated across the organisation to ensure broad imple- mentation and continual improvement. In 2025, once Itera has produced a full over- view of its climate emissions, specific targets for climate reduction will be set, aligning with the Paris Agreement. Appropriate actions will also be created to support these targets and meas- ure progress. E1-3 Actions and resources in relation to climate change policies The Itera Group has not yet adopted specific actions tailored to achieving emission reduc- tions aligned with the Paris Agreement. The primary reason for this that it does not have a comprehensive overview of the its climate emissions, as this is the first year Itera is implementing the standard. A large portion of Itera’s emissions fall under Scope 3, which adds complexity to the emissions inventory process. The Itera Group aims to report its full emissions in its sustainability statement for 2025, at which point it will set targets and actions to support emission reductions. Environmental E1. Climate change Our business Governance Sustainability statement Financial statements 97 ANNUAL REPORT 2024 Kristine Nord, Digital Designer, Oslo Environmental E1. Climate change Furthermore, Itera has not adopted any actions to effectively track the opportunities related to green transition. Until such actions are established, the Itera Group will disclose its intentions alongside the relevant European Sustainability Reporting Standards (ESRS) disclosures. In 2025, Itera Group will set specific climate reduction targets aligned with the Paris Agree- ment, with measurable KPIs to track progress. As these targets are decided, new and concrete actions will be introduced to support their achievement. Additionally, Itera intends to set targets and corresponding actions related to opportunities arising from the green transition. E1-4 Targets related to climate change mitigation and adaptation The Itera Group has not yet established meas- urable targets for climate change mitigation related to emission reductions, primarily due to its current lack of comprehensive data on the company’s scope 3 emissions, which constitute a significant portion of Itera’s total emissions. Itera aims to achieve full reporting of its Scope 1, 2, and 3 emissions by its 2025 statement. Once this complete overview is obtained, Itera will set measurable targets using 2025 as the base year. Additionally, Itera has not set any targets for cli- mate change adaptation related to opportunities arising from the green shift and digitalisation. This is due to unclear tracking of such activities and the fact that customers retain control over output effects and how they leverage them. As of now, Itera is not aware of any common meth- odology to track such enabling activities. In the interim, the Itera Group will monitor the effectiveness of its current policies and actions concerning material sustainability-re- lated impacts, risks, and opportunities through established processes that evaluate progress using defined levels of ambition along with both qualitative and quantitative indicators. The base period for measuring progress will be deter- mined upon the full implementation of these tracking processes in 2025. Our business Governance Sustainability statement Financial statements 98 ANNUAL REPORT 2024 Environmental E1. Climate change Energy consumption and mix 2024 Total energy consumption from fossil sources (kwh) 73 085 Consumption of purchased electricity, heat, stream and cooling from non-renewable sources (kwh) 293 703 Total non-renewable energy consumption (kwh) 366 788 Share of non-renewable sources in total energy consumption (%) 41 % Total energy consumption from nuclear sources (kwh) 389 295 Share of nuclear sources in total energy consumption (%) 44 % Consumption of purchased electricity, heat, stream and cooling from renewable sources (kwh) 131 900 Total renewable energy sources in total energy consumption (kwh) 131 900 Share of renewable sources in total energy consumption (%) 15 % Total energy consumption (kwh) 887 983 In 2024, Itera’s total energy consumption amounted to 887 MWh. ‘Energy mix’ refers to the combination of different sources of energy used by an organisation, including fossil fuels, nuclear power, and renewable resources. For Itera, the breakdown of energy consump- tion is as follows: 366 MWh (41%) was derived from non-renewable sources, while nuclear sources contributed 389 MWh (44%) to the overall energy mix. The consumption of pur- chased electricity, heat, steam, and cooling from non-renewable sources accounted for 293 MWh, while fossil fuels accounted for 73 MWh of the non-renewable energy consumption of 366 MWh. In contrast, renewable energy sources comprised 134 MWh (15%) of the total energy consumption. The energy mix is derived using the same approach as market-based scope 2 emissions, which combines country residual mixes from AIB’s dataset and specific contracts/guaran- tees of origins for energy sources (see E1-6 for details). This data highlights Itera’s commitment to monitoring its energy consumption and mix as part of its sustainability efforts while also indi- cating areas for potential improvement in terms of increasing the share of renewable energy in its operations. E1-5 Energy consumption and mix Lasse Maugesten, Head Of Business Consulting, Oslo Our business Governance Sustainability statement Financial statements 99 ANNUAL REPORT 2024 Environmental E1. Climate change E1-6 Gross Scopes 1 and 2 GHG emissions Definitions Scope 1: Direct emissions Scope 1 emissions are direct greenhouse gas emissions from sources owned or controlled by an organisation, such as fuel combustion in vehicles and on-site energy production. Itera has zero emissions within scope 1. Scope 2: Indirect emissions Scope 2 emissions refer to the indirect green- house gas emissions from the generation of the purchased electricity, steam, heating, and cooling consumed by an organisation. Scope 2 also includes energy consumed by the from two electric cars used by top management. Location-based method Using the location-based method, these emissions are calculated based on the average emissions intensity of the energy grid in the geo- graphic area where the organisation operates. For Itera, this means accounting for office energy consumption from all offices. We used the country specific climate declarations to convert kWh to tCO2e. In cases where there is no country-specific information in the dataset, such as for Ukraine, we applied the number GHG emissions 2024 Scope 1 GHG emissions Scope 1 GHG emissions (tCo2e) 0,0 Scope 2 GHG emissions Scope 2 location-based GHG emissions (tCo2e) 141 Scope 2 market-based GHG emissions (tCo2e) 168 Total Scope 1 & 2, locations-based (tCo2e) 141 Total Scope 1 & 2, market-based (tCo2e) 168 from the neighbor country. In this case, Poland. Itera’s total scope 2 emissions using the loca- tion-based method were 140 tCo2e. Market-based method Using the market-based method, these emis- sions are calculated based on the specific energy purchases made by the organisation, taking into account contractual instruments such as power purchase agreements (PPAs) or renewable energy certificates (RECs). This method reflects the emissions associated with the energy that an organisation has chosen to buy, allowing for a more accurate representation of its commitment to renewable energy sources. For Itera, this means accounting for office energy consumption from all offices. We used the AIB dataset of residual mix per country to convert kWh to tCO2e. In cases where there is no country-specific information in the dataset, such as for Ukraine, we applied the EU average. In the next step, any contracts held are taken into account, i.e. the energy consumption of offices where any renewable energy contracts are in place is excluded. Specifically, Itera’s headquarters in Oslo and its in Fredrikstad, Kraków, and Stockholm have such contracts and are therefore excluded when calculating Scope 2 energy consumption using the market-based method. Itera’s total scope 2 emissions using market-based method is 166 tCo2e. Our business Governance Sustainability statement Financial statements 100 ANNUAL REPORT 2024 Oleksandr Storokha, Head of Ukraine and Poland, Kyiv Environmental E1. Climate change Renewable energy sources are generally verified more extensively than other sources, so the residual mix typically contains a higher share of high-carbon fuels like coal and gas than the grid average mix. Consequently, the emission factors of the residual mix are usually higher than those of the grid average mix. For heating and cooling of our offices, we have used average factors for district heating, district cooling, and gas heating. These were used for both the market-based and location-based methods. Itera has no biogenic emissions in either scope 1 or 2. Scope 3: Other indirect emissions Scope 3 emissions are indirect greenhouse gas emissions that occur in a company’s value chain, including those from purchased goods and services, transportation, business travel, waste disposal, employee commuting, and the use of sold products. The Itera Group has postponed reporting on Disclosure Requirement E1-6 – Scope 3, in accordance with Appendix C of ESRS 1. Itera is actively working on improving its collection of data for scope 3 for its reporting on 2025. Scope 3 emissions are likely to constitute a significant part of Itera’s total emissions. Data collection Itera’s collection of emissions data is a system- atic process overseen by the Head of Sustaina- bility. The Head requests emissions data from internal resources at local offices, who in turn reach out to landlords for necessary energy consumption information. If energy figures are only available for the entire building, Itera allo- cates its share based on the proportion of space rented compared to the total building space. Since Itera’s offices are leased or rented, full control and responsibility for energy manage- ment lie with the landlords. All energy consump- tion data is collected in MWh, and any energy sources measured in other units are converted to MWh using a conversion calculator. To calculate emissions, Itera employs differ- ent methods for scope 2 emissions. For office electricity, MWh is converted to tCO2e using country-specific residual mixes (marked-based method) or grid average mix (location-based method). For office heating and cooling, average emission factors for district heating, cooling and gas heating are used. For emissions related to company cars, driving distances in kilometers are collected from car users (top management) and converted to tCO2e using the applicable emission factor. This comprehensive approach enables Itera to accurately track and report its emissions. E1-9 Anticipated nancial eects from material physical and transition risks and potential climate-related opportunities The Itera Group has postponed reporting on Disclosure Requirement E1-9 – Anticipated Financial Effects from Material Physical and Transition Risks and Potential Climate-Related Opportunities, in accordance with Appendix C of ESRS 1. Our business Governance Sustainability statement Financial statements 101 ANNUAL REPORT 2024 EU Taxonomy Background/Introduction As a company required to report on sustaina- bility (CSRD) under the Norwegian Accounting Act, the Itera Group is also obligated to comply with the EU Taxonomy. The EU Taxonomy is a vital component of the EU’s sustainable finance framework, acting as a transparency tool aimed at directing investments toward economic activities that support the green transition in line with the European Green Deal. To achieve EU climate and energy targets, investments must focus on sustainable projects. Additionally, the Taxonomy seeks to prevent ‘greenwashing’ and reduce information asymmetry between reporters and users of sustainability reports. 2023 was the first year of mandatory reporting for large companies. The six environmental objectives of the taxonomy are: (1) climate change mitigation (2) climate change adaptation (3) sustainable use and protection of water and marine resources (4) transition to a circular economy (5) pollution prevention and control (6) protection and restoration of biodiversity and ecosystems Itera’s service deliveries As a service provider within the information technology and communication sector (ICT), our expertise is in digital business, design, data, AI & analytics, development and architecture, cloud and application services, and testing and quality assurance. These competences can help companies in other industries with their sustainable transition. Hence, Itera and other players in the ICT sector are relevant and important for the EU’s green transition. Through the above-mentioned services, ICT can optimize energy and/or resource usage for companies in other industries. Itera advises customers on how they can implement and succeed with sustainability and social responsibility. Itera analyses its custom- ers’ current situations, value propositions, goals and ambitions. Itera is a realisation partner for sustainable transformation, from idea to design and development. Developing digital products and services that deliver value Our business Governance Sustainability statement Financial statements 102 ANNUAL REPORT 2024 Environmental E1. Climate change The reporting scope for EU taxonomy for 2024 Eligibility scope and reporting Description Activity Code Category Computer programming, consultancy, and related activities CCA 8.2 Climate Change Adaptation Data Processing, hosting, and related activities CCA/CCM 8.1 Climate Change Adaptation, Climate Change Mitigation Data-driven solutions for GHG emissions reductions CCM 8.2 Climate Change Mitigation Programming and broadcasting activities CCA 8.3 Climate Change Adaptation Provision of IT/OT data-driven solutions CE 4.1 Circular Economy Provision of IT/OT data-driven solutions for leakage reduction WTR 4.1 Contributing to Water Software enabling physical climate risk management and adaptation CCA 8.4 Climate Change Adaptation Transport by motorbikes, passenger cars and light commercial vehicles CCA/CCM 6.5 Climate Change Adaptation, Climate Change Mitigation Acquisition & ownership of buildings CCM 7.7 Climate Change Mitigation Eligible activities are predetermined by the EU. To be eligible or to qualify as a sustainable activ- ity, an economic activity must be part of the EU’s predefined taxonomy activities. Identifying economic activities set by the EU that could be relevant for Itera: CCA 8.2 Computer programming, consultancy, and related activities: The Itera Group primarily provides program- ming, consultancy, and related services, and these constitutes the main category of its service deliveries. Economic activity CCA 8.2 is not classified as an enabling activity according to the Taxonomy framework. Therefore, turnover (revenue) generated from this activity cannot be categorized as taxonomy aligned. As such, Itera has excluded it from the eligibility section. While this activity may potentially contribute to envi- ronmental goals related to climate adaptation, it is not classified as an enabling activity. Conse- quently, turnover (revenue) associated with this activity should not be included in the taxonomy calculations. Furthermore, only capital expendi- tures (CapEx) and operational expenditures (OpEx) linked to climate adaptation measures should be included; however, this is not applica- ble for us in relation to this activity. CCA/CCM 8.1 Data Processing, hosting, and related activities: Itera delivers cloud and application services to customers to help them transition to the cloud from on-prem data centers as well as to manage applications and infrastructure. These activities could be relevant under CCA/CCM 8.1 Data Pro- cessing, hosting, and related activities. Evaluating 8.1, we see that only those hosting and data storage activities that are performed in the Company’s own data centers have been regarded as Taxonomy-eligible. Itera has tran- sitioned from its own data center and hosting services to an only cloud-based service delivery model (enabled by platforms like Microsoft, Google and Amazon). In other words, hosting and data storage activities that are performed in third-party data centers are not regarded as Taxonomy-eligible. This means that economic activity 8.1 is not relevant for Itera in 2024. CCM 8.2 Data-driven solutions for GHG emis- sions reductions Itera delivers software development services where the outcome may be used by the cus- tomer to directly have an impact on their GHG emissions. In the EU description it is stated that this eco- nomic activity must be ‘predominantly aimed’ at reducing GHG emissions. With this criterion and Itera’s delivery model our current activities are outside the scope of 8.2. Economic activities CCA 8.3 – 8.4, CE 4.1 and WTR 4.1 These activities are outside the scope of Itera’s current delivery model and are therefore not relevant for us. Our business Governance Sustainability statement Financial statements 103 ANNUAL REPORT 2024 Environmental E1. Climate change Alignment scope and reporting An eligible activity is considered taxonomy-aligned when it meets all of the following three criteria. 1. Substantially contributes to one of the six economic activities in line with the Technical Screening Criteria (TSC). 2. Does-no-significant-harm (DNSH) in relation to the other environmental objectives. 3. Complies with minimum social safeguards (MSS) as described in the Taxonomy Regulation. EU activities outside the ICT sector. CCA/CCM 6.5. Transport by motorbikes, passen- ger cars and light commercial vehicles The Itera Group owns and leases a small number of company cars in the M1/N1 vehicle category, making this activity relevant for taxonomy reporting. The cars are used exclusively for inter- nal purposes, generating no revenue for the group. Therefore, only CapEx and OpEx related to these cars will be considered. One car was purchased in 2019, which falls outside the CapEx scope due to its purchase date. The other car is leased on a short-term lease, with associated costs included in the OpEx taxonomy scope. For Climate Change Adaptation (CCA) to be relevant, specific climate adaptation measures must be in place concerning the vehicles; however, this is not applicable here. Therefore, this activity is assessed under Climate Change Mitigation (CCM). CCM 7.7 Acquisition & ownership of buildings The Itera Group leases several offices across Europe. The larger offices are leased on long- term contracts and are treated as lease lia- bilities according to IFRS 16. These will be taxonomy eligible in the year of entering into the lease agreement. There were no new lease agreements in 2024. The group is exposed to running operating costs for maintenance of office buildings, repairs and short-term rental agreements. The short-term leases are typically small offices and cowork- ing spaces. These running costs are part of the scope for OPEX and are therefore eligible. Our business Governance Sustainability statement Financial statements 104 ANNUAL REPORT 2024 Environmental E1. Climate change Technical screening criteria (TSC) and Do-no-significant-harm (DNSH) Under activity CCM 7.7 Acquisition & owner- ship of buildings, there are taxonomy-eligible running costs for both short term leases and maintenance of and repairs to buildings on long term leases. These running costs are taxonomy eligible. However, as Itera rents, we have little influence on our buildings and facility manage- ment (other than the choice of where to rent). This is governed by landlords. Our buildings do not have the required energy performance cer- tificate. Hence, we conclude that these activities are not substantially contributing to one of the environmental objectives. Under the activity CCM 6.5 Transport by motor- bikes, passenger cars and light commercial vehicles, Itera’s company car on a short term lease is within scope. However, the car does not fulfill the substantial contribution criteria as the emissions per km are more than the threshold outlined. Comply with minimum social safe-guards (MSS) as described in the Taxonomy Regulation EU minimum social safeguards are screening criteria within human rights, anti-corruption, fair competition, and taxation. They are based on the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Mul- tinational Enterprises. As a member of the UN Global Compact, Itera reports on and complies with the UN Guiding Principles on Business and Human Rights. As part of its governance framework, Itera has policies covering anti-cor- ruption, fair competition, taxation, business, and human rights. This is outlined in the Itera Code of Conduct and Supplier Code of Conduct, which cover these topics for our own employees and suppliers. Further details on the policies are found in General disclosures. ESRS-2, MDR-P Policy overview Page 82 Hence, it is concluded that Itera’s economic activities comply with the minimum social safe- guards (MSS). Conclusion Itera’s EU taxonomy reporting for 2024 is of limited scope. All revenue-generating activities fall outside the taxonomy framework, resulting in no turnover classified as eligible or aligned. Furthermore, none of the company’s leased assets or operational costs meet the criteria for making a substantial contribution. As a result, Itera has no taxonomy-aligned activities across any of the three KPIs. Accounting principles Taxonomy KPIs Turnover (Revenue) The Itera Group’s revenue is derived from total revenues as reported in the financial statements. 100% of the KPI is allocated to non-eligible activities under the EU Taxonomy in 2024. Total Capital Expenditures (CapEx) CapEx reflects the group’s additions to assets during the reporting year, encompassing both tangible and intangible assets, as well as right-of-use assets. Specifically, this consists of additions to development costs and office, machinery & equipment. For further details, please refer to notes 11 and 12 in the financial statements. 100% of the KPI is allocated to non-eligible activities under the EU Taxonomy in 2024. Operating Expenditures (OpEx) OpEx includes expenses related to short-term leases that are not capitalized, as well as main- tenance costs. Specifically, it covers building renovations, repairs, property expenses, equip- ment upkeep, and short-term lease contracts. 100% of the KPI is allocated to eligible activities (7.7 and 6.5) under the EU Taxonomy. However, 0% is taxonomy aligned. Changes to last year’s reporting Due to errors in the accounting principle used in last year’s reporting, the comparative numbers from 2023 have been changed, to align with the numbers for the reporting year. Note that the error did not impact the share of taxonomy aligned activities in any of the KPIs. Our business Governance Sustainability statement Financial statements 105 ANNUAL REPORT 2024 Environmental E1. Climate change Financial year 2024 2024 Substaintial contribution DNSH criteria (Does not significant harm) Economic activities (1) Code (2) Turnover (3) Proportion of Turnover, year 2024 (4) Climate change mitigation (5) Climate change adoptation (6) Water (7) Pollution (8) Circular economy (8) Biodiversity (10) Climate change mitigation (11) Climate change adoptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Minimum safeguards (17) Proportion of Taxonomy-aligned (A.1.) or -eligible (A.2.) turnover, year 2023 (18) Category enabling activity (19) Category transitional activity (20) Turnover TNOK % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy eligible activities A.1. Environmentally sustainable activities (taxonomy-aligned) Revenue of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0 0% 0% Of which enabling 0 0% 0% Of which transitional 0 0% 0% Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Revenue of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 0 0% 0% Total (A.1+A.2) 0 0% 0% B. Non-Taxonomy-eligible activities Revenue of non-Taxonomy-eligible activities (B) 848,783 100% Total 848,783 100% Turnover Our business Governance Sustainability statement Financial statements 106 ANNUAL REPORT 2024 Environmental E1. Climate change Financial year 2024 2024 Substaintial contribution DNSH criteria (Does not significant harm) Economic activities (1) Code (2) CAPEX (3) Proportion of CAPEX, year 2024 (4) Climate change mitigation (5) Climate change adoptation (6) Water (7) Pollution (8) Circular economy (8) Biodiversity (10) Climate change mitigation (11) Climate change adoptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Minimum safeguards (17) Proportion of Taxonomy-aligned (A.1.) or -eligible (A.2.) CAPEX, year 2023 (18) Category enabling activity (19) Category transitional activity (20) CAPEX TNOK % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy eligible activities A.1. Environmentally sustainable activities (taxonomy-aligned) CAPEX of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0 0% % % % % % % 0% Acquisition & ownership of buildings CCM 7.7 0 0% N/EL N/EL N/EL N/EL N/EL N/EL 0% Of which enabling 0 0% 0% 0% 0% 0% 0% 0% 0% Of which transitional 0 0% 0% 0% 0% 0% 0% 0% 0% Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) CAPEX of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 0 0% % % % % % % 74% Acquisition & ownership of buildings CCM 7.7 0 0% N/EL N/EL N/EL N/EL N/EL N/EL 74% Total (A.1+A.2) 0 0% % % % % % % 74% B. Non-Taxonomy-eligible activities CAPEX of Non-Taxonomy-eligible activities (B) 10,766 100% Total 10,766 100% CapEx Our business Governance Sustainability statement Financial statements 107 ANNUAL REPORT 2024 Environmental E1. Climate change Financial year 2024 2024 Substaintial contribution DNSH criteria (Does not significant harm) Economic activities (1) Code (2) OPEX (3) Proportion of OPEX, year 2024 (4) Climate change mitigation (5) Climate change adoptation (6) Water (7) Pollution (8) Circular economy (8) Biodiversity (10) Climate change mitigation (11) Climate change adoptation (12) Water (13) Pollution (14) Circular economy (15) Biodiversity (16) Minimum safeguards (17) Proportion of Taxonomy-aligned (A.1.) or -eligible (A.2.) OPEX, year 2023 (18) Category enabling activity (19) Category transitional activity (20) OPEX TNOK % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. Taxonomy eligible activities A.1. Environmentally sustainable activities (taxonomy-aligned) OPEX of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0 0% % % % % % % 0% Acquisition & ownership of buildings CCM 7.7 0 0% N N/EL N/EL N/EL N/EL N/EL Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 0 0% N N N/EL N/EL N/EL N/EL 0% Of which enabling 0 0% 0% 0% 0% 0% 0% 0% 0% Of which transitional 0 0% 0% 0% 0% 0% 0% 0% 0% Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) OPEX of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) 2,960 100% % % % % % % 100% Acquisition & ownership of buildings CCM 7.7 2,859 3% EL N/EL N/EL N/EL N/EL N/EL 93% Transport by motorbikes, passenger cars and light commercial vehicles CCM 6.5 102 3% EL EL N/EL N/EL N/EL N/EL 6.9% Total (A.1+A.2) 2,960 100% % % % % % % 100% B. Non-Taxonomy-eligible activities OPEX of Non-Taxonomy-eligible activities (B) 0 0% Total 2,960 100% OpEx Our business Governance Sustainability statement Financial statements 108 ANNUAL REPORT 2024 Environmental E1. Climate change Taxonomy table for nuclear energy and fossil gas related activities as referred to in the Complimentary Climate Delegated Act Activity Type Description YES/NO Nuclear Energy Related Activities 1. The undertaking carries out, funds or has exposures to research, development, demonstration, and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. NO 2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for district heating or industrial processes such as hydrogen produc- tion, as well as their safety upgrades using best available technologies. NO 3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. NO Fossil Gas Related Activities 4. The undertaking carries out, funds or has exposures to construction or oper- ation of electricity generation facilities that produce electricity using fossil gaseous fuels. NO 5. The undertaking carries out, funds or has exposures to construction, refurbish- ment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. NO 6. The undertaking carries out, funds or has exposures to construction, refurbish- ment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. NO Øyvind Rage, Senior Consultant, Oslo Our business Governance Sustainability statement Financial statements 109 ANNUAL REPORT 2024 Environmental E1. Climate change Social SBM-3 Material impacts, risks and opportunities and their interactions with strategy and business model 111 S1-1 Policies related to own workforce 114 S1-2 Processes for engaging with own workforce and workers’ representatives about impacts 118 S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns 119 S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 120 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 123 S1-6 Characteristics of the undertaking’s employees in own workforce 123 S1-7 Characteristics of the undertaking’s non-employees in own workforce 125 S1-9 Diversity metrics 125 S1-11 Social protection 125 S1-13 Training and skills development metrics 125 S1-14 Health and safety metrics 126 S1-15 Work-life balance metrics 126 S1-16 Remuneration metrics 128 S1-17 Incidents, complaints and severe human rights impacts 128 Irène Sætre, Principal Designer, Oslo Our business Governance Sustainability statement Financial statements 110 ANNUAL REPORT 2024 SBM-3 Material impacts, risks and opportunities and their interactions with strategy and business model Itera’s workforce primarily consists of per- manently employed staff, working from our 15 offices across the Nordics and Central and Eastern Europe. Most employees are consult- ants specialising in technology, design, and business consulting, along with administrative and managerial roles. This is complemented by some temporary employees (subcontractors), i.e. individuals whose employment is tied to the completion of a specific project or has a set time frame. Permanent employees are the basis for all our social policies, actions and metrics. Itera recognises that its workforce is a crucial component of its business. The impacts on and dependencies of its employees are integral to Itera’s strategy and business model. By prior- itising employee well-being, engagement, and development, Itera ensures that it can effec- tively navigate challenges while seizing opportu- nities for growth. This alignment reinforces the company’s commitment to fostering a sustain- able organisational culture that enhances both employee satisfaction and overall business performance. The initial analysis revealed that most material impacts affect all our employees. If an impact is limited to a smaller group, we will specify this clearly. Our employees are the core of our business. Mariia Matviichuk, Accountant, Kyiv Viktoriia Shvarova, Junior Accountant, Kyiv Our business Governance Sustainability statement Financial statements 111 ANNUAL REPORT 2024 Social S1. Own workers Material impacts, risks and opportunities Social S1. Own workers Impacts, risks and opportunities (IROs) Value chain Time horizon ESRS Description IRO Up stream Own operations Down stream Short term Medium term Long term S1 Competence development To attract both customers and employees, training and skills development are essential. These are ensured through customer deliveries, internal courses, knowledge sharing, and external certifications. Employees are provided with dedicated training budgets and are encouraged to enhance their skills during periods without customer assignments, ensuring we have the expertise needed to effectively tackle customer challenges. Positive impact X X X S1 HSE A positive impact on occupational health and safety in excess of the legal requirements through good pension and insurance schemes covering medical, physio and psychological services, training opportunities and sup- port, and other social protection. The aim is to maintain a healthy and motivated workforce, which positively impacts employee safety and well-being. Positive impact X X S1 Diversity & inclusion The IT and tech industry as well as Itera face significant gender imbalances. However, Itera is actively addressing this by promoting women into management roles, and partnering with organisations like Oda, Tenk Tech Camp, and SHE Index. These efforts have a positive effect on the workforce, fostering a more inclu- sive and supportive environment that benefits everyone. Positive impact X X S1 Work life balance Employees gain increased quality of life and work-life balance through paid welfare leave for special and private needs, flextime, home office working and the option to work reduced working hours. Decent working hours among employees. Itera offers good options in terms of offering employees flexibility in how they want to organise their working day. There is also a focus on ensuring that employee workloads (amount) are man- ageable and within the provisions of the Working Environment Act. Positive impact X X S1 Diversity & inclusion A relatively low proportion of Itera’s employees today are women. If this issue is neglected (and the share of women decreases), this might limit Itera’s ability to foster innovation and competitiveness, while also having a negative impact on the working environment. Potential negative impact X X Our business Governance Sustainability statement Financial statements 112 ANNUAL REPORT 2024 ESRS Description IRO Up stream Own operations Down stream Short term Medium term Long term Material impacts, risks and opportunities Social S1. Own workers Impacts, risks and opportunities (IROs) Value chain Time horizon S1 Actions against violence and harassment in the workplace: Indecent behavior in a work context can have a negative impact on the working environment. Potential negative impact X X S1 HSE Lack of alignment between countries in terms of the HSE framework, benefits and social protection. Negative impact X X S1 Access to competence in the market (nearshore) Itera has access to large pools of IT talent in Eastern and Central Europe through our nearshore operations and offices. Opportunity X X X S1 Use of new technologies and competence This opportunity arises if Itera takes the lead in new technology and sustainability competencies, as these are crucial for addressing customers’ future challenges (for example, through the use of AI and similar innovations) Opportunity X X X S1 Lack of competence and development If our consultants do not develop their skills to meet the changing demands of customers and the market, we may lose relevance, leading to missed opportunities and decreased revenue for Itera. Risk X X X S1 Privacy Companies hold a lot of personal data about employees. Breaches of privacy and GDPR for personal data are a risk. Risk X X S1 Access to competence in the market (Nordics) Lack of IT competence in the Nordics to meet both present and future demand. Risk X X S1 Safety for Ukraine employees Employee safety in Ukraine as a result of Russia’s invasion. Risk X X X Our business Governance Sustainability statement Financial statements 113 ANNUAL REPORT 2024 S1-1 Policies related to own workforce At Itera, employees are recognised as the cornerstone of the company, playing a vital role in addressing customer needs through the delivery of human capital. This emphasis on people is a crucial component of Itera’s business model. Through its offices, Itera has access to pools of IT talent in Central and Eastern Europe. Its hybrid delivery model, which involves leveraging both onshore and nearshoring capabilities, is integral to this approach, effectively alleviating the shortage of IT expertise in the Nordics. Itera is committed to prioritising its workforce by fostering an optimal working environment that supports employee development and growth. To enhance these initiatives, the company actively tracks employee engagement, adheres to the HSE framework, and promotes competence development. Collectively, these efforts help to cultivating an inclusive and diverse corporate culture where every individual is valued for who they are. Itera is committed to respecting the human rights of all stakeholders in its operations and value chain, ensuring it does not contribute to adverse impacts. Itera’s Code of Conduct and Supplier Code of Conduct explicitly address human rights issues within its own workforce and value chain. See the due diligence report for details Page 52-58 Policy commitment Itera’s policies and procedures comply with national laws (the Norwegian Transparency Act, Working Environment Act, Personal Data Act) and international standards like the Universal Declaration of Human Rights (UDHR) and ILO Conventions. A full overview of Itera’s social policies, with links to their IROs are found in General disclosures. ESRS-2, MDR-P Policy overview Page 82 Itera’s policies covering the IROs related to social information (own workforce) as following: Code of Conduct Diversity & Inclusion Policy HSE Policy (Health, Safety, and Environment) Personal Data Protection Policy Information Security Policy Itera Privacy Policy Whistle-Blowing Policy Helene Thorbjørnsen, Digital designer, Oslo Our business Governance Sustainability statement Financial statements 114 ANNUAL REPORT 2024 Social S1. Own workers Risk Management Policy Competence Development Policy Personnel Handbooks (country-specific) Corporate Business Continuity Policy & Plan Incident Response Plans (per location) Itera Framework The Itera Framework is a comprehensive col- lection of the company’s key processes, rules, guidelines, instructions, best practices, and internal agreements that outline how Itera oper- ates. Its main objectives include: Ensuring quality and efficiency at all levels Increasing organisational maturity Guaranteeing stability and scalability Supporting all employees, including new- comers, in their daily routines Promoting continual improvement Itera conducts regular assessments and gathers employee feedback through various channels such as monthly engagement surveys, ‘Corporate Rebels,’ and the Itera People Office. This ensures that initiatives align with employee needs and contribute to a supportive workplace. The HR department manages these feedback channels to maintain their effectiveness and supports managers in addressing the social aspects of employee leadership and the working environment. Health, safety, and the environment (HSE) Itera is dedicated to maintaining the highest standards of health, safety, and working environment (HSE) across all locations. Its HSE Policy aims to create a safe and appealing working environment that prioritizes employee well-being. The company has established a comprehensive framework with clear policies, defined pro- cesses, robust system support, and assigned roles. This structured approach promotes health and well-being while minimising risks associ- ated with workplace incidents. Key commitments include: A commitment to safety Ensuring health and safety for employees, sub- contractors, and visitors. A systematic approach Implementing HSE practices based on risk assessments and defined roles. Contiuous improvement Aiming to prevent damage and reduce risks. Employee well-being Promoting health by preventing harmful inci- dents and offering flexibility. Legal compliance Adhering to local laws as a minimum standard for HSE practices. Management responsibility Top management supports the policy and ensures accountability among all employees. Through these efforts, Itera strives to maintain an attractive workplace that fosters individual growth and organisational success. Work-life balance Work-life balance is recognised as essential to employee well-being and organisational effectiveness. The personnel handbook outlines guidelines aimed at supporting this balance while ensuring consistency and legal compli- ance across all locations. Key elements of Itera’s approach to work-life balance include: Flexible working arrangements Employees have a right to work flexible hours and remote working options, allowing them to better manage their professional responsibilities alongside their personal commitments. Leave policies Paid leave policies, such as vacation days and parental leave, are provided to support employ- ees during significant life events or personal needs. Well-being The organisation offers wellness initiatives that include mental health support and medical and physiotherapy options, recognising the importance of both psychological and physical well-being as part of overall employee health. Regular reviews allow Itera to adapt its strate- gies based on feedback and changing circum- stances, ensuring that the work-life balance initiatives remain effective and responsive to employee needs. Diversity and inclusion As set out in Itera’s Diversity & Inclusion Policy, Itera is committed to providing equal opportuni- ties for all employees, regardless of gender, and to fostering a safe, inclusive culture free from harassment and discrimination. The company ensures equal remuneration based on skills rather than gender. Our business Governance Sustainability statement Financial statements 115 ANNUAL REPORT 2024 Social S1. Own workers The Employee Engagement Survey, Peakon, gathers feedback to assess Itera’s strengths and areas for improvement. Itera believes that diver- sity and inclusion are vital for its success and that they benefit both customers and society as a whole. The organisation strives to create sus- tainable digital businesses by valuing individual characteristics that contribute to winning teams. Itera’s diversity and inclusion framework focuses on: Ensuring representation of diverse talent. Enabling equality of opportunity through fair- ness and transparency. Tackling microaggressions while promoting multivariate diversity. The framework aims to develop underrepre- sented talent while nurturing a culture where everyone feels welcome. Greater diversity correlates with improved performance, making it essential for collective success as ONE Itera. The company prioritizes gender equality by offering equal remuneration and development opportunities for both genders, along with maternity and paternity leave arrangements, home office solutions, and part-time positions to support work-life balance. In 2024, Itera plans to enhance its diversity and inclusion framework across the group with an increased focus on ethnic diversity. Promote equal opportunities Itera has a positioning classification system that establishes clear expectations for roles and promotes equality by providing a consistent framework across business units and locations, outlining career progression from entry-level to advanced positions (1-6). This system encour- ages employees to reflect on their conduct, strengths, skills, and contributions. Itera conducts an annual promotion process with synchronised timing across departments to facilitate calibration, ensuring equal oppor- tunities for advancement based on consistent standards. For higher-level promotions, inter- views with managers from other departments are held to confirm that candidates are rec- ognised based on qualifications rather than departmental biases. This structured approach aims to enhance fair- ness and transparency in career advancement while fostering a corporate culture that values development and inclusivity, ultimately creat- ing an environment where all employees can succeed and grow. Competence development In a constantly evolving world, companies must continuously enhance the education, knowl- edge, and skills of their employees to remain competitive. As stated in its Competence devel- opment Policy, Itera is committed to developing the skills and expertise of all its employees in practice areas, capabilities, business frame- works, entrepreneurial culture, sales, and management. Various training activities support continuous improvement throughout employ- ees’ careers. The main goals of competence development are to: Help teams and employees acquire and enhance the necessary skills and knowledge for effective performance. Maintain existing competencies to retain talent within the company. Enhance attractiveness to customers and potential talent in the market. Itera’s ‘Growth’ tool is the system Itera uses to enable collaboration between employees and managers on setting goals, tracking progress, assessing performance, and exchanging feed- back. This tool embodies Itera’s core values of trust, transparency, entrepreneurship, and diversity. Level Up is Itera’s concept for competence development that empowers employees with continuous learning opportunities throughout their careers. The company offers a wide range of learning resources designed to provide timely and relevant instruction. Approximately one- third of employees are promoted each year as part of Itera’s commitment to vibrant career paths and growth opportunities. This competence development process aims to help employees remain relevant in the market to address customer needs and adapt to new technologies, such as AI. Elimination of harassment Itera takes a strong stance against unwelcome sexual advances and inappropriate comments. Any behavior deemed offensive will not be tolerated under any circumstances. This com- mitment is integrated into several company policies aimed at eliminating harassment in the workplace: Inclusive workplace culture Itera strives to foster an inclusive and respectful culture where diversity is valued, ensuring that all employees feel safe and supported, as out- lined in our Diversity & Inclusion Policy. Zero tolerance and anti-harassment policy Itera Code of Conduct sets out Itera’s a zero-tol- erance policy on harassment, clearly stating that any form of harassment or discrimination based on race, religion, nationality, sex, age, sexual Our business Governance Sustainability statement Financial statements 116 ANNUAL REPORT 2024 Social S1. Own workers orientation, or disability will not be tolerated and may result in disciplinary action. Clear reporting mechanisms Itera’s Whistle-Blowing Policy establishes clear reporting mechanisms for employees. Detailed procedures for prompt and fair investigations are available to all staff. Employees are encour- aged to report any misconduct they observe or suspect. Protection against retaliation is guaranteed for whistle-blowers; retaliation against those who report issues as per Section 2-4 of the Norwegian Working Environment Act is strictly prohibited (Section 2-5(1)). This commitment is explicitly stated in the routine description. Privacy Privacy is an important topic at Itera due to the personal data held about employees, which presents risks related to privacy breaches and GDPR compliance. As the data controller, Itera ensures that personal data is processed law- fully, fairly, and transparently in various con- texts. The company recognises individuals’ right to access, rectify, erase, and port their personal data as stated in its Privacy Policy. To mitigate these challenges, Itera has imple- mented essential technical and organisational security measures to safeguard sensitive information from unauthorized access. Clear responsibilities are established for compliance with data protection laws, and procedures are in place for prompt responses to any data breaches, including necessary notifications to affected individuals. This commitment to responsible privacy management is further detailed in the Personal Data Protection Policy, ensuring the safe handling of personal data. Safety for Ukraine employees See G1-1 Business conduct for a description of how the risk related to Ukraine and the ongoing war there is covered Page 132 Kjersti Krokmogen, Developer, Oslo Our business Governance Sustainability statement Financial statements 117 ANNUAL REPORT 2024 Social S1. Own workers S1-2 Processes for engaging with own workforce and workers’ representatives about impacts Itera has several forums it uses to ensure we have continuous dialog with our workforce and gather the perspectives of our workers. The responsibility for facilitating this dialogue and engagement lies primarily with the HR depart- ment and management, while active participa- tion from employees is also essential. Workday Peakon Employee Voice Workday Peakon Employee Voice (Peakon) is Itera’s tool for collecting employee feedback. It enables employees to share their thoughts and concerns confidentially, and input from this tool is converted into actionable insights for leadership and provides management with the necessary information to take immediate action. Itera utilizes Peakon to measure employee engagement, which is viewed as a key indicator of well-being. Engagement scores range from 0 to 10 and are categorized as Detractors (0-6), Passives (7-8), and Promoters (9-10). Employee engagement is assessed biweekly through a digital survey consisting of 10-15 questions covering topics such as work-life bal- ance and professional development. Employees have the opportunity to suggest priority areas for improvement, leading to targeted actions based on their feedback. Employee representatives on the Board The Group’s Board of Directors (Itera ASA), consists of two employee-elected members and two observers, and the Board meets at least six times a year. The inclusion of employ- ee-elected members ensures that employee perspectives are considered in decision-making, contributing to balanced governance. Employee representatives offer valuable insights into daily operations, fostering trust and cooperation between management and staff. Their presence helps identify and address workplace issues early, enhancing employee well-being and productivity. Working Environment Committee (Arbeidsmiljøutvalget) (No) When topics related to human rights, includ- ing labour rights are discussed, the Working Environment Committee is always part of the deliberation. The purpose of having a Working Environment Committee is to ensure a safe and healthy working environment within a com- pany. Itera’s Working Environment Committee is responsible for overseeing and participating in the planning and implementation of health, safety, and working environment measures. It serves as a collaborative forum where repre- sentatives from both the employer and employ- ees can discuss and address workplace issues, ensuring compliance with the Working Environ- ment Act and other relevant regulations. The Working Environment Committee consists of two employer representatives and two elected employee representatives. Corporate rebels (No) Itera Corporate Rebels consists of a group of employees at Itera Norway who represent the employees’ voice in relation to the executive management team. Itera Corporate Rebels meets monthly and has meetings with Arne Mjøs (Group CEO) at least six times a year. The goal of Itera Corporate Rebels is to promote ideas and opinions from the organisation directly to Arne and the rest of the executive management. Employees can reach out by contacting one of the members directly, using the dedicated email, utilising the digital suggestion box for anonymous feedback, or joining the group on company social platforms. 1:1 Manager-employee conversations While initiatives like employee representation on the Board and the Working Environment Committee are important, 1:1 conversations between employees and managers are crucial for effective discussion and problem-solving. To support this, we have established several key processes: Annual growth talks At least once a year, employees and managers should meet to review each individual employ- ee’s performance and to discuss his/her devel- opment needs for the upcoming year. Regular check-ins Managers and employees should hold regular meetings to monitor progress on goals set dur- ing the growth talk and to make any necessary adjustments. Follow-up between assignments Six weeks before a consultant finishes a project, follow-up begins to clarify any competence development activities needed that would enhance the consultant’s attractiveness for future projects, including CV workshops and interview training. Our business Governance Sustainability statement Financial statements 118 ANNUAL REPORT 2024 Social S1. Own workers As part of the employee survey (Peakon) under organisational fit, Itera asks questions such as: ‘If I experienced serious misconduct at work, I’m confident appropriate actions would be taken.’ This measures employees’ belief in the organi- sation’s response to complaints of harassment, bullying, and other serious misconduct. ( Max score: 10) The score of 8.6 out of 10 indicates that employ- ees not only recognise these policies but also trust that Itera will uphold the standards set. Itera understands that having policies is not enough; continuous dialogue with employees is essential for understanding everyday life within the organisation and addressing any negative impacts they may experience. Several channels for ongoing communication regarding work-related issues and concerns are provided, including 1:1 manager-employee conversa- tions, employee surveys (Peakon), the Working Environment Committee, Corporate Rebels, and a whistle-blowing channel. These structured interactions help align indi- vidual competencies with organisational goals while fostering personal growth Mad Morning Mad Morning is a monthly meeting for all Itera employees in Norway and is held quarterly for all group employees. These sessions foster engagement and provide updates on customers, sales, financial performance, and important internal matters. By participating, employees stay informed, connected, and motivated to contribute to the organisation’s goals. The Directorate of Integration and Diversity (IMDi) (No) IMDi to enhance its diversity and inclusion initiatives. The new diversity framework will extend beyond gender balance to also focus on ethnicity, disabilities, age, sexual orientation, and more, and is intended to generate insights to help prevent marginalisation and address the unique challenges faced by these groups compared to other employees. Initially launched at Itera in Norway, the goal is for this framework to serve as a guiding standard for the entire company across all locations. Diversity and inclusion in Peakon In the Peakon Employee Voice, Itera has included diversity and inclusion questions that were designed to measure three drivers of diversity and inclusion: Inclusiveness (Belonging and feeling valued) Diversity (Workforce diversity and diversity recruitment) Non-discrimination (Responsiveness and fair opportunities These drivers measure how satisfied employees are with Itera’s efforts to maintain a diverse workforce and to create an environment where every individual feels included. These three dimensions have only been implemented recently, adding to the existing equality dimen- sion. Since this is new, there are no scores available for 2024. Equality in Peakon As part of the Peakon Employee Voice under the driver ‘organisational fit’, we ask our employees questions such as: ‘People from all backgrounds are treated fairly at Itera.’ This measures whether people believe the organ- isation provides equal opportunities and actively prevents discrimination from happening. ( Max score: 10) S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns Itera has established policies to prevent discrimination, harassment, and employee misconduct, which all employees are required to familiarize themselves with. These policies are detailed in General disclosures. ESRS-2, MDR-P Policy overview Page 82 Organisational Fit – Equality 2024 Itera Group 9.1 Organisational Fit – Response 2024 Itera Group 8.6 Our business Governance Sustainability statement Financial statements 119 ANNUAL REPORT 2024 Social S1. Own workers Both Peakon and Corporate Rebels permit allow for anonymous feedback, enabling employees to communicate freely without fear of repercus- sions. The whistle-blowing channel is specifi- cally designed for reporting serious misconduct or breaches of Itera’s Code of Conduct. It includes clear protections to ensure that anyone who reports concerns is safe from retaliation. In Peakon Employee surveys, Itera consistently asks: ‘if employees feel confident that appro- priate action would be taken in cases of serious misconduct’. The high score of 8.6 out of 10 reflects the trust most employees place in Itera’s processes. S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks and pursuing material opportunities related to own workforce, and eectiveness of those actions The Itera Group’s actions on material impacts and management of workforce risks The Itera Group is committed to address- ing both negative and positive impacts on its workforce while managing material risks and pursuing opportunities. The company recog- nises the importance of maintaining a good working environment with a focus on diversity and inclusion, employee well-being, workplace safety, and employee development. Mitigating negative impacts Diversity & inclusion Itera acknowledges the current low representa- tion of women in its workforce, which could potentially hinder innovation and competitive- ness if neglected. To address this, the company has implemented several initiatives: Diversity awareness training through e-learning and events. Strategic partnership with the Oda network to engage women in tech. Reporting to the She Index for accountability and transparency. Utilising funding from The Directorate of Integration and Diversity (IMDi) to enhance its diversity framework and offer training for managers. Ensuring strong representation of women in top management and on the Board of Directors. Workplace safety Itera is committed to fostering a safe and supportive workplace through several key initiatives: Establishing a zero-tolerance policy (Code of Conduct) against violence and harassment, supported by a whistle-blowing system for reporting incidents. Conducting annual safety inspections of office premises to identify and mitigate potential hazards, ensuring a low potential for negative impacts related to work-related injuries. Providing comprehensive health insur- ance and offering ergonomic equipment to address the concerns associated with prolonged sitting. Competence development To stay relevant in a changing market and to meet customer needs, Itera understands the importance of helping its consultants develop their skills. To support this, the company invests in employee growth through: A competence budget for each employee to use for their development. An internal competence development program and tools (Level Up program and Growth tool) that encourage employees to engage in continuous learning throughout their careers. The ‘Make a Difference Lab’ initiative, which provides training during bench time in between customer projects. A range of e-learning courses tailored to individual employee needs. Fostering positive impacts In addition to mitigating negative impacts, Itera actively seeks to foster positive outcomes for its workforce: Employee engagement initiatives Itera conducts biweekly surveys that measure engagement across categories such as inclu- Our business Governance Sustainability statement Financial statements 120 ANNUAL REPORT 2024 Social S1. Own workers sivity, work-life balance, diversity, workload, and job satisfaction. This feedback mechanism allows management to respond effectively to workforce needs while promoting a culture of openness. Employee well-being Itera understands the importance of both mental and physical health. To support this, the company provides various initiatives to help employees stay healthy and motivated. This includes health insurance that covers physio- therapy, medical consultations, and psycho- logical evaluations. Employees also have the flexibility to work from home or utilize flextime. Additionally, they can participate in a variety of company-supported activities such as football, yoga, padel and running. Social events like din- ners, ‘payday drinks,’ Christmas parties, summer gatherings, and other activities further enhance community and connection among employees. Career advancement opportunities Competence development is a key focus at Itera, as having the right skills and knowledge is essential for our growth. Employees can use their working hours and competence develop- ment budget according to their personal growth plans, with any limitations communicated by their managers. This ongoing process includes both formal and informal self-development opportunities. Itera supports personal devel- opment through regular check-ins, continuous feedback, presence and mastery evaluations, annual growth talks, and participation in practice sessions and events. Approximately one-third of employees are promoted each year, reflecting the effectiveness of these initiatives while ensuring fairness across all levels. Addressing risks 1. Safety concerns in Ukraine The health and safety of our employees in Ukraine are critically important, especially as they face increased risks of injury due to the ongoing war, making them more vulnerable compared to their colleagues elsewhere. With approximately 30% of our workforce based in Ukraine, their safety is also essential for ensuring timely customer service and maintaining operational effec- tiveness. The security of our employees is directly impacted by Russia’s military actions, which also affects our ability to fulfill customer deliveries from this region. Itera’s crisis management team meticu- lously monitors these risks, following a people-first approach that prioritizes the safety of our employees and their families. Over the past three years of conflict, we have successfully managed to uphold both employee safety and our delivery com- mitments. We have established offices in neighboring countries and offer relocation options for affected staff. 2. Privacy risks To mitigate privacy breaches related to per- sonal data under GDPR regulations, Itera enforces strict access controls based on roles within the organisation while treating all employee data confidentially, allowing honest input through various channels without compromising privacy rights. 3. Competence gaps Recognising the potential skills shortages in IT in the Nordics due largely to changing market demands, Itera emphasizes contin- uous professional development to ensure its consultants remain relevant for evolving customers. Pursuing opportunities Itera aims to leverage new technologies and sustainability competencies as opportunities arise from evolving customer challenges – particularly through innovations like AI – at the same time as nearshore operations provide access to substantial IT talent pools in Eastern and Central Europe, further enhancing our com- petitive advantage and future growth prospects. Resource allocation and tracking effectiveness of actions and adherence to policies The People Office plays a crucial role in aligning human resource strategies with Itera’s overall goals, focusing on providing competent personnel where needed while ensuring synchronisation across local offices. Local People Offices address specific priorities while adhering to the overar- ching ONE Itera strategy. To effectively handle the impacts, risks and opportunities related to its workforce, Itera employs the following strategies: Budget allocation A dedicated budget is allocated for various aspects, including competence development programs (such as Level Up), social initiatives to enhance workplace culture, fitness train- ing outside work hours, purchasing necessary equipment for home or office use, and providing access to physiotherapy services via health insurance. Additionally, funding is provided to support HR operations. Cross-functional collaboration Resources are pooled from various departments, with HR collaborating closely with management teams across business units to ensure alignment between strategic objectives and operational execution related to workforce management. Our business Governance Sustainability statement Financial statements 121 ANNUAL REPORT 2024 Social S1. Own workers Itera framework support The Itera Framework encompasses processes, rules, guidelines, best practices, and internal agreements designed to ensure quality at all levels while supporting continuous improve- ment within the organisation. Regular assess- ments conducted by HR help maintain effective feedback channels such as monthly Engage- ment Surveys or ‘Corporate Rebels’, ensuring that initiatives align with employee needs. KPIs and continuous improvement To assess the effectiveness of their actions and ensure adherence to policies and procedures, the HR department and management contin- uously identify and monitor key performance indicators (KPIs). Each month, management reviews these KPIs during business review meetings at both the business unit, departmen- tal and team levels. New actions are regularly evaluated based on performance against these KPIs as well as feedback from employee surveys. This agile approach enables Itera to remain responsive and proactive in addressing workforce needs. Most actions are maintained year after year, given that the impacts and risks associated with the workforce remain constant. The current actions are assessed to be suffi- cient, and no new actions are planned at this point. Juliana Wallnerova, Employer Branding & Communication, Bratislava Simona Staska, HR Manager, Bratislava Our business Governance Sustainability statement Financial statements 122 ANNUAL REPORT 2024 Social S1. Own workers S1-6 Characteristics of the undertaking’s employees in own workforce The table below presents information on Itera’s employee head count by gender. S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities To measure the effectiveness of actions and adherence to policies, Itera’s HR department and management continuously track key performance indicators (KPIs) using business intelligence reports such as Microsoft Power BI. The KPIs are determined by HR and manage- ment, typically on the basis of best practices in the market. These targets are aligned with the objectives in the related policies. To effectively manage material impacts, Itera conducts bi-weekly employee engagement surveys that evaluate overall engagement levels, which reflect employees’ commitment and enthusiasm for their work. High engagement fosters an environment where employees feel comfortable being themselves while being influ- enced by organisational culture, the working environment, relationships, and development opportunities. Itera has set targets to enhance the representa- tion of women within the company while also seeking to ensure strong representation in group management and on the board of directors. Recognising that achieving balance between the genders is a long-term challenge in the tech industry, Itera is committed to implementing ongoing actions and initiatives to deliver gradual improvements each year while promoting equal opportunities for all employees. Maintaining low sick leave and attrition rates is also essential for ensuring employee satisfac- tion and motivation. To promote a safe working environment, Itera aims for zero work-related injuries, no breaches of data privacy, and zero incidents of harassment or violence. Competence development remains a critical focus area. However, there are no specific quantitative targets as individual needs are addressed through Itera’s ‘Growth’ tool. The most effective skill development occurs when employees engage in customer work rather than spending time on the bench. Additionally, maintaining safety for Itera’s Ukraine-based employees during the ongoing war is a strong priority. Key performance indicators Target 2025 Actual 2024 Percentage of female employees 33% 32% Management diversity (percentage of women on the group management team) 40% 40% Board diversity (percentage of women on the Board) 43% 43% Engagement score ≥ 8.4 8.4 Sick leave ≤ 3% 2,5% Work related injuries 0 0 Breaches of data privacy 0 0 Regrettable attrition ≤ 9% 8% Gender Number of employees (headcount) Male 492 Female 234 Other 0 Not reported 0 Total Employees 726 Our business Governance Sustainability statement Financial statements 123 ANNUAL REPORT 2024 Social S1. Own workers The table below presents the employment characteristics of Itera’s employees. Permanent employees: Permanent employees are those who have an employment contract with us, including both staff members and private entrepreneurs. At the Itera Group, we determine the total number of permanent employees by adding up the counts from all our locations as at December 31, 2024. This is aligned with financial statements, note 3. Permanent employees are categorized as own workforce and are the basis for all our social policies, actions and metrics. The tables below show the geographic distribution of Itera’s employees. In 2024, total turnover was 15,8% compared to 14,6% in 2023. The Group emphasizes measuring regrettable attrition instead of employee turnover, as this KPI offers more relevant insights into organ- isational performance and workforce health, enabling proactive steps to enhance employee engagement and retain valuable employees. Regrettable turnover is employees that have left the company that we would have liked to keep. Itera Group reported a regrettable employee turnover rate of 8,2%, a decrease from 9,1% in 2023. A low turnover rate is indicative of a healthy workplace environment and is a key performance indicator that the company moni- tors closely. Furthermore, this level of turnover aligns with industry standards when compared to peers. Number of employees who have left the undertaking Geographic distribution Country Number of employees (headcount) Norway 333 Ukraine 180 Slovakia 125 Poland 37 Denmark 25 Czechia 19 Sweden 6 Iceland 1 Total employees 726 Employment characteristics 2024 Employment characteristics Female Male Other Not reported Total Employees 234 492 0 0 726 Permanent employees 234 492 0 0 726 Temporary employees 0 0 0 0 0 Non-guaranteed hours employees 0 0 0 0 0 Total 234 492 0 0 726 Turnover Regrettable departures Total departures Number of employees who have left the undertaking 55 115 Percentage of employee turnover 8,2% 15,8% Our business Governance Sustainability statement Financial statements 124 ANNUAL REPORT 2024 Social S1. Own workers The age distribution of employees is calculated by aggregating the total headcount of employ- ees under 30, employees between 30 to 50, and employees above 50. The calculation is based on Itera’s headcount at 31 December 2024. The majority of the workforce is between 30-50 years old. S1-11 Social protection At Itera, we make sure that our employees are protected from income loss during significant life events like illness, work-related injuries, parental leave, and retirement. This support aligns with the employment terms and condi- tions outlined in our employee handbooks and contracts. S1-13 Training and skills development metrics As a consultancy company, Itera must prior- itize competence development to ensure that employees have the necessary skills and exper- Gender distribution, senior management Number Percentage Men 3 60% Woman 2 40% Total 5 100% S1-7 Characteristics of the undertaking’s non-employees in own workforce Temporary employees Temporary employees are individuals whose employment is tied to the completion of a specific project or has a set time frame. This category mostly consists of subcontractors. We calculate the total number of temporary employees at Itera by aggregating their counts from all locations, with the final numbers available as of 31 December 2024. Temporary employees are categorized as non-employees and are thus excluded from the scope of most of social policies, actions and metrics. Note that non-employees at Itera still need to follow the ethical guidelines and business conduct require- ments set out in Itera’s Code of Conduct for the duration of their engagement by Itera. S1-9 Diversity metrics The executive leadership of the Itera Group consists of three men and two women, and comprises the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief HR Officer, and the Head of Itera Norway. This diverse group is responsible for setting the strategic direction of the organisation and over- seeing its overall operations to ensure alignment with corporate goals and values. Age distribution of permanent employees Female Male Head- count % <30 26 60 86 12% 30-50 170 355 525 72% >50 38 77 115 16% Grand Total 234 492 726 100% Number of non-employees (headcount) 2024 Temporary employees 43 tise to effectively meet customer demands, maintain a competitive edge in the market, and drive overall organisational success. All employees participate in regular perfor- mance and career development reviews through the yearly growth talks. Definition: Competence development is defined as (training + available capacity) / (total hours, less vacation and sickness). The best skill development comes from cus- tomer work, solving customer problems creating value for customers. However, sometimes it is necessary to participate in conferences, or to take external certifications, courses or exams, including sometimes at the expense of billable Competence development Yearly growth talk Male 100% Female 100% Competence development Hours per employee Percentage Male 176 10,2% Female 111 6,9% Total 155 9,22% Our business Governance Sustainability statement Financial statements 125 ANNUAL REPORT 2024 Social S1. Own workers work. These hours will be booked to the activity ‘training’. In between customer work, some con- sultants have bench/available time. If they are doing self-competence development in these periods, hours are booked to the activity ‘availa- ble capacity’. Bench time can vary a lot between periods and employees. In 2024, 136 external certifications, exams and courses were completed by employees, while 123 internal competence development events were held. All employees are free to attend these events, physically or digitally depending on the location and event specifics. S1-14 Health and safety metrics ( Max score: 10) In 2024, Itera Group recorded a sick leave rate of 2,6%, a decrease from 2,7% in 2023. This low level of sick leave is indicative of a healthy workplace environment and is a key perfor- mance indicator that the company monitors closely. The flexibility offered by Itera in terms of work location and working hours has signifi- cantly contributed to the reduction in short-term sickness among employees. All permanent employees are covered by Itera’s HSE Policy. There are zero recorded cases of injuries and fatalities in any of the categories contained in ESRS S1, datapoint 88. S1-15 Work-life balance metrics At the Itera Group, work-life balance is seen as essential for both employee well-being and the overall success of the company. The organisa- tion recognises that helping employees maintain a healthy balance between their work and per- sonal lives leads to greater job satisfaction and increased productivity. The average score from the 2024 biweekly surveys, completed by Itera employees, reflects consistently positive results related to the topic of work-life balance, which is assessed separately in the surveys. By focusing on work-life balance, the Itera Group demon- strates its commitment to creating a supportive workplace that values the diverse needs of its team members. Sick leave % 2025 2024 2023 Itera Group < 3% 2,6% 2,7% Vendula Novotna, HR Advisor, Brno Daniela Paulovicova, Project Manager, Brno Our business Governance Sustainability statement Financial statements 126 ANNUAL REPORT 2024 Social S1. Own workers Work-life balance 2024 Percentage of employees entitled to family related leave 100% Percentage of males that took family related leave 23% Percentage of females that took family related leave 26% Total percentage of employees that took family related leave 24% Definition: All employees that have used a family-related leave or sickness timesheet code (paternity or maternity leave, leave to care for a sick child etc.) divided by all employees. Prioritising work-life balance and family is essential for fostering long-term job satisfaction and attracting individuals at every stage of life. Hence, employees are entitled to various types of family-related leave. During the reporting period, 24% of employees took family-related leave. There were no work-related accidents of any kind recorded in 2024. Pawel Adamczuk, Senior Software Developer, Kraków Work-life balance 2024 Workload score (max 10) 8.6 Work-life balance score (max 10) 8.9 Our business Governance Sustainability statement Financial statements 127 ANNUAL REPORT 2024 Social S1. Own workers Incidents 2024 Total number of incidents of discrimina- tion, including harassment 0 Number of grievance reports 0 Total amount spent on fines and compensation for damages as a result of incidents above 0 At Itera, individuals with equivalent competence and experience receive equal pay, irrespective of gender or background. However, the average salary for women is 16.9% lower than that of men, primarily due to an uneven gender distri- bution, where men are more likely to hold senior positions that come with higher salaries. The CEO pay ratio at Itera is 1 to 4.0, indicat- ing that the highest-paid individual, the CEO, earns approximately four times the salary of the average employee based on target remuner- ation. This ratio falls within the typical figures observed in Norway’s corporate landscape, where CEO pay ratios generally range from 1 to 3 to 1 to 5. Therefore, Itera’s compensation structure aligns with industry norms in Norway. It is also to be noted that a significant propor- tion of Itera’s employees are located outside Norway, and the numbers have been adjusted for purchasing power differences between countries. S1-16 Remuneration metrics Remuneration metrics 2024 Gender pay gap 16.9% CEO pay ratio 1: 4.0 Definitions: The gender pay gap is defined as the percentage difference between the average (median) salary paid to women and the average salary paid to men. The CEO pay ratio is defined as the ratio of the target annual remuneration of the CEO to the median target annual remuneration for all employees (excluding the highest-paid indi- vidual), adjusted for purchasing power differ- ences between countries. S1-17 Incidents, complaints and severe human rights impacts During the reporting period, there were zero cases of work-related incidents, complaints, or severe human rights impacts within the work- force. This outcome demonstrates the organi- sation’s commitment to maintaining a safe and equitable work environment, free from discrimi- nation and harassment in all forms. The organi- sation continuously strives to uphold the highest standards of workplace integrity, ensuring that employees feel secure and valued in their roles. Jorunn Aarskog, Principal Designer, Oslo Our business Governance Sustainability statement Financial statements 128 ANNUAL REPORT 2024 Social S1. Own workers Governance G1/GOV- 1 - ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies 130 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 130 G1-1 Business conduct policies and corporate culture 132 G1-2 Management of relationships with suppliers 134 G1-3 Prevention and detection of corruption and bribery 135 G1-4 Incidents of corruption or bribery 135 Niko Nyström, Head of Energy, Oslo Our business Governance Sustainability statement Financial statements 129 ANNUAL REPORT 2024 Wesal Khattak, Managing Consultant, Oslo G1/GOV-1 - ESRS 2 GOV-1 The role of the administrative, management and supervisory bodies The Board of Directors, Compliance Office, and Corporate Group Func- tions overseen by the Audit Com- mittee at Itera play a pivotal role in ensuring ethical business conduct throughout the organisation. These bodies are entrusted with establishing robust governance frameworks that not only promote compliance with legal standards but also uphold ethical guidelines that reflect Itera’s core values. Members of these bodies have extensive expertise in corporate governance, risk management, and compliance matters, which equips them to effectively guide the organisation in navigating the complex chal- lenges associated with business conduct. Regular reviews of policies conducted by these bodies ensure alignment with best governance practices, fostering a culture where integrity and accountability are prioritized at every level. This oversight is crucial for maintaining stakeholder trust and confidence while ensuring that all operational practices consistently reflect Itera’s unwavering commitment to ethical behavior. The full description of the governance structure within the ESRS standard is described in GOV-1 Page 64 ESRS 2 IRO-1 Description of the processes to identify and assess material impacts, risks, and opportunities Itera employs comprehensive processes designed to identify and assess the material impacts, risks, and opportunities associated with its operations. These processes are aligned with our Risk Management Policy, which establishes a struc- tured approach to risk identification, assessment, management, and monitoring. In the context of governance impacts, Itera uti- lizes these established criteria to evaluate risks related to business conduct matters such as location, activity, sector, and transaction struc- ture. This ensures that our governance practices are thoroughly assessed and aligned with stake- holder expectations regarding sustainability and corporate responsibility. For more information on our risk management pro- cesses and the criteria used in these assessments, please refer to GOV-5 Page 68 Our business Governance Sustainability statement Financial statements 130 ANNUAL REPORT 2024 Governance G1. Business conduct G1 Data security and breaches Risk of security and data breaches. Risk X X X G1 Corruption/bribery Dependence on employees, suppliers and customers in multiple countries makes us more vulnerable to cor- ruption and bribery. This particularly applies to doing business in Ukraine. Risk X X X G1 Supplier management Itera acknowledges that managing supplier relationships involves compliance risks related to sustainability and ethical practices, as outlined in the Supplier Code of Conduct, where non-compliance can lead to reputa- tional harm and operational disruption. Risk X X G1 Corporate culture The ‘One Itera’ approach rooted in Nordic principles that emphasizes employee engagement and individual contributions, positively impacting our people by promoting collaboration and ensuring consistent quality across borders through standardized practices and initiatives. Positive Impact X X X G1 Business in Ukraine Ukraine engagement – from social responsibility to business opportunity. Opportunity X X X G1 Maintain deliveries from Ukraine Maintaining deliveries from Ukraine during war time is a risk. Risk X X X X G1 Other business misconduct The risk related to business misconduct from management or employees. Risk X X G1 Corporate culture Itera’s ‘One Itera’ corporate culture presents a key opportunity in terms of facilitating hybrid customer deliv- eries, enabling access to a broader IT talent pool and consistent service quality across borders, while facilitat- ing cost-effective nearshore operations and rapid scaling, all of which are vital for our future growth. Opportunity X X X G1 Customer-specific compliance Itera faces compliance risks related to customer-specific requirements and diverse regulatory landscapes. Risk X X X Impacts, risks and opportunities (IROs) Value chain Time horizon ESRS Description IRO Up stream Own operations Down stream Short term Medium term Long term Our business Governance Sustainability statement Financial statements 131 ANNUAL REPORT 2024 Governance G1. Business conduct G1-1 Business conduct policies and corporate culture At the core of Itera’s operations lies an unwa- vering commitment to fostering an ethical corporate culture supported by clear business conduct policies. The ‘One Itera’ management model emphasizes shared values across all locations within the organisation, promoting col- laboration among diverse teams while reinforc- ing a unified identity. Comprehensive training programs on business conduct are mandatory for employees at various levels. However, given the low risk of corruption inherent in the nature of Itera’s business, this training is delivered in a streamlined version encapsulated within the Code of Conduct. Notably, 100% participation has been achieved across relevant departments and all Itera locations – a testament to Itera’s dedication to cultivating an informed workforce. Nevertheless, a separate anti-corruption and anti-bribery policy will be released and imple- mented in 2025. By regularly assessing its cultural health through engagement surveys, Itera ensures that its corporate culture aligns seamlessly with organi- sational values while empowering employees to uphold high standards of integrity in their daily interactions. Itera has implemented the policies below to address internal and external the impacts, risks, and opportunities related to governance. A full overview and description of policies can be found in General disclosures. ESRS-2, MDR-P Policy overview Page 82 • Code of Conduct • Supplier Code of Conduct Diversity & Inclusion policy • Personal Data Protection Policy • Information Security Policy • Itera Privacy Policy • Whistle-Blowing Policy Procurement Policy • Quality Policy & Objectives • Risk Management Policy • Doing Business in Ukraine Policy • Corporate Business Continuity Policy and Plan • Risk Management Policy Risks Itera’s Risk Management Policy establishes a systematic approach in order to identify, assess, and mitigate risks related to the company’s operations and stakeholders. To mitigate the risk of data breaches, Itera has implemented high standards for data protec- tion. These are integrated into several policies, including the Personal Data Protection Policy, the Itera Privacy Policy, and Itera’s Information Security Policy, ensuring processes on how per- sonal and customer data should be protected from unwanted access. To address the risks of corruption and bribery, Itera maintains strong internal controls and mechanisms that govern business transactions and conduct. These measures are outlined in the Code of Conduct, which also address other forms of business misconduct by providing ethi- cal guidelines that employees must follow when representing the company. Given the higher risks associated with doing business in Ukraine, a stricter due diligence process is detailed in the Doing Business in Ukraine Policy for these business transactions. Reporting mechanisms are established in accordance with the Whis- tle-Blowing Policy to ensure serious misconduct can be reported safely and securely. Frantisek Vozar, Delivery Director, Bratislava Our business Governance Sustainability statement Financial statements 132 ANNUAL REPORT 2024 Governance G1. Business conduct Supplier management is governed by the Procurement Policy, while the Supplier Code of Conduct ensures ethical business practices among Itera’s suppliers. The ongoing war in Ukraine presents risks for both employees and customer deliveries. Itera thus upholds a ‘people first’ principle where employee safety is prioritized above all else. Customer deliveries remain a secondary priority, however important. The company has corpo- rate business continuity policies and incident response plans to prepare for potential adverse outcomes, applicable across all locations. Opportunities Despite challenges, business opportunities in Ukraine present significant potential for future growth. Leveraging its extensive knowledge of the Ukrainian market, Itera can assist Nordic customers in investing safely and effectively during and after the conflict. However, this also introduces risk elements related to corruption. The Doing Business in Ukraine guidelines outline how Itera should conduct itself while operating in this context. Impacts To foster a strong corporate culture across all locations, it is essential that employees adhere to the same ethical guidelines as outlined in the Code of Conduct. Consistent operational practices across locations are vital for main- taining cohesion within the organisation. Social policies such as Itera’s HSE (Health, Safety & Environment) Policy and its diversity and inclusion initiatives establish foundational rules for collaboration among employees to create an inclusive working environment. Aligning these values across all locations is key to cultivating a positive organisational culture at Itera. The Quality Management Function at Itera ensures adherence to policies and consistent delivery quality across all locations, and it con- ducts internal audits and focuses on continuous improvement with a customer-centric approach, as outlined in the Quality Policy. Process for reporting misconduct The Whistle-Blowing Policy promotes transpar- ency and accountability by providing a secure and confidential mechanism for employees to report concerns related to unethical or illegal activities, including fraud, corruption, harass- ment, discrimination, safety violations, and breaches of company policies. 1. Reporting mechanisms Employees can report concerns through various channels: • Internal reporting: To the employer or a representative; following whistle-blowing routines; via safety representatives, union representatives, or lawyers. • External reporting: To public supervisory authorities or the media under certain condi- tions (good faith, matters of public interest). 2. Protection for whistle-blowers The policy guarantees protection against retaliation for good faith reporters, including safeguards against termination, demotion, har- assment, or other discriminatory actions. 3. Investigation process Key steps include: • Receipt confirmation by the Compliance Officer. • Investigation and documentation by selected personnel. • Communication of findings and further steps within three weeks. • Notification of individuals involved regarding investigation results. • Documentation of actions taken based on the investigation. • Follow-up measures if no basis for the report is found. 4. Roles and responsibilities • Employees: Report concerns and assist in investigations as needed. • Line manager: Initial escalation point; inves- tigate within authority; escalate cases beyond their authority. • Compliance Office members: Engage in investigations; ensure adherence to policies; provide guidance. • Group Compliance Officer: Reviews all reports unless deemed ineligible. • Chair of Audit Committee: Escalation point for top management-related cases. 5. Training and awareness Regular training sessions educate employees on recognising unethical behavior and reporting it safely. Awareness campaigns emphasize the importance of whistle-blowing in maintaining organisational integrity. Our business Governance Sustainability statement Financial statements 133 ANNUAL REPORT 2024 Governance G1. Business conduct G1-2 Management of relationships with suppliers Itera adopts a proactive approach to manag- ing its relationships with suppliers by carefully considering the risks related to sustainability matters within its supply chain during selection processes. The Supplier Code of Conduct sets out clear expectations regarding social respon- sibility criteria that suppliers must meet before entering into partnerships. 1. Supplier Relationship Management: The Supplier Code of Conduct outlines that Itera aims to ensure efficient procurement for products and services that significantly impact Itera’s business operations. It includes guidelines for establishing and maintaining relationships with suppliers, ensuring they meet contractual commitments and comply with human rights standards as well as relevant laws such as the Norwegian Transparency Act. Regular evaluations are conducted to select suitable suppliers and verify performance against agreed standards. 2. Supplier evaluation process and selection: Due diligence evaluations are conducted to select suitable suppliers and verify their per- formance against agreed standards. Assess- ments of potential suppliers’ environmental profiles are mandated. The Due Diligence Survey, completed by suppliers, includes an embedded logic for risk level evaluation based on the final score for each supplier. The following aspects are assessed during the evaluation: • The supplier’s region of operations and its direct suppliers’ regions of operations • How human rights are protected • Sustainability practices (ESG) • How the supply chain management process is built • Transparency of internal operations • Are risk identification and management in place • Are internal training, awareness and transparency in place 5% of the overall score that suppliers can gain is dedicated to sustainability practices (ESG). Hence, suppliers with high levels of environmental and social responsibility are prioritized for engagement and cooperation 3. Fair Behavior in procurement processes: The policy emphasizes the importance of fair treatment in supplier engagements, includ- ing a structured process for onboarding new suppliers, conducting due diligence, and evaluating supplier performance based on predefined criteria. This ensures transpar- ency and fairness throughout the procure- ment lifecycle. 4. Policy to prevent late payments: Specific measures are included to manage invoice approvals efficiently within the Eye- Share system, ensuring timely payments to suppliers, especially small and medium-sized enterprises (SMEs). 5. Sustainability considerations: The policy reflects an understanding of sus- tainability impacts by requiring that suppliers adhere to environmental standards during procurement processes. Itera office in Kraków, Poland Our business Governance Sustainability statement Financial statements 134 ANNUAL REPORT 2024 Governance G1. Business conduct G1-4 Incidents of corruption or bribery 7. Consequences for violations: States that breaches can result in disciplinary action, including termination of employment. Itera has clear mechanisms in place that allow employees to report concerns confidentially through through designated channels while safeguarding whistle-blowers against retaliation under the Whistle-blowing Policy. Itera has maintained a record of zero incidents related to corruption or bribery, demonstrating the effective implementation of these preventive measures, which further solidifies trust among stakeholders. G1-3 Prevention and detection of corruption and bribery Itera is in the process of developing and drafting a separate anti-corruption and anti-bribery policy that will fit the nature of our operations. The release of the policy together with relevant training is planned to be completed in 2025. However, most aspects of effectively prevent- ing incidents related to corruption or bribery and identifying potential risks associated with unethical behavior within Itera’s operations are contained in the Itera Code of Conduct. Given the low risk of corruption inherent in Itera’s nature of business, this training is deliv- ered in a streamlined version encapsulated in the Code of Conduct. Notably, 100% participa- tion has been achieved across relevant depart- ments and all Itera locations – a testament to Itera’s dedication to cultivating an informed workforce. In addition, each employee signs the Decla- ration of Understanding, thereby giving their agreement to adhere to the Code of Conduct policy. How Itera works with prevention and detection of corruption and bribery 1. A commitment to compliance: The decla- ration requires that employees commit to complying with anti-bribery and anti-corrup- tion laws and regulations. 2. Definitions: Provides definitions of brib- ery and corruption, outlining prohibited behaviors. 3. Business partner expectations: Requires business partners to meet the same high standards when working for or on behalf of Itera and to follow the Itera Supplier Code of Conduct. 4. Zero tolerance policy: Establishes a zero-tol- erance stance towards bribery and corruption in all forms. 5. Employee responsibilities: Outlines specific responsibilities for employees regarding gifts, hospitality, and avoiding improper advantages. 6. Reporting mechanisms: Encourages report- ing concerns about breaches or unethical conduct. Corruption and bribery incidents 2023 2024 Number of convictions for violation of anti-corruption and anti-bribery laws 0 0 Fines for violation of anti-corrup- tion and anti-bribery laws (NOK) 0 0 Whistle-blower reports 2023 2024 Number of reports made through the whistle-blower channel 0 0 Number of reports in the scope of the Whistle-Blower Policy 0 0 Our business Governance Sustainability statement Financial statements 135 ANNUAL REPORT 2024 Governance G1. Business conduct BDO AS Bygdøy allé 2 PO Box 1704 Vika 0121 Oslo Norway BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 1 of 4 To the General Meeting of Itera ASA Independent sustainability auditor's limited assurance report Limited assurance conclusion We have conducted a limited assurance engagement on the consolidated sustainability statement of Itera ASA, included in Sustainability statement of the Board of Directors’ report (the “Sustainability Statement”), as at 31 December 2024 and for the year then ended. Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Sustainability Statement is not prepared, in all material respects, in accordance with the Norwegian Accounting Act section 2-3, including: • compliance with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the Company to identify the information reported in the Sustainability Statement (the “Process”) is in accordance with the description set out in section Description of the process to identify and assess material impacts, risks and opportunities (IRO-1), and • compliance of the disclosures in section EU Taxonomy of the Sustainability Statement with Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulation”). Basis for conclusion We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information (“ISAE 3000 (Revised)”), issued by the International Auditing and Assurance Standards Board. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our responsibilities under this standard are further described in the Sustainability auditor’s responsibilities section of our report. Our independence and quality management We have complied with the independence and other ethical requirements as required by relevant laws and regulations in Norway and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Other matter The comparative information included in the Sustainability Statement was not subject to an assurance engagement. Our conclusion is not modified in respect of this matter. BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 2 of 4 Responsibilities for the Sustainability Statement The Board of Directors and the Managing Director (management) are responsible for designing and implementing a process to identify the information reported in the Sustainability Statement in accordance with the ESRS and for disclosing this Process in section Description of the process to identify and assess material impacts, risks and opportunities (IRO-1) of the Sustainability Statement. This responsibility includes: • understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders; • the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term; • the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and • making assumptions that are reasonable in the circumstances. Management is further responsible for the preparation of the Sustainability Statement, in accordance with the Norwegian Accounting Act section 2-3, including: • compliance with the ESRS; • preparing the disclosures in section EU Taxonomy of the Sustainability Statement, in compliance with the Taxonomy Regulation; • designing, implementing and maintaining such internal control that management determines is necessary to enable the preparation of the Sustainability Statement that is free from material misstatement, whether due to fraud or error; and • the selection and application of appropriate sustainability reporting methods and making assumptions and estimates that are reasonable in the circumstances. Inherent limitations in preparing the Sustainability Statement In reporting forward-looking information in accordance with ESRS, management is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected. Sustainability auditor’s responsibilities Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Sustainability Statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability Statement as a whole. As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional scepticism throughout the engagement. Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include: BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 3 of 4 • obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; • considering whether the information identified addresses the applicable disclosure requirements of the ESRS; and • designing and performing procedures to evaluate whether the Process is consistent with the Company's description of its Process set out in section Description of the process to identify and assess material impacts, risks and opportunities (IRO-1). Our other responsibilities in respect of the Sustainability Statement include: • identifying where material misstatements are likely to arise, whether due to fraud or error; and • designing and performing procedures responsive to where material misstatements are likely to arise in the Sustainability Statement. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Summary of the work performed A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability Statement. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise in the Sustainability Statement, whether due to fraud or error. In conducting our limited assurance engagement, with respect to the Process, we: • obtained an understanding of the Process by: o performing inquiries to understand the sources of the information used by management (e.g., stakeholder engagement, business plans and strategy documents); and o reviewing the Company’s internal documentation of its Process; and • evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the Company was consistent with the description of the Process set out in section Description of the process to identify and assess material impacts, risks and opportunities (IRO-1). In conducting our limited assurance engagement, with respect to the Sustainability Statement, we: • obtained an understanding of the Group's reporting processes relevant to the preparation of its Sustainability Statement by o obtaining an understanding of the Group's control environment, processes, control activities and information system relevant to the preparation of the Sustainability Statement, but not for the purpose of providing a conclusion on the effectiveness of the Group's internal control Our business Governance Sustainability statement Financial statements 136 ANNUAL REPORT 2024 Independent sustainability auditor’s limited assurance report BDO AS, a Norwegian limited liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. The Register of Business Enterprises: NO 993 606 650 VAT. Page 4 of 4 • evaluated whether the information identified by the Process is included in the Sustainability Statement; • evaluated whether the structure and the presentation of the Sustainability Statement is in accordance with the ESRS; • performed inquires of relevant personnel and analytical procedures on selected information in the Sustainability Statement; • where applicable, compared disclosures in the Sustainability Statement with the corresponding disclosures in the financial statements and other sections of the Board of Directors’ report; • evaluated the methods, assumptions and data for developing estimates and forward-looking information; • obtained an understanding of the Company's process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Sustainability Statement; • evaluated whether information about the identified taxonomy-eligible and taxonomy- aligned economic activities is included in the Sustainability Statement, and • performed inquiries of relevant personnel, analytical procedures and substantive procedures on selected taxonomy disclosures included in the Sustainability Statement. Oslo, 24 April 2025 BDO AS Håvard Mamelund State Authorised Public Accountant - Sustainability Auditor Our business Governance Sustainability statement Financial statements 137 ANNUAL REPORT 2024 Independent sustainability auditor’s limited assurance report Our 2024 results Itera Group 139 Itera ASA 168 Statement by the Board of Directors and the CEO 181 Independent Auditor’s Report 182 Shares and shareholders 184 Christopher Hjort, Senior Project Advisor, Oslo ANNUAL REPORT 2024 138 Our business Governance Sustainability statement Financial statements Itera Group Consolidated statement of comprehensive income 140 Consolidated statement of financial position 141 Consolidated statement of cash flows 142 Consolidated statement of changes in equity 143 Corporate information and basis of preparation 144 Summary of material accounting policies 144 Alternative performance measures 147 Note 1. Overview of subsidiaries 148 Note 2. Geographical information and business sectors 148 Note 3. Business combination 150 Note 4. Salaries and personnel costs 152 Note 5. Share-based remuneration 153 Note 6. Executive remuneration 154 Note 7. Pension 155 Note 8. Other operating expenses 155 Note 9. Financial income and expenses 155 Note 10. Taxes 156 Note 11. Earnings and diluted earnings per share 156 Note 12. Non-current assets 157 Note 13. Right-of-use assets and lease liabilities 159 Note 14. Contract assets and contract liabilities 161 Note 15. Accounts receivable 161 Note 16. Financial assets and financial liabilities 162 Note 17. Other current assets 162 Note 18. Cash and cash equivalents 162 Note 19. Shareholders 163 Note 20. Long-term interest-bearing debt 164 Note 21. Other current liabilities 164 Note 22. Exchange rates 165 Note 23. Financial risk management 165 Note 24. Grants 166 Note 25. Transactions with related parties 167 Note 26. Subsequent events 167 Barbora Ludlova, Head of Technology Consulting, Bratislava Our business Governance Sustainability statement Financial statements 139 ANNUAL REPORT 2024 NOK 1 000, except earnings per share Note 2024 2023 Operating revenues 2 848 783 871 581 Cost of goods and services 65 735 57 902 Salaries and personnel expenses 4 634 309 634 359 Depreciation and amortisation 12, 13 33 009 32 299 Other operating and administrative expenses 8 63 330 68 667 Bad debt expense 15 4 391 - Total operating expenses 800 774 793 228 Operating profit 48 008 78 353 Financial income 9 1 104 879 Interest income 1 416 1 387 Financial expense 9 269 1 031 Interest expenses 4 175 2 888 Foreign exchange gains (losses) 9 -836 -1 288 Net financial income (expenses) -2 760 -2 941 Profit before taxes 45 248 75 412 Income taxes 10 10 264 18 722 Net income 34 984 56 690 Total income attributable to: Shareholders in parent company 34 984 56 690 Note 2024 2023 Earnings per share 11 0,43 0,70 Diluted earnings per share 11 0,43 0,70 Other comprehensive income Translation differences on net investment in foreign operations 1 434 (346) Total comprehensive income 36 419 56 344 Total comprehensive income attributable to: Shareholders of the parent company 36 419 56 344 Consolidated statement of comprehensive income itera Group 31 December Itera Group Our business Governance Sustainability statement Financial statements 140 ANNUAL REPORT 2024 Oslo, 24 April, 2025 The Board of Directors of Itera ASA Åshild Hanne Larsen Helge Leiro Baastad Jan-Erik Karlsson Gyrid Skalleberg Ingerø Lise Eastgate Andreas Vestre Morten Thorkildsen Arne Mjøs Board member Board member Board member Board member Board member Board member Chairman of the board Chief Executive Officer (Employee elected) (Employee elected) Consolidated statement of nancial position Itera Group 31 December NOK 1 000 Note 2024 2023 ASSETS Deferred tax assets 10 4 365 3 654 Intangible assets 3, 12, 13 27 483 31 127 Right of use assets 13 60 503 74 582 Property, plant and equipment 12 12 193 16 213 Goodwill 3, 12 5 225 - Total non-current assets 109 768 125 575 Current assets Contract assets 14 8 471 3 452 Accounts receivable 15, 16 96 733 107 770 Other current assets 17 11 085 13 193 Cash and cash equivalents 16, 18 52 632 49 209 Total current assets 168 922 173 623 Total assets 278 690 299 198 NOK 1 000 Note 2024 2023 EQUITY AND LIABILITIES Equity Share capital 19 24 656 24 656 Other equity 22 058 23 231 Total equity 46 714 47 887 Deferred tax liabilities 10 885 1 023 Other provisions and liabilities (0) 759 Long-term interest bearing debt 20, 23 2 750 3 750 Lease liabilities - non-current 13, 16 49 835 63 613 Total non-current liabilities 53 471 69 146 Accounts payable 16 20 153 18 288 Tax payable 10 7 340 12 183 Public fees payable 54 729 58 503 Lease liabilities - current 13, 16 14 600 13 874 Contract liabilities 14 15 283 14 292 Current portion of long term debt 20 1 000 1 000 Other current liabilities 13, 21 65 400 64 026 Total current liabilities 178 506 182 165 Total liabilities 231 977 251 311 Total equity and liabilities 278 690 299 198 Itera Group Our business Governance Sustainability statement Financial statements 141 ANNUAL REPORT 2024 Consolidated statement of cash flows Itera Group 1 January – 31 December NOK 1 000 Note 2024 2023 Profit before taxes 45 248 75 412 Income taxes paid 10 (9 808) (11 848) (Profit)/loss from sale of assets - (313) Interest expense 4 175 2 888 Interest paid (882) (566) Depreciation and amortisation 12, 13 33 009 32 299 Share option costs 1 545 1 655 Change in contract assets 14 (3 735) (3 227) Change in accounts receivable 14 15 781 (8 799) Change in accounts payable 16 1 784 1 529 Change in other accruals (14 794) 7 025 Effect of changes in exchange rates 1 420 (345) Net cash flow from operating activities 73 743 95 709 Sale of fixed assets - 357 Investment in subsidiaries net of cash 3 1 662 - Investment in fixed assets 12 (3 006) (10 908) Investment in intangible assets 12 (7 421) (8 870) Net cash flow from investing activities (8 765) (19 421) Note 2024 2023 Purchase of own shares - (11 873) Sale of own shares 5 4 853 6 237 Cash settlement of options contract - 2 943 Principal elements of lease payments 13 (17 308) (15 207) Long term borrowings 20 (1 000) 4 750 Dividends paid to equity holders of Itera ASA (48 717) (56 860) Net cash flow from financing activities (62 172) (70 010) Effects of exchange rate changes on cash and cash equivalents 618 997 Net change in cash and cash equivalents 3 423 7 275 Cash and cash equivalents as of 1 January 49 209 41 934 Cash and cash equivalents as of 31 December 18 52 632 49 209 Itera Group Our business Governance Sustainability statement Financial statements 142 ANNUAL REPORT 2024 Consolidated statement of changes in equity Itera Group 31 December NOK 1 000 Note Total paid in capital Own shares Other paid in equity Cumulative transla- tion differences Other equity Total equity Equity as of 1 January 2023 24 656 (484) (33 892) 1 260 57 900 49 442 Net income for the period - - - - 56 690 56 690 Other comprehensive income for the period - - - (346) - (346) Share option costs - - 1 655 - - 1 655 Equity settlement of options contract 5 - 85 2 858 - - 2 943 Purchase of own shares 19 - (292) (11 581) - - (11 873) Sale of own shares 5 - 194 6 043 - - 6 237 Dividends - - - - (56 860) (56 860) Equity as of 31 December 2023 24 656 (497) (34 918) 914 57 730 47 887 Net income for the period - - - - 34 984 34 984 Other comprehensive income for the period - - - 1 434 - 1 434 Share option costs - - 1 545 - - 1 545 Employee share purchase program 5 - 153 4 700 - - 4 853 Sale of own shares 3 - 138 4 588 - - 4 727 Dividends - - - - (48 717) (48 717) Equity as of 31 December 2024 24 656 (205) (24 085) 2 348 43 997 46 714 Itera Group Our business Governance Sustainability statement Financial statements 143 ANNUAL REPORT 2024 Corporate information and basis of preparation Corporate information Itera ASA (the Company) including its subsidi- aries (the Group) is a leading international tech company that helps businesses and organi- sations to accelerate their sustainable digital transformation. We have a unique ability to make digital the core of their business because of our full range of services in digital strategy and consulting, customer experience, tech- nology and cloud operations. Itera provides solutions and services to customers in indus- tries such as insurance, banking and finance, energy, and the public sector. Itera has offices in Norway, Sweden, Denmark, Iceland, Ukraine, Slovakia, Poland and the Czech Republic. Itera ASA is a public limited company registered and domiciled in Norway. Its office address is Stortingsgata 6, 0161 Oslo, Norway. Itera ASA is listed on the Oslo Stock Exchange (ticker ITERA). Itera ASA is the ultimate parent com- pany of the Group. The consolidated financial statements for Itera ASA were approved by the Board of Directors on 24 April 2025 and are subject to approval by the Annual General Meeting on 27 May 2025. Basis of preparation The consolidated financial statements have been prepared in accordance with the Interna- tional Financial Reporting Standards (IFRS®) and related interpretations as approved by the EU as in effect at 31 December 2024, and with all additional disclosure requirements pursuant to the Norwegian Accounting Act as in effect at 31 December 2024. The consolidated financial statements have been prepared on the historical cost principle. The consolidated financial statements are presented in Norwegian Kroner (NOK). Amounts are rounded to the nearest thousand, unless otherwise stated. As a result of rounding adjust- ments, amounts and percentages may not add up to the total. Summary of material accounting policies The most important accounting principles applied by the Group in the preparation of the consolidated financial statements are described below. These principles have been applied identically to all the periods that are presented, unless otherwise stated. Consolidation principles Itera ASA has a controlling interest in all the subsidiaries it owns. A controlling interest is normally achieved when the Group owns, directly or indirectly, more than 50% of the voting shares in the target company. The results of subsidiaries acquired during the year are included in the profit or loss from the date when control is obtained. All intercompany trans- actions, outstanding balances and unrealised group internal profits or losses are eliminated. Foreign currency translation The consolidated financial statements are pre- sented in NOK, which is Itera ASA’s functional currency. Transactions in foreign currencies are initially recognised in the functional currency at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the func- tional currency using the exchange rate at the reporting date. All exchange differences are recognised in the profit or loss with the excep- tion of exchange differences on a net investment in a foreign entity. These exchange differences are recognised as a separate component of other comprehensive income until the disposal of the net investment. Non-monetary items measured at historical cost in foreign currency are translated using the exchange rates at the dates of the initial transactions. The date of initial transaction for non-monetary assets on which the Group has paid an advance consider- ation is the date of the payment of the advanced consideration. The Group has foreign entities with functional currencies other than NOK. At the reporting date, the assets and liabilities of foreign entities with functional currencies other than NOK are translated into NOK at the rate of exchange at the reporting date and their state- ments of comprehensive income are translated at the average exchange rates for the year. The translation differences arising from the trans- lation are recognised in other comprehensive income until the disposal of the net investment, at which time they are recognised in the other comprehensive income. Leases Itera ASA’s lease agreements consist of the buildings, cars and equipment used in the operating activities and its office machines. Cars usually have a lease period of 5 years, while several of the buildings have a longer time frame. The office machines are leased for a 3-5 year period. Some of the building leases have extension options and this has been taken into account. Assets and liabilities arising from a lease are ini- tially measured on a present value basis. Lease liabilities include the net present value of the fixed lease payments less any lease incentives receivable. The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred. The lease Itera Group Our business Governance Sustainability statement Financial statements 144 ANNUAL REPORT 2024 liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Group’s incremental borrowing rate. Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Ifthe Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life. The Group has elected not to recognise the right- of-use assets and liabilities for short-term leases of equipment and low value assets. Short-term leases are defined as 12 months or less, and low value assets at NOK 50 000 or lower. Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group will comply with all attached con- ditions. The Itera Group receives government grants related to SkatteFUNN. Government grants relating to costs are deferred and recog- nised in profit or loss over the period necessary to match them with the costs that they are intended to compensate. Itera ASA received a grant from The Directorate of Integration and Diversity in 2024. The costs for this grant are presented on a gross basis in the financial statements with the grant amount being recog- nised to revenue when received and costs being recognised as incurred. Pension The Itera Group finances its pension arrange- ments for employees through collective defined contribution-based schemes. A defined contri- bution pension scheme is a plan under which an entity pays fixed contributions into a separate fund or pension fund and has no legal or con- structive obligation to pay any further amounts. Contribution obligations are recognised as per- sonnel expenses in the profit and loss account when due. Prepaid contributions are recognised as an asset to the extent that they entail cash refunds or that future payments to the scheme are reduced. Share-based remuneration Employee share options at the Group give employees the right to subscribe for shares in Itera ASA at a future point at a predeter- mined price (exercise right). This right as a rule is dependent on the employee still being employed at the time of exercise. Employee share options are valued at fair value on the grant date. Their calculated value is recognised as a personnel expense, with a counter entry to other paid-in equity. The cost of share options is divided over the period until the employee becomes unconditionally entitled to exercise the options. Social security tax The social security tax costs associated with employees’ taxable benefits are expensed as incurred over the accrual periods on the basis of the accrual rates and values at the balance sheet date. Revenue recognition The Group provides the majority of its services on a time and materials basis and, in most cases, has an enforceable right to payment for services rendered to date. To the extent that the Group has income from projects where the Group is to deliver a predefined result at a price that is either fixed or has elements that mean the hourly income is unknown until comple- tion of the project, the income is recognised in line with the degree of completion. Progress is measured as accrued hours in relation to total estimated hours. In these cases, it is the customer who controls the asset being created or enhanced. Revenue arising from subscriptions is recog- nised over the course of the contract period. The Group has various types of subscription services. SaaS (Software-as-a-Service) con- tracts are based on fixed monthly service fees. These are invoiced for one to twelve months in advance. Cloud operations subscription fees are typically a combination of fixed monthly services plus consumption-based services and may thus vary from month to month depending on the latter. These are invoiced in advance for the non-consumption based services and in arrears for the consumption. IFRS 15 Revenue from Contracts with Cus- tomers is based on the principle of recognising revenue when control of goods or services transfers to a customer. Itera mostly derives its revenue from the transfer of services over time as opposed to at a point in time. Revenue from consulting services rendered that relate to subscription contracts will in some cases be recognised over the contract period for the subscription contract and not at the point in time when the services are delivered. The costs of fulfilling a contract, such as costs related to delivering the services mentioned are capital- ised as contract costs if the amortisation period is more than 12 months. The amortisation period is the expected contract period, including renewals. Payments from customers for deliv- ering these services are under IFRS considered prepayments and classified as contract liabili- ties under current liabilities. Revenue from a transition project that is an integral part of a subsequent operating ser- vices contract is recognised on a linear basis over the period of the latter contract. Revenue from services is recognised when the hours are delivered and is usually invoiced monthly with the exception of projects with some milestone Itera Group Our business Governance Sustainability statement Financial statements 145 ANNUAL REPORT 2024 invoicing. When the contract outcome cannot be measured reliably, revenue is recognised only to the extent that the expenses incurred are eligi- ble to be recovered. Revenue is measured based on the consideration specified in a contract with a customer. Contract assets, contract costs and contract liabilities Contract assets comprise earned and recog- nised revenue that has not yet been invoiced. Contract assets are transferred to receivables when the right to payment becomes uncondi- tional, which usually occurs when invoices are issued to the customers. Contract costs comprise expenses related to ful- filling a contract, typically implementation costs in the initial stage of a contract, capitalised and expensed over the expected contract periods. Contract liabilities comprise prepayments from customers for delivering services. Cost of goods and services Cost of goods and services is the cost paid to external suppliers for goods or services directly related to Itera’s delivery of goods and services. Cost of goods and services includes costs due to third-party contractors, the rental of software, purchases of software and hardware for resale, travel expenses for consultants and other costs. Tax expense Deferred tax assets are capitalised on the bal- ance sheet when it is probable that the individ- ual company will have sufficient taxable profits in subsequent periods to be able to use the tax asset. The individual companies recognise pre- viously non-capitalised tax assets to the extent that it has become probable that they will make use of them. Likewise, the individual companies reduce the value of their deferred tax assets to the extent that they no longer regard it as probable that they will be able to make use of their deferred tax assets. All deferred tax balances are evalu- ated as probable and all probable deferred tax balances have been included. Statement of cash flows The statement of cash flow is prepared using the indirect method. Cash and cash equivalents comprise cash and bank deposits. Interest paid and interest income are presented as part of operating activities. Key sources of estimation uncertainty – critical accounting estimates A critical accounting estimate is one which is both important to the presentation of the Group’s financial position and results and requires management’s most difficult, subjec- tive or complex judgements, often as a result of the need to make important estimates based on assumptions about the outcome of matters that are inherently uncertain. Areas of signifi- cant estimation uncertainty include: Impairment of capitalised development costs Itera has capitalised development costs related to its Intellectual Property Rights (IPR). The IPR generate monthly subscription revenues over the length of the customer contracts, and the capitalised development costs are amor- tised over their estimated useful life. Significant technological changes or loss of major customer contracts may impact the remaining useful life or the fair value of the asset, respectively. The Group conducts impairment tests on the assets to assess whether there is a need to write down or accelerate the amortisation of the assets when such triggering factors occur. The current carrying value of the assets are low compared to the associated revenue generated from this. The Group thus considers the risk of impairment to be limited. New standards and interpretations not yet adopted Certain new accounting standards, amend- ments to standards and interpretations may be published that are not mandatory for the year ended 31 December 2024 and have not been applied in preparing these consolidated financial statements. The standards that may be relevant to the Group are set out below. These will be adopted in the period that they become mandatory unless otherwise indicated. These standards, amendments or interpretations are not expected to have a material impact on the Group in the current or future reporting periods. IFRS 18 The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements, however no change has been implemented for the current year. Itera Group Our business Governance Sustainability statement Financial statements 146 ANNUAL REPORT 2024 Alternative performance measures In accordance with the guidelines issued by the European Securities and Markets Authority on alternative performance measures (APMs), Itera publishes definitions for the alternative perfor- mance measures used by the company. Alter- native performance measures, i.e. performance measures not based on financial reporting standards, provide the company’s management, investors and other external users with addi- tional relevant information on the company’s operations by excluding matters that may not be indicative of the company’s operating result or cash flow. Itera has adopted non-recurring costs, EBITDA, EBITDA margin, EBIT, EBIT mar- gin, equity ratio and NIBD/EBITDA ratio as alter- native performance measures both because the company thinks these measures will increase the level of understanding of the company’s operational performance and because these represent performance measures that are often used by analysts and investors and other exter- nal parties. EBITDA is short for earnings before interest, tax, depreciation and amortisation. It is calculated as profit for the period before (i) tax expense, (ii) financial income and expenses and (iii) depreci- ation and amortisation. EBITDA margin is calculated as EBITDA as a proportion of operating revenue. EBIT is short for earnings before interest and tax and is calculated as profit for the period before (i) tax expense and (ii) financial income and expenses. EBIT margin is calculated as EBIT as a propor- tion of operating revenue. Equity ratio is calculated as total equity as a pro- portion of total equity and liabilities. NIBD/EBITDA ratio is calculated as the inter- est-bearing liabilities minus cash or cash equiv- alents, divided by its EBITDA. Non-recurring costs relate to extraordinary or one-time items, such as costs and provisions incurred by the Group on irregular basis and which the Group does not expect to continue over time. Adjusted EBITDA, Adjusted EBIT and corresponding margins are used to depict such figures excluding the non-recurring costs. Itera Group Bent Hammer, CFO Our business Governance Sustainability statement Financial statements 147 ANNUAL REPORT 2024 Note 1 Overview of subsidiaries Share Result Equity Result Equity NOK 1000Country holding202431.12.2024202331.12.2023Principal activities1)Itera Norge ASNorway 100% 17 572 31 329 34 478 30 588Holding company and group functions1)Itera Offshoring Services ASNorway 100% 3 733 14 446 6 381 10 685Nearshoring1)Cicero Consulting ASNorway 100% 4 324 10 277 4 520 10 234Sales and production company Norway1)Compendia ASNorway 100% 8 128 8 876 5 524 7 249Sales and production company Norway1)3)Itera Sverige ABSweden 100% (2 332) (2 244) (2 991) (2 060)Sales and production company Norway1)Itera ApSDenmark 100% 9 000 3 865 11 447 4 689Sales and production company Denmark2)Itera ehfIceland 100% 1 656 4 086 5 730 3 421Nearshoring1)Itera Consulting Group Ukraine, LLCUkraine 100% 414 7 279 (297) 6 792Nearshoring3)Itera Rogaland ASNorway 100% 567 1 228 - - Sales and production company Norway3)Mosaique Headhunting ASNorway 100% (352) 1 262 - - Sales and production company NorwayTotal42 710 80 404 64 792 71 597 1) Consolidated pre 2016 2) Consolidated from 2021 3) Consolidated from 2024 4) Itera Sverige AB is indirectly owned - it is owned 100% by Itera Norge AS Note 2 Geographical information and business sectors The business activities of the Group are carried out by 11 opera- tional companies and three branch offices in 8 countries. 2 new companies were bought on 8th November 2024. Each company has its own management team and a CEO who is responsible for the company’s financial results. Each company also has its own internal structure for management, budgeting and financial reporting, including reporting to the Group CEO. The Chief Oper- ating Decision-Maker (CODM), who is responsible for allocating resources and assessing performance of operating units, has been identified as the steering committee consisting of the Group CEO and CFO. The activities carried out by all the subsidiaries are for all practical purposes related to delivering IT and communication solutions to customers. In particular, the Group utilises its distrib- uted delivery capabilities seamlessly across its various operating units and locations. The reported revenue from the 7 geographical reporting locations outside Norway, from both external customers and intragroup sales, is less than 20% of the combined revenue. Transactions and transfers between the companies are carried out on normal commercial terms. Revenues from transactions with the four largest external custom- ers, all of them in the banking, insurance and financial services business sector, amounted to NOK 95.6, MNOK 75.7, 54.1 and 47.2 million in 2024. Three of the largest customers are located in Norway and one in Denmark. Itera Group Our business Governance Sustainability statement Financial statements 148 ANNUAL REPORT 2024 The Group does not report internally on separate business areas. The Group’s business is uniform in the Nordic market for IT consul- tancy services. Risks and earnings are followed up by the busi- ness as a whole with common markets, on a project basis and per consultant. On that basis, the Group has one reportable business segment. The Group has four business sectors as its main focus areas for growth from existing customers as well as for finding new business. These are the financial sector (with subsectors such as banking, insurance and financial institutions), energy, the public sector and others (including sectors such as retail, IT & communications and professional services). Note 2 Geographical information and business sectors, cont. Geographical information: NOK 1 000 2024 Norway Sweden Denmark Iceland Other countries GroupSales revenue 1 004 893 18 216 88 787 51 478 84 731 1 248 105 Intragroup eliminations (308 520) (381) (6 148) - (84 274) (399 322)Net sales revenue 696 373 17 835 82 639 51 478 458 848 783 Services 584 406 16 548 43 652 51 461 455 696 522 3rd party services 21 106 1 187 16 631 - - 38 924 Subscriptions 71 668 - 7 829 - - 79 497 Other revenue 19 194 100 14 527 16 3 33 840 Net sales revenue 696 373 17 835 82 639 51 478 458 848 783 Operating profit 60 214 (3 841) 14 404 - 14 78 353 2023 Norway Sweden Denmark Iceland Other countries Group Sales revenue 1 050 416 1 228 91 734 51 397 83 866 1 278 641 Intragroup eliminations (306 771) - (16 438) - (83 852) (407 060)Net sales revenue 743 645 1 228 75 296 51 397 14 871 581 Services 629 247 1 228 53 294 51 362 14 735 145 3rd party services 17 090 - 14 636 - - 31 726 Subscriptions 68 734 - 7 498 - - 76 232 Other revenue 28 574 - (132) 35 - 28 478 Net sales revenue 743 645 1 228 75 296 51 397 14 871 581 Itera Group Our business Governance Sustainability statement Financial statements 149 ANNUAL REPORT 2024 Revenue by business sector:NOK 1000 2024 2023Financial sector:Insurance 142 051 148 723 Banking 138 777 113 496 Financial institutions 119 442 118 038 Energy (including offshore & engineering and 186 828 200 216industry)Public sector 98 091 102 457 IT & communication 107 461 85 661 Retail 23 686 30 308Professional services 19 590 18 793 Other 12 856 53 889 Net sales revenue 848 783 871 581 Services revenue is generated from the rendering of services to customers by Itera’s own consultants. The service contracts are with a few exceptions time and materials agreements where the invoicing is based on hours performed at agreed rates. 3rd party services revenue is generated from rendering of services to customers performed by subcontractors. Subscriptions revenue is generated from services provided on a regular basis with fees based on fixed amounts or volumes. Note 3 Business combination Acquisition of Revoltr AS and Mosaique Headhunting Stavanger AS In 2024 Itera ASA acquired 100% of the shares in two companies Revoltr AS (which changed its name to Itera Rogaland AS after the acquisition) and Mosaique Headhunting Stavanger AS (which changed its name to Mosaique Headhunting AS after the acquisi- tion). The acquisitions were carried out to establish a new office and to strengthen the Group’s local presence in the Rogaland market in accordance with the Group’s strategy to hunt for new and develop existing business in the energy sector. The transaction was made with Mosaique Holding AS and was partially settled in Itera’s own shares. Itera transferred 307,717 of its shares for Revoltr AS and 153,859 of its shares for Mosaique Headhunting AS. According to the share purchase agreement the cost price of the shares was set at NOK 10.24/share. The transaction was completed after the stock exchange’s closing time on the 7th of November 2024. The remaining price of NOK 350 k for Revoltr AS and NOK 175 k for Mosaique Headhunting Stavanger AS was paid in cash. Additional accruals for possible results-based earn-outs of NOK 1,5 million for Itera Rogaland AS and NOK 0,8 million for Mosaique Headhunting AS to be paid in 2026 are mapped as Other current liabilities in the Consolidated statement of financial position. Purchase Price Allocation is final. Note 2 Geographical information and business sectors, cont. Consideration transferedNOK 1000Mosaique Headhunting Revoltr ASAS TotalCash consideration 350 175 525Shares issued 3 151 1 576 4 727Contingent consideration 1 500 750 2 250Total consideration 5 001 2 501 7 502Identified Assets and Liabilities at Fair ValueNOK 1000Mosaique Headhunting Revoltr ASAS TotalAssetsDeferred tax assets 328 - 328 Property, plant and equipment - 54 54 Total non-current assets 328 54 382 Itera Group Our business Governance Sustainability statement Financial statements 150 ANNUAL REPORT 2024 Mosaique Headhunting Revoltr ASAS TotalCurrent assetsContract assets 114 1 170 1 284 Accounts receivable 3 568 1 176 4 744 Other current assets 4 136 140Cash and cash equivalents 1 873 314 2 187 Total current assets 5 559 2 796 8 356 Total assets 5 887 2 851 8 738 LiabilitiesDeferred tax liabilities - 5 5 Total non-current liabilities - 5 5 Mosaique Headhunting Revoltr ASAS TotalAccounts payable 20 61 81 Tax payable - 118 118 Public fees payable 1 779 741 2 520 Other current liabilities 3 428 311 3 739 Total current liabilities 5 227 1 231 6 458 Total liabilities 5 227 1 236 6 463 -Total equity and liabilities 5 887 2 851 8 738 Net Identified Assets and 661 1 614 2 275 LiabilitiesGoodwill 4 340 886 5 227 Total Consideration 5 001 2 501 7 502 Goodwill Goodwill of NOK 5.3 million primarily arises due to growth opportu- nities. The amount represents the excess of the total consideration value over the fair value of the net assets acquired at the purchase time. Goodwill is not tax deductible. Impact on Profit and Loss Since the acquisition date, Itera Rogaland AS has contributed reve- nue of NOK 3.1 million and a net profit of NOK 0.6 million. The total revenue of Itera Rogaland AS in 2024 was NOK 18.3 million and its operating profit for the whole year was NOK 0.5 million. Since the acquisition date, Mosaique Headhunting AS has con- tributed revenue of NOK 1.0 million and a net profit of NOK -0.4 million. The total revenue of Mosaique Headhunting AS in 2024 was NOK 6.9 million and its operating profit for the whole year was NOK 0.5 million. The total result of the acquisition included in the Consolidated statement of comprehensive income is NOK 0.2 million. Contingent consideration As part of the acquisition, an additional NOK 1.5 million may be paid if Itera Rogaland AS meets the financial targets of revenue of NOK 36.5 million and EBIT of NOK 1.0 million by 2026. Addi- tionally, NOK 0.8 million may be paid if Mosaique Headhunting AS meets financial targets of revenue of NOK 13.0 million and EBIT of NOK 1.0 million by 2026. As of the balance sheet date, contingent consideration is recognised at fair value of NOK 2.3 million. Note 3 Business combination, cont. Itera Group Our business Governance Sustainability statement Financial statements 151 ANNUAL REPORT 2024 Note 4 Salaries and personnel costs NOK 1000 Note 2024 2023Salaries 552 930 553 298Share option costs 5 1 501 1 432Social security taxes 49 046 48 614Pension costs 7 19 191 18 297Other benefits 17 363 17 721Salaries and personnel expenses 12 (5 723) (5 003) capitalisedTotal payroll and personnel expenses 634 309 634 359Average number of employees 722 741 Itera Group Arne Mjøs, CEO and Founder Jon Erik Høgberg, Group COO Our business Governance Sustainability statement Financial statements 152 ANNUAL REPORT 2024 Out- Issued Expired Exer- Out- Fair Share standingin incised instandingvalue when Exerciseprice whenDateExercise1) issued 2)Program31.12.2023 20242024202431.12.2024issuedprice of issueperiod2020 (program 1) 611 666 - 611 666 - - NOK 2.07 NOK 11.32 NOK 11.46 02.07.2020 20242020 (program 2) 375 000 - 375 000 - - NOK 2.45 NOK 13.91 NOK 13.91 23.12.2020 20242021 525 000 - - - 525 000 NOK 2.36 NOK 13.50 NOK 13.50 22.06.2021 20252022 920 000 - 230 000 - 690 000 NOK 2.56 NOK 12.95 NOK 12.95 22.06.2022 20262023 305 000 - 20 000 - 285 000 NOK 2.43 NOK 12.41 NOK 12.59 30.03.2023 20272024 - 600 000 20 000 - 580 000 NOK 2.03 NOK 11.68 NOK 12.31 31.03.2024 2028Total 2 736 666 600 000 1 256 666 - 2 080 000 1) The exercise price is the average share price over the 15 days prior to the date the option is granted. 2) The exercise price is set at fair value on the date the option is granted. The company works on the basis that the exercise price is the same as the share price on the date the option is granted. Interest Program Numberrate Volatility Lifetime2020 (program 1) 615 000 0.28% 43.2% 4 years2020 (program 2) 375 000 0.54% 42.3% 4 years2021 775 000 1.06% 41.7% 4 years2022 920 000 3.20% 44.2% 4 years2023 305 000 3.00% 45.7% 4 years2024 600 000 3.56% 42.0% 4 yearsTotal 3 590 000 Note 5 Share-based remuneration Share option programs The Group had six share option programs running in 2024. All schemes are to be settled in shares. Share option programs were issued twice during 2020 and once in 2021, 2022, 2023 and 2024. These programs have no financial targets attached, and up to one-third of the options are exercisable after three years and otherwise are rolled forward. All remaining options must be exercised after four years or they are otherwise forfeited. The fair value of the options was calculated on the date they were granted, and the options granted are being expensed over the accrual periods of four years in accordance with the graded vesting principle. Fair value is calculated using the Black-Scholes-Merton option pricing model. The calculation of fair value assumes that historical volatility is an indication of future volatility. Expected vol- atility is therefore set equal to historical volatility. The interest rate is based on rates obtained from Norges Bank for the same period as the life of the options. For the option programs, an annual par- ticipant attrition rate of 10-20% was assumed. For calculation pur- poses, annual dividends of NOK 0.45 to NOK 0.90 were assumed for the various programs. Share option costs (including employer’s social security contributions) of NOK 1,545k were expensed in 2024 (NOK1,655kin 2023). Itera Group Our business Governance Sustainability statement Financial statements 153 ANNUAL REPORT 2024 Employee share purchase program In 2017, Itera introduced an annual Employee Share Purchase Program, where all employees not under notice could purchase shares up to a market value of NOK 20,000 at a 20% discount. The program was repeated each year until 2021. After changes in Norwegian tax legislation in 2022 the program was changed so that employees could purchase shares at a valuation discount. In 2024, this discount was calculated to be 22.8% due to a three-year lock-in period of the shares. In 2024, 62 (85 in 2023) employees purchased a total of 141,772 (177,941) shares at the rate of NOK 9.50 (NOK 9.63). The discount of NOK 398 thousand (NOK 527 thousand in 2023) is recognised against the equity. Share purchase program for managers and key personnel In 2024, a Share Purchase Program was offered to the Group’s managers and key personnel in order to foster the alignment of interests between executives and shareholders, as well as contrib- ute to the retention of key people. Under the program, the invitees were able to purchase up to a defined number of shares at a valuation discount of NOK 2.81 per share. The discount was related to a three-year lock-in period for the shares. The Company has an option to re-purchase all or some of the shares with the same discount in the event the shareholder terminates his or her employment at the Group within the lock-in period. 26 key employees and executives showed their long-term commitment by purchasing a total of 369,044 shares for a total investment of NOK 3.5 million under this program. The discount is recognised against the equity. Note 5 Share-based remuneration, cont. Note 6 Executive remuneration Short-term Long-term NOK 1000 Base salaryincentive Pension Benefits Totalincentive Total Fixed VariableArne Mjøs (CEO) 3 051 276 108 20 3 455 0 3 455 92% 8%Bent Hammer (CFO) 2 039 121 110 20 2 290 148 2 438 89% 11%Mette Mowinckel (CHRO) 1 540 86 112 20 1 758 26 1 784 94% 6%Jon Erik Høgberg (COO) 2 151 133 102 17 2 403 0 2 403 94% 6%Anine Ragnif (COO Norway) 1 737 98 106 17 1 958 69 2 026 92% 8%Total 10 518 714 538 94 11 864 242 12 107 92% 8% Itera Group Our business Governance Sustainability statement Financial statements 154 ANNUAL REPORT 2024 Note 7 Pension All of the Group’s pension schemes are defined contribution schemes. The Group’s pension expense is represented by the premiums paid and is included in payroll and personnel expenses in the Statement of Comprehensive Income. The Group’s pension schemes in Norway comply with the Norwegian Mandatory Occupational Pension Act (OTP). Pension costNOK 1 000 2024 2023Norway 14 874 14 783 Sweden 1 219 328 Denmark 2 897 3 054 Iceland 200 133 Pension cost Employees 19 191 18 297Slovakia 11 598 12 402 Other locations 4 001 4 019 Pension cost Contractors 15 600 16 421Total 34 791 34 718 Note 8 Other operating expenses NOK 1 0002024NOK 1000, excluding VAT 2024 20232023Facility-related expenses 21 136 20 748 ICT costs and office supplies 19 133 19 895 Professional fees 7 204 10 115 Courses 3 917 5 401 Travel and transport 5 129 6 525 Sales and marketing 5 348 4 675 Audit fees 1 482 1 005Other operating expenses 1 463 1 308 Total 63 330 68 666 Fees to the auditorsStatutory audit of Itera ASA (financial audit) 509 458Statutory audit of Itera ASA (audit of sustainability 264 -report)Statutory audit of subsidiaries in Norway 601 447 Statutory audit of international subsidiaries 108 100 Other services provided to subsidiaries in Norway - 18 Note 9 Financial income and expenses NOK 1000 2024 2023Interest income bank deposits 1 416 1 387 Other financial income 1 104 879 Net financial income 2 520 2 266 Interest expense bank overdraft 584 515 Interest expense long term liabilites 296 51 Interest expense on lease liabilities 3 295 2 322 Other financial expense 269 1 031 Total financial expenses 4 444 3 918 Foreign currency gains/losses (836) (1 288) Itera Group Our business Governance Sustainability statement Financial statements 155 ANNUAL REPORT 2024 Note 10 Taxes NOK 1 000 2024 2023Tax expenseTax payable 10 926 15 938Change in deferred tax (661) 2 506 Correction of previous years - 278 Total tax expense 10 264 18 722 Tax payable in the balance sheet:Profit before tax 45 248 75 412 Permanent tax differences (2 350) (2 092)Changes in temporary differences 3 205 (4 154)Total basis for tax payable 46 103 69 165 Assessed tax payable 10 593 16 267 Tax paid in advance 158 226 SkatteFUNN (3 295) (4 116)Deduction of tax paid in branch offices (115) (193)Net tax payable 7 340 12 183 Taxes paid in advance is included in other current receivables. Specification of the basis for deferred tax 2024 2023Fixed assets (7 505) (7 959)Accounts receivable provisions (3 959) -Other temporary differences 712 1 392 Tax losses carried forward (2 332) (3 835)Right-of-use assets 13 311 16 408Lease liability (14 176) (17 047)Total (13 949) (11 041)Deferred tax (3 479) (2 630)Deferred tax asset recognised in the balance sheet (4 365) (3 653)Deferred tax liability recognised in the balance sheet 885 1 023NOK 1 00020242023Reconciliation of tax rateProfit before tax 45 248 75 412 Tax calculated at the nominal corporation tax rate 9 954 16 591 of 22%Effect of differing tax rates for foreign subsidiaries (67) (145)Effect of permanent differences (517) (461)Effect of change in tax calculation previous years - 1 925 Effect of other differences 901 866 Tax expense in profit and loss 10 264 18 722 Effective tax rate(22.7%)(24.8%) Note 11 Earnings and diluted earnings per share NOK 1000, except earnings per share 2024 2023Profit for the year 34 984 56 690Average number of outstanding shares 80 909 81 062Outstanding employee share options 2 080 2 737Dilution effect of outstanding share options - 14Average number of shares including dilution 80 909 81 075Earnings per share 0.43 0.70Diluted earnings per share 0.43 0.70Earnings per share cont. operations 0.43 0.70Diluted earnings per share contin. operations 0.43 0.70 The average share price for 2024 calculated on the basis of the market closing price for the Itera share on each trading day (except for days when no shares were traded when the bid price has been used) was NOK 11.23. Basic earnings per share calculations are based on the weighted average number of common shares outstanding during the period, while diluted earnings per share calculations are performed using the average number of common shares and dilutive common share equivalents outstanding during each period. The share option exercise prices are NOK 12.31, NOK 12.59, NOK 12.50, NOK 13.50, NOK 13.91 and NOK 11.46 for the 2024, 2023, 2022, 2021, 2020 (program 2) and 2020 (program 1) programs, respectively. Itera Group Our business Governance Sustainability statement Financial statements 156 ANNUAL REPORT 2024 Note 12 Non-current assets Intangible assets Intangible assets (capitalised development costs) are primarily related to the development of new concepts. These concepts are primarily related to Software-as-a-Service (SaaS) subscriptions offered to customers. The SaaS solutions are typically subject to continuous development and improvement. The developed assets are assigned a useful life of 5 years, representing the anticipated average period of economic benefit to the company of the features developed. Development activities relate to significant new concepts or solutions. Costs are capitalised only to the extent that they can be measured reliably, the product or process is technically or com- mercially viable, the future economic benefits are likely, and the Group intends and has sufficient resources to complete its devel- opment as well as to sell or make use of it. Capitalised expenses include costs for materials, direct salary costs, and directly attrib- utable overhead costs. Other development costs are expensed as incurred. Capitalised development expenditure is carried at cost minus amortisation and impairment. Intangible assets are tested for impairment when circumstances indicate there may be a potential impairment. Factors that indicate impairment which trigger impairment testing include the follow- ing: significant fall in market values; significant underperformance relative to historical or projected future operating results; signifi- cant changes in the use of the assets or the strategy for the overall business, including assets that are decided to be phased out or replaced and assets that are damaged or taken out of use; signifi- cant negative industry or economic trends; significant loss of mar- ket share; significant unfavourable regulatory and court decisions and significant cost overruns in the development of assets. There were no impairment indicators for intangible assets in 2024 and there was therefore no additional impairment testing in 2024. In 2024, costs of NOK 7.3 million (NOK 8.8 million) incurred in connection with the development of products were capitalised. Expenditure incurred in connection with development work relates principally to the salaries and personnel costs of the employees involved in developing the concepts. In addition to the capitalized expenses for software development, the cost of NOK 8.6 million was recognised as incurred for salaries and personnel expenses, as well as NOK 0.5 million for external cost of goods and services in consolidated financial statements. These are costs connected to Itera’s investment project to develop a comprehensive platform for cost-effective and faster develop- ment and implementation of infrastructure. 2024Development NOK 1 000costs Software TotalAcquisition costAccumulated at 1 January 78 564 3 546 82 111 Additions 7 476 115 7 591 Disposals - (538) (538)Translation differences (164) 5 (159)Accumulated at 31 December 85 876 3 129 89 005 AmortisationAccumulated at 1 January 47 712 3 272 50 984 Amortisation for the year 10 941 130 11 071 Amortisation on disposals in the year - (532) (532)Accumulated at 31 December 58 653 2 870 61 523 Book valueBook value at 1 January 30 852 274 31 127 Book value at 31 December 27 223 259 27 482 Estimated useful life 3-5 years 3-5 years Amortisation plan linear linear Itera Group Our business Governance Sustainability statement Financial statements 157 ANNUAL REPORT 2024 2023Develop-NOK 1 000ment costs Software TotalAcquisition costAccumulated at 1 January 69 752 3 489 73 241 Additions 8 812 57 8 870 Disposals - - - Translation differences - - - Accumulated at 31 December 78 564 3 546 82 111 AmortisationAccumulated at 1 January 37 082 2 974 40 056 Amortisation for the year 10 630 299 10 928 Amortisation on disposals in the year - - - Accumulated at 31 December 47 712 3 272 50 984 Book valueBook value at 1 January 32 670 515 33 185 Book value at 31 December 30 852 274 31 127 3-5 Estimated useful life 3-5 years years Amortisation plan linear linear Property, plant and equipment The group’s tangible fixed assets are related to office machinery & equipment, such as PCs and meeting room equipment, and fixtures and fittings in the office facilities. Tangible fixed assets are recognised at acquisition cost, less accumulated depreciation and accumulated impairment losses. Acquisition cost includes expenses directly attributable to pur- chasing the asset. Acquisition cost for assets developed in-house includes direct salary costs, other costs directly attributable to ensuring that the assets function as intended, and the costs of dis- mantling and removing the assets. Gains and losses on disposals of tangible fixed assets are presented as part of the operating profit/ loss and calculated as the difference between the consideration received and the carrying value of the asset. 2024Office Fixtures machinery & and NOK 1 000equipmentfittings TotalAcquisition costAccumulated at 1 January 38 030 7 322 45 353Additions 2 840 335 3 175 Disposals (4 270) (414) (4 684)Translation differences 159 - 159 Accumulated at 31 December 36 760 7 242 44 002 DepreciationAccumulated at 1 January 25 687 3 453 29 139 Depreciation 6 011 921 6 932 Depreciation on disposals (3 858) (404) (4 262)Translation differences - - - Accumulated at 31 December 27 838 3 971 31 809 Book valueBook value at 1 January 12 344 3 869 16 213 Book value at 31 December 8 922 3 271 12 193 Estimated useful life 3-5 years 5-7 years Depreciation plan linear linear Note 12 Non-current assets, cont. Itera Group Our business Governance Sustainability statement Financial statements 158 ANNUAL REPORT 2024 2023Office Fixtures machinery & and NOK 1 000equipmentfittings TotalAcquisition costAccumulated at 1 January 34 384 7 676 42 061 Additions 8 442 2 467 10 908Disposals (5 068) (2 884) (7 952)Translation differences 273 63 335 Accumulated at 31 December 38 030 7 322 45 353 DepreciationAccumulated at 1 January 24 348 4 922 29 269 Depreciation 6 059 1 364 7 423 Depreciation on disposals (4 811) (2 833) (7 644)Translation differences 91 - 91 Accumulated at 31 December 25 687 3 453 29 139 Book valueBook value at 1 January 10 036 2 755 12 790 Book value at 31 December 12 344 3 869 16 213 Estimated useful life 3-5 years 5-7 years Depreciation plan linear linear Goodwill As a result of Business Combination, the amount of NOK 5,2 mil- lion of goodwill is mapped in Consolidated statement of financial position. This is total purchase price for the two companies of NOK 7,5 million including earn-outs less the two new companies’ equity amount of NOK 2,3 million at the time of the acquisition. See note 3 for more details Page 150 The Group conducted an impairment test and concluded that there were no impairment indicators for Goodwill in 2024. Note 13 Right-of-use assets and lease liabilities The Group has leasing contracts in connection with its office premises and company cars. The Group had a liability for rent of premises and company cars totalling NOK 64.4 million at 31 December 2024. Rental agreements Lease expirationOffice premisesHead office Oslo, Norway 30.05.2030Bergen, Norway 30.04.2028Bryne, Norway 30.06.2028Fredrikstad, Norway 31.07.2027Copenhagen, Denmark 30.06.2031Kyiv, Ukraine 07.11.2025Bratislava, Slovakia 16.03.2028Company car, Oslo, Norway 20.05.2025 Itera’s rental agreements for its office premises and company car are unchanged from 2023. Lease expiration refers to the minimum period Incremental borrowing rateDate RateLeased office premises, Bratislava 01.10.2021 0.95%Leased office premises, Fredrikstad, Norway 01.05.2022 3.74%Leased office premises, Kyiv 07.12.2022 6.22%Leased company cars, Norway 01.05.2022 2.77%Leased office premises, Oslo, Norway 15.06.2023 5.29%Leased office premises, Bryne, Norway 01.07.2023 5.87%Leased office premises, Bergen, Norway 01.10.2023 6.22% Note 12 Non-current assets, cont. Itera Group Our business Governance Sustainability statement Financial statements 159 ANNUAL REPORT 2024 Right-of-use assetsLeased office premises and other2024 2023Net value at 1 January 74 582 28 271 Additions - 58 708 Depreciation (15 014) (13 948)Translation differences 934 1 552 Net value at 31 December 60 503 74 582 Lease liabilities 2024 2023Net value at 1 January 77 487 29 594 Additions - 58 972 Lease payments (17 338) (15 207)Interest expense 3 295 2 322 Translation difference 922 1 807Net value at 31 December 64 436 77 487 Leased office premises and otherFuture minimum lease payments are as follows 2024 2023Up to 1 year 17 192 17 166 1 to 5 years 49 553 57 226 Over 5 years 4 721 13 386 Future minimum lease payments 71 466 87 777 Future interest up to 1 year 2 591 3 292 Future interest 1 to 5 years 4 369 6 614 Future interest over 5 years 70 383 Discounted present value of future minimum lease payments 64 436 77 487 Of which- current liabilities 14 600 13 874 - non-current liabilities 49 835 63 613 The total cash outflow relating to long-term leases was NOK 17.3 million in 2024 (NOK 15.2 million in 2023). The Group does not have significant residual value guarantees related to its leases. Long-term ease costs are mapped under Depreciation in operating expenses, while interest expenses are mapped under financial expenses in the consolidated financial statements. Short-term or low-value lease agreements The Group has other lease contracts that are of low value or have short con-tract terms where the Group has decided to not rec- ognise lease liabilities or right-of-use assets. These leases are instead expensed when they incur. Short-term leases expensed in 2024 included shared co-worker rental agreements in Reykjavík, Stockholm, Rogaland, Kraków, Žilina, Lviv, Brno and Herning and amounted to NOK 2.8 million (NOK 4.3 million in 2023). Short-term lease costs are mapped under Other operating and administrative expenses. Extension options and future agreements Several of the Group’s lease agreements for rent of office prem- ises include a right of renewal which may be exercised during the last period of the lease term. The Group’s potential future lease payments not included in the lease liabilities related to extension options was MNOK 30.8 (gross) at 31 December 2024 (unchanged from 31 December 2023). Variable lease payments The Group has no variable lease payments. Interest expense The interest expense was MNOK 3.3 in 2024 compared to MNOK 2.3 in 2023. Note 13 Right-of-use assets and lease liabilities, cont. Itera Group Our business Governance Sustainability statement Financial statements 160 ANNUAL REPORT 2024 Note 14 Contract assets and contract liabilities Significant changes in contract assetsNOK 1 000 2024 2023Balance, beginning of period 3 452 225 Net additions arising from operations in the period 7 491 3 452 Amounts billed in period and thus reclassified to (2 472) (226)accounts receivablesImplementation of IFRS 15 - - Changes in impairment allowances - - Balance, end of period 8 471 3 452 Significant changes in contract liabilitiesNOK 1 000 2024 2023Balance, beginning of period 14 292 14 840 Increases due to cash received, excluding 15 283 14 292 amounts recognised as revenue during the periodRevenue recognised that was included in the (14 292) (14 840)contract liability balance at the beginning of the periodBalance, end of period 15 283 14 292 Note 15 Accounts receivable NOK 1 000 2024 2023Gross accounts receivable at 31 Dec 101 531 107 770Provision for bad debts (4 798) -Net accounts receivable at 31 Dec 96 733 107 770Aging of Not< 30 30–60 60–90 > 90 receivables Total duedaysdaysdaysdaysAccounts receivable 2024 101 531 73 908 12 836 106 (9) 14 691Accounts receivable 2023 107 770 72 591 28 767 1 660 1 415 3 337Accounts receivable by currency 2024 % 2023 %NOK 70 052 72% 84 024 78%SEK 2 042 2% 135,96 0%DKK 7 821 8% 8 367 8%UAH 179 0% 205 0%PLN 8 0 % - 0%ISK 16 631 17% 15 037 14%Total 96 733 100% 107 770 100% Change in provisions for bad debtsNOK 1 000 2024 2023Provision for bad debts at 1 Jan - -Additional provisions 4 798 -Used provisions -43 -29Provision for bad debts at 31 Dec 4 755 -29 A loss of NOK 43.0k was recognised in 2024 (NOK 28.9k in 2023). An accrual for an additional loss in the amount of NOK 4.6 million was booked at Itera Ehf, while there was also an accrual for an additional loss of NOK 120.0k at Itera Rogaland and of NOK 55.0k at Mosaique Headhunting AS in 2024 (no accruals in 2023). Itera completed the work and invoiced the customer of Itera Ehf in the second half of 2023. Efforts to find solutions for the customer due to their continued lack of funding have been unsuccessful. Legal action has been initiated to collect the outstanding receiv- ables. The Management of the Group assesses that there is little probability of recovering the outstand-ing amount. Therefore, a bad debt provision for NOK 4.6 million, which represents 100% of the amount excluding VAT, was made in 2024. Itera’s maximum credit risk is equivalent to the figure for net accounts receivable shown in the table above. Itera Group Our business Governance Sustainability statement Financial statements 161 ANNUAL REPORT 2024 Note 16 Financial assets and financial liabilities NOK 1 000 Financial assets 2024 2023 Trade receivables 96 733 107 770 Cash and cash equivalents 52 632 49 209 Total 149 365 156 979 Financial liabilities 2024 2023 Long term leasing liabilities 49 835 63 613 Long term bank borrowings 2 750 3 750 Trade payables 20 153 18 288 Short term leasing liabilities 14 600 13 874 Short term bank borrowings 1 000 1 000 Total 88 339 100 526 There are no material differences between the recognised and fair value of financial assets and liabilities. All the financial assets and liabilities are at amortized cost. Note 17 Other current assets NOK 1 000 2024 2023Prepaid expenses 4 588 8 192Other current receivables 6 497 5 001Total 11 085 13 193 Note 18 Cash and cash equivalents NOK 1 000 2024 2023Cash and bank deposits 52 632 49 209Restricted cash (13 612) (14 122)Unrestricted cash and cash equivalents 39 020 35 087Undrawn credit facilities 35 000 35 000Cash reserve 74 020 70 087Cash and cash equivalents per currency:NOK 1 000 2024 2023NOK 15 969 19 810 DKK 1 452 2 710 SEK 2 793 235 ISK 1 592 20 EUR 15 365 15 718 USD 15 111 10 657 Other 350 58 Cash and cash equivalents 52 632 49 209 Restricted cash include the employees’ tax withholdings. The Group has a multi-currency cash-pool agreement with Danske Bank. The agreement includes the following currencies: NOK, DKK, USD and EUR. According to the agreement the interest costs and incomes are calculated based on the sum of the balances for each currency (Top bank account), while the liquidity is calculated based on all Top bank accounts in the cash-pool together. Itera Group Our business Governance Sustainability statement Financial statements 162 ANNUAL REPORT 2024 Note 18 Cash and cash equivalents, cont. Cash and cash equivalents per currency:NOK 1 000 31.12.2024 31.12.2023Itera ASA (81 433) (99 398)Itera Norge AS 39 398 58 728Itera Offshoring Services AS 7 678 25 404Compendia AS 18 737 11 116Cicero Consulting AS 17 661 17 385Top account NOK 2 041 13 235DK 1 000Itera ASA 923 (2)Itera Aps (7) 1 797Top account DKK 916 1 795USD 1 000Itera ASA 348 325Itera Norge AS 410 302Itera Offshoring Services AS 398 46Itera Ehf -219 29Top account USD 937 702EUR 1 000Itera ASA 16 8Itera Offshoring Services AS 55 (731)Itera Aps 876 1 166Top account EUR 947 443 The overdraft facility agreement with Danske Bank has the following financial covenant: * NIBD / EBITDA (net interest-bearing debt ratio) shall not be more than 2.25. This key ratio is assessed as of 31 December each year and at the latest 120 days after year-end. As at 31 December 2024, Itera’s NIBD was NOK -48,888 and EBITDA for 2024 was NOK 81,017 and the NIBD/EBITDA ratio consequently -0.60. IFRS 16 leased assets are excluded from the calculation of NIBD since these only contain calculated interest. Management assesses that it is highly improba- ble that Itera will be in breach of its covenants in 2025. Note 19 Shareholders Share capital Itera ASA’s share capital on 31 December 2024 was NOK 24,655,987 (unchanged from 2023) made up of 82,186,624 fully paid shares each with a nominal value of NOK 0.30. All shares in Itera have the same dividend and voting rights. Ownership structure At the close of 2024, Itera ASA had 1,985 (2,063) shareholders. Of these 6% (7%) were foreign shareholders. The company’s 20 largest shareholders owned 74% (74%) of the company’s shares at year-end. Holdings of own shares The Itera Group held 1,654,281 own shares at the start of 2024. 510,816 own shares were used in connection with the share option program and employee share purchase program. Itera paid partially with its own shares for the acquisition of Itera Rogaland AS (307,717 shares at a price of 10.24 NOK/share) and Mosaique Headhunting AS (153,859 shares at a price of 10.24 NOK/share). The Itera Group held 681,889 own shares at the end of 2024. Payments for the purchase of own shares are recognised as a reduction in equity and proceeds from any sales as an increase. Transaction costs directly related to equity transactions less taxes are recognised against equity as a reduction in the proceeds. Dividend An ordinary dividend of NOK 0.40 per share (NOK 32.4 million) based on Itera’s 2023 result was paid in June 2024. A supplemen- tary dividend of NOK 0.20 per share (NOK 16.3 million) was paid in December 2024. An ordinary dividend of NOK 0.20 per share (NOK 16.3 million) is proposed based on the 2024 result. Itera Group Our business Governance Sustainability statement Financial statements 163 ANNUAL REPORT 2024 Note 19 Shareholders, cont. The Board will also ask for an authorisation to pay a supplementary dividend later in the year. 20 largest shareholders in Itera ASA at 31 December 2024 Shares %Arne Mjøs Invest AS 27 363 031 33,3 %OP Capital AS 4 670 242 5,7 %GIP AS 4 424 000 5,4 %Septim Consulting AS 4 260 000 5,2 %Boinvestering AS 3 146 862 3,8 %Gamst Invest AS 2 748 057 3,3 %Jøsyra Invest AS 2 200 000 2,7 %DZ Privatbank S.A. 1 880 000 2,3 %Eikestad AS 1 635 100 2,0 %Jon Erik Høgberg 1 247 356 1,5 %Aanestad Pangari AS 957 416 1,2 %Sober Kapital AS 908 560 1,1 %Framar Invest AS 800 000 1,0 %Jetmund Gunnar Nyvang 758 950 0,9 %Altea AS 700 000 0,9 %Itera ASA 681 889 0,8 %Lars Peter Jensen 643 800 0,8 %Morten Johnsen Holding AS 600 000 0,7 %Bent Hammer 569 133 0,7 %Fraternitas A/S 514 413 0,6 %Total 20 largest 60 708 809 73,9 %Other shareholders 21 477 815 26,1 %Total all issued 82 186 624 100,0 % Note 20 Long-term interest-bearing debt In 2023, the company entered into a new long-term interest- bearing debt agreement, with the following terms and conditions: 1. Lender: Danske Bank 2. Loan Amount: NOK 5 million 3. Interest Rate: 3 month NIBOR + 1.95% p.a. 4. Loan Term: 5 years 5. Repayment: The loan is repayable in equal quarterly instalments over the term of the loan. 6. As collateral for the line of credit, the bank has a pledge on the customer receivables of the Norwegian subsidiaries. NOK 1 000 2024 2023Opening balance at 1 Jan 4 750 - New loan agreement - 5 000 Repayment of debt (1 000) (250)Closing balance at 31 Dec 3 750 4 750 The bank loan is classified and measured at amortised cost in accordance with IFRS 9 Financial Instruments. Under the amor- tised cost method, the loan was initially recognised at its fair value plus any directly attributable transaction costs. The bank loan is presented as a non-current liability in the balance sheet, with the portion due within one year classified as a current liability. At 31 December 2024 the remaining liability was 3.75 million, of which 1.0 million classified as a current liability. This note should be read in conjunction with Note 23 – Financial Risk Management. Note 21 Other current liabilities NOK 1 000 2024 2023Holiday pay 32 345 32 194Accrued wages and bonuses 16 323 16 419Accrued other expenses 16 731 15 413Total 65 400 64 026 Itera Group Our business Governance Sustainability statement Financial statements 164 ANNUAL REPORT 2024 Note 22 Exchange rates Information on the exchange rates applied by the Itera Group in 2024. Jan 1 Average Dec 31SEK/NOK 1,01 1,02 1,03 DKK/NOK 1,51 1,56 1,58 EUR/NOK 11,24 11,62 11,80 NOK/UAH 3,75 3,74 3,71 USD/NOK 10,17 10,75 11,35 ISK/NOK 0,07 0,08 0,08 CZK/NOK 0,45 0,46 0,47 PLN/NOK 2,59 2,70 2,76 Note 23 Financial risk management The Itera Group is exposed to financial risks such as: credit risk, liquidity risk, currency risk and interest rate risk. The Group’s expo- sure to these risks is considered to be low. The Group has estab- lished guidelines to manage its exposure to these risks. The main principle is to minimise exposure to financial risks, and the Group accordingly holds no financial assets or liabilities for speculative purposes. Credit risk Credit risk is the risk of financial loss to the Group’s receivables due from customers and other short-term receivables. In order to man- age this risk, the Group has established credit approval procedures to evaluate the creditworthiness of all material counterparties The Group’s exposure to credit risk is not dependent on individual customers but customers as a group. The amount is examined as of every closing date. The provision is supported by historical credit loss experience of trade receivables, adjusted as appropri- ate to reflect current conditions and estimates of future economic conditions. Information on the Group’s risk exposure in respect of accounts receivable is provided in note 15. The Group’s customers are pri- vate and public companies. The Group assesses the credit worthi- ness of all new customers and periodically for existing customers. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages its liquidity in such a way as to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they fall due without incurring unacceptable losses or risking damage to the Group’s reputation. The Group has established an overdraft facility with its banking partner. See note 18 for further information Page 162 In order to accommodate growth in the Group’s operational com- panies, lease financing contracts have been entered into for major investments in software and hardware. The amounts disclosed in the table below are the contractual undiscounted cash flows. Less than 6–12 1–5 Over NOK 1 0006 monthsmonthsyears5 years TotalBalance at 31st Dec 2024Accounts payable 20 153 - - - 20 153 Leasing liabilities 7 300 7 300 45 184 4 651 64 436 Bank borrowings 622 607 3 029 - 4 258 Balance at 31st Dec 2023Accounts payable 18 288 - - - 18 288 Leasing liabilities 6 937 6 937 50 611 13 003 77 488 Bank borrowings 658 642 4 262 - 5 561 Itera Group Our business Governance Sustainability statement Financial statements 165 ANNUAL REPORT 2024 Note 23 Financial risk management, cont. Currency risk The Group is exposed to currency risk through its businesses in Sweden, Denmark, Iceland, Ukraine, Slovakia, the Czech Republic and Poland. The exposure to currency risk is limited by the fact that the businesses in Sweden, Denmark and Iceland have revenue and costs in their local currency, and in addition most borrowing is arranged within the Group. Of the Group’s total revenue, 7% is in Danish kroner (DKK). A 10% change in the NOK exchange rate against DKK would have a 0.7% effect on the Group’s revenue, a 2.6% effect on the Group’s profit before tax and a 0.8% effect on the Group’s equity. Of the Group’s total revenue, 4% is in Icelandic kroner (ISK). A 10% change in the NOK exchange rate against ISK would have a 0.4% effect on the Group’s revenue, a 0.5% effect on the Group’s profit before tax and a 0.9% effect on the Group’s equity. Currency exchange risk between NOK and Swedish kroner (SEK) is considered as not significant as revenue received in SEK consti- tutes only 1% of total Group revenue. The effect of currency deviation on financial assets and liabilities denominated in non-functional currency is not material. The Group’s Central and Eastern European companies operate in five different currencies: USD, Euro, Czech koruna, Polish zloty and Ukrainian Hryvna. The main exposure is in USD, which is the pri- mary currency used in the Ukrainian operations and the euro, which is the primary currency used in the Eastern Eauopean operations. The Group has to a large extent currency adjustment mechanisms in its agreements with customers to counteract its exposure to the US dollar and the euro, where service fees for distributed services are denominated in USD or EUR and converted to Nordic currencies at the start of the monthly delivery period. This means the rates are stated in USD or EUR in contract agreements with customers but are recalculated to NOK or DKK based on the current currency exchange rate, so that revenue is accrued for, invoiced and paid for in the local currency. Interest rate risk The Group is exposed to interest rate risk in relation to its bank deposits. The Group is also exposed in connection with its bank loan and when drawing against the overdraft facility. The Group does not hold any financial securities or other assets that have an inherent interest rate risk. The effect on profit and loss of changes to interest rates is insignificant. Fair value Itera does not have significant differences between fair value and book value in respect of financial instruments, which mainly comprise accounts receivable and accounts payable, other current receivables and other current liabilities and lease liabilities. Capital management The company manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stake- holders through the optimisation of the debt and equity balance. The company’s risk management committee reviews the capital structure of the company on a semi-annual basis. Note 24 Grants Itera ASA received a grant in the amount of NOK 374 thousand from The Directorate of Integration and Diversity in 2024 in order to increase knowledge about ethnic diversity and inclusion in the work place and during recruitment processes. The grant was used to finance training for Itera’s management throughout the year. The grant is recognised to revenue and presented as Revenue in the financial statements. Itera ASA contributed with self-financing of NOK 184 thousand in addition to the grant. Project accounting 10110025 – Diversity and inclusion in NOKGrant 374 000Self-financing 184 000Hours Amount Hourly rateInternal hours Itera ASA 151 719 (108 559)Hours purchased from Itera 150 1 000 (150 000)Norge ASTotal hours 301 (258 559)External services purchased (283 800)Total costs (542 359)Result 15 641 Itera Group Our business Governance Sustainability statement Financial statements 166 ANNUAL REPORT 2024 Itera Group Note 25 Transactions with related parties There were no other transactions or balances between the Group and related parties in the period from 1 January to 31 December 2024. Note 26 Subsequent events After the reporting period ended on 31 Decem- ber 2024 and up to the date these consolidated financial statements have been approved for issue, no events have been identified that require disclosure. Arne Mjøs, CEO and Founder Bent Hammer, CFO Our business Governance Sustainability statement Financial statements 167 ANNUAL REPORT 2024 Income statement 169 Statement of financial position 170 Statement of cash flows 171 General information and significant accounting principles 172 Note 1. Transactions with related parties 173 Note 2. Salaries, personnel expenses and other remuneration 173 Note 3. Pension 174 Note 4. Share-based remuneration 174 Note 5. Non-current assets 175 Note 6. Income from investments in subsidiaries 177 Note 7. Income taxes 177 Note 8. Shares in subsidiaries 178 Note 9. Balances between companies in the same group, including cash pool 178 Note 10. Restricted deposits 179 Note 11. Additional equity information 179 Note 12. Long term debt 180 Note 13. Public taxes and duties payable 180 Note 14. Government grants 180 Note 15. Financial risk management 180 Lise Eastgate, Head of Itera Fredrikstad, Fredrikstad Itera ASA Our business Governance Sustainability statement Financial statements 168 ANNUAL REPORT 2024 Income statement Itera ASA 1 January – 31 December NOK 1 000 Note 2024 2023 Sales revenue 1 60 644 61 149 Other revenue 374 357 Operating revenue 61 018 61 506 Salaries and personnel expenses 2,3,4 32 516 35 245 Depreciation and amortisation 5 1 474 1 269 Other operating expenses 2 33 029 31 835 Total operating expenses 67 019 68 349 Operating profit (loss) (6 001) (6 843) Income from investments in subsidiaries 6 47 163 72 502 Interest income from companies in the same group 524 291 Other financial income 1 411 1 806 Interest expense to companies in the same group 4 376 3 733 Other financial expense 825 361 Agio (disagio) Net financial income 43 897 70 505 NOK 1 000 Note 2024 2023 Profit before income tax 37 896 63 663 Income taxes 7 (54) 137 Net profit for the year 37 950 63 526 Allocation of profit/loss: To supplemental dividend 11 16 437 32 875 To ordinary dividend 11 16 437 32 875 To/from other equity 11 5 075 (2 223) Total allocation 37 949 63 527 Itera ASA Our business Governance Sustainability statement Financial statements 169 ANNUAL REPORT 2024 Statement of nancial position Itera ASA 31 December NOK 1 000 Note 2024 2023 ASSETS Deferred tax assets 7 292 238 Intangible assets 5 117 168 Property, plant and equipment 5 2 412 3 617 Investment in subsidiaries 8 123 542 116 041 Total non-current assets 126 362 120 064 Receivables from group companies 9 11 019 10 338 Other receivables 2 602 4 224 Cash and cash equivalents 9, 10 26 322 29 220 Total current assets 39 943 43 781 TOTAL ASSETS 166 305 163 845 NOK 1 000 Note 2024 2023 EQUITY AND LIABILITIES Share capital 11 24 656 24 656 Other paid-in capital 11 28 684 19 632 Own shares 11 (205) (496) Total paid-in capital 53 135 43 792 Other equity 11 22 161 16 491 Total retained earnings 22 161 16 491 Total equity 75 296 60 282 Long term debt 12 3 750 4 750 Total long term liabilities 3 838 4 750 Accounts payable 3 303 3 613 Tax payable 7 - Public fees payable 13 21 242 25 065 Liabilities to group companies 9 39 898 32 726 Proposed dividend 11 16 437 32 875 Other current liabilities 6 291 4 534 Total current liabilities 87 171 98 813 Total liabilities 91 009 103 563 TOTAL EQUITY AND LIABILITIES 166 305 163 845 Oslo, 24 April, 2025 The Board of Directors of Itera ASA Åshild Hanne Larsen Helge Leiro Baastad Jan-Erik Karlsson Gyrid Skalleberg Ingerø Lise Eastgate Andreas Vestre Morten Thorkildsen Arne Mjøs Board member Board member Board member Board member (Employee elected) (Employee elected) Chairman of the board Chief Executive Officer Itera ASA NOK 1 000 Note 2024 2023 ASSETS Deferred tax assets 7 292 238 Intangible assets 5 117 168 Property, plant and equipment 5 2 412 3 617 Investment in subsidiaries 8 123 542 116 041 Total non-current assets 126 362 120 064 Receivables from group companies 9 11 019 10 338 Other receivables 2 602 4 224 Cash and cash equivalents 9, 10 26 322 29 220 Total current assets 39 943 43 781 TOTAL ASSETS 166 305 163 845 Our business Governance Sustainability statement Financial statements 170 ANNUAL REPORT 2024 Statement of cash flows Itera ASA 1 January – 31 December NOK 1 000 Note 2024 2023 Cash flow from operating activities Profit before tax 37 896 63 663 Dividend and group contribution recognised but not paid 6 (47 163) (72 502) Share option costs 275 495 Depreciation and amortisation 5 1 474 1 269 Change in accounts payable (310) (114) Change in other accruals 3 967 (37) Net cash flow from operating activities (3 863) (7 226) Cash flow from investment activities Sale of fixed assets - 357 Investment in subsidiaries (525) Purchases of property, plant and equipment and intangible assets 5 (218) (3 808) Payments from group contributions and dividends from subsidiaries 68 071 54 130 Payments of liabilities to group companies - - Payments of receivables from group companies - - Net cash flow from investment activities 67 328 50 679 NOK 1 000 Note 2024 2023 Cash flow from financing activities Net change in group cash pool (21 498) 20 587 Cash settlement of options contract 11 - - Equity settlement of options contract 11 - 2 943 Payments for purchases of own shares 11 - (11 873) Proceeds from sales of own shares 11 4 853 6 237 Long term borrowings 12 (1 000) 4 750 Dividend paid (48 717) (56 860) Net cash flow from financing activities (66 362) (34 216) Net change in cash and cash equivalents (2 897) 9 236 Cash and cash equivalents as at 1 January 29 219 19 982 Cash and cash equivalents as at 31 December 26 322 29 219 Itera ASA Our business Governance Sustainability statement Financial statements 171 ANNUAL REPORT 2024 General information and significant accounting principles General information The accounts for Itera ASA have been prepared in accordance with the Accounting Act of 1998 and the generally accepted accounting principles in Norway (NGAAP). In cases where the notes for the parent company are significantly different from the notes for the Group, these are provided below. Reference is otherwise made to the information in the notes for the Group. Estimates and judgment Preparing accounts in accordance with Norwegian Generally Accepted Accounting Principles involves management making judg- ments, estimates and assumptions that influence the accounting principles that are applied and the amounts that are reported for assets, liabilities, revenue and costs. Actual amounts may vary from the estimated amounts. The estimates and underlying assumptions used are evaluated continuously. Changes in accounting estimates are recognised in the period in which the estimates are changed and in all future periods that are affected by the changes. Subsidiaries Investments in subsidiaries are valued at acquisition cost less any write downs. Investments are written down when impaired unless the impairment is regarded as temporary. Impairment losses are reversed if the basis for the impairment loss is no longer present. Dividends, group contributions and other distributions from subsid- iaries are recognised in profit and loss on the same date as they are recognised in the accounts of subsidiaries. If the distributions paid by a subsidiary exceed the profit earned by the company during any given ownership period, these are regarded as repayments of the investment and the carrying value of the investment is reduced. Currency Transactions involving foreign currencies are translated into functional currency using the exchange rates that are in effect at the time of the transactions. Gains and losses that arise from the payment of such transactions and the translation of monetary items in foreign currencies at the rates in effect on the date of the balance sheet are recognised in the income statement. The Company uses the Norwegian kroner (NOK) as both its functional and presentation currency. Share capital Ordinary shares are classified as equity. Costs directly attributable to the issuance of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. Purchase of own shares Where the Company purchases its own shares, the consideration paid, including any directly attributable costs, is recognised as a change in equity. Own shares are presented as a reduction in equity, net of any tax effects. When the Company sells or reissues its own shares, the consideration received is recognised as an increase in equity, and gains or losses arising from such transac- tions are applied to retained earnings. Intangible assets Intangible assets are recognised on the balance sheet if it can be shown to be probable that there will be future economic benefits attributable to the assets and their cost price can be estimated reliably. Intangible assets are carried at cost price. Tangible fixed assets Tangible fixed assets are carried at acquisition cost less accumu- lated depreciation and accumulated impairment losses. If the fair value of a tangible fixed asset is lower than its carrying value and the impairment is not temporary, the asset is written down to fair value. Impairment At each balance sheet date, the Company assesses whether there are objective indications that assets may be impaired. Assets that are individually significant are tested for impairment on an indi- vidual basis. The remaining assets are assessed collectively or in groups of assets that share similar credit risk characteristics. All impairment losses are charged to profit and loss. Impairment losses are reversed if the reversal can be objectively linked to an event that occurs after the loss was recognised. Pension plan The Company has a defined contribution pension plan. The contri- butions are recognised as salaries and personnel cost in the income statements as they incur. Share-based remuneration Employee share options at Itera give employees the right to sub- scribe to shares in Itera ASA at a future point at a predetermined price (exercise right). This right is dependent on the employee still being employed at the time of exercise. The value of share options is calculated at grant date and expensed as a personnel cost over the vesting period. Options are normally granted with a subscrip- tion price equal to the average share price over the ten days prior to the grant date. The social security tax costs associated with employees’ taxable benefits are expensed as incurred over the accrual periods on the basis of the accrual rates and values at the balance sheet date. Itera ASAItera ASA Our business Governance Sustainability statement Financial statements 172 ANNUAL REPORT 2024 Operating revenue The parent company’s operating revenue arises from the shared services it delivers through its Group Functions in the accounting/ finance, HR, IT, QA, Security and communication areas. Its revenue is based on a cost-plus model and is recognised when the services are delivered. Revenue recognition follows the accrued revenue principle. Financial income and expense Financial income comprises interest income from financial invest- ments and group contributions and dividends from subsidiaries. Group contributions and dividends are recognised in profit and loss on the same date that they are recognised by the company from which they are received. Financial expense comprises interest expense on borrowings. Tax expense Tax expense comprises both tax payable and changes in deferred tax. Tax expense is recognised in the profit and loss account. Deferred tax assets and liabilities are calculated using the liability method on a non-discounted basis and are calculated for all differ- ences arising between accounting values and tax values of assets and liabilities as well as for losses carried forward. Deferred tax assets on net tax-reducing differences that have not been elimi- nated and tax losses that are to be carried forward are recognised on the basis of expected future earnings. Note 1 Transactions with related parties Itera has structured internal support processes in the areas of accounting/finance, HR, internal IT, QA, Security and communica- tion as Group Functions. These functions are part of Itera ASA and work with subsidiaries. The parent company invoices these subsid- iaries on a cost-plus model. In 2024 Itera ASA invoiced NOK 60.6 million (NOK 61.1 million) in respect of these services. See note 1 in the consolidated financial statement for an overview of the ownership structure Page 148 Note 2 Salaries, personnel expenses and other remuneration NOK 1000 2024 2023 Salaries 26 879 28 921 Share option costs (236) 12 Social security tax 3 876 4 126 Pension costs 1 217 1 210 Other personnel costs 780 976 Total salaries and personnel expenses 32 516 35 245 Average number of employees 22 23 For information on salaries and other remuneration of the exec- utive management, refer to note 6 in the consolidated financial statement. Auditor Analysis of remuneration paid to the auditor: 2024 2023 Statutory audit (financial audit) 509 458 Statutory audit (audit of sustainability report) 264 - Tax advice - - Other services - 18 Total fees paid to the auditor 773 476 Itera ASAItera ASA Our business Governance Sustainability statement Financial statements 173 ANNUAL REPORT 2024 Note 3 Pensions Itera ASA operates a defined contribution pension scheme. The Company’s pension expense is represented by the premiums paid, and totalled NOK 1,210k in 2024 (NOK 974k). The Company’s pen- sion scheme complies with the Norwegian Mandatory Occupational Pension Act (OTP). Note 4 Share-based remuneraton Share option costs (including employer’s social security contributions) of NOK 275k were expensed in 2024 (NOK 479k in 2023). See note 5 in the consolidated financial statements for further information on share-based remuneration Page 153 Program Outstanding 31.12. 2023 Issued 2024 Expired in 2024 Exercised in 2024 Outstanding 31.12. 2024 Fair value when issued Exercise price 1) Share price when issued 2) Date of issue Exercise period 2020 120 000 - 120 000 - - NOK 2.07 NOK 11.32 NOK 11.46 02.07.2020 2024 2021 130 000 - - - 130 000 NOK 2.36 NOK 13.50 NOK 13.50 22.06.2021 2025 2022 120 000 - - - 120 000 NOK 2.56 NOK 12.95 NOK 12.95 22.06.2022 2026 2023 25 000 - - - 25 000 NOK 2.43 NOK 12.41 NOK 12.59 30.03.2023 2027 2024 - 75 000 - - 75 000 NOK 2.03 NOK 11.68 NOK 12.31 31.03.2024 2028 Total 395 000 75 000 120 000 - 350 000 1) The exercise price is the average share price over the 10 days prior to the date the option is granted. 2) The exercise price is set at fair value on the date the option is granted. The company works on the basis that the exercise price is the same as the share price on the date the option is granted. Program No. of share options Interest rate Volatility Lifetime 2020 - 0.28% 43.2% 4 years 2021 130 000 1.06% 41.7% 4 years 2022 120 000 3.20% 44.2% 4 years 2023 25 000 3.00% 45.7% 4 years 2024 75 000 3.56% 42.0% 4 years Total 350 000 Itera ASA Our business Governance Sustainability statement Financial statements 174 ANNUAL REPORT 2024 Note 5 Non-current assets NOK 1 000 Research and development Software Total intangible assets Office machinery & equipment Fixtures and fittings Total property, plant and equipment Total non- current assets Acquisition cost Accumulated at 1 January 2024 1 918 1 470 3 388 5 524 1 906 7 430 10 818 Additions - - - 118 100 218 218 Disposals - - - (489) - (489) (489) Accumulated at 31 December 2024 1 918 1 470 3 388 5 152 2 007 7 159 10 547 Depreciation and amortisation Accumulated at 1 January 2024 1 918 1 302 3 220 2 728 1 085 3 813 7 033 Depreciation and amortisation - 51 51 1 231 191 1 423 1 474 Depreciation and amortisation on disposals - - - (489) - (489) (489) Accumulated at 31 December 2024 1 918 1 353 3 271 3 470 1 276 4 746 8 018 Book value Book value at 1 January 2024 - 168 168 2 796 822 3 617 3 785 Book value at 31 December 2024 - 117 117 1 682 730 2 412 2 529 Estimated useful life 3-5 years 3-5 years 3-5 years 3-5 years Depreciation plan linear linear linear linear Itera ASA Our business Governance Sustainability statement Financial statements 175 ANNUAL REPORT 2024 Note 5 Non-current assets, cont. NOK 1 000 Research and development Software Total intangible assets Office machinery & equipment Fixtures and fittings Total property, plant and equipment Total non- current assets Acquisition cost Accumulated at 1 January 2023 1 918 1 459 3 377 2 588 3 968 6 555 9 933 Additions - 11 11 2 988 809 3 797 3 808 Disposals - - - (52) (2 870) (2 922) (2 922) Accumulated at 31 December 2023 1 918 1 470 3 388 5 524 1 906 7 430 10 818 Depreciation and amortisation Accumulated at 1 January 2023 1 918 1 096 3 014 2 021 3 607 5 628 8 642 Depreciation and amortisation - 206 206 759 304 1 063 1 269 Depreciation and amortisation on disposals - - (52) (2 827) (2 879) (2 879) Accumulated at 31 December 2023 1 918 1 302 3 220 2 728 1 085 3 813 7 033 Book value Book value at 1 January 2023 - 363 363 567 360 927 1 290 Book value at 31 December 2023 - 168 168 2 796 822 3 617 3 785 Estimated useful life 3-5 years 3-5 years 3-5 years 3-5 years Depreciation plan linear linear linear linear Itera ASA Our business Governance Sustainability statement Financial statements 176 ANNUAL REPORT 2024 Note 6 Income from investments in subsidiaries Itera ASA has recognised the following income in its annual accounts from its investment in its subsidiaries: NOK 1 000 Company name Dividend Group contribution Total Itera Norge AS 15 000 3 756 18 756 Itera Offshoring Services AS 4 500 4 500 Compendia AS 6 500 6 500 Itera Aps 10 280 10 280 Cicero Consulting AS - 5 487 5 487 Itera ehf 1 640 1 640 Total income from invest- ment in subsidiaries 37 920 9 242 47 163 Note 7 Income taxes NOK 1 000 2024 2023 Tax expense for the year Current tax on profit for the year - - Change in deferred tax (54) 137 Total tax expense for the year (54) 137 Tax payable Profit before tax 37 896 63 663 Permanent differences (38 141) (63 039) Change in temporary differences 246 (625) Utilisation of losses carried forward Basis for current tax, taxable revenue - - Tax payable in the balance sheet - - Specification of the basis for deferred tax Fixed assets (1 325) (1 071) Other temporary differences - (9) Total temporary differences (1 325) (1 080) Losses carried forward - - Basis for deferred tax (1 325) (1 080) Deferred tax asset (-) / Deferred tax liability (+) (292) (238) NOK 1 000 2024 2023 Reconciliation from nominal to effective tax rate Expected tax at nominal corporation tax rate of 22% 8 337 14 006 Effect of permanent differences (22%) (8 391) (13 868) Effect of change in the tax rate on calculation of deferred tax asset (0) 0 Tax charge in the income statement (54) 137 Itera ASA Our business Governance Sustainability statement Financial statements 177 ANNUAL REPORT 2024 Note 8 Shares in subsidiaries NOK 1 000 Registered office Share capital 1) Share holding Book value 1 Jan. Change Book value 31 Dec. Profit/Loss in 2024 Equity in 2024 Itera Norge AS Oslo 1 000 100% 51,713 - 51 713 17 572 31 329 Itera Offshoring Services AS Oslo 200 100% 7 500 - 7 500 3 733 14 446 Cicero Consulting AS Oslo 200 100% 16 474 - 16 474 4 324 10 277 Compendia AS Bryne 182 100% 14 475 - 14 475 8 128 8 876 Itera ApS Copenhagen 1 424 100% 16 717 - 16 717 9 000 3 865 Itera ehf Reykjavík 34 100% 35 - 35 1 656 4 086 Itera Consulting Group Ukraine, LLC Kyiv 7 125 100% 9 127 - 9 127 414 7 279 Itera Rogaland Sandnes 200 100% - 5 001 5 001 567 1 228 Mosaique Headhunting AS Sandnes 30 100% - 2 501 2 501 (352) 1 262 Total 116 041 7 502 123 542 45 042 82 648 1) Itera Sverige AB is owned by Itera Norge AS, with book value of NOK 3,6 million. Note 9 Balances between companies in the same group, including cash pool Receivables from Group companies NOK 1 000 Company name 2024 2023 Itera Norge AS 1 589 4 045 Itera ApS 38 192 Cicero Consulting AS -0 28 Compendia AS 80 227 Itera Offshoring Services AS 727 1 521 Itera Sverige AB 11 53 Itera ehf 8 574 4 271 Total 11 019 10 338 Receivables from group companies consist of group accounts receivables, and receivables from group companies relating to the group’s joint value added tax registration (see Note 13). Liabilities to Group companies NOK 1 000 Company name 2024 2023 Itera Norge AS 8 312 4 521 Compendia AS 10 005 4 267 Cicero Consulting AS 11 720 11 509 Itera ApS 1 500 3 757 Itera Offshoring Services AS 8 361 8 671 Itera ehf - - Total 39 898 32 726 Itera ASA Our business Governance Sustainability statement Financial statements 178 ANNUAL REPORT 2024 Note 9 Balances between companies in the same group, including cash pool, cont. Liabilities to group companies consist of bank deposits held by subsidiaries in the group cash pool, payables to group companies relating to the group’s joint value added tax registration and net of receivables in relation to group contributions and dividends. Cash Pool In the group’s cash pool, Itera ASA is responsible both for its own deposits/drawings and for deposits/drawings made by the subsidi- aries. The figures reported for bank deposits held by Itera ASA in the balance sheet include deposits paid into the cash pool by the subsid- iaries, which are netted against the parent company’s drawings. The bank deposits held by the subsidiaries in the cash pool are reported in the parent company accounts as liabilities to group companies. Note 10 Restricted deposits Itera ASA holds NOK 26.3 million (NOK 29.2 million) in cash and bank deposits, of which NOK 1.0 million (NOK 1.1 million) is on restricted accounts for payment of payroll tax deductions. Note 11 Additional equity information NOK 1 000 Share capital Own shares Other paid-in capital Other equity Total equity Equity at 01 January 2023 24 656 (483) 13 229 26 632 64 033 Net income for the period - - - 63 526 63 526 Share option costs - - 495 - 495 Employee share purchase program - 194 6 043 - 6 237 Purchase of own shares - (292) (2 993) (8 589) (11 873) Equity settlement of options contract - 85 2 858 2 943 Ordinary dividend - - - (32 875) (32 875) Supplementary dividend - - - (32 875) (32 875) Dividend own shares - - - 671 671 Equity at 31 December 2023 24 656 (496) 19 632 16 490 60 282 Net income for the period - - - 37 950 37 950 Share option costs - - (236) - (236) Employee share purchase program - 153 4 700 - 4 853 Sales of own shares - (292) (2 993) (8 589) (11 873) Purchase of own shares - - - - - Equity settlement of options contract - - - - - Ordinary dividend - - - (16 437) (16 437) Supplementary dividend - - - (16 437) (16 437) Dividend own shares - - - 595 595 Equity at 31 December 2024 24 656 (204) 28 683 22 161 75 296 See note 5 and 19 in the consolidated financial statements for further information on share-based remuneration and share capital. Itera ASA Our business Governance Sustainability statement Financial statements 179 ANNUAL REPORT 2024 Note 12 Long term debt In 2023, the company entered into a new long-term interest-bear- ing debt agreement, with the following terms and conditions: 1. Lender: Danske Bank 2. Loan Amount: NOK 5 million 3. Interest Rate: 3 month NIBOR + 1.95% p.a. 4. Loan Term: 5 years 5. Repayment: The loan is repayable in equal quarterly instalments over the term of the loan. The bank loan is presented as a non-current liability in the bal- ance sheet. The remaining debt at 31.12.2024 is NOK 3 750k (NOK4750k), and the interest paid during 2024 was NOK 296k (NOK51k). Note 13 Public taxes and duties payable The Norwegian companies in the group are jointly registered for value added tax and other taxes and duties, and accordingly the figures reported for public taxes and duties payable include value added tax payable by the other Norwegian companies in the group. The total VAT liability is included in the parent company accounts but is offset by intragroup receivables due from subsidiaries. Note 14 Government grants Itera ASA received a grant in the amount of NOK 374 thousand from The Directorate of Integration and Diversity in 2024. The grant is recognised to revenue and presented as Other revenue in the financial statements. Project accounting 10110025 – Diversity and inclusion Grant 374 000 Self-financing 184 000 Hours Amount Hourly rate Internal hours Itera ASA 151 719 (108 559) Hours purchased from Itera Norge AS 150 1 000 (150 000) Total hours 301 (258 559) External services purchased (283 800) Total costs (542 359) Result 15 641 Note 15 Financial risk management The Group is exposed to various financial risks, such as credit risk, liquidity risk, currency risk and interest rate risk. These risks are regarded as low. The Group has established procedures for managing these risks. The main principle is to minimise the level of financial risk, and the Group on this basis holds no assets or liabili- ties for speculative purposes. See note 23 to the group accounts for further information on financial risk management Page 165 Itera ASA Our business Governance Sustainability statement Financial statements 180 ANNUAL REPORT 2024 The Board of Directors and the CEO have today approved the annual report and annual accounts of the Itera ASA group and the parent company for the 2024 calendar year and as at 31 Decem- ber 2024 (2024 Annual Report). We confirm that, to the best of our knowledge: • The consolidated accounts have been prepared in accordance with the IFRS and related interpretations as approved by the EU and with the additional Norwegian disclosure requirements pursuant to the Norwegian Accounting Act as in effect at 31 December 2024. • The annual accounts of the parent company have been pre- pared in accordance with the Norwegian Accounting Act and Norwegian Generally Accepted Accounting Principles as in effect at 31 December 2024. • The annual report of the group and the parent company, includ- ing the statements on corporate governance and on corporate social responsibility, has been prepared in accordance with the requirements of the Norwegian Accounting Act and Norwegian Accounting Standard No. 16 as in effect at 31 December 2024. • The information contained in the accounts provides a true and fair view of the group’s and the parent company’s assets, liabilities, financial position and earnings taken as a whole at 31 December 2024. • The annual report of the group and the parent company pro- vides a true and fair view of: – the developments, earnings and financial position of the group and the parent company – the principal risk and uncertainty factors facing the group and the parent company • The consolidated sustainability statements for 2024, as part of the management report have been prepared, in all mate- rial respects, in accordance with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS) pursuant to the Accounting Act §§ 2-3 and 2-4. Disclosures within the EU taxonomy, are in all material respects, prepared in accordance with Article 8 of EU Taxonomy Regulation (EU 2020/852). Furthermore, the Human rights due diligence report includes information prepared in accordance with the Norwegian Transparency Act. Statement by the Board of Directors and the CEO Oslo, 24 April, 2025 The Board of Directors and the CEO of Itera ASA Åshild Hanne Larsen Helge Leiro Baastad Jan-Erik Karlsson Gyrid Skalleberg Ingerø Lisa Eastgate Andreas Vestre Morten Thorkildsen Arne Mjøs Board member Board member Board member Board member (Employee elected) (Employee elected) Chairman of the board Chief Executive Officer Statement by the Board of Directors and the CEO Our business Governance Sustainability statement Financial statements 181 ANNUAL REPORT 2024 PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap To the General Meeting of Itera ASA Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Itera ASA, which comprise: • the financial statements of the parent company Itera ASA (the Company), which comprise the statement of financial position at 31 December 2024, the income statement and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and • the consolidated financial statements of Itera ASA and its subsidiaries (the Group), which comprise the statement of financial position as at 31 December 2024,ƚhe statement of comprehensive income, statement of cash flows and statement of changes in equity for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion • the financial statements comply with applicable statutory requirements, • the financial statements give a true and fair view of the financial position of the Company as at 31 December 2024, and its financial performance for the year then ended in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and • the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of Itera ASA for 7 years from the election by the general meeting of the shareholders on 22 May 2018 for the accounting year 2018. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.The Group’s business activities are largely unchanged compared to last year. Recognition of revenue contains the same characteristics and risks as last year and continues to be an area of focus this year. 2 / 5 Key Audit Matters How our audit addressed the Key Audit Matter Recognition of revenue The Group ’s revenue for the year ended 31 December 202 4 amounted to NOK 848 783 thousand. Most of the Group ’s revenue is derived from transfer of services over time, but some revenues are also derived from point -in-time contracts. Revenue from subscription contracts is recognised over the contract period, in accordance with IFRS 15. We considered recognition of revenue to be a key audit matter because revenue makes a material part of the financial statement. Additionally, there is an inherent risk of error due to the significant number of transactions and underlying data involved that add up to material amounts. Refer to note 2 to the consolidated financial statements, and the summary of material accounting policies for further details on the Group ’s revenue recognition. We obtained an understanding of the revenue recognition process through interviews with management and reviews of the Group ’s process and policy documentation. We evaluated management ’s policies for revenue recognition and whether they were in accordance with IFRS 15. For a sample of contracts, we also tested the application of management’s accounting policies. We identified, assessed, and tested the design and operating effectiveness of management ’s internal controls over revenue recognition. The internal controls included controls over change of data in the Group’s billing system to ensure accuracy and validity of revenues. We traced a sample of sales transactions to supporting documentation to test the accuracy, validity, and cut-off of revenues. B ased on our understanding of the standard flow of revenue transactions, we also performed analytical procedures to further test the accuracy and validity of the transactions. Our procedures included comparing booked revenues throughout the year to receipts of payments. We noted no significant deviations as a result of our audit procedures. Finally, w e assessed the disclosures in note 2 to the consolidated financial statements and found them to be appropriate. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance. Our business Governance Sustainability statement Financial statements 182 ANNUAL REPORT 2024 Independent Auditor’s Report 3 / 5 Our opinion on whether the Board of Directors’ report contains the information required by applicable statutory requirements, does not cover the Sustainability Statement, on which a separate assurance report is issued. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements of the Company that give a true and fair view in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern. The financial statements of the Company use the going concern basis of accounting insofar as it is not likely that the enterprise will cease operations. The consolidated financial statements of the Group use the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control. • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. 4 / 5 • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on Compliance with Requirement on European Single Electronic Format (ESEF) Opinion As part of the audit of the financial statements of Itera ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name 5967007LIEEXZXFZFK03-2024-12-31-en.zip have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger 5 / 5 Oslo, 24 April 2025 PricewaterhouseCoopers AS Jone Bauge State Authorised Public Accountant Our business Governance Sustainability statement Financial statements 183 ANNUAL REPORT 2024 Independent Auditor’s Report The objective of Itera ASA (the Company) is to ensure its shareholders a competitive return in the form of dividends and a higher share price in comparison with alternative investments. Shareholder policy Itera endeavours to ensure shareholders a com- petitive return on their investment in the form of a higher share price and dividends. The share price shall reflect the Company’s earnings and underlying values. Open communication and the equal treatment of the shareholders shall contribute to increased shareholder values and trust among investors. Investor information Itera ASA was listed on the Oslo Stock Exchange (OSE) on 27 January 1999 under the ticker code ITE, which in 2021 was changed to ITERA. The Company shall treat all shareholders equally concerning information which may affect the market value of the shares. All information of relevance for the share price is published via the notification system of the Oslo Stock Exchange as well as on the Com- pany’s website www.itera.com, to ensure such information is made available to all stakeholders simultaneously. The quarterly reports are also made available on Itera’s website in the form of online webcasts. The shares have been assigned the ISIN NO 0010001118, and the Company’s organisation number at the Norwegian Brønnøy- sund Register Centre is NO980 250 547. Share capital Itera ASA’s share capital at 31 December 2024 was NOK 24,655,987.20 made up of 82,186,624 fully paid shares each with a nomi- nal value of NOK0.30. All shares have the same voting rights at the General Meeting. Shareholders As of 31 December 2024, Itera had 1,985 (2,063) shareholders. At year-end, 6% (7%) of the Company’s shares were owned by for- eign investors. The Company’s twenty largest investors owned 74% (74%) of the Company’s shares. Dividend During 2024, dividends of NOK 0.60 (0.70) per share were paid, for a total of NOK 48.7 (56.9) million. Share price The Itera share price opened the year at NOK 12.05 and closed at NOK 8.94, corresponding to a change of -26%, or -21% including dividend payments in the period. The highest share price during the year was NOK 14.35 and the lowest price was NOK 8.60. Itera had a market value corresponding to MNOK 735 (990) million at 31December 2024. Share option schemes The Company has established option programs for key personnel. Current share option pro- grams were implemented in 2021, 2022, 2023 and 2024. There were 2,080,000 outstanding share options at year-end. Reference is also made to Note 5 to the Consolidated Financial Statements. Major shareholders For major shareholders, see note 19 in the consolidated accounts Page 163 Shares and shareholders Shares and shareholders Lukas Lancz, Head of QA & Test Department Bratislava Our business Governance Sustainability statement Financial statements 184 ANNUAL REPORT 2024 Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Revenue EBITDA EBIT 0 100 200 300 400 500 600 700 800 900 1000 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 10 20 30 40 50 60 70 80 202420232022 NOK million Employees EBITDA margin EBIT margin 0 100 200 300 400 500 600 700 800 202420232022 Number 0 3 6 9 12 15 202420232022 % 0 2 4 6 8 10 12 202420232022 % Bank deposits Cash flow Equity ratio 0 10 20 30 40 50 60 202420232022 NOK million 0 20 40 60 80 100 120 202420232022 NOK million 0 5 10 15 20 25 202420232022 % Development 2022–2024 (continuing operations) Shares and shareholders Our business Governance Sustainability statement Financial statements 185 ANNUAL REPORT 2024 Quarterly development 2022–2024 (continuing operations) Revenue Employees 0 50 100 150 200 250 Q4Q3Q2Q1 0 100 200 300 400 500 600 700 800 202420232022 Q4Q3Q2Q1 NOK million End of period EBITDA EBITDA margin 0 5 10 15 20 25 30 35 40 45 2024 2023 2022 Q4Q3Q2Q1 0 5 10 15 20 25 20242023 2022 Q4Q3Q2Q1 NOK million % EBIT EBIT margin 0 5 10 15 20 25 30 35 2024 2023 2022 Q4Q3Q2Q1 0 2 4 6 8 10 12 14 16 18 2024 2023 2022 Q4Q3Q2Q1 NOK million % 2024 2023 2022 Revenue Employees 0 50 100 150 200 250 Q4Q3Q2Q1 0 100 200 300 400 500 600 700 800 202420232022 Q4Q3Q2Q1 NOK million End of period EBITDA EBITDA margin 0 5 10 15 20 25 30 35 40 45 2024 2023 2022 Q4Q3Q2Q1 0 5 10 15 20 25 20242023 2022 Q4Q3Q2Q1 NOK million % EBIT EBIT margin 0 5 10 15 20 25 30 35 2024 2023 2022 Q4Q3Q2Q1 0 2 4 6 8 10 12 14 16 18 2024 2023 2022 Q4Q3Q2Q1 NOK million % 2024 2023 2022 Revenue Employees 0 50 100 150 200 250 Q4Q3Q2Q1 0 100 200 300 400 500 600 700 800 202420232022 Q4Q3Q2Q1 NOK million End of period EBITDA EBITDA margin 0 5 10 15 20 25 30 35 40 45 2024 2023 2022 Q4Q3Q2Q1 0 5 10 15 20 25 20242023 2022 Q4Q3Q2Q1 NOK million % EBIT EBIT margin 0 5 10 15 20 25 30 35 2024 2023 2022 Q4Q3Q2Q1 0 2 4 6 8 10 12 14 16 18 2024 2023 2022 Q4Q3Q2Q1 NOK million % 2024 2023 2022 Revenue Employees 0 50 100 150 200 250 Q4Q3Q2Q1 0 100 200 300 400 500 600 700 800 202420232022 Q4Q3Q2Q1 NOK million End of period EBITDA EBITDA margin 0 5 10 15 20 25 30 35 40 45 2024 2023 2022 Q4Q3Q2Q1 0 5 10 15 20 25 20242023 2022 Q4Q3Q2Q1 NOK million % EBIT EBIT margin 0 5 10 15 20 25 30 35 2024 2023 2022 Q4Q3Q2Q1 0 2 4 6 8 10 12 14 16 18 2024 2023 2022 Q4Q3Q2Q1 NOK million % 2024 2023 2022 Revenue Employees 0 50 100 150 200 250 Q4Q3Q2Q1 0 100 200 300 400 500 600 700 800 202420232022 Q4Q3Q2Q1 NOK million End of period EBITDA EBITDA margin 0 5 10 15 20 25 30 35 40 45 2024 2023 2022 Q4Q3Q2Q1 0 5 10 15 20 25 20242023 2022 Q4Q3Q2Q1 NOK million % EBIT EBIT margin 0 5 10 15 20 25 30 35 2024 2023 2022 Q4Q3Q2Q1 0 2 4 6 8 10 12 14 16 18 2024 2023 2022 Q4Q3Q2Q1 NOK million % 2024 2023 2022 Revenue Employees 0 50 100 150 200 250 Q4Q3Q2Q1 0 100 200 300 400 500 600 700 800 202420232022 Q4Q3Q2Q1 NOK million End of period EBITDA EBITDA margin 0 5 10 15 20 25 30 35 40 45 2024 2023 2022 Q4Q3Q2Q1 0 5 10 15 20 25 20242023 2022 Q4Q3Q2Q1 NOK million % EBIT EBIT margin 0 5 10 15 20 25 30 35 2024 2023 2022 Q4Q3Q2Q1 0 2 4 6 8 10 12 14 16 18 2024 2023 2022 Q4Q3Q2Q1 NOK million % 2024 2023 2022 Shares and shareholders Our business Governance Sustainability statement Financial statements 186 ANNUAL REPORT 2024 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