Itera

AGM Information • May 26, 2025

MINUTES OF ANNUAL GENERAL MEETING OF ITERA ASA

The Annual General Meeting was held in the Company's offices at Stortingsgata 6, Oslo, on 26 May 2025 at 17.00 hours (CET).

According to the notice of the Annual General Meeting from the Board of Directors as of 30 April 2025, the following matters were discussed:

Agenda

• 1. Opening of the Annual General Meeting by the Chairperson of the Board and registration of shareholders attending.
• 1. Election of chairperson of the meeting and at least one person to co-sign the minutes.
• 1. Approval of the notice of the meeting and the agenda.
• 1. Approval of the Annual Report and the Board of Directors' report.
• 1. Approval of the remuneration of the members of the Board of Directors, Board Committees and Nomination Committee.
• 1. Determination of the fees payable to the Auditor.
• 1. The Board's report on corporate governance.
• 1. To consider the Board of Directors' statement regarding the determination of salary and other remuneration of executive employees cf. Public Limited Companies Act § 6-16b.
• 1. Adoption of the Board of Directors' proposal to authorise the Board of Directors to increase the company's share capital. The proposal includes the option to waive the pre-emptive rights of shareholders to subscribe for shares in the event of an increase in share capital.
• 1. Adoption of the Board of Directors' proposal to approve the company's purchase of its own shares.
• 1. Authorisation for the Board to approve a supplementary dividend based on the company's annual financial accounts for 2024.

*********

1. Election of the members of the Board of Directors and Nomination Committee.

Item 1: Opening of the Annual General Meeting by the Chairman of the Board, and registration of Shareholders attending.

The general meeting was opened by the chairman of the board, Morten Thorkildsen. The Chairman of the Board kept a record of the attending shareholders at the General Meeting, either personally or by proxy.

According to the list, a total of 41,178,103 shares and the same number of votes were represented at the general meeting, corresponding to a total of 60.19% of the voting share capital and the votes. The record of attending shareholders, including the number of shares and votes represented, is attached to the minutes.

Item 2: Election of chairperson of the meeting and at least one person to co-sign the minutes.

As chairperson of the meeting, chairman Morten Thorkildsen was elected.

Olav W Pedersen was elected to co-sign the minutes of the general meeting.

Item 3: Approval of the Notice of the meeting and the agenda

Neither the shareholders nor the board members had any remarks on the notice or the agenda for the general meeting, and these were approved by the General Meeting.

Item 4: Approval of the Annual Accounts and Annual Report

The General Meeting unanimously passed the following resolution:

The financial statements and annual report for 2024 are approved in full. The Board proposes that the annual profit for the parent company Itera ASA of TNOK 37,949 be allocated as follows:

• TNOK 16,437 paid as an additional dividend in 2024.
• TNOK 16,437 as ordinary dividend, corresponding to NOK 0.20 per share. Dividends will accrue to shareholders on 26 May 2025. The share will be listed excluding the right to dividend on 27 May 2025. The dividend will be paid on 10 June 2025.
• TNOK 5,075 to Other equity.

Item 5: Approval of the remuneration of the members of the Board of Directors, Board Committees and Nomination Committee.

The General Meeting unanimously passed the following resolution:

The following remuneration structure for the Board of Directors for 2024/2025 will be decided:

• Board member, shareholder elected NOK 256,000 (NOK 249,000)
• Board member, employee elected NOK 49,000 (NOK 48,000)

▪ Chairperson of the Board NOK 407,000 (NOK 396,000)

The Nomination Committee proposes that half of the expected fee can be paid on account, while the rest is paid after the end of the period.

The Nomination Committee is aware that the chairperson of the board or other board members may take on tasks beyond what can be regarded as ordinary board work. Any such additional tasks are clarified with other board members before start-up. Remuneration for any additional work will be in addition to ordinary board remuneration and is accounted for in the company's executive remuneration report.

The following remuneration structure for the Board's sub-committees for 2024/2025 is hereby approved:

▪ Audit Committee

• Leader NOK 35,000 (NOK 34,000)
• Member NOK 29,000 (NOK 28,000)
• Remuneration committee
  • Leader NOK 23,000 (NOK 22,000)
  • Member NOK 18,000 (NOK 17,000)

The following fee structure for the Nomination Committee members for 2024/2025 is hereby approved:

– Leader	NOK 45,000 (NOK 44,000)
– Member	NOK 29,000 (NOK 28,000)

Item 6: Determination of the fees payable to the Auditor

The General Meeting unanimously passed the following resolution for Itera ASA regarding services applicable to the statutory audit for 2023:

The auditor's fees are paid according to invoices of NOK 509,000.

Item 7: The Board's report on corporate governance

Section 5-6, fifth paragraph of the Public Limited Liability Companies Act stipulates that the general meeting shall consider the Board's report on corporate governance submitted in accordance with Section 3-3b of the Accounting Act. The disclosure is included in the group's annual report (pp. 34-39) for fiscal year 2024, available on the company's website www.itera.com.

The statement is not subject to the general meeting's vote.

Item 8: To consider the Board of Directors' statement regarding the determination of salary and other remuneration of executive employees cf. Public Limited Companies Act § 6-16b.

The General Meeting passed the following resolution with 99.88% for and 0.12% against:

The General Meeting endorses the Board's guidelines for determining salary and other remuneration for senior executives.

Item 9: Adoption of the Board of Directors' proposal to authorise the Board of Directors to increase the company's share capital.

The General Meeting passed the following resolution with 99.88% for and 0.12% against:

• 1. The General Meeting authorises the Board of Directors to continue the share purchase programme for employees with a three-year sales restriction and associated valuation discount. The programme is run annually. The subscription price and other terms and conditions are determined by the Board of Directors.
• 2. The General Meeting authorises the Board to sell up to 600,000 shares per year with a threeyear vesting and sales restriction period and associated valuation discount, to selected key employees. Detailed terms and conditions are determined by the Board of Directors. The authorisation is valid for two years at a time.
• 3. The General Meeting authorises the Board of Directors to issue a multi-year share option programme with subscription of up to 600,000 shares. The redemption price and other terms and conditions are determined by the Board.
• 4. The General Meeting authorises the Board of Directors to increase the share capital of Itera ASA by a maximum of NOK 1,232,799 by issuing a maximum of 4,109,330 shares, each share with a nominal value of NOK 0.30. Subscription prices and other terms and conditions are determined by the Board.

OFFICE TRANSLATION – ORIGINAL IN NORWEGIAN

• 5. The authorisation permits the Board to waive existing shareholders' pre-emptive rights to subscribe for shares pursuant to Section 10-4 of the Public Limited Liability Companies Act, cf. Section 10-5.
• 6. The authorisation shall be used in connection with acquisitions, mergers, share purchase and stock option programmes and/or purchases of assets, etc. The authorisation also includes a capital increase against deposits in assets other than money or the right to incur special obligations on the company, cf. Section 10-2 of the Public Limited Liability Companies Act. The authorisation also includes a decision to merge pursuant to Section 13- 5 of the Public Limited Liability Companies Act
• 7. The Board of Directors may make such amendments to the Articles of Association as required by the capital increase(s), cf. Section 10-19 (2) of the Public Limited Liability Companies Act.
• 8. The authorisation to increase the share capital is valid from the Annual General Meeting on 26 May 2025 to 30 June 2026.
• 1. This authorisation replaces the authorisation given at the Annual General Meeting on 26 May 2025 with regard to an increase in the company's share capital.

Item 10: Adoption of the Board of Directors' proposal to approve the company's purchase of its own shares.

The General Meeting unanimously passed the following resolution:

The Board of Directors is authorised to acquire treasury shares. The authorisation shall remain in force until 30 June 2026 and replace the authorisation given at the Annual General Meeting on 22 May 2024. The highest nominal value of the shares that the Company can acquire in total is NOK 1,232,799, which corresponds to 4,109,330 shares with a nominal value of NOK 0.30. The acquisition is within the limits set out in section 9-2 of the Public Limited Liability Companies Act. The consideration for each share shall be at least NOK 0.30, which corresponds to the nominal value and a maximum of NOK 30.

Treasury shares may be acquired to be used for full or partial payment in connection with the acquisition of a business and to have a holding of shares in readiness for this purpose, as well as for the implementation of the company's share purchase and stock option programme for the Group's employees.

The company's acquisition of treasury shares shall be carried out on the stock exchange or in any other way at the stock exchange price and in such a way that general principles for equal treatment of shareholders are complied with. Disposal of the company's own shares shall take place in accordance with the purpose for acquiring treasury shares or on the stock exchange or otherwise at stock exchange price, and such that general principles for equal treatment of shareholders are complied with, with the exception of share and option programmes as set out in case 9..

Item 11: Authorisation for the Board to approve a supplementary dividend based on the company's annual financial accounts for 2024

The General Meeting unanimously passed the following resolution:

The board is authorised to decide on additional dividends on the basis of the company's annual accounts for 2024, cf. section 8-2 (2) of the Public Limited Liability Companies Act. The authorisation may be exercised multiple times. The authorisation is valid until 30 June 2025 and replaces the authorisation given at the Annual General Meeting on 26 May 2025.

Item 12: Election of the members of the Board of Directors

The General Meeting passed the following resolution with 99.88% for and 0.12% against:

The shareholder-elected directors for 2025-2027 in Itera ASA will be as follows:

• Morten Thorkildsen, chairperson of the Board (re-election)
• Gyrid Skalleberg Ingerø, board member (re-election)
• Åshild Hanne Larsen, board member (re-election)
• Helge Leiro Baastad, board member (re-election)
• Henrik Tang Hedegaard, board member (new)

For the period 2025-2027 the following composition of the Nomination Committee is elected:

• Eli Giske (re-election)
• Øivind Skallerud (re-election)
• Kim-Kjetil Grøsland (re-election)

***

There were no further matters to be discussed.

The general meeting was adjourned at 17.40 hours (CET).

Oslo, 26 May 2025

Morten Thorkildsen Olav W Pedersen (chair of meeting) (co-signer)

_(sign.)_______________________ _(sign.)_______________________

Appendices:

• 1. Record of the attending shareholders, including the number of shares and votes represented.
• 1. Voting results

Appendix 1

RECORD OF THE ATTENDING SHAREHOLDERS, INCLUDING THE NUMBER OF SHARES AND VOTES REPRESENTED

ISIN:	NO0010001118
General meeting date	26.05.2025
Today:	26.05.2025

Number of persons with voting rights represented/attended: 5

	Number of shares	%sc
Total shares	82 186 624	100.00%
-own shares of the company	487 596	0.59%
Total shares with voting rights	81 699 028	99.41%
Represented by own shares	11 503 472	14.08%
Represented by advance vote	31 820 995	38.95%
Sum own shares	43 324 467	53.03%
Represented by proxy	5 794 477	7.09%
Represented by voting instruction	59 159	0.07%
Sum proxy shares	5 853 636	7.16%
Total represented with voting rights	49 178 103	60.19%
Total represented by share capital	49 178 103	59.84%

Morten Thorkildsen Olav W Pedersen (chair of meeting) (co-signer)

___(sign)_____________________ __(sign)______________________

Appendix 2

VOTING RESULTS

ISIN:	NO0010001118
General meeting date		26.05.2025
Today:	26.05.2025
Shares class	FOR		Against	Abstain
Item 2: Election of a chairperson to preside over the meeting and at least one additional person to countersign the minutes together with the chairperson
Ordinary		49 178 103	0	0
votes cast in%		100.00%	0.00%	0.00%
representation of sc in %		100.00%	0.00%	0.00%
	total sc in%	59.84%	0.00%	0.00%
Total		49 178 103	0	0
Item 3: Approval of the Notice of the meeting and the agenda
Ordinary		49 178 103	0	0
votes cast in%		100.00%	0.00%	0.00%
representation of sc in %		100.00%	0.00%	0.00%
	total sc in%	59.84%	0.00%	0.00%
Total		49 178 103	0	0
Item 4: Approval of the Annual Accounts and Annual Report
Ordinary		49 178 103	0	0
votes cast in%		100.00%	0.00%	0.00%
representation of sc in %		100.00%	0.00%	0.00%
	total sc in%	59.84%	0.00%	0.00%
Total		49 178 103	0	0
Item 5: Approval of the remuneration of the Board of Directors, Audit Committee,
Compensation Committee and Nomination Committee
		49 178 103	0	0
votes cast in%		100.00%	0.00%	0.00%
representation of sc in %		100.00%	0.00%	0.00%
	total sc in%	59.84%	0.00%	0.00%
Total		49 178 103	0	0

Shares class	FOR	Against	Abstain
Item 6: Determination of the fees payable to the Auditor
Ordinary	49 178 103	0	0
votes cast in%	100.00%	0.00%	0.00%
representation of sc in %	100.00%	0.00%	0.00%
total sc in%	59.84%	0.00%	0.00%
Total	49 178 103	0	0
Item 8: To consider the Board of Directors' statement regarding the determination of salary and other remuneration of executive employees cf. Public Limited Companies Act § 6-16b.
Ordinary	49 178 103	59 159	0
votes cast in%	99.88%	0.12%	0.00%
representation of sc in %	99.88%	0.12%	0.00%
total sc in%	59.77%	0.07%	0.00%
Total	49 178 103	0	0

Item 9: Adoption of the Board of Directors' proposal to authorise the Board of Directors to increase the company's share capital. The proposal includes the option to waive the preemptive rights of shareholders to subscribe for shares in the event of an increase in share capital.

Total		49 178 103	0	0
	total sc in%	59.77%	0.07%	0.00%
	representation of sc in %	99.88%	0.12%	0.00%
	votes cast in%	99.88%	0.12%	0.00%
Ordinary		49 178 103	59 159	0

Item 10: Adoption of the Board of Directors' proposal to approve the company's purchase of its own shares.

Total		49 178 103	0	0
	total sc in%	59.84%	0.00%	0.00%
	representation of sc in %	100.00%	0.00%	0.00%
	votes cast in%	100.00%	0.00%	0.00%
Ordinary		49 178 103	0	0

Item 11: Authorisation for the Board to approve a supplementary dividend based on the company's annual financial accounts for 2021.

Total		49 178 103	0	0
	total sc in%	59.84%	0.00%	0.00%
	representation of sc in %	100.00%	0.00%	0.00%
	votes cast in%	100.00%	0.00%	0.00%
Ordinary		49 178 103	0	0

Shares class FOR	Against	Abstain
Item 12: Election of the members of the Board of Directors
Ordinary 49 178 103	59 159	0
votes cast in% 99.88%	0.12%	0.00%
representation of sc in % 99.88%	0.12%	0.00%
total sc in% 59.77%	0.07%	0.00%
Total 49 178 103	0	0

Morten Thorkildsen Olav W Pedersen Chair of meeting co-signer

__(sign)______________________ _(sign)_______________________