Itera — AGM Information 2010

Apr 29, 2010

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MINUTES OF ANNUAL GENERAL MEETING IN

ITERA ASA

On 29 April 2010, the Annual General Meeting in Itera ASA was held in the Company's premises in Sognsveien 75, Ullevaal Stadion, Oslo. The Annual General Meeting was convened at 02.00 pm.

The agenda comprised:

1. Opening of the Annual General Meeting – record of the meeting shareholders

The Annual General Meeting was opened by the Chairman of the board, Gunnar Gjörtz. The Chairman of the board recorded the attending shareholders both personal or with proxy.

In accordance with the register totally 35.317.574 shares and equal amount of votes were present at the Annual General Meeting, corresponding to total 42.8 % of the voting share capital and the votes. Of these 15.893.276 was represented with proxy.

In addition to the above did the following attend the meeting:

Børge Nordvold, from the administration
Erik Sandersen, Chairman of the Nomination Committee
Gunnar Sotnakk, the company's auditor
Johannes Andersen, the company's lawyer

1. Election of chairperson to preside over the meeting and one person to countersign the minutes

The Chairman of the Board, Gunnar Gjörtz was elected as the Chairman of the meeting.

Olav Werner Pedersen was elected to countersign the minutes.

1. Approval of the notice of meeting and agenda

Nor the shareholders or the board members had comments to the notice of meeting or the agenda for the annual meeting and these were approved by the Annual General Meeting.

1. Approval of the Annual Accounts for 2009

The Annual General Meeting adopted the following resolution:

The Annual accounts for 2009 are approved. Of the profit of NOK 26,821,000, NOK 17,068,000, corresponding to NOK 0.20 per share will be paid as dividend to the Company's shareholders. The remaining NOK 9,753,000 will be transferred to other equity.

The Itera stock will be traded ex. dividend as of Friday 30 April 2010.

1. Approval of remuneration to the Board of Directors, the Nomination Committee and Auditor's fees

The Annual General Meeting adopted the following resolution:

Remuneration for the Board for 2009/2010 is to be assessed in accordance with the remuneration structure which was adopted at the General Meeting as of 30 April 2009:

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• Chairman NOK 300,000
• Vice chairman NOK 225,000
• Board member NOK 175,000

The following structure for remuneration for the Board for 2010/2011 is adopted:

• Chairman NOK 300,000
• Vice chairman NOK 225,000
• Board member NOK 175,000

50 % of the remuneration shall be paid initially and 50 % at the end of the period. The remuneration covers ordinary Board work.

The Nomination Committee proposes to the General Meeting that remuneration for Board members for extraordinary efforts above and beyond the usual workload should be currently invoiced at NOK 900 per hour.

Fees for committee work will be considered separately and adopted by the General Meeting in 2011.

The Nomination Committee consists of Erik Sandersen (Chairman), Gisle Evensen and Geir Moe.

The Company has not yet received final invoices from the Auditor for 2009.

The Board proposes the following resolutions for adoption by the General Meeting:

Remuneration for the Nomination Committee for 2009/2010 was adopted:

• Chairman NOK 30,000
• Members NOK 15,000

The Auditor's fees are to be covered according to invoices.

1. Approval of the Board of Directors' statement regarding the determination of salary and other remuneration to senior employees

The Chairman went through the statement. The statement appear in note 8, page 38 in the Annual Report.

The Annual General Meeting approved the statement.

1. Authority to acquire the company's shares

The Annual General Meeting adopted the following resolution:

The Board is authorised to acquire own shares in the Company. The authorisation remains in effect until 1 July 2011. The highest total face value of the shares that may be acquired by the Company is NOK 2,550,000, which equals 8,500,000 shares with a face value of NOK 0.30. However, the acquisition shall be within the limits set by Section 9-2 of the Norwegian Public Limited Companies Act. The compensation to be paid for each share cannot be less than NOK 0.30, which is the face value, and not more than NOK 20, and the compensation must in no case exceed the price listed on the Oslo Stock Exchange.

The acquisition and sale of own shares may take place in connection with the fulfilment of share option agreements and other similar agreements with employees, as compensation in connection with mergers, acquisitions or the acquisition of capital assets, or as ordinary market transactions. Acquisition of shares shall only take place by direct offer to individuals or to all shareholders, including employees and union representatives, and also through the stock exchange. An offer to acquire shares may be a general offer or may be made for a restricted number of shares.

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Should the face value of the shares be changed, the effect on the above resolution regarding the highest face value of the shares that the Company may in total acquire, as well as the minimum and maximum compensation set for the shares, shall be correspondingly changed.

8. Authority to increase the company's share capital

The Annual General Meeting, against 72.2 % of the shares, adopted the following resolution:

The Board is authorised to increase the Company's share capital by up to NOK 7,680,631 through the issue of up to 25,602,104 shares at a face value of NOK 0.30. The authorisation shall be effective until 1 July 2011. Shareholders' preferential rights according to Section 10-4 of the Norwegian Public Limited Companies Act can be withheld. The authorisation also covers capital increase against deposits in holdings other than money or the right to incur the Company specific obligations according to Section 10-2 of the Norwegian Public Limited Companies Act. The authorisation also covers decisions in connection with mergers according to Section 13-5 of the Norwegian Public Limited Companies Act.

8.1 authority to increase the Company's share capital regarding stock option programs

The Annual General Meeting, against 72.2 % of the shares, adopted the following resolution:

Under the authorisation in item 8, up to 2,378,000 shares, of which 378,000 expires within the authorisation period, may be issued to employees in Itera ASA in connection with the existing and new share option agreements with employees. When allocating new share options to employees, the exercise price shall not be set lower than the market price at the date the share option was allocated, and in any case not lower than the share's face value of NOK 0.30. The exercise date shall be set to from 12 to 36 months after the share option was granted.

9. Change the Articles of Association

9.1 change of name

The Annual General Meeting adopted the following resolution:

The Company's name is Itera ASA. The wording of Articles of Association § 1 shall be amended accordingly.

9.2 publication of documents on the Company Website

The Annual General Meeting adopted the following resolution:

The Articles of Association are amended by adding the following new paragraph in § 7: Documents relating to issues to be resolved at the General Meeting may be published on the Company's website. The same applies to documents that due to statutory requirements must be attached to or included in the notice to the General Meeting. If the documents are published in such a manner, the statutory requirements for postal distribution to the shareholders shall not apply. A shareholder may still request to have sent documents that shall be considered by the General Meeting.

10. Information regarding the Audit Committee

The Board has elected Brita Eilertsen and Mimi K. Berdal as the Audit Committee.

The Annual General Meeting was duly informed.

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11. Election of the Board and Nomination Committee

The Annual General Meeting adopted the following resolution:

The General Meeting elects Johan Lindqvist as a new Board member and re-elects Gunnar Gjørtz (Chairman), Mimi K. Berdal (Vice chairman), Brita Eilertsen (Board member) and John M. Lervik (Board member).

The Annual General Meeting adopted the following resolution:

The General Meeting elects Olav Werner Pedersen as a new member of the Nomination Committee and re-elects Erik Sandersen (Chairman) and Gisle Evensen (Member).

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All the Annual General Meetings resolutions were unanimously except of item 8 (included 8.1). Item 8 was adopted against 9,823,798 shares.

There was no further business.

The Annual General Meeting was closed at 02.38 pm.

Oslo, 29 April 2010

Gunnar Gjørtz
Olav Werner Pedersen

Note: This translation has been prepared for information purposes only and is not to be signed.