Policies - www.iteraconsulting.com

Corporate Policies

Itera is committed to comply with regulatory and listing requirements, the law and government standards. Sound corporate governance and good ﬁnancial performance is critical to the long-term creation of stakeholder value at Itera.

Equal treatment of the Shareholders. The Group treats all shareholders equally concerning information
relevant to the share price. As a listed company, Itera is obliged to comply with the information
requirements of the Stock Exchange. All information relevant to the share price is published through the notiﬁcation system of the Oslo Stock Exchange.

Shareholder Policy. Itera ASA aims to ensure its shareholders a competitive return on the investment primary by increasing the value of the company’s shares. The share price shall reﬂect the company’s earnings and underlying values. Open communication and equally treatment of the company’s shareholders contributes to increased share holder values and gain the investors trust.

Dividend Policy. Itera’s dividend policy reﬂects a balance between secure equity and a reasonable repayment to its shareholders. The company’s goal is to achieve a long-term annual dividend of 20–50 % of a normalized result after tax. The annual dividend payment vil depend on the company’s ﬁnancial situation, need for working capital and investments or acquisition possibilities. The Board of Directors will not propose a dividend if it believes that it will have a negative effect on the Group’s future ambitions to grow or capital structure.

General Meeting. The company’s General Meetings are open to all the company’s shareholders. Shareholders may exercise their vote through a representative or proxy. All shares have equal voting rights. There are no restrictions on ownership or any known shareholder agreements.

Nominating Committee. The Annual General Meeting of 27 of April 2007 has elected a Nominating Committee. The Committee consists of Reidar Fougner, Oddvar Frigstad and Erik Sandersen.

The Board of Directory Work. Every month, the Board of Directors receives ﬁnancial reports for the Group and all its subsidiaries with the management’s comments on the economic and ﬁnancial status. The Board of Directors discusses strategy and budgets in extended board meetings. The Board of Directors holds 8–10 board meetings
per year and conducts an annual self-evaluation of its work.

Composition and Compensation to the Board of Directors. The Board of Directors has a balanced composition in terms of competence, experience and background relevant to the company’s operations. It is also desirable that the Board of Directors reﬂects both the company’s ownership structure and the need for independent representatives. The current Board of Directors consists of four members elected at the company’s annual general meeting and the composition satisﬁes the
requirements for independence contained in the Norwegian recommendations for corporate governance. The Board of Directors’ remuneration should be placed at a competitive level. The Chairman of the Board has a stock option agreement and three of the members of the board have share holdings in the company.

Compensation of Executive Employees. The company would like to attract managing and senior executives
with the relevant background and experience. It therefore needs to adapt its remuneration and rewards system to ensure its competitiveness in relation to the market at all times. At present the company’s management has performance based option agreements as a variable element in addition to a ﬁxed salary. The option agreements are not considered sufﬁciently extensive to affect the management’s capacity for long-term
thinking.

Auditor. With one exception, the company employs the same auditing ﬁrms
for the parent company and all its subsidiaries. The auditors act as consultants but not in matters of strategy or in operational assignments. The auditors attend the board meeting that deals with the annual accounts and otherwise as required. Annually
the auditor briefs the Board of Directors about accounting principles, risk areas, judgement items and internal control.

English

Ex dividend NOK 0.20

Minutes of extraordinary general meeting

Dividend 2004

Norsk

Ex utbytte kr 0,20

Protokoll fra ekstraordinær generalforsamling

Utbytte 2004

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