Contents
CEO comment 4
Board of directors’ report 10
Corporate governance 24
Financial statements Itera Group 32
Financial statements Itera ASA 63
Statement by the Board of directors and the CEO 76
Auditor’s report 77
Shares and shareholders 81
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
CEO Cment 2023
Building the
digital core
As a leader of a people-centric international technology company, I
want to thank our talented people for their extraordinary work and
commitment to helping our customers accelerate their sustainable digital
transformations. Once again, we delivered solid financial performance
compared to our peers, demonstrating the company’s resilience in a
softer market environment. While macroeconomic uncertainties persist,
we remain optimistic about our ability to create opportunities for our
people, customers and company.
Staying connected to our customers and
understanding their needs remains a top
priority, as they require short-term solutions
and support with digitally transforming their
businesses. While the pace of spending
and the overall business landscape have
changed, the fundamental importance of
digital technology has not. Industries and
markets have been affected differently,
but all strategies continue to lead to using
technology, data and AI to stay competitive,
optimize operations and drive growth.
Some highlights from 2023
Our focus on building our customers’ digital
cores is reflected in our overall strong
performance for the year compared to our
peers. We achieved organic revenue growth
of 18% and an adjusted EBIT margin of
9.3% for 2023.
We expanded our most prominent and long-
est customer relationships while building
new ones. The number of customers who
spend over NOK 50 million with Itera is
increasing year by year, demonstrating the
depth and breadth of our capabilities and
the trust our customers have in us. As we
enter 2024, this trust is also reflected in a
strong order intake equivalent to a book-to-
bill ratio of 1.7 for the fourth quarter and of
1.0 for 2023 as a whole.
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
global attractiveness in these areas. In
2023, Itera’s revenue from financial ser-
vices grew by 4%, while energy grew 82%.
We continued to invest in developing our
people, our international expansion outside
Norway and our strategic growth areas such
4
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Content CEO comment Board of Directors Our results
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as cloud and application services that will provide
more long-term managed services and subscription
revenue. Our expansion in Sweden is progressing
well, with a leading European energy company
joining us as a new customer. As we enter 2024, we
are optimistic about the opportunities ahead for our
investment case in cloud and application services.
We also leverage automation and managed ser-
vices through our Digital Factory at Scale, allowing
us to do more for less and optimize operations.
This approach enables us to manage our growth
without a proportional increase in headcount. Our
headcount increased by a net 60 employees to 758
employees at year end, with 65% of this growth in
the Nordics.
Indeed, after opening four new offices over the last
12-15 months, our long-term ambition is to be able
to grow our headcount organically by a net of 200-
350 FTEs annually from our 14 offices once a high
rate of growth returns to the market.
Itera’s presence in Ukraine is a strategic and long-
term choice, as it represents our social respon-
sibility and commitment to Ukraine. The directly
identifiable costs of the invasion contributed to a
1.0-point drop in Itera’s margin. Itera is showing
leadership in relation to the twin transition of the
energy system in Ukraine, and we envision a signif-
icant expansion in the country once the rebuilding
work starts after the war.
Itera was awarded a gold rating by EcoVadis, the
world’s largest and most trusted sustainability
rating company, in its latest report. This places us
among the top 2% of companies in our industry
globally.
To further optimize our business in the softer
market, we implemented a business optimization
program during the year that will deliver margin
improvements and so create greater resilience.
These actions demonstrate both our long-term
growth commitment and how we are adapting to
market conditions to ensure profitable growth and
sustainable cash flow.
Adjusted for business optimization one-offs, we
delivered an adjusted EBIT margin of 9.3% for
2023. We generated an operating cash flow of NOK
96 million in 2023, an increase of 26% from 2022.
Our cash conversion rate for 2023 was 86% (cash
flow from operations / EBITDA), compared to 70%
in the previous year.
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 2023 increased by 40% to NOK 0.70 per
share, and the first dividend payout in 2024 is pro-
posed by the Board to be NOK 0.40 per share.
Overall, we are very pleased with our consistent,
strong and profitable growth trajectory compared to
our peers, with our annual growth rate standing at
21.2% and our average EBIT margin at 9.9% over
the last 24 months.
The heart of digital transformation
As we enter 2024, it is evident that the need for
cloud transformation journeys is far from over. At
the heart of a company’s digital transformation is
building its digital core. Indeed, building a strong
digital core and leveraging it to drive business and
digital transformation is a key driver of our custom-
ers’ growth and of our own. As a company, Itera
stands out by providing valuable guidance, help-
ing to shape strategies and delivering end-to-end
transformations.
Customers who have made significant progress on
cloud migration are now investing to modernize and
innovate across the cloud continuum, extending the
cloud to the edge and using data and AI to unlock
greater value and exploit additional opportunities.
As we enter 2024, we are optimistic about the
opportunities ahead for our cloud and application
services.
Estimates indicate that worldwide only 40%
of workloads have been migrated to the cloud.
Furthermore, of those workloads in the cloud, only
around 20% have been modernized. This leaves a
substantial 80% opportunity remaining. In addition,
fewer than 10% of companies have mature data and
AI capabilities. These capabilities are also a critical
part of the digital transformations we deliver with
our focus on modernizing through data and AI and
on the opportunities of generative AI.
Embracing AI to unlock
new opportunities
2023 was an exciting year for technology, par-
ticularly with the emergence of generative AI.
The possibilities that generative AI represents for
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organizations have captivated leaders worldwide.
Its potential to unlock new innovations and drive
transformative change has inspired many to explore
its adoption. Many of our customers have recog-
nized its value and are eager to continue innovating
by engaging Itera, and this includes customers such
as BAHR, Laki Power and DNB Eiendom. Other cus-
tomers are inspired by what it has unlocked and are
seeking ways to adopt it into their existing projects
with Itera.
According to Gartner analysts, generative AI
tools will be used to enhance legacy business
applications and create appropriate replacements,
reducing modernization costs by 70% by 2027.
Therefore, we are embracing generative AI across
our services, developing new cutting-edge tools and
solutions, and embedding generative AI into the
way we work.
Our Digital Factory at Scale is infusing AI into the
whole value chain. We have created proprietary AI
tools to strengthen both delivery and operations.
We are investing in upskilling our consultants, and
many have completed online training and certifica-
tion programs ranging from technical deep dives to
responsible AI.
Our great people are aspired to grow
Our strategy defines the areas where we will drive
growth, build differentiation and enable our busi-
ness to create high value every day. The core of our
strategy is Grow People, Grow Customers and Grow
Company. There is a direct link between this strat-
egy, our innovative mind-set and entrepreneurial
culture, the trust of our customers and partners and
our ability to develop and attract great people.
As a company, we aspire to grow organically and be
a leader in our industry. Our focus on cultivating an
entrepreneurial culture and on fostering empow-
erment, trust and a growth mindset lay a strong
foundation in the company.
Our strategy reflects a holistic approach that recog-
nizes the importance of focusing on what matters
for our people to grow every day. By prioritizing
the growth and development of our employees, we
create a positive ripple effect that extends to our
customers and the overall success of our company.
We operate as one unified company, a concept
we call ‘ONE Itera’, regardless of business units
and borders - from sales, delivery and people
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to our general operating model with its balance
between alignment and autonomy. This approach
leverages the collective expertise and resources of
our organization, enabling efficient operations and
the ability to deliver high-quality solutions to our
customers in any location.
Attracting, retaining, and inspiring outstanding
talent is vital to our success. By valuing diversity and
seeking individuals from diverse backgrounds and
people who have different perspectives and lived
experiences, we create an environment that fosters
innovation and creativity. Diverse perspectives bring
fresh ideas and insights to the table, and this in
turn results in a more comprehensive approach to
problem-solving and tailored solutions that address
the unique requirements of each customer.
By fostering a culture that celebrates diversity
and provides growth opportunities, we create an
environment where individuals can reach their full
potential. This not only benefits our employees but
also contributes to the collective success of our
company.
Diversity and inclusion
At Itera, we believe our unwavering commitment
to diversity and inclusion is the right thing to do
and an essential element of our business strategy
and robust performance. Over the last few years,
our Diversity and Inclusion Group has guided the
management team on what to focus on. Our driving
force is to use our expertise to solve real problems
- for real people. Our vision to “Make a Difference”
requires new ways of thinking, new technologies
and new working methods. And, in order to do this
in the best possible way so that we actually cre-
ate value for our customers, we need to succeed
with our diversity and inclusion efforts. We need to
reflect our customers and partners.
Sustainability is an integral driver of our strategy,
and we have prioritized the following UN Sustain-
able Development Goals (UN SDGs) as those
to which our core business can make a positive
contribution: 9. Industry, Innovation, and Infra-
structure, 11. Sustainable cities and communities,
and 12: Responsible Consumption and Production.
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Because we believe different perspectives are
essential to solving the complex problems and
challenges of the future, we work every day to
ensure we have an inclusive and diverse environ-
ment and culture for our people. To amplify our
efforts in this area from 2022, we have chosen
to add a fourth UN SDG to our prioritized goals:
Gender Equality (UN SDG no. 5)
Learning and Development
The company strongly emphasizes continuous
learning, growth and development. By valuing
learning over knowing, we create an environment
that fosters innovation, embraces challenges and
encourages employees to learn from failure and to
improve over time.
In 2023, we continued our commitment to our
people, their development and their well-being. We
have implemented various initiatives and programs
across our offices to foster a positive and supportive
work environment. From competence development
and performance management to mental health and
community engagement, Itera has demonstrated its
dedication to investing in its employees and driving
the business forward.
We offer a wide range of learning and development
opportunities, providing our employees with the
tools and resources they need to thrive and advance
in their careers. We recognize that learning can
extend beyond formal instruction, and our learning
philosophy focuses on providing the right learn-
ing at the right time and in the right way. In 2023,
our Level Up program arranged over 130 educa-
tional events that are provided by employees for
employees.
We continue to offer an employee value proposi-
tion that includes providing vibrant career paths
and opportunities for our people. Approximately
one-third of our employees are promoted each year.
Monitoring pay equality and career progression
across multiple dimensions further highlights our
dedication to fairness and equal opportunities.
Unwavering support for Ukraine
Our people’s engagement and support for Ukraine
during these challenging times are admirable. It is
important to recognize the resilience and determi-
nation of the Ukrainian people and their fight for
freedom and their values. Our business in Ukraine
continues to operate as normal despite the conflict,
and we are actively seeking business opportunities
that will contribute to a cleaner, greener and more
modern future for Ukraine.
In collaboration with the EU, Ukraine has created
an ambition for it to become the new green energy
and digital hub for Europe with a total of 360GW of
renewables by 2050, of which 40% will be exported
to the EU in the form of green hydrogen, green
ammonia and electricity. This is both about creat-
ing business and creating dreams for the Ukrainian
people. The dream is to create a new, modern, free
and green Ukraine that is completely disconnected
from the corrupt system that is the legacy of the
Soviet Union.
Looking forward
Going into 2024, we will remain focused on creating
short-term value for our customers and accelerating
their sustainable digital transformations. Our ability
to advise, shape and deliver sustainable digital
transformation, addressing digital strategy and
consulting to customer experience, technology and
cloud operations, sets Itera apart from the competi-
tion. Our partnerships with tech giants and interna-
tional players further enhance our capabilities.
Itera is currently at its strongest point in history, and
I attribute this success to the incredible contribu-
tions of our people. The dedication and hard work
of our people have undoubtedly contributed to
our ability to thrive and make a difference for our
customers, communities and Ukraine as a whole.
Together, as a ONE Itera team, we have the power
to achieve great things.
As we move forward, we will continue to focus on
capturing new opportunities, creating value, opti-
mizing our business and delivering on the promise
of technology to create a more sustainable world.
I want to close by expressing my gratitude to our
employees, Board of Directors, customers, part-
ners and shareholders for their continued trust and
support. Their trust and support set a positive tone
for the future and reinforces us to drive continued
growth and impact.
Arne Mjøs
FOUNDER & CHIEF EXECUTIVE OFFICER
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The board of directors’
summary of 2023
Itera demonstrated a high degree of resilience and
scalability in 2023, and also delivered solid growth
and profitability compared to its peers while also
investing in its people and several new growth
initiatives. These included international expansion
in the form of new offices in Stockholm (Sweden)
and Herning (Denmark) and ramping up our offices
in Krakow (Poland), Brno (Czech Republic) and Žilina
(Slovakia). The latter offices were set up after the
invasion of Ukraine and will support our strategic
growth areas such as cloud and application services
that will provide more long-term managed services
and subscription revenue.
Itera and our customers had to navigate a tougher
macroeconomic environment than we anticipated at
the beginning of the year. While the pace of spending
and the overall business landscape has changed, the
fundamental importance of digital technology has not.
Industries and markets have been affected differently,
but all strategies continue to lead to using technology,
data and AI to stay competitive, optimise operations
and drive growth. The current instability being caused
by the wars and conflicts in both Ukraine and Gaza has
also made digital security a more critical component.
In 2023, the most important thing for us was to stay
connected to our customers and to truly understand
their needs. Our customers required short-term
solutions to add value, as well as support with digi-
tally transforming their businesses. In addition, we
implemented several business optimisation actions
to lower our costs and increase our revenue, and we
integrated even higher levels of embedded security
into our solutions. These actions demonstrated our
long-term commitment to growth as well as to adapt-
ing to market conditions to ensure profitable growth
and sustainable cash flow.
Although the overall macro environment remained
somewhat uncertain, our company’s performance
demonstrates our high level of resilience.
Itera is regarded as an innovative company which
continually strengthens its expertise and digital
capabilities, ensures reliable delivery processes and
is capable of delivering end-to-end services across
national borders.
We believe helping our customers to accelerate
the digital transformation of their businesses will
continue to be the driver of our growth. Our ability to
advise, shape and deliver sustainable digital transfor-
mation, using our expertise in strategy, consulting and
technology in combination with our manged services
and privileged partnerships with the tech giants and
other international companies, is what makes us
unique.
As a company, we are deeply engaged in supporting
Ukraine, which is fighting not just for its sovereignty
but also for us, for our freedom and our values. Our
business in Ukraine continued to operate as normal,
and we are actively seeking business opportunities
that will contribute to a cleaner, greener, and more
modern future for Ukraine after the war.
As we enter 2024, we will remain focused on creating
value for our customers. We will continue to deliver
innovative and high-value digital services to our exist-
ing customers, as well as to expand our business by
means of new customers and geographies - inspired
by what AI promises and committed to helping
customers extract value from the cloud. In recent
years, the foundation for our growth has been built on
scalable delivery models and end-to-end capabilities,
and this differentiates Itera from many other con-
sulting companies in our industry. Itera has a strong
foundation for developing close relationships with an
increasing number of customers in the years ahead.
In addition, we will relentlessly explore ways to
optimise our own business processes, utilizing 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 2024.
Board of directors’ report
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The company
Itera is a leading international technology company
that helps businesses and organisations accelerate
their sustainable digital transformations. Itera has
a unique ability to take digital to the core of their
activities because of our full range of services in
digital strategy and consulting, customer experience,
technology and cloud operations. Our integrated
services and multi-disciplinary teams meet customer
needs rapidly and at scale thanks to 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-business
(B2B) markets. The Group also owns two niche SaaS
companies which mostly have recurring subscrip-
tion-based revenues: Cicero Consulting, which pro-
vides advisory services and solutions to the banking
and finance sector, and Compendia, which special-
ises in products and services for the HR, quality and
management disciplines.
Building on our strong Nordic heritage, we combine
local presence with geographically distributed capa-
bilities. The Group is headquartered in Oslo, Norway,
and has offices in Bergen, Bryne and Fredrikstad
(Norway), Stockholm (Sweden), Copenhagen and
Herning (Denmark), Reykjavik (Iceland), Kyiv and
Lviv (Ukraine), Bratislava and Žilina (Slovakia), Brno
(Czech Republic) and Krakow (Poland).
Through strategic partnerships with customers, Itera
delivers services to multiple locations in Europe and
the USA. 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, and they are located only a
couple of hours away by plane from the Nordic region.
Our distributed delivery model was recognised as
providing 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.
The strategy
The core of our organic growth strategy is: Grow
People, Grow Customers and Grow Company. We are
energised by the opportunity to guide and support
our customers with their digital transformations
into sustainable businesses and to contribute to the
advancement of the societies we live in. 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 evolving needs of
our customers and growing our business. Our people
have highly specialised skills that drive our differen-
tiation and competitiveness. We care deeply for our
people and are committed to a robust entrepreneurial
culture of empowerment and shared consciousness.
We invest in our people to provide them with oppor-
tunities to learn and grow in their careers through
their work and continued development, training and
reskilling. We help them achieve their aspirations
both professionally and personally and have a strong
commitment to diversity and inclusion.
Capabilities – As ONE Itera, we share the same
values, and we are continuously developing our
cross-border methodology, practices and collabora-
tion. We are committed to finding human solutions to
complex challenges through digital transformation by
constantly innovating and developing leading-edge
ideas and leveraging emerging technologies to
anticipate our customers’ needs. Using our Digital
Factory at Scale and our managed services, we help
companies do more with less in order 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 delivery and operations.
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Foundation – Our growth model, which leverages
our strong customer-centric approach in combina-
tion with a mix of local and cross-border sales and
customer experience capabilities, enables us to be
close to our customers, people and partners and thus
to scale efficiently. We leverage our scale and inter-
national footprint, innovation mindset, and strong
partnerships in order to consistently deliver tangible
value for our customers, wherever they are located.
Our culture is underpinned by our core values and
Business Framework, which are key drivers of the
trust our customers and partners have in us.
Market conditions
As customers are assessing the impact of the current
macroeconomic uncertainty on their businesses, the
increase in demand for IT services has been slightly
softer in the short term. However, as digital transfor-
mation is critical to realising cost savings and new
business opportunities, we expect continued strong
demand in the medium to long term.
The pace of spending has changed, but the funda-
mentals have not. According to IDC, the compound
annual growth rate (CAGR) for spending on digital
transformation between 2023-2027 is expected to be
20% in the Nordics and 16% in Europe as a whole1.
Estimates indicate that currently only 40% of work-
loads worldwide have been migrated to the cloud.
Furthermore, of those workloads in the cloud, only
around 20% have been modernised. This leaves a
substantial 80% opportunity remaining. In addition,
fewer than 10% of companies have mature data and
AI capabilities. These capabilities are also a critical
part of the digital transformations we deliver with our
focus on modernising through data and AI and on the
opportunities of generative AI.
We are witnessing the trends that Gartner predicted
play out, namely that software and IT services would
be the two segments where CIOs in Europe would
increase their spending the most in 2024. Cloud
spending in Europe, including infrastructure as a ser-
vice (IaaS), is projected to increase by 27% in 20242.
According to Gartner analysts, generative AI tools
will be used to enhance legacy business applica-
tions and create appropriate replacements, reducing
modernisation costs by 70% by 2027. Therefore,
we are embracing generative AI across our services,
developing new cutting-edge tools and solutions, and
embedding generative AI into the way we work.
Customers who have made significant progress
migrating to the cloud are now investing in modern-
ising and innovating across the cloud continuum,
extending the cloud to the edge and using data and
AI to unlock greater value and exploit additional
forthcoming opportunities. As we enter 2024, we are
optimistic about the opportunities that lie ahead for
our cloud and application services.
This trend touches the core of Itera’s existence. All
our customers are on a journey to becoming digital
businesses and thus more agile and resilient, and dig-
ital transformation underpinned by cloud and digital
technologies continues to drive strong double-digit
growth across our core business.
Looking behind Gartner’s forecast for IT spending in
2024, which estimates total IT spending in Europe
will grow 9%, we are seeing similar trends in the
Nordic IT markets. IT services are forecast to grow
almost 12% in 2024, mostly due to a shortage of
relevant IT capacity and expertise.
Customers and projects
Itera has a strong customer portfolio in both
business-to-customer (B2C) markets and busi-
ness-to-business (B2B) markets. We have exten-
sive experience in many sectors, from banking and
insurance, the green transition, power and utilities,
the public sector and retail, to oil and gas, fishery and
other heavy asset industries.
We help customers digitalize their businesses in
order to become more efficient and achieve improved
customer satisfaction through new and personalised
products and services, greater customer loyalty, a
stronger brand, a better reputation, and stronger
barriers against competitors, all of which contribute
to additional sales and increased profitability.
A key part of Itera’s strategy is maintaining and devel-
oping its largest, strategic customers. In 2023, Itera
developed several new and exciting relationships
with customers such as Å Energi and its subsidiary
Entelios, as well as Eviny, TESS and CatalystOne.
These add to the strong brands that have continued
their long-lasting relationships with Itera, including
Santander Consumer Bank, Gjensidige, DNV, Master-
card, Kredinor, Storebrand and Össur.
The share of revenue from Itera’s top 30 custom-
ers was 84% in 2023, up from 81% in 2022. New
customers, defined as customers won in the last 12
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months, accounted for 8% of revenue in 2023, com-
pared to 10% in 2022.
Hybrid working environment
We successfully met the strong demand from our
customers in 2023, adding a net total of 60 talented
individuals to our team. However, our growth was
lower than initially anticipated due to a significant
softening of market demand starting in the spring
and continuing throughout the year. Nonetheless, we
continued to develop our newest locations in Poland,
Czechia and Sweden.
Over the past few years, Itera has made substantial
investment in its employer branding and recruitment
efforts in order to support our growth ambitions. We
offer appealing career opportunities and engaging
projects with leading customers, and we foster a flex-
ible, transparent and diverse culture rooted in core
Nordic values.
In the aftermath of the pandemic, we have witnessed
the emergence of new and diverse working habits.
Some employees prefer working exclusively from
home, while others have fully returned to our offices
or those of our customers. Most individuals have
found a blended approach that combines remote
and office working to be the most suitable for their
preferences and work-life balance. To remain an
attractive employer, Itera recognises the importance
of offering flexible working options while ensuring
adequate in-person collaboration and fostering a
shared company culture. This is what we refer to as
hybrid working.
The purpose of our company offices is evolving from
serving as traditional sites of production to hubs for
collaboration and socialising. Our new head office in
Oslo was specifically designed for this purpose. Sim-
ilarly, we are adapting our existing offices to facilitate
this transformation, and a complete makeover for our
Bryne office was also undertaken in 2023. We have
also expanded and improved our offices in Bergen
and Fredrikstad. As physical presence in the office
each day is no longer a requirement, it is crucial that
our offices provide an appealing environment where
our employees feel a sense of belonging. This is
essential for upholding and nurturing a strong corpo-
rate culture and ensuring high employee satisfaction.
Our approach to sustainability
Itera’s ambition is to be a specialist in creating
sustainable digital businesses. By developing and
delivering digitalization projects, we contribute to a
sustainable future. Our deliveries can help companies
in other industries with their sustainable transition.
The World Economic Forum states that 70% of the
UN’s 17 Sustainable Development Goals can be
solved using technology. This is why we say that dig-
italization and technology are our main contributions
to sustainability.
Itera’s sustainability efforts have been assessed
annually by EcoVadis since 2021. The rating agency
EcoVadis is one of the world’s largest and most
trusted providers of third-party business sustaina-
bility ratings. In 2023, Itera received a gold medal
rating with a total score of 76 out of 100, which is
a huge achievement after two years of silver medal
ratings. The gold medal rating means that Itera is in
the top 2% of all companies in the IT and consultancy
industry globally.
Sustainability is an integral driver of our strategies,
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 ambi-
tion is to measure our sustainability in three specific
categories: environmental, social and governance. As
a member of the UN Global Compact, Itera follows
the ten principals of corporate sustainability. Itera’s
headquarters are certified as an ECO Lighthouse
(“Miljøfyrtårn”).
In autumn 2023, Itera started working on alignment
its reporting with the Corporate Sustainability Report-
ing Directive (CSRD), which will be the new standard
for reporting on sustainability for large and listed
companies. As a first step, Itera conducted a double
materiality analysis, which is to say it engaged with its
stakeholders to identify and map the most relevant
sustainability topics for it on an impact, risk, and
opportunity basis. From the European Sustainability
Reporting Standards (ESRS), we have identified E1
- Climate Change, S1 - Own Workers and G1 - Busi-
ness Conduct as the most relevant topics for Itera.
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In 2024, we will work on full alignment with CSRD to
fulfil the reporting requirements in the ESRS that are
relevant to Itera.
More information on our approach and efforts
in the area of sustainability can be found in our
2023 Sustainability Report (www.itera.com/en/
investor-relations).
Financial results
Itera experienced a high rate of organic growth of 18%
in 2023 despite the continued impact of the invasion
of Ukraine and a general slow-down in the market due
to macroeconomic factors such as rising interest rates
and high inflation. Its total revenue in 2023 amounted
to NOK 872 million as compared to NOK 736 million
in 2022. Its operating margin fell from 10.5% to 9.3%
after adjusting for NOK 3 million in non-recurring costs
in the fourth quarter related to business optimisation
efforts.
The biggest negative impact on margins in 2023 was
Itera’s investment in its Digital Factory at Scale, which
has required a substantial build-up of capacity for
it to be able to meet future large and parallel cloud
migration and operations engagements. Revenue
from these engagements was responsible for 13% of
Itera’s growth in 2023 but impacted the EBIT margin
by -3.9 points (-4.8 points).
In late 2022, Itera opened a new office in Stockholm,
Sweden, and in 2023 Itera invested in building a
foundation for future growth in this market. In 2023,
this investment had an impact on the EBIT margin of
-0.4 points (-0.1 points).
Itera continues to financially support those of its
Ukrainian employees that have been drafted into
military service. The cost of this impacted the EBIT
margin by -0.3 points as compared to -0.5 points in
2022, with the impact for 2022 also including costs
associated with support for relocation.
The remaining underlying business experienced a
margin deterioration of 2.0 points in what proved to
be a slower market with lower utilisation rates.
Itera has for well over a decade had a seamless deliv-
ery model involving a shared culture and operating
model across countries, enabling it to combine cus-
tomer proximity with highly scalable and high-quality
deliveries from the Group’s centres in Central and
Eastern Europe. This has enabled the Group to run
agile and innovative digitalization projects for Nordic
customers with as many as 70-100% of the consult-
ants working remotely.
The operating revenue from Itera’s Norwegian enti-
ties was NOK 744 million as compared to NOK 630
million in 2022, representing an increase of 18%. This
includes revenue from customers outside of Norway
that are served by the Norwegian entities. Itera’s
operating revenue in Denmark increased by 12% to
NOK 75 million from NOK 67 million in 2022.
In addition, Itera had operating revenue of NOK 51
million in Iceland in 2023, which was an increase of
30% from 2022.
The Group’s operating result before depreciation and
amortisation (EBITDA) from its continuing operations
was a profit of NOK 110.7 million as compared to a
profit of NOK 109.0 million in 2022. This represents
an operating profit margin before depreciation and
amortisation of 12.7%, as compared to 14.8% in
2022. Payroll and personnel expenses were NOK
634.4 million in 2023, which represents an increase
of 23% from 2022. The increase was mainly due to
Itera having a higher average number of employees
compared to 2022 but also a slightly lower proportion
of nearshore employees as well as overall high salary
inflation. Other operating expenses amounted to
NOK 68.7 million in 2023 as compared to NOK 60.1
million in 2022. Total depreciation, amortisation and
write-downs were NOK 32.3 million, an increase of
2% from 2022.
The Group’s operating result was a profit of NOK 78.4
million in 2023 as compared to a profit of NOK 77.2
million in 2022. This included non-recurring costs of
NOK 3.0 million.
Net financial items were NOK -2.9 million as com-
pared to NOK +1.0 million in 2022. The Group’s result
before tax was a profit of NOK 75.4 million as com-
pared to a profit of NOK 78.2 million in 2022.
Tax expense totalled NOK 18.7 million in 2023 as
compared to NOK 16.8 million in 2022. NOK 2.0
million that was previously classified as temporary
tax differences related to international branch offices
were reclassified as permanent differences.
The result for the year from continuing operations
was a profit of NOK 56.7 million as compared to a
profit of NOK 61.4 million in 2022. Net income from
discontinued operations was NOK 0 million as com-
pared to NOK -10.4 million in 2022. Total net income
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was NOK 56.7 million as compared to NOK 51.0
million in 2022.
The Board of Directors is impressed by the company’s
ability to achieve organic growth well beyond that of
its market peers during a year that continued to be
heavily impacted by the invasion of Ukraine. It rec-
ognises that the company’s efforts to safeguard and
support its Ukrainian employees as well as to secure
ongoing customer deliveries had a negative impact on
profitability in 2023 as well. The Board also recog-
nises that the general demand for IT services slowed
considerably during the year and will continue to be
soft in the first half of 2024 at the minimum.
It is the opinion of the Board of Directors that the
annual accounts provide a true and fair view of the
Group’s activities in 2023 and its financial position at
the end of the year.
Research and development
Itera capitalised NOK 8.9 million in research and
development costs. This compares to NOK 9.8 million
in 2022. Itera’s expenditure on research and develop-
ment in 2023 was capitalised as it was incurred since
it was considered that the requirements for capital-
isation were met. The solutions principally relate to
contracts entered into that have fixed future revenue
associated with them or for which there is demon-
strated commercial interest.
Cash flow and financial position
Itera generated cash flow from operating activities of
NOK 95.7 million in 2023 as compared to NOK 76.0
million in 2022. The figure for 2022 includes cash
flow from operating activities of NOK -13.3 million
from discontinued operations. The Group paid share-
holders dividends totalling NOK 56.9 million (NOK
40.5 million) in 2023. At 31 December 2023, Itera
had a cash balance of NOK 49.2 million as compared
to NOK 41.9 million at 31 December 2022.
In addition to the investment made in research and
development, NOK 10.9 million was invested in 2023
in office machinery and equipment and fixtures and
fittings, compared to NOK 6.5 million in 2022. 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 2023 amounted to
NOK 298.2 million (NOK 233.8 million). Non-current
assets were NOK 124.6 million (NOK 78.6 million).
The large increase was due to the capitalisation of the
seven-year lease agreement for its new headquarters
in Oslo. Accounts receivable were NOK 107.8 million
(NOK 99.0 million), reflecting the revenue growth
seen at the end of 2023.
The Group’s equity at 31 December 2023 was NOK
47.9 million as compared to NOK 49.4 million at
the same point in 2022. This represents an equity
ratio of 16.1% as compared to 21.1% at the same
point in 2022. The equity ratio without the right-
of-use assets included under IFRS 16 was 21.5%
(24.1%). Long-term lease liabilities totalled NOK
63.6 million (NOK 20.4 million). Accounts payable
at 31 December 2023 were NOK 1.5 million higher
than at 31 December 2022. Public duties payable
were NOK 10.7 million higher than at the end of the
fourth quarter of 2022. Tax payable was NOK 0.7
million higher than at 31 December 2022. Contract
liabilities at 31 December 2023 were NOK 0.5
million lower at NOK 14.3 million and other current
liabilities were NOK 2.1 million higher at NOK 64.0
million. Other current liabilities were NOK 64.0
million (NOK 61.9 million).
Itera held 1,654,281 of its own shares with a market
value of NOK 19.9 million at the end of 2023, while at
the end of 2022 it held 1,611,602 own shares.
Financial risk
The Group is exposed to currency risk, liquidity 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 revenue and expenses associated with Itera’s
activities in the Nordic region are denominated in
Norwegian kroner (NOK), Danish kroner (DKK), Ice-
landic krona (ISK) and Swedish kronor (SEK). In addi-
tion, Itera has delivery centres in Ukraine, Slovakia,
Czech Republic, and Poland. The prevailing curren-
cies 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
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necessary to take further measures to reduce the
Group’s liquidity risk.
The Group has historically incurred very low losses on
receivables. This trend continued in 2023.
Business risk and quality leadership
The Group provides deliveries worldwide and has
offices in eight countries and fourteen locations
in Europe and assesses and manages risk at the
delivery, country and corporate level.
Itera closely monitors and manages country risks and
local financial and social regulations and develop-
ments, and has a zero-tolerance policy on corruption.
The company does not carry out any domestic activ-
ities in countries where the problem of corruption is
more present. Best practice data security procedures
and checks have been implemented at the Group
together with a legal framework that safeguards data
security and intellectual property across national
borders.
2023 was a year characterised by high inflation and
interest rates, with inflation significantly declining
towards the end of the year and interest rates having
(hopefully) reached their peak. These factors had a
noticeable impact on the economy in all markets, and
the IT services industry was hit by reduced growth
in demand and longer sales cycles. This has contin-
ued into 2024, and most IT service companies in
the Nordics have either slowed their pace of hiring
or even reduced their headcount. Simultaneously, IT
service companies have implemented cost-reduction
programs in an effort to uphold margins in a period
of lower billability for their staff. Itera has met the
challenges in the same way, although it has taken
a conscious decision to trade off short-term profit
optimisation with longer-term growth potential by
largely upholding its net number of employees. It has
done this based on the strong belief that the under-
lying demand for digitalization is strong and that the
market will return with strength in the not-so-distant
future.
Talent attraction and retention are a continual risk
that requires ongoing efforts to remediate. The avail-
ability of the skills we need is constantly evolving,
and we need to adapt to the changes. To mitigate this
risk, we expanded our geographical footprint, which
has helped us gain access to new talent. We have
also maintained our investment in employer branding
and improved our HR practices to enhance employee
satisfaction and retention. The way the market has
developed in general has also had a positive impact in
that it has eased the pressure in the people market.
Cyber security, data loss and privacy breaches repre-
sent ever-present risks that require constant vigi-
lance. In 2023, no major security event was recorded
at our company. Nevertheless, we continue to work
on improving our security and privacy controls. As
detailed above in our retrospective look at security
and privacy, we have implemented several measures
to enhance our security and privacy capabilities,
including risk-based access control, extended end-
point detection and response, and a privacy informa-
tion management system.
In late February 2022, Russia started a military
invasion of Ukraine, which is still ongoing at full
force. Itera’s first and foremost concern was and is to
facilitate the safeguarding of its employees and their
families (the Itera People First perspective). Itera
supported its employees’ relocation to the western
region of Ukraine into its Lviv office as well as to other
countries. Once they were safe, Itera’s employees
immediately focused on customer deliveries. Bar
the initial few days of the invasion, Itera’s Ukrainian
consultants have been able to maintain their services
to customers without any disruption or loss of quality.
Itera has robust business continuity plans that enable
it to act quickly in a state of emergency like this and to
minimise business disruption and this was success-
fully proven to be the case. As a further measure to
reduce business risk, Itera has opened new offices in
the Czech Republic and Poland as alternative delivery
centres to Ukraine. These actions enabled us to con-
tinue serving our customers while mitigating the risks
associated with the war. Itera is nonetheless fully
committed to continuing and eventually expanding its
operations in Ukraine.
The Norwegian krone traded at historically quite
low levels against the US dollar and the euro during
2023. This had a negative impact on the differen-
tial between the rates associated with Nordic and
distributed deliveries. However, the general shortage
of IT consultants in the Nordics and the fact more and
more customers are gaining first-hand experience of
working with distributed teams and are seeing how
effective this approach can be, led to a continued
increase in the demand for Itera’s acclaimed distrib-
uted delivery model.
Our quality management framework and associated
policies, processes and methods help Itera to achieve
high levels of customer satisfaction, employee
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engagement and profitable growth. Itera applies a
quality management framework that combines world-
class standards with its business models. Certifi-
cations and authorisations such as ISO 27001 and
BCR-P (Binding Corporate Rules for Processors) are
examples of this. Itera’s quality management team
conducts internal audits of compliance with and the
value of framework practices to continuously develop
the Group’s capabilities. Managing non-conformities
and quality improvement processes are part of Itera’s
approach to quality.
Organisation
The Group’s headcount at 31 December 2023 was
758 as compared to 698 at the end of 2022 for its
continuing operations. The average number of full-
time equivalent positions at the Group in 2023 was
741 as compared to 669 in 2022.
The proportion of Itera’s capacity that is located
in Central and Eastern Europe was 51% at the end
of 2023 as compared to 52% at the end of 2022.
The Group’s delivery centres in Ukraine, Slovakia,
Czechia, and Poland provide significant scalability of
high-quality employees in the still solid market for
digital business services.
Health, Safety and Environment (HSE)
Itera’s working environment is considered to be of the
highest standard across all its locations. Employee
engagement is measured regularly. The results and
feedback from these surveys are very good and fully
support our strategic direction to Grow People and be
a people-first company. Absence due to sickness in
2023 was 2.8%, which the Board considers very sat-
isfactory. No accidents or injuries occurred during the
year. Nine Ukrainian employees are currently drafted
into the armed forces. The Board considers the
working environment to be good. The Board wishes
to warmly thank everyone at Itera for their continued
hard work, passion and dedication to our customers
and our business in 2023, in what was a another try-
ing year for our fantastic Ukrainian employees.
Social responsibility
Itera recognises that it has a responsibility to the
society of which it is part and seeks to contribute to
the positive development of those areas of society
that are most related to its activities.
The Group’s ethical guidelines describe the standards
that apply to the Group’s relationships with cus-
tomers, suppliers, the public authorities and its own
employees.
Further information on Itera’s ethical guidelines – its
Code of Conduct – is available at www.itera.com/en/
investor-relations.
Corruption
Itera does not tolerate any form of corruption.
The Group is exposed through its nearshore activities
in Ukraine to a certain level of corruption risk as the
country has a low score on the Transparency Interna-
tional Corruption Index. Itera has therefore decided
to protect the Group from this risk by not delivering
services to the public or private sectors in Ukraine
where the problem of corruption is principally found,
and by only exporting its services to countries where
western business standards are the norm.
The Group has guidelines for all employees con-
cerning the acceptance of gifts and other benefits or
advantages. The Group’s ethical guidelines can be
consulted for further information.
Security and privacy
Underpinning the Itera Business Strategy and poli-
cies, the Group has implemented a security and pri-
vacy framework that applies to all business units and
subsidiaries. Security and privacy as subject matters
include privacy, data protection, information secu-
rity and cybersecurity. Itera’s security and privacy
framework forms the foundation for both its deliveries
to customers and its own operations. This applies to
all processes, practices, technology and organisa-
tional units, and the objective is to ensure compliance
with laws and regulations, policies and guidelines.
As part of our efforts to achieve compliance, Binding
Corporate Rules for Processors (BCR/P) and Standard
Contractual Clauses (SCCs) as mandated respectively
by Articles 47 of GDPR and Article 46(1) and Article
46 (2)(c) of Regulation (EU) 2016/679 have been
developed and approved by the local Supervisory
Authority. The BCR/P enable the transfer of custom-
ers’ personal data, while SCCs enable the transfer of
internal personal data for processing outside of the
EU/EEA, which in Itera’s case is to Ukraine.
2023 was a milestone for companies all over the
world as there was a collective focus on enhancing
security and privacy measures. Our company was
no exception. In this report, we will highlight the
significant achievements we made in security and
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
1919
privacy, supported and sponsored by the Board
ofDirectors.
Privacy has always been a top concern for Itera
given the sensitive data we handle. We updated our
Binding Corporate Rules for Processors and our EU
Standard Contractual Clauses to comply with the new
provisions mandated by the Court of Justice of the
European Union following the Schrems II ruling. This
was a critical step towards ensuring continued data
flows between our entities based in the EU/EEA and
our subsidiary in Ukraine. In addition, we kicked off a
company-wide implementation of a Privacy Infor-
mation Management System to help us manage and
protect the personal data we control and process.
Security is also a top priority for our company. The
Russian invasion of Ukraine made it crucial for us to
enhance our security capabilities in resilience and
recovery. To this end, we migrated and decommis-
sioned all local servers in Ukraine, implemented
remote asset wipe capabilities, and segregated our
networks. We also extended our endpoint detection
and response capabilities, implemented risk-based
access control, and created a Security Operations
Centre (SOC) to enable us to monitor and respond to
security threats proactively.
In addition, we deployed a company-wide risk man-
agement process and support tool, which will enable
us to identify and manage potential risks more effi-
ciently. Employee training is also essential to ensuring
compliance with security and privacy governance. To
this end, we provided theoretical training in security
and privacy best practices coupled with practical sim-
ulations for all our employees. This helped to increase
our security awareness and maturity level.
It is important to note that the measures and
achievements mentioned above are sponsored and
supported by the Board of Directors. We recognise
the importance of maintaining strong security and
privacy measures in order to protect our own as well
as our customers’ data and maintain their trust in
our organisation. Our unwavering commitment to our
goals has enabled the successful implementation of
these measures.
Itera’s nearshore activities are fully integrated with
its Nordic activities, and the entire Group therefore
follows the same procedures and ethical standards.
The Group operates a cloud-based infrastructure
with the CCoE (Cloud Centre of Excellence) as its
core infrastructure, enabling it to manage internal as
well as customer resources either within the CCoE
or in customer tenants. All cloud-based services and
resources are located within the EU/EEA in line with
laws, regulations and customer requirements.
Financial processes are carried out by a central func-
tion with teams located in Norway and Ukraine.
All employees that are part of the Group’s nearshore
activities have signed confidentiality agreements that
include undertakings in respect of data processing
and other security arrangements. There are also DPAs
and BCR/Ps among all Itera companies and locations.
Integrity and general legislation
Itera complies with the national legislation and regu-
lations of all the countries in which it operates. All its
employees are encouraged to disclose internally any
cases in which they have concerns with regard to the
Group’s integrity or where they are aware that laws
or regulations are being breached. Employees can
make such disclosures confidentially if they so wish,
and the Group will not take adverse action against
whistle-blowers, regardless of whether the content of
the disclosure is found to be true or false.
Human resources
Details of Itera’s approach to equality and diversity,
human rights and social responsibility can be found in
the 2023 Sustainability Report and the 2023 Human
Rights Due Diligence Summary Report (Transparency
Act) on the company’s website www.itera.com/en/
investor-relations.
Equality
Itera regards gender equality as important. We
believe that women and men should be given the
same remuneration and the same personal and
professional development opportunities. The Group
seeks to ensure employees of both genders are able
to combine their work and private lives, and therefore
offers maternity and paternity leave arrangements,
home office solutions and part-time positions to
support this.
32% of the Group’s employees in 2023 were women
as compared to 30% in 2022. The Group’s executive
management team consisted of three men and two
women in 2023. The shareholder-elected Board
members are two women and two men, while the
employee-elected representatives and observers are
two women and two men.
There are large differences in the proportion of
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women employed in the Group’s various areas of
expertise. The proportion of women is lower in tech-
nology-focused areas in development and operations,
while the proportion of women is higher in areas that
are more specialised in consultancy, communication,
content and testing. 74% of the parent company’s
employees are women. There is an uneven distribu-
tion of men and women in management positions.
The proportion of women in tech-focused roles in
Norway improved to 25% in 2023 from 18% in 2022.
The Group has a goal of improving the gender balance
in its management groups.
Diversity
Itera regards diversity at the Group as important
and seeks to recruit, develop and retain the best
employees regardless of gender, age, ethnicity
or disability. Itera strongly believes diversity and
inclusion make a difference for Itera, our customers
and society. The Group believes in all our individual
unique characteristics as the driving force for our
winning team that grows our customers and our
people. We believe a diverse culture is a sustainable
culture.
Itera’s diversity framework address diversity and
inclusion. Itera focuses on three high-level areas
of diversity and inclusion: ensuring representation
of diverse talents, enabling equality of opportunity
through fairness and transparency, and tackling
microaggressions and promoting multivariate diver-
sity. The Group’s ethical guidelines also serve to
promote diversity and prevent discrimination.
Human rights
Itera is committed to ensuring internationally
recognised human rights, such as those defined in
the United Nation’s Universal Declaration of Human
Rights and other UN conventions, are respected.
No one shall in any way contribute to an individual’s
human rights being breached or circumvented. The
Group places special emphasis on ensuring that
employees’ fundamental rights are respected. Itera
has operations in countries outside Nordic and con-
siders that the establishment of these workplaces has
contributed to increasing the living standards of its
employees in these countries.
Employee engagement
Itera does not measure employee satisfaction but
employee engagement, as we are of the view that
this is a strong indicator of employee wellbeing. Itera
regards understanding its employees as important
as this enables us to help them perform at their best
and drive positive business outcomes. The engage-
ment score is an overall indicator of how engaged our
employees are. Employee engagement is measured
monthly through a digital survey consisting of around
ten questions. Each employee gives his/her score and
feedback on a wide range of relevant topics, such as
his/her work-life balance, professional development,
workload and adherence to Itera’s values. Employees
are given the opportunity to share their opinion on
which areas and measures should be prioritised in
order to improve the results. Based on the input from
our employees, different levels of analysis are carried
out and different actions to improve engagement acti-
vated. Measures that are assumed to have an effect
on several parts of the organisation are implemented
under the guidance of the Group’s HR function. Meas-
ures that are more locally targeted are carried out by
the department in question under the direction of the
relevant manager.
The overall average engagement score of 8.5 from the
2023 surveys shows that employees find Itera a good
place to work. The score was at the same level as in
2022.
The engagement score is an overall indicator of how
engaged Itera’s employees are. It is an average of
scores given on a scale of 0 to 10 in response to the
questions below:
Engagement - How likely is it you would recommend
Itera as a place to work?
Loyalty - If you were offered the same job at another
organisation, how likely is it you would stay at Itera?
Satisfaction - Overall, how satisfied are you working
at Itera?
In 2023, Itera included a well-being index because
Itera believes that well-being at work starts with
prevention and understanding. By getting a holistic
view of the well-being of its employees, Itera can take
action to create a positive environment. The overall
health and well-being score of 8.6 means that Itera is
in the top 25% of technology industry companies in
relation to health and well-being.
Skills and expertise development
A world in constant evolution means that companies
need to constantly develop the education, knowledge
and skills of their employees to keep up. A high level
of skills and expertise is crucial to the Group’s com-
petitiveness. Itera works in a targeted way to develop
the skills and expertise of all its employees with
regards to our practice areas and capabilities as well
as our business framework, entrepreneurial culture,
sales and management. Our different training activi-
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2121
ties support the process of continuous improvement
throughout our employees’ careers at Itera.
For our employees to have the best opportunities
to further develop throughout their careers with us,
Itera has developed a solid framework for continuous
competence development called “Level Up”. Level Up
brings together activities, sources and resources that
are useful for our employees’ development. In 2023
Itera organised 130 events through Level Up. Every-
one was welcome at these events to learn something
new, share their knowledge and be part of interesting
discussions.
The Level Up framework was launched in Q1 2023
and will continue to develop with the company in the
coming years.
Environment
The Group has assessed the climate risk of its oper-
ations to be low. Itera’s activities only pollute the
external environment to a limited extent. The Group
nonetheless acknowledges the importance of min-
imising the negative impact of its operations on the
environment. Its environmental impact is principally a
result of its use of energy, business travel, IT equip-
ment and the waste created by its office activities.
Itera has a pronounced environmental policy that is
reflected across the entire organisation. The Group is
committed to operating its business activities in a way
that limits damage to the external environment. The
Group reports its climate impact in accordance with
the GHG Protocol in the direct and indirect emissions
categories. Its headquarters in Oslo are environmen-
tally certified (Eco-Lighthouse certification). Climate
initiatives includes hardware recycling schemes for
obsolete IT equipment, using and promoting video
meetings to reduce business travel to necessary trips,
and responsible waste management.
All employees have a duty to consider the environ-
mental impact of work-related activities and to favour
solutions, products and methods that impact the
environment as little as possible. Details of this can
be found in the Group’s Code of Conduct (https://
www.itera.com/en/ investor-relations).
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 1,654,281 own shares at the end of 2023.
The Group has five ongoing share options programs,
the last of which was issued in 2023. The exercise
prices for these programs range from NOK 11.46 per
share to NOK 13.91 per share. This compares to a
share price of NOK 12.05 at 31 December 2023.
Since 2017 Itera has run an annual Employee Share
Purchase Program for its Nordic employees 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 2.96 per share
(23.5%) for the 2023 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, 85 employees purchased a total of 177,941
shares through the offering in 2023. In addition,
an extended share purchase program was offered
to some key employees with the same terms and
conditions as the general program though with the
Company having an option to repurchase some of
the shares at market value less the original dis-
count should the employee terminate his or her
employment during the lock-in period. 31 employ-
ees acquired a total of 469,768 shares under this
program in 2023.
Itera had 2,063 shareholders at the close of 2023.
The 20 largest shareholders owned a combined total
of 74 % of the share capital.
An ordinary dividend of NOK 24.7 million was paid
in 2023 based on the Group’s 2022 results, which is
equivalent to NOK 0.30 per share. In addition, a sup-
plementary dividend of NOK 32.2 million (NOK 0.40
per share) was paid in November 2023. The Board of
Directors proposes the payment of an ordinary divi-
dend of NOK 0.40 per share based on the basis of the
Group’s 2023 results and will also request from the
General Meeting authorisation to pay an additional
dividend later in the year.
Corporate governance
Itera applies corporate governance that is based on
the requirements of the Norwegian Accounting Act
and the Norwegian Code of Practice for Corporate
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Content CEO comment Board of Directors Our results
22
Governance. The separate section on corporate
governance provides more information 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 Govern-
ance. The Board of Directors of Itera ASA held seven
board meetings in 2023.
The Board of Directors has two subcommittees,
namely the Audit Committee and the Compensation
Committee. The Audit Committee consists of two
board members and held five meetings in 2023. The
Compensation Committee consists of two board
members and held three meetings in 2023. The Com-
pensation Committee prepares matters and makes
recommendations to the Board regarding the CEO’s
remuneration. The Compensation Committee acts as
an advisory body for the CEO on compensation-re-
lated issues and other significant personnel questions
related to the executive management.
Further information on this area is provided in the
corporate governance report at the end of this report.
Directors’ and officers’ liability insur-
ance
Itera has signed a directors’ and officers’ liability
insurance agreement with Gjensidige covering the
Board of Directors and executive management. The
insurance will cover damages amounting to NOK 50
million for each incident and accumulated over the
insurance period (one year).
PARENT COMPANY
Financial results
Internal support processes and shared solutions 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
requirements, and they cover areas such as account-
ing/finance, HR, communication, marketing, security,
quality management, and internal IT. The parent com-
pany’s operating revenue of NOK 61.5 million (NOK
54.2 million) was related to sales of these services to
other Group companies.
The parent company’s operating result was a loss of
NOK 6.8 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 2023, the parent company received
group contributions and dividends totalling NOK 72.5
million (NOK 53.8 million). The parent company’s
profit before tax was NOK 63.7 million (NOK 45.8
million) and the profit after tax was NOK 63.5 million
(NOK 45.9 million).
Profit allocation
The Board of Directors proposes that the profit of
NOK 63,526k recorded by the parent company Itera
ASA is allocated as follows:
– NOK 32,875k to ordinary dividend
– NOK 32,875k to supplementary dividend paid in
– 2023
– NOK (2,223k) from other equity
The book value of the parent company’s investments
in the subsidiary companies is NOK 116.0 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 Norwe-
gian companies are also jointly VAT registered, 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 2023
was 22 as compared to 23 at the end of 2022. 16
of the 22 employees are women. Absence due to
sickness in 2023 was 3.5% as compared to 2.8% in
2022. No accidents or injuries occurred during the
year. The Board considers the working environment
to be good as supported by the company’s employee
satisfaction 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 2023 and its financial
position at the end of the year.
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Going concern assumption
In accordance with Section 3-3a of the Norwegian
Accounting Act, it is confirmed that the going con-
cern assumption is applicable and that the annual
accounts have been prepared on this basis. The
forecast for 2024 and the Group’s equity situation
and liquidity situation provide the basis for the going
concern assumption.
Outlook
These forward-looking statements reflect current
views about future events and are, by their nature,
subject to significant risks and uncertainties.
The company’s overall strategy of developing 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 bor-
ders in the Nordics and Central and Eastern Europe,
remains unchanged.
Itera will continue to invest in its expansion in
Sweden and Central and Eastern Europe to accom-
modate current and expected future demand, while
maintaining readiness to accelerate expansion in
Ukraine. Itera is utilising its strong relationships with
the Ukrainian authorities and senior management
teams in Nordic industries to enable the green tran-
sition through new industrial software solutions and
services as part of the rebuilding of Ukraine after the
invasion is over. There are several potential projects
under discussion.
The marketplace is still somewhat weaker than we
have experienced in recent years. However, as a
result of focused effort on more marketing activities
and Itera’s strong positioning in terms of its services
and capabilities, it now has a growing pipeline of
opportunities.
The business optimisation program that was
launched to mitigate the short-term impact of the
softer demand has progressed according to plan. The
program includes curbing discretionary spending,
reducing overhead structure, realigning recruitment
targets, increasing utilisation rates and strengthening
sales efforts.
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. Leveraging the substantial investment that it
has carried out in cloud and application services, Itera
expects to see a gradual improvement in its profitabil-
ity once the volume of migration and modernisation
engagements reaches critical mass.
Oslo, 27 April, 2023
The Board of Directors of Itera ASA
Morten Thorkildsen Marianne Killengreen Jan-Erik Karlsson
Chairman of the board Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Arne Mjøs
Chief Executive Officer
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
24
The Board of Directors and executive management of Itera ASA carry out
an annual review of the principles for corporate governance and how they
function within the Group. Itera provides here an account of its principles
and practice for corporate governance pursuant to Section 3-3b of the
Norwegian Accounting Act and the Norwegian Code of Practice for
Corporate Governance (NUES) as issued on 14October 2021.
Corporate governance
The Norwegian Code of Practice for Corpo-
rate 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 gov-
ernance ensure an appropriate division of
roles and good collaboration between the
company’s owners, its Board of Directors
and its executive management as well as
satisfactory control of its activities. 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
customers, 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-
financial incentives as important. Itera’s
management 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 busi-
ness 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 dif-
ference”. This applies to all the contexts in
which Itera is present; the aspiration 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
economic and social development the local
environments in which it operates.
The executive management and the board
conduct an annual review of the corporate
governance 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 recommendations, with
the exception of the deviations set out in
sections 6 and 14.
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Content CEO comment Board of Directors Our results
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2. Business
(No deviation from the Code)
Itera is a specialist in creating digital business,
with communication, technology and innovation as
the core competency tools. Itera delivers projects
and services in cross-functional teams to Nordic
organisations that see the instrumental contribution
that innovation, efficient communication and smart
utilisation of technology can make to achieving their
goals. Itera’s core sectors are banking and insur-
ance, energy and utility, public, healthcare, and the
service industry. The company’s Articles of Associa-
tion are available on its website.
The Board monitors the progress of the company’s
ESG strategy and its associated processes and
reporting. The Board includes these issues in its dis-
cussions relating to strategy, risk and performance.
The annual report contains details of the company’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 compet-
itive 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 ade-
quacy and providing shareholders with a reasonable
return. The company’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
investment/acquisition opportunities. The Annual
General Meeting approves the annual dividend
based on a proposal from the Board of Directors.
For 2023, the Board of Directors proposes the pay-
ment of an ordinary dividend of NOK 0.40 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 2023 if the
Group’s financial situation makes this possible.
At the Annual General Meeting in 2023, 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 authorisa-
tion is effective until 30 June 2024 and replaced
the authorisation approved by the Annual General
Meeting held on 24 May 2022. The Board is author-
ised to waive the preferential rights of shareholders
pursuant to Section 10-4 of the Norwegian Public
Limited Companies Act. The authorisation also cov-
ers 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 connec-
tion with mergers 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 of a face
value of NOK 0.30. The authorisation is effective
until 30 June 2024 and replaced the authorisation
granted at the Annual General Meeting held on 24
May 2022. The authorisation was used to buy back
958,722 shares in December 2023 for the purpose
of employee option and share purchase programs.
The Board of Directors as part of its preparations 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 authori-
sation must be clearly communicated at the Annual
General Meeting.
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Content CEO comment Board of Directors Our results
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4. Equal treatment of shareholders and
transactions with close associates (No
deviation from the Code)
The company is committed to treating all share-
holders equally. There is only one class of shares.
The Articles of Association do not impose any
restrictions on voting rights. Treating all sharehold-
ers equally is regarded as important. All information
liable to influence the company’s share price is
published through the Oslo Stock Exchange’s infor-
mation 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 exer-
cising 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 share-
holders, members of the Board, executive person-
nel or close associates of such parties.
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 Gen-
eral Meeting. The shares have no trading restric-
tions in the form of Board consent or ownership
limitations. The Articles of Association of Itera ASA
contain no restrictions on negotiability or voting
rights and all shares have equal rights.
According to the conditions in Share Purchase
Program offered to selected managers and key
personnel in 2021, 2022 and 2023, a three-year
lock-in period applies to ownership of the shares
purchased under this program. Itera has a buy-back
option of the shares in cases where the employee
terminates his or her employment with Itera within
the lock-in period. Itera considers that such trading
limitation does not cause disturbances in the mar-
ket due to limited scope and thus is not in violation
of 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 informa-
tion system and on the company’s website (www.
itera.com).
NUES recommends that the Annual General Meet-
ing should vote separately on each individual candi-
date for any corporate bodies towhich members are
elected. Itera’s practice isfor 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 regard its recommendation
for Board electives to be 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 General Meeting
issues the mandate for the work of the Nomination
Committee. The Nomination Committee nomi-
nates candidates for appointment to the Board of
Directors for consideration by the Annual General
Meeting. The nominations are required to pro-
vide relevant information about the candidates’
background and independence. The Nomination
Committee also makes proposals regarding the
remuneration paid to members of the Board. The
remuneration paid to the Nomination Committee is
determined by the Annual General Meeting.
The members of the Nomination Committee are Eli
Giske, Bjørn Wicklund and Kim-Kjetil Grøsland. No
Board members or Itera management employees
are members of the Nomination Committee.
The Nomination Committee publishes an invitation
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
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Content CEO comment Board of Directors Our results
2727
have a Board of between five and seven members.
The Board currently has seven members, five of
whom are elected by shareholders at the Annual
General Meeting. Itera’s employees are represented
by two employee electives and two observers. Forty
percent of the shareholder-elected board members
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 bal-
anced in terms of its members’ expertise, experi-
ence 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 representatives. The current
Board includes five members elected by sharehold-
ers at the company’s Annual General Meeting, and
its composition satisfies the independence require-
ments set out in the Norwegian Code of Practice for
Corporate Governance. No member of the executive
management is a member of the Board.
An overview of the board members’ share holding in
Itera is provided in the Remuneration Report avail-
able on itera.com. It’s also regularly updated in the
Investor Relations section on itera.com.
9. The Work of the Board of Directors
(No deviation from the Code)
Board Responsibilities
The board holds ultimate responsibility for formu-
lating and implementing the group’s strategy and
activities, encompassing organizational structure,
remuneration policy, and risk management. Addi-
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
28
tionally, the board is accountable for overall control
and supervision. The duties and obligations of the
board are determined by relevant legislation, the
articles of association of the parent company, and
mandates and instructions established by the gen-
eral meeting. These responsibilities can be catego-
rized 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 out-
lines its focus areas, which include developing the
group’s strategy and monitoring its implementation.
Furthermore, the board exercises supervision to
ensure the group’s achievement of business objec-
tives and effective risk management.
Significant or exceptional matters related to the
group’s activities are discussed during board meet-
ings. In 2023, a total of seven board meetings were
held with an attendance of 94%.
Board Instructions
In compliance with the Public Limited Companies
Act, the division of roles and responsibilities within
the board is formalized through a mandate that pro-
vides specific rules and guidelines for the board’s
decision-making process.
The chairperson is responsible for ensuring the
board’s efficient and proper functioning in accord-
ance with applicable legislation. Additionally, an
independent chairperson is appointed to lead
discussions on matters where the chair person is
disqualified or unable to attend.
Related Party Agreements
In accordance with the Public Limited Companies
Act, the board bears the responsibility of examin-
ing 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 awareness
of significant interests within the group to ensure
impartial and reliable decision-making. Directors
and the chief executive must abstain from partici-
pating in matters where they have a substantial per-
sonal 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 organizing board
work effectively and ensuring the board fulfills its
duties. The chief executive collaborates with the
chairperson in preparing matters for board consid-
eration. 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 Association. The
Committee has two members. Its mandate is to
supervise the company’s reporting procedures and
to assess the effectiveness of internal control and
risk management activities. The Audit Committee
is in regular contact with the auditor and ensures
the auditor is independent. The Audit Committee
reports to the Board. Members of the Board have
access to all relevant documentation 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 Remuneration Commit-
tee has two members – Jan-Erik Karlsson (chair)
and Morten Thorkildsen.
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 processes, both at
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Content CEO comment Board of Directors Our results
2929
Board level and by the Group’s executive manage-
ment. The Audit Committee monitors risk manage-
ment and internal control on behalf of the Board in
ways that are additional to the reports and discus-
sions on the issue at Board meetings.
Risk management
The Board is regularly updated on risk management
at its meetings, by routine financial reports and by
the reports produced by the executive manage-
ment 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 compa-
nies and must therefore have necessary knowledge
and understanding of their companies’ risk profiles,
so that these companies can be managed in a finan-
cially and administratively responsible way.
The CEO and CFO continually assess the financial
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 com-
pany, and whether optimal use is being made of
resources. The CEO and CFO carry out this work
in close cooperation with the management 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 planning 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 compa-
nies are responsible for ensuring there are appro-
priate 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 Communications
are organised as common Group Functions across
the Group. This ensures there is internal control
across the companies and across national borders.
The CFO and the Finance Manager are responsible
for continually assessing whether the accounting
routines are functioning as required, including con-
trolling reconciliations and analysing and monitoring
a range of KPIs. The reports produced by the sub-
sidiary companies are consolidated on a monthly
basis, and analyses are carried out as part of the
reporting process, with action taken as required.
Reporting is carried out using the Group’s standard
reporting template, with consolidation being carried
out using spreadsheets.
The CEO and CFO continually assess the financial
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 com-
pany, 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 partic-
ipate 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 recommenda-
tions 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 Nomina-
tion Committee is determined by the Annual Gen-
eral 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 Executive Remuneration Report
which forms a part of the annual report.
NUES recommends that members of Board of Direc-
tors should not participate in any incentive or share
option program. Employee-elected Board members
in Itera may be part of incentive and/or share option
programs in their capacity as employees. Inclusion
in such program may occur prior to or after the
employee’s election to the Board. Itera considers
such inclusion to be independent of and unrelated
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
30
to the employee’s Board position and thus not in
violation of the NUES recommendation.
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 remuner-
ation 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.
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
figures within seven weeks of the end of a quar-
ter. 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 manner.
The company maintains regular dialogue with
shareholders, analysts and other parties. The
company takes a cautious approach in its con-
tacts 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 equal
treatment of shareholders and will ensure
openness with respect to any potential takeover
of the company. In the event of a takeover bid
for Itera, the Board of Directors and executive
management 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 external
auditor. PwC audits all the companies in the
Group that are subject to statutory audit.
The auditor participates in all meetings of the
Audit and Sustainability Committee.
The auditor prepares reports for the Audit and
Sustainability Committee and the Board. These
reports include an audit plan, an assessment of
internal control at the company and a review of
significant accounting principles and estimates.
The auditor participates in the Board meeting
at which the annual accounts are considered.
The auditor participates in the Annual General
Meeting. Information about the fees paid to the
auditor can be found in the annual report.
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32
Contents
Itera Group
Consolidated statement of comprehensive income 33
Consolidated statement of financial position 34
Consolidated statement of cash flows 36
Consolidated statement of changes in equity 37
Corporate information and basis of preparation 38
Summary of significant accounting policies 38
Note 1. Overview of subsidiaries 42
Note 2. Segments and geographical information 42
Note 3. Salaries and personnel costs 44
Note 4. Share-based remuneration 44
Note 5. Executive remuneration 46
Note 6. Pension 46
Note 7. Other operating expenses 46
Note 8. Financial income and expenses 47
Note 9. Taxes 47
Note 10. Earnings and diluted earnings per share 48
Note 11. Non-current assets 48
Note 12. Right-of-use assets and lease liabilities 52
Note 13. Contract assets, contract costs and contract liabilities 54
Note 14. Accounts receivable 55
Note 15. Financial assets and financial liabilities 55
Note 16. Other current assets 56
Note 17. Cash and cash equivalents 56
Note 18. Shareholders 57
Note 19. Long-term interestbearing debt 58
Note 20. Other current liabilities 58
Note 21. Exchange rates 58
Note 22. Financial risk management 59
Note 23. Transactions with related parties 60
Note 24. Discontinued operations 60
Note 25. Subsequent events 61
Note 26. Alternative performance measures 62
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Content CEO comment Board of Directors Our results
33
Consolidated statement of
comprehensive income
Itera Group 1 January – 31 December
NOK 1 000, except earnings per share
Continuing operations Note 2023 2022
Revenues 2 871 581 735 840
Cost of hired consultants and hardware 57 902 51 687
Salaries and personnel expenses 3,4,5,6 634 359 515 118
Depreciation and amortisation 11,12 32 299 31 753
Other operating and administrative expenses 7,5 68 667 60 063
Total operating expenses 793 228 658 622
Operating profit 78 353 77 218
Financial income 8 2 266 2 016
Financial expense 8 3 918 (1 254 )
Agio (disagio) 8 (1 288 ) 225
Net financial income (expenses) (2 941 ) 987
Profit before taxes 75 412 78 206
Income taxes 9 18 722 16 777
Net income from continuing operations 56 690 61 429
Net income from discontinued operations 24 - (10 438 )
Net income 56 690 50 990
Total income attributable to:
Shareholders in parent company 56 690 50 990
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Other comprehensive income
Translation differences on net investment in foreign operations (346 ) 440
Total comprehensive income 56 344 51 430
Total comprehensive income attributable to:
Shareholders in parent company 56 344 51 430
Earnings per share 10 0.70 0.63
Diluted earnings per share 10 0.70 0.63
Earnings per share (continuing operations) 10 0.70 0.76
Diluted earnings per share (continuing operations) 10 0.70 0.76
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Content CEO comment Board of Directors Our results
34
Consolidated statement
of financial position
Itera Group 31 December
NOK 1 000
Note 2023 2022
ASSETS
Deferred tax assets 9 2 630 4 388
Intangible assets 11,12 31 127 33 185
Right of use assets 12 74 582 28 271
Property, plant and equipment 11 16 213 12 790
Total non-current assets 124 552 78 634
Current assets
Contract costs 13 - 1 345
Contract assets 13 3 452 225
Accounts receivable 14,15 107 770 98 971
Other current assets 16 13 193 12 661
Cash and cash equivalents 15,17 49 209 41 934
Total current assets 173 623 155 136
Total assets 298 175 233 771
EQUITY AND LIABILITIES
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35
Consolidated statement
of financial position
Itera Group 31 December
NOK 1 000
Note 2023 2022
Equity
Share capital 18 24 656 24 656
Other equity 23 231 24 786
Total equity 47 887 49 442
Other provisions and liabilities 759 1 304
Long-term interest bearing debt 19 3 750 -
Lease liabilities - non-current 12,15 63 613 20 420
Total non-current liabilities 68 122 21 724
Accounts payable 15 18 288 16 760
Tax payable 9 12 183 12 112
Public fees payable 58 503 47 828
Lease liabilities - current 12,15 13 874 9 175
Contract liabilities 13 14 292 14 840
Current portion of long term debt 19 1 000 -
Other current liabilities 12, 20 64 026 61 891
Total current liabilities 182 165 162 606
Total liabilities 250 288 184 330
Total equity and liabilities 298 175 233 771
Oslo, 24 April, 2024
The Board of Directors of Itera ASA
Åshild Hanne Larsen Helge Leiro Baastad Jan-Erik Karlsson
Board member Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Morten Thorkildsen Arne Mjøs
Chairman of the board Chief Executive Officer
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36
Consolidated statement
of cash flows
Itera Group 1 January – 31 December
NOK 1 000
Continuing operations Note 2023 2022
Profit before taxes 75 412 78 206
Income taxes paid 9 (11 848 ) (7 980 )
(Profit)/loss from sale of assets (313 ) -
Depreciation and amortisation 11 32 299 31 753
Share option costs 1 655 1 454
Change in contract assets (3 227 ) 895
Change in accounts receivable 14 (8 799 ) (23 348 )
Change in accounts payable 1 529 (816 )
Change in other accruals 7 025 7 742
Effect of changes in exchange rates (345 ) 1 382
Net cash flow from operating activities 93 387 89 288
- Net cash flow from operating activities incl. discontinued operations 24 - 76 028
Sale of fixed assets 11 357 -
Investment in fixed assets 11 (10 908 ) (6 503 )
Investment in intangible assets 11 (8 870 ) (9 773 )
Net cash flow from investing activities (19 421 ) (16 277 )
- Net cash flow from investing activities incl. discontinued operations 24 - (15 222 )
Purchase of own shares (11 873 ) (9 086 )
Sale of own shares 6 237 6 559
Cash settlement of options contract 2 943 -
Equity settlement of options contract - -
Principal repayments of lease payments and interest 12 (12 885 ) (14 556 )
Instalment of sublease receivable - 1 750
Long term borrowings 19 4 750 -
Dividends paid to equity holders of Itera ASA (56 860 ) (40 451 )
Net cash flow from financing activities (67 688 ) (55 784 )
- Net cash flow from financing activities incl. discontinued operations 24 - (56 766 )
Effects of exchange rate changes on cash and cash equivalents 997 437
Net change in cash and cash equivalents from continuing operations 7 276 17 664
Net change in cash and cash equivalents incuding discontinued operations - 4 478
Cash and cash equivalents as of 1 January 41 934 37 457
Cash and cash equivalents as of 31 December 49 209 41 934
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37
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
translation
differences
Other
equity
Total
equity
Equity as of 1 January 2022 24 655 (492 ) (32 811 ) 820 47 362 39 536
Net income for the period - - - - 50 990 50 990
Other comprehensive income for the period - - - 440 - 440
Share option costs - - 1 454 - - 1 454
Cash settlement of options contract - - - - - -
Equity settlement of options contract - - - - - -
Purchase of own shares 18 - (197 ) (8 890 ) - - (9 086 )
Sale of own shares 4 - 204 6 355 - - 6 559
Dividends - - - - (40 451 ) (40 451 )
Equity as of 31 December 2022 24 655 (484 ) (33 892 ) 1 260 57 900 49 442
Net income for the period
Other comprehensive income for the period
(346 )
Share option costs
Cash settlement of options contract
Equity settlement of options contract
Purchase of own shares
18 - (292 ) (11 581 ) - -
(11 873 )
Sale of own shares
4 - 194 6 043 - -
Dividends
(56 860 )
Equity as of 31 December 2023 24 655 (497 ) (34 918 ) 914 57 729 47 887
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38
Corporate
information and
ANNUAL REPORT 2023
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39
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2023
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40
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2023
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41
Summary of
significant account-
ing policies, cont.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
42
Note
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
43
Note
2.
Segments and geographical information, cont.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
44
Note
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
45
Note
4.
Share-based remuneration, cont.
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Content CEO comment Board of Directors Our results
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ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
47
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
48
Tangible fixed assets are recognised at acquisition cost, less accumulated depreciation and
accumulated impairment losses. Acquisition cost includes expenses directly attributable to
purchasing 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 dismantling 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.
11.
Non-current assets
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49
Intangible assets
Intangible assets (capitalised development costs) are primarily related to the development of
new concepts. These concepts are primarily related to contracts with fixed future income.
Research and 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 commercially viable, the future economic benefits are likely, and the Group
intends and has sufficient resources to complete its development as well as to sell or make
use of it. Capitalised expenses include costs for materials, direct salary costs, and directly
attributable overhead costs. Other development costs are expensed as incurred. Capitalised
development expenditure is carried at cost minus amortisation and impairment.
Intangible assets not yet in use are tested for impairment annually or more often if indicators
of impairment exist, whereas other assets are tested for impairment when circumstances
indicate there may be a potential impairment.
For Itera’s intangible assets, factors that could indicate impairment are the following:
1. significant underperformance relative to historical or projected future operating results.
2. significant changes in the use of the assets or the strategy for the overall business.
3. including assets that are decided to be phased out or replaced.
4. significant loss of market share and significant cost overruns in the development of assets.
No indications of intangible asset impairment have been identified during the current report-
ing period based on management’s evaluation of abovementioned conditions. The company’s
intangible assets remain economically viable, and their value has not significantly declined.
In 2023, costs of NOK 8.8 million (NOK 9.7 million) incurred in connection with the develop-
ment 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.
Intangible assets are assigned a useful life of 5 years, representing the anticipated period of
economic benefit to the company.
Note
11.
Non-current assets,
cont.
ANNUAL REPORT 2023
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50
2023
NOK 1 000
Development
costs Software Sum
Acquisition cost
Accumulated 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
Amortisation
Accumulated at 1 January 37 082 2 974 40 056
Amortisation for the year 10 630 299 10 928
Amortisation on disposals in the year - - -
Other changes - - -
Accumulated at 31 December 47 712 3 272 50 984
Book value
Book value at 1 January 32 670 515 33 185
Book value at 31 December 30 852 274 31 127
Estimated useful life 3-5 years 3-5 years
Amortisation plan linear linear
2022
NOK 1 000
Development
costs Software Sum
Acquisition cost
Accumulated at 1 January 60 095 4 698 64 793
Additions 9 657 117 9 773
Disposals - (1 325) (1 325)
Translation differences - - -
Accumulated at 31 December 69 752 3 489 73 241
Amortisation
Accumulated at 1 January 26 418 3 545 29 963
Amortisation for the year 10 664 314 10 978
Amortisation for the year related to disc.op. - 116 116
Amortisation on disposals in the year - (1 002) (1 002)
Other changes - - -
Accumulated at 31 December 37 082 2 974 40 056
Book value
Book value at 1 January 33 675 1 154 34 826
Book value at 31 December 32 670 515 33 185
Estimated useful life 3-5 years 3-5 years
Amortisation plan linear linear
Note
11.
Non-current assets,
cont.
ANNUAL REPORT 2023
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51
Note
11.
Non-current assets,
cont.
Property, plant and equipment
2023
NOK 1 000
Office
machinery &
equipment
Fixtures and
fittings Sum
Acquisition cost
Accumulated at 1 January 34 384 7 676 42 061
Additions 8 442 2 467 11 908
Disposals (5 068) (2 884) (7 952)
Translation differences 273 63 335
Accumulated at 31 December 38 030 7 322 45 353
Depreciation
Accumulated 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 value
Book 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
2022
NOK 1 000
Office
machinery &
equipment
Fixtures and
fittings Sum
Acquisition cost
Accumulated at 1 January 34 775 7 715 42 490
Additions 5 682 822 6 503
Disposals (5 217) (567) (5 785)
Translation differences (855) (293) (1 148)
Accumulated at 31 December 34 384 7 676 42 061
Depreciation
Accumulated at 1 January 22 719 4 041 26 760
Depreciation 6 169 1 503 7 672
Depreciation on disposals (4 049) (445) (4 493)
Translation differences (492) (177) (669)
Accumulated at 31 December 24 348 4 922 29 270
Book value
Book value at 1 January 12 056 3 674 15 729
Book value at 31 December 10 036 2 755 12 790
Estimated useful life 3–5 years 5–7 years
Depreciation plan linear linear
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52
Note
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Content CEO comment Board of Directors Our results
53
Note
12.
Right-of-use assets
and lease liabilities,
cont.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
54
Note
12.
Right-of-use assets
and lease liabilities,
cont.
Note
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
55
NOK 1 000 2023 2022
Gross accounts receivable at 31 Dec 107 770 98 971
Provision for bad debts - -
Net accounts receivable at 31 Dec 107 770 98 971
Aging of receivables Total Not due < 30 days
30–60
days
60–90
days > 90 days
Accounts receivable 2023 107 770 72 591 28 767 1 660 1 415 3 337
Accounts receivable 2022 98 971 78 513 15 935 1 606 252 2 665
Accounts receivable by currency 2023 % 2022 %
NOK 84 024 78% 78 809 79%
SEK 136 0% - 0%
DKK 8 367 8% 15 349 16%
UAH 205 0% 435 0%
EUR - 0% 36 0%
ISK 15 037 14% 4 342 4%
Sum 107 770 100% 98 971 100%
Change in provisions for bad debts
NOK 1 000 2023 2022
Provision for bad debts at 1 Jan - (150)
Additional provisions - 150
Used provisions (29) -
Provision for bad debts at 31 Dec (29) -
Losses on accounts receivable are classified as operating expenses in the Consolidated
Income Statement. A loss of NOK 28.9k was recognised in 2023, NOK 0.7k in 2022. Maximum
credit risk is equivalent to the figure for net accounts receivable shown in the table above.
14.
Accounts receivable
Note
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Note
ANNUAL REPORT 2023
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ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
58
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
59
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
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Note
Note
22.
Financial risk
management, cont.
ANNUAL REPORT 2023
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61
Note
24.
Discontinued
operations, cont.
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In accordance with the guidelines issued by the European Securities and Markets Authority
on alternative performance measures (APMs), Itera publishes definitions for the alterna-
tive performance measures used by the company. Alternative performance measures, i.e.
performance measures not based on financial reporting standards, provide the company’s
management, investors and other external users with additional 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 margin and equity ratio as alternative 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 external parties.
EBITDA is short for earnings before interest, tax, depreciation and amortisation. It is calcu-
lated as profit for the period before (i) tax expense, (ii) financial income and expenses and (iii)
depreciation 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 proportion of operating revenue.
Equity ratio is calculated as total equity as a proportion of total equity and liabilities.
NIBD/EBITDA ratio is calculated as the interest-bearing liabilities minus cash or cash equiva-
lents, divided by its EBITDA.
Non-recurring costs relate to costs and provisions incurred to optimise the cost base. Adjusted
EBITDA, Adjusted EBIT and corresponding margins are used to depict such figures excluding
the non-recurring costs.
Note
26.
Alternative perfor-
mance measures
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63
Contents
Itera ASA
Income statement 67
Statement of financial position 68
Statement of cash flows 70
General information and significant accounting principles 71
Note 1. Transactions with related parties 73
Note 2. Salaries, personnel expenses and other remuneration 73
Note 3. Pension 73
Note 4. Share-based remuneration 74
Note 5. Non-current assets 74
Note 6. Income from investments in subsidiaries 75
Note 7. Income taxes 75
Note 8. Shares in subsidiaries 76
Note 9. Balances between companies in the same group, including cash pool 76
Note 10. Restricted deposits 77
Note 11. Additional equity information 77
Note 12. Long term debt xx
Note 13. Public taxes and duties payable 78
Note 14. Financial risk management 78
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64
Income statement
Itera ASA 1 January – 31 December
NOK 1 000 Note 2023 2022
Sales revenue 1 61 149 54 183
Other revenue 357
Operating revenue 61 506 54 183
Salaries and personnel expenses 2,3,4 35 245 31 953
Depreciation and amortisation 5 1 269 1 194
Other operating expenses 2 31 835 27 837
Total operating expenses 68 349 60 984
Operating profit (loss) (6 843) (6 801)
Income from investments in subsidiaries 6 72 502 53 844
Interest income from companies in the same group 291 191
Other financial income 1 806 317
Interest expense to companies in the same group 3 733 1 152
Other financial expense 361 573
Agio (disagio)
Net financial income 70 505 52 627
Profit before income tax 63 663 45 826
Income taxes 7 137 (47)
Net profit for the year 63 526 45 873
Allocation of profit/loss:
To supplemental dividend 11 32 875 24 656
To ordinary dividend 11 32 875 24 656
To/from other equity 11 (2 223) (3 439)
Total allocation 63 527 45 873
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Statement of financial position
Itera ASA 31 December
NOK 1 000 Note 2023 2022
ASSETS
Deferred tax assets 7 238 375
Intangible assets 5 168 363
Property, plant and equipment 5 3 617 927
Investment in subsidiaries 8 116 041 116 041
Total non-current assets 120 064 117 706
Receivables from group companies 9 10 338 9 085
Other receivables 4 224 5 460
Cash and cash equivalents 9, 10 29 220 19 982
Total current assets 43 781 34 527
TOTAL ASSETS 163 845 152 233
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Statement of financial position
Itera ASA 31 December
NOK 1 000 Note 2023 2022
EQUITY AND LIABILITIES
Share capital 11 24 656 24 656
Other paid-in capital 11 19 632 13 229
Own shares 11 (496) (483)
Total paid-in capital 43 792 37 402
Other equity 11 16 491 26 632
Total retained earnings 16 491 26 632
Total equity 60 282 64 033
Long term debt 12 4 750 -
Total long term liabilities 4 750 -
Accounts payable 3 613 3 727
Tax payable 7 - -
Public fees payable 13 25 065 22 212
Liabilities to group companies 9 32 726 31 922
Proposed dividend 11 32 875 24 656
Other current liabilities 4 534 5 684
Total current liabilities 98 813 88 201
Total liabilities 103 563 88 201
TOTAL EQUITY AND LIABILITIES 163 845 152 233
Oslo, 24 April, 2024
The Board of Directors of Itera ASA
Åshild Hanne Larsen Helge Leiro Baastad Jan-Erik Karlsson
Board member Board member Board member
Gyrid Skalleberg Ingerø Siren Tønnesen Hans Joachim Trøbråten
Board member Board member Board member
(Employee elected) (Employee elected)
Morten Thorkildsen Arne Mjøs
Chairman of the board Chief Executive Officer
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67
Statement of cash flows
Itera ASA 1 January – 31 December
NOK 1 000 Note 2023 2022
Cash flow from operating activities
Profit before tax 63 663 45 826
Dividend and group contribution recognised but not paid 6 (72 502) (53 844)
Share option costs 495 333
Depreciation and amortisation 5 1 269 1 194
Change in accounts payable (114) 302
Change in other accruals (37) (856)
Net cash flow from operating activities (7 226) (7 045)
Cash flow from investment activities
Sale of fixed assets 357 -
Purchases of property, plant and equipment and intangible assets 5 (3 808) (137)
Payments from group contributions and dividends from subsidiaries 54 130 46 937
Payments of liabilities to group companies - (1 114)
Payments of receivables from group companies - 927
Net cash flow from investment activities 50 679 46 613
Cash flow from financing activities
Net change in group cash pool 20 587 144
Cash settlement of options contract 11 - -
Equity settlement of options contract 11 2 943 -
Payments for purchases of own shares 11 (11 873) (9 086)
Proceeds from sales of own shares 11 6 237 6 559
Long term borrowings 12 4 750 -
Dividend paid (56 860) (40 451)
Net cash flow from financing activities (34 216) (42 835)
Net change in cash and cash equivalents 9 236 (3 267)
Cash and cash equivalents as at 1 January 19 982 23 249
Cash and cash equivalents as at 31 December 29 219 19 982
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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 judgments, 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 subsidiaries 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 cur-
rencies 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 pres-
entation 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 reduc-
tion in equity, net of any tax effects. When the Company sells or reissues it own shares, the
consideration received is recognised as an increase in equity, and gains or losses arising from
such transactions 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 accumulated depreciation and accu-
mulated 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.
ANNUAL REPORT 2023
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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 individual 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 contributions 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 subscribe 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 subscription 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.
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 investments and group contribu-
tions 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 recog-
nised 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 differences 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 eliminated
and tax losses that are to be carried forward are recognised on the basis of expected future
earnings.
General
information
and significant
accounting
principles, cont.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
70
Itera has structured internal support processes in the areas of accounting/finance, HR,
internal IT, QA, Security and communication as Group Functions. These functions are part of
Itera ASA and work with subsidiaries. The parent company invoices these subsidiaries on a
cost-plus model. In 2023 Itera ASA invoiced NOK 61.1 million (NOK 54.2 million) in respect
of these services. See note 1 in the consolidated financial statement for an overview of the
ownership structure.
NOK 1000
2023
2022
Salaries 28 921 26 029
Share option costs 12 333
Social security tax 4 126 3 304
Pension costs 1 210 974
Other personnel costs 976 1 313
Total salaries and personnel expenses 35 245 31 953
Average number of employees
23
23
For information on salaries and other remuneration of the executive management refer to the
Remuneration Report.
Auditor
Analysis of remuneration paid to the auditor:
2023 2022
Statutory audit 458 506
Tax advice - -
Other services 18 29
Total fees paid to the auditor 476 535
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 2023 (NOK 974k). The
Company’s pension scheme complies with the Norwegian Mandatory Occupational Pension
Act (OTP).
Note
Note
1.
Transactions with
related parties
Note
2.
Salaries, personnel
expenses and other
remuneration
Note
3.
Pensions
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
71
Share option costs (including employer’s social security contributions) of NOK 479k were
expensed in 2023 (NOK 326k in 2022). See note 4 in the consolidated financial statements for
further information on share-based remuneration.
Note
4.
Share-based
remuneraton
Pro-
gramme
Out-
standing
31.12.
2022
Issued
2023
Expired in
2023
Exercised
in
2023
Out-
standing
31.12.
2023
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 11.46 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 2.34 NOK 12.95 NOK 12.95 22.06.2022 2026
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.
Programme No. of share options Interest rate Volatility Lifetime
2020 120 000 0.28% 43.2% 4 years
2021 130 000 1.06% 41.7% 4 years
2022 120 000 3.20% 44.2% 4 years
Total 370 000
NOK 1 000
Research
and
develop-
ment
Soft-
ware
Total
intan-
gible
assets
Office
machin-
ery &
equip-
ment
Fixtures
and
fittings
Total
property,
plant and
equip-
ment
Total
non-
current
assets
Acquisition cost
Accumulated at 1 January 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 1 918 1 470 3 388 5 524 1 906 7 430 10 818
Depreciation and
amortisation
Accumulated at 1 January 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 amortisa-
tion on disposals - - - (52) (2 827) (2 879) (2 879)
Accumulated at 31
December 1 918 1 302 3 220 2 728 1 085 3 813 7 033
Book value
Book value at 1 January
- 363 363 567 360 927
1 290
Book value at 31 December - 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
Note
5.
Non-current assets
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
72
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 33 000 3 178 36 178
Itera Offshoring Services AS 9 000 - 9 000
Compendia AS 5 000 - 5 000
Itera Aps 12 066 - 12 066
Cicero Consulting AS - 5 777 5 777
Itera ehf 4 482 - 4 482
Total income from investment in subsidiaries 63 548 8 955 72 502
NOK 1 000 2023 2022
Tax expense for the year
Current tax on profit for the year - -
Change in deferred tax 137 (47)
Total tax expense for the year 137 (47)
Tax payable
Profit before tax 63 663 45 826
Permanent differences (63 039) (46 039)
Change in temporary differences (625) -
Utilisation of losses carried forward - -
Basis for current tax, taxable revenue - (213)
Tax payable in the balance sheet - -
Specification of the basis for deferred tax
Fixed assets (1 071) (1 680)
Other temporary differences (9) (24)
Total temporary differences (1 080) (1 705)
Losses carried forward - -
Basis for deferred tax (1 080) (1 705)
Deferred tax asset (-) / Deferred tax liability (+) (238) (375)
Reconciliation from nominal to effective tax rate
Expected tax at nominal corporation tax rate of 22% 14 006 10 082
Effect of permanent differences (22%) (13 868) (10 129)
Effect of change in the tax rate on calculation of deferred tax asset 0 (0)
Tax charge in the income statement 137 (47)
Note
6.
Income
from investments in
subsidiaries
Note
7.
Income
taxes
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
73
Receivables from Group companies
NOK 1 000
Company name 2023 2022
Itera Norge AS 4 045 3 620
Itera ApS 192 893
Cicero Consulting AS 28 41
Compendia AS 227 182
Itera Offshoring Services AS 1 521 1 218
Itera Sverige AB 53 -
Itera ehf 4 271 3 131
Total 10 338 9 085
Receivables from group companies consist of group accounts receivables, receivables from
group companies relating to the group’s joint value added tax registration (see Note 12).
Liabilities to Group companies
NOK 1 000
Company name 2023 2022
Itera Norge AS 4 521 6 773
Compendia AS 4 267 5 019
Cicero Consulting AS 11 509 10 315
Itera ApS 3 757 -
Itera Offshoring Services AS 8 671 9 815
Itera ehf - -
Total 32 726 31 922
Liabilities to group companies consist of bank deposits held by subsidiaries in 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.
Note
9.
Balances between
companies in the
same group,
including cash pool
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 2023
Equity in
2023
Itera Norge AS Oslo 1 000 100% 51 713 - 51 713 34 478 30 588
Itera Offshoring Services AS Oslo 200 100% 7 500 - 7 500 6 381 10 685
Cicero Consulting AS Oslo 200 100% 16 474 - 16 474 4 520 10 234
Compendia AS Bryne 182 100% 14 475 - 14 475 5 524 7 249
Itera ApS Copenhagen 1 424 100% 16 717 - 16 717 11 447 4 689
Itera ehf Reykjavik 34 100% 34 - 34 5 730 3 421
Itera Consulting Group Ukraine,
LLC Kyiv 7 125 100% 9 127 - 9 127 (297) 6 792
Total 116 041 - 116 041 67 783 73 657
1) Itera Sverige AB is owned by Itera Norge AS, with book value of NOK 1.3 million.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
74
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 subsidiaries. The figures reported for bank deposits held by
Itera ASA in the balance sheet include deposits paid into the cash pool by the subsidiaries,
which are netted against the parent company’s drawings. The bank deposits held by the sub-
sidiaries in the cash pool are reported in the parent company accounts as liabilities to group
companies.
Itera ASA holds NOK 29.2 million (20.0 million) in cash and bank deposits, of which NOK 1.1
million (NOK 1.0 million) is on restricted accounts for payment of payroll tax deductions.
NOK 1 000
Share
capital
Own
shares
Other
paid-in
capital
Other
equity
Total
equity
Equity at 01 January 2022 24 656 (491) 7 166 37 694 69 025
Net income for the period - - - (7 478) 45 873
Share option costs - - 333 - 333
Employee share purchase programme - 204 6 355 - 6 559
Purchase of own shares - (197) (625) (8 265) (9 086)
Equity settlement of options contract - - - - -
Ordinary dividend - - - (24 656) (24 656)
Supplementary dividend - - - (24 656) (24 656)
Dividend own shares - - - 642 642
Equity at 31 December 2022 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 programme - 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
See note 4 and 18 in the consolidated financial statements for further information on share-
based remuneration and share capital.
Note
10.
Restricted deposits
Note
11.
Additional equity
information
Note
9.
Balances between
companies in the
same group,
including cash pool,
cont.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
75
During the year, 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: 5 million NOK
3. Interest Rate: NIBOR 3 months + 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 balance sheet. The remaining debt
at 31.12.31 is 4,750k, and interest paid during 2023 was 51k.
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.
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 liabilities for speculative purposes. See note 22 to the
group accounts for further information on financial risk management.
Note
12.
Long term debt
Note
13.
Public taxes and
duties payable
Note
14.
Financial risk
management
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
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 2023 calendar year and as at 31 December 2023 (2023
Annual Report).
We confirm that, to the best of our knowledge:
• The consolidated accounts have been prepared in accordance with the IFRS and related interpreta-
tions as approved by the EU and with the additional Norwegian disclosure requirements pursuant to
the Norwegian Accounting Act as in effect at 31 December 2023.
• The annual accounts of the parent company have been prepared in accordance with the Norwegian
Accounting Act and Norwegian Generally Accepted Accounting Principles as in effect at 31 December
2023.
• The annual report of the group and the parent company, including the statements on corporate govern-
ance 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
2023.
• 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 2023.
• The annual report of the group and the parent company provides 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
Oslo, 24 April 2024
The Board of Directors and the CEO of Itera ASA
Statement by the Board
of directors and the CEO
Morten Thorkildsen Helge Leiro Baastad Jan-Erik Karlsson
Chairman of the board Board member Board member
Gyrid Skalleberg Ingerø Åshild Hanne Larsen Siren Tønnesen
Board member Board member Board member
Hans Joachim Trøbråten Arne Mjøs
Board member Chief Executive Officer
76
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
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 as at 31 December 2023, 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 2023, the statement of comprehensive
income, statement of changes in equity and statement of cash flows for the year 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 2023, and its financial performance and its cash flows 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 2023, 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 the Company for 6 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.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
2 / 4
Key Audit Matters
How our audit addressed the Key Audit Matter
Recognition of Revenue
The Group’s revenue for the year ended 31
December 2023 amounted to NOK 871 581
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, and
because recognition of revenue sometimes is
complex.
Refer to note 2 to the consolidated financial
statements, and the summary of significant
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. Based 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.
We assessed and found the relevant disclosures
about revenue recognition 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 other information accompanying the financial statements. The other
information compromises information in the annual report, but does not include the financial statements and
our auditors 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 appear 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 Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
3 / 4
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.
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.
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
4 / 4
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 5967007LIEEXZXFZFK03-2023-12-31-en, 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
Oslo, 24 April 2024
PricewaterhouseCoopers AS
Jone Bauge
State Authorised Public Accountant
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
The objective of Itera ASA (the Company) is to ensure its shareholders a competitive return in the form
of dividends and higher share price in comparison with alternative investments.
Shareholder policy
Itera endeavours to ensure shareholders a competitive 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 equally treatment of the shareholders shall contribute to increased share-
holder 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 con-
cerning 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
Company’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 organization
number at the Norwegian Brønnøysund Regis¬ter Centre is NO 980 250 547.
Share capital
Itera ASA’s share capital at 31 December 2023 was NOK 24,655,987.20 made up of 82,186,624 fully
paid shares each with nominal value of NOK 0.30.
All shares have the same voting rights at the General Meeting.
Shareholders
As of 31 December 2023, Itera had 2,063 (2,042) shareholders. At year-end, 7% (6%) of the Company’s
shares were owned by foreign investors. The Company’s twenty largest investors owned 74% (73%) of
the Company’s shares.
Dividend
During 2023, dividends of NOK 0.70 (0.50) per share were paid, for a total of NOK 56.9 (41.1) million.
Share price
The Itera share price opened the year at NOK 13.20 and closed at NOK 12.05, corresponding to a
change of -9%, or -3% including dividend payments in the period. The highest share price during the
year was NOK 16.05 and the lowest price was NOK 10.60. Itera had a market value corresponding to
MNOK 990 (1,085) million at 31 December 2023.
Share option schemes
The Company has established option programmes for key personnel. Current share option programmes
were implemented in 2020, 2021, 2022 and 2023. There were 2,736,666 outstanding share options at
year-end. Reference is also made to Note 4 to the Consolidated Financial Statements.
Major shareholders
For major shareholders, see note 18 in the consolidated accounts.
Shares and shareholders
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
Revenue
EBITDA
EBIT
0
100
200
300
400
500
600
700
800
900
1000
202320222021
NOK million
0
20
40
60
80
100
120
202320222021
NOK million
0
10
20
30
40
50
60
70
80
202320222021
NOK million
Employees
EBITDA margin
EBIT margin
0
100
200
300
400
500
600
700
800
202320222021
Number
0
3
6
9
12
15
202320222021
%
0
2
4
6
8
10
12
202320222021
%
Bank deposits
Cash flow
Equity ratio
0
10
20
30
40
50
60
202320222021
NOK million
0
20
40
60
80
100
120
202320222021
NOK million
0
5
10
15
20
25
202320222021
%
Development 2021–2023
(continuing operations)
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
Quarterly development 2021–2023
(continuing operations)
2021 2022 2023
Revenue
Employees
0
50
100
150
200
250
Q4Q3Q2Q1
0
100
200
300
400
500
600
700
800
2023
2022
2021
Q4Q3Q2Q1
NOK million End of period
EBITDA
EBITDA margin
0
5
10
15
20
25
30
35
40
45
20232022
2021
Q4Q3Q2Q1
0
5
10
15
20
25
Q4Q3Q2Q1
NOK million %
EBIT
EBIT margin
0
5
10
15
20
25
30
35
2023
20222021
Q4Q3Q2Q1
0
2
4
6
8
10
12
14
16
18
2023
2022
2021
Q4Q3Q2Q1
NOK million %
2023
2022
2021
ANNUAL REPORT 2023
Content CEO comment Board of Directors Our results
