Rules Of Procedure for the Board of Directors of Opera Software ASA

(Adopted at a board meeting held on 8 January, 2004)

1. PURPOSE
   1. The purpose of these Rules of Procedures is to lay down rules on the work and administrative procedures of the Board of Directors of Opera Software ASA (the "Company"). Under § 6-23 of the Public Limited Companies Act, the Company has an obligation to adopt Rules of Procedure when the employees are represented on the Board of Directors.
   2. To the extent permitted by law, the Board of Directors can decide to make exceptions from these Rules of Procedure.
2. RESPONSIBILITIES OF THE BOARD OF DIRECTORS
   1. Pursuant to § 6-12 of the Public Limited Companies Act, the Board of Directors is responsible for the management of the Company. The responsibilities of the Board of include the following:
      1. The Board of Directors shall ensure that the Company's business activities are soundly organised.
      2. The Board of Directors shall supervise the Company's day-to-day management.
      3. The Board of Directors shall draw up plans and budgets for the Company's activities.
      4. The Board of Directors shall keep itself informed of the financial position of the Company, and shall be responsible for ensuring that the Company's activities, accounts and asset management are subject to adequate control.
      5. The Board of Directors shall initiate such examinations as it finds necessary for the performance of its duties. The Board of Directors must initiate such examinations if so demanded by one of its members.
      6. The Board of Directors shall appoint the Company's Chief Executive Officer and approve his/her terms of employment.
      7. The Board of Directors shall review the Chief Executive Officer's statements on the Company's activities, positions and profit/loss development.
      8. The Board of Directors shall review and approve the Company's annual accounts, and issue an annual directors' report as required by § 3-1 of the Accounting Act.
      9. The Board of Directors shall monitor the level of the Company's equity. If the equity is lower than can be deemed sound, the Board of Directors shall take immediate action. Within a reasonable period of time, the Board of Directors shall call a general meeting, give the general meeting an account of the Company's financial position and propose measures to provide the Company with a sound equity. The same shall apply if the it must be assumed that the equity of the Company has been reduced to less than half the share capital, in which case a general meeting must be called within six months.
      10. The Board of Directors shall consider all matters of an extraordinary nature or of major importance to the Company.
3. ADMINISTRATIVE PROCEDURES
   1. The Board of Directors shall twice a year adopt schedules for board meetings to be held during the next six months.
   2. The Chairman, or in his absence the Deputy Chairman (if the Board of Directors has a Deputy Chairman) or the Chief Executive Officer, shall convene the Board Meeting according to the schedule, or as they otherwise find necessary or desirable.
   3. Each member of the Board of Directors and the Chief Executive Officer may demand that a board meeting be convened to discuss specific matters.
   4. Board meetings shall normally be convened by at least seven days' prior written notice. The notice shall include an agenda of the meeting and such documents which may be necessary to give the Board of Directors satisfactory grounds on which to base its discussion. However, the Chairman may, if necessary, decide to convene board meetings by telephone and/or by shorter notice and/or to distribute relevant documents after the notice has been sent.
   5. A member who is unable to attend a board meeting shall notify the Chairman or the Chief Executive Officer as soon as possible. Upon receiving such notice the Chairman and/or Chief Executive Officer shall, if applicable, give notice to an alternate member of the Board of Directors to participate in the meeting.
   6. The Board of Directors shall normally deal with matters at meetings. The Chairman may, however, decide that the Board of Directors shall deal with a matter by way of a telephone meeting or a video conference or in writing. However, (i) each member of the Board of Directors and Chief Executive Officer may always demand that a question be discussed at a meeting, and (ii) the Company's annual accounts and the directors' report shall always be discussed at a meeting.
   7. Board meetings shall be chaired by the Chairman, or in his/her absence, by the Deputy Chairman (if the Board of Directors has a Deputy Chairman). If neither of these is present, the Board of Directors shall elect a chairman for the meeting.
4. QUORUM - MAJORITY REQUIREMENTS
   1. The Board of Directors constitutes a quorum if more than half of its members are present or participate in the discussion of the matter in question.
   2. The adoption of a resolution by the Board of Directors shall require that the majority of the members who have participated in the discussion of the matter have voted in favour of the proposal. In the event of a parity of votes, the Chairman shall have the casting vote. More than one third of all members of the Board of Directors must vote in favour of a proposal involving change.
   3. In connection with elections or appointments, the person who achieves the highest number of votes shall be regarded as elected or appointed. The Board of Directors may decide in advance that a new vote will be held if none of the candidates achieves a majority of the votes cast.
   4. In the event of a parity of votes in connection with the election of the Chairman, the Deputy Chairman (if the Board of Directors has a Deputy Chairman) or a chairman of a board meeting, the election shall be decided by lot. In other cases of parity of votes, the chairman of the meeting shall have the casting vote.
5. DISQUALIFICATION
   1. A board member may not participate in the discussion or decision of issues which are of such special importance to such board member or to any related person (as defined in § 1-5 of the Public Limited Companies Act) of the board member that he/she must be regarded as having a major personal or financial special interest in the matter.
   2. A board member may not participate in the discussion of a matter concerning a loan or other credit to himself/herself or on the furnishing of security for his/her debt.
6. MINUTES OF BOARD MEETINGS
   1. The Chief Executive Officer shall ensure that minutes are kept of the proceedings of the Board of Directors.
   2. The minutes shall, as a minimum, state the time and venue of the board meeting, as well as the participants, the proceedings and the resolutions adopted by the Board of Directors. If a resolution is not unanimous, it shall be stated who voted for and who voted against.
   3. If a member of the Board of Directors or the Chief Executive Officer disagrees with a resolution, he/she may demand to have his/her view entered in the minutes.
   4. Drafts minutes shall be distributed to all members of the Board of Directors. Unless otherwise decided by the Board of Directors, the minutes shall be approved and signed at the next board meeting. The minutes shall be signed by all members who participated at the meeting. If a resolution has been adopted at a meeting, the Board of Directors may however elect two members to sign the minutes, in which case a copy must be sent to all members with a deadline for comments.
7. THE BOARD OF DIRECTORS' RELATIONSHIP WITH THE GENERAL MEETING
   1. The Board of Directors shall call the annual general meeting of the Company, which shall be held not later than six months after the end of each financial year.
   2. The Board of Directors may at any time decide to call an extraordinary general meeting.
   3. The Board of Directors shall call an extraordinary general meeting if so demanded by the Company's auditor or shareholders representing at least five percent of the total share capital. The Board of Directors shall ensure that the general meeting is held within one month of the demand being made.
   4. The Board of Directors shall be responsible for the preparation of matters which are to be considered by the general meeting.
   5. The Chairman shall be present at the Company's general meetings. The other members of the Board of Directors have the right to be present at and speak at the Company's general meetings.
8. DUTIES OF THE CHIEF EXECUTIVE OFFICER
   1. The duties of the Chief Executive Officer in relation to the Board of Directors shall be laid down in the Instructions for the Chief Executive Officer.
9. DUTY OF CONFIDENTIALITY
   1. Members of the Board of Directors shall treat as confidential all non-public information and documents received from the Company in their capacity as board members and all non-public information as to the proceedings of the Board of Directors. The members shall take the necessary steps to ensure that no unauthorised persons gain access to such information. The Board of Directors may decide to make exceptions from this duty of confidentiality.
   2. Members of the Board of Directors shall not make any statements to the public or to unauthorised persons regarding matters which are dealt with by the Board of Directors and which are not publicly known.
   3. Upon retiring from the Board of Directors, a member shall return or destroy (as the Board of Directors may instruct) all documents of a confidential nature received from the Company.

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