Principles of Corporate Governance at Opera Software ASA

The following principles of corporate governance are in reference to Opera's latest Annual Report.

General Principles

Opera strongly believes that strong shareholder rights create higher firm value, higher profits, higher sales growth, and contributes to lower capital expenditures. As such, Corporate Governance is not just an empty phrase at Opera, but a real tool used in bridging the gap between management and shareholders, ensuring good corporate ethical behavior.

Opera is committed to maintaining high standards of Corporate Governance. Opera's principles of Corporate Governance have been developed in light of the Norwegian Code of Practice for Corporate Governance, dated 8 December 2005, as required for all listed companies on the Oslo Stock Exchange from the 2006 financial year. Opera views the development of high standards of Corporate Governance as a continuous process and will continue to focus on improving the level of Corporate Governance, and will update its guidelines and apply the new revised Code of Practice as published on 28 November 2006 from the 2007 financial year.

Opera's Activities

Opera's vision is to deliver the best Internet experience on any device. This is reflected in Article 3 of the Articles of Association, which reads "The Company's objective is development, production and sale of software and related services, and engagement in other companies or other similar business activities." However, reaching this goal is about much more than leading the innovation of Web technologies. Our business is based on close relationships with customers, partners, investors, employees, friends, and communities all over the world — relationships we are committed to by conducting our business openly and responsibly. Our corporate policies are developed true to this commitment.

Equity and dividends

To achieve its aggressive long-term growth targets, it is Opera's policy to maintain a high equity ratio. In view of the Company's planned expansion and growth of its business, the Company does not expect to pay dividend over the next years. However, the company has a business model that allows for strong cash flow generation in the future. Consequently, Opera's needs for growth can be met while also maintaining a dividend distribution as long as the company is reaching targeted growth levels.

Dividend payments will be subject to approval by the shareholders at the Company's annual General Meetings. Mandates granted to the board of directors to increase the Company's share capital are restricted to defined purposes and are limited in time to no later than the date of the next Annual General Meeting. On the General Meeting 15 June 2006, the Board of Directors was granted a mandate to increase the share capital by up to NOK 228.000 through the issue of up to 11,400,000 shares of nominal value NOK 0.02 with the authority to waive the pre-emption rights of existing shareholders and to determine the consideration for shares issued in terms other than cash. Where consideration does take the form of cash payment, the issue price is expected to be close to the then current market price.

The shares can be used in connection with acquisitions and incentive schemes for employees and board members or for other purposes deemed appropriate by the board of directors. This mandate is valid until the date of the next Annual General Meeting, but in no event longer than 30th June 2007. The Board of Directors have used the authority during 2006 and expanded the share capital by NOK 17 K (determined but not registered increase of equity). The rest of the authority not used by 31 December 2006 is NOK 211 K. On the General Meeting 15 June 2006, the Board of Directors was granted a mandate to acquire the company's own shares with a maximum aggregated par value of up to NOK 228.800, which equals 10% of the share capital.

The price per share shall be minimum NOK 0.02 and maximum NOK 50. The shares can be used in connection with acquisitions and incentive schemes for employees and board members, cf. sections § 9-2 and 9-4ff. of the Public Limited Companies Act. The board of directors may determine in which ways own shares are to be acquired and disposed of. This authority is to be valid until the date of the next Annual General Meeting, but in no event longer than 30 June 2007. The Board of Directors did not make use of this mandate in 2006.

Equal treatment of shareholders and transactions with close associates

A key concept in Opera's approach to Corporate Governance is the equal treatment of shareholders. Opera has one class of shares. All shares in the company carry equal voting rights and are freely transferable. The shareholders exercise the highest authority in the company through the General Meeting. All shareholders are entitled to submit items to the agenda, meet, speak, and vote at the General Meeting. As mentioned above, on the General Meeting 15 June 2006, the Board of Directors was granted a mandate to increase the share capital, hereunder the authority to waive the pre-emption rights of existing shareholders and to determine the consideration for shares issued in terms other than cash. The main reason is for the pre-emption of rights is that that the Company periodically could be confronted with situations where the Company can grow further by making use of rights issues to one or several strategic partners as well as through mergers and acquisitions with shares or cash if the Company quickly can get in position to effectuate the necessary liquidity and/or shares.

In addition, situations could occur where the Company's equity needs strengthening in order to ensure future conditions of operations. Any transactions the Company carries out in its own shares take place in accordance with established practice and guidelines from the Oslo Stock Exchange. The Company has an established and closely monitored insider trading policy. Freely negotiable shares Opera has no limitations on the transferability of shares and has one class of shares. Each share entitles the holder to one vote.

General meetings

Through the General Meeting the shareholders exercise the highest authority in the Company. General Meetings are held in accordance with the Norwegian Code of Practice for Corporate Governance. All shareholders are entitled to submit items to the agenda, meet, speak and vote at General Meetings. The Annual General Meeting is held each year before the end of June. Extraordinary General Meetings may be called by the board of directors at any time. The Company's auditor or shareholders representing at least five percent of the total share capital may demand that an Extraordinary General Meeting be called.

General Meetings are convened by written notice to all shareholders with known addresses no later than 14 days prior to the date of the meeting. Proposed resolutions and supporting information is distributed to the shareholders no later than the date of the notice. Final deadline for shareholders to give notice of their intention to attend the meeting is at least one working day prior to the meeting. Shareholders who are unable to attend the meeting may vote by proxy. The Chairman, Vice-Chairman, Chairman of the Nomination Committee, CEO, CFO and the auditor are all required to be present at the meeting in person. The Chairman for the meeting is generally independent. Notice, enclosure and protocol of meetings are available on Opera's Web site. The General Meeting elects the members of the Board of Directors (excluding employee representatives), determines the remuneration of the members of the board of directors, approves the annual accounts and decides such other matters which by law or the Company's articles of Association are to be transacted at the General Meeting.

Nomination committee

The Nomination Committee consists of three members, all of whom are elected by the general meeting, and is a body established pursuant to the Articles of Association. Members of the Nomination Committee serve for twoyear periods. The task of the Nomination Committee is to propose candidates for election as shareholder-elected members of the Board of Directors and to make recommendations regarding the remuneration of the members of the Board of Directors. Remuneration of the members of the Nomination Committee will be determined by the General Meeting. At the Annual General Meeting held on June 15, 2006, the following persons were elected as members of the Nomination Committee of the company: Kari Stoutland, Lars Esholdt and Torkild Varran, of which none are from the Board of Directors or the executive management. A list of board nominees is given to shareholders with at least two weeks notice of voting. Please see Opera's Web site for further information regarding the Nomination committee.

Composition and independence of the Board of Directors

The Board of Directors has the overall responsibility for the management of the Company. This includes a responsibility to supervise and exercise control of the Company's activities. The Board of Directors shall consist of 5-10 members, three of whom are employee representatives and the rest of whom are elected by the General Meeting. The Board of Directors currently consists of ten members, seven (incl. Chairman and Vice-Chairman) elected by the shareholders at the Annual General Meeting and two elected by the employees. The proceedings and responsibilities of the Board of Directors are governed by a set of rules of procedure. It is the Company's intention that the members of the Board of Directors will be selected in the light of an evaluation of the Company's needs for expertise, capacity and balanced decision making, and with the aim of ensuring that the Board of Directors can operate independently of any special interests and that the Board of Directors can function effectively as a collegiate body. Please see Opera's Web site for a detailed description of the board members, including share ownership. Opera does not have a Corporate Assembly. At least half of the members of Board of Directors shall be independent of the Company's management and its main business connections. At least two of the shareholder-elected members of the Board of Directors shall be independent of the Company's main shareholder(s). The term of office for members of the Board of Directors is two years.

The work of the Board of Directors

The conduct of the board of directors is following the adopted rules of procedure for the Board of Directors. A specific meeting and activity plan is adopted towards the end of each year for the following period. The Board of Directors meets eight times a year, once for a two-day meeting, but holds additional meetings under special circumstances. Its working methods are openly discussed. Between meetings, the Chairman and Chief Executive Officer update the board members on current matters. There is frequent contact regarding the progress and affairs of the Company. Each board meeting includes a briefing by one of the functional or department managers of the company followed by Q&A. The board meetings is a continuous center of attention for the board ensuring executive management maintains systems, procedures and a corporate culture that promote compliance with legal and regulatory requirements and the ethical conduct of the business. One two-day meeting is dedicated to strategy. The Board of Directors annually evaluates its work, performance and expertise, and the report is made available for the Nomination Committee. A Vice-Chairman has been elected for the purpose of chairing the Board of Directors in the event that the Chairman cannot or should not lead the work of the Board of Directors.

Remuneration of the Board of Directors

Remuneration for board members is a fixed annual sum proposed by the Nomination Committee and approved at the Annual General Meeting. All remuneration to the board of directors is disclosed in Note 4 in the Annual Report. A large number of the Company's shareholders are international with a different view to some of the Norwegian recommendations. Hence, some of Opera's Board Members carry stock options in the Company, as disclosed in Note 4 in the Annual Report. This practice will be further limited in the future, but will not be excluded as a tool to enhance interest from particularly international experts and senior executives to join the Board. The Chairman of the Board carries no stock options and is committed to this practice.

Remuneration of the Executive Management

A Compensation Committee was elected in 2006 to propose remuneration for the Company's Executive Team and guidelines for the Company's compensation structure to the Board. Details concerning remuneration of the executive management, including all details regarding the CEO's remuneration, are given in the Annual Report, Note 4. The Board of Directors assesses the CEO and his terms and conditions once a year. The General Meeting is informed about incentive programs for employees. The Board of Director's declaration on the compensation policies of the Executive Team is found on page 41.

Information and communications

Communication with shareholders, investors and analysts, both in Norway and abroad, is a priority for Opera. The Company's objective is to ensure that financial markets have sufficient information about the company to be certain that pricing reflects underlying values. During the announcement of quarterly and annual financial results, there is opportunity for management to answer questions from the Company's shareholders. Opera also arranges regular presentations in Europe and the USA, in addition to holding meetings with investors and analysts. Important events affecting the Company are reported immediately to the Oslo Stock Exchange in accordance with applicable legislation, and posted on Opera's Web site.

Take-overs

The Board of Directors endorses the recommendation of the Norwegian Code of Practice for Corporate Governance. Opera has no active anti-takeover devices or "poison-pills". The Board of Directors will not seek to hinder or obstruct take-over bids for the Company's activities or shares unless there are particular reasons for this.

Auditor

The auditor participates in meetings of the Board of Directors that deal with the annual accounts, and upon special request. Every year, the auditor presents to the board a report outlining the audit activities in the previous fiscal year and highlights the areas that caused the most attention or discussions with management, as well as a review of the Company's internal control procedures, including identified weaknesses and proposals for improvement. The auditor will make himself available upon request for meetings with the board at which no member of the executive management is present, as will the board upon auditor's request. The General Meeting is informed about the company's use and remuneration of the auditor, and details are given in Note 4 in the Annual Report.