Opera

Appendix to the Notice of the Annual General Meeting of Opera Software ASA (to be held on June 15, 2006, at 14.00 CET)

Re. Item 5, Approval of change of the Articles of Association to increase number of Board members

The Company’s Articles of Association provides that the Board shall consist of 5 to 9 members. The board of directors is of the opinion that it is beneficial for the Company to have a Board that consists of up to 10 members. This would ensure flexibility in establishing a Board with shareholder elected representatives that have the desired background, experiences and knowledge. Consequently, the board of the directors suggest that Section 5 of Articles of Association is changed as follows “The Company’s Board of Directors shall consist of 5 to 10 members, subject to the decision of the Annual General Meeting” (unofficial translation from Norwegian) (Norwegian: “Selskapets styre skal bestå av 5 til 10 medlemmer, etter generalforsamlingens nærmere beslutning) and proposes that the Annual General Meeting approves this change.

Re. Item 6, Election of the Board of Directors and Nomination Committee

Christian H. Thommessen has accepted a diplomatic post as a senior executive at United Nations Development Program in New York. As a consequence of his move to New York, and in order to comply with UN diplomat charter, Mr. Thommessen will not seek reelection of any public Board and has informed the Nomination committee that he does not stand for reelection after 6 1/2 years as chair of Opera Software.

It is proposed that the Board shall consist of 10 members in total until the next Annual General Meeting.

The following candidates are suggested as shareholder-elected members of the Board of Director's of the company:

• Nils Foldal, Chairman
• John Patrick
• Michael Tetzschner
• Grace Reksten Skaugen
• Håkon Wium Lie
• Ole Peter Lorentzen
• William J. Raduchel

Nils A. Foldal is investment director in A Wilhelmsen Capital AS and is represented in several boards in venture funds and technology companies in Norway. Nils A. Foldal graduated from Norwegian School of Economics and Business Administration in 1985 and has several key positions within national and international investment management companies.

Ole Peter Lorentzen is a Norwegian private investor with extensive experience from investments in several technology companies in Norway and abroad. Mr. Lorentzen controls approximately 9% of the shares in Opera Software.

William J. Raduchel is a strategic advisor who serves as an independent director and investor for multiple companies. From 2004 to 2006 he was chairman of Ruckus Network, Inc. Prior to that he was a strategic advisor to AOL after being senior vice president and chief technology officer of AOL Time Warner (and AOL before that). He joined AOL from Sun Microsystems in 1999 where he was last Chief Strategy Officer and a member of its executive committee.

The Nomination Committee to be elected is proposed as follows:

• Kari Stoutland
• Lars Esholdt
• Torkild Varran

Kari Stautland is HR manager in GE Healthcare. Kari Stautland owns Arepo AS, which controls app 14 % of the shares in Opera Software.

Lars Esholdt is a Senior Partner in Korn Ferry International and have extensive experience in executive search. He and holds a Bachelor degree in law and economics and a master of Sciense degree in strategy and market communication from Copenhagen Business School.

Torkild Varran is the Chief Investment Officer at DnBNOR Kapitalforvaltning ASA. Varran has a Cand Oecon degree from the University of Oslo and a MBA degree from Norwegian School of Economics and Business Administration.

Re. Item 7, Approval of award of options to new members of the Board

Nils Foldal has been proposed as new chairman of the board of directors. In addition to receive remuneration as a Norwegian non-executive director, it is proposed that Mr. Foldal receives 150.000 options based on the following main terms and conditions:

• Strike price: Market price at the date of the General Meeting
• Exercise period: The options run over four years with 25% being exercisable per year. The first 25% can be exercised in June 2007.

Ole Peter Lorentzen has been proposed as new member of the board of directors. In addition to receive remuneration as a Norwegian non-executive director, it is proposed that Mr. Lorentzen receives 75.000 options based on the following main terms and conditions:

• Strike price: Market price at the date of the General Meeting
• Exercise period: The options run over four years with 25% being exercisable per year. The first 25% can be exercised in June 2007.

William J. Raduchel has been proposed as new member of the board of directors. In addition to receive remuneration as a Norwegian non-executive director, it is proposed that Mr. Raduchel receives 100.000 options based on the following main terms and conditions:

• Strike price: Market price at the date of the General Meeting
• Exercise period: The options run over four years with 25% being exercisable per year. The first 25% can be exercised in June 2007.

It is proposed that the board of directors be authorized to determine the detailed terms and conditions of the options.

Re. Item 8, Determination of the Board’s remuneration

The following directors’ fees are proposed:

• Chairman: NOK 300.000,-
• Non-Norwegian non-executive directors: USD 25.000
• Norwegian non-executive directors: NOK 150.000
• Employee representatives: NOK 30.000

Re. Item 10, Authorisation to increase share capital

The board of directors believes that the current authority to increase the share capital of the company should be renewed. Such authority gives the company the flexibility to issue new shares on short notice if this should be required. The board of directors does not have any specific plans to exercise this authority except in connection with the continuation of the existing incentive scheme.

The board of directors proposes that the general meeting pass the following resolution:

The board of directors is granted the authority to increase the share capital of the company by up to NOK 228.000 with the authority to waive the pre-emption rights of existing shareholders and to issue shares against contributions other than cash. 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 authority is to be valid until the date of the next Annual General Meeting, but in no event longer than 30^th June 2007.

Re. Item 11, Authorisation to acquire own shares

The Board of Directors believes that the company should have an authority to acquire own shares.

The board of directors proposes that the general meeting pass the following resolution:

The board of directors is authorized to acquire on behalf of the company the company’s own shares with a maximum aggregated par value of up to NOK 228.800, which equals approx. 10% of the share capital. The company can never acquire own shares if such acquisition would cause its holding of own shares to exceed 10% of the total number of shares in the company. 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 9-4 ff. 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^th June 2007.

Re. Item 12, Approval of Agreement between the Company and Employees not to have a Corporate Assembly in Opera Software ASA

Section 6-35 of the Public Limited Companies Act provides that companies with more than 200 employees is required to have a corporate assembly, unless it is agreed between the company and a majority of the employees, or trade unions representing two thirds of the employees, that the company is not to have a corporate assembly. The company proposed an agreement not to have a corporate assembly in the beginning of May. Subsequently, the employees voted on the proposed agreement. The agreement was entered into between the company and a majority of the employees on the 24^th of May. The agreement is enclosed, and gives the employees the right to elect one less board members than the employees could have been entitled to pursuant to Section 6-3 of the Public Limited Companies Act, if requested by the employees. The agreement establishes a Contact Forum with representatives from the Board, Management and Employees. It is a legal requirement that agreements not to have corporate assemblies are approved by the Annual General Meeting. The board of directors proposes that that the Annual General Meeting approves the agreement.