Notice of Annual General Meeting 2007

Appendix to the Notice of the Annual General Meeting of Opera Software ASA (to be held on June 21, 2007, at 09:00 CET)




Re. Item 5, Election of the Board of Directors and Nomination Committee

The Nomination proposes the following:

“The election committee has been working hard to set up a board for Opera Software that is competent, represents continuity and have a broad representation of the shareholders. Furthermore the representation of women had to be increased to 40 percent to be in line with Norwegian law. The election committee is sorry to inform that it has been impossible to fulfill our ambitions with regard to continuity and a representation of all major shareholders. The reason for that has been potential board members not willing to take up the duty without other candidates nominated for the board as well. The election committee is sorry that we did not manage to get an even higher degree of continuity.

Anyhow the election committee is glad to present to the shareholders a very competent proposal for the board, who we think will contribute to make Opera Software even more successful:

• William J. Raduchel (Chairman)
• Silvija Seres
• Kari Stautland
• Michael Tetzschner
• Lars Boilesen

William J. Raduchel is currently on the Board of Directors. He 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.

Silvija Seres holds and Msc and BSC in Computer Science, PhD and MA in Mathematical Science. MBA Insead. She has been a Strategic advisor, Faster Imaging, and is currently Vice President Strategic Market Development and Product Marketing Fast Search and Transfer (FAST).

Kari Stautland has a Master of Business and Marketing and holds an international HR position in GE Healthcare. Kari Stautland owns Arepo AS, which controls approx. 14 % of the shares in Opera Software.

Michael Tetzschner is currently on the Board of Directors. Tetzschner is Attorney at Law, and a Member of the Norwegian Bar Association. Previously, Tetzschner was president of Feedback Research Consulting AS, Norway, and Lifo Research & Consulting, Denmark, as well as the managing director of the Norwegian School of Management (Handelshøyskolen BI). Tetzschner has also been the Head of the Executive Board (Byrådsleder) of the Municipality of Oslo. He graduated with a degree in Law from the University of Oslo.

Lars Boilesen is CEO of Lucent’s Technology’s Nordic and Baltic Division. He has work experience from Lego and Tandberg Data. He has Executive Vise President of Sales and Marketing in Opera Software.

By reducing the number of board members elected by the shareholders from 7 to 5 it is our firm understanding that the board members elected among the employees will be reduced from 3 to 2, bringing the size of the board from 10 to 7 members. It is our belief that a board consisting of 7 members will be more efficient.

For the future board election committee we propose the following:

• Torkild Varran
• Gry Mølleskog
• Christian Jebsen

Torkild Varran is currently a member of the Nomination Committee. Varran is the Chief Investment Officer at DnB NOR 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.

Gry Mølleskog is a senior partner in Korn Ferry, previous career includes the Royal family of Norway, and responsibility for all cabin staff in SAS.

Christian Jebsen holds a B.Sc degree in Economics and Business Administration from Copenhagen Business School. Jebsen is the CEO of VMETRO. Prior to joining VMETRO, Jebsen was the COO of Opera Software where he worked for six years (2000-2006) and before that he was CEO of Stavdal (1998-2000). From 1991 to 1998, Jebsen worked within Corporate Finance of Nomura International in London and Enskilda Securities in Stockholm and Oslo.

The nomination committee supports the proposed compensation for the board members with the exception of Torkild Varran who do not supports options given to board members as compensation. The nomination committee wishes to underline and firmly state that Kari Stautland was suggested by Varran and Esholdt and never did apply herself. She represents the Human Resource perspective and holds an international HR position with GE Healthcare.”

Nomination Committee
Torkild Varran
Lars Esholdt
Kari Stautland

Re. Item 6, Determination of the Board’s remuneration

The Nomination Committee has proposed the following remuneration for the members of the Board for the period until the next Annual General Meeting:

(I) Fixed remuneration

Chairman of the Board:	NOK 300,000 per year
Norwegian Board members:	NOK 150,000 per year
Non-Norwegian Board members:	USD 25,000 per year
Employee representatives:	NOK 50,000 per year

(II) Additional remuneration for the Chairman

Since the Chairman has been requested by the Board to perform work which significantly exceeds the level of work normally expected of a chairman of the board, it is proposed that Chairman shall be entitled to an additional remuneration of NOK 1,250 per hour for work performed outside the scope of what would normally expected of a chairman of the board (as evidenced by time sheets delivered by the Chairman and approved by the Board), provided that the aggregate annual remuneration of the Chairman shall in no event exceed NOK 600,000. For this purpose, work in excess of one working day per week shall be considered as falling outside the scope of what would normally expected of a chairman of the board.

In addition, it is proposed that the Chairman is granted an additional one-time consideration of NOK 300,000 for the financial year 2006 to cover work in excess of what is normally expected of a chairman of the board during that year.

(III) Additional remuneration for participation in committees

Non-Norwegian board members who participate in internal committee’s of the Board shall be entitled to a monthly retainer of USD 1,500 plus a remuneration of USD 2,500 per meeting attended (USD 1,250 if the meeting is attended by telephone or is held in connection with a meeting of the Board). For Non-Norwegian members the fee per physical meeting will be USD 5,000 if the meeting is not held in connection with a Board meeting, so as to compensate for travel time.

Norwegian board members who participate in internal committee’s of the Board shall be entitled to an additional annual remuneration of NOK 30,000 per committee in which they participate.

The Chairman shall not be entitled to additional remuneration for participation in committees as this is deemed to be covered by his additional remuneration set out in (II) above.

(IV) Stock options

It is proposed that the Chairman receives 100,000 stock options and that other Board members receive 50,000 stock options on the following main terms:

• Exercise price equal to closing price of the Opera share at the Oslo Stock Exchange on the day of the general meeting
• Exercise period commencing one year from date of the general meeting and expiring four years from date of the general meeting.

Please see item No 5 last paragraph regarding the Nomination Committee’s proposal on stock options to board members.

Re. Item 7, Determination of the remuneration to the Nomination Committee

The Board of Directors proposes that each of the members of the Nomination Committee receives a remuneration of NOK 30,000 for the period from last years Annual General Meeting.

The Board of Directors proposes that each of the members of the Nomination Committee receives a remuneration of NOK 30,000 for the period until the next Annual General Meeting.

Re. Item 9, Declaration on remuneration of Senior Management

The Board of Directors has in accordance with the Public Limited Liability Companies Act § 6-16a below outlined the Company’s policies regarding the compensation of Senior Management.

The Board of Directors proposes that the General Meeting approves the remunerations relating to stock options described below, and that the General Meeting supports the other elements of the below described remuneration policy in the advisory vote to be held pursuant to the Public Limited Liability Companies Act § 5-6 (3).

The Company has designed its executive compensation program around the following main objectives: (a) attracting, motivating, and retaining the right people, and (b) ensuring alignment of management’s interest with the long-term interest of shareholders. Executive compensation packages comprise a combination of base salary, bonus, and long-term incentive compensation. A combination of objective and subjective factors is used for each executive officer of the company. These factors are described below.

Components of Executive Compensation

Base Salary

The following factors are decisive for the determination of the base salary of Senior Management: (a) competitive pay practices, (b) job scope and responsibility, and (c) evaluation of business and individual performance. Adjustments in base salary are reviewed every 12 months or longer. Base salary of executives who are promoted or change jobs within the Executive Team may also be adjusted.

Bonus and other benefits

Annual bonuses to Senior Management are linked to the Company’s, business units’, and individual’s performance. Relevant measures considered by the Board in defining and evaluating the executive officers’ performance include: financial measures such as revenue growth and profit target achievement, and non-financial measures such as strategic vision, innovation, management effectiveness, and embodiment of the company’s core values and culture. Members of Senior Management may receive other benefits that are appropriate for the Executive Team member’s particular situation and local compensation norms e.g., in conjunction with a foreign assignment or special requirements of a new role.

Long-term incentive compensation

During 2006 this element in the compensation framework is covered through an employee stock option program. This four-year program is designed to act as an incentive and retention tool which aligns management’s interests with those of shareholders. The vesting price is set to market price at the date of grant. The stock options may be exercised on a pre-defined date once a year. The stock options are allocated based on an evaluation of job scope and responsibility as well as individual performance.

In March 2007, the Board of Directors approved a new employee stock option program, which is intended to continue and strengthen the incentive and retention effect which aligns management’s interests with those of shareholders. The program included a one-time grant of 6 million stock options in March 2007 and up to 1 million for the remainder of 2007, which is within the Board’s authority to increase the share capital given from the General Assembly in the General Meeting in June 2006, plus additional annual grants in the range of 2 to 3 million options from 2008 to 2011, subject to renewals of the Board’s authority to increase the share capital from the General Assembly, see Item 10. All employees of the Company are eligible to be granted options under the new employee stock option program.

Each option gives the option holder the right to acquire one share in the Company. The strike price of each option granted will be equal to the market price of the Opera share on the date of the grant. The options will vest annually over 4 years. The option holder will be responsible for the Company’s payroll taxes. The total IFRS value of the 2007 option scheme is estimated to be about 8 MNOK for 2007 and a total of about 25MNOK for 2007-2012. This cost will be reflected in Opera's P&L statement. Given that all options are exercised and no other share increases takes place, the maximum combined share dilution would be 6% over the next 4 years.

Furthermore, in December 2006, the Board approved an employee stock purchase plan for all employees of the Company. The plan enables any employee to purchase shares for a total of NOK 10,000 per year, at a 15% discount to the market price at purchase date, subject to a minimum holding period on six months.

Pensions

Members of the Executive Team participate in the regular pension program available for all other employees in the location where they are based.

Re. Item 10, Authorization 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 schemes described in Item 9.

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 1 150 000, which equals approx. 50% of the share capital, 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 30th June 2008.

Re. Item 11, Authorization 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 30th June 2008.