Opera

Notice of Annual General Meeting 2009

Notice is hereby given to the shareholders of Opera Software ASA of the Annual General Meeting to be held on Wednesday June 24, 2009 from 08:00 to 09:00 CET at Thon Vika Atrium, Munkedamsveien 45, 0250 Oslo, Norway.

The following matters will be on the agenda:

1. Opening of the meeting by the Chairman of the Board and summary of shareholders present
2. Election of a Chairman for the meeting and one individual to countersign the minutes
3. Approval of Notice and Agenda
4. Approval of the annual accounts for 2008 for Opera Software ASA and the Opera Group and the annual report of the Board of Directors including the proposal for the distribution of group contribution (see appendix)
5. Authorization to acquire own shares (see appendix)
6. Authorization to increase share capital (see appendix)
7. Distribution of Dividend (see appendix)
8. Election of Board and Nomination Committee (see appendix)
9. Determination of the Board’s remuneration (see appendix)
10. Determination of the remuneration to the Nomination Committee (see appendix)
11. Approval of the auditor’s remuneration (see Note 3 to Annual Accounts)
12. Approval of the Board of Director’s Declaration of executive compensation policies (see appendix)
13. Management’s status report

Shareholders who wish to attend the General Meeting, either in person or by proxy, are requested to complete and return the attendance slip or to register online at www.opera.com/company/investors/event, specifying any proxies by 12.00 a.m. (CET) Monday, June 22, 2009.

The Board of Directors’ report and the annual accounts, together with the auditor’s report for 2008, are contained in the annual report that has been sent to all shareholders. Opera Software’s annual report for 2008 (English version) is also available at www.opera.com/company/investors/finance.

The Board and the Nomination Committee are both proposing better aligning shareholder and option holder interests by increasing the exercise period from one to three years as the options represents long-term value, by reducing the strike price for any dividend payments and by providing for vesting under certain circumstances if there is a change in control for the Company. The current one year exercise period maximizes the number of options and thus dilution to achieve any economic effect and in the judgment of the Board are an inefficient use of equity.

Opera Software ASA has a share capital of NOK 2,391,495.64 divided into 119,574,782 shares, each with a nominal value of NOK 0.02. Opera Software ASA currently holds 575 419 own shares. Each share carries one vote at the Company’s general meetings, except own shares which do not carry the right to vote.

The shareholders have the following rights in respect to the general meeting:

• The right to attend the general meeting, either in person or by proxy.
• The right to speak at the general meeting.
• The right to be accompanied by an advisor at the general meeting and to give such advisor the right to speak.
• The right to require information from the members of the board of directors and the chief executive officer in accordance with further regulations in the Norwegian public limited companies act section 5-15.
• The right to present alternatives to the board’s proposals in respect of matters on the agenda at the general meeting.

Oslo, June 8 2009

William J. Raduchel
Chairman of the Board of Directors

Appendix to the Notice of the Annual General Meeting of Opera Software ASA

(to be held on June 24, 2009, at 08:00 CET)

Re. Item 4, Approval of the annual accounts for 2008 for Opera Software ASA and the Opera Group and the annual report of the Board of Directors and the Board of Directors’ proposal for the distribution of group contribution

As stated on page 64 of Annual Report, Opera Software ASA bought all shares of Zizzr AS for KNOK 1,281, in 2008. Zizzr AS had a negative equity at the investment date. The proposed group contribution will make the equity positive in Zizzr AS and enable the company to explore potential business opportunities with regards to value added services.

On this background, the Board proposes that the Annual General Meeting pass the following resolution:

The Board proposes that the Annual General Meeting pass the following resolution:

A group contribution of KNOK 3,540 is proposed to be paid to Zizzr AS, a wholly owned company of Opera Software ASA. Expected pay-out will occur by June 30, 2009.

Re. Item 5, Authorisation to acquire own shares

The Board of Directors believes that as in past years the Company should have the authority to acquire own shares should that be in the judgment of the Board in the best interests of the shareholders. Especially given the current volatility in the equity markets, the Board believes this is highly advantageous.

The Board of Directors proposes that the General Meeting passes 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 239,149.00, which equals approximately 10% of the share capital. The Company can never acquire its 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 purchase 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 June 30, 2010.

Re. Item 6, Authorisation to increase share capital

The Board of Directors believes that the current authority to increase the share capital of the company, granted by the Extraordinary General Meeting on September 29, 2008, should be renewed.

The Board of Directors firmly believes that such authority gives the Company the flexibility to issue new shares on short notice if this should be required. In particular, this would give the

Board of Directors the flexibility to issue new shares in the context of a potential acquisition and as part of the company’s incentive schemes, where stock options are viewed as an important motivator and key recruiting tool for critical executives and employees. Currently, 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. The Board’s recommendation to pay dividend assumed the continuation of this authority to assure the Company enough flexibility in the evolving markets in which in competes.

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 239,149.00, which equals approximately 10 % 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. This authority is to be valid until the date of the next Annual General Meeting, but in no event longer than June 30, 2010.

Re. Item 7, Distribution of Dividend

To achieve its ambitious long-term growth objectives, it is Opera's policy to maintain a high equity ratio. The Company will consider paying dividends over the next years in light of the Company’s business model that allows for strong cash flow generation. Consequently, Opera's needs for growth can be met while also allowing for 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

On this background, the Board of Directors proposes that the Annual General Meeting approves a distribution of dividends for 2008 in the amount of NOK 0.40 per share, consisting of NOK 0.15 as part of an intended ongoing distribution of dividends and of NOK 0.25 as a onetime distribution of dividends.

Re. Item 8, Election of the Board of Directors and Nomination Committee

The Nomination Committee proposes the following:

Re. Item 9, 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:

1. Fixed remuneration

   Chairman of the Board: NOK 300,000 per year, Board members: NOK 150,000 per year and Employee representatives: NOK 50,000 per year.

2. 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 the Chairman is granted an additional one-time consideration of NOK 300,000 for the financial year 2008 to cover work in excess of what is normally expected of a chairman of the board during that year.

3. Board members who participate in the Governance Committee (“utvalg”) 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.

4. Stock options

   Change in terms and conditions for granted stock options to members of the Board:

   The Nomination Committee proposes the following changes in terms and conditions for new and current stock options to Directors of the Board to match changes made to options for the management team which the Board believes better align option holder and shareholder interests:

   First, the Nomination Committee proposes to change the exercise period of vested options from one to three years for new and current options held by the shareholder elected Directors of the Board.

   Second, it is proposed that the strike price for unvested options is reduced by the amount of any accumulated dividends.

   Third, the Nomination Committee proposes that all granted options to the shareholder elected Directors of the Board shall be vested in the case of a Change of Control. A Change of Control shall be deemed to occur when an offer to acquire shares in the Company is

   1. completed,
   2. the acquirer subsequently holds at least 2/3 of the shares in the Company and
   3. the acquisition triggers a mandatory offer obligation.

   As a condition for the above rights to full vesting in connection with a Change of Control, all option holders are obliged to accept to either exercise their options upon a Change of Control should this be required by the acquirer or lose any and all rights to options that are not exercised.

   Stock options to new Director of the Board:

   It is suggested that the new board member, Arve Johansen, shall receive 50,000 stock options which shall vest over four years (20%, 20%, 25% and 35%), each of which gives the right to subscribe for one share. The strike price shall equal the weighed average price of the Opera Software ASA share on the Oslo Stock Exchange on the day of the Annual General Meeting in 2009.

Re. Item 10, Determination of the remuneration to the Nomination Committee

The Board of Directors proposes that the Chairman of the Nomination Committee receives a remuneration of NOK 60,000 and that the three other members receive a remuneration of NOK 30,000 for the period from last year’s Annual General Meeting.

Re. Item 12, Approval of the Board of Director’s Declaration of executive compensation policies

In accordance with the Norwegian Public Limited Liabilities Act section 6-16 a cf. section 5-6, third paragraph, the Annual General Meeting shall discuss the Board of Directors’ declaration of compensation policy for the executive management (“Declaration”).

The Declaration is presented on page 69 of the Annual Accounts, and is also separately enclosed to this Notice.

The Annual General Meeting must approve the compensation policies that are described under the heading “Long-Term Equity Based Incentives” in the Declaration, whereas there will be an advisory vote over the Board of Directors’ compensation policies for the executive management as described under the other headings in the Declaration.

The Board of Directors proposes that the Annual General Meeting passes the following resolution:

The Annual General Meeting takes the Board of Directors’ compensation policy for the executive management into consideration. The Annual General Meeting approves compensation policies that are described under the heading “Long-Term Equity Based Incentives.

DECLARATION OF EXECUTIVE COMPENSATION POLICIES

The Board of Directors has, in accordance with the Public Limited Liability Companies Act § 6-16 a, developed policies regarding compensation of the Executive Team.

The objectives of the Executive Team compensation program are, in particular, to (i) attract, motivate, retain and reward the individuals on the Executive Team and (ii) ensure alignment of the Executive Team with the long term interests of the shareholders. The Company’s executive compensation program is intended to be performance driven and is designed to reward the Executive Team for reaching key strategic business objectives and financial goals and enhancing shareholder value.

The most important components of Executive Team compensation are as follows: (i) Base Salary; (ii) Cash Incentive Bonus; (iii) Long-term equity-based incentives.

Components of Executive Compensation

Base Salary

Base salary is typically the primary component of Executive Team compensation and reflects the overall contribution of the executive to the Company. The determination of base salaries for the executives considers a range of factors, including:

1. job scope and responsibilities;
2. competitive pay practices;
3. background, training and experience of the executive; and
4. past performance of the executive at the Company.

Adjustments to base salary are ordinarily reviewed every 12 months or longer by the Board.

Cash Incentive Bonus

The Company’s uses the Cash Incentive Bonus to focus the Executive team members on, and reward the Executive Team members for, achieving key corporate objectives, which typically involve a fiscal year performance period. A key driver of cash incentive bonuses for the Executive Team is typically corporate financial and operational performance. Cash incentive bonuses tied to strategic business objectives, which may be individual to or shared among the Executive Team members, are also considered as part of the Cash Incentive Bonus.

Long-Term Equity-Based Incentives

The Board of Directors believes that stock options are excellent long-term incentives for the Executive Team members, aligning the interests of the executives to the shareholders of the Company and assisting in the retention of Executive Team members.

Subject to the Board of Directors assessment and decision at its discretion, initial stock option grants are typically granted to Executive Team members when they start and annually thereafter. The number of options granted to each executive is based on, among other factors, the executive’s contributions to the Company’s performance, the current and expected contributions of the executive to Opera’s long-term performance, his or her position within the Opera Executive Team, and competitive compensation practices.

According to the Company’s current stock option program, the vesting price is set to the market price at the date of grant, and options are earned with an annual vesting over a period of 4 years. The holders of the options are responsible for paying the applicable Company social security taxes on the possible gain from the exercise of the options. The Board of Directors may adjust or amend the terms of the option plan when this is deemed to be in the Company's interest and does not contravene existing contractual commitments or applicable law.

Options granted in 2008 could be exercised at pre-defined dates within one year from the vesting date. In December 2008, the Board decided to change this so that the options granted from 2009 can be exercised by the option holder at pre-defined dates within three years from the vesting date. The Board of Directors believes that this change increases the retention effects of the option program. This change is subject to the approval from the General Meeting in June 2009.

Pensions

Members of Executive Team participate in regular pensions programs available for all employees of Company.

2008 Compliance

In 2008, the Executive Team received base salaries and cash incentive bonuses in line with the Executive Compensation Policy. Any increases in cash incentive bonuses for FY2008 have been given based on individual merit and to ensure closer alignment with competitive pay practices; no increases in base salary were granted in 2008. As of April 2009, the Governance Committee established, and the Board of Directors approved, the cash incentive bonuses for the Executive Team for FY2008.