Notice is hereby given to the shareholders of Opera Software of the Annual General Meeting to be held on Wednesday June 15, 2005 at 16.00 (CET) at Felix Konferansesenter, Bryggetorget 3, 0250 Oslo, Norway.
The following matters will be on the agenda of the Meeting:
Shareholders who wish to attend the General Meeting, either in person or by proxy, are requested to complete and return the attendance slip, specifying any proxies by 4.00 p.m. (CET) Tuesday, June 13, 2005.
The Directors' report and the annual accounts, together with the auditor's report for 2004, are contained in the annual report that has been sent to all shareholders. Opera Software's annual report for 2004 (English version) is also available on the company's Web site: www.opera.com/company/investors/finance
The Nomination Committee of Opera Software nominates the following candidates to the Board of Director's of the company;
Grace Reksten Skaugen is proposed as a new member of the Board. Skaugen has a Doctorate in laser physics from Imperial College, London and a MBA from the Norwegian School of Management (BI). She has extensive experience in finance having spent nine years as a Director of Corporate Finance at Orkla Enskilda, one of Scandianvia's leading brokerage firms. Skaugen is a member of the board of Statoil, Storebrand, Tandberg and Atlas Copco and Chairman of Entra Eiendom, a company owned by the Norwegian state. In addition to receive the suggested remuneration as a Norwegian non-executive director, it is proposed that Skaugen receives 75 000 options at strike NOK 10. The options run over four years with 25% being exercisable per year. The first 25% can be exercised in June 2006.
The Nomination Committee to be elected is proposed as follows:
The following Directors' fees are proposed:
It is proposed that the Board of Directors is being granted a mandate to increase the share capital by up to NOK 198 530 through the issue of up to 9 926 500 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. This authority is to be valid until the date of the next Annual General Meeting, but in no event longer than 30th June 2006. 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 an authorisation for the company to acquire its own shares with a maximum aggregated par value of up to NOK 198 530, which equals 10% of the share capital and with a maximum aggregated purchase price of MNOK 62.1 which equals the retained earnings in the company. The price per share shall be minimum NOK 0.02 and maximum NOK 20. 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. This authority is to be valid until the date of the next Annual General Meeting, but in no event longer than 30th June 2006.
Erik Carson Harrell
CFO
Tel: +47 24 16 40 53
Petter Lade
Investor Relations Manager
Tel: +47 24 16 44 44
D&B Business Report Rating - AAA