Opera

The Annual General Meeting of Opera Software ASA was held at Felix Conference Center, Aker Brygge, Oslo, Norway on June 15, 2005. 39,061,840 shares were represented, of which 15,614,405 were represented by proxy. There are a total of 100,773,747 shares in the Company. Hence, 38.76 % of the shares were represented. 17 shareholders were physically present.

The meeting was opened by Christian H. Thommessen, Chairman of the Board.

The following was resolved:

1. Election of a chairman for the meeting and two individuals to countersign the minutes

  • Christian H.Thommessen was elected to chair the meeting.
  • Christian Petersen and Snorre Grimsby were elected to countersign the minutes.

2. Approval of the Notice and Agenda

  • The notice and agenda were approved.

3. Approval of the annual accounts for 2004 for Opera Software ASA and the Opera Group and the annual report of the Board of Directors.

  • The annual accounts, report of the Board of Directors, including application of the result were approved.
  • Henning Aass, the Company's auditor, had no remarks to any of the above.

4. Election of the Board of Directors and Nomination Committee

The following candidates were elected as members of the Board of Directors of the company:

  • Christian H. Thommessen, Chairman
  • John Patrick
  • Nils Rydbeck
  • Michael Tetzschner
  • Grace Reksten Skaugen
  • Håkon Wium Lie

Grace Skaugen Reksten was elected as a new member of the Board. Tore Mengshoel and Lars Thoresen resigned as board members. The general meeting thanked them for the valuable participation as board members through several years.

The following people were elected as members of the Nomination Committee of the company:

  • Ole Peter Lorentzen
  • Geir Ivarsøy
  • Nils Foldal

5. Determination of the Board's remuneration

The following Directors' fees were approved:

  • Chairman: NOK 250,000,-
  • Non-Norwegian non-executive directors: USD 25,000.-
  • Norwegian non-executive directors: NOK 150,000.-
  • Employee representatives: NOK 30,000.-

6. Approval of the auditor's remuneration

The remuneration to the auditor of NOK 242,000.- was approved.

7. Authorisation to increase share capital

The Board of Directors was 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.

8. Authorisation to acquire own shares

The board of directors was authorised by the general meeting to acquire the company's 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.

9. Management's status report

The management presented a status report.

Christian H. Thommessen,
Chairman of the board
Christian F. Petersen
Snorre M. Grimsby