Otello Corporation ASA

AGM Information • Dec 21, 2015

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE OF EXTRAORDINARY GENERAL MEETING

The shareholders of Opera Software ASA ("Opera" or the"Company") are hereby

summoned to an Extraordinary General Meeting ("EGM") on 25 January 2016 at 09:00

Norwegian time at Felix Conference Centre, Bryggetorget 3, Oslo, Norway.

The following items are to be addressed:

1.                    Opening by the chairman of the Board - Registration of

attending shareholders.

2.                    Election of person to chair the meeting.

3.                    Approval of the calling notice and the agenda.

4.                    Election of a person to countersign the minutes from the

meeting together with the chairperson.

5.                    Approval of grant of performance based Restricted Shares

Units ("RSUs").

6.                    Approval of demergers.

7.                    Closing.

Agenda item 5

Agenda item 5 (RSU grants) is a consequence of the change of leadership at Opera

Mobile Advertising and the settlement of the 2016 AdColony earn-out obligation.

To ensure alignment and retention, Opera has established a new performance based

incentive program that will replace future grants under the existing programs

for Opera Mobile Advertising employees, and which stretches through December

2018. The new program will be based on RSUs or cash bonuses.

Agenda item 6

Opera's business consists primarily of three different business areas: Consumer,

TV and Mobile Advertising. The business area "Consumer" includes Opera's Browser

business, the Privacy and Performance apps business, and the Apps &Games

business. Currently the browser and TV businesses are held in Opera, whereas the

other businesses are held by different subsidiaries in the group. The Board of

Directors proposes that the business areas be organized in individual sub-groups

as this will entail a more appropriate group structure with regard to

management, operations and strategic flexibility. The Board of Directors

therefore proposes to the Extraordinary General Meeting to resolve to carry out

a corporate structure reorganization through demergers, designed specifically to

separate the Browser and TV businesses into two separate entities and move

operations from the ultimate parent company. The Board of Directors considers it

to be important and beneficial for the further development of Opera to create a

group structure allowing the business areas to be developed separately.

For the sake of good order, the proposed corporate structure reorganization has

no direct connection with the ongoing strategic review process, other than that

it gives additional flexibility with respect to future structural solutions. The

strategic review process continues as announced earlier, and further information

will be provided when appropriate.

The first steps of the proposed corporate structure reorganization process are

to transfer the group's business areas related to Browser and TV as well as

subsidiaries to two new wholly owned subsidiaries of Opera; Opera Software AS

and Opera TV AS. This will be completed through two simultaneous and mutually

conditional demergers. The demergers will not affect the listing of the

Company's shares on the Oslo Stock Exchange. The new companies will be unlisted

private limited companies owned with 100% by Opera.

The demergers will be carried out in accordance with the statutory provisions on

demergers set out in chapter 14 of the Norwegian Public Limited Liability

Companies Act and in accordance with the provisions in the Norwegian Tax Act on

tax neutral demergers. If the demerger is approved by the EGM, a six week

creditor notification period will commence on the date of registration of the

EGM resolution in the Norwegian Register of Business Enterprises. Consequently,

and provided that all conditions for implementation are fulfilled, the demergers

are expected to be completed by mid-March of 2016.

For further information on the background, completion and tax consequences of

the demergers, reference is made to the information letter in appendix 2 to the

EGM notice. The information letter also includes a list of all the formal

company documents in connection with restructuring and a referral to where these

are available for download and print on the Company's website.

Please find a letter to the shareholders and a description of RSUs as well as a

detailed notice of the EGM and the registration/proxy attached.

All information about the EGM, the demerger and the RSUs is available on the

Company's website http://www.operasoftware.com/company/investors/stock/meetings.

The notice with appendix  will also be sent to the Company's shareholders.

Petter Lade, Investor Relations

Tel: +47 2369 2400

About Opera Software ASA

Opera enables more than 350 million internet consumers worldwide to connect with

the content and services that matter most to them. Opera also helps publishers

monetize their content through advertising and advertisers reach the audiences

that build value for their businesses, capitalizing on a global consumer

audience reach that exceeds 1 billion.