Opera Software ASA announces offering of up to 10 million new shares

NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA

Opera Software ASA ("Opera" or "the Company") announces an offering of up to 10 million shares, equal to 7.5% of the existing share capital of the Company (the "Offering"). The Offering will comprise of a private placement to institutional investors in Norway and internationally.

Opera has retained a group of banks as joint bookrunners in connection with the Offering (the "Managers"). As part of the Offering, Opera has entered into a placing agreement with the Managers.

The purpose of the placement is to strengthen the Company´s capital base for current and future strategic acquisition activities and obligations. In particular, the proceeds of the placement will provide the Company with additional funding flexibility to meet its earn-out obligations in connection with the recent AdColony acquisition.

The subscription price will be determined through an accelerated book-building process. The book-building period will commence immediately and is expected to close at 08:00 hours (CET) on June 27, 2014 with settlement expected to occur on or around July 2, 2014. The Company may, however, at any time close or extend the book-building period at its discretion.

Opera has agreed not to undertake a further issue or sale of ordinary shares or securities convertible into ordinary shares for a period of 90 days following settlement of the Offering with the Managers, subject to customary exceptions.

The Managers have entered into a share lending agreement (the “Stock Loan”) with certain existing shareholders of the Company (the “Lenders”) and the Offering will be settled with existing shares borrowed under the Stock Loan which will be tradable immediately following settlement. The Lenders, which include Arepo AS controlled by board member Kari Stautland, will receive a market rate commission for the Stock Loan, such commission being payable by the Company.

In connection with the Offering, the Company will issue a number of new shares equivalent to the number of shares placed in the Offering in accordance with the Board authorization established at the Company's General Meeting held on June 3, 2014 (the “New Shares”). The proceeds of the Offering will be used to subscribe for the New Shares, which will be redelivered to the Lenders to satisfy obligations under the Stock Loan. The New Shares will be registered with a separate ISIN number and may not be traded on the Oslo Stock Exchange until the Company has issued a listing prospectus and the New Shares have been registered in the VPS under the Company's ordinary ISIN.

For further information, please contact:

Erik Harrell, CFO/CSO

Tel: +47 2369 2400

Petter Lade, Investor Relations

Tel: +47 2369 2400

This announcement does not constitute a prospectus or an offer or invitation to purchase securities.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as amended, including by the 2010 PD Amending Directive (Directive 2010/73/EU), as and to the extent implemented in the relevant EEA member state, and any relevant implementing measure in the relevant member state.

In addition, in the United Kingdom, this announcement is not being distributed by, nor has it been approved for the purposes of 21 of the Financial Services and Markets Act 2000 ("FSMA") by a person authorized under FSMA and is directed only at, persons (i) who are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2) of the Order, and other persons to whom it may lawfully be communicated ("relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.

These materials are not an offer of securities for sale into the United States. The securities to which these materials relate have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, registration under the Securities Act.  The securities to which these materials relate will only be sold in the United States to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A of the Securities Act ("Rule 144A")) in reliance on Rule 144A and all sales of the securities outside the United States will be made in reliance on Regulation S under the Securities Act. There will be no public offering of the securities in the United States.

The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan, the United States or South Africa.

The price and value of the Opera shares may go up as well as down. Persons needing advice should contact a professional adviser. Past performance cannot be relied upon as a guide to future performance.

The Managers are acting for Opera and for no one else in connection with the Offering and will not be responsible to anyone other than the Company for proving the protections afforded to their respective customers or for affording advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. The Managers may each participate in the Offering on a proprietary basis.

This announcement has been issued by and is the sole responsibility of the Company. Apart from the responsibilities and liabilities, if any, that may be imposed on the Managers by applicable laws, the Managers do not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by the Managers, or on the Managers behalf, in connection with the Company or the Offering, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Managers each accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this document and any such statement.

Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Opera has attempted to identify important factors that could cause actual events or results to differ from those described in forward-looking statements contained herein, there can be no assurance that the forward-looking statements will prove to be accurate as actual future events could differ materially from those anticipated in such statements. Some of the factors that could cause or contribute to such differences are described in the Opera Software ASA FY 2013 Annual Report under the heading "Risk Factors".

Except as may be required by applicable law or stock exchange regulation, Opera undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

* * * * * * *

About Opera Software

Opera enables more than 350 million internet consumers worldwide to connect with the content and services that matter most to them and more than 130 mobile operators to deliver the very best possible internet experience to their subscriber base.  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 500 million.

Opera and Opera Mediaworks are trademarks of Opera Software ASA. All other trademarks are the property of their respective owners.

Learn more about Opera at www.opera.com.