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:
- Opening by the chairman of the Board – Registration of attending shareholders.
- Election of person to chair the meeting.
- Approval of the calling notice and the agenda.
- Election of a person to countersign the minutes from the meeting together with the chairperson.
- Approval of grant of performance based Restricted Shares Units (“RSUs”).
- Approval of demergers.
- 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.