Notice of Annual General Meeting to Be Held on December 9, 2025

Rhea-AI Summary

Opera (NASDAQ: OPRA) will hold its 2025 annual general meeting on December 9, 2025 at 10:00 a.m. CET in Wroclaw, Poland. The agenda includes a proposal to amend the employee equity incentive plan to increase the Share Reserve by 2,000,000 ADSs and to allow an annual automatic increase of 1,000,000 ADSs each January 1 starting January 1, 2026 (or a lesser number set by the board).

The Plan currently allows up to 10,000,000 ADSs; as of Q3 2025 the Company has granted awards equivalent to ~9.75 million ADSs (7.62M vested; 2.13M unvested). The Board set November 4, 2025 as the record date and the Amendment requires a simple majority vote. ADS holders must vote through The Bank of New York Mellon. Meeting materials and the Form 20-F are available on the investor website.

Insights

Corporate Governance Analyst

AGM will seek shareholder approval to expand the equity award pool, adding 2M ADSs and annual increases.

The Board proposes an amendment to the existing equity incentive Plan to raise the Share Reserve from 10,000,000 ADSs to 12,000,000 ADSs and to permit a recurring annual increase of 1,000,000 ADSs each January 1, 2026. This change directly increases the ceiling of shares available for grants and preserves the company’s ability to issue Awards to employees, officers and directors under current plan mechanics.

The proposal creates a predictable mechanism for future grants but also raises dilution risk: the initial bump represents roughly 2.2% of total shares outstanding. The simple majority vote requirement and the December 9, 2025 AGM timeline make shareholder approval the immediate dependency; the record date for voting is November 4, 2025. Watch for the actual vote outcome at the AGM and any board-set adjustments to the annual increase prior to each calendar year.

Compensation and Capital Structure Expert

Increase in Share Reserve formalizes continued equity-based compensation, with modest immediate dilution and open-ended annual add-ons.

The amendment restores headroom in the Plan after cumulative grants of ~9.75 million ADSs, of which 7.62 million vested and 2.13 million remain unvested through Q3 2025. Raising the cap to 12 million ADSs plus an annual automatic increase of 1,000,000 ADSs provides the company continued flexibility to grant Restricted Share Units and Options without repeated shareholder approvals.

Key risks include incremental dilution over time and the possibility that the Board will set the lesser annual amount each January; shareholders should monitor the actual grant pace, vesting schedules, and any disclosure of award sizes after the December 9, 2025 vote. Expect clarity on dilution impact within the next 12 months following any approved automatic increases and subsequent grant disclosures.

(or any adjourned or postponed meeting thereof)

OSLO, Norway, Nov. 7, 2025 /PRNewswire/ -- Opera Limited (the "Company") (NASDAQ: OPRA), a leading global browser and AI agent company, today announced that it will hold the 2025 annual general meeting of shareholders (the "AGM") at 10:00 a.m. Central European Time on December 9, 2025 at the Opera offices in Wroclaw, Poland (Opera Software, ul. Plac Teatralny 8, 50-051 Wroclaw, Poland).

The agenda for this year's AGM includes:

• A proposal to attract, motivate, retain and reward talent, provide continued additional incentives to our officers, employees, directors and other eligible persons, and promote the success of our business and the interests of our shareholders over the years to come, by expanding the pool of available awards under the Company's employee equity incentive plan ("Share Reserve") as follows:

a. by the addition of two (2) million American depositary shares ("ADSs"); and

b. with an annual increase of an additional one (1) million ADSs on each January 1, starting on January 1, 2026, or such lesser number of ADSs as may be set by our Board of Directors prior to the first day of any calendar year.

• To transact such other business as may properly come before the 2025 AGM or any adjournment or postponement thereof.

The Company adopted the 2017 Restricted Share Unit Plan on April 7, 2017 and later adopted an Amended and Restated Share Incentive Plan on January 10, 2019 (the "Plan") to promote the success of our business and the interests of our employees and shareholders by providing long term incentives in the form of Restricted Share Units or Options (collectively "Awards"). Under this Plan, up to a maximum of 10,000,000 ordinary shares are available for Awards, corresponding to a maximum of 10,000,000 ADSs.

Over the approximately eight and a half years that the Plan has been effective, as of the end of the third quarter of 2025, the Company had granted Awards under the Plan equivalent to approximately 9.75 million ADSs, net of forfeitures, of which 7.62 million have already vested and 2.13 million are scheduled to vest in the years to come.

In order to preserve the Company's ability to grant Awards for future periods, the Company proposes an amendment to the Plan (the "Amendment") to increase the Share Reserve by 2 million ADSs, representing approximately 2.2% of the Company's total shares outstanding, from 10 million ADSs to 12 million ADSs, as well as an additional annual increase of 1 million ADSs each January 1, starting on January 1, 2026, or such lesser number of ADSs as may be set by our Board of Directors prior to the first day of any calendar year.

The purpose of the Amendment is to ensure that the Company has the ability to continue to grant Awards to officers, employees, directors and other eligible persons, in line with the Company's historical practices, to link their interests with those of our shareholders over the years to come.

The Board of Directors has fixed the close of business on November 4, 2025 (Eastern Time) as the record date (the "Record Date"). Shareholders of record of the Company's ordinary shares, at the close of business on the Record Date are entitled to notice of, and to vote at, the AGM or any adjournment or postponement thereof. Holders of the Company's ADSs who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company's ADS program, The Bank of New York Mellon. The notice of the AGM, which sets forth the resolutions to be submitted to shareholder approval at the meeting, is available on the Company's website at investor.opera.com. The proposed Amendment is subject to a simple majority vote.

Shareholders and ADS holders may obtain a copy of the Company's annual report on Form 20-F, free of charge, from the Company's website at investor.opera.com/sec-filings.

About Opera

Opera is a user-centric and innovative software company focused on enabling the best possible internet browsing experience across devices. Hundreds of millions worldwide use Opera's mobile and desktop browsers for their speed, security and unique features, enhanced with integrated AI that enables users to navigate and interact with the web in new transformative ways. Founded in 1995, and headquartered in Oslo, Norway, Opera is listed on the Nasdaq stock exchange under the ticker symbol "OPRA". Download Opera products from opera.com and learn more about Opera at investor.opera.com.

 

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SOURCE Opera Limited

FAQ

When and where will Opera (OPRA) hold its 2025 annual general meeting?

The AGM is scheduled for December 9, 2025 at 10:00 a.m. CET at Opera offices in Wroclaw, Poland.

What equity plan change will OPRA shareholders vote on at the December 9, 2025 AGM?

Shareholders will vote on an amendment to increase the Share Reserve by 2,000,000 ADSs and permit an annual automatic increase of 1,000,000 ADSs each January 1 beginning 2026.

How many ADSs are currently available under Opera's incentive plan and how many have been granted?

The Plan allows up to 10,000,000 ADSs; as of Q3 2025 the company granted awards equivalent to ~9.75 million ADSs (7.62M vested; 2.13M unvested).

What is the record date for voting at the Opera (OPRA) AGM and what vote is required to approve the amendment?

The record date is November 4, 2025 (ET), and the proposed Amendment requires a simple majority to pass.

How do ADS holders of OPRA exercise voting rights for the AGM?

Holders of ADSs must exercise voting rights for underlying ordinary shares through the ADS depositary, The Bank of New York Mellon.

Where can investors find the AGM notice and Opera's annual report (Form 20-F)?

The AGM notice and a free copy of the company's Form 20-F are available on Opera's investor website at investor.opera.com.