ENERO GROUP LIMITED — AGM Information 2007

Oct 21, 2007

10.00am 20 November 2007

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of members of Photon Group Limited (Photon) will be held at The Albert Room, InterContinental Hotel Sydney at 10.00am on 20 November 2007.

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Photon Group Limited Notice of Annual General Meeting

Agenda

Ordinary Business

4.3 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 215,012 Photon Shares to the vendors of OB Media, LLC, on the terms described in this notice and explanatory notes.

1 Accounts and Reports

To receive and consider the Balance Sheet of Photon Group Limited (Photon) as at 30 June 2007, the Income Statement of Photon for the year ended on that date with the consolidated accounts of Photon and its controlled entities in accordance with the Corporations Act and the reports of the Directors and auditors.

• 4.4 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 347,222 Photon Shares to the vendors of C4 Communications Pty Limited, on the terms described in this notice and explanatory notes.

2 Remuneration Report

To adopt the remuneration report for the year ended 30 June 2007.

• 4.5 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 158,228 Photon Shares to the vendors of ISS Consolidated Pty Limited, on the terms described in this notice and explanatory notes.

3 Election of Directors

To consider and, if thought fi t, to pass the following resolutions as ordinary resolutions:

• 3.1 That Brian Bickmore who retires in accordance with clause 6.1(f) of Photon’s constitution and, being eligible, offers himself for election, be re-elected as a Director of Photon.

• 4.6 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 45,000 Photon Shares to the vendors of Bellamy Hayden Pty Limited, on the terms described in this notice and explanatory notes.

• 3.2 That Paul Gregory who retires in 4.7 That, for the purposes of ASX accordance with clause 6.1(f) of Listing Rule 7.4, approval be given Photon’s constitution and, being for the issue of 100,000 Photon eligible, offers himself for re-election, Shares to the vendors of Club Sales be re-elected as a Director of and Merchandising Pty Limited and Photon. Club Food Brokerage Pty Limited, on the terms described in this notice

• 4 Approval of Prior Issues of and explanatory notes.

• 4 Approval of Prior Issues of Photon Shares

• 4.8 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 600,000 Photon Shares to the vendors of BMF Advertising Pty Limited and BMF Holdco Pty Limited, on the terms described in this notice and explanatory notes.

To consider and, if thought fi t, to pass the following resolutions as ordinary resolutions:

• 4.1 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 653,801 ordinary shares issued in Photon (Photon Shares) to the Deferred Consideration Vendors (as further described in the explanatory notes), on the terms described in this notice and explanatory notes.

Photon will disregard any votes cast on Resolutions 4.1 to 4.8 by the shareholders to whom the relevant Photon Shares were issued, and any of their respective associates.

• 4.2 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 2,262,769 Photon Shares to the vendors of iMega Pty Limited, on the terms described in this notice and explanatory notes.

However, Photon need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5 Issue of Options to Tim Hughes

To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• 5.1 That, for the purposes of ASX Listing Rule 10.11, approval be given for the issue of 1,000,000 options to subscribe for Photon Shares to Tim Hughes, the Executive Chairman of Photon, on the terms described in the explanatory notes.

Photon will disregard any votes cast on Resolution 5.1 by Tim Hughes and any of his associates.

However, Photon need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• 6 Approval of the Senior Executive Option Plan (SEOP)

To consider and, if thought fi t, to pass the following resolution as an ordinary resolution:

• 6.1 That the Senior Executive Option Plan (SEOP) described in the explanatory notes is approved for all purposes (including for the purpose of Listing Rule 7.2 Exception 9 so that any securities issued in accordance with the terms of the SEOP qualify as an exception to Listing Rule 7.1).

Photon will disregard any votes cast on Resolution 6.1 by any of the Directors of Photon and any of their associates (except any Director who is ineligible to participate in any employee incentive scheme in relation to Photon).

However, Photon need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Photon Group Limited Notice of Annual General Meeting

• 7 Issue of Options under the SEOP to Tim Hughes, Matthew Bailey and Tony Rowlinson

• To consider and, if thought fi t, to pass the following resolutions as ordinary resolutions:

• 7.1 That, subject to the passing of Resolution 6 and for the purposes of ASX Listing 10.14, approval be given for the issue of 3,000,000 options to subscribe for Photon Shares to Tim Hughes, the Executive Chairman of Photon, under the terms of the SEOP as described in the explanatory notes.

• 7.2 That, subject to the passing of Resolution 6 and for the purposes of ASX Listing Rule 10.14, approval be given for the issue of up to 900,000 options to subscribe for Photon Shares to Matthew Bailey, the Chief Executive Offi cer of Photon, under the terms of the SEOP as described in the explanatory notes.

• 7.3 That, subject to the passing of Resolution 6 and for the purposes of ASX Listing Rule 10.11, approval be given for the issue of up to 600,000 options to subscribe for Photon Shares to Tony Rowlinson, a former Director and current executive of Photon, under the terms of the SEOP as described in the explanatory notes.

Photon will disregard any votes cast on resolutions 7.1 and 7.2 by any of the Directors of Photon and any of their associates (except any Director who is ineligible to participate in any employee incentive scheme in relation to Photon). Photon will disregard any votes cast on resolution 7.3 by Tony Rowlinson and any of his associates.

However, Photon need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8 Financial Assistance

To consider and, if thought fi t, to pass the following resolutions as special resolutions:

• 8.1 That, in accordance with section 260B(2) of the Corporations Act 2001 (Cth) (the Act), approval be and is hereby given for the provision of fi nancial assistance proposed to be given by Messagenet Pty Limited (ACN 082 712 589) (Messagenet) and See Life Differently Holdings Pty Limited (ACN 091 470 012) (SLDH), to assist the acquisition by Belong Pty Limited (ACN 125 822 086), a wholly owned subsidiary of Photon, of all of the issued shares in Messagenet and SLDH, as described in Item 8 of the explanatory notes in relation to this resolution.

• 8.2 That, in accordance with section 260B(2) of the Act approval be and is hereby given for the provision of fi nancial assistance proposed to be given by:

• (a) iMega Pty Limited (ACN 107 548 489);

• (b) AusRep Pty Limited (ACN 120 665 607);

• (c) Jigsaw Strategic Research Pty Limited (ACN 064 553 626);

• (d) The Artel Group Pty Limited (ACN 108 451 449);

• (e) C4 Communication Pty Limited (ACN 101 258 388);

• (f) ISS Marketing Pty Limited (ACN 126 260 768);

• (g) Demonstration Plus Pty Limited (ACN 056 342 262);

• (h) Markson Sparks Publicity Pty Limited (ACN 119 462 645);

• (i) Bellamy Hayden Pty Limited (ACN 093 668 396);

• (j) Bellamy Hayden SE Asia Pty Ltd (ACN 121 849 492);

• (k) Club Sales and Merchandising Pty Limited (ACN 087 700 865);

• (l) Club Food Brokerage Pty Limited (ACN 082 373 144);

• (m) BMF Holdco Pty Limited (ACN 127 491 105);

• (n) BMF Advertising Pty Ltd (ACN 073 782 742);

• (o) Kaleidoscope Marketing Communications Pty Limited (ACN 081 284 808);

• (p) Republicorp Pty Limited (ACN 115 727 314);

• (q) Pop Productions Pty Ltd (ACN 094 947 789);

• (r) Brand Impact Pty Ltd (ACN 112 913 274);

• (s) Counterpoint Marketing & Sales Pty Ltd (ACN 099 200 094);

• (t) See Life Differently Pty Ltd (ACN 098 116 593);

• (u) USA Online Pty Limited (ACN 108 815 701);

• (v) Web Agency Pty Limited (ACN 093 550 273);

• (w) Freegroove Pty Limited (ACN 108 684 279);

• (x) iMarketing Pty Limited (ACN 115 991 467);

• (y) The Artel Group Marketing Service Pty Limited (ACN 097 986 073);

• (z) Kolorart Graphics Pty Ltd (ACN 002 820 037);

• (aa) Yield Media Pty Limited (ACN 119 692 349);

• (bb) Found Agency Pty Limited (ACN 110 867 895);

• (cc) Belgiovane Williams Mackay Pty Limited (ACN 073 463 966);

• (dd) DVL Smith Group Pty Limited (ACN 123 038 479);

• (ee) Cox Inall Communications Pty Limited (ACN 103 190 085);

• (ff) I Group BWM Pty Limited (ACN 093 347 472);

• (gg) Patterson Partners Adcafe Pty Limited (ACN 119 837 428); and

• (hh) Pixel Dust Pty Limited (ACN 109 965 415),

(Acquired Companies),

to assist the acquisition by Photon of all of the issued shares in the Acquired Companies upon the terms described in Item 8 of the explanatory notes in relation to this resolution.

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Photon Group Limited Notice of Annual General Meeting

Agenda

Information for Shareholders

A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where two proxies are appointed, each proxy may be appointed to represent a specifi c proportion of the shareholder’s voting rights and an additional form of proxy is available on request from Photon. A proxy need not be a shareholder of Photon.

Where a shareholder appoints two proxies and the appointment does not specify the proportion or number of the shareholder’s votes each proxy may exercise, each proxy may exercise half of the votes.

The form of proxy must be signed by a shareholder or a shareholder’s attorney. Proxies given by corporations must be signed in accordance with their constituent documents or as authorised by the Corporations Act.

If the form of proxy is executed under power of attorney it must accompany the form of proxy unless it has already been noted by Photon.

In the case of joint shareholders, names of the joint shareholders should be shown on the form of proxy.

Photon has determined in accordance with regulation 7.11.37 of the Corporations Regulations, that for the purpose of voting at the general meeting Photon Shares will be taken to be held by those who hold them at 10.00am on 18 November 2007.

To be valid proxy forms must be lodged with Photon: Level 9, 155 George Street, Sydney, NSW 2000 not less than 48 hours before the time for holding the meeting, that is by 10.00am on 18 November 2007. Proxies may also be sent by facsimile transmission to either Computershare on (02) 8235 8220 or Photon on (02) 8213 3030.

Shareholder queries should be directed to the Company Secretary at Photon on (02) 8213 3032 or email agm@photongroup.com

By order of the Board

==> picture [122 x 46] intentionally omitted <==

Clare Battelino Company Secretary 19 October 2007

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Photon Group Limited Notice of Annual General Meeting

Explanatory Notes

Item 2 – Remuneration Report

The vote on the remuneration report is advisory only and does not bind the Directors or Photon. The remuneration report is set out on pages 6 to 9 of Photon’s Annual Financial Report for the year ended 30 June 2007. The report:

• explains the Board’s policies in relation to remuneration paid to Photon’s Directors, the Company Secretary and senior managers;

• reviews the relationship between those policies and Photon’s performance;

• provides details of the remuneration paid to Directors and some members of Photon’s senior management team; and

• provides details of performance conditions relating to remuneration, and how performance against the conditions is measured.

A reasonable opportunity will be provided for discussion of the remuneration report at the meeting.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 3 – Re-election of Directors

Clause 6.1(f) of Photon’s constitution requires one third of Directors (rounded down to the nearest whole number and excluding the Managing Director) and any other Director who, if he or she does not retire, will at the conclusion of the meeting have been in offi ce for three or more years or for three or more AGMs since he or she was last elected to offi ce, must retire at the AGM. Retiring Directors may seek re-election. Brian Bickmore and Paul Gregory are current Directors of Photon who are retiring and seeking re-election in accordance with clause 6.1(f) of the constitution.

The Photon Board (other than Brian Bickmore) unanimously recommends that shareholders vote in favour of Resolution 3.1 to re-elect Brian Bickmore as a Director of Photon.

The Photon Board (other than Paul Gregory) unanimously recommends that shareholders vote in favour of Resolution 3.2 to re-elect Paul Gregory as a Director of Photon.

Item 4 – Approval of Prior Issues of Photon Shares

Photon has issued a number of Photon Shares and options over Photon Shares in the last 12 months. Listing Rule 7.4 allows Photon to treat an issue of Photon Shares which was made without shareholder approval under Listing Rule 7.1 as being made with such approval under Listing Rule 7.1, if:

• (a) the issue did not breach Listing Rule 7.1 at the time that it was made; and

• (b) shareholders subsequently approve the issue.

If shareholders approve these issues of Photon Shares, it will have the effect of “refreshing” Photon’s ability to issue further Photon Shares during the following 12 months. Approving this resolution gives Photon fl exibility in relation to any issues it may make in the future.

Shareholders are being asked to approve the following issues of Photon Shares which have taken place in the last 12 months.

Item 4.1 – Deferred consideration under post-IPO transactions On 25 October 2006, Photon announced that it had issued 653,801 Photon Shares as deferred consideration for businesses acquired by Photon since the initial public offering, as disclosed in the Appendix 3B which was lodged with ASX on 25 October 2006.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 653,801 Photon Shares were issued.

• (b) 305,667 Photon Shares were issued at a price of $4.42 per share, being the 30 day volume weighted average price for the period up to 12 July 2006 and 348,134 Photon Shares were issued at a price of $4.25 per share, being the 30 day volume weighted average price for the period up to 30 June 2006.

• (c) The Photon Shares were issued on the same terms as other Photon Shares, except that the 305,667 shares are subject to voluntary escrow restrictions that will cease on 30 September 2007.

• (d) The Photon Shares were issued to the vendors of IDEAssociates Pty Limited, The Leading Edge Market Research Consultants Pty Limited, Republicorp Pty Limited, Australian Business Theatre Group Pty Limited and Kaleidoscope Marketing Services Pty Limited (Deferred Consideration Vendors).

• (e) No funds were raised as the Photon Shares were issued as deferred consideration for the acquisition of IDEAssociates Pty Limited, The Leading Edge Market Research Consultants Pty Limited, Republicorp Pty Limited, Australian Business Theatre Group Pty Limited and Kaleidoscope Marketing Services Pty Limited.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 4.2 – iMega Acquisition

On 2 November 2006, Photon announced that it had acquired the remaining 10% of the issued shares in the capital of iMega Pty Limited, an online marketing group. The consideration provided by Photon included the issue of 2,262,769 Photon Shares, as disclosed in the Appendix 3B which was also lodged with ASX on 2 November 2006.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 2,262,769 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $5.86 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon.

• (d) The Photon Shares were issued to the vendors of iMega Pty Limited.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of the remaining 10% of iMega Pty Limited.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

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Photon Group Limited Notice of Annual General Meeting

Explanatory Notes

Item 4.3 – OB Media Acquisition On 13 December 2006, Photon announced that it had agreed to acquire OB Media, LLC, an internet marketing group. The consideration paid by Photon included the issue of 215,012 Photon Shares. Completion of the acquisition took place on 12 January 2007 and 215,012 Photon Shares were issued to the vendors of OB Media, LLC, on this date as disclosed in the Appendix 3B lodged with ASX on 12 January 2007.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 215,012 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $5.93 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon.

• (d) The Photon Shares were issued to the vendors of OB Media, LLC.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of OB Media, LLC.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 4.4 – C4 Communications Acquisition

On 14 February 2007, Photon announced that it had acquired C4 Communications Pty Limited, a digital, experiential and multimedia company. The consideration paid by Photon included the issue of 347,222 Photon Shares, as disclosed in the Appendix 3B which was also lodged with ASX on 14 February 2007.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 347,222 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $5.76 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon.

• (d) The Photon Shares were issued to the vendors of C4 Communications Pty Limited.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of C4 Communications Pty Limited.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 4.5 – ISS Marketing Acquisition On 30 July 2007, Photon announced that it had agreed to acquire ISS Consolidated Pty Limited, an independent promotional marketing agency. The consideration paid by Photon included the issue of 158,228 Photon Shares, as disclosed in the Appendix 3B which was lodged with ASX on 2 August 2007.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 158,228 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $6.32 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon.

• (d) The Photon Shares were issued to the vendors of ISS Consolidated Pty Limited.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of ISS Consolidated Pty Limited.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 4.6 – Bellamy Hayden Acquisition On 29 August 2007, Photon announced that it had agreed to acquire the outstanding 60% of Bellamy Hayden Pty Limited that it did not already own. The consideration paid by Photon included the issue of 45,000 Photon Shares, as disclosed in the Appendix 3B which was also lodged with ASX on 29 August 2007.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 45,000 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $5.53 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon.

• (d) The Photon Shares were issued to the vendors of Bellamy Hayden Pty Limited.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of Bellamy Hayden Pty Limited.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 4.7 – Club Sales Acquisition On 3 September 2007, Photon announced that it had agreed to acquire Club Sales and Merchandising Pty Limited and Club Food Brokerage Pty Limited (collectively, Club Sales), a fi eld marketing company. The consideration paid by Photon included the issue of 100,000 Photon Shares, as disclosed in the Appendix 3B which was also lodged with ASX on 3 September 2007.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 100,000 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $6.23 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon, except that the shares will not be entitled to the dividend that was declared by Photon on 22 August 2007.

• (d) The Photon Shares were issued to the vendors of Club Sales.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of Club Sales.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

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Photon Group Limited Notice of Annual General Meeting

Item 4.8 – BMF Acquisition

On 17 September 2007, Photon announced that it had agreed to acquire BMF, an independent advertising agency, which was effected by the acquisition of all of the shares in BMF Advertising Pty limited and BMF Holdco Pty Limited (collectively, BMF). The consideration paid by Photon included the issue of 600,000 Photon Shares, as disclosed in the Appendix 3B which was also lodged with ASX on 17 September 2007.

Photon provides the following information to shareholders in relation to this resolution in accordance with Listing Rule 7.5:

• (a) A total of 600,000 Photon Shares were issued.

• (b) The Photon Shares were issued at a price of $6.25 per share.

• (c) The Photon Shares were issued on the same terms as other issued shares of Photon, except that the shares will not be entitled to the dividend that was declared by Photon on 22 August 2007.

• (d) The Photon Shares were issued to the vendors of BMF.

• (e) No funds were raised as the Photon Shares were issued in part payment of the consideration for the acquisition of BMF.

The Photon Board unanimously recommends that shareholders vote in favour of this resolution.

Item 5 – Issue of Options to Tim Hughes

On 12 July 2007, Photon announced that Tim Hughes, Photon’s Executive Chairman, had agreed to a three year extension to his Service Agreement. Under the terms of the Service Agreement, Tim Hughes will be issued with two tranches of options, which are the subject of shareholder approval at the 2007 AGM. One tranche of options is proposed to be issued under the terms of the SEOP, which is the approval the subject of Resolution 7.1. The other tranche of options is the subject of Resolution 5.1.

The Board considers that the issue of options under Tim Hughes’ revised Service Agreement is an appropriate and reasonable component of Tim Hughes’ remuneration, having regard to the circumstances of Photon and Tim Hughes’ role with Photon.

Shareholder approval for the issue of the options pursuant to Resolution 5.1 is sought for the purposes of Listing Rule 10.11, which requires shareholder approval prior to any issue of securities to a related party of Photon. A related party of Photon includes Photon’s Directors.

Listing Rule 7.1 provides that an entity may not issue securities representing more than 15% of its issued capital in any 12 month period without fi rst obtaining shareholder approval. An exception to Listing Rule 7.1 (Exception 14 in Listing Rule 7.2) is where an approval to the issue of the securities has been obtained under Listing Rule 10.11. Accordingly, if this resolution is passed, the issue of the 1,000,000 options to Tim Hughes will not be included in the 15% calculation for the purposes of Listing Rule 7.1.

For the purposes of Listing Rule 10.13, Photon provides the following information:

• (a) It is proposed that Tim Hughes, the Executive Chairman of Photon, be issued with options.

• (b) The maximum number of securities to be issued to Tim Hughes under his Service Agreement is 1,000,000 options, and, if those options are exercised, 1,000,000 Photon Shares (subject to the effect of any reorganisation of capital or bonus issues that Photon undertakes before the options are exercised).

• (c) The 1,000,000 options will be issued to Tim Hughes as soon as practicable following the 2007 AGM and by no later than one month after the date of the 2007 AGM.

• (d) The options will be granted to Tim Hughes for nil consideration. The exercise price for each option is $6.00.

• (e) There will be no funds raised from the issue of the options to Tim Hughes. Any funds raised from the exercise of the options will be used for general working capital requirements.

• (f) The terms and conditions relating to the issue of the options are described below.

Summary of Option Terms

The main features of the options to be issued to Tim Hughes under his revised Service Agreement are set out below.

Issue Price: The options will be issued for nil consideration.

No Loan: Photon will not be providing any loan to Tim Hughes in relation to the exercise of the options.

Exercise Price: The exercise price for each option is $6.00.

Employment Condition: The options will lapse if Tim Hughes ceases to be employed by, or be a Director of, Photon.

Expiry Date: The options expire at the earlier of fi ve years from the issue date or the date on which Tim Hughes ceases to be a Director or employee of Photon. Options not exercised on or before the Expiry Date automatically lapse.

Exercise of Options: Unless the

Board of Photon determines otherwise, no options will vest until 1 July 2010. Subject to that restriction, during an exercise period (each period of one month from the dates upon which Photon lodges its half yearly report and preliminary fi nal report) Tim Hughes may exercise his options at any time by giving Photon notice in writing. All options will become immediately exercisable if a change in control of Photon occurs.

Reconstructions: If at any time prior to the exercise by Tim Hughes of any outstanding options, there is any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of Photon, the outstanding options will be reorganised in the manner required by the ASX Listing Rules on a reconstruction of capital at the time of the reconstruction.

Bonus Issues: on each bonus date, each outstanding option confers on Tim Hughes the right to receive on exercise of those outstanding options, not only an allotment of one Photon Share for each of the outstanding options exercised but also an allotment of the additional Photon Shares and/or other securities which he would have received had he participated in that bonus issue.

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Photon Group Limited Notice of Annual General Meeting

Explanatory Notes

Rights Issues: Outstanding options do not carry the right to participate in any new issues of securities by Photon.

Assignment of Options: Tim Hughes may request the Board to issue the options to a company controlled by him. The options may not be assigned to any other person.

Tim Hughes does not make a recommendation in relation to this resolution, as it relates to his personal interests. The remaining members of the Photon Board unanimously recommend that shareholders vote in favour of this resolution.

Item 6 – Approval of the SEOP

Securities issued pursuant to an employee incentive scheme are excluded from the 15% cap in Listing Rule 7.1, if, within three years before the issue of securities, either:

• (a) a summary of the terms of a scheme adopted before listing was disclosed in the prospectus; or

• (b) shareholders have approved the issue of securities as an exception to Listing Rule 7.1 within the previous three years,

provided there have been no changes to the number or terms of securities to be issued or other material terms of the incentive scheme.

Photon announced the proposed introduction of the Senior Executive Option Plan (SEOP) on 12 July 2007 and noted that the issue of up to 8,000,000 initial SEOP options (Initial SEOP Options) would be subject to shareholder approval at Photon’s 2007 AGM.

Therefore, Photon seeks shareholder approval under Listing Rule 7.2, Exception 9, to the SEOP. The effect of shareholder approval under that exception is that any issues of options under the SEOP will not be included in the 15% calculation for the purposes of Listing Rule 7.1. Approval under the exception lasts for three years.

Summary of SEOP

The main features of the SEOP are set out below.

Participation: Senior executives of Photon may, by invitation of the Board, participate in the SEOP (SEOP Participants). Executive Directors of Photon are eligible to participate in the SEOP.

Maximum Number of SEOP Options: The maximum number of options that may be issued under the SEOP is 8,000,000 options.

Issue Price: Options issued under the SEOP (Options) will be issued for nil consideration. Each Option carries the right, upon exercise and payment of the exercise price, to the issue of one Photon Share.

No Loan: Photon will not provide any loan to any SEOP Participants in relation to the exercise of Options.

Exercise Price: The Board has a discretion to determine the exercise price for Options subject to the qualifi cation that the exercise price must not be less than $6.00. The Board has determined that the exercise price for the Initial SEOP Options is $6.00 per Option.

Vesting: The Board has a discretion to determine vesting conditions for Options.

In relation to the Initial SEOP Options, the Board has determined that subject to the Service Condition and Performance Hurdle (each described below) being satisfi ed, for each person that is issued the Initial SEOP Options (Initial SEOP Participant):

• (a) one third of the Initial SEOP Options issued to an Initial SEOP Participant will vest on 1 July 2010 (Tranche 1);

• (b) one third of the Initial SEOP Options issued to an Initial SEOP Participant will vest on 1 July 2011 (Tranche 2); and

• (c) one third of the Initial SEOP Options issued to an Initial SEOP Participant will vest on 1 July 2011 (Tranche 3).

All Options will immediately vest on a change in control of Photon. Each of the Initial SEOP Participants has a Service Contract with Photon that expires on 30 June 2010. The Board has a discretion, in relation to Tranche 2 and Tranche 3, to accelerate vesting to 1 July 2010 where the Service Contract of an Initial SEOP Participant expires on that date.

Exercise Window: While an SEOP Participant is employed by Photon, Options may only be exercised during the periods of one month following announcement by Photon of its full year and half year fi nancial results.

Expiry Date: The Board has a discretion to determine the Expiry Date for Options. The Board has determined in respect of the Initial SEOP Options that the Tranche 1 Options will expire on 31 March 2011 and the Tranche 2 and Tranche 3 Options will expire on 31 March 2012. Options not exercised on or before the Expiry Date automatically lapse.

Service Condition: Unless the Board determines otherwise, no Options will vest if an SEOP Participant is not employed by Photon at the time of vesting. As noted earlier, each of the Initial SEOP Participants has a service contract with Photon that expires on 30 June 2010. The Board has determined that if an Initial SEOP Participant is employed by Photon on 30 June 2010 but his or her service contract expires on that date, the Service Condition will be deemed to be satisfi ed for all Initial SEOP Options.

Performance Condition: The Board has a discretion to determine the performance conditions that will attach to Options.

9

Photon Group Limited Notice of Annual General Meeting

In respect of the Initial SEOP Options, the Board has determined that the following Performance Conditions will apply:

• (a) For the Tranche 1 Options, all Tranche 1 Options will vest if the increase in the volume weighted average price (VWAP) of Photon Shares for the three months ending 30 June 2008 compared to the VWAP of Photon Shares for the three months ending 30 June 2007 (T1 Share Price Growth) is 18% or more. Subject to the qualifi cation noted below:

• (i) no Tranche 1 Options will vest if the T1 Share Price Growth is 8% or less; and

• (ii) if the T1 Share Price Growth is between 8% and 18%, Tranche 1 Options will vest on a straight line basis.

• (b) For the Tranche 2 Options, all Tranche 2 Options will vest if the increase in the VWAP of Photon Shares for the three months ending 30 June 2009 compared to the VWAP of Photon Shares for the three months ending 30 June 2008 (T2 Share Price Growth) is 18% or more. Subject to the qualifi cation noted below:

• (i) no Tranche 2 Options will vest if the T2 Share Price Growth is 8% or less; and

• (ii) if the T2 Share Price Growth is between 8% and 18%, Tranche 2 Options will vest on a straight line basis.

• (c) For the Tranche 3 Options, all Tranche 3 Options will vest if the increase in the VWAP of Photon Shares for the three months ending 30 June 2010 compared to the VWAP of Photon Shares for the three months ending 30 June 2009, or if higher, the VWAP in the three month period ending 30 June 2008 (High Watermark) (T3 Share Price Growth) is 18% or more. Subject to the qualifi cation noted below:

• (i) no Tranche 3 Options will vest if the T3 Share Price Growth is 8% or less; and

If Share Price Growth exceeds 18% in respect of a period, then the amount by which Share Price Growth exceeds 18% will carry forward and be included for the purposes of calculation of the Share Price Growth for the following period.

If a Share Price Growth target is not met in respect of a period (First Period), but the Share Price Growth target in a subsequent period is exceeded to such an extent that the Share Price Growth targets for both periods are met when aggregated, then the relevant Share Price Growth target is deemed to have been met in respect of the First Period.

Reconstructions: If at any time prior to the exercise by an SEOP Participant of any Options, there is a reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of Photon, the Options will be reorganised in the manner required by the ASX Listing Rules on a reconstruction of capital at the time of the reconstruction.

Bonus Issues: On each bonus date, each Option confers on the participant the right to receive on exercise of those Options not only an allotment of one Photon Share for each of the Options exercised but also an allotment of the additional Photon Shares and/or other securities which the SEOP Participant would have received had he or she participated in that bonus issue.

Rights Issues: Unexercised Options do not carry the right to participate in any new issues of securities by Photon.

Assignment of Options: An SEOP Participant may request the Board to issue the Options to a company controlled by the participant. The Options may not be assigned to any other person.

Tim Hughes and Matthew Bailey do not make a recommendation in relation to this resolution, as it relates to their personal interests as they are proposed Initial SEOP Participants. The remaining members of the Photon Board unanimously recommend that shareholders vote in favour of this resolution.

Item 7 – Issue of Options under the SEOP to Tim Hughes, Matt Bailey and Tony Rowlinson The Photon Board proposes, subject to shareholder approval, to issue:

• 3,000,000 Initial SEOP Options to Tim Hughes, Photon’s Executive Chairman;

• 900,000 Initial SEOP Options to Matthew Bailey, Photon’s Chief Executive Offi cer; and

• 600,000 Initial SEOP Options to Tony Rowlinson,

pursuant to the terms of the SEOP, which are summarised above in respect of Item 6.

Listing Rule 10.14 provides that an entity must not permit any directors to acquire securities under an employee incentive scheme without the approval of shareholders. Shareholder approval is therefore sought to permit Tim Hughes and Matthew Bailey to participate in the SEOP.

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without the approval of shareholders. Shareholder approval is therefore sought to permit Tony Rowlinson to participate in the SEOP. Tony Rowlinson is a related party of Photon for the purposes of the Listing Rules because he was a Director of Photon within the previous six months.

The Board has resolved that the issue of the Initial SEOP Options to Tim Hughes, Matthew Bailey and Tony Rowlinson is an appropriate and reasonable component of their remuneration, having regard to the circumstances of Photon and Tim Hughes’, Matthew Bailey’s and Tony Rowlinson’s respective roles with Photon.

• (ii) if the T3 Share Price Growth is between 8% and 18%, Tranche 3 Options will vest on a straight line basis.

10

Photon Group Limited Notice of Annual General Meeting

Explanatory Notes

Item 7.1 – Issue of SEOP Options to Tim Hughes

In accordance with Listing Rule 10.15, the following information is provided to shareholders:

• (a) it is proposed that Tim Hughes, the Executive Chairman of Photon, will be issued with options;

• (b) the maximum number of Initial SEOP Options to be issued to Tim Hughes under the SEOP is 3,000,000 Initial SEOP Options;

• (c) the Initial SEOP Options will be granted to Tim Hughes for nil consideration. The exercise price for each Initial SEOP Option is $6.00;

• (d) the SEOP is a new employee incentive scheme, subject to shareholder approval under Resolution 6. Accordingly, no options have previously been issued to any Photon Directors pursuant to the SEOP;

• (e) all Executive Directors of Photon are entitled to participate in the SEOP. The current Executive Directors of Photon are Matthew Bailey and Tim Hughes. Future Executive Directors of Photon will be eligible to participate in the SEOP, subject to shareholder approval;

• (f) Photon will not provide any loan to any SEOP Participants, including Tim Hughes, in relation to the exercise of the Initial SEOP Options; and

• (g) the 3,000,000 Initial SEOP Options will be issued to Tim Hughes as soon as practicable following the 2007 AGM and by no later than 12 months after the date of the 2007 AGM.

Tim Hughes does not make a recommendation in relation to this resolution, as it relates to his personal interests. The remaining members of the Photon Board recommend that shareholders vote in favour of this resolution

Item 7.2 – Issue of SEOP Options to Matthew Bailey

In accordance with Listing Rule 10.15, the following information is provided to shareholders:

• (a) it is proposed that Matthew Bailey, Photon’s Chief Executive Offi cer, will be issued with Initial SEOP Options;

• (b) the maximum number of Initial SEOP Options to be issued to Matthew Bailey under the SEOP is 900,000 Initial SEOP Options;

• (c) the Initial SEOP Options will be granted to Matthew Bailey for nil consideration. The exercise price for each Initial SEOP Option is $6.00;

• (d) the SEOP is a new employee incentive scheme, subject to shareholder approval under Resolution 6. Accordingly, no options have previously been issued to any Photon Directors pursuant to the SEOP;

• (e) all Executive Directors of Photon are entitled to participate in the SEOP. The current Executive Directors of Photon are Matthew Bailey and Tim Hughes. Future Executive Directors of Photon will be eligible to participate in the SEOP, subject to shareholder approval;

• (f) Photon will not provide any loan to any SEOP Participants, including Matthew Bailey, in relation to the exercise of the Initial SEOP Options; and

• (g) the 900,000 Initial SEOP Options will be issued to Matthew Bailey as soon as practicable following the 2007 AGM and by no later than 12 months after the date of the 2007 AGM.

Matthew Bailey does not make a recommendation in relation to this resolution, as it relates to his personal interests. The remaining members of the Photon Board recommend that shareholders vote in favour of this resolution.

Item 7.3 – Issue of SEOP Options to Tony Rowlinson

In accordance with Listing Rule 10.13, the following information is provided to shareholders:

• (a) is proposed that Tony Rowlinson, a former Director of Photon, be issued with options;

• (b) the maximum number of Initial SEOP Options to be issued to Tony Rowlinson under the SEOP is 600,000 Initial SEOP Options;

• (c) the 600,000 Initial SEOP Options will be issued to Tony Rowlinson as soon as practicable following the 2007 AGM and by no later than one month after the date of the 2007 AGM;

• (d) the Initial SEOP Options will be granted to Tony Rowlinson for nil consideration. The exercise price for each Initial SEOP Option is $6.00;

• (e) Tony Rowlinson resigned as a Director of Photon on 19 July 2007, but continues in his executive role as Managing Director of the Integrated Communications & Digital Division. The issue of the Initial SEOP Options to Tony Rowlinson is required under Listing Rule 10.11 because, under the Listing Rules, Tony Rowlinson is considered a related party of Photon until six months after he ceases to be a Director of Photon;

• (f) there will be no funds raised from the issue of the Initial SEOP Options to Tony Rowlinson. Any funds raised from the exercise of the Initial SEOP Options will be used for general working capital requirements; and

• (g) the Initial SEOP Options will be issued to Tony Rowlinson pursuant to the terms of the SEOP, which are summarised in Item 6.

The Photon Board recommends that shareholders vote in favour of this resolution.

Item 8 – Financial Assistance

Resolution 8 seeks the approval of the shareholders, pursuant to section 260B(2) of the Corporations Act, for fi nancial assistance which is to be provided by:

• (a) Messagenet Pty Limited (ACN 082 712 589) (Messagenet);

• (b) See Life Differently Holdings Pty Limited (ACN 091 470 012) (SLDH); and

• (c) each other entity listed in the schedule (Schedule) at the end of this Item 8 (each an Acquired Company),

to assist the acquisition by:

• (a) Belong Pty Limited (ACN 125 822 086) (Belong) of all the issued shares in Messagenet (Messagenet Shares) and SLDH (SLDH Shares); and

• (b) Photon of all of the issued shares in each Acquired Company or the holding company of the relevant Acquired Company (Acquired Company Shares).

11

Photon Group Limited Notice of Annual General Meeting

Approval is sought by special resolution, which requires at least 75% of the votes that are cast on the resolution to be in favour of the resolution.

Photon and certain of its subsidiaries are party to an Amended and Restated Facility Agreement dated 25 January 2007, as amended and restated on 3 April 2007, 29 June 2007 and 16 July 2007 (Facility Agreement) with Australia and New Zealand Banking Group Limited (as Lender).

Under the Facility Agreement, the Lender has agreed to provide fi nancial accommodation (Facilities) to Photon and certain of its subsidiaries (Borrowers) from time to time. The Facility Agreement requires that if Photon acquires, directly or indirectly, 100% of the issued shares in any company, Photon must ensure that the relevant company gives:

• (a) a guarantee and indemnity in favour of the Lender to guarantee all amounts (the Guaranteed Money) owing under or in relation to the Facilities (Guarantee); and

• (b) security over all of its assets and undertaking in favour of the Lender to secure the Guaranteed Money (Security),

and seeks all necessary shareholder approvals for giving a Guarantee and Security including the special resolution referred to in Resolution 8. This requires each Acquired Company, SLDH and Messagenet (together, the Assisting Companies) to each give a Guarantee and Security. The provision of a Guarantee and a Security by each Assisting Company, including the subsequent entry by an Assisting Company into any equivalent documents in relation to the refi nancing of any Guaranteed Money, will have the effect of that Assisting Company fi nancially assisting the acquisition of that Assisting Company’s shares for the purposes of section 260A of the Corporations Act (the Financial Assistance).

The reason for the proposal that the Assisting Companies give the Financial Assistance is to ensure that Photon and its subsidiaries continue to have the benefi t of the Facilities made available under the Facility Agreement and comply with their respective obligations under the Facility Agreement.

The Guarantees and Security to be given by the Assisting Companies will be on equivalent terms to the Guarantees and Security already given by the other Borrowers to secure the Guaranteed Money.

The effect on the interests of each Assisting Company of the giving of the Financial Assistance will be that each Assisting Company will become liable as a guarantor on a cross guarantee and indemnity basis for the Guaranteed Money, and an Assisting Company’s assets may become subject to enforcement action by the Lender in the event of a default under the Facility Agreement.

In the event of a default under the Facility Agreement, the Lender may become entitled to enforce its rights granted by an Assisting Company under its Guarantee and Security, which includes a power of sale over the relevant Assisting Company’s assets. A sale of assets may result in a substantially lower return to an Assisting Company than could have been achieved had the assets been sold in the ordinary course of trade. The liability of each Assisting Company under the Guarantee and Security potentially affects the interests of its shareholders, as well as its ability to pay its creditors.

The Board believes that the giving of the Financial Assistance will benefi t each Assisting Company because it will ensure that each Assisting Company may have the benefi t of the Facilities made available under the Facility Agreement and will enable the Borrowers to comply with their obligations under the Facility Agreement. If Resolutions 8.1 and 8.2 are not passed as special resolutions, the Lender is entitled to either increase the pricing payable by the Company under the Facilities or cancel the Facilities and require early repayment.

The Directors of Photon and each Assisting Company have considered the fi nancial position, assets and liabilities of the Borrowers and the relevant Assisting Company and the cash fl ows available to satisfy the Guaranteed Money, and do not consider that the relevant Assisting Company or any other Borrower will have any cause to default in any of its obligations under the Facilities made available under the Facility Agreement, including payment of the Guaranteed Money, and nor will that Assisting Company have any cause to default in respect of any of its obligations under the Guarantee or Security, taking into account the amount of fi nance that can be made available under the Facility Agreement. Accordingly, the Directors of Photon and each Assisting Company are of the view that there are reasonable grounds to believe that providing the Financial Assistance will not materially prejudice the relevant Assisting Company, its shareholders or its ability to pay its creditors.

Immediately following acquisition of the Messagenet Shares and the SLDH Shares by Belong and the Acquired Company Shares by Photon, Photon became the ultimate Australian holding company of each Assisting Company. Consequently, pursuant to section 260B(2) of the Corporations Act, the Financial Assistance must be approved by a special resolution passed at a general meeting of Photon.

The Directors of Photon have unanimously approved this statement and recommend that shareholders approve by way of special resolution the giving of the Financial Assistance by:

• (a) Messagenet;

• (b) SLDH; and

• (c) each Acquired Company.

The Photon Group

Level 9, 155 George Street Sydney NSW 2000 Telephone 02 8213 3031 Facsimile 02 8213 3030

photongroup.com

Schedule to Item 8:

• (a) iMega Pty Limited (ACN 107 548 489);

• (b) AusRep Pty Limited (ACN 120 665 607);

• (c) Jigsaw Strategic Research Pty Limited (ACN 064 553 626);

• (d) The Artel Group Pty Limited (ACN 108 451 449);

• (e) C4 Communication Pty Limited (ACN 101 258 388);

• (f) ISS Marketing Pty Limited (ACN 126 260 768);

• (g) Demonstration Plus Pty Limited (ACN 056 342 262);

• (h) Markson Sparks Publicity Pty Limited (ACN 119 462 645);

• (i) Bellamy Hayden Pty Limited (ACN 093 668 396);

• (j) Bellamy Hayden SE Asia Pty Ltd (ACN 121 849 492);

• (k) Club Sales and Merchandising Pty Limited (ACN 087 700 865);

• (l) Club Food Brokerage Pty Limited (ACN 082 373 144);

• (n) BMF Advertising Pty Ltd (ACN 073 782 742);

• (o) Kaleidoscope Marketing Communications Pty Limited (ACN 081 284 808);

• (p) Republicorp Pty Limited (ACN 115 727 314);

• (q) Pop Productions Pty Ltd (ACN 094 947 789);

• (r) Brand Impact Pty Ltd (ACN 112 913 274);

• (s) Counterpoint Marketing & Sales Pty Ltd (ACN 099 200 094);

• (t) See Life Differently Pty Ltd (ACN 098 116 593);

• (u) USA Online Pty Limited (ACN 108 815 701);

• (v) Web Agency Pty Limited (ACN 093 550 273);

• (w) Freegroove Pty Limited (ACN 108 684 279);

• (x) iMarketing Pty Limited (ACN 115 991 467);

• (y) The Artel Group Marketing Service Pty Limited (ACN 097 986 073);

• (aa) Yield Media Pty Limited (ACN 119 692 349);

• (bb) Found Agency Pty Limited (ACN 110 867 895);

• (cc) Belgiovane Williams Mackay Pty Limited (ACN 073 463 966);*

• (dd) DVL Smith Group Pty Limited (ACN 123 038 479);*

• (ee) Cox Inall Communications Pty Limited (ACN 103 190 085);*

• (ff) I Group BWM Pty Limited (ACN 093 347 472);*

• (gg) Patterson Partners Adcafe Pty Limited (ACN 119 837 428);* and

• (hh) Pixel Dust Pty Limited (ACN 109 965 415).*

• Photon has acquired 51% of this Acquired Company. The terms of the acquisition include an option for Photon to acquire the remaining 49%. A Guarantee and Security will not be given unless and until the option is exercised and Photon acquires 100% of the shares.

• (m) BMF Holdco Pty Limited (z) Kolorart Graphics Pty Ltd (ACN 127 491 105); (ACN 002 820 037);

PhotongrouP LimiteD ABN 97091524515

==> picture [197 x 63] intentionally omitted <==

to LoDge a ProXy form:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile 61 3 9473 2555

for aLL enQuiries caLL: (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

for your Vote to Be effectiVe it must Be receiVeD By 10:00am sunDay 18 noVemBer 2007

YOUR SECURITYHOLDER INFORMATION IS AVAILABLE ONLINE, SIMPLY VISIT: www.investorcentre.com\au

review your securityholding your secure onLine access information update your securityholding srn/hin: I1234567890 FOR SECURITY REASONS IT IS IMPORTANT THAT YOU kEEP Post coDe: 1234 YOUR SRN/HIN CONFIDENTIAL.

hoW to comPLete this ProXy form Please read these notes prior to completion of the voting form.

Votes on items of Business

Voting 100% of your holding. You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Voting a portion of your holding. You may indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. The sum of the votes cast on each item or the percentages for and against an item must not exceed your voting entitlement or 100%.

a proxy need not be a securityholder of the company.

aPPointment of a seconD ProXy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the proportion or number of votes each proxy may exercise, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. A separate Proxy Form should be used for each proxy. You can obtain additional forms by telephoning the company’s share registry or you may copy this form. If you lodge two proxies please lodge both forms together.

signing instructions

individual: where the holding is in one name, the holder must sign.

Joint holding: where the holding is in more than one name, any one securityholder may sign.

Power of attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate securityholder or proxy is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained by telephoning the company’s share registry or at www.computershare.com.

LoDgement of a ProXy form. this form (and any Power of attorney under which it is signed) must be received at an address given above no later than 48 hours before the commencement of the meeting at 10:00am, tuesday 20 november 2007. any Proxy form received after that time will not be valid for the scheduled meeting.

018495 - V1

ProXy form

PLease marK to inDicate your Directions

steP 1 aPPoint a ProXy to Vote on your BehaLf

i/We being a member/s of Photongroup Limited hereby appoint

the chairman of the meeting[or]

Please leave this box blank if you have selected the chairman of the meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of PhotonGroup Limited to be held at The Albert Room, Intercontinental Hotel Sydney, 117 Macquarie Street, Sydney NSW 2000 on Tuesday 20 November 2007 at 10:00am and at any adjournment of that meeting.

If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please mark this box.

The Chairman has an interest in the outcome of resolutions 5, 6, 7.1 and 7.2. By marking this box you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

steP 2 items of Business

PLease note: If you mark the abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

orDinary Business 1 Accounts and Reports 2 Remuneration Report 3.1 Re-elect Brian Bickmore as a Director 3.2 Re-elect Paul Gregory as a Director 4.1 Issue of ordinary shares to the Deferred Consideration Vendors 4.2 Issue of ordinary shares to vendors of iMega Pty Limited 4.3 Issue of ordinary shares to vendors of OB Media, LLC 4.4 Issue of ordinary shares to vendors of C4 Communications Pty Limited 4.5 Issue of ordinary shares to vendors of ISS Consolidated Pty Limited 4.6 Issue of ordinary shares to vendors of Bellamy Hayden Pty Limited for against abstain!	4.7 Issue of ordinary shares to vendors of Club Sales and Merchandising Pty Limited and Club Food Brokerage PtyLimited 4.8 Issue of ordinary shares to vendors of BMF Advertising Pty Limited and BMF Holdco PtyLimited 5.1 Issue of options to Tim Hughes 6.1 Approval of the Senior Executive Option Plan (SEOP) 7.1 Issue of options under the SEOP to Tim Hughes 7.2 Issue of options under the SEOP to Matthew Bailey 7.3 Issue of options under the SEOP to Tony Rowlinson 8.1 Approve the provision of fnancial assistance by Messagenet Pty Limited and See Life Differently Holdings Pty Limited to assist in the acquisition by Belong Pty Limited 8.2 Approve the provision of fnancial assistance by the Acquired Companies to assist in the acquisition by Photon Group Limited for against abstain!
	4.7 Issue of ordinary shares to vendors of Club Sales and Merchandising Pty Limited and Club Food Brokerage PtyLimited
	4.8 Issue of ordinary shares to vendors of BMF Advertising Pty Limited and BMF Holdco PtyLimited
	5.1 Issue of options to Tim Hughes
	6.1 Approval of the Senior Executive Option Plan (SEOP)
	7.1 Issue of options under the SEOP to Tim Hughes
	7.2 Issue of options under the SEOP to Matthew Bailey
	7.3 Issue of options under the SEOP to Tony Rowlinson
	8.1 Approve the provision of fnancial assistance by Messagenet Pty Limited and See Life Differently Holdings Pty Limited to assist in the acquisition by Belong Pty Limited
	8.2 Approve the provision of fnancial assistance by the Acquired Companies to assist in the acquisition by Photon Group Limited

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

sign

signature of securityhoLDer(s) This section must be completed.

individual or securityholder 1 securityholder 2 securityholder 3 sole Director and sole company secretary Director Director/company secretary

==> picture [146 x 36] intentionally omitted <==

I 123456789 IND

MR JOHN SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of name and/or address. If your name and/or address is incorrect, please mark this box and make the correction on this form. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

P G A

T B A

018495 - V2