ENERO GROUP LIMITED — AGM Information 2009

Sep 20, 2009

2009

PhotoN grouP

Notice of MeetiNg

Notice is hereby giveN that the aNNual geNeral MeetiNg of MeMbers of PhotoN grouP liMited will be held at PhotoN grouP liMited, level 9, 155 george street, sydNey at 12.00PM oN 22 october 2009.

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Ordinary business

1 Accounts and reports

To receive and consider the Statement of Financial Position of Photon Group Limited (Photon) as at 30 June 2009, the Statement of Financial Performance of Photon for the year ended on that date and the consolidated accounts of Photon and its controlled entities in accordance with the Corporations Act 2001 (Cth) and the reports of the Directors and auditors.

2 Remuneration report

To adopt the remuneration report for the year ended 30 June 2009.

3 Re-election of Director

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

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

• 4 Approval of prior issues of Photon Shares

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

• 4.1 That, for the purposes of Australian Securities Exchange (ASX) Listing Rule 7.4, approval be given for the issue of 434,650 ordinary shares issued in Photon (Photon Shares) to the vendors of Found Agency Pty Limited, on the terms described in this notice and explanatory notes.

• 4.2 That, for the purposes of ASX Listing Rule 7.4, approval be given for the issue of 400,000 options to subscribe for Photon Shares to certain managing directors of various divisions of Photon as described in this notice and explanatory notes.

• 4.3 That, for the purposes of ASX Listing Rule 7.4, approval by given for the issue of 14,439,268 Photon Shares issued under the Placement announced on 17 August 2009, on the terms described in this notice and explanatory notes.

Photon will disregard any votes cast on resolutions 4.1 to 4.3 by the shareholders to whom the relevant Photon Shares were issued, and any of their 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.

5 Issue of options under the Photon Executive Committee Option Scheme (ECOS) to Tim Hughes and Matthew Bailey

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

• 5.1 That, for all purposes (including ASX Listing Rule 10.14), approval be given, subject to the Vesting Conditions being satisfied, for the issue of 400,000 options to subscribe for Photon Shares to Tim Hughes, the Executive Chairman of Photon, under the terms of the ECOS and as further described in the explanatory notes.

• 5.2 That, for all purposes (including ASX Listing Rule 10.14), approval be given, subject to the Vesting Conditions being satisfied, for the issue of 400,000 options to subscribe for Photon Shares to Matthew Bailey, the Chief Executive Officer of Photon, under the terms of the ECOS and as further described in the explanatory notes.

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Photon will disregard any votes cast on resolutions 5.1 and 5.2 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).

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.

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 specific 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 2001 (Cth), that for the purpose of voting at the general meeting, Photon Shares will be taken to be held by those who hold them at 12.00pm on 20 October 2009.

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 12.00pm on 20 October 2009. Proxies may also be sent by facsimile transmission to either Computershare on 1800 783 447 (within Australia) or +613 9473 2555 (outside Australia) or Photon on (02) 8213 3030.

Voting online: www.investorvote.com.au

Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Shareholder queries should be directed to the Company Secretary at Photon on (02) 8213 3042 or email agm@photongroup.com.

By order of the Board

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Eleni North Company Secretary 14 September 2009

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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 19 to 34 of Photon’s Annual Financial Report for the year ended 30 June 2009. 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.

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

• (b) shareholders subsequently approve the issue.

Items 4.1 to 4.3 below seek shareholder approval under ASX Listing Rule 7.4 for the issue of Photon Shares in respect of three circumstances that have occurred in the period since the last Notice of Annual General Meeting was sent to Photon shareholders.

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 these resolutions gives Photon flexibility in relation to any issues it may make in the future.

Item 4.1 – Deferred consideration under acquisition

Photon issued 434,650 Photon Shares as deferred consideration for its acquisition of Found Agency Pty Limited, as disclosed in the Appendix 3B which was lodged with ASX on 30 September 2008.

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

• (a) A total of 434,650 Photon Shares were issued.

Item 3 – Re-election of Director

Clause 6.1(f) of Photon’s constitution requires that 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 office for three or more years or for three or more AGMs since he or she was last elected to office, must retire at the AGM. Retiring directors may seek re-election. Susan McIntosh is a current director of Photon who is retiring and seeking re-election in accordance with clause 6.1(f) of the constitution.

The Photon Board (other than Susan McIntosh) unanimously recommends that shareholders vote in favour of resolution 3.1 to re-elect Susan McIntosh as a director of Photon.

Item 4 – Approval of prior issues of Photon Shares

Subject to a number of exceptions, ASX Listing Rule 7.1 provides that Photon may not issue or agree to issue equity securities in any 12-month period which total more than 15% of the total number of fully paid ordinary shares on issue at the start of that period, without shareholder approval (15% Rule).

ASX Listing Rule 7.4 allows Photon to treat an issue of Photon Shares which was made without shareholder approval under ASX Listing Rule 7.1 as being made with such approval, if:

• (b) The Photon Shares were issued at a price of $3.155 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 Found Agency Pty Limited.

• (e) No funds were raised as the Photon Shares were issued as deferred consideration for the acquisition of Found Agency Pty Limited.

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

Item 4.2 – Options issued to division managing directors

On 30 June 2009, Photon issued to certain managing directors of various divisions of Photon 400,000 options to subscribe for Photon Shares, as disclosed in the Appendix 3B which was lodged with ASX on 3 July 2009 (Options).

The 15% Rule described above in Item 4 applies equally to the Options. Accordingly, approval from Photon’s shareholders is sought so that the issue of the Options does not reduce Photon’s capacity under the 15% Rule.

The Options were issued as part of the remuneration packages of each of the managing directors to whom the Options were issued. The Photon Board considers that the issue of the Options is an appropriate and reasonable component of the remuneration of the managing directors

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exPlaNatory Notes

to whom the Options were issued, having regard to the circumstances of Photon and their respective roles with Photon.

Summary of Options’ terms

The main features of the Options are set out below.

Exercise of Options: The exercise of an Option will entitle the optionholder to subscribe for one Photon Share at the exercise price of $1.51.

Duration of Options: The Options expire on the earlier of 30 June 2014 and the date on which the optionholder ceases to be an employee of Photon (Expiry Date). Options not exercised on or before the Expiry Date automatically lapse.

Exercise of Options: Unless the Photon Board agrees otherwise:

• no Options may be exercised in the period which is two years from the issue date;

• after two years, the optionholder is entitled to exercise up to one third of the total number of Options granted to the optionholder;

• after three years, the optionholder is entitled to exercise up to two thirds of the total number of Options granted to the optionholder; and

• after four years but prior to the Expiry Date, the optionholder is entitled to exercise all of the Options.

Subject to those restrictions, during an exercise period (each period of one month from the dates upon which Photon lodges its half yearly report and preliminary final report) an optionholder may exercise his or her Options at any time by giving Photon notice in writing.

Reconstructions: If at any time prior to the exercise by the optionholder 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 re-organised 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 the optionholder 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 the optionholder would have received had the optionholder participated in that bonus issue.

Rights issues: Outstanding Options do not carry the right to participate in any new issues of securities by Photon. The exercise price of the Options will reduce in

accordance with the formula set out in ASX Listing Rule 6.22.2 in the event of a pro rata rights issue being made by Photon.

Assignment of Options: The optionholder may request the Photon Board to issue the Options to a company controlled by the optionholder. The Options may not be assigned by the optionholder to any other person.

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

• (a) A total of 400,000 Options were issued.

• (b) The Options were issued for nil consideration.

• (c) The Options were issued pursuant to the terms described above.

• (d) The Options were issued to John Wilkins (150,000 Options), Mark Dalgleish (150,000 Options) and Stewart Bailey (100,000 Options), each being a division managing director of Photon.

• (e) No funds were raised as the Options were issued for nil consideration.

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

Item 4.3 – Placement

On 18 August 2009, Photon announced that it had completed a placement of 14,439,268 Photon Shares to institutional and sophisticated investors (Placement), as disclosed in the Appendix 3B which was lodged with ASX on 17 August 2009.

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

• (a) A total of 14,439,268 Photon Shares were issued.

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

• (c) The Photon Shares were issued at a price of $1.85 per share.

• (d) The Photon Shares were issued to various institutional and sophisticated investors chosen by Morgan Stanley Australia Securities Limited, being persons to whom offers could be made without disclosure under applicable legislation.

• (e) The funds raised from the issue (net of transaction costs) will be used by Photon to reduce the amount of debt outstanding.

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

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exPlaNatory Notes

Item 5 – Issue of options under the ECOS to Tim Hughes and Matthew Bailey

As shareholders are aware, Photon has in place the ECOS, which was approved by Photon’s shareholders at the 2008 AGM. Listing Rule 10.14 provides that an entity must not permit any directors to acquire securities under an employee incentive scheme such as the ECOS without the approval of shareholders. Shareholder approval is therefore sought to permit Tim Hughes and Matthew Bailey to participate in the ECOS for the 2010 financial year. The Photon Board proposes, subject to shareholder approval and the Vesting Conditions (as defined below) being satisfied, to issue:

• 400,000 options to subscribe for Photon Shares to Tim Hughes, Photon’s Executive Chairman; and

• 400,000 options to subscribe for Photon Shares to Matthew Bailey, Photon’s Chief Executive Officer,

pursuant to the terms of the ECOS (2010 ECOS Options).

The terms of the ECOS were summarised in Photon’s Notice of Annual General Meeting for the 2008 AGM. The main features of the 2010 ECOS Options are set out below.

Summary of 2010 ECOS Option terms

Issue price: The 2010 ECOS Options will be issued for nil consideration. Each 2010 ECOS Option carries the right, upon exercise and payment of the exercise price, to the issue of one Photon Share.

Vesting Conditions: The 2010 ECOS Options will only vest and be issued if each of the following conditions are satisfied:

• (a) the increase in Photon EPS for the financial year ending 30 June 2010 compared to the Photon EPS in the financial year ending 30 June 2009 is 10% or more. “Photon EPS” means underlying earnings per share of Photon Group Limited for the relevant year ending 30 June calculated for both the 2009 and 2010 financial years on the basis of Photon’s diluted share capital after the completion of the institutional placement and rights issue announced on 17 August 2009, excluding any impairment adjustments or one-off restructure or redundancy charges (Performance Hurdle). For the purposes of the Performance Hurdle, the Photon EPS for the period to 30 June 2009 is 19.6 cents per Photon Share. The Board will determine whether the Performance Hurdle has been satisfied as soon as practicable after Photon’s financial statements for the financial year ending 30 June 2010 have been lodged with ASX (Vesting Date); and

• (b) unless the Board determines otherwise, Tim Hughes and Matthew Bailey (respectively) are employed by Photon as at 30 June 2010.

Exercise of options: Unless the Photon Board determines otherwise, if the Vesting Conditions have been satisfied, the 2010 ECOS Options may be exercised in any exercise window following the Vesting Date until the expiry date by giving notice to Photon in writing.

Exercise window: Unless the Photon Board determines otherwise, the 2010 ECOS Options may only be exercised during the periods of one month following announcement by Photon of its full year and half year financial results.

Exercise price: The exercise price for the 2010 ECOS Options will be the 30-day volume weighted average price of Photon Shares prior to 30 June 2009, namely $1.51.

Expiry date: The 2010 ECOS Options will expire three years after the Vesting Date. Any 2010 ECOS Options not exercised on or before the expiry date automatically lapse.

Change of control: The 2010 ECOS Options will be exercisable on a change in control of Photon.

No loan: Photon will not provide any loan to Tim Hughes or Matthew Bailey in relation to the exercise of the 2010 ECOS Options.

Reconstructions: If at any time prior to the exercise of any 2010 ECOS Options, there is a reconstruction (including a consolidation, subdivision, reduction or return) of the issued capital of Photon, the 2010 ECOS 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 2010 ECOS Option confers on the holder the right to receive on exercise of those 2010 ECOS Options not only an allotment of one Photon Share for each of the 2010 ECOS Options exercised, but also an allotment of the additional Photon Shares and/or other securities which the holder would have received had he or she participated in that bonus issue.

Rights issues: Unexercised 2010 ECOS Options do not carry the right to participate in any new issues of securities by Photon. If Photon undertakes a pro rata issue, the exercise price of 2010 ECOS Options will be adjusted in accordance with the formula contained in ASX Listing Rule 6.22.2.

Assignment of options: Each of Tim Hughes and Matthew Bailey may request the Board to issue the 2010 ECOS Options to a company controlled by them (respectively). The 2010 ECOS Options may not be assigned to any other person.

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exPlaNatory Notes

The Board has resolved that the issue of the 2010 ECOS Options to Tim Hughes and Matthew Bailey is an appropriate and reasonable component of their remuneration, having regard to the circumstances of Photon and Tim Hughes’ and Matthew Bailey’s respective roles with Photon.

Item 5.1 – Issue of 2010 ECOS Options to Tim Hughes

In accordance with Listing Rule 10.15, the following additional information in relation to this resolution is provided to shareholders:

• (a) It is proposed that Tim Hughes, the Executive Chairman of Photon, will be issued with 2010 ECOS Options.

• (b) The maximum number of 2010 ECOS Options to be issued to Tim Hughes under the ECOS for the financial year ending 30 June 2010 is 400,000 2010 ECOS Options.

• (c) The 2010 ECOS Options will be granted to Tim Hughes for nil consideration. The exercise price for each 2010 ECOS Option is the 30-day volume weighted average price of Photon Shares prior to 30 June 2009.

• (d) Since the last approval given by Photon Shareholders at the 2008 AGM, no options to subscribe for Photon Shares have been issued pursuant to the ECOS.

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

• (f) Photon will not provide any loan to Tim Hughes in relation to the issue of the 2010 ECOS Options or their exercise.

• (g) The 400,000 2010 ECOS Options will be issued to Tim Hughes if the Vesting Conditions are satisfied by no later than 12 months after the date of the 2009 AGM.

Item 5.2 – Issue of 2010 ECOS Options

to Matthew Bailey

In accordance with Listing Rule 10.15, the following information in relation to this resolution is provided to shareholders:

• (a) It is proposed that Matthew Bailey, Photon’s Chief Executive Officer, will be issued with 2010 ECOS Options.

• (b) The maximum number of 2010 ECOS Options to be issued to Matthew Bailey under the ECOS for the financial year ending 30 June 2010 is 400,000 2010 ECOS Options.

• (c) The 2010 ECOS Options will be granted to Matthew Bailey for nil consideration. The exercise price for each ECOS Option is the 30-day volume weighted average price of Photon Shares prior to 30 June 2009.

• (d) Since the last approval given by Photon Shareholders at the 2008 AGM, no options to subscribe for Photon Shares have been issued pursuant to the ECOS.

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

• (f) Photon will not provide any loan to Matthew Bailey in relation to the issue of the 2010 ECOS Options or their exercise.

• (g) The 400,000 2010 ECOS Options will be issued to Matthew Bailey if the Vesting Conditions are satisfied by no later than 12 months after the date of the 2009 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.

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.

PhotoN grouP liMited abN 97 091 524 515

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 PGA MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 855 080 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999I99999999999999999999 PIN: 99999

Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999I99999999999999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

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For your vote to be effective it must be received by 12.00pm (AEDT) Tuesday 20 October 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, any one of the securityholders may sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing 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 percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

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GO ONLINE TO VOTE, or turn over to complete the form

916CR_0_Sample_Proxy/000001/000003

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

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

Please mark to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Photon Group Limited hereby appoint

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the Chairman OR of the Meeting

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PLEASE NOTE: 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 Photon Group Limited to be held at the Level 9, 155 George Street, Sydney on Thursday, 22 October 2009 at 12.00pm and at any adjournment of that meeting.

Important for Items 5.1 & 5.2 If the Chairman of the Meeting is your proxy and you have not directed him how to vote on Items 5.1 & 5.2 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 5.1 & 5.2 and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman of the Meeting intends to vote undirected proxies in favour of items 5.1 & 5.2 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest.

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

Items of Business

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• 2 To adopt the remuneration report for the year ended 30 June 2009.

• 3 To re-elect Susan McIntosh as a Director of Photon.

• 4.1 To approve the issue of 434,650 ordinary shares issued in Photon (Photon Shares) to the vendors of Found Agency Pty Limited.

• 4.2 To approve the issue of 400,000 options to subscribe for Photon Shares to certain managing directors of various divisions of Photon.

• 4.3 To approve the issue of 14,439,268 Photon Shares issued under the Placement announced on 17 August 2009.

• 5.1 Issue of 400,000 Options under the Photon Executive Committee Option Scheme (ECOS) to Tim Hughes.

• 5.2 Issue of 400,000 Options under the Photon ECOS to Matthew Bailey.

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

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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
Contact
Contact Daytime
Name Telephone Date / /
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