17 August 2009

ASX/MEDIA RELEASE

PHOTON ANNOUNCES FY2009 NET REVENUE GROWTH OF 17% AND EBITDA GROWTH OF 14%

Photon Group Limited (ASX:PGA), Australia's leading marketing services and communications group today announced a record full year result, highlights of which include:

Strong performance in challenging market conditions
Net revenue increased 17% year‐on‐year to $440.6 million (7% on like‐for‐like basis)
EBITDA increased 14% year‐on‐year to $89.3 million
Underlying EBITDA increased 19% year‐on‐year to $93.0 million (8% on like‐for‐like basis)
Underlying net profit after tax increased 30% year‐on‐year to $28.2 million
Underlying EPS of 27.8 cents vs. 28.6 cents in FY 2008
Final dividend of 6.5 cps fully franked, taking full year dividends to 12.5 cps

Organic growth and market share gains continued to boost revenue and earnings which enabled Photon Group to announce a 30% lift in underlying net profit after tax from $21.7 million to a record $28.2 million for the 12 months ended 30 June 2009.

Photon's results for the twelve months to 30 June:

A$millions	2009	2008	Change
Revenue	653.5	574.4	14%
Net Revenue	440.6	376.8	17%
EBITDA	89.3	78.2	14%
Underlying EBITDA	93.0	78.2	19%
Underlying net profit after tax	28.2	21.7	30%
Reported netprofit after tax	21.4	21.7	(1%)

Reported net profit after tax was impacted by two material one‐off abnormal items; the $4.2 million non‐cash impairment charge associated with the non‐controlling investment in Dark Blue Sea Limited and $3.7 million of redundancy costs associated with business restructures.

Executive Chairman of Photon Group, Mr Tim Hughes said, “Our like‐for‐like EBITDA growth of 8%, in the midst of the worst global economic environment in decades is very pleasing. It reflects the fact that Photon is positioned to benefit from the structural changes currently taking place in the marketing and advertising industry. We built a robust business, that would deliver growth in good times and bad”.

“We have delivered net revenue growth of 7% on a like‐for‐like basis while our global peers experienced revenue declines. A number of our businesses are favourably exposed to the structural shift we have seen in this downturn, and many businesses such as field marketing, public relations and internet & e‐commerce have proven to be counter‐cyclical with growth in this economic environment”, said Mr Hughes.

“In the first two months of the financial year we have seen some recovery in areas such as event management and corporate communications. With an improving economic outlook and our

exposure to the fastest growing market sectors, we are cautiously optimistic that 2010 will be another record year in terms of revenue and earnings”.

Chief Executive Officer, Mr Matthew Bailey said “We have delivered strong organic growth in the financial year 2009. We made a number of acquisitions in the past to build a robust, diversified portfolio. We acquired carefully at prudent multiples, with appropriate compensation structures to retain talent and clients. We did not have any write‐downs on any of our majority owned acquisitions, however, during the year we restructured and closed some businesses resulting in $3.7 million of one‐off costs. The vast majority of our vendors and managers continue to stay with the Group after earn‐out payments. In 2009 we focused on organic growth, consolidation and costs. Our strategy is to continue to grow organically, and we are expecting to deliver high single digit EBITDA growth in the coming year”.

“We are announcing an equity raising to reduce debt and strengthen our balance sheet. Our current leverage ratio is 2.9x FY 2009 underlying EBITDA. After the equity raising, our pro‐forma leverage ratio at 30 June 2009 would have been 1.8x FY 2009 underlying EBITDA. Based on current estimates, at the time the proceeds of the equity raising are applied to repay debt we will have enough headroom in our existing undrawn bank facilities to cover future estimated earn‐outs”, he concluded.

Directors have announced a final fully franked dividend of 6.5 cents per share, payable on 11 September 2009, with the full year’s fully franked dividend of 12.5 cents per share.

ANNOUNCEMENT OF EQUITY RAISING

Photon Group announced Monday that it is undertaking an equity raising to raise approximately $114.6 million through a fully underwritten placement of ordinary shares to institutional investors and a one for two non‐renounceable rights issue of ordinary shares to shareholders.

Under the rights offer, existing eligible Photon shareholders will have the opportunity to subscribe for one new share for each two shares held on the record date (25 August 2009) at a price of $1.50 per new share. The rights issue is expected to raise approximately $87.9 million.

The RG Capital group of companies and Tim Hughes, who together own 33% of Photon Group prior to the capital raising have provided commitments to take up their full share of entitlements of 16.95 million shares.

Proceeds will be used to retire debt and strengthen the balance sheet. At the time the proceeds of the equity raising are used to repay debt, the current estimate of future earn‐out liabilities will be matched by available headroom under existing facilities.

The capital raising has been managed and underwritten by Morgan Stanley and co‐managed by Southern Cross Equities. Palladio Partners acted as financial adviser to the company.

Contacts:

Tim Hughes Matthew Bailey Tim Allerton Executive Chairman CEO City PR Photon Group Limited Photon Group Limited (02) 9267 4511 0419 555 733 0413 337 722 0412 715 707

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FY 2009 Results Presentation and Equity Raising 17 August 2009

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS

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Disclaimer

This document has been prepared by Photon Group Limited (Photon) and comprises written materials/slides for a presentation concerning Photon. This is not a prospectus, disclosure document or offering document.

This document is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation of any offer to sell or otherwise dispose of, purchase or subscribe for, any securities, nor does it constitute investment advice, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision.

Certain statements in this presentation are forward looking statements. You can identify these statements by the fact that they use words such as “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe”, “target”, “may”, “assume” and words of similar import. These forward looking statements speak only as at the date of this presentation. These statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause the actual results, performances and achievements to differ materially from any expected future results, performance or achievements expressed or implied by such forward looking statements.

No representation, warranty or assurance (express or implied) is given or made by Photon that the forward looking statements contained in this presentation are accurate, complete, reliable or adequate or that they will be achieved or prove to be correct. Except for any statutory liability which cannot be excluded, each of Photon, its related companies and their respective officers, employees and advisers expressly disclaim any responsibility for the accuracy or completeness of the forward looking statements and exclude all liability whatsoever (including negligence) for any direct or indirect loss or damage which may be suffered by any person as a consequence of any information in this presentation or any error or omission therefrom.

Subject to any continuing obligation under applicable law or any relevant listing rules of the ASX, Photon disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements in these materials to reflect any change in expectations in relation to any forward looking statements or any change in events, conditions or circumstances on which any statement is based. Nothing in these materials shall under any circumstances create an implication that there has been no change in the affairs of Photon since the date of this presentation.

Key risks

There are a number of factors that could cause actual results or performance to differ materially from those expressed or implied in the forward looking statements or which otherwise apply to Photon and its operations. The key risk factors are described in pages 37 to 39 of this presentation.

Underwriters

The Underwriter and Co-Manager:

Have not authorised, permitted or caused the issue, lodgement, submission, dispatch, or provision of this document;
Do not make, or purport to make any statement in this document, and there is no statement in this document which is based on any statement by the Underwriter or Co-Manager; and
To the maximum extent permitted by law, expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this document.

This document does not constitute an offer of shares into the United States or to any U.S. Person (as defined in Regulation S under the United States Securities Act of 1933 as amended), or in any other jurisdiction in which or to any other person an offer to whom would be illegal. The shares have not been registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons unless the shares are so registered or an exemption from the registration requirements of the Act is available.

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Definitions & Assumptions

Pro Forma (PF) – throughout the document pro forma FY 2008 and FY 2007 net revenue and EBITDA are calculated assuming ownership of all companies in the group at 30 June 2009 for the full 12 month period. Pro forma calculations are based on unaudited management accounts and company estimates
Like-for-like – throughout the presentation like-for-like growth is calculated assuming results for all companies in the group at 30 June 2009 were owned by the group for 100% of the relevant period. Like-for-like EBITDA growth represents the growth in underlying EBITDA on a like-for-like basis for the relevant periods
Pro forma equity raising shows the impact of the equity raising on Photon’s consolidated balance sheet at 30 June 2009 and profit and loss and cash flow statements for the 12 months ended 30 June 2009. The pro forma balance sheet assumes the $114.6 million net of the fees associated with the equity raising are used to retire debt. The pro forma profit and loss and cash flow statements show the impact assuming the debt was repaid on 1 July 2008
Underlying EBITDA, EBIT and NPAT in FY 2009 are before one-off restructuring and redundancy charges of $3.7 million ($2.6 million after tax) and non-cash impairment charges of $4.2 million related to the investment in Dark Blue Sea Limited (DBS)
Restructuring and redundancy charges are associated with headcount reductions and business consolidations mainly in the following divisions: (i) Integrated Communications and Digital (merged operations of Love, belong and Ad Partners and reduced headcount) (ii) Strategic Intelligence (merged DVL Smith with The Leading Edge and reduced headcount in certain businesses and (iii) Specialised Communications (significant headcount reductions and closed ABT’s operations in China and Precinct’s operations in New York)

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Section 1 – Executive Summary

Section 2 – FY 2009 Results

Section 3 – Operational Update and Divisional Performance Section 4 – Equity Raising Appendix

Executive Summary

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We are announcing strong results for the Photon Group in the worst economic climate in decades.

Photon has been a beneficiary of the structural changes currently taking place in the marketing and advertising industry …

…and built a robust business, strategically positioned to deliver growth in good times and bad,

Structural shift in marketing spend from mass media to direct-toconsumer channels, including internet, mobile and POS

Consumer marketing has changed to a two-way communication, consumers have a say and control what they want and when Channels are fragmented and require one-on-one personal communications driven by state of the art technology

Portfolio of specialist businesses to capture industry trends Truly diversified, where no single channel, client, business, person or industry represents material risk to performance

Exposure to counter-cyclical segments Past acquisitions at the right price and with the right incentives to retain clients and people

and in the midst of a global advertising and financial crisis we delivered…

…and we will continue to deliver, with a strategy to grow our business organically.

7% like-for-like revenue growth, 8% like-for-like underlying EBITDA growth in FY 2009

Grew portfolio organically with no material acquisitions Focused on cost measures where required

High single digit EBITDA growth expected in FY 2010 Focusing on organic growth Announcing equity raising to strengthen balance sheet

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We Engage Where The Customer Is

FY 2009 underlying EBITDA by division

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Field Marketing Division
Outsourced sales execution and
merchandising group –
defensive, counter-cyclical,
weighted towards FMCG and
Telco clients
Integrated
Communications
Internet and E-Commerce
and Digital Division
World class advertising Division
27%
agencies, recognised for High-growth combination of long-
creative talent, delivering growth
term contracted services,
in very difficult advertising 15%
markets innovative product sales and
29% transaction based marketing
13%
16%
Specialised
Strategic Intelligence
Communications
Division
Division
Division driven by independent
Supported by less cyclical,
communications advisory
retainer PR consultancy work –
business with largely contracted impacted by cyclical corporate
global client base communications and
events budgets
7
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Like-for-Like Growth

Like-for-Like Net Revenue

Like-for-Like EBITDA

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+8%
+7%
$93.0MM
$440.6MM +11%
+16% $86.1MM
$413.0MM
$77.3MM
$356.7MM
2007PF 2008PF 2009A 2007PF 2008PF 2009A
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FY 2009 Global Peer Analysis

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Revenue Grew in a Tough Market Best in Class Margin
FY 2009 Organic Revenue Growth [1] FY 2009 Underlying EBIT Margin
16.4% 16.6%
16.1%
5.8% 15.3%
12.1% 12.2%
7.3%
-1.0%
-1.3%
-2.1%
-2.4%
-4.1% -4.0%
Omnicom IPG Aegis2 Publicis Havas 2 WPP 2 Photon IPG Havas 3 Omnicom Publicis WPP 3 Photon Aegis3
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All companies are presented on a constant currency basis. On a constant currency basis, Photon’s growth was 5.8%. On a reported (effective currency basis), Photon’s revenue growth was 6.7% (like-for-like)
Most recent results available for three quarters ended March 31, 2009 3. Most recent results available for six months ended December 31, 2008

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FY 2009 Financial Highlights

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Strong performance in challenging market conditions
Net revenue increased 17% year-on-year to $440.6 million (7% like-for-like)
Underlying EBITDA increased 19% year-on-year to $93.0 million (8% like-for-like)
Underlying net profit after tax increased by 30% year-on-year to $28.2 million
Underlying EPS of 27.8 cents vs. 28.6 cents in FY 2008
Final dividend of 6.5 cps fully franked, taking full year dividends to 12.5 cps

Divisional Performance

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Field Marketing – significant growth across key businesses in FY 2009 – EBITDA up 21% on FY 2008 (like-for-like)
Internet and E-Commerce – strong growth with EBITDA up 15% on FY 2008 (like-for-like)
Specialised Communications – corporate communications and event management businesses suffered due to reduced client spend and exposure to M&A / equity raising markets, however, this was countered by the strong performance of the PR and public affairs companies – EBITDA down by 22% on FY 2008 (like-for-like)
Strategic Intelligence – Naked performed very well, however research saw a drop in revenue as clients (particularly FMCG) substantially reduced testing ideas for new products, services and marketing strategies – EBITDA up 1% on FY 2008 (like-for-like)
Integrated Communications and Digital – very strong performance for leading agencies with significant new client wins – EBITDA up 31% on FY 2008 (like-for-like)

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Equity Raising

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Photon is undertaking a $114.6 million fully underwritten equity raising comprising a $26.6 million placement and a $87.9 million 1 for 2 non-renounceable rights issue
Proceeds will be used to retire debt and strengthen the balance sheet
Following the equity raising, pro forma debt / underlying EBITDA will be reduced to 1.8x at 30 June 2009 with pro forma underlying interest cover of 7.6x in 2009
Offer supported by founders and largest shareholder - Interests associated with RG Capital and Tim Hughes who, prior to the capital raising, collectively own 33% of Photon have committed to subscribe for their full rights entitlements
At the time the proceeds of the equity raising are used to repay debt, the current estimate of future earn-out liabilities will be matched by available headroom under existing facilities

Outlook

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Photon in FY 2009 delivered solid earnings growth in the worst economic environment seen in decades
With a diversified business model and strong market position, Photon expects to continue to deliver revenue and earnings growth
Photon has made no material acquisitions since February 2008 and its strategy is to focus efforts on consolidating and integrating the existing operations to improve profitability and grow organically
In 4Q 2009 and in the first month of FY 2010 there is evidence that the market environment where Photon’s businesses operate overall has improved – July and August to date are performing in line with budgets
We expect high single digit EBITDA growth in FY 2010, in line with broker consensus
We anticipate a continuing dividend payout ratio of 50%

FY 2009 Results

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FY 2009 Profit and Loss summary

YE 30 June, A$m	2009A	2008A	Change	2009 Pro Forma for Equity Raising
Gross Revenue	653.5	574.4	14%	653.5
Net Revenue	440.6	376.8	17%	440.6
EBITDA	89.3	78.2	14%	89.3
Underlying EBITDA	93.0	78.2	19%	93.0
Underlying EBITDA Margin	21.1%	20.8%	30bps	21.1%
Underlying EBIT	72.4	61.3	18%	72.4
Underlying EBIT Margin	16.4%	16.3%	9bps	16.4%
Underlying Net Profit After Minorities	28.2	21.7	30%	34.4
Reported Net Profit After Minorities	21.4	21.7	(1%)	nm
Underlying EPS1	27.8 cents	28.6 cents		19.6 cents
Reported EPS1	21.1 cents	28.6 cents		nm
Payout Ratio2	50%	100%		50%
Full Year Dividend	12.5 cents	28.5 cents		9.0 cents

WANOS FY 2009 of 101,576,597 (FY 2008 of 75,888,613)
FY 2009A payout ratio calculated based on reported NPAT adjusted for non-cash impairment charges of $4.2 million

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Balance Sheet and Cash Flow Summary

As at 30 June 2009 Photon had drawn debt facilities of $273 million and deferred consideration payment obligations estimated at $111 million
The equity raising will assist Photon to reduce debt and fund deferred consideration payments
No off-balance sheet financing

		2009 Pro Forma
30 June, A$m	2009A	for Equity Raising
Cash	24	24
Working Capital	45	45
Financial Assets	10	10
Other Assets	15	15
Fixed Assets	21	21
Intangibles:
Identifiable Intangibles Goodwill	34 547	34 547
Total Assets	695	695
Provisions and Other Liabilities	39	39
Current Deferred Consideration	67	67
Non-current	45	45
Borrowings
Current	34	-
Non-current	240	165
Other	6	6
Net Assets	265	373

		2009 Pro Forma
YE 30 June, A$m	2009A	for Equity Raising
Underlying EBITDA	93.0	93.0
Increase in working capital	(13.6)	(13.6)
Underlying Gross cash flow	79.4	79.4
Net interest paid	(21.0)	(11.5)
Other	0.1	0.1
Tax	(17.4)	(20.0)
Underlying Operating cash flow	41.0	47.9

CAPEX	(12.3)	(12.3)
Underlying Free cash flow (Pre dividends)	28.7	35.6

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Debt Profile at 30 June 2009

					30 June 2009
					Pro Forma for
			30 June 2009		Equity Raising
				Av.
A$ million	Facility Limit	Term	Drawn1	Interest Rate	Drawn1,4
Facility A1	$88m	April 10	$33m	7.3%	-
Facility B	$120m	Oct 10	$120m	4.2%	$45m
Facility A2	$46m	March 11	$46m	7.0%	$46m
Facility C	$76m	Oct 11	$74m	4.5%	$74m
Total Facilities	$330m		$273m	5.2%	$165m
Interest Cover2	>3.0x		4.2x		7.6x
Leverage Ratio3	<3.0x		2.9x		1.8x

GBP and USD denominated borrowings converted at 30 June 2009 exchange rate
Interest cover = normalised LTM EBITA before non-cash options expense / net interest
Leverage ratio = financial indebtedness / normalised LTM EBITDA before non-cash options expense
Total facilities drawn after the payment of earn-outs due in FY 2010 is expected to be $233 million. Refer to paragraph (f) on page 38 regarding debt maturity. The next refinancing date is April 2010. Unless refinanced prior, it is anticipated that $50 million of currently undrawn facilities will be cancelled in April 2010

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Earn-outs

Photon has earn-out payables on its balance sheet in relation to previous acquisitions
Estimate of the liabilities at 30 June 2009 was $116 million (net present value $111 million)
The size of the payments is dependant on the earnings growth of these companies over, typically, a four year period and as a result the actual payment may vary from that presented below
However, approximately 50% of earn-out payment liabilities are based on FY 2009 performance and are not subject to material change
Earn-outs have been strategically designed to allow Photon to retain and integrate businesses, incentivise vendors to stay with the Group and limit risks during integration
After earn-out period, most vendors have stayed with the Group, either in the management teams of the vended business or in relevant division and Group management positions

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$57.8MM
$23.8MM
$11.6MM
$9.8MM $10.1MM
$2.9MM
$0.4MM
Six Months
Ending Dec 09 June 10 Dec 10 June 11 Dec 11 June 12 Dec 12
1 2 3 4 5 6 7
Based on FY 2009A Based on forecast earnings
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Operational Update and Divisional Performance

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FY 2008 – FY 2009 Net Revenue by Division

AUD ’000s	Reported FY 2008A FY 2009A Growth	Like-for-Like
		Growth FY 2009A FY 2008PF
Field Marketing	12% 141,178 125,774	9% 141,178 129,061
Internet and E-Commerce	40,018 51,065 28%	18% 51,065 43,164
Specialised Communications	76,726 79,320 3%	(9%) 79,320 87,289
Strategic Intelligence	52,952 75,739 43%	7% 75,739 71,033
Integrated Comms and Digital	81,359 93,337 15%	13% 93,337 82,470
Total Operating Companies	376,829 440,639 17%	7% 440,639 413,016

FY 2008 – FY 2009 EBITDA by Division

AUD ’000s	Reported FY 2008A FY 2009A Growth	Like-for-Like
		Growth FY 2009A FY 2008PF
Field Marketing	24% 27,635 22,327	21% 27,635 22,929
Internet and E-Commerce1	19% 29,059 24,343	15% 29,059 25,340
Specialised Communications	(9%) 16,422 18,036	(22%) 16,422 21,135
Strategic Intelligence	10,284 12,770 24%	1% 12,770 12,589
Integrated Comms and Digital	11,745 15,727 34%	31% 15,727 12,010
Total Operating Companies	86,736 101,614 17%	8% 101,614 94,003
Service Centre	(8,562) (8,639) 1%	10% (8,639) (7,856)
Total Group (Underlying)	78,174 92,975 19%	8% 92,975 86,147
One-Off Costs2	– 3,671 nm	nm 3,671 –
Total Group (Reported)1	78,174 89,304 14%	4% 89,304 86,147

Internet and E-Commerce division includes income from associates of $136k and $145k in FY 2008 and FY 2009, respectively. Reported EBITDA before income from associates is $89.2 million
Restructuring and redundancy charges of $3.7 million

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A Highly Diversified Company

FY 2009A Underlying EBITDA by Division

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Integrated Comms
& Digital 15%
Field Marketing
27%
Strategic
Intelligence 13%
Internet &
Specialised
E-Commerce 29%
Communications
16%
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FY 2009A Underlying EBITDA by Geography

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North America
15%
UK and Europe
20% Australia, NZ & Asia
65%
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FY 2009A Revenue by Industry

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Professional
Services 2%
Travel, Tourism,
Property and and Transport 2%
Construction 2%
Pharmaceuticals 3% Energy, Oil, and Mining
1%
Government, Education,
Health, Nonprofit Org. 3% FMCG – Food
16%
Manufacturing, Industrial
and Automotive 4%
Internet
4%
Telecommunications
Retail – Groceries/ Mass
12%
Merchants
4%
Media and Entertainment
5%
Electronics and IT FMCG – General
5% 10%
Alcohol and Tobacco
6%
Retail – Consumer Goods
8%
FMCG – Beverages
7% Banking Finance
Insurance 7%
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Field Marketing Division

Outsourced sales execution and merchandising group - defensive, counter-cyclical, weighted towards FMCG and Telco clients

What the Division Does

Examples of Customers

Leading outsourcing group for FMCG and Telco clients
Field marketing support, including shelf maintenance, display building, POS implementation, ordering and out-of-stock audits
Store refurbishments / refits for suppliers
In-store advertising programs
“Face-to-face” consumer promotions and in-store sampling
POS data analytics for retailers, suppliers and execution partners
Flexible work-force of 6,500 casual people and latest field technology

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Sainsbury Sainsbury ’ ’ s s Procter & Gamble Procter & Gamble Waitrose Waitrose
Coles Coles
Foster’s Foster’s Microsoft Microsoft Red Bull Red Bull Diageo Diageo
Woolworths Woolworths Vodafone Vodafone Reckitt Benckiser Reckitt Benckiser
MasterFoods MasterFoods
George Weston Foods George Weston Foods
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Key Drivers

Field Marketing Contribution to Underlying EBITDA

Large growth opportunity as the industry continues to outsource merchandising function from a low base
Retailers move cost of shelf-stocking and store promotional compliance to suppliers and suppliers outsource to Photon’s field marketing division – better economics and performance
Defensive, counter-cyclical business weighted towards less cyclical FMCG products
Not directly correlated with companies’ advertising spend on media (shelf-stocking / store promotions continue through a downturn)
Expansion of merchandising into non-FMCG provides growth opportunities

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27%
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Field Marketing Division

Outsourced sales execution and merchandising group - defensive, counter-cyclical, weighted towards FMCG and Telco clients

FY 2009 Performance

Like-for-Like Results

Significant growth across key businesses in FY 2009 – EBITDA up 21% on FY 2008 (like-for-like)
Difficult operating environment for many clients led to an increase in outsourcing activity as clients sought to reduce sales distribution costs
Significant new contract wins across a number of companies
The Bailey Group – Microsoft, Red Bull, Foster’s nonalcoholic beverages, Coles re-fit
Club Sales – George Weston Foods, Tasti
Demonstrations Plus – significant growth in Woolworths account
Some clients did cut back spending in FY 2009 due to budget constraints – opportunity to leverage increased spend as budget constraints are lifted
Increased integration of back-end systems and resources such as IT, casual labour and finance

YE 30 June, A$m	2008PF	2009A	Change
Net Revenue
First Half	62.5	74.0	18%
Second Half	66.6	67.2	1%
Full Year	129.1	141.2	9%
Underlying EBITDA
Second Half First Half	11.9 11.0	12.6 15.0	6% 36%
Full Year	22.9	27.6	21%

Outlook

Strong focus on new business conversion as clients continue to outsource sales execution
Retail Insight launched its range of data products in Australia
Seek continued growth in existing customer relationships

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Internet and E-Commerce Division

High-growth combination of long-term contracted services, innovative product sales and transaction based marketing

What the Division Does

Examples of Customers

Website management and online publishing services for high volume and high maintenance sites with strong interaction with customer
E-mail and SMS technology combines with customer data to generate large-volume personalised direct marketing
Innovative product development in e-commerce marketing
Online social media marketing services
Online performance marketing services to drive online traffic

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Optus Optus AFL AFL Travelex Travelex
Sensis Sensis
SuperPages SuperPages Ask Ask ValidClick ValidClick
Miva Miva
Telstra Telstra Accor Accor NRL NRL
Yahoo! Yahoo! CISCO CISCO
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On-premise and outdoor screen marketing services and events

Key Drivers

Internet and E-Commerce Contribution to Underlying EBITDA

Secular growth as advertisers follow consumers online
Participation in overall trend towards internet, social media and directto-consumer marketing
Services and support contracts sticky as costly for clients to replicate or transport technical expertise
State of the art technology to stay ahead of the curve in reaching consumers, resulting in high growth and high margins
Well diversified portfolio of businesses and clients

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29%
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Internet and E-Commerce Division

High-growth combination of long-term contracted services, innovative product sales and transaction based marketing

FY 2009 Performance

Like-for-Like Results

Strong growth in division with EBITDA up 15% on FY 2008 like-for-like
Online marketing gained market share
Online marketing offers marketeers ability to accurately measure ROI which is crucial in a tight marketing environment
Division growth powered by innovation and product developments – e.g. launch of Internet in a Box and Geekversity on-line training program
New client wins across the group including Travelex, Cisco and Sensis
Launch of The Population, a specialist social media consulting and activation agency
Search marketing companies leveraged opportunity to licence proprietary technology to other industry participants

YE 30 June, A$m	2008PF	2009A	Change
Net Revenue
First Half	17.3	22.4	29%
Second Half	25.9	28.7	11%
Full Year	43.2	51.1	18%
Underlying EBITDA
First Half	8.7	12.1	39%
Second Half	16.6	16.9	1%
Full Year	25.3	29.1	15%

Outlook

New products, clients and increased sector share of total marketing spend are growth drivers
Social networking and video content remain under monetised providing growth opportunity

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Specialised Communications Division

Supported by less cyclical, retainer PR consultancy work – impacted by cyclical corporate communications and events budgets

What the Division Does

PR and public affairs: consultancy work for corporate clients on corporate communications or product launches advising on communications to media, industry analysts, industry groups, consumers, etc.
Corporate communications: consultancy, design and production of print and online reports (financial reports, prospectus, etc.)
Experiential and events management: design, planning and execution of live events around brands for both internal and external brand promotion

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Examples of Customers
Nestle Nestle
RIM RIM Optus Optus
Premier Foods Premier Foods GlaxoSmithKline GlaxoSmithKline
npower npower
O2 O2
Unilever Unilever
British American Tobacco British American Tobacco
Port of Melbourne Port of Melbourne
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Key Drivers

Specialised Communications Contribution to Underlying EBITDA

Key exposure is PR, less cyclical business than corporate communications and events with 70 – 80% of revenue contracted
Clients consolidate PR consultancy providers in a downturn, allowing top tier companies to gain share
Corporate communications and events clients’ budgets reduced during a slowdown which impacts the business
Highly diversified client base, no single client represents 5% of business

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16%
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Specialised Communications Division

Supported by less cyclical, retainer PR consultancy work – impacted by cyclical corporate communications and events budgets

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FY 2009 Performance

Very different performance across different parts of the business
PR and public affairs companies grew strongly with EBITDA up approximately 15% on FY 2008 (like-for-like)
Counter-cyclical as public relations firms took market share from other forms of marketing spend – cost effective and measurable
Significant consolidation in public relations sector saw larger operators (i.e. Frank PR and Hotwire) win a greater share of their clients’ total PR spend
Corporate communications and event management businesses suffered due to reduced client spend and exposure to M&A and equity raising markets – EBITDA down over $8.2 million from FY 2008
Cost base restructuring across these business with significant headcount reductions (12% of employees)
Closed ABT’s operations in China and Precinct’s operations in New York to focus on core markets

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Like-for-Like Results

YE 30 June, A$m	2008PF	2009A	Change
Net Revenue
First Half	35.8	41.4	16%
Second Half	51.5	37.9	(26%)
Underlying EBITDA Full Year	87.3	79.3	(9%)
First Half	10.5	7.5	(29%)
Second Half	10.6	8.9	(16%)
Full Year	21.1	16.4	(22%)

Outlook

Public relations has good visibility due to retainer nature of revenue
Frank PR strong start to operations in Australia and Hotwire looking to grow organically in the U.S.
Anticipating modest recovery in corporate communications and event management

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Strategic Intelligence Division

Division driven by independent communications advisory business with largely contracted global client base

What the Division Does

Qualitative and quantitative market research
Communications strategy advice – solve a marketing problem based on consumer and brand insight
Develop solutions based on 21st century marketing: tailored communication where consumers have an active role in the process
Remain independent in providing advice

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Examples of Customers
Vodafone Vodafone Adidas Adidas SC Johnson SC Johnson
Nokia Nokia George Weston Foods George Weston Foods Kimberly Clark Kimberly Clark
Yum! Yum! GlaxoSmithKline GlaxoSmithKline
Coca-Cola Coca-Cola Johnson & Johnson Johnson & Johnson
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Key Drivers

Strategic Intelligence Contribution to Underlying EBITDA

The research part of the business tracks economic activity
Communications strategy brings ideas to clients that can help them improve their communications with clients and other stakeholders – less correlated to the economic cycle
Fragmentation of communications market is a driver of retaining independent communication strategy
Business expanding across geographies following client demand

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13%
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About 2/3 of the business outside Australia
Approximately half of revenue is contracted with global clients – reducing reliance on project work
Well diversified client base with important less cyclical FMCG sector exposure

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Strategic Intelligence Division Division driven by independent communications advisory business with largely contracted global client base

FY 2009 Performance

Like-for-Like Results

Strong support for Naked’s strategic consulting offering in current environment – authority on how global brand can integrate marketing communications
U.K. and U.S. markets over-performed with the growth of existing clients and new client wins – Kimberly Clark, Ameriprise, SC Johnson, Adidas
Naked broadened its Nordic presence with offices in Sweden and Denmark
However research saw a drop in revenue as clients halted testing ideas for new products, services and marketing strategies – Australian research market fees down approximately 15% Y-o-Y since 1 January 2009 (source: Association of Market & Social Reseach Organisations)

YE 30 June, A$m	2008PF	2009A	Change
Net Revenue
First Half	33.5	38.2	14%
Second Half	37.5	37.5	0%
Full Year	71.0	75.7	7%
Underlying EBITDA
First Half	5.0	4.9	(1%)
Full Year Second Half	12.6 7.6	12.8 7.9	2% 4%

Outlook

Significant cost base re-alignment in certain businesses to protect margins (13% of headcount reduced)
Research tends to be a leading indicator of economic activity and spending is expected to recover in this sector
Naked expected to continue to perform well across all jurisdictions

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Integrated Communications and Digital Division World class advertising agencies, recognised for creative talent, delivering growth in very difficult advertising markets

What the Division Does

Examples of Customers

Leading advertising agencies – bmf and bwm top tier agencies. “World class agencies based in Sydney”
bmf ranked no. 16 agency in the world (The Won Report)
Success driven by creativity and client commitment
Integrated campaigns across traditional and new mediums
Promotional agencies with below the line promotional marketing campaigns, including integrated campaigns, consumer and trade promotions, events, displays, etc.

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Telstra Telstra GIO GIO Gatorade Gatorade Dairy Famers Dairy Famers
Lion Nathan Lion Nathan
OPSM Commonwealth Bank Commonwealth Bank
Aldi Aldi MBF MBF Sanitarium Sanitarium RYOBI RYOBI
Simplot Simplot Pepsi Pepsi Novartis Novartis
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Key Drivers

Integrated Communications and Digital Contribution to Underlying EBITDA

Leading advertising agencies in Photon are talent-driven. Have delivered strong high growth in a very difficult advertising market
Trend towards appointment of best of breed local agencies
Mid-market agencies faced more challenging environment and have been consolidated into one operation and cost base reduced
Majority of revenue under retainer agreements and existing contracts
Oriented towards less cyclical clients in FMCG and banking
Well diversified client base
Significant investment in digital teams and expertise provides incremental revenue opportunities from existing customers

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15%
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Integrated Communications and Digital Division World class advertising agencies, recognised for creative talent, delivering growth in very difficult advertising markets

FY 2009 Performance

Like-for-Like Results

Very strong performance for leading agencies with significant new client wins – the agency group’s EBITDA was up over 30% on FY 2008 like-for-like
BMF – Commonwealth Bank Media, Solo, Ryobi, several Government campaigns
BWM – Sanitarium, Telstra Business, Bigpond Digital, Next G
AdPartners – Britex, Safcol
ISS – Novartis, Gatorade, Pepsi
Photon’s agencies were beneficiaries of trend of appointing best of breed local specialists
Clients concentrated in non-cyclical sectors - FMCG, beverages, banking and telecommunications – provided a buffer against budget cuts
Merged operations of smaller agencies (Love, AdPartners and Belong) under AdPartners brand to maximise profitability – reduction 15% employees across division
Exited joint venture business in New Zealand due to low growth environment

YE 30 June, A$m	2008PF	2009A	Change
Net Revenue
First Half Second Half	44.4 38.1	47.7 45.6	20% 7%
Full Year	82.5	93.3	13%
First Half Underlying EBITDA	4.7	5.4	15%
Second Half	7.3	10.3	41%
Full Year	12.0	15.7	31%
	Outlook

Agency group expected to continue to work with existing base of key clients and target new client opportunities
Strong focus on growth areas i.e. digital campaigns and mobile promotions
Continue emphasis on networking and new business referrals across the division

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Equity Raising

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Summary of the Equity Raising

Photon is undertaking a fully underwritten equity raising to repay debt and strengthen its balance sheet
At the time the proceeds of the equity raising are used to repay debt, the current estimate of future earn-out liabilities will be matched by available headroom under existing facilities
The equity raising of approximately $114.6 million comprises:
An institutional placement of approximately 14.4 million shares at $1.85 per share to raise approximately $26.6 million
A 1 for 2 non-renounceable rights issue to eligible existing shareholders at $1.50 per share to raise approximately $87.9 million
New placement shares will rank equally with existing securities and be entitled to receive the final FY 2009 dividend of 6.5 cents and participate in the rights issue
New rights issue shares will not be entitled to receive the final FY 2009 dividend
Entities associated with RG Capital and Tim Hughes who collectively own 33% of Photon (pre-equity raising) have committed to subscribe for their rights entitlements in full
The institutional placement and entitlement offer are fully underwritten
Key risks are set out in the Appendix

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Key Investment Highlights

	•	Overweight exposure to segments where marketing dollars are being directed
	•	Approximately 80% of FY 2009 net revenue generated from:
Strategically well positioned to capture shift in marketing		• Field Marketing – driven by direct to consumer marketing / in-store expenditure • Internet and E-Commerce – exposed to growing online marketing spend
trends		• PR and Strategic Communications – driven by need to obtain independent advice as channel
		fragmentation continues
		• Leading local advertising agencies – supported by move to local specialists
	•	Impact of market volatility significantly reduced due to highly diversified client base, revenue type,
		service offering and geography
Diversified portfolio of marketing services companies	• •	Top 10 clients represent less than 20% of FY 2009 net revenue across 48 group relationships with no one client representing more than 6% of net revenue. Client base weighted towards non-cyclical sectors such as FMCG, banking and telecommunications No one of the five divisions accounts for more than 1/3 of FY 2009 EBITDA. More than 75% of total net
		revenue from existing contracts and client relationships
	•	In FY 2009 65% of EBITDA from Australia, NZ and Asia, 35% from North America, U.K. and Europe
	•	Management has successfully grown Photon both organically and through acquisitions
Established track record of growth and profitability		• Since listing in 2004, net revenue CAGR of 67% and EBITDA CAGR of 77% • Average multiple paid for acquisitions since 2000 is 4.7x underlying FY 2009 EBITDA (including all earn-outs paid to date)
	•	In FY 2009, the worst economic climate experienced in decades, Photon delivered like-for-like EBITDA
		growth of 8%, compared to market peers who generally experienced a decline in revenues and earnings
	•	Divisions headed by experienced industry practitioners who work with the company CEOs to ensure
Effective division		businesses are meeting strategic and growth objectives
management structure	•	Small head office provides financial reporting and risk management framework
	•	Cooperation across group companies to capture revenue synergies

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Key Investment Highlights

	•	Equity raising will significantly de-lever the business
Strengthened balance sheet post equity raising		• Pro forma leverage will be reduced to 1.8x at 30 June 2009 (excluding estimated future earn- outs liabilities) • Pro forma interest cover of 7.6x
	•	At the time the proceeds of the equity raising are used to repay debt, the current estimate of future earn-
		out liabilities will be matched by available headroom under existing facilities
	•	For FY 2010, management is expecting a continuation of growth trends experienced in FY 2009, with high
		single digit EBTIDA growth, in line with broker consensus
Positive growth outlook	•	Businesses most impacted by the economic cycle (event management, corporate communications and consumer market research) underperformed in FY 2009. Opportunity for upside from recovery of these
		segments as the economic environment improves
	•	Year to date tracking ahead of budget
	•	Rights issue price of $1.50 per share represents:
		• 36.4% discount to last closing price
Attractive price to		• 27.6% discount to last month VWAP
participate in the future		• 26.2% discount to TERP
success of Photon	•	$1.50 per share implies:
		• FY 2009PF P/E multiple of 7.7x
		• FY 2009PF EV/EBITDA multiple of 4.5x, earn-out adjusted FY 2009PF EV/EBITDA multiple of 5.7x
Equity raising supported by founders and key shareholder	•	Entities associated with RG Capital and Tim Hughes who collectively own 33% of Photon (pre-equity raising) have committed to subscribe for their rights entitlements in full

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Key Offer Statistics

Institutional Placement
Amount to be raised under the Institutional Placement	Approximately $26.6 million
Number of New Shares offered under the Institutional Placement	Approximately 14.4 million
Issue Price of $1.85 per New Share	21.6% Discount to Last / 18.0% Discount to 5Day VWAP
Non-Renounceable 1 for 2 Right Issue
Amount to be raised under the Rights Issue	Approximately $87.9 million
Number of New Shares offered under 1 for 2 Rights Issue	Approximately 58.6 million
Entitlement	1 New Share for every 2 Shares held on Record Date (7.00pm 25 August 2009)
Issue Price of $1.50 per New Share	36.4% Discount to Last / 26.2% Discount to TERP / 33.5% Discount to 5Day VWAP
Total Raising
Total number of New Shares offered	Approximately 73.0 million
Total amount to be raised under the Offer	Approximately $114.6 million

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Timetable

Event	Date
Offer Document lodged with ASX	17 August 2009
Record Date for determining Entitlements	25 August 2009 (7.00pm AEST)
Offer Document Dispatched to Eligible Shareholders	27 August 2009
Offer Opening Date	27 August 2009
Offer Closing Date	14 September 2009 (5.00pm AEST)
Trading on ASX of New Shares on a deferred settlement basis	15 September 2009
Allotment of New Shares	18 September 2009
Dispatch of holding statements	21 September 2009
Trading on ASX of New Shares on a normal settlement basis	22 September 2009

Appendix

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Key Risks

Photon is subject to a number of risks and other factors that may impact on both its future performance and the market price at which its Shares trade. Broadly, these risks can be classified as risks general to investing in the stock market and risks specific to an investment in Photon. The New Shares to be issued under the Rights Issue do not carry any guarantee of profitability, dividends or the price at which they will trade on ASX. The Directors consider that the following summary, which is not exhaustive, represents some of the major risk factors of which investors need to be aware. However, before taking up the Offer or investing in Photon, the Directors strongly recommend that Shareholders consult their professional advisers before deciding whether to subscribe for New Shares.

General

As with all stock market investments, there are risks associated with an investment in Photon. Share prices may rise or fall and the price of Shares might trade below or above the Issue Price for the New Shares.

General factors that may affect the market price of Shares include:

Economic conditions in both Australia and internationally;
Investor sentiment and local and international share market conditions;
Changes in interest rates and the rate of inflation;
Variations in commodity prices;
The global security situation and the possibility of terrorist disturbances;
Changes to government regulation, policy or legislation;
Changes which may occur to the taxation of companies as a result of changes in Australian and foreign taxation laws;
Changes to the system of dividend imputation in Australia; and
Changes in exchange rates.

The share prices for many companies have in recent times been subject to wide fluctuations, which in many cases may reflect a diverse range of non-company specific influences including the above factors. Such market factors may have a material adverse effect on the market price of Shares.

Specific risks relating to Photon

There are also a number of specific risk factors that relate to Photon, including, but not limited to, those set out below.

(a) Competitive nature of the industry

Photon and its operating subsidiaries (the Photon Operating Companies) are subject to vigorous competition from other operators within the marketing and communication services industry. Their competitors in the industry include both the large internationally aligned groups and local specialist firms. The competitive environment may result in Photon experiencing client loss. Further, the ability of clients to terminate contracts on short notice (discussed in more detail below) means clients may move their accounts to competitors on relatively short notice. In many cases, a Photon Operating Company represents a client for only a portion of its advertising or marketing services needs or only in particular geographic areas, thus enabling the client continually to compare the effectiveness of Photon’s Operating Company against other companies’ work. Many clients do not permit a company working for them to represent competing accounts or product lines in the same market. These client conflict policies can and sometimes do prevent Photon from seeking and winning new client assignments.

(b) Client’s ability to terminate contracts on short notice

In the communications services industry, service agreements with clients are generally terminable by the client upon short notice, typically between one and six months. Some clients also put their advertising and communications contracts up for competitive bidding at regular intervals. Clients generally are able to reduce advertising and marketing spending or cancel projects at any time for any reason. Photon and its Operating Companies rely upon personal relationships with a large number of clients within the marketing and communication services industry in order to maintain and grow their earnings. A significant reduction in spending by key clients, or the loss of key clients or a suite of clients in a particular industry segment, could adversely affect Photon’s prospects, business, financial condition and results of operations. Photon has in the past been able to grow its turnover notwithstanding client loss, but there is no guarantee that this will continue.

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Key Risks cont’d

(c) Dependence on key personnel

The advertising and marketing services industries are highly dependent on the talent, creative abilities and technical skills of the personnel of the service providers and the relationships their personnel have with clients. Photon believes that its Operating Companies have established reputations in the industry that attract talented personnel, as well as structures for retaining and motivating existing employees. However, Photon, like all service providers, is vulnerable to adverse consequences from the loss of key employees. Employees may choose to resign or leave the business, including due to competition among providers of advertising and marketing services for talented personnel.

(d) Profitability and growth management

While the Company has successfully acquired and grown profitable Operating Companies to date, Photon’s continued financial success is dependent upon the continued growth in profitability of these companies. To manage this growth effectively, Photon will need to maintain efficient control and supervision of its operating and financial systems and continue to expand and manage its employees. Future operating results depend to a large extent on management’s ability to successfully manage and implement group strategy, organically grow the Operating Companies and manage corporate overhead costs according to budget.

(e) Seasonality of revenue

Photon’s Operating Companies generally experience seasonality in earnings which historically has resulted in stronger revenue generation in the six months ending 30 June compared to the six months ending 31 December. Photon relies on the seasonality trends displayed by its Operating Companies historically to prepare forecasts and budgets. There is no guarantee that the seasonality trends displayed historically will continue in the future, including in the current financial year ending 30 June 2010.

(f) Current and additional capital requirements

There is no assurance that additional funding will be available to Photon in the future on acceptable terms. If adequate funds are not available, Photon may not be able to meet future funding obligations, develop new business concepts, satisfy existing contractual obligations or otherwise respond to competitive pressures.

Photon has a $330 million corporate debt facility, of which $76 million matures in October 2011, $46 million matures in March 2011, $120 million matures in October 2010 and $88 million matures in April 2010. The facilities are currently drawn to $273 million. Following the Capital Raising Photon will retain these facilities but will reduce the total debt drawn under these facilities to approximately $165 million and reduce the balance of the debt due in 2010 to approximately $45 million. Historically, Photon has successfully refinanced its corporate debt facility before it has fallen due. However, there is a refinancing risk that a replacement debt facility will not be available or will not be available on terms as attractive to Photon as its previous borrowing facilities. The next refinancing date is in April 2010. Unless refinanced prior, it is anticipated that $50 million of currently undrawn facilities will be cancelled in April 2010. Assuming all remaining facilities are refinanced when due, the current estimate of future earn-out liabilities due after April 2010 will be matched by available headroom under those remaining facilities. If Photon is not able to refinance these obligations when they fall due, it could have a materially adverse impact on Photon’s financial position and its ability to meet its capital requirements.

(g) Interest rates

Photon will continue to be exposed to adverse interest rate movements to the extent that underlying borrowings have a floating interest rate exposure that is not hedged. Photon currently has approximately 77% of its total interest rate exposure over the next 12 months subject to movements in interest rates. There is a risk that adverse interest rate movements may have a negative impact on the underlying profitability of Photon.

(h) Asset value impairment

Photon has a significant amount of acquired goodwill and other acquired intangible assets recorded on its balance sheet. It also has investments in other companies (including a 30.5% non-controlling investment in Dark Blue Sea Limited). Photon annually tests the carrying value of goodwill and investments for impairment. The estimates and assumptions about results of operations and cash flows made in connection with impairment testing could differ from future actual results of operations and cash flows. In addition, future events could cause Photon to conclude that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on Photon’s financial position, profitability and capacity to pay dividends.

Photon may use Shares, incur indebtedness, expend cash or use any combination of Shares, indebtedness and cash for all or part of the consideration to be paid in future acquisitions that would result in additional goodwill being recorded on Photon’s balance sheet.

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Key Risks cont’d

(i) Systems risk

A number of Photon’s Operating Companies rely to a significant degree on its information technology systems and from time to time incur significant expenditure on systems upgrade and maintenance. IT systems are an essential part of a number of businesses in the group, and as a result, Photon is potentially exposed to a number of risks, including the capacity of existing systems and capital expenditure requirements going forward.

(j) Regulatory risk

Photon and its Operating Companies are required to comply with a variety of legal and regulatory regimes, including in relation to regulation governing privacy, electronic mail, online/SMS communications, direct sales and marketing, and advertising of certain products and services. Photon is not in a position to foresee the impact that future regulation or changes in the interpretation or operation of existing regulation may have on its Operating Companies. Such changes could have an adverse effect on Photon’s business and financial performance.

(k) Liability risk

The provision of services by Photon’s Operating Companies carries with it the risk of liability for losses arising from their work, including indirect or consequential losses suffered by third parties. Where possible, Photon and the Operating Companies will seek to limit their liability contractually to the extent permitted by the law, as it is interpreted from time to time, and it will maintain adequate levels of professional indemnity insurance. However, Photon’s insurance and contractual arrangements may not adequately protect it against all potential claims, and any losses falling outside the scope of insurance or contractual limits may adversely affect the earnings of Photon.

(m) Intellectual property and proprietary rights

The Operating Companies have invested significantly in the development of their information technology platforms, intellectual property, proprietary processes and systems. There can be no guarantee that unauthorised use or copyrighting of the Operating Companies’ intellectual property or proprietary rights will be prevented.

(n) Uncertain final acquisition price for Operating Companies

The acquisition agreements entered into with the vendors of certain Operating Companies require Photon to potentially make additional payments or issue further Shares based on deferred consideration arrangements. The final amounts to be paid and the number of Shares to be issued are uncertain and dependent on individual company EBIT performance, the level of growth in individual company EBIT performance, the Photon Share price, financial performance and the preferences of the vendors to receive cash or Shares. The quantum of outstanding deferred consideration payment obligations is material (refer to page 16) and Photon intends to meet the majority of these obligations from its corporate debt facilities. Refer to paragraph (f) above regarding Photon’s current and additional capital requirements.

(o) International business

Photon and the Operating Companies operate in 14 countries throughout the world. Photon’s reporting currency is Australian dollars. However, Photon’s significant international operations give rise to an exposure to changes in foreign exchange rates, since most of its revenues from countries other than Australia are denominated in currencies other than Australian dollars. Therefore, changes in exchange rates could adversely affect Photon’s profitability and financial position.

Further, Photon’s international operations are subject to a number of risks inherent in operating in different countries, including, but not limited to, risks regarding:

• Restrictions on repatriation of earnings; and

Changes in a specific country’s or region’s political or economic conditions.

The occurrence of any of these events or conditions could adversely affect Photon’s profitability and its ability to increase or maintain its operations in various countries.

(p) Unfavourable economic conditions

Photon’s business is affected by downturns in general economic conditions, changes in clients’ underlying businesses and decreases in marketing budgets. At present, the global economy is experiencing a range of adverse effects and any further deterioration in global economic conditions may adversely impact the operating and financial performance of Photon. Downturns in general economic conditions may adversely affect the businesses of Photon’s Operating Companies’ clients, which can have the effect of reducing the amount of services they purchase from Photon’s Operating Companies and thus can materially adversely affect Photon’s consolidated results of operations.

AI assistant

ENERO GROUP LIMITED — Capital/Financing Update 2009

64827_rns_2009-08-16_2026a44a-846b-4d74-94d2-de6ca26549bf.pdf

ASX/MEDIA RELEASE

PHOTON ANNOUNCES FY2009 NET REVENUE GROWTH OF 17% AND EBITDA GROWTH OF 14%

ANNOUNCEMENT OF EQUITY RAISING

Disclaimer

Key risks

Underwriters

Definitions & Assumptions

Contents

We Engage Where The Customer Is

Like-for-Like Growth

Like-for-Like Net Revenue

Like-for-Like EBITDA

FY 2009 Global Peer Analysis

FY 2009 Financial Highlights

Divisional Performance

Equity Raising

Outlook

FY 2009 Profit and Loss summary

Balance Sheet and Cash Flow Summary

Debt Profile at 30 June 2009

Earn-outs

Operational Update and Divisional Performance

FY 2008 – FY 2009 Net Revenue by Division

FY 2008 – FY 2009 EBITDA by Division

A Highly Diversified Company

FY 2009A Underlying EBITDA by Division

FY 2009A Underlying EBITDA by Geography

FY 2009A Revenue by Industry

Field Marketing Division

What the Division Does

Examples of Customers

Key Drivers

Field Marketing Contribution to Underlying EBITDA

Field Marketing Division

FY 2009 Performance

Like-for-Like Results

Outlook

Internet and E-Commerce Division

What the Division Does

Examples of Customers

Key Drivers

Internet and E-Commerce Contribution to Underlying EBITDA

Internet and E-Commerce Division

FY 2009 Performance

Like-for-Like Results

Outlook

Specialised Communications Division

What the Division Does

Key Drivers

Specialised Communications Contribution to Underlying EBITDA

Specialised Communications Division

FY 2009 Performance

Like-for-Like Results

Outlook

Strategic Intelligence Division

What the Division Does

Key Drivers

Strategic Intelligence Contribution to Underlying EBITDA

FY 2009 Performance

Like-for-Like Results

Outlook

What the Division Does

Examples of Customers

Key Drivers

Integrated Communications and Digital Contribution to Underlying EBITDA

FY 2009 Performance

Like-for-Like Results

Summary of the Equity Raising

Key Investment Highlights

Key Investment Highlights

Key Offer Statistics

Timetable

Key Risks

General

Specific risks relating to Photon

(a) Competitive nature of the industry

(b) Client’s ability to terminate contracts on short notice

ENERO GROUP LIMITED Capital/Financing Update 2009