Notice is hereby given that the Annual General Meeting of members of Photon Group Limited will be held at Level 4, 60 Carrington Street, Sydney at 12.00 pm on Tuesday, 29 November 2011.

Agenda
Ordinary Business
Accounts and Reports
To receive and consider the Statement of Financial Position of Photon Group Limited (Photon) as at 30 June 2011, the Statement of Financial Performance of Photon for the year ended on that date, with the consolidated accounts of Photon and its controlled entities, in accordance with the Corporations Act 2001 (Cth) (Corporations Act) and the reports of the Directors and auditors.

Resolution 1 – Non-binding resolution to adopt remuneration report
To consider and, if thought fit, pass the following as an ordinary resolution:

That the ‘Remuneration Report’ as set out in Photon’s Annual Financial Report for the year ended 30 June 2011 be adopted.

Photon will disregard any votes cast on Resolution 1 by Key Management Personnel (KMP) and their ‘Closely Related Parties’ (as defined in the Corporations Act) (each a Restricted Voter). Each member of Photon’s KMP is named in page 24 of Photon’s Annual Financial Report for the year ended 30 June 2011. However, Photon need not disregard a vote if:

 (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b) it is not cast on behalf of a Restricted Voter. Further, Photon will not disregard a vote cast by the Chair of the meeting (Chair) as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy, even though the resolution is connected directly or indirectly with the remuneration of a member of the KMP. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

Resolution 2 – Re-election of directors
To consider, and if thought fit, pass the following resolution as an ordinary resolution:

2.1 That Roger Amos who retires in accordance with clause 6.1(e) of Photon’s constitution, and being eligible, offers himself for re-election, be re-elected as a Director of Photon.

2.2 That Max Johnston who retires in accordance with clause 6.1(e) of Photon’s constitution, and being eligible, offers himself for re-election, be re-elected as a Director of Photon.

2.3 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.

Photon will disregard:

(a) any votes cast on Resolution 2.1 by Mr Roger Amos and any of his associates;

(b) any votes cast on Resolution 2.2 by Mr Max Johnston and any of his associates; and

(c) any votes cast on Resolution 2.3 by Ms Susan McIntosh and any of her associates.

However, Photon need not disregard a vote if:

(d) 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

(e) 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.

Agenda
Information for Shareholders
A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where two proxies are appointed, each proxy may be appointed to represent a 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. If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 if the proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP. If such authorisation is given, the Chair intends to vote in favour of Resolution 1.

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

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

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

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

Photon has determined in accordance with regulation 7.11.37 of the Corporations Regulations, that for the purpose of determining voting entitlements for the general meeting, Photon Shares will be taken to be held by those people who are shown in the register of members as at 12.00pm Sydney time on Sunday, 27 November 2011.

To be valid, the proxy forms (together with any power of attorney or other authority) must be returned:
–– by post to the share registry Computershare Investor Services Pty Limited GPO Box 242, Melbourne Vic 3001;
–– online at ww w.investorvote.c om. au; or
–– successful facsimile transmission to either Computershare on +613 9473 2555 (outside Australia) or 1800 783 447 (within Australia), by no later than 12.00pm Sydney time on Sunday, 27 November 2011.

Shareholder queries should be directed to the Company Secretary at Photon on (02) 8213 3032 or email This e-mail address is being protected from spambots. You need JavaScript enabled to view it. .

Resolution 1 – Non-binding resolution to adopt 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 30 of Photon’s Annual Financial Report for the year ended 30 June 2011.

The report:
–– explains the Board’s policies in relation to remuneration paid to Photon’s Directors 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 Resolution 1.

Resolution 2 – Re-election of directors
Clause 6.1(e) of Photon’s constitution requires that a director, other than the managing director, appointed under clause 6.1(d) of Photon’s constitution to fill a casual vacancy, must retire from office at the next AGM following his or her appointment. Roger Amos was appointed as a Director of Photon under clause 6.1(d) on 23 November 2010 and is retiring and seeking re-election in accordance with clause 6.1(e) of Photon’s constitution. Max Johnston was appointed as a Director of Photon under clause 6.1(d) on 28 April 2011 and is retiring and seeking re-election in accordance with clause 6.1(e) of Photon’s constitution.

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 Roger Amos) unanimously recommends that shareholders vote in favour of Resolution 2.1 to re-elect Roger Amos as a Director of Photon.

The Photon Board (other than Max Johnston) unanimously recommends that shareholders vote in favour of Resolution 2.2 to re-elect Max Johnston as a Director of Photon.

The Photon Board (other than Susan McIntosh) unanimously recommends that shareholders vote in favour of Resolution 2.3 to re-elect Susan McIntosh as a Director of Photon.

Click the link below to read the full report.

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