NeoMedia Technologies, Inc (NEOM)

[ss9173]

Shareholder Meeting Questions

FYI, I have submitted the following questions to Neom Management and recommended that they address these concerns during their presentations at the June 28 SHM:

1) What are the goals and objectives of the business for the next 3 years?

* What are the critical success factors (CSF's)? What are the corresponding metrics for each of these CSF's?

* What are the strategic areas for improvement to achieve the CSF's?

* What initiatives are planned or underway to reduce / control expenses?

* Is Neomedia committed to increasing shareholder value? If so, what are the primary initiatives being undertaken to achieve increased shareholder value? Are there any active plans to get listed on one of the major stock exchanges and if so, what is the timing?

2) Provide a convincing argument for shareholder approval of item no. 3 of the proxy card (increase in the number of authorized shares from 1 billion to 5 billion)

* The proxy states:
Additionally, an unfavorable vote on this proposal could have negative ramifications for NeoMedia. Pursuant to the investment agreement entered into between NeoMedia and Cornell in connection with the sale of the Series C Preferred Shares, NeoMedia is required to reserve 100 million shares for conversion of the Series C Preferred Shares, and an additional 75 million for conversion of the warrants. NeoMedia is also required to effectuate an increase in its authorized shares on or before July 1, 2006, such that it has sufficient shares to reserve an additional 250 million shares for conversion of the Series C Preferred Shares. Failure to increase the number of authorized shares constitutes an event of default under the investment agreement, at which time the principal and any accrued interest or dividends become immediately due and payable in cash. For presentation purposes only, as of April 28, 2006, the total amount due in cash to Cornell if an event of default had occurred would have been approximately $22.3 million. Alternatively, under an event of default, Cornell has the right, but not the obligation, to immediately convert all outstanding Series C Preferred Shares into shares of common stock instead of cash.

* Why are we in this position of default? Did we not adequately anticipate this situation during the planning process for funding acquisition purchases?

* If item 3 is approved, how many additional shares does Neomedia plan to register with the SEC within 30 and 90 days of the approval?

* What is the anticipated level of outstanding shares by January 1, 2007?

* Based on 2005 financial results, Neomedia is presently a $24M business with an approximate 50% net loss. Employment level is approximately 180. What are the revenue and profit projections for each business entity and in total for each of the next 3 years?

* What actions are being taken and what is the timing for Neomedia to achieve positive cash flow to minimize further share dilution?

* How will this dramatic increase in authorized shares impact the timing and ability to get relisted on the NASDAQ?

* Are there any immediate or short-term plans to eliminate Cornell financing and utilize a more shareholder friendly type of financing?

* Has Neomedia been approached concerning a takeover, 20% equity agreement, or buyout?

* Is Neomedia considering a reverse split?

* Are there any future plans for a stock buyback?

3) Provide a comprehensive update on the launch of Paperclick including:

* Are technical issues (e.g., camera lens, new java software availability, etc) inhibiting either its release or acceptance by the market? If so, what actions are in process or planned and what is the timing for resolving these issues?

* How will Paperclick be integrated into the new acquisition companies' offerings?

* Are there any commercial issues inhibiting the release or acceptance by the market?

* When will Paperclick be launched? When will it begin generating significant revenues?

* When will it be widely available to consumers?

4) Provide a comprehensive update on Keyword Registry and Go Window including:

* Has Neomedia sold keywords to anyone other than Virgin? If so, whom?

* Are there still plans to hold a Word Auction? If so, what is the timing and planned pricing structure for keywords?

* What, if any, significance do the keywords which appear to be "activated" in the Go Window on your website have in terms of actual, current relationships with those companies? (Examples of keywords that appear to be "activated" include "weather", "msn", "hotmail" and "eBay").

* Has Silicon Space completed their work on the Paperclick WordRegistry interface?

5) Provide a comprehensive update on patent infringement including:

* An update on the Scanbuy case. Are we pursuing a settlement with Scanbuy or do we expect that the case will have to wait for a judicial ruling?

* Are there any other noteworthy patent infringement issues that we are investigating?

6) Provide a comprehensive update on NMPR including:

* Profitable growth plans

* Current and future sales and profit projections for this business

* Are there any near-term or long-term plans to divest of this business to enable Neomedia to focus all of its efforts and resources on the exploding mobile marketing industry?

7) Other questions / concerns:

* Check 21 was supposed to generate a significant amount of revenue for Neomedia. What is the current status?

* What is the status of the Intel alliance / agreement?

* Given the suspected level of naked shorting of NEOM, will Neomedia consider going to a "custody-only" trading system? See http://www.investopedia.com/terms/c/custodyonly.asp

* When will the HipCricket acquisition be completed?

* Have there been any discussions with Microsoft? Yahoo? Google? NewsCorp?

* Is it possible for all news releases of subsidiaries to begin indicating that they are a Neomedia Technologies Company? For example, "Mobot, A Neomedia Technologies Company", etc. This change will provide more outside exposure and awareness for Neomedia.

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Thanks to all who contributed these questions in prior postings.

SS9173