NeoMedia Technologies, Inc (NEOM)

[Vercingetorix]

Most Recent Shareholder's Meeting Info:

Schedule 14A

Dear stockholder:

You are cordially invited to attend a special meeting (the “ Meeting ”) of the stockholders of NeoMedia Technologies, Inc., a Delaware corporation (the “ Company ”). The Meeting will be held on March 30, 2010, at 11:00 a.m., local time, at the Marriot Courtyard Atlanta Perimeter Center, 6250 Peachtree - Dunwoody Road, Atlanta, Georgia 30328.

Your vote is important. We encourage you to vote your proxy, as directed on the proxy card, either on the Internet at www.wwstr.com or by mailing in your enclosed proxy card so that your shares will be presented and voted at the meeting even if you cannot attend. Accordingly, please return your proxy as soon as possible.

We hope to see you at the meeting.


Sincerely,


/s/Iain A. McCready

Iain A. McCready

Chief Executive Officer

Atlanta, Georgia
March 5, 2010




NEOMEDIA TECHNOLOGIES, INC.
Two Concourse Parkway, Suite 500
Atlanta, Georgia 30328

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 30, 2010, AT 11:00 A.M.

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of stockholders of NeoMedia Technologies, Inc., a Delaware corporation (the “ Company ”), will be held on March 30, 2010 at 11:00 a.m., local time, at the Marriot Courtyard Atlanta Perimeter Center, 6250 Peachtree - Dunwoody Road, Atlanta, Georgia 30328, Atlanta, Georgia 30328, for the following purposes, as more fully described in the attached Proxy Statement:

1. To approve an amendment to the Company’s Certificate of Incorporation to authorize a 1 share for 100 shares reverse split of the Company’s outstanding common stock (“ Common Stock ”);

2. To approve an amendment to the Company’s Certificate of Incorporation to fix the amount of authorized shares of Common Stock at 5,000,000,000 shares;

3. To approve an amendment to the Company’s Certificate of Incorporation to effect a decrease in the par value of Common Stock from $0.01 to $0.001; and

4. To consider and act on any other matters that may properly come before the Meeting or any postponement or adjournment thereof.

The Company’s Board of Directors has fixed the close of business on February 1, 2010 as the record date (the “ Record Date ”) for the determination of the stockholders entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. Only those stockholders of record of the Company as of the close of business on the Record Date will be entitled to vote at the Meeting or any postponement or adjournment thereof.

The Company’s Board of Directors is making this proxy solicitation. Subject to the restrictions described in the attached Proxy Statement, all shares of Common Stock that are presented by properly executed and unrevoked proxies received by the Company’s selected vendor (Worldwide Stock Transfer, LLC) to tabulate the vote of the Company’s common stockholders, prior to the Meeting, will be voted, and all shares of the Company’s Series D Convertible Preferred Stock that are presented by properly executed and unrevoked proxies received by the Company, prior to the Meeting, will be voted.

A complete list of stockholders entitled to vote at the Meeting will be open for examination by any stockholder of record during ordinary business hours commencing two days after the date of this notice at the Company’s offices located at Two Concourse Parkway, Suite 500, Atlanta, Georgia 30328 .

IMPORTANT

All stockholders entitled to vote are cordially invited to attend the Meeting in person. Whether or not you plan to attend the Meeting, please sign and return the enclosed proxy card (the “ Proxy ”) as promptly as possible in the envelope enclosed for your convenience. Should you receive more than one Proxy because your shares are registered in different names and addresses, each Proxy should be signed and returned to ensure that all your shares will be voted. You may also vote via the Internet at www.wwstr.com , as directed on the Proxy. You may revoke your Proxy at any time prior to the Meeting by executing and submitting a Proxy bearing a later date. If you attend the Meeting and vote by ballot, your Proxy will be revoked automatically and only your vote at the Meeting will be counted.


By Order of the Board of Directors,


/s/Iain A. McCready

Iain A. McCready
March 5, 2010
Chief Executive Officer

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, AND, AS SOON AS POSSIBLE, COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE, OR, IF YOU ARE A COMMON STOCKHOLDER, YOU MAY ALSO VOTE YOUR PROXY VIA INTERNET.