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Getty Images Inc – ‘DEFM14A’ on 5/22/08

On:  Thursday, 5/22/08, at 4:52pm ET   ·   Effective:  5/22/08   ·   Accession #:  1193125-8-120922   ·   File #:  1-31516

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/22/08  Getty Images Inc                  DEFM14A     5/22/08    1:4.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Merger Proxy Statement                   HTML   3.92M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

GETTY IMAGES, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Common stock, par value $0.01 per share (“Common Stock”).

59,644,904 shares of Common Stock outstanding; in-the-money stock options with respect to 1,180,477 shares of Common Stock; and restricted stock units with respect to 1,173,192 shares of Common Stock.

The maximum aggregate value was determined based upon the sum of (A) 59,644,904 shares of Common Stock multiplied by $34.00 per share; (B) in-the-money stock options with respect to 1,180,477 shares of Common Stock multiplied by $6.58 per share (which is the difference between $34.00 and the weighted average exercise price of $27.42 per share); and (C) restricted stock units with respect to 1,173,192 shares of Common Stock multiplied by $34.00 per share. In accordance with Exchange Act Rule 0-11(c), the filing fee was determined by multiplying 0.0000393 by the sum of the preceding sentence.

$2,075,577,636

$81,570

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601 North 34^th Street

Seattle, Washington 98103

Dear Stockholders:

We cordially invite you to attend the special meeting of stockholders of Getty Images, Inc., a Delaware corporation (the “Company”), at the headquarters of the Company at 601 North 34th Street, Seattle, Washington 98103 on June 20, 2008, at 9:00 a.m., local time.

At the special meeting, you will be asked to consider and vote upon a proposal to adopt an Agreement and Plan of Merger, dated as of February 24, 2008, which we refer to as the “merger agreement,” among the Company, Abe Investment, L.P., a Delaware limited partnership (“Parent”), and Abe Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent was formed by Hellman & Friedman Capital Partners VI, L.P. and its affiliated funds. Under the terms of the merger agreement, Merger Sub will be merged with and into the Company, which we refer to as the “merger,” with the Company continuing as the surviving corporation.

If the merger is completed, each share of Company common stock, other than as provided below, will be converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes. We refer to this consideration per share of common stock to be paid in the merger as the “merger consideration.” The following shares of Company common stock will not be converted into the right to receive the merger consideration in connection with the merger: (a) shares held by any of the Company’s stockholders who are entitled to and who properly exercise appraisal rights under Delaware law and (b) shares held by Parent or any of its subsidiaries, including shares to be contributed to Parent immediately prior to the completion of the merger by Getty Investments L.L.C., Mark Getty, The October 1993 Trust, Cheyne Walk Trust and Ronald Family Trust B, which we collectively refer to as the “Rollover Stockholders.” The Rollover Stockholders own, in the aggregate, approximately 15.0% of the Company common stock. Mark Getty is the Company’s chairman of the board and co-founder and is chairman of the board of Getty Investments L.L.C. In addition, Jonathan Klein, who is the Company’s chief executive officer and co-founder and a member of the Company’s board of directors, is a director of Getty Investments L.L.C.

After careful consideration, the Company’s board of directors, by a unanimous vote of the directors (other than Mark Getty and Jonathan Klein, both of whom abstained from the vote), has approved and authorized in all respects the merger agreement and recommends that you vote “FOR” the adoption of the merger agreement. In considering the recommendation of the Company’s board of directors, you should be aware that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally.

The accompanying proxy statement provides you with detailed information about the proposed merger and the special meeting. We encourage you to read the entire proxy statement and the merger agreement carefully. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement. You may also obtain more information about the Company from documents we have filed with the Securities and Exchange Commission.

Your vote is very important. We cannot complete the merger unless (a) the holders of a majority of the outstanding shares of Company common stock entitled to vote at the special meeting vote to adopt the merger agreement, which vote we refer to as the “Company Stockholder Approval,” and (b) the holders of a majority of the number of shares of Company common stock present in person or by proxy and voting at the special meeting (other than the Rollover Stockholders and Jonathan Klein) vote to adopt the merger agreement, which vote we refer to as the “Special Stockholder Approval.” Please note that failing to vote has

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the same effect as a vote against the adoption of the merger agreement for purposes of the Company Stockholder Approval but has no effect for purposes of the Special Stockholder Approval.

Whether or not you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope or submit your proxy by telephone or internet prior to the special meeting. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of common stock using the instructions provided by your broker, bank or other nominee. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy you previously submitted. However, if you hold your shares through a broker, bank or other nominee, you must provide a legal proxy issued from such nominee in order to vote your shares in person at the special meeting.

Our board of directors appreciates your continuing support of the Company and urges you to support the merger.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement is dated May 22, 2008, and is first being mailed to stockholders on or about May 23, 2008.

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601 North 34^th Street Seattle, Washington 98103

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2008

Dear Stockholders:

Notice is hereby given that a special meeting of stockholders of Getty Images, Inc., a Delaware corporation (the “Company”), will be held on June 20, 2008, at 9:00 a.m., local time, at the headquarters of the Company at 601 North 34th Street, Seattle, Washington 98103 in order to:

Only stockholders of record of our common stock at the close of business on May 20, 2008 are entitled to notice of and to vote at the special meeting. Only stockholders of record and their proxies are invited to attend the special meeting in person.

The adoption of the merger agreement requires the affirmative vote of (a) the holders of a majority of the outstanding shares of our common stock entitled to vote thereon at the special meeting (the “Company Stockholder Approval”) and (b) the holders of a majority of the number of shares of our common stock present in person or by proxy and voting at the special meeting (other than the Rollover Stockholders (as defined below) and Jonathan Klein) (the “Special Stockholder Approval”). The adjournment proposal requires, assuming a quorum is present with respect to the proposal, the affirmative vote of the holders of our common stock present in person or by proxy casting a majority of the votes entitled to be cast by all holders of common stock constituting such quorum. The “Rollover Stockholders” are comprised of Getty Investments L.L.C., Mark Getty (the Company’s chairman of the board and co-founder and a director of Getty Investments L.L.C.), The October 1993 Trust, Cheyne Walk Trust and Ronald Family Trust B. Mr. Getty is chairman of the board of Getty Investments L.L.C. and Mr. Getty and/or other Getty family members are beneficiaries of these trusts. Getty Investments L.L.C. and these three trusts owned, in the aggregate along with Mr. Getty, approximately 15.0% of the outstanding Company common stock as of the record date for the special meeting. Jonathan Klein is the Company’s chief executive officer and co-founder, one of the Company’s directors and a director of Getty Investments L.L.C.

Whether or not you plan to attend the special meeting, we urge you to submit a proxy for your shares by completing, signing, dating and returning the proxy card as promptly as possible in the postage-paid envelope or to submit your proxy by telephone or internet prior to the special meeting to ensure that your shares will be represented at the special meeting. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be voted in favor of the adoption of the merger agreement and the

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proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies. If you fail to return your proxy card or fail to submit your proxy by telephone or internet and do not vote in person at the special meeting, it will have the same effect as a vote against the adoption of the merger agreement for purposes of the Company Stockholder Approval but will have no effect for purposes of the Special Stockholder Approval or any vote regarding adjournment of the special meeting. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares of common stock using the instructions provided by your broker, bank or other nominee. Any stockholder attending the special meeting may vote in person by ballot even if he or she has already submitted a proxy by proxy card, telephone or internet. Such vote by ballot will revoke any proxy previously submitted. However, if you hold your shares through a bank or broker or other nominee, you must provide a legal proxy issued from such custodian in order to vote your shares in person at the special meeting.

Any stockholders of the Company who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of our common stock if the merger contemplated by the merger agreement is completed, but only if they submit a written demand for appraisal of their shares before the taking of the vote on the merger agreement at the special meeting and they comply with all requirements of Delaware law for exercising appraisal rights, which are summarized in the accompanying proxy statement.

By Order of the Board of Directors,

John Lapham

Senior Vice President,

General Counsel and Secretary

May 22, 2008

PLEASE DO NOT SEND YOUR STOCK CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR STOCK CERTIFICATES.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the “Questions and Answers About the Merger and the Special Meeting,” summarizes the material information in this proxy statement. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement. Each item in this Summary Term Sheet includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information” beginning on page 131. In this proxy statement, the terms “Getty Images,” “Company,” “we,” “our” and “us” refer to Getty Images, Inc. and its subsidiaries, unless the context requires otherwise.

The Parties to the Merger (page 84)

Getty Images, Inc., a Delaware corporation, is a creator and distributor of still imagery, footage and multi-media products, as well as a provider of related services and other forms of premium digital content, including music. We serve business customers worldwide who turn to us to discover, license and manage images and other digital content. Our contributing artists and digital content help customers produce work that appears in newspapers, magazines, advertising campaigns, films, television programs, books and websites.

Abe Investment, L.P., which we refer to as “Parent,” was formed by Hellman & Friedman Capital Partners VI, L.P., which we refer to as “H&F Fund VI,” and its affiliated funds. Abe Acquisition Corp., which we refer to as “Merger Sub,” is a Delaware corporation and a wholly owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement described below and consummating the transactions contemplated by the merger agreement.

The Merger (page 85)

You are being asked to adopt an Agreement and Plan of Merger, dated as of February 24, 2008 (as it may be amended from time to time), by and among Getty Images, Parent and Merger Sub, which agreement we refer to as the “merger agreement.” Pursuant to the merger agreement, Merger Sub will merge with and into Getty Images, which we refer to as the “merger,” and Getty Images will continue as the surviving corporation and a wholly owned subsidiary of Parent. Upon completion of the merger, Getty Images will cease to be a publicly traded company, and you will cease to have any rights in Getty Images as a stockholder.

Merger Consideration (page 86)

If the merger is completed, each share of our common stock, other than as provided below, will be converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes. We refer to this consideration per share of common stock to be paid in the merger as the “merger consideration.” The following shares of our common stock will not be converted into the right to receive the merger consideration in connection with the merger: (a) shares held by any of our stockholders who are entitled to and who properly exercise appraisal rights under Delaware law and (b) shares held by Parent or any of its subsidiaries, including shares to be contributed to Parent immediately prior to the completion of the merger by Getty Investments L.L.C., Mark Getty (the Company’s chairman of the board and co-founder and a director of Getty Investments L.L.C.), The October 1993 Trust, Cheyne Walk Trust and Ronald Family Trust B, which we collectively refer to as the “Rollover Stockholders.” Mr. Getty is chairman of the board of Getty Investments and Mr. Getty and/or other Getty family members are beneficiaries of these trusts. In addition, Jonathan Klein (the Company’s chief executive officer and other co-founder and a member of the Company’s board of directors) is a director of Getty Investments. Getty Investments and these three trusts owned, in the aggregate along with Mr. Getty, approximately 15.0% of the Company common stock outstanding as of the record date for the special meeting.

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When the Merger is Expected to be Completed

We currently anticipate that the merger will be completed in the second quarter or early in the third quarter of 2008. However, there can be no assurances that the merger will be completed at all, or if completed, that it will be completed in the second quarter or early in the third quarter of 2008.

Votes Required for Adoption of the Merger Agreement (page 81)

The adoption of the merger agreement requires the affirmative vote of (a) the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting and (b) the holders of a majority of the number of shares of our common stock present in person or by proxy and voting at the special meeting (other than the Rollover Stockholders and Jonathan Klein).

The Special Meeting

See “Questions and Answers About the Merger and the Special Meeting” beginning on page 8 and “The Special Meeting” beginning on page 80.

Recommendation of Our Board of Directors (page 35)

Our board of directors unanimously (other than Mark Getty and Jonathan Klein, who both abstained from the vote) (a) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (b) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are substantively and procedurally fair to and in the best interests of the Company and our unaffiliated stockholders (by which we mean, for purposes of this determination, our stockholders other than the Rollover Stockholders and Jonathan Klein) and (c) resolved to recommend that the stockholders of the Company adopt the merger agreement. For a discussion of the material factors considered by our board of directors in reaching its conclusions, see “Special Factors—Reasons for the Merger; Recommendation of Our Board of Directors; Fairness of the Merger.”

Our board of directors recommends that you vote “FOR” the proposal to adopt the merger agreement and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Interests of the Company’s Directors and Executive Officers in the Merger (page 66)

In considering the recommendation of our board of directors, you should be aware that some of our directors and executive officers have interests in the merger that are different from, or in addition to, your interests as a stockholder and that may present actual or potential conflicts of interest. These interests include, among others:

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Our board of directors was aware of these interests and considered them, among other matters, prior to making its determination to recommend the adoption of the merger agreement to our stockholders.

Opinion of Our Financial Advisor (page 40)

Goldman, Sachs & Co., which we refer to as “Goldman Sachs,” delivered its oral opinion, which was subsequently confirmed in writing, to our board of directors that, as of February 24, 2008, and based upon and subject to the factors and assumptions set forth in the Goldman Sachs opinion, the $34.00 per share in cash to be received by the holders of the outstanding shares of Company common stock (other than the Rollover Stockholders) pursuant to the merger agreement was fair from a financial point of view to such stockholders.

The full text of the written opinion of Goldman Sachs, dated February 24, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of our board of directors in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any stockholder should vote with respect to the merger or any other matter.

Pursuant to an engagement letter between the Company and Goldman Sachs, we have agreed to pay Goldman Sachs a transaction fee equal to 0.725% of the aggregate consideration (which is expected to be equal to approximately $17.3 million), $3.0 million of which was payable upon the execution of the merger agreement and the remainder of which is payable upon completion of the merger, plus reasonable expenses.

Treatment of Stock Options and Restricted Stock Units (page 87)

Stock Options. Pursuant to the plans under which they were issued, all outstanding options exercisable for shares of our common stock that are unvested will vest and become exercisable upon the effective time of the merger. Under the merger agreement, we have agreed to take all action necessary such that, except as otherwise agreed to by Parent and the holder of an option, each outstanding option that represents the right to acquire our common stock under our equity incentive plans will be cancelled and terminated and converted at the effective time of the merger into the right to receive a cash payment for each share of our common stock issuable under such option equal to the excess, if any, of (a) the merger consideration over (b) the exercise price payable in respect of such share of our common stock issuable under such option, without interest and less any applicable withholding taxes, which we refer to as the “option consideration.” In order to provide for the cancellation and termination of all stock options under the merger agreement, we expect to make an offer to each option holder to cancel all of his or her grants of options in exchange for a cash payment with respect to each such grant equal to the greatest of (i) the aggregate option consideration with respect to such grant, (ii) $0.05 per share of our common stock issuable pursuant to such grant and (iii) $1,000, in each case without interest and less applicable withholding taxes. The offer will be made to each option holder, and the receipt of consideration by each option holder is contingent upon his or her acceptance of the offer in accordance with its terms. The completion of this offer will be conditioned upon and will occur simultaneously with the completion of the merger.

Restricted Stock Units. The merger agreement provides that, except as otherwise agreed to by Parent and the holder of a restricted stock unit, each outstanding restricted stock unit granted under our equity incentive plans (whether or not previously vested) will vest in full and be converted into the right to receive $34.00 in cash, without interest and less any applicable withholding tax.

Financing of the Merger (page 61)

Parent estimates that the aggregate amount of financing necessary to complete the merger, the refinancing of our existing indebtedness and the payment of related fees and expenses will be approximately $2.4 billion. This amount is expected to be funded by Parent and Merger Sub with a combination of the equity financing contemplated by the commitment letters described below, debt financing contemplated by the commitment letter

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described below and cash of the Company. The equity and debt financing are subject to the satisfaction of the conditions set forth in the commitment letters pursuant to which the financings will be provided.

Equity Financing. Parent has received an equity commitment letter from H&F Fund VI and certain of its affiliated funds, which we refer to collectively with H&F Fund VI as the “H&F Investors,” to purchase, or cause to be purchased, up to $941.3 million of equity of Parent. Parent also has received a commitment letter from the Rollover Stockholders to contribute to Parent an aggregate of 8,942,593 shares of our common stock (with an aggregate value of approximately $304.0 million, based on the merger consideration). In addition, a revocable grantor trust, of which Mr. Getty is the primary beneficiary, has agreed to exchange options it currently holds to acquire up to 446,350 shares of our common stock for options to acquire shares of common stock of an affiliate of Parent.

Debt Financing. Merger Sub has received a debt financing commitment letter that provides for up to $1.045 billion of debt financing from Barclays Bank PLC, General Electric Capital Corporation and The Royal Bank of Scotland PLC.

Governmental and Regulatory Approvals (page 76)

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the “HSR Act,” the merger may not be completed until the Company and Parent each file a notification and report form under the HSR Act with the Federal Trade Commission, or the “FTC,” and the Antitrust Division of the Department of Justice, or the “DOJ,” and the applicable waiting period has expired or been terminated. The Company and Parent filed the notification and report forms under the HSR Act with the FTC and the DOJ on March 7, 2008, and the FTC granted early termination of the waiting period on March 17, 2008.

The merger also requires the approval of the European Commission pursuant to Council Regulation No. 139/2004/EC of the European Community, and the contribution of shares of our common stock to Parent by Getty Investments, as described above, requires the approval of the German Federal Cartel Office under the German Act Against Restraints of Competition (GWB). Parent filed for European Commission approval on March 28, 2008, and the European Commission granted approval on May 6, 2008. The Company and Getty Investments filed for German Federal Cartel Office approval on March 7, 2008, and the German Federal Cartel Office granted approval on April 4, 2008.

Material United States Federal Income Tax Consequences (page 64)

For U.S. federal income tax purposes, your receipt of cash in exchange for your shares of Company common stock in the merger generally will result in your recognizing gain or loss measured by the difference, if any, between the cash you receive in the merger and your tax basis in your shares of Company common stock. You should consult your tax advisor for a complete analysis of the effect of the merger on your U.S. federal, state, local and/or foreign taxes.

Restrictions on Solicitations of Other Offers and Change in Recommendation (page 93)

The Company has agreed to cease and terminate any previous discussions or negotiations with respect to any “takeover proposal” (as defined in “The Merger Agreement—Restrictions on Solicitations of Other Offers”); provided, however, that we were generally permitted to do the following until 11:59 p.m., Pacific Daylight Savings Time, on April 4, 2008:

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With the exception of the excluded party (and only until 11:59 p.m., Pacific Daylight Savings Time, on April 4, 2008, with respect to the excluded party), we generally have agreed not to:

In addition, we have agreed not to grant any waiver, amendment or release under any standstill agreement after the date of the merger agreement without the prior written consent of Parent.

If our board of directors receives a written takeover proposal from any person that our board of directors determines constitutes or could reasonably be expected to result in a “superior proposal” (as defined in “The Merger Agreement—Restrictions on Solicitations of Other Offers”) and determines in good faith that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties, then we generally may, prior to the receipt of the Company Stockholder Approval and the Special Stockholder Approval:

Our board of directors also may not (a) withdraw its recommendation that our stockholders adopt the merger agreement or (b) approve or recommend a takeover proposal to our stockholders, except our board may take such an action in certain circumstances after our board of directors has determined that a takeover proposal we receive constitutes a superior proposal and that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties or, other than in response to a takeover proposal, that a failure to take such action would be reasonably likely to be inconsistent with our board of directors’ fiduciary duties.

Conditions to the Completion of the Merger (page 103)

The completion of the merger is subject to, among other things, the following conditions:

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Termination of the Merger Agreement (page 104)

The Company and Parent may agree to terminate the merger agreement without completing the merger at any time, even after our stockholders have adopted the merger agreement. The merger agreement may also be terminated in certain other circumstances, including:

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Termination Fees and Expense Reimbursement (page 106)

If the merger agreement is terminated under certain circumstances:

Limitations on Remedies (page 108)

In no event will we be entitled to monetary damages from Parent or Merger Sub in excess of $78 million, including any payment by Parent of the termination fee described above, if applicable, for all losses and damages suffered as a result of the failure of the merger to be consummated or for any breach or failure to perform by Parent and Merger Sub under the merger agreement or otherwise. In addition, we cannot seek specific performance to require Parent and Merger Sub to complete the merger. Our exclusive remedy for the failure of Parent and Merger Sub to complete the merger is the $78 million termination fee described above.

Concurrently with the execution of the merger agreement, H&F Fund VI entered into a limited guarantee in our favor pursuant to which it irrevocably guaranteed Parent’s obligation in respect of the termination fee payable by Parent described above, up to a maximum amount of $78 million. The limited guarantee is our sole recourse against H&F Fund VI and its affiliates for any damages we may incur in connection with the merger agreement and the transactions contemplated by the merger agreement.

Appraisal Rights (page 110)

Under Delaware law, holders of our common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares of our common stock as determined by the Court of Chancery of the State of Delaware if the merger is completed, but only if they comply with all requirements of Delaware law for exercising appraisal rights (including Section 262 of the General Corporation Law of the State of Delaware, the text of which can be found in Annex C to this proxy statement), which are summarized in this proxy statement. This appraisal amount could be more than, the same as or less than the merger consideration. Any holder of our common stock intending to exercise appraisal rights must, among other things, submit a written demand for an appraisal to us prior to the vote on the adoption of the merger agreement at the special meeting and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights.

Market Price of the Company’s Common Stock (page 124)

The closing trading price of our common stock on the New York Stock Exchange on January 18, 2008, the last trading day prior to our public announcement that we were exploring strategic alternatives, was $21.94 per share. The merger consideration represents a premium of approximately 55% over the closing trading price on January 18, 2008. On May 21, 2008, which is the most recent practicable trading date prior to the date of this proxy statement, the closing trading price of our common stock was $33.28 per share.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder of Getty Images. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

The Merger and Related Transactions

See “Special Factors—Material United States Federal Income Tax Consequences” beginning on page 64 for a more detailed description of the U.S. tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and foreign taxes.

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The Special Meeting

You should read “Special Factors—Reasons for the Merger; Recommendation of our Board of Directors; Fairness of the Merger” beginning on page 35 for a discussion of the factors that our board of directors considered in deciding to recommend the adoption of the merger agreement. In addition, in considering the recommendation of our board of directors with respect to the merger agreement, you should be aware that some of the Company’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. See “Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 66.

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If you hold shares in “street name” through a broker, bank or other nominee, you may vote those shares in person at the meeting only if you obtain and bring with you a signed proxy from the necessary nominee giving you the right to vote the shares. To do this, you should contact your nominee.

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If you hold your shares in your name as a stockholder of record, then shortly after the merger is completed you will receive a letter of transmittal with instructions informing you how to send in your stock certificates to the paying agent in order to receive the merger consideration in respect of your shares of our common stock. You should use the letter of transmittal to exchange your stock certificates for the merger consideration which you are entitled to receive as a result of the merger. If you hold your shares in “street name” through a broker, bank or other nominee, then you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” shares in exchange for the merger consideration.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Brokers and dealers call: (212) 750-5834 (collect)

Stockholders and all others call toll free: (888) 750-5834

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SPECIAL FACTORS

Background of the Merger

Our board of directors and management regularly evaluate our business and operations, and in furtherance thereof periodically review and assess strategic alternatives available to enhance value to our stockholders. As part of this process, our board and management have regularly considered opportunities that could complement, enhance or expand our current business or products or that might otherwise offer growth opportunities for the Company. As a result, we have acquired a large number of smaller companies during the past several years. In addition, we have held discussions from time to time with certain third parties regarding potential strategic transactions.

As part of the Company’s continuing review of strategic alternatives and financial matters, at a meeting of our board of directors on June 6, 2007, our board authorized our senior management to provide certain information about the Company to Goldman Sachs to allow Goldman Sachs to prepare analyses regarding the Company and review potential strategic alternatives for the Company.

On June 21, 2007, at a meeting of our board of directors, our board authorized Goldman Sachs to perform a preliminary financial analysis of the Company and to assist the Company in reviewing potential strategic alternatives for the Company and to present such analysis to our board at a future meeting.

Our board of directors met on September 18, 2007. At this meeting, representatives of Weil, Gotshal & Manges LLP, which we refer to as “Weil Gotshal,” the Company’s outside legal advisors, made a presentation to our board related to our board’s fiduciary duties and other considerations in connection with our board’s evaluation of potential strategic alternatives.

Our board met again on September 19, 2007, during which meeting Goldman Sachs reviewed a preliminary financial analysis of the Company and discussed with our board the Company’s potential strategic alternatives, including maintaining the status quo, conducting a stock repurchase, undertaking a recapitalization or pursuing a sale of the Company. In connection with Goldman Sachs’ discussion related to a potential sale transaction, Goldman Sachs reviewed with our board a number of private equity sponsors that Goldman Sachs believed might be interested in pursuing a transaction with the Company, including, among others, Hellman & Friedman LLC, which we refer to as “H&F,” and three other private equity sponsors which we refer to as “Sponsor A,” “Sponsor B,” and “Sponsor C,” and a number of strategic parties, including, among others, two strategic parties which we refer to as “Strategic Party A” and “Strategic Party B,” that Goldman Sachs believed might be interested in pursuing a transaction with the Company. Our board discussed each of the alternatives and potentially interested private equity sponsors and strategic parties. After discussion with Goldman Sachs and Weil Gotshal and taking into account that our board had not yet determined which potential strategic alternative was in the best interests of our stockholders, our board authorized an exploratory process to gain additional insight into how third parties viewed the Company’s value. Our board believed this process would be helpful in connection with considering a number of potential strategic alternatives, including a potential sale of the Company, a repurchase by the Company of a portion of its outstanding shares and a potential leveraged recapitalization of the Company. Our board then authorized management, with the assistance of Goldman Sachs, to begin preparing materials related to the Company’s business and operations to present to our board and ultimately deliver to potential acquirors in connection with an exploratory process to determine general levels of interest in the Company and preliminary views on valuation. Our board discussed the potential business risks associated with sharing confidential information with strategic parties if they were included in the exploratory process, as well as the fact that strategic parties generally would require less time to conduct due diligence on the Company due to their broad familiarity with the digital media business. As a result of these discussions, our board determined that only selected private equity sponsors would be included in the exploratory process and that the board would revisit whether to include strategic parties if it became clearer that pursuing a sale of the Company was in the best interests of our stockholders.

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In addition, our board established the following procedures in connection with the proposed evaluation of strategic alternatives:

During the remainder of September 2007 and the first half of October 2007, our management, with the assistance of Goldman Sachs, began preparing materials, including financial forecasts, related to the Company’s business and operations to present to our board and ultimately deliver to the potential acquirors.

On October 8, 2007, the Company received an unsolicited, written inquiry from one of the Company’s stockholders, which we refer to as “Stockholder A,” regarding an analysis of the Company prepared by Stockholder A and its advisors which Stockholder A desired to present to the Company. Stockholder A requested that the Company enter into a confidentiality agreement with it in order to obtain its analysis, but did not propose any valuation of the Company or potential transaction between Stockholder A and the Company.

Our board met on October 10, 2007, during which meeting Goldman Sachs provided an update on the exploratory process. Our board discussed approaching sponsors, including the initial information to be provided and the agenda for the meetings between the sponsors and the Company’s management. At the meeting, Mr. Getty expressed a desire for Getty Investments to receive the information related to the Company that would be provided to the sponsors in connection with the exploratory process so that Getty Investments would be able to make an informed decision in connection with any future discussions with sponsors related to the option Getty Investments holds with respect to the “Getty Images” name and trademarks and if any of the sponsors were to ask Getty Investments to roll over its equity interests in connection with a sale of the Company. The Independent Directors determined that it would not be appropriate at such time to provide Getty Investments with such

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information, but agreed and acknowledged that this issue would need to be revisited if our board decided to continue its review of a potential transaction beyond the exploratory process. In addition, the Independent Directors directed Goldman Sachs and the Company to approach H&F, Sponsor A, Sponsor B and Sponsor C to initiate discussions regarding the exploratory process. During the early stages of the exploratory process, the Independent Directors desired to limit the number of participants to reduce the risk of disclosure and to minimize distraction to the Company’s management. To that end, the Independent Directors selected H&F, Sponsor A, Sponsor B and Sponsor C based on their previous expressions of interest to Goldman Sachs, their investment experience in media or other businesses similar to the Company, the equity believed to be available in their funds and industry expertise within each such firm. The Independent Directors also determined not to include Stockholder A in the exploratory process. Based on information available to the Independent Directors regarding Stockholder A’s available capital and its investment strategy and current investments, the Independent Directors did not believe that Stockholder A had the equity necessary to purchase the Company or extensive experience purchasing publicly held companies. The Independent Directors directed management of the Company to refrain from disclosing to Stockholder A that the Company was engaged in an evaluation of strategic alternatives.

Between October 12, 2007 and October 16, 2007, Goldman Sachs contacted representatives of each of Sponsor A, Sponsor B, Sponsor C and H&F to invite them to participate in the exploratory process if they had sufficient interest. Goldman Sachs informed them of the procedures the board had established for the process, including the restrictions on contacting any members of the Company’s management, Mark Getty or Getty Investments, and that the exploratory process was part of the Company’s continuing review of strategic alternatives and no decision had been made with respect to any course of action. Each of H&F, Sponsor A, Sponsor B and Sponsor C indicated that it was interested in taking part in the exploratory process.

Between October 18, 2007 and October 22, 2007, the Company entered into confidentiality agreements with each of Sponsor A, Sponsor B, Sponsor C and H&F so that the Company could share certain non-public information in connection with the potential transaction and the sponsors could begin due diligence on the Company. The confidentiality agreements entered into between the Company and each of the sponsors were in substantially the same form and restricted the sponsors from (a) contacting any officer, director, employee or affiliate of the Company, including Mr. Getty and Getty Investments, and (b) entering into or establishing with any financing source any exclusive, lock-up or similar agreement, arrangement or understanding that could reasonably be expected to prevent such financing source from providing or seeking to provide financing to any third party in connection with a transaction related to the Company. Each such confidentiality agreement also contained customary standstill and non-solicitation provisions. In addition, in light of the significant concerns raised by members of our board regarding the confidentiality of the exploratory process, none of the confidentiality agreements permitted the sponsors, without the prior written consent of the Company, to engage any outside advisors, including legal and financial advisors, or financing sources in connection with their consideration of the transaction.

As part of the exploratory process, between October 23, 2007 and October 30, 2007, representatives of the Company and Goldman Sachs met with each of Sponsor A, Sponsor B, Sponsor C and H&F. During these meetings, representatives of the Company made substantially similar presentations about the Company, including its recent business results and financial performance, financial forecasts, existing financial condition, strategic plans and prospects.

During the initial stages of the exploratory process, certain Independent Directors, Goldman Sachs and Weil Gotshal discussed the advisability of adding to the exploratory process an additional sponsor, which we refer to as “Sponsor D,” that had previously, but informally, indicated interest to Goldman Sachs regarding a potential transaction with the Company. The Independent Directors determined to add Sponsor D to the exploratory process based on their view that Sponsor D had the equity necessary to independently purchase the Company and was familiar with our industry.

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Goldman Sachs contacted Sponsor D on October 31, 2007 to invite Sponsor D to participate in the exploratory process if it had sufficient interest. Goldman Sachs informed Sponsor D of the procedures the board had established for the process and that the exploratory process was part of the Company’s continuing review of strategic alternatives and no decision had been made with respect to any course of action. Sponsor D indicated that it was interested in taking part in the exploratory process.

On November 1, 2007, representatives of the Company and Goldman Sachs met with Sponsor D and representatives of the Company presented substantially the same information about the Company as had previously been provided to Sponsor A, Sponsor B, Sponsor C and H&F. The Company and Sponsor D entered into a confidentiality agreement, which was in substantially the same form as the confidentiality agreements executed by Sponsor A, Sponsor B, Sponsor C and H&F so that the Company could share certain non-public information in connection with the potential transaction and Sponsor D could begin due diligence on the Company.

During the month of November, representatives of the Company and Goldman Sachs conducted further meetings with Sponsor A, Sponsor B, Sponsor C, Sponsor D and H&F in connection with their due diligence reviews of the Company. During this period, representatives of the sponsors made periodic requests to Goldman Sachs with respect to engaging financing sources and Goldman Sachs reiterated that, due to confidentiality concerns, our board would not permit contacting financing sources during the exploratory process.

At a board meeting held on November 6, 2007, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs, a representative of Goldman Sachs provided an update for our board on the exploratory process to date. Among other things, the representative of Goldman Sachs provided an overview of the meetings with the sponsors, each of which expressed interest in pursuing a transaction with the Company, and the primary diligence questions about the Company and its business that had arisen during the exploratory process to date. Following this initial discussion, our board determined to meet again during the week of November 26 to receive an updated report regarding the exploratory process and to allow the Independent Directors to decide at that time whether the Company’s review of strategic alternatives should proceed beyond the exploratory process. After the board meeting was adjourned, the Independent Directors convened an executive session, which meeting was attended by representatives of Weil Gotshal and Goldman Sachs. The Independent Directors then directed Goldman Sachs to prepare and deliver to each of H&F, Sponsor A, Sponsor B, Sponsor C and Sponsor D a letter requesting that it submit to Goldman Sachs by November 26, 2007 a preliminary indication of interest for a potential acquisition of the Company, including an indicative price per share.

On November 12, 2007, the Company entered into an engagement letter with Goldman Sachs confirming the arrangements under which Goldman Sachs was engaged by the Company as financial advisor in connection with its exploration of strategic alternatives.

On November 14, 2007, Goldman Sachs sent to H&F, Sponsor A, Sponsor B, Sponsor C and Sponsor D a letter regarding the next steps in the exploratory process and the request that each submit to Goldman Sachs preliminary indications of interest by November 26, 2007.

On November 18, 2007, Goldman Sachs told each of H&F, Sponsor A, Sponsor B, Sponsor C and Sponsor D that it should assume, for purposes of formulating its indication of interest, that it would be able to leverage the acquisition at five times (5x) the Company’s estimated calendar year 2007 earnings before interest, income tax, and depreciation and amortization expense, as adjusted for acquisitions and other non-recurring events, which we refer to as “CY2007E Adjusted EBITDA.” The leverage assumption for the indications of interest was arrived at by Goldman Sachs and the Independent Directors based on discussions with Goldman Sachs’ leveraged finance group, then current market conditions, longer term assumptions about market conditions and an understanding of the Company’s business. Goldman Sachs also provided illustrative cost of debt terms that the sponsors should assume for purposes of their indications of interest. Goldman Sachs indicated

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to the sponsors that they were being requested to use these assumptions only so that the board of directors would have an equal basis for comparing their indications of interest and that it did not constitute the amount of debt financing or terms for such financing that the sponsors would be expected to obtain in connection with any potential transaction. Goldman Sachs also indicated that it was not proposing to provide any financing for a potential transaction with the Company.

On November 26, 2007, each of H&F, Sponsor A, Sponsor B, Sponsor C and Sponsor D submitted a preliminary, non-binding, written indication of interest to acquire the Company in a 100% cash transaction, in each case based on the leverage level and cost of debt assumptions previously provided by Goldman Sachs. H&F proposed a price of between $37.00 and $40.00 per share, Sponsor A proposed a price of $45.00 per share, Sponsor B proposed a price of between $37.00 and $40.00 per share, Sponsor C proposed a price of $40.00 per share and Sponsor D proposed a price of between $38.00 and $40.00 per share.

On November 28, 2007, our board convened a meeting to review the status of the exploratory process and to review the indications of interest submitted by H&F, Sponsor A, Sponsor B, Sponsor C and Sponsor D, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. Representatives of Goldman Sachs reported to our board that each of the sponsors participating in the exploratory process expressed a desire to move to the next phase of the process if our board decided to proceed with a potential sale of the Company. Representatives of Goldman Sachs then summarized the indications of interest submitted by each of the sponsors and discussed Goldman Sachs’ perceptions regarding the strengths and weaknesses of the respective indications of interest. A representative of Goldman Sachs then described potential next steps in the process and a potential timeline in the event that the Independent Directors decided to move beyond the exploratory process. Our board then discussed the merit of having Goldman Sachs contact certain of the sponsors at the lower end of the valuation range to determine whether they would be willing to increase the price set forth in their indications of interest. Our board also discussed the benefits and risks of involving one or more additional sponsors, as well as the benefits and risks of approaching potential strategic buyers, to discuss interest in the Company in the event the Independent Directors determined to move beyond the exploratory process. A representative of Goldman Sachs noted that Goldman Sachs’ views on the most likely strategic buyers to be interested in the Company, including Strategic Party A and Strategic Party B, remained the same as those discussed at the meeting of our board on September 19, 2007, and recommended that any contact with potential strategic buyers be deferred until later in the process when our board had additional information about the private equity sponsors’ level of interest and value indications and made a decision to pursue a sale of the Company. In addition, our board expressed a desire to delay contacting Strategic Party A and Strategic Party B until later in the process due to confidentiality concerns, competitive sensitivities and a desire by our board to maintain control of the process.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. After extensive discussion, the Independent Directors determined not to include any strategic buyers in the process at that time due to confidentiality concerns and the potential distraction to our business if information regarding a potential sale became public, as well as the potential business risks associated with the sharing of confidential information with strategic parties in connection with any due diligence review of the Company, as well as the fact that strategic parties generally would require less time to conduct due diligence on the Company due to their broad familiarity with the digital media business. The Independent Directors also determined, however, that selected strategic buyers should be given the opportunity to participate in the process in the future if the Company were to continue its consideration of a potential sale transaction.

The representatives of Goldman Sachs left the meeting, and representatives of Weil Gotshal discussed the fiduciary duties of the Independent Directors in connection with the decision to move beyond the exploratory process. The Independent Directors and representatives of Weil Gotshal then discussed any potential or perceived conflicts the Independent Directors may have in connection with such a decision. They discussed that Mr. Garb had previously served as a director of Getty Investments and was counsel to a law firm (and previously a partner

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in that firm) that has provided services to certain Getty family trusts of which Mr. Getty is a beneficiary, for which the firm received less than $50,000 of revenue in 2007. They also discussed that Mr. Bailey’s investment consulting firm has provided services to certain Getty family trusts, for which the firm received less than 1.2% of its total revenue in 2007. Each of Messrs. Garb and Bailey indicated that he could evaluate strategic alternatives for the Company on an independent basis. After receiving advice from the representatives of Weil Gotshal and in light of the de minimis nature of the relationship between Messrs. Garb’s and Bailey’s respective firms and the trusts, the statements by each of Messrs. Garb and Bailey that he could evaluate strategic alternatives for the Company on an independent basis, and the experience of each of Messrs. Garb and Bailey as directors of the Company and its predecessor since 1996 and their resulting knowledge of the Company, the Independent Directors determined that it would be beneficial and in the best interests of the Company for Messrs. Garb and Bailey to continue to participate in deliberations of the Independent Directors regarding potential strategic alternatives but that, in order to avoid even the appearance of any conflict of interest, Messrs. Garb and Bailey would abstain from any decision-making related to the process going forward, and that Messrs. Spoon, Sporborg and Stein, whom we refer to as the “Voting Independent Directors,” would make all future decisions regarding the evaluation of the strategic alternatives process, the parties who would be invited to participate in the process and the ultimate recommendation with respect to whether the Company should pursue any of the strategic alternatives being considered, including maintaining the status quo, conducting a stock repurchase, undertaking a recapitalization, or pursuing a sale transaction. At the time the Voting Independent Directors were designated, our board and the Company believed (and continue to believe) that the shareholder derivative actions relating to the Company’s stock option grant practices, which are described in “Litigation Related to the Merger,” were without merit. Moreover, the shareholder derivative actions do not allege that either Mr. Spoon or Mr. Stein engaged in any wrongdoing. Although Mr. Sporborg is alleged to have participated in the granting and receipt of allegedly backdated stock options, his potential liability, if proven, would not be material relative to his overall financial condition. The Voting Independent Directors then determined that each of the Voting Independent Directors would be a point of contact for Goldman Sachs and Weil Gotshal going forward, unless they determined at a later date it was necessary or appropriate to appoint one of them as the lead director for the remainder of the process.

The Independent Directors then discussed potential disadvantages with continuing the consideration of a sale transaction, such as the continued deterioration of the credit markets, the resulting difficulty private equity sponsors potentially would face in financing a transaction with the Company and the potentially significant distraction to our business if information regarding a potential sale became public. The Independent Directors also discussed the advantages to the Company and the stockholders of proceeding beyond the exploratory process, including the possibility of achieving a substantial premium to the current share price for the stockholders. After discussing all of these considerations as well as maintaining the status quo, conducting a stock repurchase and undertaking a recapitalization, the Voting Independent Directors determined to continue the Company’s consideration of a sale transaction and the other strategic alternatives and to move beyond the exploratory process with respect to a sale transaction. The Voting Independent Directors also determined that it would now be appropriate for the Company to agree to Mr. Getty’s prior request that the Company provide Getty Investments with the same information related to the Company and its business and operations that had been provided to the sponsors involved in the exploratory process, subject to the execution of a confidentiality agreement between the Company and Getty Investments and subject to Getty Investments’ continuing to be prohibited from communicating with any potential acquirors involved in the strategic alternatives process.

On November 30, 2007, in response to an additional request by Stockholder A to share the results of an analysis regarding the Company’s business that had been prepared by Stockholder A and its advisors, the Company and Stockholder A entered into a confidentiality agreement, which agreement contained a standstill and non-solicit provision similar to that contained in the confidentiality agreements entered into with sponsors involved in the exploratory process. After the confidentiality agreement was executed, Stockholder A shared a copy of the analysis with the Company, which did not include any valuation of the Company. Stockholder A did not mention any interest in a possible transaction with the Company. Based on the prior determination of the

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Independent Directors, Stockholder A was not informed of the strategic alternatives process in which the Company was engaged.

Though the exploratory process had been kept confidential by the Company and its advisors, during the months of November and December, Goldman Sachs had received unsolicited inquiries from several additional private equity sponsors who expressed interest in evaluating a transaction with the Company, including inquiries from private equity sponsors that we refer to as “Sponsor E,” “Sponsor F” and “Sponsor G.” Following the November 28, 2007 board meeting and after subsequent discussions between representatives of Goldman Sachs and the sponsors and between representatives of Goldman Sachs and one of our Voting Independent Directors, such Voting Independent Director directed Goldman Sachs to eliminate Sponsor D from the process based on its perceived lack of enthusiasm about the Company relative to the other sponsors that had submitted proposals, and to invite Sponsor E, Sponsor F and Sponsor G to participate in the Company’s strategic alternatives process. While Sponsor D had submitted an indication of interest comparable to, and in some cases higher than, the other initial sponsors, Sponsor D did not exhibit the same level of preparation or knowledge of or interest in the Company’s business as the other sponsors.

On December 7, 2007, Goldman Sachs informed Sponsor D that it would no longer be included in the Company’s process of exploring strategic alternatives. On the same day, Goldman Sachs contacted each of Sponsors E, F and G to notify them that they were invited to participate in the process being undertaken by the Company. In each case, Goldman Sachs informed these sponsors of the procedures the board had established for the process and that the process was part of the Company’s continuing review of strategic alternatives and no decision had been made with respect to any course of action. Each of the sponsors accepted the invitation.

On December 10, 2007, the Company and each of Sponsor E, Sponsor F and Sponsor G entered into confidentiality agreements in substantially the same form as the confidentiality agreements signed by Sponsor A, Sponsor B, Sponsor C, Sponsor D and H&F so that the Company could share certain non-public information in connection with the potential transaction and Sponsor E, Sponsor F and Sponsor G could begin due diligence on the Company.

Beginning on December 10, 2007, the Company and a number of the sponsors participating in the process, including H&F, entered into a number of amendments to their respective confidentiality agreements pursuant to which such sponsors were permitted to engage certain advisors and potential financing sources, which were previously prohibited under their respective confidentiality agreements, to help them evaluate the Company and a potential transaction.

On December 12, 2007, Stockholder A indicated to Goldman Sachs that it was interested in a potential transaction with the Company and would be interested in participating in any process that might be ongoing. In light of the Independent Directors’ prior determination regarding Stockholder A, Goldman Sachs did not inform Stockholder A that the Company was engaged in a process of evaluating strategic alternatives, but indicated to Stockholder A that it would be contacted if it was later determined to involve Stockholder A in such a process.

On December 17, 2007, the Company and Getty Investments entered into a confidentiality agreement so that the Company could provide Getty Investments and certain of its advisors with information related to the Company and its business and operations during the strategic alternatives process, including the information that had previously been provided to the sponsors involved in the exploratory process. The confidentiality agreement contained a standstill provision similar to that contained in the other confidentiality agreements that had been entered into between the Company and the sponsors. Weil Gotshal advised representatives of Getty Investments that they would not be permitted to communicate with any potential acquirors in relation to Getty Investments’ rights with respect to the “Getty Images” name and trademarks or with respect to a rollover of its shares until later in the process, and then only if the Voting Independent Directors determined to pursue a sale of the Company.

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During the first half of the month of December 2007, the Company’s management continued to refine its projections and operating budget for 2008. Based on their analysis, Mr. Klein and other senior members of management determined that it was appropriate to amend the Company’s financial forecasts that had previously been provided to the sponsors to increase projected revenues and associated costs for 2008 to be consistent with the projections and 2008 operating budget, which also resulted in an increase in projected revenues and associated costs for 2009-2012. The revised financial forecasts, which we refer to in this proxy statement as the “Management Projections,” were made available to our board of directors and Goldman Sachs. In addition, portions of the Management Projections were also made available to H&F, Sponsor A, Sponsor B and Sponsor C on December 19, 2007 and were also made available to Sponsor E and Sponsor F after they submitted their initial indications of interest and were invited to continue to participate in the process, as discussed below. See “—Certain Projections.”

On December 21, 2007, Goldman Sachs requested that each of Sponsor E, Sponsor F and Sponsor G provide an indication of interest, including an indicative price per share. Goldman Sachs had previously requested that each of these sponsors assume the same level of debt financing (five times (5x) the CY2007E Adjusted EBITDA) and illustrative cost of debt terms for its indication of interest that H&F, Sponsor A, Sponsor B, Sponsor C and Sponsor D had been requested to use in connection with their initial indications of interest. Goldman Sachs had also indicated to the sponsors that they were being requested to use these assumptions only so that the board of directors would have an equal basis for comparing their indications of interest and that it did not constitute the amount of debt financing or terms for such financing that the sponsors would be expected to obtain in connection with any potential transaction. Goldman Sachs also indicated that it was not proposing to provide any financing for a potential transaction with the Company. Sponsor E orally proposed a price of between $36.00 and $40.00 per share, Sponsor F orally proposed a price of between $38.00 and $40.00 per share and Sponsor G orally proposed a price of between $35.00 and $38.00 per share.

On December 21, 2007, our board convened a telephonic meeting to review the status of the process and the indications of interest orally proposed by Sponsor E, Sponsor F and Sponsor G, which meeting was attended by representatives of Weil Gotshal and Goldman Sachs and portions of which were attended by management. A representative of Goldman Sachs provided our board with an overview of ongoing due diligence reviews being conducted by H&F, Sponsor A, Sponsor B and Sponsor C. The representative of Goldman Sachs then discussed whether the board desired that Goldman Sachs or another financial institution offer acquisition financing, which is often referred to as “stapled financing.” The representative of Goldman Sachs noted that due to the then current state of the credit markets, however, it would be difficult to finalize terms for stapled financing and that Goldman Sachs’ recommendation was to postpone any discussion of stapled financing availability and terms. From time to time during subsequent board meetings and executive sessions, the issue of stapled financing was discussed, but at no time did our board ever request that Goldman Sachs or any other financial institution provide, or seek internal authorization to provide, stapled financing; nor did Goldman Sachs or any other financial institution at any time offer to provide stapled financing. The representative of Goldman Sachs then discussed the three new sponsors that had been added to the process – Sponsor E, Sponsor F and Sponsor G – and summarized the oral indications of interest communicated to Goldman Sachs by each such sponsor. Our board and representatives of Goldman Sachs then discussed whether Goldman Sachs should contact potential strategic buyers with respect to a potential transaction.

The Independent Directors then met in executive session and discussed the prior removal of Sponsor D from the process and the prior admission of Sponsor E, Sponsor F and Sponsor G to the process. The Voting Independent Directors ratified the removal of Sponsor D and the admission of Sponsor E, Sponsor F and Sponsor G to the process and determined to eliminate Sponsor G from the process because its indication of interest contained the lowest valuation range relative to the other sponsors involved in the process and because of the perceived lack of enthusiasm of Sponsor G about the Company relative to the other sponsors that had submitted indications of interest. As was the case with Sponsor D, Sponsor G did not exhibit the same level of preparation or knowledge of or interest in the Company’s business as the other sponsors. The Voting Independent Directors then asked Goldman Sachs to request Sponsor E and Sponsor F to provide their indications of interest

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in written form. The Independent Directors then revisited whether Goldman Sachs should contact potential strategic buyers with respect to a potential transaction. In light of the potential business risks associated with the sharing of confidential information with strategic parties, as well as the fact that the strategic parties most likely to be interested in acquiring the Company generally would require less time to conduct due diligence on the Company due to their familiarity with the digital media business, the Voting Independent Directors determined not to contact potential strategic buyers at that point in the strategic alternatives process.

After the meeting on December 21, 2007, Goldman Sachs informed Sponsor G that it would no longer be included in the exploratory process. Goldman Sachs also requested that Sponsor E and Sponsor F submit written indications of interest. Later that day, Goldman Sachs received a preliminary written, non-binding indication of interest from Sponsor E, which contained a revised proposed price of between $39.00 and $41.00 per share.

On December 23, 2007, Goldman Sachs received a preliminary written, non-binding indication of interest from Sponsor F that reaffirmed its orally proposed price of between $38.00 and $40.00 per share.

During the month of January, the Company’s management and Goldman Sachs met with H&F and Sponsor A, Sponsor B, Sponsor C, Sponsor E and Sponsor F to discuss due diligence matters with respect to the Company. Also during this period, the Company’s management and Goldman Sachs met with potential financing sources for the various sponsors.

On January 8, 2008, a meeting of our board was convened, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. During the meeting, a representative of Goldman Sachs provided our board with an update on the process. The representative also noted that it was becoming increasingly more difficult to obtain debt financing for acquisitions but that Goldman Sachs did not perceive any changes in the interest among the remaining private equity sponsors in continuing to pursue an acquisition of the Company. Goldman Sachs also discussed the possibility of delaying or terminating the process in light of market conditions.

The board of directors and representatives of Goldman Sachs then discussed the six remaining sponsors – H&F, Sponsor A, Sponsor B, Sponsor C, Sponsor E and Sponsor F – evaluating the Company. A representative of Goldman Sachs noted that all six sponsors had requested additional time to finalize their debt financing arrangements before being required to submit their bids. The representative of Goldman Sachs then discussed a potential timetable with regard to a request for bids from the sponsors regarding a potential transaction. Our board and representatives of Goldman Sachs then discussed the timing of when Goldman Sachs should contact potential strategic buyers, specifically Strategic Party A and Strategic Party B.

Our board, without Mark Getty present, then discussed the involvement of Getty Investments in the potential transaction and the issues surrounding Getty Investments’ contractual right to acquire the “Getty Images” name and trademarks upon a change of control. Our board then directed Goldman Sachs to follow up with the sponsors to determine whether the sponsors viewed the Company’s name as a critical component of the transaction, whether they would pursue a transaction with the Company with or without Getty Investments participating in such transaction, and, if Getty Investments were to participate in such a transaction, the general terms of such participation.

The Independent Directors then met in executive session along with representatives of Weil Gotshal and Goldman Sachs. The Voting Independent Directors determined that, as an initial step, the Company’s advisors should engage Getty Investments’ advisors in preliminary discussions to understand Getty Investments’ expectations, if any, with respect to a potential transaction. The Independent Directors then discussed the possibility of approaching Strategic Party A and Strategic Party B to determine their interest in a potential transaction. After discussion, the Voting Independent Directors directed Goldman Sachs to contact Strategic Party A and Strategic Party B during the week of January 14, 2008. The Independent Directors and Goldman Sachs then discussed the decline in, and volatility of, the Company’s stock price and the volatility and continued

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deterioration in the debt financing markets since the exploratory process commenced, and the possible impact of such volatility on the value of bids that might be received if the Voting Independent Directors were to authorize the sponsors to submit bids to acquire the Company. The Independent Directors and Goldman Sachs also discussed the possibility of delaying or terminating the process in light of the conditions in the debt financing markets. While the sponsors had requested additional time to finalize their debt financing arrangements, the Independent Directors were informed that all of the remaining sponsors were actively engaged with financing sources and, in some cases, were making progress on their financing commitments. While it was possible that conditions in the financing markets could improve if the process were delayed, because it was also possible that conditions could further deteriorate, a delay could jeopardize the momentum with the sponsors and make it difficult to restart the process. The Independent Directors were also informed that the sponsors and their advisors were continuing their due diligence and remained enthusiastic about the opportunity to acquire the Company. After this discussion, the Voting Independent Directors determined that continuing the process remained in the best interests of the Company’s stockholders.

Our board then reconvened, without representatives of Goldman Sachs present, and Weil Gotshal then discussed certain significant issues in connection with the preparation of a merger agreement if the Voting Independent Directors were to determine to request bids. The Voting Independent Directors determined that the agreement should include, among other things, (a) a “go shop” provision that would permit the Company to actively solicit alternative transactions for a limited period of time after the signing of the agreement (including providing for a lower termination fee in the event our board determined to terminate the agreement to enter into an alternative transaction with a party that made a proposal prior to the end of this limited period), (b) a termination fee payable by the acquiror if it failed to complete the transaction under certain circumstances and (c) the ability of the Company to seek specific performance. Our board then discussed Mr. Klein’s desire to obtain independent counsel for himself and for management of the Company generally.

The Independent Directors then met in executive session along with representatives of Weil Gotshal to discuss Mr. Klein’s request. The Voting Independent Directors concluded that representation of each of Mr. Klein and management by separate counsel at the Company’s expense was consistent with the best interests of the Company’s stockholders in that it would make the sales process more efficient and permit them to be well prepared to quickly address any issues with respect to management arrangements to the extent they arose later in the process, which were anticipated to be an important aspect of any potential sale transaction. As a result, the Voting Independent Directors authorized the Company to reimburse the fees and expenses of separate counsel representing each of Mr. Klein and management if a sale transaction was actually pursued. The Voting Independent Directors also authorized the Company to provide Mr. Klein’s counsel with certain requested materials regarding the process.

On January 10, 2008, members of management and representatives from Goldman Sachs met with representatives (excluding Mark Getty) of Getty Investments to discuss the business and operations of the Company.

Between January 10, 2008 and January 18, 2008, Goldman Sachs contacted H&F, Sponsor A, Sponsor B, Sponsor C, Sponsor E and Sponsor F to discuss their expectations with respect to Getty Investments, including whether they expected the Company would be permitted to continue to use the “Getty Images” name and trademarks after any potential transaction and whether a rollover by Getty Investments was a requirement for any sponsor. During the call between H&F and Goldman Sachs, H&F indicated that it expected the Company would be able to continue to use the “Getty Images” name and trademarks and that, in light of Mr. Getty’s significant knowledge with respect to the Company and the industry in which it operates, it would be willing to consider a rollover investment by Getty Investments but would also be prepared to acquire the Company without such a rollover. In addition, H&F indicated to Goldman Sachs that, prior to entering into any definitive agreement with the Company, H&F would need to be able to have conversations with Jonathan Klein regarding the terms of his employment and a continuing investment by him in the Company, although reaching a final agreement with him on these terms would not be required by H&F. The results of these conversations with H&F and the other

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sponsors, who had conveyed substantially similar views to Goldman Sachs regarding their expectations with respect to Getty Investments, were subsequently shared by Goldman Sachs with the Independent Directors but were not communicated to Getty Investments or Jonathan Klein.

On January 14, 2008, Goldman Sachs contacted each of Strategic Party A and Strategic Party B regarding a potential transaction with the Company.

On January 21, 2008, the New York Times published an article stating that the Company had put itself on the market and could sell for more than $1.5 billion. Later that day, our board convened a meeting, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Goldman Sachs stated that the remaining sponsors and their potential lenders had completed most of their due diligence and that the bid process letter and merger agreement prepared by Weil Gotshal and previously discussed with the Independent Directors were ready to be distributed to the sponsors. The representative of Goldman Sachs also reported that the remaining sponsors were continuing to have conversations with their potential lenders. The representative further noted that, with respect to those sponsors that had received indications from potential lenders regarding the amount of debt financing they potentially would be able to provide in connection with an acquisition of the Company, such sponsors had indicated that the available leverage would be less than the 5x CY2007E Adjusted EBITDA that the board had previously requested the sponsors assume for purposes of their indications of interest and that this lower level of debt financing could adversely impact the price the sponsors would propose to pay. A representative of Goldman Sachs then updated our board regarding conversations Goldman Sachs had with Strategic Party A and Strategic Party B. The representative stated that Strategic Party B indicated it was not interested in considering a transaction with the Company and Strategic Party A was continuing to discuss internally its interest in a possible transaction with the Company and would contact Goldman Sachs if it had interest in further evaluating the opportunity. A representative of Goldman Sachs then discussed potential next steps in light of the continued deterioration in the global financial markets and stated that the Company could either terminate the process, put the process on hold and delay the bid date or move forward with the process and request bids on or about February 4.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. After extensive discussion, the Voting Independent Directors resolved to continue the process on the previously contemplated timeline and request the sponsors to deliver final bids on or about February 4, 2008. In light of the New York Times article, the Voting Independent Directors also authorized the Company to issue a press release announcing that the board was exploring strategic alternatives.

On January 22, 2008, the Company publicly confirmed that our board was exploring strategic alternatives to enhance stockholder value. The closing trading price of our common stock on January 18, 2008, the last trading date prior to the publication of the New York Times article, was $21.94, and the closing trading price on January 22, 2008, the first trading day after publication, was $24.75.

Later on January 22, 2008, Goldman Sachs sent letters to each of H&F, Sponsor A, Sponsor B, Sponsor C, Sponsor E and Sponsor F outlining the next stage of the process, which required the bidders to submit any comments in the form of a mark-up to an enclosed merger agreement and limited guarantee of the sponsor by January 30, 2008 and to submit a definitive proposal, including the exact price per share and financing commitments, by February 4, 2008.

Also on January 22, 2008, Goldman Sachs received inquiries from numerous financial parties and several strategic parties, including a strategic party, which we refer to as “Strategic Party C.”

On January 23, 2008, a representative of Strategic Party C contacted Mr. Getty to indicate its interest in pursuing a potential transaction with the Company. Mr. Getty informed Strategic Party C that it should contact Goldman Sachs to discuss any potential transaction involving the Company.

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On January 30, 2008, after discussions between Goldman Sachs and one of the Voting Independent Directors, such Voting Independent Director directed Goldman Sachs to contact Strategic Party C to invite it into the process. Goldman Sachs proceeded to have a number of conversations over the next several days with Strategic Party C regarding the signing of a confidentiality agreement with the Company.

Also on January 30, 2008, consistent with the bid instructions, H&F’s outside legal counsel, Simpson Thacher & Bartlett LLP, which we refer to as “Simpson Thacher,” delivered a mark-up of the merger agreement and limited guarantee reflecting H&F’s comments to the drafts distributed on January 22, 2008. None of the other sponsors submitted a mark-up of the merger agreement or limited guarantee on January 30, 2008 or any time thereafter.

On January 31, 2008, Goldman Sachs received an unsolicited, written, non-binding, preliminary indication of interest from a private equity sponsor, which we refer to as “Sponsor H,” to acquire the Company for $1.64 billion (which was equivalent to approximately $26.92 per share, based on the Company’s capitalization at the time). Sponsor H indicated that it had not conducted any due diligence and that it did not have financing with respect to its indication of interest.

On February 1, 2008, our board convened a meeting which was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Goldman Sachs informed our board that each of Sponsor A and Sponsor F had notified Goldman Sachs that it was no longer interested in participating in the process due to its concerns about the growth prospects for certain areas of the Company’s business, the fact that it was unlikely to secure fully committed financing based on then current market conditions and its unwillingness to submit a bid at a level it would expect the Independent Directors to find attractive. The representative also stated that Goldman Sachs had received numerous inquiries from private equity sponsors, potential financing sources and strategic parties since the Company’s strategic alternatives process had been made public. The representative of Goldman Sachs also informed our board of the indication of interest it had received from Strategic Party C. At the request of our board, Mr. Klein then reviewed with our board and Goldman Sachs the Management Projections and developments that had occurred since their initial preparation by management. See “—Certain Projections.” While he indicated that management continued to have confidence in the Management Projections and did not believe there was any need to produce revised forecasts, management believed it would be appropriate for the Independent Directors, in connection with evaluating the strategic alternatives available to the Company, to consider additional risks related to achieving the Company’s forecasted results in the Management Projections that had arisen since their initial preparation. Our board then discussed whether Goldman Sachs should run sensitivity analyses on the Management Projections to reflect potential downward adjustments in some of the assumptions that had previously been used in preparing the Management Projections. Our board next discussed the unsolicited indication of interest for the Company from Sponsor H that was delivered to Goldman Sachs on January 31.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. The Independent Directors then discussed the various parties that had contacted the Company and Goldman Sachs since the January 21, 2008 article in the New York Times and whether any of these parties should be invited to participate in the Company’s strategic alternatives process. With the assistance of Goldman Sachs, the Independent Directors considered the various parties in terms of a variety of attributes, including, among others, industry expertise, ability to finance an acquisition of the Company and readiness to enter into a transaction promptly. After further discussion, the Voting Independent Directors determined that, other than Strategic Party C, none of these new parties would be added to the strategic alternatives process. The Voting Independent Directors then authorized entering into a confidentiality agreement with Strategic Party C so that it could conduct due diligence on the Company. The Independent Directors and representatives of Goldman Sachs then discussed the potential preparation of sensitivity analyses with respect to the Management Projections. After this discussion, the Voting Independent Directors authorized Goldman Sachs to prepare a number of potential sensitivity analyses for discussion by the Independent Directors at their next

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meeting. The Independent Directors then discussed the proposal by Sponsor H, including the low indicated valuation of the Company, the lack of financing and our board’s lack of confidence in Sponsor H’s experience with businesses similar to the Company. The Voting Independent Directors then determined that Sponsor H would not be invited to participate in the Company’s strategic alternatives process.

During the Company’s strategic review process, Goldman Sachs and the Company were contacted by 36 other private equity firms and strategic buyers who inquired about a transaction involving the Company or the possibility of participating in the strategic review process. Each party was considered in terms of a variety of attributes, including, among others, industry expertise, ability to finance an acquisition of the Company and readiness to enter into a transaction promptly. None of the parties who contacted Goldman Sachs or the Company submitted a bona fide proposal or offer to purchase the Company or to engage in any other transaction with the Company.

On February 4, 2008, H&F submitted a bid to acquire all outstanding shares of the Company for $32.75 per share and included debt commitment letters from three lenders. Sponsor C submitted a bid to acquire all outstanding shares of the Company for $30.00 per share, although it did not deliver any commitment letters for debt financing. Sponsor C also delivered a memorandum discussing in general terms certain issues with respect to the merger agreement and sponsor limited guarantee that had previously been delivered to it, but did not include revised drafts of the agreements. Each of Sponsor B and Sponsor E informed Goldman Sachs that it would not be submitting a bid for the Company due to its concerns about the growth prospects for certain areas of the Company’s business, the fact that it was unlikely to secure fully committed financing based on then current market conditions and its unwillingness to submit a bid at a level it would expect the Independent Directors to find attractive.

On February 5, 2008, the Company and Strategic Party C entered into a confidentiality agreement so that the Company could share certain non-public information in connection with the potential transaction and Strategic Party C could begin due diligence on the Company. The confidentiality agreement signed by Strategic Party C was in substantially the same form as the confidentiality agreements signed by the sponsors that had previously signed confidentiality agreements.

Also on February 5, 2008, Goldman Sachs contacted H&F to discuss questions related to H&F’s offer, including the terms of its proposed debt and equity financing. H&F indicated to Goldman Sachs that H&F had experienced significant difficulties in obtaining debt commitment letters for its bid and that the lenders that had previously delivered commitment letters to H&F with its bid may be unwilling to deliver updated commitment letters in connection with any definitive agreement between H&F and the Company, if H&F and the Company were to enter into a definitive agreement, to the extent the credit markets continued to worsen.

Following receipt of the H&F bid and throughout the month of February until February 24, 2008, members of the Company’s management and representatives of Weil Gotshal and Goldman Sachs (at the direction of the Voting Independent Directors) and H&F and representatives of Simpson Thacher negotiated the terms of the merger agreement and ancillary documents, including the limited guarantee of certain of Parent’s payment obligations under the merger agreement provided by H&F Fund VI and the equity commitment letter of the H&F Investors. These negotiations covered various aspects of the transaction, including, among other things, the representations and warranties made by the parties, the definition of “Material Adverse Effect,” the restrictions on the conduct of the Company’s business between signing and closing, the conditions to completion of the merger, the provisions regarding termination, whether the Company would be subject to a “go shop” clause as originally proposed by the Company, the amount and triggers of the termination fees by the Company and Parent and the availability of specific performance and other remedies to the parties.

Our board met on February 7, 2008, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Goldman Sachs reviewed with our board the bids submitted by H&F and Sponsor C. A representative of

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Goldman Sachs noted that while neither Sponsor B nor Sponsor E submitted a bid, both sponsors indicated their possible willingness to participate in a syndicated equity group led by another sponsor if the opportunity became available. A representative of Goldman Sachs then further reviewed H&F’s bid, noting the premium it provided in relation to the current trading price for the Company’s common stock and the related debt and equity financing. The representative of Goldman Sachs noted that the amount of debt financing for H&F’s bid was three times (3x) CY2007E Adjusted EBITDA, which was significantly less than the amount of debt financing that H&F and the other sponsors had been directed to assume in connection with delivering their initial indications of interest in November and December 2007. A representative of Weil Gotshal then discussed the terms and conditions of the debt commitment letters provided by H&F, including a requirement that the Company deliver its 2007 audited financial statements and the requirement that the Company have adjusted EBITDA (as defined in the debt commitment letters) of between $314 million and $320 million on a trailing four-quarter basis. In response to questions from members of our board, a representative of Goldman Sachs, based in part on prior discussions with H&F and the other sponsors that were involved in the process, indicated that a number of factors may have contributed to the bid levels being lower than the preliminary expressions of interest submitted by the sponsors in late 2007, including (a) the continuing deterioration of the debt financing markets and the lower leverage ratios at which the financing sources were willing to provide acquisition financing for sponsors, (b) the rapidly deteriorating global economy and declining and volatile equity markets, (c) the fact that the Company’s business was in a transitional phase resulting in more uncertainty regarding the Company’s future, including growth patterns for certain of its new lines of business and a decline in its traditional line of business, (d) the Company’s actual results during 2007 falling short of management’s and Wall Street analysts’ forecasts for such results, (e) the fact that the Company’s complex business and range of licensing models created additional operating risks that made it difficult for potential acquirors to value and (f) a decline over time in the market valuation of the Company, as the Company’s stock price dropped from approximately $29 per share when potential acquirors were first contacted in October 2007 to less than $22 per share prior to the Company’s announcement that it was exploring strategic alternatives on January 22, 2008. A representative of Goldman Sachs stated that Goldman Sachs believed the most appropriate strategy for our board would be for Goldman Sachs to contact H&F and indicate that a substantially improved offer would be necessary in order for our board to consider a potential transaction with H&F. The representative also noted that Goldman Sachs believed H&F should be made aware that a strategic bidder had shown interest in potentially acquiring the Company. The representative also indicated that Goldman Sachs believed that the Company should continue to engage with Sponsor C as a potential alternative, notwithstanding the lack of financing and the lower bid submitted by Sponsor C and Sponsor C’s failure to submit a mark-up of the transaction agreements. A representative of Goldman Sachs then indicated that Strategic Party C had informed Goldman Sachs that a meeting with Mark Getty and Getty Investments would be necessary before Strategic Party C could be in a position to determine its interest in submitting a bid to acquire the Company.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. Goldman Sachs reviewed preliminary potential sensitivity analyses on the Management Projections and the Independent Directors and representatives of Goldman Sachs then discussed these analyses and the additional guidance that Goldman Sachs would need from the Voting Independent Directors in connection with further refinements to the sensitivity analyses. The Independent Directors and representatives of Goldman Sachs then discussed the bids that had been received from H&F and Sponsor C. The Independent Directors then discussed the risks associated with the Company maintaining the status quo and not pursuing any transaction, including the rapidly deteriorating global economy, the fact that the Company was in a transitional phase due to address changing competitive dynamics as well as the shift in communication and advertising to the Internet, potential changes in foreign currency exchange rates that had been favorable to the Company’s recent financial performance and how these and the other factors that had been earlier identified by Goldman Sachs could impact the Company’s business and financial performance in future periods. They also discussed the risks to the Company if it were to halt the process and announce our board was ceasing its exploration of strategic alternatives, including a likely decline in the Company’s stock price and the resulting damage to employee morale. After this discussion, the Voting Independent Directors determined that both of the bids were unacceptable. The Voting Independent Directors then authorized Goldman Sachs to

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(a) inform H&F that its bid was unacceptable and that a substantially improved offer would be necessary, (b) continue discussions with Sponsor C to determine whether there was any possibility Sponsor C could substantially increase its offer and (c) continue discussions with Strategic Party C to determine the seriousness of its interest in the Company. In addition, in order to help H&F evaluate its ability to increase its offer price, the Voting Independent Directors also authorized Mark Getty and Getty Investments to discuss with H&F Getty Investments’ intentions with respect to the ongoing use of the “Getty Images” name and trademarks by the Company and its expectations with respect to a potential rollover of its existing ownership interest in the Company. The Voting Independent Directors also authorized Strategic Party C to meet with Getty Investments and Mark Getty to discuss a possible transaction involving the Company. Finally, the Voting Independent Directors determined that neither Mr. Klein nor Mr. Getty should be made aware of the valuation discussions among the Independent Directors and that they should be told only that the strategic alternatives process had not been terminated and that H&F would be informed that a substantially improved offer would be necessary for our board to consider a sale transaction.

Immediately following the February 7, 2008 meetings, Goldman Sachs informed H&F that a substantially improved offer price would be required in order to engage in further negotiations regarding a potential transaction. Goldman Sachs also indicated that the Voting Independent Directors had authorized Mark Getty and Getty Investments to discuss with H&F Getty Investments’ intentions with respect to the continued use of the “Getty Images” name and trademarks and its expectations with respect to a rollover. These matters were discussed on a conference call later in the day between representatives of H&F and Mark Getty and Allen & Company LLC, which we refer to as “Allen”, the financial advisor to Getty Investments. Representatives of Simpson Thacher, Weil Gotshal and Goldman Sachs also participated in the call. This call was the first time during the Company’s consideration of strategic alternatives that any potential acquiror of the Company had been allowed by the Voting Independent Directors to communicate with Mark Getty or Getty Investments. During the call, Mr. Getty indicated that, while the decision ultimately belonged to Getty Investments and not him individually, he believed that Getty Investments would not seek any monetary consideration for the Company’s continued use of the “Getty Images” name and trademarks if H&F would allow Getty Investments to roll over its current equity position in Getty Images and the parties could come to a mutually acceptable agreement on post-closing equityholder arrangements.

On the evening of February 7, 2008, H&F indicated to a representative of Goldman Sachs that H&F intended to submit a revised proposal of $34.00 per share, as compared to its initial proposal of $32.75 per share. The representative of Goldman Sachs informed H&F that this increase in price would likely be insufficient for our board to continue to engage in negotiations with H&F regarding a possible transaction. The representative also indicated to H&F that a potential strategic buyer continued to be involved in the process. H&F stated that $34.00 per share was its best and final offer and after the call delivered a revised bid letter to Goldman Sachs that reflected the $34.00 per share proposal. In addition, H&F reiterated to Goldman Sachs that time was of the essence in connection with our board’s consideration of its proposal in light of the continuing weakness in the debt financing market.

On February 8, 2008, our board convened a meeting, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Goldman Sachs began by providing an update on the transaction process and the conversations between H&F and representatives of Goldman Sachs on February 7 that resulted in a revised $34.00 per share offer. Members of our board then asked Mr. Getty questions about the potential involvement of Getty Investments in the transaction. Mr. Getty stated that he believed Getty Investments potentially would be interested in an equity rollover in connection with the transaction and that H&F seemed amenable to allowing Getty Investments to participate. Mr. Getty noted, however, that no commitment had been made by Getty Investments to roll over its equity and that any such commitment would depend upon reaching resolution on post-closing equityholder arrangements and other related matters. Mr. Getty stated that he had not had a detailed conversation with H&F regarding the ability of the Company to continue to use the “Getty Images” name and trademarks after any acquisition by H&F but that he told H&F that he believed that Getty Investments would not seek any monetary consideration for the Company’s continued use of the “Getty Images” name and trademarks if

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H&F would allow Getty Investments to roll over its current equity position in Getty Images and the parties could come to a mutually acceptable agreement on post-closing equityholder arrangements. Mr. Getty also stated that if a transaction was consummated with a strategic buyer, it would be less likely that Getty Investments would waive its contractual right to acquire the “Getty Images” name and trademarks for nominal consideration. Our board did not undertake a separate valuation of the “Getty Images” name and trademarks in connection with the strategic review process. A representative of Goldman Sachs stated that H&F’s offer was not contingent on an equity rollover by Getty Investments but that H&F had indicated to Goldman Sachs that it expected the Company to be able to continue using the Getty Images name and trademarks after any transaction without having to pay any licensing or other fees.

The full board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. The Independent Directors discussed the status of the strategic alternatives process and the negotiation with H&F and its representatives regarding open issues in the merger agreement. The Independent Directors then discussed whether this was the right time for a sale of the Company based on the $34.00 per share offer received from H&F as compared to various upside and downside scenarios in terms of delivering value to stockholders if the Company rejected H&F’s proposal and terminated the process. A representative of Goldman Sachs stated that, in light of the current state of the debt financing markets, he believed H&F would not be able to obtain any greater amount of debt financing than had been contemplated by its $34.00 per share offer.

On February 10, 2008, the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs reviewed with the Independent Directors the revised sensitivity analyses that had been prepared by Goldman Sachs based on the prior discussions of Goldman Sachs and the Independent Directors. The Independent Directors expressed the view that the sensitivity analyses were helpful because the Independent Directors believed the Management Projections were overly optimistic given the weak, and apparently weakening, economy and other uncertainties surrounding the Company’s business, including difficulties in forecasting the Company’s operations given multiple product lines, the increasingly competitive nature of the Company’s business resulting from a variety of imagery sources on the Internet, the introduction of new licensing models and the shift of communication and advertising to the Internet. Goldman Sachs then requested that at the next executive session the Voting Independent Directors provide guidance to Goldman Sachs regarding the specific sensitivities the Voting Independent Directors would like Goldman Sachs to focus on in its analysis of a potential transaction. A representative of Goldman Sachs then recommended that the Independent Directors authorize Goldman Sachs to inform H&F that our board was continuing to assess the $34.00 per share offer and that a further increase in price could influence our board’s decision on whether to approve the transaction. In addition, the representative of Goldman Sachs stated that Strategic Party C had been continuing its due diligence review of the Company but that its enthusiasm for a transaction with the Company was uncertain based on the relatively slow pace of Strategic Party C’s due diligence to date. The Voting Independent Directors then authorized Goldman Sachs and Weil Gotshal to discuss with H&F a potential increase in its price, as well as other open issues in the merger agreement and the related financing documentation.

After the February 10, 2008 meeting, Goldman Sachs informed H&F that our board continued to assess the $34.00 per share offer and an increase in price could influence our board’s decision on whether to approve the transaction. H&F indicated that it was unwilling to increase its offer price above $34.00 per share and reiterated that this was its best and final offer.

On February 11, 2008, the New York Times published an article speculating that the Company did not receive any offers significantly above its then market value of $1.6 billion and that the Company’s auction appeared to be in jeopardy. Having already issued a press release on January 22, 2008 confirming that our board was exploring strategic alternatives following news reports that the Company was for sale, our board’s view was not to issue another press release regarding the process until the process had been completed or terminated. On that same day, Goldman Sachs contacted Sponsor C to discuss its proposal. Sponsor C indicated to Goldman

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Sachs that it was unwilling to increase its offer price of $30.00 per share and that it had made no further progress with respect to obtaining committed debt financing.

Later in the day on February 11, 2008, the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs began by summarizing the call that Goldman Sachs had with H&F on February 10, 2008. The representative stated that, based on the call, it appeared that H&F would not be willing to increase its $34.00 per share offer price. A representative of Goldman Sachs stated that Goldman Sachs had called Strategic Party C, and that Strategic Party C requested a meeting with Mr. Klein and other members of management on February 14, 2008. The representative of Goldman Sachs also stated that Strategic Party C had not yet presented any substantive terms or valuation with respect to a potential transaction with the Company. The Independent Directors then discussed the H&F offer in detail and evaluated it in light of (a) the debt commitment letter and the conditions in the merger agreement, (b) the potential for a global or domestic recession and the impact it would have on the Company’s business, (c) the Company’s prospects, (d) the transitional nature of the Company’s business and the digital media industry in general, and (e) the possibility that the Company’s stock price would decline even further if the Company announced that it was unable to reach agreement with a buyer. The Voting Independent Directors instructed Goldman Sachs to request H&F to confirm whether the $34.00 offer was its best and final offer and to inform H&F that a substantially improved offer would increase the likelihood that the proposal would be approved by our board. The Voting Independent Directors also instructed Goldman Sachs to communicate to H&F the Company’s position regarding certain open issues in the draft merger agreement and the related debt financing documentation, including the inclusion of a minimum EBITDA condition, the ability of the Company to continue discussions with Strategic Party C after the signing of the agreement, the inclusion of a lower termination fee if our board of directors determined to terminate the transaction to accept a superior proposal within a limited period of time after the signing of a merger agreement with H&F and the remedies available to the Company. In addition, in light of the potential rollover investment by Getty Investments and H&F’s prior request to discuss with Jonathan Klein the terms of his employment and a continuing investment by him in the Company, the Voting Independent Directors also instructed Goldman Sachs to indicate to H&F that our board would be willing to enter into a definitive agreement with H&F only if it contained the Special Stockholder Approval.

After the meeting on February 11, 2008, Goldman Sachs contacted H&F to update it regarding the continued deliberations of our board and to outline the key open issues in the draft merger agreement, including the Special Stockholder Approval. H&F reiterated that it was unwilling to increase its $34.00 per share offer and was prepared to terminate discussions regarding a potential transaction if the Company was not willing to enter into a transaction at that price. Later on that day, H&F indicated to Goldman Sachs that it would be willing to discuss the issues in the merger agreement that Goldman Sachs had communicated to H&F but objected to the Special Stockholder Approval.

On February 12, 2008, Weil Gotshal, Goldman Sachs, H&F and Simpson Thacher participated in conference calls to discuss these open issues with respect to the draft merger agreement. Also on February 12, 2008, management of the Company, Goldman Sachs and H&F discussed the Company’s anticipated EBITDA for the first two quarters of 2008.

Later in the day on February 12, 2008, the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs reported that H&F was unwilling to increase its offer above the current offer and that our board should consider the offer of $34.00 per share to be H&F’s best and final offer. The representative of Goldman Sachs summarized the progress made with H&F on the material transaction terms and stated that H&F would be willing to exclude Strategic Party C from the non-solicitation provision in the draft merger agreement. The representative of Goldman Sachs also stated that H&F had objected to the Special Stockholder Approval. At the conclusion of the executive session, the Voting Independent Directors (a) authorized Weil Gotshal to continue to negotiate the terms of the merger agreement with Simpson Thacher, (b) authorized Mr. Getty and his advisors to meet with H&F to discuss details of a possible equity rollover at the same value per share as the consideration to be paid in the transaction

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proposed by H&F and the continued use of the “Getty Images” name and trademarks after a potential transaction with H&F, and (c) authorized Mr. Klein and his advisors to meet with H&F to discuss the general terms of his proposed employment and potential continuing equity investment in the Company.

Also on February 12, 2008, Stockholder A called Goldman Sachs and indicated that it was potentially interested in making an investment in the Company if the Company was not interested in entering into a sale transaction at this time, although no valuation or other terms were provided.

On February 13, 2008, our board convened a meeting which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. During the meeting, the board was apprised of the various developments at the executive session held on the previous day.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs informed the Independent Directors that Stockholder A had expressed an interest in possibly making an investment in the Company if the Company was not interested in entering into a sale transaction at this time, but no valuation or other terms were provided by Stockholder A. A representative of Goldman Sachs then provided an update regarding the conversations Goldman Sachs and Weil Gotshal had with H&F and Simpson Thacher with respect to the terms of the merger agreement. A representative of Goldman Sachs then reviewed the sensitivity analyses with respect to the Management Projections. The representative of Goldman Sachs requested confirmation from the Voting Independent Directors as to which sensitivities, if any, to the Management Projections Goldman Sachs should focus on in connection with its financial analyses and any fairness opinion rendered by Goldman Sachs. The Independent Directors then discussed the range of sensitivities they believed should apply to the Management Projections. Based on their views regarding the state of the overall economy and the Company’s business and industry, the Voting Independent Directors stated that they believed the Company’s actual performance would not likely meet the Management Projections and that a downward adjustment to the assumptions of revenue growth rates and operating profit margins in the range of 2.5% to 5.0% should be applied to all periods in the Management Projections, with a central downward adjustment of 3.75% for all periods other than 2008, which should include a 2.5% downward adjustment to the revenue growth rate and a 1.6% downward adjustment to operating profit margin. The Voting Independent Directors believed that these central downward adjustments should be applied to all periods, and equally in all periods other than 2008, because of the transitional phase of the Company’s business and the digital media industry in general, the increasingly competitive nature of the Company’s business resulting from a variety of imagery sources on the Internet, the introduction of new licensing models and the shift of communication and advertising to the Internet, the difficulty of predicting the impact of the foregoing factors on the Company’s prospects, the resulting lack of visibility regarding specific levels of growth in future periods and the belief of the Voting Independent Directors that the challenges facing the Company’s business would not be temporary. We refer to these central downward adjustments as the “Central Sensitivity to Management Projections.” After further discussion, the Voting Independent Directors directed Goldman Sachs to focus on the Central Sensitivity to Management Projections in connection with Goldman Sachs’ financial analyses and any opinion rendered by Goldman Sachs. See “—Certain Projections.”

Beginning on February 13, 2008 and continuing through February 24, 2008, Mr. Getty, on behalf of Getty Investments, and Davis Polk & Wardwell, counsel to Getty Investments, discussed with representatives of H&F and Simpson Thacher the continued use by the Company of the “Getty Images” name and trademarks after any transaction with H&F, the terms of a potential rollover investment by Getty Investments and the other Rollover Stockholders and a voting agreement that would require the Rollover Stockholders to vote in favor of the transaction with H&F and to not solicit any takeover proposal. During this period, the parties exchanged drafts of term sheets and proposed transaction documents and periodically provided updates to Weil Gotshal regarding the status of discussions and the draft documents.

During the same period, Jonathan Klein and his counsel, Dechert LLP, and representatives of H&F and Simpson Thacher discussed the terms of Mr. Klein’s employment by the Company after a transaction with H&F, as well as a continuing investment by him in the Company. See “—Interests of the Company’s Directors and

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Executive Officers in the Merger—New Management Arrangements.” These discussions were the first time during the Company’s consideration of strategic alternatives that any potential acquiror of the Company had been allowed by the Voting Independent Directors to communicate with Jonathan Klein regarding his employment terms or any equity investment or compensation.

On February 14, 2008, the Company’s management and representatives of Goldman Sachs and Weil Gotshal met with Strategic Party C to discuss a potential transaction. In addition, the Company and Strategic Party C entered into an amendment to their confidentiality agreement pursuant to which Strategic Party C was permitted to engage in discussions with Mr. Getty and Getty Investments. That same day, representatives of Strategic Party C indicated their potential interest in a transaction at a meeting with representatives of Allen.

On February 15, 2008, the board of directors of Getty Investments convened to consider the proposed transaction with H&F and approved the transaction in principle. Resolutions confirming the transaction were approved by Getty Investments’ board of directors, with Mr. Getty and Mr. Klein abstaining from voting.

On February 16, 2008, Goldman Sachs, Weil Gotshal, H&F and Simpson Thacher participated in a conference call to discuss the Voting Independent Directors’ view on the Management Projections, noting that the Voting Independent Directors directed Goldman Sachs to focus on the Central Sensitivity to Management Projections in connection with Goldman Sachs’ financial analyses and any fairness opinion rendered by Goldman Sachs.

On February 17, 2008, Goldman Sachs and H&F discussed the status of the merger agreement, H&F’s debt financing and arrangements with Getty Investments and the Company’s management. H&F indicated to Goldman Sachs that, as a result of the continuing worsening of the credit markets, H&F was having difficulty maintaining the debt financing commitments that it had delivered with its bid on February 4, 2008 and that it was discussing financing with other potential lenders.

Also on February 17, 2008, representatives of Weil Gotshal and Simpson Thacher discussed certain open issues in the merger agreement, including the inclusion of the Special Stockholder Approval. In addition, the representatives of Weil Gotshal indicated that the draft voting agreement with the Rollover Stockholders would need to allow Getty Investments to discuss, in certain circumstances, use of the “Getty Images” name and trademarks by the Company with any party making a written takeover proposal that the Company would be permitted to discuss under the merger agreement. The representatives of Simpson Thacher indicated that H&F would be prepared to permit Getty Investments to engage in such discussions with Strategic Party C but not with any other parties.

On February 18, 2008, our board convened a meeting which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Goldman Sachs apprised our board of the status of H&F’s financing. Mr. Getty apprised our board of Getty Investments’ negotiations with H&F, including the Rollover Stockholders’ willingness to agree to roll over their equity and to vote for the merger agreement and the willingness of Getty Investments to agree to waive its rights to acquire the “Getty Images” name and trademarks in connection with the proposed merger with an affiliate of H&F. Mr. Klein apprised our board that, although he expected to negotiate the key terms, he did not expect to enter into any definitive agreements concerning his employment or equity participation in the surviving company or its affiliates prior to the Company’s entry into the merger agreement with affiliates of H&F.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs informed the Independent Directors that H&F was experiencing significant difficulty in arranging its debt financing since the submission of H&F’s bid on February 4, 2008 in light of the continued deterioration of the debt financing markets and that it was currently unclear which banks would be willing to provide committed financing. In addition, the Goldman Sachs representative stated that a representative of H&F had contacted Goldman Sachs

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about the possibility of Goldman Sachs participating in the bank group. The Goldman Sachs representative stated that Goldman Sachs would consider participating in the debt financing only if specifically requested by the Voting Independent Directors. The Voting Independent Directors indicated that they were not inclined to allow Goldman Sachs to participate in any debt financing in connection with H&F’s proposal but that they would consider revisiting the issue if H&F was otherwise unable to obtain sufficient fully committed debt financing. A representative of Goldman Sachs then discussed Goldman Sachs’ financial analyses of the proposed transaction between the Company and H&F.

On February 20, 2008, Goldman Sachs attempted to contact Strategic Party C for an update regarding its consideration of a potential transaction with the Company, but was unsuccessful. Also on that day, representatives of Simpson Thacher indicated to representatives of Weil Gotshal that H&F would be prepared to allow Getty Investments to discuss the “Getty Images” name and trademarks with other parties in certain circumstances as previously requested but was not prepared to accept the inclusion of the Special Stockholder Approval in the merger agreement.

On February 21, 2008, our board convened a telephonic meeting which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. Representatives of Goldman Sachs provided our board with an update regarding recent conversations Goldman Sachs had with H&F, including with respect to the status of H&F’s debt financing commitments.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. Representatives of Goldman Sachs and Weil Gotshal summarized for the Independent Directors recent conversations with H&F and Simpson Thacher regarding outstanding issues in the merger agreement and related transaction documents. The representative of Weil Gotshal indicated that H&F was now willing to accept the Company’s request to allow Getty Investments to discuss, in certain circumstances, use of the “Getty Images” name and trademarks by the Company with any party making a written takeover proposal that the Company would be permitted to discuss under the merger agreement. A Goldman Sachs’ representative indicated that Goldman Sachs had reiterated to H&F that the Independent Directors were requiring that the Special Stockholder Approval condition be included in the merger agreement and that H&F had indicated it remained opposed to the condition. The Voting Independent Directors reconfirmed that they would not be willing to approve the proposed transaction without the Special Stockholder Approval condition. A representative of Goldman Sachs then informed the Independent Directors that although Strategic Party C continued to express interest in a potential transaction, the timing of any specific proposal from Strategic Party C regarding a transaction remained uncertain. The Independent Directors then discussed a request received by Goldman Sachs from Stockholder A that it be released from certain portions of the standstill provision contained in its confidentiality agreement with the Company, noting that Stockholder A had not received any confidential due diligence materials related to the Company. The Voting Independent Directors agreed to consider this only after Weil Gotshal contacted Stockholder A to obtain further clarification regarding its request for such release.

After the meeting on February 21, 2008, Goldman Sachs contacted a representative of Strategic Party C to urge it to complete its due diligence review of the Company as quickly as possible if it was still interested in a potential transaction with the Company.

On February 22, 2008, our board convened a telephonic meeting which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Weil Gotshal discussed with our board the terms of a revised draft debt commitment letter received from H&F. The full board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Weil Gotshal discussed with the Independent Directors certain outstanding issues related to the merger agreement, including the amount of minimum EBITDA that would be a closing condition in the merger agreement and the continuing refusal of H&F to accept the Special Stockholder Approval. The

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Voting Independent Directors determined they would not recommend entering into a definitive agreement with H&F unless it contained the Special Stockholder Approval and that they were disinclined to recommend the transaction if the minimum adjusted EBITDA condition for a rolling four-quarter period exceeded $300 million.

On the morning of February 24, 2008, our board convened a telephonic meeting, which meeting was attended by representatives of Weil Gotshal and portions of which were attended by management and representatives of Goldman Sachs. A representative of Weil Gotshal provided an update to our board regarding the status of H&F’s debt commitments, noting that the three financing sources in the revised debt commitment letter were offering to provide H&F with an aggregate amount of debt financing equal to three times (3x) CY2007E Adjusted EBITDA. The Weil Gotshal representative also indicated that H&F’s debt financing sources were willing to set the minimum adjusted EBITDA condition for a rolling four-quarter period at $300 million and that representatives of management, Weil Gotshal, Goldman Sachs and Simpson Thacher had finalized the definition of adjusted EBITDA for purposes of the minimum adjusted EBITDA condition set forth in the debt commitment letter and the merger agreement. The representative of Weil Gotshal also stated that H&F had not agreed to include the Special Voting Approval condition in the merger agreement but had indicated that it would be willing to consider the condition if the Company agreed to modifications to the merger agreement, including reimbursement of H&F’s out-of-pocket expenses if stockholder approval was not obtained and an increase in the termination fee that would be payable by the Company if it terminated the agreement under certain circumstances.

The board meeting was then adjourned and the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs reviewed for the Independent Directors the process to date, including the progress of Strategic Party C with its due diligence. The representative also noted that Goldman Sachs did not expect that Strategic Party C would be able to finalize its due diligence review in an expedited manner and that it had not yet provided any specific proposal or valuation with respect to a potential acquisition of the Company or other strategic transaction, nor was it prepared to indicate if or when it anticipated it would be in a position to do so. The Goldman Sachs representative also confirmed that Strategic Party A had not contacted Goldman Sachs to confirm any interest in the Company after its last communication with Goldman Sachs in mid-January 2008 when it indicated it would later contact Goldman Sachs if it had any interest in considering a transaction involving the Company. A representative of Weil Gotshal, without the Goldman Sachs representatives present, then led a discussion of fiduciary duties in connection with the Voting Independent Directors’ consideration of the proposed transaction. After extensive discussion, the Voting Independent Directors determined that they would continue to require that the Special Stockholder Approval condition be included in the merger agreement, but that they would be willing to agree to limited out-of-pocket expense reimbursement for H&F if the Company’s stockholders did not approve the transaction, but rejected any increase in the termination fee. The board meeting was then reconvened and a representative of Weil Gotshal summarized for the board the decision the Voting Independent Directors had made regarding the Special Stockholder Approval condition.

Following the morning meetings of our board and the Independent Directors on February 24, 2008, Goldman Sachs contacted H&F to inform it of the Voting Independent Directors’ decision regarding the Special Stockholder Approval condition and the termination fee increase requested by H&F. Following this discussion, H&F contacted Goldman Sachs to inform Goldman Sachs that it would agree to include the Special Stockholder Approval based on its expectation that the parties would sign the merger agreement later in the day on February 24, 2008.

In the afternoon of February 24, 2008, the Independent Directors met in executive session along with representatives of Weil Gotshal and Goldman Sachs. A representative of Goldman Sachs updated the Independent Directors regarding the conversations between Goldman Sachs and H&F earlier in the day. Representatives of Goldman Sachs also presented Goldman Sachs’ financial analysis of the transaction contemplated by the merger agreement to the Independent Directors. At the request of the Independent Directors, a representative of Goldman Sachs then delivered its oral opinion that, as of February 24, 2008 and based upon

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and subject to various factors and assumptions discussed by Goldman Sachs, the $34.00 per share in cash to be received by the holders of the outstanding shares of Company common stock (other than the Rollover Stockholders) pursuant to the merger agreement was fair from a financial point of view to such stockholders. After discussion, and taking into account the fairness opinion delivered orally by Goldman Sachs and the other factors described in greater detail below under the heading titled “—Reasons for the Merger; Recommendation of Our Board of Directors; Fairness of the Merger,” the Voting Independent Directors then resolved to recommend to our board that it approve the merger agreement and related transactions.

Following the recommendation of the Voting Independent Directors, our full board was convened at a meeting, with representatives of Weil Gotshal and Goldman Sachs participating. The Voting Independent Directors informed our board that the Voting Independent Directors had voted to recommend the merger agreement and the transactions contemplated by the merger agreement to our full board. Representatives of Goldman Sachs presented its financial analysis of the transactions contemplated by the merger agreement to our board. Goldman Sachs delivered its oral opinion, which was subsequently confirmed in writing, to our board that, as of February 24, 2008 and based upon and subject to various factors and assumptions discussed by Goldman Sachs, the $34.00 per share in cash to be received by the holders of the outstanding shares of Company common stock (other than the Rollover Stockholders) pursuant to the merger agreement was fair from a financial point of view to such stockholders. The full text of the written opinion of Goldman Sachs, dated February 24, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion, is attached as Annex B to this proxy statement. After considering the proposed terms of the merger agreement and the other transaction agreements and the various presentations of Weil Gotshal and Goldman Sachs, including the receipt of Goldman Sachs’ oral opinion, and taking into account the other factors described in greater detail below under the heading titled “—Reasons for the Merger; Recommendation of Our Board of Directors; Fairness of the Merger,” our board, other than Mr. Getty and Mr. Klein who abstained from voting, unanimously approved and declared advisable the merger agreement and the related transactions and resolved to recommend that the Company’s stockholders adopt the merger agreement. After additional discussion, our board, with Mr. Getty and Mr. Klein abstaining from voting, also resolved to release Stockholder A and Strategic Party C from portions of the standstill provisions in their respective confidentiality agreements so that they be permitted to make a non-public offer to our board to purchase the Company if they desired to do so.

Following the final meeting of our board on February 24, 2008, the Company sent letters to each of Stockholder A and Strategic Party C releasing them from certain provisions of their respective confidentiality agreements in order to permit them to make non-public offers to purchase the Company. In addition, following the final meeting of our board, the parties finalized the merger agreement and the related documents, including the documents described below under the heading titled “—Interests of the Company’s Directors and Executive Officers in the Merger—Arrangements with Mark Getty and Other Rollover Stockholders,” and the Company, Parent, Merger Sub, the H&F Investors and the Rollover Stockholders executed the merger agreement and the related documents.

On February 25, 2008, the parties issued a press release announcing the merger. Later in the day, Goldman Sachs contacted Strategic Party C to inform it that the merger agreement permits the Company to continue discussions and negotiations with Strategic Party C until April 4, 2008. The Company continued to provide Strategic Party C access to non-public information with respect to the Company from February 25 until April 4, 2008. During this period, Strategic Party C did not initiate discussions with, or make a proposal to, the Company regarding any transaction involving the Company and, accordingly, on April 4, 2008 the Company terminated Strategic Party C’s access to the Company’s information as required by the merger agreement.

Reasons for the Merger; Recommendation of Our Board of Directors; Fairness of the Merger

Our board of directors, acting with the advice and assistance of our management and legal and financial advisors, evaluated the proposed merger, including the terms and conditions of the merger agreement. At a meeting on February 24, 2008, our board of directors unanimously (other than Messrs. Getty and Klein who

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abstained from the vote) (a) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, (b) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are substantively and procedurally fair to and in the best interests of the Company and our unaffiliated stockholders (by which we mean, for purposes of this determination, our stockholders other than the Rollover Stockholders and Jonathan Klein) and (c) resolved to recommend that our stockholders adopt the merger agreement.

In the course of reaching its determination, our board of directors (other than Messrs. Getty and Klein who did not participate in the deliberations) considered the following substantive factors and potential benefits of the merger, each of which our board of directors believed supported its decision:

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Our board of directors also considered a number of factors that are discussed below relating to the procedural safeguards that our board of directors believes were and are present to ensure the fairness of the merger. Our board of directors believes these factors support its decision and provide assurance of the procedural fairness of the merger to the unaffiliated stockholders:

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Our board of directors also considered the following risks and other potentially negative factors concerning the merger agreement and the merger:

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In addition, our board of directors was aware of and considered the interests that certain of our directors and executive officers have with respect to the merger that differ from, or are in addition to, their interests as stockholders of the Company, as described in “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 66.

In the course of reaching its conclusion regarding the fairness of the merger to the unaffiliated stockholders and its decision to approve the merger, the board of directors considered analyses presented by Goldman Sachs related to the going concern value of Getty Images. These analyses included, among others, a future stock price analysis, a discounted cash flow analysis, a leveraged buyout analysis and a recapitalization analysis. These analyses are summarized below under “—Opinion of Our Financial Advisor.” Our board of directors expressly adopted the analysis and the opinion of Goldman Sachs, among other factors considered, in reaching its determination as to the fairness of the transactions contemplated by the merger agreement. In the course of reaching its decision, our board of directors did not consider the liquidation value of the Company’s assets because it considers the Company to be a viable going concern business where value is derived from cash flows generated from its continuing operations. In addition, our board of directors believed that the value of the Company’s assets that might be realized in a liquidation would be significantly less than its going concern value. Further, our board of directors did not consider the Company’s net book value, which is an accounting concept, as a factor because it believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs. The Company’s net book value per share as of December 31, 2007 was $23.97, which is substantially below the merger consideration, $34.00 per share in cash. In addition, our board of directors did not consider the prices paid by us for past purchases of our common stock because those purchases were made at then current market prices and no such purchases were made after November 2006. There are no material U.S. federal tax consequences to the Company in connection with the merger.

The foregoing discussion summarizes the material factors considered by our board of directors in its consideration of the merger. In view of the wide variety of factors considered by our board of directors, and the complexity of these matters, our board of directors did not find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual members of our board of directors may have assigned different weights to various factors. Our board of directors unanimously (other than Messrs. Getty and Klein, who abstained from the vote) approved the merger agreement and the transactions contemplated thereby and recommended the adoption of the merger agreement based upon the totality of the information presented to, and considered by, it.

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Our board of directors recommends that you vote “FOR” the adoption of the merger agreement and “FOR” the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies.

Opinion of Our Financial Advisor

Goldman Sachs delivered its oral opinion, which was subsequently confirmed in writing, to our board of directors that, as of February 24, 2008, and based upon and subject to the factors and assumptions set forth therein, the $34.00 per share in cash to be received by the holders of the outstanding shares of Company common stock (other than Rollover Stockholders) pursuant to the merger agreement was fair from a financial point of view to such stockholders.

The full text of the written opinion of Goldman Sachs, dated February 24, 2008, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of our board of directors in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any stockholder should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of senior management of the Company and the Independent Directors regarding their assessment of the past and current business operations, financial condition and future prospects of the Company, including their views on the risks and uncertainties of achieving the Management Projections (see “—Certain Projections”). In addition, Goldman Sachs (a) reviewed the reported price and trading activity for the outstanding shares of Company common stock, (b) compared certain financial and stock market information for the Company with similar information for certain other companies, the securities of which are publicly traded, (c) reviewed the financial terms of certain recent business combinations in the media industry specifically, and in other industries generally, and (d) performed such other studies and analyses, and considered such other factors, as Goldman Sachs considered appropriate.

For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries, nor was any such evaluation or appraisal furnished to Goldman Sachs.

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Goldman Sachs’ opinion does not address any legal, regulatory, tax or accounting matters nor does it address the underlying business decision of the Company to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to the Company. The opinion addresses only the fairness from a financial point of view to the holders of the outstanding shares of Company common stock (other than Rollover Stockholders), as of the date of the opinion, of the $34.00 per share in cash to be received by such stockholders pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger or any other contractual arrangement the Company, Parent or any of their respective affiliates may enter into in connection with the merger, including, without limitation, (a) the terms of the Ancillary Agreements (as defined in the merger agreement), (b) the fairness of the merger to, or any consideration received in connection therewith by, Rollover Stockholders or the holders of any other class of securities, creditors, or other constituencies of the Company or Parent, or (c) the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company or Parent, or class of such persons, in connection with the merger, whether relative to the $34.00 per share in cash to be received by the stockholders (other than the Rollover Stockholders) pursuant to the merger agreement or otherwise. In addition, Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay its respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions in effect on, and the information made available to it as of, the date of the opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion.

The following is a summary of the material financial analyses delivered by Goldman Sachs to our board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 24, 2008, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis.

Goldman Sachs analyzed the merger consideration of $34.00 per share to be received by the holders of the outstanding shares of Company common stock (other than Rollover Stockholders) in relation to the closing price of outstanding shares on February 22, 2008 (the last trading day prior to the date of the merger agreement), the closing price of outstanding shares on January 18, 2008 (the last trading day prior to our public announcement that we were exploring strategic alternatives), and the average closing price for the:

This analysis indicated that the price per share to be paid to the stockholders pursuant to the merger agreement represented:

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Selected Company Analysis.

Goldman Sachs reviewed and compared certain financial information, ratios and public market multiples for the Company with corresponding financial information, ratios and public market multiples for selected publicly traded corporations, including: Jupitermedia Corporation, selected digital media software companies (Adobe Systems Incorporated and Avid Technology, Inc.), and selected marketing services companies (Harte-Hanks, Inc., The Interpublic Group of Companies, Inc., Omnicom Group Inc., and WPP Group plc) (collectively, the “Selected Companies”).

Although none of the Selected Companies is directly comparable to the Company, the Selected Companies included were chosen because they are publicly traded companies with equity market capitalization of more than $1 billion (excluding Jupitermedia Corporation) and with operations and long term earnings per share growth estimates (as estimated by Institutional Brokers’ Estimate System (“IBES”)) that for purposes of analysis may be considered similar to certain of the Company’s operations. Jupitermedia Corporation has product lines that are similar to certain of the product lines of the Company. The selected marketing services companies are related to or are in the advertising industry and are users of visual content. The selected digital media software companies are in the business of selling digital media products or technology used by creative professionals and users of visual content.

The multiples and ratios for the Company were calculated using (a) the $34.00 per share merger consideration to be paid to holders of the outstanding shares of Company common stock pursuant to the merger agreement and the closing price of $24.45 per share of Company common stock on February 22, 2008, (b) financial data obtained from Company public filings and Company management, (c) the Central Sensitivity to Management Projections (see “—Certain Projections”), which assumes for 2009 through 2012 a decrease of 3.75% in annual revenue growth rate and operating margin relative to the Management Projections, (d) the Management Projections (see “—Certain Projections”) and (e) IBES forecasts. The multiples and ratios for each of the Selected Companies were based on the closing prices of the companies’ shares on February 22, 2008, financial data obtained from those companies’ public filings and IBES forecasts. With respect to the Selected Companies, Goldman Sachs calculated the following and compared them to the results for the Company:

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The results of these analyses are summarized as follows:

Illustrative Present Value of Future Stock Price Analysis.

Goldman Sachs performed an illustrative analysis of the implied present value of the future price of each share, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of such company’s estimated future earnings and its assumed price to future earnings per share multiple. Goldman Sachs first calculated the implied per share values for (a) each of the fiscal years from 2008 to 2012 by applying price to earnings (“P/E”) multiples ranging from 10.0x to 16.0x to estimates of the EPS of the Company for fiscal years 2008 to 2012, based on (i) the Central Sensitivity to Management Projections and (ii) Management Projections, respectively (see “—Certain Projections”), and (b) each of the fiscal years 2008 and 2009 by applying P/E multiples ranging from 10.0x to 16.0x to estimates of the EPS of the Company for fiscal years 2008 and 2009 from IBES. Then, Goldman Sachs discounted the future values using an equity discount rate of 13.35%. The range of P/E multiples used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience based on the average next twelve months (“NTM”) P/E multiples of the Company during the three hundred sixty-five day period ended February 22, 2008 (15.8x) and the one hundred eighty day period ended February 22, 2008 (13.1x), the NTM P/E multiple of the Company on January 18, 2008 (10.3x), the NTM P/E multiple of the Company on February 22, 2008 (12.0x) and NTM P/E multiples of the Selected Companies (16.8x). In Goldman Sachs’ judgment, based on a review of numerous factors, including, without limitation, significant differences between the businesses, sizes and capitalizations of the Company and the Selected Companies, the NTM P/E multiples of the Company were more relevant than the NTM P/E multiples of the Selected Companies for purposes of deriving the P/E multiple range. The equity discount rate of 13.35% used by Goldman Sachs in this analysis was derived by Goldman Sachs, utilizing its professional judgment and experience, based on a cost of equity analysis based on beta for the Company and certain other financial metrics. The following table presents the results of this analysis:

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Illustrative Discounted Cash Flow Analysis.

Goldman Sachs performed an illustrative discounted cash flow (“DCF”) analysis to determine a range of implied present values per share. Goldman Sachs first conducted the DCF analysis using the Central Sensitivity to Management Projections (see “—Certain Projections”) and assuming the mid-year convention discounting of cash flows. Goldman Sachs calculated indications of present values of unlevered free cash flows for the Company for calendar years 2008 through 2012 using discount rates ranging from 10.0% to 14.0%. Goldman Sachs calculated indications of values of perpetual unlevered free cash flows of the Company using two different methods: perpetuity growth and terminal value multiple. Under the perpetuity growth method, Goldman Sachs assumed terminal growth rates of 1.0% to 3.0% and then discounted the illustrative terminal values to calculate indications of implied present values, using discount rates ranging from 10.0% to 14.0%. Under the terminal value multiple method, Goldman Sachs assumed terminal multiples of 4.5x to 7.5x to estimated 2012 EBITDA and then discounted the illustrative terminal values to calculate indications of implied present values using discount rates ranging from 10.0% to 14.0%. Goldman Sachs then conducted the same DCF analysis, but using the Management Projections. The terminal growth rate range used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience based on historical range of inflation rates, historical range of gross domestic product growth rates and implied last twelve months (“LTM”) EBITDA multiples relative to then current trading levels of the Company. The terminal EBITDA multiples range used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience based on the average LTM EBITDA multiples of the Company during the three hundred sixty-five day period ended February 22, 2008 (7.1x) and the one hundred eighty day period ended February 22, 2008 (5.4x), the LTM EBITDA multiple of the Company on January 18, 2008 (4.2x), the LTM EBITDA multiple of the Company on February 22, 2008 (4.7x) and LTM EBITDA multiples of the Selected Companies (9.6x). In Goldman Sachs’ judgment, based on a review of numerous factors, including, without limitation, significant differences between the businesses, sizes and capitalizations of the Company and the Selected Companies, the LTM EBITDA multiples of the Company were more relevant than the LTM EBITDA multiples of the Selected Companies for purposes of deriving the terminal multiple range. The discount rate range used by Goldman Sachs in this analysis was derived by Goldman Sachs, utilizing its professional judgment and experience, based on a weighted average cost of capital analysis based on betas and certain other financial metrics for the Company and the Selected Companies (other than Jupitermedia Corporation) for which betas were available. In Goldman Sachs’ judgment, based on a review of numerous factors, including, without limitation, significant differences between the businesses, sizes and capitalizations of the Company and the Selected Companies, the weighted average cost of capital analysis for the Company was more relevant than the weighted average cost of capital analysis for the Selected Companies for purposes of deriving the discount rate range. The following table presents the results of this analysis:

Illustrative Leveraged Buyout Analysis.

Goldman Sachs performed an illustrative leveraged buyout (“LBO”) analysis using the Central Sensitivity to Management Projections (see “—Certain Projections”). In performing the illustrative leveraged buyout analysis, Goldman Sachs assumed hypothetical financial buyer purchase prices per share ranging from $30.00 to $38.00, with the merger consideration of $34.00 per share of common stock as the midpoint of such range, which reflect illustrative implied entry multiples (based on adjusted LTM EBITDA) ranging from 5.8x to 7.3x, assumed debt of $970 million and an exit in year five at exit LTM EBITDA multiples of 4.5x to 7.5x. Goldman Sachs then performed the same LBO analysis, but using the Management Projections (see “— Certain Projections”). In

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performing the illustrative LBO analysis, Goldman Sachs also assumed that after the acquisition, 5%, 10% or 15% of the equity, respectively, is allocated to employees. The LTM EBITDA exit multiples range used by Goldman Sachs in this analysis was derived by Goldman Sachs utilizing its professional judgment and experience based on the average LTM EBITDA multiples of the Company during the three hundred sixty-five day period ended February 22, 2008 (7.1x) and the one hundred eighty day period ended February 22, 2008 (5.4x), the LTM EBITDA multiple of the Company on January 18, 2008 (4.2x), the LTM EBITDA multiple of the Company on February 22, 2008 (4.7x) and LTM EBITDA multiples of the Selected Companies (9.6x). In Goldman Sachs’ judgment, based on a review of numerous factors, including, without limitation, significant differences between the businesses, sizes and capitalizations of the Company and the Selected Companies, the LTM EBITDA multiples of the Company were more relevant than the LTM EBITDA multiples of the Selected Companies for purposes of deriving the exit multiple range. The following table presents the results of this analysis:

Illustrative Recapitalization Analysis.

Goldman Sachs analyzed certain illustrative recapitalization transactions involving the Company and the theoretical value the Company’s stockholders could receive in such transactions. In the illustrative recapitalization analyses, Goldman Sachs assumed that the Company would incur either $630 million (Case 1) or $940 million (Case 2) of debt instead of the current debt level of $385 million. Goldman Sachs assumed that the debt in excess of $385 million would be used to buy back outstanding shares representing 14.7% of the Company’s market capitalization as of February 22, 2008 at a 15% premium to the closing market price on February 22, 2008 (Case 1) or 34.7% of the Company’s market capitalization as of February 22, 2008 at a 20% premium to the closing market price on February 22, 2008 (Case 2). Debt amounts assumed in Case 1 and Case 2, respectively, were derived by Goldman Sachs utilizing its professional judgment and experience based on a variety of factors such as credit market conditions, credit profile and financial and operational characteristics of the Company. The premiums to the closing market price on February 22, 2008 used in this analysis were derived by Goldman Sachs utilizing its professional judgment and experience based on a variety of factors such as the size of the buyback relative to the Company’s market capitalization, the pro forma financial impact of the share buyback on the estimated earnings per share, the pro forma impact on the earnings per share growth rates, and general assessment of stock buybacks executed by other publicly traded companies with characteristics that for purposes of analysis may be considered similar to certain of the Company’s characteristics. The theoretical post-recapitalization trading value of outstanding shares not purchased was based upon estimated NTM P/E multiples of 10.0x to 16.0x, estimates for the Company based on the Central Sensitivity to Management Projections and the Management Projections (see “—Certain Projections”), respectively, after giving effect to the incurrence of incremental debt, incremental interest expense, repurchase of outstanding shares and estimated future weighted average shares outstanding following the recapitalization. Goldman Sachs calculated the implied per share future equity values for outstanding shares for 2008 and 2010 and then discounted 2010 values back two years using a discount rate of 13.35%. The equity discount rate of 13.35% used by Goldman Sachs in this analysis was derived by Goldman Sachs, utilizing its professional judgment and experience, based on a cost of equity analysis based on beta for the Company and certain other financial metrics. The following table presents the results of this analysis:

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The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to our board of directors as to the fairness from a financial point of view to the holders of the outstanding shares of Company common stock (other than Rollover Stockholders) of the $34.00 per share in cash to be received by such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The merger consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by our board of directors. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or our board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to our board of directors was one of many factors taken into consideration by our board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of the Company, Parent, portfolio companies of investment funds sponsored by Hellman & Friedman LLC, which funds we refer to in this section as “H&F,” affiliates of Parent and any of their respective affiliates, or any currency or commodity that may be involved in the merger for their own account and for the accounts of their customers. Goldman Sachs also has provided certain investment banking and other financial services to the Company from time to time, including having acted as an agent in connection with an exchange offer for the Company’s 0.5% convertible subordinated debentures, Series B due 2023 (aggregate principal amount $265 million) in December 2004, and as an agent in connection with a consent solicitation for the Company’s 0.5% convertible subordinated debentures, Series B due

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2023 (aggregate principal amount $265 million) in January 2007. During the past two years, Goldman Sachs has received aggregate fees from the Company for investment banking and other financial services unrelated to the merger of approximately $950,000.

Goldman Sachs also has provided certain investment banking and other financial services to H&F and its affiliates and portfolio companies from time to time, including having acted as financial advisor to Texas Genco Holdings, Inc., a portfolio company of H&F, with respect to its sale to NRG Energy Inc. in September 2005; as lead manager with respect to a repricing of a second lien bank loan (aggregate principal amount $160 million) extended to Mitchell International, an affiliate of H&F (“Mitchell”), in October 2005; as financial advisor to a consortium that included H&F in connection with its acquisition of LPL Financial Services Corp., a portfolio company of H&F (“LPL Financial Services”), including acting as lead manager of a bank loan (aggregate principal amount $950 million) and the offering of 10.75% senior subordinated notes due 2015 (aggregate principal amount $330 million) in connection with the financing of such acquisition, in December 2005; as lead manager in connection with the issuance of cumulative preferred stock (aggregate principal amount $200 million) of Arch Capital Group Limited, an affiliate of H&F, in January 2006; as financial advisor to Hellman & Friedman Europe Limited, an affiliate of H&F, in connection with its acquisition of Gartmore Investment Management PLC, including acting as manager with respect to a bank loan (aggregate principal amount $585 million) extended in connection with the financing of such acquisition, in May 2006; as sole bookrunner of a term loan (aggregate principal amount $740 million) and a revolving credit facility (aggregate principal amount $100 million) provided to LPL Financial Services in December 2006; as financial advisor to H&F with respect to its sale of Mitchell in February 2007; and as joint manager with respect to a term loan (aggregate principal amount $660 million), a revolving credit facility (aggregate principal amount $100 million), a senior unsecured bridge loan (aggregate principal amount $330 million), and a senior subordinated bridge loan (aggregate principal amount $160 million) in connection with the financing of the acquisition of Catalina Marketing Corp. by H&F in October 2007.

Goldman Sachs also may provide investment banking and other financial services to the Company, H&F and their respective affiliates and portfolio companies in the future. In connection with the above-described services, Goldman Sachs has received, and may receive, compensation. Affiliates of Goldman Sachs have co-invested with H&F and its affiliates from time to time and may do so in the future.

Our board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated November 12, 2007, the Company engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. Pursuant to the terms of this engagement letter, the Company has agreed to pay Goldman Sachs a transaction fee equal to 0.725% of the aggregate consideration (which is expected to be equal to approximately $17.3 million), $3 million of which was payable upon execution of the merger agreement and the remainder of which is payable upon consummation of the merger. In addition, the Company has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities arising out of its engagement, including certain liabilities under the federal securities laws. Other than the Voting Independent Directors’ direction to Goldman Sachs to focus on the Central Sensitivity to Management Projections in connection with Goldman Sachs’s financial analyses and the opinion rendered by Goldman Sachs, Goldman Sachs did not receive from the Company any instructions or limitations in connection with its financial analyses or the opinion rendered by Goldman Sachs. Goldman Sachs has consented to the inclusion of its written opinion delivered to the board of directors, dated February 24, 2008, in this proxy statement.

A copy of Goldman Sachs’ written presentation to the board of directors on February 24, 2008 has been filed as an exhibit to the Schedule 13E–3 filed with the SEC in connection with the merger. The written presentation will be available for any interested Getty Images stockholder (or any representative of a stockholder who has been so designated in writing) to inspect and copy at our principal executive offices during regular business hours. Alternatively, you may inspect and copy the presentation at the office of, or obtain it by mail from, the SEC.

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In addition to the presentation made to our board of directors described above, Goldman Sachs also made written and oral presentations to our board of directors on February 18, 2008, February 11, 2008, February 10, 2008, February 7, 2008, December 21, 2007, November 28, 2007, November 6, 2007, October 10, 2007 and September 19, 2007. Copies of these other written presentations by Goldman Sachs to our board of directors have been attached as exhibits to the Schedule 13E–3 filed with the SEC in connection with the merger. These written presentations will be available for any interested Getty Images stockholder (or any representative of a stockholder who has been so designated in writing) to inspect and copy at our principal executive offices during regular business hours. Alternatively, you may inspect and copy the presentations at the office of, or obtain it by mail from, the SEC.

None of these other written and oral presentations by Goldman Sachs, alone or together, constitute an opinion of Goldman Sachs with respect to the consideration to be paid in the merger. Information contained in these other written and oral presentations is substantially similar to the information provided in Goldman Sachs’ written presentation to our board of directors on February 24, 2008, as described above. The September 19, 2007 materials contained valuation, LBO and recapitalization analyses, analysis at various prices, discussion of potentially interested financial sponsors and strategic buyers and an analysis of the pro forma financial impact of acquiring the Company on certain potential strategic buyers. The October 10, 2007 materials contained updated valuation and LBO analyses, updated analysis at various prices and initial process considerations, including discussion of potentially interested financial sponsors. The November 6, 2007 materials contained updated process considerations and a proposed timetable. The November 28, 2007 materials contained a discussion of indications of interest in the Company that had been received from various potential acquirers, updated valuation and LBO analyses, updated analysis at various prices, as well as an updated proposed timetable. The December 2007 materials contained an updated analysis of the pro forma financial impact of acquiring the Company on certain potential strategic buyers, as well as information relating to certain transactions involving stub equity deal structures. The February 7, 2008 materials contained updated valuation, LBO and recapitalization analyses and discussion of bids submitted by potential acquirers. Each of the two February 10, 2008 materials contained updated valuation analyses. The February 11, 2008 materials contained updated valuation analyses. The February 18, 2008 materials contained updated valuation, LBO and recapitalization analyses and a discussion of the terms of H&F’s proposal. These other written and oral presentations made by Goldman Sachs contained, among other things, the following types of financial analyses:

Not all of the other written and oral presentations contained all of the financial analyses listed above. The financial analyses in these other written and oral presentations were based on market, economic and other conditions as they existed as of the dates of the respective presentations as well as other information that was available at those times. Accordingly, the results of the financial analyses differed due to changes in those conditions. Among other things, multiples attributable to selected companies changed as those companies’ stock prices changed, and implied transaction multiples, average multiples over time, discounted cash flows analyses and leveraged buyout analyses changed as the Company’s financial results (as well as projections made by the Company’s management and board of directors, see “—Certain Projections”) changed. Finally, Goldman Sachs continued to refine various aspects of its financial analyses with respect to the Company over time.

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Purpose and Reasons for the Merger for the Rollover Stockholders

The Rollover Stockholders are making the statements in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

Concurrently with the Company’s entry into the merger agreement, the Rollover Stockholders entered into a rollover commitment letter with Parent pursuant to which all of the shares of Getty Images common stock held by the Rollover Stockholders will be transferred, contributed and delivered to Parent in exchange for newly issued limited partnership units of Parent issued at a per unit value equal to the merger consideration (and valuing the contributed shares at an amount per share equal to the merger consideration). See “—Interests of the Company’s Directors and Executive Officers in the Merger.” The Rollover Stockholders expect their transfer of shares of the Company’s common stock to be tax deferred for U.S. federal income tax purposes. For the Rollover Stockholders, the purpose of the merger is to enable the Rollover Stockholders to benefit from any future earnings and growth of Getty Images after its common stock ceases to be publicly traded. The Rollover Stockholders also believe that it is best for Getty Images to operate as a privately held entity in order to allow the Company to focus on its long-term growth and continuing improvements to its business absent the regulatory burden imposed upon public companies and the distractions caused by the public equity market’s valuation of the Company’s common stock.

Purpose and Reasons for the Merger for Jonathan Klein

Jonathan Klein is making the statements in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

Mr. Klein believes that it is best for Getty Images to operate as a privately held entity in order to allow the Company greater operational flexibility and to focus on its long-term growth and continuing improvements to its business absent the regulatory burden imposed upon public companies and the distractions caused by the public equity market’s valuation of the Company’s common stock. The merger will also enable Mr. Klein to benefit from any future earnings and growth of Getty Images, after its common stock ceases to be publicly traded, while at the same time providing him with an opportunity to receive cash for a portion of his existing investment in the Company. For U.S. federal income tax purposes, the receipt of cash in exchange for shares of the Company’s common stock held by Mr. Klein pursuant to the merger will be a taxable transaction. Mr. Klein supports proceeding with the merger at this time because he believes that the merger is more favorable to the unaffiliated stockholders of the Company than any other alternative reasonably available to the Company and its stockholders, including remaining as a standalone public company.

Purpose and Reasons for the Merger for Parent, Merger Sub and the H&F Filing Persons

Parent, Merger Sub, Abe GP LLC, H&F Fund VI, Hellman & Friedman Investors VI, L.P. and Hellman & Friedman LLC are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. Abe GP LLC is the general partner of Parent, Hellman & Friedman Investors VI, L.P. is the general partner of H&F Fund VI, and Hellman & Friedman LLC is the general partner of Hellman & Friedman Investors VI, L.P. We refer to Abe GP LLC, H&F Fund VI, Hellman & Friedman Investors VI, L.P. and Hellman & Friedman LLC, collectively, as the “H&F Filing Persons.”

If the merger is completed, Getty Images will become a subsidiary of Parent. For Parent and Merger Sub, the purpose of the merger is to effectuate the transactions contemplated by the merger agreement. For the H&F Filing Persons, the purpose of the merger is to allow H&F Fund VI to indirectly own equity interests in Getty Images and to bear the rewards and risks of such ownership after shares of Getty Images common stock cease to be publicly traded.

The H&F Filing Persons believe that it is best for Getty Images to operate as a privately held entity in order to allow Getty Images greater operational flexibility and to focus on its long-term growth and continuing

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improvements to its business without the constraints and distractions caused by the public equity market’s valuation of its common stock. Moreover, the H&F Filing Persons believe that Getty Images’ future business prospects can be improved through the active participation of Parent in the strategic direction of Getty Images. Although the H&F Filing Persons believe that there will be significant opportunities associated with H&F Fund VI’s investment in Getty Images, they realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of Getty Images) and that such opportunities may not ever be fully realized.

The H&F Filing Persons believe that structuring the transaction as a merger transaction is preferable to other transaction structures because (a) it will enable Parent to acquire all of the outstanding shares of Getty Images at the same time, (b) it represents an opportunity for Getty Images’ unaffiliated stockholders to receive fair value for their shares of common stock and (c) it allows the Rollover Stockholders to maintain their investment in Getty Images.

Position of the Rollover Stockholders as to the Fairness of the Merger

The Rollover Stockholders are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

The views of the Rollover Stockholders as to the fairness of the merger should not be construed as a recommendation to any stockholder as to how that stockholder should vote on the proposal to adopt the merger agreement. Mr. Getty (who did not participate in the deliberations of the Company’s board of directors) and the other Rollover Stockholders have interests in the merger different from, and in addition to, those of the other stockholders of Getty Images. These interests are described under “—Interests of the Company’s Directors and Executive Officers in the Merger—Arrangements with Mark Getty and Other Rollover Stockholders.”

The Rollover Stockholders are not a party to and did not participate in the negotiation of the merger agreement with the Company, Parent or Merger Sub or their respective representatives or advisors. Neither Mr. Getty nor any of the other Rollover Stockholders participated in the deliberations of the Company’s board of directors with respect to the substantive or procedural fairness of the merger to the unaffiliated stockholders, nor did they undertake any independent evaluation of the fairness of the merger or engage a financial advisor for such purpose. Nevertheless, the Rollover Stockholders believe that the proposed merger is substantively and procedurally fair to the unaffiliated stockholders on the basis of the factors discussed below.