Presentation to the Special Committee

July 28, 2011

Project Asteroid Belt

Exhibit (c)(2)

STRICTLY CONFIDENTIAL

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[

1 ]

Disclaimer

This

presentation

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LLC

(“Moelis”)

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exclusive

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Special

Committee

of

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Board

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Directors

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Global

Traffic

Network

(“GNET”

or

the

“Company”)

in

considering

the

transaction

described

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[

2

]

Appendix: Supplemental Valuation Materials

15

IV.

Other Perspectives

9

III.

Valuation Analysis

6

II.

Company Financial Projections

3

I.

Transaction Overview

Table of Contents

I. Transaction Overview

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[

4 ]

Summary of Proposed Transaction

OVERVIEW

IMPLIED GNET VALUATION & VALUATION STATISTICS

IMPLIED TRANSACTION PREMIUMS

Current Date

Latest Offer Date

Initial Offer Date

Transaction: Acquisition of 100% of GNET outstanding equity

Purchase price of $14.00 per share

Form of consideration: All-cash

GTCR will backstop entire purchase price -

No financing contingency

—

No reverse break fee; specific performance with ability to sue for

full damages

Tender offer structure

Other Transaction Details

—

[55] day post-signing “Go Shop”

period ([40] days extendable to

[55] days if the Board receives a superior proposal within the first 40

days)

—

Two-Tier Termination Fee: [1.5%] of equity value.  After

termination of “Go Shop”

period, fee would increase to [3.0%] of

equity value

—

Customary information rights and last look

Source:

Capital IQ, Company financials, Company model as of June 24, 2011

Note:

1.

Excludes stock-based compensation.  Fiscal year ends June 30

2.

Management projections

Premium To:

Share Price

Implied

Premium

July 7, 2011

$12.52

11.8%

30 Day Prior VWAP

11.29

24.0%

60 Day Prior VWAP

11.36

23.2%

90 Day Prior VWAP

11.72

19.4%

Premium To:

Share Price

Implied

Premium

June 6, 2011

$10.30

35.9%

30 Day Prior VWAP

11.46

22.2%

60 Day Prior VWAP

12.06

16.1%

90 Day Prior VWAP

12.10

15.7%

($ in millions, except per share data)

Offer Price

$14.00

Diluted Shares Outstanding

20.0

Market Value of Equity

$280.3

Less: Cash (6/30/11)

($41.7)

Plus: Debt (6/30/11)

0.0

Net Debt

($41.7)

Total Enterprise Value

$238.7

Valuation Statistics

Metric

2

Statistic

TEV / FY 2011E Adjusted EBITDA¹

$19.7

12.1x

TEV / CY 2011E Adjusted EBITDA¹

$21.3

11.2x

TEV / FY 2012E Adjusted EBITDA¹

$24.8

9.6x

Premium To:

Share Price

Implied

Premium

July 27, 2011

$11.48

22.0%

30 Day Prior VWAP

11.88

17.9%

60 Day Prior VWAP

11.37

23.1%

90 Day Prior VWAP

11.69

19.7%

[

5

]

30-90 Day Prior VWAP Range

($11.37 –

$11.88)

Historical GNET Share Price Performance

The GTCR offer price of $14.00 is above the stock’s all-time high closing price of $13.65

Source:

Capital IQ, Company filings, Company website

Note:

1.

Includes APN News & Media, Astral Media, Beasley Broadcast Group, CC Media Holdings, Corus Entertainment, Cumulus Media, Emmis Communications, Entercom Communications, Prime

Media Group, Radio One, Saga Communications, Salem Communications, Southern Cross Media, UTV Media and Westwood One

Offer Price

($14.00)

9/14/10: Company launches its

traffic alerting system, the Global

Alert Network, in Kansas City

2/10/11: Highest ever quarterly EBITDA of

$6.9mm, above analyst projections.

Partnerships with AccuWeather.com and

Total Traffic Network announced

5/13/11: FQ3 EBITDA and

revenue results miss analyst

projections due to decrease in

Australian advertising spend

11/11/10: Adjusted operating income

projected to become positive FQ2 2011

2/09/10: FQ3 2010 revenue and net

loss projected to improve versus

previous period

1/10/11: Company executes

NDA with GTCR

--%

50%

100%

150%

200%

250%

300%

350%

Jan-10

Feb-10

Mar-10

May-10

Jun-10

Aug-10

Sep-10

Nov-10

Dec-10

Jan-11

Mar-11

Apr-11

Jun-11

Jul-11

0.0

0.5

1.0

1.5

2.0

2.5

GNET Volume

Offer Price

GNET

S&P 500

Broadcasting Companies Index¹

6/27/11: Company added to

Russell 2000 Index

II. Company Financial Projections

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Summary Projected Financials of GNET’s Business Segments

Each of GNET’s business segments have differentiated business prospects and projections

AUSTRALIA

CANADA

UK

MOBILE

(AUD$ in millions)

(CAD$ in millions)

(£

in millions)

(US$ in millions)

A$97

A$91

A$85

A$80

A$74

A$70

A$64

A$57

A$31

A$29

A$26

A$23

A$20

A$19

A$17

A$15

A$0

A$30

A$60

A$90

A$120

2009A

2010A

2011E

2012E

2013E

2014E

2015E

2016E

Revenue

EBITDA

C$42

C$8

C$10

C$15

C$19

C$24

C$29

C$35

C$14.3

($2.7)

($3.3)

C$0.2

C$2.7

C$5.0

C$8.1

C$11.2

($5)

C$13

C$30

C$48

2009A

2010A

2011E

2012E

2013E

2014E

2015E

2016E

Revenue

EBITDA

$--

$0.0

$--

$1.5

$3.7

$5.9

$9.1

$12.9

$2.0

$0.5

$(0.5)

$(1.0)

$(1.2)

$(0.7)

$(1.4)

$3.8

$(3)

$3

$8

$13

$18

2009A

2010A

2011E

2012E

2013E

2014E

2015E

2016E

Revenue

EBITDA

£25

£7

£17

£20

£19

£20

£22

£23

(£0.6)

£0.7

£2.0

£1.6

£1.9

£2.3

£2.5

£2.8

($1)

£7

£15

£23

£31

2009A

2010A

2011E

2012E

2013E

2014E

2015E

2016E

Revenue

EBITDA

Revenue Growth

16%

11%

10%

6%

7%

7%

7%

6%

EBITDA Margin

27%

26%

27%

27%

29%

30%

32%

32%

Revenue Growth

20%

24%

51%

29%

25%

22%

20%

20%

EBITDA Margin

NM

NM

1%

14%

21%

27%

32%

34%

Revenue Growth

NA

151%

18%

(5%)

5%

7%

6%

6%

EBITDA Margin

NM

4%

10%

8%

9%

10%

11%

11%

Revenue Growth

NA

NA

NA

NA

146%

62%

54%

41%

EBITDA Margin

NA

NM

NA

NM

NM

8%

22%

30%

Source:

Company model as of June 24, 2011

Note:

2011 financials are estimates and are not updated for actual results as of June 30, 2011

[

8

]

Summary Historical and Management Projected Financials

Source:

Company model as of June 24, 2011

Note:

1.

Excludes stock-based compensation

Fiscal Year Ended June 30,

CAGR

(US$ in millions)

2007A

2008A

2009A

2010A

2011A

2012E

2013E

2014E

2015E

2016E

'11A - '16E

Revenue

Australia

$28.4

$44.3

$42.7

$56.5

$69.7

$78.1

$83.6

$89.4

$95.7

$101.4

7.8%

% Growth

55.8%

(3.6%)

32.2%

23.5%

12.0%

7.0%

7.0%

7.0%

6.0%

Canada

3.3

6.7

6.9

9.5

15.0

19.7

24.6

30.0

36.0

43.2

23.5%

% Growth

103.3%

4.0%

36.8%

58.7%

31.1%

25.0%

22.0%

20.0%

20.0%

United Kingdom

--

--

10.7

27.4

32.7

31.2

32.6

34.8

37.0

39.3

3.8%

% Growth

NA

NA

155.7%

19.2%

(4.5%)

4.5%

6.7%

6.3%

6.3%

Mobile Segment

--

--

--

0.0

0.0

1.5

3.7

5.9

9.1

12.9

NA

% Growth

NA

NA

NA

NA

NA

146.1%

62.0%

53.6%

41.3%

Total Revenue

$31.7

$51.0

$60.3

$93.3

$117.4

$130.4

$144.4

$160.1

$177.8

$196.8

10.9%

% Growth

60.7%

18.4%

54.7%

25.8%

11.1%

10.7%

10.9%

11.0%

10.7%

Operating Expenses

Australia

$21.8

$30.5

$30.0

$40.1

$49.3

$54.8

$57.3

$60.3

$63.4

$66.7

% of Revenue

68.7%

59.9%

49.7%

43.0%

42.0%

42.0%

39.7%

37.6%

35.7%

33.9%

Canada

6.9

9.1

9.3

12.5

14.9

16.2

18.7

20.9

23.7

27.7

% of Revenue

21.6%

17.8%

15.3%

13.4%

12.7%

12.4%

12.9%

13.1%

13.4%

14.1%

United Kingdom

0.8

1.7

11.6

26.3

29.2

28.2

29.2

30.8

32.6

34.5

% of Revenue

2.4%

3.4%

19.3%

28.2%

24.9%

21.6%

20.2%

19.2%

18.3%

17.5%

Mobile Segment

--

0.2

1.4

0.7

1.2

2.5

4.2

5.5

7.1

9.1

% of Revenue

0.0%

0.3%

2.3%

0.8%

1.0%

1.9%

2.9%

3.4%

4.0%

4.6%

Corporate

2.2

3.4

3.2

3.4

3.0

4.0

4.2

4.4

4.6

4.9

% of Revenue

6.9%

6.6%

5.2%

3.6%

2.6%

3.1%

2.9%

2.8%

2.6%

2.5%

Total Operating Expenses

$31.6

$44.9

$55.4

$83.1

$97.7

$105.7

$113.6

$121.9

$131.5

$142.7

% of Revenue

99.7%

88.1%

91.8%

89.0%

83.2%

81.0%

78.6%

76.1%

74.0%

72.5%

Adjusted EBITDA¹

$0.1

$6.1

$4.9

$10.3

$19.7

$24.8

$30.9

$38.3

$46.2

$54.1

22.4%

% Margin

0.3%

11.9%

8.2%

11.0%

16.8%

19.0%

21.4%

23.9%

26.0%

27.5%

Capital Expenditures

$3.1

3.3

1.6

1.2

1.6

1.5

1.5

1.5

1.5

1.5

% of Revenue

9.8%

6.5%

2.7%

1.3%

1.4%

1.1%

1.0%

0.9%

0.8%

0.8%

III. Valuation Analysis

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[

10

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12.5% -

14.5% Discount Rate²

3.5% -

4.5% Perp. Growth

Discounted

Cash Flow

Analysis

10.0x –

13.0x

FY2011E Adjusted EBITDA¹

Selected

Transactions

Analysis

9.0x –

11.0x 

CY2011E Adjusted EBITDA¹

Selected Publicly

Traded Companies

Analysis

Commentary

Methodology

Summary Valuation Overview

VALUE PER SHARE

15.0x

13.1x

11.2x

9.3x

7.4x

5.5x

TEV / CY2011E EBITDA¹

16.3x

14.2x

12.1x

10.0x

8.0x

5.9x

TEV / FY2011E EBITDA¹

12.9x

11.3x

9.6x

8.0x

6.3x

4.7x

TEV / FY2012E EBITDA¹

$320.3

$279.5

$238.7

$197.8

$157.0

$116.2

Implied TEV ($mm)

Price Per Share

Notes:

1.

Excludes stock-based compensation. Fiscal year ends June 30

2.

Assumes 25.0% discount rate for Mobile segment

Current Price

(7/27/11):

$11.48

Offer

Price:

$14.00

$11.65

$11.90

$12.60

$16.10

$14.90

$13.80

$8.00

$10.00

$12.00

$14.00

$16.00

$18.00

[

11 ]

Selected Publicly Traded Companies Analysis

Source:

Wall Street research, Company filings, Company model as of June 24, 2011

Notes:

1.

Adjusted for Austereo transaction

2.

Adjusted

for

$750

million

private

placement

of

senior

guaranteed

notes

3.

Adjusted for $610 million private placement of senior notes

As of July 27, 2011

Enterprise Value /

Rev.

Current

% of

Revenue

EBITDA

Growth

(US$ in millions except per share data)

Stock

Price

52 Wk.

High

Market

Value

Enterprise

Value

CY

(2010)

CY+1

(2011)

CY+2

(2012)

CY

(2010)

CY+1

(2011)

CY+2

(2012)

CY

('10-'12)

International Broadcasters

Astral Media Inc.

$38.88

86.1%

$2,219

$2,748

2.88x

2.52x

2.43x

9.0x

8.1x

7.6x

8.9%

Corus Entertainment Inc.

22.44

89.4

1,862

2,473

3.05

2.81

2.70

8.9

7.9

7.6

6.2

Southern Cross Media Group ¹

1.56

60.2

1,111

1,907

2.98

2.77

2.33

9.0

8.6

7.1

13.3

APN News & Media Ltd.

1.29

53.4

782

1,692

1.74

1.45

1.38

7.5

6.7

6.2

12.1

Prime Media Group Limited

0.76

79.8

279

439

1.93

1.53

1.48

9.0

6.6

6.3

14.5

UTV Media plc

2.08

81.0

207

325

1.75

1.64

1.58

7.6

6.9

6.5

5.1

Mean

75.0%

2.39x

2.12x

1.98x

8.5x

7.5x

6.9x

10.0%

Median

80.4

2.41x

2.08x

1.95x

9.0x

7.4x

6.8x

10.5

Radio - U.S.

CC Media Holdings, Inc. ²

$6.87

62.5%

$571

$19,511

3.33x

3.26x

3.23x

11.7x

11.1x

10.5x

1.5%

Entercom Communications Corp.

7.75

56.9

303

952

2.43

2.39

2.27

8.2

8.8

7.7

3.5

Cumulus Media Inc. ³

3.44

59.5

147

754

2.86

NA

NA

8.8

NA

NA

NA

Radio One Inc.

1.53

50.3

85

704

2.52

1.93

1.63

9.5

7.2

5.9

24.3

Emmis Communications Corp.

0.93

42.7

36

552

2.21

NA

NA

15.1

NA

NA

NA

Salem Communications Corp.

3.25

74.2

80

368

1.80

1.67

1.51

7.0

6.7

6.1

9.1

Westwood One Inc.

5.40

46.6

122

265

0.73

NA

NA

25.3

NA

NA

NA

Saga Communications Inc.

34.55

85.4

147

225

1.76

1.74

1.66

6.3

6.7

6.1

3.0

Beasley Broadcast Group Inc.

4.05

43.4

93

221

2.26

NA

NA

8.4

8.2

NA

NA

Mean

57.9%

2.21x

2.20x

2.06x

11.2x

8.1x

7.3x

8.3%

Median

56.9

2.26x

1.93x

1.66x

8.8x

7.7x

6.1x

3.5

Overall Mean

64.8%

2.28x

2.16x

2.02x

10.1x

7.8x

7.1x

9.2%

Overall Median

60.2

2.26x

1.93x

1.66x

8.9x

7.6x

6.5x

8.9

Global Traffic Network Inc.

$11.48

82.9%

$229

$188

1.79x

1.49x

1.39x

10.9x

8.8x

6.2x

13.7%

[

12 ]

Selected Publicly Traded Companies Analysis (cont’d)

Notes:

1.

Adjusted for Austereo transaction

2.

Adjusted for $750 million private placement of senior guaranteed

notes

3.

Adjusted for $610 million private placement of senior notes

4.

CY2012 revenue and EBITDA adjusted as follows: Q3-Q4 FY2012 plus estimated 1H FY2013 proportionate to 1H FY2012 performance

As of July 27, 2011

Revenue

EBITDA

Growth (%)

EBITDA Margin (%)

(US$ in millions except per share data)

CY

(2010)

CY+1

(2011)

CY+2

(2012)

CY

(2010)

CY+1

(2011)

CY+2

(2012)

Rev.

(2012)

EBITDA

(2012)

CY

(2010)

CY+1

(2011)

CY+2

(2012)

International Broadcasters

Astral Media Inc.

$953

$1,090

$1,130

$306

$338

$361

3.7%

6.8%

32.1

31.0

31.9

Corus Entertainment Inc.

811

879

915

277

312

324

4.1

4.0

34.1

35.5

35.4

Southern Cross Media Group

¹

639

689

820

211

221

269

19.0

21.8

33.0

32.1

32.8

APN News & Media Ltd.

972

1,167

1,223

224

252

274

4.7

8.8

23.1

21.6

22.4

Prime Media Group Limited

227

287

298

49

66

69

3.7

4.3

21.4

23.1

23.3

UTV Media plc

186

198

205

43

47

50

3.4

6.1

23.0

23.6

24.2

Mean

6.4%

8.6%

27.8%

27.8%

28.3%

Median

3.9

6.5

27.6

27.3

28.1

Radio -

U.S.

CC Media Holdings

, Inc. ²

$5,866

$5,979

$6,045

$1,664

$1,754

$1,859

1.1%

6.0%

28.4

29.3

30.8

Entercom Communications Corp.

391

398

419

116

108

123

5.2

14.0

29.7

27.2

29.5

Cumulus Media Inc

. ³

263

NA

NA

85

NA

NA

NA

NA

32.4

NA

NA

Radio One Inc.

280

365

433

74

98

120

18.7

22.6

26.6

26.7

27.6

Emmis Communications Corp.

250

NA

NA

37

NA

NA

NA

NA

14.6

NA

NA

Salem Communications Corp.

204

220

243

53

55

60

10.4

9.6

25.8

24.8

24.7

Westwood One Inc.

363

NA

NA

10

NA

NA

NA

NA

2.9

NA

NA

Saga Communications Inc.

128

130

136

36

33

37

4.5

9.9

27.8

25.8

27.1

Beasley Broadcast Group Inc.

98

NA

NA

26

27

NA

NA

NA

26.8

NA

NA

Mean

8.0%

12.4%

23.9%

26.8%

27.9%

Median

5.2

9.9

26.8

26.7

27.6

Overall Mean

7.1%

10.4%

25.4%

27.3%

28.1%

Overall Median

4.5

8.8

26.8

26.7

27.6

Global Traffic Network Inc.

4

$104

$126

$135

$17

$21

$30

7.0%

41.6%

16.4%

16.9%

22.3%

[

13 ]

Selected Transactions Analysis

(US$ in millions)

Source:

Company filings, Thomson SDC

Announced

Implied

Implied TEV /

Date

Acquiror

Target

Target Country

Status

TEV

LTM Revenue

LTM EBITDA

04/29/11

Clear Channel Broadcasting

SmartRoute Systems and Metro Networks & TLAC

United States

Completed

$119

NA

NA

01/31/11

Southern Cross Media Group

Austereo Group

Australia

Completed

923

3.3x

9.2x

01/31/11

Cumulus Media

Cumulus Media Partners

United States

Pending

740

3.9x

9.6x

01/19/11

Hubbard Broadcasting

Bonneville Intl Corp Radio Stations

United States

Completed

505

NA

NA

12/17/10

Cumulus Media

Citadel Broadcasting

United States

Pending

2,427

3.3x

9.7x

03/01/10

MSD, Oaktree

GAP Radio Broadcasting

United States

Completed

120

NA

11.4x

Mean

$806

3.5x

10.0x

Median

623

3.3x

9.7x

[

14

]

Discounted Cash Flow Analysis

Source:

Company model as of June 24, 2011

Note:        Sensitivity analysis does not sensitize Mobile discount rate of 25%

1.

Excludes stock-based compensation

IMPLIED ENTERPRISE VALUE ($MM)

IMPLIED PRICE PER SHARE

IMPLIED TERMINAL MULTIPLE

IMPLIED TEV / FY 2012 ADJUSTED EBITDA1

($ in millions, except per share data)

Discounted Cash Flows

UK, Australia and Canada Segment (13.5% Discount Rate)

Mobile (25% Discount Rate)

Total Discounted Cash Flows

Total Enterprise Value

Net Debt (6/30/11)

Total Equity Value

Diluted Shares Outstanding

Price Per Share

Implied TEV / FY2012E Adjusted EBITDA¹

Fiscal Year Ended June 30,

Term. Value

2012E

2013E

2014E

2015E

2016E

@ 4.0% perp.

$12.8

$14.3

$16.0

$17.3

$16.0

$158.4

(0.9)

(0.4)

0.2

0.6

0.9

4.0

$11.9

$13.9

$16.1

$17.9

$16.9

$162.5

$239.3

(41.7)

$280.9

20.0

$14.03

9.7x

Discount

Perpetuity Growth Rate

Rate

3.0%

3.5%

4.0%

4.5%

5.0%

11.5%

11.1x

11.7x

12.3x

13.0x

13.7x

12.5%

10.0x

10.4x

10.8x

11.3x

11.9x

13.5%

9.0x

9.3x

9.7x

10.1x

10.5x

14.5%

8.2x

8.5x

8.7x

9.0x

9.4x

15.5%

7.5x

7.7x

8.0x

8.2x

8.5x

Discount

Perpetuity Growth Rate

Rate

3.0%

3.5%

4.0%

4.5%

5.0%

11.5%

6.7x

7.2x

7.7x

8.3x

8.9x

12.5%

6.0x

6.4x

6.8x

7.3x

7.8x

13.5%

5.5x

5.8x

6.1x

6.5x

6.9x

14.5%

5.0x

5.3x

5.5x

5.8x

6.2x

15.5%

4.6x

4.8x

5.1x

5.3x

5.6x

Discount

Perpetuity Growth Rate

Rate

3.0%

3.5%

4.0%

4.5%

5.0%

11.5%

$276.0

$289.1

$303.9

$320.8

$340.3

12.5%

246.4

256.5

267.7

280.4

294.7

13.5%

222.6

230.5

239.3

249.0

259.9

14.5%

203.0

209.3

216.3

224.0

232.5

15.5%

186.5

191.7

197.4

203.6

210.3

Discount

Perpetuity Growth Rate

Rate

3.0%

3.5%

4.0%

4.5%

5.0%

11.5%

$15.83

$16.47

$17.20

$18.03

$18.98

12.5%

14.38

14.88

15.43

16.04

16.75

13.5%

13.21

13.60

14.03

14.51

15.04

14.5%

12.25

12.56

12.90

13.28

13.70

15.5%

11.44

11.70

11.98

12.28

12.61

IV. Other Perspectives

*

*

*

*

*

*

*

*

*

*

*

*

*

*

*

[

16 ]

Premiums Paid Analysis

1-DAY PRIOR

July 26, 2011

1-WEEK PRIOR

July 20, 2011

1-MONTH PRIOR

June 27, 2011

GNET

SHARE PRICE

$11.65

$11.98

$11.45

MEDIAN

SHARE PRICE

PREMIUM¹

(ALL M&A)

33.7%

37.6%

40.6%

MEDIAN

SHARE PRICE

PREMIUM2

(LBO ONLY)

23.8%

27.2%

29.3%

IMPLIED

SHARE PRICE

(ALL M&A)

$15.58

$16.48

$16.10

IMPLIED

SHARE PRICE

(LBO ONLY)

$14.42

$15.24

$14.80

Source:

SDC Platinum

Notes:

1.

Based on all announced & closed M&A transactions since January 1, 2008 with transactions values between $100 million and $1 billion and where 100% of the target equity was acquired.

Analysis

excludes

financials,

energy,

real

estate

and

government

industries

2.

Based on all announced & closed leveraged buyouts since January 1, 2008 with transactions values between $100 million and $1 billion and where 100% of the target equity was acquired.

Analysis

excludes

financials,

energy,

real

estate

and

government

industries

[

17

]

GNET Equity Research Summary

ANALYST RECOMMENDATIONS AND FORECAST

Source:

Company model as of June 24, 2011

($ in millions, except per share data)

Date of

Price

Revenue

EBITDA

Firm

Analyst

Recommendation

Price Target

Target

FY2011E

FY2012E

FY2011E

FY2012E

Noble Financial

Michael Kupinski

Buy

5/19/11

$16.00

$111.2

$117.7

$17.6

$21.1

Dougherty & Company

Richard Ryan

Buy

5/16/11

15.25

112.8

123.0

16.0

22.8

Discovery Investment Research

Jim Gentrup

Buy

5/19/11

15.00

112.6

121.4

17.6

22.1

The Robins Group

NA

Buy

5/17/11

15.00

NA

NA

NA

NA

Feltl and Company

Mark Smith

Buy

6/14/11

14.00

112.8

126.5

15.9

22.3

Imperial Capital

Anil Gupta

Buy

5/18/11

14.00

111.7

123.0

15.7

22.2

21st Century Equity Research

Mark Zinski

Buy

5/13/11

13.50

111.0

126.0

17.0

25.5

Collins Stewart

Thomas Egan

Buy

5/13/11

8.00

NA

NA

NA

NA

Mean

$13.84

$112.0

$122.9

$16.6

$22.7

Median

14.50

112.2

123.0

16.5

22.3

Management Internal Estimates

$117.4

$130.4

$19.7

$24.8

[

18 ]

DOUGHERTY & COMPANY

GNET Equity Research –

Selected Commentary

NOBLE FINANCIAL

DISCOVERY INVESTMENT RESEARCH

FELTL & COMPANY

Price Target of $16.00

Highlights

—“Management provided a very positive update on the progress of its

new Mobile Alerts business in North America. The company has

approximately 80K subscribers to [the] mobile application and has set

the goal of achieving 1 million downloads by the end of fiscal year

2012“

Risks

—

“Management

believes

that

its

Sales

force

“dropped

the

ball”

and

did

not react quickly enough to replace the business [lost in Australia]”

Price Target of $15.25

Highlights

—

“Management indicated the lower Australian results were a blip, and

customers have come back with their advertising spending. April

results were strong, but bookings so far for May and June are slightly

below last year”

Risks

—

“There are significant risks and uncertainties involving [Mobile

Traffic

Network.]

There

is

also

no

assurance

that

the

technology

will

work as planned or that its application for patent protection will be

granted”

Price Target of $15.00

Highlights

—

“Much progress was made in the Global Alert Network segment

during the quarter. The Company appears close to obtaining

certification for Apple’s iPhone. GAN is now broadcasting approx.

5,000 traffic reports on a daily basis“

Risks

—

“Advertising rates increased to $135 per spot in Australia (vs. $130

last year), but the sell-out ratio dropped to 76%. It appears as though

the Company did not resort to offering discounts to book unused

inventory”

Price Target of $14.00

Highlights

—

“We think the functionality of the GAN App is better than we had

previously expected. Following each alert and advertisement listeners

are asked to touch the “call”

button or “URL”

button to be connected

to the advertiser via phone or their website. We think this makes the

advertisements more valuable to the advertiser”

Risks

—

“GNET has a limited history of providing its services outside of

Australia. Management intends to expand into additional

international markets and its inexperience in those markets increases

the risk that international expansion might not be successful”

[

19 ]

21st CENTURY EQUITY RESEARCH

GNET Equity Research –

Selected Commentary

(cont’d)

IMPERIAL CAPITAL

Price Target of $14.00

Highlights

—

“Unexpected weakness in Australia appears to be temporary.

According to Commercial Radio Australia, industry revenue growth

in the country’s top 5 markets was flat in March 2011, consistent

with GNET’s decline, suggesting [the decline] was an industry-wide

issue and not company specific”

Risks

—

“Because of the high concentration of advertising inventory in

[Australia, Canada, and the United Kingdom,] a loss of a key

supplier could severely impact top-line results”

Price Target of $13.50

Highlights

—

“The Company is near monetizing its new Mobile Alert product

which delivers hands-free traffic and weather updates to motorists via

mobile phones. The Company has accumulated a subscriber base of

80,000 users within a short period. The Company’s stated goal is to

achieve a subscriber base of 1 million“

Risks

—

“Q3 EPS of ($.01) missed our estimate of $.06 due primarily to lower

than expected sales and operating performance in Australia. Despite

the relatively strong Australian economy (e.g. 4.9% unemployment)

cautious consumer spending negatively impacted retailers and hence

advertising spending”

[

20 ]

Leveraged Buyout Analysis

CAPITALIZATION SUMMARY

TOTAL SOURCES AND USES

Source:

Company model as of June 24, 2011

Notes:

1.

FY 2011E Adjusted EBITDA of $19.7mm plus $1.1mm of public company costs.  Does not include non-cash compensation

2.

FY 2016E Adjusted EBITDA of $54.1mm plus $1.1mm of public company costs. Does not include non-cash compensation

3.

Statistics from FY 2011 projected financials and assume full year interest expense on pro forma debt structure

Key Assumptions include: $14.00 per share offer price, 5.0x initial leverage based on FY 2011E Adjusted EBITDA¹, and a 7.0x exit

multiple based on FY 2016E Adjusted EBITDA²

($ in millions)

Cum. Mult. Of

Total Sources

Adj. EBITDA¹

$

%

Excess Cash on Balance Sheet

$31.7

11%

New Revolver ($25mm)

0.0x

--

--%

New First Lien Term Loan

2.9x

60.0

21%

New Second Lien Term Loan

4.8x

40.0

14%

Sponsor Equity

12.4x

158.2

55%

Total Sources

12.4x

$289.9

100%

Total Uses

$

%

Purchase Price of Equity

$280.3

97%

Financing Fees

3.8

1%

Transaction Expenses

5.8

2%

Total Uses

$289.9

100%

Pro Forma

Fiscal Year Ended June 30,

($ in millions)

Rate

Q4 2011E3

2012E

2013E

2014E

2015E

2016E

Cash

$10.0

$10.0

$10.0

$10.0

$10.0

$27.8

New Revolver

L + 500 bps / L Floor 150bps

--

--

--

--

--

--

New First Lien Term Loan

L + 500 bps / L Floor 150bps

60.0

48.0

31.1

8.1

--

--

New Second Lien Term Loan

L + 850 bps / L Floor 150bps

40.0

40.0

40.0

40.0

17.4

--

Total Debt

$100.0

$88.0

$71.1

$48.1

$17.4

$--

Net Debt

$90.0

$78.0

$61.1

$38.1

$7.4

($27.8)

Leverage Statistics

Total Debt / Adjusted EBITD

4.8x

3.4x

2.2x

1.2x

0.4x

NM

Net Debt / Adjusted EBITDA

4.3x

3.0x

1.9x

1.0x

0.2x

NM

Coverage Statistics

Adj EBITDA / Interest Expense

2.6x

3.4x

4.7x

6.4x

12.1x

45.5x

Adj EBITDA - Capex / Interest Expense + Mandatory Amortization

2.2x

2.9x

4.1x

5.6x

10.2x

44.3x

Paydown Statistics

Cumulative Total Debt Paydown ($)

$--

$12.0

$28.9

$51.9

$82.6

$100.0

Cumulative Total Debt Paydown (%)

--

12.0%

28.9%

51.9%

82.6%

100.0%

Sponsor Cash Flow & Return @ 7.0x exit multiple

($158.2)

$--

$--

$--

$--

$413.6

Sponsor IRR

21.2%

[

21 ]

Leveraged Buyout Sensitivity Analysis

Assumes 5.0x initial leverage based on FY 2011E Adjusted EBITDA¹

Source:

Company model as of June 24, 2011

Note:

1.

FY2011E

Adjusted

EBITDA

of

$19.7mm

plus

$1.1mm

of

public

company

costs.

Does

not

include

non-cash

compensation

OFFER

($ in millions, except per share data)

PRICE

Purchase Price

$13.50

$14.00

$14.50

Transaction Value

$279.6

$289.9

$300.2

Percent Existing Cash

11.3%

10.9%

10.5%

Percent Debt

35.8%

34.5%

33.3%

Percent Equity

52.9%

54.6%

56.1%

6.0x Exit Multiple

Sponsor IRR

19.3%

17.8%

16.3%

Sponsor MOIC

2.4x

2.3x

2.1x

7.0x Exit Multiple

Sponsor IRR

22.8%

21.2%

19.7%

Sponsor MOIC

2.8x

2.6x

2.5x

8.0x Exit Multiple

Sponsor IRR

25.9%

24.2%

22.7%

Sponsor MOIC

3.2x

3.0x

2.8x

Appendix: Supplemental Valuation Materials

*

*

*

*

*

*

*

*

*

*

*

*

*

*

*

[

23

]

Discounted Cash Flow Analysis –

Segment Valuation

Source:

Company model as of June 24, 2011

Note:

1.

Excludes stock-based compensation

UK, Australia and Canada Segments

13.5% Discount Rate

4.0% Perpetuity Growth Rate

Fiscal Year Ended June 30,

($ in millions)

2012E

2013E

2014E

2015E

2016E

Term. Value

Adjusted EBITDA¹

$25.8

$31.4

$37.8

$44.2

$50.2

$50.2

Less: Depreciation & Amortization

(5.8)

(5.2)

(4.9)

(5.1)

(5.3)

(1.5)

Less: Non-Cash Compensation

(1.7)

(1.9)

(2.1)

(2.3)

(2.4)

(2.4)

EBIT

$18.3

$24.3

$30.8

$36.9

$42.5

$46.3

Less: Income Tax Expense

(7.0)

(9.0)

(10.3)

(11.4)

(15.7)

(16.8)

NOPAT

$11.2

$15.3

$20.4

$25.5

$26.7

$29.5

Plus: Depreciation & Amortization

$5.8

$5.2

$4.9

$5.1

$5.3

$1.5

Less: Capital Expenditures

(1.5)

(1.5)

(1.5)

(1.5)

(1.5)

(1.5)

Less: Increase in Working Capital

(1.8)

(1.7)

(1.9)

(2.2)

(2.2)

(2.2)

Unlevered Free Cash Flow

$13.7

$17.3

$21.9

$26.9

$28.3

$27.3

Perpetuity Growth Rate

4.0%

Terminal Value

$298.5

Discount Rate (WACC)

13.5%

Discounted Cash Flows

$12.8

$14.3

$16.0

$17.3

$16.0

$158.4

Total Segment Enterprise Value

$234.9

[

24

]

Discounted Cash Flow Analysis –

Segment Valuation (cont’d)

Source:

Company model as of June 24, 2011

Note:

1.

Excludes stock-based compensation

Mobile Segment

25% Discount Rate

4.0% Perpetuity Growth Rate

Fiscal Year Ended June 30,

($ in millions)

2012E

2013E

2014E

2015E

2016E

Term. Value

Adjusted EBITDA¹

($1.0)

($0.5)

$0.5

$2.0

$3.8

$3.8

Less: Depreciation & Amortization

--

--

--

--

--

--

Less: Non-Cash Compensation

--

--

--

--

--

--

EBIT

($1.0)

($0.5)

$0.5

$2.0

$3.8

$3.8

Less: Income Tax Expense

--

--

(0.2)

(0.7)

(1.3)

(1.3)

NOPAT

($1.0)

($0.5)

$0.3

$1.3

$2.5

$2.5

Plus: Depreciation & Amortization

$--

$--

$--

$--

$--

$--

Less: Capital Expenditures

--

--

--

--

--

--

Less: Increase in Working Capital

--

--

--

--

--

--

Unlevered Free Cash Flow

($1.0)

($0.5)

$0.3

$1.3

$2.5

$2.5

Perpetuity Growth Rate

4.0%

Terminal Value

$12.3

Discount Rate (WACC)

25.0%

Discounted Cash Flows

($0.9)

($0.4)

$0.2

$0.6

$0.9

$4.0

Total Segment Enterprise Value

$4.4

[

25

]

Contact Information

Moelis & Company LLC is a U.S.-registered broker dealer and a member of FINRA & SIPC.

Moelis & Company LLC

399 Park Ave., 5th Floor

New York, NY 10022

Tel:  (212) 883-3800

1999 Avenue of the Stars

Suite 1900

Los Angeles, CA 90067

Tel:  (310) 443-2300