#1A+ Adobe . *** *** *** macromedia® . Filed by Adobe Systems Incorporated Pursuant to Rule 425 Under the Securities Act of 1933 The following presentation was posted on Adobe Systems Incorporated's internal website on June 15, 2005: 1 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Macromedia, Inc. Commission File No. of Subject Company: 000-22688 Adobe Systems Confidential & Macromedia Confidential#2A+macromedia Adobe Sign Close Integration 101 and Macromedia Business Overview June 3, 2005 Adobe Systems Coandential & Macromedia Condential#3Agenda ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody • Structure & process - Jim Briody Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A I A+ 0 Adobe macromedia Adobe Systems Coandential & Macromedia Condential 3#4Agenda Adobe • Welcome -Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody ▪ Structure & process - Jim Briody ▪Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A I A+macromedia Adobe Systems Coandential & Macromedia Condential#5First Principles for Integration Planning Decisions & Behavior Guidelines Maintaining sales & revenue momentum is the single most critical priority Operational efficiency and opex is the second most important objective, but should not interfere with sales & revenue momentum Where possible, build a stronger company via infusion of new talent and adoption of more effective processes ▪ Honor customer and partner relationships & commitments wherever possible All employees will be treated with respect & dignity throughout the process A+ 0 Adobe macromedia Decision Making Functional sponsors are responsible for: ▪ Approving decisions for their functional areas Resolving cross- functional issues with other functional sponsors Escalating issues to Bruce & Shantanu, if necessary Adobe Systems Coandential & Macromedia Condential#6Agenda Adobe ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody ▪ Structure & process - Jim Briody ▪ Macromedia overview - Al Ramadan Strategic vision-Shantanu Narayen ▪ Q & A I A+macromedia Adobe Systems Coandential & Macromedla Condential 6#7Regulatory guidelines Adobe ■ Presentation for all employees regarding "gun- jumping" (Breeze presentation) http://macromedia.breezecentral.com/p1191768 7 ▪ Q & A A+macromedia Adobe Systems Coandential & Macromedia Condential 7#8Agenda Adobe ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody ▪ Structure & process - Jim Briody ▪ Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A I A+macromedia Adobe Systems Coandential & Macromedia Condential 8#9Similarities & differences with other deals Adobe HP/CPQ merger was more focused on consolidation and cost structure ▪ Adobe/Macromedia is more about growth Same basic approach to Integration program management structure (this worked very well for HP, JP Morgan/Chase, etc) - ISC-IPO - Functional Teams - Focused SubTeams Actual integration has two major phases: Operational (takes months), Strategic (takes years) ▪ Aldus, Accelio A+macromedia It is important to monitor market dynamics during integration and to change strategy as needed 9 Adobe Systems Coandential & Macromedia Condential#10Agenda Adobe ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody I ▪ Structure & process - Jim Briody ▪ Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A A+macromedia Adobe Systems Coandential & Macromedia Condential 10#11Integration Team Structure Functiona ! Sponsors Integration Functional Teams A + Adobe Integration Steering Committee Shantanu Narayen, Bruce Chizen, Stephen Elop, Karen Cottle, Murray Demo, Theresa Townsley Integration Program Office Adobe John Brennan Jim Briody Functional Team Lead Counterpar Teams & Sub-teams macromedia + Macromedia + Betsey Nelson Functional Team Lead Counterpar t Teams & Sub-teams Functional Team Lead Counterpar Teams & Sub-teams Program Advisor Value Capture Legal Advisor Communicatio HR / Culture Program Mgmt Functional Team Lead Counterpar Teams & Sub-teams Functional Team Lead Counterpar Teams & Sub-teams Adobe Systems Coandential & Macromedia Condential 11#12Integration Program Office Details Adobe Integration Program Office Adobe John Brennan + Jim Briody A+macromedia Macromedia Betsey Nelson Value Capture: Iftikhar Ahmed Communications: Desiree La Maggior & Ray Martinelli HR/Culture: Donna Moms & Ray Martinelli Program Advisors: Webb McKinney Legal Advisors: Ray Campbell & Clint Smith Program Mgmt: Hans Grande & Scott Laminer Sr. Exec Assistant: Lon Gibson Adobe Systems Coandential & Macromedia Condential 12#13Jim Guerard Integration Functional Teams Platform Kevin Lynch Ed Rowe Mobility Naresh Gupta Al Ramadan Suites/SKUs Dave Burkett Beth Davis PLC Digby Homer TBD BU / Eng Systems (Compilation tools, PLC Systems, etc.) Bob Wulff Collaborative Desktop Tom Hale Tom Malloy Rich Intemet Aps Kurt Garbe David Mendels macromedia Marketing Alex Amado Peter Goldie Drew McManus Marketing / Comm Systems (Adobe.com,intanet Salesfield ops Jeff Russakow Mark Viers Scott Larrimer Sales Systems (CRM) g Operations Lisa Bugajski Brian Dudey Dan Brown Brian Dudey IS Janice Sue, Belinda Rodman Finance Iftikhar Ahmed David Mc Donough Sales & Ops Systems (Dem and mgmt, supply chain) Real Estate, Facilities and Security Randy Knox III, Jim Morgensen Finance Systems (BCP, Sox, ACM, ACM Plus, etc.) HR Support / Legal Support for all teams HR Ray Martinelli Donna Morris HR Systems (HRM, etc) Note - teams arranged by key planning functions, not representative of BU structure A + Adobe Legal Elizabeth Hewitt Doryelle Thomas 13 Adobe Systems Condential & Macromedia Condential#14Subteams 1 Marketing Integration Team Structure Adobe.com/ Macromedia.com 7 Instructional Communications Adobe Branding, Advertising & Direct Marketing Collateral, Content, and Localization Process A+macromedia Marketing Integration Team Functional Sponsor: Melissa Dyrdahl Leads: Drew McManus / Penny Wilson Peter Goldie, Alex Amado 3 Public Relations, Analyst Relations 9 Events 13 Solutions & Vertical Markets (Edu & Gov) 4 Internal Communications & Community Relations (10) Research & Analytics (14) Product Marketing / Integrated Marketing 5 Customer Database and Lead Mgmt (11) Anti-Piracy 6 Devebper Relations 12 Field Marketing Adobe Systems Coandential & Macromedia Condential 14#151 Finance Structure Sub Team Lead Quote to Cash Bob Sabra David Bemste in A+ 0 Adobe 2 Procurement to Payment Accounting and Reporting Chris Csubak Mike Strambi macromedia 3 Lead Team Iftikhar Ahmed David McDonough BU Finance Controller Judy Shao Ned Sizer 4 FP&A and Finance Systems Joe Nemeth Ned Sizer 5 Treasury Barbara Hill Michael Strambi IA and SOX Eric Allegaloen David McDonough Adobe Systems Coandential & Macromedia Condential 15#16Operations Structure Adobe Sub teams 1 5 Pricing Supply Chain / Manufacturing and Logistics A+macromedia 6 Operations Team 2 Product Release /Doc Control Lisa Bugajs ki Dan Brown Brian Dudley 9 Serialization 3 Print Services IT Support 4 Corporate Purchasing / Vendor Management Adobe Systems Coandential & Macromedia Condential 16#17Staying informed on integration progress Adobe I ■ Integration Update e-newsletter Integration-specific page on Inside Adobe coming soon ▪ Future KTB Sessions being scheduled • In-depth introduction to current Macromedia products/solutions Integration questions? [email protected] A+macromedia 17 Adobe Systems Coandential & Macromedia Condential#18Agenda Adobe ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody ▪ Structure & process - Jim Briody ▪ Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A I A+macromedia Adobe Systems Coandential & Macromedia Condential 18#19aa Macromedia Overview Al Ramadan EVP & GM, Mobile & Devices#20A Look at Macromedia History Macromedia Today Business Strategy Values and Culture#21Macromedia History Once Upon a Time..#22Macromedia Today Key Statistics Revenues Employees Worldwide Offices (HQ San Franckco) >$400M 1,500 14#23Macromedia History Revenues ($M) by FY 400 300 200 100 0 '93 '94 '95 ¹96 '97 CDROM Industry '98 99 ¹00 '01 '02 '03 '04 '05 Internet Broadband, Mobile, New Experiences Takes Off#24Our Mission Gulfstream LARGE-CABIN LONG-RANGE Gulfstream LARGE-CABIN LONG-RANGE#25Our Mission e 0 Microsoft .net N 8#26Our Mission მიი VA10#27Our Mission Provide the solutions that make great digital experiences possible.#28Market Trends F Rapid expansion in devices capable of great digital experiences . Increasing amount of bandwidth: Broadband 3G Convergence in communication vs. divergence in the range and nature of devices Accelerated pace of richer forms of communication • The importance of brand#29Macromedia Strategy New Revenue Models Salt Solutions f Infrastructure Process Vertical Markets ervices Systems#30The Flash Platform is Everywhere symbia CASIO ACCESS MOBILE DEVICES OPERATING SYSTEMB 14 570 Million Desktops NOKIA Over 100 OEM Licensees PocketPC PLATFORMS OTHER DEVICES Java .net LODGENET MicroFirst TV openty phoenie CorAccess#31Flash Adoption on PCs¹ Penetration Percentage (%) 100 95 90 85 80 75 70 65 60 55 50 45 40 35 30 25 20 15 10 5 0 FLASH 3 FLASH 4 06 09 12 03 06 09 12 03 06 09 1998 199 2000 'NPD North America (June 2004) OTHERS Internet Explorer 6: 77% in 51 months² Windows XP: 65% after 45 months³ Java v1.4.x: 33% after 49 months4 FLASH 5 12 03 06 09 12 03 I 2001 | FLASH 80% in 12 months z Omniture 9/04, PCWorld (E6 8/01) FLASH 6 FLASH 7 * Gartner, MSFT (WinXP 2/01) MAELSTROM 06 09 12 03 06 09 12 03 06 09 12 03 06 09 12 03 06 09 12 2002 T 2003 I 2004 | 2005 | 2006 | *GC Stats, Sun (J2 SE 1.45/29/01)#32Flash Platform Revenue Drivers Tools B کرا Servers 55 macromedia macromedia FLASHMX FLEX 2004 Solutions br macromedia BREEZE Flash Platform FE 6666 60% of FY05 revenue was directly related to the Flash Platform The Flash Platform is the foundation for the Macromedia growth agendas#33Macromedia Business Strategy: Target Markets Designers/Developers Tools, server and client software for building websites and rich internet applications Approximately 80% of total revenue Targets millions of corporate in-house and independent designer/developer professionals . Business Users Products that enable non-technical users to create and deliver information over the web Approximately 10% of total revenue Targets tens of millions of knowledge workers, business decision makers and trainers " Consumers Rich media for cell phones, PDAs and other devices Approximately 10% of total revenue Targets hundreds of millions of consumers thru licensing to telcos and consumer electronics companies . . FLASH DREAMWEAVER STUDIO FLEX BREEZE CONTRIBUTE CAPTIVATE FLASHLITE#34Designers/Developers N Industry Drivers B Commoditization of bandwidth Growth in number of rich Internet experiences Proliferation of rich media advertising Continued growth in web sites and intranet apps Compelling benefits of web based knowledge distribution/collaboration $1,200 $1,0 Web Contre achag Growth 1 millions) $50 $600 $400 Business Users $20 $0 CAGR - 18% Source: IDC 7/03 '0+ '05 'DS קסי M Massive proliferation of consumer devices Smart phones taking off Smartphones Yr EstCAGR-85% 20 450 2000 Consumers 150 0 TH 4 TA #Handhelds shipped worldwide Q Source: WDR 11/0 -#Smartphones Source: Marke Intelligence Center (UIC) 2004 Carriers looking for new revenue sources#35Business Segment Revenue FY04 FY05 Business Users Designers & Developers Consumers Other 6% Growth in Designer/Developer Segment 133% Growth in Business Users Segment 176% Growth in Consumers Segment#36Geographic Segment Revenue FY04 FY05 North America EMEA APAC-ROW ● 6% Growth in North America 28% Growth in EMEA 16% Growth in APAC and ROW#37Values and Culture Values • Leadership - leads through the change and adversity, makes the tough call when needed, motivates and encourages others • Teamwork-meets all team deadlines and responsibilities, listens to others and values opinions, helps team leader to meet goals, welcomes newcomers Focus & Execution-targets and achieves results, sets challenging goals, prioritizes tasks, overcomes obstacles, accepts accountability, Customer Focus-builds customer confidence, is committed to increasing customer satisfaction, assumes responsibility for solving customer problems, ensures commitments to customers are met, solicits opinions and ideas from customers • Integrity & Ethics-deals with others in a straightforward and honest manner, is accountable for actions, maintains confidentiality Culture#38Agenda Adobe ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan Legal commentary - Ray Campbell Integration lessons learned - Jim Briody ▪ Structure & process - Jim Briody ▪ Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A I A+macromedia Adobe Systems Coandential & Macromedia Condential 36#39Strategic Rationale Deliver Compelling Solutions Adobe Creative Professional MX Adobe® Type Library A+macromedia® Digital Imaging & Video Adobe After Effects&s Photoshop elements Adobe Premiere Pro Enterprise macromedia FLEX Adobe LiveCycle Business User br macromedia BREEZE Industry Defining Technology Platforms PDF Emerging Businesses macromedia macromedia FLASHCAST FLASHLITE 189995 اگر محرک GRA impedir 1099300 Adobe Stock Photos Adobe Systems Confidential & Macromedia Condential 8#40Agenda Adobe ▪ Welcome - Jim Briody ▪ Kickoff - John Brennan ▪ Legal commentary - Ray Campbell Integration lessons learned - Jim Briody ▪ Structure & process - Jim Briody ▪ Macromedia overview - Al Ramadan Strategic vision - Shantanu Narayen ▪ Q & A I A+macromedia Adobe Systems Coandential & Macromedia Condential 9 4.0#41A+ 0 Adobe Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as "expect," "estimate," project," "budget," "forecast," "anticipate," "intend," "plan" "may," "will," "could," "should,"believes," "predicts," "poten-tial" "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this presentation include, without limitation, forecasts of market growth, future revenue, benefits of the proposed merger, expectations that the merger will be accretive to Adobe's results, future expectations concerning available cash and cash equivalents, Adobe's expectations with respect to future stock repurchases following the merger, including the timing and amount of such repurchases, and other matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this presentation. Such risk factors include, among others: difficulties encountered in integrating merged businesses; uncertainties as to the timing of the merger; approval of the transaction by the stockholders of the companies; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the proposed merger; and whether the companies can successfully develop new products and the degree to which these gain market acceptance. Actual results may differ materially from those contained in the forward-looking statements in this presentation. Additional information concerning these and other risk factors is contained in Adobe's and Macromedia's most recently filed Forms 10-K and 10-Q. 41 Adobe and Macromedia undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this presentation. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All forward-looking statements are qualified in their entirety by this cautionary statement. macromedia Adobe Systems Coandential & Macromedia Condential#42I Adobe I ■ Additional Information and Where to Find It Adobe Systems Incorporated intends to file a registration statement on Form S-4, and Adobe and Macromedia, Inc. intend to file a related joint proxy statement/prospectus, in connection with the merger transaction involving Adobe and Macromedia. Investors and security holders are urged to read the registration statement on Form S-4 and the related joint proxy/prospectus when they become available because they will contain important information about the merger transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Adobe by contacting Adobe Investor Relations at 408-536-4416. Investors and security holders may obtain free copies of the documents filed with the SEC by Macromedia by contacting Macromedia Investor Relations at 415- 252-2106. A+macromedia 42 Adobe, Macromedia and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Adobe and Macromedia in connection with the merger transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the joint proxy statement/prospectus of Adobe and Macromedia described above. Additional information regarding the directors and executive officers of Adobe is also included in Adobe's proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on March 14, 2005. Additional information regarding the directors and executive officers of Macromedia is also included in Macromedia's proxy statement for its 2004 Annual Meeting of Stockholders, which was filed with the SEC on June 21, 2004 and Macromedia's proxy statement for a Special Meeting of Stockholders, which was filed with the SEC on October 6, 2004. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at Adobe and Macromedia as described above. Adobe Systems Coandential & Macromedia Condential#43AⓇ Adobe Adobe + macromedia® A+macromedia Adobe Systems Coandential & Macromedia Condential 43