IMPEDIMED LIMITED — AGM Information 2011

Oct 6, 2011

ImpediMed Limited

ABN 65 089 705 144

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Notice of Annual General Meeting

Tuesday 8 November 2011 11.00 am (Brisbane time) Tattersalls Club 215 Queen Street (Corner of Edward Street) Brisbane, Queensland Australia

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Part 1: Notice of Annual General Meetin g

The Annual General Meeting of Members of ImpediMed Limited will be held at Tattersalls Club, 215 Queen Street (corner of Edward Street), Brisbane, Queensland, Australia on Tuesday 8 November 2011 commencing at 11.00 am (Brisbane time).

The Annual Report is available on our website for viewing if you have elected not to receive a hard copy. Our website address is www.impedimed.com.au

Ordinary business

Item 1 – Annual financial report, Directors’ report and Auditor’s report

To receive and consider the annual financial report of the Company, together with the Directors’ report and Auditor’s report, for the year ended 30 June 2011.

Item 2 – Election of Directors

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions :

a. That Melvyn Bridges, a Director retiring by rotation in accordance with rule 16.1 of the Constitution and being eligible, be re-elected as a Director. b. That Martin Kriewaldt, a Director retiring by rotation in accordance with rule 16.1 of the Constitution and being eligible, be re-elected as a Director.

Item 3 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as an advisory only resolution :

That the Remuneration Report for the year ending 30 June 2011 be adopted.

Special business

Item 4 – Approval of previous share placement

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

That, for all purposes, Members approve the issue of 14,300,000 Shares to the parties, for the purposes and on the terms set out in the Explanatory Statement.

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The above resolution has been proposed to satisfy the requirements of Listing Rule 7.4. The Explanatory Statement sets out the information required under Listing Rule 7.5.

Item 5 – Approval of issue of options to Greg Brown

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That, for all purposes, Members approve the issue to Greg Brown, Managing Director and Chief Executive Officer of the Company, of 230,000 options, the terms and conditions of which are summarised in the Explanatory Memorandum.

The above resolution has been proposed to satisfy the requirements of Listing Rule 10.11 and the Explanatory Memorandum sets out the information required under Listing Rule 10.13.

Voting exclusion statement

The Company will disregard any votes cast on:

• Items 3 and 5 by any member of Key Management Personnel of the Group or any Closely Related Party of such a member;

• Item 4 by any person who participated in the issue of the Placement Shares; and

• Item 5 by Greg Brown and any of his associates.

However, the Company need not disregard a vote if it is cast:

• by a person as proxy for a person who is entitled to vote (in accordance with the directions on the proxy form); or

• by the person chairing the meeting as proxy for a person who is entitled to vote (in accordance with a direction on the proxy form to vote as the proxy decides).

Please refer to the important information about the appointment of proxies below.

Other information

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

Proxies

Please note that:

• (a) a Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

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• (b) a proxy need not be a Member of the Company;

• (c) a Member may appoint a body corporate or an individual as its proxy;

• (d) a body corporate appointed as a Member’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Member’s proxy; and

• (e) Members entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms. If a Member appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of the appointment of corporate representative should be completed and lodged in the manner specified below.

If proxy holders vote on a poll, they must vote all directed proxies as directed. Any directed proxies which are not voted on a poll will automatically default to the chairman of the Meeting, who must vote the proxies as directed.

Proxy forms must be lodged by 11.00 am (Brisbane time) on 6 November 2011.

Important information concerning proxy votes on Items 3 and 5

The Corporations Act now places certain restrictions on the ability of Key Management Personnel (including the Chairman of the Meeting) and their Closely Related Parties to vote on Items 3 and 5, including where they are voting as proxy for another Member.

To ensure that your votes are counted, you are encouraged to direct your proxy as to how to vote on Items 3 and 5 by indicating your preference by completing any of the ‘For’, ‘Against’ or ‘Abstain’ boxes on the proxy form.

The Chairman intends to vote all undirected proxies in favour of Items 3 and 5.

If you appoint the Chairman of the Meeting as your proxy but you do not direct the Chairman how to vote in respect of Items 3 and 5, you will be directing the Chairman to vote in favour of Items 3 and 5 and the Chairman will vote in this way, even though Items 3 and 5 are connected with the remuneration of Key Management Personnel.

Corporate representatives

Any:

• corporate Member; or

• corporate proxy appointed by a Member,

which has appointed an individual to act as its corporate representative at the Annual General Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry, Link Market Services, in advance of the Annual General Meeting or handed in at the Annual

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General Meeting when registering as a corporate representative. An Appointment of Corporate Representative form is available by contacting the Company’s share registry, Link Market Services, on 1300 554 474 (within Australia) or +61 2 8280 7454 (outside Australia).

If you have any queries on how to cast your votes, please call the Company’s share registry, Link Market Services, on 1300 554 474 (within Australia) or +61 2 8280 7454 (outside Australia).

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 , the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Members as at 11.00 am (Brisbane time) on 6 November 2011. Accordingly, transactions registered after that time will be disregarded in determining Members’ entitlements to attend and vote at the Annual General Meeting.

By order of the Board of Directors

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Stephen Denaro Company Secretary

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Part 2: Ex lanator Statement p y

1 Introduction

This Explanatory Statement has been prepared for the information of Members in connection with the resolutions to be considered by them at the Annual General Meeting to be held at Tattersalls Club, 215 Queen Street (corner of Edward Street), Brisbane, Queensland, Australia on Tuesday 8 November 2011 commencing at 11.00 am (Brisbane time).

The purpose of this Explanatory Statement is to provide Members with the information known to the Company that the Board considers material to their decision on whether to approve the resolutions in the accompanying Notice. This document is important and should be read in conjunction with all of the information contained in this booklet, including the Notice.

Capitalised terms in this Explanatory Statement are defined in the Glossary in Section 4.

2 Ordinary business

Item 1 - Annual financial report and Directors’ and auditor’s reports

The first item of business of the Annual General Meeting is to receive and consider the financial report, together with the Directors’ and Auditor’s reports, for the year ended 30 June 2011.

No resolution is required for this item of business. However, as a Member, you may submit a written question to the auditor prior to the Annual General Meeting provided that the question relates to:

• the content of the auditor’s report; or

• the conduct of the audit in relation to the financial report.

All written questions must be received by the Company no later than five business days prior to the meeting.

All questions must be sent to the Company and may not be sent direct to the auditor. The Company will then forward all questions to the auditor.

The auditor will be attending the Annual General Meeting and will answer written questions submitted prior to the meeting.

The auditor will also be available to answer questions from Members relevant to:

• the conduct of the audit;

• the preparation and content of the auditor’s report;

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• the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

Item 2 - Election of Directors

The second item of business of the Annual General Meeting relates to the election of Directors.

Rule 16.1 of the Constitution provides that at every Annual General Meeting of the Company one third of the Directors, other than the managing Director, must retire from office. If the number of Directors is not a multiple of three, rule 16.1 requires that that number of Directors nearest to, but not less than, one third of the Directors (other than the managing Director) must retire from office.

The election of each candidate must be considered and voted on as a separate resolution. Set out below are details of each resolution and of each candidate, together with the recommendation of the Board.

Resolution 1 - Re-election of Melvyn Bridges B.Sc FAICD – Chairman

In accordance with rule 16.1, Melvyn Bridges will retire at the Annual General Meeting and being eligible, has offered himself for re-election.

Mel Bridges is a shareholder and co-founder of ImpediMed. Through his founding shareholding and subsequent investments in the Company, he holds approximately 3% of the ordinary shares on issue. He has over 30 years of international business experience in the healthcare industry. Presently, he is Chairman of ImpediMed and its Nomination Committee and serves on the Remuneration Committee and the Audit Committee. Mr Bridges is also Chairman of ASX listed company Alchemia Limited and newly appointed Chairman of Leaf Energy Limited (formerly known as AquaCarotene Limited). He is a non-executive Director of Benitec Limited, Tissue Therapies Limited and Campbell Brothers Limited.

Mr Bridge’s areas of experience include the medical biotechnology industry, ASX listed companies, investor relations, mergers and acquisitions and corporate governance and he is a former CEO of several companies.

The Directors, with Mr Bridges abstaining, unanimously recommend that Mr Bridges be re-elected as a Director.

Resolution 2 - Re-election of Martin Kriewaldt BA LLB(Hons) FAICD – Non-executive Director

In accordance with rule16.1 of the Constitution, Martin Kriewaldt, Chairman, will retire at the Annual General Meeting and being eligible, has offered himself for re-election.

Martin Kriewaldt chairs the Company’s Remuneration Committee and serves on the Audit Committee and Nomination Committee. Mr Kriewaldt is a nonexecutive Director of ASX listed Oil Search Limited, Macarthur Coal Limited and BrisConnection Unit Trusts. Martin is a former partner of a law firm Allen

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Allen and Hemsley (now Allen Arthur Robinson), specialising in banking and insurance law.

Mr Kriewaldt’s areas of experience include legal, ASX listed companies, chairman of remuneration, audit, risk, environment, sustainability and investment committees, corporate governance and contracts.

The Directors, with Mr Kriewaldt abstaining, unanimously recommend that Mr Kriewaldt be re-elected as a Director.

Item 3 - Remuneration Report

Shareholders are entitled to vote on the question whether the Remuneration Report as contained in the Annual Report is adopted.

Shareholders should note that Item 3 is an “advisory only” resolution which does not bind the Directors or the Company.

However, recent changes to the Corporations Act provide that if 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings, shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the company’s directors (other than the managing director) who were in office at the date of the approval of the applicable directors’ report must stand for reelection.

Following consideration of the Remuneration Report, the Chair will give Members a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

3 Special business

Item 4 – Approval of previous share placement

On 17 December 2010, ImpediMed issued 14,300,000 Shares at 70 cents each to raise $10,010,000.

The Placement Shares were issued to “professional” and “sophisticated” investors (as defined in the Corporations Act) introduced by Wilson HTM Corporate Finance Limited and RBS Morgans.

Listing Rule 7.1 imposes a limit on the number of equity securities (eg shares or options to subscribe for shares) which a company can issue without shareholder approval. In general terms, the limit is that a company may not without shareholder approval, in any 12 month period, issue equity securities which are more than 15% of:

• the number of fully paid ordinary shares on issue 12 months before the issue; plus

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• the number of fully paid ordinary shares issued in that 12 month period under an exception contained in Listing Rule 7.2 or with shareholder approval.

Listing Rule 7.4 states that an issue by a company of equity securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1, if the issue did not breach Listing Rule 7.1 when made and the company’s members subsequently approve it.

The Company was not required to obtain Member approval under the Listing Rules (or otherwise) for the issue of the Placement Shares. However, if the Company does not subsequently obtain Member approval of the issue under Listing Rule 7.4 it will reduce the number of additional equity securities the Company can issue in the 12 month period following the issue. This restriction would reduce the Company’s ability to raise additional capital by issuing equity securities during that period.

Under Item 4, the Company seeks approval from Members for, and ratification of, the issue of the Placement Shares.

The Placement Shares are fully paid ordinary shares which rank equally in all respects with the Shares.

The funds were raised to provide general working capital and to support market development in the United States for the breast cancer lymphoedema market, particularly in relation to the adoption of the L-Dex U400[®] device by United States breast surgeons and oncologists and the development of its next generation device, the UB500, for assisting in the clinical assessment of unilateral and bilateral lymphoedema of the arms and legs.

The Board believes that the ratification of the issue of the Placement Shares is beneficial for the Company. The Board recommends Members vote in favour of Item 4 as it allows the Company to ratify the issue of the Placement Shares and retain the flexibility to issue the maximum number of equity securities permitted under Listing Rule 7.1 without Member approval.

Item 5 – Approval of issue of options to Greg Brown

The Listing Rules require that the approval of Members be obtained for an issue of securities (including Options) to any related party of the Company (including a Director). Approval is requested under Listing Rule 10.11. If approval is given under that rule, it is not required under Listing Rule 7.1 (which is discussed above in item 4 above).

The Board has resolved, subject to Member approval being obtained, to grant 230,000 Options to Greg Brown (to subscribe for 230,000 shares). The Options will be issued for no consideration and will each have an exercise price of $0.60.

Options totalling 150,000 are proposed to be issued in recognition of Mr. Brown’s performance in the financial year ending 30 June 2012 and will vest in three equal tranches annually at 30 June 2012, 2013 and 2014.

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Options totalling 80,000 are proposed to be issued in recognition of Mr Brown’s performance in the period 1 July 2011 to 31 December 2013 and will vest in three equal tranches each 31 December 2011, 2012 and 2013.

These Options will be granted on the same terms on which Options are granted under the Company’s option plans to employees except for a higher exercise price. If approved by Members, the Options will be granted within one month after the date of the Annual General Meeting.

Any funds raised on the exercise of the Options will be used for working capital.

The Directors, with Mr. Brown abstaining, recommend that Members vote in favour of Item 5.

Background to Company’s Share and Option Plans

The Company wishes to provide the following additional information in relation to its employee incentive plans to assist Members in understanding this CEO grant (as to quantum, terms and conditions) as it is in concert with the Company’s employee option plans.

The Company has a number of option plans which are used to provide part of the total remuneration of the Company’s employees and consultants. These plans were approved by Members in prior years, including an approval for the US plan in 2008 as the Company came to have more and more of its operations based in the Company’s San Diego location. In 2010, the Members approved option issues under both the US and Australian option plans.

The older plan, for Australian based employees, is a typical Australian plan with the number of options depending on an employee’s performance in the prior year (in the Remuneration Report, this is the PAE) and those options vesting over a period, usually 3 years subject to continued satisfactory employment. The maximum number of options which may be outstanding under this plan is 5% of the Company’s capital. This reflects both the rules of the Plan itself and the restrictions under the relevant Australian Securities and Investments Commission class order relief.

The newer plan, for US based employees, is administered to reflect US norms for pay and conditions. Unlike the Australian Plan, there is no regulatory cap on the total options which may be outstanding. Like the Australian Plan, the shares are dependent upon satisfactory continued employment with the Company and vest over a period – generally 3 years including the year of grant. This means that employees have an incentive to stay with the Company as there will be a number of options forfeited if they depart.

In US remuneration practice, particularly in start ups and bio-technology companies, option grants are viewed as part of the remuneration. They are not subject to any hurdle other than continued satisfactory employment. This means that employees may continue to receive options following a year of poor performance – just as they continue to receive their monthly pay cheque. Because of the different workplace relations regulatory regime in the US, an

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employee’s poor performance is addressed by the Board considering whether the employee ought to remain in employment.

In the past, there has been much comment on very large option grants to senior executives of US companies. This is partly caused by an artificial ceiling on cash salaries beyond which the salary cannot be deducted by companies for US income tax purposes, but has on occasion been an outcome of poor governance in the remuneration area. The proxy advisory services comment on option grants in their advice to their investor clients and, in general, are comfortable with total annual option grants of up to 6% of the Company’s share capital.

Your Board, whilst having regard for these matters, nevertheless takes the view that the value of options granted should generally be a percentage of the salary of the employee concerned and that the percentage should not necessarily be the same for all employees.

The Company’s approach with this grant and future grants is to create a pool of options – calculated as a percentage of the cash elements of the total Company remuneration divided by the value of the Company’s share price at the beginning of the year – and then allocate that pool amongst the employees. The actual allocation for any particular employee is based on a matrix of issues relating to achieving performance from employees to enable the Company’s business plan to be realised. At the current size of the Company’s workforce, the annual pool of options, in the opinion of the Board, ought to be below 1% of the existing share base.

By tying the value to the share price at the start of the financial year, the employee can clearly see the impact of the share price performance on the value of their remuneration for that year, without the need for complex explanation from the Human Resources staff.

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4 Glossary

In this Explanatory Statement, and in the Notice, the following terms have the following meaning unless the context otherwise requires:

Annual General Meeting or Meeting means the annual general meeting of the Members convened pursuant to the Notice for the purposes of considering the resolutions set out in the Notice.

Annual Report means the annual report of the Company for the year ended 30 June 2011.

ASX means ASX Limited.

Board means board of directors of the Company.

Closely Related Party of a member of Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company that the member controls; or

• (f) a person described by the Corporations Regulations 2001 (Cth).

Company or ImpediMed means ImpediMed Limited.

Constitution means the constitution of the Company.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Group means the Company and subsidiaries of the Company.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any director (whether executive or not).

Member means holder of Shares.

Notice means the notice in Part 1 pursuant to which the Annual General Meeting is convened.

Option means an option to subscribe for one Share.

Placement Shares means the 14,300,000 Shares issued by the Company and referred to in Item 4 of the Notice.

Remuneration Report means the section of the Directors’ report contained in the annual financial report of the Company for the year ended 30 June 2011 entitled “Remuneration Report”.

Shares means fully paid ordinary shares in the Company.

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LODGE YOUR VOTE



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ImpediMed Limited

ABN 65 089 705 144

www.linkmarketservices.com.au

ONLINE

By mail:  ImpediMed Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 2 8280 7454

X99999999999

X99999999999

SHAREHOLDER VOTING FORM

I/We being a member(s) of ImpediMed Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered shareholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11:00am (Brisbane Time) on Tuesday, 8 November 2011, at Tattersalls Club, 215 Queen Street (corner of Edward Street), Brisbane, Queensland, Australia and at any adjournment or postponement of the meeting.

The Chairman of the Meeting intends to vote all available proxies in favour of all items.

 IMPORTANT FOR ITEMS 3 AND 5 – DIRECTION TO AND AUTHORISATION OF THE CHAIRMAN OF THE MEETING Where I/we have not marked any of the boxes opposite Items 3 and 5, I/we hereby direct the Chairman of the Meeting to vote in favour of the items and I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy in respect of Items 3 and 5, even though the Chairman of the Meeting is, and the items are connected directly or indirectly with the remuneration of, a member of Key Management Personnel for ImpediMed Limited.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

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----- Start of picture text -----

STEP 2 VOTING DIRECTIONS
For Against Abstain * For Against Abstain
Item 2a Item 4
Re-election of Melvyn Bridges Approval of previous share placement
Item 2b Item 5
Re-election of Martin Kriewaldt Approval of issue of options for
Greg Brown
Item 3
Remuneration Report
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• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

• ** If the Chairman of the Meeting is your proxy and you do not mark any of the boxes opposite Items 3 and 5, you are directing the Chairman to vote in favour of those Items.

STEP 3

Shareholder 1 (Individual)

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary

Director/Company Secretary (Delete one)

Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

IPD PRX101

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

If the Chairman of the meeting or another of the Key Management Personnel of the company or their closely related parties is your proxy, that person will vote your shares on Items 3 and 5 in favour if you have not directed them how to vote on those items.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the company’s share registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am (Brisbane Time) on Sunday, 6 November 2011, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:



ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your proxy form. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

ImpediMed Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance.