IMPEDIMED LIMITED — AGM Information 2012

Oct 11, 2012

ImpediMed Limited

ABN 65 089 705 144

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Notice of Annual General Meeting

Tuesday 13 November 2012 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 13 November 2012 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 2012.

Item 2 – Election of Directors

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

a.	That James Hazel, 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 Michael Panaccio, a Director retiring by rotation in accordance
	with rule 16.1 of the Constitution and being eligible, be re-elected as a
	Director.
c.	That Greg Brown, who was appointed by the Board as a Director on
	10 July 2012, be re-elected as a Director in accordance with rule 13.2
	of the Constitution.

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 ended 30 June 2012 be adopted.

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Special business

Item 4 – Approval of termination benefits of Richard Carreon

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

That for the purposes of section 200B and 200E of the Corporations Act, the Company is authorised to give to Richard Carreon, President and Chief Executive Officer of the Company, the benefits which may be given in connection with his retirement from office in the Company, further details of which are set out in the Explanatory Statement.

Item 5 – Approval of termination benefits of John (Jack) Butler Jr.

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

That for the purposes of section 200B and 200E of the Corporations Act, the Company is authorised to give to John (Jack) Butler Jr., Senior Vice President of Corporate Development of the Company, the benefits which may be given in connection with his retirement from office in the Company, further details of which are set out in the Explanatory Statement.

Item 6 – Reinstatement of proportional takeover approval provisions in Constitution

To consider and, if thought fit, to pass the following resolution as a special resolution:

That the Constitution be amended by inserting rule 27, in the form set out in the schedule to the Explanatory Statement for a period of three years.

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Voting exclusion statement

The Company will disregard any votes cast on:

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

• Item 4:

• (i) by Richard Carreon or any of his associates; or

• (ii) by proxy by any member of Key Management Personnel of the Group or any Closely Related Party of such a member; and

• Item 5:

• (i) by Jack Butler or any of his associates; or

• (ii) by proxy by any member of Key Management Personnel of the Group or any Closely Related Party of such a member.

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, even if the resolution is connected directly or indirectly with the remuneration of Key Management Personnel).

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;

• (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

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• (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 11 November 2012.

Important information concerning proxy votes on Items 3, 4 and 5

The Corporations Act 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, 4 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, 4 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, 4 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, 4 or 5, you will be directing the Chairman to vote in favour of Items 3, 4 and 5 and the Chairman will vote in this way, even though Items 3, 4 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 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).

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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 11 November 2012. 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 13 November 2012 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 2012.

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 must retire from office. If the number of Directors is not a multiple of three, the number of Directors nearest to, but not less than, one third of the Directors must retire from office.

Rule 13.2 of the Constitution provides that a Director appointed by the Board may only hold office until the next annual general meeting, at which time the Director is eligible for re-election, and is not taken into account in determining the number of Directors to retire.

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 Jim Hazel B.Ec, F Fin, FAICD – Nonexecutive Director

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

Details of Mr Hazel’s experience and qualifications can be found on page 3 of the Annual Report.

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

Resolution 2 - Re-election of Michael Panaccio PhD, MBA, BSc (Hons), FAICD – Non-executive Director

In accordance with rule16.1 of the Constitution, Michael Panaccio will retire at the Annual General Meeting and being eligible, has offered himself for reelection.

Details of Mr Panaccio’s experience and qualifications can be found on page 3 of the Annual Report.

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

Resolution 3 - Re-election of Greg Brown MBA, BSc – Executive Director

In accordance with rule13.2 of the Constitution, Greg Brown will retire at the Annual General Meeting and being eligible, has offered himself for re-election.

On 10 July 2012, Greg Brown resigned as Managing Director and Chief Executive Officer of the Company and was appointed Executive Director.

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Details of Mr Brown’s experience and qualifications can be found on page 4 of the Annual Report.

The Directors, with Mr Brown abstaining, unanimously recommend that Mr Brown 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, the Corporations Act provides 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.

The resolution to approve the remuneration report was passed unanimously on a show of hands at the 2011 annual general meeting.

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.

The Directors unanimously recommend that Members vote in favour of Item 3.

3 Special business

Item 4 – Approval of termination benefits of Richard Carreon

Shareholder approval must be given for the purposes of section 200B of the Corporations Act for the Company to give a person certain benefits in connection with that person’s retirement from a managerial or executive office in the Company or a related body corporate.

Approval is required if termination benefits payable may exceed the Corporations Act limit of one year’s “base salary” (averaged over the previous three years).

The passing of this resolution is intended to provide approval for the Company to honour the terms and conditions of Richard Carreon’s employment contract, including those terms and conditions relating to termination benefits.

Section 200E requires certain information to be provided to Members in approving a benefit. This information is set out below.

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Termination provisions

Mr Carreon’s employment agreement provides that he or the Company may terminate the agreement at any time.

If the Company terminates Mr Carreon’s employment after he has been employed for 12 months, he will be entitled to receive 12 months’ base salary and 12 months of paid medical and dental insurance coverage. Mr Carreon will also be entitled to payment of any accrued but untaken vacation leave.

The Company is entitled to terminate Mr Carreon’s employment in certain circumstances involving bankruptcy, offences involving fraud or dishonesty, serious negligence or persistent breaches of his employment contract. In this event, Mr Carreon will not be entitled to any payment, however, will be entitled to payment in lieu of accrued but untaken vacation leave.

The value of the benefits payable on termination will depend on:

• Mr Carreon’s salary at the time of termination; and

• the amount of payments to be made for insurance coverage.

The Directors unanimously recommend that Members vote in favour of Item 4.

Item 5 – Approval of termination benefits of John (Jack) Butler Jr.

The passing of this resolution is intended to provide approval for the Company to honour the terms and conditions of Jack Butler’s employment contract, including those terms and conditions relating to termination benefits.

Section 200E requires certain information to be provided to Members in approving a benefit. This information is set out below.

Termination provisions

Mr Butler’s employment agreement provides that he or the Company may terminate the agreement at any time.

If the Company terminates Mr Butler’s employment without cause, he is entitled to receive an amount equivalent to 12 months’ base salary. Mr Butler will also be entitled to payment of any accrued but untaken vacation leave.

The value of the benefits payable on termination will depend on Mr Butler’s salary at the time of termination.

The Directors unanimously recommend that Members vote in favour of Item 5.

Item 6 – Reinstatement of proportional takeover approval provisions

The Corporations Act allows companies to include provisions in their constitution which prohibit the registration of a transfer of shares resulting from an offer made under a proportional takeover bid (a bid for a proportion of each shareholder’s shares), unless shareholders approve the bid.

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Former rule 27 of the Constitution enabled the Company to refuse to register shares acquired under a proportional takeover offer unless a resolution approving the offer was passed by shareholders.

Rule 27 has not been renewed for a period of more than three years and in accordance with its terms and the Corporations Act, lapsed after three years.

It is now appropriate to consider reinserting proportional takeover approval provisions in the Constitution. The proposed new rule 27 is the same as the previous rule 27.

Proposed rule 27 is in accordance with sections 648D to 648H of the Corporations Act.

The provision enables Members to decide by a majority vote, either at a general meeting or by means of a postal ballot, whether they approve or reject a proportional takeover offer for the Company. The Directors may determine whether the vote is to be taken at a meeting or by postal ballot.

The resolution must be considered at least 14 days before the offer closes.

On a vote, each Member who holds shares in the class of shares which is the subject of the takeover offer is entitled to one vote for each share of the relevant class held. The party making the offer and its associates will be excluded from voting on the resolution. Unless the approval of at least 50% of the votes of the members is obtained, the Company will be prevented from registering the transfer of any shares acquired under the offer. If the resolution is rejected, the offer will be deemed to be withdrawn. If no resolution to approve the bid has been voted on within the required time, a resolution approving the bid will be deemed to have been passed.

As the shares in listed companies are often held by a large number of people, a person may be able to gain effective control of a company when holding less than 50% of the company’s issued shares. This can be facilitated by a proportional takeover offer which allows the offeror to specify the percentage shareholding it wishes to achieve. As a result, shareholders may not have the opportunity to dispose of all of their shares to the offeror even if there is a risk that the takeover may cause a decrease in the market price of the shares.

Members may feel pressured into accepting an offer even if they did not want control of the Company to pass to the offeror because they may not wish to take the risk, in the event that the offer is successful and effective control of the Company passes to the offeror, of:

• 1 being left as part of a minority interest in the Company;

• 2 the value of the shares decreasing;

• 3 the shares becoming less attractive and accordingly difficult to sell.

The rule enables the Directors to formally ascertain the views of the Members in the event of a proportional takeover offer.

Members will have an opportunity to study the offer and then attend or be represented by a proxy at a meeting of members called specifically to vote on

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the offer or alternatively to exercise their vote pursuant to a postal ballot. This will permit a majority of Members to prevent a proportional takeover if they believe control of the Company should not pass to the offeror and may avoid the problems set out in the paragraphs numbered 2 and 3 above. If an offer is rejected by the resolution, it will encourage any future proportional takeover offers to be in terms attractive to the majority of Members.

A potential disadvantage of the rule is that it may discourage proportional takeovers by making them more difficult to proceed and accordingly may reduce an element of takeover speculation in the Company share price on ASX.

A further possible disadvantage is that members who would otherwise accept the offer to sell a portion of their shares will be denied that opportunity where a majority reject the offer.

Finally, the proposed procedure introduces an additional formal mechanism to the existing statutory takeover requirements.

None of the Directors is aware of a proposal by a person to acquire or to increase the extent of a substantial interest in the Company. While rule 27 was previously in effect, there were no takeover bids made for the Company, either proportional or full. Therefore, there are no actual examples against which to review the advantages and disadvantages of rule 27, for the Directors and the Members, of the Company during this period.

The Directors consider that Members should have the benefit of such a provision in the Constitution and recommend that they vote in favour of item 6. The proposed rule 27 is set out in the schedule to this Explanatory Statement.

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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 2012.

ASX means ASX Limited, or the stock market operated by it, as the context requires.

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.

Remuneration Report means the section of the Directors’ report contained in the annual financial report of the Company for the year ended 30 June 2012 entitled “Remuneration Report”.

Shares means fully paid ordinary shares in the Company.

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Schedule

27. PROPORTIONAL TAKEOVERS

27.1 Interpretation

For the purposes of this rule:

‘Proportional Takeover Bid’ has the same meaning as given to that term by section 9 of the Law;

‘Relevant Day’ in relation to a Proportional Takeover Bid, means the day that is 14 days before the end of the period during which the offers under the Proportional Takeover Bid remain open;

a reference to a ‘person associated with’ another person has the meaning given to that expression by Division 2 of Part 1.2 of the Law.

27.2 Approval of proportional takeover bids

(a) Subject to the Listing Rules, where offers have been made under a Proportional Takeover Bid in respect of shares in a class of shares in the Company, the registration of a transfer giving effect to a takeover contract for the bid is prohibited unless and until a resolution (in this rule referred to as an ‘Approving Resolution’) to approve the Proportional Takeover Bid is passed in accordance with the provisions of this rule.

(b) A person (other than the bidder or an associate of the bidder) who, as at the end of the day of which the first offer under the Proportional Takeover Bid was made, held shares in the class to which the bid relates is entitled to vote on an Approving Resolution and, for the purpose of so voting, is entitled to one vote for each of the shares held in that class.

(c) An Approving Resolution is to be voted on either at a meeting, convened and conducted by the Company, of the persons entitled to vote on the Approving Resolution, or by means of a postal ballot conducted in accordance with the provisions of this rule, as determined by the Board.

(d) The provisions of these rules that apply in relation to a general meeting of the Company, with such modifications as the circumstances require, apply in relation to a meeting that is convened to vote on an Approving Resolution as if such a meeting was a general meeting of the Company.

(e) If the Board determines that the Approving Resolution is to be voted on by postal ballot:

(i) the Board must procure the dispatch to the persons entitled to vote on the Approving Resolution of:

• (A) a notice proposing the Approving Resolution;

• (B) a ballot paper for the purpose of voting on the Approving Resolution;

• (C) a statement setting out details of the Proportional Takeover Bid; and

(D) a memorandum explaining the postal ballot procedure that is to govern voting in respect of the Approving Resolution;

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(ii) a vote recorded on a ballot paper will not be counted, for the purposes of determining whether or not the Approving Resolution is passed, unless the ballot paper is:

(A) completed and signed by the person entitled to vote on the Approving Resolution or the attorney of that person, duly authorised in writing, or if the person entitled to vote on the Approving Resolution is a body corporate in a manner permitted by the Law, or under the hand of its attorney so authorised; and

(B) received at the registered office of the Company on or before the time and the date specified for its return in the notice proposing the Approving Resolution, such date to be not less than 18 days before the end of the period during which offers under the Proportional Takeover Bid remain open; and

(iii) on the date specified for the return of ballot papers in the notice proposing the Approving Resolution or the Business Day following that date, the Directors will arrange for the ballot papers returned to be counted to determine whether the Approving Resolution has been passed or not. On completion of counting, the Board will declare the results of the ballot and the Approving Resolution will accordingly treated as having been voted on upon the date of the declaration.

(f) An Approving Resolution that has been voted on in accordance with this rule, is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one half, and otherwise is taken to have been rejected.

(g) Where offers have been made under a Proportional Takeover Bid then the Board must ensure that a resolution to approve the Proportional Takeover Bid is voted on in accordance with this rule before the Relevant Day.

(h) Where a resolution to approve a Proportional Takeover Bid is voted on, in accordance with this rule, before the Relevant Day, the Company must, on or before the Relevant Day:

(i) give to the bidder; and

(ii) serve on each notifiable securities exchange in relation to the Company,

a notice in writing stating that a resolution to approve the Proportional Takeover Bid has been voted on and whether the resolution has been passed, or has been rejected, as the case requires.

(i) Where, at the end of the day before the Relevant Day no resolution to approve the Proportional Takeover Bid has been voted on in accordance with this rule, a resolution to approve the Proportional Takeover Bid is to be, for the purpose of this rule, deemed to have been passed in accordance with this rule.

(j) Where a resolution under this rule is rejected, then:

(i) notwithstanding section 652A of the Law, all offers under the Proportional Takeover Bid that have not, as at the end of the Relevant Day,

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been accepted, and all offers (in this paragraph referred to as the ‘accepted offers') under the Proportional Takeover Bid that have been accepted and from whose acceptance binding contracts have not resulted, at the end of the Relevant Day, are deemed to be withdrawn at the end of the Relevant Day;

(ii) the bidder is, forthwith after the end of the Relevant Day, to return to each person who has accepted any of the accepted offers any documents that were sent by the person to the bidder with the acceptance of the offer;

(iii) the bidder is entitled to rescind, and is required, forthwith after the end of the Relevant Day, to rescind, each binding contract resulting from the acceptance of an offer made under the Proportional Takeover Bid; and

(iv) a person who has accepted an offer made under the Proportional Takeover Bid is entitled to rescind the contract (if any) resulting from that acceptance.

(k) This rule ceases to have effect on the third anniversary of the later of the date of adoption or last renewal of this rule.

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LODGE YOUR VOTE

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ImpediMed Limited

ABN 65 089 705 144

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
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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

SHAREHOLDER VOTING FORM

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

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your proxy, of the Meeting please write the name of the person or body corporate (excluding the (mark box) registered shareholder) you are appointing as your proxy. I/we appoint the Chairman of the Meeting as an alternate proxy to the person named. If no person/body corporate is named, the Chairman of the Meeting, is appointed 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 1 1:00am on Tuesday, 13 November 2012, at Tattersalls Club, 215 Queen Street (Corner of Edward Street), Brisbane, Queensland and at any adjournment or postponement of the meeting. I/we expressly authorise the Chairman of the Meeting to exercise my/our proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

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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STEP 2 VOTING DIRECTIONS
SPECIAL BUSINESS
For Against Abstain * For Against Abstain
Resolution 2a Resolution 4
The re-election of James Hazel as a Approval of termination benefits of
Director Richard Carreon
Resolution 2b Resolution 5
The re-election of Michael Panaccio as Approval of termination benefits of
a Director John (Jack) Butler Jr
Resolution 6
Resolution 2c
Reinstatement of proportional takeover
The re-election of Greg Brown as a
Director approval provision in Constitution
Resolution 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.

STEP 3 SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Shareholder 1 (Individual) 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 PRX201R

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 appoint someone other than the Chairman of the Meeting as your proxy, you will also be appointing the Chairman of the Meeting as your alternate proxy to act as your proxy in the event the named proxy does not attend the meeting.

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.

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. The appointment of the Chairman of the Meeting as your alternate proxy also applies to the appointment of the second proxy.

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 1 1:00am on Sunday, 11 November 2012, 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 vote. 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.