IMPEDIMED LIMITED — Capital/Financing Update 2019

Jun 26, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

ImpediMed Limited (ImpediMed, Company)

ABN

65 089 705 144

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Fully paid ordinary shares (New Shares)).
	As described in documents lodged with ASX on 27 June 2019 ImpediMed proposes to issue up to 126,601,329 New Shares pursuant to the terms of the non-renounceable pro-rata entitlement offer (Entitlement Offer) (subject to the reconciliation of shareholder entitlements and the effect of rounding).

3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if+convertible securities, the conversion price and dates for conversion)	The New Shares to be issued under the Entitlement Offer will be issued on the same terms as existing ImpediMed shares.

• See chapter 19 for defined terms.

Appendix 3B Page 1

4 Do the[+] securities rank equally in Yes, the New Shares to be issued under the all respects from the[+] issue date Entitlement Offer will rank equally with with an existing[+] class of quoted +securities? existing ImpediMed shares on issue. If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.11 per New Share 6 Purpose of the issue The proceeds from the Entitlement Offer will (If issued as consideration for the be used towards: acquisition of assets, clearly • expanding reimbursement in the US identify those assets) market; • expanding sales and marketing efforts in the US market; • software enhancements; • Heart Failure clinical trials; and • general working capital purposes. 6a Is the entity an[+] eligible entity that Yes. has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 17 October 2018 resolution under rule 7.1A was passed 6c Number of +securities issued Not applicable. without security holder approval under rule 7.1 6d Number of[+] securities issued with Not applicable. security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	Not applicable.	Not applicable.
	Up to 126,601,329
	Not applicable.
	Not applicable.
	LR 7.1: 56,970,598 LR 7.1A: 37,980,398
	Expected to be 24 July 2019.
	Number	+Class
	After the completion of the Entitlement Offer, there will be 506,405,316 shares on issue (based on the number of Shares on issue as at the date of this Appendix 3B and the number of New Shares to be issued under the Entitlement Offer subject to the effects of rounding).	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

Number +Class 9 Number and +class of all 30,842,088 Options +securities not quoted on ASX 4,741,500 ( including the[+] securities in section Performance Rights 2 if applicable) 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No.
	Non-renounceable.
	1 New Share for every 3 shares held.
	Fully paid ordinary shares
	7.00pm (AEST) on 2 July 2019
	No
	When fractions arise in the calculation of entitlements, they will be rounded up to the nearest whole number of New Shares.
	All countries other than Australia or New Zealand.
	5.00pm (AEST) on 16 July 2019

• See chapter 19 for defined terms.

Appendix 3B Page 4

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker?	Canaccord Genuity (Australia) Limited and Wilsons Corporate Finance Limited.
	Fee comprised of a management fee of 2% of the gross proceeds raised under the Entitlement Offer (Gross Proceeds) (plus GST) and an underwriting fee of 3.5% of the aggregate Gross Proceeds (expect in respect of any proceeds from Allan Gray Australia Pty Ltd and its related entities where the underwriting fee will be reduced to 1%) (plus GST).
	Canaccord Genuity (Australia) Limited and Wilsons Corporate Finance Limited.
	Included in 21.
	Not applicable.
	Not applicable.
	5 July 2019
	27 June 2019
	No trading of rights.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 5

31 How do security holders sell part of Not applicable. their entitlements through a broker and accept for the balance?

32 How do security holders dispose of Not applicable. their entitlements (except by sale through a broker)? 33 +Issue date Expected to be issued 24 July 2019

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

(a)  +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

Appendix 3B Page 6

38	Number of+securities for which
	+quotation is sought
39	+Class of +securities for which
	quotation is sought
40	Do the+securities rank equally in all
	respects from the+issue date with
	an existing +class of quoted
	+securities?
	If the additional+securities do not
	rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next dividend,
	(in the case of a trust,
	distribution) or interest payment
	• the extent to which they do not
	rank equally, other than in
	relation to the next dividend,
	distribution or interest payment
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end of
	restriction period
	(if issued upon conversion of
	another+security, clearly identify
	that other+security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• See chapter 19 for defined terms.

Appendix 3B Page 7

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 27 June 2019 Company Secretary

Print name: Leanne Ralph

• See chapter 19 for defined terms.

Appendix 3B Page 8

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary securities 378,993,655 on issue 12 months before the[+] issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 310,666 22-Feb-2019 issued in that 12 month period under an exception in rule 7.2 194,333 08-Mar-2019

• • Number of fully paid[+] ordinary securities 279,800. 12-Apr-2019 issued in that 12 month period with shareholder approval 25,533. 08-May-2019

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 379,803,987

• See chapter 19 for defined terms.

Appendix 3B Page 9

Step 2: Calculate 15% of “A”

==> picture [415 x 442] intentionally omitted <==

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

“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 56,970,598
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insert number of [+] equity securities issued or
agreed to be issued in that 12 month period
not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities the
subject of the Appendix 3B to which this
form is annexed
• It may be useful to set out issues of
securities on different dates as separate line
items
“C” Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1
----- End of picture text -----

==> picture [415 x 192] intentionally omitted <==

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

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity
under rule 7.1
“A” x 0.15 56,970,598
Note: number must be same as shown in Step 2
Subtract “C” Nil
Note: number must be same as shown in Step 3
Total [“A” x 0.15] – “C” 56,970,598
[Note: this is the remaining placement capacity
under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 10

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 379,803,987 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 37,980,398

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

• Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

• See chapter 19 for defined terms.

Appendix 3B Page 11

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	37,980,398
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	37,980,398 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 12