IMPEDIMED LIMITED — Major Shareholding Notification 2009

Nov 4, 2009

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme ACN/ARSN

ImpediMed Limited ACN 089 705 144

1. Details of substantial holder (1)

Name

Starfish Technology Fund 1, LP (Starfish) and each of the persons and entities listed in annexure 1 (Starfish Upstream Entities)

ACN\ARSN (if applicable)

There was a change in the interests of the substantial holder on 24/10/2009 The previous notice was given to the company on 28/08/ 2009 The previous notice was dated 28/08/ 2009

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary shares	32,508,830	29.8%	24,694,356	22.7%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme, are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
24 October 2009 - Change in voting power as a result of 7,510,126 shares that were part of a deemed interest in ImpediMed as a result of escrow agreements coming out ofescrowon 24October 2009 and quoted byASXon 28 October 2009. No shareswere traded.

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Starfish	Starfish	Starfish	Registered holder	24,285,465 ordinaryshares	24,285,465 votes
Starfish Upstream Entities	Starfish	Starfish	Refer Annexure A	24,285,465 ordinary shares	Voting rights retained by the registered holder
Christiana Panaccio	Masto Pty Ltd	Masto Pty Ltd	Refer Annexure A	254,445 ordinaryshares	Voting rights retained by the registered holder
John Dyson and Trudie Horsfall	Trujon Investment Holdings Pty Ltd	Trujon Investment Holdings Pty Ltd	Refer Annexure A	132,223 ordinary shares	Voting rights retained by the registered holder
John Dyson	Joyce Dyson	Joyce Dyson	Refer Annexure A	22,223 ordinary shares	Voting rights retained by theregisteredholder

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

The addresses of the persons named in this form are as follows:

Name	Address
Starfish VenturesPtyLtd	Level 1,120 Jolimont Road, Jolimont,Vic 3002
Michael Panaccio	122 Hill Road,Balwyn North,Vic 3104
ChristianaPanaccio	122 Hill Road,Balwyn North,Vic 3104
MastoPtyLtd	122 Hill Road,Balwyn North,Vic 3104
Micana Super Fund	122 Hill Road,Balwyn North,Vic 3104
MicanaFamilyTrust	122 Hill Road,Balwyn North,Vic 3104
John Dyson	13 SimpsonStreet,EastMelbourneVic 3002
TrudieHorsfall	13 SimpsonStreet,EastMelbourneVic 3002
Trujon InvestmentHoldingsPtyLtd	13 SimpsonStreet,EastMelbourneVic 3002
TrujonSuper FundTrust	13 SimpsonStreet,EastMelbourneVic 3002
Trujon FamilyTrust	13 SimpsonStreet,East MelbourneVic 3002
Starfish TechnologyFund1 LP	66 Jolimont Street, Jolimont,Victoria

Signature

print name MICHAEL PANACCIO

capacity DIRECTOR OF STARFISH VENTURES PTY LTD

sign here

==> picture [91 x 31] intentionally omitted <==

date 5 / November / 2009

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

• See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

This is Annexure 1 of 1 page referred to in ASIC Form 604 – Notice of change of interests of substantial holder

Names of other substantial holders: � Starfish Ventures Pty Ltd � Michael Panaccio � Christiana Panaccio � Micana Family Trust � John Dyson � Trudie Horsfall � Trujon Family Trust Holderof relevantinterest Nature of relevantinterest Starfish ImpediMed Limited has power to control the exercise of a power to dispose of shares.1 Starfish has a deemed relevant interest under section 608(3) of the Corporations Act as it has voting power in ImpediMedLimited ofabove20%. Starfish VenturesPtyLtd (SV) Powerto controldisposalandvoting ofStarfish’s ordinary shares asinvestmentmanagerofStarfish. ChristianaPanaccio Joint holderof >20%voting power(with Michael Panaccio)inSV. Christiana Panaccio Controller of Masto Pty Ltd (MPL) as trustee of the Micana Super Fund which beneficially holds 254,445 ordinary shares. Micana Family Trust Beneficially entitled to, and power to control, Michael Panaccio’s and Christiana Panaccio’s holding inSV. John Dyson Controllerand jointholderof >20%voting power(with TrudieHorsfall)inSV. John Dyson Joint controller and holder of >20% voting power in Trujon Investment Holdings Pty Ltd (TIH) which is trustee of TrujonSuper Fundwhichbeneficiallyholds132,223 shares.	Names of other substantial holders: � Starfish Ventures Pty Ltd � Michael Panaccio � Christiana Panaccio � Micana Family Trust � John Dyson � Trudie Horsfall � Trujon Family Trust Holderof relevantinterest Nature of relevantinterest Starfish ImpediMed Limited has power to control the exercise of a power to dispose of shares.1 Starfish has a deemed relevant interest under section 608(3) of the Corporations Act as it has voting power in ImpediMedLimited ofabove20%. Starfish VenturesPtyLtd (SV) Powerto controldisposalandvoting ofStarfish’s ordinary shares asinvestmentmanagerofStarfish. ChristianaPanaccio Joint holderof >20%voting power(with Michael Panaccio)inSV. Christiana Panaccio Controller of Masto Pty Ltd (MPL) as trustee of the Micana Super Fund which beneficially holds 254,445 ordinary shares. Micana Family Trust Beneficially entitled to, and power to control, Michael Panaccio’s and Christiana Panaccio’s holding inSV. John Dyson Controllerand jointholderof >20%voting power(with TrudieHorsfall)inSV. John Dyson Joint controller and holder of >20% voting power in Trujon Investment Holdings Pty Ltd (TIH) which is trustee of TrujonSuper Fundwhichbeneficiallyholds132,223 shares.	Names of other substantial holders: � Starfish Ventures Pty Ltd � Michael Panaccio � Christiana Panaccio � Micana Family Trust � John Dyson � Trudie Horsfall � Trujon Family Trust Holderof relevantinterest Nature of relevantinterest Starfish ImpediMed Limited has power to control the exercise of a power to dispose of shares.1 Starfish has a deemed relevant interest under section 608(3) of the Corporations Act as it has voting power in ImpediMedLimited ofabove20%. Starfish VenturesPtyLtd (SV) Powerto controldisposalandvoting ofStarfish’s ordinary shares asinvestmentmanagerofStarfish. ChristianaPanaccio Joint holderof >20%voting power(with Michael Panaccio)inSV. Christiana Panaccio Controller of Masto Pty Ltd (MPL) as trustee of the Micana Super Fund which beneficially holds 254,445 ordinary shares. Micana Family Trust Beneficially entitled to, and power to control, Michael Panaccio’s and Christiana Panaccio’s holding inSV. John Dyson Controllerand jointholderof >20%voting power(with TrudieHorsfall)inSV. John Dyson Joint controller and holder of >20% voting power in Trujon Investment Holdings Pty Ltd (TIH) which is trustee of TrujonSuper Fundwhichbeneficiallyholds132,223 shares.
	Holderof relevantinterest	Nature of relevantinterest
	Starfish	ImpediMed Limited has power to control the exercise of a power to dispose of shares.1 Starfish has a deemed relevant interest under section 608(3) of the Corporations Act as it has voting power in ImpediMedLimited ofabove20%.
	Starfish VenturesPtyLtd (SV)	Powerto controldisposalandvoting ofStarfish’s ordinary shares asinvestmentmanagerofStarfish.
	ChristianaPanaccio	Joint holderof >20%voting power(with Michael Panaccio)inSV.
	Christiana Panaccio	Controller of Masto Pty Ltd (MPL) as trustee of the Micana Super Fund which beneficially holds 254,445 ordinary shares.
	Micana Family Trust	Beneficially entitled to, and power to control, Michael Panaccio’s and Christiana Panaccio’s holding inSV.
	John Dyson	Controllerand jointholderof >20%voting power(with TrudieHorsfall)inSV.
	John Dyson	Joint controller and holder of >20% voting power in Trujon Investment Holdings Pty Ltd (TIH) which is trustee of TrujonSuper Fundwhichbeneficiallyholds132,223 shares.

Signature print name MICHAEL PANACCIO capacity DIRECTOR OF STARFISH VENTURES PTY LTD sign here date 5 / 11 / 2009