IMPEDIMED LIMITED — Major Shareholding Notification 2009

Apr 5, 2009

604 page 1/4 15 July 2001

Form 604

Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To: Company Name/Scheme ImpediMed Limited ACN/ARSN 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 30/ 03 / 2009 The previous notice was given to the company on 30/04/ 2008 The previous notice was dated 30/04/ 2008

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	43,409,915	53.7%	33,641,851	37.3%

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
30/03/2009	Starfish	Release from voluntary escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and Parma Corporation	None, no disposal, end of deemed interest.	97,336 ordinary shares	Not applicable
30/03/2009	Starfish	Release from voluntary escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and GregBrown	None, no disposal, end of deemed interest.	1,212,025 ordinary shares	Not applicable
30/03/2009	Starfish	Release from voluntary escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and Versant Ventures	None, no disposal, end of deemed interest.	4,832,081 ordinary shares	Not applicable

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604 page 2/4 15 July 2001	604 page 2/4 15 July 2001	604 page 2/4 15 July 2001	604 page 2/4 15 July 2001	604 page 2/4 15 July 2001	604 page 2/4 15 July 2001
30/03/2009	Starfish	Release from voluntary escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and Statewide Superannuation P.L.	None, no disposal, end of deemed interest.	916,546 ordinary shares	Not applicable
30/03/2009	Starfish	Release from voluntary escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and Westscheme P.L.	None, no disposal, end of deemed interest.	916,546 ordinary shares	Not applicable
30/03/2009	Starfish	Release from voluntary escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and Starfish Ventures.	None, no disposal, end of voluntary escrow	6,395,783 ordinary shares	Not applicable
30/03/2009	Starfish	Release from escrow of shares subject to a deemed relevant interest by virtue of an escrow agreement between ImpediMed Limited and the vendors of Xitron TechnologiesInc.	None, no disposal, end of deemed interest.	2,161,530 ordinary shares	Not applicable

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	Candlegrove Pty Ltd	Candlegrove Pty Ltd	Escrow agreement between ImpediMed Limited and Candlegrove PtyLtd	16,331 ordinary shares	Voting rights retained by the registered holder
Starfish	Cherrell Hirst	Cherrell Hirst	Escrow agreement between ImpediMed Limited and Cherrell Hirst	69,826 ordinary shares	Voting rights retained by the registered holder
Starfish	Colin Frederick Brown and Lynette Anne Brown	Colin Frederick Brown and Lynette Anne Brown	Escrow agreement between ImpediMed Limited and Colin Frederick Brown and Lynette Anne Brown	6,364 ordinary shares	Voting rights retained by the registered holder
Starfish	Greg Brown	Greg Brown	Escrow agreement between ImpediMed Limited and GregBrown	3,123,324 ordinary shares	Voting rights retained by the registered holder
Starfish	Klemzig Pty Ltd	Klemzig Pty Ltd	Escrow agreement between ImpediMed Limited and Klemzig Pty Ltd	86,791 ordinary shares	Voting rights retained by the registered holder
Starfish	Melvyn Bridges and Lucille Bridges	Bridges Super Fund	Escrow agreement between ImpediMed Limited and Melvyn Bridges and Lucille Bridges	69,826 ordinary shares	Voting rights retained by the registered holder

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	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001	604 page 3/4 15 July 2001
	Starfish	Parma Corporation Pty Ltd	Bridges Family Trust		Escrow agreement between ImpediMed Limited and Parma Corporation PtyLtd	4,137,664 ordinary shares	Voting rights retained by the registered holder
	Starfish	Biophys Pty Ltd	Biophys Pty Ltd		Escrow agreement between ImpediMed Limited and Biophys Pty Ltd	739,130 ordinary shares	Voting rights retained by the registered holder
	Starfish	Roxanne Pty Ltd	Roxanne Pty Ltd		Escrow agreement between ImpediMed Limited and Roxanne Pty Ltd	739,130 ordinary shares	Voting rights retained by the registered holder
	Starfish	Starfish	Starfish		Registered holder	24,285,465 ordinary shares	24,285,265 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	229,000 ordinary shares	Voting rights retained by theregisteredholder
	John Dyson and Trudie Horsfall	Trujon Investment Holdings Pty Ltd	Trujon Investment Holdings Pty Ltd		Refer Annexure A	119,000 ordinary shares	Voting rights retained by the registered holder
	John Dyson	Joyce Dyson	Joyce Dyson		Refer Annexure A	20,000 ordinary shares	Voting rights retained by theregisteredholder
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 JolimontRoad, 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,EastMelbourneVic 3002 ImpediMedLimited Unit1, 50ParkerCourt,Pinkenba QLD 4008 CandlegrovePtyLtd 114 EastTerrace,Adelaide, South Australia Cherrell Hirst 525FigTreePocketRoad,FigTreePocket, Queensland Colin Frederich&LynetteAnneBrown 26AnchorageDrive,RabyBay, Queensland GregBrown 23Boyd Street,Bowen Hills, Queensland KlemzigPtyLtd Riverside Centre,Level31,123Eagle Street,Brisbane, Queensland Melvyn Bridges 89 GeldartRoad, Chandler, Queensland Parma Corporation PtyLtd 195Vulture Street, South Brisbane, Queensland BiophysPtyLtdACN 111517956 Level 1, 34 HighStreet, Southport, Queensland RoxannePtyLtdACN 110755 345 Level6,120Edward Street,Brisbane, Queensland Starfish TechnologyFund1 LP 66 Jolimont Street, Jolimont,Victoria Statewide Superannuation PtyLtdACN008 099223 StatewideHouse,Level 1, 99 Gawler Place,Adelaide, South Australia VersantVenture Capital III LP 3000 SandHill Road,Building4, Suite210,MenloPark, California, USA WestschemePtyLtdACN009194 218 Level 13,AdelaideTerrace,Perth,Western Australia
	Name			Address
	Starfish VenturesPtyLtd			Level 1,120 JolimontRoad, 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,EastMelbourneVic 3002
	ImpediMedLimited			Unit1, 50ParkerCourt,Pinkenba QLD 4008
	CandlegrovePtyLtd			114 EastTerrace,Adelaide, South Australia
	Cherrell Hirst			525FigTreePocketRoad,FigTreePocket, Queensland
	Colin Frederich&LynetteAnneBrown			26AnchorageDrive,RabyBay, Queensland
	GregBrown			23Boyd Street,Bowen Hills, Queensland
	KlemzigPtyLtd			Riverside Centre,Level31,123Eagle Street,Brisbane, Queensland
	Melvyn Bridges			89 GeldartRoad, Chandler, Queensland
	Parma Corporation PtyLtd			195Vulture Street, South Brisbane, Queensland
	BiophysPtyLtdACN 111517956			Level 1, 34 HighStreet, Southport, Queensland
	RoxannePtyLtdACN 110755 345			Level6,120Edward Street,Brisbane, Queensland
	Starfish TechnologyFund1 LP			66 Jolimont Street, Jolimont,Victoria
	Statewide Superannuation PtyLtdACN008 099223			StatewideHouse,Level 1, 99 Gawler Place,Adelaide, South Australia
	VersantVenture Capital III LP			3000 SandHill Road,Building4, Suite210,MenloPark, California, USA
	WestschemePtyLtdACN009194 218			Level 13,AdelaideTerrace,Perth,Western Australia

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604 page 4/4 15 July 2001

Signature

print name MICHAEL PANACCIO

capacity DIRECTOR OF STARFISH VENTURES PTY LTD

sign here

==> picture [96 x 33] intentionally omitted <==

date 6 / Apr / 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.

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604 page 1/1 15 July 2001

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  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 Jointholderof>20%voting power(with Michael Panaccio)inSV. ChristianaPanaccio Controllerof MastoPtyLtd (MPL)which holds229,000 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 Fundwhichbeneficiallyholds119,000 shares.	Names of other substantial holders:  Starfish Ventures Pty Ltd  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 Jointholderof>20%voting power(with Michael Panaccio)inSV. ChristianaPanaccio Controllerof MastoPtyLtd (MPL)which holds229,000 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 Fundwhichbeneficiallyholds119,000 shares.	Names of other substantial holders:  Starfish Ventures Pty Ltd  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 Jointholderof>20%voting power(with Michael Panaccio)inSV. ChristianaPanaccio Controllerof MastoPtyLtd (MPL)which holds229,000 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 Fundwhichbeneficiallyholds119,000 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	Jointholderof>20%voting power(with Michael Panaccio)inSV.
	ChristianaPanaccio	Controllerof MastoPtyLtd (MPL)which holds229,000 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 Fundwhichbeneficiallyholds119,000 shares.

Signature

print name MICHAEL PANACCIO capacity DIRECTOR OF STARFISH VENTURES PTY LTD sign here date 6 / Apr / 2009

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604 GUIDE page 1/1 13 March 2000

GUIDE

Signature

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

This form must be signed by either a director or a secretary of the substantial holder.

Lodging period Nil Lodging fee Nil Other forms to be Nil completed

• Additional (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.

• information (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.

• (c) The person must give a copy of this notice: (i) within 2 business days after they become aware of the information; or (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:

(A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and

• (B) the person becomes aware of the information during the bid period.

Annexures

To make any annexure conform to the regulations, you must

• 1 use A4 size paper of white or light pastel colour with a margin of at least 10 mm on all sides 2 show the corporation name and ACN or ARBN 3 number the pages consecutively

• 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied 5 identify the annexure with a mark such as A, B, C, etc 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)

• 7 sign and date the annexure, the annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

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