IMPEDIMED LIMITED — Share Issue/Capital Change 2015

Dec 14, 2015

Appendix
3B New
issue
announcement

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 (the “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	1. Options (unquoted), under the Employee Incentive Plan that was approved by shareholders at the 2014 Annual General Meeting (Options); and 2. Performance Rights (unquoted), under the Employee Incentive Plan that was approved by shareholders at the 2014 Annual General Meeting (Performance Rights)
	1. 1,050,000 Options; and 2. 350,000 Performance Rights

Appendix
3B New
issue
announcement

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)

1. Issue of 900,000 Options with an exercise price of $1.03. Of these, 225,000 vest on 8 December 2016. The remaining options vest evenly on a monthly basis over the next three years, with an expiry date for all Options of 8 December 2022. 1b. Issue of 150,000 Options with an exercise price of $1.03, vesting evenly on a monthly basis over four years, with an expiry date for all Options of 8 December 2022. 2. Issue of 350,000 Performance Rights with an exercise price of nil and the following vesting conditions: - Subject to the Participant’s continuous employment with the Company or its subsidiaries Performance Rights will fully vest on the third anniversary of the Date of Grant. - All outstanding unvested Performance Rights shall fully vest on an accelerated basis immediately before a Change of Control Event. - If the Participant ceases employment with the Company or its subsidiaries where such cessation of employment is due to death, permanent illness, or permanent physical or mental incapacity, the Performance Rights will fully vest on the third anniversaryof the Date of Grant.

Appendix
3B New
issue
announcement

• 4 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

No.

The Options and Performance Rights do not carry a right to participate in dividends or interest payments. Fully paid ordinary shares (ranking equally in all respects with existing fully paid ordinary shares) will be issued upon the exercise of Options.

• 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 Nil consideration 6 Purpose of the issue Grants, under the Employee Incentive Plan (If issued as consideration for and the US Sub-Plan, which were the acquisition of assets, clearly approved by shareholders at the 2014 identify those assets) Annual General Meeting. 6a Is the entity an[+] eligible entity No. that 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 Not applicable 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 Not applicable with security holder approval under rule 7.1A

Appendix
3B New
issue
announcement

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) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Not applicable	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	1. 15 December 2015 for Options; and 2. 15 December 2015 for Performance Rights
	Number	+Class
	293,512,650	Ordinary shares
	Number	+Class
	29,221,083 (after 1,050,000 issued) 2,760,000 (after 350,000 issued)	Options Performance Rights

Appendix
3B New
issue
announcement

10 Dividend policy (in the case of a 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 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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 2 - Pro rata issue

Appendix
3B New
issue
announcement

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? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable