RESMED INC — Director's Dealing 2011

Jan 20, 2011

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January 21, 2011

Ms. Stephanie Yong Australian Securities Exchange P.O. Box H224 Australia Square NSW 1215 Australia

Re: ResMed Inc. (ASX:RMD)

Dear Ms. Yong:

I refer to your letter dated 17 January 2011, regarding an Appendix 3Y lodged for Dr. Peter Farrell on 16 November 2010, and I respond to your questions as follows:

1. Please explain why the Appendix 3Y was lodged late.

The transaction at issue involved a gift of ResMed shares to a third party that is not affiliated with Dr. Farrell or with ResMed. Dr. Farrell relied on an independent financial management and advisory firm to execute the transaction. Dr. Farrell had previously instructed the firm to notify ResMed on the date when transactions such as this were executed. However, the firm did not do so on this occasion, due to a failure to follow its own internal procedures.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

We require our directors to instruct their financial advisors to report any transaction in company shares to us promptly on the day of execution of the transaction. Dr. Farrell had previously so instructed the financial advisor involved in this transaction, and the firm had followed this procedure in numerous previous transactions.

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

We believe the current arrangements are adequate to ensure substantive compliance with the listing rules. Dr. Farrell had previously instructed the financial advisor involved in this transaction as to this obligation, and the firm had followed this procedure in numerous previous transactions. We believe the failure to timely notify us in this instance was the result of human error on the part of the financial advisor.

We have informed the financial advisory firm involved in this transaction of their failure to notify ResMed. The firm has accepted responsibility for the oversight, and has assured us that they have adopted new internal controls to institutionalize their notification procedures.

If you have any additional questions or concern, please don’t hesitate to call me at 8884 2178.

Yours sincerely,

/s/ Greg James

……………………………….

Greg James Corporate Controller

ResMed Inc. 1 Elizabeth Macarthur Drive, Bella Vista NSW 2153 Australia Tel: +61 2 8884 1000 Fax: +61 2 8883 3114 ABN 46 064 514 852

Global leaders in sleep and respiratory medicine www.resmed.com

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17 January 2011

Greg James Corporate Controller ResMed Inc 1 Elizabeth Macarthur Drive, Bella Vista NSW 2153

Dear Greg,

ASX Compliance Pty Limited ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215

Telephone 61 2 9227 0602 Facsimile 61 2 9241 7620 www.asx.com.au

Resmed Inc (the “Company”) Appendix 3Y – Change of Director’s Interest Notice

We refer to the following:

1. The Appendix 3Y lodged by the Company with ASX Limited (“ASX”) on 16 November 2010 for Mr. Peter Farrell (the “Appendix 3Y”);

2. Listing rule 3.19A which requires an entity to tell ASX the following:

   • 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.

     • On the date that the entity is admitted to the official list.

     • On the date that a director is appointed.

     • The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

   • 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

   • 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

3. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

1. The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.

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The Appendix 3Y indicates that a change in Mr Farrell’s notifiable interest occurred on 5 October 2010 (a US-dated transaction). It appears that the Appendix 3Y should have been lodged with ASX by 12 October 2010, the latest. As the Appendix 3Y was lodged on 16 November 2010, it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions:

1. Please explain why the Appendix 3Y was lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

• 3 If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail or by facsimile on facsimile number (02) 9241 7620. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 5.00 p.m. Sydney time on Friday, 21 January 2011 .

Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately

Please feel free to contact me if you have any queries on the above.

Yours sincerely,

(sent electronically without signature)

Stephanie Yong

Senior Adviser, Listings (Sydney)

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