RESMED INC — Proxy Solicitation & Information Statement 2009

Oct 8, 2009

ResMed Inc. ABN 46 064 514 852

000001 000 RMD
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

www.investorvote.com.au

$\boxtimes$ By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

CDI Voting Instruction Form

Vote online or view the annual report, 24 hours a day, 7 days a week: www.investorvote.com.au Your secure access information is: $\triangledown$ Cast your vote or appoint a proxy Control Number: 999999 $\sqrt{\phantom{a}}$ Access the annual report

$\triangledown$ Review and update your security holding

SRN/HIN: 19999999999 PIN: 99999

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

$\mathbb{R}^{\leq}$ For your vote to be effective it must be received by 10.00am on 16 November 2009 (AEDT), 3.00pm on 15 November 2009 (U.S. Pacific Standard Time)

How to Vote on Items of Business

Each CHESS Depositary Interest (CDI) is equivalent to one - tenth of a share of ResMed Inc Common Stock, so that every 10 (ten) CDIs that you own as of 22 September 2009 (AEDT), on 21 September 2009 (US Pacific Standard Time) entitles you to one vote.

You can vote by completing, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions to CHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to return the form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough time to tabulate all CDI votes and to vote on the underlying shares.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided, which state the office held by the signatory. ie Sole Director, Sole Company Secretary or Director and Company Secretary.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Turn over to complete the form $\rightarrow$

FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE	SAMPLEVILLE VIC 3030		Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.	I 9999999999		I ND
	CDI Voting Instruction Form		Please mark	$\mathbf X$ to indicate your directions
STEP 1	CHESS Depositary Nominees will vote as directed Voting Instructions to CHESS Depositary Nominees Pty Ltd I/We being a holder of CHESS Depositary Interests of ResMed Inc hereby direct CHESS Depositary Nominees Pty Ltd to vote the shares underlying my/our holding in accordance with the following directions at the Annual Meeting of ResMed Inc to be held at ResMed Limited, located at 1 Elizabeth Macarthur Drive, Bella Vista NSW 2153 on Wednesday, 18 November 2009 at 10.00am (AEDT), Tuesday, 17 November 2009 at 3.00 pm (US Pacific Standard Time) and at any adjournment of that meeting. By execution of this CDI Voting Form the undersigned hereby authorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes in their discretion to vote in accordance with the following directions.					XX
STEP 2	Items of Business ORDINARY BUSINESS		PLEASE NOTE: If you mark the Abstain box for an item, you are directing CHESS Depositary Nominees Pty Ltd not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.		Against For	Abstain
1.	To elect a class of three directors to hold office until ResMed Inc's annual meeting of stockholders to be held in 2012 or until his or her successor is duly elected and qualified:
	Peter Farrell
	Gary Pace
	Ronald Taylor
2.	Approval of the Amendment to the Amended and Restated ResMed Inc. 2006 Incentive Award Plan, to rename the plan, increase the number of shares authorized for issuance thereunder from 9,900,000 to 11,460,825 and extend the term of the plan from October 1, 2018 to September 29, 2019, which approvals will also constitute approval under Australian Stock Exchange (ASX) Listing Rule 10.14; including approval of the issuance of shares to our directors, officers, employees and consultants as set forth in the plan; and
3.	Approval of the Amendment to The ResMed Inc. Employee Stock Purchase Plan, to rename the plan, to increase the number of shares authorized for issuance thereunder from 500,000 to 1,100,000 and extend the maximum term of the plan from November 13, 2013 to September 29, 2019, and make certain other changes; and
	Ratification of the selection of KPMG LLP as our independent auditors to examine our consolidated financial statements for the fiscal year ending June 30, 2010; and
4.

If you do not mark either the 'For', 'Against', 'Withheld' or 'Abstain' box (as appropriate) your vote will not be counted.

Securityholder 2			Securityholder 3
Director
	Contact
		Daytime		Director/Company Secretary

$\hat{\mathbf{r}}$

ResMed Inc. ABN 46 064 514 852

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne VIC 3001 Phone: within Australia 1300 855 080 outside Australia +61 3 9415 4000 Facsimile: +61 3 9473 2500

www.computershare.com

000001 000 RMD
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with matters arising from your securityholding in ResMed Inc. Unfortunately, our correspondence has been returned to us marked "Unknown at the current address". For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notice of meeting.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

• Security Reference Number (SRN);

• ASX trading code;

• Name of company in which security is held;

• Old address; and

• New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

ResMed Inc

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For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

or email to: rmdenquiries@computershare.com.au

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

000001 000 RMD MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL
SAMPLE ESTATE SAMPLEVILLE VIC 3030

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

Meeting Information

Meeting Type: 2009 Annual For holders as of: September 22, 2009 Date: November 18, 2009 Time: 10:00 AM Australian Eastern Time November 17, 2009 3:00 PM U.S. Pacific Time Location: ResMed 1 Elizabeth Macarthur Drive Bella Vista, New South Wales 2153, AU

You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.investorvote.com.au or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions $\rightarrow$

$rac{1}{200000}$	To vote online, 24 hours a day, 7 days a week: www.investorvote.com.au
$\sqrt{ }$ Cast your vote or appoint a proxy Access the annual report ⋈ Review and update your securityholding		Your secure access information is: Control Number: 999999 SRN/HIN: 19999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your 玟 SRN/HIN confidential.

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

VOTING FORM

NOTICE OF MEETING

ANNUAL REPORT

How to View Online:

Have the 6-Digit Control Number available (located on the font of this document) and visit: www.investoryote.com.au

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY TELEPHONE: +61 3 9415 4000

2) BY E-MAIL*: rmdenquiries@computershare.com.au

* If requesting materials by e-mail, please send a e-mail with your registered name, address and SRN/HIN.

Please make the request as instructed above on or before November 4, 2009 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by Internet, go to www.investorvote.com.au. Have the 6 Digit Control Number available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting form.

Voting Items

The Board of Directors recommends that you vote FOR the following:

• 1. Election of three directors, each to serve for a three-year term.
• Nominees:
• 1) Peter Farrell
• 2) Gary Pace
• 3) Ronald Taylor

The Board of Directors recommends you vote FOR the following proposal(s):

• 1. Approval of the Amendment to the Amended and Restated ResMed Inc. 2006 Incentive Award Plan, to rename the plan, increase the number of shares authorized for issuance there under from 9,900,000 to 11,460,825 and extend the term of the plan from October 1, 2018 to September 29, 2019, which approvals will also constitute approval under Australian Stock Exchange (ASX) Listing Rule 10.14, including approval of the issuance of shares to our directors, officers, employees and consultants as set forth in the plan; and
• 1. Approval of the Amendment to The ResMed Inc. Employee Stock Purchase Plan, to rename the plan, to increase the number of shares authorized for issuance thereunder from 500,000 to 1,100,000 and extend the maximum term of the plan from November 13, 2013 to September 29, 2019, and make certain other changes; and
• 1. Ratification of the selection of KPMG LLP as our independent auditors to examine our consolidated financial statements for the fiscal year ending June 30, 2010; and
• 1. Transaction of such other business as may properly come before the meeting.