ImpediMed Limited ($IPD)

Good morning. Good morning to all our shareholders online and in the room here in Sydney. I respectfully acknowledge the traditional owners of the land on which we meet, the Gadigal people of the Eora Nation. I pay my respects to their elders, past and present and also to all Aboriginal and Torres Strait Islanders peoples here today. My name is Christine Emmanuel-Donnelly, and it's my pleasure as Chair of the Board to welcome you to this Extraordinary General Meeting of ImpediMed Limited. It's now just past 11:00 a.m. in Sydney, the nominated time for the meeting, and I have been informed that a quorum is present. I note that the meeting has been validly constituted, and I'm pleased to declare the meeting open. So first, I'll go to introduce our directors who are joining here today in person as well as online. So we've got Fiona Bones, Non-Executive Director and Chair of Audit and Risk here in the room. Online, we have Janelle Delaney, Non-Executive Director. And joining us from the company's offices in Carlsbad, we have Andrew Grant, Non-Executive Director; McGregor Grant, CFO and Executive Director; and Erik Anderson, last but not least, CEO and Managing Director. So the Notice of Meeting was made available to all registered shareholders within the notice period required. With your consent, I'll take that document as read. As outlined in the notice, the purpose of this meeting is to seek shareholder approval for all elements of the $15.2 million capital raising announced to the market on 4th of May 2026. This capital raise involves an institutional placement in 2 tranches, attaching and following on options and a share purchase plan. The first tranche, Tranche 1 Placement Shares were issued using the company's existing 15% placement capacity under Listing Rule 7.1, raising $3 million. The second tranche, Tranche 2 Placement Shares, raising $10.2 million and requires shareholder approval. In addition, each placement share has an attaching option exercisable at $0.01 of the dollar expiring on 31st March 2027 as well as a follow-on option exercisable at $0.015 of the dollar expiring at 31st December 2027. The share purchase plan offering up to 100,000 shares to all shareholders and raising $2.1 million is subject to shareholder approval. This is because we increased the customary amount of $30,000 to $100,000 to enable all our shareholders the opportunity to participate fully. However, we did seek an underwriter to the SPP, and we also seek approval to commit options to the underwriter for providing us with the much needed certainty we required. As a reminder, the proceeds from the cap raise will include partial prepayment of the debt around $5 million, which will save around $0.7 million in annual interest payments. We will deploy the capital into high-growth markets of breast cancer-related lymphedema, heart health and weight management. We have reset our cost base, taking out $5 million in annualized cost-out initiatives, net of reinvesting in key revenue-generating functions and assuming full exercise of the options prior to maturity, we expect to be operating cash flow breakeven by second half financial year '28. This meeting has been convened for the sole purpose of voting on the resolutions to the capital raise. Last week, we released an announcement from our new CEO, Erik Anderson, containing an update on the business and including a personal webinar, which provided some affirming color and context of the business. Therefore, we ask that you refrain from asking questions on the business and the financial results. Questions should be limited to the resolutions put to the meeting. So moving on to the procedures of asking questions and making comments. I'll briefly outline the 3 ways to ask a question or make a comment via your attendance in person here today by submitting a question on the online platform or via the web phone. For asking a question in the room, shareholders and proxy holders will be holding a yellow or blue card. If you need assistance, please ask one of the registry staff in the auditorium here or in the foyer. To ask a question, please raise your card and when indicated by me, identify yourself and ask your question. Turning to online participants. The information I'm about to provide is contained in the online meeting guide available in the Download section on your screen. You will see at the bottom of your screen 3 boxes, ask a question, get a voting card and downloads. To ask a question, click the Ask a Question button. A box will appear with 2 sections as shown on the screen. Select from the drop-down menu, the item of business to which your question relates, then type your question in the space provided. Online questions relevant to your business will be read aloud by our Company Secretary during the relevant item of business. You can also ask questions via the Web Phone. Click on the Go To Web Phone option and follow the instructions. [Operator Instructions] When it is time to ask your question or make your comment, the moderator will introduce you to the meeting. Your line will be unmuted and you will be prompted to speak. The order in which we will address questions for each item of business will be: first, questions from shareholders in the room and then questions received via the online function. So turning now to voting procedures. I've been advised that all proxies received for the meeting have been checked, and we declare them valid for voting. Voting on all resolutions will be decided via a poll, which I now declare open. The poll will be taken at the end of the meeting, and the final results of voting will be released to the market as soon as they're available. There are a number of voting exclusions that apply to the resolutions being presented at today's meeting. These are outlined in the Notice of Meeting. We will display on the screen the number of direct and proxy votes received prior to the meeting when each resolution is put to the meeting and prior to asking for comments and questions. The figures shown are as recorded at the closing time for receipt of proxies, which was 11:00 a.m. on Tuesday, 9th June 2026. Where undirected proxies have been provided to me as Chair of the meeting, I confirm that as set out in the notice of meeting, I will vote the undirected proxies in favor of all resolutions. I will vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided. If you're eligible to vote, there are 2 ways you can cast your vote in person or via the online platform. If you are present in the room, you will have a yellow voting card, which you will then be asked to complete and hand to the registry staff at the appropriate time. I will advise you when it is time to complete your voting card. If you need assistance, please ask one of the staff. If you have a yellow voting card and need to leave early, you may, if you wish, hand your completed voting card to the staff at the desk as you leave. Online voting. To cast your vote using the online platform, please click the Get a Voting Card button and follow the prompts. You may cast your live vote at any time during the meeting. I will give you a 5-minute warning before we close the online voting platform. You will see a red bar appear along the top of the online platform with a countdown timer of how long you have remaining to cast your vote. Item 1, ratification of the issue of Tranche 1 Placement Shares. The first item of business seeks approval of ratification of the issue of Tranche 1 Placement Shares. I put the resolution to the meeting as displayed on your screen. The votes received prior to the meeting for this item are now shown on your screen. I will now take questions on this item of business. I invite questions or comments from shareholders or proxy holders present in the room.

Christine, can I just ask if the people who participated in Tranche 1 were aware that there would be an SPP following the announcement of the capital raising?

I think so, yes, absolutely. David, is there -- yes. David [indiscernible] here, yes.

Yes. So participants in the Tranche 1 raising were aware all details of the overall...

Thank you. Okay. Any questions on the online platform? No questions, Okay. So item 2, approval to issue of Tranche 1 options. I will now move on to this item to seek approval for the issue of the Tranche 1 options. I put the resolution to the meeting as displayed on your screen. The votes received prior to the meeting are now shown on your screen, and I invite questions or comments on this item of business from shareholders or proxy holders present in the room. And any questions online? So we'll move on to the next item, which concerns the approval to issue the Tranche 2 securities, and I put the resolution to the meeting as displayed on your screen. So I invite questions or comments from in the room. Any online? Okay. Let's move on to the next item which seeks approval to issue the share purchase plan securities, and I put the resolution to the meeting as displayed on your screen. And the votes received prior to the meeting are now also shown on your screen, and I will take questions on this item of business from shareholders, proxy holders in the room.

Christine, I just want to ask about the scale back. Yes. I understand it's based on size of shareholding prior to SPP. I expect this will be disadvantageous probably to smaller shareholders who have been very loyal and quite long suffering. So first of all, I know quite often companies will announce a cap at the conclusion of the SPP, whereas this was announced beforehand, given that having access to additional capital would have either given the opportunity to reduce debt further or would have given the opportunity to accelerate the implementation of strategies and thus get the company to a successful outcome. Why wasn't that sort of a [indiscernible] a cap taken? And secondly, why wasn't the scale back a flat percentage of the oversubscription? I believe this is common practice with SPPs rather than based on shareholding.

Yes, sure. I think we were actually of the view that raising the 30,000 customary amount to 100,000 meant that we gave our shareholders more than ample opportunity to participate. So that was our that was our approach. We were much more inclined to give our current shareholders, more opportunity to participate than less. So I think given that was the underlying kind of approach, I think the scale back has may be viewed as being negative in that sense. But I think given that there was already a huge upside in the amount that our current shareholders could participate in, we felt that, that was okay. David, is there anything to add to that or perhaps McGregor in the -- to add to that answer?

I think that's fine.

I would just make the observation that in the terms of the SPP, including scale back that we assess market practice and considered...

Any online questions on that item? Okay. Great. Thank you. So the next item of business is to seek approval to issue the commitment options and the resolution is put to you as displayed on the screen. And the votes received prior to the meeting are now shown on the screen. And I'll take questions on this item from within the room. And any online? Okay. Thank you. And then other items relate to the placement securities to each of the directors. So I will ask Fiona to come up and introduce the next resolution.

Thanks, Christine. The next item of business seeks approval to issue the director placement securities for Christine Emmanuel-Donnelly. I put the resolution to the meeting as displayed on your screen. The votes received prior to the meeting for this item are now shown on your screen. I will now take questions on this item of business. I invite questions or comments from shareholders or proxy holders present in the room. Any online questions? Any other questions? And back to you Christine.

Okay. Thanks, Fiona. We'll move on to the next item, approval to issue the director placement securities for Janelle Delaney. I put the resolution to the meeting as displayed on your screen. And the votes received prior to the meeting for this item are now shown on your screen. I will now take questions on this item of business from within the room or online? No? Thank you. We'll move on to the next, which seeks approval to issue the director placement securities for Fiona Bones. Votes received prior to the meeting for this item are now shown on your screen. And I invite questions, comments from shareholders in the room or online. Approval to issue director placement securities to Andrew Grant. I put the resolution to the meeting as displayed on your screen. The votes received prior to the meeting are now shown on your screen. And I'll take questions on this item from within the room or online. Thank you. Finally, the approval to issue the director placement securities for Erik Anderson. And I put the resolution to the meeting as displayed on your screen and the votes received prior to this meeting are now shown on your screen. And I will take questions on this item from those in the room or online. Thank you. Thank you, everyone. This concludes the formalities of the meeting. I ask that you now complete your voting card if you've not already done so, and MUFG will collect these cards. For those attending online, you should now submit your votes. The poll will remain open for a further 5 minutes to allow you to complete your voting on your electronic voting card with the poll closing after that time. As I mentioned earlier, the results of this meeting will be announced to the ASX as soon as they're available. Thank you, everyone, for your support of the business and supporting its growth path. Thank you. I now declare the meeting closed.