Anteris Technologies Global Corp. - AGM Information 2021

ASX ANNOUNCEMENT

17 February 2021

NOTICE OF EXTRAORDINARY GENERAL MEETING

Anteris Technologies Ltd Extraordinary General Meeting will be held at 10:00 a.m. AEST on Friday, 19 March 2021.

The Notice of Meeting and Explanatory Memorandum, Proxy Voting Form, Notice and Access Letter and Online Meeting Guide are being distributed to all shareholders. A copy of these documents follows this announcement and they can be viewed on the Anteris Technologies Ltd website at www.anteristech.com

ENDS

About Anteris Technologies Ltd (ASX: AVR)

Anteris Technologies Ltd is a structural heart company delivering clinically superior and durable solutions through better science and better design. Its focus is on developing next generation technologies that help healthcare professionals create life-changing outcomes for patients.

The Anteris DurAVR™ aortic replacement valve addresses the acute need in terms of superior hemodynamic profile as well as chronic needs in its ability to sustain that profile longer over the lifetime of the patient.

The proven benefits of its ADAPT[®] tissue technology, paired with the unique 3D single-piece aortic valve design of DurAVR™, has the potential to deliver a functional cure to aortic stenosis patients and provide a much-needed solution to the challenges facing heart surgeons today. Authorisation and Additional information

This announcement was authorised by Mr Stephen Denaro, Company Secretary.

For more information:

Ms Kyahn Williamson WE Communications E: [email protected] P: +61 401 018 828 www.anteristech.com Twitter: @AnterisTech Facebook: www.facebook.com/AnterisTech

Anteris Technologies Ltd

Registered Office: Toowong Tower, Suite 302, Level 3, 9 Sherwood Rd, Toowong, Queensland, 4066

Customer Service:

T +61 1300 550 310 | F +61 1300 972 437 | E [email protected] | W anteristech.com

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Brisbane ▪ Minneapolis ▪ Geneva ▪ Malaga

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ANTERIS TECHNOLOGIES LTD ACN 088 221 078

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

TO BE HELD AT 10:00 AM AEST ON FRIDAY, 19 MARCH 2021

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter, please do not hesitate to contact the Company Secretary by telephone on +61 (0)7 3152 3200

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General Meeting of Anteris Technologies Ltd ACN 088 221 078 (the Company ) will be held on 19 March 2021 at 10:00 AM AEST ( Meeting ).

The Company will hold the Meeting at the Company’s registered office at Toowong Tower, Suite 302, Level 3, 9 Sherwood Rd Toowong, Queensland. In light of the current global outbreak of the Coronavirus (COVID-19), the Company has determined not to allow Shareholders to physically attend the meeting . The Company will make available an online platform whereby Shareholders will be able to participate virtually in the Meeting. Details are set out below.

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice. The directors of the Company (the Directors ) have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on 17 March 2021 at 7:00 PM AEDT.

Terms and abbreviations used in this Notice, including the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1(a) – Ratification and approval of prior issue of shares to certain institutional investors on 29 December 2020 under Listing Rule 7.1

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue to certain institutional investors of 38,543 Shares under Listing Rule 7.1 at $3.37 per Share as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 1(a) by or on behalf of a person who participated in the issue or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 1(a) by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 1(b) – Ratification and approval of prior issue of shares to certain institutional investors on 29 December 2020 under Listing Rule 7.1A

To consider, and if in favour, pass the following resolutions as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue to certain institutional investors of 278,411 Shares under Listing Rule 7.1A at $3.37 per Share as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 1(b) by or on behalf of a person who participated in the issue or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 1(b) by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 2(a) – Ratification and approval of prior issue of Placement Shares to Mercer Street Global Opportunity Fund, LLC

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue of the Placement Shares to Mercer Street Global Opportunity Fund, LLC as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2(a) by or on behalf of a person who participated in the issue or any associates of that person. However this does not apply to a vote cast in favour of Resolution 2(a) by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Resolution 2(b) – Ratification and approval of prior issue of Commencement Shares to Mercer Street Global Opportunity Fund, LLC

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue of the Commencement Shares to Mercer Street Global Opportunity Fund, LLC as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2(b) by or on behalf of a person who participated in the issue or any associates of that person. However this does not apply to a vote cast in favour of Resolution 2(b) by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

5. Resolution 2(c) – Ratification and approval of prior issue of First Tranche Convertible Notes to Mercer Street Global Opportunity Fund, LLC

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue of the First Tranche Convertible Notes to Mercer Street Global Opportunity Fund, LLC as detailed in the Explanatory Memorandum.” Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2(c) by or on behalf of a person who participated in the issue or any associates of that person. However this does not apply to a vote cast in favour of Resolution 2(c) by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;

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(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6. Resolution 2(d) – Ratification and approval of prior issue of First Options to Mercer Street Global Opportunity Fund, LLC

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue of the First Options to Mercer Street Global Opportunity Fund, LLC as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2(d) by or on behalf of a person who participated in the issue or any associates of that person. However this does not apply to a vote cast in favour of Resolution 2(d) by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 3 – Approval of future issue of Second Tranche Convertible Notes to Mercer Street Global Opportunity Fund, LLC

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and all other purposes, approval be given to issue the Second Tranche Convertible Notes to Mercer Street Global Opportunity Fund, LLC as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 3 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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8. Resolution 4 – Approval of future issue of Second Options to Mercer Street Global Opportunity Fund, LLC

To consider, and if in favour, pass the following resolution as an ordinary resolution:

“That, for the purposes of Listing Rule 7.1 and all other purposes, approval be given to issue the Second Options to Mercer Street Global Opportunity Fund, LLC as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 4 by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
(b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

BY ORDER OF THE BOARD

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Stephen Denaro Director and Company Secretary

Dated: 17 February 2021

ANTERIS TECHNOLOGIES LTD ACN 088 221 078 EXPLANATORY MEMORANDUM

This Explanatory Memorandum and the attachments to it (including the Proxy Form) are important documents. They should be read carefully. Other than the information set out in this Notice, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 1 to 4 (inclusive).

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice, including this Explanatory Memorandum, carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. To appoint a proxy shareholders must sign and return the Proxy Form to the Company in accordance with its instructions. Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting.

Please note that:

a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;
a proxy need not be a Shareholder; and
a Shareholder entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where the proportion or number is not specified, each proxy may exercise half of the votes.

Proxy Forms must be received by the Company no later than 10:00 AM AEST on 17 March 2021, being at least 48 hours before the Meeting.

The Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORONAVIRUS PANDEMIC (COVID-19)

The Company plans to hold the Extraordinary General Meeting virtually on 19 March 2021 at 10:00 AM AEST. As at the date of this Notice, the ongoing Coronavirus pandemic (COVID-19) has resulted in the Australian and Queensland governments implementing a number of restrictions and guidelines including those in relation to travel, public gatherings and social distancing. Due to these restrictions, Shareholders may not physically attend the Meeting at the Company’s registered office at Toowong Tower, Suite 302, Level 3, 9 Sherwood Rd Toowong, Queensland on 19 March 2021. The Company will implement the applicable Australian and Queensland government restrictions at the Meeting.

In order to allow all Shareholders to participate in the Meeting, the Company encourages Shareholders to submit their votes by proxy by the proxy voting cut-off time of 10:00 AM AEST on 17 March 2021. In addition, the Company has organised an online facility, where Shareholders will be able to login and view a live webcast of the Meeting and to submit their voting online in real time. Details on how Shareholders can join this live webcast is outlined in the online meeting guide which accompanies this Notice. The Directors do not intend to attend the Meeting in person and will participate in the live webcast.

If you wish to ask questions of the Directors, you may pre-submit questions ahead of the Meeting to ensure there is an opportunity for them to be addressed. Please submit your question at [email protected], stating who the question is directed to and your Shareholding details. Alternatively, questions will be able to be submitted online during the meeting.

The health and safety of shareholders, employees and other interested parties is a key priority and accordingly additional measures may be required to be implemented prior to the Meeting. Any such changes will be advised to Shareholders electronically, on the Company’s website (https://anteristech.com/investors) and via market announcement to ASX as soon as practicable and in any event at least two business days prior to the Meeting.

RESOLUTIONS 1(A) AND 1(B): RATIFICATION AND APPROVAL OF PRIOR ISSUE OF SHARES TO CERTAIN INSTITUTIONAL INVESTORS ON 29 DECEMBER 2020

As announced to ASX on 30 December 2020, the Company has completed a placement of 316,954 Shares to certain institutional investors raising $1.1M ( Share Placement ). Of the Shares issued as part of the Share Placement, 38,543 Shares were issued using the Company’s placement capacity under Listing Rule 7.1 and 278,411 Shares were issued using the Company’s placement capacity under Listing Rule 7.1A.

Resolutions 1(a) and 1(b) seek approval for the Share Placement pursuant to Listing Rule 7.4. Resolution 1(a) seeks approval for the 38,543 Shares issued using the Company’s placement capacity under Listing Rule 7.1. Resolution 1(b) seeks approval for the 278,411 Shares issued using the Company’s placement capacity under Listing Rule 7.1A.

Listing Rule 7.1 provides that, subject to certain exceptions, the Company may only issue up to 15% of the number of Shares on issue as at the date 12 months prior to the issue of new Shares without prior approval of Shareholders.

Under Listing Rule 7.1A, an “eligible entity” can seek approval from its shareholders (by way of special resolution passed at its annual general meeting) to increase this 15% limit by an extra 10% to 25%. An “eligible entity” means an entity which is not included in the S&P/ASX 300 index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes and obtained Shareholder approval pursuant to Listing Rule 7.1A on 15 May 2020.

Listing Rule 7.4 provides that, where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1 (and did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1. An issue made in accordance with Listing Rule 7.1A can also be subsequently approved under Listing Rule 7.4, and if it is approved, the issue will not count towards the 10% placement capacity in Listing Rule 7.1A.

The Company wishes to retain flexibility to issue additional securities in the future without having to obtain Shareholder approval for such issues under Listing Rules 7.1 and 7.1A.

If Resolutions 1(a) or 1(b) are approved, it will have the effect of refreshing the Company’s ability to issue further securities without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act), to the extent of the number of securities the subject of that resolution. In particular:

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if Resolution 1(a) is approved, the 38,543 Shares issued using the Company’s placement capacity under Listing Rule 7.1 will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date; and
if Resolution 1(b) is approved, the 278,411 Shares issued using the Company’s placement capacity under Listing Rule 7.1A will be excluded in calculating the Company’s additional 10% placement capacity under Listing Rule 7.1A, effectively increasing the number of securities it can issue without Shareholder approval under Listing Rule 7.1A until the earlier of:
15 May 2021 (being the date that is 12 months from the date of the Company’s last annual general meeting where Shareholders approved the Company’s additional 10% placement capacity pursuant to Listing Rule 7.1A);
the time and date of the Company’s next annual general meeting; and
the time and date of Shareholder approval for a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

However:

if Resolution 1(a) is not approved, the 38,543 Shares issued using the Company’s placement capacity under Listing Rule 7.1 will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date; and
if Resolution 1(b) is not approved, the 278,411 Shares issued using the Company’s placement capacity under Listing Rule 7.1A will be included in calculating the Company’s additional 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of securities it can issue without Shareholder approval under Listing Rule 7.1A until the earlier of:
15 May 2021 (being the date that is 12 months from the date of the Company’s last annual general meeting where Shareholders approved the Company’s additional 10% placement capacity pursuant to Listing Rule 7.1A);
the time and date of the Company’s next annual general meeting; and
the time and date of Shareholder approval for a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

Listing Rule 7.5

In compliance with the information requirements of Listing Rule 7.5, Shareholders are advised of the following particulars:

Persons to whom securities were issued	Certain institutional investors identified by the Company and its brokers through a bookbuild process. The Company does not consider that the identity of the institutional investors who participated in the Share Placement is likely to be material to a decision by Shareholders whether or not to approve Resolutions 1(a) and 1(b).
Number and class of securities issued	316,954 ordinary fully paid shares, comprising 38,543 Shares under Listing Rule 7.1 and 278,411 Shares under Listing Rule 7.1A
Date of issue	29 December 2020
Issue price	$3.37 per Share
Purpose of issue	Working capital purposes
Summary of the material terms of the agreement upon which the securities were issued	The Shares issued under the Share Placement were issued under a placement letter with each institutional investor who participated in the Share Placement (Placement Letter). Under the Placement Letter, the relevant institutional investors agreed to advance funds to the Company in exchange for which the Company agreed to issue shares to the investor. The Placement Letter otherwise contains representations and warranties standard for an agreement of this nature.
Voting exclusion statement	Voting exclusion statements are included with Resolutions 1(a) and 1(b).

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 1(a) and 1(b).

RESOLUTIONS 2(A), 2(B), 2(C) and 2(D): RATIFICATION AND APPROVAL OF PRIOR ISSUE OF SECURITIES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

As announced to ASX on 6 January 2021, the Company has entered into a convertible security and share purchase agreement ( Purchase Agreement ) with Mercer Street Global Opportunity Fund, LLC ( Mercer ) whereby Mercer will provide the Company with a $20 million funding package comprised of shares, options, convertible notes and a put option in favour of the Company to fund the Company’s TAVR research and development and general working capital expenses.

On 20 January 2021, the Company completed the issue of the first tranche securities to Mercer as follows:

(a) a placement of 291,545 Shares to raise a total of $1,000,000 at an issue price of $3.43 ( Placement Shares );
(b) an issue of 50,000 Shares for nil cash consideration ( Commencement Shares );
(c) an issue of 1,620,000 convertible notes ( First Tranche Convertible Notes ) each with a face value of $1.00 at a subscription price of $0.925926 per convertible note to raise $1,500,000 (before expenses); and;

(d) an issue of 150,000 Options to acquire Shares for nil consideration ( First Options ).

The Commencement Shares, First Options and First Convertible Notes were issued using the Company’s placement capacity under Listing Rule 7.1. The Placement Shares were issued using the Company’s placement capacity under Listing Rule 7.1A. The Placement Shares, the Commencement Shares, the First Options and the First Tranche Convertible Notes are together referred as the First Closing Securities .

A summary of the application of Listing Rules 7.1 and 7.1A is set out in the explanatory notes to Resolutions 1(a) and 1(b) above.

Resolutions 2(a) to 2(d) seek Shareholder approval to ratify the issue of the First Closing Securities to Mercer for the purposes of Listing Rule 7.4. A summary of the application of Listing Rule 7.4 is set out in the explanatory notes to Resolution 1 above. In particular:

(a) Resolution 2(a) seeks Shareholder approval to ratify the issue of the Placement Shares;
(b) Resolution 2(b) seeks Shareholder approval to ratify the issue of the Commencement Shares;
(c) Resolution 2(c) seeks Shareholder approval to ratify the issue of the First Tranche Convertible Notes; and

(d) Resolution 2(d) seeks Shareholder approval to ratify the issue of the First Options.

A summary of the terms of the First Options are set out in Schedule 2. A summary of the terms of the First Tranche Convertible Notes are set out in Table 1 below. Notably, the conversion price for the First Tranche Convertible Notes is 90% of the volume weighted average price of the Shares for the five trading days on which the Shares traded in the ordinary course of business on the ASX ending on the date immediately prior to the relevant conversion notice is given by Mercer, subject to the conversion price being not less than $2.50 ( Floor Price ). For the purposes of Listing Rule 7.1, the number of Shares into which the First Tranche Convertible Notes convert is calculated using the Floor Price. Therefore, the issue of the First Tranche Convertible Notes is deemed to utilise 648,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1.

If any of Resolutions 2(a) to 2(d) are approved, it will have the effect of refreshing the Company’s ability to issue further securities without the need to obtain further Shareholder approval (subject to the Listing Rules and the Corporations Act), to the extent of the number of securities the subject of that resolution. In particular:

if Resolution 2(a) is approved, the Placement Shares (utilising 291,545 Shares of placement capacity for the purposes of Listing Rule 7.1A) will be excluded in calculating the Company’s additional 10% placement capacity under Listing Rule 7.1A, effectively increasing the number of securities it can issue without Shareholder approval under Listing Rule 7.1A until the earlier of:
15 May 2021 (being the date that is 12 months from the date of the Company’s last annual general meeting where Shareholders approved the Company’s additional 10% placement capacity pursuant to Listing Rule 7.1A);
the time and date of the Company’s next annual general meeting; and
the time and date of Shareholder approval for a transaction under Listing Rule 11.1.2 or Listing Rule 11.2;
if Resolution 2(b) is approved, the Commencement Shares (utilising 50,000 Shares of placement capacity for the purposes of Listing Rule 7.1) will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date;
if Resolution 2(c) is approved, the First Tranche Convertible Notes (utilising 648,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1) will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date; and
if Resolution 2(d) is approved, the First Options (utilising 150,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1) will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date.

However:

if Resolution 2(a) is not approved, the Placement Shares (utilising 291,545 Shares of placement capacity for the purposes of Listing Rule 7.1A) will be included in calculating the Company’s additional 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of securities it can issue without Shareholder approval under Listing Rule 7.1A until the earlier of:
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15 May 2021 (being the date that is 12 months from the date of the Company’s last annual general meeting where Shareholders approved the Company’s additional 10% placement capacity pursuant to Listing Rule 7.1A);
the time and date of the Company’s next annual general meeting; and
the time and date of Shareholder approval for a transaction under Listing Rule 11.1.2 or Listing Rule 11.2;
if Resolution 2(b) is not approved, the Commencement Shares (utilising 50,000 Shares of placement capacity for the purposes of Listing Rule 7.1) will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date;
if Resolution 2(c) is not approved, the First Tranche Convertible Notes (utilising 648,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1) will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date; and
if Resolution 2(d) is not approved, the First Options (utilising 150,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1) will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date.

Listing Rule 7.5

In compliance with the information requirements of Listing Rule 7.5, Shareholders are advised of the following particulars in relation to Resolutions 2(a) to 2(d):

relation to Resolutions 2(a) to 2(d):
Persons to whom securities were issued	Mercer Street Global Opportunity Fund, LLC
Number and class of securities issued	Commencement Shares: 50,000 First Options: 150,000 First Tranche Convertible Notes: 1,620,000 (utilising 648,000 Shares worth of Placement Capacity for the purposes of Listing Rule 7.1) Placement Shares: 291,545
Date of issue	20 January 2021
Issue price	Commencement shares: nil cash consideration First Options: nil cash consideration First Tranche Convertible Notes: $0.925926 per Convertible Note Placement Shares: $3.43 per Share
Purpose of issue	To fund the Company’s TAVR research and development and general working capital expenses.
Terms of the First Options	A summary of the key terms of the First Options are set out in Schedule 2.
Terms of the First Tranche Convertible Notes	A summary of the key terms of the First Tranche Convertible Notes are set out below in Table 1.
Summary of the material terms of the Purchase Agreement	The First Closing Securities were issued under the Purchase Agreement. A summary of the key terms of the Purchase Agreement are set out in Table 2.
Voting exclusion statement	Voting exclusion statements are included with Resolutions 2(a), 2(b), 2(c) and 2(d).

Table 1: Terms of the Convertible Notes

The key terms and conditions of the Convertible Notes are set out below.

Term	Description
Face Value	$1 per Convertible Note
Subscription Price	$0.925926 per Convertible Note, which equates to: • $1,500,000 paid by Mercer for the First Tranche Convertible Notes with a face value of $1,620,000; and • $1,000,000 to be paid by Mercer for the Second Tranche Convertible Notes with a face value of $1,080,000.
Maturity Date	16 months from the date of issue of the Convertible Notes (Maturity Date).


Interest Rate	No interest is payable on unconverted drawn funds. Upon an event of default occurring, the Company must pay interest at a rate of 10% per annum on the amount of the face value of all Convertible Notes issued which have not been converted or repaid.
Conversion of Convertible Notes	Mercer may (at its absolute discretion) convert the Convertible Notes (in a minimum parcel with a face value of at least $25,000) at any time prior to the Maturity Date, by giving the Company a conversion notice. The conversion will occur within 5 business days of receipt of the notice. Unless there is an event of default subsisting, Mercer must not issue a conversion notice on or before 30 April 2021 without the Company’s consent. The number of Shares to which Mercer is entitled upon conversion of the relevant Convertible Notes is determined by the following formula: Number of Shares = repayment amount / conversion price. The applicable conversion price is set out below. Upon conversion of a Convertible Note, the Convertible Note is cancelled and may not be reissued and the face value of the Convertible Note which has been converted will be deemed satisfied.
Conversion by the Company	The Company has no right to require Mercer to convert any Convertible Notes at any time.
Conversion Price	The conversion price for Convertible Notes is 90% of the volume weighted average price of the Shares for the five trading days on which the Shares traded in the ordinary course of business on the ASX ending on the date immediately prior to the relevant conversion notice, subject to the conversion price being not less than $2.50 (Floor Price).
Repayment	If Mercer has not notified the Company in writing by the day that is 10 business days prior to the relevant Maturity Date that it will be converting the relevant Convertible Notes (in whole or in part), the Company must repay the face value of the Convertible Notes (and any accrued but unpaid interest) within 55 business days of the Maturity Date. If an event of default is subsisting after the Company has received 10 business days’ notice from Mercer, the Company must repay the face value of the outstanding Convertible Notes (together with any accrued by unpaid interest) within 10 business days of such notice. If a ‘Change of Control Event’ or a ‘Delisting Event’ (defined below) occurs, Mercer may require repayment by the Company of some or all of the Convertible Notes. Mercer may not require repayment where a Delisting Event occurs and Shares (or shares of a holding company that acquires the Company) are quoted on another stock exchange (of a size at least equivalent to the ASX) no more than two business days after the shares are no longer quoted by ASX (Relisting Event). If a Relisting Event occurs, Mercer and the Company agree to amend the Purchase Agreement to ensure the Purchase Agreement operates in a manner consistent with that contemplated prior to the Relisting Event. Mercer may also require repayment of the face value of the outstanding Convertible Notes within 65 business days after Mercer issues a notice that there has been an adverse change of law affecting Mercer. A ‘Change of Control Event’ means each of: • a takeover bid being made to acquire all of the Shares and: `o` the offer under the takeover bid is, or becomes, unconditional; and `o` either:  the bidder has acquired at any time during the offer period (or after the close of the offer period) a relevant interest in more than 50 per cent of the Shares on issue; or  the directors of the Company recommend acceptance of the offer under the takeover bid; • a court approves a proposed scheme of arrangement which, when implemented, will result in a person having a relevant interest in 100 per cent of the Shares on issue in the Company (where the requisite shareholder approval has also been obtained). A ‘Delisting Event’ means where: • the Shares are no longer quoted on ASX; or

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	• the Shares are suspended from trading on ASX for a period of 20 consecutive business days, in any case, other than as a result (directly or indirectly) of a Change of Control Event.
Ranking on Conversion	Shares issued on conversion of the Convertible Notes will rank equally with existing Shares on issue.
Security Documents	Repayment of the face value of the Convertible Notes, and all obligations under the Purchase Agreement, are secured by a general security granted by the Company in favour of Mercer, which ranks behind existing security granted by the Company to Mitchell Asset Management Pty Ltd and Sio Partners, LP.
Reconstruction of capital	In the event of a consolidation, subdivision or similar reconstruction of the issued capital of the Company, the terms of the Convertible Notes (including the Floor Price) will be reconstructed to the extent necessary to comply with the Listing Rules.
Participation Rights	The Convertible Notes will not carry any entitlement to participate in future issues of securities by the Company prior to any conversion of the Convertible Notes into Shares. The Company is restricted from undertaking certain forms of capital raisings without the consent of Mercer, which consent must not be unreasonably withheld where Mercer has been given a first right to participate in such raising and certain restrictions otherwise apply to the terms of such raising.
No Voting Rights	Except as required by the Corporations Act, the Convertible Notes will not carry a right to vote at general meetings of the Company prior to any conversion of the Convertible Notes into Shares.

Table 2: Summary of other material terms of the Purchase Agreement

A summary of the other material terms of the Purchase Agreement is set out below.


Term	Description
Second Investment Amount	Subject to all of the relevant ‘Closing Conditions’ (detailed below) being satisfied or waived, Mercer agrees to advance the Company a further $1,000,000 (less taxes and transaction costs) by way of a subscription for $1,080,000 worth of Convertible Notes (Second Tranche Convertible Notes). The Company also agrees to issue 350,000 Options to Mercer (Second Options). The issue of the Second Tranche Convertible Notes and Second Options to Mercer is subject to Shareholder approval. Anteris must seek Shareholder approval of the issue of the Second Tranche Convertible Notes and the Second Options by 31 March 2021. If Shareholder approval for the issue of the Second Options is not obtained by that date, Anteris must pay Mercer a cash fee of $250,000.
Put Option Facility	Between 20 May 2021 and 6 January 2023, Anteris may, subject to certain conditions, request further funding from Mercer of up to $16,500,000 (less taxes and transaction costs) (Subsequent Investment Amount) under the Put Option Facility. In consideration for each tranche of the Subsequent Investment Amount advanced to the Company, the Company will issue to Mercer the number of Shares calculated below (Subsequent Investment Shares) with a deemed issue price equal to 90% of the average of the daily volume weighted average price for the five trading days on which Shares traded in the ordinary course of business of business on ASX ending on the date immediately prior to the date on which Anteris calls on the Subsequent Investment Amount. The number of Subsequent Investment Shares issued to Mercer must be no greater than 10 times the average daily number of Shares traded on ASX during the 10 trading days prior to the date on which Anteris calls on the Subsequent Investment Amount. Mercer’s obligation to provide the Subsequent Investment Amount is conditional upon: • all of the relevant ‘Closing Conditions’ (detailed below) being satisfied or waived; • the Second Tranche Convertible Notes and Second Options being issued to Mercer; and • the Company paying a fee equal to 1.5% of the relevant Subsequent Investment Amount to Mercer, which may be satisfied (at Mercer’s election) in either cash or, subject to obtaining Shareholder approval, Shares (Subsequent Investment Fee). If Mercer elects to receive the Subsequent Investment Fee by an issue of Shares, Anteris must use reasonable endeavours to obtain Shareholder approval to issue Shares at the first general meeting of the Company held after Mercer gives notice to

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Term	Description
	the Company. If Shareholder approval is not obtained, Anteris must pay the Subsequent Investment Fee in cash. The Company may make multiple drawdowns under the Put Option Facility, provided that the aggregate Subsequent Investment Amount paid to the Company under the notices is not greater than $16,500,000. The Company is under no obligation to provide any requests for the Subsequent Investment Amount (or part thereof).
Rights of Mercer upon an event of default	While an event of default is subsisting, Mercer may in its sole discretion: • declare all outstanding obligations by the Company under the Purchase Agreement to be immediately due and payable; or • terminate the Purchase Agreement, in which case any amounts payable under the Purchase Agreement to Mercer, become immediately payable (including the face value of any Convertible Notes which have not already been satisfied).
Events of default	The Purchase Agreement contains various events which constitute events of default which are standard for agreements of this nature.
Termination	The Purchase Agreement commences on 6 January 2021 and ends on the business day after the later of repayment or conversion of the face value of all outstanding Convertible Notes and any interest due and payable is made and 6 January 2023, unless otherwise agreed or terminated prior to this date. Mercer may terminate the Purchase Agreement if an event of default occurs.
Closing Conditions	The issue of securities under the Purchase Agreement is subject to a number of closing conditions, including: • other than in respect of the First Closing, for an issue of Shares to Mercer, Mercer’s shareholder not exceeding 4.99% unless Mercer gives its written consent and in that case not exceeding 9.99%; • for the Second Tranche Convertible Securities and the Second Options, the Company obtaining Shareholder approval under the Listing Rules; • the Company otherwise being permitted to issue the relevant securities under the ASX Listing Rules; • the Company being able to issue a cleansing statement for the securities or issue a prospectus so the securities are freely tradable on issuance; and • other customary conditions such as representations and warranties being true and correct, all authorisations and consents being obtained, delivery of documents and no default by the Company. The issue of Subsequent Investment Shares and the conversion of Convertible Notes by Mercer are subject to a number of other conditions, including: • no Change of Control Event or Delisting Event has occurred; • there is no suspension of trading in securities generally in Australia or the United States of America; and • there is no event or condition that has had, or may have, a material adverse effect on the Company.
Other terms	The Purchase Agreement otherwise contains representations, warranties and indemnities standard for an agreement of this nature.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 2(a), 2(b), 2(c) and 2(d).

RESOLUTION 3: APPROVAL OF FUTURE ISSUE OF SECOND TRANCHE CONVERTIBLE NOTES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

Pursuant to the Purchase Agreement, the Company will issue 1,080,000 convertible notes ( Second Tranche Convertible Notes ) each with a face value of $1.00 at a subscription price of $0.925926 per convertible note to raise $1,000,000 (before expenses), subject to Shareholder approval and all other conditions to the issue being satisfied or waived ( Second Closing Securities ).

Resolution 3 seeks Shareholder approval to issue the Second Tranche Convertible Notes to Mercer for the purposes of Listing Rule 7.1. A summary of Listing Rule 7.1 is set out above under Resolution 1.

The effect of Resolution 3 will be to allow the Company to issue the Second Tranche Convertible Notes during the period of 3 months after the date of the Meeting without using the Company’s 15% placement capacity under Listing Rule 7.1.

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A summary of the terms of the Second Tranche Convertible Notes are set out in Table 1 above. Notably, the conversion price for the Second Tranche Convertible Notes is 90% of the volume weighted average price of the Shares for the five trading days on which the Shares traded in the ordinary course of business on the ASX ending on the date immediately prior to the relevant conversion notice is given by Mercer, subject to the conversion price being not less than $2.50 ( Floor Price ). For the purposes of Listing Rule 7.1, the number of Shares into which the Second Tranche Convertible Notes convert is calculated using the Floor Price. Therefore, the issue of the First Tranche Convertible Notes is deemed to utilise 432,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1.

If Resolution 3 is approved, the Company will issue the Second Tranche Convertible Notes in accordance with the Purchase Agreement and the issue of the Second Tranche Convertible Notes will be excluded in calculating the Company’s 15% placement capacity limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 3 is not approved the Company will not issue the Second Tranche Convertible Notes. Under the Purchase Agreement, if the Company is unable to issue the Second Tranche Convertible Notes it may not draw down on the Subsequent Investment Amount.

Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following particulars:

Persons to whom securities will be issued	Mercer Street Global Opportunity Fund, LLC
Number and class of securities to be issued	1,080,000 Convertible Notes (utilising 432,000 Shares worth of placement capacity for the purposes of Listing Rule 7.1)
Date of issue	Subject to all other conditions to the issue being satisfied or waived, the Company will issue the Second Tranche Convertible Notes within 5 business days of the date of the Meeting
Issue price	$0.925926 per convertible note
Purpose of issue	To fund the Company’s TAVR research and development and general working capital expenses.
Terms of the Second Tranche Convertible Notes	A summary of the key terms of the Second Tranche Convertible Notes are set out in Table 1 above.
Summary of the material terms of the Purchase Agreement	The Second Tranche Convertible Notes will be issued under the Purchase Agreement. A summary of the key terms of the Purchase Agreement are set out in Table 2 above.
Voting exclusion statement	A voting exclusion statement is included with Resolution 3.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

RESOLUTION 4: APPROVAL OF FUTURE ISSUE OF SECOND OPTIONS TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

Pursuant to the Purchase Agreement, the Company will issue 350,000 Options to acquire Shares ( Second Options ) to Mercer, subject to Shareholder approval and all other conditions to the issue being satisfied or waived.

Resolution 4 seeks Shareholder approval to issue the Second Options to Mercer for the purposes of Listing Rule 7.1. A summary of Listing Rule 7.1 is set out above under Resolution 1.

The effect of Resolution 4 will be to allow the Company to issue the Second Options during the period of 3 months after the date of the Meeting without using the Company’s 15% placement capacity under Listing Rule 7.1.

A summary of the terms of the Second Options are set out in Schedule 2.

If Resolution 4 is approved, the Company will issue the Second Options in accordance with the Purchase Agreement and the issue of the Second Options will be excluded in calculating the Company’s 15% placement capacity limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 4 is not approved, the Company will not issue the Second Options. Under the Purchase Agreement, if the Company is unable to issue the Second Options it may not draw down on the Subsequent Investment Amount. Also, the Company must pay a cash fee of $250,000 to Mercer if the Second Options are not issued.

Listing Rule 7.3

In compliance with the information requirements of Listing Rule 7.3, Shareholders are advised of the following particulars:

Persons to whom securities will be issued	Mercer Street Global Opportunity Fund, LLC
Number and class of securities to be issued	350,000 Options

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Date of issue	Subject to all other conditions to the issue being satisfied or waived, the Company will issue the Second Options within 5 business days of the date of the Meeting
Issue price	Nil cash consideration
Purpose of issue	To fund the Company’s TAVR research and development and general working capital expenses.
Terms of the Second Options	A summary of the key terms of the Second Options are set out in Schedule 2.
Summary of the material terms of the Purchase Agreement	The Second Options will be issued under the Purchase Agreement. A summary of the key terms of the Purchase Agreement are set out in Table 2 above.
Voting exclusion statement	A voting exclusion statement is included with Resolution 4.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

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Schedule 1 – Definitions

In this Notice, including this Explanatory Memorandum:

Term	Definition
ASX	means ASX Limited and the market operated by it, the Australian Securities Exchange, as
	applicable.
Board	means the board of directors of the Company.
Chairman	means the person appointed to chair the Meeting, or any part of the Meeting, convened by
	this Notice.
CompanyorAnteris	means Anteris Technologies Ltd ACN 088 221 078.
Commencement Shares	means the 50,000 Shares issued by the Company to Mercer on 20 January 2021 for nil
	consideration.
Conversion Price	means in respect of the Convertible Notes, 90% of the average of the daily volume weighted
	average price of the Shares for the 5 trading days on which Shares traded in the ordinary
	course of business on the ASX ending on the date immediately prior to the relevant
	conversion notice, subject to the Conversion Price being not less than the Floor Price.
Convertible Notes	means a note issued by the Company that is convertible to Shares. A summary of the key
	terms of the Convertible Notes are set out in Table 1.
Corporations Act	means the_Corporations Act 2001_(Cth).
First Closing Securities	means the Placement Shares, Commencement Shares, First Options and First Convertible
	Notes.
First Tranche Convertible	means the 1,620,000 Convertible Notes issued by the Company to Mercer on
Notes	20 January 2021.
First Options	means the 150,000 Options issued by the Company to Mercer on 20 January 2021, the full
	terms of which are set out in Schedule 2.
Floor Price	means $2.50, being the minimum Conversion Price at which Convertible Notes may convert
	into Shares, subject to adjustment in accordance with the Purchase Agreement.
Listing Rules	means the listing rules of ASX, as amended from time to time.
Mercer	means Mercer Street Global Opportunity Fund, LLC.
Notice of Meeting or	means this notice of meeting and the accompanying explanatory memorandum.
Notice
Option	means an option issued by the Company that is exercisable into a Share.
Placement Shares	means the 291,545 Shares issued by the Company to Mercer on 20 January 2021 at an
	issue price of $3.43 per Share.
Purchase Agreement	means the Convertible Security and Share Purchase Agreement between the Company and
	Mercer dated 6 January 2021, as amended.
Second Closing Securities	means the Second Options and the Second Tranche Convertible Notes.
Second Options	means the 350,000 Options proposed to be issued by the Company to Mercer, the full terms
	of which are set out in Schedule 2.
Second Tranche	means the 1,080,000 Convertible Notes proposed to be issued by the Company to Mercer.
Convertible Notes
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the registered holder of a Share.
Share Placement	means the issue of 316,954 Shares by the Company to certain institutional investors on
	29 December 2020.

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Schedule 2 – Terms of Options

Capitalised terms used in this Schedule 1 which have not been defined have the meaning given in the Notice.

The terms and conditions of the First Options and Second Options are as follows:

The Options shall be issued for no cash consideration;
The exercise price of each Option is ten dollars ($10.00) ( Exercise Price ).
The Options will expire at 5:00pm AEST on the date that is 36 months after their date of issue ( Expiry Date ) unless earlier exercised.
The Options are transferable.
The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with payment for the Exercise Price per Option to the Company at any time on or after the date of issue of the Options and on or before the Expiry Date. Payment may be made as directed by the Company from time to time, which may include by cheque, electronic funds transfer or other methods.
The Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with payment for the Option Exercise Price per Option to the Company at any time on or after the date of issue of the Options and on or before the Expiry Date.
Upon the valid exercise of the Options and payment of the Exercise Price, the Company will issue fully paid ordinary shares ranking pari passu with the then issued ordinary shares.
Option holders do not have any right to participate in new issues of securities in the Company made to shareholders generally. The Company will, where required pursuant to the ASX Listing Rules, provide Option holders with notice prior to the books record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the Options, in accordance with the requirements of the Listing Rules.
Option holders do not participate in any dividends unless the Options are exercised and the resultant shares of the Company are issued prior to the record date to determine entitlements to the dividend.
In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company:
a. the number of Options, the Exercise Price of the Options, or both will be reorganised (as appropriate) in a manner consistent with the ASX Listing Rules as applicable at the time of reorganisation, but with the intention that such reorganisation will not result in any benefits being conferred on the holders of the Options which are not conferred on shareholders; and
b. subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of shareholders approving a reorganisation of capital, in all other respects the terms for the exercise of the Options will remain unchanged.
If there is a pro rata issue (except a bonus issue), the Exercise Price of an Option may be reduced according to the following formula:

On = O - E [P-(S + D)] N + 1

Where:
On	=	the new exercise price of the Option;
O	=	the old exercise price of the Option;
E	=	the number of underlying securities into which one Option is exercisable;
P	=	the volume weighted average market price per security of the underlying securities during the five
trading	days ending on the day before the ex right date or the ex entitlements date;

S = the subscription price for a security under the pro rata issue; D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue); and N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

If there is a bonus issue to the holders of shares in the Company, the number of shares over which the Option is exercisable may be increased by the number of shares which the Option holder would have received if the Option had been exercised before the record date for the bonus issue.
The terms of the Options shall only be changed if holders (whose votes are not to be disregarded) of ordinary shares in the Company approve of such a change. However, unless all necessary waivers of the ASX Listing Rules are obtained, the terms of the Options shall not be changed to reduce the Exercise Price, increase the number of Options or change any period for exercise of the Options.
The Company does not intend to apply for listing of the Options on the ASX.
The Company shall apply for listing of the resultant shares of the Company issued upon exercise of any Option.
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Need assistance?

Phone:

1300 552 270 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AVR

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AEST) on Wednesday, 17 March 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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 registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

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

Samples/000001/000001

MR SAM SAMPLE 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

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

Please mark

to indicate your directions

XX

I/We being a member/s of Anteris Technologies Ltd hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Anteris Technologies Ltd to be held via a virtual platform at https://web.lumiagm.com/341877989 on Friday, 19 March 2021 at 10:00 AM (AEST) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy 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.

For Against Abstain

Ratification and approval of prior issue of shares to certain institutional investors on 29 December 2020
1 (a) under Listing Rule 7.1 Ratification and approval of prior issue of shares to certain institutional investors on 29 December 2020
1 (b) under Listing Rule 7.1A Ratification and approval of prior issue of Placement Shares to Mercer Street Global Opportunity Fund,
2 (a) LLC Ratification and approval of prior issue of Commencement Shares to Mercer Street Global Opportunity
2 (b) Fund, LLC Ratification and approval of prior issue of First Tranche Convertible Notes to Mercer Street Global
2 (c) Opportunity Fund, LLC
2 (d) Ratification and approval of prior issue of First Options to Mercer Street Global Opportunity Fund, LLC
Approval of future issue of Second Tranche Convertible Notes to Mercer Street Global Opportunity Fund,
3 LLC
4 Approval of future issue of Second Options to Mercer Street Global Opportunity Fund, LLC

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s)

This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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2 7 3 3 0 8 A

A V R

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

AVR

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 am (AEST) Wednesday 17 March 2021.

Anteris Technologies Ltd Extraordinary General Meeting

This year, as part of the Australian Government’s response to the Coronavirus crisis, temporary modifications have been made to the Corporations Act 2001 under the

Corporations (Coronavirus Economic Response) Determination (No.3) 2020 . These modifications allow notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to

facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The Extraordinary General Meeting of Anteris Technologies Ltd will be a hybrid meeting, which will be conducted online on, Friday 19 March 2021 at 10:00 am (AEST). Anteris Technologies Ltd will physically hold a meeting at its registered office at Toowong Tower, Suite 302, Level 3, 9 Sherwood Road, Toowong QLD. Shareholders will not be permitted to physically attend the meeting however may participate virtually.

Attending the meeting online:

If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your vote in real time.

To participate online you will need to visit web.lumiagm.com/341877989 on your

smartphone, tablet or computer.

Access the meeting documents and lodge your proxy online:

Online:

Access the meeting documents and lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. For further instructions on how to participate online please view the online meeting user guide at http://www.computershare.com.au/virtualmeetingguide

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

Samples/000001/000002/i12

Online meeting guide

Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To particpate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID

Australian residents Overseas Residents Appointed Proxies > Username > Username To receive your (SRN or HIN) and (SRN or HIN) and unique username and
Password > Password (three-character password, please contact (postcode of your country code) e.g. New Computershare Investor Services on +61 3 9415
registered address). Zealand - NZL; United Kingdom - GBR; United 4024 Monday to Friday States of America - USA; during business hours. Canada - CAN.

Meeting ID as provided > Username in the Notice of Meeting. (SRN or HIN) and

A full list of country codes is provided at the end of this guide.

Participating at the meeting

1 To participate in the meetingyou will be 2 required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

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To proceed into the meeting, you will need to read and accept the Terms & Conditions

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information. Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the preceedings.

3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

4 To register as a proxyholder , select 'Securityholder or Proxy' and you will needyour username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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5 To register as a guest and enter your name and email address., select 'Guest'

6 Once logged in, you will see thehome page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

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Home page icon, displays meeting information. Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the preceedings.

7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.
8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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9 When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed

To vote, tap one of the voting options. Your response will be highlighted
To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the preceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

©2020 Computershare Limited. Computershare and the Computershare logo are registered trademarks of Computershare Limited. No part of this document can be reproduced, by any means, without the prior and express written consent of Computershare.

AI assistant

Anteris Technologies Global Corp. — AGM Information 2021

33869_rns_2021-02-16_7be3b6e2-1339-4305-ab42-20d98a124e72.pdf

ASX ANNOUNCEMENT

17 February 2021

NOTICE OF EXTRAORDINARY GENERAL MEETING

ENDS

About Anteris Technologies Ltd (ASX: AVR)

For more information:

ANTERIS TECHNOLOGIES LTD ACN 088 221 078

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AGENDA

1. Resolution 1(a) – Ratification and approval of prior issue of shares to certain institutional investors on 29 December 2020 under Listing Rule 7.1

Voting Exclusion

2. Resolution 1(b) – Ratification and approval of prior issue of shares to certain institutional investors on 29 December 2020 under Listing Rule 7.1A

Voting Exclusion

3. Resolution 2(a) – Ratification and approval of prior issue of Placement Shares to Mercer Street Global Opportunity Fund, LLC

Voting Exclusion

4. Resolution 2(b) – Ratification and approval of prior issue of Commencement Shares to Mercer Street Global Opportunity Fund, LLC

Voting Exclusion

5. Resolution 2(c) – Ratification and approval of prior issue of First Tranche Convertible Notes to Mercer Street Global Opportunity Fund, LLC

6. Resolution 2(d) – Ratification and approval of prior issue of First Options to Mercer Street Global Opportunity Fund, LLC

Voting Exclusion

7. Resolution 3 – Approval of future issue of Second Tranche Convertible Notes to Mercer Street Global Opportunity Fund, LLC

Voting Exclusion

8. Resolution 4 – Approval of future issue of Second Options to Mercer Street Global Opportunity Fund, LLC

Voting Exclusion

BY ORDER OF THE BOARD

ANTERIS TECHNOLOGIES LTD ACN 088 221 078 EXPLANATORY MEMORANDUM

ACTION TO BE TAKEN BY SHAREHOLDERS

CORONAVIRUS PANDEMIC (COVID-19)

RESOLUTIONS 1(A) AND 1(B): RATIFICATION AND APPROVAL OF PRIOR ISSUE OF SHARES TO CERTAIN INSTITUTIONAL INVESTORS ON 29 DECEMBER 2020

However:

Listing Rule 7.5

RESOLUTIONS 2(A), 2(B), 2(C) and 2(D): RATIFICATION AND APPROVAL OF PRIOR ISSUE OF SECURITIES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

Listing Rule 7.5

Table 1: Terms of the Convertible Notes

Table 2: Summary of other material terms of the Purchase Agreement

RESOLUTION 3: APPROVAL OF FUTURE ISSUE OF SECOND TRANCHE CONVERTIBLE NOTES TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

Listing Rule 7.3

RESOLUTION 4: APPROVAL OF FUTURE ISSUE OF SECOND OPTIONS TO MERCER STREET GLOBAL OPPORTUNITY FUND, LLC

Listing Rule 7.3

Directors’ recommendation

Schedule 1 – Definitions

Schedule 2 – Terms of Options

Need assistance?

Phone:

Online:

YOUR VOTE IS IMPORTANT

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

Online:

APPOINTMENT OF PROXY

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

By Mail:

By Fax:

PARTICIPATING IN THE MEETING

Corporate Representative



I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

XX

Step 2

Items of Business

Step 3 Signature of Securityholder(s)

Need assistance?

Phone:

Online:

AVR

YOUR VOTE IS IMPORTANT

Anteris Technologies Ltd Extraordinary General Meeting

Meeting date and location:

Anteris Technologies Global Corp. AGM Information 2021