Anteris Technologies Global Corp. — AGM Information 2023

Apr 27, 2023

ASX ANNOUNCEMENT

28 April 2023

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of Anteris Technologies Ltd will be held will be held via live webcast, and physically at Hilton Brisbane, 190 Elizabeth Street, Brisbane, Queensland 4000, at 10:00 a.m. AEST on Monday 29 May 2023.

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 that delivers clinically superior and durable solutions through better science and better design.

Its focus is developing next-generation technologies that help healthcare professionals deliver consistent life-changing outcomes for patients.

Anteris’ DurAVR[TM] 3D single-piece aortic heart valve replacement addresses the needs of today’s younger and more active aortic stenosis patients by delivering superior performance and durability through innovations designed to last the remainder of a patient’s lifetime.

The proven benefits of its patented ADAPT[®] tissue technology, paired with the unique design of our DurAVR[TM] 3D single-piece aortic heart valve, have the potential to deliver a game-changing treatment to aortic stenosis patients worldwide and provide a much-needed solution to the challenges facing doctors today.

Authorisation and Additional information

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

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 info.au@anteristech.com | W anteristech.com

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Brisbane ▪ Minneapolis ▪ Geneva ▪ Malaga

For more information:

Investor contact Deanne Curry GRACosway E: investors@anteristech.com M: +61 414 388 997

Media contact

Nick Howe GRACosway nhowe@gracosway.com.au M: +61 407 183 221

www.anteristech.com Twitter: @AnterisTech Facebook: www.facebook.com/AnterisTech LinkedIn: https://www.linkedin.com/company/anteristech

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ANTERIS TECHNOLOGIES LTD

ACN 088 221 078

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

TO BE HELD AT 10:00 AM AEST ON MONDAY 29 MAY 2023

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 advisor prior to voting.

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

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual General Meeting of Anteris Technologies Ltd ACN 088 221 078 (the Company ) will be held via live webcast, and physically at Hilton Brisbane, 190 Elizabeth Street, Brisbane QLD 4000, on Monday 29 May 2023 at 10:00 AM (AEST) ( Meeting ). To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MXUSNZC (For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide).

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 Saturday 27 May 2023 at 7:00 PM (AEST).

AGENDA

1. Annual Report

To consider the Annual Report of the Company and its controlled entities for the year ended 31 December 2022, which includes the Financial Report, the Directors' Report and the Auditor's Report.

2. Resolution 1 – Adoption of the Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding resolution, the following:

"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by Shareholders for the adoption of the Remuneration Report. ”

Voting Exclusion Statement

A vote on Resolution 1 must not be cast:

• by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

• by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:

• the person is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or

• the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

3. Resolution 2 – Re-election of Stephen Denaro as Director

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

" That, pursuant to and in accordance with article 9.4 of the Constitution and for all other purposes Mr Stephen Denaro, Director, retires and being eligible for re-election pursuant to articles 9.2 and 9.4 of the Constitution is re-elected as an independent, non-executive Director of the Company. "

4. Resolution 3 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

“That, pursuant to and in accordance with Listing Rule 7.1A, and for all other purposes, Shareholders approve the Company having the additional capacity to issue Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, until the earlier of:

• (i) the date that is 12 months from the date of this Meeting;

• (ii) the time and date of the Company’s next annual general meeting; and

• (iii) the time and date of Shareholder approval of a transaction under Listing Rule 11.1.2 or 11.2.”

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• if at the time the approval is sought the Company is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2, any 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 securities in the Company); or

• an associate of those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

• 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; or

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• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluding from voting, on the resolution; and

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

5. Resolution 4(a) – Ratification and approval of prior issue of Shares on 15 February 2023 under Listing Rule 7.1

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 7.4 and all other purposes, approval be given to ratify the prior issue of 63,979 Shares on 15 February 2023 under Listing Rule 7.1 as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4(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 4(a) by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

6. Resolution 4(b) – Ratification and approval of prior issue of Shares on 15 February 2023 under Listing Rule 7.1A

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, approval be given to ratify the prior issue of 1,390,188 Shares on 15 February 2023 under Listing Rule 7.1A as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4(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 4(b) by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

7. Resolution 4(c) – Ratification and approval of prior issue of Options on 15 February 2023 under Listing Rule 7.1

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, approval be given to ratify the prior issue of 1,454,167 Options on 15 February 2023 under Listing Rule 7.1 as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 4(c) 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 4(c) by:

• 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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• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

8. Resolution 5 – Ratification and approval of prior issue of Options to Evolution Capital Pty Ltd on 15 February 2023

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 7.4 and for all other purposes, approval be given to ratify the prior issue to Evolution Capital Pty Ltd of 500,000 Options on 15 February 2023 under Listing Rule 7.1 as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of Evolution Capital Pty Ltd or any associates of that person. However this does not apply to a vote cast in favour of Resolution 5 by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

9. Resolution 6(a) – Approval of issue of Shares to Wayne Paterson

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, subject to the passing of Resolution 6(b), for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the issue of 4,167 Shares to Mr Wayne Paterson, Chief Executive Officer and Director of the Company, on the terms detailed in the Explanatory Memorandum.”

Voting Exclusion

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 6(a) by or on behalf of Mr Paterson (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6(a) by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

10. Resolution 6(b) – Approval of issue of Options to Wayne Paterson

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, subject to the passing of Resolution 6(a), for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the issue of 4,167 Options to Mr Wayne Paterson, Chief Executive Officer and Director of the Company, on the terms detailed in the Explanatory Memorandum.”

Voting Exclusion

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 6(b) by or on behalf of Mr Paterson (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6(b) by:

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• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

11. Resolution 7(a) – Approval of grant of Options to Wayne Paterson

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the grant of 1,000,000 Options to Mr Wayne Paterson, Chief Executive Officer and Director of the Company, on the terms detailed in the Explanatory Memorandum.”

Voting Exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast in relation to Resolution 7(a) by or on behalf of the Key Management Personnel and Closely Related Parties (as defined in the Corporations Act) of any Key Management Personnel. However, such a person may cast a vote on Resolution 7(a) if:

• that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolution; or

• the person appointed as proxy is the Chairman and the written appointment expressly authorises the Chairman to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 7(a) by or on behalf of Mr Paterson (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 7(a) by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

12. Resolution 7(b) – Approval of grant of Options to John Seaberg

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the grant of 225,000 Options to Mr John Seaberg, non-executive Director and Chairman of the Company, on the terms detailed in the Explanatory Memorandum.”

Voting Exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast in relation to Resolution 7(b) by or on behalf of the Key Management Personnel and Closely Related Parties (as defined in the Corporations Act) of any Key Management Personnel. However, such a person may cast a vote on Resolution 7(b) if:

• that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolution; or

• the person appointed as proxy is the Chairman and the written appointment expressly authorises the Chairman to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 7(b) by or on behalf of Mr Seaberg (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 7(b) by:

• 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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• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

13. Resolution 7(c) – Approval of grant of Options to Stephen Denaro

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the grant of 115,000 Options to Mr Stephen Denaro, non-executive Director and Company Secretary of the Company, on the terms detailed in the Explanatory Memorandum.”

Voting Exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast in relation to Resolution 7(c) by or on behalf of the Key Management Personnel and Closely Related Parties (as defined in the Corporations Act) of any Key Management Personnel. However, such a person may cast a vote on Resolution 7(c) if:

• that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolution; or

• the person appointed as proxy is the Chairman and the written appointment expressly authorises the Chairman to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 7(c) by or on behalf of Mr Denaro (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 7(c) by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• 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

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

14. Resolution 7(d) – Approval of grant of Options to Wenyi Gu

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval be given for the grant of 115,000 Options to Dr Wenyi Gu, non-executive Director of the Company, on the terms detailed in the Explanatory Memorandum.”

Voting Exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast in relation to Resolution 7(d) by or on behalf of the Key Management Personnel and Closely Related Parties (as defined in the Corporations Act) of any Key Management Personnel. However, such a person may cast a vote on Resolution 7(d) if:

• that person does so as a proxy appointed in writing that specifies how the proxy is to vote on the resolution and the vote is not cast on behalf of a person who is otherwise excluded from voting on the resolution; or

• the person appointed as proxy is the Chairman and the written appointment expressly authorises the Chairman to exercise the undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of Resolution 7(d) by or on behalf of Dr Gu (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or an associate of those persons. However, this does not apply to a vote cast in favour of Resolution 7(d) by:

• 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;

• 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

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

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• 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

• 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: 28 April 2023

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ANTERIS TECHNOLOGIES LTD ACN 088 221 078 EXPLANATORY MEMORANDUM

1. Introduction

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 7(d) (inclusive).

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section	2	Action to be taken by Shareholders
Section	3	Annual Report
Section	4	Resolution 1 – Adoption of the Remuneration Report
Section	5	Resolution 2 – Re-election of Stephen Denaro	as Director
Section	6	Resolution 3 – Approval of 10% Placement Facility
Section	7	Resolution 4(a), (b) and (c) – Ratification and approval of prior issues of Shares and Options on 15
		February 2023
Section	8	Resolution 5 – Ratification and approval of prior issue		of Options to Evolution			Capital Pty	Ltd on 15
		February 2023 under Listing Rule 7.1
Section	9	Resolutions 6(a) and (b) – Approval of issue of	Shares and		Options to Wayne		Paterson
Section	10	Resolutions 7(a)–(d) – Approval of	grant	of	Options	to	Wayne	Paterson,
		John Seaberg, Stephen Denaro and Wenyi Gu

2. 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 in person.

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 Saturday 27 May 2023, being at least 48 hours before the Meeting.

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

The Company plans to physically hold the Meeting at Hilton Brisbane, 190 Elizabeth Street, Brisbane QLD 4000.

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.

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 agmquestions@anteristech.com no later than five business days before the Meeting, stating who the question is directed to and your Shareholding details. Alternatively, questions will be able to be submitted online or asked verbally 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) and via a market announcement to ASX as soon as practicable and in any event at least two business days prior to the Meeting.

3. Annual Report

In accordance with section 317(1) of the Corporations Act, the Annual Report must be laid before the annual general meeting. There is no requirement for Shareholders to approve the Annual Report.

At the Meeting, Shareholders will be offered the opportunity to:

• discuss the Annual Report, which is available online at https://anteristech.com/investors#FinancialReports;

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• ask questions about, or comment on, the management of the Company; and

• ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• the preparation and the content of the Auditor's Report;

• the conduct of the audit;

• accounting policies of the Company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than five business days before the Meeting to the Company Secretary at the Company's registered office or by email to agmquestions@anteristech.com.

4. Resolution 1 – Adoption of the Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

The Remuneration Report relates to the twelve-month accounting period from 1 January 2022 to 31 December 2022.

In accordance with section 250R(3) of the Corporations Act, Shareholders’ vote on Resolution 1 is advisory only and does not bind the Directors or the Company. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report. However, the Board will take the discussion of the Remuneration Report at the Meeting into consideration when determining the Company’s remuneration policy in the future and consider concerns Shareholders may raise in relation to remuneration issues.

Where a resolution on the Remuneration Report receives a ‘no’ vote of 25% or more ( Strike ) at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Company's 2021 Remuneration Report did not receive a Strike at the Company’s 2022 Annual General Meeting.

If the Remuneration Report receives a Strike at this Meeting, then at the Company’s 2024 Annual General Meeting, in addition to a vote on the Company’s 2023 Remuneration Report, the Company will be required to put a conditional resolution to the meeting in accordance with section 250V(1) of the Corporations Act which will be put to the meeting if the Company’s 2023 Remuneration Report receives a Strike. If the conditional resolution is passed by an ordinary resolution, the Board (other than Mr Wayne Paterson) will be required to stand for re-election.

The Chairman will allow reasonable opportunity for Shareholders to ask questions about or comment on the Remuneration Report.

Noting that each Director has a personal interest in their own remuneration from the Company, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5. Resolution 2 – Re-election of Stephen Denaro as Director

Article 9.2 of the Company’s Constitution provides that, at every annual general meeting of the Company there must be an election of Directors.

Article 9.4 of the Constitution provides that the Company may at a general meeting at which a Director retires, fill the vacated office by electing a person to that office.

Mr Stephen Denaro was elected at the 2020 annual general meeting on 15 May 2020, Dr Wenyi Gu was elected as a Director at the 2021 annual general meeting on 15 July 2021, and Mr John Seaberg was elected as a Director at the 2022 annual general meeting on 25 May 2022. The Board has determined that Mr Stephen Denaro will retire in accordance with article 9.2 of the Constitution and, being eligible, seek re-election in accordance with articles 9.2 and 9.4 of the Constitution.

Mr Denaro was appointed as a non-executive Director and Company Secretary on 31 October 2018 and was re-elected as a non-executive Director on 15 May 2020. He has more than 30 years of senior level and board level experience across publicly-listed companies, serving as a chief financial officer, company secretary and director. He brings a depth of experience in managing compliance with finance and accounting regulatory requirements. He has managed investment acquisitions and subsequent funding (domestic and international).

Mr Denaro is a resident of Brisbane, Queensland and holds a Bachelor of Business in Accountancy, a Graduate Diploma in Applied Corporate Governance, is a member of Chartered Accountants Australia & New Zealand and a member of the Australian Institute of Company Directors.

The Directors (excluding Mr Denaro) unanimously recommend that Shareholders vote in favour of Resolution 2. The Chairman intends to vote all undirected proxies in favour of Resolution 2.

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6. Resolution 3 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, 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 for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less.

As at 21 April 2023, the Company is not an eligible entity as its market capitalisation is greater than $300 million. If on the date of the Meeting, the market capitalisation of the Company, based upon the closing price of Shares on ASX on the last Trading Day before the date of the Meeting, is greater than $300 million, the Company will not be an eligible entity and this Resolution 3 will be withdrawn and will not be put to a vote of Shareholders at the Meeting.

The Company is seeking Shareholder approval by way of a special resolution to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval ( 10% Placement Facility ). The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 6.2(c) below).

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the 10% Placement Facility and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person (including virtually), by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

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

The Chairman intends to vote all undirected proxies in favour of Resolution 3.

6.2 Listing Rule 7.1A

• (a) Shareholder approval : The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity Securities : Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company. The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being Shares .

• (c) Formula for calculating 10% Placement Facility : Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 10% Placement Period (refer to section 6.2(f) below), a number of Equity Securities calculated in accordance with the following formula:

• (A x D) – E where:

• A is the number of Shares on issue 12 months before the date of the issue or agreement (the Relevant Period ):

• (i) plus the number of Shares issued in the Relevant Period under an exception in Listing Rule 7.2 (other than exceptions 9, 16 or 17);

• (ii) plus the number of Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where: (A) the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or

• (B) the issue of, or agreement to issue, the convertible securities was approved, or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

• (iii) plus the number of Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: (A) the agreement was entered into before the commencement of the Relevant Period; or

• (B) the agreement or issue was approved, or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;

• (iv) plus the number of partly paid shares that became fully paid in the Relevant Period;

• (v) plus the number of Shares issued in the Relevant Period with Shareholder approval under Listing Rules 7.1 or 7.4. This does not include an issue of Shares under the entity’s 15% placement capacity without Shareholder approval;

• (vi) less the number of Shares cancelled in the Relevant Period.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

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• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period that are not issued with Shareholder approval under Listing Rule 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A : The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of the Notice, the Company has on issue 15,422,552 Shares and therefore will have capacity to issue:

• (i) 2,313,382 Equity Securities under Listing Rule 7.1; and

• (ii) 1,542,255 Equity Securities under Listing Rule 7.1A (subject to Shareholder approval being obtained for this Resolution 3).

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 6.2(c) above).

• (e) Minimum issue price: Equity Securities issued under Listing Rule 7.1A must be issued for cash consideration not less than 75% of the Volume Weighted Average Market Price of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class of Equity Securities were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the securities; or

• (ii) if the Equity Securities are not issued within ten Trading Days of the date in section 6.2(e)(i), the date on which the Equity Securities are issued.

• (f) 10% Placement Period : Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

6.3 Effect of approving Resolution 3

The effect of approving Resolution 3 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1. This will give the Company greater scope and flexibility to raise capital by the issue of Equity Securities during the 10% Placement Period.

6.4 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, the following information is provided:

• (a) The Company will only issue Equity Securities under the 10% Placement Facility during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities will cease to be valid upon the earlier of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained;

• (ii) the time and date of the Company’s next annual general meeting; or

• (iii) the time and date of Shareholder approval of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• (b) Equity Securities will be issued for cash consideration not less than 75% of the Volume Weighted Average Market Price for the Company’s Equity Securities over the 15 Trading Days on which trades in that class of Equity Securities were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within ten Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

• (c) The Company may seek to issue the Equity Securities under the 10% Placement Facility for the following purposes:

• (i) general working capital purposes; and

• (ii) continuation of the Company’s TAVR research and development.

• (d) If Resolution 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

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(e) The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of Shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of the Notice.

• (f)

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro rata entitlement issue, scrip issued under a takeover offer, or the exercise of Options or warrants) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (ii) two examples of where the issue price of Shares has decreased by 50% and increased by 50% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2		Dilution
		$11.48 50% decrease in Issue Price	$22.95 Issue Price	$34.43 50% increase in Issue Price
Current Variable A 15,422,552 Shares	10% Voting Dilution (Shares)	1,542,255	1,542,255	1,542,255
	Funds raised ($)	$17,705,087	$35,394,752	$53,099,840
50% increase in current Variable A 23,133,828 Shares	10% Voting Dilution (Shares)	2,313,382	2,313,382	2,313,382
	Funds raised ($)	$26,557,625	$53,092,117	$79,649,742
100% increase in current Variable A 30,845,104 Shares	10% Voting Dilution (Shares)	3,084,510	3,084,510	3,084,510
	Funds raised ($)	$35,410,175	$70,789,505	$106,199,679

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• (ii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• (iv) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (v) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.

• (vi) The issue price is $22.95, being the closing price of the Shares on ASX on 21 April 2023. The price of Shares may fluctuate between the date of this Notice and the date of the Meeting.

(g) The Company will comply with the disclosure obligations under Listing Rule 7.1A(4) upon the issue of any Equity Securities.

• (h) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the subscribers of Shares will be determined on a case-bycase basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company including but not limited to, rights issues or other forms of issuance in which existing security holders can participate;

• (ii) the effect of the issue of the Equity Securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

• (i) The subscribers under the 10% Placement Facility have not been determined as at the date of the Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of related parties of the Company.

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(j) In the 12 months preceding the date of the Meeting, the Company issued 1,390,888 Equity Securities under Listing Rule 7.1A.2, representing 10.12% of the total number of Equity Securities on issue on the date 12 months prior to the date of the Meeting (being 13,735,486 Equity Securities). The Company provides the following information for the purposes of Listing Rule 7.3A.6:

Name of persons to whom Equity Securities were issued or the basis on which those persons were identified or selected	Number and class of Equity Securities	Price at which Equity Securities were issued and the discount (if any) that the issue price represented to the closing price on the date of issue or agreement	Total cash consideration received, the amount of that cash that has been spent, what it was spent on and what is the intended use for the remaining amount of that cash (if any)
Various sophisticated and professional investors identified by the Company and its broker (Evolution Capital Pty Ltd) through a bookbuild process. The investors included Perceptive Advisors, LLC, L1 Capital Pty Ltd, Sio Capital Management LLC and Affinity Asset Advisors, LLC. Other than those investors listed above, the Company does not consider the identity of the institutional investors who participated in the issue is likely to be material to a decision by Shareholders whether or not to approve Resolution 3. For the purposes of ASX Guidance Note 21 paragraph 7.2, the Company confirms that (other than those investors listed above) no investor that was issued more than 1% of Anteris’ issued capital (as at the time of issue, being 15 February 2023) was any of the following at the date of issue: • a related party of the Company; • a member of Key Management Personnel; • a substantial holder in the Company; • an adviser to the Company; or • an associate of any of the above.	1,454,167 Shares comprising 63,979 Shares under Listing Rule 7.1 and 1,390,188 Shares under Listing Rule 7.1A. Investors were also issued with one Attaching Option for each new Share issued (totalling 1,454,167 Options) with an exercise price of $29.00 and an expiry date of two years from the date of issue.	$24.00 per Share, representing a 0.2% discount to the closing price on the date of the agreement to issue the Shares ($24.04 on 8 February 2023).	The total cash consideration received was $34,900,008 (excluding any consideration received for the exercise of Options). As at 31 March 2023, approximately $3,134,703 of that amount has been spent. The funds spent, as well as the intended use of the remaining amount of the funds, were for the further development of DurAVR and for general working capital purposes.

(k) A voting exclusion statement is included in the Notice for Resolution 3.

(l) As at the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holders to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

6.5 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 3. The Chairman intends to vote all undirected proxies in favour of Resolution 3.

7. Resolution 4(a), (b) and (c) – Ratification and approval of prior issues of Shares and Options on 15 February 2023

7.1 General

As announced to ASX on 15 February 2023, the Company has completed a placement of 1,454,167 Shares to various sophisticated and professional investors raising approximately AUD$35M before costs (the Capital Raising ). 63,979 of the Shares issued under the Capital Raising were issued using the Company’s placement capacity under Listing Rule 7.1. 1,390,188 of the Shares issued under the Capital Raising were issued using the Company’s placement capacity under Listing Rule 7.1A. Investors were also issued with one Option for each Share issued under the Capital Raising, at an exercise price of $29 per option and expiring on 15 February 2025 ( Attaching Options ).

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Resolution 4(a) seeks approval for the 63,979 Shares issued under Listing Rule 7.1 (pursuant to Listing Rule 7.4). Resolution 4(b) seeks approval for the 1,390,188 Shares issued under Listing Rule 7.1A (pursuant to Listing Rule 7.4). Resolution 4(c) seeks approval for the 1,454,167 Options issued under Listing Rule 7.1 (pursuant to Listing Rule 7.4).

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. At the time the Shares were issued under the Capital Raising the Company was an eligible entity for these purposes and obtained Shareholder approval pursuant to Listing Rule 7.1A on 25 May 2022.

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 which did not breach Listing Rule 7.1) those securities will be deemed to have been issued with Shareholder approval for the purpose of Listing Rule 7.1. An issue of securities 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 of securities 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 Rule 7.1 and 7.1A.

If Resolutions 4(a), 4(b) or 4(c) 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 4(a) is 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 the Resolution. In particular if Resolution 4(a) is approved, the 63,979 Shares issued 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;

• if Resolution 4(b) is 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 4(b) is approved, the 1,390,188 Shares issued under Listing Rule 7.1A will be excluded in calculating the Company’s combined 25% limit under Listing Rules 7.1 and 7.1A (assuming Resolution 3 is approved), 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 4(c) is 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 4(c) is approved, the 1,454,167 Options issued 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.

However:

• if Resolution 4(a) is not approved, the 63,979 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;

• if Resolution 4(b) is not approved, the 1,390,188 Shares issued using the Company’s placement capacity under Listing Rule 7.1A will be included in calculating the Company’s combined 25% limit under Listing Rules 7.1 and 7.1A (assuming Resolution 3 is approved), 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 4(c) is not approved, the 1,454,167 Options 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.

7.2 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	Various sophisticated and professional investors identified by the Company and its broker (Evolution Capital Pty Ltd) through a bookbuild process. The investors included Perceptive Advisors, LLC, L1 Capital Pty Ltd, Sio Capital Management LLC and Affinity Asset Advisors, LLC.
Number and class of securities issued and summary of material terms of Attaching Options	1,454,167 Shares (comprising 63,979 Shares under Listing Rule 7.1 and 1,390,188 Shares under Listing Rule 7.1A). 1,454,167 Attaching Options, with each Attaching Option having an exercise price of $29.00 and expiring on 15 February 2025. The Attaching Options are non-transferable.

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Date of issue	15 February 2023
Issue price (for Shares)	$24.00 per Share
Purpose of issue	The proceeds will be used primarily for the development of DurAVRTMand for general working capital purposes.
Summary of the material terms of the agreement upon which the securities were issued	On 9 February 2023, the Company entered into subscription agreements with the investors to issue the Shares and Attaching Options to those investors (Subscription Agreements). Under the Subscription Agreements, the investors agreed to advance funds to the Company in exchange for which the Company agreed to issue the Shares and Attaching Options. Under the Subscription Agreements, the Company gives certain representations and warranties to the investors which are standard for an agreement of the nature of the Subscription Agreements.
Voting exclusion statement	Voting exclusion statements are included with Resolutions 4(a), 4(b) and 4(c).

7.3 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolutions 4(a), 4(b) and 4(c). The Chairman intends to vote all undirected proxies in favour of Resolutions 4(a), 4(b) and 4(c).

8. Resolution 5 – Ratification and approval of prior issue of Options to Evolution Capital Pty Ltd on 15 February 2023 under Listing Rule 7.1

8.1 General

On 15 February 2023 the Company issued 500,000 unlisted Options with an exercise price of $29 and an expiry date of 15 February 2025 to Evolution Capital Pty Ltd ( Evolution Options ), in part consideration of services provided by Evolution Capital Pty Ltd for facilitating the Capital Raising. The Evolution Options were issued using the Company’s placement capacity under Listing Rule 7.1.

Resolution 5 seeks approval of the prior issue of the Evolution Options pursuant to Listing Rule 7.4.

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.

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 which did not breach Listing Rule 7.1) those securities will be deemed to have been issued with Shareholder approval for the purpose of Listing Rule 7.1.

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

If Resolution 5 is 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 this Resolution 5. In particular if Resolution 5 is approved, the 500,000 Options 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.

However if Resolution 5 is not approved, the 500,000 Options 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.

8.2 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	Evolution Capital Pty Ltd
Number and class of securities issued	500,000 unlisted Options with an exercise price of $29 and an expiry date of 15 February 2025
Summary of the material terms of the Options	The exercise price of the Options is $29 per Option. The Options expire on 15 February 2025 The Options are non-transferable.
Date of issue	15 February 2023
Issue price	N/A

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Purpose of issue	Part consideration for services provided under the Capital Raising Mandate.
Summary of the material terms of the agreement upon which the securities were issued	The Company engaged Evolution to provide capital raising services as well as investor relations and other corporate advisory services to the Company (Capital Raising Mandate). Under the Capital Raising Mandate, the Company agreed to pay Evolution a $20,000 per month retainer to provide investor relations and other corporate advisory services to the Company for a period of 12 months. In addition, the Company agreed to issue the Evolution Options to Evolution.
Voting exclusion statement	A voting exclusion statement is included with Resolution 5.

8.3 Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5. The Chairman intends to vote all undirected proxies in favour of Resolution 5.

9. Resolutions 6(a) and (b) – Approval of issue of Shares and Options to Wayne Paterson

9.1 Shares and Options

As part of the Capital Raising which is the subject of Resolutions 4(a) to 4(c), and as announced to ASX on 9 February 2023, Mr Wayne Paterson, the Company’s Chief Executive Officer and a Director of the Company, has entered into a binding agreement with the Company under which the Company agreed to issue 4,167 shares and 4,167 non-transferable Options to Mr Paterson, subject to shareholder approval under Listing Rule 10.11, in exchange for Mr Paterson advancing $100,008 to the Company.

Resolution 6(a) seeks Shareholder approval under Listing Rule 10.11 for the Company to issue 4,167 Shares to Wayne Paterson. Resolution 6(b) seeks Shareholder Approval under Listing Rule 10.11 for the Company to issue 4,167 Options to Mr Paterson, with an exercise price of $29 and an expiry date of two years from the date of issue.

Resolutions 6(a) and 6(b) are inter-conditional, and the issue of the 4,167 Shares and 4,167 Options to Mr Paterson will only occur if both Resolutions are passed.

9.2 Listing Rule 10.11

Listing Rule 10.11 provides that, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons:

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30% or more) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10% or more) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do sol

(d) an associate of a person referred to in paragraphs (a)–(c) above; or

• (e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of Shares and Options to Mr Paterson falls within Listing Rule 10.11.1, and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 6(a) seeks the required Shareholder approval to issue 4,167 Shares to Mr Paterson under and for the purposes of Listing Rule 10.11. If Resolution 6(a) is passed, the Company will be able to proceed with the issue of Shares to Mr Paterson (provided Resolution 6(b) is also passed). If Resolution 6(a) is not passed, the Company will not be able to proceed with the issue of Shares to Mr Paterson, nor will it be able to proceed with the issue of the Options the subject of Resolution 6(b).

Resolution 6(b) seeks the required Shareholder approval to issue 4,167 Options to Mr Paterson under and for the purposes of Listing Rule 10.11. If Resolution 6(b) is passed, the Company will be able to proceed with the issue of Options to Mr Paterson (provided Resolution 6(a) is also passed). If Resolution 6(b) is not passed, the Company will not be able to proceed with the issue of Options to Mr Paterson, nor will it be able to proceed with the issue of the Shares the subject of Resolution 6(a).

If Resolutions 6(a) and 6(b) are passed, the 4,167 Shares and 4,167 Options to be issued to Mr Paterson 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.

9.3 Chapter 2E of the Corporations Act

In certain circumstances, Chapter 2E of the Corporations Act requires companies to obtain shareholder approval before providing financial benefits to related parties. The Company is not seeking Shareholder approval under Chapter 2E of the Corporations Act for the issue of the Shares and Options to Mr Paterson, as the Board (excluding Mr Paterson) have formed the view that the issue of the Shares and Options to Mr Paterson, and the terms on which the Shares and Options are proposed to

• 16 -

be issued, would be reasonable in the circumstances if the Company and Mr Paterson were dealing at arm’s length. This view is informed by the fact that the Shares and Options proposed to be issued to Mr Paterson are on the same terms as the Shares and Options issued under the Capital Raising.

9.4 Information required by Listing Rule 10.13

In accordance with the disclosure requirements of Listing Rule 10.13, the following information is provided:

(a)	the Shares and Options are proposed to be issued to Mr Paterson, Chief Executive Officer and Director of the
	Company;
(b)	Mr Paterson falls within Listing Rule 10.11.1, as he is a Director of the Company and therefore classified as a
	related party of the Company under the Listing Rules;
(c)	it is proposed that 4,167 Shares and 4,167 Options will be issued to Mr Paterson, with each Option able to be
	exercised, subject to the payment to the Company of the exercise price, for the issue of one Share;
(d)	the Options will be issued with an exercise price of $29, exercisable into one Share, and have an expiry date of
	two years from the date of issue;
(e)	the Company intends to issue the Shares and Options within 5 Business Days after the Meeting, but in any event
	no later than one month following the Meeting;
(f)	the funds raised from the issue of the Shares and Options to Mr Paterson will be used by the Company primarily
	for the development of DurAVRTMand for general working capital purposes;
(g)	the Shares and Options are proposed to be issued pursuant to a subscription agreement between the Company
	and Mr Paterson, under which the Company agreed to issue the Shares and Options to Mr Paterson in exchange
	for approximately $100,008.00. Under the subscription agreement, the Company also provides certain
	representations and warranties to Mr Paterson which are standard for an agreement of this nature; and
(h)	a voting exclusion statement for Resolutions 6(a) and 6(b) is set out in the Notice.
9.5	Directors’ recommendation
The Directors (excluding Mr Paterson) recommend that Shareholders vote in favour of Resolutions 6(a) and 6(b). The Chairman
intends to	vote all undirected proxies in favour of Resolutions 6(a) and 6(b).

10. Resolutions 7(a)–(d) – Approval of grant of Options to Wayne Paterson, John Seaberg, Stephen Denaro and Wenyi Gu 10.1 Options and the Employee Incentive Plan Resolutions 7(a)–(d) seek Shareholder approval in accordance with, and for the purposes of, Listing Rule 10.11 for the Company to grant: • 1,000,000 Options to Mr Wayne Paterson; • 225,000 Options to Mr John Seaberg; • 115,000 Options to Mr Stephen Denaro; and • 115,000 Options to Dr Wenyi Gu.

The above Options are proposed to be issued on the terms described in section 10.4(d).

10.2 Chapter 2E of the Corporations Act

In accordance with section 208 of the Corporations Act, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• obtain the approval of the public company’s shareholders in the manner set out in sections 217 to 227 of the Corporations Act; and • give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Under section 211 of the Corporations Act, shareholder approval is not needed to give a financial benefit to a related party if the remuneration is reasonable given the circumstances of the company giving the remuneration and the circumstances of the related party.

The issue of Options contemplated by Resolutions 7(a)–(d) constitutes the giving of a financial benefit to a related party.

However, in respect of each issue to a Director (and each relevant resolution), the Directors to which Options are not proposed to be issued in respect of that issue and resolution (being the members of the Board eligible to consider the matter) consider that Shareholder approval pursuant to Chapter 2E is not required in respect of that particular issue of Options, on the basis that the giving of such financial benefit is reasonable given the Company’s circumstances and the circumstances of each Director. For the avoidance of doubt, for each of the Resolutions 7(a)–(d), the Director to whom Options are proposed to be granted did not participate in the decision-making process in relation to the relevant resolution.

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10.3 Listing Rule 10.11

Listing Rule 10.11 provides, unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue Equity Securities to any of the following persons:

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30% or more) holder in the company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10% or more) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an associate of a person referred to in paragraphs (a)–(c) above; or

• (e) a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The proposed issue of Options to the Directors under Resolutions 7(a)–(d) falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolution 7(a) seeks the required Shareholder approval to issue 1,000,000 Options to Mr Paterson under and for the purposes of Listing Rule 10.11. If Resolution 7(a) is passed, the Company will be able to proceed with the issue of Options to Mr Paterson. If Resolution 7(a) is not passed, the Company will not be able to proceed with the issue of Options to Mr Paterson, and may consider alternative forms of remuneration for Mr Paterson, such as cash.

Resolution 7(b) seeks the required Shareholder approval to issue 225,000 Options to Mr Seaberg under and for the purposes of Listing Rule 10.11. If Resolution 7(b) is passed, the Company will be able to proceed with the issue of Options to Mr Seaberg. If Resolution 7(b) is not passed, the Company will not be able to proceed with the issue of Options to Mr Seaberg, and may consider alternative forms of remuneration for Mr Seaberg, such as cash.

Resolution 7(c) seeks the required Shareholder approval to issue 115,000 Options to Mr Denaro under and for the purposes of Listing Rule 10.11. If Resolution 7(c) is passed, the Company will be able to proceed with the issue of Options to Mr Denaro. If Resolution 7(c) is not passed, the Company will not be able to proceed with the issue of Options to Mr Denaro, and may consider alternative forms of remuneration for Mr Denaro, such as cash.

Resolution 7(d) seeks the required Shareholder approval to issue 115,000 Options to Dr Gu under and for the purposes of Listing Rule 10.11. If Resolution 7(d) is passed, the Company will be able to proceed with the issue of Options to Dr Gu. If Resolution 7(d) is not passed, the Company will not be able to proceed with the issue of Options to Dr Gu, and may consider alternative forms of remuneration for Dr Gu, such as cash.

In addition, Listing Rule 7.2, Exception 14 provides that Shareholder approval is not required under Listing Rule 7.1 for the issue of Equity Securities that have received Shareholder approval under Listing Rule 10.11, and such Equity Securities are not counted for the purposes of calculating the Company’s 15% placement capacity under Listing Rule 7.1. Therefore, if Resolutions 7(a)–(d) are approved by Shareholders, the relevant grant of the Options, and any subsequent issue, transfer or allocation of Shares in respect of those Options, will not be included in the calculation of the Company’s 15% placement capacity under Listing Rule 7.1.

10.4 Information required by Listing Rule 10.13

In accordance with the disclosure requirements of Listing Rule 10.13, the following information is provided:

• (a) the Options are proposed to be issued to Mr Paterson, Chief Executive Officer and Director of the Company, Mr Seaberg, non-executive Director and Chairman of the Company and Mr Denaro and Dr Gu, each a non-executive Director of the Company, or their respective nominees;

• (b) Mr Paterson, Mr Seaberg, Mr Denaro and Dr Gu each fall within Listing Rule 10.11.1, as they are each Directors of the Company and are therefore classified as related parties of the Company under the Listing Rules;

• (c) it is proposed that 1,000,000 Options will be issued to Mr Paterson, 225,000 Options will be issued to Mr Seaberg, 115,000 Options will be issued to Mr Denaro and 115,000 Options will be issued to Dr Gu, with each Option able to be exercised, subject to vesting and other conditions being satisfied, for the issue of Shares;

• (d) the table below sets out a summary of the key terms of the Options:

Information	Particulars
Entitlement	Subject to the satisfaction of vesting conditions and any other conditions attached to the Options, each Option entitles the holder to be issued or transferred one Share for the exercise price.
Grant date	Within 5 Business Days following the Company receiving Shareholder approval to issue the Options under Resolutions 7(a) to (d) of this Notice (Grant Date).
Expiry date	All Options will expire on the date that is five years from the Grant Date.
Issue price	Nil
Exercise price	$21.19 (being the VWAP of Shares on ASX over the 20 days up to and including 21 April 2023)
Vesting dates	The Options will vest in three equal tranches: • 1/3 of the Options will vest on the date that is one year from the Grant Date;

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• 1/3 of the Options will vest on the date that is two years from the Grant Date; and • 1/3 of the Options will vest on the date that is three years from the Grant Date. Notwithstanding the above, all Options will automatically vest if there is a change of control of the Company (including a sale of all or substantially all of the assets of the Company or an acquisition of more than 50% of the Company’s voting shares), provided however that a transaction or internal reorganisation that occurs to facilitate the initial public offering of the Company or a related entity on a U.S. stock exchange (including a transaction that occurs by way of the Company being acquired by a special purpose acquisition company) is deemed to not be a change of control.

(e) the Company intends to issue the Options with 5 Business Days after the Meeting, but in any event no later than one month following the Meeting;

(f) the Options will be issued as part of the remuneration packages of Mr Paterson, Mr Seaberg, Mr Denaro and Dr Gu. Consequently, there is no issue price for the Options;

• (g) the proposed grant of the Options is intended to align the interests of Mr Paterson, Mr Seaberg, Mr Denaro and Dr Gu with those of Shareholders, by linking their rewards with the interests of Shareholders and the creation of Shareholder value, while also minimising the cash expenses of the Company. No funds will be raised by the Company upon the issue of the Options, as the Options have no issue price;

• (h) the details of the current remuneration packages for each of the Directors for the year ended 31 December 2022 were as follows:

• (i) Mr Paterson — $3,561,980 per annum (including pension), of which $2,003,691 is equity-based compensation;

• (ii) Mr Seaberg — $723,057 per annum, of which $521,306 is equity-based compensation;

• (iii) Mr Denaro — $420,521 per annum (including compulsory superannuation), of which $259,771 is equity-based compensation; and

• (iv) Dr Gu — $366,467 per annum (including compulsory superannuation), of which $255,717 is equity-based compensation; and

(i) a voting exclusion statement for Resolutions 7(a)–(d) is set out in the Notice.

10.5 Directors’ recommendation

Each of the Directors abstain from making a recommendation given their personal interest in the outcome of the voting on Resolutions 7(a)–(d).

• 19 -

Schedule 1 – Definitions

In this Notice, including this Explanatory Memorandum:

Annual Report	means the Directors' Report, the Financial Report and the Auditors' Report in respect of
	the financial year ended 31 December 2022, as lodged with ASX on or about the date of
	this Notice.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited (ABN 98 008 624 691) and, where the context permits, the
	Australian Securities Exchange operated by ASX Limited.
Attaching Options	has the meaning given in section 7.1 of the Explanatory Memorandum.
Auditor's Report	means the auditor's report on the Financial Report
Board	means the board of Directors from time to time.
Business Day	has the meaning given in the Listing Rules.
Capital Raising	has the meaning given in section 7.1 of the Explanatory Memorandum.
Chairman	means the person appointed to chair the Meeting, or any part of the Meeting, convened
	by this Notice.
Closely Related Party	has the meaning given in section 9 of the Corporations Act.
Constitution	means the constitution of the Company.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Director’s Report	means the annual directors' report of the Company and its controlled entities prepared
	under Chapter 2M of the Corporations Act.
Equity Securities	has the meaning given in the Listing Rules.
Evolution	means Evolution Capital Pty Ltd.
Evolution Options	has the meaning given in section 8.1 of the Explanatory Memorandum.
Explanatory Memorandum	means the explanatory memorandum accompanying the Notice.
Financial Report	means the annual financial report of the Company and its controlled entities prepared
	under Chapter 2M of the Corporations Act.
Key Management Personnel	means persons having authority and responsibility for planning, directing and controlling
	the activities of the Company, directly and indirectly, including any Director (whether
	executive or otherwise) of the Company.
Listing Rules	means the listing rules of ASX.
Notice	means this notice of meeting and the accompanying Explanatory Memorandum.
Option	means an option issued by the Company that is exercisable into a Share.
Proxy Form	means the proxy form accompanying the Notice.
Relevant Period	has the meaning given in section 6.2(c) of the Explanatory Memorandum.
Remuneration Report	means the remuneration report of the Company contained in the Directors' Report.
Share	means a fully paid ordinary share in the capital of the Company.

• 20 -

Shareholder means the registered holder of a Share. Trading Day has the meaning given in the Listing Rules. Volume Weighted Average has the meaning given in the Listing Rules. Market Price

• 21 -

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AEST) Saturday, 27 May 2023.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

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

Control Number: 182561 SRN/HIN:

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/au and select "Printable Forms".

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

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

297891_0_COSMOS_Sample_Proxy/000001/000001/i

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.

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

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 Annual General Meeting of Anteris Technologies Ltd to be held via live webcast at https://meetnow.global/MXUSNZC and physically at Hilton Brisbane, 190 Elizabeth Street, Brisbane QLD 4000 on Monday, 29 May 2023 at 10:00 AM (AEST) and at any adjournment or postponement of that meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolutions 1, 7(a), 7(b), 7(c) and 7(d) (except where I/we have indicated a different voting intention in step 2) even though Resolutions 1, 7(a), 7(b), 7(c) and 7(d) are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolutions 1, 7(a), 7(b), 7(c) and 7(d) by marking the appropriate box in step 2.

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.

Step 2 Items of Business PLEASE NOTE:If behalf on a show of	you mark theAbstainbox for an item, you are directing your proxy not to vote on y hands or a poll and your votes will not be counted in computing the required majo
For Against Abstain	For Against Abstain
Resolution 1 Adoption of the Remuneration Report	Resolution 5 Ratification and approval of prior issue of Options to Evolution Capital Pty Ltd on 15 February 2023
Resolution 2 Re-election of Stephen Denaro as Director
	Resolution 6(a) Approval of issue of Shares to Wayne Paterson
Resolution 3 Approval of 10% Placement Facility
Resolution 4(a) Ratification and approval of prior issue of Shares on 15 February 2023 under Listing Rule 7.1	Resolution 6(b) Approval of issue of Options to Wayne Paterson
	Resolution 7(a) Approval of grant of Options to Wayne Paterson
Resolution 4(b) Ratification and approval of prior issue of Shares on 15 February 2023 under Listing Rule 7.1A
	Resolution 7(b) Approval of grant of Options to John Seaberg
Resolution 4(c) Ratification and approval of prior issue of Options on 15 February 2023 under Listing Rule 7.1
	Resolution 7(c) Approval of grant of Options to Stephen Denaro
	Resolution 7(d) Approval of grant of Options to Wenyi Gu

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.

Signature of S Step 3	This se ecurityholder(s)	ction must be completed.	ction must be completed.
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

AVR

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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

Anteris Technologies Ltd Annual General Meeting

The Anteris Technologies Ltd Annual General Meeting will be held on Monday, 29 May 2023 at 10:00 AM (AEST). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

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

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

For your proxy appointment to be effective it must be received by 10:00 AM (AEST) Saturday, 27 May 2023.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: https://meetnow.global/MXUSNZC

For instructions refer to the online user guide www.computershare.com.au/virtualmeetingguide

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ATTENDING THE MEETING IN PERSON

The meeting will be held at:

Hilton Brisbane, 190 Elizabeth Street, Brisbane QLD 4000

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

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 participate online visit https://meetnow.global/au on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your browser is compatible.

TO LOG IN, YOU MUST HAVE THE FOLLOWING INFORMATION:

Australian Residents

SRN or HIN and postcode of your registered address.

Overseas Residents

SRN or HIN and country of your registered address.

Appointed Proxies

An email invitation sent to you by Computershare.

PARTICIPATING AT THE MEETING

To participate in the online meeting, visit https://meetnow.global/au. Then enter the company name in the ‘Filter’ fi eld. Select and click on the displayed meeting.

Search for meeting

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Australia
Filter Computershare
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To register as a shareholder Select ‘Shareholder’, enter your SRN or HIN and select your country. If Australia, also enter your post code.

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Shareholder Invitation Guest
If you are a shareholder or an appointed corporate representative,
please enter the required details below.
SRN/HIN
eg. X1234567890
Country
Australia
Post Code
eg. 0123
SIGN IN
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or To register as a proxyholder To access the meeting click on the link in the invitation e-mail sent to you. Or select ‘Invitation’ and enter your invite code provided in the e-mail.

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Shareholder Invitation Guest
If you are a received an email invitation for this meeting, please
enter your invite code below.
Invite Cod e
Enter your invite code. e.g. G-ABCDEFG or ABCD
SIGN IN
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or To register as a guest Select ‘Guest’ and enter your details.

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Shareholder Invitation Guest
If you would like to attend the meeting as a Guest please provide
your details below.
First Name
Last Name
Email
Company Name
SIGN IN
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1

The webcast will appear automatically once the meeting has started. If the webcast does not start automatically press the play button and ensure the audio on your computer or device is turned on.

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MR JOHN CITIZEN 500 Votes
Clip Slides

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When the Chair declares the poll open, select the ‘Vote’ icon and the voting options will appear on your screen.

To vote, select your voting direction. A tick will appear to confi rm receipt of your vote.

To change your vote, select ‘Click here to change your vote’ and press a different option to override.

Items of Business

2A Re-elect Mr John Brown as a Director

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FOR AGAINST ABSTAIN
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2B Re-elect Mr Peter Nolan as a Director

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FOR AGAINST ABSTAIN
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To ask a question select the ‘Q & A’ icon, select the topic your question relates to. Type your question into the chat box at the bottom of the screen and press ‘Send’.

To ask a verbal question, follow the instructions on the virtual meeting platform.

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Your questions(s)
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To view meeting documents select the ‘Documents’ icon and choose the document you wish to view.

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Notice of Meeting
Online User Guide
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You may enter a question using the fi eld below.
3 Adoption of Remuneration Report 
Enter your question here Send
24 character(s)
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FOR ASSISTANCE

If you require assistance before or during the meeting please call +61 3 9415 4871.

2