Anteris Technologies Global Corp. — Governance Information 2010

Dec 23, 2010

24 December 2010

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SECURITIES TRADING POLICY

1. Purpose of the Policy

1.1 Purpose

The purpose of this policy is to provide guidance to Directors, Executives, and those who work for or are associated with bioMD Limited and its subsidiary, Celxcel Pty Ltd, ( “bioMD”, “Celxcel” or the “Company” ). In particular this policy seeks to:

• (a) Provide a brief summary of the law on Insider Trading;

• (b) Set out the restrictions on dealing in securities, which includes “Black‐out” periods; and

• (c) Assist in maintaining market confidence in the integrity of dealings in the Company’s securities.

1.2 This policy applies to:

• (a) Executive and Non‐Executive Directors and Associates;

• (b) Full‐time, part‐time and casual employees and Associates; and

• (c) Contractors, consultants, advisers and associates, of the Company (collectively “ Affected Parties ”).

1.3 This policy applies to the following securities:

• (a) The Company’s shares; and

• (b) Any other securities issued by the Company.

2. Inside Information & Insider Trading

2.1 Possession of Inside Information

Persons who wish to trade in Company securities must first have regard to the statutory provisions of the Corporations Act dealing with insider trading.

Insider trading is the practice of dealing in a Company's securities (i.e. shares or options) by a person with some connection with a Company (e.g. an employee) in possession of information generally not available to the public but may be relevant to the value of the Company's securities or may influence a person's decision to transact in the Company's securities. It may also include the passing on of this information to another.

Legally, insider trading is an offence which carries severe penalties, including imprisonment.

Directors, officers and employees of the Company must not, whether in their own capacity or as an agent for another, subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any securities (i.e. shares or options) in the Company, or procure another person to do so:

1. if that Director, officer or employee possesses information that a reasonable person would expect to have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company if the information was generally available;

2. if the Director, officer or employee knows or ought reasonably to know, that:

3. (a) the information is not generally available; and

4. (b) if it were generally available, it might have a material effect on the price or value of the securities or influence a person's decision to buy or sell the securities in the Company.

Further, Directors, officers and employees must not either directly or indirectly pass on this kind of information to another person if they know, or ought reasonably to know, that this other person is likely to deal in the securities of the Company or procure another person to do so.

The financial impact of the information is important but strategic and other implications can be equally important in determining whether information is inside information.

Examples of possible inside information include, but are not limited to:

• Information regarding a material increase or decrease in bioMD’s financial performance from previous results or forecasts, such as changes to cashflows or profit results;

• A proposed material business or asset acquisition or sale, merger or takeover;

• Clinical trial results confirming (or falling short of) the market’s expectations;

• A capital raising (debt or equity) to raise funds;

• An adverse situation or failure which affects the business’ potential; or

• Passing on this type of price sensitive information to another person who then trades in the Company’s securities.

2.2 Dealing in Inside Information

An Affected Party who possesses Inside Information in relation to the Company must not:

• (a) deal in the Company’s securities in any way;

• (b) procure another person to deal in the Company's securities in any way; or

• (c) directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows (or reasonably ought to know) that the other person would, or would be likely to, deal in, or procure someone else to deal in, the Company's securities in any way.

2.3 When is information “generally available”?

Information is “generally available” if:

• (a) it consists of readily observable matter;

• (b) it has been made known in a manner likely to bring it to the attention of people who commonly invest in securities of a kind whose price or value might be affected by the information, and, since it was made known, a reasonable period for it to be disseminated among such persons has elapsed; or

• (c) it may be deduced, concluded or inferred from the above. For example, information will be generally available if it has been released to the ASX, or published in an Annual Report or prospectus, and a reasonable period of time has elapsed after the information has been disseminated in one of these ways.

2.4 Consequences of breaching the insider trading prohibitions

A breach of the insider trading prohibitions could subject Affected Parties to criminal and civil liability under the Corporations Act. Breaches of this Securities Trading Policy will be taken very seriously by the Company. Individuals involved will be subject to disciplinary action, including possible termination of their employment, contract or appointment.

2.5 Dealing through Third Parties

A person does not need to be a Director, employee of Company to be guilty of insider trading in relation to securities in the Company. The prohibition extends to dealings by anyone, including Directors’ and employees’ nominees, agents or other associates, such as family members, family trusts and family companies, as well as customers and suppliers.

2.6 Contractors and External Advisors

Contractors employed by BioMD and Celxcel shall be informed of this policy when they are appointed and are required to adhere to the policy so long as they are contracted by the Company. Breach of the policy may lead to termination of contract arrangements.

Directors, employees and contractors of BioMD and Celxcel dealing with external advisers needs to ensure that the advisers are aware of the insider trading rules and where these dealings cover material matters, that the issue of insider trading is covered in confidentiality documents.

2.7 Related Companies

Buying or selling securities of other companies with which the Company may be dealing or has a joint venture relationship is also prohibited where an individual possesses inside information which relates to that company.

3. Guidelines for Trading in the Company’s Securities

3.1 Approval Process

Directors and employees must not trade in any of the Company’s securities without first obtaining written clearance before commencing the transaction from:

• in the case of an employee, the Managing Director or Chairman of the Board, or

• in the case of a senior manager, or their associates, the Managing Director or Chairman of the Board; or,

• in the case of a Director, or their associates, the Chairman of the Board or Managing Director; or,

• in the case of the Managing Director, the Chairman of the Board or, in his/her absence, the remainder of the board by circular resolution; or,

• in the case of the Chairman, the Managing director or in his/her absence, the remainder of the board by circular resolution.

In order to obtain the relevant clearances under this section, a person must set out in writing to the Company the following information:

• (a) the name of the person wishing to trade;

• (b) the number of shares that the person wishes to trade;

• (c) whether the Company is in a Closed or Prohibited Period;

• (d) whether the person is in possession of unpublished price sensitive information;

• (e) if the person is wishing to trade during a closed or prohibited period, the exceptional circumstances that may exist for the Chair may take into account when permitting a trade; and

• (f) the preferred trading period.

Following a request from a person, the Company Secretary will present the request to the relevant Board member, or the entire Board as appropriate with a written response to be given within 3 working days. Where the proposed trade is in a prohibited period, the response will state the length of the trading window that has been granted.

The Company will keep a record of any request from a person and of any clearance given. Written confirmation from the Company that such request and clearance (if any) have been recorded must be given to the person concerned

In addition, following the approval, Affected Parties must confirm to the Chairman and Company Secretary when they have bought or sold the Company’s securities.

3.2 Securities Trading Prohibited Periods

An Affected Party must not deal in the Company's securities during a Prohibited Period.

Prohibited Periods are as follows:

• (a) within the period of 14 days prior to, and two days following, the release of annual, half yearly or quarterly results;

• (b) within the period of 14 days prior, and two days following, to the Annual General Meeting; and

• (c) Directors and executives are also excluded from dealing in securities within the period between receipt of the Board Pack and the Directors’ Meeting.

Directors, employees and contractors should wait at least 2 days after the relevant release before dealing in securities so that the market has had time to absorb the information.

3.3 Short Term Trading

Directors, employees and contractors must not at any time engage in short‐term or speculative trading in securities of the Company. In general, the purchase of securities with a view to resale within a 12 month period and the sale of securities with a view to repurchase within a 12 month period would be considered to be transactions of a "short term" nature. However, the sale of shares immediately after they have been acquired through the conversion of a security (eg. exercise of an option) will not be regarded as short term trading.

3.4 Hedging unvested entitlements

• (a) Entitlements under the Company’s equity based incentive plans (if any) are subject to the satisfaction of various time and/or performance hurdles to ensure alignment of employee rewards with the Company’s objectives and performance. Transactions which “hedge” the value of entitlements could distort the proper functioning of these hurdles and reduce the intended alignment with shareholder interests.

• (b) Directors, and executives participating in an equity‐based executive incentive plan, are prohibited from entering into any transaction which would have the effect of hedging or otherwise transferring to any other person the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities.

Notwithstanding the restriction imposed by paragraph (b) above, Directors may enter into hedging transactions in respect of the Company securities held by them outside any equity based performance plan or once the securities have been vested.

However, Directors should ensure that entry into any hedging transaction occurs outside Prohibited Periods, and otherwise complies with this Policy.

3.5 Consequences of Breach of the Share Trading Policy

Breach of the share trading policy by any BioMD Director, employee, consultant or their family member would expose that individual to criminal and civil liability.

BioMD will regard breach of insider trading laws or this policy as serious misconduct, which may result in dismissal from the Company.

4. Excluded Trading

Examples of trading excluded from this policy include where the trading: (a) results in no change in beneficial interest in the securities; (b) occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party; (c) occurs when the Employee has no control or influence with respect to trading decisions; or (d) occurs under an offer to all or most of the security holders of the Company. The Board will also have reference to other examples of excluded trading set out in any Guidance Note issued by ASX.

5. Notification to ASX of Directors’ Interests

• (a) The Company is required, under the Listing Rules to disclose to ASX details of directors’ interests in securities of the Company and in contracts relevant to securities of the Company, changes in these interests, and whether the change occurred in a prohibited period, within 5 business days after any change.

• (b) Within two business days, a person referred to in section 1.2(a) must notify the Company Secretary in writing of the requisite information for the Company Secretary to make the necessary notifications to ASIC and ASX as required by the Corporations Act 2001 and the ASX Listing Rules.

It is the individual responsibility of Directors to ensure they comply with this requirement.

6. Further Information

You should read this policy carefully and familiarise yourself with the policy and procedures detailed.

The Company will review this policy regularly, as legislative requirements change and best practice for trading in securities of an ASX listed Company evolves. The Company Secretary will communicate any amendments to the Company's employees.

If you have any questions on this policy, or require further information, contact the Company Secretary.

Updated policy approved by the Board on 22 December 2010.

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Signed by Robert Scott Chairman