Anteris Technologies Global Corp. — Governance Information 2022

Apr 25, 2022

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Anteris Technologies Ltd ment Corporate Governance State

This Corporate Governance Statement relates to the financial year ended 31 December 2021 and is current as at 26 April 2022m ipsum dolor sit amet, consectetuer adipiscing elit, sed diam

Principle 1: Lay solid foundations for management and oversight

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RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS
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(1.1) Role of Board	The Board has established a clear distinction between the functions and
and management	responsibilities reserved for the Board and those delegated to management, as
	set out in the Anteris Technologies Ltd (Anteris) Board Charter (Charter). The
	Charter also provides an overview of the roles of the Chair, individual Directors,
	the Managing Director and Chief Executive Offcer (MD & CEO) and the Company
	Secretary. A copy of the Charter is available in the Corporate Governance section
	of the Company’s website.
(1.2) Senior executive	Anteris carefully considers the character, experience, education and skillset, as
appointments	well as interests and associations of potential candidates for appointment to the
and information	Board or as a senior executive and conducts checks to verify the suitability of the
regarding the	candidate. Anteris has procedures in place that all material information relevant to a
election and re-	decision to elect or re-elect a director, is disclosed in the notice of meeting provided
election of directors	to shareholders.
(1.3) Written contracts	In addition to being set out in the Charter, the roles and responsibilities of Directors
of appointment	are also formalised in a letter of appointment. The letters of appointment specify
	the term of appointment, time commitment envisaged, expectations in relation to
	committee work or any other special duties attaching to the position, remuneration
	arrangements, disclosure obligations in relation to personal interests, confdentiality
	obligations, insurance and indemnity entitlements and refer to the Company’s key
	governance policies. Each senior executive enters into a service contract which
	sets out the material terms of employment, including a description of position and
	duties, reporting lines, remuneration arrangements and termination rights and
	entitlements. Contract details of senior executives which are Key Management
	Personnel are summarised in the Remuneration Report which is included in the
	Annual Report.
(1.4) Company Secretary	The Company Secretary is accountable directly to the Board, through the Chair,
	on all matters to do with the proper functioning of the Board. Each Director
	is entitled to access the advice and services of the Company Secretary. The
	appointment or removal of the Company Secretary is a matter for the Board as a
	whole. Details of the Company Secretary’s experience and qualifcations are set
	out in the Annual Report. We note that the Company Secretary is also a Director.

Anteris Corporate Governance Statement

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(1.5) Diversity	The Company is committed to diversity and inclusiveness. To support this, the
	Board has implemented a Diversity Policy as a measure to ensure diversity is
	welcomed and valued at all levels of the Company. A copy of this Policy is available
	on the Company’s website.
	The Board continues to recognise the importance of proactively addressing gender
	equality and supports initiatives that recognise the benefts of fexible working
	arrangements and remuneration parity on the basis of gender.
	The Diversity Policy operates alongside the Company’s Code of Conduct and Anti-
	Discrimination and Equal Employment Opportunity Policy, Anti-Harassment and
	Bullying Policy and Whistleblower Policy.
	The Company’s objective is to foster a corporate culture that embraces and values
	diversity and inclusion regardless of gender, ethnicity or sexual preference. For the
	year ended 31 December 2021, the company’s Human Resources comprised 47%
	female and 53% male employees with multiple ethnic backgrounds.
(1.6) Board reviews	A performance review was undertaken in relation to the Board and the Board
	Committees during 2021 through surveys of each individual director coupled with a
	Board discussion of the key fndings and key themes. Aspects of individual director
	evaluation and feedback are provided as part of the formal review of the Board
	and Board Committees as well as on a periodic basis at Board and Committee
	meetings allowing continuous improvement.
(1.7) Management	Performance against Company objectives is assessed periodically throughout the
reviews	year and a formal performance evaluation for senior management is completed for
	the Reporting Period. An online performance and development system has been
	implemented.

Principle 2: Structure the Board to be effective and add value

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(2.1) Nomination	A separate Nomination Committee has not been recently formed. The Board
Committee	considers that, based on the Company’s stage of development, no benefts or effciencies are to be gained by delegating this function to a separate committee.
	The full Board carries out the duties of the Nomination Committee. If a vacancy
	exists, through whatever cause, the Board considers candidates with the
	appropriate expertise and experience. In so acting, the full Board follows the
	Nominations Committee Charter which is available on the Company’s website.

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Anteris Corporate Governance Statement

RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS

• (2.2) Board skills matrix

The Company’s objective is to have an appropriate mix of expertise and experience on the Board and its Committees so that the Board can effectively discharge its corporate governance and oversight responsibilities. The mix of skills and expertise is described below.

• Finance

• Strategy

• Marketing

• Bio and Medical Technology

• Global Health Care

• NASDAQ experience

• Corporate Finance and capital investment

• Global/International corporate experience

• Executive leadership / Management

• Governance, risk and compliance

The Board is comfortable with the skills matrix represented by the current Board. The Board reviewed the composition, skills and diversity in 2021.

(2.3) Disclose independence and length of service

The Board annually assesses the independence of each Non-Executive Director. During the course of this year’s assessment, the Board:

• noted that Dr Wenyi Gu was nominated by an entity that previously had a material interest in the Company. This entity no longer has a material interest. In this regard, the Board noted that the nominating entity did not require him to act in the interests of that entity and did not impact his ability to act independently. In addition, where he may have been reasonably perceived to be influenced by those nominating entities, but where actual or perceived conflicts existed, appropriate measures were taken to remedy that conflict;

• noted that Mr Stephen Denaro has an arm’s length consultancy agreement with the Company to provide professional company secretarial services. The Board determined that Mr Stephen Denaro’s consultancy agreement with the Company was not material and should not impact his ability to act independently.

• noted that Mr John Seaberg and Mr Stephen Denaro were granted Options that include performance conditions linked to the growth in the Anteris share price which were approved by shareholders at the Extraordinary General Meeting on 26 February 2020. It was determined that the issuance of Options to the nonexecutive directors align their interests with those of shareholders and that these Options are not material to either Mr John Seaberg nor Mr Stephen Denaro and should not impact on their ability to act independently; and

The length of service of each of the Directors is set out in the Company’s Annual Report.

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Anteris Corporate Governance Statement

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(2.4) Majority of directors	The majority of Directors are independent. The Chairman, Mr John Seaberg and
are independent	Director, Mr Stephen Denaro are considered independent. Mr Wayne Paterson the
	MD & CEO is not considered independent, by virtue of him being an Executive of
	the Company.
	Dr Wenyi Gu was not considered to be independent previously given his
	appointment was nominated by entities that had a material interest in the Company.
	As those entities no longer have a material interest, he is now considered
	independent.
(2.5) Chair is independent	The Chairman, Mr John Seaberg, is an independent Non-Executive Director.
	The role of the MD & CEO is performed by another Director.
(2.6) Induction and	An induction process including appointment letters exists to promote early, active
professional	and relevant involvement of new members of the Board. All Anteris Directors are
development	invited to become members of the Australian Institute of Company Directors (AICD)
	and are encouraged to further their knowledge. Directors are given the opportunity
	to broaden their knowledge of the business by visiting the Company’s offces and
	meeting with senior management. The Board, performing the duties under the
	Nomination Committee Charter, regularly reviews whether the Directors as a whole
	have the necessary skills and knowledge to fulfl their role on the Board. If a gap is identifed, training/development opportunities are considered.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

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(3.1) Values	The Company has embraced core values of Accountability, Objectivity, Respect,
	Teamwork, Integrity and Courage.
(3.2) Code of conduct	The Company has adopted a Code of Conduct which provides guidance to
	Directors, offcers, employees and contractors on the standards of behaviour
	expected in the discharge of their duties on behalf of the Company. The Code
	is based on respect for the law and acting accordingly, dealing with conficts of
	interest appropriately and requires business affairs to be conducted ethically and
	with integrity. A copy of the Code of conduct is available on the Company’s website.
	The Code of Conduct was last reviewed by the Board in March 2022.
(3.3) Whistleblower Policy	The Company has a Whistleblower Policy to encourage employees and
	stakeholders to report conduct that is inconsistent with the values upon which
	the company operates. A copy is available on the Company’s website.
(3.4) Anti bribery and	The Company’s Code of Conduct includes the Company’s Anti Bribery
Corruption Policy	and Corruption Policy. A copy is available on the Company’s website.

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Anteris Corporate Governance Statement

Principle 4: Safeguard integrity of corporate reports

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RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS
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(4.1) Audit Committee	The Company has established an Audit and Risk Management Committee
	(ARMC). The ARMC assists the Board to monitor the Company’s fnancial reporting
	and auditing, as well as the management of risks. The ARMC comprises of the
	following three members, all of whom are nonexecutive directors and the majority
	of whom are independent directors:
	• Mr Stephen Denaro (Chair);
	• Mr John Seaberg; and
	• Dr Wenyi Gu.
	Mr Denaro, Chair of the ARMC, is an independent Non-Executive Director and is
	not the Chair of the Board. The Chief Financial Offcer and the Company’s external
	auditors are usually in attendance at ARMC meetings by invitation. Members of
	the ARMC possess the requisite accounting and fnancial expertise and/or have a suffcient understanding of the industry in which the Company operates, to
	effectively carry out the ARMC’s mandate. Please refer to the Annual Report for
	qualifcations and attendance at ARMC Meetings. Members are also able to seek
	independent external advice in order to carry out their duties on the ARMC to
	assess the integrity of the fnancial statements.
(4.2) CEO and CFO certifcation of fnancial statements	The MD & CEO and the Chief Financial Offcer provide a declaration to the Board as part of the fnancial reporting process. The declaration states that the Company’s fnancial reports present a true and fair view, in all material respects, of the Company’s fnancial condition and operational results, and are in accordance
	with relevant accounting standards in accordance with section 295A of the
	Corporations Act 2001. The ARMC and Board notes this written advice when
	considering the fnancial accounts of the Company.
(4.3) Safeguard the	Anteris provides quarterly reports (Appendix 4C) which includes the fnancial
integrity periodic	performance for the quarter as well as the Company’s progress on business
corporate reports	activities. These reports are reviewed by the Chairman, Chief Executive Offcer, Company Secretary and Chief Financial Offcer prior to release. In addition,
	individual components are also reviewed by management with responsibility for
	the specifc component subject matter.

Principle 5: Make timely and balanced disclosure

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RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS
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(5.1) Disclosure and	The Company is committed to promoting investor confdence and ensuring
Communications	that shareholders and the market have equal access to information and are
Policy	provided with timely and balanced disclosure of all material matters concerning
	the Company. The Company has developed a Continuous Disclosure and
	Shareholder Communication Policy which aims to ensure timely compliance with
	the Company’s obligations under the ASX Listing Rules to facilitate communication
	with shareholders. A copy of this policy is available on the Company’s website.
	The Company Secretary has been nominated as the person responsible for
	communications with the ASX. This role includes responsibility for ensuring
	compliance with continuous disclosure requirements of the ASX Listing Rules and
	overseeing and co-ordinating information disclosures.
(5.2) Board receipt	The Company Secretary ensures that the Board receives a copy of any ASX
of market	announcements promptly after an announcement has been made.
announcements

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Anteris Corporate Governance Statement

RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS (5.3) Investor and analyst The Company ensures that copies of new and substantive investor or analyst presentations presentations that contain new material information are released on the ASX platform ahead of the presentation in accordance with the Continuous Disclosure Policy.

Principle 6: Respect the rights of security holders

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RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS
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(6.1) Information	The Company provides all relevant information concerning its activities and
on website	governance on its website. There is a dedicated corporate governance section
	found under the ‘About’ tab of the website home page. In addition, the Company’s
	website maintains timely information with respect to Anteris’ fnancial performance
	and posts links to all announcements to the ASX, notices of meetings, annual
	reports and fnancial statements. The website also includes a ’Contact Us’
	feature for shareholders, and other interested parties, to contact the Company
	communications function for information on relevant activities.
(6.2) Investor relations	Shareholders are invited to attend the Company’s annual general meeting and
programs	are given the opportunity to address questions to the Board and the Company’s
	external auditors. Shareholders are encouraged to follow offcial Company social
	media channels for regular updates and general enquiries may also be directed to
	the Company via the contact form on the Company’s website.
(6.3) Facilitate	Anteris uses technology to facilitate the participation of shareholders in meetings.
participation	The Company also provides a direct voting facility to allow shareholders to vote
at meetings of	ahead of the meeting without having to attend or appoint a proxy. Shareholders are
security holders	encouraged to participate in general meetings and are given an opportunity to ask
	questions of the Company and its auditor at the annual general meeting.
(6.4) Substantive	All resolutions including substantive resolutions at an Annual General Meeting or
resolutions	Extraordinary General Meeting of shareholders are decided by a poll rather than a
	show of hands.
(6.5) Facilitate electronic	Anteris provides investors the option to receive communications from and send
communications	communications to the Company and the share registry electronically.

Principle 7: Recognise and manage risk

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RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS
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(7.1) Risk Committee	The Board, through the ARMC, overseas the process for identifying and
	managing material risks in the Company in accordance with the Company’s risk
	management policy.
(7.2) Annual risk review	The ARMC annually reviews the risk management practices of the Company to
	satisfy itself that it continues to be sound and that the Company manages risk
	within the Board approved risk appetite. A review of the Company’s risks and risk
	appetite was completed by the ARMC and Board in February 2022.
(7.3) Internal audit	While the Company does not have a formal internal audit function, it employs
	processes for evaluating and regularly improving the effectiveness of its risk
	management and internal control processes. These are contained in the
	Company’s risk management policies. The external audit function is performed by
	HLB Mann Judd.

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Anteris Corporate Governance Statement

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(7.4) Environmental and	The Company is subject to environmental regulation and other licences due to its
social risks	research, development and manufacturing. The Company complies with all relevant
	Federal, State and Local environmental regulations. The Board is not aware of any
	breach of applicable environmental regulations by the Company.
	The Company has policies in relation anti-bribery and corruption, diversity, a code
	of conduct and a statement of corporate values all aimed at addressing the social
	risks of crime, corruption, employee and customer/supplier mistreatment.

Principle 8: Remunerate fairly and responsibly

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RECOMMENDATION ANTERIS’ COMPLIANCE WITH RECOMMENDATIONS
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(8.1) Remuneration	The Remuneration Committee comprises of the following three members,
Committee	a majority of whom are independent Non-Executive Directors:
	• Mr John Seaberg (Chair);
	• Mr Stephen Denaro; and
	• Dr Wenyi Gu.
	The purpose of the Remuneration Committee is to review and make
	recommendations to the Board in relation to the overall remuneration policy for
	the Company. The full role and responsibilities of the Remuneration Committee
	are contained in the Remuneration Committee Charter, which is available on the
	Company’s website. The Board determines the level of remuneration for Directors
	based on the provision of services to the Company. Remuneration levels are
	set with reference to industry and market conditions. Details of the Company’s
	remuneration policy are set out in the Remuneration Report. The remuneration
	report is included in the Annual Report and sets out the remuneration for all key
	management personnel.
(8.2) Disclosure of	The Company seeks to attract and retain high performance Directors and
Executive and Non- Executive Director remuneration policy	Executives with appropriate skills, qualifcations and experience to add value to the Company and fulfl the roles and responsibilities required. Non-Executive Directors are paid a fxed fee for their services plus Mr John Seaberg and Mr
	Stephen Denaro were granted options that include performance conditions linked
	to the growth in the Anteris share price which were approved by shareholders
	at the Extraordinary General Meeting on 26 February 2020. Remuneration
	including superannuation is a composite fee (covering all Board and Committee
	responsibilities). No other retirement benefts schemes are in place with respect to
	Non-Executive Directors.
(8.3) Policy on hedging	Anteris has adopted a written Securities Trading Policy (STP) which is available on
equity incentive	the Company’s website. The STP addresses hedging unvested entitlements and
schemes	prohibits restricted persons from entering into any transaction which would have
	the effect of hedging or otherwise transferring to any other person the risk of any
	fuctuation in the value of any unvested entitlement in the Company’s securities.

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Anteris Technologies Ltd

ABN/ARBN 35 088 221 078	Financial year ended:
35 088 221 078	31 December 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ https://anteristech.com/about/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 30 March 2022 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 26 April 2022 Name of authorised officer Stephen Denaro authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒ and we have disclosed a copy of our diversity policy at: https://anteristech.com/about/corporate- governance and we have disclosed the information referred to in paragraph (c) in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. Not applicable	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance and whether a performance evaluation was undertaken for the reporting period in accordance with that process in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Not applicable and the information referred to in paragraphs (4) and (5) at: Not applicable [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively is included in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance and, where applicable, the information referred to in paragraph (b) in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance and the length of service of each director in the Annual report at: https://anteristech.com/investors#FinancialReports	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy as part of Code of Conduct at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://anteristech.com/about/corporate- governance and the information referred to in paragraphs (4) and (5) at: https://anteristech.com/investors#FinancialReports [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: Not applicable	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the Audit and Risk Management Committee at: https://anteristech.com/about/corporate- governance and the information referred to in paragraphs (4) and (5) in the Annual Report at: https://anteristech.com/investors#FinancialReports [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: Not applicable	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: Not applicable [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes in our Corporate Statement at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governance and, if we do, how we manage or intend to manage those risks at: Not applicable	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://anteristech.com/about/corporate- governance and the information referred to in paragraphs (4) and (5) in the Annual Report at: https://anteristech.com/investors#FinancialReports [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: Not applicable	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in the Corporate Governance Statement at: https://anteristech.com/about/corporate- governanceas well as in the Annual Report at: https://anteristech.com/investors#FinancialReports	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it in our Securities Trading Policy at: https://anteristech.com/about/corporate- governance	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 13

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

Page 14

ASX Listing Rules Appendix 4G (current at 17/7/2020)