Anteris Technologies Global Corp. — Proxy Solicitation & Information Statement 2021

Nov 14, 2021

ASX ANNOUNCEMENT

15 November 2021

NOTICE OF EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of Anteris Technologies Ltd will be held at 10:00 a.m. AEST on Thursday 16 December 2021.

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

ENDS

About Anteris Technologies Ltd (ASX: AVR)

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

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

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

Authorisation and Additional information

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

For more information:

Hannah Howlett WE Communications E: WE-AUAnterisTech@we-worldwide.com P: +61 4 5064 8064 www.anteristech.com Twitter: @AnterisTech Facebook: www.facebook.com/AnterisTech

Anteris Technologies Ltd Registered Office: Toowong Tower, Suite 302, Level 3, 9 Sherwood Rd, Toowong, Queensland, 4066 Customer Service

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T +61 1300 550 310 | F +61 1300 972 437 | E info@anteristech.com | W anteristech.com

Brisbane ▪ Minneapolis ▪ Geneva ▪ Malaga

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ANTERIS TECHNOLOGIES LTD

ACN 088 221 078

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

TO BE HELD AT 10:00 AM AEST ON THURSDAY 16 DECEMBER 2021

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

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

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that an Extraordinary General Meeting of Anteris Technologies Ltd ACN 088 221 078 (the Company ) will be held on Thursday, 16 December 2021 at 10:00 AM (AEST) ( Meeting ).

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 Tuesday, 14 December 2021 at 10:00 AM (AEST).

AGENDA

1. Resolution 1 – Ratification and approval of prior issue of shares to the L1 Capital Investors on 1 November 2021 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 all other purposes, approval be given to ratify the prior issue to the L1 Capital Investors of 625,000 Shares under Listing Rule 7.1A at $8.00 per Share as detailed in the Explanatory Memorandum.”

Voting Exclusion

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

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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

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

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

2. Resolution 2 – Ratification and approval of prior issue of shares to Evolution Capital Pty Ltd on 1 November 2021 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 to Evolution Capital Pty Ltd of 37,500 Shares under Listing Rule 7.1 as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 2 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 2 by:

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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

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

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

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3. Resolution 3 – Ratification and approval of prior issue of Initial Options to the L1 Capital Investors on 1 November 2021 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 to the L1 Capital Investors of 500,000 Initial Options under Listing Rule 7.1 as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the issue or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 3 by:

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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

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

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

4. Resolution 4 – Ratification and approval of prior issue of Initial Options to Evolution Capital Pty Ltd on 1 November 2021 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 to Evolution Capital Pty Ltd of 30,000 Initial Options 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 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 by:

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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

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

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

5. Resolution 5 – Approval of future issue of Further Options to the L1 Capital Investors

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 7.1 and all other purposes, approval be given to issue the 330,000 Further Options to the L1 Capital Investors 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 a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 5 by:

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

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• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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

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

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

6. Resolution 6 – Approval of future issue of Further Options to Evolution Capital Pty Ltd

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 7.1 and all other purposes, approval be given to issue the 170,000 Further Options to Evolution Capital Pty Ltd as detailed in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company) or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 6 by:

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

• (b) the Chairman as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

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

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

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

BY ORDER OF THE BOARD

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Stephen Denaro Director and Company Secretary Dated: 15 November 2021

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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 6 (inclusive).

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 Tuesday, 14 December 2021 being at least 48 hours before the Meeting.

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

Coronavirus pandemic (COVID-19)

The Company plans to hold the Meeting virtually on Thursday, 16 December 2021 at 10:00 AM (AEST). As at the date of this Notice, the ongoing Coronavirus pandemic (COVID-19) has resulted in the Australian and Queensland governments implementing a number of restrictions and guidelines including those in relation to travel, public gatherings and social distancing. Due to these restrictions, Shareholders may not physically attend the Meeting.

In order to allow all Shareholders to participate in the Meeting, the Company encourages Shareholders to submit their votes by proxy by the proxy voting cut-off time of 10:00 AM (AEST) on Tuesday, 14 December 2021. In addition, the Company has organised an online facility, where Shareholders will be able to login and view a live webcast of the Meeting and to submit their voting online in real time. Details on how Shareholders can join this live webcast is outlined in the online meeting guide which accompanies this Notice. The Directors will participate in the live webcast.

If you wish to ask questions of the Directors, you may pre-submit questions ahead of the Meeting to ensure there is an opportunity for them to be addressed. Please submit your question at egmquestions@anteristech.com, 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/investors) and via market announcement to ASX as soon as practicable and in any event at least two business days prior to the Meeting.

3. Resolution 1 – Ratification and approval of prior issue of shares to the L1 Capital Investors on 1 November 2021 under Listing Rule 7.1A

As announced to ASX on 27 October 2021, the Company has completed a placement of 625,000 Shares to funds managed or advised by L1 Capital Pty Ltd ( L1 Capital Investors ) raising $5.0M ( Placement ). The Shares under the Placement were issued using the Company’s placement capacity under Listing Rule 7.1A.

Resolution 1 seeks approval for the 625,000 Shares issued to the L1 Capital Investors 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 7.1A provides that an eligible entity can seek approval from its shareholders, by way of special resolution passed at its annual general meeting, to increase the 15% limit under Listing Rule 7.1 by an extra 10% to 25%. The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company received Shareholder approval to have the additional 10% capacity provided for in Listing Rule 7.1A by way of a special resolution at its Annual General Meeting on 15 July 2021.

Listing Rule 7.4 provides that an issue made in accordance with Listing Rule 7.1A can be approved subsequently under Listing Rule 7.4, and if it is approved, the issue will not count towards the 10% placement capacity in Listing Rule 7.1A.

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

If Resolution 1 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 1 is approved, the 625,000 Shares issued to the L1 Capital Investors using the Company’s placement capacity under Listing Rule 7.1A will be excluded in calculating the Company’s combined 25% limit under Listing Rules 7.1 and 7.1A, effectively increasing the number of securities it can issue without Shareholder approval over the 12 month period following the issue date.

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However, if Resolution 1 is not approved, the 625,000 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, effectively decreasing the number of securities it can issue without Shareholder approval over the 12 month period following the issue date.

Listing Rule 7.5

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

Persons to whom securities were issued	Certain funds managed or advised by L1 Capital Pty Ltd.
Number and class of securities issued	625,000 Shares
Date of issue	1 November 2021
Issue price	$8.00 per Share
Purpose of issue	Development of DurAVRTM, the Company’s 3D single-piece aortic valve for the treatment of aortic stenosis as well as for working capital.
Summary of the material terms of the agreement upon which the securities were issued	The 625,000 Shares were issued pursuant to a share and option subscription agreement (Subscription Agreement) between the Company and L1 Long Short Fund Limited. Under the Subscription Agreement, the L1 Capital Investors agreed to advance funds to the Company in exchange for which the Company agreed to issue Shares, Initial Options and (subject to Shareholder approval) Further Options to the investors. The Further Options will vest only if all Initial Options issued to the L1 Capital Investors have been exercised. If Shareholder approval is not obtained to issue the Further Options to the L1 Capital Investors and the Initial Options have been exercised, the L1 Capital Investors will instead receive a cash payment of $1.25 per Further Option. Under the Subscription Agreement, the Company gives certain representations and warranties to the L1 Capital Investors which are standard for an agreement of the nature of the Subscription Agreement.
Voting exclusion statement	A voting exclusion statement is included with Resolution 1.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

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4. Resolution 2 – Ratification and approval of prior issue of shares to Evolution Capital Pty Ltd on 1 November 2021 under Listing Rule 7.1

The Company entered into a mandate letter with Evolution Capital Pty Ltd ( Evolution ) pursuant to which the Company appointed Evolution as lead manager for the Placement ( Mandate Letter ). Under the Mandate Letter, the Company has agreed to issue 37,500 Shares, 30,000 Initial Options and (subject to Shareholder approval) 170,000 Further Options to Evolution.

Resolution 2 seeks approval for the 37,500 Shares issued to Evolution 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 did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

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 2 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 2 is approved, the 37,500 Shares issued to Evolution 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 it can issue without Shareholder approval under Listing Rule 7.1 over the 12 month period following the issue date.

However, if Resolution 2 is not approved, the 37,500 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 it can issue without Shareholder approval over the 12 month period following the issue date.

Listing Rule 7.5

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

Persons to whom securities were issued	Evolution Capital Pty Ltd
Number and class of securities issued	37,500 Shares
Date of issue	1 November 2021
Issue price	Nil cash consideration
Purpose of issue	Part consideration for lead manager services provided in respect of the Placement
Summary of the material terms of the agreement upon which the securities were issued	The Company and Evolution entered into the Mandate Letter pursuant to which Evolution agreed to act as lead manager for the Placement. Fees The Company has agreed to issue Evolution 37,500 Shares, 30,000 Initial Options and (subject to Shareholder approval) 170,000 Further Options. In the event that Shareholder approval to issue the 170,000 Further Options to Evolution is not obtained, the Company must pay $212,500 to Evolution. In addition, Evolution will receive a cash fee of 6% of the gross proceeds of any Initial Options exercised by the L1 Capital Investors. The Company is also obliged to pay any reasonable out of pocket expenses of Evolution incurred and associated with the Placement. Other terms and conditions The Mandate Letter contains a right of first refusal in favour of Evolution to act as lead manager in relation to any future capital raises by the Company in the 12 months from the date of the Mandate Letter. The Mandate Letter otherwise contains provisions considered standard for an agreement of its nature (including representations, warranties and confidentiality provisions).
Voting exclusion statement	A voting exclusion statement is included with Resolution 2.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

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5. Resolution 3 – Ratification and approval of issue of Initial Options to the L1 Capital Investors on 1 November 2021 under Listing Rule 7.1

As announced to ASX on 27 October 2021, the Company issued 500,000 Initial Options to the L1 Capital Investors.

Resolution 3 seeks approval for the issue of the 500,000 Initial Options to the L1 Capital Investors pursuant to Listing Rule 7.4.

A summary of Listing Rule 7.1 is set out in Resolution 2.

If Resolution 3 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 3 is approved, the 500,000 Initial Options 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 3 is not approved, the 500,000 Initial Options issued to certain institutional investors 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.

Listing Rule 7.5

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

Persons to whom securities were issued	Certain funds managed or advised by L1 Capital Pty Ltd.
Number and class of securities issued	500,000 Initial Options
Date of issue	1 November 2021
Issue price	Nil cash consideration
Purpose of issue	Free attaching options issued as part of the Placement
Terms of the Initial Options	A summary of the key terms of the Initial Options is set out in Schedule 2.
Summary of the material terms of the agreement upon which the securities were issued	The 500,000 Initial Options were issued under the Subscription Agreement. A summary of the Subscription Agreement is set out in Resolution 1.
Voting exclusion statement	A voting exclusion statement is included with Resolution 3.

Directors’ recommendation

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

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6. Resolution 4 – Ratification and approval of issue of Initial Options to Evolution on 1 November 2021 under Listing Rule 7.1

The Company entered into a mandate letter with Evolution Capital Pty Ltd ( Evolution ) pursuant to which the Company appointed Evolution as lead manager for the Placement ( Mandate Letter ). Under the Mandate Letter, the Company has agreed to issue 37,500 Shares, 30,000 Initial Options and (subject to Shareholder approval) 170,000 Further Options to Evolution.

Resolution 3 seeks approval for the issue of 30,000 Initial Options to Evolution under Listing Rule 7.4.

A summary of Listing Rule 7.1 is set out in Resolution 2.

If Resolution 4 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 is approved, the 30,000 Initial Options issued to Evolution 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 4 is not approved, the 30,000 Initial Options issued to Evolution 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.

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	30,000 Initial Options
Date of issue	1 November 2021
Issue price	Nil cash consideration
Purpose of issue	Part consideration for lead manager services provided in respect of the Placement
Summary of the material terms of the agreement upon which the securities were issued	The Company and Evolution entered into the Mandate Letter pursuant to which Evolution agreed to act as lead manager for the Placement. The 30,000 Initial Options were issued under the Mandate Letter. A summary of the Mandate Letter is set out in Resolution 2.
Voting exclusion statement	A voting exclusion statement is included with Resolution 4.

Directors’ recommendation

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

7. Resolution 5 – Approval of future issue of Further Options to the L1 Capital Investors

As announced to ASX on 27 October 2021, under the Subscription Agreement, the Company has agreed to issue 330,000 Further Options to the L1 Capital Investors ( Further Options ), subject to Shareholder approval under Listing Rule 7.1. The Further Options will vest only if all Initial Options issued to the L1 Capital Investors have been exercised. If Shareholder approval is not obtained to issue the Further Options to the L1 Capital Investors and the Initial Options have been exercised, the L1 Capital Investors will instead receive a cash payment of $1.25 per Further Option.

Resolution 5 seeks Shareholder approval to issue the 330,000 Further Options for the purposes of Listing Rule 7.1. A summary of Listing Rule 7.1 is set out above under Resolution 2.

The effect of Resolution 5 will be to allow the Company to issue the 330,000 Further Options to the L1 Capital Investors during the period of 3 months after the date of the Meeting without using the Company’s 15% placement capacity under Listing Rule 7.1.

A summary of the terms of the Further Options are set out in Schedule 3.

If Resolution 5 is approved, the Company will issue the Further Options in accordance with the Subscription Agreement and the issue of the Further Options will be excluded in calculating the Company’s 15% placement capacity limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 5 is not approved, the Company will not issue the Further Options. Under the Subscription Agreement, if the Company is unable to issue the Further Options to the L1 Capital Investors and the Initial Options have been exercised the Company must pay a cash fee of $1.25 per Further Option to each institutional investor, which would result in a total cash payment of $412,500.

Listing Rule 7.3

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

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Persons to whom securities will be issued	Certain funds managed or advised by L1 Capital Pty Ltd.
Number and class of securities to be issued	330,000 Further Options
Date of issue	The Company will issue the Further Options within 5 business days of the date of the Meeting
Issue price	Nil cash consideration
Purpose of issue	Free attaching options issued as part of the Placement.
Terms of the Further Options	A summary of the key terms of the Further Options are set out in Schedule 3.
Summary of the material terms of the Subscription Agreement	The 330,000 Further Options will be issued under the Subscription Agreement. A summary of the Subscription Agreement is set out in Resolution 1.
Voting exclusion statement	A voting exclusion statement is included with Resolution 5.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

8. Resolution 6 – Approval of future issue of Further Options to Evolution Capital Pty Ltd

Under the Mandate Letter, the Company has agreed to issue 37,500 Shares, 30,000 Initial Options and (subject to Shareholder approval) 170,000 Further Options to Evolution.

Resolution 6 seeks Shareholder approval to issue the 170,000 Further Options to Evolution for the purposes of Listing Rule 7.1. A summary of Listing Rule 7.1 is set out above under Resolution 1.

The effect of Resolution 6 will be to allow the Company to issue the 170,000 Further Options to Evolution during the period of 3 months after the date of the Meeting without using the Company’s 15% placement capacity under Listing Rule 7.1.

If Resolution 6 is approved, the Company will issue the 170,000 Further Options to Evolution in accordance with the Mandate Letter and the issue of the 170,000 Further Options will be excluded in calculating the Company’s 15% placement capacity limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date.

If Resolution 6 is not approved, the Company will not issue the 170,000 Further Options to Evolution. Under the Mandate Letter, if the Company is unable to issue the 170,000 Further Options to Evolution the Company must pay a cash fee of $1.25 per Further Option to Evolution, which would result in a total cash payment to Evolution of $212,500.

Listing Rule 7.3

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

Persons to whom securities will be issued	Evolution Capital Pty Ltd
Number and class of securities to be issued	170,000 Further Options
Date of issue	The Company will issue the Further Options within 5 business days of the date of the Meeting
Issue price	Nil cash consideration
Purpose of issue	Part consideration for lead manager services provided under the Mandate Letter in respect of the Placement
Terms of the Further Options	A summary of the key terms of the Further Options are set out in Schedule 3.
Summary of the material terms of the Mandate Letter	The Company and Evolution entered into the Mandate Letter pursuant to which Evolution agreed to act as lead manager for the Placement. The 170,000 Further Options will be issued under the Mandate Letter. A summary of the Mandate Letter is set out in Resolution 2.
Voting exclusion statement	A voting exclusion statement is included with Resolution 6.

Directors’ recommendation

The Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

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Schedule 1 – Definitions

In this Notice, including this Explanatory Memorandum:

ASX	means ASX Limited (ABN 98 008 624 691) and, where the context permits, the
	Australian Securities Exchange operated by ASX Limited.
Board	means the board of Directors from time to time.
Chairman	means the person appointed to chair the Meeting, or any part of the Meeting, convened
	by this Notice.
Corporations Act	means the_Corporations Act 2001_(Cth).
Director	means a director of the Company.
Equity Securities	has the meaning given in the Listing Rules.
Evolution	means Evolution Capital Pty Ltd.
Further Options	means unlisted Options with an exercise price of $15 per Option, expiring two years from
	issue and with the terms set out in Schedule 3.
Initial Options	means unlisted Options with an exercise price of $10 per Option, expiring four months
	from issue and with the terms set out in Schedule 2.
L1 Capital Investors	means the funds managed or advised by L1 Capital Pty Ltd who participated in the
	Placement.
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.
Placement	means the placement of 625,000 Shares, 500,000 Initial Options and (subject to
	Shareholder approval) 330,000 Further Options to the L1 Capital Investors, as
	announced to ASX on 27 October 2021.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the registered holder of a Share.

• 11 -

Schedule 2 – Terms of Initial Options

1. Entitlement

• (a) On the Issue Date, the Company will issue options which entitle the Optionholder to subscribe for one Share for each option at the exercise price specified in clause 3, during the option period specified in clause 4 of these Option Terms (in this Schedule 2, Options ).

• (b) Options will be granted to the Optionholder free of charge and may only be granted in the Optionholder or the Optionholder's nominee's name.

• (c) The Options are not transferrable.

2. Issue price

No amount is payable on issue of the Options.

3. Exercise price

The exercise price of an Option is $10.00.

4. Option period and vesting

• (a) The Options may be exercised in part or in whole at any time.

• (b) The Options automatically expire 4 months from the date of issue.

5. Participation rights, bonus issues, rights issues and reorganisations

5.1 Participation

The Optionholder is not entitled to participate in any new issue to existing shareholders of securities in the Company unless he has exercised his Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding shares.

5.2 Notice of new issue

The Company must give the Optionholder, in accordance with the ASX Listing Rules, notice of:

• (a) the proposed terms of the issue or offer proposed under clause 5.1 of these terms; and

• (b) where the option can be exercised by the Optionholder, the right to exercise his option under clause 5.1 of these terms.

• 5.3 Bonus issues

If the Company makes a bonus issue of shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the option is exercisable is increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the option before the record date for determining entitlements to the issue.

• 5.4 Pro rata issues

If the Company makes a pro rata issue of Shares (except a bonus issue) to existing shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the option before the record date for determining entitlements to the issue, the exercise price of each option is reduced in accordance with the ASX Listing Rules.

• 5.5 Reorganisation

If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Optionholder (including the number of options to which the Optionholder is entitled to and the exercise price) is changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

5.6 Calculations and adjustments

Any calculations or adjustments which are required to be made under clause 5 of this Schedule will be made by the Board of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Optionholder.

5.7 Notice of change

The Company must within a reasonable period give to the Optionholder notice of any change under clause 5 of these terms to the exercise price of any options held by the Optionholder or the number of shares which the Optionholder is entitled to subscribe for on exercise of an option.

6. Method of exercise of options

6.1 Method and payment

To exercise options, the Optionholder must give the Company or its share registry, at the same time:

• (a) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of options being exercised and shares to be issued; and

• (b) payment of the exercise price for the Shares the subject of the exercise notice by way of bank cheque or by other means of payment approved by the Company.

• 12 -

6.2 Exercise of Options

• (a) The Optionholder may exercise the Options in part or in whole.

• (b) Options will be deemed to have been exercised on the date the application is lodged with the Company Secretary of the Company.

6.3 Issue of Shares

Within 10 business days after receiving an application for exercise of options and payment by the Optionholder of the exercise price, the Company must issue the Optionholder the number of Shares specified in the application.

7. Ranking of Shares issued on exercise of options

Subject to the Company’s constitution, all Shares issued on the exercise of Options rank in all respects (including rights relating to dividends) pari passu with the existing Shares at the date of issue.

8. Quotation

• (a) The Company will not apply to ASX Limited for official quotation of the Options.

• (b) The Company will apply to ASX Limited for official quotation of the Shares issued on exercise of Options.

9. Deferral of Exercise if resulting in a prohibited acquisition of Shares

• (a) If the exercise of an Option would result in any person being in contravention of section 606(1) of the Corporations Act ( Prohibition ), the exercise of those Options shall be deferred until such time or times when the exercise would not result in a contravention of the Prohibition. In assessing whether the exercise of an Option would result in any person being in contravention of the Prohibition:

• (b) Optionholders may give written notice to the Company if they consider that the exercise of an Option may result in contravention of the Prohibition. The absence of such written notice from the Holder will entitle the Company to assume that the exercise of an Option will not result in any person being in contravention of the Prohibition.

• (c) The Company may (but is not obliged to) by written notice to an Optionholders request that an Optionholders provides the written notice referred to in paragraph (b) within 7 days if the Company considers that the exercise of an Option may result in the contravention of the Prohibition. The absence of such written notice from the Optionholders will entitle the Company to assume that the exercise of an Option will not result in any person being in contravention of the Prohibition.

10. Control events

Options issued to an Option Holder may be immediately exercised and Shares issued to the Holder at the total discretion of the Board of the Company on the occurrence of any of the following events:

(a) a Takeover Bid is made to acquire all or some of the ordinary shares in the capital of the Company and the directors of the Company recommend to shareholders that the Takeover Bid be accepted;

• (b) a court approves a Scheme of Arrangement which would result in a person having a Relevant Interest in more than 50% of the ordinary shares in the capital of the Company; or

• (c) the Company announces to the ASX an intention to sell all or substantially all of its business undertakings or assets.

11. Dealing restrictions

11.1

Options

Any dealing in respect of an Option is prohibited, unless the Board determines otherwise or the dealing is required by law.

11.2 Shares

The Optionholder will be free to deal in the Shares which are delivered on vesting and exercise of Options.

12. Definitions:

Dollar means an Australian dollar.

Relevant Interest has the meaning given to it in the Corporations Act.

Scheme of Arrangement has the meaning given to it in the Corporations Act.

Takeover Bid has the meaning given to it in the Corporations Act.

• 13 -

Schedule 3 – Terms of Further Options

1. Entitlement

• (a) Subject to Shareholder approval, the Company will issue options which entitle the Optionholder to subscribe for one Share for each option at the exercise price specified in clause 3, during the option period specified in clause 4 of these terms (in this Schedule 3, Options ).

• (b) Options will be granted to the Optionholder free of charge and may only be granted in the Optionholder or the Optionholder's nominee's name.

• (c) The Options are not transferrable.

2. Issue price

No amount is payable on issue of the Options.

3. Exercise price

The exercise price of an Option is $15.00.

4. Option period and vesting

• (a) The Options may be exercised in part or in whole at any time.

• (b) The Options automatically expire 2 years from the date of issue.

5. Participation rights, bonus issues, rights issues and reorganisations

• 5.1 Participation

The Optionholder is not entitled to participate in any new issue to existing shareholders of securities in the Company unless he has exercised his Options before the record date for determining entitlements to the new issue of securities and participate as a result of holding shares.

• 5.2 Notice of new issue

The Company must give the Optionholder, in accordance with the ASX Listing Rules, notice of:

• (a) the proposed terms of the issue or offer proposed under clause 5.1 of these terms; and

• (b) where the option can be exercised by the Optionholder, the right to exercise his option under clause 5.1 of these terms.

• 5.3 Bonus issues

If the Company makes a bonus issue of shares or other securities to shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the option before the record date for determining entitlements to the issue, then the number of underlying Shares over which the option is exercisable is increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the option before the record date for determining entitlements to the issue.

• 5.4 Pro rata issues

If the Company makes a pro rata issue of Shares (except a bonus issue) to existing shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the option before the record date for determining entitlements to the issue, the exercise price of each option is reduced in accordance with the ASX Listing Rules.

• 5.5 Reorganisation

If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Optionholder (including the number of options to which the Optionholder is entitled to and the exercise price) is changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

5.6 Calculations and adjustments

Any calculations or adjustments which are required to be made under clause 5 of this Schedule will be made by the Board of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Optionholder.

5.7 Notice of change

The Company must within a reasonable period give to the Optionholder notice of any change under clause 5 of this Schedule to the exercise price of any options held by the Optionholder or the number of shares which the Optionholder is entitled to subscribe for on exercise of an option.

6. Method of exercise of options

6.1 Method and payment

To exercise options, the Optionholder must give the Company or its share registry, at the same time:

• (a) a written exercise notice (in the form approved by the board of the Company from time to time) specifying the number of options being exercised and shares to be issued; and

• (b) payment of the exercise price for the Shares the subject of the exercise notice by way of bank cheque or by other means of payment approved by the Company.

• 14 -

6.2 Exercise of Options

• (a) The Optionholder may exercise the Options in part or in whole.

• (b) Options will be deemed to have been exercised on the date the application is lodged with the Company Secretary of the Company.

6.3 Issue of Shares

Within 10 business days after receiving an application for exercise of options and payment by the Optionholder of the exercise price, the Company must issue the Optionholder the number of Shares specified in the application.

7. Ranking of Shares issued on exercise of options

Subject to the Company’s constitution, all Shares issued on the exercise of Options rank in all respects (including rights relating to dividends) pari passu with the existing Shares at the date of issue.

8. Quotation

• (a) The Company will not apply to ASX Limited for official quotation of the Options.

• (b) The Company will apply to ASX Limited for official quotation of the Shares issued on exercise of Options.

9. Deferral of Exercise if resulting in a prohibited acquisition of Shares

• (a) If the exercise of an Option would result in any person being in contravention of section 606(1) of the Corporations Act ( Prohibition ), the exercise of those Options shall be deferred until such time or times when the exercise would not result in a contravention of the Prohibition. In assessing whether the exercise of an Option would result in any person being in contravention of the Prohibition:

• (b) Optionholders may give written notice to the Company if they consider that the exercise of an Option may result in contravention of the Prohibition. The absence of such written notice from the Holder will entitle the Company to assume that the exercise of an Option will not result in any person being in contravention of the Prohibition.

• (c) the Company may (but is not obliged to) by written notice to an Optionholders request that an Optionholders provides the written notice referred to in paragraph (b) within 7 days if the Company considers that the exercise of an Option may result in the contravention of the Prohibition. The absence of such written notice from the Optionholders will entitle the Company to assume that the exercise of an Option will not result in any person being in contravention of the Prohibition.

10. Control events

Options issued to an Option Holder may be immediately exercised and Shares issued to the Holder at the total discretion of the Board of the Company on the occurrence of any of the following events:

(a) a Takeover Bid is made to acquire all or some of the ordinary shares in the capital of the Company and the directors of the Company recommend to shareholders that the Takeover Bid be accepted;

• (b) a court approves a Scheme of Arrangement which would result in a person having a Relevant Interest in more than 50% of the ordinary shares in the capital of the Company; or

• (c) the Company announces to the ASX an intention to sell all or substantially all of its business undertakings or assets.

11. Dealing restrictions

11.1

Options

Any dealing in respect of an Option is prohibited, unless the Board determines otherwise or the dealing is required by law.

11.2 Shares

The Optionholder will be free to deal in the Shares which are delivered on vesting and exercise of Options.

12. Definitions:

Dollar means an Australian dollar.

Relevant Interest has the meaning given to it in the Corporations Act.

Scheme of Arrangement has the meaning given to it in the Corporations Act.

Takeover Bid has the meaning given to it in the Corporations Act.

• 15 -

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

AVR

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (AEST) on Tuesday, 14 December 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

Samples/000001/000001/i12

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Anteris Technologies Ltd hereby appoint the Chairman OR of the Meeting

Please mark

to indicate your directions

XX

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Extraordinary General Meeting of Anteris Technologies Ltd to be held virtually at https://web.lumiagm.com/318304445 on Thursday, 16 December 2021 at 10:00am (AEST) and at any adjournment or postponement of that meeting.

Step 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain	For Against Abstain
Resolution 1 Ratification and approval of prior issue of shares to the L1 Capital Investors on 1 November 2021 under Listing Rule 7.1A
Resolution 2 Ratification and approval of prior issue of shares to Evolution Capital Pty Ltd on 1 November 2021 under Listing Rule 7.1
Resolution 3 Ratification and approval of prior issue of Initial Options to the L1 Capital Investors on 1 November 2021 under Listing Rule 7.1
Resolution 4 Ratification and approval of prior issue of Initial Options to Evolution Capital Pty Ltd on 1 November 2021 under Listing Rule 7.1
Resolution 5 Approval of future issue of Further Options to the L1 Capital Investors
Resolution 6 Approval of future issue of Further Options to Evolution Capital Pty Ltd

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

Step 3 Signature of Securityholder(s)

This section must be completed.

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----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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2 8 2 9 1 8 A

A V R

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Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

AVR

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

Anteris Technologies Ltd Extraordinary General Meeting

The Anteris Technologies Ltd Extraordinary General Meeting will be held on Thursday, 16 December 2021 at 10:00am (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 Tuesday, 14 December 2021 at 10:00am (AEST).

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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://web.lumiagm.com/318304445

For instructions refer to the online user guide by visiting: https://www.edocumentview.com.au/AVR2021EGM

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://web.lumiagm.com 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:

Meeting ID

Meeting ID as provided in the Notice of Meeting.

Australian Residents

Overseas Residents

Username (SRN or HIN) and

Username (SRN or HIN) and

Password > Password (postcode of your (three-character registered address). country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN.

Appointed Proxies

To receive your unique username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.

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

PARTICIPATING AT THE MEETING

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

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Enter Meeting ID
Join
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2

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

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Meeting Terms and
Conditions
Terms and conditions must
be read and accepted prior to
proceeding to the meeting.
To view the full terms and
conditions please click the
following link.
Terms and Conditions
I agree to all of the above
terms and conditions
DECLINE ACCEPT
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1

3 Select the relevant log in option to represent yourself in the meeting. Note that only Securityholders and Proxies can vote and ask questions in the meeting.

To register as a securityholder, OR To register as a proxyholder, select ‘Securityholder or Proxy’ select ‘Securityholder or and enter your SRN or HIN and Proxy’ and you will need your Postcode or Country Code. username and password as provided by Computershare.  123-456-789 123-456-789 In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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 123-456-789 123-456-789
Securityholder or Proxy
Guest
SRN or HIN
Postcode or Country Code
Login
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----- Start of picture text -----

 123-456-789
Securityholder or Proxy
Guest
SRN or HIN
Postcode or Country Code
Login
----- End of picture text -----

OR To register as a guest, select ‘Guest’ and enter your name and email address.

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 123-456-789
Securityholder or Proxy
Guest
 123-456-789
Title
First Name
Last Name
Email
Enter
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4 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

5

To view the webcast you must tap the broadcast arrow on your screen and press the play button. Click the arrow to switch between screens.

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123-456-789
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Anteris Technologies Ltd Extraordinary General Meeting

Mr Sam Sample

Welcome Securityholders and Guests

To View the Webcast

To view/listen to proceedings please select the ‘Broadcast’ bar. This will display the webcast, please press play to start and ensure that your device isn’t muted.

Asking Questions

Shareholders and proxies have the ability to ask questions. Select the speech bubble icon to open the message module. Type your question in to the box at the

Broadcast

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123-456-789
Broadcast
Today’s Agenda
 Opening Remarks
 CEO Presentation
 Financial Update
 Q&A
 Resolutions
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2

• 6 To ask a question tap on the question icon type your question in the chat box at the bottom of , the screen and select the send icon. Confirmation that your message has been received will appear.

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123-456-789
Chair
Please send in your questions or
comments
Can you advise on revenue
projections for the upcoming
year?
Broadcast
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• 7 When the Chair declares the poll open: > A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, select one of the voting options. Your response will be highlighted

• To change your vote, simply select a different option to override

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

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123-456-789
You have voted on 2 of 6 items
Resolution 1
Adoption of Remuneration
Report
For - Vote received
For Against Abstain
CANCEL
Resolution 2
Elect Mr Sam Smith as a
director
Against - Vote received
For Against Abstain
CANCEL
Broadcast
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Icon descriptions

Home page icon, displays meeting information.

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

Broadcast The broadcast bar allows you to view and listen to the proceedings.

FOR ASSISTANCE

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

3

COUNTRY CODES

Select your country code from the list below and enter it into the password field.

ABW	ARUBA	ECU	ECUADOR	LIE	LIECHTENSTEIN	SEN	SENEGAL
AFG	AFGHANISTAN	EGY	EGYPT	LKA	SRI LANKA	SGP	SINGAPORE
AGO	ANGOLA	ERI	ERITREA	LSO	LESOTHO	SGS	STH GEORGIA &
AIA	ANGUILLA	ESH	WESTERN SAHARA	LTU	LITHUANIA		STH SANDWICH ISL
ALA	ALAND ISLANDS	ESP	SPAIN	LUX	LUXEMBOURG	SHN	ST HELENA
ALB	ALBANIA	EST	ESTONIA	LVA	LATVIA	SJM	SVALBARD & JAN MAYEN
AND	ANDORRA	ETH	ETHIOPIA	MAC	MACAO	SLB	SOLOMON ISLANDS
ANT	NETHERLANDS ANTILLES	FIN	FINLAND	MAF	ST MARTIN	SLE	SIERRA LEONE
ARE	UNITED ARAB EMIRATES	FJI	FIJI	MAR	MOROCCO	SLV	EL SALVADOR
ARG	ARGENTINA	FLK	FALKLAND ISLANDS	MCO	MONACO	SMR	SAN MARINO
ARM	ARMENIA		(MALVINAS)	MDA	MOLDOVA REPUBLIC OF	SOM	SOMALIA
ASM	AMERICAN SAMOA	FRA	FRANCE	MDG	MADAGASCAR	SPM	ST PIERRE AND MIQUELON
ATA	ANTARCTICA	FRO	FAROE ISLANDS	MDV	MALDIVES	SRB	SERBIA
ATF	FRENCH SOUTHERN	FSM	MICRONESIA	MEX	MEXICO	STP	SAO TOME AND PRINCIPE
	TERRITORIES	GAB	GABON	MHL	MARSHALL ISLANDS	SUR	SURINAME
ATG	ANTIGUA AND BARBUDA	GBR	UNITED KINGDOM	MKD	MACEDONIA FORMER	SVK	SLOVAKIA
AUS	AUSTRALIA	GEO	GEORGIA		YUGOSLAV REP	SVN	SLOVENIA
AUT	AUSTRIA	GGY	GUERNSEY	MLI	MALI	SWE	SWEDEN
AZE	AZERBAIJAN	GHA	GHANA	MLT	MALTA	SWZ	SWAZILAND
BDI	BURUNDI	GIB	GIBRALTAR	MMR	MYANMAR	SYC	SEYCHELLES
BEL	BELGIUM	GIN	GUINEA	MNE	MONTENEGRO	SYR	SYRIAN ARAB REPUBLIC
BEN	BENIN	GLP	GUADELOUPE	MNG	MONGOLIA	TCA	TURKS AND
BFA	BURKINA FASO	GMB	GAMBIA	MNP	NORTHERN MARIANA		CAICOS ISLANDS
BGD	BANGLADESH	GNB	GUINEA-BISSAU		ISLANDS	TCD	CHAD
BGR	BULGARIA	GNQ	EQUATORIAL GUINEA	MOZ	MOZAMBIQUE	TGO	TOGO
BHR	BAHRAIN	GRC	GREECE	MRT	MAURITANIA	THA	THAILAND
BHS	BAHAMAS	GRD	GRENADA	MSR	MONTSERRAT	TJK	TAJIKISTAN
BIH	BOSNIA & HERZEGOVINA	GRL	GREENLAND	MTQ	MARTINIQUE	TKL	TOKELAU
BLM	ST BARTHELEMY	GTM	GUATEMALA	MUS	MAURITIUS	TKM	TURKMENISTAN
BLR	BELARUS	GUF	FRENCH GUIANA	MWI	MALAWI	TLS	EAST TIMOR DEMOCRATIC
BLZ	BELIZE	GUM	GUAM	MYS	MALAYSIA		REP OF
BMU	BERMUDA	GUY	GUYANA	MYT	MAYOTTE	TMP	EAST TIMOR
BOL	BOLIVIA	HKG	HONG KONG	NAM	NAMIBIA	TON	TONGA
BRA	BRAZIL	HMD	HEARD AND	NCL	NEW CALEDONIA	TTO	TRINIDAD & TOBAGO
BRB	BARBADOS		MCDONALD ISLANDS	NER	NIGER	TUN	TUNISIA
BRN	BRUNEI DARUSSALAM	HND	HONDURAS	NFK	NORFOLK ISLAND	TUR	TURKEY
BTN	BHUTAN	HRV	CROATIA	NGA	NIGERIA	TUV	TUVALU
BUR	BURMA	HTI	HAITI	NIC	NICARAGUA	TWN	TAIWAN
BVT	BOUVET ISLAND	HUN	HUNGARY	NIU	NIUE	TZA	TANZANIA UNITED
BWA	BOTSWANA	IDN	INDONESIA	NLD	NETHERLANDS		REPUBLIC OF
CAF	CENTRAL AFRICAN	IMN	ISLE OF MAN	NOR	NORWAY	UGA	UGANDA
	REPUBLIC	IND	INDIA	NPL	NEPAL	UKR	UKRAINE
CAN	CANADA	IOT	BRITISH INDIAN OCEAN	NRU	NAURU	UMI	UNITED STATES MINOR
CCK	COCOS (KEELING) ISLANDS		TERRITORY	NZL	NEW ZEALAND		OUTLYING
CHE	SWITZERLAND	IRL	IRELAND	OMN	OMAN	URY	URUGUAY
CHL	CHILE	IRN	IRAN ISLAMIC	PAK	PAKISTAN	USA	UNITED STATES OF
CHN	CHINA		REPUBLIC OF	PAN	PANAMA		AMERICA
CIV	COTE D’IVOIRE	IRQ	IRAQ	PCN	PITCAIRN ISLANDS	UZB	UZBEKISTAN
CMR COD COG COK COL COM	CAMEROON CONGO DEMOCRATIC REPUBLIC OF CONGO PEOPLES REPUBLIC OF COOK ISLANDS COLOMBIA COMOROS	ISL ISM ISR ITA JAM JEY JOR JPN	ICELAND BRITISH ISLES ISRAEL ITALY JAMAICA JERSEY JORDAN JAPAN	PER PHL PLW PNG POL PRI PRK	PERU PHILIPPINES PALAU PAPUA NEW GUINEA POLAND PUERTO RICO KOREA DEM PEOPLES REPUBLIC OF	VAT VCT VEN VGB VIR VNM	HOLY SEE (VATICAN CITY STATE) ST VINCENT & THE GRENADINES VENEZUELA BRITISH VIRGIN ISLANDS US VIRGIN ISLANDS VIETNAM
CPV	CAPE VERDE	KAZ	KAZAKHSTAN	PRT	PORTUGAL	VUT	VANUATU
CRI	COSTA RICA	KEN	KENYA	PRY	PARAGUAY	WLF	WALLIS AND FUTUNA
CUB	CUBA	KGZ	KYRGYZSTAN	PSE	PALESTINIAN TERRITORY	WSM	SAMOA
CXR	CHRISTMAS ISLAND	KHM	CAMBODIA		OCCUPIED	YEM	YEMEN
CYM	CAYMAN ISLANDS	KIR	KIRIBATI	PYF	FRENCH POLYNESIA	YMD	YEMEN DEMOCRATIC
CYP CZE DEU DJI DMA DNK	CYPRUS CZECH REPUBLIC GERMANY DJIBOUTI DOMINICA DENMARK	KNA KOR KWT LAO LBN LBR	ST KITTS AND NEVIS KOREA REPUBLIC OF KUWAIT LAO PDR LEBANON LIBERIA	QAT REU ROU RUS RWA SAU	QATAR REUNION ROMANIA RUSSIAN FEDERATION RWANDA SAUDI ARABIA KINGDOM OF	YUG ZAF ZAR ZMB ZWE	YUGOSLAVIA SOCIALIST FED REP SOUTH AFRICA ZAIRE ZAMBIA ZIMBABWE
DOM	DOMINICAN REPUBLIC	LBY	LIBYAN ARAB JAMAHIRIYA	SCG	SERBIA AND MONTENEGRO
DZA	ALGERIA	LCA	ST LUCIA	SDN	SUDAN

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