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

Aug 23, 2021

ASX ANNOUNCEMENT

24 August 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 23 September 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

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

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Brisbane ▪ Minneapolis ▪ Geneva ▪ Malaga

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ANTERIS TECHNOLOGIES LTD

ACN 088 221 078

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

TO BE HELD AT 10:00 AM AEST ON THURSDAY 23 SEPTEMBER 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 23 September 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 21 September 2021 at 10:00 AM (AEST).

AGENDA

1. Resolution 1(a) – Ratification and approval of prior issue of shares to certain institutional investors on 9 August 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 certain institutional investors of 431,445 Shares under Listing Rule 7.1 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(a) by or on behalf of a person who participated in the issue or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 1(a) by:

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

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

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

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

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

2. Resolution 1(b) – Ratification and approval of prior issue of shares to certain institutional investors on 9 August 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 certain institutional investors of 693,555 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(b) by or on behalf of a person who participated in the issue or any associates of those persons. However this does not apply to a vote cast in favour of Resolution 1(b) by:

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

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

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

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

• (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 2 – Approval of future issue of Attaching Options to certain institutional 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 Attaching Options to certain institutional investors 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 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 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.

4. Resolution 3 – Approval of future issue of Lead Manager Options to Evolution Capital Advisors 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 Lead Manager Options to Evolution Capital Advisors Pty Ltd as detailed in the Explanatory Memorandum.”

Voting Exclusion

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

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

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

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

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

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

BY ORDER OF THE BOARD

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Stephen Denaro Director and Company Secretary Dated: 24 August 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(a) to 3 (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 21 September 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 23 September 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 21 September 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 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. Resolutions 1(a) and 1(b) – Ratification and approval of prior issue of shares to certain institutional investors on 9 August 2021 under Listing Rules 7.1 and 7.1A

As announced to ASX on 2 August 2021, the Company has completed a placement of 1,125,000 Shares to certain institutional investors raising $9.0M ( Placement ). The Shares under the Placement were issued using the Company’s placement capacity under Listing Rules 7.1 and 7.1A.

Resolutions 1(a) and 1(b) seek approval for the Placement pursuant to Listing Rule 7.4. Resolution 1(a) seeks approval for the 431,445 Shares issued using the Company’s placement capacity under Listing Rule 7.1. Resolution 1(b) seeks approval for the 693,555 Shares issued using the Company’s placement capacity under Listing Rule 7.1A.

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

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 this 15% limit 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, where a company in general meeting ratifies a previous issue of securities made pursuant to Listing Rule 7.1 (and did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1. An issue made in accordance with Listing Rule 7.1A can also be subsequently approved under Listing Rule 7.4, and if it is approved, the issue will not count towards the 10% placement capacity in Listing Rule 7.1A.

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

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

• if Resolution 1(a) is approved, the 431,445 Shares issued using the Company’s placement capacity under Listing Rule 7.1 will be excluded in calculating the Company’s 15% limit under Listing Rule 7.1, effectively increasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date; and

• if Resolution 1(b) is approved, the 693,555 Shares issued using the Company’s placement capacity under Listing Rule 7.1A will be excluded in calculating the Company’s additional 10% placement capacity under Listing Rule 7.1A, effectively increasing the number of securities it can issue without Shareholder approval under Listing Rule 7.1A until the earlier of:

• 15 July 2022 (being the date that is 12 months from the date of the Company’s last annual general meeting where Shareholders approved the Company’s additional 10% placement capacity pursuant to Listing Rule 7.1A);

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

• the time and date of Shareholder approval for a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

However:

• if Resolution 1(a) is not approved, the 431,445 Shares issued using the Company’s placement capacity under Listing Rule 7.1 will be included in calculating the Company’s 15% limit under Listing Rule 7.1, effectively decreasing the number of securities the Company can issue without Shareholder approval over the 12 month period following the issue date; and

• if Resolution 1(b) is not approved, the 693,555 Shares issued using the Company’s placement capacity under Listing Rule 7.1A will be included in calculating the Company’s additional 10% placement capacity under Listing Rule 7.1A, effectively decreasing the number of securities it can issue without Shareholder approval under Listing Rule 7.1A until the earlier of:

• 15 July 2022 (being the date that is 12 months from the date of the Company’s last annual general meeting where Shareholders approved the Company’s additional 10% placement capacity pursuant to Listing Rule 7.1A);

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

• the time and date of Shareholder approval for a transaction under Listing Rule 11.1.2 or Listing Rule 11.2.

Listing Rule 7.5

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

Persons to whom securities were issued	Certain institutional investors identified by the Company and its brokers/agents (Evolution and Colorado) through a bookbuild process. The Company does not consider that the identity of the institutional investors who participated in the Placement is likely to be material to a decision by Shareholders whether or not to approve Resolutions 1(a) and 1(b) For the purposes of ASX Guidance Note 21 paragraph 7.2, Anteris confirms that no investor in the Placement that was issued more than 1% of Anteris’ current issued capital (as at the date of this Notice) was any of the following: • a related party of Anteris; • a member of Key Management Personnel; • a substantial holder in Anteris; • an adviser to Anteris; or • an associate of any of the above.
Number and class of securities issued	1,125,000 ordinary fully paid shares, comprising 431,445 Shares under Listing Rule 7.1 and 693,555 Shares under Listing Rule 7.1A
Date of issue	9 August 2021
Issue price	$8.00 per Share
Purpose of issue	Working capital purposes, predominantly related to the development of DurAVRTM, the Company’s 3D single-piece aortic valve for the treatment of aortic stenosis.
Summary of the material terms of the agreement upon which the securities were issued	Some institutional investors who participated in the Placement were issued the Shares under a placement letter between Anteris and the relevant institutional investor (Placement Letter).

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Under the Placement Letter, the relevant institutional investors agreed to advance funds to the Company in exchange for which the Company agreed to issue shares to the investor. Under the Placement Letter, the Company also agreed to issue to each institutional investor who participated in the Placement three free Attaching Options for every five new Shares issued (subject to Shareholder approval sought by Resolution 2). The Attaching Options are unlisted and have a term of four years, and an exercise price of $10.00. If Shareholder approval to issue the Attaching Options is not granted, the Company has agreed to pay a cash payment equal to $1.25 per Attaching Option to the relevant investor. The Placement Letter otherwise contains representations and warranties standard for an agreement of this nature. The remaining institutional investors who participated in the Placement agreed to participate in the Placement through confirmations sent to the Company’s broker, Evolution. The terms on which Anteris agreed to issue the Shares and Attaching Options to those institutional investors was the same as those investors who did enter into a Placement Letter with Anteris.

Voting exclusion statement

A voting exclusion statement is included with Resolutions 1(a) and 1(b).

Directors’ recommendation

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

4. Resolution 2 – Approval of future issue of Attaching Options to certain institutional investors

As announced to ASX on 2 August 2021, under the terms of the Placement Letter the Company has agreed to issue to each institutional investor who participated in the Placement three free attaching Options for every five Shares issued under the Placement, subject to Shareholder approval ( Attaching Options ).

Resolution 2 seeks Shareholder approval to issue the Attaching Options for the purposes of Listing Rule 7.1. A summary of Listing Rule 7.1 is set out above under Resolutions 1(a) and 1(b).

The effect of Resolution 2 will be to allow the Company to issue the Attaching Options during the period of 3 months after the date of the Meeting without using the Company’s 15% placement capacity under Listing Rule 7.1.

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

If Resolution 2 is approved, the Company will issue the Attaching Options in accordance with the Placement Letter and the issue of the Attaching 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 2 is not approved, the Company will not issue the Attaching Options. Under the Placement Letter, if the Company is unable to issue the Attaching Options the Company must pay a cash fee of $1.25 per Attaching Option to each institutional investor, which would result in a total cash payment of $843,751.25.

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	Certain institutional investors identified by the Company and its brokers/agents (Evolution and Colorado) through a bookbuild process. The Company does not consider that the identity of the institutional investors who participated in the Placement is likely to be material to a decision by Shareholders whether or not to approve Resolution 2 For the purposes of ASX Guidance Note 21 paragraph 7.2, Anteris confirms that no investor in the Placement that was issued more than 1% of Anteris’ current issued capital (as at the date of this Notice) was any of the following: • a related party of Anteris; • a member of Key Management Personnel; • a substantial holder in Anteris; • an adviser to Anteris; or • an associate of any of the above.
Number and class of securities to be issued	675,001 Options
Date of issue	Subject to all other conditions to the issue being satisfied or waived, the Company will issue the Attaching Options within 5 business days of the date of the Meeting

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Issue price	Nil cash consideration
Purpose of issue	Free attaching options issued as part of the Placement
Terms of the Attaching Options	A summary of the key terms of the Attaching Options are set out in Schedule 2.
Summary of the material terms of the Placement Letter	For those institutional investors who entered a Placement Letter with Anteris, the Attaching Options will be issued under the Placement Letter. A summary of the material terms of the Placement Letter is set out in Resolutions 1(a) and 1(b). The remaining institutional investors who participated in the Placement agreed to participate in the Placement through confirmations sent to the Company’s broker, Evolution. The terms on which Anteris agreed to issue the Shares and Attaching Options to those institutional investors was the same as those investors who did enter into a Placement Letter with Anteris.
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.

5. Resolution 3 – Approval of future issue of Lead Manager Options to Evolution Capital Advisors Pty Ltd

The Company entered into a mandate letter with Evolution Capital Advisors 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 500,000 Options to Evolution, subject to Shareholder approval ( Lead Manager Options ). The Company also appointed Colorado Investments Pty Ltd ( Colorado ) to act as agent of the Company in relation to a portion of the Placement.

Resolution 3 seeks Shareholder approval to issue the Lead Manager Options for the purposes of Listing Rule 7.1. A summary of Listing Rule 7.1 is set out above under Resolutions 1(a) and 1(b).

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

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

If Resolution 3 is approved, the Company will issue the Lead Manager Options in accordance with the Mandate Letter and the issue of the Lead Manager 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 3 is not approved, the Company will not issue the Lead Manager Options. Under the Mandate Letter, if the Company is unable to issue the Lead Manager Options the Company must pay a cash fee of $1.25 per Option to Evolution, which would result in a total cash payment to Evolution of $625,000.

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 Advisors Pty Ltd
Number and class of securities to be issued	500,000 Options
Date of issue	Subject to all other conditions to the issue being satisfied or waived, the Company will issue the Lead Manager 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 Lead Manager Options	A summary of the key terms of the Lead Manager Options are set out in Schedule 2.
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 Lead Manager Options will be issued under the Mandate Letter.

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Fees The Company has agreed to pay Evolution a fee of $489,000 (plus GST) (being 7% of the funds raised under the Placement, less fees payable to Colorado). The Company is also obliged to pay any reasonable out of pocket expenses of Evolution incurred and associated with the Placement. The Company has also agreed to issue the Lead Manager Options to Evolution, subject to Shareholder approval sought by Resolution 3. In the event that Shareholder approval to issue the Lead Manager Options is not obtained, the Company must pay $625,000 to Evolution. 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 3.

Directors’ recommendation

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

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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.
Attaching Options	means the 675,001 Options proposed to be issued to institutional investors who
	participated in the Placement, for which Shareholder approval is sought under
	Resolution 2.
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.
Colorado	means Colorado Investments Pty Ltd.
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 Advisors Pty Ltd.
Key Management Personnel	means persons having authority and responsibility for planning, directing and controlling
	the activities of the Company, directly and indirectly, including any Director (whether
	executive or otherwise) of the Company.
Lead Manager Options	means the 500,000 Options proposed to be issued to Evolution, for which Shareholder
	approval is sought under Resolution 3.
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.
Share	means a fully paid ordinary share in the capital of the Company.
Shareholder	means the registered holder of a Share.

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Schedule 2 – Terms of Attaching Options and Lead Manager Options

1. Right to Shares: Each Option gives the option holder ( Holder ) the right to be issued or transferred one fully paid, ordinary share ( Share ) in Anteris Technologies Ltd ( Company ), in accordance with these terms of issue.

2. Exercise Price: The exercise price payable upon exercise of each Option will be equal to $10.00 ( Exercise Price ).

3. Expiry Date: Each Option automatically lapses at 5pm Brisbane time on the date that is four years after the date of grant of the Options ( Expiry Date ).

4. Exercise Period: Each Option may be exercised at any time during the period commencing on the issue date of the Option and ending on the Expiry Date ( Exercise Period ).

5. Method of Exercise : Options may be exercised by:

6. a. lodging with the Company during the Exercise Period a duly signed written notice of exercise, in the format specified by the Company from time to time, specifying the number of Options which are being exercised ( Exercise Notice ); and

7. b. payment of the Exercise Price by way of a cheque for the aggregate Exercise Price for the Options being exercised (or a telegraphic transfer of cleared funds or a direct credit of cleared funds to the Company or any other method of providing the Exercise Price that is acceptable to the Company).

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price for the Options being exercised in cleared funds.

1. Shares on exercise: Within 5 business days after receipt of a valid Exercise Notice accompanied by full payment of the Exercise Price, the Company will:

2. a. issue to or transfer to the Holder the number of Shares specified or taken to be specified in the Exercise Notice;

3. b. cancel the certificate for the Options being exercised and update the option register accordingly; and

4. c. if applicable, issue a new option certificate for any unexercised Options.

5. Ranking: Except in relation to any restrictions on disposal of the Shares by law or by agreement with the Company, all Shares issued or transferred upon the exercise of Options will rank pari passu in all respects with other Shares of the Company from the date of issue or transfer to the Holder, other than in respect of rights attaching to Shares by reference to a record date prior to the date of their issue or transfer to the Holder.

6. Transfer of Options: The Options may not be transferred at any time without the prior written consent of the Company. No transfer is effective until the Company processes the transfer, updates the options register and issues a new option certificate or confirmation to the new registered holder.

7. No Rights to Participate in New Issues: The Holder has no right or entitlement, without exercising the Option, to participate in new issues of shares offered to the Company’s shareholders during the Exercise Period, whether by way of rights issue, bonus issue (except as contemplated below) or other pro-rata offer of shares to shareholders. However, the Company will ensure that for the purposes of determining entitlements to any such offer or issue, the record date will be a date at least 5 Business Days after the offer or issue is announced by the Company.

8. Impact of Bonus Issue: If the Company makes a “bonus issue” (as defined in the ASX Listing Rules) before the Expiry Date then upon exercise of an Option the Holder is entitled to have issued to it additional shares, in accordance with the requirements of ASX Listing Rule 6.22.3 (or its replacement or successor).

9. No Rights to Participate in Dividends: The Holder has no right or entitlement to participate in any dividends of the Company until the Share is issued or transferred to the Holder on exercise of the Option and then only in respect of rights attaching to Shares by reference to a record date on or after the date of their issue or transfer to the Holder.

10. Capital reconstruction: If there is a reorganisation of the issued capital of the Company before the Expiry Date then the number of Options to which a Holder is entitled, or the Exercise Price (or both) will be reconstructed (as appropriate) in accordance with ASX Listing Rule 7.22 (or its replacement or successor). The rights of the Holder under the terms of issue may be amended to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

11. No other rights: The Holder has no rights or entitlements in addition to those set out above to a change in the Exercise Price, or a change to the number of Shares over which the Option can be exercised. Other than as set out in these terms of issue, the Option terms may only be amended by the Company with the consent of the Holder and subject to applicable law, including the ASX Listing Rules.

12. Quotation: The Options are unlisted and quotation of the Options will not be sought. If the Shares resulting from the exercise of the Options are issued and not transferred, the Company will immediately apply for quotation of the Shares on the ASX.

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

Online:

www.investorcentre.com/contact

AVR

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00 AM (AEST) on Tuesday, 21 September 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

APPOINTMENT OF PROXY

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

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

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

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

Your secure access information is

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

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

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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

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

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

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

By Mail:

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

By Fax:

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

PARTICIPATING IN THE MEETING

Corporate Representative

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

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

Samples/000001/000001

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

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



I 9999999999

I ND

Proxy Form

Step 1

Appoint a Proxy to Vote on Your Behalf

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 via a virtual platform at https://web.lumiagm.com/342094135 on Thursday, 23 September 2021 at 10:00 AM (AEST) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

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

			For	Against Abstain	Against Abstain	Against Abstain	Against Abstain	Against Abstain
Resolution	1(a)	Ratification and approval of prior issue of shares to certain institutional investors on 9 August 2021 under Listing Rule 7.1
Resolution	1(b)	Ratification and approval of prior issue of shares to certain institutional investors on 9 August 2021 under Listing Rule 7.1A
Resolution	2	Approval of future issue of Attaching Options to certain institutional investors
Resolution	3	Approval of future issue of Lead Manager Options to Evolution Capital Advisors 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
----- End of picture text -----

9 9 9 9 9 9 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, 23 September 2021 at 10:00 am (AEST). You are encouraged to participate in the meeting using the following options:

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MAKE YOUR VOTE COUNT

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

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For your proxy appointment to be effective it must be received by 10:00 am (AEST) Tuesday 21 September 2021.

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ATTENDING THE MEETING VIRTUALLY

To watch the webcast, ask questions and vote on the day of the meeting, please visit: web.lumiagm.com/342094135

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

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

 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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----- Start of picture text -----

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

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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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