AROA BIOSURGERY LIMITED — AGM Information 2022

Jul 12, 2022

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Notice of Annual General Meeting of Shareholders

This is a notice to inform you that the annual general meeting (“ AGM ”) of shareholders of Aroa Biosurgery Limited (ASX: ARX) (the “ Company ”) is scheduled for 1pm (NZST), 11am (AEST) on Wednesday, 10 August 2022.

The AGM will be held as a hybrid meeting:

• Physical attendance: Shareholders may attend the AGM in person at the Company’s registered office at 64 Richard Pearse Drive, Mangere, Auckland, New Zealand.

• Virtual attendance: Shareholders may also attend the AGM online at: -

• https://us02web.zoom.us/webinar/register/WN_Akzo_HtXTyGov u_UfQiMA

The Company is closely monitoring movement restrictions in New Zealand and Australia as a result of the COVID-19 pandemic. Having regard to the health and safety of our stakeholders and people, if the Company considers appropriate, it may elect to hold this AGM as a virtual-only meeting. In such circumstances, the Company will provide shareholders with as much notice as is reasonably practicable by way of an announcement to the ASX and on the Company’s website.

Shareholders are strongly encouraged to submit their proxies as early as possible, and in any event prior to the cut-off for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form which (together with a link to this Notice) will be provided to you.

Business of the Meeting

Item 1: Chairperson’s Address

Item 2: CEO’s Address

Item 3: Consideration of Financial Results

To receive and consider the Company’s Financial Statements and Audit Report for the financial year ended 31 March 2022.

The Company’s Annual Financial Statements and Audit Report for the financial year ended 31 March 2022 is available at https://aroabio.com/nz/investors/ and has been (or will be) made available in printed copy to those shareholders who request it. Each shareholder has a right to receive from the Company, free of charge, a physical copy of the Annual Report if the Shareholder makes a request to the Company within 15 working days of receiving this Notice.

Item 4: Resolutions

To consider, and if thought appropriate, pass each of the following resolutions as ordinary resolutions:

Re-election of Directors

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Resolution 1: Retirement by rotation and re-election of Mr. James McLean

That Mr. McLean, who was appointed to the Board in August 2011, retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for reelection as a Director of the Company.

Resolution 2: Retirement by rotation and re-election of Mr. Steven Engle

That Mr. Engle, who was appointed to the Board in April 2015, retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible, offers himself for re-election as a Director of the Company.

Auditor’s Remuneration

Resolution 3: Auditor’s Remuneration

That the Board be authorised to fix the auditor’s remuneration for the financial year ending 31 March 2023.

Grant of securities to the Company’s Non-Executive Directors

Voting restrictions apply to resolutions 4 - 10, details of which are described in the Explanatory Notes.

Resolution 4: Grant of share options to Mr. James McLean

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, (conditional upon his reelection as a Director of the Company under Resolution 1) approval is given for the Company to grant to Mr. McLean (or his nominee) such number of share options with an aggregate value of NZ$180,000 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes. This represents a three-year grant at a value of NZ$60,000 per annum.

Resolution 5: Grant of share options to Mr. Steven Engle

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, (conditional upon his reelection as a Director of the Company under Resolution 2) approval is given for the Company to grant to Mr. Engle (or his nominee) such number of share options with an aggregate value of NZ$120,000 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes. This represents a three-year grant at a value of NZ$40,000 per annum.

Resolution 6: Grant of share options to Mr. Philip McCaw

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr. McCaw (or his nominee) such number of share options with an aggregate value of NZ$120,000 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes. This represents a three-year grant at a value of NZ$40,000 per annum.

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Resolution 7: Grant of share options to Mr. John Pinion

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr. Pinion (or his nominee) such number of share options with an aggregate value of NZ$120,000 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes. This represents a three-year grant at a value of NZ$40,000 per annum.

Resolution 8: Grant of share options to Mr. John Diddams

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr. Diddams (or his nominee) such number of share options with an aggregate value of NZ$136,000 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes. This represents a three-year and four-month grant, at a value of NZ$40,000 per annum.

Grant of securities to the Company’s Chief Executive Officer

Resolution 9: Grant of 2022 LTI share options to Mr. Brian Ward

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr. Ward (or his nominee) such number of share options with an aggregate value of NZ$1,074,936 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes.

Resolution 10: Grant of 2023 LTI share options to Mr. Brian Ward

That for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the Company to grant to Mr. Ward (or his nominee) such number of share options with an aggregate value of NZ$537,468 under the NZ ESOP, on the terms and conditions set out in the Explanatory Notes.

All resolutions to be put to the meeting are discussed in the Explanatory Notes below.

The Board (other than, to the extent applicable, the Director who is the subject of the resolution) supports resolutions 1 to 10 and recommends that shareholders vote in favour of them at the AGM.

Item 5: Other Business

To consider any other business, including shareholder questions, that may be properly brought before the meeting.

By order of the Board of the Company

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Jim McLean

Independent Chair of the Board of Directors

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PROCEDURAL NOTES

Persons Entitled to Vote

The persons who will be entitled to vote on the resolutions at the AGM are those persons who are shareholders of the Company at 9pm (NZST), 7pm (AEST) on Monday 8[th] August 2022.

Casting a Vote

As detailed below, you, or your proxy, may vote either for or against, or abstain from, each of the resolutions. Votes may be cast in any of the following ways:

Meeting Attendance

Attending in Person

Shareholders physically attending the AGM will be able to vote on the resolutions to be put to the shareholders and ask questions during the meeting. Further details about voting at the physical meeting will be provided then.

Attending Online

Shareholders will be able to participate online (see details below) and view the presentations, vote on the resolutions to be put to the shareholders, and ask questions by using their own computers or mobile devices.

After registering, you will receive a confirmation email containing information about joining the meeting.

Shareholders attending the AGM virtually will be able to ask questions and the Company has made provision for shareholders who register their attendance before the start of the meeting to also cast their votes on the proposed resolutions at the AGM. The virtual meeting can be attended using the following details:

Topic : ARX Annual General Meeting

Register in advance for this webinar:

• https://us02web.zoom.us/webinar/register/WN_Akzo_HtXTyGov u_UfQiMA

Further information on how to vote and ask questions will be provided at the meeting.

The Company strongly recommends that shareholders lodge a directed proxy as soon as possible in advance of the AGM, even if they are planning to attend online.

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Online and Postal Voting Prior to the Meeting

Shareholders may directly cast a vote prior to the AGM by:

1. voting online in accordance with the details set out in your personalised Voting/Proxy Form; or

2. post, by completing and lodging your personalised Voting/Proxy Form with the Company’s Share Registrar, Boardroom Pty Limited in accordance with the instructions set out in the form.

In either case, the vote must reach Boardroom Pty Limited not later than 48 hours before the time of the AGM (i.e. 1pm (NZST), 11am (AEST) on Monday, 8[th] August 2022). The Board has authorized Boardroom Pty Limited to receive and count postal votes.

Proxy

Shareholders may appoint a proxy to attend the AGM online or in person, and vote in their place.

If you wish to vote by proxy you must complete your personalised Voting/Proxy Form and ensure it (and any power of attorney or other documents referred to in the Voting/Proxy Form) is received by Boardroom Pty Limited not later than 48 hours before the time of the AGM (i.e. 1pm (NZST), 11am (AEST) on Monday, 8[th] August 2022).

If you wish to appoint a proxy:

• The proxy does not need to be a shareholder.

• You may direct your proxy how to vote, or give your proxy discretion to vote as they see fit. If you wish to give your proxy that discretion, you should mark the appropriate box on the Voting/Proxy Form. If you do not mark any appropriate box on the Voting/Proxy Form, then your proxy may vote or abstain from voting as they see fit.

• The Chairperson of the meeting, or any other Director, is willing to act as proxy. If you appoint the Chairperson of the meeting as proxy but do not direct the Chairperson how to vote on a particular resolution then the Chairperson of the meeting will vote your shares in favour of each of the resolutions.

Any corporate shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with the Companies Act 1993 authorising him or her to act as that company’s representative. The authority must be sent to the Company and/or registry in advance of the AGM or handed in at the meeting when registering as a corporate representative.

How the Chair will Vote Undirected Proxies

Subject to the restrictions set out in the relevant voting restriction (see below), the Chair of the meeting will vote undirected proxies in favour of all of the proposed resolutions. In exceptional circumstances, the Chair may change his or her voting intention on a resolution, in which case an ASX

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announcement will be made. Shareholders may also choose to direct the Chair to vote against a resolution, or to abstain from voting.

Ordinary Resolutions

Each of resolutions 1 to 10 set out above is to be considered as a separate ordinary resolution, requiring approval by a simple majority (i.e. greater than 50%) of the votes of shareholders entitled to vote and voting on each resolution.

Voting Restrictions

Voting restrictions apply to resolutions 4 - 10, details of which are described in the Explanatory Notes. There are no voting restrictions for resolutions 1 – 3.

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EXPLANATORY NOTES

As a shareholder of the Company, you are encouraged to read all of the materials accompanying this Notice, including the Explanatory Notes below, and to vote at the AGM by attending in person, virtually, or by proxy or representative (if you are a body corporate) in accordance with the instructions set out in the Procedural Notes above, these Explanatory Notes and in the Voting/Proxy Form.

Resolutions 1 & 2: Re-election of Directors

Under ASX Listing Rule 14.4, a Director of an entity must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or 3 years, whichever is longer. This rule applies from the time of an entity’s admission to the official list of ASX. The Company was admitted to the official list on 24 July 2020 (the “ Admission ”). Under ASX Listing Rule 14.5 an entity which has Directors must hold an election of Directors at each annual general meeting, even where no Director is required to stand for election or re-election under Rule 14.4. For the purposes of ASX Listing Rule 14.5 and to assist with the Board’s director rotation policy going forward, the Board has determined that James McLean and Steven Engle will each retire by rotation at this year’s AGM. Being eligible, Mr. McLean and Mr. Engle each offer themselves up for re-election as a Director at the AGM. Their background information is set out below.

James (Jim) McLean

Jim was appointed as a Director of the Company in August 2011. He is the Chairman of AROA’s Board and a Non-Executive Director of the Company. He is a resident of New Zealand and has over 25 years’ experience serving as Chair, director, or an executive of research and technology businesses for both commercial and New Zealand Government organisations. In addition to AROA, current appointments include Chair of Prevar Limited and R J Hill Laboratories Limited.

Jim was Chair of the New Zealand Institute of Plant & Food Research and Chair of its predecessor HortResearch, as well as several private businesses and start-up companies. He served on the board of the then Foundation for Research, Science, and Technology including five years as deputy Chair. Jim was an executive and director of Genesis Research & Development Corporation Limited during its early stages through public listing.

Before specialising in science and technology businesses, Jim held management positions with an international manufacturing business and spent thirteen years as a partner at chartered accountants, EY. His time at EY was focused on business strategy and included two years’ secondment to EY’s Washington DC office.

Jim has a BSc (Hons) in Chemistry from University of Otago and a Post Graduate Diploma in Accounting from Victoria University of Wellington.

Jim is considered by the Board to be an Independent Director and is a member of the Company’s Audit Committee, Risk Committee and Remuneration & Nomination Committee.

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The Board unanimously supports his re-election and recommends (with Mr. McLean abstaining) that shareholders vote in favour of Resolution 1.

Steven (Steve) Engle

Steve was appointed as a Director of the Company in April 2015. He is a resident of the US and has over 20 years of executive leadership experience with public biotech companies developing breakthrough products in metabolic, autoimmune, oncologic and infectious disease areas.

Steve is the CEO and an Executive Director of Gradalis Inc., a late-stage biopharmaceutical company focused on the development and commercialization of novel personalized therapeutics to treat cancer. He is also the non-executive Chairman of the Board of Prescient Therapeutics Ltd., an ASX listed clinical stage oncology company and Executive Chairman of Author-it Software Corporation, a developer of authoring information solutions for pharmaceutical and biotechnology companies. Steve also runs Averigon, an advisory firm to the life sciences industry on matters ranging from business development to management team coaching.

He was previously the CEO of CohBar, a clinical stage biotechnology company developing mitochondria-based therapeutics to treat age-related diseases and extend healthy lifespan. Prior to that, he held roles as Chairman and CEO of XOMA Corporation, a leader in the development of therapeutic antibodies and antibody technologies, and La Jolla Pharmaceutical Company, which discovered the biology of B cell tolerance, developed the first B cell toleragen for lupus patients, and received an approvable letter from the FDA. Earlier, he served as Vice President of Marketing for Cygnus, a drug delivery systems company, where he helped to gain FDA approval and to launch Nicotrol for smoking cessation. He is a former director of industry associations, BIO, BayBio and BIOCOM, and was a member of the board of the Lupus Foundation of America.

Steve holds M.S.E.E. and B.S.E.E. degrees from the University of Texas with a focus in biomedical engineering.

Steve is considered by the Board to be an Independent Director and is Chair of the Remuneration & Nomination Committee. He is also a member of the Risk Committee.

The Board unanimously supports his re-election and recommends (with Mr. Engle abstaining) that shareholders vote in favour of Resolution 2.

Resolution 3: Auditor’s Remuneration

BDO Auckland Limited (“ BDO ”) is the Company’s auditor and is automatically reappointed under section 207T of the Companies Act 1993 (“ Companies Act ”). Under section 207S of the Companies Act, auditors’ fees and expenses must be fixed in the manner determined at the AGM. Shareholder approval is therefore sought under this resolution for the Board to fix the audit fees and expenses of BDO for the financial year ending 31 March 2023.

The Board recommends that shareholders vote in favour of Resolution 3

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Resolutions 4-8: Grant of share options to the Company’s Non-Executive Directors

Introduction

Under ASX Listing Rule 10.14, a listed company must not permit a director to acquire securities under an employee incentive scheme without shareholder approval.

The purpose of Resolutions 4 – 8 (inclusive) is to seek shareholder approval for the grant to all of the Company’s Non-Executive Directors (“ NEDs ”) of options to acquire ordinary shares in the Company (“ share options ”) under the Aroa Biosurgery Share Option Plan (as amended from time to time, the “ NZ ESOP’ ) on the terms and conditions outlined in these Explanatory Notes (the “ NED share options ”).

If shareholder approval is obtained and resolutions 4 – 8 are passed, in addition to the approval under ASX Listing Rule 10.14:

• the issue of the NED share options will not require approval under ASX Listing Rule 7.1 pursuant to ASX Listing Rule 7.2, Exception 14; and

• ASX Listing Rule 10.12, Exception 8 applies in this circumstance as the shares issued on exercise of the NED share options are taken to have been made with the approval of the holders of the Company’s ordinary securities. Accordingly, the issue of shares will not require shareholder approval under ASX Listing Rule 10.11. The NED share options (and any shares issued on exercise of the NED share options) will not reduce the Company’s 15% annual placement capacity, so the Company will retain flexibility to use that capacity for other purposes.

If shareholder approval is not received, the Company will not grant the NED share options.

Outlined below is further information on the NED share options, including the information required to be provided to shareholders in accordance with ASX Listing Rule 10.15 for the purposes of obtaining shareholder approval pursuant to ASX Listing Rule 10.14 in connection with the grant of the NED share options.

Why is the Company seeking to issue the NED share options?

As outlined in the Company’s Annual Reports, AROA has to date remunerated its NEDs in the form of cash fees and share options.

AROA considers it beneficial to encourage share ownership by its NEDs, as this more strongly aligns their interests with the interests of shareholders. NEDs can often be limited in their ability to purchase shares in the Company at a point in time due to reputational considerations or the operation of insider trading laws. The Company has therefore chosen to facilitate such ownership through the issue of share options. AROA does not consider that there are any significant opportunity costs to, or benefits foregone by, the Company in issuing the NED share options on the terms proposed.

The Company did not issue share options to the NEDs in FY22. Conditional on each NED remaining a Director of the Company, the share options currently held by the NEDs will vest by FY23. The

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Company must therefore issue further share options to the NEDs if it intends to facilitate share ownership by them from FY24.

Pursuant to the Company’s Remuneration Framework, the Remuneration & Nomination Committee reviews the NEDs compensation annually, and with regard to market comparatives every two (2) years. The Committee has recently, and with the support of external remuneration consultants, undertaken this review (including considering market data).

The value and structure of the NED share options reflects that benchmarking data and external guidance, and is in-line with market. We note that the share options currently held by John Diddams are due to vest four (4) months earlier than the last vesting date of the share options currently held by the other NEDs (Mr. Diddams last vesting date is 1 December 2022, compared to 31 March 2023 for the other NEDs). The aggregate value of share options proposed to be granted to John Diddams (Resolution 8) is therefore NZ$16,000 higher than the grant to the other NEDs.[1] This represents a four-month grant and is intended to align his share options with that of the other NEDs.

Overview of NED share options

The NED share options are unquoted and will be issued for nil consideration. Each NED share option will entitle the holder to subscribe for one ordinary share in the Company at a specified exercise price once the option has vested. In order to ensure that the NEDs’ objectivity in decision-making remains uncompromised, the vesting conditions for the NED share options are service-based (as opposed to performance-based). If a NED ceases to be a Director of the Company, all of their share options that have not yet vested will automatically lapse unless the Board determines otherwise. Any unexercised options that have vested must be exercised within 90 days of such cessation, or they will lapse (unless the Board determines otherwise).

With the exception of the alignment component of John Diddams’ grant, the NED share options represent a three (3) year grant, so the Company does not anticipate that it will be seeking shareholder approval for further share option grants to these NEDs until its annual general meeting in 2025.

The NED share options will be issued under, and subject to, the terms of the NZ ESOP.

A summary of the material terms of the NZ ESOP are set out in Schedule 1.

How is the number of NED share options determined?

The number of NED share options that a NED will receive will be calculated in accordance with the following formula (rounded down to the nearest whole NED share option):

Number of NED Aggregate value of NED share options specified in this Notice of Meeting for that NED share options = _________________ Value per NED share option calculated using the Black-Scholes-Merton model

1 Other than the Chair, Mr. McLean.

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What exercise price will apply to the NED share options?

The NED share options will have an exercise price which is equivalent to the volume-weighted average price of ordinary shares in the Company (“ VWAP ”) on the five (5) trading days immediately preceding the grant date.

Additional details of NED share options

Please see outlined in the table below, additional details relating to the NED share options.

NED	Indicative grant date*	Aggregate value of grant	Vesting**	Last exercise date
Jim McLean	March 2023	NZ$180,000 (representing a 3-year grant, at a value of NZ$60,000 per annum)	1/3 of the aggregate grant value on each of the 1st, 2ndand 3rd anniversary of the grant date	60 months from grant date
Steve Engle	March 2023	NZ$120,000 (representing a 3-year grant, at a value of NZ$40,000 per annum)	1/3 of the aggregate grant value on each of the 1st, 2ndand 3rd anniversary of the grant date	60 months from grant date
Phil McCaw	March 2023	NZ$120,000 (representing a 3-year grant, at a value of NZ$40,000 per annum)	1/3 of the aggregate grant value on each of the 1st, 2ndand 3rd anniversary of the grant date	60 months from grant date
John Pinion	March 2023	NZ$120,000 (representing a 3-year grant, at a value of NZ$40,000 per annum)	1/3 of the aggregate grant value on each of the 1st, 2ndand 3rd anniversary of the grant date	60 months from grant date
John Diddams	December 2022	NZ$16,000 (representing a four months’ grant at a value of NZ$40,000 per annum)	Four months from grant date	60 months from grant date

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John Diddams	March 2023	NZ$120,000 (representing a 3-year grant, at a value of NZ$40,000 per annum)	1/3 of the aggregate grant value on each of the 1st, 2ndand 3rd anniversary of the grant date	60 months from grant date

• *or such other date that is no later than three (3) years after the date of the AGM.

• ** vesting is subject to the relevant NED remaining as a Director of the Company on the relevant vesting date, unless the Board determines otherwise.

Further information in accordance with ASX Listing Rules 10.14 and 10.15

Cash fees payable to each NED for FY23 are as follows:

• Jim McLean – NZ$100,000

• Steve Engle – US$62,000

• Phil McCaw - NZ$72,300

• John Pinion - US$62,000

• John Diddams - AU$72,300

Please see below information relating to securities issued to the NEDs (or their nominees) to date under the NZ ESOP. All share options were issued for nil consideration.

NED	Number of share options granted	Average acquisition price	Number of shares issued to date upon exercise of these share options
Jim McLean	307,200	A$0.75	204,800
	805,875	NZ$0.10	805,875
Steve Engle	245,775	A$0.75	Nil
	633,225	NZ$0.10	Nil
Phil McCaw	245,775	A$0.75	163,850
	1,044,825	NZ$0.10	1,044,825
John Pinion	245,775	A$0.75	Nil
	633,225	NZ$0.10	Nil
John Diddams	934,800	NZ$0.11	769,800

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Please refer to the Company’s 2022 Annual Report for more information relating to share options and Company shares held by each NED as at 31 March 2022.

No loan is being made to any of the NEDs in connection with the acquisition of the NED share options.

Details of any securities issued under the NZ ESOP will be published in AROA’s Annual Report relating to the period in which they were issued, together with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the NZ ESOP after Resolutions 4 - 8 are approved, and who were not named in this Notice, will not participate until approval is obtained under Listing Rule 10.14 (to the extent required).

Details of the voting restrictions for Resolutions 4-8 are detailed on page 21 below.

The Board (other than, to the extent applicable, the Director who is the subject of the resolution) recommends that shareholders vote in favour of Resolutions 4-8.

Resolutions 9 and 10: Grant of share options to the Company’s CEO

Introduction

As noted above, Under ASX Listing Rule 10.14, a listed company must not permit a director to acquire securities under an employee incentive scheme without shareholder approval.

The purpose of Resolutions 9 and 10 is to seek shareholder approval for the grant of both performance-based and service-based share options under the NZ ESOP to Brian Ward (the Company’s Founder, CEO and Managing Director) under the 2022 LTI and 2023 LTI, (together, the “ CEO share options ”) in each case on the terms and conditions outlined in these Explanatory Notes.

If shareholder approval is obtained and Resolutions 9-10 are passed:

• the issue of the CEO share options will not require approval under ASX Listing Rule 7.1 pursuant to ASX Listing Rule 7.2, Exception 14; and

• ASX Listing Rule 10.12, Exception 8 applies in this circumstance as the shares issued on exercise of the CEO share options are taken to have been made with the approval of the holders of the Company’s ordinary securities. Accordingly, the issue of shares will not require shareholder approval under ASX Listing Rule 10.11. The CEO share options (and any shares issued on exercise of the CEO share options) will not reduce the Company’s 15% annual placement capacity, so the Company will retain flexibility to use that capacity for other purposes.

If shareholder approval is not obtained, then subject to achievement of the performance and service conditions described in this Notice (and at the Board’s discretion), Mr. Ward may receive a cash payment at the end of the performance period equivalent in value to the LTI he would have received had shareholder approval been received.

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Why is the Company seeking to issue the CEO share options?

Discretionary long-term variable remuneration (in the form of share options) represents an important component of the Company’s overall remuneration package for its Executive Management. The purpose of this component is three-fold; 1) to assist in the reward and retention of its Executive Management, 2) to reward delivery against longer-term business strategy and performance, and 3) to align Executive Management’s interests with the interests of the Company’s shareholders.

As noted in this Notice, the Remuneration & Nomination Committee has recently (and with the support of external remuneration consultants) completed its annual review of Mr. Ward’s remuneration package. This included an analysis of market comparatives obtained for life sciences and medical device companies in Australia and New Zealand.

The Company has refined its LTI design principles for Executive Management (including the CEO) in line with this review; moving to an annual LTI award, revising the mix of service-based and performance-based share options and establishing performance conditions which relate to the Company’s share price performance.

AROA did not issue share options to the CEO in FY22. As such, this shift to an annual LTI award for the CEO with a vesting date that is three (3) years from grant (i.e. vesting in FY26) requires a transitional grant in 2022 if the CEO is to be eligible (subject to satisfaction of the relevant vesting conditions) for vested LTI in FY24 and FY25.

When added to Mr. Ward’s other remuneration elements, the Board considers that the value and structure of the CEO share options will produce a total remuneration package that is market competitive and appropriate given the Company’s anticipated circumstances for 2022 and 2023 (as applicable), based on market benchmarking and the Company’s current growth stage. It will also allow the Company to spend a greater proportion of its cash reserves on its operations than if alternative cash forms of remuneration were utilised.

Overview of CEO share options

The CEO share options will be unquoted and issued under the NZ ESOP (see Schedule 1 for a summary of its material terms). Each share option will be issued for nil consideration and will entitle the holder to subscribe for one ordinary share in the Company at a specified exercise price once the option has vested.

As noted above, having considered market comparatives and the advice of external consultants, the Board considers that a Target annual LTI grant framework comprising of 50% performance options and 50% service-based options is reasonable and appropriate. The Company anticipates that it will, at each annual general meeting going forward, be seeking shareholder approval for the CEO’s annual LTI grant.

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Details of CEO share options

2022 LTI

Details relating to the 2022 LTI share options are set out below.

Value of	As detailed below, depending ultimately on the level of satisfaction of specified	As detailed below, depending ultimately on the level of satisfaction of specified	As detailed below, depending ultimately on the level of satisfaction of specified	As detailed below, depending ultimately on the level of satisfaction of specified	As detailed below, depending ultimately on the level of satisfaction of specified
grant	vesting conditions, the aggregate value of vested options will range from
	NZ$537,468 to NZ$1,074,936. This represents a two-year grant valued between
	NZ$268,743 p.a. to NZ$537,468 p.a.
		Instrument Weighting Value Value	Value
		(Entry) (Target)	(Stretch)
		(NZ$) (NZ$)	(NZ$)
		Service-based 50% $358,312 $358,312	$358,312
		options
		Performance 50% $179,156 $358,312	$716,624
		options
		Total 100% $537,468 $716,624	$1,074,936		The
	value of performance options that will vest on each specified vesting date will vary
	depending on performance against Entry, Target or Stretch		conditions. As	100%
	of the performance options to be granted will only vest if the Stretch Vesting
	Conditions are achieved, it is expected that a lesser percentage (and value)			of
	performance options will actually vest unless exceptional outcomes occur.

	Value of grant		As detailed below, depending ultimately on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$537,468 to NZ$1,074,936. This represents a two-year grant valued between NZ$268,743 p.a. to NZ$537,468 p.a.	As detailed below, depending ultimately on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$537,468 to NZ$1,074,936. This represents a two-year grant valued between NZ$268,743 p.a. to NZ$537,468 p.a.	As detailed below, depending ultimately on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$537,468 to NZ$1,074,936. This represents a two-year grant valued between NZ$268,743 p.a. to NZ$537,468 p.a.	As detailed below, depending ultimately on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$537,468 to NZ$1,074,936. This represents a two-year grant valued between NZ$268,743 p.a. to NZ$537,468 p.a.	As detailed below, depending ultimately on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$537,468 to NZ$1,074,936. This represents a two-year grant valued between NZ$268,743 p.a. to NZ$537,468 p.a.
			Instrument	Weighting	Value (Entry) (NZ$)	Value (Target) (NZ$)	Value (Stretch) (NZ$)
			Service-based options	50%	$358,312	$358,312	$358,312
			Performance options	50%	$179,156	$358,312	$716,624
			Total	100%	$537,468	$716,624	$1,074,936
Grant date			1 September 2022, or such other date determined by the Board (and within three years from the date of this AGM).
Number of options			The total number of service-based options and performance options granted will be subject to the valuation of each security in accordance with the following: Service-based options: The number of service-based options that Mr. Ward will receive on the grant date is calculated in accordance with the following formula (rounded down to the nearest whole option): Number of service- $358,312 -based options = _____________ Value per service-based option calculatedusing the Black-Scholes-Merton model Performance options: The number of performance options that Mr. Ward will receive on the grant date is calculated in accordance with the following formula (rounded down to the nearest whole option): Number of performance $716,624 options = ___________ Value per performance option calculatedusing a Monte Carlo simulation
Exercise price			 Service-based options: exercise price of A$1.165, being the Company’s share price at its last capital raise in July/August 2021.

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		 Performance options: nil exercise price.
Vesting dates (and associated measurement periods)		 1stvesting date is 31 March 2024 (relating to the measurement period from 1 April 2022 to that vesting date).  2ndvesting date is 31 March 2025 (relating to the measurement period from 1 April 2022 to that vesting date).
Vesting conditions		Service-based options: Provided that Mr. Ward is in continuous employment with the Company in his current or equivalent position during the relevant measurement period (subject to the terms of the NZ ESOP), the service-based options will vest as follows:  on 31 March 2024, options valued at NZ$179,156 (representing 50% of the service-based options).  on 31 March 2025, options valued at NZ$179,156 (representing the remaining 50% of the service-based options). Performance options: The performance options will vest in two tranches; up to 50% of the performance options will be eligible for vesting on 31 March 2024 and the remaining up to 50% on 31 March 2025. The vesting conditions will be as follows: (a) ‘Stretch’ criteria – involving an assessment of the Company’s share price against specified targets at the end of each measurement period. The ‘stretch’ criteria for each given vesting date comprises of two elements (see detailed in the table below), and will only be satisfied for a given vesting date if both elements are met. Mr. Ward will receive 50% of the performance options if the applicable ‘stretch' criteria is satisfied on 31 March 2024 and a further 50% if the applicable ‘stretch’ criteria is satisfied on 31 March 2025. If the ‘stretch’ criteria is not achieved on a vesting date, Mr. Ward will only receive performance options on that vesting date if (and to the extent) the Relative TSR criteria outlined below is satisfied. (b) Relative TSR (‘Total Shareholder Return’) criteria – assessing the Company’s TSR against the TSR of members of the specified ASX healthcare comparator group. This group shall comprise the top 50 (by market capitalization) ASX- listed healthcare companies as at 31 March 2022. The relative TSR criteria is set at an ‘Entry’ and ‘Target’ level as detailed in the tables below, with performance options only vesting if they at least meet the ‘Entry’ requirements on the relevant vesting date. The % of performance options that vest on each given vesting date will increase on a linear scale from 12.5% (if relative TSR is at the ‘Entry’ criteria) to a maximum of 25% (if relative TSR is at the ‘Target’ criteria), depending on the Company’s relative TSR performance.

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	112% growth on 31 March 2022 20-day VWAP of A$0.706 162% growth on 31 March 2022 20-day VWAP of A$0.706 A 20-day VWAP will be used for assessing performance against the ‘Stretch’ and relative TSR criteria. In addition to the vesting conditions outlined above, the performance options will only vest if (subject to the terms of the NZ ESOP) Mr. Ward is in continuous employment with AROA in his current or equivalent position during the relevant measurement period. The Board reserves the right to adjust these performance conditions or vesting outcomes to ensure that Mr. Ward is neither penalised nor provided with a windfall benefit arising from matters outside his control. 1st Vesting date (31 March 2024) 2nd Vesting date (31 March 2025) Total % of performance options eligible to vest Criteria % of performance options eligible to vest Criteria % of performance options eligible to vest Entry 50%+ percentile of ASX healthcare comparator groupTSR 12.5% 50%+ percentile of ASX healthcare comparator groupTSR 12.5% 25% Target 75%+ percentile of ASX healthcare comparator groupTSR 25% 75%+ percentile of ASX healthcare comparator groupTSR 25% 50% Stretch 1) 75%+ percentile of ASX healthcare comparator group TSR; and 2) 20-day VWAP as at vesting date of $1.50 50% 1) 75%+ percentile of ASX healthcare comparator group TSR; and 2) 20-day VWAP as at vesting date of $1.85 50% 100%*		1st Vesting date (31 March 2024)	1st Vesting date (31 March 2024)	2nd Vesting date (31 March 2025)	2nd Vesting date (31 March 2025)	Total % of performance options eligible to vest
			Criteria	% of	Criteria	% of
				performance options eligible to vest		performance
						options
						eligible to vest
		Entry	50%+ percentile of ASX healthcare comparator groupTSR	12.5%	50%+ percentile of ASX healthcare comparator groupTSR	12.5%	25%
		Target	75%+ percentile of ASX healthcare comparator groupTSR	25%	75%+ percentile of ASX healthcare comparator groupTSR	25%	50%
		Stretch	1) 75%+ percentile of ASX healthcare comparator group TSR; and 2) 20-day VWAP as at vesting date of $1.50*	50%	1) 75%+ percentile of ASX healthcare comparator group TSR; and 2) 20-day VWAP as at vesting date of $1.85**	50%	100%
Term	The options will have a term of five (5) years from the grant date (the “Last Exercise Date”), and (subject to the NZ ESOP) will automatically lapse to the extent they do not vest by the applicable Vesting Date or are not exercised before the Last Exercise Date.

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Term The options will have a term of five (5) years from the grant date (the “ Last Exercise Date ”), and (subject to the NZ ESOP) will automatically lapse to the extent they do not vest by the applicable Vesting Date or are not exercised before the Last Exercise Date.

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2023 LTI

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As outlined in this Notice of Meeting, the 2023 LTI represents a one (1) year grant. Details of the 2023 LTI are set out in the table below.

Value of grant As detailed below, depending on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$268,734 to NZ$537,468.

Instrument	Weighting	Value (Entry) (NZ$)	Value (Target) (NZ$)	Value (Stretch) (NZ$)
Service-based options	50%	$179,156	$179,156	$179,156
Performance options	50%	$89,578	$179,156	$358,312
Total	100%	$268,734	$358,312	$537,468

Value of grant	As detailed below, depending on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$268,734 to NZ$537,468. Instrument Weighting Value (Entry) (NZ$) Value (Target) (NZ$) Value (Stretch) (NZ$) Service-based options 50% $179,156 $179,156 $179,156 Performance options 50% $89,578 $179,156 $358,312 Total 100% $268,734 $358,312 $537,468	As detailed below, depending on the level of satisfaction of specified vesting conditions, the aggregate value of vested options will range from NZ$268,734 to NZ$537,468. Instrument Weighting Value (Entry) (NZ$) Value (Target) (NZ$) Value (Stretch) (NZ$) Service-based options 50% $179,156 $179,156 $179,156 Performance options 50% $89,578 $179,156 $358,312 Total 100% $268,734 $358,312 $537,468
		The value of performance options that will vest on each specified vesting date will vary depending on performance against Entry, Target or Stretch conditions. As 100% of the performance options to be granted will only vest if the Stretch Vesting Conditions are achieved, it is expected that a lesser percentage (and value) of performance options will actually vest unless exceptional outcomes occur.
Grant date		1 March 2023, or such other date determined by the Board (and within three years from the date of this AGM).
Number of options		The total number of service-based options and performance options granted will be subject to the valuation of each security in accordance with the following: Service-based options: The number of service-based options that Mr. Ward will receive on the grant date is calculated in accordance with the following formula (rounded down to the nearest whole option): Number of service- $179,156 -based options = ___________ Value per service-based option calculatedusing the Black-Scholes-Merton model Performance options: The number of performance options that Mr. Ward will receive on the grant date is calculated in accordance with the following formula (rounded down to the nearest whole option): Number of performance $358,312 options = ___________ Value per performance option calculatedusing the Monte Carlo simulation model

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Exercise price		 Service-based options: exercise price equal to the higher of: 1) A$1.165 (being the Company’s share price at its last capital raise in July/August 2021), or 2) the Company’s 5-day VWAP at the time of grant.  Performance options: nil exercise price.	 Service-based options: exercise price equal to the higher of: 1) A$1.165 (being the Company’s share price at its last capital raise in July/August 2021), or 2) the Company’s 5-day VWAP at the time of grant.  Performance options: nil exercise price.	 Service-based options: exercise price equal to the higher of: 1) A$1.165 (being the Company’s share price at its last capital raise in July/August 2021), or 2) the Company’s 5-day VWAP at the time of grant.  Performance options: nil exercise price.
Vesting date (and associated measurement period)		31 March 2026 (with a measurement period from 1 April 2023 to 31 March 2026).
Vesting conditions		Service-based options: 100% of the service-based options will vest on 31 March 2026 if Mr. Ward is in continuous employment with the Company in his current or equivalent position during the measurement period (subject to the terms of the NZ ESOP). Performance options: The performance options will vest on 31 March 2026, subject to achievement against the following specified vesting conditions on the vesting date: (a) ‘Stretch’ criteria – involving an assessment of the Company’s share price against specified targets on the vesting date. The ‘stretch’ criteria comprises of two elements (see detailed in the table below), and will only be satisfied if both elements are met. Mr. Ward will receive 100% of the performance option if the ‘stretch’ criteria is satisfied. If the ‘stretch’ criteria is not achieved, Mr. Ward will only receive performance options if (and to the extent) the Relative TSR criteria is satisfied. (b) Relative TSR criteria – assessing the Company’s TSR against the TSR of members of the specified ASX healthcare comparator group. This group shall comprise the top 50 (by market capitalization) ASX-listed healthcare companies as at 31 March 2023. The relative TSR criteria is set at an ‘Entry’ and ‘Target’ level as detailed in the tables below, with performance options only vesting if they at least meet the ‘Entry’ requirements on the vesting date. The % of performance options that vest on the vesting date will increase on a linear scale from 25% (if relative TSR is at the ‘Entry’ criteria) to a maximum of 50% (if relative TSR is at the ‘Target’ criteria), depending on the Company’s relative TSR performance. Vesting date (31 March 2026) Criteria % of performance options eligible to vest Entry 50%+ percentile of ASX healthcare comparator group TSR 25% Target 75%+ percentile of ASX healthcare comparator group TSR 50%
			Vesting date (31 March 2026)
			Criteria	% of performance options eligible to vest
		Entry	50%+ percentile of ASX healthcare comparator group TSR	25%
		Target	75%+ percentile of ASX healthcare comparator group TSR	50%

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219% growth on 31 March 2022 20-day VWAP of A$0.706 A 20-day VWAP will be used for assessing performance against the ‘Stretch’ and relative TSR criteria. In addition to the vesting conditions outlined above, the performance options will only vest if (subject to the terms of the NZ ESOP) Mr. Ward is in continuous employment with AROA in his current or equivalent position during the relevant measurement period. The Board reserves the right to adjust these performance conditions or vesting outcomes to ensure that Mr Ward is neither penalised nor provided with a windfall benefit arising from matters outside his control. Stretch 1) 75%+ percentile of ASX healthcare comparator group TSR; and 2) 20-day VWAP as at vesting date of$2.25 100%

Term

The options will have a term of five (5) years from the grant date, and (subject to the NZ ESOP) will automatically lapse to the extent they do not vest by the Vesting Date or are not exercised before that last exercise date.

Further information on CEO share options in accordance with ASX Listing Rules 10.14 and 10.15

Brian Ward’s current (FY23) remuneration package (excluding the non-cash accounting cost of share options granted to date) comprises of:

• Total Fixed Remuneration: NZ$567,787.50 (comprising a base salary of NZ$551,250 and legislative superannuation of NZ$16,537.50); and

• A discretionary annual variable remuneration (“ STI ”): up to NZ$248,063 at Target (100% of STI opportunity) and NZ$279,319 at maximum (representing 113% of STI opportunity).

Each of the Target 2022 LTI grant and the Target 2023 LTI grant represent 65% of Mr. Ward’s base salary for FY23.

Please see below information relating to securities issued to the CEO to date under the NZ ESOP. All share options were issued for nil consideration.

Number of share options granted	Exercise price	Number of shares issued to date upon exercise of these share options
1,100,175	NZ$0.10	1,100,175
3,132,525	A$0.75	Nil

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Please refer to the Company’s 2022 Annual Report for more information relating to share options and Company shares held by Mr. Ward as at 31 March 2022.

No loan is being made to Mr. Ward in connection with the acquisition of the CEO share options.

Details of any securities issued under the NZ ESOP will be published in AROA’s Annual Report relating to the period in which they were issued, together with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of securities under the NZ ESOP after Resolutions 9 and 10 are approved, and who were not named in this Notice, will not participate until approval is obtained under Listing Rule 10.14 (to the extent required).

The Board (with Mr. Ward abstaining) recommends that shareholders vote in favour of Resolutions 9 and 10.

Voting Restrictions:

The Company will disregard any votes cast in favour of Resolutions 4 - 10 by the Director entitled to participate in the NZ ESOP and named in that Resolution (or any of their associated persons). However, this does not apply to a vote cast in favour of a resolution by:

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

• the chairperson of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the chairperson to vote on the resolution as the chairperson decides; or

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

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

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

No other material information

Other than as set out in these Explanatory Notes, and other than information previously disclosed to shareholders, there is no other information that is known to the Directors which may reasonably be expected to be material to the making of a decision by shareholders regarding whether or not to vote in favour of any of the Items proposed at the AGM.

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Schedule 1: Summary of material terms of the NZ ESOP

Term	Meaning
Eligibility	A participant must be an employee of the Company or an employee of a subsidiary of the Company, (or otherwise provide services to or for the benefit of the Company or a subsidiary of the Company) or a Director.
Administration	The Plan is administered by the Board, or a person nominated by the Board.
Option	Each Option will be issued for nil consideration and entitles the participant to subscribe for one ordinary share in the Company at the applicable Exercise Price.
Grant	The Board has the discretion to set the terms and conditions on which it will offer Options under the Plan, including the number of Options granted to each participant, the vesting dates and the vesting conditions. These matters will be set out in the invitation letter to the relevant person.
Exercise	Any Option may be exercised on the Vesting Date or any Business Day after the Vesting Date up until the Termination Date (which will be 10 years or such other date as the Board specifies in the invitation letter). A participant may exercise all, or a part, of their vested Options by giving the Company a notice of exercise (“Exercise Notice”).
Exercise Price	The 5-day VWAP or such other price determined by the Board at its discretion and specified in the invitation letter to the relevant person.
Payment or cashless exercise	The Exercise Notice must be accompanied by payment of the aggregate Exercise Price or arrangements acceptable to the Company in relation to such payment. At the Board’s discretion, the Company may facilitate a cashless (net settled) exercise by issuing a reduced number of ordinary shares to the participant, such number of ordinary shares to be equal to: a) an amount equal to the difference between the current value of the shares (being the 5-day VWAP immediately preceding the Option exercise date) and the Exercise Price of the shares, multiplied by the number of Options being exercised, divided by b) the current value of the Shares.
Shares	Shares issued under the Plan will rank equally with the other issued Shares.
Quotation	Options will not be quoted on any stock exchange. The Company will apply for quotation of Shares issued on exercise of any Options.
Cessation of employment	If a participant leaves the employment of the Company or any subsidiary for whatever reason, the participant’s Options that have reached their Vesting Date, together with any other Options as may be nominated at the discretion of the Board, may be exercised within a maximum period of 90 days from such termination (following which they will lapse) and the participant’s other Options will lapse immediately, subject to overall Board discretion.
Change of control	The Board has the discretion to accelerate vesting of Options in the event of certain types of change of control transactions involving the Company.

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Term	Meaning
Restrictions	Without the prior approval of the Board, Options may not be sold, transferred, encumbered or otherwise dealt with. The Board may cancel any Option which becomes subject to a breach by a participant.
Amendments	To the extent permitted by all applicable laws, the Board retains the discretion to vary the terms and conditions of a participant’s participation in the Plan with the agreement of the participant, and may amend the Plan if the Board considers that the interests of participants affected are not materially prejudiced.

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DIRECTORY

Issuer

Aroa Biosurgery Limited 64 Richard Pearse Drive Mangere Auckland 2022 New Zealand www.aroabio.com/us/investors

Joint Company Secretaries

James Agnew, Chief Financial Officer and Joint Company Secretary Tracy Weimar, Joint Company Secretary (+61 3 9692 7222)

Investor relations

Simon Hinsley shinsley@aroabio.com +61 401 809 653

Media

New Zealand Piet De Jong piet.dejong@baldwinboyle.com +64 21 812 766 Australia Matthew Wright matt@nwrcomminications.com.au +61 451 896 420

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All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 1pm (NZST) / 11am (AEST) on Monday 8[th] August 2022.

 TO VOTE ONLINE

STEP 1: VISIT https://www.votingonline.com.au/arxagm2022 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

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BY SMARTPHONE

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Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, being by 1pm (NZST)/ 11am (AEST) on Monday 8th August 2022. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/arxagm2022  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 12, 225 George Street, Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration . In light of the evolving Covid-19 situation, please consult www.aroabio.com/us/investors prior to the meeting to confirm that physical attendance is still available.

Aroa Biosurgery Limited ARBN 638 867 473

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Aroa Biosurgery Limited ARBN 638 867 473 ( Company ) and entitled to attend and vote at the Annual General Meeting ( Meeting ) hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held as a hybrid meeting simultaneously via https://us02web.zoom.us/webinar/register/WN_Akzo_HtXTyGov-u_UfQiMA and at the offices of the Company, 64 Richard Pearse Drive, Mangere, Auckland on Wednesday, 10 August 2022 at 1pm (NZST), being 11am AEST , and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

	STEP 2 VOTING DIRECTIONS	STEP 2 VOTING DIRECTIONS
	* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculatingthe required majorityif apoll is called.
	Resolution 1 Retirement by rotation and re-election of Mr. James McLean as Director For Against Abstain Resolution 2 Retirement by rotation and re-election of Mr. Steven Engle as Director Resolution 3 Auditor’s Remuneration Resolution 4 Grant of share options to Mr. James McLean Resolution 5 Grant of share options to Mr. Steven Engle Resolution 6 Grant of share options to Mr. Philip McCaw Resolution 7 Grant of share options to Mr. John Pinion Resolution 8 Grant of share options to Mr. John Diddams Resolution 9 Grant of 2022 LTI share options to Mr. Brian Ward Resolution 10 Grant of 2023 LTI share options to Mr. Brian Ward

For Against Abstain*

STEP 3 SIGNATURE OF SECURITYHOLDERS This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director / Company Secretary
Contact Name……………………………………………....	Contact Daytime Telephone………………………................................ Date / / 2022