Anteris Technologies (AVR) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for September 4, 2025, to be held virtually, with voting available online, by phone, or by mail prior to the meeting.

• Only stockholders of record as of August 11, 2025, are entitled to vote; CHESS Depositary Interest (CDI) holders may attend as guests and instruct their nominee to vote on their behalf.

• The meeting will address two main proposals: approval of an ASX waiver to allow issuance of new securities beyond the 15% limit without stockholder approval, and approval to adjourn the meeting if more votes are needed.

• The board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal One seeks approval for an ASX waiver from Listing Rule 7.1, enabling the company to issue new securities in excess of 15% of outstanding shares without prior stockholder approval for three years.

• Proposal Two requests authority to adjourn the meeting if necessary to solicit additional proxies for Proposal One.

• Both proposals are non-routine matters; brokers cannot vote uninstructed shares on these items.

• The board recommends a "FOR" vote on both proposals.

• Shareholder proposals for the 2025 annual meeting must comply with SEC and bylaw requirements and be submitted within specified timeframes.

Board of directors and corporate governance

• The board is responsible for soliciting proxies and making recommendations on voting matters.

• A list of stockholders entitled to vote will be available for inspection prior to and during the meeting.