Anteris Technologies (AVR) Proxy filing summary

Executive summary

• A special meeting of stockholders will be held virtually on September 4, 2025, to vote on two key proposals: approval of an ASX waiver and potential adjournment to solicit more proxies if needed.

• The ASX waiver would allow the company to issue new securities beyond the 15% limit set by ASX Listing Rule 7.1 without prior stockholder approval, increasing flexibility for capital raising.

• The board unanimously recommends voting in favor of both proposals, citing the need for greater financing flexibility to support clinical development and commercialization goals.

• Voting can be conducted online, by phone, or by mail, with specific procedures for holders of CHESS Depositary Interests (CDIs).

Voting matters and shareholder proposals

• Proposal One seeks approval for an ASX waiver to issue new securities in excess of the 15% limit without stockholder approval for three years, subject to Nasdaq and U.S. securities laws.

• Proposal Two allows adjournment of the meeting to solicit additional proxies if there are insufficient votes for Proposal One.

• Both proposals require specific voting thresholds: 75% of votes cast for the ASX waiver and a majority of shares present for adjournment.

• The board recommends voting "FOR" both proposals.

• Stockholder proposals for the 2025 annual meeting must comply with SEC and bylaw requirements.

Board of directors and corporate governance

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

• Proxy solicitation costs are covered by the company, and employees may assist without extra compensation.

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