Exhibit 2.1

Scheme Implementation Deed

Anteris Technologies Ltd

Anteris Technologies Global Corp.

Jones Day

Riverside Centre, Level 31

123 Eagle Street

Brisbane QLD 4000, Australia

Tel: 61 7 3085 7000

Fax: 61 7 3085 7099

www.jonesday.com

Contents

Scheme Implementation Deed

It is agreed as follows.

The following definitions apply unless the context requires otherwise.

Adviser means, in relation to an entity, its legal, financial and other professional advisers, but excluding the Independent Expert.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the securities market which it operates.

ASX Listing Rules means the listing rules of ASX as amended from time to time (including as waived by ASX in relation to ATL or Holdco from time to time).

ASX Settlement means ASX Settlement Pty Ltd ABN 49 008 504 532.

ASX Settlement Rules means ASX Settlement Operating Rules of ASX Settlement.

ATL Director means a director of ATL.

ATL Group means ATL and each of its Subsidiaries.

ATL Share means a fully paid ordinary share issued in the capital of ATL.

ATL Shareholder means each person who is registered in the Share Register as a holder of ATL Shares.

ATO means the Australian Taxation Office.

ATO Class Ruling means the class ruling that ATL has sought from the ATO to the effect that:

Business Day means a business day as defined in the ASX Listing Rules and, to the extent any action must be taken in relation to Nasdaq, a day on which Nasdaq is operating.

CDI means a CHESS depositary interest, being a unit of beneficial ownership in a Holdco Share that is registered in the name of CDN, in accordance with the ASX Settlement Rules.

CDN means CHESS Depositary Nominees Pty Ltd ACN 071 346 506.

CHESS means the clearing house electronic sub-register system of security transfers operated by ASX Settlement.

Change of Control Requirements has the meaning given to that term in clause ‎8.2(a).

Claim means a demand, claim, action or proceeding, however arising and whether present, unascertained, immediate, future or contingent, including any claim for specific performance.

Conditions Precedent means the conditions precedent to the Share Scheme set out in clause ‎3.1 and the conditions precedent to the Option Scheme set out in clause ‎3.2.

Condition Subsequent has the meaning given to that term in clause ‎4.1.

Condition Subsequent End Date means 20 December 2024.

Corporations Act means the Corporations Act 2001 (Cth).

Court means a court of competent jurisdiction under the Corporations Act as agreed between the parties.

Depositary Nominee has the meaning given to it in the ASX Settlement Rules.

Effective, when used in relation to a Scheme, means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to a Scheme, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means, when used in relation to a Scheme, the date on which the Scheme becomes Effective.

Employee Optionholder means an Option Scheme Participant who was issued or granted their ATL Options under ATL’s employee incentive plan.

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement, “security interest” as defined in sections 12(1) or 12(2) of the Personal Property Securities Act 2009 (Cth), right of first refusal, preemptive right, any similar restriction, or any agreement to create any of them or allow them to exist.

End Date means 5.00 pm on 29 November 2024 or such other date and time agreed in writing between the parties.

First Court Date means the date of the hearing by the Court of the application to order the convening of the Scheme Meetings under section 411(1) of the Corporations Act.

Holdco CDI means a CDI representing a beneficial interest in one Holdco Share.

Holdco CDI Register means the register of Holdco CDI holders maintained by or on behalf of Holdco.

Holdco Information means the information regarding Holdco as is required to be included in the Scheme Booklet under all applicable laws, including the Corporations Act, applicable ASIC guidance and policies and the ASX Listing Rules. Holdco Information does not include information about the ATL Group (except to the extent it relates to any statement of intention relating to the ATL Group following the Effective Date).

Holdco IPO means an initial public offering of Holdco Shares which, once completed, will result in Holdco’s Registration Statement on Form S-1 being declared effective by the SEC and Holdco satisfying the initial listing requirements of Nasdaq.

Holdco Option means an option to acquire a Holdco Share, on the terms set out in clause ‎6.4.

Holdco Share means a share of voting common stock in Holdco.

Holdco Share Register means the register of Holdco Shareholders maintained by or on behalf of Holdco in accordance with the Delaware General Corporation Law.

Implementation Date means the date which is two Business Days after the completion of pricing of the Holdco IPO, or such other date as is agreed by the parties.

Independent Expert means BDO Corporate Finance Ltd.

Independent Expert’s Report means the report from the Independent Expert for inclusion in the Scheme Booklet, including any update or supplementary report, stating whether or not in the Independent Expert’s opinion the Share Scheme is in the best interests of ATL Shareholders and the Option Scheme is in the best interests of ATL Optionholders.

Ineligible Foreign Shareholder means a Share Scheme Participant whose address, as shown in the Share Register as at the Record Date, is in a place outside Australia, the United States of America, New Zealand, Israel, Hong Kong, Singapore and the United Kingdom, unless ATL and Holdco are satisfied, acting reasonably, that the laws of that place permit the offer and issue of Holdco Shares or Holdco CDIs (as applicable) to that Share Scheme Participant and, in ATL and Holdco’s discretion, is not unduly onerous or impracticable for Holdco and ATL.

A person is Insolvent if:

Legacy Holdco Employee Incentive Plan means the Legacy Anteris Technologies Global Corp. Employee Incentive Plan, to be adopted by Holdco prior to the Option Scheme Meeting.

Nasdaq means Nasdaq, Inc. or the Nasdaq Global Market, as the context requires.

Non-electing Small Shareholder means a Small Shareholder who has not provided ATL’s share registry with an Opt-In Notice in accordance with the terms of the Share Scheme.

Opt-In Notice means a notice by a Small Shareholder requesting to receive the Share Scheme Consideration as HoldCo CDIs.

Officer means, in relation to an entity, its directors and officers and employees.

Option Register means the register of holders of ATL Options maintained by or on behalf of ATL.

Option Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act under which all ATL Options held by the Option Scheme Participants will be cancelled and Holdco will issue new Holdco Options, substantially in the form of ‎Annexure B together with any amendment or modification made pursuant to section 411(6) of the Corporations Act.

Option Scheme Consideration means the consideration payable by Holdco for the cancellation of the Scheme Options to Holdco, being, one Holdco Option for every one ATL Option held by the Option Scheme Participant.

Option Scheme Deed Poll means the deed poll to be executed by Holdco substantially in the form of ‎Annexure D under which Holdco covenants in favour of ATL Optionholders to perform its obligations under this document and the Option Scheme.

Option Scheme Meeting means the meeting to be convened by the Court at which ATL Optionholders will vote on the Option Scheme.

Option Scheme Participant means each person who is an ATL Optionholder as at the Record Date.

Record Date means 7.00 pm (AEDT) on the date which is two Business Days after the Effective Date, or such other date and time agreed in writing between the parties.

Regulatory Authority includes, in any jurisdiction:

and includes ASX, ASIC, SEC, Nasdaq and the Takeovers Panel.

Related Body Corporate has the meaning given in section 50 of the Corporations Act.

Representative means, in relation to an entity:

Sale Agent means the person appointed by ATL to sell the Holdco Shares and Holdco CDIs that are attributable to Ineligible Foreign Shareholders, Non-electing Small Shareholders as part of their Share Scheme Consideration under the terms of the Share Scheme.

Scheme Booklet means, in respect of the Schemes, the information booklet to be approved by the Court and despatched to ATL Shareholders and ATL Optionholders which includes the Share Scheme, the Option Scheme, explanatory statements complying with the requirements of the Corporations Act and notices of meeting and proxy forms.

Scheme Meetings means the Share Scheme Meeting and the Option Scheme Meeting.

Scheme Option means an ATL Option as at the Record Date.

Schemes means the Share Scheme and the Option Scheme.

Scheme Share means an ATL Share as at the Record Date.

SEC means the United States Securities and Exchange Commission.

Second Court Date means the first day on which the Court hears the application to approve the Schemes under section 411(4)(b) of the Corporations Act, or if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard.

Share Elected Scheme Participant means each Share Scheme Participant (other than an Ineligible Foreign Shareholder) who has made a valid Share Election.

Share Election means a valid election for Holdco Shares by a Share Scheme Participant pursuant to the terms of the Share Scheme.

Share Register means the register of holders of ATL Shares maintained by or on behalf of ATL.

Share Sale Facility means the facility to be established by ATL and managed by the Sale Agent under which the Holdco CDIs which otherwise would be received by Ineligible Foreign Shareholders and Non-electing Small Shareholders will be sold in accordance with the Share Scheme and the agreement to be entered into between ATL and the Sale Agent in relation to the Share Sale Facility.

Share Sale Facility Proceeds means the net cash proceeds from the sale of Holdco CDIs sold through the Share Sale Facility, after deducting brokerage and other costs of sale and any taxes which may be required to be withheld under applicable laws.

Share Scheme means the scheme of arrangement under Part 5.1 of the Corporations Act under which all ATL Shares held by the Share Scheme Participants will be transferred to Holdco, substantially in the form of ‎Annexure A together with any amendment or modification made pursuant to section 411(6) of the Corporations Act.

Share Scheme Consideration means the consideration payable by Holdco for the transfer of Scheme Shares to Holdco, being:

Share Scheme Deed Poll means the deed poll to be executed by Holdco substantially in the form of ‎Annexure C under which Holdco covenants in favour of ATL Shareholders to perform its obligations under this document and the Share Scheme.

Share Scheme Meeting means the meeting to be convened by the Court at which ATL Shareholders will vote on the Share Scheme.

Share Scheme Participant means each person who is an ATL Shareholder as at the Record Date.

Small Shareholder means a Share Scheme Participant (other than an Ineligible Foreign Shareholder) who holds equal to or less than 35 Scheme Shares as at the Record Date.

Subsidiary has the meaning given to that term in the Corporations Act.

In this document, the following rules of interpretation apply unless the context requires otherwise:

The parties agree to implement the Schemes on the terms and conditions of this document.

Subject to this clause ‎3, the Share Scheme will not become Effective, and the obligations of Holdco under clause ‎5.3 are not binding, until each of the following Conditions Precedent are satisfied or waived to the extent and in the manner set out in this clause ‎3.

Subject to this clause ‎3, the Option Scheme will not become Effective, and the obligations of Holdco under clause ‎6.3 are not binding, until each of the following Conditions Precedent are satisfied or waived to the extent and in the manner set out in this clause ‎3.

Each party agrees to use reasonable endeavours to procure that:

Each party must:

If:

the parties must consult in good faith with a view to determine whether:

in each case before 8.00 am on the Second Court Date.

Each party agrees to use its reasonable endeavours to procure that:

The Condition Subsequent cannot be waived.

ATL must propose a scheme of arrangement under which:

Subject to and in accordance with this document and the Share Scheme, each Share Scheme Participant is entitled to receive the Share Scheme Consideration in respect of each Scheme Share held by that Share Scheme Participant.

Subject to this document and the Share Scheme, Holdco undertakes to ATL (in its own right and separately as trustee or nominee of each Share Scheme Participant) that, in consideration of the transfer to Holdco of each ATL Share held by a Share Scheme Participant, Holdco will, on the Implementation Date:

The obligation to issue Holdco Shares under clause ‎5.3 will be satisfied by Holdco, on the Implementation Date, procuring the entry into its register of stockholders the name of each person who is to receive Holdco Shares.

Holdco undertakes to ATL (in its own right and separately as trustee or nominee of each Share Scheme Participant) that:

ATL must propose a scheme of arrangement under which:

Subject to and in accordance with this document and the Option Scheme, each Option Scheme Participant is entitled to receive the Option Scheme Consideration in respect of each Scheme Option held by that Option Scheme Participant.

Subject to this document and the Option Scheme, Holdco undertakes to ATL (in its own right and separately as trustee or nominee of each Option Scheme Participant) that, in consideration of the Option Scheme Participants agreeing to cancel their respective ATL Options under the terms of the Option Scheme, Holdco will, on the Implementation Date, provide the Option Scheme Consideration in accordance with the Option Scheme.

Each Holdco Option issued as Option Scheme Consideration in accordance with the Option Scheme and the Option Scheme Deed Poll will:

In the event the Option Scheme Participants are eligible for scrip for scrip roll-over relief, Holdco acknowledges it has not made, and will not make, a choice under subsection 124.795(4) of the Income Tax Assessment Act 1997 (Cth).

ATL and Holdco must each:

to produce the Scheme Booklet and implement the Schemes as soon as reasonably practicable and in accordance with the timetable agreed between the parties.

ATL must take all reasonable steps to implement the Schemes on a basis consistent with this document and as soon as reasonably practicable, and in particular must:

and make equivalent statements in the Scheme Booklet, in each case in the absence of:

or, in each case, such other dates as the parties may agree, acting reasonably, following consultation with ASX and not do anything to cause any of these things to happen before the time specified in this clause ‎7.2(p);

Holdco must take all reasonable steps to assist ATL to implement the Schemes on a basis consistent with this document and as soon as reasonably practicable, and in particular must:

The responsibility statement to appear in the Scheme Booklet, in a form to be agreed by the parties, will contain words to the effect of:

Each party must undertake appropriate verification processes for the information supplied by that party in the Scheme Booklet.

Clause ‎7.2(a) is qualified to the extent that, after first obtaining written advice from independent senior counsel, an ATL Director reasonably determines that he or she should not provide or continue to maintain any recommendation because that ATL Director has an interest in the Schemes that renders it inappropriate for him or her to maintain any such recommendation.

ATL must, and must ensure that its Subsidiaries, conduct their businesses in the ordinary and proper course of business.

As soon as practicable after the date of this document, the parties must:

ATL represents and warrants to Holdco at the date of this document and on each subsequent day until and including 8:00 am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:

it has in full force and effect each authorisation necessary for it to enter into this document, to comply with its obligations and exercise its rights under it, and to allow them to be enforced;

Holdco represents and warrants to ATL at the date of this document and on each subsequent day until and including 8:00 am on the Second Court Date (except that where any statement is expressed to be made only at a particular date it is given only at that date) that:

Each representation and warranty in clauses ‎9.1 and ‎9.2:

Without prejudice to any other rights of termination under this document, either party may terminate this document by giving the other party written notice at any time before 8.00 am on the Second Court Date if:

This document is terminable if agreed to in writing by Holdco and ATL.

Subject to clause ‎11.2, each party must bear its own costs and expenses (including professional fees and stamp duty) incurred by it in connection with the negotiation, preparation and execution of this document and the implementation or attempted implementation of the Schemes.

Holdco must pay all stamp duty and any related fines or penalties in respect of this document, the Share Scheme Deed Poll, the Option Scheme Deed Poll, the acquisition of the Scheme Shares in accordance with the Share Scheme and the cancellation of the Scheme Options in accordance with the Option Scheme, and indemnify ATL against any liability arising from failure to comply with this clause ‎11.2.

For the purposes of this clause:

Unless this document expressly states otherwise, all consideration to be provided under this document is exclusive of GST.

If an adjustment event arises for a supply made in connection with this document, the GST Amount must be recalculated to reflect that adjustment. The supplier or the recipient (as the case may be) agrees to make any payments necessary to reflect the adjustment and the supplier agrees to issue an adjustment note.

Any payment, indemnity, reimbursement or similar obligation that is required to be made in connection with this document which is calculated by reference to an amount paid by another party must be reduced by the amount of any input tax credits which the other party (or the representative member of any GST group of which the other party is a member) is entitled. If the reduced payment is consideration for a taxable supply, clause ‎12.3 will apply to the reduced payment.

Any notice, demand, consent, waiver, approval or other communication (a Notice) given or made under or in connection with this document:

A Notice will be effective upon receipt and will be taken to be received:

but if the result is that a Notice is received or taken to be received outside the period between 9.00 am and 5.00 pm on a Business Day in the place of the addressee’s postal address for Notices, then the Notice will be taken to be received at 9.00 am on the following Business Day in that place.

This document can only be amended or replaced by another document signed by or on behalf of each of the parties.

A party may not assign, encumber, declare a trust over or otherwise deal with its rights or obligations under this document, or attempt or purport to do so, without the prior written consent of each other party.

Each party must do, and procure that its employees and agents promptly do, all things necessary, including executing agreements and documents, to give full effect to this document and the transactions contemplated by it.

Any provision of this document which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this document nor affect the validity or enforceability of that provision in any other jurisdiction.

To the extent permitted by law, in relation to the subject matter of this document, this document:

The rights and obligations of the parties do not merge on completion of any transaction contemplated under this document. They survive the execution and delivery of any assignment or other document entered into to implement any transaction contemplated under this document.

The indemnities in this document are continuing obligations, independent from the other obligations of the parties under this document and continue after this document ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this document.

This document may be executed in any number of counterparts including by email or facsimile. All counterparts together will be taken to constitute one instrument. This document may be executed electronically.

Signing page

Executed as a deed.

Signed, sealed and delivered by Anteris Technologies Global Corp. by an authorised officer:
/s/ Wayne Paterson
Signature
Wayne Paterson
Name
Director
Position

Annexure A – Share Scheme of Arrangement

Share Scheme of Arrangement

Anteris Technologies Ltd

The holders of fully paid ordinary shares in Anteris Technologies Ltd as at the Record Date

Jones Day

Riverside Centre, Level 31

123 Eagle Street

Brisbane QLD 4000, Australia

Tel: 61 7 3085 7000

Fax: 61 7 3085 7099

www.jonesday.com

Contents

Share Scheme of Arrangement

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth).

Details

In this document, unless the context requires otherwise:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the securities market which it operates.

ASX Listing Rules means the listing rules of ASX as amended from time to time (including as waived by ASX in relation to ATL or Holdco from time to time).

ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).

ASX Settlement Rules means the ASX Settlement Operating Rules of ASX Settlement.

ATL Share means a fully paid ordinary share issued in the capital of ATL.

ATL Shareholder means each person who is registered in the Share Register as a holder of ATL Shares.

Business Day means a business day as defined in the Listing Rules and, to the extent any action must be taken in relation to Nasdaq, a day on which Nasdaq is operating.

CDI means a CHESS depositary interest, being a unit of beneficial ownership in a Holdco Share that is registered in the name of CDN in accordance with the ASX Settlement Rules.

CDN means CHESS Depositary Nominees Pty Ltd ACN 071 346 506.

CHESS means the Clearing House Electronic Subregister System of share transfers operated by ASX Settlement.

Condition Subsequent has the meaning given in clause ‎3.3(a) of this Scheme.

Condition Subsequent End Date means 20 December 2024, or such other date agreed between ATL and Holdco.

Corporations Act means the Corporations Act 2001 (Cth).

Court means a court of competent jurisdiction under the Corporations Act, as agreed between ATL and Holdco.

Depositary Nominee has the meaning given in the ASX Settlement Rules.

Effective, when used in relation to this Scheme, means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to this Scheme, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date on which this Scheme becomes Effective.

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement, “security interest” as defined in sections 12(1) or 12(2) of the Personal Property Securities Act 2009 (Cth), right of first refusal, preemptive right, any similar restriction, or any agreement to create any of them or allow them to exist.

End Date means 5.00 pm on 29 November 2024 or such other date and time agreed between ATL and Holdco.

Holdco means Anteris Technologies Global Corp.

Holdco CDI means a CDI representing a beneficial interest in one Holdco Share.

Holdco CDI Register means the register of Holdco CDI holders maintained by or on behalf of Holdco.

Holdco IPO means an initial public offering of Holdco Shares which, once completed, will result in Holdco’s Registration Statement on Form S-1 being declared effective by the SEC and Holdco satisfying the initial listing requirements of Nasdaq.

Holdco Share means a share of voting common stock in Holdco.

Holdco Share Register means the register of Holdco Shareholders maintained by or on behalf of Holdco in accordance with the Delaware General Corporation Law.

Implementation means the implementation of this Scheme in accordance with its terms after this Scheme has become Effective and the Condition Subsequent has been satisfied.

Implementation Date means the date which is two Business Days after completion of the pricing of the Holdco IPO, or such other date as is agreed between ATL and Holdco.

Ineligible Foreign Shareholder means a Share Scheme Participant whose address, as shown in the Share Register as at the Record Date, is in a place outside Australia, the United States of America, New Zealand, Israel, Hong Kong, Singapore and the United Kingdom, unless Holdco is satisfied, acting reasonably, that the laws of that place permit the offer and issue of Holdco Shares or Holdco CDIs (as applicable) to that Share Scheme Participant and, in Holdco’s sole discretion, is not unduly onerous or impracticable for Holdco and ATL.

Nasdaq means Nasdaq, Inc. or the Nasdaq Global Market, as the context requires.

Non-electing Small Shareholder means a Small Shareholder who has not provided ATL’s share registry with a valid Opt-In Notice prior to the Opt-in Notice Cut-Off Time.

Opt-in Notice means a notice by a Small Shareholder requesting to receive the Share Scheme Consideration as Holdco CDIs.

Opt-in Notice Cut-Off Time means 5.00pm (AEDT) on the day which is two Business Days prior to the Record Date.

Record Date means 7.00 pm (AEDT) on the date which is two Business Days after the Effective Date, or such other date and time agreed in writing between the parties.

Sale Agent has the meaning given to that term in the Scheme Implementation Deed.

Scheme means this scheme of arrangement between ATL and the Share Scheme Participants under which all of the Scheme Shares will be transferred to Holdco under Part 5.1 of the Corporations Act as described in this Scheme, in consideration for the Share Scheme Consideration, subject to any amendments or conditions made or required by the Court pursuant to section 411(6) of the Corporations Act to the extent they are approved in writing by ATL and Holdco in accordance with clause ‎10.6.

Scheme Implementation Deed means the scheme implementation deed dated 13 August 2024 between ATL and Holdco.

Scheme Share means an ATL Share held by a Share Scheme Participant as at the Record Date.

SEC means the United States Securities and Exchange Commission.

Second Court Date means the first day on which the Court hears the application for the order pursuant to section 411(4)(b) of the Corporations Act approving this Scheme, or if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard.

Share Scheme Consideration means the consideration to be provided to Share Scheme Participants under the terms of this Scheme for the transfer to Holdco of their Scheme Shares, being:

Share Scheme Meeting means the meeting of ATL Shareholders ordered by the Court to be convened under section 411(1) of the Corporations Act in relation to this Scheme.

Share Elected Scheme Participant means each Share Scheme Participant (other than an Ineligible Foreign Shareholder) who has made a valid Share Election.

Share Election means a valid election to receive Holdco Shares by a Share Scheme Participant by the Share Scheme Participant providing a valid Share Election Notice to ATL’s share registry prior to the Share Election Notice Cut-Off Time.

Share Election Notice means a notice by a Share Scheme Participant (other than an Ineligible Foreign Shareholder) requesting to receive the Share Scheme Consideration as Holdco Shares.

Share Election Notice Cut-Off Time means 5:00pm (AEDT) on the day which is two Business Days prior to the Record Date.

Share Sale Facility has the meaning given to that term in the Scheme Implementation Deed.

Share Sale Facility Proceeds has the meaning given to that term in the Scheme Implementation Deed.

Share Scheme Deed Poll means the deed poll executed by Holdco substantially in the form of Annexure C of the Scheme Implementation Deed or as otherwise agreed by ATL and Holdco under which Holdco covenants in favour of each Share Scheme Participant to perform its obligations under this Scheme.

Share Register means the register of holders of ATL Shares maintained by or on behalf of ATL.

Small Shareholder means a Share Scheme Participant (other than an Ineligible Foreign Shareholder) who holds equal to or less than 35 Scheme Shares as at the Record Date.

In this document:

Holdco is a corporation formed under the laws of Delaware, United States of America. Its principal executive office is at 860 Blue Gentian Road, Suite 340, Eagan, Minnesota 55121.

If this Scheme becomes Effective and the Condition Subsequent is satisfied:

ATL and Holdco have entered into the Scheme Implementation Deed which sets out the terms on which ATL and Holdco have agreed to implement this Scheme.

This Scheme is conditional on, and will have no force or effect until, the satisfaction of each of the following conditions precedent:

and clauses ‎5, ‎6, ‎7 and ‎8 will not come into effect unless and until each of these conditions precedent has been satisfied.

Subject to clause ‎4.2, this Scheme will come into effect pursuant to section 411(10) of the Corporations Act on and from the Effective Date.

This Scheme will lapse and have no further force or effect if:

If the conditions precedent set out in clause ‎3.1 (other than the condition precedent in clause ‎3.1(d)) are satisfied, ATL must lodge with ASIC in accordance with section 411(10) of the Corporations Act an office copy of the Court order approving this Scheme as soon as possible, and in any event by no later than 5.00pm on the first Business Day after the day on which the Court approves this Scheme or such later time as ATL and Holdco agree in writing.

The obligation to issue Holdco Shares under clause ‎‎6.1 will be satisfied by Holdco, on the Implementation Date, procuring the entry into the Holdco Share Register the name of each person who is to receive Holdco Shares.

Holdco undertakes to ATL (in its own right and separately as trustee or nominee of each Share Scheme Participant) that:

Each Share Scheme Participant who will be issued Holdco Shares or Holdco CDIs under this Scheme agrees:

In the case of Scheme Shares held in joint names:

ATL must register any registrable transfers or transmission applications of the kind referred to in clause ‎7.1(b) by the Record Date.

For the purpose of determining entitlements to the Share Scheme Consideration, ATL will, until the Share Scheme Consideration has been issued to Share Scheme Participants, maintain or procure the maintenance of the Share Register in accordance with this clause ‎7. The Share Register in this form will solely determine entitlements to the Share Scheme Consideration.

As soon as reasonably practicable after the Record Date and in any event at least two Business Days before the Implementation Date, ATL will give to Holdco or as it directs or procure that Holdco be given or as it directs, details of the name, address and number of Scheme Shares held by each Share Scheme Participant as shown in the Share Register at the Record Date in the form Holdco reasonably requires.

To the maximum extent permitted by law, all instructions, notifications or elections by a Share Scheme Participant to ATL that are binding or deemed binding between the Share Scheme Participant and ATL relating to ATL or ATL Shares, including instructions, notifications or elections relating to:

will be deemed from the Implementation Date (except to the extent determined otherwise by Holdco in its sole discretion), by reason of this Scheme, to be made by the Share Scheme Participant to Holdco and to be a binding instruction, notification or election to, and accepted by, Holdco until that instruction, notification or election is revoked or amended in writing addressed to Holdco at its registry.

Subject to provision of the Share Scheme Consideration contemplated in clause ‎6.1, each Share Scheme Participant agrees to:

Each Share Scheme Participant is deemed to have warranted to ATL, and is deemed to have authorised ATL to warrant to Holdco as agent and attorney for the Share Scheme Participant, that:

On and from the Implementation Date, subject to provision of the Share Scheme Consideration contemplated in clause ‎6.1, pending registration by ATL of Holdco in the Share Register as the holder of the Scheme Shares, Holdco will be beneficially entitled to the Scheme Shares.

If the Court proposes to approve this Scheme subject to any alterations or conditions under section 411(6) of the Corporations Act, ATL may, by its counsel or solicitors, and with the consent of Holdco, consent to those alterations or conditions on behalf of all persons concerned, including, for the avoidance of doubt, all Share Scheme Participants.

This Scheme binds ATL and all Share Scheme Participants (including those who do not attend the Share Scheme Meeting, do not vote at the meeting or vote against this Scheme) and, to the extent of any inconsistency and to the extent permitted by law, overrides the constitution of ATL.

Neither ATL nor Holdco, nor any of their respective officers or agents, will be liable to an ATL Shareholder for anything done or omitted to be done in the performance of this Scheme in good faith.

Each party must, at its own expense, whenever requested by the other party, promptly do or, to the extent reasonably practicable, arrange for others to do everything, including executing any documents, reasonably necessary to give full effect to this Scheme and the transactions contemplated by this Scheme.

This Scheme is governed by the laws of Queensland, Australia. Each party irrevocably and unconditionally:

Annexure B – Option Scheme of Arrangement

Option Scheme of Arrangement

Anteris Technologies Ltd

The holders of options to acquire fully paid ordinary shares in Anteris Technologies Ltd as at the Record Date

Jones Day

Riverside Centre, Level 31

123 Eagle Street

Brisbane QLD 4000, Australia

Tel: 61 7 3085 7000

Fax: 61 7 3085 7099

www.jonesday.com

Contents

Option Scheme of Arrangement

This scheme of arrangement is made under section 411 of the Corporations Act 2001 (Cth).

Details

In this document, unless the context requires otherwise:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or, where the context requires, the securities market which it operates.

ASX Listing Rules means the listing rules of ASX as amended from time to time (including as waived by ASX in relation to ATL or Holdco from time to time).

ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).

ASX Settlement Rules means the ASX Settlement Operating Rules of ASX Settlement.

ATL Option means an option to acquire an ATL Share.

ATL Optionholder means each person who is registered in the Option Register as a holder of ATL Options.

ATL Share means a fully paid ordinary share issued in the capital of ATL.

Business Day means a business day as defined in the ASX Listing Rules and, to the extent any action must be taken in relation to Nasdaq, a day on which Nasdaq is operating.

CDI means a CHESS depositary interest, being a unit of beneficial ownership in a Holdco Share that is registered in the name of CDN, or beneficial ownership is held by CDN, in accordance with the ASX Settlement Rules.

CDN means CHESS Depositary Nominees Pty Ltd ACN 071 346 506.

CHESS means the Clearing House Electronic Subregister System of share transfers operated by ASX Settlement.

Condition Subsequent has the meaning given in clause ‎3.3(a) of this Scheme.

Condition Subsequent End Date means 20 December 2024, or such other date agreed between ATL and Holdco.

Corporations Act means the Corporations Act 2001 (Cth).

Court means a court of competent jurisdiction under the Corporations Act, as agreed between ATL and Holdco.

Effective, when used in relation to this Scheme, means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) of the Corporations Act in relation to this Scheme, but in any event at no time before an office copy of the order of the Court is lodged with ASIC.

Effective Date means the date on which this Scheme becomes Effective.

Employee Optionholder means an Option Scheme Participant who was issued or granted their ATL Options under ATL’s employee incentive plan.

Encumbrance means any security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement, “security interest” as defined in sections 12(1) or 12(2) of the Personal Property Securities Act 2009 (Cth), right of first refusal, preemptive right, any similar restriction, or any agreement to create any of them or allow them to exist.

End Date means 5.00 pm on 29 November 2024 or such other date and time agreed between ATL and Holdco.

Holdco means Anteris Technologies Global Corp.

Holdco CDI means a CDI representing a beneficial interest in one Holdco Share.

Holdco IPO means an initial public offering of Holdco Shares which, once completed, will result in Holdco’s Registration Statement on Form S-1 being declared effective by the SEC and Holdco satisfying the initial listing requirements of Nasdaq.

Holdco Share means a share of voting common stock in Holdco.

Holdco Option means an option to acquire a Holdco Share (including in the form of Holdco CDIs).

Holdco Option Register means the register of Holdco Optionholders maintained by or on behalf of Holdco in accordance with the Delaware General Corporation Law.

Implementation means the implementation of this Scheme in accordance with its terms after this Scheme has become Effective and the Condition Subsequent has been satisfied.

Implementation Date means the date which is two Business Days after completion of pricing of the Holdco IPO, or such other date as is agreed between ATL and Holdco.

Legacy Holdco Employee Incentive Plan means the Legacy Anteris Technologies Global Corp. Employee Incentive Plan, to be adopted by Holdco prior to the Option Scheme Meeting.

Nasdaq means Nasdaq, Inc. or the Nasdaq Global Market, as the context requires.

Option Register means the register of holders of ATL Options maintained by or on behalf of ATL.

Option Scheme Consideration means the consideration to be provided to Option Scheme Participants under the terms of this Scheme for the cancellation of their Scheme Options, being one Holdco Option for every one Scheme Option.

Option Scheme Deed Poll means the deed poll executed by Holdco substantially in the form of Annexure D of the Scheme Implementation Deed or as otherwise agreed by ATL and Holdco under which Holdco covenants in favour of each Option Scheme Participant to perform its obligations under this Scheme.

Option Scheme Meeting means the meeting of ATL Optionholders ordered by the Court to be convened under section 411(1) of the Corporations Act in relation to this Scheme.

Record Date means 7.00 pm (AEDT) on the date which is two Business Days after the Effective Date, or such other date and time agreed in writing between ATL and Holdco.

Scheme means this scheme of arrangement between ATL and the Option Scheme Participants under which all of the Scheme Options will be cancelled under Part 5.1 of the Corporations Act as described in this Scheme, in consideration for Holdco issuing the Option Scheme Consideration, subject to any amendments or conditions made or required by the Court pursuant to section 411(6) of the Corporations Act to the extent they are approved in writing by ATL and Holdco in accordance with clause ‎9.4.

Scheme Implementation Deed means the scheme implementation deed dated 13 August 2024 between ATL and Holdco.

Scheme Option means an ATL Option held by an Option Scheme Participant as at the Record Date.

SEC means the United States Securities and Exchange Commission.

Second Court Date means the first day on which the Court hears the application for the order pursuant to section 411(4)(b) of the Corporations Act approving this Scheme, or if the application is adjourned or subject to appeal for any reason, the first day on which the adjourned or appealed application is heard.

Share Scheme has the meaning given in the Scheme Implementation Deed.

In this document:

Holdco is a corporation formed under the laws of Delaware, United States of America. Its principal executive office is at 860 Blue Gentian Road, Suite 340, Eagan, Minnesota 55121.

If this Scheme becomes Effective and the Condition Subsequent is satisfied:

ATL and Holdco have entered into the Scheme Implementation Deed which sets out the terms on which ATL and Holdco have agreed to implement this Scheme.

This Scheme is conditional on, and will have no force or effect until, the satisfaction of each of the following conditions precedent:

and clauses ‎5, ‎6 and ‎7 will not come into effect unless and until each of these conditions precedent has been satisfied.

Subject to clause ‎4.2, this Scheme will come into effect pursuant to section 411(10) of the Corporations Act on and from the Effective Date.

This Scheme will lapse and have no further force or effect if:

If the conditions precedent set out in clause ‎3.1 (other than the condition precedent in clauses ‎3.1(e) and ‎3.1(f)) are satisfied, ATL must lodge with ASIC in accordance with section 411(10) of the Corporations Act an office copy of the Court order approving this Scheme as soon as possible, and in any event by no later than 5.00pm on the first Business Day after the day on which the Court approves this Scheme or such later time as ATL and Holdco agree in writing.

Subject to this Scheme becoming Effective, the Condition Subsequent being satisfied and the provision of the Option Scheme Consideration in accordance with clause ‎6.1, on the Implementation Date the Scheme Options, together with all rights and entitlements attaching to them as at the Implementation Date, will be cancelled without the need for any further act by any Option Scheme Participant, and ATL must update the Option Register accordingly.

The obligation to issue Holdco Options under clause ‎‎6.1 will be satisfied by Holdco, on the Implementation Date, procuring the entry into the Holdco Option Register the name of each person who is to receive Holdco Options.

Each Holdco Option will:

Each Option Scheme Participant who will be issued Holdco Options under this Scheme agrees:

In the case of Scheme Options held in joint names:

For the purpose of determining entitlements to the Option Scheme Consideration, ATL will, until the Option Scheme Consideration has been issued to Option Scheme Participants, maintain or procure the maintenance of the Option Register in accordance with this clause ‎7. The Option Register in this form will solely determine entitlements to the Option Scheme Consideration.

As soon as reasonably practicable after the Record Date and in any event at least two Business Days before the Implementation Date, ATL will give to Holdco or as it directs or procure that Holdco be given or as it directs, details of the name, address and number of Scheme Options held by each Option Scheme Participant as shown in the Option Register at the Record Date in the form Holdco reasonably requires.

To the maximum extent permitted by law, all instructions, notifications or elections by an Option Scheme Participant to ATL that are binding or deemed binding between the Option Scheme Participant and ATL relating to ATL or ATL Options, including instructions, notifications or elections relating to notices or other communications from ATL (including by email), will be deemed from the Implementation Date (except to the extent determined otherwise by Holdco in its sole discretion), by reason of this Scheme, to be made by the Option Scheme Participant to Holdco and to be a binding instruction, notification or election to, and accepted by, Holdco until that instruction, notification or election is revoked or amended in writing addressed to Holdco at its registry.

Subject to provision of the Option Scheme Consideration contemplated in clause ‎6.1, each Option Scheme Participant agrees to:

Each Option Scheme Participant is deemed to have warranted to ATL, and is deemed to have authorised ATL to warrant to Holdco as agent and attorney for the Option Scheme Participant, that:

If the Court proposes to approve this Scheme subject to any alterations or conditions under section 411(6) of the Corporations Act, ATL may, by its counsel or solicitors, and with the consent of Holdco, consent to those alterations or conditions on behalf of all persons concerned, including, for the avoidance of doubt, all Option Scheme Participants.

This Scheme binds ATL and all Option Scheme Participants (including those who do not attend the Option Scheme Meeting, do not vote at the meeting or vote against this Scheme) and, to the extent of any inconsistency and to the extent permitted by law, overrides the constitution of ATL.

Neither ATL nor Holdco, nor any of their respective officers or agents, will be liable to an ATL Optionholder for anything done or omitted to be done in the performance of this Scheme in good faith.

Each party must, at its own expense, whenever requested by the other party, promptly do or, to the extent reasonably practicable, arrange for others to do everything, including executing any documents, reasonably necessary to give full effect to this Scheme and the transactions contemplated by this Scheme.

Holdco will pay all stamp duty (if any) and any related fines, penalties and interest payable on the cancellation of the Scheme Options.

This Scheme is governed by the laws of Queensland, Australia. Each party irrevocably and unconditionally:

Annexure C – Share Scheme Deed Poll

Share Scheme Deed Poll

By Anteris Technologies Global Corp.

in favour of the holders of fully paid ordinary shares in Anteris Technologies Ltd as at the Record Date

Jones Day

Riverside Centre, Level 31

123 Eagle Street

Brisbane QLD 4000, Australia

Tel: 61 7 3085 7000

Fax: 61 7 3085 7099

www.jonesday.com

Contents

Share Scheme Deed Poll

Operative Provisions

Deed Poll means this deed poll.

Share Scheme means the scheme of arrangement between ATL and the Share Scheme Participants under which all of the Scheme Shares will be transferred to Holdco under Part 5.1 of the Corporations Act as described in the Share Scheme, in consideration for the Share Scheme Consideration, subject to any amendments or conditions made or required by the Court pursuant to section 411(6) of the Corporations Act to the extent they are approved in writing by ATL and Holdco in accordance with the Share Scheme.

Holdco acknowledges that:

Holdco’s obligations under clause ‎4 in relation to the Share Scheme are subject to the Share Scheme becoming Effective.

Holdco’s obligations under this Deed Poll will automatically terminate and the terms of this Deed Poll will have no further force or effect if:

If this Deed Poll is terminated under clause ‎3.2, then, in addition and without prejudice to any other rights, powers or remedies available:

Subject to clause ‎3, Holdco undertakes to each Share Scheme Participant:

subject to and in accordance with the provisions of the Share Scheme.

Holdco represents and warrants that: