UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

AVITA THERAPEUTICS,MEDICAL, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

To the Security Holders of

AVITA THERAPEUTICS,MEDICAL, INC.

Re: 20202021 Annual Meeting of Stockholders

Dear Security Holders:

You are cordially invited to attend AVITA Therapeutics,Medical, Inc.’s (the “Company”) 20202021 Annual Meeting of Stockholders which is being held on October     , 2020December 14, 2021 at 1:00 p.m. Pacific Standard Time (being , October     , 2020December 15, 2021 at 7:8:00am Australian Eastern Daylight Time). We are very pleased that thisThis year’s Annual Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting online by visiting http://www.meetingcenter.io/                    meetnow.global/MTJNRZR. Holders of the Company’s shares of common stock (“Common StockStock”) will be able to vote their shares electronically at the Annual Meeting and submit questions. Holders of the Company’s CHESS Depositary Interest holdersInterests (“CDIs”) will not be able to vote electronically at the Annual Meeting or submit questions, but will be able to attend as guests. Holders of CDIs can, however, direct CHESS Depositary Nominees Pty Ltd (“CDN”) to vote the Common Stock underlying their CDIs. Further details regarding how holders of Common Stock and CDIs can vote are set out in this Proxy Statement.

The formal noticeNotice of the meetingAnnual Meeting follows on the next page. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

All stockholders and holders of the Company’s CHESS Depositary Interests (“CDIs”)Common Stock and CDIs are invited to virtually attend the Annual Meeting and the Company hopes you will be able to virtually attend the meeting.attend. Whether or not you expect to virtually attend the Annual Meeting, you are urged to vote or submit your proxy card or CDI Voting Instruction Form as soon as possible after you have finished reading the Notice of Meeting and Proxy Statement so that your shares of common stock (“Common Stock”)Stock (or shares of Common Stock underlying your CDIs) can be voted at the Annual Meeting in accordance with your instructions.

You may vote your shares of Common Stock (or direct CHESS Depositary Nominees Pty Ltd (“CDN”)CDN to vote for you if you hold your shares of Common Stock in the form of CDIs) by following the instructions on the enclosed proxy card or CDI Voting Instruction Form (as applicable). If you hold your shares of Common Stock through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them as to how to vote your shares.

Some of our directors and officers will be available before and after the meeting to speak with you. At the meeting, our directors, officers and auditor will be available to answer your questions about our business affairs and the matters explained in the Notice of Meeting and Proxy Statement that follow.

Please vote, sign, and return the enclosed proxy card or CDI Voting Instruction Form (as applicable) as soon as possible, whether or not you plan to attend the Annual Meeting. Your vote is important.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER     , 2020DECEMBER 14, 2021 (PACIFIC STANDARD TIME) (BEING

OCTOBER     , 2020DECEMBER 15, 2021 (AUSTRALIAN EASTERN DAYLIGHT TIME (“AEDT”))

To the Stockholders of

AVITA THERAPEUTICS,MEDICAL, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of AVITA Therapeutics,Medical, Inc. (the “Company”), a Delaware corporation, will be held on , October     , 2020Tuesday, December 14, 2021 at 1:00 p.m. Pacific Standard Time (being , October     , 2020Wednesday, December 15, 2021 at 7:00am8:00 a.m. AEDT), via webcast at http://www.meetingcenter.io/                    ,meetnow.global/MTJNRZR, for the following purposes:

The Board of Directors has fixed 55:00 p.m. on September 10, 2020October 26, 2021 (Pacific Daylight Time) (being 1011:00 a.m. on September 11, 2020October 27, 2021 (AEDT)) as the record date for the meetingAnnual Meeting and only record holders of shares of the Company’s Common Stockcommon stock at that time will be entitled to notice of, and to vote at, the Annual Meeting of Stockholders or any adjournment or adjournments thereof and only holders of CDIs of the Company at that time will be entitled to notice of, and to attend, the Annual Meeting or any adjournment or adjournments thereof. This Proxy Statement and the accompanying proxy and CDI Voting Instruction Form will be mailed on or about September     , 2020.November 11, 2021.

Valencia, CA SeptemberNovember     , 20202021

IMPORTANT

THE 20202021 ANNUAL MEETING WILL BE HELD VIRTUALLY AND NO ONE WILL PHYSICALLY ATTEND THE MEETING. IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY CARD OR CDI VOTING INSTRUCTION FORM (AS APPLICABLE) AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES (IN RELATION TO THE PROXY CARD) AND WHICH REQUIRES NO POSTAGE IF MAILED IN AUSTRALIA (IN RELATION TO THE CDI VOTING INSTRUCTION FORM)

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON OCTOBER     , 2020:DECEMBER 14, 2021: The Notice of Annual Meeting of Stockholders, Proxy Statement and the Annual Report to Stockholders are available on the following website: www.avitamedical.com/2020proxy2021proxy

AVITA THERAPEUTICS,MEDICAL, INC.

28159 Avenue Stanford, Suite 220

Valencia, CA 91355

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

to be held on , October     , 2020December 14, 2021 at 1:00 pm (Pacific Standard Time)

(being October     , 2020December 15, 2021 at 8:00 am (Australian Eastern Daylight Time (“AEDT”))

SOLICITATION OF PROXY

The accompanying proxy is solicited on behalf of the board of directors (the “Board of Directors”) of AVITA Therapeutics,Medical, Inc., a Delaware corporation (“AVITA” or the “Company”), for use at the annual meeting of stockholders of the Company (the “Annual Meeting”) to be held at 1:00 p.m. Pacific Standard Time on , October     , 2020December 14, 2021 (being , October     , 2020 at 7:00am AEDT)8:00 am AEDT, December 15, 2021) via webcast at http://www.meetingcenter.io/. This Proxy Statement contains information about the matters to be considered at the meeting or any adjournments or postponements of the meeting. In addition to mail, proxies may be solicited by personal interview, telephone or telegraph by our officers and regular employees, without additional compensation. We will bear the cost of solicitation of proxies. Brokerage houses, banks and other custodians, nominees and fiduciaries will be reimbursed for out-of-pocket and reasonable expenses incurred in forwarding proxies and proxy statements.

The Board of Directors has set 55:00 p.m. Pacific Daylight Time on September 10, 2020 Pacific TimeOctober 26, 2021 (being 10 a.m.11:00 am AEDT on September 11, 2020 AEDT)October 27, 2021) as the record date (the “Record Date”) to determine those holders of record of Common Stock, par value US$0.0001 who are entitled to notice of, and to vote at, the Annual Meeting and those holders of CHESS Depositary Interests (“CDIs”) (representing the underlying shares of Common Stock) who are entitled to notice of, and to attend, the Annual Meeting. Each share of Common Stock (including the underlying shares of Common Stock represented by CDIs, with five CDIs representing one share of Common Stock) entitles its owner to one vote. On the Record Date, there were 21,551,82724,925,118 shares of Common Stock outstanding (including the underlying shares of Common Stock represented by CDIs). On or about September     , 2020,November 11, 2021, this Proxy Statement, the proxy card (the “Proxy Card” or “Proxy”) and the CDI Voting Instruction Form (as applicable) are being mailed to stockholders and CDI holders of record as of the Record Date.

IMPORTANT: To ensure that your shares of Common Stock are represented at the Annual Meeting, please vote your shares of Common Stock (or, for CDI holders, direct CHESS Depositary Nominees Pty Ltd (“CDN”) to vote your CDIs) via marking, signing, dating, and returning the enclosed Proxy Card or CDI Voting Instruction Form (as applicable) to the address specified. If you attend the Annual Meeting virtually, you may choose to vote via the online platform at http://www.meetingcenter.io/meetnow.global/MTJNRZR if you qualify to do so, even if you have previously voted your shares of Common Stock, except that CDI holders may only instruct CDN to vote on their behalf by completing and signing the CDI Voting Instruction Form and may not vote virtually at the Annual Meeting.

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ABOUT THE MEETING

What is being considered at the meeting?

You will be voting on the following:

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How do I vote if I hold shares of Common Stock?

You can vote in two ways:

How do I vote if I hold CDIs?

Each CDI holder is entitled to direct CDN to vote one vote for every five CDIs held by such holder. Those persons holding CDIs are entitled to receive notice of and to virtually attend the Annual Meeting and any adjournment or postponement thereof, andthereof. Holders of CDIs may direct CDN to vote their underlying shares of Common Stock at the Annual Meeting by returning the CDI Voting Instruction Form to Computershare Australia, the agent the Company has designated for the collection and processing of voting instructions from the Company’s CDI holders, so that it isholders. Votes must be received by Computershare Australia by no later than 1:00 am (Pacific Time)/4:00 am (Eastern Time) on December 9, 2021 (being 7:00 pm (AEDT) on December 9, 2021) in accordance with the instructions on such form. Doing so permits CDI holders to instruct CDN to vote on their behalf in accordance with their written directions.

Alternatively, CDI holders have the following options in order to vote at the Annual Meeting:

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Company’s issue of 3,214,250 shares of common stock, FOR the approval of the increase to the non-executive directors maximum aggregate annual cash fee pool, FOR the approval of the grant of options and restricted stock units to each non-executive director and FOR the approval of the issuegrant of Shares or CDIsoptions and restricted stock units to each non-executive director,Dr. Michael Perry, but they will not be voted with respect to the advisory votesvote in relation to executive compensation and the frequency of such votes.compensation.

If you hold CDIs, they will not be voted if you do not provide a completed CDI Voting Instruction Form to Computershare Australia by the relevant cut-off date being .December 9, 2021 at 7:00 pm AEDT. If a CDI holder does not include voting instructions in the CDI Voting Instruction Form in respect of a proposal no vote will be cast on the proposal for that CDI holder.

What does it mean if I receive more than one Proxy Card or CDI Voting Instruction Form?

If you receive more than one printed set of proxy materials, it means that you hold Common Stock or CDIs registered in more than one account. To ensure that all of your Common Stock or CDIs are voted, please submit proxies or CDI Voting Instruction Forms for all of your shares of Common Stock or CDIs.CDIs (as applicable).

If possible, we recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent in the United States is Computershare Limited. Computershare Limited’s telephone number is 800-736-3001. Our transfer agent in Australia is Computershare Australia. Computershare Australia’s telephone number is +61 39415 4000 (overseas callers) or 1300 850 505 (for calls within Australia).

Will my shares or CDIs be voted if I do not provide my Proxy or CDI Voting Instruction Form?

If you hold your shares of Common Stock directly in your own name, they will not be voted if you do not provide a Proxy unless you personally vote at the meeting. Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote customers’a customer’s unvoted shares on certain “routine” matters, including approval of the appointment of independent public accountants. When a brokerage firm votes its customer’s unvoted shares, these shares are counted for the purposes of establishing a

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Do we currently have, or do we intend to submit for stockholder approval, any anti-takeover device?

Our Certificate of Incorporation, Amended and Restated Bylaws (“Bylaws”) and other corporate documents do not containhave any provisions that contain material anti-takeover aspects. We have no plans or proposals to submit any other amendments to theour Certificate of Incorporation or Bylaws, or other measures in the future, that have anti-takeover effects.

Could emerging developments regarding the coronavirus — or COVID-19 — affect our ability to hold an in-person annual meeting?

We have been monitoring the COVID-19 situation, including the rapidly spreading Delta variant, closely and have determined that holding an in-person annual meeting couldwould pose a risk to the health and safety of our stockholders, employees, and directors, or otherwise be counter to public health directives. Accordingly, the Company has decided to instead hold a virtual Annual Meeting.

To attend and participate in the virtual Annual Meeting, stockholderssecurityholders of record will need to access the live audio webcast of the meeting. To do so, please visit http:https://www.meetingcenter.io/meetnow.global/MTJNRZR and use the 16-digit Control Number provided in the Notice of Annual Meeting to log in to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. We would encourage security holders to log in to this website and access the webcast before the virtual Annual Meeting’s start time.

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Proposal No. 1

ELECTION OF DIRECTORS

Our Board of Directors has one class of directors, with each director elected annually for a term of one year in accordance with our Bylaws. Unless specified to be voted otherwise, the persons named in the accompanying Proxy will vote for the election of the following persons as directors, all of whom are presently members of the Board of Directors, to hold office for the terms set forth below or until their respective successors have been elected and qualified. The nominees have consented to serve as directors if elected.

The Board of Directors recommends that you elect the nominees identified below.

(1) Each

(1)

Other than James Corbett and Jan Stern Reed, who joined the Board of Directors on July 1, 2021, each of the above directors’ service on our board of directors served on our Board of Directors, prior to June 30, 2020, was as a member of the board of AVITA Medical Pty Limited, our predecessor company. The following table sets forth certain information with respect to each director as of September 14, 2020: Name    Age      Position with the Company and Principal Occupation    Held Office Since      Current Board Term Expires   Louis Panaccio      62      Chairman of the Board of Directors      2014        2020   Dr. Michael Perry      60      Director and Chief Executive Officer      2017        2020   Jeremy Curnock Cook      70      Director      2012        2020   Louis Drapeau      75      Director      2016        2020   Damien McDonald(1)      54      Director      2016        2020   Suzanne Crowe      68      Director      2016        2020   (1) On September 6, 2020, Mr. McDonald notified the board that for personal reasons he did not intend to stand for re-election at this year’s annual meeting of stockholders and will be resigning from the board immediately prior to such meeting.

Business Experience

Louis Panaccio has served as Non-Executive Chairman of the Board of Directors since July 2014. Mr. Panaccio is a successful healthcare businessman with extensive experience leading companies from concept to commercialization. Mr. Panaccio possesses more than 30 years of executive leadership experience in healthcare services and life sciences, including more than 20 years of board-level experience. Mr. Panaccio is currently a Non-Executive Director of ASX50 company and one of the world’s largest medical diagnostics companies, Sonic Healthcare Limited, where he has served since 2005. In addition, Mr. Panaccio is a Non-Executive Director of Unison Housing Limited, was Non-Executive Chairman of Genera Biosystems Limited until June 2019, and a Non-Executive Director of Rhythm Biosciences Limited, a publicly listed (ASX) development-stage medical diagnostics company. We believe Mr. Panaccio is qualified to serve on our Board of Directors based on his extensive experience in the healthcare services and life sciences sectors and his experience in serving on boards.

Dr. Michael Perrywas appointed Executive Director and Chief Executive Officer and Executive Director in June 2017. Prior to this appointment, Dr. Perry served as aNon-Executive Director commencing in February 2013. From 2016 to 2017, he served as Senior Vice President and Chief Scientific Officer of Global Business Development and Licensing

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that treat intractable diseases by silencing genes. He is also a Director at BioScience Managers Pty Ltd. In addition, Dr. Perry serves as Chairman of 7Hills Pharma, LLC, a privately held biotechnology company. We believe Dr. Perry is qualified to serve on our Board of Directors based on our review of his experience, qualifications, attributes, and skills, including his executive leadership experience in the healthcare and biotechnology industries.

Jeremy Curnock Cookhas served as a Non-Executive Director of the BoardDirector since October 2012. He is a veteran in the life sciences/healthcare industry and has been actively supporting the commercialization of healthcare innovations and helping entrepreneurs build their international businesses over the past 45 years. Founder and Managing Director of BioScience Managers, Jeremy brings his decades of international experience to our Board of Directors. Over his career, Mr. Curnock Cook is currentlyhas successfully managed in excess of US $1billion in equity investments. He launched the Managing Director of Bioscience Managers Pty Ltd, which formerly was a shareholder of the Company, responsiblefirst dedicated biotechnology fund for the BM Asia Pacific Healthcare Fund,Australian market and serves as Chairman of International Bioscience Managers Ltd. He is thea former head of the life science private equity team at Rothschild Asset Management, an early pioneer and was responsible forsignificant investor in the launch ofsector. In his early career he founded the first dedicated biotechnologyInternational Biochemicals Group which he successfully sold to Royal Dutch Shell. He co-created a European-focused seed fund for the Australian marketwith Johnson & Johnson and the conception and launch ofbuilt the International Biotechnology Trust. He has served on more than 40 boards of directors in the life science sector in the UK, Europe, USA, Canada, Japan and Australia. In addition to serving on our Board of Directors, Jeremy currently serves on the following boards: Sea Dragon appointed October 2012, Rex Bionics Pty Ltd appointed February 2012, Armata Pharmaceuticals appointed July 1995, SummatiX Pty Ltd appointed July 2017, Adherium Ltd appointed April 2015, JLCC Ltd appointed December 2019, Bioscience Managers UK Ltd appointed August 2017, Bioscience Managers Pty Ltd appointed January 2003, International BioScience Managers Ltd appointed March 2000, Arecor Ltd appointed October 2018, Smart Matrix Ltd appointed February 2013, Gen InCode appointed July 2020 and CRiL appointed November 2020. We believe Mr. Curnock Cook serves as a Non-Executive Directoris qualified to serve on our Board of Adherium Ltd, a public (ASX) company with a digital health platform focusedDirectors based on improving medication adherence and patient outcomes. From November 2005, he also serves as a Director for AmpliPhi Biosciences Corporation, Inc. (which merged to Armata Pharmaceuticals, Inc.his extensive experience in May 2019), a public (NYSE) clinical-stage biotechnology company focused on the development of bacteriophage-based therapies for the treatment of antibiotic-resistant bacterial infections. He also serves as a Director for Sea Dragon Limited, a public (NZX) company processing fish oils into marine bioactive compounds. Mr. Curnock Cook previously served as a Non-Executive Director of Phylogica Limited, a public (ASX) company developing next generation intracellular biological therapeutics.life sciences sector.

Louis Drapeau has served as a Non-Executive Director of our board since January 2016. Mr. Drapeau has considerable expertise in both the biotech sector and with the financial reporting and other requirements of U.S. public companies. From March 2011 until May 2019, Mr. Drapeau served as an Independent Director at AmpliPhi Biosciences Corporation, Inc., a public (NYSE) clinical-stage biotechnology company focused on the development of bacteriophage-based therapies for the treatment of antibiotic-resistant bacterial infections. Mr. Drapeau has held senior positions with Insite Vision Inc., Nektar Therapeutics and BioMarin Pharmaceutical, Inc., and served as an Audit Partner at Arthur Andersen LLP. Mr. Drapeau was previously an Independent Director at Bio-Rad Laboratories, a public (NYSE) company manufacturing products for the life science research and clinical diagnostics markets, and InterMune, Inc., a public (NASDAQ) commercial-stage biotech company. He has an MBA from Stanford University. We believe Mr. Drapeau is qualified to serve on our Board of Directors based on his experience with financial reporting and other requirements of U.S. public companies, and considerable expertise in the biotech sector.

Professor Suzanne Crowe AMAO has served as a Non-Executive Director since January 2016. Australian-based, she is a physician-scientist and company director with extensive expertise in supporting companies with their medical and scientific strategies. Professor Crowe is a Principal ResearchA Fellow of the Australian National Health and Medical Research Council. She is a Principal Specialist in Infectious Diseases at The Alfred Hospital, Melbourne and Adjunct Professor of Medicine and Infectious Diseases at Monash University, Melbourne, and has published more than 200 peer-reviewed papers. Professor Crowe is a member of the Australian Institute of Company Directors, andshe is currently aNon-Executive Director of St VincentsVincent’s Health Australia Ltd, the country’s largest not-for-profit health and aged care provider.provider, and Non-Executive Director of Sonic Healthcare Ltd, a large global medical diagnostic company. She was appointed Emeritus Professor, CroweMonash University, Melbourne in 2020. After 35 years at both, she has recently retired from the Burnet Institute, having served as Associate Director Clinical Research, and the university-affiliated Alfred Hospital Melbourne, where she held the appointment of Senior Specialist Physician in Infectious Diseases. She was appointed as a MemberOfficer of the Order of Australia (AM) in 2011June 2020 in recognition of her distinguished services to recognize her service to medicalhealth, clinical governance, biomedical research, in HIV/AIDS.and education. She has medical and MD degrees from Monash University, an internal medicine specialist qualification in Infectious Diseases from the Royal Australasian College of Physicians, and a Diploma in Medical Laboratory Technology from the Royal Melbourne Institute of Technology. We believe Professor Crowe is qualified to serve on our Board of Directors based on her technical experience and extensive expertise in supporting companies with their medical and scientific strategies.

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James Corbett has served as a Non-Executive Director since July 2021. He has approximately 40 years of leadership experience in the medical device field, most recently as CEO of CathWorks Ltd., a software-based medical technology company. Mr. Corbett has extensive global commercial and operating experience, serving as an expatriate General Manager of Baxter Japan and later as General Manager and President of Scimed Life Systems Inc. and Boston Scientific International, respectively. During his career he has served as CEO of three publicly listed companies: Microtherapeutics Inc (MTIX), ev3 Inc (evvv) and Alphatec Spine (ATEC). Mr. Corbett has also led two privately funded companies as CEO: Home Diagnostics Inc. and Vertos Medical. Mr. Corbett has extensive capital market and governance experience from both public and private environments. Mr. Corbett holds a Bachelor of Science in Business Administration from the University of Kansas. We believe Mr. Corbett is qualified to serve on our Board of Directors based on his considerable expertise in the life sciences sector.

Jan Stern Reed has served as a Non-Executive Director since July 2021. She has more than 35 years of legal, management and business leadership experience primarily within the healthcare industry, and brings significant expertise in corporate governance, compliance, and risk management. Ms. Reed served as Senior Vice President, General Counsel and Corporate Secretary at Walgreens Boots Alliance, Inc., a global pharmacy-led, health and wellbeing company. Prior to Walgreens, Ms. Reed was Executive Vice President, Human Resources, General Counsel and Corporate Secretary of Solo Cup Company, where she was responsible for the legal, human resources, internal audit, corporate communications, and compliance functions. Prior to Solo Cup Company, she was Associate General Counsel, Corporate Secretary and Chief Corporate Governance Officer at Baxter International, Inc. Ms. Reed holds a Bachelor of Arts degree from the University of Michigan and a Juris Doctor from the Northwestern University Pritzker School of Law. Ms. Reed currently serves as a board member of Stepan Co. (NYSE:SCL), a major manufacturer of specialty and intermediate chemicals used in a broad range of industries, and AngioDynamics, Inc. (NASDAQ: ANGO), a leading provider of innovative, minimally invasive medical devices for vascular access, peripheral vascular disease, and oncology. We believe Ms. Reed is qualified to serve on our Board of Directors based on her extensive experience in legal, management and business leadership within the healthcare industry.

Committee Table

On September 8, 2021, the Board appointed Jan Stern Reed and James Corbett to each serve as an Independent Director on the Company’s Audit Committee and its Compensation Committee, effective September 8, 2021. Additionally, on September 8, 2021 the Board appointed Jan Stern Reed to serve as an Independent Director on the Nominations & Corporate Governance Committee of the Board, effective September 8, 2021. Ms. Reed and Mr. Corbett’s appointments to the above stated committees were madepursuant to the Board’s determination that Ms. Reed and Mr. Corbett satisfy all applicable requirements to serve on the above stated committees, includingwithout limitation, the applicable requirements of the ASX Listing Rules and the Securities Exchange Act of 1934, as amended. Jeremy Curnock Cook stepped down from his role as a member of the Audit Committee on September 8, 2021, being the same day that Jan Stern Reed and James Corbett were appointed to the Audit Committee.

The current committees of the Board and their respective members are as follows:

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Board Meetings

During the fiscal year ended June 30, 2020,2021, the Board of Directors met a total of twelvenine times (July 29, 2019,(August 7, 2020, August 25, 2020, September 10, 2019,30, 2020, October 30, 2019, November 4, 2019, February 13, 2020, March 9, 2020, April 8, 2020, April 16,November 17, 2020, April 19,December 22, 2020, January 6, 2021, February 10, 2021, and May 4, 2020, May 29, 2020, and June 22, 2020)11, 2021) and had full attendance of each member of the Board of Directors (six Board of Directors members) at nine of those meetings, as well as attendance by at least fourall six members of the Board of Directors at all twelvesix of the nine meetings, and at least four or more members of the Board of Directors at the other three of the nine meetings.

Board Leadership Structure

The current Non-Executive Chairman of the Board of Directors is Louis Panaccio, who is an independent director under NasdaqNASDAQ listing standards and for the purposes of the ASX Listing Rules and the ASX Corporate Governance Council’s 4^th Edition Corporate Governance Principles and Recommendations.Recommendations 4^th Edition. The roles of Chairman of the Board and Chief Executive Officer are separate. The Board of Directors believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer allows the Company’s Chief Executive Officer to focus primarily on the Company’s business strategy, operations, and corporate vision. The Board of Directors consists of a majority of independent non-executivedirectors, and each of the committees of the Board of Directors is comprised solely of independentnon-executive directors. The Company does not have a policy mandating an independent lead director. The independent directors meet at least annually in executive session without the presence of non-independent directors.

Risk Oversight

While management is responsible for assessing and managing risks to the Company on a day to dayday-to-day basis, the Company’s Board of Directors oversees management’s efforts to assess and manage risk. The Board (in conjunction particularly with the Audit Committee) monitors and receives advice on areas of operational and financial risk and considers strategies for appropriate risk management arrangements. Specific areas of risk which are regularly considered at Board meetings include foreign currency, performance of activities, human resources, acceptance by regulatory authorities of the Company’s products, markets, manufacturing, the environment, statutory compliance, and continuous disclosure obligations. Additional areas of focus for the Board of Directors include, but are not limited to:

More broadly, risks are considered in virtually every business decision and process and as part of the Company’s overall business strategy. While the Board of Directors has the ultimate oversight responsibility for the Company’s risk management policies and processes, the committees of the Board of Directors also have responsibility for risk oversight. As noted above, our Audit Committee assists the Board of Directors to meet its oversight responsibilities in respect of various areas of risk for the Company including risks associated with our financial statements and financial reporting, internal control structure, risk management procedures and the internal (as applicable) and external audit function as well as mergers and acquisitions, credit and liquidity, and business conduct compliance. Our Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and employee compensation generally.compensation. Our NominatingNominations and Corporate Governance Committee oversees risks associated with our overall governance practices and the leadership structure of the Board of Directors. Our Board of Directors stays informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board of Directors. Our Board of Directors’ role in risk oversight is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board of Directors and committees providing oversight in connection with those efforts.

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Vote Required

Approval of this Proposal No. 1 requires the affirmative vote of a plurality of votes cast by the Company’s stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the Proposal. Directors are elected by a plurality of the votes cast at the Annual Meeting, which means that the seven director nominees receiving the highest number of “FOR” votes will be elected as directors of the Company. Abstentions and broker non-votes are not counted as votes cast with respect to each director, and will have no direct effect on the outcome of the election of directors.

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Proposal No. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Board of Directors, on the recommendation of the Audit Committee, has appointed Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021.2022.

The Board of Directors recommends that you vote to ratify such appointment.

Representatives of Grant Thornton LLP are expected to be available at the virtually held Annual Meeting of stockholders with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Prior Auditor

Grant Thornton Audit Pty Ltd (“GT Australia”), an independent registered public accounting firm and a member firm of Grant Thornton International Ltd., had been the independent registered public accounting firm of AVITA Medical Limited, our predecessor company (“Avita Australia”), since 2011.

In connection with the completion on June 29, 2020 of the redomiciliation of the Avita group of companies (the “Avita Group”) from Australia to the State of Delaware whereby the Company became the successor issuer to Avita Australia and the ultimate parent company of the Avita Group (the “Redomiciliation”), and in consideration of the principal auditor rule, the Company’s board of directors (the “Board”) has concluded that a U.S.-based independent registered public accounting firm should be the Company’s independent auditor. Accordingly, the Board, with the recommendation of the Audit Committee, approved of the replacement of GT Australia with Grant Thornton LLP (“GT US”) as the Company’s independent public accounting firm for the fiscal year ending June 30, 2020 and dismissed GT Australia as the Company’s independent registered public accounting firm, with such appointment and dismissal each effective as of June 30, 2020. Avita Australia engaged GT US on April 9, 2020 in anticipation of the completion of the Redomiciliation, and the date of GT US’s appointment and engagement as the Company’s principal independent auditor was June 30, 2020, upon completion of the Redomiciliation.

Vote Required

Ratification of the appointment of Grant Thornton LLP requires a number of “FOR” votes that is a majority of the votes cast by the holders of our shares of Common StockCompany’s stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal,Proposal, with abstentions counting as votes against the proposal.Proposal.

The Board of Directors recommends a vote FOR“FOR” the ratification of the appointment of Grant Thornton. LLP.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee assists our Board in its oversight of our financial reporting process. All three members* of the Audit Committee qualify as independent directors under NASDAQ listing standards for public companies and the independence requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and one is qualified as an audit committee financial expert within the meaning of Item 407(d)(5) of Regulation S-K, promulgated under the Exchange Act. All three members* of the Audit Committee are also considered to be independent for the purposes of the ASX Listing Rules and the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4^th Edition). The Audit Committee’s charter can be viewed online on our website at https://ir.avitamedical.com/corporate-governance.

In fulfilling its duties, the Audit Committee reviewed and discussed the audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 with management and the independent auditor, Grant Thornton LLP. Management is responsible for the financial statements and the reporting process, including the systems for internal control over financial reporting. The independent auditor is responsible for performing an independent audit of the Company’s financial statements in accordance with accounting principles generally accepted in the United States, and for expressing an opinion on these financial statements based on the audit.

The Audit Committee met with the independent auditor with and without management present and discussed those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the U.S. Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence and discussed with the independent auditor its independence.

Based on the above reviews and discussions, the Audit Committee recommended to our Board, and our Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, for filing with the U.S. Securities and Exchange Commission.

Submitted by the Audit Committee*:

Louis Drapeau, Chair of the Audit Committee

Jeremy Curnock Cook

Lou Panaccio

Date: October [XX], 2021

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Proposal No. 3

APPROVAL OF OUR 2020 OMNIBUS INCENTIVE PLANAMENDMENTS TO THE COMPANY’S AMENDED AND RESTATED BYLAWS

On September     , 2020, upon recommendationBackground

Proposal No. 3 seeks approval from the Company’s stockholders of proposed amendments to the Company’s Amended and Restated Bylaws (“Bylaws”).

The Company is proposing to amend its Bylaws by inserting a new Section 7.10 (as set out below) that will give the Company the right to sell on behalf of a CDI holder the CDIs held by that CDI holder where the holding constitutes less than a marketable parcel of CDIs for the purposes of the ASX Listing Rules and the ASX Settlement Operating Rules.

Section 7.6 of the Bylaws provides that the Bylaws may be amended by either the Board of Directors or the stockholders.

The Company is seeking to have this amendment to the Bylaws approved by stockholders. If this Proposal No. 3 is approved, the amendments to the Bylaws will take effect from December 14, 2021 (Pacific Standard Time).

Reasons for the proposed amendments to the Bylaws

The Company has a large number of CDI holders on its register that hold less than a “marketable parcel” of CDIs. A marketable parcel is a CDI holding worth at least A$500. As at October 18, 2021, 5,737 CDI holders held less than a marketable parcel of CDIs. For a CDI holder that holds less than a marketable parcel of the Company’s CDIs, it may be difficult and/or expensive for them to sell those CDIs. It is also expensive and inefficient for the Company to maintain these small holdings given there are share registry fees and other administrative costs associated with maintaining such small holdings on the Company’s CDI register.

Our Board of Directors may, if it deems it appropriate to do so and if our Bylaws permit it, elect to implement a small holdings sale facility in relation to CDI holders that hold less than a marketable parcel of CDIs (“Sale Facility”) at the relevant time. Such a facility would, if implemented by the Compensation Committee, our Board unanimously approvedCompany, provide a process pursuant to which the CDI holdings of CDI holders that hold less than a marketable parcel of CDIs could be compulsorily sold on their behalf by the Company (unless the holder gives notice to the Company that it does not wish its CDIs to be sold) without the CDI holder having to pay brokerage or other fees on the sale as such fees would be borne by the Company or the purchaser of the CDIs. The CDI holders would, however, still be responsible for any tax payable in connection with the sale of their CDIs and adopted, subjectif a Sale Facility was to be implemented in the future it is recommended that the relevant CDI holders seek their own advice in relation to the implications for them of participating in a Sale Facility.

In order to implement a Sale Facility, the ASX Listing Rules require that a company’s constitution or bylaws must provide for certain matters that are set out in ASX Listing Rule 15.13. The Company’s Bylaws do not currently provide for the matters required by ASX Listing Rule 15.13.

Therefore, the Company is seeking the approval of our stockholders atunder this Proposal No. 3 to amend its Bylaws to include the Annual Meeting,matters required by ASX Listing Rule 15.13. These matters will be set out in the AVITA Therapeutics, Inc. 2020 Omnibus Incentive Plan (the “Plan”).

Background

Our Board recommends thatproposed new Section 7.10 of the Company’s stockholders vote to approveBylaws. If approved, the Plan. The Plannew Section 7.10 of the Bylaws will allow the Company to grant equity-based compensationimplement a Sale Facility pursuant to advancewhich the interests and long-term successCompany can compulsorily sell the securities of a CDI holder who holds less than a marketable parcel of CDIs provided certain conditions are met (which include allowing the holders of less than a marketable parcel of CDIs a minimum 6-week period in which to opt-out of the automatic sale process, should they not wish to have their small holding sold on their behalf). The proceeds of the sale of

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the CDIs held by the relevant CDI holders would be paid to them in the manner and on the basis set out in the relevant Sale Facility documentation that would be sent to the CDI holders at the time of implementing a Sale Facility.

A Sale Facility can be utilized on multiple occasions by the Company and its stockholders by encouraging stock ownership among employees, consultants andbut cannot be used more than once in any non-employee12-month directors. period.

If the Planthis Proposal No. 3 is approved, by our stockholders, ita Sale Facility will only be able to be used in relation to CDI holders. The Company does not intend to adopt a Sale Facility for use with respect to the holders of the Company’s common stock.

The Company has no current plans to implement a Sale Facility and there is no certainty that a Sale Facility will be effective asimplemented at any time in the future, if at all. In the event that this Proposal No. 3 is approved and a Sale Facility is subsequently implemented, further details of such Sale Facility will be provided by the Company to CDI holders at the relevant time.

Proposed amendments to the Bylaws

If this Proposal No. 3 is approved, the following new Section 7.10 will be inserted into the Bylaws immediately after Section 7.9:

“Section 7.10. Small holdings sale facility.

“CDI” means a CHESS Depositary Interest, being a unit of beneficial ownership in 1/5 of a share of common stock of the dayCorporation or such other ratio as may be adopted by the Corporation from time to time.

“CDI holder” means a holder of the Annual Meeting. Corporation’s CDIs.

“Marketable Parcel” means a number of CDIs equal to a marketable parcel as defined in the ASX Listing Rules and the ASX Settlement Operating Rules, calculated on the day before the Corporation gives notice under Section 7.10(B).

“takeover” means a takeover bid (as that term is defined in section 9 of the Corporations Act 2001 (Cth)) or a similar bid under the laws of a foreign jurisdiction outside of Australia.

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Recommendation

The Board recommends that stockholders vote FOR Proposal No. 3 for the reasons set out above.

If this Proposal No. 3 is approved, the PlanCompany’s Bylaws will give the Company the right to implement a Sale Facility whereby any CDI holder, who holds less than a marketable parcel of the Company’s CDIs and does not opt out of the automatic sale process under the Sale Facility during the minimum 6 week notice period, may have their CDIs sold on their behalf and, if sold, have the resulting proceeds paid to them in the manner and on the basis set out in the relevant Sale Facility documentation. If this Proposal No. 3 is not approved, the proposed amendments will not be incorporated into the Company’s Bylaws and as a result the Company will not be permitted to implement a Sale Facility in respect of the CDIs held by those CDI holders who hold less than a marketable parcel of CDIs.

Vote Required

Approval of this Proposal No. 3 requires a number of “FOR” votes that is a majority of the votes cast by the Company’s stockholders no awards will be madepresent in person or represented by proxy at the Annual Meeting and entitled to vote on the Proposal.

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Proposal No. 4

RATIFICATION OF THE ISSUE OF 3,214,250 SHARES OF COMMON STOCK

Background

On February 24, 2021 (United States) / February 25, 2021 (Australia), the Company announced that it had commenced an underwritten registered public offering of its common stock (“Offering”). On March 1, 2021 (United States) / March 2, 2021 (Australia), the Company confirmed that it had successfully closed the Offering and had issued 3,214,250 shares of common stock at the Offering price of US$21.50 per share (inclusive of 419,250 shares of common stock that were issued upon the exercise in full by the underwriters of their option to purchase additional shares in the Company). The gross proceeds from the Offering were approximately US$69.1 million, before deducting underwriting discounts and commissions and estimated Offering expenses.

ASX Listing Rules 7.1 and 7.4

The Company is seeking stockholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the 3,214,250 shares of common stock that were issued under the Plan including the proposed issue of equity to the Company’s non-executive directors referred to in Proposal No’s. 5 -8 (inclusive).Offering.

The Company is seeking this approval because ASX Listing Rule 7.1 provides that a company must not subject to specified exceptions, issue or agree to issue more equity securities during any 12 month12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month12-month period without stockholder approval. ASX Listing Rule 7.2 sets out a numberthe approval of its shareholders (subject to specified exceptions).

As the issue of the shares of common stock under the Offering did not fall within any of the specified exceptions to ASX Listing Rule 7.1. Exception 13 in ASX Listing Rule 7.2 provides an exception to ASX Listing Rule 7.1 being an issueand has not yet been approved by the Company’s stockholders, the Offering has used up part of securities under an employee incentive scheme if, within three years before the date of issue, the stockholders of the Company approved the issue of equity securities under the scheme.

If stockholder approval of Proposal No. 3 is obtained, the Plan will be approved and for the next three years the issue of equity-based compensation under the Plan will not reduce the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Why You Should Vote for this Proposal

The7.1 and has thereby reduced the Company’s success depends in part on its abilitycapacity to retain high quality employees, consultants and directors. Providing equity-based compensation is critical to this success. We would be disadvantaged if we could not use equity-based compensation to retain our employees, directors and consultants. Equity-based compensation is also critical because it links compensation withissue further equity securities without stockholder value creation.

Asapproval over the 12-month period from the date of September 10, 2020, noissue of the shares of our Common Stock (“Shares”) remained available for issuancecommon stock under existing equity awards. If the Plan is not approved,Offering.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. Under ASX Listing Rule 7.4, where a company in general meeting ratifies a previous issue of securities (made without stockholder approval under ASX Listing Rule 7.1), those securities will be excluded from the calculation of the number of securities that can be issued by the company in any 12-month period within the 15% limit set out in ASX Listing Rule 7.1.

By ratifying the issue of the 3,214,250 shares of common stock that were issued under the Offering, such issue will be excluded from the calculation of the number of securities that can be issued by the Company will have no equity plan availablein the 12-month period from the date of issue of the shares of common stock under the Offering for use in attracting and keeping employees and directors. As a result,the purposes of ASX Listing Rule 7.1, thereby providing the Company may havewith flexibility to significantly increase cash-based compensation, which may not necessarily link compensation withissue further securities during the 12-month period from the date of issue of the shares of common stock under the Offering without the requirement to obtain prior stockholder value creation and may also use cash that could be better utilizedapproval, if reinvestedthe Board of Directors considers it is in the Company’s business.best interests of the Company and its stockholders to do so.

TheInformation required under ASX Listing Rule 7.5

For the purposes of ASX Listing Rules 7.4 and 7.5, the following includes aggregated information regarding overhang and dilution as of September 10, 2020:is provided:

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Based

Recommendation

The Board recommends that stockholders vote FOR Proposal No. 4 for the closing price of our Shares as reported byreasons set out above.

As noted above, if the NASDAQ Stock Market LLC on September 11, 2020 of US$26.21 per Share, the aggregate market value as of September 11, 2020issue of the 1,750,000 Shares requested3,214,250 shares of common stock that were the subject of the Offering is ratified under this Proposal No. 4, such issue will be excluded from the Plan was US$45,867,500.

In determiningcalculation of the number of proposed Shares tosecurities that can be made availableissued by the Company in the 12 month period from the date of issue of the shares of common stock under the Plan, we evaluated a number of factors, including our historical and recent share usage and also criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal.

We anticipate that the Shares requested in connection with the approval of the Plan will last for about six years. If approval of Proposal No. 3 is obtained, the approval in relation to ASX Listing Rule 7.2, Exception 13 has a three year life span. Accordingly, it is the intention of the Company to seek to refresh the approvalOffering for the purposes of ASX Listing Rule 7.2, Exception 13,7.1, thereby providing the Company with flexibility to issue further securities in three years’ time so that the 12 month period from the date of issue of securitiesthe shares of common stock under the Plan will not reduceOffering without the Company’s 15% placement capacity for a further three years.

Forrequirement to obtain prior stockholder approval, if the purposesBoard of ASX Listing Rule 7.2, Exception 13, we confirm the following information:

As noted below, the Committee retains discretion under the Plan to determine the number and amount of awards to be granted, and the future benefits that may be received by participants under the Plan are not determinable at this time.

We are cognizant of the fact that equity-based compensation dilutes stockholders’ equity and have carefully managed our equity-based compensation with that fact in mind. Our equity-based compensation program is intended to be competitive and to link compensation with stockholder value creation.

Summary of Material Terms of the Plan

The following description of the Plan is only a summary of its principal terms and provisions. The summary is qualified in its entirety by reference to the Plan, a copy of which is attached as Annex A to this Proxy Statement.

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However, the Company need not disregard a vote cast in favor of the resolutionProposal No. 4 by:

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Proposal No. 45

APPROVAL TO INCREASE THE MAXIMUM AGGREGATE ANNUAL CASH FEE POOL FOR NON-EXECUTIVE DIRECTORS

Background

In accordance with ASX Listing Rule 10.17 and section 2.10 of the Company’s Amended and Restated Bylaws, any proposed increase to the maximum aggregate annual cash fee pool from which non-executive directors of the Company may be paid for their serviceservices as a membermembers of the Board of Directors must be approved by stockholders at an annual or special meeting of the stockholders.

There are currently fivesix non-executive directors of the Company – Mr. Louis Panaccio, Professor Suzanne Crowe, Mr. Jeremy Curnock Cook, Mr. Louis Drapeau, Professor Suzanne CroweMs. Jan Stern Reed and Mr. Damien McDonald. On September 6, 2020, Mr. McDonald informed the Board of Directors that he does not intend to stand for re-election and will be resigning prior to the Annual Meeting.

James Corbett. The current maximum aggregate annual cash fee pool from which all of the non-executive directors of the Company may be paid for their serviceservices as a membermembers of the Board of Directors is A$450,000.US$600,000. The remuneration of each non-executive director for the year ended June 30, 20202021 is detailed in the Company’s Annual Report on Form 10-K dated August 27, 2020.2021.

The purpose of this Proposal No. 45 is to approve an increase in the maximum aggregate annual cash fee pool from A$450,000US$600,000 per annum to US$600,000750,000 per annum. This would represent an increase to the current annual cash fee pool of approximately A$380,449 (based on the A$ / US$ exchange rate published by the Reserve Bank of Australia on September 9, 2020).150,000. If approved, the amount of US$600,000750,000 would be the total annual cash amount that could be divided amongst all of the non-executive directors and woulddirectors. The approval of this increase does not necessarily mean that the full annual cash fee pool of US$750,000 will be utilized. The current annualized rate of compensation for the amount payable to each non-executive director.directors is US$580,000.

Reasons for the proposed increase

The current maximum aggregate annual cash fee pool amount is A$450,000,US$600,000, which was the amount that was approved by the shareholders ofCompany’s stockholders at the Company’s predecessor, AVITA Medical Limited (previously known as Clinical Cell Culture Ltd), in 2005. The totaladjourned annual meeting held on November 9, 2020 (United States). At the time at which the cash fee pool of US$600,000 was approved, the Company had four non-executive directors (given that one non-executive director had retired on the same date that the cash fee pool of US$600,000 was approved). In response to this retirement, the Board of Directors appointed two additional highly qualified U.S. based non-executive directors, so that the Company now has not been increased since that time.a total of six non-executive directors.

The Board of Directors considerconsiders that it is reasonable and appropriate at this time to seek stockholder approval for an increase in the maximum aggregate annual cash fee pool as these extra funds will assist the Company to appropriately remunerate the larger number of non-executive directors that are currently appointed to the Board of Directors. The proposed increase in the maximum aggregate annual cash fee pool will also enable the Company to continue to attract and retain members of the Board of Directors in an increasingly competitive environment for the recruitment and retention of non-executive directors.

In addition Further, the proposed cash fee pool increase may be necessary to the above,remunerate any newly elected non-executive directors that the Board of Directors considermay seek to appoint in order to enhance corporate governance or to ensure compliance with certain U.S. state government requirements for board diversity.

The Board of Directors has further determined that itthe proposed amount of US$750,000 is appropriatea reasonable annual cash fee pool amount for a United States life sciences company that is listed on The NASDAQ Stock Market LLC and the ASX. The Board of Directors’ view is supported by Compensia, a premier independent compensation advisory firm with a focus on technology and life sciences companies. Compensia was engaged by the Company’s Compensation Committee to complete a detailed review of the Company’s compensation arrangements for non-executive directors to ensure that the Company’s compensation practices are competitive

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and aligned with U.S. compensation practices. Alignment with U.S. compensation practices has become increasingly important following the Company’s redomiciliation from Australia to the U.S., its predominant focus on U.S. markets for its FDA approved RECELL^® product, and its completion of a U.S. institutional investor-based NASDAQ stock market public offering earlier this year (see Proposal No. 4). For the review, Compensia developed a peer group of 20 US-based public companies of similar size, industry, revenue, and market cap, using a rules-based approach.

Compensia provided the Company with recommendations in relation to non-executive director fees against competitive market data and confirmed to the Company that, in its view, the increase in the maximum aggregate annual cash fee pool amountfrom which all of the non-executive directors may be paid to US$750,000 is reasonable and “at market”. The Board of Director’s total cost of governance on an annualized basis if the proposed aggregate annual cash fee pool is increased to US$750,000 and the NED Securities proposed to be representedissued under Proposal No.’s 6 – 10 and 12 are approved (i.e. excluding those grants proposed to be made to Mr. Corbett and Ms. Reed in US dollars ratherrecognition of their appointment as non-executive directors of the Company under Proposal No’s 11 and 13) would be less than Australian dollars given that the Avita Group is now domiciled50^th percentile of peer group data set out in the United States.Compensia’s analysis.

If this Proposal No. 4No.5 is passed, the maximum aggregate annual cash fee pool from which non-executive directors may be paid for their services as a membermembers of the Board of Directors will be US$750,000. If this Proposal No.5 is not passed, the amount will remain at US$600,000.

Securities issued to non-executive directors under ASX Listing Rule 10.11 or 10.14

As required by ASX Listing Rule 10.17 requires that the Company provide details of any securities issued to a non-executive director under ASX Listing Rule 10.11 or 10.14 with stockholder approval at any time within the preceding three years.

The Company confirms that no securities have been issued by the Company to any non-executive director under ASX Listing Rule 10.11 or 10.14 with stockholder approval within the past three years. If, however, Proposal No.’s 3 and 5No’s 6 – 813 (inclusive) are approved, Common Stock or CDIs ofrestricted stock units and options in the Company may(as applicable) will be issued to certainthe Company’s non-executive directors of the Companyunder ASX Listing Rule 10.11 on the terms set out in this Proxy Statement in respect of those Proposals.

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No securities in AVITA Medical Pty Limited have been issued to any of its non-executive directors under ASX Listing Rule 10.11 with the approval of shareholders within the last three years.

Recommendation

The Board recommends that stockholders vote FOR Proposal No. 45 for the reasons set out above.

As noted above, if this Proposal No.5 is passed, the maximum aggregate annual cash fee pool from which non-executive directors may be paid for their services as members of the Board of Directors will be US$750,000. If this Proposal No.5 is not passed, the amount will remain at US$600,000.

Vote Required

Approval of this Proposal No. 5 requires a number of “FOR” votes that is a majority of the votes cast by the holders of our shares of Common StockCompany’s stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the Proposal.

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Voting Exclusion Statement

The Company will disregard any votes cast in favor of Proposal No. 45 by or on behalf of any director of the Company or their associates.

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Proposal No’s 56 - 813

APPROVAL OF ISSUETHE GRANT OF SECURITIESOPTIONS AND RESTRICTED STOCK UNITS TO NON-EXECUTIVE DIRECTORS

Background

Proposal No’s 5 - 86 – 13 (inclusive) seek the approval of stockholders under ASX Listing Rule 10.14 to:

(a) permit each10.11 to the grant of Mr. Louis Panaccio, Mr. Jeremy Curnock Cook, Mr. Louis Drapeauboth restricted stock units (“RSUs”) and Professor Suzanne Crowe, in their capacity as non-executive directorsoptions to acquire shares of the Company (each an “EligibleDirector” and together the “EligibleDirectors”), to elect to receive up to US$8,333 of their directors’ fees in each fiscal year during the three year period from the date of this Annual Meeting (being in aggregate up to US$24,999common stock (including, if so elected, in the three year period) in the form of Common Stock (or CDIs) of the Company (“Director Shares”) rather than in the form of a cash payment of that amount, pursuant to the termseach of the Company’s 2020 Omnibus Incentive Plan; and

(b) approvenon-executive directors (“NED Securities”) in the respective amounts set out in the below tables. Each RSU on vesting will entitle the relevant non-executive director to be issued one fully paid share of common stock of the Company issuing such Director Sharesfor no monetary consideration. Each option on vesting and payment of the applicable exercise price by the non-executive director (being the closing price of the Company’s shares of common stock at close of trading on NASDAQ on the date on which the options are granted) will entitle the relevant non-executive director to be issued one fully paid share of common stock of the Company. On vesting of an RSU or option, the non-executive director (except where a cashless exercise program is implemented in respect of the relevant option) elect to acquire CDIs in place of common stock of the Company with five CDIs being equal to one share of common stock of the Company.

In connection with the proposal to grant the NED Securities, the Board engaged Compensia, a premier independent compensation advisory firm with a focus on technology and life sciences companies in the U.S., to complete a detailed review of the Company’s compensation arrangements for non-executive directors to ensure that the Company’s compensation practices are competitive and aligned with U.S. compensation practices. Alignment with U.S. compensation practices has become increasingly important following the Company’s redomiciliation from Australia to the Eligible Directors (or their respective nominees) duringU.S., its predominant focus on U.S. markets for its FDA approved RECELL product, and its completion of a U.S. institutional investor-based NASDAQ stock market public offering earlier this year (see Proposal No. 4).

For the three year period fromanalysis, Compensia developed a peer group of 20 U.S. based public companies of similar size, industry, revenue, and market cap, using a rules-based approach. They provided recommendations in relation to non-executive director fees against competitive market data. The Company’s Compensation Committee based the dateproposed grant of the awards to the non-executive directors set out in table 2 below at just above the 25^th percentile of board equity compensation compared with peer data as per Compensia’s analysis, whilst the proposed grant of the new non-executive director awards set out in table 1 below are based on the approximate midpoint between the 25^th and 50^th percentile of board equity compensation compared with peer data as per Compensia’s analysis.

The Board is of the view that the grant of the NED Securities to the non-executive directors is a reasonable and appropriate method to provide cost effective remuneration to the non-executive directors as the non-cash form of this Annual Meeting.remuneration will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were required to be given to the non-executive directors instead of the NED Securities.

Consistent with common U.S. company non-executive director equity remuneration practices as reported by Compensia, table 1 below reflects new director awards proposed to be granted to the Company’s two new non-executive directors that were appointed in July 2021, while table 2 below reflects awards proposed to be granted to each non-executive director in respect of the fiscal year ending June 30, 2022.

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Table 1: Initial awards to new non-executive directors

Table 2: 2021 awards to non-executive directors

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An RSU is a “restricted stock unit”, which is an unfunded and unsecured contractual entitlement to be issued or transferred a share of common stock of the Company for each RSU on a future date (after the vesting of the relevant RSU entitlement).

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If stockholder approval is obtained, the Director SharesNED Securities proposed to be granted to each non-executive director will be issuedgranted under and subject to the terms and conditions of a template option agreement (in respect of the Company’s 2020 Omnibus Incentive Plan (assuming Proposal No. 3 is approved).

The purposeoptions) and a template RSU agreement (in respect of allowing the Eligible Directors to electRSUs) to be issued Director Shares is to promote ownership inentered into between the relevant non-executive director and the Company by(“NED Security Agreements”), the Eligible Directors and align their interests with thoseterms of stockholders by linking partwhich are summarized below.

Each of their remuneration to the long term success of the Company and its financial performance. If the Eligible Directors electProposal No’s 6 – 13 (inclusive) are separate Proposals to be issued Director Shares it will also reduce the cash component of the directors fees that the Company will need to provide to the Eligible Directors and thereby increase the Company’s funds that are available for working capital.

ASX Listing Rule 10.14 provides that the Company must not permit a director or an associate of a director to acquire securities under an employee incentive scheme without the prior approval of theconsidered by stockholders of the Company. The 2020 Omnibus Incentive Plan is an ‘employee incentive scheme’ for the purposes of the ASX Listing Rules.

Further, ASX Listing Rule 7.1 prohibits a listed entity from issuing in any 12 month period new shares, or securities convertible to shares, which are equivalent in number to more than 15% of the total number of ordinary securities on issue at the beginning of the 12 month period without the prior approval of stockholders, unless the issue of equity securities is subject to an exception. ASX Listing Rule 7.2 Exception 14 provides that where an issue of securities is approved by the stockholders for the purposes of ASX Listing Rule 10.14, it will be exempt from the Company’s 15% placement capacity restriction.

Ifindependently. In addition, Proposal No’s. 3 and 5 - 8 (inclusive) are approved, the Company will be able to issue the Director Shares to the Eligible Directors (or their respective nominees) over a period of three years from the date of the Annual Meeting without:

Proposal No’s. 5 - 8 (inclusive) are subject to Proposal No. 3 being approved by the stockholders of the Company. If Proposal No. 3 is not approved, Proposal No’s. 5 - 8 (inclusive) will not be considered at the Annual Meeting and no Director Shares will be able to be issued to the Eligible Directors (or their respective nominees).

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Set out below are example calculations of the number of Director Shares that may be issued to an Eligible Director (or their nominee) during any given fiscal year, based on the Formula.

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RSU Agreements

Certain US Federal Income Tax Consequences

The following is a brief summary of certain of the US federal income tax consequences of certain transactions under the NED Security Agreements based on US federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this Proposal and not for

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award grantees, is not intended to be complete and does not describe federal taxes other than income taxes, such as Medicare and Social Security taxes, state taxes, local taxes, or foreign taxes.

There are generally no US income tax consequences for the Company or the option holder upon the grant of a nonstatutory stock option. In general, when a nonstatutory stock option is exercised, the recipient will recognize ordinary income equal to the excess of the fair market value of the shares of Common Stock / 385 CDIs rounded downcommon stock for which the option is exercised on the date of exercise over the aggregate exercise price. Upon the sale of shares of common stock acquired from exercising an option, the recipient will realize a capital gain (or loss) equal to the nearest whole sharedifference between the proceeds received and the fair market value of Common Stock (being the resultshares of dividing A by B)common stock on the date of exercise. The capital gain (or loss) will be a long-term capital gain (or loss) if the participant held the shares of common stock for more than a year after the exercise of the option, or otherwise a short-term capital gain (or loss).

As a result,RSUs will not have US tax consequences for the aggregate numberCompany or the recipient at the time of Director Sharesgrant. Income will be realized when the awards vest. At that time, the recipient will realize ordinary income equal to bethe fair market value of the shares of common stock issued to them. Upon the Eligible Directorsale of shares of common stock received in settlement of RSUs, the recipient will realize a capital gain or loss equal to the difference between the sale proceeds and income previously realized with respect to the shares of common stock. The capital gain (or their nominee) overloss) will be a long-term capital gain (or loss) if the courserecipient held the shares of common stock for more than one year after realizing income attributable to the shares of common stock, or otherwise a short-term capital gain (or loss).

To the extent that an award recipient recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which they perform services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the fiscal year ending June 30, 2021 would be 307 sharesU.S. Internal Revenue Code of Common Stock / 1,535 CDIs

Non-Executive Director’s Current Total Remuneration Table:

Recommendation

The Board (other than Mr. Louis Panaccio, who abstains given his personal interest in Proposal No. 5) recommends that stockholders vote FOR Proposal No. 5.

The Board (other than Professor Suzanne Crowe, who abstains given her personal interest in Proposal No. 6) recommends that stockholders vote FOR Proposal No. 6.

The Board (other than Mr. Louis Drapeau,Professor Suzanne Crowe, who abstains given hisher personal interest in Proposal No. 7) recommends that stockholders vote FOR Proposal No. 7.

The Board (other than Mr. Jeremy Curnock Cook, who abstains given his personal interest in Proposal No. 8) recommends that stockholders vote FOR Proposal No. 8.

The Board (other than Mr. Louis Drapeau, who abstains given his personal interest in Proposal No. 9) recommends that stockholders vote FOR Proposal No. 9.

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The Board (other than Mr. James Corbett, who abstains given his personal interest in Proposals No. 10 and No. 11) recommends that stockholders vote FOR Proposals No. 10 and No. 11.

The Board (other than Ms. Jan Stern Reed, who abstains given her personal interest in Proposals No. 12 and No. 13) recommends that stockholders vote FOR Proposals No. 12 and No. 13.

As noted above, Proposal No’s 6 – 13 (inclusive) are not interdependent Proposals. Accordingly, if only some of Proposal No’s 6 – 13 are approved by stockholders, those Proposals that are approved will remain valid even if certain of Proposal No’s 6 – 13 are not approved by stockholders. If this occurs, those non-executive directors who have the grant of NED Securities to them approved will be entitled to be granted those NED Securities whereas those non-executive directors who do not have the grant of NED Securities to them approved will not be entitled to be granted those NED Securities.

Vote Required

Approval of each of Proposal No’s 5 - 86 – 13 requires a number of “FOR” votes that is a majority of the votes cast by the holders of our shares of Common StockCompany’s stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on eachthe relevant Proposal.

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Proposal No. 14

APPROVAL OF GRANT OF RESTRICTED STOCK UNITS AND OPTIONS TO DR. MICHAEL PERRY

Background

Proposal No. 14 seeks the approval of stockholders under ASX Listing Rule 10.11 to the grant of both RSUs and options to acquire shares of common stock of the Company (including, if so elected, in the form of CDIs) to the Company’s Chief Executive Officer, Dr. Michael Perry (“CEO Securities”), on the terms and conditions of an RSU agreement (“RSU Agreement”) and an option agreement (“Option Agreement”) (as applicable) to be entered into between Dr. Perry and the Company, the proposed terms of which are respectively set out below. Each RSU on vesting will entitle Dr. Perry to be issued one fully paid share of common stock of the Company for no monetary consideration. Each option on vesting and payment of the applicable exercise price by Dr. Perry (being the closing price of the Company’s shares of common stock at close of trading on NASDAQ on the date on which the options are granted) will entitle Dr. Perry to be issued one fully paid share of common stock of the Company. Dr. Perry may (except where a cashless exercise program is implemented in respect of the relevant option) elect to acquire CDIs in place of common stock of the Company, with five CDIs being equal to one share of common stock of the Company. The RSU Agreement and the Option Agreement are referred to collectively as the “CEO Security Agreements”.

If stockholder approval is obtained, the CEO Securities will be granted under and subject to the terms of the RSU Agreement and the Option Agreement (as applicable). If stockholder approval is not obtained, the CEO Securities will not be granted to Dr. Perry.

An RSU is a “restricted stock unit”, which is an unfunded and unsecured contractual entitlement to be issued or transferred a share of common stock of the Company for each RSU on a future date (after the vesting of the entitlement).

ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that a company must not, subject to specified exceptions, issue or agree to issue any equity securities to a related party, which includes a director, without stockholder approval. If stockholder approval in relation to Proposal No. 14 is received, approval is not required under ASX Listing Rule 7.1 and the subsequent issue of the shares of common stock (or CDIs) upon vesting (and exercise, as applicable) of the CEO Securities will not be counted towards the Company’s 15% placement capacity restriction set out in ASX Listing Rule 7.1.

Reasons for the grant of the CEO Securities

In order to continue to incentivize the CEO in his role with the Company, the Board has approved the proposed grant of the CEO Securities to Dr. Perry.

To assist it in determining the appropriate equity awards to be granted to Dr. Perry, the Board engaged Compensia, a premier independent compensation advisory firm with a focus on technology and life sciences companies in the U.S., to complete a detailed review of the Company’s compensation arrangements for Dr. Perry to ensure that the Company’s compensation practices are competitive and aligned with U.S. compensation practices. Utilizing the data provided by Compensia, the Compensation Committee recommended to the full Board and the full Board approved the proposed grant of the CEO Securities to Dr. Perry on the basis that it believes that the CEO Securities represent reasonable remuneration for Dr. Perry. For the analysis, Compensia developed a peer group of 20 U.S. based public companies of similar size, industry, revenue, and market cap, using a rules based approach.

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The CEO Securities includes both RSUs (70% of the total grant value) and options (30% of the total grant value), with a portion of the award based on Dr. Perry’s tenure (25% of the total grant value) and the remaining portion of the award being based on specific performance objectives (75% of the total grant value). Furthermore, 67% of the performance objective grant (i.e. 50% of the total grant) is based on “stretch” performance milestones. The Board considers that the split between RSUs and options, the division between tenure-based and performance-based awards, and the vesting conditions are consistent with the strategic goals and targets of the Company and appropriately incentivize Dr. Perry, while creating a strong alignment between Dr. Perry and the Company’s stockholders.

Non-stretch performance milestones for the CEO Securities are aimed at a potential target between the 50^th-60^th percentile for CEO equity remuneration of market peers based on Compensia data and vest immediately upon achievement of the performance metric. The additional stretch performance milestones for the CEO Securities would potentially bring Dr. Perry’s equity award close to the 75^th percentile for CEO equity remuneration of market peers based on Compensia data and vest on a 3-year pro-rata basis upon achievement of the relevant performance metric.

Number of CEO Securities and vesting conditions

A summary of the CEO Securities proposed to be granted to Dr. Perry, and the vesting conditions that apply, is set forth below.

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Material terms of the CEO Security Agreements

In addition to the number, vesting conditions and other terms of the RSUs and options summarized in the table above, the following is a summary of other principal terms of the RSU Agreement and Option Agreement. This summary is qualified in its entirety by reference to the template RSU Agreement and template Option Agreement, copies of which are attached as Exhibits to this Proxy Statement.

Option Agreement

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If Dr. Perry ceases to be neither a director nor CEO of the Company prior to the relevant expiration date of the option due to being terminated for cause, the option will terminate and be forfeited immediately upon Dr. Perry’s termination, and Dr. Perry will be prohibited from exercising any portion (including any vested portion) of the option on or after the date of termination. If Dr. Perry’s service as a director or CEO of the Company is suspended pending an investigation as to whether he will be terminated for cause, all of Dr. Perry’s rights under the option, including the right to exercise any vested options, will be suspended during the investigation period. If Dr. Perry ceases to be the CEO of the Company but remains as a director or vice versa, his service with the Company will not be treated as having been terminated or ceased for the purposes of the Option Agreement.

RSU Agreement

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Certain US Federal Income Tax Consequences

The following is a brief summary of certain of the US federal income tax consequences of certain transactions under the CEO Security Agreements based on US federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this Proposal and not for the award grantee, is not intended to be complete and does not describe federal taxes other than income taxes, such as Medicare and Social Security taxes, state taxes, local taxes, or foreign taxes.

There are generally no US income tax consequences for the Company or the option holder upon the grant of a non-statutory stock option. In general, when a non-statutory stock option is exercised, the recipient will recognize ordinary income equal to the excess of the fair market value of the shares of common stock for which the option is exercised on the date of exercise over the aggregate exercise price. Upon the sale of shares of common stock acquired from exercising an option, the recipient will realize a capital gain (or loss) equal to the difference between the proceeds received and the fair market value of the shares of common stock on the date of exercise. The capital gain (or loss) will be a long-term capital gain (or loss) if the participant held the shares of common stock for more than a year after the exercise of the option, or otherwise a short-term capital gain (or loss).

RSUs will not have US tax consequences for the Company or the recipient at the time of grant. Income will be realized when the awards vest. At that time, the recipient will realize ordinary income equal to the fair market value of the shares of common stock issued to them. Upon the sale of shares of common stock received in settlement of RSUs, the recipient will realize a capital gain or loss equal to the difference between the sale proceeds and income previously realized with respect to the shares of common stock. The capital gain (or loss) will be a long-term capital gain (or loss) if the recipient held the shares of common stock for more than one year after realizing income attributable to the shares of common stock, or otherwise a short-term capital gain (or loss).

To the extent that an award recipient recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which they perform services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code and is not disallowed by the US$1 million limitation on certain executive compensation under Section 162(m) of the Code.

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Information required under ASX Listing Rules 10.11 and 10.13

For the purposes of ASX Listing Rules 10.11 and 10.13, the following information is provided:

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Recommendation

The Board (other than Dr. Michael Perry, who abstains given his personal interest in Proposal No. 14) recommends that stockholders vote FOR Proposal No. 14.

As noted above, if stockholder approval of this Proposal No. 14 is obtained, the CEO Securities will be granted under and subject to the terms of the RSU Agreement and Option Agreement (as applicable). If stockholder approval of this Proposal No. 14 is not obtained, the CEO Securities will not be granted to Dr. Perry.

Vote Required

Approval of Proposal No. 14 requires a number of “FOR” votes that is a majority of the votes cast by the Company’s stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote on the Proposal.

Voting Exclusion Statement

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Proposal No. 915

SAY ON PAY

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT UNDER “EXECUTIVE COMPENSATION”

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) provides stockholders with the opportunity to vote, on an advisory basis, to approve the Company’s compensation policies. The Board of Directors believes that the Company’s compensation policies and procedures are aligned with the long-term interests of stockholders. As described in detail under the Executive Compensation discussion section in the Annual Report on Form 10-K, which was filed with the SEC and ASX on August 26, 2021 (United States) / August 27, 20202021 (Australia) (the “10-K”), we believe that our compensation program is designed to support our long-term business strategies and creation of stockholder value by emphasizing long-term alignment with our stockholders and pay-for-performance. You are encouraged to read the Executive Compensation discussion section of the 10-K for additional details on our executive compensation, including our philosophy and objectives and the 20202020-2021 compensation of our named executive officers. This non-binding advisory “say-on-pay” vote gives you as a stockholder the opportunity to endorse our executive compensation program through the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Executive Compensation discussion, compensation tables and narrative discussion contained in our 10-K is hereby APPROVED.”

As an advisory vote, this proposalProposal is non-binding. However, the Board of Directors and the Compensation Committee value the opinions of stockholders and will consider the outcome of the vote when making future compensation decisions for the named executive officers.

Our Board of Directors recommends a vote “FOR” the advisory approval of the compensation of our named executive officers as disclosed in thisour 10-K under the heading “Executive Compensation.”

Vote Required

Non-binding, advisory approval of the advisory proposal on the compensation of our named executive officers as disclosed in the “Executive Compensation” discussion section in the Annual Report on the 10-K requires the affirmative vote of a majority of the shares of the Company’s Common Stock present in person or represented by proxy at the annual meeting.Annual Meeting. Abstentions will have the same effect as votes “AGAINST” this proposal,Proposal, whereas “broker non-votes” will not be counted for the purposes of determining whether this advisory proposal has been approved.

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OTHER MATTERS

The Board of Directors does not know of any matters other than those mentioned above to be presented at the meeting. However, if other matters properly come before the meeting, the individual named in the accompanying proxy shall vote on such matters in accordance with his or her best judgment.

ANNUAL REPORT

Our annual report to stockholders concerning our operations during the fiscal year ended June 30, 2020,2021, including audited financial statements, has been distributed to all stockholders as of the Record Date. The annual report is not incorporated in the proxy statement and is not to be considered a part of the soliciting material.

UPON WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2020,2021 TO EACH STOCKHOLDER OF RECORD, TO EACH HOLDER OF CDIS OR TO EACH STOCKHOLDER WHO OWNED OUR COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE CLOSE OF BUSINESS ON                      SEPTEMBER 10, 2020 (PACIFIC STANDARD TIME). ANY REQUEST BY A STOCKHOLDER OR CDI HOLDER FOR OUR ANNUAL REPORT ON FORM 10-K SHOULD BE SENT TO INVESTOR RELATIONS AT AVITA THERAPEUTICS,MEDICAL, INC., 28159 AVENUE STANFORD, SUITE 220, VALENCIA, CA 91355.

REQUIREMENTS FOR STOCKHOLDER PROPOSALS TO BE BROUGHT BEFORE THE 20212022 ANNUAL MEETING OF STOCKHOLDERS

Stockholders’ proposals intended to be presented at next year’s Annual Meeting of Stockholders must be submitted in writing to General Counsel at AVITA Therapeutics,Medical, Inc., 28159 Avenue Stanford, Suite 220, Valencia, CA 91355 no later than May     __, 2021, 2022 for inclusion in the Company’s proxy statement and form of proxy for that meeting. In addition, all proposals will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in Company-sponsored proxy materials.

The proxy solicited by the Company for the 20212022 Annual Meeting of Stockholders will confer discretionary authority on the Company’s proxies to vote on any proposal presented by a stockholder at that meeting for which the Company has not been provided with notice on or prior to September 1, 2021.2022.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and special reports, proxy statements and other information with the SEC. Stockholders may read and copy any reports, statements, or other information that we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. Our public filings are also available from commercial document retrieval services and at the SEC’s website located at http://www.sec.gov.

Copies of announcements made by the Company to the ASX are available on ASX’s website (www.asx.com.au).

STOCKHOLDERS AND CDI HOLDERS SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE THEIR SHARES (INCLUDING SHARES REPRESENTED BY CDIS) AT THE ANNUAL MEETING. NO ONE HAS BEEN AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED SEPTEMBER __,OCTOBER     ,

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2020.2021. STOCKHOLDERS AND CDI HOLDERS SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE.

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ANNEX A

AVITA THERAPEUTICS,MEDICAL, INC.

2020 OMNIBUS INCENTIVE PLAN

1. General.TEMPLATE RESTRICTED STOCK UNIT GRANT AGREEMENT¹

1.1 PurposeNON-EMPLOYEE DIRECTOR. The purposes

Notice of this Plan areRestricted Stock Unit Grant

AVITA Medical, Inc. (formerly, AVITA Therapeutics, Inc.) (the “Company”) has awarded to attract and retainyou (“Grantee”) restricted stock units (“Restricted Stock Units”) covering the best available personnel for the Company and its Affiliates, to provide additional incentives to such personnel and to promote the successnumber of the businessshares of the Company and its Affiliates. Common Stock set forth below (the “Restricted Stock UnitGrant” or “Grant”).

Capitalized terms used but not defined in the text are defined in Section 16.

1.2 AvailableGrants. The Plan provides for the grantthis Notice of the following Grants: (a) Incentive Stock Options, (b) Nonstatutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock Grants, (e) Restricted Stock Unit Grants, (f) Performance Grants,Grant (this “Notice”) have the meanings specified in the attached Restricted Stock Unit Terms and (g) Other Grants.

2. Shares SubjectConditions (including any appendices and exhibits attached thereto). The Notice and the Restricted Stock Unit Terms and Conditions are collectively referred to as the “GrantAgreement” applicable to the Plan.Restricted Stock Units.

2.1 NumberofSharesAvailable. Subject to any Capitalization AdjustmentBy accepting (whether electronically or otherwise) the Restricted Stock Unit Grant, Grantee acknowledges and any other applicable provisions in the Plan, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will not exceed 1,750,000 Shares (the “Share Reserve”).

2.2 ShareRecycling. Following the Effective Date, any Shares subject to an outstanding Grant will be returnedagrees to the Share Reserve and will be available for issuance in connection with subsequent Grants under this Plan to the extent such Shares: (a) are cancelled, forfeited, or settled in cash; (b) are used to pay the Exercise Price of such Grant or any Tax-Related Items arising in connection with vesting, exercise or settlement of such Grant; (c) are surrendered pursuant to an Exchange Program; (d) expire by their terms at any time; or (e) are reacquired by the Company pursuant to a forfeiture provision or repurchase right by the Company (“Returning Shares”). Accordingly, the Share Reserve is a limitation on the number of Shares that may be issued pursuant to the Plan and does not limit the granting of Grants, since Returning Shares can be granted subject to Grants more than once. To the extent permitted by Applicable Law, Shares subject to Substitute Grants (as defined in Section 13.2) will not be deducted from the Share Reserve; provided that (i) Substitute Grants issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the Incentive Stock Option Limit, and (ii) Shares subject to any Substitute Grant may not be returned to the Share Reserve as Returning Shares.

2.3 IncentiveStockOptionLimit. Subject to the provisions relating to Capitalization Adjustments, the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options is the Share Reserve set forth in Section 2.1 (the “Incentive Stock Option Limit”).

2.4 AdjustmentofShares. If the number of outstanding Shares is changed or the value of the Shares is otherwise affected by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off or similar change in the capital structure of the Company or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), without consideration (a “Capitalization Adjustment”), then (a) the maximum number and class of Shares or type of security reserved for issuance and future grant from the Share Reserve set forth in Section 2.1, (b) the Exercise Price, Purchase Price, and number and class of Shares or type of security subject to outstanding Grants, and (c) the number and class of Shares subject to the Incentive Stock Option Limit set forth in Section 2.3, will, subject to any required action by the Board or the stockholders of the Company and subject to compliance with, and to the extent permitted by, all Applicable Laws be proportionately adjusted or adjusted in such other manner as the Committee determines to befollowing:

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equitably required; provided that fractions of a Share will not be issued. In this respect, where the ASX Listing Rules apply, the Committee shall make such adjustments as are necessaryAVITA MEDICAL, INC.

TEMPLATE RESTRICTED STOCK UNIT GRANT AGREEMENT

NON-EMPLOYEE DIRECTOR

Restricted Stock Unit Terms and in accordance with the ASX Listing Rules to the number, class or type of Shares or securities that are subject to the Grant, the Exercise Price or Purchase Price of the Grant and such other adjustments as are appropriate in the discretion of the Committee and in accordance with the ASX Listing Rules. Such adjustments may provide for the elimination of fractional Shares that may otherwise be subject to Grants without any payment therefor.

2.5 Source of Shares; Use of ProceedsConditions. The Shares issuable under the Plan will be authorized but unissued or forfeited shares, treasury shares or shares reacquired by the Company in any manner. At all times the Company will reserve and keep available a sufficient number of Shares as are reasonably required to satisfy the requirements of all Grants granted and outstanding under this Plan. Proceeds from the sale of Shares pursuant to Grants will constitute general funds of the Company.

3. Eligibility.

3.1 General. Incentive Stock Options may be granted only to Employees of the Company, its Parent and any Subsidiary. All other Grants may be granted to Employees, Consultants and Directors, provided such Consultants and Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

3.2 Limitation on Grants to Non-Employee Directors. The maximum number of Shares subject to Grants (and of cash subject to cash-settled Grants) granted under the Plan or otherwise during any one fiscal year to any Non-Employee Director for service on the Board, taken together with any cash fees paid by the Company to such Non-Employee Director during such fiscal year for service on the Board, will not exceed $150,000 in total value (calculating the value of any such Grants based on the grant date fair value of such Grants for financial reporting purposes).

4. Options and Stock Appreciation Rights.

Subject to the requirements of Applicable Law, each Option or Stock Appreciation Right will be in such form and will contain such terms and conditions as the Committee deems appropriate. Each Stock Appreciation Right will be denominated in Share equivalents. The provisions of separate Options or Stock Appreciation Rights need not be identical; provided, however, that each Grant Agreement will conform (through incorporation of provisions hereof by reference in the applicable Grant Agreement or otherwise) to the substance of each of the following provisions. Dividend Equivalent Rights shall not be granted in connection with an Option or Stock Appreciation Right.

At all times while the Company is subject to the ASX Listing Rules, the Company may not issue Options if to do so would result in there being more Options on issue than underlying Shares in the Company, except as permitted under the ASX Listing Rules.

4.1 Type of Option Grant. All Options will be separately designated as Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for Shares purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under Applicable Law, then the Option (or portion thereof) will be a Nonstatutory Stock Option. At all times while the Company is subject to the ASX Listing Rules, no Option can be exercisable over a percentage of the Company’s capital.

4.2 Exercise Period; Term. Options and Stock Appreciation Rights may be exercisable within the times or upon the events determined by the Committee and as set forth in the Grant Agreement governing such Grant. No Option or Stock Appreciation Right will be exercisable after the expiration of ten (10) years from the date the

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Option or Stock Appreciation Right is granted, or such shorter period specified in the Grant Agreement. In addition, in the case of an Incentive Stock Option granted to a person who, at the time the Incentive Stock Option is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Holder”), such Option may not be exercisable after the expiration of five (5) years from the date the Incentive Stock Option is granted. The Committee also may provide for Options or Stock Appreciation Rights to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

4.3 ExercisePrice. The Exercise Price of an Option or Stock Appreciation Right will be such price as is determined by the Committee and set forth in the Grant Agreement; provided that (a) in the case of an Incentive Stock Option (i) granted to a Ten Percent Holder, the Exercise Price will be no less than one hundred ten percent (110%) of the Fair Market Value on the date of grant and (ii) granted to any other Employee, the Exercise Price will be no less than one hundred percent (100%) of the Fair Market Value on the date of grant, and (b) in the case of a Nonstatutory Stock Option or Stock Appreciation Right, the Exercise Price will be such price as is determined by the Committee, provided that, if the Exercise Price is less than one hundred percent (100%) of the Fair Market Value on the date of grant, it will otherwise comply with all Applicable Laws, including Section 409A of the Code. Notwithstanding the foregoing, an Option or Stock Appreciation Right may be granted with an Exercise Price lower than one hundred percent (100%) of the Fair Market Value in connection with an assumption of or substitution for another award as provided in Section 13.2 of the Plan.

4.4 MethodofExercise. An Option or Stock Appreciation Right will be deemed exercised only when the Company receives: (a) notice of exercise (in such form as the Plan Administrator may specify from time to time, including via electronic execution through an authorized third-party administrator) from the person entitled to exercise the Option or Stock Appreciation Right; (b) in the case of an Option, full payment of the applicable Exercise Price in accordance with Section 9 of the Plan and the applicable Grant Agreement, and (c) payment of applicable Tax Related Items, as determined by the Plan Administrator. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except in connection with a Capitalization Adjustment. Subject to Section 2.2, exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

4.5 Settlement of a Stock Appreciation Right. Upon exercise of a Stock Appreciation Right, a Grantee will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Committee, the payment from the Company for the Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof. No fractional Share will be deliverable upon the exercise of a Stock Appreciation Right but a cash payment will be made in lieu thereof. No Grantee shall, as a result of receiving a Stock Appreciation Right, have any rights as a stockholder of the Company or any Affiliate until the date that the Stock Appreciation Right is exercised and then only to the extent that the Stock Appreciation Right is settled by the issuance of Shares and the Grantee being registered as the holder of Shares received on settlement of the Stock Appreciation Right.

4.6 Post-Termination Exercise Period. Unless explicitly provided otherwise in a Grantee’s Grant Agreement, if a Grantee’s Continuous Service Status is terminated, the Grantee (or his or her legal representative, in the case of death) may exercise his or her Option or Stock Appreciation Right (to the extent such Grant was exercisable on the termination date) within the following period of time following the termination of the Grantee’s Continuous Service Status:

(a) three (3) months following a termination of a Grantee’s Continuous Service Status by the Company without Cause or by the Grantee for any reason (other than due to death or Disability);

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