Proposal 7 — Approval, on an Advisory Basis, of Executive Compensation

The proposal to approve, on an advisory basis, the compensation awarded to the named executive officers for the fiscal year ended December 31, 2016 requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no direct effect on the outcome of this proposal.

Proposals 8 through 13 — Approval of the Grant of Stock Options to Directors

Each of the proposals to approve the grant of 10,500 options to purchase 10,500 shares of common stock under the 2010 Equity Incentive Plan, as amended, to each of the non-executive directors of the Company requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” these proposals. Broker non-votes will have no direct effect on the outcome of these proposals.

Proposals 14 through 19— Approval of the Award of Restricted Stock Units to Directors

Each proposal to approve the award of 6,000 restricted stock units for 6,000 shares of common stock under the 2010 Equity Incentive Plan, as amended, to each non-executive director of the Company requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” these proposals. Broker non-votes will have no direct effect on the outcome of these proposals.

Voting Exclusion Statement:  

The Company will disregard any votes cast on Proposals 2 through 4 by:

The Company will disregard any votes cast on Proposal 5 by:

The Company will disregard any votes cast on Proposals 8 through 19 by any director of REVA and by any associate of any director of REVA.

However, the Company need not disregard a vote cast on Proposals 2 through 5 or Proposals 8 through 19 if:  

How do I vote my shares of REVA common stock?

If you are a stockholder of record, you can vote in the following ways:

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If your shares are held through a benefit or compensation plan or in street name, your plan trustee or your bank, broker, or other nominee should give you instructions for voting your shares. In these cases, you may vote by Internet, telephone, or mail by submitting a Voting Instruction Form.

If you satisfy the admission requirements to the Annual Meeting, as described below under the heading “How do I attend the Annual Meeting?” you may vote your shares in person at the meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone, or mail so that your vote will be counted in the event you later decide not to attend the Annual Meeting. Shares held through a benefit or compensation plan cannot be voted in person at the Annual Meeting.

How do I vote if I hold CDIs?

Each CDI holder is entitled to direct CDN to vote one vote for every ten (10) CDIs held by such holder. Those persons holding CDIs are entitled to receive notice of and to attend the Annual Meeting and any adjournment or postponement thereof, and may direct CDN to vote their underlying shares of common stock at the Annual Meeting by voting online at www.investorvote.com.au , or by returning the CDI Voting Instruction Form to Computershare, the agent we designated for the collection and processing of voting instructions from our CDI holders, no later than 4:30 p.m. on 31 May 2017 Australian Eastern Standard Time (which is 11:30 p.m. on May 30, 2017 U.S. Pacific Daylight Time) 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:

As holders of CDIs will not appear on REVA’s share register as the legal holders of the shares of common stock, they will not be entitled to vote at our stockholder meetings unless one of the above steps is undertaken.

How do I attend the Annual Meeting?

Admission to the Annual Meeting is limited to REVA stockholders and CDI holders, one member of their immediate families, or their named representatives. We reserve the right to limit the number of immediate family members or representatives who may attend the meeting. Stockholders of record, holders of CDIs of record, immediate family member guests, and representatives will be required to present government‑issued photo identification (e.g., driver’s license or passport) to gain admission to the meeting. Please be advised that no cameras, recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the meeting.

To register to attend the Annual Meeting, please contact REVA’s investor relations as follows:

Please include the following information in your request:

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What does it mean if I receive more than one Notice of Annual Meeting of Stockholders?

It generally means you hold shares registered in multiple accounts. To ensure that all your shares are voted, please submit proxies or voting instructions for all of your shares.

May I change my vote or revoke my proxy?

Yes.

If you are a stockholder of record, you may change your vote or revoke your proxy by:

The written statement or subsequent proxy should be delivered to REVA Medical, Inc., 5751 Copley Drive, San Diego, California 92111, U.S.A., Attention:  Corporate Secretary, or hand delivered to the Corporate Secretary, before the taking of the vote at the Annual Meeting. If you are a beneficial owner and hold shares through a broker, bank, or other nominee, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank, or other nominee) giving you the right to vote the shares.

If you are a holder of CDIs and you direct CDN to vote by completing the CDI Voting Instruction Form, you may revoke those directions by delivering to Computershare, no later than 4:30 p.m. on 31 May 2017 Australian Eastern Standard Time (which is 11:30 p.m. on May 30, 2017 U.S. Pacific Daylight Time), a written notice of revocation bearing a later date than the CDI Voting Instruction Form previously sent.

Could other matters be decided at the Annual Meeting?

We are currently unaware of any matters to be raised at the Annual Meeting other than those presented in this Proxy Statement. If other matters are properly presented for consideration at the Annual Meeting and you are a stockholder of record and have submitted your proxy, the persons named in your proxy will have the discretion to vote on those matters for you.

Who will pay for the cost of soliciting proxies?

We will pay the cost of soliciting proxies, including the cost of preparing and mailing proxy materials. Proxies may be solicited on our behalf by directors, officers, or employees (for no additional compensation) in person or by telephone, electronic transmission, and facsimile transmission.

If we hire soliciting agents, we will pay them a reasonable fee for their services. We will not pay directors, officers, or other regular employees any additional compensation for their efforts to supplement our proxy solicitation. We anticipate that banks, brokerage houses, and other custodians, nominees, and fiduciaries may forward soliciting material to the beneficial owners of shares of common stock entitled to vote at the Annual Meeting and that we will reimburse those persons for their out‑of‑pocket expenses incurred in this connection.

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PROPOSAL 1 — ELEC TION OF DIRECTORS

At the Annual Meeting, our stockholders will be asked to elect the two directors nominated for election as Class I directors. Our Board of Directors currently consists of seven members and is divided into three classes; Class I and Class III comprise two directors each and Class II comprises three directors. The directors in each class serve three‑year terms and in each case until their respective successors are duly elected and qualified. The Board unanimously nominated Brian H. Dovey for reelection and Regina E. Groves for election at the 2017 Annual Meeting as the two Class I directors.

If elected, the two directors nominated as Class I directors will serve until the Company’s annual meeting of stockholders in 2020, and in each case until their successors are elected and qualified, or until their earlier resignation or removal. Both nominees have indicated their willingness to serve if elected, but if either should be unable to serve or for good cause will not serve, the shares represented by proxies may be voted for a substitute as REVA may designate, unless a contrary instruction is indicated in the proxy.

Vote Required for Approval

Directors are elected by a plurality of the votes cast at the Annual Meeting, which means that the director nominees receiving the highest number of “FOR” votes will be elected as Class I directors. Abstentions and broker non‑votes are not counted as votes cast with respect to that director, and will have no direct effect on the outcome of the election of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

PROPOSAL 2 — ISSUANCE OF NOTES UNDER THE TRANCHE 2 OFFER

Background

We are a medical device company that is focused on developing and commercializing products for use in humans, utilizing our proprietary polymer technologies. On April 3, 2017, our first product was approved for sale under a CE Mark, which allows us to commercialize in Europe and other jurisdictions that recognize the CE Mark. Our product development efforts have been funded with a variety of capital received from angel investors, venture capitalists, strategic partners, hedge funds, and the proceeds from our initial public offering of CDIs completed in December 2010. Additionally, to further our development and testing efforts and to provide the capital required through our application for CE Marking of our Fantom scaffold, we entered into a Convertible Note Deed on September 25, 2014 (the “2014 Deed”), pursuant to which we issued 250 Notes (the “2014 Notes”), each with a face value of US$100,000, to the noteholders thereunder (the “2014 Noteholders”) along with 8,750,000 options to purchase common stock; such issuance was made on November 14, 2014.

We have been placing significant effort into completing a financing during 2017 to provide ongoing funds for our operating and capital needs, including the commercialization of our Fantom scaffold and additional clinical trials. In connection therewith, on April 22, 2017, we entered into a Convertible Note Deed (the “2017 Deed”) with the investors listed on Schedule 1 and Schedule 2 thereto (the “Noteholders”).

A copy of the 2017 Deed (which sets out the full terms and conditions on which the Notes and Options will be issued to the Noteholders) is set forth in Annex A hereto and incorporated herein by reference.

Under the 2017 Deed, the Company has agreed to issue up to US$52.5 million of senior unsecured convertible notes, each having an issue price of US$100,000 and a face value of US$100,000 (the “Notes”), in transactions that will generate gross proceeds of at least US$45.0 million, and potentially up to US$52.5 million in additional funding to the Company, exclusive of costs of the transaction and the purchase price for the buy-back of shares from Medtronic, Inc. as described below. In addition, as further consideration for the Noteholders agreeing to subscribe for the Notes, we agreed to issue 4,500 options for each Note purchased by the Noteholders, with each option entitling the holder thereof to subscribe for one share of our common stock (the “Options”) (together, the issuance of the Notes and the Options is referred to as the “2017 Convertible Note Offering”). The Notes and Options are being offered under a prospectus prepared in accordance with the requirements of Chapter 6D of the Australian Corporations Act 2001 (Cth) , a copy of which was lodged with ASIC and ASX on April 24, 2017 (the “Prospectus”). The Prospectus also contains details of the buy-back of shares from Medtronic.

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Due to the 2017 Convertible Note Offering’s size exceeding the Company’s 15 percent issuance capacity under ASX Listing Rule 7.1, the offering under the 2017 Deed will take place in two tranches. The first tranche closed on May 4, 2017 with the issue of 338 Notes and 1,521,000 Options to raise aggregate gross proceeds of US$33.8 million (the “Tranche 1 Offer”) to the Company (noting that the Company received approximately US$21.3 million in net proceeds because on May 4, 2017, the Company , in conjunction with the issue of Notes to Medtronic, Inc. under the Tranche 1 Offer, bought back all of the shares held by Medtronic, Inc. for an amount of US$7.212 per share, aggregating total consideration of US$12,493,059, which was offset against the amount payable by Medtronic, Inc. for its subscription of Notes and Options under the Tranche 1 Offer). The Tranche 1 Offer was within the Company’s 15 percent issuance capacity and, therefore, did not require stockholder approval under ASX Listing Rule 7.1. The second tranche will require stockholder approval for the purposes of ASX Listing Rule 7.1 and therefore, will occur if and when stockholder approval pursuant to Proposals 2 through 4 has been obtained (“Tranche 2 Offer”).

If Proposals 2 through 4 are approved, the Tranche 2 Offer will proceed and the persons listed on Schedule 2 of the 2017 Deed, together with any new investors made party to the 2017 Deed through the execution of an instrument of adherence, would be issued up to 187 Notes and up to 841,500 Options in exchange for up to US$18.7 million cash proceeds to the Company.

Under the 2017 Deed, full conversion of all of the Notes at the maximum issuable of US$52.5 million at the initial conversion price would result in a maximum of approximately 6,065,858 shares of our common stock (equivalent to 60,658,580 CDIs) being issued, subject to any adjustment of the conversion price as further described in the 2017 Deed (a copy of which is set forth in Annex A hereto) and in the summary of the terms of the Notes set forth in Annex B hereto. Full exercise of all Options that may be issued under the 2017 Deed would result in a total of 2,362,500 shares of our common stock (equivalent to 23,625,000 CDIs) being issued. The maximum number of Notes and Options issuable under the 2017 Deed may be, respectively, converted into and exercised to acquire an aggregate of approximately 17.0 percent of our outstanding common stock (excluding any shares of Common Stock or CDIs currently held by the Investors and assuming no options or convertible securities are exercised or converted other than those issued under the 2017 Deed in this offering, but assuming buy-back of the shares held by Medtronic, Inc.).

The Noteholders are not associates and each of them has independently formed the decision to invest in the Company on the terms of the 2017 Deed. However, as a result of converting the Notes or exercising the Options to be issued in accordance with the 2017 Deed, certain of the Noteholders, whether acting together or independently, may be able to exert a significant degree of influence over our management and affairs and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. A significant concentration of ownership could harm the market price of our shares and CDIs by delaying or preventing a change of control, even if a change of control is in the best interests of our stockholders. In addition, the interests of the holders of the Notes and the Options may not always coincide with the interests of our existing stockholders.

The 2017 Deed contains a number of restrictive covenants that will impose operating and financial restrictions on the Company and may limit the Company’s ability to engage in acts that may be in its long-term best interest, including restrictions on the Company’s ability to:

Prior to issuance of the Notes and Options, we entered into an amendment to the Amended and Restated Investors’ Rights Agreement between the Company, each Noteholder, and each investor that is a party to the existing Amended and Restated Investors’ Rights Agreement dated September 25, 2014 (the “Amendment”). The Amendment is substantially in the form set forth in Schedule 8 to the 2017 Deed and provides each Noteholder, subject to the terms and conditions therein, with the right to require the Company to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to facilitate the sale of any securities in the Company held by each party to the Amended and Restated Investors’ Rights Agreement.

Additionally, prior to issuance of the Notes and Options, Regina E. Groves, our Chief Executive Officer, entered into a Lock-Up Agreement with the Noteholders whereby she has agreed not to offer, sell, pledge, or otherwise dispose of any shares or CDIs of the Company, subject to certain exceptions as further described in the form of Lock-Up Agreement in Schedule 10 of the 2017 Deed.

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As a condition precedent to the issue of the Notes and Options, the Company has entered into the Second Amendment to the 2014 Deed which, subject to stockholder approval under Proposal 4, effects certain amendments to the convertible notes issued by the Company in 2014, in order to, among other things, remove the 2014 Noteholders’ option to request redemption of the notes prior to maturity, remove the automatic conversion provision of the 2014 Notes, and subordinate the 2014 Notes to the new Notes.

Terms of the Notes

A summary of certain of the key terms of the Notes is set forth in Annex B hereto and a copy of the 2017 Deed (which sets out the full terms and conditions of the Notes and Options) is set forth in Annex A hereto.

The Notes are direct, unsubordinated, unconditional, and unsecured obligations of the Company and have a face value of US$100,000 per Note. The Notes do not provide the holder voting rights at stockholder meetings of the Company unless and until converted. Interest accrues on the Notes at the rate of 8.0 percent per annum (increased to 10.0 percent per annum if any payments are past due), compounded annually, but is only payable upon redemption of the Notes for cash. No interest is payable on any Note that is converted in accordance with the terms of the 2017 Deed. On the earlier to occur of an event of default (as defined in the 2017 Deed) or 60 months after the date of issuance of the Notes, the Company is required to redeem all Notes that have not otherwise been converted, redeemed, or cancelled, at an amount equal to face value plus all accrued interest.

In addition, a Noteholder may elect to redeem all or some of its Notes that have not otherwise been converted, redeemed, or cancelled 30 months after the date of issuance, at an amount equal to face value plus all accrued interest, upon providing the Company with at least 30 calendar days’ prior written notice. If the Company is unable to satisfy its obligation upon such an election, two persons approved by a Resolution of Noteholders are to be appointed as directors of the Company until the Company has satisfied its obligation to redeem, pay, or repay the Noteholder(s), with one such director being nominated by HEC Master Fund L.P. and the other being appointed by the Noteholder with the highest proportion of Shares or CDIs, with such director being appointed the chair of the Financing Committee (see below); and the Board must establish a Financing Committee to consider and recommend to the Board how the Company should satisfy its obligations to redeem, pay, or repay the Noteholders; and the Company must, undertake all actions to implement the recommendations made by the Financing Committee (unless the Board has determined that such actions would be inconsistent with fiduciary or statutory duties) in relation to repayment and redemption of the relevant Noteholders.

The Notes will at all times rank pari passu in right of payment with all other existing and future unsecured and unsubordinated senior obligations of the Company (other than unsecured obligations preferred by mandatory provisions of law) and senior in right of payment to all existing and future subordinated obligations of the Company. The notes issued pursuant to that certain Convertible Note Deed, dated September 25, 2014, by and among the Company, Goldman Sachs International and Senrigan Master Fund (“Senrigan”) have been expressly subordinated to the Notes.

At any time following the date of issuance of the Notes but prior to the maturity date, a Noteholder may give the Company an irrevocable notice electing to convert (the “Conversion Notice”), at the then effective conversion price, all or some of the Notes held by the Noteholder and specifying the number of Notes the Noteholder is electing to convert into shares of our common stock (represented by CDIs).

The terms of the Notes contain provisions for the adjustment of the conversion price, which will initially be US$8.655 per share of our common stock (or US$0.8655 per CDI). Specifically, upon the occurrence of certain events, including a reorganization of issued capital, certain dividends, or distributions and issuances by the Company of equity securities at a price below current market value, the conversion price will be adjusted to ensure the economic value of the Notes is not adversely affected. Also, the conversion price will be adjusted downward to the greater of (a) the price per share at which shares are issued in an IPO multiplied by 1.2, or (b) the conversion price in effect immediately before such IPO divided by 1.2 if the offering price of such IPO is lower than the then effective conversion price per share.

In addition, upon certain change of control events, as further described in the 2017 Deed, each Noteholder may give the Company an irrevocable notice requiring the Company to redeem all or any part of their Notes for the greater of the face value of the Notes plus accrued interest or the Cash Settlement Amount.

The CDIs or shares of our common stock issued or transferred and delivered upon Conversion of the Notes will be fully paid and will in all respects rank pari passu with the fully paid CDIs or shares of our common stock on issue on the relevant conversion date.

Further details about the terms of the Notes can be found in Annexes A and B hereto.

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Use of Proceeds

The Company intends to use the net proceeds raised from the 2017 Convertible Note Offering, including the Tranche 2 Offer, to provide funding for the Company’s ongoing operating and capital needs including commercial launch activities, ongoing and expanded clinical trials, and feasibility testing and development of additional technologies.

ASX Listing Rules

We are seeking the approval of our stockholders for the purpose of issuing Notes and Options under the Tranche 2 Offer pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 prohibits, subject to certain exceptions, a company from issuing or agreeing to issue equity securities that would represent more than 15 percent of the company’s ordinary securities on issue 12 months prior to the date of issue (or agreement to issue) of such securities, without prior approval of a company’s stockholders.

The shares of common stock (represented by CDIs) that may be issued on conversion of the Notes and on exercise of the Options to be issued in the Tranche 2 Offer under the 2017 Deed, together with the Notes and Options issued in the Tranche 1 Offer, would exceed the 15 percent issuance limit under ASX Listing Rule 7.1; accordingly, approval of the Company’s stockholders is required for the issuance of the Notes and Options under the Tranche 2 Offer.

By approving the issue of Notes and Options under the Tranche 2 Offer, such securities will also be excluded from the calculation of the number of securities that can be issued by the Company in the 12-month period following the date of their issue under ASX Listing Rule 7.1, therefore providing the Company with flexibility to issue further securities in the next 12 months, if the Board considers it is in the interests of the Company and its stockholders to do so.

In accordance with ASX Listing Rule 7.3, the following additional information is provided in relation to Proposal 2:

Consequences if the Proposal is Approved or Not Approved

If Proposal 2 is approved, and if Proposals 3 and 4 are also approved, the Company will be authorized to issue Notes under the Tranche 2 Offer.

If Proposal 2 is not approved, the Company would be unable to raise minimum gross proceeds of at least US$42.5 million by the issue of Notes by June 30, 2017, which will constitute an event of default under the terms of the Notes with the result that the Majority of Noteholders may declare the Notes immediately due and payable. If that occurs, the Company would need to raise funds from alternative sources in order to redeem the Notes and there is no guarantee that it would be able to do so.

Vote Required for Approval

Approval of Proposal 2 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no direct effect on the outcome of this proposal.

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Voting Exclusion Statement

The Company will disregard any votes cast on Proposal 2 by:

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy card, or it is cast by the person chairing the Annual Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy card to vote as the proxy decides.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE ISSUANCE OF NOTES UNDER THE TRANCHE 2 OFFER.

PROPOSAL 3 — issuance of Options UNDER THE TRANCHE 2 OFFER

Background

As described in Proposal 2 above, the Company entered into the 2017 Convertible Note Deed on April 22, 2017 with several investors to provide funding for the Company’s ongoing operating and capital needs. Under the 2017 Deed, the Company agreed to issue up to US$52.5 million of convertible notes under the Prospectus, which was prepared in accordance with the requirements of Chapter 6D of the Australian Corporations Act 2001 (Cth) , and lodged on ASIC on April 24, 2017.

Under the 2017 Note Deed, in addition to issuing up to 525 Notes, each with a face value of US$100,000, we will issue 4,500 Options for each Note issued to a Noteholder, up to an aggregate maximum of 2,362,500 Options.

Due to the 2017 Convertible Note Offering’s size exceeding the Company's 15 percent issuance capacity under ASX Listing Rule 7.1, the offering under the 2017 Deed will take place in two tranches. The Tranche 1 Offer took place on May 4, 2017 with the issue of 338 Notes and 1,521,000 Options to raise US$33.8 million, exclusive of costs of the transaction and the buy-back of shares from Medtronic, Inc. as described in the Prospectus. The Tranche 1 Offer was within the Company’s 15 percent issuance capacity and, therefore, did not require stockholder approval under ASX Listing Rule 7.1. The Tranche 2 Offer will require stockholder approval for the purposes of ASX Listing Rule 7.1 and, therefore, will occur if and when stockholder approval pursuant to Proposals 2 through 4 has been obtained (“Tranche 2 Offer”).

Terms of the Options

A summary of certain key terms of the Options is set out in Annex C hereto. A copy of the 2017 Deed (which sets out the full terms and conditions on which the Options will be issued to the Noteholders) is set forth in Annex A hereto.

The Options may be exercised at any time on or after the date of issuance. The Options will lapse 60 months from the date of issuance unless exercised. The Options will not be quoted on ASX. Shares of our common stock or CDIs issued pursuant to an exercise of the Options will rank, from the date of exercise, equally with the existing shares of common stock and CDIs of the Company in all respects.

The Options have an initial exercise price of US$5.00 per share of our common stock at any time prior to our completion of a Subsequent Financing or IPO (each as defined in the 2017 Deed). The exercise price will increase to the price at which shares are issued in a Subsequent Financing or IPO, but not to a price more than US$7.212 per share, if the price per share at which shares are issued in the Subsequent Financing or IPO exceeds US$5.00 per share.

There are no participating rights or entitlements inherent in the Options and holders of the Options will not be entitled to participate in new issues of capital that may be offered to stockholders (except where a holder has exercised Options before the record date to participate in such new issue).

If there is a bonus issue to the holders of CDIs after the date of issue of the Options, the number of CDIs over which an Option is exercisable will be increased by the number of CDIs which the holder would have received if they had exercised their Options before the record date for the bonus issue.

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Additionally, if there is a pro rata issue (except a bonus issue) of securities to any holder of shares or CDIs of the Company after the date of issue of the Options, the then-applicable exercise price for the Option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

Further details about the terms of the Options can be found in Annexes A and C hereto.

Use of Proceeds

The Company intends to use the net proceeds raised from the 2017 Convertible Note Offering to provide funding for the Company’s ongoing operating and capital needs including commercial launch activities, ongoing and expanded clinical trials, and feasibility testing and development of additional technologies.

ASX Listing Rules

We are seeking the approval of our stockholders for the purpose of approving the issuance of the Options under the Tranche 2 Offer pursuant to ASX Listing Rule 7.1.

ASX Listing Rule 7.1 prohibits, subject to certain exceptions, a company from issuing or agreeing to issue equity securities that would represent more than 15 percent of the company’s ordinary securities on issue 12 months prior to the date of issue (or agreement to issue) of such securities, without prior approval of a company’s stockholder.

The shares of common stock (represented by CDIs) that may be issued on conversion of the Notes and on exercise of the Options to be issued in the Tranche 2 Offer under the 2017 Deed, together with the Notes and Options issued in the Tranche 1 Offer, would exceed the 15 percent issuance limit under ASX Listing Rule 7.1; accordingly, approval of the Company’s stockholders is required for the issuance of the Notes and Options under the Tranche 2 Offer.

By approving the issue of the Notes and Options in the Tranche 2 Offer, such securities will also be excluded from the calculation of the number of securities that can be issued by the Company in the 12-month period following the date of issue of the Notes and Options under ASX Listing Rule 7.1, therefore providing the Company with flexibility to issue further securities in the next 12 months, if the Board considers it is in the interests of the Company and its stockholders to do so.

In accordance with ASX Listing Rule 7.3, the following additional information is provided in relation to Proposal 3:

Consequences if the Proposal is Approved or Not Approved

If Proposal 3 is approved, and if Proposals 2 and 4 are also approved, the Company will be authorized to issue Options under the Tranche 2 Offer.

If Proposal 3 is not approved, the Company would be unable to raise minimum gross proceeds of at least US$42.5 million by the issue of Notes by June 30, 2017, which will constitute an event of default under the terms of the Notes with the result that the Majority of Noteholders may declare the Notes immediately due and payable. If that occurs, the Company would need to raise funds from alternative sources in order to redeem the Notes and there is no guarantee that it would be able to do so.

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Vote Required for Approval

Approval of Proposal 3 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no direct effect on the outcome of this proposal.

Voting Exclusion Statement

The Company will disregard any votes cast on Proposal 3 by:

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy card, or it is cast by the person chairing the Annual Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy card to vote as the proxy decides.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE ISSUANCE OF OPTIONS UNDER THE TRANCHE 2 OFFER.

PROPOSAL 4 — re-approval of the 2014 notes

pursuant TO amendment of the 2014 deed

Background

As described in Proposal 2 above, the Company entered into the 2017 Deed on April 22, 2017 with several investors to provide funding for the Company’s ongoing operating and capital needs. Under the 2017 Deed, the Company agreed to issue up to US$52.5 million of Notes under the Prospectus, which was prepared in accordance with the requirements of Chapter 6D of the Australian Corporations Act 2001 (Cth) , and lodged on ASIC on April 24, 2017. As a condition precedent to the issue of the Notes and Options under the 2017 Deed, the Company agreed to enter into a second amendment to the 2014 Deed (the “Second Amendment”).

Pursuant to the 2017 Deed, the Tranche 2 Offer is subject to receiving stockholder approval of the Second Amendment, in order to, among other things, remove the 2014 Noteholders’ option to request redemption of the notes prior to maturity, remove the automatic conversion provision of the 2014 Notes, and subordinate the 2014 Notes to the new Notes.

A summary of certain key terms of the 2014 Deed is set out in Annex D to this Proxy Statement. Further details about the terms of the 2014 Notes, as well as a copy of the 2014 Deed can be found in our proxy statement filed with the SEC on October 14, 2014 (File Number 000-54192) (the “October 2014 Proxy Statement”).

The Second Amendment

The Second Amendment provides for the following modifications of the 2014 Notes and the 2014 Deed:

None of the other terms of the 2014 Deed or 2014 Notes are modified by the Second Amendment.

Each of Goldman Sachs and Senrigan, as the sole 2014 Noteholders, as well as our Board of Directors, has approved the Second Amendment, which has been executed by all parties and will become effective automatically if Proposal 4 is approved.

Prior to the Second Amendment, the 2014 Deed provided the 2014 Noteholders the right to require the Company to redeem some or all of the 2014 Notes on June 30, 2017, if the 2014 Notes were not previously converted or redeemed by

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such date. The Second Amendment removes this right and that the Company would not be required to redeem the 2014 Notes until the earlier of (a) the maturity date set forth in the 2014 Deed or (b) an event of default (as defined in the 2014 Deed).

Prior to the Second Amendment, the 2014 Deed provided that the Notes would automatically convert into our common stock in the event (a) we receive CE Mark approval for Fantom , (b) the average daily volume weighted-average market price of our CDIs equaled or exceeded A$0.60 for a period of 20 consecutive trading days, and (c) we completed a listing of our common stock on NASDAQ (or any other securities exchange approved by a majority of Noteholders). The Second Amendment removes the automatic conversion provision such that conversion of the 2014 Notes would only occur upon election of the 2014 Noteholders.

The Second Amendment also provides that the 2014 Notes will be subordinate in right of payment to the Notes. This was a specifically negotiated provision of the 2017 Deed and deemed necessary to induce the Noteholders to enter into the 2017 Deed.

A copy of the Second Amendment is contained in Annex E to this Proxy Statement.

Our Board believes the modifications to the 2014 Deed are, on the whole, beneficial to the Company, including due to the fact that we would be unable to complete the offer of Notes and Options under the 2017 Deed without the Second Amendment. The removal of the early redemption feature means that the Company will have additional time prior to a possible redemption of the 2014 Notes. Also, though the automatic conversion of the 2014 Notes would mean the Company would not be required to redeem them at maturity, based on the current trading price of our common stock, we believe that the 2014 Noteholders will elect to convert their 2014 Notes on or prior to the maturity date, absent any significant reduction in our share price.

If Proposal 4 is passed, the remainder of the 2014 Deed will remain unchanged.

ASX Listing Rules

ASX Listing Rule 7.1 broadly provides, subject to certain exceptions, that stockholder approval is required for the issuance of our securities where the securities proposed to be issued would represent more than 15 percent of our ordinary securities on issue 12 months prior to the date of issue of such securities. The shares of common stock (represented by CDIs) that may be issued on conversion of the 2014 Notes issued under the 2014 Deed would exceed the number of securities that can be issued pursuant to ASX Listing Rule 7.1 without obtaining stockholder approval. While stockholder approval for the issue of the Notes was obtained at the meeting held on October 30, 2014, ASX is of the view that the Second Amendment is a material amendment to the Notes and that the Second Amendment therefore should not take effect unless a further stockholder approval is obtained.

In accordance with ASX Listing Rule 7.3, the following information is provided in relation to Proposal 4:

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Consequences if the Proposal is Approved or Not Approved

If Proposal 4 is approved, and if Proposals 2 and 3 are also approved, the Second Amendment will automatically be effective and the Company will be authorized to issue Notes and Options under the Tranche 2 Offer.

If Proposal 4 is not approved, the Company would be unable to raise minimum gross proceeds of at least US$42.5 million by the issue of Notes by June 30, 2017, which will constitute an event of default under the terms of the Notes with the result that the Majority of Noteholders may declare the Notes immediately due and payable. If that occurs, the Company would need to raise funds from alternative sources in order to redeem the Notes and there is no guarantee that it would be able to do so.

Vote Required for Approval

Approval of Proposal 4 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no direct effect on the outcome of this proposal.

Voting Exclusion Statement

The Company will disregard any votes cast on Proposal 4 by:

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy card, or it is cast by the person chairing the Annual Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy card to vote as the proxy decides.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” RE-APPROVAL OF THE 2014 NOTES PURSUANT TO AMENDMENT OF THE 2014 DEED.

PROPOSAL 5 — RATification of the TRANCHE 1

issuance of Notes and Options

Background

As described in Proposal 2 above, the Company entered into the 2017 Convertible Note Deed on April 22, 2017 to provide funding for the Company’s ongoing operating and capital needs. Under the 2017 Deed, the Company agreed to issue up to US$52.5 million of convertible notes and up to 2,362,500 options under the Prospectus, which was prepared in accordance with the requirements of Chapter 6D of the Australian Corporations Act 2001 (Cth) , and lodged on ASIC on April 24, 2017.

As described in Proposal 2 above, due to the 2017 Convertible Note Offering’s size exceeding the Company’s 15 percent issuance capacity under ASX Listing Rule 7.1, the offering under the 2017 Deed is taking place in two tranches. The Tranche 1 Offer closed on May 4, 2017 with the issue of 338 Notes and 1,521,000 Options to raise aggregate gross proceeds of US$33.8 million to the Company (noting that the Company received approximately US$21.3 million in net proceeds after the buy-back of all the shares held by Medtronic, Inc. for an amount of US$7.212 per share, aggregating total consideration of US$12,493,059, which was offset against Medtronic, Inc.’s commitments in respect of the Tranche 1 Offer). The Tranche 1 Offer was within the Company’s 15 percent issuance capacity and, therefore, did not require stockholder approval under ASX Listing Rule 7.1.

The Company is now seeking the approval of its stockholders solely pursuant to ASX Listing Rule 7.4 for the purpose of ratifying the issuance of the Notes and Options under the Tranche 1 Offer so that those securities will be excluded from the 15 percent limit set out in ASX Listing Rule 7.1, as described below, that can be issued by the Company in any 12-month period, if the Board considers it is in the interests of the Company and its stockholders to do so.

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ASX Listing Rules

ASX Listing Rule 7.1 prohibits, subject to certain exceptions, a company from issuing securities or entering an agreement for the issue of securities that would represent more than 15 percent of the Company’s ordinary securities on issue 12 months prior to the date of issue (or agreement to issue) such securities, without the prior approval of the Company’s stockholders.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. This exception provides that where the stockholders ratify a previous issue of securities (that had been 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 percent limit set out in ASX Listing Rule 7.1.

In accordance with ASX Listing Rule 7.5, in addition to the information set out above, the following information is provided in relation to Proposal 5:

Terms of the Notes and Options Issued under the Tranche 1 Offer

The terms of the Notes and Options issued under the Tranche 1 Offer are set forth in Annexes A, B, and C to this Proxy Statement.

Any Shares issued on conversion of the Notes and exercise of the Options, will rank equally with all other shares of common stock of the Company.

Use of Proceeds

The Company intends to use the net proceeds raised from the 2017 Convertible Note Offering to provide funding for the Company’s ongoing operating and capital needs including commercial launch activities, ongoing and expanded clinical trials, and feasibility testing and development of additional technologies.

Consequences if the Proposal is Approved or Not Approved

If Proposal 5 is approved, it will have the effect of refreshing the Company’s 15 percent capacity to issue shares in the 12 months following the Annual Meeting, thereby providing the Company with the ability to issue further shares, including for the purposes of raising further capital for the Company, should the need arise.

If Proposal 5 is not approved, there will be no impact on the validity of the issuance of the Notes and Options issued under the Tranche 1 Offer. However, the Company’s ability to issue further securities in the 12-month period from the date of issuance of the Notes and Options under the Tranche 1 Offer will be limited, which could adversely impact the Company’s ability to implement its business plan over the coming year, unless stockholder approval is obtained in advance for an issue, or an alternative exemption applies under ASX Listing Rule 7.2.

Vote Required for Approval

Approval of Proposal 5 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no direct effect on the outcome of this proposal.

Voting Exclusion Statement

The Company will disregard any votes cast on Proposal 5 by:

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy card, or it is cast by the person chairing the Annual Meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy card to vote as the proxy decides.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE RATIFICATION OF THE TRANCHE 1 ISSUANCE OF NOTES AND OPTIONS.

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PROPOSAL 6 — RATIFICATIO N OF INDEPENDENT AUDITOR

The audit committee has selected Grant Thornton LLP as the Company’s independent registered public accounting firm (the “independent auditor”) to audit our financial statements for the fiscal year ending December 31, 2017. We are asking our stockholders to ratify the appointment of Grant Thornton LLP as our independent auditor because we value our stockholders’ views on the Company’s independent auditor even though the ratification is not required by our bylaws or otherwise. If our stockholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain Grant Thornton LLP as our independent auditor or whether to consider the appointment of a different firm. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent auditor at any time during the fiscal year ending December 31, 2017.

A representative of Grant Thornton LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions.

Vote Required for Approval

Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017 requires the affirmative vote of a majority of the shares of common stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non-votes will have no direct effect on the outcome of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS vote
“FOR” THE RATIFICATION OF OUR INDEPENDENT auditor.

PROPOSAL 7 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board of Directors is providing stockholders with the opportunity to cast an advisory vote on the compensation of our named executive officers in accordance with the rules of the SEC. This proposal, commonly known as a “Say on Pay” proposal, gives you, as a stockholder, the opportunity to endorse or not endorse our executive compensation programs and policies and the compensation paid to our named executive officers.

The Say on Pay vote is advisory, and therefore not binding on the compensation committee or the Board. Although the vote is non‑binding, the compensation committee and the Board will review the voting results, seek to determine the cause or causes of any significant negative voting, and take them into consideration when making future decisions regarding executive compensation programs.

We design our executive compensation programs to implement our core objectives of providing competitive pay, pay for performance, and alignment of management’s interests with the interests of long‑term stockholders. Stockholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement for a more detailed discussion of how our compensation programs reflect our core objectives.

We believe stockholders should consider the following key aspects of executive compensation with respect to our named executive officers when voting on this proposal:

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Recommendation

The Board believes the Company’s executive compensation program uses appropriate structures and sound pay practices that are effective in achieving our core objectives. Accordingly, the Board recommends that you vote in favor of the following resolution:

“RESOLVED, that the stockholders of REVA Medical, Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this Proxy Statement.”

Approval of the Say on Pay proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposal. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” this proposal. Broker non‑votes will have no direct effect on the outcome of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS vote

“FOR” APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION.

PROPOSALS 8 through 13 — STOCK OPTION GRANTS TO DIRECTORS

Introduction

Our Board of Directors, upon the recommendation of the compensation committee, approved the grant of an aggregate 63,000 options to purchase 63,000 shares of our common stock (the “Options”) under the REVA Medical, Inc. 2010 Equity Incentive Plan, as amended, (the “Plan”) in the amounts of 10,500 Options to each of six non-executive directors of the Company, subject to obtaining stockholder approval for each grant at the 2017 Annual Meeting as required by the ASX Listing Rules. The Board also approved the award of restricted stock units (“RSUs”) to non-executive directors, as discussed in Proposals 14 through 19 below.

The aggregate market value of the shares issuable on exercise of the Options proposed for grant to non‑executive directors is US$468,600 (or US$78,100 per each non-executive director) based on the ASX closing price of our CDIs and exchange rate on 30 April 2017 (Australian Time). As of April 30, 2017, the Company had a total of 1,840,148 options reserved for issuance for employees and non‑executive directors. Proposals 8 through 13 recommend the issuance of Options to non‑executive directors that constitute approximately 3.4 percent of the total number of stock options reserved for issuance.

Approvals

Our CDIs, each representing one-tenth of a share of our common stock, are listed on the ASX. ASX Listing Rule 10.14 provides that a company must not permit a director to acquire securities under an employee incentive scheme without the prior approval of stockholders. Accordingly, stockholder approval is now being sought for purposes of ASX Listing Rule 10.14 and for all other purposes for the grant of the Options to the non‑executive directors of the Company as described below.

Principal Terms of the Options

If Proposals 8 through 13 (inclusive) are approved by stockholders, the Options will be issued to the non‑executive directors as soon as practicable after the Annual Meeting and, in any case, no later than three years after the Annual Meeting. The Options to be issued to each of the non‑executive directors will be issued on the following terms and conditions:

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As required by ASX Listing Rule 10.15A, the following information is provided for Proposals 8 through 13. The maximum aggregate number of Options that may be granted under Proposals 8 through 13 is 63,000 Options, comprising:

Upon exercise, each Option will entitle the relevant non‑executive director to receive one share of REVA’s common stock. No loans have been or will be made by the Company to any non‑executive director in connection with the acquisition or exercise of Options or the underlying shares of common stock.

The securities received by our directors during the past three years under ASX Listing Rule 10.14 are presented in the “Non-Executive Director Compensation” section below. Our directors did not receive options or any other equity awards under the Plan subsequent to those approved at our 2016 Annual Meeting.

All of our directors are entitled to participate in the Plan. Details of any securities issued under the Plan will be published in the Company’s Annual Report relating to the period in which securities have been issued, together with a statement that approval for this issue of securities was obtained under ASX Listing Rule 10.14.

Any additional persons who become entitled to participate in the Plan after approval of Proposals 8 through 13 and who are not named in this Proxy Statement will not participate until any applicable approval is obtained under ASX Listing Rule 10.14.  

Voting Exclusion Statement

The Company will disregard any votes cast on Proposals 8 through 13 by the directors of REVA or any associate of the directors of REVA. However, the Company need not disregard a vote if:  

Vote Required for Approval

Approval of Proposals 8 through 13 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposals. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” a proposal. Broker non-votes will have no direct effect on the outcome of these proposals.

EXCLUDING Dr. Ross A. Breckenridge (Proposal No. 8), Brian H. Dovey (Proposal No. 9),

R. Scott Huennekens (Proposal No. 10), GORDON E. NYE (Proposal No. 11),

Robert B. Stockman (Proposal No. 12), and Robert B. Thomas (Proposal No. 13)

WHO DO NOT MAKE A RECOMMENDATION WITH RESPECT TO THE PROPOSAL IN PARENTHESIS

AFTER THEIR NAME DUE TO THEIR PERSONAL INTEREST IN THAT PROPOSAL,

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE APPROVAL OF the stock option grants to the non-executive

directors as contained in PROPOSALS 8 through 13 (INCLUSIVE).

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PROPOSALS 14 through 19 — RSU AWARDS TO DIRECTORS

Introduction

Our Board of Directors, upon the recommendation of the compensation committee, approved the award of an aggregate 36,000 restricted stock units for 36,000 shares of common stock (the “RSUs”) under our 2010 Equity Incentive Plan, as amended, (the “Plan”) in the amounts of 6,000 RSUs to each of six non-executive directors of the Company as described below, subject to obtaining stockholder approval for each award at the 2017 Annual Meeting as required by the ASX Listing Rules. The Board also approved the grant of stock options to the non-executive directors as discussed in Proposals 8 through 13 above.

The aggregate market value of the shares underlying the RSUs proposed for award to the non‑executive directors is US$267,780 (or US$44,630 per each non-executive director) based on the closing price of our CDIs on the ASX and exchange rate on 30 April 2017 (Australian Time). As of April 30, 2017, the Company had a total of 1,840,148 securities reserved for issuance to employees and non‑executive directors. Proposals 14 through 19 recommend the award of RSUs to the non‑executive directors that constitute approximately 2.0 percent of the total number of securities reserved for issuance.  

Approvals

Our CDIs, each representing one-tenth of a share of our common stock, are listed on the ASX. ASX Listing Rule 10.14 provides that a company must not permit a director to acquire securities under an employee incentive scheme without the prior approval of stockholders. Accordingly, stockholder approval is now being sought for the purposes of ASX Listing Rule 10.14 and for all other purposes for the award of the RSUs to each of the non‑executive directors of the Company as described below.  

Principal Terms of the Restricted Stock Units

If Proposals 14 through 19 (inclusive) are approved by stockholders, the RSUs will be issued to the non‑executive directors as soon as practicable after the Annual Meeting and, in any case, no later than three years after the Annual Meeting. The RSUs to be issued to each of the non‑executive directors will be issued on the following terms and conditions:  

As required by ASX Listing Rule 10.15A, the following information is provided for Proposals 14 through 19. The maximum aggregate number of RSUs that may be awarded under Proposals 14 through 19 is 36,000 RSUs, comprising:

Upon vesting, each RSU will entitle the relevant non‑executive director to receive one share of REVA’s common stock.

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No loans have been or will be made by the Company to any non ‑executive director in connection with the vesting of RSUs.

The securities received by our directors during the past three years under ASX Listing Rule 10.14 are presented in the “Non-Executive Director Compensation” section below. Our directors did not receive options or any other equity awards pursuant to the Plan subsequent to those approved at our 2016 Annual Meeting.

All of our directors are entitled to participate in the Plan. Details of any securities issued under the Plan will be published in the Company’s Annual Report relating to the period in which securities have been issued, together with a statement that approval for this issue of securities was obtained under ASX Listing Rule 10.14.

Any additional persons who become entitled to participate in the Plan after approval of Proposals 14 through 19 and who are not named in this Proxy Statement will not participate until any applicable approval is obtained under ASX Listing Rule 10.14.  

Voting Exclusion Statement

The Company will disregard any votes cast on Proposals 14 through 19 by the directors of REVA or any associate of the directors of REVA. However, the Company need not disregard a vote if:  

Vote Required for Approval

Approval of Proposals 14 through 19 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on such proposals. Abstentions are considered shares present and entitled to vote and thus will have the effect of a vote “AGAINST” a proposal. Broker non-votes will have no direct effect on the outcome of these proposals.

EXCLUDING Dr. Ross A. Breckenridge (Proposal No. 14), Brian H. Dovey (Proposal No. 15),

R. Scott Huennekens (Proposal No. 16), GORDON E. NYE (Proposal No. 17),

Robert B. Stockman (Proposal No. 18), and Robert B. Thomas (Proposal No. 19)

WHO DO NOT MAKE A RECOMMENDATION WITH RESPECT TO THE PROPOSAL IN PARENTHESIS

AFTER THEIR NAME DUE TO THEIR PERSONAL INTEREST IN THAT PROPOSAL,

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS vote

“FOR” THE APPROVAL OF the RSU AWARDS to NON-executive

directors as contained in PROPOSALS 14 through 19 (INCLUSIVE).

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BOARD OF DIRECT ORS INFORMATION

Overview

Our Company is incorporated in the State of Delaware and, as a result, the rights of our stockholders are governed by the Delaware General Corporation Law. Our stock is traded in the form of CHESS Depositary Interests (or “CDIs”) on the Australian Securities Exchange (the “ASX”).

Nominees for Election as Directors

Our Board currently consists of seven members and is divided into three classes. Class I and Class III comprise two directors each and Class II comprises three directors. The directors in each class serve three‑year terms and in each case until their respective successors are duly elected and qualified. The Board unanimously nominated Brian H. Dovey, who is our Chairman of the Board and a current Class I director, and Ms. Regina E. Groves, who is our chief executive officer, for election at the 2017 Annual Meeting.

Directors are elected by a plurality of the votes cast at the Annual Meeting, which means that the two director nominees receiving the highest number of “FOR” votes will be elected. Both of the nominees have indicated their willingness to serve if elected, but if either of them should be unable to serve or for good cause will not serve, the shares represented by proxies may be voted for a substitute as REVA may designate, unless a contrary instruction is indicated in the proxy.

The following table sets forth information as of April 8, 2017 regarding the director nominees for election at the Annual Meeting, as well as the Class II and Class III members of our Board, whose terms are not currently up for election. The information includes each member’s business experience and service on other boards of directors, in addition to the qualifications, attributes, and skills that led our Board to the conclusion that each member should serve as a director.

While our Diversity Policy doesn’t contain specific guidelines in considering whether to recommend any director nominee, including any candidate recommended by stockholders, we believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant mix of experience, knowledge, and abilities that will allow our Board to fulfill its responsibilities. As set forth in our corporate governance guidelines, these criteria generally include, among other things, an individual’s business experience and skills (including skills in core areas such as operations, management, technology, accounting and finance, strategic planning, and international markets), as well as independence, judgment, knowledge of our business and industry, professional reputation, leadership, integrity, and the ability to represent the best interests of the Company’s stockholders. In addition, the nominating and corporate governance committee also considers a Board member’s ability to commit sufficient time and attention to the activities of the Board, as well as the absence of any potential conflicts with the Company’s interests. The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. Our Board is responsible for selecting candidates for election as directors based on the recommendation of the nominating and corporate governance committee.

We believe that our current Board includes individuals with strong backgrounds in executive leadership and management, accounting and finance, and Company and industry knowledge. In addition, each of our directors has a strong professional reputation and has shown a dedication to his or her profession and community. We also believe that our directors’ diversity of backgrounds and experiences results in different perspectives, ideas, and viewpoints, which makes our Board more effective in carrying out its duties. We believe that our directors hold themselves to the highest standards of integrity and that they are committed to representing the long‑term interests of our stockholders.

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Committees of the Board of Directors/Corporate Governance

Directors are expected to attend meetings of the Board and any Board committees on which they serve. The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities:  audit, compensation, and nominating and corporate governance. Each of these committees has the responsibilities described in the committee charters, which are available on our website at www.revamedical.com . Our Board may also establish other committees from time to time to assist in the discharge of its responsibilities.

As of April 30, 2017, membership of the committees of our Board is as follows:

During the year ended December 31, 2016, all directors attended at least 75 percent of the aggregate of (i) the total number of Board meetings held during the period for which he or she was a director and (ii) the total number of committee meetings on which he or she served during the period that he or she served. Following is a summary of meeting attendance during the year ended December 31, 2016:

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting, including auditing of our financial statements. Among other things, our audit committee:

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Our audit committee reviews the effectiveness of internal controls and the adequacy of our reporting and disclosure controls and procedures. In addition, our audit committee is responsible for the performance of our internal audit function, as well as preparing any reports required under SEC rules. The audit committee also provides advice to the Board and reports on the status of business risks pursuant to our risk management policy.

We have adopted an audit committee charter, a copy of which is available in the “Investors ─ Corporate Governance” section of our website at www.revamedical.com .

Compensation Committee

Our compensation committee establishes, amends, reviews, and approves the compensation and benefit plans with respect to senior management and employees, including determining individual elements of total compensation for the chief executive officer and other executive officers, and reviews our performance and the performance of our executive officers with respect to these elements of compensation. In carrying out its responsibilities, the compensation committee will review all components of compensation for consistency with our compensation philosophy and with the interests of stockholders. Our compensation committee reviews compensation practices and trends, identifies performance goals of our Company and our executive officers, and sets compensation in light of these objectives. Our compensation committee also determines annual retainer, meeting fees, equity awards, and other compensation for members of the Board and its committees and administers the issuance of stock options and other awards under our equity incentive plans.

Our compensation committee reviews and evaluates potential risks related to our compensation policies and practices for employees and has determined that we have no compensation risks that are reasonably likely to have a material adverse effect on the Company. We structure our compensation to address Company‑wide risk. We believe the combination of base salary, bonus potential, and equity-based incentive awards with four‑year vesting periods, or vesting based on achievement of performances, is balanced and serves to motivate our employees to accomplish our business plan without creating risks that are reasonably likely to have a material adverse effect on our Company.

We have adopted a compensation committee charter, a copy of which is available in the “Investors ─ Corporate Governance” section of our website at www.revamedical.com .

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee recommends the director nominees for each annual general meeting and ensures that the Board and the committees of the Board have the benefit of qualified and experienced independent directors. The committee’s primary responsibilities are to:

We have adopted a nominating and corporate governance committee charter, a copy of which is available in the “Investors ─ Corporate Governance” section of our website at www.revamedical.com .

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GOVERNANCE OF OUR COMPANY

Corporate Governance Guidelines

Our corporate governance guidelines are designed to ensure effective corporate governance of the Company. Our corporate governance guidelines cover topics including, but not limited to, director qualification criteria, director compensation, director orientation and continuing education, communications from stockholders to the Board, succession planning, and the annual evaluations of the Board and its committees. Our corporate governance guidelines are reviewed regularly by the nominating and corporate governance committee and revised when appropriate.

The full content of our corporate governance guidelines can be found in the “Investors ─ Corporate Governance” section of our website accessible at www.revamedical.com . A printed copy may also be obtained by any stockholder upon request.

Code of Business Conduct and Ethics

Our Board adopted a code of business conduct and ethics to ensure that our business is conducted in a consistently legal and ethical manner. The code of business conduct and ethics establishes policies pertaining to, among other things, employee conduct in the workplace, securities trading, confidentiality, conflicts of interest, reporting violations, and compliance procedures. All of our employees, including our executive officers, as well as members of our Board, are required to comply with our code of business conduct and ethics.

The full content of our code of business conduct and ethics can be found in the “Investors ─ Corporate Governance” section of our website accessible at www.revamedical.com . A printed copy may also be obtained by any stockholder upon request. Any waiver of the code of business conduct and ethics for our executive officers or directors must be approved by our Board after receiving a recommendation from our audit committee. We disclose any amendments or waivers to our code of business conduct and ethics on our website within four business days following the date of an amendment or waiver.

Stockholder Recommendations for Director Nominees

In nominating candidates for election as director, the nominating and corporate governance committee will consider a reasonable number of candidates for director recommended by a single stockholder who has held over 0.1 percent of REVA’s shares of common stock for over one year and who satisfies the notice, information, and consent provisions set forth in our amended and restated bylaws and corporate governance guidelines.

Stockholders who wish to recommend a candidate may do so by writing to the nominating and corporate governance committee in care of the Corporate Secretary, REVA Medical, Inc., 5751 Copley Drive, San Diego, California 92111, U.S.A. The nominating and corporate governance committee will use the same evaluation process for director nominees recommended by stockholders as it uses for other director nominees.

Communicating with the Board

Our nominating and corporate governance committee establishes procedures by which stockholders and other interested parties may communicate with the Board, any committee of the Board, any individual director, or the independent or non-executive directors as a group. Such parties can send communications by mail to the Board in care of the Corporate Secretary, REVA Medical, Inc., 5751 Copley Drive, San Diego, California 92111, U.S.A. In addition, parties can contact the Board by emailing the Corporate Secretary at boardmember@revamedical.com . The name or title of any specific recipient or group should be noted in the communication. Communications from stockholders are distributed by the Corporate Secretary to the Board or to the committee or director(s) to whom the communication is addressed, however the Corporate Secretary will not distribute items that are unrelated to the duties and responsibilities of the Board, such as spam, junk mail and mass mailings, business solicitations and advertisements, and communications that advocate the Company’s engaging in illegal activities or that, under community standards, contain offensive, scurrilous, or abusive content.

Identification and Evaluation of Nominees for Directors

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating nominees for director. The committee regularly assesses the appropriate size and composition of the Board, the needs of the Board and the respective committees of the Board, and the qualifications of candidates in light of these needs. Candidates may come to the attention of the committee through stockholders, management, current members of the Board, or search firms. The evaluation of these candidates may be based solely upon information provided to the nominating and corporate governance committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the nominating and corporate governance committee deems appropriate, including the use of third parties to review candidates.

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Director Attendance at Annual Meetings of Stockholders

We have a policy encouraging all of the directors to attend each annual meeting of stockholders. Ms. Keating and Mr. Thomas attended the 2016 AGM in person and Mr. Dovey attended it by teleconference. We currently anticipate a majority of our directors to be present at, or available for, the 2017 Annual Meeting.

Director Independence

In accordance with our corporate governance guidelines, the majority of our Board members are independent directors. Our Board considers that a director is independent when the director is not an officer or employee of the Company or its subsidiaries, does not have any relationship which would, or could reasonably appear to, materially interfere with independent judgment, and otherwise meets the independence requirements under the rules of the ASX, SEC, and NASDAQ. Our Board has reviewed the materiality of any relationship that each of our directors has with us, either directly or indirectly.

Based on this review, our Board has determined that:

There are no family relationships among our directors and officers, nor are there any arrangements or understandings between any of our directors or officers or any other person pursuant to which any director or officer was, or is, to be selected as a director or officer.

Board Leadership Structure

Although Mr. Dovey is not considered to be independent by ASX standards, the Board considers his appointment as Chairman of the Board to be in the best interest of our Company and our Stockholders. The ASX Corporate Governance Principles and Recommendations provide guidance on corporate governance practices, including director independence, but are not binding rules or regulations. Mr. Dovey possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and we believe he is the person best positioned to develop agendas that ensure the Board’s time and attention is focused on the most critical matters. Further, our Board believes that his decisive leadership ensures clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders, employees, customers, and suppliers.

The Board’s Role in Risk Oversight

Our Board’s role in risk oversight includes receiving reports from members of management on a regular basis regarding material risks faced by the Company and applicable mitigation strategies and activities, at least on a quarterly basis. The reports cover the critical areas of development, regulatory and quality affairs, intellectual property, clinical development, operations, sales and marketing, and legal and financial affairs. Our Board and its committees consider these reports, discuss matters with management, and identify and evaluate any potential strategic or operational risks and appropriate activities to address those risks.

We have adopted a risk management policy that sets out how we identify, assess, and manage risk in business operations, a copy of which is available in the “Investors ─ Corporate Governance” section of our website at www.revamedical.com .