PORTLAND ORTHOPAEDICS LIMITED (Subject to Deed of Company Arrangement) (Receivers & Managers Appointed)

ACN 086 839 992

NOTICE OF GENERAL MEETING

TfME: 11:00 am (AEST) DATE: 23 November 2011 PLACE: William Buck Levei 29,66 Gouiburn Street Sydney, New South Waies Austroiio

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

NOTE: Stantons International Securities has prepared the Independent Expert's Report and has provided an opinion that it believes the proposals as outlined in Resolutions 4, 5 and 6 are fair and reasonable to the Shareholders not associated with the Company. It is recommended that all Shareholders read the independent Expert's Report in full.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact Robert Whitton of Wiiliam Buck on+61 2 8263 4000.

Letter to Shareholders	3
Notice of Meeting (setting out the proposed Resolutions)	7
Explanatory Statement (explaining the proposed Resolutions)	12
Glossary	24
Schedule1- Terms and Conditions of First Placement Options	26
Schedule 2 - Valuation of Related Party Options	28
Schedule 3 - Dilutlonary Effect of Issue of Related Party Securities	29
Proxy Form	30
Annexure A - Independent Expert's Report	32
TIME AND PLACE OF GENERAL MEETING AND HOW TO VOTE

Venue

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00 am (AEST) on 23 November 2011 at:

William Bucl< Chartered Accountants Level 29,66 Goulburn Street Sydney, New South Wales

Your Vote is Important

The business of the General Meeting affects your shareholding and your vote is important,

Voting In Person

To vote in person, attend the General Meeting on the date and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the Instructions set out on the Proxy Form.

Proxy Forms received later than tills time will be invalid.

LEHER TO SHAREHOLDERS

Dear Shareholder

As you are av/are, on 2 December 2008, Voluntary Administrators were appointed to assume control of the Company and Its subsidiaries and now control the Company's business, property and affairs.

Under the terms of a Deed of Company Arrangement entered Into by the Company on 15 April 2009 (as varied), the Deed Administrator was authorised, among other things, to investigate the restructure of the Company's capital with a view to re-listing the Company on ASX for the benefit of creditors and Shareholders.

The creditors of the Company, together with the Deed Administrator, have agreed to a proposal presented by Pager Partners Corporate Advisory Pty Limited as trustee for the Pager Partners Investment Trust (Pager Partners) for the restructure and recapitalisation of the Company (Proposal). If completed. Pager Partners' proposal will result In sufficient cash being injected into the Company to continue with certain of its operations and support the Company's future. The Proposal is subject to Shareholder approval at the General Meeting and the further conditions outlined below under the heading 'Conditions of the Proposal'.

Terms of the Proposal ^ ^^^^_

The Proposal Involves:

(a) the retention of the Company's existing business assets (unencumbered), and specifically those relating to the Company's Morgron Total Hip Replacement and Tite Tool and Universal Joint Replacement:
(b) the entry by the Company into a Creditors' Trust Deed for the purposes of satisfying approved creditor claims;
(c) the Company making available any of Its rights in its sundry debtors (and any other assets not purchased by the Syndicate) for the benefit of the Company's creditors pursuant to the terms of the DOCA;
(d) the payment of $630,000 in cash out of the funds raised by the Company to the Deed Administrator for the purposes of satisfying creditors' claims under the Creditors' Trust Deed (Cash Consideration), with all other liabilities and obligations of the Company being compromised under the DOCA;
(e) the consolidation of the Company's existing capital on a 1 for 10 basis, leaving the Company with 24,297,551 Shares on issue and 2,783,442 Options on issue (rounded up) (prior to any other Securities being issued pursuant to the other Resolutions) (Resolution 1);
(f) the Company raising new equity by way of the following placements (which will be made pursuant to a prospectus):
(I) a placement of;
- (A) 120 million Shares at a placement price of $0.0025 per Share to raise $300,000 (First Placement Shares); and
- (B) 60 million Options at a placement price of $0.000025 per Option to raise $1,500, with each Option exercisable at $0.01 on or before 31 December 2014 (First Placement Options),

(the placement of the First Piacement Shares and First Piocement Options, together the First Placement) (Resoiution 2); and

(ii) a second piacement of up to 170 miilion Shares at a piacement price of $0,01 per Shore to raise up to $1,7 million (Second Piacement Shares) (Second Piacement) (Resoiution 3).

A total of 48,500,001 First Piacement Shares and 22.5 million First Placement Options and up to 80 million of the Second Placement Shares ore proposed to be placed to the proposed new Directors referred to in Resolutions 7 to 9 (Resolutions 4 to 6 respectively)

(g) existing Director, Robert Lee (and his alternate, Rajeev Dhawan) and the existing Company Secretary, James Wynn resigning on or before the Meeting and new Directors iVlichael Poilak, Jonathan Pager and Hugh Warner being appointed to the Board and new Company Secretary, Neil Hackett, being appointed (Resolutions 7 to 9); and
(h) the change of the Company's name from Portland Orthopaedics Limited to PLD Corporation Limited (Resolution 10).

Conditions of ttie Proposai

In addition to the Shareholder approvals required (as contemplated by this Notice of Meeting), the Proposal is subject to the following general conditions:

(a) the Company's liabilities and long term commitments being released and compromised under the DOCA, with the DOCA being, wholly effectuated and the Deed Administrator's appointment terminating simultaneously with the payment of the Cash Consideration into the Creditors' Trust;
(b) the Company's creditors being bound by the DOCA and required to prove in accordance with the terms of the DOCA and the Creditors' Trust, with no creditor having the right to claim payment against the Company;
(c) the Company's subsidiaries being excised from the Company (unless otherwise requested by the Syndicate);
(d) the empioyment of oil employees being terminated at no cost to the Company following effectuation of the DOCA;
(e) ASX confirming that it will lift the suspension on the trading of the Company's securities without the need to re-comply with Chapters 1 and 2 of the Listing Rules;
(f) ol! convertible notes on issue being determined to be debt and being required to prove in accordance with the terms of the DOCA and no convertible note holder having the right to claim payment against the Company; and
(g) during the term of the DOCA, any transfers of Shares and any alteration in the status of Shareholders or the issue of Shares being void, except so far os o Court otherwise orders.

Pro-forma capital structure

The proposed capital structure of the C o m p a n y following completion of the Proposal is summarised below;

				Ophons
PreConso':da1ior Socurit.os	242,975,503	••3,548,517	9,485.900	m
Post1IQ Consolidation Securities (RescluNon 1)	24,297,551	•,834.852	948,590	Ni:
F.'st PlaceTent (Resolution 2)'-	120,000,000	N^	N.'	60,000 000
Socond Placement (Re.so'jticr 3)'	170,030,0001	Nil	Ni:	Nil
Completion of oil Resolutions	314,297,5511	1,834,852	948,590	60,000,000

^' Assumes the Second Placement is fully subscribed.
^- These include the issue of the Related Party Securities pursuant to Resolutions 4-6 inclusive.

Use of funds

__^^____

The Company's review and development plans are the best estimates available to the Company at this time. It is important to recognise that the proposed use of funds Is subject to change in line with emerging results, circumstances and opportunities.

The Company Intends to continue with its core business as a designer and developer of a range of differentiated and innovative joint replacement products, leveraging the 'Portland Orthopaedics' business name, logo, know-how, processes, procedures, contacts and all other remaining intellectual property.

!n particular, it is proposed to redevelop and refine the existing Margron technology developed by previous management, The Margron technology (joint replacement technology for hips) was on Australian Design Award winner for Engineering Design. It is proposed to make certain design improvements and then bring the unit back to market after required testing and approval phases have been completed.

Alternative product development will also be pursued, exploiting the Company's double-threaded dual speed core Margron technology.

Whilst the Company proposes to retain control over the design and development of new products, it will consider licensing its technology to multi-national production and distribution specialists In order to enter key markets such as the UK, USA, Europe and Asia. This strategy will provide the Company with the opportunity to generate increasing revenue streams from a relatively low cost base.

The Company will also consider the acquisition and development of any other investments, both within the medical devices Industry and In market segments unrelated to the medical devices industry, as identified by the Company and subject always to compliance with the Listing Rules.

If the full amount of $2,001,500 Is raised under the Proposal (assuming the Second Placement Is fully subscribed), the Company intends to apply the funds raised as follows:

Payr^ent to the? codito's' poo'	65Q.0G0	N!	630,000
Co5t of Prooo-sal	75,000	Ni-	75,000
Dcvolopment of existing assets	225,000	295,000	520,000
Review_&_evaluat'on of nevv orojeds	160,000	180,030	340,000
Working cap'ta!	?05,500	231,000	436.500
Total	1,295,500	706,000	2,001,5001

Notes;

^- The Compony will use the Cash Consideration of $630,000 to satisfy approved creditor claims in accordance with the terms of ttie DOCA.

Reinstatement fo Official Quotation

As already mentioned, subject to all the Resolutions being passed at the General Meeting, the Company intends to seei< reinstatement to Official Quotation on ASX. The Company wiii therefore need to satisfy ASX's requirements prior to reinstatement, including demonstrating a satisfactory level of Shareholder spread. ASX has confirmed, however, that the Company will not be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules in their entirety.

Summary

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

in considering the Resolutions, Shareholders must bear in mind the Company's current financial circumstances. In this regard. Shareholders should note that the Securities of the Company have been suspended from trading since 24 November 2008 and the Company requires recapitalisation to continue its operations and seei< re-quototlon of its Securities on ASX. The Resolutions contained in this Notice are therefore important and affect the future of the Company. Shareholders are urged to give careful consideration to the Notice and the contents of this Explanatory Statement.

If all the Resolutions ore passed and implemented, the Company will be debt free, it will be able to continue Its business in Australia and it wiii be in a position to appiy to ASX for the reinstatement of its Securities to Official Quotation. The Deed Administrator considers this to be a realistic option to enable the Company to continue operating. The Deed Administrator will need to investigate other options for the Company if this restructure and recapitalisation is not approved by Shareholders, which will include liquidation, in which cose it is expected there will be no return.

Yours faithfully

ROBERT WHinON Deed Administrator Portiand Orthopaedics Limited (Subject to Deed of Company Arrangement) (Receivers & Managers Appointed)

NOTICE OF MEETING

Notice is given that the General Meeting of Shareholders will be held at 11:00am (AEST) on 23 November 2011 at William Bucl<, Level 29, 66 Goulburn Street, Sydney New South Wales.

The Explanatory Statement to this Notice of Meeting provides additional Information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form ore part of this Notice of Meeting.

For the purposes of Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 11:00am (AEST) on 21 November 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

_ l^ggQj^y.^lQI^ ^ _ CONSOLIDATION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as on ordinary resolution:

"Thof, subject to oil other Resolutions in this Notice being passed, pursuant to section 2541-1 of the Corporations Act and for ali other purposes, the Issued capital of the Company be consolidated on the basis that:

(a) every ten (10) Shares be consolidated into one (1) Share; and

(b) every ten (10) Options be consolidated Into one (1) Option,

and, where this Consolidation results in a fraction of a Share or an Option being held, the Company be authorised to round that fraction up to the nearest whole Share or Option (as the case may be)."

1. RESOLUTION 2 - FIRST PLACEMENT - SHARES AND OPTIONS

To consider and. If thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, subject to ali other Resolutions being passed, for the purpose ofASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to 120 million Shares and 60 million Options (in each case on a posf'Consoiidation basis) pursuant to a prospectus on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes oast on this Resolution by any person whio may participate in the proposed issue and a person who might obtain a benefit, exoept a benefit solely in the capacity of a holder of ordinary Securities, and any associates of those persons, However, the Company need not disregard a vote if it is cost by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Important: Shareholders should note that if they have been invited to participate in the First Placement by the Board, but choose to vote in respect of Resoiution 2, they will automatically be disqualified from subscribing for Securities under the First Placement.

3. RESOLUTION 3 - SECOND PLACEMENT - SHARES

To consider and, if thought fit, to pass, v\/ilh or without amendnhent, the following resolution as an ordinary resolution:

"That subject to alt other Resolutions being passed, for the purpose ofASX Listing Rule 7.1 and for all other purposes, approval Is given for the Company to aiiot and Issue up to 170 million Shares (on a postConsolidation basis) pursuant to a prospectus on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary Securities, and any associates of those persons. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Important: Shareholders should note that if they have been invited to participate in the Second Placement by the Board, but choose to vote in respect of Resolution 3, they wiil automoticoily be disqualified from subscribing for Shares under the Second Placement.

4. RESOLUTION 4 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO MR MICHAEL POLLAK

To consider and, if thought fit, to pass, with or without amendment, the foliowing resolution as an ordinary resolution:

"Ihat, subject to alt other Resolutions being passed, for the purpose of Sections 208 and 611 (Item 7) of the Corporations Act, ASX Listing Ruie to. 11 and for ail other purposes, approval is given for the Company to aiiot
and issue up to:
(a) 16,166,667 First Placement Shores;
(b) 7.5 mtiiton First Piacement Options; and
(c) 20 mliiion Second Placement Shares,

to Mr Michaei Poiiak (a proposed new Director of the Company) (or his nominee) on the terms and conditions set out In the Explanatory Statement."

Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval required under Section 611 Item 7 of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transaction to the non-associated Shareholders in the Company and concludes that the transaction is fair and reasonable.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by Mr Po!lai< or any of his associates. 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides,

5. RESOLUTION 5 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO MR JONATHAN PAGER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as on ordinary resolution:

'That subject to all other Resolutions being passed, for the purpose of Sections 208 and 611 (item 7) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval Is given for the Company to allot and Issue up to:

(a) 16,166.667 First Placement Shares;

(b) 7.6 million First Placement Options; and (c) 20 million Second Placement Shares,

to Mr Jonathan Pager (a proposed new Director of the Company) (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval required under Section 611 Item 7 of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the transaction to the non-associated Shareholders in the Company and concludes that the transaction is fair and reosonobfe,

Voting Exciusion: The Company will disregard any votes cost on this Resolution by Mr Pager or any of his associates. How/ever, the Company need not disregard a vote if it is cost by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

_ RESOLUTION 6 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO MR HUGH WARNER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"Ihat, subject to ail other Resolutions being passed, for the purpose of Sections 208 and 611 (Item 7) of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to allot and issue up to:

(a) 16,166,667 First Placement Shares;

(b) 7.5 million First Placement Options; and

(c) 40 million Second Placement Shares,

to Mr Hugh Warner (a proposed new Director of the Company) (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion; The Company will disregard any votes cast on this Resolution by Mr Warner or any of his associates, 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 directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitied to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7 RESOLUTION 7 - ELECTION OF MR MICHAEL POILAK AS A DIRECTOR

To consider and. If thought fit, to pass, with or without amendment, the following resolution as on ordinary resolution;

"That subject to oil other Resolutions being passed, Mr MIctioel Pollak, being eligible and having consented to act, be elected a Director, effective immediately."

—

RESOLUTION 8 - ELECTION OF MR JONATHAN PAGER AS A DIRECTOR

To consider and, If thought fit, to pass, with or without amendment, the following resolution as on ordinary resolution:

Ihat, subject to all other Resolutions being passed, Mr Jonathan Pager, being eligible and having consented to act, be elected a Director, effective Immediately."

7 RESOLUTION 9 - ELECTION OF MR HUGH WARNER AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution;

"Ihat, subject to all other Resolutions being passed, Mr Hugh Warner, being eligible and having consented to act, be elected a Director, effective immediately."

To RESOLUTION 10 - CHANGE OF COMPANY NAME

To consider and. If thought fit, to pass, with or without amendment, the following resolution as a special resolution;

'That subject to all other Resolutions being passed, pursuant to Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to "PLD Corporation Limited".

_

RESOLUTION 11 - ADOPTION OF NEW CONSTITUTION

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, subject to all other Resolutions being passed, for the purposes of Section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the Chairman of the Meeting for Identification purposes, in lieu of the existing constitution of the Company."

12. RESOLUTION 12 - SECTION 195 APPROVAL

To consider and, if thought fit, to pass, v^/ith or v^ithout amendment, the foiiov\/lng Resolution as an ordinary resolution:

'T/iof, subject to and condifiona! on the passing of Resolutions 1-9 inclusive, for the purposes of Section 195(4) of the Corporations Act and for all other purposes. Shareholders approve and authorise the Company to complete the transactions as contemplated in this Notice of Meeting."

Short Explanation: Approval of Resolutions 4-6 may result in the Directors appointed by this General Meeting having a "material personal interest" in the recapitalisation and other matters referred to in this Notice. In the absence of this Resolution 12, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated by this Notice,

DATED: 13 OCTOBER 2011

Robert Whitton Deed Administrator Portland Orttiopaedics Limited (Subject to Deed of Company Arrangement) (Receivers & Managers Appointed)

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11:00 am (AEST) on 23 November 2011 at William Buck, Level 29, 66 Goulburn Street, Sydney New South Wales.

This purpose of this Explanatory Statement is to provide information which the Deed Administrator believes to be material to Shareholders In deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 - CONSOLIDATION OF CAPITAL

1.1 General

Resolution 1 seeks Shareholder approval to consolidate the number of Securities on issue on a one (1) for ten (10) basis (Consolidation).

If Resolution 1 is passed and excluding any Securities Issued pursuant to the other Resolutions, the number of:

(a) Shares on issue will be reduced from 242,975,503 to 24,297,551 (subject to rounding); and
(b) Options on issue will be reduced from 27,834,417 to 2,783,442 (subject to rounding).

1.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed In a general meeting, convert all or any of its shares into a larger or smaller number.

1.3 Fractional entitlements

Not all Securityholders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 10. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

1.4 Taxation

It is not considered that any taxation Implications will exist for Securityholders arising from the Consolidation. However, Securityholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor the Deed Administrator (nor the Deed Administrator's advisers) accept any responsibility for the Individual taxation Implications arising from the Consoiidation,

1.5 Holding statements

From the date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Securityholder to checi< the number of Securities held prior to disposal or exercise (as the cose may be).

1.6 Effect on capital structure

The effect which the Consolidation will hove on the Company's capital structure is set out in the table in the Letter to Shareholders on page 5 of this Notice of Meeting.

1.7 Indicative timetable*

If Resolution 1 is passed, the reduction of capital will tal<e effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 5) of the ASX Listing Rules):

Company annou'ices Consolidation and dispatches Notice of Meeling	:6Septembe'201 •
Company tolls ASX that Shareholders have approved the Conso idation	18 October 20"!
Last day for pre Consoldation trading.	19 October 2311
Post-Conso idato'1 tiading starts on a deferred .setter-nent basis.	_70_October 2011
I est day fo' Companv io registei transto'son a pre Consoldaiion oasis	26OctODer2011
Firrit day for Company to send notce to each ho'de.' of 1he change
in their details of hoidirgs
	27 0ctobe'201
I irst day for tne Coirpany to register Securities on a posi
Consolidation bas-s and t rst day for issue of holdng statements
Dispatch dale Defened settem.erit marke! ends
Last day fo'Securilies to be entered into holde's' Securty holdings	3Nover--ber2011
Last tday fo' the Company to sond notice to each ho^de' of the
change in their details of hold ngs.

*The Company's securities will continue to remain suspended from Official Quotation until such time as the transactions the subject of this Notice of Meeting have been completed and the Company has complied with ail pre-quotation requirements of ASX. Accordingly, there will be no trading in the Company's Securities until the Company has been reinstated to Official Quotation.

7 RESOLUTION 2 - FIRST PLACEMENT - SHARES AND OPTIONS

2.1 General

Resolution 2 seeks Shareholder opprovoi for the allotment and issue (on a postConsolidation basis) of the following Securities pursuant to a prospectus;

(a) 120 million Shares at an issue price of $0.0025 per Shore to raise $300,000; and
Cb) 60 million Options at $0.000025 per Option to raise $1,500, with each Option exercisable at $0.01 on or before 31 December 2014,

(First Placement).

Other than the Proposed Directors (whose participation in the First Placement (either directly or through their nominees) must be approved pursuant to

Resolutions 4-6), none of the remaining subscribers pursuant to this Issue will be related parties of the Company,

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option). If the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 2 wlli be to allow the Company to issue the Shares pursuant to the First Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

Shareholders should note that if they have been invited to participate In the First Placement by the Board, but choose to vote in respect of Resolution 2, they will automatically be disqualified from subscribing for Securities under the First Placement (refer to the voting exclusion statement in relation to Resolution 2).

2.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and In accordance with ASX Listing Rule 7.3, the following information is provided in relation to the First Placement:

(a) a maximum of 120 million Shares are to be issued;
(b) o maximum of 60 million Options are to be granted;
(c) the First Placement Securities will be issued no later than 3 months after the date of the General Meeting (or such later dote to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that ailotment will occur on the same date;
(d) the Issue price of each First Placement Shore will be $0.0025;
(e) the issue price of each First Placement Option will be $0.000025;
(f) the Board will determine to whom the First Placement Securities will be Issued but these persons will not be related parties of the Compony (other than those First Placement Securities issued to the Directors or their nominees, in accordance with Resolutions 4, 5 and 6);
(g) the First Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(h) the terms of the First Placement Options are set out in Schedule 1; and
(i) the Company intends to use the funds raised from the First Placement towards the matters set out under the heading "Use of Funds' in the Letter to Shareholders on page 5 of this Notice of Meeting.

3. RESOLUTION 3 - SECOND PLACEMENT - SHARES

3.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of up to 170 million Shares (on a post-Consoiidation basis) pursuant to a prospectus at an issue price of $0.01 per Share to raise up to S 1.7 million (Second Placement).

Other than the Proposed Directors (whose participation in the First Placement (either directly or through their nominees) must be approved pursuant to Resolutions 4-6). none of the remaining subscribers pursuant to this issue will be related parties of the Company.

ASX Listing Rule 7,1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Second Placement during the period of 3 months after the General Meeting (or a longer period. If allowed by ASX), without using the Company's 15% annual placement capacity.

Shareholders should note that if they have been invited to participate in the Second Placement by the Board, but choose to vote in respect of Resolution 3, they will automatically be disquaiified from subscribing for Shares under the Second Placement (refer to the voting exclusion statement in relation to Resolution 3).

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7,3, the following information is provided in relation to the Second Placement:

(a) a maximum of 170 million Shares are to be issued;
(b) the Second Placement Shares will be issued no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the issue price will be $0-01 per Second Placement Share;
(d) the Board will determine to whom the Second Placement Shares will be issued but these persons will not be related parties of the Company (other than those Second Placement Shares issued to the Directors or their nominees, in accordance with Resolutions 4,5 and 6);
(e) the Second Placement Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and
(f) the Company Intends to use the funds raised from the Second Placement towards the matters set out under the heading 'Use of Funds' in the Letter to Shareholders on page 5 of this Notice of Meeting.

4. RESOLUTIONS 4, 5 AND 6 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO PROPOSED DIRECTORS

4.1 General

Subject to Shareholder approval of Resolutions 7, 8 and 9, Messrs Michael Pol!al<, Jonathan Pager and Hugh Warner will be appointed as Directors (Proposed Directors). If Resolutions 4 to 9 Inclusive ore approved, the Proposed Directors (or their nominees) may be Issued with the follov^lng First Placement Securities and Second Placement Shares (collectively, the Related Party Securities):

		First Placement Options (issue price $0.000025)	Second Placem Shares (issue price $0.
Mr Poliak	16.166,667	7,SCO000	20,000.0rj0
Mr Pas7er	16,166,66/"	7.500,000	20,000,000
Mr Wa-r^er	16.166,667	7,500,000	40,000,000

The issue of the Related Party Securities forms part of the First Placement and the Second Placement and will not be in addition to the Issue of the First Placement Shares and Second Placement Securities,

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

(a) obtain the approval of the public company's members in the manner set out in Sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out In Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is. In ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

Pursuant to Section 228(2) of the Corporations Act, a director is a related party of a public company. In addition, pursuant to Section 228(6) of the Corporations Act, If on individual believes or has reasonable grounds to believe that they are lii<ely to become a related party of the public company at any time In the future, they are also deemed to be a related party of the public company for the purposes of the Corporations Act. Accordingly, Messrs Pollok, Pager and Warner are deemed to be related parties of the Company. The grant of the Related Party Securities to the Proposed Directors therefore requires the Company to obtain Shareholder approval.

it Is the view of the Deed Administrator that the exceptions set out In Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 may not apply in the current circumstances. Accordingly, Shareholder approval Is sought for the grant of the Related Party Securities to the Proposed Directors.

4.2 Shareholder approval Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Ruie 10.13, the foiiowing information is provided in reiation to the proposed grant of Reiated Party Securities:

Co) the reiated parties ore Messrs Poiiak, Pager and Warner. They will be related parties by virtue of Section 228(6) of the Corporations Act, as described above;
(b) the maximum number of Reiated Party Securities (being the nature of the financial benefit being provided) to be issued to the Proposed Directors is set out in the table in Section 4.1 above;
(c) the Related Party Securities will be issued to the Proposed Directors no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and It is anticipated the Related Party Securities will be issued on one date;
(d) the Related Party Securities will be issued to the Proposed Directors at the prices stated In the table in Section 4.1 above, accordingly, of the $300,000 to be raised from the First Placement and the $1.7 million to be raised from the Second Placement), approximately $921,812.50 may be raised from the Proposed Directors (or their nominees). It is intended to use the funds raised in the manner set out under the heading "Use of Funds' on page 5 of the Letter to Shareholders in this Notice of Meeting;
(e) the Related Party Shares issued (being First Placement Shares and Second Placement Shares) will be ful!y paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
(f) the terms and conditions of the Related Party Options (being the First Placement Options) are set out in Schedule 1;
(g) the vaiue of the Related Party Options and the pricing methodology is set out in Schedule 2;
(h) the relevant interests of the Proposed Directors In Securities at the date of this Notice of Meeting are set out beiow:

MrPoiak	N!:	Nil
Mr Pager	Nij
Mr_VJcrre-_	Ni!	Nil

(i) the remuneration and emoluments from the Company as at the date of this Notice to the Proposed Directors for both the current financial year and previous financial year are set out below:

MrI'Oi^ak	N;
Mr Paaer

Nil

Mr Warrei-

(j) if the Related Party Options ore exercised, a total of 22,500,000 Shares would be allotted and issued, As the Related Party Options are port of the 60 million First Placement Options, there will be no increase in the number of Shares on issue as a result of the issue of the Related Party Options, however there will be on increase in the number of Shares on issue as a result of the issue and exercise of the First Placement Options as a whole from 24,297,551 to 84,297,551 (post-Consolidation) (assuming that no other Shares are issued or Options are exercised). Schedule 3 sets out the dilutionory effect of the issue and exercise of the First Placement Securities as a whole;

(k) the Company's Shares were suspended from trading on the ASX on 24 November 2008. The dosing price of the Shares on ASX on its final day of trade is set out below:

50 01;'' 19 November 2308

(i) the Deed Administrator does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company In issuing the Related Party Securities upon the terms proposed.

4.3 Shareholder approval - Item 7 of section 611 of the Corporations Act

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person's or someone else's voting power In the company Increases:

(a) from 20% or below to more than 20%; or
(b) from a starting point that Is above 20% and below 90%.

The voting power of a person in a body corporate Is determined In accordance with Section 610 of the Corporations Act. The calculation of a person's voting power In a company involves determining the voting shares In the company in which the person and the person's associates hove a relevant interest.

A person (second person) will be on 'associate' of the other person (first person) if one or more of the following paragraphs applies:

(c) the first person Is a body corporate and the second person is:
(1) a body corporate the first person controls;
(ii) a body corporate that controls the first person; or
(iii) a body corporate that is controlled by an entity that controls the person;
(d) the second person has entered or proposes to enter into a relevant agreement with the first person for the purpose of controlling or

Infiuencing the composition of the Company's board or the conduct of the Company's affairs;

Ce) the second person is a person with whom the first person Is acting or proposed to oct, in concert in relation to the Company's affairs.

A person has a relevant interest in securities if they:

(f) are the holder of the securities;
Cg) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(h) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people con jointly exercise one of these powers, each of them is tal<en to have that power.

Item 7 of Section 611 of the Corporations Act provides an exception to the prohibition, whereby a person may make an otherwise prohibited acquisition of a relevant interest in a company's voting shares with shareholder approval.

The following Information is required to be provided to Shareholders under the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for Item 7 of Section 611 of the Corporations Act for Resolutions 4-6. Shareholders are also referred to the independent Expert's Report annexed to this Explanatory Statement as Annexure A.

Reason why section 611 approval required

Shareholder approval under Item 7 of the Section 611 of the Corporations Act is required because Mr Jonathan Pager is o related party of Pager Partners and the remaining Proposed Directors ore arguably acting In concert with Pager Partners in relation to the First and Second Placements. Following completion of the First and Second Placements, the Proposed Directors will no longer be acting in concert, however for the present purposes of the approvals required under Resolutions 4-6, it is arguable that their interests should be aggregated. Accordingly, the Proposed Directors' relevant interest in the Company after implementation of all Resolutions (when aggregated) may exceed 20% of the issued capital of the Company.

Specific information required by section 611 item 7 of ttie Corporations Act and ASIC Regulatory Guide 74

Relevant interests and voting power

The table set out below shows the maximum percentage of Shares that the Proposed Directors will be entitled to and the voting power of the Proposed Directors after implementation of all Resolutions In this Notice:

MrFohak N 16.166.667 Z.fjOO.OOO 20,000,000 ^3.666,667 40.04%

Mr Roger	N :	16,166,667	7,5Gr.,000	20,000.000	43,666,667	40 04%
M\ 'A'O'rer	N!	16.106,667	7,500,000	^0,000.003	63,666,667	4004%
Ot'iei
Sha'eho.dors (existing and	2^,297.55:	71.Z99,Q99	37,500,000	90,000,000	;?:.'6.080,99?	59.96%
ne-vV-j
TOTAL:	24,297.551	120,000,000	60.000,000	170,000,000	377,080.993	1007o

Notes:

' Includes the exercise of oil 2,783,442 existing empioyee and listed Options and oil 60 million First Placement Options.
2 Each Proposed Director is deemed to hold a relevant interest in each other Proposed Director's Securities.

The maximum relevant interest in issued voting shares that the Proposed Directors will hold after implementation of all Resoiutions on a fully diluted basis (that is, after exercise of the First Placement Options to be issued to the Proposed Directors pursuant to Resolutions 4-6) is 151,000,001 Shares.

The maximum voting power that the Proposed Directors will hold after implementation of all Resolutions on a fully diluted basis is 40.04%, This represents an increase from 0% to 40.04%.

Proposed Directors' intentions

Other than as disciosed eisewhere in this Explanatory Statement, the Company understands that the Proposed Directors:

(a) have no intention of mal<ing any significant changes to the Company's business other than as set out in this Notice, however it is intended the Company will consider new opportunities os and when they may arise. If the Company identifies new businesses or assets for acquisition, ASX may require the Company to seel< Shareholder approval under Listing Rule 11,1,2, which concerns changes in the nature or scale of activities conducted by listed entitles, in addition, ASX may require the Company to meet the requirements under Chapters 1 and 2 of the Listing Ruies, as if the Company was applying for admission to the Official List;
(b) do not intend to redeploy any fixed assets of the Company;
(c) do not hove any present intention to inject further capital into the Company;
(d) do not intend to transfer any property between the Company or any person associated with it; and
(e) have no current intention to change the Company's existing policies in relation to financial matters.

Capital structure

The proposed capital structure of the Company following completion of al! the transactions the subject of this Notice Is set out In the letter to Shareholders on page 5 of this Notice of Meeting,

Identity, associations and qualifications of Proposed Directors

The experience and qualifications of the Proposed Directors Is set out in the section of this Explanatory Statement under Resolutions 7,8 and 9.

Deed Administrator's recommendations

The Deed Administrator recommends that Shareholders vote in favour of the Resolutions as he considers the proposed restructure and recapitalisation to be In Shareholders' best interests.

Independent Expert's Report

The Independent Expert's Report assesses whether the acquisition of the voting power referred to in this section by the Proposed Directors is fair and reasonable to the non-associated Shareholders of the Company,

The Independent Expert's Report concludes that the acquisition is fair and reasonable to the non-associated Shareholders of the Company.

5. RESOLUTIONS 7, 8 AND 9 - ELECTION OF DIRECTORS

Resolutions 7, 8 and 9 seek the election of Messrs Michael Pollak, Jonathan Pager and Hugh Warner as Directors pursuant to the Constitution of the Company and Section 201E of the Corporations Act,

Mr Michael Pollak - Director

Pursuant to Resolution 7, Mr Michael Pollak seeks appointment as a Director, effective Immediately.

Mr Pollak holds a bachelor of Commerce, is a chartered accountant and has an MBA in strategy from the Australian Graduate School of Management. Michael commenced his career at PrIcewaterhouseCoopers 15 years ago. Michoei has gained valuable experience In both Sydney and London in general management, audit, insolvency, corporate advisory and strategy across a wide range of industries, including financio! services, professional services, retail, mining and manufacturing. Michael has been involved In the recapitalisation of a number of ASX-listed companies.

Mr Jonathan Pager - Director

Pursuant to Resolution 8, Mr Jonathan Pager seeks appointment as a Director, effective Immediately.

Mr Pager has over 18 years' experience as a management consultant across a wide range of Industries In Australia and overseas, and is currently Managing Director of a boutique consultancy. Pager Partners Business Consultants and Pager Partners Corporate Advisory. He has a Masters of Economics and qualified as a chartered accountant with Deloltte, where he commenced his career. Jonathan was previously a director of both TPL Corporation Ltd and TVN

Corporation Ltd, being companies that he recapitalised. Jonathan v\/as also involved in the recapitalisation of MKY Corporation Ltd.

Mr Hugh Warner - Director

Pursuant to Resolution 9, Mr Hugh Warner seeks appointment as a Director, effective immediately.

Mr Warner holds a Bachelor of Economics from the University of Western Australia. He has a broad experience as a public company director having been a director of more than 20 publicly listed companies Involved in the mining, oil & gas, biotechnology and service industries.

Mr Warner is Chairman of TVN Corporation Ltd and Chairman of TPL Corporation Ltd, both listed on ASX.

6. RESOLUTiON 10 ~ CHANGE OF COMPANY NAME

The new name proposed to be adopted under Resolution 10 is "PLD Corporation Limited". The Directors believe that this nev^ name more accurately reflects the proposed future operations of the Company.

T. RESOLUTION 11 - ADOPTION OF NEW CONSTITUTION

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 11 Is a special resolution which will enable the Company to adopt a new constitution (Proposed ConstituHon) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules,

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution, Many of the proposed changes are administrative or minor in nature including but not limited to:

updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd and ASTC Settlement Rules); and
expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

It is not practicable to list all of the changes to the Constitution in this Explanatory Statement and Shareholders ore Invited to contact the Company if they have any queries or concerns. For this purpose, a copy of the proposed new constitution is availabie for review by Shareholders at the General Meeting, at the office of the Company.

J. RESOLUTION 12-SECTION 196 APPROVAL

Approval of Resolutions 4-6 may result in the Directors appointed at the General Meeting having a "materia! personal interest" in the matters referred to in this Notice. In the absence of this Resolution 12, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated In this Notice.

Accordingly, Shareholder approval is being sought to allow the Directors to form a quorum to Implement the transactions contemplated in this Notice.

9. ENQUIRIES

Shareholders are required to contact Robert Whitton of William Buck on +61 2 8263 4000 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Austraiian doilars.

AEST means Australian Eastern Standard Time.

ASIC means the Australian Securities and Investments Commission,

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by It, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the board of directors of the Company as constituted from time to time.

Business Day means iVionday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company means Portland Orthopaedics Limited (ACN 086 839 992) (Subject to Deed of Company Arrangement) (Receivers & Managers Appointed).

Consolidation means the consolidation of the Company's capital the subject of Resolution 1.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 200^ (Cth).

Creditors Trust means the trust established pursuant to the Creditors' Trust Deed for the purposes of satisfying approved creditor claims.

Creditors Trust Deed means the Creditors Trust Deed entered into by the Company on 5 July 2011.

Deed Administrator means Mr Robert William Whitton.

Directors mean the directors of the Company from time to time.

DOCA means the Deed of Company Arrangement entered into by the Company on 15 April 2009, as varied by Deed of Variation dated 5 July 2011.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

First Placement means the placement the subject of Resolution 2.

First Placement Option means on option to acquire a Share on the terms and conditions set out in Schedule 1.

First Placement Securities means the Shares and First Placement Options to be issued pursuant to the First Placement.

First Placement Shares means the Shares to be issued pursuant to the First Placement,

General Meeting means the meeting convened by the Notice of Meeting.

Independent Expert means Stantons international Securities (ACN 128 908 289).

Independent Expert's Report means the report by the Independent Expert annexed to this Notice of General Meeting as Annexure A,

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Official List means the official list of ASX.

Official Quotation means officia! quotation of the Compony's Shares on ASX.

Option means an option to acquire a Share.

Optiontiolder means a holder of on Option.

Pager Partners means Pager Partners Corporate Advisory Pty Ltd (ACN 123 845 401) as trustee for The Pager Partners Investment Trust.

Proposal means the proposal by Pager Partners to recapitalise and restructure the Company on the terms summarised in the Letter to Shareholders forming part of this Notice of Meeting.

Proposed Directors mean Mr Michael Pollak, Mr Jonathan Pager and Mr Hugh Warner.

Proxy Form means the form of proxy contained on page 29 of this Notice of Meeting

Related Party Option means an option to acquire a Share on the terms and conditions set out in Schedule 1.

Related Party Securities has the meaning given to that term In Section 4.1 of the Explanatory Statement.

Related Party Stiares means the First Placement Shares and Second Placement Shares to be issued to the Proposed Directors pursuant to Resolutions 4-6.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Second Placement means the placement the subject of Resolution 3.

Second Placement Shares means the Shares to be Issued pursuant to the Second Placement.

Securities means Shares and Options and Shares or Options.

Stiare means a fully paid ordinary shore in the capital of the Company.

Siiareholder means o holder of a Share.

Syndicate means Pager Partners (or nominees).

SCHgPULE 1 - TERMS AND CONDITIONS OF FIRST PLACEMENT OPTIONS

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

Ca) Each Option gives the Optionholder the right to subscribe for one (1) Share. To obtain the right given by each Option, the Optionholder must exercise the Options In accordance with these terms and conditions.
(b) The Options will expire at 5;00pm (AEST) on 31 December 2014 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(c) The amount payable upon exercise of each Option will be $0.01 (Exercise Price).
(d) The Options may be exercised in whole or in part, and if exercised in part, multiples of 100,000 must be exercised on each occasion,
(e) Optionholders may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice).

(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
(h) The Options are freely transferable.
(1) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares,
(i) The Company will not apply for quotation of the Options on ASX, However, the Company may apply for quotation of all Shares allotted pursuant to the exercise of the Options on ASX within 10 Business Days after the date of allotment of those Shares.
(k) !f at any time the issued capital of the Company Is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
(I) There are no participating rights or entitlements inherent In the Options and the Optionholder will not be entitled to participate in new issues of capital offered to Sharehoiders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date wi!i be at least 6 Business Days after the issue is announced. This will give the Optionholder the opportunity to exercise the Options prior to the date for determining entitlements to participate in any such issue,

(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of Issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out In ASX Listing Rule 6.22.2.
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option Is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

SCHEDULE 2 - VALUATION OF RELATED PARTY OPTIONS

Under the First Piacement, a totai of 60 miilion First Piacement Options are proposed to be granted. Of those First Placement Options, 22.5 million are proposed to be granted to the Proposed Directors (or their nominees) pursuant to Resolutions 4-6 (being the Related Party Options). The Related Party Options have been valued.

Using the theoretical Blacl< & Scholes option model and based on the assumptions set out below, the Related Party Options were ascribed a value range, as follows:

Indicative value per Related Party Option Total Value of Related Party Options

Note: The vaiuation ranges noted above are not necessarily the market prices that the Related Party Options could be traded at and they are not automatically the market prices for taxation purposes.

SCHEDULE 3 - DILUTIONARY EFFECT OF ISSUE OF RELATED PARTY SECURITIES

Mr Pollak	Nil	Nil	-,6,166,667	7,500,C	.:i,ooo.ofjo	43,66f;,667	r.58%
Mr Pager	Nil	M	16.166,667	7,50:;,t	j,cco.aoQ	43.666,667	Ti ^8%
Mr Warner	Nil	Nil	16,166,667	7.5aO,C	^,ono,aon	63.666,667	•688%
Other Shareholders	?A'.,9/b.oO.'3	24,297,551	71,499,999	3/,oG0	'O.OOO.QOD	226,080,992

^ On a post-Consolidation basis.

2 On a post-Consolidation basis, assuming all 170 million Second Placement Shares are issued.

3 Assumes a total of 314,297,551 Shares are on issue (post Consolidation and including the First Placement Shares and the Second Placement Shares) and all 60 miliion First Placement Options, 1,834,852 employee Options and 948,590 listed Options are exercised, resulting in a total issued Share capital of 377,080,993 Shores. The aggregate dilutionary effect of the issue of the Related Party Securities is 40.04% on the basis that each Proposed Director is deemed to hold a relevant interest in each other Proposed Director's Related Party Securities.

The market price for Shares during the term of the Related Parly Options would normally determine whether or not the First Placement Options are exercised. !f, at any time any of the First Placement Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the First Placement Options, there may be a perceived cost to the Company.

PROXY FORM

APPOINTMENT OF PROXY PORTLAND ORTHOPAEDICS LIMITED (SUBJECT TO DEED OF COMPANY ARRRANGEMENT) (RECEIVERS & MANAGERS APPOINTED) ACN 086 839 992

GENERAL MEETING

i/We of being a member of Portland Orthopaedics Limited CSubjeot to Deed of Company Arrangement) (Receivers & Managers Appointed) entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, or the Chair's nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the General Meeting to be held at 11 ;00 am (AEST), on 23 November 2011 at the offices of William Buck, Level 29, 66 Gouiburn Street, Sydney, New South Wales, and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 12 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he or she has an interest in the outcome of Resolutions 1 to 12 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 12 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not oast your votes on Resolutions 1 to 12 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 12.

OR

Voting on Business of the General Meeting

==> picture [437 x 123] intentionally omitted <==

----- Start of picture text -----

FOR AGAINST ABSTAIN
Resolution 1 -Consoiidation of Capital D D
n
Resolution 2 - First Plocement - Shores and Options D D
n
Resolution 3 - Second Placement - Shares D D
n
Resolution 4 - Issue of First and Second Plocement Securities to Mr Michael Pollok ! 1 D D
Resolution 6 - Issue of First and Second Plocement Securities to Mr Jonothon Pager
n n n
Resolution 6 -Issue of First and Second Placement Secunties to Mr Hugh Worner r 1 D D
Resolution 7 - Election of Director - Mr Michael Pollok D D
n
Resolution 8 - Election of Director - Mr Jonathan Pager i 1 D D
Resolution 9 - Election of Director - Mr Hugh Worner D
n n
Resolution 10 - Change of Company Name 11 D D
Resolution 11 - Adoption of New Constitution D
n n
Resolution 12-Section 195 Approval D D D
----- End of picture text -----

Please note: if you mork the abstain box for a particulor Resolution, you ore directing your proxy not to vote on thot Resolution on o show of hands or on a poll and your votes v^ii! not to be counted in computing the required majority on a poll.

Signature of Member(s):

Signature of Member(s): Dote: 2011 Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary Contact Name: Contact Ph (daytime): „,

Instructions for Connpleting 'Appointment of Proxy' Form

1, (Appointing a Proxy); A member entitled to attend and vote at the General Meeting is advised;
they are entitled to appoint a proxy to attend and vote on the meeting on their behalf;
a duly appointed proxy need not be a member of the Company; and
a member entitled to attend and cost two or more votes at a meeting is entitled to appoint not more than two proxies to ottend ond vote on a poll on their behotf,

A member may appoint the Chair as their proxy by marking the box at the beginning of the Proxy Form, if the Choir is appointed, o member may direct how the Chair Is to vote by marking one of the boxes opposite each item of business, and they must vote as directed. If the appointed Proxy is the Chair and the member does not direct how they are to vote, the member will be taken to hove directed the Chair to vote as the Choir intends in respect of the Resolution. If the person to be appointed as a proxy is someone other than the Choir that person's name or name of the office of that person must be written in the specified box on the Proxy Form. If this box is left blank, or the named proxy does not attend the meeting, the Chair will be the member's proxy.

The appointment of o second proxy must be done on a separate copy of the Proxy Form. Where more thon one proxy is appointed, such proxy must be allocated o proportion of the member's voting rights. If a member appoints two proxies and the appointment does not specify this proportion, eoch proxy may exercise half the votes.

(Direction to Vote); A member moy direct a proxy how to vote by marking one of the boxes opposite each item of business. Where o box is not marked, the proxy may vote as they choose, if a member wishes to apportion their voting rights, they may do so by inserting a percentoge or number of securities they wish to vote in the 'For', 'Against' or 'Abstain' boxes, The sum of the votes cost must not exceed their voting entitlement or 100%, if a person appointed as o proxy for a member who is entitled to vote (and such proxy is not chairing the meeting) abstains from voting and the directions on the Proxy Form require that person to vote, the votes not exercised by that person will be given to the Chair to vote in occordonce with the directions on the Proxy Form. A proxy holder who holds contradictory instructions from multiple members must not vote on a show of hands. Unless authorised by ASIC, if a member of key monogement personnel or a closely related party of key management personnel is appointed as a proxy, they ore not permitted to vote undirected proxies on remuneration matters (arising directly or indirectly in connection with remuneration of key management personnel), related party benefit matters under Chapter 2E of the Corporations Act and any spill resolutions. However, the chair may vote a proxy that does not specify how it is to be voted, provided the member who has lodged the proxy has provided their consent In the Proxy Form for the choir to exercise the proxy in its discretion (sove in relation to the remuneration report where a direction is required). Where more than one box is marked on an item the vote will be invalid on that item.
3, (Signing Instructions);
(Individual); Where the holding is in one name, the member must sign,
(Joint Holding); Where the holding is In more than one name, all of the member should sign,
(Power of Attorney); if you hove not already provided the Company or registry (as the circumstances require) with a Power of Attorney, please attach a certified photocopy of the Power of Attorney to the Proxy Form when it is returned.
(Companies); Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not hove a company secretary, a sole director can olso sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held,
(Attending the Meeting); Completion of a Proxy Form will not prevent Individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy's authority to speak and vote for that member is suspended while the member is present at the General Meeting,
5, (Return of Proxy Form): To vote by proxy, please complete and sign the enclosed Proxy Form and return;
(by post); to Portland Orthopaedics Limited (Subject to Deed of Company Arrangement) (Receivers & Managers Appointed), C/- William Buck, Level 29.66 Goulburn Street, Sydney NSW, 2000;
(by facsimile): to the Deed Administrator on fax number +61 2 8263 41 1 1; or
(by email); to the Deed Administrator at; robert,whitton@williombucknsw,com,au,

so that it is received at least 48 hours before the General Meeting,

Proxy forms received later than this time will be invalid.

ANNEXURE A - INDEPENDENT EXPERT'S REPORT

Stanions Intemotionai P!y Lid Srading as

Stantons International Securities

ABN 41 103 088 697

AF5 Licence No, 319600

LEVEL I, 1 HAVELOCK STREET WEST PERTH WA 6005, AUSTRALIA PH: 8 9481 3188 • FAX; 61 8 9321 1204 www.stQntons.com .an

19 September 2011

Portland Orthopaedics Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed)

CI- Pager Partners Corporate Advisory Pty Ltd PO Box 96

ROSE BAY NSW 2029

Dear Sirs

RE: PORTLAND ORTHOPAEDICS LIMITED (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (RECEIVERS AND MANAGERS APPOINTED) (ABN 92 086 839 992) MEETING OF SHAREHOLDERS PURSUANT TO SECTION 611 (ITEM 7) OF THE CORPORATIONS ACT ("TCA") AND AUSTRALIAN SECURITIES EXCHANGE ("ASX") LISTING RULE 10.11

1. Introduction

i We have been requested by the directors of Pager Partners Corporate Advisory Pty Ltd as trustee for the Pager Partners Investment Trust ("Pager") to prepare an independent expert's report to determine the fairness and reasonableness of the transactions referred to in Resolutions 4, 5 and 6 as detailed in the Notice of Meeting ("the Notice") to Portland Orthopaedics Limited (Subject to a Deed of Company Arrangement) (Receives and Managers Appointed) ("PLD" or "the Company") shareholders to be issued in September 2011. Pager via Messrs Hugh Warner, Jonathan Pager and Michael Pollak or entities associated with each of these individuals ("the Syndicate") has provided the funding to meet the costs associated with the Notice and funding to meet certain on-going costs of PLD. Nominees of Pager, being Messrs Hugh Warner, Jonathan Pager and Michal Pollak ai-e proposed to be appointed Directors of PLD following shareholder approval that is expected to occur in October 2011.

Resolution 2 relates to the proposal for the Company to allot and issue not less than 120,000,000 fully paid ordinary shares in the capital of the Company at an issue price of 0.25 cents per ordinary share (on a post consolidated basis) to raise $300,000 ("First Placement Shares") and the issue of 60,000,000 share options for a total consideration (on a post consolidated basis) of $1,500 with each option is exercisable at 1 cents each, on or before 31 December 2014 ("First Placement Options").

Resolution 3 relates to the proposal to allot and issue not less than 170,000,000 fully paid ordinary shares in the Company at an issue price of LO cent per ordinary share (on a post consolidated basis) pursuant to a prospectus to raise $1,700,000 ("Second Placement Shares"),

POR1955A/ Independent Expert's Repoit September 2011- Portland

Member of Russell Bedford Infemotioncil

Stantons Internaflonai Securities AFS licence No. 319600

Resolution 4 relates to the proposal for the Company to allot and issue up to ! 6,166,667 First Placement Shares, up to 7,500,000 First Placement Options and up to 20,000,000 Second Placement Shares to Mr Michael Pollak. Resolution 5 relates to the proposal for the Company to allot and issue up to 16,166,667 First Placement Shares, up to 7,500,000 First Placement Options and up to 20,000,000 Second Placement Shares to Mr Jonathan Pager. Resolution 6 relates to the proposal for the Company to allot and issue up to 16,166,667 First Placement Shares, up to 7,500,000 First Placement Options and up to 40,000,000 Second Placement Shares to Mr Hugh Warner. The recipients of such shares and share options may be nominees of the proposed directors.

Further details are noted below and in the Explanatory Statement to Shareholders of PLD.

1.2 On 24 November 2008, the securities in PLD were suspended from quotation on the Official List of the ASX pending an announcement on the possible sale of the business of PLD. As a result of cash flow difficulties and the failure to complete a sale of the business combined with difficulties in raising further capital, the directors of PLD on 2 December 2008 appointed Mr Bradley John Tonks and Robert Whitton of Lawler Partners as joint and several Administrators of the Company pursuant to Section 436A of TCA. Subsequently, on 9 December 2008, Ozera Kassem and Bruno Secatore of Cor Cordis Chartered Accountants were appointed as Receivers and Managers of PLD (but not the subsidiaries of PLD) pursuant to a fixed and floating charge held by Trafalgar Capital Specialized Investment Fund ("Trafalgar" or the Secured Creditor"). The Administrators traded until 31 December 2008 and then it was decided to scale down the operations and stand down the majority of the staff. At a second meeting held on 16 January 2009, the Administrators recommended to tlie creditors of the Company that it was in the best interests of creditors to enter into a Deed of Company Arrangement ("DOCA") to give the Administrators time to seek a restructure of the Company. The DOCA was signed on 15 April 2009 following a creditors meeting held on 23 Mai-ch 2009. The Administrators considered a number of proposals to recapitalise the Company and put to the creditors via a creditors meeting held on 8 April 2011 three separate recapitalisation proposals. Eventually the Administrators accepted the proposal by Pager and executed a variation to the DOCA ("Varied DOCA") to facilitate the recapitalisation proposal put forward by Pager ("Recapitalisation Proposal"). The Varied DOCA was executed by the Company, Robert Whitton as Deed Administrator, Trafalgar and Pager on 5 July 201L Under the Recapitalisation Proposal and the Varied DOCA, $630,000 will be made available to the secured and unsecured creditors via a conditional loan agreement to meet the terms of the Recapitalisation Proposal and Varied DOCA. Two thirds of the $630,000; that is $420,000 is to be paid as full and final settlement to Trafalgar (see below). Further background information is set out in the Letter to Shareholders forming part of the Notice and the Explanatory Statement to Shareholders.
1.3 Pager via the Syndicate as noted below has provided the funding to meet the costs associated with the Notice and funding to meet certain on-going costs of PLD. As part of the DOCA, Varied DOCA and Recapitalisation Proposal put forward by Pager, the shareholders are being asked to approve the following:
(a) the consolidation of the capital of the Company on the basis that every 10 shares be consolidated into 1 share (Resolufion 1). The existing number of shares on issue is purported to be 242,975,503 and this will reduce to approximately 24,297,551 and the number of existing share options are also reduced o n a 1 for 10 basis (and the exercise price increased by 10 times);
(b) the issue and allotment of 120,000,000 post consolidated shares at an issue price of 0.25 cents per share following the consoHdation of capital, to raise $120,000 for working capital and the issue of 60,000,000 post consohdated share options for a total consideration of $1,500 with each option exercisable at 1 cent each on or before 31

PORI955A/ Independent Expert's Report September 2011- Portland

Stantons International Securities AFS Licence No. 319600

December 2014. The determination of the allottees is at the sole discretion of the Syndicate (Resolution 2);

(c) the issue and allotment of 170,000,000 post consolidated shares at an issue price of 1.0 cent per share to raise $1,700,000 for working capital. The 170,000,000 post consolidated shares will be issued pursuant to a prospectus (Resolution 3);
(d) allowing those parties (the Syndicate and or nominees) to acquire a relevant interest in up to 48,500,001 First Placement Shares (up to 16,166,667 each), up to 22,500,000 First Placement Options (up to 7,500,000 each) and up to 80,000,000 Second Placement Shares (up to 20,000,000 to each of Messrs Pollak and Pager and up to 40,000,000 to Warner) (Resolutions 4, 5 and 6);
(e) the transfer of such assets of the Company as are capable of being assigned to the Trustee pursuant to Listing Rule 11.2 of the ASX and the terms of the Varied DOCA;
(f) the election of Michael Pollak (Resolution 7), Jonathan Pager (Resolution 8) and Hugh Warner (Resolution 9) as Directors of the Company;
(g) change the name of the Company to PLD Corporation Limited (Resolution 10);
(h) the adoption of a new Constitution (Resolution 11) and
(g) obtaining Section 195 (of the Corporations Act) to allow the completion of all of the proposals included in the Notice (Resolution 12).

The Syndicate collectively who will lend $630,000 to the Company (and pay such funds to the Deed Administrators/Trustees of the Creditors Trust) in satisfaction of the Varied DOCA will be repaid out of the capital raisings noted in Resolutions 2 and 3. $420,000 of the proceeds will be paid by the Trustees of the Creditors Trust to the Receivers and Managers as full acquittal of the debt due to the secured creditor. The remaining funds of $210,000 will be distributed by the Deed Administrators of the Varied DOCA and the Deed Administrators will be paid their fees and costs and the fees and costs outstanding as Administrators. The balance will be used to the benefit of the unsecured creditors (as a full and final settlement). On completion of the Recapitalisation Proposal, there will be no residual creditors of the Company or potential recovery from former creditors against the Company.

1.4 For the purposes of Chapter 2E of the TCA, Hugh Warner, Jonathan Pager and Michel Pollak, are each a related party of the Company by virtue of the fact that they are proposed directors of PLD and are Syndicate members. Jonathan Pager is a director of Pager and the only shareholder of Pager.
1.5 Upon fulfilment of the terms of the Varied DOCA all secured and unsecured creditors' claims will be extinguished. Furthermore, upon successful completion of the Varied DOCA, the Company will:
be released from the Varied DOCA;
apply to be requoted on the ASX;
have approximately a minimum of $1,296,500 cash funds after recapitahsation costs but before any capital raising costs and spending funds on the PLD Business as referred to in paragraph 3,.2 below; and
have a 100% interest in the PLD Business.
1.6 There are nine other resolutions (Resolutions 1, 2, 3 and 7 to 12) being put to the shareholders of PLD. We are not reporting on the fairness and reasonableness of such proposals. This report specifically addresses Resolutions 4, 5 and 6 only. However, we note that all of the other Resolutions are all part of the recapitalisation process of PLD and Resolutions 1 to 12 are interdependent upon each other.
1.7 Under Section 606 of TCA, a person must not acquire a relevant interest in issued voting shares in a company if because of the transaction, that persons or someone else's voting power in the company increases:

POR1955A/independent Expert's Report September 2011-Portland

Sfantons Internatlonai Securities

AfS licence No. 319600

(a) from 20% or below to more than 20%; or
(b) from a starting point that is above 20% and below 90%.

Under Section 611 (Item 7) of TCA, Section 606 does not apply in relation to any acquisition of shares in a company by resolution passed at a general meeting at which no votes were cast in favour of the resolution by the acquirer or the disposer or their respective associates. An independent expert is required to report on fairness and reasonableness of the transaction pursuant to a Section 611 (Item 7) meeting.

l.f Following the consummation of the Resolutions relating to tlie share structure of the Company, the following table depicts the new share structure of the Company. In addition Section 2.1 refers to the shareholding details if all Resolutions are passed and consummated.

	Existing	No. of First	No. of Second	No. of First
	shareholders	Placement Shares	Placement	Placement
	after the 1 for 10	to be issued	Shares to be	Options to be
	consolidation of	pursuant to	issued	issued pursuant
	capital	Resolution 2, 4, 5	pursuant to	to Resolution 2, 4,
	(Resolution!)	and 6	Resolution 3,4,	Sand 6
			5 and 6
Hugh Warner	-	16,166,667	40,000,000	7,500,000
Jonathan Pager	-	16,166,667	20,000,000	7,500,000
Michael Pollak	-	16,166,667	20,000,000	7,500,000
The Syndicate	.	48,500,001	80,000,000	22,500,000
Third Parties to be
Nominated by the
Syndicate	-	71,499,999	90,000,000	37,500,000
Existing shareholders	24,297,551	-	-	-
Total if all shares issued
pursuant to Resolutions 2
and 3	24,297,551	120,000,000	170,000,000	60,000,000

The fully paid ordinary shareholding interests of the Syndicate if it is assumed that 120,000,000 First Placement Shares will be issued pursuant to Resolution 2 and 170,000,000 Second Placement Shares will be issued pursuant to Resolution 3 would be as follows:

	Ignoring	Including
	Options	Options
	%	Exercised by
		Related
		Parties
		%
Hugh Warner	17.87	17.00
Jonathan Pager	11.51	11.67
Michael Pollak	11.51	11.67
The Syndicate	40.89	40.34
Third Parties to be Nominated by the Syndicate
and pursuant toaprospectus	51.38	53.16
	92.27	93.51

The total number of fully paid ordinary shares on issue (post-consolidation) would be 314,297,551 (before exercise of the 60,000,000 First Placement Options) and 374,297,551 (after exercise of the 60,000,000 First Placement Options). It is assumed that all existing share options on issue will expire unexercised or will not be exercised before the relevant expiry dates and thus the above percentages (including Options), excludes the existing share options. Any outstanding convertible notes are assumed to form part of unsecured creditors.

The combined ordinary fully paid shareholder interests of the Syndicate would initially be a minimum of 40.89% and 40.34% if only the 60,000,000 First Placement Options were exercised (no exercise of any existing share options).

POR1955A/ Independent Expert's Report September 2011- Portland

Stantons Jnternationai Securities AFS Licence No. 319600

Therefore, an independent expert's report pursuant to the Section 611 (Item 7) of TCA is required to report on the fairness and reasonableness of the transactions pursuant to Resolutions 4, 5 and 6. Also, as Messrs Hugh Warner, Jonathan Pager and Michael Pollak are deemed by ASX Listing Rules to be related parties, shareholder approval under Listing Rule 10.11 is required. The Syndicate via Pager has requested Stantons International Securities to prepare an independent expert's report to assist the shareholders of PLD in determining as to whether they vote for or against Resolutions 4, 5 and 6 as outlined in the Notice. To determine our conclusion on such Resolutions, we have considered the fairness and reasonableness of Resolutions 2 and 3 as the shares and share options to be issued to the proposed Directors are part of the First Placement Shares, Second Placement Shares and First Placement Options noted in Resolutions 2 and 3.

1.9 Apart from this introduction, the report considers the following:
Summary of opinion
" Implications of the proposals
Future directions of PLD
Basis of technical valuation of PLD
Premium for control
" Fairness and reasonableness of the proposals
Conclusion as to fairness and reasonableness
Sources of infonnation
" Appendix A and Financial Service Guide

2. Summary of Opinion

2.1 In determining the fairness and reasonableness of the transactions pursuant to Resolutions 4, 5 and 6 we have had regard to the guidelines set out by the Australian Securities and Investments Commission ("ASIC") in its Regulatory Guideline 111 "Content of Expert Reports". Regulatory Guide 111 states that an opinion as to whether an offer is fair and/or reasonable shall entail a comparison between the offer price and the value that may be attributed to the securities under offer (fairness) and an examination to determine whether there is justification for the offer price on objective grounds after reference to that value (reasonableness). The concept of "fairness" is taken to be the value of the offer price, or the consideration, being equal to or greater than the value of the securities in the above mentioned offer. Fuilhermore, this comparison should be made assuming 100% ownership of the "target" and irrespective of whether the consideration is scrip or cash. An offer is "reasonable" if it is fair. An offer may also be reasonable, if despite not being "fair", there are sufficient grounds for security holders to accept the offer in the absence of any higher bid before the close of the offer. It also states that, where an acquisition of shares by way of an allotment is to be approved by shareholders pursuant to Section 611 (Item 7) of TCA, it is desirable to commission a report by an independent expert stating whether or not the proposal is fair and reasonable, having regards to the proposed allottees and whether a premium for potential control is being paid by the allottees.

Accordingly, our report relating to Resolutions 4, 5 and 6 is concerned firstly with the fairness and reasonableness of the proposals with respect to the existing non associated shareholders of PLD (not associated with the Syndicate) and secondly whether the price payable for potential conti'ol includes a premium for control.

POR1955A/ Independent Expert^s Report September 2011- Portland

Stantons Inlernaiional Securities AfS Licence No. 319600

2.2 In our opinion:

The proposals as outlined in Resolutions 4, 5 and 6 that would allow the Syndicate to acquire up to 48,500,001 First Placement Shares, up to 80,000,000 Second Placement Shares and 22,500,000 First Placement Options in PLD (and allow such share options to be exercised) are, in the absence of a superior offer, on balance, fair and reasonable to the non associated shareholders of PLD.

The opinions expressed above are to be read in conjunction with the more detailed analysis and comments made in this report.

3. Implications of the Proposals

3.1 Prior to the appointment of the Deed Administrators and the Receivers and Managers, the total number of ordinary fiilly paid shares on issue in PLD was 242,975,503 and PLD had several classes of share options outstanding as noted above. If all the resolutions are consummated the Syndicate or nominated third parties who are issued shares under a prospectus could own approximately 92.27% of the post consolidated ordinary fully paid share capital of the Company (as depicted in paragraph 1.8) prior to the exercise of the 60,000,000 First Placement Options. As the third parties nominated by the Syndicate (being issued shares under a prospectus) are only deemed under TCA to be related, the actual holding of the postconsolidated ordinary share capital of the Company by the Syndicate is up to approximately 40.89%. If the 60,000,000 First Placement Options proposed to be issued pursuant to Resolution 2 are exercised, then the Syndicate and nominated third parties who had been issued First Placement Options pursuant to a prospectus collectively will own approximately 93.51% of the post-consolidated ordinary share capital of the Company and the Syndicate only would own up to approximately 40.34% (assumes no existing share options are exercised).

It is estimated that the cost of the reconstruction process (legal fee, corporate fees, expert's report but excluding capital raising fees) will be around $75,000. The Administrators and Deed Administrators remuneration and expenses are payable out of the $630,000 to be lent to the Company by the Syndicate pursuant to the terms of the Varied DOCA.

3.2 Following the consummation of all terms and conditions of the various Deeds and assuming all Resolutions are consummated PLD's unaudited pro-forma Balance Sheet is expected to disclose:

		Summary of	Pro-forma after
		Report to	capital raisings and
		Creditors and	completion of Varied
	Notes	information	DOCA and
		provided by Deed	Resolutions I to 12
		Administrators
Current and Non Current
Assets
Cash assets		Not ascertainable	1,296,500
Receivables		Not ascertainable
Intangible assets/PLD Business		Not ascertainable
Total Assets		Not ascertainable	1,296,500
Liabilities
Priority and secured creditors		2,503,125
Unsecured creditors		3,968,219
Total Current Liabilities		6,471,254
NetAssets(Liabilities)		Not ascertainable	1,296,500

POR1955A/ Independent Expert's Report September 20(1- Portland

Stantons international Securities

AFS Licence No. 319600

		Summary of	Pro-forma after
		Report to	capital raisings and
		Creditors and	completion of Varied
	Notes	information	DOCA and
		provided by Deed	Resolutions 1 to 12
		Administrators
Equity (not disclosed in Reports
by the Administrators)
Issued capital		Not ascertainable	Not ascertainable
Option reserve		Not ascertainable	Not ascertainable
Other reserves		Not ascertainable	Not ascertainable
Accumulated losses		Not ascertainable	Not ascertainable
Total Equity (Deficiency)		Not ascertainable	1,296,500

The Administrators also consider that the likely value of a PLD share pre the Varied DOCA is nil and the unsecured creditors would not be paid out in full. In view of the above, it is reasonable to assume that the value of a PLD share prior to the recapitalisation proposal put forward by Pager on behalf of the Syndicate is nil.

The movement in the cash assets is reconciled as follows:

Note
Cash assets:
Opening balance	Not ascertainable
Transferred to Trustees	Not ascertainable
Placement of First Placement shares at 0.25 cents each	300,000
Placement of Second Placement Shares at 1.0 cent each	1,700,000
Issue of First Placement Options	1,500
Payment to satisfy obligations under DOCA	(630,000)
Costs of DOCA and holding shareholders meeting	(75,000)
Closing balance	1,296,500

The movement in the issued capital is reconciled as follows:

Opening balance fully paid shares	Not ascertainable
Issue of shares at 0.25 cents each	300,000
Issue of shares at 1.0 cents each	1,700,000
Closing balance	Not ascertainable

The interest in the intangible assets to be retained has not been independently valued for the purposes of the pro-forma statement of financial position. The assets would be subject to an impairment test under the Australian equivalents of International Financial Reporting Standards ("A-IFRS") and Pager considers that the current value to be minimal for the purposes of accounting under A-IFRS although no formal valuation has been made by the Directors. The new directors have committed new working capital to spend on assessing the viability of the intangible assets. For the purposes of this report, we have ascribed nil value in the absence of an independent valuation but note that the intangible assets may have some value in the future but not enough to conclude that tlie current value of a share in PLD has any value. The intangible assets include, inter-alia the intellectual property, goodwill, domain names, websites, trademarks, customer base and all other assets to operate the business as well as all patents, brochures, samples and other assets relating to the Company's "Magron Total Hip Replacement and Tite Tool or Double Threaded Cone (DTC) Hip Technology". The Explanatory Statement refers to the intangible assets as the PLD Business.

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Stantons international Securities AFS Licence No. 319600

3.3 The First Placement Options under Resolution 2 will be 60,000,000 options exercisable at 1 cent each on or before 31 December 2014. It is assumed the existing share options will not be exercised.
3.4 It is proposed that Messrs Hugh Warner, Jonathan Pager and Michael PoUak will be appointed to the PLD Board.

4. Future direction of PLD

4.1 We have been advised by a Pager proposed director of the Company who is also a representative of the Syndicate that:
The short term intention is to complete the Varied DOCA including the recapitalisation process;
At the time of preparation of this report they are not aware of any proposals currently contemplated whereby PLD will acquire any property or assets from the Syndicate or third parties nominated by the S5Tadicate or where PLD is to transfer any of its property or assets to the Syndicate or third parties nominated by the Syndicate;
The Board of Directors of PLD will change in the very near future as all existing Directors will resign and Messrs Poilak, Pager and Warner will be appointed as Directors and new directors may be appointed in the event of any significant new acquisition;
No dividend policy has been set and is not proposed to be set until such time as the Company is profitable and has a positive cash flow;
As part of the recapitalisation process, the Company proposes to seek re-quotation of the Company's shares on the ASX; and
The proposal by the Syndicate is to have PLD continue the PLD Business as outlined in the Letter to Shareholders accompanying the Notice and the Explanatory Statement to Shareholders and PLD will seek new projects in the medical devices industry by way of acquisition or investment and in market segments unrelated to the medical devices industry.

5. Basis of Technical Valuation of PLD

5.1 Allotment of Shares
5.1.1 In considering the proposals as outlined in Resolutions 4, 5 and 6 (and in effect Resolutions 2 and 3) we have sought to determine if the potential consideration payable by the Syndicate or third parties nominated by the Syndicate is fair and reasonable to the existing non-associated shareholders of PLD.
5.1.2 The proposals pursuant to Resolutions 2 to 6 would be fair to the existing non-associated shareholders if the value of the consideration being offered by the Syndicate or third parties nominated by the Syndicate is greater than the current implicit value of the shares and options of PLD immediately prior to the transactions. Accordingly, we have sought to determine a theoretical value that could reasonably be placed on PLD shares and options for the purposes of this report.
5.1.3 The valuation methodologies we have considered in determining the current technical value of a PLD share are:
CapitaHsed maintainable earnings/discounted cash flow Takeover bid - the price which an alternative acquirer might be willing to offer Adjusted net asset backing and windup value
The market value price of PLD shares

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Stantons international Securities AFS Licence No. 3!9600

5.2 Capitalised maintainable earnings/discounted cash flows
5.2.1 As noted above, PLD is under a Varied DOCA and under the control of a Deed Administrator and Receivers and Managers appointed. Due to PLD's current state of affairs, the lack of a profit history aiising from business undertakings and the immediate lack of a reliable fature cash flow from a business activity, we have considered these methods of valuation not to be relevant for the purposes of this report (also refer 3.2 above).

5.3 Takeover bid

We have been advised by a Pager proposed director (on behalf of the proposed directors of PLD) that they do not believe that there would be any existing shareholder or proposed shareholder that has an interest in taking over the Company by way of a formal takeover bid. However, we note that under the Varied DOCA and recapitalisation process, the Syndicate and third parties who receive shares pursuant to a prospectus collectively could own up to approximately 92.27% of the post-consolidated ordinary share capital of the Company (or the Syndicate would own approximately up to 40.89%) before the exercise of the 22,500,000 First Placement Options (being part of the First Placement Options) (and excludes the exercise of any existing share options).

5.4 Net asset backing and windup value
5.4.1 As noted in the Administrator's reports, prior to the original and Varied DOCA, PLD was insolvent and the Administrators of PLD considered that on a windup basis, there would be a deficiency in fiinds resulting in the unsecured creditors receiving less than a 100% return on debts owing.
5.4.2 Purely based on the book values of a reconstructed PLD, the net assets would be disclosed at approximately $1,296,500 which would be equivalent to approximately 0.41 cents per post consolidated ordinary fully paid share, assuming 314,297,551 ordinary fully paid shares would be on issue after the recapitalisation process. This compares with the current value of a PLD share of nil cents.
5.5 Market price of PLD shares
5.5.1 As the Company is suspended from the ASX, we do not believe it is appropriate to value a PLD share based on prior quoted prices of PLD shares on the ASX.
5.6 After taking into account the matters referred to in the preceding paragraphs, we are of the view that the current theoretical value of a PLD share (prior to the recapitalisation process) is nil cents.
5.7 If the Varied DOCA and the recapitalisation process are finalised, the cash value of a PLD share immediately post construction and recapitaUsation could approximate 0.41 cents per ordinary fully paid share before capital raising costs (refer paragraph 5.4.2 above).

6. Premium for Control

6.1 Premium for control for the purposes of this report has been defined as the difference between the price per share that a buyer would be prepared to pay to obtain a controlling interest in the Company and the price per share at which the same person would be required to pay per share which does not caiTy with it control of the Company.

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Stantons international Securities AFS Licence No, 319600

6.2 Under TCA, control may be deemed to occur when a shareholder or group of associated shareholders control more than 20% of the issued capital. In this case, the Syndicate or nominated third parties who receive shares pursuant to a prospectus collectively could hold approximately 92.27% of the expanded post-consoHdated ordinary fiilly paid issued capital of PLD (or the Syndicate could own 40.89% (before the exercise of the 22,500,000 First Placement Options to be granted to the Syndicate and any existing share options).
6.3 The PLD shares that are proposed to be issued to the Syndicate or third parties nominated by the Syndicate are deemed to be theoretically worth nil cents. Of the amount raised, $630,000 will be repaid to the Syndicate. The Syndicate will lend the Company $630,000 in satisfaction of the Varied DOCA and such funds are to be acquitted by the Varied DOCA Administrators (as Trustees of the Creditors Trust Fund) and the Receivers and Manages (to the extent of $420,000). The $630,000 will be used to pay the Administrator's, Deed Administrator's and Trustees remuneration and expenses and the unsecured creditors the balance as full and final settlement of debts and pay $420,000 as full and final settlement of the secured creditor. After certain transaction costs, a cash balance of approximately $1,296,500 will remain in the Company (after estimated reconstruction costs of $75,000 but before any capital raising costs) plus the PLD Business at $nil and assuming Resolutions 2 to 6 are passed and consummated. In our opinion, it is possible that the Syndicate or third parties nominated by the Syndicate are paying a premium for control, however, the non associated shareholders of PLD are benefiting in that the theoretical value of a PLD share rises from nil cents (with significant liabilities) to a company with a theoretical cash backed value of approximately 0.41 cents per ordinary fully paid share, all liabihties extinguished and the consolidated ordinary fully paid shares requoted on the ASX.

7. Fairness and Reasonableness of the Proposals

We have set out below some of the advantages, disadvantages and other factor pertaining to the proposals, pursuant to Resolutions 2 to 6 and the recapitalisation proposals generally.

Advantages

7.1 The passing and consummation of Resolutions 2 to 6 in conjunction with the completion of the Varied DOCA and recapitahsation process would result in a net cash injection of approximately $1,296,500 plus the PLD Business (after recapitalisation costs) into the Company and having a company with no liabilities, compared with the current position whereby the Company is subject to a Varied DOCA and is in a net liability position.
7.2 If the proposals per Resolutions 2 to 6 are consummated along with the completion of the Varied DOCA, the book value and net asset backing of a PLD post consolidated ordinary fully paid share rises fi^om nil cents to approximately 0.41 cents.
7.3 If Resolutions 2 to 6 are passed together with the completion of the Varied DOCA and recapitalisation process, the Company's chances to seek re-quotation of its shares on the ASX are enhanced. By obtaining re-quotation of the Company's shares, the existing shareholders are offered some liquidity to sell their shares (reduced on a 1 for 10 basis) on the ASX although as a disadvantage many shareholders may be left without a marketable parcel under ASX H sting rules.
7.4 The Syndicate bring expertise to the Company in that Messrs Hugh Warner, Jonathan Pager and Michel Pollak have had experience as directors, managers or company secretaries of public listed companies. They will also seek new business opportunities in the Orthopaedic sector and in market segments unrelated to the Orthopaedics sector. Further details on the new directors are outlined in the Explanatory Statement to Shareholders.

PORI955A/ Independent Expert's Report September 2011- Portland

Stantons Internationai Securities AFS Licence No. 319600

Disadvantages

7.5 A significant shareholding in the Company is being obtained by the Syndicate or third parties nominated by the Syndicate by the subscription for ordinary fully paid shares. However, we note that PLD will be recapitalised with approximately $1,296,500 in cash will have no debt and will have the opportunity to consider the acquisition of other assets in the Orthopaedic sector and in market segments unrelated to the Orthopaedics sector.
7.6 PLD would only have approximately cash of $1,296,500 (after recapitalisation costs but before any brokerage costs) after completion of the Varied DOCA and the recapitalisation process. Further fundraisings may be required to be undertaken in the near future. If further shares are issued, the percentage share holding of the existing shareholders of PLD may be diluted down even further. However as noted above, the shares in PLD prior to the recapitalisation process are considered to be of nil value.
7.7 The ultimate value of the PLD Business is unknown. The PLD Business may not be commercially exploited and further losses may be incurred.

Other

7.8 The 60,000,000 First Placement Options if exercised would resuh in an inflow of funds to PLD of $600,000. The exercise price of the 60,000,000 First Placement Options is 1 cent each. The trading price of a PLD share (after re-quotation of the Company's shares on the ASX that is dependent upon completion of the recapitalisation process) at the date of exercise of the share options would probably be in excess of 1 cent before option holders exercised the share options.
7.9 The 60,000,000 First Placement Options to be issued for a total of $1,500 have been valued using the Black Scholes option valuation methodology as noted in Schedule 2 of the Notice. The value ascribed is 0.535 cents each for a total value of approximately $321,000 of which approximately $120,375 relate to the Options to be issued to the Syndicate members.

8. Conclusion as to Fairness and Reasonableness

8.1 After taking into account the matters referred to in 7 above and elsewhere in this report, we are of the opinion that, in the absence of a superior offer, on balance, the proposals as outlined in Resolutions 4, 5 and 6 are, on balance fair and reasonable to the nonassociated shareholders of PLD (not associated with Pager and the Syndicate).

9. Sources of Information

9.1 In making our assessment as to whether the proposals pursuant to Resolutions 4, 5 and 6 are fair and reasonable, we have reviewed relevant published available information and other unpublished information of PLD which is relevant in the current circumstances. In addition, we have held discussions with a representative of the Syndicate (and a proposed director of PLD) about the present state of affairs of PLD. Statements and opinions contained in this report are given in good faith, but in the preparation of this report, we have relied in part on information provided by the Syndicate and a proposed director of PLD.
9.2 Information we have received includes, but is not limited to:
Draft of Notice of General Meeting of Shareholders of PLD (and Draft Explanatory Statement to Shareholders attached) prepared to 19 September 2011;
Discussions with a representative of Pager, the Syndicate and a proposed director of PLD;

POR1955A/ independent Expert's Report September 2011 - Portland

Stantons International Securities AFS Licence No. 319600

Shareholding details of PLD;
The Administrator's Reports and Circular to Creditors pursuant to Section 439A of TCA for PLD of 4 December 2008; 8 January 2009,13 March 2009 and 24 March 2011; Varied DOC A dated 5 July 2011;
PLD annual report for the year ended 30 June 2008;
ASX information on PLD;
The Creditors Trust Deed;
General information on PLD; and
The Reconstruction Deed regarding a proposal to recapitahse PLD dated 24 February 2011 between Pager, PLD, the Deed Administrators and the Secured Creditor.

9.3 Our report includes Appendix A and Financial Services Guide, attached to this report.

Yours faithfully STANTONS INTERNATIONAL SECURITIES

J P Van Dieren - FCA Director

POR1955A/ Independent Expert's Report September 2011- Portland

Stantons international Securities AFS Licence No, 319600

APPENDIX A

AUTHOR INDEPENDENCE

This annexure forms part of and should be read in conjunction with the report of Stantons International Pty Ltd trading as Stantons International Securities dated 19 September 2011, relating to Resolutions 4, 5 and 6 (only) outlined in the Notice of Meeting of Shareholders of PLD.

At the date of this report, Stantons International Securities does not have any interest in the outcome of the proposals. There are no relationships with PLD other than acting as an independent expert for the purposes of this report. There are no existing relationships between Stantons International Securities and the parties participating in the transactions detailed in this report which would affect our ability to provide an independent opinion. The fee to be received for the preparation of this report is based on the time spent at normal professional rates plus out of pocket expenses and is estimated not to exceed $8,500 (excluding GST). The fee is payable regardless of the outcome. With the exception of that fee, neither Stantons International Securities nor John P Van Dieren have received nor will or may they receive any pecuniary or other benefits, whether directly or indirectly for or in connection with the making of this report. Stantons International Securities, Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd or any directors of Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd do not hold any securities in PLD. There are no pecuniary or other interests of Stantons International Securities that could be reasonably argued as affecting its ability to give an unbiased and independent opinion in relation to the proposal. Stantons International Securities and Mr J Van Dieren have consented to the inclusion of this report in the form and context in which it is included as an annexure to the Notice.

QUALIFICATIONS

We advise Stantons International Securities is the holder of an Investment Advisers Licence (No 319600) under the Corporations Act relating to ad\ice and reporting on mergers, takeovers and acquisitions involving securities. A number of the directors of Stantons International Pty Ltd are the directors of Stantons International Securities and its affiliated company Stantons International Audit and Consulting Pty Ltd. Stantons International Securities and Stantons International Audit and Consulting Pty Ltd have extensive experience in providing advice pertaining to mergers, acquisitions and strategic for both listed and unlisted companies and businesses.

Mr John P Van Dieren, FCA, the person responsible for the preparation of this report, has extensive experience in the preparation of valuations for companies and in advising corporations on takeovers generally and in particular on the valuations and financial aspects thereof, including the fairness and reasonableness of the consideration offered. The professionals employed in the research, analysis and evaluation leading to the formulation of opinions contained in this report, have qualifications and experience appropriate to the tasks they have performed.

POR1955A/ Independent Expert's Report September 20t 1- Portland

Stanfons international Securities AFS Licence No, 319600

DECLARATION

This report has been prepared at the request of Pager and the Syndicate in order to assist the shareholders of PLD to assess the merits of the proposals {Resolutions 4, 5 and 6 only) to which this report relates. This report has been prepared for the benefit of the PLD shareholders and those persons only who are entitled to receive a copy for the purposes of Section 611 (Item 7) of the Corporations Act and ASX Listing Rule 10.1 i and does not provide a general expression of Stantons International Securities opinion as to the longer tenn value of PLD or the PLD Business. Stantons International Securities does not imply, and it should not be construed, that it has carried out any form of audit on the accounting or other records of PLD or any of its subsidiaries. Neither the whole, nor any part of this report, nor any reference thereto may be included in or with or attached to any document, circular, resolution, letter or statement, without the prior written consent of Stantons Internationa] Securities to the form and context in which it appears.

DISCLAIMER

This report has been prepared by Stantons International Securities with due care and diligence. However, except for those responsibilities which, by law cannot be excluded, no responsibility arising in any way whatsoever for errors or omission (including responsibility to any person for negligence) is assumed by Stantons International Securities, Stantons International Pty Ltd, Stantons International Audit and Consulting Pty Ltd, their directors, employees or consultants for the preparation of this report.

DECLARATION AND INDEMNITY

Recognising that Stantons International Securities may rely on information provided by Pager, its officers and the Syndicate (save whether it would not be reasonable to rely on the information having regard to Stantons International Securities experience and qualifications). Pager and the Syndicate has agreed:

a) to make no claim by it or its officers against Stantons International Securities, Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd to recover any loss or damage which PLD may suffer as a result of reasonable reliance by Stantons International Securities on the information provided by Pager and the Syndicate; and
(b) to indemnify Stantons International Securities, Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd against any claim arising (wholly or in part) from Pager or any of its officers providing Stantons Internationa! Securities any false or misleading information or in the failure of Pager and the Syndicate or its officers in providing material information, except where the claim has arisen as a result of wilful misconduct or negligence by Stantons International Securities.

A draft of this report was presented to Pager and the Syndicate for a review of factual information contained in the report. Comments received relating to factual matters were taken into account, however the valuation methodologies and conclusions did not alter. Whilst the Deed Administrators have viewed a draft of this report, neither the Deed Administrators, their professional advisers and William Buck or its employees are responsible for comments in this report. The Deed Administrators do not accept any responsibility for any disclosures in or failure to include any disclosures in this report. The information contained in this report has not been verified independently by the Deed Administrators, their professional advisers and William Buck or its employees who expressly disclaim responsibility for the accuracy or completeness of the information in the report.

FOR] 955A/ Independent Expert's Report September 2011- Portland

SlanSons internaiiono! Pty Lfd itoding as

Stantons International Securities

ABN 41 103 088 697

AFS Licence No. 319600

LEVEL 1. ] HAVELOCK STREET WEST PERTH WA 6005, AUSTRALIA 61 8 9481 3188 • FAX: 61 8 9321 1204 wvvw.5fantons.com, ou

FINANCIAL SERVICES GUIDE FOR STANTONS INTERNATIONAL PTY LTD (Trading as Stantons International Securities) Dated 19 September 2011

Stantons International Securities ACN 103 088 697 ("SIS" or "we" or "us" or "ours" as appropriate) has been engaged to issue general financial product advice in the form of a report to be provided to you.
Financial Services Guide

In the above circumstances we are required to issue to you, as a retail client a Financial Services Guide ("FSG"). This FSG is designed to help retail clients make a decision as to their use of the general financial product advice and to ensure that we comply with our obligations as financial services licensees.

This FSG includes information about;

who we are and how we can be contacted;
the services we are authorised to provide under our Australian Financial Services Licence, Licence No: 319600;
remuneration that we and/or oui" staff and any associated receive in connection with the general financial product advice;
any relevant associations or relationships we have; and
our complaints handling procedures and how you may access them.

3.

Financial services we are licensed to provide

We hold an Australian Financial Services Licence which authorises us to provide financial product advice in relation to:

Securities (such as shares, options and notes)

We provide financial product advice by virtue of an engagement to issue a report in connection with a financial product of another person. Our report will include a description of the circumstances of our engagement and identify the person who has engaged us. You will not have engaged us directly but will be provided with a copy of the report as a retail client because of your connection to the matters in respect of which we have been engaged to report.

Any report we provide is provided on our own behalf as a financial services licensee authorised to provide the financial product advice contained in the report.

^Russell Member of Russell Bedford Inlemationol Bedford^

PORI955Ay Independent Expert's Report September 2011- Portland

Stantons International Securities AFS Licence No. 319600

4. General Financial Product Advice

In our report we provide general financial product advice, not personal financial product advice, because it has been prepared without taking into account your personal objectives, financial situation or needs. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. Where the advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

5. Benefits that we may receive

We charge fees for providing reports. Tliese fees will be agreed with, and paid by, the person who engages us to provide the report. Fees will be agreed on either a fixed fee or time cost basis.

Except for the fees referred to above, neither SIS, nor any of its directors, employees or related enfities, receive any pecuniary benefit or other benefit, directly or indirectly, for or in connection with the provision of the report.

6. Remuneration or other benefits received by our employees

All our employees receive a salary. Our employees are eligible for bonuses based on overall productivity but not directly in connection with any engagement for the provision of a report.

7. Referrals

We do not pay commissions or provide any other benefits to any person for referring customers to us in connection with the reports that we are licensed to provide.

8. Associations and relationships

SIS is ultimately a wholly division of Stantons International Pty Ltd a professional advisory and accounting practice. Our directors may be directors in Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd (who may charge management fees to Stantons International Securifies).

From time to time, SIS, Stantons International Pty Ltd and Stantons International Audit and Consulting Pty Ltd and/or their related enfities may provide professional services, including audit, accounting and financial advisory services, to financial product issuers in the ordinary course of its business.

9. Complaints resolution

9.1 Internal complaints resolution process

As the holder of an Australian Financial Services Licence, we are required to have a system for handling complaints from persons to whom we provide financial product advice. All complaints must be in writing, addressed to:

PORi955A/ Independent Expert's Report September 201! - Portland

Stantons Jnterngt-Ional Securities AFS Licence No. 359600

The Complaints Officer Stantons International Securities Level 1 1 Havelock Street WEST PERTH WA 6005

When we receive a written complaint we will record the complaint, acknowledge receipt of the complaints within 15 days and investigate the issues raised. As soon as practical, and not more than 45 days after receiving the written complaint, we will advise the complainant in writing of our determination.

9.2 Referral to External Dispute Resolution Scheme

A complainant not satisfied with the outcome of the above process, or our determination, has the right to refer the matter to the Financial Ombudsman Service Limited ("FOSL"). FOSL is an independent company that has been estabHshed to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about FOSL are available at the FOSL website www.fos.org.au or by contacting them directly via the details set out below.

Financial Ombudsman Service Limited PO Box 3 MELBOURNE VIC 8007

Toll Free: 1300 78 08 08 Facsimile: (03)9613 6399

10. Contact details

You may contact us using the details set out at the top of our letterhead on page 1 of this FSG.

POR1955A/ Independent Expert's Report September 2011 - Portland

AI assistant

ARIKA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

64420_rns_2011-10-23_54749137-8614-4fad-bed7-571b65b9d3dc.pdf

PORTLAND ORTHOPAEDICS LIMITED (Subject to Deed of Company Arrangement) (Receivers & Managers Appointed)

ACN 086 839 992

NOTICE OF GENERAL MEETING

CONTENTS

Venue

Your Vote is Important

Voting In Person

Voting by Proxy

Proxy Forms received later than tills time will be invalid.

LEHER TO SHAREHOLDERS

Dear Shareholder

Conditions of ttie Proposai

Pro-forma capital structure

Use of funds

Notes;

Reinstatement fo Official Quotation

Summary

NOTICE OF MEETING

AGENDA

_ l^ggQj^y.^lQI^ ^ _ CONSOLIDATION OF CAPITAL

3. RESOLUTION 3 - SECOND PLACEMENT - SHARES

4. RESOLUTION 4 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO MR MICHAEL POLLAK

5. RESOLUTION 5 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO MR JONATHAN PAGER

_ RESOLUTION 6 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO MR HUGH WARNER

7 RESOLUTION 7 - ELECTION OF MR MICHAEL POILAK AS A DIRECTOR

RESOLUTION 8 - ELECTION OF MR JONATHAN PAGER AS A DIRECTOR

7 RESOLUTION 9 - ELECTION OF MR HUGH WARNER AS A DIRECTOR

To RESOLUTION 10 - CHANGE OF COMPANY NAME

_

RESOLUTION 11 - ADOPTION OF NEW CONSTITUTION

12. RESOLUTION 12 - SECTION 195 APPROVAL

DATED: 13 OCTOBER 2011

EXPLANATORY STATEMENT

1. RESOLUTION 1 - CONSOLIDATION OF CAPITAL

1.1 General

1.2 Legal requirements

1.3 Fractional entitlements

1.4 Taxation

1.5 Holding statements

1.6 Effect on capital structure

1.7 Indicative timetable*

7 RESOLUTION 2 - FIRST PLACEMENT - SHARES AND OPTIONS

2.1 General

(First Placement).

2.2 Technical information required by ASX Listing Rule 7.1

3. RESOLUTION 3 - SECOND PLACEMENT - SHARES

3.1 General

3.2 Technical information required by ASX Listing Rule 7.1

4. RESOLUTIONS 4, 5 AND 6 - ISSUE OF FIRST AND SECOND PLACEMENT SECURITIES TO PROPOSED DIRECTORS

4.1 General

4.2 Shareholder approval Chapter 2E of the Corporations Act and Listing Rule 10.11)

4.3 Shareholder approval - Item 7 of section 611 of the Corporations Act

Reason why section 611 approval required

Specific information required by section 611 item 7 of ttie Corporations Act and ASIC Regulatory Guide 74

Relevant interests and voting power

Notes:

Proposed Directors' intentions

Capital structure

Identity, associations and qualifications of Proposed Directors

Deed Administrator's recommendations

Independent Expert's Report

5. RESOLUTIONS 7, 8 AND 9 - ELECTION OF DIRECTORS

Mr Michael Pollak - Director

Mr Jonathan Pager - Director

Mr Hugh Warner - Director

6. RESOLUTiON 10 ~ CHANGE OF COMPANY NAME

T. RESOLUTION 11 - ADOPTION OF NEW CONSTITUTION

J.

RESOLUTION 12-SECTION 196 APPROVAL

9. ENQUIRIES

GLOSSARY

SCHgPULE 1 - TERMS AND CONDITIONS OF FIRST PLACEMENT OPTIONS

(Exercise Notice).

SCHEDULE 2 - VALUATION OF RELATED PARTY OPTIONS

SCHEDULE 3 - DILUTIONARY EFFECT OF ISSUE OF RELATED PARTY SECURITIES

^ On a post-Consolidation basis.

PROXY FORM

ARIKA RESOURCES LIMITED Proxy Solicitation & Information Statement 2011