ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Building 191 Murdoch University South Street, Murdoch, Western Australia on 24 November 2014 at 10.00 AM (WST).

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9360 2888

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice.

ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Orthocell Limited ( "Company" ) will be held at Building 191 Murdoch University South Street, Murdoch, Western Australia on 24 November 2014 at 10.00 AM (WST). ( "Meeting" ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 22 November 2014 at 10.00 AM (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

Financial, Directors' and Auditor's Report

To receive the Financial Report, Directors' Report and Auditor's Report of the Company and its controlled entities for the financial year ended 30 June 2014.

1. Resolution 1 – Remuneration Report

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(d) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(e) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected (directly or indirectly) with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Mr Matthew Callahan as a Director

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

"That Matthew Callahan, who retires in accordance with article 6.1(f)(i)(A) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

3. Resolution 3 – Re-election of Professor Lars Lidgren as a Director

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

"That Lars Lidgren, who retires in accordance with article 6.1(f)(i)(B) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director.”

4. Resolution 4 – Approval of 10% Placement Facility

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

"That pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed, and any associates of those persons.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman 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.

4. Resolution 5 - Adoption of Orthocell Limited Employee Option Acquisition Plan

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

“That, for the purposes of Listing Rule 7.2 Exception 9(b), as an exception to Listing Rule 7.1, and for all other purposes, approval is given for the establishment of the “Orthocell Limited Employee Option Acquisition Plan” and the issue of securities there under, on the terms and conditions summarised in Schedule 1 and in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) it is cast by the Chairman 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.

4. Resolution 6 – Authority to Grant Plan Options to a Director – Mr Paul Anderson

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

"That, conditional upon Resolution 5 being approved, pursuant to and in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders authorise the grant of up to 750,000 Options under the Orthocell Limited Employee Option Acquisition Plan to Mr Paul Anderson (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director who is eligible to participate in the Orthocell Limited Employee Option Acquisition Plan and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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 7 – Authority to Grant Plan Options to a Director – Dr Stewart Washer

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

"That, conditional upon Resolution 5 being approved, pursuant to and in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders authorise the grant of up to 400,000 Options under the Orthocell Limited Employee Option Acquisition Plan to Dr Stewart Washer (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director who is eligible to participate in the Orthocell Limited Employee Option Acquisition Plan and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

6. Resolution 8 – Authority to Grant Plan Options to a Director – Mr Matthew Callahan

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

"That, conditional upon Resolution 5 being approved, pursuant to and in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders authorise the grant of up to 400,000 Options under the Orthocell Limited Employee Option Acquisition Plan to Mr Matthew Callahan (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director who is eligible to participate in the Orthocell Limited Employee Option Acquisition Plan and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

7. Resolution 9 – Authority to Grant Plan Options to a Director – Professor Lars Lidgren

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

"That, conditional upon Resolution 5 being approved, pursuant to and in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders authorise the grant of up to 150,000 Options under the Orthocell Limited Employee Option Acquisition Plan to Professor Lars Lidgren (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director who is eligible to participate in the Orthocell Limited Employee Option Acquisition Plan and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

8. Resolution 10 – Authority to Grant Plan Options to a Director – Mr Qi Xiao Zhou

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

"That, conditional upon Resolution 5 being approved, pursuant to and in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders authorise the grant of up to 150,000 Options under the Orthocell Limited Employee Option Acquisition Plan

to Mr Qi Xiao Zhou (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director who is eligible to participate in the Orthocell Limited Employee Option Acquisition Plan and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

9. Resolution 11 – Authority to Grant Plan Options to a Related Party – Ms Nicole Telford

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

"That, conditional upon Resolution 5 being approved, pursuant to and in accordance with Listing Rule 10.14, Chapter 2E of the Corporations Act, and for all other purposes, Shareholders authorise the grant of up to 250,000 Options under the Orthocell Limited Employee Option Acquisition Plan to Ms Nicole Telford (or her Permitted Nominee) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a Director who is eligible to participate in the Orthocell Limited Employee Option Acquisition Plan and any of their associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) 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.

10. Resolution 12 – Section 195 Approval

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

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice."

Dated 8 October 2014

By Order of the Board

==> picture [120 x 38] intentionally omitted <==

Simon Robertson Company Secretary

How to vote

Shareholders can vote by either:

attending the meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a Shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a member of the Key Management Personnel or their Closely Related Party is appointed as a proxy, the proxy may only vote on Resolutions 1 and 4 if the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.
Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the Meeting, the Chairman will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman, the secretary or any Director that do not contain a direction as to how to vote will be used where possible to support each of the resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.
To be effective, proxies must be lodged by 10.00 AM (WST) on 22 November 2014. Proxies lodged after this time will be invalid.
Proxies may be lodged using any of the following methods:
by returning a completed proxy form in person to: Automic Registry Services Suite 1a, Level 1 7 Ventnor Avenue
- West Perth WA 6005
by post using the pre-addressed envelope provided with this Notice to: PO Box 223, West Perth WA 6872
by faxing a completed proxy form to + 61 8 9321 2337.

The proxy form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 10.00 AM (WST) on 22 November 2014. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 10.00 AM (WST) on 22 November 2014.

ORTHOCELL LIMITED

A B N 5 7 1 1 8 8 9 7 1 3 5

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of the Shareholders of Orthocell Limited to be held at Building 191 Murdoch University, Murdoch Western Australia on 24 November 2014 at 10.00 AM (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

Financial, Directors' and Auditor’s Report

Shareholders will be offered the opportunity to discuss the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2014 at the Meeting, copies of which can be found on the Orthocell Limited website www.orthocell.com.au or by contacting the Company's registered office on (08) 9360 2888.

Shareholders will be offered the opportunity to ask questions or make comments on the management of the Company.

The Chairman will also provide Shareholders a reasonable opportunity to ask the auditor questions relevant to:

(a) the conduct of the audit;
(b) the preparation and content of the independent audit report;
(c) the accounting policies adopted by the Company in relation to the preparation of accounts; and
(d) the independence of the auditor in relation to the conduct of the audit.

The Chairman will also allow a reasonable opportunity for the auditor or their representative to answer any written questions submitted to the auditor under section 250PA of the Corporations Act.

1. Resolution 1 – Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2014 contains the Remuneration Report which sets out the Board’s policy for determining the nature and amount (or value) of remuneration for the Key Management Personnel of the Company and reports the remuneration arrangements in place for Key Management Personnel, including the executive Directors, specified executives and non-executive Directors. The Remuneration Report is set out in the Company’s Annual Financial Statements which is available on the Company’s website at www.orthocell.com.au.

This Meeting is the first annual general meeting of the Company since it listed on 12 August 2014.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 ( Director and Executive Remuneration Act ) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

The Director and Executive Remuneration Act introduced new sections 250U to 250Y, amongst others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

Therefore, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all directors (other than the managing director) may be up for re-election.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments, on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Meeting is appointed as your proxy and you do not specify the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

2. Resolution 2 – Re-election of Mr Matthew Callahan as a Director

It is a requirement of article 6.1(f)(i)(A) of the Company’s Constitution that one third of the Directors, excluding the Managing Director, (rounded down if necessary to the nearest whole number) must retire at each annual general meeting.

The Constitution provides that a Director who retires under article 6.1(f) is eligible for re-election.

Pursuant to the Constitution, Mr Matthew Callahan will retire at this Meeting and, being eligible, seeks re-election.

Mr Matthew Callahan was appointed a director of the Company on 30 May 2006.

Mr Callahan is a founding director of Orthocell. He is also the founding CEO of iCeutica and a coinventor of some of the technologies that comprise the SoluMatrix Fine Particle Technology™ for improving the bioavailability of pharmaceuticals. iCeutica and its partner Iroka Pharmaceuticals have successfully secured the approval of two drugs by US FDA and has 6 separate clinical programs underway using the technology. He has more than 20 years legal, licensing and investment management experience and was also the founding CEO of Dimerix Bioscience Pty Ltd and is a director of Glycan Bioscience LLC.

Mr Callahan has worked as investment director for two venture capital firms investing in life sciences and other sectors. He was General Manager and General Counsel with an ASX listed patent licensing company where he was responsible for licensing programs that have generated over $100 million in revenue.

The Board believes that Mr Callahan has performed the duties and responsibilities of a director diligently and professionally, in the best interests of all Shareholders.

The Board (in the absence of Mr Matthew Callahan) support the re-election of Matthew Callahan.

The Chairman intends to exercise all undirected proxies in favour of Resolution 2.

3. Resolution 3 – Re-election of Professor Lars Lidgren as a Director

It is a requirement of article 6.1(f)(i)(B) of the Company’s Constitution that in addition to a director who retires under article 6.1(f)(i)(A), any other director, excluding the Managing Director, who will at the end of the meeting have been in office for three or more years since he was last elected to office must retire at the meeting.

The Constitution provides that a Director who retires under article 6.1(f) is eligible for re-election.

Professor Lidgren was appointed a director of the Company on 17 December 2007. Pursuant to the Constitution, Professor Lars Lidgren will retire at this Meeting and, being eligible, seeks reelection.

Professor Lidgren has authored and co-authored over 250 original publications, and has more than 150 patents/applications. He was spokesman for Biomaterials in the Nordic Orthopaedic Society, Chairman for the Swedish National Knee Register, Director of the National Board of Health and Welfare, Musculoskeletal Competence Centre and member of several editorial boards. Professor Lidgren initiated and has led the UN ratified Bone and Joint Decade He founded Scandimed, a global leading company in bone cements and delivery, acquired by Biomet. He is the inventor, founder and board member of Bone Support, an emerging leader in bone therapeutics. In 2014 a successful oversubscribed IPO was undertaken in a privately held health/security/mobile communication company, GWS (Nasdaq: OMX, expected listing date 15 October 2014), where he is chairman and majority shareholder.

The Board believes that Professor Lidgren has performed the duties and responsibilities of a director diligently and professionally, in the best interests of all Shareholders.

The Board (in the absence of Professor Lars Lidgren) support the re-election of Professor Lars Lidgren.

The Chairman intends to exercise all undirected proxies in favour of Resolution 3.

4. Resolution 4 – Approval of 10% Placement Facility

4.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

While the Company has no current intention to use the 10% Placement Facility, the Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility in the 12 months following the Meeting.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) below).

The Company intends to continue to develop its existing business activities. The Company may use the 10% Placement Facility to further develop and commercialise its products.

The Directors of the Company believe that Resolution 4 is in the best interests of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

The Chairman intends to exercise all undirected proxies in favour of Resolution 4.

4.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b)

Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue quoted Shares and unquoted Options.

Listing Rule 7.1A.2 provides that eligible entities which have obtained Shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of Shares on issue 12 months before the date of issue or agreement:
(A) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;
(B) plus the number of partly paid Shares that became fully paid in the 12 months;
(C) plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid Shares under the entity's 15% placement capacity without Shareholder approval;
(D) less the number of fully paid Shares cancelled in the 12 months.

Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D
- is 10%.
E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 3.2(c) above).

(e) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

4.3 Listing Rule 7.1A

The effect of passing Resolution 4 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

4.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 Trading Days immediately before:
(i) the date on which the price at which the Equity Securities are to be issued is agreed; or
(ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If Resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:
(i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and
(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable “A” in Listing Rule 7.1A.2			Dilution
		$0.17 50% decrease in Issue Price	$0.34 Issue Price	$0.68 100% increase in Issue Price



Current Variable “A” 82,500,000 Shares	Shares issued	8,250,000 Shares	8,250,000 Shares	8,250,000 Shares
	Funds raised	$1,402,500	$2,805,000	$5,610,000

	Dilution effect	10%	10%	10%
50% increase in current Variable “A” 123,750,000 Shares	Shares issued	12,375,000 Shares	12,375,000 Shares	12,375,000 Shares
	Funds raised	$2,103,750	$4,207,500	$8,415,000
	Dilution effect	10%	10%	10%

100% increase in current Variable “A” 165,000,000 Shares	10% Voting Dilution	16,500,000 Shares	16,500,000 Shares	16,500,000 Shares
	Funds raised	$2,805,000	$5,610,000	$11,220,000
	Dilution effect	10%	10%	10%

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

(ii) No Convertible Securities (including any Convertible Securities issued under the 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities.

(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.
(v) The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
- The issue price is $0.34 being the closing price of the Shares on ASX on 7October 2014.
(c) The Company will only issue the Equity Securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the Equity Securities pursuant to the 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) non-cash consideration for the acquisition of the new assets and investments. In such circumstances the Company will comply with the minimum issue price limitations and provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3 and will release the valuation to the market; or
(ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards existing business activities including developing and commercialising its products and/or general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to factors including but not limited to the following:

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources assets or investments.

(f) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.
(g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an

identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

4. Resolution 5 – Adoption of Orthocell Limited Employee Option Acquisition Plan

4.1 Introduction

Resolution 5 seeks Shareholder approval for the establishment of the Orthocell Limited Employee Option Acquisition Plan ( Option Plan ) for the purposes of the Corporations Act and for all other purposes.

Resolution 5 is an ordinary resolution.

The aim of this plan is to allow the Board to assist eligible Employees, who in the Board’s opinion, are dedicated and will provide ongoing commitment and effort to the Company. Eligible Employees are full-time or permanent part-time employees of the Company or a related body corporate (which includes Directors, the Company Secretary and officers), or such other persons as the Board determines.

This is the first approval sought under Listing Rule 7.2 Exception 9(b) with respect to the Option Plan. No Options have previously been issued under the Option Plan.

The key features of the Option Plan are as follows:

(a) The Board will determine the number of Plan Options to be granted to eligible Employees (or their Permitted Nominees) and the vesting conditions, expiry date and the exercise price of the Plan Options in its sole discretion.
(b) The Plan Options are not transferable unless vested and with the prior written approval of the Board and provided that the transfer complies with the Corporations Act.
(c) Subject to the Corporations Act and the Listing Rules, the Board will have the power to amend the Option Plan as it sees fit.

A detailed overview of the terms of the Option Plan is attached in Schedule 2.

5. Resolutions 6 - 11 – Authority to grant Plan Options to Directors and Ms Nicole Telford

5.1 Background

The Company proposes to grant a total of 2,100,000 Plan Options under the Option Plan to the Directors and Ms Telford (or their Permitted Nominees) as follows:

(a) Mr Paul Anderson 750,000 Plan Options. (b) Dr Stewart Washer 400,000 Plan Options. (c) Mr Matthew Callahan 400,000 Plan Options. (d) Professor Lars Lidgren 150,000 Plan Options. (e) Mr Qi Xiao Zhou 150,000 Plan Options. (f) Ms Nicole Telford 250,000 Plan Options.

The principal terms of the Option Plan are summarised in Schedule 2.

The Plan Options will be granted for nil consideration. The Plan Options will be exercisable at a 45% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of grant of the Plan Options, on or before the date that is three years from the date of the grant of the Plan Options.

In the Company’s present circumstances, the Board considers that the incentive to the Directors and Ms Telford that will be represented by the grant of these Plan Options, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the Directors and Ms Telford, as opposed to alternative forms of incentive, such as payment of cash compensation, and are consistent with the strategic goals and targets of the Company.

The Board considers that the experience of the Directors and Ms Telford will greatly assist the development of the Company. As such, the Board believes that the number of Plan Options to be granted to the Directors and Ms Telford is commensurate with their value to the Company.

Given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of the Directors and Ms Telford and the performance and value of the Company are closely related. As such, the Plan Options granted will generally only be of benefit if the Directors and Ms Telford perform to the level where the value of the Company increases sufficiently to warrant exercising the Plan Options.

Resolutions 6 - 11 are ordinary resolutions and are subject to the passing of Resolution 5.

5.2 Listing Rule 10.14 and Chapter 2E of the Corporations Act

Shareholder approval is required under Listing Rule 10.14 and Chapter 2E of the Corporations Act for the proposed grant of the Plan Options because the Directors and Ms Telford are related parties of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Plan Options to the Directors and Ms Telford will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

5.3 Specific information required under Listing Rule 10.15 and section 219 of the Corporations Act

For the purposes of Listing Rule 10.15 and section 219 of the Corporations Act, information regarding the grant of the Plan Options is provided as follows:

(a) The Plan Options will be issued to the Directors, Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou and the Chief Financial Officer, Ms Nicole Telford (or their Permitted Nominees).
(b) The maximum number of Plan Options the Company will grant to each of the Directors and Ms Telford pursuant to Resolutions 6 - 11 are:

(i)	Mr Paul Anderson	750,000 Plan Options.
(ii)	Dr Stewart Washer	400,000 Plan Options.
(iii)	Mr Matthew Callahan	400,000 Plan Options.
(iv)	Professor Lars Lidgren	150,000 Plan Options.
(v)	Mr Qi Xiao Zhou	150,000 Plan Options.
(vi)	Ms Nicole Telford	250,000 Plan Options.

(c) Each Plan Option is exercisable at a 45% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of grant of the Plan Options on or before the date that is three

years from the date of grant. The Plan Options will vest on 12 August 2015. Refer to Schedule 3 for further terms and conditions of the Plan Options.

(d) The exercise price of a Plan Option may, at the Participants election, be paid using the Cashless Exercise Facility (refer to item 7 of Schedule 3).
(e) Upon exercise of the Plan Options, the Shares will be issued on a one for one basis on the same terms as the Company’s existing Shares.
(f)
The Plan Options will be granted for nil consideration.
(g) There have not been any Plan Options granted under the Option Plan to date.
(h) Under the Option Plan, only Employees (as defined in Schedule 1 of this Notice) or their Permitted Nominees, are entitled to participate in the Option Plan. The Directors and Ms Telford have been determined to be an Employee for the purposes of the Option Plan.
(i)
A voting exclusion statement is included in the Notice.
(j) The Company will grant the Plan Options no later than 12 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(k) Each Director has an interest in the outcome of Resolutions 6 – 11 and therefore believes it inappropriate to make a recommendation.
(l) Each of the Directors is a related party of the Company by virtue of being a Director. Ms Nicole Telford is the Chief Financial Officer of the Company and is a related party of the Company by virtue of being the wife of Director, Mr Paul Anderson.
(m) If all of the Plan Options granted to the Directors and Ms Telford are exercised it may result in a dilution of all other Shareholders’ holdings as follows (assuming no Options other than the Plan Options granted to the Directors and Ms Telford are exercised):

CurrentnumberofShares on issue	82,500,000
Numberof PlanOptions to be granted under Resolutions 6- 11	2,100,000
Dilution effect if all Plan Options granted to the Directors are exercised	2.48%

(n) Shareholders have previously approved an aggregate amount of up to $450,000 to be paid as non-executive directors fees. The Directors have resolved that each non-executive Director shall receive the amount of $45,000 per annum as Directors' fees.

Dr Stewart Washer, the Company’s Executive Chairman, receives a consulting fee of $120,000 per annum, plus a bonus of up to 20% of this amount subject to achievement of key performance indicators to be agreed by the Board.

Mr Paul Anderson, the Managing Directors, receives remuneration of $280,000 per annum plus superannuation, plus a bonus of up to 25% of this amount subject to achievement of key performance indicators to be agreed by the Board.In addition to the non-executive director fee of $45,000 per annum, Mr Matthew Callahan is entitled to receive additional fees at the rate of $1,500 per day for services to be provided to the Company on general matters relating to the Company’s business, identifying, evaluating and developing new opportunities and performing any other duties as may be delegated by the Board from time to time.

Ms Nicole Telford, the Chief Financial Officer, receives remuneration of $150,000 per annum plus superannuation plus a bonus of up to 25% of this amount subject to achievement of key performance indicators to be agreed by the Board. A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

On 4 August 2014 Dr Washer, Mr Anderson and Mr Callahan each granted 1,250,000 unlisted Options, exercisable at $0.50 each on or before 3 August 2017, and Ms Telford was granted 500,000 unlisted Options, exercisable at $0.50 each on or before 3 August 2017, which were granted pursuant to the Company’s IPO prospectus dated 28 May 2014 (refer Section 5.3(o) below for further details). Based on the IPO price of Shares of $0.40 and using the assumptions set out in Section 5.3(p) below in respect to interest rate and volatility factor the value of one unlisted Options approximates 11.6 cents. Based on these assumptions the value of the unlisted Options granted to each of Dr Washer, Mr Anderson and Mr Callahan is $145,000 and the value of the unlisted Options granted to Ms Telford is $58,000.

Amounts paid to the Directors and Ms Telford in the last full financial year prior to the date of this Notice (2013/2014) are as follows:


	Salary and Fees ($)	Other benefits ($)	Total ($)
Mr Paul Anderson	285,887(1)	38,471(2)	324,358
Dr Stewart Washer	60,000	-	60,000
Mr Matthew Callahan	37,500	-	37,500
Professor Lars Lidgren	-	-	-
MrQi XiaoZhou	-	-	-
MsNicoleTelford	160,320(3)	17,610(4)	$177,930

Notes:

(1) Includes a bonus of $50,000.

(2) Includes superannuation of $26,445 and long service leave of $12,026.

(3) Includes a bonus of $15,000.

(4) Includes superannuation of $14,830 and long service leave of $2,780.

Other than as set out in this Notice, the Directors and Ms Telford do not receive any other emoluments except as incurred in the normal operation of the business.

(o) The current relevant interests of the Directors and Ms Telford in security holdings in the Company are as follows:

Company are asfollows:

	Shares	Options(2)
Mr Paul Anderson(1)	8,213,608	1,250,000
DrStewartWasher	1,404,267	1,250,000
Mr MatthewCallahan	11,179,558	1,250,000

Professor LarsLidgren	923,523	-
MrQi XiaoZhou	5,995,673	-
MsNicoleTelford(1)	8,213,608	500,000

(1) Mr Paul Anderson and Ms Nicole Telford have an interest in the same Shares and Options.
(2) Unlisted options granted on 4 August 2014 pursuant to the IPO prospectus dated 28 May 2014 each exercisable at $0.50 on or before 3 August 2017.

Other than as disclosed in this Section 5.3, none of the Directors or Ms Telford currently have any other security holding in the Company.

(p) On the basis of the assumptions below, independent accountants, Stantons International Securities Pty Ltd have determined the technical value of one Plan Option approximates 8.68 cents. Based on this value, the value of the Plan Options to be issued to each Director and Ms Telford (or their Permitted Nominees) is as follows:

Name	Value of Plan Options
Mr Paul Anderson	$65,100
DrStewartWasher	$34,720
Mr MatthewCallahan	$34,720
Professor LarsLidgren	$13,020
MrQi XiaoZhou	$13,020
MsNicoleTelford	$21,700
Total	$182,280

The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used, together with the following assumptions:

(i) interest rate set at the Australian Government bond rate of 2.73%;
(ii) the date of valuation for the purposes of settling the current market value of a Share is 30 September 2014;
(iii) at this date the Share price was A$0.35 which is the price used in the valuation;
(iv) the volatility factor is 50%; and
(v) the Plan Options will be exercisable from 12 August 2015.
(q) The market price of Shares would normally determine whether the Directors and Ms Telford will exercise the Plan Options or not. If the Plan Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.
(r) Historical share price information for the period since the Company listed on 12 August 2014 is as follows:

	Price		Date
Highest	$0.40		15 Augsut 2014
Lowest	$0.30	5	September 2014
Last	$0.34		7 October 2014

(s) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 6 – 11.

6. Resolution 12 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of Resolutions 6 to 11. In the absence of this Resolution 12, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 6 to 11.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve upon.

7. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

7.3 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

7.4 Voting Prohibition by Proxy Holders

In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 and 5 - 11 if:

(a) the person is either:
(i) a member of the Key Management Personnel of the Company; or
(ii) a Closely Related Party of such a member, and
(b) the appointment does not specify the way the proxy is to vote on Resolutions 1 and 5 – 11.

However, the prohibition does not apply if:

(a) the proxy is the Chairman; and
(b) the appointment expressly authorises the Chairman to exercise the proxy even if Resolutions 1 and 5 – 11 are connected directly or indirectly with remuneration of a member of the Key Management Personnel of the Company.

Schedule 1 - Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 3.

10% Placement Period has the meaning given in Section 3.

Annual Financial Statements means the Directors’ Report, the Financial Report and Auditor’s Report, in respect of the year ended 30 June 2014.

Associate has the meaning given in section 318 of the Income Tax Assessment Act 1936.

ASX means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

(a) a spouse or child of the member; or

(b) has the meaning given in section 9 of the Corporations Act.

Company means Orthocell Limited ACN 118 897 135.

Constitution means the constitution of the Company as at the date of the Meeting.

Convertible Security means a security of the Company which is convertible into Shares.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities for the year ended 30 June 2014.

Employee means a person who is a full-time or permanent part-time employee or officer or director or company secretary of the Company or a related body corporate, or such other person as the Board determines.

Equity Security has the same meaning as in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entity for the year ended 30 June 2014.

Invitation means a written invitation to an Employee to participate in the Option Plan.

Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph on page 1 of the Notice.

Notice means this notice of annual general meeting.

Option means an option to acquire a Share.

Option Plan has the meaning given in Section 4.1 of the Explanatory Memorandum.

Option Plan Rules means the rules of the Option Plan.

Participant m eans an Employee who has accepted an Invitation to participate in the Option Plan.

Plan Options means Options granted to a Participant under the Option Plan.

Permitted Nominee means a nominated Associate of an Employee in whose favour the Board, at its discretion, has resolved to grant Plan Options.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors’ Report.

Resolution means a resolution referred to in the Notice.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means volume weighted average price.

WST means Western Standard Time, being the time in Perth, Western Australia.

Schedule 2 – Summary of the Orthocell Limited Employee Option Acquisition Plan

Summary of the Option Plan and terms on which Invitations may be made
(a) The Directors, at their discretion, may issue Plan Options to Participants at any time, having regard to relevant considerations such as the Participant’s past and potential contribution to the Company, and their period of employment with the Company.
(b) Participants in the Option Plan are full-time or permanent part-time employees of the Company or a related body corporate (which includes Directors, the Company Secretary and officers) or such other persons as the Board determines, or their Permitted Nominees. The Company will seek Shareholder approval for Director and related party participation in accordance with Listing Rule 10.14.
(c) The Option Plan is administered by the Directors of the Company, who have the power to:
- (i) determine appropriate procedures for administration of the Option Plan consistent with its terms;
- (ii) resolve conclusively all questions of fact or interpretation in connection with the Option Plan;
- (iii) delegate the exercise of any of its powers or discretions arising under the Option Plan to any one or more persons for such period and on such conditions as the Board may determine; and
- (iv) suspend, amend or terminate the Option Plan.
(d) Plan Options must be granted for nil consideration.
(e) The exercise price of the Plan Options shall be determined by the Board (in its discretion), provided that in no event shall the exercise price be less than 80% of the volume weighted average of the prices at which Shares were traded on the ASX during the one week period immediately preceding the date of grant of the Plan Options.
(f) The Board may determine (in its discretion) and specify in an Invitation that a Participant may, subject to the paragraph below, elect to pay the exercise price for a Plan Option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise (Cashless Exercise Facility). By using the Cashless Exercise Facility, the Participant will receive Shares to the value of the surplus after the exercise price has been set off. If a Participant elects to use the Cashless Exercise Facility, the Participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the one week period immediately preceding the exercise date) calculated in accordance with the following formula:

S = O x (MSP – EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Options.

O = Number of Options.

MSP = Market value of the Shares (calculated using the volume weighted average of the prices at which Shares were traded on the ASX during the one week period immediately preceding the exercise date).

EP = Option exercise price.

If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with the formula above) is zero or negative, then a holder will not be entitled to use the Cashless Exercise Facility.

(g) The Company must take reasonable steps to ensure that the number of Shares to be received on exercise of the Plan Options when aggregated with:

(i) the number of Shares in the same class issued during the previous 5 years under the Option Plan (or any other employee incentive plan extended only to Employees); and
(ii) the number of Shares in the same class that would be issued if each outstanding offer for Shares (including options to acquire unissued Shares) under any employee incentive plan of the Company were to be exercised or accepted,

does not exceed 5% of the total number of issued Shares at the time the invitation to acquire Plan Options is made (but disregarding any offer of Options that can be disregarded in accordance with the ASIC Class Order 03/184).

(h) The Shares to be issued on exercise of the Plan Options will be issued on the same terms as the fully paid, ordinary shares of the Company and will rank equally with all of the Company’s then existing Shares.
(i) The Board may determine the time periods or performance hurdles after which the Plan Options will vest and the percentage of Plan Options issued which will vest at each particular time. The Option Plan provides for the release of vesting conditions at the Board’s discretion in the event of a change of control of the Company.
(j) A Plan Option must be exercised (if at all) not later than its expiry date and may only be exercised at any time after the Plan Option has vested. The Board may determine (in its absolute discretion) any further conditions of exercise consistent with the terms of the Option Plan.
(k) Plan Options will not be listed for quotation. However, the Company will make application to ASX for official quotation of all Shares issued on exercise of the Plan Options as soon as practicable after their Issue Date.
(l) The Plan Options are not transferable unless vested and with the prior written approval of the Board and provided that the transfer complies with the Corporations Act.

Schedule 3 - Terms and Conditions of the Plan Options

1. Entitlement

Each Plan Option entitles the holder to subscribe for one Share upon exercise of each Plan Option.

2. Exercise Price and Expiry Date

The Exercise Price, Vesting Date and Specified Expiry Date of each Plan Option is referred to in the below table.

the belowtable.
Exercise Price	Vesting Date	Specified Expiry Date
A 45% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of grant ofthePlanOptions.	12 August 2015	Three years from the date of grant

The Plan Options will expire on that date ( Expiry Date ) which is the earlier of:

(d) the Specified Expiry Date referred to in the above table; or
(e) the making by the Board of a determination that the Employee has acted fraudulently, dishonestly or in breach of the Employee's obligations to the Company or any of its subsidiaries; or
(f) as determined in accordance with item 3 below; or
(g) as determined in accordance with item 4 below,

and thereafter no party has any claim against any other party arising under or in respect of the Plan Options.

3. Ceasing to be an Employee

If at any time prior to the Expiry Date of any Plan Options, an Employee ceases to be an Employee as a Good Leaver, the Employee (and/or its permitted nominee), will be entitled to keep any Plan Options for which the relevant Vesting Date has passed ( Vested Options ) and the Board, in its absolute discretion, shall determine the amount of any Plan Options for which the relevant Vesting Date has not passed ( Unvested Options ) to vest.

If at any time prior to the Expiry Date of any Plan Options, an Employee ceases to be an Employee as a Bad Leaver:

(d) in respect of any Vested Options held, such Employee and/or its permitted nominee will have until the earlier of:
(i) three months from the date of the Employee ceasing to be an Employee; or
(ii) the Expiry Date of the Plan Options,

to exercise the Plan Options, otherwise the Plan Options will automatically lapse; and

(e) any other Plan Options will automatically lapse.

For the purposes of this item 3:

" Employee " means a person who is a full-time or permanent part-time employee or officer or director or company secretary of the Company or a related body corporate or such other person as the Board determines.

" Good Leaver " means an Employee who ceases to be an Employee by reason of retirement, permanent disability, redundancy or death or anyone determined by the Board as a good leaver on a case by case basis and at its absolute discretion.

" Bad Leaver " means an Employee who ceases to be an Employee by any reason other than as a Good Leaver.

Change in Control

Notwithstanding any other terms contained in the Plan Rules, upon the occurrence of a Change in Control Event the Board may determine (in its discretion):

(g) that the Plan Options may vest and be exercised at any time from the date of such determination, and in any number until the date determined by the Board acting bona fide so as to permit the holder to participate in any change of control arising from a Change in Control Event provided that the Board will forthwith advise in writing each holder of such determination. Thereafter, the Plan Options shall lapse to the extent they have not been exercised; or
(h) to use their reasonable endeavours to procure that an offer is made to holders of Plan Options on like terms (having regard to the nature and value of the Plan Options) to the terms proposed under the Change in Control Event in which case the Board shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Plan Options shall immediately vest and become exercisable and if not exercised within 10 days, shall lapse.

For the purposes of this Item 4 "Change in Control Event" means:

(i) the occurrence of:
- (i) the offeror under a takeover offer in respect of all Shares announcing that it has achieved acceptances in respect of 50.1% or more of the Shares; and
- (ii) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Plan Options); or
(j) the announcement by the Company that:
- (i) Shareholders have at a Court convened meeting of shareholders voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:
  - (A) cancelled; or
  - (B) transferred to a third party; and
- (ii) the Court, by order, approves the proposed scheme of arrangement; or
(k) the occurrence of the sale of all or a majority of the Company's main undertaking; or
(l) at the absolute discretion of the Board, the occurrence of a sale of at least 50% of the Company's main undertaking.
Exercise Period

The Plan Options are exercisable at any time after the Vesting Date in item 2 above and on or prior to the Expiry Date.

Notice of Exercise

The Plan Options may be exercised by notice in writing to the Company ( Notice of Exercise ) and payment of the Exercise Price for each Plan Option being exercised or, an election to use the Cashless Exercise Facility (as defined below) in respect of each Option being exercised. Any Notice of Exercise of a Plan Option received by the Company will be deemed to be a notice of the exercise of that Plan Option as at the date of receipt.

7. Cashless Exercise Facility

(d) The holder of Options may, subject to item 7(c) below, elect to pay the Exercise Price for an Option by setting off the exercise price against the number of Shares which they are entitled to receive upon exercise ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the holder will receive Shares to the value of the surplus after the Exercise Price has been set off.
(e) If a holder elects to use the Cashless Exercise Facility, the holder will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average of the prices at which Shares were traded on the ASX during the one week period immediately preceding the exercise date) calculated in accordance with the following formula:

S = O x (MSP – EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Options.

O = Number of Options.

EP = Option exercise price.

(f) If the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (calculated in accordance with item 7(b)) is zero or negative, then a holder will not be entitled to use the Cashless Exercise Facility.
Shares issued on exercise

Shares issued on exercise of the Plan Options rank equally with the then Shares of the Company.

Quotation of Shares on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Plan Options.

Timing of issue of Shares

After a Plan Option is validly exercised, the Company must, as soon as possible following receipt of the Notice of Exercise and receipt of cleared funds equal to the sum payable on the exercise of the Plan Option:

(d) issue the Share;

(e) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all things necessary to satisfy

section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

(f) do all such acts matters and things to obtain the grant of official quotation of the Share on ASX no later than 5 Business Days after issuing the Share.
Participation in new issues

There are no participation rights or entitlements inherent in the Plan Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Plan Options.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

(d) the number of Shares which must be issued on the exercise of a Plan Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the Plan Option before the record date for the bonus issue; and
(e) no change will be made to the Exercise Price.
Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders there will be no adjustment of the Exercise Price of a Plan Option.

Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the option holder may be varied to comply with the Listing Rules which apply to a reorganisation of capital at the time of the reorganisation.

Quotation of Plan Options

No application for quotation of the Plan Options will be made by the Company.

Plan Options not transferable

Plan Options are not transferable unless they are Vested Options and only with the prior written approval of the Board of directors of the Company and subject to compliance with the Corporations Act.

Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the Plan Options with the appropriate remittance should be lodged at the Company's Registry.

All registry communications to: Automic Registry Services PO Box 223 West Perth WA 6872

ABN 57 118 897 135

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Holder Number

Security Holder Appointment of Proxy – Annual General Meeting

I/We being a Shareholder entitled to attend and vote at the Meeting, hereby appoint

OR The Chair as my/our proxy

(Name of Proxy)

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Annual General Meeting to be held at 10:00am (WST) on 24 November 2014 at Building 191 Murdoch University South Street, Murdoch, Western Australia and at any adjournment thereof.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 4 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

VOTING ON BUSINESS OF THE MEETING

Resolutions For Against Abstain Resolutions

For Against Abstain Authority to Grant Plan Options to a Director – Dr Stewart Washer Authority to Grant Plan Options to a Director – Mr Matthew Callahan Authority to Grant Plan Options to a Director – Professor Lars Lidgren Authority to Grant Plan Options to a Director – Mr Qi Xiao Zhou Authority to Grant Plan Options to a Related Party – Ms Nicole Telford Section 195 Approval

1 Remuneration Report
7
2 Re-election Mr Matthew Callahan 8 as a Director
3 Re-election Professor Lars Lidgren 9 as a Director
4 Approval of 10% Placement Facility 10 5 Adoption of Orthocell Limited 11 Employee Option Acquisition Plan
6 Authority to Grant Plan Options to a 12 Director – Mr Paul Anderson

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDER(S):

Individual or Shareholder 1 Shareholder 2 Sole Director / Company Secretary Director

Shareholder 3 Director / Company Secretary

INSTRUCTIONS FOR COMPLETING ‘APPOINTMENT OF PROXY’ FORM

APPOINTING A PROXY

A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. The appointed proxy may be an individual or body corporate.

If a Body Corporate is appointed to act as your proxy then a representative of that Body Corporate must be appointed to act as its representative. When attending the meeting, the representative must bring a formal notice of appointment as per section 250D of the Corporations Act. Such notice must be signed as required by section 127 of the Corporations Act or the Body Corporate’s Constitution.

If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll.

The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

Note: If you wish to appoint a second proxy, you may copy this form but you must return both forms together.

VOTING ON BUSINESS OF MEETING

A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the number of votes that the proxy may exercise by writing the number of Shares next to the box marked for the relevant item of business.

Where a box is not marked the proxy may vote as they choose subject to the relevant laws.

Where more than one box is marked on an item the vote will be invalid on that item.

SIGNING INSTRUCTIONS

Individual : Where the holding is in one name, the Shareholder must sign.
Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.
Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
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 have a company secretary, a sole director can also 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 Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

LODGEMENT OF VOTES

To be effective, a validly appointed proxy must be received by the Company not less than 48 hours prior to commencement of the Meeting.

Proxy appointments can be lodged by:

a) Hand Delivery – Automic Registry Services Suite 1a, Level 1 7 Ventnor Avenue West Perth WA 6005; or
b) Post - to Automic Registry Services, PO Box 223, West Perth WA 6872; or
c) Facsimile - to Automic Registry Services on facsimile number +61 8 9321 2337.

Proxy Forms received later than this time will be invalid

AI assistant

ORTHOCELL LIMITED — AGM Information 2014

65477_rns_2014-10-21_c2213a0d-fcde-43da-9bbb-2dfa3f36ecf5.pdf

ORTHOCELL LIMITED A B N 5 7 1 1 8 8 9 7 1 3 5

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Financial, Directors' and Auditor's Report

1. Resolution 1 – Remuneration Report

Voting Exclusion

2. Resolution 2 – Re-election of Mr Matthew Callahan as a Director

3. Resolution 3 – Re-election of Professor Lars Lidgren as a Director

4. Resolution 4 – Approval of 10% Placement Facility

Voting Exclusion

4. Resolution 5 - Adoption of Orthocell Limited Employee Option Acquisition Plan

Voting Exclusion

4. Resolution 6 – Authority to Grant Plan Options to a Director – Mr Paul Anderson

Voting Exclusion

5. Resolution 7 – Authority to Grant Plan Options to a Director – Dr Stewart Washer

Voting Exclusion

6. Resolution 8 – Authority to Grant Plan Options to a Director – Mr Matthew Callahan

Voting Exclusion

7. Resolution 9 – Authority to Grant Plan Options to a Director – Professor Lars Lidgren

Voting Exclusion

8. Resolution 10 – Authority to Grant Plan Options to a Director – Mr Qi Xiao Zhou

Voting Exclusion

9. Resolution 11 – Authority to Grant Plan Options to a Related Party – Ms Nicole Telford

Voting Exclusion

10. Resolution 12 – Section 195 Approval

How to vote

Voting in person (or by attorney)

Voting by a corporation

Voting by proxy

Shareholders who are entitled to vote

EXPLANATORY MEMORANDUM

Introduction

Financial, Directors' and Auditor’s Report

1. Resolution 1 – Remuneration Report

2. Resolution 2 – Re-election of Mr Matthew Callahan as a Director

3. Resolution 3 – Re-election of Professor Lars Lidgren as a Director

4. Resolution 4 – Approval of 10% Placement Facility

4.1 General

4.2 Description of Listing Rule 7.1A

(b)

(A x D) – E

( 10% Placement Period ).

4.3 Listing Rule 7.1A

4.4

Specific information required by Listing Rule 7.3A

4. Resolution 5 – Adoption of Orthocell Limited Employee Option Acquisition Plan

4.1 Introduction

5. Resolutions 6 - 11 – Authority to grant Plan Options to Directors and Ms Nicole Telford

5.1 Background

5.2 Listing Rule 10.14 and Chapter 2E of the Corporations Act

5.3 Specific information required under Listing Rule 10.15 and section 219 of the Corporations Act

6. Resolution 12 – Section 195 Approval

7. Action to be taken by Shareholders

7.3 Proxies

7.4

Voting Prohibition by Proxy Holders

Schedule 1 - Definitions

Closely Related Party means:

Schedule 2 – Summary of the Orthocell Limited Employee Option Acquisition Plan

Schedule 3 - Terms and Conditions of the Plan Options

1. Entitlement

2.

Exercise Price and Expiry Date

3.

Ceasing to be an Employee

7.

Cashless Exercise Facility

S = O x (MSP – EP) MSP

(d) issue the Share;

Security Holder Appointment of Proxy – Annual General Meeting

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

VOTING ON BUSINESS OF THE MEETING

SIGNATURE OF SHAREHOLDER(S):

APPOINTING A PROXY

VOTING ON BUSINESS OF MEETING

SIGNING INSTRUCTIONS

ORTHOCELL LIMITED AGM Information 2014