ORTHOCELL LIMITED — AGM Information 2016

Oct 25, 2016

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 28 November 2016 at 10.30 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 28 November 2016 at 10.30 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.

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 and consider the Financial Report, Directors' Report and Auditor's Report of the Company and its controlled entities for the financial year ended 30 June 2016.

1. Resolution 1 – Non Binding Resolution to adopt 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 on the terms and conditions set out 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

The Company will disregard any votes cast on this Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

• (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

1

Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution.

Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting. If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

2. Resolution 2 – Re-Election of Dr Stewart Washer as a Director

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

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

3. Resolution 3 – Approval of 10% Placement Facility

To consider, and if thought fit, to pass with or without amendment, the following resolution as a 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 set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a 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 Shareholder, if this Resolution is passed, and any associates of those persons. However, the Company need 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 4 – Authority to Grant Plan Options to Ms Nicole Telford

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

"That, pursuant to and in accordance with Listing Rule 10.14, 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 Nominees) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any Director (who is eligible to participate in the employee incentive scheme in respect of which the approval is sought) and any Associate of that person. However, the Company need 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

2

• (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.

Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution.

Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

If you are a Restricted Voter and purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

OTHER BUSINESS

_______ To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

______ Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

Dated 13 October 2016

By Order of the Board

==> picture [120 x 39] intentionally omitted <==

Simon Robertson Company Secretary

3

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 Restricted Voter 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 10.30 AM (WST) on 26 November 2016. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• by post using the pre-addressed envelope provided with this Notice to: PO Box 2226, Strawberry Hills NSW 2012

• by faxing a completed proxy form to +61 8 6 210 1153

• by hand to: Suite 310, 50 Holt Street Surrey Hills NSW 2010.

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 10.30 AM (WST) on 26 November 2016. 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 4.00PM (WST) on 26 November 2016.

4

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 28 November 2016 at 10.30 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

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2016, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report.

No resolution is required to be moved in respect of this item.

Shareholders will be offered the opportunity to discuss the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2016 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 or the auditor’s representative questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the Auditor’s 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 2016 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.

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

5

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second Annual General Meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The Remuneration Report for the financial year ended 30 June 2015 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 27 November 2015. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity based compensation.

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

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice. Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

2. Resolution 2 – Re-election of Dr Stewart Washer 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, Dr Stewart Washer will retire at this Meeting and, being eligible, seeks election.

Dr Stewart Washer was appointed a director of the Company on 7 April 2014.

Dr Washer has over 20 years of CEO and Board experience in medical technology, biotech and agrifood companies. He is currently the Chairman of Cynata Therapeutics Ltd (ASX:CYP), a company developing stem cell therapies and Chairman of Minomic International Ltd who have an accurate test for prostate cancer. He is also a founder of Zelda Therapeutics and AusCann which operate in the medicinal therapies space, and Firefly Health, developing a digital health device for diabetes. Dr Washer was previously the CEO of Calzada Ltd (ASX:CZD), the founding CEO of Phylogica Ltd (ASX:PYC) and before this, the CEO of Celentis managing the commercialisation of intellectual property from AgResearch in New Zealand with 650 Scientists and $130 million revenues. Dr Washer was a founder of a NZ$120m New Zealand based life science fund and Venture Partner with the Swiss based Inventages Nestlé Fund. He was also a Senator with Murdoch University.

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

As an executive Director the Board does not consider Dr Washer to be an independent director.

The Board (in the absence of Dr Stewart Washer) supports the re-election of Stewart Washer.

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

3. Resolution 3 – Approval of 10% Placement Facility

3.1 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

6

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 has market capitalisation of approximately $39 million as at 13 October 2016 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 4.2(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 believe that Resolution 3 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 3.

3.2 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, unquoted Options and unquoted Warrants.

• (c) Formula for calculating 10% Placement Facility

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.

7

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 4.2(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 on which trades in that class were recorded 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 ).

3.3 Listing Rule 7.1A

The effect of passing Resolution 3 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 3 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) in order to be passed.

3.4

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:

8

• (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 on which trades in that class were recorded 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 3 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' economic and voting interests in the Company will be diluted as shown in the below table. There is also 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 the 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 under the 10% Placement Facility.

The table below shows the potential 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
		$0.215 50% decrease in Issue Price	$0.43 Issue Price	$0.86 100% increase in Issue Price
Current Variable “A” 91,479,437 Shares 50% increase in current Variable “A”	Shares issued	9,147,944	9,147,944	9,147,944
	Funds raised	$1,966,807	$3,933,615	$7,867,232
	Dilution effect Shares issued	10% 13,721,916	10% 13,721,916	10% 13,721,916

9

137,219,156 Shares	Funds raised	$2,950,212	$5,900,423	$11,800,847
	Dilution effect	10%	10%	10%
100% increase in current Variable “A” 182,958,874 Shares	Shares issued	18,295,897	18,295,897	18,295,897
	Funds raised	$3,933,615	$7,867,232	15,734,463
	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.

• (vii) The issue price is $0.43 being the closing price of the Shares on ASX on 13 October 2016.

• (c) The Company will only issue the Equity Securities during the 10% Placement Period. As noted above, 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, acquisitions of new resources assets or investments 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

10

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 dilutionary effect of the issue of the Equity Securities on existing Shareholders at the time of the proposed issue of Equity Securities;

• (iii) the effect of the issue of the Equity Securities on the control of the Company;

• (iv) the financial situation and solvency of the Company; and

• (v) 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.

The Company last obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its 2015 Annual General Meeting held on 27 November 2015 ( Previous Approval ).Since the Previous Approval, the Company has issued 8,250,000 Equity Securities pursuant to the Previous Approval. The issue was subsequently ratified by Shareholders on 27 January 2016.During the 12 month period preceding the date of the Meeting, being on and from 28 November 2015, the Company has otherwise issued a total of 202,840 Shares, 273,834 unquoted Warrants and 1,350,000 unquoted Options (which represents approximately 1.6% of the total diluted number of Equity Securities on issue in the Company on 28 November 2015, which was 112,287,500. Further details of the issues of Equity Securities by the Company during the 12 month period preceding the date of the Meeting are set out in Schedule 3.

(f) 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 4 – Authority to grant Plan Options to Ms Nicole Telford

4.1 Background

The Company proposes to grant a total of 250,000 Plan Options under the Option Plan to Ms Telford (or her Permitted Nominees). Ms Telford is the Company’s Chief Financial Officer ( CFO ).

The key terms of the Plan Options 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 5 day period up to and including the date of grant of the Plan Options, exercisable 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 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 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.

11

The Board considers that the experience of 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 Ms Telford is commensurate with her 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 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 Ms Telford performs to the level where the value of the Company increases sufficiently to warrant exercising the Plan Options.

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

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

• (a) the giving of the financial benefits falls within one of the nominated exceptions to the provision; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, Ms Telford is a related party of the Company because she is the wife of Mr Paul Anderson, the Managing Director of the Company.

For the purposes of Resolution 4, the Directors (other than Mr Paul Anderson) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of 250,000 Plan Options to Ms Telford is considered reasonable remuneration in the circumstances, and therefore falls within one of the nominated exceptions to the provisions of Chapter 2E.

As Ms Nicole Telford is a related party of the Company by virtue of being his wife, Mr Paul Anderson did not participate in the Board considering the proposed grant of Plan Options to Ms Telford.

Listing Rule 10.14 requires Shareholder approval by ordinary resolution for any issue of securities by a listed company to a related party under an employee incentive scheme. Accordingly, Listing Rule 10.14 requires Shareholders to approve the issue of Plan Options under the Option Plan to Ms Telford.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 Ms Telford will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

4.3 Specific information required under Listing Rule 10.15

For the purposes of Listing Rule 10.15, information regarding the grant of the Plan Options is provided as follows:

• (c) The Plan Options will be issued to Ms Nicole Telford (or her Permitted Nominees). 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.

• (d) The maximum number of Plan Options the Company will grant to Ms Telford pursuant to Resolution 4 is 250,000.

• (e) 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 5 day period up to and including the date of grant of the Plan Options and expire on or before the date that is three years from the date of grant. The Plan Options will vest on issue. Refer to Schedule 2 for further terms and conditions of the Plan Options.

• (f) The Plan Options will be granted for nil consideration; as such no funds will be raised by the grant of the Plan Options. Should the Plan Options be exercised, any funds raised will be applied to fund ongoing product development and working capital.

12

• (g) Since the Option Plan was approved there have been 4,600,000 Plan Options granted under the Option Plan as follows:

Mr Paul Anderson 750,000 Plan Options. Dr Stewart Washer 400,000 Plan Options. Mr Matthew Callahan 400,000 Plan Options. Professor Lars Lidgren 150,000 Plan Options. Mr Qi Xiao Zhou 150,000 Plan Options. Ms Nicole Telford 250,000 Plan Options. Employees 2,600,000 Plan Options

• (h) All Directors, or their Permitted Nominees, are entitled to participate in the Option Plan, but for the purposes of Resolution 4, at this time, the Company is only seeking to grant Plan Options to Ms Telford (CFO of the Company and Mr Paul Anderson’s wife). The persons referred to in Listing Rule 10.14 who are entitled to participate in the Option Plan are Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou, and their Associates.

• (i) No loan is provided in connection with the acquisition or exercise of the Plan Options.

• (j) A voting exclusion statement is included in the Notice.

• (k) 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).

4.4 Directors’ recommendation

Each Director, other than Mr Paul Anderson recommends that Shareholders approve the grant of Plan Options to Ms Telford. As Ms Nicole Telford is a related party of the Company by virtue of being his wife, Mr Paul Anderson refrains from providing a recommendation.

4.5 Voting

Note that a voting exclusion applies to Resolution 4 in the terms set out in the Notice.

Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on this Resolution.

5. Action to be taken by Shareholders

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

5.1 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.

13

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 3.1.

10% Placement Period has the meaning given in Section 3.2.

Accounting Standards has the meaning given to that term in the Corporations Act.

Annual Financial Statements means the Directors’ Report, the Financial Report and Auditor’s Report, in respect of the year ended 30 June 2016.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established

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 has the meaning given to that term in 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.

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 2016.

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 2016.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the listing rules of ASX.

Meeting means the annual general meeting convened by this Notice.

Notice means this notice of annual general meeting.

14

Option means an option to acquire a Share.

Option Plan means the Orthocell Limited Employee Option Acquisition Plan

Permitted Nominee means a nominated associate (as defined section 318 of the Income Tax Assessment Act 1936) of an Employee in whose favour the Board, at its discretion, has resolved to grant Plan Options.

Plan Options means an option to acquire a Share the terms of which are set out in Schedule 2.

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.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

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.

Spill Meeting has the meaning given in Section 1.

Spill Resolution has the meaning given in Section 1.

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.

Warrants means Warrants exercisable at $0.58 on or before 19 November 2020.

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

15

Schedule 2 - 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 below table.
Exercise Price	Vesting Date	Specified Expiry Date
$0.624	On issue	12October 2019

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:

• (a) 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

• (b) 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.

16

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

1. 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):

• (a) 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

• (b) 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:

• (a) 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

• (b) 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

• (c) the occurrence of the sale of all or a majority of the Company's main undertaking; or

• (d) 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.

1. 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.

17

1. Cashless Exercise Facility

2. (a) 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.

3. (b) 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.

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.

• (c) 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.

8. Shares issued on exercise

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

1. 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.

1. 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:

• (a) issue the Share;

• (b) 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

• (c) 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.

18

1. 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.

1. 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):

• (a) 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

• (b) 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.

2. 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.

15.

• Quotation of Plan Options

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

16.

• 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.

1. 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.

19

Schedule 3 - Issue of Equity Securities since 28 November 2015

Date	Number of Equity Securities	Class of Equity Securities and summary of terms	Names of recipients or basis on which recipients determined	Issue price of Equity Securities and discount to market price on the trading day prior to the issue	Form of Consideration
Issue – 26 February 2016 Appendix 3B - 26 February	202,840 273,834	Shares Attaching Warrants	Issued to sophisticated Directors and management following shareholder approval	$0.493 per ordinary share(Share price on day of issue $0.37) Nil cash consideration per attaching warrant (free attaching to Shares)	Amount raised = $100,000 Amount spent =$Nil. To be spent on general working capital.
Issue – 26 February 2016 Appendix 3B - 26 February	1,350,000	Options	Issued to Employees under the Orthocell Limited Employee Option Acquisition Plan	Nil	Valuation at time of issue $0.169 Current value $0.177
Issue 13 October 2016 Appendix 3B - 13 October 2016	400,000	Options	Issued to Employees under the Orthocell Limited Employee Option Acquisition Plan	Nil	Valuation at time of issue $0.205 Current value $0.205

20

This page is left intentionally blank

This page is left intentionally blank

This page is left intentionally blank

AGM Registration Card

==> picture [137 x 56] intentionally omitted <==

==> picture [279 x 119] intentionally omitted <==

Holder Number: [BARCODE]

==> picture [62 x 13] intentionally omitted <==

==> picture [176 x 18] intentionally omitted <==

==> picture [145 x 18] intentionally omitted <==

==> picture [53 x 18] intentionally omitted <==

==> picture [20 x 18] intentionally omitted <==

==> picture [82 x 18] intentionally omitted <==

==> picture [69 x 18] intentionally omitted <==

[BARCODE]

Holder Number

==> picture [27 x 13] intentionally omitted <==

==> picture [63 x 13] intentionally omitted <==

==> picture [12 x 9] intentionally omitted <==

Vote by Proxy

==> picture [50 x 12] intentionally omitted <==

==> picture [73 x 12] intentionally omitted <==

==> picture [55 x 12] intentionally omitted <==

==> picture [132 x 11] intentionally omitted <==

==> picture [120 x 15] intentionally omitted <==

==> picture [70 x 15] intentionally omitted <==

==> picture [143 x 16] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [109 x 12] intentionally omitted <==

==> picture [86 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [197 x 11] intentionally omitted <==

==> picture [192 x 12] intentionally omitted <==

==> picture [27 x 12] intentionally omitted <==

==> picture [37 x 11] intentionally omitted <==

==> picture [71 x 11] intentionally omitted <==

==> picture [91 x 11] intentionally omitted <==

==> picture [27 x 11] intentionally omitted <==

==> picture [139 x 11] intentionally omitted <==

==> picture [79 x 11] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [56 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [75 x 12] intentionally omitted <==

==> picture [156 x 12] intentionally omitted <==

==> picture [170 x 12] intentionally omitted <==

==> picture [194 x 12] intentionally omitted <==

==> picture [100 x 11] intentionally omitted <==

==> picture [28 x 11] intentionally omitted <==

==> picture [17 x 18] intentionally omitted <==

==> picture [114 x 13] intentionally omitted <==

==> picture [36 x 13] intentionally omitted <==

==> picture [85 x 90] intentionally omitted <==

==> picture [125 x 12] intentionally omitted <==

==> picture [137 x 12] intentionally omitted <==

==> picture [215 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [215 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [30 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [79 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [47 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [81 x 11] intentionally omitted <==

==> picture [18 x 18] intentionally omitted <==

==> picture [34 x 11] intentionally omitted <==

==> picture [49 x 11] intentionally omitted <==

==> picture [35 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [33 x 11] intentionally omitted <==

==> picture [134 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [58 x 11] intentionally omitted <==

==> picture [20 x 11] intentionally omitted <==

==> picture [165 x 11] intentionally omitted <==

==> picture [115 x 12] intentionally omitted <==

==> picture [84 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [195 x 12] intentionally omitted <==

==> picture [59 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [85 x 12] intentionally omitted <==

==> picture [168 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [125 x 12] intentionally omitted <==

==> picture [130 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [102 x 12] intentionally omitted <==

==> picture [113 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [46 x 12] intentionally omitted <==

==> picture [134 x 12] intentionally omitted <==

==> picture [52 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [189 x 12] intentionally omitted <==

==> picture [83 x 12] intentionally omitted <==

==> picture [89 x 12] intentionally omitted <==

==> picture [191 x 12] intentionally omitted <==

==> picture [38 x 12] intentionally omitted <==

==> picture [193 x 12] intentionally omitted <==

==> picture [20 x 12] intentionally omitted <==

==> picture [51 x 12] intentionally omitted <==

==> picture [198 x 12] intentionally omitted <==

==> picture [89 x 12] intentionally omitted <==

==> picture [67 x 12] intentionally omitted <==

==> picture [182 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [84 x 12] intentionally omitted <==

==> picture [44 x 12] intentionally omitted <==

==> picture [206 x 12] intentionally omitted <==

==> picture [222 x 12] intentionally omitted <==

==> picture [101 x 12] intentionally omitted <==

==> picture [51 x 12] intentionally omitted <==

==> picture [202 x 12] intentionally omitted <==

==> picture [130 x 12] intentionally omitted <==

==> picture [121 x 12] intentionally omitted <==

==> picture [83 x 12] intentionally omitted <==

==> picture [96 x 12] intentionally omitted <==

==> picture [74 x 12] intentionally omitted <==

==> picture [144 x 12] intentionally omitted <==

==> picture [82 x 12] intentionally omitted <==

==> picture [167 x 12] intentionally omitted <==

==> picture [85 x 12] intentionally omitted <==

==> picture [82 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [47 x 12] intentionally omitted <==

==> picture [174 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [77 x 12] intentionally omitted <==

==> picture [54 x 12] intentionally omitted <==

==> picture [119 x 12] intentionally omitted <==

==> picture [79 x 12] intentionally omitted <==

==> picture [18 x 12] intentionally omitted <==

==> picture [104 x 12] intentionally omitted <==

==> picture [86 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [113 x 12] intentionally omitted <==

==> picture [77 x 12] intentionally omitted <==

==> picture [35 x 12] intentionally omitted <==

==> picture [20 x 12] intentionally omitted <==

==> picture [26 x 12] intentionally omitted <==

==> picture [59 x 12] intentionally omitted <==

==> picture [116 x 12] intentionally omitted <==

==> picture [7 x 12] intentionally omitted <==

==> picture [210 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [197 x 12] intentionally omitted <==

==> picture [70 x 12] intentionally omitted <==

==> picture [98 x 12] intentionally omitted <==

==> picture [128 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [166 x 12] intentionally omitted <==

==> picture [64 x 12] intentionally omitted <==

==> picture [156 x 12] intentionally omitted <==

==> picture [98 x 12] intentionally omitted <==

==> picture [249 x 12] intentionally omitted <==

==> picture [33 x 12] intentionally omitted <==

==> picture [154 x 26] intentionally omitted <==