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

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

The Annual General Meeting of the Company will be held at Building 191 Murdoch University, South Street, Murdoch, Western Australia on Wednesday, 20 November 2019 at 9.30 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 Wednesday, 20 November 2019 at 9.30AM (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

Ordinary business

1. Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2019 ( “Annual Report” ) together with the declaration of the Directors, the Directors’ Report, and the Auditor’s Report.

2. 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 a non-binding resolution:

"That the Remuneration Report be adopted."

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 statement: The Company will disregard any votes cast in favour of Resolution 1 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 Resolution 1 unless:

(a) the appointment specifies the way the proxy is to vote on Resolution 1; 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 Resolution 1.

Shareholders may also choose to direct the Chair to vote against Resolution 1 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.

3. Resolution 2 – Re-Election of Doctor 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 Doctor Stewart Washer, who retires in accordance with rule 6.1(f)(i) of the Constitution and, being eligible for re-election, be re-elected a Director.”

4. Resolution 3 – Ratification of issue of Options to consultants under ASX Listing Rule 7.1

To consider and, if thought fit to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Options issued on 28 June 2019 to various consultants on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

(a) a person who participated in the issue the subject of Resolution 3; or
(b) an 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

(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 4 – Ratification of issue of Shares under ASX Listing Rule 7.1

To consider and, if thought fit to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 13,982,719 Shares on 6 June 2019 to professional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

(a) a person who participated in the issue the subject of Resolution 4; or
(b) an 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

(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 5 – Ratification of issue of Shares under ASX Listing Rule 7.1A

To consider and, if thought fit to pass the following resolution as an ordinary resolution:

“That, for the purpose of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 12,517,281 Shares on 6 June 2019 to professional and sophisticated investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of:

(a) a person who participated in the issue the subject of Resolution 5; or
(b) an 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
(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 6 – 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 statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of:

(a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities); or

(b) an 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

(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.

4. Resolution 7 – Authority to Grant Plan Options to a Director – Professor Lars Lidgren or his Nominated Party

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 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 500,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 2, to Professor Lars Lidgren (or his Nominated Party) on the terms and conditions in the Explanatory Memorandum (including Schedule 2 to the Explanatory Memorandum)."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

(a) a director of the Company (except one who is ineligible to participate in any employee incentive scheme operated by the Company) or their Nominated Parties or their nominees; or

(b) an Associate 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 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, pursuant to section 224 of the Corporations Act, the Company will also disregard any votes cast on this Resolution 7 (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate* of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution 7 and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party.

*Note: In relation to the immediately preceding paragraph, the word “Associate” has the meaning given to that term in the Corporations Act.

Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution 7 unless:

(a) the appointment specifies the way the proxy is to vote on this Resolution 7; 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 7.

Shareholders may also choose to direct the Chair to vote against this Resolution 7 or to abstain from voting.

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on this Resolution 7.

5. Resolution 8 – Authority to Grant Plan Options to a Related Party – Ms Nicole Telford or her Nominated Party

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 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 500,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Ms Nicole Telford (or her Nominated Party) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 to the Explanatory Memorandum)."

Voting exclusion statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

(a) a director of the Company (except one who is ineligible to participate in any employee incentive scheme operated by the Company) or their Nominated Parties or their nominees; or

(b) an Associate 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 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, pursuant to section 224 of the Corporations Act, the Company will also disregard any votes cast on this Resolution 8 (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution 9and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party.

Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution 9unless:

(a) the appointment specifies the way the proxy is to vote on this Resolution 8; 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 8.

Shareholders may also choose to direct the Chair to vote against this Resolution 8 or to abstain from voting.

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 Schedule 1 to the Explanatory Memorandum.

Dated 15 October 2019

By Order of the Board

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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 are required to produce an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting to the Company at least 48 hours before the meeting and should bring with them that power of attorney with them to 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, 7 and 8 in accordance with a direction on how the proxy is to vote, or 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, Proxy Forms must be lodged by 9.30 AM (WST) on Monday, 18 November 2019. Proxy Forms lodged after this time will be invalid.
Proxy Forms may be lodged using any of the following methods:
by post using the pre-addressed envelope provided with this Notice to Automic, GPO Box 5193, Sydney NSW 2000;
by faxing a completed proxy form to +61 2 8583 3040;
by email to [email protected]; or
by hand to Automic, Level 5, 126 Phillip Street, Sydney NSW 2000.

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxy Forms 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 9.30 AM (WST) on Monday, 18 November 2019. 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 Monday, 18 November 2019.

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, South Street, Murdoch Western Australia on Wednesday, 20 November 2019 at 9.30 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.

Defined terms are set out in Schedule 1 to the Explanatory Memorandum.

1. Financial Statements and Reports

The first item of the Notice deals with the presentation of the of the Annual Report together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the Auditor’s Report of the Company for the financial year ended 30 June 2019. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

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

Shareholders will be offered a reasonable opportunity to discuss the Annual Report for the financial year ended 30 June 2019 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.

2. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2019 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2019 Annual Report and is also available on the Company’s website (www.orthocell.com.au).

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

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 2018 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 19 November 2018. 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 Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice.

3. Resolution 2 – Re-election of Doctor Stewart Washer as a Director

Pursuant to clause 6.1(f)(i) of the Constitution, Dr Stewart Washer, being a Director, will retire by way of rotation at this Meeting and, being eligible, seeks re-election.

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

Dr Washer has CEO and Board experience in medical biotech and cannabinoid companies. He is currently the Executive Chairman of Emerald Clinics, medical cannabis patient data collection and clinics, Director of Zelda Therapeutics (ASX:ZLD) medical cannabis clinical studies and research, Chairman of Orthocell (ASX:OCC), regenerative medicine company, and Founding Chairman and current Director of Cynata Therapeutics (ASX:CYP), stem cell therapies.

Dr Washer has held a number of Board positions in the past, including Chairman of Hatchtech that was sold in 2015 for $279 million and was a Director of iCeutica that was sold to a US pharmaceutical company. He was a founder of AusCann (ASX:AC8). He was also a Senator with Murdoch University and was a Director of AusBiotech Ltd.

The Board (in the absence of Dr Washer) believes that Dr Stewart 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 Dr Washer) considers that if re-elected, Dr Washer will continue to be an independent Director of the Company.

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

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

4. Resolution 3 – Ratification of issue of Options to various consultants under ASX Listing Rule 7.1

On 28 June 2019 the Company issued a total 2,000,000 Options exercisable at $0.545 on or before 28 June 2022 to consultants engaged by the Company.

Listing Rule 7.1 broadly provides that a company may issue, without shareholder approval, Equity Securities up to 15% of its issued capital in any 12 month period.

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Equity Securities up to 15% of the issued capital of the Company without requiring Shareholder approval.

Resolution 3 seeks ratification under Listing Rule 7.4 of the issue of 2,000,000 Options on 28 June 2019 in order to restore the ability of the Company to issue further Equity Securities within the 15% limit during the next 12 months.

The following information in relation to the Options is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 2,000,000 Options were issued;
(b) the Options were issued at an issue price of Nil;
(c) the Options are exercisable at $0.545 on or before 28 June 2022;
(d) the Options were issued to various consultants providing services to the Compony, all of whom were unrelated parties of the Company;
(e) the Options were issued to the consultants as part of their engagement arrangements;
(f) the terms and conditions of the Options are set out in Schedule 3; and
(g) no funds will be raised from the issue of the Options.

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

Voting

Note that a voting exclusion applies to Resolution 3 in the terms set out in the Notice.

5. Resolutions 4 and 5 – Ratification of issue of Shares under ASX Listing Rule 7.1 and 7.1A

Background

On 30 May 2019 the Company announced it had received firm commitments for a placement to professional and sophisticated shareholders including existing Shareholders to raise $10.6 million ( Placement ). The Placement settled on 6 June 2019 via the issue of 26,500,000 Shares at $0.40 per Share.

The funds raised from the Placement, in combination with cash reserves, would be used to accelerate commercialisation of CelGro® for dental bone, tendon and nerve repair into key markets; progress key regulatory approvals in the US and other target jurisdictions; and support continued business development and marketing initiatives ( Placement Purpose ).

Resolution 4 - Ratification of issue of Shares under ASX Listing Rule 7.1

Resolution 4 seeks ratification under Listing Rule 7.4 of the issue of 13,982,719 Shares made on 6 June 2019 in order to restore the ability of the Company to issue further securities within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 13,982,719 Shares were issued;
(b) the Shares were issued at an issue price of $0.40 each;

(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the Shares were issued to professional and sophisticated investors, all of whom are unrelated parties of the Company; and
(e) funds raised from the issue will be used for the Placement Purpose.

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

Resolution 5 - Ratification of issue of Shares under ASX Listing Rule 7.1A

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior Shareholder approval, provided the issue did not breach the 10% threshold set by Listing Rule 7.1A. The effect of the ratification is to restore the Company's maximum discretionary power to issue further Equity Securities up to 10% of the issued capital of the Company under Listing Rule 7.1A without requiring Shareholder approval.

Resolution 5 seeks ratification under Listing Rule 7.4 of the issue of 12,517,281 Shares made on 6 June 2019 in order to restore the ability of the Company to issue further securities within the 10% limit during the next 12 months.

The following information in relation to the Shares is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) 12,517,281 Shares were issued;
(b) the Shares were issued at an issue price of $0.40 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the Shares were issued to professional and sophisticated investors, all of whom are unrelated parties of the Company; and
(e) funds raised from the issue will be used for the Placement Purpose.

The Chairman intends to exercise all undirected proxies in favour of Resolution 5.

Voting

Note that a voting exclusion applies to Resolutions 4 and 5 in the terms set out in the Notice.

6. Resolution 6 – Approval of 10% Placement Facility

6.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital 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 (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million or less. The Company has a market capitalisation of $73,480,646 as at 9 October 2019 and is an eligible entity for the purposes of Listing Rule 7.1A.

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 7.2(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 and for general working capital.

The Directors believe that Resolution 6 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 6.

6.2 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

The effect of Resolution 6 will be to permit the Company to issue the Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) without using the Company’s 15% placement capacity under Listing Rule 7.1.

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.

Based on the number of Shares on issue at the date of this Notice, the Company will have 154,696,097 Shares on issue and therefore, subject to Resolution 4 and 5 being passed and Shareholder approval being obtained under Resolution 6, 15,452,109 of Equity Securities will be permitted to be issued in accordance with Listing Rule 7.1A.

Shareholders should note that the calculation of the number of Equity Securities permitted to be issued under the 10% Placement Facility is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities.

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 Rules 7.1 or 7.4.

The table on page 13 demonstrates various examples as to the number of Equity Securities that may be issued under the 10% Placement Facility.

(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 7.2(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 ).

6.3 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 6 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.

6.4 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 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 6 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 consideration (or part thereof) 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) examples of Variable “A” at its current level and where it 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; and
(iii) the dilutionary effect will always be 10% of the maximum number of Equity Securities that may be issued under the 10% Placement Facility.


	Dilution

$0.2375 Issue Price at halfthe	$0.475	$0.95 Issue Price at double the

	Facility and dilution effect	current market price	Issue Price at current market price	current market price
Current Variable ‘A’ 154,521,097 Shares	Shares issued	15,452,109	15,452,109	15,452,109
	Funds raised	$3,669,876	$7,339,752	$14,679,504
	Dilution	10%	10%	10%
50% increase in current Variable ‘A’ 231,781,645 Shares	Shares issued	23,178,164	23,178,164	23,178,164
	Funds raised	$5,504,814	$11,009,628	$22,019,256
	Dilution	10%	10%	10%
100% increase in current variable ‘A’ 309,042,194 Shares	Shares issued	30,904,219	30,904,219	30,904,219
	Funds raised	$7,339,752	$14,679,504	$29,359,008
	Dilution	10%	10%	10%

The table has been prepared on the following assumptions:

(i) The issue price is $0.475 being the closing price of the Shares on ASX on 9 October 2019.
(ii) That Resolutions 4 and 5 are passed by Shareholders. There are currently 154,696,097 existing Shares on issue as at the date of this Notice. On the basis that Resolution 6 is passed Variable ‘A’ is 154,521,097.
(iii) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(iv) No Options are exercised before the date of the issue of the Equity Securities.
(v) 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.
(vi) 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%.
(vii) 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.
(viii) 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.
(ix) The issue of Equity Securities under the 10% Placement Facility consists only of Shares.
(c) The Company will only issue the Equity Securities during the 10% Placement Period. As noted above, the approval under Resolution 4 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 may use the 10% Placement Facility to further develop and commercialise its products and for 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 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 2018 annual general meeting held on 19 November 2018. During the 12 month period preceding the date of the Meeting, being on and from 19 November 2018, the Company has issued a total of 57,671,624 Equity Securities (which represents approximately 41.69% of the total diluted number of Equity Securities[(1)] on issue in the Company on 19 November 2019, which was 138,320,018. 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 4.

(1) a number of Options issued during the 12 month period were exercised. The number of Options exercised has been excluded in counting the number of Equity Securities issued to avoid double counting.

(f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined its allocation policy for the issue of Equity Securities under the 10% Placement Capacity (other than noting the persons to whom Equity Securities will be issued will be determined on a case by case basis, having regard to the factors outlined in paragraph (e) above). The Company has not approached, and has not yet determined to approach, any particular existing security holder or an identifiable class of existing security holders to participate in an offer under the 10% Placement Facility. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

Voting

Note that a voting exclusion applies to Resolution 6 in the terms set out in the Notice.

7. Resolutions 7 and 8 – Authority to grant Plan Options to Professors Lars Lidgren and Ms Nicole Telford (or their Nominated Parties)

7.1 Background

The Company proposes to grant a total of 1,000,000 Options ( Plan Options ) under the Orthocell Limited Employee Equity Incentive Plan ( Plan ) to Professor Lars Lidgren and Ms Nicole Telford, (or their Nominated Parties) ( Participants ) for nil consideration as follows:

(a) Professor Lidgren 500,000 Plan Options (b) Ms Telford 500,000 Plan Options

Professor Lidgren has an interest in the outcome of Resolution 7 and therefore believes it inappropriate to make a recommendation in relation to Resolution 7.

Mr Paul Anderson has an interest in the outcome of Resolution 8 and therefore believes it inappropriate to make a recommendation in relation to Resolution 8.

Other than as outlined above Directors recommend that shareholders approve the grant of Plan Options to Professor Lidgren and Ms Telford.

Resolutions 7 and 8 are ordinary resolutions.

7.2 Related Party Transactions Generally

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, each of the Participants is a related party of the Company. Professor Lidgren is a related party of the Company by virtue of being a Director. Ms Telford is the Chief Financial Officer of the Company and is a related party of the Company by virtue of being the wife of Managing Director, Mr Anderson.

Resolutions 7 and 8 relate to the proposed grant of Plan Options to the Participants (or their Nominated Parties), which is a financial benefit that requires Shareholder approval for the purposes of section 208 of the Corporations Act.

7.3 Information Requirements - Chapter 2E of the Corporations Act

For the purposes of Chapter 2E of the Corporations Act, the following information is provided.

The related parties to whom the proposed Resolutions would permit the financial benefit to be given and the nature of the financial benefit

Subject to Shareholder approval, the Plan Options will be issued as set out in the table below. The proposed financial benefit to be given is the grant of Plans for no consideration to the Participants. The table below also sets out the amounts that will need to be paid to the Company by the Participants (or their Nominated Parties) if the Plan Options are exercised.

Participant	Number of Plan Options	Amount to be paid
Professor Lidgren (or his Nominated Party)	500,000	A 15% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to the date of grant of the Plan Options.
Ms Telford (or her Nominated Party)	500,000	A 15% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to the date of grant of the Plan Options.

The details of the financial benefit including reasons for giving the type and quantity of the benefit

The terms of the Plan Options are set out in Schedule 2 to this Explanatory Memorandum. The proposed grant of Plan Options to Professor Lidgren and Ms Telford (or their Nominated Parties) will be subject to the terms of the Company's Employee Equity Incentive Plan ( Plan ). If, however, there is any inconsistency between the terms of the Options as set out in Schedule 2 and the Plan, the terms as set out in Schedule 2 prevail to the extent of the inconsistency

The grant of Options to Professor Lidgren (or his Nominated Party) is in recognition of work undertaken by Professor Lidgren on behalf of the Company during the financial year ended 30 June 2019 in addition to his normal duties in as a director.

The grant of Options to Ms Telford (or her Nominated Party), encourages Ms Telford, as Chief Financial Officer to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through Share ownership.

In the Company’s present circumstances, the Board further considers that the grant of these Plan Options to Ms Telford (or her Nominated Party) are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of 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 the grant of the Plan Options to Professor Lidgren (or his Nominated Party) as a cost effective and efficient reward for the work undertaken for the Company.

Participants Current Holdings

The current relevant interests of Professor Lidgren and Ms Telford in security holdings in the Company are as follows:

	Shares	Options	Warrants
Professor Lidgren (or his Nominated Party)	1,133,435	300,000	54,767
Ms Telford (or her Nominated Party)	7,032,555	2,350,000	13,692

Dilution effect of grant of Plan Options on existing members’ interests

If passed, Resolutions 7 and 8 will give the Directors power to grant a total of 1,000,000 Plan Options on the terms and conditions as set out in Schedule 2 to this Explanatory Memorandum and as otherwise mentioned above.

The Company currently has 154,696,097 Shares and the following unlisted Options and Warrants on issue:

Security	Number	Exercise price / performance hurdle ($)	Expiry Date
Warrants	12,122,237	0.58	19 November 2020
Options	650,000	0.624	12 October 2019
Options	490,000	0.648	13 December 2019
Options	600,000	0.550	13 December 2019
Options	40,000	0.594	22 March 2020
Options	200,000	0.510	19 June 2020
Options	1,600,000	0.34	8 May 2021
Options	11,000,000	0.395	8 May 2021
Options	8,493,308	0.25	31 December 2021
Options	1,000,000	0.413	13 June 2022
Options	2,000,000	0.545	28 June 2022
Options	1,660,000	0.413	14 August 2021

If all of the Plan Options granted to Professor Lidgren and Ms Telford (or their Nominated Parties) as proposed above 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 Professor Lidgren and Ms Telford are exercised):

Current number of Shares on issue	154,696,097
Number of Plan Options to be granted under Resolutions 7 and 8	1,000,000
Dilution effect if all Plan Options granted to Professor Lidgren and Ms Telford are exercised	0.6%

The market price of Shares would normally determine whether Professor Lidgren and Ms Telford will exercise the Plan Options or not. At the time any Plan Options are exercised and Shares are issued pursuant to the exercise of the Plan Options, the Company’s Shares may be trading at a price which is higher than the exercise price of the Plan Options. 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.

Participating Directors’ total remuneration package

The Participant’s fees per annum (including superannuation) and the total financial benefit to be received by them in this current period, as a result of the grant of the Plan Options the subject of Resolutions 7 and 8 are as follows.

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, including Professor Lidgren, shall receive the amount of $45,000 per annum as Directors' fees.

Ms Telford, the Chief Financial Officer, receives remuneration of 225,000 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.

Amounts paid to Professor Lidgren and Ms Telford in the last full financial year prior to the date of this Notice (2018/2019) are as follows:

	Short-term benefits	Short-term benefits	Post- employment benefits	Long-term benefits	Share- based payments
	Cash salary and fees	Bonus(1)	Super- annuation	Long Service Leave		Total
	$	$	$	$	$	$
Professor Lidgren	22,500	-	-	-	33,260	55,760
Ms Telford	210,000	52,000	24,937	2,751	30,487	320,675

Additionally, the Company has previously issued Plan Options to Professor Lidgren and Ms Telford as follows:

Name	Number Granted	Number held at the date of this Notice	Details
Professor Lidgren	450,000	300,000	150,000 Plan Options exercisable at $0.62 expired on 24 November 2017
Ms Telford	1,600,000	1,100,000	500,000 Plan Options exercisable at $0.50 expired on 3 August 2017 250,000 Plan Options exercisable at $0.62 expired on 24 November 2017 250,000 Plan Options exercisable at $0.624 expire on 12 October 2019

On the basis of the assumptions below, the Company determined the technical value of one Plan Option approximates $0.194 cents using the Black & Scholes methodology. Based on this value, the value of the Plan Options to be issued to Professor Lidgren and Ms Telford (or their Nominated Parties) is as follows:

Name	Value of Plan Options ($)
Professor Lidgren	115,036
Ms Telford	115,036

Name	Value of Plan Options ($)
Total	230,078

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. The value of a Plan Option calculated by the Black – Scholes Model is a function of a number of variables. The valuation of the Plan Options has been prepared using the following assumptions:

(a) interest rate set at the Australian Government bond rate of 0.96%;
(b) the date of valuation for the purposes of settling the current market value of a Share is 9 October 2019;
(c) at this date the Share price was $0.475 which is the price used in the valuation;
(d) the volatility factor is 80%; and
(e) the Plan Options will be exercisable from the date the Plan Options vest.

Any change in the variables applied in the Black – Scholes calculation between the date of the valuation and the date the Plan Options are granted would have an impact on their value.

On the basis of the above, the total financial benefit received by the Participants is as follows:

Name	Total Financial Benefit ($)
Professor Lidgren	115,036
Ms Telford	115,036

Company’s historical Share price

The following table gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 9 October 2019:

	Price ($)	Date
Highest	0.78	9 May 2019
Lowest	0.105	30 April 2019
Last	0.475	9 October 2019

Other Information

Under the Australian Equivalent of the International Financial Reporting Standards (IFRS), the Company is required to expense the value of the Plan Options in its statement of financial performance for the current financial year.

Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Plan Options pursuant to Resolutions 7 and 8.

Neither the Directors nor the Company are aware of other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by Resolutions 7 and 8.

7.4 Information Requirements – Listing Rules 10.14 and 10.15

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 Plan to the Participants.

The following information is provided to Shareholders in relation to Resolutions 7 and 8 for the purposes of Listing Rule 10.15:

(a) the Plan Options will be granted to the Participants, or their Nominated Parties, as noted above;
(b) the maximum number of Plan Options to be granted is as follows:
(i) Professor Lidgren 500,000 Plan Options; and (ii) Ms Telford 500,000 Plan Options.
(c) the Plan Options will be granted for no consideration;
(d) no funds will be raised by the grant of Plan Options;
(e) under the Plan, only Eligible Employees or their Nominated Parties, are entitled to participate in the Plan. Professor Lidgren and Ms Telford have been determined to be Eligible Employees for the purposes of the Plan and but for the purposes of Resolutions 7 and 8 at this time, the Company is only seeking to grant Plan Options to Professor Lidgren and Ms Telford (or their Nominated Parties). The persons referred to in Listing Rule 10.14 who are entitled to participate in the Plan are Mr Anderson, Dr Washer, Professor Lidgren, Mr Qi Xiao Zhou and Ms Telford;
(f) the following persons referred to in Listing Rule 10.14 have received securities under the Plan since its last approval under Listing Rule 7.2 Exception 9(b):

Name	Number of Options	Acquisition Price
Dr Washer	1,850,000	Nil
Mr Anderson	2,300,000	Nil
Mr Matthew Callahan	1,850,000	Nil
Mr Zhou	300,000	Nil
Professor Lidgren	300,000	Nil
Ms Telford	850,000	Nil

(g) no loan is provided in connection with the acquisition or conversion of the Plan Options;
(h) the Company will grant the Plan Options no later than 12 months after the date of shareholder approval at the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).

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 Professor Lidgren and Ms Telford (or their Nominated Parties) will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

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 7 and 8.

Voting

Note that a voting exclusion applies to Resolutions 7 and 8 in the terms set out in the Notice.

8. Action to be taken by Shareholders

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

9. 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.

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 7.1.

10% Placement Period has the meaning given in Section 7.2.

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

Annual Report means the annual financial report of the Company for the year ended 30 June 2019.

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

Child Entity has the meaning given to that term in the Listing Rules.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company or Orthocell Limited 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 2019.

Employees has the same meaning as in the Plan.

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

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

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

Listing Rules means the listing rules of ASX.

Meeting or Annual General Meeting means the annual general meeting convened by this Notice.

Nominated Party has the same meaning as in the Plan.

Notice means this notice of annual general meeting.

Option means an option to acquire a Share.

Placement has the meaning given in Section 5.

Placement Purpose has the meaning given in Section 5.

Plan means the Orthocell Limited Employee Equity Incentive Plan, as may be amended from time to time.

Plan Options has the meaning given in Section 7.1.

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 in the Company exercisable at $0.58 on or before 19 November 2020.

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

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.

Exercise Price	Vesting Date	Specified Expiry Date
A 15 % premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to the date of grant of the Plan Options.	On issue of grant	Three years from the date of issue

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

(a) the Specified Expiry Date referred to in the above table; or
(b) the Plan Options expire under the terms of the Plan.

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

3. Other Terms and Conditions

The Plan Options will be subject to the terms and conditions of the Plan.

Shares issued on exercise

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

5. 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.

6. 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.

7. Quotation of Plan Options

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

8. Plan Options not transferable

Plan Options are not transferable.

New issues
(a) Holders of Plan Options are not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:
- (i) they have become entitled to exercise their Plan Options under the Plan; and
- (ii) they exercise their Plan Options and receive Shares before the record date for the determination of entitlements to the new issue of securities and participate as a holder of Shares.
(b) In accordance with the Listing Rules, the Company will give holders notice of any new issue of securities before the record date for determining entitlements to the new issue.
Pro rata issues

If the Company makes a pro rata issue of Shares (except a bonus issue) to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of a Plan Option before the record date for determining entitlements to the pro rata issue, the Exercise Price of a Plan Option will be reduced according to the formula specified in the Listing Rules.

11. Bonus issues

If the Company makes a bonus issue of Shares to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of a Plan Option before the record date for determining entitlements to the bonus issue, then the number of underlying Shares over which the Plan Option is exercisable will be increased by the number of Shares which the Participant would have received if the Participant had exercised the Plan Option before the record date for the bonus issue. No adjustment will be made to the Exercise Price.

12. Reorganisation of capital

If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of a holder (including the number of Plan Options to which each holder is entitled and the Exercise Price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

13. 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.

Schedule 3 - Terms and Conditions of the Options

1. Entitlement

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

Exercise Price, Vesting Conditions and Expiry Date

Exercise Price Vesting Specified Expiry Date $0545 Vested on 28 June Grant 2022

The options will expire (Expiry Date), if not previously exercised, on the first to occur of:

I. 28 June 2022;
II. the expiry of 30 days (or any longer period which the Board determines) after you cease to be engaged or appointed by the Company or any of its subsidiaries for any reason; and
III. a determination of the Board that you have acted fraudulently, dishonestly or in breach of your obligations to the Company or any of its subsidiaries and that the option is to be forfeited.
IV. as determined in accordance with item 3 below,

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

3. Change in Control

Upon the occurrence of a Change in Control Event the Board may determine (in its discretion) to procure that an offer is made to holders of Options on like terms (having regard to the nature and value of the 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 Options shall immediately vest and become exercisable and if not exercised within 10 days, shall lapse.

For the purposes of this Item 3 "Change in Control Event" means:

(d) the occurrence of:
(iii) 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
(iv) that takeover bid has become unconditional (except any condition in relation to the cancellation or exercise of the Options); or
(e) the announcement by the Company that:
(v) 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

  - (vi) the Court, by order, approves the proposed scheme of arrangement; or

(f) the occurrence of the sale of all or a majority of the Company's main undertaking; or
(g) 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 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 Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any Notice of Exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

Shares issued on exercise

Shares issued on exercise of the 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 Options.

Timing of issue of Shares

After an 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 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 15 Business Days after issuing the Share.

9. Participation in new issues

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

(a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the option holder would have received if the option holder had exercised the 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 an Option.

12. 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.

13. Quotation of Options

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

Options not transferable

Options are transferable only with the prior written approval of the Board of directors of the Company and subject to compliance with the Corporations Act.

15. 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 Options with the appropriate remittance should be lodged at the Company's Registry.

Schedule 4 - Issue of Equity Securities since 19 November 2018

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 18 December 2018	9,709,655	Shares1	Issued to sophisticated and institutional investors	$0.17 per ordinary share (Share price on day of issue $0.155)	Amount raised = $1,650,641 Amount spent = $1,650,641 Expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
Issue 18 December 2018	13,309,655	Options exercisable at $0.25 on or before 31 December 2021	9,709,655 Issued to sophisticated and institutional investors as attaching options 3,600,000 issued to PAC Partners as placement fees	Nil	Amount raised = Nil Valuation at time of issue $0.0326 Current Valuation $0.316
Issue 28 December 2018	882,353	Shares1	Issued to sophisticated and institutional investors	$0.17 per ordinary share (Share price on day of issue $0.15)	Amount raised = $150,000 Amount spent = $150,000 Expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
Issue 28 December 2018	882,353	Options exercisable at $0.25 on or before 31 December 2021	Issued to sophisticated and institutional investors as attaching Options	Nil	Amount raised = Nil Valuation at time of issue $0.0326 Current Valuation $0.316
5 April 2019	75,000	Shares1	Issued to consultant for services	Share price on the day of issue $0.11	Amount raised = Nil Current Share price $0.475
15 May 2019	1,219,898	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.535)	Amount raised = $304,975 Amount spent =$304,975 Expended on costs of offer, research and development

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
					costs, staff costs and corporate, admin and general working capital.
17 May 2019	1,086,640	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.49)	Amount raised = $271,660 Amount spent =$271,660 Expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
21 May 2019	835,901	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.505)	Amount raised = $208,975 Amount spent =$208,975 Expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
21 May 2019	1,260,588	Shares1	Issued to Directors and other parties in lieu of fees as approved by Shareholders at a general meeting on 20 May 2019	Deemed price based on formula approved 214,607 - $0.1456 241,543 - $0.1449 391,110 - $0.1321 413,328- $0.125 Share price on the day of issue $0.505.	Amount raised = Nil Current Share price $0.475
31 May 2019	650,972	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.455)	Amount raised = $162,743 Amount spent =$162,743 Expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.

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
6 June 2019	100,733	Shares1	Issued to Directors and other parties in lieu of fees as approved by Shareholders	Deemed price based on formula approved $0.513 Share price on the day of issue $0.38	Amount raised = Nil Current Share price $0.475
6 June 2019	467,290	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.38)	Amount raised = $116,823 Amount spent =$116,823 Expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
6 June 2019	26,500,000	Shares1	Issued to sophisticated and institutional investors	$0.40 per ordinary share (Share price on day of issue $0.38)	Amount raised = $10,600,000 Amount spent =$2,414,698 Expended on costs of offer, repayment of advance payment of research and development loan, research and development costs, Staff Costs and corporate, admin and general working capital. Balance to be expended on research and development costs, staff costs and corporate, admin and general working capital.
Issue 13 June 2019	1,000,000	Options exercisable at $0.413 on 13 June 2022	Issued under the Orthocell Limited Employee Incentive Plan	No issue price. Valuation at time of issue $0.224 Current value $0.196	Valuation at time of issue $0.196 Current Valuation $0.254
28 June 2019	300,000	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.51)	Amount raised = $75,000 Amount spent = $0 To be expended on: Expended on costs of offer, research

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
					and development costs, staff costs and corporate, admin and general working capital.
28 June 2019	100,000	Shares1	Issued to consultant for services to the Company	Share price on the day of issue $0.51	Amount raised = Nil Current Share price $0.475
28 June 2019	2,000,000	Options exercisable at $0.545 on or before 28 June 2022	Issued to consultants for services to the Company	Share price on the day of issue $0.51 Valuation at time of issue $0.256 Current value $0.168	Valuation at time of issue $0.2563 Current Valuation $0.22
12 July 2019	50,000	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.465)	Amount raised = $12,500 Amount spent = Nil To be expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
12 July 2019	108,771	Shares1	Issued to Directors and other parties in lieu of fees as approved by Shareholders	Deemed price based on formula approved $0.475 Share price on the day of issue $0.465	Amount raised = Nil Current Share price $0.475
25 July 2019	738,000	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.49)	Amount raised = $184,500 Amount spent = Nil To be expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.
14 August 2019	42,357	Shares1	Issued to directors and other parties in lieu of fees as approved by Shareholders at a general meeting on 20 May 2019	Deemed price based on formula approved $0.482 (Share price on the day of issue $0.415)	Amount raised = Nil Current Share price $0.475

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 14 August 2019	1,660,000	Options exercisable at $0.413 on 14 August 2022	Issued under the Orthocell Limited Employee Incentive Plan	No issue price. Valuation at time of issue $0.216 Current value $0.20	Valuation at time of issue $0.2563 Current Valuation $0.22
10 September 2019	40,159	Shares1	Issued to party in lieu of fees as approved by Shareholders at a general meeting on 20 May 2019	Deemed price based on formula approved $0.415 (Share price on the day of issue $0.385)	Amount raised = Nil Current Share price $0.475
9 October 2019	350,000	Shares1	Issued on exercise of Options	$0.25 per ordinary share (Share price on day of issue $0.475)	Amount raised = $87,500 Amount spent = Nil To be expended on costs of offer, research and development costs, staff costs and corporate, admin and general working capital.

Notes :

Shares are fully paid ordinary Shares in the Company ranking equally in all respect with the existing issued Shares in the Company.
Value of Options determined using the Black-Scholes methodology.

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ORTHOCELL LIMITED — AGM Information 2019

65477_rns_2019-10-17_9effb8fb-0454-4e02-8cf4-c6f34ae71aff.pdf

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

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM

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

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Ordinary business

1. Financial Statements and Reports

2. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

"That the Remuneration Report be adopted."

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

4. Resolution 3 – Ratification of issue of Options to consultants under ASX Listing Rule 7.1

5. Resolution 4 – Ratification of issue of Shares under ASX Listing Rule 7.1

6. Resolution 5 – Ratification of issue of Shares under ASX Listing Rule 7.1A

5. Resolution 6 – Approval of 10% Placement Facility

4. Resolution 7 – Authority to Grant Plan Options to a Director – Professor Lars Lidgren or his Nominated Party

5. Resolution 8 – Authority to Grant Plan Options to a Related Party – Ms Nicole Telford or her Nominated Party

OTHER BUSINESS

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

1. Financial Statements and Reports

2. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

Voting

3. Resolution 2 – Re-election of Doctor Stewart Washer as a Director

4. Resolution 3 – Ratification of issue of Options to various consultants under ASX Listing Rule 7.1

Voting

5. Resolutions 4 and 5 – Ratification of issue of Shares under ASX Listing Rule 7.1 and 7.1A

Background

Resolution 4 - Ratification of issue of Shares under ASX Listing Rule 7.1

Resolution 5 - Ratification of issue of Shares under ASX Listing Rule 7.1A

Voting

6. Resolution 6 – Approval of 10% Placement Facility

6.1 General

6.2 Description of Listing Rule 7.1A

(A x D) – E

( 10% Placement Period ).

6.3 Listing Rule 7.1A

6.4 Specific information required by Listing Rule 7.3A

Voting

7. Resolutions 7 and 8 – Authority to grant Plan Options to Professors Lars Lidgren and Ms Nicole Telford (or their Nominated Parties)

7.1 Background

7.2 Related Party Transactions Generally

7.3 Information Requirements - Chapter 2E of the Corporations Act

The details of the financial benefit including reasons for giving the type and quantity of the benefit

Participants Current Holdings

Dilution effect of grant of Plan Options on existing members’ interests

Participating Directors’ total remuneration package

Company’s historical Share price

Other Information

7.4 Information Requirements – Listing Rules 10.14 and 10.15

Voting

8. Action to be taken by Shareholders

9. Proxies

Schedule 1 - Definitions

Schedule 2 - Terms and Conditions of the Plan Options

1. Entitlement

2. Exercise Price and Expiry Date

3. Other Terms and Conditions

5.

Quotation of Shares on exercise

6.

Timing of issue of Shares

(a) issue the Share;

7. Quotation of Plan Options

8. Plan Options not transferable

11. Bonus issues

12. Reorganisation of capital

13. Lodgement Instructions

Schedule 3 - Terms and Conditions of the Options

1. Entitlement

3. Change in Control

Timing of issue of Shares

9. Participation in new issues

ORTHOCELL LIMITED AGM Information 2019