ORTHOCELL LIMITED — AGM Information 2019

Apr 17, 2019

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Notice of General Meeting

Perth, Australia; 18[th] April 2019: Regenerative medicine company Orthocell Limited (ASX:OCC, “Orthocell” or the “Company”) advises that it has called a general meeting of shareholders (“Meeting”) to be held on 20 May 2019. The notice of meeting (“Notice”) is attached.

The Notice contains resolutions seeking shareholder approval for the issue of shares to Directors and other parties in lieu of fees.

Due to the timing of the proposed issue of shares, the Company sought a waiver from ASX Listing Rules 7.3.2, 7.3.3, 10.13.3 and 10.13.5 to extend the period for the Shares to be issued post the Meeting. The Company is pleased to report that ASX has granted the waivers sought by the Company. The terms of the waivers are set out in the Attachment to this announcement.

Shareholders are encouraged to attend the Meeting or appoint a proxy to vote as set out on the proxy form accompanying the Notice.

For more information, please contact:

General & Investor enquiries

Media enquiries

Paul Anderson Haley Chartres Orthocell Limited Hales[2 ] Communications Managing Director P: +61 8 9360 2888 P: +61 423 139 163 E: paulanderson@orthocell.com.au E:haley@hsquared.com.au

About Orthocell Limited

Orthocell is a regenerative medicine company focused on regenerating mobility for patients by developing products for the repair of a variety of soft tissue injuries. Orthocell’s portfolio of products include TGA-licensed cell therapies Autologous Tenocyte Implantation (Ortho-ATI®) and Autologous Chondrocyte Implantation (Ortho-ACI®), which aim to regenerate damaged tendon and cartilage tissue. Orthocell is moving forward with clinical studies designed to assist in the US (FDA) approval process and has completed its pre-IND meetings with the FDA. The Company’s other major product is CelGro®, a collagen medical device which facilitates tissue repair and healing in a variety of orthopaedic, reconstructive and surgical applications. Orthocell recently received European regulatory approval (CE Mark) for CelGro®. The collagen medical device can now be marketed and sold within the European Union for a range of dental bone and soft tissue regeneration procedures and is being readied for first approval in the US and AUS.

For more information on Orthocell, please visit www.orthocell.com.au or follow us on Twitter @Orthocellltd and Linkedin www.linkedin.com/company/orthocell-ltd

Ph: +61 8 9360 2888 Fax: +61 8 9360 2899 www.orthocell.com.au

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Attachment Terms of ASX waivers

ASX has granted the waivers to the Company from these listing rules as set out below:

• 1.0 Listing rule 7.3.2 to the extent necessary to permit the notice of meeting (the “Notice”) seeking shareholder approval for the issue of up to $30,000 worth of ordinary fully paid shares (“SLR Remuneration Shares”) to SLR Consulting Pty Ltd (“SLR”) (or its nominee) and up to $99,996 worth of fully paid ordinary shares to Professor M.H Zheng (“Zheng Remuneration Shares”) in lieu of cash remuneration for fees accruing not to state that the SLR Remuneration Shares and Zheng Remuneration Shares will be issued no later than three months after the date of the shareholders’ meeting, on the following conditions:

• 1.1 The SLR Remuneration Shares for fees for the months of January, February, March, April, May and June 2019 are to be issued no later than 14 July 2019 (being 10 business dates from the end of June 2019), subject to shareholder approval having being obtained.

• 1.2 The Zheng Remuneration Shares for fees for the months of, March, April, May, June, July and August 2019 are to be issued no later than 13 September 2019 (being 10 business dates from the end of August 2019), subject to shareholder approval having being obtained.

• 1.3 If the Company releases its annual report during a period in which the SLR Remuneration Shares and Zheng Remuneration Shares are issued or remain to be issued, the annual report discloses details of the SLR Remuneration Shares and Zheng Remuneration Shares issued in that annual reporting period, the number of the SLR Remuneration Shares and ZhengRemuneration Shares that remain to be issued and the basis on which they may be issued.

• 1.4 In any half year or quarterly report for a period during which any of the SLR Remuneration Shares and Zheng Remuneration Shares have been issued or remain to be issued, the Company must include a summary statement of the number of SLR Remuneration Shares and Zheng Remuneration Shares issued during the reporting period, the number of SLR Remuneration Shares and Zheng Remuneration Shares that remain to be issued and the basis on which the SLR Remuneration Shares and Zheng Remuneration Shares may be issued.

• 1.5 The terms of this waiver are released to the market no later than the time the Notice is released to the market.

• 2.0 Listing rule 7.3.3 to the extent necessary to permit the Company’s Notice seeking shareholder approval for the issue of SLR Remuneration Shares and Zheng Remuneration Shares not to include a fixed or minimum price that is at least 80% of the volume weighted average market price for securities in that class calculated over the last 5 days on which sales

Ph: +61 8 9360 2888 Fax: +61 8 9360 2899 www.orthocell.com.au

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in the securities were recorded before the day on which the issue was made, subject to the following conditions.

• 2.1 The Notice states the formula by which the maximum number of SLR Remuneration Shares and Zheng Remuneration Shares which will be issued to the recipients.

• 2.2 To the satisfaction of ASX, the Notice discloses the formula (with worked examples) pursuant to which the number of SLR Remuneration Shares and Zheng Remuneration Shares to be issued to the recipients will be calculated.

• 2.3 To the satisfaction of ASX, the Notice discloses the formula (with worked examples) pursuant to which the issue price of the shares to be issued to the recipients will be calculated.

• 2.4 The Company releases the terms of this waiver to the market no later than the time the Notice is released to the market.

• 3.0 Listing rule 10.13.3 and 10.13.5 to the extent necessary to permit the Notice seeking shareholder approval for the issue of remuneration shares up to the value of $37,500 to Dr Stewart Washer, up to the value of $30,000 to Matt Callahan, up to the value of $11,250 to Professor Lars Lidgren in lieu of directors fees for the months of April, May and June 2019 and up to the value of $15,000 Qi Xiao Zhou in lieu of directors fees for the months of April, May, June and July 2019 (“Directors Remuneration Shares”) not to state the Directors Remuneration Shares will be issued within 1 month from the date of the shareholders’ meeting, and not to include the issue price, subject to the following conditions.

• 3.1 The Notice states that the Directors Remuneration Shares will be issued to Dr Stewart Washer, Matt Callahan and Professor Lars Lidgren for the fees accrued over April, May and June 2019 and to Qi Xiao Zhou for the fees accrued over April, May, June and July 2019 within 10 business days after the end of each relevant month for which fees are owed.

• 3.2 The Notice states that the Directors Remuneration Shares will be issued to Dr Stewart Washer, Matt Callahan, Professor Lars Lidgren and Qi Xiao Zhou at a deemed issued price calculated as the VWAP for all trading days for the relevant month in which the fee was incurred.

• 3.3 The Company releases the terms of the waiver no later than the time the Notice is released to the market.

Ph: +61 8 9360 2888 Fax: +61 8 9360 2899 www.orthocell.com.au

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

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM

The General Meeting of the Company will be held at Building 191 Murdoch University, South Street, Murdoch, Western Australia on 20 May 2019 at 9.30 AM (WST).

The Notice of 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 GENERAL MEETING

Notice is hereby given that the General Meeting of Shareholders of Orthocell Limited ( "Company" ) will be held at Building 191 Murdoch University, South Street, Murdoch, Western Australia on 20 May 2019 at 9.30 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

Ordinary business

1. Resolution 1 – Ratification of issue of Securities 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 9,709,655 Shares on 18 December 2018 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 1 by or on behalf of a person who participated in the issue the subject of Resolution 1 or an Associate of those persons.

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 .

2. Resolution 2 – Ratification of issue of Options 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 3,600,000 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021), on 18 December 2018 to PAC Partners Securities Pty Ltd 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 2 by or on behalf of PAC Partners Securities Pty Ltd or an Associate of those persons. 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 .

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3. Resolution 3 – Ratification of issue of Securities 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

• (a) 9,709,655 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) on 18 December 2018;

• (b) 882,353 Shares on 28 December 2018; and

• (c) 882,353 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) on 28 December 2018,

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 3 by or on behalf of a person who participated in the issue the subject of Resolution 3 or an Associate of those persons.

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 4 – Issue of Shares to Dr Stewart Washer in lieu of fees

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 10.11 and for all other purposes, the Directors be and are hereby authorised to allot and issue that number of Shares to Dr Stewart Washer or his nominee, in lieu of fees payable to Dr Washer (or an entity controlled by him) for January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019, calculated in respect of each month accordance with the following formula,

$12,500 ÷ the VWAP for all trading days for the month in which the fee was incurred,

and otherwise 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 Dr Stewart Washer or his nominee; or an Associate of those persons. 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.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 4 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 4; 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 4. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 4, in which case an ASX announcement will be made.

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Shareholders may also choose to direct the Chair to vote against Resolution 4 or to abstain from voting.

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

5. Resolution 5 – Issue of Shares to Mr Matt Callahan in lieu of fees

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 10.11 and for all other purposes, the Directors be and are hereby authorised to allot and issue that number of Shares to Mr Matt Callahan or his nominee, in lieu of fees payable to Mr Callahan (or an entity controlled by him) for January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019, calculated in respect of each month in accordance with the following formula,

$10,000 ÷ the VWAP for all trading days for the month in which the fee was incurred

and otherwise 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 Mr Matt Callahan or his nominee; or an Associate of those persons. 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.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 5 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 5; 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 5. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 5, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against Resolution 5 or to abstain from voting.

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

6. Resolution 6 – Issue of Shares to Professor Lars Lidgren in lieu of fees

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 10.11 and for all other purposes, the Directors be and are hereby authorised to allot and issue that number of Shares to Professor Lars Lidgren or his nominee,

in lieu of fees payable to Professor Lidgren for January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019, calculated in respect of each month in accordance with the following formula,

$3,750 ÷ the VWAP for all trading days for the month in which the fee was incurred

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and otherwise 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 Professor Lars Lidgren or his nominee; or an Associate of those persons. 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.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 6 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 6; 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 6. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 6, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against Resolution 6 or to abstain from voting.

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

7. Resolution 7 – Issue of Shares to Mr Qi Xiao Zhou in lieu of fees

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 10.11 and for all other purposes, the Directors be and are hereby authorised to allot and issue that number of Shares to Mr Qi Xiao Zhou or his nominee, in lieu of fees payable to Mr Zhou for February 2019, March 2019, April 2019, May 2019, June 2019 and July 2019, calculated in respect of each month in accordance with the following formula,

$3,750 ÷ the VWAP for all trading days for the month in which the fee was incurred

and otherwise 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 7 by or on behalf of Mr Qi Xiao Zhou or his nominee; or an Associate of those persons. 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.

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

• (a) the appointment specifies the way the proxy is to vote on 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 Resolution 7. In exceptional

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circumstances, the Chair of the Meeting may change his voting intention on Resolution 7, in which case an ASX announcement will be made.

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

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

8. Resolution 8 – Issue of Shares to SLR Consulting Pty Ltd in lieu of fees

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 7.1 and for all other purposes, the Directors be and are hereby authorised to allot and issue that number of Shares to SLR Consulting Pty Ltd or its nominee, in lieu of fees payable to SLR Consulting Pty Ltd for January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019, calculated in respect of each month in accordance with the following formula,

$5,000 ÷ the VWAP for all trading days for the month in which the fee was incurred

and otherwise 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 8 by or on behalf of SLR Consulting Pty Ltd or its nominee; or an Associate of those persons. 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.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolution 8 unless:

• (a) the appointment specifies the way the proxy is to vote on 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 Resolution 8. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 8, in which case an ASX announcement will be made.

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

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

9. Resolution 9 – Issue of Shares to Professor M.H. Zheng in lieu of fees

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 7.1 and for all other purposes, the Directors be and are hereby authorised to allot and issue that number of Shares to Professor M.H. Zheng or his nominee, in lieu of fees payable to Professor Zheng (or an entity controlled by him) for March 2019, April 2019, May 2019, June 2019, July 2019 and August 2019, calculated in respect of each month in accordance with the following formula,

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$16,666 ÷ the VWAP for all trading days for the month in which the fee was incurred

and otherwise 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 9 by or on behalf of Professor M.H. Zheng or his nominee; or an Associate of those persons. 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.

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

• (a) the appointment specifies the way the proxy is to vote on Resolution 9; 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 9. In exceptional circumstances, the Chair of the Meeting may change his voting intention on Resolution 9, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chair to vote against Resolution 9 or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons 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 Schedule 1 to the Explanatory Memorandum.

Dated 16 April 2019

By Order of the Board

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Simon Robertson Company Secretary

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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).

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) on18 May 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 2001

• by faxing a completed proxy form to +61 2 8583 3040

• 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 18 May 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 General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00 PM (WST) on 18 May 2019.

• 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 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

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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 General Meeting of the Shareholders of Orthocell Limited to be held at Building 191 Murdoch University, South Street, Murdoch, Western Australia on 20 May 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. Resolutions 1 to 3 – Ratification of issue of Securities under ASX Listing Rule 7.1 and 7.1A

Background

On 11 December 2018 the Company announced it had conducted a private placement to professional and sophisticated investors across Australia and Asia including existing Shareholders to raise $1,800,000 ( Placement ). The Placement settled in two tranches, the first on 18 December 2018 and the second on 31 December 2018.The following securities were issued pursuant the Placement:

• (a) 10,592,008 Shares at an issue price of $0.17 per Share;

• (b) 10,592,008 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) on the basis 1 free attaching Option for each Share issued; and

• A further 3,600,000 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) were issued as a placement fee.

Funds raised pursuant to the Placement, in combination with the Company’s cash reserves, will be used to accelerate market entry of CelGro® for dental bone and soft tissue repair into European markets; progress key regulatory approvals in the US and other target jurisdictions; and support continued business development and marketing initiatives ( Placement Purpose ).

Resolution 1 - 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 securities up to 10% of the issued capital of the Company under Listing Rule 7.1A without requiring Shareholder approval.

Resolution 1 seeks ratification under Listing Rule 7.4 of the issue of 9,709,655 Shares made on 18 December 2018 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) 9,709,655 Shares were issued.

• (b) The Shares were issued at an issue price of $0.17 each.

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• (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.

• (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 1.

Resolution 2 - Ratification of issue of Options under ASX Listing Rule 7.1

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 securities up to 15% of the issued capital of the Company under Listing Rule 7.1 without requiring Shareholder approval.

Resolution 2 seeks ratification under Listing Rule 7.4 of the issue of 3,600,000 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) made on 18 December 2018 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) 3,600,000 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) were issued.

• (b) The Options were issued to PAC Partners Securities Pty Ltd as a placement fee in part consideration for Lead Manager services provided by PAC Partners Securities Pty Ltd.

• (c) The Options are unlisted options each with an exercise price of $0.25 and expiry date of 31 December 2021. Shares issued on exercise of the Options will be fully paid ordinary Shares in the capital of the Company and will rank equally in all respects with the existing fully paid ordinary Shares on issue.

• (d) The Options were issued to PAC Partners Securities Pty Ltd, an unrelated party of the Company.

• (e) No funds were raised from the issue.

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

Resolution 3 - Ratification of issue of Securities under ASX Listing Rule 7.1

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 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 9,709,655 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) made on 18 December 2018, and 882,353 Shares and 882,353 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) made on 31 December 2018 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 and Options is provided to Shareholders for the purposes of Listing Rule 7.5:

• (a) 882,353 Shares and 10,592,008 Options (each with an exercise price of $0.25 and expiry date of 31 December 2021) were issued.

• (b) The Shares were issued at an issue price of $0.17 each. The Options were issued for nil consideration on the basis of 1 free attaching Option for each Share issued.

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• (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. The Options are unlisted options each with an exercise price of $0.25 and expiry date of 31 December 2021. Shares issued on exercise of the Options will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the existing fully paid ordinary shares on issue.

• (d) The Shares and Options were issued to professional and sophisticated investors, all of whom are unrelated parties of the Company.

• (e) Funds raised from the issue of the Shares will be used for the Placement Purpose. No funds were raised from the issue of the Options.

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

5. Resolutions 4 to 9 – Issue of Shares in lieu of fees

Background

The Company has agreements with certain of its Directors including Dr Stewart Washer (or an entity controlled by him), Mr Matt Callahan (or an entity controlled by him), Professor Lars Lidgren and Mr Qi Xiao Zhou, and with SLR Consulting Pty Ltd (a company associated with Mr Simon Robertson (Company Secretary)) and Professor M.H. Zheng (Chief Scientific Officer) (or an entity controlled by him) pursuant to which the Company is obliged to pay fees for services.

The Company has agreements with certain of its Directors including Dr Stewart Washer (or an entity controlled by him), Mr Matt Callahan (or an entity controlled by him), Professor Lars Lidgren and Mr Qi Xiao Zhou, and with SLR Consulting Pty Ltd (a company associated with Mr Simon Robertson (Company Secretary)) and Professor M.H. Zheng (Chief Scientific Officer) (or an entity controlled by him) pursuant to which the Company is obliged to pay fees for services.	The Company has agreements with certain of its Directors including Dr Stewart Washer (or an entity controlled by him), Mr Matt Callahan (or an entity controlled by him), Professor Lars Lidgren and Mr Qi Xiao Zhou, and with SLR Consulting Pty Ltd (a company associated with Mr Simon Robertson (Company Secretary)) and Professor M.H. Zheng (Chief Scientific Officer) (or an entity controlled by him) pursuant to which the Company is obliged to pay fees for services.	The Company has agreements with certain of its Directors including Dr Stewart Washer (or an entity controlled by him), Mr Matt Callahan (or an entity controlled by him), Professor Lars Lidgren and Mr Qi Xiao Zhou, and with SLR Consulting Pty Ltd (a company associated with Mr Simon Robertson (Company Secretary)) and Professor M.H. Zheng (Chief Scientific Officer) (or an entity controlled by him) pursuant to which the Company is obliged to pay fees for services.	The Company has agreements with certain of its Directors including Dr Stewart Washer (or an entity controlled by him), Mr Matt Callahan (or an entity controlled by him), Professor Lars Lidgren and Mr Qi Xiao Zhou, and with SLR Consulting Pty Ltd (a company associated with Mr Simon Robertson (Company Secretary)) and Professor M.H. Zheng (Chief Scientific Officer) (or an entity controlled by him) pursuant to which the Company is obliged to pay fees for services.	The Company has agreements with certain of its Directors including Dr Stewart Washer (or an entity controlled by him), Mr Matt Callahan (or an entity controlled by him), Professor Lars Lidgren and Mr Qi Xiao Zhou, and with SLR Consulting Pty Ltd (a company associated with Mr Simon Robertson (Company Secretary)) and Professor M.H. Zheng (Chief Scientific Officer) (or an entity controlled by him) pursuant to which the Company is obliged to pay fees for services.
Subject to the receipt of Shareholder approval the subject of Resolutions 4 to 9, the Board has determined, and each Director, SLR Consulting Pty Ltd and Professor M.H. Zheng (or the relevant entities controlled by them) has agreed that the Company will issue Shares in lieu of fees for the periods set out in the table below:
Director	Monthly Fee	Maximum value of Shares which may be issued in lieu of fees	Role	Months for which Shares will be issued in lieu of fees
Dr Stewart Washer	$12,500	$75,000	Executive Chairman The Company, Dr Washer and Biologica Ventures Pty Ltd (a company controlled by Dr Washer) are parties to a consulting agreement which provides the Company will pay Biologica Ventures Pty Ltd $150,000 p.a. for Dr Washer’s services.	January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019
Mr Matt Callahan	$10,000	$60,000	Non-Executive Director Pursuant to a letter of appointment, the Company has agreed to pay Mr Callahan a director’s fee of $45,000 p.a. In addition, the Company, Mr Callahan and Bocca Consulting Pty Ltd (a company controlled by Mr Callahan) are parties to a consulting agreement which provides the Company will pay Bocca Consulting Pty Ltd $1,500 per day for Mr Callahan’s services (Bocca Agreement).	January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019

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			The Company, Mr Callahan and Bocca Consulting Pty Ltd have agreed that Shares may be issued in lieu of fees accrued under Mr Callahan’s letter of appointment and the Bocca Agreement up to a maximum of $10,000 of fees incurred per month. The balance of any fees owing will be paid in cash.
Professor Lars Lidgren	$3,750	$22,500	Non-Executive Director Pursuant to a letter of appointment, the Company has agreed to pay Professor Lidgren a director’s fee of $45,000 p.a.	January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019
Mr Qi Xiao Zhou	$3,750	$22,500	Non-Executive Director Pursuant to a letter of appointment, the Company has agreed to pay Mr Qi Xiao Zhou a director’s fee of $45,000 p.a.	February 2019, March 2019, April 2019, May 2019, June 2019 and July 2019
SLR Consulting Pty Ltd (a company associated with Simon Robertson)	$5,000	$30,000	Company Secretarial Services The Company and SLR Consulting Pty Ltd are parties to a consulting agreement which provides the Company will pay SLR consulting Pty Ltd $60,000 per annum for these services.	January 2019, February 2019, March 2019, April 2019, May 2019 and June 2019
Professor M.H. Zheng	$16,666	$99,996	Chief Scientific Officer The Company and Ming Hao Zheng and Ying Fan (as trustees of the Zheng Trust) (the Zheng Trust) are parties to an agreement which provides the Company will pay the Zheng Trust$190,000 per annum plus $1,500 per day for Professor Zheng’s services. The Company and the Zheng Trust have agreed that Shares may be issued in lieu of fees accrued under the agreement up to a maximum of $16,666 of fees incurred per month. The balance of any fees owing will be paid in cash.	March 2019, April 2019, May 2019, June 2019, July 2019 and August 2019

It is considered that the issue of the Shares to the Directors and SLR Consulting Pty Ltd and Professor M.H. Zheng, Chief Scientific Officer in lieu of fees is a cost effective and efficient way to secure the Company’s current cash reserves.

Note that a voting exclusion applies to Resolutions 4 to 9 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 these Resolutions.

The Chairman intends to exercise all undirected proxies in favour of Resolutions 4 to 9.

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The number of Shares and the issue prices

The number of Shares to be issued per month has been (for January, February and March 2019) will be (for April, May, June, July and August 2019) calculated by dividing the fee owed for the relevant month by the VWAP for all trading days for the month in which the fee was incurred.

The Directors consider the VWAP calculation to be representative of the Share price for the relevant month for which fees are owed. The number of Shares to be issued in lieu of fees incurred in January 2019, February 2019 and March 2019 is as follows:

Director/consultant	Monthly fee	Number of Shares and deemed issue price for fees incurred in January 2019	Number of Shares and deemed issue price for fees incurred in February 2019	Number of Shares and deemed issue price for fees incurred in March 2019
Dr Stewart Washer	$12,500	Number of Shares: 85,851 VWAP/ Deemed issue price per Share: $0.1456	Number of Shares: 86,266 VWAP/ Deemed issue price per Share: $0.1449	Number of Shares: 94,625 VWAP/ Deemed issue price per Share: $0.1321
Mr Matt Callahan	$10,000	Number of Shares: 68,681 VWAP/ Deemed issue price per Share: $0.1456	Number of Shares: 69,013 VWAP/ Deemed issue price per Share: $0.1449	Number of Shares: 75,700 VWAP/ Deemed issue price per Share: $0.1321
Professor Lars Lidgren	$3,750	Number of Shares: 25,755 VWAP/ Deemed issue price per Share: $0.1456	Number of Shares: 25,879 VWAP/ Deemed issue price per Share: $0.1449	Number of Shares: 28,387 VWAP/ Deemed issue price per Share: $0.1321
Mr Qi Xiao Zhou1	$3,750	Not applicable.	Number of Shares: 25,879 VWAP/ Deemed issue price per Share: $0.1449	Number of Shares: 28,387 VWAP/ Deemed issue price per Share: $0.1321
SLR Consulting Pty Ltd	$5,000	Number of Shares: 34,340 VWAP/ Deemed issue price per Share: $0.1456	Number of Shares: 34,506 VWAP/ Deemed issue price per Share: $0.1449	Number of Shares: 34,50637,850 VWAP/ Deemed issue price per Share: $0.1321
Professor M.H. Zheng	$16,666	Not applicable.	Not applicable.	Number of Shares: 126,161 VWAP/ Deemed issue price per Share: $0.1321

1. Mr Zhou will, subject to Shareholder approval be issue Shares in lieu of fees for the period February 2019 to July 2019.

2. Professor Zheng will, subject to Shareholder approval be issue Shares in lieu of salary for the period of March 2019 to August 2019

Timing of the issue of the Shares

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The Shares will be issued within 10 business days after the end of the relevant month in which the fees were incurred, as set out in the table below:

ncurred, as set out in the table below:
Within 10 business days of the date of the Meeting (assuming Shareholder approval is granted)	Shares in lieu of fees for January 2019, March 2019, March 2019 and April 2019
Within 10 business days of 31 May 2019 (assuming Shareholder approval is granted)	Shares in lieu of fees for May 2019
Within 10 business days of 30 June 2019 (assuming Shareholder approval is granted)	Shares in lieu of fees for June 2019
Within 10 business days of 31 July 2019 (assuming Shareholder approval is granted)	Shares in lieu of fees for July 2019
Within 10 business days of 31 August 2019 (assuming Shareholderapproval is granted)	Shares in lieu of fees for August 2019

Current interests in securities of the Company

The current interests of Dr Stewart Washer, Mr Matt Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou, Mr Simon Robertson and Professor M.H. Zheng are set out below:

	Shares	Shares	Options	Options	Warrants	Warrants
Director	Direct	Indirect	Direct	Indirect	Direct	Indirect
Dr Stewart Washer	-	550,411	-	1,850,000	-	95,842
Mr Matt Callahan	-	10,277,882	-	1,850,000	-	-
Professor Lars Lidgren	-	1,008,209	-	300,000	-	-
Mr Qi Xiao Zhou	5,996,241	-	300,000	-	54,767	-
Simon Robertson	-	201,471	-	997,059	-	-
Professor M.H. Zheng	7,163,032	288,477	86,206	2,300,000	-	-

Potential for dilution

The table below sets out the potential number of Shares which may be issued and corresponding potential for dilution based on different assumed VWAPs:

	Maximum value of Shares which may be issued in lieu of fees	Hypothetical number of Shares to be issued based on a VWAP of: $0.109 $0.145 $0.180	Hypothetical number of Shares to be issued based on a VWAP of: $0.109 $0.145 $0.180	Hypothetical number of Shares to be issued based on a VWAP of: $0.109 $0.145 $0.180
			$0.145
Dr Stewart Washer	$75,000	688,073	517,241	416,666
Mr Matt Callahan	$60,000	550,458	413,793	333,333
Professor Lars Lidgren	$22,500	206,422	155,172	125,000
Mr Qi Xiao Zhou	$22,500	206,422	155,172	125,000
SLR Consulting Pty Ltd	$30,000	257,229	206,896	166,666
Professor M.H. Zheng	$99,996	917,394	689,627	555,533
TOTAL	$309,996	2,825,998	2,137,901	1,722,198
Dilution based on current issued Shares (120,769,787)		2.29%	1.74%	1.41%

Corporations Act considerations

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

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) prior Shareholder approval is obtained to the giving of the financial benefit.

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of the public company.

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A “financial benefit” for the purposes of the Corporations Act also has a very wide meaning. It includes the public company paying money or issuing securities to a related party.

Each of the Directors is a related party of the Company.

It is the view of the Directors that the exception set out in section 211 of the Corporations Act (reasonable remuneration) applies as the issue of Shares is in lieu of fees for the already agreed terms of each Director’s remuneration.

Accordingly, the Directors are not seeking Shareholder approval under section 208 of the Corporations Act for Resolutions 4 to 7.

SLR Consulting Pty Ltd and Professor M.H. Zheng are not related parties of the Company, therefore Chapter 2E does not apply to the issue of Shares to them or their nominees as proposed in Resolutions 8 and 9.

Resolutions 4 to 7 – Issue of Shares to Directors in lieu of fees

The following further information is provided to Shareholders for the purposes of Listing Rule 10.13:

• (a) Shares will be issued to Dr Stewart Washer, Mr Matt Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou (or their nominees) as noted above.

• (b) The maximum number of Shares to be issued to Dr Stewart Washer, Mr Matt Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou or their nominees will be calculated in respect of each month in accordance with the following formula:

“monthly fee” ÷ the VWAP for all trading days for the month in which the fee was incurred

The monthly fees and relevant periods are set out in the table on pages 10- 11.

• (c) The Shares will be issued within 4 months after the date of the Meeting, progressively, as set out in the table on page 12.

• (d) Each of Dr Stewart Washer, Mr Matt Callahan, Professor Lars Lidgren and Mr Qi Xiao Zhou are directors of the Company and, as such, each of them is a related party of the Company.

• (e) The Shares will be issued at a deemed issued price calculated in respect of each of relevant month set out in the table on pages 10- 11 as follows: the VWAP for all trading days for the month in which the fee was incurred.

• (f) The Shares to be issued will be 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.

• (g) No funds will be raised from the issue as the Shares will be issued in lieu of fees.

If approval is given for the grant of the Shares under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

Resolutions 8 and 9 – Issue of Shares to SLR Consulting Pty Ltd and Professor M.H. Zheng in lieu of fees

As noted above, Listing Rule 7.1 requires Shareholder approval for the proposed issue of securities in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

The following information in relation to the Shares to be issued is provided to Shareholders for the purposes of Listing Rule 7.3:

• (a) The maximum number of Shares to be issued to SLR Consulting Pty Ltd and Professor M.H. Zheng or their nominees will be calculated in respect of each month set out in table below in accordance with the following formula:

“monthly fee” ÷ the VWAP for all trading days for the month in which the fee was incurred

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The monthly fees and relevant periods are set out in the table on pages 10-11.

• (b) The Shares will be issued within 5 months after the date of the Meeting, progressively, as set out in the table on page 12.

• (c) The Shares will be issued at a deemed issued price calculated in respect of each of relevant month set out in the table on pages 10-11 as follows: the VWAP for all trading days for the month in which the fee was incurred.

• (d) The Shares will be issued to SLR Consulting Pty Ltd and Professor M.H. Zheng or their nominees, none of whom are related parties of the Company.

• (e) The Shares will be 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.

• (f) No funds will be raised from the issue as the Shares will be issued in lieu of fees.

4. Action to be taken by Shareholders

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

5. 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.

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Schedule 1 - Definitions

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

$ means Australian Dollars.

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

Associate has the meaning given in the Listing Rules.

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.

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 General Meeting means the general meeting convened by this Notice.

Notice means this notice of general meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form attached to the Notice.

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.

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

VWAP means volume weighted average price.

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

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For Ratification of issue of Securities under ASX Listing Rule 7.1A Ratification of issue of Options under ASX Listing Rule 7.1 Ratification of issue of Securities under ASX Listing Rule 7.1 Issue of Shares to Dr Stewart Washer in lieu of fees Issue of Shares to Mr Matt Callahan in lieu of fees Issue of Shares to Professor Lars Lidgren in lieu of fees Issue of Shares to Mr Qi Xiao Zhou in lieu of fees

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Issue of Shares to SLR Consulting Pty Ltd in lieu of fees

Issue of Shares to Professor M.H Zheng in lieu of fees

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