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

Notice of Annual General Meeting and Explanatory Memorandum to Shareholders

The Annual General Meeting of the Company will be held at Building 191 Murdoch University, South Street, Murdoch, Western Australia on 14 October 2020 at 11:00 AM (AWST).

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

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

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Orthocell Limited ABN 57 118 897 135 will be held at Building 191 Murdoch University, South Street, Murdoch, Western Australia on 14 October 2020 at 11:00 am (AWST) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

Ordinary business

1. Financial Reports

To receive and consider the financial report of the Company for the year ended 30 June 2020, together with the Directors’ Report and the Auditor's Report as set out in the Annual Report.

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

To consider and, if thought fit, pass the following resolution as a non-binding resolution :

"That the Remuneration Report for the year ended 30 June 2020 as set out in the 2020 Annual 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 on the Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless: (a) the appointment specifies the way the proxy is to vote on the Resolution ; or (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution . Shareholders may also choose to direct the Chair to vote against the Resolution 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 them under the Corporations Act.

3. Resolution 2 – Re-election of Professor Lars Lidgren as a Director

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

"That, Professor Lars Lidgren, who retires in accordance with clause 6.1(f) of the Constitution and, being eligible for re-election, be re-elected as a Director."

4. Resolution 3 – Election of Mr Matthew Callahan as a Director

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

“That Mr Matthew Callahan, who ceases to hold office in accordance with clause 6.1(e) of the Company’s Constitution and, being eligible, offers himself for election, be elected a Director of the Company.”

5. Resolution 4 – Election of Ms Leslie Wise as a Director

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

“That Ms Leslie Wise, who ceases to hold office in accordance with clause 6.1(e) of the Company’s Constitution and, being eligible, offers herself for election, be elected a Director of the Company.”

6. Resolution 5 – Ratification of issue of Shares to professional and sophisticated investors under 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 10,528,891 Shares (at an issue price of $0.50 each) on 11 December 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 the Resolution by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved; or

(b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7. Resolution 6 – Ratification of issue of Shares to professional and sophisticated investors under 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 15,471,109 Shares (at an issue price of $0.50 each) on 11 December 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 the Resolution by or on behalf of:

(a) a person who participated in the issue or is a counterparty to the agreement being approved; or

(b) an Associate of those persons. However, this does not apply to a vote cast in favour of the Resolution by:

(a)	a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the
	proxy or attorney to vote on the Resolution in that way; or
(b)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction
	given to the Chair to vote on the Resolution as the Chair decides; or
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following
	conditions are met:
	(iii) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an
	Associate of a person excluded from voting, on the Resolution; and
	(iv) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that
	way.

8. Resolution 7 – Approval of Additional 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution :

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

9. Resolution 8 – Grant of Plan Options to Mr Paul Anderson or his nominee

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 4,000,000 Plan Options under the “Orthocell Limited Employee Equity Incentive Plan” for no cash consideration with each Plan Option having an exercise price and an expiry date as set out in item 2 of Annexure B to this Notice, to Mr Paul Anderson or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

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

(a) Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms Nicole Telford (or their nominees) (being the only Listing Rule 10.14.1, 10.14.2 or 10.14.3 parties who are eligible to participate in the “Orthocell Limited Employee Equity Incentive Plan”); or
(b) an Associate of those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution (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 the Resolution 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 the Resolution unless:

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

Shareholders may also choose to direct the Chair to vote against the Resolution 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 them under the Corporations Act.

Please note: If the Chair is a person referred to in 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 the Resolution.

10. Resolution 9 – Grant of Plan Options to Dr Stewart Washer or his nominee

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 2,000,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no cash consideration with each Option having an exercise price and an expiry date as set out in item 2 of Annexure B to this Notice, to Dr Stewart Washer or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

*Voting exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms
Nicole Telford (or their nominees) (being the only Listing Rule 10.14.1, 10.14.2 or 10.14.3 parties who are eligible
to participate in the “Orthocell Limited Employee Equity Incentive Plan”); or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution
(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 the Resolution 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 the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key

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

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

11. Resolution 10 – Grant of Plan Options to Mr Matthew Callahan or his nominee

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 2,000,000 Plan Options under the “Orthocell Limited Employee Equity Incentive Plan” for no cash consideration with each Plan Option having an exercise price and an expiry date as set out in item 2 of Annexure B to this Notice, to Mr Matthew Callahan or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

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

(a) Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms
Nicole Telford (or their nominees) (being the only Listing Rule 10.14.1, 10.14.2 or 10.14.3 parties who are eligible
to participate in the “Orthocell Limited Employee Equity Incentive Plan”); or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution
(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 the Resolution 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 the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in
favour of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

12. Resolution 11 – Grant of Plan Options to Professor Lars Lidgren or his nominee

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 500,000 Plan Options under the “Orthocell Limited Employee Equity Incentive Plan” for no cash consideration with each Plan Option having an exercise price and an expiry date as set out in item 2 of Annexure B to this Notice, to Professor Lars Lidgren or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

*Voting exclusion statement:*The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a) Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms
Nicole Telford (or their nominees) (being the only Listing Rule 10.14.1, 10.14.2 or 10.14.3 parties who are eligible
to participate in the “Orthocell Limited Employee Equity Incentive Plan”); or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution
(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 the Resolution 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 the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in
favour of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution 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 them
under the Corporations Act.

13. Resolution 12 – Grant of Plan Options to Mr Qi Xiao Zhou or his nominee

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 400,000 Plan Options under the “Orthocell Limited Employee Equity Incentive Plan” for no cash consideration with each Plan Option having an exercise price and an expiry date set out in item 2 of Annexure B to this Notice, to Mr Qi Xiao Zhou or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

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

(a) Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms
Nicole Telford (or their nominees) (being the only Listing Rule 10.14.1, 10.14.2 or 10.14.3 parties who are eligible
to participate in the “Orthocell Limited Employee Equity Incentive Plan”); or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution
(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 the Resolution 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 the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in
favour of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution 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 them
under the Corporations Act.
*Please note: If the Chair is a person referred to in 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 the Resolution.*

14. Resolution 13 – Grant of Plan Options to Ms Nicole Telford or her nominee

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

"That, for the purposes of section 208 of the Corporations Act, Listing Rule 10.14 and for all other purposes, the Directors are authorised to issue up to 1,200,000 Plan Options under the “Orthocell Limited Employee Equity Incentive Plan” for no cash consideration with each Plan Option having an exercise price and an expiry date as set out in item 2 of Annexure B to this Notice, to Ms Nicole Telford or her nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

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

(a) Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms
Nicole Telford (or their nominees) (being the only Listing Rule 10.14.1, 10.14.2 or 10.14.3 parties who are eligible
to participate in the “Orthocell Limited Employee Equity Incentive Plan”); or
(b) an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
directions given to the proxy or attorney to vote on the Resolution in that way; or
(b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance
with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting,
and is not an Associate of a person excluded from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to
vote in that way.
In accordance with section 224 of the Corporations Act, the Company will also disregard any votes cast on the Resolution
(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 the Resolution 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 the Resolution unless:
(a) the appointment specifies the way the proxy is to vote on the Resolution; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in
favour of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution 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 them
under the Corporations Act.
*Please note: If the Chair is a person referred to in 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 the Resolution.*

15. Resolution 14 – Orthocell Limited Employee Equity Incentive Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2, Exception 13(b) and for all other purposes, Shareholders approve any issue of securities under the incentive plan for employees and Directors known as “Orthocell Limited Employee Equity Incentive Plan”, a summary of the rules of which are set out in the Explanatory Memorandum, as an exception to Listing Rules 7.1 and 7.1A."

Voting exclusion statement:	Voting exclusion statement:
The Company will disregard any votes cast in favour of the Resolution by or on behalf of:
(a)	a person who is eligible to participate in the employee incentive scheme; or
(b)	an Associate of those persons.
However, this does not apply to a vote cast in favour of the Resolution by:
(a)	a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the
	directions given to the proxy or attorney to vote on the Resolution in that way; or
(b)	the Chair of the Meeting as a proxy or attorney for a person who is entitled to vote on the Resolution, in
	accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
(c)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary
	provided the following conditions are met:
(i)	the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is
	not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
(ii)	the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in
	that way.
Further,	a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:
(a)	the appointment specifies the way the proxy is to vote on the Resolution; or
(b)	the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy
	even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key
	Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in
	favour of the Resolution.
Shareholders may also choose to direct the Chair to vote against the Resolution 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 them
under the Corporations Act.

OTHER BUSINESS

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

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

By order of the Board

==> picture [137 x 44] intentionally omitted <==

Simon Robertson Company Secretary

Dated: 10 September 2020

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 of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronic address 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 their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

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 (but only to the extent allowed by the appointment) 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, 8, 9, 10, 11, 12, 13 and 14 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment 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.
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 who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

To be effective, proxies must be received by 11:00 am (AWST) on 12 October 2020. Proxies received after this time will be invalid.

entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5:00 pm (AWST) on 12 October 2020.

Proxies may be lodged using any of the following methods:
by returning a completed Proxy Form by post to:

Automic GPO Box 5193 Sydney NSW 2001

by faxing a complete Proxy Form to +61 2 8583 3040;

by email to: [email protected]

by recording the proxy appointment and voting instructions via the internet at https://investor.automic.com.au/#/l oginsah. Only registered Shareholders may access this facility and will need their Holder Identification Number ( HIN ) or Securityholder Reference Number ( SRN ).
The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 11:00 am (AWST) on 12 October 2020. If facsimile transmission is used, the Power of Attorney must be certified.

Shareholders who are entitled to vote

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's

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

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

1. Financial Statements and Reports

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2020, together with the Directors' declaration and report in relation to that financial year and the Auditor's Report on the financial report. 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 given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also give 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 independent audit report;
(c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d) the independence of the Auditor in relation to the conduct of the audit.

The Chair 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 2020 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2020 Annual Report and is also available on the Company’s website (https://www.orthocell.com.au/).

The vote on this Resolution 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 reelection at the Spill Meeting if they wish to continue as Directors.

The remuneration report for the financial year ended 30 June 2019 did not receive a vote of more than 25% against its adoption at the Company’s last general meeting held on 20 November 2019. Accordingly, if at least 25% of the votes cast on this Resolution 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 this Resolution in the terms set out in the Notice.

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

3. Resolution 2 – Re-election of Professor Lars Lidgren as a Director

Pursuant to clause 6.1(f) of the Company's Constitution, Professor Lars Lidgren, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Professor Lidgren has authored and co-authored over 250 original publications and has more than 150 patents/applications. He was spokesman for Biomaterials in the Nordic Orthopaedic Society, Chairman for the Swedish National Knee Register, Director of the National Board of Health and Welfare, Musculoskeletal Competence Centre and member of several editorial boards. Professor Lidgren initiated and has led the UN ratified Bone and Joint Decade and founded Scandimed, a global leading company in bone cements and delivery. Professor Lidgren is the inventor, founder and board member of Bone Support, an emerging leader in bone therapeutics.

Professor Lidgren was appointed to the Board on 7 April 2014 and subsequently re-elected on 15 November 2017. The Board considers that Professor Lidgren, if re-elected, will continue to be classified as an independent director.

Based on Professor Lidgren’s relevant experience and qualifications the members of the Board, in the absence of Professor Lidgren, support the re-election of Professor Lidgren as a director of the Company.

4. Resolution 3 – Election of Mr Matthew Callahan as a Director

Resolution 3 seeks approval for the election of Mr Matthew Callahan as a Director with effect from the end of the Meeting.

Clause 6.1(e) of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy, or as an addition to the existing

Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following Annual General Meeting and is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Callahan having been appointed by the Board on 11 February 2020, retires from office in accordance with the requirements of clause 6.1(e) of the Constitution and submits himself for election in accordance with clause 6.1(e) of the Constitution.

Mr Callahan is a founding director of Orthocell and was a director of the Company until he took a leave of absence as announced on 23 August 2019. He is also the founding CEO of iCeutica, and a co-inventor of technologies that comprise the SoluMatrix Fine Particle Technology™ for improving the bioavailability of pharmaceuticals. He has more than 20 years legal, licensing and investment management experience and is a director of Botanix Pharmaceuticals Ltd (ASX:BOT) and Emerald Clinics Limited (ASX:EMD).

Mr Callahan has worked as investment director for two venture capital firms investing in life sciences and other sectors. He was General Manager and General Counsel with an ASX listed patent licensing company where he was responsible for licensing programs that have generated over $120 million in revenue.

The Board considers that Mr Callahan, if elected, will be classified as an independent director.

Based on Mr Callahan’s relevant experience and qualifications the members of the Board, in the absence of Mr Callahan, support the election of Mr Callahan as a director of the Company.

5. Resolution 4 – Election of Ms Leslie Wise as a Director

Resolution 4 seeks approval for the election of Ms Leslie Wise as a Director with effect from the end of the Meeting.

Clause 6.1(e) of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy, or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following Annual General Meeting and is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Ms Wise having been appointed by the Board on 10 June 2020, retires from office in accordance with the requirements of clause 6.1(e) of the Constitution and submits herself for election in accordance with clause 6.1(e) of the Constitution.

Ms Wise has extensive experience working for both medical device and pharmaceutical companies, including Bristol Myers-Squib, Sanofi, Biomet Orthopedics and AngioDynamics. This has helped her to hone a valuable skillset in reimbursement, value evidence generation, clinical research strategy and frontline regulatory and payer experience. She has demonstrated experience in strategically integrating outcomes research, health policy analysis, payer insight, patient preference, along with stakeholder engagement – and has been instrumental in creating new standards for reimbursement in the medtech space.

Ms Wise regularly engages with leading experts in health technology assessment, health economics and is at the forefront of developing policies that support greater access for medical technologies. In recognition of her expertise, Ms Wise was re-appointed to the Medicare Evidence Development Coverage and Advisory Committee (MEDCAC) for 20182020. She also partnered with Advamed to facilitate the MedTech Value Summit inaugural event in Minneapolis in 2019.

The Board considers that Ms Wise, if elected, will continue to be classified as an independent director.

The Company confirms it has conducted appropriate checks into Ms Wise’s background and experience and those checks have not revealed any information of concern.

Based on Ms Wise’s relevant experience and qualifications the members of the Board, in the absence of Ms Wise, support the election of Ms Wise as a director of the Company.

6. Resolution 5 – Ratification of issue of Shares to professional and sophisticated investors under Listing Rule 7.1

On 11 December 2019, the Company issued 10,528,891 Shares at an issue price of $0.50 per Share, as part of a placement to raise $13 million ( Placement ). Funds raised are being used primarily to accelerate regulatory approvals and commercialisation of CelGro® for bone, tendon and nerve regeneration following recent successful clinical results and growing demand from industry leading clinicians and potential partners for superior regenerative medicine medical devices. In addition, funds raised are being utilised to advance the development and commercialization of Ortho-ATI®, support continued business development and marketing initiatives and for general working capital purposes.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

The Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date the Company issued Shares pursuant to the Placement.

Listing Rule 7.4 allows the shareholders of a company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1 and therefore seeks Shareholder approval to ratify the issue of Shares pursuant to the Placement under and for the purposes of Listing Rule 7.4.

If this Resolution is passed, the Shares pursuant to the Placement will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued Shares pursuant to the Placement. In addition, the Shares pursuant to the Placement will not be included in calculating the Company’s 10% capacity in Listing Rule 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval under that rule.

If this Resolution is not passed, the Shares pursuant to the Placement will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval over the 12 month period following the date the Company issued Shares pursuant to the Placement. In addition, the Shares pursuant to the Placement will be included in calculating the Company’s additional 10% capacity in Listing Rule 7.1A, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval under that rule.

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

(a) the Shares were issued to professional and sophisticated investors who are unrelated parties of the Company. Bell Potter acted as sole lead manager to the Placement and identified placees in conjunction with the Company;
(b) 26,000,000 Shares were issued (with 10,528,891 of those Shares issued under Listing Rule 7.1. The outstanding 15,471,109 Shares issued pursuant to the Placement are the subject of Resolution 6 below);
(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 on 11 December 2019;
(e) the Shares were issued at an issue price of $0.50 each;
(f) the Shares were issued to raise funds to accelerate regulatory approvals and commercialisation of CelGro® for bone, tendon and nerve regeneration following recent successful clinical results and growing demand from industry leading clinicians and potential partners for superior regenerative medicine medical devices. In addition, Shares were issued to advance the development and commercialization of OrthoATI®, support continued business development and marketing initiatives and for general working capital purposes; and
(g) a voting exclusion applies in respect of this Resolution as set out in the Notice of Meeting.

7. Resolution 6 – Ratification of issue of Shares to professional and sophisticated investors under Listing Rule 7.1A

On 11 December 2019, the Company issued 15,471,109 Shares at an issue price of $0.50 per Share as part of the Placement to raise $13 million.

As set out above at Resolution 5, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. Shareholders approved this additional capacity at the Company’s last annual general meeting.

The Placement does not fit within any of these exceptions and, as it has not yet been approved by the Company’s Shareholders, it effectively uses up part of the 10% limit in Listing Rule 7.1A, reducing the Company’s capacity to issue further Equity Securities without Shareholder approval under Listing Rule 7.1A for the period ending on the earliest of:

the date that is 12 months after the last annual general meeting at which the Listing Rule 7.1A Mandate was approved;
the time and date of the next annual general meeting; and
the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (for a significant change to the nature or scale of the Company’s activities) or Listing Rule 11.2 (disposal of the Company’s main undertaking),

( Listing Rule 7.1A Mandate Expiry Date )

Listing Rule 7.4 allows the shareholders of a company to approve an issue of Equity Securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1A and so does not reduce the company’s capacity to issue further Equity Securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional Equity Securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1A and therefore seeks Shareholder approval to ratify the issue of Shares pursuant to the Placement under and for the purposes of Listing Rule 7.4.

If this Resolution is passed, the Shares pursuant to the Placement will be excluded in calculating the Company’s 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of Equity Securities the Company can issue without Shareholder approval:

under Listing Rule 7.1 for the 12 month period following the date the Company issued Shares pursuant to the Placement; and
under Listing Rule 7.1A for the period ending on the Listing 7.1A Mandate Expiry Date.

If this Resolution is not passed, the Shares pursuant to the Placement will be included in calculating the Company’s 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of Equity Securities the Company can issue without Shareholder approval under Listing Rules 7.1 and 7.1A for the periods noted immediately above.

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

(a) the Shares were issued to professional and sophisticated investors who are each unrelated parties of the Company. Bell Potter acted as sole lead manager to the Placement and identified placees in conjunction with the Company;
(b) 26,000,000 Shares were issued (with 15,471,109 of those Shares issued under Listing Rule 7.1A. The outstanding 10,528,891 Shares issued pursuant to the Placement are the subject of Resolution 5 above);
(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 on 11 December 2019;
(e) the Shares were issued at an issue price of $0.50 each;
(f) the Shares were issued for the purpose set out at (h) on page 18 of this Notice of Meeting; and
(g) a voting exclusion applies in respect of this Resolution as set out in the Notice of Meeting.

8. Resolution 7 – Approval of Additional 10% Placement Capacity

Background

As described above in resolutions 5 and 6, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25% ( Listing Rule 7.1A Mandate ).

An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and which has a market capitalisation of $300 million or less. The Company is an eligible entity for these purposes.

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

The number of Equity Securities which may be issued pursuant to the Listing Rule 7.1A Mandate

Based on the number of Shares on issue at the date of this Notice, the Company will have 184,786,957 Shares on issue and therefore, subject to Shareholder approval being obtained under this Resolution and Resolution 6 above, 18,478,695 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 Listing Rule 7.1A Mandate is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue of the Equity Securities. That formula is:

(A x D) – E

A is the number of Shares on issue 12 months immediately preceding the date of issue or agreement ( Relevant Period ):
plus the number of fully paid Shares issued in the Relevant Period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17;
plus the number of fully paid Shares issued in the Relevant Period on the conversion of convertible securities within Listing Rule 7.2 exception 9 where:
- the convertible securities were issued or agreed to be issued before the commencement of the Relevant Period; or
- the issue of, or agreement to issue, the convertible securities was approved or taken under the Listing Rules to have been approved, under Listing Rules 7.1 or 7.4;
plus the number of Shares issued in the Relevant Period under an agreement to issue securities within Listing Rule 7.2 exception 16 where:
- the agreement was entered into before the commencement of the Relevant Period; or
- the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rules 7.1 or 7.4;

plus the number of fully paid Shares issued in the Relevant Period with approval of holders of Shares under Listing Rules 7.1 and 7.4;
plus the number of party paid Shares that become fully paid in the Relevant Period;
less the number of fully paid Shares cancelled in the Relevant Period.

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 Relevant Period where the issue or agreement to issue has not been subsequently approved by Shareholders under Listing Rule 7.4.

Specific information required by Listing Rule 7.3A

If the Resolution is passed, the Listing Rule 7.1A Mandate will be valid during the period from the date of the Annual General Meeting and will expire on the earlier of:

(i) the date that is 12 months after the date of the Annual General Meeting;
(ii) the time and date of the Company’s next Annual General Meeting; and
(iii) the time and date on which the Company receives approval by Shareholders for 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) ( Approval Period ).

The Equity Securities to be issued will be in an existing class of quoted securities and will be issued for cash consideration at an issue price per Equity Security of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days on which trades in the class were recorded immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the Equity Securities; or
(ii) if the Equity Securities are not issued within ten Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

The Company may seek to issue the Equity Securities for the following purposes:

(i) if Equity Securities are issued for cash consideration, the Company intends to use the funds for: advancing all research and development projects undertaken by the Company at that time, general working capital requirements and the costs of the issue; and
(ii) if Equity Securities are issued for non-cash consideration, the Company intends to use the funds for assets, investments or in consideration of services provided to the Company. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market;

If this Resolution is approved by Shareholders and the Company issues Equity Securities under the Listing Rule 7.1A Mandate, the existing Shareholders' economic and voting interests in the Company will be diluted. 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 the Listing Rule 7.1A Mandate was approved; 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.

The table below demonstrates the potential dilution of existing Shareholders in three differing scenarios.

Variable ‘A’ (refer above for calculation)			Dilution
		$0.205 Issue Price at half the current market price	$0.405 Issue Price at current market price	$0.81 Issue Price at double the current market price
Current Variable ‘A’ 18,478,695 Shares	Shares issued	18,478,695	18,478,695	18,478,695
	Funds raised	$3,741,936	$7,483,872	$14,967,744
	Dilution	10%	10%	10%
50% increase in current Variable ‘A’ 27,718,042 Shares	Shares issued	27,718,044	27,718,044	27,718,044
	Funds raised	$5,612,904	$11,225,808	$22,451,615
	Dilution	10%	10%	10%
100% increase in current variable ‘A’ 36,957,390 Shares	Shares issued	36,957,390	36,957,390	36,957,390
	Funds raised	$7,483,872	$14,967,744	$29,935,487
	Dilution	10%	10%	10%

Note : This table assumes:

1 Resolution 6 is passed by Shareholders.
2
No Options are exercised before the date of the issue of the Equity Securities.
3 The issue of Equity Securities under the Listing Rule 7.1A Mandate consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing Shareholders.
4 The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Listing Rule 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

5 The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2, with approval under Listing Rule 7.1 or ratified under Listing Rule 7.4.
6 This table does not set out any dilution pursuant to ratification under Listing Rule 7.4.

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.

The identity of the persons to whom Shares will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities and the Company’s allocation policy, which involves consideration of matters including, but not limited to:

(i) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlement offer, or a placement and an entitlements offer;
(ii) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities;
(iii) the financial situation and solvency of the Company; and
(iv) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The persons to whom Shares will be issued under the Listing Rule 7.1A Mandate have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company.

(v) The Company has previously issued Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Meeting. A total of 15,471,109 Equity Securities were issued, which represents 10% of the total number of Equity Securities on issue at the commencement of that 12 month period.
(vi) The details of the issue of Equity Securities under Listing Rule 7.1A2 in the 12 months preceding the date of the Meeting are set out in Annexure A.

9. Resolutions 8, 9, 10, 11, 12 and 13 – Grant of Plan Options to Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms Nicole Telford, or their nominees

The Company proposes to grant a total of 10,100,000 Options ( Plan Options ) (each with an exercise price and an expiry date as set out in item 2 of Annexure B to this Notice) to Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms Nicole Telford ( Participating Parties ) , or their nominees.

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 Participating Parties is a related party of the Company.

Resolutions 8, 9, 10, 11, 12 and 13 relate to the proposed grant of Plan Options to the Participating Parties, or their nominees, which is a financial benefit that requires Shareholder approval for the purposes of section 208 of the Corporations Act.

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 proposed Resolution 8, 9, 10, 11, 12 and 13 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 Plan Options for no cash consideration to the Participating Parties, or their nominees.

The table below also sets out the amounts that will need to be paid to the Company by the Participating Parties, or their nominees if the Plan Options are exercised.

Participating Parties	Number of Plan Options	Amount to be paid ($)
Mr Anderson (or his nominee)	4,000,000	Nil
Dr Washer (or his nominee)	2,000,000	Nil
Mr Callahan (or his nominee)	2,000,000	Nil
Professor Lidgren (or his nominee)	500,000	Nil
Mr Xiao Zhou (or his nominee)	400,000	Nil
Ms Telford (or her nominee)	1,200,000	Nil
Total	10,100,000	Nil

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 Annexure B to this Explanatory Memorandum.

The grant of Plan Options to Mr Anderson or his nominee encourages Mr Anderson, as Managing Director, 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. Under the Company’s current circumstances, the Directors consider (in the absence of Mr Anderson) that the incentives intended for Mr Anderson represented by the grant of

these Plan Options are a cost effective and efficient means for the Company to provide a reward and an incentive, as opposed to alternative forms of incentive, such as the payment of additional cash compensation.

Additionally, under the Company’s current circumstances, the Directors consider (in the absence of Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou as it relates to their interest in the outcome of Resolutions 9, 10, 11 and 12, respectively) that the grant of Plan Options represents a cost effective way for the Company to remunerate Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou as well as Ms Telford, as opposed to cash remuneration.

Shareholders should note that for the reasons noted above, it is proposed to grant Plan Options to Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou as well as Ms Telford, or their nominees, notwithstanding the guidelines contained in Box 8.2 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) (Principles) which states that non-executive directors generally should not receive options with performance hurdles attached or performance rights as part of their remuneration as this may lead to bias in their decision-making and compromise their objectivity. The Board considers (in the absence of Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou as it relates to their interest in outcome of Resolutions 9, 10, 11 and 12, respectively) the grant of Plan Options to Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou as well as Ms Telford, or their nominees, is reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, while maintaining the Company’s cash reserves.

The number of Plan Options to be granted to the Participating Parties, or their nominees has been determined based upon a consideration of:

(a) the remuneration of the Participating Parties;
(b) the extensive experience and reputation of the Participating Parties within the pharmaceutical and biotechnology industries;
(c) the current price of Shares;
(d) the Directors’ wish to ensure that the remuneration offered is competitive with market standards or/and practice. The Directors have considered the proposed number of Plan Options to be granted will ensure that the Participating Parties’ overall remuneration is in line with market practice;
(e) attracting and retaining suitably qualified executive non-executive directors and executive management; and
(f) incentives to attract and ensure continuity of service of Directors who have appropriate knowledge and expertise, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Plan Options upon the terms proposed.

Participating Parties Current Holdings

Set out below are details of each of the Participating Parties’ relevant interest in Shares, Options and Warrants of the Company as at the date of this Notice:

Director	Number of Shares	Number of Options	Number of Warrants
Mr Anderson (or his nominee)1	7,032,555	2,150,000	13,692
Dr Washer (or his nominee)	967,835	1,850,000	95,842
Mr Callahan (or his nominee)	652,263	1,850,000	-
Professor Lidgren (or his nominee)	1,133,435	8,000,000	54,767
Mr Xiao Zhou (or his nominee)	6,103,492	300,000	54,767
Ms Telford (or her nominee)(1)	7,032,555	2,150,000	13,692

1 Mr Anderson and Ms Telford have an interest in the same Shares, Options and Warrants.

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

If passed, Resolutions 8, 9, 10, 11, 12 and 13 will give the Directors power to grant a total of 10,100,000 Plan Options on the terms and conditions as set out in Annexure B to this Explanatory Memorandum and as otherwise mentioned above.

The Company currently has 184,786,957 listed Shares and the following Options and Warrants on issue:

Warrants on issue:
Security	Number	Exercise Price	Expiry Date
Options	1,600,000	$0.34	8 May 2021
Options	11,000,000	$0.395	8 May 2021
Options	7,796,115	$0.25	31 December 2021
Options	1,000,000	$0.413	13 June 2022

Security	Number	Exercise Price	Expiry Date
Options	2,000,000	$0.545	28 June 2022
Options	1,660,000	$0.413	14 August 2021
Options	1,650,000	$0.617	20 November 2022
Options	150,000	$0.537	20 November 2022
Options	2,000,000	$0.41	11 June 2025
Warrants	11,574,570	$0.58	19 November 2020

If all Plan Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, the effect would be to dilute the shareholding of existing Shareholders by 4.3%. The market price of the Company’s Shares during the period of the Plan Options will normally determine whether or not the Participating Parties exercise, or their nominees the Plan Options. 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.

Participating Parties’ total remuneration package

The Participating Parties, 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 8, 9, 10, 11, 12 and 13, are as follows:

Director	Salary or Fees p.a. including Superannuation ($)(1)	Value of Plan Options ($)(2)	Total Financial Benefit ($)
Mr Anderson	410,000	844,000	1,254,000
Dr Washer	150,000	422,000	572,000
Mr Callahan	45,000	422,000	467,000
Professor Lidgren	45,000	105,500	150,500
Mr Xiao Zhou	45,000	84,400	129,400
Ms Nicole Telford	252,000	253,200	505,200

1 Mr Anderson and Ms Telford may be paid a bonus of up to 25% of base salary subject to achievement of KPIs.
2 The indicative option valuation of $0.211 is a theoretical valuation of each Plan Option using the Black - Scholes methodology.

Valuation of Plan Options

The Company's advisers have valued the Plan Options to be granted to the Participating Parties using the Black – Scholes Model. The value of an 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:

Variable	Input
Share price	$0.42
Exercise price	$0.60
Risk Free Interest Rate	0.44%
Volatility	80%
Time (years to expiry)	4 Years

The Company’s advisers have calculated the value of each Plan Option based on the following assumptions:

(a) they have based the underlying value of each Share in the Company on the ASX closing price of $0.42 on 7 September 2020;
(b)
risk free rate of return – 0.44%; and
(c)
they used a volatility of the Share price of 80%.

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.

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 8 September 2020.

2020.
Highest Price ($) / Date	Lowest Price ($) / Date	Latest Price ($) / Date
$0.68 / 1 November 2019	$0.18 / 23 March 2020	$0.405 / 8 September 2020

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 8, 9, 10, 11, 12 and 13.

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 8, 9, 10, 11, 12 and 13.

Directors’ recommendation

Mr Anderson has an interest in the outcome of each of Resolutions 8 and 13 and therefore believes it inappropriate to make a recommendation in relation to each of Resolutions 8 and 13.

Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou have an interest in the outcome of Resolution 9, 10, 11 and 12, respectively and therefore believe it inappropriate to make a recommendation in relation to Resolution 9, 10, 11 and 12, respectively.

Other than as outlined above, the Directors recommend that shareholders approve the grant of the Plan Options to each of Mr Anderson, Dr Washer, Mr Callahan, Professor Lidgren, Mr Xiao Zhou and Ms Telford.

The Board is not aware of any other information that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass each of Resolutions 8, 9, 10, 11, 12 and 13.

Information Requirements – Listing Rules 10.14 and 10.15

Listing Rule 10.14 provides that the Company must not permit any of the following persons to acquire equity securities under an employee incentive scheme:

(a) a director of the Company (Listing Rule 10.14.1);
(b) an Associate of a director of the Company (Listing Rule 10.14.12); or
(c) a person whose relationship with the Company or a person referred to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by its Shareholders (Listing Rule 10.14.3),

unless it obtains the approval of its Shareholders.

The proposed grant of Plan Options to the Participating Parties, or their nominees falls within:

(d) Listing Rule 10.14.1 as each of the Directors is a related party of the Company by virtue of being a Director; and
(e) Listing Rule 10.14.2 as 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 Director, Mr Anderson.

If each of Resolutions 8, 9, 10, 11, 12 and 13 are passed, the Company will be able to proceed with the issue and grant Plan Options to the Participating Parties, or their nominees as noted above.

If each of Resolutions 8, 9, 10, 11, 12 and 13 are not passed, the Company will not be able to proceed with the issue and will not grant Plan Options to the Participating Parties, or their nominees.

The following further information is provided to Shareholders for the purposes of Listing Rule 10.15:

(f) the Plan Options will be granted to the Participating Parties, or their nominees, as noted above;
(g) Mr Anderson, Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou are each Directors of the Company and are related parties of the Company under Listing Rule 10.4.1 by virtue of being a Director. Ms Telford is the Chief Financial Officer of the Company and is a related party of the Company under Listing Rule 10.4.2 by virtue of being the wife of Director, Mr Anderson.
(h) 10,100,000 Plan Options will be granted to the Participating Parties, or their nominees as follows:

nominees as follows:
Participating Party	Plan Options
Mr Anderson (or his nominee)	4,000,000
Dr Washer (or his nominee)	2,000,000
Mr Callahan (or his nominee)	2,000,000
Professor Lidgren (or his nominee)	500,000
Mr Xiao Zhou (or his nominee)	400,000
Ms Telford (or her nominee)	1,200,000

(i) Mr Anderson, Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou, are all Directors of the Company and the issue the subject of Resolution 8, 9, 10, 11 and 12 is intended to remunerate or incentivise each of Mr Anderson, Dr Washer, Mr Callahan, Professor Lidgren and Mr Xiao Zhou. Ms Telford is Chief Financial Officer of the Company and is the wife of Director, Mr Anderson and the issue the subject of Resolution 13 is intended to remunerate or incentivise Ms Telford. The current total remuneration package of each of the Participating Parties is as set out on page 27 of this Notice.
(j) the number of securities previously issued to each of the Participating Parties under the Plan and the average acquisition price (if any) paid by the relevant Participating Party for each security is set out in Annexure D to this Explanatory Memorandum;
(k) the material terms and conditions of the Plan Options are set out in Annexure B to this Explanatory Memorandum;
(l) the Plan Options have been selected to motivate the Participating Parties to exceed expectations and grow the Company. In addition, the Plan Options encourage Company loyalty and attract potential new employees;
(m) as noted above, the Company’s advisors have valued the Plan Options using the Black - Scholes method. Based on the assumptions set out on pages 27 and 28, it is considered that the estimated average value of the Plan Options to be granted to the Participating Parties is $0.211 per Plan Option;
(n) the Plan Options will be granted on a date which will be no later than 1 month after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;

(o) the Plan Options will be granted for no cash consideration;
(p) a summary of the material terms of the Plan is set out in Annexure C to this Explanatory Memorandum;
(q) there is no loan that will be made to any of the Participating Parties in relation to the exercise of the Plan Options;
(r) details of any securities issued under the Plan will be published in the annual report of the entity relating to a period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14; and
(s) any additional persons covered by Listing Rule 10.14 who become entitled to participate in the scheme after the resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

A voting exclusion statement applies to each of Resolutions 8, 9, 10, 11, 12 and 13 as set out in the Notice of Meeting.

If approval is given for the grant of the Shares under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

Voting

Note that a voting exclusion applies to each of Resolutions 8, 9, 10, 11, 12 and 13 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 Resolutions 8, 9, 10, 11, 12 and 13.

10. Resolution 14 – Orthocell Limited Employee Equity Incentive Plan

Directors consider that it is desirable to have an employee incentive scheme pursuant to which employees and Directors may be offered the opportunity to be granted securities in order to increase the range of potential incentives available to them and to strengthen links between the Company and its employees and Directors. Shareholders previously approved the Orthocell Limited Employee Equity Incentive Plan ( Plan ) at the Company’s annual general meeting on 15 November 2017. Pursuant to this Plan, eligible Employees may be offered the opportunity to be granted Awards (being, Shares, options or performance rights). A summary of the Plan is set out at Annexure C of this Notice.

The Plan is designed to provide incentives to the employees and Directors of the Company and to recognise their contribution to the Company’s success. Under the Company’s current circumstances, the Directors consider that the issue of Awards to employees and Directors is a cost effective and efficient means for the Company to provide an incentive to employees and Directors, as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.

Shareholder approval is required if any issue of Awards pursuant to the Plan is to fall within the exception to the calculation of the 25% limit imposed by Listing Rules 7.1 and 7.1A on the number of securities which may be issued without Shareholder approval. Accordingly, Shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 13(b) which provides that Listing Rules 7.1 and 7.1A does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue.

Prior Shareholder approval will be required before any Director or related party of the Company can participate in the Plan.

The maximum number of Awards proposed to be issued under the Plan following the approval is fifteen per cent (15%) percent of the total number of issued Shares in the capital of the Company at the date of issue of any Award.

If the Resolution is passed, the Company will be able to issue Awards under the Plan up the maximum number set out in this Notice. In addition, those issues of Awards will be excluded from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1 and Listing Rule 7.1A.

If the Resolution is not passed, the Company will be able to proceed to issue Awards under the Plan, however the issue of those Awards will not fall within the exception to the calculation of the 25% limit imposed by Listing Rules 7.1 and 7.1A and therefore effectively decreasing the number of Equity Securities which may be issued without Shareholder approval.

In accordance with the requirements of Listing Rule 7.2 Exception 13(b), the following information is provided to Shareholders:

(a) a summary of the terms of the Plan is set out at Annexure C of this Notice and a full copy of the proposed Plan can be found on the Company’s website at www.orthocell.com.au;
(b) The Plan was previously approved by Shareholders on 15 November 2017 with amendments to the Plan subsequently approved by Shareholders on 7 May 2018. A total of 17,310,000 Awards have been issued pursuant to the Plan since it was last approved by Shareholders:
(c) the maximum number of Awards proposed to be issued under the Plan following approval of this Resolution is fifteen per cent (15%) percent of the total number of issued Shares in the capital of the Company at the date of issue of any Award; and
(d) a voting exclusion statement has been included in the Notice for the purposes of this Resolution.

Voting

Note that a voting exclusion applies to Resolution 14 in the terms set out in the Notice.

GLOSSARY

$ means Australian dollars.

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

Annual Report means the annual report of the Company for the year ended 30 June 2020.

Associate has the meaning given to that term in the Listing Rules.

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

Auditor means the Company’s auditor from time to time (if any).

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2020.

Award has the meaning set out on page 31.

AWST means western standard time as recognised in Perth, Western Australia.

Board means the Directors.

Chair or Chairman means the individual elected to chair any meeting of the Company from time to time.

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

Company means Orthocell Limited ABN 57 118 897 135.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

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

Listing Rule 7.1A Mandate has the meaning set out on pages 19 and 20.

Listing Rule 7.1A Mandate Expiry Date has the meaning set out on pages 18 and 19.

Listing Rules means the ASX Listing Rules.

Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

Notice of Meeting means this Notice of Annual General Meeting.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Participating Party has the meaning set out on page 23.

Placement has the meaning set out on page 17.

Plan has the meaning set out on page 31.

Plan Option means an option to acquire a Share the terms of which are set out in Annexure B.

Proxy Form means the proxy form accompanying the Notice.

Relevant Period has the meaning set out on page 20.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2020.

Resolution means a resolution contained in the Notice.

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

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 15.

Spill Resolution has the meaning set out on page 15.

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

Warrants means warrants in the capital of the Company.

Annexure A - Equity Securities issued or agreed to be issued by the Company under Listing Rule 7.1A2 during the 12 months preceding the Annual General Meeting

Date of issue/agree ment to issue	Type of Equity Securities	Number issued/agreed to be issued	Summary of Terms of Equity Securities	Recipient of Equity Securities (or basis on which they were identified or selected)	Issue Price and discount to closing market price on date of issue	Total cash consideration received, the amount of that cash that has been spent, what it was spent on, and what is the intended use for the remaining amount of that cash (if any)
11 December 2019	Shares	15,471,109	Fully paid ordinary shares which rank equally with existing ordinary Shares on issue.	Professional and sophisticated investors pursuant to the Placement.	Issue price: $0.50 Discount: Nil to the trading close of $0.475 on 11 December 2019.	Total cash consideration received: $7,735,555 Amount of cash spent NIL. Cash will be used to advance regulatory approvals and commercialisation of CelGro® for bone, tendon and nerve regeneration. In addition, will be used to advance the development and commercialization of Ortho-ATI®, support continued business development and marketing initiatives and for general working capital purposes.

Annexure B – Terms and conditions of Plan Options

Entitlement

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

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 43 % premium to the volume weighted 100% on grant Four years from the date of average of the prices at which Shares were of the Plan grant traded on the ASX during the one week Options period up to and including the date of grant of the Plan Options.

Other Terms and Conditions

The Plan Options will be subject to the terms and conditions of the Plan, a summary of which is set out in Annexure C.

Shares issued on exercise

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

Quotation of Shares on exercise

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

Timing of issue of Shares

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

(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.
Quotation of Plan Options

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

Plan Options not transferable

Plan Options are not transferable.

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.

Annexure C – Summary of Orthocell Limited Employee Equity Incentive Plan

1. Awards

Under the Plan, Participants (as defined below) will be granted incentive awards ( Awards ) which may comprise:

(a) shares, issued at a price (if any) determined by the Board in their sole and absolute discretion, subject to any vesting conditions ( Shares ); and/or
(b) options, issued at a price (if any) determined by the Board in their sole and absolute discretion, each to subscribe for one Share on payment of an exercise price (if any) determined by the Board in their sole and absolute discretion, and subject to any vesting conditions ( Options ); and/or
(c) performance rights, issued at a price (if any) determined by the Board in their sole and absolute discretion, each being a conditional right to subscribe for one Share on payment of an exercise price (if any) determined by the Board in their sole and absolute discretion, and subject to the satisfaction of any vesting conditions ( Performance Rights ).

2. Eligibility

At the discretion of the Board, a person who is:

(a) a full time or part time employee or non-executive director of the Company or an associated body corporate (being a body corporate that is a related body corporate of the Company, a body corporate that has voting power in the Company of not less than 20% or a body corporate in which the Company has voting power of not less than 20%) ( Group Company );
(b) an individual who is or might reasonably be expected to be engaged to work the number of hours that are the pro rata equivalent of 40% or more of a comparable full-time position with a Group Company; or
(c) an individual or company with whom a Group Company has entered into a contract for the provision of services under which the individual or a director or their spouse performs work for a Group Company where the individual who performs the work under or in relation the contract is, or might reasonably be expected to be, engaged to work the number of hours that are the pro-rata equivalent of 40% or more of a comparable full-time position with a Group Company,

is permitted to participate in the Plan.

People eligible to participate in the Plan are called “ Eligible Employees ”. The Board may permit an Award the subject of an offer to be issued to another party nominated by an Eligible Employee (for example, the Eligible Employee’s (a) immediate family member; (b) a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993) where the Eligible Employee is a director of the trustee; or (c) a company whose members are no-one other than the Eligible Employee or their immediate family members) ( Nominated Party ).

A “ Participant ” is an Eligible Employee or Nominated Party to whom an Award has been granted.

3. Payment for Awards

Awards can be issued at a price (if any) determined by the Board in their sole and absolute discretion.

4. Limits on number of Awards granted

Under the Plan rules, where an offer is made under the Plan in reliance on ASIC Class Order 14/1000 (or any amendment or replacement of it) the Board must, at the time of making the offer, have reasonable grounds to believe that the total number of Shares (or, in respect of Options or Performance Rights, the total number of Shares which would be issued if those Options or Performance Rights were exercised) will not exceed 5% of the total number of Shares on issue when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under the Plan or any other employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme.

This limit is in accordance with the current ASIC Class Order which provides disclosure, licensing, advertising and hawking relief for employee incentive schemes, and which the Company may seek to rely on in connection with making offers under the Plan.

5. Entitlements of Participants

(a) Notice of meeting

Unless otherwise resolved by the Board when it makes an offer, and subject to the terms of issue, a Participant is entitled to notice of a meeting of the Shareholders of the Company and may exercise (whether in person or by proxy) any voting rights attaching to any Shares registered in the Participant's name which were the subject of the offer.

(b) Dividends

The Board may determine, at the time of an offer of Shares, whether the Participant is entitled to receive any dividends declared or paid by the Company on unvested Shares (including whether any such dividends are to be held in escrow until the Shares are fully vested).

Participants who hold Options or Performance Rights are not entitled to receive any dividends declared by the Company. No adjustment will be made to the number of Performance Rights or Options granted to a Participant under the Plan if dividends or other distributions are paid on the Shares prior to their vesting or exercise.

(c) Changes in capital

Unless otherwise resolved by the Board when it makes an offer, a Participant who holds Shares has the same entitlement as any other Shareholder to participate in a bonus issue or rights offer, provided that if the Shares are unvested and/or have any restrictions on sale imposed on them, any Shares issued to a Participant under the bonus issue or rights offer will be subject to the Plan as if those shares were Shares issued under the offer made to the Participant.

Options or Performance Rights do not confer on the Participant the right to participate in new issues of Shares by the Company.

In the event of a capital reconstruction, subject to any provision in the Listing Rules, the Board may adjust any or all of the number of Shares, Options or Performance Rights issued pursuant to the offer to a Participant as the Board deems appropriate. If there is a reorganisation of capital, the rights of a Participant will be changed to the extent necessary to comply with the Listing Rules.

If the Company makes a pro rata issue (except a bonus issue) of Shares to Shareholders, the exercise price of Options and Performance Rights will be reduced in accordance with the Listing Rules.

If the Company makes a bonus issue of Shares to Shareholders the number of underlying Shares over which the Option or Performance Right is exercisable will be increased by the number of Shares that would have been received if the relevant Option or Performance Right had been exercised before the record date for the bonus issue. No adjustment will be made to the exercise price.

If a resolution for a voluntary winding up is proposed, the Board may give notice to Participants providing a period to exercise Options or Performance Rights, subject to the relevant vesting conditions.

6. Dealing, vesting and exercise

(a) Dealing

Participants must not dispose of, grant (or purport to grant) any security interest in or over, or otherwise deal with (or purport to dispose or deal with) an Award unless:

(i) it is in compliance with the terms of the Share offer and any Share vesting conditions;
(ii) in respect of Options and Performance Rights, the prior consent of the Board is obtained (which consent may impose such terms and conditions on such assignment, transfer, novation, encumbrance or disposal as the Board sees fit in its sole and absolute discretion) or such assignment or transfer occurs by force of law upon the death of a Participant to the Participant's legal personal representative.

While the Shares are subject to any restrictions, the Board may do such things it considers necessary and appropriate to enforce the restrictions, including but not limited to imposing a holding lock on the Shares during the relevant restriction period.

(b) Vesting

Awards only vest if the applicable vesting conditions are satisfied, waived by the Board or are deemed to have been satisfied under the Plan. The vesting conditions are determined prior to the granting of such Awards by the Company.

(c) Exercise

Vested Options and Performance Rights can only be exercised during the exercise period specified in the invitation to participate in the Plan.

The exercise price per Share in respect of an Option or Performance Right granted pursuant to the Plan will be determined by the Board. Upon exercise, one Share in the Company will be issued to the Participant for each exercised Option or converted Performance Right.

Options and Performance Rights will expire on the date that is two years after the date of issue, or such other period determined by the Board or the Plan.

7. Lapse of Awards

If a Participant resigns (other than in circumstances of redundancy, mental illness, total and permanent disability, terminal illness or death), is dismissed from office for cause or poor performance, or in another circumstance determined by the Board:

(a) unvested Shares will be forfeited;
(b) unvested Options and Performance Rights will lapse;
(c) vested Options and Performance Rights that have not been exercised will lapse on the date of cessation of employment or office,

unless the Board determines different treatment is warranted (subject to compliance with the Listing Rules and the Corporations Act).

If a Participant’s employment or engagement with a Group Company ceases in any other circumstances, unless the Board determines different treatment is warranted (subject to compliance with the Listing Rules and the Corporations Act):

(d) unvested Shares will be forfeited;
(e) unvested Options and Performance Rights will lapse; and
(f) vested Options and Performance Rights that have not been exercised will continue in force and remain exercisable, until the last exercise date determined by the Board or the Plan.

8. Forfeiture of Shares

Unvested Shares will be forfeited on the earlier of:

(a) the Board determining any applicable vesting condition has not been, or is not capable of being, satisfied, reached or met;
(b) the Shares being forfeited under the Plan provisions dealing with cessation of employment, change of control, breach, fraud or misconduct; or
(c) unless the Board determines otherwise, the Participant purporting to deal with the Shares in breach of the vesting conditions and the Plan or enter into an arrangement to affect their economic exposure to unvested Shares where restricted by applicable law.

The Company must:

(d) sell forfeited Shares in the ordinary course of trading on ASX;
(e) buy back and cancel the forfeited Shares; or
(f) deal with the forfeited Shares in any other manner determined by the Board from time to time.

No consideration or compensation is payable to a Participant for or in relation to the forfeiture of Shares under the Plan.

9. Breach, fraud or misconduct

If the Board determines that a Participant has:

(a) been dismissed or removed where a Group Company was entitled to do so without notice;
(b) been indicted for an offence under the Corporations Act;

(c) had civil judgement entered against them;
(d) committed fraud, defalcation or gross misconduct; or
(e) materially breaches their duties or obligations,

in connection with a Group Company, or has done an act which brings a Group Company into disrepute, the Board may determine that:

(f) unvested Shares will be forfeited;
(g) unvested Options and Performance Rights will lapse.

10. Change of control events

On the occurrence of a change of control event (as defined in the Plan, which includes an unconditional takeover offer, a court approved scheme of arrangement, a merger resulting in the current Shareholders being entitled to 50% or less of the shares of the merged entity, a Group Company agreeing to sell a majority of its business or assets or a determination of the Board that control of the Company has or is likely to change), the Board may in its sole and absolute discretion determine how unvested Awards will be treated, including but not limited to:

(a) determining that all or a portion of unvested Awards will vest; and/or
(b) reducing or waiving vesting conditions.

11. Tax Treatment

Where the Company grants Options that are fully vested but there are restrictions on the Eligible Employee’s ability to dispose of those Options, Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to such a grant, subject to the requirements of that Act.

12. Amendments to terms of exercise or the Plan

The Board may vary the terms of exercise of Options or Performance Rights and may reduce or waive vesting conditions. However, no variation to the terms of exercise of an Option or Performance Right will be made without the consent of the Participant if it would have a material prejudicial effect on them, unless introduced primarily to comply with the law, to correct manifest error or to enable regulatory compliance.

The Board may amend the terms of the Plan, provided that rights or entitlements granted before the amendment shall not be reduced or adversely affected without the prior written approval of the affected Participant.

13. Clawback

If the Board becomes aware of a material misstatement in the Company’s financial statements (or some other event occurs), which means that the Award vesting conditions in respect of vested Awards should not have been satisfied, then the Participant will cease to be entitled to those vested Awards and the Board may:

(a) cancel those vested Awards;
(b) require the Participant to pay the Company the after-tax value of those vested Awards (if vested Options or Performance Rights have been converted into Shares); or

(c) adjust the fixed remuneration, incentives or participation in the Equity Plan of the relevant Participant in the current or any future year to take account of the after-tax value of the vested Awards.

14. Cash-less Exercise Facility

(a) The Board may determine (in its discretion) and specify in the Invitation, that in order to exercise some or all of their Options, a Participant may elect to pay the Exercise Price by using the cashless exercise facility ( Cashless Exercise Facility ).
(b) The Cashless Exercise Facility entitles a Participant to set-off the Exercise Price against the number of Shares which the Participant is entitled to receive upon exercise of the Participant’s Options. By using the Cashless Exercise Facility, the Participant will receive Shares to the value of the surplus after the Exercise Price has been set-off.
(c) If a Participant elects to use the Cashless Exercise Facility, the Participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average prices at which Shares were traded on the ASX over the one week period immediately preceding the exercise date) calculated in accordance with the following formula:

S = O x (MSP – EP) MSP

Where:

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

O = Number of Options.

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

EP = Option exercise price.

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

Annexure D - Securities previously issued to each of the Participating Parties under the Plan

Participating Party	Number of securities previously issued under the Plan	Average acquisition price (if any) ($)
Mr Anderson	2,300,000 Options	Nil
Dr Washer	1,850,000 Options	Nil
Mr Callahan	1,850,000 Options	Nil
Professor Lidgren	800,000 Options	Nil
Mr Xiao Zhou	300,000 Options	Nil
Ms Telford	1,350,000 Options	Nil

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AI assistant

ORTHOCELL LIMITED — AGM Information 2020

65477_rns_2020-09-10_e47dcb22-f7b4-4e63-b68b-4831be6b3f20.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 to Shareholders

A Proxy Form is enclosed

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Ordinary business

1. Financial Reports

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

3. Resolution 2 – Re-election of Professor Lars Lidgren as a Director

4. Resolution 3 – Election of Mr Matthew Callahan as a Director

5. Resolution 4 – Election of Ms Leslie Wise as a Director

6. Resolution 5 – Ratification of issue of Shares to professional and sophisticated investors under Listing Rule 7.1

7. Resolution 6 – Ratification of issue of Shares to professional and sophisticated investors under Listing Rule 7.1A

8. Resolution 7 – Approval of Additional 10% Placement Capacity

9. Resolution 8 – Grant of Plan Options to Mr Paul Anderson or his nominee

10. Resolution 9 – Grant of Plan Options to Dr Stewart Washer or his nominee

11. Resolution 10 – Grant of Plan Options to Mr Matthew Callahan or his nominee

12. Resolution 11 – Grant of Plan Options to Professor Lars Lidgren or his nominee

13. Resolution 12 – Grant of Plan Options to Mr Qi Xiao Zhou or his nominee

14. Resolution 13 – Grant of Plan Options to Ms Nicole Telford or her nominee

15. Resolution 14 – Orthocell Limited Employee Equity Incentive Plan

OTHER BUSINESS

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

By order of the Board

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 Professor Lars Lidgren as a Director

4. Resolution 3 – Election of Mr Matthew Callahan as a Director

5. Resolution 4 – Election of Ms Leslie Wise as a Director

6. Resolution 5 – Ratification of issue of Shares to professional and sophisticated investors under Listing Rule 7.1

7. Resolution 6 – Ratification of issue of Shares to professional and sophisticated investors under Listing Rule 7.1A

( Listing Rule 7.1A Mandate Expiry Date )

8. Resolution 7 – Approval of Additional 10% Placement Capacity

Background

The number of Equity Securities which may be issued pursuant to the Listing Rule 7.1A Mandate

(A x D) – E

Specific information required by Listing Rule 7.3A

Note : This table assumes:

9. Resolutions 8, 9, 10, 11, 12 and 13 – Grant of Plan Options to Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren, Mr Qi Xiao Zhou and Ms Nicole Telford, or their nominees

Related Party Transactions Generally

Information Requirements – Chapter 2E of the Corporations Act

The related parties to whom proposed Resolution 8, 9, 10, 11, 12 and 13 would permit the financial benefit to be given and the nature of the financial benefit

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

Participating Parties Current Holdings

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

Participating Parties’ total remuneration package

Valuation of Plan Options

Company’s historical Share price

Other Information

Directors’ recommendation

Information Requirements – Listing Rules 10.14 and 10.15

Voting

10. Resolution 14 – Orthocell Limited Employee Equity Incentive Plan

Voting

GLOSSARY

Annexure A - Equity Securities issued or agreed to be issued by the Company under Listing Rule 7.1A2 during the 12 months preceding the Annual General Meeting

Annexure B – Terms and conditions of Plan Options

Annexure C – Summary of Orthocell Limited Employee Equity Incentive Plan

1. Awards

2. Eligibility

3. Payment for Awards

4. Limits on number of Awards granted

5. Entitlements of Participants

(a) Notice of meeting

(b) Dividends

(c) Changes in capital

6.

Dealing, vesting and exercise

(a) Dealing

ORTHOCELL LIMITED AGM Information 2020