ORTHOCELL LIMITED — Director's Dealing 2016

Sep 11, 2016

12 September 2016

The Manager ASX Compliance Pty Ltd 152-158 St Georges Terrace PERTH WA 6000

Attention: Wade Baggott

Dear Wade,

Revised Change in Directors Interest Notice – M Callahan

In undertaking a reconciliation of holdings it has been determined that two holdings of Ordinary Shares subscribed for by entities related to Mr Mathew Callahan at the time of the Company’s IPO were not included in his original initial Director’s Interest Notice lodged on 6 August 2014 and subsequent Change of Director’s Interest Notice lodged on 24 November 2014 due to an administrative oversight. These small holdings are managed by a third party investment manager with full discretion and Mr Callahan was not alerted to their existence.

A revised Change of Director’s Interest Notice is attached to this letter to record these holdings as being held both prior to and after the change in holdings for which the latest notice related.

The Company confirms that all Directors of the Company are aware of their obligations in relation to Listing Rule 3.19.A. and that the Company has in place arrangements for Directors to notify the Company Secretary of dealing in the Company’s securities.

The current arrangements are believed to be adequate and the Company believes that each of the Directors understands their obligations to comply with the notification requirements after any dealings in the Company's securities.

The Company is strongly committed to ensuring its compliance with the disclosure obligations in accordance with its share trading policy and the ASX Listing Rules.

Yours Sincerely

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Simon Robertson Company Secretary

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Orthocell Limited ABN 57 118 897 135

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Matthew Callahan
Date of last notice	12/08/14

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Callahan is a founder and director of Stone Ridge Ventures Pty Ltd which is the manager of the SRV Tech Trust, a venture capital fund. Mr Callahan is considered to have a relevant interest in these shares due to his position as a director or shareholder of the respective trustee companies and holds a beneficial interest in the SRV Trust. The SRV Trust is the carry trust for the SRV Tech Trust Mr Callahan is a director of the Trustee and a beneficiary of theShenasabytrust Mr Callahan is a director of the Trustee and a member of theShenasabySuper Fund
Date of change	24/11/2014

• See chapter 19 for defined terms.

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change SRV Custodians Pty Ltd SRV Nominees Pty Ltd Shenasaby Investments Pty Ltd < Shenasaby Super Fund A/C> Shenasaby Investments Pty Ltd as trustee for the Shenasaby Trust	9,530,382 Ordinary Shares 649,177 Ordinary Shares 25,000 Ordinary Shares 1,250,000 Unlisted options exercisable at $0.50 expiring 3 August 2017
Class	Unlisted Options
Number acquired	400,000
Number disposed	-
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change Mathew Callahan SRV Custodians Pty Ltd SRV Nominees Pty Ltd Shenasaby Investments Pty Ltd < Shenasaby Super Fund A/C> Shenasaby Investments Pty Ltd as trustee for the Shenasaby Trust	400,000 Unlisted Options exercisable at $0.62 on or before 24 November 2017 9,530,382 Ordinary Shares 649,177 Ordinary Shares 25,000 Ordinary Shares 1,250,000 Unlisted options exercisable at $0.50 expiring 3 August 2017
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Grant of options under the Orthocell Limited Employee Option Acquisition Plan as approved at the Annual General Meeting

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 Closed Period

3 Closed Period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 3