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ORTHOCELL LIMITED Major Shareholding Notification 2019

May 15, 2019

65477_rns_2019-05-15_de299b54-e325-463e-bfa9-e71086418f78.pdf

Major Shareholding Notification

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603 Page 1 of 3

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Orthocell Ltd

ACN/ARSN 57 118 897 135

1. Details of substantial holder (1)

Name AustralianSuper Pty Ltd

ACN/ARSN (if applicable) 006 457 987

The holder became a substantial holder on

14 / 05 / 2019 (this is the date on which AustralianSuper Pty Ltd became aware of a deemed relevant interest in shares in Orthocell Ltd through the SRV Tech Trust (as defined in item 3 below), as explained in items 3 and 4 below)

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person's votes (5) Voting power (6)
ORDINARY 7,570,000 7,570,000 6.20%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of
securities
AustralianSuper Pty Ltd AustralianSuper Pty Ltd has a relevant interest in
7,570,000 ordinary shares in Orthocell Ltd under
section 608(3)(a) of the Corporations Act 2001
(Cth), as a result of its voting power of 100% in the
SRV Tech Trust, the trustee of which, SRV
Custodians Pty Ltd, controls the voting and/or
disposal of 7,570,000 ordinary shares in Orthocell
Ltd.
ORD 7,570,000

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered asholder(8)
Class and number of
securities
AustralianSuper Pty Ltd SRV Custodians Pty Ltd SRV Custodians Pty Ltd ORD 7,570,000

603 Page 2 of 3

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant
interest
Date of acquisition Consideration (9) Consideration (9) Class and number of securities
See Attached Schedule Cash Non-cash

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
AustralianSuper Pty Ltd Level 33, 50 Lonsdale Street Melbourne VIC 3000

Signature

print name
sign here
Michelle Fredericks
capacity
Senior Analyst
date
16/05/2019

603 Page 3 of 3

This Form 603 includes a relevant interest in 7,570,000 ordinary shares in Orthocell Ltd which AustralianSuper Pty Ltd (AustralianSuper) has under section 608(3)(a) of the Corporations Act 2001 (Cth), as a result of its voting power of 100% in the SRV Tech Trust, the trustee of which, SRV Custodians Pty Ltd, controls the voting and/or disposal of 7,570,000 ordinary shares in Orthocell Ltd. AustralianSuper became aware of this relevant interest on 14 May 2019 and has not given any financial consideration in connection with the purchase of such shares other than its subscription for units in the SRV Tech Trust.