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

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Building 191, Murdoch University, South Street, Murdoch, Western Australia on 7 May 2018 at 2 PM (WST).

The Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9360 2888

Shareholders are urged to attend or vote by lodging the Proxy Form attached to this Notice.

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

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Orthocell Limited will be held at Building 191, Murdoch University, South Street, Murdoch, Western Australia on 7 May 2018 at 2.00 PM (WST).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 5 May 2018 at 5pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Ratification of issue of Shares pursuant to the Placement

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 4,198,238 Shares (at an issue price of $0.34 each) on 20 December 2017 under Tranche 1 to various sophisticated, professional or institutional investors on the terms and conditions set out in the Explanatory Memorandum.”

Voting exclusion

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of Resolution 1 and any person who is an Associate of those persons. However, the Company need not disregard a vote if the vote is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Participation of a Director in Placement – Dr Stewart Washer

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Dr Stewart Washer, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 60,000 Shares at an issue price of A$0.34 per Share."

Voting exclusion

The Company will disregard any votes cast on Resolution 2 by Dr Stewart Washer and any Associate of Dr Stewart Washer.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Participation of a Director in Placement – Professor Lars Lidgren

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Professor Lars Lidgren, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 44,118 Shares at an issue price of A$0.34 per Share."

Voting exclusion

The Company will disregard any votes cast on Resolution 3 by Professor Lars Lidgren and any Associate of Professor Lars Lidgren.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. Resolution 4 – Participation of a Director in Placement – Mr Paul Anderson

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Mr Paul Anderson, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 50,585 Shares at an issue price of A$0.34 per Share."

Voting exclusion

The Company will disregard any votes cast on Resolution 4 by Mr Paul Anderson and any Associate of Mr Paul Anderson.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Participation of a Director in Placement – Mr Matthew Callahan

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, Mr Matthew Callahan, a Director, or his nominee(s), may participate in the Placement by subscribing for, and receiving, a maximum of 58,823 Shares at an issue price of A$0.34 per Share."

Voting exclusion

The Company will disregard any votes cast on Resolution 5 by Mr Matthew Callahan and any Associate of Mr Matthew Callahan.

However, the Company need not disregard a vote if it is cast by:

(a) a person as a proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 6 – Authority to Grant Plan Options to a Director – Mr Paul Anderson

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 2,300,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Mr Paul Anderson (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 and 3 to the Explanatory Memorandum)."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of Mr Paul Anderson or his Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of his Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, pursuant to section 224 of the Corporations Act, the Company will also disregard any votes cast on this Resolution 6 (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution 6 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.

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

(a) the appointment specifies the way the proxy is to vote on this Resolution 6; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution 6.

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

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

Please note: If the Chair is a person referred to in the section 224 Corporations Act voting exclusion statement above, the Chair will only be able to cast a vote as proxy for a person who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies how the proxy is to vote on this Resolution 6.

7. Resolution 7 – Authority to Grant Plan Options to a Director – Dr Stewart Washer

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 1,850,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Dr Stewart Washer (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 and 3 to the Explanatory Memorandum)."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of Dr Stewart Washer or his Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of his Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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

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

(c) the appointment specifies the way the proxy is to vote on this Resolution 7; or
(d) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution 7.

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

8. Resolution 8 – Authority to Grant Plan Options to a Director – Mr Matthew Callahan

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 1,850,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Mr Matthew Callahan (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 and 3 to the Explanatory Memorandum)."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Mr Matthew Callahan or his Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of his Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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

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

(c) the appointment specifies the way the proxy is to vote on this Resolution 8; or
(d) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution 8.

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

9. Resolution 9 – Authority to Grant Plan Options to a Director – Professor Lars Lidgren

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 300,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Professor Lars Lidgren (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 and 3 to the Explanatory Memorandum)."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of Professor Lars Lidgren or his Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of his Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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

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

(c) the appointment specifies the way the proxy is to vote on this Resolution 9; or
(d) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution 9.

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

10. Resolution 10 – Authority to Grant Plan Options to a Director – Mr Qi Xiao Zhou

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 208 of the Corporations Act and with Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 300,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Mr Qi Xiao Zhou (or his Permitted Nominee) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 and 3 to the Explanatory Memorandum)."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 10 by or on behalf of Mr Qi Xiao Zhou or his Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of his Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, pursuant to section 224 of the Corporations Act, the Company will also disregard any votes cast on this Resolution 10 (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution 10 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.

Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution 10 unless:

(c) the appointment specifies the way the proxy is to vote on this Resolution 10; or
(d) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution 10.

Shareholders may also choose to direct the Chair to vote against this Resolution 10 or to abstain from voting.

11. Resolution 11 – Authority to Grant Plan Options to a Related Party – Ms Nicole Telford

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of section 208 of the Corporations Act and Listing Rule 10.14, and for all other purposes, the Directors are authorised to issue 850,000 Options under the “Orthocell Limited Employee Equity Incentive Plan” for no consideration, each Option having the Exercise Price and Expiry Date set out in Item 2 of Schedule 3, to Ms Nicole Telford (or her Permitted Nominee) on the terms and conditions in the Explanatory Memorandum (including Schedules 2 and 3 to the Explanatory Memorandum)."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 11 by or on behalf of Ms Nicole Telford or her Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of her Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, pursuant to section 224 of the Corporations Act, the Company will also disregard any votes cast on this Resolution 11 (in any capacity) by or on behalf a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party. However, the Company need not disregard a vote if it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on this Resolution 11and it is not cast on behalf of a related party of the Company to whom the resolution would permit a financial benefit to be given or an Associate of such a related party.

Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution 11unless:

(c) the appointment specifies the way the proxy is to vote on this Resolution 11; or
(d) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of this Resolution 11.

Shareholders may also choose to direct the Chair to vote against this Resolution 11 or to abstain from voting.

12. Resolution 12 – Amendment to the “Orthocell Limited Employee Equity Incentive Plan”

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“ That, for the purposes of Listing Rule 7.2, Exception 9 and for all other purposes, Shareholders approve the amendments to the “Orthocell Limited Employee Equity Incentive Plan” and any issue of securities under the amended Plan, a summary of the rules of which are set out in the Explanatory Memorandum, as an exception to Listing Rule 7.1.”

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 12 by or on behalf of a Director or their Permitted Nominee who is eligible to participate in the Orthocell Limited Employee Equity Incentive Plan and any of their Associates.

However, the Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Further, pursuant to section 224 of the Corporations Act, the Company will also disregard any votes cast on Resolution 12 (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 Resolution 12 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.

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 12 unless:

(a) the appointment specifies the way the proxy is to vote on Resolution 12; or
(b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 12.

Shareholders may also choose to direct the Chair to vote against Resolution 12 or to abstain from voting.

13. Resolution 13 – Section 195 Approval

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transactions as contemplated in this Notice."

==> picture [136 x 44] intentionally omitted <==

Dated 20 March 2018

By Order of the Board

Simon Robertson Company Secretary

How to vote

Shareholders can vote by either:

attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice and by submitting their proxy appointment and voting instructions in person, by post, by facsimile or online.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the Power of Attorney under which they have been authorised to attend and vote at the meeting.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll (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. If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their Proxy Forms with a direction how to vote, but do not nominate the identity of their proxy, will be taken to have appointed the Chairman as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chairman will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman, the secretary or any Director that do not contain a direction as to how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.
To be effective, proxies must be received by 2.00 PM (WST) on 5 May 2018. Proxies received after this time will be invalid.
Proxy Forms may be lodged using any of the following methods:
by post using the pre-addressed envelope provided with this Notice to:

PO Box 2226, Strawberry Hills NSW 2012

by faxing a completed proxy form to +61 8 6 210 1153
by hand to:
Suite 310, 50 Holt Street Surrey Hills NSW 2010.

The Proxy Form must be signed by the Shareholder or the Shareholder's attorney. Proxy Forms given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2.00 PM (WST) on 5 May 2018. If facsimile or electronic transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the register of Shareholders as at 5pm (WST) on 5 May 2018.

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

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at a General Meeting of the Shareholders of Orthocell Limited to be held at Building 191, Murdoch University, Murdoch, Western Australia on 7 May 2018 at 2.00 PM (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

Background on the Placement

On 13 December 2017, the Company announced that it had received firm commitments to raise up to A$1,500,000 (before costs) via a private placement to selected sophisticated, professional or institutional investors and officers of the Company and, subject to shareholder approval, various Directors and officers of the Company ( Placement ).

The issue price under the Placement was $0.34 per Share.

Funds raised under the Placement have and will be used to progress the Company’s portfolio of products and for working capital purposes.

The Placement was to be undertaken in two tranches:

(a) on 20 December 2017, 4,198,238 Shares were issued to various sophisticated, professional or institutional investors and officers of the Company raising $1,427,401 before costs ( Tranche 1 ); and
(b) subject to Shareholder approval, an additional 212,349 Shares will be issued to various Directors of the Company ( Tranche 2 ).

In addition to the Placement the Company has also undertaken a Share Purchase Plan under which existing shareholders could subscribe for up to $15,000 worth of Shares on the same terms and conditions as the Placement.

1. Resolution 1 – Ratification of issue of Shares under Tranche 1

The Tranche 1 Shares were issued without Shareholder approval under the Company’s 15% placement capacity under Listing Rule 7.1.

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

Resolution 1 seeks ratification under Listing Rule 7.4 of the issue of 4,198,238 Shares on 20 December 2017 in order to restore the ability of the Company to issue further Shares within the 15% limit during the next 12 months.

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

(a) 4,198,238 Shares were issued;
(b) the Shares were issued at an issue price of A$0.34 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company ranking equally in all respects with the existing fully paid ordinary then Shares on issue;
(d) the Shares were issued to various sophisticated, professional or institutional investors, all of whom are unrelated parties of the Company; and
(e) funds raised have been and will be used to progress the Company’s portfolio of products and for working capital purposes.

The Chairman intends to direct all undirected proxies in favour of Resolution 1.

2. Resolutions 2 - 5 - Participation of Directors Dr Stewart Washer, Professor Lars Lidgren, Mr Paul Anderson and Mr Matthew Callahan in Placement

2.1 General

As detailed above, under Tranche 2 of the Placement, the Company proposes to issue an additional 212,349 Shares at an issue price of $0.34 per Share to Directors of the Company.

Resolutions 2 -5 seek Shareholder approval for the issue of up to:

(a) 60,000 Shares to Dr Stewart Washer, or his nominee(s);
(b) 44,118 Shares to Professor Lars Lidgren, or his nominee(s);
(c) 50,585 Shares to Mr Paul Anderson, or his nominee(s); and
(d) 58,823 Shares to Mr Matthew Callahan, or his nominee(s),

arising from their proposed participation in Tranche 2 of the Placement.

2.2 Chapter 2E of the Corporations Act

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.

Dr Stewart Washer, Professor Lars Lidgren, Mr Paul Anderson and Mr Matthew Callahan are all Directors of the Company and therefore related parties of the Company. The proposed issue of Shares to them arising from their participation in the Placement constitutes the giving of a financial benefit to them which requires Shareholder approval under Chapter 2E of the Corporations Act unless a relevant exception applies.

Section 210 of the Corporations Act broadly provides that Shareholder approval under Chapter 2E is not required where the financial benefit provided by the public company to the related party is on arm’s length terms (or worse for the related party).

The Directors have resolved (in the absence of Mr Stewart Washer in respect of his proposed participation in the Placement and the absence of Professor Lars Lidgren in respect of his proposed participation in the Placement and the absence of Mr Paul Anderson in respect of his proposed participation in the Placement and in the absence of Mr Matthew Callahan in respect of his proposed participation in the Placement) that the arm’s length exception in section 210 of the Corporations Act applies to the proposed participation of Dr Stewart Washer, Professor Lars

Lidgren, Mr Paul Anderson and Mr Matthew Callahan in the Placement as they will be participating in the Placement on exactly the same terms as un-related parties save for the requirement to obtain Shareholder approval.

Accordingly, Shareholder approval under Chapter 2E of the Corporations Act for the participation of Dr Stewart Washer, Professor Lars Lidgren, Mr Paul Anderson and Mr Matthew Callahan is not required.

2.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 provides that shareholder approval is required for an entity to issue or agree to issue equity securities to a related party.

Resolutions 2 - 5 seek Shareholder approval for the purposes of ASX Listing Rule 10.11 and for all other purposes for Dr Stewart Washer, Professor Lars Lidgren, Mr Paul Anderson and Mr Matthew Callahan (or their nominees) to participate in the Placement up to the extent set out above.

2.4 Impact of Resolutions 2 - 5

The impact of passing Resolutions 2 - 5 on the Directors’ voting power in the Company, (assuming each receives the number of Shares noted at section 3.1 above) is set out in the following table:

Director	Number of Shares	Number of Warrants	Number of Options assuming Resolutions 6 -11 are passed	Percentage voting power in the Company on an undiluted *basis (Total* issued share capital of the Company is 109,964,253)**	Percentage voting power in the Company on a fully diluted basis assuming Resolutions 6 -11 are *passed (Total* issued share capital of the Company is 132,866,490)**
Dr Stewart Washer	550,411	95,842	1,850,000	0.50%	1.88%
Mr Paul Anderson	7,032,555	13,692	3,400,000(1)	6.40%	7.86%
Mr Matthew Callahan	10,277,882	54,767	1,850,000	9.35%	9.17%
Professor Lars Lidgren	1,008,209	54,767	300,000	0.92%	1.03%

1 includes 1,100,000 options granted, or to be granted, to Ms Nicole Telford.

2.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 2 - 5:

(a) the Shares will be issued under the Placement to Dr Stewart Washer, Professor Lars Lidgren, Mr Paul Anderson and Mr Matthew Callahan, each of whom are Directors of the Company (or their nominee(s));
(b) the maximum number of Shares to be issued is 60,000 Shares to Dr Stewart Washer or his nominee, 44,118 Shares to Professor Lars Lidgren or his nominee, 50,585 Shares to Mr Paul Anderson or his nominee and 58,823 Shares to Mr Matthew Callahan or his nominee;
(c) the Company will issue the Shares within one month of the date of Meeting (or such later date as approved by ASX);
(d) the Shares under the Placement will be issued at $0.34 per Share;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) funds raised under the Placement will be used to progress the Company’s portfolio of products and for working capital purposes.

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

The Chairman intends to direct all undirected proxies in favour of Resolutions 2 - 5.

3. Resolutions 6-11 – Authority to grant Plan Options to Directors and Ms Nicole Telford

3.1 Background

The Company proposes to grant a total of 7,450,000 Options ( Plan Options ) under the Orthocell Limited Employee Equity Incentive Plan ( Plan ) to the Directors and Ms Nicole Telford (or their Permitted Nominees) for nil consideration as follows:

(a)	Mr Paul Anderson	2,300,000 Plan Options
(b)	Dr Stewart Washer	1,850,000 Plan Options
(c)	Mr Matthew Callahan	1,850,000 Plan Options
(d)	Professor Lars Lidgren	300,000 Plan Options
(e)	Mr Qi Xiao Zhou	300,000 Plan Options
(f)	Ms Nicole Telford	850,000 Plan Options

The principal terms of the Plan are summarised in Schedule 2. If, however, there is any inconsistency between the terms of the Options as set out in Schedule 2 and the Plan, the terms as set out in Schedule 2 prevail to the extent of the inconsistency.

The Plan Options will be granted for nil consideration. The Plan Options will be exercisable at a 15% premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of grant of the Plan Options, on or before the date that is three years from the date of the grant of the Plan Options.

The grant of Options to Mr Paul Anderson, encourages Paul 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.

In the Company’s present circumstances, the Board further considers that the incentive to the non- executive directors and Ms Nicole Telford that will be represented by the grant of these Plan Options, are a cost effective and efficient reward for the Company to make to appropriately incentivise the continued performance of the non-executive directors and Ms Nicole Telford, as opposed to alternative forms of incentive, such as payment of cash compensation, and are consistent with the strategic goals and targets of the Company.

The Board considers that the experience of the non-executive directors and Ms Nicole Telford will greatly assist the development of the Company. As such, the Board believes that the number of Plan Options to be granted to the non-executive directors and Ms Nicole Telford is commensurate with their value to the Company.

Shareholders should note that for the reasons noted above, it is proposed to grant Option to nonexecutive directors and Ms Nicole Telford notwithstanding the guidelines contained in the Box on page 33 of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3[rd] Edition) ( Principles ) which states that non-executive Directors should not receive performance-based remuneration or options with performance hurdles attached as part of their remuneration as this may lead to bias in their decision-making and compromise their objectivity. However, given the speculative nature of the Company’s activities and the small management team responsible for its running, it is considered the performance of the nonexecutive directors and Ms Nicole Telford and the performance and value of the Company are closely related. As such, the Plan Options granted will generally only be of benefit if the nonexecutive directors and Ms Nicole Telford perform to the level where the value of the Company increases sufficiently to warrant exercising the Plan Options.

Resolutions 6 - 11 are ordinary resolutions.

3.2 Listing Rule 10.14 and Chapter 2E of the Corporations Act

Shareholder approval is required under Listing Rule 10.14 and Chapter 2E of the Corporations Act for the proposed grant of the Plan Options because the Directors and Ms Nicole Telford are related parties of the Company.

As Shareholder approval is sought under Listing Rule 10.14, approval under Listing Rule 7.1 is not required. Accordingly, the grant of Plan Options to the Directors and Ms Nicole Telford will not reduce the Company's 15% capacity for the purposes of Listing Rule 7.1.

3.3 Specific information required under Listing Rule 10.15 and section 219 of the Corporations Act

For the purposes of Listing Rule 10.15 and section 219 of the Corporations Act, information regarding the grant of the Plan Options is provided as follows:

(a) The Plan Options will be issued to the Directors, Mr Paul Anderson, Dr Stewart Washer, Mr Matthew Callahan, Professor Lars Lidgren and Mr Callahan and the Chief Financial Officer, Ms Nicole Telford (or their Permitted Nominees).
(b) The maximum number of Plan Options the Company will grant to each of the Directors and Ms Nicole Telford pursuant to Resolutions 6 - 11 are:

(i) Mr Paul Anderson 2,300,000 Plan Options. (ii) Dr Stewart Washer 1,850,000 Plan Options. (iii) Mr Matthew Callahan 1,850,000 Plan Options. (iv) Professor Lars Lidgren 300,000 Plan Options. (v) Mr Qi Xiao Zhou 300,000 Plan Options. (vi) Ms Nicole Telford 850,000 Plan Options.

(c) Each Plan Option is exercisable at a 15 % premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of grant of the Plan Options on or before the date that is three years from the date of grant. The Plan Options will vest as follows:
33% on grant;
33% one year from the date of grant;
34% 2 years from the date of grant.

Refer to Schedule 2 for further terms and conditions of the Plan Options.

(d) Subject to Resolution 12 being passed the exercise price of a Plan Option may, at the Participants election, be paid using the cashless exercise facility (refer to item 14 of Schedule 2).
(e) Upon exercise of the Plan Options, the Shares will be issued on a one for one basis on the same terms as the Company’s existing Shares.
(f) The Plan Options will be granted for nil consideration.
(g) There have not been any Plan Options granted under the Plan to date. The Company has previously issued Options to Directors and Ms Nicole Telford as follows:

Name	Number Granted	Number held at the date of this Notice	Details
Mr Paul Anderson(1)	2,500,000	-	1,750,000 Unlisted options exercisable at $0.50 expired on 3 August 2017 750,000 Unlisted Options exercisable at $0.62 expired on 24 November 2017
Dr Stewart Washer	1,650,000	-	1,250,000 Unlisted options exercisable at $0.50 expired on 3 August 2017 400,000 Unlisted Options exercisable at $0.62 expired on 24 November 2017
Mr Matthew Callahan	1,650,000	-	1,250,000 Unlisted options exercisable at $0.50 expired on 3 August 2017 400,000 Unlisted Options exercisable at $0.62 expired on 24 November 2017
Professor Lars Lidgren	150,000	-	150,000 Unlisted Options exercisable at $0.62 expired on 24 November 2017
Mr Qi Xiao Zhou	150,000	-	150,000 Unlisted Options exercisable at $0.62 expired on 24 November 2017
Ms Nicole Telford(1)	750,000	250,000	500,000 Unlisted options exercisable at $0.50 expired on 3 August 2017 250,000 Unlisted Options exercisable at $0.62 expired on 24 November 2017 250,000 Unlisted options exercisable at $0.624 on or before 12 October 2019

(1) Mr Paul Anderson and Ms Nicole Telford have an interest in the same Options.

(h) Under the Plan, only Employees or their Permitted Nominees, are entitled to participate in the Plan. The Directors and Ms Nicole Telford have been determined to be Employees for the purposes of the Plan.
(i) A voting exclusion statement is included in the Notice.
(j) The Company will grant the Plan Options no later than 12 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules).
(k) Each Director has an interest in the outcome of Resolutions 6 - 11 and therefore believes it inappropriate to make a recommendation.
(l) Each of the Directors is a related party of the Company by virtue of being a Director. Ms Nicole 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 Paul Anderson.
(m) If all of the Plan Options granted to the Directors and Ms Nicole Telford are exercised it may result in a dilution of all other Shareholders’ holdings as follows (assuming no Options other than the Plan Options granted to the Directors and Ms Nicole Telford are exercised):

exercised):
Current number of Shares on issue	109,964,253
Number of Plan Options to be granted under Resolutions 6 - 11	7,450,000
Dilution effect if all Plan Options granted to the Directors and Ms Nicole Telford are exercised	6.3%

(n) Shareholders have previously approved an aggregate amount of up to $450,000 to be paid as non-executive directors fees. The Directors have resolved that each nonexecutive Director shall receive the amount of $45,000 per annum as Directors' fees.

Dr Stewart Washer, the Company’s Executive Chairman, receives a consulting fee of $120,000 per annum.

Mr Paul Anderson, the Managing Director, receives remuneration of 365,000 per annum plus superannuation, plus a bonus of up to 25% of this amount subject to achievement of key performance indicators to be agreed by the Board.

In addition to the non-executive director fee of $45,000 per annum, Mr Matthew Callahan is entitled to receive additional fees at the rate of $1,500 per day for services to be provided to the Company on general matters relating to the Company’s business, identifying, evaluating and developing new opportunities and performing any other duties as may be delegated by the Board from time to time.

Ms Nicole Telford, the Chief Financial Officer, receives remuneration of 210,000 per annum plus superannuation plus a bonus of up to 25% of this amount subject to achievement of key performance indicators to be agreed by the Board. A Director may also be paid fees or other amounts as the Directors determine if a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Amounts paid to the Directors and Ms Nicole Telford in the last full financial year prior to the date of this Notice (2016/2017) are as follows:

	Short-term benefits	Short-term benefits	Post- employment benefits	Long-term benefits	Share- based payments
	Cash salary and fees	Bonus(1)	Super- annuation	Long Service Leave		Total
	$	$	$	$	$	$
Mr P Anderson	350,000	87,500	40,375	13,832	41,600	533,307
DrSWasher	150,000	-	-	-	-	150,000
Mr MCallahan	120,000	-	-	-	-	120,000
Prof L Lidgren	45,000	-	-	-	-	45,000
MrQX Zhou	41,100	-	3,900	-	-	45,000
MsN Telford	195,000	48,750	27,431	9,349	41,600	322,130

(o) The current relevant interests of the Directors and Ms Nicole Telford in security holdings in the Company are as follows:

	Shares	Options	Warrants
Mr Paul Anderson(1)	6,981,970	250,000	13,692
DrStewartWasher	490,441	-	95,842
Mr MatthewCallahan	10,219,059	-	-
Professor LarsLidgren	964,091	-	54,767
MrQi XiaoZhou	5,995,673	-	54,767
MsNicoleTelford(1)	6,981,970	250,000	13,692

(1) Mr Paul Anderson and Ms Nicole Telford have an interest in the same Shares and Options.

Other than as disclosed in this Section 5.3, none of the Directors or Ms Nicole Telford currently have any other security holding in the Company.

(p) On the basis of the assumptions below, independent accountants, BDO have determined the technical value of one Plan Option approximates 11.9 cents. Based on this value, the value of the Plan Options to be issued to each Director and Ms Nicole Telford (or their Permitted Nominees) is as follows:

Name	Value of Plan Options
Mr Paul Anderson	$273,700
DrStewartWasher	$220,150
Mr MatthewCallahan	$220,150
Professor LarsLidgren	$35,700
MrQi XiaoZhou	$35,700
MsNicoleTelford	$101,150
Total	$886,550

The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used, together with the following assumptions:

(i) interest rate set at the Australian Government bond rate of 2.08%%;
(ii) the date of valuation for the purposes of settling the current market value of a Share is 5 March 2018;
(iii) at this date the Share price was $0.368 which is the price used in the valuation;
(iv) the volatility factor is 65%; and
(v) the Plan Options will be exercisable from the date the Plan Options vest (see Section 3.3(c)).
(q) The market price of Shares would normally determine whether the Directors and Ms Nicole Telford will exercise the Plan Options or not. If the Plan Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.
(r) Historical share price information for the last 12 months is as follows:

	Price	Date
Highest	$0.51	12 April 2017
Lowest	$0.275	10 October 2017
Last	$0.29	19March 2018

(s) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 6 -11.

The Chairman intends to direct all undirected proxies in favour of Resolutions 6 - 11.

4. Resolution 12 – Amendment to the “Orthocell Limited Employee Equity Incentive Plan”

4.1 Background

At the Company’s annual general meeting on 15 November 2017, Shareholders approved the 2017 Orthocell Limited Employee Equity Incentive Plan, pursuant to which eligible Employees may be offered the opportunity to be granted Awards (shares, options or performance rights).

As outlined in the Company’s notice of annual general meeting dated 5 October 2017, the purpose of the Plan is to allow the Board to assist in the reward, retention and motivation of eligible Employees and to align their interests more closely with the interests of Shareholders.

4.2 Plan amendments

The Company wishes to amend the Plan such that the Board may determine in its discretion that in order to exercise some or all of their Options, a participant may elect to pay the exercise price by using a cashless exercise facility provided under the terms of the Plan (Amendment).

The cashless exercise facility entitles a participant to set-off the exercise price against a 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. Further detail on the cashless exercise facility is provided in Schedule 2 to this Notice.

Under the terms of the existing Plan, the Board may by written instrument amend or modify the rules of the Plan on the basis that the proposed amendments to the rules of the Plan do not materially reduce the rights of, or adversely affect, any participant.

The Company wishes to ensure that the issue of securities under the Plan (with the Amendment) will continue to have the benefit of the exception to the 15% limit under Listing Rule 7.1 (as provided under Listing Rule 7.2. Exception 9(b)). At the Company’s annual general meeting last year, Shareholders approved the issue of securities under the Plan for a period of three years as an exception to the 15% limit under Listing Rule 7.1. Shareholder approval is now sought for the purposes of ASX Listing Rule 7.2, Exception 9(b) to ensure that the Company’s ability to issue 15% of its equity securities in a 12 month period is not reduced by securities issued under the Plan with the Amendment.

The following information is provided to Shareholders for the purposes of Listing Rule 7.2, Exception 9(b):

(a) prior to the approval of the 2017 Orthocell Limited Employee Equity Incentive Plan at the Company’s annual general meeting on 15 November 2017, 6,250,000 Options were issued under the Company’s previous Employee Option Plan (as adopted at the Company’s 2014 annual general meeting held on 24 November 2014);
(b) prior to the Amendment (following Shareholder approval of the Plan at the Company’s last annual general meeting held on 15 November 2017), zero Options were issued under the Plan; and
(c) a summary of the terms of the Plan is set out in Schedule 2 of this Notice.

The Company proposes to grant, allot and issue up to 11,010,000 Options under the Plan following the meeting, subject to approval of Resolutions 6 -11. If this Resolution 12 is passed by Shareholders, the proposed grant, allotment and issue of up to 11,010,000 Options will not reduce the Company’s ability to issue 15% of its equity securities in a 12 month period.

The Chairman intends to direct all undirected proxies in favour of Resolution 12.

5. Resolution 13 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

Some of the Directors may have a material personal interest in the outcome of the Resolutions the subject of this Meeting. In the absence of this Resolution 13, the Directors may not be able to form a quorum at directors’ meetings necessary to carry out the terms of these Resolutions.

The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

The Chairman intends to direct all undirected proxies in favour of Resolution 13.

6. Action to be taken by Shareholders

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

6.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (ie. a ‘proxy’) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

6.2 Voting exclusions and restrictions

Shareholders must observe the voting exclusions and restrictions set out in the Notice in relation to the Resolutions.

Schedule 1 - Definitions

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

$ means Australian dollars.

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.

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

Board means the board of Directors of the Company.

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

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 constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Employee means a person who is a full time or part time employee, officer or director or company secretary of the Company or a related body corporate, or such other person as the Board determines.

Exercise Price means the exercise price of the Plan Options as set out in Item 2 of Schedule 3 of the Explanatory Memorandum.

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

Expiry Date means the expiry date of the Plan Options as set out in Item 2 of Schedule 3 of the Explanatory Memorandum.

Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company or the Group, whether directly or indirectly, including all directors (whether executive or otherwise) of the Company. The Key Management Personnel during the financial year ended 31 December 2017 are listed in the 2017 Remuneration Report and include directors (both executive and non-executive) of the Company and certain senior executives.

Listing Rules means the listing rules of ASX.

Meeting means the general meeting of Shareholders convened by the Notice.

Notice means this notice of general meeting.

Option means an option to purchase a Share in the capital of the Company.

Permitted Nominee means a nominated associate (as defined in section 318 of the Income Tax Assessment Act 1936 ) of an Employee in whose favour the Board, at is discretion, has resolved to grant securities under the Equity Plan.

Placement has the meaning given to that term in the Explanatory Memorandum.

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

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution referred to in the Notice.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Tranche 1 means tranche 1 of the placement as defined in item (a) in the “Background on the Placement” section of the Explanatory Memorandum.

Tranche 2 means tranche 2 of the placement as defined in item (a) in the “Background on the Placement” section of the Explanatory Memorandum.

Warrant means a warrant to purchase a Share in the capital of the Company.

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

Schedule 2 – Summary of the Employee Equity Incentive Plan

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):

(a) unvested Shares will be forfeited;
(b) unvested Options and Performance Rights will lapse; and

(c) 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:

(a) sell forfeited Shares in the ordinary course of trading on ASX;
(b) buy back and cancel the forfeited Shares; or
(c) 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:

(a) unvested Shares will be forfeited;
(b) 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.

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.

Schedule 3 – Summary of Plan Options

1. Entitlement

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

2. Exercise Price and Expiry Date

The Exercise Price, Vesting Date and Specified Expiry Date of each Plan Option is referred to in the below table.

Exercise Price	Vesting Date	Specified Expiry Date
A 15 % premium to the volume weighted average of the prices at which Shares were traded on the ASX during the one week period up to and including the date of grant of the Plan Options.	33% on grant 33% 1 year after the date of grant 34% 2 years after the date of grant	Three years from the date of grant

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

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

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

3. Other Terms and Conditions

The Plan Options will be subject to the terms and conditions of the Plan, a summary of which is set out in Schedule 2.

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.

GM Registration Card

==> picture [278 x 157] intentionally omitted <==

==> picture [152 x 16] intentionally omitted <==

==> picture [125 x 16] intentionally omitted <==

==> picture [46 x 16] intentionally omitted <==

==> picture [14 x 15] intentionally omitted <==

==> picture [71 x 15] intentionally omitted <==

==> picture [59 x 15] intentionally omitted <==

[BARCODE]

Holder Number:

==> picture [62 x 13] intentionally omitted <==

==> picture [13 x 9] intentionally omitted <==

==> picture [164 x 27] intentionally omitted <==

Vote by Proxy: OCC

==> picture [99 x 12] intentionally omitted <==

==> picture [61 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

==> picture [37 x 12] intentionally omitted <==

==> picture [11 x 12] intentionally omitted <==

==> picture [40 x 12] intentionally omitted <==

==> picture [87 x 12] intentionally omitted <==

==> picture [117 x 12] intentionally omitted <==

==> picture [35 x 12] intentionally omitted <==

==> picture [62 x 12] intentionally omitted <==

==> picture [41 x 12] intentionally omitted <==

==> picture [224 x 12] intentionally omitted <==

==> picture [43 x 16] intentionally omitted <==

==> picture [97 x 16] intentionally omitted <==

==> picture [43 x 16] intentionally omitted <==

==> picture [69 x 23] intentionally omitted <==

==> picture [308 x 23] intentionally omitted <==

✓ ✓ ✓

Complete the form overleaf in accordance with the instructions set out below.

==> picture [545 x 420] intentionally omitted <==

==> picture [140 x 25] intentionally omitted <==

==> picture [283 x 776] intentionally omitted <==

==> picture [99 x 13] intentionally omitted <==

==> picture [48 x 105] intentionally omitted <==

==> picture [109 x 11] intentionally omitted <==

==> picture [13 x 10] intentionally omitted <==

https://automic.com.au/

==> picture [65 x 11] intentionally omitted <==

==> picture [38 x 11] intentionally omitted <==

==> picture [24 x 10] intentionally omitted <==

==> picture [75 x 11] intentionally omitted <==

==> picture [28 x 10] intentionally omitted <==

==> picture [48 x 11] intentionally omitted <==

==> picture [57 x 11] intentionally omitted <==

==> picture [55 x 9] intentionally omitted <==

==> picture [37 x 9] intentionally omitted <==

==> picture [7 x 8] intentionally omitted <==

==> picture [58 x 11] intentionally omitted <==

==> picture [53 x 11] intentionally omitted <==

==> picture [18 x 11] intentionally omitted <==

==> picture [16 x 11] intentionally omitted <==

==> picture [26 x 11] intentionally omitted <==

==> picture [32 x 11] intentionally omitted <==

==> picture [13 x 11] intentionally omitted <==

==> picture [16 x 11] intentionally omitted <==

==> picture [12 x 11] intentionally omitted <==

==> picture [257 x 11] intentionally omitted <==

==> picture [94 x 12] intentionally omitted <==

==> picture [127 x 11] intentionally omitted <==

==> picture [99 x 11] intentionally omitted <==

==> picture [82 x 11] intentionally omitted <==

==> picture [6 x 11] intentionally omitted <==

==> picture [87 x 11] intentionally omitted <==

==> picture [5 x 11] intentionally omitted <==

==> picture [46 x 12] intentionally omitted <==

==> picture [17 x 12] intentionally omitted <==

==> picture [21 x 12] intentionally omitted <==

==> picture [34 x 12] intentionally omitted <==

==> picture [31 x 12] intentionally omitted <==

==> picture [9 x 11] intentionally omitted <==

==> picture [144 x 11] intentionally omitted <==

==> picture [74 x 42] intentionally omitted <==

==> picture [71 x 12] intentionally omitted <==

==> picture [9 x 11] intentionally omitted <==

==> picture [53 x 11] intentionally omitted <==

==> picture [243 x 11] intentionally omitted <==

==> picture [14 x 15] intentionally omitted <==

==> picture [48 x 11] intentionally omitted <==

==> picture [52 x 11] intentionally omitted <==

==> picture [145 x 23] intentionally omitted <==

==> picture [18 x 19] intentionally omitted <==

==> picture [13 x 9] intentionally omitted <==

==> picture [43 x 11] intentionally omitted <==

==> picture [6 x 11] intentionally omitted <==

==> picture [91 x 11] intentionally omitted <==

==> picture [9 x 23] intentionally omitted <==

==> picture [18 x 54] intentionally omitted <==

==> picture [51 x 11] intentionally omitted <==

==> picture [25 x 11] intentionally omitted <==

==> picture [50 x 10] intentionally omitted <==

AI assistant

ORTHOCELL LIMITED — Proxy Solicitation & Information Statement 2018

65477_rns_2018-04-05_57c1f59e-1220-4196-a634-76428af7c843.pdf

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

NOTICE OF GENERAL MEETING

NOTICE OF GENERAL MEETING

AGENDA

1. Resolution 1 – Ratification of issue of Shares pursuant to the Placement

Voting exclusion

2. Resolution 2 – Participation of a Director in Placement – Dr Stewart Washer

Voting exclusion

3. Resolution 3 – Participation of a Director in Placement – Professor Lars Lidgren

Voting exclusion

4. Resolution 4 – Participation of a Director in Placement – Mr Paul Anderson

Voting exclusion

5. Resolution 5 – Participation of a Director in Placement – Mr Matthew Callahan

Voting exclusion

6. Resolution 6 – Authority to Grant Plan Options to a Director – Mr Paul Anderson

Voting Exclusion

7. Resolution 7 – Authority to Grant Plan Options to a Director – Dr Stewart Washer

Voting Exclusion

8. Resolution 8 – Authority to Grant Plan Options to a Director – Mr Matthew Callahan

Voting Exclusion

9. Resolution 9 – Authority to Grant Plan Options to a Director – Professor Lars Lidgren

Voting Exclusion

10. Resolution 10 – Authority to Grant Plan Options to a Director – Mr Qi Xiao Zhou

Voting Exclusion

11. Resolution 11 – Authority to Grant Plan Options to a Related Party – Ms Nicole Telford

Voting Exclusion

12. Resolution 12 – Amendment to the “Orthocell Limited Employee Equity Incentive Plan”

Voting Exclusion

13. Resolution 13 – Section 195 Approval

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

Background on the Placement

1. Resolution 1 – Ratification of issue of Shares under Tranche 1

2. Resolutions 2 - 5 - Participation of Directors Dr Stewart Washer, Professor Lars Lidgren, Mr Paul Anderson and Mr Matthew Callahan in Placement

2.1 General

2.2 Chapter 2E of the Corporations Act

2.3 ASX Listing Rule 10.11

2.4 Impact of Resolutions 2 - 5

2.5 Technical Information required by ASX Listing Rule 10.13

3. Resolutions 6-11 – Authority to grant Plan Options to Directors and Ms Nicole Telford

3.1 Background

3.2 Listing Rule 10.14 and Chapter 2E of the Corporations Act

3.3 Specific information required under Listing Rule 10.15 and section 219 of the Corporations Act

4. Resolution 12 – Amendment to the “Orthocell Limited Employee Equity Incentive Plan”

4.1 Background

4.2 Plan amendments

5. Resolution 13 – Section 195 Approval

6. Action to be taken by Shareholders

6.1 Proxies

6.2

Voting exclusions and restrictions

Schedule 1 - Definitions

Schedule 2 – Summary of the Employee Equity Incentive Plan

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

(b) Vesting

(c) Exercise

7 Lapse of Awards

8 Forfeiture of Shares

9 Breach, fraud or misconduct

10 Change of control events

11 Tax Treatment

12 Amendments to terms of exercise or the Plan

13 Clawback

14 Cash-less Exercise Facility

ORTHOCELL LIMITED Proxy Solicitation & Information Statement 2018