26/10/16: Notice of Annual General Meeting

26 October 2016

Dear Shareholder,

Annual General Meeting

Attached is the Notice of the 2016 Annual General Meeting of the ordinary shareholders of Allegra Orthopaedics Limited (the Company) which will be held at

1. am on Wednesday 30 November 2016, at the Company's offices at Level 8, 18- 20 Orion Road, Lane Cove West, NSW.

   The formal part of the Annual General Meeting will cover the ordinary business transacted each year. This year the Annual General Meeting will also cover the following resolutions:

   • Approval of Appointment of Auditor

   • Approval of Proposed Transaction

Further details concerning these matters are contained in the Explanatory Notes that forms part of the Notice of Meeting. Furthermore, to assist Shareholders in their consideration of the Proposed Transaction, the Board commissioned Moore Stephens (Vic) Pty Ltd ("Independent Expert") to prepare an independent expert's report in relation to the Proposed Transaction. A copy of the report accompanies this Notice of Meeting and Shareholders are encouraged to read it carefully.

If you are unable to attend the meeting in person, I encourage you to return the enclosed proxy form. The proxy form should be returned in the envelope provided, or faxed to our Share Registry on [phone] so that it is received by 9.30 am (Sydney time) on Monday 28 November, 2016 being not less than 48 hours before the time for holding the meeting.

The Company's Annual Report for the year ended 30 June 2016 is available on our website at www.allegraorthopaedics.com. Printed copies of the report are distributed only to those shareholders who have elected to receive it in printed form.

Shareholders will have an opportunity to ask questions during the meeting, and are invited to join the Board for light refreshments at its conclusion. I look forward to welcoming you at the meeting.

Yours sincerely,

Richard Ulrick Company Secretary

ALLEGRA ORTHOPAEDICS LIMITED

ABN 71 066 281 132

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2016 Annual General Meeting ("AGM") of Shareholders of Allegra Orthopaedics Limited ("the Company") will be held at Level 8, 18-20 Orion Road, Lane Cove West, NSW, 2066 on Wednesday 30 November

2016 at 9.30am.

BUSINESS

1. Financial and Other Reports

   To receive and consider the Financial Report of the Company and the Reports of the Directors and the Auditor in respect of the year ended 30 June 2016.

2. Adoption of Remuneration Report

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

   "That, the Company's Remuneration Report for the financial year ended 30 June 2016 (set out in the Directors' Report) be adopted."

   Note: The vote on this resolution is advisory only and the outcome will not be binding on the Directors or the Company.

   If 25% or more of votes that are cast are voted against the adoption of the remuneration report at two consecutive AGMs, shareholders will be required to vote at the second of those AGMs on a resolution (a "spill resolution") that another meeting be held within 90 days at which all of the Company's directors must stand for re-election.

3. Election of Anthony Hartnell as a Director

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

   "That Mr Anthony Hartnell who retires in accordance with the Company's constitution and, being eligible, offers himself for re-election, be elected as a Director of the Company."

4. Election of Sean Mulhearn as a Director

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

   "That Mr Sean Mulhearn, a Director who was appointed since the last Annual General Meeting, retires in accordance with the Company's constitution and, being eligible, offers himself for election, be elected as a Director of the Company."

5. Approval of Appointment of Auditor

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

   "Provided that the Australian Securities & Investments Commission ("ASIC") has provided its consent for the current auditor to resign as auditor of the Company by the date of the Annual General Meeting, that approval be and is hereby given to appoint Crowe Horwath, having consented in writing and been duly nominated in accordance with Section 328B(1) of the Corporations Act 2001, as auditor of the Company with effect from the conclusion of the meeting or such other date as specified by ASIC in providing its consent."

6. Approval of Proposed Transaction

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

"That, for the purpose of item 7 of section 611 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 9,438,957 fully paid ordinary shares at an issue price of $0.08 (8 cents) per share to Robinwood Investments Pty Ltd, a related party of the Company, and otherwise on the terms and conditions set out in the Explanatory Notes with the effect that the relevant interest of Robinwood Investments Pty Ltd and its associates in the Company will increase from approximately 35.42% to 43.76%."

By Order of the Board

Richard Ulrick Company Secretary

Sydney, 26 October 2016

PROXIES AND VOTING Voting Exclusions

Item 2

In accordance with the Corporations Act, any vote cast on the resolution the subject of Item 2 by Key Management Personnel of the Company or the consolidated entity of which the Company is a part and their Closely Related Parties, which include certain family members, dependants and companies they control (collectively "Excluded Persons") will be disregarded if the remuneration of the Key Management Personnel appears in the Remuneration Report.

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

• one of the Excluded Persons, as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

  Key Management Personnel are the Directors and those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. The Remuneration Report identifies at page 7 of the Company's Annual Report the Company's Key Management Personnel for the financial year to 30 June 2016.

  Items 6

  The Company will disregard any votes cast on the resolution the subject of Item 6 by Robinwood Investments Pty Ltd and associates of that company.

  However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• 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.

Proxies

A Proxy Form accompanies this Notice of Annual General Meeting. A member who is entitled to attend and vote at the meeting is entitled to appoint no more than two proxies (who need not be members of the Company) to attend and vote in their place.

A single proxy exercises all voting rights. Where a member wishes to appoint two proxies, an additional proxy form may be obtained by contacting the Company, or the member may copy the enclosed proxy form. A member appointing two proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints two proxies and does not specify each proxy's voting rights,