Paragon Care : Notice of 2018 Annual General Meeting (OCT2018)

NOTICE OF

2018 ANNUAL GENERAL MEETING & EXPLANATORY MATERIAL

Date

TimeTuesday, 20 November 2018 10:30AM (AEDT)

Place

Lawson Delaney

Level 27, 333 Collins Street Melbourne Victoria 3000

Paragon Care Limited ABN 76 064 551 426

Head Office

11 Dalmore Drive

Scoresby VIC 3179 AustraliaT _ 1300 369 559

F _ [phone]

PARAGON CARE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2018 Annual General Meeting of the Shareholders of Paragon Care Limited ACN 064 551 426 ("Company") will be held at 10:30AM (AEDT) on Tuesday, 20 November 2018 at Lawson Delaney, Level 27, 333 Collins Street, Melbourne Victoria 3000.

This Notice of Meeting should be read in conjunction with the accompanying Explanatory Material and form part of this Notice. Terms used in this Notice of Meeting will, unless the context otherwise requires, have the meaning given to them in the Glossary.

Items of Ordinary Business

Receipt and Consideration of Financial Statements and Reports

To receive and consider the financial report of the Company and the related reports of the Directors (including the Remuneration Report) and auditors for the year ended 30 June 2018.

Note: Except for as set out in Resolution 1, there is no requirement for Shareholders to approve these reports. Accordingly, no Resolution will be put to Shareholders on this item of business.

Resolution 1 - Adoption of Remuneration Report

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

"That for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report (included in the Directors' Report) for the financial year ended 30 June 2018 be adopted."

Resolution 2 - Re-election of Mr Michael Newton as a Director of Paragon Care Limited To consider, and if thought fit, pass the following resolution as an ordinaryresolution:

'That Mr Michael Newton being a Director who retires by rotation pursuant to the Company's Constitution and being eligible for re-election, be re-elected as aDirector of the Company'.

Resolution 3 - Re-election of Mr Geoffrey Sam OAM as a Director of Paragon Care Limited To consider, and if thought fit, pass the following resolution as an ordinaryresolution:

'That Mr Geoffrey Sam OAM being a Director who retires by rotation pursuant to the Company's Constitution and being eligible for re-election, be re-elected as aDirector of the Company'.

Resolution 4 - Election of Mr Brent Stewart as a Director of Paragon Care Limited

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

"That Mr Brent Stewart, having been appointed as a Director during the year, vacates office in accordance with the Company's Constitution and being eligible offers himself for election as a Director of the Company."

Resolution 5(a) - Ratification of Prior Issue of Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders of the Company approve, ratify and confirm the prior issue of 2,056,256 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Material."

Resolution 5(b) - Ratification of Prior Issue of Shares

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders of the Company approve, ratify and confirm the prior issue of 16,483,517 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Material."

Resolution 6 - Approval to Issue Shares

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

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, Shareholders of the Company approve the issue of 33,934,869 fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Material."

Resolution 7 - Approval of Paragon Care Employee Incentive Plan

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

"That for the purposes of ASX Listing Rule 7.2 and for all other purposes, Shareholders of the Company approve the establishment of the EIP, including the issue of securities under the EIP, as described in the Explanatory Material."

Resolution 8 - Approval to Issue 228,119 Performance Rights to Mr Andrew Just (or his nominee)

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

"That for the purposes of ASX Listing Rule 10.14, approval be given to the grant of 228,911 Performance Rights to the Managing Director and Chief Executive Officer, Mr Andrew Just (or his nominee), under the EIP, together with the allotment and issue of fully paid ordinary shares upon vesting of any such Performance Rights in accordance with the terms of the EIP, as described in the Explanatory Material."

Resolution 9 - Approval to Increase in Aggregate Fee Pool for Non-Executive Directors To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That for the purposes of clause 10.2 of the Company's Constitution, ASX Listing Rule 10.17, and for all other purposes, the aggregated amount of fees that may be paid to Non-Executive Directors as a whole be increased from A$350,000 to A$450,000 per annum, effective from 1 July 2018, as described in the Explanatory Material."

Items of Special Business

Resolution 10 - Approval of Additional Capacity to Issue Shares under ASX Listing Rule 7.1A

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

"That for the purposes of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities under ASX Listing Rule 7.1A, on the terms and conditions set out in the Explanatory Material"

A proxy form accompanies this Notice of Meeting. Shareholders who do not plan to attend the AGM are encouraged to complete and return a proxy form.

Please note, the Chairman of the AGM intends to vote undirected proxies in favour of each item of business.

BY ORDER OF THE BOARD

Melanie Leydin Company Secretary Paragon Care Limited Melbourne, Victoria 11 October 2018

VOTING EXCLUSION STATEMENT

RESOLUTION	PERSONS EXCLUDED FROM VOTING
Resolution 1	The Company will disregard votes cast by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report of the 2018 Annual Report, or a closely related party of such a member, in contravention of section 250R or 250BD of the Corporations Act.
Resolution 2, 3 & 4	There are no voting exclusions on each Resolution.
Resolution 5(a) & 5(b)	The Company will disregard any votes cast in favour of each Resolution by any person who participated in the issue and any associates of those persons.
Resolution 6	The Company will disregard any votes cast in favour of this Resolution by any person who may participate in the proposed issue and any associates of those persons.
Resolution 7	The Company will disregard any votes cast in favour of this Resolution by any Director eligible to participate in the EIP, including their respective associates.
Resolution 8	The Company will disregard any votes cast in favour of this Resolution by any Director eligible to participate in the EIP, including their respective associates.
Resolution 9	The Company will disregard any votes cast in favour of this Resolution by any Director and any of their associates and a member of the Key Management Personnel or a Closely Related Party of such a member.
Resolution 10	The Company will disregard any votes cast in favour of this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed, and an associate of such person. Note: In accordance with ASX Listing Rule 14.11.1 and the relevant Note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.

However, the Company need not disregard a vote if:

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

• (b) It is cast in favour 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.

Notes

• (a) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (b) The proxy need not be a Shareholder of the Company. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

• (c) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.

• (d) A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the

  Company will require written proof of the representative's appointment which must be lodged with or presented to the Company before the meeting.

• (e) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the

  Company's register of Shareholders as at 7.00PM (AEDT) on 18 November 2018.

• (f) If you have any queries on how to cast your vote please call Link Market Services Limited on 1300 554 474 during business hours.

Voting by Proxy

If you are a Shareholder entitled to attend and vote you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the AGM.

A proxy need not be a Shareholder of the Company. A Shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the Shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise half of the Shareholder's votes.

To be effective, the proxy must be received at the share registry of the Company no later than 10:30 AM (AEDT) on 18 November 2018 (48 hours before the commencement of the meeting). Proxies must be received before that time by one of the following methods:

Online:Shareholders may lodge their proxy votes online at:www.investorcentre.linkmarketservices.com

To lodge your proxy vote online, you will need your Security holder Reference Number (SRN) or Holder Identification Number (HIN) which is shown on the proxy form

By post:

Paragon Care Limited

c/-Link Market Services Limited Locked Bag A14

SYDNEY SOUTH NSW 1235

By facsimile:	Within Australia	[phone]
Outside Australia	[phone]
By hand to:

Link Market Services Limited* 1A Homebush Bay Drive

Rhodes NSW 2138

OR

Level 12

680 George Street

Sydney NSW 2000

*During business hours (Monday to Friday, 9:00am-5:00pm)

To be valid, a proxy must be received by the Company in the manner stipulated above. The Company reserves the right to declare invalid any proxy not received in this manner.

Voting by Attorney

A proxy form and the original power of attorney (if any) under which the proxy form is signed (or a certified copy of that power of attorney or other authority) must be received by the Share Registry no later than 10:30 AM (AEDT) on 18 November 2018.

Corporate representatives

A body corporate which is a Shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the AGM. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative should bring to the AGM a properly executed letter or other document confirming its authority to act as the company's representative.

Questions and Comments by Shareholders at the Annual General Meeting

In accordance with the Corporations Act, a reasonable opportunity will be given to Shareholders to ask questions about or make comments on the management of the Company at the AGM. Similarly, a reasonable opportunity will be given to Shareholders to ask the Company's external Auditor, RSM Australia, questions relevant to:

• (a) The conduct of the audit;

• (b) The preparation and content of the Auditors' Report;

• (c) The accounting policies adopted by the Company in relation to the preparation of its financial statements; and

• (d) The independence of the Auditor in relation to the conduct of the audit.