Paragon Care : Securities Trading Policy (MAR2019)

ASX ANNOUNCEMENT

paragoncare.com.au

27th March 2019

Australian Securities Exchange

Company Announcements Office

SECURITIES TRADING POLICY

Paragon Care Limited (ASX:PGC) (Paragon or Company) is pleased to provide the attached revised Securities Trading Policy.

A copy is being lodged with ASX in accordance with ASX Listing Rule 12.10.

‐ ENDS -

Contact

Andrew Just

Chief Executive Officer & Managing Director

Tel: [phone]

Email: [e-mail]

About Paragon Care Limited

Paragon Care (ASX:PGC) is an Australian based listed company and a leading provider of medical equipment, devices and consumables for the Australian and New Zealand market. This is a high growth market driven by the ageing of the population, continuously rising consumer expectations and increasing government spending. Paragon Care has positioned itself to provide advanced technology solutions yielding recurring revenue streams in acute and ancillary care environments.

Paragon Care Limited - ABN 76 064 551 426

Registered Office: 11 Dalmore Drive, Scoresby, Victoria 31791 Tel [phone]. Fax [phone]

Securities Trading Policy

Paragon Care Limited

ACN 064 551 426

1.Purpose

1.1This Securities Trading Policy (Policy) sets out the requirements for directors, employees, consultants and contractors of Paragon Care Limited (Paragon or Company) and its related entities in relation to dealing in securities of Paragon Care Limited or any other securities which may be affected by this policy or the law.

1.2This Policy has important implications for all directors, officers and employees. If you do not understand the implications of this Policy or how it applies to you, you should raise the matter with the Chief Executive Officer or the Company Secretary before trading in any securities which may be affected by this Policy or the law.

1.3This Policy only provides a summary of applicable legal and regulatory issues which are complex and should therefore only be used as a general guide and not as legal advice.

2.Insider Trading

2.1The Corporations Act 2001 prohibits Insider Trading.

2.2If a person has information about securities and the person knows, or ought reasonably to know, that the information is inside information, it is illegal for the person to:

(a)deal in the securities;

(b)procure another person to deal in the securities; or

(c)give the information to another person (also known as "tipping") who the person knows, or ought reasonably to know, is likely to:

(i)deal in the securities; or

(ii)procure someone else to deal in the securities.

2.3Insider trading is a criminal offence. It is punishable by substantial fines and/or imprisonment or both. A company may also be liable if an employee or director engages in insider trading.

2.4Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties for insider trading and order payment of compensation to persons who suffer loss or damage because of insider trading.

3.What is Insider Information?

3.1Insider information is information that:

(a)is not generally available; and

(b)if it were generally available, would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the relevant securities.

3.2Information is generally available if it:

(a)is readily observable;

(b)has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or

Paragon Care Limited

1

Securities Trading Policy

(c)consists of deductions, conclusions or inferences made or drawn from information falling under paragraphs above.

4.The Trading Policy

4.1As a general rule, directors, officers and employees must not:

(a)buy, sell or otherwise deal in Paragon securities whilst in possession of price sensitive information;

(b)advise, procure or encourage any other person to buy, sell or otherwise deal in Paragon securities whilst in possession of price sensitive information;

(c)pass on information to any person, if you know or ought to reasonably know that the person may use the information to buy, sell or otherwise deal (or procure another person to buy, sell or otherwise deal) in Paragon securities.

(d)engage in short‐term trading (less than one month), or short selling of the Company's securities at any time;

(e)enter into margin lending or other secured financing arrangements in respect of the Company's securities; or

(f)enter into transactions with securities (or any derivative thereof) which limit the economic risk of any unvested entitlements awarded under an equity‐based remuneration scheme, or otherwise awarded, or which will be offered by the Company in the future (e.g. hedging).

5.Company Securities

5.1Directors or officers are to obtain prior written approval from the Chair of the Board (and the Chair is required to confirm with the Chief Executive Officer that there is no market sensitive information that has not been released), or in his or her absence the Chief Executive Officer, at least one day prior to the purchase / sale of securities in Paragon held by the director or officer. Should the Chair wish to purchase / sell securities he or she shall similarly notify the Chief Executive Officer and/or the Company Secretary the at least one day prior to sale.

5.2Employees or potential insiders are to obtain prior written approval from the Chief Executive Officer or in his or her absence, the Company Secretary, at least one day prior to the purchase / sale of securities in Paragon held by the employee.

5.3A director, officer or employee shall not trade securities in Paragon if the director, officer or employee is aware of any information concerning Paragon which has not been made public and/or which if made public, a reasonable person would expect to have a material impact on the price or value of Paragon securities. Employees must inform the Chief Executive Officer of all market sensitive (material) information immediately after they become aware of it.

5.4If the Chair of the Board has received a request for either a sale or purchase of securities in Paragon he is required to confirm in writing with the Chief Executive Officer or in his or her absence the Company Secretary that there is no market sensitive information that has not been released.

5.5Unless otherwise advised by the Chair of the Board or the Chief Executive Officer (as required), where such approval is obtained, training must occur within seven (7) business days.

Paragon Care Limited

2

Securities Trading Policy

6.Closed Periods

6.1The following periods are considered a Closed Period and directors, officers and employees must not trade in the Company securities:

(a)the period 30 days immediately preceding the announcement of the Company's half year and annual accounts and ending 48 hours after such release; or

(b)any other periods advised by the Company.

7.Definition

7.1This Policy extends to directors, officers, employees or potential insiders (including such parties as advisors and consultants who have access to or are involved with confidential information). This includes a director, officer or employee of Paragon, the director's, officer's or employee's immediate family (includes a person or persons under the control or influence of the director, officer or employee) and related entities controlled by the director, officer or employee or members of the immediate family.

8.Exceptional Circumstances in which Trading in a Closed Period is Permitted

8.1For the purpose of this Policy, the following dealing in securities is permitted during a closed period:

(a)transfers of securities where the beneficial ownership of the securities does not change, e.g. the transfer of securities already held into a superannuation fund where the person is the major beneficiary;

(b)the exercise of an option or a right, or the conversion of a convertible security, where the final date to exercise the option or right, or convert the security, falls during a prohibited period;

(c)undertakings to accept, or acceptance of, takeover offers; and

(d)trading under an offer or invitation made to all or most of the Company's security holders such as a rights issue, security purchase plan, a dividend reinvestment plan or securities buy back.

8.2Persons who are not in the possession of price sensitive information, may be given prior written clearance by the Chairperson to sell or otherwise dispose of Paragon securities during a prohibited period, where the person is in severe financial difficulties or other exceptional circumstances determined by the Board, such as required under a court order, in a bona fide family settlement, or some other overriding legal or regulatory requirement to do so.

9.Other Securities

9.1A director, officer or employee shall not trade securities of another company where the director, officer or employee is aware:

(a)non‐public information regarding investigations or negotiations being conducted by Paragon or any of its related entities into that company; and/or

(b)non‐public material information of a company in partnership with Paragon.

Paragon Care Limited

3

Securities Trading Policy