PARAGON CARE LIMITED — M&A Activity 2022

Feb 1, 2022

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QTM and PGC: ASX ANNOUNCEMENT

2 February 2022

Merger between Quantum Health Group Limited (ASX:QTM) and Paragon Care Limited (ASX:PGC)

Scheme becomes Effective

As announced by Quantum Health Group Limited (ASX:QTM) (“ Quantum ”) and Paragon Care Limited (ASX:PGC) (“ Paragon ”), on 1 February 2022, the Supreme Court of New South Wales (“ Court ”) made orders approving the proposed scheme of arrangement between Quantum and its shareholders announced to ASX on 8 November 2021 (“ Scheme ”) under which Paragon will acquire all of the issued ordinary shares in Quantum.

Quantum confirms that it has today lodged a copy of the Court’s orders with the Australian Securities and Investments Commission (“ ASIC ”) and the Scheme has therefore become legally effective. An office copy of the Court orders lodged with ASIC is attached to this announcement.

Quantum will request trading in its shares to be suspended from close of trading on ASX today.

Timetable

The key dates for implementation of the Scheme are as follows*

Event	Indicative date
Record Date	7:00pm on Wednesday,9 February2022
Implementation Date	Wednesday,16 February2022

* All dates are indicative only and subject to change

Authorised for lodgement by the Board of Directors of Quantum Health Group Limited and Paragon Care Limited.

For more information:

John Walstab, Managing Director, Quantum Health Group Limited jwalstab@qhealthcare.com.au

Shane Tanner, Chair, Paragon Care Limited shane.tanner@paragoncare.com.au

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About Quantum Health Group Limited

Quantum Health Group Limited (ASX:QTM) is a leading independent Healthcare company operating throughout Asia. Quantum Healthcare specialise in the distribution of state-of-the-art medical imaging, patient treatment, and equipment services in Radiology, Oncology and Women’s Healthcare. Quantum Healthcare’s head office is in Sydney, Australia with direct subsidiary businesses operating in Thailand, South Korea, Philippines, NZ, Vietnam and China. Quantum is the authorised distribution partner for leading global healthcare manufacturers including Carestream, Philips Healthcare, Samsung, IBA and Accuray. Quantum Healthcare has successfully created a Healthcare Technology Platform across Asia and it provides first class customer service and clinical support for a large installed base of medical equipment in hospitals, universities, and private clinics.

About Paragon Care Limited - www.paragoncare.com.au

Paragon Care Limited (ASX:PGC) is an Australian based listed company in the healthcare sector. It is a leading provider of medical equipment, devices, and consumables for the Australian and New Zealand healthcare markets. These are high growth markets driven by the ageing of the population, continuously rising consumer expectations and increasing government spending. By combining a series of strategic acquisitions of class leading companies, Paragon as positioned itself to provide advanced technology solutions including equipment, consumables, and services for acute and ancillary care environments.

Forward-looking statements

This announcement contains or may contain forward-looking statements that are based on Quantum’s and Paragon’s beliefs, assumptions and expectations and on information currently available to Quantum and/or Paragon (as applicable).

All statements that address operating performance, events or developments that Quantum and/or Paragon or their respective directors expect or anticipate will occur in the future are forward-looking statements, including, without limitation, statements as to the expectations of Quantum and/or Paragon of the benefits of the Scheme.

Quantum and Paragon believes that these forward-looking statements are reasonable as and when made. You should not place undue reliance on forward-looking statements because they speak only as of the date when made. Quantum and Paragon do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No assurance or guarantee is, or should be taken to be, given in relation to, and no reliance should be placed on, the future business performance or results of Paragon or Quantum or the likelihood that the current assumptions, estimates or outcomes will be achieved. Actual results, developments or events could differ materially from those disclosed in the forwardlooking statements.

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Attachment – Court orders

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Form 43 UCPR 36.11

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Issued: 1 February 2022 6:03 PM

JUDGMENT/ORDER

COURT DETAILS

Court Supreme Court of NSW Division Equity List Corporations List Registry Supreme Court Sydney Case number 2021/00318441 TITLE OF PROCEEDINGS First Plaintiff QUANTUM HEALTH GROUP LIMITED ABN 19003677245

First

DATE OF JUDGMENT/ORDER Date made or given 1 February 2022 Date entered 1 February 2022

TERMS OF JUDGMENT/ORDER

VERDICT, ORDER OR DIRECTION:

Hearing of Originating Process filed 9 November 2021. Second Court hearing.

• Black J grants leave for Paragon Care Limited to appear under r 2.13 of the Supreme Court (Corporations) Rules.

Black J makes orders in accordance with the Short Minutes of Order initialled by him and placed on the file.

THE COURT ORDERS THAT:

1. Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act), the scheme of arrangement (Scheme) between the plaintiff and the holders of fully paid ordinary shares in the capital of the plaintiff, in the form of pages 184-200 of Exhibit ‘AWP-1’ to the affidavit of Anna Wu Pietruszka affirmed on 28 January 2022, be approved.

2. Pursuant to section 411(12) of the Corporations Act, the plaintiff be exempted from compliance with section 411(11) of the Corporations Act in respect of the Scheme.

3. These orders be entered forthwith.

cbeames001

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SEAL AND SIGNATURE

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Signature Chris D'Aeth Capacity Principal Registrar Date 1 February 2022

If this document was issued by means of the Electronic Case Management System (ECM), pursuant to Part 3 of the Uniform Civil Procedure Rules (UCPR), this document is taken to have been signed if the person’s name is printed where his or her signature would otherwise appear.

FURTHER DETAILS ABOUT Plaintiff(s)

First Plaintiff Name QUANTUM HEALTH GROUP LIMITED ABN 19003677245 Address 22-34 ROSEBERY Avenue ROSEBERY NSW 2018 Telephone Fax E-mail Client reference

Legal representative

Name Christopher Beames Practicing certificate number P8368 Address Johnson Winter & Slattery Level 9 211 Victoria Square GPO Box 9831 ADELAIDE SA 5000 DX address Telephone 0882397143 Fax Email christopher.beames@jws.com.au Electronic service address christopher.beames@jws.com.au

FURTHER DETAILS ABOUT (s)

cbeames001

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