PARAGON CARE LIMITED — Proxy Solicitation & Information Statement 2003

Apr 16, 2003

30 Ledgar Road, Balcatta, Western Australia 6021 PO Box 717, Balcatta, Western Australia 6914 Telephone +618 9240 2027 Facsimile +618 9240 2406 ABN: 76 064 551 426

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the members of Plexus International Ltd ("Plexus" or "the Company") will be held on Wednesday, 21 May 2003 at 11am at the offices of Horwath Perth, 128 Hay Street, Subiaco, Western Australia.

Information on the proposals to which the resolutions set out below relate is contained in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.

AGENDA

SPECIAL BUSINESS

To consider and, if thought fit, pass, with or without amendment the following resolutions as ordinary resolutions.

$\mathbf{f}$ Resolution 1 - Consolidation of Capital

"That, in accordance with section 254H of the Corporations Act 2001, the Company's Constitution and for all other purposes:

• the issued capital of the Company be altered by consolidating and dividing all of the fully $(a)$ paid ordinary shares on issue on the basis that every fourteen (14) fully paid ordinary shares in the capital of the Company be consolidated into one (1) fully paid ordinary share in the capital of the Company; and
• where this consolidation results in a fraction of a share, the directors of the Company be (b) authorised to round that fraction up to the nearest whole share."

$\overline{2}$ Resolution 2 - Issue of Securities to Vienna Holdings Pty Ltd

"That, for the purposes of Australian Stock Exchange Ltd ("ASX") Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to allot and issue 2,500,000 fully paid ordinary shares in the capital of the Company (on a post consolidation basis) at an issue price of 4 cents per share and 2,500,000 free attaching options to subscribe for shares on the terms and conditions noted in Annexure A, to Vienna Holdings Pty Ltd upon conversion of a convertible note previously issued to Vienna Holdings Pty Ltd, as more particularly described in the Explanatory Memorandum forming part of the notice of this meeting."

Note:

• In accordance with ASX Listing Rule 7.3.8, any votes cast on resolution 2 (other than (i) by a person as $(1)$ proxy for a member who is entitled to vote, in accordance with the directions on the relevant proxy form, or (ii) by the chairman of the meeting as an undirected proxy for a member who is entitled to vote) by Vienna Holdings Pty Ltd, any person who might obtain a benefit (except a benefit solely in the capacity of a security holder) or their associates, will be disregarded.
• The shares referred to in resolution 2 are fully paid ordinary shares, which will, from their date of allotment, $(2)$ rank pari passu in all respects with all other fully paid ordinary shares in the Company then on issue.

$\overline{\mathbf{3}}$ Resolution 3 – Placement of Shares and Options

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, the directors be authorised to issue up to $11.500.000$ fully paid ordinary shares in the Company (on a post consolidation basis) at a price of 4 cents per share, together with 11,500,000 free attaching options to subscribe for shares on the terms and conditions set out in Annexure "A" to the Explanatory Memorandum which accompanies the notice of meeting."

Note:

• (1) The shares referred to in resolution 3 are fully paid ordinary shares which will, from their date of allotment, rank pari passu in all respects with all other fully paid ordinary shares in the Company then on issue
• (2) The shares and options will be issued within 3 months after the date of the general meeting. Allotment and issue of the shares and options will occur progressively.
• (3) In accordance with Listing Rule 7.3.8, any votes cast on resolution 3 (other than (i) by a person as proxy for a member who is entitled to vote, in accordance with the directions on the relevant proxy form, or (ii) by the chairman of the meeting as an undirected proxy for a member who is entitled to vote) by any person who may participate in the proposed placement, any person who might obtain a benefit (except a benefit solely in the capacity of a security holder), and any associate of any of those persons, will be disregarded.

$\overline{4}$ Resolution 4 – Issue of Options

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, the directors be authorised to issue up to 12,693,000 options in the Company (on a post consolidation basis) at an issue price of 0.2 cents per option to subscribe for fully paid ordinary shares in the Company, on the terms and conditions set out in Annexure "A" to the Explanatory Memorandum which accompanies the notice of meeting."

Note:

• The options referred to in resolution 4 are options over fully paid ordinary shares which, if exercised, will $(1)$ rank part passu in all respects with all other fully paid ordinary shares in the Company then on issue.
• $(2)$ The options will be issued within 3 months after the date of the general meeting. Allotment and issue of the options will occur progressively.
• In accordance with Listing Rule 7.3.8, any votes cast on resolution 4 (other than (i) by a person as proxy for $(3)$ a member who is entitled to vote, in accordance with the directions on the relevant proxy form, or (ii) by the chairman of the meeting as an undirected proxy for a member who is entitled to vote) by any person who may participate in the proposed placement, any person who might obtain a benefit (except a benefit solely in the capacity of a security holder), and any associate of any of those persons, will be disregarded.

$\overline{5}$ Resolution 5 - Re-election of Director

"That Mr R N Gajewski, having been appointed a director of the Company since the previous Annual General Meeting, be re-elected as a director."

6 Resolution 6 - Re-election of Director

"That Mr A T Brennan, having been appointed a director of the Company since the previous Annual General Meeting, be re-elected as a director."

PROXIES

In accordance with section 249L of the Corporations Act 2001, members are advised that:

• each member has a right to appoint a proxy;
• the proxy need not be a member of the Company;
• a member 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. If no proportion or number is specified, then in accordance with section $249X(3)$ of the Corporations Act 2001, each proxy may exercise half of the votes
• In accordance with section 250BA of the Corporations Act 2001, the Company specifies the following ٠ information for the purposes of receipt of proxy appointments:

Registered Office	30 Ledgar Road, Balcatta, WESTERN AUSTRALIA 6021
Facsimile Number:	$(618)$ 9240 2406

Each member entitled to vote at the general meeting has the right to appoint a proxy to attend and vote at the meeting on his behalf. The member may specify the way in which the proxy is to vote on each resolution or may allow the proxy to vote at his discretion. The instrument appointing the proxy must be received by the Company at the address specified above at least 48 hours before the time notified for the meeting (proxy forms can be lodged by facsimile).

In accordance with regulation 7.11.38 of the Corporations Regulations 2001, the Company determines that ordinary shares held as at 11am on 19 May 2003 will be taken, for the purposes of the general meeting, to be held by the persons who held them at that time.

By order of the Board

Kenag

Susmit Shah Company Secretary

17 May 2003

Members who do not plan to attend the meeting are encouraged to complete and return a proxy form.

PLEXUS INTERNATIONAL LTD (ACN 064 551 426)

EXPLANATORY MEMORANDUM TO SHAREHOLDERS TO ACCOMPANY NOTICE OF GENERAL MEETING

1. INTRODUCTION

This Memorandum has been prepared for the information of shareholders in Plexus International Ltd (referred to in this Memorandum as the "Company" or "Plexus") in connection with the business to be transacted at the general meeting of the Company to be held on 21 May 2003.

The Company has been in a difficult financial position in the recent past and, with the assistance of corporate advisory firm, Corporate & Resource Consultants Pty Ltd ("CRC"), the Directors have been considering various alternatives to best resolve the situation. The Directors are now putting forward resolutions to consolidate the capital of the Company and to raise new working capital, so as to put the Company in a better position to evaluate and consider new business opportunities.

Following the capital consolidation and raising of working capital, the main asset of Plexus will continue to be its investment in the business of FraudScope, an insurance fraud detection solution that is being trialled by several major insurance groups. Until recently, the business of Fraudscope was conducted through the Company's subsidiary, UK based U-Plex Plc in which the Company holds a 73% interest. Following the recent appointment of administrators to Fords Group plc, which owed U-Plex an amount of GBPE1.87 million, U-Plex has been under severe financial pressure. On the basis of a restructuring plan formulated and promoted by its secured creditor, the FraudScope business has been transferred into a new entity, Brenclose Ltd. The secured creditor and other investors have agreed to invest new funds into the FraudScope business and Plexus will retain a 12% equity interest in Brenclose Ltd. This is an excellent outcome for Plexus in that it has retained a reasonable interest in the FraudScope business, when, under the circumstances, it could well have lost its entire interest given the very strong position of the secured creditor.

Amongst other initiatives taken by the Board to improve the Company's financial position, the Company has recently successfully negotiated the settlement of an outstanding liability of $368,000 by making a full and final payment of $50,000. This payment was made from the proceeds $($100,000)$ of the recent issue of a convertible note - see below for further details.

Following the capital consolidation and in addition to the placement issues (the subject of resolutions 3 and 4) to raise working capital, the directors are also planning to undertake a non renounceable rights issue on a two (2) for three (3) basis at an issue price of 4 cents per share to raise a total of approximately $712,000. A free attaching option (on the same terms and conditions as the options the subject of resolutions 3 and 4) will be issued for each share subscribed in the rights issue. CRC will assist the Company in completing the placement issues and the rights issue, including procuring an underwriter for the rights issue. CRC's obligation to assist with the placement issues and the rights issue is conditional upon shareholder approval to consolidate the share capital as described below.

The directors urge shareholders to support all the resolutions put to them at the forthcoming meeting and believe that, upon successful completion of the transactions contemplated by the resolutions, the Company will be better placed to exploit new business opportunities and add to shareholder value.

2. RESOLUTION 1 - CONSOLIDATION OF CAPITAL

Following consultation with a number of shareholders and stockbrokers, the Directors have concluded that it is appropriate to seek shareholder approval for a share capital consolidation on a ratio of one (1) new share for every fourteen (14) shares currently held. Completion of the share capital consolidation will put the Company in a position to undertake the placement and rights issues referred to elsewhere in this Explanatory Memorandum.

Where fractions arise as a result of the consolidation, the Directors will round that fraction up to the nearest whole number of shares. As from the effective date of the resolution, being the date of the shareholders' Meeting, all holding statements for shares will cease to have effect. After the consolidation becomes effective, the Company will dispatch a notice to shareholders advising them of the number of shares held by them both before and after the consolidation. The Company will also arrange for new holding statements to be issued to shareholders.

Following the capital consolidation, the number of issued shares will be reduced from 177,703,583 to approximately 12,693,113 (subject to rounding).

RESOLUTION 2-ISSUE OF SECURITIES TO VIENNA HOLDINGS PTY LTD $\overline{3}$ .

In March 2003, Vienna Holdings Pty Ltd agreed to provide short term funding of $100,000 to Plexus by way of a convertible note. At its sole discretion, the noteholder may convert the note to 2.5 million fully paid ordinary shares (on a post consolidation basis) at an issue price of 4 cents each with 2.5 million free attaching options (on the terms detailed in Annexure A). The note is secured by way of a charge over all the assets and undertakings of the Company. Interest is payable monthly in arrears and accrues at the rate of 10% per annum, calculated on a daily basis.

If the noteholder chooses not to convert the note, it is redeemable on 30 June 2003. The noteholder has indicated that it is likely to convert the note in the event that the Company successfully completes the share capital consolidation, the subject of resolution 1, and the placement issues, the subject of resolutions 3 and 4.

The proceeds of the note were used to make payment of $50,000 in full and final settlement of a $370,000 liability and the balance is for general working capital of the Company.

Shareholder approval is being sought in accordance with ASX listing rule 7.1 for the future issue, if any, of 2.5 million shares and 2.5 million attaching options in conversion and settlement of the note liability. If the noteholder chooses to exercise its conversion rights, the 2.5 million shares and 2.5 million attaching options will be issued not later than 3 months after the date of shareholder approval.

RESOLUTIONS 3 & 4 - PLACEMENT ISSUE OF SHARES (WITH FREE ATTACHING $4.$ OPTIONS) AND OPTIONS

Approval of Securities Issue

The Company wishes to have the flexibility to make additional placements of securities to raise funds to meet costs associated with assessing new projects and business opportunities, and to provide additional working capital as and when required by the Company.

The Company proposes, for the above purposes, to be able to issue up to 11,500,000 fully paid ordinary shares in the Company (on a post consolidation basis), each share with one free attaching option to acquire a fully paid ordinary share in the Company. The Company also proposes to issue up to 12,693,000 options in the Company (on a post consolidation basis) at an issue price of 0.2 cents per option to acquire fully paid ordinary shares in the Company.

Approvals Required

Under Chapter 7 of the ASX Listing Rules, there are limitations on the capacity of the Company to enlarge its capital by the issue of equity securities.

ASX Listing Rule 7.1 provides generally that a company may not issue securities equal to more than 15% of the company's issued share capital in any 12 months without obtaining shareholder approval.

ASX Listing Rule 7.3 requires the following information to be given to shareholders and approval is sought from shareholders for the issue of securities in the Company on the following terms:

• the allotment and issue of up to 11,500,000 fully paid ordinary shares with 11,500,000 free $(a)$ attaching options and, as a separate allotment and issue, up to 12,693,000 options,

• $(b)$ the securities will be issued not later than 3 months after the date of shareholder approval. The securities will be allotted progressively;

• $(c)$ the shares will be issued at an issue price of 4 cents per share; and the options (other than the free attaching options) will be issued at an issue price of $0.2$ cents per option. The total amount to be raised from these issues will be up to approximately $485,000.

• The Directors in conjunction with CRC will consult with potential investors, but, at this stage, the $(d)$ allottees of the securities have not yet been identified;

• the terms of the securities to be issued are as follows: $(e)$

  • the shares to be issued are fully paid ordinary shares in the Company ranking equally with the existing fully paid ordinary shares in the Company; and
  • the options to be issued are to acquire one share per option at an exercise price of $0.10 per share, exercisable on or before 15 May 2008. Their terms are set out in full in Annexure A; and

• the intended use of the funds raised under the issues is to meet costs associated with assessing new $(f)$ projects and business opportunities, provide additional working capital as and when required by the Company and, if deemed appropriate by the directors, make further investment in the FraudScope business (through Brenclose Ltd).

ASX quotation of options the subject of resolutions 2, 3 and 4 will be sought, subject to compliance with ASX listing criteria. It is anticipated that the Company will be in a position to comply with ASX listing criteria upon a successful completion of the rights issue referred to earlier in this Explanatory Memorandum.

RESOLUTIONS 5 & 6 - RE-ELECTION OF DIRECTORS $\overline{5}$ .

Mr Ron Gajewski and Mr Anthony Brennan were recently appointed directors of the Company. Their appointments were in accordance with the agreement previously entered into with Corporate $&$ Resource Consultants Pty Ltd. Messrs Gajewski and Brennan, being eligible, are seeking re-election at the forthcoming general meeting. Information in relation to these two directors follows:

Ron Norbert Gajewski

Mr Gajewski (42) is a Director of Corporate & Resource Consultants Pty Ltd, a privately owned consultancy firm that specializes in the financing and management of emerging companies.

From June 1996 until September 2001 he was managing Director of ASX listed Spinifex Gold Limited. During this period he oversaw the listing of Spinifex Gold on the ASX and the merging with Vancouver listed East Africa Gold Corporation. Highlights included capital raisings of in excess of $15 million during this period and the negotiation of a $28 million farm-in agreement by a major mining house. For the 4 years prior to this, Mr Gajewski was a principal in the accounting firm Gillard Turner & O'brien.

Anthony Thomas Brennan CA

Mr Brennan (45) is Executive Chairman of Capital Growth Corp Limited, an unlisted investment company which has recently raised approximately $4m with the purpose of investing these funds in a business requiring expansion capital. He is also non-executive Chairman of Gleneagle Gold Limited, a company seeking a listing on the Australian Stock Exchange within the next 6 months. Gleneagle Gold has an extensive tenement holding and a focus on Australian gold production and exploration.

Prior to this he was the Chairman of Dolomatrix International Limited (Dolomatrix), a company specialising in the treatment of hazardous waste. He was the driving influence behind the listing of Dolomatrix on the ASX in July 2001. For the nine years prior to this, Mr Brennan was Managing Director of two listed public companies, Kilkenny Gold N.L. and Mount Edon Gold Mines (Aust) Ltd before that. Before joining Mount Edon Gold Mines (Aust) Ltd, he was a partner in HLB Mann Judd, a nationally affiliated accounting firm, and has gained experience in financial management both in Australia and overseas.

PLEXUS INTERNATIONAL LTD

ANNEXURE A

Terms and Conditions of Options, the subject of Resolutions 2, 3 & 4

• Each Option entitles the holder to subscribe for and be allotted one Share. The exercise price of each $\mathbf{1}$ . Option is $0.10.
• The Options are exercisable at any time prior to 5.00pm WST on 15 May 2008 ("the Expiry Date") $\overline{2}$ . by notice in writing to the Directors accompanied by payment of the exercise price as detailed in $(1)$ above.
• $31$ The Options are transferable.
• $\overline{4}$ . Shares allotted and issued pursuant to the exercise of an Option will be allotted and issued not more than 10 business days after receipt of a properly executed notice of exercise of the Option and payment of the requisite application monies.
• $5.$ All Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's fully paid ordinary shares. The Company will apply for Official Quotation by ASX of all Shares issued upon exercise of the Options within three business days after the date of allotment of those Shares
• There are no participating rights or entitlements inherent in the Options and holders will not be 6. entitled to participate in new issues of capital offered or made to shareholders during the currency of the Options. However, the Company will send a notice to each optionholder at least nine business days before the record date for any proposed issue of capital. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• $7.$ There are no rights to a change in exercise price, or in the number of Shares over which the Options can be exercised, in the event of a bonus issue by the Company prior to the exercise of any Options.
• In the event of any reorganisation of the issued capital of the Company on or prior to the Expiry 8. Date, the rights of an option-holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of the reorganisaton.
• 1. The Company will, at least 20 business days before the Expiry Date, send notices to the optionholders stating the name of the optionholder, the number of Options held and the number of securities to be issued on exercise of the Options, the exercise price, the due date for payment and the consequences of non-payment.

PLEXUS INTERNATIONAL LTD

ANNEXURE B

Proforma Capital Structure of the Company upon completion of various equity issues

	Shares	Options
Securities on issue at the date of this Notice of Meeting	177,703,583
Securities on issue following capital consolidation on a 1 for 14	12,693,113
basis
Placement issue of shares and attaching options	11,500,000	11,500,000
Placement issue of options		12,693,000
Issue of securities upon conversion of Convertible Note	2,500,000	2,500,000
	26,693,113	26,693,000
Rights issue on a 2 for 3 basis	17,795,409	17,795,409
Total securities	44,488,522	44,488,409

PLEXUS INTERNATIONAL LTD (A.C.N. 064 551 426)

PROXY FORM

I/We
Plexus International Ltd, hereby appoint as my/our proxy
01
$\alpha$ , which immunical construction and the construction of the construction of the construction of the construction of the construction of the construction of the construction of the construction of the construction of th

or, failing him, the chairman of the meeting, to vote for me/us at the general meeting of the Company to be held on 21 May 2003 and at any adjournment of that meeting.

This form is to be used in accordance with the directions below. Unless the proxy is directed, the proxy may vote or abstain as he/she thinks fit subject to the statement below and point (iii) of the Instructions below.

If you do not wish to direct your proxy how to vote, please place a mark in the box.

$\Box$

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

RESOLUTIONS		FOR	AGAINST	ABSTAIN
1.	Consolidation of Capital
$2^{2}$	Issue of securities to Vienna Holdings Pty Ltd			П
3.	Placement of shares and attaching options			П
4.	Placement of options			n
5.	Re-election of R N Gajewski			∩
6.	Re-election of A T Brennan			П

INSTRUCTIONS

(i) To direct the proxy to cast all votes covered by this instrument in a particular manner, place a tick or cross in the relevant box.

(ii) To direct the proxy to cast some only of the votes covered by this instrument in respect of an item of business in a particular manner, place in the relevant box either the number of votes to be cast in the manner on a poll or the percentage of the total votes covered by this instrument to be cast in that manner on a poll. This direction, if given, is also an instruction to the proxy to vote according to the proxy's discretion on a show of hands.

(iii) The Chairman intends to vote all undirected proxies in favour of all resolutions.

If the member is an individual member or joint holders:

Usual signature		Usual Signature
Name (printed):		Name (printed):
Dated this	day of	2003.
If the member is a Company:
Executed for and on behalf of
by authority of the directors in the presence of:
Director/Secretary			Director
Name (printed):			Name (printed):
Dated this	day of	2003.