PARAGON CARE LIMITED — Proxy Solicitation & Information Statement 2008

Apr 29, 2008

Citrofresh® - The only natural choice.

30 April 2008. Page 1 of 12

Australian Securities Exchange Company Announcements Office Level 45, South Tower Rialto 525 Collins Street MELBOURNE VIC 3000

CITROFRESH INTERNATIONAL LIMITED (ASX Code: CTF) NOTICE OF GENERAL MEETING AND PROXY FORM

Citrofresh International Limited is to convene a general meeting of shareholders on Friday, 6th June 2008.

The Notice of Meeting and Proxy Form follow.

John Osborne Company Secretary

CITROFRESH INTERNATIONAL LIMITED ABN 76 064 551 426

NOTICE OF GENERAL MEETING

and

EXPLANATORY NOTES

• Date: Friday, 6th June 2008
• Time: 10:00 a.m.
• Place: Lifetime Planning Pty Ltd 700 High Street Kew East VIC 3102

Citrofresh® - The only natural choice.

30 April 2007

Dear Shareholder,

The Company is pleased to enclose a notice of meeting ("Notice of Meeting") for a general meeting of shareholders of the Company ("General Meeting") to be held at the office of Lifetime Planning Pty Ltd, 700 High Street, Kew East Victoria 3102 at 10:00 a.m. on Friday, 6th June 2008.

The General Meeting has been called to:

• 1. Approve the change of the Company's name to Paragon Care Limited:
• 1. Approve a change in the nature of the Company's activities that will result from the implementation of the six point strategic plan and the acquisition of Lifetime Planning Pty Ltd:
• 1. Approve the placement of new CTFOA options to holders of CTFO options due to expire on 15 May 2008; and
• 1. Approve the directors of the Company taking part or all of any shortfall of new CTFOA options offered, as referred to above.

As previously foreshadowed, the Company is now implementing its plans to diversify away from its dependence upon Citrofresh product. The Company has developed a six point strategic plan which identifies complementary services to the health and aged care market, and is currently pursuing several opportunities in this regard.

This General Meeting has been called to seek approval consistent with ASX Listing Rules to implement the foreshadowed changes.

I look forward to seeing you at the meeting.

Yours Sincerely,

Shane Tanner Chairman Citrofresh International Limited NOTICE IS GIVEN that a General Meeting of Citrofresh International Limited ("Company") will be held at 10:00 a.m. on Friday, 6th June 2008 at the office of Lifetime Planning Pty Ltd, 700 High Street , Kew East Victoria 3102.

The enclosed Explanatory Notes and proxy form accompany and form part of this Notice of Meeting. The Explanatory Notes provide additional information on the resolutions to be considered at the General Meeting that the Company believes to be material to shareholders in deciding whether or not to pass the resolutions.

BUSINESS

To consider and, if thought fit, pass separately each of the following resolutions:

SPECIAL RESOLUTION 1 -Change of Company name.

"That, for the purpose of Section 157(1) of the Corporations Act and for all other purposes, approval is given for the Company to change its name from Citrofresh International Limited to Paragon Care Limited."

RESOLUTION 2 -Change to nature and scale of Company activities.

"That, for the purposes of ASX Listing Rule 11.1 and for all other purposes, approval is given for the Company to change its activities as described in the Explanatory Notes accompanying this Notice of Meeting, with the effect that (among other things) the implementation of the six point strategic plan is approved."

RESOLUTION 3 -Issue of New Options

"That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to thirty four million twelve thousand and eighty-five (34,012,085) options on the terms and to the persons set out in the Explanatory Notes accompanying this Notice of Meeting and to place any shortfall with third parties."

RESOLUTION 4 -Directors may acquire shortfall of New Option issue.

"That, subject to the passing of resolution 3, for the purpose of ASX Listing Rule 10.11 and for all other purposes, approval is given for Messrs Tanner, Simari and Newton (or entities associated with them), each being a director of the Company, to participate in all or part of any shortfall from the proposed offer of New Options referred to in Resolution 3, up to a maximum of five million (5,000,000) New Options for each of Messrs Tanner, Simari and Newton (or entities associated with them)."

To transact any other ordinary business that may legally be brought forward in accordance with the Constitution.

Shareholders who do not plan to attend the meeting are encouraged to complete and return the proxy form accompanying this Notice of Meeting.

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

BY ORDER OF THE BOARD John Osborne Company Secretary Citrofresh International Limited Melbourne, Victoria 30 April 2008

PROXIES

Each shareholder entitled to attend and vote at the General Meeting has the right to appoint a proxy. 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. If no proportion or number is specified, then each proxy will be entitled exercise half of votes.

The proxy form (together with any power of attorney or together authority under which the form is signed) must be received at, or sent by facsimile transmission to, the Company's office below, no less than 48 hours before the time for holding the General Meeting, or adjourned meeting as the case may be, at which the proxy named in the proxy form proposes to vote:

Registered Office:	Level 1, 71 Queens Road Melbourne, VIC Australia 3004
Facsimile Number:	(61 3) 9520 3050
Postal Address:	Level 1, 71 Queens Road Melbourne, VIC Australia 3004

The proxy form must be signed by the shareholder or the shareholder's attorney duly authorised in writing or, if the shareholder is a corporation, in a manner permitted by the Corporations Act.

Shareholders are urged to complete any one of the "for", "against" or "abstain" boxes on the proxy form thereby giving a directed proxy which then can be voted in accordance with your wishes.

VOTING ENTITLEMENTS

For the purposes of the General Meeting, the Company has determined that holders of ordinary shares registered as at 7:00 p.m. Wednesday, 4th June 2008 will be eligible to vote.

On a show of hands, every person present and qualified to vote shall have one vote. If shareholders appoint one proxy then that proxy may vote on a show of hands. However, if shareholders appoint two proxies, neither may vote on a show of hands.

If a shareholder appoints a proxy who is also a shareholder or also a proxy for another shareholder, that shareholder's proxy directions may not be effective on a show of hands. However, upon a poll and upon a proxy voting on the poll, a voting direction will be fully counted.

VOTING EXCLUSION STATEMENTS

Shareholders' attention is drawn to the voting exclusion statements set out in the Explanatory Notes accompanying this Notice of Meeting.

CITROFRESH INTERNATIONAL LIMITED ABN 76 064 551 426

EXPLANATORY NOTES

INTRODUCTION

These Explanatory Notes provide additional information on the resolutions set out in the Notice of Meeting that the Company believes is material to shareholders in deciding whether or not to pass those resolutions.

SUMMARY OF PROPOSALS

SPECIAL RESOLUTION 1 – CHANGE OF COMPANY NAME

The new name of the Company proposed to be adopted under Special Resolution 1 is "Paragon Care Limited". The directors believe that this new name more accurately reflects the nature and focus of the Company's future operations. The Company remains entitled to royalties from the sales of the Citrofresh® range of products, however it is expected to diminish in importance into the future.

Section 157(1) of the Corporations Act requires a company to pass a special resolution at a general meeting of shareholders to adopt a new name. A special resolution is a resolution that must be passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.

Board recommendation

In respect of Special Resolution 1, all directors support and recommend the resolution.

RESOLUTION 2 – CHANGE TO NATURE AND SCALE OF COMPANY ACTIVITIES

As noted in the Company's 2007 Annual Report, the directors have determined that the shareholders' interests will be best served by the Company no longer being solely dependent upon Citrofresh® products for its future. The directors consider that new investments or businesses could be operated in parallel to the existing business of owning and receiving an income stream from the international sale of, and distribution of rights to, Citrofresh® products. The directors believe that shareholder value can be maximised by expanding the current nature and scale of the Company's activities and utilising the Company's listed status to take advantage of opportunities in complementary services to the health and aged care market that are outside the current nature and scale of the Company's activities. The Company's strategy is to draw together under one umbrella a host of services from common markets.

Accordingly, the Company has developed a six point strategic plan which identifies complementary services and products to the health and aged care market. Under the six point strategic plan, the Company will look to expand the nature and scale of its activities with the view to offering some or all of the following of complementary services and products in the future:

• 1. Transition to aged care facilities. Services to assist the transition from independent living to aged or health care facilities including the provision of financial services such as investment advice and investment products directed to assist in the transition.
• 1. Aged care resident services. Health products and services including the offering of an array of allied health products and services for provision to residents in aged and health care facilities.
• 1. Aged care facility services. Services to enhance the management and operation of aged and health care facilities including Occupational Health & Safety consultancy services and services that have a high relevance to the effective operation of aged and health care facilities.
• 1. Education and training. The aged and health care sectors are labour-intensive but also highly regulated. Increasingly people working in the sector need accreditation, upgrading skills and refresher education. The Company sees this as a major future opportunity and will be searching for appropriate businesses that offer accreditation, training and education services.
• 1. Recruitment. Services for the recruitment, placement and provision of temporary workforces to both aged and healthcare facility operators and to people who have participated in training programs.
• 1. Products and materials. The provision of products and materials to the industry including the ongoing ownership of the Citrofresh® products sales and marketing rights. Citrofresh® products have a significant opportunity for infection management and control in aged and healthcare facilities. The Company will seek to identify a range of other products, from prosthetics for aged care residents through to appliances used in aged and healthcare facilities.

The Company is presently evaluating a number of business opportunities that are consistent with the sixpoint strategic plan. Specific announcements will be made regarding those opportunities in due course. It is proposed that implementation of the plan will be financed through the issue of further equity securities to raise fresh working capital and as part consideration for acquisitions. The Company will also borrow funds to facilitate the planned expansion.

The Company announced on 3rd April that it had purchased the Lifetime Planning Pty Ltd ("Lifetime Planning") business from Over Fifty Group Limited for total consideration of \$600,000. The acquisition of Lifetime Planning is consistent with the six point strategic plan. Lifetime Planning provides financial services to people of pension age who are considering a move into aged care and retirement village accommodation. The need to provide expert advice to this growing section of our community has never been greater, as the population continues to age, with an estimated prediction that the population of Australians aged 65 and over is projected to grow substantially in coming years. The purchase price was funded by a combination of cash and bank debt. No new securities are required to be issued as a result of this transaction. It is expected that this business will be earnings positive in the year ended 30 June 2009.

In order to provide such services, Lifetime Planning is required to hold or otherwise operate under an Australian Financial Services Licence ("AFSL"). Given the size of the Lifetime Planning business, the directors have determined that it will be more cost effective for Lifetime Planning to operate under another AFSL rather than obtain its own. Once Lifetime Planning gets to a sufficient size and scale, it will obtain its own AFSL.

Interprac Financial Planning Pty Ltd ("Interprac"), of which Mr Simari, a non-executive director of the Company, is a minority shareholder and director, has an AFSL. The Company has entered into an arms length agreement with Interprac on commercial terms for Lifetime Planning to operate under Interprac's AFSL.

The agreement between the Company and Over Fifty Group Limited to acquire the Lifetime Planning business was not conditional upon shareholder approval. If the shareholders do not approve Resolution 2, the Company will on-sell the Lifetime Planning business to a third party that has made a firm offer to acquire the business for \$600,000, the same consideration paid by the Company for the business.

Chapter 11 of the ASX Listing Rules requires the Company to obtain shareholder approval if it proposes to make a significant change to the nature or scale of its activities and to provide full details of such changes to ASX. The principal activity of the Company to date has been the sale, marketing and distribution of Citrofresh products.

Resolution 2 seeks shareholder approval for the Company to change the nature and scale of its activities with effect that the implementation of the six point strategic plan and the acquisition of the business of Lifetime Planning are approved and within the nature and scale of the Company's activities.

Related parties

Under chapter 2E of the Corporations Act, the Company must obtain shareholder approval to enter into a transaction that will provide a financial benefit to a related party such as a director, unless the transaction is reasonable in the circumstances and on arms length terms.

Messrs Tanner and Newton have determined that the agreement entered into by the Company with Interprac, an entity associated with Mr Simari, does not require shareholder approval as it is reasonable in the circumstances and is on arm's length terms.

Voting exclusion statement

The Company will disregard any vote cast on Resolution 2 by any person, or an associate of that person, who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

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.

Accordingly, the Company will disregard any vote cast on Resolution 2 by Messrs Simari and Crole and Interprac and any entity associated with them, as they stand to obtain a benefit from the passing of that resolution.

Board recommendation

.

In respect of Resolution 2, Messrs Tanner and Newton support and recommend the resolution. Mr Simari, has abstained from making a recommendation as Interprac is an entity associated with Mr Simari and stands to obtain a benefit from the passing of that resolution.

RESOLUTION 3 – ISSUE OF NEW OPTIONS

The Company has on issue 34,012,085 options exercisable by 15 May 2008 at 25 cents per option ("CTFO Options"). There is a high probability that the CTFO Options will expire and not be exercised.

In June 2007 the Company offered all ordinary shareholders the opportunity to participate in a nonrenounceable rights issue under which one bonus option exercisable by 31 May 2012 at 2 cents per share was granted for every 2 ordinary shares in the Company subscribed for ("CTFOA Options").

The Company now proposes to place up to 34,012,085 options at 1.0 cent per option ("New Options") by offering them to the holders of CTFO Options as at 15 May 2008. The directors have determined not to participate in the initial placement of CTFO Optionholders. However, the directors may, subject to the passing of Resolution 4, elect to take up part or all of any shortfall up to a maximum of 15 million New Options. An offer document setting out the precise terms of the placement will be sent to the relevant persons. Under the terms of the placement, holders of CTFO Options will be given the opportunity to apply for New Options equivalent to the number of CFTO Options held. Holders of less than 10,000 CTFO Options will have priority to acquire up to 10,000 New Options out of any shortfall. The directors will reserve the right to place any shortfall with third parties at their discretion.

The New Options will be placed with third parties no later than 22 August 2008. If shareholders approve the directors of the Company participating in the shortfall (see Resolution 4 and the explanation below), they will be required to subscribe and have the New Options issued to them within one (1) month from the date of the general meeting of Citrofresh shareholders approving the issue to directors (or entities associated with them).

The New Options will be exercisable by 31 May 2012 at an exercise price of 2.0 cents per option. The terms of the New Options will be the same terms as the CTFOA Options currently quoted on ASX. A copy of these terms will be sent free of charge to any shareholder on request. Once granted, the New Options will rank equally with existing CTFOA Options and the Company will apply to ASX for quotation of the New Options as CTFOA Options.

The Company will raise up to \$340,000 (before expenses) under the placement. After expenses, any funds raised will be used to contribute to the working capital of the Company and, subject to the passing of Resolution 2, to help the Company expand into new activities in accordance with its six point strategic plan.

ASX Listing Rule 7.1 requires the Company to obtain shareholder approval to issue equity securities (including options) that exceed 15% of the ordinary securities on issue 12 months before the date of the proposed new issue. The term "securities" is defined in the ASX Listing Rules to include shares and options to acquire shares.

The Company has on issue 105.3 million ordinary shares. The proposed offer of up to 34,012,085 New Options will exceed the 15% of the shares on issue in the Company.

Resolution 3, seeks shareholder approval for the Company to grant up to 34,012,085 New Options in excess of the 15% limit and to place any shortfall with third parties.

Voting exclusion statement

The Company will disregard any vote cast on Resolution 3 by any person, or an associate of that person, who may participate in the proposed issue and any person, or an associate of that person, who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

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.

Accordingly, the Company will disregard any vote cast on Resolution 3 by holders of CTFO Options, including Messrs Newton, Tanner and Simari, or any entities associated with them, as they stand to obtain a benefit from the passing of this resolution.

Board recommendation

In respect of Resolution 3, all directors support and recommend the resolution.

RESOLUTION 4 – DIRECTORS MAY ACQUIRE SHORTFALL OF NEW OPTION ISSUE

The placement of New Options, if approved by shareholders, will not be underwritten. If there is a shortfall, the directors will reserve the right, at their discretion, to place the shortfall to third parties. No New Options will be placed at a price less than the 1.0 cents per New Option. The directors may wish to take up part or all of any shortfall up to a maximum of 5 million New Options for each of the three director, being Messrs Tanner, Simari and Newton.

The New Options will be issued to directors or entities associated with them within one (1) month from the date of the general meeting of Citrofresh shareholders approving the issue to directors. The funds raised will be used by the Company as set out above in the Explanatory Notes to Resolution 3.

ASX Listing Rule 10.11 requires the Company to obtain shareholder approval to issue equity securities (including options) to a related party such as a director.

Resolution 3, seeks shareholder approval for the Company to place any shortfall from the placement, up to a maximum of 15 million New Options to the directors, with not more than 5 million New Options to any one of the three directors or entities associated with them. If approval is given, further approval of the issue of directors is not required under ASX Listing Rule 7.1.

Voting exclusion statement

The Company will disregard any vote cast on Resolution 4 by any person, or an associate of that person, who is to receive securities in relation to the Company under that resolution.

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.

Accordingly, the Company will disregard any vote cast on Resolution 4 by the directors of the Company, Messrs Tanner, Simari and Newton and any entities associated with them, as they may receive securities in the Company as a result of the passing of this resolution.

Board Recommendation

In respect of Resolution 4, all the directors stand to obtain a benefit from the passing of the resolution, in which case all the directors have abstained from making any recommendation.

This Explanatory Note is dated 30 April 2008.

John Osborne Company Secretary Citrofresh International Limited

Citrofresh International Limited ACN 064 551 426 PROXY FORM

Name Shareholder / Securityholder

- Name and address of securityholder of Citrofresh
International Limited.

Appointment of Proxy

I/We being a member/s of Citrofresh International Limited and entitled to attend and vote hereby appoint

OR The Chair of the Meeting (mark with an "X")

If you are not appointing the Chair of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

Or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Citrofresh International Limited to be held at the office of Lifetime Planning Pty Ltd, 700 High Street, Kew East VIC 3102 at 10:00 am on Friday, 6th June 2008 and at any adjournment of that meeting.

Voting directions to your proxy – please mark ⌧ to indicate your directions	For	Against	Abstain*
Special Resolution 1 – Change of Company name
Resolution 2 – Change to nature of Company activities
Resolution 3 – Issue of New Options
Resolution 4 – Approval of Directors participating in shortfall of New Option issue
If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box.

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of resolutions 2, 3 & 4 and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions above to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Dated: //2008	___Contact Name	_______Daytime Telephone

Where your intention has not been indicated above, the Chair of the Meeting intends to vote undirected proxies in favour of each of the resolutions. * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

1 Appointment of a Proxy

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chair of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

2 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

3 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together.

4 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the securityholders must sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the Registered Office of Citrofresh International Limited shown below no later than 10:00 a.m. on 4 June 2008.

_____________________________________________________________________________________________________

Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged:

IN PERSON: Registered Office – Level 1, 71 Queens Road, Melbourne Victoria 3004 BY MAIL: Registered Office - Level 1, 71 Queens Road, Melbourne Victoria 3004 BY FAX (61 3) 9520 3050