PARAGON CARE LIMITED — Proxy Solicitation & Information Statement 2013

Nov 19, 2013

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PARAGON CARE LIMITED ACN 064 551 426

Notice of General Meeting

(Incorporating an Explanatory Memorandum to Shareholders)

To be held at the offices of Paragon Care Limited Unit 1, 56 Norcal Road, Nunawading, VIC 3131 On Wednesday 18[th] December 2013 at 11:00 a.m. (Melbourne time)

This Notice of General Meeting is dated 20[th] November 2013

This is an important document. The matters raised in this document will affect your shareholding in Paragon Care Limited. You are advised to read this document carefully and in its entirety before the meeting referred to in this document is held. If you have any doubt of how to deal with this document, please consult your legal, financial or other professional adviser.

This notice does not constitute an offer to sell, or a solicitation to buy, any securities (including in the United States or to any U.S. person (as defined in Regulation S under the U. S. Securities Act of 1933, as amended (the "U.S. Securities Act")) ("U.S. Persons"). Securities may not be sold in the United States or to or for the account or benefit of U.S. Persons unless the securities have been registered under the U.S. Securities Act or an exemption from registration is available.

The securities that have been offered, and, subject to shareholder approval, will be sold in Tranche 2 of the Placement, have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States or to or for the account or benefit of U.S. Persons unless the securities are registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available.

PART A: CHAIRMANS LETTER

20 November 2013

Dear Shareholder,

Please find enclosed the following documents in relation to a General Meeting of shareholders of Paragon Care Limited to be held at the offices of Paragon Care Limited Unit 1, 56 Norcal Road, Nunawading, VIC 3131 at 11:00am (Melbourne time) on 18[th] December 2013:

• a) Notice of Meeting (together with an Explanatory Memorandum); and

• b) Proxy Form (together with proxy instructions).

The meeting is being convened for the purpose of seeking shareholder approval for Resolutions which, if approved, will:

• a) ratify the recent placement of shares by the Company to sophisticated / professional investors;

• b) permit the completion of a further placement of shares by the Company to sophisticated / professional investors as part of its overall capital raising;

• c) permit the issue of shares as part consideration of the acquisition of the assets of L R Instruments Pty Ltd and Richards Medical Pty Ltd;

• d) permit the issue of shares in return for release from an obligation to repay borrowings.

Paragon Care Limited intends to use the proceeds of the capital raising to finance the acquisition of the business and assets of the L R Instruments Group.

The Paragon Care Limited Directors unanimously recommend that you vote in favour of the Resolutions, and each Director who holds or controls Paragon Care Limited shares intends to vote those shares in favour of the Resolutions. More information about these recommendations is contained in the Explanatory Memorandum. If you are unable to attend the Meeting you are encouraged to vote by appointing a proxy by completing and returning the personalised proxy form accompanying the Notice of Meeting (see further details in Part B regarding Meeting Details and How to Vote).

Your vote is important regardless of how many Paragon Care Limited shares you own. If you are in any doubt as to what action you should take, you should consult your professional adviser without delay.

If you have any questions in relation to the Notice of Meeting or the Meeting please contact the Company Secretary on 1300 369 559 or at darryl@paragoncare.com.au

Yours faithfully

Shane Tanner Chairman Paragon Care Limited

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PART B:

Paragon Care Limited Notice of General Meeting

Paragon Care Limited ACN 064 551 426 (" Paragon " or the " Company ") gives notice that a General Meeting (" Meeting ") of the members of the Company will be held on Wednesday 18[th] December 2013 commencing at 11:00am (Melbourne time) at the offices of Paragon Care Limited, Unit 1, 56 Norcal Road, Nunawading, VIC 3131, to conduct the business specified below.

The Explanatory Memorandum, which accompanies and forms part of this Notice of Meeting more fully describes the matters to be considered at the Meeting. This Notice of Meeting should be read in conjunction with the Explanatory Memorandum.

Terms used in this Notice of Meeting will, unless the context otherwise requires, have the meaning given to them in the Glossary contained in Part D.

AGENDA

To consider and, if thought fit, pass the following Resolutions as ordinary resolutions:

1. Resolution 1 - Ratification of Tranche 1 of the Placement to sophisticated / professional investors

That, for the purposes of ASX Listing Rules 7.1 and 7.4 and for all other purposes, the shareholders approve and ratify the previous issue of 10,890,000 fully paid ordinary shares in the Company at an issue price of $0.37 per share to sophisticated and professional investors identified by the Company (in conjunction with Halcyon Corporate and CCZ Statton Equities). Such ratification will refresh the ability of the Company to issue further Shares, up to the 15.00% limit, in the next 12 month period without shareholder approval.

2. Resolution 2 - Approval for completion of Tranche 2 of the Placement to sophisticated / professional investors

That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be given to the Company to issue up to 7,360,000 fully paid ordinary shares in the Company at an issue price of $0.37 per share to sophisticated and professional investors identified by the Company (in conjunction with Halcyon Corporate and CCZ Statton Equities), on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.

3. Resolution 3 – Approve the issue of shares for the acquisition of the assets of L R Instruments Pty Ltd and Richards Medical Pty Ltd

That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be given to the Company to issue up to 2,162,163 fully paid ordinary shares in the Company at an issue price of $0.37 per share to Mr Lionel Richards as part consideration for the acquisition of the business and assets of L R Instruments Pty Ltd and Richards Medical Pty Ltd. Mr Richards is the current owner of both Companies. The new shares to be issued will have a nominal value of $800,000 which represents 15% of the total purchase price payable

4. Resolution 4 – Approve the issue of shares in exchange for the release of an obligation to repay borrowings

That, for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval be given to the Company to issue up to 945,946 fully paid ordinary shares in the Company at an issue price of $0.37 per share to JMT Investment Group Vic Pty Ltd as consideration for the release of an obligation for the Company to repay borrowings of $350,000

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5. Other Business

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

VOTING EXCLUSION STATEMENT

Under ASX Listing Rule 14.11, the Company will disregard any votes cast on the respective Resolutions by the following persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
Resolution 1 – Ratification of the previous placement of shares	Any person who participated in the issue, and any associate of any such person
Resolution 2 - Approval for the placement of shares to sophisticated / professional investors	Any person who may participate, or has agreed to participate, in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) if the Resolution is passed, and any associate of any such person
Resolution 3 - Approve the issue of shares for the acquisition of the assets of L R Instruments Pty Ltd and Richards Medical Pty Ltd	Mr Lionel Richards and any person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) if the Resolution is passed, and any associate of any such person
Resolution 4 – Approve the issue of shares in exchange for the release of an obligation to repay borrowings	JMT Investment Group Vic Pty Ltd and any person who may participate in the proposed issue and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary shares) if the Resolution is passed, and any associate of any such person

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 and it is cast 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 and it is cast in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated: 20[th] November 2013

BY ORDER OF THE BOARD OF DIRECTORS

Darryl Levin Company Secretary Paragon Care Limited

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NOTES

These Notes form part of the Notice of Meeting.

1. Materials accompanying this Notice of Meeting

The following materials accompany this Notice of Meeting:

• a) in Part A, a letter from the Chair of Paragon Care Limited regarding this Notice of Meeting and the business to be conducted at the Meeting;

• b) in Part C, the Explanatory Memorandum setting out details relevant to the business set out in this Notice of Meeting;

• c) in Part D, the Glossary; and

• d) a Proxy Form.

2. Voting and required majority

• a. In accordance with section 249HA of the Corporations Act for each of Resolutions 1 through 4

• i. each Resolution must be passed at a meeting of which not less than 28 days written notice has been given (unless consent to short notice has been received); and

• ii. each Resolution must be passed by more than 50% of the votes cast by Shareholders entitled to vote on such Resolution (whether in person or by proxy, attorney or representative).

• b. On a show of hands, subject to the voting exclusion statement, every Shareholder has one vote and, on a poll, every Shareholder has one vote for each Share held.

• c. The Chair will vote all undirected proxies held by the Chair in favour of each Resolution.

3. Shareholders Eligible to Vote

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 the Paragon Care Limited Board has determined that a Shareholder's entitlement to vote at the Meeting will be the entitlement of that Shareholder set out in the register of shareholders as at 7:00pm (Melbourne time) on 16 December 2013 (the " Effective Time ").

4. Proxies and Representatives

• a. All Shareholders at the Effective Time who are entitled to attend and vote at the Meeting may appoint a proxy for that purpose.

• b. A proxy need not be a Shareholder of the Company.

• c. The Proxy Form accompanying this Notice should be used unless you appoint your proxy online as set out in clause 4(h) below.

• d. Each Shareholder who is entitled to cast 2 or more votes at the Meeting may appoint up to 2 proxies and may specify the proportion or number of votes that each proxy is entitled to exercise. If a Shareholder does not specify the proportion or number of that Shareholder's votes each proxy may exercise, each proxy will be entitled to exercise half of the votes. An additional proxy form will be supplied by the Company on request.

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• e. Shareholders wishing to appoint a proxy should read the instructions on the Proxy Form carefully and then complete and return the Proxy Form to the Company by the due date and time set out in clause 4(h) below and the Proxy Form.

• f. Any Shareholder may appoint an attorney to act on its behalf. The power of attorney, or a certified copy of it, must be received by the Company as set out in clause 4(h) below.

• g. Any corporation which is a Shareholder of the Company may appoint a representative to act on its behalf. Appointments of representatives must be received by the Company as set out in clause 4(h) below at any time before the time of the meeting, or adjourned meeting, or at the meeting.

• h. Proxies and powers of attorney granted by Shareholders must be received by the Company by no later than the at 11:00am (Melbourne time) on 16 December 2013:

• i. Online at www.linkmarketservices.com.au

ii. By mail to Paragon Care Limited, C/- Link Market Services Limited, Locked Bag A14, Sydney South, NSW 1235, Australia; or

• iii. by fax +61 2 9287 0309; or

• iv. by hand to Link Market Services Ltd, 1A Homebush Bay Drive, Rhodes, NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

.

Please refer to the Proxy Form accompanying this Notice of Meeting for more information.

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PART C: EXPLANATORY MEMORANDUM

1. Introduction

1.1 General

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting. It forms part of the Notice of Meeting and must be read together with that notice.

1.2 Purpose of the Meeting

The purpose of the Meeting is to consider and vote on the Resolutions.

1.3 Entire document

Shareholders are encouraged to read this document in its entirety before making a decision on how to vote on the Resolutions being considered at the Meeting. If you have any doubt how to deal with this document, please consult your legal, financial or other professional advisor.

1.4 Glossary

Certain terms and abbreviations used in the Explanatory Memorandum have defined meanings, which are set out in the Glossary contained in Part D.

2. Background

On 13 November 2013, the Company announced the acquisition of L R Instruments and Richards Medical to be financed by way of a cash payment and shares in the Company. The cash component will be funded by way of a placement of shares to sophisticated and professional investors ("Placement"); and;

The Placement is being conducted in two parts:

• a) the first tranche, which has already been completed, involved the issue of 10,890,000 Shares to professional and sophisticated investors to raise $4,029,300 (" Tranche 1 "); and

• b) the second tranche, which was conducted together with Tranche 1 of the Placement, which will be completed following the Meeting (if Resolution 2 is approved), involves the subscription for 7,360,000 Shares to raise up to a further $2,723,200 (" Tranche 2 ").

The subscription price of the Shares under the Placement (both Tranches 1 and 2 of the Placement) is $0.37 per Share.

The Shares forming part of Tranche 1 of the Placement were subscribed for by sophisticated and professional investors identified by the Company (in conjunction with Halcyon Corporate and CCZ Statton Equities). The Shares issued under Tranche 1 of the Placement represent 24.99% of the Company's total issued Shares at the date of the Notice of Meeting.

The Shares issued under Tranche 1 of the Placement were issued by the Company within the limit of 15.00% of its issued capital that the Company may issue in any 12 month period without shareholder approval together with the 10.00% of its issued capital that the Company may issue pursuant to shareholder approval received at the Company’s Annual General Meeting in accordance with Listing Rule 7.1A. If Resolution 1 is approved, the issue of Tranche 1 Shares will be ratified, which ratification will refresh the ability of the Company to issue further Shares, up to the 15.00% limit, in the next 12 month period without shareholder approval.

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If Resolution 2 is approved, the Company will complete Tranche 2 of the Placement and will raise a further amount of $2,723,200 from the issue of a further 7,360,000 Shares under Tranche 2 of the Placement. If Resolution 2 is approved, the Shares issued under Tranche 2 of the Placement will not be counted within the limit of 15.00% of the issued capital of the Company that may be placed by the Company without shareholder approval in the next 12 month period.

The Company intends to use the proceeds of the Capital Raising to fund the acquisition of L R Instruments and Richards Medical and to fund working capital requirements of these businesses.

3. Business of the Meeting

3.1 RESOLUTION 1: RATIFICATION OF TRANCHE 1 OF THE PLACEMENT TO SOPHISTICATED / PROFESSIONAL INVESTORS.

Summary of Tranche 1 of the Placement

On 12 November 2013, the Company completed a placement of 10,890,000 Shares to sophisticated and professional investors to raise $4,029,300 (before raising expenses). This represents 24.99% of the Company’s issued shares, approximately 15% under the provisions of Listing Rule 7.1 which allows a listed Company to issue during a 12 month period, without shareholder approval, up to 15.00% of the number of securities on issue at the commencement of that 12 month period and approximately 10% under the provisions of Listing Rule 7.1A as approved by Shareholders at the Company’s last Annual General Meeting.

Shareholder approval

Listing Rule 7.1 provides that a listed company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15.00% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 provides that an issue of securities made by a listed company without the prior approval of its shareholders may be treated as having been made with shareholder approval if:

• a) at the time the issue took place, it did not breach Listing Rule 7.1 ; and

• b) the shareholders of the company, in general meeting, subsequently ratify the issue of the shares.

Accordingly, as part of Tranche 1 of the Placement was made in accordance with Listing Rule 7.1, Resolution 1 is proposed for the purpose of ratifying the issue of the Tranche 1 Shares and thereby refreshing the Company’s ability to issue securities up to the 15.00% limit in any subsequent 12 month period.

Listing Rule 7.5 requires the following information concerning the issue of the Tranche 1 Shares be included in the Notice of Meeting:

• Number of securities issued

The number of Shares issued under Tranche 1 of the Placement was 10,890,000.

• The issue price of the securities

The Shares issued under Tranche 1 of the Placement were issued at $0.37 per Share.

• Name of allottees (if known) or the basis on which allottees will be identified or selected

The allottees are restricted to sophisticated and professional investors associated with or introduced to the Company by Halcyon Corporate and CCZ Statton Equities.

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• Terms of the securities

The Shares comprising Tranche 1 of the Placement are fully paid ordinary shares which rank equally with all other existing Shares from the date of issue.

• Intended use of funds raised

The funds raised by the Placement (including the issue of the Tranche 1 Shares) will be used by the Company to fund the acquisition of L R Instruments and Richards Medical and provide working capital for these businesses.

• Voting exclusion statement

A voting exclusion statement relating to Resolution 1 is included in the Notice of Meeting.

Effect of Shareholder approval

If approved, Resolution 1 will result in the ratification of the issue of the 10,890,000 Tranche 1 Shares, and will refresh the ability of the Company to issue further Shares up to the limit of 15.00% of its issued capital in the next 12 month period without shareholder approval.

3.2 RESOLUTION 2: APPROVAL FOR TRANCHE 2 OF THE PLACEMENT TO SOPHISTICATED / PROFESSIONAL INVESTORS.

Summary of Tranche 2 of the Placement

Tranche 2 of the Placement has already been conducted at the same time as Tranche 1 of the Placement was conducted, and will complete if it is approved by Shareholders at the Meeting. If completed, the Company expects to raise a further $2,723,200 from the issue of a 7,360,000 Shares under Tranche 2 of the Placement.

Shareholder approval

Listing Rule 7.1 provides that a company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15.00% of the number of securities on issue at the commencement of that 12 month period.

If Resolution 2 is approved by Shareholders, Resolution 2 will permit the Company to issue up to a further 7,360,000 Shares to sophisticated and professional investors without the issue of Shares impacting on the 15.00% limit under Listing Rule 7.1. If Resolutions 1 and 2 are approved, this will refresh the ability of the Company to issue further Shares up to the limit of 15.00% of its issued capital in the next 12 month period without shareholder approval.

Listing Rule 7.3 requires the following information concerning the issue of the Tranche 2 Shares to sophisticated and professional investors be included in the Notice of Meeting:

• Number of securities to be issued

The number of Shares to be issued under Tranche 2 of the Placement will be 7,360,000.

• Date by which the entity will issue the securities

No Shares will be issued to any such person more than three months after the date of the Meeting.

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• The issue price of the securities

The Shares will be issued at $0.37 per Share.

• Name of allottees (if known) or the basis upon which allottees will be identified or selected

The allottees will be restricted to sophisticated and professional investors associated with or introduced to the Company by Halcyon Corporate and CCZ Statton Equities.

• Terms of the securities

The Shares to be issued under Tranche 2 of the Placement are fully paid ordinary shares which will rank equally with all other existing Shares from the date of Issue.

• Intended use of funds raised

The funds raised by the Placement (including the issue of the Tranche 1 Shares) will be used by the Company to fund the acquisition of L R Instruments and Richards Medical and provide working capital for these businesses.

• Voting exclusion statement

A voting exclusion statement relating to Resolution 2 is included in the Notice of Meeting.

Effect of Shareholder approval

If approved, Resolution 2 will permit the Company to issue a further 7,360,000 Shares at $0.37 per Share without this issue of Shares impacting on the 15.00% limit under Listing Rule 7.1. These Shares will represent 16.89% of the Company's total issued Shares as at the date of the Notice of Meeting

3.3 RESOLUTION 3: APPROVE THE ISSUE OF SHARES FOR THE ACQUISITION OF THE ASSETS OF L R INSTRUMENTS PTY LTD AND RICHARDS MEDICAL PTY LTD

Summary of shares to be issued as part of purchase consideration

It is proposed to issue Shares in the Company to the vendor of the businesses of L R Instruments and Richards Medical in part consideration for the purchase of the assets in these businesses The total purchase price of these businesses is $5.3 million of which part will be paid by the issue of 2,162,163 fully paid ordinary shares with a nominal value of $0.37 per share, totaling $800,000.This represents 15% of the total purchase price.

Shareholder approval

Listing Rule 7.1 provides that a company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15.00% of the number of securities on issue at the commencement of that 12 month period.

If Resolution 3 is approved by Shareholders, Resolution 3 will permit the Company to issue up to a further 2,162,163 Shares to Mr Lionel Richards without the issue of Shares impacting on the 15.00% limit under Listing Rule 7.1.

Listing Rule 7.3 requires the following information concerning the issue of these Shares to Mr Lionel Richards be included in the Notice of Meeting:

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• Number of securities to be issued

The number of Shares to be issued will be 2,162,163.

• Date by which the entity will issue the securities

No Shares will be issued to any such person more than three months after the date of the Meeting.

• The issue price of the securities

The Shares will be issued at $0.37 per Share.

• Name of allottees (if known) or the basis upon which allottees will be identified or selected

The allottee will be Mr Lionel Richards.

• Terms of the securities

The Shares to be issued are fully paid ordinary shares which will rank equally with all other existing Shares from the date of Issue.

• Intended use of funds raised

The funds raised by issue of these shares will be used by the Company to part fund the acquisition of L R Instruments and Richards Medical

• Voting exclusion statement

A voting exclusion statement relating to Resolution 3 is included in the Notice of Meeting.

Effect of Shareholder approval

If approved, Resolution 3 will permit the Company to issue a further 2,162,163 Shares at $0.37 per Share without the issue of Shares impacting on the 15.00% limit under Listing Rule 7.1. These Shares will represent 4.96% of the Company's total issued Shares as at the date of the Notice of Meeting

3.4 RESOLUTION 4 : APPROVE THE ISSUE OF SHARES IN EXCHANGE FOR THE RELEASE OF AN OBLIGATION TO REPAY BORROWINGS

Summary of shares to be issued in exchange for release from debt obligation

The Company has borrowings totaling $3.775 million from JMT Investment Group Vic Pty Ltd at interest rates of 9.5% and 10% per annum which are repayable between 20 June 2014 and 1 July 2016. The Lender has now expressed an interest in releasing the Company of its obligation to repay $350,000 of the Principal in exchange for receiving shares in the Company. It is proposed to issue 945,946 fully paid ordinary shares with a nominal value of $0.37 per share, totaling $350,000

Shareholder approval

Listing Rule 7.1 provides that a company must not, without prior approval of its shareholders, issue securities if the number of securities issued, or when aggregated with the number of securities issued by the company during the previous 12 months, exceed 15.00% of the number of securities on issue at the commencement of that 12 month period.

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If Resolution 4 is approved by Shareholders, Resolution 4 will permit the Company to issue up to a further 945,946 Shares to LMT Investment Group Vic Pty Ltd without the issue of Shares impacting on the 15.00% limit under Listing Rule 7.1.

Listing Rule 7.3 requires the following information concerning the issue of these Shares JMT Investment Group Vic Pty Ltd in the Notice of Meeting:

• Number of securities to be issued

The number of Shares to be issued will be 945,946.

• Date by which the entity will issue the securities

No Shares will be issued to any such person more than three months after the date of the Meeting.

• The issue price of the securities

The Shares will be issued at $0.37 per Share.

• Name of allottees (if known) or the basis upon which allottees will be identified or selected

The allottee will be JMT Investment Group Vic Pty Ltd.

• Terms of the securities

The Shares to be issued are fully paid ordinary shares which will rank equally with all other existing Shares from the date of Issue.

• Intended use of funds raised

The funds raised by issue of these shares will be used by the Company to retire debt.

• Voting exclusion statement

A voting exclusion statement relating to Resolution 4 is included in the Notice of Meeting.

Effect of Shareholder approval

If approved, Resolution 4 will permit the Company to issue a further 945,946 Shares at $0.37 per Share without the issue of Shares impacting on the 15.00% limit under Listing Rule 7.1. These Shares will represent 2.17% of the Company's total issued Shares as at the date of the Notice of Meeting

4. Director's approval

On 12 November 2013 the Company's Directors unanimously resolved to put the Resolutions to the Shareholders of the Company. The Directors also unanimously resolved to issue this Explanatory Memorandum to Shareholders, together with the Notice of Meeting.

5. Recommendations

The Paragon Care Limited Directors unanimously recommend that you vote in favour of the Resolutions and each Director who holds or controls Shares intends to vote those Shares in favour of the Resolutions (except as otherwise set out in the voting exclusion statement).

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6. Miscellaneous

6.1 ASX

A copy of this Notice of Meeting (including this Explanatory Memorandum) was lodged with ASX on 13 November 2013. No responsibility is taken for the content of this Notice of Meeting (including this Explanatory Memorandum) by ASX.

6.2 Responsibility

The Company accepts responsibility for the form and content of this Notice of Meeting.

6.3 Investment decisions

This Notice of Meeting contains general advice only and does not take into account the investment objectives, financial situation or particular needs of any individual shareholder or any other particular person. This Notice of Meeting should not be relied upon as the sole basis for any investment decision in relation to the Company's shares. Before making any investment decision in relation to the Company's shares, it is important that you read this Notice of Meeting in full and seek independent professional financial, legal or taxation advice.

6.4 Further information

If you have any questions in relation to the Notice of Meeting or the Meeting please call , the Company Secretary direct on 1300 369 559 between 9.00am and 5.00pm (Melbourne time), Monday to Friday, or consult with your investment or other professional advisers.

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PART D: GLOSSARY

In each of the Notice of Meeting and Explanatory Memorandum, unless otherwise specified:

" ASIC " means the Australian Securities and Investments Commission.

" ASX " means ASX Limited.

" Capital Raising " means the capital raising described under the heading 'Background'

“CCZ” means CCZ Statton Equities Pty Ltd ACN 104 843 370

" Chair " means the individual acting as chair of the Meeting.

" Class Order " means a class order instrument issued by ASIC.

" Company " means Paragon Care Limited ACN 064 551 426.

" Corporations Act " means the Corporations Act 2007 (Cth).

" Dispose " means, in relation to Shares, transfer, assign or create an Encumbrance over (and the term " Disposal " has the same meaning).

" Director " means a director of the Company.

" Dollars, A$ or $ " means Australian dollars.

" Effective Time " means 7:00pm (Melbourne time) on 13 December 2013.

" Explanatory Memorandum " means the Explanatory Memorandum accompanying and forming part of the Notice of Meeting.

“Halcyon " means Halcyon Corporate Pty Limited ACN 147 742 041

" Listing Rules " means the listing rules of ASX, as applicable to the Company, from time to time.

" Meeting " means the general meeting of the Company to be held at the time and place specified in the Notice of Meeting.

" Notice of Meeting " means the Notice of Meeting and the accompanying Explanatory Memorandum.

" Placement " means the placement of up to 18,250,000 Shares under Tranche I and Tranche 2 at $0.37 per Share.

" Placement Shares " means the Shares offered to investors as part of the Placement.

" Proxy Form " means the form that accompanies the Notice of Meeting.

" Resolutions " means the resolutions to be put to Paragon Care Limited shareholders at the Meeting, as set out in the Notice of Meeting.

" Share " means a fully paid ordinary share in the capital of the Company.

" Shareholder " means a holder of a Share (in the Company).

" Tranche 1 " means the placement of 10,890,000 Shares to professional and sophisticated investors completed by the Company on 12 November 2013.

" Tranche 2 " means the placement of up to a further 7,360,000 Shares to professional and sophisticated investors following the Meeting (if Resolution 2 is approved).

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LODGE YOUR VOTE



Paragon Care Limited

ABN 76 064 551 428

www.linkmarketservices.com.au

ONLINE

By mail:  Paragon Care Limited  [By fax:][ +61 2 9287 0309] C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



All enquiries to: Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999

X99999999999

SECURITYHOLDER PROXY FORM

I/We being a member(s) of Paragon Care Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

STEP 1 APPOINT A PROXY the Chairman OR if you are NOT appointing the Chairman of the Meeting as your of the Meeting proxy, please write the name of the person or body corporate (excluding (mark box) the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/body corporate is named, the Chairman of the Meeting, as my/our proxy and to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 11:00am on Wednesday, 18 December 2013, at the offices of Paragon Care Limited - Unit 1, 56 Norcal Road, Nunawading, VIC 3131 and at any adjournment or postponement of the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. Please read the voting instructions overleaf before marking any boxes with an X

STEP 2

VOTING DIRECTIONS

For Against Abstain * For Against Abstain * Resolution 1 Resolution 3 Ratification of Tranche 1 of the Approve the issue of shares for the Placement to sophisticated / acquisition of the assets of L R professional investors Instruments Pty Ltd and Richards Medical Pty Ltd

Resolution 2

Approval for completion of Tranche 2 of the Placement to sophisticated / professional investors

Resolution 4

Approve the issue of shares in exchange for the release of an obligation to repay borrowings

 * 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.

STEP 3 SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Securityholder 1 (Individual) Sole Director and Sole Company Secretary

Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual) Director/Company Secretary (Delete one) Director

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

PGC PRX301

HOW TO COMPLETE THIS PROXY FORM

Your Name and Address

This is your name and address as it appears on the Company’s security register. If this information is incorrect, please make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person in Step 1. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the Company. A proxy may be an individual or a body corporate.

Votes on Items of Business – Proxy Appointment

You may direct your proxy how to vote by placing a mark in one of the 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 the items of business, 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.

Appointment of a Second Proxy

You are entitled to appoint up to two persons as 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 security registry or you may copy this form and return them both together.

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; and

• (b) return both forms together.

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, either securityholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney 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.

Corporate Representatives

If a representative of the corporation is to attend the meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s security registry.

Lodgement of a Proxy Form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Monday, 16 December 2013, being not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy Forms may be lodged using the reply paid envelope or:

 ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the proxy form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the proxy form).

 by mail:

Paragon Care Limited

C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia



by fax:

+61 2 9287 0309



by hand:

delivering it to Link Market Services Limited, 1A Homebush Bay Drive, Rhodes NSW 2138 or Level 12, 680 George Street, Sydney NSW 2000.

If you would like to attend and vote at the General Meeting, please bring this form with you. This will assist in registering your attendance.