Paragon Care Allocates Nearly 6 Million Performance Rights to Key Executive Under Employee Incentive Scheme

Paragon Care Allocates 5,996,911 Performance Rights to Carmen Riley on 3 July 2026

Paragon Care Limited has announced the issuance of 5,996,911 performance rights to Carmen Riley, identified as a key management personnel (KMP) member and registered holder. This allocation was formalized on 3 July 2026 and reported to the ASX via the standard Appendix 3G notification, which covers issuance, conversion, or payment of unquoted equity securities.

The performance rights bear the ASX security code PGCAJ and belong to an existing security class on ASX records, indicating no new security class was created through this grant. The company confirmed that these newly issued rights rank equally with previously issued PGCAJ securities from the date of issue, maintaining consistency across the class.

Implications of Each PGCAJ Performance Right for Shareholders

Each PGCAJ performance right entitles the holder to receive one fully paid ordinary share in Paragon Care Limited upon satisfying vesting conditions. Specific vesting criteria for this grant were not disclosed in the Appendix 3G filing. Investors seeking detailed terms should refer to the Employee Incentive Plan summary on page 16 of Paragon Care’s 2024 Notice of Annual General Meeting, available on the company’s website.

These performance rights serve as a long-term incentive aligning executive rewards with shareholder interests by linking equity awards to performance or service milestones. Until vesting conditions are met, the rights do not convert into shares, and there is no guarantee that all 5,996,911 rights will vest. This distinction is important for assessing potential dilution effects on the existing share base.

Context of the Grant Within Paragon Care’s Employee Incentive Plan

The performance rights granted to Carmen Riley fall under Paragon Care’s Employee Incentive Plan, designed to attract, retain, and motivate key personnel through equity-linked remuneration. The plan’s terms were disclosed to shareholders in the 2024 Annual General Meeting documentation. Utilizing a formal incentive plan with shareholder-approved terms aligns with ASX Corporate Governance Principles and market norms for companies of Paragon Care’s scale.

The issuance was executed under an exception in ASX Listing Rule 7.2, meaning shareholder approval under Listing Rule 7.1 was not required for this specific grant. The necessary shareholder approval for the plan was obtained at the Annual General Meeting on 21 November 2024. This procedural compliance reflects standard practice and does not imply any change to the company’s strategic or financial position.

Carmen Riley Identified as KMP Recipient and Registered Holder

The update names Carmen Riley as both the KMP recipient and registered holder of the 5,996,911 performance rights. Within ASX-listed company governance, KMP includes individuals responsible for planning, directing, and controlling the entity’s activities, typically senior executives or directors. The Appendix 3G filing did not specify Carmen Riley’s exact role or title.

Disclosing KMP recipients in performance rights grants is mandatory under ASX Listing Rules to provide transparency on executive remuneration. By naming Carmen Riley and detailing the securities granted, Paragon Care meets its continuous disclosure and governance obligations. Investors may wish to review this grant alongside the remuneration report in the company’s latest annual report for comprehensive context.

Total PGCAJ Performance Rights Outstanding Increase to 26,148,278

After issuing 5,996,911 performance rights to Carmen Riley, the total PGCAJ rights outstanding across all holders now amount to 26,148,278, as reported in the Appendix 3G. This total reflects all unquoted performance rights issued and outstanding in the PGCAJ class. The company noted that figures in Part 4 of the filing are system-generated and may not reflect the current issued capital if other forms are being processed concurrently by ASX.

This unquoted pool represents potential dilution for existing shareholders if all rights vest and convert to shares. However, vesting depends on meeting performance or service conditions, so not all rights are guaranteed to convert. Shareholders should consider this in relation to the current ordinary share count of 1,655,305,389 disclosed in the filing.

Paragon Care’s Ordinary Shares Total Over 1.65 Billion

The update confirms Paragon Care has 1,655,305,389 fully paid ordinary shares (ASX code: PGC) currently quoted on ASX. This figure provides the basis for assessing dilution risk from the outstanding 26,148,278 performance rights. If all were to vest and convert, dilution would approximate 1.58% of the current share base, although the company did not provide this calculation.

It is important to note that not all performance rights will necessarily vest, as the Employee Incentive Plan’s conditions act as a filter. Additional grants may be made to other KMP or eligible employees under the plan, subject to its terms and listing rule requirements.

Use of ASX Listing Rule 7.2 Exemption for the Grant

Paragon Care confirmed that the 5,996,911 performance rights issuance to Carmen Riley utilized an exemption under ASX Listing Rule 7.2. This rule exempts certain securities issued under approved employee incentive schemes from requiring separate shareholder approval under Listing Rule 7.1, which limits security issuance to 15% of capital within 12 months without approval.

The company did not seek separate approval under Listing Rule 7.1 for this grant since it was previously obtained at the 21 November 2024 AGM. This approach aligns with standard practice for ASX-listed companies with shareholder-approved incentive plans, consistent with the Employee Incentive Plan documentation.

Accessing Full Terms of Paragon Care’s Employee Incentive Plan

Paragon Care directs interested parties to page 16 of its 2024 Notice of Annual General Meeting for a summary of the Employee Incentive Plan’s terms. This document is publicly available on the company’s website at paragoncare.com.au under the ASX announcements section. The plan details eligibility, incentive types, vesting conditions, forfeiture provisions, and treatment of rights on change of control or participant departure.

Shareholders and prospective investors seeking a complete understanding of executive remuneration obligations and potential share dilution should review both the 2024 AGM notice and the latest annual report remuneration section. Together, these documents provide a thorough overview of Paragon Care’s long-term incentive arrangements and vesting requirements.

Immediate Market Reaction to the Performance Rights Grant

No clear immediate share price impact was evident from public information. Grants of this nature to individual KMP under pre-approved employee incentive plans are routine governance disclosures and typically do not prompt material market moves absent strategic or financial developments.

Nonetheless, investors may consider this grant as part of their broader evaluation of Paragon Care’s remuneration philosophy, management retention, and future share capital commitments. Key upcoming milestones include disclosures on vesting conditions for this and other outstanding rights, as well as forthcoming financial results and strategic updates regarding the company’s operations and growth in the Australian healthcare solutions sector.