Immuron Ltd — AGM Information 2009

Oct 19, 2009

20 October 2009

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ASX Release

Immuron Limited ABN 80 063 114 045

Notice of Annual General Meeting

Corporate Details:

ASX Code: IMC OTCQX Code: IMROY

Directors:

Chairman:

Prof. Colin Chapman Non-Executive Directors: Prof. Roy Robins-Browne Mr. Arie Nudel Mr. Simon Sallka

Substantial Shareholders:
Hadasit Medical Research	19.8%
Alaven Consumer H’care	3.8%
Tatura Milk Industries	2.7%

Attached is the Notice of Annual General Meeting together with the explanatory statement in respect of the resolutions to be put to the meeting.

The Annual General Meeting will be held on Monday 23 November 2009 at the RACV Club, 501 Bourke Street Melbourne, commencing at 10.30am

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Contact Details:

Graeme Stevens Company Secretary

Immuron Limited Level 1 39 Leveson Street North Melbourne VIC 3051 Australia

Tel: +61 (0)3 9018 4880 Fax: +61 (0)3 9018 4881

Website: www.immuron.com

IMMURON LIMITED

ACN 063 114 045

NOTICE OF ANNUAL GENERAL MEETING

IMMURON LIMITED (“Company”) gives notice that the Annual General Meeting of the Company will be held at Room 1, Level 2, RACV Club, 501 Bourke Street, Melbourne, Victoria on Monday, 23 November 2009 at 10.30am.

A ORDINARY BUSINESS

1. RECEIPT OF FINANCIAL REPORTS

To receive and consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2009.

2. ADOPTION OF REMUNERATION REPORT

To receive and adopt the remuneration report for the year ended 30 June 2009.

3. RE-ELECTION OF DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

" That pursuant to article 83 of the Company's Constitution and ASX Listing Rule 14.4, the members of the Company approve the re-appointment of Mr Arie Nudel as a director of the Company, who is, retiring by rotation and being eligible, offers himself for re-election."

4. RE-ELECTION OF DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

" That pursuant to article 83 of the Company's Constitution and ASX Listing Rule 14.4, the members of the Company approve the re-appointment of Professor Roy Robins- Browne as a director of the Company, who, is retiring by rotation and being eligible, offers himself for re-election."

B SPECIAL BUSINESS

5. APPROVAL OF PRIOR ISSUES OF SECURITIES

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the prior issue of 22,383,944 fully paid shares in the Company as set out in the Explanatory Statement accompanying this Notice.”

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OTHER BUSINESS

To consider any other business brought forward in accordance with the Company's constitution or the law.

Signed:

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By order of the Board GRAEME N STEVENS Company Secretary 15th October 2009

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NOTES

These notes form part of the notice of the Annual General Meeting.

Annual Report

The annual report (which includes the financial report, the directors’ report, the auditor’s report and the remuneration report) is available for shareholders to access and download from the investor information page on the Company’s website (www.immuron.com).

Shareholders who have elected to receive a copy of the annual report will receive it separately in the mail.

Shareholders Entitled to Vote

The directors have determined that, for the purpose of voting at the meeting, shareholders are those persons who are the registered holders of shares at 10.30 am Melbourne time on Saturday 21 November 2009.

Appointment of Proxies

If you are entitled to vote at the meeting you have the right to appoint a proxy to attend and vote in your place. To appoint a proxy you should use the attached proxy form. The proxy need not be a shareholder of the Company. If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Proxy forms must be received by Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, VIC 3001 or by fax, within Australia 1800 783 447,outside Australia +61 3 9473 2555, no later than 10.30am on Saturday 21 November 2009.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of the Company's shareholders. The appointment may be a standing one. Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

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EXPLANATORY STATEMENT

This information forms part of the notice of Annual General Meeting. The main purpose of this explanatory statement is to provide shareholders with information concerning all of the resolutions proposed in the notice of annual general meeting.

1. RECEIPT OF FINANCIAL REPORTS

The Company’s financial report and the reports of the directors and auditor for the year ended 30 June 2009 are placed before the meeting giving shareholders the opportunity to discuss these documents and to ask questions. The Company’s auditor will be available to take questions about the preparation and conduct of the audit and audit report.

Shareholders may also submit written questions in relation to the preparation and conduct of the audit and the audit report to the Company’s auditors. These should be sent to Level 1, 39 Leveson Street, North Melbourne, Victoria, 3051, or sent by fax to (03) 9018- 4881, no later than close of business on Monday 16 November 2009.

A list of these questions will be available at the Annual General Meeting and as many questions as possible will be answered at the meeting. Individual replies will not be sent.

2. TEM 2 - ADOPTION OF REMUNERATION REPORT

The Company’s remuneration report is placed before the meeting and the shareholders may vote to adopt or not adopt the remuneration report. The vote on this resolution is advisory only and does not bind the Directors of the Company.

Shareholders will have the opportunity to ask questions about, and comment on, the remuneration report.

The Company's Board of Directors ( Board ) unanimously recommends that shareholders vote in favour of this Resolution.

3. ITEMS 3 AND 4 - RE-ELECTION OF DIRECTORS

In accordance with article 83 of the Company’s constitution and ASX Listing Rule 14.4, at every Annual General Meeting one-third of the Directors (other than the Managing Director who is exempt under article 85), or, if their number is not a multiple of three, then the numbers nearest to but not less than one-third must retire from office. In accordance with these provisions, Mr Arie Nudel and Professor Roy Robins-Browne must retire and offer themselves for re-election.

The Board (in each case in the absence of the relevant Director) unanimously recommends that shareholders vote in favour of these Resolutions.

Mr Arie Nudel

Mr Nudel conducts a private consulting business. His career includes roles as a Network Engineer, Systems Analyst and Dealer for a Funds Management organization. Mr Nudel consults for Immuron Limited as well as a number of other private companies, and has been a non–executive Director for 4 years.

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Professor Roy Robins-Browne, MB, BCh, DTM&H, PhD, FRCPath, FRCPA, FRCPath, FASM,

Professor Roy Robins-Browne is Professor and Head of the Department of Microbiology and Immunology at the University of Melbourne, and joint head of the Infectious Diseases and Microbiology Research Group at the Murdoch Childrens Research Institute, Royal Children’s Hospital, Melbourne. He is also an Honorary Professor of Medicine at the University of Maryland, School of Medicine in Baltimore, MD, USA. His particular research interests are infections caused by bacteria, especially their pathogenesis, diagnosis, treatment and prevention. He has received research grants from several leading national and international funding agencies, and has authored or co-authored more than 20 chapters in professional reference works, as well as more than 200 original research papers. He has been a non-executive Director of Immuron since 1999.

4. ITEM 5 - APPROVAL OF PRIOR ISSUES OF SECURITIES

Issue of Shares

The resolution contained in item 5 of this Notice of Annual General Meeting is being put before shareholders in accordance with ASX Listing Rule 7.4.

In doing so, any issues of securities that is approved by shareholders pursuant to this resolution are excluded from the calculation of the total number of new securities that may be issued under Listing Rule 7.1 in the following 12 months without prior shareholder approval.

Pursuant to ASX Listing Rule 7.4, a company may subsequently obtain approval from shareholders for a prior issue of securities made without shareholder approval, provided the prior issues did not breach Listing Rule 7.1. In doing so, the Company then ‘refreshes’ its ability under Listing Rule 7.1 to issue up to 15% of its issued capital in any 12 month period. The Directors believe that it is important for the Company to have the ability to issue securities under Listing Rule 7.1 and that it is in the best interests of the Company to enhance its Listing Rule 7.1 flexibility, as it enables the Company to move quickly to undertake fund raising when necessary.

The Board received approval from Shareholders at the Extraordinary General Meeting held on 9 July, 2009 ( July EGM ) to make the following share issues:

Issue to Hadasit Medical Research Services & Development limited. This approval relates to the subsequent issues on 27 August and 8 September, 2009 36,127,820 Issue to professional and sophisticated investors. This approval relates to the issues on 1 and 8 September, 2009 35,000,000 Total issues approved by shareholders 71.127,820

Since the July EGM the Board has issued a further 22,383,944 shares. Prior shareholder approval to the issue of these shares was not required (and was not sought) as they constituted less than 15% of the Company’s fully paid ordinary shares. However, as a result of this issue and without shareholder approval pursuant to Listing rule 7.4, the Company is limited as to the extent of new issues of securities which it can make in the next twelve months without prior shareholder approval (because of the 15% limit in ASX

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Listing Rule 7.1). The Board now seeks shareholder approval to the issue of these additional shares to allow it the entire 15% allowance under Listing Rule 7.1.

Pursuant to ASX Listing Rule 7.5, the Company provides the following information:

• (a) The number of securities allotted was

22,383,944 fully paid ordinary shares , as detailed below

• (b) The prices at which the shares were issued are as follows:

2,800,000 shares issued on 1 September 2009 at 4.94 cents per share

19,583,944 shares issued on 27 August and 8 September 2009, at 2.586 cents per share.

• (c) The terms of the securities:

The shares issued are fully paid ordinary shares and rank equally with all other ordinary shares on issue.

• (d) The names of the allottees for these share issues (Allottees) are as follows:

Hadasit Medical Research Services & Development Ltd Fortrend Securities Pty Ltd Total Shares Issued	Number of shares issued 19,583,944 2,800,000
	22,383,944

None of the above shares were issued to related parties of the Company

• (e) The intended use of the funds raised:

The funds raised from the above share issues were for working capital purposes and for the acquisition of the Oral Immunotherapy technology from Hadasit Medical Research Services & Development Ltd.

The Board unanimously recommends that shareholders vote in favour of this Resolution.

Voting Exclusion Statement

The Company will disregard any votes cast (in any capacity) on the resolution in item 5 of the notice of Annual General Meeting by any person who participated in the issues (i.e. one of the Allottees described in section 4(d) above), and an associate of any of those Allottees.

However, the Company need not disregard a vote if:

• it is cast by a person as a 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.

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Lodge your vote:

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Online:

www.investorvote.com.au

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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

000001 000 IMC MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Cast your proxy vote Access the annual report Review and update your securityholding

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For your vote to be effective it must be received by 10.30am (AEDT) Saturday 21 November 2009

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.computershare.com.

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

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Proxy Form

Please mark

to indicate your directions

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Immuron Limited hereby appoint

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the Chairman of the meeting

OR

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman 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 Annual General Meeting of Immuron Limited to be held at Room 1, Level 2, RACV Club, 501 Bourke Street, Melbourne, Victoria on Monday, 23 November 2009 at 10.30am (AEDT) and at any adjournment of that meeting.

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Items of Business

ORDINARY BUSINESS

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Item 2 Adoption of Remuneration Report

SPECIAL BUSINESS

Item	3	Re-election of Director - Mr Arie Nudel
Item	4	Re-election of Director - Professor Roy Robins-Browne
Item	5	Approval of Prior Issue of Securities

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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