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Immuron Ltd AGM Information 2010

Oct 11, 2010

35121_rns_2010-10-11_cfc58f2a-9cde-4ab8-af24-d07f0ceb900f.pdf

AGM Information

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12 October 2010

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Dear shareholder

I invite you to attend the Company’s Annual General Meeting which will be held at the RACV Club, 501 Bourke Street Melbourne, on Monday 29 November 2010, commencing at 10.30AM.

The notice of meeting, together with the explanatory memorandum, is attached for your information. For shareholders that have requested a copy of the 2010 Annual Report, the Report is also attached. For shareholders that have not requested a copy of the report a copy is available for viewing or downloading from the Company’s website at www.immuron.com.

Attendance at the meeting will provide you with the opportunity to listen to presentations by the Company’s Chief Executive Officer, Dr Grant Rawlin, and Professor Yaron Ilan, the Company’s Medical Director, on the progress of the various projects in which Immuron has conducted significant preclinical and clinical studies in the past twelve months, together with the projects in the pipeline for the coming year.

During the past year considerable progress has been made with the influenza prevention and metabolic syndrome/liver disease projects. The Company is currently performing additional preclinical studies using ferrets in respect of influenza and has announced very encouraging results from the recent liver disease (NASH) clinical trial conducted in Israel.

One of the resolutions being put to members at the Annual General Meeting is approval for the reinsertion in the Company’s Constitution of a clause that provides extra protection to shareholders in the event that the Company receives a proportional takeover bid. Your Directors are of the opinion that the present market capitalisation of the Company does not properly reflect the value attributable to the Company’s intellectual portfolio, given the significant R & D work undertaken in the past twelve months and the results obtained from its preclinical and clinical studies. The reinsertion of this clause does not prevent any acceptable form of partial takeover offer being made; however, it provides the Directors with the power to ensure all shareholders are fully informed of any partial offer and provides the facility for shareholders to approve any such offer.

I look forward to meeting you at the Annual General Meeting

Yours faithfully

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Professor Colin Chapman Chairman

ACN 063 114 045

IMMURON LIMITED

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, 29 November 2010 at 10.30am.

A. ORDINARY BUSINESS

ITEM 1 - RECEIPT OF FINANCIAL REPORTS

To receive and consider the financial report of the Company and the reports of the directors and the independent auditor for the year ended 30 June 2010.

RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To receive and consider the remuneration report for the year ended 30 June 2010 and if thought fit, to pass the following resolution as an ordinary resolution:

" To adopt the Remuneration Report for the year ended 30 June 2010 ".

*Please note that section 250R (3) of the Corporations Act 2001 (Cth) provides that the vote on this resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2 - 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-election of Professor Colin Chapman as a Director of the Company, who is retiring by rotation, and being eligible, offers himself for re-election."

RESOLUTION 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-election of Mr Simon Sallka as a Director of the Company, who is retiring by rotation, and being eligible, offers himself for re-election."

RESOLUTION 4 - 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 70 of the Company's Constitution and ASX Listing Rule 14.4, the members of the Company approve the election of Dr Elane Zelcer, a Director, who having been appointed since the last Annual General Meeting to fill a casual vacancy and being eligible, offers herself for election "

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B. SPECIAL BUSINESS

RESOLUTION 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, the members of the Company approve and ratify the prior issue of 20,568,777 fully paid shares in the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

RESOLUTION 6 - REINSERTION OF PROPORTIONAL BID PROVISIONS IN THE CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution:

" That pursuant to section 136(2) of the Corporations Act 2001 and for the purposes of Sections 648G of the Corporations Act 2001 and for all other purposes the members of the Company approve the amendment of the Company's Constitution by the reinsertion of Article 137 into the Company’s Constitution "

RESOLUTION 7 - APPROVAL OF SHARE ISSUE TO SOPHISTICATED OR PROFESSIONAL INVESTORS

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

That for the purposes of Chapter 7 of the ASX Listing Rules and for all other purposes, the Directors are authorised to issue up to 40,000,000 fully paid ordinary shares to sophisticated and professional investors (being persons to whom a disclosure document is not required to be provided by virtue of sections 708(8) and 708(11) of the Corporations Act 2001 (Cth)), at an issue price of not less than 85% of the volume weighted average sales price of the shares of the Company calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is to be made, by way of placements, and otherwise on the terms set out in the attached Explanatory Statement.

C. 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 1 October 2010

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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 27 November 2010.

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 27 November 2010.

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.

RECEIPT OF FINANCIAL REPORTS

The Company’s financial report and the reports of the directors and auditor for the year ended 30 June 2010 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 23 November 2010.

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.

RESOLUTION 1 - 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 Corporations act 2001 (Cth) ( Corporations Act ) provides that the vote by shareholders 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.

RESOLUTIONS 2 AND 3- 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, Professor Colin Chapman and Mr Simon Sallka are due to retire and are eligible for re-election.

The Board (for each Resolution, in the absence of the relevant Director whose re-election is being considered) unanimously recommends that shareholders vote in favour of Resolutions 2 and 3.

Professor Colin Chapman

Professor Colin Chapman was appointed to the Board on 18 June 2008 and was elected

Chairman on 17 December 2008.

Professor Chapman is a former Dean of the Faculty of Pharmacy and Pharmaceutical Sciences at Monash University (1991-2006) and is now Professorial Fellow at the Australian Health Workforce Institute, University of Melbourne. Professor Chapman’s current research interests centre on drug development, immunology, dermatology and veterinary

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pharmacology. His PhD was obtained following research centred on immunology at the Walter and Eliza Institute in Melbourne and he has maintained a keen professional interest and involvement in all aspects of immunology ever since. During his period as Dean of the Faculty of Pharmacy he played key roles in the commercialisation of a drug to prevent/treat influenza, Relenza®, and in the establishment of Acrux, a company formed to commercialise transdermal drug delivery techniques developed in the Faculty of Pharmacy.

Professor Chapman is a member of the Hadasit Steering Committee.

Mr Simon Sallka

Mr Sallka was appointed to the Board on 18 June 2008.

Mr Sallka brings to the Board over 25 years experience in investment management and investment analysis. Mr Sallka has worked for extended periods in the international investment markets of Japan, USA and Asia including leading hedge funds. Mr Sallka is currently the Chief Investment Officer of Falcon Capital Pty Ltd.

RESOLUTION 4 - ELECTION OF DIRECTOR

In accordance with article 70 of the Company’s constitution and Listing Rule 14.4, all Directors who have been appointed to fill casual vacancies may only hold office until the next Annual General Meeting where they must retire, but are eligible for election. Accordingly, Dr Elane Zelcer who was appointed a casual Director on 19 November 2009 retires and offers herself for election as a Director.

The Board (in the absence of Dr Elane Zelcer) unanimously recommends that shareholders vote in favour of Resolution 4.

Dr Elane Zelcer

Dr Zelcer was appointed to the Board on 19 November 2009.

Dr Zelcer has considerable experience in the Biotechnology sector, including CEO positions with biotech companies and the commercialisation company at Monash University, and as an independent director with the Dairy CRC. Dr Zelcer is currently the Executive Director of BioConsult Pty Ltd which focuses on assisting early stage companies to develop their intellectual property through strategic partnering, capital raising and collaboration. Dr Zelcer is also the CEO for Hadassah Australia. Dr Zelcer also Chaired the Victorian State Government‘s Bioeconomy Working Group which is part of the State Government’s Biotechnology Strategy.

RESOLUTION 5 - APPROVAL OF PRIOR ISSUES OF SECURITIES

Issue of Shares

Resolution 5 is being put before shareholders in accordance with ASX Listing Rule 7.4.

Under Listing Rule 7.1, the Company may issue up to 15% of its ordinary share capital in any 12-month rolling period without shareholder approval. Pursuant to ASX Listing Rule 7.4, a company may subsequently obtain approval from shareholders for a prior issue of securities

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made without shareholder approval, provided the prior issue 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 now seeks shareholder approval to the issue of these additional shares to refresh the Company's ability in the future to issue up to 15% of its share capital, without obtaining prior shareholder approval, 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 20, 568,777 fully paid ordinary shares.

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

Date Issued
14 January 2010
28 January 2010
30June 2010
21 July 2010
2 August 2010
Total Shares issued
Issue price
Cents per share
5.50
5.50
8.89
6.50
6.50
6.50
Number of
Shares Issued
4,545,455
275.000
950,000
11,500,246
2,523,076
775,000
20,568,777
  • (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:
Suburban Holdings Pty Ltd 4,545,455
Equity Trustees Limited (Salic Superannuation A/C) 275,000
HSBC Custody Nominees (Australia) Limited 950,000
Samuel Cyril Driver 1,162,000
Leah Georgiou 153,846
Mrs Kimberley Mustow (ATF The MFT No 1 Family Trust) 1,230,769
Joluk Investments Pty Ltd 300,000
Rawdisc Pty Limited (Superannuation Fund A/C) 67,692
Gaston Renard Pty Ltd (Biotech A/C) 225,000
Vestcourt Pty Ltd (Court Family Superannuation Fund) 750,000
Nicoya Pty Ltd (ATF Gwyther Provident Fund) 200,000
Elect Equity Pty Limited 200,000
Jamie Daniel Taylor 400,000
Tay Valley Pty Ltd ATF Tay Valley Superannuation Fund 250,000
Peter Carrigan 355,169
Drill Investments Pty Ltd 2,746,154
James Barry Drill & Elizabeth Curtis Drill ( James Barry Drill
Superannuation Fund A/C) 23,077
Peter McClure & Denise Anne McClure (Peter McClure Superannuation
Fund A/C) 1,346,154

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David B Galloway
Samuel Cyril Driver & Joanne Leonie Driver ( S C Driver Superannuation
fund)
Kroeger Enterprises Unit Trust
Alnbie Pty Ltd
McGowan Securities Pty Ltd
Francis Alan Hutchinson
Isabel Mary Hutchinson
Andrew Young
Private Client Advisers Pty Ltd
Gambas Investments Pty Ltd ( Nettlebert Family A/C )
Geoffrey Peter Ballard
Thomas James Richard O'Brien
John Leslie MacFarlane and Catherine Hilda MacFarlane
( Aust Pacific Investments P/L S/F A/C )
Mrs Maria Lorandi
Damien F J Purcell
Coombe-Tennant Estate Company Ltd
Semra Barutchu
Michael Clarke
Robert Oliphant
Northridge Agencies Pty Ltd (ATF The Northridge Agencies
Superannuation Fund)
Total shares issued
500,000
107,692
230,769
153,846
100,000
100,000
150,000
300,000
250,000
250,000
100,000
607,692
300,000
225,000
23,077
775,000
300,000
230,769
584,615
100,000
20,568,777

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 the ongoing research conducted at the Hadassah Medical Center.

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 Resolution 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 (d) above), and an associate of any of the Allottees.

However, the Company need not disregard a vote if:

  • a) 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,

  • b) 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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RESOLUTION 6 - REINSERTION OF PROPORTIONAL BID PROVISIONS OF THE CONSTITUTION

Article 137 of the Company’s Constitution contains provisions dealing with member approval requirements if there were to be any proportional takeover bids for the Company’s securities ( Proportional Bid Provisions ).

A "proportional takeover bid" means an off-market bid for a specified proportion of the Company’s securities held by each shareholder in a class for which a takeover bid has been made. It is not a bid for all securities held by all members of that class, only part of the securities each holds.

Part 6.5 Subdivision 5C of the Corporations Act provides that these Proportional Bid Provisions cease to apply at the end of 3 years from their adoption (or last renewal), but that they may be renewed by special resolution of the members. The Board believes it is appropriate that the Proportional Bid Provisions of the Company’s Constitution (Article 137) be renewed.

By operation of section 648G (3) of the Corporations Act, Article 137 has technically been omitted by the passage of time without renewal. In seeking the members’ approval for the reinsertion of the Proportional Bid Provisions, the Corporations Act requires the information below to be provided to members.

6.1 Effect of provisions proposed to be reinserted

Article 137 of the Constitution provides that the Company is prohibited from registering any transfer of shares giving effect to a contract of sale pursuant to a proportional takeover bid unless and until after the proposed transfer has been approved by the members at a general meeting of the Company ( Approving Resolution ). The person making the offer for the securities ( Offeror ) (and their associates) cannot vote on the Approving Resolution and the Approving Resolution requires the approval of more than 50% of members who are entitled to vote at that meeting.

The Corporations Act also provides that:

  • a) If an Approving Resolution is not voted upon within 14 days of the end of the bid period, the Approving Resolution is deemed approved, and

  • b) If the Approving Resolution is rejected, all unaccepted offers under the proportional takeover bid are deemed withdrawn and the Offeror must rescind each contract created as a result of the acceptance of an offer under that proportional takeover bid.

6.2 Reasons for the resolution

Article 137 of the Constitution is required to be renewed as more than 3 years have passed since the initial adoption of the Constitution. Section 648(G) (1) of the Corporations Act provides that Proportional Bid Provisions such as provided in Article 137 cease to apply at the end of 3 years from their adoption (or their last renewal). Section 648(G) (4) enables the members to approve a renewal of Proportional Bid Provisions.

The Directors believe that the members should continue to have the choice of considering whether to accept a bid for what might become control of the Company without the members having the opportunity to dispose of all of their securities (rather than just some of their securities, as would be the case under a proportional takeover bid). To preserve this choice, Article 137 needs to be renewed. If Article 137 is renewed and any proportional takeover bid (if any) is subsequently approved by members, each member will still have the right to make

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a separate decision whether that member wishes to accept the (proportional takeover) bid for their own securities.

6.3 Awareness of current acquisition proposals

As at the date of these Explanatory Notes, none of the Directors is aware of any proposal by any person to acquire, or increase the extent of, a substantial interest in the Company.

6.4 The advantages and disadvantages of the Proportional Bid Provisions since their adoption

As there have been no takeover bids made for any of the shares in the Company since the adoption of the Proportional Bid Provisions, there has been no application of Article 137. It may be argued that the potential advantages and disadvantages described at 6.5 below have also applied for the period since adoption of Article 137.

6.5 Potential advantages and disadvantages of the proposed resolution for both Directors and shareholders

An advantage to the directors of renewing the Proportional Bid Provisions is that the Board will be able to assess the member’s acceptance or otherwise of a proportional takeover bid should one be made.

As stated at 6.2 above, renewing Article 137 provides the members with the choice of considering whether to accept a bid for what might become control of the Company without the members having the opportunity to dispose of all of their securities (rather than just some of their securities, as would be the case under a proportional takeover bid). If Article 137 is not renewed, members will not have this opportunity.

On the other hand, it may be argued that the renewal of Article 137 may make proportional takeover bids more difficult to succeed and therefore effectively discourage proportional takeover bid being made and reduce the freedom for members to sell some of their securities.

6.6 Recommendation for Resolution 6

Balancing the above advantages and disadvantages, the Directors are of the view that the advantages of renewing the Proportional Bid Provisions outweigh any disadvantages and unanimously recommend the renewal. Accordingly, shareholder approval is sought pursuant to this Resolution 6.

The Chairman in his capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution 6.

RESOLUTION 7 - APPROVAL OF SHARE ISSUE TO SOPHISTICATED OR PROFESSIONAL INVESTORS

The Company proposes to issue up to 40,000,000 Shares within 3 months from the date the resolution is passed. The issue price of the shares is to be at least 85% of the volume weighted average sale price of the ordinary shares in the Company, calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is made. For example, if the 5 day volume weighted average price of the Company’s shares at the time at which the issue is made is $0.10 cents; the shares would be issued at not less than $0.085 cents.

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As at the date of this explanatory statement the issued capital of the Company:

Current number of shares on issue 314,418,166
Proposed issue of shares to sophisticated and 40,000,000
professional investors
Total new shares on issue 354,418,166

Listing Rule 7.1 prohibits a company from issuing or agreeing to issue equity securities (i.e. shares and/or options) which amounts to more than 15% of its ordinary securities without the approval of its shareholders.

Further, equity securities issued with approval of holders of a company’s ordinary securities in accordance with Listing Rule 7.1 do not count towards the 15% limit on equity securities issued without shareholder approval imposed by Listing Rule 7.1.

As set out above, the Company proposes to issue up to 40,000,000 shares to sophisticated and professional investors, which represents 12.72% of its current issued capital of 314,418,166 ordinary shares. The Company therefore seeks shareholder approval to issue the shares to sophisticated and professional investors pursuant to Listing rule 7.1.

The following information is provided in accordance with Listing Rule 7.3:

  • the maximum number of shares the Company is to issue to sophisticated and professional investors is 40,000,000 shares;

  • the shares will be issued by no later than three months after the date of this Annual General Meeting;

  • the issue price of the shares will be not less than 85% of the volume weighted market price of the shares calculated over the last 5 days on which the sales in the shares were recorded before the day on which the issue is to be made;

  • The names of the allottees are unknown at this stage. The shares will be issued to sophisticated and professional investors at the discretion of the Directors.

  • The shares will be issued on the same terms as, and rank pari passu with, the existing ordinary shares of the Company and will be quoted on the ASX.

  • The intended use of the funds raised under the issue is for additional working capital to enable the Company to continue with its expanded research and development activities.

  • the Company anticipates allotting the shares progressively throughout the three month period after the date of this Annual General Meeting, as and when sophisticated and/or professional investors desire to invest funds in the Company

The Board believes that the proposed issue is beneficial for the Company and recommends shareholders vote in favour of the resolution. It will allow the Company to retain the flexibility to issue the maximum number of equity issues permitted under Listing Rule 7.1 without shareholder approval during the next 12 months.

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Voting Exclusion Statement

For the purposes of Listing Rule 7.3, the Company will disregard any votes cast on Resolution 7 by any person who may participate in the proposed share issue pursuant to this Resolution 7 and an associate of that person.

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

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

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.

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For your vote to be effective it must be received by 10.30am (AEDT) Saturday 27 November 2010

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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I9999999999
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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.

I 9999999999

I ND

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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, 29th November 2010 at 10.30am AEDT and at any adjournment of that meeting.

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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.

Items of Business

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ORDINARY BUSINESS

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Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Director - Professor Colin Chapman Resolution 3 Re-election of Director - Mr Simon Sallka Resolution 4 Election of Director - Dr Elane Zelcer

SPECIAL BUSINESS

Resolution 5 Approval of prior issues of securities Resolution 6 Reinsertion of proportional bid provisions in the Constitution Resolution 7 Approval of share issue to sophisticated or professional investors

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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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I M C

9 9 9 9 9 9 A

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

Dear Securityholder,

We have been trying to contact you in connection with matters arising from your securityholding in Immuron Limited . Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notice of meeting.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Security Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Graeme N Stevens Company Secretary

916CR_0_Sample_Proxy/000001/000002/i