Immuron Ltd — AGM Information 2011

Oct 23, 2011

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ABN: 80 063 114 045 Level 1, 39 Leveson Street North Melbourne, Vic 3051 Tel: +61 3 8637 1107 Fax: +61 3 9328 1675 www.immuron.com

21 October 2011

Dear Shareholder

I invite you to attend the Immuron Annual General Meeting which will be held at the offices of Middletons Lawyers, Level 25, 525 Collins Street, Melbourne, on Wednesday 30 November 2011, commencing at 10.30am.

The notice of meeting, together with the explanatory statement is attached for your information.

For shareholders who have requested a copy of the 2011 Annual Report, it is enclosed. The report is also available on Immuron’s website: www.immuron.com

Attendance at the meeting will provide you with the opportunity to listen to a presentation by the company’s Chief Executive Officer, Mr Joe Baini, on progress of the Australian success of Travelan to date and its commercial appeal for international expansion, as well as Immuron’s exciting product for the global influenza market.

We are delighted to also have Professor Yaron Ilan, the company’s Medical Director, attend and present the Company’s development program for our product to treat non-alcoholic steatohepatitis (NASH).

The Company has a number of other projects underway that incorporate our unique and valuable platform technology including exploration of ways to treat Clostridium difficile and HIV infections.

I look forward to meeting you to the Annual General Meeting.

Yours faithfully

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Professor Colin Chapman Chairman

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 Middletons Lawyers, Rialto South Tower, Level 25, 525 Collins Street, Melbourne, Victoria on Wednesday 30 November 2011 commencing at 10.30am.

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 2011.

ITEM 2- RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To receive and consider the remuneration report for the year ended 30 June 2011 and if thought fit, to pass the following resolution as an ordinary resolution:

" To adopt the Remuneration Report for the year ended 30 June 2011 as set out on pages 6 to 13 in the Annual Report”.

Please note that section 250R (3) of the Corporations Act 2011 (Cth) provides that the vote on the resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any of the following persons;

• a) A member of the key management personnel, details of whose remuneration are included in the Remuneration Report; or

• b) A closely related party of such a member.

(collectively, an Excluded Voter )

However, an Excluded Voter may cast a vote on Resolution 1 if:

• c) The Excluded Voter does so as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution (as described in the "Notes" section of this Notice of Meeting); and

• d) The vote is not cast on behalf of another Excluded Voter.

ITEM 3 - 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 Roy Robins-Browne as a Director of the Company, who is retiring by rotation, and being eligible, offers himself for re-election."

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SPECIAL BUSINESS

ITEM 4 - RESOLUTION 3 – GRANT OF OPTIONS TO COLIN CHAPMAN

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

“That for the purposes of ASX listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue to Colin Chapman under the Immuron Executive Share Option Plan ( ESOP ) of 2,000,000 Options to acquire 2,000,000 ordinary shares in the capital of the Company expiring on 15 December 2014, with the exercise price for each option of fourteen cents ($0.14) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting. ”

Pursuant to Listing Rule 10.15.5 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 3 by a director of the Company (including Colin Chapman) (collectively Participating Party ) and any associate of any of the Participating Party. However, the Company will not disregard a vote if:

• a) it is cast by the Participating Party as 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 Participating Party who is 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.

Further, an Excluded Voter (as defined on page 7 of this Notice of Meeting) may not vote as a proxy on this Resolution 3 if the appointment of the proxy does not specify how the proxy is to vote on this Resolution 3. However, the Chairman of this Annual General Meeting can vote undirected proxies, provided the member voting expressly authorises the Chairman to do so (by ticking the Chairman's Box in the second section of Step 1 of the Proxy Form)

ITEM 5 - RESOLUTION 4 – GRANT OF OPTIONS TO ROY ROBINS-BROWNE

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

“That for the purposes of ASX listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue to Roy Robins-Browne under the Immuron Executive Share Option Plan ( ESOP ) of 1,000,000 Options to acquire 1,000,000 ordinary shares in the capital of the Company expiring on 15 December 2014, with the exercise price for each option of fourteen cents ($0.14)and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

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Pursuant to Listing Rule 10.15.5 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 4 by a director of the Company (including Roy Robins-Browne) (collectively Participating Party ) and any associate of the Participating Party. However, the Company will not disregard a vote if:

• a) it is cast by the Participating Party as 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 Participating Party who is 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.

Further, an Excluded Voter (as defined on page 7 of this Notice of Meeting) may not vote as a proxy on this Resolution 4 if the appointment of the proxy does not specify how the proxy is to vote on this Resolution 4. However, the Chairman of this Annual General Meeting can vote undirected proxies, provided the member voting expressly authorises the Chairman to do so (by ticking the Chairman's Box in the second section of Step 1 of the Proxy Form)

ITEM 6 - RESOLUTION 5 – GRANT OF OPTIONS TO SIMON SALLKA

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

“That for the purposes of ASX listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue to Simon Sallka under the Immuron Executive Share Option Plan ( ESOP ) of 1,000,000 Options to acquire 1,000,000 ordinary shares in the capital of the Company expiring on 15 December 2014, with the exercise price for each option of fourteen cents ($0.14) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

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Pursuant to Listing Rule 10.15.5 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 5 by a director of the Company (including Simon Sallka (collectively Participating Party ) and any associate of the Participating Party. However, the Company will not disregard a vote if:

• a) it is cast by the Participating Party as 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 Participating Party who is 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.

Further, an Excluded Voter (as defined on page 7 of this Notice of Meeting) may not vote as a proxy on this Resolution 5 if the appointment of the proxy does not specify how the proxy is to vote on this Resolution 5. However, the Chairman of this Annual General Meeting can vote undirected proxies, provided the member voting expressly authorises the Chairman to do so (by ticking the Chairman's Box in the second section of Step 1 of the Proxy Form)

ITEM 7 - RESOLUTION 6 – GRANT OF OPTIONS TO ELANE ZELCER

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

“That, for the purposes of ASX listing Rule 10.14, Chapter 2E of the Corporations Act and for all other purposes, Shareholders approve the issue to Elane Zelcer under the Immuron Executive Share Option Plan ( ESOP ) of 1,000,000 Options to acquire 1,000,000 ordinary shares in the capital of the Company expiring on 15 December 2014, with the exercise price for each option of fourteen cents ($0.14) and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Pursuant to Listing Rule 10.15.5 and section 224 of the Corporations Act, the Company will disregard any votes cast on Resolution 6 by a director of the Company (including Elane Zelcer) (collectively Participating Party ) and any associate of the Participating Party. However, the Company will not disregard a vote if:

• a) it is cast by the Participating Party as 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 Participating Party who is 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.

Further, an Excluded Voter (as defined on page 7 of this Notice of Meeting) may not vote as a proxy on this Resolution 6 if the appointment of the proxy does not specify how the proxy is to vote on this Resolution 6. However, the Chairman of this Annual General Meeting can vote undirected proxies, provided the member voting expressly authorises the Chairman to do so (by ticking the Chairman's Box in second section of Step 1 of the Proxy Form)

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ITEM 8 - RESOLUTION 7 – APPROVAL OF PRIOR ISSUE OF SECURITIES TO

SOPHISTICATED OR PROFESSIONAL INVESTORS

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 7,380,000 fully paid shares and 2,460,460 options in the Company to professional or sophisticated investors on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion Statement

Pursuant to Listing Rule 7.5.6 of the Corporations Act, the Company will disregard any votes cast on Resolution 7 by a person who participated in the issue and any associate of a person who participated in the issue. However, the Company will not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy form; or

• 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.

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 4 October 2011

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).

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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 7.00pm Melbourne time on Monday 28 November 2011.

Appointment of Proxies

A member entitled to vote may vote their shares directly by completing Step 2 on the enclosed Proxy Form and returning the Proxy Form as indicated below. In this case a member is not appointing a proxy. Members voting directly should complete a "for" or "against" for each resolution. A vote of "abstain" for a direct vote will result in the shares represented by that vote not counting towards a majority vote. If no direction is given for a particular resolution and no proxy appointed, the vote (other than a vote with respect to Resolution 1) will be passed to the Chairman of the meeting to vote as that member's undirected proxy.

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 complete the first section of Step 1 on 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. If the proxy appointments do not specify the proportion or number of your votes that each proxy may exercise, each proxy may exercise half your votes. If there is more than one proxy appointed, on a show of hands only one of the proxies may vote, but on a poll, each proxy may exercise votes in respect of those shares the proxy represents.

The Chairman intends to vote all undirected proxies in favour of the resolutions put in the Notice of Meeting.

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Subject to the specific proxy provisions applying to Resolution 1 (refer below):

• (a) if a member has not directed their proxy how to vote, the proxy may vote as the proxy determines, and

• (b) if a member appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an Item of Business, the Chairman will vote in accordance with his voting intention as stated in this Notice of Meeting, namely in favour of each of the proposed resolutions set out in the Notice of Meeting.

If a member (who is not an Excluded Voter) has appointed as their proxy an Excluded Voter, and directed that proxy how to vote with respect to Resolution 1, the Excluded Voter may only vote upon Resolution 1 as directed by the member. To direct the Excluded Voter as proxy the member must either:

• (i) complete a "for" or "against" or "abstain" at Step 2 of the Proxy Form for Resolution 1 (Item 2 of the Items of Business), or

• (ii) tick the Chairman's undirected proxy (remuneration authorisation) box the second section of Step 1 on the Proxy Form (in which case the member is directing the Chairman to vote with respect to Resolution 1 in accordance with the Chairman's stated intention, namely "for" Resolution 1).

Please note – if you appoint as your proxy an Excluded Voter other than the Chairman, you can only direct the proxy with respect to Resolution 1 by completing the Proxy Form as described in (i) above, not as described in (ii) above.

A Excluded Voter for these purposes means collectively one of the Key Management Personnel (as set out on page 8 of the Company’s 2011 Annual Report, and is defined in the Corporations Act 2001 to include the Chairman) ( KMP ) or one of KMP's closely related parties (which includes a spouse, dependent and certain other close family members and companies controlled by the KMP).

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 Monday 28 November 2011.

For intermediary online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

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.

ITEM 1 RECEIPT OF FINANCIAL REPORTS

The Company’s financial report and the reports of the directors and auditor for the year ended 30 June 2011 are placed before the meeting giving shareholders the opportunity to discuss these documents and to ask questions. There is no requirement either in the Corporations Act or the Company’s Constitution for shareholders to approve the financial report, and the reports of the directors and the auditors. The Company’s auditor will be available to take questions about the preparation and conduct of the audit, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the content of the auditors 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) 9328 1675, no later than close of business on Monday 28 November 2011.

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.

ITEM 2 - RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

The Directors’ Report for the year ended 30 June 2011 contains a remuneration report (as set out on pages 6 to 13 in the Annual Report) which sets out the policy for remuneration of Directors and senior executives. Shareholders attending the Annual General Meeting will be given a reasonable opportunity to ask questions about, or make comments on the remuneration report.

The vote on this resolution is advisory only and does not bind the Directors of the Company but it will still be put to Shareholders at the Annual General Meeting.

As a result of changes to the Corporations Act 2001 becoming effective on 1 July 2011:

• (a) members of the key management personnel whose remuneration details are included in the remuneration report (and any closely related party of those members) are not permitted to vote on a resolution to approve the Remuneration Report, and

• (b) if the vote to approve the Remuneration Report receives a “no” vote by at least 25% of the votes cast, this will constitute a “first strike”

Where a “first strike” occurs at the 2011 Annual General Meeting:

• (a) the Company’s subsequent Remuneration Report ( in other words, the Company’s Remuneration Report to be included in the 2012 Annual report) must include an explanation of the Board’s proposed action in response to the “no vote” or an explanation of why no action has been taken, and

• (b) if the Company’s subsequent Remuneration Report also receives a “no vote” at the 2012 Annual General Meeting of at least 25% of the votes cast, then Shareholders at the 2012 Annual General Meeting will be asked (at that 2012 Annual General Meeting) to vote on whether or not the Company is to hold another general Shareholder’s meeting (within the following 90 days) to vote on a “spill resolution” under section 250V of the Corporations act 2001.

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Due to recent changes to the Corporations Act 2011 the Board abstains from making a recommendation in relation to resolution 2.

As set out in the Notice of Annual General Meeting, any member of the key management personnel whose remuneration details are included in the Remuneration report, together with a closely related party of those members, are excluded from casting a vote on Resolution 1

ITEM 3 - RESOLUTION 2 - RE-ELECTION OF DIRECTOR

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. Professor Roy Robins-Browne was last re-elected to the Board of Directors at the Company's 2009 Annual General Meeting. In accordance with these provisions, Professor Roy Robins-Browne must retire and offer himself for re-election.

The Board (in the absence of the relevant Director) unanimously recommends that that shareholders vote in favour of this resolution.

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

Professor Roy Robins-Browne is Professor of Microbiology and Immunology at the University of Melbourne. He is also Head of Microbiological Research, at the Murdoch Children’s 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.

ITEMS 4 – 7 - RESOLUTIONS 3 TO 6 - GRANT OF OPTIONS TO DIRECTORS

A. Introduction - Option Particulars

As the Board believes the factors relevant to the issue of options to all the directors (the subject of Resolutions 3 to 6 inclusive) ( Participating Directors ) are the same, the explanatory notes for all of Resolutions 3, 4, 5 and 6 are presented together in this Section.

The Company proposes to grant, subject to shareholder approval, a total of 5,000,000 Options for no consideration amongst the Participating Directors as listed in Table 1 below. Each Option will have an exercise price of fourteen cents ($0.14) and will have an expiry date of 15 December 2014.

The Options will be granted in accordance with the rules of the Company's Executive Share Option Plan ( ESOP ) approved by shareholders at the General Meeting held on 5 September 2011.The terms of the Options are set out in Annexure A to this Explanatory Statement. The name of the Participating Directors, and the number of options each is proposed to be issued, is set out in the following Table 1:

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Table 1 – Option Details

Participating Directors Resolution 3 - Colin Chapman Resolution 4 - Roy Robins- Browne Resolution 5 - Simon Sallka Resolution 6 - Elane Zelcer Total	Number of	Options 2,000,000 1,000,000 1,000,000 1,000,000 5,000,000	Number of ordinary shares	Number of ordinary shares	Number of ordinary shares
				to issue	upon exercise of Options 2,000,000 1,000,000 1,000,000 1,000,000 5,000,000

B. Reasons for granting options

The granting of Options to the above Directors encourages the Directors through their share ownership to have a greater involvement in achieving the Company’s objectives. Greater share ownership also provides an incentive in participating in the future growth of the Company and achieving the strategies as set out in the strategic direction set for the Company. The granting of Options is also a cost effective means of providing a reward to the participating Directors as opposed to the payment of additional cash compensation in achieving the corporate objectives. In accordance with the Company’s remuneration policy the granting of the Options to non-executive Directors is not linked to individual performance.

It should be noted by shareholders that it is proposed to grant the above Options notwithstanding that the guidelines contained in Box 8.2 of the ASX Corporate Governance Principles and Recommendations indicate that non-executive Directors should not receive options as part of their remuneration.

In seeking shareholder approval to the issue of the Options the following factors were considered in determining the number of Options offered to Directors:

• the current level of remuneration received by Directors over recent years;

• the offer of incentives through options to ensure continuity of service to Directors who have the appropriate knowledge and expertise; and

• ensuring that the total remuneration offered to Directors is competitive and that it is in line with present market conditions.

If all of the Options issued pursuant to Resolutions 3 to 6 are exercised at the above price, the respective funds paid to the Company by the Participating Directors would be as set out in Table 2 below:

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Table 2 – Proceeds from the exercise of Options

Director

Amount to be paid on exercise of Options

Colin Chapman	$280,000.00
Roy Robins-Browne	$140,000.00
Simon Sallka	$140,000.00
Elane Zelcer	$140,000.00
Total	$700,000.00

The Company will therefore receive a cash inflow of $700,000.00 from the above Directors if all of these options are exercised.

C. Legal Requirements

(i) ASX Listing Rule 10.14

Listing Rule 10.11 requires shareholder approval by ordinary resolution to any issue by a listed company of securities to a related party. An exception to obtaining shareholder approval pursuant to Listing Rule 10.11 is where shareholder approval is obtained pursuant to Listing Rule 10.14. ASX Listing Rule 10.14 does not allow directors to be issued securities under an employee incentive scheme without the prior approval of the shareholders. For the purposes of the ASX Listing Rules, the ESOP is an "employee incentive scheme". Accordingly, approval is sought pursuant to Listing Rule 10.14 for each of Resolutions 3 to 6 (inclusive).

In order to secure ASX Listing Rule 10.14 approval, the following information in relation to the Options to be granted pursuant to Resolutions 3 to 6 is provided to shareholders for the purposes of Listing Rule 10.15:

• (a) the Options will be granted to the directors listed in Table 1 above;

• (b) the maximum number of options that may be acquired by the each director the subject of these resolutions (and the maximum number of shares to issue upon the exercise of the Options) is set out in Table 1 above;

• (c) the options will be issued for no consideration, but have an exercise price of $0.14 per share;

• (d) there have been no securities issued pursuant to the ESOP since the ESOP was last approved (at the Company's 5 September 2011 General Meeting);

• (e) all employees (which includes executive directors) and non-executive directors of the Company are entitled to participate in the ESOP;

• (f) respective voting exclusion statements for each of resolutions 3, 4, 5 and 6 are provided in the Notice of Meeting;

• (g) there is no intention for the Company to provide any loans to any of the directors (who will be issued options as contemplated by resolutions 3 to 6) in relation to the issue or exercise of these options;

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• (h) the Options will be allotted, granted and will vest immediately on a date which will be no later than 12 months after the date of this Meeting,

(ii) Corporations Act 2001

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

1. the giving of the financial benefits falls within one of the nominated exceptions to the provision; or

2. shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval. For the purposes of Chapter 2E of the Corporations Act, each of the Participating Directors is considered to be a related party of the Company.

Resolutions 3 to 6 provide for the grant and vesting of Options to the Participating Directors which is a financial benefit which requires shareholder approval.

Background - Current Shareholdings Holdings

Set out below in Table 3 are details of each of the Participating Directors’ relevant interest in Shares of the Company as at the date of this Notice:

Table 3 – Current Shareholdings

Participating Director	Shares Held	Shares Held	Total Shares
	Directly	Indirectly	Held
Resolution 3 – Colin Chapman	1,280,080		1,280,080
Resolution 4 - Roy Robins-Browne	75,000	326,035	401,035
Resolution 5 - Simon Sallka	443,069	1,001,142	1,444,211
Resolution 6 - Elane Zelcer	66,591		66,591

Any shares (and attaching options) that may be subscribed for by the above Directors under the non- renounceable share and option offer to shareholders, which closes on 28th October 2011, are not included in the above shareholdings.

No Director has any direct or indirect interest in any unlisted options currently on issue by the Company.

Information Requirements

For the purposes of Chapter 2E of the Corporations Act the following information is provided pursuant to Section 219 of the Corporations Act

The related party to whom the proposed resolution(s) will provide a financial benefit.

Subject to shareholder approval, the name of each related party to whom the financial benefit is proposed to be given (each a Participating Directors), and the maximum number of Options proposed to be granted to the respective Participating Director (together with the maximum number of shares to issue to the respective Participating Director upon the exercise of their Options), is set out in Table 1 above.

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The nature of the financial benefit

The proposed financial benefit to be given is the grant of Options for no consideration. One fully paid ordinary share in the capital of the Company will issue for the exercise of each Option. The exercise price of each Option is $0.14. Every Option has an expiry date of 15 December 2014. .

Director's recommendations

All the Directors were available to make a recommendation for the Resolutions 3, 4, 5, and 6, but each Director decided to abstain from making a recommendation with respect to any of these Resolutions as each Director had an interest in one of Resolutions 3, 4, 5, and 6.

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors.

The proposed ordinary Resolutions 3, 4, 5 and 6 would have the effect of giving power to the Directors to grant a total of 5,000,000 Options on the terms and conditions as set out in Annexure A to this Explanatory Statement and as otherwise mentioned above.

The Company currently has the following securities on issue:

Listed fully paid ordinary shares	333,094,800
Unlisted Options	7,025,929

Details of unlisted Options are set out in Table 4 as follows:

Table 4 – Aggregate unlisted options

Expiry date 31 January 2012 31 May 2012 30 June 2012 31 August 2012 31 May 2013	Exercise Price $0.085 $0.10 $0.10 $0.10 $0.0945	Number 500,000 2,657,144 658,785 2,460,000 750,000

If all Options granted to the Participating Directors as proposed in Resolutions 3, 4, 5 and 6 are exercised, and assuming none of the other existing Options on issue have been exercised, the dilution effect upon all shareholders (other than the Participating Directors) of issuing the options to the respective Participating Director (assuming those Participating Directors exercised all their Options issued pursuant to these resolutions), based on the total number of shares on issue as at the date of this Explanatory Statement, would be as shown in Table 5 below.

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Table 5 – Shareholder Dilution upon Option exercise

Participating Directors Resolution 3 - Colin Chapman Resolution 4 - Roy Robins-Browne Resolution 5 - Simon Sallka Resolution 6 - Elane Zelcer Total	Number of Options 2,000,000 1,000,000 1,000,000 1,000,000 5,000,000	Number of Options 2,000,000 1,000,000 1,000,000 1,000,000 5,000,000	Percentage dilution of total	Percentage dilution of total
				shareholdings upon exercise of Options 0.6% 0.3% 0.3% 0.3% 1.5%

The market price of the Company’s Shares during the period the Options may be exercised will normally determine whether or not the Participating Directors exercise their respective Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company’s Shares may be trading at a price which is higher than the exercise price of the Options.

In the 3 months before the date of this Notice of Meeting the highest, lowest and last trading price of the Company's shares on the ASX are set out below:

Highest	$ 0.075	21 July 2011
Lowest	$ 0.056	27 September 2011

The Participating Directors’ fees per annum (including Board Committee fees and superannuation) and the respective financial benefit to be received by each Participating Director in the financial year ending 30 June 2012 as a result of the grant of the Options the subject of Resolutions 3 to 6 are as follows:

Directors fees Board Committee fees Superannuation Amortised cost of options for the 2012 financial year	Colin Chapman Roy Robins- Browne Simon Sallka Elane Zelcer 62,500 40,000 40,000 40,000 - - 5,000 5,000 5,625 3,600 4,050 4,050 944 472 472 472
	69,069 44,072 49,522 49,522

The total value of the benefit received by Participating Directors arising from the granting of the options has been calculated as an aggregate of $13,000 of which $2,360 relates to the 2012 financial year. The valuation of $13,000 has been calculated using the Black and Scholes Option Pricing Model, as set out below.

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Valuation of Options

The value of an option calculated using the Black & Scholes Model is a function of a number of variables with the following variables used for this valuation.

• (a) An underlying security price of $0.0645 based on the 5 day Volume Weighted Average Closing Price of the Company's securities up to and including the 22 September 2011, on the assumption that this underlying security price will not vary significantly for the 5 day Volume Weighted Average Closing Price of the Company's securities up to and including the date of their issue and that should there be a variation, the valuation described below will vary in the same proportion.

• (b) An exercise price of $0.14 per option.

• (c) A dividend rate of 0%.

• (d) A volatility rate for the Company's share price of 29% computed using historical closing share prices for the six month period ending 22 September 2011.

• (e) A risk free rate of 6.25% being the current yield on Commonwealth Government securities with a maturity date approximating that of the expiration period of the options as at 15 December 2014 .

• (f) An expiration period of 1,096 days from the respective dates of the grant of the Options assuming that the Options will not be exercised any earlier than upon or just before their expiration date.

Based on the valuation methodologies adopted and the assumptions made, the respective values of the Options to be granted to the Participating Directors are as shown in Table 6 below.

Table 6– Valuation of Options

Participating Directors Resolution 3 - Colin Chapman Resolution 4 - Roy Robins-Browne Resolution 5 - Simon Sallka Resolution 6 - Elane Zelcer Total	Valuation of Options	Valuation of Options
		$5,200 $2,600 $2,600 $2,600 $13,000

ITEM 8 - RESOLUTION 7 - APPROVAL OF PRIOR ISSUES OF SECURITIES TO SOPHISTICATED OR PROFESSIONAL INVESTORS

Issue of Shares

Resolution 7 is being put before shareholders in accordance with ASX Listing Rule 7.4. The shares were allotted to sophisticated or professional investors (being persons to whom a disclosure document was not required by virtue of sections 708(8) or 708(11) of the Corporations Act).

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

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company may subsequently obtain approval from shareholders for a prior issue of securities 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, or to consider any possible acquisitions, when necessary.

The Board now seeks shareholder approval to the issue of these additional securities to refresh the Company's ability in the 12 months following the date the approval is obtained 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 7,380,000 fully paid ordinary shares and 2,460,460 options expiring on 31 August 2012.

• (b) The options have an exercise price of ten (10) cents per option.

• (c) The prices at which the above securities were issued are as follows:

Date Issued 25 August 2011	Issue price Cents per share 7.0	Number of Securities Issued Shares Options 7,380,000 2,460,460	Number of Securities Issued Shares Options 7,380,000 2,460,460	Number of Securities Issued Shares Options 7,380,000 2,460,460
				7,380,000

(d) The terms of the securities:

The shares issued are fully paid ordinary shares and rank equally with all other ordinary shares on issue. The options are unlisted, vested immediately upon issue, and confer the right to subscribe for one fully paid ordinary share for every option issued, which shares upon issue will rank pari passu with existing fully paid ordinary shares.

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

James Barry Drill & Elizabeth Curtis Drill (James Barry Drill S/F A/C) Jeffrey William Browne & Anne Christine Browne Peter McClure & Denise Anne McClure		Shares 6,700,000 180,000 500,000 7,380,000		Options 2,233,333 60,000 166,667
				2,460,000

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

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

The funds raised from the above securities issue were for working capital purposes and the ongoing research conducted at the Hadassah Medical Center.

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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 7 of the notice of Annual General Meeting by any person who participated in the issues (i.e. one of the Allottees described in section (e) above), and an associate of any of the Allottees.

However, the Company need not disregard a vote if:

• (g) 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,

• (h) 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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ANNEXURE A

Immuron Limited

(ACN 063 114 045)

TERMS AND CONDITIONS OF DIRECTORS’ OPTIONS Expiring 15 December 2014

• (a) The Options will vest immediately upon their issue which will be no later than 12 months after the date of the General Meeting. The Options will expire on 15 December 2014 ( Expiry Date ).

• (b) Each Option can be exercised at any time prior to the Expiry Date and shall confer the right to subscribe for one fully paid ordinary share ( Share ), ranking pari passu with existing issued fully paid ordinary shares in the capital of the Company.

• (c) Subject to clause (l) below, the Options shall be exercisable by notice in writing to the Company received at any time on or before the Expiry Date. The fully paid ordinary shares will be allotted not more than 15 days after (but not including) the exercise date.

• (d) An Eligible Director may exercise some or all of their Options. If only some of the Options are exercised, each notice of exercise from a particular Eligible Director must be for not less than 10,000 shares and in multiples of 10,000 shares.

• (e) The exercise price for each Option shall be fourteen cents ($0.14).

• (f) The Options may be transferred at any time in whole or part.

• (g) A certificate will be issued for the Options. On the reverse side of the certificate there will be endorsed a statement of the rights of the option holder and a notice that is to be completed when exercising the Options. If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.

• (h) The option holder will not be permitted to participate in any new pro rata entitlement issues of securities of the Company based just on a holding of these Options.

• (i) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Securities Exchange Limited.

• (j) The Options will not give any right to participate in dividends until shares are allotted pursuant to the exercise of the relevant Options.

• (k) There is no right to change the exercise price of the Options or the number of underlying fully paid ordinary shares into which the Options can be exercised, if the Company completes a bonus or entitlements issue.

• (l) Notwithstanding clause (c) above, all Options may be exercised by the option holder:

• (i) in the event a takeover bid (as defined in the Corporations Act 2001) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or

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• (ii) at any time after the occurrence of an event which results in a shareholder, or group of associated shareholders, being entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in a general meeting, to replace all or a majority of the Board of Directors of the Company; or

• (iii) if a merger by way of scheme of arrangement under the Corporations Act 2001 has been approved by the Court under section 411(4) (b) of the Corporations Act 2001.

• (m) The Options will not be quoted on the ASX. The Company intends to apply to the ASX for quotation of any shares issued upon the exercise of the Options;

• (n) Notwithstanding any provision in these terms to the contrary, where the Company is admitted to the Official List of the Australian Stock Exchange Ltd (ASX), these Options and any shares issued on exercise of these Options are subject always to the provisions of the Company's Constitution and the ASX Listing Rules (as amended) and to the extent of any inconsistency between these terms, the Company's Constitution and the ASX Listing Rules, the ASX Listing Rules prevail.

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Lodge your vote:

Immuron Limited

ABN 80 063 114 045

 Online:

www.investorvote.com.au



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

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 10.30am Monday 28 November 2011

How to Vote on Items of Business

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

Appointment of Proxy

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.

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.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

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

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

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. Delete titles as applicable.

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.investorcentre.com under the information tab, "Downloadable Forms".

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

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. I9999999999 Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise I 9999999999 I ND your broker of any changes.

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Immuron Limited hereby appoint the Chairman OR of the meeting

XX

 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 Middletons Lawyers, Rialto South Tower, Level 25, 525 Collins Street, Melbourne, Victoria on Wednesday 30 November 2011 at 10.30am and at any adjournment of that meeting.

Important for Resolutions - If the Chairman of the Meeting is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 as set out below and in the Notice of Meeting and you are also expressly authorising the Chairman of the Meeting to exercise your proxy on Resolutions 3, 4, 5 and 6. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 1, 3, 4, 5 and 6 the Chairman of the Meeting will not cast your votes on Resolutions 1, 3, 4, 5 and 6 and your votes will not be counted in computing the required majority. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman how to vote by either marking the boxes in Step 2 below (for example if you wish to vote for or against or abstain from voting) or by marking this box (in which case the Chairman of the Meeting will vote in favour of Resolutions 1, 3, 4, 5 and 6).

The Chairman of the Meeting intends to vote all available proxies in favour of Resolutions 1, 3, 4, 5 and 6 of business.

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I/We direct the Chairman of the Meeting to vote in accordance with the Chairman's voting intentions on Resolution 1 (except where I/we have indicated a different voting intention below) and I/we also expressly authorise the Chairman of the Meeting to exercise my/our proxy on Resolutions 3, 4, 5 and 6. I/We acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 1, 3, 4, 5 and 6 are connected directly or indirectly with the remuneration of a member of key management personnel and/or even if the Chairman of the Meeting has an interest in the outcome of these items and that votes cast by the Chairman, other than as proxy holder, would be disregarded because of that interest.

 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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Resolution	1	Adoption of Remuneration
		Report
Resolution	2	Re-election of Professor Roy
		Robins-Browne as a Director
Resolution	3	Grant of Options to Colin
		Chapman
Resolution	4	Grant of Options to Roy
		Robins-Browne

Resolution 5 Grant of Options to Simon Sallka Resolution 6 Grant of Options to Elane Zelcer Resolution 7 Approval of prior issue of securities to sophisticated or professional investors

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

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----- Start of picture text -----

SIGN
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 / /
----- End of picture text -----

I M C

9 9 9 9 9 9 A

Immuron Limited ABN 80 063 114 045

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 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 notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

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;

Securityholder 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