Immuron Ltd — AGM Information 2011

Aug 2, 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

3 August 2011

The Manager The Company Announcement Officer Australian Securities Exchange Sydney NSW 2000

Dear Sir

Notice of General Meeting 5[th] September 2011

Attached is copy of the notice of meeting, together with the explanatory statement for the above meeting, which will be held at the offices of Middletons Lawyers, Level 25, 525 Collins Street, Melbourne, commencing at 10.00am.

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Company Secretary Immuron Limited

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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

3 August 2011

Dear shareholder

I invite you to attend the Company’s General Meeting which will be held at the offices of Middletons Lawyers, Level 25, 525 Collins Street, Melbourne, on Monday 5[th] September 2011, commencing at 10.00am.

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

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 the progress of our global Travelan commercialisation strategies, important clinical studies, together with the programs for the ongoing research and product development in the coming twelve months.

I look forward to meeting you at the General Meeting

Yours faithfully

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Professor Colin Chapman Chairman

1

IMMURON LIMITED

ACN 063 114 045

NOTICE OF GENERAL MEETING

IMMURON LIMITED (“Company”) gives notice that a General Meeting of the Company will be held at Middletons Lawyers, Rialto South Tower, Level 25, 525 Collins Street, Melbourne, Victoria on Monday 5th September 2011 commencing at 10.00am

SPECIAL BUSINESS

Resolution 1 – Approval of the Executive Share Option Plan

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

“That, for the purpose of section 200E of the Corporations Act 2001, ASX Listing Rules 7.1 and 7.2 (exception 9(b)) and for all other purposes, Shareholders approve the rules of the Immuron Executive Share Option Plan ( ESOP ) and authorise the Directors to issue options in their discretion in accordance with that ESOP from time to time.”

Pursuant to ASX Listing Rule 7.2 (Exception 9) and section 200E(2A) of the Corporations Act 2001, the Company will disregard any votes cast on Resolution 1 by the Directors of the Company, any person within the application of section 200B of the Corporations Act 2001 ("retirees") and any associate of a Director or such retirees. 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.

Resolution 2 - 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 15,717,020 securities in the Company comprising 11,151,092 fully paid shares, together with 4,565,928 options, on the dates, in the numbers and on the terms and conditions as set out in the Explanatory Statement accompanying this Notice of Meeting. ”

Pursuant to ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 2 by any person who participated in the issue the subject of resolution 2 and any person associated with those persons. 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.

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 29 July 2011

NOTES

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

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 10.00 am Melbourne time on Saturday 3[rd] September 2011.

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 10.00am on Saturday 3[rd] September 2011.

Online voting will be available at www.investorvote.com.au. You will require your SRN/HIN and the control number (printed on your proxy form).

Custodians Voting – For Intermediary Online subscribers only (custodians) please visit www.intemediaryonline.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.

IMMURON LIMITED

ACN 063 114 045

EXPLANATORY STATEMENT

This information forms part of the Notice of the 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 General Meeting.

Resolution 1 Approval of the Executive Share Option Plan (ESOP)

1.1 Background

The Directors consider it is desirable to introduce an ESOP to provide Directors, senior executives, employees and consultants ( ESOP Participants ) with an opportunity to participate in the Company’s future growth and provide them with an incentive to contribute to that growth. Accordingly the Directors adopted the Immuron Limited Executive Share Option Plan ( ESOP ) on 20 July 2011 and now seek shareholder approval of that ESOP. Under the Company’s current circumstances the Directors consider providing this incentive to ESOP Participants is a cost effective incentive for the Company as opposed to alternative forms of incentives such as cash bonuses, or other forms of increased remuneration.

No options will be issued to Directors or related party under the ESOP without prior approval of shareholders.

Under the ESOP the Board may offer to Eligible Persons the opportunity to subscribe for options in the Company as the Board may determine from time to time on the terms as outlined in the rules of the Plan. A summary of the provisions of the ESOP appears in section 1.5 below, and a copy of the ESOP is available on the Company's website for shareholders to peruse.

If resolution 1 for the adoption of the ESOP is not approved by the shareholders the ESOP will be maintained, however, any securities issued under the ESOP will count towards the 15% restriction under Listing Rule 7.1.

Shareholder approval under section 200E of the Corporations Act (described in section 1.2 below) is being sought to give the Board maximum flexibility in the manner in which it may exercise its discretion under the ESOP. There is no guarantee that the Board will grant any of the termination benefits described in section 1.2 below.

1.2 Section 200E of the Corporations Act

Under section 200B of the Corporations Act, a company may only give a person (who holds a managerial or executive office in the Company) a benefit in connection with their retirement if it is approved by shareholders or an exemption applies.

The ESOP allows the Board, in its discretion, to afford persons ceasing employment with the Company certain benefits under the ESOP. The term "benefit" has a wide operation and includes the Board exercising its discretion to bring forward the option exercise period and permit an early exercise of the Participant’s options granted under the ESOP ( Accelerated Exercise Period ). In addition it could include any financial assistance given on exercise of an option.

1.3 Information required for Section 200B

For a section 200B benefit to be allowed, section 200E requires that this Notice of Meeting provide shareholders with either the value of the proposed benefits or, where the value of the proposed benefits cannot currently be ascertained, the manner in which the value of the

proposed benefits is calculated, and the matters, events and circumstances that will, or are will likely to, affect the calculation of the value.

As stated above, the Board has not determined that it will exercise discretion to grant any Accelerated Exercise Periods. In the circumstances of a possible Accelerated Exercise Period, the value of the termination benefits that the Board may give under the ESOP cannot be determined in advance, as many of the factors that will or are likely to affect that value will not be known until the time the benefit is decided to be awarded (if at all).

Specifically, the value of an Accelerated Exercise Period will depend on a number of factors, including the Company’s share price at the time of vesting of the options and the number of options that the Board decides to allow vest early (if any). Shareholders should note the benefit is restricted to an acceleration of the vesting of an option; it does not change the exercise price or the number of shares which are subject to the option/s.

In addition under the terms of the ESOP (summarised in section 1.5 below), the Board also has a discretion to provide financial assistance to an entitled person (in an amount up to the exercise price) in order for that person to exercise the ESOP options. If such a loan was provided on the exercise of an option in connection with a person ceasing to be an employee, that loan would also constitute a benefit within the application of section 200B. The maximum value of such a loan would be the aggregate exercise price of the underlying options. The Board currently has no intention to provide any such assistance, but the ability to do so is within the discretion of the Board

1.4 ASX Listing Rules

Listing Rule 7.1 requires shareholder approval for an issue of equity securities if, over a rolling 12 month period, the amount of equity securities issued (without prior shareholder approval) is more than 15% of the number of ordinary shares on issue at the start of that 12 month period.

Listing Rule 7.2 exception 9(b) provides that an issue of securities under an employee incentive scheme does not detract from the available 15% limit under Listing Rule 7.1 if the issue of securities is made under an employee incentive scheme and that employee incentive scheme was approved by shareholders no more than three years before the date of issue. The ESOP is regarded as an employee incentive scheme for the purposes of Listing Rule 7.2.

Accordingly shareholder approval is sought pursuant to resolution 1 so that the Company can grant options pursuant to the ESOP from time to time ( ESOP options ), and issue shares upon the exercise of those ESOP options, for the purposes of Listing Rule 7.2 Exception 9(b).

The Company intends that the issue of options under the Employee Share Option Plan not be included when undertaking the calculation pursuant to Listing Rule 7.1. Accordingly, it is seeking shareholder approval in order for the Company to be able to issue options pursuant to the Employee Share Option Plan and have those options qualify under exception 9 to Listing Rule 7.2.

1.5 Information required for Listing Rule 7.2 Exception 9

Listing Rule 7.2 Exception 9(b) requires the information detailed in the table below to be provided to members for approval under this resolution:

Employee Share Option Plan Summary	Selected senior management and consultants and the directors of the Company (collectively theParticipants) are eligible to participate in the ESOP at the absolute discretion of the Company's board of directors (Board). The aggregate number of shares which may be issued upon the exercise of the ESOP options, and all other share purchase plans shall not at any time exceed 5% of

the total number of issued shares of the Company. Shares allotted and issued under the ESOP must rank equally in all respects with other shares from the date of allotment and issue, subject to the satisfaction of any applicable disposal restrictions. The vesting date, expiry date, exercise price and exercise period in relation to an option issued under the ESOP are determined by the Board in its discretion. The ESOP also permits the Board, in its absolute discretion, to provide financial assistance to an entitled person (in an amount up to the exercise price) in order for that person to exercise the ESOP options. The assistance (subject to compliance with the provisions of the Corporations Act and the Listing Rules) would be by way of a full recourse loan to the optionholder on commercial terms, to be secured in favour of the Company (with the shares issuing upon exercise of the ESOP options subject to disposal restrictions determined by the Board) until the loan is repaid. The Board currently has no intention to provide any such assistance, but the ability to do so is within the discretion of the Board. The above is only a summary of the main features of the ESOP. A full copy of the ESOP is available for inspection on the Company's website and at the Company’s registered office (A copy will be provided without charge to shareholders on request).

The number of options issued since the last shareholder approval

The Company has not issued any options to acquire fully paid ordinary shares pursuant to this ESOP.

1.6 No Recommendation

As the Directors of Immuron Limited are excluded from voting under the Listing Rules, they make no recommendation to the shareholders in respect of the Employee Share Option Plan. The Chairman in his capacity as proxy holder intends to vote undirected proxies in favour of approving this Resolution 1.

Resolution 2 ‐ Approval of Prior Issues of Securities

2.1 Issue of Shares

Resolution 2 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 securities 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 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 equity securities 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 securities to refresh the Company's ability in the future to issue up to 15% of its equity securities, without obtaining prior shareholder approval, under Listing Rule 7.1.

2.2 ASX Listing Rule 7.5 Information

Pursuant to ASX Listing Rule 7.5, the Company provides the following information in respect of the securities previously issued:

(1) The Number of securities previously allotted

• (a) 11,151,092 fully paid ordinary shares.

• (b) 4,565,928 options over fully paid shares.

(2) The prices and terms at which the shares and options were issued

The prices and terms at which the shares and options were issued are as follows:

Fully paid ordinary shares

Issue price Cents per share 18 February 2011 (employee allotment) Av. $0.0708 13 May 2011 (capital raising allotment) $0.07 28 June 2011 (capital raising allotment) $0.07 Total Shares Issued Options Issued Date Issued Expiry Date Exercise Price 18 February 2011 (employee allotment) 31 January 2012 $0.085 18 February 2011 (employee allotment) 31 May 2013 $0.0945 13 May 2011 (capital raising allotment) 31 May 2012 $0.10 28 June 2011 (capital raising allotment) 30 June 2012 $0.10 Total Options Issued	Issue price Cents per share	Issue price Cents per share		Number of shares 965,952 8,178,786 2,006,354	Number of shares 965,952 8,178,786 2,006,354	Number of shares 965,952 8,178,786 2,006,354
		Av. $0.0708 $0.07 $0.07 Exercise Price $0.085 $0.0945 $0.10 $0.10
				11,151,092
						4,565,928

(3) 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 and confer the right to subscribe for one fully paid ordinary share which will rank pari passu with existing issued fully paid ordinary shares.

(4) The names of the allottees for the above share and option issues ( Allottees ) are as follows :

eXfactor Pty Ltd Biomeltzer Pty Ltd Avi Gordon Armcrase Pty Ltd Semra Barutchu Peter J & James A S Bolton (PJ & LJ Bolton Super Fund) Georgina Coombe-Tennant Drill Investments Pty Ltd Elect Equity Pty Limited Roger G Davis Peter Hackel Francis A Hutchinson Kroeger Enterprises Pty Ltd ( Kevt Unit Account) Maria Lorandi Samantha McGrath A S Munn (Consultants) Pty Ltd Mrs Marilyn O’Brien Pumpa Holdings Pty Ltd (RGT Superannuation A/C) Chris Roberts Enterprises Pty Ltd (ATF Nason Superannuation Fund) Carole Saikaly Tygen Pty Ltd ( ATF Barca Family Trust) Robert A Oliphant Anne Runhardt RBC Dexia Investor Services Australia Nominees Pty Ltd Gordon Capital Pty Ltd Dr Damien Purcell George Roksandic Gavin Lim-Joon Dr Jamie D Taylor Keith P Guiney K Guiney & Christopher McLoughlin Thomas J R O’Brien Victor Wong Total Shares and Options		Shares 500,000 417,342 191,681 150,000 150,000 200,000 100,000 1,000,000 500,000 400,000 50,000 220,000 857,143 400,000 14,286 300,000 50,000 300,000 200,000 342,857 200,000 214,286 1,428,571 800,000 94,286 64,286 200,000 69,000 714,286 150,000 128,782 714,286 30,000	Options 1,250,000 - - 50,000 50,000 66,667 33,333 333,333 166,667 133,333 16,667 73,333 285,714 133,333 4,762 100,000 16,667 100,000 66,667 114,286 66,667 71,429 476,190 266,667 31,429 - 66,667 23,000 238,095 50,000 42,927 238,095 -
	11,151,092		4,565,928

Total Shares and Options

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

(5) 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.

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

 www.investorvote.com.au

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

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

 For your vote to be effective it must be received by 10.00am (AEST) Saturday, 3 September 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/i

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. 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

to indicate your directions

Please mark

Appoint a Proxy to Vote on Your Behalf

XX

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

 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 General Meeting of Immuron Limited to be held at Middletons Lawyers, Rialto South Tower, Level 25, 525 Collins Street, Melbourne, Victoria commencing on Monday, 5 September, 2011 at 10.00am (AEST) and at any adjournment of that meeting.

Important for Item 1: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 1 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 1 and your votes will not be counted in computing the required majority if a poll is called on this Item.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest. The Chairman of the Meeting intends to vote undirected proxies in favour of item 1 of business.

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

Item 1 Approval of the Executive Share Option Plan Item 2 Approval of prior issues of securities

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

SIGN

Signature of Securityholder(s) This section must be completed.

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