Immuron Ltd — AGM Information 2012

Oct 24, 2012

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ABN: 80 063 114 045 Level 1 18 Kavanagh Street Southbank, Vic 3006 Tel: +61 3 8648 4530 Fax: +61 3 9686 9460 www.immuron.com

25 October 2012

The Manager The Company Announcement Office Australian Stock Exchange Limited Sydney NSW

Dear Sir

Letter from Chairman and Notice of Annual General Meeting

Attached is a letter to all shareholders which will accompany the attached notice of meeting and proxy form in respect of the Annual General Meeting to be held on 26 November 2012.

Yours faithfully

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Graeme Stevens Company Secretary

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ABN: 80 063 114 045 Level 1 18 Kavanagh Street Southbank, Vic 3006 Tel: +61 3 8648 4530 Fax: +61 3 9686 9460 www.immuron.com

19 October 2012

Dear Shareholder,

The 2011/2012 financial year has seen many positive changes that are accelerating the commercialisation of Immuron’s products and technology.

This is my first opportunity to write to you as the Chairman of Immuron Limited, having been appointed to the Board in May of this year and then as your Chairman on the 8[th] of this month. There have been a number of changes to the Board during the year which were foreshadowed at the Annual General Meeting in November 2011. We now consider the current Board comprises strong commercial and product development experience in the biotechnology and pharmaceutical industries together with the appropriate capabilities to drive the business.

In February 2012, Professor Roy Robbins-Brown and Mr Simon Sallka resigned from the Board. In the same month, Dr Stewart Washer was appointed a non-executive Director. Dr Washer has more than 20 years Senior Executive and Board experience in medical device, drug development, food and agriculture companies, including commercial deals and capital raising.

As indicated earlier I was appointed a non- executive Director in May 2012 and my background for the past 20 years in both Australia and England has been in the pharmaceutical industry product development, manufacturing and product commercialisation; a background that will support Immuron’s current commercialisation strategy.

It was also during May that Joe Baini, the Chief Executive Officer of the Company, was appointed as an Executive Director of the Company.

On 8th October, Professor Colin Chapman resigned from the Board following 8 years of service to Immuron. He has overseen significant changes as the company has transitioned from a research-focused company to one that is now engaging with many biotechnology and pharmaceutical companies that will continue to drive the expansion of Travelan sales and progress new product development through the clinic. While we are very sorry to see him leave the Board, we expect to benefit from his contribution to the company as a Scientific Advisor.

Also, on the 12[th] October Daniel Pollock was appointed a Director and Daniel’s experience with distribution agreements in overseas markets will also add significantly to the commercialisation of our products in the various international markets in which we are seeking to expand into.

In April, Immuron was very fortunate to be able to engage Patersons Securities Limited to advise on and manage a capital raising. It is significant that as one of Australia’s eminent brokers they were prepared to lead a $1M capital raising based on the recognition of the company’s opportunities and its strong management. The capital raising was fully subscribed, and the subsequent Share Purchase Plan, that provided the opportunity for all

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shareholders to participate, raised an additional $442,050. We thank Patersons and shareholders for their ongoing support of the company.

The past twelve months has been a very difficult period for a number of biotechnology companies similar to Immuron and this has been reflected in the current share price. Whilst it is difficult to comment on the reasons for the current low share price, the Directors were very conscious of the potential losses a number of shareholders will be showing on their investment in Immuron. The Directors took the opportunity to issue bonus options to shareholders in July 2012 on the basis of one free option for each four shares held. These options may be considered as a form of loyalty option which provides the opportunity to shareholders / option holders in 2015 to acquire additional shares at a price which we consider will be at a discount to the prevailing price in 2015.

Activities over the past 12 months have centered on expanding the territories for Travelan, seeking funds for the NASH/Fatty Liver Phase11b clinical trial, and continuing R & D on the influenza and Clostridium Difficile products.

TRAVELAN: EXPANDED TERRITORIES FOR DISTRIBUTION

• Licence agreements for distribution signed:

•  Paladin Labs Inc. (Paladin) for Canada, Latin America & Sub-Saharan Africa in November 2011;

•  IntegraMed Asia (Thailand) Co Ltd for Thailand, Hong Long, Cambodia, Vietnam & Laos in May 2012;

•  Ziwell Medical (S) Pte Ltd for Singapore, Malaysia and Brunei also in May 2012; and

•  Harvest & Health Co Ltd for China and Taiwan in September 2012.

• Increased revenues in Australia – volume increase of 112%

Travelan global commercialisation has progressed significantly. In November 2011, we announced a license agreement with Paladin for the sale of Travelan in Canada, Latin America and sub-Saharan African countries, including South Africa. Paladin is a large and growing pharmaceutical company based in Canada. Under the terms of this agreement, Immuron received an upfront payment of CAN$500,000 and has the potential to receive milestone payments that could aggregate up to CAN$115 million dollars. In May 2012, Paladin submitted Travelan to Health Canada for regulatory approval. We anticipate our Canadian licensee will launch Travelan in the first half of 2013.

In May 2012, Immuron executed two agreements, for the sale of Travelan in 7 south-east Asian countries: Thailand, Hong Kong, Cambodia, Vietnam, Singapore, Malaysia and Brunei. Travellers’ diarrhoea is endemic in these territories and, according to the World Tourism Organisation, attracted in excess of 44 million international visitors in 2011. Our partners, IntegraMed and Ziwell, have already commenced the process of applying for regulatory approval of Travelan and we anticipate our Asian licensees will launch in quarter two 2013.

In September, Immuron signed an agreement with Taiwan-based Harvest & Health for distribution of Travelan in China and Taiwan. These two countries receive approximately 60 million visitors annually, representing the 3[rd] largest international travellers’ destination in the world.

These valuable commercial agreements are expected to significantly increase the company’s current revenues commencing in 2013.

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Immuron continues to engage in many discussions in the United States, Europe and Japan and has progressed to term sheet stage in some of those territories.

NASH/FATTY LIVER

In 2011 the US Food & Drug Administration (FDA) approved an IND (investigational new drug) application for IMC124E. This key milestone enables the Company to commence a Phase IIb trial, needed to progress the product through clinical trials prior to marketing.

We continued to discuss and meet with multinational companies and over the past year, have gained genuine interest from a number of them. The consistent message that Immuron has received is that, whilst the results look very promising especially given Immuron’s unique mechanism of action, and the alluring high safety profile, they would like to see additional data before make a substantial financial commitment. The rationale for this approach is to a large extent associated with developing a product for which there is no competition in the market place and no comparator – it is magnified by the complexity of treating the liver. Immuron is currently looking at options for funding a small additional Phase II clinical trial to supplement the information generated to date.

MANAGEMENT: INCREASED DEPTH

The change in business emphasis to accelerate commercialisation of our products and technology, calls for a new set of specialist skills. In March 2012 Joe Baini was appointed CEO following his initial appointment as interim CEO.

In addition to benefiting the company through his experience and networks, his appointment continues to provide leadership that has resulted in the license agreements for distribution of Travelan in 13 new countries. During the last 12 months, Joe introduced additional business development expertise to the Immuron senior management team, reorganising this to align with the three functional elements of the business; commercialisation, new product research and timely, cost effective product development.

R&D: FUTURE OPPORTUNITIES

Immuron continues to progress its research and development, the future opportunity for the company. The NASH, influenza and Clostridium difficile (C. difficile ) products are based on the platform underpinning Travelan – Travelan’s proven safety is a key advantage for new products.

Development of the Influenza and C. difficile products continue at the University of Melbourne and Monash University respectively; both are supported by grants from the Australian Government with a small component paid by the company.

C. difficile infection causes diarrhoea and potentially life threatening intestinal conditions including colonic perforation and toxic megacolon. The major trigger for the development of C. difficile infection is the use of broad spectrum antibiotics. In view of the recent emergence of hyper virulent strains of C. difficile and lack of available treatment, there is a compelling need to develop novel preventative and treatment strategies to combat infections. Based on our strong preclinical data (announced 19[th] September 2012), Immuron’s hyperimmune colostrum-based product might prove to be an effective treatment.

In January 2012, Immuron announced two agreements, one with Dana-Farber Cancer Institute and Children’s Hospital Boston, which is the primary paediatric teaching hospital of

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the prestigious Harvard Medical School, and one with Monash University. Both these agreements drive forward the research and development using Immuron’s technology platform in additional therapy areas, radiation and chemotherapy side effects and C. difficile infection.

2012/13

We continue to control expenditures associated with R&D costs incurred by our collaboration partners. A number of development projects being conducted at Hadassah Medical Center by our Medical Director, Professor Yaron Ilan, are on hold until funds are available. As noted above, Immuron’s direct expenditure in the influenza and C. difficile R&D projects remains low, with the majority of costs paid via Australian Government grants.

The Company continues to engage the New York based firm, Roberts Mitani LLC to assist with identifying and providing introductions to potential partners for the NASH/fatty liver product and Travelan distribution. This firm specialises in the biotech sector and has significant networks in North America, Asia and Europe; it was instrumental in introducing and assisting with the Paladin licence transaction.

This has been a difficult and disappointing year for the Australian biotechnology sector in terms of market valuations, and we have not been able to distinguish our Company from others in the sector. We hope to change this in the near future. Based on the short term prospects for significantly higher Travelan revenues, and even without accounting for the large potential associated with our product candidates in development, we believe that Immuron is substantially undervalued. We look forward to keeping shareholders up to date with developments in our commercialisation strategy.

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Roger Aston Chairman

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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 Monday 26 November 2012 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 2012.

ITEM 2- RESOLUTION 1 - ADOPTION OF REMUNERATION REPORT

To receive and consider the remuneration report for the year ended 30 June 2012 and if thought fit, to pass the following resolution as an ordinary resolution:

" To adopt the Remuneration Report for the year ended 30 June 2012 as set out on pages 8 to 15 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.

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 Dr Elane Zelcer as a Director of the Company, who is retiring by rotation, and being eligible, offers herself for re-election."

ITEM 4 - RESOLUTION 3 – ELECTION OF DIRECTOR

To consider and, if thought fit, to pass 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 Roger Aston, as a director of the Company, who having been appointed since the last Annual General Meeting to fill a casual vacancy and being eligible, offers himself for election "

ITEM 5 – SPECIAL RESOLUTION 4 - APPROVAL OF 10% PLACEMENT FACILITY

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

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement”

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VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on the following Resolutions by the following persons and any associate of those persons:

RESOLUTION	PERSONS EXCLUDED FROM VOTING
Resolution 1 – Adoption of	A member of the Key Management Personnel(KMP)
Remuneration Report	named in the Remuneration Report or any closely
	related party to theKMP’s (Excluded Voter)
Resolution 4 – Approval of 10%	A person who may participate in the 10% Placement
Placement Facility	Facility and a person who may obtain a benefit,
	except solely in the capacity of a holder of Shares, if
	the resolution 4 is passed and, in each case, their
	respective associates.

However, the Company need not disregard a vote on resolutions 1 and 4 if:

• 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

• 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 Stevens Company Secretary 5 October 2012

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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 24 November 2012.

Appointment of Proxies

A member entitled to vote may vote their shares 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 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 neither 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.

The proxy form accompanying this Notice of Meeting contains instructions regarding how to complete the proxy form if a shareholder wishes to appoint the Chairman as his or her proxy and to authorise the Chairman to vote on the remuneration report. You should read these instructions carefully.

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.

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

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(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.

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

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 above.

A Excluded Voter for these purposes means collectively one of the Key Management Personnel (as set out on page 10 of the Company’s 2012 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 or by voting online at www.investorvote.com.au, no later than 10.30am on Saturday 24 November 2012.

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 2012 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 will not provide a hard copy of the Annual Report unless specifically requested to do so. The Annual Report can be viewed, downloaded and printed from the Company’s website, www.immuron.com.

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 questions may be submitted no later than five (5) business days before the Annual General Meeting to the Company Secretary at the Company’s registered office.

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 2012 contains a remuneration report (as set out on pages 8 to 15 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. However, notwithstanding this strict legal position, the Board has determined that it will take the outcome of the vote and comments made by Shareholders on the remuneration report into consideration when determining the remuneration policy of the Company.

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 2012 Annual General Meeting:

• (a) the Company’s subsequent Remuneration Report ( in other words, the Company’s Remuneration Report to be included in the 2013 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

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• (b) if the Company’s subsequent Remuneration Report also receives a “no vote” at the 2013 Annual General Meeting of at least 25% of the votes cast, then Shareholders at the 2013 Annual General Meeting will be asked (at that 2013 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. If more than 50% of shareholders vote in favour of the “spill resolution”, the Company must convene the extraordinary general meeting (spill meeting) within 90 days of the date of the 2013 Annual General Meeting. Where a “spill resolution’” is carried at that meeting, all of the Directors in office at the 2013 Annual General Meeting will cease to hold office immediately before the end of the spill meeting, unless they are re-elected at the spill meeting.

Due to recent changes to the Corporations Act 2011 the Board abstains from making a recommendation in relation to resolution 1.

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 - RESOLOUTION 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. Dr Elane Zelcer was last re-elected to the Board of Directors at the Company's 2010 Annual General Meeting. In accordance with these provisions, Dr Elane Zelcer must retire and offer herself for re-election.

Details of Dr Elane Zelcer’s experience and expertise are set out on page 5 of the annual report.

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

ITEM 4 - RESOLUTION 3 - 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 of Shareholders where they must retire, but are eligible for election. Accordingly, Dr Roger Aston who was appointed a casual Director on 25 May 2012 retires and offers himself for election as a Director.

Dr Aston has more than 20 years of experience in the pharmaceutical and biotech industries. Dr Aston was previously the Chief Executive Officer and a Director of Mayne Pharma Group Limited. Prior to his position at Mayne Pharma, some of his previous positions have included CEO of Peptech Limited (Australia), Director of Cambridge Antibody Technology Limited (UK) and Chairman of Cambridge Drug Discovery Limited (UK – now Bio Focus plc). Dr Aston was also founder and CEO of Biokine Technology Ltd (UK) prior to its acquisition by the Peptech Group. Dr Aston was also a director of pSivida Ltd and is currently a Director of IDT Limited

During the past 20 years of his career, Dr Aston has been closely involved in the development of many successful pharmaceutical and biotechnology companies. Dr Aston has extensive experience including negotiating global licence agreements, overseeing product registration activities with the FDA, the establishment and implementation of guidelines and operating procedures for manufacturing and clinical trials, overseeing manufacturing of human and veterinary products, private and public fund raising activities and the introduction of corporate governance procedures.

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The Board (in the absence of Dr Roger Aston) unanimously recommends that shareholders vote in favour of Resolution 3.

ITEM 5 – SPECIAL RESOLUTION 4 – APPROVAL OF 10% PLACEMENT FACILITY

5.1 General

Pursuant to Resolution 4, the Company is seeking shareholder approval by way of a special resolution to issue Equity Securities up to an additional 10% of issued share capital through placements over a 12 month period following the Annual General Meeting pursuant to Listing Rule 7.1A. If passed, this resolution will allow the Company to allot and issue a number of new Equity Securities calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 as set out in section 5 (2) (d) below.

Under Listing Rule 7.1A, listed entities that meet the eligibility threshold and have obtained the approval of their Shareholders by special resolution at the Annual General Meeting are permitted to issue an additional 10% of issued capital over a 12 month period from the date of the Annual General Meeting (10% Placement Facility).The 10% Placement Facility under Listing Rule 7.1A is in addition to the ability of the Company to issue 15% of its issued capital without shareholder approval over a 12 month period pursuant to Listing Rule 7.1.

The Company may issue equity Securities under the 10% Placement Facility to raise cash funds for the Company, or as a non-cash consideration if required.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P /ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity for the purposes of Listing Rule 7.1A.

5.2 Description of Listing Rule 7.1A

a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting.

b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company has the following classes of quoted Equity Securities as at the date of this Notice of Meeting;

Ordinary fully paid shares	ASX code IMC
Options expiring 15 December 2013	ASX code IMCO
Options expiring 30 April 2015	ASX code IMCOA

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c) Formula for calculating Additional Placement Facility

• d) Listing Rule 7.1A.2 provides that an eligible entity, which has obtained Shareholder approval at an Annual General Meeting, may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

Where

• A is the number of ordinary securities on issue 12 months before the date of issue or agreement:

• (1) plus the number of fully paid ordinary securities issued in the 12 months under an exception in Listing Rule 7.2;

• (2) plus the number of partly paid ordinary securities that became fully paid in the 12 months; (3) plus the number of fully paid ordinary securities issued in the 12 months with approval of holders of ordinary securities under Listing Rules 7.1 or 7.4. (Note: This does not include an issue of fully paid ordinary securities under the entity’s 15% placement capacity without Shareholder approval);

• (4) less the number of fully paid ordinary securities cancelled in the 12 months.

Note. A has the same meaning as set out in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

D is 10 percent.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4

e) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 414,096,557 fully paid ordinary Shares. Assuming no other securities are issued prior to the date of the Meeting, the Company will have the capacity to issue up to the following Shares on the date of the Meeting:

• (1) 62,114,484 Shares under Listing Rule 7.1; and

• (2) subject to Shareholder approval being obtained under Resolution 4; 41,409,656 Shares under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have the capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (as described above).

f) Minimum Issue Price

The issue price of the Equity Securities issued under Listing Rule 7.1A must not be less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days immediately before :

• (1) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (2) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

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g) 10% Placement Facility Period

(1) Assuming Resolution 4 is passed; Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting and expires on the earlier to occur of:

(2) the date that is 12 months after the date of the Annual General Meeting; or

the date of the approval by Shareholders of a transaction under Listing Rule 11.1.2, (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX.

h) Effect of Approving Resolution 4

The effect of Resolution 4 will be to allow Directors to issue Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

i) Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3 A, the following information is provided in relation to the approval of the 10% Placement Facility:

(1) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP of the Company’s Equity Securities over the 15 Trading Days immediately before:

(i) the date on which the price at which the Equity Securities are to be issued is agreed; or

(ii) if the Equity Securities are not issued within 5 Trading Days of the date in (i) above, the date on which the Equity Securities are issued.

(2) If resolution 4 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement facility, the existing Shareholders voting power in the Company will be diluted as set out in the table below. There is a risk that:

(i) the Market Price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date Shareholders provide their approval at the Annual General Meeting; and

(ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date.

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the potential dilution of existing Shareholders on the current market price of the Shares and the current number of ordinary Equity Securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A (2) as at the date of this Notice of Meeting.

The table also shows:

(a) two examples where variable “A” has increased, by 50% and 100% respectively. Variable ‘A” is based on the number of ordinary securities the Company currently has on

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issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro-rata entitlement issue to all Shareholders, or an issue under a share purchase plan) or future specific placements under Listing Rule 7.1 that are approved at a future meeting of Shareholders; and

(b) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

		Dilution
Variable “A” in Listing Rule 7.1A.2	Current Issue Price 0.017	50% decrease in Current Issue Price $0.0085 100% increase in Current Issue Price $0.034
Number of Equity Securities on Issue 414,096,557	10% Voting Dilution 41,409,656 Funds Raised $703,964	41,409,656 41,409,656 $351,982 $1,407,928
50%Increase in Equity Securities on Issue 621,144,836	10% Voting Dilution 62,114,484 Funds Raised $1,055,946	62,114,484 62,114,484 $527,973 $2,111,892
100%Increase in Equity Securities	10% Voting Dilution 82,819,311 Funds Raised $1,407,928	82,819,311 82,819,311 $703,964 $2,815,856
on Issue 828,193,114

The above table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

(ii) None of the listed and unlisted options that the Company currently has on issue are exercised into ordinary shares before the date of the issue of Equity Securities.

(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown as 10% in each example.

(iv) The table shows only the effect of issues of Equity Securities under listing rule 7.1A and not under the 15% Placement capacity under Listing Rule 7.1.

(v) The issue price of $0.017 is the closing price of the shares of the date of this notice of meeting.

(3) As required by Listing Rule 7.3 A.3, the Company will only issue and allot the Equity Securities during the 12 months after the date of this Meeting which the Company anticipates will end on 26 November 2013. The approval under Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities of the Company) or Listing Rule 11.2 (the

10

disposal of the main undertaking of the Company) before the anniversary of the Annual General Meeting.

• (4) The Company may seek to issue the Equity Securities for the following purposes:

• (i) Cash consideration. In such circumstances the Company intends to use the funds towards:

  • increasing its inventories of hyperimmune colostrum to meet its forecast

  • requirements to supply Travelan to new international markets and the associated costs of marketing and business development activities;

  • Continuing its current development and commercialisation programs in

  • respect of its influenza, NASH, and Clostridium Difficile projects and to provide working capital.

• (ii) Non cash consideration for the acquisition of new assets or in the settlement of obligations. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

• (5) The Company will comply with the disclosure obligations under Listing Rules 7.1A (4) and 3.10.5A upon the issue of Equity Securities.

j) Company’s Allocation Policy – Listing Rule 7.3A.5

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to a number of factors including, but not limited to, the following:

• (1) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing Shareholders can participate;

• (2) the effect of the issue of the Equity Securities on the control of the Company;

• (3) the financial situation and solvency of the Company; and

• (4) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new assets or investments in exchange for shares, it is likely that the allottees of some of the shares under the 10% Placement Facility will be the vendors of the new assets or investments.

This is the first occasion on which Shareholder support has been sought under Listing Rule 7.1A.

k) Voting Exclusion Statement

A voting exclusion statement is included in the Notice of Meeting. At the date of the Notice of Meeting, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of Equity Securities. No existing shareholder’s votes will therefore be excluded under the voting exclusion in the Notice of Meeting.

The Directors recommend that you vote in favour of this resolution

11

Glossary

Unless the context indicated otherwise, in the Notice of Annual General Meeting and the Explanatory Statement;

10% Placement Facility has the meaning given in section 5.1 of the Explanatory Statement

10% Placement Period has the meaning given in section 5.2(g) of the Explanatory Statement

ASX means ASX Limited (ACN 008 624 691)

Board means the board of Directors of the Company

Company means Immuron Limited (ACN 063 114 045)

Constitution means the Constitution of the Company

Corporations Act means the Corporations Act 2001 (Cth)

Director means a Director of the Company

Equity Securities has the same meaning as in the Listing Rules

Listing Rules means the Listing Rules of the ASX

Resolution means the three (3) ordinary and one (1) special resolutions as set out in the Notice of Meeting

Shareholder means a shareholder in the Company

Share means a fully paid ordinary share in the capital of the Company

Trading Day means a day determined by the ASX to be a trading day in accordance with the Listing Rules

VWAP means the volume weighted average price of shares sold on the ASX

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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

T 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 (Melbourne time) Saturday, 24 November 2012

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 resolution. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on a resolution your vote will be invalid on that resolution.

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 “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the information tab, "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

==> picture [18 x 18] intentionally omitted <==

==> picture [157 x 38] intentionally omitted <==

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

I9999999999
----- End of picture text -----

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

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf XX I/We being a member/s of Immuron Limited hereby appoint the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

XX

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, and to the extent permitted by law, 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 on Monday, 26 November 2012 at 10.30am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE:If you mark theAbstainbox 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.
For Against Abstain

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Dr Elane Zelcer as a Director
Resolution	3	Election of Dr Roger Aston as a Director
Resolution	4	Approval of 10% placement facility

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

SIGN

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

==> picture [504 x 77] intentionally omitted <==

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

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

1 5 6 5 4 7 A

Immuron Limited ABN 80 063 114 045

T 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 Stevens Company Secretary

916CR_0_Sample_Proxy/000001/000002/i