Immuron Ltd — Proxy Solicitation & Information Statement 2012

Apr 29, 2012

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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

30 April 2012

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

Dear Sir

Immuron Limited – General Meeting 31 May 2012

Further to the Company's announcement on 23 April 2012, attached is a copy of the Notice of General Meeting and Explanatory Statement for the above meeting which will be distributed to shareholders during this week.

By the way of clarification, the announcement on 23 April referred to options being issued to the investors (subject to shareholder approval being granted) taking up shares in tranche 1 and tranche 2 placements, on the basis of one option being issued for each share subscribed for under the placements. As a correction to that announcement, the options to issue to the tranche 1 and tranche 2 investors will be upon the same basis as the intended Bonus Options, namely one option will be issued for each four (4) shares subscribed for under the placements.

Yours faithfully

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Graeme Stevens

Company Secretary

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ACN 063 114 045

IMMURON LIMITED

NOTICE OF GENERAL MEETING

IMMURON LIMITED (“Company”) gives notice that a General Meeting of the Company to be held at Middletons Lawyers, Rialto South Tower, Level 25, 525 Collins Street, Melbourne, Victoria on Thursday 31 May 2012 commencing at 10.00am

The attached explanatory Statement is to be read together with the Notice of meeting

BUSINESS

Resolution 1 - 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 Stewart Washer, 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 "

Resolution 2 - Approval of prior issues of securities pursuant to the Tranche 1 Placement

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 Tranche 1 issue of 30,725,000 new fully paid ordinary shares in the Company at an issue price of $0.02 per share to institutional and sophisticated investors determined by Patersons Securities Limited in consultation with the Company on or about 23 April 2012, as further detailed in the attached Explanatory Statement ”.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by:

• (a) a person who participated in the Tranche 1 Placement issue; and

• (b) any associate of those persons.

However, the Company need not disregard a vote cast on Resolution 2 if it is cast by:

• (a) a person as proxy for a person who is entitled to vote, if the vote is cast 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 of the proxy form to vote as the proxy decides.

Resolution 3 - Approve the issue of securities pursuant to the Tranche 2 Placement

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

“ That, for the purposes of ASX Listing Rule 7.1 and for all other purposes the Shareholders approve the proposed Tranche 2 issue of up to 19,275,000 new fully paid ordinary shares in the Company at an issue price of $0.02 per share to institutional and sophisticated investor(s) determined by Patersons Securities Limited in consultation with the Company, as further detailed in the attached Explanatory Statement .”

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Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by:

(a) the persons who may participate in the Proposed Tranche 2 Placement issue; and (b) any associate of those persons.

However, the Company need not disregard a vote cast on Resolution 3 if it is cast by:

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

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 4 - Approve the issue of options

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

“ That, subject to the approval of Resolution 3, pursuant to ASX Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 12,500,000 new options over ordinary fully paid shares to subscribers of the Placement pursuant to Resolutions 2 and 3 as further detailed in the attached Explanatory Statement. The allottees are institutional and sophisticated investors determined by Patersons Securities Limited in consultation with the Company. ”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by:

• (a) the institutional and sophisticated investors who have participated or may participate in the issue of the Options; and

• (b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 4 if it is cast by:

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

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 5 - Approve the issue of shares under a Share Purchase Plan (other than to

directors)

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

“ That, for the purposes of ASX Listing Rule 7.1, Shareholders approve the issue of up to 60,250,000 fully paid ordinary shares pursuant to a Share Purchase Plan announced by the Company on 23 April 2012 ( Plan ) to eligible existing Company Shareholders (other than related parties of the Company) at an issue price of $0.02 per Share as further detailed in the attached Explanatory Statement .”

Voting Exclusion Statement*

The Company will disregard any votes cast on Resolution 5 by:

• (a) Patersons Securities Limited (as the Underwriter of the Plan) and any sub-underwriter of Patersons Securities Limited (as the Underwriter) who are eligible to subscribe for shares under the Plan; and

• (b) any associates of those persons

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However, the Company need not disregard a vote cast on Resolution 5 if it is cast by:

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

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Note:

* In relation to above Voting Exclusion Statement, on Monday, 16 April 2012, ASX granted the Company a waiver in relation to the voting exclusion statement for this resolution as follows:

The ASX grants the Company a waiver from listing rule 7.3.8 to the extent necessary to permit the resolution in the Company’s notice of meeting to approve the issue of up to 62,500,000 fully paid ordinary shares of the Company to the shareholders of the Company under a proposed share purchase offer ( SPO ) to not include a voting exclusion statement on the condition that any votes cast on that resolution to consider the SPO by any proposed underwriters or sub underwriters of the SPO are disregarded.

Resolution 6 - Approve the issue of shares under a Share Purchase Plan to eligible employee directors

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

“ That, for the purposes of ASX Listing Rule 10.11, Shareholders approve the issue of up to 2,250,000 fully paid ordinary shares pursuant to a Share Purchase Plan announced by the Company on 23 April 2012 ( Plan ) to related parties of the Company (also being eligible existing Company Shareholders) at an issue price of $0.02 per Share as further detailed in the attached Explanatory Statement .”

Voting Exclusion Statement*

The Company will disregard any votes cast on Resolution 6 by:

• (a) all related parties of the Company who are eligible to subscribe for shares under the Plan; and

• (b) any associates of those persons

However, the Company need not disregard a vote cast on Resolution 6 if it is cast by:

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

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 7 - Approve the issue of securities to the Underwriter of the Share Purchase Plan in the event of a shortfall under the Plan

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

“ That, for the purposes of ASX Listing Rules 7.1 and all other purposes the Shareholders approve the underwriting of up to 50,000,000 new fully paid ordinary shares under the Share Purchase Plan announced by the Company on 23 April 2012 ( Plan ) by Patersons Securities Limited as further detailed in the attached Explanatory Statement .”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 7 by:

• (a) Patersons Securities Limited and any institutional and sophisticated investors who may participate in the placement of any shortfall from the Plan; and

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(b) any associates of those persons.

However, the Company need not disregard a vote cast on Resolution 7 if it is cast by:

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

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Signed:

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By order of the Board Graeme N Stevens Company Secretary 24 April 2012

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 7.00 pm Melbourne time on Tuesday 29 May 2012.

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 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.

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). If you are not voting online the proxy form must be signed by the member or the member's attorney and lodged with Computershare at the address indicated below. In the case of joint holdings all joint holders must sign the proxy form.

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

If a member has not directed their proxy how to vote, the proxy may vote as the proxy determines, and 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.

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 Tuesday 29 May 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.

Accordingly, your Board of Directors urge members, when completing the proxy form, to direct the proxy by indicating a vote for either 'For' or 'Against' or 'Abstain’

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ACN 063 114 045

IMMURON LIMITED

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 - 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 Stewart Washer who was appointed a casual Director on 7 February 2012 retires and offers himself for election as a Director.

The Board (in the absence of Dr Stewart Washer) unanimously recommends that shareholders vote in favour of Resolution 1.

Dr Washer has considerable experience in negotiating successful commercial partnerships and license agreements in Australia and the rest of the world. He has 15 years’ senior executive and board experience in the areas of medical devices, diagnostics, pharmaceutical development and nutraceuticals.

Dr Washer is currently the investment manager with IB Managers, a highly successful biotechnology fund investing in clinical stage Australasian biotech companies. He is also a non-executive director of iSonea Ltd (ASX: ISN) Healthlinx Ltd (ASX: HTX), and venture partner with Nestlé’s Inventages Fund. He was previously Chairman of Resonance Health Limited and promising head lice treatment company, Hatchtech Pty Ltd. Dr Washer was also on the AusBiotech Board and the Senate at Murdoch University.

Background information to Resolutions 2 to 7 inclusive.

The Company announced on 23 April 2012 that it was undertaking a capital raising program to provide funding for product commercialisation and working capital purposes. This capital raising program represents the following:

• a) two tranches totalling $1.0 million placement of ordinary shares to Australian professional and sophisticated investors (Investors ) as determined by Patersons Securities Limited in consultation with the Company; and

• b) an additional $1.0 million underwritten Share Purchase Plan announced by the Company on 23 April ( Plan ) (with an ability to accept up to a total of $1.25 million) offered to existing shareholders of the Company.

The placement to Investors is for a total of 50,000,000 new fully paid ordinary shares and 12,500,000 options at $0.02 per share, of which 30,725,000 new fully paid ordinary shares were issued on or about 23 April 2012 in accordance with the Company’s 15% limit under ASX Listing Rule 7.1.

This meeting has been convened to obtain shareholder approval for the following:

• a) to ratify the prior issue of the 30,725,000 new fully paid ordinary shares issued in Tranche 1 Placement which has already been undertaken by the Company on or about 23 April 2012;

• b) the proposed new issue of up to 19,275,000 new fully paid ordinary shares in Tranche 2 Placement;

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• c) the proposed issue of up to 12,500,000 options;

• d) the proposed issue of up to 62,500,000 new fully paid ordinary shares to shareholders under the Plan, of which up to 2,250,000 shares may be subscribed for directors of the Company who are also eligible shareholders of the Company, and

• e) to the issue of new fully paid ordinary shares to the Underwriter arising from a shortfall in the Plan up to a maximum of 50,000,000 new fully paid ordinary shares.

Resolution 2 - Approval of prior issues of securities pursuant to the Tranche 1 Placement

Resolution 2 is being put before shareholders in accordance with ASX Listing Rule 7.4, and for all other purposes. Shareholders are requested to approve the prior issue of 30,725,000 new fully paid ordinary shares to Investors as determined by Patersons Securities limited in consultation with the Company ( Tranche 1 Placement ).

The Company has issued the Tranche 1 Placement of 30,725,000 new fully paid ordinary shares at an issue price of $0.02 per share to raise $614,500 before costs, on or about 23 April 2012.

ASX Listing Rule 7.1 precludes the Company from issuing new equity securities in excess of 15% of its capital in any 12 consecutive month period without the prior approval of Shareholders in a general meeting, subject to a number of exceptions. The issue of the 30,725,000 new fully paid ordinary shares as set out in Resolution 2 was within the 15% limit at the relevant time and therefore did not require the prior approval of Shareholders under ASX Listing Rule 7.1.

ASX Listing Rule 7.4 provides that where a company in General Meeting ratifies an earlier issue of equity securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, enabling the Company to exclude from its calculation of its 15% entitlement the ratified share issue and therefore refresh its ability to issue further securities up to its 15% limit in the following 12 consecutive month period.

Ratification will also allow the Company to issue the Tranche 2 Placement, even if Resolution 3 is not passed.

ASX Listing Rule 7.5 requires the following information be given to Shareholders for the purposes of a ASX Listing Rule 7.4 approval:

The number of securities allotted

A total of 30,725,000 new fully paid ordinary shares in the Company were issued on or about 23 April 2012.

The price at which the securities were issued

The 30,725,000 new fully paid ordinary shares were issued at $0.02 per share.

The terms of the securities

Each new fully paid ordinary share was issued on the same terms and ranking equally pari passu with the existing fully paid ordinary shares on issue in the Company.

The names of allottees or the basis on which allottees were determined

The allottees were Investors determined by Patersons Securities Limited in consultation with the Company.

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The use or intended use of the funds raised

The Company will utilise the funds from the Tranche 1 Placement towards the continued commercialisation of Travelan, the ongoing development of selected pipeline products and to provide working capital to meet operating expenses.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 2 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 2. The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 2.

Resolution 3 - Approval of an issue of securities pursuant to the Tranche 2 Placement

For the purposes of ASX Listing Rule 7.1, and for all other purposes, shareholder approval is requested to approve the issue of up to 19,275,000 new fully paid ordinary shares in the Company to institutional and sophisticated investor(s) determined by Patersons Securities Limited in consultation with the Company ( Tranche 2 Placement ).

The Company has agreed to make a Tranche 2 Placement at an issue price of $0.02 per share to raise $385,500 as part of the capital raising program announced on 23 April 2012. As noted above, if Resolution 2 is passed and Resolution 3 is not passed, the Company will still have the capacity to proceed with the Tranche 2 Placement within its 15% Rule capacity under Listing Rule 7.1.

ASX Listing Rule 7.1 precludes the Company from issuing new equity securities in excess of 15% of its capital in any 12 consecutive month period without the prior approval of Shareholders in general meeting, subject to a number of exceptions.

ASX Listing Rule 7.3 requires the following information be given to Shareholders when seeking shareholder approval pursuant to Listing Rule 7.1:

The maximum number of securities the Company is to issue

A total of 19,275,000 new fully paid ordinary shares in the Company are proposed to be issued.

The date by which the Company will issue the securities

The new fully paid ordinary shares will be issued within 3 months after the date of shareholder approval of this Resolution 3.

The issue price of the securities

The issue price of the new fully paid ordinary shares will be $0.02 per share.

The names of the allottees

The allottees are to be institutional and sophisticated investor(s) determined by Patersons Securities in consultation with the Company.

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The terms of the securities

Each new fully paid ordinary share in the Company will be issued on the same terms and rank pari passu with the existing ordinary shares in the Company on issue.

The intended use of the funds raised

The Company will utilise the funds from the Tranche 2 Placement towards the continued commercialisation of Travelan, the ongoing development of selected pipeline products and to provide working capital to meet operating expenses.

The dates of the allotment

The ordinary shares will be allotted on the business day following the receipt of application moneys in cleared funds. Application moneys are to be received within 2 business days following notice from the Company to the placee(s) confirming Shareholder approval. The shares in any event will be issued within 3 months of the date of shareholder approval.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 3 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 3. The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 3.

Resolution 4 - Approve the issue of options

Subject to the approval of Resolution 3, for the purposes of ASX Listing Rule 7.1, and for all other purposes, Shareholders are requested to approve the issue of up to 12,500,000 new options over ordinary fully paid shares ( Options ) to subscribers of the Tranche 1 Placement and Tranche 2 Placement. The allottees are institutional and sophisticated investors determined by Patersons Securities Limited in consultation with the Company.

The Company intends to apply for quotation of the Options as an additional class of Immuron security on the Official List of the ASX as soon as practical after the approval of this Resolution 4 and in any case in accordance with the ASX Listing Rules. Listing of the Options is subject to satisfaction of the requirements for admission of a new class of security as prescribed under the ASX Listing Rules.

The Options will be exercisable at $0.04 per share at any time on or before 30 April 2015.

The exercise of the proposed Options will potentially raise additional funds of $500,000 if all of the

Options are exercised on or before 30 April 2015.

If Resolutions 2 and 3 are passed, but Resolution 4 is not passed, the Company will have the capacity to still proceed with the issue of the Options under its 15% Rule available capacity in accordance with Listing Rule 7.1. However, as the Options are to be issued to the Subscribers of the Tranche 1 Placement and Tranche 2 Placement, the Options will only be issued if both the Tranche 1 Placement and the Tranche 2 Placement shares are issued. Accordingly, the approval of Resolution 3 is a prerequisite for the issue of the Options.

ASX Listing Rule 7.3 requires the following information be given to Shareholders when seeking shareholder approval pursuant to Listing Rule 7.1:

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The maximum number of securities the Company is to issue

A total of 12,500,000 Options are proposed to be issued, being issued on the basis of 1 option for each 4 shares subscribed by the allottees pursuant to Tranche 1 Placement and Tranche 2 Placement.

The date by which the company will issue the securities

The Options will be issued within 3 months after Shareholder approval is granted under Resolution 4.

The issue price of the securities

The Options have a nil issue price and an exercise price of $0.04 per share.

The names of the allottees

The allottees are to be institutional and sophisticated investor(s) determined by Patersons Securities Limited in consultation with the Company, being the Investors who subscribed for the Tranche 1 Placement and the Tranche 2 Placement.

The terms of the securities

Each Option will entitle the holder to one fully paid ordinary shared in the Company on the payment of the exercise price of $0.04 per share. The shares issued from the exercise of the Options will rank pari-passu with the existing ordinary shares on issue at the time of exercise.

The intended use of the funds raised

The funds raised from any exercise of the Options at any time prior to 30 April 2015 will be utilised in the Company’s current development programs and also provide ongoing funds for working capital purposes.

The dates of the allotment

The Options will be allotted within 3 months after Shareholder approval is granted under Resolution 4 (subject to the approval of Resolution 3).

A voting exclusion statement

A voting exclusion statement in relation to Resolution 4 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 4. The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 4.

Resolution 5 - Approve the issue of securities under a Share Purchase Plan (other than to directors)

For the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholder approval is sought for the Company to issue up to 60,250,000 fully paid ordinary shares pursuant to a Share Purchase Plan announced by the Company on 23 April 2012 ( Plan ) to eligible existing Company Shareholders (other than eligible shareholders who are also related parties of the Company). The issue price under the Plan will be $0.02 for each new ordinary share, being a 20.0% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on 23 April 2012.

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The Plan will potentially involve the issue of up to 60,250,000 new fully paid ordinary shares in the Company to existing eligible Shareholders (other than eligible shareholders who are also related parties of the Company) to raise up to $1,205,000 before costs, as announced to ASX on 23 April 2012.

5.1 ASX Listing Rule 7.1 Approval

ASX Listing Rule 7.3 requires the following information be given to Shareholders when seeking shareholder approval pursuant to Listing Rule 7.1:

The maximum number of securities the Company is to issue

A total of up to 60,250,000 new fully paid ordinary shares in the Company are proposed to be issued pursuant to this Resolution 5.

The date by which the company will issue the securities

The ordinary shares to be issued under the Plan will be issued to eligible shareholders in accordance with the Plan, and in any case within 3 months of the shareholder approval of this Resolution 5.

The issue price of the securities

The issue price of the ordinary shares will be $0.02 per share

The names of the allottees

The allottees will be existing eligible shareholders of the Company (other than eligible shareholders who are also related parties of the Company) who subscribe for shares in accordance with the terms of the Plan.

The terms of the securities

Each new fully paid ordinary share to be issued under the Plan will be on the same terms and rank pari passu with the existing ordinary shares on issue in the Company.

The intended use of the funds raised

The Company will utilise the funds from the Plan issue towards the continued commercialisation of Travelan, the ongoing development of selected pipeline products and to provide working capital to meet operating expenses.

The dates of the allotment

The ordinary shares to be allotted under the Plan will be allotted to eligible shareholders in accordance with the Plan timetable proposed in the Plan.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 5 is included in the accompanying Notice of Meeting.

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Resolution 6 - Approve the issue of securities under a Share Purchase Plan to eligible employee directors

For the purposes of ASX Listing Rule10.11 and for all other purposes, shareholder approval is sought for the Company to issue up to a total of 2,250,000 (being up to 750,000 each) fully paid ordinary shares pursuant to a Share Purchase Plan announced by the Company on 23 April 2012 ( Plan ) to related parties of the Company (each being a director of the Company who is also an eligible existing Company Shareholders). The issue price under the Plan will be $0.02 for each new ordinary share, being a 20.0% discount to the average closing price over the last 5 days on which sales in these securities occurred prior to the announcement to ASX on 23 April 2012.

ASX Listing Rule 10.11 prevents the Company issuing, or agreeing to issue, securities to a related party of the Company without prior shareholder approval. As some of the Eligible shareholders are also related parties of the Company, approval is also sought for those related parties to be eligible to participate in the Plan.

The Plan will potentially involve the issue of up to 750,000 new fully paid ordinary shares in the Company to related parties of the Company (being directors of the Company who are also existing eligible Shareholders) to raise up to $45,000 before costs, as announced to ASX on 23 April 2012. These shares will issue on identical terms to the shares to issue to existing eligible Shareholders under the Plan as described in Resolution 5.

6.2 ASX Listing Rule 10.11 approval

ASX Listing Rule 10.13 requires the following information be given to Shareholders when seeking shareholder approval pursuant to Listing Rule 10.11:

The names of the person

The following directors of the Company hold shares directly and/or indirectly in the Company and therefore upon receipt of shareholder approval under Listing Rule 10.11 would be eligible shareholders for the purposes of the Plan:

Colin Chapman Elane Zelcer Stewart Washer

The maximum number of securities to be issued (if known)

A total of up to $15,000 shares under the Plan may be subscribed for by, and issued to, each related party who is an eligible shareholder. As at the date of this notice of meeting, the following shareholder directors of the Company intend to subscribe for the following shares under the Plan:

Colin Chapman $8,000 for 400,000 Shares Elane Zelcer $8,000 for 400,000 Shares Stewart Washer $8,000 for 400,000 Shares

If these intentions change, the Company will update shareholders prior to the EGM commencing.

The date by which the company will issue the securities

The ordinary shares to be issued under the Plan will be issued to related party (eligible shareholders) in accordance with the Plan, and in any case within 1 month of the shareholder approval of this Resolution 6.

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The issue price of the securities

The issue price of the ordinary shares will be $0.02 per share

The terms of the securities

Each new fully paid ordinary share to be issued under the Plan will be on the same terms and rank pari passu with the existing ordinary shares on issue in the Company.

The intended use of the funds raised

The Company will utilise the funds from the Plan issue towards the continued commercialisation of Travelan, the ongoing development of selected pipeline products and to provide working capital to meet operating expenses.

A voting exclusion statement

A voting exclusion statement in relation to Resolution 6 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company (excluding Colin Chapman, Elane Zelcer and Stewart Washer, also being eligible shareholders) recommend that Shareholders vote in favour of Resolution 6. The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 6.

Resolution 7 - Approve the issue of securities to the Underwriter of the Share Purchase Plan in the event of a shortfall.

For the purposes of ASX Listing Rule 7.1, and for all other purposes, shareholder approval is requested for Patersons Securities Limited (Underwriter), to place any shortfall resulting from the Share Purchase Plan announced by the Company on 23 April 2012 ( Plan ) following the Closing Date of the Plan.

In relation to the Plan, Shareholder approval is sought to enable the Underwriter to place any shortfall following the closure of the Plan to institutional and sophisticated investor(s) as determined by the Underwriter in consultation with the Company. In accordance with the terms of the agreement with the Underwriter ( Underwriting Agreement ) the amount of any shortfall under the Plan (if any) will be capped at 50,000,000 new fully paid ordinary shares. This means that if acceptances from eligible shareholders (excluding related parties) amount to less than 50,000,000 shares the Underwriter, in conjunction with the Company, will place with institutional and sophisticated investor(s) the difference between the acceptances from these shareholders and 50,000,000 new fully paid ordinary shares. This will ensure that the minimum amount that the Company will receive from the Plan will be $1,000,000 (before costs).

ASX Listing Rule 7.1 precludes the Company from issuing new equity securities in excess of 15% of its capital in any 12 month period without the prior approval of Shareholders in a general meeting, subject to a number of exceptions.

ASX Listing Rule 7.3 requires the following information be given to Shareholders when seeking shareholder approval pursuant to Listing Rule 7.1.

The maximum number of securities the company is to issue

A total of up to 50,000,000 new fully paid ordinary shares in the Company will be issued if there is a shortfall under the Plan.

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The date by which the entity will issue the securities

Any ordinary shares to be issued to the Underwriter and/or institutional and sophisticated investor(s) determined by the Underwriter pursuant to the Underwriting Agreement shall be issued within 3 months from the date of shareholder approval of this Resolution 7.

The issue price of the securities

The issue price of the ordinary shares will be $0.02 per share.

The names of the allottees

The allottee(s) are to be the Underwriter and/or institutional and sophisticated investor(s) determined by the Underwriter in consultation with the Company.

The terms of the securities

Each new fully paid ordinary share in the Company will be issued on the same terms and rank pari passu with the existing ordinary shares on issue in the Company.

The intended use of the funds raised

The Company will utilise the funds from the Underwriter of the Plan issue towards the continued commercialisation of Travelan, the ongoing development of selected pipeline products and to provide working capital to meet operating expenses.

The dates of the allotment

Any ordinary shares to be allotted to the Underwriter will be in accordance with the Underwriting Agreement and the Plan timetable as shown in the Plan indicated. .

A voting exclusion statement

A voting exclusion statement in relation to Resolution 7 is included in the accompanying Notice of Meeting.

Director’s Recommendation

The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 7. The chairperson of the meeting intends to vote undirected proxies in favour of the approval of Resolution 7.

14

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, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 Review and update your securityholding  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) Tuesday, 29 May 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 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
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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Proxy Form

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

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

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the Chairman OR of the Meeting

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 on Thursday, 31 May 2012 at 10.00am (AEST) and at any adjournment of that meeting.

Important for Item 6: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 6 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 6 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of item 6 of business.

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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.

 Items of Business

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.

Item 1 Election of Dr Stewart Washer as a Director Item 2 Approval of prior issues of securities pursuant to the Tranche 1 Placement

Item 3 Approve the issue of securities pursuant to the Tranche 2 Placement

Item 4 Approve the issue of options

Item 5 Approve the issue of shares under a Share Purchase Plan (other than to directors)

Item 6 Approve the issue of shares under a Share Purchase Plan to eligible employee directors

Item 7 Approve the issue of securities to the Underwriter of the Share Purchase Plan in the event of a shortfall under the Plan

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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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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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