Immuron Ltd — Regulatory Filings 2005

Sep 26, 2005

All correspondence to: Registered Office - 4 Capital Link Drive, CAMPBELLFIELD Victoria 3061 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9358 6399 www.computershare.com

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4 October, 2005

Dear Shareholder

I am pleased to invite you to attend our Annual General Meeting and have enclosed the Notice of Meeting which sets out the items of business. The meeting will be held at the St Michael's Hall, Ground Floor, 120 Collins Street, Melbourne, Victoria on Tuesday 8 November 2005 at 2.00pm.

Enclosed with this letter is a Notice of Meeting detailing the business to be dealt with at the meeting.

If you decide to attend this meeting, please bring this letter with you to facilitate registration into the meeting.

If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned to 4 Capital Link Drive, Campbellfield, Victoria 3061 or faxed to Anadis Limited on 61 3 9358 6399 so that it is received by 10:00am on 7 November 2005.

Corporate shareholders will be required to complete a "Certificate of Appointment of Representative" to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company's share registry.

I look forward to your attendance at the meeting.

Yours sincerely,

lilp Me $\overbrace{\phantom{aaaaa}}^{x}$

Philip G Molyneux Chairman

Encl:

		Your Address

4

5

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to yote in the appropriate box or boxes. If you do not mark any of the boxes on a given item. vour proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities $(a)$ applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• $(b)$ return both forms together in the same envelope.

Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place. If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate

Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 28 hours before the commencement of the meeting at 2.00pm on Tuesday, 8 November 2005. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged: IN PERSON Registered Office - 4 Capital Link Drive, Campbellfield, VIC 3061

Registered Office - 4 Capital Link Drive, Campbelifield, VIC 3061 BY MAIL

BY FAX 61 3 9358 6399

ANADIS LIMITED

ACN 063 114 045

NOTICE OF ANNUAL GENERAL MEETING

ANADIS LIMITED ("Company") gives notice that the Annual General Meeting of the Company will be held at St Michael's Church Hall, Ground Floor, 120 Collins Street, Melbourne, Victoria 3000 on 8 November 2005 at 2.00pm.

ORDINARY BUSINESS

$\ddagger$ . Receipt of Financial Reports

To receive and consider the financial report of the Company and the reports of the directors and auditor for the year ended 30 June 2005.

$\overline{2}$ . Receipt of Remuneration Report

To receive and adopt the remuneration report for the year ended 30 June 2005.

$3.$ Re-election of Director

To re-elect in accordance with article 83 of the Company's Constitution Dr Peter Jenkins who retires by rotation and, being eligible, offers himself for re-election.

$\overline{4}$ . Re-election of Director

To re-elect in accordance with article 83 of the Company's Constitution Mr Roman Zwolenski who retires by rotation and, being eligible, offers himself for re-election.

5. Election of Director

Mr Arie Nudel, who was appointed during the year to the board of directors, offers himself for election.

6. Increase in Pool of Directors' Fees

To consider an increase in the pool of directors' fees by \$100,000 from \$250,000 to \$350,000 to allow for an increase in fees paid to directors and to allow for another director to be appointed if necessary.

$7_z$ Other Business

To consider any other business brought forward in accordance with the Company's constitution or the law.

Sianed:

By order of the Board

D.W. Woods Company Secretary Date: 9 August, 2005.

NOTES

These notes form part of the notice of annual 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 10am on 7 November 2005.

Appointment of Proxies

If you are entitled to vote at the meeting you have a right to appoint a proxy and should use the attached proxy form. The proxy need not be a member of the Company. If you are entitled to cast 2 or more votes you may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

Proxy forms must be received at 4 Capital Link Drive. Campbellfield. VIC 3061 or by fax on (03) 9358 6399 no later than 10am on 7 November 2005.

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.

Voting exclusion statement

In accordance with ASX Listing Rule 10.17, the company will disregard any votes passed on resolution 6 by or on behalf of any director (and any associated person) to whom the fees referred may be paid.

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions $(a)$ on the proxy form; or
• $(b)$ it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form to vote as the proxy decides.

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.

$\ddagger$ . Resolution 1 - Receipt of Financial Reports

The Company's financial report and the reports of the directors and auditor for the year ended 30 June 2005 are placed before the meeting giving shareholders the opportunity to discuss these documents and to ask questions. The Company's auditor will be available to take questions about the preparation and conduct of the audit and audit report.

Shareholders also may submit written questions in relation to the preparation and conduct of the audit and the audit report to the Company's auditors. These should be sent to 4 Capital Link Drive, Campbellfield, Victoria, 3061, or faxed to (03) 9358-6399, no later than 10am on 1 November 2005.

A list of these questions will be available at the AGM and as many questions as possible will be answered at the meeting. Individual replies will not be sent.

$2_z$ Resolution 2 - Receipt of Remuneration Report

The Company's remuneration report, for the financial year ended 30 June, 2005 is set out on pages 35 to 38 of the Company's Annual Report, is placed before the meeting. Shareholders may vote to adopt or not adopt the remuneration report. The vote on this resolution is advisory only and does not bind the directors of Anadis.

$\overline{3}$ . Resolutions 3 and 4 - Re-election of Directors

In accordance with article 83 of the Company's constitution, at every annual general meeting one-third of the directors (other than the managing director who is exempt under article 85), or, if their number is not a multiple of three, then the numbers nearest to but not less than one-third must retire from office. In accordance with these provisions. Dr Peter James Jenkins and Mr Roman Zwolenski offer themselves for re-election.

Dr Peter Jenkins MBBS, FRACP Independent non-executive director for 11 years.

Dr Jenkins is a practising gastroenterologist with experience in the management of gastrointestinal diseases and also extensive experience in the challenges facing biotech companies. He is Chairman of the Company's Audit & Risk Management Committee and a member of the Scientific Committee. He is also a non-executive director of Starpharma Holdings Limited

Roman Zwolenski B Sc Independent non-executive director for 3 years.

Mr Zwolenski is Managing Director of ASX listed biotech company AMBRI Ltd. His career includes 11 years in senior management with major healthcare corporation Roche Diagnostics Division and then 6 years as CEO of ASX listed Agen Biomedical Ltd. He is a member of the Company's Audit & Risk Management Committee. He is also a non-executive director of USCOM Ltd.

$\overline{4}$ . Resolution 5 - Election of Director

Mr Arie Leon Nudel was appointed as a director of the Company during the year. He now offers himself for election as a director of the Company.

Arie Nudel B Comm. B Sci Non-executive director.

Mr Nudel was appointed a director on 12 July, 2005.

Mr Nudel is a director of Paracroft Pty Ltd, and conducts a private consulting business. His career includes roles as a network engineer, systems analyst and dealer for a funds management organization. Mr Nudel consults for the Company as well as a number of other private companies.

$5.$ Resolution 6 - Increase in Pool of Directors' Fees

The directors propose an increase in the pool of directors' fees from \$250,000 (set in 2003) to \$350,000.

The increase is sought to allow for:

• the recent increase in the number of directors.
• movement in the level of directors' fees paid generally in the market, consequent upon the ever $\bullet$ increasing responsibilities attributed to directors, and
• additional future appointments, particularly in the area of product promotion and marketing, as the $\bullet$ Company moves to the distribution phase of its operations.