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Immuron Ltd Regulatory Filings 2019

Jun 2, 2019

35121_rns_2019-06-02_9fbdd77b-5319-47e4-be3a-79352b3ac836.pdf

Regulatory Filings

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme - Immuron Limited
ACN/ARSN 063 114 045
1. Details of substantial holder (1)
Name
The Bank of New York Mellon Corporation (BNYMC) and each Group Entity listed in Annexure A (Group Entity),
(together BNYMC Group)
ACN/ARSN (if applicable)
There was a change in the interests of the
Substantial holder on
30 May 2019
The previous notice was given to the company on $-07$ May 2019
The previous notice was dated $-$ As of date 06 May 2019

2 Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Ordinary shares 14,874,600 10.39% 33,470,600* 20.51%*

* See Note 1 in Annexure C

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of
change
Person whose
relevant interest
changed
Nature of
change $(6)$
Consideration
given in relation
to change $(7)$
Class and
number of
securities
affected
Person's votes
affected
See
Annexure B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of
relevant
interest
Registered
holder of
securities
Person
entitled to
be
registered
Nature of
relevant
interest (6)
Class and
number of
securities
Person's votes
See Annexure C

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association
BNYMC and each Group Entity Each Group Entity is an associate of BNYMC pursuant to section $12(2)(a)$ of
the Corporations Act 2001 (Cth) as each entity is directly or indirectly
lowned and controlled by BNYMC.

6. Addresses

The addresses of persons named in this form are as follows:

Name Address
The Bank of New York Mellon
Corporation
240 Greenwich Street, New York, NY 10286 USA
Each Group Entity 240 Greenwich Street, New York, NY 10286 USA

Signature

print name Andrew Weiser Attorney-In-Fact
capacity
sign here lubal Ne $\sim$ Date 31 May 2019

Annexure A

This is Annexure A of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate

The Bank of New York Mellon Corporation is the ultimate parent company of a corporate group comprised of a large number of operating and holding companies. Details of the entities directly owned and controlled by The Bank of New York Mellon Corporation are listed below.

• The Bank of New York Mellon

Andrew Weiser
print name
capacity Attorney-In-Fact
' tylint su
sign here
date 31 May 2019

Annexure B

This is Annexure B of 1 page referred to in Form 604 Notice of Change of Interests of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate

Changes in relevant interests

Date of change interest
Person whose relevant
changed
Nature of Change in relation to change
Consideration given
Class and number of
securities affected
(Ordinary Shares)
Person's votes
affected
13-May-19 Mellon
The Bank of New York
Transfer out of securities $\lesssim$ (224,000) (224,000)
30-May-19 Mellon
The Bank of New York
Deposit of securities $\leq$ 20,000,000 20,000,000
$30$ -May-19 Viellon
The Bank of New York
iransfer out of securities $\leq$ (1, 180, 000) (1, 180, 000)

Print Name - Andrew Weiser

Sign Here

Date - 31 May 2019

Capacity - Attorney - In - Fact

This is Annexure C of 1 page referred in Form 604 Notice of Change of Interests be of Substantial Holder given by The Bank of New York Mellon Corporation and its related bodies corporate

Present relevant interests

Holder of relevant interest Nature of relevant interest Class and number of securities
The Bank of New York
Mellon (BNYM)
Remote Interest Held Under Deposit Agreement
Relevant interest under section 608(1)(c) of the
Corporations Act 2001 (Cth) arising from BNYM
having the limited power to dispose of, or control the
exercise of a power to dispose of, securities
deposited with or held by BNYM (or its custodian or
agent) in its capacity as depositary administering an
ADR program for Immuron Limited (Company) under
the Deposit Agreement dated May 31, 2017 between
the Company, holders of American depositary
receipts (ADRs) and BNYM (Deposit Agreement).
[*See Note 1 below].
33,470,600
lordinary shares
BNYMC Group (other
than BNYM)
Relevant interest under section 608(3)(a) and/or
section 608(3)(b) of the Corporations Act 2001 (Cth)
being a relevant interest held through a body
corporate (namely BNYM) in which the voting power
of each other entity in the BNYMC Group is above
20%, or that each other entity in the BNYMC Group
controls.
[*See Note 1 and Note 2 below]
33,470,600
ordinary shares

NOTES:

  • *Note 1: Of the total of 33,470,600 securities in which the BNYMC Group has a relevant interest, BNYM has a relevant interest in 33,470,600 securities as depositary for Immuron Limited ADR program administered under the Deposit Agreement. BNYM's relevant interest in these securities arises as a result of the Deposit Agreement containing rights for BNYM to dispose of securities held under the ADR program in limited circumstances. Under the Deposit Agreement, ADR holders retain their rights to dispose of those securities and to give voting instructions for the exercise of voting rights attached to the securities. BNYMC Group's power to vote or dispose of these securities is qualified accordingly. By an instrument of relief dated 29 April 2019, ASIC has granted certain relief to BNYM and its related bodies corporate from certain provisions of Chapter 6 of the Corporations Act in relation to the acquisition of, or increase in, voting power in securities held by BNYM as depositary under the ADR program.
  • *Note 2: Each Group Entity is a direct or indirect wholly owned subsidiary of BNYMC, the ultimate parent company. Other than BNYM in respect of 33,470,600 securities (of which BNYM's power to only dispose of 33,470,600 securities is limited - see Note 1), none of the BNYMC Group entities are entitled to be registered as holder of the securities and their power to vote or dispose of the securities is qualified accordingly.
print name Andrew Weiser capacity Attorney-In-Fact
sign here I electric Verne date 31 May 2019