Announcement PDF IMMURON LIMITED ACN 063 114 045 (ASX code: IMC, NASDAQ code: IMRN) NOTICE OF 2024 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM Date and Time of Meeting: Monday, 18 November 2024 at 11.00 am Place of Meeting: The Offices of K & L Gates, Level 25, Rialto South Tower, 525 Collins Street Melbourne, Victoria And virtually at https://bit.ly/IMCAGM2024 If Shareholders are unable to attend the Meeting in person or using the online platform they are encouraged to return the proxy form to the Company in accordance with the instructions thereon. Returning the proxy form will not preclude a Shareholder from attending and voting at the Meeting in person or utilising the online platform should they elect to do so. This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If you are in doubt as to how to vote on any of the Resolutions, you should seek advice from your accountant, solicitor or other professional adviser without delay. IMMURON LIMITED ACN 063 114 045 Notice of 2024 Annual General Meeting Notice is given that a general meeting of the shareholders of Immuron Limited ACN 063 114 045 (Company or Immuron) will be held at the offices of the Offices of K & L Gates, Level 25, Rialto South Tower, 525 Collins Street Melbourne, Victoria and virtually (online) at https://bit.ly/IMCAGM2024 on Monday, 18 November 2024 at 11.00 am (Melbourne time) for the purpose of considering and if thought fit passing the resolutions as stated below. Webcast meeting details To register to attend the webcast meeting, please click this link https://bit.ly/IMCAGM2024. After registering, you will receive a confirmation email containing information about joining the Meeting. A guide to registration and voting is available here https://www.automicgroup.com.au/virtual-agms. To participate in the webcast meeting you will need a desktop or mobile/tablet device with internet access. When you log onto the online platform to register to attend the AGM, you will need to provide your details (including SRN or HIN) to be verified as a Shareholder. Please note that additional information concerning the proposed resolutions is contained in the Explanatory Memorandum that accompanies and forms part of this Notice of Annual General Meeting. Voting Exclusions to some the following resolutions appear below and are deemed to form part of this Notice. Business of the Meeting Financial statements and reports To receive and consider the financial statements and the reports of the Directors and of the Auditors for the year ended 30 June 2024. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That the Remuneration Report for the year ended 30 June 2024 as set out in the Company's Annual Report for the year ended 30 June 2024 be adopted.” *Please note that section 250R(3) of the Corporations Act 2001 (Cth) provides that the vote on this resolution is advisory only and does not bind the Directors or the Company A voting exclusion statement in respect of this Resolution is set out below. Resolution 2: Re-election of Mr Daniel Pollock To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That pursuant to the Company's Constitution and for all other purposes, the members of the Company approve the re-election of Mr Daniel Pollock as a Non-Executive Director of the Company, who pursuant to clause 13.3 of the Company's Constitution is retiring by rotation and being eligible offers himself for re-election." Resolution 3: Election of Dr Jeannette Joughin To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That Shareholders elect Dr Jeannette Joughin, who was appointed as a director by the Board on 1 June 2024 to fill a casual vacancy, whose appointment as a Director expires at this Annual General Meeting in accordance with Listing Rule 14.4, and being eligible offers herself for election by Shareholders." Resolution 4: Approval of increased placement capacity To consider and, if thought fit, to pass the following resolution as a special resolution: "That pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, Shareholders approve the increase in the capacity of the Company to issue 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 stated in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting.” A voting exclusion statement in respect of this Resolution is set out below. Resolution 5: Approval of the Issue of Options to Dr Jeannette Joughin To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 1,000,000 Options to Dr Jeannette Joughin on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting." A voting exclusion statement in respect of this Resolution is set out below. Resolution 6: Approval of the Issue of Options to Mr Daniel Pollock To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 1,000,000 Options to Mr Daniel Pollock on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting." A voting exclusion statement in respect of this Resolution is set out below. Resolution 7: Approval of the Issue of Options to Prof. Ravi Savarirayan To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 1,000,000 Options to Prof. Ravi Savarirayan on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting." A voting exclusion statement in respect of this Resolution is set out below. By order of the Board Phillip Hains Company Secretary 18 October 2024 Voting Exclusion Statement Corporations Act Resolution 1 - The Company will disregard votes cast by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply. For the purposes of section 224 Corporations Act, the Company will not disregard a vote if: (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of a related party or associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party. Listing Rules In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the resolution by or on behalf of: Resolution 4: Approval of increased placement capacity (a) if at the time the approval of Resolution 4 is sought the Company is proposing to make an issue of securities under rule 7.1A.2, any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company; or (b) an associate of such a person. Resolution 5 Approval of the Issue of Options to Dr Jeannette Joughin (a) any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this employee incentive scheme; or (b) an associate of such a person. Resolution 6 Approval of the Issue of Options to Mr Daniel Pollock (a) any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this employee incentive scheme; or (b) an associate of such a person. Resolution 7 Approval of the Issue of Options to Ravi Savarirayan (a) any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in this employee incentive scheme; or (b) an associate of such a person. However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. VOTING ENTITLEMENT NOTICE 1. Entitlement to vote For the purposes of the Meeting, the Company has determined that in accordance with regulation 7.11.37 of the Corporations Regulations, shares will be taken to be held by the persons registered as holders at 7:00 pm (Melbourne time) on Saturday, 16 November 2024. Accordingly, transfers registered after that time will be disregarded in determining entitlements to vote at the Meeting. 2. Voting at the meeting You may vote by participating in the Meeting at the above described venue or by appointing an attorney or corporate representative to participate in the Meeting and vote for you. Alternatively, Shareholders who are entitled to vote at the Meeting may vote by appointing a proxy to participate and vote on their behalf, using the Proxy Form accompanying this Notice of Meeting or by appointing a proxy online. (a) Jointly held Shares If more than one Shareholder votes in respect of jointly held Shares, only the vote of the Shareholder whose name appears first in the share register will be counted whether the vote is given personally, by attorney or proxy. (b) Voting in person Shareholders wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, may attend the Meeting in person at K & L Gates, Level 25, Rialto South Tower, 525 Collins Street Melbourne, Victoria at 11.00 am (Melbourne time) on Monday, 18 November 2024. It is suggested that participants attend 15 minutes prior to the time designated for the commencement of the Meeting, if possible, to register and to obtain a voting card. (c) Voting by attending virtually Shareholders wishing to vote virtually, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must log in online on the Automic portal to participate in the Meeting to be held at 11.00 am (Melbourne time) on Monday, 18 November 2024 by clicking on the following link: https://bit.ly/IMCAGM2024 . Shareholders who do not have an account with Automic are strongly encouraged to register as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting. An account can be created via the following link https://investor.automic.com.au and then clicking on “register” and following the prompts. Shareholders will require their holder number (securityholder reference number (SRN) or holder identification number (HIN)) to create an account with Automic. For further information on the live voting process please see the Registration and Voting Guide at https://bit.ly/AGM-Meeting-Guide . Shareholders, their attorneys or in the case of Shareholders or proxies which are corporations, corporate representatives, who plan to participate virtually in the Meeting should log in online 30 minutes prior to the time designated for the commencement of the Meeting, if possible, to register and to obtain an electronic voting card. (d) Voting by proxy Shareholders wishing to appoint a proxy to vote on their behalf at the Meeting must either complete and sign or validly authenticate the personalised Proxy Form which accompanies this Notice of Meeting or lodge their proxy online. A person appointed as a proxy may be an individual or a body corporate. Completed Proxy Forms must be delivered to the Share Registry by 11.00 am (Melbourne time) on Saturday, 16 November 2024 in any of the following ways: (i) By mail in the enclosed reply-paid envelope (or the self-addressed envelope, for Shareholders whose registered address is outside Australia) provided to the Share Registry: Immuron Limited C/- Automic Registry Services GPO Box 5193 Sydney NSW 2001 (ii) By email to the Share Registry at meetings@automicgroup.com.au (iii) Online if you wish to appoint your proxy online, you should do so by visiting https://investor.automic.com.au/#/loginsah and following the instructions on that website. Online appointments of proxies must be done by 11.00 am (Melbourne time) on Saturday, 16 November 2024. (iv) By Hand: C/- Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000 A proxy need not be a Shareholder. If you appoint a proxy and subsequently wish to attend the meeting yourself, the proxy will retain your vote and you will be unable to vote yourself unless you notify the registrar of the revocation of your proxy appointment before the commencement of the Meeting. You may notify the registrar by calling 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). If a proxy appointment is signed by a Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman will act as proxy. You are entitled to appoint up to two proxies to participate in 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 you must specify the names of each proxy and the percentage of votes or number of securities for each proxy on the Proxy Form. Replacement Proxy Forms can also be obtained from the Share Registry. If you hold Shares jointly with one or more other persons, in order for your proxy appointment to be valid, each of you must sign the Proxy Form. (e) Undirected proxies If a Shareholder nominates the chairman of the Meeting as that Shareholder's proxy, the person acting as chairman of the Meeting must act as proxy under the appointment in respect of any or all items of business to be considered at the Meeting. If a proxy appointment is signed or validly authenticated by that Shareholder but does not name the proxy or proxies in whose favour it is given, the Chairman of the Meeting will act as proxy in respect of any or all items of business to be considered at the Meeting. Proxy appointments in favour of the Chairman of the Meeting, the Company Secretary or any Director which do not contain a direction as to how to vote will be voted in favour of the resolution at the Meeting. The Chairman intends to vote undirected proxies of which the chair is appointed as proxy in favour of the resolutions. (f) Voting by attorney If you wish to appoint an attorney to vote at the Meeting, the original or a certified copy of the power of attorney under which the attorney has been appointed must be received by the Share Registry no later than 11.00 am (Melbourne time) on Saturday, 16 November 2024 (or if the Meeting is adjourned or postponed, no later than 48 hours before the resumption of the Meeting in relation to the resumed part of the Meeting). Any power of attorney granted by a Shareholder will, as between the Company and that Shareholder, continue in force and may be acted on, unless express notice in writing of its revocation or the death of the relevant Shareholder is lodged with the Company. Your appointment of an attorney does not preclude you from logging in online and participating and voting at the Meeting. The appointment of your attorney is not revoked merely by your participation and taking part in the Meeting, but if you vote on a resolution, the attorney is not entitled to vote, and must not vote, as your attorney on that resolution. (g) Voting by corporate representative To vote by corporate representative at the Meeting, a Shareholder or proxy who is a corporation should obtain a Certificate of Appointment of Corporate Representative from the Share Registry, complete and sign the form in accordance with the instructions on it. The completed appointment form should be lodged with the Share Registry before 11.00 am (Melbourne time) on Saturday, 16 November 2024. The appointment of a representative may set out restrictions on the representative's powers. The appointment must comply with section 250D of the Corporations Act. The original Certificate of Appointment of Corporate Representative, a certified copy of the Certificate of Appointment of Corporate Representative, or a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having been appointed. IMMURON LIMITED ACN 063 114 045 Explanatory Memorandum This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Annual General Meeting of Shareholders to be held at 11.00 am (Melbourne time) on Monday, 18 November 2024 (Meeting). 1. Accounts and Reports The Corporations Act requires the Company to provide before the Annual General Meeting, the Financial Report, Directors' report (including the Remuneration Report) and the Auditor's Report for the financial year ended 30 June 2024. Shareholders will be offered the opportunity to discuss the Financial Report, Directors’ Report and Auditor’s Report at the Meeting. Copies of these reports can be found on the Company’s website www.immuron.com.au. There is no requirement for Shareholders to approve the Financial Report, Directors’ Report and Auditor’s Report. Shareholders will be offered the following opportunities: (a) discuss the Annual Report for the financial year ended 30 June 2024; (b) ask questions or make comments on the management of the Company; and (c) ask the auditor questions about the conduct of the audit and preparation and content of the Auditor’s Report. In addition to taking questions at the Annual General Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about: (a) the preparation and content of the Auditor’s Report; (b) the conduct of the audit; (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and (d) the independence of the auditor in relation to the conduct of the audit, may be submitted no later than 5 business days before the Annual General Meeting to the Company Secretary at the Company’s registered office. 2. Resolution 1: Adoption of Remuneration Report 2.1 Corporations Act Under the Corporations Act, listed entities are required to put to the vote a resolution that the Remuneration Report section of the Directors’ Report be adopted. This Remuneration Report can be found in the Company’s 2024 Annual Report. It sets out a range of matters relating to the remuneration of Directors, the Company Secretary and senior executives of the Company. A vote on this resolution is advisory only and does not bind the Directors or the Company. A copy of the Company’s 2024 Annual Report can be found on its website at www.immuron.com.au. The Corporations Act provides that: (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”. The Company's current "strike" count is zero. If a “first strike” was to occur at the 2024 Annual General Meeting: 2.2 (c) the Company’s subsequent Remuneration Report (in other words, the Company’s Remuneration Report to be included in the 2024 Annual Report) must include an explanation of the Board’s proposed action in response to a 2024 “no vote” or an explanation of why no action has been taken; and (d) if the Company’s subsequent (i.e. 2024) Remuneration Report also receives a “no vote” at the 2024 Annual General Meeting of at least 25% of the votes cast, then Shareholders at the 2024 Annual General Meeting will be asked (at that 2024 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. Board Recommendation As set out in the Notice of 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. Accordingly, the Board abstains from making a recommendation in relation to Resolution 1. The Chairman intends to exercise all undirected proxies in favour of Resolution 1. 3. Resolution 2: Re-election of Mr Daniel Pollock 3.1 Background Clause 13.3 of the Company’s Constitution provides that no Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting following the Director’s election, whichever is the longer, without submitting himself for reelection. Mr Daniel Pollock was re-elected as a Non-Executive Director on 15 December 2021, being eligible, offers himself for re-election. Daniel Pollock Non-Executive Director Appointment date Qualifications 11 October 2012 Experience Mr Pollock is a sole practitioner in his own legal firm based in Melbourne which operates internationally and specialises in commercial law. Further, he is executive director and co-owner of Great Accommodation Pty Ltd, a property management business operating in Victoria. Mr Pollock holds a Bachelor of Laws and Diploma in Professional Legal Practice and is a lawyer admitted in both Scotland and Australia and holding practising certificates in both jurisdictions. He has had historical involvement as a seed investor and board member of a number of small unlisted companies. The most recent of these was an e-pharmacy company where he was heavily involved in its commercial growth and ultimate sale to a large listed health services company. None Other current directorships Special Chair of the Audit and Risk Committee responsibilities Member of the Remuneration and Nomination Committee 3.1 Board Recommendation The Directors (other than Mr Daniel Pollock) recommend that Shareholders vote in favour of this Resolution 2. The Chairman intends to exercise all undirected proxies in favour of Resolution 2. 4. Resolution 3: Election of director - Dr Jeannette Joughin 4.1 Background Dr Jeannette Joughin was appointed on 1 June 2024 to fill a casual vacancy on the Board, in accordance with the Company's' Constitution. Dr Jeannette Joughin Non-Executive Director Appointment date Qualifications Experience 1 June 2024 Dr. Joughin holds a Bachelor of Science (Honours) and a PhD, Immunology from Monash University. Dr. Joughin is an experienced biopharmaceutical and medical device leader with 20+ years’ experience locally and internationally. Her operational and leadership experience has been forged through conducting research at universities and holding clinical and commercial positions of increasing seniority in multi-national pharmaceutical companies, start-up environments in private and listed companies located in the USA, Europe and Australia, and as a Venture Partner working with local and global portfolio companies. Other current Nil. directorships Special Member of Remuneration and Nomination Committee. responsibilities Member of Audit and Risk Committee. 4.2 Board Recommendation The Directors (other than Dr Jeannette Joughin) recommend that Shareholders vote in favour of this Resolution 3. The Chairman intends to exercise all undirected proxies in favour of Resolution 3. 5. Resolution 4: Approval of increased placement capacity 5.1 Placement capacity ASX Listing Rule 7.1A enables eligible entities, after obtaining shareholder approval by special resolution at an annual general meeting, to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. This Resolution 4 seeks approval to allow the Board the flexibility to issue additional Shares if it so decided. The Board may decide not to issue any Shares pursuant to this Resolution 4. 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. The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility. The exact number of equity securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2. If this Resolution 4 is not approved by shareholders then the Company will not have the flexibility of an available additional 10% capacity to issue Shares under the 10% Placement Facility described in this section 6 of the Explanatory Memorandum. The Company not having the 10% Placement Facility will have no effect on the Company's existing Listing Rule 7.1 15% capacity. 5.2 Description of Listing Rule 7.1A Any equity securities issued under the 10% Placement Facility (Placement Securities) must be in the same class as an existing quoted class of equity securities of the Company. The Company, as at the date of the Notice, has on issue one class of quoted equity securities, being ordinary shares (Shares). 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). Eligible entities which have 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 Placement Securities calculated in accordance with the formula in Listing Rule 7.1A.2. The effect of Resolution 4 will be to allow the Directors to issue the Placement Securities under Listing Rule 7.1A during the 10% Placement Period (as defined below) without using any of the Company’s 15% placement capacity under Listing Rule 7.1. 5.3 Specific information required by Listing Rule 7.3A Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows: (a) Period for which approval will be valid Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of: (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; (ii) the time and date of the Company's next annual general meeting; or (iii) the time and date of the approval by shareholders of a transaction under Listing Rules 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 (10% Placement Period). (b) Minimum issue price If any Placement Securities are issued, the minimum price the Placement Securities will be issued for cash consideration which is not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days on which trades in that class were recorded immediately before: (i) the date on which the price at which the Placement Securities are to be issued is agreed; or (ii) if the Placement Securities are not issued within 10 trading days of the date in paragraph (i) above, the date on which the Placement Securities are issued. The actual number of Placement Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Placement Securities in accordance with the formula prescribed in Listing Rule 7.1A.2. (c) Maximum Number of Shares to be Issued: Listing Rule 7.1A.2 provides that an eligible entity which has obtained a 7.1A mandate may, during the period of the mandate, issue or agree to issue a number of equity securities (N) equal to the 10% Placement Facility, calculated in accordance with the following formula prescribed in Listing Rule 7.1A.2: N = (A x D) – E where: A = is the number of shares on issue 12 months before the date of the issue or agreement: • plus the number of fully paid ordinary securities issued in the relevant period under an exception in Listing Rule 7.2 other than exception 9, 16 or 17, • plus the number of fully paid ordinary securities issued in the relevant period on the conversion of con