Announcement PDF IMMURON LIMITED ACN 063 114 045 (ASX code: IMC, NASDAQ code: IMRN) NOTICE OF 2023 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM Date and Time of Meeting: 21 November 2023 at 10.00 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/IMCAGM2023 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 2023 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 by webcast at https://bit.ly/IMCAGM2023 on Tuesday, 21 November 2023 at 10.00 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/IMCAGM2023. After registering, you will receive a confirmation email containing information about joining the Meeting. A guide to registration and voting is available here https://bit.ly/AGMMeetingGuide. 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 2023. 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 2023 as set out in the Company's Annual Report for the year ended 30 June 2023 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 Resolution 2: Re-election of Dr Roger Aston 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 Dr Roger Aston 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: 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 4: Approval to Amend Constitution - Employee share scheme provisions To consider and, if thought fit, to pass the following resolution as a special resolution: "That pursuant to sections 136(2) of the Corporations Act and for all other purposes, the existing constitution of the Company be amended with respect to the Employee Share Scheme provisions, as detailed in the Explanatory Memorandum which accompanies this Notice of Meeting" Resolution 5: Approval of Omnibus Incentive Plan To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “That the shareholders approve the Company's Omnibus Incentive Plan for the purposes of ASX Listing Rule 7.2 Exception 13(b), sections 200B, 200E and 259B(2) of the Corporations Act 2001, and for all other purposes, as laid before the meeting, a copy of which is available for inspection at the registered office of the Company (during normal business hours)." A voting exclusion statement in respect of this Resolution is set out below. Resolution 6 Approval of the Issue of Options to Mr Paul Brennan 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 Paul Brennan on the terms and conditions set out in the Explanatory Statement 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 23 October 2023 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 3: Approval of increased placement capacity (a) if at the time the approval of Resolution 3 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 Omnibus Incentive Plan (a) any person who is eligible to participate in the employee incentive scheme; or (b) an associates of those persons. Resolution 6 Approval of the Issue of Options to Mr Paul Brennan (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 associates of those persons. 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 10.00 am (Melbourne time) on 19 November 2023. 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, must attend the Meeting in person at the above described venue to be held at 10.00 am (Melbourne time) on 19 November 2023. 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 an voting card. This Meeting will not be conducted virtually. (c) 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. Proxies are asked to log in online 15 minutes prior to the time designated for the commencement of the Meeting, if possible, to register and to obtain an voting card. Completed Proxy Forms must be delivered to the Share Registry by 10.00 am (Melbourne time) on 19 November 2023 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 10.00 am (Melbourne time) on 19 November 2023. (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. (d) 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. (e) 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 10.00 am (Melbourne time) on 19 November 2023 (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. (f) 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 10.00 am (Melbourne time) on 19 November 2023. 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 10.00 am (Melbourne time) on Monday 21 November 2023 (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 2023. 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 2023; (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 2023 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 2023 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 2023 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 2023 Annual Report) must include an explanation of the Board’s proposed action in response to a 2023 “no vote” or an explanation of why no action has been taken; and (d) if the Company’s subsequent (i.e. 2023) Remuneration Report also receives a “no vote” at the 2023 Annual General Meeting of at least 25% of the votes cast, then Shareholders at the 2023 Annual General Meeting will be asked (at that 2023 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 Dr Roger Aston 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. Dr Roger Aston was re-elected as a Non-Executive Director on 29 October 2020, being eligible, offers himself for re-election. Dr Roger Aston Non-Executive Director Appointment date Qualifications 20 March 2012 Experience Dr. Roger Aston has been a member of the board of directors and the board’s Independent Non-Executive Chairman since March 2012. He has recently transitioned to his role as an Independent Non-Executive Director, effective from 1 July 2023. He has more than 20 years’ experience in the pharmaceutical and biotechnology industries. Dr Aston was previously the chief executive officer and a director of Mayne Pharma Group Limited (ASX: MYX). Prior to his position at Mayne Pharma, some of his previous positions have included chief executive officer of Peptech Limited (ASX: PTD), director of Cambridge Antibody Technology Limited (LSE: CAT and NASDAQ: CATG) and chairman of Bio Focus Plc (formerly: Cambridge Drug Discovery Limited). Dr Aston was also founder and chief executive officer of Biokine Technology Ltd (UK) prior to its acquisition by the Peptech Group. Dr Aston was also a director of Sivida Ltd. During the past 20 years of his career, Dr Aston has been closely involved in the development of many successful pharmaceutical and biotechnology companies. He has extensive experience including negotiating global license agreements, overseeing product registration activities with the FDA, the establishment and implementation of guidelines and operating procedures for manufacturing and clinical trials, overseeing manufacturing of human and veterinary products, private and public fund-raising activities and the introduction of corporate governance procedures Pharmaust Limited (ASX: PAA) since August 2013. Other current directorships Special responsibilities 3.1 BSc (Hons) and PhD. Member of the audit and risk committee and chair of the remuneration committee until 30 June 2023. Board Recommendation The Directors (other than Dr Aston) 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: Approval of increased placement capacity 4.1 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 3 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 3. 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 3 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. 4.2 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 3 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 3 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. 4.3 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 convertible securities within Listing Rule 7.2 exception 9 where: - the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or - the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4, • plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within Listing Rule 7.2 exception 16 where: - the agreement was entered into before the commencement of the relevant period; or - the agreement or issue was approved, or taken under these rules to have been approved, under Listing Rule 7.1 or Listing Rule 7.4, • plus the number of any other fully paid ordinary securities issued in the relevant period with approval under Listing Rule 7.1 or Listing Rule 7.4, • plus the number of partly paid ordinary securities that became fully paid in the relevant period, • less the number of fully paid ordinary securities cancelled in the relevant period. (Note: "A" has the same meaning as in Listing Rule 7.1 when calculating the 15% capacity); D = 10%; E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the relevant period (being the 12 month period immediately preceding the date of the issue or agreement), where the issue or agreement has not been subsequently approved by holders of ordinary securities under Listing Rule 7.4; (d) Purposes for which Placement Securities may be issued The Company may seek to issue the Placement Securities as cash consideration for the acquisition of new assets and or other investments, or as cash for general working capital purposes. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.3 upon issue of any Placement Securities. (e) Effect on existing (non-participating) Shareholders If Resolution 3 is approved by Shareholders and the Company issues Placement Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that: (i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the Placement Securities than on the date of the Annual General Meeting; and (ii) the Placement Securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date. The below table is included for illustrative purposes and shows the potential dilution of existing Shareholders on the basis of the current ma