Constitution of Immuron Limited ACN 063 114 045 [Amended at a Meeting of Shareholders held on Tuesday 21 November 2023] Table of Contents 1. Definitions and interpretation 1 1.1 Definitions 1 1.2 Interpretation 2 1.3 Rep

[Amended at a Meeting of Shareholders held on Tuesday

Immuron Limited ACN 063 114 045

A public company limited by shares

The following definitions apply in this

Constitution unless the context requires otherwise:

Act means the Corporations

Act 2001 (Cth) and any regulations made under that statute;

ASX means ASX Limited ACN 008

ASX Settlement means ASX Settlement

Pty Ltd ACN 008 504 532;

ASX Settlement Operating Rules

means the operating rules of ASX Settlement from time to time;

Business Day means a day that

is not a Saturday, Sunday, public holiday or bank holiday in Victoria;

Chairman means the Chairman of

Directors appointed under clause 15.4;

CHESS has the meaning given to

that term in the ASX Settlement Operating Rules;

Company means Immuron Limited

Constitution means this constitution

as altered or added to from time to time;

CS Facility has the meaning given

to the term "prescribed CS facility" in section 761A of the Act;

Director means a person appointed

or elected to the office of Director of the Company under this Constitution and includes any alternate Director duly acting as a Director;

Dividend includes an interim dividend;

ESS Interests has the meaning

under section 1100M(1) of the Act;

Government Agency means any government

or any public, statutory, governmental (including a local government), semi-governmental or judicial body, entity, department or authority

and includes any self-regulatory organisation established under statute;

Listing Rules means the Listing

Rules of ASX and any other rules and procedures of ASX that apply to the Company while it is admitted to the Official List of ASX, each

as amended or replaced from time to time, except to the extent of any express written waiver by ASX;

Managing Director means a managing

director appointed under clause 16;

Marketable Parcel has the meaning

given in clause 10.1;

Meeting Technology means any technology

approved by the Directors that is reasonable to use for the purpose of holding a meeting at one or more physical venues or entirely virtually

by electronic means (without any physical meeting) or by a combination of those methods and otherwise satisfies the requirements of this

Constitution and the Corporations Act;

Member means a person who is entered

in the Register as the holder of Shares in the capital of the Company;

Member Present means, in connection

with a meeting, the Member being present in person or by proxy, by attorney and, where the Member is a body corporate, by representative,

and includes being present at a different venue from the venue at which other Members are participating in the same meeting, providing

the pre-requisites for a valid meeting at different venues are observed;

Official List means the official

list of entities that ASX has admitted and not removed;

Person and words importing persons

include partnerships, associations and bodies corporate, unincorporated bodies and all other entities or associations recognised by Law

as well as individuals;

Prescribed Rate means the rate

that is 2% per annum above the rate specified from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic);

Present means, in connection with

a meeting, the Member being present in person or by proxy, by attorney or, where the Member is a body corporate, by representative, and

includes being present at a different venue from the venue at which other Members are participating in the same meeting or virtually where

the meeting is held using Meeting Technology, providing the pre-requisites for a valid meeting as set out in this Constitution and the

Corporations Act are observed;

Register means the registers and

subregisters (if any) of Members to be kept under the Act and the Listing Rules;

Registered Office means the registered

office of the Company;

Restricted Securities has the

same meaning given to it in the Listing Rules; and

Share means a share in the capital

In this Constitution, unless the context

The replaceable rules contained in the

Act are displaced under section 135(2) of the Act and do not apply to the Company.

This Constitution is subject to the Act

and where there is any inconsistency between a clause of this Constitution and the Act which is not permissible under the Act, the Act

prevails to the extent of the inconsistency.

Everything done under this Constitution

of the Company continues to have the same operation and effect after the adoption of any successor Constitution as if properly done under

In this Constitution, a reference to

the Listing Rules or ASX Settlement Operating Rules:

If the Company is admitted to the Official

List, the following clauses apply:

but do not have the right to vote

at general meetings except as set out in clause 2.2(h).

Except as otherwise provided in this

Constitution, the Company must treat the registered holder of any Share as the absolute owner of the Share and must not, except as ordered

by a court or as required by statute, recognise (even when having notice) any equitable or other claim to or interest in the Share on

the part of any other person.

The Company may, in accordance with the

Act and the Listing Rules, buy back its own Shares on any terms and conditions determined by the Directors.

To the extent that dealings in Shares

or other securities take place in CHESS or any other CS Facility that provides for dealing in securities in uncertificated form, the Company

is not required to issue certificates for those Shares or securities.

Subject to the Act, the Listing Rules

and the ASX Settlement Operating Rules, the Directors may in their absolute discretion ask ASX Settlement to apply a holding lock to prevent

a transfer under the ASX Settlement Operating Rules, or refuse to register a paper-based transfer, of a Share where:

If the Directors decline to register

any transfer of Shares, the Company must, within 5 Business Days after the transfer is lodged with it, give to the person who lodged

the transfer written notice of the decision to decline registration and the reason for it.