Full Press Release Details
of Annual General Meeting and Explanatory Memorandum
| Date of Meeting: | 19 November 2018 | |
| Time of Meeting: | 3:30pm AEDT | |
| Registration from | 3:15pm AEDT | |
| Place of Meeting: | Level 2, 62 Lygon Street, Carlton, | |
| Victoria, Australia 3053 |
is an important document. It should be read in its entirety.
you are in doubt as to the course you should follow, consult your financial or other professional adviser.
OF ANNUAL GENERAL MEETING
is hereby given that the 2018 Annual General Meeting of Immuron Limited [ABN 80 063 114 045] will be held at Level 2, 62 Lygon
Street, Carlton, Victoria, 3053 on Monday, 19th November 2018 at 3:30pm AEDT.
attached Explanatory Memorandum (Memorandum) is provided to supply Shareholders with information to enable Shareholders
to make an informed decision regarding the Resolutions set out in this Notice of Annual General Meeting (Notice). The Memorandum
is to be read in conjunction with this Notice.
Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their
accountant, solicitor or other professional adviser prior to voting.
Annual Financial Statements
receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration
of the Directors' and the reports of the Directors and Auditors.
no resolution is required in relation to this item, Shareholders will be given the opportunity to ask questions and make comments
on the Company's annual financial statements and reports.
representative of Company's Auditor, Grant Thornton Audit Pty Ltd, will be present at the Meeting and Shareholders will
have an opportunity to ask the Auditor's representative questions in relation to the conduct of the audit, the Auditor's
report, the Company's accounting policies, and the independence of the Auditor.
Immuron Limited 2018 Annual Report can be viewed online at the Company's website www.immuron.com on the "Company Securities
Exchange Announcements" page under "Investor Centre", or via the Australian Securities Exchange website at www.asx.com.au,
or a copy can be requested from the Immuron Company Secretary.
1 - Adoption of Remuneration Report
consider and, if thought fit, to pass, the following resolution as a non-binding ordinary resolution:
for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended
30 June 2018 included in the Directors' Report, included within the Company's Annual Financial Report as required
under section 300A of the Corporations Act, be adopted by the Company."
Exclusion Statement:
accordance with the Corporations Act, the Company will disregard any votes cast on this resolution (in any capacity) by or on
behalf of the Key Management Personnel, which includes the Directors and executives in the consolidated group whose remuneration
is included in the Remuneration Report and their closely related parties (Excluded Persons). However, the Company need not disregard
who intend to appoint the Chairman as proxy (including an appointment by default) should refer to the Proxy and Voting Instructions
on page 8 of this Notice.
details in respect of Resolution 1 are set out in the Explanatory Memorandum accompanying this Notice.
2 - Re-Election of Director - Peter Anastasiou
consider, and if thought fit, to pass, the following resolution as an ordinary resolution:
for the purposes of ASX Listing Rule 14.4, clause 13.3(b) of the Constitution and for all other purposes, Mr Peter Anastasiou,
a Director of the Company retires and, being eligible, be re-elected as a Director of the Company."
details in respect of Resolution 2 are set out in the Explanatory Memorandum accompanying this Notice.
3 - Re-Election of Director - Daniel Pollock
consider, and if thought fit, to pass, the following resolution as an ordinary resolution:
for the purposes of ASX Listing Rule 14.4, clause 13.3(b) of the Constitution and for all other purposes, Mr Daniel Pollock, a
Director of the Company retires and, being eligible, be re-elected as a Director of the Company."
details in respect of Resolution 3 are set out in the Explanatory Memorandum accompanying this Notice.
4 - Election of Director - Richard Berman
consider, and if thought fit, to pass, the following resolution as an ordinary resolution:
Mr Richard Berman, who was appointed to fill a casual vacancy on the board on 1 July 2018 and being eligible for election in accordance
with Rule 13.1 of the Company's Constitution and for all other purposes, offers himself for election, be elected as a Director."
details in respect of Resolution 4 are set out in the Explanatory Memorandum accompanying this Notice.
5 - Approve the Issue of Shares to a related party - Grandlodge Pty Ltd or its Nominee
consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
for the purpose of ASX Listing Rule 10.11 and all other purposes, shareholders approve the issue of 437,500 Shares to Grandlodge
Pty Ltd as described in in the Memorandum which accompanied and formed part of this Notice."
Exclusion Statement:
Company will disregard any votes cast in favour of this Resolution by or on behalf of:
the Company need not disregard a vote if:
details in respect of Resolution 5 are set out in the Explanatory Memorandum accompanying this Notice.
6 - Approve the issue of Options to a Director - Richard Berman
consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:
for the purpose of ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company's Executive
Share Option Plan of 2,000,000 unlisted Options to acquire ordinary shares (each with an exercise price of $0.50 (50 cents) and
expiring 30 June 2020) to Mr Richard Berman, a director of the Company (and/or his nominee(s)), as described in in the Memorandum
which accompanied and formed part of this Notice."
Exclusion Statement:
Company will disregard any votes cast in favour of this Resolution by or on behalf of:
the Company need not disregard a vote if:
Act voting restrictions - key management personnel and their closely related parties
accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 6 by or on behalf of
a member of the Company's key management personnel within the meaning of the Corporations Act (including the Directors)
or any of that person's closely related parties within the meaning of the Corporations Act (such as close family members
and any controlled companies of those persons) (collectively referred to as "Restricted Voters"). However, the Company
need not disregard a vote if:
Chair of the Meeting may cast vote on this Resolution as proxy where the written appointment of the Chair as proxy (which may
include appointment of the Chair as proxy by default in the absence of another person) does not specify how the proxy is to vote
on this Resolution but expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly
with the remuneration of a member of the Company's key management personnel.
details in respect of Resolution 6 are set out in the Explanatory Memorandum accompanying this Notice.
7 - Ratification of prior issue of shares
consider and, if thought fit, to pass the following resolution as an ordinary resolution:
for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 13,162,744 fully paid
ordinary shares at an issue price of 39 cents ($0.39) per share in a placement to an institutional investment fund that did not
requirement disclosure under Chapter 6D of the Corporations Act who was identified by Joseph Gunnar & Co, LLC and H.C. Wainwright
& Co, as described in the Explanatory Memorandum which accompanied and formed part of the Notice."
Company will disregard any votes cast in favour of this Resolution by or on behalf of:
the Company will not disregard a vote if it is cast by:
details in respect of Resolution 7 are set out in the Explanatory Memorandum accompanying this Notice.
8 - Ratification of prior issue of Options
consider and, if thought fit, to pass the following resolution as an ordinary resolution:
for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 7,897,647 free-attaching
unlisted Options (each with an exercise price of $0.468 (46.8 cents) and expiring 15 March 2023) to an institutional investment
fund as free-attaching unlisted Options as described in the Explanatory Memorandum which accompanied and formed part of the Notice."
Company will disregard any votes cast in favour of this Resolution by or on behalf of:
the Company will not disregard a vote if it is cast by:
details in respect of Resolution 8 are set out in the Explanatory Memorandum accompanying this Notice.
9 - Ratification of prior issue of Options
consider and, if thought fit, to pass the following resolution as an ordinary resolution:
for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 526,510 free-attaching
unlisted Options (each with an exercise price of $0.585 (58.5 cents) and expiring 15 March 2023) to Joseph Gunnar & Co, LLC
and H.C. Wainwright & Co as described in the Explanatory Memorandum which accompanied and formed part of the Notice."