Full Press Release Details
code: IMC, NASDAQ code: IMRN)
OF 2021 ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM
to the ongoing COVID-19 pandemic, the meeting will be held virtually. Details on how to participate virtually' are provided
in the Virtual Meeting Online Guide attached as Annexure A to this Notice of Meeting and Explanatory Memorandum. Shareholders are encouraged
to review this Virtual Meeting Online Guide before the Meeting.
are strongly encouraged to lodge their completed Proxy Forms in accordance with the instructions in this Notice of Meeting.
recent modifications brought to the Corporations Act 2001 and based on the temporary relief measures (to meet regulatory requirement
under the Corporations Act 2001) included in the recently enacted Treasury Laws Amendment (2021 Measures No.1) Act 2021,
no hard copy of the Notice of Annual General Meeting and Explanatory Memorandum will be circulated.
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.
of 2021 Annual General Meeting
is given that an annual general meeting of the members of Immuron Limited ACN 063 114 045 (Company) to be held virtually on Wednesday,
15 December 2021 at 4.30pm (Melbourne time) for the purpose of considering and, if thought appropriate, passing the resolutions
as outlined in this Notice of Meeting (Notice).
wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, must
log in online to register for the meeting, please click the link below: https://us02web.zoom.us/webinar/register/WN_aBPtFZ55S-uouqXdIRUFTg
health and safety of members and personnel, and other stakeholders, is the highest priority and the Company is acutely aware of the
current circumstances resulting from COVID-19. While the COVID-19 situation remains volatile and uncertain, based on the temporary
relief measures (to meet regulatory requirement under the Corporations Act 2001) included in the recently enacted Treasury
Laws Amendment (2021 Measures No.1) Act 2021, the Company will hold the Meeting virtually and intends to conduct a poll on the
resolutions set out in the Notice incorporating the proxies filed prior to the Meeting.
Company is not sending hard copies of the Meeting materials to shareholders. Instead, a copy of the Meeting materials can be viewed and
downloaded from www.immuron.com.au/company-securities-exchange-announcements/.
are strongly encouraged to submit their proxies as early as possible and in any event prior to the cut-off for proxy voting as set out
on how to participate virtually' are provided in the Virtual Meeting Online Guide attached as Annexure A. Shareholders are
encouraged to review this guide before the Meeting.
statements and reports
receive and consider the financial statements and the reports of the Directors and of the Auditors for the year ended 30 June 2021.
1: Adoption of Remuneration Report
consider and, if thought fit, pass the following resolution as an ordinary resolution:
the Remuneration Report for the year ended 30 June 2021 as set out in the Company's Annual Report for the year ended 30 June 2021
Company will disregard any vote cast on Resolution 1 by, or on behalf of:
a person (the Voter) described above may cast a vote on the resolution as a proxy if the vote is not cast on behalf of a person
described above and either:
2: Re-election of Mr Daniel Pollock
consider and, if thought fit, to pass the following resolution as an ordinary resolution:
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."
3: Approval of increased placement capacity
consider and, if thought fit, to pass the following resolution as a special resolution:
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
this Notice of Meeting."
4: Issue of 218,750 Shares to Grandlodge Pty Ltd or its nominee
consider and, if thought fit, pass the following resolution as an ordinary resolution:
for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 218,750 Shares to Grandlodge
Pty Ltd (a related party of the Company) or nominee and otherwise on the terms and conditions set out in the Explanatory Memorandum."
Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:
the Company need not disregard a vote cast on Resolution 4 if it is cast by or on behalf of:
5: Approval of Omnibus Incentive Plan
consider and, if thought fit, to pass the following resolution as an ordinary resolution:
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)."
Company will disregard any vote cast in favour of Resolution 5 by, or on behalf of:
the Company need not disregard a vote cast on Resolution 5 if it is cast by or on behalf of:
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 4.30pm (Melbourne time) on 13 December 2021. Accordingly, transfers
registered after that time will be disregarded in determining entitlements to vote at the Meeting.
may vote by participating in the virtual Meeting or by appointing an attorney or corporate representative to participate in the
virtual 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
on how to participate virtually' are provided in the Virtual Meeting Online Guide attached as Annexure A. Shareholders are
encouraged to review this guide before the Meeting.
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.
their attorneys or in the case of Shareholders or proxies which are corporations, corporate representatives, who plan to participate
or vote in the virtual Meeting should log in online 15 minutes prior to the time designated for the commencement of the Meeting, to register
and to obtain an electronic voting card.
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
participating in the virtual Meeting will receive an email from the Share Registry prior to the Meeting containing details of their proxy
number which they will need to use for the online registration process. 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 electronic voting card.
Proxy Forms must be delivered to the Share Registry by 4.30pm (Melbourne time) on 13 December 2021 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 |
| (iv) | By Hand: | |
| C/- Automic Registry Services Level 5, 126 Phillip Street Sydney NSW 2000 |
proxy need not be a Shareholder.
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).
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
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.
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
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.
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.
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.
Chairman intends to vote undirected proxies of which the chair is appointed as proxy in favour of the resolutions.
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 4.30pm (Melbourne time) on 13 December 2021 (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).