Full Press Release Details
(ASX code: IMC, NASDAQ code: IMRN)
NOTICE OF 2022 ANNUAL
GENERAL MEETING AND EXPLANATORY MEMORANDUM
Date and Time of Meeting:
21 November 2022 at 4.00pm
Level 2, 62 Lygon Street, Carlton, Victoria,
This Meeting will be held in person at the above
venue and will not be held virtually. Shareholders are strongly encouraged to lodge their completed Proxy Forms in accordance with the
instructions in this Notice of Meeting (Notice).
To appoint your proxy online, visit
https://investor.automic.com.au/#/loginsah and follow the instructions on that website. Online appointments of proxies must be done
by 4.00 pm (Melbourne time) on 19 November 2022.
This Notice can be viewed and downloaded from
the Company's website at www.immuron.com.au/company-securities-exchange-announcements/ or the ASX at www2.asx.com.au.
Immuron Limited encourages all shareholders to
provide our share registry an email address so we can communicate with you electronically when shareholder notices become available online,
for items such as meeting documents and annual reports. By providing your email address, you will:
Notice of 2022 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 Level 2, 62 Lygon Street, Carlton,
Victoria, Australia 3053 on Monday, 21 November 2022 at 4.00pm (Melbourne time) for the purpose of considering and if thought fit
passing the resolutions as stated below.
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.
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 2022.
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 2022
as set out in the Company's Annual Report for the year ended 30 June 2022 be adopted."
| Voting exclusion: | ||
| The Company will disregard any vote cast on Resolution 1 by, or on behalf of: | ||
| (a) | a member of the Key Management Personnel, details of whose remuneration are included in the remuneration report; or | |
| (b) | a closely related party of such a member. | |
| However, 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: | ||
| (a) | the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or | |
| (b) | the Voter is the chair of the meeting and the appointment of the chair as proxy: | |
| (i) does not specify the way the proxy is to vote on the Resolution; and | ||
| (ii) 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 Key Management Personnel for the Company. |
Resolution 2: Re-election of Mr Stephen Anastasiou
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 Stephen Anastasiou 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: Re-election of Prof. Ravi Savarirayan
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 Prof. Ravi Savarirayan 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 4: Election of Mr Paul Brennan
To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
"That Shareholders elect Mr Paul Brennan,
who was appointed as a director by the Board on 16 March 2022 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 himself for election by Shareholders."
Resolution 5: 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 this Notice of Meeting."
| Voting exclusion: | ||
| The Company will disregard any vote cast in favour of Resolution 5 by, or on behalf of: | ||
| (a) | if at the time the approval of Resolution 5 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 member. | |
| However, this does not apply to a vote cast in favour of Resolution 5 by: | ||
| (a) | a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; | |
| (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 shareholder 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 shareholder 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 shareholder votes on the resolution in accordance with directions given by the beneficiary to the shareholder to vote in that way. |
Resolution 6: Approval to Amend Constitution - virtual meetings
To consider and, if thought fit, pass the following
resolution as a special resolution:
"That pursuant to section 136(2) of the
Corporations Act and for all other purposes, the members of the Company approve the amendment of clause 12.23 of the Company's Constitution
to permit the Company to hold virtual meetings of members in accordance with the provisions of the Corporations Act, as detailed in the
Explanatory Memorandum which accompanies this Notice of Meeting."
Resolution 7: Approval to Amend Constitution - re-insert
Proportional Bid Provisions
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That pursuant to section 136(2) of the
Corporations Act and for all other purposes, the members of the Company approve the amendment of the Company's Constitution by re-inserting
the Clause 13, being the Proportional Bid provisions of the Constitution, as detailed in the Explanatory Memorandum which accompanies
this Notice of Meeting"
By order of the Board
VOTING ENTITLEMENT NOTICE
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 4.00pm (Melbourne time) on 19 November 2022. Accordingly, transfers registered after that time will be disregarded in determining entitlements
to vote 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.
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.
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 4.00pm (Melbourne time) on 19 November 2022. 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.
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 4.00pm
(Melbourne time) on 19 November 2022 in any of the following ways:
C/- Automic Registry Services
C/- Automic Registry Services
Level 5, 126 Phillip Street