Full Press Release Details
(ASX code: IMC, NASDAQ code: IMRN)
ANNUAL GENERAL MEETING AND
EXPLANATORY MEMORANDUM
Date and Time of Meeting:
21 November 2023 at 10.00 am
The Offices of K & L Gates,
Level 25, Rialto South Tower,
525 Collins Street Melbourne, Victoria
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.
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.
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
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.
Financial statements
To receive and consider the financial
statements and the reports of the Directors and of the Auditors for the year ended 30 June 2023.
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."
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
Re-election of Dr Roger Aston
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
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
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"
Approval of Omnibus Incentive Plan
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.
Approval of the Issue of Options to Mr Paul Brennan
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
Voting Exclusion Statement
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
For the purposes of section 224 Corporations Act,
the Company will not disregard a vote if:
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
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 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.
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.