Full Press Release Details
code: IMC, NASDAQ code: IMRN)
OF 2024 ANNUAL GENERAL MEETING AND
and Time of Meeting:
18 November 2024 at 11.00 am
Offices of K & L Gates,
Level 25, Rialto South Tower,
525 Collins Street Melbourne, Victoria
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.
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.
of 2024 Annual General Meeting
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 virtually
(online) at https://bit.ly/IMCAGM2024 on Monday, 18 November 2024 at 11.00 am (Melbourne time) for the purpose of considering and
if thought fit passing the resolutions as stated below.
register to attend the webcast meeting, please click this link https://bit.ly/IMCAGM2024.
registering, you will receive a confirmation email containing information about joining the Meeting. A guide to registration and voting
is available here https://www.automicgroup.com.au/virtual-agms.
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.
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.
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 2024.
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 2024 as set out in the Company's Annual Report for the year ended 30 June 2024 be
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
voting exclusion statement in respect of this Resolution is set out below.
2: Re-election of Mr Daniel Pollock
consider and, if thought fit, to pass the following resolution as an ordinary
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: Election of Dr Jeannette Joughin
consider and, if thought fit, to pass the following resolution as an ordinary
Shareholders elect Dr Jeannette Joughin, who was appointed as a director by the Board on 1 June 2024 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 herself
for election by Shareholders."
4: 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
and forms part of this Notice of Meeting."
voting exclusion statement in respect of this Resolution is set out below.
5: Approval of the Issue of Options to Dr Jeannette Joughin
consider and, if thought fit, pass the following resolution as an ordinary
for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 1,000,000 Options to Dr Jeannette
Joughin on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting."
voting exclusion statement in respect of this Resolution is set out below.
6: Approval of the Issue of Options to Mr Daniel Pollock
consider and, if thought fit, pass the following resolution as an ordinary
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 Daniel
Pollock on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting."
voting exclusion statement in respect of this Resolution is set out below.
7: Approval of the Issue of Options to Prof. Ravi Savarirayan
consider and, if thought fit, pass the following resolution as an ordinary
for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve the issue of 1,000,000 Options to Prof. Ravi
Savarirayan on the terms and conditions set out in the Explanatory Memorandum which accompanies and forms part of this Notice of Meeting."
voting exclusion statement in respect of this Resolution is set out below.
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 exceptions apply.
the purposes of section 224 Corporations Act, the Company will not disregard a vote if:
accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the resolution by or on behalf of:
| Resolution 4: Approval of increased placement capacity | (a) | if at the time the approval of Resolution 4 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 the Issue of Options to Dr Jeannette Joughin | (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 associate of such a person. | ||
| Resolution 6 Approval of the Issue of Options to Mr Daniel Pollock | (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 associate of such a person. | ||
| Resolution 7 Approval of the Issue of Options to Ravi Savarirayan | (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 associate of such a person. |
this does not apply to a vote cast in favour of a resolution by:
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 7:00 pm (Melbourne time) on Saturday, 16 November 2024. Accordingly,
transfers registered after that time will be disregarded in determining entitlements to vote at the Meeting.
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.
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.
wishing to vote, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives, may attend
the Meeting in person at K & L Gates, Level 25, Rialto South Tower, 525 Collins Street Melbourne, Victoria at 11.00 am (Melbourne
time) on Monday, 18 November 2024. 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 a voting card.
wishing to vote virtually, or their attorneys or in the case of a Shareholder or proxy which is a corporation, corporate representatives,
must log in online on the Automic portal to participate in the Meeting to be held at 11.00 am (Melbourne time) on Monday, 18 November
2024 by clicking on the following link: https://bit.ly/IMCAGM2024 .
who do not have an account with Automic are strongly encouraged to register as soon as possible and well in advance of the Meeting to
avoid any delays on the day of the Meeting. An account can be created via the following link https://investor.automic.com.au and then
clicking on "register" and following the prompts. Shareholders will require their holder number (securityholder reference
number (SRN) or holder identification number (HIN)) to create an account with Automic.
further information on the live voting process please see the Registration and Voting Guide at https://bit.ly/AGM-Meeting-Guide .
their attorneys or in the case of Shareholders or proxies which are corporations, corporate representatives, who plan to participate
virtually in the Meeting should log in online 30 minutes prior to the time designated for the commencement of the Meeting, if possible,
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
Proxy Forms must be delivered to the Share Registry by 11.00 am (Melbourne time) on Saturday, 16 November 2024 in any of the following