Full Press Release Details
ANNUAL GENERAL MEETING AND
EXPLANATORY STATEMENT
November 2025 at 11.15 am AEDT
Grant Thornton Collins Square, Tower 5
Collins Street Melbourne
Shareholders are unable to attend the Meeting in person 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.
Notice of 2025 Annual General Meeting
that a general meeting of the shareholders of Immuron Limited ACN 063 114 045 (Company or Immuron) will be held at the
offices of Grant Thornton, Collins Square, Tower 5, Level 22, 727 Collins Street Melbourne on Tuesday, 11 November 2025 at 11.15 am
AEDT for the purpose of considering and if thought fit passing the resolutions as stated below.
this is an in-person meeting only. However, shareholders will have an opportunity to attend the meeting virtually and ask questions.
Please note that voting is not allowed for a virtual participation.
the webcast meeting, please follow this link
note that additional information concerning the proposed resolutions is contained in the Explanatory Statement 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.
Business of the Meeting
Financial statements
and consider the financial statements and the reports of the Directors and of the Auditors for the year ended 30 June 2025.
1: Adoption of Remuneration Report
To consider and, if thought
fit, pass the following resolution as an ordinary resolution:
the Remuneration Report for the year ended 30 June 2025 as set out in the Company's Annual Report for the year ended 30 June 2025 be
A voting exclusion statement
in respect of this Resolution is set out below.
2: Re-election of Director - Prof Ravi Savarirayan
To 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 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."
3: Re-election of Director - Mr Paul Brennan
To 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 Paul Brennan
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: Approval of increased
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 Statement which accompanies
and forms part of this Notice of Meeting."
exclusion statement in respect of this Resolution is set out below.
Resolution 5: Approval of the Issue
of Options to Dr Jeannette Joughin
and, if thought fit, pass the following resolution as an ordinary resolution:
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 Statement which accompanies and forms part of this Notice of Meeting."
exclusion statement in respect of this Resolution is set out below.
Resolution 6: Approval of the Issue
of Options to Mr Daniel Pollock
and, if thought fit, pass the following resolution as an ordinary resolution:
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 Statement which accompanies and forms part of this Notice of Meeting."
exclusion statement in respect of this Resolution is set out below.
Approval of the Issue of Options to Prof Ravi Savarirayan
consider and, if thought fit, pass the following resolution as an ordinary resolution:
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 Statement which accompanies and forms part of this Notice of Meeting."
exclusion statement in respect of this Resolution is set out below.
Resolution 8: Approval of the Issue
of Options to Mr Paul Brennan
and, if thought fit, pass the following resolution as an ordinary resolution:
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."
exclusion statement in respect of this Resolution is set out below.
Resolution 9: Ratification of prior
issue of shares - Listing Rule 7.1
and, if thought fit, pass the following resolution as an ordinary resolution:
for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 16,095,046 Shares on the terms and
conditions set out in the Explanatory Statement."
exclusion statement in respect of this Resolution is set out below.
Resolution 10: Ratification of
prior issue of shares - Listing Rule 7.1A
and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes
of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 22,799,834 Shares on the terms and conditions set out
in the Explanatory Statement."
A voting exclusion statement
in respect of this Resolution is set out below.
Resolution 11: Approval to renew
Proportional Takeover Bid
To consider and, if thought
fit, pass the following resolution as a special resolution:
for the purposes of sections 136(2) and 648G of the Corporations Act and for all other purposes, approval is given for the Company to
modify its existing Constitution by renewing clause 11 for a period of three years from the date of approval of this Resolution."
By order of the Board
Voting Exclusion Statement
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.
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 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 Dr 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. | |
| Resolution 8: Approval of the Issue of Options to 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 associate of such a person. | |
| Resolution 9: Ratification of prior issue of shares - Listing Rule 7.1 | (a) | participants (and/or their nominee/s) or any other person who participated in the issue; or |
| (b) | an associate of such a person. | |
| Resolution 10: Ratification of prior issue of shares - Listing Rule 7.1A | (a) participants (and/or their nominee/s) or any other person who participated in the issue; or | |
| (b) an associate of such a person. |
However, this does not apply to a vote
cast in favour of the Resolution by: