Full Press Release Details
(ASX code: IMC, NASDAQ code:
NOTICE OF EXTRAORDINARY GENERAL
AND EXPLANATORY STATEMENT
Date and Time of Meeting:
Thursday, 12 February 2026
Level 3, 62 Lygon Street,
If 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.
of Extraordinary General Meeting and Explanatory Statement 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 Extraordinary
Notice is given that
the Extraordinary general meeting of the shareholders of Immuron Limited ACN 063 114 045 (Company or Immuron) will be
held at Level 3, 62 Lygon Street, Carlton, VIC 3053 on Thursday, 12 February 2026 at 11.00 am AEDT 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 Statement that accompanies and forms part of this Notice
of Extraordinary General Meeting. Voting Exclusions to some the following resolutions appear below and are deemed to form part of this
Business of the Meeting
Resolution 1: Ratification
of prior issue of shares - Listing Rule 7.1
To consider 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 28,278,923 Shares on the terms and conditions set out in the Explanatory
A voting exclusion statement in respect of this Resolution
Resolution 2: Ratification
of prior issue of shares - Listing Rule 7.1A
To consider 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 26,821,997 Shares on the terms and conditions set out in the Explanatory
A voting exclusion statement in respect of this Resolution
| By order of the Board | |
| /s/ Phillip Hains | |
| Phillip Hains | |
| Company Secretary |
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 1: 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 2: 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
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 11.00 am AEDT on Tuesday, 10 February 2026. 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, may attend the Meeting
in person at Level 3, 62 Lygon Street, Carlton, VIC 3053 on Thursday, 12 February 2026 at 11.00 am AEDT. It is suggested that participants
attend 30 minutes prior to the time designated for the commencement of the Meeting, if possible, to register and to obtain a voting card.
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.
Proxy Forms must be delivered to the Share Registry by 11.00 am AEDT on Tuesday, 10 February 2026 in any of the following
A proxy need not be a Shareholder.
If 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.
If 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 act as proxy.
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.
If 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 Form.
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. If 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.
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.
The Chairman intends to vote
undirected proxies of which the chair is appointed as proxy in favour of the resolutions.
If 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 11.00 am AEDT on Tuesday, 10 February 2026 (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).
Any power of attorney granted by
a Shareholder will, as between the Company and that Shareholder, continue in force and may be acted on, unless express notice in writing
of its revocation or the death of the relevant Shareholder is lodged with the Company.
Your appointment of an attorney
does not preclude you from logging in online and participating and voting at the Meeting. The appointment of your attorney is not revoked
merely by your participation and taking part in the Meeting, but if you vote on a resolution, the attorney is not entitled to vote, and
must not vote, as your attorney on that resolution.
by corporate representative at the Meeting, a Shareholder or proxy who is a corporation should obtain a Certificate of Appointment
of Corporate Representative from the Share Registry, complete and sign the form in accordance with the instructions on it. The completed
appointment form should be lodged with the Share Registry before 11.00 am AEDT on Tuesday, 10 February 2026.
The appointment of a representative
may set out restrictions on the representative's powers. The appointment must comply with section 250D of the Corporations Act.
The original Certificate of
Appointment of Corporate Representative, a certified copy of the Certificate of Appointment of Corporate Representative, or
a certificate of the body corporate evidencing the appointment of a representative is prima facie evidence of a representative having
Explanatory Statement
This Explanatory Statement has
been prepared for the information of Shareholders in connection with the business to be conducted at the Extraordinary General Meeting