Notice of 2019 Annual General Meeting and

Notice of 2019 Annual General Meeting and

Explanatory Memorandum

This is an important document. It should

be read in its entirety.

If you are in doubt as to the course

you should follow, consult your financial or other professional adviser.

NOTICE OF 2019 ANNUAL GENERAL MEETING

Notice is hereby given that the 2019 Annual

General Meeting of Immuron Limited [ABN 80 063 114 045] will be held at Level 2, 62 Lygon Street, Carlton, Victoria, Australia

3053 on Wednesday, 6 November 2019 at 3:30pm (Melbourne, Victoria, Australia time).

The attached Explanatory Memorandum (Memorandum)

is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions

set out in this Notice of General Meeting (Notice). The Memorandum is to be read in conjunction with this Notice.

This Notice should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional

adviser prior to voting.

RESOLUTION 1: NON-BINDING

RESOLUTION TO ADOPT REMUNERATION REPORT

To consider and, if thought fit, pass the

following resolution as a non-binding ordinary resolution:

"That the Company approve

the adoption of the Remuneration Report, included in the Directors' Report, for the year ended 30 June 2019."

Voting Exclusion Statement:

A vote on Resolution 1 must not be cast

(in any capacity) by or on behalf of either of the following persons:

However, a person (voter) may cast

a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a Restricted Voter and the voter is appointed as a proxy

in writing that specifies the way the proxy is to vote on Resolution 1. The Chair may also exercise undirected proxies if the vote

is cast on behalf of a person entitled to vote on Resolution 1 and the proxy appointment expressly

authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with

the remuneration of members of the key management personnel of the Company.

Directors of the Company who are key management

personnel whose remuneration details are included in the 2019 Remuneration Report, any other key management personnel whose remuneration

details are included in the 2019 Remuneration Report, or any of their closely related parties, will not be able to vote on Resolution

1 or to vote undirected proxies held by them on Resolution 1.

Further details in respect of Resolution

1 are set out in the Memorandum accompanying this Notice.

RESOLUTION 2A: RE-ELECTION OF MR STEPHEN

ANASTASIOU AS A DIRECTOR

thought fit, pass the following resolution as an ordinary resolution:

"That Mr Stephen Anastasiou,

who retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election,

be re-elected as a Director of the Company."

Further details in respect of Resolution

2A are set out in the Memorandum accompanying this Notice.

RESOLUTION 2B: RE-ELECTION OF PROF.

RAVI SAVARIRAYAN AS A DIRECTOR

thought fit, pass the following resolution as an ordinary resolution:

"That Prof. Ravi Savarirayan,

who retires by rotation in accordance with the Company's constitution and, being eligible, offers himself for re-election,

be re-elected as a Director of the Company."

Further details in respect of Resolution

2B are set out in the Memorandum accompanying this Notice.

RESOLUTION 3: APPROVAL TO ISSUE OPTIONS

TO A DIRECTOR - DR GARY S. JACOB

To consider, and if thought fit, to pass,

with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose

of ASX Listing Rule 10.14 and all other purposes, shareholders approve the issue under the Company's Executive Share Option

Plan of 5,000,000 unlisted options to acquire ordinary shares (each with an exercise price of $0.50 (50 cents) and expiring 10

February 2024) to Dr Gary S. Jacob, a director of the Company (and/or his nominee(s)), as described in the Memorandum which accompanied

and formed part of the Notice of General Meeting."

Voting Exclusion Statement:

The Company will disregard any votes cast

in favour of this Resolution by or on behalf of:

the Company need not disregard a vote if:

Act voting restrictions - key management personnel and their closely related parties

In accordance with the Corporations Act

2001 (Cth), the Company will disregard any votes cast by proxy on Resolution 3 by a Restricted Voter. However, the Company need

not disregard a vote if:

Further details in respect of Resolution

3 are set out in the Memorandum accompanying this Notice.

RESOLUTION 4 - RATIFICATION OF PRIOR

To consider and, if thought fit, to pass

the following resolution as an ordinary resolution:

"THAT for the purposes

of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 20,000,000 fully paid ordinary shares

at an issue price of 10 US cents (US$0.10) per share (represented by 500,000 American Depository Shares (ADS) at an issue

price of US$4.00 per ADS) in an underwritten public offering to unrelated investors that did not require disclosure under Chapter

6D of the Corporations Act who were identified by ThinkEquity, a division of Fordham Financial Management Inc., as described in

the Memorandum which accompanied and formed part of the Notice."

Company will disregard any votes cast in favour of this Resolution by or on behalf of:

the Company will not disregard a vote if it is cast by:

Further details in respect of Resolution

4 are set out in the Memorandum accompanying this Notice.

RESOLUTION 5 - RATIFICATION OF PRIOR

To consider and, if thought fit, to pass

the following resolution as an ordinary resolution:

"THAT for the purposes

of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the prior issue of 13,565,200 fully paid ordinary shares

at an issue price of 10 US cents (US$0.10) per share (represented by 339,130 ADS at an issue price of US$4.00 per ADS) in an underwritten

public offering to unrelated investors that did not require disclosure under Chapter 6D of the Corporations Act who were identified

by ThinkEquity, a division of Fordham Financial Management Inc., as described in the Explanatory Memorandum which accompanied and

formed part of the Notice."

Company will disregard any votes cast in favour of this Resolution by or on behalf of:

the Company will not disregard a vote if it is cast by:

Further details in respect of Resolution

5 are set out in the Memorandum accompanying this Notice.

RESOLUTION 6: APPROVAL OF PLACEMENT