Immuron Ltd 6-K, filed Dec 1, 2022

Immuron Ltd (IMRN)

6-K 2022-12-01 For: 2022-12-01

Added on April 09, 2026

About this 6-K

Immuron Ltd filed this 6-K on December 1, 2022.

1.	Definitions and interpretation	1
1.1	Definitions	1
1.2	Interpretation	3
1.3	Replaceable rules	3
1.4	Compliance with the Act	3
1.5	Transitional	4
1.6	Listing Rules and ASX Settlement Operating Rules only apply if Company is listed	4
1.7	Constitution subject to Listing Rules if the Company is listed	4

2.	Capital	4
2.1	Power of Directors to issue Shares and other securities	4
2.2	Preference shares	5
2.3	Classes of Shares	6
2.4	Brokerage	6
2.5	Non-recognition of equitable or other interests	7

3.	Alteration of capital	7
3.1	Power to alter capital	7
3.2	Power to buy back Shares	7

4.	Certificates	7
4.1	Uncertificated holdings	7
4.2	Certificates	8

5.	Transfer of Shares	8
5.1	Transfer of Shares	8
5.2	Registration of written transfers	8
5.3	Refusing a transfer	9
5.4	Notice of non-registration	9
5.5	Suspension of transfers	9

6.	Transmission of Shares	9
6.1	Transmission of Shares on death	9
6.2	Transmission of Shares by operation of Law	10
6.3	Dividends and other rights	10

7.	Calls on Shares	10
7.1	Calls	10
7.2	Liability of joint holders for calls	11
7.3	Interest on unpaid amounts	11
7.4	Fixed sums taken to be called	11
7.5	Prepayments of calls	11

8.	Lien on Shares	12
8.1	Company has lien	12
8.2	Exercise of lien	12
8.3	Completion of sale	13
8.4	Application of proceeds of sale	13

9.	Forfeiture and surrender of Shares	13
9.1	Liability to forfeiture	13
9.2	Surrender of Shares	13
9.3	Power to forfeit	14
9.4	Notice of forfeiture	14
9.5	Powers of Directors	14
9.6	Consequences of forfeiture	14
9.7	Evidentiary matters	15
9.8	Transfers after forfeiture and sale	15
9.9	Fixed amounts taken to be calls	15

10.	Sale of small holdings of Shares	15
10.1	Definitions	15
10.2	Disposal Notice	16
10.3	Limits on Company’s power to sell	17
10.4	Sale of Shares	17
10.5	Proceeds of sale	17
10.6	Effect of sale	17
10.7	Further action	17
10.8	Registration of transfer	17
10.9	Costs of sale	18
10.10	Where Shares of 2 or more Members sold	18
10.11	Rights of purchaser	18
10.12	Limit on Member’s remedies	18

11.	Proportional takeover approval provisions	18
11.1	Interpretation	18
11.2	Transfers prohibited without approval	18
11.3	Meetings	19
11.4	Deemed approval	19
11.5	Proportional Bid rejected	19
11.6	Duration of clause	20

12.	General meetings	20
12.1	Power of Directors to convene	20
12.2	Notice of general meetings	21
12.3	Annual general meetings	21
12.4	Quorum	21
12.5	If a quorum not present	22
12.6	Chairing meetings	22
12.7	Adjournments	22
12.8	Voting at general meetings	23
12.9	Procedure for polls	23
12.10	Chairperson’s casting vote	23
12.11	Representation and voting of Members	23
12.12	Joint holders	24
12.13	Members of unsound mind and minors	24
12.14	Restriction on voting rights - unpaid amounts	24
12.15	Objections to qualification to vote	24
12.16	Direct voting	24
12.17	Number of proxies	25

12.18	Form of proxy	25
12.19	Where proxy is incomplete	26
12.20	Lodgement of proxies	26
12.21	Validity of proxies	27
12.22	Right of officers and advisers to attend general meeting	27
12.23	Use of technology	27
12.24	Minutes	29

13.	Appointment, removal and remuneration of Directors	29
13.1	Appointment and removal	29
13.2	No Share qualification	30
13.3	Retirement at each annual general meeting	30
13.4	Remuneration	30
13.5	Vacation of office	31
13.6	Retiring allowance for Directors	32

14.	Powers and duties of Directors	33
14.1	Powers of Directors	33
14.2	Appointment of attorneys and representatives	33
14.3	Negotiable instruments	33

15.	Proceedings of Directors	33
15.1	Proceedings	33
15.2	Meetings by telecommunications	34
15.3	Quorum at meetings	34
15.4	Chairman of Directors	34
15.5	Proceedings at meetings	34
15.6	Disclosure of interests	34
15.7	Alternate Directors and attendance by proxy	35
15.8	Vacancies	36
15.9	Committees	36
15.10	Written resolutions	37
15.11	Minutes	37
15.12	Defects in appointments	38

16.	Managing Director	38
16.1	Power to appoint Managing Director	38
16.2	Delegation of powers to Managing Director	38

17.	Secretaries and other officers	38
17.1	Secretaries	38
17.2	Other officers	38

18.	Execution of documents	39

19.	Inspection of records	39
19.1	Inspection of records	39

20.	Dividends, reserves and distributions	39
20.1	Power to pay dividends	39
20.2	Crediting of dividends	39
20.3	Reserves	40
20.4	Deduction of unpaid amounts	40
20.5	Distribution in kind	40
20.6	Payment of distributions	41

21.	Capitalisation of profits	41
21.1	Capitalisation	41
21.2	Manner in which sums applied	41
21.3	Participation by holders of partly paid shares	42
21.4	Powers of Directors	42

22.	Dividend reinvestment and Share plans	42
22.1	Directors may establish plans for Members	42
22.2	Implementing plans	43
22.3	Where not all Members or holders participate	43
22.4	Information and advice to Members	43
22.5	Limit on Directors’ obligations	43
22.6	Share incentive plans	43
22.7	Duties and powers of Directors	43

23.	Notices	44
23.1	How notice to be given	44
23.2	When notice is given	44
23.3	Notice of general meeting	44
23.4	No notice if no valid address	45

24.	Joint holders	45
24.1	Notice to be given by joint holders	45
24.2	Effect of giving notice	45
24.3	Failure to give notice	45
24.4	Receipts	45

25.	Winding up	46
25.1	Where assets insufficient to repay paid up capital	46
25.2	Where assets sufficient to repay paid up capital	46
25.3	Powers of liquidator	46
25.4	Vesting of property in trustees	46

26.	Indemnity and insurance	46
26.1	Definition	46
26.2	Company must indemnify Officers	46
26.3	Documentary indemnity and insurance policy	47

27.	Restricted Securities	47
27.1	Compliance with Listing Rules	47
27.2	Disposals during escrow period	47
27.3	Company’s obligations in the event of breach	47