CAMBIUM BIO LIMITED — Capital/Financing Update 2014

Aug 18, 2014

19 August 2014

Dear Shareholder

Regeneus Ltd - Share Purchase Plan

On behalf of Regeneus Ltd (Regeneus), I am pleased to invite you to participate in a Share Purchase Plan which gives you the opportunity to subscribe for up to \$15,000 of new Regeneus ordinary shares (New Shares), at an issue price of A\$0.26 per New Share (the SPP). The issue price is approximately an 8.7% discount to the 7 day volume weighted average price of Regeneus' Share price between 29 July 2014 and Tuesday, 5 August 2014, being the last day of trading of Regeneus' Shares before the SPP was announced. The SPP is open to Regeneus shareholders in Australia and New Zealand as at 7.00pm AEST on 7 August 2014 (Eligible Shareholders).

The SPP opens on Tuesday 19 August 2014 and will close at 5.00pm (AEST) on Thursday 4 September 2014. It is intended that the New Shares will be issued on 11 September 2014.

In addition, Regeneus announced on 8 August 2014 that it had completed a placement of shares to institutional and sophisticated investors (Placement) to raise A\$3m.

The funds raised from the SPP will be used together with the Placement funds to accelerate important new product developments particularly for our personalised human and canine cancer vaccines and our offthe-shelf stem cell therapy for human osteoarthritis. A more detailed breakdown of the use of funds is set out below.

ACTIVITY	$A$ \$m
Human Health
HiQCell – market development including Singapore	0.9
Progenza – pre-clinical and first-in-man trial	1.8
Human Cancer Vaccine - pre-clinical and first-in-man trial	1.6
Veterinary Health
Canine Cancer Vaccine – marketing trials and early commercialisation activities in US/AUS	0.8
R&D	0.65
Transaction costs	0.25
Total	6.0

You will find enclosed in this mail pack important information, including:

• key dates and terms for the SPP
• instructions on "How to Apply" setting out how to accept all or part of your entitlement; and
• an SPP Application Form which details your entitlement, to be completed in accordance with the instructions provided on the form and the instructions on "How to Apply".

The SPP closes at 5.00 pm (Sydney time) on Thursday, 4 September 2014. To participate, you need to ensure that your completed Application Form (with your Application Amount) is received by Regeneus OR that you have paid your Application Amount via BPAY® prior to the SPP closing date and time, in line with the instructions that are set out on the Application Form. Please refer to the instructions in the Terms and Conditions on "How to Apply" that accompany this letter for further information.

Participation in the SPP is optional. However, the offer under the SPP is non-renounceable. This means that you cannot transfer your right to purchase New Shares under the SPP to another person or entity.

We have been pleased in the growth of our shareholder base increasing from 660 post-IPO last year to over 1700.

The SPP and Placement will allow Regeneus to continue its progress towards further important milestones set out in the attached Product Pipeline Update of 31 July 2014.

We look forward to your consideration of this Share Purchase Plan and your continued support.

Yours faithfully

John Martin Chairman, Regeneus Ltd

$\overline{2}$

25 Bridge Street, Pymble, NSW 2073 Ph: $+61294998010 \cdot$ Fax: $+61294998020 \cdot$ www.regeneus.com.au $\cdot$ ABN 13 127 035 358

REGENEUS LTD ACN 127 035 358 (Regeneus)

SHARE PURCHASE PLAN (SPP) TERMS AND CONDITIONS

1. Eligible Shareholders

You are eligible to participate in the SPP if you were the registered holder of one or more fully paid ordinary shares in Regeneus (Shares) at 7:00pm (Sydney time) on 7 August 2014 with an address as recorded in Regeneus' register of ordinary shareholders in Australia or New Zealand (Eligible Shareholder).

Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder.

2. The SPP

The SPP enables Eligible Shareholders to purchase up to AUD\$15,000 of ordinary new Shares in Regeneus (New Shares), without being required to pay brokerage fees or incurring additional transaction costs.

3. Participation in the SPP

Participation in the SPP is optional. However, the offer under the SPP is non-renounceable. This means that you cannot transfer your right to purchase New Shares under the SPP to another person or entity.

4. Issue Price and Variation in Market Price

The issue price for each New Share is AUD\$0.26 (Issue Price). The Issue Price is approximately an 8.7% discount to the 7 day volume weighted average price of Regeneus' Share price between 29 July 2014 and Tuesday, 5 August 2014, being the last day of trading of Regeneus' Shares before the SPP was announced.

The market price of the Shares on the ASX may rise and fall between the SPP opening date, the closing date and the date when Regeneus allots the New Shares to you under the SPP (Allotment Date). This means that the price you pay under the SPP offer may exceed the price at which Shares are trading on the ASX at the time the New Shares are allotted to you under the SPP. Accordingly, you should seek your own financial advice in relation to this SPP offer and your participation in the SPP.

5. Indicative Dates*

Record date to determine entitlements (7:00pm Sydney time)	7 August 2014
Announcement of SPP	8 August 2014
Despatch of Offer Documents and SPP opens	19 August 2014
Closing date for application for New Shares (5:00pm Sydney time)	4 September 2014
Expected date of allotment and despatch of transaction confirmation statements to Eligible Shareholders	11 September 2014

* Regeneus has the discretion to vary these dates by making an announcement to the ASX.

6. Opening and Closing Dates of the SPP

The SPP offer opens on Tuesday 19 August 2014 (Opening Date) and closes at 5:00pm (Sydney time) on Thursday 4 September 2014 (Closing Date), unless it is extended by Regeneus. Regeneus reserves the right to change at any time the Closing Date or the proposed Allotment Date, by making an announcement to the ASX. Regeneus also reserves the right to terminate the SPP at any time prior to the issue of New Shares under the SPP. If Regeneus terminates the SPP, it will refund any money paid by Eligible Shareholders under the SPP. Interest will not be paid on any money refunded under this clause.

7. Amount of Shares Eligible Shareholders can apply for under the SPP

You may apply for a dollar amount of New Shares under the SPP, not a number of New Shares. You may apply for New Shares in any of the following amounts:

• (a) AUD\$2,000 (7,592 New Shares);
• (b) AUD\$5,000 (19,230 New Shares);
• (c) AUD\$7,500 (28,846 New Shares);
• (d) AUD\$10,000 (38,461 New Shares);
• (e) AUD\$15,000 (57,692 New Shares),

(each an Application Amount).

If you are an Eligible Shareholder and have received more than one offer under the SPP (for example because you are the joint holder of Shares or hold more than one shareholding under separate share accounts), you may not apply for New Shares with an aggregate value exceeding AUD\$15,000 under the SPP. Regeneus reserves the right (exercisable at its sole discretion) to reject any application for New Shares where it believes this requirement will not be met. Any necessary refund will be paid by Regeneus to Eligible Shareholders shortly after the Closing Date or the date upon which the Closing Date is extended. Interest will not be paid on any money refunded under this clause.

If a trustee or nominee is expressly noted on the Regeneus share register as holding Shares on behalf of another person (the Beneficiary), the Beneficiary is taken to be the registered holder of the Shares for the purpose of the SPP and any application by the trustee or nominee is taken to be an application and certification by the Beneficiary (although a Beneficiary who is resident outside of Australia or New Zealand is not eligible to participate in the SPP).

8. Scale-back

The SPP will be capped at AUD\$3million. Regeneus may scale-back applications under the SPP to the extent and in the manner that it sees fit. Factors that Regeneus may take into account in determining any scale-back include compliance with regulatory requirements, the amount applied for by each Eligible Shareholder under the SPP, the number of Shares held at the Record Date and whether the Eligible Shareholder remains on the register at the Closing Date.

In any scale-back, the difference between the value of the New Shares allotted and the Application Amount paid to Regeneus (only where the amount is greater than the Issue Price) will be refunded to you as soon as practicable following the Allotment Date. Any scale-back will be announced on the Allotment Date. No interest will be paid on any money refunded.

9. How to Apply for New Shares under the SPP and Payment

If you wish to apply for New Shares under the SPP, you can either:

• (a) complete the enclosed personalised application form (Application Form) and return it together with a cheque, bank draft or money order made payable to 'Regeneus SPP Offer Account'; or
• (b) make a BPAY® payment by using the personalised reference number shown on your enclosed Application Form. You do not need to return your application form.

Please do not send cash.

Applications may only be made for parcels of New Shares in the amounts set out on the Application Form.

9.1 Payment by cheque, bank draft or money order

If you choose to pay by cheque, bank draft or money order, you should complete your Application Form in accordance with the instructions on the form and return it together with a cheque, bank draft or money order in Australian dollars, payable to "Regeneus SPP Offer Account" and crossed "Not Negotiable".

Your cheque, bank draft or money order must be:

• (a) for an amount equal to either AUD\$2,000, AUD\$5,000, AUD\$7,500, AUD\$10,000 or AUD\$15,000; and
• (b) in Australian currency drawn on an Australian branch of a financial institution.

If the payment received is not for the exact amount required to buy the number of New Shares you have elected to purchase under the SPP, Regeneus reserves the right to round down your application to the closest number of New Shares by dividing your payment by the Issue Price. In these circumstances Regeneus will amend the Eligible Shareholder's Application Form for the number of New Shares applied for.

Application Forms together with the appropriate payment must be received by Regeneus's share registry by the Closing Date, currently 5:00pm (Sydney time) on 4 September 2014. Application Forms received after the Closing Date will not be accepted.

Please send your Application Form to:

By post: Regeneus Ltd SPP Offer c/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

By hand delivery:

Regeneus Ltd SPP Offer c/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 (Please do not use hand delivery address for mailing purposes) A reply paid envelope is enclosed for Eligible Shareholders based in Australia. Eligible shareholders in New Zealand will need to affix the appropriate postage stamp.

If your Application Form is incomplete, contains errors or is otherwise invalid or defective, Regeneus may, in its sole discretion, accept, reject, correct or amend your Application Form, issue such number of New Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the Closing Date. No interest will be paid on any refund.

Should your cheque for payment of the New Shares not clear, your Application Form will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.

You will not be able to withdraw or revoke your Application Form once you have sent it in.

9.2 Payment by BPAY®

If you choose to pay by BPAY®:

• (a) you do not need to submit your Application Form but are taken to have made the declarations on that Application Form; and
• (b) please follow the instructions on your Application Form (and use the specific Biller Code and your unique Reference Number listed). If you receive more than one Application Form, please only use the Reference Number specific to each form.

You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions.

New Zealand shareholders will not be able to make a payment using BPAY.

You must ensure that your BPAY® payment is received by Regeneus' share registry by the Closing Date, currently 5:00pm (Sydney time) on 4 September 2014.

10. Allotment Date

It is anticipated that the New Shares will be allotted under the SPP on 11 September 2014 and application for quotation of your New Shares on the ASX will be made at the same time. You should receive your allotment statement, or confirmation advice, shortly after this date.

11. What Rights Attach to the New Shares?

New Shares issued under the SPP will rank equally with existing fully paid ordinary shares in Regeneus and will carry the same voting rights, dividend rights and other entitlements as at the date of allotment.

12. Modification, Waiver, Suspension and Termination of the SPP

The directors of Regeneus may resolve to change the terms and conditions of this SPP from time to time. Regeneus reserves the right to issue fewer New Shares than an Eligible Shareholder has applied for under the SPP (or none at all) if it believes that the allotment of the New Shares would contravene any law or rules of any stock exchange on which Regeneus' Shares are listed.

In addition, Regeneus reserves the right to waive compliance with any provision of the terms and conditions of the SPP and suspend, withdraw or terminate the SPP at any time.

Any amendment, variation, suspension, withdrawal or termination of the SPP will be binding on all Eligible Shareholders even where Regeneus does not notify the Eligible Shareholders of that event.

Regeneus is not liable for any exercise of its discretions under the terms and conditions of the SPP. Any refund made to you is despatched at your own risk.

13. Dispute Resolution

Regeneus may settle in any manner it thinks fit any disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application for shares. The decision of Regeneus will be conclusive and binding on all Eligible Shareholders and any other persons to whom the decision relates. Regeneus reserves the right to waive compliance with any provision of these SPP terms and conditions, subject to compliance with the Corporations Act, the ASX Listing Rules and ASIC Class Order CO09/425.

14. Further Information

If you have any questions in relation to the terms and conditions of the SPP or how to make an application, you may phone Regeneus' share registry on 1300 222 378.

Regeneus will not provide financial, investment or taxation advice.

15. Independent Financial or Investment Advice Recommended

We recommend that you contact your stockbroker, accountant or professional adviser before investing in New Shares under the SPP.

16. Declaration and Acknowledgement

By forwarding and completing an Application Form for New Shares under the SPP and by making payment, each Eligible Shareholder:

• (a) acknowledges that he/she has read, understands and agrees to be bound by the terms and conditions of the SPP;
• (b) certifies that (except where Shares are held as trustee or nominee on account of a beneficiary which is expressly noted on Regeneus' register of shareholders) the aggregate of the application price for:
• (i) the New Shares or interests the subject of the Application Form; and
• (ii) any other Shares or interests in the class applied for by or on behalf of the Shareholder under the SPP or any similar plan operated by Regeneus in the 12 months prior to date of the Application Form,

does not exceed AUD\$15,000;

• (c) certifies that where Shares are held as trustee or nominee on account of a beneficiary which is expressly noted on Regeneus' register of shareholders (Beneficiary) the aggregate of the application price for:
• (i) the New Shares or interest the subject of the Application Form; and
• (ii) any other Shares or interest in the class applied for by, or on behalf of, the Beneficiary under the SPP or any similar plan in the 12 months prior to the application,

does not exceed AUD\$15,000.

17. Governing Law

The terms and conditions of the SPP are governed by the laws in place in New South Wales, Australia and you submit to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

REGENEUS LTD ACN 127 035 358

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1300 222 378 From outside Australia: +61 1300 222 378 ASX Code: RGS Website: www.linkmarketservices.com.au

SRN/HIN:

Offer Closes

Entitlement Number: Record Date: 7:00pm (AEST), 7 August 2014

Offer Opens: 19 August 2014

5:00pm (AEST): 4 September 2014

SHARE PURCHASE PLAN ("SPP") APPLICATION FORM

How do I apply for Shares under this offer?

• Carefully read the SPP Terms and Conditions accompanying this form.
• Decide on the amount you wish to apply for.
• Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.

Option 1: Paying by Bpay®.

Option 2: Paying by Cheque, Bank Draft or Money Order.

• Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay®

If paying by Bpay®, you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay® by 5:00pm (AEST) on 4 September 2014. By paying by Bpay®, you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment.

If you make a payment by Bpay® and Regeneus Ltd receives an amount which is not equal to either A\$2,000, A\$5,000, A\$7,500, A\$10,000 or A\$15,000, Regeneus Ltd may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A\$2,000.

Biller Code: 292201 Ref:

Telephone & Internet Banking – Bpay®

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account.

® Registered to Bpay Pty Ltd ABN 69 079 137 518 More info: www.bpay.com.au

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.

• A. Tick the box beside the amount you wish to apply for, either A\$2,000, A\$5,000, A\$7,500, A\$10,000 or A\$15,000.
• B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to "Regeneus SPP Offer Account" and crossed "Not Negotiable". Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A\$2,000, A\$5,000, A\$7,500, A\$10,000 or A\$15,000, Regeneus Ltd may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A\$2,000.
• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only): A		Please detach and enclose with payment	SRN/HIN:	Entitlement Number:	*9999999
A\$2,000 (7,592 Shares) OR	A\$5,000 (19,230 Shares) OR	A\$7,500 (28,846 Shares) OR	A\$10,000 (38,461 Shares) OR		A\$15,000 (57,692 Shares)
Make your cheque, bank draft or money order payable to "Regeneus SPP Offer Account" and crossed "Not Negotiable" B Amount of Cheque
Drawer	Cheque Number	BSB Number	Account Number
				A\$	.00
C Telephone Number – Business Hours		Telephone Number – After Hours	Contact Name
( )	( )

IMPORTANT INFORMATION

• 1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.
• 1. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.
• 1. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Payment by Bpay® or you submit your Acceptance Slip with your Application Payment.
• 1. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.
• 1. If you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided ("the Schedule") before your Application will be received. The Schedule can be obtained by contacting the Regeneus Ltd SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.
• 1. For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay®, you certify that the aggregate of the Application Payment paid by you for:
• the parcel of New Shares indicated on this Application Form or Bpay® payment; and
• any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpay® does not exceed A\$15,000.
• 1. Regeneus Ltd reserves the right to make amendments to this Application Form where appropriate.
• 1. Applicants are not assured of receiving the Shares for which they have applied as Regeneus Ltd may scaleback applications in its discretion.

How to Lodge your Acceptance Slip and Application Payment

A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.

Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay® you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay® transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

Mailing Address	or	Hand Delivery
Regeneus Ltd		Regeneus Ltd
C/- Link Market Services Limited		C/- Link Market Services Limited
GPO Box 3560		1A Homebush Bay Drive
Sydney NSW 2001		Rhodes NSW 2138 (Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5:00pm (AEST) on 4 September 2014. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Regeneus Ltd reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact the Regeneus Ltd SPP Offer Information Line on 1300 222 378 if calling within Australia or +61 300 222 378 if calling from outside of Australia.