IMMUTEP LIMITED — AGM Information 2007

Oct 25, 2007

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NOTICE OF ANNUAL GENERAL MEETING

Incorporating Explanatory Statement and Proxy Form

to be held on Thursday, 29 November 2007 at 2.00pm (registration commencing at 1.45pm) at Level 1, 530 Little Collins St, Melbourne, VIC 3000

PRIMA BIOMED LIMITED

ACN 009 237 889

NOTICE OF 2007 ANNUAL GENERAL MEETING

Notice is given that the 2007 Annual General Meeting of Prima Biomed Limited [ACN 009 237 889] (“the Company”) will be held at Level 1, 530 Little Collins St, Melbourne, VIC 3000 on Thursday 29 November 2007 at 2.00pm (“the Meeting”).

The details of the resolutions contained in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting should be read together with and form part of this Notice of Annual General Meeting.

BUSINESS

2007 Annual Financial Statements

To lay before the Meeting the Annual Financial Statements of the Company comprising the Annual Financial Report, Directors’ Report (including the Remuneration Report) and Audit Report for the year ended 30 June 2007.

In General

To receive and answer Shareholders’ questions and comments on the management of the Company.

At the Meeting, a representative of the Company’s Auditors, Hall Chadwick, will be available to receive and answer any questions of the Shareholders relevant to the conduct of the audit and the preparation and content of the Auditor’s report.

Resolution 1: Re-election of director – Mr. Eugene Kopp

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr Eugene Kopp, a Director retires by rotation and is eligible for re-election, be re-elected as a Director of the Company.”

Further details in respect of Resolution 1 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 2: Election of Mr. Martin Rogers as a director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That Mr. Martin Rogers, being a Director appointed during the year, and eligible for election, be elected as a Director of the Company.”

Further details in respect of Resolution 2 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 3: Approval for proposed grant of options to Mr. Eugene Kopp

To consider, and if thought fit, to pass the following as an ordinary resolution:

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“That, for the purposes of ASX Ltd’s Listing Rule 10.11, and subject to approval of Resolution 1 with or without amendment, the Company is authorised to grant to Mr. Eugene Kopp unlisted options to purchase 2,000,000 ordinary shares of the Company, exercisable at $0.125 each on or before 31 December 2009.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by:

• The person who is to receive the securities in relation to the entity and

• an associate of those persons.

However, the Company need not disregard a vote on Resolution 3 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further details in respect of Resolution 3 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 4: Change of Company Auditor

To consider, and if thought fit, to pass the following as an ordinary resolution:

“That McLean Delmo Hall Chadwick Audit Assurance Pty Ltd, a registered audit company with ASIC be hereby appointed external auditor of the Company, replacing the incumbent auditor, Hall Chadwick and that proper professional fees be paid as remuneration to the new auditor.”

Further details in respect of Resolution 4 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 5: Change of Constitution

To consider, and if thought fit, to pass the following resolution as a special resolution:

• “That clause 14.10 of the Constitution, be altered to read:

14.10 Written Resolutions

A resolution in writing signed by:

(a) all Directors who are eligible to vote on the resolution; or

(b) a resolution in writing signed by Directors who are eligible to vote on the resolution and constituting in number not less than a majority of all appointed Directors,

is taken to have been passed by the Directors without a meeting. The resolution is passed when signed by the last of all eligible Directors or the last of the Directors required to constitute the majority, as relevant."

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Further details in respect of Resolution 5 are set out in the Explanatory Statement accompanying this Notice of Annual General Meeting.

Resolution 6: Non-binding resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

“That the Company adopt the Remuneration Report for the year ended 30 June 2007.”

Further details in respect of Resolution 6 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Dated: 26[th] October 2007

By the order of the Board

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Robert Kleine

Company Secretary

The accompanying Explanatory Memorandum and the Proxy and Voting Instructions form part of this Notice of Annual General Meeting.

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PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

A member who is entitled to vote at a meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; and

• (b) one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the Share Registry of the Company at PO Box 535, Applecross WA 6953, Australia, or facsimile (08) 9315 2233 not less than 48 hours before the time for holding the Annual General Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

The Chairman intends voting undirected proxies in favour of all resolutions.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the chairperson of the Annual General Meeting) a natural person to act as its representative at any general meeting.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company’s Register of Members as at 7:00pm (Melbourne, Victoria time), 27 November 2007 are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

PRIMA BIOMED LIMITED

ACN 009 237 889

PROXY FORM

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I/We ________
of _________
being a member(s) of Prima Biomed Limited (“the Company”)
and entitled to ___ shares appoint:
Name of Proxy: ______
Address of Proxy: _________
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If you do not wish to direct your proxy how to vote, please place a mark in the box By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution

The Chairman intends voting undirected proxies in favour of the resolutions in which he is permitted to vote.

or in his/her absence, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at Level 1, 530 Little Collins St, Melbourne, VIC 3000 on 29 November 2007 at 2.00 pm and at any adjournment of that meeting.

If two proxies are appointed, complete the following sentence:

This proxy is authorised to exercise ……………….. votes/ ……….. % of my/our total voting rights.

Proxy Instructions

To instruct your proxy how to vote, insert ‘X’ in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below:

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For Against Abstain
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Resolution	1:	RE-ELECTION OF DIRECTOR -
		MR EUGENE KOPP
Resolution	2:	ELECTION OF MR MARTIN ROGERS AS
		DIRECTOR
Resolution	3:	APPROVAL FOR GRANT OF OPTIONS TO
		MR EUGENE KOPP
Resolution	4:	CHANGE OF COMPANY AUDITOR
Resolution	5:	CHANGE OF CONSTITUTION

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For Against Abstain
Resolution 6: NON-BINDING RESOLUTION TO ADOPT
REMUNERATION REPORT
If a person: If a company:
EXECUTED by: ___
____ Name of company (print)
(Signature)
In accordance with the
Corporations Act
____
Name (print)
__ __
(Signature) (Signature)
Date: _// Date: _//
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This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at: (a) PO Box 535, Applecross , WA 6953

(b) Facsimile number (08) 9315 2233,

by 2.00pm (Melbourne, Victoria time), 27 November 2007, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.

You may access the Annual Report by visiting our website www.primabiomed.com.au or alternatively you may order a hard copy of the Annual Report by calling +61 3 9824 5254.

PRIMA BIOMED LIMITED ACN 009 237 889

EXPLANATORY STATEMENT TO THE NOTICE OF 2007 ANNUAL GENERAL MEETING

This Explanatory Statement accompanies Prima Biomed Limited’s Notice of 2007 Annual General Meeting to be held on 29 November 2007. This Explanatory Statement forms part of the Notice of 2007 Annual General Meeting. The Notice of 2007 Annual General Meeting should be read together with these Notes.

Resolution 1: Re-election of director – Mr. Eugene Kopp

At each Annual General Meeting of the Company, one third of the Directors of the Company (except a Managing Director) must retire from office by rotation, in accordance with the Company’s Constitution. No director (except a Managing Director) shall retain office for a period in excess of three years without submitting himself or herself for re-election. A director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Mr Kopp, aged 45, is Managing Director of private equity company, Bluscan Pty Ltd, which invests in private and listed companies focusing on emerging technologies and turn around opportunities.

He is the former Non-Executive Chairman of Sonnet Ltd, an ASX publicly listed IT systems integration company. Previously, he was a director of ANZ Investment Bank, heading up its Project Finance Advisory group in Australia and NZ. He has 21years experience in merchant banking and 7 years experience of direct relevance to the biotechnology sector. He was with investment bank Deutsche Morgan Grenfell for 5 years based in London and Moscow as associate director of corporate finance.

He has a Bachelor of Economics and Politics from Monash University, Melbourne, and an MBA from IMD in Lausanne, Switzerland. He is a graduate member of the Australian Institute of Directors.

Resolution 2: Election of Mr. Martin Rogers as a director

In accordance with the Company’s Constitution, the Board of Directors of the Company may appoint any person to be a director, either to fill a vacancy or as an additional director (provided that the total number of directors does not exceed the maximum allowed by law), and any director so appointed may hold office only until the next annual general meeting of shareholders when he or she shall be eligible for election.

On the 16[th] of October 2007, Mr. Martin Rogers, aged 28, was appointed by the Company’s Board of Directors to serve as a Director of the Company. Accordingly, the shareholders are being asked at the Meeting to approve the election of Mr. Rogers to serve as a Director.

Mr Rogers, has a strong science and corporate consultancy background with his focus being on the incubation of business ideas and the establishment of both internal ventures and external partnerships, including finance concept origination for the likes of Macquarie Bank. Mr Roger’s role with Prima Biomed will be to strengthen business development, its investor relations and to assist the Company with seeking corporate opportunities.

Mr Rogers holds a bachelor of Chemical Engineering and a bachelor of Computer Science from the University of NSW.

Mr Rogers is also a director of ASX listed mining company, Global Nickel Investments Limited.

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Resolution 3: Approval for proposed grant of options to Mr. Eugene Kopp

Subject to shareholders approval of Resolution 1, Mr. Eugene Kopp will be granted two million (2,000,000) options, each option to acquire one (1) ordinary share in the capital of the Company, as per his contract and will have an exercise price of twelve and one half cents ($0.125) each. The options to be issued to Mr. Kopp will be issued no more than one (1) month after the date of the Meeting and will expire on 31[st] December 2009.

According to ASX Listing Rule 10.11 an entity must not issue or agree to issue equity securities to a related party, without the approval of shareholders. As such the Company is seeking shareholder approval for resolution 3 which relates to the issue of securities to a Director of the Company. If approval is given under listing rule 10.11 then approval is not required under listing rule 7.1.

Resolution 4: Change of Company Auditor

Hall Chadwick, the current auditor of the Company has advised the Audit, Risk & Compliance Committee that it has established McLean Delmo Hall Chadwick Audit Assurance Pty Ltd, a company registered with ASIC as a Registered Audit Company, the sole purpose being to conduct audit and assurance services. This company and all of its activities are currently regulated by ASIC. ASIC advises that appointing McLean Delmo Hall Chadwick Audit Assurance Pty Ltd technically effects a change of auditor in accordance with the Corporations Act 2001 and accordingly we have received formal resignation from Hall Chadwick, effective as at the date of the AGM, with appointment of the new entity McLean Delmo Hall Chadwick Audit Assurance Pty Ltd, subject to the approval of ASIC firstly and then members of the Company at the AGM. The current lead and review partners and staff will continue in their roles with McLean Delmo Hall Chadwick Audit Assurance Pty Ltd. The Audit, Risk & Compliance Committee have made a recommendation, endorsed by the Board, that Hall Chadwick be replaced as external auditor of the Company by McLean Delmo Hall Chadwick Audit Assurance Pty Ltd. McLean Delmo Hall Chadwick Audit Assurance Pty Ltd has been nominated by a member of the Company to be external auditor.

Resolution 5: Change of Constitution

To assist in managing the affairs of the Company and to accommodate foreign Directors and Directors commitments to other entities other than the Company and outside Australia Prima Biomed Limited proposes to alter its constitution as follows:

Replace the words:

“14.10 Written Resolutions

A resolution in writing signed by all the Directors for the time being (or their respective alternate Directors), except those Directors (or their alternates), who expressly indicate their abstention in writing to the Company and those who would not be permitted, by virtue of section 232A of the Corporations Law to vote, shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. This resolution may consist of several documents in like form, each signed by one or more Directors. A telex, telegram, facsimile transmission or other document produced by mechanical means and bearing the signature of the Director, printed mechanically and with his authority, shall be deemed to be a document in writing signed by the Directors.”

With:

“14.10 Written Resolutions

A resolution in writing signed by:

(a) all Directors who are eligible to vote on the resolution; or

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(b) a resolution in writing signed by Directors who are eligible to vote on the resolution and constituting in number not less than a majority of all appointed Directors,

is taken to have been passed by the Directors without a meeting. The resolution is passed when signed by the last of all eligible Directors or the last of the Directors required to constitute the majority, as relevant."

The effect off Resolution 6, if passed, is that for a directors' resolution by written circular to be valid (without a meeting), only a majority of all appointed Directors will be required to sign the resolution, and not all Directors as is currently the case.

Resolution 6: Non-binding resolution to adopt Remuneration Report

Pursuant to the Corporations Act the Annual General Meeting of a listed company must propose a resolution that the Remuneration Report be adopted. The vote on this Resolution is advisory only and does not bind either the Directors or the Company.

The Remuneration Report is included in the Annual Report distributed to Shareholders and the Financial Statements to be laid before meeting. Shareholders will be given the opportunity to ask questions about or make comments on the Remuneration Report at the meeting.

You may access the Annual Report by visiting our website www.primabiomed.com.au or you may order a hard copy of the Annual Report by phoning +61 3 9824 5254.

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ANNEXURE A

PRIMA BIOMED LIMITED

ACN 009 237 889

TERMS AND CONDITIONS OF THE UNLISTED OPTIONS EXPIRING 31 DECEMBER 2009

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.

• (b) The Options expire at 4.00pm (Melbourne, Victoria Time) on 31 December 2009.

• (c) The Share allotted on exercise of an Option shall be issued at the exercise price of 12.5 cents per share.

• (d) The issue price of a Share the subject of an Option shall be payable in full on exercise of the Option by the Eligible Person (or, if applicable, his or her nominee).

• (e) The Options shall be capable of assignment.

• (f) The instrument of assignment shall be duly stamped and shall be lodged at the registered office of the Company together with such other information as the Company may reasonably require with respect to the assignment, and the Company shall enter the name of the assignee in a register of Options as the holder of the relevant Options.

• (g) The Company shall not be bound to recognise the assignment until a copy of the duly executed instrument of assignment is lodged with the Company.

• (h) The Company will apply for official quotation on ASX of the Options, subject to obtaining sufficient spread pursuant to ASX listing rules.

• (i) Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to the Company for the subscription price for the Shares.

• (j) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate

• (k) The Company shall allot the resultant Share and deliver notification of share holdings within five business days of the exercise of an Option.

• (l) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of the Company in all respects.

• (m) The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.

• (n) The Option holder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Options, in which case the Option holder will be notified by the Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.

• (o) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the rights of an option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.

• (p) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

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ANNEXURE B

PEBOR PTY LTD

A.C.N: 006 981 791

2B Vaucluse Street, Brighton, Victoria

Thursday 18[th] October 2007

The Directors Prima Biomed Limited Suite 1 1233 High Street Armadale VICTORIA 3143

Dear Sirs,

I write on behalf of Pebor Pty Ltd, as a Member of Prima Biomed Limited.

I nominate McLean Delmo Hall Chadwick Audit Assurance Pty Ltd, a Registered Audit Company with the Australian Securities & Investments Commission, to assume the role of Company Auditor for Prima Biomed Limited from Hall Chadwick, noting that there is no effective change of auditors as the lead and review partners and associated staff will continue their roles from Hall Chadwick to McLean Delmo Hall Chadwick Audit Assurance Pty Ltd.

Yours faithfully

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Eugene Kopp Director Pebor Pty Ltd

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Suite 1 1233 High Street ARMADALE VIC 3143 Telephone: 03 9824 8166 Facsimile: 03 9824 8161 Website: www.primabiomed.com.au

LEGISLATION CHANGE

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Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross, Western Australia 6153 Telephone +61 8 9315 2333 Facsimile +61 9 315 2233 Email: registrar@securitytransfer.com.au Website: www.securitytransfer.com.au

IMPORTANT NOTICE

The default option for receiving your annual report has changed from a printed version to be via our website. You have the choice of continuing to receive a printed annual report.

PLEASE MAKE YOUR SELECTION ON THE BACK OF THIS LETTER

Dear valued Shareholder

NOTIFICATION OF LEGISLATION CHANGE

The Australian Government recently introduced legislation changing the default option for receiving annual reports to be via a company’s website. You will now receive timely, cost effective and greener online annual reports unless you request a printed version.

WHAT ARE YOUR OPTIONS?

Option 1: ⌦	NO ACTION If you take no action, information on accessing your annual report online will be provided with your AGM notice and proxy forms by mail.
Option 2: �	ELECT TO RECEIVE AN EMAIL WHEN THE ANNUAL REPORT BECOMES AVAILABLE ONLINE
Option 3: �	ELECT TO RECEIVE A PRINTED VERSION OF THE ANNUAL REPORT BY MAIL

Please refer to the back of this letter to make your report selection and return to Security Transfer Registrars.

To update online all the details on the back of this letter you can visit Security Transfer Registrar’s website at: www.securitytransfer.com.au

The website provides you with a range of shareholder options:

� Check and review your transaction history � Update your shareholder information online

If you have any questions regarding this letter please contact our share registry, Security Transfer Registrars, on (08) 9315 2333.

Yours sincerely

PRIMA BIOMED LIMITED

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+

PRIMA BIOMED LIMITED

ABN 90 009 237 889 Company Website: www.primabiomed.com.au

All correspondence to: PO Box 535, Applecross Western Australia 6953

Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: registrar@securitytransfer.com.au Web: www.securitytransfer.com.au

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PRR 1

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«Print»

Please use BLOCK letters and a black pen

ANNUAL REPORT ELECTION FORM

Please note: You can update your details and choose your reporting options via our website at: www.securitytransfer.com.au

Option 1: NO ACTION

⌦

If you take no action, information on accessing your annual report online will be provided with your AGM notice and proxy forms by mail.

Option 2: ELECT TO RECEIVE AN EMAIL WHEN THE ANNUAL REPORT BECOMES AVAILABLE ONLINE � Visit www.securitytransfer.com.au and provide your shareholder details to login.

OR

Please enter your email address below if you would like to receive your annual report online.

Option 3: ELECT TO RECEIVE A PRINTED VERSION OF THE ANNUAL REPORT BY MAIL

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I would like to receive a printed version of the Annual Report by mail.

SHAREHOLDER DETAILS

The following is optional information which may be used in the event that we need to contact you about your security holding.

Contact Telephone Number Mobile Number

Should you need to change your address, please download a copy of the Change of Address form from our website:

Registry Use Only

www.securitytransfer.com.au

Note: CHESS holders can only amend their address by advising their sponsoring broker.

This information is to be collected by Security Transfer Registrars Pty Ltd ('Security Transfer') in its capacity as a share registry for issuers of securities. Your personal information may be provided on a confidential basis to our clients, companies listed on the Australian Stock Exchange, and other third party providers (including, but not limited to, mailing houses). This information is collected for the purpose of assisting Security Transfer in the proper administration and maintenance of the register of members. By providing this information, you consent to 'Security Transfer' disclosing this information to such organisations for the purposes outlined. Should you have any queries regarding our privacy policy, please contact our office.

E & O.E.

Form: 214