IMMUTEP LIMITED — AGM Information 2009

Oct 26, 2009

==> picture [193 x 52] intentionally omitted <==

27 October 2009

Dear Shareholder,

On behalf of the board of Prima Biomed Ltd (“Prima”) I have the pleasure in inviting you to our Annual General Meeting.

The past year will be remembered as one of unprecedented growth for the Company as we continue to progress towards commercialisation of the CVac™ ovarian cancer vaccine treatment.

The AGM will be held at: Date: Monday 30[th] November 2009 Time: 11.00am Location: Radisson Hotel, 27 O’Connel St Sydney NSW

A dial-in teleconference will be offered in conjunction with the planned AGM at the Radisson Hotel for shareholders and investors unable to attend.

Now is not the time to rest on our laurels. With the hard work and professionalism of the team of Prima we are on the cutting edge of the fight against cancer, appreciate your support and I look forward to your participation at the AGM.

Yours sincerely

==> picture [107 x 52] intentionally omitted <==

Martin Rogers Executive Director

Investor Presentation Dial- In Details

Date: Monday 30[th] November Time: 11.00am AEST Australia Toll Free Dial-In Number : 1800 153 721 Participant Code: 757357#

**Location **	**Number **	Location	**Number **
Australia	1800153721	Singapore	8001204395
Canada	1866 3070658	Switzerland	0800 000 601
Germany	0800 000 3882	UnitedArabEmirates	80 004 415236
HongKong	800 933733	UnitedKingdom	0800 376 8386
Japan	0034800400746	United States of America	1866 3070659
New Zealand	0800442 709	Others	61 282128333

Accessing the Audio Conference

Participants at the start time should dial a telephone access number (listed above). You will be greeted by an operator and ask for their confirmation code (listed above). You will be placed in listen-only mode with music until the moderator or speaker starts the conference. At any time you require operator assistance please dial *0.

Prima BioMed Ltd , Suite 1, 1233 High St, Armadale, VIC 3143 Ph: +61 (0) 3 9824 5254 Fax: +61 (0) 9822 7735 www.primabiomed.com.au ABN: 90 009 237 889

ACN 009 237 889

==> picture [253 x 66] intentionally omitted <==

NOTICE OF 2009 ANNUAL GENERAL MEETING

Including Explanatory Notes and Proxy Form

Date: Monday 30[th] November 2009 Time: 11.00am (AEST) (Registration Commencing at 10:45am) Location: Radisson Hotel, 27 O’Connel St Sydney NSW

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.

Page 1

Prima Biomed Limited

ACN 009 237 889

NOTICE OF 2009 ANNUAL GENERAL MEETING

Notice is hereby given that the 2009 Annual General Meeting of Prima Biomed Limited [ACN 009 237 889] (“the Company”) will be held at Radisson Hotel, 27 O’Connel St Sydney NSW 2000 on Monday 30[th] November 2009 at 11:00am (AEST), for the purposes of considering and, if thought fit, passing each of the resolutions referred to in this Notice of 2009 Annual General Meeting.

The Explanatory Notes and Proxy Form accompanying this Notice of 2009 Annual General Meeting are hereby incorporated in and comprise part of this Notice of 2009 Annual General Meeting.

BUSINESS

2009 Annual Financial Report

To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2009, comprising the Financial Report, the Directors’ Report, and the Audit Report. At the meeting, a representative of the Company’s auditors, MDHC Audit Assurance Pty Ltd, will be available to answer any questions of the members.

RESOLUTIONS – ORDINARY BUSINESS

To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolutions:

Resolution 1: Re-election of non-executive Director – Dr. Richard Hammel

“That, Dr. Richard Hammel, a non-executive Director of the Company, who retires 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 1 are set out in the Explanatory Notes accompanying this Notice of 2009 Annual General Meeting.

Resolution 2: Approval of the prior issue of shares and unlisted options in accordance with the terms of the Springtree Convertible Loan Agreement

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the prior issue of 40,995,125 fully paid ordinary shares in the Company and 20,199,025 new unlisted options to SpringTree Special Opportunities Fund, LP (“Springtree”) in accordance with the terms of the Convertible Loan Agreement.”

Further details in respect of Resolution 2 are set out in the Explanatory Notes accompanying this Notice of 2009 Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 2 by:

(a) SpringTree Special Opportunities Fund, LP; and

(b) any associate of SpringTree Special Opportunities Fund, LP.

However, the Company need not disregard a vote cast on Resolution 2 if it is cast by:

(a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

(b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Page 2

Resolution 3: Approval of Issue of Shares to Traction Consulting Pty Ltd

That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue to Traction Consulting Pty Ltd (and/or its nominee) 211,267 fully paid ordinary shares in the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.

Further Information

Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of 2009 Annual General Meeting.

Voting Exclusion Statement

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

(a) Traction Consulting Pty Ltd, its nominee (if applicable) and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, if the resolution is passed; and

• (b) any associate of Traction Consulting Pty Ltd, its nominee (if applicable) or those persons.

However, the Company need not disregard a vote cast on Resolution 3 if it is cast by:

(a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 4: Approval of the issues of Shares under the Share Purchase Plan

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 159,709,078 fully paid ordinary shares in the Company to eligible applicants pursuant to the Company’s Share Purchase Plan dated about 16 October 2009 on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Further details in respect of Resolution 4 are set out in the Explanatory Notes accompanying this Notice of 2009 Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by:

• (a) any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, if the resolution is passed; and

• (b) any associate of that person.

However, the Company need not disregard a vote cast on Resolution 4 if it is cast by:

(a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or

(b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 5: Issue of Shortfall under Share Purchase Plan

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue that number of Shares constituting the shortfall under the Share Purchase Plan up to a maximum of 159,709,078 fully paid ordinary shares in the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice.”

Page 3

Further details in respect of Resolution 5 are set out in the Explanatory Notes accompanying this Notice of 2009 Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by:

• (a) any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary shares, if the resolution is passed; and

• (b) any associate of that person.

However, the Company need not disregard a vote cast on Resolution 5 if it is cast by:

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

• (b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides.

Resolution 6: Non-binding resolution to adopt Remuneration Report

“That, Members hereby adopt the 2009 Remuneration Report as published in the Directors’ Report section of the Company’s 2009 Annual Financial Report.”

Further details in respect of Resolution 6 are set out in the Explanatory Notes accompanying this Notice of 2009 Annual General Meeting.

Dated: 27[th ] October 2009

By the order of the Board

==> picture [79 x 59] intentionally omitted <==

Phillip Hains Company Secretary

The accompanying Explanatory Notes and Proxy Form including Voting Instructions

form part of this Notice of 2009 Annual General Meeting.

Page 4

Prima Biomed Limited

ACN 009 237 889

EXPLANATORY NOTES TO NOTICE OF 2009 ANNUAL GENERAL MEETING

These Explanatory Notes accompany and form part of the Prima Biomed Limited Notice of 2009 Annual General Meeting to be held on Monday 30[th] November 2009 at 11:00am. The Notice of 2009 Annual General Meeting should be read together with these Notes.

ORDINARY BUSINESS

Resolution 1:

Re-election of non-executive Director – Dr. Richard Hammel

At each Annual General Meeting of the Company, an election of directors, other than the Managing Director, must be held, 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.

Dr. Hammel, aged 66, is the founding partner of ProPharma International Partners in San Francisco, USA. ProPharma is a pharmaceutical / biotechnology consulting firm providing a range of business, financial and product development services. He previously held senior management positions with Connetics Corporation (Vice President for Commercial Development), Matrix Pharmaceuticals Inc. (Vice President Business Development, Sales and Marketing) and held several positions at Glaxo Inc. (Director, Professional Affairs; Director, New Business Development; and Director, Marketing Services).

Dr. Hammel is widely recognised in the USA, Europe and Japan for his extensive 29 years expertise in commercialisation and licensing in emerging and developing biotechnology companies.

Resolution 2: Approval of the prior issue of shares and unlisted options in accordance with the terms of the Convertible Loan Facility

2.1 General

The Company secured up to A$25.5 million in funding via a convertible loan facility from New Yorkbased investment fund SpringTree Special Opportunities Fund, LP (“SpringTree”) to provide funds for the commercialisation of the CVac™ ovarian cancer vaccine treatment.

The proceeds of the convertible loan facility will be used to help fund the Company’s Phase IIb Trial for CVac™ with the US Food and Drug Administration (FDA), as well as other future trials and approvals.

The new funding is another major step towards commercializing the CVac™ ovarian cancer treatment product into the multi-billion dollar global oncology pharmaceutical market. The funding addresses the finance risk from the product commercialisation process, and allows Prima to commit to the key final stages of CVac™’s development timeline with confidence.

SpringTree is a New York-based investment fund that makes debt and equity investments in small-cap and mid-cap public companies around the world.

The facility will be made available to the Company as follows:

• On entering the agreement on 21 July 2009 the Company issued to SpringTree 15,000,000 Collateral Shares and granted 15,000,000 Commitment Options exercisable at $0.0629 on or before 20 July 2014. The Collateral Shares were issued as security for all loan amounts to be made to the Company and in consideration of SpringTree entering into the agreement and agreeing to make the loan to the Company. On termination of the agreement SpringTree, subject to any necessary shareholder approvals, in its discretion, can request the Company cancel the Collateral Shares for nil consideration (as discharge of the security represented by the Collateral Shares) or purchase the Collateral Shares for an amount equal to 90% of the volume weighted average price per share for the 5 days immediately prior to termination of the agreement.

Page 5

• The first tranche of $500,000 was advanced on 21 July 2009 and on 10 August 2009, the Company issued to SpringTree 7,739,938 Tranche Repayment Shares and 1,547,988 Tranche Options exercisable at $0.1053 on or before 10 August 2014.

• The second tranche of $500,000 was advanced on 12 August 2009 and on 9 September 2009, the Company issued to SpringTree 8,833,922 Tranche Repayment Shares and 1,766,784 Tranche Options exercisable at $0.1325 on or before 9 September 2014.

• The third tranche of $700,000 was advanced on 15th September 2009 and on 9[th] October 2009, the Company issued to SpringTree 9,421,265 Tranche Repayment Shares and 1,884,253 Tranche Options exercisable at $0.2231 on or before 10 October 2014.

2.2 ASX Listing Rule 7.4

ASX Listing Rule 7.4 provides that an issue of equity securities without approval of shareholders under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if:

• (a) the issue of securities did not breach Listing Rule 7.1; and

• (b) holders of ordinary securities subsequently approve the issue.

A summary of Listing Rule 7.1 is provided in paragraph 3.2 below.

The effect of Resolution 2 is that the Company will be able to refresh its 15% issuing capacity under ASX Listing Rule 7.1 with effect from the date of the 2009 Annual General Meeting, subject to the resolutions regarding the issue of shares being approved.

2.3 Technical Information required by ASX Listing Rule 7.5

In compliance with ASX Listing Rule 7.5, the following information is provided

• (a) ASX Listing Rule 7.5.1: Maximum number of securities to be issued pursuant to Resolution 3.

• 40,995,125 fully paid ordinary shares and 20,199,025 unlisted options in the Company.

• (b) ASX Listing Rule 7.5.2: Issue price of securities

• (i) 15,000,000 shares were issued at a price of $Nil per share;

• (ii) 7,739,938 shares were issued at a price of $0.0646 per share;

• (iii) 8,833,922 shares were issued at a price of $0.0566 per share;

• (iv) 9,421,265 shares were issued at a price of $0.0743 per share;

• (v) 15,000,000 options exercisable at a price of $0.0629 were issued at a price of $Nil per option;

• (vi) 1,547,988 options exercisable at a price of $0.1053 were issued at a price of $Nil per option;

• (vii) 1,766,784 options exercisable at a price of $0.1325 were issued at a price of $Nil per option; and

• (viii) 1,884,253 options exercisable at a price of $0.2231 were issued at a price of $Nil per option.

• (c) ASX Listing Rule 7.5.3: Terms of securities

• The shares rank equally with all other shares of the Company on issue.

The options have the following terms:

• (i) 15,000,000 options exercisable at a price of $0.0629 on or before 20 July 2014;

Page 6

• (ii) 1,547,988 options exercisable at a price of $0.1053 on or before 10 August 2014;

• (iii) 1,766,784 options exercisable at a price of $0.1325 on or before 9 September 2014; and

• (iv) 1,884,253 options exercisable at a price of $0.2231 on or before 10 October 2014.

Each option entitles the holder to subscribe for one fully paid ordinary share in the Company. The rights of an option holder will be changed to the extent necessary to comply with ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation. The option holder cannot participate in new issues without exercising the option. If there is a bonus issue to the holders of shares, the number of shares over which the option is exercisable may be increased by the number of shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

• (d) ASX Listing Rule 7.5.4: Name of allottees

SpringTree Special Opportunities Fund, LP.

• (e) ASX Listing Rule 7.5.5: Intended use of the funds raised

The funds raised from the issue of the securities will be used to help fund the Company’s Phase IIb Trial for CVac™ with the US Food and Drug Administration (FDA), as well as other future trials and approvals.

• (g) ASX Listing Rule 7.5.6: Voting exclusion statement

A voting exclusion statement is included in the Notice accompanying this Explanatory Statement.

2.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution to approve the issue of securities to SpringTree.

Resolution 3: Approval of Issue of Shares to Traction Consulting Pty Ltd

3.1 General

The Company proposes to issue Traction Consulting Pty Ltd (and/or its nominee) 211,267 fully paid ordinary shares in the Company on the terms and conditions set out in paragraph 3.3 below. The shares proposed to be issued pursuant to a consultancy agreement between the Company and Traction Consulting Pty Ltd dated 1 July 2009 and are in consideration of public relations and investor relations services to be provided to the Company by Traction Consulting Pty Ltd for the period 1[st] July 2009 to 30[th] June 2010 to the value of $15,000.

3.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that without the approval of shareholders, the Company must not issue or agree to issue more equity securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued shares at the commencement of that 12 month period (subject to certain exceptions that are not relevant to the Company’s present circumstances).

3.3 Technical Information required by ASX Listing Rule 7.3

In compliance with ASX Listing Rule 7.3, the following information is provided

• (a) ASX Listing Rule 7.3.1: Maximum number of securities to be issued pursuant to Resolution 3.

211,267 fully paid ordinary shares in the Company.

• (b) ASX Listing Rule 7.3.2 and 7.3.7: Date by which securities will be issued and allotted

Page 7

If shareholder approval is obtained, the issue and allotment of the shares to Traction Consulting Pty Ltd and/or its nominee will occur on a date which is not later than three months after the date of the Annual General Meeting or such later time as deemed appropriate by an ASX waiver.

• (c) ASX Listing Rule 7.3.3: Issue price of securities

The shares will be issued at an issue price of $0.071 per share.

• (d) ASX Listing Rule 7.3.4: Name of allottees

Traction Consulting Pty Ltd and/or its nominee.

• (e) ASX Listing Rule 7.3.5: Terms of securities

The Company will apply to ASX to have the shares issued to Traction Consulting Pty Ltd and/ or its nominee quoted and these shares will rank equally with all other shares of the Company on issue. Once the shares are issued to Traction Consulting Pty Ltd and/or his nominee, the rights and entitlements of Traction Consulting Pty Ltd and/or its nominee as shareholder of the Company will be identical to the rights and entitlements of the holders of issued shares in the Company.

• (f) ASX Listing Rule 7.3.6: Intended use of the funds raised

No funds will be raised from the issue of shares to Traction Consulting Pty Ltd as the shares were issued pursuant to a consultancy agreement between the Company and Traction Consulting Pty Ltd dated 1[st] July 2009 and are in consideration of public relations and investor relations services to be provided to the Company by Traction Consulting Pty Ltd for the period 1[st] July 2009 to 30[th] June 2010 to the value of $15,000.

• (g) ASX Listing Rule 7.3.8: Voting exclusion statement

A voting exclusion statement is included in the Notice accompanying this Explanatory Statement.

3.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 3 to approve the issue of shares to Traction Consulting Pty Ltd and/or its nominee.

Resolution 4: Approval of issues of Shares under Share Purchase Plan

• 4.1 General

On 16 October 2009 the Company announced its intention to provide eligible shareholders the opportunity to subscribe for new shares in the Company through a Share Purchase Plan (SPP).

Directors of the Company and their associates are not able to participate in the SPP.

A maximum of 159,709,078 fully paid ordinary shares will be issued under the SPP. The actual number of shares issued will depend on the number of eligible applicants under the SPP. See paragraph 4.3 below for further details.

The Company successfully raised $198,000 and $165,000 under another two Share Purchase Plans (Previous SPPs), which closed on 22 December 2008 and 24 June 2009 respectively. Shareholders who were issued shares under the Previous SPPs will be restricted from applying for further shares under the SPP to the extent that to do so would result in the aggregate amount invested by that shareholder under the Previous SPPs and SPP exceeding $15,000.

4.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that without the approval of shareholders, the Company must not issue or agree to issue more equity securities if such issue, when aggregated with the securities issued by the Company during the previous 12 months, would be an amount that would exceed 15% of the issued

Page 8

shares at the commencement of that 12 month period (subject to certain exceptions that are not relevant to the Company’s present circumstances).

Exception 15 in ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 does not apply in respect of the issue of shares under a Share Purchase Plan, but the Exception is only available once in any 12 month period. This is the third Share Purchase Plan offered by the Company during the previous 12 months and accordingly, Exception 15 in ASX Listing Rule 7.2 is not available to the Company.

4.3 Technical Information required by ASX Listing Rule 7.3

In compliance with ASX Listing Rule 7.3, the following information is provided:

• (a) ASX Listing Rule 7.3.1: Maximum number of securities to be issued pursuant to Resolution 4.

Up to 159,709,078 fully paid ordinary shares in the Company. The actual number of shares issued will depend on the issue price for each share (calculated in accordance with paragraph 4.3(c) below) and the number of eligible applicants under the SPP.

• (b) ASX Listing Rule 7.3.2 and 7.3.7: Date by which securities will be issued and allotted

If shareholder approval is obtained, the issue and allotment of the shares to eligible applicants under the Share Purchase Plan will occur pursuant to accepted application forms under the SPP, but in any event on a date which is not later than three months after the date of the Annual General Meeting or such later time as deemed appropriate by an ASX waiver.

• (c) ASX Listing Rule 7.3.3: Issue price of securities

The issue price for each share to be issued under the SPP is the lesser of:

• (i) $0.15; and

• (ii) a 10% discount to the volume weighted average price of ordinary shares in Prima traded on ASX during the 5 trading days up to, and including, 25 November (being the date on which the SPP is scheduled to close), rounded down to the nearest $0.01.

• (d) ASX Listing Rule 7.3.4: Name of allottees

The allotees will be the eligible applicants under the Share Purchase Plan.

• (e) ASX Listing Rule 7.3.5: Terms of securities

The Company will apply to ASX to have the shares issued to eligible applicants under the Share Purchase Plan quoted and these shares will rank equally with all other shares of the Company on issue. Once the shares are issued to eligible applicants under the Share Purchase Plan, the rights and entitlements of the eligible applicants under the Share Purchase Plan as shareholder of the Company will be identical to the rights and entitlements of the holders of issued shares in the Company.

• (f) ASX Listing Rule 7.3.6: Intended use of the funds raised

The funds raised from the proposed issue of shares to eligible applicants under the Share Purchase Plan are expected to be applied towards Prima’s upcoming Phase IIb/III Pivotal clinical trials in the USA of its CVac[TM] therapy treatment for ovarian cancer and for general working capital.

• (g) ASX Listing Rule 7.3.8: Voting exclusion statement

A voting exclusion statement is included in the Notice accompanying this Explanatory Statement.

4.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 4 to approve the issue of shares to eligible applicants under the Share Purchase Plan.

Page 9

Resolution 5: Issue of Shortfall under Share Purchase Plan

5.1 General

In the event that less than the maximum number of Shares that are available for subscription pursuant to the SPP are applied for, the Company may seek to place the shortfall not taken up under the SPP.

None of the subscribers pursuant to this issue will be related parties of the Company.

The effect of Resolution 5 will be to allow the Directors to issue the shortfall Shares during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX).

5.2 ASX Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in paragraph 4.2 above.

5.3 Technical Information required by ASX Listing Rule 7.3

In compliance with ASX Listing Rule 7.3, the following information is provided:

• (a) ASX Listing Rule 7.3.1: Maximum number of securities to be issued pursuant to Resolution 5.

159,709,078 fully paid ordinary shares in the Company (being the maximum conceivable shortfall under the SPP). The actual number of shortfall shares will depend on the number shares subscribed for under the SPP.

• (b) ASX Listing Rule 7.3.2 and 7.3.7: Date by which securities will be issued and allotted.

If shareholder approval is obtained, the issue and allotment of the shortfall Shares will occur on a date which is not later than three months after the date of the Annual General Meeting or such later time as deemed appropriate by an ASX waiver.

(c) ASX Listing Rule 7.3.3: Issue price of securities

The shares will be issued at an issue price equal to the price of shares offered under the SPP, being the lesser of:

• (i) $0.15; and

• (ii) a 10% discount to the volume weighted average price of ordinary shares in Prima traded on ASX during the 5 trading days up to, and including, 25 November (being the date on which the SPP is scheduled to close), rounded down to the nearest $0.01.

• (d)

ASX Listing Rule 7.3.4: Name of allottees

The Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company.

• (e)

ASX Listing Rule 7.3.5: Terms of securities

The Company will apply to ASX to have the shares quoted and these shares will rank equally with all other shares of the Company on issue. The rights and entitlements of the holders of Shares as shareholder of the Company will be identical to the rights and entitlements of the holders of issued shares in the Company.

• (f)

ASX Listing Rule 7.3.6: Intended use of the funds raised

The funds raised from the proposed issue of shares to eligible applicants under the Share Purchase Plan are expected to be applied towards Prima’s upcoming Phase IIb/III Pivotal clinical trials in the USA of its CVac[TM] therapy treatment for ovarian cancer and for general working capital.

• (g)

ASX Listing Rule 7.3.8: Voting exclusion statement

Page 10

A voting exclusion statement is included in the Notice accompanying this Explanatory Statement.

5.4

Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 5 to approve the issue of shortfall shares under the Share Purchase Plan.

Resolution 6: Non-binding resolution to adopt Remuneration Report

Pursuant to the Corporations Act 2001 at the Annual General Meeting of a listed company, the 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 purpose of Resolution 6 is to lay before the Shareholders the Company’s Remuneration Report so that Shareholders may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act 2001 and vote on a non-binding resolution to adopt the Remuneration Report for the year ended 30 June 2009.

The Remuneration Report is contained within the 2009 Annual Report. You may access the Annual Report by visiting the Company’s website www.primabiomed.com.au.

Page 11

PROXY FORM – PRIMA BIOMED LIMITED

ACN 009 237 889

I/We _______ of ________ being a member(s) of Prima Biomed Limited and entitled to ___ shares appoint: Name of Proxy: _______ Address of Proxy:___________

or in his/her absence, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Meeting of the Company to be held at Radisson Hotel, 27 O’Connel St Sydney NSW 2000 on Monday 30[th] November 2009 at 11:00am and at any adjournment of that meeting.

If you do not wish to direct your proxy how to vote, please place a mark in the box above.

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 the Chairman how to vote on the Chairman will not cast your votes on a resolution if he has an interest in the outcome of that 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 on which he is permitted to vote.

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.

Resolution 1 Re-election of non-executive Director – Dr. Richard Hammel Resolution 2 Approval of the prior issue of shares and options to SpringTree Special Opportunities Fund, LP Resolution 3 Approval of the issue of shares to Traction Consulting Pty Ltd Resolution 4 Approval of issues of shares under Share Purchase Plan Resolution 5 Issues of Shortfall under Share Purchase Plan Resolution 6 Non-binding resolution to adopt Remuneration Report	Resolution 1 Re-election of non-executive Director – Dr. Richard Hammel Resolution 2 Approval of the prior issue of shares and options to SpringTree Special Opportunities Fund, LP Resolution 3 Approval of the issue of shares to Traction Consulting Pty Ltd Resolution 4 Approval of issues of shares under Share Purchase Plan Resolution 5 Issues of Shortfall under Share Purchase Plan Resolution 6 Non-binding resolution to adopt Remuneration Report	For	Against	Abstains
If a person (Signature):____ Name (print):______ Date: _//__ Daytime Contact Number:_____ Email Address:_____	If a company: EXECUTED by: ___ Name of company (print) in accordance with the Corporations Act __ __ (Signature) (Signature) Date:_//__

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at:

• (a) Prima BioMed Ltd, c/- The CFO Solution, PO Box 8694, Armadale VIC 3143; or

• (b) by facsimile on +61 (0) 3 9822 7735, by 11:00am (AEST) on Saturday 28[th] November 2009, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.

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

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

A proxy form is attached to this Notice.

Corporate Representatives

• (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 Company's registered office on +61 (0) 3 9822 7735, not less than 48 hours before the time for holding the Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

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 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 5:00 pm on Friday 27[th] November 2009 (AEST) 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.

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.