ACN 009 237 889

==> picture [312 x 81] intentionally omitted <==

NOTICE OF 2010 ANNUAL GENERAL MEETING

Including Explanatory Notes and Proxy Form

To be held on: Friday, 26[th] November 2010

11am (AEST) (registration commencing at 10.30am)

At:

Union Club, 25 Bent St, Sydney, NSW, 2000, Australia

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 of 42

Prima Biomed Limited

ACN 009 237 889

NOTICE OF 2010 ANNUAL GENERAL MEETING

Notice is hereby given that the 2010 Annual General Meeting of Prima Biomed Limited ACN 009 237 889 (“ the Company ”) will be held at Union Club, 25 Bent St, Sydney, NSW, 2000, Australia on Friday 26[th] November 2010 at 11am (AEST), for the purposes of transacting the following business.

The Explanatory Notes and Proxy Form accompanying this Notice of 2010 Annual General Meeting are hereby incorporated in and comprise part of this Notice of 2010 Annual General Meeting.

BUSINESS

2010 Annual Financial Report

To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2010, comprising the Financial Report, the Directors’ Report, and the Audit Report.

NON-BINDING RESOLUTION

To consider, and if thought fit, to pass, with or without amendment, the following non-binding resolution :

Resolution 1: Non-binding resolution to adopt Remuneration Report

“That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) (“ Corporations Act ”) and for all other purposes, the 2010 Remuneration Report as published in the Directors’ Report of the Annual Financial Report of the Company for the year ended 30 June 2010 be adopted.”

Further details in respect of Resolution 1 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

ORDINARY RESOLUTIONS

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

Resolution 2: Election of Director – Martin Rogers

“That, Martin Rogers, being a Director appointed during the year to fill a casual vacancy on the Board, be elected as a Director of the Company.”

Further details in respect of Resolution 2 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Resolution 3: Election of Director – Albert Yue-Ling Wong

“That, Albert Yue-Ling Wong, being a Director appointed during the year to fill a casual vacancy on the Board, be elected as a Director of the Company.”

Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Resolution 4: Election of Director – Dr Neil Frazer

“That, Dr Neil Frazer, being a Director appointed during the year to fill a casual vacancy on the Board, be elected as a Director of the Company.”

Further details in respect of Resolution 4 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Page 2 of 42

Resolution 5: Election of Director – Lucy Turnbull

“That, Lucy Turnbull, being a Director appointed during the year to fill a casual vacancy on the Board, be elected as a Director of the Company.”

Further details in respect of Resolution 5 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Resolution 6: Re-election of Director – Dr. Richard Hammel

“That, Dr. Richard Hammel, a 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 6 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Resolution 7: Approval of the prior issue of shares and unlisted options to SpringTree Special Opportunities Fund, LP

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the prior issue of 25,791,130 fully paid ordinary shares in the Company and 5,158,226 unlisted options to subscribe for fully paid ordinary shares in the Company to SpringTree Special Opportunities Fund, LP in repayment of amounts advanced under the Convertible Loan Agreement between the Company and SpringTree Special Opportunities Fund, LP dated 20 July 2009 on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 7 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 7 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 7 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 8: Approval of the issue of shares and unlisted options to SpringTree Special Opportunities Fund, LP

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of fully paid ordinary shares in the Company and unlisted options to subscribe for fully paid ordinary shares in the Company to SpringTree Special Opportunities Fund, LP in repayment of amounts advanced under the Convertible Loan Agreement between the Company and SpringTree Special Opportunities Fund, LP dated 20 July 2009 on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 8 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 8 by:

(a) SpringTree Special Opportunities Fund, LP, and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and
(b) any associate of that person.

Page 3 of 42

However, the Company need not disregard a vote cast on Resolution 8 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 9: Approval of the prior issue of unlisted options to Lost Ark Nominees Pty Ltd

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the prior issue of 2,000,000 unlisted options to subscribe for fully paid ordinary shares in the Company to Lost Ark Nominees Pty Ltd on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 9 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 9 by:

(a) Lost Ark Nominees Pty Ltd; and
(b) any associate of Lost Ark Nominees Pty Ltd.

However, the Company need not disregard a vote cast on Resolution 9 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 10: Approval of the prior issue of shares to David Young

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the prior issue of 191,786 fully paid ordinary shares in the Company to David Young on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 10 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 10 by:

(a) David Young; and
(b) any associate of David Young.

However, the Company need not disregard a vote cast on Resolution 10 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 4 of 42

Resolution 11: Non-Executive Directors Remuneration

“That, for the purposes of ASX Listing Rule 10.17 and for all other purposes, the maximum aggregate amount of director’s fees that may be paid to Non-Executive Directors of the Company be increased by an amount of $200,000 per annum to $500,000 to be divided among them in such proportions and manner as determined by the board of the Company from time to time.”

Further details in respect of Resolution 11 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 11 by:

(a) a director of the Company; and

(b) any associate of that person (or those persons).

However, the Company need not disregard a vote cast on Resolution 11 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 12: Approval of the issue of options to professional investor(s)

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of unlisted options to subscribe for fully paid ordinary shares in the Company to professional investor(s) on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 12 are set out in the Explanatory Notes accompanying this Notice of Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 12 by:

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

(b) any associate of that person (or those persons).

However, the Company need not disregard a vote cast on Resolution 12 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 5 of 42

Resolution 13: Issue of Options to Martin Rogers

That, in accordance with Listing Rule 10.11 and section 208 of the Corporations Act 2001 (Cth) ( Corporations Act ) and for all other purposes, approval is given for the Company to issue 10,000,000 options to subscribe for fully paid ordinary shares in the Company to Martin Rogers and/or his nominee on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 13 by:

(a) a director of the Company; and

(b) any associate of that person.

However, the Company need not disregard a vote cast on Resolution 13 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 14: Issue of Shares and Options to Albert Yue-Ling Wong

That, in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 1,250,000 fully paid ordinary shares in the Company and 7,500,000 options to subscribe for fully paid ordinary shares in the Company to Albert Yue-Ling Wong and/or his nominee on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 14 by:

(a) a director of the Company; and

(b) any associate of that person.

However, the Company need not disregard a vote cast on Resolution 14 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 15: Issue of Options to Dr Neil Frazer

That, in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 2,000,000, options to subscribe for fully paid ordinary shares in the Company to Dr Neil Frazer and/or his nominee on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 15 by:

(a) a director of the Company; and
(b) any associate of that person.

Page 6 of 42

However, the Company need not disregard a vote cast on Resolution 15 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 16: Issue of Options to Lucy Turnbull

That, in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 10,000,000 options to subscribe for fully paid ordinary shares in the Company to Lucy Turnbull and/or her nominee on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 16 by:

(a) a director of the Company; and

(b) any associate of that person.

However, the Company need not disregard a vote cast on Resolution 16 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 17: Issue of Options to Dr Richard Hammel

That, in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to issue 5,000,000 options to subscribe for fully paid ordinary shares in the Company to Dr Richard Hammel and/or his nominee on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 17 by:

(a) a director of the Company; and
(b) any associate of that person.

However, the Company need not disregard a vote cast on Resolution 17 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 7 of 42

SPECIAL RESOLUTIONS

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

Resolution 18: Amendment of Constitution

“That, the Company’s Constitution be amended as follows:

(a) clause 28.9(b) of the Constitution be deleted and replaced with the following:

Any resolution passed in accordance with the provisions of clause 28.9(a) may consist of identical copies of the document recording the resolution and accompanying information, each signed by one or more Directors. An electronic transmission purporting to be signed by a Director will, for the purposes of this clause, be deemed to be in writing signed by that Director.

(b) clause 32.2 of the Constitution be deleted and replaced with the following:

No dividend is payable except in accordance with the Corporations Act as amended from time to time and no Dividend carries interest as against the Company.”

(c) A new clause 3.4 be inserted as follows:
3.4 Preference Shares
(a) If the Company at any time proposes to issue any Preference Shares with the terms set out in this clause 2, each Preference Share confers on the holder:
- (i) the same rights as holders of Ordinary Shares in relation to receiving notices, reports and audited accounts, and attending meetings of members;
- (ii) the right to vote only:
  - (A) during a period during which a dividend (or part of a dividend) in respect of the share is in arrears;
  - (B) on a proposal to reduce the share capital of the Company;
  - (C) on a resolution to approve the terms of a buy-back agreement;
  - (D) on a proposal that affects rights attached to the Preference Share;
  - (E) on a proposal to wind up the Company;
  - (F) on a proposal for the disposal of the whole of the property, business and undertaking of the Company; and
  - (G) during the winding up of the Company;
- (iii) the right in priority to any payment of a Dividend to any other class of shares, to a cumulative preferential Dividend at the rate or of the amount (which may be fixed or variable) and on the conditions (including conditions which may be changed or reset at certain times or upon certain events) that the Board resolves under the terms of issue unless, and to the extent that, the Board resolves under the terms of issue that there is no right to receive a Dividend;
- (iv) the right in winding up or on a reduction of capital, and on redemption in the case of a redeemable Preference Share, to payment in cash of any arrears of Dividend in respect of that Preference Share in priority to any other class of share;

Page 8 of 42

(v) the right in a winding up or on a reduction of capital, and on redemption in the case of a redeemable Preference Share, to payment of any amount (which may include the amount paid or agreed to be considered as paid on the Preference Share) that the Board resolves at the time of issue, and payment of such amount will rank in priority to any other class of share.
(vi) the right to a bonus issue or capitalisation of profits in favour of the holders of Preference Shares, if and only to the extent the Board resolves under the terms of issue;

(vii) no right to participate beyond the extent elsewhere specified in this clause 3.4 in surplus assets or profits of the Company, whether in winding up or otherwise.

In the case of a redeemable Preference Share, the Company must if required by the terms of issue for that Preference Share but subject to the Corporations Act, at the time and place for redemption specified in, or determined in accordance with, the terms of issue, redeem that Preference Share and, subject to the giving or receiving of a valid redemption notice or other document (if any) required by the terms of issue, pay to or at the direction of the registered holder the amount payable on redemption of that Preference Share.

Further details in respect of Resolution 18 are set out in the Explanatory Notes accompanying this Notice of 2010 Annual General Meeting

Dated: 26 October 2010

By the order of the Board

==> picture [80 x 58] intentionally omitted <==

Phillip Hains Company Secretary

The accompanying Explanatory Notes and Proxy Form including Voting Instructions form part of this Notice of 2010 Annual General Meeting.

Page 9 of 42

Prima Biomed Limited

ACN 009 237 889

EXPLANATORY NOTES TO NOTICE OF 2010 ANNUAL GENERAL MEETING

These Explanatory Notes accompany and form part of the Prima Biomed Limited Notice of 2010 Annual General Meeting to be held on Friday 26[th] November 2010 at 11am. The Notice of 2010 Annual General Meeting should be read together with these Notes.

BUSINESS

2010 Annual Financial Report

To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2010, 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.

NON-BINDING RESOLUTION

Resolution 1: Non-binding resolution to adopt Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, at the 2010 Annual General Meeting, 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 1 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 and vote on a non-binding resolution to adopt the Remuneration Report for the year ended 30 June 2010.

The Remuneration Report is contained within the 2010 Annual Report. You may access the Annual Report by visiting the Company’s website www.primabiomed.com.au or you may order a hard copy of the Annual Report by phoning +61 (0) 3 9824 5254.

ORDINARY RESOLUTIONS

Resolution 2: Election of Director – Martin Rogers

In accordance with clause 24.4 of 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 when he or she shall be eligible for election.

Mr Rogers was appointed as a Director by the board after the last Annual General Meeting and offers himself for election as a Director.

Mr Rogers is the Managing Director and Chief Executive Officer of Prima Biomed. He has a strong science background, which includes degrees in science and chemical engineering and is currently a member of the management committee of the National Breast Cancer Foundation. Mr Rogers also has strong expertise in the corporate sector, with a focus on the incubation and development of new business ideas. He has previously been involved in the origination of a number of new business concepts and the establishment of internal ventures and external partnerships, including finance concept origination in the corporate banking sector for institutions such as Macquarie Bank.

The board recommends the election of Mr Rogers.

Page 10 of 42

Resolution 3: Election of Director – Albert Yue-Ling Wong

Mr Wong was appointed as a Director by the board after the last Annual General Meeting and offers himself for election as a Director.

Mr Wong is a corporate adviser and investment banker with more than 28 years in the finance industry and brings his experience and expertise to the Company’s Board. Formerly a stockbroker for 21 years, Mr Wong was admitted as a Member of the Australian Stock Exchange in 1988 and was the principal of Intersuisse Limited until 1995 when he established and listed on ASX the Barton Capital group of companies including eStar Online. Mr Wong was also a founding Director of both Pluton Resources Limited and Gujarat NRE Resources NL.

He is also involved in a number of philanthropic activities, these include current Directorships on UNSW Foundation Limited, Ian Thorpe’s Fountain for Youth Foundation, Honorary Life Governor of the Science Foundation for Physics at the University of Sydney. Mr Wong remains a Fellow of the Financial Services Institute of Australasia, he is a Practitioner Member (Master Stockbroking) of the Stockbrokers Association of Australia and a Fellow of the Australian Institute of Company Directors.

The board recommends the election of Mr Wong.

Resolution 4: Election of Director – Dr Neil Frazer

Dr Frazer was appointed as a Director by the board after the last Annual General Meeting and offers himself for election as a Director.

Dr Frazer has more than 23 years experience in the pharmaceutical industry, including 10 years experience in oncology drug development, and has a strong depth of expertise in managing the clinical development process of new drug applications. He has been involved in the successful applications for 10 new chemical entities in multiple therapeutic areas, plus more than 20 applications for line extensions of pharmaceutical drug applications.

Dr Frazer has a Bachelor of Medicine and Bachelor of Surgery (MB ChB) from the University of Edinburgh Medical School, and has a Fellowship from the Royal College of Anaesthetists in London (FRCA) and a Fellowship in Pharmaceutical Medicine from the Royal College of Physicians.

The board recommends the election of Dr Frazer.

Resolution 5: Election of Director – Lucy Turnbull

Ms Turnbull was appointed as a Director by the board after the last Annual General Meeting and offers herself for election as a Director.

Ms Turnbull has strong links to the healthcare sector, having previously been the Chairman of the New South Wales Government’s Ministerial Advisory Committee on Biotechnology (2001-2), a Director of the Sydney Cancer Foundation (2002-6) and Director and Chair of the Sydney Children's Hospital Foundation (1993-2000). She is currently on the Board of the Cancer Institute NSW.

Ms Turnbull also has a strong depth of experience in commercial legal practice and investment banking.

During her career Ms Turnbull has held a number of high profile positions, which have included Lord Mayor of the City of Sydney from 2003 to 2004 and, prior to that, Deputy Lord Mayor of Sydney from 1999 to 2003.

Page 11 of 42

Ms Turnbull is currently on the Board of ASX-listed Internet-based technology company Melbourne IT Ltd, and is also a Board member of urban renewal organisation, the Waterloo Redfern Authority and the Sydney Metropolitan Development Authority.

Ms Turnbull is active in the not for profit sector and currently holds a number of positions including as Deputy Chairman of the Committee for Sydney, board membership of the US Studies Centre at Sydney University and the Centre for Independent Studies. She is also a board member of the Biennale of Sydney and the Redfern Foundation.

The board recommends the election of Ms Turnbull.

Resolution 6: Re-election of 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, and in the event that no Director has held office for three years, the longest serving Director must submit 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 retires by rotation and offers himself for re-election as a Director.

Dr. Hammel 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.

The board recommends the re-election of Dr Hammel.

Resolution 7: Approval of the prior issue of shares and unlisted options to SpringTree Special Opportunities Fund, LP

7.1 General

As previously announced, on 20 July 2009 the Company secured up to A$25.5 million in funding via a convertible loan facility (“ Facility ”) from New York-based 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 are being 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 material terms of the Facility were set out in the Explanatory Notes accompanying the Company’s Notice of 2009 Annual General Meeting dated 27 October 2009. At that AGM, shareholders approved for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 40,955,125 fully paid ordinary shares in the Company (“ Shares” ) and 20,199,025 new unlisted options to subscribe for fully paid ordinary shares in the Company (“ Options” ) to SpringTree. At the Extraordinary General Meeting of the Company held on 30 April 2010, shareholders approved:

(a) for the purposes of ASX Listing Rule 7.4 and for all other purposes, the prior issue of 31,002,766 Shares and 7,023,395 Options to Springtree; and

(b) for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue of 16,379,164 Shares and 3,275,832 Options to Springtree in repayment of amounts advanced by SpringTree to the Company on 18 March 2010, 15 April 2010, 15 May 2010 and 15 June 2010.

In accordance with the terms of the Facility, the following funds have been advanced to the Company by SpringTree, and the following Shares and Options issued to SpringTree, since 1 July 2010:

Page 12 of 42

(a) $700,000 was advanced by SpringTree to the Company on 24 June 2010 and on 21 July 2010 the Company issued to SpringTree in repayment of that amount 8,610,086 Shares ( “July Shares” ) and 1,722,017 Options, exercisable at $0.1605 on or before 21 July 2015 ( “July Options” );
(b) $700,000 was advanced by SpringTree to the Company on 23 July 2010 and on 20 August 2010 the Company issued to SpringTree in repayment of that amount 8,474,576 Shares (“ August Shares ”) and 1,694,915 Options, exercisable at $0.1439 on or before 20 August 2015 (“ August Options ”);
(c) $700,000 was advanced by SpringTree to the Company on 25 August 2010 and on 24 September 2010 the Company issued to SpringTree in repayment of that amount 8,706,468 Shares (“ September Shares ”) and 1,741,294 Options, exercisable at $0.1414 on or before 22 September 2015 (“ September Options ”).

7.2 ASX Listing Rule 7.4

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

(a) the issue of securities did not breach ASX Listing Rule 7.1; and
(b) holders of ordinary securities subsequently approve the issue.

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).

If Resolution 7 is approved, the Shares and Options issued by the Company to SpringTree on 21 July 2010, 20 August 2010 and 24 September 2010 may be treated by the Company as having been made with approval under ASX Listing Rule 7.1 with the effect that the Company’s 15% issuing capacity under ASX Listing Rule 7.1 will be refreshed with effect from the date of the Annual General Meeting.

7.3 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: Number of securities to be issued pursuant to Resolution 7

25,791,130 Shares and 5,158,226 Options.

(b) ASX Listing Rule 7.5.2: Issue price of securities
(i) 8,610,086 Shares (i.e. the July Shares) were issued at $0.0813 per Share;
(ii) 8,474,576 Shares (i.e. the August Shares) were issued at $0.0826 per Share;
(iii) 8,706,468 Shares (i.e. the September Shares) were issued at $0.0804 per Share;
(iv) 1,722,017 Options (i.e. the July Options) exercisable at $0.1605 per Option were issued for nil consideration;
(v) 1,694,915 Options (i.e. the August Options) exercisable at $0.1439 per Option were issued for nil consideration; and
(vi) 1,741,294 Options (i.e. the September Options) exercisable at $0.1414 per Option were issued for nil consideration.
(c) ASX Listing Rule 7.5.3: Terms of securities

The Shares rank equally in all respects with all other Shares on issue in the Company.

Page 13 of 42

The Options have the following terms:

(i) 1,722,017 Options (i.e. the July Options) exercisable at $0.1605 per Option on or before 21 July 2015;
(ii) 1,694,915 Options (i.e. the August Options) exercisable at $0.1439 per Option on or before 20 August 2015; and
(iii) 1,741,294 Options (i.e. the September Options) exercisable at $0.1414 per Option on or before 22 September 2015.

Each Option entitles the holder to subscribe for one Share in the Company. The rights of a holder of Options 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 holder of an Option 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 allottee

All Shares and Options were issued to 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 Shares (no funds were raised from the issue of the Options) will be used to fund the Company’s Phase IIb Trial for CVac™ with US Food and Drug Administration (FDA), as well as other future trials and approvals.

(f) ASX Listing Rule 7.5.6: Voting exclusion statement

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

7.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 7.

Resolution 8: Approval of shares and unlisted options to SpringTree Special Opportunities Fund, LP

8.1 General

The purpose of Resolution 8 is to seek shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of Shares and Options to SpringTree in repayment to SpringTree of:

(a) $700,000 advanced to the Company under the Facility on 28 September 2010 ( September Tranche ); and

(b) additional tranches of $700,000 to be advanced to the Company under the Facility on or about 15 October 2010, 15 November 2010, 15 December 2010 and 15 January 2011 ( Additional Tranches ).

Further detail in relation to the Facility is included in paragraph 7.1 above and in the announcement made by the Company on 20 July 2009.

8.2 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).

If Resolution 8 is approved, the Shares and Options to be issued by the Company to SpringTree under the Facility may be treated by the Company as having been made with approval under ASX Listing Rule 7.1.

Page 14 of 42

8.3 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: The formula for calculating the number of securities the entity is to issue pursuant to Resolution 8

The number of Shares to be issued to SpringTree in repayment of the September Tranche and each Additional Tranche (each a Tranche ) will be calculated using the following formula:

N = A / C

where

N is the number of Shares to be issued to SpringTree in repayment of the relevant Tranche;

A is the amount of the relevant Tranche;

C is the Conversion Price, being an amount equal to the 90% of the average of the volume weighted average price per Share on any five consecutive business days (chosen by SpringTree) during the period commencing on the date the Tranche being repaid was advanced to the Company and ending on the date immediately prior to the repayment date of such Tranche.

The number of Options to be issued to SpringTree in repayment of each Tranche will be equal to 1/5[th] of the number of Shares issued in repayment of the relevant Tranche.

ASX Listing Rule 7.3.2: The date by which securities will be issued

If shareholder approval is obtained, the issue of the Shares and Options to be issued to SpringTree in repayment of each Tranche will occur approximately 28 days after the date the relevant Tranche is advanced under the Facility and within three months of the date of the Annual General Meeting.

The issue price of the Shares to be issued to SpringTree in repayment of each Tranche will be equal to the Conversion Price (see paragraph 2.3(a) above for further detail). No Shares will be issued unless the Conversion Price is at least 80% of the average market price for Shares calculated over the last five days on which sales in the Shares were recorded before the day on which the issue is made.

The Options will be issued for nil consideration.

(d)
ASX Listing Rule 7.3.4: Name of allottee

All Shares and Options will be issued to SpringTree.

(e) ASX Listing Rule 7.3.5: Terms of securities

The Shares will rank equally in all respects with all other Shares on issue in the Company.

The Options will have the following terms:

(i) the exercise price of the Options issued in repayment of a relevant Tranche will be 150% of the average of the volume weighted average prices per Share for the 20 business days immediately prior to the date of grant of the Options;
(ii) the Options issued in repayment of a relevant Tranche will expire 5 years following the date of grant of the Options.

Page 15 of 42

Each Option will entitle the holder to subscribe for one Share in the Company. The rights of a holder of Options 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 holder of an Option will not be able to 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.

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

(g) ASX Listing Rule 7.3.7: Dates of allotment

If shareholder approval is obtained, the allotment of the Shares and Options to be issued to SpringTree in repayment of each Tranche will occur approximately 28 days after the date the relevant Tranche is advanced under the Facility.

(h) ASX Listing Rule 7.3.8: Voting exclusion statement

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

8.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 8.

Resolution 9: Approval of the prior issue of unlisted options to Lost Ark Nominees Pty Ltd

9.1 General

The purpose of Resolution 9 is to seek shareholder approval pursuant to ASX Listing Rule 7.4 for the prior issue of 2,000,000 options to subscribe for fully paid ordinary shares in the Company to Lost Ark Nominees Pty Ltd on 6 May 2010 in accordance with the Bell Potter Agreement between the Company and Lost Ark Nominees Pty Ltd. Under the Bell Potter Agreement Lost Ark Nominees Pty Ltd is required to provide research services to the Company.

9.2 ASX Listing Rule 7.4

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

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

If Resolution 9 is approved, the options to subscribe for fully paid ordinary shares in the Company issued by the Company to Lost Ark Nominees Pty Ltd on 6 May 2010 may be treated by the Company as having been made with approval under ASX Listing Rule 7.1 with the effect that the Company’s 15% issuing capacity under ASX Listing Rule 7.1 will be refreshed with effect from the date of the Annual General Meeting.

Page 16 of 42

9.3 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: Number of securities to be issued pursuant to Resolution 9
2,000,000 options to subscribe for fully paid ordinary shares in the Company.
(b) ASX Listing Rule 7.5.2: Issue price of securities

The Options were issued in consideration of research services provided to the value of $152,000.

The options are exercisable at an exercise price of $0.25 at any time on or before the 6 May 2015 and will otherwise be issued on the terms and conditions set out in Annexure A.

(d) ASX Listing Rule 7.5.4: Name of allottee

All options were issued to Lost Ark Nominees Pty Ltd.

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

The options issued to Lost Ark Nominees Pty Ltd were in lieu of research services rendered to the value of $152,000 and no funds were raised from the issue.

(g) ASX Listing Rule 7.5.6: Voting exclusion statement

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

9.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 9.

Resolution 10: Approval of the prior issue of shares to David Young

10.1 General

The purpose of Resolution 10 is to seek shareholder approval pursuant to ASX Listing Rule 7.4 for the prior issue of 191,786 shares to David Young on 30 June 2010 in consideration of employment services provided to the Company by David Young to the value of $26,850.

10.2 ASX Listing Rule 7.4

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

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

If Resolution 10 is approved, the shares issued by the Company to David Young on 30 June 2010 may be treated by the Company as having been made with approval under ASX Listing Rule 7.1 with the effect that the Company’s 15% issuing capacity under ASX Listing Rule 7.1 will be refreshed with effect from the date of the Annual General Meeting.

Page 17 of 42

10.3 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: Number of securities to be issued pursuant to Resolution 10

191,786 shares.

(b) ASX Listing Rule 7.5.2: Issue price of securities
$0.14 per share.
(c) ASX Listing Rule 7.5.3: Terms of securities

The shares rank equally in all respects with all other shares on issue in the Company.

(d) ASX Listing Rule 7.5.4: Name of allottee

All shares were issued to David Young.

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

The shares issued to David Young were in lieu of employment services rendered and no funds were raised from the issue.

(g) ASX Listing Rule 7.5.6: Voting exclusion statement

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

10.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 10.

Resolution 11: Non-Executive Director’s Remuneration

In accordance with ASX Listing Rule 10.17, the Company is seeking shareholder approval to increase the aggregate amount available per annum for the remuneration of Non-Executive Directors for their service (payable in cash, shares or options) by $200,000 from $300,000 to $500,000. Any issue of shares or options to a Non-Executive Director as part of that Director’s remuneration is subject to shareholder approval in accordance with the ASX Listing Rules.

The proposal to increase the aggregate amount of fees available for the remuneration of Non-Executive Directors (payable in cash, shares or options) will enable the Company to introduce new Non-Executive Directors, if that is considered desirable, and maintain a level of remuneration of its Non-Executive Directors that is competitive and in line with the Australian and international market conditions and industry standards.

Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 11 to approve the increase of remuneration for Non-Executive Directors.

Resolution 12: Approval of the issue of options to professional investor(s)

12.1 General

The Company is presently evaluating possible alternative funding opportunities to replace its facility with SpringTree Special Opportunities Fund, LP referred to in Resolutions 7 and 8 above. The most promising facility includes an obligation to issue non-voting redeemable preference shares carrying a 10% per annum coupon, plus free attaching options.

Page 18 of 42

The purpose of Resolution 12 is to seek shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of free attaching options to subscribe for fully paid ordinary shares in the Company, expiring 60 days after the date of grant of the options ( 60 Day Options ), and free attaching options to subscribe for fully paid ordinary shares in the Company, expiring 2 years after the date of grant of the options ( 2 Year Options ), to professional investor(s)in consideration of the professional investor(s) agreeing to provide an alternative funding facility to the Company of approximately $20 million to replace the existing facility with SpringTree Opportunities Fund, LP, which may be drawn in a single tranche or multiple tranches. The issue of the free attaching options is subject to the Company successfully reaching agreement with an alternative funding party.

Further detail in relation to the proposed issue is included below.

12.2 ASX Listing Rule 7.1

If Resolution 12 is approved, the options to be issued by the Company to professional investor(s) may be treated by the Company as having been made with approval under ASX Listing Rule 7.1.

12.3 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: The formula for calculating the number of securities the entity is to issue pursuant to Resolution 12

The number of 60 Day Options to be issued to professional investor(s) will be calculated using the following formula:

N1 = A x 1.05 / B

where

N1 is the number of 60 Day Options to be issued to professional investor(s);

A is the aggregate subscription price in Australian dollars for non-voting redeemable preference shares subscribed for by professional investor(s) in the Company;

B is the closing bid price of the Company’s ordinary shares on ASX on the day immediately preceding the Company issuing to the professional investor(s) a notice requiring the professional investor(s) to subscribe for non-voting redeemable preference shares.

The number of 2 Year Options to be issued to professional investor(s) will be calculated using the following formula:

N2 = A x 0.3 / B

where

N2 is the number of 2 Year Options to be issued to professional investor(s);

A is the aggregate subscription price in Australian dollars for non-voting redeemable preference shares subscribed for by professional investor(s) in the Company;

Page 19 of 42

(b) ASX Listing Rule 7.3.2: The date by which securities will be issued

If shareholder approval is obtained, the issue of the 60 Day Options and 2 Year Options will occur within three months of the date of the Annual General Meeting.

The 60 Day Options and 2 Year Options will be issued for nil consideration.

(d) ASX Listing Rule 7.3.4: Name of allottee

All 60 Day Options and 2 Year Options will be issued to professional investor(s) who subscribe for nonvoting redeemable preference shares in the Company.

(e) ASX Listing Rule 7.3.5: Terms of securities

The 60 Day Options and 2 Year Options will have the following terms:

(i) the exercise price of the 60 Day Options will be the closing bid price of the Company’s ordinary shares on ASX on the day immediately preceding the Company issuing to the professional investor(s) a notice requiring the professional investor(s) to subscribe for nonvoting redeemable preference shares in the Company;
(ii) the 60 Day Options will expire 60 days following the date of grant of the 60 Day Options;
(i) the exercise price of the 2 Year Options will be the closing bid price of the Company’s ordinary shares on ASX on the day immediately preceding the Company issuing to the professional investor(s) a notice requiring the professional investor(s) to subscribe for nonvoting redeemable preference shares in the Company; and
(ii) the 2 Year Options will expire 2 years following the date of grant of the 2 Year Options;

Each 60 Day Option and 2 Year Option will entitle the holder to subscribe for one fully paid ordinary share in the Company. The rights of a holder of 60 Day Options and 2 Year Options 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 holder of a 60 Day Option or 2 Year Option will not be able to participate in new issues without exercising the 60 Day Option or 2 Year Option. If there is a bonus issue to the holders of fully paid ordinary shares, the number of fully paid ordinary shares in the Company over which the 60 Day Option or 2 Year Option is exercisable may be increased by the number of fully paid ordinary shares in the Company which the holder of the 60 Day Option or 2 Year Option would have received if the 60 Day Option or 2 Year Option had been exercised before the record date for the bonus issue.

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

No funds will be raised from the issue of the 60 Day Options and 2 Year Options. Funds raised from the issue of non-voting redeemable preference shares in the Company will be used to fund the Company’s Phase IIb Trial and Phase III Trial for CVac™ with US Food and Drug Administration (FDA), as well as other future trials and approvals.

(g) ASX Listing Rule 7.3.7: Dates of allotment

If shareholder approval is obtained, the allotment of the 60 Day Options and 2 Year Options to be issued to professional investor(s) will occur within three months of the date of the Annual General Meeting.

(h)

ASX Listing Rule 7.3.8: Voting exclusion statement

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

Page 20 of 42

12.4 Director’s Recommendation

The directors of the Company recommend that shareholders approve Resolution 12.

Resolution 13: Issue of Options to Martin Rogers or nominee

13.1 General

The Company proposes to issue 10,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms and conditions set out below. The options are proposed to be issued to Martin Rogers and/or his nominee as an incentive to provide dedicated and ongoing services to the Company.

Shareholder approval for the issue of the options to Martin Rogers is required pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act.

13.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to permitting a director or an associate of a director to acquire securities.

If approval is given under ASX Listing Rule 10.11, separate approval is not required under ASX Listing Rule 7.1. Shareholders should therefore note that should the issue of options to Martin Rogers be approved under ASX Listing Rule 10.11, the issue will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

13.3 Technical Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 13:

(a) ASX Listing Rule 10.13.1: Name of the person

Martin Rogers and/or his nominee.

(b) ASX Listing Rule 10.13.2: Maximum number of securities to be issued Approval is being sought to issue Martin Rogers and/or his nominee 10,000,000 options. (c) ASX Listing Rule 10.13.3: Date by which the securities are to be issued

If shareholders approve Resolution 12, the issue and allotment of options to Martin Rogers and/or his nominee will occur no later than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) ASX Listing Rule 10.13.4: Nature of relationship Martin Rogers is an Executive Director of the Company.

(e) ASX Listing Rule 10.13.5: Price for each security and terms of issue

Each option will entitle the holder to subscribe for one fully paid ordinary share in the Company and will expire 3 years after the date of grant of the options ( Expiry Date ). The options are exercisable at an exercise price of $0.20 at any time on or before the Expiry Date and will otherwise be issued on the terms and conditions set out in Annexure B.

(f) ASX Listing Rule 10.13.6: Voting exclusion statement

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

(g) ASX Listing Rule 10.13.6A: The intended use of the funds raised

No funds will be raised from the issue of options to Martin Rogers and/or his nominee. On exercise of an option, Martin Rogers will subscribe $0.20 per share.

Page 21 of 42

(h) Pursuant to ASX Listing Rule 7.2, Exception 14: Approval not required under ASX Listing Rule 7.1

As approval for the issue of the options referred to in Resolution 13 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

13.3 Section 208 of the Corporations Act

Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities. A “related party” includes a director of the Company. Accordingly, the proposed issue of options to Martin Rogers and/or his nominee involves the provision of a financial benefit to a related party of the Company.

The directors have formed the view that the exceptions to section 208 of the Corporations Act may not apply in the current circumstances. The directors have therefore resolved to seek shareholder approval for the purposes of section 208 of the Corporations Act for the issue of options to Martin Rogers and/or his nominee.

13.4 Technical Information required by section 217 to 227 of the Corporations Act

In accordance with the requirements of sections 217 and 227 of the Corporations Act, and particularly section 219, the following information is provided to enable shareholders to assess the proposed issue of options to Martin Rogers and/or his nominee:

(b) The related party to whom the financial benefit will be given

Martin Rogers and/or his nominee.

(c) The nature of the financial benefits

10,000,000 options to subscribe for fully paid ordinary shares in the Company.

(d) Director’s recommendations

The directors of the Company other than Martin Rogers, who abstains from voting due to his material interest in the outcome of Resolution 13, recommend that shareholders approve the proposed Resolution 13. In resolving to recommend the proposed Resolution, the directors (other than Martin Rogers) considered Martin Rogers’s experience and skills and the market price of the options. The directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 13.

(e) Director’s interest in resolution

Lucy Turnbull, Albert Yue-Ling Wong, Dr Richard Hammel and Dr Neil Frazer do not have an interest in Resolution 13.

If Resolution 13 is passed, Martin Rogers will receive options to subscribe for fully paid ordinary shares in the Company.

(f) All other relevant information

Director’s current interest : The table below sets out Martin Roger’s (and his associates) current share and option holdings in the Company as at the date of this Notice:

Ordinary Shares	20,821,500
Options	12,345,238

Page 22 of 42

Dilution Effect : If shareholders approve the issue of the options to Martin Rogers and all of the options are exercised, the effect will be to dilute the shareholders of existing shareholders by approximately 1.2% based on the number of shares on issue as at the date of this Notice.

Share trading prices in the past 12 months: In the 12 months preceding the date of this Explanatory Statement, the highest, lowest and last trading price of shares on ASX were:

Highest	$0.20
Lowest	$0.08
Last	$0.15

Option trading prices in the past 12 months: The class of options proposed to be issued to Martin Rogers are unlisted.

Valuation of Options : ASIC requires explanatory information regarding the value of the options proposed to be issued to Martin Rogers be included in this Explanatory Statement. Fair values as at 22 October 2010 have been determined using a Black-Scholes option pricing model that takes into account the exercise price, the expected life of the option, closing share price as at 22 October, expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the life of the option. The valuation is summarised in the table below, which provides details of the key assumptions used by the Company in the calculation.

Item	Valuation
Closing share price as at 22 October 2010	$0.15
Exercise Price	$0.20
Volatility rate	63%
Risk free rate	5%
Expiration Period	3 years
Number of Options	10,000,000
Valuation per Option	$0.0558
Valuation	$558,000

Vesting of the options is subject to one of the following conditions being met:

(i) the Company securing FDA approval for its CVac technology;
(ii) the Company’s share price on ASX reaching $0.20 and stays at or about that amount for a consecutive period of 20 days prior to the Expiry Date; or
(iii) the Company successfully commercialising a product which generates revenue during any twelve month period of at least $10,000,000 for the Company.

Page 23 of 42

Resolution 14: Issue of Options to Albert Yue-Ling Wong or nominee

14.1 General

The Company proposes to issue Albert Yue-Ling Wong and/or his nominee 1,250,000 fully paid ordinary shares and 7,500,000 options to subscribe for fully paid ordinary shares in the Company on the terms and conditions set out below. The fully paid ordinary shares and options are proposed to be issued to Albert Yue-Ling Wong, a director of the Company, in part consideration for him acting as acting chairman of the Company and as an incentive to provide dedicated and ongoing services to the Company.

Shareholder approval for the issue of the fully paid ordinary shares and options to Albert Yue-Ling Wong is required pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act.

14.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to permitting a director or an associate of a director to acquire securities.

If approval is given under ASX Listing Rule 10.11, separate approval is not required under ASX Listing Rule 7.1. Shareholders should therefore note that should the issue of fully paid ordinary shares and options to Albert YueLing Wong be approved under ASX Listing Rule 10.11, the issue will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

14.3 Technical Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 14:

(a) ASX Listing Rule 10.13.1: Name of the person

Albert Yue-Ling Wong and/or his nominee.

(b) ASX Listing Rule 10.13.2: Maximum number of securities to be issued

Approval is being sought to issue Albert Yue-Ling Wong and/or his nominee 1,250,000 fully paid ordinary shares and 7,500,000 options.

If shareholders approve Resolution 14, the issue and allotment of fully paid ordinary shares and options to Albert Yue-Ling Wong and/or his nominee will occur no later than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) ASX Listing Rule 10.13.4: Nature of relationship Albert Yue-Ling Wong is a Non-Executive Director of the Company.

(e) ASX Listing Rule 10.13.5: Price for each security and terms of issue

The fully paid ordinary shares will be issued to Albert Yue-Ling Wong in consideration of him having acted as acting Chairman of the Company. The fully paid shares will be issued at an implicit issue price of $0.20 per share. No funds will be raised from the issue of shares to Albert Yue-Ling Wong.

(f) ASX Listing Rule 10.13.6: Voting exclusion statement

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

Page 24 of 42

(g)

ASX Listing Rule 10.13.6A: The intended use of the funds raised

No funds will be raised from the issue of fully paid ordinary shares or options to Albert Yue-Ling Wong and/or his nominee. On an exercise of an option, Albert Yue-Ling Wong will subscribe $0.20 per share.

(h) Pursuant to ASX Listing Rule 7.2, Exception 14: Approval not required under ASX Listing Rule 7.1

As approval for the issue of the options referred to in Resolution 14 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

14.4 Section 208 of the Corporations Act

Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities. A “related party” includes a director of the Company. Accordingly, the proposed issue of options to Albert Yue-Ling Wong and/or his nominee involves the provision of a financial benefit to a related party of the Company.

14.5 Technical Information required by section 217 to 227 of the Corporations Act

(a) The related party to whom the financial benefit will be given

Albert Yue-Ling Wong and/or his nominee.

(b) The nature of the financial benefits

1,250,000 fully paid ordinary shares in the Company and 7,500,000 options to subscribe for fully paid ordinary shares in the Company.

(c) Director’s recommendations

The directors of the Company other than Albert Yue-Ling Wong, who abstains from voting due to his material interest in the outcome of Resolution 14, recommend that shareholders approve the proposed Resolution 14. In resolving to recommend the proposed Resolution, the directors (other than Albert Yue-Ling Wong) considered Albert Yue-Ling Wong’s experience and skills, and the market price of the options. The directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 14.

(d) Director’s interest in resolution

Lucy Turnbull, Martin Rogers, Dr Richard Hammel and Dr Neil Frazer do not have an interest in Resolution 14.

If Resolution 14 is passed, Albert Yue-Ling Wong will receive options to subscribe for fully paid ordinary shares in the Company.

Page 25 of 42

(e) All other relevant information

Director’s current interest : The table below sets out Albert Yue-Ling Wong’s (and his associates) current share and option holdings in the Company as at the date of this Notice:

Ordinary Shares	2,000,000
Options	Nil

Dilution Effect : If shareholders approve the issue of the options to Albert Yue-Ling Wong and all of the options are exercised, the effect will be to dilute the shareholders of existing shareholders by approximately 0.2% based on the number of shares on issue as at the date of this Notice.

Share trading prices in the past 12 months: In the 12 months preceding the date of this Explanatory Statement, the highest, lowest and last trading price of shares on ASX were:

Highest	$0.20
Lowest	$0.08
Last	$0.15

Option trading prices in the past 12 months: The class of options proposed to be issued to Albert Yue-Ling Wong are unlisted.

Valuation of Options : ASIC requires explanatory information regarding the value of the options proposed to be issued to Albert Yue-Ling Wong be included in this Explanatory Statement. Fair values as at 22 October 2010 have been determined using a Black-Scholes option pricing model that takes into account the exercise price, the expected life of the optionclosing share price as at 22 October 2010, expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the life of the option. The valuation is summarised in the table below, which provides details of the key assumptions used by the Company in the calculation.

Item	Valuation
Closing share price as at 22 October 2010	$0.15
Exercise Price	$0.20
Volatility rate	63%
Risk free rate	5%
Expiration Period	3 years
Number of Options	7,500,000
Valuation per Option	$0.0558
Valuation	$418,500

Vesting of the options is subject to one of the following conditions being met:

(i) the Company securing FDA approval for its CVac technology;
(ii) the Company’s share price on ASX reaching $0.20 and stays at or about that amount for a consecutive period of 20 days prior to the Expiry Date; or
(iii) the Company successfully commercialising a product which generates revenue during any twelve month period of at least $10,000,000 for the Company.

Page 26 of 42

Resolution 15: Issue of Options to Dr Neil Frazer or nominee

15.1 General

The Company proposes to issue Dr Neil Frazer and/or his nominee 2,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms and conditions set out below. The options are proposed to be issued to Dr Neil Frazer, a director of the Company, as an incentive to provide dedicated and ongoing services to the Company.

Shareholder approval for the issue of the options to Dr Neil Frazer is required pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act.

15.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to permitting a director or an associate of a director to acquire securities.

If approval is given under ASX Listing Rule 10.11, separate approval is not required under ASX Listing Rule 7.1. Shareholders should therefore note that should the issue of options to Dr Neil Frazer be approved under ASX Listing Rule 10.11, the issue will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

15.3 Technical Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 15:

(a) ASX Listing Rule 10.13.1: Name of the person

Dr Neil Frazer and/or his nominee.

(b) ASX Listing Rule 10.13.2: Maximum number of securities to be issued Approval is being sought to issue Dr Neil Frazer and/or his nominee 2,000,000 options.

If shareholders approve Resolution 15, the issue and allotment of options to Dr Neil Frazer and/or his nominee will occur no later than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) ASX Listing Rule 10.13.4: Nature of relationship

Dr Neil Frazer is an Executive Director of the Company.

(e) ASX Listing Rule 10.13.5: Price for each security and terms of issue

Each option will entitle the holder to subscribe for one fully paid ordinary share in the Company and will expire 4 years after the options vest in Dr Neil Frazer ( Expiry Date ). Subject to the vesting conditions, 500,000 options will vest on 1 February each year. The vesting conditions include Dr Neil Frazer continuing to be employed as an employee of the Company on the vesting date. The options are exercisable at the lesser of 10 cents and the price equal to the volume weighted average price of ordinary shares in the Company traded on ASX during the 30 trading days prior to the date of grant of the options to the holder at any time on or before the Expiry Date and will otherwise be issued on the terms and conditions set out in Annexure C.

(f) ASX Listing Rule 10.13.6: Voting exclusion statement

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

(g) ASX Listing Rule 10.13.6A: The intended use of the funds raised

No funds will be raised from the issue of options to Dr Neil Frazer and/or his nominee. On an exercise of an option, Dr Neil Frazer will subscribe up to $0.10 per share.

Page 27 of 42

(h)

Pursuant to ASX Listing Rule 7.2, Exception 14: Approval not required under ASX Listing Rule 7.1

As approval for the issue of the options referred to in Resolution 15 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

15.4 Section 208 of the Corporations Act

Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities. A “related party” includes a director of the Company. Accordingly, the proposed issue of options to Dr Neil Frazer and/or his nominee involves the provision of a financial benefit to a related party of the Company.

15.5 Technical Information required by section 217 to 227 of the Corporations Act

(a) The related party to whom the financial benefit will be given

Dr Neil Frazer and/or his nominee.

(b) The nature of the financial benefits

2,000,000 options to subscribe for fully paid ordinary shares in the Company.

(c) Director’s recommendations

The directors of the Company other than Dr Neil Frazer, who abstains from voting due to his material interest in the outcome of Resolution 15, recommend that shareholders approve the proposed Resolution 15. In resolving to recommend the proposed Resolution, the directors (other than Dr Neil Frazer) considered Dr Neil Frazer’s experience and skills, and the market price of the options. The directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 15.

(d) Director’s interest in resolution

Lucy Turnbull, Martin Rogers, Dr Richard Hammel and Albert Yue-Ling Wong do not have an interest in Resolution 14.

If Resolution 14 is passed, Dr Neil Frazer will receive options to subscribe for fully paid ordinary shares in the Company.

(e) All other relevant information

Director’s current interest : As at the date of this Notice, Dr Neil Frazer has no notifiable interests in the securities of the Company.

Dilution Effect : If shareholders approve the issue of the options to Dr Neil Frazer and all of the options are exercised, the effect will be to dilute the shareholders of existing shareholders by approximately 0.3% based on the number of shares on issue as at the date of this Notice.

Page 28 of 42

Share trading prices in the past 12 months: In the 12 months preceding the date of this Explanatory Statement, the highest, lowest and last trading price of shares on ASX were:

Highest	$0.20
Lowest	$0.08
Last	$0.15

Option trading prices in the past 12 months: The class of options proposed to be issued to Dr Neil Frazer are unlisted.

Valuation of Options : ASIC requires explanatory information regarding the value of the options proposed to be issued to Dr Neil Frazer be included in this Explanatory Statement. Fair values as at 22 October 2010 have been determined using a Black-Scholes option pricing model that takes into account the exercise price, the expected life of the option, the closing share price as at 22 October 2010, expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the life of the option. The valuation is summarised in the table below, which provides details of the key assumptions used by the Company in the calculation.

Item	Valuation
Closing share price as at 22 October 2010	$0.15
Exercise Price	$0.10
Volatility rate	63%
Risk free rate	5%
Expiration Period	4 years
Number of Options	2,000,000
Valuation per Option	$0.0933
Valuation	$186,600

Resolution 16: Issue of Options to Lucy Turnbull or nominee

16.1 General

The Company proposes to issue Lucy Turnbull and/or her nominee 10,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms and conditions set out below. The options are proposed to be issued to Lucy Turnbull, a director of the Company, as an incentive to provide dedicated and ongoing services to the Company.

Shareholder approval for the issue of the options to Lucy Turnbull is required pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act.

16.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to permitting a director or an associate of a director to acquire securities.

If approval is given under ASX Listing Rule 10.11, separate approval is not required under ASX Listing Rule 7.1. Shareholders should therefore note that should the issue of options to Lucy Turnbull be approved under ASX Listing Rule 10.11, the issue will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Page 29 of 42

16.3 Technical Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation Resolution 16:

(a) ASX Listing Rule 10.13.1: Name of the person

Lucy Turnbull and/or her nominee.

(b) ASX Listing Rule 10.13.2: Maximum number of securities to be issued

Approval is being sought to issue Lucy Turnbull and/or her nominee 10,000,000 options.

If shareholders approve Resolution 16, the issue and allotment of options to Lucy Turnbull and/or her nominee will occur no later than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) ASX Listing Rule 10.13.4: Nature of relationship

Lucy Turnbull is a Director of the Company.

(e) ASX Listing Rule 10.13.5: Price for each security and terms of issue

(f) ASX Listing Rule 10.13.6: Voting exclusion statement

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

ASX Listing Rule 10.13.6A: The intended use of the funds raised

No funds will be raised from the issue of options to Lucy Turnbull and/or her nominee. On an exercise of an option, Lucy Turnbull will subscribe $0.20 per share.

Pursuant to ASX Listing Rule 7.2, Exception 14: Approval not required under ASX Listing Rule 7.1

As approval for the issue of the options referred to in Resolution 16 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

16.4 Section 208 of the Corporations Act

Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities. A “related party” includes a director of the Company. Accordingly, the proposed issue of options to Lucy Turnbull and/or her nominee involves the provision of a financial benefit to a related party of the Company.

16.5 Technical Information required by section 217 to 227 of the Corporations Act

Page 30 of 42

(a) The related party to whom the financial benefit will be given

Lucy Turnbull and/or her nominee.

(b) The nature of the financial benefits

10,000,000 options to subscribe for fully paid ordinary shares in the Company.

(c) Director’s recommendations

The directors of the Company other than Lucy Turnbull, who abstains from voting due to his material interest in the outcome of Resolution 16, recommend that shareholders approve the proposed Resolution 16. In resolving to recommend the proposed Resolution, the directors (other than Lucy Turnbull) considered Lucy Turnbull’s experience and skills, and the market price of the options. The directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 16.

(d)

Director’s interest in resolution

Dr Neil Frazer, Martin Rogers, Dr Richard Hammel and Albert Yue-Ling Wong do not have an interest in Resolution 16.

If Resolution 16 is passed, Lucy Turnbull will receive options to subscribe for fully paid ordinary shares in the Company.

(e) All other relevant information

Director’s current interest : The table below sets out Lucy Turnbull’s (and her associates) current share and option holdings in the Company as at the date of this Notice:

Ordinary Shares	4,347,076
Options	0

Dilution Effect : If shareholders approve the issue of the options to Lucy Turnbull and all of the options are exercised, the effect will be to dilute the shareholders of existing shareholders by approximately 1.2% based on the number of shares on issue as at the date of this Notice.

Share trading prices in the past 12 months: In the 12 months preceding the date of this Explanatory Statement, the highest, lowest and last trading price of shares on ASX were:

Highest	$0.20
Lowest	$0.08
Last	$0.15

Option trading prices in the past 12 months: The class of options proposed to be issued to Lucy Turnbull are unlisted.

Page 31 of 42

Valuation of Options : ASIC requires explanatory information regarding the value of the options proposed to be issued to Lucy Turnbull be included in this Explanatory Statement. Fair values as at 22 October 2010 have been determined using a Black-Scholes option pricing model that takes into account the exercise price, the expected life of the option, the closing share price as at 22 October 2010, expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the life of the option. The valuation is summarised in the table below, which provides details of the key assumptions used by the Company in the calculation.

Item	Valuation
Closing share price as at 22 October 2010	$0.15
Exercise Price	$0.20
Volatility rate	63%
Risk free rate	5%
Expiration Period	3 years
Number of Options	10,000,000
Valuation per Option	$0.0558
Valuation	$558,000

Vesting of the options is subject to one of the following conditions being met:

(i) the Company securing FDA approval for its CVac technology;
(ii) the Company’s share price on ASX reaching $0.20 and stays at or about that amount for a consecutive period of 20 days prior to the Expiry Date; or
(iii) the Company successfully commercialising a product which generates revenue during any twelve month period of at least $10,000,000 for the Company.

Resolution 17: Issue of Options to Dr Richard Hammel or nominee

17.1 General

The Company proposes to issue Dr Richard Hammel and/or his nominee 5,000,000 options to subscribe for fully paid ordinary shares in the Company on the terms and conditions set out below. The options are proposed to be issued to Dr Richard Hammel, a director of the Company, as an incentive to provide dedicated and ongoing services to the Company.

Shareholder approval for the issue of the options to Dr Richard Hammel is required pursuant to ASX Listing Rule 10.11 and section 208 of the Corporations Act.

17.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to permitting a director or an associate of a director to acquire securities.

If approval is given under ASX Listing Rule 10.11, separate approval is not required under ASX Listing Rule 7.1. Shareholders should therefore note that should the issue of options to Dr Richard Hammel be approved under ASX Listing Rule 10.11, the issue will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

Page 32 of 42

17.3 Technical Information required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, the following information is provided in relation to Resolution 17:

(a) ASX Listing Rule 10.13.1: Name of the person

Dr Richard Hammel and/or his nominee.

(b) ASX Listing Rule 10.13.2: Maximum number of securities to be issued

Approval is being sought to issue Dr Richard Hammel and/or his nominee 5,000,000 options.

If shareholders approve Resolution 17, the issue and allotment of options to Dr Richard Hammel and/or his nominee will occur no later than one month after the date of the Annual General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).

(d) ASX Listing Rule 10.13.4: Nature of relationship

Dr Richard Hammel is a Non-Executive Director of the Company.

(e) ASX Listing Rule 10.13.5: Price for each security and terms of issue

Each option will entitle the holder to subscribe for one fully paid ordinary share in the Company and will expire 3 years after the date of grant of the options (Expiry Date). The options are exercisable at an exercise price of $0.20 at any time on or before the Expiry Date and will otherwise be issued on the terms and conditions set out in Annexure B.

(f) ASX Listing Rule 10.13.6: Voting exclusion statement

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

(g) ASX Listing Rule 10.13.6A: The intended use of the funds raised

No funds will be raised from the issue of options to Dr Richard Hammel and/or his nominee. On an exercise of an option, Dr Richard Hammel will subscribe $0.20 per share.

(h) Pursuant to ASX Listing Rule 7.2, Exception 14: Approval not required under ASX Listing Rule 7.1

As approval for the issue of the options referred to in Resolution 17 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

17.4 Section 208 of the Corporations Act

Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities. A “related party” includes a director of the Company. Accordingly, the proposed issue of options to Dr Richard Hammel and/or his nominee involves the provision of a financial benefit to a related party of the Company.

Page 33 of 42

17.5 Technical Information required by section 217 to 227 of the Corporations Act

(a) The related party to whom the financial benefit will be given

Dr Richard Hammel and/or his nominee.

(b) The nature of the financial benefits

5,000,000 options to subscribe for fully paid ordinary shares in the Company.

(c) Director’s recommendations

The directors of the Company other than Dr Richard Hammel, who abstains from voting due to his material interest in the outcome of Resolution 17, recommend that shareholders approve the proposed Resolution 17. In resolving to recommend the proposed Resolution, the directors (other than Dr Richard Hammel) considered Dr Richard Hammel’s experience and skills, and the market price of the options. The directors of the Company are not aware of any other information that would be reasonably required by shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 17.

(d) Director’s interest in resolution

Lucy Turnbull, Martin Rogers, Dr Neil Frazer and Albert Yue-Ling Wong do not have an interest in Resolution 17.

If Resolution 17 is passed, Dr Richard Hammel will receive options to subscribe for fully paid ordinary shares in the Company.

(e) All other relevant information

Director’s current interest : The table below sets out Dr Richard Hammel ’ s (and his associates) current share and option holdings in the Company as at the date of this Notice:

Ordinary Shares	5,000,000
Options	7,619,047

Dilution Effect : If shareholders approve the issue of the options to Dr Richard Hammel and all of the options are exercised, the effect will be to dilute the shareholders of existing shareholders by approximately 0.6% based on the number of shares on issue as at the date of this Notice.

Share trading prices in the past 12 months: In the 12 months preceding the date of this Explanatory Statement, the highest, lowest and last trading price of shares on ASX were:

Highest	$0.20
Lowest	$0.08
Last	$0.15

Option trading prices in the past 12 months: The class of options proposed to be issued to Dr Richard Hammel are unlisted.

Valuation of Options : ASIC requires explanatory information regarding the value of the options proposed to be issued to Dr Richard Hammel be included in this Explanatory Statement. Fair values as at 22 October 2010 have been determined using a Black-Scholes option pricing model that takes into account the exercise price, the expected life of the option, the closing share price as at 22 October 2010, expected price volatility of the underlying share, the expected dividend yield and the

Page 34 of 42

risk free interest rate for the life of the option. The valuation is summarised in the table below, which provides details of the key assumptions used by the Company in the calculation.

Item	Valuation
Closing share price as at 22 October 2010	$0.15
Exercise Price	$0.20
Volatility rate	63%
Risk free rate	5%
Expiration Period	3 years
Number of Options	5,000,000
Valuation per Option	$0.0558
Valuation	$279,000

Vesting of the options is subject to one of the following conditions being met:

(i) the Company securing FDA approval for its CVac technology;
(ii) the Company’s share price on ASX reaching $0.20 and stays at or about that amount for a consecutive period of 20 days prior to the Expiry Date; or
(iii) the Company successfully commercialising a product which generates revenue during any twelve month period of at least $10,000,000 for the Company.

Page 35 of 42

SPECIAL RESOLUTIONS

Resolution 18: Amendment of Constitution

(a) To assist in managing the affairs of the Company and to accommodate Directors commitments to other entities other than the Company and outside Australia, the Company proposes to alter clause 28.9(b) of its constitution as follows:

Replace the words:

With:

“Any resolution passed in accordance with the provisions of clause 28.9(a) may consist of identical copies of the document recording the resolution and accompanying information, each signed by one or more Directors. An electronic transmission purporting to be signed by a Director will, for the purposes of this clause, be deemed to be in writing signed by that Director.”

(b) Previously, dividends could only be paid out of the profits of a company.

The Corporations Amendment (Corporate Reporting Reform) Act 2010 (Cth) ( Corporations Amendment Act ) has recently made an important amendment to the Corporations Act that deals with payment of dividends and changes the previous ‘profits test’ under section 254T of the Corporations Act to a new ‘solvency test’.

The Corporations Amendment Act came into effect on 28 June 2010 and applies to dividends declared on or after this date. The Corporations Amendment Act replaces the previous “profits test” for paying dividends with a more complicated assessment, under which a company may not pay a dividend unless:

(i) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(ii) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
(iii) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

Clause 32.2 of the Company’s Constitution currently limits the payment of dividends to “profits”, available for distribution by way of a dividend. In light of the amendment detailed above, the Company proposes to delete clause 32.2 of its constitution and replace it with the following

Delete the words:

“ Dividends payable out of profits

No Dividend is payable except out of the profits of the Company and no Dividend carries interest as against the Company.”

Replace with:

“ Dividends payable in accordance with law

No Dividend is payable except in accordance with the Corporations Act as amended from time to time and no Dividend carries interest as against the Company.”

(c) The Directors have the power under clause 3 of the Constitution to issue preference shares. However, section 254A(2) of the Corporations Act requires shareholder approval by special resolution to be obtained for the issue of preference shares if certain rights of those shares are not set out in the Constitution. The proposed amendment sets out those preference share terms. The effect of this is that the Directors will not be required to seek additional shareholder approval pursuant to the Corporations Act for the issue of preference shares in accordance with the specified terms

Page 36 of 42

Annexure A

Terms and Conditions of Options

(a) Each option entitles the holder to subscribe in cash for one fully paid ordinary share in the capital of the Company.
(b) The options are exercisable at 25 cents per option at any time prior to 5:00 pm Sydney, NSW, time on 6 May 2015 ( Expiry Date ) by completing the option exercise form and delivering it together with the payment for the number of shares in respect of which the options are exercised to the registered office of the Company. Any option that has not been exercised prior to the Expiry Date automatically lapses.
(c) The Company will apply for official quotation on ASX of the options, subject to obtaining sufficient spread pursuant to ASX Listing Rules.
(d) Subject to the Corporations Act, ASX Listing Rules, and the Constitution of the Company, options are freely transferable.
(e) Shares issued upon the exercise of options will rank pari passu with the Company’s fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company, which are set out in the Company's Constitution, ASX Listing Rules and the Corporations Act.
(f) The Company will apply for official quotation by ASX of all shares issued upon exercise of options, subject to any restriction obligations imposed by ASX.
(g) The options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant options.
(h) There are no participation rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. The Company will ensure that option holders will be allowed at least seven business days notice to allow for the conversion of options prior to the record date in relation to any offers of securities made to shareholders.
(i) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of options or the rights attaching to the options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction

Page 37 of 42

Annexure B

Terms and Conditions of Options

(a) Each option entitles the holder to subscribe for 1 fully paid ordinary share in the Company.
(b) Vesting of the options is subject to one of the following conditions being met:
(i) the Company securing FDA approval for its CVac technology;
(ii) the Company’s share price on ASX reaching $0.20 and stays at or about that amount for a consecutive period of 20 days prior to the Expiry Date; or
(iii) the Company successfully commercialising a product which generates revenue during any twelve month period of at least $10,000,000 for the Company.
(c) Despite any other paragraph of these terms, all options will immediately vest in the holder on the occurrence of either of the following events:
(i) the offer under a takeover bid or announcement acquires (unconditionally) in excess of 50% of the issued voting shares of the Company; or
(ii) as a result of the approval of one or more schemes of arrangement any person who is not at the date of issue of the options in control of the Company acquires in excess of 50% of the issued voting shares of the Company.
(d) Each option may be exercised at 20 cents per option at any time during the period commencing on the date the options vest pursuant to paragraph 2 or 3 of these terms and ending at 5:00 pm (Sydney, NSW time) on the date 3 years after the date of grant of the option ( Expiry Date ) by completing the option exercise form and delivering it to the registered office of the Company. Any option that has not been exercised prior to the Expiry Date automatically lapses.
(e) An exercise of only some options will not affect the rights of the holder under the balance of the options held by him or her as appropriate
(f) The Company will not apply for official quotation on ASX of the options.
(g) The options are non-transferable other than to a trustee of a superannuation fund or other entity controlled by the holder and may not be sold, assigned, transferred or otherwise dealt with in any way.
(h) The Company will not be bound to recognise any transfer of options pursuant to paragraph 7 until a copy of the duly executed instrument of transfer is lodged with the Company. The instrument of transfer must be duly stamped and lodged at the registered office of the Company, together any other information as the Company may reasonably require with respect to the transfer.
(i) Shares issued upon the exercise of options will rank pari passu with the Company’s fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company, which are set out in the Company's Constitution, ASX Listing Rules and the Corporations Act.
(j) The Company will apply for official quotation by ASX of all shares issued upon exercise of options, subject to any restriction obligations imposed by ASX.
(k) The options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant options.
(l) There are no participation rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. The Company will ensure that holders will be allowed at least seven business days notice to allow for the conversion of options prior to the record date in relation to any offers of securities made to shareholders.
(m) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of options or the rights attaching to the options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

Page 38 of 42

Annexure C

Terms and Conditions of Options

(a) Each option entitles the holder to subscribe for 1 fully paid ordinary share in the Company.
(b) Subject to paragraph (c) and (d), on 1 February each year prior to the Expiry Date, 500,000 options will immediately vest in the holder.
(c) Vesting of the options is subject to the holder of the options continuing to be employed as an employee of the Company on the vesting date.
(d) Despite any other paragraph of these terms, all options will immediately vest in the holder on the occurrence of either of the following events:
(i) the offer under a takeover bid or announcement acquires (unconditionally) in excess of 50% of the issued voting shares of the Company; or
(ii) as a result of the approval of one or more schemes of arrangement any person who is not at the date of issue of the options in control of the Company acquires in excess of 50% of the issued voting shares of the Company.
(e) Each option may be exercised at the lesser of 10 cents and the price equal to the volume weighted average price of ordinary shares in the Company traded on ASX during the 30 trading days prior to the date of grant of the options to the holder at any time during the period commencing on the date the options vest pursuant to paragraph 2 or 3 of these terms and ending at 5:00 pm (Sydney, NSW time) on the date 4 years following that date ( Expiry Date ) by completing the option exercise form and delivering it to the registered office of the Company. Any option that has not been exercised prior to the Expiry Date automatically lapses.
(f) An option automatically lapses if:
(i) it has not been exercised prior to the Expiry Date; or
(ii) the holder’s employment with the Company is terminated for any one or more of the following reasons:
(iii) the holder is guilty of serious misconduct or dishonesty;
(iv) the holder commits any serious or persistent breach of any of the provisions of the holder’s employment agreement with the Company;
(v) in the reasonable opinion of the Company, the holder materially or persistently fails or neglects to perform or carry out the holder’s duties under the holder’s employment agreement with the Company;
(vi) the holder refuses or neglects to comply with any lawful and reasonable order given to the holder by the Company or any other person duly authorised by the Company;
(vii) the holder becomes bankrupt or suspends payment or compounds with or assigns the holder’s estate for the benefit of the holder’s creditors;
(viii) the holder is continually and repeatedly absent from the holder’s employment during normal working hours for reasons other than annual leave, leave arising from sickness or disability or other absences that are approved by the Company;
(ix) the holder has provided the Company with information about the holder’s qualifications, experience, character or reputation which is misleading or was intended to be false or misleading; or
(x) the holder is convicted of any serious criminal offence.
(g) An exercise of only some options will not affect the rights of the holder under the balance of the options held by him or her as appropriate
(h) The Company will not apply for official quotation on ASX of the options.
(i) The options are non-transferable and may not be sold, assigned, transferred or otherwise dealt with in any way.

Page 39 of 42

(j) Shares issued upon the exercise of options will rank pari passu with the Company’s fully paid ordinary shares and will have the same voting and other rights as the existing shares of the Company, which are set out in the Company's Constitution, ASX Listing Rules and the Corporations Act.
(k) The Company will apply for official quotation by ASX of all shares issued upon exercise of options, subject to any restriction obligations imposed by ASX.
(l) The options will not give any right to participate in dividends until shares are issued pursuant to the exercise of the relevant options.
(m) There are no participation rights or entitlements inherent in the options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the options. The Company will ensure that holders will be allowed at least seven business days notice to allow for the conversion of options prior to the record date in relation to any offers of securities made to shareholders.
(n) In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of options or the rights attaching to the options or both shall be reconstructed in accordance with the ASX Listing Rules applying to a reorganisation of capital at the time of the reconstruction.

Page 40 of 42

Prima Biomed Limited

==> picture [319 x 83] intentionally omitted <==

ABN 90 009 237 889

FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

FACSIMILE

+61 2 9290 9655

Name and Address

ALL CORRESPONDENCE TO: Registries Limited GPO Box 3993, Sydney NSW 2001 Australia

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 11.00AM WEDNESDAY 24 NOVEMBER 2010

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

STEP 3 Sign the Form

The form must be signed

In the spaces provided you must sign this form as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

Please indicate the office held by signing in the appropriate place.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 11.00am on Friday, 26 November 2010. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

(b) return both forms together in the same envelope.

STEP 2 Voting Directions to your Proxy

BY FAX + 61 (0)2 9290 9655 IN PERSON Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist with registration

Page 41 of 42

S number

Prima Biomed Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Prima Biomed Ltd and entitled to attend and vote hereby appoint

the Chairman of OR the Meeting (mark with an ‘X’)

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Prima Biomed Ltd to be held at the Union Club, 25 Bent Street Sydney NSW 2000 on Friday, 26th November 2010 at 11.00am and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

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

STEP 2 - Voting directions to your Proxy - Please mark � to indicate your directions

Ordinary Business	For	Against	Abstain
Resolution 1. Non-binding resolution to adopt Remuneration Report	�	�	�
Resolution 2 Election of Director – Martin Rogers	�	�	�
Resolution 3 Election of Director – Albert Yue-Ling Wong	�	�	�
Resolution 4 Election of Director – Dr Neil Frazer	�	�	�
Resolution 5 Election of Director – Lucy Turnbull	�	�	�
Resolution 6 Re-election of Director – Dr Richard Hammel	�	�	�
Resolution 7 Approval of theprior issue of shares and unlisted options to SpringTree Special Opportunities	�	�	�
Resolution 8 Approval of the issue of shares and unlisted options to SpringTree Opportunities Fund, LP	�	�	�
Resolution 9 Approval of theprior issue of unlisted options to Lost Ark Nominees Pty Ltd	�	�	�
Resolution 10 Approval of theprior issue of shares to David Young	�	�	�
Resolution 11 Approval of Non-Executive Directors remuneration	�	�	�
Resolution 12 Issue of options toprofessional investor(s)	�	�	�
Resolution 13 Issue of options to Martin Rogers	�	�	�
Resolution 14 Issue of shares and options to Albert Yue-Ling Wong	�	�	�
Resolution 15 Issue of options to Dr Neil Frazer	�	�	�
Resolution 16 Issue of options to Lucy Turnbull	�	�	�
Resolution 17 Issue of options to Dr Richard Hammel	�	�	�
Resolution 18 Amendment of Constitution	�	�	�

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 - PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

==> picture [151 x 32] intentionally omitted <==

----- Start of picture text -----

Securityholder 3
----- End of picture text -----

==> picture [98 x 9] intentionally omitted <==

----- Start of picture text -----

Director/Company Secretary
----- End of picture text -----

Contact Name ……………………………….……................

Contact Daytime Telephone ……………………..……....………......

Date / /2010

Page 42 of 42

AI assistant

IMMUTEP LIMITED — AGM Information 2010

65122_rns_2010-10-27_2abb2828-8559-41fe-af68-4803c860fa80.pdf

NOTICE OF 2010 ANNUAL GENERAL MEETING

Prima Biomed Limited

ACN 009 237 889

NOTICE OF 2010 ANNUAL GENERAL MEETING

BUSINESS

2010 Annual Financial Report

NON-BINDING RESOLUTION

Resolution 1: Non-binding resolution to adopt Remuneration Report

ORDINARY RESOLUTIONS

Resolution 2: Election of Director – Martin Rogers

Resolution 3: Election of Director – Albert Yue-Ling Wong

Resolution 4: Election of Director – Dr Neil Frazer

Resolution 5: Election of Director – Lucy Turnbull

Resolution 6: Re-election of Director – Dr. Richard Hammel

Resolution 7: Approval of the prior issue of shares and unlisted options to SpringTree Special Opportunities Fund, LP

Voting Exclusion Statement

Resolution 8: Approval of the issue of shares and unlisted options to SpringTree Special Opportunities Fund, LP

Voting Exclusion Statement

Resolution 9: Approval of the prior issue of unlisted options to Lost Ark Nominees Pty Ltd

Voting Exclusion Statement

Resolution 10: Approval of the prior issue of shares to David Young

Voting Exclusion Statement

Resolution 11: Non-Executive Directors Remuneration

Voting Exclusion Statement

Resolution 12: Approval of the issue of options to professional investor(s)

Voting Exclusion Statement

Resolution 13: Issue of Options to Martin Rogers

Voting Exclusion Statement

Resolution 14: Issue of Shares and Options to Albert Yue-Ling Wong

Voting Exclusion Statement

Resolution 15: Issue of Options to Dr Neil Frazer

Voting Exclusion Statement

Resolution 16: Issue of Options to Lucy Turnbull

Voting Exclusion Statement

Resolution 17: Issue of Options to Dr Richard Hammel

Voting Exclusion Statement

SPECIAL RESOLUTIONS

Resolution 18: Amendment of Constitution

Prima Biomed Limited

ACN 009 237 889

EXPLANATORY NOTES TO NOTICE OF 2010 ANNUAL GENERAL MEETING

BUSINESS

2010 Annual Financial Report

NON-BINDING RESOLUTION

Resolution 1: Non-binding resolution to adopt Remuneration Report

ORDINARY RESOLUTIONS

Resolution 2: Election of Director – Martin Rogers

Resolution 3: Election of Director – Albert Yue-Ling Wong

Resolution 4: Election of Director – Dr Neil Frazer

Resolution 5: Election of Director – Lucy Turnbull

Resolution 6: Re-election of Director – Dr. Richard Hammel

Resolution 7: Approval of the prior issue of shares and unlisted options to SpringTree Special Opportunities Fund, LP

7.1 General

7.2 ASX Listing Rule 7.4

7.3 Technical Information required by ASX Listing Rule 7.5

7.4 Director’s Recommendation

Resolution 8: Approval of shares and unlisted options to SpringTree Special Opportunities Fund, LP

8.1 General

8.2 ASX Listing Rule 7.1

8.3 Technical Information required by ASX Listing Rule 7.3

8.4 Director’s Recommendation

Resolution 9: Approval of the prior issue of unlisted options to Lost Ark Nominees Pty Ltd

9.1 General

9.2 ASX Listing Rule 7.4

9.3 Technical Information required by ASX Listing Rule 7.5

9.4 Director’s Recommendation

Resolution 10: Approval of the prior issue of shares to David Young

10.1 General

10.2 ASX Listing Rule 7.4

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

10.3 Technical Information required by ASX Listing Rule 7.5

10.4 Director’s Recommendation

Resolution 11: Non-Executive Director’s Remuneration

Director’s Recommendation

Resolution 12: Approval of the issue of options to professional investor(s)

12.1 General

12.2 ASX Listing Rule 7.1

IMMUTEP LIMITED AGM Information 2010