IMMUTEP LIMITED — AGM Information 2011

Sep 29, 2011

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ACN 009 237 889

NOTICE OF 2011 ANNUAL GENERAL MEETING

Including Explanatory Notes and Proxy Form

To be held on: Thursday, 3 November 2011

10.30am (AEST) (registration commencing at 10.00am)

At:

Radisson Blu Plaza Hotel Sydney, 27 O’Connell 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.

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Prima BioMed Limited

ACN 009 237 889

NOTICE OF 2011 ANNUAL GENERAL MEETING

Notice is hereby given that the 2011 Annual General Meeting of Prima BioMed Limited ACN 009 237 889 (“the Company”) will be held at Radisson Blu Plaza Hotel Sydney, 27 O’Connell St, Sydney, NSW, 2000, Australia on Thursday, 3 November 2011 at 10.30 am (AEST) for the purposes of transacting the following business.

The Explanatory Notes and Proxy Form accompanying this Notice of 2011 Annual General Meeting are hereby incorporated in and comprise part of this Notice of 2011 Annual General Meeting.

BUSINESS

2011 Annual Financial Report

To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2011, 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) and for all other purposes, the 2011 Remuneration Report as published in the Directors’ Report of the Annual Financial Report of the Company for the year ended 30 June 2011 be adopted.”

Further details in respect of Resolution 1 are set out in the Explanatory Notes accompanying this Notice of 2011 Annual General Meeting.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 1 by:

• (a) a member of the key management personnel for the Company or its subsidiaries whose remuneration details are included in the Remuneration Report (or a closely related party of that person), unless that person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1 and the vote is not cast on behalf of a member of the key management personnel for the Company or its subsidiaries whose remuneration details are included in the Remuneration Report (or a closely related party of that person); and

• (b) a member of the key management personnel for the Company or its subsidiaries whose remuneration details are not included in the Remuneration Report (or a closely related party of that person) that is appointed as a proxy where the proxy appointment does not specify the way the proxy is to vote on Resolution 1, unless the proxy is the Chairman of the meeting at which Resolution 1 is voted on and the proxy appointment expressly authorises the Chairman to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company or its subsidiaries.

ORDINARY RESOLUTIONS

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

Resolution 2: 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 2 are set out in the Explanatory Notes accompanying this Notice of 2011 Annual General Meeting.

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Resolution 3: Approval of the prior issue of shares and a convertible security to SpringTree Global 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 6,209,638 fully paid ordinary shares in the Company, and a convertible security (which was converted into 6,281,408 Shares in the Company), to SpringTree Global Opportunities Fund, LP in repayment of amounts advanced under the Deed of Amendment and Termination between the Company and SpringTree Global Opportunities Fund, LP dated 10 January 2011 on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of 2011 Annual General Meeting.

Voting Exclusion Statement

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

(a) SpringTree Global Opportunities Fund, LP; and

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

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

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

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

Resolution 4: Approval of the prior issue of shares under the Placement

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, approval is given for the prior issue of 75,000,000 fully paid ordinary shares in the Company under a placement to institutional and sophisticated investors nominated by Deutsche Bank AG, Sydney Branch and Ord Minnett Limited on the terms and conditions set out in the Explanatory Notes accompanying this Notice.”

Further details in respect of Resolution 4 are set out in the Explanatory Notes accompanying this Notice of 2011 Annual General Meeting.

Voting Exclusion Statement

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

• (a) any person who participated in the issue; and

• (b) any associate of any such person.

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

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

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

Resolution 5: Change of Auditor

“That PricewaterhouseCoopers, Chartered Accountants, having been nominated for appointment as auditor of the Company and its controlled entities and having consented in writing to so act, be appointed auditor with such appointment to take effect from the later of the passing of this resolution and the time at which the resignation of MDHC Audit Assurance as auditor takes effect”.

Further details in respect of Resolution 5 are set out in the Explanatory Notes accompanying this Notice of 2011 Annual General Meeting.

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Resolution 6: Adoption of new Global Employee Share Option Plan

• “That, for the purposes of Exception 9 of ASX Listing Rule 7.2 and for all other purposes, approval is given for the Company to issue options to subscribe for fully paid ordinary shares in the Company to eligible employees under its Employee Share Option Plan on the terms and conditions set out in the Explanatory Notes accompanying this Notice”

Further details in respect of Resolution 6 are set out in the Explanatory Notes accompanying this Notice of 2011 Annual General Meeting.

PROXIES

Appointing a proxy

Members are entitled to appoint up to two proxies to act generally at the 2011 Annual General Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a Member. A personalised Proxy Form is attached to this Notice of 2011 Annual General Meeting.

Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the member. If no number or proportion of votes is specified, each proxy may exercise half of the member’s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the 2011 Annual General Meeting.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by making the appropriate boxes on the Proxy Form.

Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by 10.30am on 1 November 2011:

• by mail to Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney, NSW, 2000,2001;

• personally to Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney, NSW, 2000; or

• by facsimile to + 61 (0)2 9279 0664.

Further instructions are on the reverse of the Proxy Form.

Undirected proxies

Where permitted, the Chairman of the 2011 Annual General Meeting will vote undirected proxies in favour of all items of business. This includes Resolution 1 on the basis that the Proxy Form expressly authorises the Chairman to vote undirected proxies even if the resolution is connected directly or indirectly with the remuneration of a Director. Accordingly, if you want to vote against any of the items of business, you should direct your proxy how to vote in respect of that resolution.

If you appoint a Director (other than the Chairman of the meeting), or any of the Company’s other key management personnel or a closely related party of that person, as your proxy and do not direct your proxy how to vote on Resolution 1, the proxy will not be permitted to vote your proxy on that resolution. Accordingly, if you want your vote to be counted on that resolution, you should direct your proxy how to vote in respect of it .

Corporate representatives

A corporation which is a member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the 2011 Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the 2011 Annual General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.

VOTING EXCLUSION

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the Proxy Form or it is cast by the person chairing the 2011 Annual General Meeting as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

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ENTITLEMENT TO ATTEND AND VOTE AT THE 2011 ANNUAL GENERAL MEETING

All members may attend the 2011 Annual General Meeting. The Directors have determined that for the purposes of voting at the meeting, shares will be taken to be held by the persons who are registered as the holders of those shares as at 7pm (AEST) on 1 November 2011.

Dated: 28 September 2011

By the order of the Board

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Ian Bangs Company Secretary

The accompanying Explanatory Notes and Proxy Form including Voting Instructions form part of this Notice of 2011 Annual General Meeting.

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Prima BioMed Limited

ACN 009 237 889

EXPLANATORY NOTES TO NOTICE OF 2011 ANNUAL GENERAL MEETING

These Explanatory Notes accompany and form part of the Prima BioMed Ltd Notice of 2011 Annual General Meeting to be held on Thursday, 3 November 2011 at 10.30 am. The Notice of 2011 Annual General Meeting should be read together with these Notes.

BUSINESS

2011 Annual Financial Report

To receive and consider the Annual Financial Report of the Company for the year ended 30 June 2011, 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

1.1 General

Pursuant to section 250R(2) of the Corporations Act, at the 2011 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 2011.

The Remuneration Report is contained within the 2011 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) 2 9276 1224.

1.2 Voting exclusion statement

For the purposes of the voting exclusion statement:

• (a) the 'key management personnel for the Company and its subsidiaries are those persons having authority and responsibility for planning, directing and controlling the activities of the Company and its subsidiaries either directly or indirectly. It includes all Directors (executive and non-executive) and selected members of the global management team reporting to the Board. The key management personnel for the Company and its subsidiaries during the year ended 30 June 2011 are listed in the Annual Financial Report of the Company; and

• (b) a 'closely related party' of a member of the key management personnel for the Company and its subsidiaries means: (i) a spouse or child of the member; (ii) a child of the member’s spouse; (iii) a dependant of the member or of the member’s spouse; (iv) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

• (v) a company the member controls.

The Company will also apply these voting exclusions to persons appointed as attorney by a member to attend and vote at the meeting under a power of attorney – on the basis that references to persons attending and

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voting as proxy are read as references to persons attending and voting as attorney and references to an instrument under which the proxy is appointed are read as references to the power of attorney under which the attorney is appointed.

1.3 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 1.

ORDINARY RESOLUTIONS

Resolution 2: Re-election of Director – Dr. Richard Hammel

2.1 General

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) may retain office past the third annual general meeting following the Director’s appointment or three years, whichever is the longer, without submitting himself or herself for re-election, and in the event that no Director is required to submit himself or herself for re-election, 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 30 years expertise in commercialisation and licensing in emerging and developing biotechnology companies.

2.2 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 2.

Resolution 3: Approval of the prior issue of shares and a convertible security to SpringTree Global Opportunities Fund, LP

3.1 General

As previously announced on 10 January 2011, the Company and SpringTree Special Global Opportunities Fund, LP) ( SpringTree ) mutually agreed to an early termination of the convertible loan funding agreement entered into by the parties on 20 July 2009, and this was effected by the Company and SpringTree entering into a Deed of Amendment and Termination ( Deed ). Pursuant to the Deed, SpringTree provided an additional one-off investment of $2,500,000 in the Company as follows:

• (a) $1,250,000 was advanced by SpringTree to the Company on 10 January 2011 and on 10 January 2011 the Company issued to SpringTree in repayment of that amount 6,209,638 fully paid ordinary shares ( Shares ) at $0.2013 per Share; and

• (b) $1,250,000 was advanced by SpringTree to the Company on 10 January and on 10 January 2011 the Company issued a convertible security, which was subsequently converted by SpringTree:

• (i) on 24 February 2011 into 3,140,704 Shares at $0.199 per Share; and

• (c) on 3 March 2011 into 3,140,704 Shares at $0.199 per Share,

( Convertible Security ).

The proceeds of the additional investment from SpringTree are being used by the Company for working capital purposes.

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3.2 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 3 is approved, the Shares and Convertible Security issued by the Company to SpringTree pursuant to the Deed (and the Shares issued on conversion of the Convertible Security issued pursuant to the Deed) 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 accordingly be refreshed.

3.3 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 3

6,209,638 Shares

1 Convertible Security, which was converted by SpringTree into 6,281,408 Shares

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

• (i) 6,209,638 Shares were issued at $0.2013 per Share;

(ii) the Convertible Security was issued for nil consideration, and 6,281,408 Shares were issued on conversion of the Convertible Security at $0.199 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.

The Convertible Security was converted into 6,281,408 Shares at $0.199 per Share.

• (d) ASX Listing Rule 7.5: Name of allottee

All Shares and the Convertible Security (and the Shares issued on conversion of the Convertible Security) were issued to SpringTree Global 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 and the Convertible Security (and the Shares issued on conversion of the Convertible Security) will be used to provide funding to the Company for working capital purposes.

• (f) ASX Listing Rule 7.5.6: Voting Exclusion Statement

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

3.4 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 3.

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• Resolution 4: Approval of the prior issue of shares under the Placement

4.1 General

As previously announced on 26 May 2011, the Company successfully completed on that date the placement of 75,000,000 Shares at $0.28 per Share to raise $21,000,000 before costs. Joint lead managers and joint bookrunners for the placement were Deutsche Bank AG, Sydney Branch, and Ord Minnett Limited.

The proceeds of the placement will be used by the Company for its ongoing testing and development of the CVac[TM] immunotherapy ovarian cancer vaccine, including its Phase III clinical trials, and also to provide working capital for the Company.

4.2 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 4 is approved, the Shares issued by the Company pursuant to the placement 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 accordingly be refreshed.

4.3 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 4

75,000,000 Shares

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

$0.28 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: Name of allottee

The Shares were issued to institutional and sophisticated investors nominated by Deutsche Bank AG, Sydney Branch and Ord Minnett Limited.

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

The funds raised from the issue of the Shares will be used by the Company for its ongoing testing and development of the CVac[TM] immunotherapy ovarian cancer vaccine, including its Phase III clinical trials, and also to provide working capital for the Company.

• (f) ASX Listing Rule 7.5.6: Voting Exclusion Statement

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

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4.4 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 4.

Resolution 5: Change of Auditor

5.1 General

With the growth in the market capitalisation of the Company, and the consequential establishment of subsidiaries in Germany, the USA and the United Arab Emirates to support the Phase III Clinical Trials, the Directors have decided that this is an ideal opportunity to review its auditor, noting that there are no disputes between the Company and MHDC Audit Assurance ( MHDC ), nor any other circumstances connected with MHDC ceasing to hold office.

PricewaterhouseCoopers ( PwC ), Sydney office, has been selected by the Directors as the preferred firm to take over as auditor. Following completion of the selection process:

• (a) MHDC has tendered its resignation as auditor to Prima BioMed Ltd and its controlled entities and has advised the Company that they have applied to the Australian Securities and Investments Commission (ASIC) for consent to resign effective 3 November 2011. The Company’s expectation is that ASIC’s consent will be received prior to the date of the AGM;

• (b) the Company has received a notice from Ian Edward Bangs, being a member of the Company, nominating PwC as the new auditor of the Company; and

• (c) the Company has received consent in writing from PwC to act as auditor of the Company and its controlled entities.

In accordance with section 328B of the Corporations Act, a copy of the notice of nomination of PwC received by the Company from Ian Edward Bangs is attached as Annexure A.

5.2 Director’s Recommendation

If ASIC consents to MHDC’s resignation as the Company’s auditor, the Board recommends that members vote in favour of Resolution 5. If ASIC does not consent to MHDC’s resignation as Company’s auditor, or such consent is not received as at the date of the meeting, MHDC will continue as the Company’s auditor and Resolution 5 will not be put to the meeting.

Resolution 6: Adoption of new Global Employee Share Option Plan

6.1 General

The Company wishes to establish a global employee share option plan ( Plan ) to provide an incentive for eligible employees to remain in their employment and attract, reward, retain and motivate new employees. The Plan will be administered by the Board.

The Board believe that the Plan is an important initiative of the Company, aimed at further enhancing relationships between the Company and its employees for their long-term mutual benefit. In particular, the Board considers the Plan will develop and increase its employees level of commitment to the Company by more closely aligning the personal objectives of employees with the objectives of the Company.

6.2 ASX Listing Rule 7.2

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.

Exception 9 of ASX Listing Rule 7.2 provides that ASX Listing Rule 7.1 will not apply in respect of an employee incentive scheme if within 3 years before the date of issue, one of the following occurred:

• (a) in the case of a scheme established before the entity was listed, a summary of the terms of the scheme were set out in the prospectus, product disclosure statement or information memorandum; or

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• (b) holders of ordinary securities have approved the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 6 is approved, any Options granted by the Company pursuant to the Plan may be treated by the Company as having been made with approval under ASX Listing Rule 7.2 Exception 9 with the effect that the Company’s 15% issuing capacity under ASX Listing Rule 7.1 will not be affected by the grant of any Options under the Plan.

6.3 Technical Information required by ASX Listing Rule 7.2

In compliance with Exception 9 of ASX Listing Rule 7.2, the following information is provided:

• (a) Summary of the material terms of the Plan

• (i) The Plan will be administered by the Board.

• (ii) The Board will have full discretion to grant options under the Plan on such terms and conditions as the Board determines, including imposing appropriate vesting conditions on the grant of the options.

• (iii) Only eligible employees will be able to participate in the Plan. Directors of the Company will not be eligible to participate in the Plan.

• (iv) The exercise price of an option will be determined by the Directors, but must not be less than 150% of the volume weighted average price of Shares traded on ASX during the seven day period immediately prior to and including the date of grant of the option.

• (v) Options will expire on the date three years after their grant date.

• (vi) The options will vest not less than 12 months following their grant date, or such other period as may be determined by the Board in its absolute discretion from time to time;

• (vii) The Board may in its discretion bring forward the vesting date of all options to a date determined by the board:

  • (A) if a participant’s employment with the Company terminates as a result of total and permanent disablement;

  • (B) if a participant dies;

  • (C) on the retirement of the participant after the Participant has reached the age of 55 years;

  • (D) on the termination of the participant’s employment with the Company as a result of redundancy.

(viii) The maximum number of options that may be granted under the Plan is 20,000,000.

• (ix) The Board may suspend or terminate the operation of the Plan at any time.

• (b) Number of securities issued under the scheme since the date of last approval

Nil.

• (c) Voting Exclusion Statement

No Director is entitled to participate in the Plan. Therefore no Voting Exclusion Statement is required.

6.4 Directors’ Recommendation

The Board recommends that members vote in favour of Resolution 6.

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Annexure A

Nomination under section 328B of the Corporations Act

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Prima BioMed Limited

ABN 90 009 237 889

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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:

Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Members sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 10.30AM TUESDAY, 1 NOVEMBER 2011

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 member of the Company. Do not write the name of the issuer company or the registered member in the space.

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 provide evidence of his or her appointment by providing an “Appointment of Corporate Representative” form prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s Share Registry.

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 Share 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.

Accordingly, if you wish to vote against any of the items of business, you should direct your proxy how to vote in respect of that resolution.

If you appoint a Director (other than the Chairman of the meeting), or any of the Company’s other key management personnel or a closely related party of that person, as your proxy and you do not direct your proxy how to vote on Resolution 1, the proxy will not be permitted to vote your proxy on that resolution. Accordingly, if you want your vote to be counted on that resolution, you should direct your proxy how to vote in respect of it.

STEP 3 Sign the Form

The form must be signed as follows :

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

Joint Holding : where the holding is in more than one name, all the members 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.

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.

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 10.30 am on Thursday 3 November 2011.. 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:

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

STEP 2 Voting Directions to your Proxy

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 unless you have appointed a Director, or any of the Company’s other key management personnel or a closely related party of that person, as your proxy. If you mark more than one box on an item your vote on that item will be invalid.

BY MAIL - Share Registry – Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 Australia

BY FAX - + 61 2 9290 9655

IN PERSON - Share Registry – Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

Attending the Meeting

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

Where permitted, the Chairman of the meeting will vote undirected proxies in favour of all items of business. This includes Resolution 1 on the basis that the Proxy Form expressly authorises the Chairman to vote all undirected proxies even if the resolution is connected directly or indirectly with the remuneration of a Director.

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Prima BioMed Limited

## ## **STEP 1 - Appointment of Proxy** I/We being a member/s of **Prima BioMed Limited** and entitled to attend and vote hereby appoint the Chairman of the Meeting **OR** (mark with an ‘X’) **==> picture [189 x 36] intentionally omitted <==** 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 Radisson Blu Plaza Hotel Sydney, 27 O’Connell St, Sydney, NSW, 2000, Australia on Thursday, 3[rd ] November 2011 at 10.30am** 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 unless I/we have appointed a Director, or any of the Company’s other key management personnel or a closely related party of that person, as our proxy. If the Chairman of the meeting is appointed as your proxy or may be appointed by default, and you do not wish to direct your proxy how to vote, please mark this box. _By marking this box, you acknowledge that the Chairman of the meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman of the meeting for those resolutions, other than as proxy holder, will be disregarded because of that interest._ _**The Chairman will vote all undirected proxies in favour of the resolutions on which the Chairman is permitted to vote, including Resolution 1** ._ _**Accordingly, if you want to vote against any of the resolutions, you should direct your proxy how to vote.** If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on a resolution if the Chairman 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. Accordingly, if you want your vote to be counted in respect of a resolution, you should direct your proxy how to vote in respect of it._ ## **STEP 2 - Voting directions to your Proxy – please mark**  **to indicate your directions** |**STEP 2 - Voting directions to your Proxy – please mark****to indicate your**|**STEP 2 - Voting directions to your Proxy – please mark****to indicate your**|**directio**|**directio**|**directio**|**ns**|**ns**|**ns**|||| |---|---|---|---|---|---|---|---|---|---|---| |
**Ordinary Business**||
**For**|||
**Against**|||**Abstain***||| |Resolution 1|**Non-binding resolution to adopt Remuneration Report**|||||||||| |Resolution 2|**Election of Director – Dr Richard Hammel**|||||||||| |Resolution 3|**Approval of the prior issue of shares and convertible security to**
**SpringTree Global Opportunities Fund, LP**|||||||||| |||||||||||| |||||||||||| |Resolution 4|**Approval of the prior issue of shares under the Placement**|||||||||| |Resolution 5|**Change of Auditor**|||||||||| |Resolution 6|**Adoption of new Global Employee Share option Plan**|||||||||| *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. **==> picture [469 x 21] intentionally omitted <==** **----- Start of picture text -----**
STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be
implemented.
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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2011
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