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IMMUTEP LIMITED Capital/Financing Update 2007

Oct 29, 2007

65122_rns_2007-10-29_5588111e-c45e-43b8-938d-474e55c3d574.pdf

Capital/Financing Update

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ENTITLEMENT and ACCEPTANCE APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCKBROKER OR LICENSED PROFESSIONAL ADVISER .

PRIMA BIOMED LIMITED

ACN 009 237 889

REGISTERED OFFICE: Suite1, 1233 High Street ARMADALE VIC 3143 AUSTRALIA

«HOLDER_NAME___» «ADDRESS_LINE_1__» «ADDRESS_LINE_2__» «ADDRESS_LINE_3__» «ADDRESS_LINE_4__» «ADDRESS_LINE_5__»

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd All Correspondence to : PO BOX 535, APPLECROSS WA 6953 770 Canning Highway, APPLECROSS WA 6153 Telephone: (08) 9315 2333 Facsimile: (08) 9315 2233 Email: [email protected]

Holder Number: «HOLDER_NO_» Entitlement No: «REF_NO» «HOLDER_TYPE______»

Shareholding at 5.00pm Entitlement to Shares Amount payable on WST on 1:2 acceptance @ $0.02 30 October 2007 per Share «SECURITIES» «ENTITLEMENT» «AMOUNT»

A NON-RENOUNCEABLE ISSUE OF APPROXIMATELY 99,026,000 NEW SHARES AT A PRICE OF $0.02 EACH ON THE BASIS OF ONE (1) NEW SHARE FOR EVERY TWO (2) FULLY PAID ORDINARY SHARES HELD.

To the Directors,

PRIMA BIOMED LIMITED

(1) I/We the abovenamed being registered on 30 October 2007 (at 5.00pm Australian WST) as the holder(s) of ordinary shares in your Company hereby accept and apply for the undermentioned New Shares issued in accordance with the terms of the Offer Document accompanying this form.

TO BE COMPLETED BY
SHAREHOLDER
NO OF NEW SHARES
ACCEPTED/APPLIED FOR
@ $0.02 PER
SHARE
AMOUNT ENCLOSED
Entitlement or part thereof $0.02 AUD$

(2) I/We enclose my/our cheque made payable to PRIMA BIOMED LIMITED , for the amount shown being payment at the rate of $0.02 per Share applied for.

(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the number of Shares allotted to me/us and (4) I/We agree to be bound by the Constitution of the Company.

(5) If any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the directors as to whether to accept this form, and how to construe, amend or complete it shall be final.

(6) My/Our contact details in case of enquiries are: Telephone Area Code

Facsimile Area Code

Contact Name: __________

Email:

NOTE: Only cheques and/or bank drafts in Australian currency and drawn on and payable by a bank within Australia should be sent, made payable to PRIMA BIOMED LIMITED crossed Not Negotiable and forwarded to Security Transfer Registrars Pty Ltd, PO Box 535, APPLECROSS WA 6953 together with this Entitlement and Acceptance Form to arrive:

NO LATER THAN 5.00PM WST ON 19 NOVEMBER 2007

DECLARATION

By lodging this application form and a cheque for the application money the applicant hereby:

  • a) applies for the number of Shares specified in the application form or such lesser number as may be allocated by the directors;

  • b) agrees to be bound by the Constitution of the Company;

  • c) authorises the directors to complete or amend this application form where necessary to correct any errors or omissions;

  • d) authorises the Company to send the applicant a substituted application form (if this application form ceases to be current) to the applicant’s email address set out in this application; and

  • e) declares that the applicant has received a full and unaltered version of the Offer Document either in an electronic or paper format.

THIS FORM DOES NOT REQUIRE SIGNING UNLESS YOU WISH TO CHANGE YOUR ADDRESS. Please complete ONLY if your ISSUER SPONSORED address is INCORRECT .

NEW ADDRESS: (CHESS HOLDERS CAN ONLY AMEND THEIR ADDRESS BY ADVISING THEIR SPONSORING BROKER) BLOCK

LETTERS PLEASE Your Signature/s ........................................................ .......................................................

RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE SECURITIES BEING OFFERED

THIS ISSUE CLOSES 5.00PM WST ON 19 NOVEMBER 2007

PRIMA BIOMED LIMITED

RIGHTS ISSUE OFFER

1. INTRODUCTION

Prima Biomed Limited ("Prima") is making a non-renounceable pro-rata offer of shares to shareholders of Prima to raise approximately A$1.98 million ("the Offer").

This is an important document and requires your immediate attention. It should be read in its entirety.

The Offer is being made under section 708AA of the Corporations Act. This document is not a prospectus and does not contain all of the information that would ordinarily be contained in a prospectus.

Shareholders should be aware that investment in Prima involves risks, which may be higher than or different to risks associated with investments in other companies. Investors should consider the investment in Prima speculative. If you are in doubt what to do or whether to accept the Offer you should consult your stockbroker, accountant, solicitor or other professional adviser without delay.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by Prima in connection with the Offer.

2. DETAILS OF OFFER

2.1 Offer

Prima is making a non-renounceable pro-rata offer of shares each at an issue price of $0.02 to persons registered as the holder of shares on the Record Date ("Eligible Shareholders" ) on the basis of one share for every two shares held at the Record Date . Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a share, such fraction will be rounded down to the nearest whole share. The Offer is fully underwritten by RM Capital Pty Ltd ("the Underwriter"). RM Capital will receive a management fee of 1% of all monies raised pursuant to the rights offer. RM Capital will also receive a lodgement fee of 5% of all monies raised pursuant to the pro-rata offer, which may be passed on in whole or in part to other AFS licensees.

Prima will accept Entitlement and Acceptance Forms until 5.00 pm WST on the Closing Date in the timetable below or such other date as the directors in consultation with the Underwriter (but otherwise their absolute discretion) shall determine, subject to the requirements of the ASX Listing Rules.

Your entitlement is shown on the Entitlement and Acceptance Form accompanying this Offer. You may accept the Offer only by applying for shares on a personalised Entitlement and Acceptance Form sent with this Offer Document.

Acceptances must not exceed your entitlement as shown on the Entitlement and Acceptance Form, although you may accept for all or only part of your entitlement. If your acceptance exceeds your entitlement, acceptance will be deemed to be for your maximum entitlement and any surplus application monies will be returned to you.

Acceptance of a completed Entitlement and Acceptance Form by Prima creates a legally binding contract between the applicant and Prima for the number of shares accepted or deemed to be accepted by the applicant. The Entitlement and Acceptance Form does not need to be signed by the applicant to be legally binding. The Offer and contract formed on acceptance are governed by the applicable law of Victoria.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The directors’ decision, in conjunction with the Underwriter, as to whether to treat the

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acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

It is the responsibility of applicants to determine their allocation prior to trading in the shares. Applicants who sell shares before they receive their holding statements will do so at their own risk.

2.2 Timetable

Timetable
Lodgement of Appendix 3B 22 October 2007
Existing shares quoted on an ‘ex’ basis and Rights trading
commences
24 October 2007
Record Date 30 October 2007
Dispatch of Offer Document and Entitlement and Acceptance Form 2 November 2007
Closing Date* 19 November 2007
Shares quoted on deferred settlement basis 22 November 2007
Notification of shortfall 22 November 2007
Anticipated date for the issue of the shares and dispatch of holding
statements
27 November 2007

* Subject to the Listing Rules of ASX, the directors in consultation with the Underwriter reserve the right to extend the Closing Date for the Offer. Any extension of the Closing Date will have a consequential effect on the anticipated date for issue of the shares.

2.3 Shortfall shares

If the Offer is not fully subscribed the shares that have not been taken up by members will be issued to underwriters and/or sub-underwriters.

2.4 ASX quotation and Deferred Settlement Trading

Application will be made to ASX for the official quotation of the shares to be issued under the Offer. If permission is not granted by ASX for the official quotation of the shares to be issued under the Offer, Prima will repay, as soon as practicable, without interest, all application monies received pursuant to the Offer.

There will be no trading of shares on a deferred settlement basis. Trading of the shares will, subject to ASX approval, occur on or about the date specified in the Timetable.

2.5

Taxation implications

The directors do not consider it appropriate to give shareholders advice regarding the taxation consequences of subscribing for shares under this Offer Document. Prima, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to shareholders. As a result, shareholders should consult their professional tax adviser in connection with subscribing for shares under this Offer Document.

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2.6 Overseas shareholders

No offer will be made to shareholders resident outside Australia and New Zealand where to do so is prohibited by the laws of that place.

This Offer Document and accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document. The distribution of this Offer Document in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Offer Document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

2.7 Privacy

Prima collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant’s security holding in Prima.

By submitting an Entitlement and Acceptance Form, each applicant agrees that Prima may use the information provided by an applicant on the Entitlement and Acceptance Form for the purposes in this privacy disclosure statement and may disclose it for those purposes to the share registry, Prima’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, Prima may not be able to accept or process your application.

An applicant has a right to gain access to the information that Prima holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to Prima’s registered office.

2.8 Enquiries

Enquiries concerning the Entitlement and Acceptance Form can be obtained by contacting Security Transfer Registrars Pty Ltd by telephone on (08) 9315 2333 or by facsimile: on (08) 9315 2233. The addresses for Security Transfer Registrars Pty Ltd are:

By delivery: Security Transfer Registrars Pty Ltd, 770 Canning Highway, Applecross, Perth WA 6153

By post: Security Transfer Registrars Pty Ltd, P0 Box 535, Applecross Perth WA 6953 or by email: [email protected]

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Eugene Kopp

Executive Chairman

30 October 2007