IMMUTEP LIMITED — Capital/Financing Update 2011

Jan 13, 2011

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New Issue Announcement, Application for Quotation of Additional Securities and Agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of Entity:

Prima Biomed Limited (ASX: PRR)

ABN:

90 009 237 889

We (the entity) give ASX the following information.

Part 1 - All Issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Fully Paid Ordinary Shares (PRR) issued

2 Number of[+] securities issued or to be 2,038,333 issued (if known) or maximum number which may be issued

3 Principal terms of the[+] securities (eg, if Pari passu with existing Ordinary Fully Paid options, exercise price and expiry date; Shares (PRR) if partly paid[+] securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes (PRR)	Yes (PRR)
	$0.02 per share
	Exercise of options
	14 January 2011
	Number	+Class
	763,949,464 109,746,869	Ordinary fully paid shares (PRR) Options exercisable at $0.02 on or before 31 December 2011 (PRRO)

9 Number and+class of all+securities not quoted on ASX (including the securities in clause 2 if applicable)		Number	+Class– Options	+Class– Options	+Class– Options	+Class– Options
		Amount	Exercise Price	Expiration Date		ASX Code
		15,000,000	$0.0629	20 July 2014		PRRAI
		1,547,988	$0.1053	10 August 2014		PRRAM
		1,766,784	$0.1325	9 September 2014		PRRAQ
		1,884,253	$0.2231	10 October 2014		PRRAO
		1,884,253	$0.2685	9 November 2014		PRRAS
		1,884,253	$0.2360	8 December 2014		PRRAU
		1,061,411	$0.2271	12 January 2015		PRRAY
		1,118,211	$0.2345	12 February 2015		PRRAW
		1,075,269	$0.2277	18 March 2015		PRRAZ
		1,076,095	$0.2196	19 April 2015		PRRAA
		100,000	$0.1000	1 February 2011		PRRAB
		2,500,000	$0.2500	6 May 2015		PRRAC
		1,055,011	$0.2351	19 May 2015		PRRAD
		1,144,726	$0.2070	21 June 2015		PRRAE
		1,722,017	$0.1605	21 July 2015		PRRAF
		1,694,915	$0.1439	20 August 2015		PRRAK
		1,741,294	$0.1414	22 September 2015		PRRAG
		1,540,154	$0.1944	27 October 2015		PRRAH
		1,315,789	$0.1893	24 November 2015		PRRAJ
		32,500,000	$0.2000	6 December 2013		PRRAL
		2,000,000	$0.1000	6 December 2014		PRRAL
		1,473,684	$0.1874	4 January 2016		PRRAL
		77,086,107	Total
		Number	+Class– Convertible Securities
		Amount	Issue Price		Expiration Date
		No. to be determined at conversion up to a maximum value of A$1.25m.	The Convertible Securities shall convert into new Ordinary Shares of the Company determined by dividing the Amount to be converted, by a 10% discount to a 5 VWAP per Share during a specified period prior to the conversion date of the Convertible Securities.		29 March 2011

10 Dividend policy (in Unchanged the case of a trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Part 2 - Bonus Issue or Pro Rata Issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting

26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, and
	the terms entitle option holders to
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin
	(if applicable)
29	Date rights trading will end
	(if applicable)
30	How do+security holders sell their
	entitlements_in full_through a
	broker?
31	How do+security holders sell_part_
	of their entitlements through a
	broker and accept for the balance?
32	How do+security holders dispose
	of their entitlements (except by sale
	through a broker)?
33	+Despatch date

Part 3 - Quotation of Securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of securities for which+quotation is sought 39 Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing +class of quoted+securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	**Number **	+Class

Quotation Agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

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• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

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• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign Here: Company Secretary Print Name: Phillip Hains

Date: Friday, 14 January 2011

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The CFO Solution

1. 1. 2011

• See chapter 19 for defined terms.

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