IMMUTEP LIMITED — Capital/Financing Update 2016

Oct 3, 2016

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ASX/Media Release (Code: ASX: PRR; NASDAQ: PBMD)

4 October 2016

Appendix 3B & Cleansing Notice

SYDNEY, AUSTRALIA - Prima BioMed Ltd (ASX: PRR; NASDAQ: PBMD) (“Prima” or the “Company”) Prima advises that in relation to the issuance of ordinary shares as further detailed in the attached Appendix 3B, the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act ;

2. as at the date of this notice the Company has complied with:

3. (a) the provisions of Chapter 2M Corporations Act as they apply to the Company; and (b) section 674 Corporations Act ; and

4. As at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act ) which is required to be disclosed by the Company.

Yours faithfully

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Tom Bloomfield Company Secretary

Prima BioMed Ltd , Level 12, 95 Pitt Street, Sydney NSW 2000 Phone: +61 2 8315 7003 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Prima BioMed Ltd

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 Ordinary Shares be issued 2 Number of[+] securities issued or to 2,573,529 ordinary shares on exercise be issued (if known) or maximum of performance rights. number which may be issued 3 Principal terms of the[+] securities Pari passu with existing Ordinary Shares (e.g. if options, exercise price and (PRR) expiry date; 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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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes (PRR) all respects from the[+] issue date 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 Nil 6 Purpose of the issue Mr Pete Meyers exercises 3[rd] tranche of his (If issued as consideration for the acquisition of assets, clearly performance rights which vested to him i.e. identify those assets) 2,573,529 to convert to ordinary shares, in accordance with shareholder approval received at the AGM on 14 November 2014.

6a Is the entity an[+] eligible entity that Yes, although these securities are not has obtained security holder being issued under Listing Rule 7.1A approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

6b The date the security holder 25 November 2015 resolution under rule 7.1A was passed 6c Number of +securities issued n/a without security holder approval under rule 7.1 6d Number of[+] securities issued with n/a security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued with 2,573,529 ordinary shares are issued on security holder approval under rule exercise of 3[rd] tranche out of 7.3, or another specific security 7,720,588 performance rights holder approval (specify date of approved for Mr Meyers at the meeting) AGM on 14 November 2014. 6f Number of[+] securities issued under n/a an exception in rule 7.2 6g If[+] securities issued under rule n/a 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under n/a rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Refer Annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 4 October 2016 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 2,071,537,809 Ordinary shares +securities quoted on ASX (ASX: PRR) ( including the[+] securities in section 2 if applicable) 77,378,693 Options exercisable at $0.20 on or before 19 June 2017 (PRRO)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and[+] class of all

**Number **	+Class -Options
Amount	Exercise Price	Expiration Date
1,515,752	$0.0774	30 June 2018
165,116	$0.0774	30 June 2018
147,628,500	$0.05019	12 December 2018
371,445,231	$0.0237	4 August 2020
793,103	$0.057	30 October 2020
1,026,272	$0.040	7 March 2021
8,475,995	$0.025	4 August 2025

**Number **	+Class – Performance Rights	+Class – Performance Rights	+Class – Performance Rights
Amount	Type	Expiration Date
1,538,462	STI	1 December 2016
1,486,326	STI	5 August 2017
30,918,333	LTI	30 October 2018
20,666,667	PRs	The PRs will expire between 30 days to 12 months after the vesting date of 5 August 2017
857,844	NED PRs	Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in the appendix 3B released on 26 November 2014.
13,750,828	Convertible Notes each with a face value of AU$1, expiring on 4 August 2025
ust, distribution policy) on the
			Unchanged

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 2 - 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 offer 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	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 offer documents 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 +Issue date	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a

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

• See chapter 19 for defined terms.

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(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

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 are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 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 n/a +quotation is sought 39 +Class of +securities for which n/a quotation is sought

40 Do the[+] securities rank equally in all n/a respects from the[+] issue date 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

• See chapter 19 for defined terms.

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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)	n/a

42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)	Number	+Class
	n/a

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.

• 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

• 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 is not available now, we 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.

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Sign here: ............................................................ Date:4 October 2016 Company Secretary

Print name: Tom Bloomfield

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• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	1,987,275,427
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	13,240,201
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	2,000,515,628

Step 2: Calculate 15% of “A”

“B” Multiply “A” by 0.15

0.15 [Note: this value cannot be changed] 300,077,344

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 41,819,375 or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	300,077,344
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2	41,819,375
• Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”	41,819,375
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	300,077,344
Subtract“C” Note: number must be same as shown in Step 3	41,819,375
Total[“A” x 0.15] – “C”	258,257,969_[Note: this is the remaining_ placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 2,000,515,628 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	2,000,515,628
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	200,051,563
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	31,022,181
“E”	31,022,181

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	200,051,563
Subtract“E” Note: number must be same as shown in Step 3	31,022,181
Total[“A” x 0.10] – “E”	169,029,382 Note: this is the remaining placement capacity under rule 7.1A