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IMMUTEP LIMITED Capital/Financing Update 2021

Jun 24, 2021

65122_rns_2021-06-24_a2a5ec0c-86c6-4b92-b082-6be1349dbd5d.pdf

Capital/Financing Update

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Not for release to U.S. wire services or distribution in the United States or to U.S. Persons

25 June 2021

Dear Shareholder

Immutep Limited – Share Purchase Plan

On 21 June 2021, Immutep Limited ACN 009 237 889 ( Immutep or Company ) announced to the Australian Securities Exchange ( ASX ) that it had received firm commitments for a $60 million two tranche placement of new fully paid ordinary shares in Immutep ( Shares ) to institutional and sophisticated investors ( Placement ) at an issue price of A$0.52 per Share ( Placement Price ).

As noted above, the Placement will be completed in two tranches, with the issue of 88,970,717 Shares under the second tranche being conditional on Immutep's shareholders ( Shareholders ) approving the issue of these Shares (defined below) at a general meeting of the Company expected to be held on Monday, 26 July 2021 ( EGM ).

Immutep believes that the strong institutional interest it received in the Placement stems from the robust and exciting results Immutep continues to report at leading scientific conferences from its lead LAG-3 product candidate, eftilagimod alpha (efti or IMP321). The results are reported from multiple clinical trials, including from key patient subgroups in our Phase IIb AIPAC study in metastatic breast cancer, Immutep's Phase II TACTI-002 trial in non-small cell lung cancer and head and neck squamous cell carcinoma, the INSIGHT-004 study in different solid cancers and our earlier Phase I TACTI-mel trial in melanoma.

In addition to these encouraging results, LAG-3 therapies have been thrust into the spotlight this year following the recent industry validation of this promising new immune checkpoint by Bristol Myers Squibb ( BMS ). BMS announced positive Phase II/III results for its anti-LAG-3 antibody, validating LAG-3 as the next big immune checkpoint since PD-1, the immune checkpoint targeted by blockbuster anti-PD-1 drugs, such as KEYTRUDA® (pembrolizumab).

Immutep is the leading LAG-3 pure play biotech in this exciting landscape, with more LAG-3 programs than any other organisation in the LAG-3 field, including big pharma and the discoverer of the LAG-3 immune checkpoint, Dr Frederic Triebel is Immutep’s Chief Scientific and Medical Officer. Efti has a unique mechanism of action, making it very popular as part of a combination therapy, which has led to Immutep’s growing collaborations and trials.

The board of directors of Immutep ( Board ) recognises that a number of the Company's loyal Shareholders did not have an opportunity to participate in the Placement. The Board is therefore pleased to offer Eligible Shareholders (as defined below) an opportunity to participate in Immutep's share purchase plan ( SPP or Offer ). The SPP will give all Eligible Shareholders an opportunity to apply for up to A$30,000 worth of new Shares at the Placement Price, being A$0.52 per Share, ( Purchase Price ).

The additional capital raised under the SPP will be used for the further development and expansion of the Company’s current and future LAG-3 product pipeline for the treatment of cancer and autoimmune diseases, working capital and the cost of the Placement and SPP (including inter alia, registry and legal costs).

Specifically, the funds received from the Placement and the SPP financing will support a new Phase III registration trial in key subgroups of patients with metastatic breast cancer, a new Phase II study testing efti as part of a triple combination therapy with an anti-PD-1 therapy and chemotherapy and two new investigator-initiated trials.

Commencing these new trials, significantly strengthens Immutep's commercial and business development options. Immutep has evaluated it in combination with a chemotherapy (paclitaxel: AIPAC) and with other immuno-oncology drugs (KEYTRUDA: TACTI-002 & TACTI-mel, BAVENCIO: INSIGHT-004). Evaluating it as part of a triple combination therapy (efti + anti-PD-1 + chemotherapy), is another step forward that we believe will help Immutep capture further shareholder value from efti.

Importantly, the funds received from the Placement and SPP will also support the up scaling of Immutep's manufacturing process to reach commercial status as Immutep advances towards registration for efti, along

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with its engagement with regulatory authorities and the preparation of an Investigational New Drug package for its autoimmune candidate, IMP761.

Immutep's new late-stage trials for efti, expansion into a triple therapy combination, upscaling of manufacturing and engagement with key regulatory authorities have the potential to transform Immutep.

Immutep is encouraging all Eligible Shareholders (defined below) to read this SPP offer documentation and to consider subscribing for new Shares under the SPP to further invest in Immutep as it advances on its journey to commercialisation.

The SPP is open to all shareholders recorded as holding Shares on the Company's register of members as at 7.00 pm (Sydney, Australia time) on Friday, 18 June 2021 and who have a registered address in Australia or New Zealand (and who otherwise meet the eligibility criteria set out in the attached SPP Terms and Conditions), are not in the United States, are not U.S Persons (as defined in Rule 902(k)(1) of Regulation S under the U.S. Securities Act of 1933) and are not acting for the account or benefit of a person in the United States or a U.S. Person( Eligible Shareholders ).

Other conditions of the SPP include:

  • (a) Eligible Shareholders may apply for a parcel of Shares with a dollar value of $2,500, $5,000, $7,500, $10,000, $15,000, $22,500 or $30,000;

  • (b) applications, certificates (in the case of 'custodians') and full payment for Shares subscribed for under the SPP must be received by 5.00pm (Sydney, Australia time) on Monday, 19 July 2021, unless the Offer is extended, in accordance with the instructions set out in the enclosed Application Form and the SPP Terms and Conditions;

  • (c) the Offer attracts no brokerage or other transaction costs; and

  • (d) the SPP will initially be capped at A$5 million (assuming a price of A$0.52 per Share (being the Placement Price). However, the Board reserves the right in its absolute discretion to accept applications from Eligible Shareholders in excess of $5 million or to scale back applications if necessary. In the event of a scale back occurring, you may not receive the full number of Shares applied for under the SPP and the difference in any application monies will be refunded to you (without interest) following the issue of Shares under the SPP.

Participation in the SPP is completely optional. However, an Eligible Shareholder's entitlement to participate in the SPP is non-renounceable. This means that an Eligible Shareholder's right to participate in the SPP cannot be transferred to anyone else.

The full Terms and Conditions of the SPP are enclosed and, if you are eligible and wish to participate in the SPP, you should complete and return the enclosed Application Form together with a cheque, bank draft or money order for the relevant amount of application monies, or submit a BPAY® payment, in accordance with the instructions on the Application Form. If you are a 'custodian', you may be required to submit a custodian certificate to Immutep in order to participate on behalf of any beneficiaries.

Please see the attached Terms and Conditions for further details. Your application and payment must be received by no later than 5.00pm (Sydney, Australia time) on Monday, 19 July 2021, unless the Offer is extended.

You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted through BPAY® are received by 5.00pm (Sydney, Australia time) on Monday, 19 July 2021, unless the Offer is extended.

Important information

The offer of new Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 issued by the Australian Securities and Investments Commission which grants relief from the requirement in the Corporations Act 2001 (Cth) to issue a disclosure document for the SPP.

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The Board recommends that you read the attached SPP Terms and Conditions carefully and in their entirety before you decide whether to participate in the SPP.

In particular, you should note the future market price of Shares is uncertain and may rise or fall. This means the price you pay for Shares under the SPP may be either higher or lower than the Share price as traded on ASX at the time the Shares are issued to you under the SPP, with the effect that the value of your investment in the Shares could rise or fall.

This letter does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. If you are in any doubt about the course of action you should follow, you should seek advice from your financial, taxation or other professional adviser in relation to the SPP before participating in the SPP.

Yours sincerely

==> picture [132 x 45] intentionally omitted <==

Dr. Russell Howard Chairman

IMPORTANT NOTICE AND DISCLAIMER

This document has been prepared for release in Australia. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act of 1933 ( U.S. Securities Act ) or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to U.S. Persons unless they have been registered under the U.S. Securities Act (which Immutep has no obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. This release may not be released to U.S. wire services or distributed in the United States or to U.S. Persons.

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Share Purchase Plan Terms and Conditions June 2021

Part 1 – The Offer

Immutep Limited ACN 009 237 889 ( Immutep or Company ) invites eligible shareholders to apply for up to A$30,000 worth of new fully paid ordinary shares in Immutep ( Shares ) under a share purchase plan ( SPP or Offer ) at an issue price per Share of A$0.52, being the price per Share paid by institutional investors under the placement ( Placement Price ), details of which were announced by Immutep on Monday, 21 June 2021 ( Placement ) (the Purchase Price ).

If you are eligible to purchase Shares under the SPP and you decide to participate, you must purchase a minimum parcel of Shares with a dollar value of A$2,500 or a maximum parcel of Shares with a dollar value of A$30,000 ( Maximum ) or any of the other increments set out in the Application Form included with these SPP Terms and Conditions ( Application Form ), namely parcels of Shares having a dollar value of A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$22,500 or A$30,000 stated in the Application Form.

The SPP will initially be capped at A$5 million. However, the Board reserves the right in its absolute discretion to accept applications from Eligible Shareholders in excess of A$5 million or to scale back applications if necessary. In the event of a scale back occurring, you may not receive the full number of Shares applied for under the SPP and the difference in any application monies will be refunded to you (without interest) following the issue of Shares under the SPP (please see Section 13 of the SPP Terms and Conditions for further information).

Please carefully read these SPP Terms and Conditions relating to the Offer, as you will be bound by them.

Key dates*

Event Date
Record Date 7.00pm (Sydney, Australia time), Friday, 18 June
2021
Offer opens 9.00am (Sydney, Australia time), Monday, 28 June
2021
Offer closes 5.00pm (Sydney, Australia time), Monday, 19 July
2021
Issue of Shares under SPP Friday, 23 July 2021
Expected date for quotation of Shares issued
under the SPP on ASX
Monday, 26 July 2021
Despatch of holding statements / confirmation
advice
Tuesday, 3 August 2021
  • The timetable is indicative only and subject to change. Immutep retains the discretion, subject to the listing rules of ASX and the Corporations Act 2001 (Cth) ( Corporations Act ), to alter any or all of these key dates at its discretion (generally or in particular cases), without prior notice, including extending the closing date or to withdraw the SPP without prior notice. Applicants are encouraged to submit their Application Forms as soon as possible.

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Part 2 – The terms and conditions of the Offer

1. Important notices

This document has been prepared by Immutep and has been authorised for release by the Board.

The Offer of new Shares under the SPP is not a recommendation by Immutep to purchase Shares. Nothing in these SPP Terms and Conditions, the Application Form or any other accompanying documentation constitutes investment or financial product advice or is intended to influence your decision whether or not to participate in the SPP. The SPP documentation does not constitute a prospectus or a product disclosure statement and does not (and nor is it required under the Corporations Act to) contain all the information that a prospectus or a product disclosure statement is required to contain under the Corporations Act. Rather, the Corporations Act and Australian Securities and Investments Commission ( ASIC ) Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Instrument ) allow an offer under share purchase plans to be made by providing certain confirmations to the market on the basis that all information that investors and their professional advisers would reasonably require to make an informed investment decision in relation to the SPP, when read with these SPP Terms and Conditions and the accompanying information, is publicly available. Accordingly, you must rely on your own knowledge of Immutep, previous disclosures made by Immutep to the ASX and, if necessary, consult with your professional adviser when making your decision whether or not, and the extent to which, you wish to apply for Shares under the SPP (taking into account your own financial situation, needs and objectives).

This document and the accompanying materials do not constitute an offer of securities for sale in the United States or to U.S. Persons (as defined in Rule 902(k)(1) of Regulation S under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act )) ( U.S. Person ) and may not, directly or indirectly, be sent or disseminated in the United States or to any U.S. Person. The new Shares to be issued under this Offer have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and may not be offered or sold in the United States or to any U.S. Person except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws.

If you apply to participate in the SPP, you are accepting the risk that the market price of Immutep's Shares may change between the date on which you receive this document or send in an Application Form and the date on which Shares are issued to you under the SPP ( Issue Date ). This means that it is possible, that up to or after the Issue Date, you may be able to buy Shares at a lower price than the price you pay under the SPP. Immutep encourages you to consider seeking professional, financial and taxation advice before participating in the SPP.

2. Opening and closing date of the Offer

The Offer opens on 9.00 am (Sydney, Australia time) on Monday, 28 June 2021. The Offer closes at 5.00 pm (Sydney, Australia time) on Monday, 19 July 2021, unless the Offer is extended, and is being made to each Eligible Shareholder on the SPP Terms and Conditions. No late applications will be accepted (subject to Section 13).

3. Who is an Eligible Shareholder?

You are eligible to apply for Shares in the SPP if you are a shareholder of Immutep and:

  • (a) your registered address as recorded in Immutep's register of members is in Australia or New Zealand;

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  • (b) you were registered as a holder of Shares in Immutep as at 7.00 pm (Sydney, Australia time) on Friday, 18 June 2021;

  • (c) you are not in the United States or a U.S. Person or acting for the account or benefit of a person in the United States or a U.S. Person; and

  • (d) you do not hold Shares on behalf of another person who resides outside Australia or New Zealand (unless you also hold Shares in another eligible capacity),

(an Eligible Shareholder ).

Immutep has determined that it is not practical for holders of Shares with addresses on the Company's register of members in jurisdictions outside Australia and New Zealand to participate in the SPP (see Section 22 for further information).

In applying for Shares, each Eligible Shareholder must comply with the terms of the Instrument to the extent that it applies to them. What is required in order to comply with the Instrument is set out in the section titled 'ASIC Instrument 2019/547' below.

The Offer to each Eligible Shareholder is made on the same terms and conditions. The Offer is nonrenounceable (ie you may not transfer your right to apply for Shares under the SPP to anyone else).

To the extent that an Eligible Shareholder holds Shares on behalf of another person resident outside Australia or New Zealand, it is their responsibility to ensure that any acceptance complies with all applicable foreign laws.

In order to comply with relevant securities laws, the Shares to be issued under this SPP may not be offered to Immutep shareholders located in the United States or acting for the account of benefit of a person in the United States, or to Immutep shareholders who are, or who are acting for the account or benefit of, U.S. Persons. As used herein, the term United States is as defined in Regulation S under the U.S. Securities Act.

ASIC Instrument 2019/547

This invitation to apply for Shares under the SPP is made in accordance with the requirements of the Instrument. The Instrument grants relief from the requirement to prepare a prospectus or other disclosure document for the invitation to apply for Shares under the SPP. As set out above, in applying for Shares, Eligible Shareholders must comply with the Instrument to the extent it applies to them.

If you are a custodian, trustee or nominee within the definition of 'custodian' in the Instrument ( Custodian ) you must do those things set out in the section titled 'Custodians, Trustees and Nominees' below as well as make an application in accordance with these SPP Terms and Conditions, in order to comply with the Instrument.

If you are not a Custodian, by making an application in accordance with these SPP Terms and Conditions, you will have complied with the requirements of the Instrument.

For the purposes of the Instrument you are a 'custodian' if you are an Eligible Shareholder that:

  • (a) holds an Australian financial services licence covering the provision of a 'custodial or depository service' (as defined in section 766E of the Corporations Act, disregarding subsection (3) of that section);

  • (b) is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;

  • (c) holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme;

  • (d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or

  • (e) is a registered holder of Shares and is noted on the register of members of Immutep as holding the Shares on account of another person.

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Single holders

If you are the only registered holder of a holding of Shares, but you receive more than one Offer under the SPP (eg because you have multiple registered holdings), you may only apply for one parcel of Shares up to the Maximum.

Joint holders

If you are registered with one or more other persons as the joint holders of a holding of Shares, that joint holding is taken to be a single registered holding for the purposes of the SPP and the certifications, representations and warranties given by a joint holder when applying to participate in the SPP will be taken to have been given by all joint holders. If the same joint holders receive more than one offer under the SPP (eg if the joint holders have multiple joint holdings), the joint holders may only apply for a parcel of Shares up to the Maximum.

Custodians, trustees and nominees

If you are a Custodian and hold Shares on behalf of one or more Beneficiaries (defined below) (each a Participating Beneficiary ), you may only apply for a parcel of Shares up to the Maximum for each Participating Beneficiary. However, Immutep will not allocate Shares under the SPP unless the Custodian certifies the matters set out in paragraph 8(3) of the Instrument in a certificate ( Custodian Certificate ).

A Beneficiary is a person who resides in Australia or New Zealand for whom a Custodian (being an Eligible Shareholder) held Immutep Shares on behalf of the Beneficiary on the record date for the SPP and who is not, or is not acting for the account or benefit of a U.S. person.

If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Where a Custodian holds Shares jointly on behalf of two or more Participating Beneficiaries, the Custodian:

  • may participate jointly in respect of those Participating Beneficiaries up to the Maximum as if the Custodian held Shares on behalf of a single Participating Beneficiary; and

  • is taken to have been instructed to apply for Shares under the SPP on behalf of those Participating Beneficiaries if the Custodian has received such an instruction in accordance with the terms on which the Shares are held or where the terms on which the Shares are held do not cover the giving of such instructions, the Custodian has received such instructions from any of those Participating Beneficiaries.

A Custodian holding Shares for the benefit of a person in the United States or a U.S. Person may not send any offer material regarding the SPP nor apply for Shares under this Offer for that person or U.S. Person.

Custodians should have received a Custodian Certificate with these SPP Terms and Conditions. If you did not receive a Custodian Certificate or would like further information on how to apply under the SPP, you should contact the Company's Share Registrar BoardRoom Pty Limited on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia). Applications received from Custodians must be accompanied by a duly completed and signed Custodian Certificate.

Custodians will not be entitled to participate in the SPP if their participation would be in breach of the Instrument.

4. Purchase Price

The purchase price for each Share under the Offer is A$0.52, being the Placement Price ( Purchase Price ).

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5. Rights attaching to Shares

The Shares issued under the SPP will rank equally with all other Shares on issue in the Company (including in respect of dividend and voting rights) with effect from their date of issue. Immutep will apply for the Shares issued under the SPP to be quoted on ASX immediately following their issue.

6. Application for Shares

If you are an Eligible Shareholder, you can only apply for Shares under this Offer by electing, and making payment under, one of the following options:

Offer Amount
Payable
Offer A A$2,500
Offer B A$5,000
Offer C A$7,500
Offer D A$10,000
Offer E A$15,000
Offer F A$22,500
Offer G A$30,000

The number of Shares that will be allocated to Eligible Shareholders under the SPP will be based on the Purchase Price subject to the scale-back (if any) described in Section 14 of these SPP Terms and Conditions.

Applications may be made by either:

  • completing the enclosed Application Form and making payment by one of the methods described in paragraph 10 below; or

  • submitting a BPAY[®] payment,

for the amount payable in respect of the number of Shares which you have applied for. Custodians must also complete the Custodian Certificate and provide a copy of such certificate to Immutep.

7. Participation costs

The only cost to you in relation to your participation in the Offer will be the Purchase Price payable for the number of Shares you wish to acquire. Under the Offer, you do not have to pay for brokerage, commission or other transaction costs.

8. Participation is optional

Participation in the SPP is entirely optional (subject to the eligibility criteria set out in these SPP Terms and Conditions). The invitation to apply for Shares under the SPP is not a recommendation. If you are in any doubt about the SPP, whether you should participate in the SPP or how participation will affect you, you should consider seeking financial, taxation or other professional advice before making a decision as to whether or not to participate in the SPP.

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9. Issue of Shares

The Shares to be issued under this Offer are expected to be issued on Friday, 23 July 2021 or as soon as possible after that date and Immutep expects new Shares issued under the SPP to be quoted on ASX on Monday, 26 July 2021. Immutep expects that Boardroom Pty Limited will dispatch a holding statement or confirmation advice in respect of Shares allocated to you under the SPP on Tuesday, 3 August 2021. You should confirm your holding before trading in any Shares you believe have been allocated to you under the SPP.

10. Payment for Shares

All amounts in this Offer are expressed in Australian dollars. If you would like to participate in the SPP, you must pay for the Shares by:

  • making a payment through BPAY[®] ; or

  • providing a cheque, bank draft or money order payable to Immutep Limited,

in accordance with the instructions on the Application Form. Payments must be in Australian dollars.

For Eligible Shareholders with an Australian bank account, you may apply for Shares under the SPP by making a BPAY[®] payment on the internet by using the personalised customer reference number shown on your enclosed Application Form which is required to identify your holding. If you make a payment using BPAY[®] you do not need to return your Application Form, but are taken to make the certifications, representations and warranties described in these SPP Terms and Conditions. However, Custodians applying for Participating Beneficiaries must still complete and return a Custodian Certificate. Please note that your financial institution may apply limits on the use of your BPAY[®] and that you should make enquiries about the limits that apply in your personal circumstances.

11. Important information on price risk to consider

The Purchase Price for each Share under the Offer is A$0.52, being the Placement Price.

Before deciding whether or not to apply for Shares under this Offer, you should refer to the current market price of the Shares which can be obtained from the financial pages of major metropolitan and national newspapers, your stockbroker, or the ASX (www.asx.com.au) (ASX code: IMM). However, it is important to remember that the current market price of the Shares may rise or fall between the date of this Offer and the date on which Shares are issued to you under this Offer. This means that it is possible that, up to or after the Issue Date, you may be able to buy existing Shares at a lower price than the Purchase Price for Shares under the SPP.

12. Effect of making an application

If you apply to participate in this Offer by submitting a BPAY[®] payment or completing and returning the Application Form (with a cheque, bank draft or money order):

  • you confirm that you are an Eligible Shareholder;

  • you declare that all details and statements in your Application Form are true, complete and not misleading;

  • (i) unless you are applying as Custodian for one or more Participating Beneficiaries, you represent and warrant to Immutep, and irrevocably and unconditionally appoint Immutep as your agent to certify in writing (or otherwise) on your behalf, that the

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  • (ii) aggregate of the application price paid by you for the Shares the subject of such Application Form or BPAY® payment for this SPP; and

  • (iii) any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf, under the SPP and/or any similar arrangement operated by Immutep in the 12 months prior to your application (Immutep has not conducted a similar arrangement in the preceding 12 months),

does not exceed the Maximum;

  • you agree that your application is made on the terms and conditions of the SPP set out in this document, the Application Form and the Company's constitution;

  • you accept that you will not be able to withdraw or revoke your application or BPAY[®] payment once you have sent it in (or paid it, as the case may be);

  • you authorise the Company (and its officers and agents) to correct any error or omission in your Application Form and to complete the Application Form by the insertion of any missing details;

  • you acknowledge that Immutep may at any time determine that your Application Form is valid, in accordance with these SPP Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective;

  • you accept the risk associated with any refund that may be sent to you by direct credit or cheque to your address shown on the Company's register of members;

  • you are responsible for any dishonour fees or other costs the Company may incur in presenting a cheque for payment which is dishonoured;

  • you acknowledge that Immutep is not liable for any exercise of its discretions referred to in these SPP Terms and Conditions;

  • you irrevocably and unconditionally agree to the terms and conditions set out in this document;

  • • you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act and laws and regulations designed to restrict terrorism financing and/or money laundering);

  • you acknowledge that the market price of the Shares may rise or fall between the date the SPP opens and the Issue Date and that the price you pay per Share under the SPP may exceed the market price of the Shares at the time the Shares are issued to you under the SPP;

  • you are not in the United States nor acting for the account or benefit of a person in the United States, and you are not a U.S. Person nor acting for the account or benefit of a U.S. Person;

  • you acknowledge that the Shares to be issued under the SPP have not, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the United States, and accordingly, the Shares may not be offered or sold in the United States or to U.S. Persons except in transactions exempted from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws;

  • you acknowledge that the Shares may only be offered and sold outside the United States in "offshore transactions" (as defined and in reliance on Regulation S under the U.S. Securities Act);

  • you acknowledge and agree that if in the future you decide to sell or otherwise transfer the Shares, you will only do so in standard brokered transactions on the ASX, where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or the purchaser is, a person in the United States or a U.S. Person;

  • you have not and will not send any materials relating to the SPP to any person in the United States or that is, or acting for the accounting or benefit of, a U.S. Person; and

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  • if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand.

13. Immutep's discretion regarding applications

Immutep may accept or reject applications to purchase Shares under this Offer, including (but not limited to) cases where:

  • an Application Form (or Custodian Certificate, in the case of Custodians) is incorrectly completed, incomplete or otherwise determined by Immutep to be invalid;

  • a cheque, bank draft or money order is dishonoured or has not been completed correctly;

  • a cheque, bank draft or money order is not made out for the exact amount of the parcel of Shares selected on the Application Form;

  • a BPAY[®] payment is not received, or is incomplete or invalid;

  • an applicant appears to be applying for more than A$30,000 of Shares (in aggregate) at the Purchase Price;

  • Immutep considers that any person holding Shares directly as a registered holder and/or directly through one or more Custodians as beneficial owner will otherwise receive in aggregate, Shares, having a total subscription price of more than the Maximum;

  • an Application Form (and Custodian Certificate, in the case of Custodians) is received after the closing date. While Immutep has a discretion to accept late BPAY[®] payments, Application Forms, Custodian Certificates and cheques, bank drafts or money orders, there is no assurance that it will do so. Late BPAY[®] payments, Application Forms, Custodian Certificates and cheques, bank drafts or money orders, if not processed, will be returned to you at your registered address or refunded;

  • Immutep considers, or is reasonably satisfied, that the application (whether alone or in conjunction with other applications) does not comply with the requirements of the Instrument; or

  • Immutep believes an applicant is not an Eligible Shareholder (subject to compliance with any applicable ASIC or ASX requirements).

Immutep also reserves the right to issue fewer Shares than an Eligible Shareholder applies for under the SPP, or no Shares at all, if Immutep believes the issue of those Shares to the Applicant would contravene any law or the ASX Listing Rules or result in non-compliance with the Instrument, or if Immutep undertakes a scale-back of applications received under the SPP as set out in Section 14 below.

No interest will be paid on any application money returned to you.

14. Applications may be scaled back

The SPP will initially be capped at A$5 million. However, the Board reserves the right in its absolute discretion to accept applications from Eligible Shareholders in excess of A$5 million or to scale back applications if necessary. In the event of a scale-back occurring, Immutep reserves the right to give priority to Eligible Shareholders in any manner it sees fit, including taking into account the size of your shareholding as at the record date for the SPP. Any decisions made by Immutep will be final.

If there is a scale back, you may receive less than the parcel of Shares you have applied for under the SPP. If a scale-back produces a fractional number of Shares when applied to your application, the number of Shares you will be allocated will be rounded down to the nearest whole number of Shares.

If applications are scaled back, the difference between the application monies received and the number of Shares allocated to you multiplied by the Purchase Price, being the amount of any difference in

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Purchase Price, will be refunded by Immutep, without interest, as soon as practicable following issue of the Shares under the SPP.

15. Calculation of the number of Shares to be allocated to you under the SPP

If you apply for Shares under the SPP, you will apply for a certain value, rather than a certain number, of Shares. Subject to these SPP Terms and Conditions, the number of Shares allocated to you under the SPP will be determined by:

  • if there is no scale back, dividing the aggregate application money that you pay in applying for Shares under the SPP by the Purchase Price; or

  • if there is a scale back, dividing the value of the parcel of Shares allocated to you under the SPP by the Purchase Price

16. Change of Offer

Immutep may withdraw the Offer, or change, suspend or terminate the SPP, at any time. If Immutep does this, it will advise ASX. The omission to give notice of changes to, or suspension or termination of, the SPP or the non-receipt of notice will not invalidate the change, suspension or termination.

Where there is any uncertainty as to the operation of the SPP or the Terms and Conditions of this Offer, Immutep may make determinations about the operation of the SPP and may do so in each case generally or in relation to any participant or application. Any change or determination that is made by Immutep will be conclusive and binding on all Eligible Shareholders and other persons to whom the change or determination relates. If the SPP is cancelled, all application money will be refunded without interest.

17. Dispute resolution

Immutep may settle any dispute in relation to the SPP in any manner it thinks fit, whether generally or in relation to any participant, application or Share. Immutep's decision will be conclusive and binding.

18. No underwriting

The SPP will not be underwritten.

19. Instrument compliance

The invitation to apply for Shares under the SPP is being made in accordance with the requirements of the Instrument.

20. Privacy

The Application Form requires you to provide personal information.

Immutep and its service providers such as the registrar may collect, hold and use your personal information to assess your application, service you as an investor and for other permitted purposes under the Privacy Act 1988 (Cth).

Tax, company and anti-money laundering law also requires the collection of certain information in connection with your application. If you do not provide the information requested or provide us with incomplete or inaccurate information, your application may not be able to be processed efficiently, or at all. Your information may be disclosed to your financial adviser and to Immutep's agents and service

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providers on the basis that they deal with such information in accordance with the privacy policy of Immutep which can be accessed at https://www.immutep.com/footer-navigation/privacy-policy.html.

21. Binding terms

By accepting the offer to purchase new Shares under the SPP, you agree to be bound by these Terms and Conditions and the Company's constitution.

22. Foreign securities restrictions

This document does not constitute an offer to sell, or solicitation of an offer to buy, securities in the United States. The Shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act, or the securities laws of any state or jurisdiction of the United States and may not be offered or sold in the United States or to U.S. Persons, except in transactions exempted from, or not subject to, the registration requirements of the U.S Securities Act or any applicable U.S. state securities laws.

This document has been prepared for publication in Australia and New Zealand only and may not be released elsewhere. Failure to comply with these restrictions may result in violations of applicable securities laws.

New Zealand

The Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of the Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

23. Governing law

These Terms and Conditions are governed by the laws in force in New South Wales.

If you have any questions regarding the SPP, please contact the Company's Share Registrar BoardRoom Pty Limited on 1300 737 760 (for callers within Australia) and +61 2 9290 9600 (for callers outside Australia).

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Share Purchase Plan ('SPP') - Application Form

ABN 90 009 237 889

Record Date: 7.00pm (Sydney, Australia time) Friday, 18 June 2021

Open Date: 9.00am (Sydney, Australia time) Monday, 28 June 2021

Closing Date: 5.00pm (Sydney, Australia time) Monday, 19 July 2021

SPP Purchase Price – $0.52

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES This is an important document which requires your immediate attention. It can only be used in relation to the shareholding represented by the details above. If you are in doubt as to how to deal with this document, please contact your financial or other professional adviser. Capitalised words used and not defined in this Application Form have the meaning given to them in the Immutep 2021 share purchase plan offer booklet dated 25[th] June 2021 ('SPP Booklet') accompanying this Application Form. A Offer Details Eligible Shareholders may apply for Shares in the SPP in parcels valued at A$2,500, A$5,000, A$7,500, A$10,000, A$15,000, A$22,500 or A$30,000. Before applying for Shares in the SPP you should read the SPP Booklet accompanying this Application Form and the ‘ Applicant’s Certification and Acknowledgments’ on the back of this Application Form carefully. This SPP is non-renounceable meaning that you cannot transfer your right to purchase Shares in the SPP to another person. Applications can only be accepted in the name printed on the Application Form. If you are a custodian, trustee or nominee within the definition of “custodian” (as defined in paragraph 4 of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Custodian ), you must complete and return this Application Form together with the Custodian Certificate referred to in Section F of this Application Form. If you do not wish to subscribe for Shares in the SPP, there is no need to take any action. B Parcel Size Indicate the parcel size of Shares you wish to apply for in the SPP by marking one box only below:  A$2,500.00  A$5,000.00  A$7,500.00  A$10,000.00 A$30,000.00 [A$15,000.00 ] [A$22,500.00 ]  C Payment Options Payment may only be made by BPAY ® or cheque and in Australian dollars. Cash will not be accepted. Custodians cannot make payment by BPAY ® Payment Option 1 - BPAY Biller Code: Telephone and Internet Banking - BPAY® Customer Reference Number Contact your bank, credit union or building society to make this payment ( CRN) from your cheque or savings account.

  • To pay via BPAY ® please contact your participating financial institution. If paying by BPAY ® you will be deemed to have completed an Application Form for the value of SPP Shares the subject of your payment. You do not need to return this Application Form.

  • Your payment must be received by the Registry by 5.00pm (Sydney, Australia time) on Monday, 19 July 2021.

  • Please ensure you pay the correct amount for the parcel size you wish to apply for. The number of Shares issued to you in the SPP will be rounded up to the nearest whole number after dividing the application monies by the Purchase Price.

  • You should be aware that your financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAY ® . It is your responsibility to check that the amount to wish to pay via BPAY ® does not exceed your limit.

Record your cheque details below:

Payment Option 2 - Cheque

Drawer Cheque No. BSB No. Account No. Amount A$

  • If paying by cheque you must complete this Application Form and submit it together with your cheque.

  • Only cheques in Australian dollars and drawn on an Australian branch of a financial institution will be accepted.

  • Your cheque must be made payable to " Immutep Limited " and crossed “ Not Negotiable ”.

  • Please ensure that you submit the correct amount for the parcel size of Shares you wish to apply for in the SPP. If you provide a cheque for an amount that is not equal to any of the parcels, Immutep may round down the dollar amount of Shares that you are applying for to the next lowest parcel at its discretion.

  • Make sure you send your completed Application Form and cheque allowing enough time for mail delivery so the Registry receives them no later than 5.00pm (Sydney, Australia time) on Monday, 19 July 2021.

  • Please ensure sufficient cleared funds are held in your account as your cheque will be banked as soon as it is received.

  • Immutep reserves the right not to process any Application Forms that are incomplete or where payment is received after 5.00pm (Sydney, Australia time) Monday, 19 July 2021.

D Contact Details

Please provide a telephone number and contact name in case we need to contact you regarding your application for Shares in the SPP.

  • Home telephone No. Work telephone No. Contact name

  • Applicant’s Certification and Acknowledgements ’s Certification and Acknowledgements s Certification and Acknowledgements

  • By completing and returning this Application Form with your cheque to the Registry or by making a BPAY ® payment, you: • represent and warrant that you have read and understood the SPP Booklet (including the terms and conditions of the SPP) and this Application Form in their entirety and that you acknowledge the matters, and make the representations, warranties and certifications, in the SPP Booklet and Application Form, including as to your eligibility to participate in the SPP;

  • • represent and warrant that by making payment, you agree to be bound by the constitution of Immutep Limited and that the submission of the payment constitutes an irrevocable offer by you to subscribe for Shares on the terms and conditions set out in the SPP Booklet and this Application Form and you will be deemed to have accepted and be bound by such terms and conditions of the SPP;

  • • represent and warrant that the aggregate of the Purchase Price paid for by you or on your behalf for: • the Shares the subject of your Application Form; • any other Shares applied for by you under the SPP or any similar arrangement in the 12 months before your application for Shares in the SPP;

  • • any other Shares which you have instructed a Custodian to acquire on your behalf under the SPP; or • any other Shares issued to a Custodian in the 12 months before your application for Shares in the SPP as a result of an instruction given by you to a Custodian to apply for Shares on your behalf under an arrangement similar to the SPP,

  • does not exceed A$30,000;

  • • acknowledge that this Application Form does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. This Application Form may not be distributed or released in the United States. None of the Shares offered under the SPP have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act other jurisdiction of the United States. Accordingly, the Shares to be offered and sold in the SPP may only be offered and sold to investors that are not in the United States and are not acting for the account or benefit of a person in the United States in “offshore transactions” (as defined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act;

  • • represent that you are not in the United States and you are not acting for the account or benefit of a person in the United States, and you are not otherwise a person to whom it would be illegal to make an offer of or issue of Shares under the SPP and under any applicable laws and regulations; and

  • • acknowledge that you may receive a lesser number of Shares than the number of Shares you apply for under the SPP as Immutep may scale back applications in its discretion, having regard to factors including the pro rata shareholding of Eligible Shareholders (as at the Record Date) who apply for Shares in the APP.

  • NO SIGNATURE IS REQUIRED ON THIS APPLICATION FORMTHE OFFER OF SHARES IN THE SPP IS NON-RENOUNCEABLE

  • Application Forms and accompanying cheques must be received no later than 5.00pm (Sydney, Australia time) on Monday, 19 July 2021 at: MAILING ADDRESS HAND DELIVERY ADDRESS

E Applicant’s Certification and Acknowledgements ’s Certification and Acknowledgements s Certification and Acknowledgements

  • By completing and returning this Application Form with your cheque to the Registry or by making a BPAY ® payment, you: • represent and warrant that you have read and understood the SPP Booklet (including the terms and conditions of the SPP) and this Application Form in their entirety and that you acknowledge the matters, and make the representations, warranties and certifications, in the SPP Booklet and Application Form, including as to your eligibility to participate in the SPP;

  • • represent and warrant that by making payment, you agree to be bound by the constitution of Immutep Limited and that the submission of the payment constitutes an irrevocable offer by you to subscribe for Shares on the terms and conditions set out in the SPP Booklet and this Application Form and you will be deemed to have accepted and be bound by such terms and conditions of the SPP;

  • • represent and warrant that the aggregate of the Purchase Price paid for by you or on your behalf for:

    • any other Shares applied for by you under the SPP or any similar arrangement in the 12 months before your application for Shares in the SPP;

    • any other Shares which you have instructed a Custodian to acquire on your behalf under the SPP; or

    • • any other Shares issued to a Custodian in the 12 months before your application for Shares in the SPP as a result of an instruction given by you to a Custodian to apply for Shares on your behalf under an arrangement similar to the SPP,

    • does not exceed A$30,000;

  • acknowledge that this Application Form does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. This Application Form may not be distributed or released in the United States. None of the Shares offered under the SPP have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the Shares to be offered and sold in the SPP may only be offered and sold to investors that are not in the United States and are not acting for the account or benefit of a person in the United States in “offshore transactions” (as defined in Regulation S under the Securities Act) in reliance on Regulation S under the Securities Act;

  • • represent that you are not in the United States and you are not acting for the account or benefit of a person in the United States, and you are not otherwise a person to whom it would be illegal to make an offer of or issue of Shares under the SPP and under any applicable laws and regulations; and

  • acknowledge that you may receive a lesser number of Shares than the number of Shares you apply for under the SPP as Immutep may scale back applications in its discretion, having regard to factors including the pro rata shareholding of Eligible Shareholders (as at the Record Date) who apply for Shares in the APP.

Application Forms and accompanying cheques must be received no later than 5.00pm (Sydney, Australia time) on Monday, 19 July 2021 at:

Immutep Limited Immutep Limited C/- Boardroom Pty Limited C/- Boardroom Pty Limited GPO Box 3993 Level 12, 225 George Street SYDNEY NSW 2001 SYDNEY NSW 2000

If you require information on how to complete this Application Form, please contact the Registry from 8.15am to 5.30pm (Sydney, Australia time) Monday to Friday on 1300 737 760 (callers within Australia) or +61 2 9290 9600 (callers outside Australia) or consult your financial or other professional adviser. For all other questions, please contact your stockbroker, accountant or other professional adviser.

F Information for Custodians

If you are a Custodian you must complete this Application Form and a Custodian Certificate and submit both documents together with your cheque before your application will be considered. Custodians cannot make payment by BPAY ® . Please contact the Registry on 1300 737 760 (callers within Australia) and +61 2 9290 9600 (callers outside Australia) to obtain a copy of the Custodian Certificate. Applications received from Custodians that are not accompanied by the Custodian Certificate will be rejected. Please refer to the SPP Booklet for further information in relation to applications by Custodians.