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IMMUTEP LIMITED Share Issue/Capital Change 2011

Nov 24, 2011

65122_rns_2011-11-24_a503ea95-51d4-40d4-8fba-fff1493efe6d.pdf

Share Issue/Capital Change

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25[th] November, 2011

Dear Option Holder

NOTIFICATION OF EXPIRY OF OPTIONS

As at the date of this notice you are the registered holder of 31[st] December 2011 Options (PPRO) in Prima BioMed Ltd (the “Company”) which are due to expire on Saturday 31[st] December 2011. Your options will expire unless exercised on or before that date. No further entitlement will exist. Please read the following information carefully.

EXPIRY DATE

Your options expire at 5.00 pm (Sydney time) on Saturday 31[st] December 2011. Quotation of these options will cease on the Australian Stock Exchange 5 business days before the conversion or expiry date at the close of trading on Wednesday 21[st] December 2011.

EXERCISE PRICE AND PAYMENT

The exercise price of the Option is two cents ($0.02) per Option. Each Option exercised will result in one fully paid ordinary share in the Company being issued. Should you wish to exercise your Options, cheques in Australian currency equivalent to the amount due on exercise, should be made payable to Prima BioMed Ltd and crossed “ Not Negotiable ”.

Your cheque together with a completed and signed Notice of Exercise of Options Form (attached) should be lodged with the Company’s share registry:

Boardroom Pty Limited, OR Boardroom Pty Limited
Level 7, 207 Kent Street GPO Box 3993
Sydney, NSW 2000 Sydney, NSW 2001
Tel: +61 2 9290 9600
Fax: +61 2 9279 0664

by no later than close of business on Saturday 31[st] December 2011.

PRICES

The latest available market sale price on the Australian Securities Exchange Limited (ASX) on the date of this notice for those securities to which the Options may be converted was $0.17 at close of trade on 23[rd] November 2011.

The highest and lowest sale price on the ASX for the three months preceding the date of this notice and the respective dates of those sales for those securities to which the Options may be converted were: Highest ‐ $0.215 on 8[th] September 2011; Lowest ‐ $0.15 on 4[th] October 2011.

Yours faithfully

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Ian Bangs Company Secretary

Prima BioMed Ltd ABN: 90 009 237 889

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Application for Shares on Exercise of Options

I/We being the registered holders of Prima BioMed Ltd Options (expiring 31 December 2011) each to acquire one Fully Paid Ordinary Share in Prima BioMed Ltd hereby give notice of the exercise of Options and attach hereto my/our cheque payable to “PRIMA BIOMED LTD” at $0.02 per Option in payment of such exercise.

I/We agree to my/our name/s being placed on the Register of Members in respect to the number of Shares allotted and to be bound by the Constitution of the Company.

Number of Options Held:

Multiplied by the Total Payment Due: exercise price of $0.02

Accordingly, I/We enclose a cheque for the sum of A$__________________ being the correct amount for the exercise of __________________ Options.

Please Sign Here:

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----- Start of picture text ----- Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)Sole Director & Sole Company Secretary Director Director / Company SecretaryBusiness Telephone No. ( ) Date----- End of picture text -----

Please return to Prima BioMed Ltd C/- Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

TERMS OF OPTIONS

Prima BioMed Ltd

Register

The Company will maintain a register of holders of Options in accordance with Section 168(1)(b) of the Corporations Act.

Transfer/Transmission

An Option may be transferred or transmitted in any manner approved by the ASX.

Exercise

An Option may be exercised by delivery to the Company of a duly completed Notice of Exercise of Options, signed by the registered holder of the Option, together with payment to the Company of $0.02 per Option being exercised and the relevant option certificate.

An Option may be exercised on any business day from the date of grant to 31 December 2011, (inclusive) but not thereafter.

A Notice of Exercise of Options is only effective when the Company has received the full amount of the exercise price in cash or cleared funds.

Dividend Entitlement

Options do not carry any dividend entitlement until they are exercised. Shares issued on exercise of Options rank equally with other issued Shares of the Company 7 Business Days after their date of issue and are entitled to dividends paid on and from this date.

Participating rights

An Option holder may only participate in new issues of Securities to holders of Shares in the Company if the Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue. The Company must give at least 7 Business Days notice to Option holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules of the ASX.

If between the date of issue and the date of exercise of an Option the Company makes 1 or more rights issues (being a pro rata issue of Shares in the capital of the Company that is not a bonus issue), the exercise price of Options on issue will be reduced in respect of each rights issue according to the following formula:

NE = OE - E[P-(S + D)] (N + 1)

where:

NE is the new exercise price of the Option;

OE is the old exercise price of the Option;

E is the number of underlying Shares into which one Option is exercisable;

P is the average closing sale price per Share (weighted by reference to volume) during the 5 trading days ending on the day before the ex rights date or ex entitlements date (excluding special crossings and overnight sales);

S is the subscription price for a Share under the rights issue;

D is the dividend due but not yet paid on each Share at the relevant time; and

N is the number of Shares that must be held to entitle holders to receive a new Share in the rights issue.

If there is a bonus issue to the holders of Shares in the capital of the Company, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

Reconstructions and Alteration of Capital

Any adjustment to the number of outstanding Options and the exercise price under a re-organisation of the Company’s share capital must be made in accordance with the Listing Rules.

ASX Listing

The Company must make application for quotation of Shares issued on exercise of the Options on the ASX in accordance with the Listing Rules. Shares so issued will rank equally with other issued Shares of the Company.