IMMUTEP LIMITED — Share Issue/Capital Change 2011

Feb 1, 2011

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 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 a) Ordinary Fully Paid Shares (PRR) issued b) Unlisted Options 2 Number of[+] securities issued or to a) 3,703,704 be issued (if known) or maximum b) 740,741 number which may be issued 3 Principal terms of the[+] securities a) Pari passu with existing Ordinary Fully (eg, if options, exercise price and Paid Shares (PRR) expiry +securities, the amount outstanding date; if partly paid b) Exercisable at $0.3390 on or before 1 February 2016 and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 1

Appendix 3B New issue announcement

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)	a) Yes (PRR) b) Yes upon exercise	a) Yes (PRR) b) Yes upon exercise
	a) & b) Consideration for the repayment of $700,000.
	a) & b) The purpose of the issue is to repay funds provided to the Company pursuant to a Convertible Loan Agreement, details of which were announced to the market on 21 July 2009
	1 February 2011
	Number	+Class
	774,333,048 103,166,989	Ordinary fully paid shares (PRR) Options exercisable at $0.02 on or before 31 December 2011 (PRRO)

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9 Number and+class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)		**Number **	+Class	+Class	+Class
		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
		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
		740,741	$0.3390	1 February 2016	TBA
		77,726,848	Total

**Number **	+Class – Convertible Securities	+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 the Unchanged case of a trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

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24/10/2005

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 5

Appendix 3B New issue announcement

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

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 ]

• See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

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)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 7

Appendix 3B New issue announcement

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: Wednesday, 2 February 2011

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The CFO Solution

1. 1. 2011

2. See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005

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ASX ANNOUNCEMENT

Notice Under Section 708A(5) of the Corporations Act [ASX Code: PRR]

Wednesday 2 February 2011

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

The Following securities of the Company were issued under agreements in accordance with the terms of its convertible loan agreement with Spring Tree Special Opportunities Fund, LP, which was announced to the market on 21 July 2009.

Type:	OrdinaryShares	Unlisted Options
Class/Description:	Ordinary (Fully Paid)	Exercisable at $0.3390 on or before 1 February2016
ASX Code:	PRR	To be advised
Date of Issue:	1 February2011	1 February2011
Number Issued:	3,703,704	740,741
Issue Price per Security:	$0.1890	Nil

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

Accordingly 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. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act ; and

5. 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.

For and on behalf of the Company,

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Phillip Hains Company Secretary