IMMUTEP LIMITED — Share Issue/Capital Change 2014

Oct 1, 2014

==> picture [611 x 122] intentionally omitted <==

2 October 2014

Company Announcements Office Australian Securities Exchange

Notice under Section 708A(5)(e) Corporations Act

On 2[nd] October 2014, Prima BioMed Ltd ("the Company") issued 29,592,588 fully paid ordinary shares in accordance with the terms of its share purchase and convertible security agreement with Bergen Global Opportunity Fund, LP, which was announced to the market on 2[nd] October 2014.

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

4. (b) 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.

The appendix 3B in relation to the issue of shares noted above is attached.

Yours faithfully

Prima BioMed Ltd

==> picture [94 x 38] intentionally omitted <==

Deanne Miller Company Secretary

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

==> picture [611 x 122] intentionally omitted <==

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 Ltd ( Company )

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	a) Ordinary fully paid shares (Ordinary Shares) b) Unlisted options over Ordinary Shares (Options) c)Convertible Security (Convertible Security)
	a) 29,592,588 Ordinary Shares b) 19,800,000 Options exercisable at A$0.05475 per Option into Ordinary Shares on or before 3 October 2017. c) Convertible Security with a face value of US$2,500,000.

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

• 3 Principal terms of the[+] securities a) Ordinary Shares

• (eg, if options, exercise price and expiry date; if partly paid Ordinary Shares will rank pari passu with existing +securities, the amount outstanding Ordinary Shares. and due dates for payment; if +convertible securities, the b) Options conversion price and dates for The Options will be exercisable at A$0.05475 per conversion)

The Options will be exercisable at A$0.05475 per Option into Ordinary Shares on or before 3 October 2017. The Options will not be quoted. On exercise of the Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

• c) Convertible Security

• The face value of the Convertible Security is US$2,500,000 (the Principal Amount ).

• The Convertible Security does not bear interest.

• The Convertible Security shall be convertible into new Ordinary Shares of the Company determined by dividing the Principal Amount by, at the election of the holder: (a) 92.5% of the average of the five daily VWAPs per share during a specified period prior to the conversion date of the Convertible Security; or (b) 140% of the average of the daily VWAPs per share during the 20 trading days prior to 2 October 2014.

• The Ordinary Shares issued upon conversion of the Convertible Security will rank pari passu with existing Ordinary Shares.

• The Convertible Security does not carry any voting rights at meetings of shareholders of the Company, and have no rights of participation in any rights issues undertaken by the Company prior to their conversion.

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

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)	a) The Ordinary Shares rank pari passu with existing Ordinary Shares. b) The Options will not be quoted. On exercise of the Options, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. c) On conversion of the Convertible Security, the Ordinary Shares will rank pari passu with existing Ordinary Shares.
	a) 11,792,588 Ordinary Shares are issued for US$349,330 in total, and 17,800,000 Ordinary Shares are issued for nil consideration. b) Options are issued for nil consideration. c) US$2,500,000 for the Convertible Security.
	(a) & (b) The Ordinary Shares and Options were issued to secure the Share Purchase and Convertible Security Agreement, details of which were announced to the market on 2 October 2014. (c) The purpose of the issue of the Convertible Security is to raise capital for general corporate and working capital purposes.

6a Is the entity an[+] eligible entity that No has obtained security holder 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 Not applicable resolution under rule 7.1A was passed

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

6c Number of +securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 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 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	2 October 2014

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	**Number **	+Class
	1,258,301,929	Ordinary fully paid shares (ASX: PRR)
	77,378,696	Options exercisable at $0.20 on or before 19 June 2017(PRRO)

9 Number and+class of all +securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class- Options	+Class- Options	+Class- Options
	Amount	Exercise Price		Expiration Date
	1,884,253	$0.2685		9 November 2014
	1,884,253	$0.2360		8 December 2014
	1,061,411	$0.2271		12 January2015
	1,118,211	$0.2345		12 February2015
	1,075,269	$0.2277		18 March 2015
	500,000	$0.2500		6 May2015
	1,055,011	$0.2351		19 May2015
	2,000,000	$0.1000		6 December 2014
	740,741	$0.3390		1 February2016
	100,000	$0.2790		3 November 2014
	100,000	$0.2329		3 January2015
	2,800,000	$0.1850		1 August 2015
	200,000	$0.1730		20 February2016
	1,758,176	$0.0774		30 June 2018
	165,116	$0.0774		30 June 2018
	19,800,000	$0.05475		3 October 2017
	**Number **	+Class – Convertible Securities
	1	Convertible Security with a face value of US$2,500,000
	**Number **	+Class – Performance Rights
	Amount	Type	Expiration Date
	11,467,525	STI	30 October 2015
	26,715,686	LTI	30 October 2018

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

Part 2 - Bonus issue or pro rata issue

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 3 - Quotation of securities

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

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

34	Type of securities	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 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 +quotation is sought 39 Class of +securities for which quotation is sought	Not applicable
	Not applicable

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

40 Do the[+] securities rank equally in all Not applicable 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 Not applicable 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 42 Number and[+] class of all[+] securities Not applicable quoted on ASX ( including the securities in clause 38)

	Not applicable
	Number	+Class
	Not applicable

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889

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 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.

==> picture [94 x 38] intentionally omitted <==

Sign here: ............................................................ Company secretary

Date: 2 October 2014

Print name: Deanne Miller

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 9276 1284 www.primabiomed.com.au ABN: 90 009 237 889