IMMUTEP LIMITED — Share Issue/Capital Change 2015

Aug 3, 2015

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 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 a) Fully paid ordinary shares (Placement Shares) issued or to be issued b) Unlisted warrants over ordinary shares (Initial Warrants) c) Unlisted warrants over ordinary shares (Coverage Warrants) d) Convertible Notes 2 Number of[+] securities a) 12,136,750 Ordinary Shares (Placement Shares) issued or to be issued b) 8,475,995 Initial Warrants exercisable at A$0.025 per warrant into (if known) or Ordinary Shares on or before 4 August 2025 maximum number c) 371,445,231 Coverage Warrants exercisable at A$0.0237 per warrant which may be issued into Ordinary Shares on or before 4 August 2020 d) 13,750,828 Convertible Notes, each with a face value of A$1.00.

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

• 3 Principal terms of the a) Placement shares +securities (e.g., if options, exercise price Placement Shares will rank pari passu with existing Ordinary Shares

• and expiry date; if partly paid[+] securities, the amount outstanding b) Initial Warrants and due dates for payment; if The Initial Warrants will be exercisable at A$0.025 per Warrant into +convertible securities, Ordinary Shares on or before 4 August 2025. The Initial Warrants will not

• the conversion price and dates for be quoted. On exercise of the Warrants, the Ordinary Shares issued will conversion) rank pari passu with existing Ordinary Shares.

The Initial Warrants will be exercisable at A$0.025 per Warrant into Ordinary Shares on or before 4 August 2025. The Initial Warrants will not be quoted. On exercise of the Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

• c) Coverage Warrants

The Coverage Warrants will be exercisable at A0.0237 per Warrant into Ordinary Shares on or before 4 August 2015. The Coverage Warrants will not be quoted. On exercise of the Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares.

d) Convertible Security

• 13,750,828 Convertible Notes, each with a face value of A$1.00.

• The convertible security bears simple interest at the rate of 3% per annum accruing daily payable on maturity or repayment.

• The Convertible Security shall be convertible into new Ordinary Shares of the Company at a price of A$0.02 per Note (including any accrued interest), which may be subsequently adjusted due to future capital raising

• 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 8569 1880 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 Placement Shares rank pari passu with existing Ordinary Shares b) The Initial Warrants will not be quoted. On exercise of the Initial Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. c) The Coverage Warrants will not be quoted. On exercise of the Coverage Warrants, the Ordinary Shares issued will rank pari passu with existing Ordinary Shares. d) On conversion of the Convertible Security, the Ordinary Shares will rank pari passu with existing Ordinary Shares.
	a) 12,136,750 Placement Shares are issued for A$209,965.78 in total. b) Initial Warrants are issued for nil consideration. c) Coverage Warrants are issued for not consideration. d) A$13,750,828 for the Convertible Notes
	The purpose the issue was to satisfy the conditions of the Ridgeback Subscription Agreement which was approved by shareholders at the EGM held on 31 July 2015. The gross proceeds of the issue will be used to commence two new clinical trials of IMP321 as outlined below and for general working capital purposes:  A Phase IIb chemo-immunotherapy trial of IMP321 in combination with paclitaxel to treat metastatic breast cancer in patients not eligible to receive trastuzumab (Herceptin®)  A Phase 1 trial of IMP 321 in combination with an immune checkpoint inhibitor Funds will also be used to further progress the research and development programs for IMP 321 and LAG-3 in the Company's Paris laboratory and for additional working capital.

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed 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.	Yes
	14 November 2014
	Not applicable
	Not applicable
	Not applicable
	The following securities were issued under exception 16 of rule 7.2: a) 12,136,750 Placement Shares are issued for A$209,965.78 in total. b) Initial Warrants are issued for nil consideration. c) Coverage Warrants are issued for nil consideration. d) A$13,750,828 for the Convertible Notes.
	Not applicable

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

6h If[+] securities were issued under Not applicable 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 Dates of entering[+] securities into 4 August 2015 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 1,963,631,351 Ordinary fully paid shares +securities quoted on ASX (ASX: PRR) ( including the securities in clause 2 if applicable) 77,378,696 Options exercisable at $0.20 on or before 19 June 2017 (PRRO)

9 Number and[+] class of all

**Number **	+Class -Options	+Class -Options	+Class -Options
Amount	Exercise Price		Expiration Date
740,741	$0.3390		1 February2016
2,800,000	$0.1850		1 August 2015
200,000	$0.1730		20 February2016
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
8,475,995	$0.025		4 August 2025
**Number **	+Class – Performance Rights
Amount	Type	Expiration Date
11,467,525	STI	30 October 2015
26,715,686	LTI	30 October 2018

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

6,004,902 NED PRs Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in this appendix 3B released on 26 November 2014. Number +Class –Convertible Notes Amount Type Expiration Date 13,750,828 Convertible Notes each with a face value of AU$1,expiringon 4 August 2025 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Unchanged art 2 - Bonus issue or pro rata issue 11 Is security holder approval required? Not applicable 12 Is the issue renounceable or non- renounceable? Not applicable 13 Ratio in which the+securities will be offered Not applicable 14 +Class of+securities to which the offer relates Not applicable 15 +Record date to determine entitlements Not applicable 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not applicable 17 Policy for deciding entitlements in relation to fractions Not applicable	6,004,902	NED PRs	Each tranche of NED PRs will expire 30 days from each tranche vesting date indicated in this appendix 3B released on 26 November 2014.
	**Number **	+Class –Convertible Notes
	Amount	Type	Expiration Date
	13,750,828	Convertible Notes each with a face value of AU$1,expiringon 4 August 2025
	Unchanged
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

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 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

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 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)	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 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

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

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 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

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

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 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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	Not applicable
	Not applicable
	Not applicable
	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 8569 1880 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 noone 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: ............................................................ Date: 4 August 2015 Company secretary

Print name: Deanne Miller

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

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
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	1,228,709,341
Add the 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	1,114,843,236
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	2,343,552,577

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

Step 2: Calculate 15% of “A”

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	351,532,887
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number 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 • 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	Nil
“C”	Nil
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	351,532,887
Subtract “C” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.15] – “C”	351,532,887 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	351,532,887
Note: number must be same as shown in Step 2
Subtract “C”	Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	351,532,887
	[Note: this is the remaining placement capacity
	under rule 7.1]

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

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

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	2,343,552,577
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	234,355,258
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number 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	Nil
“E”	Nil

7.1A that has already been used
Insert number of +equity securities issued or	Nil
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
“E”	Nil

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889

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	234,355,258
Subtract “E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	234,355,258 Note: this is the remaining placement capacity under rule 7.1A

Prima BioMed Ltd , Level 7, 151 Macquarie Street, Sydney NSW 2000 Phone: +61 2 9276 1224 Fax: +61 2 8569 1880 www.primabiomed.com.au ABN: 90 009 237 889