IMMUTEP LIMITED — Share Issue/Capital Change 2019

Oct 2, 2019

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Immutep Limited ( IMM )

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 1.Unlisted Performance Rights be issued 2.Ordinary Shares 3.Ordinary Shares 4.Ordinary Shares

2 Number of[+] securities issued or to 1. 45,000,000 Unlisted Performance Rights be issued (if known) or maximum 2. 3,875,578 Ordinary Shares number which may be issued 3. 4,266,531 Ordinary Shares 4. 2,736,367 Ordinary Shares

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• 3 Principal terms of the[+] securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities?

1. Performance Rights	1. Performance Rights
Number of performance rights	45,000,000
Vesting conditions	Based on Service Condition.
Tranche 1	15,000,000on 1 October 2020
Tranche 2	15,000,000on 1 October 2021
Tranche 3	15,000,000on 1 October 2022
Expiry Date	The performance rights will expire one year after the relevant vesting date unless exercised, subject to accelerated vesting conditions.
Price of performance rights	Performance rights will be granted at no cost. Once the vesting conditions are met (or waived in exceptional circumstances), the performance rights will be exercisable at nil cost.
2. Pari passu with existing Fully Paid Ordinary Shares 3. Pari passu with existing Fully Paid Ordinary Shares 4. Pari passu with existing Fully Paid Ordinary Shares

1. Yes, if/when the Performance Rights vest to shares 2. ‘Pari Passu’ with existing Fully Paid Ordinary Shares 3. ‘Pari Passu’ with existing Fully Paid Ordinary Shares 4. ‘Pari Passu’ with existing Fully Paid Ordinary Shares

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

• Nil 2. Nil 3. Nil 4. Nil

• See chapter 19 for defined terms.

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• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• Unlisted Performance Rights are issued to employees under the Executive Incentive Plan

• Vesting & exercise of Performance Rights under the Executive Incentive Plan into fully paid ordinary shares.

• Mr Grant Chamberlain exercises 2[nd] tranche of his performance rights which vested to him i.e. 4,266,531 to convert to ordinary shares, in accordance with shareholder approval received at the AGM on 17 November 2017.

• Mr Pete Meyers exercises 3[rd] tranche of his performance rights which vested to him i.e. 2,736,367 to convert to ordinary shares, in accordance with shareholder approval received at the AGM on 25 November 2016.

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)	Yes
	16 November 2018
	Nil
	Nil
	3. 4,266,531 ordinary shares are issued on exercise of 2ndtranche of performance rights approved for Non-Executive Director, Mr Grant Chamberlain at the AGM on 17 November 2017. 4. 2,736,367 ordinary shares are issued on exercise of 3rdtranche of performance rights approved for Non- Executive Director, Mr Pete Meyers at the AGM on 25 November 2016.

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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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the+securities in section 2 if applicable)	1. 45,000,000 performance rights issued under exception 9 in rule 7.2 2. 3,875,578 ordinary shares issued on exercising performance rights	1. 45,000,000 performance rights issued under exception 9 in rule 7.2 2. 3,875,578 ordinary shares issued on exercising performance rights
	Not applicable
	Not applicable
	LR 7.1 - 197,097,491 LR 7.1A - 1,087,848
	3 October 2019
	Number	+Class
	3,877,122,311	Fully paid ordinary shares

• See chapter 19 for defined terms. Appendix 3B Page 4 ME_161839830_1

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9 Number and+class of all+securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class-Options	+Class-Options
	Amount	Exercise Price	Expiration Date
	371,445,231	$0.0237	4 August 2020
	793,103	$0.057	30 October 2020
	1,026,272	$0.040	7March 2021
	8,475,995	$0.025	4 August 2025

Number	+Class – Warrants over NASDAQ listed American Depository Shares	+Class – Warrants over NASDAQ listed American Depository Shares
Amount	Exercise Price	Terms
1,553,718	US$2.50	Each Warrant entitles the holder to purchase 1 ADS (where one ADS = 100 Ordinary Shares) at the exercise price and is exercisable immediately. Each Warrant will expire on 5 January 2023.
2,080,000	US$2.50	Each Warrant entitles the holder to purchase 1 ADS (where one ADS = 100 Ordinary Shares) at the exercise price and is exercisable immediately. Each Warrant will expire on 12 February2022.

Number	+Class– PerformanceRights	+Class– PerformanceRights
Amount	Type	Expiration Date
2,736,367	NED PRs	Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on6December 2016.
4,266,532	NED PRs	Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 4 December 2016.
36,666,666	LTI	Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 4 December 2017.

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5,000,000	LTI	Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 4 December 2017.
3,875,574	LTI	Each tranche of LTIs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 2October 2018.
7,500,000	NED PRs	Each tranche of NED PRs will expire one year after Vesting Date if not exercised as indicated in the appendix 3B released on 21November 2019.
45,000,000	LTI	Each tranche of LTIs will expire one year after the relevant vesting date unless exercised, subject to accelerated vesting conditions.

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class –ConvertibleNotes	+Class –ConvertibleNotes
	Amount	Type	Expiration Date
	13,750,828	Convertible Notes each with a face value of AU$1, expiring on 4 August 2025.
	Unchanged

Part 2 - Bonus issue or Pro rata issue

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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 offer 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 offer documents 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
	Not applicable
	Not applicable

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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 +Issue date	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms. Appendix 3B Page 8 ME_161839830_1

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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 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

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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+issue date 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)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

• See chapter 19 for defined terms. Appendix 3B Page 10 ME_161839830_1

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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 is not available now, we 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 [161 x 38] intentionally omitted <==

Sign here: ............................................................ Date: 3 October 2019 Company secretary

Print name:

== == == == ==

• See chapter 19 for defined terms.

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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

• Insert number of fully paid[+] ordinary 3,079,008,729 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 347,637,391 • 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

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 3,426,646,120

• See chapter 19 for defined terms.

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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	513,996,918
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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	2,080,000 Warrants convertible into 2,080,000 ADS (representing 208,000,000 ordinary shares) 108,899,427 fully paid ordinary shares
“C”	316,899,427
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	513,996,918
Subtract“C” Note: number must be same as shown in Step 3	316,899,427
Total[“A” x 0.15] – “C”	197,097,491 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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	3,426,646,120
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	342,664,612
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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	341,576,764
“E”	341,576,764

• Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued 341,576,764 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

• “E” 341,576,764

• See chapter 19 for defined terms. Appendix 3B Page 14 ME_161839830_1

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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	342,664,612
Subtract“E” Note: number must be same as shown in Step 3	341,576,764
Total[“A” x 0.10] – “E”	1,087,848 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 15

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