IMUGENE LIMITED — AGM Information 2011

Oct 25, 2011

IMUGENE LIMITED

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at 10.00 am (WST) on Wednesday, 30 November 2011 at Level 31, Allendale Square, 77 St George’s Terrace, Perth WA, 6000.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9440 2660.

ABN 99 009 179 551

IMUGENE LIMITED

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Imugene Limited will be held at 10.00am on Wednesday, 30 November 2011 (Australian WST) at Level 31, Allendale Square, 77 St George’s Terrace, Perth Western Australia ("Meeting").

The Proxy Form forms part of this Notice of Annual General Meeting (“Notice”).

Unless otherwise defined, capitalised terms used in this Notice are defined in the Glossary of the Explanatory Statement accompanying this Notice.

PROXIES

A holder of a Share of the Company (a “Shareholder”) entitled to attend and vote at the Annual General Meeting of Shareholders may not appoint more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the registered Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the registered shareholder’s voting rights. A proxy may, but need not be, a Shareholder. Proxy forms must reach the Registered Office of the Company at least 48 hours prior to the General Meeting that is, prior to 10.00am (Australian WST) Monday, 28 November 2011.

ENTITLEMENT TO VOTE AND RECORD DATE

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 5.00pm on Monday, 28 November 2011 (Australian WST).

AGENDA

1. Financial Report

To receive and consider the annual financial report of the Company and its controlled entities together with the directors' report and the report of the auditors for the financial year ended 30 June 2011.

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2. Resolution 1 – Adoption of Remuneration Report

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report of the Company and the entities it controlled during the year ended 30 June 2011 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement

In accordance with section 250R of the Corporations Act, a vote on this Resolution 1 must not be cast (in any capacity) by, or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and (d) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

3. Resolution 2 - Re-election of Graham Dowland as Director

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Graham Dowland who retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director."

Details of Mr Dowland’s experience and qualifications are provided in the Explanatory Statement that follows.

By Order of the Board

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Julie Foster Company Secretary 20 October 2011

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s 2011 Annual General Meeting.

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in the Explanatory Statement are defined in the Glossary.

Action to be taken b Shareholders y

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if:

• (c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and

• (d) the vote is not cast on behalf of a person described in subparagraphs (a) or (b) above.

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Financial Statements and Reports

The Corporations Act 2001 (Cth) requires the financial statements, directors’ report and independent audit report of the Consolidated Entity for the financial year ended 30 June 2011 to be laid before the Annual General Meeting. The financial statements and reports are contained in the Consolidated Entity’s Annual Report which is available from the Company’s website (www.imugene.com.au).

While no resolution is required in relation to this item, shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

Shareholders are entitled to submit written questions to the auditor prior to the Annual General Meeting providing that the question relates to:

• (a) the content of the auditor’s report; or

• (b) the conduct of the audit in relation to the financial report.

All written questions must be received by the Company no later than Wednesday 23 November 2011 (five business days before the date of the meeting).

All questions must be sent to the Company and may not be sent direct to the auditor. The Company will then forward all questions to the auditor.

A representative from the Company’s audit firm will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

• (c) the conduct of the audit;

• (d) the preparation and content of the auditor’s report;

• (e) the accounting policies adopted by the company in relation to the preparation of the financial statements; and

• (f) the independence of the auditor in relation to the conduct of the audit.

A reasonable time will be allowed at the Meeting for Shareholders to ask the auditor or the auditor’s representative questions on the above matters.

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Resolution 1 - Adoption Remuneration Report

The Remuneration Report is required to be considered in accordance with section 250R of the Corporations Act 2001 (Cth.) .

The Remuneration Report, which details the Company’s policy on the remuneration of Non-executive Directors, executive Directors and senior executives, is set out on pages 18 to 25 of the 2011 Annual Report, a copy of which is available on the Company’s website (www.imugene.com.au).

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report.

However, the Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act (“Director and Executive Remuneration Act”) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011. The Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings (“Two Strikes Rule”).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting, a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that all Directors (other than the managing director) will be up for re election.

Shareholders will be given reasonable opportunity at the Meeting to ask questions, or make comments on, the Remuneration Report.

Resolution 2 - Re - Election Graham Dowland as Director

In accordance with Listing Rule 14.4 and clause 13.2 of the Constitution, at every Annual General Meeting, one third of the Directors (or if the number of Directors is not a multiple of 3, then such number as is appropriate to ensure that no Director other than an alternate Director or the Managing Director holds office for more than 3 years) for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last re-appointment or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement).

In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not taken into account.

Mr Graham Dowland retires by rotation at this meeting and, being eligible, offers himself for re-election.

Mr Dowland is a qualified chartered accountant. He has been involved as a significant shareholder, director or senior consultant / advisor with a number of public companies listed on stock exchanges in Australia, Canada and the United Kingdom with operations internationally. These companies have been and continue to be involved in various industries including pharmaceutical research and development, specifically human and animal biotechnology, gold mining and exploration, oil and gas exploration and production, manufacturing, and industrial technology development and marketing.

Mr Dowland has been involved in the development phase of numerous businesses that have achieved listings and capital raisings from the various major international stock exchanges.

The Directors (other than Mr Dowland) recommend that Shareholders vote in favour of this resolution.

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Glossar y

In this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

Annual Report the Directors' Report, the Financial Report and Auditor's Report thereon, in respect to the financial year ended 30 June 2011 ASIC Australian Securities and Investments Commission ASX ASX Limited ABN 98 008 624 691 and, where the context permits the Australian Securities Exchange operated by ASX Limited Auditor’s Report the auditor's report on the Financial Report. Board board of Directors Chair Mr Graham Dowland or such other person appointed chairman in accordance with the Constitution Closely Related Party has the meaning in section 9 of the Corporations Act Company Imugene Limited ABN 99 009 179 551 Consolidated Entity Imugene Limited and its entities it controlled at the end of, or during the financial year Constitution constitution of the Company Corporations Act Corporations Act 2001 (Cth) Director director of the Company Directors’ Report the annual directors report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities Explanatory Statement the information attached to the Notice, which provides information to Shareholders about the resolutions contained in the Notice Financial Report the 2011 annual financial report prepared under Chapter 2M of the Corporations Act of the Company and its controlled entities Key Management means a person having authority and responsibility for planning, directing Personnel and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company Listing Rules the listing rules of the ASX Meeting or Annual means the annual general meeting convened by the Notice General Meeting Notice the notice of meeting which accompanies this Explanatory Statement Remuneration Report the section of the Directors’ Report contained in the Annual Report entitled “Remuneration Report” Share fully paid ordinary share in the capital of the Company Shareholder Shareholder of the Company WST Australian Western Standard Time

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IMUGENE LIMITED ABN 99 009 179 551 P R O X Y F O R M

The Company Secretary Imugene Limited By delivery: By post: By facsimili e: By email:

Level 20, 77 St Georges Terrace, PERTH WA 6000 GPO Box 2530, PERTH 6001 +61 8 9440 2699 imugene@imugene.com

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We 1_____________ of ______________

being a Shareholder/Shareholders of the Company and entitled to _______

votes in the Company, hereby appoint The Chair of the  OR if you are NOT appointing the Chair of the Meeting (mark Meeting as your proxy, please write the name and box) address of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

or failing such appointment the Chair of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 10.00 am on 30 November 2011 (WST) at Level 31, 77 St Georges Terrace, Perth, Western Australia and at any adjournment thereof in the manner indicated below or, in the absence of indication, as the Chair thinks fit (except for Resolution 1). If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

Important for Resolution 1 - If the Chair of the Meeting is appointed as your proxy, or may be appointed as your proxy by default, and you have not directed him how to vote on Resolution 1 below, please mark the box below. If you do not mark this box and you have not directed your proxy how to vote on Resolution 1 in Step 2 below, the Chair will not cast your vote on Resolution 1 and your vote will not be counted in computing the required majority if a poll is called on this Resolution.

If you appoint the Chair of the Meeting as your proxy, you can direct the Chair how to vote on Resolution 1 by either marking the relevant boxes in Step 2 below (for example if you wish to vote against or abstain from voting) or by marking the box below in this Step 1 (in which case the Chair will vote in favour of Resolution 1).

The Chair of the Meeting intends to vote all available proxies in favour of Resolution 1.

The Chair of the Meeting intends to vote undirected proxies in favour of Resolution 1 :

• I/We (except where I/we have indicated a different voting intention below):

• (a) direct the Chair of the Meeting to vote in accordance with the voting intentions of the Chair on Resolution 1 to vote in favour of this Resolution; and

• (b) authorise, in respect of Resolution 1, the Chair of the Meeting to vote as described even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company and even if the Chair of the Meeting has an interest in the outcome of Resolution 1; and

• (c) acknowledge that votes cast by the Chair of the Meeting for Resolution 1 other than as proxy holder will be disregarded because of that interest.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the meeting.

Please read the voting instructions overleaf before marking any boxes with an  .

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Step 2 – Instructions as to Voting on Resolutions

The proxy is to vote for or against or abstain from voting on the Resolutions referred to in the Notice as follows:

For Against Abstain

Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Graham Dowland as Director

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented. Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

____Contact Name ____Contact Daytime Telephone ____Date

1Insert name and address of shareholder *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a corporation as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting, the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) must be deposited at or received by the Company at:

Level 20 Or by Facsimile on: 77 St Georges Terrace Perth, WA, 6000 Within Australia: (08) 9440 2699 Outside Australia: +61 8 9440 2699

Or by post to:

Or by email to:

PO Box 2530 Perth, WA, 6001

imugene@imugene.com

not less than 48 hours prior to the time of commencement of the Meeting (WST).

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