IMUGENE LIMITED — AGM Information 2018

Oct 8, 2018

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Notice of Annual General Meeting

Imugene Limited ACN 009 179 551

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Notice of Annual General Meeting

Imugene Limited ACN 009 179 551

Notice is given that the Annual General Meeting of Imugene Limited ACN 009 179 551 ( Company ) will be held at:

Location The offices of McCullough Robertson Lawyers, Level 32, 19 Martin Place, Sydney NSW 2000	Location The offices of McCullough Robertson Lawyers, Level 32, 19 Martin Place, Sydney NSW 2000
Date Tuesday, 13 November 2018
Time	10.00 am (Sydney time) Registration from 9:45 am (Sydney time)

Ordinary Business

Financial Statements and Reports

To consider and receive the financial report, the Directors’ report and the auditor’s report for the year ended 30 June 2018.

Directors’ Remuneration Report

To consider and, if in favour, pass the following resolution in accordance with section 250R(2) Corporations Act:

• 1 ‘That the Remuneration Report be adopted.’

Note: This resolution shall be determined under section 250R(2) Corporations Act. Votes must not be cast on this resolution by Key Management Personnel and closely related parties in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

The Directors abstain, in the interests of corporate governance, from making a recommendation in relation to this resolution.

Re-election of Dr Axel Hoos

To consider and, if in favour, pass the following resolution as an ordinary resolution:

• 2 ‘That Dr Axel Hoos, who retires by rotation in accordance with Listing 14.4 and rule 6.3(c) of the Company’s constitution, and being eligible, be re-elected as a Director of the Company.’

Note: Information about the candidate appears in the Explanatory Memorandum.

The Directors (with Dr Axel Hoos) unanimously recommend that you vote in favour of this resolution.

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Special business

10% capacity to issue shares under Listing Rule 7.1A

To consider and, if in favour, to pass the following as a special resolution:

• 3 ‘That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the Company having the additional capacity to issue equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 over a 12 month period from the date of the Annual General Meeting, at a price no less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the Explanatory Memorandum.’

The Directors unanimously recommend that you vote in favour of this resolution.

Issue of options to Managing Director

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

• 4 ‘That, pursuant to Listing Rule 10.14, Shareholders approve the granting of 50,000,000 options to Leslie Chong, Managing Director, or her nominee, on the terms set out in the Explanatory Memorandum.’

Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum.

The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this resolution.

Issue of options to Director

To consider and, if in favour, to pass the following resolution as an ordinary resolution:

• 5 ‘That, pursuant to Listing Rule 10.14, Shareholders approve the granting of 25,000,000 options to Paul Hopper, Director, or his nominee, on the terms set out in the Explanatory Memorandum.’

Note: if approval is obtained under Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum.

The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this resolution.

Dated: 9 October 2018

By order of the Board

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Phillip Hains

Company Secretary

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Voting Exclusion Statement

Corporations Act

Resolution 1 - The Company will disregard votes cast by a member of the Key Management Personnel details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member, in contravention of section 250R or 250BD Corporations Act. Restrictions also apply to votes cast as proxy unless exceptions apply.

Listing Rules

In accordance with the Listing Rule 14.11, the Company will disregard votes cast in favour of the resolution by or on behalf of:

Resolution 3 - Approval of additional capacity to issue shares under Listing Rule 7.1A any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associate of those persons. NB. In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.	Resolution 3 - Approval of additional capacity to issue shares under Listing Rule 7.1A any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associate of those persons. NB. In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Rule 7.1A, as at the date of this Notice of Meeting it is not known who may participate in the proposed issue (if any). On that basis, no security holders are currently excluded.
Resolution 4 – Issuance of options to Managing Director any director of the Company who is eligible to participate in the employee incentive scheme in respect of which approval is sought and any associates of those persons.
Resolution 5 – Issuance of options to Director	any director of the Company who is eligible to participate in the employee incentive scheme in respect of which approval is sought and any associates of those persons.

However, for the purposes of Listing Rule 14.11, the Company will not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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Notes

• (a) Terms used in this Notice of Meeting which are defined in the Explanatory Memorandum have the meaning given to them in the Explanatory Memorandum.

• (b) Subject to the Corporations Act, including sections 250R and 250BD, a Shareholder who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.

• (c) The proxy need not be a Shareholder of the Company. A Shareholder who is 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.

• (d) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form to the Company’s share registry Automic Registry Service Limited as detailed in the attached proxy form.

• (e) You can also lodge your proxy online at https://investor.automic.com.au/#/loginsah which is also located on the front of the accompanying proxy form. Alternatively, you can scan the QR code with your mobile device.

• (f) To be effective, the proxy must be received at the share registry of the Company no later than 10.00am (Sydney time) on Sunday, 11 November 2018 (48 hours before the commencement of the meeting).

• (g) A corporation may elect to appoint a representative in accordance with the Corporations Act in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.

• (h) The Company has determined under regulation 7.11.37 Corporations Regulations that for the purpose of voting at the meeting or adjourned meeting, securities are taken to be held by those persons recorded in the Company’s register of Shareholders as at 7:00 p.m. (Sydney time) on Sunday, 11 November 2018.

• (i) If you have any queries, including how to cast your votes, please contact the Company’s registered office on 03 9824 5254 (within Australia) or +61 3 9824 5254 (outside Australia) during business hours.

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Explanatory Memorandum

Imugene Limited ACN 009 179 551 ( Company )

This Explanatory Memorandum accompanies the notice of Annual General Meeting of the Company to be held at the offices of McCullough Robertson Lawyers, Level 32, 19 Martin Place, Sydney NSW 2000 on Tuesday, 13 November 2018 at 10.00am (Sydney time).

The Explanatory Memorandum has been prepared to assist Shareholders in determining how to vote on the resolutions set out in the Notice of Meeting and is intended to be read in conjunction with the Notice of Meeting.

Financial Statements and Reports

• 1 The Corporations Act 2001 (Cth) ( Corporations Act ) requires that the report of the Directors, the auditor’s report and the financial report be laid before the Annual General Meeting.

• 2 Apart from the matters involving remuneration which are required to be voted upon, neither the Corporations Act nor the Constitution requires a vote of Shareholders at the Annual General Meeting on the financial statements and reports.

• 3 Shareholders will be given a reasonable opportunity at the meeting to raise questions and make comments on these reports.

• 4 In addition to asking questions at the meeting, Shareholders may address written questions to the chairman about the management of the Company or to the Company’s auditor, Grant Thornton, if the question is relevant to:

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

• (b) the conduct of its audit of the annual financial report to be considered at the meeting.

Note: Under section 250PA(1) Corporations Act, a Shareholder must submit the question to the Company no later than the fifth business day before the day on which the Annual General Meeting is held.

• 5 Written questions for the auditor must be delivered by 5:00 p.m. on Tuesday, 6 November 2018. Please send any written questions for Grant Thornton to:

The Company Secretary PO Box 655 Carlton South, VIC 3053

or via email to: info@thecfo.com.au

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Resolution 1: Remuneration Report

• 6 The Remuneration Report is contained in the Annual Report. A copy is available on the Company’s website.

• 7 The Corporations Act requires that the Remuneration Report be put to a vote of Shareholders.

• 8 The resolution of Shareholders is advisory only and not binding on the Company. The Board will take the discussion at the meeting into consideration when determining the Company’s remuneration policy and appropriately respond to any concerns Shareholders may raise in relation to remuneration issues.

• 9 The Remuneration Report:

• (a) reports and explains the remuneration arrangements in place for non-executive Directors, executive Directors and senior management; and

• (b) explains Board policies in relation to the nature and value of remuneration paid to nonexecutive Directors, executives and senior managers within the Company.

• 10 The Chairman will give Shareholders a reasonable opportunity to ask questions about, or to make comments on, the Remuneration Report.

Directors’ Recommendation

• 11 As the resolution relates to matters including the remuneration of the Directors, the Board, as a matter of corporate governance and in accordance with the spirit of section 250R(4) Corporations Act, makes no recommendation regarding this resolution.

Resolution 2: Re-election of Dr Axel Hoos

• 12 Dr Hoos retires from office under rule 6.3(c) of the Constitution and Listing Rule 14.4 and stands for re-election.

• 13 Dr Hoos is a Senior Vice President and Therapeutic Area Head, Oncology R&D at GlaxoSmithKline Pharmaceuticals (GSK).

As leader of the Oncology TA he oversees strategy and execution for its discovery, development and business functions and builds the Oncology portfolio across several modalities including antibodies, small molecules, bispecific molecules and cell & gene therapies. The TA’s scientific focus is on Immuno-Oncology, Epigenetics and Cell Therapy. Dr. Hoos also serves on the Scientific Advisory Board of the HIV Cure Center, a co-venture of GSK and the University of North Carolina at Chapel Hill.

Dr. Hoos further serves as Executive Chairman of the Board of Trustees of the Sabin Vaccine Institute (SVI), a Global Health organization, Non-executive Director on the Board of Imugene, a biotech company, Co-Chairman of the Cancer Immunotherapy Consortium (CIC) and Scientific Advisory Board Member of the Cancer Research Institute (CRI). He further is a Scientific Advisory Group member at the Parker Institute for Cancer Immunotherapy (PICI), and Industry Co-Chair of the Partnership for Acceleration Cancer Therapies (PACT) of the U.S. Cancer Moonshot.

His efforts in Medicines Development and Global Health focus on novel and transformational therapies for life-threatening diseases, scientific and procedural innovation, and broad collaboration across multiple constituents to solve complex health problems. Through his

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leadership a new paradigm for the development of cancer immunotherapies has been defined, which helped launch the field of Immuno-Oncology.

Previously, Dr. Hoos was the Global Medical Lead in Immunology/Oncology at Bristol-Myers Squibb (BMS) where he developed Yervoy (Ipilimumab), the first life-extending therapy in Immuno-Oncology. Before BMS, Dr. Hoos was Senior Director of Clinical Development at Agenus Bio (previously Antigenics), a biotech company.

Dr. Hoos holds an MD from Ruprecht-Karls-University and a PhD in molecular oncology from the German Cancer Research Center (DKFZ) both in Heidelberg, Germany. He trained in surgery at the Technical University in Munich, Germany and further in surgery, molecular pathology and tumor immunology at Memorial Sloan-Kettering Cancer Center in New York City. He is an alumnus of the Program for Leadership Development at Harvard Business School.

Directors’ Recommendation

• 14 The Directors (with Dr Hoos abstaining), unanimously recommend the appointment Dr Hoos to the Board.

Resolution 3: Approval of additional 10% capacity under Listing Rule 7.1A

• 15 Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12 month period without requiring Shareholder approval. In accordance with the Listing Rule 7.1A, eligible entities (companies that are outside the S&P/ASX 300 index and that also have a market capitalisation of $300 million or less) can issue a further 10% of the Company’s share capital over a 12 month period following the Annual General Meeting (provided Shareholder approval is obtained at the Annual General Meeting) on a non-pro rata basis.

• 16 The Company falls within the eligibility criteria required by Listing Rule 7.1A.

• 17 The number of shares that may be issued (if Shareholder approval is obtained at the Annual General Meeting) will be determined in accordance with the following formula prescribed in Listing Rule 7.1A.2:

(A x D) – E

• A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% capacity pursuant to Listing Rule 7.1 without Shareholder approval; and

• (D) less the number of fully paid shares cancelled in the 12 months.

• D is 10%.

• E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue

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that are not issued with the approval of Shareholders under Listing Rule 7.1 or 7.4.

• 18 Additional disclosure obligations are imposed when the special resolution is proposed, when securities are issued and when any further approval is sought. For the purposes of Listing Rule 7.3A the Company provides the following information:

Minimum price at which the equity securities may be issued	The issue price of each Share must be no less than 75% of the volume weighted average price for the Shares calculated over the 15 trading days on which trades in that class were recorded immediately before: (a) the date on which the price at which the securities are to be issued is agreed; or (b) if the securities are not issued within 5 trading days of the date in paragraph (a), the date on which the securities are issued.
Risk of economic and voting dilution	An issue of shares under Listing Rule 7.1A involves the risk of economic and voting dilution for existing ordinary security holders. The risks include: (a) the market price for Shares may be significantly lower on the issue date than on the date of the approval under Listing rule 7.1A; and (b) the equity securities may be issued at a price that is at a discount to the market price for the Shares on the issue date. In accordance with Listing Rule 7.3A.2 a table describing the notional possible dilution, based upon various assumptions as stated, is set out below.
Date by which the Company may issue the securities	The period commencing on the date of the Annual General Meeting at which approval is obtained and expiring on the first to occur of the following: (a) the date which is 12 months after the date of the annual general meeting at which approval is obtained; and (b) the date of the approval by holders of the Company’s ordinary securities of a transaction under Listing Rules 11.1.2 or 11.2. The approval under Listing Rule 7.1A will cease to be valid in the event that holders of the Company’s ordinary securities approve a transaction under Listing Rules 11.1.2 or 11.2.
Purposes for which the equity securities may be issued, including whether the Company may issue them for non- cash consideration	It is the Board’s current intention that any funds raised pursuant to an issue of securities will be applied towards the commercialisation of the Company’s lead product HER-Vasxx. This would principally include: (a) research and development; (b) regulatory and reimbursement approvals; (c) maintenance of intellectual property; and (d) staff and office costs, audit and compliance expenses, and ASX fees. The Company reserves the right to issue shares for non-cash consideration, including as non-cash consideration for any acquisition.
Details of the Company’s allocation policy for issues under approval	The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to Listing Rule 7.1A. The identity of the allottees will be determined on a case-by-case basis having regard to the factors including but not limited to the following: (a) the methods of raising funds that are available to the Company including but not limited to, rights issues or other issues in which existing security holders can participate; (b) the effect of the issue of the Listing Rule 7.1A shares on the control of the Company;

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(c) the financial situation and solvency of the Company; and (d) advice from corporate, financial and broking advisers (if applicable). The allottees under the Listing Rule 7.1A facility have not been determined as at the date of this Notice of Meeting but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company. Previous approvals Approval was previously obtained at the Company’s annual general meeting on under Listing Rule 14 November 2017. 7.1A

Information under Listing Rule 7.3A.6(a)

• 19 The table below shows the total number of equity securities issued in the past 12 months preceding the date of the AGM and the percentages those issues represent of the total number of equity securities on issue at the commencement of the 12 month period.

Equity securities on issue at the commencement of the 12 month period	2,424,238,659 (being 2,369,738,659 fully paid ordinary shares and 54,500,000 options to acquire shares)
Equity securities issued in the prior 12 month period	1,745,883,330 (being 1,230,029,133 fully paid ordinary shares and 515,854,197 options to acquire shares)
Percentage previous issues represent of total number of equity securities on issue at commencement of 12 month period	72.01%

Information under Listing Rule 7.3A.6(b)

• 20 The table below sets out specific details for each issue of equity securities that has taken place in the 12 month period preceding the date of the AGM.

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Date of issue 4 December 2017
Number issued 10,000,000
Class and type of equity security Unquoted options
Summary of terms Options issued with an exercise price of $0.02
and expiry date of 4 December 2020.
Names of persons who received Dr Axel Hoos, a director of the Company
securities or basis on which those
persons were determined
Price at which equity securities were Nil
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: N/A
Amount of cash consideration spent: N/A
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Use of cash consideration: N/A
Intended use for remaining amount of N/A
cash (if any):
Date of issue 6 December 2017
Number issued 372,222,223
Class and type of equity security Ordinary shares
Summary of terms Shares rank pari passu with all other fully paid
ordinary shares on issue in the Company.
Names of persons who received Sophisticated investors under a private
securities or basis on which those placement
persons were determined
Price at which equity securities were $0.018
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: $6,700,000
Amount of cash consideration spent: Cash when raised is held in a common bank
account and is not tracked separately.
Use of cash consideration: Working capital and development and
commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Intended use for remaining amount of Working capital and development and
cash (if any): commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Date of issue 22 December 2017
Number issued 56,423,257
Class and type of equity security Unquoted options
Summary of terms Options issued with an exercise price of $0.026
and expiry date of 30 November 2020.
Names of persons who received Shareholders under a rights issue and
securities or basis on which those investors under rights issue underwriting
persons were determined arrangements
Price at which equity securities were Nil
issued
Discount to market price (if any): N/A
For cash issues
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Total cash consideration received:	N/A
Amount of cash consideration spent:	N/A
Use of cash consideration:	N/A
Intended use for remaining amount of cash (if any):	N/A

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Date of issue 22 December 2017
Number issued 112,846,288
Class and type of equity security Ordinary shares
Summary of terms Shares rank pari passu with all other fully paid
ordinary shares on issue in the Company.
Names of persons who received Shareholders under a rights issue and
securities or basis on which those investors under rights issue underwriting
persons were determined arrangements
Price at which equity securities were $0.018
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: $2,031,233
Amount of cash consideration spent: Cash when raised is held in a common bank
account and is not tracked separately.
Use of cash consideration: Working capital and development and
commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Intended use for remaining amount of Working capital and development and
cash (if any): commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Date of issue 22 December 2017
Number issued 186,111,117
Class and type of equity security Unquoted options
Summary of terms Options issued with an exercise price of $0.026
and expiry date of 30 November 2020.
Names of persons who received Options issued as attaching options to
securities or basis on which those sophisticated investors under a private
persons were determined placement
Price at which equity securities were Nil
issued
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Discount to market price (if any):	N/A
For cash issues
Total cash consideration received:	N/A
Amount of cash consideration spent:	N/A
Use of cash consideration:	N/A
Intended use for remaining amount of cash (if any):	N/A

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Date of issue 11 July 2018
Number issued 300,516,177
Class and type of equity security Ordinary shares
Summary of terms Shares rank pari passu with all other fully paid
ordinary shares on issue in the Company.
Names of persons who received Shareholders under a rights issue
securities or basis on which those
persons were determined
Price at which equity securities were $0.027
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: $8,113,936
Amount of cash consideration spent: Cash when raised is held in a common bank
account and is not tracked separately.
Use of cash consideration: Working capital and development and
commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Intended use for remaining amount of Working capital and development and
cash (if any): commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
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Date of issue	11 July 2018
Number issued	100,171,696
Class and type of equity security	Unquoted options
Summary of terms	Options issued with an exercise price of $0.04 and expiry date of 30 November 2021.
Names of persons who received securities or basis on which those	Shareholders under a rights issue

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persons were determined
Price at which equity securities were Nil
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: N/A
Amount of cash consideration spent: N/A
Use of cash consideration: N/A
Intended use for remaining amount of N/A
cash (if any):
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Date of issue 13 July 2018
Number issued 444,444,445
Class and type of equity security Ordinary shares
Summary of terms Shares rank pari passu with all other fully paid
ordinary shares on issue in the Company.
Names of persons who received Sophisticated investors under a private
securities or basis on which those placement
persons were determined
Price at which equity securities were $0.027
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: $12,000,000
Amount of cash consideration spent: Cash when raised is held in a common bank
account and is not tracked separately.
Use of cash consideration: Working capital and development and
commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Intended use for remaining amount of Working capital and development and
cash (if any): commercialisation of the Company’s HER-Vaxx
cancer immunotherapies, mimotype and the
arginine modulator.
Date of issue 13 July 2018
Number issued 148,148,127
Class and type of equity security Unquoted options
Summary of terms Options issued with an exercise price of $0.04
and expiry date of 30 November 2021.
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Names of persons who received Sophisticated investors under a private
securities or basis on which those placement
persons were determined
Price at which equity securities were Nil
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: N/A
Amount of cash consideration spent: N/A
Use of cash consideration: N/A
Intended use for remaining amount of N/A
cash (if any):
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Date of issue 19 July 2018
Number issued 15,000,000
Class and type of equity security Unquoted options
Summary of terms 5,000,000 options issued with an exercise
price of $0.04 and expiry date of 30 June
2021.
5,000,000 options issued with an exercise
price of $0.042 and expiry date of 30 June
2021.
5,000,000 options issued with an exercise
price of $0.045 and expiry date of 30 June
2021.
Names of persons who received Employees under the Company’s employee
securities or basis on which those share option plan
persons were determined
Price at which equity securities were Nil
issued
Discount to market price (if any): N/A
For cash issues
Total cash consideration received: N/A
Amount of cash consideration spent: N/A
Use of cash consideration: N/A
Intended use for remaining amount of N/A
cash (if any):
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Information under Listing Rule 7.3A.2

• 21 The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of this Notice.

• 22 The table also shows:

• (a) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

• (b) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

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Dilution
Variable ‘A’ in $0.011 $0.022 [1] $0.044
Listing 50% decrease in Current Market 100% increase in
Rule 7.1A.2 Issue Price Price Issue Price
Current Variable 10% Voting
A Dilution 359,984,552 shares 359,984,552 shares 359,984,552 shares
3,599,845,520 Funds
Shares
raised $3,959,830 $7,919,660 $15,839,320
50% increase in 10% Voting
current Variable Dilution 539,976,828 shares 539,976,828 shares 539,976,828 shares
A
Funds
5,399,768,280 Shares raised $5,939,745 $11,879,490 $23,758,980
100% increase in 10% Voting
current Variable Dilution 719,969,104 shares 719,969,104 shares 719,969,104 shares
A
Funds
7,199,691,040 Shares raised $7,916,660 $15,839,320 $31,678,640
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*Note: Current Variable A refers to the calculation required by Listing Rule 7.1A.2 which, in the Company’s case, equates to the current issued share capital of the Company.

• 23 The table has been prepared on the following assumptions:

• (a) the Company issues the maximum number of Shares available under the 10% Listing Rule 7.1A approval;

• (b) no options are exercised to convert into Shares before the date of the issue of the Shares available under Listing Rule 7.1A;

• (c) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%;

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• (d) the table does not show an example of dilution that may be caused to a particular Shareholder by reason of a share issue under Listing Rule 7.1A, based on that Shareholder’s holding at the date of the Annual General Meeting;

• (e) the table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1;

• (f) the issue of Shares under Listing Rule 7.1A consists only of Shares; and

• (g) the issue price is $0.022, being the closing price of the shares on ASX on 27 September 2018.

• 24 As at the date of the Notice of Meeting, the Company has on issue 3,599,845,520 Shares. Subject to Shareholder approval being obtained for Resolution 3, the Company will have capacity to issue the following equity securities as at the date of the Annual General Meeting:

• (a) 539,976,828 Shares (under Listing Rule 7.1); and

• (b) 359,984,552 Shares (under Listing Rule 7.1A).[1]

• 25 Listing Rule 7.1A requires Resolution 3 to be passed as a special resolution. A special resolution needs approval by at least 75% of the votes cast by members entitled to vote on the resolution.

Directors’ recommendation

• 26 The Directors recommend you vote in favour this resolution.

Resolution 4: Issue of options to Managing Director

• 27 Subject to the approval of Shareholders, the Company proposes to issue 50,000,000 options to Leslie Chong, Managing Director (or her nominee).

• 28 Once approval is obtained pursuant to Listing Rule 10.14, the Company is entitled to rely on Listing Rule 10.12, Exception 4 as an exception to any requirement that may otherwise apply requiring Shareholder approval under Listing Rule 10.11. Similarly, approval will not be required under Listing Rule 7.1.

• 29 The options shall be issued under and subject to the terms of the ESOP.

• 30 The board has formed the view that the issue of options to Ms Chong does not require shareholder approval under section 208 of the Corporations Act, as the issue of the options constitutes ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

• 31 Shareholder approval is sought for the grant of the following options as detailed below:

• (a) each option is to acquire one Share;

• (b) the options are issued for nil consideration;

• (c) the exercise price will be:

1 The actual number of Shares the Company will have capacity to issue under Listing Rule 7.1A may vary and will be determined at the date of issue in accordance with Listing Rule 7.1A.2 (as illustrated in the table above).

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• (i) 10,000,000 at $0.04 per option;

• (ii) 20,000,000 at $0.042 per option;

• (iii) 20,000,000 at $0.045 per option

• (d)

• the options will not be transferable;

• (e) it is intended that the options will be issued within 5 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;

• (f)

• the options will have an expiry date of on or before 30 June 2021; and

• (g) the options will only vest in the event specific performance hurdles, determined by the Board, are met.

General Terms of the issue of options under Resolution 4

• 32 The other general terms for the options to be issued under Resolution 4 are:

• (a) if there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, the rights attaching to the options issued pursuant to Resolution 4 will be changed to the extent necessary to comply with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation;

• (b) the options do not entitle Ms Chong to participate in any new issues by the Company without exercising the options;

• (c) the options do not confer on Ms Chong any rights to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised except:

  • (i) in the case of a pro rata issue to the holders of shares (except a bonus issue) in which case the exercise price of each option shall be reduced in accordance with the formula contained in Listing Rule 6.22.2; and

  • (ii) in the case of a bonus issue to the holders of Shares, in which case the number of Shares over which each option is exercisable shall be increased by the number of Shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;

• (d) all shares issued pursuant to the exercise of options will, subject to the Constitution of the Company, rank in all respects (other than in respect of dividends, rights issues or bonus issues declared prior to allotment) equally with the existing Shares at the date of issue and allotment; and

• (e) the options will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on exercise of the options.

Additional Listing Rule 10.15 disclosures

• 33 All Directors are potentially eligible to participate in the Company’s ESOP.

• 34 The following securities have been issued to relevant persons under the Company’s ESOP:

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Options Date of issue Exercise Price Expiry date
5,000,000 21/09/2017 $0.02 30/06/2020
5,000,000 21/09/2017 $0.025 30/06/2020
10,000,000 4/12/2017 $0.02 4/12/2020
5,000,000 19/07/2018 $0.04 30/06/2021
5,000,000 19/07/2018 $0.042 30/06/2021
5,000,000 19/07/2018 $0.045 30/06/2021
----- End of picture text -----

• 35 There are no loan arrangements with Ms Chong in relation to the acquisition of the options.

Directors’ Recommendation

• 36 The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this resolution.

Resolution 5: Issue of options to Director

• 37 Subject to the approval of Shareholders, the Company proposes to issue 25,000,000 options to Paul Hopper, Director (or his nominee).

• 38 Once approval is obtained pursuant to Listing Rule 10.14, the Company is entitled to rely on Listing Rule 10.12, Exception 4 as an exception to any requirement that may otherwise apply requiring Shareholder approval under Listing Rule 10.11. Similarly, approval will not be required under Listing Rule 7.1.

• 39

• The options shall be issued under and subject to the terms of the ESOP.

• 40 The board has formed the view that the issue of options to Mr Hopper does not require shareholder approval under section 208 of the Corporations Act, as the issue of the options constitutes ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

• 41 Shareholder approval is sought for the grant of the following options as detailed below:

• (a) each option is to acquire one Share;

• (b) the options are issued for nil consideration;

• (c) the exercise price will be:

  • (i) 5,000,000 at $0.04 per option;

  • (ii) 10,000,000 at $0.042 per option; (iii) 10,000,000 at $0.045 per option;

• (d) the options will not be transferable;

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• (e) it is intended that the options will be issued within 5 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;

• (f) the options will have an expiry date of on or before 30 June 2021; and

• (g) the options will only vest in the event specific hurdles, determined by the Board, are met.

General Terms of the issue of options under Resolution 5

• 42 The other general terms for the options to be issued under Resolution 5 are:

• (a) if there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, the rights attaching to the options issued pursuant to Resolution 5 will be changed to the extent necessary to comply with the Listing Rules applying to a re-organisation of capital at the time of the re-organisation;

• (b) the options do not entitle Mr Hopper to participate in any new issues by the Company without exercising the options;

• (c) the options do not confer on Mr Hopper any rights to a change in the exercise price of the options or a change to the number of underlying securities over which the options can be exercised except:

  • (i) in the case of a pro rata issue to the holders of shares (except a bonus issue) in which case the exercise price of each option shall be reduced in accordance with the formula contained in Listing Rule 6.22.2; and

  • (ii) in the case of a bonus issue to the holders of Shares, in which case the number of Shares over which each option is exercisable shall be increased by the number of Shares which the holder of the option would have received if the option had been exercised before the record date for the bonus issue;

• (d) all shares issued pursuant to the exercise of options will, subject to the Constitution of the Company, rank in all respects (other than in respect of dividends, rights issues or bonus issues declared prior to allotment) equally with the existing Shares at the date of issue and allotment; and

• (e) the options will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on exercise of the options.

Additional Listing Rule 10.15 disclosures

• 43 All Directors are potentially eligible to participate in the Company’s ESOP.

• 44 The following securities have been issued to relevant persons under the Company’s ESOP:

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----- Start of picture text -----

Options Date of issue Exercise Price Expiry date
5,000,000 21/09/2017 $0.02 30/06/2020
5,000,000 21/09/2017 $0.025 30/06/2020
10,000,000 4/12/2017 $0.02 4/12/2020
5,000,000 19/07/2018 $0.04 30/06/2021
5,000,000 19/07/2018 $0.042 30/06/2021
5,000,000 19/07/2018 $0.045 30/06/2021
----- End of picture text -----

45 There are no loan arrangements with Mr Hopper in relation to the acquisition of the options.

Directors’ Recommendation

46 The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to this resolution.

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Glossary

Imugene Limited ACN 009 179 551

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Annual General Meeting means the Company’s annual general meeting the subject of this
Notice of Meeting.
Annual Report means the 2018 annual report of the Company.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 or the securities exchange
operated by it (as the case requires).
Board means the board of directors of the Company.
Company means Imugene Limited ACN 009 179 551.
Constitution means the constitution of the Company.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
Directors means the directors of the Company.
ESOP means the Company’s employee share option plan
Explanatory Memorandum means the explanatory memorandum attached to the Notice of
Meeting.
Key Management Personnel means those persons having authority and responsibility for planning,
directing and controlling the activities of the Company, directly or
indirectly, including any Director (whether executive or otherwise).
Listing Rules means the listing rules of ASX.
Notice of Meeting means the notice of meeting and includes the Explanatory
Memorandum.
Remuneration Report means the section of the Directors’ report for the 2018 financial year
that is included under section 300A(1) Corporations Act.
Shares means the existing fully paid ordinary shares in the Company.
Shareholder means a person who is the registered holder of Shares.
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IMUGENE LIMITED | ACN 009 179 551

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AGM Registration Card

If you are attending the meeting in person, please bring this with you for Securityholder registration.

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Holder Number:

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Vote by Proxy: IMU

Your proxy voting instruction must be received by 10.00am (Sydney time) on Sunday, 11 November 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY VOTE ONLINE

Vote online at https://investor.automic.com.au/#/loginsah

Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting form.

• Save Money: help minimise unnecessary print and mail costs for the Company.

• It’s Quick and Secure: provides you with greater privacy, eliminates any postal delays and the risk of potentially getting lost in transit.

• Receive Vote Confirmation: instant confirmation that your vote has been processed. It also allows you to amend your vote if required.

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SUBMIT YOUR PROXY VOTE BY PAPER

Complete the form overleaf in accordance with the instructions set out below.

YOUR NAME AND ADDRESS

The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.

VOTING UNDER STEP 1 - APPOINTING A PROXY

If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chairman of the Meeting will be appointed as your proxy by default.

DEFAULT TO THE CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF SECOND PROXY

You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. └

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided

Individual : Where the holding is in one name, the Shareholder must sign.

Joint holding : Where the holding is in more than one name, all of the Shareholders should sign.

Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.

Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.

Email Address : Please provide your email address in the space provided.

By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.

ATTENDING THE MEETING

Completion of a Proxy Voting Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Voting Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

POWER OF ATTORNEY

If a representative as power of attorney of a Shareholder of the Company is to attend the Meeting, a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms.

Contact us – All enquiries to Automic

Return your completed form

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BY MAIL: IN PERSON: BY EMAIL: WEBCHAT: https://automic.com.au/ Automic Automic meetings@automic.com.au EMAIL: hello@automic.com.au GPO Box 5193 Level 5 PHONE: Sydney NSW 2001 126 Phillip Street 1300 288 664 (Within Australia) Sydney NSW 2000 +61 2 9698 5414 (Overseas)

WEBCHAT: https://automic.com.au/

Complete and return this form as instructed only if you do not vote online I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Imugene Limited (Company) will be held at the offices of McCullough Robertson Lawyers, Level 32, 19 Martin Place, Sydney NSW 2000 on Tuesday, 13 November 2018 at 10.00am (Sydney time) hereby:

Appoint the Chairman of the Meeting (Chair) OR if you are not appointing the Chairman of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

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AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS

Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1, 4 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4 and 5 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

Resolutions For Against Abstain

1. Adoption of the Remuneration Report

2. Re-election of Dr Axel Hoos

3. Approval of additional 10% capacity under Listing Rule 7.1A

4. Issue of options to Managing Director

1. Issue of options to Director

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

SIGNATURE OF SECURITYHOLDERS – THIS MUST BE COMPLETED

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name: Email Address: Contact Daytime Telephone Date (DD/MM/YY) / / By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).

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