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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	McCullough Robertson, Level 32, 25 Martin Place, Sydney NSW 2000and virtually (online) by Zoom conference
Date	Thursday, 30 November 2023
Time	3pm (Sydney time) Registration from 2:30pm (Sydney time)

Zoom meeting details

The AGM will also be webcast live via an online platform. To participate you will need a desktop or mobile/tablet device with internet access. When you log onto the online platform to register to attend the AGM, you will need to provide your details (including SRN or HIN) to be verified as a Shareholder.

To register for the meeting, please click the link below:

https://us02web.zoom.us/webinar/register/WN_-a7ASwXfTGG3ULSOStv5RQ After registering, you will receive a confirmation email containing information about joining the Meeting.

If Shareholders are unable to attend the Meeting using the online platform they are encouraged to alternatively, return the Proxy Form to the Company in accordance with the instructions thereon.

Returning the Proxy Form will not preclude a Shareholder from attending and voting at the Meeting utilising the online platform should they elect to do so.

Shareholder Questions

In accordance with the Corporations Act, reasonable opportunity will be given to Shareholders at the Meeting to ask questions about, or make comments on, the Meeting, the Company’s management and the Remuneration Report, or the Company itself.

A reasonable opportunity will also will be given to Shareholders of the Meeting to ask the Company’s auditor, Grant Thornton Audit Pty Ltd ( Auditor ), questions relevant to the auditor’s report or conduct of the audit, the preparation and contents of the audit report, the content of the audit, the independence of the Auditor in relation to the conduct of the audit and the accounting policies adopted by the Company in preparation of the financial statements. The Auditor will be given a reasonable opportunity to answer written questions submitted by Shareholders of the Meeting.

In accordance with section 250PA of the Corporations Act, written questions for the Auditor must be submitted to the Company by no later than the fifth business day before the day on which the Meeting is to be held. In this case, no later than 23 November 2023.

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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 2023.

Resolution 1 - 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.

Under the Corporations Act, the vote on the Remuneration Report is advisory only and does not bind the Directors of the Company or the Company.

Resolution 2 – Election of Director – Ms Kim Drapkin

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

2 ‘That, Ms Kim Drapkin, a Director, having previously been appointed to fill a casual vacancy, retires in accordance with Listing Rule 14.4 and rule 19.3 of the Company’s constitution ( Constitution ), and having consented to act and being eligible, be elected as a Director of the Company.’

Note: Further information about the candidate appears in the Explanatory Memorandum.

The Directors (with Ms Kim Drapkin abstaining) unanimously recommend that you vote in favour of this resolution.

Special business

Resolution 3 – Approval of amended Employee Share Option Plan

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

3 ‘That for the purpose of Listing Rule 7.2, Exception 13(b), sections 200B and 200E of the Corporations Act and for all other purposes, the amended Employee Share Option Plan ( Amended ESOP ), be approved terms contained in the Explanatory Memorandum.’

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

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Resolution 4 – Issue of performance rights to Director – Mr Paul Hopper

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

4 ‘That, for the purposes of Listing Rule 10.14, Shareholders approve the granting of 7,803,000 performance rights vesting in equal parts over four years to Mr Paul Hopper, Director, or his nominee, under the Amended ESOP, 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 corporate governance from making a recommendation in relation to this resolution.

Resolution 5 – Issue of performance rights to Director – Ms Leslie Chong

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

5 ‘That, for the purposes of Listing Rule 10.14, Shareholders approve the granting of 46,350,000 performance rights vesting in equal parts over four years to Ms Leslie Chong, Director, or her nominee, under the Amended ESOP, 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 corporate governance from making a recommendation in relation to this resolution.

Resolution 6 – Issue of restricted stock units to Director – Dr Jakob Dupont

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

6 ‘That, for the purposes of Listing Rule 10.14, Shareholders approve the granting of 2,000,000 restricted stock units vesting in equal parts over four years to Dr Jakob Dupont, Director, or his nominee, under the Amended ESOP, 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 corporate governance from making a recommendation in relation to this resolution.

Resolution 7 – Issue of restricted stock units to Director – Dr Jens Eckstein

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

7 ‘That, for the purposes of Listing Rule 10.14, Shareholders approve the granting of 2,000,000 restricted stock units vesting in equal parts over four years to Dr Jens Eckstein, Director, or his nominee, under the Amended ESOP, 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 corporate governance from making a recommendation in relation to this resolution.

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Resolution 8 – Issue of restricted stock units to Director – Dr Lesley Russell

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

8 ‘That, for the purposes of Listing Rule 10.14, Shareholders approve the granting of 2,000,000 restricted stock units vesting in equal parts over four years to Dr Lesley Russell, Director, or her nominee, under the Amended ESOP, 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 corporate governance from making a recommendation in relation to this resolution.

Resolution 9 – Issue of restricted stock units to Director – Ms Kim Drapkin

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

9 ‘That, for the purposes of Listing Rule 10.14, Shareholders approve the granting of 2,000,000 restricted stock units vesting in equal parts over four years to Ms Kim Drapkin, Director, or her nominee, under the Amended ESOP, 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 corporate governance from making a recommendation in relation to this resolution.

Resolution 10 – contingent resolution to spill the Board

Resolution 10 is only required if 25% or more of votes validly cast are against Resolution 1, Directors’ Remuneration Report.

This resolution asks shareholders if they wish to convene an extraordinary general meeting within 90 days of the Annual General Meeting, at which all directors (excluding the Managing Director) will be required to vacate office and may stand for re-election.

If you do not want a Spill Meeting to take place, you should vote ‘against’ Resolution 10.

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

10 ‘That subject to and conditional on at least 25% of the votes cast on Resolution 1 being cast against the adoption of the Remuneration Report:
(a) an extraordinary general meeting of the Company (the ‘Spill Meeting’) be held within 90 days of the passing of this resolution;
(b) all of the non-executive Directors in office when the Directors’ report for the year ended 30 June 2023 was approved and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and
(c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.’

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The Directors recommend that shareholders vote AGAINST Resolution 10. The Chair of the meeting intends to vote all proxies AGAINST this resolution.

Dated: 30 October 2023

By order of the Board

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Michael Tonroe

Company Secretary

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Voting Exclusion Statement

Corporations Act

Resolutions 1 and 10 - 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.

For the purposes of section 224 Corporations Act, the Company will not disregard a vote if:

(a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
(b) it is not cast on behalf of a related party or associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.

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 Amended ESOP	any person who is eligible to participate in the Amended ESOP and each of their associates.
Resolution 4 – Issue of performance rights to Director – Mr Paul Hopper	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 – Issue of performance rights to Director – Ms Leslie Chong
Resolution 6 – Issue of restricted stock units to Director – Dr Jakob Dupont
Resolution 7 – Issue of restricted stock units to Director – Dr Jens Eckstein
Resolution 8 – Issue of restricted stock units to Director – Dr Lesley Russell
Resolution 9 – Issue of restricted stock units to Director – Ms Kim Drapkin

However, this does not apply to a vote cast in favour of a resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

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(ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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/#/loginsahwhich 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 3pm (Sydney time) on 28 November 2023 (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 7.00pm (Sydney time) on 28 November 2023.
(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 McCullough Robertson, Level 32, 25 Martin Place, Sydney NSW 2000 and virtually (online) by Zoom on 30 November 2023 at 3pm (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 23 November 2023. Please send any written questions for Grant Thornton to:

Suite 12.01, 4-6 Bligh Street, Sydney, NSW 2000.

or via email to: [email protected]

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.

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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.

Response to first strike

11 At the annual general meeting of the Company on 17 November 2022, more than 25% of the votes were cast against the adoption of the 2022 remuneration report, which constitutes a “first strike” for the purposes of the Corporations Act. The Board took that very seriously. As a result, the Board completed a comprehensive review of our executive remuneration framework, and as a result it has made changes to its remuneration structure. The Company’s goals and incentive framework have been updated to achieve a better balance between improving the overall position of the Company and rewarding its KMP accordingly.
12 Under the Corporations Act, if at least 25% of the votes cast on the resolution to adopt the remuneration report at two consecutive AGMs are against the resolution, shareholders must be given an opportunity to vote on a ‘spill resolution’ at the second meeting (see Resolution 10). This is known as the ‘two strikes’ rule. Therefore, if at least 25% of the votes cast on this resolution in Resolution 1 are cast against adoption of the 2023 Remuneration Report the Company would receive a ‘second strike’ and would be required to put the conditional spill resolution in Resolution 10 to the AGM. For details of the effect of the spill resolution, please read the explanatory notes for Resolution 10.

Directors’ Recommendation

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

Resolution 2: Election of Director – Ms Kim Drapkin

14 Ms Kim Drapkin was previously appointed to fill a casual vacancy for the Company on 21 June 2023 and retires in accordance with rule 19.3 of the Company’s Constitution and Listing Rule 14.4 and stands for election.
15 Ms Kim Drapkin has 25 years of experience in the biotechnology and pharmaceutical sectors with background in finance, capital raising, and strategic financial planning. She held the position of CFO and Treasurer at Jounce Therapeutics, Inc. from 2015 until its acquisition in May 2023, having played a role in the company’s growth and financing since its inception. Before joining Jounce, Ms Drapkin managed a financial consulting firm and served as interim CFO for various early-stage biotech companies, including Eleven Biotherapeutics, Inc., NinePoint Medical, Inc., Blueprint Medicines Corporation, Warp Drive Bio LLC, Edimer Pharmaceuticals, Avila Therapeutics, Inc., and Voyager Therapeutics, Inc.
16 Prior to that, Ms Drapkin held CFO positions at EPIX Pharmaceuticals and has experience at Millennium Pharmaceuticals. Ms Drapkin also currently serves as the audit committee chair and compensation committee member on Acumen Pharmaceuticals board (NASDAQ: ABOS). Previously, she served on Proteostasis Therapeutics board (NASDAQ: PTI) from 2019 to 2020 and continued on Yumanity Therapeutics board (NASDAQ: YMTX) following its merger with PTI in

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December 2020 until December 2022. In PTI and Yumanity, Ms Drapkin chaired the audit committee and participated in the governance and compensation committees, as well as served on transaction committees for both companies.

Directors’ Recommendation

17 The Directors (with Ms Drapkin abstaining), unanimously recommend the appointment of Ms Kim Drapkin to the Board.

Resolution 3: Approval of amended Employee Share Option Plan

Background

18 The Company proposes to amend its currently equity incentive plan ( Amended ESOP ) to:
(a) permit the issuance of performance rights under the plan; and
(b) incorporate a US Subplan to permit issuances to be made to the Company’s US based employees. The purpose of the US Subplan is to facilitate compliance with US tax, securities, and other applicable laws, and to permit the Company to issue various awards, such as incentive stock options, non-statutory stock options, and restricted stock units to eligible participants who are US residents.
19
A copy of the Amended ESOP is provided at Annexure A.
20 The Amended ESOP remains a key foundation of the Company’s equity incentive programme and is designed to:
(a) assist in the motivation, retention and reward of employees and directors of the Company by linking the reward of key staff with the achievement of Corporate Performance Goals set by the Board each financial year and the long-term performance of the Company. Vesting of Performance Rights and Restricted Stock Units to be awarded under the Amended ESOP is subject to corporate performance goals that include targets set within the following categories and which are weighted according to the Company’s strategic focus for the next financial year:
- Company share price performance during the financial year (10% weighting);
- Clinical development program milestones for the Companies platforms: azer-cel, onCARlytics, CF33 oncolytics and B-Cell (30% weighting);
- Commercial partnering and collaboration activities (15% weighting);
- Capital and cashflow management (15% weighting); and
- Chemistry, Manufacturing and Control performance and completion of CF33 and Azer-cel manufacture (30% weighting),

(together, the Corporate Performance Goals ).

(b) incentivise and promote the alignment of the interests of the Board and management with those of shareholders; and
(c) encourage share ownership by employees.
21 Additionally, the Board considers equity-based compensation an integral component of the Company’s remuneration platform as it allows it to be fiscally prudent by conserving cash resources while still enabling it to offer market-competitive remuneration arrangements. Accordingly, the Company is seeking shareholder approval for the Amended ESOP.

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22 The Existing ESOP was first adopted at the Company’s Annual General Meeting in 2020 and was most recently renewed at the Company’s Annual General Meeting in 2022.
23 The Amended ESOP will remain available to eligible employees, Directors or such other persons as the Board should deem fit to receive awards to acquire Shares in the Company. In accordance with Listing Rule 10.14, no Directors or their associates can or will be issued equity securities under the Amended ESOP unless shareholder approval of specific issues to them is first obtained.
24 The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain shareholder approval. Approval is therefore being sought to issue up to 716,497,486 securities under the Amended ESOP.

Listing Rules

25 ASX Listing Rule 7.1 allows the Company to issue a maximum of 15% of its capital in any 12month period without requiring shareholder approval. Pursuant to Listing Rule 7.2, Exception 13(b), an issue under an employee incentive plan will not count toward a company’s 15% limit provided the plan was approved by shareholders within three years before the date of the securities being issued. Approval is therefore sought in respect of the Amended ESOP under that rule.
26 If Resolution 3 is passed, the Company will be able to issue up to 716,497,486 securities under the Amended ESOP without such issuances counting towards the Company’s placement capacity.
27 If Resolution 3 is not approved, any issuances of securities by the Company under the Amended ESOP will count towards the Company’s placement capacity under Listing Rule 7.1 (unless such securities are issued with shareholder approval under a different Listing Rule). This will effectively decrease the number of securities it can issue without obtaining shareholder approval over the last 12 month period following the issue date.
28 For the purposes of Listing Rule 7.2 exception 13(b):
(a) a copy of the Amended ESOP is set out in Annexure A to this Notice;
(b) no securities have been issued to date under the Amended ESOP. However, 98,798,512 securities have been issued under the Existing ESOP since it was last approved by Shareholders in 2022; and
(c) the maximum number of securities proposed to be issued under the Amended ESOP within the three-year period from the date of the passing of this resolution is 716,497,486 (which currently represents 10% of the Company’s Share capital). This number is not intended to be a prediction of the actual number of securities to be issued by the Company, simply a ceiling for the purposes of Listing Rule 7.2 (Exception 13(b)).

Corporations Act

29 Shareholders are also being asked to approve the ability for the Board to be able to exercise certain discretions under the Amended ESOP in relation to the treatment of unvested or unexerciseable awards that may have been granted under the Amended ESOP.
30 The Corporations Act provides that the Company may only give a person a benefit in connection with their ceasing to hold a managerial or executive office in the Company or its related bodies corporate if it is approved by Shareholders or an exemption applies (for example, where the benefit together with other benefits does not exceed the base salary of the relevant person as set out in section 200F Corporations Act).

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31 The term ‘benefit’ has a wide operation and may include (for example) the accelerated vesting of awards issued under the Amended ESOP. Under the terms of the Amended ESOP, the Board has the discretion to determine that some, or all, of those awards that have not vested or are not otherwise exercisable at the time an eligible participant ceases employment with the Company either vest, become exercisable or otherwise waive restrictions on the awards. If an eligible participant who holds, or has held, a managerial or executive office within the meaning of section 200B ceases employment with the Company, that eligible participant may be entitled to have any awards issued to them vest, or otherwise become exercisable where the awards were not otherwise (at the discretion of the Board). This constitutes a ‘benefit’ for the purposes of section 200B Corporations Act.
32 Advance shareholder approval is therefore being sought, for the purposes of sections 200B and 200E Corporations Act, to provide benefits which may otherwise be prohibited under section 200B Corporations Act. If shareholder approval is obtained, it will give the Board maximum flexibility to deal with the unvested or unexerciseable awards under the plan granted to executives or key personnel who cease employment.
33 Shareholders are not being asked to approve any increase in the remuneration or benefits payable to relevant personnel, nor any variations to the existing discretions of the Board. Approval is sought in relation to both current and future personnel who hold or have held during the three years prior to cessation of employment a managerial or executive office in the Company or a related body corporate.
34 The amount and value of the termination benefits for which the Company is seeking approval is the maximum potential benefit that could be provided under the Amended ESOP, in order to provide the Board with the discretion to determine the most appropriate termination package for the outgoing executives or key personnel. There is no obligation for the Board to exercise this discretion. Exercise of the discretion will depend on factors such as the participant’s performance, contribution and tenure. The amount and value of any consequent termination benefits that may be received as a result of early exercise of the awards upon cessation of employment cannot be ascertained in advance. This is because various matters, events and circumstances will or are likely to affect the calculation of the amount and value, including:
(a) the circumstances of the participant’s cessation of employment (for example, whether cessation of employment arises due to resignation, retirement or redundancy);
(b) the terms contained within the invitation to participate (such as the applicable vesting conditions);
(c) number of unvested or unexercisable awards held by the relevant eligible participant prior to cessation of employment;
(d) the market price of the Company’s shares on the ASX at the relevant time; and
(e) any other factors that the Board determines to be relevant when exercising its discretion under the Amended ESOP.
35 It can be reasonably anticipated that aspects of the Amended ESOP may be amended from time to time in line with market practice and changing governance standards. Where relevant, these changes will be reported in the Company’s Remuneration Report. However, it is intended that this approval will remain valid for Board discretions exercised under the Amended ESOP, provided that at the time the discretion is exercised the Amended ESOP rules contain a discretion for the Board to vest all or a pro rata portion of a participant’s unvested awards or to allow them to continue on foot on the terms of the Amended ESOP rules.

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Directors’ recommendation

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

Resolutions 4, 5 ,6 7, 8 and 9: Issue of equity securities to Directors

37 Subject to Shareholders approving each of Resolutions 4, 5 ,6 7, 8 and 9 the Company proposes to issue (respectively):
(a) 7,803,000 performance rights to Mr Paul Hopper, Director (or his nominee);
(b) 46,350,000 performance rights to Ms Leslie Chong, Director (or her nominee);
(c) 2,000,000 restricted stock units to Dr Jakob Dupont, Director (or his nominee);
(d) 2,000,000 restricted stock units to Dr Jens Eckstein, Director (or his nominee);
(e) 2,000,000 restricted stock units to Dr Lesley Russell, Director (or her nominee);
(f) 2,000,000 restricted stock units to Ms Kim Drapkin, Director (or her nominee),

(together, the Incentive Securities ).

38 The Incentive Securities shall be issued under and subject to the terms of the Amended ESOP.
39 The board has formed the view that the issue of the Incentive Securities to each Director does not require shareholder approval under section 208 of the Corporations Act, as the issue of the Incentive Securities to each of them constitutes ‘reasonable remuneration’ in accordance with section 211 of the Corporations Act.

Listing Rule 10.14

40 Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire Equity Securities under an employee incentive scheme without the approval of the holders of its ordinary securities:
10.14.1 a director of the entity;
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.
41 The issue of the Incentive Securities to each Director falls within Listing Rule 10.14.1 and therefore requires the approval of Shareholders under Listing Rule 10.14.
42 Resolutions 4, 5, 6, 7, 8 and 9 seek the required Shareholder approval for the issue of the Incentive Securities under and for the purposes of Listing Rule 10.14.

Technical information required by Listing Rule 14.1A

43 If each of Resolutions 4, 5, 6, 7, 8 and 9 are passed, the Company will be able to proceed with the issue of the Incentive Securities to each of the Directors under the Amended ESOP. As

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approval pursuant to Listing Rule 7.1 is not required for the issue of the Incentive Securities (because approval is being obtained under Listing Rule 10.14), the issue of the Incentive Securities will not use up any of the Company’s 15% annual placement capacity. 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.

44 If any of Resolutions 4, 5, 6, 7, 8 and 9 are not passed, the Company will not be able to proceed with the issue of the applicable tranche of Incentive Securities to the relevant Director under the Amended ESOP and may need to agree alternative forms of remuneration with that Director.

Resolution 4 – issue of performance rights to Director – Mr Paul Hopper

45 Shareholder approval is sought under Resolution 4 for the grant of up to 7,803,000 performance rights to Mr Paul Hopper as detailed below:
(a) each Performance Right is to acquire one Share;
(b) the Performance Rights are issued for nil consideration;
(c) the Performance Rights will not be transferable;
(d) the price for each Share that may be issued upon vesting of a Performance Right is nil;
(e) it is intended that the Performance Rights will be issued within 30 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;
(f) the Performance Rights will expire seven years from date of issue;
(g) the vesting conditions for the Performance Rights are that the holder must remain employed by the Company and annual Corporate Performance Goals set by the Board must be met; and
(h) subject to the Directors determining that the applicable vesting conditions have been met, the Performance Rights will vest in equal tranches over four years from date of issue.
46 The other general terms for the Performance Rights to be issued to Mr Paul Hopper under Resolution 4 are:
(a) the Performance Rights do not entitle the holder to participate in any new issues by the Company without shares having been issued to the holder upon vesting of the performance Rights;
(b) the Performance Rights do not confer on the holder 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;
(c) all shares issued pursuant to the vesting of Performance Rights 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
(d) the Performance Rights will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on vesting of the Performance Rights.

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47 All Directors are potentially eligible to participate in the Company’s Amended ESOP.
48 The current total remuneration package for Mr Hopper (excluding the value of the proposed Performance Rights) is $316,100 per annum, comprising of short-term benefits including cash salary and cash bonus and options of $199,127 for the year ended 30 June 2023. If the Performance Rights are issued, the total remuneration package of $515,227 will increase by $97,538, being the value of the Performance Rights, to $612,765.
49 Mr Hopper has not previously received securities under the Amended ESOP. He has, however, previously been issued 2,900,000 Equity Securities under the Company’s Existing ESOP.
50 As at the date of this meeting, no securities have been issued under the Amended ESOP.
51 There are no loan arrangements with Mr Hopper in relation to the acquisition of the Performance Rights.
52 Details of any Performance Rights issued under the Amended ESOP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
53 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Amended ESOP after Resolution 4 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Resolution 5 – issue of performance rights to Director – Ms Leslie Chong

54 Shareholder approval is sought under Resolution 5 for the grant of up to 46,350,000 performance rights to Ms Chong as detailed below:
(a) each Performance Right is to acquire one Share;
(b) the Performance Rights are issued for nil consideration;
(c) the Performance Rights will not be transferable;
(d) the price for each Share that may be issued upon vesting of a Performance Right is nil;
(e) it is intended that the Performance Rights will be issued within 30 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;
(f) the Performance Rights will expire seven years from date of issue;
(g) the vesting conditions for the Performance Rights are that the holder must remain employed by the Company and annual Corporate Performance Goals set by the Board must be met; and
(h) subject to the Directors determining that the applicable vesting conditions have been met, the Performance Rights will vest in equal tranches over four years from date of issue.
55 The other general terms for the Performance Rights to be issued to Ms Chong under Resolution 5 are:

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(a) the Performance Rights do not entitle the holder to participate in any new issues by the Company without shares having been issued to the holder upon vesting of the performance Rights;
(b) the Performance Rights do not confer on the holder 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;
(c) all shares issued pursuant to the vesting of Performance Rights 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
(d) the Performance Rights will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on vesting of the Performance Rights.
56 All Directors are potentially eligible to participate in the Company’s Amended ESOP.
57 The current total remuneration package for Ms Chong (excluding the value of the proposed Performance Rights) is $993,750 per annum, comprising of short-term benefits including cash salary and cash bonus and long-term benefits of $59,429 (including superannuation) and options of $1,429,508 for the year ended 30 June 2023. If the Performance Rights are issued, the total remuneration package of $2,482,687 will increase by $579,375, being the value of the Performance Rights, to $3,062,062.
58 Ms Chong has not previously received securities under the Amended ESOP. She has, however, previously been issued 20,300,000 Equity Securities under the Company’s Existing ESOP.
59 As at the date of this meeting, no securities have been issued under the Amended ESOP.
60 There are no loan arrangements with Ms Chong in relation to the acquisition of the Performance Rights.
61 Details of any Performance Rights issued under the Amended ESOP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
62 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of Performance Rights under the Amended ESOP after Resolution 5 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Resolution 6 – issue of restricted stock units to Director – Dr Jakob Dupont

63 Shareholder approval is sought under Resolution 6 for the grant of up to 2,000,000 restricted stock units ( RSU s) to Dr Dupont as detailed below:
(a) each RSU is to acquire one Share;
(b) the RSUs are issued for nil consideration;
(c) the RSUs will not be transferable;
(d) the price for each Share that may be issued upon vesting of an RSU is nil;

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(e) it is intended that the RSUs will be issued within 30 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;
(f) the RSUs will expire seven years from date of issue;
(g) the vesting conditions for the RSUs are that the holder must remain a Director and annual Corporate Performance Goals set by the Board must be met; and
(h) subject to the Directors determining that the applicable vesting conditions have been met, the RSUs will vest in equal tranches over four years from date of issue.
64 The other general terms for the RSUs to be issued to Dr Dupont under Resolution 6 are:
(a) the RSUs do not entitle the holder to participate in any new issues by the Company without shares having been issued to the holder upon vesting of the RSUs;
(b) the RSUs do not confer on the holder 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;
(c) all shares issued pursuant to the vesting of RSUs 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
(d) the RSUs will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on vesting of the RSUs.
65 All Directors are potentially eligible to participate in the Company’s Amended ESOP.
66 The current total remuneration package for Dr Dupont (excluding the value of the proposed RSUs) is $74,319 per annum, comprising of director fees and options of $118,408 for the year ended 30 June 2023. If the RSUs are issued, the total remuneration package of $191,268 will increase by $25,000, being the value of the RSUs, to $216,268.
67 Dr Dupont has not previously received securities under the Amended ESOP. He has, however, previously been issued 2,100,000 Equity Securities under the Company’s Existing ESOP.
68 As at the date of this meeting, no securities have been issued under the Amended ESOP.
69 There are no loan arrangements with Dr Dupont in relation to the acquisition of the RSUs.
70 Details of any RSUs issued under the Amended ESOP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
71 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of RSUs under the Amended ESOP after Resolution 6 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Resolution 7 – issue of restricted stock units to Director – Dr Jens Eckstein

72 Shareholder approval is sought under Resolution 7 for the grant of up to 2,000,000 restricted stock units ( RSU s) to Dr Eckstein as detailed below:
(a) each RSU is to acquire one Share;

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(b) the RSUs are issued for nil consideration;
(c) the RSUs will not be transferable;
(d) the price for each Share that may be issued upon vesting of an RSU is nil;
(e) it is intended that the RSUs will be issued within 30 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;
(f) the RSUs will expire seven years from date of issue;
(g) the vesting conditions for the RSUs are that the holder must remain a Director and annual Corporate Performance Goals set by the Board must be met; and
(h) subject to the Directors determining that the applicable vesting conditions have been met, the RSUs will vest in equal tranches over four years from date of issue.
73 The other general terms for the RSUs to be issued to Dr Eckstein under Resolution 7 are:
(a) the RSUs do not entitle the holder to participate in any new issues by the Company without shares having been issued to the holder upon vesting of the RSUs;
(b) the RSUs do not confer on the holder 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;
(c) all shares issued pursuant to the vesting of RSUs 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
(d) the RSUs will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on vesting of the RSUs.
74 All Directors are potentially eligible to participate in the Company’s Amended ESOP.
75 The current total remuneration package for Dr Eckstein (excluding the value of the proposed RSUs) is $74,319 per annum, comprising of director fees and options of $41,199 for the year ended 30 June 2023. If the RSUs are issued, the total remuneration package of $115,518 will increase by $25,000, being the value of the RSUs, to $140,518.
76 Dr Eckstein has not previously received securities under the Amended ESOP. He has, however, previously been issued 600,000 Equity Securities under the Company’s Existing ESOP.
77 As at the date of this meeting, no securities have been issued under the Amended ESOP.
78 There are no loan arrangements with Dr Eckstein in relation to the acquisition of the RSUs.
79 Details of any RSUs issued under the Amended ESOP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
80 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of RSUs under the Amended ESOP after Resolution 7 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

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Resolution 8 – issue of restricted stock units to Director – Dr Lesley Russell

81 Shareholder approval is sought under Resolution 8 for the grant of up to 2,000,000restricted stock units ( RSU s) to Dr Russell as detailed below:
(a) each RSU is to acquire one Share;
(b) the RSUs are issued for nil consideration;
(c) the RSUs will not be transferable;
(d) the price for each Share that may be issued upon vesting of an RSU is nil;
(e) it is intended that the RSUs will be issued within 30 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;
(f) the RSUs will expire seven years from date of issue;
(g) the vesting conditions for the RSUs are that the holder must remain a Director and annual Corporate Performance Goals set by the Board must be met; and
(h) subject to the Directors determining that the applicable vesting conditions have been met, the RSUs will vest in equal tranches over four years from date of issue.
82 The other general terms for the RSUs to be issued to Dr Russell under Resolution 8 are:
(a) the RSUs do not entitle the holder to participate in any new issues by the Company without shares having been issued to the holder upon vesting of the RSUs;
(b) the RSUs do not confer on the holder 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;
(c) all shares issued pursuant to the vesting of RSUs 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
(d) the RSUs will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on vesting of the RSUs.
83 All Directors are potentially eligible to participate in the Company’s Amended ESOP.
84 The current total remuneration package for Dr Russell (excluding the value of the proposed RSUs) is $74,319 per annum, comprising director fees and options of $41,199 for the year ended 30 June 2023. If the RSUs are issued, the total remuneration package of $115,518 will increase by $25,000, being the value of the RSUs, to $140,518.
85 Dr Russell has not previously received securities under the Amended ESOP. She has, however, previously been issued 600,000 Equity Securities under the Company’s Existing ESOP.
86 As at the date of this meeting, no securities have been issued under the Amended ESOP.
87 There are no loan arrangements with Dr Russell in relation to the acquisition of the RSUs.

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88 Details of any RSUs issued under the Amended ESOP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
89 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of RSUs under the Amended ESOP after Resolution 8 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Resolution 9 – issue of restricted stock units to Director – Ms Kim Drapkin

90 Shareholder approval is sought under Resolution 9 for the grant of up to 2,000,000 restricted stock units ( RSU s) to Ms Drapkin as detailed below:
(a) each RSU is to acquire one Share;
(b) the RSUs are issued for nil consideration;
(c) the RSUs will not be transferable;
(d) the price for each Share that may be issued upon vesting of an RSU is nil;
(e) it is intended that the RSUs will be issued within 30 days after the Annual General Meeting, but in any event no later than 12 months after the Annual General Meeting;
(f) the RSUs will expire seven years from date of issue;
(g) the vesting conditions for the RSUs are that the holder must remain a Director and annual Corporate Performance Goals set by the Board must be met; and
(h) subject to the Directors determining that the applicable vesting conditions have been met, the RSUs will vest in equal tranches over four years from date of issue.
91 The other general terms for the RSUs to be issued to Ms Drapkin under Resolution 9 are:
(a) the RSUs do not entitle the holder to participate in any new issues by the Company without shares having been issued to the holder upon vesting of the RSUs;
(b) the RSUs do not confer on the holder 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;
(c) all shares issued pursuant to the vesting of RSUs 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
(d) the RSUs will not be quoted on ASX. The Company intends to apply to ASX for quotation of any Shares acquired on vesting of the RSUs.
92 All Directors are potentially eligible to participate in the Company’s Amended ESOP.
93 The current total remuneration package for Ms Drapkin (excluding the value of the proposed RSUs) is $74,319 per annum, comprising of director fees. If the RSUs are issued, the total remuneration package will increase by $25,000, being the value of the RSUs, to $99,319.

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94 Ms Drapkin has not previously received securities under the Amended ESOP or the Company’s Existing ESOP.
95 As at the date of this meeting, no securities have been issued under the Amended ESOP.
96 There are no loan arrangements with Ms Drapkin in relation to the acquisition of the RSUs.
97 Details of any RSUs issued under the Amended ESOP will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under Listing Rule 10.14.
98 Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issue of RSUs under the Amended ESOP after Resolution 9 is approved and who were not named in this Notice will not participate until approval is obtained under Listing Rule 10.14.

Directors’ Recommendation

99 The Directors abstain, in the interests of good corporate governance, from making a recommendation in relation to each of Resolution 4, 5, 6, 7, 8 and 9.

Resolution 10: Contingent resolution to spill the board

100 This Resolution 10 ( Spill Resolution ) will only be put to the Annual General Meeting if at least 25% of the votes cast on Resolution 1 are cast against that resolution. If less than 25% of the votes cast on Resolution 1 are against the resolution, there will be no ‘second strike’ and the spill resolution will not be put to the Annual General Meeting.
101 If the spill resolution is put to the AGM, it will be considered as an ordinary resolution. If the spill resolution is passed then an extraordinary general meeting of shareholders ( Spill Meeting ) must be held within 90 days in order to consider the composition of the Board.
102 The following Non-Executive Directors who remain in office at the time of the Spill Meeting will cease to hold office at the end of the Spill Meeting unless they are willing to stand for re-election, and are re-elected, at that meeting:
(a) Mr Paul Alex Hopper;
(b) Dr Lesley Russell;
(c) Dr Jens Eckstein; and
(d) Dr Jakob Dupont.
103 If Ms Kim Drapkin is elected at the Annual General Meeting she will need to be re-elected at the Spill Meeting to remain in office.

Considerations before you vote

104 For the Spill Resolution to be passed, more than 50% of the votes validly cast on the resolution must be in favour of it.
105 In deciding how to vote on Resolution 10, the Board suggests that shareholders take the following factors into account:
(a) Loss of Directors’ leadership, skills and knowledge – Imugene has benefited from the clear focus and leadership the Board has provided to the business. Each of the relevant

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non-executive Directors has previously been elected as a Director (apart from Kim Drapkin who was appointed as a Director during this year and is standing for election at this AGM) and received strong support from shareholders. There is no assurance that the current Directors would be willing to stand for re-election at the Spill Meeting or, if they are, that they would be re-elected at that meeting. This creates significant risk that the governance of the company would be disrupted and creates a real challenge to engage new Directors with the skills and knowledge expected of members of the Board.

(b) Disruption to the company – If the Spill Resolution is passed, this will create instability in leadership and potentially negatively impact Imugene’s ability to implement its strategies.
(c) Shareholders should note that there are no voting exclusions applicable to resolutions appointing Directors at the Spill Meeting. This would mean there is no barrier to any of the KMP who are shareholders of the Company exercising their voting rights on resolutions at the Spill Meeting.
106 If you do not want a Spill Meeting to take place, you should vote ‘against’ Resolution 10.
107 If you want a Spill Meeting to take place, you should vote ‘for’ Resolution 10.

Directors’ Recommendation

108 The Directors recommend that members vote AGAINST Resolution 10.
109 The Chair of the meeting intends to vote all available proxies AGAINST this Resolution.

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Glossary

Imugene Limited ACN 009 179 551

Amended ESOP	has the meaning given to it in paragraph 18.
Annual General Meeting	means the Company’s annual general meeting the subject of this Notice of Meeting.
Annual Report	means the 2023 annual report of the Company.
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.
Corporations Act	means the Corporations Act 2001 (Cth).
Corporations Regulations	means the Corporations Regulations 2001 (Cth).
Directors	means the directors of the Company.
Equity Securities	has the meaning set out in the Listing Rules.
Explanatory Memorandum	means the explanatory memorandum attached to the Notice of Meeting.
Existing ESOP	has the meaning given to it in paragraph 22.
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 2023 financial year that is included under section 300A(1) Corporations Act.
RSU	means restricted stock units.
Shares	means the existing fully paid ordinary shares in the Company.
Shareholder	means a person who is the registered holder of Shares.
US Subplan	means the employee share option plan authorised under the ESOP under which the Company may issue various awards, such as incentive stock options, non-statutory stock options, and restricted stock units to eligible participants who are residents of the United States.

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Annexure A

Amended ESOP – Resolution 3

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IMUGENE LIMITED ACN: 009 179 551

EMPLOYEE SHARE OPTION PLAN

PLAN RULES

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1	Definitions And Interpretation----------------------------------------------------------- 4	Definitions And Interpretation----------------------------------------------------------- 4
	1.1 Definitions	4
	1.2 Interpretation	6
	1.3 Governing Law	7
2	Plan Limit ------------------------------------------------------------------------------------- 7
	2.1 Plan Limit	7
	2.2 Further Restriction On Offers	7
3	Eligibility ------------------------------------------------------------------------------------- 7
4	Shares Comprised In Each Option ------------------------------------------------------- 7
5	Offer ------------------------------------------------------------------------------------------- 8
	5.1 Offer To Participate	8
	5.2 Information About Options	8
6	Exercise Price -------------------------------------------------------------------------------- 9
	6.1 Cashless Exercise	9
7	Market Price ------------------------------------------------------------------------------- 10
8	Application For Options ----------------------------------------------------------------- 10
	8.1 Requirements For Application	10
	8.2 Formal Application	10
	8.3 Payment For Grant Of Option	10
9	Grant Of Options -------------------------------------------------------------------------- 10
	9.1 Date Of Grant	10
	9.2 Certificate	11
	9.3 Personal	11
10	Exercise Of Options And Performance Rights -------------------------------------- 11
	10.1 Right To Exercise	11
	10.2 Exercise Periods	11
	10.3 Restrictions On Exercise	11
	10.4 Lapse	11
	10.5 Notice Of Exercise	11

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	10.6 Allotment Of Shares 12
	10.7 Quotation Of Shares 12
11	New Issues --------------------------------------------------------------------------------- 12
12	Rights Of Participant Upon Exercise Of Option ------------------------------------- 13
	12.1 Ranking Of Shares 13
	12.2 Adjustment For Rights Issue 13
	12.3 Adjustment For Bonus Issue 14
	12.4 Subdivision Or Consolidation 14
	12.5 Return Of Capital 14
	12.6 Other Reconstruction 14
	12.7 No Additional Rights 14
13	Trigger Event ------------------------------------------------------------------------------ 15
14	Duration Of The Plan --------------------------------------------------------------------- 15
15	Amendment Of The Plan ---------------------------------------------------------------- 15
16	Administration ---------------------------------------------------------------------------- 15
17	Notices And Correspondence ---------------------------------------------------------- 16
	17.1 Notice To Company 16
	17.2 Notice To The Participant 16
18	Disputes ------------------------------------------------------------------------------------- 16
19	Advice --------------------------------------------------------------------------------------- 16
20	Taxation ------------------------------------------------------------------------------------ 16
21	Listing Rules And Constitution --------------------------------------------------------- 16

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

The following definitions apply unless the context requires otherwise:

Application Form means a form for the application for an Option or Performance Right in respect of an Offer made to an Eligible Employee, or other person who is declared by the Board to be eligible to participate in the Plan;

ASIC means the Australian Securities and Investments Commission;

ASX means the Australian Securities Exchange Limited;

Awards means:

(a) Shares;

(b) Options;

(d) Share Appreciation Rights.

Board means the board of directors of the Company or a committee of the Board appointed to administer the Plan;

Bonus Issue means a pro rata bonus or cash issue of securities awarded by the Company;

Cashless Exercise Facility has the meaning set out in rule 6.1(b) of this Plan;

Closing Date means the closing date for acceptance of an Offer;

Company or Imugene means Imugene Limited ACN 009 179 551;

Corporations Act means the Corporations Act 2001 (Cth);

Director means a director of the Company;

Eligible Employee means an employee or executive (including a director employed in an executive capacity) of an Employer Company who is declared by the Board to be an Eligible Employee for the purposes of the Plan;

Employer Company means the Company, a Subsidiary or any other company approved by the Board in which the Company holds not less than 20 per cent of the voting shares;

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Exchange means any stock exchange on which the shares of the Company become listed;

Exercise Condition means, in respect of any Option, one or more conditions that must be met before the Option may be exercised, as determined by the Board in its absolute discretion;

Exercise Period means, in respect of any Option, the period designated by the Board and notified in writing to the Participant as being the period during which the Participant may exercise the Option or any part of it in accordance with rule 10;

Exercise Price means, in respect of any Offer, the price payable on exercise of an Option (if any) to acquire the underlying Share, subject to any adjustment in accordance with rule 12;

Expiry Date means the final date to exercise an Option;

Group means the Company and its Subsidiaries.

Listing Rules means the rules of the Exchange and, if the Exchange is ASX, means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the official list of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;

Market Price , in relation to a Share, on a particular day means:

(a) If there was at least one transaction on the Exchange during the 5 business days before that day, the weighted average of the prices at which a Share was traded on the Exchange during the 5 business days before that day, or;
(b) If there were no transactions on the Exchange in that 5 business days in Shares, the last price at which an offer was made on the Exchange in that period to buy a Share;

Offer means an invitation to an Eligible Employee, or other person declared by the Board to be eligible to apply for an Option or Performance Right under the Plan;

Option means right to acquire a Share;

Participant means an Eligible Employee, or other person declared by the Board to be eligible, who has been granted an Option or Performance Rights under the Plan;

Performance Right means a right granted under this Plan to be issued or transferred a Share, subject to the satisfaction of any Vesting

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Conditions; Plan means the Company’s Employee Share Option Plan constituted by these rules as amended from time to time;

Share means a fully paid ordinary share in the capital of the Company;

Subsidiary has the meaning given to that term in section 9 of the Corporations Law;

Takeover Bid has the same meaning as in section 9 of the Corporations Law;

Total Exercise Amount means, in relation to each Option, the Exercise Price multiplied by the number of Shares for which the Option is being exercised; and

Trigger Event means:

(a) the despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act;
(b) the announcement of a takeover bid or receipt by the Company of a bidder’s statement in respect of the Company; or
(c) the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Option or Performance Right, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

Vesting Conditions means the vesting conditions specified in an Offer, which must be satisfied before a Performance Right vests and a Share can be issued under that Performance Right.

Vesting Date means the date all applicable Vesting Conditions have been satisfied in respect of a Performance right and a Participant is entitled to be issued a Share.

Vesting Period means the period between the date the Performance Right is granted and the Vesting Date.

1.2 Interpretation

(a) The singular includes the plural and conversely.
(b) A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any

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legislative provision substituted for it and all regulations and statutory instruments issued under it.

1.3 Governing Law

This Plan and any Options or Performance Rights issued under it are governed by the laws of Victoria.

2 PLAN LIMIT

2.1 Plan limit

The Board must not grant Awards if the number of Shares which have been or would be issued in any of the following circumstances in aggregate would exceed the amount permitted under the Corporations Act.

2.2 Further restriction on offers

No offer may be made to an Eligible Employee and no Shares may be issued or transferred to a Eligible Employee for the purposes of the Plan if to do so would cause the Company to contravene the Corporations Act or the Listing Rules (if applicable) or any other applicable securities law.

3 ELIGIBILITY

The Board may in its absolute discretion:

(a) Declare that an employee or executive of an Employer Company is an Eligible Employee; and
(b) Declare that any other person is eligible to participate in the Plan provided such participation will not require compliance with Chapters 6D.2, 6D.3 and 7.9 of the Corporations Act.

4 SHARES COMPRISED IN EACH OPTION

(a) Subject to rule 2 and paragraph4(b), the Board must decide, in its absolute discretion, the number of Shares the subject of an Option or Performance Right to be offered to an Eligible Employee, or other person declared by the Board to be eligible, in accordance with the Plan.
(b) In making a decision under paragraph4(a), the Board may take into account the actual and potential contribution of the Eligible Employee, or other person declared by the Board to be eligible, to the growth of an Employer Company.

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5 OFFER

5.1 Offer to participate

The Board may, from time to time, at its absolute discretion, make an Offer (in such form as the Board decides from time to time) to:

(a) Eligible Employees; and/or;
(b) Other persons who the Board has declared to be eligible,

inviting applications for the number of Options or Performance Rights specified in the Offer.

5.2 Information about Options

In respect of each Offer for Options, the Board must advise each person to whom the Offer is made under rule 5.1 of the following information relevant to an Option that may be granted under the Plan, namely:

(a) Any Exercise Price or Cashless Exercise Facility;
(b) The designated Exercise Period;
(c) The number of Shares for which the Participant will be entitled to subscribe upon the exercise of the Option;
(d) The Closing Date;
(e) The Expiry Date; and
(f) Any designated Exercise Condition.

5.3 Information about Performance Rights

In respect of each Offer for Performance Rights, the Board must advise each person to whom the Offer is made under rule 5.1 of the following information relevant to a Performance Right that may be granted under the Plan, namely:

(a) The designated Vesting Period;
(b) The Vesting Conditions;
(c) The Closing Date;
(d) The number of Shares for which the Participant will be entitled to subscribe upon the vesting of a Performance Right; and
(e) The Vesting Date.

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6 EXERCISE PRICE

The Exercise Price (if any) of Options issued pursuant to the Plan will be determined at the discretion of the Board and specified in the Offer.

6.1 Cashless exercise

(a) The Board may determine (in its discretion) and specify in an Offer that in exercising the Options, a Participant may elect to pay the Exercise Price by use of a cashless exercise facility. Where a cashless exercise facility is permitted, Options may be exercised by the Participating by either:
(i) paying the total Exercise Price of all Options being exercised; or
(ii) by use of the cashless exercise facility described below.
(b) The Cashless Exercise Facility entitles a Participant to set-off the Exercise Price against the number of Shares which the Participant is entitled to receive upon exercise of the Participant’s Options ( Cashless Exercise Facility ). By using the Cashless Exercise Facility, the Participant will receive Shares to the value of the surplus after the Exercise Price has been set-off. If a Participant elects to use the Cashless Exercise Facility, the Participant will only be issued that number of Shares (rounded down to the nearest whole number) as are equal in value to the difference between the total Exercise Price otherwise payable for the Options on the Options being exercised and the then market value of the Shares at the time of exercise (determined as the volume weighted average prices at which Shares were traded on the ASX over the one week period immediately preceding the exercise date) which is to be calculated in accordance with the following:

S = O x (MSP – EP) MSP

Where:

S = Number of Shares to be issued on exercise of the Options. O = Number of Options.

MSP = Market value of the Shares (calculated using the volume weighted average prices at which Shares were traded on the ASX over the one week period immediately preceding the exercise date).

EP = Option exercise price.

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7 MARKET PRICE

During the Exercise Period or Vesting Period (as applicable), the Board will, make available to the Eligible Employee, the Market Price of Shares in the same class as those offered subject to the Options or Performance Rights, within a reasonable time of the Eligible Employee making such a request.

8 APPLICATION FOR OPTIONS OR PERFORMANCE RIGHTS

8.1 Requirements for Application

Each application for an Option or Performance Right must:

(a) Be made on an Application Form;
(b) Conform with any instructions contained in the Application Form or in the Offer; and
(c) Be received by the Board at the specified place prior to the Closing Date.

8.2 Formal Application

Each Application Form when properly completed and signed by the Participant in accordance with rule 8.1 constitutes an application for the grant of an Option or Performance Right to subscribe for the Shares at the Exercise Price (in respect of Options) or upon vesting (in respect of Performance Rights).

8.3 Payment for Grant of Option of Performance Right

Unless the Board otherwise determines, no payment is required at the time an Option or Performance Rights is granted.

9 GRANT OF OPTIONS OR PERFORMANCE RIGHTS

9.1 Date of Grant

Upon acceptance of a duly signed and completed Application Form, together with any monies payable in respect of the Options and Performance Rights applied for, the Company may grant Options or Performance Rights to the Eligible Employee, or other person declared by the Board to be eligible, as specified in the Offer, with effect from the date the Board determines, on the terms of the Plan and terms of the Offer.

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9.2 Certificate

On the grant of the Option or Performance Right, the Company must issue to the Participant a certificate evidencing the Option or Performance Right and the number of Shares for which the Participant is entitled to subscribe.

9.3 Personal

An Option or Performance Right is granted under the Plan is personal to the Participant and may not be assigned to or exercised by any other person or body corporate.

10 EXERCISE OF OPTIONS

10.1 Right to Exercise

Subject to rule 10.3, a Participant may exercise the Option, or any part of it, in the applicable Exercise Period, provided any exercise is for a minimum of a marketable parcel (as defined in the Listing Rules) of Shares or such other number or multiple of a number as the Board may determine.

10.2 Exercise Periods

Options may only be exercised during the applicable Exercise Period. The Exercise Period of Options will be determined by the Board at its absolute discretion.

10.3 Restrictions on Exercise

Except where an Option becomes exercisable by virtue of the provisions of rule 10, an Option may not be exercised unless at that time any Exercise Conditions imposed by the Board have been satisfied. Exercise Conditions of Options will be determined by the Board at its absolute discretion.

10.4 Lapse

Any Option not exercised on or before the Expiry Date automatically lapses.

10.5 Notice of Exercise

(a) In order to exercise an Option, the Participant (or his or her personal representative in the case of a deceased Participant) must deliver to the Company a completed and signed notice of exercise in a form prescribed by the Board and made available to the Participants, together with the Total Exercise Amount or notice of use of the Cashless Exercise Facility (if applicable). All payments made pursuant to this rule 10 shall be made by

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cheque, bank draft or postal order made out in favour of the Company.

(b) If a Participant exercises only part of the Option, the Company must issue to the Participant a new certificate evidencing the remaining number of Shares for which the Participant is entitled to subscribe.

10.6 Allotment of Shares

Subject to rule 10.3, upon receipt of the Total Exercise Amount (where applicable) the Company must promptly allot to the Participant the Shares for which the Participant is entitled to subscribe.

10.7 Quotation of Shares

After Shares have been allocated pursuant to rule 10.6, if the Company’s Shares are listed on the Exchange at the date of allotment, the Company will apply for listing of the Shares on the Exchange within the timeframe required by the Listing Rules.

11 VESTING OF PERFORMANCE RIGHTS

Each Performance Right entitles the Participant to be issued one Share after the Vesting Date:

(a) subject to the satisfaction of the Vesting Conditions;
(b) provided any acquisition of Shares does not breach Corporations Act or the Listing Rules, if applicable; and
(c) subject to any other requirement contained in the Offer.

11.2 Lapse of Rights before Vesting Date

(a) Unless the Board decides otherwise, a Performance Right shall automatically lapse if the relevant Vesting Conditions attached to that Performance Right have not been satisfied by the applicable Vesting Date.
(b) Unless the Board decides otherwise, if an event in the table below occurs in respect of a Participant, before the Vesting Date for a Performance Right, the Participant’s Performance Rights are treated in accordance with the following table:

Event	Treatment of Performance Rights
Participant’s lawful termination from employment with the Group or	Performance Rights lapse immediately

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Event	Treatment of Performance Rights
consultancy arrangement with the Group
Participant’s resignation or vacation from the Board, employment or consultancy with the Group	Performance Rights lapse immediately
Participant being made redundant	Performance Rights do not lapse
Participant becomes disabled and (in the opinion of a medical practitioner nominated by the Board) is unable to perform their normal duties	Performance Rights do not lapse
Death of the Participant	Performance Rights do not lapse
Participant loses Control of their Permitted Nominee	Performance Rights lapse immediately unless they are transferred to the Eligible Participant under rule 4.5(e)

12 NEW ISSUES

There is no inherent right in an Option or Performance Right to participate in any new issues of Shares which may be offered to shareholders from time to time prior to the exercise of the Option or vesting of the Performance Right.

13 RIGHTS OF PARTICIPANT UPON EXERCISE OF OPTION OR VESTING OF PERFORMANCE RIGHT

13.1 Ranking of Shares

The Shares to be allotted upon the exercise of an Option or vesting of a Performance Right will upon allotment rank equally in all respects with the then existing ordinary issued Shares in the capital of the Company and will be subject to the provisions of the Constitution of the Company.

13.2 Adjustment for Rights issue

As required by the Exchange if:

(a) Shares are offered pro rata for subscription by the Company’s shareholders generally by way of a rights issue; and

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(b) The price at which each Share is so offered is less than the Market Price on the day of public announcement of the rights issue,

the Exercise Price applicable to each Option shall be reduced in accordance with the Listing Rules.

13.3 Adjustment for Bonus Issue

In the event of a Bonus Issue of Shares being made pro-rata to ordinary shareholders (other than issue in lieu of dividends), the number of Shares over which an Option or Performance Right is exercisable will be increased by the number of Shares which the Option or Performance Right Holder would have received if the Option or Performance Right had been exercised before the record date for the Bonus Issue. No adjustment will be made to the exercise price per share of the Option.

13.4 Subdivision or consolidation

If, prior to the expiry or lapse of any Options there is a pro rata issue (except a bonus issue) to the holders of Shares in the Company, the Exercise Price of the options may be reduced in accordance with the ASX Listing Rules.

13.5 Return of capital

If the Company make a return of capital to its shareholders generally, the Exercise Price applicable to each Share comprised in the Option will be reduced by the amount of the capital returned in respect of each Share.

13.6 Other reconstruction

If there occurs any other reconstruction of the capital of the Company affecting issued Shares, the Shares comprised in the Option or Performance Right and the Exercise Price applicable to each such Share (if any) will be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred to the Participant which are not conferred on holders of issued Shares, and (subject to the provisions of that reconstruction with respect to rounding of entitlements as sanctioned by the meeting of shareholders approving the reconstruction of capital) in all other respects the terms of the Options and Performance Rights shall remain unchanged.

13.7 No additional Rights

The Plan shall afford a Participant no additional rights to compensation or damages as a consequence of the termination of his or her employment or appointment for any reason whatsoever.

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14 TRIGGER EVENT

Notwithstanding these terms and conditions, upon the occurrence of a Trigger Event, the Directors may determine:

(a) that the Options or Performance Rights may be exercised or otherwise vest at any time from the date of such determination, and in any number until the date determined by the Board acting bona fide so as to permit the holder to participate in any change of control arising from a Trigger Event, provided that the Board will forthwith advise in writing each holder of such determination. Thereafter, the Options or Performance Rights shall lapse to the extent they have not been exercised or have otherwise vested; or
(b) to use their reasonable endeavours to procure that an offer is made to holders of Options or Performance Rights on like terms (having regard to the nature and value of the Options or Performance Rights) to the terms proposed under the Trigger Event in which case the Board shall determine an appropriate period during which the holder may elect to accept the offer and, if the holder has not so elected at the end of that period, the Options or Performance Rights shall immediately become exercisable or shall otherwise vest and if not exercised within 10 days, shall lapse.

15 DURATION OF THE PLAN

(a) The Plan will continue in operation at the Board’s discretion.
(b) If for any reason the Plan terminates or is discontinued, such termination or discontinuance will not prejudice the rights of the Participants to whom Options or Performance Rights have been granted.

16 AMENDMENT OF THE PLAN

The Board may at any time and from time to time by resolution, revoke, add to or vary any of the rules of the Plan or all or any of the rights or obligations of the Participants or any of them provided the interests of the Participants are not, in the opinion of the Board, materially prejudiced by such addition or variation.

17 ADMINISTRATION

The Plan will be administered by the Board or a committee appointed by the Board in its absolute discretion with such powers and duties as are conferred upon it.

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18 NOTICES AND CORRESPONDENCE

18.1 Notice to Company

Any notice required to be given by a Participant under the Plan or any correspondence to be made between a Participant and the Company or the Board may be given or made to the principal office of the Company or such other address as may be notified in writing.

18.2 Notice to the Participant

Any notice required to be given by the Company or the Board to the Participant or any correspondence to be made between the Company or the Board and a Participant may be given or made by the Board on behalf of the Company.

19 DISPUTES

Any disputes or differences of any nature arising under the Plan must be referred to the Board and its decision will be final and binding in all respects.

20 ADVICE

Participants should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to participation in the plan.

21 TAXATION

Neither the Company nor its Directors are liable for taxes assessed against or imposed upon a Participant arising from participation in the Plan and neither the Company nor its Directors represents or warrants that any person will gain any financial or taxation advantage by participating in the Plan.

22 LISTING RULES AND CONSTITUTION

The terms and conditions as set out in these Rules are subject to the Listing Rules of the Exchange and the Company’s Constitution.

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SUBPLAN FOR U.S. PARTICIPANTS

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IMUGENE LIMITED EMPLOYEE SHARE OPTION PLAN SUBPLAN FOR U.S. PARTICIPANTS

1. PURPOSE AND APPLICABILITY .

1.1 This Subplan for U.S. Participants (the “ U.S. Subplan ”) applies to Employees, Directors, and Consultants of Imugene Limited (the “ Company ”) and of each Subsidiary, who are either U.S. residents or U.S. taxpayers, and who shall have been nominated to participate in the U.S. Subplan by the Board (each such person, a “ U.S. Participant ”). Pursuant to Rule 15 of the Imugene Limited Employee Share Option Plan (the “ Plan ”), the Board has the authority to amend the Plan and has determined to establish a Subplan for the benefit of U.S. Participants. The purpose of the U.S. Subplan is to facilitate compliance with U.S. tax, securities, and other applicable laws, and to permit the Company to issue Awards, such as Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock Units to Eligible Participants who are U.S residents.

1.2 All Awards granted to U.S. Participants will be governed by the terms of the Plan, when read together with the U.S. Subplan (on the basis that, for these purposes, when reading the Plan, the “Plan” shall include the U.S. Subplan, a “Participant” includes a “U.S. Participant” who has been granted an Award; and an “Option” includes a “U.S. Option”.) In the case of an irreconcilable contradiction (as determined by the Board) between the provisions of the U.S. Subplan and the Plan, the provisions of the U.S. Subplan will govern.

1.3 The following definitions and sections of the Plan do not apply to this U.S. Subplan.
(a) Definitions: Awards, Director, and Option.
(b) Sections: 8 and 9.

2. DEFINITIONS

2.1 Capitalized terms contained in this U.S. Subplan have the same meanings given to them in the Plan, unless otherwise provided below:

“Awards” means Incentive Stock Options, Nonstatutory Stock Options, and Restricted Stock Units to Eligible Participants who are U.S residents.

“Award Agreement ” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations, and interpretations.

“Company” has the meaning set forth in Rule 1.1.

“ Consultant ” means any person that provides bona fide services to the Company or any Subsidiary on a continuous basis, and such services are not in connection with the offer or sale of securities in a capitalraising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

“ Director ” means a director of the Company or any Subsidiary who is not also an Employee.

“ Disability ” means, for the purpose of Incentive Stock Options, total and permanent disability as defined in Code Section 22(e)(3); and for the purpose of Awards other than Incentive Stock Options, means the inability of the U.S. Participant to perform the U.S. Participant’s material duties hereunder with a reasonable accommodation due to a physical or mental injury, infirmity or incapacity for 120 days

(including weekends and holidays) in any 365-day period. The U.S. Participant shall reasonably cooperate with the Company if a question arises as to whether the U.S. Participant has become disabled (including, without limitation, submitting to reasonable examinations by one or more medical doctors and other health care specialists reasonably selected by the Company and authorizing such medical doctors and other health care specialists to discuss the U.S. Participant’s condition with the Company).

“ Employee ” means any person who is a full-time or permanent part-time employee of the Company or any Subsidiary. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

“ Incentive Stock Option ” or “ ISO ” means a U.S. Option that is intended to be, and qualifies as, an incentive stock option within the meaning of Section 422 of the Code.

“ Nonstatutory Stock Option ” or “ NSO ” means a U.S. Option that does not qualify as an ISO.

“Plan” has the meaning set forth in Rule 1.1.

“ Restricted Period ” means the period of time determined by the Board during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

“ Restricted Stock Unit ” means an unfunded and unsecured promise to deliver Shares, cash, other securities or other property, subject to certain performance or time-based restrictions (including, without limitation, a requirement that the U.S. Participant remain continuously employed or provide continuous Services for a specified period of time), granted under Section 5 of this U.S. Subplan.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, rules, regulations or guidance.

“ Service ” means a U.S. Participant’s employment or Service with the Company or Subsidiary, whether in the capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a U.S. Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the U.S. Participant renders such Service or a change in the Company or Subsidiary for which the U.S. Participant renders such Service, provided that there is no interruption or termination of the U.S. Participant’s Service. Furthermore, a U.S. Participant’s Service shall not be deemed to have terminated if the U.S. Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a U.S. Participant exceeds 90 days, then on the 91st day following the commencement of such leave the U.S. Participant’s Service shall be deemed to have terminated, unless the U.S. Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the U.S. Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion, the U.S. Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the U.S. Participant performs Service ceasing to be a Subsidiary. Subject to the foregoing, the Company, in its discretion, shall determine whether the U.S. Participant’s Service has terminated and the effective date of and reason for such termination.

“ Subsidiary ” means a corporation, whether now or hereafter existing, in an unbroken chain of corporations beginning with the Company, if each corporation other than the Company owns shares possessing 50% or more of the total combined voting power of all classes of shares in one of the other corporations in such chain, as provided in the definition of a “subsidiary corporation” contained in Section 424(f) of the Code.

“ Ten Percent Owner ” means an Employee who is a U.S. Participant and owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all share classes of the Company or any parent (as defined in Section 424(e) of the Code) or any Subsidiary.

“ U.S. ” means the United States of America.

“ U.S. Option ” means a NSO or ISO granted under this U.S. Subplan.

“U.S. Participant” has the meaning set forth in Rule 1.1.

“U.S. Subplan” has the meaning set forth in Rule 1.1.

3. U.S. OPTIONS

3.1 Form of Award Agreement. Each grant of Options shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). The Award Agreement for U.S. Participants shall be in substantially the form approved for use under this U.S. Subplan, as may be amended from time to time by the Board. At the time of grant of a U.S. Option, the Board shall indicate if all or a portion of the U.S. Option is designated as an ISO and the form of Award Agreement shall specify the type of U.S. Option.

3.2 Eligibility. ISOs may be granted to Eligible Employees only. NSOs may be granted to Eligible Employees, Directors, and Consultants.

3.3 Maximum Term of U.S. Options. Subject to the provisions of Section 3.7 below regarding ISOs granted to a Ten Percent Owner, no U.S. Option granted to a U.S. Participant will be exercisable after the 10[th] anniversary of the Grant Date, or such shorter period as determined by the Board and specified in the Award Agreement.

3.4 Exercise Price. Subject to the provisions of Section 3.7 below regarding ISOs granted to a Ten Percent Owner, the Exercise Price of each U.S. Option granted to a U.S. Participant will be not less than 100% of the Market Price of the Shares subject to the U.S. Option on the Grant Date.

3.5 Adjustments in Connection with a Reorganization and Variations in Share Capital. Notwithstanding Rule 12 of the Plan, in the event of a merger, takeover or other reorganization, if the U.S. Options are replaced or there is a change in the share capital, the Board shall appropriately and proportionately adjust the number and class of securities subject to, outstanding U.S. Options, the Exercise Price of outstanding and unvested U.S. Options and the number and class of securities subject to the limit on Awards set forth in Section 3.7 below) hereof in a manner that complies with Sections 422 and 409A of the Code, as applicable. The Board will make such adjustments, and its determination will be final, binding and conclusive.

3.6 Vesting and Exercise of U.S. Options. U.S. Options shall vest in accordance with the terms of the Award Agreement and shall have a term and may be exercised following termination of employment or service as set forth in the Award Agreement. In no event may any U.S. Option be exercised later than the 10[th] anniversary of the Grant Date.

3.7 Incentive Stock Options.

(a) Eligible Recipients of ISOs. ISOs may be granted only to Employees who are U.S.

Participants.

(b) Designation of ISO Status. The Board action approving the grant of an ISO to a U.S. Participant must specify that the U.S. Option is intended to be an ISO. If a U.S. Option is not specifically designated as an ISO, or if a U.S. Option is designated as an ISO but some portion or all the U.S. Option fails to qualify as an ISO under the applicable rules, then the U.S. Option (or portion thereof) will be an NSO. The Company shall have no liability to a U.S. Participant, or any other party, if a U.S. Option (or any part thereof) that is intended to be an ISO is not an ISO or for any action taken by the Board to amend, modify or terminate the Plan, the U.S. Subplan or any U.S. Option, including without limitation, the conversion of an ISO to an NSO.

(c) Maximum Plan Shares Issuable on Exercise of ISOs. Subject to adjustment under Section 3.5 of this U.S. Subplan, the maximum aggregate number of Shares that may be issued upon the exercise of ISOs is the limit set forth in Rule 2.1 of the Plan.

(d) Limits for Ten Percent Owners. A person who is a Ten Percent Owner may not be granted an ISO unless the Exercise Price of such U.S. Option is at least 110% of the Market Price on the Grant Date and the U.S. Option is not exercisable after the expiration of 5 years from the Grant Date.

(e) No Transfer. As provided by Section 422(b)(5) of the Code, and if permitted by the Plan, an ISO will not be transferable except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the U.S. Participant only by the U.S. Participant. If the Board elects to allow the transfer of a U.S. Option by a U.S. Participant that is designated as an ISO, such transferred U.S. Option will automatically become an NSO.

(f) US$100,000 Limit. As provided by Section 422(d) of the Code and applicable regulations thereunder, to the extent that the aggregate Market Price (determined on the Grant Date) of Shares with respect to which ISOs are exercisable for the first time by any U.S. Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds US$100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing ISOs, the U.S. Option or portion thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as a NSO, notwithstanding any contrary provision of the applicable Award Agreement.

(g) Post-Termination Exercise Period. To obtain the U.S. federal income tax advantages associated with an ISO, the Code requires that beginning on the Grant Date and ending on the day 3 months before the date of exercise of the U.S. Option, the U.S. Participant must be an Employee (except in the event of the U.S. Participant’s death or Disability, in which case longer a 12-month period applies). The U.S. Option will no longer be treated as an ISO and shall automatically be converted into a NSO if the U.S. Participant continues to provide services as a Consultant after such U.S. Participant’s employment terminates or if the U.S. Participant otherwise exercises the U.S. Option more than 3 months after the date employment terminates for any reason other than death or Disability.

(h) Disqualifying Disposition. Each U.S. Participant awarded an ISO under the U.S. Subplan shall notify the Company in writing of the date the U.S. Participant makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the Grant Date and (ii) one year after the date the U.S. Participant acquired the Shares by exercising the ISO.

4. RESTRICTED STOCK UNITS.

4.1 Generally. Restricted Stock Units may not be granted to U.S. Participants until the Company’s shareholders have approved either or both an amendment to the Employee Share Option Plan to allow Restricted Stock Units or this U.S. Subplan. Each grant of Restricted Stock Units shall be evidenced

by an Award Agreement (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 4, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

4.2 Vesting; Acceleration of Lapse of Restrictions. Unless otherwise provided by the Board in an Award Agreement the unvested portion of Restricted Stock Units shall terminate and be forfeited upon termination of employment or Service of the Participant granted the applicable Award.

4.3 Settlement of Restricted Stock Units. Unless otherwise provided by the Board in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Share for each such outstanding Restricted Stock Unit; provided, however, that the Board may, in its sole discretion, elect to (a) pay cash or part cash and part Share in lieu of delivering only Shares in respect of such Restricted Stock Units or (b) defer the delivery of Shares (or cash or part Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Market Price of the Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any taxes required to be withheld or paid.

5. CONDITIONS ON DELIVERY OF SHARES .

5.1 Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book entry or certificates evidencing Shares issued pursuant to an Award, unless and until the Board has determined, with advice of counsel (to the extent the Board deems such advice necessary or advisable), that the issuance and delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of the Securities Act or any exchange on which the Shares are listed, quoted or traded. All Shares issued pursuant to the U.S. Subplan shall be subject to any stop-transfer orders and other restrictions as the Board deems necessary or advisable to comply with Australian and U.S. federal, state or foreign jurisdiction, securities, or other laws and/or the rules of any market or quotation system on which the Shares are listed, quoted or traded. The Board may place legends on any certificate or notations on any book entry to reference restrictions applicable to the Shares. In addition to the terms and conditions provided herein, the Board may require that an individual make such reasonable covenants, agreements, and representations as the Board, in its absolute discretion, deems necessary or advisable to comply with any such laws, regulations, or requirements.

6. TAX MATTERS

6.1 Tax Withholding Requirement. Prior to the delivery of any Shares pursuant to an Award, the Company will have the power and the right to deduct or withhold, or require a U.S. Participant to remit to the Company, an amount sufficient to satisfy the amount of U.S. federal, state, local, foreign or other taxes required to be withheld with respect to such Award. The Board may require the Company’s tax withholding obligation satisfied, in whole or in part, by the Company withholding from the Shares to be issued pursuant to an Award a number of Shares with an aggregate Market Price (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid adverse accounting treatment.

6.2 No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to the U.S. Participant to advise such holder as to the time or manner of exercising the Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending

termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the U.S. Participant.

7. TERM, AMENDMENT AND TERMINATION OF THE U.S. SUBPLAN .

7.1 The Board may amend, suspend or terminate the U.S. Subplan at any time. Unless terminated sooner by the Board, the U.S. Subplan will terminate automatically upon the earlier of (i) 10 years after the effective date of the U.S. Subplan and (ii) the termination of the Plan. No Award may be granted under the U.S. Subplan while either the Plan or the U.S. Subplan is suspended or after the Plan or the U.S. Subplan is terminated (but Awards previously granted under the U.S. Subplan may extend to the termination pursuant to the terms of the Award Agreement).

7.2 If the U.S. Subplan is terminated, the provisions of the U.S. Subplan and any administrative guidelines, and other rules adopted by the Board and in force at the time of suspension or termination of the U.S. Subplan, will continue to apply to any outstanding Awards as long as an Award granted pursuant to the U.S. Subplan remains outstanding.

8. AMENDMENT OF AWARDS .

8.1 The Board may amend, modify, or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or different type, changing the date of exercise or realization, and converting an ISO to an NSO provided however no changes shall be made to any Award that would violate Sections 422 and 409A of the Code.

9. SHAREHOLDER APPROVAL OF U.S. SUBPLAN .

9.1 The Board shall obtain approval of the Company’s shareholders for any amendment to the U.S. Subplan or the Plan that would require such approval to satisfy the Code or other applicable law. The provisions of the U.S. Subplan that are related to ISOs shall be subject to approval by the shareholders of the Company within 12 months of the date the U.S. Subplan is adopted by the Board. Any ISOs granted under the U.S. Subplan before shareholder approval is obtained must be rescinded if shareholder approval is not obtained within 12 months of the date that the date that the Board adopts the U.S. Subplan. If such shareholder approval is not obtained within such time frame, then only NSOs may be granted pursuant to the U.S. Subplan.

10. GOVERNING LAW.

10.1 This U.S. Subplan shall in all respects be governed by and be construed in accordance with the laws of the State of Delaware, without giving effect to the principals of conflicts of laws, and applicable provisions of U.S. federal law. The state and federal courts located within the State of Delaware shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this U.S. Subplan and accordingly any proceedings, suit or action arising out of this U.S. Subplan shall be brought in such courts.

Imugene limited | ACN 009 179 551

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

Holder Number:

Your proxy voting instruction must be received by 3.00pm (AEDT) on Tuesday, 28 November 2023 , 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

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

YOUR NAME AND ADDRESS

Lodging your Proxy Voting Form:

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.

STEP 1 – APPOINT A PROXY

If you wish to appoint someone other than the Chair 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 Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair 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.

STEP 2 - VOTES ON ITEMS OF BUSINESS

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

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

Joint holding : Where the holding is in more than one name, all 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.

Online:

Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/log insah

or scan the QR code below using your smartphone

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

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BY MAIL:

Automic GPO Box 5193 Sydney NSW 2001

IN PERSON:

Automic Level 5, 126 Phillip Street Sydney NSW 2000

BY EMAIL:

[email protected]

BY FACSIMILE:

+61 2 8583 3040

All enquiries to Automic:

WEBSITE: https://automicgroup.com.au/

PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Imugene Limited, to be held virtually at 3.00pm (AEDT) on Thursday 30 November 2023 and physically at McCullough Robertson, Level 32, 25 Martin Place, Sydney NSW 2000 hereby: Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair 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. 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, 3, 4, 5, 6, 7, 8 and 9 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 3, 4, 5, 6, 7, 8 and 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

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VIRTUAL PARTICIPATION AT THE AGM:
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The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic, where shareholders will be able to watch, listen, and vote online.

To access the virtual meeting:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting

Further information on how to do this is set out in the Notice of Meeting. The Explanatory Notes that accompany and form part of the Notice of Meeting describe the various matters to be considered.

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STEP 2 – Your voting direction

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Resolutions For Against Abstain Resolutions For Against Abstain
1. Directors’ Remuneration Report 6. Issue of restricted stock units to
Director – Dr Jakob Dupont
2. Election of Director – Ms Kim 7. Issue of restricted stock units to
Drapkin Director – Dr Jens Eckstein
3. Approval of amended Employee 8. Issue of restricted stock units to
Share Option Plan Director – Dr Lesley Russell
4. Issue of performance rights to 9. Issue of restricted stock units to
Director – Mr Paul Hopper Director – Ms Kim Drapkin
5. Issue of performance rights to
Director – Ms Leslie Chong
Contingent Resolution
Note : Item 10 will only be put to the meeting if the condition described in the Notice of Meeting is satisfied. The Chair of the Meeting intends to vote ALL available proxies
AGAINST Resolution 10.
10. [Contingent resolution to spill the ] For Against Abstain
Board
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.
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STEP 3 – Signatures and contact details

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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)
/ /
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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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AI assistant

IMUGENE LIMITED — AGM Information 2023

65124_rns_2023-10-29_08736151-8777-485e-b8d2-1062396f29df.pdf

Notice of Annual General Meeting

Notice of Annual General Meeting

Imugene Limited ACN 009 179 551

Zoom meeting details

Shareholder Questions

Ordinary Business

Financial Statements and Reports

Resolution 1 - Directors’ Remuneration Report

Resolution 2 – Election of Director – Ms Kim Drapkin

Special business

Resolution 3 – Approval of amended Employee Share Option Plan

Resolution 4 – Issue of performance rights to Director – Mr Paul Hopper

Resolution 5 – Issue of performance rights to Director – Ms Leslie Chong

Resolution 6 – Issue of restricted stock units to Director – Dr Jakob Dupont

Resolution 7 – Issue of restricted stock units to Director – Dr Jens Eckstein

Resolution 8 – Issue of restricted stock units to Director – Dr Lesley Russell

Resolution 9 – Issue of restricted stock units to Director – Ms Kim Drapkin

Resolution 10 – contingent resolution to spill the Board

Resolution 10 is only required if 25% or more of votes validly cast are against Resolution 1, Directors’ Remuneration Report.

This resolution asks shareholders if they wish to convene an extraordinary general meeting within 90 days of the Annual General Meeting, at which all directors (excluding the Managing Director) will be required to vacate office and may stand for re-election.

If you do not want a Spill Meeting to take place, you should vote ‘against’ Resolution 10.

Dated: 30 October 2023

Voting Exclusion Statement

Corporations Act

Listing Rules

Notes

Explanatory Memorandum

Imugene Limited ACN 009 179 551 ( Company )

Financial Statements and Reports

Resolution 1: Remuneration Report

Response to first strike

Directors’ Recommendation

Resolution 2: Election of Director – Ms Kim Drapkin

Directors’ Recommendation

Resolution 3: Approval of amended Employee Share Option Plan

Background

(together, the Corporate Performance Goals ).

Listing Rules

Corporations Act

Directors’ recommendation

Resolutions 4, 5 ,6 7, 8 and 9: Issue of equity securities to Directors

(together, the Incentive Securities ).

Listing Rule 10.14

Technical information required by Listing Rule 14.1A

Resolution 4 – issue of performance rights to Director – Mr Paul Hopper

Resolution 5 – issue of performance rights to Director – Ms Leslie Chong

Resolution 6 – issue of restricted stock units to Director – Dr Jakob Dupont

Resolution 7 – issue of restricted stock units to Director – Dr Jens Eckstein

Resolution 8 – issue of restricted stock units to Director – Dr Lesley Russell

Resolution 9 – issue of restricted stock units to Director – Ms Kim Drapkin

Directors’ Recommendation

Resolution 10: Contingent resolution to spill the board

Considerations before you vote

Directors’ Recommendation

Glossary

Imugene Limited ACN 009 179 551

Annexure A

EMPLOYEE SHARE OPTION PLAN

PLAN RULES

Contents

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.2 Interpretation

1.3 Governing Law

2 PLAN LIMIT

2.1 Plan limit

2.2 Further restriction on offers

3 ELIGIBILITY

4 SHARES COMPRISED IN EACH OPTION

5 OFFER

5.1 Offer to participate

5.2 Information about Options

5.3 Information about Performance Rights

6 EXERCISE PRICE

6.1 Cashless exercise

S = O x (MSP – EP) MSP

7 MARKET PRICE

IMUGENE LIMITED AGM Information 2023