IMUGENE LIMITED — Proxy Solicitation & Information Statement 2018

Jun 6, 2018

Notice of general meeting

==> picture [168 x 74] intentionally omitted <==

Imugene Limited ACN 009 179 551

Notice is given that a general meeting of Imugene Limited ( Company ) will be held at:

Location	Offices of Whittens & McKeough, Level 29, 201 Elizabeth Street, Sydney NSW 2000
Date	Monday, 9 July 2018
Time	9:45 am (AEST) Registration from 9:30 am

Special Business

Resolution 1 – Approval of allotment and issue of Shares and attaching Options under a Placement

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

• 1 ‘That for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 444,444,460 Shares and 148,148,160 attaching Options under a Placement as detailed in the Explanatory Memorandum.’

Voting Exclusion

The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a material benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons.

However, the Company will not disregard a vote if:

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

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

Resolution 2 – Ratification of previous issue of Shares to Sophisticated Investors

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

• 2 ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the previous allotment and issue of 372,222,223 fully paid ordinary shares at an issue price of $0.018 per share issued under a placement to Sophisticated Investors as detailed in the Explanatory Memorandum.’

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person or their associates who participated in the issue of securities described in the Explanatory Memorandum.

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

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

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

Notice of general meeting

1

==> picture [168 x 74] intentionally omitted <==

Resolution 3 – Ratification of previous issue of Options to Sophisticated Investors

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

• 3 ‘That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the previous issue of 186,111,117 options exercisable at $0.026 on or before 30 November 2020 issued under a placement to Sophisticated Investors as detailed in the Explanatory Memorandum.’

Voting Exclusion

The Company will disregard any votes cast on this resolution by any person or their associates who participated in the issue of securities described in the Explanatory Memorandum.

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

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

If the Chairman is appointed as a proxy for a person who is permitted to vote on the above resolutions, the Chairman will vote any proxies which do not indicate on their proxy form the way the Chairman must vote, in favour of each resolution.

Dated: 7 June 2018

By order of the Board

==> picture [61 x 48] intentionally omitted <==

Phillip Hains Company Secretary

Notice of general meeting

2

Notes

==> picture [168 x 74] intentionally omitted <==

• (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, a member 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 member of the Company. A member 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 by 9:45 am (AEST) on Saturday, 7 July 2018.

• (e) A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 (Cth) 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.

• (f) The Company has determined under regulation 7.11.37 Corporations Regulations 2001 (Cth) that for the purpose of voting at the meeting or adjourned meeting, Shares are taken to be held by those persons recorded in the Company’s register of shareholders as at 7.00pm (AEST) on Saturday, 7 July 2018.

• (g) If you have any queries on how to cast your votes then call the Company’s registered office on +61 3 9824 5254 during business hours.

Notice of general meeting

3

Explanatory memorandum

==> picture [168 x 74] intentionally omitted <==

Imugene Limited ACN 009 179 551

Resolution 1 - Approval of allotment and issue of Shares and attaching Options under a Placement

• 1 As announced to the ASX on 7 June 2018, the Company is currently undertaking a capital raising of $12 million by way of a placement of approximately 444,444,445 ordinary shares ( Placement Shares ) and 1 attaching option for every 3 Placement Shares issued ( Placement Options ) to sophisticated and professional investors ( Sophisticated Investors ) at an issue price of $0.027 per Share ( Placement ).

• 2 As announced to the ASX on 7 June 2018, the Placement is taking place together with a 1 for 9.5 non-renounceable pro rata rights issue of new Shares, and 1 Option for every 3 new Shares issued, at a price of $0.027 per new Share (together, the Equity Raising ).

• 3 The placement is expected to complete on or about 13 July 2018, but is subject to shareholder approval.

• 4 The proceeds raised as a result of the Equity Raising are anticipated to be used for:

• (a) the acquisition of Ohio State University Comprehensive Cancer Centre’s ( OSU ) and Mayo B-Cell Peptide IP and Clinical Portfolio (as announced by the Company on 7 June 2018);

• (b) acceleration of combined Imugene pipeline of HER2, PD-1 and combinations of B- cell vaccine clinical programs;

• (c) completion of Phase 2 Trial for OSU/Mayo Clinic HER-2 Vaccine;

• (d) adaptive study for PD-1 vaccine candidate;

• (e) two new vaccine candidates through IND enabling studies;

• (f) R&D programs at OSU to advance four additional vaccine candidates;

• (g) GMP manufacturing and GLP-preclinical tox/SP for clinical candidates; and

• (h) general working capital.

• 5 The purpose of resolution 1 is for shareholders to approve, under ASX Listing Rule 7.1 and for all other purposes, the issue of the Placement Shares and attaching Placement Options.

• 6 ASX Listing Rule 7.1 prevents the Company from issuing more than 15% of its issued capital without shareholder approval. The allotment and issue of the Placement Shares and Placement Options (if made without shareholder approval) would exceed the 15% threshold. Resolution 1 therefore proposes the approval of the allotment and issue of the Placement Shares and Placement Options for the purpose of satisfying the requirements of ASX Listing Rule 7.1.

• 7 The Company has agreed to issue the Placement Shares and Placement Options conditional upon the necessary approvals being obtained from shareholders. This means that if resolution 1:

Explanatory memorandum

==> picture [168 x 74] intentionally omitted <==

• (a) is passed, the Placement Shares and Placement Options will be issued with approval pursuant to ASX Listing Rule 7.1; and

• (b) is not passed, the Company reserves its ability to issue the Placement Shares and Placement Options without approval up to the Company’s existing placement capacity under ASX Listing Rules 7.1 and 7.1A.

• 8 Further details regarding the proposed issue of the Placement Shares and Placement Options are set out below.

Placement Shares and Placement Options	Placement Shares and Placement Options
Maximum number of securities to be issued Up to 444,444,460 fully paid ordinary Placement Shares Up to 148,148,160 attaching Placement Options
Expected date of issue 13 July 2018 but in any event no later than three months from the date of this meeting.
Issue price $0.027 per Placement Share $Nil per Placement Option
Terms of issue The Placement Shares will rank equally with all existing Shares on issue. The Placement Options will be issued on the terms set out in the Annexure, which includes the following: (a) Issue price - nil; (b) Exercise Price – $0.040; (c) Expiry Date - 30 November 2021; and (d) the Company will apply to ASX for official quotation of the New Options.
Allottees The Placement Shares and Placement Options will be issued through a private placement to Sophisticated Investors
Intended use of funds raised	Proceeds of the issue of Placement Shares will be used to for: (a) the acquisition of OSU and Mayo B-Cell Peptide IP and Clinical Portfolio; (b) the acceleration of combined Imugene Pipeline clinical programs; (c) completion of Phase 2 Trial for OSU/Mayo Clinic HER-2 Vaccine; (d) adaptive study for PD-1 vaccine candidate; (e) two new vaccine candidates through IND enabling studies; (f) R&D programs at OSU to advance four additional vaccine candidates; (g) GMP manufacturing and GLP-preclinical tox/SP for clinical candidates; and (h) general working capital. No funds will be raised from the issue as the Placement Options as they are being issued as part of the Placement on the basis of 1 attaching Placement Option for every 3 Placement Share issued.

Directors’ recommendation

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

Explanatory memorandum

2

Resolution 2 - Ratification of previous issue of Shares to Sophisticated Investors

==> picture [168 x 74] intentionally omitted <==

• 10 Resolution 2 seeks shareholder approval under ASX Listing Rule 7.4 (and for all other purposes) for the issue of the 372,222,223 fully paid ordinary shares to Sophisticated Investors through a private placement which completed on 6 December 2017 at an issue price of $0.018 per Share.

• 11 ASX Listing Rule 7.1 (in combination with ASX Listing Rule 7.1A) limits the Company from issuing more than 25% of its issued capital without shareholder approval. Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the Company’s 15% capacity, enabling it to issue further securities up to that limit. Listing Rule 7.4 can also be utilised to refresh the Company’s 10% capacity under Listing Rule 7.1A.

• 12 Resolution 2 proposes the ratification and approval of the allotment and issue of 372,222,223 Shares for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

• 13 Details of the issue are set out below:

Shares	Shares
Issue date 6 December 2017
Number of securities 372,222,223 fully paid ordinary Shares
Issue price $0.018 per Share
Terms of issue The Shares rank equally with all existing Shares on issue
Allottees The Shares were issued through a private placement to Sophisticated Investors (being clients of Bell Potter Securities Limited and Aurenda Partners Pty Ltd)
Use of funds raised	Proceeds of the issue will be used for: (a) completion of a HER-Vaxx Phase 1b/2 clinical trial; (b) completion of at least two investigator sponsored and/or collaborative studies; (c) identifying and developing mimotope candidates;; (d) securing mimotope intellectual property; and (e) provide working capital to meet the Company’s operating needs.

• 14 If resolution 2 is not approved, the Company’s ability to raise additional equity funds over the next 12 months without reference to shareholders will be restricted.

Directors’ recommendation

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

Resolution 3 - Ratification of previous issue of Options to Sophisticated Investors

• 16 Resolution 3 seeks shareholder approval under ASX Listing Rule 7.4 (and for all other purposes) for the issue of the 186,111,117 Options to Sophisticated Investors on 22 December 2017 through a private placement. The options are exercisable at $0.026 per option on or before 30 November 2020. The options were issued as part of the placement the subject of resolution 2 on the basis of 1 attaching Option for every 2 Shares issued.

Explanatory memorandum

3

==> picture [168 x 74] intentionally omitted <==

• 17 ASX Listing Rule 7.1 (in combination with ASX Listing Rule 7.1A) limits the Company from issuing more than 25% of its issued capital without shareholder approval. Listing Rule 7.4 provides that where a company subsequently approves an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing the Company’s 15% capacity, enabling it to issue further securities up to that limit. Listing Rule 7.4 can also be utilised to refresh the Company’s 10% capacity under Listing Rule 7.1A.

• 18 Resolution 3 proposes the ratification and approval of the allotment and issue of 186,111,117 Options for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

• 19 Details of the issue are set out below:

==> picture [434 x 257] intentionally omitted <==

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

Options
Issue date 22 December 2017
Number of 186,111,117 Options to acquire fully paid ordinary shares in the
securities Company
Issue price Nil
Terms of issue The Options are exercisable at $0.026 per option on or before 30
November 2020.
Upon exercise of the Options to fully paid ordinary shares, the Shares
will rank equally with existing quoted fully paid ordinary Shares on
issue.
Allottees The Options were issued through a private placement to Sophisticated
Investors (being clients of Bell Potter Securities Limited and Aurenda
Partners Pty Ltd)
Use of funds No funds will be raised from the issue as the Options were issued as
raised part of a share placement on the basis of 1 attaching Option for every 2
Share issued.
----- End of picture text -----

• 20 If resolution 3 is not approved, the Company’s ability to raise additional equity funds over the next 12 months without reference to shareholders will be restricted.

Directors’ recommendation

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

Explanatory memorandum

4

==> picture [168 x 74] intentionally omitted <==

Glossary

Imugene Limited ACN 009 179 551

==> picture [473 x 428] intentionally omitted <==

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

ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 or the securities exchange
operated by it (as the case requires).
Board means the board of directors of the Company.
Company means Imugene Limited ACN 009 179 551.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
Directors means the directors of the Company.
Explanatory Memorandum means the explanatory memorandum attached to the Notice of
Meeting.
General Meeting means the Company’s general meeting the subject of this Notice of
Meeting.
Listing Rules means the listing rules of ASX.
Notice of Meeting means the notice of meeting and includes the Explanatory
Memorandum.
Options means options to acquire Shares.
Placement means the proposed placement of Placement Shares and Placement
Options.
Placement Shares means up to 444,444,460 Shares the subject of resolution 1.
Placement Options means up to 148,148,160 Options the subject of resolution 1.
Shares means the existing fully paid ordinary shares in the Company.
Shareholder means a person who is the registered holder of Shares.
Sophisticated Investors means sophisticated and professional investors as those terms are
defined in the Corporations Act.
----- End of picture text -----

Explanatory memorandum

5

==> picture [89 x 29] intentionally omitted <==

Annexure

Placement Option terms

==> picture [481 x 579] intentionally omitted <==

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

Eligibility Placement Options to be issued to Sophisticated Investors who have
subscribed for Placement Shares.
Grant of Placement To be issued on the basis of 1 Placement Option for every 3 Placement
Options Shares issued.
Exercise of Placement Each Placement Option is exercisable immediately on issue. The Placement
Options Options may be exercised at any time before their expiry date, wholly or in
part, by delivering a duly completed form of notice of exercise together
with a cheque for the exercise price. Imugene will issue one Share for
each Placement Option exercised.
Holders of Placement Options may only exercise a minimum of $500 of
Placement Options on any particular occasion, unless the Holder has, in
total, less than $500 of Placement Options, in which case they must
exercise all their Placement Options at the same time.
The exercise of each Placement Option is subject to compliance with the
Corporations Act (in particular, the requirements of Chapter 6 of the
Corporations Act).
Terms of Shares issued Any Shares issued as a result of exercising a Placement Option will be
issued on the same terms and rank in all respects on equal terms, with
existing Shares.
Quotation of Shares Application for official quotation of Shares allotted and issued as a result of
issued the exercise of the Placement Options will be made within three Business
Days from the date of issue of the Shares.
Expiration of Placement Each Placement Option will expire on 30 November 2021.
Options
Issue price of No issue price is payable for the Placement Options as they are issued
Placement Options together with any application for Placement Shares.
Exercise price of $0.040 upon exercise to acquire each Share.
Placement Options
Option register Placement Options will be registered in the name of a Shareholder in an
option register maintained by the share registry. The share registry will
issue holding statements that evidence the number of Placement Options
held by the Shareholder. No option certificates will be issued.
Reconstruction of If there is a reconstruction (including consolidation, sub-division, reduction
capital or return) of the issued capital of Imugene:
(a) the number of Placement Options or the exercise price of the
Placement Options or both will be adjusted as specified in Listing
Rule 7.22 as it applies at the time of the reorganisation; and
(b) in all other respects the terms for the exercise of the Placement
Options will remain unchanged.
No adjustment for pro There will be no adjustment to the terms of the Placement Options if there
rata issue of Shares is a pro rata issue of Shares.
----- End of picture text -----

Explanatory memorandum

==> picture [89 x 29] intentionally omitted <==

==> picture [481 x 266] intentionally omitted <==

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

Adjustment for issue of If there is a bonus issue of Shares, the number of Shares issued upon
bonus shares exercise of the Placement Options will be adjusted as specified in Listing
Rule 6.22.3.
New issues of Shares The Placement Options do not confer a right to participate in new issues of
Shares unless the Placement Options have been exercised on or before the
record date for determining entitlements to the issue.
Notice of adjustments Imugene will give written notice to the Placement Option holder of any
adjustment of the exercise price of the Placement Options and any increase
or decrease in the number of Placement Options.
Dividend rights While they remain unexercised, the Placement Options will not give a
holder an entitlement to receive any dividends declared and paid by
Imugene for Shares.
Applicable law Each Placement Option is issued subject to:
(a) the Corporations Act;
(b) the Listing Rules; and
(c) the Company’s constitution.
Quotation The Company will apply to ASX for official quotation of the Placement
Options.
----- End of picture text -----

Explanatory memorandum

7

GM Registration Card

==> picture [273 x 142] intentionally omitted <==

==> picture [152 x 15] intentionally omitted <==

==> picture [6 x 16] intentionally omitted <==

==> picture [97 x 16] intentionally omitted <==

==> picture [46 x 16] intentionally omitted <==

==> picture [17 x 16] intentionally omitted <==

==> picture [71 x 16] intentionally omitted <==

==> picture [59 x 16] intentionally omitted <==

[BARCODE]

Holder Number:

==> picture [62 x 13] intentionally omitted <==

==> picture [13 x 9] intentionally omitted <==

Vote by Proxy: IMU

==> picture [98 x 12] intentionally omitted <==

==> picture [62 x 12] intentionally omitted <==

==> picture [10 x 12] intentionally omitted <==

==> picture [43 x 12] intentionally omitted <==

==> picture [36 x 12] intentionally omitted <==

==> picture [26 x 12] intentionally omitted <==

==> picture [23 x 12] intentionally omitted <==

==> picture [86 x 12] intentionally omitted <==

==> picture [117 x 12] intentionally omitted <==

==> picture [62 x 12] intentionally omitted <==

==> picture [41 x 12] intentionally omitted <==

==> picture [69 x 12] intentionally omitted <==

==> picture [159 x 12] intentionally omitted <==

==> picture [97 x 16] intentionally omitted <==

==> picture [43 x 16] intentionally omitted <==

==> picture [69 x 23] intentionally omitted <==

==> picture [308 x 23] intentionally omitted <==

✓ ✓ ✓

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

==> picture [543 x 424] intentionally omitted <==

==> picture [160 x 28] intentionally omitted <==

https://automic.com.au/

==> picture [16 x 11] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

==> picture [17 x 18] intentionally omitted <==

==> picture [17 x 54] intentionally omitted <==