IMUGENE LIMITED — Proxy Solicitation & Information Statement 2021

Aug 5, 2021

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6 August 2021

Dear Fellow Shareholder

Enclosed with this letter is a Notice of Meeting ( NOM ) setting out details of a meeting to be held on Tuesday, 7 September 2021.

I trust you have had news of our significant development approval with the FDA’s IND allowance for the CF33 Phase 1 clinical trial. This is an important milestone and will enable us to commence a Phase 1 clinical trial in the near future.

By way of background to this NOM, on 18th November 2019, Imugene shareholders approved the acquisition of Vaxinia Pty Ltd ( Vaxinia ), a company of which Imugene’s Executive Chairman, Paul Hopper and family ( Hopper ), were the majority shareholders.

Payment to Hopper and the six other Vaxinia shareholders largely comprised Imugene shares which were to be made at completion, and then in three deferred tranches upon the achievement of specific clinical development milestones.

Whilst the Share Sale Agreement which was executed between Imugene and Vaxinia shareholders did not specify dates by which milestones must be achieved, it was a condition of the waivers obtained by the ASX in respect of the shareholder approvals sought in relation to the transaction that the shares payable to Vaxinia shareholders on achievement of Milestone 1, being FDA allowance of the IND, occur by 30 June 2021 (explained further in this NOM).

Whilst our management team has worked diligently over the past year to obtain the FDA’s consent to our IND, factors beyond our control, primarily CVOID-19, worked to delay the extensive effort required to submit an IND.

Nonetheless, we were delighted to finally receive IND approval from the FDA on 30th June 2021.

Unfortunately, however, due to a convergence of varying time zones, whilst the IND approval was received on 30[th] June 2021 (Pacific Daylight Time), the share issuance was not able to occur by 30[th] June 2021 (Australian Eastern Standard Time). The ASX waivers for the issuance of the Milestone 1 shares to the Vaxinia shareholders have therefore lapsed. Further detail of these matters are set out in the Company’s announcement dated 9 July 2021.

This NOM therefore seeks Shareholder approval to issue the Milestone 1 shares to Hopper in part consideration for the share acquisition of Vaxinia.

The Company has already issued 25,183,871 shares to the Vaxinia shareholders who are unrelated parties of the Company using the Company’s current placement capacity under ASX Listing Rule 7.1. Shareholder approval is also being sought for the ratification of that issuance which occurred on 9 July 2021.

The CF33 oncolytic virus technology which was acquired as part of the Vaxinia acquisition today forms a pillar of Imugene’s portfolio and we are delighted to have received IND approval.

I recommend you vote in favour of each of the Resolutions set out in the NOM.

Leslie Chong Chief Executive Officer and Managing Director Imugene Limited

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Notice of Extraordinary General Meeting

Imugene Limited ACN 009 179 551

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Notice of Extraordinary General Meeting

Imugene Limited ACN 009 179 551

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

Location	The meeting will be conducted online by Zoom conference
Date	Tuesday, 7 September 2021
Time	9:00 am (Sydney time - AEST) Registration from 8:45 am (Sydney time – AEST)

Important information for Shareholders

Due to current restrictions on gatherings and travel relating to the COVID-19 pandemic, and to protect the health and wellbeing of all stakeholders, the Extraordinary General Meeting will be held as a virtual meeting as detailed below. It is not possible to attend the meeting at a physical venue.

Attending the meeting online enables shareholders to view the Extraordinary General Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. We recommend logging in to the online platform at least 15 minutes prior to the scheduled start time for the Meeting.

Each resolution considered at the Meeting will be decided on a poll. As the situation regarding the management of COVID-19 is evolving, Shareholders are encouraged to monitor the Company's website and ASX announcements for any further updates in relation to the arrangements for the Meeting. We look forward to your virtual attendance and participation at the Meeting.

Zoom meeting details

The Meeting will be webcast live via the online ‘Zoom’ 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_iKE1erbxRVCw1lFwBJBQHg

Once registered, you will receive a confirmation email containing information about joining the webinar. For further details and instructions, please see the online meeting guide located on the Company website under the investors section containing details on attending and voting at the Extraordinary General Meeting.

Notice of General Meeting

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Special Business

Resolution 1 – Ratification of issuance of Consideration Shares to unrelated Vaxinia Vendors

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

• 1 ‘That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the issue of 25,183,871 Consideration Shares on 9 July 2021 at an issue price of $0.0155 per share to unrelated Vaxinia Vendors as detailed in the Explanatory Memorandum.’

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who participated in the issue or is a counterparty to the agreement being approved or an associate of those persons.

However, this does not apply to a vote cast in favour of the 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 holding 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 resolutions; and

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

Resolution 2 – Approval of allotment and issue of Consideration Shares to related parties: Paul Hopper and persons and entities related to him

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

• 2 ‘That, for the purposes of ASX Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, the Company be authorised to issue up to 94,170,967 Consideration Shares at an issue price of $0.0155 per share to Mr Paul Hopper, a related party of the Company by virtue of him being a Director of Imugene, and persons and entities related to him, on the terms and conditions set out in the Explanatory Memorandum.’

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

Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of a person who is to receive securities in question and any other person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate of those persons.

However, this does not apply to a vote cast in favour of the 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 holding 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 resolutions; 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.

The Company will also disregard any votes cast on resolution 2 by:

• (a) a related party of the Company to whom the resolution would permit a financial benefit to be given; and

• (b) any associate of such a related party,

in contravention of section 224 Corporations Act. However, the Company need not disregard a vote cast on resolution 2 if:

• (c) it is cast by the person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and

• (d) it is not cast on behalf of a related party or an associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or any associate of such a related party.

Dated: 6 August 2021 By order of the Board

Phillip Hains Company Secretary

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Notes

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

• (b) Subject to the Corporations Act, 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 9.00 am (AEST) on Sunday, 5 September 2021.

• (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 7.00 pm (AEST) on Sunday, 5 September 2021.

• (g) If you have any queries on how to cast your votes then call 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

This Explanatory Memorandum accompanies the notice of Extraordinary General Meeting of the Company to be held online by Zoom on Tuesday, 7 September 2021 at 9.00 am (AEST).

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.

Background

• 1 At a general meeting of the Company on 18 November 2019 ( 2019 EGM ), shareholders approved the acquisition by the Company of:

• (a) all of the shares held in Vaxinia Pty Ltd ( Vaxinia ); and

• (b) a separate worldwide exclusive licence to a promising oncolytic virus technology, known as CF33, developed at City of Hope, a world-renowned independent research and treatment centre for cancer, diabetes and other life-threatening diseases based in Los Angeles, California; and

• (c) the issue of 530,800,805 ordinary shares in the Company at an issue price of $0.0155 per share ( Consideration Shares ) as consideration for the acquisition of the shares in Vaxinia.

( Transaction ).

• 2 In addition to approval being obtained under Listing Rule 10.1 for the Transaction more broadly, specific approval was also obtained at the 2019 EGM under:

• (a) Listing Rule 7.1 for the approval of the allotment and issue of Consideration Shares to unrelated party Vaxinia Vendors; and

• (b) Listing Rule 10.11 for the approval of the allotment and issue of Consideration Shares to related party Vaxinia Vendors, being Mr Paul Hopper and persons and entities related to him.

• 3 The notice of meeting for the 2019 EGM ( 2019 Notice of Meeting ) provided shareholders with all such material as was necessary to fully and fairly inform shareholders about the Transaction (including an Independent Expert's Report) and was released on the ASX Platform on 14 October 2019. The Independent Expert concluded that the Transaction was fair and reasonable to the non-associated shareholders.

• 4

• The Transaction completed in November 2019.

• 5 Imugene’s opportunity to acquire the exclusive license from the City of Hope was facilitated through Vaxinia. At the time of the Transaction, Vaxinia was a related party of the Company by virtue of it being an entity controlled by the Company’s Chairman, Mr Paul Hopper.

• 6 When Imugene sought to pursue the opportunity with City of Hope, an independent committee was established by it to assess and pursue the licensing opportunity on behalf of Imugene. The

Independent Committee did not include Mr Hopper due to his pre-existing relationship with City of Hope and Vaxinia. Dr Axel Hoos also requested to be recused from forming part of the independent committee given his roles with various other life science companies. Mr Hopper and Dr Hoos therefore refrained from making a recommendation in relation to the resolutions included in the 2019 Notice of Meeting and similarly refrain from making a recommendation in relation to the resolutions included in this Notice of Meeting.

7 The share sale agreement ( Share Sale Agreement ) governing the acquisition of shares in Vaxinia provided for 127,994,355 of the Consideration Shares to be issued upfront at an issue price of $0.0155 per share and for the remaining 402,806,450 Consideration Shares (the Deferred Shares ) to be issued at an issue price of $0.0155 per share in three tranches, with the issue of each tranche subject to the achievement of a certain milestone relating to the development of CF33 as follows:

Milestone	Description	Deferred Shares
1	Allowance of investigational new drug by the US Food and Drug Administration in relation to CF33	119,354,838 (equal to $1,850,000)
2	Dosing of first patient in a Phase 1 clinical trial for CF33	134,258,064 (equal to $2,081,000)
3	Meeting Phase 1 safety endpoints excluding efficacy and dose	149,193,548 (equal to $2,312,500)

• 8 Upon issue, all Deferred Shares rank equally with existing Imugene shares and will be subject to voluntary escrow for a period of:

• (a) six months from the date of issue in respect of the unrelated party Vaxinia Vendors; and

• (b) twelve months from the date of issue in respect of the related party Vaxinia Vendors.

• 9 A summary of the material terms of the Share Sale Agreement is annexed to this Notice of Meeting.

• 10 Prior to the 2019 EGM, the Company obtained waivers from ASX ( ASX Waivers ) from the operation of:

• (a) Listing Rule 7.3.2 (now superseded by Listing Rule 7.3.4) which would otherwise operate so as to require all Consideration Shares issued to the unrelated party Vaxinia Vendors to be issued no later than three months after the 2019 EGM; and

• (b) Listing Rule 10.13.3 (now superseded by Listing Rule 10.13.5) which would otherwise operate so as to require all Consideration Shares issued to the related party Vaxinia Vendors to be issued no later than one month after the 2019 EGM.

• 11 As set out in the 2019 Notice of Meeting, among other conditions, the ASX Waivers were granted on the condition that the Deferred Shares to be issued on the achievement of:

• (a) Milestone 1 were to be issued by 30 June 2021;

• (b) Milestone 2 were to be issued by 31 March 2022; and

• (c) Milestone 3 were to be issued by 30 June 2024.

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• 12 Those dates were set by ASX as a condition to the grant of the ASX Waivers. There was no condition under the Share Sale Agreement that the Deferred Shares must be issued by a particular date. Full details of the ASX Waivers and the conditions attached to them are set out in the 2019 Notice of Meeting.

Current status of Deferred Share issuance

• 13 On 2 July 2021, the Company announced that the City of Hope has now received FDA IND approval to initiate a Phase I clinical trial of its oncolytic virotherapy candidate, CHECKvacc (CF33-hNIS-antiPDL1) using the CF33 technology.

• 14 As a result, the first milestone for payment of the Deferred Shares has been satisfied.

• 15 As noted above, however, the ASX Waivers were granted on the condition that the Deferred Shares to be issued on the achievement of Milestone 1 ( Tranche 1 Consideration Shares ) were to be issued by 30 June 2021. Unfortunately, due to a convergence of varying time zones, whilst the IND approval was received on 30 June 2021 (Pacific Daylight Time), the share issuance was not able to occur by 30 June 2021 (Australian Eastern Standard Time). The ASX waivers for the issuance of the Tranche 1 Consideration Shares have therefore lapsed.

• 16 The Company has otherwise complied with, and expects to continue to be able to comply with, all other conditions of the ASX Waivers.

• 17 Whilst Imugene’s management team has worked diligently over the past year to obtain the FDA’s consent to the IND, factors beyond their control, primarily COVID-19, worked to delay the extensive effort required to submit an IND. In particular:

• (a) Milestone 1 is allowance of IND by the US FDA in relation to CF33 which required a suitable laboratory to conduct the IND enabling toxicology testing;

• (b) conducting Good Laboratory Practice ( GLP ) toxicology was limited to the USA after many months of discussions with Australian and US laboratory sites due to the import/export restrictions of oncolytic viruses;

• (c) oncolytic viruses are limited to Biosecurity Science Laboratories ( BSL ) 2 certified laboratories and virus specialised labs. During the pandemic, these labs prioritised COVID-19 development over other projects;

• (d) it has been difficult to obtain a slot from these specialized laboratories which have been slowed due to limited resources and reduction in staff allowed due to COVID-19 restrictions;

• (e) the laboratories could not have 2 BSL 2 (viral) products being developed at the same location (CF33 has been developed in two different constructs: ‘VAXinia’ and CHECKvacc);

• (f) in respect of City of Hope’s arrangements at its Comprehensive Cancer Centre – Duarte, California USA, City of Hope operated with limited staff and operations due to the COVID19 pandemic. In particular:

  • (i) non-GLP pre-clinical experiments and test for Imugene’s oncolytic virus requested from the FDA had to be conducted at City of Hope and were delayed due to COVID-19 restrictions with limited staff;

  • (ii) the Company researched external third party laboratories but they were experiencing the same restrictions and could not carry out the work;

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  - (iii) CF33 oncolytic virus is manufactured at the City of Hope Cancer Centre whose onsite facilities were operating with limited hours and staff with backlog/delays; and

  - (iv) the manufactured products were still required to carry out the GLP experiments.

• 18 Given the proximity in timing of receipt of the IND approval to the deadline set by ASX under the ASX Waivers, the Company sought further relief from ASX so as to enable the Tranche 1 Consideration Shares to be issued in reliance on the original ASX Waivers that were obtained by the Company. Unfortunately ASX has determined not to grant such relief.

• 19 Accordingly:

• (a) on 9 July 2021, the Company issued 25,183,871 Tranche 1 Consideration Shares to the unrelated party Vaxinia Vendors. For the reasons outlined above, those shares were issued using the Company’s current placement capacity under ASX Listing Rule 7.1 and the issuance was not made in reliance on the previous shareholder approval that was obtained at the 2019 EGM. Those shares are subject to voluntary escrow for a period of six months; and

• (b) 94,170,967 Tranche 1 Consideration Shares may not be issued to Mr Hopper and persons and entities related to him without further shareholder approval being obtained for the purposes of ASX Listing Rule 10.11. If shareholder approval is obtained and the Milestone 1 Shares are issued, those shares will be subject to voluntary escrow for a period of 12 months.

• 20 The Company is therefore asking shareholders to:

• (a) ratify the issue of the 25,183,871 Tranche 1 Consideration Shares to the unrelated Vaxinia Vendors under Listing Rule 7.4; and

• (b) approve again the issue of 94,170,967 Tranche 1 Consideration Shares to related party Vaxinia Vendors, being Mr Paul Hopper and persons and entities related to him under Listing Rule 10.11 and section 208 Corporations Act.

• 21 At this time, the Company does not expect there to be a corresponding delay in the issuance dates specified in the ASX Waivers for the second or third tranche of Deferred Share issuances. Accordingly, the ASX Waivers previously granted by ASX continue to apply in respect of those Deferred Share issuances and no approval is being sought for those issuances at this General Meeting.

• 22 The Company notes that:

• (a) Milestone 1 has now been satisfied;

• (b) the dates set by the ASX under the terms upon which the ASX Waivers were originally granted were set following consultation with the Company having regard to the particular circumstances of the Transaction, and at which time the Company had a reasonable basis to consider that those dates were achievable;

• (c) the circumstances giving rise to the delay in the achievement of Milestone 1 has arisen as a result of the COVID 19 pandemic. They were not foreseeable at the time that the original ASX Waivers were sought and obtained nor are they directly related to the Transaction or the development of the CF33 technology; and

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• (d) there has been no material change to the Company's circumstances in respect of the CF33 technology since entry into the Share Sale Agreement other than:

• (i) completion of the Transaction;

• (ii) entry into a licence agreement between the Company and City of Hope for the patents covering a novel combination immunotherapy, providing CF33 the ability to utilize CD19 CAR T therapies against solid tumours (as announced by the Company on 18 May 2021); and

• (iii) attainment of the FDA IND approval.

Resolution 1 – Ratification of issuance of Consideration Shares to unrelated Vaxinia Vendors

• 23 The purpose of resolution 1 is for shareholders to ratify, under ASX Listing Rule 7.4 and for all other purposes, the issue of the Tranche 1 Consideration Shares to Vaxinia Vendors who are not related parties of the Company.

• 24 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

• 25 ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1 by permitting the ratification of previous issues of shares which were not made under a prescribed exception under ASX Listing Rule 7.2 or with shareholder approval, provided that such issue did not breach the 15% threshold set out in ASX Listing Rule 7.1. If shareholders of a company approve the ratification of such previous issue of shares at a general meeting, those shares will be deemed to have been issued with shareholder approval for the purpose of calculating the company’s placement capacity under ASX Listing Rule 7.1.

• 26 Resolution 4 therefore proposes the ratification of the allotment and issue of the Placement Shares for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

• 27 The Placement was undertaken within Imugene’s 15% placement capacity under ASX Listing Rule 7.1.

• 28 If Resolution 1 is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rules 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the issue date.

• 29 Further details regarding the proposed issue of the Tranche 1 Consideration Shares are set out below.

Consideration Shares
The names of the persons to whom Imugene issued or agreed to issue the securities or the basis on which those persons were identified or selected	Vaxinia Vendors who are unrelated parties of the Company.

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Consideration Shares
The number and class of securities Imugene issued or agreed to issue	25,183,871 Tranche 1 Consideration Shares.
If the securities are not fully paid ordinary securities, a summary of the material terms of the securities	The Tranche 1 Consideration Shares are fully paid ordinary shares and will rank equally with all existing Shares on issue and will be subject to voluntary escrow for a period of six months from the date of issue.
The date or dates on which the securities were or will be issued	9 July 2021
The price or other consideration Imugene has received or will receive for the issue	$0.0155 per share
The purpose of the issue, including the use or intended use of any funds raised by the issue	Not applicable. The Tranche 1 Consideration Shares were issued as consideration under the Share Sale Agreement.
If the securities were or will be issued under an agreement, a summary of any other material terms of the agreement	A summary of the material terms of the Share Sale Agreement is annexed to this Notice of Meeting.

Directors’ recommendation

• 30 The Directors, with Mr Paul Hopper and Dr Hoos abstaining, unanimously recommend you vote in favour of this resolution.

Resolution 2 - Approval of allotment and issue of Consideration Shares to related parties: Paul Hopper and persons and entities related to him

ASX Listing Rule 10.11

• 31 ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• (a) a related party (Listing Rule 10.11.1);

• (b) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (30%+) holder in the company (Listing Rule 10.11.2);

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial holder (10%+) holder in the Company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so (Listing Rule 10.11.3);

• (d) an associate of a person referred to in paragraphs (a) to (c) above (Listing Rule 10.11.4); or

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• (e) a person whose relationship with the company or a person referred to in paragraphs (a) to (d) above is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders (Listing Rule 10.11.5),

unless it obtains the approval of its shareholders.

• 32 Once approval is obtained pursuant to Listing Rule 10.11, the Company is entitled to rely on Listing Rule 7.2, Exception 14 as an exception to any requirement that may otherwise apply requiring Shareholder approval under Listing Rule 7.1.

• 33 The issue of of 94,170,967 Tranche 1 Consideration Shares to Mr Paul Hopper and persons and entities related to Mr Paul Hopper does not fall within any of the exceptions in Listing Rule 10.12. The issuance therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

• 34 As the Transaction has completed, approval of the issue of the Tranche 1 Consideration Shares to the related party Vaxinia Vendors will enable the Company to satisfy its obligations to issue those shares as consideration for the acquisition of the shares in Vaxinia under the Share Sale Agreement. If Shareholders do not approve the issuance of the Tranche 1 Consideration Shares, the Tranche 1 Consideration Shares will not be issued to related party Vaxinia Vendors, being Mr Paul Hopper and persons and entities related to him. This may give rise to potential legal and/or reputational risk to the Company.

• 35 Pursuant to, and in accordance with, the requirements of Listing Rule 10.15, the following information is provided in relation to the proposed issuance of up to 94,170,967 Tranche 1 Consideration Shares to Mr Paul Hopper, a related party by virtue of him being a director of Imugene, and persons and entities related to Mr Paul Hopper:

Consideration shares
Allottees	Mr Paul Hopper, a Director of Imugene, and persons and entities related to Mr Paul Hopper
Maximum number of Shares to be issued	Up to 94,170,967 Tranche 1 Consideration Shares
Issue price	$0.0155 per share
Date by which the Company will issue the Shares	94,170,967 Tranche 1 Consideration Shares will be as soon as possible and by no later than one month from the date of approval being granted under this resolution 2.
Terms of issuance of Shares	The Tranche 1 Consideration Shares will rank equally with all existing Shares on issue and will be subject to voluntary escrow for a period of 12 months from the date of issue.
Intended use of funds raised	Not applicable. The Tranche 1 Consideration Shares are being issued as consideration under the Share Sale Agreement. A summary of the material terms of the Share Sale Agreement is annexed to this Notice of Meeting.

Chapter 2E Corporations Act

• 36 All Directors, in the interests of good governance, believe that it is prudent to seek Shareholder approval for the purposes of section 208 of the Corporations Act.

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• 37 Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless providing the benefit falls within a prescribed exception to the general prohibition. Relevantly, there is an exception if the company first obtains the approval of its shareholders in a general meeting in circumstances where certain requirements specified in Chapter 2E in relation to the convening of that meeting have been met.

• 38 A ‘Related Party’ is defined widely in section 228 of the Corporations Act and includes, relevantly:

• (a) a director (or proposed director) of a public company;

• (b) any entity that is controlled by a director of the public company;

• (c) spouses of a director of the public company; and

• (d) children of a director of the public company.

• 39 A ‘Financial Benefit’ for the purposes of the Corporations Act has a very wide meaning. It includes the public company issuing securities to a related party.

• 40 Mr Paul Hopper is a related party of the Company because he is a director of Imugene and the proposed issue of the Tranche 1 Consideration Shares to him is a Financial Benefit.

• 41 Mr Hopper’s related entities are also related parties of the Company because they include:

• (a) an entity that is controlled by Mr Hopper;

• (b) the spouse of Mr Hopper; and

• (c) children of Mr Hopper,

and the proposed issue of the Tranche 1 Consideration Shares to each of them is a Financial Benefit.

• 42 Accordingly, the Company seeks Shareholder approval for the issue of the Tranche 1 Consideration Shares to Mr Paul Hopper and the entities and persons related to him under section 208 Corporations Act.

Specific information required under the Corporations Act

• 43 For the purposes of Chapter 2E of the Corporations Act, the related party to whom Resolution 2 would permit the financial benefit to be given pursuant to section 219(1)(a) Corporations Act is Mr Paul Hopper, a related party of the Company by virtue of him being a Director, and each of his related entities and persons.

• 44 The nature of the financial benefit pursuant to section 219(1)(b) Corporations Act for Mr Paul Hopper and persons and entities related to him is the issuance of up to 94,170,967 Tranche 1 Consideration Shares at an issue price of $0.0155 per Consideration Share in accordance with the Share Sale Agreement.

• 45 The Directors consider that the reasons for giving this financial benefit are:

• (a) the Company wishes to maximise the use of its cash resources towards other strategic initiatives and equity based incentives;

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• (b) the Tranche 1 Consideration Shares are being issued on the same terms as all other Tranche 1 Consideration Shares being issued to other Vaxinia Vendors under the terms of the Share Sale Agreement;

• (c) the financial benefit is appropriate and commensurate with the value of the licensed asset, particularly in view of:

  • (i) the opportunities to acquire the rights to develop therapeutic candidates of this nature and quality since are scarce; and

  • (ii) Imugene’s ability to leverage its existing expertise and infrastructure in the field of oncolytic viruses;

• (d) other oncolytic viruses that are therapeutic candidates have commanded substantial acquisition prices commensurate with the financial benefit being provided to the Vaxinia Vendors;

• (e) if Imugene had not secured the rights to the licensed asset, Vaxinia would have been entitled to itself (or with third parties) develop the licensed oncolytic viruses – and this would have represented a significant opportunity cost to Imugene; and

• (f) the deferred and conditional consideration being provided to the Vaxinia Vendors under the Share Sale Agreement is in the form of the Tranche 1 Consideration Shares and therefore aligns the interests of both Imugene and the Vaxinia Vendors in that the benefit conferred on the Vaxinia Vendors is subject to Imugene de-risking the development of the licensed oncolytic virus.

• 46 On this basis the Directors believe the giving of the financial benefit, as constituted by the issue of the Tranche 1 Consideration Shares to Mr Paul Hopper and persons and entities related to him is in the best interests of the Company and its Shareholders.

Directors’ Interest and other remuneration (section 219(1)(d))

• 47 Mr Paul Hopper has a material personal interest in the outcome of Resolution 2 as it proposes that the Tranche 1 Consideration Shares be issued, to him and his related entities and persons.

• 48 Details of Mr Paul Hopper’s interests and remuneration are set out below:

Mr Paul Hopper is contractually remunerated at $255,000 per annum (exclusive of any goods and services tax and inclusive of any statutory superannuation) in his capacity as Executive Chairman of the Company. He may also be entitled to receive an annual bonus based on past performance at the discretion of the Board (for further details refer to announcement released 16 December 2020).

As at 3 August 2021, Mr Paul Hopper and related entities owned 201,465,468 fully paid ordinary shares in the Company.

• 49 The remaining Directors do not have a material personal interest in the outcome of Resolution 2.

Valuation of Shares

50 The value attributed to the Tranche 1 Consideration Shares pursuant to the terms of the Transaction was $0.0155 per share, which is equal to the seven day volume weighted average

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price of Imugene Shares prior to the announcement of the parties entering into the Share Sale Agreement on 15 July 2019.

Existing interests and the dilutionary effect on other Shareholders’ interests

51 The effect that the issuance of the Tranche 1 Consideration Shares the subject to this resolution 2 will have on the interests of Mr Paul Hopper and his related entities and persons relative to other Shareholders’ interests is set out in the following table. The table assumes no further issues of shares in, or reconstruction of the capital of the before the issuance of any Tranche 1 Consideration Shares to Mr Paul Hopper and his related entities and persons (but includes the issuance of the Tranche 1 Consideration Shares to the unrelated Vaxinia Vendors).

	Paul Hopper and his relevant interest	Related Paul Hopper non- notifiable interest	Total
The total number of shares on issue in the capital of the Company	5,003,025,244*	5,003,025,244*	5,003,025,244*
Shares currently held	201,465,468	3,909,953	205,375,421
% of Shares currently	4.03%	0.08%	4.11%
Shares to be issued under Resolution 2	89,730,967	4,440,000	94,170,967
Shares that will be held following the issuance of the Tranche 1 Consideration Shares	291,196,435	8,349,953	299,546,388
The total number of shares on issue in the capital of the Company following issuance of Tranche 1 Consideration Shares	5,097,196,211	5,097,196,211	5,097,196,211
% of Shares that will be held following the issuance of the Tranche 1 Consideration Shares	5.71%	0.16%	5.88%

*Shares on issue as of 3 August 2021

52 The effect that the issuance of the Tranche 1 Consideration Shares the subject to this resolution 2 will have on the interests of the other substantial Shareholders of the Company is set out in the following table. The table assumes no further issues of shares in, or reconstruction of the capital of the before the issuance of any Tranche 1 Consideration Shares to Mr Paul Hopper and his related entities and persons (but includes the issuance of the Tranche 1 Consideration Shares to the unrelated Vaxinia Vendors).

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The total number of shares on issue in the capital of the Company	5,003,025,244*
Shares currently held	291,696,995
% of Shares currently	5.83%
Shares to be issued under Resolution 2	-
Shares that will be held following the issuance of the Tranche 1 Consideration Shares	291,696,995
The total number of shares on issue in the capital of the Company following issuance of Tranche 1 Consideration Shares	5,097,196,211
% of Shares that will be held following the issuance of the Tranche 1 Consideration Shares	5.72%

*Shares on issue as of 3 August 2021

53 Save as set out in this Explanatory Memorandum, the Directors are not aware of any other information that will be reasonably required by Shareholders to make a decision in relation to the benefits contemplated by Resolution 2.

Directors’ recommendation

54 The Directors, with Mr Paul Hopper and Dr Hoos abstaining, unanimously recommend that you vote in favour of this resolution.

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Glossary

Imugene Limited ACN 009 179 551

2019 EGM	means the general meeting of the Company held on 18 November 2019 for the purposes of approving the Transaction.
2019 Notice of Meeting	means the notice of meeting prepared and provided to Shareholders in relation to the 2019 EGM.
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).
ASX Waivers	means the waivers granted to the Company by ASX as described in paragraph 10.
Board	means the board of directors of the Company.
BSL	means Biosecurity Science Laboratories.
City of Hope	means the City of Hope Cancer Centre in Los Angeles
Company or Imugene	means Imugene Limited ACN 009 179 551.
Consideration Shares	means up to 530,800,805 Shares to be issued to the Vaxinia Vendors at a price of $0.0155 per Share under the Share Sale Agreement.
Corporations Act	means the Corporations Act 2001 (Cth).
Corporations Regulations	means the Corporations Regulations 2001 (Cth).
Deferred Shares	means the deferred share consideration valued at up to $6.243 million which forms part of the consideration payable by the Company to the Vaxinia Vendors pursuant to the terms of the Share Sale Agreement.
Directors	means the directors of the Company.
Explanatory Memorandum	means the explanatory memorandum attached to the Notice of Meeting.
FDA	means the US Food and Drug Administration.
General Meeting	means the Company’s extraordinary general meeting the subject of this Notice of Meeting.
GLP	means Good Laboratory Practice.
IND	means investigational new drug.
Licence Agreement	means the licence agreement entered into between the Company and City of Hope on 15 July 2019.
Listing Rules	means the listing rules of ASX.
Non-Associated Shareholders	has the meaning set out in the Independent Expert’s Report included within the 2019 Notice of Meeting.
Notice of Meeting	means the notice of meeting and includes the Explanatory Memorandum.

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Share Sale Agreement	means the share sale agreement entered into between the Company and each Vaxinia Vendors on 15 July 2019.
Shares	means the existing fully paid ordinary shares in the Company.
Shareholder	means a person who is the registered holder of Shares.
Tranche 1 Consideration Shares	means up to 119,354,838 Shares to be issued to the Vaxinia Vendors at a price of $0.0155 per Share under the Share Sale Agreement.
Transactions	means the transaction completed by Imugene as described in paragraph 1 of the Explanatory Memorandum.
Vaxinia	means Vaxinia Pty Ltd ACN 630 535 901.
Vaxinia Vendor	means each holder of shares in Vaxinia prior to completion of the Transaction.

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Annexure

Summary of material terms of Share Sale Agreement

Term		Details	Details	Details
Conditionality		Completion of the Share Sale Agreement was subject to: (a) the Company obtaining the approval of its shareholders, ASIC or ASX (as applicable) for: (i) the purchase of the shares in Vaxinia on the terms set out in the agreement; and (ii) any other matter the Company reasonably considers necessary under the terms of the agreement; (b) the Licence Agreement becoming unconditional; and (c) there having been no material adverse change to the business, financial or trading position, or assets, liabilities or profitability of Vaxinia that results in: (i) an event that materially affects the business; or (ii) a warranty being materially untrue, incomplete, inaccurate or misleading or deceptive.
Purchase Price		The total purchase price of the shares in Vaxinia is an amount of up to $8,325,000 (subject to certain milestones having been achieved which are described further below).
Value of Consideration Shares		All Consideration Shares issuable under the agreement have an issue price of $0.0155, which is equal to the seven day volume weighted average price of Imugene Shares prior to the announcement of the parties entering into the agreement on 15 July 2019.
Upfront consideration		The upfront consideration payable to the Vaxinia Vendors under the agreement comprises: (a) 127,994,355 Consideration Shares at an issue price of $0.0155 per Consideration Share; and (b) $97,587.50 cash consideration payable to the Vaxinia Vendors who are not related parties of the Company.
Deferred consideration		There deferred consideration is subject to the achievement of certain milestones relating to the development of CF33 as follows: Milestone Description Consideration Shares 1 Allowance of investigational new drug by the US Food and Drug Administration in relation to CF33 119,354,838 Consideration Shares 2 Dosing of first patient in a Phase 1 clinical trial for CF33 134,258,064 Consideration Shares 3 Meeting Phase 1 safety endpoints excluding efficacy and dose 149,193,548 Consideration Shares
		Milestone	Description	Consideration Shares
		1	Allowance of investigational new drug by the US Food and Drug Administration in relation to CF33	119,354,838 Consideration Shares
		2	Dosing of first patient in a Phase 1 clinical trial for CF33	134,258,064 Consideration Shares
		3	Meeting Phase 1 safety endpoints excluding efficacy and dose	149,193,548 Consideration Shares

	The milestones relate to the development of the CF33 technology. The Vaxinia Vendors are not responsible for the achievement of the milestones under the Share Sale Agreement. The satisfaction of each milestone shall be at the sole determination of Imugene (acting reasonably). If a milestone is not achieved, the Vaxinia Vendors shall not be entitled to any Consideration Shares in respect of that milestone. If either of the following events occur, then all milestones will be treated as having been achieved and the applicable Consideration Shares for the milestone(s) shall become immediately issuable: (c) change of control occurs in Imugene, or (d) Imugene merges or divests the CF33 technology. Imugene shall not be required to issue any Consideration Shares if doing so would cause it to breach any applicable law, including Chapter 6 Corporations Act, but Imugene shall work in good faith with the Vaxinia Vendors to seek the required approvals to enable the issuance of the Consideration Shares to occur as soon as practicable after the Vaxinia Vendors become entitled to them.
Escrow	All Consideration Shares: (a) issued to Vaxinia Vendors who are not related parties of the Company will be subject to voluntary escrow for a period of six months from the date of issue; and (b) issued to Vaxinia Vendors who are related parties of the Company will be subject to voluntary escrow for a period of twelve months from the date of issue. All Consideration Shares issued under the agreement shall otherwise rank equally with existing Imugene Shares.
Vaxinia Vendors warranties and indemnities	The agreement includes a of number of warranties given in favour of the Company by each Vaxinia Vendor in respect of the ownership of their Vaxinia shares and their ability to sell them to the Company. The Vaxinia Vendors each indemnify the Company for loss it may suffer if any of the warranties relating to them and their shares are breached. The agreement also includes a number of warranties given in favour of the Company by Paul Hopper in relation to the business operations and history of Vaxinia. Paul Hopper also indemnifies the Company for loss it incurs as a result of any breach of those warranties. The quantum of this liability is capped at the purchase price.
Imugene warranties and indemnities	Imugene provides a number of standard warranties in favour of the Vaxinia Vendors regarding its standing and capacity to enter into the transaction. It also indemnifies the Vaxinia Vendors for amounts required to be paid to them under the agreement.

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

Imugene Limted | ACN 009 179 551

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Sample Only Sample Only Sample Only Sample Only Sample Only Sample Only

[HolderNumber]

Holder Number: I0000000000

Your proxy voting instruction must be received by 9.00am (Sydney time - AEST) on Sunday, 5 September 2021, 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

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.

Lodging your Proxy Voting Form:

Online:

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

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:

meetings@automicgroup.com.au

BY FACSIMILE: +61 2 8583 3040

All enquiries to Automic: WEBCHAT: https://automicgroup.com.au/

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

STEP 1 – How to vote

APPOINT A PROXY: I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of Imugene Limited, to be held virtually at 09.00am (Sydney time - AEST) on Tuesday, 7 September 2021 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.

VIRTUAL PARTICIPATION AT THE EGM:

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

Resolutions

1. Ratification of issuance of Consideration Shares to unrelated Vaxinia Vendors

2. Approval of allotment and issue of Consideration Shares to related parties: Paul Hopper and persons and entities related to him.

For Against Abstain

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

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