IMUGENE LIMITED — Share Issue/Capital Change 2004

Jun 24, 2004

LIMITED

ASX ANNOUNCEMENT

Convertible Preference Shares Conversion

June 25, 2004, Sydney:

Imugene Limited, Sydney, announces that all 8.872 Convertible Preference Shares (CPS) have today automatically converted into 8,872 new ordinary shares in the capital of Imugene.

The CPS were issued last year as part consideration for the acquisition of the balance of the outstanding equity on issue in Imugene's production animal subsidiary, VectoGen Limited.

VectoGen, 100% owned by Imugene for the past 12 months, owns the rights to the Adenoviral Vector Delivery System for poultry and pigs. These products treat specific infectious diseases occurring within poultry and pigs as well as delivering 'Immune Enhancers'. All products deliver economic productivity gains and are viable replacements for chemicals and antibiotics.

Upon the satisfaction of various milestones the CPS were originally convertible into a maximum of 14,745,265 new ordinary Imugene shares. The initial milestone was for an Australian Stock Exchange market capitalisation in excess of \$33 million for a period of 20 consecutive days by 23 June 2004. This market capitalisation condition has not been met and automatic conversion into 8.872 ordinary Imugene shares occurred today. Accordingly Imugene's ordinary share capital on issue, as a result of the CPS conversion is 107,951,413 shares.

The other milestones related to three Adenoviral Vector Delivery System products that are under contract with Merial (Merck & Aventis' Animal Health joint venture company). Merial and Imugene continue their contract collaborations towards commercialisation of these three products and the contracts are unaffected by the conversion of the CPS.

END

ABN: 99 009 179 551 Level 1, 14 - 20 Delhi Road, North Ryde NSW 2113 PO Box 307, North Ryde NSW 1870 Tel: +61 2 9870 7330 Fax: +61 2 9888 9338 website: www.imugene.com

ABOUT IMUGENE:

Imugene Limited (ASX Code: IMU) is an Australian biopharmaceutical company specialising in the development and commercialisation of animal health products for production animals and companion (pet) animals.

Imugene's pig and poultry product portfolio is aiming to exploit market segments worth US\$3 billion of the existing US\$8 billion annual global spend on existing treatments.

More information:

Mr. Graham Dowland, Imugene's Executive Chairman $+61893229189$

Dr Warwick Lamb. Imugene's Managing Director +61 2 9870 7330

Visit Imugene Limited's website at:

www.imugene.com

ABN: 99 009 179 551 Level 1, 14 - 20 Delhi Road, North Ryde NSW 2113 PO Box 307, North Ryde NSW 1870 Tel: +61 2 9870 7330 Fax: +61 2 9888 9338 website: www.imugene.com

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

IMUGENE LIMITED

ABN

99 009 179 551

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary shares

8,872

• $\overline{z}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the "securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do which extent to they the participate for the next dividend, case of a $\rm (in$ the. trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	Conversion of all Shares ("CPS")	Convertible Preference
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	for each CPS.	Conversion of all Convertible Preference Shares currently on issue at the rate of 1 ordinary share
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	24 June 2004
8	and + class all Number of *securities quoted on ASX (including the securities in clause 2 if applicable)	Number 107,951,413	+ Class Ordinary shares

⁺ See chapter 19 for defined terms.

ģ. Number and *class of al *securities not quoted on AS2 (including the securities in claus 2 if applicable)

	Number	+ Class
Ĥ	2,628,152	Options exercisable at 11.25
Χ		cents
e	10,633,333	Performance Options

10 Dividend policy (in the case of a $\vert$ trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

Not Applicable $11$ Is security holder approval required? 12 Is the issue renounceable or non- $\lceil$ Not Applicable renounceable? 13 Ratio in which the *securities will Not Applicable be offered 14 *Class of *securities to which the Not Applicable offer relates 15 *Record date to determine Not Applicable entitlements 16 Will holdings on different registers Not Applicable (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in Not Applicable relation to fractions 18 Names of countries in which the Not Applicable entity has *security holders who will not be sent new issue documents Note: Security bolders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Not Applicable оf Closing date for receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Not Applicable
21	Amount of any underwriting fee or commission	Not Applicable
22	Names of any brokers to the issue	Not Applicable
23	Fee or commission payable to the broker to the issue	Not Applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	Not Applicable
25	If the issue is contingent on security holders' approval, the date of the meeting	Not Applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not Applicable
27.	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not Applicable
28	Date rights trading will begin (if applicable)	Not Applicable
29
	Date rights trading will end (if applicable)	Not Applicable
30	How do *security holders sell their entitlements in full through a broker?	Not Applicable
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not Applicable

Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

35

If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1.001 - 5.000$ $5.001 - 10,000$ $10,001 - 100,000$ $100,001$ and over
37	A copy of any trust deed for the additional *securities

$(now\ go\ to\ 43)$

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which * quotation is sought	6,731,100
39.	Class of "securities which for quotation is sought	Ordinary Shares
40	Do the "securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do which the extent to they participate for the next dividend, оf $\binom{1}{1}$ the case trust. a distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend, distribution or interest payment	Yes
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion οf another security, clearly identify that other security)	End of escrow period on 24 June 2004
42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	+ Class Number 107,951,413	Ordinary shares

(now go to $43$ )

$\overline{+}$ See chapter 19 for defined terms.

All entities

Fees

43

Payment method (tick one)
	Cheque attached
	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overrightarrow{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...................................... (Director/Company secretary)

Print name: MARK PEARCE

$\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial}{\partial x_{\ell}}\frac{\partial$

⁺ See chapter 19 for defined terms.