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A MESSAGE FROM THE CHAIRMAN Dear fellow Shareholder, I invite you to join our Board and management team at Prima BioMed s Annual General Meeting (AGM) to be held on Friday, 17 November 2017, in Sydney. An agenda for the

Key Takeaway: A MESSAGE FROM THE CHAIRMAN Dear fellow Shareholder, I invite you to join our Board and management team at Prima BioMed s Annual General Meeting (AGM) to be held on Friday, 17 November 2017, in Sydney. An agenda for the AGM accompanies this letter and the business of the AGM

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A MESSAGE FROM THE CHAIRMAN
Dear fellow Shareholder,
I invite you to join our Board and
management team at Prima BioMed s Annual General Meeting (AGM) to be held on Friday, 17 November 2017, in Sydney.
An agenda for the AGM
accompanies this letter and the business of the AGM is set out in the following Notice of Annual General Meeting and Explanatory Statement.
take this opportunity to explain some of the Resolutions outlined below and especially our proposal to change the Company s name from Prima BioMed Ltd to Immutep Ltd . (Resolution 7 in the Notice of Annual General
Following the acquisition of Immutep S.A.S (the Company s 100% owned subsidiary in France) (Immutep) at the end of calendar year
2014, and subsequent sale under license of our former cancer vaccine CVac to Sydys Corporation, Prima BioMed s sole focus has been the development of our LAG-3 based immunotherapy assets.
Immutep is already an established subsidiary of the Prima BioMed ( Prima ) group. Many of our clinical partner associations are with Immutep and
several patents remain registered under the Immutep name. More apparent is Immutep s strong association with LAG-3 and its founder, Dr Frederic Triebel, who is also our Chief Scientific Officer and Chief Medical Officer.
Your Board therefore feels that the name Immutep more closely aligns with our principal activities and corporate identity. It also means costs associated with
the name change and any disruption to our business will be minimal. We strongly encourage your support in the passing of Resolution 7.
change be approved, you will see new company branding being introduced over the coming weeks and a new look website. We see this as an important part of our efforts to promote and appropriately position our highly prospective LAG-3 related asset
portfolio to the industry and investment markets.
Since the year end we have welcomed Grant Chamberlain as a new Non-Executive Director. Thus, he stands
for re-election at this year s annual general meeting (Resolution 3 in the Notice of Annual General Meeting). Grant has an exceptional background in investment banking and corporate finance, most recently as head of Mergers &
Acquisitions at Bank of America Merrill Lynch in Australia.
There is strong evidence that LAG-3, in which we are the global leader, will play a
significant role in potential new novel immuno-oncology combination therapies. Grant s domestic and international markets experience will be a most valuable asset as we progress our clinical development programs and consolidate our global
leadership in LAG-3.
With Grant s addition to the Board, we say farewell to Albert Wong, who has been a Board member since April
2010. Albert has decided not to put himself up for re-election due to his growing number of business commitments which are proving to be too demanding on his time. On behalf of the Board I would like to thank Albert for his valued counsel over the
years, especially through our Company s recent transformation. We wish him well.
As with Non-Executive Director Pete Meyers, Grant Chamberlain has
elected to receive performance rights in Prima Biomed in lieu of cash remuneration for his services to Prima. As a result, two of our board members now prefer to receive performance rights over cash, a strong indication of their optimism for Prima
and recognition of the considerable value that lies in our development pipeline. Resolution 5 in the Notice of Annual General Meeting relates to the issue of performance rights to Grant Chamberlain as this requires shareholder approval.
The Board seeks shareholder approval to issue to Prima s CEO, Marc Voigt 50 million performance rights to vest in three tranches, subject to meeting
service vesting conditions, across the performance period up until 1st December 2019 (Resolution 6 in the Notice of Annual General Meeting). The Board considers this as both appropriate and
reasonable given Marc s responsibilities as Executive Director and Chief Executive Officer as well as his roles as Managing Director and President of Prima s subsidiaries in France, Germany and the US. It is also in recognition of the
important need to retain Marc within the business and to align his interests with those of our shareholders. Marc has worked tirelessly in developing Prima s highly prospective product pipeline and in marketing the business both within the
industry and to investors. As a Board we thank him for his ongoing dedication to Prima.
Finally, in relation to our financing activities we are seeking
approval for Resolutions 4 and 8 in the Notice of Annual General Meeting. Resolution 4 seeks approval to increase our share placement capacity by 10% of the issued share capital of Prima. This allows for greater flexibility and speed in pursuing
financing options that become available, essential for any small biotechnology company and considered to be standard practice.
approval to ratify the prior issue of shares and warrants to those investors that participated in Prima s recent US capital raising in July 2017, which raised approximately US$5m from US institutional and accredited investors. It is worth
noting that the warrants issued are exercisable at US$2.50 per warrant and therefore are only likely to be exercised should the value of our US ADSs listed on NASDAQ reach or exceed this level. The passing of this resolution gives us greater
flexibility in terms of capital management by refreshing our placement capacity.
I hope this has provided further clarity around some of the resolutions
outlined below. I look forward to seeing some of you at our AGM in November.
NOTICE OF ANNUAL GENERAL MEETING
TAKE NOTICE that the 2017 Annual General Meeting of shareholders of Prima BioMed Ltd (ACN 009 237 889) will be held at the time, date and place
Time: 11.15am (AEDT) (registration commencing 11.00am)
Date: Friday, 17 November 2017
Place: Offices of MinterEllison
Governor Macquarie Tower, 1 Farrer Place, Sydney NSW 2000,
for the purposes of transacting the business referred to in this Notice of Annual General Meeting.
This is an important document and should be read in its entirety. If you are in doubt as to the course you should follow, please consult
your financial or other professional adviser.
Terms used but not defined in this Notice of Meeting
have the meaning given to them on page 18.
2017 Financial statements and reports
consider the financial statements, Directors report and auditor s report for the Company and its controlled entities for the financial year ended 30 June 2017.
Resolution 1 Non-binding resolution to adopt Remuneration Report
To consider, and if thought fit, to
pass the following resolution as a non-binding ordinary resolution:
That, for the purposes of section 250R(2) of the
Corporations Act 2001 (Cth) and for all other purposes, the Company adopt the Remuneration Report for the financial year ended 30 June 2017.
Note: This resolution is advisory only and does not bind the Company or the Directors. Shareholders are encouraged to read the
Explanatory Memorandum for further details on the consequences of voting on this Resolution.
Voting Exclusion Statement:
In accordance with sections 250BD(1) and 250R(4) of the Corporations Act, no member of the Key Management Personnel of the Company (details
of whose remuneration are included in the Remuneration Report), or a member of the KMP of the Group at the date of the Meeting or a Closely Related Party of any such member who are acting as proxy may vote on Resolution 1.
However, in accordance with the Corporations Act, a person described above may vote on Resolution 1 if:
If the chairman of the
Meeting is appointed as a proxy for a person who is permitted to vote on Resolution 1, the chairman will vote any proxies which do not indicate on their Proxy Form the way the chairman must vote, in favour of Resolution 1.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may
be liable for breaching the voting restrictions that apply to you under the Corporations Act.
Resolution 2 Re-election of Director Pete
thought fit, to pass the following resolution as an ordinary resolution, with or without amendment:
That, Mr Pete Meyers, who is
retiring in accordance with the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.
Note: Mr Pete Meyers retires as a Director in accordance with the requirement of clause 23.1(a) of the Constitution. Being eligible, he
offers himself for re-election.
2017 Notice of Annual General Meeting | Page 2
Resolution 3 Re-election of Director Grant Chamberlain
To consider, and if thought fit, to
pass the following resolution as an ordinary resolution, with or without amendment:
That, Mr Grant Chamberlain, who was appointed
as a Director on 21 August 2017 and who is retiring in accordance with the Constitution, and who offers himself for re-election, is re-elected as a Director of the Company.
Note: Mr Grant Chamberlain retires as a Director in accordance with the requirement of clause 24.4(b) of the Constitution. Being
eligible, he offers himself for re-election.
Resolution 4 Approval of additional 10% placement capacity
To consider, and if thought fit, to
pass the following resolution as a special resolution, with or without amendment:
That, for the purposes of ASX Listing Rule 7.1A
and for all other purposes, Shareholders approve the issue of equity securities totalling up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on
the terms and conditions set out in the Explanatory Memorandum.
Voting exclusion statement:
The Company will disregard any votes cast on Resolution 4 by a person, or any associate of that person, who may participate in the proposed
issue and a person who might obtain a benefit, or any associate of a person who might obtain a benefit, except a benefit solely in the capacity as a holder of Shares, if Resolution 4 is passed.
However, the Company will not disregard a vote if:
is a special resolution and can only be passed if at least 75% of the votes cast, in person or by proxy, by Shareholders entitled to vote on Resolution 4, are voted in favour.
Resolution 5 Approval of grant of performance rights to Mr Grant Chamberlain
To consider, and if thought fit, to
pass the following resolution as an ordinary resolution, with or without amendment:
That, for the purposes of ASX Listing Rule
10.11 and for all other purposes, Shareholders approve the issue of 13,272,356 performance rights to subscribe for 13,272,356 fully paid ordinary shares in the Company to Mr Chamberlain (or his nominee) on the terms and conditions set out in the
Explanatory Memorandum.
Voting exclusion statement:
The Company will disregard any votes cast on Resolution 5 by:
2017 Notice of Annual General Meeting | Page 3
However, the Company will not disregard a vote if:
Last updated: Oct 18, 2017