A MESSAGE FROM THE CHAIRMAN Dear Fellow Shareholders of Prima BioMed, It is with great pleasure that we invite you to attend an Extraordinary General Meeting of shareholders of our company, to be held in Sydney on 31 Jul

A MESSAGE FROM THE CHAIRMAN

Dear Fellow Shareholders of Prima BioMed,

pleasure that we invite you to attend an Extraordinary General Meeting of shareholders of our company, to be held in Sydney on 31 July 2015.

meeting will be one of the more important to be held in Prima s 14 years as a listed biotech company. If the resolutions being put before our shareholders are passed, they will enable significant funding for the exciting immuno-oncology

programs added to our portfolio through the acquisition of Immutep SA late last year. The resolutions will also enable a significant investment in Prima from the US-based Ridgeback Capital Investments, whose willingness to back Prima, we believe,

constitutes a significant step forward for our company in terms of its credibility with key opinion leaders in Life Sciences investments.

out a brief explanation and context for each of the proposed resolutions in the Notice of Meeting.

In resolutions 1 and 2 we propose to ratify prior issues of shares and warrants under the Immutep acquisition agreement and the Bergen funding agreement from

last year. The passing of Resolutions 1 and 2 also gives us greater flexibility in terms of our capital management. Under the ASX listing rules Prima is allowed to issue up to 25% of its issued share capital over a 12 month rolling period. The

Resolutions effectively refresh this placement capacity for the coming 12 months. As a company in the clinical development phase, it is important for Prima to have as much flexibility as possible to raise funding as and when it is required to

support our clinical programs. We therefore encourage shareholders to vote in favour of Resolutions 1 and 2, ratifying the issue of warrants and shares to the Immutep vendors as agreed in December 2014 and to Bergen under the terms of their

most important items in this Notice of Meeting are those items which seek shareholder approval for the Ridgeback investment. The board believes that Ridgeback s support has been an important part of our recent stock market re-rating.

Ridgeback, founded in 2006 by Wayne Holman, has over the last decade established a strong track record of success in the Life Sciences space globally. Its investments in companies like Adaptimmune and Trillium, have established Ridgeback s

strong credentials in our specialised field in particular.

Our fund raising journey was not an easy one. Marc and his team worked around the clock to put

together a financing package that would allow the company to move more quickly towards its development goals. At this point in time, advances in science, medicine and research seem to be happening at an unprecedented pace. Accelerating Prima s

pipeline is imperative to the success of the company. Prior to Ridgeback s initial investment, the company had only a few months of cash available. We were fortunate in that Ridgeback expressed a desire to purchase additional equity at a price

which was similar to the prevailing stock price at the time of the press release announcing the deal. We believe that there are substantial benefits to a significant Ridgeback investment; benefits that we may not achieve if the deal is not voted

through. Specifically, we believe that a meaningful Ridgeback investment provides us with:

(1) introductions to other well respected investment

institutions which will help in future financings;

Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

(2) the ability to attract other top level executives and researchers to the company and the board;

(3) potential introductions for additional in-licensing opportunities;

(4) increased visibility to other biotechnology and pharmaceutical companies as potential partners and collaborators on Prima s internal assets; and

(5) industry expertise based on Wayne Holman s intense study of drug development over the last 15 years.

We also found Ridgeback very supportive in terms of the size and structure of their investment at a time when sentiment towards our company was not strong and

the share price was down to 2 cents. We have found, especially from US and European biotech investors, general acclaim for us having attracted an investor of Ridgeback s calibre. We believe that other US Life Science investors will now be more

willing to follow Ridgeback s lead. This support is reflected in the greatly increased interest in our NASDAQ ADR program. We strongly support shareholder approval of Resolution 3, ratifying the prior issue of shares to Ridgeback, and

Resolution 4, approving the terms of Ridgeback s cornerstone investment, in the absence of a superior proposal. The level of investment and the nature of the support Ridgeback will provide us as a strategic cornerstone investor will, we

believe, confer a significant advantage in taking Prima to the next stage of its evolution and development.

Attached to this Notice of Meeting is an

Independent Expert s Report prepared by KPMG related to the Ridgeback transaction which concludes that the transaction is reasonable to non-associated shareholders (that is, shareholders other than Ridgeback) and it is in their best interests

to approve the proposal in the absence of a superior proposal. The Expert s Report finding that the transaction is not fair primarily stems from the magnitude of the share price run in the wake of the Ridgeback transaction

announcement, to a point where the prevailing market price now exceeds the upper limit of KPMG s valuation range. Your board is recommending this transaction to shareholders nonetheless, because it provides a strong cornerstone investor in

Ridgeback, which in turn provides a strong signal to the market in terms of stability in meeting future funding requirements. Ridgeback s investment has also, we believe, confirmed the Board s view that the Immutep transaction was a

transformational value addition for the company.

A lot has changed for Prima BioMed since July last year when Marc Voigt was named our new CEO. The board thinks Marc has done an outstanding job in

positioning our company for the next stage of growth with the addition of the Immutep programs and Ridgeback s support. I therefore ask you to support Resolution 5 providing Performance Rights (PRs) to Marc. He has worked literally around

the clock and across multiple time zones under a great deal of pressure to ensure the company has the funding it needs to commence its IMP-321 clinical development program. The board believes that the PRs are a very reasonable and well-justified

reward for outstanding performance.

Please read the Independent Expert s Report ahead of casting your vote on the various resolutions. Also, please

consider attending this meeting if you can be in Sydney on the day. We look forward to providing an update on the company and the recent transactions as well as answering your questions. If you can t make it in person, we encourage you to vote

I look forward to seeing you on 31 July 2015.

Lucy Turnbull AO (Chairman).

Level 7, 151 Macquarie Street, Sydney NSW 2000

Phone: +61 2 9276 1224 Fax: +61 2 8569 1880

www.primabiomed.com.au ABN: 90 009 237 889

Including Explanatory Notes and Proxy Form

(registration commencing at 10.30 am)

K&L Gates, Level 31, 1 O Connell Street, Sydney, NSW, 2000, Australia

This is an important document. It should be read in its entirety. If you are in doubt as to the course you should follow, consult your

financial or other professional adviser.

Prima BioMed Limited

Notice is hereby given that a General Meeting of Prima BioMed Limited ACN 009 237 889 (Company) will be held at K&L

Gates, Level 31, 1 O Connell Street, Sydney, NSW, 2000, Australia on 31 July 2015 at 11.00am (AEST), for the purposes of transacting the following business.

The Explanatory Notes and Proxy Form accompanying this Notice of General Meeting are incorporated in and comprise part of this Notice of General Meeting.

However, the Company need not disregard a vote

cast on Resolution 1 if it is cast by:

However, the Company need not disregard

a vote cast on Resolution 2 if it is cast by:

However, the Company need not disregard a

vote cast on Resolution 3 if it is cast by:

However, the Company need not disregard

any votes on Resolution 4 if is cast by:

However, the Company need not disregard a vote cast on

Resolution 5 if it is cast by:

Members are entitled to appoint up to

two proxies to act generally at the General Meeting on their behalf, and to vote in accordance with their directions on the Proxy Form. A proxy need not be a member. A personalised Proxy Form is attached to this Notice of General Meeting.

Where two proxies are appointed, each proxy can be appointed to represent a specified proportion or number of the votes of the member. If no number or

proportion of votes is specified, each proxy may exercise half of the member s votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the General Meeting.

If you appoint a proxy, the Company encourages you to direct your proxy how to vote on each resolution by marking the appropriate boxes on the Proxy Form.

Completed Proxy Forms (together with any authority under which the Proxy Form was signed, or a certified copy of the authority) must be returned by

11.00am (AEST) on 29 July 2015:

Further instructions are on the reverse of the

Where permitted, the

Chairman of the Meeting will vote undirected proxies in favour of all Resolutions. Accordingly, if you want to vote against or abstain from voting on any of these Resolutions, you should direct your proxy how to vote in respect of that Resolution

by completing the vote directions in Step 2 of the Proxy Form.

Corporate representatives

A corporation which is a member, or which has been appointed a proxy, may appoint an individual to act as a representative to vote at the General Meeting. The

appointment must comply with section 250D of the Corporations Act. The representative should bring to the General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry.

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance

with the directions on the Proxy Form or it is cast by the Chairperson of 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.

ENTITLEMENT TO ATTEND AND VOTE AT THE GENERAL MEETING

All members may attend the General Meeting. The

Directors have determined that for the purposes of voting at the meeting, Shares will be taken to be held by the persons who are registered as the holders of those Shares as at 11.00am (AEST) on 29 July 2015.

By order of the Board

The accompanying Explanatory Notes and Proxy Form including Voting Instructions

form part of this Notice of General Meeting.

Prima BioMed Limited

EXPLANATORY NOTES TO NOTICE OF GENERAL MEETING