ASX Announcement Release Code: PRR 14 May 2013 ENTITLEMENT OFFER LETTER TO SHAREHOLDERS As required by paragraph 3 of Appendix 7A to the ASX Listing Rules, Prima BioMed Ltd ABN 90 009 237 889 ( Company or Prima ) has tod

ENTITLEMENT OFFER LETTER TO SHAREHOLDERS

As required by paragraph 3 of Appendix 7A to the ASX Listing Rules, Prima BioMed Ltd ABN 90 009 237 889 (Company or Prima) has today mailed the attached letter to all shareholders in

relation to its recently announced entitlement offer (Entitlement Offer) of options (Options) to acquire fully paid ordinary shares in the Company.

A prospectus (Prospectus) in relation to the Entitlement Offer is available and copies can be obtained by calling the Company s shareholder enquiry line on 1300 737 760 any time between 8.15

am and 5.30 pm (Sydney time) during the period from and including the date on which the Entitlement Offer opens until and including the date on which the Entitlement Offer closes. Offers of Options under the Entitlement Offer will be made in, or

accompanied by a copy of the Prospectus. Prospective investors should consider the Prospectus in deciding whether to acquire Options under the Entitlement Offer. Prospective investors who want to acquire Options under the Entitlement Offer will need

to complete an application form that is in or accompanies the Prospectus.

General Counsel & Company Secretary

globally active leader in the development of personalized bio-therapeutic products for cancer. Prima is dedicated to leveraging its technology and expertise to bring innovative treatment options to market for patients and to maximize value to

shareholders. Prima s lead product is CVac , an autologous dendritic cell-based product currently in clinical trials for ovarian cancer patients in remission and soon to be in trials for other cancer types.

The information contained in this announcement does not constitute an offer to sell securities or the solicitation of an offer to buy, or recommendation for investment in, any securities or financial

products within the United States or any other jurisdiction and does not and will not form any part of any contract for the acquisition of shares in the Company. In the United States, securities may not be sold absent registration or an exemption

from registration under the Securities Act. The information in this announcement is not intended as financial advice. Moreover, none of the information in this announcement is intended as a prospectus within the meaning of the applicable laws of any

jurisdiction and this announcement is not directed to any person in any country in which the distribution of such information is unlawful. Moreover, you should be aware of the fact that investments in undertakings, securities or other financial

instruments involve risks. Past results do not guarantee future performance. This announcement contains certain forward-looking statements. The words intends , expected , proposed , forecast ,

target , and will and other similar expressions are intended to identify forward looking statements. Forward-looking statements, opinions and estimates provided in this announcement are based on assumptions and contingencies

which are subject to change without notice. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not

differ materially from these statements. This dates referred to in this announcement are indicative only and subject to change. Prima reserves the right, subject to the listing rules of the ASX and the Corporations Act, to alter the dates at its

discretion, without prior notice.

Prima BioMed Ltd Notice to Shareholders of Entitlement Offer

We write to you as the registered holder of ordinary shares (Shares) in the capital of Prima BioMed Ltd ABN 90 009 237 889

(Company) as of today s date.

As announced to ASX Limited (ASX), the Company is conducting a

non-renounceable pro rata rights issue to Eligible Shareholders (as that term is defined in the prospectus issued by the Company in connection with the Entitlement Offer (Prospectus)) of options (Options) to Shares (Entitlement

The Entitlement Offer allows Eligible Shareholders to acquire, at the offer price of $0.02 per Option, 1 Option for every 4 Shares held as at the record

date for the Entitlement Offer of 5.00 pm on Tuesday, 21 May 2013 (Record Date).

Each Option will be exercisable for $0.20 per

Option at any time from the date of issue until 5.00 pm (Sydney time) on Monday, 19 June 2017.

currently has 1,066,063,388 Shares and 47,519,149 unquoted options2 (Unquoted Options) on issue. Assuming that none of the Unquoted Options are exercised prior to the Record Date, the Entitlement Offer is for up to approximately 315,599,617 of Options3 (subject to the effect of rounding, among other things).

The gross proceeds of the Entitlement Offer, expected to be up to approximately $6.31 million3, will be used to:

and to pay the costs of the Entitlement Offer.

The Entitlement Offer is being managed by Ord Minnett Limited (Manager). The Company has agreed to

pay the Manager a fixed fee of $150,000 in relation to the services provided by the Manager in connection with the Entitlement Offer and the share purchase plan (the full terms of which are set out in the SPP offer booklet given to ASX on

11 April 2013) (SPP). The Manager will also receive a fee equivalent to 5% of the value of any shortfall from the Entitlement Offer and SPP placed by the Company with the assistance of the Manager.

The Prospectus in relation to the Entitlement Offer was lodged with the Australian Securities and Investments Commission (ASIC) and given to ASX

on Monday, 13 May 2013 and is available on both the ASX website (www.asx.com.au) and the Company s website (www.primabiomed.com.au).

The Prospectus, which will be sent to Eligible Shareholders on Monday, 27 May 2013 is also available and copies can be obtained by calling the Company s Shareholder enquiry line on 1300 737 760

any time between 8.15 am and 5.30 pm (Sydney time) during the period from and including the date on which the Entitlement Offer opens until and including the date on which the Entitlement Offer closes (Entitlement Offer Period). Offers of

Options under the Entitlement Offer will be made in, or accompanied by a copy of the Prospectus. Prospective investors should consider the Prospectus in deciding whether to acquire Options under the Entitlement Offer. Prospective investors who want

to acquire Options under the Entitlement Offer will need to complete an application form that is in or accompanies the Prospectus.

General Counsel & Company Secretary

globally active leader in the development of personalised bio-therapeutic products for cancer. Prima BioMed is dedicated to leveraging its technology and expertise to bring innovative treatment options to market for patients and to maximise value to

shareholders. Prima BioMed s lead product is CVac , an autologous dendritic cell-based product currently in clinical trials for ovarian cancer patients in remission and soon to be in trials for other cancer types.

Indicative Entitlement Offer timetable

Dates and times in this letter are indicative only and subject to change. All times and dates refer to Sydney time. The

Company reserves the right, subject to the Corporations Act, ASX Listing Rules and other applicable laws, to vary the above dates without prior notice, including extending the Entitlement Offer or accepting late applications, either generally or in

particular cases, or to withdraw the Entitlement Offer. Applicants are encouraged to submit their personalised Entitlement and Acceptance Forms as soon as possible. No cooling-off rights apply to applications submitted under the Entitlement Offer.

The commencement of quotation of Options is subject to confirmation from ASX.

Further details of the Entitlement Offer, including details of the use of proceeds, the fees associated with conducting the Entitlement Offer, the

jurisdictions into which the Company will make offers under the Entitlement Offer, the timetable and the key risks associated with the Entitlement Offer, an investment in the Options, the Company and CVac , are included in the Prospectus. The

information in the important information section of the Prospectus applies to this letter as if set out in full in this letter.

Shareholder enquiries

further information regarding the Entitlement Offer please call the Company s shareholder enquiry line on 1300 737 760 (within Australia) or +61 2 9290 9600 (from outside Australia) any time between 8.15 am and 5.30 pm (Sydney time)

Monday to Friday, during the Entitlement Offer Period or visit the Company s website (www.primabiomed.com).

questions, you should consult your broker, solicitor, accountant, taxation or other professional adviser without delay.

The information contained in this letter does not constitute an offer to sell securities or the solicitation of an offer to buy, or recommendation for investment in, any securities or financial

products within the United States or any other jurisdiction and does not and will not form any part of any contract for the acquisition of securities in the Company. In the United States, securities may not be sold absent registration or an

exemption from registration under the Securities Act. The information in this letter is not intended as financial advice. Moreover, none of the information in this letter is intended to constitute a prospectus within the meaning of the applicable

laws of any jurisdiction and this letter is not directed to any person in any country in which the distribution of such information is unlawful. Moreover, you should be aware of the fact that investments in undertakings, securities or other

financial instruments involve risks. Past results do not guarantee future performance. This letter contains certain forward-looking statements. The words intends , expected , proposed ,

forecast , target , and will and other similar expressions are intended to identify forward looking statements. Forward-looking statements, opinions and estimates provided in this letter are based on assumptions and

contingencies which are subject to change without notice. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual

outcomes will not differ materially from these statements. This dates referred to in this letter are indicative only and subject to change. The Company reserves the right, subject to the ASX Listing Rules and the Corporations Act 2001 (Cth), to

alter the dates at its discretion, without prior notice.