(Code: ASX: PRR; NASDAQ: PBMD) 10 July 2015 SHARE PURCHASE PLAN OFFER DOCUMENTS Prima BioMed Ltd ( Prima or the Company ) is pleased to provide the attached offer documentation relating to its recently anno

Media Release (Code: ASX: PRR; NASDAQ: PBMD)

SHARE PURCHASE PLAN OFFER DOCUMENTS

Prima BioMed Ltd ( Prima or the Company ) is pleased to provide the attached offer documentation relating to its recently

announced Share Purchase Plan ( SPP ), including a booklet which sets out the terms and conditions of the SPP ( SPP Booklet ).

SPP is an offer to acquire up to $15,000 worth of new fully paid ordinary shares in the Company at $0.05 per share to those Prima shareholders on the share register as at 5pm (Sydney time) on the Record Date (6 July 2015) whose registered address is

in Australia, New Zealand or, at the Company s absolute discretion, another jurisdiction in which it is lawful to make the SPP offer to them without a prospectus, disclosure document, product disclosure statement or any lodgment, filing,

registration or qualification, in each case, under the securities laws of that jurisdiction.

Prima wishes to advise that the SPP Booklet, together with

an application form, will be mailed to eligible Prima shareholders on Monday 13 July 2015. The Company suggests eligible shareholders read the SPP Booklet promptly as the SPP is scheduled to close on 24 July 2015.

Should shareholders have any questions about how to participate in the SPP, please contact the Share Registry, BoardRoom, on 1300 737 760 (within Australia)

or +61 2 9290 9600 (outside Australia).

It is important that each shareholder carefully review the SPP Booklet as well as all Company information

as announced to the ASX. Shareholders should seek independent and qualified legal and/or financial advice before making an investment.

Prima BioMed is a globally active biotechnology company that is striving to become a leader in the development of immunotherapeutic products for

the treatment of 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 s original product, called CVac, is an ex vivo dendritic cell priming therapy that in May 2015 yielded favourable Phase II data in second

remission ovarian cancer patients. Prima is currently seeking partners for further development of this therapy. Prima s current lead product is IMP321, based on the LAG-3 immune control mechanism which plays a vital role in the regulation of

the T cell immune response. IMP321, which is soluble LAG-3, is a T cell immunostimulatory factor for cancer chemoimmunotherapy which has completed early Phase II trials. A number of additional LAG-3 products including antibodies for immune response

modulation in autoimmunity and cancer are being developed by large pharmaceutical partners.

Prima BioMed is listed on the Australian Stock Exchange and on the NASDAQ in the US. For further information

please visit www.primabiomed.com.au.

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 (ASX Listing

Rules) and the Corporations Act, to alter the dates at its discretion, without prior

Prima Biomed Limited

SHAREHOLDER SHARE PURCHASE PLAN

This non-renounceable offer (Offer) of new fully paid ordinary shares (New Shares) in the capital of Prima Biomed Limited ACN 009 237 889

(Company) is made on the terms and conditions of the Share Purchase Plan 2015 (Plan) set out in this Offer Document and the accompanying Application Form.

It is important to ensure that you read this Offer Document and accompanying Application Form in full.

You should seek independent legal and/or financial advice if you are in any doubt about the terms of this Offer or whether to accept this offer.

All references to $ amounts in the Plan and this Offer Document are to Australian dollars.

If you wish to participate in this Plan you must apply for New Shares using the personalised Application Form accompanying this Offer Document, unless

you are a custodian and wish to apply on behalf of distinct beneficiaries (see Section 3.3 below).

If any of your details on the Application Form

are incorrect, please contact the Company s Share Registrar urgently on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia), between Monday to Friday 9am to 5pm.

Terms and Conditions of Plan Offer

Participation in the Plan is open on the

same terms to all shareholders (Eligible Members) who, as at close of trading on the Record Date of 6 July 2015, are registered holders of ordinary shares in Prima Biomed Limited ACN 009 237 889 (Company) and who

have an address (as recorded in the Company s register of members) in Australia or New Zealand. Eligible Members may subscribe for amounts of $1,000, $2,500, $5,000, $7,500, $10,000 or a maximum of $15,000 worth of new fully paid ordinary

shares (New Shares) in the Company at $0.05 per New Share (Issue Price) without incurring brokerage, commission, stamp duty or other transaction costs.

The Plan is established pursuant to Australian Securities and Investments Commission (ASIC) Regulatory Guide 125 and Class Order 09/425. That Class

Order grants the Company relief from the requirement to prepare a prospectus for the offer of New Shares under the Plan.

Participation in the Plan is

optional and by accepting the offer to purchase New Shares under the Plan, each holder agrees to be bound by the terms and conditions of the Offer and the Company s Constitution.

The Company is targeting to raise a minimum of $5 million and will provide Eligible Members the opportunity to increase their equity holding in the Company.

The Directors reserve the right in their absolute discretion to accept Applications from Eligible Members in excess of $5 million, up to a maximum of $10 million in aggregate, or to scale back Applications if necessary.

The maximum aggregate number of shares that may be issued under this Offer will be 200,000,000 at the Issue Price to raise in aggregate up to $10 million,

being equivalent to approximately 11.42% of the Company s fully paid ordinary shares currently on issue as at the date of this Offer. At the target minimum raise of $5 million this is equivalent to 5.71% of the Company s fully paid

ordinary shares currently on issue as at the date of this Offer.

If a scale back occurs, the Company reserves the right to give priority to Eligible

Members who have applied for New Shares on a first come, first serve basis or in any other manner it sees fit. Should a scale back happen, an Applicant may not receive the full number of New Shares applied for under the SPP

and the balance of any application monies not applied to purchase New Shares under the SPP will, if equal to $2 or more, be refunded to the Applicant, but otherwise donated to charity. Excess subscription monies will be refunded (without interest)

as soon as reasonably practicable.

The Plan is governed by the law in force in New South Wales. By accepting the offer under the Plan, a holder submits

to the non-exclusive jurisdiction of the courts of New South Wales.

The New Shares are being offered at an issue price of 5 cents per share.

The Issue Price represents a 15.25% discount to the last close price of ($0.059) on 6 July 2015, and a 20%

discount to the 5 day VWAP up to and including 6 July 2015 (of $0.0625).

As the Company s share price may increase or decrease between the date

the offer is made under the Plan and the date when the New Shares are allotted and issued to Applicants under the Plan, the price paid by a member for the New Shares under the Plan may be higher or lower than the share price at the time of the Offer

or at the time the New Shares are issued and allotted to the Applicant.

3 ELIGIBILITY FOR PARTICIPATION

Offers made under the Plan are non-renounceable. This means that a holder cannot transfer their right to acquire New Shares under the Plan to anyone else.

New Shares subscribed for will be issued only to the registered holder to whom they are offered. Each Offer is made on the same terms and conditions.

All eligible holders receive the same offer, irrespective of the number of shares which they hold on the Record Date.

Directors and officers of the Company (and their associates) who hold shares as at the Record Date may participate in the Offer, subject to the terms and

conditions set out in this Offer Document and the Application Form.

The Company will not issue New Shares to a particular Applicant unless the Company

receives their respective certification described below.

3.1 Individual members

Unless a holder is a Custodian (defined below), each individual member is entitled to apply for a subscription in an amount of $1,000, $2,500, $5,000, $7,500,

$10,000 or $15,000 worth of New Shares (irrespective of whether the individual member receives multiple offers under the Plan, for example, due to multiple registered holdings), subject to the individual member certifying that the total of the

application moneys subscribed for the following does not exceed $15,000:

under the Plan or any similar arrangement in the 12 months before the Application under the Plan.

By completing and submitting the personalised Application Form (referred to below) which accompanies this Offer

Document (or by making payment via BPAY), a sole holder certifies the above statements in section 3.1.

Unless a holder is a Custodian (defined below), if a holder is recorded with one or more other persons as the joint holder of the Company s shares, the

joint holding is considered a single registered holding for the purpose of the Plan. Joint holders are entitled to participate in respect of that single holding and may apply for a subscription in an amount of $1,000, $2,500, $5,000, $7,500, $10,000

or $15,000 worth of New Shares (irrespective of whether the holder and the other person or persons receive multiple offers under the Plan, for example, due to multiple identical registered holdings), subject to the joint holder certifying that the

total of the application moneys subscribed for the following does not exceed $15,000:

under the Plan or any similar arrangement in the 12 months before the Application under the

By completing and submitting the personalised Application Form (referred to below) which accompanies this Offer Document (or by making payment via

BPAY), a joint holder certifies the above statements in section 3.2.

3.3 Custodians and Nominees

Eligible Members who hold shares as custodian (as defined in ASIC class order CO 09/425) (Custodian) for one or more persons on the Record Date may

apply for a subscription in an amount of $1,000, $2,500, $5,000, $7,500, $10,000 or $15,000 in New Shares in respect of each beneficiary*, subject to the Custodian certifying to the Company that:

on the date the Offer is made to Beneficiaries and that each Beneficiary has subsequently instructed the applicable custodian or downstream

custodian to apply for shares or interests on their behalf under this Plan;

By completing and submitting the Custodian Certificate (which is deemed to be a separate Application and Application Form submitted for each beneficiary

listed on the Custodian Certificate) and the Application Form in the name of the Custodian (which accompanied this Offer Document), a Custodian certifies the above statements in section 3.3 with respect to each Beneficiary listed on the Custodian

Certificate. A Custodian cannot complete Acceptance by making payment by BPAY.

If a Custodian requires more than one Custodian Certificate to provide the