PRIMA BIOMED Australian Cancer Treatment Company ASX Announcement Release Code: PRR 11 April 2013 SHARE PURCHASE PLAN OFFER DOCUMENTS Prima BioMed Ltd ( Prima or the Company ) is pleased to provide the offer documentatio

PRIMA BIOMED Australian Cancer Treatment Company ASX Announcement Release Code: PRR 11

April 2013 SHARE PURCHASE PLAN OFFER DOCUMENTS Prima BioMed Ltd ( Prima or the Company ) is pleased to provide the 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 ). The SPP is an offer to acquire up to $15,000 worth of new fully paid ordinary shares in the Company to those Prima shareholders on the register as at 5pm (Sydney

time) on 28 March 2013 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 lodgement, 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 today. 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. About Prima BioMed Prima BioMed is

a 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 CVacTM, 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. Disclaimer 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 notice.

Share purchase plan booklet Prima BioMed Ltd ABN 90 009 237 889 (ASX: PRR) (Prima or

Company) An offer to Eligible Securityholders (as defined in this booklet) to purchase up to $15,000 worth of fully paid ordinary shares in Prima without paying any brokerage or transaction costs

Share purchase plan booklet Chairman s letter 3 Summary of important dates 7 What

to do 8 Frequently asked questions 9 SPP Terms and Conditions 12 1. The SPP 12 2. Eligible Shareholders 13 3. Offer Price 14 4. Costs of the SPP 15 5. Number of New Shares 15 6. Scale back and oversubscription 15 7. Share rights and issue 15 8.

Application for New Shares 16 9. SPP Timetable 17 10. Applicant representations 17 11. Additional information 18 12. Definitions 20

Chairman s letter 11 April 2013 Dear Shareholder On behalf of the board of

directors (Board) of Prima BioMed Ltd (Prima or Company), I am pleased to offer Eligible Shareholders (as defined in this booklet) the opportunity to participate in the Prima share purchase plan (SPP). The SPP allows Eligible Shareholders to

purchase up to $15,000 worth of new fully paid ordinary shares in Prima (New Shares) without paying any brokerage or transaction costs. Prima wishes to raise up to $15 million from the SPP. Prima has also advised Shareholders of its planned 1 for 4

non-renounceable entitlement offer (Entitlement Offer) to eligible Shareholders to purchase new ASX-listed options to acquire ordinary shares in Prima (Options). As New Shares issued under the SPP will be recorded on Prima s share register on

or prior to the proposed record date for the Entitlement Offer, Eligible Shareholders who subscribe for New Shares under the SPP will also be given an entitlement to subscribe for Options in respect of their New Shares (as well as in relation to

their existing Shares). As the Options represent a new class of quoted security, the Entitlement Offer will be made under a prospectus1 (Prospectus) which is expected to be lodged with the Australian Securities and Investments Commission (ASIC) on

or about 13 May 2013. This booklet relates to offers of New Shares under the SPP only. The SPP is being offered to Eligible Shareholders to provide them with the opportunity to increase their holding in Prima. The offer price of New Shares under the

SPP (Offer Price) will be a 5% discount to the volume weighted average price (VWAP) of Shares traded on ASX Limited (ASX) over the 10 trading days prior to the day on which the New Shares are issued. The SPP is part of proposed series of capital

raisings which are designed to provide the Company with additional funding to: co-fund up to three phase 2 trials of CVacTM in additional cancer indications and continue the ongoing clinical program; continue CVacTM manufacturing optimisation

programs to move toward a commercially successful and global product manufacturing platform; and provide general working capital for the Company and add security to the balance sheet. Participation in the SPP is entirely optional and is open to

Eligible Shareholders, being holders of existing fully paid ordinary shares in Prima (Shares) at 5.00pm (Sydney time) on Thursday, 28 March 2013 with a registered address in Australia or New Zealand2. If the total value of applications for New

Shares (Applications) exceeds $15 million, Prima has the absolute discretion to increase the amount raised under the SPP or scale back Applications. In the event 1 The Prospectus will be made available when the Options are offered. The Prospectus

will be made available after the Entitlement Offer is announced and copies can be obtained by calling Prima s shareholder inquiry line on 1300 737 760 any time between 9.00am and 5.00pm (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 who want

to acquire Options under the Entitlement Offer will need to complete an application form that is in or accompanies the Prospectus. 2 The Company may also extend the SPP in its absolute discretion to other jurisdictions under applicable exemptions

from the requirement to issue a prospectus in those jurisdictions.

of a scale back occurring, the Company reserves the right to give priority to Eligible

Shareholders 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, you 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 you (without interest) but otherwise donated to charity. Prima will make an announcement to the ASX on the outcome of the SPP,

the Offer Price and number of New Shares to be issued on or about Thursday, 16 May 2013. What to do next The SPP opens at 9.00am (Sydney time) on Friday, 12 April 2013. To participate in the SPP, you can choose to apply to purchase $1,000, $2,000,

$3,000, $5,000, $7,500, $10,000 or $15,000 worth of New Shares, all at the Offer Price. You may apply for New Shares by either: completing and returning the application form accompanying this booklet (Application Form) together with your payment; or

making a BPay payment in accordance with the instructions on the Application Form, making sure that your Application Form and payment are received by 5.00pm (Sydney time) on Friday, 10 May 2013. If you make your Application by BPay , you do

not have to return the enclosed Application Form. Important information The offer of New Shares under the SPP is made in accordance with ASIC Class Order [CO 09/425] (ASIC CO 09/425) issued by ASIC which grants relief from the requirement in the

Corporations Act 2001 (Cth) (Corporations Act) to issue a disclosure document for the SPP. The Board recommends that you read the terms and conditions of the SPP (SPP Terms and Conditions) attached to this letter carefully and in their entirety

before deciding whether to participate in the SPP. In particular, you should note the future market price of Shares is uncertain and may rise or fall. This means the price you pay for New Shares may be either higher or lower than the Share price

trading on the ASX at the time the New Shares are issued to you under the SPP, with the effect that the value of your investment in Shares could rise or fall. This letter does not provide financial advice and has been prepared without taking account

of any person s investment objectives, financial situation or particular needs. If you are in any doubt about the course of action you should follow, you should consult your financial, taxation or other professional adviser before participating

in the SPP. Summary of recent progress I would like to take this opportunity to summarise some of the Company s most recent progress. Most recently, we announced that the Saxony Development Bank in Germany awarded us with a grant of EUR 3.8

million to co-fund our planned phase 2 program in additional cancer indications and some of our manufacturing optimisation plans. We believe it is important for us to take advantage of this opportunity and enhance the clinical and commercial

attractiveness of CVac. The Company acknowledges and appreciates the Saxony Development Bank s recognition of the potential for CVac by providing such a generous grant. This grant support is non-dilutive in nature and allows us to conduct our

programs for nearly half the cost than if Prima were to fund the R&D ourselves. We believe that the additional funds raised in this SPP will assist us with co-funding these programs so that we can fully utilise the grant in order to maximise the

value of the grant for our shareholders.

Other significant achievements which we have achieved in just the past two and a half

years, towards the development of CVac are as follows: Established a global manufacturing and distribution platform for personalised immunotherapeutic products with capacity on three continents to provide standardised CVac for clinical trials and

development; Implemented a robust software and quality management system to automate scheduling, labelling, and shipping of our product at hundreds of clinics in 15 countries; Established a strong management presence in the United States and Europe,

which are the most critical markets for potential product commercialisation and corporate partnerships; Obtained orphan designation for CVac in the United States and Europe, conferring significant benefits to Prima by reducing our regulatory fees by

millions of dollars and ensuring market exclusivity for a number of years and product approval; Secured non-dilutive grant support for CVac development from the Saxony Development Bank in Germany of more than A$9.5 million (EUR 7.9 million) in

total, including the recently announced grant of EUR 3.8 million (again, highlighting the Saxony Government s recognition of the potential of CVac) along with our manufacturing collaborator the Fraunhofer Institute of Cell Therapy and

Immunology; Completed recruitment of our multinational phase 2 trial of CVac (the CAN-003 study) in ovarian cancer, with final results due toward the end of 2013; Commenced our global phase 2/3 trial of CVac (the CANVAS study), which has now been

approved in 10 countries around the world; and Announced interim data from the ongoing CAN-003 study in October and November 2012, indicating that CVac induces the right type of cancer cell killing immune response and positive trends in improvement

of progression free survival. And we have accomplished these key development milestones for CVac while preserving a clean balance sheet with no debt. At the end of the last quarter, we had approximately A$28 million in cash and term deposits, with

additional cash coming in from grant reimbursements, the R&D tax rebate, and bank interest. On behalf of the Board, I would like to personally thank you for your investment in and support of one of Australia s most innovative biotechnology

companies and to confirm our commitment to the Company and our strategic plan. The directors and management will participate in the SPP up to their maximum entitlement. Prima will also call an extraordinary general meeting (EGM) to request

Shareholder approval to allow directors of the Company to subscribe for additional New Shares from any shortfall in subscription under the SPP1 in an amount beyond their SPP entitlement on the same terms as offered in the SPP, up to a maximum

aggregate amount of $2 million worth of New Shares. A notice of meeting and explanatory memorandum providing further details in relation to the approvals to be sought at the EGM has also been sent to Shareholders. We believe the emerging field of

personalised immunocellular therapeutics is in its early days and harbours significant growth potential. The promise is to bring products to market that can extend survival and improve quality of life for patients suffering from cancer with minimal

side effects and a lack of toxicity. We are proud of our recent accomplishments and our management team led by our Chief Executive Officer, Matthew Lehman, Chief Financial Officer, Marc Voigt and Chief Technical Officer, Sharron Gargosky, for

bringing us to where we are today. Prima is well positioned to capitalise on its leadership 1 In the event of a shortfall in subscriptions under the SPP, the Company may also place New Shares from the shortfall to professional and sophisticated

investors (as defined in sections 708(8) and 708(11) of the Corporations Act, respectively) on the same terms as offered under the SPP.

position and your Board is confident that our investment will reward patients and our

Shareholders in due course. What if I have more questions? For further information about the SPP or how to apply, please call the Company s Shareholder enquiry line on 1300 737 760 or +61 2 9290 9600 (from outside Australia). Yours sincerely

Lucy Turnbull Lucy Turnbull, AO Chairman Prima BioMed Ltd

Summary of important dates SPP Record Date 5.00pm (Sydney time), Thursday, 28 March

2013 Announcement of SPP 2 April 2013 Opening Date for Applications 9.00am (Sydney time), Friday, 12 April 2013 Closing Date for Applications 5.00pm (Sydney time), Friday, 10 May 2013 Issue of New Shares Friday, 17 May 2013 Quotation of New Shares

on ASX Tuesday, 21 May 2013 Mailing of updated holding statements Tuesday, 21 May 2013 This timetable is 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 above dates at its discretion, without prior notice, including extending the closing date or accepting late Applications, either generally or in particular cases, or to withdrawing the SPP without prior notice.

Applicants are encouraged to submit their Application Forms as soon as possible. No cooling-off rights apply to Applications submitted under the SPP. The commencement of quotation of New Shares is subject to confirmation from ASX.

What to do Step 1 Read the SPP Terms and Conditions in full. Participation in the SPP

is voluntary; you are under no obligation to apply. Step 2 Are you an Eligible Shareholder? (see section 2 of the SPP Terms and Conditions). You are an Eligible Shareholder if: you were registered as a holder of Shares as at 5.00pm (Sydney time) on

Thursday, 28 March 2013 (Record Date); and your registered address is in Australia or New Zealand. This SPP is not being extended to any Shareholder who, as at the Record Date, has a registered address outside of Australia and New Zealand1. Neither

these terms and conditions nor the Application Form constitute an offer in the United States (or to, or for the account or benefit of, US Persons). Step 3 If you choose to participate in the SPP you must choose to purchase a parcel of New Shares for

one of the following amounts (see section 5 of the SPP Terms and Conditions): $1,000, $2,000, $3,000, $5,000, $7,500, $10,000 or $15,000. Subject to scale back, the number of New Shares issued to an Applicant will be rounded down to the nearest

whole number of New Shares after dividing the application monies by the Offer Price (which, as described in section 3, will be a 5% discount to the VWAP of Shares traded on ASX over the 10 trading days prior to the day on which the New Shares are

issued). You may not apply for more than $15,000 worth of New Shares in total, even if you have several holdings. Step 4 To apply for New Shares under the SPP, Eligible Shareholders must (see section 8 of the SPP Terms and Conditions): complete the

Application Form attached to these terms and conditions; or make a BPay payment in accordance with the instructions on the Application Form. All payments and Applications must be received by no later than 5.00pm (Sydney time) on Friday, 10 May

2013. 1 The Company may also extend the SPP in its absolute discretion to other jurisdictions under applicable exemptions from the requirement to issue a prospectus in those jurisdictions.

Frequently asked questions Topic Summary Section What is the SPP? The SPP allows

Eligible Shareholders to apply to purchase up to 1 $15,000 worth of New Shares at the Offer Price. Why is Prima proposing The SPP is being offered to allow existing Shareholders to take to issue New Shares? advantage of the Offer Price and nil

brokerage and other transaction costs. We believe the SPP is a cost effective method to raise capital for the Company and it minimises the potential dilution to existing Shareholders. How much is Prima Prima is seeking to raise up to $15 million

through the SPP. 1 seeking to raise? Prima may increase the amount raised under the SPP at its discretion. Who is eligible to Shareholders with a registered address in either Australia or 2 participate in the SPP? New Zealand as at 5.00pm (Sydney

time) on Thursday, 28 March 2013 are eligible to participate in the SPP, provided that such Shareholder is not in the United States and is not, or is not acting for the account or benefit of, a US Person. Do I have to participate No. Participation

in the SPP is voluntary. 1 in the SPP? you do not need to do If you do not wish to participate anything and your right to participate will lapse at 5.00pm (Sydney time) on Friday, 10 May 2013. Can my offer under the No. As the SPP is

non-renounceable, Eligible Shareholders 1 SPP be transferred to a cannot transfer their right to acquire New Shares. third party? How much can I invest Eligible Shareholders may apply for New Shares up to a 5 under the SPP? maximum of $15,000 worth

of New Shares at the Offer Price. You may apply to purchase $1,000, $2,000, $3,000, $5,000, $7,500, $10,000 or $15,000 worth of New Shares at the Offer Price. No fractions of New Shares will be issued, with any fraction being rounded down to the

nearest whole number of New Shares. What is the Offer Price The Offer Price of New Shares will be a 5% discount to the 3 of New Shares? VWAP of Shares traded on ASX over the 10 trading days prior to the day on which the New Shares will be issued

(which is expected to be Friday, 17 May 2013). The current Share price can be obtained from ASX and is listed in the financial and business section of major daily newspapers circulating in Australia. Share purchase plan booklet | page 9