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Explanatory Notes and Proxy Form To be held on: Friday, 14 November 2014 11.00 am (AEDT) (registration commencing at 10.30 am) At: 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 Ltd ACN 009 237 889 NOTICE OF 2014 ANNUAL GENERAL MEETING Notice is hereby given that the 2014 Annual General Meeting of
Prima BioMed Ltd ACN 009 237 889 (Company) will be held at K&L Gates, Level 31, 1 O Connell Street, Sydney, NSW, 2000, Australia on Friday, 14 November 2014 at 11.00am (AEDT), for the purposes of transacting the following business. The
Explanatory Notes and Proxy Form accompanying this Notice of 2014 Annual General Meeting are incorporated in and comprise part of this Notice of 2014 Annual General Meeting. BUSINESS 2014 Annual Financial Report To receive and consider the Annual
Financial Report of the Company for the year ended 30 June 2014, comprising the Financial Report, the Directors Report, and the Audit Report. NON-BINDING RESOLUTION To consider, and if thought fit, to pass, with or without amendment, the
following non-binding resolution: Resolution 1: Non-binding resolution to adopt Remuneration Report That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act) and for all other purposes, the 2014
Remuneration Report as published in the Directors Report of the Annual Financial Report of the Company for the year ended 30 June 2014 be adopted. Further Information Further details in respect of Resolution 1 are set out in the
Explanatory Notes accompanying this Notice of 2014 Annual General Meeting. Voting Exclusion Statement As required by the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of: (a) a member of the key
management personnel named in the Remuneration Report (KMP); or (b) a closely related party of a member of any KMP, unless the vote is cast as proxy for a person entitled to vote in accordance with a direction on the Proxy Form or by the Chairman
pursuant to an express authorisation to exercise the proxy. ORDINARY RESOLUTIONS To consider, and if thought fit, to pass, with or without amendment, the following ordinary resolutions: Resolution 2(a): Re-election of Director Mr Pete Meyers
That, Pete Meyers, a director of the Company, who was appointed by the Board retires in accordance with the Company s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.
Further Information Further details in respect of Resolution 2 are set out in the Explanatory Notes accompanying this Notice of 2014 Annual General Meeting.
Resolution 2(b): Re-election of Director Mr Marc Voigt That, Marc Voigt, a director of the Company, who was appointed by
the Board retires in accordance with the Company s Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company. Further Information Further details in respect of Resolution 2(b) are set out
in the Explanatory Notes accompanying this Notice of 2014 Annual General Meeting. Resolution 3: Re-election of Director Mr Albert Wong That, Albert Wong, a director of the Company, who retires in accordance with the Company s
Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company. Further Information Further details in respect of Resolution 3 are set out in the Explanatory Notes accompanying this Notice of 2014
Annual General Meeting. Resolution 4: Grant of Director Performance Rights to Mr Pete Meyers That, subject to an affirmative vote in respect of Resolution 2, for the purposes of Listing Rule 10.11 and Part 2E of the Corporations Act and for
all other purposes, the Company approves and authorises the issue of 7,720,588 Performance Rights to subscribe for 7,720,588 fully paid ordinary shares in the Company to Mr Pete Meyers and/or his nominee within 1 month after the date of the Annual
General Meeting, on the terms and conditions set out in the Explanatory Notes accompanying this notice. The Director Performance Rights are proposed to be issued to Mr Pete Meyers as remuneration for his services as director of the Company in lieu
of cash remuneration for Director s fees. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 4 by: a) Mr Peter Meyers; and b) any of his associates. However, the Company need not disregard a vote cast on
Resolution 4 if it is cast by: a) a person as proxy for a person who is entitled to vote, if the vote is case in accordance with the directions on the proxy form; or b) the person chairing the meeting as proxy for a person who is entitled to vote,
in accordance with a direction of the proxy form to vote as the proxy decides. Resolution 5: Grant of Director Performance Rights to Mr Marc Voigt That, subject to an affirmative vote in respect of Resolution 3: (i) for the purposes of Listing
Rule 10.14 and Part 2E of the Corporations Act and for all other purposes, the Company approves and authorises the issue of 16,323,529 Performance Rights to subscribe for 16,323,529 fully paid ordinary shares in the Company to Mr Marc Voigt and/or
his nominee within 1 month after the date of the Annual General Meeting, on the terms and conditions set out in the Explanatory Notes accompanying this notice; and (ii) for the purposes of section 200E of the Corporations Act, approval be given in
specified circumstances for the pro-rata vesting of the Performance Rights granted to Mr Voigt in the event of cessation of his employment as described in the Explanatory Memorandum. Voting Exclusion Statement The Company will disregard any
votes cast on Resolution 5 by: a) a director of the Company who is also eligible to participate in the Executive Incentive Plan ( EIP ); and
b) any associate of that director. However, the Company need not disregard a vote cast on Resolution 5 if it is cast by: c) a person as
proxy for a person who is entitled to vote, if the vote is case in accordance with the directions on the proxy form; or d) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy
form to vote as the proxy decides. Resolution 6: Issue of Shares That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the Company approves the issue of a maximum of 900,000,000 Shares to Board approved
sophisticated and professional investors, at an issue price (or total consideration value) equal to or greater than 80% of the average five daily volume weighted average prices (VWAP s) of the Company s ordinary shares quoted on ASX
immediately prior to the date of issuance of the Shares, as further described in the Explanatory Notes . Voting Exclusion Statement The Company will disregard any vote cast on Resolution 6 by any person who may participate in the proposed issue
and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed and any associates of those persons. However, the Company need not disregard a vote cast on Resolution 6 if
it is cast by: a) a person as proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or b) the person chairing the meeting as proxy for a person who is entitled to vote, in accordance
with a direction of the proxy form to vote as the proxy decides. Further Information Further details in respect of Resolution 6 are set out in the Explanatory Notes accompanying this Notice of 2014 Annual General Meeting. Resolution 7: Ratification
of Issue of Securities to Bergen Global Opportunity Fund, LP That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, the Company ratifies the previous issue of securities to Bergen Global Opportunity Fund, LP
and/or its nominee(s) under the Share Purchase Agreement and Convertible Security Agreement dated 2nd October 2014, namely 29,592,588 Shares plus the first tranche of Shares to be issued in respect of the prepayment of USD400,000, 19,800,000 Options
and the Convertible Security, on the terms and conditions set out in the Explanatory Notes. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 7 by: a) any person who participated in the issue; and b) an
associate of that person. However, the Company need not disregard a vote cast on Resolution 7 if it is cast by: a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or b) the person chairing
the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides. Further Information Further details in respect of Resolution 7 are set out in the Explanatory Notes
accompanying this Notice of 2014 Annual General Meeting. Resolution 8: Approval of Issue of Shares to Bergen Global Opportunity Fund, LP That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the Company approves
and authorises the issue of further Shares to Bergen Global Opportunity Fund, LP and/or its nominee(s) under
the Agreement, on the terms and conditions set out in the Explanatory Notes. Voting Exclusion Statement The Company will disregard any
votes cast on Resolution 8 by: a) any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and b) an
associate of that person. However, the Company need not disregard a vote cast on Resolution 8 if it is cast by: c) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or d) the person chairing
the meeting as proxy for a person who is entitled to vote, in accordance with a direction of the proxy form to vote as the proxy decides. Further Information Further details in respect of Resolution 8 are set out in the Explanatory Notes
accompanying this Notice of 2014 Annual General Meeting. SPECIAL RESOLUTIONS To consider, and if thought fit, to pass, with or without amendment, the following special resolution: Resolution 9: Approval of additional capacity to issue shares under
ASX Listing Rule 7.1A That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, the issue of Equity Securities totalling up to 10% of the issued capital of the Company (at the time of the 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 Notes accompanying this Notice be approved. Further Information Further details in respect of Resolution 9 are set out in the
Explanatory Notes accompanying this Notice of 2014 Annual General Meeting. Voting Exclusion Statement The Company will disregard any votes cast on Resolution 9 by: (a) a person who may participate in the proposed issue and any person who might
obtain a benefit, except a benefit solely in the capacity of a holder of Shares; and (b) an associate of those persons. However, the Company need not disregard any votes on Resolution 9 if is cast by: (a) a person as proxy for a person who is
entitled to vote, if the vote is cast in accordance with the directions on the Proxy Form; or (b) the person chairing 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. PROXIES Appointing a proxy Members are entitled to appoint up to two proxies to act generally at the 2014 Annual 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 2014 Annual 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 2014 Annual 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 (AEDT) on Wednesday, 12 November 2014: by mail to the Boardroom Pty Limited, GPO Box
3993, Sydney, NSW, 2001; personally to Boardroom Pty Limited at Level 7, 207 Kent Street, Sydney, NSW, 2000; or by facsimile to + 61 (0)2 9290 9655 by online: www.votingonline.com.au/primabiomedagm2014 Further instructions are on the reverse of the
Proxy Form. Undirected proxies Where permitted, the Chairman of the Meeting will vote undirected proxies in favour of all Resolutions, even though Resolution 1 is connected with the remuneration of the KMP. 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 2014 Annual General Meeting. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the 2014
Annual General Meeting evidence of his or her appointment unless it has previously been provided to the Share Registry. VOTING EXCLUSION 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 2014 ANNUAL GENERAL MEETING All members may attend the 2014 Annual 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 7pm (AEDT) on 12 November 2014. Dated: 10 October 2014 By the order of the Board [GRAPHICS APPEARS HERE] Deanne Miller Company Secretary The accompanying Explanatory Notes and Proxy
Form including Voting Instructions form part of this Notice of 2014 Annual General Meeting.
Prima BioMed Ltd ACN 009 237 889 EXPLANATORY NOTES TO NOTICE OF 2014 ANNUAL GENERAL MEETING These Explanatory Notes accompany and form
part of the Prima BioMed Ltd Notice of 2014 Annual General Meeting to be held on Friday, 14 November 2014 at 11.00am (AEDT). The Notice of 2014 Annual General Meeting should be read together with these Notes. BUSINESS 2014 Annual Financial Report To
receive and consider the Annual Financial Report of the Company for the year ended 30 June 2014, comprising the Financial Report, the Directors Report, and the Audit Report. At the Meeting, a representative of the Company s auditors,
PriceWaterhouseCoopers, will be available to answer any questions of the members. NON-BINDING RESOLUTION Resolution 1: Non-binding resolution to adopt Remuneration Report 1.1 General Pursuant to section 250R(2) of the Corporations Act, at the
Meeting, the Company must propose a resolution that the Remuneration Report be adopted. The vote on this Resolution is advisory only and does not bind either the Directors or the Company. The purpose of Resolution 1 is to lay before the members the
Company s Remuneration Report so that members may ask questions about or make comments on the management of the Company in accordance with the requirements of the Corporations Act, and vote on a non-binding resolution to adopt the Remuneration
Report for the year ended 30 June 2014. The Remuneration Report is contained within the 2014 Annual Report. You may access the Annual Report by visiting the Company s website www.primabiomed.com.au or you may order a hard copy of the Annual
Report by phoning +61 (0) 2 9276 1224. 1.2 Voting exclusion statement A voting exclusion statement is included in the Notice accompanying this Explanatory Note. 1.3 Directors Recommendation The Board recommends that members vote in favour of
Resolution 1. ORDINARY RESOLUTIONS Resolution 2(a): Re-election of Director Mr Pete Meyers 2(a).1 General In accordance with clause 24.4(a) of the Company s Constitution, the Board may appoint any person to be a director, either to fill a
casual vacancy or as an additional director. Any director appointed by the Board under this clause may hold office only until the next annual general meeting when he or she is then eligible for re-election. This reflects section 201H of the
Corporations Act. Mr Pete Meyers was appointed as a Director by the Board on 12 February 2014. He retires as required by clause 24.4(b) of the Company s Constitution and offers himself for re-election as a Director. Mr. Meyers is currently the
Chief Financial Officer of TetraLogic Pharmaceuticals Corporation, where he led the execution of their successful IPO in December 2013. Prior to his role at TetraLogic, Mr. Meyers was an accomplished health care investment banker, holding a
positions of increasing responsibility at Dillon, Read & Co., Credit Suisse First Boston LLC and, most recently, as Co-Head of Global Health Care Investment Banking at Deutsche Bank Securities Inc. in New York. Mr. Meyers earned a Bachelor of
Finance from Boston College and a Master of Business Administration degree from Columbia Business School. Mr Meyers is currently also
the Chairman and President of the Thomas M Brennan Memorial Foundation, Inc. 2(a).2 Directors Recommendation The Board recommends that members vote in favour of Resolution 2(a). Resolution 2(b): Re-election of Director Mr Marc Voigt
2(b).1 General In accordance with clause 24.4(a) of the Company s Constitution, the Board may appoint any person to be a director, either to fill a casual vacancy or as an additional director. Any director appointed by the Board under this
clause may hold office only until the next annual general meeting when he or she is then eligible for re-election. This reflects section 201H of the Corporations Act. Mr Marc Voigt was appointed as a Director by the Board on 9 July 2014. He retires
as required by clause 24.4(b) of the Company s Constitution and offers himself for re-election as a Director. Mr Voigt has more than 16 years of experience in the financial and biotech industry, having joined the Prima team in 2011 as the
General Manager, European Operations based in Berlin, Germany. In May 2012, he became Prima s Chief Business Officer and in November 2012 its Chief Financial Officer, as well as continuing to focus on its European operations. Having started his
career at the Allianz Group working in pension insurances and funds, he moved to net. IPO AG, a publicly-listed boutique investment bank in Frankfurt where he was focused on IPOs and venture capital investments. Mr Voigt then worked for a number of
years as an investment manager for a midsize venture capital fund based in Berlin, specialising in healthcare. He also gained considerable operational experience while serving in different management roles with Revotar Biopharmaceuticals, Caprotec
Bioanalytics and Medical Enzymes AG respectfully, where he handled several successful licensing transactions and financing rounds. 2(b).2 Directors Recommendation The Board recommends that members vote in favour of Resolution 2(b). Resolution
3: Re-election of Director Mr Albert Wong 3.1 General At each annual general meeting of the Company, an election of directors, other than the Managing Director, must be held, in accordance with the Company s Constitution. No Director
(except a Managing Director) may retain office for a period in excess of three years without submitting himself or herself for re-election, and in the event that no Director has held office for three years, the longest serving Director must submit
himself or herself for re-election. A Director who retires from office by rotation and is eligible for re-election may offer himself or herself for re-election. For the purpose of ascertaining the number and identity of the Directors to retire by
rotation, a Director appointed by the Directors is not taken into account. Mr Wong retires by rotation and offers himself for re-election as a Director. Originally from Hong Kong, Mr Wong has lived in Australia for over 38 years and has been
involved in the stockbroking and investment banking industry for 33 years. He was admitted as a Member of the Australian Stock Exchange in 1988 and was the principal of Intersuisse Limited until 1995 when he established the Barton Capital group of
companies, including eStar Online, both companies were listed on the Australian Securities Exchange. He was the business partner of former NSW Premier, The Hon. Neville Wran AC QC at Wran Partners from 2004-2011. Until recently, Mr Wong was the
Founder and Chairman of Winmar Resources Limited and Deputy Chairman of Kimberley Diamonds Limited. Apart from being Deputy Chairman of Prima BioMed Limited, Mr Wong has been widely involved in philanthropic activities including his directorships on
UNSW Foundation, Ian Thorpe s Fountain for Youth Foundation and Honorary Life Governor and President of the Physics Foundation at The University of Sydney. More recently, he has been invited to join the Board of the Children s Medical
Research Institute. Mr Wong is a Fellow of the Financial Services Institute of Australasia and a Fellow of the Australian Institute of Company Directors.
3.2 Directors Recommendation The Board recommends that members vote in favour of Resolution 3. Resolution 4: Grant of Director
Performance Rights to Mr Pete Meyers 4.1 General Subject to an affirmative vote in respect of Resolution 2, the Board intends to issue Mr Pete Meyers and/or his nominee 7,720,588 Performance Rights to subscribe for 7,720,588 fully paid ordinary
shares in the Company on the terms and conditions set out in Annexure A to these Explanatory Notes. The Director Performance Rights are proposed to be issued to Mr Pete Meyers as remuneration for his services as director of the Company and in lieu