NOTICE OF ANNUAL GENERAL MEETING

Incorporating Explanatory Statement and Proxy Form

to be held on Wednesday, 15 November 2006 at 2.00pm (registration commencing at 1.45pm) at the offices of Prima Biomed Limited, Unit 7, 79-83 High St, Kew, 3101

PRIMA BIOMED LIMITED ACN 009 237 889

NOTICE OF 2006 ANNUAL GENERAL MEETING

Notice is given that the 2006 Annual General Meeting of Prima Biomed Limited [ACN 009 237 889] ("the Company") will be held at the offices of Prima Biomed Limited, Unit 7, 79-83 High St, Kew, 3101 on Wednesday, 15 November 2006 at 2.00pm ("the Meeting").

The details of the resolutions contained in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting should be read together with and form part of this Notice of Annual General Meeting.

BUSINESS

2006 Annual Einancial Statements

To lay before the Meeting the Annual Financial Statements of the Company comprising the Annual Financial Report, Directors' Report (including the Remuneration Report) and Audit Report for the vear ended 30 June 2006.

Resolution 1: Re-election of director - Mr Richard Hammel

To consider, and if thought fit, to pass the following resolution as an ordinary resolution;

"That Mr Richard Hammel, a Director who retires by rotation and is eligible for re-election, be re-elected as a Director of the Company."

Further details in respect of Resolution 1 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 2.1: Approval of prior issue of shares to consultants

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That the Company approve the issue to consultants to the Company of two hundred and ten thousand and eighty-five (210,085) fully paid ordinary shares in the capital of the Company."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2.1 by:

• the persons who participated in the issue being Professor Ian McKenzie, Associate $\bullet$ Professor Pei Xiang Xing, Dr Xiu Hu and Mr Scott Vandervalk : or
• an associate of those persons.

However, the Company need not disregard a vote on Resolution 2.1 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, $\bullet$ in accordance with a direction on the proxy form to vote as the proxy decides.

Further details in respect of the shares the subject of Resolution 2.1 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 2.2: Approval of prior issue of options to employees

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Company approves the issue to employees of the Company of two hundred and sixteen thousand (216,000) options exercisable at \$0.20 each on or before 26 February, 2009 on and subject to the terms set out in the Explanatory Statement accompanying and forming part of the Notice of Meeting."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2.2 by:

• the persons who participated in the issue; or
• an associate of those persons.

However, the Company need not disregard a vote on Resolution 2.2 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ directions on the proxy form; or
• $\bullet$ it is cast by 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.

Further details in respect of the options the subject of Resolution 2.2 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 3: Approval for issue of shares as consideration for acquisition of minority holdings in subsidiaries

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That the Company approve the issue to holders of shares in, and holders of options to acquire shares in, the capital of Arthron Pty Ltd (ACN 093 947 294) of up to sixteen thousand eight hundred and eighty-five (16,885) ordinary shares in the capital of the Company deemed fully paid at an issue price of ten and a half cents (\$0.105) per share."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by:

• the remaining minority security holders of Arthron Pty Ltd;
• a person who might obtain a benefit, except a benefit solely in the capacity of a holder of $\bullet$ . ordinary securities, if the resolution is passed; or
• an associate of those persons and or security holders.

However, the Company need not disregard a vote on Resolution $3$ if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form: or
• it is cast by 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.

Further details in respect of the shares the subject of Resolution 3 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 4.1: Approval for proposed issue of shares to Mr. Eugene Kopp

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That the Company approve the issue to Mr. Eugene Kopp of one hundred and seventy-eight thousand one hundred and twenty five (178.125) ordinary shares in the capital of the Company deemed fully paid at an issue price of eight and a half cents (\$0.085) per share."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4.1 by:

• The person who is to receive the securities in relation to the entity (Mr Eugene Kopp, a Director of the Company);
• a person who may participate in the respective 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 respective resolution is passed; or
• an associate of that person.

However, the Company need not disregard a vote on Resolution 4.1 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ . directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, $\bullet$ in accordance with a direction on the proxy form to vote as the proxy decides.

Further details in respect of the shares the subject of Resolution 4.1 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 4.2: Approval for proposed issue of shares to Mr. Marcus Clark

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That the Company approve the issue to Mr. Marcus Clark of seven hundred and twenty-four thousand three hundred and seventy-five (724,375) ordinary shares in the capital of the Company deemed fully paid at an issue price of eight and a half cents (\$0.085) per share."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4.2 by:

• The person who is to receive the securities in relation to the entity (Mr Marcus Clark, a Director of the Company);
• a person who may participate in the respective proposed issue and a person who might $\bullet$ obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the respective resolution is passed; or
• an associate of that person.

However, the Company need not disregard a vote on Resolution 4.2 if:

• $\bullet$ it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• $\bullet$ it is cast by 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.

Further details in respect of the shares the subject of Resolution 4.2 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 4.3: Approval for proposed issue of shares to an employee

To consider, and if thought fit, to pass the following as an ordinary resolution:

"That the Company approve the issue to Ms Vanessa Waddell of two hundred and eight-five thousand shares (285,000) ordinary shares in the capital of the Company deemed fully paid at an issue price of eight and a half cents (\$0.085) per share."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4.3 by:

• a person who may participate in the respective proposed issue (Ms Vanessa Waddell) and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the respective resolution is passed; or
• an associate of that person.

However, the Company need not disregard a vote on Resolution 4.3 if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• $\bullet$ it is cast by 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.

Further details in respect of the shares the subject of Resolution 4.3 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 5: Non-binding resolution to adopt Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

"That the Company adopt the Remuneration Report for the year ended 30 June 2006."

Further details in respect of Resolution 5 are set out in the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

Resolution 6: Approval of Prima Biomed Limited 2006 Employee and Consultants Equity Participation Plan

To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

"That the Company approve the adoption of the Prima Biomed Limited 2006 Employee and Consultants Equity Participation Plan ("the 2006 ASX Plan") the terms and conditions of which are set out in Appendix B of the Explanatory Statement which accompanied and formed part of the Notice of Meeting, and approve the Company issuing shares and options in accordance with the Participation Plan as described in the Explanatory Statement."

The Company will disregard any votes cast on Resolution 6 by:

• a Director of the Company:
• a person who may participate in the respective 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 respective resolution is passed: or
• an associate of that person.

However, the Company need not disregard a vote on Resolution $6$ if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ directions on the proxy form; or

it is cast by 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.

Dated: 10 October 2006

By the order of the Board

ra Nivîs

Company Secretary

The accompanying Explanatory Memorandum and the Proxy and Voting Instructions form part of this Notice of Annual General Meeting.

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

A member who is entitled to vote at a meeting may appoint:

• (a) one proxy if the member is only entitled to one vote; and
• (b) one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member's voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes in which case any fraction of votes will be disregarded.

The proxy form (and the power of attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the power of attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the Share Registry of the Company at PO Box 535. Applectoss WA 6953, Australia, or facsimile (08) 9315 2233 not less than 48 hours before the time for holding the Annual General Meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation's place of incorporation.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

The Chairman intends voting undirected proxies in favour of all resolutions.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation's place of incorporation, or in any other manner satisfactory to the chairperson of the Annual General Meeting) a natural person to act as its representative at any general meeting.

Voting Entitlement

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company's Register of Members as at 7:00pm (Melbourne, Victoria time), 13 November 2006 are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

PRIMA BIOMED LIMITED

ACN 009 237 889

PROXY FORM

If you do not wish to direct your proxy how to vote, please place a mark in the box

or in his/her absence, the Chairman of the meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at Prima Biomed Limited, Unit 7, 79-83 High St Kew 3101 on 15 November 2006 at 2.00 pm and at any adjournment of that meeting.

If two proxies are appointed, complete the following sentence:

This proxy is authorised to exercise ....................................

Proxy Instructions

To instruct your proxy how to vote, insert 'X' in the appropriate column against each resolution set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below:

This proxy and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged at:

(a) PO Box 535, Applecross, WA 6953
(b) Facsimile number (08) 9315 2233,

by 2.00pm (Melbourne, Victoria time), 13 November 2006, being not less than 48 hours before the time for holding the meeting or adjourned meeting as the case may be.

PRIMA BIOMED LIMITED ACN 009 237 889

EXPLANATORY STATEMENT TO THE NOTICE OF 2006 ANNUAL GENERAL MEETING

This Explanatory Statement accompanies Prima Biomed Limited's Notice of 2006 Annual General Meeting to be held on 15 November 2005. This Explanatory Statement forms part of the Notice of 2006 Annual General Meeting. The Notice of 2006 Annual General Meeting should be read together with these Notes

Resolution 1: Re-election of director - Dr. Richard Hammel

At each Annual General Meeting of the Company, one third of the directors of the Company (except a Managing Director) must retire from office by rotation, in accordance with the Company's Constitution. No director (except a Managing Director) shall retain office for a period in excess of three years without submitting himself or herself for re-election. A director who retires from office by rotation and is eligible for re-election may offer him or herself for re-election.

Dr. Hammel is a partner with ProPharma International Partners in San Francisco, USA, ProPharma is a pharmaceutical/biotechnology consulting firm providing a range of business, financial and product development services. He previously held senior management positions with Connetics Corporation (Vice President for Commercial Development), Matrix Pharmaceuticals Inc. (Vice President Business Development, Sales and Marketing) and held several positions at Glaxo Inc (Director, Professional Affairs: Director, New Business Development: and Director, Marketing Services).

Dr. Hammel is widely recognised in the USA, Europe and Japan for his extensive 25 years expertise in commercialisation and licensing in emerging and developing biotechnology companies.

Approval of Prior Issues of Ordinary Shares and Grants of Options

Under ASX Listing Rule 7.1, an entity must not issue or agree to issue equity securities exceeding 15% of the share capital of the Company within a 12 month period without shareholder approval. ASX Listing Rule 7.4 provides for a Company to refresh its 15% capacity by obtaining subsequent approval for a prior issue of securities, as long as at the time of the issue, the Company did not breach ASX Listing Rule 7.1. As such, the Company is seeking shareholder approval of prior issues of ordinary shares and grants of options in order to have the flexibility to issue up to 15% of the Company's share capital in a 12 month period.

Resolution 2.1: Approval of prior issue of shares to consultants

Resolution 2.1 is proposed to obtain approval for the following prior issue of shares to the following consultants named below:

The above shares were issued at a deemed issue price of \$0.088 each in respect of the work of the applicable consultant on Oncomab. The shares are ordinary shares in the capital of the Company deemed fully paid, ranking equally with the existing ordinary shares of the Company. As the shares were issued in recognition of consultancy services no funds were raised by the issues.

Resolution 2.2: Approval of prior issues of options to employees

Resolution 2.2 is proposed to obtain approval for a prior issue of options to Ms. Vanessa Waddell and Ms. Emma Ball of two hundred and sixteen thousand $(216,000)$ options, each to acquire one (1) ordinary share in the capital of the Company.

Ms. Vanessa Waddell was issued a total of one hundred and sixty-six thousand (166,000) unquoted options, each to acquire one $(1)$ ordinary share in the capital of the Company, deemed fully paid. under her contract in February 2006, as part of a loyalty plan. The options issued to Ms. Waddell have an exercise price of twenty cents (\$0.20) each and expire on 26 February 2009.

Dr. Emma Ball was issued a total of fifty thousand $(50,000)$ unquoted options, each to acquire one $(1)$ ordinary shares in the capital of the Company, deemed fully paid as part of a lovalty plan in June 2006. The options issued to Dr. Ball have an exercise price of twenty cents (\$0.20) each and expire on 26 February 2009.

The terms and conditions applying to the options referred to in Resolution 2.2 are set out in Appendix A. No funds were raised by the issue of the options. Funds received upon exercise of the options (if exercised) will be applied to the Company's then current ordinary capital requirements.

Resolution 3: Approval for proposed issue of shares as consideration for acquisition of minority holdings in subsidiary

Resolution 3 is proposed to obtain approval for a proposed issue of shares to the holders of shares, or options to acquire shares, in Arthron Pty Ltd ACN 093 947 294

In accordance with resolution 10 of the 2005 Notice of Annual General Meeting approval was given to issue 49,064 shares as consideration for the acquisition of minority holdings in several subsidiaries.

To date 32,179 shares have been issued and 16,885 shares remain unissued. Remaining minority interests hold 0.05% of Arthron equity.

The remaining shares issued will be deemed fully paid at an issue price of 10.5 cents (\$0.105) each. The shares issued will rank equally (pari passu) with existing ordinary shares in the Company and will be issued no more than three (3) months after the date of the Meeting. No funds will be raised by the issue of the shares. The allotment of the shares will occur progressively.

Resolutions 4.1, 4.2 and 4.3: Issues of Securities to Directors and an Employee

As a result of the successful Trillium Therapeutics transaction the Company received \$3.9 million comprising of \$770 thousand dollars in cash and 7% equity in the capital of Trillium Therapeutics which was worth \$3.2 million. The management of the company was paid 3.14% of the cash component and less than 4% of equity equivalent (\$3.2 million of the value generated). No financial adviser fees were paid for the Trillium Therapeutics transaction.

ASX Listing Rule 10.11 provides that an entity must not issue or agree to issue equity securities to a related party, without the approval of shareholders. As such, the Company is seeking shareholder approval for Resolutions 4.1 and 4.2, which relate to the issue of securities to the Directors of the Company.

Resolution 4.1: Approval for proposed issue of shares to Mr. Eugene Kopp

Resolution 4.1 is proposed to obtain approval for a proposed issue of shares to a director, Mr. Eugene Kopp.

Subject to shareholders approval, Mr. Eugene Kopp will be issued a total of one hundred and seventyeight thousand one hundred and twenty-five (178,125) ordinary shares in the capital of the Company, fully paid at a deemed issue price of eight and one half cents (\$0.085) each as a bonus associated with the Trillium Therapeutics transaction. The shares issued to Mr. Kopp will rank equally (pari passu) with existing ordinary shares in the Company and will be issued no more than one (1) month after the date of the Meeting. No funds will be raised by the issue of the shares. The approval of Resolution 4.1 is required under ASX Listing Rule 10.11 and as a consequence approval under ASX Listing Rule 7.1 is not required

Resolution 4.2: Approval for proposed issue of shares to Mr. Marcus Clark

Resolution 4.2 is proposed to obtain approval for a proposed issue of shares to a director, Mr. Marcus Clark.

Subject to shareholders approval. Mr. Marcus Clark will be issued a total of seven hundred and twenty-four thousand three hundred and seventy-five (724,375) ordinary shares in the capital of the Company, fully paid at a deemed issue price of eight and one half cents (\$0.085) each as a bonus associated with the Trillium Therapeutics transaction. The shares issued to Mr. Clark will rank equally (pari passu) with existing ordinary shares in the Company and will be issued no more than one (1) month after the date of the Meeting. No funds will be raised by the issue of the shares. The approval of Resolution 4.2 is required under ASX Listing Rule 10.11 and as a consequence approval under ASX Listing Rule 7.1 is not required

Resolution 4.3: Approval for proposed issue of shares to an employee

Resolution 4.3 is proposed to obtain approval for a proposed issue of shares to Ms. Vanessa Waddell.

Chapter 7 of the ASX Listing Rules requires the prior approval of shareholders in general meeting to issue securities if the number of those securities exceeds fifteen percent (15%) of the number of the same class of securities at the commencement of the relevant twelve (12) month period. The proposed allotment of shares to Ms Waddell involves an increase in the issued capital of the Company. As such authority for that increase is required in order to comply with the provisions of Chapter 7 of the ASX Listing Rules. Also, by obtaining shareholder approval for the issues of shares to Ms Waddell, the Company retains the ability to issue further shares or options up to fifteen $(15%)$ of its ordinary shares under Chapter 7 to take advantage of opportunities to obtain further funds if required and available in the future.

Subject to shareholders approval, Ms. Vanessa Waddell will be issued a total of two hundred and eighty-five thousand (285,000) ordinary shares in the capital of the Company, fully paid at a deemed issue price of eight and one half cents (\$0.085) each as a bonus associated with the Trillium Therapeutics transaction. The shares issued to Ms. Waddell will rank equally (pari passu) with existing ordinary shares in the Company and will be issued no more than three $(3)$ months after the date of the Meeting. No funds will be raised by the issue of the shares.

Resolution 5: Non-binding resolution to adopt Remuneration Report

Pursuant to the Corporations Act the Annual General Meeting of a listed 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 Remuneration Report is included in the Annual Report distributed to Shareholders and the Financial Statements to be laid before meeting. Shareholders will be given the opportunity to ask questions about or make comments on the Remuneration Report at the meeting.

Resolution 6: Approval of Prima Biomed Limited 2006 Employee and Consultants Equity Participation Plan (the "2006 ASX Plan")

The Company is seeking shareholder approval to adopt the Prima Biomed Limited 2006 Employee and Consultants Equity Participation Plan, (the "2006 ASX Plan"), a copy of which is attached hereto as Annexure B and the terms of which are incorporated by reference into this Explanatory Memorandum. The adoption of the Plan was approved by the Company's Board of Directors, including all of the non-employee directors. Under the Plan, the Company will be entitled to grant to its employees and consultants, from time to time, up to 10,000,000 ordinary shares of the Company (which constitute approximately 5% of the issued share capital of the Company excluding options as of the date of this Explanatory Memorandum), either by the issuance of ordinary shares or under options to purchase ordinary shares granted under the Plan. Options granted under the Plan will be unlisted and exercisable at a value less than market value of an ordinary share on the ASX at the date of grant and/or a value that a Board Committee determines to be appropriate under the circumstances. Market value will be determined by reference to the volume weighted average market price of the Company's ordinary shares during the five trading days on the ASX up to and including the date of grant of the options or such other date or period as a Board Committee shall consider appropriate. The period for which the Option is granted shall be determined by the Board Committee and set forth in the Offer Document; provided, however, that no Option shall be exercisable after the expiration of ten years from the date of its grant. The ordinary shares and options will be granted and issued under the 2006 ASX Plan at the discretion of the Company's Board of Directors from time to time and will be subject to performance criteria, hurdles and escrow periods, dependant on the recipient and his or her position.

The Board of Directors of the Company believes that the adoption of the Plan is necessary for the Company in order to:

• provide eligible persons with an additional incentive to work to improve the performance of the $a$ Company:
• $b)$ attract and retain eligible persons essential for the continued growth and development of the Company;
• promote and foster loyalty and support amongst eligible persons for the benefit of the Company; $c$ )
• enhance the relationship between the Company and eligible persons for the long term mutual $d$ benefit of all parties; and
• provide an alternative to cash payments. $e)$

Shares and Options granted under the 2006 ASX Plan are exercisable at such price and will have such terms and other conditions as are provided for in the 2006 ASX Plan, subject to satisfying Listing Rule 7.2, exception 9. Any issue of security to Directors will be subject to separate shareholder approval under ASX Listing Rules.

By obtaining shareholder approval to adopt the 2006 ASX Plan, shares issued under the Plan will not reduce the Company's ability to issue further shares or options up to fifteen (15%) of its ordinary shares in a 12 month period under ASX Listing Rule 7.1 without obtaining further approval from shareholders. No cash will be received from the issue of the shares and options. Use of the funds raised by the exercise of the options will be determined at the time of exercise in accordance with investment and operating environment at the time. The shares to be issued under the 2006 ASX Plan, and shares to be issued upon exercise of options issued under the 2006 ASX Plan will rank pari passu in all respects with the existing listed ordinary shares of the Company.

ANNEXURE A

PRIMA BIOMED LIMITED ACN 009 237 889

TERMS AND CONDITIONS OF THE UNLISTED OPTIONS EXPIRING 26 FEBRUARY 2009 IASX CODE PRRAYI

• (a) Each Option entitles the holder to subscribe for one ordinary fully paid Share.
• (b) The Options expire at 4.00pm (Melbourne, Victoria Time) on 26 February 2009.
• (c) The Share allotted on exercise of an Option shall be issued at the exercise price of 20 cents per share.
• (d) The issue price of a Share the subject of an Option shall be payable in full on exercise of the Option by the Eligible Person (or, if applicable, his or her nominee).
• (e) The Options shall be capable of assignment.
• (f) The instrument of assignment shall be duly stamped and shall be lodged at the registered office of the Company together with such other information as the Company may reasonably require with respect to the assignment, and the Company shall enter the name of the assignee in a register of Options as the holder of the relevant Options.
• $(g)$ The Company shall not be bound to recognise the assignment until a copy of the duly executed instrument of assignment is lodged with the Company.
• (h) The Company will apply for official quotation on ASX of the Options, subject to obtaining sufficient spread pursuant to ASX listing rules.
• (i) Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Option holder to exercise all or a specified number of Options, accompanied by the relevant Option Certificate (if any) and a cheque made payable to the Company for the subscription price for the Shares.
• (i) An exercise of only some Options shall not affect the rights of the Option holder under the balance of the Options held by him or her as appropriate
• (k) The Company shall allot the resultant Share and deliver notification of share holdings within five business days of the exercise of an Option.
• (I) Shares allotted pursuant to an exercise of Options shall rank from the date of allotment, equally with existing Shares of the Company in all respects.
• (m) The Company shall in accordance with the Listing Rules make application to have Shares allotted pursuant to an exercise of Options listed for official quotation by the ASX.
• (n) The Option holder will be permitted to participate in any new pro-rata issue of securities of the Company subject to the prior exercise of the Options, in which case the Option holder will be notified by the Company of the proposed pro-rata issue at least 9 business days before the books closing date (to determine entitlements to the issue) and afforded that period to exercise the Options.
• (o) In the event of any reorganisation (including consolidation, subdivision, reduction or return of capital) of the issued capital of the Company, the rights of an option holder will be changed to the extent necessary to comply with the listing rules of the ASX applying to a reorganisation of capital at the time of the reorganisation.
• (p) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.

ANNEXURE B

PRIMA BIOMED LIMITED 2006 EMPLOYEE AND CONSULTANTS EQUITY PARTICIPATION PLAN (THE "2006 ASX PLAN")

$\mathbf{1}$ . PURPOSE

The Board of Directors of the Company proposes to introduce a new employee, director and consultants share and option plan, to be called the Prima Biomed Limited 2006 Employee and Consultants Equity Participation Plan (the "2006 ASX Plan") for the purpose of:

• (a) providing Eligible Persons with an additional incentive to work to improve the performance of the Company;
• (b) attracting and retaining Eligible Persons essential for the continued growth and development of the Company;
• (c) to promote and foster loyalty and support amongst Eligible Persons for the benefit of the Company: and
• (d) to enhance the relationship between the Company and Eligible Persons for the long term mutual benefit of all parties.

$\overline{2}$ . COMMENCEMENT

Subject to the adoption of the 2006 ASX Plan by the shareholders of the Company at a Annual General Meeting of the Company and to due compliance with the Corporations Act 2001, the 2006 ASX Plan shall take effect as of the date of the Annual General Meeting of the Company at which the Plan is adopted.

DEFINITIONS $\overline{3}$ .

In these Rules, unless the context otherwise requires:

"Subsidiary" means such term as defined in the Australian Corporations Act 2001:

"ASX" means Australian Stock Exchange Limited;

"Company" means Prima Biomed Limited ABN 90 009 237 889;

"Board of Directors" means the Board of Directors of the Company from time to time acting by resolution made in accordance with the Corporations Act 2001 and the Constitution of the Company;

"Director" means a director from time to time of the Company:

"Eligible Person" means a person who is:

• $(i)$ an employee of; or
• $(ii)$ a consultant to,

the Company or any Subsidiary;

"Listing Rules" means the Listing Rules from time to time of the ASX;

"Option" means an option to purchase Shares:

"Rules" means the rules of the 2006 ASX Plan, as amended from time to time;

"Share" means an ordinary fully paid share ranking pari passu in the capital of the Company; and

"Unexercised Options" means Options granted under the 2006 ASX Plan from time to time which have not been exercised or expired in accordance with their terms and the terms of the 2006 ASX Plan.

$\ddot{4}$ . MAXIMUM AGGREGATE NUMBER OF SHARES ISSUABLE UNDER THE 2006 ASX PLAN

The aggregate number of Shares issuable under the 2006 ASX Plan, either by the issuance of Shares or under Options granted under the 2006 ASX Plan, shall not exceed 10,000,000 ordinary shares.

$5₁$ ADMINISTRATION OF THE 2006 ASX PLAN

The 2006 ASX Plan shall be administered by a committee (the "Committee") comprised of members of the Board of Directors of the Company, selected by the Board of Directors. The majority of members shall be non-executive directors.

The Committee is authorised, subject to the provisions of the 2006 ASX Plan, to establish such rules and regulations as it may deem appropriate for the conduct of meetings and proper administration of the 2006 ASX Plan. All actions of the Committee shall be taken by majority vote of its members, except that the members thereof may authorise any one or more of them or any officer of the Company to execute and deliver documents on behalf of the Committee. Subject to the provisions of the 2006 ASX Plan, the Committee shall have authority, in its sole discretion, to issue securities under the 2006 ASX Plan, to interpret the provisions of the 2006 ASX Plan and to prescribe, amend, and rescind rules and regulations relating to the 2006 ASX Plan or any issue thereunder as it may deem necessary or advisable. All decisions made by the Committee pursuant to the provisions of the 2006 ASX Plan shall be final, conclusive and binding on all persons. No member of the Committee shall be liable for anything done or omitted to be done by him or by any other member of the Committee in connection with the 2006 ASX Plan, except for his own wilful misconduct or as expressly provided by law.

6. APPLICATION

All Options or Shares offered to an eligible person pursuant to the 2006 ASX Plan shall be evidenced in writing by a Share or Option offer document ("Offer Document"). The Offer Document shall contain such terms and conditions as the Committee shall determine, which are not inconsistent with the provisions of the 2006 ASX Plan, including the following:

a) QUANTITY

The quantity of Shares to be issued or Options to be granted under the Offer Document.

EXERCISE PRICE OF OPTIONS $b)$

The exercise price of an Option granted under the 2006 ASX Plan will be less than market value of an ordinary share on the ASX at the date of grant or such other exercise price that the Committee determines to be appropriate under the circumstances.

Market value will be determined by reference to the volume weighted average market price of the Company's ordinary shares during the five trading days on the ASX up to and including the date of grant of the options or such other date or period as the Committee shall consider appropriate.

$c)$ OPTION TERMS

The term of an Option shall be determined by the Committee and set forth in the Offer Document; provided, however, that no Option shall be exercisable after the expiration of ten years from the date of its grant.

$\mathbf{d}$ ESCROW TERM; VESTING PERIOD

Except as otherwise provided in the 2006 ASX Plan or determined by the Committee and set forth in an Offer Document, the issuance of Shares and exercise of Options shall be subject to either an escrow or vesting schedule, as the Committee shall determine and set forth in the Offer Document, in accordance with the following terms and conditions:

• $(i)$ Escrow Term. In the event that the Committee shall determine that the issuance of Shares and exercise of Options shall be subject to an escrow, Shares issued or Options granted under the 2006 ASX Plan cannot be disposed of or exercised, respectively, within six months from the date of issue or grant (or 12 months if issued or granted to a Director). Shares issued or Options granted under the 2006 ASX Plan may be disposed of or exercised at any time from six months after the date of issuance or grant, respectively (or 12 months if issued or granted to a Director), subject to any other terms of the issuance or grant.
• Vesting Period. In the event that the Committee shall determine that the $(ii)$ issuance of Shares and exercise of Options shall be subject to a vesting schedule, the issuance of Shares and exercise of Options shall become vested and issued or exercisable in accordance with the following vesting schedule:

less than one year after date of issuance or grant ... $0\%$ of the total number granted one year after date of issuance or grant.................................... two years after date of issuance or grant......... 50% of the total number granted three years after date of issuance or grant $\dots \dots$ 75% of the total number granted four years after date of issuance or grant .........100% of the total number granted

Shares and options shall automatically cease to vest in accordance with the above schedule and, except as provided in Sections 10, 13, 14 and 15, shall become null and void upon the termination of employment for any reason.

$e)$ TIME AND MANNER OF PAYMENT OF EXERCISE OF OPTIONS

Each Offer Document shall provide that Options granted under the 2006 ASX Plan shall be exercised by the Eligible Person (or nominee) as to all or any portion of the Shares covered thereby, by the giving of written notice of exercise to the Company, specifying the number of Options to be exercised. Full payment of such exercise price shall be made within ten business days following the receipt of such notice by the Company and shall be made (i) in cash or bank cheque, or (ii) in any other manner permitted in the discretion of the Committee. Such notice of exercise and full payment, shall be delivered to the Company at its principal business office or such other office as the Committee may direct, and shall be in such form, containing such further provisions consistent with the provisions of the 2006 ASX Plan, as the Committee may prescribe. The Company shall issue or cause to be issued to the Eligible Person ordinary shares of the Company as soon as practicable after an Option is exercised, and, within a reasonable time thereafter, such issuance shall be evidenced on the books of the Company. No person exercising an Option shall have any of the rights of a holder of an ordinary share prior to the date that such ordinary shares are issued following the exercise of such Option. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.

$\tau$ CANCELLATION OF OFFER

The Board of Directors retains the right to withdraw an Offer Document at any time prior to receiving an acceptance from the Eligible Person to whom the offer was made, or that Eligible Person's nominee.

8. ACCEPTANCE

• (a) The Company shall be obliged to accept any acceptance application made pursuant to Rule 6, provided that the application accords, in all respects, with these Rules and is for such number of Shares or Options, or part thereof, to which the Eligible Person is entitled. Upon acceptance of a duly complying application, the Company, within ten business days, shall deliver an Option Certificate or confirmation of Share issue in respect of the Shares or Options granted to the Eligible Person.
• (b) Each Eligible Person (and, if applicable, his or her nominee) will be taken to agree to be bound by these Rules upon the acceptance of the offer from the Committee to take up Shares or Options under this 2006 ASX Plan.

$9₁$ OTHER CONDITIONS

• (a) The Offer Document may contain any other terms and conditions that the Committee, in its sole discretion, deems appropriate; provided however that such terms or conditions shall not be inconsistent with the terms of the 2006 ASX Plan, Corporations Act 2001 or ASX Listing Rules
• (b) Subject to the terms and conditions set forth in the rules of the 2006 ASX Plan, Shares and Options may be assigned at the discretion of the Committee. The instrument of assignment shall be duly executed and shall be lodged at the registered office of the Company together with such other information as the Company may reasonably require with respect to the assignment, and the Company shall enter the name of the assignee in a register of Shares or Options as the holder of the relevant Shares or Options. The Company shall not be bound to recognise the assignment until a copy of the duly executed instrument of assignment is lodged with the Company.
• (b) Options shall not be listed for official quotation on the ASX.
• (d) Shares issued under the 2006 ASX Plan shall be listed for official quotation on the ASX. The Company shall, in accordance with the Listing Rules, apply to have Shares issued pursuant to an exercise of Options listed for official quotation by the ASX.
• (e) Neither Shares nor Options can be granted to Directors or their associates unless prior approval of the Company's shareholders is obtained in accordance with the Listing Rules.
• (f) The Options will not give any right to participate in dividends until Shares are issued pursuant to the exercise of the relevant Options.
• $(g)$ In the event of the proposed dissolution or liquidation of the Company, all outstanding Options will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board of Directors. The Board of Directors may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Eligible Person the right to exercise his or her

Options as to all or any part of the Optioned Shares, including Shares as to which the Option would not otherwise be exercisable.

• (g) In the event of a proposed sale or conveyance of all or substantially all of the assets of the Company, or the merger or consolidation of the Company with or into another corporation, each outstanding Option shall be assumed or an equivalent option shall be substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that such successor corporation refuses to assume such Option or to substitute an equivalent option, such Option may, at the discretion of the Committee, accelerate in full upon the consummation of the merger or sale of assets.
• (h) The Committee shall have the power and right, but not obligation, to accelerate the exercisability of any Options, notwithstanding any limitations in this 2006 ASX Plan, upon a Change in Control (as defined herein below). In the event of a Change in Control of the Company, whether by tender offer for more than 50% of the outstanding voting shares, proxy contest for the election of members of the Board of Directors or other means, which lacks the approval of the Board (a "Hostile Change in Control"), each outstanding Option under this 2006 ASX Plan shall automatically accelerate in full and unvested Shares shall vest in full immediately. For purposes of the 2006 ASX Plan, a "Change in Control" shall be deemed to have occurred if any person, or any two or more persons acting as a group, and all affiliates of such person or persons, who prior to such time owned less than fifty percent (50%) of the then outstanding ordinary shares of the Company, shall acquire such additional shares of the Company's ordinary shares in one or more transactions, or series of transactions, such that following such transaction or transactions, such person or group and affiliates beneficially own more than fifty percent (50%) of the Company's outstanding ordinary shares.
• (i) In the event that all or substantially all of the issued and outstanding capital of the Company is to be sold (the "Sale"), each Eligible Person shall be obligated to participate in such Sale and sell his or her Shares and/or Options in the Company, provided, however, that each such Share or Option shall be sold at a price equal to that of any other Share sold under the Sale (minus the applicable exercise price), and subject to the absolute discretion of the Board of Directors.

$10.$ RIGHTS OF EMPLOYEES

The 2006 ASX Plan shall not form part of any contract of employment between the Company and any of its employees and shall not confer, directly or indirectly, on any employee any legal or equitable rights whatsoever against the Company. Without limiting the generality of the following, nothing in these Rules:

• (a) confers on any Eligible Person the right to receive any Shares and Options;
• (b) confers on any person the right to continue as an employee;
• (c) affects any rights which the Company may have to terminate the employment of any employee: or
• (d) may be used to increase damages in any action brought against the Company in respect of such termination.

$11.$ TERMINATION OF EMPLOYMENT

$(a)$ Except as otherwise determined by the Committee or provided in an Offer Document, in the event of the termination of employment or service of an Eligible Person with the Company and its Subsidiaries for any reason (other than termination for cause, death, disability or Change of Control of the Company as provided in these Rules). Options granted to him that have not previously expired or been exercised shall, to the extent vested on the date of such termination, be exercisable by the Eligible Person within 30 days after the date of such termination, unless such Option is earlier terminated pursuant to its terms. All Options that are not exercisable as of the date of such termination or which are not exercised within 30 days thereafter, shall be deemed cancelled and terminated as of such date.

• $(b)$ Except as otherwise determined by the Committee or provided in an Offer Document. in the event an Eligible Person retires from employment or service with the Company and its Subsidiaries, Options granted to them shall become 100% vested as of the effective date of the Eligible Persons retirement. Whether an Eligible Person has terminated employment on account of retirement shall be determined by the Committee in its sole discretion.
• $(c)$ Except as otherwise determined by the Committee or provided in an Offer Document, in the event that an Eligible Persons employment or service is terminated by the Company or any of its Subsidiaries for "cause," all Options, whether or not exercisable as of the date of such termination, shall be cancelled and terminated as of such date. For these purposes, termination for "cause" shall mean the following: the Eligible Person's violation of copyright, trademark and/or patent protection maintained by the Company or a Subsidiary; the Eligible Person engaging or assisting in any business in competition with the Company or a Subsidiary as employee. owner, partner, director, officer, stockholder, consultant or agent (ownership of minority interests in publicly-traded corporations, partnerships or companies or of 5% or less of the equity of privately-held corporations, partnerships or companies shall not be considered competition for purposes of this 2006 ASX Plan): the Eligible Person's dishonesty, or acting in any manner inconsistent with the utmost good faith and loyalty in the performance of the Eligible Person's duties; conviction of the Eligible Person by a court of law of competent jurisdiction for fraud, misappropriation, embezzlement, or any felony; failure of the Eligible Person to perform his duties to the reasonable satisfaction of the Company or its Subsidiaries.

$12₁$ DEATH

Except as otherwise determined by the Committee or provided in an Offer Document, in the event an Eligible Person dies while employed by or providing service to the Company or any of its Subsidiaries, all unvested Options shall become 100% vested and any Option granted to him that has not previously expired or been exercised shall be exercisable by the estate of such Eligible Person or by any person who acquired such Option by bequest or inheritance, at any time within one year after the date of death of the Eligible Person, unless such Option is earlier terminated pursuant to its terms. All Options not exercised within such one year period shall be deemed cancelled and terminated on the first anniversary of the Eligible Person's death.

13. DISABILITY

Except as otherwise determined by the Committee or provided in an Offer Document, in the event of the termination of employment of an Eligible Person due to total disability, the Eligible Person or his guardian or legal representative, shall have the right to exercise any Option which has not been previously exercised or expired and which the Eligible Person was eligible to exercise as of the first date of total disability, at any time within one year after such termination, unless such Option is earlier terminated pursuant to its terms. All Options that are not exercisable as of the date of the Eligible Person's termination or which are not exercised within one year thereafter shall be deemed cancelled and terminated as of such applicable date.

Subject to compliance with the Listing Rules (particularly but not only Listing Rule 6.23), the Committee may, in its discretion, extend the time periods in, or waive the application of any provision of Rules 11, 12 or 13.

$14.$ ADJUSTMENTS

Except in the case of a Change of Control of the Company as provided in Section 9, in the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalisation, share split, reverse share split, reorganisation, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities, the issuance of option or other rights to purchase shares or other securities, or other similar corporate transaction or event affects the shares with respect to which Options have been or may be issued under the 2006 ASX Plan, such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2006 ASX Plan, then the Committee shall, in such manner as the Committee may deem equitable, adjust any or all of (i) the number and type of shares that thereafter may be made the subject of Options, (ii) the number and type of shares subject to outstanding Options, and (iii) the exercise price with respect to any Option, or, if deemed appropriate, make provision for a cash payment to the holder of any outstanding Option; provided, however, that the number of shares subject to any Option denominated in shares shall always be a whole number.

15. RIGHT OF DISCHARGE RESERVED

Nothing in the 2006 ASX Plan nor the issuance Shares nor the grant of Options hereunder shall confer upon any employee, officer, director, consultant, independent contractor or other individual the right to continue in the employment of or service with the Company or any of its Subsidiaries or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Options under the 2006 ASX Plan) any such employee, officer, director, consultant, independent contractor or other individual at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable for the loss of existing or potential profit from an issuance or grant of securities in the event of termination of an employment or service or other relationship even if the termination is in violation of an obligation of the Company or any Subsidiary of the Company to the employee, officer, director, consultant or independent contractor.

16. SEVERABILITY

If any provision of the 2006 ASX Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, such unlawfulness, invalidity or unenforceability shall not affect any other provision of the 2006 ASX Plan or part thereof, each of which remain in full force and effect. If the making of any payment or the provision of any other benefit required under the 2006 ASX Plan shall be held unlawful or otherwise invalid or unenforceable, such unlawfulness, invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the 2006 ASX Plan, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the 2006 ASX Plan.

AMENDMENT AND TERMINATION OF THE 2006 ASX PLAN $17₁$

The Board of Directors may, from time to time, alter, amend, suspend or terminate the 2006 ASX Plan with respect to Shares or Options that have not been granted, subject to any requirement for shareholder approval imposed by applicable law or any rule of any stock exchange or quotation system on which shares are listed or quoted; provided, however, that the Board of Directors may not amend the 2006 ASX Plan in any manner that would result in non-compliance with any applicable law. Neither the Board of Directors nor the Committee may, without the consent of the Eligible Person, alter or in any way impair the rights of such Eligible Person under any issue previously granted. Neither the termination of the 2006 ASX Plan nor the Change of Control of the Company shall affect any Option previously granted.

If the approval of the 2006 ASX Plan by the shareholders is not obtained, the 2006 ASX Plan shall be null and void and each issue of Shares or Options hereunder shall be null and void.

18. GENDER AND NUMBER

Any reference to masculine terminology used in this 2006 ASX Plan document shall also include the feminine, and the definition of any term herein in the singular shall also include the plural except when otherwise indicated by the context.

19. GOVERNING LAW

The 2006 ASX Plan and all determinations made and actions taken hereunder, are governed by the laws of the State of Victoria including the Australian Corporations Act 2001, ASX Listing Rules and any other applicable Federal or State laws.