Exhibit 99.1

Immutep Limited

Preliminary final report

APPENDIX 4E

PRELIMINARY FINAL REPORT

 

1.	Company details

 

 

2.	Results for announcement to the market

 

Explanation of the above information:

The increase in loss after tax for the financial year ended 30 June 2025 was mainly attributable to the following:

 

•

an increase in R&D and intellectual property expenses by $19.9m, mainly due to increases in clinical trial costs;

 

•

corporate expenses decreased by $208k this year, which was mainly attributable to decrease in overhead costs;

 

•

interest income increased from $3.9m to $5.3m in FY2025 mainly due to the higher cash balances invested in term deposits;

 

•

the loss in net change in fair value of convertible notes increased from $125k in FY2024 to $144k in FY2025; and

 

•

a loss on foreign exchange of $1.5m for FY2025 reported in the Profit and Loss compared to a gain of $113k in FY2024. The gain from exchange differences on the translation of foreign operations reported in Other Comprehensive Income for FY2025 was $14.4m, while in FY2024 it was a loss of $1.4m.

For other details of the current year results, refer to the Review of Operations and Activities.

 

3.	NTA backing

 

Net tangible asset backing per ordinary security		Reporting period		Previous corresponding period
		9.3 cents		12.5 cents

4.

Dividends

Current period

There were no dividends paid or declared during the current financial period.

Previous corresponding period

There were no dividends paid or declared during the previous financial period.

 

5.	Attachments

Details of attachments (if any):

The annual report for the year ended 30 June 2025 is attached.

 

6.

Signed

 

 

7.

Audit

This report is based on financial statements which have been audited.

ABN 90 009 237 889

Annual Report

2025

TABLE OF CONTENTS

 

CORPORATE DIRECTORY			1
CHAIRMAN’S LETTER			2
REVIEW OF OPERATIONS AND ACTIVITIES			4
DIRECTORS’ REPORT			12
AUDITOR’S INDEPENDENCE DECLARATION			34
CORPORATE GOVERNANCE STATEMENT			35
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT			35
FINANCIAL STATEMENTS			36
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME			37
CONSOLIDATED BALANCE SHEET			38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY			39
CONSOLIDATED STATEMENT OF CASH FLOWS			40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS			41
CONSOLIDATED ENTITY DISCLOSURE STATEMENT (CEDS)			81
DIRECTORS’ DECLARATION			82
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITED			83
SHAREHOLDER INFORMATION			88

CORPORATE DIRECTORY

 

Directors
		Dr Russell Howard		(Non-Executive Chairman)
		Mr Pete Meyers		(Non-Executive Director & Deputy Chairman)
		Mr Marc Voigt		(Executive Director & Chief Executive Officer)
		Prof. Frédéric Triebel		(Executive Director & Chief Scientific Officer)
		Ms Lis Boyce		(Non-Executive Director)
		Ms Anne Anderson		(Non-Executive Director; resigned on 4 October 2024)
Company Secretaries		Ms Deanne Miller
		Ms Indira Naidu
Registered office &		Level 32
principal place of business		264 George Street
		Australia Square
		Sydney, NSW 2000
		+61 2 8315 7003
Share Registry		Boardroom Pty Ltd
		Level 8, 210 George Street
		Sydney, NSW 2000
		+61 2 9290 9600
Auditor		PricewaterhouseCoopers
		One International Towers Sydney, Watermans Quay
		Barangaroo, NSW 2000
Banker		National Australia Bank Ltd
		Kew Branch
		Melbourne, Victoria 3000
Stock exchange listings		Immutep Limited shares are listed on the:
		Australian Securities Exchange (ASX code: IMM), and
		NASDAQ Global Market (NASDAQ code: IMMP)
Website address		www.immutep.com

 

 

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CHAIRMAN’S LETTER

Dear Fellow Shareholders,

On behalf of the Board, I’m pleased to present Immutep Limited’s (‘IMM’) Annual Report for the 2025 Financial Year (‘FY25’).

FY25 has been a pivotal year for Immutep, marked by our successful transition into a Phase III biotechnology company and strong execution across our clinical programs. We continued to build on our leadership in Lymphocyte Activation Gene-3 (LAG-3) immunotherapy, delivering on key milestones and generating compelling clinical data across both oncology and autoimmune disease pipelines.

Our lead immuno-oncology candidate, eftilagimod alfa (efti), advanced into a global registrational Phase III trial in non-small cell lung cancer (TACTI-004/KEYNOTE-F91), with the first patient dosed in March 2025. This trial is being conducted in collaboration with MSD, who is supplying KEYTRUDA® (pembrolizumab) for the study. TACTI-004 is among a select few global Phase III studies evaluating combination therapies with KEYTRUDA that target a broad 1L NSCLC patient population, and represents our most significant program to date. We are encouraged by the momentum of this registrational trial. 

We also reported maturing data from TACTI-003, our Phase IIb trial in head and neck squamous cell carcinoma (HNSCC). In May 2025, we announced a median overall survival (OS) of 17.6 months in patients with PD-L1 expression below 1 (CPS <1) from the chemotherapy-free combination of efti with KEYTRUDA. This median OS is substantially higher than the current standards of care, reinforcing the value of efti’s unique mechanism of action and excellent safety profile when used in combination with anti-PD-1 therapies. Immutep has Fast Track designation from the FDA for efti in this indication.

In metastatic breast cancer, we completed enrolment in the Phase II portion of our AIPAC-003 trial that is evaluating efti in combination with chemotherapy and continued patient follow-up throughout the year. This study helped determine the optimal biological dose of 30mg for efti while addressing an underserved patient population that has exhausted endocrine therapy options. We look forward to sharing further data by the end of CY2025.

The INSIGHT-003 investigator-initiated trial, which is evaluating efti in combination with KEYTRUDA and chemotherapy in 1L non-squamous NSCLC, continued to deliver pleasing results. A high 60.8% objective response rate and 90.2% disease control rate were observed across all PD-L1 expression levels. The results were most impressive in patients of high unmet need with PD-L1 expression below 50%. Importantly, these results provide strong validation for the rationale underpinning our Phase III TACTI-004 trial design using the same combination therapy. Data from INSIGHT-003 has been accepted for a poster presentation at the European Society for Medical Oncology (ESMO) Congress 2025 in October.

We also reached a significant milestone in soft tissue sarcoma with the completion of patient enrolment and the announcement that the investigator-initiated EFTISARC-NEO trial had met its primary endpoint. This Phase II trial demonstrated a marked increase in tumour hyalinization, a surrogate marker of long-term survival, when efti was added to radiotherapy and anti-PD-1 treatment. Data from this trial has been accepted for a Proffered Paper oral presentation at the ESMO Congress 2025.

In the autoimmune space, our first-in-human Phase I trial of IMP761, a first-in-class LAG-3 agonist antibody, progressed through multiple dose cohorts. Encouragingly, at the highest dose tested to date (0.9 mg/kg), IMP761 showed a favourable safety profile and a promising 80% reduction in T cell activity in skin tissue. These early results support IMP761’s potential to selectively silence overactive memory T cells and restore immune balance without broadly and unnecessarily suppressing the immune system.

Immutep’s leadership in LAG-3 immunotherapy continues to be recognised through its continuing partnerships and growth of our intellectual property estate. In FY25, we were granted 17 new patents across key territories for both efti and IMP761, and landmark research from our collaboration with Monash University was published in Science Immunology, detailing the first-ever crystal structure of the human LAG-3/MHC-II complex providing a better foundation for the development of other LAG-3 therapies, such as Immutep’s anti-LAG-3 small molecule program.

Immutep was added to the S&P/ASX 300 Index in the September 2024 review, demonstrating investor confidence in our trajectory and growth.  Financially, we maintained a strong balance sheet throughout the year.

 

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We ended FY25 with a cash and term deposit balance of A$129.7 million, providing a cash runway through to the end of CY2026. This prudent financial management enables us to progress our clinical trials on schedule.

I am particularly proud of our team’s progress throughout FY25 considering the complex challenges currently impacting the biotechnology sector. Regulatory uncertainty remains a significant concern, particularly as agencies such as the FDA continue to refine their requirements and change their guidelines related to diversity in clinical trial recruitment. These evolving standards can impact approval timelines and the strategic direction of companies investing in clinical trials.

Supply chain disruptions present additional hurdles, affecting everything from access to critical raw materials to the overall cost structure, including heightened tax implications due to shifting international regulations. Geopolitical instability further compounds these issues, influencing market access, investment flows, and collaboration opportunities globally.

As we navigate changing conditions, our focus remains on execution and completion of our clinical trials with a priority on our global registrational Phase III trial in non-small cell lung cancer (TACTI-004/KEYNOTE-F91) where we are eager to see efti validated clinically, and with success, provide a meaningful benefit to cancer patients. On behalf of the Board, I would like to acknowledge key leadership changes during the year. Independent Non-Executive Director Anne Anderson tendered her resignation effective 4 October 2024, and the Board thanks her for her contribution to Immutep and wishes her well. I would also like to thank Dr Stephan Winckels for accepting the role of Chief Medical Officer following the departure of Dr Florian Vogl and congratulate Christian Mueller on his promotion to Chief Development Officer. Dr Winckels’ and Mr Mueller’s deep knowledge of our clinical programs and longstanding involvement with efti will be invaluable as we navigate the next stages of development.

As we look ahead, FY26 promises to be another year of meaningful progress. You can expect continued momentum for TACTI-004, data updates from AIPAC-003, INSIGHT-003, and EFTISARC-NEO, and further advancement in our autoimmune portfolio with IMP761.

Our team remains focused on our mission to develop innovative immunotherapies that offer new hope to patients with cancer and autoimmune diseases. We are grateful for the continued support of our shareholders as we work to deliver long-term value and transformative outcomes.

Yours sincerely,

 

Dr. Russell Howard

Chairman

Immutep Limited

29 August 2025

 

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REVIEW OF OPERATIONS AND ACTIVITIES

PRINCIPAL ACTIVITIES

Immutep is a Phase III, clinical biotechnology company developing novel Lymphocyte Activation Gene-3 (LAG-3) related immunotherapies for cancer and autoimmune disease. The Company is a pioneer in the understanding and advancement of therapeutics related to LAG-3. It has a diversified product portfolio that harnesses LAG-3’s unique ability to stimulate the body’s immune response to fight cancer or suppress the immune system to treat autoimmune disease.

Immutep is dedicated to leveraging its expertise to bring innovative treatment options to patients in need and to maximise value for shareholders. The Company is listed on the Australian Securities Exchange (IMM) and on the NASDAQ (IMMP) in the United States.

REVIEW OF OPERATIONS

Immutep is focused on advancing its lead product candidate, eftilagimod alfa (efti) through its registrational Phase III clinical trial towards marketing approval in first line non-small cell lung cancer (1L NSCLC). Later stage clinical studies are also being performed in first line head and neck squamous cell carcinoma (1L HNSCC) and metastatic breast cancer. The Company has multiple active trials evaluating efti across these indications and others, and has begun clinical trials of IMP761 for the treatment of autoimmune disease. Strong progress and encouraging clinical results have been reported throughout the year.

TACTI-004: Phase III trial in first line non-small cell lung cancer (1L NSCLC)

 

1L NSCLC is one of the most prevalent cancer indications and has a high unmet medical need. The TACTI-004 Phase III trial is designed to set a new standard of care and is a key value driver for Immutep.		TACTI-004 is Immutep’s registrational Phase III trial of efti in combination with an anti-PD-1 therapy in 1L NSCLC patients. This pivotal trial is evaluating efti in combination with MSD’s (Merck & Co., Inc., Rahway, NJ, USA) anti-PD-1 therapy, KEYTRUDA® (pembrolizumab) and chemotherapy. The study is taking place under Immutep’s third collaboration with MSD, with Immutep conducting the trial and retaining the commercial rights to efti, while MSD is supplying KEYTRUDA.   TACTI-004 will enrol approximately 750 patients regardless of PD-L1 expression and include both squamous and non-squamous subtypes to address almost the entire 1L NSCLC market eligible for anti-PD-1 therapy. It is a 1:1 randomised, double-blind, multinational, controlled study, with dual primary endpoints of progression-free survival and overall survival and will include over 150 clinical sites in over 25 countries across the globe.
In July 2024, Immutep received positive feedback from the US Food and Drug Administration (FDA) on the design of TACTI-004, building on previously received guidance from the Paul-Ehrlich-Institut and the Spanish Agency for Medicines and Health Products.
In December 2024, the first regulatory approval for TACTI-004 in any region was received by Immutep from the Australian Therapeutic Goods Administration.
In March 2025, Immutep announced the first patient in TACTI-004 was successfully dosed at Calvary Mater Newcastle Hospital in Australia. Since then, the trial is on track and continues to build momentum by recruiting patients at a growing number of activated clinical sites and countries, with 23 countries having received regulatory approval and 88 clinical sites ready to enroll patients as of the middle of August 2025.

In late March 2025, Immutep presented the TACTI-004 trial design as a Trial-in-Progress poster at the European Lung Cancer Congress (ELCC) 2025 in Paris, France. Immutep also presented a Trial-in-Progress poster for TACTI-004 at the 2025 American Society for Clinical Oncology (ASCO) Annual Meeting in the United States in late May.

TACTI-004 is on track with guidance to end of CY2025/Q1 CY2026 for futility analysis readout.

 

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REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

Immutep has seen encouraging support from the investigators participating in the study and in the meetings to date including those held at ELCC 2025, ASCO 2025, and an international investigator meeting in Budapest, Hungary.

TACTI-003: Phase IIb trial in first line head and neck squamous cell carcinoma (1L HNSCC)

 

Immutep reported new clinical data from the TACTI-003 (KEYNOTE-C34) Phase IIb trial during the year.		TACTI-003 is Immutep’s ongoing Phase IIb trial evaluating efti in combination with KEYTRUDA as a 1L therapy in approximately 154 patients with HNSCC. It is a randomised, controlled clinical study taking place across Australia, Europe and the US in up to 35 clinical sites and is being conducted in collaboration with MSD. Immutep has FDA Fast Track designation with the potential for expedited development and review for the combination of efti with KEYTRUDA for this indication.   The trial has two parts, patients in Cohort A have tumours that express PD-L1 (CPS ≥1) and are stratified by CPS 1-19 and CPS ≥20, and patients in Cohort B have PD-L1 negative tumours (CPS <1). Enrolment into the trial was completed in November 2023.
Cohort A
Clinical data from Cohort A of TACTI-003 was reported in a late-breaking abstract and prestigious Proffered Paper oral presentation at ESMO Congress 2024 in September. Late-breaking abstracts are reserved for high-quality, new research findings from randomised phase II or phase III trials with implications for clinical practice or understanding of disease processes. Proffered Papers are oral presentations of original data of superior quality, followed by expert discussion and perspectives.
Although the updated data from Cohort A showed that patients with PD-L1 positive tumours (CPS ≥1), who received efti in combination with KEYTRUDA outperformed the KEYTRUDA monotherapy arm, it is difficult to draw conclusions from the data in this cohort due to a number of imbalances of prognostic markers in favour of the KEYTRUDA monotherapy arm, including HPV status, smoking status, and primary tumour location. Additionally, in the KEYTRUDA monotherapy arm, patients with a CPS of 1–19 demonstrated higher objective response rates than those with CPS≥20. This finding is atypical for KEYTRUDA therapy, as higher CPS levels are generally associated with improved outcomes compared to lower CPS levels.

Cohort B

Clinical data from Cohort B of TACTI-003 was presented at an ESMO Virtual Plenary session in early July 2024. In patients with negative PD-L1 expression (CPS <1) in Cohort B, efti in combination with KEYTRUDA achieved a 35.5% objective response rate (ORR). This is among the highest recorded for a treatment approach not containing chemotherapy in patients with CPS <1.

In December 2024, Immutep released new data at the ESMO Immuno-Oncology (IO) Annual Congress 2024 which showed that median overall survival (OS) had not yet been reached and a 12-month OS rate of 67%. A promising progression-free survival (PFS) of 5.8 months, interim median duration of response (DOR) of 9.3 months, and complete response rate of 12.9% and 16.1%, according to RECIST 1.1 and iRECIST respectively, were reported. A 35.5% ORR and 58.1% disease control rate (DCR) were also reported. This data compares favourably to historical results from anti-PD-1 therapy alone in 1L HNSCC patients with CPS <1. In addition, efti in combination with KEYTRUDA continued to be well-tolerated with no new safety signals.

In May 2025, Immutep announced that an excellent median OS of 17.6 months had been achieved in Cohort B in 1L HNSCC with CPS <1 in evaluable patients (N=31) with a data cut-off of 31 March 2025.

This mature OS data compares favourably to historical results from the two current standard-of-care approaches in the United States for 1L HNSCC patients with CPS <1 including 10.7-months from cetuximab + chemotherapy and 11.3-months from anti-PD-1 therapy + chemotherapy, as well as 7.9-months from anti-PD-1 monotherapy.1,2 Given the harder to interpret Cohort A data, the imbalance of the control arm, and the competitive situation in CPS >1, the Company has decided to focus on 1L HNSCC with CPS<1.

 

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REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

Patients with CPS <1 in 1L HNSCC represent a treatment population with high unmet medical need. Up to 20% of 1L HNSCC patients have CPS <1 and despite immunotherapy’s progress in fighting cancer, anti-PD-1 therapy alone (without chemotherapy) is only approved for patients who express PD-L1 (CPS >1). All currently available treatment options for patients with PD-L1 CPS <1 include chemotherapy.

AIPAC-003: Integrated Phase II/III trial in Metastatic Breast Cancer

 

Immutep is continuing the Phase II portion of the AIPAC-003 trial, which enrolled 71 metastatic hormone receptor positive (HR+), HER2-negative/low or triple-negative breast cancer patients who predominantly exhausted endocrine therapy including cyclin-dependent kinase 4/6 (CDK4/6) inhibitors.		AIPAC-003 is an integrated Phase II/III trial evaluating efti in combination with chemotherapy (paclitaxel) for the treatment of metastatic HER2-neg/low breast cancer and triple-negative breast cancer, which together account for ~78% of breast cancer cases. The trial was designed to include an open-label safety lead in of up to 12 patients dosed at 90mg efti, to be followed by a randomised (1:1) portion of the Phase II study consisting of 65 patients who received either 30mg efti or 90mg efti to determine the optimaal biological dose, consistent with the FDA’s Project Optimus initiative.
Immutep completed patient enrolment in the randomised Phase II portion of the AIPAC-003 trial in late 2024. Patients across 22 clinical sites in Europe and the United States have been randomised 1:1 to receive either 30mg or 90mg dosing of efti in combination with paclitaxel to determine the optimal

biological dose consistent with the FDA’s Project Optimus initiative and prior regulatory interaction with FDA. Patient follow up, data cleaning and analysis is ongoing and an update is anticipated in CY2025.
As announced on 25 March 2025, the Company has formed the view that the data of AIPAC-003 supports 30mg as the optimal biological dose of efti for TACTI-004.

Phase I and II Studies with Efti

TACTI-002: Phase II trial in NSCLC and HNSCC

 

Immutep completed close-out activities for Part A of the TACTI-002 Phase II trial and results were published in JCO Oncology Advances in May 2025.3		TACTI-002 is Immutep’s completed Phase II trial conducted in collaboration with MSD that evaluated efti in combination with MSD’s KEYTRUDA in patients with 1L and 2L NSCLC (Parts A and B, respectively) and 2L HNSCC (Part C). The trial is an all-comer study meaning patients could participate regardless of their PD-L1 biomarker status. It is a non-comparative, open-label, single-arm, multicentre clinical study.
Results from Part A of TACTI-002 demonstrated that efti enables deep, durable responses for 1L NSCLC patients regardless of PD-L1 expression with a favourable safety profile in line with anti-PD-1 monotherapy. Exceeding expectations, median OS reached 35.4 months in NSCLC patients expressing PD-L1 (patients with a Tumour Proportion Score (TPS) of ≥1.

 

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REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

EFTISARC-NEO: Phase II trial in Soft Tissue Sarcoma

 

New data from the investigator-initiated EFTISARC-NEO trial was presented at the Connective Tissue Oncology Society (CTOS) 2024 Annual Meeting in November 2024. Based on preliminary analysis in 21 of 40 planned subjects, the triple combination therapy demonstrated significant efficacy in the neoadjuvant setting for resectable soft tissue sarcoma (STS). The combination achieved a greater than three-fold increase in tumour hyalinization/ fibrosis (median 50%) at the time of surgery as compared to a historical median of 15% from radiotherapy alone. In addition to being the primary endpoint of the EFTISARC-NEO study, the tumour hyalinization/fibrosis rate has also been identified as a predictor of overall survival for STS patients in the neoadjuvant setting.		EFTISARC-NEO is a Phase II, open-label trial currently underway at the Maria Skłodowska-Curie National Research Institute of Oncology in Poland. This investigator-initiated study is examining the combination of efti, radiotherapy and pembrolizumab in up to 40 patients with STS in the neoadjuvant setting (before surgery). STS is an orphan disease with high unmet medical need and poor patient prognosis. The study is primarily funded by the Maria Sclodowska Curie National Research Institute of Oncology with a grant from the Polish government of €1.5M (~A$2.2M), with efti being provided by Immutep.tThe EFTISARC-NEO study is the first to evaluate efti in a neoadjuvant setting and the first to combine efti with radiotherapy. Importantly, the neoadjuvant setting allows for the impact of this novel combination to be assessed in the tumour microenvironment.
The data also showed 71.4% of patients achieved a pathologic response defined as ≥35% hyalinization/ fibrosis and 9.5% of patients achieved a complete pathologic response. Additionally, the triple combination therapy is safe with no grade ≥3 toxicities related to efti and KEYTRUDA.
In January 2025, Immutep announced that patient enrolment had been completed having reached its target of 40 patients and in May announced the trial had met its primary endpoint. The novel combination significantly exceeded the study’s prespecified median of 35% tumour hyalinization/fibrosis versus 15% for historical data from radiotherapy alone in patients with resectable STS.

The trial’s investigators at the Maria Skłodowska-Curie National Research Institute of Oncology (MSCNRIO) in Warsaw, the national reference centre for STS in Poland, plan to present detailed results from the study at the European Society for Medical Oncology (ESMO) Congress 2025 taking place 17-21 October in Berlin, Germany.

The EFTISARC-NEO study is primarily funded with a grant from the Polish government awarded by the Polish Medical Research Agency program.

Institute of Clinical Cancer Research (IKF) INSIGHT Clinical Trial Platform

 

INSIGHT-003 (Stratum C): Phase I trial in 1L non-squamous NSCL   INSIGHT-003 evaluates a triple combination therapy consisting of efti and an approved standard of care combination of chemotherapy (carboplatin and pemetrexed) and an anti-PD-1 therapy in approximately 50 patients with NSCLC adenocarcinomas.		INSIGHT is an ongoing investigator-initiated Phase I clinical trial platform exploring efti in various combination treatments. It features five different arms, from strata A to E, with active arms detailed below. The trial is being conducted by the Institute of Clinical Cancer Research (IKF) at Northwest Hospital, Frankfurt, Germany.
In January 2025, INSIGHT-003 reached its enrolment target of approximately 50 evaluable patients across multiple clinical sites in Germany led by the Frankfurt Institute of Clinical Cancer Research IKF.

 

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REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

First overall survival results were reported in November 2024. Mature data from patients with a minimum follow-up of 22 months (N=21) demonstrated results significantly exceeding historical controls and expectations. Data included a median OS of 32.9 months, median PFS of 12.7 months, and a 24-month OS rate of 81.0%. Safety remained favorable with no new safety signals reported.

In May 2025, Immutep announced a high 60.8% response rate and 90.2% disease control rate (N=51), according to RECIST1.1, had been achieved as of the data cut-off date of 6 May 2025. In patients with TPS <50% (N=47), who represent a high unmet need and over two-thirds of the 1L NSCLC population, the triple combination with efti achieved a 59.6% response rate as compared to historical control of 40.8% from KEYTRUDA and chemotherapy.4

Safety continues to be favourable with no new safety signals. Data from this trial is also expected to be presented at the European Society for Medical Oncology (ESMO) Congress 2025 during October in Berlin, as previously announced.

INSIGHT-005 (Stratum E): Phase I trial in metastatic urothelial carcinoma in collaboration with Merck KGaA, Darmstadt, Germany

INSIGHT-005 is an open-label Phase I trial evaluating the safety and efficacy of efti in combination with BAVENCIO® (avelumab) in up to 30 patients with metastatic urothelial carcinoma. The study is being conducted in collaboration with Merck KGaA, Darmstadt, Germany and Pfizer, the second collaboration agreement entered into by the parties, with joint funding from Merck KGaA and Immutep.

The clinical approach for urothelial carcinoma (UC) has shifted in the last year, with PADCEV (enfortumab vedotin) + KEYTRUDA now the standard first-line treatment. As a result, together with Merck KGaA, we are targeting a different patient group to establish efti + BAVENCIO as a standard option for more metastatic cases. Clinically, this required us to revisit the trial protocol, informed consent form (ICF), and regulatory submissions with Merck to ensure the study remains relevant and supports ongoing use of avelumab while expanding efti’s reach.

Autoimmune Disease Clinical Development

IMP761 Phase I Trial

 

During the year, Immutep received regulatory clearance from the ethics and competent authority in the Netherlands to initiate its Phase I trial of IMP761.		IMP761 is Immutep’s proprietary product candidate and the world’s first LAG-3 agonist for autoimmune diseases. LAG-3 is a promising target in autoimmune diseases due to its ability to switch off activated T cells that are damaging tissue or creating inflammatory responses and thereby restore balance to the immune system. IMP761 has the potential to treat the underlying causes of many autoimmune diseases, such as inflammatory bowel disease, rheumatoid arthritis and multiple sclerosis, rather than merely treating the symptoms.   Immutep is conducting a first-in human study of IMP761 which is a single and multiple ascending dose, placebo-controlled, double-blind, Phase I study.
In December 2024, Immutep reported favourable initial safety data from the trial in the first three of five single ascending dose cohorts in healthy participants.
In June 2025, Immutep announced positive initial efficacy data and continued favourable safety data. Through the highest dosing level of IMP761 to date (0.9 mg/kg), there have been no serious treatment-related adverse events in healthy participants, and pharmacodynamic data at this

dosing level show that inhibition of T cell infiltration in the skin at day 10 following a neoantigen rechallenge has already reached 80%. The substantial reduction in T cell activity highlights the potential efficacy of IMP761 in treating autoimmune diseases. Immutep is continuing with single ascending dose levels of 2.5, 7 and 14 mg/kg. Additional data from the Phase I trial is expected to follow in CY2025

 

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REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

IMP731: LAG-3 depleting antibody

 

Following development under an exclusive License and Research Collaboration Agreement with GSK, all development and commercialisation rights to the candidate have been returned to Immutep, effective from 30 May 2024. GSK completed the transfer of IMP731 to Immutep during the year, along with all related data and intellectual property.		IMP731 is Immutep’s LAG-3 depleting antibody. As a depleting antibody, IMP731 has a different mode of action compared to Immutep’s other LAG-3 products in development in oncology and autoimmune diseases. It was evaluated by GSK in a Phase I/Ib trial in psoriasis, an autoimmune disease, with encouraging early evidence of clinical efficacy. GSK then commenced a Phase II trial of the candidate in patients with active ulcerative colitis. While the ulcerative colitis trial was ultimately discontinued, it concluded the antibody may have potential efficacy in other non-gastrointestinal inflammatory conditions.
Immutep is examining the data from GSK and will explore options for commercialising this asset.

Preclinical Research & Development

Monash University

 

New findings that resolve how human lymphocyte activation gene 3 (LAG-3) binds to its main ligand MHC Class II (MHC-II), also known as HLA Class II (HLA-II) in humans, were published in Science Immunology in December 2024 by Monash University and Immutep. The work is also the first to show the crystal structure of a human LAG-3/MHC-II complex and provides a better foundation for development of blocking LAG-3 therapeutics, including Immutep’s anti-LAG-3 small molecule program.		Under a research collaboration agreement with Monash University, Immutep is investigating the structure of LAG-3 and how it interacts with its main ligand, MHC Class II. This work is led by Professor Jamie Rossjohn at Monash University and Immutep’s CSO, Dr Frederic Triebel. The agreement extends Immutep’s previous research collaboration agreements with Monash University signed in 2017 and 2020.

Cardiff University

 

Under its collaboration with the world leading scientists at Cardiff University, several promising compounds that block LAG-3 have been identified and continue to be investigated. The program aims to create an orally available small molecule anti-LAG-3 treatment that offers a more cost-effective alternative to the existing anti-LAG-3 monoclonal and bi-specific antibodies currently on the market or in clinical development.		Immutep has an exclusive License Agreement with Cardiff University, granting the Company the rights to develop and commercialise next-generation anti-LAG-3 small molecules. This agreement builds on years of collaboration between Immutep and Cardiff University’s expert team.

1.	Burtness, B. et al. Pembrolizumab Alone or With Chemotherapy for Recurrent/Metastatic Head and Neck Squamous Cell Carcinoma in KEYNOTE-048: Subgroup Analysis by Programmed Death Ligand-1 Combined Positive Score. Journal of Clinical Oncology 2022 40:21, 2321-2332.

2.	Burtness B. et al. Abstract LB-258: Efficacy of first-line (1L) pembrolizumab by PD-L1 combined positive score <1, 1-19, and ≥20 in recurrent and/or metastatic (R/M) head and neck squamous cell carcinoma (HNSCC): KEYNOTE-048 subgroup analysis. Cancer Res 15 August 2020; 80 (16_Supplement): LB–258.

https://doi.org/10.1158/1538-7445.AM2020-LB-258.

3.	Majem et al. Eftilagimod Alpha Plus Pembrolizumab in First-Line Metastatic Non–Small Cell Lung Cancer: Results From a PD-L1–Unselected Population in the TACTI-002 Study. JCO Oncology Advances 2025:2 DOI:10.1200/OA-24-00102.

4.	Shirish Gadgeel et al., Updated Analysis From KEYNOTE-189: Pembrolizumab or Placebo Plus Pemetrexed and Platinum for Previously Untreated Metastatic Nonsquamous Non–Small-Cell Lung Cancer. JCO 38, 1505-1517(2020). DOI:10.1200/JCO.19.03136.

 

Page | 9

REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

Out-Licensed Programs

EOC Pharma - Efti in China

While Immutep retains the commercialisation rights to efti in all other territories, EOC Pharma is its exclusive development and commercialisation partner for efti (designated EOC202) in China, Hong Kong, Macau and Taiwan. Immutep is continuing to work with EOC Pharma to support its plans to develop efti in China.

Novartis - Ieramilimab

Derived from Immutep’s IMP701 antibody, ieramilimab is a humanised LAG-3 antagonist antibody under development by Immutep’s partner, Novartis. Novartis conducted clinical trials of ieramilimab (Novartis code: LAG525) in multiple cancer indications in combination with its PD-1 inhibitor, spartalizumab.

LabCorp

Laboratory Corporation of America Holdings, known as LabCorp (NYSE: LH), is Immutep’s collaboration partner for the development of LAG-3 diagnostic products or services under a License and Collaboration Agreement. Following the receipt of initial fees from LabCorp in 2020, Immutep may be eligible to receive further revenues from commercial milestones as the collaboration progresses.

A Robust Patent Portfolio

Immutep continued to build its portfolio of patents to protect its product candidates, adding 17 new patents for efti, IMP761 and LAG525 (ieramilimab) in various territories.

Efti

Seven patents were granted for efti. This included six patents for efti in combination with a PD-1 pathway inhibitor, as follows: two in New Zealand, two in Brazil, and one in each of South Korea and Japan. Additionally, a patent was granted in Mexico directed to a binding assay for determining MHC Class II binding activity of LAG-3 protein used in characterisation of efti in GMP-grade manufacturing.

IMP761

Six patents were granted for IMP761. This included five patents for IMP761 in India, Israel, Malaysia, Philippines and South Korea. Additionally, a patent was granted in Russia directed to an assay for use in measuring the potency of IMP761, for example, as part of a quality control step in production of the agonist LAG-3 antibody.

LAG525

Four patents were granted for LAG525, namely in Australia, Taiwan, Philippines and the United States. LAG525 is exclusively licensed to Novartis by Immutep.

Corporate Summary & Financial Performance

Senior Management Changes

Immutep’s Acting Chief Medical Officer, Stephan Winckels M.D, Ph.D., has been appointed to the permanent position of Chief Medical Officer effective 1 July 2025, following the departure of Dr Florian Vogl. Stephan has over 15 years of experience in oncology drug development and has been working on efti trials as Medical Monitor or Data Monitoring Committee member for more than nine years. Effective from 1 December 2024, Christian Mueller, who has been with Immutep for over eight years, most recently as SVP Regulatory and Strategy, was promoted to Chief Development Officer.

Immutep enters the S&P/ASX 300

Recognising Immutep’s considerable growth over the years as a listed company, the Company was added to the S&P/ASX 300 index following the September quarterly review of the S&P Dow Jones Indices. Joining the S&P/ASX 300 enhances Immutep’s market visibility and supports investor confidence.

 

Page | 10

REVIEW OF OPERATIONS AND ACTIVITIES (CONTINUED)

 

Financial Performance

The Company is well funded with a strong cash and cash equivalent, and term deposit balance as at 30 June 2025 of approximately A$129.69 million, which is greater than budgeted as at the beginning of FY2025, while progressing our clinical programs within announced timeframes. The total balance consists of: 1) a cash and cash equivalent balance of A$67.41 million and; 2) bank term deposits totalling A$62.28 million, which have been recognised as short-term investments due to having maturities of more than 3 months and less than 12 months.

Immutep’s strong financial management is reflected in its disciplined approach to cash flow and budgeting, ensuring that operational and research objectives are consistently aligned with available resources. Interest income rose from A$3.88 million in FY2024 to A$5.29 million in FY2025, primarily due to prudent investment of surplus funds in term deposits, demonstrating the Company’s proactive effort to optimise returns on cash holdings without compromising liquidity for ongoing projects.

Total revenue and other income increased to A$10.33 million in FY2025, compared to A$7.84 million in the prior year. Research and development and intellectual property expenses increased from A$41.55 million in FY2024 to A$61.41 million in FY2025. The increase is mainly attributable to increases in clinical trial activity and associated expenses.

Corporate administrative expenses remained well-controlled at A$8.64 million for FY2025, a slight decrease from A$8.85 million in FY2024, highlighting a continued focus on cost efficiency across support functions.

The overall loss after tax for FY2025 was A$61,434,165, up from A$42,716,625 in FY2024, primarily reflecting the planned increase in clinical trial activities.

Immutep will continue to manage its cash balance carefully as it pursues its overall development strategy for efti and IMP761.

Outlook

The successful dosing of the first patient in our pivotal TACTI-004 Phase III trial in first line non-small cell lung cancer is one of Immutep’s most significant milestones to date. Our Phase III trial positions the Company to deliver on our mission to safely provide meaningful clinical benefits for cancer patients in need of more effective, durable therapies. As we work towards the key milestones in the TACTI-004 study, we have multiple other ongoing trials in areas of high unmet need in oncology including INSIGHT-003, TACTI-003, EFTISARC-NEO, and AIPAC-003, as well as our Phase I trial of IMP761 in autoimmune disease. This positions us to see a number of catalysts during the course of FY2026.

Collectively, our clinical strategy strongly positions Immutep or a partner to exploit efti’s broad potential.

The work done by our team over the years has built up the Company’s manufacturing capabilities, intellectual property position and importantly, delivered high quality trials that have yielded excellent results, placing the Company in the best position possible to bring efti to market for the benefit of cancer patients.

Despite tougher markets for the whole healthcare industry and a number of geopolitical challenges, we are very excited for the remainder of 2025. A great deal of work still lies ahead, and we look forward to keeping shareholders abreast of the milestones along the way.

Sincerely,

 

Mr. Marc Voigt

CEO and Executive Director

Immutep Limited

29 August 2025

 

 

Page | 11

DIRECTORS’ REPORT

The directors present their report on the consolidated entity (referred to hereafter as the ‘consolidated entity’ or ‘Group’) consisting of Immutep Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2025.

Directors

The following persons were directors of Immutep Limited during the whole of the financial year and up to the date of this report unless otherwise stated:

Dr Russell Howard (Non- Executive Chairman)

Mr Pete Meyers (Non-Executive Director & Deputy Chairman)

Mr Marc Voigt (Executive Director & Chief Executive Officer)

Prof. Frédéric Triebel (Executive Director & Chief Scientific Officer)

Ms Lis Boyce (Non-Executive Director)

Ms Anne Anderson (Non-Executive Director) resigned 4 October 2024

Principal activities

Immutep is a globally active biotechnology company that is a leader in the development of LAG-3 related immunotherapeutic products for cancer and autoimmune disease. It is dedicated to leveraging its technology and expertise to discover and develop novel immunotherapies, and to partner with leading organisations to bring innovative treatment options to the market for patients.

Its lead product candidate is eftilagimod alfa (“efti” or “IMP321”), a soluble LAG-3Ig fusion protein based on the LAG-3 immune control mechanism, which is in clinical development for the treatment of cancer.

Immutep also has:

 

•

another clinical candidate (IMP701) that is fully licensed to a major pharmaceutical partner;

 

•

a third clinical candidate (IMP731) which was licensed to a major pharmaceutical company and has been transferred back to Immutep; and

 

•

a fourth candidate (IMP761) which is now in “first in human” trials sponsored by Immutep for autoimmune disease.

Immutep is listed on the Australian Securities Exchange (IMM), and on the NASDAQ (IMMP) in the United States.

Dividends

There were no dividends paid or declared during the current or previous financial year.

Review of operations

The loss after tax for the consolidated entity amounted to $61,434,165 (30 June 2024: loss after tax of $42,716,625). The basic earnings per share for financial year 2025 is loss of 4.22 cents per share (30 Jun 2024: loss of 3.56 cents per share).

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the Group during the financial year.

Matters subsequent to the end of the financial year

On 18 July 2025, US-based Ridgeback Capital Investments L.P. exercised its last remaining convertible notes and warrants in the Company. The conversion of the remaining convertible notes resulted in the issuance of 7,441,304 ordinary shares. The exercise of 847,600 warrants was net settled and resulted in the issuance of 33,904 ordinary shares.

No other matter or circumstance has arisen since 30 June 2025, that has significantly affected the Group’s operations, results, or state of affairs, or may do so in future years.

 

Page | 12

DIRECTORS’ REPORT (CONTINUED)

 

Likely developments and expected results of operations

Information on likely developments in the operations of the consolidated entity is included in the Review of Operations and Activities on page 4. Information on the expected results of those operations in future financial years has not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.

Environmental regulation

Immutep’s activities in respect of the conduct of preclinical and clinical trials and the manufacturing of drugs are undertaken in accordance with applicable environment and human safety regulations in each of the jurisdictions in which the Company has operations. The Company is not aware of any matter that requires disclosure with respect to any significant environmental regulations in respect of its operating activities and believes that there have been no issues of non-compliance during the period.

The consolidated entity is not subject to any significant environmental regulation of its operations under Australian Commonwealth or State law.

Information on directors

 

Dr Russell Howard		-		Non-Executive Chairman
Qualifications		-		PhD
Experience and expertise		-		Dr. Russell Howard is an Australian scientist, executive manager, and entrepreneur. He was a pioneer in molecular parasitology and commercialisation of “DNA Shuffling”. He is an inventor of 9 patents and has over 140 scientific publications. After his PhD in biochemistry from the University of Melbourne, he held positions at several research laboratories, including the National Institutes of Health in the USA where he gained tenure. In industry, Dr. Howard worked at Schering-Plough’s DNAX Research Institute in Palo Alto, CA; was the President and Scientific Director of Affymax, Inc. and co-founder and CEO of Maxygen, Inc. After its spin-out from GlaxoWellcome as Maxygen’s CEO, Dr. Howard led its IPO on NASDAQ and a secondary offering, raising US$ 260 million. Maxygen developed and partnered dozens of technology applications and products over 12 years of his tenure as CEO. After leaving Maxygen in 2008, he started the Cleantech company Oakbio Inc (dba NovoNutrients) and remains involved in several innovative companies in the USA and Australia. He is currently Non-Executive Chairman of NeuClone Pty Ltd.
Date of appointment		-		Appointed as Non-Executive Director on 8 May 2013 and appointed as Non-Executive Chairman on 17 November 2017
Other current directorships		-		None
Former directorships (in the last 3 years)		-		None
Special responsibilities		-		Chair of Remuneration Committee and Member of Audit and Risk Committee
Interests in shares and options		-		Ordinary Shares – Immutep Limited		1,417,977
				Performance Rights – Immutep Limited Contractual rights of 1,573,646 performance rights to be issued by the Company if approved at 2025 AGM.		100,000 1,573,646

 

Page | 13

DIRECTORS’ REPORT (CONTINUED)

 

Mr Pete Meyers		-		Non-Executive Director and Deputy Chairman
Qualifications		-		BS, MBA
Experience and expertise		-		Pete Meyers was the Chief Financial Officer of Slayback Pharma LLC (a KKR portfolio company) until the sale of the company to Azurity Pharmaceuticals, Inc., in September 2023. Prior to joining Slayback, Mr. Meyers served in Chief Financial Officer roles at Eagle Pharmaceuticals, Inc., Motif BioSciences Inc. and TetraLogic Pharmaceuticals Corporation. Prior to his role at TetraLogic, Mr. Meyers spent 18 years in health care investment banking, holding 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. He earned a Bachelor of Science degree in Finance from Boston College and a Master of Business Administration degree from Columbia Business School.   Mr Meyers is currently a Non-Executive Director of Yamo Pharmaceuticals LLC, a privately held, development stage company whose molecule, L1-79, is the leading late-stage candidate addressing the core social-interaction deficits in individuals with autism spectrum disorder.   In addition to his for-profit, corporate board service, Mr. Meyers is also the Chairman and President of The Thomas M. Brennan Memorial Foundation, Inc., and the Vice Chairman of East End Hospice, Inc.
Date of appointment		-		Appointed as Non-Executive Director on 12 February 2014 and appointed as Non-Executive Deputy Chairman on 17 November 2017
Other current directorships		-		None
Former directorships (in the last 3 years)		-		None
Special responsibilities		-		Chairman of the Audit & Risk Committee, Member of the Remuneration Committee
Interests in shares and options		-		Ordinary Shares – Immutep Limited		3,663,284
				Performance Rights – Immutep Limited		777,778

 

Ms Lis Boyce		-		Non-Executive Director
Qualifications		-		BA LLB GAICD
Experience and expertise		-		Ms Boyce is a senior corporate lawyer with over 30 years’ experience including capital raising, strategic collaborations, corporate governance and mergers & acquisitions. She is a partner in Piper Alderman’s corporate team, and co-chairs the firm’s Life Sciences & Healthcare focus group.   Lis’s strong focus on Life Sciences is reflected in her appointment as deputy chair of AusBiotech’s AusMedtech Advisory Group, and as Chair of AusBiotech’s Leadership Committee for NSW.   Lis is a Graduate of the Australian Institute of Company Directors, and a Fellow of the Governance Institute of Australia.
Date of appointment		-		11 April 2023
Other current directorships		-		None
Former directorships (in the last 3 years)		-		None
Special responsibilities		-		Member of Remuneration Committee and Member of Audit and Risk Committee
Interests in shares and options		-		Ordinary Shares – Immutep Limited		256,621
				Performance Rights – Immutep Limited		333,334

 

Page | 14

DIRECTORS’ REPORT (CONTINUED)

 

Mr Marc Voigt		-		Executive Director & Chief Executive Officer (CEO)
Qualifications		-		MBA
Experience and expertise		-		Marc has more than 25 years of experience in the financial and biotech industry, having joined the Immutep team in 2011 as the General Manager, European Operations based in Berlin, Germany. In 2012, he became Immutep’s Chief Business Officer and Chief Financial Officer and in 2014 he became Immutep’s Chief Executive Officer. 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. Marc 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. Since 2001, Marc has been a judge and coach in BPW, Germany’s largest regional start-up initiative. He is also member of the investment committee of an Australian venture capital fund.
Date of appointment		-		9 July 2014
Other current directorships		-		None
Former directorships (in the last 3 years)		-		None
Special responsibilities		-		None
Interests in shares and options		-		Ordinary Shares – Immutep Limited		13,676,945
				ADRs – Immutep Limited		45
				Performance Rights – Immutep Limited		4,800,000

 

Prof. Frédéric Triebel		-		Executive Director & Chief Scientific Officer
Qualifications		-		M.D., Ph.D.
Experience and expertise		-		Frédéric Triebel, MD Ph.D., was the scientific founder of Immutep S.A. (2001) and served as the Scientific and Medical Director at Immutep from 2004. Before starting Immutep S.A., he was Professor in Immunology at Paris University. While working at Institut Gustave Roussy (IGR), a large cancer centre in Paris, he discovered the LAG-3 gene in 1990 and continued working on this research program since then, identifying the functions and medical usefulness of this molecule. He headed a research group at IGR while also being involved in the biological follow-up of cancer patients treated in Phase I/II immunotherapy trials. He was Director of an INSERM Unit from 1991 to 1996. First trained as a clinical haematologist, Prof. Triebel holds a Ph.D. in immunology (Paris University) and successfully developed several research programs in immunogenetics and immunotherapy, leading to 144 publications and 16 patents.
Date of appointment		-		13 September 2022
Other current directorships		-		None
Former directorships (in the last 3 years)		-		None
Special responsibilities		-		None
Interests in shares and options		-		Ordinary Shares – Immutep Limited		10,453,764
				ADRs – Immutep Limited		17,061
				Performance Rights – Immutep Limited		3,600,000

 

Page | 15

DIRECTORS’ REPORT (CONTINUED)

 

Ms Anne Anderson		-		Non-Executive Director
Qualifications		-		BEc, MAF, GAICD
Experience and expertise		-		Anne is an experienced non-executive director, chair and independent adviser. Before her NED and committee roles, she completed an executive career of over 35 years spanning the energy and global financial services sectors. She held several Managing Director roles with UBS Asset Management, including leading its Asia Pacific Fixed Income business. Anne currently serves as NED of leading Australian wealth manager, BTFM and was previously on an unlisted subsidiary Board of Ingenia Communities Group. Her portfolio of advisory and committee roles includes Member of the Advisory Board to The Treasury (Australia), Member of the EnergyCo Transmission Acceleration Facility Investment Committee for the NSW Treasury, Advisor to the REST Board Investment Committee, Independent Member of the Minderoo Foundation and E&P Financial Group Investment Committees and Member of the ASIC Consultative Panel.
Date of appointment		-		14 February 2024
Date of resignation		-		4 October 2024
Other current directorships		-		None
Former directorships (in the last 3 years)		-		None
Special responsibilities		-		Member of Audit and Risk Committee
Interests in shares and options		-		Nil*
*   Interests in shares options as at date of resignation

‘	Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

‘	Former directorships (in the last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and exclude directorships in all other types of entities, unless otherwise stated.

Meetings of directors

The number of meetings of the Company’s Board of Directors and of each board committee held during the year ended 30 June 2025, and the number of meetings attended by each director were:

 

		Full Board								Remuneration Committee								Audit and Risk Committee
		Attended				Held				Attended				Held				Attended				Held
Dr Russell Howard			9				9				1				1				2				2
Mr Pete Meyers			9				9				1				1				2				2
Mr Marc Voigt			9				9			—				—				—				—
Prof. Frédéric Triebel			9				9			—				—				—				—
Ms Lis Boyce			9				9				1				1				2				2
Ms Anne Anderson			3				3			—				—					1				1

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

 

Page | 16

DIRECTORS’ REPORT (CONTINUED)

 

Management directory

Ms Deanne Miller

Chief Operating Officer, General Counsel & Company Secretary

Ms Miller has broad commercial experience having held legal, investment banking, regulatory compliance and tax advisory positions, including, Legal Counsel at RBC Investor Services, Associate Director at Westpac Group, Legal & Compliance Manager at Macquarie Group, Regulatory Compliance Analyst at the Australian Securities and Investment Commission, and Tax Advisor at KPMG. She joined the Company as General Counsel and Company Secretary in October 2012 and was promoted to the role of Chief Operating Officer in November 2016. She has a Combined Bachelor of Laws (Honours) and Bachelor of Commerce, Accounting and Finance (double major) from the University of Sydney. She is admitted as a solicitor in NSW and member of the Law Society of NSW.

Christian Mueller

Chief Development Officer

Mr. Mueller, MSc BBA, has worked in the field of clinical development of oncology drugs in different roles for almost 2 decades and joined Immutep in 2016. Mr. Mueller worked in different functions in the clinical development sphere at different biotech companies and brings a broad expertise in the clinical development and regulatory field. He was leading successfully multiple clinical studies, cross functional teams and multiple scientific advices meetings with competent authorities around the world (e.g. FDA, EMA, PEI, CFDA etc.). After completing his Master of Science in Biotechnology at the Technical University Berlin, he joined Medical Enzymes AG where he focused on developing therapeutic enzymes for the treatment of cancer. Since 2012 he worked with Ganymed Pharmaceuticals AG in developing ideal monoclonal antibodies in the field of immune-oncology. He was responsible for the clinical program of the lead antibody (zolbetuximab-now undergoing BLA/MAA process at EMA / FDA) and successfully completed a multinational randomized phase IIb study with 200+ patients which was the core asset of a 1.2 billion USD trade sale deal with Astellas.

 

Page | 17

DIRECTORS’ REPORT (CONTINUED)

 

REMUNERATION REPORT (AUDITED)

The Directors are pleased to present the 2025 remuneration report which sets out remuneration information for Immutep Limited’s Non-Executive Directors, Executive Directors, and other key management personnel.

Directors and key management personnel disclosed in this report

 

Name		Position
Dr Russell Howard		Non-Executive Chairman
Mr Pete Meyers		Non-Executive Director and Deputy Chairman
Mr Marc Voigt		Executive Director & Chief Executive Officer
Prof. Frédéric Triebel		Executive Director & Chief Scientific Officer
Ms Lis Boyce		Non-Executive Director
Ms Anne Anderson		Non-Executive Director (resigned on 4 October 2024)
Other key management personnel
Ms Deanne Miller		Chief Operating Officer, General Counsel & Company Secretary
Christian Mueller		Chief Development Officer (joined in 2016; classified as KMP from 31 January 2025)
Dr Florian Vogl		Chief Medical Officer (resigned on 30 April 2025)

The remuneration report is set out under the following main headings:

 

A	Principles used to determine the nature and amount of remuneration

 

B	Details of remuneration

 

C	Service agreements

 

D	Share-based compensation

A. Principles used to determine the nature and amount of remuneration

Remuneration Governance

The Remuneration Committee is a committee of the board. It is primarily responsible for making recommendations to the board on:

 

•

non-Executive Director fees;

 

•

remuneration levels of executive directors and other key management personnel;

 

•

the over-arching executive remuneration framework and operation of the Executive Incentive Plan; and

 

•

key performance indicators (KPI) and performance hurdles for the executive team.

Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the long-term interests of the Company.

The Corporate Governance Statement provides further information on the role of this committee.

Non-Executive Directors’ fees

Non-executive directors’ remuneration is determined within an aggregate directors’ cash fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $500,000 per annum and was approved by shareholders at the annual general meeting on 26 November 2010.

The remuneration paid to each director is inclusive of committee fees. No retirement benefits are payable other than statutory superannuation, if applicable.

The 4th edition of the Corporate Governance Principles and Recommendations released by the ASX Corporate Governance Council (Council) specifies that it is generally acceptable for non-executive directors to receive securities as part of their remuneration to align their interest with the interests of other security holders; however, non-executive directors should not receive performance-based remuneration as it may lead to bias in their decision making and compromise their objectivity. Accordingly, as a means of attracting and retaining talented individuals, given the fiscal constraints of a development stage company, the Board has chosen to grant equity in the form of performance rights which vest based only on meeting continuous service conditions. Non-Executive Directors do not receive performance-based bonuses and prior shareholder approval is required to participate in any issue of equity.

 

 

Page | 18

DIRECTORS’ REPORT (CONTINUED)

A. Principles used to determine the nature and amount of remuneration (continued)

 

Executive remuneration policy and framework

In overseeing executive remuneration, the board aims to ensure that remuneration practices are:

 

•

competitive and reasonable, enabling the Company to attract and retain key talent from around the world;

 

•

aligned to the Company’s strategic and business objectives and the creation of shareholder value, transparent; and

 

•

justifiable to shareholders.

The executive remuneration framework has three components:

 

•

base pay and benefits including superannuation, social security payments and health insurance;

 

•

short-term performance incentives; and

 

•

long-term incentives through participation in employee option plans and the grant of performance rights.

Executive remuneration mix

In accordance with the Company’s objective to ensure that executive remuneration is aligned to Company performance, a portion of the executives’ target pay is “at risk”.

Base pay and benefits

Executives receive their base pay and benefits structured as a total employment cost (TEC) package which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion.

Independent remuneration information is obtained from sources such as independent salary surveys to ensure base pay is set to reflect the market for a comparable role. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market.

In order to obtain the experience required to achieve the Company’s goals, it has been necessary to recruit management from the international marketplace. Accordingly, executive pay is also viewed in light of the market from which our executives are recruited in order to be competitive with the relevant market.

An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executives’ contracts. Superannuation and social security contributions are paid on behalf of executives where required by law in their country of residence.

At this stage of the Company’s development, shareholder return is enhanced by the achievement of milestones in the development of the Company’s products. The Company’s Remuneration Policy is not directly based on its financial performance, rather on industry practice, given the Company operates in the biotechnology sector and the Company’s primary focus is research activities with a long-term objective of developing and commercialising the research & development results. At senior management level, performance pay is partly determined by achieving successful capital raising milestones to support the Company’s clinical programs and partly by the achievement of clinical milestones and business development activities in a manner that aligns the executive’s performance pay with value creation for shareholders.

Short-term incentives

Executives have the opportunity to earn an annual short-term incentive (STI) depending on their accountabilities and impact on the organisation. STIs may be awarded at the end of a performance review cycle for meeting group and individual milestone achievements that align to the Company’s strategic and business objectives at the discretion of the board (in the case of the CEO) or the CEO under delegated authority from the Board (in the case of other executives).

Non-cash STIs are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2024 Annual General Meeting. In light of our global operations the Board adopted the Company’s incentive arrangements to ensure that it continues to retain and motivate key executives in a manner that is aligned with shareholders’ interests. The Company’s ‘umbrella’ EIP was adopted to allow eligible executives to be granted performance rights and/or options.

 

Page | 19

DIRECTORS’ REPORT (CONTINUED)

A. Principles used to determine the nature and amount of remuneration (continued)

 

Equity incentives granted in accordance with the EIP Rules are designed to provide meaningful remuneration opportunities and reflect the importance of retaining a world-class management team. The Company endeavours to achieve simplicity and transparency in remuneration design, whilst also balancing competitive market practices in the United States, France, Germany, and Australia.

Long-term incentives

Long-term incentives (LTI) are also provided to certain employees via the EIP. The LTI is intended to:

 

•

reward high individual performance and to encourage a high-performance culture;

 

•

align the interest of executives and senior management with those of the company and shareholders;

 

•

provide the company with the means to compete for talented staff by offering remuneration that includes an equity-based component, like many of its competitors; and

 

•

assist with the attraction and retention of key personnel.

Executives and senior managers eligible to participate in the LTI are considered by the Board to be in roles that have the opportunity to significantly influence long-term shareholder value.

The Company may issue eligible participants with performance rights which entitle the holder to subscribe for or be transferred fully paid ordinary shares of the Company for no consideration. Equity-settled performance rights carry no dividend or voting rights.

The performance rights are issued to executive directors and employees for no consideration and are subject to the continuing employment and lapse upon resignation, redundancy or termination, or failure to achieve the specified performance vesting condition. The performance rights will immediately vest and become exercisable if in the Board’s opinion a vesting event occurs (as defined in the plan rules) such as a takeover bid or winding up of the Company. If the performance rights vest and are exercised, the employee receives ordinary shares in the Company for no consideration.

Voting and comments made at the Company’s 2024 Annual General Meeting

At the Company’s 2024 AGM, 92.63% “yes” votes were cast in favour on the resolution for the adoption of its remuneration report for the 2024 financial year. No shareholders made comments on the remuneration report at the 2024 AGM.

B. Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors and key management personnel (defined as those who have the authority and responsibility for planning, directing, and controlling the major activities of the consolidated entity) are set out in the following tables.

 

 

Page | 20

DIRECTORS’ REPORT (CONTINUED)

B. Details of remuneration (Continued)

Amounts of remuneration (Continued)

 

30-Jun-25		Short-term Benefits												Post- Employment Benefits				Other				Share-based Payments								Total
		Salary and fees				Cash bonus				Non Monetary Social Security*				Superannuation/ Retirement benefits				Benefits Annual Leave & Long Services Leave				Executive Performance Rights				Non-executive Performance Rights
		$				$				$				$				$				$				$				$
Dr R Howard			106,500				—				—				12,248				—				—				233,247	1,2			351,995
Mr P Meyers			25,000				—				—				—				—				—				51,481	3			76,481
Ms L Boyce			55,000				—				—				6,325												39,528	4			100,853
Ms A Anderson			46,133				—				—				5,305				—				—				(66,831	)5			(15,393	)
Mr M Voigt			546,230	**			198,935				30,270				—				74,195				324,850	6			—				1,174,480
Dr F Triebel			315,574	***			140,154				190,048				8,466				47,999				243,637	7			—				945,878
Other Key Management Personnel
Ms D Miller			300,037	****			125,000				—				48,879				44,048				162,425	7			—				680,389
Mr C Mueller*****			303,613				5,972				27,048				—				52,850				116,492	8							505,975
Dr F Vogl******			372,374				186,358				156,484				—				68,395				(199,524	)9			—				584,087
			2,070,461				656,419				403,850				81,223				287,487				647,880				257,425				4,404,745

 

*

Non-monetary benefits include compulsory employer funded social security contributions ($30,270 for Mr M Voigt, $190,048 for Dr F Triebel, $27,048 for Mr C Mueller and, $156,484 for Dr F Vogl) which are paid directly by the Company to Government authorities in line with German, Swiss and French regulations.

**	The cash salary for Mr Voigt increased by EUR35.6k p.a. effective July 2024.

***	The cash salary for Dr Triebel increased by EUR9.6k p.a. effective Aug 2024.

****	The cash salary for Ms Miller increased by AUD32.6k p.a. effective July 2024.

*****

Mr C Mueller joined the Company in 2016 (classified as KMP from 31 January 2025). Mr Mueller’s remuneration is disclosed on an annual basis, as his KMP salary commenced in December 2024 as an internal promotion, total salary, bonus and social security paid during the 5-month period as KMP was $182,395.

******

The cash salary for Dr Vogl increased by CHF5.9k p.a. effective Aug 2024.

 

1

On 1 December 2021, Dr Russell Howard was issued 339,621 performance rights to vest over 3 tranches in lieu of additional cash fees, in accordance with shareholder approval received at the AGM on 26 November 2021. As indicated in the 2021 AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $60,000 p.a. divided by $0.53 (being the 5-day VWAP up to and including 21 September 2021). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 113,207 performance rights vested on 1 December 2022 (being for service from 1 December 2021 to 30 November 2022). The second tranche of 113,207 performance rights vested on 1 December 2023 (being for service from 1 December 2022 to 30 November 2023). The third tranche of 113,207 performance rights vested on 1 December 2024 (being for service from 1 December 2023 to 30 November 2024).

On 23 November 2023, Dr Russell Howard was issued an additional 178,356 performance rights to vest over 4 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the 2023 AGM. The number of performance rights granted was calculated based on 3.57 years of directors’ fees at $16,500 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 20 July 2023). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 28,356 performance rights vested on 24 October 2023 (in recognition of service from 1 April 2023 to 23 October 2023). The second tranche of 50,000 performance rights vested on 1 December 2024 (in recognition of service from 24 October 2023 to 23 October 2024). The third tranche of 50,000 performance rights are due to vest on 1 December 2025 (in recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 50,000 performance rights are due to vest on 1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).

 

2

Dr Russell Howard will be issued 1,573,646 performance rights to vest over 4 tranches in lieu of cash for his services as a non-executive director, if approved by Shareholders at the 2025 AGM. The number of performance rights granted will be calculated based on 1 year of directors’ fees at $76,500 and 3 years of directors’ fees at $110,819 p.a. divided by $0.24 (being the 5-day VWAP up to and including the 30 June 2025) less the number of performance rights approved on 23 November 2023 with respect to overlapping service periods. However, the future fair value of the performance rights will be revised to reflect the actual prevailing share price as at the date of shareholder approval. The first tranche of performance rights will vest on 1 December 2025 (in recognition of service from 1 December 2024 to 30 November 2025. The second tranche of performance rights are due to vest on 1 December 2026 (in recognition of service from 1 December 2025 to 30 November 2026). The third tranche of performance rights are due to vest on 1 December 2027 (in recognition of service from 1 December 2026 to 30 November 2027). The fourth tranche of performance rights are due to vest on 1 December 2028 (in recognition of service from 1 December 2027 to 30 November 2028).

 

3

On 16 December 2022, Mr Pete Meyers was issued 1,166,667 performance rights to vest over 3 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the AGM on 23 November 2022. As indicated in the 2022 AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.27 (being the 5-day VWAP up to and including 12 September 2022). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 388,889 performance rights vested on 1 October 2024 (being for service from 1 October 2023 to 30 September 2024). The second tranche of 388,889 performance rights will vest on 1 October 2025 (being for service from 1 October 2024 to 30 September 2025). The third tranche of 388,889 performance rights is due to vest on 1 October 2026 (being for service from 1 October 2025 to 30 September 2026).

 

Page | 21

DIRECTORS’ REPORT (CONTINUED)

B. Details of remuneration (Continued)

Amounts of remuneration (Continued)

 

4

On 23 November 2023, Ms Lis Boyce was issued 589,955 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive director, in accordance with the shareholder approval received at the 2023 AGM. The number of performance rights granted was calculated based on 3.54 years of directors’ fees at $55,000 p.a. divided by $0.33 (being the 5-day VWAP up to and including 20 July 2023). However, the fair value of her performance rights reflects the prevailing share price at the date of shareholder approval. The first tranche of 89,954 performance rights vested on grant date (in recognition of service from 11 April 2023 to 23 October 2023). The second tranche of 166,667 performance rights vested on 1 December 2024 (in recognition of service from 24 October 2023 to 23 October 2024). The third tranche of 166,667 performance rights will vest on 1 December 2025 (in recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 166,667 performance rights are due to vest on 1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).

 

5

Ms Anne Anderson was due to be issued 615,983 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive director, if shareholders approved at the 2024 AGM. Ms Anderson resigned on 4 October 2024, and these performance rights were not issued. The share-based payment expense recognised from date of appointment to 4 October 2024 was reversed accordingly, and the Company paid the cash equivalent of the performance rights which related to the period up to the date of resignation.

 

6

On 1 December 2021, Mr Marc Voigt was issued 3,600,000 performance rights to vest over 3 tranches, in accordance with shareholder approval received at the AGM on 26 November 2021. One-third vested on 1 October 2023; one-third vested on 1 October 2024, and one-third will vest on 1 October 2025. Vesting is contingent upon the employee being continuously employed in good standing through the vesting period and dependent upon Mr Voigt meeting KPIs as determined by the Board.

On 5 December 2024, Mr Marc Voigt was issued 3,600,000 performance rights to vest over 3 tranches, in accordance with shareholder approval received at the AGM on 22 November 2024. One-third is due to vest on 1 December 2026; one-third is due to vest on 1 December 2027, and one-third is due to vest on 1 December 2028. Vesting is contingent upon the executive being continuously employed in good standing through the vesting period and dependent upon Mr Voigt meeting KPIs as determined by the Board.

All performance rights are subject to accelerated vesting according to agreed terms in each person’s contract. For other information concerning Performance Rights please refer to Section D on Share-based compensation below.

 

7

On 1 December 2021, Ms Deanne Miller and Dr Frederic Triebel were issued 1,800,000 and 2,700,000 performance rights respectively under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Ms D Miller and Dr F Triebel during the year are as follows: The first tranche representing one-third vested on 1 October 2023; the second tranche representing one-third vested on 1 October 2024 and the third tranche representing one-third will vest on 1 October 2025. Vesting is contingent upon the executives being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are subject to accelerated vesting according to the agreed terms of each person’s contract.

On 5 December 2024, Ms Deanne Miller and Dr Frederic Triebel were issued 1,800,000 and 2,700,000 performance rights respectively under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Ms D Miller and Dr F Triebel during the year are as follows: The first tranche representing one-third is due to vest on 1 December 2026; the second tranche representing one-third is due to vest on 1 December 2027 and third tranche representing one-third is due to vest on 1 December 2028. Vesting is contingent upon the executives’ being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are subject to accelerated vesting according to the agreed terms of Ms Miller and Dr Triebel’s contracts.

 

8

On 1 December 2021, Mr C Mueller was issued 1,400,000 performance rights under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Mr C Mueller during the year are as follows: The first tranche representing one-third vested on 1 October 2023; the second tranche representing one-third vested on 1 October 2024 and the third tranche representing one-third will vest on 1 October 2025. Vesting is contingent upon the executives’ being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are subject to accelerated vesting according to the agreed terms of Mr Mueller’s contract.

On 5 December 2024, Mr C Mueller was issued 1,400,000 performance rights respectively under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Mr C Mueller during the year are as follows: The first tranche representing one-third is due to vest on 1 December 2026; the second tranche representing one-third is due to vest on 1 December 2027 and third tranche representing one-third is due to vest on 1 December 2028. Vesting is contingent upon the executive’s being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are subject to accelerated vesting according to the agreed terms of Mr Mueller’s contract.

 

9

On 31 January 2024, Dr F Vogl was issued 1,343,856 performance rights under the Executive Incentive Plan (EIP). The first tranche representing one-third was due to vest on 1 October 2024 (and did not vest); the second tranche representing one-third was due to vest on 1 October 2025 and the third tranche representing one-third was due to vest on 1 October 2026. Vesting was contingent upon the executive’s being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights were subject to accelerated vesting according to agreed terms in Dr Vogl’s contract. Dr Vogl resigned on 30 April 2025, and these performance rights lapsed. The share-based payment expense recognized from date of appointment was reversed accordingly. All performance rights for all three tranches were forfeited due to not meeting vesting conditions.

KPIs for executive KMPs are related to the following:

Mr Marc Voigt

 

•

Sourcing and conversion of business development opportunities;

 

•

Managing and securing funds to achieve company goals;

 

•

Effective management of international stakeholder communications within an ASX & NASDAQ dual listed environment; and

 

•

Overseeing the Group’s pre-clinical and clinical trials and the associated organisational growth.

Dr Frederic Triebel

 

•

Scientific objectives relating to preclinical and clinical development and collaborations with external parties;

 

•

objectives relating to clinical regulatory affairs ; and

 

•

Investor relations objectives to assist with raising awareness and understanding of the Company’s LAG-3 candidates.

 

•

Objectives relating to manufacturing continuity

 

Page | 22

DIRECTORS’ REPORT (CONTINUED)

B. Details of remuneration (Continued)

Amounts of remuneration (Continued)

 

Ms Deanne Miller

 

•

Compliance objectives relating to management of legal and regulatory obligations and communications within an ASX & NASDAQ dual listed environment;

 

•

Corporate development objectives relating to the management of key relationships and communications with collaboration partners; and

 

•

Investor relations and financial objectives to support execution of company goals.

Dr Florian Vogl

 

•

Medical positioning of eftilagimod alfa;

 

•

Clinical operations; and

 

•

Ensure a positive public awareness of the company.

Mr C Mueller

 

•

Regulatory, strategical and operational objectives in drug development;

 

•

Clinical operations; and

 

•

Investor relations objectives to assist with raising awareness and understanding of the Company’s LAG-3 candidates.

For vesting details of the other Performance Rights please refer to Section D on Share-based compensation below.

 

Page | 23

DIRECTORS’ REPORT (CONTINUED)

B. Details of remuneration (Continued)

Amounts of remuneration (Continued)

 

30-Jun-24		Short-term Benefits												Post- Employment Benefits				Other				Share-based Payments								Total
		Salary and fees				Cash bonus				Non Monetary Social Security*				Superannuation/ Retirement benefits				Benefits Annual Leave & Long Services Leave				Executive Performance Rights				Non-executive Performance Rights
		$				$				$				$				$				$				$				$
Dr R Howard			106,500				—				—				11,715				—				—				45,304	1			163,519
Mr P Meyers			25,000				—				—				—				—				—				113,712	2,3			138,712
Ms L Boyce			55,000				—				—				6,050												83,714	4			144,764
Ms A Anderson			20,862				—				—				2,295				—				—				66,831	5			89,988
Mr M Voigt			477,012				150,978				27,870				—				60,976				347,833	6			—				1,064,669
Dr F Triebel			294,493				93,844				163,043				7,349				42,047				263,660	7			—				864,436
Other Key Management Personnel
Ms D Miller			258,923	**			100,000				—				39,482				27,835				138,993	7			—				565,233
Dr F Vogl***			507,125				—				172,873				—				76,301				199,524	8			—				955,823
			1,744,915				344,822				363,786				66,891				207,159				950,010				309,561				3,987,144

 

*	Non-monetary benefits include compulsory employer funded social security contributions ($27,870 for Mr M Voigt, $172,873 for Dr F Vogl and $163,043 for Dr F Triebel) which are paid directly by the Company to Government authorities in line with German, Swiss and French regulations.

**	The cash salary for Ms Miller increased by AUD12.7k p.a. effective March 2024.

***	Dr Florian Vogl appointed 1 May 2023; classified as KMP from 1 November 2023.

 

1

On 1 December 2021, Dr Russell Howard was issued 339,621 performance rights to vest over 3 tranches in lieu of additional cash fees, in accordance with shareholder approval received at the AGM on 26 November 2021. As indicated in the 2021 AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $60,000 p.a. divided by $0.53 (being the 5-day VWAP up to and including 21 September 2021). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 113,207 performance rights vested on 1 December 2022 (being for service from 1 December 2021 to 30 November 2022). The second tranche of 113,207 performance rights vested on 1 December 2023 (being for service from 1 December 2022 to 30 November 2023). The third tranche of 113,207 performance rights vested on 1 December 2024 (being for service from 1 December 2023 to 30 November 2024).

On 23 November 2023, Dr Russell Howard was issued an additional 178,356 performance rights to vest over 4 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the 2023 AGM. The number of performance rights granted was calculated based on 3.57 years of directors’ fees at $16,500 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 20 July 2023). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 28,356 performance rights vested on 24 October 2023 (in recognition of service from 1 April 2023 to 23 October 2023). The second tranche of 50,000 performance rights vested 1 December 2024 (in recognition of service from 24 October 2023 to 23 October 2024). The third tranche of 50,000 performance rights are due to vest on 1 December 2025 (in recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 50,000 performance rights are due to vest on 1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).

 

2

On 2 December 2019, Mr Pete Meyers was issued 1,500,000 performance rights to vest over 3 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the AGM on 1 November 2019. As indicated in the 2019 AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.21 (being the closing share price on 14 August 2019). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 500,000 performance rights vested on 1 October 2021 (being for service from 1 October 2020 to 30 September 2021). The second tranche of 500,000 performance rights vested on 1 October 2022 (being for service from 1 October 2021 to 30 September 2022). The third tranche of 500,000 performance rights vested on 1 October 2023 (being for service from 1 October 2022 to 30 September 2023).

 

3

On 16 December 2022, Mr Pete Meyers was issued 1,166,667 performance rights to vest over 3 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the AGM on 23 November 2022. As indicated in the 2022 AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.27 (being the 5-day VWAP up to and including 12 September 2022). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 388,889 performance rights vested on 1 October 2024 (being for service from 1 October 2023 to 30 September 2024). The second tranche of 388,889 performance rights are due to vest on 1 October 2025 (being for service from 1 October 2024 to 30 September 2025). The third tranche of 388,889 performance rights is due to vest 1 October 2026 (being for service from 1 October 2025 to 30 September 2026).

 

Page | 24

DIRECTORS’ REPORT (CONTINUED)

B. Details of remuneration (Continued)

Amounts of remuneration (Continued)

 

4

On 23 November 2023, Ms Lis Boyce was issued 589,955 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive director, in accordance with the shareholder approval received at the 2023 AGM. The number of performance rights granted was calculated based on 3.54 years of directors’ fees at $55,000 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 20 July 2023). However, the fair value of her performance rights reflects the prevailing share price at the date of shareholder approval. The first tranche of 89,954 performance rights vested on grant date (in recognition of service from 11 April 2023 to 23 October 2023). The second tranche of 166,667 performance rights vested on 1 December 2024 (in recognition of service from 24 October 2023 to 23 October 2024). The third tranche of 166,667 performance rights are due to vest on 1 December 2025 (in recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 166,667 performance rights are due to vest on 1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).

 

5

Ms Anne Anderson was to be issued 615,983 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive director, if shareholders approved at the 2024 AGM. As indicated in the Appendix 3X released to ASX on the date of Ms Anderson’s appointment on 14 February 2024, the number of performance rights granted will be calculated based on 3.7 years of directors’ fees at $55,000 p.a. divided by the 5-day VWAP to a date which will be specified in the notice of meeting for shareholder approval. However, the future fair value of the performance rights will be revised to reflect the actual prevailing share price as at the date of shareholder approval. The first tranche of performance rights was due to vest on grant date (in recognition of service from 14 February 2024 to the date of shareholder approval at the 2024 AGM). The second tranche of performance rights was due to vest on 1 December 2025 (in recognition of service from 2024 AGM date to 30 November 2025). The third tranche of performance rights was due to vest on 1 December 2026 (in recognition of service from 1 December 2025 to 30 November 2026). The fourth tranche of performance rights was due to vest on 1 December 2027 (in recognition from 1 December 2026 to 30 November 2027). However, Ms Anderson resigned from the Board on 4 October 2024 and so the grant of performance rights was not put to the 2024 AGM.

 

6

On 1 December 2021, Mr Marc Voigt was issued 3,600,000 performance rights to vest over 3 tranches, in accordance with shareholder approval received at the AGM on 26 November 2021. One-third vested on 1 October 2023; one-third vested on 1 October 2024 and one-third is due to vest on 1 October 2025. Vesting is contingent upon the employee being continuously employed in good standing through the vesting period and dependent upon Mr Voigt meeting KPIs as determined by the Board.

All performance rights are subject to accelerated vesting according to agreed terms in each person’s contract. For other information concerning the Performance Rights please refer to Section D on Share-based compensation below.

 

7

On 1 December 2021, Ms Deanne Miller and Dr Frederic Triebel were issued 1,800,000 and 2,700,000 performance rights respectively under the Executive Incentive Plan (EIP). The vesting date for the Performance Rights issued to Ms D Miller and Dr F Triebel during the year are as follows: The first tranche representing one-third vested on 1 October 2023; the second tranche representing one-third vested on 1 October 2024 and the third tranche representing one-third is due to vest on 1 October 2025. Vesting is contingent upon the executives being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights are subject to accelerated vesting according to the agreed terms of Ms Miller and Dr Triebel’s contracts.

 

8

On 31 January 2024, Dr F Vogl was issued 1,343,856 performance rights under the Executive Incentive Plan (EIP). The first tranche representing one-third was due to vest on 1 October 2024 (and did not vest); the second tranche representing one-third was due to vest on 1 October 2025 and the third tranche representing one-third was due to vest on 1 October 2026. Vesting was contingent upon the executive’s being continuously employed in good standing through the vesting period and meeting KPIs. The performance rights were subject to accelerated vesting according to agreed terms in Dr Vogl’s contract. Dr Vogl resigned on 30 April 2025, and these performance rights lapsed. The share-based payment expense recognized from date of appointment was reversed accordingly. All performance rights for all three tranches were forfeited due to not meeting vesting conditions.

KPIs for executive KMPs are related to the following:

Mr Marc Voigt

 

•

Sourcing and conversion of business development opportunities;

 

•

Managing and securing funds to achieve company goals;

 

•

Effective management of international stakeholder communications within an ASX & NASDAQ dual listed environment; and

 

•

Pre-clinical and clinical trials and global organisational growth.

Dr Frederic Triebel

 

•

Medical objectives relating to clinical trials, regulatory affairs and manufacturing;

 

•

Scientific objectives relating to preclinical development and collaborations with external parties; and

 

•

Investor relations objectives to assist with raising awareness and understanding of the Company’s LAG-3 candidates.

Ms Deanne Miller

 

•

Compliance objectives relating to management of legal and regulatory obligations and communications within an ASX & NASDAQ dual listed environment;

 

•

Corporate development objectives relating to the management of key relationships and communications with collaboration partners; and

 

•

Investor relations and financial objectives to support execution of company goals.

Dr Florian Vogl

 

•

Medical positioning of eftilagimod alfa;

 

•

Clinical operations; and

 

•

Ensure positive public awareness of the company

KPIs related to tranche 2 and tranche 3 were subsequently agreed after 30 June 2024 and accordingly the fair value for these tranches were determined based on the market share price as at 30 June 2024. The value will be reassessed at each reporting date until grant date has been identified.

For vesting details of the other Performance Rights please refer to Section D on Share-based compensation below.

 

Page | 25

DIRECTORS’ REPORT (CONTINUED)

B. Details of remuneration (Continued)

Amounts of remuneration (Continued)

 

The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:

 

Name		Fixed remuneration								At risk – STI								At risk – LTI
		2025				2024				2025				2024				2025				2024
Non-Executive directors
Dr R Howard			100	%			100	%			—				—				—				—
Mr P Meyers			100	%			100	%			—				—				—				—
Ms L Boyce			100	%			100	%			—				—				—				—
Ms A Anderson			100	%			100	%			—				—				—				—
Executive directors
Mr M Voigt			55	%			53	%			17	%			14	%			28	%			33	%
Dr F Triebel			59	%			59	%			15	%			11	%			26	%			30	%
Other Key Management Personnel
Ms D Miller			58	%			58	%			18	%			18	%			24	%			25	%
Mr Christian Mueller*			76	%			n/a				1	%			n/a				23	%			n/a
Dr F Vogl			76	%			79	%			24	%			—				0	%			21	%

 

*	Mr Mueller was appointed KMP on 31 January 2025. Comparative information may not be aligned to the remuneration policies disclosed in this report.

C. Service agreements

Remuneration and other terms of employment for executive key management personnel are formalised in service agreements. The service agreements specify the components of remuneration, benefits, and notice periods. Participating in the STI and LTI plans is subject to the Board’s discretion. Compensation paid to key management personnel is determined by the CEO and approved by the Board on an annual basis with reference to market salary surveys. Details of the current terms of these agreements are below. Unless stated otherwise, all salaries quoted below are as at 30 June 2025.

 

Mr Marc Voigt		-		Executive Director & CEO
Agreement commenced:		-		9 July 2014
Details		-		The initial term was for a period of 3 years. The term was subsequently extended again for an additional term that will expire on 9 July 2032, unless terminated earlier by either party in accordance with the Agreement. Each party is to provide at least 6 months’ notice of its intention to extend the term of the contract. The contract can be terminated by the company giving 12 months’ notice or by Marc giving 6 months’ notice. Immutep may make payments in lieu of the period of notice, or for any unexpired part of that notice period.
Base salary		-		EUR 325,000

 

Ms Deanne Miller		-		Chief Operating Officer, General Counsel & Company Secretary
Agreement commenced:		-		17 October 2012
Details		-		The agreement can be terminated with 6 months’ notice. Immutep may make payments of base salary in lieu of notice period.
Base salary		-		AUD 300,037

 

Page | 26

DIRECTORS’ REPORT (CONTINUED)

C. Service agreements (Continued)

 

Dr Frédéric Triebel		-		Executive Director & Chief Scientific Officer
Agreement commenced:		-		12 December 2014
Details		-		Each of the parties may terminate the employment contract and the present Amendment, subject to compliance with the law and the Collective Bargaining Agreement (“CBA”) and notably to a 6-month notice period as set forth in the CBA. The party which fails to comply with the notice period provisions shall be liable to pay the other an indemnity equal to the salary for the remainder of the notice period.
Base salary		-		EUR 188,400
Mr Christian Mueller		-		Chief Development Officer
Agreement commenced:		-		1 December 2024
Details		-		The agreement can be terminated with 3 months’ notice. Immutep may make payments of base salary in lieu of notice period.
Base salary		-		EUR 231,500
Dr Florian Vogl		-		Chief Medical Officer
Agreement commenced:		-		1 May 2023
Details		-		The agreement can be terminated with 3 months’ notice. Immutep may make payments of base salary in lieu of notice period.
Base salary		-		CHF 300,900

Under the cash bonus scheme approved by the Board of directors in February 2020, Mr Marc Voigt, Dr Frederic Triebel and Ms Deanne Miller are each entitled to a cash bonus of A$300,000 and Mr Christian Mueller is entitled to a cash bonus of A$150,000 conditional on meeting predetermined KPIs that are designed to support our corporate strategy to develop product candidates to sell, license or partner with large pharmaceutical companies at key value inflection points or on a change of control. As at 30 June 2025, no obligation has arisen for recognition.

Key management personnel have no entitlement to termination payments in the event of removal for misconduct or gross negligence.

D. Share-based compensation

Issue of shares

There were no shares directly issued to directors and key management personnel as part of compensation during the year ended 30 June 2025. During the year 6,816,947 performance rights were exercised and 6,816,947 ordinary shares were issued on exercise.

Options

There are no options which were granted in prior years which affected remuneration in this financial year or future reporting years.

Shares provided on exercise of remuneration options

No ordinary shares in the Company have been issued as a result of the exercise of remuneration options by a director or key management personnel.

 

Page | 27

DIRECTORS’ REPORT (CONTINUED)

D. Share-based compensation(Continued)

 

Performance rights

The terms and conditions of each grant of performance rights affecting remuneration of key management personnel in this financial year or future reporting years are as follows. All performance rights movement and fair value in the table are shown on post share consolidation basis.

 

Grant date *		Type of performance right granted		Vesting date and exercisable date		Number of performance rights		Value per right at grant date($)		Vested and exercised 30 June 2025 (%)
1 Dec 21(a)		LTI – Tranche 1		1 Oct 23		1,500,000		0.490		100
1 Dec 21(a)		LTI – Tranche 2		1 Oct 24		1,500,000		0.315		100
1 Dec 21(a)		LTI – Tranche 3		1 Oct 25		1,500,000		0.315		—
1 Dec 21(c)		LTI – Tranche 2		1 Dec 23		113,207		0.490		100
1 Dec 21(c)		LTI – Tranche 3		1 Dec 24		113,207		0.490		100
1 Dec 21(a)		LTI – Tranche 1		1 Oct 23		1,200,000		0.490		100
1 Dec 21(a)		LTI – Tranche 2		1 Oct 24		1,200,000		0.315		100
1 Dec 21(a)		LTI – Tranche 3		1 Oct 25		1,200,000		0.315		—
1 Dec 21(a)		LTI – Tranche 3		1 Oct 25		466,666		0.290		—
21 Dec 22(c)		LTI – Tranche 1		1 Oct 24		388,889		0.310		100
21 Dec 22(c)		LTI – Tranche 2		1 Oct 25		388,889		0.310		—
21 Dec 22(c)		LTI – Tranche 3		1 Oct 26		388,889		0.310		—
24 Oct 24(c)		LTI – Tranche 1		24 Oct 23		28,356		0.315		100
24 Oct 24(c)		LTI – Tranche 2		1 Dec 24		50,000		0.315		100
24 Oct 24(c)		LTI – Tranche 3		1 Dec 25		50,000		0.315		—
24 Oct 24(c)		LTI – Tranche 4		1 Dec 26		50,000		0.315		—
24 Oct 24(c)		LTI – Tranche 1		24 Oct 23		89,954		0.315		100
24 Oct 24(c)		LTI – Tranche 2		1 Dec 24		166,667		0.315		100
24 Oct 24(c)		LTI – Tranche 3		1 Dec 25		166,667		0.315		—
24 Oct 24(c)		LTI – Tranche 4		1 Dec 26		166,667		0.315		—
31 Jan 24(a)		LTI – Tranche 1		1 Oct 24		447,952		0.350		forfeited
31 Jan 24(b)		LTI – Tranche 2		1 Oct 25		447,952		0.350		forfeited
31 Jan 24(b)		LTI – Tranche 3		1 Oct 26		447,952		0.350		forfeited
22 Nov 24(a)		LTI – Tranche 1		1 Dec 26		1,500,000		0.305		—
22 Nov 24(a)		LTI – Tranche 2		1 Dec 27		1,500,000		0.305		—
22 Nov 24(a)		LTI – Tranche 3		1 Dec 28		1,500,000		0.305		—
22 Nov 24(a)		LTI – Tranche 1		1 Dec 26		1,200,000		0.305		—
22 Nov 24(a)		LTI – Tranche 2		1 Dec 27		1,200,000		0.305		—
22 Nov 24(a)		LTI – Tranche 3		1 Dec 28		1,200,000		0.305		—
22 Nov 24(a)		LTI – Tranche 1		1 Dec 26		466,667		0.305		—
22 Nov 24(a)		LTI – Tranche 2		1 Dec 27		466,667		0.305		—
22 Nov 24(a)		LTI – Tranche 3		1 Dec 28		466,667		0.305		—

 

(a)	Performance hurdles based on individual KPIs have been set for performance rights granted.

(b)	No performance hurdles have been set with respect to these performance rights granted.

(c)	Performance hurdles are not relevant to these performance rights granted to non-executive directors.

*	In addition to meeting the performance hurdles set, the participant must be employed by the company on the vesting date. Performance rights granted under the plan carry no dividend or voting rights. When exercisable, each performance right is convertible into one ordinary share.

 

Page | 28

DIRECTORS’ REPORT (CONTINUED)

D. Share-based compensation (Continued)

 

Details of bonuses and share-based compensation

Details of performance rights over ordinary shares in the Company provided as remuneration to each director and each of the key management personnel are set out below. The table further shows the percentages of the performance rights granted under the Executive Incentive Plan that vested and/or were forfeited during the year.

For each cash bonus and grant of performance rights included in the tables on pages 21 to 25, the percentage of the available bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because the person did not meet the vesting criteria is set out below.

 

Name		Cash bonus								Share-based compensation benefits (performance rights)
		Paid				For-feited				Year granted				No Granted				Value of rights at grant date				Vested				Number of rights vested and exercisable during the year				Value of rights at exercise date******				For-feited				Financial years in which rights may vest
		%				%												$				%								$				%
Dr R Howard			—				—				2021 2023	*  *			339,621 178,356				166,414 57,074				100 44				113,207 50,000				74,717 25,858				—  —				2023, 2024, 2025 2024, 2025, 2026 & 2027
Mr P Meyers			—				—				2022	**			1,166,667				361,667				33				388,889				130,278				—				2025, 2026, & 2027
Ms L Boyce			—				—				2023	***			589,955				188,786				43				166,667				84,685				—				2024, 2025, 2026 & 2027
Mr M Voigt			100				—				2021 2024	****  ****			3,600,000 3,600,000				1,764,000 1,098,000				67 —				1,200,000 —				624,000 —				—  —				2024, 2025, 2026 2027, 2028 & 2029
Dr F Triebel			100				—				2021 2024	****  ****			2,700,000 2,700,000				1,323,000 823,500				67 —				900,000 —				468,000 —				—  —				2024, 2025, 2026 2027, 2028 & 2029
Ms D Miller			100				—				2021 2024	****  ****			1,800,000 1,800,000				882,000 549,000				67 —				600,000 —				357,000 —				—				2024, 2025, 2026 2027, 2028 & 2029
Dr C Mueller			100				—				2021 2024	****  ****			1,400,000 1,400,000				434,000 427,000				67 —				466,667 —				156,333 —				—				2024, 2025, 2026 2027, 2028 & 2029
Dr F Vogl			100				—				2023	*****			1,343,856				421,075				—				—				—				100				2025, 2026, & 2027

 

*

On 1 December 2021, Dr Russell Howard was issued 339,621 performance rights in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the AGM on 26 November 2021. The first tranche of 113,207 performance rights vested on 1 December 2022 (being for continued service from 1 December 2021 to 30 November 2022). The second tranche of 113,207 performance rights vested on 1 December 2023 (being for continued service from 1 December 2022 to 30 November 2023). The third tranche of 113,207 performance rights vested on 1 December 2024 (being for continued service from 1 December 2023 to 30 November 2024).

On 23 November 2023, Dr Russell Howard was issued an additional 178,356 performance rights to vest over 4 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the 2023 AGM. The number of performance rights granted was calculated based on 3.57 years of directors’ fees at $16,500 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 20 July 2023). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 28,356 performance rights vested on 24 October 2023 (in recognition of service from 1 April 2023 to 23 October 2023). The second tranche of 50,000 performance rights vested on 1 December 2024 (in recognition of service from 24 October 2023 to 23 October 2024). The third tranche of 50,000 performance rights are due to vest on 1 December 2025 (in recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 50,000 performance rights are due to vest on 1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).

Dr Russell Howard will be issued 1,573,646 performance rights to vest over 4 tranches in lieu of cash for his services as a non-executive director, if approved by Shareholders at the 2025 AGM. The number of performance rights granted will be calculated based on 1 year of directors’ fees at $76,500 and 3 years of directors’ fees at $110,819 p.a. divided by $0.24 (being the 5-day VWAP up to and including the 30 June 2025) less the number of performance rights approved on 23 November 2023 with respect to overlapping service periods. However, the future fair value of the performance rights will be revised to reflect the actual prevailing share price as at the date of shareholder approval. The first tranche of performance rights will vest on grant date (in recognition of service from 1 December 2024 to 30 November 2025. The second tranche of performance rights are due to vest on 1 December 2026 (in recognition of service from 1 December 2025 to 30 November 2026). The third tranche of performance rights are due to vest on 1 December 2027 (in recognition of service from 1 December 2026 to 30 November 2027). The fourth tranche of performance rights are due to vest on 1 December 2028 (in recognition of service from 1 December 2027 to 30 November 2028).

 

**

On 16 December 2022, Mr Pete Meyers was issued 1,166,667 performance rights to vest over 3 tranches in lieu of cash for his services as a non-executive director, in accordance with shareholder approval received at the AGM on 23 November 2022. As indicated in the 2022 AGM notice of meeting, the number of performance rights was calculated based on 3 years of directors’ fees at $105,000 p.a. divided by $0.27 (being the 5-day VWAP up to and including 12 September 2022). However, the fair value of his performance rights reflects the prevailing share price as at the date of shareholder approval. The first tranche of 388,889 performance rights vested on 1 October 2024 (being for service from 1 October 2023 to 30 September 2024). The second tranche of 388,889 performance rights will vest on 1 October 2025 (being for service from 1 October 2024 to 30 September 2025). The third tranche of 388,889 performance rights are due to vest on 1 October 2026 (being for service from 1 October 2025 to 30 September 2026).

 

Page | 29

DIRECTORS’ REPORT (CONTINUED)

D. Share-based compensation (Continued)

 

***

On 23 November 2023, Ms Lis Boyce was issued 589,955 performance rights to vest over 4 tranches in lieu of cash for her services as a non-executive director, in accordance with the shareholder approval received at the 2023 AGM. The number of performance rights granted was calculated based on 3.54 years of directors’ fees at $55,000 p.a. divided by $0.33 (being the 5-day VWAP up to and including the 20 July 2023). However, the fair value of her performance rights reflects the prevailing share price at the date of shareholder approval. The first tranche of 89,954 performance rights vested on grant date (in recognition of service from 11 April 2023 to 23 October 2023). The second tranche of 166,667 performance rights vested on 1 December 2024 (in recognition of service from 24 October 2023 to 23 October 2024). The third tranche of 166,667 performance rights will vest on 1 December 2025 (in recognition of service from 24 October 2024 to 23 October 2025). The fourth tranche of 166,667 performance rights are due to vest on 1 December 2026 (in recognition of service from 24 October 2025 to 23 October 2026).

 

****	Performance rights were granted under the EIP. Long-term incentive performance rights vest in three tranches as follows:

 

•

1/3 vested on 1 October 2023

 

•

1/3 vested on 1 October 2024

 

•

1/3 will vest on 1 October 2025

Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance rights are subject to accelerated vesting according to agreed terms in each person’s contract.

 

 

*****

Performance rights were granted under the EIP. Long-term incentive performance rights were due to vest in three tranches, one third on 1 Oct 2024, one third on 1 Oct 2025 and one third on 1 Oct 2026. These performance rights lapsed on the resignation of Dr F Vogl on 30 April 2025.

 

******

The value at the exercise date of performance rights that were granted as part of remuneration and were exercised during the year has been determined as the intrinsic value of the performance rights at that date.

Equity instruments held by key management personnel

The tables on the following page show the number of:

(i) Options to be issued ordinary shares in the company

(ii) Performance rights for the issue of ordinary shares in the company

Shares in the company that were held during the financial year by key management personnel of the Group, including their close family members and entities related to them. There were no shares granted during the reporting period as compensation.

(i) Option holdings

There were no options holdings held and no movements during the financial year ended 30 June 2025.

(ii) Performance Rights holdings

 

2025		Balance at start of the year				Granted				Exercised				Other Changes				Balance at end of the year				Vested and exercisable				Unvested
Performance rights over ordinary shares
Dr Russell Howard			404,770				—				(304,770	)			—				100,000				—				100,000
Mr Pete Meyers			1,166,667				—				(388,889	)			—				777,778				—				777,778
Mr Marc Voigt			3,600,000				3,600,000				(2,400,000	)			—				4,800,000				—				4,800,000
Dr Frédéric Triebel			2,700,000				2,700,000				(1,800,000	)			—				3,600,000				—				3,600,000
Ms Anne Anderson			—				—				—				—				—				—				—
Ms Lis Boyce			589,955				—				(256,621	)			—				333,334				—				333,334
Ms Deanne Miller			1,800,000				1,800,000				(1,200,000	)			—				2,400,000				—				2,400,000
Mr Christian Mueller*			933,333				1,400,000				(466,667	)			—				1,866,666				—				1,866,666
Dr Florian Vogl			1,343,856				—				—				(1,343,856	)**			—				—				—
			12,538,581				9,500,000				(6,816,947	)			(1,343,856	)			13,877,778				—				13,877,778

 

*	Performance rights held before being appointed as key management personnel.

**	The performance rights have been forfeited.

 

Page | 30

DIRECTORS’ REPORT (CONTINUED)

D. Share-based compensation (Continued)

 

(iii) Ordinary Share holdings

 

2025		Balance at start of the year				Received during the year on exercise of performance rights				Received during the year on the exercise of options				Other changes during the year#				Balance at end of the year
Ordinary shares
Dr Russell Howard			1,113,207				304,770				—				—				1,417,977
Mr Pete Meyers			3,274,395				388,889				—				—				3,663,284
Mr Marc Voigt			11,247,445				2,400,000				—				29,500				13,676,945
Dr Frédéric Triebel			8,653,764				1,800,000				—				—				10,453,764
Ms Anne Anderson			—				—				—				—				—
Ms Lis Boyce			—				256,621				—				—				256,621
Ms Deanne Miller			2,067,305				1,200,000				—				(800,000	)			2,467,305
Mr Christian Mueller			2,840,715	*			466,667	*			—				—				3,307,382
Dr Florian Vogl			—				—				—				—				—
Total ordinary shares			29,196,831				6,816,947				—				(770,500	)			35,243,278
ADRs
Mr Marc Voigt			45				—				—				—				45
Dr Frédéric Triebel			17,061				—				—				—				17,061
Total ADR			17,106				—				—				—				17,106

 

#	Other changes during the year include market acquisitions and/or disposals.

*	Shares held before being appointed as key management personnel.

E. KMP Executive Remuneration Outcomes, Including Link to Performance

Given the company’s stage of development, financial metrics (such as earnings or profitability) are not necessarily an appropriate measure of executive performance. The company’s remuneration policy aligns executive rewards with the interests of shareholders. The primary focus is on growth in shareholder value through the achievement of development, regulatory and commercial milestones, and therefore performance goals are not necessarily linked to typical financial performance measures utilised by companies operating in other market segments. However, the Board recognises that, although the listed biotech sector is highly volatile, share price performance is relevant to the extent that it reflects shareholder returns. Accordingly, KPIs for KMPs include investor relations objectives and effective management of stakeholder communications within an ASX & NASDAQ dual listed environment. Details of share price, and earnings over the last 5 years are detailed in the table below. No dividends have been paid in the last 5 years.

 

		FY25				FY24				FY23				FY22				FY21
Closing share price 30 June		$	0.24			$	0.30			$	0.32			$	0.29			$	0.55
Share price high		$	0.41			$	0.49			$	0.37			$	0.70			$	0.70
Share price low		$	0.23			$	0.26			$	0.23			$	0.29			$	0.15
Loss after income tax expense for the year ($ Million)			(61.43	)			(42.72	)			(39.90	)			(32.21	)			(29.90	)

This concludes the remuneration report, which has been audited.

 

 

Page | 31

DIRECTORS’ REPORT (CONTINUED)

 

Shares under option

No unissued ordinary shares of Immutep Limited are under option at the date of this report since the following options were exercised on 18 July 2025.

 

Date options granted

Expiration Date

Exercise Price

Number

Listed/Unlisted Options

5 August 2015

4 August 2025

$

0.248

847,600

Unlisted

847,600

No option holder has any right under the options to participate in any other share issue of the Company or any other entity.

Subsequent to balance sheet date, these warrants have been converted to fully paid ordinary shares via a cashless exercise by the holder as disclosed in notes to the financial statements.

Indemnity and insurance of officers

During the financial year, the Company paid a premium to insure the directors and officers of the Company and its controlled entities.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings.

This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company.

Indemnity and insurance of auditor

The Company has not during or since the end of this financial year indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

 

Page | 32

DIRECTORS’ REPORT (CONTINUED)

 

Non-audit services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important.

During the financial years 2025 and 2024, no fee was paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms.

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 34.

Auditor

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

This report is made in accordance with a resolution of directors.

On behalf of the directors

 

Dr Russell Howard

Chairman

Sydney

29 August 2025

 

 

Page | 33

Auditor’s Independence Declaration

As lead auditor for the audit of Immutep Limited for the year ended 30 June 2025, I declare that to the best of my knowledge and belief, there have been:

 

a.	no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

 

b.	no contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Immutep Limited and the entities it controlled during the period.

 

Jason Hayes		Sydney
Partner		29 August 2025
PricewaterhouseCoopers

 

		PricewaterhouseCoopers, ABN 52 780 433 757
		One International Towers Sydney, Watermans Quay, BARANGAROO NSW 2000,
		GPO BOX 2650, SYDNEY NSW 2001
		T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
		Level 11, 1PSQ, 169 Macquarie Street, PARRAMATTA NSW 2150,
		PO Box 1155 PARRAMATTA NSW 2124
		T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
pwc.com.au		Liability limited by a scheme approved under Professional Standards Legislation.

 

 

Page | 34

CORPORATE GOVERNANCE STATEMENT

The Board is committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to refine and improve the governance framework and practices in place to ensure they meet the interests of shareholders.

The Company has reviewed its corporate governance practices against the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate Governance Principles and Recommendations – 4th edition (the Principles). A copy of the company’s Corporate Governance Statement is available at the company’s website at the following address https://www.immutep.com/about-us/corporate-governance

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

At Immutep we are committed to improving the lives of our patients, employees and communities. Whilst our product candidates and the industry we work within have the potential to make a real difference to people’s lives, we are mindful that the paths we take to develop our candidates and how we conduct our business are just as important. Hence, we are progressing our Environmental, Social and Governance (ESG) initiatives and have implemented this ESG report to explain to our stakeholders how we are addressing and tracking on a range of Environmental, Social and Governance matters.

A copy of the company’s ESG Report is available at the company’s website at the following address https://www.immutep.com/about-us/corporate-governance These financial statements are the consolidated financial statements of the consolidated entity consisting of Immutep Limited and its subsidiaries.

 

Page | 35

FINANCIAL STATEMENTS

Contents

 

CORPORATE DIRECTORY			1
CHAIRMAN’S LETTER			2
REVIEW OF OPERATIONS AND ACTIVITIES			4
DIRECTORS’ REPORT			12
AUDITOR’S INDEPENDENCE DECLARATION			34
CORPORATE GOVERNANCE STATEMENT			35
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT			35
FINANCIAL STATEMENTS			36
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME			37
CONSOLIDATED BALANCE SHEET			38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY			39
CONSOLIDATED STATEMENT OF CASH FLOWS			40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS			41

General information

The financial statements are presented in the Australian currency.

Immutep Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Level 32

264 George Street

Australia Square

Sydney NSW 2000

The financial statements were authorised for issue by the directors on 29 August 2025. The directors have the power to amend and reissue the financial statements.

A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations and activities on pages 4 to 11 and in the directors’ report on pages 12 to 33, both of which are not part of these financial statements.

All press releases, financial reports and other information are available on our website: www.immutep.com.

 

Page | 36

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

FOR THE YEAR ENDED 30 JUNE 2025

 

		Note				Consolidated
						30 June 2025				30 June 2024
						$				$
Revenue
License revenue							—				—
Other income
Research material sales							59,709				119,089
Grant income							4,974,823				3,722,788
Net gain on foreign exchange							—				113,458
Fair value gain on financial assets							9,242				—
Interest income							5,287,209				3,882,757
Miscellaneous							390				533
Total revenue and other income							10,331,373				7,838,625
Expenses
Research & development and intellectual property expenses			5				(61,410,533	)			(41,546,724	)
Corporate administrative expenses			5				(8,644,503	)			(8,852,615	)
Net loss on foreign exchange							(1,529,309	)			—
Finance costs							(37,078	)			(30,594	)
Net change in fair value of convertible note liability			17				(144,115	)			(125,317	)
Loss before income tax expense							(61,434,165	)			(42,716,625	)
Income tax expense			6				—				—
Loss after income tax expense for the year							(61,434,165	)			(42,716,625	)
Other Comprehensive Income/(Loss)
Items that may be reclassified to profit or loss
Exchange differences on the translation of foreign operations							14,384,243				(1,421,191	)
Other comprehensive income/(loss) for the year, net of tax							14,384,243				(1,421,191	)
Total comprehensive loss for the year							(47,049,922	)			(44,137,816	)
Loss for the year is attributable to
Owners of Immutep Limited							(61,434,165	)			(42,716,625	)
Total comprehensive loss for the year is attributable to
Owners of Immutep Limited							(47,049,922	)			(44,137,816	)
						Cents				Cents
Basic loss per share			32				(4.22	)			(3.56	)
Diluted loss per share			32				(4.22	)			(3.56	)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

 

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