Intercell AG

EANS-News: Intercell AG
Report of the Management Board to the Annual Shareholders´ Meeting pursuant to Section 98 (3) and Section 159 (2) (3) Stock Corporation Act

(Stock Options to Members of the Supervisory Board) -------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- companies/Announcement Wien (euro adhoc) - - 1. General 1.1 The shareholders´ meeting to be held on 19 June 2009 shall resolve on the grant of stock options to members of the Supervisory Board. The shares underlying the options shall be own shares held by the Company. Therefore the management board submits the following report pursuant to Section 98 (3) and Section 159 (2) (3) Stock Corporation Act. 2. Principles and incentives underlying the options for the members of the Supervisory Board 2.1 Outstanding experts from the vaccine and finance industry could be gained as members of the Supervisory Board. In order to tie these persons to the Company, it is necessary to provide an incentive system, which is linked to the performance of the Company. A stock option agreement shall be concluded between the Company and the members of the Supervisory Board, the provisions of which shall be correspondent to those of the ESOP 2008 (see below). 2.2 The ESOP 2008 is based on the following essential provisions: (i) Each beneficiary is entitled, subject to the detailed provisions of a stock options agreement, which includes the provisions of the ESOP 2008, and subject to the payment of the strike price to convert one option into one share. The strike price, i.e. the price which the beneficiaries have to pay to the Company in order to exercise their options, shall correspond to the last closing price of the Intercell share prior to the resolution on the grant of options or prior to the disclosure, if applicable, that is has to be published before such resolution can be adopted. (ii) The exercise of the options is subject to the achievement of an exercise hurdle. The exercise hurdle is achieved if the closing price of the Intercell share on the day prior to the start of an execution window is at least 15 percent above the strike price. (iii) The term of the options is limited with the expiry of the execution window in the fifth year following the calendar year in which the options were granted. 25% of the options granted to the beneficiaries become exercisable in each of the second, the third, the fourth and the fifth year following the year in which the options were granted. (iv) For options that are granted as special incentive, in particular in connection with the engagement of new executive members the first exercise can be determined deviant. In case of a change of control through taking over of more than 50% of the proportion of the voting rights of the Company all outstanding options are exercisable with the effectiveness of the take over. In any other case the options are only exercisable during an execution window. (v) The execution windows are periods of up to four weeks each, determined by the management board of the Company. An annual execution window starts the day after every annual ordinary shareholder´s meeting during the term of the options, in which the options may be exercised. The management board may determine an additional execution window per year. The first exercise of the options will not be affected by this. (vi) The options are not transferable except for a transfer by death. (vii) No lock-up period exists with respect to the shares received from exercising the options. 3. Granting of options to members of the Supervisory Board 3.1 Number and allocation of options: Until now, the following numbers of stock options have been granted to members of the Supervisory Board, members of the Management Board, executive employees and other employees (excluding options that have been cancelled): Beneficiaries Number of options Members of the Supervisory Board Michel Gréco 31,250 Ernst Afting 31,250 David Ebsworth 30,000 James R. Sulat 32,500 Hans Wigzell 27,500 Mustapha Leavenworth Bakali 30,000 Members of the Management Board Gerd Zettlmeissl 403,250 Alexander von Gabain 363,500 Werner Lanthaler (until March 6, 2009) 64,125 Thomas Lingelbach 260,000 Executive employees 773,525 Other employees 234,945 Employees of subsidiaries 665,625 Total 2,947,470 Now, to each member of the Supervisory Board 10,000 (ten-thousand) stock options shall be granted. 3.2 The strike price, i.e. the price which the members of the Supervisory Board have to pay to the Company in order to exercise their options, shall be EUR 21.16, which is the closing share price at 27 May 2009, the day prior to the publication of this report. Vienna, May 2009 The Management Board end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: Intercell AG Im Internet recherchierbar: http://www.presseportal.ch Further inquiry note: Intercell AG Lucia Malfent Head of Corporate Communications Tel. +43 1 20620-1303 lmalfent@intercell.com Branche: Biotechnology ISIN: AT0000612601 WKN: A0D8HW Index: ATX Prime, ATX Börsen: Wien / official market

Das könnte Sie auch interessieren: