Intercell AG

EANS-News: Announcement regarding the upcoming Annual Shareholders´ Meeting

-------------------------------------------------------------------------------- Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement. -------------------------------------------------------------------------------- Annual & Special Corporate Meetings Vienna (Austria), June 4, 2010 (euro adhoc) - - I. The ordinary shareholders´ meeting of Intercell AG for the business year 2010 will take place on Friday, June 25, 2010, at 2.00 p.m. at the Haus der Industrie (Großer Festsaal), Schwarzenbergplatz 4, 1030 Vienna. The convocation to the shareholders meeting was published on May 26, 2010. As of today all documents for the preparation of the shareholders meeting are published at the corporate seat of the Company. In addition, these documents are freely available on the Company´s website under II. As of today, no shareholder has made use of the right to require the inclusion of additional agenda items for the general meeting (Section 109 Stock Corporation Act). III. Regarding agenda item 4.(b) the management board of the Company herewith submits the following Report of the Management Board to the Annual Shareholders´ Meeting pursuant to Section 98 para 3 and Section 159 para 2 subpara 3 of the Stock Corporation Act (Stock Options to Members of the Supervisory Board) 1. General 1.1 The shareholders´ meeting to be held on June 25, 2010 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 para 3 and Section 159 para 2 subpara 3 of the Stock Corporation Act. 2. Principles and incentives underlying the options for the supervisory board 2.1 Outstanding international experts from the vaccine and finance industry could be gained as members of the supervisory board. In order to tie these persons and there skills 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 underlying principles of the ESOP 2008 are: (i) Each beneficiary is entitled, subject to the detailed provisions of a stock options agreement, which includes the main 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 calendar 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 become exercisable with the effectiveness of the take over. In any other case the options are only exercisable during the execution windows. (v) The execution windows are periods of at least two 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. There will be at least two exercise Time Frames per calendar year. The first exercise of the options will not be affected by this. (vi) The options are not transferable inter vivos. (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 or that have been exercised): Beneficiaries Number of options Members of the supervisory board Michel Gréco 41,250 Ernst Afting 41,250 David Ebsworth 35,000 James R. Sulat 37,500 Hans Wigzell 35,000 Mustapha Leavenworth Bakali 40,000 Members of the management board Gerd Zettlmeissl 475,000 Thomas Lingelbach 350,000 Reinhard Kandera 187,000 Executive employees 1,005,000 Other employees 249,525 Employees of subsidiaries 859,363 Total 3,355,888 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 17.96, (the last closing price of the Intercell share prior to the publication of this report). If the last closing share price prior to the date of the resolution of the Annual Shareholders´ Meeting is higher, such higher price shall be the strike price. Vienna, June 2010 The Management Board end of announcement euro adhoc -------------------------------------------------------------------------------- ots Originaltext: Intercell AG Im Internet recherchierbar: Further inquiry note: Intercell AG Lucia Malfent Vice President, Global Head Corporate Communications Tel. +43 1 20620-1303 Branche: Biotechnology ISIN: AT0000612601 WKN: A0D8HW Index: ATX Prime, ATX Börsen: Wien / official market

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