Intercell AG

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

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Annual & Special Corporate Meetings

Wien (euro adhoc) - May 20, 2011 - -

I.    The ordinary shareholders´ meeting of Intercell AG for the
      business year 2011 will take place on Friday, June 10, 2011,
      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 12, 2011. 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
   http://www.intercell.com/main/forinvestors/annual-general-meeting/

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).

II.   Regarding agenda item 5 and 6 the management board of the
      Company herewith submits the following 

Report of the Management Board to the Annual Shareholders´ Meeting

1. pursuant to Section 159 (3) Stock Corporation Act (granting of a new authorised conditional capital for stock options) and

2. pursuant to Section 98 (3) and Section 159 (2) (3) Stock Corporation Act (granting of stock options to members of the Supervisory Board)

1.      General

1.1     The shareholders´ meeting to be held on 10 June 2011 shall resolve to
        authorise the Management Board pursuant to section 159 para 3 Stock
        Corporation Act to resolve on a conditional capital increase, with the
        consent of the supervisory board, up to a amount of EUR 1,500,000.00
        until 10 June 2011, in one or several tranches, for the purpose of
        granting share options to employees, executives and members of the
        management board of the Company or of an undertaking affiliated with
        it. (authorised conditional capital 2011).

1.2     In addition, the shareholders´ meeting 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 employees,
        directors and members of the Management Board of the company or an
        undertaking affiliated with it and the options for the Supervisory
        Board

2.1     The underlying principle for the grant of the stock options is that
        employees, directors and the members of the Management Board of the
        Company or an undertaking affiliated with it as well as members of the
        Supervisory Board substantially contribute to the increase in the value
        of the Company and should therefore participate in the value creation
        through the granting of stock options.

        For employees, directors and members of the Management Board the
        granting of stock options constitutes an incentive scheme that
        contributes to the increase in the value of the Company. The granting
        of stock options to employees is internationally common for biotech
        companies and is in the opinion of the Management Board a necessary
        retention instrument for employees and increases the attractiveness of
        the Company as employer.

2.2     Hence, the Management Board shall be authorised pursuant to section 159
        para 3 Stock Corporation Act to resolve on a conditional capital
        increase, with the consent of the supervisory board, up to a amount of
        EUR 1,500,000.00 until 10 June 2016, in one or several tranches, for
        the purpose of granting share options to employees, executives and
        members of the management board of the Company or of an undertaking
        affiliated with it (authorised conditional capital 2011).
        The resolution of the management board on the contingent capital
        increase is subject to the approval of the supervisory board. The
        management board has to publish a report according to section 159 para
        3 in connection with para 2 number 3 Stock Corporation Act two weeks
        prior of the approval by the supervisory board.

2.3     When resolving on the contingent capital increase the management board
        and the supervisory board have to apply the following principles
        (essential provisions of the ESOP 2011):

(i)     Each beneficiary is entitled, subject to the detailed provisions of a
        stock options agreement, which includes the provisions of the ESOP
        2011, 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 5 years and the options shall expire at the
        end of the last 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 term for
        the first exercise can be determined differently, provided that it
        shall not end before the third year following the year in which the
        options were granted. In case of a change of control through take over
        of more than 50% 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 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 one or more additional execution windows
        per year. Such additional windows shall not affect the term for the
        first exercise of the options.

(vi)    For options that replace existing stock options programs of acquired
        enterprises, different terms can be agreed and resolved upon; such
        terms have to be based on the terms of the replaced options. 

(vii) The options are not transferable except for a transfer by death.

(viii)  No lock-up period exists with respect to the shares received from
        exercising the options.

3.      Number and allocation of previously granted 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 (Chairman)                     43,750
        Ernst Afting                                51,250
        James R. Sulat                              42,500
        David Ebsworth                              45,000
        Hans Wigzell                                45,000

        Members of the Management Board

        Thomas Lingelbach (Chairman)               450,000
        Gerd Zettlmeissl (until 10 May, 2011)      160,000
        Reinhard Kandera                           272,000
        Staph Bakali                               150,000
        Key employees                              970,000
        Other employees                            277,000
        Employees of subsidiaries                  812,140

        Total                                    3,318,640

4.      Granting of options to members of the Supervisory Board

4.1     In general: The shareholders´ meeting to be held on 10 June 2011 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.

4.2     Principles and Incentive: The Company could gain outstanding experts
        from the vaccine and finance industry, who are all independent
        according to the Austrian Code of Corporate Governance as members of
        the Supervisory Board. In order to bind 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 correspond to those of the ESOP 2011 (see
        above).

4.3     Now, to each member of the supervisory board, including the new members
        elected by the Annual Shareholders´ Meeting on June 10, 2011, 10,000
        (ten-thousand) stock options shall be granted.

4.4     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 5,84 (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, May 2011 The Management Board

end of announcement                               euro adhoc
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company:     Intercell AG
          Campus Vienna Biocenter  3
          A-1030 Wien
phone:       +43 1 20620-0
FAX:         +43 1 20620-800
mail:     investors@intercell.com
WWW:      www.intercell.com
sector:      Biotechnology
ISIN:        AT0000612601
indexes:     ATX Prime, ATX
stockmarkets: official market: Wien
language: English 

Contact:

Intercell AG
Nina Waibel
Corporate Communications
Tel. +43 1 20620-1222
communications@intercell.com

Branche: Biotechnology
ISIN: AT0000612601
WKN: A0D8HW
Index: ATX Prime, ATX
Börsen: Wien / official market



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