EANS-News: Announcement regarding the upcoming Annual Shareholders´ Meeting
Vienna (Austria), June 4, 2010 (euro adhoc) -
Corporate news transmitted by euro adhoc. The issuer/originator is solely responsible for the content of this announcement.
Annual & Special Corporate Meetings
-
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
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).III. Regarding agenda item 4.(b) the management board of the Company herewith
submits the followingReport 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 40,000Members of the management board
Gerd Zettlmeissl 475,000
Thomas Lingelbach 350,000
Reinhard Kandera 187,000Executive employees 1,005,000
Other employees 249,525
Employees of subsidiaries 859,363Total 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
Further inquiry note:
Intercell AG
Lucia Malfent
Vice President, Global Head Corporate Communications
Tel. +43 1 20620-1303
lmalfent@intercell.com
Branche: Biotechnology
ISIN: AT0000612601
WKN: A0D8HW
Index: ATX Prime, ATX
Börsen: Wien / official market