Intercell AG

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

@@start.t1@@--------------------------------------------------------------------------------   Corporate news transmitted by euro adhoc. The issuer/originator is solely   responsible for the content of this announcement. --------------------------------------------------------------------------------@@end@@

Annual & Special Corporate Meetings

Vienna (Austria), June 4, 2010 (euro adhoc) - -

@@start.t2@@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@@end@@

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)

@@start.t3@@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.@@end@@

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

@@start.t4@@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.@@end@@

Vienna, June 2010                                                         The Management

@@start.t5@@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

Weitere Meldungen: Intercell AG

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