28.05.2009 – 10:33

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

Wien (euro adhoc) -

(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

-

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

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