EANS-General Meeting: Intercell AG / Invitation to the General Meeting

--------------------------------------------------------------------------------
General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
--------------------------------------------------------------------------------

Intercell AG
FN 166438 m

INVITATION

The management board of Intercell AG hereby invites the shareholders (ISIN
AT0000612601) of the Company on Friday, June 10, 2011 2.00 p.m. to the Haus der
Industrie (Großer Festsaal), Schwarzenbergplatz 4, 1030 Vienna, Austria, to join
the Annual General Meeting.

I. Agenda

1. Presentation of the approved annual financial statements, the status report
and the corporate governance report of the management board and the report
of the supervisory board for the financial year 2010 as well as the
presentation of the consolidated annual financial statements and
consolidated status report for the financial year 2010.

2. Resolution on the discharge to the members of the management board for the
financial year 2010.

3. (a) Resolution on the discharge to the members of the supervisory board for
the financial year 2010 and
(b) Resolution on the remuneration of the members of the supervisory board
for the financial year 2010.

4. Election of members of the supervisory board

5. Resolution on the granting of stock options to the members of the
supervisory board of the Company as remuneration. Authorization of the
management board to negotiate and execute the respective agreements.
Submission of a report of the management board according to section 98
para 3 and section 159 para 2 subpara 3 Stock Corporation Act.

6. Resolution on
(a) the authorisation of 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 until
June 10, 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. The supervisory board is
authorised to amend the articles of association pursuant to section 145
Stock Corporation Act to adjust the conditional capital under the articles
of association to the actual conditional capital (authorised conditional
capital 2011) and
(b) the amendment of the articles of association of the Company in Clause II
(Share Capital and Shares) by introducing the following provision: "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 an amount of EUR 1,500,000 until
June 10, 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. The supervisory board is
authorised to amend the articles of association pursuant to section 145
Stock Corporation Act to adjust the conditional capital under the articles
of association to the actual conditional capital (authorised conditional
capital 2011)."

7. Resolution on the amendment of the authorisation granted in the
shareholders´ meeting dated June 25, 2010 under item number 7 to the
management board according to section 65 para 1 subpara 8 Stock Corporation
Act to purchase treasury shares (share repurchase program) in order to -
under maintenance of the exclusion of the subscription rights of the
existing shareholders - change the equivalent to be paid for treasury shares.

8. Election of the auditor and group auditor for the financial year 2011.

II. Documents for the General Meeting

To prepare for the General Meeting, the following documents will be available to
shareholders from May 20, 2011 at the latest:

- annual financial statement, status report and corporate governance report for
the financial year 2010,
- consolidated annual financial statements and consolidated status report for
the financial year 2010,
- report of the supervisory board for the financial year 2010,
- proposed resolutions concerning agenda items 2-8,
- ad agenda item 4: CV and the statements of the candidates for the election to
the supervisory board pursuant to section 87 para 2 Stock Corporation Act,
- ad agenda item 5 and 6: report of the management board concerning the
granting of stock options according to section 98 para 3 and section 159
para 2 subpara 3 Stock Corporation Act (stock options to members of the
supervisory board) and pursuant to Section 159 (3) Stock Corporation Act
(granting of a new authorised conditional capital),
- ad agenda item 6: articles of association, with the proposed amendments
highlighted,
- ad agenda item 7: updated report of the management board concerning the
exclusion of the shareholders´ subscription rights in case of selling
treasury shares purchased according to section 65 para 1 subpara 8 Stock
Corporation Act.

Each shareholder is entitled to inspect these documents at the Company´s
headquarters at Campus Vienna Biocenter 3, 1030 Vienna, Austria, during business
hours.

The specified documents, the complete wording of this invitation and the forms
for granting and revoking a proxy and all further publications of the Company in
connection with this general meeting will also be freely available an the
Company´s website
http://www.intercell.com/main/forinvestors/annual-general-meeting/ from May 20,
2011 and shall be provided in electronic form pursuant to section 82 para 9
Stock Exchange Act (Börsegesetz) to the extent required by law.

III. Attendance of shareholders at the general meeting

Entitlement to attend the general meeting and to exercise voting rights and all
other shareholders´ rights at the general meeting is conditional on
shareholdings on the record date, i.e. 24:00 - midnight - (CET/CEST Local Time
Vienna), May 31, 2011.

Only shareholders who provide evidence of their shareholdings on the record date
are entitled to attend the general meeting.

Deposited bearer shares

Evidence of shareholdings on the specified date must be furnished by way of a
confirmation issued by the bank where the shareholder has deposited his/her
shares (deposit confirmation) provided that the bank is domiciled in a member
state of the EEA or OECD. Shareholders who have deposited their shares with a
bank which does not meet these criteria are requested to contact the Company.

The deposit confirmation must be issued in German or English in accordance with
the relevant statutory provisions (section 10a Stock Corporation Act) and
contain the following information:

1. Details of the issuing bank: Name (company) and address or a code commonly
used among credit institutions;
2. Shareholder details: Name (company) and address, date of birth in the case
of natural persons, corporate register and register number in the case of
legal persons;
3. Deposit number or other relevant description;
4. Details of the shares: Number of shares and their designation or ISIN;
5. Express declaration that the confirmation relates to the deposit holding as
at 24:00 - midnight - (CET/CEST Local Time Vienna), May 31, 2011.

Acceptance of deposit confirmations

Deposit confirmations must be received by the Company by 24:00 - midnight -
(CET/CEST Local Time Vienna), June 7, 2011, by one of the following means only:

Via mail or courier or in person: Intercell AG, for the attention of DDr.
Reinhard Kandera, Campus Vienna Biocenter 3, 1030 Vienna, Austria
Via fax: +43 (0) 1 8900500 64
Via E-Mail: [email protected] (deposit confirmation
attached as an un-editable document (PDF) in electronic form)

According to section 262 para 20 Stock Corporation Act receipt of deposit
confirmations via internationally used specific secured communication net
(SWIFT) shall be excluded for the present general meeting and until further
notice.

Transmission of the deposit confirmation to the Company shall also constitute
the shareholder's registration for attendance of the general meeting. Where
possible, banks are requested to send deposit confirmations collectively (in
list form).

Shareholders are not blocked by registering their attendance at the general
meeting or by sending deposit confirmations; shareholders may continue to freely
dispose of their shares after registration or transmission of a deposit
confirmation.

IV. Representation of shareholders at the general meeting

Each shareholder who is entitled to attend the General Meeting has the right to
appoint a natural or legal person to represent him/her. The proxy holder attends
the general meeting on behalf of the shareholder and has the same rights as the
shareholder represented.

Each proxy must name the proxy holder(s). Shareholders are not restricted in
terms of the number of persons they appoint to represent them and in their
choice of proxy holder. However, the Company itself, or a member of the
management or supervisory Boards, may only exercise the right to vote as a proxy
holder if the shareholder has provided express instructions regarding the
individual agenda items.

A shareholder may grant a proxy to the bank where he/she has deposited his/her
shares subject to the agreement of that bank. In such case, in addition to the
deposit confirmation, it is sufficient for the bank to provide the Company with
a declaration by one of the permitted means (see above) that it has been granted
a proxy; the proxy itself need not be sent to the Company in this case.

A proxy may be revoked by the shareholder. The revocation becomes effective upon
receipt by the Company.

Declarations concerning the granting and revoking of proxies may be sent to the
Company in text form, not later than 16:00 (CET/CEST Local Time Vienna), June 9,
2011, by one of the following means:

Via mail or courier in person: Intercell AG, for the attention of DDr. Reinhard
Kandera, Campus Vienna Biocenter 3, 1030 Vienna, Austria
Via fax: +43 (0) 1 8900500 64
Via E-Mail: [email protected] (proxy or revocation of
proxy attached as an un-editable document (PDF) in electronic form)

On the day of the general meeting proxies have to be submitted personally and
therefore presented on the occasion of the registration proceeding at the place
of the general meeting.

Proxies provided via SWIFT will not be accepted.

We recommend that shareholders use the form available on the internet at
http://www.intercell.com/main/forinvestors/annual-general-meeting/.

V. Notice concerning the shareholders´ rights in connection with the general
meeting

Shareholders whose holdings represent a combined total of at least 5% of the
capital stock for at least three months may require in writing the inclusion and
announcement of additional General Meeting agenda items by May 20, 2011. A
resolution and justification thereof must be submitted for each agenda item.
Such requisition has to be submitted in written form to the address of Intercell
AG, for the attention of DDr. Reinhard Kandera, Campus Vienna Bio Center 3, 1030
Vienna, Austria or via fax to +43 1 20620 800. For the proof of the shareholding
in case of deposited bearer shares it is sufficient to submit a deposit
confirmation pursuant to section 10a Stock Corporation Act, which certifies that
the applying shareholders have been holders of these shares since at least three
months and which, at the date of submission to the Company, is not older than
seven days. Regarding all other requirements of the deposit confirmation please
refer to the information regarding the right to participate at the general
meeting (section III.).

Shareholders whose holdings represent a combined total of at least 1% of the
capital stock may submit resolutions in text form for each agenda item, to be
accompanied by a justification, by June 1, 2011, and require the resolutions to
be posted on the Company´s website with the names of the relevant shareholders
and the justification. Such requisition has to be submitted in written form to
the address of Intercell AG, for the attention of DDr. Reinhard Kandera, Campus
Vienna Bio Center 3, 1030 Vienna, Austria or via fax to +43 1 20620 800. For the
proof of the shareholding in case of deposited bearer shares it is sufficient to
submit a deposit confirmation pursuant to section 10a Stock Corporation Act,
which, at the date of submission to the Company, is not older than seven days.
Regarding all other requirements of the deposit confirmation please refer to the
information regarding the right to participate at the general meeting (section
III.).

Every shareholder may propose resolutions during the meeting in regard of any
agenda item without prior notification.

Every shareholder has the right to request information regarding Company matters
at the general meeting, provided that such information is necessary for the
proper assessment of agenda items. The duty to provide information extends to
legal and business relationships between the Company and group companies, and to
the condition of the group and its consolidated subsidiaries. Such information
must comply with the principles of diligent and truthful accountability.
Information may be denied if, according to reasonable commercial judgment, it
could cause significant harm to the Company or a group company, or if the
provision of information would be unlawful.

Please note the following requirements: Persons to be elected to the supervisory
board (item 4. of the agenda) may only be proposed by shareholders holding
shares equalling in aggregate at least 1% of the share capital. The Company must
be in receipt of proposals for such candidates by June 1, 2011 in the manner
indicated above. Proposals concerning election candidates must be submitted
together with a statement pursuant to Section 87 para 2 Stock Corporation Act
outlining the person´s professional qualifications, their professional or
comparable functions, as well as any circumstances that could give reason for
concern in respect to any potential conflict. With regard to all other items on
the agenda, any shareholder may file motions at the annual general meeting
without previous notification required.

VI. Total number of shares and voting rights

At the time of convocation of the General Meeting, the registered nominal share
capital of the Company amounts to EUR 48,592,219 and is divided into 48,592,219
no par value shares. Each share confers one vote. The Company holds 301,748 own
shares as of the date of this invitation. Own shares convey no rights to the
Company. The total number of shares which convey the right to participate in the
general meeting and voting rights amounts to 48,290,471 on the date of this
invitation. There are no other classes of shares.

VII. Admission to the general meeting

Shareholders or their proxy holders are advised that they must present an
official identification document (driver´s license, passport or identity card)
to confirm their identities upon admission to the general meeting.

If you attend the general meeting as proxy holder, please also bring the proxy
in addition to your official photo identification. If the original of the proxy
was already sent to the Company, you may facilitate your admission of you can
provide a copy of the proxy.

Vienna, May 2011 The Management Board

Further inquiry note:
Intercell AG
Nina Waibel
Corporate Communications
Tel. +43 1 20620-1222
[email protected]
end of announcement euro adhoc
--------------------------------------------------------------------------------

issuer: Intercell AG
Campus Vienna Biocenter 3
A-1030 Wien
phone: +43 1 20620-0
FAX: +43 1 20620-800
mail: [email protected]
WWW: www.intercell.com
sector: Biotechnology
ISIN: AT0000612601
indexes: ATX Prime, ATX
stockmarkets: official market: Wien
language: English

OTS-ORIGINALTEXT PRESSEAUSSENDUNG UNTER AUSSCHLIESSLICHER INHALTLICHER VERANTWORTUNG DES AUSSENDERS - WWW.OTS.AT | OTB

print