Report of the Management Board to the Annual Shareholders´ Meeting 1. pursuant to Section 98 (3) and Section 159 (2) (3) Stock Corporation Act (Stock Options to Members of the Supervisory Board) and

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1. General
1.1 The shareholders´ meeting to be held on 13 June 2008 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.

1.2 The shareholders´ meeting to be held on 13 June 2008 shall resolve on
the amendment of the existing stock option plans by including an authorisation
of the management board to determine an additional execution window per year
within the options can be executed.

1.3 In addition, 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
3,000,000.00 until 13 June 2013, 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 2008).

2. Principles and incentives underlying the options for the supervisory
board and the options for employees, directors and members of the management
board of the company or an undertaking affiliated with it

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 also receive 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
international common standard for young biotech companies and is according to
the opinion of the management board a necessary instrument for employees´
retention 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 3,000,000.00 until
13 June 2013, 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
2008). 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 2008):

(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 - also for the
existing options according to the ESOP 2001 and the ESOP 2006 -
determine an additional execution window per year. The first exercise
of the options will not be affected by this. The determination of an
additional execution window serves a higher flexibility because of an
increased number of employees and because of the internationalisation
of the Company; but does not lead to an early possibility to execute
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. Granting of options to members of the Supervisory Board

3.1 In general: The shareholders´ meeting to be held on 13 June 2008 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.

3.2 Principles and Incentive: 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 above).

3.3 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 27,500
Ernst Afting 27,500
David Ebsworth 25,000
James R. Sulat 27,500
Hans Wigzell 20,000
Mustapha Leavenworth Bakali 20,000

Members of the Management Board
Gerd Zettlmeissl 315,750
Alexander von Gabain 296,000
Werner Lanthaler 312,000
Thomas Lingelbach 170,000

Executive employees 692,700
Other employees 233,125
Employees of subsidiaries 174,200

Total 2,341,275

Now, to each member of the supervisory board 10,000 (ten-thousand)
stock options shall be granted.

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 31.35, which is the closing share price at 19 May 2008,
the day prior to the publication of this report.

Vienna, May 2008 The Management Board

end of announcement euro adhoc
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ots Originaltext: Intercell AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

Intercell AG

Lucia Malfent

Head of Communications

Tel. +43 1 20620-303

lmalfent@intercell.com

Branche: Biotechnology
ISIN: AT0000612601
WKN: A0D8HW
Index: ATX Prime, ATX
Börsen: Wiener Börse AG / official market