EANS-News: Intercell AG / Report pursuant to Section 159 Para 3 and Para 2 lit 3 and Section 95 Para 6 of the Austrian Stock Corporation Act

Stock Option Program

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Company Information

Subtitle: Stock Option Program

Vienna (euro adhoc) - Pursuant to Section 4.11 of the Articles of
Association in accordance with Section 159 Para 3 of the Stock
Corporation Act the Management Board is authorized to increase the
share capital until June 13, 2013 by up to a nominal amount of EUR
1,700,000.00 in one or several tranches to allocate stock options to
employees, executive employees and members of the Management Board of
the Company or its subsidiaries subject to the approval of the
Supervisory Board (authorised conditional capital 2008).

On December 11, 2009, the Management Board has, in accordance with
the aforementioned authorisation, passed the resolution to
conditionally increase the share capital of the Company by EUR
845,000 through the issuance of up to 845,000 new ordinary no-par
value bearer shares with a nominal value of EUR 1.00 per share. The
share capital shall be increased only to the extent that the
beneficiary option holders to whom stock options were allocated
actually exercise their subscription rights. The resolution of the
Management Board has to be authorized by a resolution of the
Supervisory Board. At least two weeks before the resolution of the
Supervisory Board is passed, a report pursuant to Section 159 Para 3
and Para 2 lit 3 of the Stock Corporation Act has to be published
according to Section 82 Para 9 - 10 of the Austrian Stock Exchange
Act. This report is herewith submitted:

Principles and incentives underlying the options

Trough the issuance of stock options, the motivation of the
beneficiary option holders to contribute to the value creation of the
Company shall be increased.

Existing options and granting of options

Until now, the following numbers of stock options have been granted
(excluding options that have been cancelled):

Beneficiaries Numbers of
options
Members of the Supervisory Board
Michel Gréco(Chairman) 41,250
Ernst Afting 41,250
James R. Sulat 37,500
David Ebsworth 35,000
Hans Wigzell 35,000
Mustapha Bakali 40,000

Members of the Management Board
Gerd Zettlmeissl (Chairman) 375,000
Thomas Lingelbach 260,000
Reinhard Kandera 122,000

Executive employees 786,200

Other employees 194,125

Employees of subsidiaries 621,453

Total 2,588,778

Now, an additional number of 845,000 options shall be granted, thereof 85,400 to
employees, 196,000 to executive employees, 308,600 to employees of subsidiaries,
100,000 to the member of the Management Board Gerd Zettlmeissl, 90.000 to the
member of the Management Board Thomas Lingelbach and 65.000 to the member of the
Management Board Reinhard Kandera. As underlying shares to serve the exercise of
these options new shares from the above mentioned conditional capital shall be
used and partly also own shares of treasury stock may be used, therefore the
report is also submitted according to Section 95 Para 6 Stock Corporation Act by
the Management Board and by the Supervisory Board.

The number of stock options offered to each employee and executive
employee are subject to a resolution of the Management Board
according to the principles stated in the ESOP 2008. The allocation
of stock options to the members of the Management Board is subject of
a resolution of the Supervisory Board.

Principle conditions of the stock option agreements

(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 be EUR 26.99 (the last closing price of the Intercell
share prior to prior to the publication of this report). If the last
closing share price prior to the date of the resolution of the
Supervisory Board is higher, such higher price shall be the strike
price.

(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. 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.

(iv) 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 time when an option becomes
first exercise will not be affected by this.

(v) The options are not transferable except for a transfer by death.

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

(vii) The ESOP 2008 is available at the Company´s head offices and
may be inspected by every shareholder. Upon request, every
shareholder shall receive a copy of the ESOP 2008 in a timely manner
and free of charge.

Vienna, December 15, 2009

INTERCELL AG
Management Board
Supervisory 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 Corporate Communications

Tel. +43 1 20620-1303

lmalfent@intercell.com

Branche: Biotechnology
ISIN: AT0000612601
WKN: A0D8HW
Index: ATX Prime, ATX
Börsen: Wien / official market