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

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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Company Information/Rep. purs. Sec. 159 para 3 and para 2 and section
95 para 6

Vienna, December 15, 2010 - (euro adhoc) - Stock Option Program

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 855,000.00 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 15, 2010, the Management Board has, in accordance with
the aforementioned authorisation, passed the resolution to
conditionally increase the share capital of the Company by EUR
855,000 through the issuance of up to 855,000 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 and Para 8 of the Austrian Stock
Exchange Act. Publication pursuant to the Stock Exchange Act replaces
publication under the Law on Stock Corporations (Section 82 para 10
Stock Exchange Act). Alternatively, options can be served through own
shares. The Management Board is, further, entitled to issue shares of
its own for the service of stock options and has decided to exercise
this authority in the amount of 105,000 additional stock options; as
a result, 960,000 stock options are to be granted in all. Because
this means that options are to be issued that are (also) to be served
through own shares, the Management Board and Supervisory Board
herewith file report under Section 159 para 2 lit 3 of the Stock
Exchange Act and in accordance with Section 95 para 6 of the Stock
Exchange Act.

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) 43,750
Ernst Afting 51,250
James R. Sulat 42,500
David Ebsworth 45,000
Hans Wigzell 45,000

Members of the Management Board
Gerd Zettlmeissl (Chairman) 473,500
Thomas Lingelbach 350,000
Reinhard Kandera 186,000
Mustapha Leavenworth Bakali 50,000

Executive employees 830,900
Other employees 221,525
Employees of subsidiaries 731,342

Total 3,070,767

Now, an additional number of 960,000 options shall be granted,
thereof 90,000 to employees, 240,000 to executive employees, 230,000
to employees of subsidiaries, 100,000 to the member of the Management
Board Gerd Zettlmeissl, 100.000 to the member of the Management Board
Thomas Lingelbach, 100.000 to the member of the Management Board
Staph Bakali and 100.000 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 9.22 (the last closing price of the Intercell
share prior to the publication of this report).

(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, 2010

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

Gerald Strohmaier

Tel. +43 1 20620-1229

investors@intercell.com

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