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

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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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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:
anmeldung.intercell@hauptversammlung.at (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:
anmeldung.intercell@hauptversammlung.at (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

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
Nina Waibel
Corporate Communications
Tel. +43 1 20620-1222
communications@intercell.com

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