EANS-News: Intercell AG / Intercell publishes mandatory report regarding annual stock option grant

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Company Information

Wien (euro adhoc) - Vienna (Austria), December 9, 2011 - Intercell AG
(VSE: ICLL) today published the following report required under
Austrian law in connection with the grant of 1,500,000 stock options
to management and employees under an authorization which was approved
by the Annual Shareholders Meeting held in June 2011. Under the terms
of the company´s option program, options will vest during the next
five years and will only be exercisable in case of an increase of
Intercell´s share price of at least 15 percent. In addition, the
company announced that its members of the management and supervisory
boards are returning 542,000 outstanding options granted in the years
2007, 2008 and 2009.

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

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 10, 2016
by up to a nominal amount of EUR 1,500,000.00 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 2011).

On December 9, 2011, the Management Board has, in accordance with the
aforementioned authorisation, passed the resolution to conditionally
increase the share capital of the Company by EUR 1,500,000 through
the issuance of up to 1,500,000 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).

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) 53,750
Ernst Afting 61,250
James R. Sulat 52,500
Alexander von Gabain 270,000
Hans Wigzell 55,000
Thomas Szucs 10,000

Members of the Management Board

Thomas Lingelbach 450,000
Reinhard Kandera 272,000
Stapha Bakali 150,000

Executive employees 578,400

Other employees 221,875

Employees of subsidiaries 683,071

Total 2,857,846

The table still includes 542,000 options granted in the years 2007,
2008 and 2009, which the members of the management and supervisory
boards are returning to the Company.

Now, an additional number of 1,500,000 options shall be granted,
thereof 178,000 to employees, 379,000 to executive employees, 493,000
to employees of subsidiaries, 150.000 to the member of the Management
Board Thomas Lingelbach, 150.000 to the member of the Management
Board Staph Bakali and 150.000 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 2011. 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 2011, 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 1.94 (the last closing price of the Intercell
share 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 2011 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 2011 in a timely manner
and free of charge.

Vienna, December 9, 2011

INTERCELL AG
Management Board
Supervisory Board

Further inquiry note:
Intercell AG
Nina Waibel
Corporate Communications
Tel. +43 1 20620-1222
communications@intercell.com

end of announcement euro adhoc
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company: Intercell AG
Campus Vienna Biocenter 3
A-1030 Wien
phone: +43 1 20620-0
FAX: +43 1 20620-800
mail: investors@intercell.com
WWW: www.intercell.com
sector: Biotechnology
ISIN: AT0000612601
indexes: ATX Prime
stockmarkets: official market: Wien
language: English