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, May 25, 2012 at 2.00
p.m. to the Studio 44, Rennweg 44, 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
2011 as well as the presentation of the consolidated annual financial
statements and consolidated status report for the financial year
2011.

2. Resolution on the discharge to the members of the management board
for the financial year 2011.

3. Resolution on (a) the discharge to the members of the supervisory
board for the financial year 2011 and (b) the remuneration of the
members of the supervisory board for the financial year 2011.

4. Election of a member of the supervisory board

5. Resolution on (a) the revocation of the existing authorised
capital according to the resolutions of the shareholders' meetings
dated June 15, 2007 (section 4.6 of the Articles of Association) and
June 13, 2008 (section 4.8 of the Articles of Association) to the
extent not already used; and

(b) the authorization of the management board pursuant to section 169
Stock Corporation Act (AktG) to increase, with the consent of the
supervisory board, the share capital of the Company by up to EUR
15,000,000.00 by issuing up to 15,000,000 new no-par bearer shares
until May 25, 2017, in one or several tranches and against a
contribution in cash or in kind, with a total or partial exclusion of
the subscription right of the shareholders, with the terms of issue,
in particular the issue price, the subject of the contribution in
kind, the content of the rights vested in the shares, the exclusion
of the subscription right as well as any issue of the shares by
issuing indirect subscription rights pursuant to section 153 para 6
Stock Corporation Act to be determined by the management board with
the consent of the supervisory board. The supervisory board is
authorised to resolve on changes to the articles of association
resulting from the issue of shares out of the authorised capital
(authorised capital 2012) and

(c) the amendment of the articles of association of the Company in
Chapter II (Share Capital and Shares; authorized capital)
accordingly.

6. Resolution on (a) the authorization of the management board
pursuant to section 174 para 2 Stock Corporation Act for a period of
five years from the date of this resolution, with the consent of the
supervisory board, to issue convertible bonds which have a conversion
or subscription right to up to 15,000,000 shares of the company, in
one or several tranches. The statutory subscription rights of the
shareholders are excluded (direct exclusion). The issuance of
convertible bonds pursuant to this authorization is limited to the
extent that all conversion and subscription rights can be satisfied
with shares from conditional capital in accordance with section 4.10
(as resolved at the annual general meeting on May 25, 2012) of the
articles of association. The issuance of convertible bonds is further
limited to the extent that together with the convertible bonds issued
on the basis of the authorization granted by the shareholders'
resolution dated June 15, 2007, conversion and subscription rights
may be granted to not more than 15,000,000 shares of the Company. The
terms and conditions of the issue of the convertible bonds, in
particular interest rate, issue price, term and denomination,
provisions for dilution, conversion period and conversion
obligations, conversion ratio, conversion price and conversion terms,
will be determined by the management board with the consent of the
supervisory board and

(b) the amendment of the articles of association of the Company for
the backing of convertible bonds pursuant to agenda item 6a) in
Chapter II (Share Capital and Shares; authorized capital).

7. Election of the auditor and group auditor for the financial year
2012.

II. Documents for the General Meeting

To prepare for the General Meeting, the following documents will be
available to shareholders from May 4, 2012 at the latest:

- annual financial statement, status report and corporate governance
report for the financial year 2011, - consolidated annual financial
statements and consolidated status report for the financial year
2011, - report of the supervisory board for the financial year 2011,
- proposed resolutions concerning agenda items 2 through 7, - ad
agenda item 4: CV and statement of the candidate for the re-election
to the supervisory board pursuant to section 87 para 2 Stock
Corporation Act, - ad agenda items 5 and 6: Articles of Association,
with the proposed amendments highlighted, - ad agenda item 5: report
of the management board concerning the exclusion of the shareholders'
subscription rights regarding the authorised capital according to
section 170 para 2 Stock Corporation Act. - ad agenda item 6: report
of the management board concerning the exclusion of the shareholders'
subscription rights regarding the authorised capital according to
section 174 para 4 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 and on the Company's website
www.intercell.com/main/forinvestors/annual-general-meeting/.

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 on the Company's website
http://www.intercell.com/main/forinvestors/annual-general-meeting/
from May 4, 2012 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 15, 2012.

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 15, 2012.

Acceptance of deposit confirmations

Deposit confirmations must be received by the Company by 24:00 -
midnight - (CET/CEST Local Time Vienna), May 22, 2012, 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), May 24, 2012, 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 (section 262 para 20
Stock Corporation Act).

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 4, 2012. 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 May 15, 2012,
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 May 18, 2012 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 48,592,219.00 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, April 2012 The
Management 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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issuer: 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