PR Newswire/euro adhoc/
EANS-General Meeting: Intercell AG / Invitation to the General Meeting
General meeting information transmitted by euro adhoc. The issuer is responsible
for the content of this announcement.
FN 166438 m
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.
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
(b) the remuneration of the members of the supervisory board for the financial
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
- 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
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
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
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: email@example.com (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
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
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
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
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: firstname.lastname@example.org (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
We recommend that shareholders use the form available on the internet at
V. Notice concerning the shareholders' rights in connection with the general
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
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:
Tel. +43 1 20620-1222
issuer: Intercell AG
Campus Vienna Biocenter 3
phone: +43 1 20620-0
FAX: +43 1 20620-800
indexes: ATX Prime
stockmarkets: official market: Wien
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