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.
--------------------------------------------------------------------------------

Intercell AG
FN 166438 m
INVITATION

The management board of Intercell AG hereby invites the shareholders
(ISIN AT0000612601) of the Company on February 27, 2013, 2.00 p.m. to
the Studio 44, Rennweg 44, 1030 Vienna, Austria, to join the
Extraordinary General Meeting.

I. Agenda

1. Resolution on the demerger as follows: a) Approval of the transfer
of the operating business of Intercell AG together with the
participations listed in the demerger and acquisition agreement by
way of a demerger in accordance with Sections 1 para 2 no. 2 in
combination with para 17 of the Austrian Demerger Act (SpaltG) from
Intercell AG as transferring company by way of general legal
succession (Gesamtrechtsnachfolge) to Intercell Austria AG as
acquiring company in accordance with the provisions of the demerger
and acquisition agreement dated January 16, 2013 and b) Approval of
the conclusion of the relevant demerger and acquisition agreement
dated January 16, 2013.

2. Resolution on the cross-border merger as follows: a) Approval of
the cross-border merger of Intercell AG as the transferring company
by way of general legal succession (Gesamtrechtsnachfolge) by
transfer of all of its assets and liabilities with all rights and
obligations and without going into liquidation according to Article
17 para 2 lit. a of the EC Regulation (EC) No. 2157/2001 on the
Statute for a European Company (SE) to Vivalis SA with its seat in
France, registered in the Registre du Commerce et des Sociétés
d'Angers under number 422 497 560, as acquiring company in accordance
with the provisions of the joint merger plan dated December 16, 2012
and an amendment to the merger plan dated January 18, 2013 and b)
Approval of the joint merger plan dated December 16, 2012 and an
amendment to the merger plan dated January 18, 2013.

3. Presentation of the closing balance sheet of Intercell AG
including the notes as of September 30, 2012. 4. Resolution on the
discharge of the members of the management board for the period from
January 1, 2012 to September 30, 2012. 5. Resolution on the discharge
of the members of the supervisory board for the period from January
1, 2012 to September 30, 2012. 6. Resolution on the remuneration of
the members of the supervisory board for the period from January 1,
2012 to September 30, 2012.

II. Documents for the General Meeting

In accordance with Section 7 of the Austrian Demerger Act and Article
18 of the Regulation of the European Council of October 8, 2001 about
the statute of the European Company (Societas Europaea) in
conjunction with Section 221a of the Austrian Stock Corporation Act,
one month prior to the shareholders meeting, the following documents
are to be made available at the registered offices of INTERCELL AG
(Campus-Vienna-Biocenter 3, 1030 Vienna, Austria) for inspections by
shareholders during the normal business hours of the companies. These
documents are also been made available on the website of Intercell AG
(www.intercell.com/[main/investors/calendar/annual-general-meeting/).

In connection with the demerger (item 1. of the agenda):

a. demerger and acquisition agreement dated January 16, 2013 together
with exhibits; b. audited financial statements and status reports of
Intercell AG for the last three financial years; c. audited closing
balance sheet of Intercell AG as of September 30, 2012 as well as the
adapted closing balance sheet as of September 30, 2012; d. joint
demerger report of the management boards of Intercell AG and
Intercell Austria AG; e. audit report of the court-appointed demerger
auditor Marsoner + Partner GmbH, Wirtschaftsprüfungs- und
Steuerberatungsgesellschaft, Andreas-Hofer-Straße 43, 6020 Innsbruck;
f. report of the supervisory board of Intercell AG; and g. report of
the supervisory board of Intercell Austria AG.

In connection with the cross-border merger (item 2. of the agenda):

a. Joint merger plan dated December 16, 2012 as well as the amendment
to the merger plan dated January 18, 2013; b. audited financial
statements and status reports as well as corporate governance
reports, to the extent that these had to be prepared in accordance
with the legal regulations, of Intercell AG and Vivalis SA for the
last three financial years; c. interim financial statements of
Intercell AG and Vivalis SA as of June 30, 2012; d. merger reports of
the management board of Intercell AG and the management board of
Vivalis SA; e. audit report of the merger auditor appointed by the
supervisory board of Intercell AG, Grant Thornton Unitreu GmbH,
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Rivergate,
Handelskai 92, Gate 2, 7A, 1200 Wien; f. audit reports of the merger
auditor, Grant Thornton, located 100 rue de Courcelles, F-75849 Paris
cedex 17, appointed upon application of Vivalis SA by the president
of the Commercial Court in Angers; g. audit report of the SE
conversion auditor, Grant Thornton, located 100 rue de Courcelles,
F-75849 Paris cedex 17, appointed upon application of Vivalis SA by
the president of the Commercial Court in Angers; h. merger report of
the supervisory board of Intercell AG (French law does not provide
for an equivalent to the report of the supervisory board); i. audit
report of Deloitte as auditor of Vivalis on the issuance of the
Preferred Shares and j. Document E, which was prepared by Vivalis SA
pursuant to article 212-34 of the General Regulation of the French
Markets Authority.

The audit report of the independent expert Bellot Mullenbach &
Associés, located 11 rue de Laborde 75008 Paris, appointed by Vivalis
SA, will be attached to the Document E as an exhibit.

Furthermore, the following documents will be available for inspection
by shareholders at the company's registered offices
(Campus-Vienna-Biocenter 3, 1030 Vienna, Austria) during the
company's normal business hours. They will also be made available on
the company's website (www.intercell.com
/main/investors/calendar/annual-general-meeting/):

a. proposed resolutions on items 1, 2 and 4 to 6 of the agenda;
b. notice of the extraordinary shareholders meeting and
c. forms for granting and revocation of proxy.

Each shareholder is entitled to inspect these documents at the
Company's headquarters at Campus Vienna Biocenter 3, 1030 Vienna,
Austria, during business hours.

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), February 17, 2013.

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), February 17,
2013.

Acceptance of deposit confirmations

Deposit confirmations must be received by the Company by 24:00 -
midnight - (CET/CEST Local Time Vienna), February 24, 2013, 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 1 8900 500 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), February 26,
2013, 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 1 8900 500 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 February 8, 2013. 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 February 18,
2013, 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.

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 55,183,961.00 and
is divided into 55,183,961 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 54,882,213 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 if you can provide a copy of the proxy.

Vienna, January 2013 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
--------------------------------------------------------------------------------

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