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. 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: 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 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: 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. 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 email@example.com issuer: Intercell AG Campus Vienna Biocenter 3 A-1030 Wien phone: +43 1 20620-0 FAX: +43 1 20620-800 mail: firstname.lastname@example.org WWW: www.intercell.com sector: Biotechnology ISIN: AT0000612601 indexes: ATX Prime stockmarkets: official market: Wien language: English The content and accuracy of news releases published on this site and/or distributed by PR Newswire or its partners are the sole responsibility of the originating company or organisation. Whilst every effort is made to ensure the accuracy of our services, such releases are not actively monitored or reviewed by PR Newswire or its partners and under no circumstances shall PR Newswire or its partners be liable for any loss or damage resulting from the use of such information. All information should be checked prior to publication. -0- Jan/25/2013 07:20 GMT
EANS-General Meeting: Intercell AG / Invitation to the General Meeting
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