Recent Updates
Recently added Catalysts
IMCR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager,

Key Takeaway: THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent professional ad

Full Press Release Details

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should
immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent professional adviser.
If you have recently sold or transferred all of your shares in Immunocore Holdings plc, you should forward this document and the accompanying documents to your bank, stockbroker or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holdings, you should retain these documents.
The Notice of Annual General Meeting to be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2022 at 2 p.m.
(British Summer Time) on 12 May 2022 is set out at the end of this document.
Shareholders may submit a proxy vote using the form of proxy enclosed. Shareholders will also be able to submit a proxy electronically using the website https://www.investorcentre.co.uk/eproxy. A proxy may also be
appointed by CREST members, by using the CREST electronic proxy appointment service.
Immunocore Holdings plc
(incorporated and registered in England and Wales under the Companies Act 2006 with registered number 13119746)
Notice of Annual General Meeting 2022
to be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via
meetnow.global/IHCAGM2022
on 12 May 2022 at 2 p.m. (British Summer Time)
No person should construe the contents of this document as legal, tax or financial advice and recipients of this document should consult their own advisers as to the matters described in this document.
Cautionary note regarding forward-looking statements
This document contains statements about the Company that are or may be "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. These statements include, but are not limited to, the timing of the
Annual General Meeting, the presence of Directors at the Annual General Meeting, the acceptance of proxies, and the performance of information technology and other providers. These forward-looking statements are not guarantees of future performance
and have not been reviewed by the auditor of the Company. Any forward-looking statements are based on the Company's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to
differ materially and adversely from those set forth in or implied by such forward-looking statements, many of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the potential impact of the ongoing
COVID-19 pandemic and the Omicron variant, and the government response thereto, including potential restrictions on public gatherings or other restrictions, and the performance of information technology and third-party service providers. These and
other risks and uncertainties are described in greater detail in the section titled "Risk Factors" in the Company's filings with the SEC, including the Company's most recent Annual Report on Form 20-F for the year ended 31 December 2021 filed with
the SEC on 3 March 2022, as well as discussions of potential risks, uncertainties, and other important factors in the Company's subsequent filings with the SEC. All forward-looking statements contained in this document are based on information
available to the Directors of the Company at the date of this document, unless some other time is specified in relation to them, and the posting or receipt of this document shall not give rise to any implication that there has been no change in the
facts set forth herein since such date. The Company undertakes no duty to update this information, except as required by law.
Notice to persons outside
The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The following words and expressions apply throughout this document and the Notice of Annual General Meeting, unless the context requires otherwise:
" Act " the Companies Act 2006 (as amended);
" ADSs " American Depositary Shares, each an " ADS " and each representing one Ordinary Share;
" AGM " or " Annual General Meeting " the 2022 Annual General Meeting of the Company to be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2022 at 2 p.m. (British Summer Time) on 12 May 2022, notice of which is set out on pages to of this document;
" Articles " the articles of association of the Company in force at the date of this document;
" Audit Committee " the audit committee of the Board;
" Company " Immunocore Holdings plc, a company registered in England and Wales with company number 13119746 and registered office at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RY;
" Computershare " or " Registrar " Computershare Investor Services PLC;
" Deferred Shares " the deferred shares of 0.0001 each in the capital of the Company;
" Depositary " Citibank, N.A., the depositary for the ADSs;
" Directors " or " Board " the directors of the Company as at the date of this document, whose names are set out on page of this document, and a " Director " means any one of them;
" Directors' Remuneration Policy " the Directors' remuneration policy of the Company set out on pages 21 to 30 of the UK Annual Report;
" Directors' Remuneration Report " the Directors' remuneration report of the Company set out on pages 18 to 40 of the UK Annual Report;
" Non-Voting Ordinary Shares " the non-voting ordinary shares of 0.002 each in the capital of the Company;
" Notice of Annual General Meeting " the notice convening the Annual General Meeting as set out on pages to of this document;
" Ordinary Shares " the ordinary shares of 0.002 each in the capital of the Company;
" Remuneration Committee " the remuneration committee of the Board;
" Resolutions " the resolutions to be proposed at the Annual General Meeting as set out in the Notice of Annual General Meeting, each a " Resolution ";
" SEC " the U.S. Securities and Exchange Commission;
" Shareholders " the holders of Ordinary Shares;
" Share Repurchase Contract " the form of share repurchase contract in respect of the Deferred Shares attached as Appendix A to this document; and
" UK Annual Report " the accounts for the Company for the financial year ended 31 December 2021, together with the reports of the Directors and the auditor thereon.
LETTER FROM THE CHAIRMAN
Immunocore Holdings plc
(incorporated and registered in England and Wales under the Companies Act 2006 with registered number 13119746)
Directors Registered Office
Professor Sir John Bell ( Chairman ) Dr. Bahija Jallal ( Chief Executive Officer and Director ) Travis Coy ( Non-executive Director ) Roy S. Herbst, M.D., Ph.D. ( Non-executive Director ) Robert Perez ( Non-executive Director ) Kristine Peterson ( Non-executive Director ) Professor Sir Peter J. Ratcliffe ( Non-executive Director ) 92 Park Drive, Milton Park Abingdon, Oxfordshire United Kingdom OX14 4RY
Notice of 2022 Annual General Meeting
I am pleased to invite you to our 2022 Annual General Meeting which will be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2022 at 2
p.m. (British Summer Time) on 12 May 2022. The Annual General Meeting will be held as a hybrid general meeting so that Shareholders will be able to participate in the meeting in person or electronically. The Notice of Annual General Meeting can be
found on pages to of this document.
In addition to highlighting the business to be transacted at the Annual General Meeting, this document explains the background to the Resolutions that will be considered at the Annual General Meeting, why the Directors
consider the Resolutions to be in the best interests of Shareholders as a whole and why they recommend that you vote in favour of the Resolutions.
At the time of printing, all legal limits on social contact in England in response to the COVID-19 pandemic have been removed. Should regulations or Government guidance change between now and the date of the Annual
General Meeting, we will provide an update on our website (https://ir.immunocore.com/news-events/news-releases). Shareholders should check for any such updates.
Your vote is important to us. Shareholders who attend the Annual General Meeting in person or electronically via meetnow.global/IHCAGM2022 will be able to vote during the meeting. Alternatively, Shareholders can
appoint a proxy and submit voting instructions in advance of the Annual General Meeting.
Shareholders can appoint a proxy and submit voting instructions:
Proxy appointments and voting instructions, including any amendments, must be received by the Registrar by 2 p.m. (British Summer Time) on 10 May 2022 (or, if the AGM is adjourned, by 2 p.m. (British Summer Time) on
the day two working days prior to the adjourned meeting).
The completion and return of a form of proxy, submission of a proxy instruction electronically or submission of a CREST proxy instruction will not preclude Shareholders from attending and/or voting at the Annual
General Meeting should they so wish. Shareholders who wish to vote are strongly encouraged to submit their votes by proxy as soon as possible and, in any event, no later than the deadline set out above. The Board recommends that Shareholders appoint
the chair of the Annual General Meeting as their proxy.
In this mailing, we are also including a letter to Shareholders seeking their agreement to the supply of documents and information by the Company in electronic form or via a website. Under
the provisions of the Act, we are required to ask you individually to confirm your agreement. If we do not receive a response from you within 28 days of the date of such letter, you will be deemed to have agreed that the Company may send or supply
the documents and information to you in electronic form or via the Company's website (https://ir.immunocore.com). If you would prefer to receive the documents and information in paper form, you will need to let us know by registering your preference
with the investor centre or returning the form in the paid envelope provided therein.
In accordance with the Articles, voting on all Resolutions at the Annual General Meeting will be conducted by way of a poll, rather than a show of hands.
If Shareholders have any questions about this document or the Annual General Meeting, please contact our Registrar, Computershare, at 0370 703 0387 or corporate-representatives@computershare.co.uk. Please note that
Computershare cannot provide advice on the merits of the Resolutions or give any financial, legal or tax advice.
Holders of ADSs should refer to the paragraph headed "Holders of ADSs" on pages and for voting information.
Holders of Non-Voting Ordinary Shares and Deferred Shares do not have any right to receive notice of, or to attend or vote at, the Annual General Meeting.
The Annual General Meeting will be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2022. The Annual General Meeting will commence at 2
p.m. (British Summer Time) on 12 May 2022.
The Annual General Meeting will be held as a hybrid general meeting so that Shareholders will be able to participate in the meeting either in person or electronically. However, the Board is strongly encouraging
Shareholders wishing to attend the Annual General meeting to join electronically at meetnow.global/IHCAGM2022. Please note that none of the Directors will be present at the physical meeting location.
Attending the AGM in person
Please be prepared to provide evidence of your shareholding and/or identity. If you are attending on behalf of a registered holder of shares you must bring a form of identification and evidence of your appointment to
represent that Shareholder, including their admission card if possible. This includes people appointed as proxies, corporate representatives and those with power of attorney. For further details on attending the AGM in person, please refer to note 1
on page of this document.
Attending the AGM electronically
Shareholders seeking to join and participate in the Annual General Meeting electronically may experience local technical difficulties, such as poor internet connection. In the event of technical difficulties with the
site you may either call our Registrar on the telephone number provided on the site or, once you have entered the Annual General Meeting, you can raise your question using the chat function. If you experience technical issues prior to the start of
the Annual General Meeting you should contact Computershare on the shareholder helpline at 0370 703 0387. For further details on attending the AGM electronically, please refer to notes 2 to 6 on page of this document.
Holders of ADSs should refer to the paragraph headed "Holders of ADSs" on pages and for voting information.
The business to be conducted at the Annual General Meeting consists of consideration of the following Resolutions. All the Resolutions will be proposed as ordinary resolutions. This means that for each of those
Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution. A "vote withheld" option will be provided to enable Shareholders to abstain on any Resolution. A vote withheld is not a vote in law and will not be
counted in the calculation of the proportion of votes for and against a resolution.
Resolution 1: UK Annual Report and Accounts
The Directors are required by the Act to lay before the Company in general meeting copies of the directors' reports, the independent auditor's report and the audited financial statements of the Company in respect of
each financial year. For the financial year ended 31 December 2021, these are all contained in the UK Annual Report.
In accordance with best practice, the Company proposes an ordinary resolution to receive and adopt the UK Annual Report, a copy of which may be found at: https://ir.immunocore.com/financials-filings/annual-reports.
Resolution 2: Approval of the Directors' Remuneration Report
In accordance with section 439 of the Act, Shareholders are requested to approve the Directors' Remuneration Report. This is a new requirement for the Company as it was a quoted company under the Act for the financial
year ended 31 December 2021. The Directors' Remuneration Report is set out on pages 18 to 40 of the UK Annual Report.
The Board considers that appropriate remuneration of directors plays a vital part in helping to achieve the Company's overall objectives. We encourage Shareholders to read the Directors' Remuneration Report. Our Board
and the Remuneration Committee believe that the policies and procedures as articulated in the Directors' Remuneration Report are effective and that, as a result of these policies and procedures, we have and will continue to have high-quality
directors. Our UK statutory auditor, KPMG LLP, has audited those parts of the Directors' Remuneration Report that are required to be audited. Our Board has approved and signed the report in accordance with the Act.
This vote is advisory and non-binding and the Directors' entitlement to receive remuneration is not conditional on it. Payments made or promised to Directors will not have to be repaid, reduced or withheld in the event
that the Resolution is not passed. Although non-binding, our Board and Remuneration Committee will review and consider the voting results when making future decisions regarding our Directors' remuneration.
Resolution 3: Approval of the Directors' Remuneration Policy
In accordance with section 439A of the Act, a resolution to approve the Directors' Remuneration Policy section of the Directors' Remuneration Report is required to be put to a vote by Shareholders. The vote is binding
which means that payments, including for loss of office, cannot be made to current, past or future Directors unless that payment is consistent with the Directors' Remuneration Policy or has been approved by a resolution of the Shareholders. The
Directors' Remuneration Policy must be put to the vote of Shareholders at least every three years.
The Directors' Remuneration Policy is being tabled for approval at the 2022 Annual General Meeting as the Company was a quoted company under the Act for the financial year ended 31 December 2021. Resolution 3 is
therefore an ordinary resolution to approve the Directors' Remuneration Policy, which is set out in full on pages 21 to 30 of the UK Annual Report. If approved, the Directors' Remuneration Policy will take effect immediately after the end of the
Annual General Meeting and will remain valid until replaced by a new or amended remuneration policy (expected to occur at the annual general meeting of the Company in 2025).
If the Directors' Remuneration Policy is not approved at the Annual General Meeting, the Company will incur additional expenses to comply with the Act as it will be required to hold additional Shareholder meetings
until a policy is approved. In addition, if the Directors' Remuneration Policy is not approved, the Company may not be able to pay expected remuneration to its Directors, including the Chairman and Chief Executive Officer, which could materially harm
the Company's ability to attract and retain quality directors and executives and to manage its business.
Last updated: Apr 14, 2022