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/IHCAGM2023 at 2:00 p.m. (British Summer Time) on 16 May 2023 is set out at the end of this document.
Shareholders may submit a proxy vote using the form of proxy enclosed, if applicable. All 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 2023
to be held at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom
and electronically via meetnow.global/IHCAGM2023
on 16 May 2023 at 2:00 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 COVID-19 pandemic 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 2022 filed with the SEC on 1 March 2023, 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 United Kingdom
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 2023 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/IHCAGM2023 at 2:00 p.m. (British Summer Time) on 16 May 2023, notice of which is set out on pages 9 to 10 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 4 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 22 to 44 of the UK Annual Report; |
| " Directors' Remuneration Report " | the Directors' remuneration report of the Company set out on pages 19 to 44 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 9 to 10 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; and |
| " UK Annual Report " | the accounts for the Company for the financial year ended 31 December 2022, 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
| Directors | Registered Office |
| Professor Sir John Bell ( Chairman ) | 92 Park Drive, Milton Park |
| Dr. Bahija Jallal ( Chief Executive Officer and Director ) | Abingdon, Oxfordshire |
| Travis Coy ( Non-executive Director ) | United Kingdom |
| Roy S. Herbst, M.D., Ph.D. ( Non-executive Director ) | OX14 4RY |
| Siddharth Kaul ( Non-executive Director ) | |
| Robert Perez ( Non-executive Director ) | |
| Kristine Peterson ( Non-executive Director ) | |
| Professor Sir Peter J. Ratcliffe ( Non-executive Director ) |
Notice of 2023 Annual General Meeting
I am pleased to invite you to our 2023 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/IHCAGM2023 at 2:00 p.m. (British Summer Time) on 16 May 2023. 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 9 to 10 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.
If any arrangements in respect of the Annual General Meeting 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/IHCAGM2023 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 2:00 p.m. (British Summer Time) on 12 May 2023 (or, if the AGM is adjourned, by 2:00p.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 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 16 and 17 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/IHCAGM2023. The Annual General Meeting will commence at 2:00 p.m. (British Summer Time) on 16 May 2023.
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/IHCAGM2023. 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 11 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 11 of this document.
Holders of ADSs should refer to the paragraph headed "Holders of ADSs" on pages 16 and 17 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 2022, 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:
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 as a result of the Company being a quoted company under
the Act for the financial year ended 31 December 2022. The Directors' Remuneration Report is set out on pages 19 to 44 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 for the financial year ended 31 December 2022, 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'
Resolutions 3 to 5: Re-appointment of Directors
In accordance with the Articles, the Directors are divided into three classes designated as "Class I", "Class II" and "Class III". The Articles provide that at the second
annual general meeting of the Company following the listing of the ADSs, each Director in Class II shall retire from office but shall be eligible for re-appointment by ordinary resolution at such annual general meeting. In each case, where such
Director is so re-appointed at such annual general meeting they shall be entitled to serve until the third anniversary of such annual general meeting, at which stage such Director shall retire from office but shall be eligible for further
The current Class II Directors are Robert Perez, Kristine Peterson and Siddharth Kaul. In accordance with this requirement, Robert Perez, Kristine Peterson and Siddharth
Kaul will retire and offer themselves for re-appointment as Directors at the Annual General Meeting.
Robert Perez, Kristine Peterson and Siddharth Kaul are recommended by the Board for re-appointment. Resolutions 3 to 5 are ordinary resolutions to re-appoint Robert Perez,
Kristine Peterson and Siddharth Kaul as Directors.
Notes to Resolutions 3 to 5:
Non-executive Director
Robert Perez has served on our board of directors since September 2019. Mr. Perez is an Operating Partner and part of General Atlantic's Operations Group, with a