Exhibit No.		Description
99.1		Notice of Annual General Meeting.
99.2		Form of Proxy.
99.3		Depositary’s Notice of Annual General Meeting.
99.4		American Depositary Share Voting Instruction Card.

	IMMUNOCORE HOLDINGS PLC
Date: April 14, 2022	By:	/s/ Bahija Jallal, Ph.D.
		Name	Bahija Jallal, Ph.D.
		Title:	Chief Executive Officer

Exhibit 99.1

“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.

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

1.	Introduction

2.	Action to be taken in respect of the Annual General Meeting

•

by completing and returning the paper form of proxy enclosed with this document. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any alterations must be initialled;

•

by logging on to https://www.investorcentre.co.uk/eproxy and following the instructions; or

•

via the CREST electronic proxy appointment service (see notes 13 to 15 on pages and ).

3.	How to attend and speak at the Annual General Meeting

4.	Resolutions

5.	Directors’ recommendation and voting intentions

1.	To receive and adopt the accounts of the Company for the financial year ended 31 December 2021 together with the reports of the the directors of the Company (the “Directors”) and the auditor thereon (the “UK Annual Report”).

2.	To approve the Directors’ Remuneration Report (other than the Directors’ Remuneration Policy referred to in Resolution 3 below), as set out in the UK Annual Report, for the financial year ended 31 December 2021.

3.	To approve the Directors’ Remuneration Policy set out on pages 21 to 30 within the Directors’ Remuneration Report contained in the UK Annual Report, such Directors’ Remuneration Policy to take effect immediately after the end of the Annual General Meeting.

4.	To re-appoint Travis Coy as a Director of the Company, who is retiring in accordance with article 81.2 of the Company’s articles of association and, being eligible, is offering himself for re-appointment.

5.	To re-appoint Professor Sir Peter J. Ratcliffe as a Director of the Company, who is retiring in accordance with article 81.2 of the Company’s articles of association and, being eligible, is offering himself for re-appointment.

6.	To re-appoint Roy S. Herbst, M.D., Ph.D. as a Director of the Company, who is retiring in accordance with article 81.2 of the Company’s articles of association and, being eligible, is offering himself for re-appointment.

7.	To re-appoint KPMG LLP as the Company’s auditor to act as such until the conclusion of the next annual general meeting of the Company at which the requirements of section 437 of the Companies Act 2006 are complied with.

8.	To authorise the Directors to determine the auditor’s remuneration.

9.	To authorise the Company and all of its subsidiaries at any time during the period for which this resolution has effect to:

(a)

make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;

(b)

make political donations to political organisations other than political parties not exceeding £50,000 in total; and

(c)

incur political expenditure not exceeding £50,000 in total,

10.

To approve the form of share repurchase contract (the “Share Repurchase Contract”), a copy of which is appended to this document, for the purchase by the Company of its deferred shares of £0.0001 each, and the Company be and is hereby authorised to enter into the Share Repurchase Contract (such authority to expire on 12 May 2027).

1.

If you wish to attend the AGM in person, we recommend that you arrive by 1:45 p.m. (British Summer Time) to enable us to carry out all the registration formalities to ensure a prompt start at 2 p.m. (British Summer Time). If, as a result of any restrictions or guidance in place at the time of the AGM arising from COVID-19, the proposed format of and arrangements for the AGM need to be revised, the Company will notify Shareholders via its website (https://ir.immunocore.com/news-events/news-releases).

2.

In order to participate at the AGM electronically, you will need to visit meetnow.global/IHCAGM2022 on your device operating a compatible browser using the latest version of Chrome, Firefox, Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that you check your system capabilities in advance of the meeting day. To be able to ask a question and be seen by the Board and those attending the AGM, you must log into the AGM where the information on how to enter the virtual waiting room will be available. The process of asking questions, voting and accessing the AGM presentation will be further explained by the chair of the AGM and the operator during the AGM.

3.

If you are a Shareholder, you can use your unique Shareholder Reference Number and PIN as displayed on your form of proxy/attendance card. If you are an appointed proxy or a corporate representative you will have had to be provided with a unique invite code to enter the AGM and exercise your rights. These credentials will be issued one working day prior to the AGM, conditional on evidence of your proxy appointment or corporate representative appointment having been received and accepted. If you have not been provided with your meeting access credentials, please ensure you contact Computershare on the morning of the AGM, but no later than 2 hours before the start of the AGM.

4.

Access to the AGM via meetnow.global/IHCAGM2022 will be available from 1:45 p.m. (British Summer Time) on 12 May 2022. During the AGM, you must ensure you are connected to the internet at all times in order to vote when the chair of the AGM commences polling on the Resolutions being put to the AGM. Therefore, it is your responsibility to ensure connectivity for the entire duration of the AGM.

5.	After the Resolutions have been proposed and opened, voting options will appear on the screen. Press the option corresponding with the way in which you wish to vote. Your vote has been cast when the check mark appears. To change your vote, select “change my vote”.

6.

If you experience any technical issues with the site you may either call Computershare on the telephone number provided on the site or, once you have entered the AGM, you can raise your question using the chat function. If you have technical issues prior to the start of the AGM you should contact Computershare on the shareholder helpline at 0370 703 0387.

7.	You can attend and vote at the AGM either in person or electronically. Alternatively, you can appoint a proxy and submit voting instructions either:

a.

by completing and returning the paper form of proxy enclosed with this notice. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any alterations must be initialled;

b.

by logging on to https://www.investorcentre.co.uk/eproxy and following the instructions; or

c.

in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with procedures set out in notes 13 to 15 below.

8.

The completed form of proxy, voting instruction via https://www.investorcentre.co.uk/eproxy or any CREST Proxy Instruction (as described in notes 13 to 15 below), as the case may be, 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).

9.

If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use of https://www.investorcentre.co.uk/eproxy carefully.

10.	Appointment of a proxy does not preclude you from attending the AGM and voting in person or electronically. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be terminated.

11.

Please contact Computershare by email on corporate-representatives@computershare.co.uk or alternatively by calling 0370 703 0387, providing details of your proxy appointment including their email address so that unique credentials can be issued to allow the proxy to access the electronic meeting. Access credentials will be emailed to the proxy one working day prior to the AGM. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding bank holidays in the UK).

12.

Please contact Computershare by emailing corporate-representatives@computershare.co.uk providing details of your appointment of corporate representatives including their email address, confirmation that they wish to attend the AGM and a copy of a letter of representation, so that unique credentials can be issued to allow the corporate representative to access the electronic meeting. Access credentials will be emailed to the corporate representative one working day prior to the AGM. If documentation supporting the appointment of the corporate representative is supplied later than the deadline for appointment of a proxy (i.e. 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)), issuance of unique credentials to access the AGM will be issued on a best efforts basis.

13.

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM (and any adjournment of the AGM) by using the procedures described in the CREST Manual (available from www.euroclear.com). CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

14.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Computershare (ID: 3RA50) by 2 p.m. (British Summer Time) on 10 May 2022. For this purpose, the time of receipt will be taken to mean the time (as determined by the timestamp applied to the message by the CREST application host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

15.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In addition, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

16.

Under section 527 of the Act, Shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s financial statements (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with section 437 of the Act (in each case) that the Shareholders propose to raise at the relevant meeting. The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Act. Where the Company is required to publish a statement on a website, it must forward the statement to the Company’s auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under section 527 of the Act to publish on a website.

17.

Shareholders attending the AGM in person or electronically will have the right to ask questions. The Company also encourages Shareholders to submit questions to, or raise matters of concern in relation to the formal business of the AGM with, the Board by email to ir@immunocore.com, to arrive by no later than 2 p.m. (British Summer Time) on 3 May 2022. Please include your full name and contact details. The Company will endeavour to answer any questions received by Shareholders by the time specified above during the AGM.

18.

As at 11 April 2022 (the latest practicable date before the publication of this notice), the issued share capital of the Company was 43,065,438 Ordinary Shares (including Ordinary Shares represented by ADSs), 831,627 Non-Voting Ordinary Shares and 5,793,501 Deferred Shares. Each Ordinary Share carries the right to one vote at a general meeting of the Company. The Non-Voting Ordinary Shares and the Deferred Shares do not entitle the holders thereof to vote at the AGM. Therefore, the total number of voting rights in the Company as at 11 April 2022 is 43,065,438.

19.

A copy of the form of Share Repurchase Contract is available for inspection during normal business hours at the registered office of the Company for at least 15 days ending with the date of the AGM and may also be inspected at the AGM venue, as specified in this notice, on the day of the AGM until the conclusion of the AGM.

20.	You may not use any electronic address (within the meaning of section 333(4) of the Act) provided in either this notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

21.	A copy of this notice, and other information required by the Act, can be found on the Company’s website at https://ir.immunocore.com.

1.	Holders of Ordinary Shares

-	by completing and returning the paper form of proxy enclosed with this notice. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any alterations must be initialled;

-	by logging on to https://www.investorcentre.co.uk/eproxy and following the instructions; or

-	via the CREST electronic proxy appointment service (see notes 13 to 15 on pages and ).

2.	Holders of ADSs

(1)	THOSE shareholders of Immunocore Holdings plc who hold Deferred Shares (as defined below) (the “Sellers”); and

(2)	IMMUNOCORE HOLDINGS PLC, a company registered in England and Wales with company number 13119746 whose registered office is at 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom, OX14 4RY (the “Company”).

(A)	The Sellers are the registered holders of 5,793,501 deferred shares of £0.0001 (0.01 pence) each (the “Deferred Shares”) in the capital of the Company.

(B)	The Company proposes to repurchase all of the Deferred Shares subject to the terms of this agreement and, once purchased, cancel the Deferred Shares.

(C)

Pursuant to article 6.6 of the articles of association of the Company (the “Articles”), the Company has the power to buy back the Deferred Shares for an amount (in aggregate) not exceeding £1.00 (1 pound) and the Company has the power to appoint anyone to sign this agreement on behalf of the Sellers.

(D)	The Company proposed a resolution to its shareholders at the Company’s annual general meeting held on 12 May 2022 to approve the form of this agreement in accordance with section 694 of the Companies Act 2006, which was duly passed as an ordinary resolution.

1.	INTERPRETATION

1.1	Definitions

1.2	Clause headings shall not affect the interpretation of this agreement.

1.3	Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4	A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.5	A reference to a “party” shall include that party’s personal representatives, successors and permitted assigns.

1.6	A reference to “writing” or “written” includes fax and email.

1.7	References to clauses are to the clauses of this agreement.

1.8	A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.	SALE AND PURCHASE OF DEFERRED SHARES

2.1	The Sellers agree to sell the Deferred Shares with full title guarantee free from all Encumbrances for an aggregate total consideration of £1.00 (the “Consideration”) and the Company agrees to purchase the Deferred Shares and to pay such Consideration to the Sellers.

2.2	Nothing in this agreement shall oblige the Company to purchase any of the Deferred Shares or complete this agreement unless the sale and purchase of all of the Deferred Shares is completed at the same time.

3.	COMPLETION

3.1	Completion shall take place at the registered office of the Company on the date of this agreement, when the Company shall satisfy its obligation to pay the Consideration due in respect of the Deferred Shares.

3.2	The Consideration shall be delivered to and held by any director of the Company (the “Director”) on behalf of the Sellers and payment of the Consideration to such Director shall be a good discharge by the Company in respect of its obligations under clause 3.1 above.

4.	CANCELLATION OF DEFERRED SHARES

5.	AGREEMENT SURVIVES COMPLETION

6.	COUNTERPARTS

7.	THIRD PARTY RIGHTS

8.	GOVERNING LAW AND JURISDICTION

8.1	This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

8.2	Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Signed by [●] for and on behalf of the SELLERS pursuant to articles 6.6 of the articles of association of Immunocore Holdings plc
Signed by [●] for and on behalf of IMMUNOCORE HOLDINGS PLC
		Director

Exhibit 99.2

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Exhibit 99.3

Time Sensitive Materials

ADSs:	American Depositary Shares.
ADS CUSIP No.:	45258D105.
RADS CUSIP No.:	4525D998.
ADS Record Date:	April 7, 2022.
Meeting Specifics:	Annual General Meeting of Shareholders to be held on Thursday, May 12, 2022 at 2 P.M. (British Summer Time) at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2022 (the “Meeting”).
Meeting Agenda:	Please note that the Company’s Notice of Meeting and 2021 Annual Report are available on the Company's website at https://ir.immunocore.com.
ADS Voting Instructions Deadline:	On or before 10:00 A.M. (New York City time) on May 6, 2022.
Deposited Securities:	Ordinary Shares (the “Shares”) of Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”).
ADS Ratio:	One (1) Share to one (1) ADS.
Depositary:	Citibank, N.A.
Custodian of Deposited Securities:	Citibank, N.A., London Branch
Deposit Agreement:	Deposit Agreement, dated as of February 9, 2021, by and among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs.

Exhibit 99.4