Exhibit
No.
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Description
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Notice of Annual General Meeting.
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Form of Proxy.
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Depositary’s Notice of Annual General Meeting.
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American Depositary Share Voting Instruction Card.
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IMMUNOCORE HOLDINGS PLC
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Date: April 18, 2023
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By:
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/s/ Bahija Jallal, Ph.D.
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Name:
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Bahija Jallal, Ph.D.
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Title:
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Chief Executive Officer
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“Act”
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the Companies Act 2006 (as amended);
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“ADSs”
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American Depositary Shares, each an “ADS” and each representing one Ordinary Share;
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“AGM” or “Annual General Meeting”
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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;
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“Articles”
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the articles of association of the Company in force at the date of this document;
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“Audit Committee”
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the audit committee of the Board;
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“Company”
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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;
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“Computershare” or “Registrar”
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Computershare Investor Services PLC;
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“Deferred Shares”
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the deferred shares of £0.0001 each in the capital of the Company;
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“Depositary”
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Citibank, N.A., the depositary for the ADSs;
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“Directors” or “Board”
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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;
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“Directors’ Remuneration Policy”
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the Directors’ remuneration policy of the Company set out on pages 22 to 44 of the UK Annual Report;
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“Directors’ Remuneration Report”
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the Directors’ remuneration report of the Company set out on pages 19 to 44 of the UK Annual Report;
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“Non-Voting Ordinary Shares”
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the non-voting ordinary shares of £0.002 each in the capital of the Company;
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“Notice of Annual General Meeting”
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the notice convening the Annual General Meeting as set out on pages 9 to 10 of this document; |
“Ordinary Shares”
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the ordinary shares of £0.002 each in the capital of the Company;
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“Remuneration Committee”
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the remuneration committee of the Board;
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“Resolutions”
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the resolutions to be proposed at the Annual General Meeting as set out in the Notice of Annual General Meeting, each a “Resolution”; |
“SEC”
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the U.S. Securities and Exchange Commission;
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“Shareholders”
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the holders of Ordinary Shares; and
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“UK Annual Report”
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the accounts for the Company for the financial year ended 31 December 2022, together with the reports of the Directors and the auditor thereon.
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Directors
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Registered Office
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Professor Sir John Bell (Chairman)
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92 Park Drive, Milton Park
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Dr. Bahija Jallal (Chief Executive Officer and Director)
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Abingdon, Oxfordshire
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Travis Coy (Non-executive Director)
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United Kingdom
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Roy S. Herbst, M.D., Ph.D. (Non-executive Director)
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OX14 4RY
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Siddharth Kaul (Non-executive Director)
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Robert Perez (Non-executive Director)
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Kristine Peterson (Non-executive Director)
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Professor Sir Peter J. Ratcliffe (Non-executive Director)
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1.
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Introduction
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2. |
Action to be taken in respect of the Annual General Meeting
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by completing and returning the paper form of proxy enclosed with this document, if applicable. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any
alterations must be initialled;
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by logging on to https://www.investorcentre.co.uk/eproxy and following the instructions; or
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via the CREST electronic proxy appointment service (see notes 13 to 15 on pages 12 and 13).
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3. |
How to attend and speak at the Annual General Meeting
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4. |
Resolutions
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5. |
Directors’ recommendation and voting intentions
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1. |
To receive and adopt the accounts of the Company for the financial year ended 31 December 2022 together with the reports of the the directors of the Company (the “Directors”)
and the auditor thereon (the “UK Annual Report”).
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2. |
To approve the Directors’ Remuneration Report (other than the Directors’ Remuneration Policy), as set out in the UK Annual Report, for the financial year ended 31 December 2022.
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3. |
To re-appoint Robert Perez as a Director of the Company, who is retiring in accordance with article 81.3 of the Company’s articles of association and, being eligible, is offering himself for re-
appointment.
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4. |
To re-appoint Kristine Peterson as a Director of the Company, who is retiring in accordance with article 81.3 of the Company’s articles of association and, being eligible, is offering herself for re-
appointment.
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5. |
To re-appoint Siddharth Kaul as a Director of the Company, who is retiring in accordance with article 81.3 of the Company’s articles of association and, being eligible, is offering himself for re-
appointment.
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6. |
To appoint Deloitte 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.
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7. |
To authorise the Directors to determine the auditor’s remuneration.
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8. |
To authorise the Company and all of its subsidiaries at any time during the period for which this resolution has effect to:
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(a) |
make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
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(b) |
make political donations to political organisations other than political parties not exceeding £50,000 in total; and
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(c) |
incur political expenditure not exceeding £50,000 in total,
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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 2:00 p.m.
(British Summer Time). If 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).
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2. |
In order to participate at the AGM electronically, you will need to visit meetnow.global/IHCAGM2023 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.
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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.
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4. |
Access to the AGM via meetnow.global/IHCAGM2023 will be available from 1:45 p.m. (British Summer Time) on 16 May 2023. 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.
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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”.
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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.
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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:
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a. |
by completing and returning the paper form of proxy enclosed with this notice, if applicable. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any
alterations must be initialled;
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b. |
by logging on to https://www.investorcentre.co.uk/eproxy and following the instructions; or
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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.
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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 2:00 p.m. (British Summer Time) on 12 May 2023 (or, if the AGM is adjourned, by 2:00 p.m. (British Summer Time) on the day two working days prior to the adjourned meeting).
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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.
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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.
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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).
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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. 2:00 p.m. (British Summer Time) on 12 May 2023
(or, if the AGM is adjourned, by 2:00 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.
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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.
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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 2:00 p.m. (British Summer Time) on 12 May
2023. 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.
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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.
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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.
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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 2:00 p.m. (British Summer Time) on 5 May 2023. 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.
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18. |
As at 14 April 2023 (the latest practicable date before the publication of this notice), the issued share capital of the Company was 46,225,240 Ordinary Shares (including Ordinary Shares represented by
ADSs), 2,164,960 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 14 April 2023 is 46,225,240.
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19. |
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.
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20. |
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.
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by completing and returning the paper form of proxy enclosed with this notice, if applicable. Please read the instructions carefully to ensure you have completed and signed the form correctly. Any
alterations must be initialled;
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by logging on to https://www.investorcentre.co.uk/eproxy and following the instructions; or
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via the CREST electronic proxy appointment service (see notes 13 to 15 on pages 12 and 13).
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2. |
Holders of ADSs
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![]() |
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All Correspondence to: | |
Computershare Investor Services PLC
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The Pavilions, Bridgwater Road, | |
Bristol, BS99 6ZY
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1. |
Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to
appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in
the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the
proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so
how, he votes).
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2. |
To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 0387 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see
reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be
signed and should be returned together in the same envelope.
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3. |
The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the
proportion of the votes 'For' and 'Against' a resolution.
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4.
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Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by
reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining
the rights of any person to attend and vote at the meeting.
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5. |
To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours
before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the
message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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6. |
The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 0387 to request a change of address form or go to www.investorcentre.co.uk to use
the online Investor Centre service.
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7. |
Any alterations made to this form should be initialled.
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8. |
The completion and return of this form will not preclude a member from attending the meeting and voting in person.
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Time Sensitive
Materials
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ADSs:
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American Depositary Shares.
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ADS CUSIP No.:
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45258D105.
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RADS CUSIP No.:
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4525D998.
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ADS Record Date:
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April 10, 2023.
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Meeting Specifics:
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Annual General Meeting of Shareholders to be held on
Tuesday, May 16, 2023 at 2:00 P.M. (British Summer Time) at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and electronically via meetnow.global/IHCAGM2023 (the “Meeting”).
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Meeting Agenda:
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Please note that the Company’s Notice of Meeting and
2022 Annual Report are available on the Company's website at https://ir.immunocore.com.
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ADS Voting Instructions
Deadline:
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On or before 10:00 A.M. (New York City time) on
May 10, 2023.
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Deposited Securities:
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Ordinary Shares (the “Shares”) of Immunocore Holdings
plc, a public limited company incorporated under the laws of England and Wales (the “Company”).
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ADS Ratio:
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One (1) Share to one (1) ADS.
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Depositary:
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Citibank, N.A.
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Custodian of
Deposited Securities:
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Citibank, N.A., London Branch.
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Deposit Agreement:
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Deposit Agreement, dated as of February 9, 2021, by and
among the Company, the Depositary, and all Holders and Beneficial Owners of ADSs.
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Citibank, N.A., as Depositary
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2023 VOTING INSTRUCTIONS
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AMERICAN DEPOSITARY SHARES
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ADS CUSIP No.:
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45258D105.
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RADS CUSIP No.:
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4525D998.
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ADS Record Date:
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April 10, 2023.
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Meeting Specifics:
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Annual General Meeting of Shareholders to be held on Tuesday, May 16, 2023 at 2:00 P.M. (British Summer Time) at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom and
electronically via meetnow.global/IHCAGM2023 (the “Meeting”).
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Meeting Agenda:
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Please note that the Company’s Notice of Meeting and 2022 Annual Report are available on the Company's website at https://ir.immunocore.com.
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Depositary:
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Citibank, N.A.
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Deposit Agreement:
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Deposit Agreement, dated as of February 9, 2021.
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Deposited Securities:
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Ordinary Shares of the Company (“Shares”).
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Custodian:
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Citibank, N.A., London Branch.
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1. |
To receive and adopt the accounts of the Company for the financial year ended 31 December 2022 together with the reports of the the directors of the Company (the “Directors”) and the auditor thereon (the “UK Annual Report”).
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2. |
To approve the Directors’ Remuneration Report (other than the Directors’ Remuneration Policy), as set out in the UK Annual Report, for the financial year ended 31 December 2022.
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3. |
To re-appoint Robert Perez as a Director of the Company, who is retiring in accordance with article 81.3 of the Company’s articles of association and, being eligible, is offering himself for re-appointment.
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4. |
To re-appoint Kristine Peterson as a Director of the Company, who is retiring in accordance with article 81.3 of the Company’s articles of association and, being eligible, is offering herself for re-appointment.
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5. |
To re-appoint Siddharth Kaul as a Director of the Company, who is retiring in accordance with article 81.3 of the Company’s articles of association and, being eligible, is offering himself for re-appointment.
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6. |
To appoint Deloitte 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.
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7. |
To authorise the Directors to determine the auditor’s remuneration.
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8. |
To authorise the Company and all of its subsidiaries at any time during the period for which this resolution has effect to:
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(a) |
make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
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(b) |
make political donations to political organisations other than political parties not exceeding £50,000 in total; and
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(c) |
incur political expenditure not exceeding £50,000 in total,
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A
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Issues
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Immunocore Holdings plc
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Ordinary Resolutions
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For Against Abstain
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Resolution 1
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☐ | ☐ | ☐ | |
Resolution 2
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☐ | ☐ | ☐ | |
Resolution 3
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☐ | ☐ | ☐ | |
Resolution 4
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☐ | ☐ | ☐ | |
Resolution 5
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☐ | ☐ | ☐ | |
Resolution 6
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☐ | ☐ | ☐ | |
Resolution 7
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☐ | ☐ | ☐ | |
Resolution 8
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☐ | ☐ | ☐ |
Signature 1 - Please keep signature within the line |
Signature 2 - Please keep signature within the line |
Date (mm/dd/yyyy) | ||
/ / |