Immunocore Holdings PLC

This advisory proposal asks shareholders to approve, on a non-binding basis, the overall compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative. Management is seeking shareholder approval to validate its pay decisions, demonstrating alignment of pay with the company’s strategic objectives and market practices; while non-binding, the board and remuneration committee will consider the vote outcome when setting future compensation. The context includes the company’s transition to a U.S. domestic issuer, a commercial-stage biotech profile with revenue from KIMMTRAK, and recent introduction of RSUs as part of the long-term incentive mix alongside options. The remuneration committee emphasizes pay-for-performance, a significant portion of pay “at risk,” and retention/market competitiveness, referencing peer data and consultant Aon’s analysis. Shareholders should note that the vote does not alter contractual arrangements and is advisory; however, it serves as a signal to the board on shareholder sentiment regarding executive pay levels, structure and decisions (e.g., the 2025 corporate scorecard weighting emphasizing TCR innovation and revenue). The board’s recommendation to vote FOR is justified by management’s view that compensation policies incentivize long-term value creation, align executives with shareholders through equity incentives, and reflect competitive market positioning. Potential investor concerns include level of realized pay in years where share price appreciation creates large option-derived gains and the recent adoption of RSUs which create guaranteed value irrespective of share-price upside; management counters that options remain a major component and RSUs were introduced to balance retention and market practice. The advisory nature means the company retains discretion but is committed to engaging with shareholders and may adjust practices in response to strong negative feedback; the compensation governance framework includes independent committee oversight, consultant advice, and clawback/malus provisions.

This proposal asks shareholders to empower the audit committee to determine the fee/remuneration payable to the U.K. statutory auditors for the 2026 year. Under the Companies Act, either shareholders or the meeting may fix auditors’ remuneration, and delegating this to the audit committee is customary corporate practice that enables the committee—closest to audit oversight—to negotiate appropriate engagement scope and fees. Management and the audit committee justify the delegation on efficiency and expertise grounds: the audit committee is responsible for auditor selection, oversight, and independence assessments and is better positioned to approve fee arrangements in light of audit scope, non-audit services and pre-approval policies. The proposal is routine and non-controversial; approval helps ensure timely contractual arrangements and allows the audit committee to respond to mid-year changes in audit scope or regulatory requirements without reconvening a shareholder vote. The board recommends FOR to maintain effective oversight and to allow the audit committee to exercise its statutory authority to ensure audit quality and independence. Relevant context includes disclosure of audit fees ($1.88 million in 2025) and a pre-approval policy for non-audit services, which the audit committee determined are compatible with auditor independence. From a governance perspective, delegating fee-setting to the audit committee aligns with best practices, but shareholders may monitor the nature and value of non-audit work to ensure the auditor’s independence is preserved.

This resolution asks shareholders to receive and adopt the Company’s audited U.K. annual accounts and directors’ and auditor’s reports for the fiscal year ended December 31, 2025. Adoption is a formal, customary step under the Companies Act that provides shareholders an opportunity to review and question the annual report and financial statements; it does not itself obligate the board to further actions but is an important governance milestone for transparency and statutory compliance. Management presents the report to enable a full-year review of financial performance, strategy execution (including commercial launch progress for KIMMTRAK), R&D pipeline updates and auditor commentary. The board recommends FOR, reflecting the audit committee’s review and recommendation that the audited financial statements be included in the Annual Report on Form 10-K; Deloitte’s audit work and related communications were reviewed. Shareholders should note this is a non-binding but statutory adoption vote intended to confirm receipt and acceptance of the published audited results, and the board will answer questions at the AGM regarding the report. From an analytical standpoint, adoption provides the market assurance that the board and its committees have vetted financial reporting and internal controls; it also sets the context for other governance items, such as remuneration disclosures and director reappointments. While the resolution itself does not change corporate policy, its passage is a necessary part of the statutory reporting cycle and a forum for shareholders to raise issues related to the company’s accounts and performance.

This advisory resolution seeks shareholder approval of the directors’ annual remuneration report (excluding the formal policy section), which discloses the remuneration outcomes for the year, the committee’s decisions and the link between pay and performance. Management asks for this advisory endorsement to demonstrate alignment between director pay practices and shareholder expectations in the U.K. governance context; while non-binding, the remuneration committee will consider voting results when designing future remuneration arrangements. The report includes details such as base salary decisions, bonus outcomes tied to a corporate scorecard (2025 achievement at 120%), EQIP awards (options and newly-introduced RSUs), pension, and severance/change-in-control protections; Deloitte audited the required portions. The board recommends FOR given the committee’s belief that the policies and procedures are effective in attracting and retaining high-quality directors and linking pay to performance. From an analytical perspective, shareholders should evaluate this resolution in light of the company’s stage—commercializing KIMMTRAK with growing revenue—and the committee’s balance between retention (RSUs) and performance orientation (options and scorecard-weighted bonuses). If significant opposition arises, the committee may re-engage with major holders to address concerns; the report’s transparency and the committee’s use of independent consultants (Aon) and peer benchmarking are intended to mitigate governance risk.

This ordinary resolution requests shareholder authority permitting the Company and its subsidiaries to make political donations and incur political expenditure up to capped amounts (£50,000 in each of three categories) during the period from the AGM to the 2027 AGM (or May 27, 2027, if later). The board explains that while the Company does not currently intend to make such donations or incur political expenditure, the statutory definitions in the Companies Act are broad and could otherwise inadvertently prohibit legitimate activities—such as advocacy or lobbying on regulatory matters relevant to the business—unless shareholder approval is obtained. The resolution therefore provides a limited, controlled authorization with clear caps and conversion mechanics for currencies, balancing operational flexibility with shareholder oversight. Management recommends FOR because this is a lawful precaution enabling necessary corporate interactions with policymakers while placing firm monetary limits on exposure and delegating currency conversion discretion to the board. From a governance perspective, investors may scrutinize this authorization to ensure the company does not use it to engage in material political spending; the low caps and the company’s explicit statement that it does not intend to make political donations should mitigate such concerns. If implemented, the board and management should disclose any use of this authority and ensure adherence to the company’s related party and disclosure policies to preserve investor trust. Overall, the resolution is a routine, precautionary authorization commonly used by U.K. public companies to avoid legal constraints on ordinary advocacy activities.