Immunocore (IMCR) Proxy filing summary

Executive summary

• The annual general meeting (AGM) will be held on May 27, 2026, as a hybrid event, allowing both in-person and electronic participation.

• Shareholders will vote on ten ordinary resolutions, including director re-appointments, executive compensation, auditor appointments, annual report adoption, and political expenditure authorization.

• The board recommends voting in favor of all resolutions and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Resolutions include re-appointing three directors, advisory approval of executive compensation, ratification and re-appointment of Deloitte LLP as auditors, adoption of the 2025 annual report, approval of the directors' remuneration report, and authorization for limited political donations.

• All resolutions require a simple majority; advisory votes on compensation and remuneration are non-binding but will be considered by the board.

• Shareholders can submit proposals for future meetings if they meet statutory thresholds.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; a majority of directors are independent per Nasdaq standards.

• The board has an independent chair and three standing committees: audit, remuneration, and nominating/corporate governance.

• Directors' biographies highlight significant industry, scientific, and executive experience.

• The nominating committee considers diversity, expertise, and shareholder recommendations for board candidates.