Annual General Meeting of Shareholders

The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on May 6, 2022 for action to be taken.

2022 VOTING INSTRUCTIONS		AMERICAN DEPOSITARY SHARES
		Immunocore Holdings plc (the “Company”)

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.
Depositary:	Citibank, N.A.
Deposit Agreement:	Deposit Agreement, dated as of February 9, 2021.
Deposited Securities:	Ordinary Shares of the Company (“Shares”).
Custodian:	Citibank, N.A., London Branch.

The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement and identified on the reverse side hereof (such American Depositary Shares, the “ADSs”) hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.

The Depositary has been advised by the Company that under the Articles of Association of the Company voting at any meeting of shareholders is by poll.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (i) the Company does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Deposited Securities may be adversely affected.

Please indicate on the reverse side hereof how the Deposited Securities are to be voted.

The Voting Instructions must be marked, signed and returned on time in order to be counted.

By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.

RESOLUTIONS

Ordinary Resolutions

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”).

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.

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.

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.

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.

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.

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.

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

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,

in each case during the period beginning with the date of the Annual General Meeting and ending at the close of business on the day on which the next annual general meeting of the Company is held or 12 May 2023, whichever is later. The maximum amounts in (a), (b) and (c) may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

For the purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organisations” and “political expenditure” have the meanings set out in sections 363 to 365 of the Companies Act 2006.

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).