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Preliminary Proxy Statement

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No fee required

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1.

To re-appoint as a director Bahija Jallal, Ph.D., who retires in accordance with the articles of association.

2.

To re-appoint as a director Professor Sir John Bell, who retires in accordance with the articles of association.

3.

To approve, on advisory basis, the compensation of our named executive officers, as disclosed in the attached proxy statement.

4.

To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers.

5.

To ratify the appointment of Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.S. independent registered public accounting firm for the year ending December 31, 2024.

6.

To re-appoint Deloitte LLP, a limited liability partnership organized under the laws of England, as our U.K. statutory auditors, to hold office until the conclusion of our next annual general meeting of shareholders.

7.

To authorize the directors to determine our U.K. statutory auditors’ remuneration for the year ending December 31, 2024.

8.

To receive and adopt our U.K. statutory annual accounts and reports for the year ended December 31, 2023 (the “2023 U.K. Annual Report”).

9.

To approve our directors’ remuneration report for the year ended December 31, 2023, which is set forth as Annex A to the attached proxy statement and on pages 17 to 25 (inclusive) of the 2023 U.K. Annual Report.

10.

To authorize 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 organizations other than political parties not exceeding £50,000 in total; and

c.

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

11.

That, with effect from the conclusion of the AGM, the draft articles of association produced to the AGM and, for the purpose of identification, initialed by the Chairman, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company’s existing articles of association.

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To vote on the internet, go to https://www.investorcentre.co.uk/eproxy to appoint a proxy electronically and follow the instructions (see instructions on form of proxy).

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If you have received a hard-copy form of proxy simply complete, sign and date the enclosed form of proxy and return it promptly in the envelope provided.

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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. 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 2:30 p.m. London time (9:30 a.m. Eastern Daylight Time) on May 21, 2024. 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. 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

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You may also be able to appoint a proxy electronically via the Proxymity platform, a process to which we have agreed and which has been approved by Computershare, our registrar. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy via the Proxymity platform.

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To vote in person, come to the AGM and we will give you a poll card when you arrive.

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If you attend the AGM electronically, you can vote by using the online platform at meetnow.global/IHCAGM2024.

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entering a new vote over the internet;

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submitting another signed form of proxy bearing a later date;

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amending an instruction via the CREST electronic proxy appointment service;

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if you are an institutional investor that has appointed a proxy electronically through Proxymity, by entering a new voting instruction via your voting platform;

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an ordinary shareholder of record may change his or her vote by voting in person or electronically at the AGM.

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Class III, which consists of Bahija Jallal, Ph.D. and Professor Sir John Bell, whose current terms will expire at the upcoming AGM;

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Class I directors: Travis Coy, Roy S. Herbst, M.D., Ph.D. and Professor Sir Peter Ratcliffe, whose current terms will expire at the 2025 annual general meeting of shareholders; and

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Class II directors: Siddharth Kaul, Robert Perez and Kristine Peterson, whose current terms will expire at the 2026 annual general meeting of shareholders.

(1)

Audit fees consisted of fees for the audit of our annual financial statements and other professional services provided in connection with the statutory and regulatory filings or engagements, including fees for the review of our interim financial information, comfort letters and consents.

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AUTHORIZATION OF OUR AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS’ REMUNERATION FOR THE YEAR ENDING DECEMBER 31, 2024

11.3.

All the provisions in these Articles as to general meetings shall apply, with any necessary modifications, to every class meeting except that the quorum at every such meeting shall not be less than two persons holding or representing by proxy at least one-third in number of the issued shares of the class (excluding any shares of that class held as treasury shares).

52.

Quorum at general meetings

52.1

two qualifying persons are present at a meeting unless each is a qualifying person only because (i) he is authorised to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation or (ii) he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member; and

52.2

those qualifying persons present together hold (or are the representative or proxy of members in relation to the meeting holding) at least one-third of the number of the issued shares (excluding any shares held as treasury shares) entitled to vote on the business to be transacted.

53.

Procedure if quorum not present

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Committee Chairperson

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determining whether to appoint, reappoint or remove any auditors, and making recommendations to the board of directors to be put to the shareholders for approval at the annual general meeting;

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reviewing audit plans, the adequacy of staffing and fees, whilst overseeing the negotiation and execution of any engagement letters on our behalf;

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at least annually, assessing the qualifications, performance, and independence of the auditors, or in the case of prospective auditors, before they are engaged;

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overseeing the policies and procedures governing how we may employ individuals who are or once were employed by the auditors;

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reviewing results of the annual audit, audited financial statements, periodic and annual reports, earnings announcements, proxy report, accounting principles and policies;

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evaluating management’s cooperation with the auditors during their audit examination;

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reviewing and reporting on policies on financial risk management and assessment;

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reviewing the audit plan of any internal audit team;

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reviewing the scope, design, adequacy and effectiveness of internal controls;

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overseeing our policies, procedures, plans and information technology systems designed to ensure and manage risks relating to the security, confidentiality, availability and integrity of information, as well as the operation and effectiveness thereof;

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reviewing correspondence with regulators or governmental agencies that raise material issues regarding our financial statements or accounting policies;

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overseeing procedures for receiving, retaining and investigating complaints;

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monitoring compliance with our Code of Business Conduct and Ethics and related party transactions rules; and

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reviewing with management legal and regulatory compliance and any actual, pending, or threatened legal or financial matters that could significantly affect our business or financial statements or as otherwise deemed appropriate by the audit committee.

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reviewing, modifying and overseeing the company’s overall compensation strategy and policies in light of our specific business objectives;

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reviewing and approving the compensation and other terms of employment of our Chief Executive Officer;

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reviewing and approving all elements of the compensation and other terms of employment of the executive officers, non-executive members of the board of directors and other senior management reporting directly to the Chief Executive Officer;

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reviewing and recommending to the board of directors for its approval the type and amount of compensation to be paid or awarded to members of the board of directors;

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undertaking sole responsibility for the appointment, authority to select, retain, and terminate any compensation and oversight of the work of compensation consultants, legal counsel, or any other advisors engaged for the purpose of advising the remuneration committee;

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exercising full power and authority to adopt, amend, terminate, and administer our equity award, pension, and profit sharing plans, incentive plans, bonus plans, executive benefit plans, stock purchase plans, deferred compensation plans and other similar programs;

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when required, reviewing and discussing with management our Compensation Discussion and Analysis section of our annual reports, registration statements, proxy statements, or information statements filed with the SEC;

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reviewing and discussing with management any conflicts of interest raised;

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overseeing the preparation of any report required by applicable U.S. and U.K. rules and regulations to be included in our public filings relating to compensation policy and practices, including but not limited to the directors’ remuneration report required under the Companies Act; and

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overseeing “clawback” or similar policies allowing us to recoup compensation paid to employees.

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identifying and evaluating candidates, including nomination of incumbent directors for re-election and nominees recommended by shareholders to serve on the board of directors;

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making recommendations to the board of directors regarding nominees for directors at the next annual general meeting;

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periodically reviewing the performance of the board of directors, including committees of the board of directors and management;

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overseeing the board of directors’ committee structure and operations, including authority to delegate to subcommittees and committee reporting to the board of directors;

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reviewing with the Chief Executive Officer the succession plans for our executive officers;

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instituting plans or programs for the continuing education of directors and orientation of new directors, as it deems appropriate; and

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periodically reviewing the processes and procedures to provide information to the board of directors and its committees.

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each beneficial owner of 5% or more of our outstanding ordinary shares and non-voting ordinary shares;

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each of our directors and executive officers; and

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all of our directors and executive officers as a group.

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Less than one percent.

(1)

The information shown is based solely on a Schedule 13G/A filed with the SEC on February 14, 2024 by RTW Investments, LP and Roderick Wong, M.D. Consists of 6,096,387 ordinary shares held by certain funds managed by RTW Investments, LP (collectively, the “RTW Funds”). RTW Investments, LP is the investment adviser to the RTW Funds. Roderick Wong, M.D. is the Managing Partner and Chief Investment Officer of RTW Investments, L.P. The business address for each of these entities and individuals is 40 10th Avenue, Floor 7, New York, New York 10014.

(2)

The information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 8, 2024 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. Consists of ordinary shares owned of record by clients of one or more investment advisers (the “Wellington Investment Advisors” directly or indirectly owned by Wellington Management Group LLP. Wellington Investment Advisors Holdings LLP controls directly, or indirectly

(3)

The information shown is based solely on a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Associates, Inc. Consists of ordinary shares beneficially owned by T. Rowe Price Associates, Inc. T. Rowe Price Associates, Inc. has sole voting power with respect to 517,574 ordinary shares and sole dispositive power with respect to 2,944,574 shares. The business address for T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(4)

This information shown is based solely on a Schedule 13G/A filed with the SEC on February 14, 2024 by Rock Springs Capital Management LP, Rock Springs Capital LLC and Rock Springs Capital Master Fund LP. Consists of 2,661,507 ADSs held by Rock Springs Capital Master Fund LP. Each of Rock Springs Capital Management LP and Rock Springs Capital LLC may be deemed to be the beneficial owner of the ADSs held by Rock Springs Capital Master Fund LP. The business address for each of Rock Springs Capital Management LP and Rock Springs Capital LLC is 650 South Exeter Street, Suite 1070, Baltimore, Maryland 21202, and the business address for Rock Springs Capital Master Fund LP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.

(5)

The information shown is based upon disclosures on a Schedule 13G filed with the SEC on February 10, 2022 by Eli Lilly S.A and Eli Lilly and Company. Consists of 2,548,145 ordinary shares held by Eli Lilly S.A. Eli Lilly and Company has voting and dispositive power over the shares held by Eli Lilly S.A. The business address for each of these entities is c/o Lilly Corporate Center, Indianapolis, Indiana 46285.

(6)

Consists of 3,901,271 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Dr. Jallal.

(7)

Consists of (a) 19,230 ordinary shares held by Mr. Di Donato and (b) 124,703 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Mr. Di Donato.

(8)

Consists of 756,385 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Dr. Berman.

(9)

Consists of 8,543 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Ms. St. Leger.

(10)

Consists of (a) 13,452 ordinary shares and (b) 78,264 ordinary shares underlying options that are or will be immediately exercisable within 60 days of March 31, 2024 held by Professor Sir John Bell.

(11)

Consists of 31,480 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Mr. Herbst.

(12)

Consists of 15,236 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Mr. Kaul.

(13)

Consists of 45,566 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by Ms. Peterson.

(14)

Consists of (a) 333 ordinary shares and (b) 22,852 ordinary shares underlying options that are or will be immediately exercisable within 60 days of March 31, 2024 held by Professor Sir Peter Ratcliffe.

(15)

Consists of (a) 33,015 ordinary shares and (b) 4,984,300 ordinary shares underlying options that are or will be exercisable within 60 days of March 31, 2024 held by our named executive officers and directors.

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the amounts involved exceeded or will exceed $120,000; and

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a director, executive officer, holder of more than 5% of our ordinary shares or any member of their immediate family had or will have a direct or indirect material interest.

(1)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with ASC Topic 718 (as defined below). Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 28, 2024. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options.

(2)

The following table provides information regarding the number of ordinary shares underlying option awards granted to our non-employee directors that were outstanding as of December 31, 2023. None of our non-employee directors held other unvested stock awards as of December 31, 2023.

(3)

Each of Mr. Coy and Mr. Perez has elected to forgo remuneration in respect of their services as non-executive directors.

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Bahija Jallal, Ph.D., our Chief Executive Officer (our principal executive officer);

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Brian Di Donato, our Chief Financial Officer and Head of Strategy (our principal financial officer);

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David Berman, M.D., Ph.D., our Head of Research and Development; and

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Tina St. Leger, our Chief Human Resources Officer.

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Our clinical programs are being conducted with patients with a broad range of cancers including melanoma, ovarian and lung, among others. We believe that these other tumor types have large addressable patient populations and significant unmet need.

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We are progressing two late-stage clinical programs within our ImmTAC (Immune mobilizing monoclonal TCRs Against Cancer) portfolio, including KIMMTRAK and the PRAME-targeted ImmTAC IMC-F106C.

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Annual Incentive Plan Payout: 2023 was a transformative year for us, evidenced by our product launching in nine additional countries and reaching price agreements in three others, as well as our progress on our broader pipeline. After considering our overall performance, our remuneration committee determined that the corporate objectives under our annual incentive plan were achieved at 110% of target for named executive officers and all other employees.

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Recoupment Policy: We have adopted a recoupment, or “clawback,” policy that would allow us to recover certain incentive compensation in the event of accounting restatements by us covered by the policy.

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Peer Group Refresh: Given our growth trajectory, we annually reshape the peer group we utilize to set the compensation for our executives to ensure the companies included continue to match our geographic footprint, business focus, size and financial performance.

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Consultant Request for Proposals (RFP): During 2023, the remuneration committee conducted an RFP process, as is good governance from time to time, for support related to its compensation consultant advisory needs. Through this process, the remuneration committee selected Aon as its new independent compensation consultant.

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Motivate, attract and retain highly qualified executives who have the potential to support our growth.

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Create a competitive, fair, reasonable and balanced compensation program that rewards executives’ performance and contributions to our short- and long-term business results, while closely aligning the interests of the executives with those of shareholders.

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Emphasize pay for performance, with a program that aligns executive incentives to shareholder value creation.

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Provide base salaries consistent with each executive’s responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security.

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Ensure a significant portion of each executive’s compensation is tied to our future share performance, thus aligning their interests with those of our shareholders.

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Utilize equity compensation and vesting periods for equity awards that encourage executives to remain employed and focus on sustained share price appreciation.

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Adopt a mix between cash (fixed and at-risk) and equity compensation designed to encourage strategies and actions that are in our short- and long-term best interests.

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conducting an executive market pay analysis;

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developing a group of peer companies to use as a reference in making executive compensation decisions;

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evaluating current executive pay practices and considering alternative compensation programs; and

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reviewing our director compensation policies and practices.

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Stock Exchange: We focused on companies that are publicly traded on either the Nasdaq Stock Market, New York Stock Exchange or London Stock Exchange;

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Sector & Geography: We focused on biotechnology or pharmaceuticals companies that are headquartered in the United States or United Kingdom;

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Employee Size: We focused on companies with a headcount ranging from ½ to two times our then-current headcount (between 160 to 650 full-time employees);

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Market Capitalization: We focused on companies with a market capitalization representing roughly 1/2 to three times our then-current market capitalization (between $1 billion to $6 billion); and

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Revenue: We focused on companies with annual revenue below $350 million (compared to our approximately $36 million in then-projected revenue as a rapidly growing, newly commercial company).

(1)

Ms. St. Leger’s base salary is paid in British Pounds. This amount represents the approximate dollar value of her base salary converted to United States Dollars using the British Pound to United States dollar exchange rate of 1.24, which represents an average for fiscal year 2023.

(1)

Over the last two fiscal years, the remuneration committee has formalized an objective, numeric methodology for calculating the annual performance bonus achievement. In both of those years, the remuneration committee did not apply an individual performance modifier to Dr. Jallal’s bonus achievement. Instead, Dr. Jallal’s bonus payment was determined solely based on the approved corporate scorecard achievement (after any adjustment for overall Company performance by the remuneration committee).

(2)

Ms. St. Leger’s incentive payment is paid in British Pounds. This amount represents the approximate dollar value of her base salary converted to United States Dollars using the British Pound (“GBP”) to United States Dollar (“USD”) exchange rate of 1.24, which represents an average for fiscal year 2023.

(1)

Salary amounts represent actual amounts earned during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Base Salaries” for further information.

(2)

In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in note 10 to our audited consolidated financial statements included in the Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by our named executive officers upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options.

(3)

Reflects performance-based cash bonuses awarded to our named executive officers during the periods presented. See “—Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Performance Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded.

(4)

Amounts for 2023 reflect the following: (i) 401(k) matching contributions for each of Dr. Jallal, Mr. Di Donato and Dr. Berman in the amount of $16,500 each, (ii) matching contribution to our United Kingdom defined contribution retirement plan for Ms. St. Leger in the amount of $12,692 and $2,284 for her medical and dental benefits and (iii) tax equalization gross-up payments in the amounts of $20,961, $10,116 and $7,625 for 2023 for Dr. Jallal, Mr. Di Donato and Dr. Berman, respectively.

(5)

Prior to January 1, 2024, we qualified as a foreign private issuer within the meaning of the Exchange Act. As a result, none of Mr. Di Donato, Dr. Berman or Ms. St. Leger was a named executive officer for 2021 and 2022, nor have we previously reported individual compensation for any of these named executive officers. Accordingly, we have excluded compensation for each of Mr. Di Donato, Dr. Berman or Ms. St. Leger for 2021 and 2022.

(6)

The base salary, bonus, non-equity incentive plan compensation, and all other compensation amounts for Ms. St. Leger for the fiscal year ended December 31, 2023, reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023.

(1)

The amounts set forth in the “Target” column represent target bonus amounts for each named executive officer for 2023 under our 2023 performance bonus program. The dollar value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. In no event may Dr. Jallal’s bonus exceed 150% of her base salary. See “Compensation Discussion and Analysis—Elements of Our Fiscal Year 2023 Executive Compensation Program—Annual Performance Bonuses” for a description of the material terms of the program pursuant to which this compensation was awarded. The target bonus amount for Ms. St. Leger for the fiscal year ended December 31, 2023 reflects the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023.

(2)

All of the awards were granted under the 2021 EIP. Twenty-five percent of the ordinary shares subject to this award vested on the first anniversary of the vesting commencement date, and the remaining shares vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each vesting date.

(3)

Amounts reported represent the aggregate grant date fair value of option awards granted during 2023 presented computed in accordance with ASC Topic 718 for share-based compensation transactions. Assumptions used in the calculation of these amounts are included in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the options, the exercise of the options or the sale of the ordinary shares underlying such options.

(1)

All of the awards in this table granted prior to February 4, 2021 were granted under our pre-IPO equity incentive plans, and all awards in this table granted on or subsequent to February 4, 2021 were granted under the 2021 EIP.

(2)

Twenty-five percent of the ordinary shares subject to this award vested or vest on the first anniversary of the vesting commencement date, and the remaining shares vest in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued service through each vesting date.

(3)

The options granted to Dr. Jallal on January 7, 2019, vesting over a five-year period were modified during 2020 and immediately prior to the IPO to reflect the terms of our Series B financing and to clarify that they would not immediately vest upon our IPO. Twenty-five percent of the shares subject to the award vested on the second anniversary of the grant date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date.

(4)

Represents price in connection with IPO.

(5)

The options granted to Dr. Berman on September 13, 2018, vesting over a four-year period were modified during 2020 and immediately prior to the IPO to reflect the terms of our Series B financing and to clarify that they would not immediately vest upon our IPO. Twenty-five percent of the shares subject to the award vested on the first anniversary of the grant date, and the remaining shares vest in quarterly installments thereafter, subject to the officer’s continued service through each vesting date.

(1)

The value realized on exercise is based on the closing price of our ADSs on Nasdaq on the date of exercise minus the exercise price and does not reflect actual proceeds received.

(1)

Includes one-and-a-half times target bonus for all the named executive officers (other than Dr. Jallal at two-times target bonus), plus another full year of bonus at target for the year of termination assuming a termination date of December 31, 2023.

(2)

The value of the acceleration is based on the excess of the closing price of our ADSs on Nasdaq at December 29, 2023, being $68.32 per share, over the exercise price of the options for all in-the-money options, excluding underwater options.

(3)

Includes the cost of coverage for the continuation of applicable benefits under COBRA for the United States named executive officers and continuation of medical and dental benefits for Ms. St. Leger for the applicable period.

(4)

Amounts for Ms. St. Leger reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.24, which represents an average for fiscal year 2023.

(1)

Includes our: (a)(1) 2020 Company Share Option Plan; (2) 2020 Non Tax-Advantaged Share Option Plan; (3) 2018 Non Tax-Advantaged Share Option Plan; (4) 2015 Company Share Option Plan; (5) 2015 Non Tax-Advantaged Share Option Plan; (6) Immunocore Limited Share Option Scheme, and (7) various standalone equity agreements (collectively, the “Legacy Arrangements”) and (b) 2021 EIP.

(2)

Includes the 2021 EIP. Options or other share awards granted under the Legacy Arrangements that are forfeited, terminated, expired or repurchased become available for issuance under the 2021 EIP, up to a maximum of 4,551,360 ordinary shares. In accordance with the terms of the 2021 EIP, the total number of our common shares reserved for issuance thereunder automatically increased on January 1st in an amount equal to 5.0% of the total number of shares of ordinary shares outstanding on December 31st of the preceding year. Accordingly, on January 1, 2024, the number of our common shares available for issuance under the 2021 EIP increased by 2,400,549 shares pursuant to this provision. These increases are not reflected in the table above.