Indivior PLC (the
'Company')
Result of Annual General Meeting ('AGM')
May
9, 2024
The Company announces the voting
results of its AGM, held earlier today at the Marlborough Theatre,
No. 11 Cavendish Square, London, W1G 0AN. All resolutions were duly passed by shareholders by
way of a poll.
Details of each resolution are set
out in the Notice of Meeting circulated to shareholders on March
28, 2024. The voting results, incorporating proxy
votes lodged in advance of the AGM, are set out below and will be
made available on the Company's website at http://www.indivior.com/en/investors/shareholder-information.
RESOLUTION
|
VOTES
FOR
|
%
|
VOTES
AGAINST
|
%
|
VOTES
TOTAL
|
% of ISC
VOTED1
|
VOTES
WITHHELD2
|
1. To receive the Annual Report and
Accounts
|
83,288,966
|
99.80%
|
165,691
|
0.20%
|
83,454,657
|
61.65%
|
1,845,894
|
2. To approve the Directors'
Remuneration Report
|
81,895,483
|
96.05%
|
3,368,205
|
3.95%
|
85,263,688
|
62.99%
|
36,863
|
3. To approve the Directors'
Remuneration Policy
|
82,968,417
|
97.29%
|
2,312,684
|
2.71%
|
85,281,101
|
63.00%
|
19,450
|
4. To elect Dr Keith
Humphreys
|
84,958,128
|
99.62%
|
322,029
|
0.38%
|
85,280,157
|
63.00%
|
20,394
|
5. To re-elect Peter
Bains
|
84,228,621
|
98.76%
|
1,053,518
|
1.24%
|
85,282,139
|
63.00%
|
18,412
|
6. To re-elect Mark
Crossley
|
85,076,791
|
99.76%
|
205,149
|
0.24%
|
85,281,940
|
63.00%
|
18,611
|
7. To re-elect Graham
Hetherington
|
75,151,144
|
88.67%
|
9,599,909
|
11.33%
|
84,751,053
|
62.61%
|
549,498
|
8. To re-elect Jerome
Lande
|
82,033,939
|
96.30%
|
3,154,894
|
3.70%
|
85,188,833
|
62.93%
|
111,718
|
9. To re-elect Joanna Le
Couilliard
|
65,343,609
|
76.62%
|
19,937,950
|
23.38%
|
85,281,559
|
63.00%
|
18,992
|
10. To re-elect Ryan
Preblick
|
84,824,554
|
99.46%
|
457,206
|
0.54%
|
85,281,760
|
63.00%
|
18,791
|
11. To re-elect Barbara
Ryan
|
64,906,362
|
76.11%
|
20,375,092
|
23.89%
|
85,281,454
|
63.00%
|
19,097
|
12. To re-elect Mark
Stejbach
|
82,216,429
|
97.95%
|
1,723,211
|
2.05%
|
83,939,640
|
62.01%
|
1,360,911
|
13. To re-elect Juliet
Thompson
|
65,016,619
|
76.24%
|
20,265,504
|
23.76%
|
85,282,123
|
63.00%
|
18,428
|
14. To re-appoint
PricewaterhouseCoopers LLP as Auditor
|
84,669,878
|
98.37%
|
1,400,547
|
1.63%
|
86,070,425
|
63.59%
|
11,812
|
15. To authorize the Audit &
Risk Committee to determine the remuneration of the
Auditor
|
85,284,447
|
99.98%
|
12,874
|
0.02%
|
85,297,321
|
63.01%
|
3,230
|
16. To authorize the Company and any
of its UK subsidiaries to make political donations and incur
political expenditure
|
84,307,459
|
99.58%
|
353,753
|
0.42%
|
84,661,212
|
62.54%
|
639,339
|
17. To approve the Indivior 2024
Long-Term Incentive Plan
|
84,996,255
|
99.66%
|
285,815
|
0.34%
|
85,282,070
|
63.00%
|
18,481
|
18. To approve the Indivior 2024
Savings-Related Share Option Plan
|
84,873,875
|
99.70%
|
254,634
|
0.30%
|
85,128,509
|
62.89%
|
172,042
|
19. To authorize the Directors to
allot shares
|
84,482,869
|
99.06%
|
799,620
|
0.94%
|
85,282,489
|
63.00%
|
18,062
|
20. To authorize the Directors to
disapply pre-emption rights up to 10% of the issued capital
(Special Resolution)
|
83,238,027
|
97.62%
|
2,026,671
|
2.38%
|
85,264,698
|
62.99%
|
35,853
|
21. To authorize the Directors to
disapply pre-emption rights up to an additional 10% for
transactions which the Board determines to be an acquisition or
other capital investment (Special Resolution)
|
82,512,208
|
96.76%
|
2,765,983
|
3.24%
|
85,278,191
|
63.00%
|
22,360
|
22. To authorize market purchases of
the Company's ordinary shares (Special Resolution)
|
83,848,743
|
98.39%
|
1,370,751
|
1.61%
|
85,219,494
|
62.96%
|
81,057
|
23. To call a general meeting other
than an annual general meeting on not less than 14 clear days'
notice (Special Resolution)
|
70,629,156
|
82.82%
|
14,655,004
|
17.18%
|
85,284,160
|
63.01%
|
16,391
|
Notes:
1. As at the
close of business on May 7, 2024, the total number of ordinary
shares of US$0.50 eligible to be voted at the AGM was
135,360,558. Therefore, the total voting rights in the
Company as at that time was 135,360,558.
2. A vote
withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution.
A copy of the special business
resolutions will be submitted to the National Storage Mechanism and
will be available to view at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
in due course.
Computershare Investor Services PLC
acted as scrutineer of the poll on all resolutions.
While all resolutions were passed at
today's AGM with a clear majority, the Board notes that resolutions
9, 11 and 13 received a significant number of votes against. The
Board understands this is primarily because Ms. Le Couilliard, Ms.
Ryan and Ms. Thompson do not hold shares in the Company.
Our shareholders' views are
important to us and we intend to engage with those shareholders who
voted against these resolutions.
Contact:
Kathryn Hudson
Company Secretary
Tel: +44 (0)1753 423940 / cosec@indivior.com
Jason Thompson
Vice
President, Investor Relations
Tel: +1-804-402-7123 / jason.thompson@indivior.com
Indivior PLC's Legal Entity
Identifier code is 213800V3NCQTY7IED471.