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RNS Number : 4725Y Indivior PLC 04 May 2023
Indivior PLC (the 'Company')
Result of Annual General Meeting ('AGM')
May 4, 2023
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 27 March 2023. 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
(http://www.indivior.com/en/investors/shareholder-information) .
RESOLUTION VOTES % VOTES % VOTES % of ISC VOTED(1) VOTES
FOR
AGAINST
TOTAL
WITHHELD(2)
1. To receive the Annual Report and Accounts 90,615,191 99.89% 98,842 0.11% 90,714,033 65.79% 1,725,948
2. To approve the Directors' Remuneration Report 85,979,331 93.02% 6,449,241 6.98% 92,428,572 67.04% 15,510
3. To elect Barbara Ryan 91,735,432 99.25% 694,693 0.75% 92,430,125 67.04% 12,866
4. To re-elect Peter Bains 92,066,676 99.62% 354,984 0.38% 92,421,660 67.03% 13,131
5. To re-elect Mark Crossley 92,213,602 99.76% 217,586 0.24% 92,431,188 67.04% 13,086
6. To re-elect Graham Hetherington 88,184,151 95.41% 4,245,897 4.59% 92,430,048 67.04% 12,943
7. To re-elect Jerome Lande 90,188,741 97.58% 2,232,939 2.42% 92,421,680 67.03% 13,111
8. To re-elect Joanna Le Couilliard 90,389,085 97.79% 2,041,004 2.21% 92,430,089 67.04% 12,902
9. To re-elect Dr A. Thomas McLellan 91,062,022 98.52% 1,368,973 1.48% 92,430,995 67.04% 13,186
10. To re-elect Lorna Parker 90,917,871 98.36% 1,512,270 1.64% 92,430,141 67.04% 12,850
11. To re-elect Daniel J. Phelan 87,828,436 95.02% 4,602,706 4.98% 92,431,142 67.04% 13,132
12. To re-elect Ryan Preblick 91,856,076 99.38% 575,112 0.62% 92,431,188 67.04% 13,086
13. To re-elect Mark Stejbach 92,202,622 99.76% 218,181 0.24% 92,420,803 67.03% 13,903
14. To re-elect Juliet Thompson 89,713,513 97.06% 2,715,790 2.94% 92,429,303 67.04% 13,688
15. To re-appoint PricewaterhouseCoopers LLP as Auditor 91,281,405 98.75% 1,154,510 1.25% 92,435,915 67.04% 8,358
16. To authorize the Audit Committee to determine the remuneration of the 92,431,495 100.00% 2,509 0.00% 92,434,004 67.04% 10,270
Auditor
17. To authorize the Company and any of its UK subsidiaries to make political 91,744,615 99.27% 676,094 0.73% 92,420,709 67.03% 15,396
donations and incur political expenditure
18. To authorize the Directors to allot shares 91,180,453 98.64% 1,254,294 1.36% 92,434,747 67.04% 9,527
19. To authorize the Directors to disapply pre-emption rights up to 10% of the 91,294,678 98.79% 1,115,745 1.21% 92,410,423 67.02% 23,878
issued capital (Special Resolution)
20. To authorize the Directors to disapply pre-emption rights up to an 89,281,038 96.61% 3,129,449 3.39% 92,410,487 67.02% 24,891
additional 10% for transactions which the Board determines to be an
acquisition or other capital investment (Special Resolution)
21. To authorize market purchases of the Company's ordinary shares (Special 91,056,131 98.75% 1,157,091 1.25% 92,213,222 66.88% 231,051
Resolution)
22. To call a general meeting other than an annual general meeting on not less 90,720,344 98.14% 1,715,477 1.86% 92,435,821 67.04% 7,170
than 14 clear days' notice (Special Resolution)
23. That the articles of association produced to the meeting (and for the 92,425,671 99.99% 9,631 0.01% 92,435,302 67.04% 8,551
purposes of identification signed by the Chair of the meeting) be adopted as
the articles of association of the Company with effect from the effective time
of the additional listing of the Company's ordinary shares on the NASDAQ stock
market
Notes
1. As at the close of business on May 4, 2023, the total
number of ordinary shares of US$0.50 eligible to be voted at the AGM was
137,875,429. Therefore, the total voting rights in the Company as at that
time was 137,875,429.
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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) in due course.
Computershare Investor Services PLC acted as scrutineer of the poll on all
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
Tulchan Communications
Tel: +44 207-353-4200
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.
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