REG - Indivior PLC - Result of AGM

IndiviorAnnouncement

09/05/2024 15:30

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RNS Number : 8537N  Indivior PLC  09 May 2024

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
(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                                    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       85,284,447  99.98%  12,874      0.02%   85,297,321  63.01%             3,230
 of the Auditor
 16. To authorize the Company and any of its UK subsidiaries to make political   84,307,459  99.58%  353,753     0.42%   84,661,212  62.54%             639,339
 donations and incur political expenditure
 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  83,238,027  97.62%  2,026,671   2.38%   85,264,698  62.99%             35,853
 issued capital (Special Resolution)
 21. To authorize the Directors to disapply pre-emption rights up to an          82,512,208  96.76%  2,765,983   3.24%   85,278,191  63.00%             22,360
 additional 10% for transactions which the Board determines to be an
 acquisition or other capital investment (Special Resolution)
 22. To authorize market purchases of the Company's ordinary shares (Special     83,848,743  98.39%  1,370,751   1.61%   85,219,494  62.96%             81,057
 Resolution)
 23. To call a general meeting other than an annual general meeting on not less  70,629,156  82.82%  14,655,004  17.18%  85,284,160  63.01%             16,391
 than 14 clear days' notice (Special Resolution)

 

 

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
(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 (mailto:cosec@indivior.com)

Jason Thompson
Vice President, Investor Relations

Tel: +1-804-402-7123 / jason.thompson@indivior.com
(mailto:jason.thompson@indivior.com)

 

Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.

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