Last checked at 4 May 2023 14:48
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.
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED1 | VOTES WITHHELD2 |
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 Auditor | 92,431,495 | 100.00% | 2,509 | 0.00% | 92,434,004 | 67.04% | 10,270 |
17. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure | 91,744,615 | 99.27% | 676,094 | 0.73% | 92,420,709 | 67.03% | 15,396 |
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 issued capital (Special Resolution) | 91,294,678 | 98.79% | 1,115,745 | 1.21% | 92,410,423 | 67.02% | 23,878 |
20. 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) | 89,281,038 | 96.61% | 3,129,449 | 3.39% | 92,410,487 | 67.02% | 24,891 |
21. To authorize market purchases of the Company's ordinary shares (Special Resolution) | 91,056,131 | 98.75% | 1,157,091 | 1.25% | 92,213,222 | 66.88% | 231,051 |
22. To call a general meeting other than an annual general meeting on not less than 14 clear days' notice (Special Resolution) | 90,720,344 | 98.14% | 1,715,477 | 1.86% | 92,435,821 | 67.04% | 7,170 |
23. That the articles of association produced to the meeting (and for the 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 | 92,425,671 | 99.99% | 9,631 | 0.01% | 92,435,302 | 67.04% | 8,551 |
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 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 RelationsTel: +1-804-402-7123 / jason.thompson@indivior.com
Tulchan Communications Tel: +44 207-353-4200
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.