Last checked at 8 May 2019 13:54
Indivior PLC (the 'Company')
Poll results of 5th Annual General Meeting ('AGM')
May 8, 2019
The Company announces that at its AGM, held on May 8, 2019, all resolutions set out in the Notice of AGM were passed on a poll.
Resolutions 1 to 16 were passed as Ordinary Resolutions and Resolutions 17 to 20 were passed as Special Resolutions. The following table sets out the votes cast on each resolution:
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD |
1. To receive the Company's audited accounts and reports of the Directors and the Auditor for the year ended December 31, 2018.
| 525,036,479 | 100.00 | 20,920 | 0.00 | 525,057,399 | 71.92% | 6,344,625 |
2. To approve the Directors' Remuneration Report for the year ended December 31, 2018. | 417,424,081 | 95.40 | 20,133,651 | 4.60 | 437,557,732 | 59.94% | 93,843,985 |
3. To re-appoint Howard Pien as a Director. | 437,435,688 | 99.97 | 141,582 | 0.03 | 437,577,270 | 59.94% | 93,824,755 |
4. To re-appoint Shaun Thaxter as a Director. | 437,524,560 | 99.99 | 35,583 | 0.01 | 437,560,143 | 59.94% | 93,840,883 |
5. To re-appoint Mark Crossley as a Director. | 431,665,184 | 98.65 | 5,894,966 | 1.35 | 437,560,150 | 59.94% | 93,841,876 |
6. To re-appoint Dr A. Thomas McLellan as a Director. | 437,432,779 | 99.97 | 143,940 | 0.03 | 437,576,719 | 59.94% | 93,825,305 |
7. To re-appoint Tatjana May as a Director. | 437,110,650 | 99.89 | 465,520 | 0.11 | 437,576,170 | 59.94% | 93,825,766 |
8. To re-appoint Lorna Parker as a Director. | 437,192,655 | 99.91 | 385,267 | 0.09 | 437,577,922 | 59.94% | 93,824,103 |
9. To re-appoint Daniel J. Phelan as a Director. | 433,287,124 | 99.02 | 4,287,582 | 0.98 | 437,574,706 | 59.94% | 93,827,319 |
10. To re-appoint Christian Schade as a Director. | 437,431,179 | 99.97 | 143,544 | 0.03 | 437,574,723 | 59.94% | 93,827,302 |
11. To re-appoint Daniel Tassé as a Director. | 363,230,801 | 83.01 | 74,345,195 | 16.99 | 437,575,996 | 59.94% | 93,826,028 |
12. To re-appoint Lizabeth Zlatkus as a Director. | 437,424,307 | 99.97 | 150,491 | 0.03 | 437,574,798 | 59.94% | 93,827,227 |
13. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company. | 435,273,036 | 99.96 | 195,123 | 0.04 | 435,468,159 | 59.65% | 95,932,722 |
14. To authorize the Audit Committee of the Board to determine the remuneration of the Auditor. | 431,677,397 | 98.65 | 5,917,023 | 1.35 | 437,594,420 | 59.94% | 93,807,605 |
15. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure. | 526,341,694 | 99.07 | 4,933,186 | 0.93 | 531,274,880 | 72.77% | 124,500 |
16. That the Directors be generally and unconditionally authorized to allot shares in the Company up to an aggregate nominal amount of US$48,668,704. | 521,272,798 | 98.10 | 10,082,757 | 1.90 | 531,355,555 | 72.79% | 46,469 |
17. That the Directors be authorized to disapply pre-emption rights up to 5% of the issued capital. | 531,219,998 | 99.98 | 112,665 | 0.02 | 531,332,663 | 72.78% | 69,362 |
18. That the Directors be authorized to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment. | 528,755,683 | 99.51 | 2,579,622 | 0.49 | 531,335,305 | 72.78% | 66,718 |
19. That the Company be generally and unconditionally authorized to make market purchases of its own ordinary shares. | 527,513,547 | 99.57 | 2,276,133 | 0.43 | 529,789,680 | 72.57% | 1,612,343 |
20. That a general meeting other than an annual general meeting may be called on 14 clear days' notice. | 514,298,731 | 96.79 | 17,071,210 | 3.21 | 531,369,941 | 72.79% | 28,914 |
While all resolutions were passed at today's AGM, the Board notes and has discussed the level of abstention in relation to certain resolutions and intends to engage in further dialogue with investors to fully understand the reasons for them.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at http://www.morningstar.co.uk/uk/NSM in due course.
As at the close of business on May 3, 2019, the total number of ordinary shares of US$0.10 each eligible to be voted at the AGM was 730,030,588. Therefore, the total voting rights in the Company as at that time were 730,030,588.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Contact: Kathryn Hudson
Company Secretary
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.