Indivior PLC

AGM Information • May 6, 2021

National Storage Mechanism | Additional information

RNS Number : 7919X

Indivior PLC

06 May 2021

Indivior PLC (the 'Company')

Result of Annual General Meeting ('AGM')

May 6, 2021

The Company announces the voting results of its AGM, held earlier today at the Company's Registered Office at 234 Bath Road, Slough, Berks, SL1 4EE.  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 25 March 2021.  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/shareholders/shareholder-communications/.

RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED1	VOTES WITHHELD2
1. To receive the Annual Report and Accounts	536,567,559	99.76%	1,278,663	0.24%	537,846,222	73.21%	9,245,726
2. To approve the Directors' Remuneration Report	330,455,934	61.73%	204,877,688	38.27%	535,333,622	72.87%	11,757,556
3. To approve the Directors' Remuneration Policy	520,455,001	95.20%	26,236,873	4.80%	546,691,874	74.42%	398,798
4. To elect Jerome Lande	456,858,926	83.60%	89,614,344	16.40%	546,473,270	74.39%	618,678
5. To elect Joanna Le Couilliard	542,223,652	99.18%	4,456,318	0.82%	546,679,970	74.42%	411,978
6. To elect Ryan Preblick	544,987,405	99.69%	1,690,973	0.31%	546,678,378	74.42%	412,870
7. To elect Mark Stejbach	545,293,962	99.76%	1,339,060	0.24%	546,633,022	74.41%	458,926
8. To elect Juliet Thompson	546,087,062	99.89%	592,565	0.11%	546,679,627	74.42%	412,321
9. To re-elect Peter Bains	543,795,182	99.48%	2,844,847	0.52%	546,640,029	74.41%	451,919
10. To re-elect Mark Crossley	544,924,278	99.68%	1,760,751	0.32%	546,685,029	74.42%	406,919
11. To re-elect Graham Hetherington	505,476,865	93.45%	35,450,230	6.55%	540,927,095	73.63%	6,164,853
12. To re-elect Dr A. Thomas McLellan	508,200,345	92.97%	38,425,510	7.03%	546,625,855	74.41%	466,093
13. To re-elect Lorna Parker	513,232,165	93.89%	33,375,546	6.11%	546,607,711	74.41%	484,127
14. To re-elect Daniel J. Phelan	429,125,972	78.50%	117,559,082	21.50%	546,685,054	74.42%	406,894
15. To re-appoint PricewaterhouseCoopers LLP as Auditor	540,768,032	98.91%	5,980,532	1.09%	546,748,564	74.43%	343,393
16. To authorize the Audit Committee to determine the remuneration of the Auditor.	546,653,694	99.98%	100,691	0.02%	546,754,385	74.43%	337,572
17. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure	533,180,347	98.91%	5,884,439	1.09%	539,064,786	73.38%	8,027,083
18. To authorize the Directors to allot shares	532,085,955	98.70%	7,009,359	1.30%	539,095,314	73.38%	7,996,634
19. To authorize the Directors to disapply pre-emption rights up to 5% of the issued capital (Special Resolution)	538,720,748	99.94%	302,729	0.06%	539,023,477	73.37%	8,068,471
20. To authorize the Directors to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution)	520,958,983	96.63%	18,143,693	3.37%	539,102,676	73.39%	7,989,272
21. To authorize market purchases of the Company's ordinary shares (Special Resolution)	538,473,270	98.77%	6,729,385	1.23%	545,202,655	74.22%	1,889,149
22. To call a general meeting other than an annual general meeting on not less than 14 clear days' notice (Special Resolution)	537,452,084	98.31%	9,251,971	1.69%	546,704,055	74.42%	387,893

Notes

1.         As at the close of business on May 4, 2021, the total number of ordinary shares of US$0.10 eligible to be voted at the AGM was 734,620,989.  Therefore, the total voting rights in the Company as at that time was 734,620,989.

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, the Board notes that resolutions 2 and 14 received a significant number of votes against.

Resolution 2

With respect to Resolution 2, approval of the Remuneration Report, we are pleased that 61.73% of shareholders voted in favour of this resolution, but are disappointed by the outcome of the vote.  In the run up to the AGM we engaged with a number of shareholders to understand their concerns, which we understand related to the termination arrangements for the former Chief Executive Officer, Shaun Thaxter.  The Remuneration Committee determined, based on Mr Thaxter's leadership that produced years of positive operational performance, and the absence of any findings of personal wrongdoing or malfeasance, to allow Mr Thaxter to retain his outstanding LTIP awards.

Resolution 14

Resolution 14 was passed with 78.50% shareholder support for the re-election of Daniel Phelan as a Director.  The Board notes the result of this resolution.

Our shareholders' views are important to us and we intend to continue to engage with our largest shareholders on governance and remuneration matters.  We will publish an update on our engagement within six months of the date of the 2021 AGM.

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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