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Indivior PLC

Proxy Solicitation & Information Statement Mar 30, 2022

4923_agm-r_2022-03-30_4c5678c3-0fca-44a5-9b5a-76afcb2e7c56.pdf

Proxy Solicitation & Information Statement

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MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1

ADD1 ADD2 ADD3 ADD4

*000001010101000*

Attendance Card

Additional Holders: Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

The Chairman of Indivior PLC invites you to attend the Annual General Meeting of the Company to be held at the offi ces of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR on 5 May 2022 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 5 May 2022

000001

001CSE0631

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 3 May 2022 at 11.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1820 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 4. Pursuant to Regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specifi ed deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1820 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

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Following the AGM proceedings virtually

As explained in the Notice of the AGM, the meeting will be held at the offi ces of Freshfi elds Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR. In addition, an online facility will be made available to enable shareholders to listen to the AGM and submit questions via a chat facility. Shareholders following the AGM virtually will not be able to speak or vote at the AGM.

Visit: meetings.computershare.com/MJWLTF6

You will need your Shareholder Reference Number and PIN shown below to login to the meeting.

Shareholder Reference Number: PIN: C1234567890 1234

Note: For best Web Browser experience, please use the latest version of Chrome, Firefox, Edge or Safari. Internet Explorer is not supported.

*

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. For the appointment of a third party proxy, please refer to Explanatory Note 1. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

C1234567890

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Indivior PLC to be held at the offi ces of Freshfi elds Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR on 5 May 2022 at 11.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X X inside the box as shown in this example.

1. Ordinary Resolutions
To receive the Company's audited accounts and the
reports of the Directors and the Auditor for the year ended
December 31, 2021.
For Vote
Against Withheld
12. To re-elect Juliet Thompson as a Director. For Vote
Against Withheld
2. To approve the Directors' Remuneration Report
(other than the part containing the Directors' Remuneration
Policy which was approved at the 2021 AGM) for the year
13. To re-elect Daniel J. Phelan as a Director.
3. ended December 31, 2021.
To re-elect Peter Bains as a Director.
14. To re-appoint PricewaterhouseCoopers LLP as Auditor of
the Company to hold offi ce until the conclusion of the next
general meeting of the Company at which the accounts are
laid before the Company.
4. To re-elect Mark Crossley as a Director. 15. To authorize the Audit Committee of the Board to determine
the remuneration of the Auditor.
5. To re-elect Graham Hetherington as a Director. 16. To authorize the Company and any of its UK subsidiaries
to make political donations and incur political expenditure.
6. To re-elect Jerome Lande as a Director. 17. That the Directors be generally authorized to allot shares in
the Company.
7. To re-elect Joanna Le Couilliard as a Director. Special Resolutions
18. That the Directors be authorized to disapply pre-emption
rights up to 5% of the issued capital.
8. To re-elect Dr A. Thomas McLellan as a Director. 19. That the Directors be authorized to disapply pre-emption
rights up to an additional 5% for transactions which the Board
9. To re-elect Lorna Parker as a Director. determines to be an acquisition or capital investment.
20. That the Company be generally and unconditionally authorized
to make market purchases of its own ordinary shares.
10. To re-elect Ryan Preblick as a Director. 21. That a general meeting of the Company other than an
annual general meeting may be called on not less than 14
clear days' notice.
11. To re-elect Mark Stejbach as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

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