Indivior PLC

AGM Information • Sep 30, 2022

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author: Mepham, Charlotte
date: 2022-09-15 17:05:00+00:00

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Indivior PLC (the ‘Company’)

Result of General Meeting (‘GM’)

September 30, 2022

The Company announces the voting results of its GM, held earlier today at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London EC2P 2SR. All resolutions were duly passed by the requisite majority of shareholders by way of a poll.

Details of each resolution are set out in the shareholder circular including a Notice of Meeting (the Circular) circulated to shareholders on September 5, 2022. The voting results, incorporating proxy votes lodged in advance of the GM, are set out below and will be made available on the Company’s website at http://www.indivior.com/en/investors/shareholder-information .

Capitalised terms used but not defined in this announcement having the meaning given to them in the Circular.

Graham Hetherington, Chair, said:

We are pleased with the strong support received from shareholders that will allow us to move forward with an Additional US Listing of Indivior shares on a major US stock exchange. We believe the Additional US Listing will be beneficial in elevating Indivior’s visibility and profile in its largest market, and will help attract a broader group of biopharma investors.

We anticipate that the Additional US Listing will become effective in the Spring of 2023 and the Group is diligently working on all requirements to meet this timing. Indivior will retain its premium listing on the London Stock Exchange and expects to continue to be a constituent of the FTSE 250 index.

Next steps and timetable

The expected timetable of principal events as set out in the Circular remains unchanged and is replicated below. The following dates are indicative only and are subject to change. If any of the dates set out in the timetable change, Indivior will give notice of this change by issuing an announcement through a Regulatory Information Service.

Notes:

As at the close of business on September 28, 2022, the total number of ordinary shares of US$0.10 eligible to be voted at the GM was 688,995,928.  Therefore, the total voting rights in the Company as at that time was 688,995,928.

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of 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 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.

| RESOLUTION  | VOTES 
FOR | %  | VOTES 
AGAINST  | %  | VOTES 
TOTAL  | % of ISSUED ORDINARY SHARE CAPTIAL VOTED1  | VOTES 
WITHHELD2  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| To adopt the new Articles of Association in connection with the Additional US Listing | 508,605,977 | 99.96 | 178,400 | 0.04 | 508,784,377 | 73.81 | 34,455 |
| To approve the Consolidation of the Company’s issued capital in connection with the Additional US Listing pursuant to which every 5 ordinary shares will be consolidated into 1 ordinary share | 508,516,860 | 99.95 | 258,968 | 0.05 | 508,775,828 | 73.81 | 39,004 |

Event	Expected time/date
Consolidation Record Time	6.00 p.m. (London time) on
October 7, 2022
Admission of New Ordinary Shares to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange’s main market for listed securities and commencement of dealings in New Ordinary Shares	8.00 a.m. (London time) on
October 10, 2022
Expected date CREST accounts are to be credited with New Ordinary Shares in uncertificated form	October 10, 2022
Expected date for dispatch of definitive certificates for New Ordinary Shares in certificated form	October 17, 2022
Expected date for payment (where applicable) of fractional entitlements for New Ordinary Shares	October 21, 2022
Expected time and date for admission and commencement of dealings in Indivior Shares on a major US stock exchange	By 8.00 a.m. (New York time) on
May 31, 2023
Expected date for issue of Indivior DIs to CREST participant accounts and crediting of CSN Facility accounts	On or around May 31, 2023