Indivior PLC

AGM Information • May 8, 2019

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RNS Number : 4003Y

Indivior PLC

08 May 2019

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.

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