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Indivior PLC

AGM Information May 8, 2019

4923_dva_2019-05-08_3794dd00-4484-43fe-ba3f-57987ff569b0.pdf

AGM Information

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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 athttp://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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