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Indivior PLC

Proxy Solicitation & Information Statement Mar 31, 2021

4923_agm-r_2021-03-31_3640a22e-9a9b-4719-b0d8-c02248066e5a.pdf

Proxy Solicitation & Information Statement

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

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The Annual General Meeting of Indivior PLC will be held at the offi ces of Indivior PLC, 234 Bath Road, Slough, Berkshire SL1 4EE on 6 May 2021 at 3.00 pm.

Due to the current COVID-19 restrictions, shareholders and proxies (other than the Chair of the meeting) will not be permitted to attend the meeting in person. You are, therefore advised to appoint the Chair of the meeting as your proxy in order for your vote to count. However, arrangements have been made to allow shareholders to join the meeting online. Please see overleaf and further details can be found in the Notice of Meeting.

(AA111AAZZ) C1234567890

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 6 May 2021

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SG328

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 4 May 2021 at 3.00 pm.

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 Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). As shareholders will not be able to attend the meeting in person this year, to ensure their votes are counted, shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy. 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 ticking 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 online meeting. Please make sure you retain the detachable top half of the Form of Proxy, which gives details of how to join the online meeting.

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

ATTENDING THE AGM ONLINE

This year we will be conducting the AGM online, giving you the opportunity to participate online, using your smartphone, tablet or computer.

If you choose to participate online you will be able to view a live webcast of the meeting and ask questions online.

Visit: meetings.computershare.com/MQ49ULN

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.

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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).

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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 Indivior PLC, 234 Bath Road, Slough, Berkshire SL1 4EE on 6 May 2021 at 3.00 pm, 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.

Ordinary Resolutions For Vote
Against Withheld
1. To receive the Company's audited accounts and the reports of the
Directors and the Auditor for the year ended December 31, 2020.
2. To approve the Directors' Remuneration Report.
3. To approve the Directors' Remuneration Policy.
4. To elect Jerome Lande as a Director.
5. To elect Joanna Le Couilliard as a Director.
6. To elect Ryan Preblick as a Director.
7. To elect Mark Stejbach as a Director.
8. To elect Juliet Thompson as a Director.
9. To re-elect Peter Bains as a Director.
10. To re-elect Mark Crossley as a Director.
11. To re-elect Graham Hetherington as a Director.
For Vote
Against Withheld
12. To re-elect Dr A. Thomas McLellan as a Director.
13. To re-elect Lorna Parker as a Director.
14. To re-elect Daniel J. Phelan as a Director.
15. To re-appoint PricewaterhouseCoopers LLP as Auditor of
the Company.
16. To authorize the Audit Committee of the Board to determine
the remuneration of the Auditor.
17. To authorize the Company and any of its UK subsidiaries to
make political donations and incur political expenditure.
18. That the Directors be generally authorized to allot shares in
the Company.
Special Resolutions
19. That the Directors be authorized to disapply pre-emption rights
up to 5% of the issued capital.
20. 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 capital investment.
21. That the Company be generally and unconditionally authorized
to make market purchases of its own ordinary shares.
22. That a general meeting other than an annual general meeting
may be called on 14 clear days' notice.

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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