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Indivior PLC

Proxy Solicitation & Information Statement Mar 28, 2024

4923_agm-r_2024-03-28_831002f3-ec3f-42e6-b23c-25b2e5fe085e.pdf

Proxy Solicitation & Information Statement

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0 0 0 0 0 1 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________

MMMMMMMMMMMM

000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext

Your vote matters – here's how to vote!

You may vote online instead of mailing this card.

Votes must be received by 12:00pm (UK time) on Tuesday, May 7, 2024.

Online

L
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20
1
13 Too

If no electronic voting, delete QR code and control # ∆ ≈ Go to www.investorvote.com/INPL or scan the QR code — your 15-digit Control Number to login is located in the shaded bar below.

Attendance Card

Please bring this card with you to the Meeting and present it at shareholder registration.

The Annual General Meeting of Indivior PLC will be held at the Marlborough Theatre, No. 11 Cavendish Square, London, W1G 0AN on Thursday, May 9, 2024 at 12.00pm (UK time).

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Trust Company, N.A., P.O. Box 43101, Providence, RI 02940-5067 by Tuesday, May 7, 2024 at 12.00pm (UK time). Please detach this portion before posting this Form of Proxy.

Form of Proxy — Annual General Meeting to be held on Thursday, May 9, 2024 1234 5678 9012 345

Before completing this Form of Proxy, please read the Explanatory Notes (see back). In order for this Form of Proxy to be valid, Part B (see back) must be completed.

A Resolutions

M

M

M

M

M

M

M

M

M

Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. To receive the Company's audited accounts and the reports of the
Directors and the Auditor for the year ended December 31, 2023.
PricewaterhouseCoopers
Auditor
of
the
14.
To
re-appoint
LLP
as
the
conclusion
of
the
next
general
Company
to
hold
office
until
2. To approve the Directors' Remuneration Report (other than the
part containing the Directors' Remuneration Policy) for the
year ended December 31, 2023.
accounts
laid
before
meeting
of
the
Company
at
which
the
are
the
Company.
the
Board
to
15.
To
authorize
the
Audit
&
Risk
Committee
of
Remuneration
Policy.
3.
To
the
Directors'
approve
determine
the
remuneration
of
the
Auditor.
4.
To
elect
Dr
Keith
Humphreys
Director.
as
a
16.
authorize
the
and
of
its
subsidiaries
To
Company
UK
to
any
make
political
donations
and
incur
political
expenditure.
5.
To
re-elect
Peter
Bains
Director.
as
a
the
Indivior
Incentive
Plan.
17.
To
2024
Long-Term
approve
re-elect
Mark
Crossley
Director.
6.
To
as
a
18.
the
Indivior
Savings-Related
To
2024
Share
Option
approve
Plan.
re-elect
Graham
Hetherington
7.
To
Director.
as
a
19.
That
the
Directors
be
generally
authorized
to
allot
shares
in
the
Company.
re-elect
8.
To
Jerome
Lande
Director.
as
a
Special Resolutions For Against Vote
Withheld
9.
To
re-elect
Joanna
Le
Couilliard
Director.
as
a
20.
That
the
Directors
be
authorized
to
disapply
pre-emption
rights
to
the
10%
of
issued
capital.
up
10.
To
re-elect
Ryan
Preblick
Director.
as
a
21.
That
the
Directors
be
authorized
to
disapply
pre-emption
rights
to
additional
10%
for
transactions
which
the
up
an
Board
determines
to
be
acquisition
investment.
an
11.
To
re-elect
Barbara
Director.
Ryan
as
a
capital
or
22.
That
the
Company
be
generally
and
unconditionally
authorized
12.
re-elect
Mark
Stejbach
Director.
To
as
a
to
make
market
purchases
of
its
ordinary
shares.
own
That
23.
general
meeting
of
the
Company
other
than
a
an
MMMMMMM
13. To re-elect Juliet Thompson as a Director.
annual
general
meeting
be
called
not
less
than
may
on
14
clear
days'
notice.

Explanatory Notes:

  1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair of the meeting, please insert the name of your chosen proxy holder in the 'Third Party Proxy' box below. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box below next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If this form is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote.

  2. To appoint more than one proxy, an additional Form(s) of Proxy may be obtained by contacting Computershare Shareholder Services at 1 (781) 575-2906 (outside USA, US territories & Canada) or 1 (866) 644-4127 (within USA, US territories & Canada) or you may photocopy this form. Please indicate in the box below next to the proxy holder's name 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. Where you wish to appoint more than one proxy, failure to specify the number of shares in respect of which each proxy is appointed or specifying more shares than you hold will result in the proxy appointments being invalid.

  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.

  4. Pursuant to Regulation 41 of the Uncertificated 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 12.00pm (UK time) on Tuesday, May 7, 2024. 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. Your address overleaf is how it appears on the Register of Members. If this information is incorrect please call Computershare Shareholder Services at 1 (781) 575-2906 (outside USA, US territories & Canada) or 1 (866) 644-4127 (within USA, US territories & Canada) to request a change of address form or go to www-us.computershare.com/Investor/#Home to use the online Investor Center service.

  6. Any alterations made to this form should be initialled.

  7. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

  8. Once completed, this form should be returned in the pre-paid envelope provided.

_________________________________________________________________________________________________________________________________________________________________________________________________ Kindly Note: This form is issued only to the addressee(s) and is specific to the 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 Trust Company, N.A. accept no liability for any instruction that does not comply with these conditions.

Notice of Availability

The Indivior PLC 2023 Annual Report and Accounts is now available to view and/or download at www.indivior.com/en/investors/results-reports-presentations and the 2024 Notice of Annual General Meeting is now available to view and/or download at www.indivior.com/en/investors/shareholder-information/shareholder-meetings.

B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.

Please complete the 'Third Party Proxy' box only if you wish to appoint a third party proxy other than the Chair of the meeting. Please leave the 'Third Party Proxy' box blank if you want to appoint the Chair of the meeting. Do not insert your own name(s).

Third Party Proxy Number of shares Third Party Proxy appointed over

I/We herby appoint the Chair of the meeting OR the person indicated in the 'Third Party Proxy' 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 Marlborough Theatre, No. 11 Cavendish Square, London W1G OAN on Thursday, May 9, 2024 at 12.00pm (UK time) and at any adjourned meeting.

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

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

Signed Dated

(e.g. director, secretary).

I/We instruct my/our proxy asindicated on thisform. Unless otherwise instructed, the proxy may vote as he orshe seesfit or abstain in relation to any business of the meeting. 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 officer duly authorized, stating their capacity

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