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Indivior PLC

Proxy Solicitation & Information Statement May 3, 2024

4923_agm-r_2024-05-03_9648eeda-699e-40b9-8209-bd512c057b25.pdf

Proxy Solicitation & Information Statement

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000001 ENDORSEMENT_LINE__ SACKPACK_______
MR A SAMPLE
DESIGNATION (IF ANY)
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Online
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 43118, Providence, RI 02940-5132 by Tuesday, May 21, 2024 at 12.00pm (UK time). Please detach this portion before posting this Form of Proxy.

Form of Proxy — General Meeting to be held on Thursday, May 23, 2024

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 Resolution

For Special Resolution Against

  1. To approve the transfer of the Company's listing category from a Premium Listing to a Standard Listing.
Vote
Withheld

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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 21, 2024.

If no electronic voting, delete QR code and control # Δ ≈ Go to www.investorvote.com/INPLGM 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.

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A General Meeting of Indivior PLC (the "Company") will be held at the offices of Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR, United Kingdom on Thursday, May 23, 2024 at 12.00pm (UK time).

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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 the resolution, 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 the 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' the 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 21, 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 Notice of 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 General Meeting of Indivior PLC to be held at the offices of Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR, United Kingdom on Thursday, May 23, 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.

(e.g. director, secretary).

Signed Dated

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. 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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