Indivior PLC (the 'Company')
Result of Annual General Meeting ('AGM')
May 8, 2025
The Company announces the voting results of its AGM, held earlier today at the Marlborough Theatre, No. 11 Cavendish Square, London, W1G 0AN. All resolutions were duly passed by shareholders by way of a poll.
Details of each resolution are set out in the Notice of Meeting circulated to shareholders on March 27, 2025. The voting results, incorporating proxy votes lodged in advance of the AGM, are set out below and will be made available on the Company's website at http://www.indivior.com/en/investors/shareholder-information.
| RESOLUTION | VOTES | % | VOTES | % | VOTES | % of ISC VOTED1 | VOTES |
| 1. To receive the Annual Report and Accounts | 79,773,958 | 100.00% | 2,502 | 0.00% | 79,776,460 | 63.94% | 227,842 |
| 2. To approve the Directors' Remuneration Report | 76,166,363 | 95.31% | 3,747,204 | 4.69% | 79,913,567 | 64.05% | 90,735 |
| 3. To approve the Directors' Remuneration Policy | 74,447,950 | 93.16% | 5,464,988 | 6.84% | 79,912,938 | 64.05% | 91,364 |
| 4. To elect Joseph Ciaffoni | 79,725,151 | 99.72% | 225,142 | 0.28% | 79,950,293 | 64.08% | 54,009 |
| 5. To elect Daniel Ninivaggi | 78,875,142 | 98.66% | 1,073,927 | 1.34% | 79,949,069 | 64.08% | 55,232 |
| 6. To elect Dr. David Wheadon | 65,324,886 | 81.71% | 4,624,894 | 18.29% | 79,949,780 | 64.08% | 54,521 |
| 7. To re-elect Dr. Keith Humphreys | 71,220,343 | 89.08% | 8,732,129 | 10.92% | 79,952,472 | 64.08% | 51,830 |
| 8. To re-elect Barbara Ryan | 66,278,304 | 82.93% | 13,645,584 | 17.07% | 79,923,888 | 64.06% | 80,414 |
| 9. To re-elect Mark Stejbach | 66,449,177 | 83.11% | 13,503,305 | 16.89% | 79,952,482 | 64.08% | 51,820 |
| 10. To re-elect Juliet Thompson | 65,523,796 | 81.98% | 14,399,386 | 18.02% | 79,923,182 | 64.06% | 81,120 |
| 11. To re-appoint PricewaterhouseCoopers LLP as Auditor | 79,077,334 | 98.90% | 880,211 | 1.10% | 79,957,545 | 64.08% | 46,757 |
| 12. To authorize the Audit & Risk Committee to determine the remuneration of the Auditor | 79,820,100 | 99.83% | 138,138 | 0.17% | 79,958,238 | 64.08% | 46,064 |
| 13. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure | 78,832,165 | 98.79% | 964,328 | 1.21% | 79,796,493 | 63.96% | 207,808 |
| 14. To authorize the Directors to allot shares | 79,153,182 | 99.09% | 723,748 | 0.91% | 79,876,930 | 64.02% | 127,372 |
| 15. To authorize the Directors to disapply pre-emption rights up to 10% of the issued capital (Special Resolution) | 78,961,024 | 98.82% | 941,908 | 1.18% | 79,902,932 | 64.04% | 101,370 |
| 16. To authorize the Directors to disapply pre-emption rights up to an additional 10% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution) | 78,287,338 | 98.02% | 1,584,404 | 1.98% | 79,871,742 | 64.02% | 132,559 |
| 17. To authorize market purchases of the Company's ordinary shares (Special Resolution) | 79,831,447 | 99.94% | 48,147 | 0.06% | 79,879,594 | 64.02% | 124,708 |
| 18. To call a general meeting other than an annual general meeting on not less than 14 clear days' notice (Special Resolution) | 78,847,776 | 98.60% | 1,119,509 | 1.40% | 79,967,285 | 64.09% | 37,017 |
| 19. To adopt the new Articles of Association (Special Resolution) | 79,666,957 | 99.64% | 290,995 | 0.36% | 79,957,952 | 64.08% | 46,350 |
Notes:
1. As at the close of business on May 8, 2024, the total number of ordinary shares of US$0.50 eligible to be voted at the AGM was 124,769,533. Therefore, the total voting rights in the Company as at that time was 124,769,533.
2. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Key Contacts:
Jason Thompson
VP, Investor Relations
+1 804-402-7123 or jason.thompson@indivior.com
Tim Owens
Director, Investor Relations
+1 804-263-3978 or timothy.owens@indivior.com
Alice Givens
Company Secretary
+1 804-659-7741 or alice.givens@Indivior.com
About Indivior
Indivior is a global pharmaceutical company working to help change patients' lives by developing medicines to treat opioid use disorder (OUD). Our vision is that all patients around the world will have access to evidence-based treatment for the chronic conditions and co-occurring disorders of OUD. Indivior is dedicated to transforming OUD from a global human crisis to a recognized and treated chronic disease. Building on its global portfolio of OUD treatments, Indivior has a pipeline of product candidates designed to expand on its heritage in this category. Headquartered in the United States in Richmond, VA, Indivior employs over 1,000 individuals globally and its portfolio of products is available in over 30 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior.
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.
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