Indivior PLC
Poll results of 1st Annual General Meeting
13 May 2015
Indivior PLC (the "Company) announces that at its Annual General Meeting ("AGM") held on 13 May 2015, all resolutions set out in the Notice of AGM were passed on a poll.
Resolutions 1 to 18 were passed as ordinary resolutions and resolutions 19 to 21 were passed as special resolutions. The following table sets out the votes cast on each resolution:
RESOLUTION |
VOTES |
% |
VOTES |
% |
VOTES |
% of ISC VOTED |
VOTES |
1. To receive the 2014 report and financial statements. |
542,302,993 |
99.87 |
697,395 |
0.13 |
543,000,388 |
75.57% |
1,966,948 |
2. To approve the Directors' Remuneration Policy. |
497,219,272 |
91.25 |
47,653,919 |
8.75 |
544,873,191 |
75.83% |
92,227 |
3. To approve the Directors' Remuneration Report. |
388,980,986 |
71.61 |
154,186,310 |
28.39 |
543,167,296 |
75.59% |
1,799,022 |
4. To elect Howard Pien |
542,233,788 |
99.56 |
2,389,721 |
0.44 |
544,623,509 |
75.79% |
344,108 |
5. To elect Shaun Thaxter |
544,511,288 |
99.92 |
408,924 |
0.08 |
544,920,212 |
75.83% |
47,405 |
6. To elect Cary Claiborne |
544,473,441 |
99.92 |
446,972 |
0.08 |
544,920,413 |
75.83% |
47,204 |
7. To elect Rupert Bondy |
544,413,011 |
99.91 |
503,404 |
0.09 |
544,916,415 |
75.83% |
51,202 |
8. To elect Dr Yvonne Greenstreet |
544,538,885 |
99.93 |
379,367 |
0.07 |
544,918,252 |
75.83% |
49,315 |
9. To elect Adrian Hennah |
468,891,628 |
86.37 |
74,004,522 |
13.63 |
542,896,150 |
75.55% |
2,071,467 |
10. To elect Dr Thomas McLellan |
544,542,472 |
99.93 |
376,769 |
0.07 |
544,919,241 |
75.83% |
48,376 |
11. To elect Lorna Parker |
544,513,620 |
99.93 |
398,097 |
0.07 |
544,911,717 |
75.83% |
55,800 |
12. To elect Daniel J. Phelan |
544,539,410 |
99.93 |
379,469 |
0.07 |
544,918,879 |
75.83% |
48,391 |
13. To elect Christian Schade |
543,837,386 |
99.80 |
1,079,022 |
0.20 |
544,916,408 |
75.83% |
50,862 |
14. To elect Daniel Tassé |
542,620,870 |
99.58 |
2,296,014 |
0.42 |
544,916,884 |
75.83% |
50,386 |
15. To appoint PricewaterhouseCoopers LLP as auditors. |
540,470,302 |
99.66 |
1,857,507 |
0.34 |
542,327,809 |
75.47% |
2,639,808 |
16. To authorise the Directors to determine the auditors' remuneration. |
544,803,209 |
99.98 |
129,797 |
0.02 |
544,933,006 |
75.83% |
34,611 |
17. To authorise the Company to make political donations. |
521,146,474 |
95.73 |
23,230,846 |
4.27 |
544,377,320 |
75.76% |
588,895 |
18. To renew the Directors' authority to allot shares.(Special Resolution) |
541,179,346 |
99.32 |
3,712,010 |
0.68 |
544,891,356 |
75.83% |
75,223 |
19. To renew the Directors' power to disapply pre-emption rights. (Special Resolution) |
540,083,530 |
99.32 |
3,672,910 |
0.68 |
543,756,440 |
75.67% |
1,189,291 |
20. To renew the Company's authority to purchase its own shares. (Special Resolution) |
544,682,634 |
99.96 |
240,795 |
0.04 |
544,923,429 |
75.83% |
43,302 |
21. To approve the calling of General Meetings on 14 clear days' notice. (Special Resolution) |
524,611,539 |
96.27 |
20,310,586 |
3.73 |
544,922,125 |
75.83% |
45,558 |
A copy of the resolution will be submitted to the National Storage Mechanism and in due course will be available to view at http://www.morningstar.co.uk/uk/NSM.
As at the close of business on May 12, 2015, the total number of ordinary shares of US$0.10 each eligible to be voted at the AGM was 718,577,618. Therefore, the total voting rights in the Company as at that time were 718,577,618.
The Board of Directors notes that resolution 3 relating to the approval of the 2014 Directors' Remuneration Report, received a vote of 71.61% in favour and recognises that a significant minority of shareholders have voted against this resolution. The Remuneration Committee of the Board intends to further engage with the Company's shareholders to understand and better address the reasons behind today's vote result.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Contact: Lola Emetulu
Company Secretary
Tel. 01753 217800