INDIVIOR PLC ARTICLES OF ASSOCIATION
of
INDIVIOR PLC
Public Limited Company
(Articles adopted by a special resolution on 30 October 2014 and amended by a special resolution on 23 December 2014, and on 30 September 2022, and [4] May 2023)
TABLE OF CONTENTS
1. EXCLUSION OF MODEL ARTICLES 9
2. DEFINITIONS 9
3. LIMITED LIABILITY 12
4. CHANGE OF NAME 12
5. RIGHTS ATTACHED TO SHARES 12
6. REDEEMABLE SHARES 12
7. VARIATION OF RIGHTS 12
8. MATTERS NOT CONSTITUTING VARIATION OF RIGHTS 13
9. SHARES 13
10. PAYMENT OF COMMISSION 13
11. TRUSTS NOT RECOGNISED 13
12. SUSPENSION OF RIGHTS WHERE NON-DISCLOSURE OF INTEREST (LR 9.3.9R)14
13. UNCERTIFICATED SHARES 15
14. RIGHT TO SHARE CERTIFICATES 16
15. REPLACEMENT OF SHARE CERTIFICATES 17
16. SHARE CERTIFICATES SENT AT HOLDER'S RISK 17
17. EXECUTION OF SHARE CERTIFICATES 17
18. COMPANY'S LIEN ON SHARES NOT FULLY PAID 18
19. ENFORCING LIEN BY SALE 18
20. APPLICATION OF PROCEEDS OF SALE 18
21. CALLS 18
22. | TIMING OF CALLS | 19 |
23. | LIABILITY OF JOINT HOLDERS | 19 |
24. | INTEREST DUE ON NON-PAYMENT | 19 |
25. | SUMS DUE ON ALLOTMENT TREATED AS CALLS | 19 |
26. | POWER TO DIFFERENTIATE | 19 |
27. | PAYMENT OF CALLS IN ADVANCE | 19 |
28. | NOTICE IF CALL OR INSTALMENT NOT PAID | 20 |
29. | FORM OF NOTICE | 20 |
30. | FORFEITURE FOR NON-COMPLIANCE WITH NOTICE | 20 |
31. | NOTICE AFTER FORFEITURE | 20 |
32. | SALE OF FORFEITED SHARES | 20 |
33. | ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE | 20 |
34. | STATUTORY DECLARATION AS TO FORFEITURE | 21 |
35. | TRANSFER | 21 |
36. | SIGNING OF TRANSFER | 21 |
37. | RIGHTS TO DECLINE REGISTRATION OF PARTLY PAID SHARES | 21 |
38. | OTHER RIGHTS TO DECLINE REGISTRATION | 22 |
39. | NO FEE FOR REGISTRATION | 22 |
40. | UNTRACED SHAREHOLDERS | 22 |
41. | TRANSMISSION ON DEATH | 23 |
42. | ENTRY OF TRANSMISSION IN REGISTER | 23 |
43. | ELECTION OF PERSON ENTITLED BY TRANSMISSION | 24 |
44. | RIGHTS OF PERSON ENTITLED BY TRANSMISSION | 24 |
45. | SUB-DIVISION | 24 |
46. | FRACTIONS | 25 |
47. | OMISSION OR NON-RECEIPT OF NOTICE | 25 |
48. | POSTPONEMENT OF GENERAL MEETINGS | 25 |
49. | QUORUM | 25 |
50. | PROCEDURE IF QUORUM NOT PRESENT | 2625 |
51. | SECURITY ARRANGEMENTS | 26 |
52. | CHAIRMAN OF GENERAL MEETING | 26 |
53. | ORDERLY CONDUCT | 26 |
54. | ENTITLEMENT TO ATTEND AND SPEAK | 2726 |
55. | ADJOURNMENTS | 27 |
56. | NOTICE OF ADJOURNMENT | 27 |
57. | AMENDMENTS TO RESOLUTIONS | 27 |
58. | AMENDMENTS RULED OUT OF ORDER | 28 |
59. | VOTES OF MEMBERS | 28 |
60. | METHOD OF VOTING | 28 |
61. | PROCEDURE IF POLL DEMANDED | 29 |
62. | WHEN POLL TO BE TAKEN | 29 |
63. | CONTINUANCE OF OTHER BUSINESS AFTER POLL DEMAND | 29 |
64. | VOTES OF JOINT HOLDERS | 29 |
65. | VOTING ON BEHALF OF INCAPABLE MEMBER | 29 |
66. | NO RIGHT TO VOTE WHERE SUMS OVERDUE ON SHARES | 29 |
67. | OBJECTIONS OR ERRORS IN VOTING | 29 |
68. | APPOINTMENT OF PROXIES | 30 |
69. | RECEIPT OF PROXIES | 30 |
70. | MAXIMUM VALIDITY OF PROXY | 31 |
71. | FORM OF PROXY | 31 |
72. | CANCELLATION OF PROXY'S AUTHORITY | 31 |
73. | SEPARATE GENERAL MEETINGS | 32 |
74. | NUMBER OF DIRECTORS | 32 |
75. | DIRECTORS' SHAREHOLDING QUALIFICATION | 32 |
76. | POWER OF COMPANY TO APPOINT DIRECTORS | 32 |
77. | POWER OF DIRECTORS TO APPOINT DIRECTORS | 32 |
78. | RETIREMENT OF DIRECTORS BY ROTATION | 32 |
79. | FILLING VACANCIES | 33 |
80. | POWER OF REMOVAL BY SPECIAL RESOLUTION | 33 |
81. | PERSONS ELIGIBLE AS DIRECTORS | 33 |
82. | POSITION OF RETIRING DIRECTORS | 33 |
83. | VACATION OF OFFICE BY DIRECTORS | 33 |
84. | ALTERNATE DIRECTORS | 34 |
85. | EXECUTIVE DIRECTORS | 35 |
86. | DIRECTORS' FEES | 35 |
87. | ADDITIONAL REMUNERATION | 35 |
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Indivior plc published this content on 27 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2023 09:57:09 UTC.
