Indivior : Notice of 2023 AGM

Indivior PLC Notice of Annual General Meeting

Thursday, May 4, 2023 at 11.00am At the Marlborough Theatre,

No. 11 Cavendish Square, London W1G 0AN

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action to be taken, you should immediately consult your stockbroker, solicitor, accountant or other independent advisor who, if you are taking advice in the United Kingdom, is duly authorized under the Financial Services and Markets Act 2000, or an appropriately authorized independent advisor if you are in a territory outside the United Kingdom. If you have recently sold or transferred all of your shares in Indivior PLC, please forward this document, together with the accompanying documents (but not the personalized form of proxy), as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.

Indivior PLC, 234 Bath Road, Slough, Berkshire, SL1 4EE Registered in England & Wales. Company number 09237894

Notice of Meeting

Dear Shareholder,

I am pleased to enclose the notice of meeting for the annual general meeting ('AGM') of the Company. The AGM is to be held on Thursday, May 4, 2023 at 11.00am in the Marlborough Theatre No. 11 Cavendish Square, London W1G 0AN.

The formal notice of AGM ('Notice') and resolutions to be proposed are set out on pages 6 to 11 of this document. Explanatory notes to the business to be considered are set out on pages 12 to 15. The business of this year's AGM comprises resolutions that are regularly brought to shareholders of listed public companies.

Action to be taken

The Board recognizes the importance of the AGM to shareholders and is keen to ensure that you are able to engage with the business of the meeting. We encourage you to attend the AGM for an opportunity to communicate with the Directors and to vote on the proposed resolutions.

Should you be unable to attend the AGM in person, you can appoint another person as your proxy to exercise all or any of your rights to attend, speak and vote at the meeting.

Details of how to appoint a proxy are set out in the notes to the Notice on pages 12 to 14. To be valid, your proxy appointment form or instruction must be received at the address specified in the notes to the Notice by no later than

11.00am on Tuesday May 2, 2023. If you appoint the Chair of the AGM as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, they will vote in favor of each of the resolutions to be proposed at the AGM. All proposed resolutions will be put to a vote on a poll.

Shareholders can submit any questions relating to the business of the AGM to the Board in advance of the meeting by sending an email tocosec@indivior.com. The Company will respond before the proxy appointment deadline to those questions received by midday on April 27, 2023. Shareholders are also encouraged to check the Company's website (www.indivior.com/en/investors/shareholder-information) where the answers to frequently asked questions will be posted.

Recommendation

The Directors consider that each of the proposed resolutions set out in the Notice is in the best interests of the Company and its shareholders and most likely to promote the success of the Company for the benefit of members as a whole. Accordingly, my fellow Directors and I unanimously recommend that shareholders vote in favor of those resolutions, as we each intend to do in respect of our own beneficial shareholdings in the Company (save in respect of those resolutions in which we are interested).

Yours faithfully,

Graham Hetherington Chair

March 24, 2023

Indivior PLC, 234 Bath Road, Slough, Berkshire, SL1 4EE

Company registration number: 09237894

At the Marlborough Theatre, No. 11 Cavendish Square, London W1G 0AN.

Transportation

• By underground: Oxford Circus, Bond Street.

• By train: Marylebone, Paddington.

• By bus: 3, 6, 7, 8, 10, 12, 13, 15, 23, 25, 55, 73, 88, 94, 98, 113, 137, 139, 159, 176, 189, 390, 453, C2

By car: Cavendish Square Car Park, Harley Street Car Park (enter from Chandos Street)

Up to date travel information can be obtained from Transport for London at:www.tfl.gov.uk

Telephone: 0343 2221234

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Notice is hereby given that the Annual General Meeting of Indivior PLC ('Indivior' or the 'Company') will be held on Thursday, May 4, 2023 at 11.00am at the Marlborough Theatre, No. 11 Cavendish Square, London W1G 0AN to transact the following business.

Resolutions 1 to 18 will be proposed as Ordinary Resolutions and Resolutions 19 to 23 will be proposed as Special Resolutions. Voting on all resolutions will be by way of a poll.

Report and Accounts

1. To receive the Company's audited accounts and the reports of the Directors and the Auditor for the year ended December 31, 2022.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy which was approved at the 2021 AGM) for the year ended December 31, 2022.

Re-election of Directors

• 3. To elect Barbara Ryan as a Director.

• 4. To re-elect Peter Bains as a Director.

• 5. To re-elect Mark Crossley as a Director.

• 6. To re-elect Graham Hetherington as a Director.

• 7. To re-elect Jerome Lande as a Director.

• 8. To re-elect Joanna Le Couilliard as a Director.

• 9. To re-elect Dr A. Thomas McLellan as a Director.

• 10. To re-elect Lorna Parker as a Director.

• 11. To re-elect Daniel J. Phelan as a Director.

• 12. To re-elect Ryan Preblick as a Director.

• 13. To re-elect Mark Stejbach as a Director.

• 14. To re-elect Juliet Thompson as a Director.

Re-appointment and remuneration of Auditor

• 15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which the accounts are laid before the Company.

• 16. To authorize the Audit Committee of the Board to determine the remuneration of the Auditor.

Political donations and political expenditure

17. To authorize the Company and any UK registered company which is or becomes a subsidiary of the Company during the period to which this resolution relates and in accordance with sections 366 and 367 of the Companies Act 2006 to:

a.

make political donations to political parties or independent election candidates, or both, up to a total aggregate amount of £50,000;

b. make political donations to political organizations other than political parties up to a total aggregate amount of £50,000; and

c.

incur political expenditure up to a total aggregate amount of £50,000, as such terms are defined in Part 14 of the Companies Act 2006 during the period beginning on the date of the passing of this resolution and ending on the date of the Company's AGM to be held in 2024,provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £50,000 in total. The authorized sum referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into Pounds Sterling at the exchange rate published in the London edition of the Financial Times on the day on which the relevant donation is made or expenditure incurred or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same (or, if the relevant day is not a business day, the first business day thereafter).

Directors' authority to allot shares

18. THAT the Directors pursuant to and in accordance with section 551 of the Companies Act 2006, in substitution for all existing authorities vested in the Directors on the date of this notice of meeting to the extent they remain unexercised at the commencement of the meeting, are generally and unconditionally authorized to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or to convert any security into, shares in the Company:

a.

up to an aggregate nominal amount of $45,433,801; andb. up to a further aggregate nominal amount of $22,716,901 provided that (i) they are equity securities (as defined in section 560(1) of the Companies Act 2006), and (ii) they are offered in connection with an offer by way of a rights issue to holders of ordinary shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date and to other holders of equity securities entitled to participate therein,

subject to any limits or restrictions or arrangements the Directors may impose which they consider necessary or appropriate to deal with Treasury shares, fractional entitlements, record dates, legal, regulatory, or practical problems in, or laws of, any territory, the requirements of any stock exchange or by virtue of shares being represented by depositary receipts, or any other matter, such authority to apply until the close of business on June 30, 2024 or, if earlier, until the conclusion of the Company's AGM to be held in 2024, but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted and rights to subscribe for, or to convert securities into, shares in the Company to be granted after the authority ends and the Directors may allot equity securities and grant rights under any such offer or agreement as if the authority had not expired.

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Notice of Meeting continued

Disapplication of pre-emption rights

19. THAT, subject to the passing of Resolution 18 above and in substitution for all existing powers vested in the Directors on the date of this notice of meeting to the extent they remain unexercised at the commencement of the meeting, the Directors are generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Companies Act 2006) wholly for cash, pursuant to the authority conferred by Resolution 18, as if section 561(1) of the Companies Act 2006 did not apply to the allotment. This power:

a.

expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on June 30, 2024), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

b. shall be limited to:

i. the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority given under paragraph (b) of Resolution 18 by way of a rights issue only):

(a) to the holders of ordinary shares in proportion

(as nearly as may be practicable) to their existing holdings; and

(b)

to people who are holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter arising in connection with such offer; and

ii.

in the case of the authority given under paragraph (a) of Resolution 18 the allotment of equity securities (otherwise than pursuant to paragraph (b)(i) and paragraph (b)(iii)) up to an aggregate nominal amount of $13,649,779; and

iii. when any allotment of equity securities is or has been made pursuant to paragraph (b)(ii) (a paragraph (b)(ii) allotment), the allotment of additional equity securities (also pursuant to the authority given under paragraph (a) of Resolution 18 up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (b)(ii) allotment, provided that any allotment pursuant to this paragraph (b)(iii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and

c.

applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by Resolution 18' were omitted.

20. THAT, subject to the passing of Resolution 18 above and in addition to any power given to them pursuant to Resolution 19, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Companies Act 2006) wholly for cash, pursuant to the authority conferred by Resolution 18, as if section 561(1) of the Companies Act 2006 did not apply to the allotment. This power:

a.

expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on June 30, 2024), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and

b. in the case of the authority given under paragraph (a) of Resolution 18 shall be limited to:

i. the allotment of equity securities (otherwise than pursuant to paragraph (b)(ii)) up to an aggregate nominal amount of $6,815,752, provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of the notice of the meeting; and

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ii. when any allotment of equity securities is or has been made pursuant to paragraph (b)(i) (a paragraph (b)(i) allotment), the allotment of equity securities up to an aggregate nominal amount equal to 20% of the nominal amount of that paragraph (b)(i) allotment, provided that any allotment pursuant to this paragraph (b)(ii) is for the purposes of a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of the meeting; and

c.

applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by Resolution 18' were omitted.

Authority to purchase own shares

21. THAT the Company is generally and unconditionally authorized for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of that Act) of ordinary shares in the capital of the Company, provided that:

• a. the maximum number of ordinary shares that may be purchased is 13,631,504;

• b. the minimum price that may be paid for an ordinary share shall be not less than the nominal value of such share;

• c. the maximum price to be paid for each ordinary share shall be the higher of (i) an amount equal to 5% above the average of the middle market quotation for the Company's ordinary shares as derived from the London Stock Exchange's Official List for the five business days prior to the purchase being made and (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue(s) where the purchase is carried out;

• d. this authority will expire at the close of business on June 30, 2024 or, if earlier, at the conclusion of the Company's AGM in 2024, unless such authority is previously renewed, varied or revoked by the Company in a general meeting; and

• e. the Company may enter into a contract to purchase its ordinary shares under this authority prior to its expiry, which will or may be executed wholly or partly after such expiry.

Notice of general meetings

22. THAT a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

Articles of Association

23. THAT the articles of association produced to the meeting

(and for the purposes of identification signed by the Chair of the meeting) be adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the company with effect from the effective time of the additional listing of the Company's ordinary shares on the NASDAQ Stock Market.

By order of the Board

Kathryn Hudson Company Secretary

March 24, 2023

Indivior PLC, 234 Bath Road, Slough, Berkshire, SL1 4EE

Company registration number: 09237894

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