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Indivior PLC

Proxy Solicitation & Information Statement Mar 27, 2025

4923_agm-r_2025-03-27_3f589345-f4cb-41dd-9393-7cd6afd14ed0.pdf

Proxy Solicitation & Information Statement

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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 6, 2025.

SHIP
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Online

Go to www.investorvote.com/INPL or scan the QR code — your 15-digit Control Number to log in is located in the shaded bar below.

Attendance Card Please bring this card with you to the Meeting and present it at shareholder registration.

The Annual General Meeting of Indivior PLC will be held at the Marlborough Theatre, No. 11 Cavendish Square, London, W1G 0AN on Thursday, May 8, 2025 at 12.00pm (UK time).

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 6, 2025 at 12.00pm (UK time). Please detach this portion before posting this Form of Proxy.

Form of Proxy — Annual General Meeting to be held on Thursday, May 8, 2025 1234 5678 9012 345

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 Resolutions
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2024

Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. To receive the Company's audited accounts and the reports of the
Directors and the Auditor for the year ended December 31, 2024.
12. To authorize the Audit & Risk Committee of the Board to
determine the remuneration of the Auditor.
2. To approve the Directors' Remuneration Report for the year
ended December 31, 2024.
13. To authorize the Company and any of its UK subsidiaries to
make political donations and incur political expenditure.
3. To approve the Directors' Remuneration Policy. 14. That the Directors be generally authorized to allot shares in
the Company.
4. To elect Joseph Ciaffoni as a Director. Special Resolutions For Against Vote
Withheld
5. To elect Daniel Ninivaggi as a Director. 15. That the Directors be authorized to disapply pre-emption rights
up to 10% of the issued capital.
6. To elect Dr. David Wheadon as a Director. 16. That the Directors be authorized to disapply pre-emption rights
up to an additional 10% for transactions which the Board
7. To re-elect Dr. Keith Humphreys as a Director. determines to be an acquisition or capital investment.
8. To re-elect Barbara Ryan as a Director. 17. That the Company be generally and unconditionally authorized
to make market purchases of its own ordinary shares.
9. To re-elect Mark Stejbach as a Director. 18. That a general meeting of the Company other than an annual
general meeting may be called on not less than 14 clear days'
10. To re-elect Juliet Thompson as a Director. notice.
19. That the articles of association produced to the meeting (and
11. 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.
for the purposes of identification signed by the Chair of the
meeting) be adopted as the articles of association of the
Company.

MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

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 any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote or if this form 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 any particular 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' a 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 6, 2025. 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. Please ensure this form is signed and dated before returning it.

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 Indivior PLC 2024 Annual Report and Accounts is now available to view and/or download at www.indivior.com/en/investors/results-reports-presentations and the 2025 Notice of Annual 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.

Third Party Proxy Number of shares Third Party Proxy appointed over 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).

I/We hereby 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 Annual General Meeting of Indivior PLC to be held at the Marlborough Theatre, No. 11 Cavendish Square, London W1G OAN on Thursday, May 8, 2025 at 12.00pm (UK time) and at any adjourned meeting.

*For the appointment of more than one proxy, please refer to Explanatory Note 2 (above).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

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

(e.g. director, secretary).

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