Proxy Solicitation & Information Statement • Mar 31, 2021
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1
ADD1 ADD2 ADD3 ADD4
*000001010101000*
The Annual General Meeting of Indivior PLC will be held at the offi ces of Indivior PLC, 234 Bath Road, Slough, Berkshire SL1 4EE on 6 May 2021 at 3.00 pm.
Due to the current COVID-19 restrictions, shareholders and proxies (other than the Chair of the meeting) will not be permitted to attend the meeting in person. You are, therefore advised to appoint the Chair of the meeting as your proxy in order for your vote to count. However, arrangements have been made to allow shareholders to join the meeting online. Please see overleaf and further details can be found in the Notice of Meeting.
Shareholder Reference Number

Please detach this portion before posting this proxy form.

000001
SG328
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 May 2021 at 3.00 pm.
Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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 Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
MR A SAMPLE
This year we will be conducting the AGM online, giving you the opportunity to participate online, using your smartphone, tablet or computer.
If you choose to participate online you will be able to view a live webcast of the meeting and ask questions online.
You will need your Shareholder Reference Number and PIN shown below to login to the meeting.
Note: For best Web Browser experience, please use the latest version of Chrome, Firefox, Edge or Safari. Internet Explorer is not supported.
*
Please complete this box only if you wish to appoint a third party proxy other than the Chair. For the appointment of a third party proxy, please refer to Explanatory Note 1. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
I/We hereby appoint the Chair of the Meeting OR the person indicated in the 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 offi ces of Indivior PLC, 234 Bath Road, Slough, Berkshire SL1 4EE on 6 May 2021 at 3.00 pm, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X X inside the box as shown in this example.
| Ordinary Resolutions | For | Vote Against Withheld |
|
|---|---|---|---|
| 1. | To receive the Company's audited accounts and the reports of the Directors and the Auditor for the year ended December 31, 2020. |
||
| 2. | To approve the Directors' Remuneration Report. | ||
| 3. | To approve the Directors' Remuneration Policy. | ||
| 4. | To elect Jerome Lande as a Director. | ||
| 5. | To elect Joanna Le Couilliard as a Director. | ||
| 6. | To elect Ryan Preblick as a Director. | ||
| 7. | To elect Mark Stejbach as a Director. | ||
| 8. | To elect Juliet Thompson as a Director. | ||
| 9. | To re-elect Peter Bains as a Director. | ||
| 10. To re-elect Mark Crossley as a Director. | |||
| 11. To re-elect Graham Hetherington as a Director. |
| For | Vote Against Withheld |
|||
|---|---|---|---|---|
| 12. To re-elect Dr A. Thomas McLellan as a Director. | ||||
| 13. To re-elect Lorna Parker as a Director. | ||||
| 14. To re-elect Daniel J. Phelan as a Director. | ||||
| 15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company. |
||||
| 16. To authorize the Audit Committee of the Board to determine the remuneration of the Auditor. |
||||
| 17. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure. |
||||
| 18. That the Directors be generally authorized to allot shares in the Company. |
||||
| Special Resolutions | ||||
| 19. That the Directors be authorized to disapply pre-emption rights up to 5% of the issued capital. |
||||
| 20. That the Directors be authorized to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or capital investment. |
||||
| 21. That the Company be generally and unconditionally authorized to make market purchases of its own ordinary shares. |
||||
| 22. That a general meeting other than an annual general meeting may be called on 14 clear days' notice. |
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. Signature Date

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 offi cer duly authorised, stating their capacity (e.g. director, secretary).
00000XXX/000000/000000
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.