INDIVIOR PLC NOTICE OF ANNUAL GENERAL MEETING THURSDAY, MAY 6, 2021 AT 3.00PM AT THE OFFICES OF INDIVIOR PLC, 234 BATH ROAD, SLOUGH, BERKSHIRE SL1 4EE 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 N O T I C E O F A N N U A L G E N E R A L M E E T I N G DEAR SHAREHOLDER, AGM format in light of the coronavirus pandemic I AM PLEASED TO ENCLOSE THE NOTICE OF The Board has been closely monitoring the coronavirus MEETING FOR THE ANNUAL GENERAL MEETING (COVID-19) pandemic and our priority continues to be the (‘AGM’) OF THE COMPANY. THE AGM IS TO BE health, safety and wellbeing of all of our stakeholders. The HELD ON THURSDAY, MAY 6, 2021 AT 3.00PM AT Board's preference had been to welcome shareholders in THE OFFICES OF INDIVIOR PLC, 234 BATH ROAD, person to this year's AGM, particularly given the constraints SLOUGH, BERKSHIRE SL1 4EE. we faced last year. In February, the UK Government published its "COVID-19 Response – Spring 2021" which sets THE FORMAL NOTICE OF AGM ('NOTICE') AND out the roadmap to ease restrictions across England. While RESOLUTIONS TO BE PROPOSED ARE SET this provides a route back to a more normal way of life, it is OUT ON PAGES 4 TO 6 OF THIS DOCUMENT. clear that many restrictions currently in force (including EXPLANATORY NOTES TO THE BUSINESS TO BE those relating to travel and indoor mixing) are intended to CONSIDERED ARE SET OUT ON PAGES 7 TO 12. remain in place on the day of our AGM. Accordingly, the THE BUSINESS OF THIS YEAR’S AGM COMPRISES Board's current intention is to hold the AGM at the RESOLUTIONS THAT ARE REGULARLY BROUGHT TO Company's offices with a limited number of Company representatives attending in person to ensure that a valid SHAREHOLDERS OF LISTED PUBLIC COMPANIES. meeting is held. Other shareholders will not be permitted to attend the AGM in person while restrictions precluding physical attendance remain in force. Shareholders and guests who travel to the meeting will not be admitted. It is, therefore, important that you do not attend the AGM in person while such restrictions remain in place. Engagement and voting at the AGM The Board recognises the importance of the AGM to shareholders and is keen to ensure that you are able to engage with the business of the meeting. Although shareholders will not be able to attend the AGM in person while restrictions remain in force, you can still be formally represented at the meeting by appointing the Chair of the AGM as your proxy and giving your instructions on how you wish the Chair to vote on the proposed resolutions. We strongly encourage you to do this. To ensure that your vote counts, you should only appoint the Chair of the AGM to act as your proxy. No other person appointed as your proxy will be able to attend the meeting while restrictions are in place and your vote will not be counted. Details of how to appoint a proxy are set out in the notes to the Notice on pages 13 and 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 3.00pm on Tuesday May 4, 2021. 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, he or she will vote in favour of each of the resolutions to be proposed at the AGM. All proposed resolutions will be put to a vote on a poll. 2 indivior.com 2 www.indivior.com This year, shareholders will be able to listen in to Recommendation (but not to speak at) the proceedings on the day online. The Directors consider that each of the proposed To access this facility, you will need to log in to resolutions set out in the Notice is in the best interests of meetings.computershare.com/MQ49ULN using your the Company and its shareholders and most likely to Shareholder Reference Number and PIN quoted on your promote the success of the Company for the benefit of proxy card. Further information can be found on pages 15 members as a whole. Accordingly, my fellow Directors and I and 16 of this notice. Following the proceedings in this way unanimously recommend that shareholders vote in favor of will not, however, constitute attendance at the AGM. To be those resolutions, as we each intend to do in respect of our formally represented at the meeting, you will need to own beneficial shareholdings in the Company (save in appoint the Chair as your proxy as noted above. respect of those resolutions in which we are interested). Shareholders can submit any questions relating to the I regret that I will not be able to meet you in person at the business of the AGM to the Board in advance of the meeting forthcoming AGM and look forward to the opportunity to do by sending them by email to [email protected]. The so at future meetings. Company will respond before the proxy appointment Yours faithfully, deadline to those questions received by the midday on April 30, 2021. Shareholders are also encouraged to check the Graham Hetherington Company's website (www.indivior.com/shareholders) where the answers to frequently-asked questions will be posted. Chair Whilst the Company encourages pre-submitted questions in March 25, 2021 advance of the meeting, a chat facility will be available Indivior PLC, 234 Bath Road Slough, Berkshire, SL1 4EE during the meeting as well. Please note that there will be no Company registration number: 09237894 ability to operate a live poll so votes will need to be registered in advance. Possible modifications to AGM format The Board recognises that the COVID-19 pandemic, and the UK Government's response to it, continues to evolve. The Board will continue to monitor developments and the latest Government guidance and will assess whether any modifications to the format of the meeting are necessary or desirable. We, therefore, ask shareholders to monitor the Company’s website (www.indivior.com) and regulatory news for any further updates. Indivior Notice of Annual General Meeting 2021 3 Indivior Notice of Annual General Meeting 2021 3 N O T I C E O F A N N U A L G E N E R A L M E E T I N G C O N T I N U E D Notice is hereby given that the Annual General Meeting of a. make political donations to political parties or Indivior PLC (‘Indivior’ or the ‘Company’) will be held on independent election candidates, or both, up to a Thursday, May 6, 2021 at 3.00pm at the offices of Indivior total aggregate amount of £50,000; PLC, 234 Bath Road, Slough, Berkshire SL1 4EE, to transact b. make political donations to political organizations the following business. other than political parties up to a total aggregate amount of £50,000; and Resolutions 1 to 18 will be proposed as Ordinary c. incur political expenditure up to a total aggregate Resolutions and Resolutions 19 to 22 will be proposed as amount of £50,000 Special Resolutions. Voting on all resolutions will be by way of a poll. as such terms are defined in Part 14 of the Companies Act 2006 during the period beginning on the date of the Report and Accounts passing of this resolution and ending on the date of the 1. To receive the Company’s audited accounts and the Company’s AGM to be held in 2022, provided that the reports of the Directors and the Auditor for the year aggregate expenditure under paragraphs (a), (b) and (c) ended December 31, 2020. shall not exceed £50,000 in total. The authorized sum referred to in paragraphs (a), (b) and (c) above may be Directors’ Remuneration Report comprised of one or more amounts in different 2. To approve the Directors’ Remuneration Report (other currencies which, for the purposes of calculating the than the part containing the Directors’ Remuneration said sum, shall be converted into Pounds Sterling at the Policy) for the year ended December 31, 2020. exchange rate published in the London edition of the Financial Times on the day on which the relevant Directors’ Remuneration Policy donation is made or expenditure incurred or, if earlier, 3. To approve the Directors’ Remuneration Policy (as set on the day on which the Company enters into any out in the Directors’ Remuneration Report for year contract or undertaking in relation to the same (or, if ended December 31, 2020).