Annual Report and Accounts 2024

Latosha

Regional Head of U.S.

Medical Affairs-West, Indian

Health Services Medical Lead

Important Cautionary Note

Regarding Forward-Looking

Statements

This Annual Report and Accounts contains

certain statements that are forward-looking.

Forward-looking statements include, among

other things, express and implied statements

regarding: the Group’s financial guidance

including operating and profit margins for

2025, including expected operational savings

and expected benefits from our reinvestment

efforts; expectations regarding the extent and

impact of competition, our expectations that

we can reach a final settlement related to the

provisions we recorded regarding opioid

litigation (including the opioid MDL) brought

by certain municipalities and tribal nations

and the material terms and conditions of the

final settlement agreement, including the

ultimate timing and structure of payments and

products distribution, injunctive relief and

scope of releases; our intent to extend

SUBLOCADE to Denmark and Norway;

expectations regarding the growth rates of

buprenorphine medically assisted treatment,

expected future growth and expectations and

sales levels for particular products;

expectations regarding our product

development pipeline and potential future

products; expectations that Mark Crossley will

serve as CEO through the AGM and that Joe

Ciaffoni will succeed him as CEO, and other

statements containing the words "believe,"

"anticipate," "plan," "expect," "intend,"

"estimate," "forecast," “strategy,” “target,”

“guidance,” “outlook,” “potential,” "project,"

"priority," "may," "will," "should," "would,"

"could," "can," "outlook," "guidance,"

thenegatives thereof, and variations thereon

and similar expressions. By their nature, such

forward-looking statements involve risks and

uncertainties as they relate to events or

circumstances that may or may not occur in

the future. Actual results may differ materially

from those expressed or implied in these

forward-looking statements. In particular, our

actual results, performance or achievements

or industry results could be affected by, among

other things: the substantial litigation to which

we are or may become a party; our reliance on

third parties to manufacture commercial

supplies of most of our products, conduct our

clinical trials and at times to collaborate on

products in our pipeline; our ability to comply

with legal and regulatory settlements,

healthcare laws and regulations, requirements

imposed by regulatory agencies and payment

and reporting obligations under government

pricing programs; risks related to the

manufacture and distribution of our products,

most of which contain controlled substances;

market acceptance of our products as well as

our ability to commercialize our products and

compete with other market participants; the

fact that a substantial portion of our revenue

derives from a small number of key proprietary

products; competition; our dependence on

third-party payors for the reimbursement of

our products and the increasing focus on

pricing and competition in our industry;

unintended side effects caused by the clinical

study or commercial use of our products; our

use of hazardous materials in our

manufacturing facilities; and our ability to

successfully execute acquisitions, partnerships,

joint ventures, dispositions or other strategic

acquisitions; our ability to protect our

Strategic Report

1 Financial Highlights

2 Our Journey

4 A Human Crisis

6 Addressing the Challenge

8 Creating a Pipeline for Tomorrow

10 Our Culture

12 Chair’s Statement

14 Chief Executive Officer’s Review

18 Case study

20 Chief Scientific Officer’s Review

22 Our Business Model

24 Stakeholder Engagement

31 2020 Resolution Agreement Update and

Legacy Legal Matters

32 Managing Indivior’s

BusinessResponsibly

46 Task Force on Climate-related Financial

Disclosures (TCFD)

50 Non-Financial and Sustainability

Information Statement

52 Financial Review

59 Legal Proceedings

61 Risk Management

71 Viability Statement

Governance

72 Chair’s Governance Statement

74 Board of Directors

76 Executive Committee

78 Corporate Governance

106 Directors’ Remuneration Report

125 Directors’ Report

129 Statement of Directors’ Responsibilities

Financial Statements

130 Independent Auditors’ Report

139 Financial Statements

Additional Information

188 Information for Shareholders

190 Publications and Conference Abstracts

Indivior.com

intellectual property rights and the substantial

cost of litigation or other proceedings related

to intellectual property rights; the risks related

to product liability claims or product recalls;

the significant number of laws and regulations

that we are subject to, including due to the

international nature of our business;

macroeconomic trends and other global

developments such as pandemics; the terms

of our debt instruments, changes in our credit

ratings and our ability to service our

indebtedness and other obligations as they

come due; changes in applicable tax rate or tax

rules, regulations or interpretations and our

ability to realize our deferred tax assets;

volatility in our share price due to factors

unrelated to our operating performance; and

such other factors as set out in this Annual

Report and Accounts.

Forward-looking statements contained in this

Annual Report and Accounts apply only at the

date of this Annual Report and Accounts. We

undertake no obligation publicly to update or

revise any forward-looking statement, whether

as a result of new information, future

developments or otherwise.

Front Cover

Indivior employee:

Latosha

Regional Head of U.S. Medical Affairs-West,

Indian Health Services Medical Lead

Indivior Annual Report and Accounts 2024 |

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INDIVIOR IS MAKING

MEANINGFUL RECOVERY FROM

ADDICTION ACHIEVABLE AND

ATTAINABLE FOR EVERYONE.

2024

Net revenue:

$1,188m

(2023 : $1,093m)

Adjusted net income:

$222m

(2023 : $223m)

Net revenue from SUBLOCADE®:

$756m

(2023 $630m)

Net (loss)/income:

($48m)

(2023 : $2m)

Adjusted operating profit:

$312m

(2023 : $269m)

Operating loss:

$23m

(2023 : $4m)

Year-end cash and

investments

$347m

(2023 : $451m)

Financial highlights

Indivior Annual Report and Accounts 2024 |

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10 YEARS

OF MAKING RECOVERY

HUMANLY POSSIBLE

Changing

the Face

of Recovery

Our vision is that

millions of people

across the globe

suffering from

substance use

disorders (SUD) or

overdose have access

to evidence-based

treatment to change

their lives.

Our Journey

Keith

Commercial Head,

Criminal Justice Systems

– Richmond, U.S.

“Apathy and ignorance remain

major barriers. There are many

areas where there’s still a lot

of stigma around addiction and

addiction treatment. We’re trying

to break through those barriers.”

Latosha

Regional Head of U.S. Medical

Affairs-West, Indian Health Services

Medical Lead

– Fort Collins, U.S.

“If I can do my part to help people

with opioid use disorder, then it

is worth it.”

Read Keith's full story on page 19

Eddie

Senior Regional Director Criminal

Justice System

“My team supports customers in the

field that are helping people change

their lives.”

Indivior Annual Report and Accounts 2024 |

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Our Mission Continues

At Indivior, we believe that meaningful recovery from addiction is

humanly possible. And we will do everything we can to ensure that

it is achieved.

Opioid use disorder is a disease that could happen to any of us.

It’s possible that recovery can happen to any of us too.

Rachael

Head of Global Finance Operations

“It’s amazing when you hear how

our products are changing lives.”

“You can’t understand the numbers

if you don’t understand the story

behind them.”

Michael

Director, User Services & Security

Operations, Information Technology

“Indivior stands apart with a

distinctive culture. Rather than

being nice aspirations or platitudes,

our Guiding Principles capture the

essence of Indivior and the spirit

of our remarkable people.”

Read Michael's full story

on page 18

Ryan

Lead Scientist, Analytical Development,

Research and Development

“We’re each doing a small part to make

sure we’re providing the best solutions

and products to our patients.”

Indivior Annual Report and Accounts 2024 |

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MILLIONS OF PEOPLE

AROUND THE WORLD ARE

ADDICTED TO OPIOIDS –

AND IT’S TEARING

THEIR LIVES APART.

U.S. opioid misuse

8.9m

people in the U.S.

misuse opioids

Opioid use worldwide

60m

people used opioids for

non-medical purposes

OUD in the U.S.

5.7m

people diagnosed

with OUD in the U.S.

U.S. OUD treatment

people in medication-

assisted treatment

According to the United Nations, in 2022, worldwide

approximately 60m people used opioids for non-

medical purposes and 292m people misused drugs.

This represents approximately 1 in 18 people.

In the U.S. around 5.7m have been diagnosed with opioid use

disorder (OUD) and around 8.9m misuse opioids. Only around

1m people in the U.S. with OUD have received medication-

assisted treatment (MAT) over the last 12 months.

1. UNODC World Drug Report 2024, page 44

2. Key Substance Use and Mental Health Indicators in the United States:

Results from the 2023 National Survey on Drug Use and Health, pages 20,

29 and 45

A Human Crisis

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OUR COMPANY WAS

FOUNDED TO HELP

COMBAT THE OPIOID

CRISIS, ONE OF THE

MOST URGENT PUBLIC

HEALTH EMERGENCIES

OF OUR TIME.

As the pioneer in developing medication for

opioid use disorder (MOUD), Indivior has

worked for over 25 years to reduce barriers to

access, while advocating that OUD should be

treated like other chronic diseases.

Today, we continue to pioneer innovative, life-transforming

treatments for people with substance use disorder

and serious mental illness. Our vision is that the

millions of people across the globe suffering from

these diseases have access to evidence-based

treatment to change lives.

U.S. – 85%

Rest of world – 15%

Net revenue by geography

SUBLOCADE – 64%

Other – 36%

Other (incl. SUBOXONE film, ROW

(ex. SUBLOCADE), PERSERIS and OPVEE)

Net revenue by product

25%

Addressing the Challenge

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AT THE HEART OF

RESEARCH AND DEVELOPMENT

(R&D) IS AN UNWAVERING

COMMITMENT TO SUPPORT

THE PATIENT JOURNEY TO

TREATMENT AND RECOVERY.

In 2024 we conducted pipeline prioritization and made significant progress

in advancing two assets for the treatment of OUD.

First, following the acquisition of the exclusive global rights to develop, manufacture, and commercialize

Alar Pharmaceuticals Inc.'s portfolio of long-acting injectable formulations of buprenorphine, we

initiated non-clinical reproductive studies, a clinical Phase 2 multiple dose pharmacokinetics study

as well as formulation development work with INDV-6001, our 3-month buprenorphine injectable

candidate. Second, we pursued the development of INDV-2000 (selective Orexin-1 receptor antagonist

for the non-opioid treatment of OUD) with the initiation of a clinical Phase 2 proof-of-concept study

and a clinical Phase 3 drug substance manufacturing campaign.

Creating a Pipeline for Tomorrow

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WE TAKE BUILDING OUR

CULTURE OF COMPLIANCE

SERIOUSLY. WE ARE

CONDUCTING OUR

BUSINESS WITH

INTEGRITY WHICH IS

CRITICAL TO OUR

LONG-TERM SUCCESS.

Guiding Principles

We have a special responsibility to the patients we serve to conduct

ourselves at a high level of integrity. As a business operating in a

highly regulated environment, compliance and conducting our

business with integrity are critical to our long-term success. Our

commitment to strong governance is embedded within a culture

focused on patient needs, patient safety and product quality.

Supported by our Guiding Principles, the Indivior Global Integrity

& Compliance Program (IGICP) is based on U.S. global regulatory

and industry code standards. IGICP is designed to guide our daily

activities and behaviors with systems, tools and ongoing learning

through a cycle of “Learn, Adjust, Prevent”.

At our core are six Guiding Principles

that define the way we work

Our Culture

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INDIVIOR CAN MAKE A HUGE DIFFERENCE

TO THE LIVES OF PATIENTS, FAMILIES, AND

COMMUNITIES AROUND THE WORLD

I am delighted to introduce my first Indivior Annual

Report and Accounts as Chair, having had the honor

of being appointed to the role in January 2025. Having

worked for many years in the biopharmaceutical

industry, and with my experience in global health

policy, quality assurance, and patient safety, I know

that OUD is a disease that can happen to any of us

and I strongly believe that Indivior can make a huge

difference to the lives of patients, families, and

communities around the world.

The shareholder experience in 2024 was certainly not what

we expected entering the year. While the Group did ultimately

deliver another year of net revenue and adjusted operating

profit growth, it was below the expectations we outlined at the

beginning of 2024. This resulted in the Board and the executive

team taking decisive action to refocus the Group on its highest

value-at-stake opportunity – delivering on SUBLOCADE’s peak

annual net revenue potential of more than $1.5bn.

Toward this end, the Group has been streamlined to focus

on the core opportunities in OUD treatment. The major actions

associated with this strategic realignment include:

• Reductions to the workforce to optimize the Group’s

efficiency, with a portion of the savings used to further

fuel SUBLOCADE’s growth.

• Terminating pipeline activities outside our pharmacological

OUD treatment assets.

• Finalizing plans for incremental investment to fuel patient

and healthcare provider awareness of SUBLOCADE.

With a refined focus, we believe the Group is now better

positioned to deliver on the core opportunities in OUD

treatment, and in turn generate long-term shareholder

value. What has not changed is our view that SUBLOCADE

has a substantial role to play in helping solve the U.S.

opioidepidemic. We believe LAIs likeSUBLOCADE are uniquely

suited to address the challengesposed by addiction treatment,

particularly adherence to treatment.

Further supporting our confidence are the continued strides

the Group made in 2024 to create greater certainty for all

stakeholders. We continued to put legacy litigation in the

rearview mirror, and we have fortified the Group’s financial

position with $400m in new financing.

In summary, the Group’s opportunity to create sustainable

long-term value remains undiminished. And now, with a

clear focus and firmer footing, the Group is well prepared

to capitalize on the opportunity before it.

Transfer of primary listing to the U.S.

In 2024, we were pleased shareholders overwhelmingly

approved the move from a U.K. to a U.S. primary listing. Given

that the U.S. is the Group’s largest source of net revenue and

remains our main growth driver, migrating trading of our shares

to the U.S. to attract more U.S.-based investors and analysts is

a logical progression, matching the long-term opportunity we

see for the Group. To further solidify our commitment to the

U.S.market, in 2025 we have transitioned to U.S. GAAP reporting.

Webelieve this will facilitate greater major U.S. stock indices

inclusion over time, as U.S. GAAP financials are among the

criteria for inclusion in higher profile U.S. stock indices.

Board Changes

There have been several important changes to the Board.

In June, I was appointed as an Independent Non-Executive

Director. In October, we announced Graham Hetherington’s

decision to step down from the Board as Chair. Graham

departed from the Board in December and, pending the

appointment of a new Chair, the position was ably filled on

an interim basis by Juliet Thompson, our Lead Independent

Director.

Chair’s Statement

“With a refined focus, we believe the Group is

now better positioned to deliver on the core

opportunities in OUD treatment, and in turn

generate long-term shareholder value.”

Dr. David Wheadon, Chair

Indivior Annual Report and Accounts 2024 |

Strategic Report

At the same time, Jerome Lande of Scopia Capital stepped down

from the Board as a Non-Executive Director and, following

discussions with Oaktree Capital Management L.P. (Oaktree),

a major shareholder in Indivior, Robert Schriesheim and Joe

Ciaffoni were appointed as Independent Non-Executive Directors.

Also in December, Ryan Preblick, the CFO, stepped down from

his role on the Board. Ryan continues to serve as CFO but his

stepping down from the Board, which has resulted in one

Executive Director – the CEO – remaining on the Board, now

aligns our Board composition with U.S.-listed company practice.

I would like to thank Graham and Jerome for their significant

contributions to Indivior. Through their efforts, and the

collective efforts of the Board, we are today a stronger

company and well-positioned to continue to help patients

suffering with OUD.

In January 2025, Daniel Ninivaggi was appointed as an

Independent Non-Executive Director. Daniel is a seasoned

public company executive and we look forward to benefitting

from his significant board and operational experience. As

announced in March 2025, Daniel will shortly assume

responsibility as Chair of our Nomination Committee.

In March 2025, we entered into an Amended and Restated

Relationship Agreement with Oaktree pursuant to which the

Company agreed to reduce the size of the Board from eleven

to seven Directors, effective from our AGM in May 2025. As

previously announced, Robert Schriesheim, Independent Non-

Executive Director, stepped down from the Board in March2025.

Consistent with the Company's switch to a U.S. primary listing

in2024, Peter Bains and Jo LeCouilliard, Independent Non-

Executive Directors, decided not to stand for re-election and

therefore will step down from the Board effective the close of

our AGM in May 2025. I would like to express my appreciation

toPeter and Jo for their commitment to bringing needed

therapeutic interventions for patients suffering from OUD.

Iampleased to confirm that Barbara Ryan will succeed Jo

LeCouilliard as Chair of the Compensation Committee. In due

course, we will announce the successor to Peter as Chair of the

Science Committee. These changes will be made effective from

the date of the May 2025 AGM.

CEO change

In February 2025, we announced the appointment of

Joe Ciaffoni as Chief Executive Officer. Joe will succeed

Mark Crossley, who is stepping down following a distinguished

tenure leading the company.

Joe is a proven public company CEO with more than 30 years

of experience in pharmaceuticals and biotech, most recently

serving as President and CEO of Collegium Pharmaceuticals. He

has a strong track record of operational and strategic success,

working across diverse models and therapeutic areas spanning

specialty, rare disease, mass market, and hospital. Joe has a

clear mandate to fuel the next stage of Indivior’s growth and

deliver on the Company’s significant potential.

The terms of Joe’s appointment are subject to, and effective

upon, the approval by shareholders of a new remuneration

policy at our AGM in May 2025.

Mark was appointed as CEO in June 2020 and, under his

stewardship, Indivior has strengthened its commitment to

patients, expanded access to treatment, and advanced its

mission of pioneering life-transforming treatments for SUD.

Weowe him much gratitude for his many contributions to

Indivior and we wish him the very best for the future.

As I start my tenure in what is Indivior’s 10-year anniversary

as an independent company, I am very proud to lead the Board

and support Indivior’s mission to help change patients’ lives by

bringing pioneering life-transforming treatments for OUD.

I would like to thank my fellow Directors and all of Indivior’s

employees for their support and warm welcome.

Dr. David Wheadon

Chair of the Board

March 6, 2025

Indivior Annual Report and Accounts 2024 |

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CLEAR STRATEGIC PRIORITIES CONTINUE

TO DRIVE VALUE CREATION

2024 was a challenging year for our Company. We

faced several external pressures on our business

and a changed competitive landscape in the U.S.

In the face of these challenges, I am pleased to

report that we delivered top- and bottom-line

growth, with Indivior’s overall net revenue in 2024

increasing 9% to $1,188m, including 20% growth in

overall SUBLOCADE net revenue to $756m. Adjusted

operating profit increased 16% to $312m in 2024.

Beyond our financial results, in 2024 we achieved milestones

that we believe have created greater certainty for our patients,

employees, shareholders, and other key stakeholders. These

include continuing to settle major legacy litigation and

increasing our financial flexibility with a new $400m financing

commitment. We also took streamlining actions across the

business that are expected to generate pre-tax savings of over

$100m in 2025. While difficult because these actions involved

people, a portion of the savings generated will be used to

reinvest in SUBLOCADE’s leadership position in the U.S.

as well as to reduce our expense base by approximately $50m

versus FY 2024.

As we look forward, our confidence in the long-term value

we can create for stakeholders remains unwavering. The U.S.

OUD disease space continues to have significant unmet patient

needs. As a leading treatment provider with more than two

decades of experience and a sharpened focus on OUD, Indivior

continues to be well positioned to meet patient needs and

create shareholder value. Our clearly defined Guiding Principles

and strategic priorities, our culture, and our narrowed focus on

OUD are key competitive advantages that I believe will enable

us to make progress against our mission to change patients’

lives by pioneering life transforming treatments for addiction.

Below I expand on the progress we are making against our four

strategic priorities that we and the Board believe will create

sustainable long-term value for all Indivior stakeholders.

Chief Executive Officer’s Review

“As a leading treatment provider with more than

two decades of experience and a sharpened

focus on OUD, Indivior continues to be well

positioned to meet patient needs and create

shareholder value.”

Mark Crossley, CEO

Indivior Annual Report and Accounts 2024 |

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Grow SUBLOCADE

>$1.5bn

Diversify Revenue

Progress the Pipeline

Optimize Our

Operating Model

TO DELIVER ON OUR

PURPOSE, AND ACHIEVE OUR

VISION, WE HAVE IDENTIFIED

FOUR STRATEGIC PRIORITIES

FOR VALUE CREATION

Indivior Annual Report and Accounts 2024 |

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1. Grow SUBLOCADE >$1.5bn

In 2024, SUBLOCADE’s growth was challenged in new ways.

We had to navigate external transitory pressures impacting our

U.S. net revenue, including Medicaid patient reductions, funding

changes among certain CJS customers, a cyberattack on a major

medical claims processor, and a changed market backdrop, with

a new competitor to SUBLOCADE in the U.S. market. While the

confluence of these events during the year significantly

challenged our ability to accurately forecast demand for

SUBLOCADE, we continue to expect to achieve SUBLOCADE's peak

net revenue goal of >$1.5bn.

We refocused the entire organization on growing

our position in OUD treatment and delivering SUBLOCADE’s

fullcommercial potential. Our strategy in the U.S. is ensuring

SUBLOCADE’s position in the near term while also accelerating

both LAI and OUD treatment penetration long term. Only about

8% of patients receiving MOUD are being treated with an LAI,

and as we have stated, we believe that has the potential to grow

to over 30%. Further, our market research shows that OUD

patients’ general awareness of MOUD remains low, with less

than15% of patients aware of any brand name in the category.

Near term, we continue to believe that in an opioid epidemic

fueled by synthetic opioids, efficacy remains the single most

important order of choice for prescribers. Our teams continue

to elevate differentiation by focusing on patient outcomes. In

February 2025, the FDA approved SUBLOCADE label changes,

which cover rapid induction and alternate sites of injection

on the body. We believe these changes mark a significant

advancement in the treatment of moderate to severe OUD. Along

with an approved extended time out of refrigeration (12 weeks),

these new label updates are expected to improve the patient

and healthcare provider (HCP) experience with SUBLOCADE.

In addition, we are continuing to build additional pathways to

treatment, so all OUD patients can access LAIs regardless of

their care setting. Our efforts here include scaling up our network

of alternate sites of care (ASOC). At the end of 2024, our ASOC

network contained approximately 1,230 locations across 23 states

with five partners. We believe this growing network will be critical

in addressing treatment gaps for patients transitioning from CJS

or patients seeking treatment via telehealth, which has been

extended by the U.S. government.

Longer term, we are focused on growing the overall awareness

of MOUD, and patient requests for SUBLOCADE specifically. The

opportunity we see is to expand reach and engagement with a

broader patient pool – the three to six million patients that

have been diagnosed with OUD. Our major initiative toward this

is the launch of a direct-to-consumer (DTC) campaign. This

campaign began in late 2024 and leading indicators, including

SUBLOCADE site traffic, are up significantly.

As our FY 2025 net revenue guidance suggests, we expect largely

unchanged net revenue for SUBLOCADE at the mid-point of

guidance, as strong overall U.S. LAI category growth and

expected benefits from our commercial investments are offset

by ongoing competitive dynamics in the U.S. and near-term

Justice System funding challenges.

2. Diversify Revenue

Our diversification strategy is solely focused on OUD treatment

and launching OPVEE® (nalmefene) Nasal Spray, our opioid

overdose rescue medicine, as well as continuing to grow

SUBLOCADE outside the U.S. These are our priorities

in the near and medium term.

For OPVEE in 2024, the focus has been on generating greater

trial and experience with the product among first responders.

We ended the year with 180 experience programs activated

versus 10 at the beginning of 2024 and have standing orders

now in 35 states. This is progress, but we are somewhat

disappointed that we are not further along the adoption

curve. We recognized when we launched OPVEE that the harm

reduction advocates would be vocal, but the voice has been

louder than we expected. We are countering this voice with

real-world evidence and testimonials from users to reinforce

OPVEE’s differentiation.

We were also pleased in the third quarter of 2024 to book

$15m of net revenue for OPVEE, comprised of two 100,000-unit

orders from the U.S. Biomedical Advancement Research and

Development Authority (BARDA). This order is part of the 10-year

agreement with them that, based on certain milestones and

other provisions, is expected to be worth $110m.

Our peak net revenue goal expected for OPVEE remains $150 to

$250m.

In terms of geographic diversification, we were pleased to see

continued growth in the new products that we have introduced

in select countries outside of the U.S. SUBLOCADE is now

available in six additional countries and we expect to extend its

availability to Denmark and Norway in 2025.

Our expectation in the current year would be for continued

steady net revenue progression for our new products outside

the U.S. again mainly driven by SUBLOCADE. Our continued

progress is expected to offset the declines we continue to

experience in our legacy tablet business outside the U.S. from

generic competition.

Chief Executive Officer’s Review continued

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3. Progress the Pipeline

Turning to our R&D pipeline, as part of the reprioritization to

focus on OUD treatment, our pipeline assets now comprise

INDV-6001, a three-month long-acting buprenorphine injectable

and INDV-2000, a selective Orexin-1 receptor antagonist. The

Phase 2 studies for both assets have been committed to and

funded, and development activities for both assets are on track.

For INDV-6001, the multiple dose PK study will inform any future

Phase 3 study. The first subject first visit was achieved last

September. The completion of this study with last subject last

visit is currently scheduled for Q4-2025. The INDV-2000 Phase 2

proof-of-concept study also began in 2024. The first subject was

dosed in June, and through end of 2024, 98 patients have been

dosed. Our excitement about this asset reflects our belief in the

significant unmet need for a non-opioid option for patients as

part of the OUD treatment continuum. The completion of this

proof-of-concept study with last subject last visit is currently

scheduled for Q4 in 2025.

4. Optimize Our Operating Model

On our last strategic priority, I am pleased that again in 2024 we

made great strides in creating greater certainty for all Indivior

stakeholders. The two major items in 2024 were continuing to

reduce enterprise risk with the settlements of major legacy

litigation related to the anti-trust and opioid multi-district

litigation, and increased capital flexibility with $400m of

new financing commitments.

More specifically on the completed legal settlements, we

have now fully resolved the legacy antitrust matters with the

agreement we reached with the remaining parties in this legacy

matter. We also reached an agreement with certain parties

in the opioid multi-district litigation covering most litigants.

I am also pleased that in 2024 we extended our strong record

of meeting our mandated integrity and compliance

commitments. We are well on track to complete our

obligations under the Corporate Integrity Agreement (CIA)

thisyear.

Indivior’s continued growth under new leadership

This year – 2025 – is our 10-year anniversary as a standalone Company and, for me personally, it will be a year of mixed emotions as

I step down as CEO (following the AGM in May).

It has been a privilege to have worked at Indivior over the decade, the last five as CEO. I am filled with pride for the positive

difference Indivior has made in the lives of patients, families, and communities around the world. Throughout our journey so far,

we have stood true to our mission of helping those struggling with addiction achieve and maintain meaningful recovery. Our clear

purpose and unwavering commitment have been the driving forces behind the impact we have achieved.

Our employees deserve all the credit for our success. As a team, we have seen strong growth for SUBLOCADE, already

halfway towards its peak net revenue of greater than $1.5bn while helping over 350,000 patients since launch. We have pioneered

treatment in CJS. Hundreds of organizational health systems now routinely prescribe SUBLOCADE as their treatment of choice for

OUD. We are pioneering innovation to support widening treatment, such as ASOC, and transition from CJS to normal society.

Our employees’ dedication to our patients and Guiding Principles continues to inspire me, and I want to thank them for

their hard work and drive, not just this year but over the last decade and more.

Indivior has been a wonderful and inspiring company in which to spend the last 10 years. My belief in our vision and commitment to

helping our patients and widening access to treatment remains as strong as it ever was. I am confident the Company will continue to

lead the way in tackling the opioid epidemic behind new leadership, an excellent management team, and Indivior’s amazing people.

Mark Crossley

Chief Executive Officer

Indivior Annual Report and Accounts 2024 |

Strategic Report

Michael, Director, User Services & Security

Operations, Information Technology

Michael has been at Indivior for seven years.

As Director of End User Services and Security

Operations, Michael takes care of the computers

and mobile devices we use daily. His team provides

software tools for tasks and IT support for Indivior

colleagues, helping them with any technical issues

or questions. The Security Operations team manages

all security incidents and investigations.

My wife and I are licensed foster parents, committed to

restoring families facing difficulties. In our community,

as in many others nationwide, we witness the challenges of

substance abuse firsthand. Recently, we fostered a baby and

her six-year-old brother. Their parents, though in recovery,

were homeless and living in their car as they struggled with

the fallout from substance abuse. Just days before Christmas,

the children were placed with us. We endeavored to keep the

parents engaged in their children's lives as much as possible

and mobilized community resources to secure them housing,

food, transportation, and loving support.

The parents of our foster kids had opted for methadone

treatment, requiring daily visits to the clinic. As we supported

them, we discovered how disruptive and restrictive this

treatment regimen was, yet also how it is essential for their

recovery. My wife accompanied them when they couldn't

manage the trips on their own. Witnessing the signs of

withdrawal was deeply distressing, as was the restrictive

nature of their chosen course of treatment.

We observed the difficult compromises these loving parents

had to make. From missing their son's first soccer game and

their infant daughter’s doctor appointments, to struggles

with school enrollment and steady employment. The daily

methadone visits were both crucial and obstructive.

Understanding the transformative impact our medications

have on families in both rescue and recovery is one of the

core reasons I work for Indivior.

Since IT doesn’t directly interact with patients, my goal is to

support my colleagues. Every time employees face an IT issue,

perform a task inefficiently, or spend time trying to figure

something out, they lose time that could be spent

accomplishing their goals. Our job in IT is to focus on

employees so that they can focus on the patient.

My main role is to help people unlock their creativity and remove

obstacles. I believe work should be done where and when people

can be most efficient, which often means leaders getting out of

the way to let the experts do their thing. All of us approach tasks

uniquely with our own strengths. I enjoy coaching to identify

these strengths and help people clear barriers, making it easier

for them to see it, own it, and make it happen.

The biggest hurdle for me is carving out time to concentrate.

My calendar is packed with back-to-back meetings, forcing

me to jump from one discussion to another. Although I enjoy

working on different projects, managing such a hectic schedule

means it can be hard to figure out which tasks to tackle first.

I'm blessed to have an incredible team supporting me. Without

them, all our daily challenges would be too much to handle.

In my department, we’re integral to almost every aspect of the

business, but it’s our success with new staff that stands out.

Whether Indivior is launching new departments (Market Access

or CJS), or onboarding team members from major acquisitions

(Opiant or Raleigh), we play a crucial role in ensuring that a new

employee’s first impressions reflect our exceptional corporate

culture. Our success in creating a world-class onboarding

experience is a credit to the extraordinary talent within my team

and our willingness to partner with other departments,

including Human Resources and Finance.

Two of my team members have received IT-wide awards,

and one has won an Indivior LEADS award. These accolades

recognize their approach to work, not just the tasks they

perform. I’m immensely proud of our team's commitment

to engaging with others to seek wisdom, and their habit of

assuming positive intentions in people's actions. Witnessing

our team members being acknowledged for their contributions,

both within the department and company-wide, ranks among

my most rewarding experiences at Indivior.

Many of us have experienced corporate environments that are

focused on personal gain and financial outcomes, environments

where profit comes before people. Indivior stands apart with a

distinctive culture defined by our Guiding Principles.

These principles go beyond mere slogans on office walls; they

embody who we are, how we operate, and our interactions with

each other and our priorities, particularly in making the patient

our ultimate focus.

Rather than being nice aspirations or platitudes, our Guiding

Principles capture the essence of Indivior and the spirit of our

remarkable people. It’s as if someone spent some time

observing the Indivior workplace and wrote down the most

common characteristics they saw. That’s the foundation we

have from the last 10 years, which is why I’m hopeful and

looking forward to our next chapter.

October 23, 2024

INDIVIOR 10-YEAR ANNIVERSARY

EMPLOYEE PROFILE

Case study

Indivior Annual Report and Accounts 2024 |

Strategic Report

Keith, Commercial Head, Criminal Justice Systems

Keith joined Reckitt Benckiser Pharmaceuticals

in 2007 as a national account manager. During the

past 17 years, he has been involved with SUBOXONE

tablets and film products and, more recently,

SUBLOCADE. In 2019, Keith was asked to help start up

the CJS team, which he has been heading ever since.

The CJS team hit the ground running right before the COVID-19

pandemic. It was a baptism of fire. We’ve gradually grown

froma team of six at the end of 2019 to a team of more

than40currently.

My job is to help make sure that everybody out there who wants

treatment can get treatment. When we first started up, we

talked about the local jail being the front door to addiction

treatment. I believe that about two-thirds of people who have

OUD at some point end up in the criminal justice system. So it's

one of the best places to intervene. I just try to make sure we're

doing everything we can to get treatment to the people who get

wrapped up in that system.

Apathy and ignorance remain major barriers. There are many

areas where there's still a lot of stigma around addiction and

addiction treatment. We're trying to break through those

barriers. And there's a big push right now from a policy

perspective to push corrections facilities to provide

treatment for people.

The funding for these programs is also a challenge. It’s not

usually a line item in any state or local municipality budget.

They mostly turn to grants. It's a challenge helping people get

connected to funding for their programs.

My personal motivation is that my younger brother died of a

heroin overdose. That was back in 2010, before treatment was

widely available. I often wonder what would have happened if

there had been some intervention point while he was incarcerated.

Also, my own child had terrible drug problems, primarily with

opiates and heroin, and my wife and I have had custody of our

granddaughter since she was two years old. She’s nine now. She

calls me ‘Poppy’ and said that when she turns 11, she wants me

to change her last name to mine. So, I know what this disease

does to people, how it impacts families, how it impacts

communities. And that's what drives me. It’s very personal.

When you have things like that happen, you realize they happen

every day all across this country and all around the world. You

know that drugs cause problems. People lose their own children

because they can't deal with their drug problems. People lose

their brothers and others in their families. This disease knows

no boundaries. It goes across every single segment of society,

from poor people up to those who are wealthy and famous. You

see it every day, but sometimes you don't hear about it at all.

Dr. Ed Johnson was very influential with early research on

buprenorphine at Johns Hopkins University. He was very

passionate about treatment and doing the right thing, and was

literally at the forefront of putting buprenorphine into syringe

drops and under people's tongues. He was the one who really

started the ball rolling. Whenever he talked, it resonated. One

of the things he said that's always stuck with me is that if we

sell treatment, we'll be successful. If we just sell buprenorphine,

we'll fail. And I've always believed that it's not about the drug.

It's about getting people connected to treatment and trying to

figure out how we keep them in treatment. Because the longer

they're in treatment, the better they're going to do.

I like it at Indivior. I like the people here. I like the products

we have. I believe in what we do. That's why I stay. I've been

proud to work here. It's been interesting. My plan is to work

here until I retire.

I’m very proud of getting a Guiding Principle Award for

demonstrating honesty and integrity at all times, because

that's something your peers nominate you for and people

discuss. To get that award was special. My personal favorite

Guiding Principle is ‘See It, Own It, Make It Happen.’ That’s the

one that really gets me up and drives me every day because

that's what my team does – we make things happen.

Looking around, it’s clear some progress is being made. The

elimination of the waiver requirement is making treatment

more accessible by allowing more people to prescribe

buprenorphine. The availability of opioid reversal drugs is also

starting to help drive the trend towards a decrease in overdose

deaths. And we're partly responsible for that decrease. But over

100,000 people died from an overdose in the past year. So

there's still a very long way to go.

It's so difficult to help someone who has this disease. But when

you do, it's amazing. It's very rewarding. That motivates me

because I've experienced firsthand what it can do to families.

October 21, 2024

INDIVIOR 10-YEAR ANNIVERSARY

EMPLOYEE PROFILE

Indivior Annual Report and Accounts 2024 |

Strategic Report

PIONEERING MEDICATION-ASSISTED

RECOVERY FOR OPIOID USE DISORDER

In the U.S., nearly 90% of individuals with OUD

nationwide who may benefit from MOUD treatment

do not receive it.

For patients receiving MOUD,

continuous therapy is essential to improving patient

outcomes. Even in settings with advanced

treatment, retention in care after a few weeks or

months has been low (<30–50%).

Patients typically

cycle between care episodes and intermittent drug

use, with increased risk of relapse and death when

out of treatment.

While time on MOUD has been

linked to a 60–80% decrease in overdose or

mortality when compared to time out of treatment,

there is a dearth of clinical decision support

grounded in empirical research to better customize

care pathways for specific patients.

It is therefore

essential to continue to demonstrate that

comprehensive treatment and overdose reversal

strategies lead to better outcomes that ultimately

offset medical costs associated with OUD.

In 2024, our Research & Development (R&D) and Medical

Affairs & Safety (MA&S) organization continued to characterize

the process of recovery and identify factors that promote

or hinder treatment success. We conducted clinical Phase 4

studies and associated regulatory filings to address knowledge

gaps in the areas of rapid treatment initiation and alternative

injection sites with SUBLOCADE, long-term recovery outcomes,

and treatment cessation guidance.

We also oversaw medical education, real-world evidence (RWE)

studies, externally sponsored studies (ESS), and independent

medical education (IME) grants. Throughout the year, our team

produced a substantial number of new CJS, federal health,

payor, and disease-state materials related to OUD, as well as

peer-reviewed publications and conference presentations

(seepages 190-192). Outside of the U.S., we expanded access

to SUBLOCADE by securing regulatory approvals in several

additional countries. We also expanded access to SUBOXONE

film with regulatory approvals in several additional countries.

The availability of illegally manufactured synthetic opioids like

fentanyl accounts for 90% of all opioid overdose deaths in the

U.S.

In 2023, the Drug Enforcement Administration (DEA) seized

more than 80m fentanyl-laced counterfeit pills and nearly 12,000

pounds of fentanyl powder, equivalent to more than 381m lethal

doses.

Following regulatory approval of OPVEE (nalmefene) nasal

spray by the FDA in May 2023, the Biomedical Advanced Research

and Development Authority (BARDA) issued a contract to invest

Project Bioshield funds to support OPVEE in the following

activities: post-marketing studies; a three-year stability study to

support shelf-life extension; RWE and Phase 4 clinical studies;

and the procurement of finished, packaged OPVEE held as Vendor

Managed Inventory (VMI). This VMI would act as a medical

countermeasure in the event of a synthetic opioid community or

mass casualty event. Two VMI stockings of 100,000 units took

place in August and September 2024. Our RWE team

is currently working on numerous retrospective and prospective

studies to understand the real-world utilization of OPVEE.

During 2024, we stopped the development of several pipeline

projects on cannabis use disorder (CUD), alcohol use disorder

(AUD), acute cannabinoid overdose (ACO), and digital

therapeutics in order to refocus our skills and expertise

on treating OUD.

Chief Scientific Officer’s Review

“During 2024, we stopped the development of

several pipeline products on cannabis use

disorder (CUD), alcohol use disorder (AUD),

acute cannabinoid overdose (ACO), and digital

therapeutics, in order to refocus our skills and

expertise on treating OUD.”

Christian Heidbreder, CSO

Indivior Annual Report and Accounts 2024 |

Strategic Report

First, we ended our collaboration with Aelis Farma on the

development of AEF0117. This was Aelis’s first-in-class synthetic

Signaling Specific inhibitor (SSi), engineered to modulate the

cannabinoid type 1 (CB1) receptor (CB1-SSi) for the treatment

of CUD. We also decided not to exercise Indivior’s exclusive

option to license the global rights to AEF0117, in the absence

of conclusive efficacy data from Aelis’s clinical Phase 2B trial.

Second, we opted to terminate the internal development of

INDV-1000 for the treatment of AUD. Despite our successful

collaboration with Addex Therapeutics for the lead optimization

of INDV-1000, which resulted in the selection of ADX110201 as

a clinical candidate in June 2024, we took the decision to halt

INDV-1000 following the completion of IND-enabling studies.

Third, following challenges with the formulation of parenteral

medicinal products and on-hold operations at the National

Center for Advancing Translational Sciences (NCATS), we

decided to halt the development of Drinabant for ACO. Lastly,

we deprioritized and terminated our partnership with Click

Therapeutics for the development and commercialization

of CT-102, a prescription digital therapeutics platform.

Notwithstanding pipeline prioritization, we made significant

progress in advancing two assets for the treatment of OUD.

First, after acquiring the exclusive global rights to develop,

manufacture, and commercialize Alar Pharmaceuticals Inc.'s

portfolio of LAI formulations of buprenorphine, we initiated the

following: nonclinical reproductive studies; a clinical Phase

2 multiple dose pharmacokinetics study; and formulation

development work with INDV-6001, our three-month

buprenorphine injectable candidate. Second, we pursued the

development of INDV-2000 (selective Orexin-1 receptor

antagonist for the non-opioid treatment of OUD), with the

initiation of a clinical Phase 2 proof-of-concept study and a

clinical Phase 3 drug substance manufacturing campaign.

Christian Heidbreder

Chief Scientific Officer

Our R&D Center at Fort Collins, Colorado

1. Krawczyk N et al., 2022. Has the treatment gap for opioid use

disorder narrowed in the US? A yearly assessment from 2010 to 2019.

Int J. Drug Policy; Jul. 19, 103786. https://doi.org/10.1016/j.

drugpo.2022.103786.

2. Socías ME et al. 2018. Trends in engagement in the cascade of care

for opioid use disorder, Vancouver, Canada, 2006-2016. Drug Alcohol

Depend. 189, 90–95. https://doi.org/10.1016/j.drugalcdep.2018.04.026

3. Sordo L et al., 2017. Mortality risk during and after opioid

substitution treatment: systematic review and meta-analysis

of cohort studies. BMJ 2017 357 (j1550), 1–14.

4. Degenhardt L et al., 2011. Mortality among regular or dependent

users of heroin and other opioids: a systematic review and

meta-analysis of cohort studies. Addiction 106, 32–51.

5. Meinhofer A et al. 2019. Prescribing decisions at buprenorphine

treatment initiation: do they matter for treatment discontinuation

and adverse opioid-related events? J. Subst. Abuse Treat. 105, 37–43.

6. Ahmad FB, C. J., Rossen LM, Sutton P., 2024. Provisional drug

overdose death counts. National Center for Health Statistics,

https://www.cdc.gov/nchs/nvss/vsrr/drug-overdose-data.htm

7. United States Drug Enforcement Administration, 2024. One Pill

Can Kill. https://www.dea.gov/onepill

Indivior Annual Report and Accounts 2024 |

Strategic Report

BUILDING A BETTER FUTURE

FOR PATIENTS

GUIDED BY OUR PURPOSE, INSPIRED BY OUR PEOPLE AND CULTURE,

AND INFORMED BY OUR EXPERTISE, INSIGHT, SCIENTIFIC INNOVATION,

AND STAKEHOLDER RELATIONSHIPS, WE AIM TO ADDRESS PATIENTS’

UNMET NEEDS AROUND THE WORLD.

We develop, produce, and market evidence-based treatments to help patients suffering from

substance use disorders and overdose.

Highly skilled and knowledgeable people

An able workforce and management team with

a deep understanding of patient needs and a

strong commitment to improving patient lives.

OUR STRENGTHS

Vision

Our vision is that the millions

of people across the globe

suffering from substance use

disorders or overdose have

access to evidence-based

treatment to change their lives.

Mission

Our mission is to be the global

leader and a pioneer in developing

innovative prescription treatments

for people suffering from substance

use disorders and overdose.

Governance

We recognize the importance

of a strong governance and

compliance framework which

supports our business and

facilitates good decision-making.

Culture

Based on a clearly defined set of Guiding Principles,

our culture is a key competitive advantage, enabling

Indivior to drive sustainable and strategic business

growth and create social value.

Product portfolio

Our product portfolio is focused on helping to meet

adult patient needs in addiction and overdose.

Capital base

Indivior employs disciplined capital allocation.

We focus on retaining a robust capital base to

enable flexibility in addressing legal matters,

agility in managing unknown market impacts,

and the ability to pursue identified growth

and diversification opportunities.

Purpose

Our purpose is to pioneer

life-transforming treatment.

Our Business Model

Indivior Annual Report and Accounts 2024 |

Strategic Report

Sustainability

We believe our business is a force for positive

change in society. We seek to create value for

all stakeholders and aim to do this sustainably

by progressing the science of medicine and

treatment while protecting natural and

human resources.

Read more on pages 24 to 30

Grow

SUBLOCADE

>$1.5bn

Diversify

Revenue

Progress

the Pipeline

Optimize

Our Operating

Model

Indivior Annual Report and Accounts 2024 |

Strategic Report

Our stakeholders – from employees, patients,

healthcare providers, and the greater community,

tosuppliers, policymakers, and civil society – are

fundamental to how we operate and who we are.

We believe ongoing engagement with our stakeholders is

fundamental to developing and maintaining a robust,

sustainable, and successful business. Our stakeholders’

perspectives and priority areas help to inform our decision-

making and, in turn, help us to make progress toward realizing

Indivior’s purpose, vision, and mission.

Indivior regularly reviews its understanding of each stakeholder

group and priority area, and assesses its efforts to identify

further opportunities to strengthen and learn from these

relationships. We employ experienced and qualified individuals

to conduct our stakeholder engagement activities. These

employees include members of the governance, investor

relations, government affairs, advocacy, and global impact

teams, supported by knowledgeable and experienced

externaladvisors.

UNDERSTANDING OUR

STAKEHOLDERS

Stakeholder Engagement

Indivior Annual Report and Accounts 2024 |

Strategic Report

Section 172 Statement

Section 172 of the U.K. Companies Act 2006 requires each

Director of the Company to act in the way he or she considers,

in good faith, would most likely promote the success of the

Company for the benefit of its members as a whole.

In this way, Section 172 requires a Director to have regard,

among other matters, to the:

• likely consequences of any decisions in the long term;

• interests of the Company’s employees;

• need to foster the Company’s business relationships with

suppliers, customers, and others;

• impact of the Company’s operations on local communities

and the environment;

• desirability of the Company maintaining a reputation for

high standards of business conduct; and the

• need to act fairly between members of the Company.

In discharging its Section 172 duties, the Board regularly

considers the factors set out above and the views of

keystakeholders. It then applies this information in its

decision-making.

The Board acknowledges that some decisions will not

necessarily result in a positive outcome for all of Indivior’s

stakeholders. However, by considering the Company’s purpose,

mission, vision, and commitment to responsible business,

together with its strategic priorities and process decision-

making, the Board aims to ensure that its decisions are in the

best interests of the Company and its stakeholders. Further

information regarding the principal activities and decisions

taken by the Board during the year can be found in the

principal activities section on pages 83 to 84.

The key themes and strategies highlighted in this report section

will be continued into 2025. The increased emphasis on

sustainability reporting, which began in 2022 with the

publication of our first Sustainability Report, will be

continued in 2025 with the publication of a fourth report.

The following table summarizes our key stakeholders; their

key areas of interest; why each group matters to everyone at

Indivior; how engagement activity is conducted; stakeholder

engagement highlights in 2024; the involvement of the Board in

Indivior’s stakeholder engagement; and how the Board applied

the knowledge acquired through engagement to its decision-

making processes. Further information is also available on page

85 of this report and in Indivior’s latest Sustainability Report.

Building a Model for Advocacy

Drawing on her background in sales and social work,

as well as her grassroots advocacy experience, Melissa

Warren McDaniel, Indivior’s Director of County Government

Relations and Advocacy, recently engaged key internal

and external stakeholders on an initiative to support the

efficacy of opioid response (OR) programs in Pennsylvania.

By collaborating with various members of Indivior

and other relevant organizations, McDaniel sparked

conversations with the city council about policies to

help maintain the community’s access to essential

services. A pilot program followed whereby treatment

facilities were installed at Kensington, Philadelphia,

aneighborhood heavily impacted by the opioid crisis.

These efforts helped to create a more informed and

supportive environment for individuals struggling with

OUD, highlighting the importance of policy changes

andcommunity engagement in addressing the opioid

crisis. As a result of her efforts, she will be testifying in

front of the Philadelphia City Council about their

groundbreaking efforts to install treatment facilities

inKensington.

McDaniel is now focused on creating a case study of this

work in Kensington that can be used as a model for what

advocacy work at Indivior looks like and the impact it

can have for patients. She believes that a case study can

help shape a grassroots advocacy program to bridge the

gap between the community and access to services. This

initiative can not only provide valuable insights but also

lay the groundwork for future advocacy efforts aimed at

improving the lives of those affected by opioid addiction.

Indivior Annual Report and Accounts 2024 |

Strategic Report

PATIENTS

Our vision is that all patients around the world will

have access to evidence-based treatment for OUD.

Indivior is dedicated to transforming OUD from a

global human crisis to a recognized and treated

chronic disease.

HCPS

Addiction and overdose are uniquely challenging

treatment spaces. Dialogue and engagement with

HCPs are important aspects of the journey that will

ensure access to treatment for all.

Key stakeholder issues

• Access to treatment and support

• Product pricing and availability

• Product safety and efficacy

Key stakeholder issues

• Product availability, safety, and efficacy

• Accurate and up-to-date information about Indivior’s products

Key issues for Indivior

• Advocacy activities to support Indivior’s vision

• Ensuring evidence-based treatment for OUD is available to

everyone who needs it promptly

• Providing treatment distribution through responsible HCPs

• Breaking down barriers to care so more patients have access to

the evidence-based treatment they need on their recovery journey

• Expanding the U.S. go-to-market capabilities to continue growth

in organized health systems

Key issues for Indivior

• Responsible pricing, marketing, and distribution supported

by internal compliance activities

• Pioneering, producing, and marketing evidence-based innovative

treatments for OUD

• Ensuring that evidenced-based treatments are available

to greater numbers of HCPs and patients around the world

• Expanding Medicare-supported access to treatment for OUD

within the U.S. CJS

How Indivior engages

• Adhering to regulatory and industry best practice requirements

(for instance, product labeling and information)

• Campaigning and lobbying with other interested parties to

increase access to treatment

• Monitoring HCPs that dispense Indivior’s treatments to patients

How Indivior engages

• Conducting responsible pricing, marketing, and distribution

activities supported by rigorous internal compliance measures

• Supporting regulatory, legislative, and logistical developments to

improve treatment access for patients and enable HCPs to treat

more patients when they decide to seek help

Board involvement highlights

• Monitoring compliance information concerning product

marketing, communications, and distribution

• Conducting dialogue with HCPs and industry experts to better

understand the needs of patients with opioid addiction

Board involvement highlights

• Overseeing Indivior’s research and development strategy and the

setting of goals and objectives, with support from the Science

Committee

• Overseeing Indivior’s pipeline development program, with support

from the Science Committee

• Overseeing Indivior’s Global Integrity & Compliance program

2024 highlights

• Developed advocacy activities to focus on the state as well as

federal level, aiming to achieve expanded treatment funding

for MOUD within CJS

2024 highlights

• Indivior field personnel continued to interact with HCPs and

their staff within healthcare institutions, offices, treatment

centers, and criminal justice systems focused on MOUD and

overdose

• Indivior personnel regularly attended local, regional, and

national events and conferences to engage with the HCP

community on MOUD and overdose

Priorities for the year ahead

• Maintain campaigning activity to increase access to treatment

• Continue to monitor regulatory requirements concerning treatment

information to ensure compliance and patient safety

• Continue to focus on state-level advocacy in the U.S.

Priorities for the year ahead

• Continue proactive engagement with the healthcare community about

overdose and addiction

• Continue regular conference and event attendance to increase

understanding of overdose and addiction within the healthcare

community

Stakeholder Engagement continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

WORKFORCE

Indivior has a talented workforce with a shared

commitment to its purpose, vision, mission,

andpatients.

SHAREHOLDERS AND

CAPITAL PROVIDERS

Indivior’s relationships with its shareholders and

other providers of capital are a key contributor to

the stability and long-term success of the business.

Key stakeholder issues

• A shared commitment to Indivior’s purpose, vision, and mission

• A healthy and safe workplace defined by flexibility, responsible

business practices, and clear communication channels

• Comprehensive provision of training, development, learning,

and career opportunities

• Industry-leading terms, conditions, and remuneration levels

Key stakeholder issues

• Effective strategy and business model in the short, medium,

and long term

• Financial and share price performance

• Optimal capital allocation and effective risk management

• Governance, compliance, quality of leadership, succession

planning, and transparency

• Sustainability approach and performance

Key issues for Indivior

• Recruitment and retention of talent to enable the achievement

of Indivior’s purpose, vision, and mission

• Maintenance of an optimal workplace culture to enable

innovation, personal success, and the achievement of Indivior’s

strategic objectives

• Maintenance of a healthy and safe workplace

Key issues for Indivior

• A Board-level fiduciary duty to communicate regularly with and

receive feedback from shareholders and other capital providers

concerning Indivior’s strategy and performance

• Regular dialogue required to facilitate market understanding

and awareness of the Group’s strategic progress and performance

• Operating in certain territories requires Indivior to adhere to a

variety of regulatory and legal obligations, and to regularly report

and communicate its financial and non-financial performance

How Indivior engages

• Annual culture surveys

• Frequent Town Hall and other communication and dialogue

events hosted by the senior management team, occasionally

featuring industry experts

• A global Culture Champions Network to help the Board better

understand the opinions and concerns of employees

• Annual personal development reviews (PDRs) for all employees.

• Regular training and development activity tailored to

departmental requirements

How Indivior engages

• Dedicated IR, finance, governance, and communications functions

• A corporate website with a dedicated investor relations section,

which includes detailed financial and governance information

• Quarterly results presentations led by the executive directors and

senior management, regular attendance at investor healthcare

events, plus regular dialogue with current and potential investors

• Regular dialogue about sustainability and ESG issues that relate

to the Group’s business

• Frequent dialogue with financial analysts

Board involvement highlights

• Regularly considering workforce matters and taking their

impacts into account during decision-making (see page 85

for more information)

• Interacting with the workforce at employee engagement events,

such as town halls

• Overseeing and supporting the senior management team in the

maintenance of Indivior’s compliance driven and welcoming

culture

Board involvement highlights

• AGM held on May 9, 2024, and General Meeting held on May 23,

2024, where shareholders approved the transfer of Indivior’s

London listing from premium to standard, enabling Indivior

to move its primary listing to Nasdaq on June 27, 2024

• Several investor and financial presentations and meetings

attended by Indivior’s CEO, CFO and other senior management

• Chair and Lead Independent Director serves as an intermediary

for the other Directors and shareholders when required

2024 highlights

• Continued to foster community through the Culture

Champions Network

• Conducted employee speaker programs highlighting the

importance of advocacy in relation to addiction and overdose

• Maintained focus on wellbeing and health and safety

2024 highlights

• Primary listing on Nasdaq achieved

• Presentations at several healthcare conferences

• Ongoing dialogue about ESG matters that relate to the Group’s

business and publication of third annual sustainability report

• Conducted a ”teach-in” for specialty pharma equity analysts

Priorities for the year ahead

• Continue to focus on workforce understanding of the importance

of advocacy activity

• Employee engagement activity will continue to be a management

priority

• Maintenance of Indivior’s workplace culture across all sites

Priorities for the year ahead

• Further develop understanding of the potential of Indivior’s current

and potential products

• Continue to grow the LAI category

• Continue to develop stakeholder understanding of Indivior’s

sustainability credentials

Indivior Annual Report and Accounts 2024 |

Strategic Report

SUPPLIERS AND

DISTRIBUTORS

Indivior has a small supply chain consisting of raw

material suppliers, manufacturing businesses, and

service providers in the main.

COMMUNITIES

Indivior’s important role in addressing global

addiction and overdose means it has a responsibility

to work with community organizations and patient

advocacy groups, to raise awareness of the global

addiction crisis and to support their activities.

Key stakeholder issues

• Product quality requirements, terms of business, and Indivior’s

expectations as outlined in the Third-Party Code of Conduct

• Contractual composition and payment timings

• Product pipeline and development plans

• Tender process details and mechanisms

• Climate change and greenhouse gas information requirements

Key stakeholder issues

• Indivior’s reputation as a reliable and proactive community

citizen and partner

• Indivior’s commitment to and role in addressing the global

addiction and overdose crisis

• Indivior’s track record and methods applied in supporting and

working with patient advocacy groups, NGOs, and charities that

help people affected by addiction and overdose

Key issues for Indivior

• The required product quality is essential for regulatory and

compliance purposes and to ensure patient safety

• A reliable and robust supply chain is critical for the effective

and regular distribution of treatments

• Indivior is working closely with suppliers to collect accurate

Scope 3 emissions data

Key issues for Indivior

• Indivior builds relationships with community organizations

aligned to its vision and values, aiming to reduce stigmatization

and break down barriers to care

• Indivior aims to work with community partners to advocate and

educate stakeholders about addiction, overdose, and how to

address these issues effectively

How Indivior engages

• Regular two-way dialogue between Indivior and its key suppliers

concerning production matters and Indivior’s requirements

• The provision of a dedicated Indivior supplier management team

• The supply and regular updating of written information about

tenders, terms of business, contractual terms, and payment

timings

• Indivior’s Third-Party Code of Conduct

How Indivior engages

• Dedicated Indivior global impact and strategy team

• Federal and local advocacy activities, conducted in partnership

with a wide variety of community stakeholders

• Financial support for projects which relate to Indivior’s purpose

and vision

Board involvement highlights

• Regular updates on the status of and relationship

with Indivior’s key suppliers

• Oversight of the development of the manufacturing facility

atRaleigh

Board involvement highlights

• Oversight of management supervision of Indivior’s advocacy

activity and relationships with key government agencies and

community organizations

2024 highlights

• Development of new Raleigh facility

• Consideration of key suppliers as part of the ongoing

assessment of business continuity risks

• Communication of Indivior’s supplier requirements

including those outlined in the Third-Party Code of Conduct

• Ongoing dialogue about greenhouse gas emissions and

data collection

2024 highlights

• Ongoing dialogue and collaboration with a variety of

stakeholders relating to addiction and overdose and

the U.S. criminal justice system

• Ongoing dialogue and collaboration with a variety of

stakeholders relating to addiction and overdose and

treatment options

• Continuation of the Indivior volunteer policy, which

enables employees to take paid time off to engage

in volunteering activities

Priorities for the year ahead

• Continue to work with suppliers to more fully understand Indivior’s

climate change and environmental impacts

• Continue to work closely with suppliers to maintain high product

quality and safety

• Continue to look for ways of improving the sustainability of Indivior’s

products through working with suppliers

Priorities for the year ahead

• Developing community partnerships in conjunction with state-level

advocacy activity

• Maintenance of the Indivior volunteer policy

Stakeholder Engagement continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

REGULATORS AND

PROFESSIONAL

ADVISORS

Indivior works closely with and is advised by this

group of stakeholders to ensure compliance with

regulatory and industry best practice requirements.

MEDIA

Our stakeholders require up-to-date, timely,

complete and accurate information about Indivior’s

products and the science behind them.

Key stakeholder issues

• Product quality and safety as required by HCPs, patients,

and regulators

• Responsible marketing and distribution activities

• Responsible and fair pricing

• Adherence to applicable laws and regulations

• Adherence to the 2020 Resolution Agreements

Key stakeholder issues

• Accurate and timely news and information about Indivior’s

current and planned activities

• Points of contact for further information and clarification

Key issues for Indivior

• Indivior’s license to operate and reputation with stakeholders

depends on its compliance with the relevant legal and regulatory

requirements

• All members of Indivior’s workforce should fully understand

Indivior’s obligations and be aware of forthcoming regulatory

and legal requirements

Key issues for Indivior

• Dissemination of accurate and timely news and information

about Indivior’s strategy, activities, and results

• Prevention of inaccurate information dissemination

• Working with the media to develop and maintain Indivior’s

reputation and stakeholder understanding of its activities,

aims and objectives

How Indivior engages

• Regular engagement with governments and regulators to ensure

they have a full and up-to-date understanding of Indivior’s

activities

• Regular training for and dialogue with Indivior’s workforce

about compliance matters to ensure everyone understands

their obligations

• Provision and regular monitoring of the Indivior EthicsLine

How Indivior engages

• Distribution of news and information in a timely, accurate, and

targeted manner

• Provision of an experienced and dedicated Global Impact Team

• Provision of a corporate website, including facilities for news and

information distribution

• Use of social media

Board involvement highlights

• Regular review of the integrity compliance dashboards, which

illustrate performance across all Global Integrity & Compliance

Program areas

Board involvement highlights

• Oversight of Indivior communications activity, including

maintenance of Indivior’s reputation

2024 highlights

• Successful transfer of Indivior’s primary listing from the

London Stock Exchange to Nasdaq

• Continued adherence to the requirements of the three

agreements signed with the U.S. authorities in July 2020,

including the filing of all scheduled and ad hoc reporting

and notifications

• Actioning the performance of a double materiality assessment

in preparation for the requirements of EU CSRD

2024 highlights

• Development of a range of communication materials to

support the development of Indivior’s advocacy activities,

and stakeholder awareness of addiction and overdose

• Development of the global website to highlight the importance

of employee roles and responsibilities

• Development of communication action plans for 2025

and beyond to raise stakeholder awareness of addiction

andoverdose

Priorities for the year ahead

• Working with professional advisors to develop a formal sustainability

plan and ensure alignment with EU CSRD requirements

• Continuation of Indivior’s rigorous approach to integrity and

compliance matters

• Maintenance of Indivior’s excellent product quality and safety record

Priorities for the year ahead

• Continue to support Indivior’s advocacy activities

• Roll out of Indivior’s communication plan

• Further development of Indivior’s online presence

Indivior Annual Report and Accounts 2024 |

Strategic Report

LEGISLATORS AND

GOVERNING BODIES

The escalating opioid and overdose crisis calls

for relationships between Indivior, legislators,

governing bodies and policy makers so patients

have access to evidence-based treatments during

their recovery journey.

Key stakeholder issues

• Solutions to the opioid epidemic

• Access to evidence-based treatment for patients in need

• Reduction of the global stigma surrounding patients suffering

from addiction and overdose

• Effective and prompt treatment of overdose emergencies

Key issues for Indivior

• Ensuring patient access to evidence-based treatment for OUD

and overdose

• Understanding funding sources to ensure funding prioritizes

treatment for patients who need it

• Building relationships in the Criminal Justice System so people

involved with this system do not experience a lapse in care

How Indivior engages

• Driving advocacy attention to the policy issues created by stigma

and urging change

• Campaigning and lobbying with other stakeholders to increase

access to treatment

Board involvement highlights

• Oversight of management supervision of Indivior’s advocacy

activity and relationships with key government agencies an

community organizations.

2024 highlights

• U.S. state standing orders further expanded to improve access

to emergency treatment of known or suspected overdose

induced by natural or synthetic opioids

• Enabling access to SUBLOCADE by Indivior’s CJS team in

over 900 CJS facilities across the U.S.

Priorities for the year ahead

• Continue to work with stakeholders to improve access to SUBLOCADE

within the U.S. Criminal Justice System

• Work with state level authorities to improve understanding of and

access to treatment for overdose and addiction

Stakeholder Engagement continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

Indivior is committed to conducting timely and

transparent disclosure of all material matters which

are relevant to its shareholders and stakeholders

Part of that responsibility is to continue to provide our

stakeholders with appropriate transparent updates in relation

to the Resolution Agreement with the U.S. Department of Justice

(DOJ) in 2020 and legacy legal matters. These matters relate to

activities that occurred several years ago.

The 2020 DOJ settlement

In 2020, Indivior and certain of its subsidiaries reached

agreements with the DOJ, the U.S. Federal Trade Commission

(FTC), the U.S. Attorney’s Office for the Western District of

Virginia, and U.S. state attorneys general. The agreements

resolved potential criminal and civil liability arising from an

indictment brought in 2019 by a grand jury in the Western

District of Virginia, civil lawsuits in which the DOJ partially

intervened, and an investigation by the FTC, all of which

generally concerned Indivior’s marketing and promotion

of SUBOXONE film.

As part of our agreement with the DOJ (the Resolution

Agreement), a wholly owned indirect subsidiary of Indivior PLC

pleaded guilty to a single count of making false statements

relating to healthcare matters in 2012. This subsidiary was

excluded from participating in government healthcare

programs. The exclusion did not pertain to the rest of the Group

and did not limit access to our medications for patients in the

U.S. The DOJ dismissed all charges in the 2019 indictment

against the rest of the Group, and the Group agreed to make

payments over time to federal and state authorities totaling

$600m. As of March 2025, the Group still has remaining

payments of $300m plus interest (more information can be

found on pages 168 to 169 of this Annual Report and Accounts).

Compliance measures, FTC Stipulated Order

and Corporate Integrity Agreement

Indivior also agreed to significant compliance and reporting

obligations under (1) the Resolution Agreement, (2) a stipulated

order with the FTC (the FTC Stipulated Order) and (3) a

Corporate Integrity Agreement (CIA) between Indivior Inc. and

the Office of Inspector General of the U.S. Department of Health

and Human Services (HHS-OIG). The Resolution Agreement

generally concerns Indivior’s sales and marketing practices.

Itrequires an annual certification by the Chief Executive Officer

to the DOJ about compliance activities, as well as an annual

resolution from the Board of Directors that it has reviewed the

effectiveness of Indivior’s compliance program. The CIA requires,

among other things, that Indivior Inc. engages an Independent

Review Organization and a Board Compliance Expert to assess

its compliance program and alignment with CIA requirements.

Indivior Inc. is also required to implement measures designed

to ensure compliance with the statutes, regulations, and written

directives of U.S. Medicare, U.S. Medicaid, all other U.S. Federal

healthcare programs and the U.S. Food and Drug Administration.

We continue to comply with our reporting obligations under

each of the agreements.

We also continue with the investments we have made in

Indivior’s Global Integrity & Compliance Program (IGICP)

to promote compliance and drive continuous learning and

evolution in this area.

The CIA has a term of five years, which addresses the period

from July 2020 to July 2025 provided however that certain

provisions of the CIA will continue for 120 days after the

HHS-OIG's receipt of: (a) Indivior’s final Annual Report or (b) any

additional materials requested by HHS-OIG, whichever is later.

Settlement of certain legacy legal matters

in2024

In 2024, Indivior settled its remaining antitrust legacy litigation to

create greater certainty for all stakeholders as discussed below

and on pages 58 and 168 of this Annual Report and Accounts.

Civil opioid litigation

The Group has been named as a defendant in more than 400

civil lawsuits alleging that manufacturers, distributors, and

retailers of opioids engaged in a longstanding practice of

marketing opioids as safe and effective for the treatment of

long-term chronic pain to increase the market for opioids and

their own market shares, or alleging individual personal injury

claims. Most of these cases have been consolidated and nearly

two-thirds were filed by cities and counties. Nearly one-third

were filed by individual plaintiffs.

On July 25, 2024, as part of the Q2 results announcement, the

Group announced an expected settlement related to civil opioid

litigation, including certain parties in the opioid multidistrict

litigation (MDL). The parties to the settlement still must

negotiate material terms and conditions of the final settlement

agreement including timing and structure of payments and

product distribution, injuncture relief, and scope of the release.

The proposed settlement does not include private plaintiffs.

More information about the Group's litigation can be found on

pages 59 to 60 of this Annual Report and Accounts.

COMMITMENT TO TRANSPARENT

DISCLOSURE

2020 Resolution Agreement Update and Legacy Legal Matters

Indivior Annual Report and Accounts 2024 |

Strategic Report

OUR SUSTAINABILITY APPROACH

Indivior was founded to help combat the opioid crisis, the largest and most urgent public

health crisis of our time. Indivior is a leader and pioneer in developing evidence-based

treatments for substance use disorders and overdose. We are committed to reducing

barriers to treatments and raising awareness of often stigmatized diseases that should

be normalized and treated like other chronic diseases.

Why How

STRATEGY AND POLICY

MANAGEMENT SYSTEMS AND PROCESSES

PERFORMANCE MEASUREMENT AND MONITORING

STAKEHOLDER ENGAGEMENT

Transparency

Prioritize

our people

Conduct our

business with

integrity

Address our

environmental

responsibilities

Provide

our products

What

Transform

patient lives

See page 36 See page 36 See page 40 See page 43 See page 45

Managing Indivior’s Business Responsibly

As we develop more treatments and raise awareness of addiction and overdose, we are working to deepen

and strengthen our approach to sustainability. The five key pillars of our approach to sustainability are:

Indivior Annual Report and Accounts 2024 |

Strategic ReportStrategic Report

RECENT HIGHLIGHTS

At Indivior, we are committed to changing

patients’ lives through science-based,

life-transforming treatments.

We create positive societal change by developing, producing

and promoting treatments that support individuals with OUD

and those at risk of overdose. To do so, we know that we must

conduct business with the highest integrity.

MANAGING INDIVIOR’S BUSINESS

RESPONSIBLY

• Indivior became a participant in the UN Global Compact in

2022.

• Indivior has developed its greenhouse gas emissions

reporting, including quarterly internal emissions reporting

and comprehensive measurement of Scope 3 emissions.

• Indivior now conducts annual sustainability reporting aligned

to the Global Reporting Initiative and will publish its third

report in the second quarter.

• Indivior conducted its first Double Materiality Assessment in

2024. See page 34 for further information.

• Indivior has recently conducted a qualitative and quantitative

climate change risk assessment. See pages 47 to 49 for further

information.

• Indivior recently developed its sustainability-related

governance. At Board level, there is now a Compliance, Ethics

and Sustainability Committee. See pages 102 to 103 for further

information. These efforts are supported by the Sustainability

Committee, which comprises all members of Indivior’s

Executive Committee and meets at least quarterly.

Indivior Annual Report and Accounts 2024 |

Strategic Report

DOUBLE MATERIALITY ASSESSMENT

AND CSRD COMPLIANCE

Double materiality assessment

Aims

We completed our first double materiality assessment (DMA)

with the support of knowledgeable and experienced external

advisors in 2024. The principal aims of this exercise were:

• to ensure that our approach to sustainability is focused on

the most material impacts, risks and opportunities (IROs) for

Indivior; and

• to ensure that Indivior is aligned with the more rigorous

materiality assessments required by new and forthcoming

regulations – most notably the EU Corporate Sustainability

Reporting Directive (CSRD), which requires the application of

the principle of double materiality.

Key areas considered

These objectives require the business to have a comprehensive

understanding of materiality and sustainability. The key areas

considered in the exercise included:

• financial IROs;

• Indivior’s own operations and those of the value chain; and

• the views and perspectives of all material stakeholders.

Scope and four main steps

The scope of the exercise addressed Indivior’s global operations

and supply chain activities and comprised four main steps:

1. Creating a shared understanding of Indivior’s business and

sustainability context.

2. Identifying a long list of sustainability IROs.

3. Assessing each IRO based on standard scoring criteria and in

alignment with Indivior’s current enterprise risk management

approach.

4. Setting thresholds for IRO scores to determine which IROs

would be material for reporting under CSRD.

Results

In alignment with the guidance provided with the European

Sustainability Reporting Standards (ESRS), the assessment

evaluated a long list of IROs across environmental, social, and

governance topics. Quantitative and qualitative inputs from

stakeholders were applied to evaluate which topics are

material. The outcomes are recorded in the diagram below.

Managing Indivior’s Business Responsibly continued

Next steps – preparing for CSRD compliance

Indivior is awaiting the finalization of the CSRD data collection,

assurance, and reporting requirements. A plan to address these

will be developed when this is completed by the EU.

Environment Social Governance

G1 Business Conduct

E1 Climate Change

E2 Pollution

S3 Affected Communities

E4 Biodiversity and

Ecosystems

S1 Own Workforce

S2 Workers in the

Value Chain

E3 Water and Marine

Resources

S4 Consumers and

End-Users

E5 Resources Use and

Circular Economy

DMA Outcomes

Double Material (Both Impact & Financial)

Financially Material

Impact Material

Non-Material

Indivior Annual Report and Accounts 2024 |

Strategic Report

SDG 3: Good Health and Well-Being

Relevant SDG targets

3.5 Strengthen the prevention and treatment of substance abuse,

including narcotic drug abuse and harmful use of alcohol.

Why Indivior selected this topic

Target 3.5 is directly aligned with Indivior’s purpose. Indivior was

founded to help tackle the opioid crisis, one of the largest and most

urgent public health emergencies of our time. Indivior’s purpose is

to pioneer life-transforming treatment, ensuring that the millions of

people across the globe suffering from SUDs and overdose have

access to evidence-based treatment to change their lives.

SDG 16: Peace, Justice and Strong Institutions

Relevant SDG targets

16.5 Substantially reduce corruption and bribery in all its forms.

16.6 Develop effective, accountable, and transparent institutions at

all levels.

Why Indivior selected this topic

Indivior advances targets 16.5 and 16.6 through its Global

Integrity & Compliance Program and its Anti-Bribery, Anti-

Corruption and Sanctions Programs. These programs help to

ensure that its business activities are conducted in a responsible

and compliant manner.

SDG 12: Responsible Consumption and Production

Relevant SDG targets

12.2 Achieve sustainable management and efficient use of

natural resources.

12.4 Achieve the environmentally sound management of

chemicals and all wastes throughout their life cycle.

12.5 Substantially reduce waste generation through prevention,

reduction, recycling and reuse.

Why Indivior selected this topic

Product quality is embedded in Indivior’s culture. Indivior

believes that its long-term success is directly linked to operating

in a responsible way and in a way that minimizes its impact on

the environment and natural resources, thereby aligning to

targets 12.2, 12.4 and 12.5.

SDG 13: Climate Action

Relevant SDG targets

13.2 Integrate climate change measures into national policies,

strategies and planning.

Why Indivior selected this topic

Indivior supports the activities of groups such as the

Intergovernmental Panel on Climate Change (IPCC) and the UN

Framework Convention on Climate Change (UNFCCC). Indivior

also supports the various regulatory and other initiatives that

aim to achieve greater transparency and enable stakeholders to

monitor related areas of climate change and environmental

performance.

SDG 5: Gender Equality

Relevant SDG targets

5.1 End all forms of discrimination against women and girls

everywhere.

5.5 Ensure women’s full and effective participation and equal

opportunities for leadership at all levels of decision-making in

political, economic, and public life.

Why Indivior selected this topic

Indivior’s workforce is aligned with targets 5.1 and 5.5. Indivior

believes that a welcoming workplace for all employees enables

innovation, continuous improvement in the quality of its

decision-making, and increased speed and efficiency in meeting

the various needs of its employees, patients, and stakeholders.

The management team strives to nurture a culture that values all

employees regardless of their legally protected characteristics.

Alignment with the UN Sustainable Development

Goals (UN SDGs)

Alignment with the 17 UN SDGs is one important way that

Indivior monitors and prioritizes its ESG and sustainability

activities. Indivior began mapping its ESG and sustainability

activities to the SDGs in 2021, and is deepening this exercise

over time as it develops its approach in this area.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Pillar 1 Transform Patient Lives

Overcoming stigmas

As a global leader in addiction treatments, we understand the

complexities and stigmas of addiction, substance abuse and

overdose. Our vision at Indivior is that millions of people who

suffer from diseases like OUD have access to evidence-based

treatments to change their lives. By developing robust, science-

based treatments and advocating for better understanding, we

aim one day to overcome those stigmas and remove barriers to

access for patients.

Our current products include SUBLOCADE; SUBOXONE film;

SUBOXONE tablet; and SUBUTEX tablet, which are treatments

forOUD. OPVEE nasal spray offers help to U.S.-based patients

aged 12 years or older who are experiencing a known or

suspected opioid overdose.

The availability of our medications may vary across countries,

including in terms of dosage form, strength, and indication.

Advocating for change

We advocate on public policy issues that relate to substance use.

We responsibly engage with public officials, policymakers, and

other stakeholders at all levels of government, as well as

healthcare professionals and community organizations.

In the U.S., Indivior works to shape policy through a patient-

focused advocacy and government affairs agenda with the

following four goals:

• Ensure opioid crisis funds are allocated toward treatment.

• Address and eliminate barriers to OUD treatment.

• Expand MOUD in the criminal justice system (CJS).

• Ensure patients have access to innovative overdose

reversalmedication.

We work at the local county and city levels, as well as at state

and federal levels, to help enact change needed to address the

largest and most urgent public health crisis of our time – the

opioid crisis. For example, Indivior continues to work to change

state standing orders to include all FDA-approved overdose

medications and to ensure patients have access to innovative

new products that can save lives.

See page 25 for further information

Pillar 2 Prioritize our People

At Indivior, our commitment to nurturing an engaging, safe, and

collaborative environment is reflected in our actions.

Our Guiding Principles model our decision-making across the

organization and enable us to prioritize safety, quality, integrity,

and innovation. Embedding these principles in our operations

also ensures we demonstrate regulatory compliance and create

an inclusive culture.

Our Code of Conduct outlines our standards of expected

behavior for the workforce and our Board of Directors. All

individuals are required to read and acknowledge that they

understand the Code of Conduct and are in full compliance with

it. It is available to download from Indivior’s website.

Managing Indivior’s Business Responsibly continued

Focus on patient needs to

drive decisions

Seek the wisdom of the team

Demonstrate honesty and integrity

at all times

See it, own it, make it happen

Care enough to coach

Believe that people's actions are

well intended

Our Guiding Principles

Indivior Annual Report and Accounts 2024 |

Strategic Report

Indivior Annual Report and Accounts 2024 |

Strategic Report

Managing Indivior’s Business Responsibly continued

Employee engagement

Indivior’s employee speaker programs are hosted by Dr. Terry

Horton, Vice President, Patient Insights & Advocacy. All

employees are expected to attend these events either in person

or virtually. During 2024, the speakers included:

• Dr. Tom McLellan, a preeminent addiction scientist and

former deputy director of the White House Office of National

Drug Control Policy.

• Dr. David Nutt, Professor of Neuropsychopharmacology at

Imperial College in London.

• Dr. Denise Hien, Senior Vice Provost for Research, Chancellor’s

Office, Rutgers University.

Training and development

We provide our employees with developmental training in

accordance with their specific role and career path and pay

considerable attention to Integrity & Compliance training.

Allemployees have access to a variety of training and career

development tools and opportunities including, but not

limitedto:

• Performance development reviews that include personal

development objectives.

• Individual development plans.

• On-the-job/functional training and cross-functional project

work.

• Competency-based career paths and/or functional/

leadership competency profiles with competency-based

development tools.

• Mentorship programs.

• Tuition reimbursement programs.

• Attendance at conferences/seminars.

• 360 degrees and leadership potential assessments.

• Culture training.

• Internal/external on-demand learning programs.

• Commercial workforce training.

An important area is the training and development we provide

for our commercial workforce, who are responsible for

marketing Indivior’s products to healthcare professionals. We

aim to ensure that all Indivior’s marketing activities are

conducted responsibly, with focus and clarity, and that the

information imparted to healthcare providers is truthful and

accurate, helping them take appropriate action with patients

and their caregivers.

A key component of our commercial workforce training and

development is the identification of individual and team-level

skills gaps and training needs. Our commercial organization

conducts a wide variety of regular communication and feedback

activities with all team members. The aim of this process is to

promote knowledge sharing and ensure that everyone has

up-to-date information concerning Indivior’s products. The

activities range in size and frequency and can include weekly

team phone calls, meetings, and training workshops over one or

several days. We also run mentoring programs and in-the-field

training.

On average, yearly training and development per commercial

employee includes 100 hours of core capabilities training,

supplemented by weekly calls, workshops (10 to 12 hours),

online learning (six to eight hours), and other forms of training

as appropriate. These numbers do not include hours spent on

Integrity & Compliance training for all our employees.

Commercial workforce incentives

Within our Addiction Sciences and Behavioral Health Business

units, compensation is designed to ensure that financial

incentives do not inappropriately motivate employees to engage

in or tolerate the marketing, promotion or selling of Company

products:

• for unapproved uses;

• at dosages above maximum recommended doses in the

package insert; or

• to prescribers on a government sanctions list or those who

have been delisted pursuant to Indivior’s Prescriber Concern

Reporting Policy.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Workforce data by function

Number of employees by function December 31, 2024 December 31, 2023

Commercial 479 564

Finance 79 79

Global Impact & Corporate Affairs 18 11

Human Resources 30 25

Information Technology 39 36

Integrity & Compliance 18 21

Legal & Governance 22 19

Medical 92 93

Research & Development 115 132

Strategy 14 6

Supply 188 178

Total 1,094 1,164

Workforce data by region

Number of employees by region December 31, 2024 December 31, 2023

United States 762 849

Europe, Middle East, Africa, Canada 302 283

Australia 30 32

Total 1,094 1,164

Gender diversity data

at December 31, 2024

Number of employees Total Women % Men % Not declared %

Directors of Indivior PLC 13 3 23 10 77 – –

Senior managers

38 13 34 25 66 – –

All employees 1,094 555 51 538 49 1 –

1. This information is required to be disclosed under Section 414C(8)(c) of the U.K. Companies Act 2006

2. Includes members of the Executive Committee who are not Directors of Indivior PLC and all subsidiary company directors.

Employee wellbeing and safety

Indivior has two manufacturing locations. The Fine Chemical

Plant (FCP), located in Hull, U.K., manufactures buprenorphine.

A second finished product manufacturing site, located at Raleigh

in North Carolina, was purchased in November 2023. These sites

represent the most significant potential areas of health and

safety risk. The FCP holds ISO 45001:2018 certification.

Both manufacturing sites have health and safety management

systems which adhere to industry best practice. Indivior

continuously reviews and invests in these systems to improve

efficiency and reduce risk.

Performance is regularly reviewed by Indivior’s Chief

Manufacturing and Supply Officer, who is a member of the

Executive Committee. In 2024, Indivior maintained its zero

fatality rate and a negligible annual incident rate.

Indivior also has two research and development centers in Hull,

U.K., which also holds ISO 45001:2018 certification, and Fort

Collins, Colorado, in the U.S. Indivior’s office sites comprise a

main corporate headquarters in Richmond, Virginia, corporate

offices in Slough and London, U.K., and smaller offices in

Canada, several European countries and Australia.

Indivior has a global health and safety policy, which was

approved in 2022. Following the global pandemic in 2020 and

2021, key changes were introduced to evolve working practices

and benefit employee wellbeing. These changes included the

introduction of a flexible working policy at most of Indivior’s

locations.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Pillar 3 Conduct our Business

with Integrity

Indivior values integrity, compliance and responsible business

conduct. The focus of our experienced Integrity & Compliance

(I&C) team is to drive a culture of learning and ongoing

evolution. The main tenets of the Indivior Global I&C Program

(IGICP) are ‘Learn, Adjust, Prevent.’ This approach helps to

ensure that risks are anticipated, promptly identified and

mitigated effectively. Key features include an annual Risk

Assessment & Mitigation Plan (RAMP) process and a focus on

RiskIQ (risk awareness and application). We regard these as

critical inputs to the development of an enterprise-wide

functional business strategy and related execution. The IGICP is

based on U.S. and global regulatory and industry code

standards.

Our integrity and compliance commitments

Indivior’s goal is to become an industry leader in compliance,

ethics and integrity. Our commitment to excellence in meeting

these obligations is a testament to our strong culture and

efforts at all levels to embed an effective and sustainable IGICP.

Our management team is deeply committed to building a

culture of compliance and integrity. We believe we have a

responsibility to the patients we serve to conduct our activities

with a high level of integrity. Mark Crossley, Indivior’s Chief

Executive Officer, monitors the performance of the IGICP and is

responsible for its day-to-day operation. He is supported at

Board level by the Compliance, Ethics & Sustainability

Committee. The Board is supported by an independent

compliance expert, who also reviews the performance and

operation of the IGICP and related culture annually, with the

results reported to the Board. Cindy Cetani, Indivior’s Chief

Integrity & Compliance Officer (CICO) and an Executive

Committee member, leads the design and administration of the

IGICP. The I&C team operates with independence from the

business, as defined by U.S. government standards and

requirements. The CICO has a dual reporting line to the Chief

Executive Officer and the Compliance, Ethics & Sustainability

Committee of the Board.

Our operational controls also include regular reporting to and

oversight by the Indivior Compliance Committee, which meets

regularly and comprises all members of Indivior’s Executive

Committee. Indivior has three regional compliance committees.

These are staffed by regional management and chaired by the

regional compliance officers to monitor the regional

implementation and performance of the IGICP.

We also schedule quarterly meetings with the assigned U.S.

Office of Inspector General (OIG). These meetings cover the

status of and our approach to the Corporate Integrity

Agreement (CIA) administration. They are also used to

presenton aspects of the IGICP or business activities.

Independent analysis

The IGICP is further evaluated for effectiveness by the

independent compliance expert to the Board of Directors, as

required by the CIA for years one and three. We also engaged

the independent compliance expert to the Board in year two

and plan to engage for the balance of the CIA term.

In addition, we have engaged an independent review

organization to perform transactions testing each year, and

systems testing in select years, as specified in the CIA.

These reports are provided to assigned monitors from the OIG,

which oversees Indivior’s implementation of the CIA.

Annual Compliance Program Perception Survey

and EthicsLine

Indivior engages Ethisphere, an independent third-party

provider that defines and measures corporate ethical

standards, to conduct an annual internal Ethics and Compliance

Program Perceptions Survey. This survey is distributed to all of

Indivior’s global workforce. Other resources include a reporting

EthicsLine maintained by Navex Global, another established

third-party provider.

Cybersecurity and Data Privacy

Indivior has implemented Cybersecurity and Data Privacy

programs based on best practice frameworks, such as NIST

500-83, Sarbanes Oxley and GDPR.

Committee Frequency Presenter

Indivior Compliance Committee Approximately 10 times a year CICO, I&C team, functional leaders

Board of Directors Twice a year CICO

Compliance, Ethics &

Sustainability Committee At least quarterly CICO and other functional leaders

Audit & Risk Committee Annually CICO

Managing Indivior’s Business Responsibly continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

The Main IGICP Operating Framework and Underlying Principles

Indivior Global Integrity & Compliance

Program Framework

Program evaluation and measurement to guide continuous evolution includes:

* Report included in Annual Corporate Integrity Agreement Report to U.S. Department of Health and Human Services Office of Inspector General

Indivior Global Integrity & Compliance

Program Maturity Journey Strategy

Indivior Guiding Principles

Indivior Global Integrity & Compliance Program

I&C team administration and strategic partner advisors

Culture

Seamless

orchestration of

accountability and

tone at all levels,

integrated

incentives/

performance

management,

operating with

confidence and

competence

Risk IQ

Embed awareness

and ownership to

identify and manage

in real time Indivior's

evolving compliance

risk profile through

effective mitigation

and excellence in

execution

Analytics

Robust and

continually evolving

analytic tools and

capabilities to

proactively identify

key risk signals and

outlier detection,

with continuous

controls monitoring

Program Effectiveness Measurement

People Process & Controls Systems

Risk Based

CICO/Governance

Audits/

Monitoring

Investigation/

Disciplinary

Enforcement

Written Standards

Open Lines of

Communication

Response/

Corrective Action

Training/Education

Culture

Indivior

Audit

Services

Self-

Assessment:

HCCA/OIG

Resource

Guide

I&C

Dashboard

& Analytics

Independent

targeted

program

assessment

Navex

Global

Speak Up

Benchmarks

Epsilon

Board

Compliance

Expert:

Program

Effectiveness

Report*

Independent

Review

Organization

Transaction/

Systems

Testing*

Internal

I&C audits,

monitoring

investigations

Ethisphere

Ethics &

Compliance

Program

Perceptions

Annual Survey

Benchmarks

PREVENT LEARN

ADJUST

Indivior Annual Report and Accounts 2024 |

Strategic Report

IGICP – Overview

WHO WHAT HOW

Chief

Executive

Officer

Reports to

Global:

Strategic governance/

Oversight:

CICO Chairs

Board of Directors:

Compliance, Ethics,

&Sustainability

Committee

Integrated business ownership across Indivior embedded in Performance Management System

Comprehensive

Internal

Management

Reporting

Comprehensive

Processes,

Systems, Audits/

Monitoring

& Controls

Epsilon

Life Sciences

Independent

Compliance Experts

to Board of Directors

(Per Corporate

Integrity

Agreement)

Independent

Review Organization

(IRO)

(Per Corporate

Integrity

Agreement)

Chief Integrity

& Compliance

Officer (CICO)

Leads program

administration;

operates with

independence from

the business as

defined in

government

standards

External

Regional:

Operational

Governance/

Oversight;

Regional I&C

Officer Chairs

AUA Compliance

Committee

U.S. Compliance

Administration

Council

EUCAN

Compliance

Committee

Indivior

Compliance

Committee

(ICC)

Supports CICO in

Global Program

Administration;

defined in ICC

Charter; comprised

of Executive

Committee

members

IGICP

Framework

IGICP Maturity

Journey Strategy

Programs

Evaluation &

Measurement to

Guide Continuous

Evolution

Managing Indivior’s Business Responsibly continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

Pillar 4 Address our Environmental

Responsibilities

In 2024, Indivior continued to develop its approach to

environmental and climate change matters in line with the

process that commenced in 2022. The matters being addressed

include water stewardship, biodiversity, efficient use of raw

materials, responsible waste management and energy use.

During the year, our new manufacturing facility at Raleigh, North

Carolina, was integrated into our overall environmental

management approach.

Indivior’s primary environmental impacts

include:

• Greenhouse gas and other emissions:

• Direct emissions produced by the salesforce car fleet.

• Natural gas used in manufacturing processes and the

heating of buildings.

• Indirect emissions through energy consumption at

Indivior’s sites.

• The environmental effects of Indivior’s manufacturing

activities at the Fine Chemical Plant (FCP) in Hull, U.K., and at

Raleigh, North Carolina.

• The environmental effects of third-party supplier

manufacturing activities in the U.K. and U.S.

Environmental management at Indivior’s

manufacturing sites

Indivior’s manufacturing sites have a tailored environmental

management program encompassing air, water, waste

management, energy use, use of resources and ecological

management. The FCP and R&D site in Hull U.K. are both ISO

14001:2015 certified and comply with the requirements of the

U.K. Environment Agency. No significant environmental incidents

have occurred since Indivior was listed in London in 2014.

Water use, management and reporting

Our manufacturing processes are not water intensive. Water is

used in manufacturing processes and for purposes such as

cleaning and hygiene maintenance.

We do not withdraw water from or discharge water into

freshwater sources. Two of our sites, the R&D center at Fort

Collins, Colorado, and the new site at Raleigh, North Carolina,

are located in extremely high water-stressed areas and apply

the WRI Aqueduct Risk Atlas analysis. At the FCP and Fort

Collins, water is extracted from the main supply and the

withdrawal data is monitored and measured. Most of Indivior’s

other locations (offices in North America, Europe and Australia)

do not have access to this kind of information to facilitate

reporting.

Indivior has participated in CDP’s annual water security

reporting exercise for the past four years.

Biodiversity

Indivior has a small manufacturing supply chain based in North

America and two manufacturing sites at Hull, U.K., and Raleigh,

North Carolina. Raw materials for the FCP are grown in

Tasmania. All sites operate in highly regulated environments,

and none are in areas of high biodiversity importance.

Indivior’s Third-Party Code of Conduct requires suppliers to

address environmental matters responsibly.

2024 environmental highlights

• Installation of additional solar panels to facilitate greater

renewable energy use at the FCP.

• Increased sourcing of sustainable cartons, which were applied

in the packaging for SUBOXONE® Film.

• Conversion of 56% of the sales car fleet to hybrid vehicles by

the end of the year.

• Installation of electric vehicle charging points at Raleigh and

the FCP.

• Rollout of renewable energy supply adoption initiatives at the

FCP, the Chapleo Building and at Raleigh.

• Changed to a sustainably sourced natural gas supply at our

Raleigh site.

Greenhouse gas emissions, energy use and

intensity data

Indivior calculates its GHG emissions using the GHG protocol

developed by the World Resource Institute. This process

involves applying emissions factors from sources including the

U.S. Environmental Protection Agency (EPA), the U.K.

Environment Agency, the U.K.’s Department for Business, Energy

and Industrial Strategy, and the IPCC.

GHG reporting includes all subsidiary locations, consistent with

our consolidated financial reporting.

Indivior’s greenhouse gas emission data and energy

consumption for 2024 is recorded below. Consistent with the

Group's consolidated financial reporting, the table includes data

from all of Indivior's subsidiaries.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Emissions type / intensity ratio

Total 2024

tons CO

Total 2023

tons CO

revised

1, 2

Total 2023

tons CO

Scope 1 6,986 4,573 4,573

Scope 2 location-based 5,335 2,196 2,196

Scope 2 market-based 5,174 2,366 2,366

Scope 3 129,350 107,779 1,665

Total emissions location-based 141,671 114,548 8,434

Total emissions market-based 141,510 114,718 8,604

Intensity ratios

GHG emissions tons per employee, location-based (location-based emissions/

number of employees) 129.5 98.4 7.25

GHG emissions per employee market-based (market-based emissions/

number of employees) 129.4 98.6 7.39

GHG emissions per unit of revenue ($m) location-based 119.25 104.80 7.72

GHG emissions per unit of revenue ($m), market-based 119.12 104.96 7.87

Greenhouse gas emissions by territory

Scope 1 U.K. 289 405 405

Scope 1 non-U.K. 6,697 4,168 4,168

Total Scope 1 6,986 4,573 4,573

Scope 2 location-based U.K. 492 542 542

Scope 2 location-based non-U.K. 4,843 1,654 1,654

Total Scope 2 location-based 5,335 2,196 2,196

Scope 2 market-based U.K. 368 701 701

Scope 2 market-based non-U.K. 4,806 1,665 1,665

Total Scope 2 market-based 5,174 2,366 2,366

Scope 3 U.K. 3,445 5,020 213

Scope 3 non-U.K. 125,905 102,759 1,452

Total Scope 3 129,350 107,779 1,665

Total emissions location-based U.K. 4,226 5,967 1,160

Total emissions location-based non-U.K. 137,445 108,581 7,274

Total emissions location-based 141,671 114,548 8,434

Total emissions market-based U.K. 4,102 6,126 1,319

Total emissions market-based non-U.K. 137,408 108,592 7,285

Total emissions market-based 141,510 114,718 8,604

Energy consumption in MWh (location and market-based)

Scope 1 U.K. 1,372 1,622 1,622

Scope 1 non-U.K. 30,649 17,986 17,986

Total Scope 1 32,021 19,608 19,608

Scope 2 U.K. 2,605 2,661 2,661

Scope 2 non-U.K. 15,830 4,737 4,737

Total Scope 2 18,435 7,398 7,398

1. The revised 2023 emissions figures include a comprehensive analysis of all Scope 3 emissions which first appeared in the 2023 Sustainability Report which

was published subsequently to the 2023 Annual Report and Accounts.

2. The 2023 greenhouse gas emissions included for the first time the emissions produced by Opiant Pharmaceuticals UK Limited (Opiant) from the acquisition

date of March 2, 2023 and the Raleigh, North Carolina (Raleigh) manufacturing facility from the date of purchase on November 1, 2023. The 2024 emissions

and energy data includes a full calendar year of emissions and energy use for both Opiant and Raleigh.

Managing Indivior’s Business Responsibly continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

Pillar 5 Provide our Products

Indivior’s products

Indivior's key products, which are presently available in over 30

countries, consist of SUBLOCADE (buprenorphine extended

release) injection, known as SUBUTEX prolonged release in

certain countries; SUBOXONE film (buprenorphine and naloxone

sublingual film); SUBOXONE tablet (buprenorphine and

naloxone sublingual tablets); and SUBUTEX® tablet

(buprenorphine sublingual tablets). These treatments are for

opioid dependence. The availability of products may vary from

country to country, including in terms of dosage form, strength

and indication.

We also provide OPVEE (nalmefene) nasal spray for the

emergency treatment of known or suspected opioid overdose

induced by natural or synthetic opioids, in adults and pediatric

patients aged 12 years and older. OPVEE provides fast onset and

long duration reversal of opioid-induced respiratory depression.

OPVEE was designed to address the challenges of today’s opioid

overdose crisis.

Following standards for safety

Indivior follows strict regulatory guidelines and quality

standards to ensure the safety of our products for patients.

These guidelines, such as Good Manufacturing Practice (GMP),

require pharmaceutical companies to establish and maintain

rigorous processes for product development, manufacturing,

testing and distribution. This includes using high-quality raw

materials, conducting thorough testing at various stages of

production, and adhering to proper storage and transportation

practices. We have dedicated quality control and quality

assurance teams that monitor every aspect of the

manufacturing process to ensure compliance with regulations

and business standards. We also have systems in place to track

and trace products, from production to distribution, to minimize

the risk of counterfeit or substandard products entering the

market.

Managing systems and processes

Indivior has implemented management systems, including the

FDA-required Risk Evaluation and Mitigation Strategies (REMS)

program for SUBLOCADE, to mitigate the potential risk of serious

harm or death from intravenous self-administration.

Additionally, the organization is also part of the Buprenorphine-

Containing Transmucosal Products for Opioid Dependence

(BTOD) REMS program for SUBOXONE film in the U.S., which aims

to reduce the risks of accidental overdose, misuse, and abuse.

Quality control and safety

Indivior has always been focused on quality control, safety, and

compliance. Our quality assurance teams monitor every aspect

of the manufacturing process to ensure compliance with

regulations and business standards. Since 2020, we have had no

recalls of our products for any of our marketed treatments.

Establishing a supply chain ecosystem

Indivior product manufacturing and supply involves a highly

intricate process that depends on both internal manufacturing

capabilities and third-party sources. In 2023, we expanded our

internal capabilities with the addition of a new Raleigh

manufacturing facility, which will help ensure patient supply of

SUBLOCADE. We view our suppliers, vendors, distributors, and

all third-party entities that provide goods and services as

critical business partners.

Our Third-Party Code of Conduct sets expectations and

requirements for our partners. In it, we require all suppliers to

responsibly address environmental and climate change issues.

It is available to download from Indivior’s website. Our

management team ensures compliance with regulations and

monitors third-party manufacturing by mandating that all

operations adhere to the strict rules and regulations governing

the healthcare industry in the U.S. and the U.K.

Offering accessible treatments

Through our patient accessibility programs, we are working to

remove stigma and barriers to treatments for everyone, no

matter what the patient’s age, gender or socioeconomic

background. This includes patients in the criminal justice

system. Access to our products may reduce incarcerations and

recidivism connected with SUDs, while also improving the cost

burden in healthcare.

As part of our goal to make treatments available for everyone,

we have developed a growth strategy for patient access that can

remove barriers to access for as many as three million patients.

This strategy involves:

• Accelerating adoption in organized health systems

These systems maintain high compliance and adherence to

standards of care. They have the infrastructure and expertise

to handle the logistics of patient access. They also have high

process efficiency, enabling rapid adoption of our access

program.

• Expanding access to treatment in the criminal justice system

This initiative encompasses federal, state, and county jails

and will lead to an increase in patient access funding and

access to treatments.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Purpose of this statement and approach

This statement outlines Indivior’s alignment with the TCFD

reporting recommendations and how the Group intends to

extend its alignment in the future. The inclusion of this

statement within this Annual Report and Accounts addresses

the compliance requirements of Listing Rule 22.2.24(R).

During the preparation of this statement, the Group reviewed

and considered TCFD’s All Sector Guidance (2021 TCFD Annex).

Indivior does not operate in a sector requiring sector-specific

disclosures.

Indivior and climate change

Over the last few years, Indivior has been working diligently to

understand and address its environmental footprint and

develop its related disclosures. These steps have been guided

by the activities of initiatives such as the Intergovernmental

Panel on Climate Change, the UN Framework Convention on

Climate Change, and the UN Global Compact (Indivior has been

a participant since September 2022) and CDP. Indivior is

supportive of the activities of the IFRS Foundation (IFRS) and

the International Sustainability Standard Board and notes that

the requirements of IFRS S2, Climate-related Disclosures, are

consistent with the four core recommendations and eleven

recommended disclosures that have been published by

theTCFD.

Indivior is conducting ongoing activities to address and improve

the monitoring of its environmental footprint. They include:

• the introduction from 2023 of hybrid vehicles across Indivior’s

U.S. sales car fleet; 56% of the fleet were hybrid powered at

the end of 2024;

• ongoing improvements to the buprenorphine production

process at the U.K. Fine Chemical Plant (FCP);

• the introduction of quarterly internal Scope 1 and Scope 2

emissions reporting in 2023; and

• a program to facilitate increased use of solar panels for

energy generation at Indivior’s manufacturing and research

and development facilities.

Further information is provided on page 43 of this Annual

Report and Accounts.

Most of the Group’s greenhouse gas (GHG) emissions are Scope

3. The majority are created as the result of supply chain

manufacturing activities, finished product storage at third-party

businesses, and business travel. We have comprehensively

reported our 2024 Scope 3 emissions within this Annual Report

and Accounts along with the 2023 comparatives, which were

previously disclosed in our 2023 Sustainability Report.

In November 2023, Indivior purchased its own product

manufacturing plant, located at Raleigh, North Carolina. The

activities at this site are the main reason for the significant rise

in overall Scope 1 and 2 emissions during 2024. Our other Scope

1 and 2 emissions are created by buprenorphine manufacturing

at our FCP in Hull, U.K., the activities at our two research and

development centers, the operation of the U.S. fleet of vehicles,

and at our office locations around the world.

We conducted an initial qualitative climate change scenario

analysis in 2022 and conducted a first quantitative analysis in

2023. In 2024 this quantitative analysis was updated to assess

the effect the Raleigh manufacturing plant had on the Group’s

climate-related risks and opportunities.

The outcomes of this exercise are reported within this

statement. All three exercises were conducted with the support

of professional third-party experts.

Going forward, we intend to apply our expanded emissions

knowledge and the greater understanding we have acquired

about our climate-change risks and opportunities to enable the

future setting of emissions targets.

Alignment with the TCFD recommendations

The Group has considered its “consistent or not consistent”

obligation under the U.K.’s Financial Conduct Authority Listing

Rules. It has detailed its position at the end of 2024 in the

following table in relation to the 11 recommended TCFD

reporting disclosures.

Sections marked “not consistent”

Indivior has not yet set emission targets or decided on the

timing of target setting. Environmental KPIs are part of the

Annual Incentive Plan modifier described on page 113 of this

Annual Report and Accounts. The Group recognizes the

importance of target setting and continues to evaluate their

adoption as part of its approach to climate change.

Page Progress

Governance

Describe the Board’s oversight of climate-

related risks and opportunities

46, 47, 84 Consistent

Describe the management’s role in assessing

and managing climate-related risks and

opportunities

46, 47 Consistent

Strategy

Describe the climate change risks and

opportunities the organization has identified

over the short, medium and long term

47, 48, 49 Consistent

Describe the impact of climate-related risk

and opportunities on the organization’s

business, strategy and financial planning

47, 48, 49 Consistent

Describe the resilience of the organization’s

strategy, taking into consideration different

climate-related scenarios, including a 2° or

lower scenario

47, 48, 49 Consistent

Risk management

Describe the organization’s processes for

identifying and assessing climate-related risks

48, 62 Consistent

Describe the organization’s processes for

managing climate-related risks

49, 62 Consistent

Describe how processes for identifying,

assessing and managing climate-related risks

are integrated into the organization’s overall

risk management

62 Consistent

Metrics and targets

Disclose the metrics used by the organization

to assess climate-related risks and

opportunities in line with its strategy and risk

management processes

49 Consistent

Disclose Scope 1, Scope 2 and, if appropriate

Scope 3 GHG emissions and the related risks

44, 49 Consistent

Describe the targets used by the organization

to manage climate-related risks and

opportunities and performance against targets

49 Not

consistent

Task Force on Climate-related Financial Disclosures (TCFD)

Indivior Annual Report and Accounts 2024 |

Strategic Report

Governance

Indivior’s Chief Executive Officer is ultimately responsible for

the executive management of the Group’s business, including

its approach to environmental matters and climate change, the

development of related strategy and approach, and delivery of

performance against plans.

Climate change and environmental matters are actioned,

monitored, and discussed regularly by the Board, executive-

level management, and at other managerial levels across the

business. At Board level, responsibility is delegated to the

Compliance, Ethics and Sustainability Committee. Its publicly

available Charter states that its purpose is to assist the Board of

Directors in overseeing and monitoring Indivior’s approach to

ethical, responsible, and sustainable conduct.

Board level

The Compliance, Ethics and Sustainability Committee is also

responsible for overseeing the Group’s sustainability approach,

performance, and reporting. It meets at least quarterly and on

specific occasions when required. The Committee’s terms of

reference are available for download from the Group website.

The Board Committee also receives reports from the Chief

Manufacturing and Supply Officer on at least a half-yearly basis.

This information includes:

• the development of Indivior’s Group Sustainability Framework

and objectives and performance against those objectives;

• Indivior’s performance against environmental goals and

targets (including GHG emissions) which are applied for the

ESG metric in the Annual Incentive Plan (see below); and

• the development of the Group’s climate change strategy and

related policies and management systems, and the disclosure

of climate-related information in compliance with emissions

reporting requirements and other related compliance

regulations.

Additionally, the Board Committee reviews and approves

Indivior’s annual Sustainability Report and related disclosures,

including this statement within the Annual Report and Accounts.

Executive management level

Indivior’s Sustainability Committee supports the activities of the

Compliance, Ethics and Sustainability Committee in relation to

environmental matters and climate change. It comprises all the

members of Indivior’s Executive Committee.

It supplies recommendations to the Board Committee and the

Board relating to the development of Indivior’s approach to

climate change. It also monitors Indivior’s progress in

addressing future reporting requirements, including those

required by the Securities and Exchange Commission (SEC),

certain U.S. states, and the CSRD reporting requirements for

companies operating in the EU. It advises the Board Committee

on the steps required to meet these requirements and monitors

future developments.

The Sustainability Committee is supported in its activities by a

further management-level Sustainability Team Committee which

meets monthly. It comprises management team members

drawn from across the business and external advisors.

ESG metric in the Annual Incentive Plan

In 2023, the Group introduced an ESG metric into the Annual

Incentive Plan which is aligned to the Group’s sustainability

strategy. It was consistently applied in 2024. Further information

can be found in the Directors’ Remuneration Report on pages

113 to 114.

Actions for 2025 and beyond

Our management team will continue to monitor climate-related

performance, risks, and opportunities for the business and

progress the Group towards the setting of emissions targets. It

will also ensure that the Group is fully prepared to meet the

increased reporting and transparency requirements required by

the EU, the U.S. SEC, certain U.S. states, and any future

requirements.

Strategy and Risk Management

Conduct of qualitative and quantitative climate

change scenario analyses

Indivior’s Sustainability Committee led a qualitative climate

change scenario analysis in 2022. In 2023, building on the

qualitative assessment, we conducted a quantitative analysis

which we updated in 2024 following the purchase of the

manufacturing facility at Raleigh, North Carolina, at the

beginning of November 2023. All three exercises were supported

by professional advisors, the aim being to quantify current and

potential climate risks and opportunities, which in turn will

guide and inform our approach to climate change and stress

test our value chain.

High degree of uncertainty and risk selection

There is a very high degree of uncertainty in climate change

scenario analysis and in the quantification of transition and

physical risks. This means that the reported figures from the

quantitative scenario analysis should be taken as an indicative

order of magnitude assessment, with substantial uncertainty

attached. It considers two climate risks and one opportunity

selected by Indivior from the full list of risks and opportunities

identified in the qualitative scenario analysis conducted in 2022.

The 2023 assessment concluded that it was only possible to

select these risks and opportunities for analysis from those

highlighted in the qualitative analysis due to the availability of

meaningful data. They were also considered to be the most

relevant to the Group’s activities and the most material by

Indivior and its team of professional advisors.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Climate change scenario methodology

The same three climate change scenarios that we applied in the

2023 analysis were used in the updated analysis after

consideration of the possible impact of the Raleigh acquisition.

Scenario

Temperature

change by 2100

in comparison

to pre-

industrial levels

The applied

SSP

and

RCP

within

the

modeling Comment

Steady path to

sustainability

1.5°C

SSP 1

RCP 2.6

This scenario is

optimistic about

decarbonization and

assumes there is a

globally coordinated

effort to reach net-zero

by 2050.

An unequal

world

2.5°C

SSP 2

RCP 4.5

The world follows a path

in which social, economic

and technological trends

do not shift markedly

from historical patterns.

Fossil-fueled

growth

4°C

SSP 5

RCP 8.5

This scenario explores

limited action on climate

change with an

energy-intensive, fossil

fuel-based economy.

1. Shared Socioeconomic Pathway (SSP) and Representative Concentration

Pathway (RCP).

Time horizons

We also applied the same time horizons in the 2024 update as

we did in the 2023 quantitative analysis. They were short-term

(present to 2027), medium-term (2028 to 2035) and long-term

(2035 to 2050).

Assumptions

As with the 2023 analysis, in the 2024 update we applied our

revenue growth estimates for 2027, 2035 and 2050. We also

applied a linear relationship between revenue and emissions

growth as an assumption. The climate projections do not

include external factors that could impact key metrics, such as

energy price changes. The updated analysis assumes that no

mitigation or adaptation measures have been taken.

Financial materiality

The Group defines a material financial impact on the business

as one which could influence economic decisions. The

quantitative starting point for materiality is 1% to 1.5% of net

revenue. From this objective baseline, we then evaluate actual

or potential impacts considering subjective factors that may

adjust the baseline higher or lower.

Risks selected for analysis

Type Description Quantification rationale

Transition risk

Risk of greater costs incurred by regulatory

policies and regulations (such as carbon taxes

affecting transport and raw materials

expenditure).

To implement a transition plan that accounts for the

increasing cost of carbon-based transportation, raw

materials and offsets, it is important to understand the

risk of carbon taxes on Indivior’s portfolio.

Physical risks (2) –

key Indivior and

third-party sites

Risk to physical Indivior and key supply chain

site structures from directly significant activities

(e.g. catastrophic storm events or severe heat).

Physical risks to these sites can lead to disruptions

and loss of revenue. To assess Indivior’s resilience, it is

important to understand the impact of these physical

risks.

2024 quantitative update detailed findings - risks

Year 2027 2035 2050

Climate scenario A B C A B C A B C

Transition Risk

Financial Impact Low Low

Not

applicable* Low Low

Not

applicable* Not material Low

Not

applicable*

Change in comparison to 2023 ↔ ↔ ↔ ↔ ↑ ↔

Physical risks

Financial Impact Low Low Low Not material Not material Not material Not material Not material

Potentially

material

Change in comparison to 2023 ↔ ↔ ↔ ↑ ↑ ↑ ↑ ↑ ↑

Financial materiality key

Estimated % of net revenue Financial materiality

0% - 0.5% Low

0.51% to 1% Not material

1.01% to 1.5% Potentially material

* Under the fossil fuel scenario there is no risk from carbon tax as there is not a “transition” in the economy and therefore no transition risks are experienced.

Task Force on Climate-related Financial Disclosures (TCFD) continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

2024 quantitative update detailed findings -

transition opportunity

We conducted a similar analysis for the single opportunity we

identified. This opportunity refers to the projected annual

energy cost savings from the upgrade and installation of solar

panels at the FCP in Hull, U.K., the Chapleo Building (also in

Hull) and at the manufacturing facility in Raleigh, North

Carolina. The analysis showed that the estimated financial

savings were not financially material when applying the criteria

recorded in this statement.

Conclusions from updated 2024 quantitative results

From our updated 2024 quantitative results, we conclude that:

• Indivior has a climate-resilient business with limited and

financially immaterial exposure to climate risk. Despite the

increased estimated financial costs, key characteristics of our

business model make our business inherently resilient to

climate change:

• Indivior’s margins are resilient to cost increases.

• Indivior produces products which are not carbon intensive;

we are therefore limited in our exposure to carbon tax.

• The key raw material (thebaine) that Indivior relies on is

climate resilient due to its production location in Tasmania.

• Indivior has become slightly more exposed due to an increase

in ‘own operations’, but remains below the financially

material threshold. The updated qualitative analysis shows

that we have become slightly less climate resilient:

• The increase in ‘own operations’ reduces our diversification

against climate risks because of the smaller number of

production sites and the location of the Raleigh plant.

• This results in a greater estimated financial impact, driven

primarily by increases in estimated physical risk costs.

However, this has been mitigated through geographical

diversification. An alternative manufacturing site is located

at Albuquerque in New Mexico. There is also a safety stock

strategy to mitigate any impact of physical risk at the

Raleigh site.

• This situation is compounded by higher estimated growth,

increasing the estimated revenue lost during extreme

weather events due to reduced output.

• The recently acquired production site at Raleigh in North

Carolina has storm exposure, leading to an increased

estimated financial impact, which is mitigated by the

alternative manufacturing site.

• An analysis of moderate-to-severe and major storms

suggests that Raleigh is more exposed to moderate storms

than other Indivior sites.

• The addition of the Raleigh site in the analysis has

increased the financial impact of storms in all the years

and scenarios analyzed.

• There is still a clear business case to install solar panels at

our sites. There are projected overall savings in the region of

$300,000 to $600,000 under the various scenarios. Solar

power generation at these sites will protect Indivior from

energy price fluctuations, decrease our carbon footprint, and

showcase our commitment to climate change mitigation.

• The updated 2024 assessment determined that climate change

is not currently a short- or medium-term principal risk.

Ongoing management of climate risks and

opportunities

Climate risks and opportunities are evaluated as part of

Indivior’s common risk assessment approach. More information

about our overall risk management approach is recorded on

pages 61 to 70 of this Annual Report and Accounts.

We conduct annual reviews of our portfolio of physical assets

and supply chain to highlight opportunities to limit climate-

related risk. Such opportunities include the consideration of

geographical location and working in partnership with new and

existing suppliers to address physical risks and improve

mitigation measures. We continually examine opportunities to

improve internal energy efficiency and, through the use of

renewable energy sources, to mitigate transition risks and

reduce costs.

Actions for 2025 and beyond

Indivior will continue to monitor all of the climate-related risks

and opportunities highlighted in the 2022 qualitative analysis,

with a view to highlighting and addressing any material risks

and opportunities as they arise. These measures will be

conducted as part of our common risk assessment approach

and the operation of our governance structures, which are

explained within this statement. The information from the

highlighted qualitative and quantitative analyses will be applied

to develop Indivior’s climate change strategy going forward.

Metrics and targets

We measure our emissions quarterly for internal reporting

purposes, and this information is carefully monitored by

management (see the Governance section of this TFCD

statement). Annual emissions are reported on page 44 of this

Annual Report and Accounts and will be included in our

Sustainability Report (due for publication in the summer of 2025).

This Annual Report and Accounts includes a comprehensive

Scope 3 emissions calculation with comparatives for 2023.

Thisdata, along with other environmental and climate change

information, is also reported to the investment community and

other interested stakeholders annually via CDP. The Scope 1 and

2 calculations include the greenhouse gas emissions from all

Indivior locations.

Actions for 2025 and beyond

We recognize the requirement from our stakeholders, including

under the EU’s CSRD regulations, to set emissions reduction

plans. We intend to continue our progression towards these

requirements as we further develop our understanding of the

future Raleigh operations and understanding of our Scope 3

emissions through dialogue and co-operation with our suppliers.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Non-Financial and Sustainability Information Statement

NON-FINANCIAL AND SUSTAINABILITY

INFORMATION STATEMENT

Commitment to transparency

Indivior is committed to the transparent reporting and

disclosure of its financial and non-financial performance, risks

and opportunities, where this information is relevant to

shareholders and other key stakeholders. Indivior is required to

comply with the reporting requirements contained in Sections

414, 414CA and 414CB of the U.K. Companies Act 2006.

The information in the table below is provided to aid

understanding of our approach, policies and performance

relating to non-financial and sustainability matters. No material

breaches of policy were identified during 2024.

It also highlights where further information, other than that

disclosed in this report, can be accessed (for instance the

environmental and climate change information reported

annually to CDP).

We regularly conduct dialogue with investors and other

stakeholders about non-financial and sustainability matters,

and in the summer of 2024 we published our third Sustainability

Report.

Key highlights

Recent highlights

Page 33

Business model

An explanation of Indivior’s business model

Pages 22 and 23

Responsibility

How Indivior conducts its business activities responsibly

Pages 32 to 45

Risk

A description of principal risks and their potential impact

on the business

Pages 61 to 70

Indivior Annual Report and Accounts 2024 |

Strategic Report

Reporting

requirement

Policies and standards which

govern Indivior’s approach

Where to read more in the report about

Indivior’s impact, including the principal risks

relating to these matters

Where to read more in Indivior’s

2023 Sustainability Report

and elsewhere

Environmental

Matters

• Statement of Indivior’s

approach to climate change

• Global Code of Conduct

• Third-Party Code of Conduct

• Managing Indivior's Business

Responsibly, pages 32 to 45

• Taskforce on Climate-Related

Financial Disclosures (TCFD), pages 46

to 49

• Pages 16 to 18

• Indivior.com Responsibility

section

Employees • Global Code of Conduct • Stakeholder Engagement, pages 24 to

• Managing Indivior's Business

Responsibly, pages 32 to 45

• Pages 10 to 12

• Indivior.com Responsibility

section

Social Matters • Global Code of Conduct

• Third-Party Code of Conduct

• Stakeholder Engagement, pages 24 to

• Managing Indivior's Business

Responsibly, pages 32 to 45

• Pages 8 to 9

• Indivior.com Responsibility

section

Human Rights • Global Code of Conduct

• Third-Party Code of Conduct

• U.K. Modern Slavery

Statement

• Stakeholder Engagement, pages 24 to

• Managing Indivior's Business

Responsibly, pages 32 to 45

• Pages 8 to 9

• Indivior.com Responsibility

section

Anti-Corruption &

Anti-Bribery

• Anti-Bribery Policy

• Code of Ethics

• 2020 Resolution Agreement Update

and Legacy Legal Matters, page 31

• Managing Indivior's Business

Responsibly, pages 32 to 45

• Pages 13 to 15

Description of the

Business Model

• Business Model, pages 22 to 23

Description of

Principal Risks and

Impact of Business

Activity

• Risk Management, pages 61 to 70

Climate-related

Disclosures

• Statement of Indivior’s

Approach to Climate Change

• Global Code of Conduct

• Third-Party Code of Conduct

• Taskforce on Climate-related Financial

Disclosures (TCFD), pages 46-49

Indivior Annual Report and Accounts 2024 |

Strategic Report

Year ended December 31 (as reported)

2024 2023

$m $m % Change

Net revenue 1,188 1,093 9 %

Operating loss (23) (4) NM

Net (loss)/income (48) 2 NM

Diluted (LPS)/EPS (dollars per share) (0.36) 0.01 NM

NM: Not meaningful

2024 operating and financial highlights

• Net revenue was $1,188m (+9% vs. 2023). 2024 SUBLOCADE net revenue grew to $756m (+20% vs. 2023) reflecting new U.S. patient

enrollments from further penetration in Organized Health Systems (OHS) and justice system channels. 2024 U.S. units dispensed

were approximately 624,000 (+23% vs. 2023). TotalU.S. SUBLOCADE patients on a 12-month rolling basis at the end of 2024 were

approximately 170,500. SUBLOCADE performance was impacted by competition in the U.S. long-acting injection (LAI) category and

transitory items.

• Reported operating loss was $23m (2023 operating loss: $4m). Adjusted operating profit

was $312m in 2024 (+16% vs. Adj. 2023).

• Reported net loss was $48m (2023 net income: $2m). Adjusted net income

was $222m in 2024 (Adj. 2023: $223m).

• 2024 ending cash and investments balance totaled $347m (including $27m restricted for self-insurance) (2023: $451m), reflecting

net cash outflows of $173m related to litigation settlements and $173m to fund share repurchases, partly offset by cash inflow

from operating activities and net proceeds from debt refinance.

• Remaining legacy antitrust litigation claims have been settled.

• Streamlining actions were taken to save $100m annually; this was partially reinvested to support SUBLOCADE long-term growth

and Phase 2 OUD assets.

• PERSERIS marketing and promotion discontinued in second half of 2024 to renew focus on OUD pipeline.

Net revenue

1,188

1,093

901

2024

2023

2022

U.S. dollars (m)

Cash and investments balance

347

451

991

2024

2023

2022

U.S. dollars (m)

Adjusted net income

222

223

169

2024

2023

2022

U.S. dollars (m)

Net (debt)/cash

-3

207

745

2024

2023

2022

U.S. dollars (m)

1. Alternative performance measures (adjusted results). See pages 54-58 for a reconciliation to the corresponding IFRS measure.

2. See page 58 for the definition of net (debt)/cash.

Indivior Annual Report and Accounts 2024 | 52

Financial Review

FINANCIAL REVIEW

Indivior Annual Report and Accounts 2024 |

Strategic Report

Year ended December 31 (as reported)

2024 2023

$m $m % Change

Net revenue 1,188 1,093 9 %

Operating loss (23) (4) NM

Net (loss)/income (48) 2 NM

Diluted (LPS)/EPS (dollars per share) (0.36) 0.01 NM

NM: Not meaningful

2024 operating and financial highlights

• Net revenue was $1,188m (+9% vs. 2023). 2024 SUBLOCADE net revenue grew to $756m (+20% vs. 2023) reflecting new U.S. patient

enrollments from further penetration in Organized Health Systems (OHS) and justice system channels. 2024 U.S. units dispensed

were approximately 624,000 (+23% vs. 2023). TotalU.S. SUBLOCADE patients on a 12-month rolling basis at the end of 2024 were

approximately 170,500. SUBLOCADE performance was impacted by competition in the U.S. long-acting injection (LAI) category and

transitory items.

• Reported operating loss was $23m (2023 operating loss: $4m). Adjusted operating profit

was $312m in 2024 (+16% vs. Adj. 2023).

• Reported net loss was $48m (2023 net income: $2m). Adjusted net income

was $222m in 2024 (Adj. 2023: $223m).

• 2024 ending cash and investments balance totaled $347m (including $27m restricted for self-insurance) (2023: $451m), reflecting

net cash outflows of $173m related to litigation settlements and $173m to fund share repurchases, partly offset by cash inflow

from operating activities and net proceeds from debt refinance.

• Remaining legacy antitrust litigation claims have been settled.

• Streamlining actions were taken to save $100m annually; this was partially reinvested to support SUBLOCADE long-term growth

and Phase 2 OUD assets.

• PERSERIS marketing and promotion discontinued in second half of 2024 to renew focus on OUD pipeline.

Net revenue

1,188

1,093

901

2024

2023

2022

U.S. dollars (m)

Cash and investments balance

347

451

991

2024

2023

2022

U.S. dollars (m)

Adjusted net income

222

223

169

2024

2023

2022

U.S. dollars (m)

Net (debt)/cash

-3

207

745

2024

2023

2022

U.S. dollars (m)

1. Alternative performance measures (adjusted results). See pages 54-58 for a reconciliation to the corresponding IFRS measure.

2. See page 58 for the definition of net (debt)/cash.

Indivior Annual Report and Accounts 2024 | 52

Financial Review

FINANCIAL REVIEW

Operating review

Share repurchase program

On July 25, 2024, Indivior announced a fourth share repurchase

program of up to $100m, which was completed on January 31,

2025. As part of this program, the Group repurchased and

canceled 9,416k Indivior ordinary shares, equivalent to

approximately 7% of diluted shares outstanding at December 31,

2024, at a daily weighted average purchase price of 825p. The

cost was approximately $100m, which includes directly

attributable transaction costs. See Note 23 to the Group

financial statements for furtherdiscussion.

U.S. opioid use disorder (OUD) market update

In 2024, U.S. buprenorphine medication-assisted treatments

(BMAT) grew mid-single digits in volume terms. The Group

continues to expect long-term U.S. growth to be sustained in the

mid- to high-single digit percentage range due to increased

overall public awareness of the opioid epidemic and approved

treatments, together with regulatory and legislative actions to

increase access to BMAT treatments.

Financial performance

Total net revenue in 2024 increased 9% to $1,188m (2023:

$1,093m) at actual exchange rates (+9% at constant exchange

rates).

2024 U.S. net revenue increased 11% to $1,008m (2023: $912m).

Strong year-over-year SUBLOCADE volume growth and the

fulfillment of OPVEE orders from BARDA were the principal

drivers of the net revenue increase. Pricing was not a material

factor in net revenue growth.

2024 Rest of World and United Kingdom (collectively “ROW”) net

revenue decreased 1% at actual exchange rates to $180m (2023:

$181m; +1% at constant exchange rates). Positive contributions

from new products (SUBLOCADE/SUBUTEX Prolonged Release

and SUBOXONE film) were partially offset by ongoing generic

erosion of the legacy tablet business. 2024 SUBLOCADE/

SUBUTEX Prolonged Release net revenue in ROW was $52m

(2023: $41m) at actual exchange rates. Net revenue at a constant

exchange rate is an alternative performance measure used by

management to evaluate underlying performance of the

business and is calculated by applying the 2023 average

exchange rate to net revenue in the currency of the foreign

entity.

Gross margin was 78% in 2024 (2023: 83%). Excluding $49m of

costs related to the discontinuation of PERSERIS and $11m for

amortization of acquired intangible assets within cost of sales,

adjusted gross margin was 83%. (2023: 84% after excluding $2m

for amortization of acquired intangible assets). The modest

decline in adjusted gross margin in 2024 primarily reflects cost

inflation partially offset by improved product mix from the

continued growth of SUBLOCADE.

2024 SG&A expenses were $807m (2023: $811m). Adjusted SG&A

expenses increased 6% to $576m (2023: $543m) after excluding

$231m of exceptional costs (2023: $268m) primarily related to

litigation settlement expenses in both years, expenses

associated with the discontinuation of PERSERIS, restructuring

and debt refinancing costs in 2024 and acquisition-related costs

in 2023. (Refer to page 55 for further details of exceptional SG&A

expenses). The increase in adjusted SG&A expenses primarily

reflects sales and marketing investments related to SUBLOCADE

and OPVEE, financial reporting initiatives and cost inflation.

These costs were partially offset by lower sales and marketing

expenses due to discontinuation of PERSERIS.

2024 R&D expenses were $142m (2023: $106m) and represented

an increase of 34%. Exceptional costs of $39m in 2024 (2023: nil)

reflected the impairment of products in development and

related fees. Adjusted R&D expenses decreased 3% to $103m

(2023: $106m). The decrease primarily reflected the re-

prioritization of pipeline activities to the Group's OUD assets as

well as related cost savings.

2024 net other operating loss was $4m (2023: income of $6m).

2024 included $9m net mark-to-market losses on equity

securities, including $5m of exceptional expenses reflecting a

significant drop in the market price of Aelis Farma shares

following the announcement of a study that did not

demonstrate the anticipated results. Net other operating

income in 2023 included $3m of income recognized in relation

to a supply agreement.

2024 operating loss was $23m (2023: $4m loss). The change

reflects higher net revenue more than offset by exceptional

expenses and investments in sales and marketing, primarily

related to SUBLOCADE. Adjusted operating profit increased 16%

to $312m (2023: $269m). The increase primarily reflected higher

net revenue partially offset by increased SG&A expenses.

Exceptional costs and other adjustments of $339m and $273m in

2024 and 2023, respectively, were as discussed above.

2024 net finance expense was $20m (2023: $5m income)

reflecting a $4m write-off of unamortized deferred financing

costs due to early extinguishment of the previous term loan as

well as a decrease in earned interest income on lower cash and

investment balances, in addition to increased borrowings under

the Group's new debt facility.

Tax expense was $5m in 2024, or a rate of (12)% (2023 tax

benefit/rate: $1m, (100)%). Adjusted tax expense was $74m in

2024 and the adjusted tax rate was 25%. The 2024 effective tax

rate increased due to the write-off of deferred tax assets

relating to net operating losses, restrictions on deductibility of

corporate interest expense, the impact of the prior year U.K. tax

rate change to 25% and higher current year disallowed

deductions for shareholder costs and impairment charges,

partially offset by lower current year disallowed litigation and

executive compensation expenses. Adjusted tax expense was

$51m in 2023, excluding the $52m tax benefit on exceptional

items and other adjustments, resulting in an adjusted effective

tax rate of 19%.

Indivior Annual Report and Accounts 2024 | 53

Indivior Annual Report and Accounts 2024 |

Strategic Report

Net loss was $48m and adjusted net income was $222m (2023

reported net income: $2m and adjusted net income: $223m)

reflecting the impacts described above.

Diluted losses per share were $0.36 and adjusted diluted

earnings per share were $1.66 in 2024 (2023: $0.01 earnings per

share and adjusted diluted earnings per share of $1.57).

Balance sheet and cash flow

Cash and investments were $347m at the end of 2024, a

decrease of $104m versus the $451m position at the end of 2023.

The decrease was primarily due to litigation settlement-related

payments of $173m and share repurchases of $173m, partly

offset by cash inflow from operating activities and net refinance

proceeds.

Net working capital (defined by management as inventory plus

trade receivables, less trade and other payables) was negative

$365m at year-end 2024, versus negative $347m at the end of

2023. The change reflected an increase in the balance of

accruals, rebates, discounts and returns due to the timing of

rebate invoicing, partly offset by higher inventory balances.

Cash generated from operations in 2024 was $84m (2023 cash

used in operations: $292m), reflecting ongoing operating

performance partially offset by scheduled litigation payments of

$173m. Net cash flow from operating activities was $23m in 2024

(2023 cash outflow: $315m) reflecting cash generated from

operations less net interest and tax payments.

2024 cash outflow from investing activities was $69m (2023 cash

outflow: $98m) reflecting maturing investments, partially offset

by capital expenditure. In the prior year period, the outflow

from investing activities primarily reflected the Opiant

acquisition, net of cash assumed.

2024 cash outflow from financing activities was $89m (2023 cash

outflow: $46m) reflecting shares repurchased and canceled,

partly offset by an increase in net borrowings. In 2023, the

outflow from financing activities primarily reflected shares

repurchased and canceled and the extinguishment of debt

assumed in the Opiant acquisition.

Alternative performance measures (adjusted results)

Exceptional items and other adjustments represent significant

expenses or income that do not reflect the Group’s ongoing

operations, or the adjustment of which may help with the

comparison to prior periods. Exceptional items and other

adjustments are excluded from adjusted results consistent with

the internal reporting provided to management and the

Directors. Examples of such items could include income or

restructuring and related expenses from the reconfiguration of

the Group’s activities and/or capital structure, amortization of

acquired intangible assets, impairment of current and non-

current assets, gains and losses from the sale of intangible

assets, certain costs arising as a result of significant and non-

recurring regulatory and litigation matters, and certain tax-

related matters.

Adjusted results are not measures defined by IFRS and are not a

substitute for, or superior to, reported results presented in

accordance with IFRS. Adjusted results as presented by the

Group are not necessarily comparable to similarly titled

measures used by other companies. As a result, these

performance measures should not be considered in isolation

from, or as a substitute analysis for, the Group's reported

results presented in accordance with IFRS. Management

performs a quantitative and qualitative assessment to

determine if an item should be considered for adjustment. The

table below sets out exceptional items and other adjustments

recorded in each period:

Indivior Annual Report and Accounts 2024 | 54

Financial Review continued

Adjusted results are not a substitute for, or superior to, reported results presented in accordance with IFRS.

Indivior Annual Report and Accounts 2024 |

Strategic Report

Net loss was $48m and adjusted net income was $222m (2023

reported net income: $2m and adjusted net income: $223m)

reflecting the impacts described above.

Diluted losses per share were $0.36 and adjusted diluted

earnings per share were $1.66 in 2024 (2023: $0.01 earnings per

share and adjusted diluted earnings per share of $1.57).

Balance sheet and cash flow

Cash and investments were $347m at the end of 2024, a

decrease of $104m versus the $451m position at the end of 2023.

The decrease was primarily due to litigation settlement-related

payments of $173m and share repurchases of $173m, partly

offset by cash inflow from operating activities and net refinance

proceeds.

Net working capital (defined by management as inventory plus

trade receivables, less trade and other payables) was negative

$365m at year-end 2024, versus negative $347m at the end of

2023. The change reflected an increase in the balance of

accruals, rebates, discounts and returns due to the timing of

rebate invoicing, partly offset by higher inventory balances.

Cash generated from operations in 2024 was $84m (2023 cash

used in operations: $292m), reflecting ongoing operating

performance partially offset by scheduled litigation payments of

$173m. Net cash flow from operating activities was $23m in 2024

(2023 cash outflow: $315m) reflecting cash generated from

operations less net interest and tax payments.

2024 cash outflow from investing activities was $69m (2023 cash

outflow: $98m) reflecting maturing investments, partially offset

by capital expenditure. In the prior year period, the outflow

from investing activities primarily reflected the Opiant

acquisition, net of cash assumed.

2024 cash outflow from financing activities was $89m (2023 cash

outflow: $46m) reflecting shares repurchased and canceled,

partly offset by an increase in net borrowings. In 2023, the

outflow from financing activities primarily reflected shares

repurchased and canceled and the extinguishment of debt

assumed in the Opiant acquisition.

Alternative performance measures (adjusted results)

Exceptional items and other adjustments represent significant

expenses or income that do not reflect the Group’s ongoing

operations, or the adjustment of which may help with the

comparison to prior periods. Exceptional items and other

adjustments are excluded from adjusted results consistent with

the internal reporting provided to management and the

Directors. Examples of such items could include income or

restructuring and related expenses from the reconfiguration of

the Group’s activities and/or capital structure, amortization of

acquired intangible assets, impairment of current and non-

current assets, gains and losses from the sale of intangible

assets, certain costs arising as a result of significant and non-

recurring regulatory and litigation matters, and certain tax-

related matters.

Adjusted results are not measures defined by IFRS and are not a

substitute for, or superior to, reported results presented in

accordance with IFRS. Adjusted results as presented by the

Group are not necessarily comparable to similarly titled

measures used by other companies. As a result, these

performance measures should not be considered in isolation

from, or as a substitute analysis for, the Group's reported

results presented in accordance with IFRS. Management

performs a quantitative and qualitative assessment to

determine if an item should be considered for adjustment. The

table below sets out exceptional items and other adjustments

recorded in each period:

Indivior Annual Report and Accounts 2024 | 54

Financial Review continued

Adjusted results are not a substitute for, or superior to, reported results presented in accordance with IFRS.

Exceptional items and other adjustments

2024

2023

Exceptional items and other adjustments within cost of sales

Amortization of acquired intangible assets

(11) (8)

Discontinuation of PERSERIS marketing and promotion

(49) —

Total exceptional items and other adjustments within cost of sales (60) (8)

Exceptional items within SG&A

Legal costs/provision

(195) (240)

Discontinuation of PERSERIS marketing and promotion

(12) —

Acquisition-related costs

(4) (22)

Restructuring and other costs, including severance

(12) —

Debt refinancing costs

(4) —

U.S. listing costs

(4) (6)

Total exceptional items within SG&A (231) (268)

Exceptional Items within R&D

Impairment of products in development and related fees

(39) —

Total exceptional items within R&D (39) —

Exceptional items within net other operating (loss)/income

Income recognized in relation to a supply agreement

— 3

Mark-to-market on equity investments

(5) —

Total exceptional items within net other operating (loss)/income (5) 3

Exceptional items and other adjustments within net finance expense

Finance expense

(4) —

Total exceptional items and other adjustments within finance expense (4) —

Total exceptional items and other adjustments before taxes (339) (273)

Exceptional items and other adjustments within tax

Tax on exceptional items and other adjustments 81 63

Exceptional tax items

(12) (11)

Total exceptional items and other adjustments within taxation 69 52

Total exceptional items and other adjustments (270) (221)

1. The Group adjusts cost of sales to exclude amortization of acquired

intangible assets.

2. In 2024, the Group recognized $61m of exceptional costs related to the

discontinuation of PERSERIS marketing and promotion, including inventory

provisions, contract termination and related supplier charges, impairment

of assets and severance.

3. 2024 exceptional costs include $123m related to the settlement of certain

antitrust legal matters and $75m related to the Opioid MDL, net of a $4m

provision release (refer to Notes 19 and 21).

4. The Group incurred exceptional costs in 2023 and 2024 related to the

acquisition and integration of the aseptic manufacturing site acquired in

November 2023 (refer to Note 28). In 2023, exceptional costs related to the

acquisition of Opiant (refer to Note 27).

5. In 2024, the Group recognized $12m of restructuring and other costs,

primarily consisting of severance costs.

6. The Group incurred $4m of exceptional transaction and advisory costs in

relation to placement of the new term loan (refer to Note 17).

7. Exceptional expenses relate to listing Indivior shares on NASDAQ as the

primary listing.

8. 2024 includes exceptional expenses for impairment charges of a product in

development resulting from a clinical study that did not demonstrate the

anticipated results ($28m) and a digital therapeutic product in

development ($7m) and related contract termination and supplier charges

($4m).

9. In 2023, the Group recognized $3m of exceptional income related to a

supply agreement.

10.2024 includes an exceptional mark-to-market adjustment directly related

to the quoted market price impact on ordinary shares of Aelis Farma from

the announcement that the clinical Phase 2B study with AEF0117 in

participants with cannabis use disorder did not demonstrate the

anticipated results.

11. In 2024, the Group wrote off $4m of unamortized deferred financing costs

due to early extinguishment of its previous term loan.

12.Exceptional tax items in 2024 largely comprise the write-off of deferred tax

assets relating to net operating losses arising from planned restructuring

to address changes in tax law. FY 2023 exceptional tax items are comprised

of $5m write-off of deferred tax assets and tax expense due to limitation

on the deduction of executive compensation by U.S. publicly traded

companies, $3m change in estimate as to the tax benefit of legal provisions

booked in the prior year, and $3m accrual for adjustments to Opiant

predecessor period taxes.

Indivior Annual Report and Accounts 2024 | 55

Indivior Annual Report and Accounts 2024 |

Strategic Report

Management provides certain adjusted financial measures which may be useful to investors. These adjusted financial measures

exclude items which do not reflect the Group's day-to-day operations and therefore may help with comparisons to prior periods or

among companies. Occasionally, management may use these financial measures to better understand trends in the business.

The tables below show the list of adjustments between the reported and adjusted results for 2024 and 2023.

Reconciliation of gross profit to adjusted gross profit:

2024 2023

$m $m

Gross profit 930 907

Exceptional items and other adjustments in cost of sales 60 8

Adjusted gross profit 990 915

We define adjusted gross margin % as adjusted gross profit divided by net revenue.

Reconciliation of selling, general and administrative expenses to adjusted selling, general and administrative

expenses:

2024 2023

$m $m

Selling, general and administrative expenses (807) (811)

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Adjusted selling, general and administrative expenses (576) (543)

Reconciliation of research and development expenses to adjusted research and development expenses:

2024 2023

$m $m

Research and development expenses (142) (106)

Exceptional items and other adjustments in research and development expenses 39 —

Adjusted research and development expenses (103) (106)

Reconciliation of operating loss to adjusted operating profit:

2024 2023

$m $m

Operating loss (23) (4)

Exceptional items and other adjustments in cost of sales 60 8

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Exceptional items and other adjustments in research and development expenses 39 —

Exceptional items and other adjustments in net other operating income 5 (3)

Adjusted operating profit 312 269

We define adjusted operating margin as adjusted operating profit divided by net revenue.

Indivior Annual Report and Accounts 2024 | 56

Financial Review continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

Management provides certain adjusted financial measures which may be useful to investors. These adjusted financial measures

exclude items which do not reflect the Group's day-to-day operations and therefore may help with comparisons to prior periods or

among companies. Occasionally, management may use these financial measures to better understand trends in the business.

The tables below show the list of adjustments between the reported and adjusted results for 2024 and 2023.

Reconciliation of gross profit to adjusted gross profit:

2024 2023

$m $m

Gross profit 930 907

Exceptional items and other adjustments in cost of sales 60 8

Adjusted gross profit 990 915

We define adjusted gross margin % as adjusted gross profit divided by net revenue.

Reconciliation of selling, general and administrative expenses to adjusted selling, general and administrative

expenses:

2024 2023

$m $m

Selling, general and administrative expenses (807) (811)

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Adjusted selling, general and administrative expenses (576) (543)

Reconciliation of research and development expenses to adjusted research and development expenses:

2024 2023

$m $m

Research and development expenses (142) (106)

Exceptional items and other adjustments in research and development expenses 39 —

Adjusted research and development expenses (103) (106)

Reconciliation of operating loss to adjusted operating profit:

2024 2023

$m $m

Operating loss (23) (4)

Exceptional items and other adjustments in cost of sales 60 8

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Exceptional items and other adjustments in research and development expenses 39 —

Exceptional items and other adjustments in net other operating income 5 (3)

Adjusted operating profit 312 269

We define adjusted operating margin as adjusted operating profit divided by net revenue.

Indivior Annual Report and Accounts 2024 | 56

Financial Review continued

Reconciliation of (loss)/profit before taxation to adjusted profit before taxation:

2024 2023

$m $m

Profit/(loss) before taxation (43) 1

Exceptional items and other adjustments in cost of sales 60 8

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Exceptional items and other adjustments in research and development expenses 39 —

Exceptional items and other adjustments in net other operating income 5 (3)

Exceptional items and other adjustments in net finance income (expense) 4 —

Adjusted profit before taxation 296 274

Reconciliation of tax (expense) benefit to adjusted tax expense:

2024 2023

$m $m

Tax (expense) benefit (5) 1

Tax on exceptional items and other adjustments (81) (63)

Exceptional tax items 12 11

Adjusted tax expense (74) (51)

We define adjusted effective tax rate as adjusted tax expense divided by adjusted profit before taxation.

Indivior Annual Report and Accounts 2024 | 57

Indivior Annual Report and Accounts 2024 |

Strategic Report

Reconciliation of net (loss)/income to adjusted net income:

2024 2023

$m $m

Net (loss)/income (48) 2

Exceptional items and other adjustments in cost of sales 60 8

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Exceptional items and other adjustments in research and development expenses 39 —

Exceptional items and other adjustments in net other operating income 5 (3)

Exceptional items and other adjustments in finance expense 4 —

Tax on exceptional items and other adjustments (81) (63)

Exceptional tax items 12 11

Adjusted net income 222 223

Adjusted diluted (loss)/earnings per share

Management believes that diluted (loss)/earnings per share, adjusted for the impact of exceptional items and other adjustments

after the appropriate tax amount, may provide meaningful information on underlying trends to shareholders in respect of earnings

per ordinary share. A reconciliation of net (loss)/income to adjusted net income is included above.

Weighted average shares used in computing diluted (loss)/earnings per share is reconciled to weighted average shares used in

computing adjusted diluted earnings per share below:

2024 2023

thousands thousands

Weighted average shares used in computing diluted earnings/(loss) per share 132,309 141,800

Potentially dilutive share excluded, because effect was anti-dilutive

1,554 —

Weighted average shares used in computing adjusted diluted earnings per share 133,863 141,800

1. As there was a loss in 2024, the effect of potentially dilutive shares of 1,554k was not dilutive.

Reconciliation of net (debt)/cash

2024 2023

$m $m

Net cash at the beginning of the year 207 745

Net decrease in cash and cash equivalents 3 (458)

Net decrease in investments (107) (82)

New borrowings

(350) (10)

Repayment of borrowings 244 12

Net (debt)/cash at the end of the year (3) 207

Analysis of net (debt)/cash

2024 2023

$m $m

Cash and cash equivalents 319 316

Investments 28 135

Borrowings

(350) (244)

Total net (debt)/cash (3) 207

1. Net (debt)/cash is calculated as cash and cash equivalents plus short-term and long-term investments less total gross borrowings. 2023 amounts have been

restated to reflect the updated definition of net (debt)/cash.

2. Borrowings reflect the gross outstanding principal amount of the term loan, before debt issuance costs of $17m (2023: $5m).

Indivior Annual Report and Accounts 2024 | 58

Financial Review continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

Reconciliation of net (loss)/income to adjusted net income:

2024 2023

$m $m

Net (loss)/income (48) 2

Exceptional items and other adjustments in cost of sales 60 8

Exceptional items and other adjustments in selling, general and administrative expenses 231 268

Exceptional items and other adjustments in research and development expenses 39 —

Exceptional items and other adjustments in net other operating income 5 (3)

Exceptional items and other adjustments in finance expense 4 —

Tax on exceptional items and other adjustments (81) (63)

Exceptional tax items 12 11

Adjusted net income 222 223

Adjusted diluted (loss)/earnings per share

Management believes that diluted (loss)/earnings per share, adjusted for the impact of exceptional items and other adjustments

after the appropriate tax amount, may provide meaningful information on underlying trends to shareholders in respect of earnings

per ordinary share. A reconciliation of net (loss)/income to adjusted net income is included above.

Weighted average shares used in computing diluted (loss)/earnings per share is reconciled to weighted average shares used in

computing adjusted diluted earnings per share below:

2024 2023

thousands thousands

Weighted average shares used in computing diluted earnings/(loss) per share 132,309 141,800

Potentially dilutive share excluded, because effect was anti-dilutive

1,554 —

Weighted average shares used in computing adjusted diluted earnings per share 133,863 141,800

1. As there was a loss in 2024, the effect of potentially dilutive shares of 1,554k was not dilutive.

Reconciliation of net (debt)/cash

2024 2023

$m $m

Net cash at the beginning of the year 207 745

Net decrease in cash and cash equivalents 3 (458)

Net decrease in investments (107) (82)

New borrowings

(350) (10)

Repayment of borrowings 244 12

Net (debt)/cash at the end of the year (3) 207

Analysis of net (debt)/cash

2024 2023

$m $m

Cash and cash equivalents 319 316

Investments 28 135

Borrowings

(350) (244)

Total net (debt)/cash (3) 207

1. Net (debt)/cash is calculated as cash and cash equivalents plus short-term and long-term investments less total gross borrowings. 2023 amounts have been

restated to reflect the updated definition of net (debt)/cash.

2. Borrowings reflect the gross outstanding principal amount of the term loan, before debt issuance costs of $17m (2023: $5m).

Indivior Annual Report and Accounts 2024 | 58

Financial Review continued

Antitrust litigation and consumer protection

On November 27, 2024, Indivior Inc. and Indivior Solutions Inc.

entered into a settlement agreement with Humana Inc. and

certain of its affiliates, and Centene Corp, and certain of its

affiliates to resolve all remaining antitrust litigation against the

Group, including Humana Inc. v. Indivior Inc., No. 21-CI-004833

(Ky. Cir. Ct.) (Jefferson Cnty), Centene Corp. v. Indivior Inc., No.

CL23000054-00 (Va. Cir. Ct.) (Roanoke Cnty), and Carefirst of

Maryland, Inc. et al. v. Reckitt Benckiser Inc., et al., Case. No. 2875

(Phila. Ct. Common Pleas). Under the agreement, Indivior Inc.

and Indivior Solutions Inc. will pay a total of $40m to the

Humana and Centene companies. $15m was paid in December,

2024, with the remaining installments of $5m and $20m due on

or before March 15, 2025 and December 15, 2025, respectively.

Civil opioid litigation

The Group has been named as a defendant in more than 400

civil lawsuits alleging that manufacturers, distributors, and

retailers of opioids engaged in a longstanding practice to

market opioids as safe and effective for the treatment of long-

term chronic pain to increase the market for opioids and their

own market shares for opioids, or alleging individual personal

injury claims. Most of these cases have been consolidated and

are pending in a federal multi-district litigation in the U.S.

District Court for the Northern District of Ohio. See In re

National Prescription Opiate Litigation, MDL No. 2804 (N.D. Ohio)

(the Opioid MDL). Nearly two thirds of the cases in the Opioid

MDL were filed by cities and counties, while nearly one third of

the cases were filed by private plaintiffs, most of whom assert

claims relating to neonatal abstinence syndrome (NAS).

Cases brought by cities and counties outside of the MDL include,

for example, 35 actions pending in New York state court, 8 writs

filed in Pennsylvania state court, and actions brought in federal

district courts in Florida and Georgia. Litigation against the

Group in the Opioid MDL and the other federal courts is stayed.

The New York state court has not yet entered a case

management order. The Group has not yet been served with a

complaint in any of the Pennsylvania state court matters.

Pursuant to mediation, the Group, the Plaintiffs' Executive

Committee in the Opioid MDL, Tribal Leadership Committee, and

certain state attorneys general reached agreement on the

amount of a potential settlement. The Group has recorded a

related provision of $76m, reflecting the net present value (NPV)

of the agreed amount (See Note 19). The parties, however, still

must negotiate material terms and conditions of the final

settlement agreement, including the ultimate timing and

structure of payments and product distribution, injunctive relief,

and scope of the release. The proposed settlement would

resolve claims by cities and counties, but would not resolve

private plaintiff cases against the Group (whether in the MDL or

proceeding separately).

With respect to cases outside the MDL that were not filed by

cities or counties:

Indivior Inc. was named as a defendant in San Miguel Hospital

Corp. d/b/a Alta Vista Regional Medical Center v. Johnson &

Johnson, et al., No. 1:23-cv-00903 (D.N.M.). On March 4, 2025, the

court dismissed the complaint.

On October 28, 2024, Indivior Inc. was named as one of

numerous defendants in five individual complaints filed in West

Virginia state court that were transferred to West Virginia's Mass

Litigation Panel (MLP). See In re Opioid Litigation, No. 22-C-9000

NAS (W.V. Kanawha Cnty. Cir. Ct.)

. The MLP granted Indivior's

motion to dismiss on April 17, 2023. The plaintiffs appealed, and

the Intermediate Court of Appeals of West Virginia affirmed

dismissal of all claims against Indivior on December 27, 2024.

The plaintiffs filed a notice of appeal in the West Virginia

Supreme Court as to all defendants, including Indivior, on

February 27, 2025.

On October 28, 2024, Indivior Inc. was named along with dozens

of other manufacturers and distributors in a putative class

action brought by West Virginia school districts in federal

district court. See Marshall County Board of Education and

Wetzel County Board of Education v. Cephalon, et al., No. 5:24-

cv-00207 (N.D.W. Va.). Indivior's response to the complaint is not

yet due.

Additionally, on May 23, 2024, the Consumer Protection Division

of the Office of the Attorney General of Maryland served on

Indivior Inc. an administrative subpoena related generally to

opioid products marketed and sold in Maryland. Indivior Inc.’s

response to the subpoena remains ongoing.

The Group has begun its evaluation of all of the claims, believes

it has meritorious defenses, and intends to vigorously defend

itself in all actions that would not be resolved by the proposed

settlement. Given the status and preliminary stage of litigation,

noestimate of possible loss for those matters can be made at

this time.

False Claims Act allegations

In August 2018, the U.S. District Court for the Western District of

Virginia unsealed a declined qui tam complaint alleging causes

of action under the Federal and state False Claims Acts against

certain entities within the Group predicated on best price issues

and claims of retaliation. See United States ex rel. Miller v.

Reckitt Benckiser Group PLC et al., Case No. 1:15-cv-00017 (W.D.

Va.). The suit also seeks reasonable attorneys’ fees and costs.

The Group filed a Motion to Dismiss in June 2021, which was

granted in part and denied in part on October 17, 2023. The

relator filed a sixth amended complaint against only Indivior

Inc. on December 7, 2023, which Indivior answered on March 18,

2024. Discovery has been stayed pending resolution of certain

discovery disputes. The Group is evaluating the claims, believes

it has meritorious defenses, and intends to vigorously defend

itself. Given the status and preliminary stage of the litigation, no

estimate of possible loss can be made at this time.

U.K. shareholder claims

On September 21, 2022, certain shareholders issued

representative and multiparty claims against Indivior PLC in the

High Court of Justice for the Business and Property Courts of

England and Wales, King’s Bench Division.

Indivior Annual Report and Accounts 2024 | 59

Legal Proceedings

LEGAL PROCEEDINGS

Indivior Annual Report and Accounts 2024 |

Strategic Report

On January 16, 2023, the representative served its Particular of

Claims setting forth in more detail the claims against the Group,

while the same law firm that represents the representative also

sent its draft Particular of Claims for the multiparty action. The

claims made in both the representative and multiparty actions

generally allege that Indivior PLC violated the U.K. Financial

Services and Markets Act 2000 (FSMA 2000) by making false or

misleading statements or material omissions in public

disclosures, including the 2014 Demerger Prospectus, regarding

an alleged product-hopping scheme regarding the switch from

SUBOXONE Tablets to SUBOXONE film. Indivior PLC filed an

application to strike out the representative action. On December

5, 2023, the court handed down a judgment allowing the Group's

application to strike out the representative action. The court

subsequently awarded certain costs to the Group. The claimants

appealed and the appellate court affirmed the dismissal by

order dated January 23, 2025.

The claimants applied for permission to appeal to the U.K.

Supreme Court and the court refused the application on

February 27, 2025. The claimants have until March 27, 2025 to

apply to the U.K. Supreme Court directly to further appeal. The

Group has begun its evaluation of the remaining claims,

believes it has meritorious defenses, and intends to vigorously

defend itself

. Given the status and preliminary stage of the

litigation, noestimate of possible loss can be made at this time.

U.S. shareholder claims

A class action lawsuit was filed against Indivior PLC, Mark

Crossley (the CEO of the Group), and Ryan Preblick (the CFO of

the Group) on August 2, 2024, alleging violations of certain U.S.

federal securities laws. The putative class, as alleged, includes

plaintiffs that purchased or otherwise acquired Indivior

securities between February 22, 2024 and July 8, 2024. The court

entered an order appointing a lead plaintiff on October 7, 2024,

and the lead plaintiff filed an amended complaint on December

5, 2024, which additionally named Richard Simkin (the Chief

Commercial Officer of the Group) as a defendant. The

defendants filed a motion to dismiss on January 10, 2025, which

remains pending. The Group has begun its evaluation of the

remaining claims, believes it has meritorious defenses, and

intends to vigorously defend itself. Given the status and

preliminary stage of the litigation, no estimate of possible loss

can be made at this time.

Opiant shareholder claims

On November 8, 2023, plaintiff James Litten filed a class action

complaint in the Delaware Court of Chancery alleging that

former officers and directors of Opiant Pharmaceuticals, Inc.

(Opiant) breached fiduciary duties of care, loyalty, and good

faith in connection with Indivior PLC's 2022 acquisition of

Opiant. The defendants moved to dismiss the complaint on

January 26, 2024. On March 21, 2024, the plaintiff filed an

amended complaint. The defendants moved to dismiss the

amended complaint on June 21, 2024. The

court heard argument

on the motion to dismiss on January 17, 2025 and heard

additional argument on February 19, 2025. The motion remains

pending. The Group has begun its evaluation of the claims,

believes it has meritorious defenses, and intends to vigorously

defend itself. Given the status and preliminary stage of the

litigation, noestimate of possible loss can be made at this time.

Dental allegations

The Group has been named as a defendant in numerous

lawsuits alleging that SUBOXONE film was defectively designed

and caused dental injury, and that the Group failed to properly

warn of the risks of such injuries. The plaintiffs generally seek

compensatory damages, as well as punitive damages and

attorneys’ fees and costs. Plaintiffs and potential plaintiffs

related to these lawsuits generally can be grouped as follows:

Dental MDL Plaintiffs: Approximately 1,300 of these cases have

been consolidated in multi-district litigation in the Northern

District of Ohio. See In Re Suboxone (Buprenorphine/Naloxone)

Film Products Liability Litigation, MDL No. 3092 (N.D. Oh.) (the

Dental MDL).

Dental MDL Schedule A Plaintiffs: One complaint filed in the

Dental MDL on June 14, 2024 attached a schedule of nearly

10,000 plaintiffs (the Schedule A Plaintiffs). The parties

negotiated a tolling agreement for the Schedule A Plaintiffs that

would permit plaintiffs’ counsel additional time to investigate

issues such as whether and when the Schedule A Plaintiffs used

any Indivior product before determining whether to file

individual complaints that ultimately would be coordinated with

the Dental MDL. Plaintiffs indicated to the court they will

dismiss more than 1,400 plaintiffs in the future, pursuant to a

mechanism to be provided by the court. On February 7, 2025, the

plaintiffs filed an amended Schedule A that reduced the

number of Schedule A claimants to 8,623.

State Court Plaintiffs: One complaint has been filed in New

Jersey state court, and the parties have agreed to toll the claims

of more than 850 other individuals in Delaware, New Jersey, and

Virginia. Complaints have not yet been filed on behalf of the

tolled individuals.

Product liability cases such as these typically involve issues

relating to medical causation, label warnings and reliance on

those warnings, scientific evidence and findings, actual/

provable injury and other matters. These cases are in their

preliminary stages. These lawsuits and claims follow a June 2022

required revision to the Prescribing Information and Patient

Medication Guide about dental problems reported in

connection with buprenorphine medicines dissolved in the

mouth to treat opioid use disorder. This revision was required

by the FDA of all manufacturers of these products. The Group

has been informed by its primary insurance carrier that defense

costs for the Dental MDL should begin to be reimbursed now

that the Group's self-insurance retention has been exhausted.

Additionally, the Group's primary insurance carrier has issued a

reservation of rights against payment of any liability costs. In

the event of a liability finding, various factors could affect

reimbursement or payment by insurers, if any, including (i) the

scope of the insurers’ purported defenses and exclusions to

avoid coverage, (ii) the outcome of negotiations with insurers,

(iii) delays in or avoidance of payment by insurers and (iv) the

extent to which insurers may become insolvent in the future.

The Group has begun its evaluation of the claims, believes it has

meritorious defenses, and intends to vigorously defend itself.

Given the status and preliminary stage of the litigation, no

estimate of possible loss can be made at this time.

Applications to file class actions based on similar allegations as

in the Dental MDL, but also relating to SUBOXONE Tablets, were

filed in Quebec and British Columbia against various

subsidiaries of the Group, among other defendants, in April

2024. The Group has begun its evaluation of the claims, believes

it has meritorious defenses, and intends to vigorously defend

itself. Given the status and preliminary stage of the litigation, no

estimate of possible loss can be made at this time.

Indivior Annual Report and Accounts 2024 | 60

Legal Proceedings continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

INDIVIOR’S APPROACH TO RISK

Risk Management

Our Board of Directors oversees Indivior’s risk management, determines the Group’s risk appetite, carries

out an assessment of the Group’s principal and emerging risks, and oversees the governance of Indivior’s

principal risks.

Board of Directors

IDENTIFYING AND MANAGING RISK IS KEY TO OUR PURPOSE AND

THE DELIVERY OF OUR STRATEGY

Our Risk Management Governance Structure

Our Executive Committee monitors the effectiveness of risk management activities and reviews Indivior’s

principal risks.

Our Risk Management Team coordinates the ERM process.

Indivior Audit Services provides independent assurance of the effectiveness of governance, risk

management and controls.

Executive Committee

Risk Management Team

Internal Audit Team

Our Integrity & Compliance Department develops

and implements an effective compliance

management program.

Integrity & Compliance

Department

Our business unit and corporate functional

leadership executes day-to-day risk

management activities and manages risk

mitigation actions within their respective

functions or areas.

Business unit and corporate

functional leadership

Indivior Annual Report and Accounts 2024 |

Strategic Report

Risk Management continued

Principal risks and risk management

Effective identification and management of existing and

emerging risks is critical to the success of our Group and the

achievement of our strategic objectives. Risk must be accepted

to a reasonable degree for our Group to execute these

objectives and pursue business opportunities aligned with our

mission. Risk management is therefore an integral component

of our culture and governance.

Managing risks

Our Enterprise Risk Management (ERM) process is designed to

identify, assess, manage, report, and monitor risks and

opportunities that may impact the achievement of the Group’s

strategy and objectives. The Board defines the Group’s risk

appetite. This enables the Group to define both quantitative

and qualitative criteria, and considering likelihood and risk

impact, to ultimately determine the level of risk it is prepared to

take in pursuing its strategic objectives. An effective ERM

process is fundamental to our ability to meet our operational

and strategic objectives. The competitive market in which we

operate has industry-specific risks, particularly those relating to

new product development and commercialization, intellectual

property enforcement and legal proceedings, and compliance

with laws and regulations. This requires that existing and

emerging business risks be effectively assessed, appropriately

measured, regularly monitored, and addressed through

mitigation plans. Our ERM process fosters and embeds a Group-

wide culture of risk management that is responsive, forward-

looking, consistent, and accountable.

Examples of our 2024 risk management activities include: an

assessment of how the Group impacts the environment and

society, as well as sustainability issues that may affect the

Group’s financial performance (i.e., double materiality

assessment), cybersecurity penetration testing, an updated

quantitative assessment of climate-related risks, an external

review of our ERM program, and various tabletop exercises as

part of the Group’s business resilience program.

Governance and responsibilities

The Board of Directors of Indivior PLC (the Board) has overall

responsibility for the Group’s risk management. The Audit & Risk

Committee assists the Board in overseeing the Group’s risk

management activities, including reviewing the Group’s

principal and emerging risks. In addition, the Board’s

Committees regularly review risks relevant to their area of focus.

These risks include, but are not limited to, risks relating to legal,

financial, commercial, regulatory, and compliance matters.

The Board has tasked the Executive Committee to manage the

Group’s risk management activities. Quarterly, the Executive

Committee reviews enterprise risks as part of its regular

business reviews. It also assesses any changes impacting the

Group, including emerging risks and their impacts to Indivior’s

principal risks, as well as underlying mitigating plans.

Business unit and functional leadership executes day-to-day

risk management activities, including risk identification. It also

manages risk mitigation actions within its respective areas, in

alignment with the ERM framework.

The Risk Management team facilitates the ERM program,

including the implementation of processes and tools to identify,

assess, measure, monitor and report risks.

Principal risks

The Board has carried out a robust risk assessment so that

principal risks are effectively managed and/or mitigated to help

ensure the Group remains viable. The Board considers principal

risks to be the most significant faced by the Group; they include

those that could threaten the Group’s business model, future

performance, solvency, or liquidity.

While the Group aims to identify and manage such risks, no risk

management strategy can provide absolute assurance against loss.

Pages 63 to 70 provide insight into the Group’s principal risks,

outlining why effective management of these risks is important,

how we manage them, how the risks relate to the Group’s strategic

priorities, and changes to the status of these risks compared to

previous year. Additional risks, not listed here, that the Group

cannot presently predict or does not believe to be equally

significant, may also adversely affect the Group’s business,

operational results and financial condition. The principal risks

and uncertainties are not listed in order of significance.

Principal risks remain broadly unchanged compared to last

year, except for three principal risks. With the presence of a

competitor for long-acting injectable BMAT in the U.S., combined

with continued worldwide pricing, reimbursement, and funding

pressure on pharmaceuticals products; our Commercialization

principal risk has increased. In addition, the overall Business

operations risk has increased due to the combination of the rise

of IT security threats for both internal and third-party networks,

and the highly competitive labor market conditions for certain

key positions. Conversely, the Legal and IP principal risk has

decreased compared to last year given the resolution of certain

legacy litigations, including the settlement of all U.S. antitrust

cases with the various plaintiffs.

Any single risk or combination of the risks listed below could

impact the Group’s viability (see our Viability Statement on

page71).

Emerging risks

Emerging risks are those whose effects have not yet been

substantially realized in the enterprise but have the potential to

be a challenge for the Group. These risks are unlikely to impact

the business next year; however, they can rapidly change and/

or are nonlinear. There is a continuous focus on identifying and

assessing potential emerging risks. Our Risk Management and

Financial Planning & Analysis teams, in partnership with the

business functions, monitor potential disruptions that could

dramatically impact our industry and business from a risk and

opportunity perspective. The Board and Executive Committee

carry out a robust review of emerging risks.

The identification and assessment of climate-related risk is part

of the ERM process mentioned above. Following our updated

scenario assessment (see our TCFD disclosure on page 46), we

have determined that climate change is not currently a principal

risk to our business, but we will continue to monitor it as an

emerging risk.

Indivior Annual Report and Accounts 2024 |

Strategic Report

BUSINESS OPERATIONS

Trend versus

prior year

The Group’s operations rely on complex processes and systems, strategic partnerships, and specially

qualified and high-performing personnel to develop, manufacture and sell our products. Failure to

continuously maintain operational and compliance processes and systems, or to retain and/or recruit

qualified personnel, could adversely impact product availability and patient health, and ultimately the

Group’s performance and financials. Additionally, we operate in an ever-evolving regulatory, political,

and technological landscape. We therefore need the right priorities, capabilities, and structures in

place to successfully execute on our business strategy and adapt to this changing environment.

Cybersecurity – Cybersecurity threats (both within our IT and third-party networks) continue to

increase and evolve in their sophistication, including ransomware. The pharmaceutical industry

remains a primary target for various cybercriminal groups, with a steady increase in the targeting of

technology running manufacturing facilities. Cyberattacks can be initiated from a variety of sources

and can target the Group in several ways, including via networks, systems, and applications used by

the Group or third-party partners. Furthermore, the Group does not have control over the

cybersecurity systems of its third-party partners. The Group continuously assesses cyber risks and

makes significant financial and resources investments in systems, monitoring capabilities, and

training, to mitigate and manage these risks. However, these efforts cannot provide absolute security

against cyberattacks.

Talent management and retention – Highly competitive labor market conditions may have a potential

negative impact on the Group’s attrition rate and its ability to recruit for some key positions in certain

geographies. The Group has established tools, recruitment and succession plans, performance

management and reward programs to develop, retain, and recruit key personnel.

The overall business

operations risk has

increased due to the

combination of the rise

and increasing

sophistication of IT

security threats for

both internal and third-

party networks and the

highly competitive

labor market

conditions for some

key positions.

Examples of risks

• Failure, disruptions, or significant

performance issues experienced

with our key processes, Information

Technology (IT) systems, and/or by

our critical third-party partners

• Cybersecurity breaches could have

a significant impact on our

operations and/or result in loss or

disclosure of intellectual property,

confidential data, and Personally

Identifiable Information (PII)

• Failure to motivate, retain,

and recruit qualified workforce

and key talent

Management actions

• Business operating standards, monitoring processes, and

business resilience program

• IT Strategy, governance, policies, processes, systems, and

disaster recovery plans supporting overall business

continuity, including cyber incidence response readiness

• Updated processes, tools, and controls to secure

applications and systems, and protect data from internal

and external threats

• Continued security awareness, including e-learning and

phishing exercises

• Updated crisis communication plan and cyber incident

response plan and procedures. Enhanced awareness and

training with resilience tabletop exercises

• Talent management and culture development programs,

including talent review and retention programs focused on

identifying key roles and successors

• Hybrid work policy enabling flexible ways of working

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

Progress the

Pipeline

Optimize Our

Operating Model

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

Risk Management continued

PRODUCT PIPELINE, REGULATORY AND SAFETY

Trend versus

prior year

The R&D of new products and technologies is an inherently uncertain and lengthy process. It requires

significant and continuous financial and resource investments, and strategic partnerships without any

guarantee of success. Any stage of the R&D process is susceptible to failure. Promising new product

candidates may never make it to market or may only experience limited commercial success, because

of issues related to efficacy or safety; poor clinical outcomes; difficulty obtaining regulatory approvals;

narrow range of approved uses; prohibitively high manufacturing costs; inability to create or protect

intellectual property rights; or infringement of the intellectual property of others. Therefore, the

failure to successfully advance our product pipeline could have a material effect on the Group’s

long-term performance and prospects.

The Group focuses on helping patients along their journey to recovery by developing treatment

options for opioid use disorder (OUD) and continues to develop its late-stage assets (i.e., two clinical

Phase 2 assets). Our nonclinical and clinical activities are primarily outsourced, and most of our

clinical studies are carried out by independent third-party contract research organizations (CROs).

These activities include pre-study visits, training, program management, document preparation, site

identification, screening, and preparation. We have no direct control over the CROs’ activities. Delays

and/or interruptions in the CROs’ activities may delay or postpone the progress of our clinical studies.

Furthermore, we depend on the reliability and validity of these activities to support our regulatory

filings. If any of the CROs’ work products were to be erroneous or insufficient, it might negatively

impact our own clinical data, results, and corresponding regulatory approvals.

Research, development, manufacturing, and distribution are governed by complex, strict and multi-

jurisdictional regulations, including those of the U.S. FDA. Regulatory approvals may not be given at

all, or in a timely manner, for new products or for additional indications or uses of already approved

ones. Patient safety depends on our ability to perform robust safety assessment and interpretation, to

ensure that appropriate decisions are made regarding the benefit/risk profiles of our products.

Deviations from these quality and safety practices could impact patient safety and market access,

which can have a material effect on the Group’s performance and prospects.

In addition, strong competition exists for strategic collaborations, licensing arrangements and

acquisition targets. If we are unable to execute these transactions, or if such transactions do not

yield the expected product development, synergies or financial performance, our business prospects

maysuffer.

Examples of risks

• Failure to advance the development

and/or obtain regulatory approval

of pipeline products

• Failure to identify R&D early assets

and/or M&A targets, conduct

effective due diligence, or to

integrate newly acquired business

effectively and/or achieve expected

potential due to integration

challenges

• Potential liability and/or additional

expenses associated with ongoing

regulatory obligations and oversight

• Unexpected changes to the benefit/

risk profiles of our products

Management actions

• Product development process, including a stage-gate

process to continually evaluate R&D investment decisions

• Post-marketing study and real-world evidence programs

• Ongoing Quality, Safety and Regulatory monitoring and

auditing programs

• Policies and standards governing scientific interactions

andcommunication

• Strategies to defend against and pursue appropriate

resolution of potential product liability claims

• Rigorous pharmacovigilance processes for ongoing

evaluation of data collected from multiple sources related to

patient safety. These include Risk Evaluation & Mitigation

Strategy (REMS) programs in the U.S. and Risk Management

Plans (RMPs) outside the U.S.

• Market valuation and financial modeling

• Business development strategy aligned with the

Group’sstrategy

• Comprehensive cross-functional due-diligence process,

supported by external experts

• Integration plan and team for M&A-related activities

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

Diversify Revenue

Progress the

Pipeline

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

COMMERCIALIZATION

Trend versus

prior year

Successful commercialization of our products is a critical factor for the Group’s sustained growth and

robust financial position. New and existing products involve substantial investment in marketing,

market access and sales activities, product stocks, and other investments. Certain factors, if different

than anticipated, can significantly impact the Group’s performance and position. These factors

include: final label claims; healthcare professional (HCP)/patient adoption and adherence; generic

and brand competition; pricing pressures; private and government reimbursement schemes and

systems; negotiations with payors; erosion and/or infringement of intellectual property (IP) rights;

product availability; and political and socioeconomic factors.

Competition - In Q3 2023, a competitor launched another long-acting injectable BMAT product in the

U.S. Long-acting injectables are estimated to the mid-to-high single of BMAT digits. While SUBLOCADE

has a differentiated profile for opioid use disorder patients, specifically given the ongoing

proliferation of potent synthetic opioids, the competitor’s entrance has created some near-term

market disruption.

Pricing, reimbursement, and funding pressure - Governments across the world continue to consider

and take actions to reduce expenditure on drugs and to implement various cost-control measures. In

the U.S., Congress is considering proposals to enact significant cuts to Medicaid via its fiscal 2026

budget that may include as much as $880 billion in cuts from Medicaid and health spending

projections over 10 years. Approval of such a budget does not mean immediate reductions in

Medicaid but rather sets off a long legislative process. Many barriers remain to enacting major

Medicaid cuts. Additionally, there is bi-partisan support for drug pricing reforms at both federal and

state levels, which include potential legislative and regulatory actions. Examples of such actions

include: encouraging the import of drugs; pricing drugs according to a defined international pricing

reference; encouraging more competition; implementing drug pricing provisions of the Inflation

Reduction Act of 2022; establishing state-based registration and disclosure requirements; and

undertaking other initiatives. These measures, together with federal and state government fiscal

constraints and potential regulatory changes, pose direct and indirect downward pressure risk on

drug prices, cost containment measures, government programs and systems funding (e.g., U.S.

Medicaid, U.S. Criminal Justice System), and the relative generosity of public benefit coverage

programs. The Group continues to monitor potential legislative and regulatory changes and their

impacts, advocating for the Group’s products based on scientific studies and patient-centered

outcomes. However, certain potential legislative and regulatory changes to drug pricing and coverage

could have an adverse impact on the Group’s financial performance and results in the future.

The entrance of long-acting injectables for OUD and an additional generic sublingual film product in

the U.S. continue to create pricing pressure as payors will try to negotiate higher rebates to maintain

SUBLOCADE’s and SUBOXONE’s Film’s respective position on their formulary.

The overall risk

increased given

continued pricing,

reimbursement, and

funding pressure; and

uncertainties

compounded by

competition in the U.S.

BMAT market.

Examples of risks

• Increased branded and/or generic

product competition

• Lower facility adoption, HCP

adoption and patient enrollments

and/or adherence to SUBLOCADE

• Unexpected changes to government

and/or commercial reimbursement

levels, government pricing and/or

funding pressures and market

access

• Revenue diversification in the U.S.

(i.e., OPVEE) and outside the U.S.

Management actions

• Continued access investments in organization health

systems, including the expansion of the dedicated team for

the Criminal Justice System (CJS)

• Expansion of point of care (i.e., patient injection pharmacy)

for OUD treatment through various partnerships

• Emphasizing value of products and health economics

tailored to commercial and government payors through

market access activities, medical education, and enhanced

real-world evidence

• Patient platforms supporting provider location,

reimbursement support and co-pay assistance for eligible

patients; and other tools (e.g., community re-entry providers)

• Ongoing training and development for field-based employees

• Policies and standards governing commercial activities,

including pricing

• Monitoring of government and commercial pricing and

reimbursement-related trends/measures, as well as

development of mitigation strategies and advocacy programs

• Enhanced marketing and advertising strategic model/approach

• Submission for the expansion of subcutaneous injection sites

and shortening of the induction protocol for SUBLOCADE

• International growth, pipeline development and marketing

activities

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

Risk Management continued

ECONOMIC AND FINANCIAL

Trend versus

prior year

The pharmaceutical industry includes inherent risks and uncertainties, requiring the Group to make

significant financial investments to develop and support the success of our product portfolio.

Generating cash flow from our approved products, together with external financing, sustains our

financial position, enables the development of new products, and funds business growth. Realizing

value on those investments is dependent upon regulatory approvals, market acceptance (including

pricing reimbursement levels), strategic partnerships, competition, and legal developments. Together

with potential pressure on our level of net working capital, our ability to comply with our debt

covenants in the long term could be negatively impacted. As a global business, we are also subject to

political, economic, capital markets, and tax regulation changes.

Global business environment - A volatile political, economic, and geopolitical environment creates

risks such as global inflation, debt and energy price crises. These risks may cause pressures on central

banks and public finances leading to potential monetary tightening, tax increase, deficit reduction

measures, and potential tariffs on pharmaceutical products.

Examples of risks

• Inability to raise capital, or execute

business development and alliance

opportunities

• Failure to meet financial obligations

and performance

• Changes to tax environment and

regulations, including potential tax

increases and tariffs as

governments seek to fund public

finances

• Global inflation, debt and monetary

pressures impacting tax and fiscal

policies, and monetary tightening

Management actions

• Process to optimize cost and finance structures, and active

expense management

• Ongoing monitoring of financial performance and

compliance with financial covenants

• Strategies supporting expansion opportunities and

diversification

• Regular appraisals of debt and capital market conditions

with advisors and counterparties, including refinancing of

long-term debt

• Ongoing monitoring of potential changes in tax legislations

and their related impacts, including Pillar Two global tax

regulations

• Proactive supply chain planning and cost monitoring

activities

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

Progress the

Pipeline

Optimize Our

Operating Model

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

SUPPLY

Trend versus

prior year

The manufacturing and supply of our products are highly complex processes. They depend on a

combination of internal manufacturing capabilities and third parties for the timely supply of our

finished drug and combination drug products. The Group almost exclusively relies on third parties,

including contract manufacturing organizations (CMOs), to manufacture, test, and distribute our

finished products. The manufacturing of oral solid dose, film products, aseptically filled injectables,

and nasal sprays, is subject to stringent global regulatory, quality, and safety standards, including

Good Manufacturing Practice (GMP). Major delays or interruptions in the supply chain and/or product

quality failures could significantly disrupt patient access, adversely impact the Group’s financial

performance, and lead to product recalls and/or potential regulatory actions against the Group, along

with potential reputational damage.

Outsourcing partners - The Group’s products are filled and packaged by CMOs in the U.S. and U.K.,

and some are single-sourced. The Group’s supply development and monitoring and contingency

planning processes include: additional and redundant capacity (e.g., qualification of additional sites

and building of additional capacity at an existing supplier), proactive management of inventories

throughout the supply-to-patient delivery process; and initiatives to identify and qualify alternative

sites and/or suppliers. In 2023, an alternative high-volume CMO site was approved by the U.S. FDA. The

Group also acquired a sterile manufacturing facility in Raleigh, North Carolina in Q4 2023. The facility

is being expanded and will become a critical hub for sterile injectable manufacturing in 2026. Despite

these additional capacities and mitigating measures, if major delays, interruptions, or quality events

occur at these CMOs, the delivery of products to our patients could be significantly disrupted.

Examples of risks

• Disruptions at our critical CMOs

and/or at supply chain partners,

including freight and logistics

providers

• Inability to supply compliant-

finished products in a continuous

and timely manner

Management actions

• Business continuity, disaster recovery, emergency response

plans, and enhanced communication protocols across the

supply chain network

• Expansion at the sterile manufacturing plant in the U.S.

• Developed redundancy networks for active pharmaceutical

ingredients and key materials

• Periodic risk-based reviews for critical vendors and

development of a second/third-tier supplier risk analysis is

underway

• Contingency plans (including qualification of alternative

suppliers/providers) and management of safety stocks

• Comprehensive product quality and control processes and

manufacturing performance monitoring across the supply

chain network

• Ongoing monitoring of inventory levels, detailed production

prioritization, and monitoring of CMO execution

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

LEGAL AND INTELLECTUAL PROPERTY

Trend versus

prior year

Our pharmaceutical operations, which include the use of controlled substances, are subject to a wide

range of laws and regulations. Perceived or actual non-compliance with these laws and regulations

can result in investigations or proceedings leading to civil or criminal sanctions, fines and/or

damages, as well as reputational damages.

As a publicly traded company, we may face litigation in the U.S. or in the U.K. alleging fraud or other

violations of securities laws when the market price of our shares has been volatile, even in the

absence of any wrongdoing.

IP rights protecting our products may be challenged by external parties, including generic

pharmaceutical manufacturers. Although we have developed patent protection for our products,

including SUBLOCADE, we are exposed to the risk that courts may decide that our IP rights are invalid

and/or that third parties do not infringe these rights.

The overall legal risk

decreased primarily

due to the settlement

of all the U.S. antitrust

cases with the various

plaintiffs.

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

Risk Management continued

LEGAL AND INTELLECTUAL PROPERTY continued

Trend versus

prior year

Pharmaceutical operations carry the inherent risk of product liability claims. The Group’s drugs may

cause, or may be alleged or suspected to have caused, injury or dangerous drug interactions or may

produce undesirable or unintended side effects. Further, we may not learn about or understand

those effects until the drugs have been administered to patients for a prolonged period. An adverse

judgment in a product liability suit, even if insured or eventually overturned on appeal, could

generate substantial negative publicity about the Group’s products and business.

In connection with the agreements entered in 2020 to resolve criminal charges and civil complaints

related to SUBOXONE film, the Group has specific requirements to fulfill. The Group could be subject to

penalties if it fails to fulfill the requirements within the stated agreements (for more information, see the

Compliance Principal Risk on page 69). These are in addition to the Group’s pre-existing obligations to

comply with applicable laws and regulations associated with its U.S. pharmaceutical operations.

The Group is also a defendant in more than 400 civil lawsuits alleging that manufacturers,

distributors and retailers of opioids engaged in a longstanding practice to promote opioids as safe

and effective for the treatment of long-term chronic pain to increase the market for opioids and their

own market shares, or alleging personal injury claims. Most of these cases have been consolidated

and are pending in a federal multi-district litigation (the Opioid MDL) in the U.S. District Court for the

Northern District of Ohio. Nearly two thirds of the cases in the Opioid MDL were filed by cities and

counties, while nearly one third of the cases were filed by individual plaintiffs, most of whom assert

claims relating to neonatal abstinence syndrome (NAS). As previously announced by the Group in July

of 2024, pursuant to mediation, the Group, the Plaintiffs' Executive Committee in the Opioid MDL,

Tribal Leadership Committee, and certain state attorneys general, reached agreement on the amount

of a potential settlement. The parties, however, still must negotiate material terms and conditions of

the final settlement agreement, including the ultimate timing and structure of payments and product

distribution structure and scope of the release. The proposed settlement does not include private

plaintiffs (for more information, see the Legal Proceedings section on page 59).

The Group is a defendant in a declined qui tam complaint that was unsealed in 2018. The complaint

alleges causes of action under the Federal and State False Claims Acts and other laws related to best

price issues and claims of retaliation (for more information, see the Legal Proceedings section on

page59).

The Group has been named as a defendant in numerous lawsuits alleging that SUBOXONE film was

defectively designed and caused dental injury, and that the Group failed to properly warn of the risks

of such injuries. The plaintiffs generally seek compensatory damages, as well as punitive damages

and attorneys’ fees and costs (for more information, see the Legal Proceedings section on page 60).

On September 21, 2022, certain shareholders issued representative and multiparty claims against the

Group in the High Court of Justice for the Business and Property Courts of England and Wales, King’s

Bench Division. The claims made in both the representative and multiparty actions generally allege

that the Group violated the U.K. Financial Services and Markets Act 2000 (FSMA 2000) by making false

or misleading statements or material omissions in public disclosures (for more information, see the

Legal Proceedings section on page 59).

A class action lawsuit was filed in the U.S. District Court for the District of Eastern Virginia against the

Group and its CEO, CFO, and CCO in 2024, alleging violations of certain U.S. federal securities laws (for

more information, see the Legal Proceedings section on page 60).

Unfavorable outcomes in any of these legal proceedings could have a material adverse impact on the

Group’s business, financial condition and/or operating results (for more information, see the Legal

Proceedings section on page 59).

The overall legal

risk has decreased

primarily due to the

settlement of all the

U.S. antitrust cases

with the various

plaintiffs.

Examples of risks

• Legal proceedings related to

antitrust, state, shareholders,

product liability claims, government

enforcement and/or private

litigation associated with our

products

• Inability to obtain, maintain, and

protect patents and other

proprietary rights

Management actions

• Quality, patient safety, monitoring and compliance

embedded in the Group’s processes and culture

• Cooperation with government authorities in connection with

ongoing litigations, utilizing internal and external counsel

• Settlements of cases with various plaintiffs and strategies to

defend against and pursue resolution of IP claims

• Insurance coverage, financial modeling, and monitoring activities

• Ongoing active review, management and enforcement of

product patents, marketing exclusivity and other IP rights

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

Progress the

Pipeline

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

COMPLIANCE

Trend versus

prior year

Our Group operates globally, and the pharmaceutical industry is both highly competitive and

regulated. Complying with all applicable laws and regulations, including engaging in activities that are

consistent with legal and industry standards, and with our Group’s Code of Conduct, are core to the

Group’s mission, culture, and practices. The Group has processes and procedures to comply with

regulatory requirements and industry standards, including identifying, analyzing, and investigating any

potential or actual violations of policy or law and, if necessary, taking appropriate remedial or

corrective actions. Effective procedures and controls are necessary to provide reliable information,

meet compliance requirements, and prevent and detect potential fraud and/or misconduct. Failure to

comply with applicable laws and regulations may subject the Group to civil, criminal, and

administrative liability, including the imposition of substantial monetary penalties, fines, and

damages. Non-compliance may also result in the restructuring of the Group’s operations through the

imposition of compliance or integrity obligations, with a potential adverse impact on the Group’s

prospects, reputation, operational results, and financial condition.

Compliance with government agreements - In 2020, as part of the Group’s resolution of federal

criminal and civil charges related to its legacy products (for more information, see Legal Proceedings

section on page 59), the Group also entered into a CIA with the U.S. Department of Health & Human

Services Office of Inspector General (HHS-OIG). The CIA, requires, among other things, that the Group

implement measures designed to ensure compliance with the statutes, regulations and written

directives of U.S. Medicare, U.S. Medicaid, and all other U.S. Federal healthcare programs, as well as

with the statutes, regulations, and written directives of the U.S. FDA. The Group is subject to additional

periodic reporting and monitoring requirements related to these Agreements. The CIA expires in July

2025, provided however that certain provisions of the CIA may continue for up to 120 days after

HHS-OIG's receipt of: (a) Indivior's final Annual Report or (b) any additional materials requested by

HHS-OIG, whichever is later.

In addition, the CIA requires reviews by an independent review organization, a compliance expert to

advise the Board in years one and three, compliance-related certifications from the Group’s

executives and certain Board members, and the implementation of a risk assessment and mitigation

process. The CIA sets out specified monetary penalties that may be imposed on a per-day basis for

failure to comply with its specified obligations. The CIA also includes specific procedures under which

the Group must notify HHS-OIG if it fails to meet the CIA’s requirements. In the event that HHS-OIG

determines the Group to be in material breach of certain requirements of the CIA (including repeated

violations or any flagrant obligations under the CIA, a failure by the Group to report a reportable event

and/or take corrective action, a failure to engage and use an independent review organization, or a

failure to respond to certain requests from HHS-OIG), the Group may be excluded from participating

in the U.S. Federal healthcare programs. This would have a severe impact on the Group’s ability to

comply with the financial covenants in the Group’s debt facility, maintain sufficient liquidity to fund

its operations, pay off its debt facility in 2030, and generate future revenue. These outcomes would in

turn impact the Group’s viability.

The Resolution Agreement with the U.S. Attorney’s Office for the Western District of Virginia and

Consumer Protection Branch contains certain requirements. These requirements include various

reporting obligations and specify that the Group’s CEO must (a) certify on an annual basis that, to the

best of their knowledge, after reasonable inquiry, the Group is in compliance with the U.S. Federal

Food, Drug and Cosmetic Act and has not committed healthcare fraud, or (b) provide a list of all

non-compliant activities and steps taken to remedy the activity. The U.S. Federal Trade Commission

(FTC) Stipulated Order contains specific notice and reporting requirements over a ten-year period

related to certain activities (e.g., follow-on drug product, filing of a Citizen Petition). The Group is

subject to contempt prosecution if it fails to comply with any terms of the Resolution Agreement.

As part of the Group’s Global Integrity & Compliance Program (I&C Program), comprehensive policies,

processes, and systems have been implemented to educate, monitor, report, and embed compliance,

ethics, and integrity-related matters. The Group’s Chief Executive Officer is responsible for the

day-to-day operation of the I&C Program, with the oversight of the Group’s Board. The Group’s Chief

Integrity & Compliance Officer (CICO) leads the I&C Program administration, supported by a global

team of compliance professionals.

U.S. listing reporting requirements - Following the U.S. listing on the Nasdaq, the Group is subject to

the reporting requirements of the Securities Exchange Act of 1934 (as amended), the Sarbanes-Oxley

Act of 2002, the listing requirements of the Nasdaq Stock Market, and other applicable securities rules

and regulations. The Group is subject to Section 304 of the Sarbanes-Oxley Act of 2022 effective

January 1, 2024.

Increased risk No change Decreased risk

Indivior Annual Report and Accounts 2024 |

Strategic Report

COMPLIANCE continued

Examples of risks

• Failure to meet the requirements of

the government agreements (i.e.,

CIA, DOJ, and FTC)

• Non-compliance with our Code of

Conduct, anti-corruption,

healthcare, data privacy, or local

laws and regulations across all

geographies

• Inability to adequately respond to

changes in laws and regulations,

including data privacy

• Failure to comply with payment and

reporting obligations under U.S.

and foreign government programs

• Inability to meet all requirements

related to a U.S. stock listing

Management actions

• Oversight, monitoring and reporting of compliance

requirements with government agreements, including a

management certification, and defined sub-certification

process

• I&C Program and development of compliance capabilities,

guided by a defined strategic plan and learnings from

program operations and continuous evolution

• Engagement of compliance expert to advise the Board in

years one and three of CIA

• Updated Code of Conduct promoting and upholding the

ethical conduct of employees, covering: environmental and

climate change; human rights; anti-bribery and corruption

• Supplier Code of Conduct defining the standards of conduct

expected of the Group’s suppliers

• Compliance policies and processes, including Code of

Conduct and a comprehensive healthcare compliance risk

assessment, and related mandatory employee training

programs, including the development of healthcare

compliance digital standards for the U.S.

• Confidential independent reporting process with multiple

avenues for employees to report concerns (including

anonymous reporting where local law permits)

• Oversight and monitoring of controls, including regional

compliance committees

• Data privacy governance, management framework, and

training

• Continuous review and assessment of developments in the

law, applicable industry standards, and business practices

• Ongoing monitoring of controls over government pricing and

reporting

• Internal processes and procedures for reporting under

applicable U.S. securities rules and regulations

• Sustainability Working Group reviews and assessments of

ESG regulations and reporting requirements

Link to strategic

priorities

Grow SUBLOCADE

to > $1.5bn

Diversify Revenue

Progress the

Pipeline

Increased risk No change Decreased risk

Risk Management continued

Indivior Annual Report and Accounts 2024 |

Strategic Report

The Group’s viability depends upon successful execution of our

business strategy, with a focus on:

• continued growth of SUBLOCADE toward its potential of

>$1.5bn in annual net revenue;

• diversification of net revenue, including OPVEE and net

revenues outside the U.S.;

• building and progressing our new product pipeline; and

• optimizing our operating model, including management of

litigation risks.

The Directors evaluate the Group’s future business prospects as

part of the strategic planning process. This process is led by the

Chief Executive Officer through the Executive Committee and

involves all relevant functions, such as R&D, manufacturing &

supply chain, commercial, legal, integrity & compliance, human

resources, and finance. Development of the strategic plan

includes a thorough examination of the principal risks and

potential actions required to manage and mitigate those risks.

The strategic plan summarizes the Group’s strategic priorities,

the relevant and material principal risks that could prevent the

priorities from being realized, and the financial budget covering

the following year. The Board reviews and approves the

strategic plan, including the financial budget, which involves

challenging key assumptions and risk mitigation plans.

In accordance with the U.K. Corporate Governance Code, the

Directors have assessed the viability of the Group. In

determining the appropriate period for assessing viability, the

Directors considered:

• the Group’s strategic plan;

• the impact of current and future competition, including the

expected patent protection of our products;

• our ongoing legal proceedings; and

• our liquidity forecast, including the final payment of our DOJ

Resolution Agreement and financial covenants under the

Group’s new term loan.

The Directors believe a four-year period to the end of 2028

appropriately addresses these considerations. A four-year

period is consistent with the Group’s prior-year viability

assessments. This assessment period provides a reasonable

horizon for the financial impact of these developments to be

reasonably considered. Uncertainty in financial forecasts

increases over the period covered by our viability assessment.

The final term loan balloon payment is due approximately

22 months after the viability assessment period.

The strategic plan reflects the Directors’ best estimate of the

Group’s future business prospects. The plan builds on our

near-term expectations for 2025, including branded competition

for SUBLOCADE and a reversion to observed generic analogs for

SUBOXONE film in the U.S. The plan was then “stress tested”,

exploring the Group’s resilience to the potential impacts of the

principal risks set out on pages 61 to 70. This sensitivity reflects

‘severe but plausible’ concurrent circumstances the Group

could experience, specific to commercialization risks such as:

• the risk that SUBLOCADE will not meet revenue growth

expectations in the U.S. by modeling a 10% decline on

forecasts; and

• the risk that revenue projections outside the U.S. and for

OPVEE will not meet expectations by modeling a $25m

reduction in forecasts.

Having considered these risks along with the other principal

risks set out on pages 61 to 70, the Directors have assessed the

Group’s ability to comply with the financial covenants under the

Group’s term loan, fulfill obligations under litigation settlements

and the DOJ Resolution Agreement, make required loan

amortization payments and maintain sufficient liquidity to fund

its operations, pipeline investments and planned capital

expenditures.

Other principal risks, set out on pages 61 to 70, were also

considered. However, the above financial risks were regarded

the most immediate and significant that could prevent the

Group from delivering on its strategic priorities and remaining

viable. Other aspects of the principal risks, including possible

changes to government pharmaceutical pricing and

reimbursement and further litigation, could also threaten the

Group’s viability in its current form. Due to their nature and/or

potential impact (if they were to occur), these outcomes were

not modeled because the range of reasonably possible impacts

are unknown.

The stress testing showed the Group would be able to withstand

the impact of the ‘severe but plausible’ scenario over the period

of the viability assessment, with excess liquidity to absorb

reasonably possible non-modeled risks. Although cuts to the

Group’s operating costs and planned strategic investments were

not required in the scenario planning, various actions can be

executed to ensure the Group’s ongoing viability.

The Group’s viability during the assessment period could be

impacted by sensitivities discussed above which are beyond

‘severe but plausible’, or by impacts that are currently unknown.

In the early portion of the viability period, the Directors’ control

over certain matters, such as the strategy to respond to and/or

settle legal proceedings, including potential appeals of adverse

decisions, helps mitigate risk to the Group’s viability. However,

over the full viability period, the Directors’ ability to influence

the outcome of such matters is more limited. The impacts of

government pharmaceutical pricing and reimbursement

changes, competition, further litigation and the development of

our pipeline, may present further risks after the viability

assessment period.

Based on their assessment of the Group’s business prospects

and viability, the Directors confirm their reasonable expectation

that the Group will continue in operation and will meet its

liabilities as they become due over the four-year period ending

December 31, 2028.

The Strategic Report on pages 1 to 71 was approved by the

Board on March 6, 2025.

By Order of the Board

Kathryn Hudson

Company Secretary

VIABILITY STATEMENT

Indivior Annual Report and Accounts 2024 |

Strategic Report

Chair’s Governance Statement

Dear Shareholder,

On behalf of the Board, I am pleased to introduce our

Corporate Governance Report for the year ended

December 31, 2024.

This is my first Governance Statement as Chair of the

Board of Directors of Indivior, having been appointed

to that position in January 2025. It was an honor to be

appointed as Chair, following my initial appointment

to the Board as an Independent Non-Executive

Director in June 2024. I am proud to lead the Board

and support Indivior in its mission to help change

patients’ lives by pioneering life-transforming

treatments for opioid use disorder.

Transfer of primary listing

2024 was a milestone year for Indivior.

In June 2023, Indivior’s shares were listed on the Nasdaq Global

Select Market as a secondary listing. Over the course of 2023

and early 2024, the Board continued to assess the optimal

listing structure for Indivior’s shares and concluded that

relocating Indivior’s primary listing to the U.S. would further

elevate Indivior’s visibility and profile in its largest market and

would help attract a broader group of biopharma investors.

In February 2024, we announced our intention to consult with

shareholders regarding the proposed relocation of our primary

listing from the U.K. to the U.S. by transferring Indivior’s listing

category on the Official List from a Premium Listing to a

Standard Listing.

Following consultation, we announced in April 2024 our

intention to seek shareholders’ approval for the proposed

transfer. In late May 2024, we held a General Meeting to seek

shareholders’ approval to transfer our primary listing from the

U.K. to the U.S., and were pleased to receive support from the

overwhelming majority of shareholders.

In June 2024, a year after our additional Nasdaq listing, we

transferred our primary listing from the London Stock Exchange

to Nasdaq. Subsequently, the U.K. Financial Conduct Authority

implemented reforms to the U.K. Listing Rules and Indivior was

mapped from a Standard Listing to the new Transition category.

As a consequence of the transfer of the primary listing, certain

U.K. governance requirements fell away. One of these was the

requirement to comply, or explain non-compliance, with the U.K.

Corporate Governance Code (U.K. Code). We chose to continue

to comply with the U.K. Code until December 31, 2024 on a

voluntary basis and then, effective January 1, 2025, we adopted a

new governance framework which now underpins and drives

our governance practices. Our new framework, which reflects

practices which are aligned with U.S. listed companies, supports

our transition to becoming a U.S.-listed domestic filer.

As we have retained our U.K. listing as a secondary listing, we

will continue to comply with certain U.K. requirements and our

new governance framework is designed to meet these

requirements, in addition to those in the U.S.

Throughout this process, the Board has been mindful of the

importance of acting in the best interests of shareholders

asawhole.

Shareholder engagement

In November 2024, Indivior’s Relationship Agreement with

Scopia Capital Management (Scopia), which had been in

place since March 2021, was terminated as a result of

Scopia’s shareholding reducing below the threshold for

automatic termination.

In December 2024, Indivior entered into a Relationship

Agreement with Oaktree Capital Management, L.P. (Oaktree),

a major shareholder in Indivior. Aspart of that agreement,

the Company agreed to appoint additional Independent

Non-Executive Directors to its Board and to take other

relatedactions.

Dr. David Wheadon

Chair of the Board

Indivior Annual Report and Accounts 2024 |

Governance

In March 2025, we entered into an Amended and Restated

Relationship Agreement with Oaktree pursuant to which

theCompany agreed to reduce the maximum number of

Directors on the Board from eleven to seven. As a result, seven

of our Directors will be standing for re-election at our

forthcoming AGM.

Further details regarding the terms of the Relationship

Agreement with Oaktree made in December 2024, and the

Amended and Restated Relationship Agreement made in

March2025, can be found on page 127.

Board changes and succession planning

The Board composition changed significantly in recent months.

In addition to my joining the Board in June 2024, in December

2024, we welcomed two new Independent Non-Executive

Directors – Joe Ciaffoni and Robert Schriesheim.

In February 2025, we announced that Joe has been appointed as

our Chief Executive Officer and will be taking over from Mark

Crossley who is stepping down from the Board this year. Joe is

an accomplished public company Chief Executive Officer with

over 30 years of experience in pharmaceuticals and biotech,

serving global and U.S. organizations of all sizes. The terms of

Joe’s appointment are subject to, and effective upon, the

approval by shareholders of a new remuneration policy at our

forthcoming AGM.

Graham Hetherington, who was appointed as an independent

Non-Executive Director in 2019 and as Chair in 2020, stepped

down from the Board effective December 31, 2024. Although I

only worked alongside Graham for a brief period, I know the

Board will wholeheartedly join me in expressing our gratitude

tohim for his leadership and dedication during his tenure.

Also effective December 31, 2024, Jerome Lande, a Non-Executive

Director who represented Scopia, stepped down from the Board.

At the same time, Ryan Preblick, our Chief Financial Officer,

alsostepped down from the Board. Ryan remains our Chief

Financial Officer and an employee of the Company. This means

that the Board now comprises one Executive Director only,

which aligns our Board composition with U.S. listed company

practice. I would like to express my thanks, on behalf of the

Board, to both Jerome and Ryan for their significant

contributions as Board members over the years.

In January 2025, Daniel Ninivaggi joined the Board. Daniel has

significant public company experience as a director and executive

and I am confident that we will benefit from his extensive board

and operational experience as we work together to deliver value

to all Indivior stakeholders.

As announced in March 2025, and in line with the Amended and

Restated Relationship Agreement with Oaktree, Robert Schriesheim

stepped down as an Independent Non-Executive Director.

Consistent with the Company’s switch to a U.S. primary listing

in2024, Peter Bains and Jo LeCouilliard have decided not to

stand for re-election at our AGM in May 2025 and will step down

from the Board effective the close of the AGM. Iwould like to

express my appreciation to Peter and Jo for their commitment

to bringing needed therapeutic interventions for patients

suffering from Opioid Use Disorder.

Our strong governance framework has helped us to navigate

and support these significant Board changes. Our Nomination

Committee has played a key role in ensuring that we have the

right people in place to drive the Company’s strategic success.

Culture

As a Board, we know that a strong culture underpins our

success and gives us resilience during challenging times.

Wewere pleased with the results of this year’s annual

employeeCulture Survey which yet again exceeded the

industrybenchmark.

We recognize, however, that the survey is reflective of views only

at a point in time and, since the survey was undertaken early in

2024, Indivior has experienced external transitory pressures. It is

therefore important that, as a Board, we monitor culture on a

continuous basis which we do through briefings to the Board

and also in our own interactions with employees.

Looking ahead

The depth of experience, skills, and capabilities on our

Boardmeans we are well positioned to support Indivior’s

performance and long-term success. As a Board, our focus is

to ensure management has the tools it needs to enable delivery

of SUBLOCADE’s peak annual net revenue potential of more

than $1.5bn and to provide robust challenge to management

when necessary.

I look forward to working closely with the Board and

management team to leverage Indivior’s deep expertise, long

track record, and strong culture. As a Board, we are determined

to help realize the Company’s great potential and deliver value

for shareholders and our wider stakeholders.

Dr. David Wheadon

Chair of the Board

March 6, 2025

Indivior Annual Report and Accounts 2024 |

Governance

Board of Directors

4 5

1 2

2. Mark Crossley

Chief Executive Officer

Appointed to the Board: February 2017

Skills and experience

• Appointed Chief Executive Officer in June 2020.

Appointed to the Board as Chief Financial Officer

in February 2017. In July 2019, took on additional

responsibilities and was appointed Chief

Financial & Operations Officer with oversight of

the finance, information technology,

manufacturing, supply, quality and procurement

functions. Joined the Group in 2012 as Global

Finance Director and served as Chief Strategy

Officer between 2014 and 2017.

• Prior to joining Indivior, spent 13 years at Procter

& Gamble in various finance leadership roles

including Corporate Portfolio, Strategic and

Business Planning (Female Beauty), as well as

multiple roles in Corporate Treasury and its Baby

Care division. Also enjoyed an eight-year career

with various operational and staff assignments

in the United States Coast Guard.

• Has a wealth of financial and pharmaceutical

industry experience and knowledge. Mark’s

extensive career experience across multiple

disciplines covering strategy, finance, information

technology and systems, treasury, supply and

procurement allows him to bring a valuable

perspective to the Board. This, complemented

with an understanding of the risks and

opportunities within the pharmaceutical industry,

is highly valued by the Board.

• Graduated from the United States Coast Guard

Academy with a BS in Management and

Economics, and from Boston College with an MBA.

Current external appointments

• None

3. Peter Bains

Independent

Non-Executive Director

Appointed to the Board: August 2019

Skills and experience

• Over 30 years of experience in the pharmaceutical

and biotechnology industries, including a 23-year

career at GlaxoSmithKline holding numerous senior

operational and strategic roles. Also served as the

Representative Executive Officer and Chief Executive

Officer of Sosei Group Corporation, a Tokyo listed

biotech company, and Chief Executive Officer of

Syngene International, which he successfully took

public on the Mumbai Exchanges in 2015.

• Background provides international experience and

a deep commercial understanding of sustained

delivery coupled with investment appraisal and

contracting. The Board values Peter’s experience in

understanding the risks and opportunities present

in these industries.

• Holds a BSc (Combined Honours) in Physiology/

Zoology from Sheffield University.

Current external appointments:

• Apterna Limited: Non-Executive Director

• Biocon Limited: Group CEO (non-Board

appointment, formerly Non-Executive Director)

• ILC Therapeutics Limited: Non-Executive Chair

• MiNA Therapeutics Limited: Non-Executive Director

4. Joe Ciaffoni

Independent Non-Executive Director

Appointed to the Board: December 2024

Skills and experience

• An accomplished public company Chief Executive

Officer with 30+ years of experience in

pharmaceuticals and biotech, serving global and

U.S. organizations of all sizes. A track record of

success at the intersection of strategy and

operations across diverse models and

therapeutic areas spanning specialty, rare

disease, mass market and hospital.

• Most recently served as President and CEO of

Collegium Pharmaceutical and has prior

experience at Endo International (President of

U.S. Branded Pharmaceuticals), Biogen (SVP,

Global Specialty Medicines Group; U.S.

Commercial), Shionogi Inc. (COO), Schering-

Plough, Sanofi and Novartis.

• Received an MBA and a BA from Rutgers University.

Current external appointments

• None

5. Dr. Keith Humphreys

Independent

Non-Executive Director

Appointed to the Board: November 2023

Skills and experience

• Over 30 years of experience in the field of

clinical psychology and substance use disorders.

• Previously a Senior Policy Advisor in the White

House Office of National Drug Control Policy in

the Obama Administration.

• Awarded an OBE in September 2022 for services

to science and policy on addiction.

• Holds a BA in Psychology from Michigan State

University and an AM in Clinical/Community

Psychology and PhD in Psychology from the

University of Illinois.

Current external appointments:

• Department of Psychiatry and Behavioral

Sciences, Stanford University – Esther Ting

Memorial Professor

• Institute of Psychiatry King’s College, London –

Honorary Professor of Psychiatry

1. Dr. David Wheadon

Chair

Appointed to the Board: June 2024

Skills and experience

• Previously served as Senior Vice President of

Global Regulatory Affairs, Patient Safety, and

Quality Assurance at AstraZeneca Plc from

December 2014 to July 2019. Prior to that, from

May 2013 to December 2014, was Executive Vice

President, Research and Advocacy at Juvenile

Diabetes Research Foundation International Inc.

and, from January 2009 to May 2013, was Senior

Vice President, Scientific and Regulatory Affairs

at Pharmaceutical Research and Manufacturers

of America (PhRMA).

• Served as Vice President, Global Pharmaceutical

Regulatory and Medical Science, and Group Vice

President, Global Pharmaceutical Regulatory

Affairs at Abbott Laboratories from 2005 to 2009

and held senior regulatory and clinical

development leadership positions at

GlaxoSmithKline Plc and Eli Lilly and Company.

• Received an MD from Johns Hopkins University

School of Medicine and an AB in Biology from

Harvard University. Completed postdoctoral

training in Psychiatry at Tufts/New England

Medical Center in Boston, Massachusetts.

Current external appointments:

• Sotera Health Company – Non-Executive

Independent Director

• Vaxart, Inc. – Non-Executive Independent

Director, Chair of Compensation Committee

• Seaport Therapeutics, Inc. – Non-Executive

Independent Director

• ConnectiveRx – Non-Executive

IndependentDirector

• Mount Sinai Health System – Member of the

Board of Trustees

Board Committee

membership key

Committee Chair

Audit & Risk Committee

Compensation Committee

Compliance, Ethics &

Sustainability Committee

Nomination Committee

Science Committee

Indivior Annual Report and Accounts 2024 |

Governance

6. Jo LeCouilliard

Independent

Non-Executive Director

Designated Non-Executive Director for

Workforce Engagement

Appointed to the Board: March 2021

Skills and experience

• Healthcare industry veteran with over 25 years

of healthcare management experience gained

in Europe, the U.S. and Asia. Much of Jo’s career

has been in pharmaceuticals at GlaxoSmithKline

where, amongst other roles, she headed the U.S.

vaccines business and Asia Pacific Pharmaceuticals

business and led a program to modernize the

commercial model. Prior to GlaxoSmithKline, was

Chief Operating Officer at BMI Healthcare.

• Previously a Non-Executive Director and Chair

of the Audit & Risk Committee at NIOX Group PLC,

Non-Executive Chair and Chair of the Nomination

Committee at Alliance Pharma plc and a

Non-Executive Director at Frimley Park NHS

Foundation Trust in the U.K., Cello Health PLC and

at the Duke NUS Medical School in Singapore.

• Chartered Accountant holding an ACA from the

Institute of Chartered Accountants and a Masters in

Natural Sciences from the University of Cambridge.

Current external appointments:

• Recordati S.p.A. – Non-Executive Director, Chair

of Remuneration & Nominations Committee

• Washington Topco Limited (holding company

of GlobalData Healthcare, U.K.) – Board Director

7. Daniel Ninivaggi

Independent

Non-Executive Director

Appointed to the Board: January 2025

Skills and experience

• Significant public company experience as a

director and executive with a strong background in

operations and capital allocation, as well as legal

and finance expertise.

• Previously served as Chief Executive Officer and

subsequently Executive Chairman of Lordstown

Motors Corp, Chief Executive Officer of Icahn

Automotive Group LLC, Co-Chief Executive Officer

and Co-Chairman of Federal-Mogul Holdings Corp

and President and Chief Executive Officer of Icahn

Enterprises L.P. Prior to that, held various senior

executive positions at Lear Corporation and was a

partner specializing in corporate law at Winston &

Strawn LLP.

• Has been a director of numerous public and

private companies, including Garrett Motion Inc.,

Lordstown Motors Corp., Hertz Global Holdings

Inc., Navistar International Corporation, Icahn

Enterprises G.P. Inc. (the general partner of Icahn

Enterprises), CVR Energy Inc., XO Holdings,

Tropicana Entertainment Inc., Motorola Mobility

Holdings Inc., and CIT Group, Inc.

• Holds a BA from Columbia University, an MBA

from the University of Chicago Graduate School

of Business, and a JD degree (with distinction)

from Stanford University School of Law

Current external appointments

• Garret Motion Inc. – Chairman of the Board and

Chair of Finance Committee

• Metalsa S.A. – Management Executive Committee

(non-public company)

8. Barbara Ryan

Independent

Non-Executive Director

Appointed to the Board: June 2022

Skills and experience

• Previously a Wall Street sell-side research

analyst covering the U.S. Large Cap

Pharmaceutical industry for more than 30 years

before founding Barbara Ryan Advisors, a capital

markets and communications firm, in 2012.

• Founder of Fabulous Pharma Females, a

non-profit organization whose mission is to

advance women in the biopharmaceutical

industry. Currently a Senior Advisor at

Ernst&Young (a part-time role).

• Has deep experience in equity and debt

financings, M&A, valuation, SEC reporting,

financial analysis and corporate strategy across

a broad range of life sciences companies.

Current external appointments:

• Azitra, Inc. – Board Member, Chair of

Compensation Committee

• INVO Bioscience, Inc. – Non-Executive Director

• MiNK Therapeutics, Inc. – Non-Executive Director,

Chair of Audit Committee

• Safecor Health, LLC – Board Member

(non-publiccompany)

9. Mark Stejbach

Independent

Non-Executive Director

Designated Non-Executive Director for

Workforce Engagement

Appointed to the Board: March 2021

Skills and experience

• Over 30 years of experience in biotechnology

and pharmaceuticals, including senior roles in a

broad range of commercial functions including

marketing, sales, economic affairs, managed care

and finance.

• Previously served as Senior Vice President and

Chief Commercial Officer at Alkermes plc, a

publicly traded global biopharmaceutical

company focused on development and

commercialization of addiction and

schizophrenia treatments. Also served as Senior

Commercial Advisor at EIP Pharma Inc. and Chief

Commercial Officer at Tengion, Inc.

• Previously a Non-Executive Director of Flexion

Therapeutics, Inc.

• Holds an MBA from the Wharton School,

University of Pennsylvania and a BS in

Mathematics from Virginia Tech.

Current external appointments:

• Nirsum Laboratories, Inc. – Non-

ExecutiveDirector

10. Juliet Thompson

Lead Independent Director

Appointed to the Board: March 2021

Skills and experience

• Over 30 years of finance, banking and board

experience with significant focus on the

healthcare sector. A proven FTSE 250 audit chair

and a former investment banker who has spent

her career advising pharmaceutical and biotech

companies. Played a leading role in setting up

Code Securities, which was later acquired by

Nomura (becoming Nomura Code). At Nomura

Code, was a member of the Board and head of

corporate finance, and as Managing Director

worked on over 50 transactions including IPOs,

secondary offerings, private placements and

M&A. From Nomura Code, joined Stifel to head

up the life sciences and clean tech teams.

• Previously a Non-Executive Director of Vectura

plc and GI Dynamics.

• Holds a BSc in Economics from the University of

Bristol and qualified as a Chartered Accountant

and holds an ACA from the Association of

Chartered Certified Accountants.

Current external appointments:

• ANGLE plc – Non-Executive Director, Chair of

Audit Committee

• Novacyt S.A. – Non-Executive Director, Chair of

Audit Committee

• OrganOx Limited – Non-Executive Director, Chair

of Audit Committee

Indivior Annual Report and Accounts 2024 |

Governance

Executive Committee

1 2 3

1. Mark Crossley

Chief Executive Officer

See biography on page 74.

2. Ryan Preblick

Chief Financial Officer

Skills and experience

• Served in a financial leadership capacity

sincejoining Indivior in 2012

• Wealth of financial and pharmaceutical

industryknowledge and experience across

multiple disciplines

• BS in finance from Penn State University and

MBA from the University of Richmond

Key previous roles

• Indivior: Executive Director (November 2020

toDecember 2024)

• Indivior: Senior Vice President, Global Finance

and Commercial Operations

• Indivior: Vice President, U.S. Finance

• Indivior: U.S. Commercial Controller

• Altria Corporation (formerly Phillip Morris):

Senior Manager Financial Planning & Analysis

• Honeywell International: Corporate Finance

3. Jeff Burris

Chief Legal Officer

Skills and experience

• 25+ years

• Over 16 years as head of the legal function

atvarious life sciences companies

Key previous roles

• Azurity Pharmaceuticals: Vice President, General

Counsel, Chief Compliance Officer and Secretary

• Alimera Sciences: Vice President, General

Counsel, Chief Compliance Officer and Secretary

• CryoLife (now known as Artivion): Vice President,

General Counsel and ChiefCompliance Officer

• University of Chicago Law School: JD

4. Cindy Cetani

Chief Integrity and

Compliance Officer

Skills and experience

• 35+ years

• Certification: Leading Professional in Ethics and

Compliance (LPEC)

Key previous roles

• Novartis Pharmaceuticals Corp.: Chief

Compliance Officer and U.S. Country Compliance

Head

• Novartis International AG: Head of Compliance

Operations, Group Integrity & Compliance

• Pharmacia Corp.: Director of Operations,

ManagedMarkets

• Prudential Healthcare: Manager,

Advertising Compliance

• U.S. Life: Assistant Vice President,

Commissions andCompensation

5. Angela Colon-Mahoney

Chief Human Resources Officer

Skills and experience

• 20+ years

• Master of Science in organisation change

management

Key previous roles

• Otsuka Pharmaceuticals: Chief Human Resources

Officer

• The Estée Lauder Companies: Global Human

Resources Leader

• Tyco International: Global Talent and Human

Resources Leader

• Mercer Delta: Organisation

DevelopmentConsultant

• Unilever: Human Resources Business Partner

and Talent Specialist

6. Christian Heidbreder

Chief Scientific Officer

Skills and experience

• 30 years’ leadership in neurosciences

• 450+ publications

• Affiliate Professor, Dept. of Pharmacology

&Toxicology of the VCU School of Medicine

• Member of the National Advisory Council

onDrugAbuse

• Member of the Helping to End Addiction

Long-term (HEAL) Multi-Disciplinary Working

Group

Key previous roles

• Reckitt Benckiser Pharmaceuticals Inc.:

Global R&DDirector

• Altria: Health Sciences

• GlaxoSmithKline: R&D Centre of Excellence

for Drug Discovery in Psychiatry

• SmithKline Beecham: R&D Neuroscience

• Swiss Federal Institute of Technology

(ETH):Biology

• National Institute on Drug Abuse:

Intramural Research Program

• University of Louvain: Psychopharmacology

Indivior Annual Report and Accounts 2024 |

Governance

7. Kathryn Hudson

Company Secretary

Skills and experience

• 20+ years of experience as a Company Secretary

and Chartered Governance Professional

• Fellow of the Chartered Governance Institute

Key previous roles

• Kingfisher plc: Company Secretary

• Burberry Group plc: Deputy Company Secretary

• ICAP plc: Deputy Company Secretary

8. Vishal Kalia

Chief Impact and Strategy Officer

Skills and experience

• 20+ years of global experience across

multiple industries

• 10+ award-winning campaigns; initiated,

launched and managed several multi-billion-

dollar brands

• Masters degree in international

marketing management

Key previous roles

• Indivior: Senior Vice President, U.S.

Commercial Access

• Indivior: Business Unit Head,

U.S. Addiction Sciences

• Indivior: U.S. Marketing and New Asset

Commercialization Head

• Reckitt Benckiser: Regional Marketing

Director, Turkey

• Reckitt Benckiser: Global Brand Director,

NA, Europe

9. Richard Simkin

Chief Commercial Officer

Skills and experience

• 20+ years

Key previous roles

• Reckitt Benckiser Pharmaceuticals Inc.:

President, North America

• Reckitt Benckiser: General Manager Portugal

• Reckitt Benckiser: Marketing Director

U.K. Healthcare

• Reckitt Benckiser: two global category roles and

anumber of general management positions

10. Hillel West

Chief Manufacturing and

Supply Officer

Skills and experience

• 25+ years

Key previous roles

• Teva Pharmaceuticals: VP,

Integration & Separation Management

• Teva Pharmaceuticals: Exec. Director,

Head of Specialty Medicines Supply Chain

• Teva Pharmaceuticals: Exec. Director,

Global Supply Chain and Operations Strategy

• PwC Consulting Europe: Head of Supply Chain

Strategy, Emerging Markets

• PwC Consulting U.S.: Senior Director,

Supply Chain Transformation

Executive Committee

membership key

Compliance Committee

SEC Disclosure Committee

Sustainability Committee

U.K. MAR Disclosure Committee

Indivior Annual Report and Accounts 2024 |

Governance

Corporate governance statement

In May 2024, the Company obtained shareholder approval to

transfer its listing category on the Official List of the U.K.

Financial Conduct Authority (FCA) and on the Main Market of the

London Stock Exchange (LSE) from the "Premium Listing

(commercial company)" category to the "Standard Listing

(shares)" category (Listing Transfer). The Listing Transfer took

effect on June 27, 2024, and this enabled the orderly process to

relocate the Company’s primary listing from the U.K. to the U.S.

on that date. On July 29, 2024, the FCA implemented a series of

reforms to its U.K. Listing Rules which removed the “premium”

and “standard” listing categories and introduced new categories

in their place. As a result, the Company was mapped to a new

“Equity Shares (Transition)” category on that date.

U.K. Corporate Governance Code

From January 1, 2024 to the Listing Transfer on June 27, 2024, as

a premium listed company, Indivior was required to apply the

principles and comply or explain non-compliance with the

provisions of the U.K. Corporate Governance Code 2018 (U.K.

Code). The U.K. Code, published by the U.K. Financial Reporting

Council (FRC), sets out the standards of good practice in relation

to board leadership and company purpose; division of

responsibilities; composition, succession and evaluation; audit,

risk and internal control; and remuneration.

As a result of the Listing Transfer on June 27, 2024, the

requirement to apply the U.K. Code principles and comply or

explain non-compliance with its provisions fell away. However,

notwithstanding this, the Company chose to continue to apply

the U.K. Code on a voluntary basis during the period from June

28, 2024 to December 31, 2024. From January 1, 2024 to June 27,

2024, when the Company was required to apply the U.K. Code, it

was in full compliance with the U.K. Code provisions.

For the purpose of Rules 7.2.1 to 7.2.3 of the FCA Disclosure

Guidance and Transparency Rules, the Company was subject to

the U.K. Code from January 1, 2024 to June 27, 2024 and

voluntarily applied the U.K. Code from June 28, 2024 to

December 31, 2024. The U.K. Code is available on the FRC’s

website at www.frc.org.uk.

Corporate Governance

New governance framework

Following the Listing Transfer and the changes to the Company’s

listing category in the U.K. as described above, during the year

the Board undertook a comprehensive review of its governance

framework to ensure it supports the Company as it continues its

transition to the requirements of a U.S.-listed domestic filer,

while also meeting the requirements of an “Equity Shares

(Transition)” issuer in the U.K.

Pursuant to that review, effective January 1, 2025, the Board

adopted new Corporate Governance Guidelines which describe

the principles and practices the Board will follow in carrying out

its responsibilities. In addition, each Board Committee’s Terms

of Reference was replaced by a U.S.-style Charter. To further

align with U.S. practices, the Remuneration Committee changed

its name to the Compensation Committee and the Senior

Independent Director was re-designated the Lead Independent

Director. These changes are designed to meet the governance

expectations and requirements to which a U.S.-listed domestic

filer is expected to adhere. The new Corporate Governance

Guidelines and Board Committee Charters are available at

www.indivior.com.

Board leadership and company purpose

Role of the Board

The primary role of the Board is to lead Indivior in a way that

promotes its long-term sustainable success for the benefit of all

its stakeholders, creating value for shareholders and

contributing to wider society. The Board provides strategic

leadership and oversight of the Group’s operations, either

directly or through the work of its principal Committees, within

a framework of prudent and effective controls. It has ultimate

responsibility for the supervision and monitoring of the Group’s

governance, principal risks, and control framework. The Board is

responsible for setting the long-term business strategy and

establishing Indivior’s purpose, vision and values, which

together underpin the culture of the business.

The Board is responsible for ensuring there is a robust and

transparent governance framework in place. This framework

defines the responsibilities and accountabilities of Board

members, both collectively and individually, as well as those of

the principal Committees established by the Board to support

its leadership and oversight role.

Indivior Annual Report and Accounts 2024 |

Governance

Chair

The Chair leads the Board and is responsible for ensuring its overall effectiveness. The Chair works with the Chief Executive Officer and the

Company Secretary to set the Board’s agenda and ensure that all Directors receive timely and clear information. The Chair also works closely

with the Lead Independent Director and the Non-Executive Directors. A part of each Board meeting is reserved for a private session of the Chair

and the Non-Executive Directors.

Lead Independent Director

The Lead Independent Director

acts as a sounding board for

the Chair and can be an

intermediary for the other

Directors and shareholders

when required. She leads the

other Non-Executive Directors in

the annual performance

evaluation of the Chair.

Chief Executive Officer

The Chief Executive Officer has

delegated responsibility from

the Board for the day-to-day

leadership of the business. He is

supported in this role by the

Executive Committee.

Non-Executive Directors

Through their broad range of

skills and experience, the

Non-Executive Directors bring

judgment, oversight, and

constructive challenge to the

Executive Directors, holding their

performance to account against

agreed performance objectives.

Company Secretary

The Company Secretary ensures

that the Board receives

appropriate and timely

information and provides

adviceand support to the

Chair,Board, and senior

management on regulatory and

governance matters.

Audit & Risk

Committee

Oversight of financial

reporting, audit, and risk.

Nomination

Committee

Oversight of Board and

Committee composition

and succession planning.

Compliance,

Ethics

& Sustainability

Committee

Oversight of the Group’s

Global Integrity &

Compliance Program and

approach to ethical,

responsible, and

sustainable conduct.

Compensation

Committee

Oversight of the link of

reward to strategy.

Science

Committee

Oversight of R&D strategy

and pipeline development.

Executive

Committee

Comprises key functional

leaders from the business

and is chaired by the

Chief Executive Officer.

Meets monthly and its

purpose is to assist the

Chief Executive Officer in

discharging his duties

and to have oversight of

the implementation of

the Group’s strategic plan.

Biographical details of

the members of the

Executive Committee are

on pages 76 to 77.

SEC Disclosure

Committee

Comprises key functional

leaders, including, but not

limited to, representation

from finance, investor

relations, and legal

functions.

Meets as necessary and

assists the Chief Executive

Officer and the Chief

Financial Officer in

fulfilling their

responsibility for

oversight of the accuracy

and timeliness of

disclosures made by the

Company to the U.S.

Securities and Exchange

Commission.

Compliance

Committee

Comprises all members of

the Executive Committee

and is chaired by the

Chief Integrity and

Compliance Officer.

Meets monthly and is

responsible for

overseeing compliance

with applicable laws and

rules and regulations

related to certain Indivior

business operations. The

Committee has oversight

of the Group’s Global

Integrity & Compliance

Program.

U.K. MAR

Disclosure

Committee

Comprises the Chief

Financial Officer, the

Chief Commercial Officer,

the Chief Legal Officer,

the Chief Scientific Officer,

and the Company Secretary

and is chaired by the

Chief Financial Officer.

Meets as necessary and

oversees disclosures in

accordance with the U.K.

Market Abuse Regulation

and the FCA’s Disclosure

Guidance and Transparency

Rules.

Sustainability

Committee

Comprises all members of

the Executive Committee

and is co-chaired by the

Chief Strategy and

Operating Officer and

Chief Manufacturing and

Supply Officer.

Meets quarterly and has

responsibility for the

development,

implementation and

monitoring of the Group’s

sustainability strategy.

Executive Committees

Principal Board Committees

Indivior Annual Report and Accounts 2024 |

Governance

Matters reserved for the Board

The Board has a schedule of matters specifically reserved for its decision-making and approval which is regularly reviewed. The key

areas reserved to the Board include:

Purpose, values,

andculture

• Establish the Group’s purpose, values, and strategy and satisfy itself that these are aligned with the

Group’s culture.

• Assess and monitor the Group’s culture.

Strategy and risk

assessment

• Determine the Group’s overarching strategy.

• Determine the nature and extent of the principal risks the Group is willing to take in order to achieve

its long-term strategic objectives.

• Carry out a robust assessment of the Group’s principal and emerging risks and opportunities.

Operational and

financial management

• Approval of annual budget and corporate plans.

• Approval of the Company’s dividend policy.

• Approval of any increase in, or significant variation in, the terms of the borrowing facilities of

theGroup.

• Approval of major capital projects, acquisitions or divestments.

• Approval of capital expenditure projects outside the scope of the approved annual budgets

andplans.

Financial reporting and

internal controls

• Approval of annual, half-yearly, and quarterly financial reports and the reports included therein.

• Ensure the maintenance of a sound system of internal control and risk management.

Board composition and

succession planning

• Review the structure, size, and composition of the Board and its Committees.

• Consider recommendations from the Nomination Committee regarding appointments to the Board

and its Committees.

• Consider reports from the Nomination Committee regarding Non-Executive and Executive

successionplans.

Governance and

compliance

• Undertake a formal and rigorous annual review of the Board’s performance and that of its

Committees and individual Directors.

• Approval of Directors’ conflicts of interest.

• Oversee the Group’s Global Integrity & Compliance Program.

Ethics & sustainability

• Review the Group’s confidential reporting hotline facility (EthicsLine) and ensure that arrangements

are in place for investigations and follow-up action.

Stakeholder engagement

• Establish an effective method for gathering the views of the Group’s workforce and keep this

mechanism under review.

• Consider the interests of the Group’s shareholders and other key stakeholders in its discussions

anddecision-making.

Corporate Governance continued

Indivior Annual Report and Accounts 2024 |

Governance

Board and Committee attendance

Directors are expected to attend all Board meetings, other than in exceptional circumstances. The Board met seven times during the

year in accordance with its scheduled meeting calendar. Of these meetings, five were held in person (three in the U.S. and two in the

U.K.) and two by video conference. In addition, the Board met a further 17 times by video conference to consider other matters,

including preliminary financial results, the transfer of the Company’s primary listing to Nasdaq, the strategic viability of PERSERIS,

updates to FY 2024 guidance, the share buyback program, engagement with Oaktree, the relationship agreement with Scopia,

theappointment of new Non-Executive Directors, and the Group’s opioid multi-district litigation and Healthcare Services Corp

(HCSC) litigation.

Board and Committee attendance 2024

Independent

Date appointed

to the Board Board Audit & Risk Compensation

Compliance,

Ethics &

Sustainability Nomination Science

Peter Bains Yes August 2019 24/24 – 5/5 – 6/6 3/3

Joe Ciaffoni

Yes December 2024 – – – – – –

Mark Crossley n/a February 2017 23/24

– – – – –

Dr. Keith Humphreys Yes November 2023 21/24

– – 4/4 5/6

3/3

Jo LeCouilliard Yes March 2021 22/24

6/6 5/5 – 6/6 –

Barbara Ryan Yes June 2022 24/24 6/6 5/5 – 6/6 2/3

Mark Stejbach Yes March 2021 21/24

6/6 – 4/4 6/6 3/3

Juliet Thompson Yes March 2021 22/24

6/6 – 3/4

6/6 –

Dr. David Wheadon

Yes June 2024 16/18

– 3/3 – 5/5 2/2

Retired Directors

Graham Hetherington

n/a November 2019 19/24 – 4/5 3/4 2/6 –

Jerome Lande

n/a March 2021 22/24

– – 3/4 1/1 –

Dr. A. Thomas McLellan

n/a November 2014 1/1 – – 0/1 0/1 -

Ryan Preblick

n/a November 2020 22/24 – – – – –

Robert Schriesheim

n/a December 2024 – – – – – –

1. On January 1, 2025 the Remuneration Committee was renamed the Compensation Committee.

2. Joe Ciaffoni was appointed an Independent Non-Executive Director and a member of the Nomination Committee on December 16, 2024.

3. Mark Crossley did not attend one Board meeting as he had an interest in the matter being discussed.

4. Dr. David Wheadon was appointed an Independent Non-Executive Director and a member of the Nomination, Compensation, and Science Committees on June

1, 2024. He was appointed Chair of the Board on January 27, 2025.

5. Graham Hetherington stepped down from the Board as Chair on December 31, 2024. He did not attend five Board meetings for personal reasons.

6. Jerome Lande stepped down as a member of the Nomination Committee on May 31, 2024 and retired from the Board as a Non-Executive Director on December

31, 2024. He was unable to attend a Compliance, Ethics & Sustainability Committee meeting due to a conflicting appointment.

7. Dr. A. Thomas McLellan retired as a Non-Executive Director on February 29, 2024. He was unable to attend a Compliance, Ethics & Sustainability Committee

meeting and a Nomination Committee meeting due to attendance at international policy discussions on the development of treatment for Opioid Use Disorder.

8. Ryan Preblick stepped down from the Board as an Executive Director on December 31, 2024. He did not attend two Board meetings as he had interest in the

matters being discussed.

9. Robert Schriesheim was appointed an Independent Non-Executive Director and a member of the Nomination Committee on December 16, 2024. He stepped

down from the Board on March 2, 2025.

10. Non-Executive Directors attended all scheduled Board meetings. Non-attendance relates to those Non-Executive Directors who were unable to attend ad hoc

Board meetings which were called at short notice. In these cases, Non-Executive Directors were given the opportunity to discuss the subject matter with the

Chair ahead of the meetings and provide their feedback for consideration. In addition, Jerome Lande was unable to attend a Board meeting as he had an

interest in the matter being discussed.

11. Dr. Keith Humphreys was unable to attend a Nomination Committee meeting which was called at short notice due to a prior commitment.

12. Juliet Thompson was unable to attend a Compliance, Ethics & Sustainability Committee meeting due to a conflicting appointment.

13. Barbara Ryan was unable to attend a Science Committee meeting due to a conflicting appointment.

Indivior Annual Report and Accounts 2024 |

Governance

Corporate Governance continued

Providing strategic leadership

Our four strategic priorities provide the backdrop against which every item of business is considered, and every decision is made, by

the Board.

Our four strategic

priorities for value

creation:

2024 Annual strategy day

In September 2024, the Board held its annual strategy day.

Ahead of this, Directors were asked to share their

perspectives to help shape and focus the agenda through

individual “Seek the Wisdom” sessions with the Chief

Strategy and Operating Officer.

Attendees

All Directors were in attendance for the annual strategy day

discussions. Executive Committee members, other senior

leaders and a physician attended for parts of the session

asappropriate.

What the Board considered

The focus of the day was to undertake a deep dive into

Indivior’s strategy, including capital allocation choices and

priorities for the year ahead. The session also provided an

opportunity for the Board to reflect upon the Group’s recent

performance, leadership, and investor perspectives.

The Board began by revisiting the output of its 2023 strategy

day where it had been agreed that the drive towards the

goal of SUBLOCADE net revenues of >$1.5bn remained a

keypriority.

The Board considered the 2023 strategy day output in the

context of the current environment – including the

significant gaps in OUD treatment and opportunities in the

LAI category. The Board also considered the investments

required to expand into SUD adjacencies, the current

SUBLOCADE headwinds and the disappointing study results

of AEF0117 in participants with CUD.

Following these considerations, the Board considered an

in-depth analysis from management on the external

transitory pressures impacting SUBLOCADE’s performance

including Medicaid patient reductions, a cyberattack on a

major medical claims processor, and a changed market

backdrop, with a new competitor to SUBLOCADE in the U.S.

market. Notwithstanding these pressures, management

remained firm in its conviction that SUBLOCADE had a

differentiated and optimal profile for OUD patients and

believed that it would best meet the increasing challenges

that synthetic opioids were presenting to OUD patients and

treatment providers.

In the context of the above, management’s recommendation

was to narrow the focus to OUD and to reinvest further

behind SUBLOCADE to reignite its growth trajectory.

Outcomes

The Chair and Non-Executive Directors held a private

session without the Executive Directors to consider

management’s proposed strategy. The Chair and Non-

Executive Directors confirmed their alignment with

management’s view that the Group’s strategy be streamlined

to focus on the core opportunities in OUD treatment.

The Board confirmed its alignment with the investments to

fuel SUBLOCADE’s growth in 2025, noting that these would

be funded through a cost-optimization program.

1. Grow

SUBLOCADE

>$1.5bn

2. Diversify

Revenue

3. Progress

the Pipeline

4. Optimize

Our Operating

Model

Indivior Annual Report and Accounts 2024 |

Governance

Principal activities undertaken by the Board in 2024

The Directors consider that they met sufficiently frequently to enable them to discharge their duties effectively. Details of the

principal matters discussed and decisions made during the year are shown in the following table.

Consideration of all of the Group’s stakeholders is an integral part of the Board’s decision-making and is predicated on discussions

held with stakeholders. Further information on the Group’s engagement with stakeholders can be found in the Strategic Report on

pages 24 to 30.

Matters

considered Board action

Purpose, values,

andculture

• The Board reviewed and discussed the results of the 2024 employee Culture Survey. The Chief Human

Resources Officer attended the July Board meeting to provide insights from the survey. Further

information can be found on page 85.

• Jo LeCouilliard and Mark Stejbach, Non-Executive Directors with responsibility for Workforce Engagement,

provided feedback to the Board on an employee engagement event they led with members of the

Culture Champions Network at the Company’s Richmond headquarters. Further information can be

found on page 86.

• Juliet Thompson and Jo LeCouilliard, Lead Independent Director and Non-Executive Director respectively,

briefed the Board on their visit to the Company’s Fine Chemical Plant and R&D facilities in Hull, U.K.

Strategy and risk

assessment

• The Board held a strategy day session in September 2024. Further information can be found on page82.

• The Board reviewed various strategic options for PERSERIS, ultimately concluding that there was no

longer a path forward that was financially viable. As a result, the Board agreed to cease all promotion

and marketing support activities relating to PERSERIS. Further information can be found in note 29 of the

Notes to the Group financial statements on page 178.

• The Board received a comprehensive presentation on cybersecurity including an update from an

external cybersecurity expert on industry cyber risks and current cyber threats to Indivior, particularly in

relation to artificial intelligence risks, ransomware attacks, and third party/vendor attacks. The Board

reviewed the results of an external cybersecurity assessment of Indivior which indicated that Indivior

was operating at a high level and was advanced in its cybersecurity posture compared to the industry at

large and there had been no material cybersecurity incidents involving Indivior’s assets. In addition, the

Board received an overview of the Group’s cybersecurity strategy.

• The Board initiated a consultation with shareholders on the proposed transfer of the Company’s primary

listing from the U.K. to the U.S. Following consultation feedback, the Board considered the optimal timing

for the transfer and the likely impact of the transfer in the short and longer term, and reviewed and

monitored the Company’s preparedness for the transfer. The Board agreed to seek shareholder approval

for the transfer at a general meeting in May 2024. The Board also received regular updates on the FCA’s

proposed reforms to its Listing Rules and the impact of the implementation of these reforms on the

transfer of primary listing.

• The Board approved the entry into mediation discussions and a proposed settlement agreement with

end payor plaintiffs in the Health Care Services Corp (HCSC) consolidated cases.

• The Board reviewed, with counsel, the Group’s litigation and legal strategy.

• The Board undertook a robust assessment of the Company’s emerging and principal risks.

Further information regarding the Group’s approach to risk management, including the management of its

principal and emerging risks, can be found on pages 61 to 70

Financial and

operational

performance

• The Board received an update on the operational performance of the business at each scheduled

meeting. In particular, the Board received regular updates on, and analyzed, the financial performance

of SUBLOCADE.

• The Board reviewed the Group’s use of capital and approved the implementation of a further $100m

share repurchase program, which commenced in August 2024, following completion of the share

repurchase program which had commenced in November 2023. Further information can be found in

Note23 to the Group financial statements onpage174.

• The Board approved the $400m refinancing of Indivior’s credit facility. Further information can be found

in Note 17 to the Group financial statements on page 166.

Indivior Annual Report and Accounts 2024 |

Governance

Matters

considered Board action

Financial

reporting and

internal

controls

• The Board reviewed and approved the FY 2023 preliminary announcement, the Q1 2024 results announcement,

the 2023 Annual Report and Accounts, the 2024 half-year results announcement and the Q3 2024 results

announcement.

• On the recommendation of the Audit & Risk Committee, the Board agreed to recommend the re-

appointment of PricewaterhouseCoopers LLP (PwC) as the External Auditor.

• Supported by the Audit & Risk and Disclosure Committees, the Board reviewed the 2023 Annual Report and

Accounts and concluded that, when taken as a whole, it is fair, balanced, and understandable and provides

the information necessary for shareholders to assess the Group’s position, performance, business model

and strategy. The Board noted the Audit & Risk Committee's review of the going concern assumption and

Viability Statement and considered it appropriate to adopt the going concern basis of accounting in the

preparation of the financial statements. The Board approved the Viability Statement which can be found on

page 71. The Statement of Directors’ Responsibilities can be found on page 129.

• Supported by the Audit & Risk and Disclosure Committees, the Board reviewed and approved the Annual

Report on Form 20-F.

• All matters discussed by the Audit & Risk Committee were summarized to the Board for consideration or

approval. Further information regarding the work of the Audit & Risk Committee, including its review of the

effectiveness of internal control and risk management systems and any significant internal audit findings in

2024, can be found on pages 90 to 97.

Board

composition

and succession

planning

• The Board approved the appointment of Dr. David Wheadon as an Independent Non-Executive Director effective

June 1, 2024. David was also appointed as a member of the Nomination, Compensation and Science Committees.

• Following engagement with Oaktree, the Company agreed to appoint additional Non-Executive Directors to

the Board. Joe Ciaffoni and Robert Schriesheim were appointed as Independent Non-Executive Directors on

December 16, 2024. Both Robert and Joe were also appointed as members of the Nomination Committee. In

addition, effective December 31, 2024, Ryan Preblick stepped down as an Executive Director whilst remaining

as CFO. This change aligns the Board composition with U.S. listed company practice.

• The Board, through the Nomination Committee, commenced a comprehensive search process to identify a

successor to the Chair, Graham Hetherington, following his decision to retire from the Board at the end of 2024.

Governance and

compliance

• The Chief Integrity and Compliance Officer attended two Board meetings to give a detailed update and

answer questions on the continued progress of the Group’s Global Integrity & Compliance Program.

• The Board approved the submission of the Annual Board of Directors’ Resolution as required by the U.S.

Department of Justice (DOJ) Resolution Agreement.

• The Board received refresher training on the expectations and indicia of an effective compliance program.

The training also provided a reminder of the Board’s obligations under Indivior’s government agreements.

• The Board approved the adoption of new Corporate Governance Guidelines and new Charters for the Audit

& Risk, Compensation, Compliance, Ethics & Sustainability, Nomination and Science Committees, all effective

from January 1, 2025.

Ethics and

sustainability

• The Board received updates from the Compliance, Ethics & Sustainability Committee on the work being

undertaken by that Committee.

• The Board reviewed and approved the Group’s Modern Slavery Statement, a copy of which can be found at

www.indivior.com.

• The Board approved a new Group Code of Conduct, designed to be more principles-based and interactive

than the previous Code.

• The Board reviewed and approved the disclosures against the TCFD framework for inclusion in the 2023

Annual Report. Please refer to the Task Force on Climate-related Financial Disclosures within the “Managing

Indivior’s Business Responsibly” section on pages 46 to 49 for more information on activities during 2024.

Stakeholder

engagement

• The Board held an in-person “patient conversation” with a patient who provided an overview of his personal

journey to recovery from OUD, achieved through treatment and counseling. He shared his perspectives

regarding recovery and responded to questions posed by theDirectors.

• The Board met with a physician experienced in treating OUD who shared her approach to, and experiences

of, treating OUD patients. The physician responded to questions posed by the Directors.

• The Chief Executive Officer and Chief Financial Officer provided an update on feedback from investors

following each quarterly results announcement and generally throughout the year.

• The Board was kept abreast of the views of shareholders during the year by management and presentations

from the Group’s brokers and sell-side analysts. The Board engaged with shareholders during the year and

entered into a Relationship Agreement with one of its largest shareholders, Oaktree, which included

agreement to make certain changes to the Board’s composition as described above.

Corporate Governance continued

Indivior Annual Report and Accounts 2024 |

Governance

Our culture

It is critical to Indivior’s strategy and long-term success that

there is a culture and set of values that are widely understood

and that guide the organization in everything it does, and

indeed the Group’s culture is considered one of its key

strengths. Our culture, driven by our Guiding Principles, puts our

purpose into action. Our Guiding Principles shape our decision-

making process and provide a blueprint for all our activities.

Westrive to cultivate a culture of integrity and commit to high

standards of governance, while putting the needs of our

patients front and center.

The Board has responsibility for assessing, embedding, and

monitoring the culture of the Group and ensuring that it is

aligned with its policies and practices.

How the Board assesses and monitors culture

The Board recognizes that a thriving culture is an enabler for

the delivery of our vision and strategic priorities. It assesses

and monitors culture through the following:

In-depth review of annual Culture Survey

Each year the Group undertakes an externally-facilitated

employee Culture Survey. The results of the 2024 Culture Survey

were presented to the Board at its meeting in July 2024 by the

Chief Human Resources Officer. This gave the Board an

opportunity to take a deeper-dive assessment into culture. The

Board was pleased with the participation rate of 90% which

highlighted strong engagement and exceeded industry norms.

The Survey measured employees’ views on 22 essential

behaviors and the results for each behavior were compared to

our scores in prior years and those of a life sciences industry

benchmark. There were no significant changes in the overall

results compared to the 2023 survey and Indivior maintained

scores which were above the life sciences industry benchmark

on every measure. Mission alignment, values, and pride

remained the foundational strengths of culture. The Board

discussed the results of, and the key opportunities presented

by, the Survey.

Engagement with our Culture Champions

During the year, Jo LeCouilliard and Mark Stejbach, Independent

Non-Executive Directors with responsibility for Workforce

Engagement, attended a session with members of the Culture

Champions Network at our Richmond headquarters. The

outcomes from that event were discussed at the July 2024 Board

meeting. In particular, the impact of the decision to discontinue

the promotion and marketing supporting activities relating to

PERSERIS and the consequential workforce reduction were

discussed, noting that this had impacted morale.

The Board believes that Indivior’s culture continues to thrive.

Notwithstanding Indivior’s positive culture, the Board recognizes

that embedding and monitoring culture is an ongoing process if

it is to remain a key competitive advantage enabling Indivior to

drive sustainable and strategic business growth.

Recognition of Indivior’s culture

During the year, Indivior was recognized as one of the U.K.’s Best

Workplaces in BioPharma™ and one of the U.K.‘s Best

Workplaces for Women

by Great Place To Work® U.K. The

“Great Place to Work” certification utilizes company culture as

the global benchmark for measuring outstanding employee

experience, including engagement, leadership, wellbeing, and

fairness.

Engaging with our stakeholders

As part of its decision-making processes, the Board considers

the interests of shareholders, key stakeholders, and wider

society. Further information regarding the Board’s stakeholder

engagement activities can be found in the “Stakeholder

Engagement” section set out on pages 24 to 30 of the Strategic

Report and the “Managing Indivior’s Business Responsibly”

section on pages 32 to 45. Further information regarding the

Board’s activities during the year, including examples of how it

considered the interests of stakeholders, is provided in the

“Principal activities undertaken by the Board in 2024” section on

pages 83 to 84.

Our Guiding Principles

Focus on patient needs to drive decisions

Seek the wisdom of the team

Believe that people's actions are well-intended

Care enough to coach

Demonstrate honesty and integrity at all times

See it, own it, make it happen

Indivior Annual Report and Accounts 2024 |

Governance

Workforce engagement

The July 2024 Board meeting was held in the Company’s

Richmond headquarters and the Board took the opportunity to

hold a number of employee engagement events. This included

an employee luncheon which allowed the Non-Executive

Directors to hear employees’ views firsthand. An engagement

event with members of the Culture Champions Network, and a

dinner with the Executive Committee and selected direct

reports, allowed the Board to meet with developing talent and

high potential employees.

Jo LeCouilliard and Mark Stejbach, Non-Executive Directors

responsible for Workforce Engagement, provided feedback to

the Board on the engagement event with members of the

Culture Champions Network. They reported that employee

morale had been impacted by the announcement concerning

the discontinuation of PERSERIS promotion and marketing

support activities, but the Culture Champions had commended

the transparency of management’s communications. They also

commended the Group’s hybrid working policy, which was

considered to be operating well.

Earlier in the year, Juliet Thompson and Jo LeCouilliard, Lead

Independent Director and Independent Non-Executive Director

respectively, visited the Group’s Fine Chemical Plant and R&D

facilities in Hull, U.K.

Workforce policies and practices

The Board keeps workforce policies and practices under review

to ensure they are consistent with the Group’s values and

support the long-term sustainable success of the Group. The

Group’s Code of Conduct (“Doing the Right Things Right”) sets

out standards expected of the workforce and how these

standards align with the Group’s culture and Guiding Principles.

During the year, the Chief Integrity and Compliance Officer

updated the Board on the continued focus on the Group’s

Global Integrity & Compliance Program, including key program

enhancements and compliance with the Resolution Agreement.

Pursuant to the Resolution Agreement, members of the Group

are subject to certain ongoing reporting and compliance

requirements, including to the U.S. Department of Justice, U.S.

Federal Trade Commission, and the U.S. Department of Health &

Human Services Office of Inspector General. Further information

on the Resolution Agreement and the ongoing reporting and

compliance requirements can be found in the “Commitment to

Transparent Disclosure” section on page31.

The Chief Integrity and Compliance Officer provided an overview

of reports received via the confidential reporting hotline facility

(EthicsLine), which provides a facility for members of the

workforce to raise concerns in confidence and (where local

regulations permit) anonymously.

In 2023, the Group evolved its “Speak Up” program for the

reporting and handling of potential concerns. As part of this

evolution, workforce members are encouraged to present ideas,

raise concerns and ask questions through a number of different

channels: through their immediate supervisor, through the

Integrity & Compliance, Human Resources, and Legal functions,

or by using the EthicsLine confidential reporting facility.

Managers and functions are responsible for maintaining an

“open door” for workforce members who may need or want to

reach out to them. This initiative has had a positive impact on

reporting, including individuals self-reporting issues that

havearisen.

The Compliance, Ethics & Sustainability Committee routinely

reviews reports received via the EthicsLine and monitors the

case management and investigation process at each meeting.

The Board has ultimate responsibility for the Group’s

confidential reporting facility and there is a process in place for

promptly escalating significant reports.

During the year, the Board reviewed a summary of the reports

received through the confidential reporting facility and the

arrangements in place for investigation and follow-up action.

Further information regarding the Group’s Global Integrity &

Compliance Program, including the 2024 program highlights, can

be found in the “Managing Indivior’s Business Responsibly”

section on pages 32 to 49.

The Compensation Committee is responsible for reviewing

workforce remuneration and related policies and the alignment

of incentives with culture. Further information regarding the

Compensation Committee’s review in 2024 can be found on

page 119.

Engagement with shareholders

The Board recognizes the importance of regular, effective and

constructive communications with its shareholders.

The principal opportunity for shareholders to engage with the

Board is at the AGM. The 2024 AGM was held in person at the

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

The AGM provides an opportunity for shareholders to put

questions to the Board and to vote on the resolutions set out in

the Notice of Meeting.

All resolutions are voted on by way of poll, with one vote for

each share held, which the Board considers a more democratic

method of voting. The results of the poll were announced to the

LSE and published on Indivior’s website shortly after the end of

the AGM.

Prior to the AGM, the Board receives and considers corporate

governance and voting guidelines issued by the Company’s

major institutional shareholders, representative bodies, and

proxy advisory organizations.

Corporate Governance continued

Indivior Annual Report and Accounts 2024 |

Governance

The Group announces its financial results on a quarterly basis,

and these are released to the LSE via an authorized Regulatory

Information Service, and subsequently published on the Group’s

website. In addition, the results are also furnished to the U.S.

Securities and Exchange Commission. Results announcements

are accompanied by a presentation for analysts and investors

from the Chief Executive Officer, Chief Financial Officer and

other executives; these are webcast live and archived on the

Group’s website. These presentations include question and

answer sessions where attendees are invited to ask questions.

The Chair seeks engagement with major shareholders when

appropriate. During the year, the Board engaged extensively

with shareholders in relation to the Relationship Agreement

with Oaktree and the appointment of new Independent Non-

Executive Directors.

The Chair of the Compensation Committee also engaged with

major shareholders on executive remuneration matters.

2025 Annual General Meeting

The 2025 AGM will be held at the Marlborough Theatre,

No. 11 Cavendish Square, London, W1G 0AN on May 8, 2025.

Division of responsibilities

Board balance and independence

There is a clear division of responsibilities between the

leadership of the Board and the executive leadership of the

business. The roles of the Chair, Chief Executive Officer and

Lead Independent Director are clearly separated and set out in

writing. Their division of responsibilities, plus the matters

reserved for the Board and the Charter for each principal

Committee, ensure that no single individual can have unfettered

powers of decision-making.

On December 31, 2024, Graham Hetherington, Chair, Jerome

Lande, Non-Executive Director, and Ryan Preblick, Chief

Financial Officer, stepped down from the Board. Following this

change, the Board comprised the Chief Executive Officer and

nine Non-Executive Directors. On January 27, 2025, Dr. David

Wheadon, an Independent Non-Executive Director, was

appointed as Chair. On January 31, 2025, Daniel Ninivaggi was

appointed an Independent Non-Executive Director. On March 2,

2025, Robert Schriesheim stepped down from the Board as an

Independent Non-Executive Director. The Board currently

comprises the Chair, Chief Executive Officer and eight Non-

Executive Directors

The Board considers the independence of its Non-Executive

Directors annually. In 2024, this consideration was based on the

criteria in the U.K. Code and followed review by the Nomination

Committee. As at December 31, 2024, following the retirement of

Jerome Lande, the Board considered that all Non-Executive

Directors were independent.

The Non-Executive Directors bring an external perspective to

Board discussions. The Company has benefited from the broad

range of skills and experience that the Non-Executive Directors

provide from different businesses and fields, including the

pharmaceutical, financial, and research sectors. They offer

specialist advice, constructive challenge, and strategic guidance

to the Executive Directors as well as holding them toaccount.

Throughout the year the Non-Executive Directors helped to

shape the Group’s strategy, scrutinized the performance of

management, agreed goals and objectives, and monitored the

Group’s risk profile and reporting of performance.

Board processes and the role of the

CompanySecretary

The Company Secretary ensures that the Board receives

appropriate and timely information and provides advice and

support to the Chair, Board, and senior management on

regulatory and governance matters. All Directors have access to

the Board portal, which is used to distribute Board and

Committee materials and governance resources.

Board meetings are scheduled well in advance. Where it is

necessary to call meetings at short notice, efforts are made to

find suitable times when all Directors can attend. Where this is

not possible, Directors are provided with briefing materials and

can discuss any agenda item with the Chair, Chief Executive

Officer, or relevant Committee Chair. In addition, updates and

analysts’ notes are uploaded to the Board portal to ensure that

Directors are kept apprised of developments.

All Directors have direct access to the advice and services of the

Company Secretary. Directors may also obtain independent

professional advice at the Company’s expense.

Time commitment

The letters of appointment for the Chair and Non-Executive

Directors state the expected time commitment to fulfill their

roles. The Chair and Non-Executive Directors are expected to set

aside sufficient time to prepare for meetings. The Board is

satisfied that all Directors continue to devote sufficient time to

discharge their duties effectively.

Composition, succession, and evaluation

Appointment and reappointment of Directors

There is a formal, rigorous, and transparent procedure for the

appointment of new Directors. The process for new

appointments is led by the Nomination Committee, which

makes recommendations to the Board.

All Directors will stand for reappointment at the 2025 AGM.

The2025 Notice of AGM includes a biography for each Director

setting out the skills they bring to the Board and why their

contribution is, and continues to be, important to the long-term

success of the Group.

Further information regarding the process for the appointment

of the Chair, Chief Executive, and Non-Executive Directors can

be found in the Nomination Committee Report on page 100.

Indivior Annual Report and Accounts 2024 |

Governance

Succession planning

The Nomination Committee is responsible for developing and

overseeing the succession plans for the Board and senior

management and, as part of this review, takes consideration of

the length of service of each Director. The Committee also

considers the skills and experience of each of the Directors and

maintains a skills matrix. Appointments and succession plans

are based on merit and objective criteria.

Further information regarding the review of succession planning

in 2024 can be found in the Nomination Committee Report on

pages 98 to 101.

Board performance review

2024 performance review

The Board recognizes the benefits of undertaking a rigorous

review of its own performance and that of its Committees and

individual Directors. A review is undertaken every year and is

normally carried out externally every third year. The most recent

external review was undertaken in 2021/22.

The 2024 internal review was facilitated by the Chair, supported

by the Company Secretary and Lintstock, an independent

consultancy that does not have any other connection with

theCompany.

The review comprised an online survey, which was completed

by each Director and the Company Secretary. The responses to

the survey were collated and reports for the Board and each of

its Committees were prepared by Lintstock and distributed to all

Directors.

The key themes arising from the review were:

• reflecting the transition to a U.S. listing in the Board’s skills and

profile, ensuring there is adequate U.S. representation and

experience on the Board, and facilitating access to support on

the U.S. market, shareholder, and governance environments;

• giving greater focus to strategy and creating more time to

discuss this at the Board, particularly in light of changes in

the competitive environment, reviewing the current strategy

to ensure it remains fit for purpose, and giving further

consideration to diversification;

• supporting the pipeline, given the strategic importance of

delivering current and future assets and diversification, and

spending more time considering pipeline evolution at the

Board; and

• enhancing Board dynamics and meeting management,

increasing the time available for debate, reducing the time

spent on operational matters, and addressing the balance of

Director contribution.

The Board agreed on the following key priorities for the

yearahead:

• focusing on strategy and making more time for high-quality

strategic discussions;

• optimizing the business model and pipeline; and

• focusing on executive succession.

Board induction and training

New Directors receive a comprehensive, tailored induction

program, which takes into account their background, skills

and their position on the Board and Committees. The

Company Secretary facilitates the induction of Directors

and monitors ongoing training needs for the Board. Where

an existing Director takes on new responsibilities, they

receive additional training relevant to their new role.

Board induction of Dr. David Wheadon

Dr. David Wheadon was appointed as an Independent

Non-Executive Director in June 2024 and completed his

induction program during the year. His induction program

contained a number of core elements, including:

Induction pack

A comprehensive induction pack was provided, containing

key corporate documents, governance documents, and

copies of recent press releases and analysts’ notes.

Business induction

Meetings were scheduled with members of the Executive

Committee and key employees to provide an understanding

of the Group’s financial, R&D, and commercial operations.

Corporate governance

David attended a corporate governance induction session,

which was delivered by external counsel and covered the

role, duties, and responsibilities of a Director and U.K. and

U.S. legislative and regulatory matters.

Integrity and compliance

David completed compliance training modules relating to

Indivior’s Code of Conduct, CIA, and DOJ Compliance Measures.

Legal

The Chief Legal Officer provided an overview of the key

litigation matters impacting the Group.

Comprehensive induction programs, covering the same

topics, were developed for Joe Ciaffoni, Daniel Ninivaggi,

and Robert Schriesheim following their appointments.

Corporate Governance continued

Indivior Annual Report and Accounts 2024 |

Governance

During the remainder of the year, the Board implemented the

following actions in response to the matters highlighted:

• at the 2024 annual strategy day, considered an in-depth

analysis of SUBLOCADE’s performance and agreed that the

Group’s strategy be streamlined to focus on the core

opportunities in OUD treatment;

• the AELIS Phase 2b study did not meet its endpoints and

consequently the decision was made not to move forward

with the asset; and

• approved the recommendation to discontinue the

development of INDV-1000, a pre-clinical asset targeting

alcohol use disorder.

Audit, risk, and internal control

The Board has ultimate responsibility for internal control and

risk management systems and considers regular reviews, at

least annually, carried out by the Audit & Risk Committee, which

has responsibility for monitoring such systems.

Further information about the role and work of the Audit & Risk

Committee is set out in the Audit & Risk Committee Report on

pages 90 to 97.

Further information regarding the Group’s approach to risk

management, including the management of principal and

emerging risks, can be found on pages 61 to 70.

Board accountability

The Board is responsible for the integrity of the Group’s Annual

Report and Accounts and recognizes its responsibility to present

a fair, balanced, and understandable assessment of the Group’s

position and prospects.

The Board has assessed, together with the Audit & Risk and

Disclosure Committees, all information available in considering

the overall drafting of the Group’s Annual Report and Accounts

and the process by which it was compiled and reviewed. In

doing so, the Board ensured that adequate time was dedicated

to the drafting process so that linkages and consistencies were

worked through and tested. Drafts were reviewed by

knowledgeable executives and senior management not directly

involved in the year-end process.

The Board recognizes that this responsibility extends to interim

and other inside information, information required to be

presented in relation to statutory requests and reports to

regulators. In relation to these requirements, reference is made

to the Statement of Directors’ Responsibilities in respect of the

and financial statements set out on page 129.

Remuneration

Further information about our approach to remuneration and

the role and work of the Compensation Committee is set out in

the Directors’ Remuneration Report on pages 106 to 124.

Indivior Annual Report and Accounts 2024 |

Governance

At December 31, 2024, the membership

of the Committee was as follows:

• Juliet Thompson (Chair)

• Jo LeCouilliard

• Barbara Ryan

• Mark Stejbach

Details of attendance at Committee

meetings can be found on page 81

Audit & Risk Committee

On behalf of the Board, I am pleased to present the

Audit & RiskCommittee Report for the financial year ended

December 31, 2024.

This report provides an insight into the activities undertaken by

the Committee during the year and the key governance

responsibility which the Committee continues to fulfill in

ensuring the integrity of the Group’s published financial

information and the effectiveness of its risk management,

controls, and related processes. This report should be read in

conjunction with the separate section of compliance under the

U.K. Corporate Governance Code (U.K. Code) on page 78.

In April 2024, the Committee was notified by its External Auditor

that the FRC’s Audit Quality Review (AQR) team, as part of its

ordinary review process, was performing a review of the audit of

the Group’s financial statements for the year ended December

31, 2023. In November 2024, the AQR team notified the

Committee and External Auditor that no key findings were

identified in the work within the scope of their review. The

Committee discussed the results of the review with the External

Auditor and was satisfied as to the quality of the audit.

Also during the year, we recommended to the Board the

adoption of a new Committee Charter to replace our Terms of

Reference, effective January 1, 2025. Whereas the Terms of

Reference largely reflected the requirements of the U.K. Code

(which no longer applies to Indivior following the transfer of its

primary listing from the U.K. to the U.S.), the Charter is more

aligned to U.S. best practice. It reflects U.S. governance

requirements and expectations and will support our transition

to becoming a U.S. listed domestic filer.

The Committee will continue to work closely with the Board to

drive stakeholder value, to support the strategic ambitions of

the Group and address the opportunities and challenges that

2025 will bring.

Juliet Thompson

Chair of the Audit & Risk Committee

Members and meetings

Throughout the year, Juliet Thompson and Jo LeCouilliard were

both considered to have recent and relevant financial

experience and competence in auditing and accounting.

TheCommittee as a whole has financial and commercial

competence relevant to the sector in which the Group operates,

and each member of the Committee satisfies the relevant

independence requirements of the U.K. Code. Further

information on the skills, expertise, and experience of the

Committee members is set out on pages 74 to 75.

The Committee, throughout the course of the year, invited the

Chair of the Board, Chief Executive Officer, Chief Financial

Officer, Senior Vice President-Group Controller, Vice President-

Chief Audit Executive, Company Secretary, Chief Legal Officer,

Vice President-Tax, External Audit Partners, and other

representatives from management and the External Auditor to

attend Committee meetings. The Deputy Company Secretary

acts as the secretary to the Committee. The Committee reserves

the right to meet without any of these individuals present.

The Chair of the Committee reports to the Board, as a separate

Board agenda item, on the activity of the Committee and matters

of relevance. The Board has access to the Committee’s papers

and receives copies of the minutes of the Committee’s meetings.

For part of each Committee meeting, the members meet

separately with each of the Chief Financial Officer, Vice

President-Chief Audit Executive, and the External Auditor.

TheCommittee regularly meets privately without management

present. The Committee has unrestricted access to Group

documents, information, employees, and the External Auditor.

The Committee may also take independent professional advice

on any matters covered by its Charter at the Group’s expense.

Indivior Annual Report and Accounts 2024 |

Governance

Role and responsibilities

The Committee has an extensive agenda focused on its

responsibility to oversee and give assurance to the Board

regarding the integrity of financial reporting, internal controls

over financial reporting, risk management, and audit

arrangements. In discharging this responsibility, the Committee,

with the assistance of management and Indivior Audit Services

(the Group’s internal auditor), and interactions with the External

Auditor, focuses its attention in the following areas:

Financial oversight and reporting

• Monitoring the integrity of the Group’s financial reporting,

including all formal announcements relating to financial

results and compliance with accounting standards.

• Informing the Board of the outcome of the Group’s internal

and external audits and explaining how they contribute to the

integrity of financial reporting.

• Reviewing the Group’s strategy for management of key

financial risks and obtaining assurances that the Group has

followed appropriate accounting policies and made

appropriate estimates and judgments.

• Challenging, where necessary, the consistency of, and any

changes to, accounting and treasury policies, the clarity and

completeness of disclosures including exceptional items and

other adjustments, any adjustments resulting from the

external audit, the going concern assessment, assumptions

underlying the determination of viability, and compliance

with accounting standards.

• Reviewing the content of the quarterly, half-yearly, and

annual financial results and advising the Board of the

integrity of each. Further information is set out on page 92.

Narrative reporting

• Reviewing a draft copy of the Committee’s Report for

inclusion in the Annual Report and Accounts.

• Considering whether, taken as a whole, the Annual Report and

Accounts is fair, balanced, and understandable and provides the

information necessary for shareholders to assess the Group’s

position and performance, business model, andstrategy.

• Reviewing and approving the going concern disclosure and

Viability Statement to be included in the Annual Report

andAccounts.

Risk management

• Assisting the Board in relation to its robust assessment of the

principal and emerging risks facing the Group and the

prospects of the Group for the purposes of disclosures

required in the Annual Report and Accounts and the interim

financial statements issued across the year.

• Monitoring the Group’s policies, procedures, and controls for

preventing fraud, bribery, and money laundering.

Internal controls

• Reviewing the effectiveness of the Group’s internal controls

over financial reporting, including the policies and overall

processes for assessing financial control and the

effectiveness of corrective action taken by management.

Further information is set out on page 93.

Internal audit

• Monitoring and reviewing the effectiveness of the Indivior

Audit Services function in the context of the Group’s overall

governance, risks, and controls framework.

• Considering and reviewing the remit of the Indivior Audit

Services function, ensuring it has adequate resources and

access to all information necessary to enable the effective

performance of the function. Further information is set out on

page 95.

• Reviewing progress against the Indivior Audit Services plan

along with any significant findings and the tracking of

remedial actions.

External audit

• Overseeing the relationship between the Group and the

External Auditor, advising the Board how the External Auditor

has contributed to the integrity of the Group’s financial

reporting process, and reporting to the Board whether the

audit contract should be put out to tender to comply with the

mandatory tender requirements or otherwise. Further

information is set out on pages 96 to 97.

• Reviewing and monitoring the External Auditor’s objectivity

and independence, agreeing the scope of their work,

negotiating and approving fees paid for the external audit,

overseeing the assessment of the effectiveness of the audit

process, and agreeing the policy in relation to the provision

of non-audit services.

The Committee’s Charter is available to view on the Company’s

website at www.indivior.com.

Indivior Annual Report and Accounts 2024 |

Governance

Audit & Risk Committee continued

The Committee’s annual work plan is linked to

events in the Group’s financial calendar including

standing items the Committee considers in

addition to any specific matters requiring the

Committee’s attention.

The Committee met a total of six times during the

year, which it considers sufficient to discharge its

duties effectively. Details of the principal matters

discussed during the year are set out below.

Financial oversight and reporting

• Received an update from the Chief Financial Officer on the

financial performance of the business at each scheduled

meeting, including market guidance where appropriate.

• Reviewed and recommended to the Board the quarterly,

half-yearly, and annual financial results, including any

recommended updates to market guidance.

• Reviewed matters relating to going concern, with

supporting analysis.

• Reviewed key accounting matters to ensure the Group

followed appropriate accounting policies and made

appropriate estimates and judgments.

• At scheduled Committee meetings, the Senior Vice President-

Group Controller presented an update on treasury operations,

including the application of the Group Treasury Investment

Policy. In July 2024, the Committee supported the Board in

reviewing capital allocation priorities and recommending a

further share repurchase program.

• Received a presentation from the Vice President-Tax regarding

proposed updates to the annual tax strategy, which were

approved by the Committee. A copy of the Group’s tax strategy

is available on the Group’s website at www.indivior.com.

• Received a presentation on U.S. Gross-to-Net margin analysis

from the Senior Vice President-U.S. Finance outlining the

Group’s approach, processes, estimates used, and judgments

taken with respect to rebates and similar arrangements when

determining the ultimate amount of net revenue to

berecorded.

• Reviewed the draft 2025 financial plan.

• Considered and approved management’s assessment of the

Group’s prospects and longer-term viability.

• Reviewed the Group’s debt refinancing strategy.

• Met privately with the Chief Financial Officer following each

scheduled meeting.

ACTIVITIES

DURING

THEYEAR

Indivior Annual Report and Accounts 2024 |

Governance

Narrative reporting

• Reviewed and approved a draft copy of the Committee’s

Report for inclusion in the Annual Report and Accounts. In

addition, and supported by the U.K. MAR Disclosure

Committee, considered whether, taken as a whole, the Annual

Report and Accounts is fair, balanced, and understandable

and provides the information necessary for shareholders to

assess the Group’s position and performance, business

model, and strategy.

• Reviewed and approved the going concern disclosure

andViability Statement to be included in the Annual Report

and Accounts.

• The Viability Statement is set out on page 71.

Risk management

• Reviewed the Group’s principal and emerging risks for

inclusion in the Annual Report and Accounts and financial

results announcements. Further information regarding the

Group’s principal risks is set out on pages 61 to 70.

• Reviewed the Group’s Enterprise Risk Management (ERM)

program and process.

• Reviewed the Group’s approach to cybersecurity and the

threats posed to the Group and discussed the same with the

Group’s Chief Information & Innovation Officer and Senior

Information Security Head.

• Reviewed climate-related risks as part of the Group’s

common risk assessment approach. Matters relating to

Climate-related Financial Disclosures are set out on pages 46

to 49.

Internal controls

• Reviewed the effectiveness of the Group’s risk management

and internal control systems covering all material controls,

including financial, operational, and compliance controls. The

internal control systems were in place throughout the year

under review and up to the date of approval of the Annual

Report and Accounts.

Internal audit

• Agreed the Indivior Audit Services plan for 2024 and reviewed

and approved the 2025 Indivior Audit Services plan. Both

plans factored key risks to the Group, including any potential

impact of global events on the Group’s strategic goals, with a

particular focus on data privacy and the Group’s Raleigh

production facility.

• Received presentations from the Vice President-Chief Audit

Executive on progress and delivery against the Indivior Audit

Services plan and results of Indivior Audit Services activities,

including significant findings and remediation plans (where

necessary).

• Reviewed the effectiveness of the Indivior Audit Services

function, including the annual quality assessment.

• The Committee met privately with the Vice President-Chief

Audit Executive following each scheduled meeting.

External audit

• Agreed the External Auditor engagement and audit fee for

2024 as well as the external audit plan for 2024.

• Considered accounting and audit matters from the

External Auditor’s reports issued throughout the year.

• Reviewed and approved updates to the Group’s policy

regarding engagement of the External Auditor.

• Reviewed the independence of the External Auditor and

approved the provision of non-audit services by the

External Auditor pursuant to the Group’s policy on

engagement of the External Auditor.

• The annual quality assessment of the External Auditor was

undertaken and reviewed by the Committee (see page 96).

• Considered the contents of a letter received from the FRC’s

Audit Quality Review team following a review of the

External Auditor’s 2023 audit. The Committee was satisfied

that no matters were identified.

• Recommended to the Board the reappointment of PwC as

the External Auditor.

• The Committee regularly meets privately with the External

Auditor without management present.

Other matters

• Received an update from the Group’s Chief Integrity and

Compliance Officer on the work of the Group’s Integrity &

Compliance function, including the “Speak Up” program.

• Recommended to the Board a further share repurchase

program, which was implemented in August 2024 and

completed on January 31, 2025.

• Reviewed the Group’s insurance program and made

various recommendations regarding the 2024/25 renewal

planning process.

• Reviewed the Directors’ & Officers’ Insurance program for

the Group.

• Reviewed and approved updates to the Group’s Related

Party Transactions Policy.

The Committee reviewed and recommended to the Board for

approval a new Charter to replace the Committee’s Terms of

Reference with effect from January 1, 2025.

Indivior Annual Report and Accounts 2024 |

Governance

Significant judgments

In preparation for each meeting, management produced

briefing papers on significant matters for review and discussion

by the Committee. Management are invited to attend Committee

meetings to respond to Committee inquiries. The following

areas of focus in relation to the Group’s Annual Report and

Accounts and other judgmental accounting areas were

considered and discussed with both management and the

External Auditor.

Critical accounting judgments and disclosures, and key

sources of estimation

When applying the Group’s accounting policies, management

must make a number of key judgments on the application of

applicable accounting standards, estimates, and assumptions.

These judgments and estimates are based on relevant factors.

The Committee considered and challenged management on key

judgments and sources of estimation covering a number of

areas underlying the Group’s financial statements and results,

including those discussed below.

Estimates for returns, discounts, incentives, and rebates were

discussed with the Committee. Further information can be

found in Note 2 to the Group financial statements.

The Committee considered management’s overall forecasts for

the Group in assessing going concern, viability, and

recoverability of deferred tax assets. These forecasts were also

considered in relation to the Parent Company financial

statements recoverability of the investments in subsidiaries

carrying value.

Additionally, management forecasts for OPVEE were considered

by the Committee in conjunctions with intangible asset

impairment and recoverability judgements.

Judgements regarding tax uncertainties and matters under

audit, including discussion of management’s rationale and

support, were evaluated by the Committee.

Although substantially mitigated as of year-end, during the year

the Committee discussed the uncertainty and potential

outcome of ongoing litigation matters the Group faced to

support judgements taken by management regarding recording

of provisions.

Given the judgments underlying certain matters disclosed in the

Annual Report and Accounts, the Committee has reviewed

management’s assumptions and inputs into their analysis and

development of the judgments, estimates, and disclosures and

discussed the critical nature of each with both management

and the External Auditor.

The Committee has satisfied itself that the Group’s accounting

policies and their application by management are appropriate.

The Committee is also satisfied with both the appropriateness

of analysis performed by management, including the judgments

made and estimates used, and the related disclosures.

Fair, balanced, and understandable assessment

At the request of the Board, the Committee assessed whether

the content of the 2024 Annual Report and Accounts, full-year

results announcement, and the full-year results presentation

were, taken as a whole, fair, balanced, and understandable.

In its assessment, consideration was given to whether key

information and messaging were included consistently across

the announcement, results presentation, and Annual Report

and Accounts. Drafts of the Annual Report and Accounts were

received by the relevant Board and Committee members during

the drafting process in sufficient time to allow for challenge to

the disclosures. Management also reported describing the

approach taken in the preparation of the Annual Report and

Accounts and highlighting the key messages and information.

The Committee advised the Board it was satisfied that, taken as

a whole, the Annual Report and Accounts is fair, balanced,

understandable, and provides the information necessary for

shareholders to assess the Group’s position, performance,

business model, and strategy.

Global events, including various national elections and conflicts

in Ukraine and the Middle East, among others, had the potential

to cause a range of implications for risk management and

corporate reporting during the year. Key risk factors and trends

have been considered in the assessment of the Group’s

principal and emerging risks and uncertainties.

Monitoring the integrity of reported financial

information

Ensuring the integrity of the financial statements and

associated announcements is a fundamental responsibility of

the Committee. During the year, the Committee reviewed the

Group’s FY 2023 preliminary results announcement, the 2023

Annual Report and Accounts, and the 2024 half-yearly and

quarterly financial results. Further, as at the date of this report,

the Committee also reviewed the FY 2024 preliminary results

announcement and this 2024 Annual Report and Accounts. In

doing so, these reviews considered:

• the accounting principles, policies, and practices adopted in

the Group’s financial statements, any proposed changes to

them, and the adequacy of their disclosure;

• the description of performance to ensure it was fair,

balanced, and understandable;

• accounting matters or areas of complexity, the actions,

estimates, and judgments of management in relation to

financial reporting, and the assumptions underlying the going

concern and viability statements;

• any significant adjustments to financial reporting identified

by the External Auditor;

• cybersecurity threats posed to the overall operating

effectiveness of controls;

• tax contingencies, compliance with statutory tax obligations,

and the Group’s tax strategy;

• litigation and contingent liabilities affecting the Group;

• treasury policies; and

• long-term funding options.

Audit & Risk Committee continued

Indivior Annual Report and Accounts 2024 |

Governance

Internal Audit

Indivior Audit Services, which formally reports to the Committee,

provides assurance and advisory services to senior

management and the Board primarily on the Group’s

governance, risks, and controls, in line with an agreed

auditplan.

Indivior Audit Services, led by the Vice President-Chief Audit

Executive, is composed of appropriately qualified and

experienced professionals. The Committee recognized that

throughout the year the Indivior Audit Services function had the

necessary blend of skills, experience, and quality of leadership

to understand all aspects of the Group worldwide. Third parties

may be engaged to support audit engagements as appropriate.

The Vice President-Chief Audit Executive has direct access to

and regular meetings with the Committee Chair and prepares

reports for Committee meetings on key activities and significant

observations, together with the status of management’s

implementation of audit remediations. The Committee has

unrestricted access to all of Indivior Audit Services’ reports.

During the year, the Committee monitored progress with the

audit plan and approved changes to the plan. Indivior Audit

Services and management work closely together to deliver the

audit plan and develop actions to remediate audit observations.

The Committee noted Indivior Audit Services’ continued

contributions in supporting and delivering value to the Group

and the Committee during the year, including in the

implementation and assessment of the Group’s framework for

internal control over financial reporting. The Committee was

satisfied with Indivior Audit Services’ organization and structure

and the quality, experience, and expertise of the function and

concluded it was effective throughout the year and remained

appropriate for the requirements of the Group.

Internal control over financial reporting and

riskmanagement

The Committee acknowledges its duty to assist the Board to

fulfill its responsibilities for the Group’s risk management and

internal control systems, including the adequacy and

effectiveness of the control environment, internal control over

financial reporting, and the Group’s compliance with the

U.K.Code.

During the year, all business areas prepared annual operating

plans and budgets. These are regularly reviewed and updated

as necessary. Performance against budget is monitored

centrally and is discussed at Committee and Board meetings.

The cash position of the Group is monitored daily by the

treasury function.

Clear policy guidelines are in place for capital expenditure and

investment decisions. These include budget preparation,

appraisal, and review procedures and delegated authority levels.

Effective controls ensure the Group’s exposure to avoidable risk

is minimized, and the Committee is cognizant of the material

controls within the Group, including, among other things, that

proper accounting records are maintained, financial information

used within all business areas is reliable and up-to-date, and

the financial reporting processes comply with relevant

regulatory reporting requirements.

Internal controls over financial reporting are in place for

preparation of consolidated accounts. Accordingly, the

Committee confirms there is a process for identifying,

evaluating, and managing the risks faced by the Group and the

operational effectiveness and monitoring of related controls, all

of which have been in place for the year under review and up to

the date of approval of the Annual Report and Accounts. The

Committee also confirms that it has regularly monitored the

effectiveness of risk management and internal control. This

encompasses policies and procedures that relate to the

maintenance of records, which accurately and fairly reflect

transactions, provide reasonable assurance that transactions

are recorded as necessary to permit the preparation of financial

statements, require representatives of the Group to certify that

their reported information gives a true and fair view of the state

of affairs of the business and its results for the year, and review

and reconcile reported data. The Senior Vice President-Group

Controller regularly updates the Committee on the Group’s

internal control over financialreporting.

The Committee, having regard to the above-referenced controls

coupled with support from Indivior Audit Services, is of the view

that the Group has an effective system of internal control.

Control processes are designed to manage, rather than

eliminate, the risk of assets being unprotected and guard

against their unauthorized use, culminating in the failure to

achieve business objectives. Internal controls provide

reasonable and not total assurance against material

misstatement or loss.

The Group’s Enterprise Risk Management process is designed to

identify, assess, manage, report, and monitor risks and

opportunities that may impact the achievement of the Group’s

strategy, objectives, and future success. This includes adjusting

the risk profile in line with the Group’s risk tolerances to

respond to new threats and opportunities.

To fulfill its duties, the Committee reviewed:

• medium- and longer-term strategic plans, reports on key

operational issues, tax, treasury, risk management, and

Indivior Audit Services reports;

• presentations from the Chief Information & Innovation Officer

outlining the Group’s approach to IT and cybersecurity;

• reports from Indivior Audit Services at each scheduled

Committee meeting covering key audit areas and any

deficiencies in the control environment covering internal

financial control, operational, IT, and risk management;

• reports from management on the oversight and progress of

ongoing work to ensure all aspects of financial reporting are

compliant with the requirements of differing regulatory

regimes; and

• the External Auditor’s reports to the Committee.

Accordingly, the Committee confirms its oversight of the process

for identifying, evaluating, and managing risks faced by the

Group. The Committee also confirms its oversight of the

operational effectiveness of the appropriate controls, all of

which have been in place throughout the year and up to the

date of approval of the 2024 Annual Report andAccounts, and

all of which accord with the respective guidance. The Committee

considered whether any matter required disclosure as a

significant failing or weakness in internal control during the

year; no such matters were identified.

Indivior Annual Report and Accounts 2024 |

Governance

Audit & Risk Committee continued

Misstatements

Throughout the year, management reported to the Committee

that they were not aware of any material misstatements or

immaterial misstatements made intentionally to achieve a

particular result.

External Auditor

PwC were appointed as the Group’s External Auditor on

demerger in December 2014 and were last re-appointed by

shareholders at the AGM in May 2024.

The U.K. External Audit team is led by Darryl Phillips (U.K. audit

partner), who was appointed following the conclusion of the

2021 year-end audit. The U.S. External Audit team is led by

Alison Mount (U.S. audit partner), who was appointed following

the conclusion of the 2023 year-end audit. Both the U.K. and U.S.

External Audit teams interact on a regular basis to share ideas,

utilize the work performed between each other where possible,

and jointly communicate responses to any key matters.

The Committee oversees the work undertaken by the External

Auditor and is responsible for the development,

implementation, and monitoring of policies and procedures on

the use of the External Auditor for non-audit services in

accordance with professional and regulatory requirements.

These policies are reviewed to ensure the Group benefits,

inacost-effective manner, from the cumulative knowledge

andexperience of the External Auditor while ensuring the

External Auditor maintains the necessary degree of objectivity

and independence.

The Committee considers the objectivity and independence of

the External Auditor regularly throughout the year. It receives

reports from the External Auditor on its internal quality controls

and independence rules and considers carefully the extent of

non-audit services provided. Accordingly, the Committee is of

the view that the External Auditor was objective and

independent throughout 2024.

During the year, the Committee continued to meet with the

External Auditor following Committee meetings, without

members of management being present, and reviewed key

issues within their scope of interest and responsibility. Such

meetings provided a forum for open dialogue and feedback.

External Auditor effectiveness

On behalf of the Board, the Committee is responsible for

assessing the effectiveness of the audit process. This

processwas in place throughout the year and post year-end

upto and including the date of approval of the Annual

Reportand Accounts.

In fulfilling its responsibilities in assessing the effectiveness of

the External Auditor, the Committee reviewed:

• the fulfillment by the External Auditor of the agreed

auditplan;

• reports highlighting the significant risks and key judgments

that arose during the audit and their resolution;

• a report from the External Auditor at each Committee

meeting; and

• fees charged for execution of the external audit.

The FRC’s AQR team routinely monitors the quality of the audit

work of certain U.K. audit firms through inspections of sample

audits and related quality processes. The AQR team selected to

review the Group’s financial statements for the year ended

December 31, 2023. The AQR provided a copy of its confidential

report, which was reviewed and discussed by the Committee

with the External Auditor. The Committee is satisfied there were

no key findings identified.

The Committee also monitors audit effectiveness by reviewing

the Audit Quality Implementation reports published by the FRC,

with particular reference to the FRC 2023/24 Audit Quality

Inspection and Supervision report into the largest U.K. audit

firms, published in July 2024. The Committee is also aware of,

acknowledges, and seeks to implement the FRC Audit

Committees and the External Audit: Minimum Standard,

published May 2023 (Minimum Standard).

As in previous years, the Committee received feedback from key

internal stakeholders in assessing the performance and

effectiveness of the External Auditor. This assessment was

undertaken by Lintstock, an independent evaluation

consultancy, on the quality of the External Auditor’s

communication, delivery, and interaction with key internal

stakeholders and included audit work undertaken by the

External Auditor in relation to the audit of the transition of

accounting framework from IFRS to U.S. GAAP as a result of the

transfer of the Group’s primary listing to the U.S.

The results were discussed with the Committee and the External

Auditor at the Committee meeting held in February 2025. The

Committee concluded that the overall working relationship with

the External Auditor was effective and that the audit had been

undertaken in an independent, constructive, and professional

manner with appropriate challenge.

To fulfill its responsibilities for oversight of the external audit

process, the Committee reviewed:

• the terms, remuneration, areas of responsibility, associated

duties, and scope of the audit as set out in the engagement

letter with the External Auditor;

• the Minimum Standard to ensure there was nothing of note

therein that differs from how the Committee operates;

• the overall audit plan and fee proposal;

• key accounting and audit judgments and how the External

Auditor applied constructive challenge and professional

skepticism when dealing with management;

• recommendations made by the External Auditor to the

Committee and the adequacy of management’s response;

• recent and historical performance of the External Auditor in

relation to the Group’s audits including the quality and

probity of communication with the Committee;

• the depth of understanding of the Group’s business,

operations and systems, and accounting policies and

practices; and

• the demonstration of professional integrity and objectivity to

rotate and select other key engagement partners at least

every five years or as otherwise required by applicable law

orregulation.

Indivior Annual Report and Accounts 2024 |

Governance

During the year, the External Auditor challenged management’s

judgments and assertions regarding:

• U.S. sales rebate adjustments and accruals; and

• focus on management’s forecasts used to support going

concern and recoverability of assets.

The Committee continues to review annually the appointmentof

the External Auditor, taking into account the External Auditor’s

effectiveness, independence, and Audit Partner rotation, and

makes a recommendation to the Board accordingly.

Further details of the responsibilities of the Committee

regarding the engagement of the External Auditor and the

supply of non-audit services can be found in the Committee’s

Charter, which is available on the Group’s website.

External Auditor independence

Indivior has a formal policy in place to safeguard the

independence of the External Auditor. The Committee and the

Chief Financial Officer keep the independence of the External

Auditor under review, and during the year the Committee

formally reviewed the independence of the External Auditor and

believes it remained independent throughout the year.

Separately, the External Auditor has reported to the Committee

confirming its independence throughout the year within the

meaning of the regulations on this matter and in accordance

with its professional standards.

To fulfill its responsibilities to ensure the independence of the

External Auditor, the Committee reviewed:

• a report from the External Auditor describing arrangements to

identify, report, and manage any conflict of interest, and

policies and procedures for maintaining independence and

monitoring compliance with relevant requirements; and

• the extent of non-audit services provided by the

ExternalAuditor.

The Committee has reviewed the nature and level of non-audit

services undertaken by the External Auditor during the year to

satisfy itself that there is no effect on its independence.

Non-audit services

The Committee and the Board place great emphasis on the

objectivity of the Group’s External Auditor in reporting to

shareholders. The Group’s policy relating to the Provision of

Non-Audit Services recognizes the criticality of the objectivity

and independence of the External Auditor and the need to

ensure independence is not impaired by the provision of non-

audit services.

The Committee, in keeping under review the nature and level

ofnon-audit services undertaken by the External Auditor,

recognizes it may be more beneficial for the External Auditor

toprovide certain services because of its existing knowledge

ofthe business or because the information required is a by-

product of the audit process. In these circumstances, the

External Auditor is permitted to provide certain non-audit

services where these are not, and are not perceived to be,

inconflict with its independence.

The Committee considers non-audit services when it is in the

best interests of the Group to do so, provided they can be

undertaken without jeopardizing the independence of the

External Auditor.

The Group’s policy on engagement of the External Auditor states

that, on an annual basis, non-audit fees by the External Auditor

must not exceed 70% of the average of the Group’s external

audit fees billed over the last three-year period. The Group’s

policy also requires Committee approval of all services prior to

engagement of the External Auditor, except the Committee Chair

may approve services costing less than $0.25m. The Chief

Financial Officer may approve fees less than $0.05m for

engagement services that have already been pre-approved by

the Committee.

Total fees charged by the External Auditor during the year were

$7.6m (2023: $6.0m; 2022: $6.4m), comprising $6.8m (2023: $5.2m;

2022: $3.6m) for audit services and $0.8m (2023: $0.8m; 2022:

$2.8m) for audit-related assurance services as set out in Note 4

to the Group financial statements. The ratio of non-audit fees

for the year over the last three year’s average audit fee is 19%.

In conclusion, taking into account the nature of the Group’s

engagement of the External Auditor, the Committee was

satisfied the External Auditor was independent at all times

during the year under review.

External Auditor reappointment and audit

tenderprocess

The Committee has recommended to the Board that PwC be

proposed for reappointment by shareholders as the External

Auditor at the AGM in May 2025. PwC has completed its eleventh

year as External Auditor to the Company. Pursuant to regulatory

provisions, the external audit contract would ordinarily be put

out to tender at least every 10 years.

As noted in the 2023 Annual Report and Accounts, the FRC

granted a two-year extension to the 10-year mandatory tender

requirement. Management, with oversight by the Committee,

initiated a competitive tender process in 2024 for the 2026

year-end audit. Initial discussions with accounting firms

potentially interested in participating in a competitive tender

for the 2026 year-end audit have been held. The formal tender

process will begin in Spring 2025 to allow the Company

sufficient time to solicit, review, respond to, and appoint the

audit firm that will provide the highest-quality and most

effective and efficientaudit.

Juliet Thompson

Chair of the Audit & Risk Committee

March 6, 2025

Indivior Annual Report and Accounts 2024 |

Governance

At December 31, 2024, the membership

of the Committee was as follows:

Nomination Committee

On behalf of the Board, I am pleased to present the

Nomination Committee Report for the financial year

ended December 31, 2024.

There were a number of changes to the Board in 2024 and,

consequently, the Committee had a full agenda supporting the

Board with these activities.

In March, my appointment as a Non-Executive Director was

announced and I subsequently joined the Board on June 1, 2024.

My appointment was the culmination of an extensive search

process that commenced in late 2022, focused on adding

scientific, biopharmaceutical, and healthcare industry

experience skills to the Board. Russell Reynolds supported the

Committee in the search process, which also led to the

appointment of Dr. Keith Humphreys in November 2023.

In October 2024, we announced that Graham Hetherington had

informed the Board of his intention to retire at the end of 2024.

The Committee, led by the Lead Independent Director, Juliet

Thompson, commenced a comprehensive internal and external

search process to identify Graham’s successor, supported by

Egon Zehnder. In January 2025, I was honored to be appointed

Chair of the Board.

Following engagement with Oaktree Capital Management, L.P.

(Oaktree), a major shareholder in Indivior, the Board entered

into a Relationship Agreement with Oaktree in December 2024.

As part of that agreement, the Board agreed to appoint

additional independent directors proposed by Oaktree. The

Committee recommended to the Board the appointment of Joe

Ciaffoni and Robert Schriesheim as Independent Non-Executive

Directors with effect from December 16, 2024.

Following Joe and Robert’s appointment, the Company

continued to work with Oaktree to identify and appoint an

additional Independent Non-Executive Director. Following a

recommendation by the Committee, the Board agreed to

appoint Daniel Ninivaggi as an Independent Non-Executive

Director effective January 31, 2025.

Also during the year, we recommended to the Board the

adoption of a new Committee Charter to replace our Terms

of Reference, effective January 1, 2025. Whereas the Terms

of Reference largely reflected the requirements of the

U.K.Corporate Governance Code (which no longer applies to

Indivior following the transfer of its primary listing from the U.K.

to the U.S.), the Charter is more aligned to U.S. best practice. It

reflects U.S. governance requirements and expectations and will

support our transition to becoming a U.S. listed domestic filer.

These, and the Committee’s other activities during the year, are

described more fully in this report.

In March 2025, we entered into an Amended and Restated

Relationship Agreement with Oaktree pursuant to which the

Company agreed to reduce the size of the Board from eleven to

seven Directors, effective from our AGM in May 2025. Robert

Schriesheim, Independent Non-Executive Director, stepped

down from the Board on March 2, 2025.

Consistent with the Company’s switch to a U.S. primary

listing in 2024, Peter Bains and Jo LeCouilliard, Independent

Non-Executive Directors, have decided not to stand for

re-election at our AGM in May 2025 and therefore will step

down the from the Board effective the close of the AGM.

DanielNinivaggi will take over from me as Chair of the

Nomination Committee in March 2025 and Barbara Ryan will

take over from Jo LeCouilliard as Chair of the Compensation

Committee in May 2025. In due course, we will announce a

successor to Peter Bains as Chair of the Science Committee.

Dr. David Wheadon

Chair of the Nomination Committee

Members and meetings

At the invitation of the Committee, the Chief Executive Officer,

the Chief Human Resources Officer and the Company Secretary

attended meetings of the Committee.

The Company Secretary is secretary to the Committee.

The Chair of the Committee reports on the activities of the

Committee at the following Board meeting, and copies of the

minutes of Committee meetings are circulated to all Directors.

The Committee has delegated authority from the Board, which

is set out in its Charter, and has authority to appoint search

consultants and other advisors at its discretion.

Details of attendance at Committee

meetings can be found on page 81

• Graham Hetherington (Chair)

• Peter Bains

• Joe Ciaffoni

• Dr. Keith Humphreys

• Jo LeCouilliard

• Barbara Ryan

• Robert Schriesheim

• Mark Stejbach

• Juliet Thompson

• Dr. David Wheadon

1. Graham Hetherington stepped down as Chair of the Committee on

December 31, 2024.

2. Robert Schriesheim stepped down as an Independent Non-Executive

Director on March 2, 2025.

3. Dr. David Wheadon was appointed Chair of the Committee on January 1, 2025.

Indivior Annual Report and Accounts 2024 |

Governance

Role and responsibilities

The principal role and responsibilities of the Committee include:

Board and Committee composition and performance

• Reviewing the structure, size, composition of the Board and

its Committees and determining whether to recommend the

addition or removal of individuals consistent with the criteria

approved by the Board.

• Reviewing the process for monitoring and evaluating the

performance and effectiveness of the Board and its Committees.

Board and Committee appointments

• Overseeing the appointment process for Directors and making

recommendations to the Board regarding appointments to

the Board and its Committees.

Succession planning

• Overseeing succession plans for the Board, its Committees

and for senior management, and ensuring that these support

the development of a diverse pipeline for succession.

Conflicts of interest

• Reviewing and evaluating additional external appointments

for, and conflicts of interest notified by, the Directors of

Indivior PLC and making recommendations to the Board.

• Reviewing and approving external appointments for members

of the Executive Committee.

Director independence and conflicts of interest

Processes exist for actual or potential conflicts of interest to be

reviewed and disclosed and to ensure Directors do not

participate in any decisions where they may have a conflict or

potential conflict.

ACTIVITIES DURING THEYEAR

During the year, the Committee considered,

among other items, the following matters:

Succession planning

Chair

• The Committee oversaw the search process for a new

Chairfollowing Graham Hetherington’s decision to retire

from the Board effective December 31, 2024. The Committee,

led by the Lead Independent Director, Juliet Thompson,

commenced a comprehensive search process to identify

Graham’s successor. Egon Zehnder was engaged to support

the Committee in an extensive internal and external search

process to identify an individual with significant prior board

and extensive biopharmaceutical industry experience.

Non-Executive

• The Committee oversaw the search process for a new

Non-Executive Director to bring additional skills relating to

biopharmaceutical and healthcare industry experience to

the Board. This led to the appointment of Dr. David

Wheadon as an independent Non-Executive Director with

effect from June 1, 2024.

• Following engagement with Oaktree, the Board entered into a

Relationship Agreement with Oaktree in December 2024.

Aspart of that agreement, the Board agreed to appoint

additional independent directors proposed by Oaktree.

Following consideration of their independence, which

included consideration of any material relationships,

including current and former directorships and potential

conflicts of interest, theCommittee recommended to the

Board the appointment of Joe Ciaffoni and Robert

Schriesheim as Independent Non-Executive Directors with

effect from December 16, 2024.

Board Committee structure and composition

• In light of changes to the Board composition as described

above, the Committee also considered the membership of

each Board Committee to ensure an appropriate balance

of skills, expertise and experience across all Board

Committees and to ensure that the membership of each

Board Committee supported Indivior’s transition to the

requirements of a U.S. listed domestic filer.

Executive succession

• The Committee received a presentation from the Chief

Executive Officer and Chief Human Resources Officer on the

talent assessment of members of the Executive Committee

and the succession plans in place for each ofthem.

Conflicts of interest

• The Committee reviewed and approved an updated

External Appointments Policy. This policy requires that all

Directors of Indivior PLC receive approval from the Board,

and that Executive Committee members receive approval

from the Committee, prior to accepting an additional

external appointment.

• The Committee considered the independence of the

Non-Executive Directors and their other commitments and

whether these were likely to give rise to a potential conflict

of interest. On the recommendation of the Committee, the

Board confirmed that each of the Non-Executive Directors,

with the exception of Dr. Tom McLellan (who had served

for more than nine years) and Jerome Lande (who was a

representative of Scopia Capital Management LP, a

shareholder of the Company), remained independent.

• The Committee reviewed the Register of Directors’

ConflictsofInterests.

Board and Committee effectiveness review

• The Board undertook a review of the effectiveness of its

performance and that of its Committees and individual

Directors during the year. The review was internally

facilitated by the Chair, supported by the Company

Secretary and Lintstock, an independent consultancy that

does not have any other connection with the Company.

Further information regarding the Board and Committee

effectiveness review undertaken during the year can be

found on page 88.

Other

• The Committee reviewed and recommended to the Board

for approval, a new Charter to replace the Committee’s

Terms of Reference with effect from January 1, 2025.

Indivior Annual Report and Accounts 2024 |

Governance

Nomination Committee continued

External appointments

The Company’s External Appointments Policy requires that the

Directors of Indivior PLC receive approval from the Board,

following a recommendation from the Committee, prior to

accepting an external appointment.

In reviewing an additional appointment, consideration will be

given to the Director’s length of tenure, existing commitments,

the likely time commitment of the new role (having regard to

“overboarding” guidelines) and if the appointment is likely to

give rise to a conflict of interest.

Executive Directors may hold one non-executive appointment

and members of the Executive Committee may hold one

external appointment subject to the approval of the Committee.

The Executive Directors do not hold any external directorships.

Approach to succession planning

When considering succession planning, the Committee takes a

phased and orderly approach by regularly reviewing short-,

medium- and long-term Board and Board Committee

requirements. These activities take into account good practice

guidelines, the various legal and regulatory requirements

concerning Board composition, Board and Board Committee

performance reviews and Indivior’s strategic priorities and

planned business developments. The aim is to support the

development of a pipeline of talented people to ensure the

continuation of Indivior’s success.

When considering Executive Director succession, the Committee

undertakes an annual review of Executive Committee members’

performance, strengths and development opportunities and,

where appropriate, considers their potential for succession to

the Board.

The Committee also receives insights from external search firms

on the external landscape, including the availability of potential

candidates and the typical lead time from start of search

toclose.

At least annually, the Committee undertakes a review of

Executive Committee direct reports and considers their

potential for succession to the Executive Committee. Where

employees are identified as potential successors, the

Committee considers their readiness in the near and long term.

Appointments to the Board

There is a formal process in place for the recruitment of new

Directors. This process will normally include the appointment of

an external search consultancy to support the Committee in the

development of a candidate specification, development of long

and shortlists, conducting of screening interviews and taking

upreferences.

Candidate specifications are developed by reference to

a skills matrix, which is regularly reviewed and updated by

theCommittee.

Prior to recommendation, there is an assessment of the

proposed Director’s existing commitments and a review is

undertaken of any actual or potential conflicts. Following these

steps, the Committee makes a recommendation to the Board

regarding the appointment of the preferred candidate to the

Board and relevant Committees.

Following engagement with Oaktree, the Board entered into a

Relationship Agreement with Oaktree in December 2024. As part

of that agreement, the Board agreed to appoint additional

independent directors proposed by Oaktree. Members of the

Committee met with Oaktree’s proposed candidates and

subsequently recommended to the Board the appointment of

Joe Ciaffoni and Robert Schriesheim as Independent Non-

Executive Directors with effect from December 16, 2024. An

external search process was not used in connection with these

appointments.

Diversity

The following disclosures are made in compliance with Rule

7.2.8A of the U.K. Financial Conduct Authority’s Disclosure

Guidance and Transparency Rules:

Indivior’s approach to diversity is set out in our Code of Conduct

(Code) and other supporting policies. The Code is available on

the Group’s website at www.indivior.com. The Code and the

supporting policies apply to all appointments and the

commitments set out in the policies are made in accordance

with U.K. Listing Rule 22.2.30R and other relevant guidance.

The policies commit Indivior to supporting and furthering talent

management through:

• targeted sourcing of people from a variety of backgrounds;

• accelerated development of key talent within the

organization; and

• an ongoing focus on creating an environment that allows all

of our talented people to prosper.

The Board recognizes the advantages that are derived from

bringing different perspectives and skills to ensure effective

decision making. The Board is committed to opportunity

regardless of personal characteristics.

All Board and senior management appointments are based on

merit and objective criteria, seeking to maintain and enhance

the effectiveness of the Board and senior leadership.

The Committee endeavors to enhance the Board and

Committees’ overall effectiveness and, within this context,

considers all factors the Committee deems appropriate, which

may include minimum individual qualifications, strength of

character, judgment, independent, cognitive and personal

strengths, familiarity with the Company’s business and industry,

and the ability to work collegially, and other factors the

Committee considers appropriate. Candidate long and shortlists

for appointments are drawn from a variety of sources and

include a broad range of characteristics in accordance with the

Committee’s Charter.

Where appropriate, the Committee engages external search

firms to assist with Board appointments. Whenever an external

search firm is used, the mandate includes the development of a

slate of candidates with a broad range of characteristics.

Indivior Annual Report and Accounts 2024 |

100

Governance

Disclosures required by U.K. Listing Rule 22.2.30R

The tables below set out the diversity data required to be disclosed in accordance with U.K. Listing Rule 22.2.30R:

Gender as at December 31, 2024:

Number of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage of

executive

management

Men 10 77% 3 8 73%

Women 3 23% 1 3 27%

Not specified/prefer not to say - - - - -

Ethnic background as at December 31, 2024:

Number of Board

members

Percentage of

the Board

Number of

senior positions

on the Board

(CEO, CFO, SID

and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other White (including minority-White groups) 12 92% 4 8 73%

Mixed/Multiple Ethnic Groups - - - 1 9%

Asian/Asian British - - - 1 9%

Black/African/Caribbean/Black British 1 8% - - -

Other ethnic group - - - - -

Not specified/prefer not to say - - - 1 9%

1. In accordance with the U.K. Listing Rules definition, executive management comprises the Executive Committee. Details of Executive Committee membership

as at the date of this report can be found on pages 76 to 77.

The above data was collected by each Board and Executive

Committee member completing a questionnaire on a

confidential and voluntary basis through which they self-

reported their gender and ethnicity. In each case, the data was

aligned to the definitions set out in the U.K. Listing Rules.

The Company has selected December 31, 2024 as its chosen

reference date for the purpose of the above disclosures.

On December 31, 2024, Graham Hetherington, Chair, Jerome

Lande, Non-Executive Director, and Ryan Preblick, Chief

Financial Officer, stepped down from the Board. On January 31,

2025, Daniel Ninivaggi was appointed as an Independent Non-

Executive Director. On March 2, 2025, Robert Schriesheim

stepped down from the Board. Therefore, as at the date of this

Annual Report and Accounts, the Board comprises seven men

(70%) and three women (30%).

As at December 31, 2024, the Company had met two of the three

diversity targets set out in U.K. Listing Rule 22.2.30R(1):

• At least one senior-level Board position is held by a woman.

• At least one member of the Board is from a minority

ethnicbackground.

The remaining target not yet met by the Company is that at

least 40% of Board members are women.

As further vacancies arise, compliance with the U.K. Listing Rules

will remain an area of focus for the Committee.

Dr. David Wheadon

Chair of the Nomination Committee

March 6, 2025

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Governance

At December 31, 2024, the membership

of the Committee was as follows:

• Mark Stejbach (Chair)

• Juliet Thompson

• Dr. Keith Humphreys

• Graham Hetherington*

• Jerome Lande*

*Graham Hetherington and Jerome Lande retired from the Board

and as members of the Committee on December 31, 2024.

Details of attendance at Committee

meetings can be found on page 81

Compliance, Ethics & Sustainability Committee

On behalf of the Board, I am pleased to present the

Compliance, Ethics & Sustainability Committee Report

for the financial year ended December 31, 2024.

This report provides insight into the compliance, ethics, and

sustainability matters undertaken by the Committee during

theyear.

The Committee has responsibility for oversight of the Group’s

Global Integrity & Compliance Program and, in addition, has

broader responsibility for oversight of the Group’s approach to

ethical, responsible, and sustainable conduct. This includes

responsibility for assessing effectiveness of the Group’s Global

Integrity & Compliance Program and oversight of the Group’s

Sustainability Framework, which includes the Group’s climate

change strategy.

Also during the year, we recommended to the Board the

adoption of a new Committee Charter to replace our Terms of

Reference, effective January 1, 2025. Whereas the Terms of

Reference largely reflected the requirements of the U.K.

Corporate Governance Code (which no longer applies to Indivior

following the transfer of its primary listing from the U.K. to the

U.S.), the Charter is more aligned to U.S. best practice. It reflects

U.S. governance requirements and expectations and will support

our transition to becoming a U.S. listed domestic filer.

The Committee will continue to work with the Board and

stakeholders to drive the Group’s strategy of compliant,

ethical,and sustainable behavior.

Mark Stejbach

Chair of the Compliance, Ethics

& Sustainability Committee

Members and meetings

At the invitation of the Committee, the Chief Executive Officer,

the Chief Legal Officer, and the Company Secretary attended

meetings of the Committee.

The Chief Integrity & Compliance Officer and the Compliance

Expert to the Board attend the relevant section of each

Committee meeting that relates to integrity and compliance

matters. For part of each meeting, the Committee meets

privately with the Chief Integrity & Compliance Officer and the

Compliance Expert to the Board and then also separately meets

with the Compliance Expert to the Board only.

The Deputy Company Secretary is secretary to the Committee.

The Chair of the Committee reports on the activities of the

Committee at the following Board meeting, and copies of the

minutes of Committee meetings are circulated to all Directors.

The Committee has delegated authority from the Board, which

is set out in its Charter and available to view on the Group’s

website at www.indivior.com.

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Governance

Role and responsibilities

The principal role and responsibilities of the Committee include:

Integrity & Compliance

• Overseeing the Group’s Global Integrity & Compliance

Program, which includes review of compliance program

standards and resourcing levels, and development and

maintenance of internal systems and controls to support

theGroup’s policies and procedures relating to

compliancematters.

• Receiving regular reports from the Chief Integrity &

Compliance Officer (on at least a quarterly basis) on

corporate compliance matters.

• Receiving reports on the findings of internal investigations,

including management’s response, and on any material

inquiries received from regulators or governmental agencies.

Ethics & Sustainability

• Overseeing the development of the Group’s Sustainability

Framework and objectives and performance against

thoseobjectives.

• Reviewing the Group’s performance against environmental

goals and targets (including greenhouse gas emissions).

• Receiving regular reports from the Chief Strategy & Operating

Officer and the Chief Manufacturing & Supply Officer (on at

least a half-yearly basis) on the Group’s approach to ethical,

responsible, and sustainable conduct.

• Overseeing the development of the Group’s climate change

strategy and related policies and management systems

andthe disclosure of climate-related information required

byemissions reporting requirements and other related

regulations.

• Reviewing sustainability and related environmental, social,

and governance disclosures (including disclosures

recommended by the Task Force on Climate-related

FinancialDisclosures).

ACTIVITIES DURING THEYEAR

During the year, the Committee considered,

among other items, the following matters:

Integrity & Compliance

Ahead of each meeting, the Committee received the

Integrity & Compliance dashboards, which showed

performance across all program areas, including:

• progress against the Integrity & Compliance key strategic

priorities for the year;

• key program enhancements, including developments to

policies and process enhancements supported by

externaladvisors;

• risk assessments and mitigation plans;

• details of training and workforce education activities;

• field monitoring activities;

• transparency reporting;

• reports received via the Group’s confidential reporting

hotline (EthicsLine) and subsequent investigations; and

• staffing and resourcing of the Integrity &

ComplianceDepartment.

To support it in its oversight of the Integrity & Compliance

Program, the Board appointed an independent consultancy,

Epsilon Life Sciences, as Compliance Expert to the Board.

Further information regarding the Group’s Integrity &

Compliance Program can be found on pages 41 to 42.

Ethics & Sustainability

On a half-yearly basis, the Committee received updates on

progress made on the Group’s ESG and sustainability

strategy and activities. This included details of key

milestones achieved in 2024:

• development of a program of regular contact with investors

and rating agencies, and increased engagement to enable a

greater understanding of our commitment to sustainability;

• confirmation that the 2023 Sustainability Report,

published in August 2024, had been proactively shared

with stakeholders;

• completion of the required double materiality

assessment with the assistance of third-party advisors;

• progress on the required CSRD-readiness assessment;

• development of an ESG strategy built on three pillars –

transforming lives through meaningful recovery, growing

our impact, and living our values and sharing our progress;

• update on sustainability metrics as an Annual Incentive

Plan modifier; and

• overview of initiatives implemented during the year to

reduce the Group’s carbon emissions, including:

• installation of solar panels at the Fine Chemical Plant (Hull,

U.K.);

• continued transition of the commercial sales fleet to

hybrid vehicles; and

• switch to a more sustainable packaging carton for

SUBOXONE film.

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103

Governance

At December 31, 2024, the membership

of the Committee was as follows:

• Peter Bains (Chair)

• Dr. Keith Humphreys

• Barbara Ryan

• Mark Stejbach

• Dr. David Wheadon

Details of attendance at Committee

meetings can be found on page 81

Science Committee

On behalf of the Board, I am pleased to present the

Science Committee Report for the financial year

ended December 31, 2024.

During the year, the Committee has continued to focus support

in delivering to the Board the Group’s R&D and Medical Affairs

and Safety (MA&S) strategies and considered future

developments in medical science and technology within the

sphere of substance use disorder. This has given the Committee

further insight and understanding of the issues encountered in

areas of substance use disorder and patient treatment.

Also, during the year, we recommended to the Board the

adoption of a new Committee Charter to replace our Terms of

Reference, effective January 1, 2025. Whereas the Terms of

Reference largely reflected the requirements of the U.K.

Corporate Governance Code (which no longer applies to Indivior

following the transfer of its primary listing from the U.K. to the

U.S.), the Charter is more aligned to U.S. best practice. It reflects

U.S. governance requirements and expectations and will support

our transition to becoming a U.S. listed domestic filer.

I will be stepping down as an Independent Non-Executive

Director and as Chair of the Committee effective the close of

our AGM in May 2025. An announcement on my successor as

Chair of the Committee will be made in due course. It has been

a privilege to serve as Chair of the Committee for the past five

years and I know the Committee will continue to assist the

Board in pursuing its strategic objectives.

Peter Bains

Chair of the Science Committee

Members and meetings

During the year, there was a change to the composition of the

Committee. On June 1, 2024, Dr. David Wheadon was appointed

as a member of the Committee.

The Committee typically meets before scheduled meetings of

the Board. At the invitation of the Chair of the Committee, the

Chief Scientific Officer, Chief Commercial Officer, and Chief

Strategy & Operating Officer regularly attend meetings of the

Committee.

The Deputy Company Secretary is secretary to the Committee.

The Committee has delegated authority from the Board, which

is set out in its Charter and available to view on the Group’s

website at www.indivior.com.

The Committee has authority to appoint consultants and other

advisors at its discretion.

The Committee holds a private session at each meeting without

members of the management team being present.

The Chair of the Committee reports on the activities of the

Committee at the following Board meeting, and copies of the

minutes of Committee meetings are circulated to all Directors.

Role and responsibilities

The principal role and responsibilities of the Committee include:

• Providing assurance to the Board regarding the quality,

competitiveness, and integrity of the Group’s R&D and MA&S

activities.

• Reviewing the scientific technology, R&D, and MA&S

capabilities deployed within the business.

• Assessing the decision-making processes for R&D projects

and programs, to include a review of benchmarking against

industry and scientific best practice where appropriate.

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104

Governance

During the year, the Committee:

• Monitored the strategic priorities of the R&D and MA&S

teams to ensure continued alignment with the strategic

objectives of the Group.

• Received detailed presentations, including but not

limited to SUBLOCADE label updates, data collection

through the RECOVER long-term study, Phase 4 studies,

expansion of the U.S. Field Medical team, and the

integrated use of data and data analytics.

• Received comprehensive briefings on scientific initiatives

associated with substance use disorder and recovery

treatments, including but not limited to cravings, rapid

initiation protocol using buprenorphine in fentanyl-exposed

individuals, and recovery research encompassing

pharmacogenetics.

• Received comprehensive updates on 17 due diligence

workstreams aimed at ranking and recommending the

best business development opportunities in addiction

medicine.

• Continued to monitor and review the planning and

execution of the Group’s Phase 4 clinical studies,

including SUBLOCADE rapid induction, alternative

injection sites, long-term recovery outcomes, treatment

cessation guidance and comparative effectiveness, as

well as a platform for data integration/sharing with the

scientific/medical communities (Recovery from OUD

Open Access Data (ROAD)).

• Reviewed OPVEE post-marketing requirements, real-

world evidence studies, and the investment of Project

Bioshield funds by the Biomedical Advanced Research

and Development Authority (BARDA).

• Continued to monitor and review the progress and

development of the Groupʼs product pipeline strategy

and early-stage asset development opportunities,

including:

• INDV-2000: selective Orexin-1 receptor antagonist for

the treatment of opioid use disorder (OUD), and

• INDV-6001: three-month long-acting injectable (LAI)

buprenorphine for the treatment of OUD;

as well concluded on the discontinuation of the

following pipeline products:

• INDV-1000: selective GABA-B positive allosteric

modulator for the treatment of alcohol use disorder

(AUD),

• AEF0117: cannabinoid-1 negative allosteric modulator

for the treatment of cannabis use disorder (CUD),

• INDV-4002: intranasal naltrexone for the treatment of

AUD,

• INDV-5004: drinabant for the treatment of acute

cannabinoid overdose, and

• CT-102: digital therapeutics for the treatment of OUD.

• Reviewed progress of regulatory filings outside the U.S.

with particular emphasis on SUBOXONE film and

SUBUTEX PRO.

• Agreed the 2025 real-world evidence and regulatory

priorities, including new and ongoing studies in support

of SUBLOCADE, OPVEE, INDV-2000, and INDV-6001.

• Received updates from the Chief Scientific Officer

on progress of peer-reviewed publications in which

the Group was involved and approved the 2025

Peer-Reviewed Publication Plan and 2025 Key

Conference Presentation Plan.

ACTIVITIES

DURING

THEYEAR

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105

Governance

My colleagues on the Compensation Committee and I hope that

you find the report clear, transparent and informative, and we

look forward to your support at our AGM on May 8, 2025

(2025AGM).

Remuneration policies and practices

We continued to implement the Directors’ Remuneration Policy

which was approved by Shareholders at the AGM in 2024 (2024

Remuneration Policy) with the remuneration philosophy of

aligning the incentives of senior executives with the Group’s

strategic priorities. Our 2024 Remuneration Policy was designed

to support our strategic priorities, the long-term sustainable

success of the Group, and our purpose of pioneering life-

transforming treatments.

All payments to Directors during the year were made in

accordance with the 2024 Remuneration Policy.

2024 business performance

The operational results enabled total net revenue to increase

by 9% to $1,188m and adjusted operating profit to increase by

16% to $312m.

While the Group did ultimately deliver another year of net

revenue and adjusted operating profit growth, it was below the

expectations set at the beginning of 2024.

2024 remuneration outcomes

The Group’s operational results in 2024 resulted in some

outturn in respect of the 2024 AIP, but no vesting under the

2022-2024 LTIP. The Committee believes that these outcomes

accurately reflected the challenging operating environment

during the year. In considering remuneration outcomes, the

Committee was highly cognizant of shareholders’ experience

during the year.

Factoring in the above, the Committee concluded that it was not

necessary to exercise discretion to override the formulaic

outcomes under the 2022-2024 LTIP and 2024 AIP.

AIP

The 2024 AIP measures were focused on accelerating the global

growth of SUBLOCADE, advancing PERSERIS and OPVEE in the

U.S. and the advancement of pipeline assets. In line with the

Group’s strategic priorities, the majority of the weighting

remained focused on SUBLOCADE. The 2024 AIP included a

modifying metric, which was tied to the achievement of certain

environmental, social and governance (ESG) objectives.

The Group continued to make solid progress in driving the net

revenue growth of SUBLOCADE. However, SUBLOCADE’s growth

was challenged by external transitory pressures impacting our

U.S. net revenue, including Medicaid patient reductions; funding

changes among certain criminal justice system customers; a

cyberattack on a major medical claims processor; and a

changed market backdrop, with a new competitor to SUBLOCADE

in the U.S. market. As a result, revenues fell below our

expectations for the year and consequently did not reach

threshold vesting for this element.

ANNUAL REMUNERATION STATEMENT

Dear Shareholders,

On behalf of the Board, I am pleased to present

ourDirectors’ Remuneration Report for the financial

year ended December 31, 2024.

Directors’ Remuneration Report

This report is split into three sections:

• The Annual Remuneration Statement, which

summarizes the remuneration outcomes in 2024.

Read more on pages 123 to 124

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Governance

During the year, the decision was made to discontinue the

promotion and marketing support activities relating to PERSERIS

as a result of market changes that would have made the

product no longer financially viable. As a result, the 2024

targetfor PERSERIS was measured to June 30, 2024 only. The

remaining weighting was reallocated to the SUBLOCADE and

OPVEE targets. Based upon the results from January 1, 2024 to

June 30, 2024 of $23m, the outturn in respect of PERSERIS was

between threshold and target, resulting in an outturn of 2% of

the overall AIP.

Outturn in respect of OPVEE was at threshold, resulting in an

outturn of 1.0% of the overall AIP. For the 2024 AIP, 20% of the

bonus was based on performance against pipeline KPIs.

In 2024, 20% of the AIP was based upon performance against

pipeline KPIs, relating to development milestones in relation

toINDV-6001, INDV-2000, INDV-1000 and AEF0117. Overall

outturn in respect of the pipeline KPI measure was 17.5% of

theoverall AIP.

Overall, this resulted in an outturn of 20.5% of the maximum

bonus payable. All objectives under the ESG modifier were

achieved or exceeded, resulting in a 1.0 multiplier (i.e., no

downward adjustment to overall AIP attainment). Further detail

regarding performance against objectives set under the ESG

metric can be found on pages 113 and 114.

In line with the 2024 Remuneration Policy, 75% of the 2024

bonus will be delivered in cash, and 25% will be deferred into

conditional shares for a period of two years under the

DeferredBonus Plan (DBP), subject to continuous employment

and malus provisions.

LTIP

For LTIP awards granted in 2022, the year ended December 31,

2024 was the final year of the three-year performance period.

These awards were subject to two separate measures of equal

weighting: 1) relative TSR versus the constituents of the FTSE 250

(excluding investment trusts); and 2) relative TSR versus the

constituents of the S&P 1500 Pharmaceutical and Biotech Index.

The Group did not achieve threshold performance in respect of

the performance measures and consequently there was 0%

vesting of these awards and they lapsed in full.

The Committee believes that the 2024 Remuneration Policy

operated as intended and considers that the Executive

Directors’ remuneration in respect of the 2024 financial year

was appropriate in the context of the underlying adjusted

results of the Group and the experience of shareholders and

the workforce.

Further information regarding the targets and remuneration

outcomes are set out in the Annual Report on Remuneration on

page 114.

Implementation of Remuneration Policy for the Executive

Director in 2025

For the past decade, our approach to Directors’ remuneration

has been a careful balancing of our position as a U.K. primary

listed company subject to U.K. governance requirements

andU.K. investor expectations, alongside our primarily U.S.-

focused business.

As a result of the relocation of Indivior’s primary listing from the

U.K. to the U.S., the Committee commenced a comprehensive

review of our remuneration practices against U.S. market

practice and a U.S. based peer group in 2024. The outcome of

that review highlighted that our practices are significantly

behind U.S. market norms in terms of overall competitiveness,

both in structure and in quantum. As our highest value market,

it is imperative for Indivior to have pay arrangements that are

appropriate, attractive and competitive in comparison with the

U.S. biopharmaceutical sector with which we compete for talent.

In December 2024, we commenced a consultation with our

major shareholders to seek their views on making certain

changes to our 2024 Remuneration Policy to increase the

appropriateness and competitiveness of our arrangements. The

changes we proposed at that time were an initial step in

evolving our pay approach, and our intent was to move towards

U.S. market norms over a number of years.

On February 27, 2025, we announced the appointment of Joe

Ciaffoni as Chief Executive Officer, to succeed Mark Crossley who

is stepping down from the Board this year. Joe is a proven

public company CEO with more than 30 years of experience in

pharmaceuticals and biotech, most recently serving as

President and CEO of Collegium Pharmaceuticals. He has a

strong track record of operational and strategic success,

working across diverse models and therapeutic areas spanning

specialty, rare disease, mass market and hospital.

Joe Ciaffoni’s appointment necessitates the acceleration of our

move to U.S. market norms and the terms of his appointment

are subject to, and effective upon, the approval by shareholders

of a new remuneration policy at the 2025 AGM. We plan to

discuss the proposed new remuneration policy (proposed 2025

Remuneration Policy) with our major shareholders in the

coming weeks.

Given the timing of these changes, we have therefore

determined that it is necessary to delay the publication of the

proposed 2025 Remuneration Policy. For that reason, the

proposed 2025 Remuneration Policy is not included in this

report and it is currently intended that it will instead be

published in our 2025 Notice of AGM. Details of how we intend

to implement the proposed 2025 Remuneration Policy during

2025 will also be set out in the 2025 Notice of AGM.

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107

Governance

Directors’ Remuneration Report continued

Board changes

As announced on February 27, 2025, Mark Crossley will step

down from the role of Chief Executive Officer and from the

Board later this year. He is expected to remain as Chief

Executive Officer until the date of the Company’s AGM in

May2025 when he would step down as director. Given the

appointment of Mr. Ciaffoni as Chief Executive Officer is

contingent upon approval of a new directors’ remuneration

policy, to ensure a smooth transition from Mr. Crossley to

Mr.Ciaffoni, Mr. Crossley’s notice period will commence on

August 1, 2025 and he will remain an employee until the expiry

of his notice period on August 1, 2026. A summary of his

remuneration arrangements on departure is as follows:

• Mr. Crossley will continue to receive salary and benefits

through the expiry of his notice period.

• The 2024 AIP bonus will be paid at the normally scheduled

payment time, subject to deferral of 25% of the 2024 AIP

bonus in line with the 2024 Remuneration Policy.

• He will be entitled to a payment under the 2025 AIP which will

be based on 1) delivering a smooth transition to his successor

and 2) achievement of the Group’s net revenue and adjusted

operating profit targets for H1 2025.

• The LTIP awards granted to him in 2023 and 2024 shall vest

subject to performance conditions without pro-ration and will

be released in 2028 and 2029 respectively.

• He will not be eligible to receive an LTIP award in 2025.

Further details of Mr. Crossley’s termination arrangements and

payments made will be disclosed on the Company’s website and

in the 2025 Annual Report and Accounts in accordance with the

relevant regulations.

Consistent with the Company’s move to a primary U.S. listing in

2024, I have decided not to stand for re-election at this year’s

AGM and will step down immediately thereafter. I would like to

take this opportunity to thank shareholders for their valued

engagement and support during my time as Chair of the

Compensation Committee. I will be succeeded by Barbara Ryan

who has been a member of the committee since October 2023.

Ilook forward to continuing to worth with Barbara over the

coming months to ensure a smooth transition.

About this report

This report should be read in conjunction with the 2025

Noticeof AGM, once published, and this report and the 2025

Notice of AGM together comprise the annual Directors’

Remuneration Report.

Jo LeCouilliard

Chair of the Compensation Committee

March 6, 2025

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Governance

U.K. Corporate Governance Code: Provision 40

On June 27, 2024, Indivior transferred its listing category on the

Official List of the U.K. Financial Conduct Authority (FCA) from the

“Premium Listing (commercial company)” category to the “Standard

Listing (shares)” category (Listing Transfer). The Listing Transfer took

effect on June 27, 2024 and this enabled the orderly process to

relocate the Company’s primary listing from the U.K. to the U.S. on

that date. On July 29, 2024, the FCA implemented a series of reforms

to its U.K. Listing Rules which removed the premium and standard

listing categories and introduced new categories in their place. As a

result, the Company was mapped to a new “Equity Shares

(Transition)” category on that date.

From January 1, 2024 to the Listing Transfer on June 27, 2024, as

a premium listed company, Indivior was required to apply the

principles and comply or explain non-compliance with the

provisions of the U.K. Corporate Governance Code 2018 (U.K.

Code). As a result of the Listing Transfer on June 27, 2024, the

requirement to apply the U.K. Code fell away. However,

notwithstanding this, the Company chose to continue to apply

the principles and comply or explain non-compliance with the

provisions of the U.K. Code on a voluntary basis during the

period from June 28, 2024 to December 31, 2024.

When developing and considering the proposed operation of the

2024 Remuneration Policy in 2024, the Committee was mindful of,

and feels it has appropriately addressed, the following factors set

out in the U.K. Code:

Clarity

The Committee welcomes open and frequent dialogue

withshareholders on our approach to pay. We are

committed to clear and transparent disclosure on all

aspects of executive remuneration.

We wrote to our top shareholders and invited them to

engage in respect of our 2024 Remuneration Policy.

Simplicity

We believe the remuneration arrangements for Executive

Directors, as well as those throughout the organization, are

simple in nature and well-understood by both participants

and shareholders. The purpose, structure and strategic

alignment have been clearly laid out in the 2024

Remuneration Policy.

Risk

The Committee considers that the structure of incentive

arrangements does not encourage inappropriate risk-taking.

Performance targets for incentive arrangements are set to

reward the delivery of the Group’s strategy, which is set in

line with the Group’s risk appetite.

AIP deferral, the LTIP holding period and our shareholding

requirement, including post-cessation holding, provide a

clear link to the ongoing performance of the business and

the experience of our shareholders. Malus and clawback

provisions continue to apply to the AIP and LTIP, and are

governed by the Company’s Malus & Clawback Policy.

Predictability

The 2024 Remuneration Policy contains details of threshold,

target and maximum opportunity levels under our AIP and

LTIP, with actual outcomes dependent on the performance

achieved against predetermined measures and target

ranges.

Proportionality

Our performance measures and target ranges under the AIP

and LTIP are aligned with the Group’s strategy and with

shareholders’ interests over the longer term.

Under the AIP and LTIP discretion may be applied where

formulaic outturns are not considered reflective of

underlying Group or individual performance. The Committee

exercised discretion in recent years to reduce the outcomes

under the 2018 AIP, the 2017-2019 LTIP and 2018-2020 LTIP

tozero.

The Committee reduced the quantum of awards granted

under the LTIP in 2019 and 2020 to 325% and 225% of base

salary respectively to mitigate against any potential

windfallgains.

Alignment to culture

The 2024 Remuneration Policy was designed to support the

delivery of the Group’s key strategic priorities and are

aligned to Indivior’s purpose, values and culture.

As part of the Group’s commitment to a culture of

compliance and integrity, all employees are required to

complete mandatory compliance training each year. Timely

completion of the mandatory training is reflected in the

governance component of an individual’s personal

development review (PDR) objectives. This objective also

includes such things as: adhering to all terms of our

government agreements, ensuring timely reporting of

adverse events and prescriber concerns, adhering to our

Code of Conduct and other policies and procedures, and

following our “Speak Up” culture for reporting concerns and

elevating compliance risk. Failure to complete the

mandatory compliance training or to meet other

compliance objectives can impact any merit-based salary

increase and/or annual bonus that may be awarded.

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109

Governance

Annual Report on Remuneration

This Directors’ Remuneration Report has been prepared in

accordance with the provisions of the Companies Act 2006 and

Schedule 8 of the Large and Medium-sized Companies and

Groups (Accounts and Reports) Regulation 2008 (as amended),

the U.K. Corporate Governance Code (Code) and the U.K.

Financial Conduct Authority’s Listing Rules and Disclosure

Guidance and Transparency Rules.

The following report outlines our remuneration framework and

how the 2024 Remuneration Policy was implemented in 2024.

This Annual Report on Remuneration, together with the Annual

Remuneration Statement from the Chair of the Committee, will

be submitted to an advisory shareholder vote at the 2025 AGM.

There were no deviations from the procedure for the

implementation of the 2024 Remuneration Policy during theyear.

The Compensation Committee

In line with U.S. market practice, the Remuneration Committee

changed its name to the Compensation Committee on January 1,

2025. All members of the Committee were considered to be

independent for the purposes of the Code during the year, with the

exception of the Chair of the Board, Graham Hetherington, who

was independent on appointment. Graham Hetherington stepped

down from the Board and the Committee on December 31, 2024.

Allmembers of the Committee exercise independent judgment

and discretion when authorizing remuneration outcomes, and they

do not have a personal financial interest, other than as

shareholders, in the matters considered by the Committee. The

Committee’s Terms of Reference (TOR), which were in effect until

December 31, 2024, required that the Chair of the Committee

should have served on a remuneration committee for at least

12 months prior to appointment.

During the year, we recommended to the Board the adoption of

a new Committee Charter to replace the TOR, effective January 1,

2025. Whereas the TOR largely reflected the requirements of the

Code (which no longer applies to Indivior following the transfer

of its primary listing from the U.K. to the U.S. in June 2024), the

Charter is more aligned to U.S. best practice. It reflects U.S.

governance requirements and expectations and will support our

transition to becoming a U.S. listed domestic filer.

Meetings

Only members of the Committee have the right to attend

Committee meetings. The Company Secretary acts as secretary

to the Committee. At the invitation of the Committee, the Chief

Executive Officer, Chief Human Resources Officer, Global

Compensation and Benefits Director and the Company Secretary

attended meetings and provided advice to the Committee. The

Committee meets with the advisors at each meeting without

management present.

Members of the Committee and any person attending its

meetings do not participate in and are not involved in deciding

their own remuneration outcomes.

The Chair of the Committee reports on the activities of the

Committee at the following Board meeting, and copies of the

minutes of Committee meetings are circulated to all Directors.

As at December 31, 2024 the membership

of the Committee was as follows:

• Jo LeCouilliard (Chair)

• Peter Bains

• Graham Hetherington

• Barbara Ryan

• Dr. David Wheadon

Changes during the year:

• Dr. David Wheadon was appointed a member on

June1,2024.

• Graham Hetherington stepped down as a member on

his retirement from the Board on December 31, 2024.

Details of attendance at Committee

meetings can be found on page 81

Advice provided to the Compensation

Committee

The Committee appointed Mercer U.S. LLC (Mercer) (a global

executive compensation advisory firm) as an advisor in May

2024 in anticipation of the transfer of Indivior’s primary listing

to the U.S. in June 2024. The Committee agreed that Deloitte LLP

(Deloitte), which was appointed as an advisor in December 2014,

would be retained to support through the transition period.

Mercer is an independent compensation consultant primarily

focused on U.S. pay practices and was selected as a result of its

specific experience in supporting companies who have migrated

their primary listing from the U.K. to the U.S. Deloitte is a

member of the Remuneration Consultants Group and, as such,

voluntarily operates under the code of conduct in relation to

executive remuneration consulting in the U.K. Fees for advice

provided to the Committee for the year, charged on a time

spent basis, were $409k in respect of Mercer and £64.5k in

respect of Deloitte. Mercer also provided employee benefits

consulting support in the U.K., Germany and Australia.

Deloitte also provided advisory services supporting climate-

related disclosures as well as other employee and tax-related

services to the Group during the year. This included payroll

support for the Non-Executive Directors and tax return

supportin respect of the Executive Directors’ U.S. and U.K.

taxable income.

The Committee reviews its relationships with its advisors

periodically and is satisfied that the advice provided by Mercer

and Deloitte is objective and independent. During the year, the

Committee reviewed Deloitte and Mercer’s processes and

internal protocols and concluded that they continued to remain

objective and independent.

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110

Governance

Role and responsibilities

Indivior’s remuneration policies and

practices are designed to promote the

Group’s purpose and its long-term

sustainable success. The Committee’s

role is to assist the Board of Directors in

fulfilling its oversight responsibility by

ensuring that its Remuneration Policy

and practices reward fairly and

responsibly, are linked to corporate

performance, and take account of the

generally accepted principles of good

governance.

The Committee has delegated authority

from the Board for determining the

policy for Executive Director

remuneration and setting remuneration

for the Chair, Executive Directors, and

senior management. This delegated

authority was set out in the Committee’s

TOR until December 31, 2024 and is now

set out in the Committee’s Charter, which

was adopted by the Committee and

replaced the TOR with effect from

January 1, 2025.

On behalf of and subject to approval by

the Board, the Committee primarily:

• sets and regularly reviews the Group’s

overall remuneration strategy;

• determines the Remuneration Policy

for Executive Directors, the Chair of the

Board, and senior management;

• in respect of senior management sets,

reviews, and approves:

• remuneration policies, including the

Company’s equity-based

compensation plans;

• individual remuneration and

compensation arrangements;

• participation in the AIP and LTIP; and

• applicable targets for the AIP and LTIP.

Key activities during the year

During the year, the Committee:

• Reviewed the Group’s executive remuneration arrangements in line with the

2021 Remuneration Policy, ahead of considering and submitting the 2024

Remuneration Policy to shareholders at the 2024 AGM (February).

• Reviewed and approved a standalone Malus & Clawback policy for the

mandatory recovery of excess incentive-based compensation (February).

• Reviewed performance in respect of the outcome for the AIP for the 2023

financial year and 2021-2023 LTIP awards (February).

• Approved the 2023 Directors’ Remuneration Report (February).

• Reviewed and approved the targets and measures in respect of the 2024 AIP

and the 2024-2026 LTIP awards (granted in March 2024) (February).

• Reviewed participation rates for the Group’s all-employee share

plans(February).

• Considered and approved the appointment of Mercer as a remuneration

advisor, and considered the independence of its existing remuneration

advisor, Deloitte (May).

• Considered the design of incentives for 2025, including the structure of the AIP

and the LTIP (July, September, November).

• Reviewed and approved an updated peer group to align with U.S. market

practice for remuneration benchmarking (July, September).

• Considered the Committee’s effectiveness and priorities for the forthcoming

year (September).

• Reviewed and approved amendments to the rules of the LTIP, the DBP, and

Sharesave plans to incorporate fixed share plan reserves in line with US

market practice (September).

• Considered Executive Committee remuneration relative to the market

(September).

• Considered benchmark shareholding requirements and reviewed the progress

of the Executive Directors and members of the Executive Committee against

their existing shareholding requirements (September).

• Reviewed workforce remuneration arrangements and related policies and

their alignment with local market practice and executive remuneration

arrangements (September).

• Conducted a comprehensive review of remuneration practice against U.S.

market practice and a U.S. based peer group and developed a revised

remuneration policy. The proposed changes were discussed with major

shareholders and feedback from those discussions was considered by the

Committee (July, September, November).

• Considered and approved Executive Committee salary reviews for 2025

(November).

• Considered the fees for the incoming Chair, following a benchmarking

review(November).

• Approved the Committee’s change of name with effect from January 1, 2025

and approved its new Charter for recommendation to the Board (November).

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111

Governance

Single total figure of remuneration for the Executive Directors (audited)

The table below sets out the remuneration of the Executive Directors for the financial year ended December 31, 2024, and

comparative figures for the financial year ended December 31, 2023.

Executive Directors Mark Crossley Ryan Preblick

2024

$’000

2023

$’000

2024

$’000

2023

$’000

Fixed pay

Base salary 871.7 834.2 539.9 516.7

Taxable benefits

63.3 64.2 65.0 66.8

Pension benefits 29.3 28.0 29.3 28.0

Total fixed pay 964.4 926.4 634.2 611.5

Variable pay

AIP

357.4 1,418.1 132.8 527.0

LTIP

0.0 6,697.0 0.0 4,769.7

Total variable pay 357.4 8,115.1 132.8 5,296.7

Total pay 1,321.8 9,014.6 767.0 5,908.2

Note: Totals may not sum up due to rounding.

1. Taxable benefits included car allowances ($19.5k each for Mark Crossley and Ryan Preblick) and medical cover ($22.3k for Mark Crossley and $32.8k for Ryan Preblick).

2. The AIP is paid 75% in cash, with the remaining 25% deferred into conditional shares for two years under the DBP (subject to continued employment as well

as malus provisions). Ryan Preblick is not required to defer part of his 2024 bonus as he is no longer an Executive Director.

3. The value of the 2021-2023 LTIP awards, which vested on March 1, 2024, has been updated to reflect the share price (1764.0p) on the vesting date and

converted to $ using the exchange rate (£1:$1.2655) on the vesting date.

4. Ryan Preblick stepped down as an Executive Director on December 31, 2024. Mr Preblick continues in his role as Chief Financial Officer and he remains a

member of the Executive Committee.

Base salary (audited)

The Executive Director received a base salary increase of 3.5% effective January 1, 2025. Senior executives were awarded base salary

increases aligned with those for the wider workforce. The annual base salary for the Executive Director as at January 1, 2025 and

January 1, 2024 is set out below

Executive Director

Base salary at

January 1,

2025

$’000

Base salary at

January 1,

2024

$’000

% increase

on prior year

Mark Crossley 902.3 871.7 3.5%

Taxable benefits (audited)

Taxable benefits consist primarily of healthcare, car allowance, life and disability insurance and professional support for the

completion of U.S. and U.K. tax returns.

Pension benefits (audited)

During 2024, Mark Crossley and Ryan Preblick each received pension contributions consisting of profit-sharing contributions of

$13.8k (4% of eligible compensation) and a Company match of $15.5k (75% on elected deferrals up to 4.5% of eligible compensation)

as participants of the Indivior Profit Sharing Plan and 401(k) Plan. Contributions were subject to the limits set by the U.S. Internal

Revenue Service. Executive Directors do not have a prospective entitlement to a defined benefit or cash balance pension by reason

of qualifying service.

No changes have been made to the pension arrangements of the Executive Director for 2025. The Executive Director’s pension

benefits remain fully aligned with those of the wider U.S. workforce.

Directors’ Remuneration Report continued

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112

Governance

Annual Incentive Plan

AIP 2024 (audited)

The maximum AIP opportunity for the Chief Executive Officer was 200% of base salary. The maximum AIP opportunity for the Chief

Financial Officer was 120% of base salary.

The 2024 AIP measures were focused on accelerating the global growth of SUBLOCADE, advancing PERSERIS and OPVEE in the U.S.

and the advancement of pipeline assets. In line with the Group’s strategic priorities, the weighting remained focused on SUBLOCADE.

The 2024 AIP included a modifying metric, which was tied to the achievement of certain ESG objectives. The Group continued to

make solid progress in driving the global growth of SUBLOCADE, however, its continued growth was challenged by external transitory

pressures. The results fell below our expectations for the year and consequently did not achieve the vesting threshold for this

element. During the year, the decision was made to discontinue the promotion and marketing support activities relating to PERSERIS

as a result of market changes that would have made the product no longer financially viable. As a result, the 2024 target for

PERSERIS was measured to June 30, 2024 only. The remaining weighting was reallocated to the SUBLOCADE and OPVEE targets. Based

upon the results from January 1, 2024 to June 30, 2024 of $23m, the outturn in respect of PERSERIS was between threshold and target,

resulting in an outturn of 2% of the overall AIP. Outturn in respect of OPVEE was at threshold, resulting in an outturn of 1.0% of the

overall AIP.

In 2024, 20% of the AIP was based upon performance against pipeline KPIs, relating to key objectives in respect of the development

of INDV-6001 (three-month long-acting buprenorphine injectable), INDV-2000 (selective OX1 receptor antagonist), INDV-1000 (GABAB

positive allosteric modular) and AEF0117 (cannabinoid-1 receptor synthetic signaling specific inhibitor). A total of ten pipeline KPI

measures were set, nine of which were achieved within the timeframe set, resulting in an outturn of 17.5% of the overall AIP.

The table below provides an overview of the performance against the targets set by the Committee.

Measure

Performance targets

Achieved

Outturn as a %

of maximumWeighting Threshold Target Maximum

Global net revenue – SUBLOCADE 63% $820.0m $855.0m $890.0m $755.8m 0%

U.S. net revenue – PERSERIS 8% $22.4m $26.4m $30.5m $23.3m 2.0%

U.S. net revenue – OPVEE 9% $15.0m $20.0m $25.0$ $15.2 m 1.0%

Pipeline KPIs 20% 3/10 points 6/10 points 10 points 9/10 points 17.5%

Total 100% 20.5%

In addition, an ESG metric acted as a potential modifier to the AIP, reducing the overall AIP outturn by up to 10% if certain ESG

targets were not met during the year. ESG metrics focused on how we drove forward our understanding of the disease state and

created new science to pave the way for an even deeper understanding of patient needs. We honored our commitment to

maintaining a robust and reasonable approach at all times, and minimized our impact on the environment.

The ESG targets were as follows:

Pillar Measure Achievement

Environmental

Implement initiatives that will lead to

a reduction in long-term Scope 1 and

2 carbon emissions.

A number of key carbon emission reduction initiatives were

implemented through the year. This included the installation of solar

panels, switch to more sustainable product packaging, and continued

roll-out of hybrid vehicles in the U.S. fleet.

Social

Execute on agreed Real-World

Evidence (RWE) studies and data

generation plan.

All planned Real World Evidence studies and data generation plans

were completed in the year.

Social

Execute on agreed 2024 publication

strategy and presentation at scientific

conferences.

All targeted submissions of peer-reviewed publications and conference

presentations were delivered.

Governance

Maintain compliance with

Government Agreements and

promotion of ‘SpeakUp’ culture.

Maintained compliance with and achievements against targets relating

to the ‘Speak Up’ culture, as demonstrated through survey results,

which were above benchmark.

Overall

Overall performance resulted in a formulaic outturn of 20.5% of maximum. 25% of Mark Crossley’s 2024 AIP bonus payment will be

deferred into conditional shares for two years under the DBP (subject to continued employment as well as malus provisions)

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113

Governance

The Committee considered the formulaic outcome to be appropriate in the context of the underlying performance of the business and

the wider context of the operating environment and our shareholders and stakeholders and therefore did not exercise its discretion.

DBP awards (audited)

In line with the 2024 Remuneration Policy, Executive Directors deferred 25% of their 2023 bonus into conditional shares under the

DBP. The deferred conditional share awards were granted on March 14, 2024 and vest after two years, subject to continued

employment as well as malus provisions.

Executive Directors for the year

ended December 31, 2024 Date of grant

No. of shares

under award

Closing share

price at date of

grant

Face value

$’000

Vesting date

Mark Crossley Mar 14, 2024 16,959 1631.0p 354.5 Mar 14, 2026

Ryan Preblick

Mar 14, 2024 6,302 1631.0p 131.7 Mar 14, 2026

1. The face value of the awards was calculated using the average mid-market closing price of Indivior’s shares on the business day immediately preceding the

date of grant (1633.0p) and converted to $ using the closing exchange rate on the day immediately preceding the date of grant (£1: $1.2802).

2. Ryan Preblick stepped down as an Executive Director on December 31, 2024.

LTIP awards (audited)

2022‑2024 LTIP awards

Conditional awards were granted under the LTIP to Executive Directors on March 1, 2022. These awards were scheduled to vest on

March 1, 2025.

Executive Directors for the year

ended December 31, 2024 Date of grant

No. of shares

under award at

maximum

Closing share

price at

date of grant

Face value

$’000

Performance Period Vesting date Release date

Mark Crossley Mar 1, 2022 175,699

3,4

1403.0p 3,224.0 Jan 2022 – Dec 2024 Mar 1, 2025 Mar 1, 2027

Ryan Preblick

Mar 1, 2022 108,820

3,4

1403.0p 1,996.8 Jan 2022 – Dec 2024 Mar 1, 2025 Mar 1, 2027

1. The number of shares under award and closing share price at date of grant have been restated to reflect the Company’s 5:1 share consolidation, which

became effective on October 10, 2022.

2. The face value of the awards was calculated using the average mid-market closing price of Indivior’s shares on the five business days immediately preceding

the date of grant (1370.6p) and converted to $ using the closing exchange rate on the day immediately preceding the date of grant (£1:$1.3388).

3. The number of shares awarded to Mark Crossley and Ryan Preblick reflect the maximum LTIP award opportunity of 400% of base salary.

4. Participants are entitled to receive any dividends paid (or cash equivalent of dividends paid) during the vesting and post-vesting holding period when the

shares are released; no dividends were paid between the date of grant and the date of this report.

5. Ryan Preblick stepped down as an Executive Director on December 31, 2024.

The measures set and performance against those measures for the awards granted to Mark Crossley and Ryan Preblick were

asfollows:

Measure

Weighting of

award

Outturn (as a %

of maximum)

Relative TSR vs. the constituents of the FTSE 250 (excluding investment trusts) 50% 0%

Relative TSR vs. the constituents of the S&P 1500 Pharmaceutical and Biotech Index 50% 0%

Outcome 0%

The awards were subject to two separate measures of equal weighting: 1) relative TSR versus the constituents of the FTSE 250 Index

(excluding investment trusts) and 2) relative TSR versus the constituents of the S&P 1500 Pharmaceutical and Biotech Index. 12.5% of

the award would vest where Indivior was ranked at median, and 100% of the award would vest where Indivior was ranked upper

quartile or above, with straight line vesting between media and upper quartile.

The TSR performance period ended on December 31, 2024, and Indivior ranked below median against both indices and consequently

none of the awards vested.

Directors’ Remuneration Report continued

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Governance

2024‑2026 LTIP awards

Under the Remuneration Policy, conditional awards with a value of 400% of base salary or a maximum of 300,000 shares may be

granted to the Executive Directors each year. On March 8, 2024, the Chief Executive Officer and Chief Financial Officer were granted

conditional awards over shares with a value of 400% of base salary.

Executive Directors for the year

ended December 31, 2024 Date of grant

No. of shares

under award at

maximum

Closing share

price at date of

grant

Face value

$’000 Performance period Vesting date Release date

Mark Crossley Mar 8, 2024 157,732 1671.0p 3,487.0 Jan 2024–Dec 2026 Mar 8, 2027 Mar 8, 2029

Ryan Preblick

Mar 8, 2024 97,692 1671.0p 2,159.7 Jan 2024–Dec 2026 Mar 8, 2027 Mar 8, 2029

1. The face value of the awards was calculated using the average mid-market closing price of Indivior’s shares on the five business days immediately preceding

the date of grant (1728.2p) and converted to $ using the closing exchange rate on the day immediately preceding the date of grant (£1:$1.2792).

2. Ryan Preblick stepped down as an Executive Director on December 31, 2024.

The performance measures for 2024-2026 LTIP awards are as follows:

Measure Weighting Rationale for metric

Relative TSR vs. FTSE 250 (excluding

investment trusts) 50%

Provides alignment with shareholders through the relative outperformance

of other U.K.-listed companies

Relative TSR vs. S&P 1500 Pharmaceutical

and Biotech Index 50%

Provides alignment with shareholders through the relative outperformance

of direct sector peers who are subject to similar market influences

Relative TSR performance against each comparator group will be measured over three financial years (2024-2026). 12.5% of the

maximum award will vest for Indivior being ranked median in comparison to the respective peer group, and 100% of the maximum

award will vest for being ranked upper quartile. The award will vest on a straight-line basis between median and upper quartile,

with no portion of the award vesting if Indivior is ranked below the median of the respective peer group. The 2024-2026 LTIP awards

are subject to an additional two-year holding period following the end of the three-year performance period.

Malus and clawback

The Committee has the discretion to scale back or cancel any AIP, DBP, or LTIP awards; extend the performance period or defer the

exercise period prior to the satisfaction of awards or after the end of any relevant holding period in the event: that results are

materially misstated for part of the performance period applicable to an award; an individual’s conduct has amounted to gross

misconduct; or, in the event of serious reputational damage to Indivior. Where awards have vested, the Committee has the

discretion to “claw back” awards or reduce amounts of other payments due to the individual. LTIP awards may be clawed back if a

trigger event occurs before the later of the second anniversary of vesting (or expiry of holding period, if applicable), and the fifth

anniversary of the grant date. DBP awards may be clawed back if a trigger event occurs before the second anniversary of vesting. AIP

payments may be clawed back if a trigger event occurs.

During the year, the Committee reviewed its malus and clawback provisions which were set out in a number of different documents,

including rules embedded in applicable incentive plan rules, in the Executive Compensation Clawback Policy and in the Executive

Financial Recoupment Program. To enable the various provisions to be better streamlined and accessible, the Committee adopted a

standalone Malus & Clawback Policy, which compiled the provisions into one document. In addition to the summary of the malus &

clawback provisions as set out above, the appendices of the Malus & Clawback Policy comprise the following policies in full:

Indivior PLC Executive Compensation Clawback Policy

The policy requires Indivior to recover incentive-based compensation if: (i) there is a restatement of the Company’s financial

statements due to material non-compliance with any financial reporting requirement under securities laws, or that would result

inamaterial misstatement if not corrected for prior periods; and (ii) a covered executive has received incentive-based

compensation in excess of what they should have received if such compensation was instead calculated using the corrected

Company financial statements.

Executive Financial Recoupment Program

As part of the Group’s Corporate Integrity Agreement with the Office of the Inspector General of the U.S. Department of Health and

Human Services, an Executive Financial Recoupment Program was implemented in 2020 (Recoupment Program). Under the terms of

the Recoupment Program, up to two years of performance pay may be put at risk of forfeiture and/or recoupment for certain U.S.-

based executives (which includes serving Executive Directors).

Forfeiture and/or recoupment may be applied in the event that it is determined that there has been a “Triggering Event”; a

Triggering Event includes significant misconduct (violation of law or regulation or a significant violation of an Indivior policy) related

to covered activities or significant misconduct related to covered activities by subordinate employees in the business unit for which

the relevant executive had responsibility that is not an isolated incident and which the relevant executive knew or should have

known was occurring. Forfeiture and/or recoupment under the Recoupment Program may be applied to awards granted after

November 20, 2020 and will cease to apply to awards on July 24, 2025 or the date on which the Group’s obligations under the

Corporate Integrity Agreement expire (if later).

A copy of the Corporate Integrity Agreement can be found on the Group’s website www.indivior.com.

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Governance

Outstanding share awards under the LTIP and DBP (audited)

Details of conditional awards over shares at December 31, 2024 held by the Executive Directors in office at December 31, 2024 are

shown below.

Plan Date of grant

Normal

Vesting Date

Normal

Release Date

No of shares

under award at

January 1,

2024

2,3

Granted

during the

year

Released for

net settlement

during the

year

Vested and

released

during the

year

Vested and

subject to

holding

period

1,2

Unvested

awards at

December 31,

2024

Performance

period

Mark Crossley

LTIP Mar 8, 2024 Mar 8, 2027 Mar 8, 2029 – 157,732 – – – 157,732 2024-2026

LTIP Mar 3, 2023 Mar 3, 2026 Mar 3, 2028 183,271 – – – – 183,271 2023–2025

LTIP Mar 1, 2022 Mar 1, 2025 Mar 1, 2027 175,699 – – – – 175,699 2022–2024

LTIP Mar 1, 2021 Mar 1, 2024 Mar 1, 2026 300,000 – 12,300 – 287,700 – 2021–2023

LTIP Nov 6, 2020

Mar 9, 2023 Mar 9, 2025 30,300 – – – 30,300 – 2020–2022

LTIP Mar 9, 2020

Mar 9, 2023 Mar 9, 2025 394,649 – – – 394,649 – 2020–2022

LTIP Aug 8, 2019 Mar 5, 2022 Mar 5, 2024 5,750 – 2,459 3,291 – – 2019–2021

LTIP Mar 5, 2019 Mar 5, 2022 Mar 5, 2024 153,561 – 65,648 87,913 – – 2019–2021

DBP Mar 14, 2024 Mar 14, 2026 n/a – 16,959 – – – 16,959 n/a

DBP Mar 16, 2023 Mar 16, 2025 n/a 18,169 – – – – 18,169 n/a

DBP Mar 15, 2022 Mar 15, 2024 n/a 19,215 – 8,666 10,549 – - n/a

Total 1,280,614 174,691 89,073 101,753 712,649 551,830

Ryan Preblick

LTIP Mar 8, 2024 Mar 8, 2027 Mar 8, 2029 – 97,692 – – – 97,692 2024-2026

LTIP Mar 3, 2023 Mar 3, 2026 Mar 3, 2028 113,510 – – – – 113,510 2023–2025

LTIP Mar 1, 2022 Mar 1, 2025 Mar 1, 2027 108,820 – – – – 108,820 2022–2024

LTIP Mar 1, 2021 Mar 1, 2024 Mar 1, 2026 213,665 – 8,761 – 204,904 – 2021–2023

DBP Mar 14, 2024 Mar 14, 2026 n/a – 6,302 – – – 6,302 n/a

DBP Mar 16, 2023 Mar 16, 2025 n/a 6,752 – – – – 6,752 n/a

DBP Mar 15, 2022 Mar 15, 2024 n/a 7,140 – 3,220 3,920 – – n/a

Total 449,887 103,994 11,981 3,920 204,904 333,076

1. Awards granted to Executive Directors under the LTIP are subject to a two-year post-vesting holding period, after which time the vested shares arereleased.

2. Where relevant, the number of shares under award has been restated to reflect the Company’s 5:1 share consolidation, which became effective on

October10,2022.

3. Awards granted under the LTIP and the DBP are made in the form of conditional awards over shares. Participants are entitled to receive any dividends paid

(or cash equivalent of dividends paid) on the number of vested shares between the dates of grant and vesting (or release date for awards subject to a

post-vesting holding period).

4. Mark Crossley was granted an LTIP award with a value of 225% of base salary in March 2020. He was granted an additional award under the LTIP on November

6, 2020, to reflect his increased base salary for 2020 following his appointment as Chief Executive Officer. On vesting, a proportion of the awards were released

to enable the settlement of U.S. social taxes due. The award remains subject to a two-year post-vesting holding period. The holding period will end and the

vested shares will be released on March 9, 2025.

5. Ryan Preblick stepped down as an Executive Director on December 31, 2024.

Executive Directors’ shareholding and share interests (audited)

Indivior’s remuneration schemes have been designed to promote long-term shareholdings by Executive Directors.

Under the 2024 Remuneration Policy, awards granted under the LTIP are subject to the achievement of stretching performance

targets measured over a performance period of at least three years and are then subject to a two-year post-vesting holding period.

In addition, 25% of any annual bonus paid under the AIP is deferred into conditional shares for two years under the DBP.

Aligned with the maximum opportunity under the LTIP, Executive Directors are required to build a shareholding with a value equivalent

to 400% of base salary or 300,000 shares, whichever is lower. For the purposes of this requirement the following count towards an

Executive Director’s shareholding: 1) shares held outright by the Executive Director (and where applicable shares held by persons closely

associated with them); 2) vested LTIP awards that are subject to a post-vesting holding period (adjusted to take account of the estimated

tax liability arising on release); and 3) unvested DBP awards (adjusted to take account of the estimated tax liability arising on vesting).

Executive Directors have five years from the date of appointment to their current role in which to achieve this shareholding requirement.

Members of the Executive Committee are expected to build a shareholding of 150% of base salary within the same time frames.

Directors’ Remuneration Report continued

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116

Governance

Once the requirement has been met, Executive Directors are not expected to buy additional shares in the open market to rebuild

their shareholding where the market value of their shares has subsequently reduced as a result of share price decline and/or

exchange rate fluctuations. In such circumstances, Executive Directors would be expected to retain a proportion of shares arising

from future vestings or release of shares to rebuild their holding.

The table below shows the shareholding of each of the Executive Directors in office at December 31, 2024 (together with interests

held by persons closely associated with them) as at December 31, 2024 and, for Mark Crossley, as at the date of this report.

Executive Directors in office for

the year ended

December 31, 2024

Number of shares owned outright LTIP awards DBP awards

Shareholding

requirement (%

of base salary)

Shareholding at

December 31,

2024

(% of base

salary)

Date by which

shareholding

requirement to

be achieved

At March 6,

2025

At December 31,

2024

Vested and

subject to

two-year

post-vesting

holding period

Unvested and

subject to

performance

conditions and

continued

employment

Unvested and

subject to

certain

conditions

Mark Crossley 97,671 97,671 712,649 516,702 35,128 400% 596% Achieved

Ryan Preblick

n/a 68,386 204,904 320,022 13,054 400% 356% n/a

1. In line with Indivior’s executive shareholding requirements, the Executive Directors’ shareholdings as a % of base salary have been calculated based on the

aggregate value of: 1) shares held outright; 2) vested LTIP awards that are subject to a post-vesting holding period (adjusted to take account of the estimated

tax liability arising on release); and 3) unvested DBP awards (adjusted to take account of the estimated tax liability on vesting). Calculations were made using

the three-month average share price to December 31, 2024 (795.5p); an estimated tax rate of 45% was assumed in calculating the net value of awards where a

tax liability will arise upon exercise, vest or release.

2. Executive Directors have five years from date of appointment in which to achieve their shareholding requirement.

3. Ryan Preblick stepped down as an Executive Director on December 31, 2024.

Payments to past Directors (audited)

There were no payments to past Directors.

Payments for loss of office (audited)

There were no payments for loss of office.

External appointments

Subject to the prior approval of the Board, Executive Directors are able to accept an external appointment outside the Company.

TheExecutive Director does not hold any external appointments.

Review of past performance

Historical TSR performance

The graph below shows the TSR of the Company and the FTSE 250 Index over the period from the Company’s admission to trading

on the London Stock Exchange’s main market on December 23, 2014, to December 31, 2024. The FTSE 250 Index was selected on the

basis that the Company was a member of the FTSE 250 Index for the majority of that period.

FTSE 250

Indivior

2014 20192015 20202016 20212017 20222018 2023 2024

100

150

200

250

300

Value (£) (rebased)

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Governance

Chief Executive Officer remuneration

The historical total remuneration for the Chief Executive Officer for the period from January 1, 2015, to December 31, 2024, is set out

in the table below. The AIP payout and LTIP vesting level as a percentage of the maximum opportunity are also shown.

Shaun

Thaxter

2015

Shaun

Thaxter

2016

Shaun

Thaxter

2017

Shaun

Thaxter

2018

Shaun

Thaxter

2019

Shaun

Thaxter

2020

Mark

Crossley

2020

Mark

Crossley

2021

Mark

Crossley

2022

Mark

Crossley

2023

Mark

Crossley

2024

Single figure of total

remuneration ($’000) 4,317.9 5,024.8 9,215.7 1,009.6 2,138.7 557.3 760.5 5,185.0 9,974.1 9,041.6 1,321.8

AIP (outturn as a %

ofmaximum) 94.5% 94.5% 78.5% 0% 65.5% 0% 0% 88.5% 75.5% 85.0% 20.5%

LTIP (outturn as a %

ofmaximum) 93.3% 100% 73.5% 0% 0% 0% 0% 67.8% 100% 100% 0%

1. Mark Crossley was appointed Chief Executive Officer on June 29, 2020. Shaun Thaxter was Chief Executive Officer from the date of the Company’s listing in 2014

until June 27, 2020.

The Group has fewer than 250 employees in the U.K. and is therefore not required to publish Chief Executive Officer pay ratio

information as set out by The Companies (Miscellaneous Reporting) Regulations 2018.

Percentage change in the remuneration of Directors and employees

The following table sets out the change in remuneration, excluding LTIP and pension contributions, paid to the Directors who served

on the Board during the year, compared with the average percentage change for the U.S. employee population since 2020 (2020 to

2021; 2021 to 2022; 2022 to 2023; and 2023 to 2024). The U.S. employee population has been chosen, as the majority of the Group’s

employees are based in the U.S.

Change in remuneration of Directors compared to U.S. employee population

Change from 2023 to 2024 Change from 2022 to 2023 Change from 2021 to 2022 Change from 2020 to 2021

Base

salary/

fees

Taxable

benefits

Annual

bonus

Base

salary/

fees

Taxable

benefits

Annual

bonus

Base

salary/

fees

Taxable

benefits

Annual

bonus

Base

salary/

fees

Taxable

benefits

Annual

bonus

U.S. Employee Population

1,2

4.5% (2.3)% (54.0)% 6.8% (7.0)% 23.1% 3.6% 14.2% (7.23)% 1.0% (11.0)% 106%

Executive Directors

Mark Crossley

4.5% (1.3)% (74.8)% 3.5% 5.9% 16.5% 4.0% 12.8% (11.3)% 14.8% (12.5)% n/a

Ryan Preblick

4.5% (2.7)% (74.8)% 3.5% 13.2% 16.5% 4.0% 14.6% (11.3)% 766.7% 711.9% n/a

Non-Executive Directors

Peter Bains 8.6% 55.8% – 2.9% n/a – 0% – – 0% – –

Joe Ciaffoni

n/a n/a – – – – – – – – – –

Dr. Keith Humphreys

5,11

n/a n/a – n/a n/a – – – – – – –

Jo LeCouilliard 18.8% 106.6% – 6.7% n/a – 29.4% – – – – –

Barbara Ryan 18.8% 72.6% – n/a n/a – – – – – – –

Mark Stejbach 27.3% 78.5% – 10.0% n/a – 29.4% n/a – – – –

Juliet Thompson

24.3% 54.6% – 8.8% n/a – 32.2% – – – – –

Dr. David Wheadon

n/a n/a – – – – – – – – – –

Retired Directors

Graham Hetherington

0% 31.7% – 0% n/a – 0% – – 157.5% – –

Jerome Lande

2.5% 65.3% – (2.4%) n/a – 19.3% n/a – – – –

Dr. A. Thomas McLellan

n/a n/a – 3.3% n/a – 0% n/a – 0% (100)% –

Robert Schriesheim

10,11

n/a n/a – – – – – – – – – –

1. Indivior PLC is not an employing company and therefore the remuneration of the U.S employee population (on a full-time equivalent basis) has been

included as the comparator group as this is where the majority of the Group’s employees are based.

2. The average merit increase for 2024 was 4.5%.

3. Further details of Mark Crossley’s remuneration arrangements can be found on page 112.

4. Further details of Ryan Preblick’s remuneration arrangements can be found on page 112.

5. Dr. Keith Humphreys was appointed to the Board on November 9, 2023.

6. Dr. David Wheadon was appointed to the Board on June 1, 2024.

7. Juliet Thompson was appointed Senior Independent Director on October 1, 2023.

8. Dr. A. Thomas McLellan retired from the Board on February 29, 2024.

9. Graham Hetherington and Jerome Lande stepped down from the Board on December 31, 2024.

10. Joe Ciaffoni and Robert Schriesheim were appointed to the Board on December 16, 2024.

11. Robert Schriesheim stepped down from the Board on March 2, 2025.

12. “n/a” refers to a nil value or part-year in the previous year which means that a year-on-year change cannot be calculated.

13. Benefits provided to Non-Executive Directors comprised the grossed-up cash value of travel and subsistence costs incurred in the normal course of business.

in relation to attendance at Board meetings and in fulfilling their roles, and the cost of providing professional support for the completion of U.K. tax returns

for U.S. tax residents. A directly comparable percentage change for 2023 compared to 2022 is not possible. The amount of taxable benefits received by Non-

Executive Directors in 2024 is shown on page 120.

Directors’ Remuneration Report continued

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Governance

Workforce remuneration and engagement on executive remuneration

In September 2024, the Committee undertook a review of the remuneration arrangements and related policies for the wider

workforce. This comprised a review of the Group’s core compensation programs, including the base salary merit increase process,

benefits, and short- and long-term incentive arrangements. Variable remuneration schemes are designed to drive performance and

behaviors consistent with the Group’s purpose, values and strategy. Performance measures under the AIP are designed to align to

the key strategic drivers for the year ahead and are developed alongside the Group’s annual financial plans. Performance measures

for awards granted to senior leaders under the LTIP are subject to relative TSR measures and are therefore directly aligned with the

interests of shareholders.

The Committee did not consult with employees on executive remuneration in respect of the 2024 financial year as no changes were

made to executive remuneration arrangements.

Further information on workforce engagement can be found on page 86.

Relative importance of spend on pay

The following table shows total employee pay compared with shareholder distributions and research and development expenses

for 2024 and 2023. Research and development expenses have been selected as a comparator as this measure is considered to be an

indicator of investment in the future performance of the business.

2024

2023

$m % change

Total employee pay

319 309 3%

Shareholder distributions

2,3

168 33 409%

Research and development expenses

142 106 34%

1. See Note 5 to the financial statements on page 153 for further information regarding employee costs.

2. In line with the Dividend Policy approved by the Board in 2016, there were no dividends paid in respect of the 2023 and 2024 financial year.

3. The Group commenced a share repurchase program of up to $100m or 13,632k shares in November 2023 which continued into 2024. From January 1, 2024 to

August 2, 2024, the Company repurchased and canceled 4,532k shares. A further share repurchase program of up to $100m commenced immediately

thereafter. Under this program, from August 5, 2024 to December 31, 2024, the Company repurchased and canceled 8,547k shares. See Note 23 to the financial

statements on page 174 for further information regarding share capital.

4. See Note 4 to the financial statements on page 152 for further information regarding research and development expenses.

Share plan limits

The rules of Indivior’s share plans provide that awards can be satisfied by newly issued shares, the transfer of treasury shares, or

existing shares (purchased in the market and held in an employee benefit trust).

Awards granted prior to the transfer of the Company’s primary listing to Nasdaq in June 2024 remain subject to U.K. dilution limits.

Under those limits, the aggregate number of shares that may be issued to satisfy awards made under those plans must not exceed

10% of the Company’s issued share capital in any 10-year period.

Awards granted after the transfer of the Company’s primary listing to Nasdaq are subject to share reserves that may be utilized in

connection with the plans.

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Governance

Single total figure of remuneration for the Chair and Non-Executive Directors (audited)

The table below sets out the total remuneration received by the Chair and the Non-Executive Directors for the year ended December

31, 2024.

Role as at December 31, 2024

2024

Fees

’000

2023

Fees

’000

2024

Benefits

’000

2023

Benefits

’000

2024

Total

’000

2023

Total

’000

Peter Bains

Independent Non-Executive Director £95.0 £87.5 £4.3 £2.8 £99.3 £90.3

Joe Ciaffoni

Independent Non-Executive Director $4.0 – – – $4.0 –

Dr. Keith Humphreys

Independent Non-Executive Director $122.7 $17.8 $8.7 – $131.4 $17.8

Jo LeCouilliard

3,6

Independent Non-Executive Director £95.0 £80.0 £4.9 £2.3 £99.9 £82.3

Barbara Ryan

3,7

Independent Non-Executive Director $137.1 $115.5 $9.5 $5.5 $146.6 $121.0

Mark Stejbach

3,8

Independent Non-Executive Director $151.6 $119.0 $10.8 $6.1 $162.4 $125.1

Juliet Thompson

3,9

Senior Independent Director £115.0 £92.5 £4.5 £2.9 £119.5 £95.4

Dr. David Wheadon

Independent Non-Executive Director $71.6 – $4.9 – $76.5 –

Retired Directors

Graham Hetherington

3, 13

n/a £275.0 £275.0 £7.7 £5.8 £282.7 £280.8

Jerome Lande

3,4,13

n/a $99.8 $97.4 $9.3 $5.6 $109.1 $103.0

Dr. A. Thomas McLellan

3,10

n/a $20.4 $111.9 – $8.5 $20.4 $120.4

Robert Schriesheim

12,14

n/a $4.0 – – – $4.0 –

Note: Totals may not sum up due to rounding.

1. Fees paid to the Chair and the Non-Executive Directors are paid in their local currency. In 2016, a fixed exchange rate (GB£1:US$1.4434) was applied to

translate U.K. amounts into U.S. dollars, effectively setting fees at that time, on both a U.K. and U.S. basis.

2. Benefits comprise the grossed-up cash value of travel and subsistence costs incurred in the normal course of business in relation to attendance at Board

meetings held in the U.K. and in fulfilling the Non-Executive Director’s role, and the cost of providing professional support for the completion of U.K. tax

returns for U.S. tax residents. These costs were translated to US$ using the average exchange rate for the 2024 financial year (GB£1:US$1.278).

3. The Chair and the Non-Executive Directors were appointed to the newly formed Nomination Committee on October 1, 2023.

4. Jerome Lande stepped down as a member of the Nomination Committee on May 31, 2024.

5. Dr. Keith Humphreys was appointed as an Independent Non-Executive Director and as a member of the Compliance, Ethics & Sustainability, Nomination, and

Science Committees on November 9, 2023. He had no taxable benefits during 2023.

6. Jo LeCouilliard was appointed as Chair of the Compensation Committee on October 1, 2023.

7. Barbara Ryan was appointed as a member of the Compensation Committee on October 1, 2023.

8. Mark Stejbach was appointed as a member and Chair of the Compliance, Ethics & Sustainability Committee on October 1, 2023.

9. Juliet Thompson was appointed as Senior Independent Director on October 1, 2023. The role of the Senior Independent Director was redesignated as the Lead

Independent Director with effect from January 1, 2025.

10. Dr. A. Thomas McLellan stepped down from the Board on February 29, 2024.

11. Dr. David Wheadon was appointed as an Independent Non-Executive Director and a member of the Nomination, Compensation, and Science Committees on

June 1, 2024. He was appointed Chair of the Board on January 27, 2025.

12. Joe Ciaffoni and Robert Schriesheim were appointed as Independent Non-Executive Directors and members of the Nomination Committee on December 16, 2024.

13. Graham Hetherington and Jerome Lande stepped down from the Board on December 31, 2024.

14. Robert Schriesheim stepped down from the Board on March 2, 2025.

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Chair and Non-Executive Directors’ fees (audited)

The current fee levels for the Chair and Non-Executive Directors are set out in the table below.

Fee in

Chair fee

n/a $500,000

Non-Executive Director fee £55,000 $79,387

Additional Senior Independent Director fee £20,000 $28,868

Additional Committee Chair fee £20,000 $28,868

Additional Committee membership fee £10,000 $14,434

1. Fees paid to the Non-Executive Directors are paid in their local currency. In 2016, a fixed exchange rate (£1:$1.4434) was applied to translate U.K. amounts into

U.S. dollars, effectively setting fees at that time, on both a U.K. and U.S. basis.

2. The fee paid to the Chair of the Board was increased to $500k with effect from the appointment of Dr. David Wheadon as Chair on January 27, 2025. He does

not receive additional fees for being a member of a Committee or for chairing any Committee.

The fees paid to the Non-Executive Directors were determined at the time of the Company’s listing on the London Stock Exchange in

2014 and have not been increased since that time. The Chair and Non-Executive Directors’ fees were reviewed in November 2024.

The Compensation Committee agreed that the fee for the new Chair would be set at $500k from the time of appointment, aligning

with U.S. benchmarks.

The Chair and the Non-Executive Directors are not eligible to participate in the Company’s AIP, LTIP, or pension schemes.

Chair and Non-Executive Directors’ share interests (audited)

The Chair and Non-Executive Directors are expected to acquire an interest in Indivior shares over the course of their appointment.

The following table shows the shareholdings of the Chair and Non-Executive Directors (together with the interests of persons closely

associated with them) as at December 31, 2024 (or up to the date they stepped down from the Board, if earlier) and as at the date of

this report

Total number of

shares held at

March 6, 2025

Total number of

shares held at

December 31,

2024

Total number of

shares held at

December 31,

2023

Peter Bains 10,800 10,800 10,800

Joe Ciaffoni

56,000 – n/a

Dr. Keith Humphreys 2,379 2,379 1,604

Jo LeCouilliard 1,490 1,490 –

Barbara Ryan – – –

Mark Stejbach 13,924 13,924 12,584

Juliet Thompson 3,850 3,850 –

Dr. David Wheadon

10,000 – n/a

Retired Directors

Graham Hetherington

4,6

n/a 21,651 20,301

Jerome Lande

n/a 63 63

Dr. A. Thomas McLellan

n/a 1,509 1,509

Robert Schriesheim

2,7

n/a 21,400 n/a

1. Daniel Ninivaggi was appointed as an Independent Non-Executive Director on January 27, 2025. He held 15,000 shares as at March 6, 2025.

2. Joe Ciaffoni and Robert Schriesheim were appointed as Independent Non-Executive Directors on December 16, 2024.

3. Dr. David Wheadon was appointed as an independent Non-Executive Director on June 1, 2024 and as Chair of the Board on January 27, 2025.

4. Graham Hetherington and Jerome Lande stepped down from the Board on December 31, 2024.

5. Dr. A. Thomas McLellan retired from the Board on February 29, 2024. His interests during the year are shown as at that date.

6. The number of shares held by Graham Hetherington at December 31, 2023 has been restated to correct a discrepancy of five shares identified during the year.

7. Robert Schriesheim stepped down from the Board on March 2, 2025.

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Governance

Executive Directors’ service agreements

The Executive Directors in office at December 31, 2024 have service agreements that set out the contract between them and

theGroup.

Date of appointment

Notice period

from Group

Notice period

from individual

Expiry of

current term

Mark Crossley June 2020 12 months 12 months Rolling contract

Ryan Preblick

November 2020 12 months 12 months Rolling contract

1. Ryan Preblick stepped down as an Executive Director on December 31, 2024.

Chair and Non-Executive Directors’ letters of appointment

The terms of service of the Chair and the Non-Executive Directors are contained in letters of appointment. In accordance with the

Corporate Governance Guidelines adopted by the Board with effect from January 1, 2025, the Chair and Non-Executive Directors are

subject to election or re-election by shareholders at each Annual General Meeting. Neither the Chair nor the Non-Executive

Directors are entitled to receive compensation for loss of office.

The table below sets out the dates of appointment of the Chair and the Non-Executive Directors and their length of service as at

December 31, 2024.

Date of appointment

Length of Service

at December 31,

2024 Notice Period

Peter Bains August 1, 2019 5 1 month

Joe Ciaffoni December 16, 2024 <1 1 month

Graham Hetherington

November 1, 2019 5 1 month

Dr. Keith Humphreys November 9, 2023 1 1 month

Jerome Lande

March 24, 2021 3 1 month

Jo LeCouilliard March 24, 2021 3 1 month

Barbara Ryan June 1, 2022 2 1 month

Robert Schriesheim

December 16, 2024 <1 1 month

Mark Stejbach March 24, 2021 3 1 month

Juliet Thompson March 24, 2021 3 1 month

Dr. David Wheadon June 1, 2024 <1 1 month

1. Graham Hetherington was appointed Chair of the Board in November 2020. He stepped down from the Board on December 31, 2024.

2. Jerome Lande’s appointment was subject to the terms of the Relationship Agreement between the Company and Scopia Capital Management LP. He stepped

down from the Board on December 31, 2024.

3. Robert Schriesheim stepped down from the Board on March 2, 2025.

Shareholder vote for the 2024 Remuneration Policy and 2023 Directors’ Remuneration Report

The table below sets out the voting outcome at the AGM held on 9 May 2024:

Resolution Votes for Votes for (%) Votes against Votes against (%)

Votes withheld

(abstentions)

Approve the 2023 Directors’ Remuneration Report

81,895,483 96.05% 3,368,205 3.95% 36,863

Approve the 2024 Remuneration Policy

82,968,417 97.29% 2,312,684 2.71% 19,450

1. Advisory vote.

2. Binding vote.

Directors’ Remuneration Report continued

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Governance

Summary Remuneration Policy

This section of the report sets out a summary of the 2024 Remuneration Policy that was approved by shareholders at the AGM on

May 9, 2024 and became effective on that date. The full Policy can be found in the Directors’ Remuneration Report in the 2023

Annual Report on the Company’s website at www.indivior.com.

Summary Policy table – Executive Directors

Remuneration

element Overview

Base salary Base salaries are normally reviewed annually, with any increase normally being applied with effect from

January 1 each year. Base salary levels/increases take account of: the scope and responsibility of the role;

progression within the role; individual and overall business performance; salary increases awarded across

the Group as a whole; and the competitive practice in the Group’s remuneration peer group.

Pension benefits Executive Directors may receive contributions into a defined contribution scheme, a cash allowance,

pension benefits in the form of profit-sharing contributions into the U.S. qualified 401(K) plan, Group

matching on 401(K) elected deferrals, or a combination thereof.

Maximum levels of contributions for Executive Directors will be in line with the rates currently available to

the wider workforce in the Executive Director’s local market.

Benefits Executive Directors may receive various market-competitive benefits, which may include: a company car (or

cash equivalent), travel allowance, private medical and dental insurance, travel accident policy, and

disability and life assurance. Where appropriate, other benefits (including the tax thereon) may be provided

to take account of individual circumstances, such as but not limited to expatriate allowances, relocation

expenses, housing allowance and education support. The Company provides Directors’ and Officers’ liability

insurance, and an indemnity to the extent permitted by law.

Annual Incentive

Plan (AIP)

Performance is assessed on an annual basis with measures and targets normally set by the Committee at

the start of the performance year. At the end of the performance year, the Committee determines the

extent to which these have been achieved.

Bonuses are paid after the end of the performance year. Normally, 75% of the annual bonus is delivered in

cash and 25% is deferred into shares. During the deferral period, which is usually a period of two years,

deferred share awards are subject to continued employment and may be reduced or canceled in certain

circumstances. Dividends or equivalents may be paid, normally in the form of additional shares, on

deferred share awards up to the end of the deferral period, where relevant.

The Committee has discretion to adjust the formulaic bonus outcomes both upward and downward

(including to zero) taking into account factors including, but not limited to, the underlying performance of

the Group.

The maximum annual bonus payable under the AIP is 200% of base salary.

Long‑Term

Incentive Plan (LTIP)

Awards under the LTIP may consist of grants of conditional share awards, nil cost options or market-value

share options which normally vest subject to the achievement of stretching performance targets measured

over a performance period of at least three years. Awards granted to Executive Directors are subject to an

additional holding period following the performance period. For awards with a three-year performance

period, this holding period will normally be two years.

The LTIP opportunity is reviewed annually with reference to market data and the associated cost to the

Group is calculated using an expected value methodology. The performance conditions are reviewed before

each award cycle to ensure they remain appropriate and targets are suitably stretching. In accordance with

the terms of the LTIP, performance conditions applicable to subsisting awards may be amended if the

Committee reasonably considers it appropriate, provided that the amended performance conditions are

not materially easier or more difficult to satisfy than when originally set.

Dividends or dividend equivalents may be paid, normally in the form of additional shares, on LTIP awards

that vest up to the end of the post-vesting holding period, where relevant.

The Committee has discretion to adjust the formulaic LTIP outcomes both upward and downward (including

to zero) taking into account factors including, but not limited to, the underlying performance of the Group.

The maximum annual award that may be made to any individual in respect of any financial year will be the

lower of 300,000 shares and 400% of base salary.

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123

Governance

Remuneration

element Overview

Shareholding

guidelines

Executive Directors are expected to acquire a significant number of shares over a period of five years of the

date of appointment to their current role and retain these until retirement from the Board of Directors. The

shareholding requirement is the lower of 300,000 shares or the number of shares equivalent to 400% of

base salary for the Executive Directors, in line with the overall LTIP maximum annual opportunity. This is

generally expected to be achieved within five years of the date of appointment.

Executive Directors are also required to hold Indivior shares equal to their in-post shareholding

requirement (or actual shareholding if lower) for two years post departure.

Executive Directors are also subject to a post-cessation shareholding policy. Executive Directors will

normally be expected to maintain a holding of Indivior shares at a level equal to the lower of the in-post

shareholding guideline or the individual’s actual shareholding for a period of two years from the date the

individual ceases to be a Director. The specific application of this shareholding policy will be at the

Committee’s discretion. The Committee has the discretion to waive this requirement in certain

circumstances (e.g. compassionate circumstances).

All‑employee share

plans

Executive Directors may participate in all-employee share plans offered by the Group on the same basis as

is offered to the Group’s other eligible employees. Maximum opportunity for awards will be in line with the

savings limits set by local regulations.

This report was approved by the Board and signed on its behalf by:

Jo LeCouilliard

Chair of the Compensation Committee

March 6, 2025

Directors’ Remuneration Report continued

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Directors’ Report

The Directors present their Annual Report and

Accounts which includes the audited Group financial

statements and audited Parent Company financial

statements for the year ended December 31, 2024.

The Directors’ Report on pages 125 to 128 which includes the

Corporate Governance disclosures on pages 72 to 124, together

with the Strategic Report on pages 1 to 71, when taken together

constitute the management report as required by Rule 4.1.8R of

the U.K. Financial Conduct Authority’s (FCA) Disclosure Guidance

and Transparency Rules (DTRs).

The Statement of Directors’ Responsibilities on page 129 is

incorporated into the Directors’ Report by reference.

The following information, fulfilling the further disclosure

requirements contained in the Companies Act 2006, Schedule 7

of the Large and Medium-Sized Companies and Groups

(Accounts and Reports) Regulations 2008 and the DTRs,

hasbeen included elsewhere within the Annual Report

andAccounts and is incorporated into the Directors’ Report

byreference:

Disclosure Location

Principal activities Note 1 to the Group

financialstatements

Corporate governance

statement

Corporate Governance

(page78)

Business review Strategic Report (pages

14to70)

Future business developments

and R&D activities

Strategic Report (pages 1to71)

Greenhouse gas emissions Strategic Report (pages

43to44)

Employee engagement Strategic Report (page 38)

Financial risk management Note 15 to the Group

financialstatements

Results and dividends

The consolidated income statement is on page 139.

The net loss for the financial year attributable to shareholders’

equity amounted to $48m (2023: $2m profit).

In line with the Board’s approved dividend policy, the Directors

do not recommend payment of a dividend in respect of the

financial year ended December 31, 2024.

Directors and their interests

The Directors of the Company who served during the financial

year ended December 31, 2024, and up to the date of signing

thefinancial statements, appear on pages 74 and 75.

OnDecember 31, 2024, Graham Hetherington, Jerome Lande

andRyan Preblick stepped down from the Board.

Ryanremainsas the Company’s Chief Financial Officer.

Details of Directors’ interests (and those of their Persons Closely

Associated) in the Company’s ordinary shares, including any

interest in share awards and long-term incentive plans, are set

out in the Directors’ Remuneration Report on pages 106 to 124.

Powers of Directors

The Directors are responsible for managing the business

oftheCompany and may exercise all the powers of the

Company, subject to the provisions of the Company’s Articles

ofAssociation in respect of the liability incurred as a result

oftheir office. Powers relating to the issuing of shares are also

included in the Articles of Association, and such authorities

areput to shareholders for renewal at the AGM each year.

Appointment and replacement of Directors

The Company’s Articles of Association give the Directors

powerto appoint and replace Directors. Under the provisions

ofthe Nomination Committee Charter, any appointment

willberecommended by that Committee for approval

bytheBoard ofDirectors.

The Articles of Association require Directors to retire

andsubmitthemselves for reappointment at the first

AGMfollowing their appointment. The Articles also require

allDirectors who have held office at the date of the two

preceding AGMs and who didnot retire at either of them

tosubmit themselves for reappointment at the AGM.

Notwithstanding these provisions ofthe Articles of Association,

and in line with previous years, allDirectors wishing

tocontinuein office will offer themselves for reappointment

byshareholders at the 2025 AGM, namelyDr.David Wheadon,

Joe Ciaffoni, Dr. Keith Humphreys, DanielNinivaggi, Barbara

Ryan, Mark Stejbach and Juliet Thompson.

Details of Directors’ service contracts and length of service

areset out in the Directors’ Remuneration Report on page 122.

Director indemnities and insurance cover

In accordance with the Articles of Association, the Company

hasgranted its Directors an indemnity to the extent permitted

by law, in respect of the liability incurred as a result of their

office. This indemnity was in place for Directors that served

during 2024 and also for each serving Director as at the date

ofapproval of this report. Also, throughout the year,

theCompany purchased and maintained Directors’ and Officers’

liability insurance for its Directors and Officers, which remained

in force at the date of the approval of the Directors’ Report.

Neither the qualifying third-party indemnity nor the insurance

provides cover in the event that a Director is found to have

acted dishonestly or fraudulently.

Articles of Association

The Company’s Articles of Association may be amended

byspecial resolution of the shareholders. A resolution

toamendthe Articles of Association will be put to the 2025

AGM.Asummary of the proposed changes to the Articles

ofAssociation can be found in the 2025 AGM Notice.

Indivior Annual Report and Accounts 2024 |

125

Governance

Directors’ Report continued

Stakeholder engagement

How the Directors have had regard to the need to foster

business relationships with stakeholders, including suppliers,

customers, and others, can be found on pages 24 to 30 of the

Strategic Report.

Further information regarding the Board’s engagement with the

workforce can be found on page 27.

The Directors acknowledge that stakeholders and shareholders

provide valuable feedback and help shape the Group’s overall

approach to governance. For further information, please refer

tothe Stakeholder Engagement section on pages 24 to 30 and

specifically to the Section 172(1) Statement within this

onpage25.

Branches

The Group has branches in Finland, Norway and Sweden.

Share capital

Details of the Company’s shares capital are set out in Note 23 to

the Group financial statements.

The Company has one class of ordinary shares which carries no

rights to fixed income. Each share carries the right to one vote

at general meetings of the Company. The ordinary shares are

admitted to listing on the Official List of the FCA and admitted

to trading on the Main Market of the London Stock Exchange

and on the Nasdaq Global Select Market. The ordinary shares

trade on both exchanges under the ticker symbol “INDV”.

As of December 31, 2024, the Company had 124,969,966 ordinary

shares of $0.50 each in issue. The Company does not hold any

Treasury shares.

There are no restrictions on the voting rights attaching

totheCompany’s ordinary shares or the transfer of securities

inthe Company. No person holds securities in the Company

which carry special voting rights with regards to control

oftheCompany. The Company is not aware of any agreements

between holders of securities that may result in restrictions

onthe transfer of securities or on voting rights.

Authority to allot shares

At the 2025 AGM, the Directors will ask shareholders to renew

the authority last granted to them at the 2024 AGM to allot

shares up to a maximum amount equivalent to two thirds of the

shares in issue, provided that any amount in excess of one third

is only used to allot shares in connection with a fully pre-

emptive offer to existing shareholders. The renewed authority,

ifgranted, will apply until the conclusion of the 2026AGM.

Two special resolutions will be proposed at the 2025

AGMtoauthorize the Directors to allot equity shares

intheCompany for cash, without regard to the pre-emption

provisions of the Companies Act 2006.

The Board currently intends to ask shareholders to renew

theseauthorities annually in line with institutional

shareholderguidance.

Disapplication of pre-emption rights

Following the Pre-Emption Group’s issuance of a new

Statementof Principles in 2022 which raised the threshold

fornon-pre-emptive issuances and in line with the authority

sought at the 2024 AGM, the Company will be seeking

shareholder approval for a disapplication threshold

of20%ofthe Company’s issued share capital, representing:

• 10% of the issued share capital for general purposes;

andanadditional 10% of issued share capital, to be used

onlyin connection with an acquisition or capital investment.

In both cases, an additional authority of up to 2% is sought

forthe purposes of making “follow-on” offers in line with

thePre-Emption Group’s Statement of Principles.

Further information on these resolutions can be found

inthe2025 Notice of AGM.

Authority to purchase own shares

At the 2024 AGM, shareholders approved a resolution

fortheCompany to make purchases of its own shares

uptoamaximum number of ordinary shares, being

approximately 10% of the issued share capital.

The authority is renewable annually and shareholders will be

asked to approve an equivalent resolution at the 2025 AGM.

The Directors consider it desirable for these general

authorizations to be available in order to maintain an efficient

capital structure but will only purchase the Company’s shares

inthe market if they believe it is in the best interests

ofshareholders generally.

On August 6, 2024, the Company announced completion

ofits2023 share repurchase program which had commenced

onNovember 17, 2023. In aggregate, the Company purchased

5.9m shares of $0.50 each for a total consideration of $100m.

Allpurchased shares were subsequently canceled.

On July 25, 2024, the Company announced the commencement

of a new share repurchase program under which it would

repurchase its ordinary shares for up to a maximum

consideration of $100m. On February 4, 2025, the Company

announced that it had completed this share repurchase

program and that, in aggregate, it had purchased 9.4m shares

of$0.50 each for a total consideration of $100m. All purchased

shares were subsequently canceled.

In aggregate, the total number of shares purchased in the year

ended December 31, 2024 was 13m, which represented 10.5% of

issued share capital as at December 31, 2024, for a total

consideration of $168m.

Shares held in the Indivior PLC Employee Benefit Trust

The trustee of the Indivior PLC Employee Benefit Trust (EBT)

hasagreed not to vote using any shares held by the EBT at any

general meeting. If any offer is made to shareholders to acquire

their shares the trustee will not be obliged to accept or reject

the offer in respect of any shares which are at that time subject

to subsisting awards, but will have regard to the interests of the

award holders and will have power to consult them to obtain

their views on the offer. Subject to the above, the trustee may

take action with respect to the offer it thinks fair. The trustee

ofthe EBT has waived its right to receive dividends on shares

held in the EBT.

Indivior Annual Report and Accounts 2024 |

126

Governance

Substantial shareholdings

As at December 31, 2024 and February 28, 2025, the Company had been notified under Rule 5 of the DTRs of the following major

interests in the voting rights in the capital of the Company:

At December 31, 2024

Number of shares

At December 31, 2024

% of total voting

rights

At February 28, 2025

% of total voting

rights

Two Seas Capital LP 12,457,514 9.96% 9.96%

Oaktree Capital Management (UK) LLP 8,493,173 6.34% 6.34%

Deerfield Management Company, L.P. (Series C) 6,567,399 5.17% 5.17%

1. Percentage of total voting rights at the date of notification to the Company.

Relationship Agreement with Scopia Capital

Management LP

In November 2024, the Company’s relationship agreement

withScopia Capital Management LP, which was otherwise due

toexpire on December 31, 2024, terminated in accordance with

its terms because the aggregate of Scopia’s and its affiliates’

interests in the issued share capital of the Company reduced

below the threshold for automatic termination.

Relationship Agreement with Oaktree

On December 16, 2024, the Company entered into a Relationship

Agreement (Relationship Agreement) with certain affiliated

funds of Oaktree Capital Management, L.P. (Oaktree Parties),

which managed shares comprising approximately 7.6 percent

ofthe issued share capital of the Company as at that date.

Pursuant to the terms of the Relationship Agreement, the

Company (i) appointed Robert Schriesheim, Joseph Ciaffoni and

(following the appointment of Dr. David Wheadon as Chair of

the Company) Daniel Ninivaggi (together, theNew NEDs) to the

Board and (ii) agreed, until the expiry of the Relationship

Agreement, to have a maximum of 11 directors ontheBoard.

The Company also agreed that the Board will unanimously

recommend to shareholders the re-appointment of the New

NEDs to the Board at the Company’s 2025 AGM.

The Relationship Agreement included commitments from

theOaktree Parties that they will not, and will take reasonable

steps to ensure that each of their affiliates will not, (i) remove

or publicly propose the removal of any member of the Board,

(ii) put forward or propose any resolution, agenda item or

amendment thereto at a general meeting of the Company, (iii)

nominate any person to the Board, (iv) require the Board to call

a general meeting of the Company, (v) require circulation of a

statement relating to a proposed resolution orany other

business to be dealt with at a general meeting ofthe Company,

(vi) make any public proposal to change (a)theBoard or

management, (b) the capitalization or capital allocation

program and practices of the Company, or (c) the Company’s

business or corporate structure, or (vii) vote against the

recommendation of the Board on any ordinary course

resolution, or solicit or knowingly urge any shareholder of

theCompany to take the foregoing actions. The Relationship

Agreement also contains mutual non-disparagement

andnolitigation covenants.

The Relationship Agreement will terminate on December 31,

2025, provided that the Oaktree Parties may terminate the

Relationship Agreement earlier if the Company breaches certain

provisions of the Relationship Agreement.

On March 4, 2025, the Company entered into an Amended and

Restated Relationship Agreement with the Oaktree Parties (which

managed shares comprising approximately 8.6% of the issued

share capital of the company as at that date). The Amended and

Restated Relationship Agreement provided for (i) the reduction of

the size of the Company’s Board of Directors to a maximum of

seven directors, pending the appointment of one new Non-

Executive Director by July 1, 2025, (the identity of whom is subject

to the approval of the Oaktree Parties) which will take the

maximum to eight directors; (ii) the appointment of Daniel

Ninivaggi as Chair of the Nomination Committee; and (iii) the

discontinuance of the Company’s Operational Committee. The

other terms of the Relationship Agreement remained unchanged.

Significant agreements – change of control

In the event of a change of control of the Company following

atakeover bid, the Company’s borrowings under its Note

Purchase Agreement dated November 4, 2024, could become

repayable. There are no other significant agreements to which

the Company is a party that take effect, alter or terminate upon

a change of control of the Company following a takeover bid.

There are no significant agreements between the Company and

its Directors or employees providing for compensation for loss

of office or employment that occurs due to a takeover, save that

provisions of the Company’s share plans may cause options

andawards to vest on a takeover, and if the employment

ofanExecutive Director or other employee is terminated

bytheCompany following a takeover then there may be

anentitlement to appropriate notice and/or compensation

asprovided in applicable contracts or terms of employment.

Political donations

The Company’s U.S. subsidiaries do make “political donations”

as defined under U.K. law, but these donations are not subject

to that law. Donations by U.S. subsidiaries did not exceed

$500,000. No other company in the Group made a political

donation during the year.

Workforce

Our workforce includes employees, interns and contingent

workers. During the year, the Group employed an average of1,152

people worldwide (2023: 1,051). The Group’s business priority

remains to safeguard the wellbeing, development andsafety of

its workforce. It also wants its workforce tohaveopportunities to

grow and progress as part ofanenjoyable career.

The Group is an inclusive and equal opportunities employerthat

relies on human resources specialists throughout its worldwide

locations to ensure compliance with all applicable laws governing

employment practices and to advise on all human resources

policies and practices, including for example,recruitment and

selection, training and development, promotionand retirement.

Indivior Annual Report and Accounts 2024 |

127

Governance

Group policies seek to create a workplace that has an open

atmosphere of trust, honesty and respect. Harassment

ordiscrimination of any kind is not tolerated. This principle

applies to all aspects of employment from recruitment

andpromotion, through to termination and all other terms

andconditions of employment. It is the Group’s policy

nottodiscriminate on the basis of any unlawful criteria,

anditspractices include the prohibition on the use of child

orforced labor. Employment policies are fair and equitable

andconsistent with the skills and abilities of the employee

andthe needs of the business.

The Group is committed to offering equal opportunities

inrecruitment, training, career development and promotion

toallpeople, including those with disabilities, having regard

totheir individual aptitudes and abilities. As a matter of policy,

full and fair consideration is given to applicants with disabilities

and every effort is made to give employees who become

disabled while employed by the Group an opportunity for

retraining and for continuation in employment. It is the Group’s

policy that the training, career development and promotion

ofdisabled persons should, as far as possible, be the same

asthatof other employees.

The workforce is regularly updated on the financial and

economic factors affecting the performance of the Group.

Information relevant to the employees is provided to them

and,where appropriate, to employee trade union

representatives. More information on the action taken

bytheCompany toprovide such information to employees

canbe found onpage27.

The Group also supports the wider fundamental human rights

of its employees.

Further information regarding our people can be found

onpages 38 to 39.

2025 AGM

The AGM will be held at 12.00pm (U.K. time) on Thursday,

May8,2025, at the Marlborough Theatre, No. 11 Cavendish

Square, London, W1G 0AN. A full description of the business

tobe conducted at the meeting is set out in the Notice of AGM,

available from the Company’s website www.indivior.com.

External Auditor

PwC have agreed to be reappointed as the External Auditor

ofthe Company. Resolutions for their reappointment,

andtoauthorize the Audit & Risk Committee to determine

theirremuneration, will be proposed at the 2025 AGM.

For information relating to the audit tender process

andtheFRC’s approval of PwC’s audit engagement

untilDecember 31, 2025, please see page 97.

Disclosure of information to External Auditor

Each of the persons who are Directors at the time when this

Directors’ Report is approved confirms that:

• so far as he/she is aware, there is no relevant audit

information of which the Group’s and Parent Company’s

External Auditor is unaware; and

• each Director has taken all reasonable steps that he/she

ought to have taken as a Director to make themselves aware

of any relevant audit information and to establish that the

Group’s and Parent Company’s External Auditor is aware

ofthat information

For these purposes, relevant audit information means

information needed by the Company’s External Auditor

inconnection with the preparation of their report

onpages130to138.

By Order of the Board

Kathryn Hudson

Company Secretary of Indivior PLC

234 Bath Road, Slough, Berkshire, SL1 4EE

Company registration number: 09237894

March 6, 2025

Directors’ Report continued

Indivior Annual Report and Accounts 2024 |

128

Governance

Statement of Directors’ Responsibilities in Respect of the

Financial Statements

The Directors are responsible for preparing the Annual Report

and Accounts and the financial statements in accordance

withapplicable law and regulation.

Company law requires the Directors to prepare financial

statements for each financial year. Under that law the Directors

have prepared the Group financial statements in accordance

with U.K.-adopted international accounting standards and

theParent Company financial statements in accordance

withUnited Kingdom Generally Accepted Accounting Practice

(United Kingdom Accounting Standards, comprising FRS 101

“Reduced Disclosure Framework”, and applicable law).

Under company law, Directors must not approve the financial

statements unless they are satisfied that they give a true and fair

view of the state of affairs of the Group and Parent Company and

of the profit or loss of the Group for that period. In preparing the

financial statements, the Directors are requiredto:

• select suitable accounting policies and then apply

themconsistently;

• state whether applicable U.K.-adopted international

accounting standards have been followed for the Group

financial statements and United Kingdom Accounting

Standards, comprising FRS 101, have been followed

fortheParent Company financial statements, subject

toanymaterial departures disclosed and explained

inthefinancial statements;

• make judgements and accounting estimates that

arereasonable and prudent; and

• prepare the financial statements on the going concern

basisunless it is inappropriate to presume that the Group

and Parent Company will continue in business.

The Directors are responsible for safeguarding the assets

oftheGroup and Parent company and hence for taking

reasonable steps for the prevention and detection of fraud

andother irregularities.

The Directors are also responsible for keeping adequate

accounting records that are sufficient to show and explain

theGroup’s and Parent Company’s transactions and disclose

with reasonable accuracy at any time the financial position

ofthe Group and Parent Company and enable them to ensure

that the financial statements and the Directors’ Remuneration

Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance

andintegrityof the Parent Company’s website. Legislation

intheUnited Kingdom governing the preparation

anddissemination of financial statements may differ

fromlegislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the Annual Report and Accounts,

taken as a whole, is fair, balanced, and understandable, and

provides the information necessary for shareholders to assess

the Group’s and Parent Company’s position and performance,

business model, and strategy.

Each of the Directors, whose names and functions are listed in

theAnnual Report and Accounts confirm that, to the best ofthe

theirknowledge:

• the Group financial statements, which have been prepared

inaccordance with U.K.-adopted international accounting

standards, give a true and fair view of the assets, liabilities,

financial position, and loss of the Group;

• the Parent Company financial statements, which have been

prepared in accordance with United Kingdom Accounting

Standards, comprising FRS 101, give a true and fair view

oftheassets, liabilities, and financial position of the Parent

Company; and

• the Directors’ Report includes a fair review of the development

and performance of the business and the position of the

Groupand Company, together with a description of the

principal risks and uncertainties thatit faces.

Disclosure of information to auditors

A Directors’ statement in relation to disclosure of relevant audit

information can be found in the Directors’ Report on page 125.

Going concern

The Group’s business model, strategy, and viability assessment are

set out in the Strategic Report on pages 1 to 71, along with the

Group’s risk management strategy and the principal risks that could

threaten the Group’s business model, future performance, and

solvency or liquidity. The Group and Parent Company’s financial

position, cash flows, and liquidity position are discussed in the

notes to the Group and Parent Company financial statements,

alongwith the Group and Parent Company’s objectives, policies

andprocesses for managing its financial risks, and the Group and

Parent Company’s exposure to liquidity risk and capital risk.

Acknowledging the Group’s net liability position, the Directors

have assessed the Group’s ability to maintain sufficient liquidity

to fund its operations, fulfill financial and compliance obligations

as set out in Note 19 to the Group Financial Statements, and

comply withthe maximum leverage and minimum interest

coverage covenants in the Group’s new term loan, in particular

with reference to the period to June 2026 (the going concern

period). A base case model was produced reflecting Board

reviewed financial plans for the period and settlement of

liabilities andprovisions in line with contractual terms.

The Directors also assessed a “severe but plausible” downside

scenario which included the following key changes to the base

case within the going concern period:

• the risk that SUBLOCADE will not meet revenue growth

expectations in the U.S. by modelling a 10% decline on

forecasts; and

• the risk that revenue projections outside the U.S. and for

OPVEE will not meet expectations by modelling a reduction

inannual forecasts totaling $25 million.

Under both the base case and the downside scenario, sufficient

liquidity exists and is generated from operations such that all

business and covenant requirements are forecast to be met for

the going concern period. Considering the analysis described

above, the Directors reasonably expect the Group to have

adequate resources to continue in operational existence for at

least one year from the approval of these financial statements

and therefore consider the going concern basis to be appropriate

for the accounting and preparation of these financial statements.

By Order of the Board

Kathryn Hudson

Company Secretary of Indivior PLC

234 Bath Road Slough, Berkshire, SL1 4EE

Company Registration

Number: 09237894

March 6, 2025

Indivior Annual Report and Accounts 2024 |

129

Governance

Report on the audit of the financial statements

Opinion

In our opinion:

• Indivior PLC’s Group financial statements and Parent Company financial statements (the “financial statements”) give a true and

fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the Group’s loss and the

Group’s cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards

as applied in accordance with the provisions of the Companies Act 2006;

• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable

law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise:

Consolidated and Parent Company Balance Sheets as at 31 December 2024; the Consolidated Income Statement, the Consolidated

Statement of Comprehensive Income, the Consolidated Cash Flow Statement, and the Consolidated and Parent Company Statements

of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting policy

information and other explanatory information.

Our opinion is consistent with our reporting to the Audit & Risk Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements

section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not

provided.

Other than those disclosed in Note 4 of the Group financial statements, we have provided no non-audit services to the Parent

Company or its controlled undertakings in the period under audit.

Indivior Annual Report and Accounts 2024 | 130

Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF INDIVIOR PLC

Indivior Annual Report and Accounts 2024 |

130

Financial Statements

Report on the audit of the financial statements

Opinion

In our opinion:

• Indivior PLC’s Group financial statements and Parent Company financial statements (the “financial statements”) give a true and

fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the Group’s loss and the

Group’s cash flows for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards

as applied in accordance with the provisions of the Companies Act 2006;

• the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable

law); and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise:

Consolidated and Parent Company Balance Sheets as at 31 December 2024; the Consolidated Income Statement, the Consolidated

Statement of Comprehensive Income, the Consolidated Cash Flow Statement, and the Consolidated and Parent Company Statements

of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting policy

information and other explanatory information.

Our opinion is consistent with our reporting to the Audit & Risk Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our

responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements

section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled

our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not

provided.

Other than those disclosed in Note 4 of the Group financial statements, we have provided no non-audit services to the Parent

Company or its controlled undertakings in the period under audit.

Indivior Annual Report and Accounts 2024 | 130

Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT TO THE

MEMBERS OF INDIVIOR PLC

Our audit approach

Overview

Audit scope

• Our scope included conducting work in two key territories in which the Group operates. This included having one full scope

component in the US which contributes the majority of the Group's net revenue. In addition, we scoped in the audit of specific

financial statement line items, including tax related balances for certain components in the UK and the US.

• The components where we performed audit work, taken together with our work on central corporate functions, accounted for

approximately 85% of net revenue and approximately 89% of adjusted profit before tax.

Key audit matters

• Accuracy and valuation of sales rebate accruals recognised in the US business in relation to Medicaid for SUBOXONE and

SUBLOCADE (Group)

• Valuation of investments in subsidiaries (Parent Company)

Materiality

• Overall Group materiality: US$13.0m (2023: US$11.0m) based on approximately 4.4% of adjusted profit before tax (2023: based on

approximately 1% of net revenue).

• Overall Parent Company materiality: US$16.1m (2023: US$16.1m) based on approximately 1% of total assets.

• Performance materiality: US$9.8m (2023: US$8.3m) (Group) and US$12.1m (2023: US$12.1m) (Parent Company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial

statements.

Key audit matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not

due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of

resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results

of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

'Valuation of provision for, and disclosure and presentation of, ongoing Multidistrict Antitrust Class and State Claims', which was a

key audit matter last year, is no longer included because of the final settlement of Multidistrict Antitrust Class and State Claims

litigation during the year. Otherwise, the key audit matters below are consistent with last year.

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Financial Statements

Key audit matter How our audit addressed the key audit matter

Accuracy and valuation of sales rebate accruals

recognised in the US business in relation to Medicaid for

SUBOXONE and SUBLOCADE (Group)

Refer to Notes 2 and 22 to the Group financial statements

In the US, the Group sells products both through wholesalers

into pharmacies and through specialty pharma distributors.

These sales are subject to a number of different rebate

schemes, including the Medicaid Drug Rebate Program. There

is a time lag between delivery to wholesalers (when revenue is

recognised) and the receipt of claims from those entitled to

rebates and chargebacks, and accordingly an estimate of the

net amount to be received is necessary at the point of revenue

recognition.

At 31 December 2024, accruals in respect of sales rebates,

discounts and returns totalled $546m (31 December 2023:

$507m).

We focused our audit procedures on the Medicaid sales rebate

accruals for SUBOXONE and SUBLOCADE, as there is significant

estimation and judgement in calculating these accruals, as

well as uncertainty around the invoicing by certain US states

and therefore these accruals may have volatility in the future.

Given the level of judgement and estimation and the

magnitude of the Medicaid sales rebate accrual balance for

SUBOXONE and SUBLOCADE, this was deemed to be an area at

risk of increased risk of potential management bias.

We have performed the following audit procedures on

management’s estimate:

• Understood and evaluated the end-to-end process around

Medicaid sales rebate accruals, including authorisation,

approval and subsequent payments;

• Performed a retrospective review of the 2023 Medicaid sales

rebate accruals by comparing accruals recognised in

previous periods to actual rebate claims received in order to

test the historical accuracy in calculating these accruals;

• Assessed the reasonableness of management’s accrual by

developing independent point estimates in respect of

Medicaid for SUBOXONE and SUBLOCADE. Specifically, we

evaluated management’s accrual utilising evidence such as

the inventory in the wholesale and retail channel (for

SUBOXONE) and specialty distributor/specialty pharma

channel (for SUBLOCADE), historical claims/payments,

historical product utilisation based on prescriptions, and

pricing changes.

• Verified a sample of payments issued to US states and

assessed consistency with the state invoices received.

The Medicaid sales rebate accruals for SUBOXONE and

SUBLOCADE recognised in the Group financial statements were

in line with our internally generated expectations and based

on the work performed we have identified no indications of

management manipulation or bias in relation to these

accruals.

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Financial Statements

Key audit matter How our audit addressed the key audit matter

Accuracy and valuation of sales rebate accruals

recognised in the US business in relation to Medicaid for

SUBOXONE and SUBLOCADE (Group)

Refer to Notes 2 and 22 to the Group financial statements

In the US, the Group sells products both through wholesalers

into pharmacies and through specialty pharma distributors.

These sales are subject to a number of different rebate

schemes, including the Medicaid Drug Rebate Program. There

is a time lag between delivery to wholesalers (when revenue is

recognised) and the receipt of claims from those entitled to

rebates and chargebacks, and accordingly an estimate of the

net amount to be received is necessary at the point of revenue

recognition.

At 31 December 2024, accruals in respect of sales rebates,

discounts and returns totalled $546m (31 December 2023:

$507m).

We focused our audit procedures on the Medicaid sales rebate

accruals for SUBOXONE and SUBLOCADE, as there is significant

estimation and judgement in calculating these accruals, as

well as uncertainty around the invoicing by certain US states

and therefore these accruals may have volatility in the future.

Given the level of judgement and estimation and the

magnitude of the Medicaid sales rebate accrual balance for

SUBOXONE and SUBLOCADE, this was deemed to be an area at

risk of increased risk of potential management bias.

We have performed the following audit procedures on

management’s estimate:

• Understood and evaluated the end-to-end process around

Medicaid sales rebate accruals, including authorisation,

approval and subsequent payments;

• Performed a retrospective review of the 2023 Medicaid sales

rebate accruals by comparing accruals recognised in

previous periods to actual rebate claims received in order to

test the historical accuracy in calculating these accruals;

• Assessed the reasonableness of management’s accrual by

developing independent point estimates in respect of

Medicaid for SUBOXONE and SUBLOCADE. Specifically, we

evaluated management’s accrual utilising evidence such as

the inventory in the wholesale and retail channel (for

SUBOXONE) and specialty distributor/specialty pharma

channel (for SUBLOCADE), historical claims/payments,

historical product utilisation based on prescriptions, and

pricing changes.

• Verified a sample of payments issued to US states and

assessed consistency with the state invoices received.

The Medicaid sales rebate accruals for SUBOXONE and

SUBLOCADE recognised in the Group financial statements were

in line with our internally generated expectations and based

on the work performed we have identified no indications of

management manipulation or bias in relation to these

accruals.

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Key audit matter How our audit addressed the key audit matter

Valuation of investments in subsidiaries (Parent

Company)

Refer to Notes 1 and 2 to the Parent Company financial

statements

As at 31 December 2024, the Parent Company had a carrying

value of investment in subsidiaries of $1,552m (2023: $1,551m).

This investment is accounted for at cost less provision for

impairment in the Parent Company’s financial statements.

Investments are assessed for impairment if impairment

indicators exist. If such indicators exist, the recoverable

amounts of the investments in subsidiaries are estimated in

order to determine the extent of the impairment loss, if any.

During December 2024 and subsequent to the year end,

market capitalisation of the Group (less net cash), has been

approximately equal to or below the book value of the

investments held. This is considered an impairment trigger

and accordingly management has prepared a ‘value-in-

use’ (VIU) model to support the carrying amount of the

investments held in subsidiaries. The VIU model is based on

the forecasted cash flows of the underlying subsidiaries which

represent all the trading entities of the Group.

We evaluated management’s assessment and conclusion of

the existence of the impairment indicator, as a result of the

market capitalisation (less net cash) being lower than the

investment value.

We evaluated the mathematical accuracy of management’s

model, agreed the model inputs to management's strategic

forecasts, understood the basis for how the forecasts were

developed and assessed the reasonableness of the key

assumptions utilised within management’s impairment model.

We performed our own independent sensitivity analysis to

understand the impact of reasonably possible changes in

management’s assumptions on the available headroom and

considered whether the disclosures made in the Parent

Company financial statements, including the disclosures in

respect of judgements and estimates, were appropriate.

As a result of our work, we considered that the carrying value

of the investments held by the Parent Company is supportable

and the disclosures within the Parent Company financial

statements are considered to be appropriate.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial

statements as a whole, taking into account the structure of the Group and the Parent Company, the accounting processes and

controls, and the industry in which they operate.

The Group operates as a single business activity and therefore has one reportable segment. The Group financial statements are a

consolidation of 28 legal entities comprising the Group’s operating businesses and consolidation adjustments. The Group

consolidation, financial statements disclosures and corporate functions were audited by the Group engagement team, who also

performed centralised audit procedures over certain financial statement line items.

In addition to centralised Group audit procedures, we conducted our audit by concentrating our work on those parts of the Group

that make up the most significant proportions of the financial statements. We identified one component in the US which contributes

the majority of the Group's net revenue, requiring a full scope audit due to its size. Audit procedures over specific financial

statement line items were performed for certain other components in the UK and US. Tax related balances were audited on

consolidated balances for entities both in the UK and the US. The Parent Company is not in Group audit scope as it is a holding

company and predominantly eliminates on consolidation, which is tested centrally. We were able to obtain sufficient coverage

across all financial statement line items. We utilised our Richmond, Virginia based component audit team which possesses the

relevant knowledge and experience of the pharmaceutical industry and regulations to perform a full scope audit on the US

component noted above and for the audit of specific accounts in other additional components in the US.

The Group engagement team carried out site visits to the US in the current year in addition to remote reviews and oversight of the

work performed by the component team. We held numerous meetings with our component team, including via video conference and

in person, and performed reviews of the key working papers associated with the component team’s audit in the US. This helped to

ensure that the Group audit team was sufficiently involved in the component auditors’ planned response to the key audit matter in

respect of the sales rebate accruals recognised in the US business in relation to Medicaid for SUBOXONE and SUBLOCADE.

Our audit procedures over in scope balances gave us coverage of approximately 89% of the Group’s adjusted profit before tax. This

provided the evidence we needed for our opinion on the Group financial statements taken as a whole. This was before considering

the disaggregated Group level analytical review procedures, which covered certain of the Group’s smaller and lower risk components

that were not directly included in our Group audit scope.

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Financial Statements

The impact of climate risk on our audit

As part of our audit, we have focused on two aspects with respect to the impact of climate change, being how climate related risk

has impacted the financial statements and the consistency of disclosures between the financial statements and other parts of the

Annual Report.

We made enquiries of management to understand the Group's process of identifying and assessing the impact of climate-related

risks. We also understood how management has considered the impact of the identified climate-related risks in the underlying

assumptions and estimates used within the financial statements.

Management has not identified any material risk which can be expected to have an impact on the disclosures included in the

financial statements. We have assessed the estimates and assumptions made by management in preparing the financial statements,

and did not identify any areas where any of the climate-related risks would have a material impact.

We also considered the consistency of the disclosures in relation to climate change (including the disclosures in the Task Force on

Climate-related Financial Disclosures (“TCFD”) section) within the Annual Report with the financial statements and our knowledge

obtained from our audit.

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These,

together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our

audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,

both individually and in aggregate on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Financial statements – Group Financial statements – Parent Company

Overall

materiality

US$13.0m (2023: US$11.0m) US$16.1m (2023: US$16.1m)

How we

determined it

approximately 4.4% of adjusted

profit before tax (2023: based on

approximately 1% of net revenue)

approximately 1% of total assets

Rationale for

benchmark

applied

We had used net revenue as the

benchmark for calculating materiality

in the prior year, however given that

the Group's portfolio of products are

now mainly well established and

entering a more mature phase of

their life cycle, we have concluded

that adjusted profit before tax is a

more relevant metric for the

business.

As explained in the scoping section and based on our professional

judgement, the Parent Company is not in Group audit scope as it is a

holding company which is predominantly eliminated on consolidation. We

believe total assets is the primary measure used by the shareholders in

assessing the financial position of the entity, and this is a generally

accepted benchmark for calculating materiality for holding companies.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The

range of materiality allocated across components was US$8.

5m to US$11.7m.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our

audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to US$9.8m (2023:

US$8.3m) for the Group financial statements and US$12.1m (2023: US$12.1m) for the Parent Company financial statements.

In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was

appropriate.

We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above

US$0.65m (Group audit) (2023: US$0.5m) and $1.6m (Parent Company audit) (2023: $1.6m) as well as misstatements below those

amounts that, in our view, warranted reporting for qualitative reasons.

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