Annual Report and Accounts 2023

Transforming

Lives

Annual Report and Accounts 2023

Important Cautionary Note Regarding

Forward-Looking Statements

This report contains certain statements that are forward-looking.

Forward-looking statements include, among other things, statements

regarding expected (i) future sales levels of our products; (ii) future

products including expected approval of such products by the FDA

and the safety and efficacy of such products; (iii) the timing and

success of clinical studies for pipeline products; (iv) future levels of

R&D spending; (v) future manufacturing and development capacity;

(vi) future actions comprising our growth strategy; (vii) the closing

of our acquisition of Opiant Pharmaceuticals, Inc.; 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”, the negatives thereof, and variations

thereon and similar expressions.

By their nature, 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 such statements because they relate

to future events. Various factors may cause differences between

Indivior’s expectations and actual results, including, among others,

the material risks described in this Annual Report and in subsequent

releases, and other factors including: 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; the substantial litigation and ongoing investigations

to which we are or may become a party; risks related to the

manufacture and distribution of our products, some of which are

controlled substances; market acceptance of our products as well

as our ability to commercialize our products and compete with other

market participants; the uncertainties related to the development

of new products, including through acquisitions, and the related

regulatory approval process; our dependence on a small number of

significant customers; our ability to retain key personnel or attract

new personnel; 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; our import,

manufacturing and distribution of controlled substances; our ability

to successfully execute acquisitions, partnerships, joint ventures,

dispositions or other strategic acquisitions; our ability to protect our

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

amount 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 increased inflation and the

COVID-19 pandemic; 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; and such other factors as set out in this Annual

Report and Accounts.

Forward-looking statements speak only as of the date that they are

made and should be regarded solely as our current plans, estimates

and beliefs. Except as required by law, we do not undertake and

specifically decline any obligation to update, republish or revise

forward-looking statements to reflect future events or circumstances

or to reflect the occurrences of unanticipated events.

Strategic Report

[1] Financial Highlights

[1] Introduction

[2] A Global Crisis

[4] Social Stigma

[6] Addressing the Challenge

[8] Our Leading Pipeline

[10] Our Culture

[12] Chair’s Statement

[14] Patient Story

[16] Community Advocate Story

[18] Chief Executive Officer’s Review

[22] Chief Scientific Officer’s Review

[24] Our Business Model

[26] Stakeholder Engagement

[33] 2020 Resolution Agreement Update and Legacy Legal Matters

[34] Our Sustainability Framework

[35] Managing Indivior’s Business Responsibly

[52] Non-Financial and Sustainability Information Statement

[54] Financial Review

[60] Legal Proceedings

[64] Risk Management

[74] Viability Statement

Governance

[76] Chair’s Governance Statement

[78] Board of Directors

[80] Executive Committee

[82] Corporate Governance

[114] Remuneration At a Glance

[116] Directors’ Remuneration Report

[145] Directors’ Report

[150] Statement of Directors’ Responsibilities

Financial Statements

[152] Independent Auditors’ Report

[163] Financial Statements

Additional Information

[217] Information for Shareholders

[XX] Publications and Conference Abstracts

Millions of people around the world are addicted

to opioids – and it’s tearing their lives apart.

Many turn their backs on those suffering.

Indivior is not a typical pharmaceutical company. Our purpose is to help

change patients’ lives by pioneering life-transforming treatment

for substance use disorders, serious mental illnesses and overdose.

We are a leader in addiction treatment and are helping break the

cycle of addiction with evidence-based medical treatments.

These treatments can help people turn their lives around and get

on the path to long-term recovery.

Our purpose is underpinned by high standards of governance and

compliance. Our commitment to acting responsibly to ultimately create

value for all stakeholders is at the center of our decision-making.

Introduction

Transforming

Lives

[14]

Read more about

our Patient Story

2023 Financial Results

$[XXX]m

Net revenue

(2022: $901m)

$[XXX]m

Net loss

(2022: $XXXm)

$[XXX]m

Operating loss

(2022: $XXXm)

$[XXX]m

Net revenue from

SUBLOCADE®

(2022: $XXXm)

$[XXX]m

Adjusted net

income

(2022: $XXXm)

$[XXX]m

Adjusted

operating profit

(2022: $XXXm)

$[XXX]m

Year-end net

cash balance

(2022: $XXXm)

$[XXX]m

Year-end cash

balance

(2022: $XXXm)

Strategic Report Indivior Annual Report 2023

A Global Crisis

Millions of people around the world are addicted

to opioids – and it’s tearing their lives apart.

Addiction is a Global

Human Crisis

48,126

29,689

5,862

12 month-ending predicted provisional

number of drug overdose deaths by

drug or drug class

2015

January

According to the United Nations, in 2021, approximately 60 million people used opioids for non-medical purposes

100 million people suffered from alcohol use disorder

, and 219 million people used cannabis

. In addition to an increase

in people suffering from opioid use disorder (OUD), opioid overdose deaths are also on the rise due to the increased

prevalence of fentanyl and other high potency synthetic opioids.

12-Month Ending Period

Total drug overdose

Opioid overdose

Synthetic opioid overdose

Alcohol

[100]m

people with

alcohol use

disorder

Opioids

[60]m

people used

opioids for non-

medical purposes

Cannabis

[219]m

users

Amphetamines

& Cocaine

[58]m

users

110,795

84,110

76,451

2023

January

1. UNODC, World Drug Report 2023 (United Nations publication, 2023).

2. The Lancet Psychiatry, The global burden of disease attributable to alcohol and drug use in 195

countries and territories, 1990–2016: a systematic analysis for the Global Burden of Disease Study

2016 (https://www.thelancet.com/journals/lanpsy/article/PIIS2215-0366(18)30337-7/fulltext#%20)

Number of Deaths

Strategic Report Indivior Annual Report 2023

Social Stigma

Social Stigma Still Exists

Many people turn their backs on those suffering.

People suffering from addiction and serious mental illnesses are frequently subjected to

stigma, and many remain under-diagnosed, under-treated and under-supported.

people worldwide misused drugs, that’s nearly

1 in every 17 people.

No one is immune from addiction. It can affect men and

women of all ages, races, ethnic groups, and educational

levels. It can happen to anyone – a friend, a neighbor, a

coworker, a spouse, a brother, a sister, or parent. No one

sets out to become addicted.

296 million

Breaking the cycle of addiction with

evidence-based medical treatments

Medication to treat opioid use disorder (MOUD) is a critical

part of the solution to the global crisis.

OUD is a treatable chronic brain disease. While therapy and

rehab are powerful tools in opioid use disorder and

substance use disorder recovery, science shows that

patients who use medication in addition to treatment

experience a higher rate of recovery.

UNODC, World Drug Report 2023 (United Nations publication, 2023).

Raising awareness to overcome barriers

At Indivior, we not only work to expand evidence-based

treatment options for people suffering from substance use

disorder (SUD), serious mental illness, and overdose but we

also raise awareness among opinion leaders, policymakers,

patient advocacy groups and the public about addiction as a

chronic, relapsing disease that can be treated with medication.

Significant treatment gap

exists in the U.S. today

Misuse opioids in U.S.

(Total addressable market)

OUD

diagnosed in

U.S.

8.9 m

6.1 m

Patients treated with MAT

in last 12 months

1.1 m

Unfortunately, most people who could benefit from

medication do not receive it. Overcoming the major

barriers to access is critical to addressing the opioid crisis.

We intend to transform addiction from a global human

crisis to a recognized and treated disease worldwide.

The numbers are staggering. The need is clear. That is

why we place the patient at the center of our decisions.

SAMHSA, Key Substance Use and Mental Health Indicators in the United States: Results from the 2022 National Survey on Drug Use and Health

(https://www.samhsa.gov/data/sites/default/files/reports/rpt42731/2022-nsduh-nnr.pdf)

Strategic Report Indivior Annual Report 2023

Addressing the Challenge

Indivior is Addressing

the Challenge

As the pioneer in developing 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.

Indivior is a global leader in addiction treatment and science

Sublingual Film (U.S.)

RoW Sublingual Film/Tablets

SUBLOCADE®

PERSERIS®

Our company was founded to help combat the opioid crisis,

one of the most urgent public health emergencies of our time.

U.S.

Rest of World

Net revenue by productNet revenue by geography

$882m

18%

82%

34%

15%

48%

Our global presence

Employees

Europe &

Middle East

Remote, France 7

Sèvres, France 14

Milano, Italy 10

Remote, Italy 9

Remote, Germany 14

Mannheim, Germany 10

Stockholm, Sweden 6

Remote, Sweden 3

Remote, Finland 2

Dublin, Ireland 6

Tel Aviv, Israel 3

Remote, Israel 2

Employees

North

America

Richmond, USA 223

Remote, USA 600

Fort Collins, Colorado, USA 25

Raleigh, North Carolina, USA 60

Remote, Canada 23

Montreal, Canada 13

United

Kingdom

Hull, U.K. 37

Slough, U.K. 95

Hull (Chapleo Building), U.K. 36

Remote, U.K. 9

London, U.K. 13

Australia

Macquarie Park, Australia 16

Remote, Australia 17

Canada

people

USA

908

people

U.K.

190

people

EU & Middle East

people

Australia

people

Strategic Report Indivior Annual Report 2023

Our Leading Pipeline

We are Creating a Pipeline

to Treat Patients

At the heart of R&D is an unwavering commitment to support

the patient journey to treatment and recovery.

Commercial

Launch

Regulatory

Approval

Phase 3 Phase 4Phase 2Phase 1Preclinical

Treatment of Opioid Use Disorder

RBP-6000 Buprenorphine extended-release

injection for subcutaneous use

Treatment of Opioid Use Disorder

Buprenorphine and naloxone SL ﬁlm

Treatment of Schizophrenia

RBP-7000 Risperidone XR injection for

subcutaneous use

Treatment for Alcohol Use Disorder

INDV-4002§ opioid receptor antagonist

naltrexone nasal spray

Treatment of Cannabis Use Disorder

AEF0117* Cannabinoid-1 receptor

synthetic signaling speciﬁc inhibitor

Treatment of Opioid Use Disorder

INDV-6001** is a sustained-release

LAI prodrug of buprenorphine

Treatment for Opioid Use Disorder

INDV-2000 selective orexin-1 receptor antagonist

Treatment for Alcohol Use Disorder

INDV-1000*** Gamma-aminobutyric acid subtype B

(GABAB) positive allosteric modulator (PAM)

Treatment for Acute Cannabinoid Overdose

INDV-5004@ cannabinoid-1 receptor antagonist

Treatment for Opioid Overdose Rescue

OPNT-003 opioid receptor antagonist

nalmefene nasal spray

Treatment of Opioid Use Disorder

Buprenorphine sublingual (SL) tablets

Treatment of Opioid Use Disorder

Buprenorphine and naloxone SL tablets

§ Previously OPNT-002

@ Previously OPNT-004 (Drinabant)

* Option to License Agreement with Aelis Farma (Indivior has an exclusive option to license this technology)

** Indivior has an exclusive license agreement with Alar Pharmaceuticals, Inc. for this technology

*** Indivior has an exclusive license agreement with Addex Pharma S.A. for this technology

The arrow placement in the column is not a direct reflection of its progress within the phase.

Creating a pipeline for tomorrow

The development of drug addiction occurs in a chronological sequence spanning the acute reinforcing effects of the drug,

the transition from drug use to abuse, and the end-stage of addiction that is characterized by loss of control over drug-

seeking and drug-taking. The temporally sequenced stages of addiction are associated with adaptive changes in both

functional and structural plasticity of brain synapses. Indivior’s core guiding principle - focus on patient needs to drive

decisions - incentivizes research and development (R&D) to elucidate the neurobiological underpinnings of withdrawal

symptoms, drug intake, craving, relapse, and co-morbid psychiatric associations, and to advance treatment innovation by

focusing on the importance of continuity of care and monitoring patient progress in the short, medium, and long term.

Commercial

Launch

Regulatory

Approval

Phase 3 Phase 4Phase 2Phase 1Preclinical

Treatment of Opioid Use Disorder

RBP-6000 Buprenorphine extended-release

injection for subcutaneous use

Treatment of Opioid Use Disorder

Buprenorphine and naloxone SL ﬁlm

Treatment of Schizophrenia

RBP-7000 Risperidone XR injection for

subcutaneous use

Treatment for Alcohol Use Disorder

INDV-4002§ opioid receptor antagonist

naltrexone nasal spray

Treatment of Cannabis Use Disorder

AEF0117* Cannabinoid-1 receptor

synthetic signaling speciﬁc inhibitor

Treatment of Opioid Use Disorder

INDV-6001** is a sustained-release

LAI prodrug of buprenorphine

Treatment for Opioid Use Disorder

INDV-2000 selective orexin-1 receptor antagonist

Treatment for Alcohol Use Disorder

INDV-1000*** Gamma-aminobutyric acid subtype B

(GABAB) positive allosteric modulator (PAM)

Treatment for Acute Cannabinoid Overdose

INDV-5004@ cannabinoid-1 receptor antagonist

Treatment for Opioid Overdose Rescue

OPNT-003 opioid receptor antagonist

nalmefene nasal spray

Treatment of Opioid Use Disorder

Buprenorphine sublingual (SL) tablets

Treatment of Opioid Use Disorder

Buprenorphine and naloxone SL tablets

§ Previously OPNT-002

@ Previously OPNT-004 (Drinabant)

* Option to License Agreement with Aelis Farma (Indivior has an exclusive option to license this technology)

** Indivior has an exclusive license agreement with Alar Pharmaceuticals, Inc. for this technology

*** Indivior has an exclusive license agreement with Addex Pharma S.A. for this technology

The arrow placement in the column is not a direct reflection of its progress within the phase.

Strategic Report Indivior Annual Report 2023

Our Culture

We Act With a Culture

of Integrity

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.

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Our people and culture – read more on page [XX]

Focus on patient needs to drive decisions

Care enough to coach

Seek the wisdom of the team

See it, own it, make it happen

Believe that people's actions are well

intended

Demonstrate honesty and integrity

at all times

“Our employees’ dedication to our patients and Guiding

Principles continue to inspire me. By living out our Guiding

Principles in our day-to-day activities, we are able to foster a

culture that drives sustainable growth to creates social value in

the communities we serve.

Mark Crossley

Chief Executive Officer

We take building our culture of compliance seriously.

Supported by our Guiding Principles, the Indivior Global

Integrity & Compliance Program (IGICP) is based on United

States and global regulatory and industry code standards.

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Our Global Integrity & Compliance Program

Compliance and how we manage our business responsibly – read more on page [XX]

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Global

Strategic Report Indivior Annual Report 2023

Maintaining

Operational

Excellence

Graham Hetherington

Chair

expanding SUBLOCADE’s U.S.

commercial reach and building an

entirely new commercial team

for OPVEE.

– The successful listing of Indivior’s

shares on the Nasdaq Global Select

market and recent initiation of the

process to potentially make the

Nasdaq listing in the U.S. the

Group’s primary listing, if supported

by shareholders.

– Publication of the Group’s second

annual Sustainability Report

covering 2022.

In short, we believe we substantially

increased the Group’s potential for

strong earnings and cash flow

generation, while simultaneously

de-risking the enterprise. As we look

forward, in partnership with the

management team, our focus will be

on delivering on the medium-term

profitable growth profile we outlined

at our December 2022 Capital Markets

Day event. Our focus will be to

generate margin expansion and

stronger operating cash flow through a

combination of continued strong

top-line growth and a leverageable

cost base.

We are, however, highly aware that

2023 presented challenges. Near-term

concerns about ongoing litigation and

payments related to the settlement of

the antitrust multi-district litigation

weighed heavily on the Group’s value.

While these events were complex and

challenging, resolution of these legacy

issues reduced the Group’s legal and

financial exposure, allowing for

removal of the material uncertainty

about the Group’s ability to continue

to adopt the going concern basis of

accounting. We believe that proactively

settling this legacy legal matter along

with the strategic accomplishments we

achieved during the year will be

recognized and rewarded over time.

Our confidence in the long-term value

creation potential of the Group is

evidenced in the third $100 million

share repurchase program we initiated

in November 2023.

Further notable 2023 milestones that

will contribute to Indivior’s future

value include:

– The successful consummation and

integration of the Opiant

Pharmaceuticals, Inc. business and

subsequent approval and launch of

Opiant’s lead asset, OPVEE.

– The addition of promising assets

to the Group’s addiction-focused

pipeline. These included

securing global rights to Alar

Pharmaceuticals’ portfolio of

long-acting injectable formulations,

principally ALA-1000, potentially the

first three-month long-acting

buprenorphine injectable for OUD,

and taking full ownership of

INDV-2000, potentially a non-opioid

treatment for OUD based on

selective Orexin-1 science. Both

ALA-1000 and INDV-2000 have the

potential to be innovative new

treatments for OUD that deliver on

unmet patient needs.

– The transformation of our supply

chain with the acquisition of an

aseptic manufacturing plant.

The addition of this U.S.-based

asset should ultimately help secure

the long-term supply needs of

SUBLOCADE and PERSERIS, as we

continue to grow them toward

their expected NR goals of

>$1.5 billion and $200 to

$300 million, respectively.

– Continued strong levels of

investment behind the Group’s

commercialized products, including

Chair’s Statement

My Board colleagues and I believe that 2023 was a year of significant

accomplishments toward building a durable enterprise to create sustainable

value for all Indivior stakeholders.

Indivior ended 2023 with a strong cash

position of [$451] million. With our

third $100 million share repurchase

program underway (begun in

November 2023 and ongoing), our

near-term capital allocation priorities

will be to maintain financial flexibility

and prove the value of the capital

deployment decisions referenced

above. We do not expect material

business development in 2024.

On October 1, 2023, we effected

the Board’s succession plans and

also made changes to the structure

and composition of the Board’s

Committees. These changes reflect

our active evaluation and optimization

of Board expertise to support

Indivior’s strategy. They also reflect

our continued focus on developing

innovative treatments that meet

patient needs, conducting our

business with the highest integrity,

and meeting our commitment

to sustainability.

In November 2023, we added a new

Non-Executive Director with the

appointment of Dr. Keith Humphreys, a

leader in the field of clinical

psychology and substance use

disorders. Also, as previously

announced, having served nine years,

Daniel J. Phelan, Senior Independent

Director and Chair of the

Remuneration Committee, and Lorna

Parker, Non-Executive Director, retired

from the Board. Dr. A. Thomas

McLellan, who also had served for nine

years, agreed to remain on the Board

until his successor had been

appointed and a period of transition

had been completed. Following Dr.

Humphreys appointment in November

2023, Dr. McLellan retired as a

Non-Executive Director at the end of

February 2024.

Further, as part of our announced

plans, Juliet Thompson took on the

role of Senior Independent Director

and Jo Le Couilliard assumed the Chair

of the Remuneration Committee.

Finally, as part of the amended

relationship agreement with Scopia

Capital Management, Jerome Lande’s

Board tenure was extended until

December 31, 2024. Scopia remains

one of Indivior’s largest and longest-

tenured shareholders.

As a result of these changes, the Board

has successfully transitioned from 12

to 10 members as of March 1, 2024.

More information on our Board

members and the composition of the

Board’s Committees can be found on

page [X] of this report.

On behalf of the Board I would like to

thank Dan, Lorna and Tom for their

dedication and service to all of the

Group’s stakeholders, and for their

commitment to ensuring a smooth

transition in their important roles.

As we enter our tenth year as an

standalone company, we do so with

good confidence, momentum and an

unwavering focus on patients. I look

forward to reporting on our 2024

accomplishments.

Graham Hetherington

Chair

“As we enter our tenth year as a standalone company, we do so

with good confidence, momentum and an unwavering focus on

patients.”

Graham Hetherington

Chair

Indivior Annual Report 2023Strategic Report

Patient Story

Transforming the lives

of others

Like his father and grandfather, Rich

was a firefighter who always answered

the call for help. During 32 years as a

firefighter and paramedic, including 12

years as a fire chief, he saved the lives

of 15 people, rescued many more from

fires, and delivered five babies into the

world. Today, Rich is still helping

people, but in a very different way. His

personal journey through addiction

and recovery inspires him to help

transform the lives of others suffering

from opioid use disorder.

Rich’s journey began when he was

prescribed opioid painkillers after

undergoing knee replacement surgery.

For months after being discharged

Richard’s Story

“It allowed me to stay sober long enough to work on my

mental and physical issues without getting sidetracked.

Now, I only think about my future. Recovery is no longer

a negative thing in my mind.”

from the hospital, he continued taking

the painkillers. For a while, he was

able to get them easily with phone

calls. Eventually, however, Rich found

himself in a predicament: he was

addicted to the painkillers, but lacked

any legal means of obtaining them.

He resorted to theft, and spent time in

jail for stealing money to sustain his

drug habit.

After being released, Rich began a

treatment regimen, but often relapsed.

He looks back at that period and

realizes he was experiencing

depression, which got worse the

harder he tried to fix things.

Eventually, he was prescribed a

medication-assisted treatment that

helped transform his life.

Just as he worked hard to be a fire

chief, Rich is now working hard at an

in-patient treatment center, where he

helps others in their journey through

opioid use disorder.

“My father and grandfather ingrained

in me the importance of helping

people,” says Rich. “Many of our

center’s clients are in a similar

situation as I was. I’m excited to

share my story with them. I hope

it will help make a difference in their

own recovery.”

Indivior Annual Report 2023Strategic Report

Community Advocate Story

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IMAGE TBU

Indivior Annual Report 2023Strategic Report

Focused on

long-term

value

creation

Mark Crossley

Chief Executive Officer

continue to grow as a proportion of

net revenue moving forward.

Diversify Revenue

We launched OPVEE in the U.S. in the

final quarter of 2023. We are currently

focused on laying the groundwork for

commercial success with intensive

policy work to ensure state standing

orders, grants and first responder

protocols are updated to include

OPVEE. These efforts will unlock

expanded experience and usage of

OPVEE moving forward.

We were particularly gratified to be

awarded a supply contract for OPVEE

by the U.S. Biomedical Advanced

Research and Development Authority

(BARDA), which could be worth over

$110 million over the course of the

10-year agreement, including

compensation for further studies.

Given its differentiated profile and the

scale of the synthetic opioid overdose

crisis, we remain confident in our peak

net revenue goal for OPVEE of

$150 million to $250 million, with

earnings accretion expected by year

two after launch.

Let me begin by highlighting our

financial results. 2023 marked another

year of strong double-digit top-line

growth for Indivior, which comfortably

exceeded the initial guidance we put

in place at the start of the year. Net

revenue of [$1,090] million increased

[21%] on the previous year and

surpassed the $1 billion mark for the

first time since 2018.

As important as our financial

performance was in 2023, it was our

execution against our strategic

priorities, as outlined on page [XX],

that continued to solidify our

foundation for long-term profitable

growth. During the year, we took

significant steps to deliver on our

strategy to diversify our growth

beyond SUBLOCADE. Most notable was

the completion of the acquisition of

Opiant and subsequent U.S. FDA

approval for OPVEE, our differentiated

opioid overdose rescue medicine.

OPVEE is the only medicine of its kind

specifically labeled for use against

synthetic opioids like fentanyl, the

current leading cause of opioid

overdose deaths in the U.S.

Our reported loss for the year of [$10]

million reflected legal settlements of

[$XXX] million, most of which went

toward the resolution of the Antitrust

Multi-District Litigation. On an

adjusted basis, excluding settlements

and other items, net income grew

[57%] to [$266] million. Also, on an

adjusted basis and excluding

incremental expenses of

approximately [$XX] million from the

acquisition of Opiant Pharmaceuticals,

Inc., our operating margin improved in

the year.

Grow SUBLOCADE® >$1.5bn

Our growth was once again led by

SUBLOCADE, which continues to shift

the paradigm for the treatment of

opioid use disorder (OUD). Our key

strategic priority is to grow SUBLOCADE

annual net revenue to more than

$1.5 billion, and we were pleased with

the excellent progress we made

toward this milestone. 2023

SUBLOCADE net revenue grew to [$630]

million, representing a [54%] increase

on 2022.

With this performance, SUBLOCADE

now represents over half of our overall

net revenue base and is expected to

Chief Executive Officer’s Review

For Indivior, 2023 was a year of significant progress. We took major steps to develop innovative

prescription treatments for substance use disorders, opioid overdose and serious mental

illness. Based on our achievements in 2023, we enter 2024 – our 10

year as a public company

– as a more durable organization that is well positioned to create long-term value for all

Indivior stakeholders.

Our diversification efforts through

PERSERIS contributed to our overall

net revenue growth in 2023. PERSERIS

net revenue increased [50%] to [$42]

million in 2023. PERSERIS’

differentiation continues to resonate

well with treatment providers,

specifically the achievement of peak

plasma concentrations in four to six

hours, with clinically relevant levels of

risperidone on day one with no

loading or on-top dosing. Our

confidence in achieving peak net

revenue of $200 million to $300 million

remains unchanged. And, as our 2024

net revenue guidance of [$XX] million

to [$XX] million indicates, we are

expecting another year of progress

toward our goal. Furthermore, at this

expected net revenue level PERSERIS

will begin contributing to our

overall profitability.

We are also pleased to report that our

business outside the U.S. once more is

contributing positively to our overall

net revenue diversification efforts. This

business returned to growth in 2023

based on the progression of new

products, SUBLOCADE and SUBOXONE

Film. Growth from these new products

more than offset our legacy tablet

business, which has been in decline

for a number of years due to generic

competition. SUBLOCADE net revenue

from outside the U.S. was [$XX] million

in 2023, an increase of [XX%] on the

previous year. During 2023, we

launched SUBLOCADE in Germany,

adding to our presence in Australia,

Canada, the Nordic countries and

Israel. Looking forward, we aim to

launch SUBLOCADE in select new

countries, ensuring that we can

adequately supply all markets.

Build & Progress

the Pipeline

Along with our commercial

diversification efforts, in 2023 we

acquired promising addiction-related

assets through our connect and

develop R&D model. We also advanced

our existing key asset partnerships.

First, we took full ownership of

INDV-2000 from C4X Discovery; this

oral Orexin-1 receptor antagonist

potentially represents a novel non-

opioid approach for the treatment for

OUD. We also acquired the global

rights to Alar’s ALA-1000, which is

potentially the first long-acting

buprenorphine injectable for OUD that

can be delivered once every three

months. We expect to progress both

assets to Phase 2 clinical trials in 2024.

This accounts for the majority of the

expected step-up in R&D investment

in the coming year.

We also plan on advancing our key

partnered licensed or optioned assets

– AEF0117 for cannabis use disorder

(CUD) with AELIS Farma and INDV-1000

for alcohol use disorder (AUD) with

ADDEX. Focusing on AEF0117, we are

excited about the potential for this

asset. The Phase 2b study has

progressed in line with the expected

timetable, most recently completing a

positive Data Safety Monitoring Board

Review and achieving the Last Subject

First Visit (LSFV) milestone.

We expect the final Phase 2b report to

be available in the second half of 2024.

Upon review of the report and

subsequent meetings with the FDA, we

will assess the feasibility of exercising

our option for AEF0117 to progress to

Phase 3 trials.

We believe that the opportunity for

AEF0117 to help patients struggling

with CUD could be significant. There is

currently no FDA-approved treatment

for CUD, while according to a recent

study in the Journal of the American

Medical Association Network Open

21% of cannabis users, estimated at

48.2

million people in the U.S., have

some degree of CUD. As legalized

medical and recreational use of

cannabis is expected to grow, the

prevalence of users is, unfortunately,

also likely to increase.

Additionally, we announced further

investments to support our long-term

growth aspirations. First, we are

increasing our investment behind

growing SUBLOCADE in the U.S.

Second, we are establishing a wholly

owned manufacturing capability in the

U.S. And, finally, we are continuing to

ensure we remain on course with our

journey of building a world-class

integrity and compliance capability.

For SUBLOCADE, as we announced last

November, we are expanding our

commercial capabilities by increasing

our field force and expanding our

criminal justice system (CJS) team.

Additionally, to support the medical

questions and science behind

SUBLOCADE and addiction, we added

new medical science liaisons.

To deliver on our purpose, and achieve our vision, we have identified four strategic

priorities for value creation:

Grow

SUBLOCADE®

>$1.5bn

Diversify

Revenue

Build &

Progress the

Pipeline

Optimize

Our Operating

Model

Indivior Annual Report 2023Strategic Report

Chief Executive Officer’s Review continued

In part, these efforts reflect the

success we have had since our

strategic pivot three years ago

targeting Organized Health Systems

broadly and the justice system in

particular. Additionally, we now see a

significant long-term growth

opportunity to help more patients

following the removal of the DATA-

2000 waiver in the U.S. [The removal of

the DATA-2000 waiver is creating

opportunities for alternate sites of

care for buprenorphine-based

long-acting injectables, like

SUBLOCADE.]

Our alliance with Albertsons, one of

the largest grocery chains in the U.S., is

the first such alternate site of care

partnership we have established. It

currently includes over 1,000 stores

across 18 U.S. states. Supported by the

expansion of our field force, we are

targeting smaller, office-based

buprenorphine prescribers for whom a

specialty treatment like SUBLOCADE

previously presented considerable

logistic hurdles. Alternate sites of

care, including Albertsons and

potentially others, can ease the

workload for these smaller healthcare

practices and allow them to expand

usage of buprenorphine-based

long-acting injectables.

Optimize Our

Operating Model

Based on our expectations of

continued strong volume growth for

SUBLOCADE long term, we acquired

our own aseptic manufacturing facility

in Raleigh, North Carolina. This

additional manufacturing capacity,

which we expect will be fully built out

by [XXXX], will support the expected

future demand for SUBLOCADE and

PERSERIS, and will provide us

additional flexibility for our overall

supply strategy. This existing facility,

with its high-quality workforce, will

provide us an additional

manufacturing supply and give us

[increased flexibility] to reconfigure

our supply chain for our long-acting

injectable treatments. We expect to

realize manufacturing savings from

this facility from the second half of

2026 onwards.

We are committed to compliance and

integrity. Our maturity in this area

grows every year and 2023 was no

exception. We continued to meet the

requirements of our Resolution

Agreement, reached with the

Department of Justice in 2020. Our

work, however, does not stop there.

Our goal is to become an industry

leader in compliance, ethics and

integrity. The Group’s commitment to

meeting this goal over time is

evidenced by the strengthening of the

Board’s Committees to include a

separate Compliance, Ethics and

Sustainability Committee. This

committee will have oversight of the

Group’s Global Integrity & Compliance

Program and will oversee our

approach to ethical, responsible and

sustainable business conduct.

Alongside our integrity initiatives, we

proactively continued to clear legacy

litigation matters. We settled the

legacy Antitrust MDL matters for a total

amount of $519 million. While this

amount was more than we anticipated

compared to our original provision of

$290 million, the settlement avoided

the uncertainty of a jury trial. It also

avoided potential damages awards,

which could have threatened our

status as a going concern. [As we look

to 2024 and beyond, we believe all

remaining legal matters are

manageable.] As before, our overriding

principle with regard to these matters

is to provide greater certainty for our

stakeholders. In this way, we can solely

focus on delivering against our

strategic priorities and helping

our patients.

In closing, we remain excited about

Indivior’s future and our potential to

deliver for our patients, communities,

employees and shareholders. Our

aspirations and spirit were

encapsulated in the celebrations

surrounding the additional listing of

Indivior shares in the U.S. on the

Nasdaq Global Select Market in June

2023. This major milestone clearly

demonstrated our continued efforts to

grow awareness of Indivior and attract

investors in our largest and most

valuable market.

To further build on this momentum in

the U.S., we will be initiating the

process for potentially making the U.S.

Nasdaq listing Indivior’s primary

trading venue, if supported by

shareholders. We believe that there

are significant shareholder benefits to

be realized over time by potentially

effecting a primary U.S. listing. Chief

among them is further elevating the

Group’s profile as an addiction

treatment leader in its largest market

and U.S. equity indices inclusion

over time.

In closing, we expect to deliver another

year of strong top- and bottom-line

growth in 2024. Our employees

deserve all of the credit for our

success. Their dedication to our

patients and Guiding Principles

continues to inspire me, and I want to

thank them for their hard work and

drive on behalf of all stakeholders.

Mark Crossley

Chief Executive Officer

1. www.jamanetwork.com/journals/jamanetworkopen/fullarticle/2808874

2. Substance Abuse and Mental Health Services Administration, “Key substance use and mental health indicators in the United States: Results from

the 2019 National Survey on Drug Use and Health,” Center for Behavioral Health Statistics and Quality, Substance Abuse and Mental Health

Services Administration, Rockville, MD, 2020.

Grow SUBLOCADE

to $1.5B+

– Total NR of $630m,

+54%; Continued

penetration in

Organized Health

Systems

– Total SUBLOCADE

patients

at the end of

FY 2023 of 136.9k, +66%;

targeting 270k patients

– Justice System channel

represents

approximately 20% of

US NR at year-end

– Alliance with

Albertson’s and St.

Matthews Pharmacy for

alternative sites of care

for buprenorphine-

based long acting

injectibles

– FY 2024 total net

revenue guidance of

$1,235m - $1,325m, up

17% at the mid-point

from FY 2023

1. Rolling 12-month patients estimate using both Specialty Pharmacy and Specialty Distributor proxy data.

2. BARDA = US Biomedical Advanced Research and Development Authority

3. 3CUD = cannabis use disorder

4. 4OUD = opioid use disorder

Executing clear strategies for value creation

Major FY 2023 Milestones

Diversify Revenue

– Acquired Opiant

Pharmaceuticals Inc.,

launched OPVEE and

awarded BARDA

multi-

year contract

– SUBLOCADE ex-US net

revenue $41m, +52%;

approved in the UK and

launched in Germany

– PERSERIS FY 2023 net

revenue of $42m, +50%

– PERSERIS FY 2024 net

revenue guidance of

$55m - $65m, up 43% at

the mid-point from

FY 2023

– Rest of World (ROW) NR

returned to growth

Build our Pipeline

– AELIS AEF0117 (CUD

Phase 2b study

progression with LSLV

(Last Subject Last Visit)

expected in Q2 2024

– INDV 2000 (OUD

): Positive

end of Phase 1 meeting

with the FDA in Q4 2023

with expected progression

to Phase 2 clinical proof

of concept.

– Secured global rights to

Alar Pharmaceuticals’

portfolio of

buprenorphine-based

ultra long-acting

injectables (INDV 6001)

– Acquired full ownership

of INDV 2000 from

C4X Discovery

– Collaboration agreement

with Click Therapeutics to

develop prescription

digital therapeutics to

treat substance abuse

disorders, beginning with

CT 102 for OUD

Optimize Operating

Model

– Secured long-term

supply of SUBLOCADE

and PERSERIS by

acquiring an aseptic

manufacturing facility

– Settled legacy antitrust

MDL providing greater

certainty for

stakeholders

– Initiated third $100m

share repurchase

program

– Executed additional US

Listing on NASDAQ

– Created separate

Compliance, Ethics and

Sustainability committee

of the Board

– Published 2022

Sustainability Report

To deliver on our purpose, and achieve our vision, we have identified four strategic

priorities for value creation:

Grow

SUBLOCADE®

>$1.5bn

Diversify

Revenue

Build &

Progress the

Pipeline

Optimize

Our Operating

Model

Indivior Annual Report 2023Strategic Report

The United Nations estimates that in

2021, 296 million individuals worldwide

– or 1 in every 17 persons aged 15 to 64

– had misused drugs at least once in

the previous year. With an estimated

219 million users in 2021, cannabis is

the most commonly used substance

followed by 60 million opioid users,

36 million amphetamines users,

22 million cocaine users, and 20 million

methylenedioxymethamphetamine

(MDMA, ecstasy) users.

Opioids remain

the class of drugs that contribute most

to serious drug-related harm, including

overdose deaths.

The number of individuals with a

substance use disorder (SUD) in the

U.S. alone for the past year was

48.7 million.

Of these, 29.5 million had

an alcohol use disorder (AUD),

19 million had a cannabis use disorder

(CUD) and 6.1 million had an opioid

use disorder (OUD).

Rapid increases in

polysubstance overdose deaths

including illegally manufactured

synthetic opioids like fentanyl have

signaled the start of the “fourth wave”

of the overdose crisis.

Over 90% of all

reported opioid overdose deaths have

been connected to synthetic opioids.

There have also been reports of novel

synthetic opioids in the illicit drug

market that are structurally unrelated

to fentanyl (e.g., benzimidazoles such

as clonitazene, etonitazene, and

isotonitazene) and that are as

or more harmful than fentanyl.

Regretfully, it is still difficult to lessen

inequities in treatment participation

and access because of structural

barriers for many suffering from SUD.

This is particularly true for

adolescents, pregnant women and

incarcerated individuals, as well as

those with mental illnesses and

economically disadvantaged people.

For example, just 2.1% of the

29.5 million U.S. adults and children

aged 12 or older who had an AUD in

the previous year received medication

to treat their condition. And only 18.3%

of the 6.1 million adults and children

aged 12 or older who had an OUD in

the previous year received medication

for opioid use disorder (MOUD).

True to our vision and mission, in 2023

our Research & Development (R&D)

and Medical Affairs & Safety

organization worked to break down

barriers to access for OUD treatment.

As part of this process, it developed

one of the largest evidence-based

understandings of MOUD including

SUBLOCADE Phase IV studies, long-

term collaborations, real-world

evidence studies, externally sponsored

studies, label updates, peer-reviewed

publications, and conference

presentations. Outside the U.S., we

geographically expanded access to

SUBLOCADE by securing regulatory

approvals in 12 countries: Canada,

Australia, New Zealand, Israel, Sweden,

Finland, Denmark, Norway, Germany,

Italy, Switzerland, and the U.K. We also

expanded access to SUBOXONE Film

with regulatory approvals in 37

most-of-the-world countries, including

Canada, Australia, New Zealand, Israel,

all 27 EU Member States, U.K., Iceland,

Norway, Liechtenstein, Qatar, Kingdom

of Saudi Arabia and the United

Arab Emirates.

Pioneering

the Science

of Addiction

Medicine

Christian Heidbreder

Chief Scientific Officer

We are progressing therapeutic innovations by understanding the neurobiological

underpinnings of substance use disorders and generating new real-world evidence

to reinforce the importance of continuity of care.

Chief Scientific Officer’s Review

Following our acquisition of Opiant

Pharmaceuticals, Inc., in March 2023,

regulatory approval of OPVEE

(nalmefene) nasal spray was granted

by the FDA on May 22, 2023. OPVEE is

used for the emergency treatment of

known or suspected overdose induced

by natural or synthetic opioids in

adults and pediatric patients aged 12

years and older.

On September 27,

2023, a $32m contract was awarded by

the U.S. Biomedical Advanced

Research and Development Authority

(BARDA) to support a range of studies.

These included FDA-required post-

marketing studies, three-year stability

studies to support shelf-life extension,

and real-world evidence studies. The

contract also supports the

procurement of packaged OPVEE held

as vendor-managed inventory (VMI) as

a medical countermeasure in the

event of a synthetic opioid community

or mass casualty event.

We also made significant progress in

advancing our pipeline. First, we

pursued major collaborative efforts

with Aelis Farma to develop AEF0117,

Aelis’ first-in-class synthetic Signaling

Specific inhibitor (SSi) engineered to

modulate the cannabinoid type 1 (CB1)

receptor (CB1-SSi) for the treatment of

CUD. Aelis’ clinical Phase 2B trial,

which aims to demonstrate the clinical

efficacy and safety of AEF0117, is on

track to deliver results in the third

quarter of 2024. Second, on October 11,

2023 we acquired the exclusive global

rights to develop, manufacture, and

commercialize Alar Pharmaceuticals

Inc.'s portfolio of long-acting injectable

formulations of buprenorphine. This

portfolio includes the three-month

injectable candidate ALA-1000 (now

INDV-6001) for the treatment of OUD.

Third, on August 1, 2023 we acquired

full ownership of INDV-2000 (selective

Orexin-1 receptor antagonist for the

non-opioid treatment of OUD) from

C4X Discovery. The development plans

for INDV-2000 were successfully

discussed during an end-of-Phase

1 meeting with the FDA on November 3,

2023, paving the way for the initiation

of a clinical Phase 2 proof-of-concept

study in 2024. Fourth, efforts to

support INDV-1000 (GABAb positive

allosteric modulator for the treatment

of AUD) have resulted in the selection

of two lead compounds and one

backup molecule for comprehensive

in vitro and in vivo characterization.

Fifth, a collaboration with the National

Center for Advancing Translational

Sciences (NCATS) is enabling us to

optimize a drug product formulation

of INDV-5004 (Drinabant, a CB1

receptor antagonist for the treatment

of acute cannabinoid overdose) and

conduct toxicology and safety IND-

enabling studies. Lastly, on September

7, 2023 we executed a new

collaboration agreement with Click

Therapeutics for the development

and commercialization of prescription

digital therapeutics to treat OUD.

Christian Heidbreder

Chief Scientific Officer

1. UNODC, World Drug Report 2023 (United Nations publication, 2023).

2. Substance Abuse and Mental Health Services Administration. (2023). Key substance use and mental health indicators in the United States: Results

from the 2022 National Survey on Drug Use and Health (HHS Publication No. PEP23-07-01-006, NSDUH Series H-58). Center for Behavioral Health

Statistics and Quality, Substance Abuse and Mental Health Services Administration. https://www.samhsa.gov/data/report/2022-nsduh-annual-

national-report

3. Friedman, J, Shover, CL. Charting the fourth wave: Geographic, temporal, race/ethnicity and demographic trends in polysubstance fentanyl

overdose deaths in the United States, 2010–2021. Addiction. 2023. https://doi.org/10.1111/add.16318

4. Ahmad FB, Cisewski JA, Rossen LM, Sutton P. Provisional drug overdose death counts. National Center for Health Statistics. 2023.

5. Vandeputte MM, Van Uytfanghe K, Layle NK, St Germaine DM, Iula DM, Stove CP. Synthesis, Chemical Characterization, and μ-Opioid Receptor

Activity Assessment of the Emerging Group of "Nitazene" 2-Benzylbenzimidazole Synthetic Opioids. ACS Chem Neurosci. 2021 Apr 7;12(7):1241-1251.

https://doi.org/10.1021/acschemneuro.1c00064

6. Label (fda.gov)

Indivior Annual Report 2023Strategic Report

Our Business Model

Building a Better

Future for Patients

Guided by our purpose, inspired by our people and culture and informed by

our expertise and insight, innovative science and stakeholder relationships,

we aim to address patients’ unmet needs around the world.

Highly skilled and knowledgeable people

We have 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,

serious mental illness, or

overdose have access to

evidence-based treatment to

change lives.]

Mission

[Our mission is to be the global

leader that is a pioneer in

developing innovative prescription

treatments for people suffering

from substance use disorders,

serious mental illness

and overdose.]

Governance

We recognize the importance

of a strong governance

and compliance framework

which supports the 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 schizophrenia.

Capital base

Indivior employs disciplined asset 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.

Sustainability

We believe our business is a force for positive

change in society. We seek to create value for all

stakeholders. We believe we must do this in a way

that is sustainable, by advancing the science of

medicine and treatment while protecting natural

and human resources.

Sustainability – read more on page [XX]

Meeting patient needs

Leveraging a deep understanding of patient needs,

Indivior is committed to addressing the global

addiction crisis by expanding theavailability

ofevidence-based treatments, enhancing

treatmentaccess andleveragingour scientific

expertise to develop newtreatments.

Guiding Principles

Guiding Principles – read more on page [XX]

Our stakeholders are

fundamental to who we are and

how we operate. The perspectives

and priorities of our stakeholders

help to inform our decision-

making and, in turn, support

progress toward realizing our

purpose, vision and mission.

Improve the lives of patients

through an uninterrupted supply

of high-quality products.

Advance treatment innovation by

developing new patient-focused

treatments. We aim to expand the

scope of the treatment the Group

provides to helpaddress

addiction and the co-occurring

disorders of addiction.

Deliver high-quality products

and accurate information and

maintain strong and credible

relationships with customers

and key stakeholders.

Effectively managing

our business and assets to

enable reinvestment

and meet stakeholder

obligations.

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

suffering from substance use disorders, serious mental illness and overdose.

Our business today is [lorem ipsum dolor sit amet consectetur adipiscing elit.

Pellentesque habitant morbi tristique senectus et netus et malesuada fames ac

turpis egestas.]

How we do it How we

generate value

Our strategic

priorities

Stakeholder

engagement

Strong and enduring

relationships with

key stakeholders

Research and

development

World-class treatment

innovation

Operational

discipline

Effectively managing

our business

Sales and

marketing

Carefully managed

compliance and adherence

to good practice

Manufacturing

Producer of high-

quality medicines

[For more information see Page XX]

Grow

SUBLOCADE®

>$1.5bn

Diversify

Revenue

Build &

Progress the

Pipeline

Optimize

Our Operating

Model

Indivior Annual Report 2023Strategic Report

INSUPPORT

During 2023, INSUPPORT® Community Reentry

Program (“CRP”) reached a celebrated milestone of

receiving over 100 program enrollments. INSUPPORT

was created to provide information aimed at helping

eligible patients with the process of obtaining Indivior

medicines and to enhance our existing patient

transition of care offerings. CRP was designed for

patients released from the criminal justice system

(“CJS”) who are experiencing a gap in insurance

coverage. Eligible patients may receive up to two

months of SUBLOCADE® (buprenorphine extended-

release) subcutaneous injection at no cost while

awaiting reinstatement of health insurance.

Stakeholder Engagement

Understanding Our

Stakeholders

We believe ongoing engagement with our stakeholders is

fundamental to developing and maintaining a robust,

sustainable and successful business.

The perspective and priority areas of our stakeholders help

to inform our decision-making and, in turn, helps us to

make progress toward realizing Indivior’s purpose, vision

and mission.

Indivior regularly reviews its understanding of each

stakeholder group and priority areas, and the team’s efforts

to identify further opportunities to strengthen and learn

from these relationships. Indivior employs experienced and

qualified individuals to conduct its stakeholder engagement

activities. These employees include members of the

governance, investor relations, government affairs, advocacy

and communications teams, supported by external advisors.

Our stakeholders – from employees, patients, healthcare providers and the greater

community, to suppliers, policymakers and civil society – are fundamental to how we operate

and to who we are.

INTO LIGHT

In 2023 Indivior supported the INTO LIGHT Project. The

purpose of the INTO LIGHT Project is to change the

conversation about substance use disorder and to

erase the stigma surrounding the disorder. Founded

by Theresa Clower, who lost her son to the opioid

crisis, the organization uses art (graphite drawings)

and narratives, to portray lost loved ones who

suffered from substance use disorder. Clower aspires

to draw their portraits, tell their stories, and start a

dialogue around the disease to reduce the judgment

of those with substance use disorder.

Section 172 Statement

Section 172 of the 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 has

regularly considered the factors set out above and

the views of key stakeholders and applied this

information in its decision-making. An example is

the regular attendance of Board members at internal

Town Hall events and the conduct of other employee

engagement activities.

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 section titled “Principal Board

decisions” [on pages xx to xx].

The key themes and strategies highlighted within

this report section will be continued into 2024. The

increased emphasis on sustainability reporting

which began in 2022 with the publication of Indivior’s

first Sustainability Report will be continued in 2024

with the publication of a third report.

Portrait title: Devin Hart Bearden

Portrait artist: Theresa Clower

“We must learn to see people with substance

use disorders as human beings and

understand that addiction is a disease like

hypertension and cancer – something that

needs treatment and compassion. Art can help

us do that. Art crosses boundaries that are

impassable in real life… Art opens the door for

empathy and for overcoming the fear and

shame that are so commonly encountered

with addiction and overdose.”

Nora Volkow

M.D., Director, National Institute on

Drug Abuse, National Institute of Health,

in INTO LIGHT catalogue foreword.

Indivior Annual Report 2023Strategic Report

Stakeholder Engagement continued

Patients

Our vision is that the millions of people across

the globe suffering from substance use disorders

and serious mental illness have access

to evidence-based treatment to change lives

Healthcare providers

(HCPs)

Addiction and mental health are uniquely

challenging treatment spaces

Workforce

Indivior has a diverse and inclusive workforce with a

shared commitment to its vision and patients

Current and potential shareholders and

capital providers

Indivior’s relationships with its capital providers

are a key element to the stability and long-term

success of the business

Key stakeholder issues

– Access to treatment and support

– Product pricing and availability

– Product safety and efficacy

Key stakeholder issues

– Product safety and efficacy

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

Key stakeholder issues

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

– A diverse and inclusive workplace featuring flexibility, responsible

business practices and clear communication channels

– A welcoming and dynamic workplace for everyone

– Comprehensive provision of training, development

and learning opportunities

– Workforce terms, conditions and remuneration levels

Key stakeholder issues

– Effective strategy and business model

– 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

– Advocacy activities to support Indivior’s vision

– Ensuring evidence-based treatment for substance use disorders and

serious mental illness is available to everyone that needs it

– Provide treatment distribution through responsible HCPs

– Break down barriers to care so more patients have access to the

evidence-based treatment they need on their recovery journey.

– Expand our 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

– Indivior’s core purpose is to pioneer, produce and market

evidence-based innovative treatments for substance use

disorders and serious mental illness

– Indivior aims to work with stakeholders to ensure that evidenced-

based treatments are available to greater numbers of HCPs

and patients around the world

Key issues for Indivior

– The recruitment and retention of talent to enable the achievement

of Indivior’s vision and purpose

– The maintenance of an optimal workplace culture to enable

innovation and personal and business success

– The maintenance of a diverse and inclusive workplace

Key issues for Indivior

– The Board has a fiduciary duty to communicate and receive feedback

from shareholders and other capital providers concerning

Indivior’s performance

– Regular dialogue facilitates market understanding and awareness of

the Group’s strategic progress and financial performance.

– Indivior is subject to legal and regulatory obligations that require the

Board and the management team to regularly report and

communicate its financial and non-financial performance

How Indivior engages

– Adherence to regulatory requirements (for instance product labelling

and information)

– Indivior campaigns and lobbies with other interested parties to

increase access to treatment

– Indivior closely monitors the HCPs that dispense its treatments to

patients in North America

How Indivior engages

– Responsible and compliant sales, marketing and

communication activities

– Supporting regulatory and legislative developments to improve

treatment access for patients and enable HCPs to care for more

patients when they decide to seek help

How Indivior engages

– Annual culture surveys

– Regular dialogue led by the HR team about diversity and inclusion matters

– Frequent “Town Hall” events hosted by the senior management team

– A Company-wide “Culture and Inclusion Champions” network

– Annual Personal Development Reviews (“PDRs”) for all employees

– Regular training and development activity tailored to

departmental requirements

– A dedicated intranet site for internal communications, where

employees are featured and departments share content

– Regular dialogue about share schemes and performance incentives

How Indivior engages

– Dedicated investor relations, finance, governance and

communications functions

– A corporate website with a dedicated investor relations section which

includes detailed financial and governance information

– Quarterly results presentations and regular dialogue with existing and

potential interested stakeholders

– Regular dialogue with interested stakeholders about Indivior’s

approach to ESG

– Frequent dialogue with financial analysts

Board involvement highlights

– Monitored compliance information concerning product marketing,

product communications and distribution

Board involvement highlights

– The Board, supported by its Science Committee, leads Indivior’s

research and development strategy and the setting of goals

and objectives

– The Board, supported by its Science Committee, leads Indivior’s

transactions and project decision-making process

– The Board, supported by its Science Committee, monitors and advises

Indivior’s management on the research and development aspect of

Company transactions and projects

Board involvement highlights

– Workforce matters are regularly discussed by the Board and all

principal decisions take into account their impacts on the workforce

– Board members regularly engage with the workforce through events

such as Town Halls and internal company meetings

– The Board, advised by its remuneration committee, reviews Board,

senior management and workforce remuneration and related policies

and makes recommendations to the senior management team.

– The Board oversees and supports the senior management team in the

maintenance of Company culture and welcoming workplace

Board involvement highlights

– Indivior’s Annual General Meeting (“AGM”) was held in central London

on 4 May 2023 and was attended by the entire Board. A facility was put

in place for shareholders to join the meeting virtually

– Indivior’s CEO, Finance Director and other senior management team

members attended several investor and financial presentations and

meetings throughout the year.

– The Senior Independent Director can be an intermediary for the other

Directors and shareholders when required

2023 highlights

– Indivior has been advocating for expanded treatment funding for MOUD

within the criminal justice system

– InSupport Program for patients re-entering their communities from criminal

justice system

– Experience programs to help patients get access evidence-based treatments

– Indivior increased access to SUBLOCADE through agreement with

Albertson’s, one of the largest food and drug retailers in the United States

– The team in France updated the SUBUTEX packaging to include QR codes so

patients could quickly access useful information

2023 highlights

– Indivior field personnel continued to interact with HCPs focused on

our therapeutic areas of interest and their staff within healthcare

institutions, offices, treatment centers, criminal justice systems across

the U.S.

– Indivior personnel attended key national and regional conferences to

engage with the community on our therapeutic areas of interest.

2023 highlights

– Indivior was awarded the ‘Great Place to Work’ accreditation in seven

countries in which the business operates

– Indivior named Best Workplaces in Biopharma

– Indivior earned Top Workplace honors from the Richmond

Times-Dispatch

– The quarterly global town hall program hosted by senior management

was well-attended and produced positive post-event survey feedback

– Best-ever results in the independently conducted 2023 culture survey

2023 highlights

– Presented at several healthcare conferences organized by the

investment and financial communities.

– Successful additional U.S. listing on Nasdaq.

– Ongoing dialogue with the investment community about Indivior’s

approach to ESG matters.

– Published Sustainability Report.

For more information see page [XX] For more information see page [XX] For more information see page [XX] For more information see page [XX]

The following table summarizes Indivior’s key stakeholders, their key areas of interest, why each group matters to everyone

at Indivior, how engagement activity is conducted, stakeholder engagement highlights in 2023, the involvement of the Board

in Indivior’s stakeholder engagement and how the Board applied this in its decision-making processes. Further information

is also available on [pages xx to xx] of this report and within Indivior’s latest Sustainability Report.

Patients

Our vision is that the millions of people across

the globe suffering from substance use disorders

and serious mental illness have access

to evidence-based treatment to change lives

Healthcare providers

(HCPs)

Addiction and mental health are uniquely

challenging treatment spaces

Workforce

Indivior has a diverse and inclusive workforce with a

shared commitment to its vision and patients

Current and potential shareholders and

capital providers

Indivior’s relationships with its capital providers

are a key element to the stability and long-term

success of the business

Key stakeholder issues

– Access to treatment and support

– Product pricing and availability

– Product safety and efficacy

Key stakeholder issues

– Product safety and efficacy

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

Key stakeholder issues

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

– A diverse and inclusive workplace featuring flexibility, responsible

business practices and clear communication channels

– A welcoming and dynamic workplace for everyone

– Comprehensive provision of training, development

and learning opportunities

– Workforce terms, conditions and remuneration levels

Key stakeholder issues

– Effective strategy and business model

– 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

– Advocacy activities to support Indivior’s vision

– Ensuring evidence-based treatment for substance use disorders and

serious mental illness is available to everyone that needs it

– Provide treatment distribution through responsible HCPs

– Break down barriers to care so more patients have access to the

evidence-based treatment they need on their recovery journey.

– Expand our 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

– Indivior’s core purpose is to pioneer, produce and market

evidence-based innovative treatments for substance use

disorders and serious mental illness

– Indivior aims to work with stakeholders to ensure that evidenced-

based treatments are available to greater numbers of HCPs

and patients around the world

Key issues for Indivior

– The recruitment and retention of talent to enable the achievement

of Indivior’s vision and purpose

– The maintenance of an optimal workplace culture to enable

innovation and personal and business success

– The maintenance of a diverse and inclusive workplace

Key issues for Indivior

– The Board has a fiduciary duty to communicate and receive feedback

from shareholders and other capital providers concerning

Indivior’s performance

– Regular dialogue facilitates market understanding and awareness of

the Group’s strategic progress and financial performance.

– Indivior is subject to legal and regulatory obligations that require the

Board and the management team to regularly report and

communicate its financial and non-financial performance

How Indivior engages

– Adherence to regulatory requirements (for instance product labelling

and information)

– Indivior campaigns and lobbies with other interested parties to

increase access to treatment

– Indivior closely monitors the HCPs that dispense its treatments to

patients in North America

How Indivior engages

– Responsible and compliant sales, marketing and

communication activities

– Supporting regulatory and legislative developments to improve

treatment access for patients and enable HCPs to care for more

patients when they decide to seek help

How Indivior engages

– Annual culture surveys

– Regular dialogue led by the HR team about diversity and inclusion matters

– Frequent “Town Hall” events hosted by the senior management team

– A Company-wide “Culture and Inclusion Champions” network

– Annual Personal Development Reviews (“PDRs”) for all employees

– Regular training and development activity tailored to

departmental requirements

– A dedicated intranet site for internal communications, where

employees are featured and departments share content

– Regular dialogue about share schemes and performance incentives

How Indivior engages

– Dedicated investor relations, finance, governance and

communications functions

– A corporate website with a dedicated investor relations section which

includes detailed financial and governance information

– Quarterly results presentations and regular dialogue with existing and

potential interested stakeholders

– Regular dialogue with interested stakeholders about Indivior’s

approach to ESG

– Frequent dialogue with financial analysts

Board involvement highlights

– Monitored compliance information concerning product marketing,

product communications and distribution

Board involvement highlights

– The Board, supported by its Science Committee, leads Indivior’s

research and development strategy and the setting of goals

and objectives

– The Board, supported by its Science Committee, leads Indivior’s

transactions and project decision-making process

– The Board, supported by its Science Committee, monitors and advises

Indivior’s management on the research and development aspect of

Company transactions and projects

Board involvement highlights

– Workforce matters are regularly discussed by the Board and all

principal decisions take into account their impacts on the workforce

– Board members regularly engage with the workforce through events

such as Town Halls and internal company meetings

– The Board, advised by its remuneration committee, reviews Board,

senior management and workforce remuneration and related policies

and makes recommendations to the senior management team.

– The Board oversees and supports the senior management team in the

maintenance of Company culture and welcoming workplace

Board involvement highlights

– Indivior’s Annual General Meeting (“AGM”) was held in central London

on 4 May 2023 and was attended by the entire Board. A facility was put

in place for shareholders to join the meeting virtually

– Indivior’s CEO, Finance Director and other senior management team

members attended several investor and financial presentations and

meetings throughout the year.

– The Senior Independent Director can be an intermediary for the other

Directors and shareholders when required

2023 highlights

– Indivior has been advocating for expanded treatment funding for MOUD

within the criminal justice system

– InSupport Program for patients re-entering their communities from criminal

justice system

– Experience programs to help patients get access evidence-based treatments

– Indivior increased access to SUBLOCADE through agreement with

Albertson’s, one of the largest food and drug retailers in the United States

– The team in France updated the SUBUTEX packaging to include QR codes so

patients could quickly access useful information

2023 highlights

– Indivior field personnel continued to interact with HCPs focused on

our therapeutic areas of interest and their staff within healthcare

institutions, offices, treatment centers, criminal justice systems across

the U.S.

– Indivior personnel attended key national and regional conferences to

engage with the community on our therapeutic areas of interest.

2023 highlights

– Indivior was awarded the ‘Great Place to Work’ accreditation in seven

countries in which the business operates

– Indivior named Best Workplaces in Biopharma

– Indivior earned Top Workplace honors from the Richmond

Times-Dispatch

– The quarterly global town hall program hosted by senior management

was well-attended and produced positive post-event survey feedback

– Best-ever results in the independently conducted 2023 culture survey

2023 highlights

– Presented at several healthcare conferences organized by the

investment and financial communities.

– Successful additional U.S. listing on Nasdaq.

– Ongoing dialogue with the investment community about Indivior’s

approach to ESG matters.

– Published Sustainability Report.

For more information see page [XX] For more information see page [XX] For more information see page [XX] For more information see page [XX]

Indivior Annual Report 2023Strategic Report

Stakeholder Engagement continued

Suppliers and

distributors

Indivior has a small supply chain which is critical to

effectively conduct its day-to-day business

Communities

Indivior recognises its responsibility to work with

community organizations and patient advocacy

groups to raise awareness of the global addiction

crisis and to support their activities

Regulators and professional advisors

Indivior works closely with this group of stakeholders

to ensure compliance at all times with the relevant

regulatory and legal requirements that relate

to its activities

Media

Our stakeholders require up-to-date, timely,

complete and accurate information about Indivior

and its products and science

Key stakeholder issues

– Indivior’s product quality requirements and terms of business

– Contractual terms and payment timings

– Indivior’s product pipeline and development plans

– Tender process details

– Indivior’s climate change information

Key stakeholder issues

– Indivior’s reputation as a reliable community citizen and partner

– Indivior’s role in addressing the global addiction crisis and mental

health issues

– Indivior’s support and work with patient advocacy groups, NGOs and

charities that support people that are affected by addiction and

mental illness

Key stakeholder issues

– Maintenance of the high product quality standards required

by the regulators

– Conducting all marketing and distribution activities responsibly

– Responsible pricing

– Adherence to applicable laws and regulations including those

relating to taxation and listed companies

– Adherence to the 2020 Resolution Agreements

Key stakeholder issues

– Accurate and timely news and information about Indivior’s activities

– Points of contact for further information and clarification

Key issues for Indivior

– Product quality is essential for regulatory and compliance purposes

and to ensure patient safety

– A reliable supply chain is critical to the effective and regular

distribution of treatments to HCPs and patients

– It will be necessary to work closely with suppliers to collect Indivior’s

Scope 3 emissions data

Key issues for Indivior

– Indivior believes that it is important to work in partnership with

community stakeholders to increase understanding of the global

addiction crisis and mental health issues

– Indivior builds relationship with community organizations aligned in

our mission to reduce stigma and break down barriers to care.

– Indivior supports organizations that help educate communities

on the deeply stigmatized patient populations suffering from

substance use disorder and serious mental illness, and those

in need of overdose rescue

Key issues for Indivior

– Indivior’s license to operate and maintenance of its reputation

with its stakeholders depends on its compliance with the relevant

regulatory and legal requirements

– Regular engagement with this group of stakeholders to ensure

that they have a good understanding of Indivior’s business and

compliance activities

– All members of Indivior’s workforce should understand its legal and

regulatory obligations and how and when to address any concerns

Key issues for Indivior

– Dissemination of accurate and timely news and information about

Indivior’s activities and plans

– Work with the media to develop Indivior’s reputation and stakeholder

understanding of its aims and objectives

How Indivior engages

– Regular dialogue takes place between Indivior and its key suppliers

concerning production matters and Indivior’s requirements

– Dedicated Indivior supplier management team

– Written information about matters such as tenders, terms of business,

contractual terms and payment timings

– Indivior’s Supplier Code of Conduct

How Indivior engages

– Dedicated Global Impact function

– Advocacy activities in partnership with a variety of interested

stakeholders

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

and vision

How Indivior engages

– Distribution of information about Indivior’s approach and performance

concerning compliance and governance matters

– Regular engagement with governments and regulators

– Regular dialogue with Indivior’s workforce about compliance matters

and regular training and educational information

– Indivior EthicsLine

How Indivior engages

– Distribution of news and information in a timely manner

– Experienced and dedicated corporate affairs team which was

expanded in 2023

– Corporate website including section for press releases, Company

statements, and Company news

Board involvement highlights

– Authorized purchase of Raleigh site to reduce reliance on the supply

chain to produce Indivior products

– Monitored compliance information about suppliers

Board involvement highlights

– Monitored compliance information about Indivior’s

community activities

Board involvement highlights

– CEO and Chief Financial Officer regularly participate in Company

investor presentations and dialogue with the investment community

– Investors provided feedback on the Group’s financial results,

which were presented to, and considered by, the Board

Board involvement highlights

– Involvement of Board members in corporate affairs activity organised

by the team

– Monitoring Indivior communications activity particularly relating

to reputation

2023 highlights

– Regular consideration of key suppliers as part of the ongoing

assessment of business continuity risks

– Updated Indivior’s Third Party Code of Conduct

– Ongoing dialogue with key suppliers with the aim of expanding

Indivior’s Scope 3 reporting

2023 highlights

– Ongoing cooperation and collaboration with patient advocacy

organizations and medical bodies to provide education on OUD

and treatment options

– Continuation of the Indivior volunteer policy which enables employees

to take paid time off to engage in volunteering activities

2023 highlights

– The management team believes Indivior has continued to meet all

requirements under the three agreements signed with the U.S.

authorities in July 2020, including the filing of all scheduled

and ad hoc reporting and notifications

2023 highlights

– Held media round table to help inform journalists about substance

use disorder and science behind recovery

– Earned media coverage in over 80 print publications and over 140

print publications

For more information see page [XX] For more information see page [XX] For more information see page [XX] For more information see page [XX]

Suppliers and

distributors

Indivior has a small supply chain which is critical to

effectively conduct its day-to-day business

Communities

Indivior recognises its responsibility to work with

community organizations and patient advocacy

groups to raise awareness of the global addiction

crisis and to support their activities

Regulators and professional advisors

Indivior works closely with this group of stakeholders

to ensure compliance at all times with the relevant

regulatory and legal requirements that relate

to its activities

Media

Our stakeholders require up-to-date, timely,

complete and accurate information about Indivior

and its products and science

Key stakeholder issues

– Indivior’s product quality requirements and terms of business

– Contractual terms and payment timings

– Indivior’s product pipeline and development plans

– Tender process details

– Indivior’s climate change information

Key stakeholder issues

– Indivior’s reputation as a reliable community citizen and partner

– Indivior’s role in addressing the global addiction crisis and mental

health issues

– Indivior’s support and work with patient advocacy groups, NGOs and

charities that support people that are affected by addiction and

mental illness

Key stakeholder issues

– Maintenance of the high product quality standards required

by the regulators

– Conducting all marketing and distribution activities responsibly

– Responsible pricing

– Adherence to applicable laws and regulations including those

relating to taxation and listed companies

– Adherence to the 2020 Resolution Agreements

Key stakeholder issues

– Accurate and timely news and information about Indivior’s activities

– Points of contact for further information and clarification

Key issues for Indivior

– Product quality is essential for regulatory and compliance purposes

and to ensure patient safety

– A reliable supply chain is critical to the effective and regular

distribution of treatments to HCPs and patients

– It will be necessary to work closely with suppliers to collect Indivior’s

Scope 3 emissions data

Key issues for Indivior

– Indivior believes that it is important to work in partnership with

community stakeholders to increase understanding of the global

addiction crisis and mental health issues

– Indivior builds relationship with community organizations aligned in

our mission to reduce stigma and break down barriers to care.

– Indivior supports organizations that help educate communities

on the deeply stigmatized patient populations suffering from

substance use disorder and serious mental illness, and those

in need of overdose rescue

Key issues for Indivior

– Indivior’s license to operate and maintenance of its reputation

with its stakeholders depends on its compliance with the relevant

regulatory and legal requirements

– Regular engagement with this group of stakeholders to ensure

that they have a good understanding of Indivior’s business and

compliance activities

– All members of Indivior’s workforce should understand its legal and

regulatory obligations and how and when to address any concerns

Key issues for Indivior

– Dissemination of accurate and timely news and information about

Indivior’s activities and plans

– Work with the media to develop Indivior’s reputation and stakeholder

understanding of its aims and objectives

How Indivior engages

– Regular dialogue takes place between Indivior and its key suppliers

concerning production matters and Indivior’s requirements

– Dedicated Indivior supplier management team

– Written information about matters such as tenders, terms of business,

contractual terms and payment timings

– Indivior’s Supplier Code of Conduct

How Indivior engages

– Dedicated Global Impact function

– Advocacy activities in partnership with a variety of interested

stakeholders

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

and vision

How Indivior engages

– Distribution of information about Indivior’s approach and performance

concerning compliance and governance matters

– Regular engagement with governments and regulators

– Regular dialogue with Indivior’s workforce about compliance matters

and regular training and educational information

– Indivior EthicsLine

How Indivior engages

– Distribution of news and information in a timely manner

– Experienced and dedicated corporate affairs team which was

expanded in 2023

– Corporate website including section for press releases, Company

statements, and Company news

Board involvement highlights

– Authorized purchase of Raleigh site to reduce reliance on the supply

chain to produce Indivior products

– Monitored compliance information about suppliers

Board involvement highlights

– Monitored compliance information about Indivior’s

community activities

Board involvement highlights

– CEO and Chief Financial Officer regularly participate in Company

investor presentations and dialogue with the investment community

– Investors provided feedback on the Group’s financial results,

which were presented to, and considered by, the Board

Board involvement highlights

– Involvement of Board members in corporate affairs activity organised

by the team

– Monitoring Indivior communications activity particularly relating

to reputation

2023 highlights

– Regular consideration of key suppliers as part of the ongoing

assessment of business continuity risks

– Updated Indivior’s Third Party Code of Conduct

– Ongoing dialogue with key suppliers with the aim of expanding

Indivior’s Scope 3 reporting

2023 highlights

– Ongoing cooperation and collaboration with patient advocacy

organizations and medical bodies to provide education on OUD

and treatment options

– Continuation of the Indivior volunteer policy which enables employees

to take paid time off to engage in volunteering activities

2023 highlights

– The management team believes Indivior has continued to meet all

requirements under the three agreements signed with the U.S.

authorities in July 2020, including the filing of all scheduled

and ad hoc reporting and notifications

2023 highlights

– Held media round table to help inform journalists about substance

use disorder and science behind recovery

– Earned media coverage in over 80 print publications and over 140

print publications

For more information see page [XX] For more information see page [XX] For more information see page [XX] For more information see page [XX]

Indivior Annual Report 2023Strategic Report

Stakeholder Engagement continued

Legislators, governing bodies,

and policy makers/influencers

The escalating opioid crisis calls for relationships

between Indivior, legislators, governing bodies, and

policy makers so patients have access to evidence-based

treatments along their recovery journey

Key stakeholder issues

– Combat the opioid epidemic

– Access to evidence-based treatment for patients in need

– Reduce the stigma surrounding patients suffering from addiction and

serious mental illness

– Continue ongoing preparedness efforts against the opioid

overdose emergencies

Key issues for Indivior

– Ensure patients have access to evidence-based treatment for overdose

rescue, substance use disorder, and serious mental illness

– Understand funding sources to ensure funding prioritizes treatment

for patients who need it

– Build relationships in the criminal justice system so people involved

with the criminal justice system do not experience a lapse in care

How Indivior engages

– Indivior drives advocacy attention to the policy issues created by

stigma and urges change

– Indivior campaigns and lobbies with other interested parties to

increase access to treatment

2023 highlights

– Expanded state standing orders to be molecule agnostic so more

patients have access to potentially life-saving treatment

– Indivior’s CJS team has created SUBLOCADE access in over 300

corrections facilities across the U.S.

– Entered a contract with BARDA as part of national preparedness

efforts to help save lives during opioid overdose emergencies, to

support the pediatric development and procuring doses of OPVEE

(nasal nalmefene spray)

For more information see page [XX]

2020 Resolution Agreement Update and Legacy Legal Matters

Part of that responsibility is to

continue to provide all our

stakeholders with a transparent

update in relation to the Resolution

Agreement with the U.S. Department of

Justice (“DOJ”) in 2020 and legacy legal

matters. They relate to activities that

occurred several years ago.

The 2020 U.S. 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 subsidiary of Indivior PLC

pleaded guilty to a single count of

making false statements relating to

healthcare matters in 2012 and 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.

Compliance measures,

FTC Stipulated Order, and

Corporate Integrity

Agreement

Indivior also agreed to significant

compliance and reporting obligations

under (i) the Resolution Agreement, (ii) a

stipulated order with the FTC (the “FTC

Stipulated Order”) and (iii) a Corporate

Integrity Agreement (“CIA”) between

Indivior Inc. and the Office of Inspector

General of the U.S. Department of Health

and Human Services. The Resolution

Agreement generally concerns Indivior’s

sales and marketing practices and

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

Indivior Inc.’s compliance program and

compliance with CIA requirements, and

implements 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 have and continue to comply with

our reporting obligations under each

of the agreements, and to make

investments in Indivior’s Global

Integrity & Compliance Program (IGICP)

to promote compliance, drive

continuous learning and evolution of

an effective compliance program.

Settlement of certain

legacy legal matters

During 2023, Indivior announced that

its subsidiary, Indivior Inc., had

reached three separate agreements to

resolve claims made in the In re

SUBOXONE Antitrust Litigation

multi-district litigation (“the Antitrust

MDL”) by three separate groups of

plaintiffs: (1) various states and the

District of the Columbia (together, the

“States”), (2) end payors, and (3)

direct purchasers.

In connection with those agreements,

Indivior took a charge of $228m in

the third quarter of 2023, which was

excluded from adjusted earnings.

This charge represents the additional

amount above the amount of $290m

provided in the 2022 accounts in

relation to the Antitrust MDL, and

reflects the total charge of the three

settlement agreements with the

States, end payors, and direct

purchasers. As part of the settlement

agreement with the States, Indivior

agreed to certain notice provisions

and restrictions similar to those in the

FTC Stipulated Order.

The resolution of the Antitrust MDL

litigation, which was initially filed over a

decade ago, provides greater certainty

for all Indivior stakeholders. It removes

the previously disclosed 2023 material

uncertainty related to Indivior’s going

concern basis of accounting.

Commitment to

Transparent Disclosure

Indivior is committed to conducting timely, transparent disclosure of all

material matters which are relevant to its shareholders and stakeholders.

Indivior Annual Report 2023Strategic Report

Our Sustainability Framework

Our Sustainability

Framework

Our vision is that the millions of people across the globe suffering from

substance use disorders and serious mental illness will have access to

evidence-based treatment to change their lives.

Why How

Strategy and policy

Management systems and processes

Performance measurement and monitoring

Stakeholder engagement

Reporting by

Prioritize

our people

Conduct

business with

integrity

Address our

environmental

responsibilities

Provide

our products

What

Transform

patient lives

See page [35] See page [35] See page [38] See page [39] See page [41]

Indivior’s purpose is to create positive

societal change by developing,

producing and promoting treatments

that assist individuals with substance

use disorders (“SUDs”) and severe

mental illness.

Indivior conducts these activities

while striving to create value for

its stakeholders, such as patients,

the workforce, current and potential

investors, and suppliers. Indivior’s

management team recognizes that

these activities must be conducted

sustainably and responsibly

at all times.

Recent highlights

– Indivior became a participant in the

UN Global Compact in 2022.

– Achievement of the Great Place to

Work Certification in 2022 and 2023

in seven countries including U.S.,

Canada and U.K.

– The introduction of internal

quarterly Scope 1 and 2 greenhouse

gas emissions reporting to the

Sustainability Committee in 2023.

– Initiation of a plan to convert

Indivior’s leased fleet to hybrid

powered vehicles in 2023. This will

be progressed significantly in 2024.

– Publication of Indivior’s first

Sustainability Report in 2022 and a

second in 2023 in line with the

Global Reporting Initiative (“GRI”)

reporting framework.

– Maintenance of Indivior’s excellent

environmental, health and safety

and product safety record with

no material incidents reported

in 2023.

– Performance of a quantitative

climate change risk assessment

supported by third-party advisors

in 2023, following the performance

of a qualitative assessment in 2022.

– Establishment of the Compliance,

Ethics & Sustainability Board

Committee in 2023 and the

Sustainability Committee in 2022

comprising all members of Indivior’s

Executive Committee.

Managing Indivior’s Business Responsibly

Managing Indivior’s

Business Responsibly

Indivior Annual Report 2023Strategic 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 serious

mental illness have access to evidence-

based treatment to change lives.

SDG 16: Peace, Justice and

Strong Institutions

Relevant SDG targets

16.5 Substantially reduce corruption

and bribery in all their 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 the Global Integrity &

Compliance Program (“IGICP”), 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 all 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 diverse and inclusive

workforce is aligned with targets 5.1

and 5.5. As well as being the right thing

to do, Indivior believes that a diverse

and inclusive workforce enables

innovation, continuous improvement

in the quality of its decision-making,

and increased speed and efficiency in

meeting the various needs of our

employees, patients, and stakeholders.

Indivior’s Diversity and Inclusion

Policy, which applies to the Board and

its employees, reflects Indivior’s

beliefs and values. Supporting and

promoting the diversity of the

workforce is important, and the

management team continues to

nurture an inclusive culture that

values all employees regardless of

their age, disability, gender identity,

pregnancy or maternity status,

marriage or civil partnership status,

gender, race, sexual orientation, ethnic

or national origin, religion, or other

protected characteristics.

Managing Indivior’s Business Responsibly continued

Alignment with the UN Sustainability

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

deepened this exercise in 2023 by disclosing more data

points within the latest Sustainability Report.

1. Transform patient lives

At Indivior, everyone recognizes

substance abuse as a serious issue

and is dedicated to helping all people

who struggle with it. Since Indivior’s

founding, it has been at the forefront

of addiction medicine development

including buprenorphine-based

medications that help treat OUD.

A force for positive change

in society

Indivior’s advocacy work, stakeholder

engagement, and community

relationships are a critical element of

how it helps to make a measurable

difference. Indivior’s public policy

priorities focus on expanding

treatment access, reducing barriers,

and promoting equitable access

to MOUD.

Recently, these activities have

focused on:

– Advocating for the reduction of

treatment barriers. A recent example

was Indivior’s role in working with

stakeholders to advocate for the

Mainstreaming Addiction Treatment

Act which was signed into law in the

U.S. in December 2022. This removed

caps on the numbers of patients

healthcare professionals may treat

with buprenorphine. Indivior

continues to conduct this type of

advocacy at both state and federal

level in the U.S.

– Supporting expanded treatment,

research, and education through

increases in federal funding enacted

for state opioid response and

justice programs.

– Supporting expanded treatment

funding and initiatives in criminal

justice system (“CJS”) settings. In

2023 initiatives were enacted in

California, Colorado, Massachusetts,

Missouri, and several other states.

– Supporting the implementation of

the New York State CJS treatment

initiative, including advocating for

jails and prisons to expand

treatment and support the use of

opioid settlement resources.

– Sponsoring the National Alliance for

Recovery Residences convention,

aligning with the lead national

organization for recovery housing.

Indivior continues to support patient

advocacy groups and engage with

stakeholders across the addiction

treatment and recovery landscape,

including national organizations and

community groups. Recently, these

activities focused on:

– Providing financial support to the

American Association of Nurse

Practitioners to develop “The

Essential Pocket Guide to Opioid Use

Disorder.” The guide was tailored to

the specific needs of nurse

practitioners to help identify and

treat OUD patients in their settings.

– Providing financial support to the

Addiction Policy Forum to expand

their anti-stigma education and

support for Stop Stigma Now!

initiatives, which aim to inform the

public about MOUD.

– Providing financial support

to Community Anti-Drug

Coalitions of America (“CADCA”)

to support their MOUD Community

Awareness Project.

– Joining, for the first time, the Young

People in Recovery Founders Circle

and providing financial support to

individual chapters of the National

Alliance on Mental Illness (“NAMI”).

Further information is included in the

Stakeholder Engagement section on

[pages xx to xx] of this report.

2. Prioritize our people

At Indivior, we prioritize a culture of

inclusivity, respect, and collaboration,

where every employee feels valued

and supported. Indivior’s approach is

set by the Guiding Principles that form

the foundation of the Group’s

activities. We rely on our Guiding

Principles to inform our decision-

making and ESG activities, and our

commitment to fostering a dynamic

and collaborative environment is

reflected in our endeavors.

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’s Code of Conduct, "Doing the

Right Things Right," records the

expected standards of behavior for the

workforce and explains how these

standards align with Indivior’s culture

and Guiding Principles. It is available

for download from Indivior’s main

corporate website.

Indivior Annual Report 2023Strategic Report

2023 People highlights

Highlights of Indivior’s workforce

initiatives and recognitions are

recorded below. Further details will

appear in the forthcoming

Sustainability Report.

– Indivior’s annual Corporate Culture

Survey achieved its highest ever

participation rate (92%) and

achieved the highest ever scores.

– For the second year Indivior

received a Great Place to Work

certification in all seven countries

where Indivior was eligible with an

overall rating of 89%.

– Quarterly round tables were

conducted across the organization

which focused on inclusion and

building a sense of belonging.

– Quarterly global Town Halls were

conducted featuring members of the

Board and the senior management

team. Strong post-meeting survey

results indicated an effective

approach to internal communications.

– A quarterly speaker series was held

featuring world-renowned clinical

and science specialists. This enabled

improved patient insights and better

outcomes through improved

understanding and knowledge.

– A wide range of other events were

held to celebrate occasions such

as Indivior’s additional U.S. listing,

the integration of the acquired

Opiant business, the manufacturing

site at Raleigh and national

diversity anniversaries.

Training and development

At Indivior, we provide our workforce

with developmental training in

accordance with their specific role and

career path and pay considerable

attention to Integrity and Compliance

training for all employees.

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 and leadership

potential assessments.

– Culture and inclusion training.

– Internal/external on-demand

learning programs.

Commercial workforce training

An important area is the training and

development we provide for our

commercial workforce 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, accurate and not

misleading and helps them to take

appropriate action with patients and

their caregivers.

A key and ongoing component of our

commercial workforce training and

development is to identify individual

and team-level skills gaps and training

needs. Our commercial organization

conducts a wide variety of regular

communication and feedback

mechanisms with all team members to

ensure knowledge sharing and to

ensure that everyone is in receipt of

up-to-date information and knowledge

concerning Indivior’s products. These

range in size and frequency and can

include weekly team phone calls, team

meetings, and training workshops over

one or several days. Mentor programs

and in-the-field training are also key

elements of this activity.

Managing Indivior’s Business Responsibly continued

On average, training and development

per commercial employee yearly

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

and Compliance training for all

our employees.

Commercial workforce incentives

Within the Addiction Sciences business

unit, incentive compensation is

designed to ensure that financial

incentives do not inappropriately

incentivize employees to engage in or

tolerate marketing, promoting,or

selling of company products:

1. For unapproved uses.

2. At dosages above maximum

recommended doses in the

package insert.

3. [To prescribers of buprenorphine

products who are not DATA

2000-waivered or prescribers

who practice within an

excluded specialty.]

4. To prescribers on a government

sanctions list or who have been

delisted pursuant to Indivior’s

Prescriber Concern Reporting Policy

5. For the Behavioral Health business

unit, incentive compensation is

designed so that financial incentives

do not inappropriately incentivize

Employees to engage in or tolerate

marketing, promoting, or selling of

Company products:

6. For unapproved uses.

7. To prescribers who practice within

an excluded specialty.

8. To prescribers on a government

sanctions list or who have been

delisted pursuant to Indivior’s

Prescriber Concern Reporting Policy.

Workforce data by function

Function December 31, 2023 December 31, 2022

Commercial 564 503

Finance 79 70

Global Impact & Corporate Affairs 11 7

Human Resources 25 20

Information Technology 36 35

Integrity & Compliance 21 19

Legal & Governance 19 18

Medical 93 80

Research & Development 132 97

Strategy 6 0

Supply 178 104

Total 1,164 953

Workforce data by region

December 31 2023 December 31 2022

United States 849 657

Europe, Middle East, Africa, Canada 283 264

Australasia, Asia 32 32

Gender diversity data

As at December 31, 2023 Total Women % Men %

Not

declared %

Directors of Indivior PLC 11 3 27 8 73 – –

Senior managers

38 13 34 25 66 – –

All employees 1,164 589 51 574 49 1 –

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

The management team has put in

place a health and safety management

system that adheres to industry best

practices. Indivior continuously

reviews and invests in the system as

appropriate to improve efficiency and

reduce incident risk. Key additions to

the manufacturing system since

Indivior’s independence in 2014 have

resulted in a significant reduction in

manual participation in what is now

an almost completely sealed

production process.

These improvements have mitigated

the risk of spills and accidents and

fugitive solvent emissions to the

environment, as well as safeguarding

our workforce against exposure to

hazardous substances.

Performance is regularly reviewed

by Indivior's Chief Manufacturing and

Supply Officer. Health and safety data

is reported to Indivior’s Executive

Committee quarterly. Major incidents,

should they occur, are reported to the

Employee well-being and safety

The well-being, health, and safety

of its employees are important to

Indivior. This approach was illustrated

during the recent global pandemic

when a wide range of support

was provided to all employees.

Key changes were subsequently

introduced to Indivior’s working

procedures to evolve working practices

and benefit employee well-being.

One key development was the

introduction of a flexible working

policy at most of Indivior’s locations.

In 2022, Indivior approved a global

health and safety policy.

Indivior’s main area of health and

safety risk is at the Fine Chemical

Plant (“FCP”) in Hull, U.K. where

buprenorphine is manufactured.

This applies a seven-stage chemical

process that utilizes hazardous

chemicals and solvents to achieve

the finished product.

Board immediately. An excellent

relationship is also maintained with

the relevant U.K. regulatory authorities.

The FCP holds ISO 45001:2018

certification, and a clean safety record.

Indivior maintained its zero-fatality

rate and a negligible annual incident

or accident frequency ratio in 2023.

Indivior also has two research and

development centers in Hull, U.K.,

and a second in 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 announced the purchase

of a second manufacturing facility

in Raleigh, North Carolina in November

2023. The adoption of Indivior’s current

health and safety procedures at this

site is currently being evaluated.

Indivior Annual Report 2023Strategic Report

Managing Indivior’s Business Responsibly continued

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) as critical inputs to the

development of enterprise-wide

functional business strategy and

related execution.

The Program is based on U.S. and

global regulatory and industry code

standards which are listed in Indivior’s

latest Sustainability Report.

Our integrity and compliance

commitments

Indivior’s goal continues to be to

become an industry leader in

compliance, ethics, and integrity. Its

commitment to excellence in meeting

these obligations is a testament to the

strong culture and engagement

at all levels to embed an effective

and sustainable Global Integrity &

Compliance Program.

Indivior’s management team takes

building a culture of compliance and

integrity seriously. Indivior believes

that it has a special responsibility to

the patients it serves to conduct its

activities with a high level of integrity.

Monitoring the performance of

the IGICP

Mark Crossley, Indivior’s Chief

Executive Officer, is responsible for the

day-to-day operation of the Program,

and 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 U.S. I&C Program 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

Program supported by a team of 24

people. 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.

Indivior’s 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 Global

I&C Program.

Indivior also schedules quarterly

meetings with the assigned U.S. Office

of Inspector General (“OIG”). These

meetings cover the status and

Indivior’s approach to the Corporate

Integrity Agreement administration.

They are also used to present on

aspects of the Program or business

activities when requested by the OIG.

Independent analysis

The U.S. I&C Program is further

evaluated for effectiveness by the

independent Compliance Expert to the

Board of Directors as required by the

Corporate Integrity Agreement (“CIA”)

for years 1 and 3. Indivior has engaged

the independent Compliance Expert in

year 2 as well and plans to engage for

the balance of the agreement term.

In addition, Indivior has engaged an

Independent Review Organization

(also required by the CIA) which

performs transactions testing each

year, and systems testing in select

years, as specified in the CIA.

These reports are provided to the

assigned monitors from the OIG, who

oversee Indivior’s implementation of

the CIA.

Annual perception survey and

EthicsLine

Indivior engages Ethisphere, an

independent third party that defines

and measures corporate ethical

standards to conduct an annual

internal Ethics and Compliance

Program Perceptions Survey that is

distributed to all of Indivior’s global

workforce. Other resources include a

reporting EthicsLine maintained by

Navex Global, an established third-

party provider. Further details about

the survey and the EthicsLine can be

found in Indivior’s latest Sustainability

Report.

Cybersecurity and data privacy

Indivior has implemented Cyber

Security 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 ten 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 Once a year CICO

The Main IGICP Operating Framework and Underlying Principles

Indivior Global Integrity & Compliance

Program Framework

Program Evaluation & Measurement to guide continuous evolution includes:

* Report included in Annual Corporate Integrity Agreement (CIA) Report to U.S. Department of Health and Human Services Office of

Inspector General (OIG)

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 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

Prevent Learn

Adjust

CICO/Gov

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

EY Independent

Review

Organisation

Transaction/

Systems

Testing

Internal

I&C audits,

monitoring

investigations

Ethisphere

Ethics &

Compliance

Program

Perceptions

Annual Survey

Benchmarks

Global

Indivior Annual Report 2023Strategic Report

IGICP - Overview

Who What How

CEO

Reports to

Global: Strategic

governance/

Oversight:

CICO Chairs

Board of Directors:

Nominations &

Governance

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).

EY Independent

Review Organisation

(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

Indivior Global

Integrity &

Compliance

Program

Framework

Indivior Global

Integrity &

Compliance

Program Maturity

Journey Strategy

Programs

Evaluation &

Measurement to

Guide Continuous

Evolution

Managing Indivior’s Business Responsibly continued

4. Address our environmental

responsibilities

In 2023 Indivior continued to

implement a global environmental

management policy that commenced

in 2022. It addresses topics such as

water stewardship, biodiversity,

responsible energy use, efficient use

of raw materials and responsible

waste management. Indivior

announced the purchase of a

manufacturing site in Raleigh, North

Carolina in November 2023. Indivior is

evaluating the extension of its

environmental management and

reporting approach to encompass this

new facility.

Indivior’s primary environmental

impacts which are created by its

operations include:

– The production of emissions.

• Direct emissions produced from

the salesforce automotive fleet.

• Natural gas used in process and

facility heating.

• Indirect emissions produced

through energy consumption at

Indivior’s offices, the Fine

Chemical Plant (FCP) and research

and development sites.

– The manufacturing of

buprenorphine, which involves a

seven-stage process utilizing

hazardous chemicals and solvents

at the FCP.

– The production of finished products

conducted by third-party

manufacturers in the U.K. and U.S.

and at the recently purchased

manufacturing facility in Raleigh,

North Carolina.

2023 highlights and plans

for 2024

The rollout of Indivior’s ongoing

environmental management plan

featured the following highlights

in 2023:

– Installation of solar panels on the

roof of the Lewis Building at the FCP

site in Hull, U.K.

– Replacement of a gas boiler with an

energy efficient heat pump at the

Lewis Building at the FCP site.

– Completion of an assessment of the

U.S. car fleet and the

commencement of a program to

convert the fleet to hybrid powered

vehicles. Approximately 8% of the

fleet had been converted by the end

of 2023.

– Instigation of Group-wide internal

quarterly reporting of Scope 1 and

Scope 2 emissions.

Indivior’s 2024 environmental

management and reporting plans

include the following highlights

– Improved capture of Scope 3 data

for inclusion in the Sustainability

Report including emissions

generated by employee travel, waste

management and employee

commuting.

– Further solar panel installation at

the FCP.

– Continuation of the hybrid powered

vehicle project.

– The introduction of improved

sustainable packaging for

SUBOXONE Film.

Environmental management at

the Hull Fine Chemical Plant

The FCP has a tailored environmental

management program which

encompasses air, water, waste,

use of natural resources, and

ecological management. The program

is ISO 14001:2015 certified and

complies with U.K. Environment Agency

requirements. It has an excellent

safety record and has not experienced

any significant environmental

incidents since Indivior was listed in

London in 2014.

Water use, management

and reporting

Indivior’s manufacturing processes

are not water intensive. Water is

used in the manufacturing process

at Raleigh and generally for

purposes such as cleaning and

hygiene maintenance.

Indivior has participated in CDP’s annual

water security reporting exercise for the

last three years. Indivior does not

withdraw or discharge water into

freshwater sources. Two sites, Indivior's

R&D center at Fort Collins, Colorado and

the new site at Raleigh, North Carolina,

are located in an extremely high-water

stress area applying the WRI Aqueduct

Risk Atlas analysis.

At the FCP and Fort Collins, water

withdrawal data which is extracted from

the mains supply 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.

Biodiversity

Indivior has a small manufacturing

supply chain that is based in North

America. It also owns two manufacturing

sites at Hull, U.K., and Raleigh, North

Carolina.

Raw materials for the FCP are grown in

Tasmania. All operate in highly regulated

environments. None of the sites are in

areas of high biodiversity importance.

Indivior’s Supplier Code of Conduct

requires suppliers to address

environmental matters responsibly and

the scrutiny of new suppliers includes

an examination of their approach to

environmental matters including

biodiversity.

Greenhouse gas (“GHG”) emissions

and intensity data

Indivior calculates its GHG emissions

using the GHG protocol developed by

the World Resource Institute, applying

emissions factors from sources

including the U.S. Environmental

Protection Agency (“USEPA”), 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.

In 2023 Indivior conducted a quantitative

climate risk analysis following the

conduct of a similar qualitative analysis

in 2022. Further information about these

activities and Indivior’s approach to

climate change can be found in the

TCFD statement on [pages xx to xx].

Indivior Annual Report 2023Strategic Report

Greenhouse gas emissions and energy use data

On March 2, 2023 Indivior completed the purchase of Opiant Pharmaceuticals Inc (“Opiant”). On November 1, 2023 Indivior

completed the purchase of aseptic manufacturing facility in Raleigh, North Carolina (“Raleigh”) to secure long-term

production and supply of SUBLOCADE and PERSERIS.

Indivior’s greenhouse gas emission data and energy consumption for 2023 is recorded below. To facilitate comparisons with

2022 the analysis includes data for Opiant and Raleigh from the date of acquisition. Indivior is considering the setting of the

base year going forward and further information will appear in the forthcoming Sustainability Report.

Indivior’s product line is evolving outside the buprenorphine space and Indivior’s management believes that the previously

disclosed production metric is now not particularly meaningful. It has therefore been replaced with a more meaningful

emissions per unit of revenue intensity metric that captures the breadth of Indivior’s product line. The per tonne of production

location-based CO

emissions metric for 2023 was 3,154 (2022: 1,865) and the market-based equivalent was 3,217 (2022: 1,969).

Emissions type / Intensity ratio

Indivior sites at the

beginning of 2023

tonnes CO

Raleigh

tonnes

2023 CO

Opiant

tonnes

2023 CO

Total 2023

tonnes

Total 2022

tonnes

Scope 1 4,012 555 6 4,573 3,433

Scope 2 location-based 1,606 569 21 2,196 1,531

Scope 2 market-based 1,775 569 22 2,366 1,874

Scope 3 1,312 342 11 1,665 1,194

Total emissions location-based 6,930 1,466 38 8,434 6,158

Total emissions market-based 7,099 1,466 39 8,604 6,501

Intensity ratios

GHG emissions tonnes per employee location-based

(location based emissions / number of employees)

[5.96] [1.26] [0.03] 7.25 6.46

GHG emissions tonnes per employee market-based

(market-based emissions / number of employees)

[6.10] [1.26] [0.03] 7.39 6.82

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

[6.35] [1.34] [0.03] 7.72 6.83

GHG emissions per unit of revenue ($m) market-based

[6.50] [1.34] [0.03] 7.87 7.22

Greenhouse gas emissions by territory

Scope 1 U.K. 405 - - 405 421

Scope 1 non-U.K. 3,607 555 6 4,168 3,012

Total Scope 1 4,012 555 6 4,573 3,433

Scope 2 location-based U.K. 539 - 3 542 418

Scope 2 location-based non-U.K. 1,067 569 18 1,654 1,113

Total Scope 2 location-based 1,606 569 21 2,196 1,531

Scope 2 market-based U.K. 697 - 4 701 758

Scope 2 market-based non-U.K. 1,078 569 18 1,665 1,116

Total Scope 2 market-based 1,775 569 22 2,366 1,874

Scope 3 U.K. 212 - 1 213 201

Scope 3 non-U.K. 1,100 342 10 1,452 993

Total Scope 3 1,312 342 11 1,665 1,194

Total emissions location-based U.K. 1,156 - 4 1,160 1,040

Total emissions location-based non-U.K. 5,774 1,466 34 7,274 5,118

Total emissions location-based 6,930 1,466 38 8,434 6,158

Total emissions market-based U.K. 1,314 - 5 1,319 1,380

Total emissions market-based non-U.K. 5,785 1,466 34 7,285 5,121

Total emissions market-based 7,099 1,466 39 8,604 6,501

Energy consumption in MWh (location and market-based)

Scope 1 U.K. 1,622 - - 1,622 1,652

Scope 1 non-U.K. 14,864 3,088 33 17,986 11,421

Total Scope 1 16,486 3,088 33 19,608 13,073

Scope 2 U.K. 2,648 - 13 2,661 2,159

Scope 2 non-U.K. 2,714 1,950 73 4,737 2,568

Total Scope 2 5,362 1,950 86 7,398 4,727

Managing Indivior’s Business Responsibly continued

5. Provide our products

Indivior’s products

Indivior's key products, which are

presently available in 37 nations,

consist of SUBLOCADE® / SUBUTEX

Prolonged Release (buprenorphine

extended release) injection;

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, while PERSERIS®

(risperidone) for extended-release

injectable suspension is for treating

schizophrenia in adults in the U.S.

The availability of products may vary

from country to country including in

terms of dosage form, strength,

and indication.

In May 2023 Indivior announced that

the U.S. Food and Drug Administration

(“FDA”) had approved 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 crisis.

The product launch of OPVEE took

place in October 2023.

Information about Indivior’s product

pipeline is recorded on pages [xx to xx]

of this report.

Product safety

Indivior follows strict regulatory

guidelines and quality standards

to ensure the safety and efficacy of

our products. 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.

Indivior has dedicated quality control

and quality assurance teams that

monitor every aspect of the

manufacturing process to ensure

compliance with regulations and

Company standards. Indivior also has

systems in place to track and trace

products from production to

distribution to minimize the risk of

counterfeit or substandard products

entering the market.

[Indivior had no product recalls

in 2023.]

Indivior has implemented

management systems that include

the FDA-required Risk Evaluation

and Mitigation Strategies (“REMS”)

program for SUBLOCADE to mitigate

the potential risk of serious harm or

death resulting from intravenous

self-administration.

Indivior collaborates with other

transmucosal buprenorphine

manufacturers in the U.S. in a Shared

System REMS program known as the

Buprenorphine-containing

Transmucosal products for Opioid

Dependence (“BTOD”) program.

The aim of this shared REMS

program is to mitigate the risk of

accidental overdose, misuse and

abuse of buprenorphine sublingual

film, and to inform healthcare

professionals and patients of the

risks associated with transmucosal

buprenorphine products.

Indivior’s Quality Management

Program and REMS programs are

among a range of topics that are

presented at the Indivior Compliance

Committee to help support ongoing

oversight and awareness of program

status and risk-mitigation controls.

Product access

Indivior has various programs

in place to improve the accessibility

of healthcare products and drugs

including providing patient assistance

to access and reimbursement support.

INSUPPORT® is Indivior’s patient

support program for patients

prescribed with Indivior’s products.

INSUPPORT provides information to

patients about the coverage of

Indivior’s products as well as financial

assistance. Indivior’s financial

assistance consists of co-pay

assistance for commercially insured

patients as well as the INSUPPORT

Community Re-entry Program.

The INSUPPORT Community Re-entry

Program is designed for patients

released from the U.S. criminal justice

system who are experiencing a gap in

insurance coverage. Eligible patients

may receive up to two months of

SUBLOCADE at no cost. This is

subsidized by Indivior.

The OPVEE Experience Program

provides a limited number of OPVEE

units to public interest entities

through their state, free of charge.

The program allows these entities to

develop real-world experience with

OPVEE as they consider integrating it

into their rescue agent distribution

within their respective communities.

Indivior’s products are not available in

many countries around the world

because they have not been licensed

by the relevant authorities.

Indivior Annual Report 2023Strategic Report

Clinical trial diversity

Indivior believes that people may

experience the same disease

differently and it is therefore essential

that clinical trials include people with

a variety of life experiences. This

includes negatives ones, such as

psychosocial stress and lack of basic

resources and positive experiences

such as educational and employment

opportunities and health-promoting

behaviors (e.g., adequate sleep,

obtaining recommended preventive

services, physical activity, healthy

eating). Other factors include

environmental conditions (e.g.,

pollution, access to health care or

healthy foods, neighborhood

segregation), genetic variation and

geographic ancestry, and underlying

medical problems or presence of

comorbidities (i.e., additional diseases

or conditions).

Managing Indivior’s Business Responsibly continued

There are also characteristics like race

and ethnicity, age, sex and gender and

sexual orientation. Consideration of

these factors ensures that all

communities can benefit from our

scientific advances.

Indivior has carefully reviewed the U.S.

FDA Drug Trial Snapshot which

provides a five-year summary of

clinical trial participation by race,

ethnicity, sex, and age, plus important

insights into the diversity of

interventional trials for approved

novel drugs in the U.S. In November

2020, the U.S. FDA published guidance

to further enhance diversity in clinical

trials and to promote recruitment

practices that support this goal.

Indivior is closely using definitions

that have been used as options for

participants to self-report race and

ethnicity, applying the

recommendations that have been

outlined by the U.S. FDA, OMB Directive

and NIH guidance.

Looking ahead, Indivior is committed

to include a selection of investigative

sites and recruitment approaches that

are informed by community, medical,

and patient advocacy partners. This

will require partnering with

investigative sites toward a shared

goal of enhancing diverse participation

in clinical trials by growing and

fostering community engagement.

Indivior also aims to improve diversity

across our clinical trials by introducing

flexibility in trial design and conduct,

provided that this flexibility is

consistent with good clinical practice

and the guidance published by

institutional review boards and

independent ethics committees.

Purpose of this statement

This is the third annual statement

which outlines Indivior’s alignment

with the TCFD reporting

recommendations, together with

explanations of how Indivior intends

to extend its alignment in the future.

The statement addresses the

compliance requirements of Listing

Rule 9.8.6.(8) R which applies to

London listed issuers. Indivior’s 2023

greenhouse gas emissions data for

2023 is recorded within this report on

pages [xxx] to [xxx]. Information which

addresses the reporting requirements

outlined in s414, 414CA and 414CB of

the U.K. Companies Act 2006 is

recorded on [page xx to xx].

During the preparation of this

statement Indivior has reviewed and

considered TCFD’s All Sector Guidance

(2021 TFCD Annex). Indivior does not

operate in a sector identified by the

Guidance as requiring sector specific

disclosures. The emphasis of the

additional guidance is to provide more

granular and explicit disclosures. This

is aligned with Indivior’s aim of

progressing its transparency

concerning climate change over time.

Indivior has retained data records that

support the information recorded

within this statement and elsewhere

within this report relating to climate

change and environmental matters.

Indivior’s approach to

climate change

Indivior is working to better understand its

environmental footprint to ensure the

sustainable discovery, development and

delivery of innovative medicines for

patients. The approach is guided by the

activities of the Intergovernmental Panel

on Climate Change (“IPCC”), the UN

Framework Convention on Climate Change

(“UNFCCC”). It is also informed by a

number of regulatory and stakeholder

initiatives that aim to address climate

change, reduce and eliminate global

greenhouse gas (“GHG”) emissions and

increase transparency.

Indivior’s principal measured GHG

emissions sources are created by the

following activities:

– Manufacturing activities at the

Raleigh, North Carolina site acquired

in November 2023 and expected to

become a primary source of

Indivior’s GHG emissions when it

begins production of SUBLOCADE,

which is anticipated in 2026;

– Indirect emissions created by energy

consumption at Indivior’s offices,

the U.K. Fine Chemical Plant (“FCP”)

and at Indivior’s research and

development sites.

– Direct emissions produced by the

salesforce automotive fleet.

– Buprenorphine manufacturing,

which involves a seven-stage

process utilizing hazardous

chemicals and solvents at the FCP.

Indivior’s activities also create the

following Scope 3 emissions which are

not currently reported or monitored.

These include:

– Purchased goods and services.

– The storage and production of

finished products conducted by

third-party businesses in the U.K.

and U.S.

– Employee air travel.

Alignment with the TCFD

recommendations

Indivior’s approach to climate change

is progressing with actions planned

and taken in 2023 and beyond. Indivior

intends to enhance its reporting as its

strategy matures and develops.

Indivior published its first TCFD

statement within its 2021 Annual

Report. This highlighted that Indivior

will be monitoring and further

developing its climate change strategy.

In 2022 Indivior completed its first

qualitative scenario analysis which

considered the current and emerging

risks and opportunities facing the

business as a result of climate change.

In 2023 this analysis was extended by

the conduct of a quantitative analysis.

Indivior will apply the results of these

assessments to continue the

development of its approach to climate

change, including the setting of climate

change targets in the short- to

medium-term and further aligning with

the TCFD recommendations.

Indivior has considered its “consistent

or not consistent” obligation under the

U.K.’s Financial Conduct Authority

Listing Rules and has detailed its

position at the end of 2023 in the

following table in relation to the 11

TCFD recommendations.

Task Force on Climate-

related Financial

Disclosures (“TCFD”)

Indivior Annual Report 2023Strategic Report

Governance

Indivior’s governance systems include

regular review of the Board and

Committee composition to ensure that

they have the necessary combination

of skills, experience and knowledge.

More information on this topic is

included in the Corporate Governance

Report on page [xx].

Following a detailed review, changes

to the structure of Indivior’s Board

Committees were implemented on

October 1, 2023. The changes were

designed to fully align and support

Indivior’s key strategic priorities. The

changes included re-naming Indivior’s

Nomination & Governance Committee

which is now known as the

Compliance, Ethics & Sustainability

Committee. It meets at least quarterly

and has Board-level oversight of the

Group’s Global Integrity & Compliance

Program and approach to ethical,

responsible, and sustainable conduct

(including climate change).

Its publicly available Terms of

Reference, which are available at

Indivior’s website, state that this

Committee will receive an update on a

least a half-yearly basis on the

Company’s approach to ethical,

responsible and sustainable conduct,

to include:

– Reports detailing Indivior’s

performance against environmental

goals and targets (including

GHG emissions).

– Development of Indivior’s climate

change strategy and related policies

and management systems.

– Reports detailing the disclosure of

climate-related information in

compliance with emissions reporting

requirements and other related

compliance regulations.

Day-to-day management of Indivior’s

approach to climate change is

management by the Manufacturing &

Supply Team headed by the Chief

Manufacturing & Supply Officer who is

a member of the Executive Committee.

The Team monitors the relevant

regulatory developments in the U.S.,

U.K. and E.U. to ensure Indivior is

prepared in good time for any

relevant changes.

It also supplies recommendations

concerning the development of

Indivior’s climate change approach to

the Sustainability Team which is made

up of management team members

drawn from around the business.

The Team usually meets on a

monthly basis.

Recommended steps and plans are

then presented and agreed by the

Sustainability Committee which is

comprises of all Indivior’s Executive

Committee members. Quarterly

emissions reporting, introduced in

2023, is also delivered to the

Sustainability Team and the

Sustainability Committee.

Sections marked “not consistent”

Indivior currently reports limited Scope 3 emissions and is continuing to look at ways of expanding the scope of its

calculations through ongoing dialogue with its suppliers. Indivior has not set emission targets, however, it recognises the

importance of target setting and continues to evaluate their adoption as part of its approach to climate change.

11 TCFD recommendations – Indivior’s position at the end of 2023

Page Progress

Governance

Describe the Board’s oversight of climate-related risks and opportunities

[xx] Consistent

Describe management’s role in assessing and managing climate-related risks and

opportunities

[xx] Consistent

Strategy

Describe the climate change risks and opportunities the organization has identified over

the short, medium and long-term

[xx] Consistent

Describe the impact of climate-related risks and opportunities on the organization’s

business, strategy and financial planning

[xx] Consistent

Describe the resilience of the organization’s strategy, taking into consideration different

climate-related scenarios, including a 2°C or lower scenario

[xx] Consistent

Risk management

Describe the organization’s processes for identifying and assessing climate-related risks

[xx] Consistent

Describe how processes for identifying, assessing and managing climate-related risks are

integrated into the organization’s overall risk management

[xx] 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

[xx] Consistent

Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions and the related risks

[xx] Not consistent

Describe the targets used by the organization to manage climate-related risks and

opportunities and performance against targets

[xx] Not consistent

Managing Indivior’s Business Responsibly continued

Strategy

Indivior’s Sustainability Committee led

a qualitative climate change scenarios

analysis supported by professional

advisors in 2022.

In 2023, building on the qualitative

assessment, Indivior conducted a

quantitative scenario analysis which

was also supported by professional

advisors. The aim was to quantify

current and potential climate risks

and opportunities to guide and

inform Indivior’s approach to climate

change and stress test its value chain.

The analysis was not designed to be a

forecast of future impacts, but rather a

representation of plausible scenarios,

Additionally, the assessment did

not account for every possible

risk or opportunity that might result

from climate change or any

secondary effects.

It addresses the matters described as

Indivior and its experts considered

them to be the most relevant to

Indivior’s activities and material.

Quantitative climate-related

scenario analysis methodology

A) Climate change scenarios

The three climate change scenarios

applied in this analysis were broadly

the same as those applied in the

qualitative analysis. They are recorded

below after receiving best practice

recommendations from the experts.

They are built upon the International

Energy Agency and RCP (trajectory of

emissions and land-use leading to a

specific forcing level) and SSP (shared

socio-economic pathway) scenarios.

Scenario A – Steady path to

sustainability (1.5°C temperature rise

in comparison to pre-industrial levels

by 2100 SSP1/RCP2.6 combination.

Under this scenario, the world takes

the measures required to meet the

ambition of the 2015 Paris Agreement.

Scenario B – An unequal world (2.5°C

temperature rise in comparison to

pre-industrial levels by 2100 SSP2/RCP

4.5 combination).

Under this scenario, the impacts of a

2.5°C rise become more intense and

significant. Larger numbers of people

are expected to be affected by water

shortages, food scarcity and

displacement by sea-level rise and

severe weather. Extreme heatwaves

are expected to become about twice

as common as they are currently.

Scenario C – Fossil-fueled growth

(4°C rise in comparison to pre-

industrial levels by 2100 SSP5/

RCP 8.5 combination)

This scenario explores a plausible

worse-case situation in which the

world continues to use fossil fuels as

the engine of economic growth,

resulting in high levels of global

warming. Increasingly severe and

frequent extreme weather is expected

to cause extensive disruption, as well

as very significant changes to seasonal

weather patterns.

B) Risk and opportunity

selection process

The 16 climate-related risks and

opportunities identified in the earlier

qualitative scenario analysis were used

as the starting point for the quantitative

analysis. The Indivior team and the

experts assessed each of these risks

and opportunities for quantification

selection. This process applied factors

such as data availability, geographic

location of Indivior and supplier sites

and the perceived significance of each

risk or opportunity to Indivior. The

assessment included consideration of

short, medium and long-term

considerations such as Indivior’s

strategic plans.

Indivior’s new manufacturing site at

Raleigh, North Carolina was not

included in this analysis as it was

conducted prior to its purchase on

November 1, 2023. The environmental

and climate change risks and

opportunities associated with this site

will be assessed in 2024.

Some risks and opportunities were

omitted due to a lack of available and

meaningful data (such as increased

costs following the use of technology to

create lower emission treatments).

These remain climate-related risks for

Indivior to monitor going forward.

Three risks and one opportunity were

selected for quantification.

C) Time horizons

The rationale and selection of the time

horizons applied in the analysis are

recorded below.

These are very similar to those applied

in the qualitative analysis.

– Short term: present to 2027

(consistent with the period applied

for the Viability Statement in this

Annual Report and Accounts).

– Medium term: 2028 to 2035 (a

mid-point between the Viability

Statement time-frame and the U.K.

Government’s net zero target).

– Long term: 2036 to 2050 (consistent

with the U.K. Government’s net

zero target).

Indivior’s Chief Executive Officer is

ultimately responsible for the

executive management of the Group’s

business, including its approach to

climate change, strategy

implementation and delivering

performance against plans.

Indivior introduced an ESG

remuneration metric in 2023 which is

aligned with the Environmental, Social

& Governance (“ESG”) strategy which

includes climate change related

measures. Further information can be

found in the Directors’ Remuneration

Report on page [xxx].

Actions for 2024

Indivior’s Compliance, Ethics

& Sustainability Committee,

supported by the Sustainability

Committee and the Sustainability

Team will continue to address the

development of Indivior’s climate

change approach. This will include

improvements to internal and

external reporting. Emissions

target setting will be part of this

process once the impacts

associated with the new

manufacturing site which was

purchased in November 2023

and is located at Raleigh, North

Carolina, have been fully evaluated.

Indivior Annual Report 2023Strategic Report

D) Indivior growth

target estimates

The analysis applied revenue growth

estimates for the years 2027, 2035,

and 2050 within the analysis after

consultation with internal

stakeholders. A linear relationship

between revenue and emissions

growth was also applied as a

key assumption.

E) Other considerations

Other factors that were considered

included the annual Indivior revenue

associated with each site’s activities

and future investment plans

(such as supplier alternatives and

future investment plans). The

calculations applied are in U.S.

dollars at 2023 prices.

Indivior’s new manufacturing site at

Raleigh, North Carolina, was not

included in this analysis as it was

conducted prior to its purchase on

November 1, 2023. The environmental

and climate change risks and

opportunities associated with this site

will be assessed in 2024.

Risks selected for the

quantitative analysis and

data results.

The climate-related data used to

underpin this assessment was the

Shared Socio-environment Pathways

(“SSPs”). SSPs are a function of

greenhouse gas emissions,

socioeconomic metrics and expected

implementation of adaptation

and mitigation measures.

These correspond roughly to the

Representative Concentration

Pathways (“RCPs”) of previous versions

of the IPCC report.

From the risks and opportunities

identified in the qualitative scenario

analysis, the following risks and

opportunities were selected. The table

below highlights how the methodology

described above was applied.

Methodology used to identify material, physical and transition risk

Risk Description Scope Rationale for quantification Maximum annual cost

Expressed as % of

projected NR

Transition

Risk

Risk of enhanced

environmental policies and

legislations (e.g., carbon tax)

increasing the price of

transportation, raw materials,

and offsets.

Global (for Indivior’s Scope 1, 2

and 3 emissions OECD data

was used as it regionally

represented nearly all of

Indivior’s emissions).

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.

To 2027: 0.09%

To 2035: 0.34%

To 2050: 0.73%

Physical Risk Risk to physical structures and

facilities (e.g. buildings, roads,

power supplies) from

catastrophic storm events (e.g.

tornadoes, hurricanes,

flooding) and heatwaves,

disrupting the production and

distribution of products to the

businesses network of

specialty pharmacies and

distributors and/or leading to

significantly increased costs.

Key sites which are directly

significant to Indivior’s

activities, such as the FCP in

Hull, U.K., and a third-party

owned and operated product

distribution centre in Brooks,

Kentucky, U.S.

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.

To 2027: 0.25%

To 2035: 0.30%

To 2050: 0.36%

Physical Risk Risk to physical structures and

facilities (e.g., buildings, roads,

power supplies) from

catastrophic storm events

(e.g., tornadoes, hurricanes,

flooding) and increased heat

events impacting the activities

of key suppliers in the in the

U.S. and the Philippines,

potentially disrupting supply

or increasing costs.

Key third-party supplier sites

located in Tasmania

(Australia), Alabama, Indiana,

New Mexico and in the

Philippines.

Physical risks to the regions

can potentially disrupt supply

and increase costs. To assess

Indivior’s resilience it is

important to understand the

impact of these physical risks.

To 2027: 0.02%

To 2035: 0.01%

To 2050: N/A

Managing Indivior’s Business Responsibly continued

Opportunity selected for

the quantitative analysis

land data results

A similar analysis was conducted for

the single opportunity identified in the

analysis. This is the annual energy cost

savings from the installation of solar

panels at the Fine Chemical Plant

(Hull, U.K.) and an upgrade of solar

panels at the Chapleo R&D facility

(Hull, U.K.). This analysis showed that

the financial savings involved were not

material in the short-, medium- and

long term.

Conclusions and implications for

Indivior’s strategic approach

The qualitative analysis performed

in 2022 and the quantitative analysis

above indicate that Indivior has a

climate resilient business with

financially immaterial exposure to

climate-related risks and

opportunities. This analysis confirmed

that climate change does not

represent a principal risk to Indivior in

the short- and medium term. Indivior

will continue to review long term risks

and opportunities relating to climate-

change. One of the main factors that

underpins this conclusion is Indivior’s

portfolio of non-carbon intensive

products that are resilient to

transition risks.

Risk management

In 2022, Indivior conducted a

qualitative climate change scenario

analysis. In 2023 a quantitative climate

change scenario analysis was

conducted. Both exercises supported

the Board and the executive

management team in planning

Indivior’s climate change-related risk

management approach.

The main outcomes of these projects

are recorded in the strategy section of

this TCFD disclosure and in the TCFD

disclosure recorded in the 2022 Annual

Report and Accounts.

The assessments determined that

climate change is not currently a

short- or medium term principal risk.

Generally, climate risks are also

evaluated as part of Indivior’s common

risk assessment approach.

Indivior defines a material financial

impact on the business as one which

could influence economic decisions on

the basis of the information provided.

With the Group’s strategic pillars

focusing on revenue growth and

diversification as well as advancing

the R&D pipeline, the quantitative

starting point for materiality is 1% to

1.5% of net revenue. From this

objective baseline, the Group then

evaluates actual or potential impacts

considering subjective factors that

may adjust the baseline higher

or lower.

More information about Indivior’s risk

management is outlined on pages

[xxx] to [xxx] of the Annual Report

and Accounts.

Metrics and targets

In 2023 Indivior began measuring its

emissions quarterly for internal

reporting and monitoring purposes.

Annual emissions totals are reported

publicly on pages [xxx to xxx] of this

Annual Report and Accounts and are

also reported to CDP. The calculations

include emissions from all of the

Indivior locations and the emissions

generated by Indivior’s global

sales fleet.

Actions for 2024

Indivior will continue to monitor

climate risks applying its

established risk assessment

approach. These activities will

include continuing the discussions

relating to climate change risks

associated with the supply chain

through ongoing dialogue with

major suppliers. A detailed

examination of the environmental

and climate change impacts

relating to the new Raleigh site

will be conducted in 2024. More

detail is included in the strategy

section of this statement.

Actions for 2024

Indivior is in ongoing discussions

with its major suppliers relating to

its Scope 3 emissions with the aim

of improving reporting coverage. It

will continue to monitor emissions

performance and investigate

Scope 1 and 2 target setting once

a full evaluation of the new site at

Raleigh has been completed.

Actions for 2024 and beyond

Going forward, Indivior will

regularly review its portfolio of

physical assets and its supply

chain and highlight opportunities

to limit climate-related risk.

These activities will include

consideration of geographical

location and working in

partnership with new and existing

suppliers to address physical risks

and improve mitigation measures.

Indivior will also continue to

examine opportunities to improve

energy efficiency through the

adoption of additional renewable

energy facilities where they

mitigate transition risks and

save costs.

Indivior Annual Report 2023Strategic Report

Commitment to transparency

Indivior is committed to 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 Indivior’s approach, policies and performance

relating to non-financial and sustainability matters. No material breaches of policy were identified during 2022.

It also highlights where further information, other than that disclosed within this report, can be accessed (for instance the

environmental and climate change information reported annually to CDP).

Indivior regularly conducts dialogue with investors and other stakeholders about non-financial and sustainability matters

and published its second Sustainability Report in the summer of 2023.

Key highlights

Page [xx]

Business model

An explanation of Indivior’s business

model

Page [xx and xx]

Responsibility

How Indivior conducts its business

activities responsibly

Pages [xx to xx]

Risk

A description of the principal risks and

their potential impacts on the business

Pages [xx to xx]

Non-Financial

andSustainability

InformationStatement

Non-Financial andSustainability InformationStatement

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 within Indivior’s 2022

Sustainability Report and elsewhere

Environmental Matters › Statement of Indivior’s

approach to climate change

› Global Code of Conduct

› Supplier Code of Conduct

› Managing Indivior’s

Business Responsibly

page [xx to xx and xx to xx]

› [Pages 28 to 31]

› [Pages 36 to 41]

› Indivior.com

Responsibility section

Employees › Global Code of Conduct

› Diversity and

Inclusion Policy

› Stakeholder Engagement page

[xx to xx]

› Managing Indivior’s Business

Responsibly [page xx to xx]

› [Pages 18 to 22]

› Indivior.com

Responsibility section

Social Matters › Global Code of Conduct

› Supplier Code of Conduct

› Stakeholder Engagement

page [xx to xx]

› Managing Indivior’s Business

Responsibly page [xx to xx]

› Page [31]

› Indivior.com

Responsibility section

Human Rights › Global Code of Conduct

› Supplier Code of Conduct

› Modern Slavery Statement

› Purpose In Action [page xx to xx]

› Stakeholder Engagement

page [xx to xx]

› Managing Indivior’s Business

Responsibly page [xx to xx]

› Page [14 to 17]

› Indivior.com

Responsibility section

Anti-Corruption &

Anti-Bribery

› Anti-Bribery Policy

› Code of Ethics

› 2020 Resolution Agreement Update

and Legacy Legal Matters

page [xx to xx]

› Managing Indivior’s Business

Responsibly page [xx to xx]

› [Page 23 to 27]

Description of the

Business Model

›

› Business Model page [xx to xx]

Description of principal

risks and impact of

Business Activity

›

› Risk Management page [xx to xx]

Non-Financial Key

Performance Indicators

›

Climate-related

Disclosures

› Statement of Indivior’s

Approach to Climate Change

› Global Code of Conduct

› Supplier Code of Conduct

› Managing Indivior’s Business

Responsibly [page xx to xx]

› Page [36 to 41]

› Indivior.com

Responsibility section

› CDP website www.CDP.net

Indivior Annual Report 2023Strategic Report

Risk Management

Financial Review

Year ended December 31 (as reported)

2023 2022 % Change

$m $m

Net revenue 1,093 901

2 1 %

Operating loss (4) (85) (95) %

Net income/(loss) 2 (53) NM

Diluted EPS/(LPS) (dollars per share) 0.01 (0.38) NM

NM: Not meaningful

2023 operating and financial highlights

– Net revenue of $1,093m (+21% vs. 2022). 2023 SUBLOCADE net revenue grew to $630m (+54% vs. 2022) reflecting further

Organized Health Systems ("OHS") channel penetration in the U.S. and increased newU.S. patient enrollments. 2023 U.S.

units dispensed were approximately 509,000 (+61% vs. 2022). TotalU.S. SUBLOCADE patients on a 12-month rolling basis

at the end of 2023 were approximately 136,900.

– 2023 PERSERIS net revenue of $42m (+50% vs. 2022) reflected increasing awareness of the treatment across the U.S.

healthcare system.

– Reported operating loss of $4m (2022 operating loss: $85m). On an adjusted basis

2023 operating profit was $269m

(+27% vs. Adj. 2022).

– Reported net income of $2m (2022 net loss of $53m). 2023 adjusted net income of $223m (+32% vs. Adj. 2022).

– 2023 ending cash and investments balance totaled $451m (including $27m restricted for self-insurance) (2022: $991m),

reflecting net cash outflows related to litigation settlements of $610m and $124m for the Opiant acquisition.

– Acquisition of Opiant Pharmaceuticals, Inc. in March 2023 and an asceptic manufacturing facility in November 2023.

Net revenue

1093

901

791

2023

2022

2021

U.S. dollars (m)

Cash balance

316

774

1,102

2023

2022

2021

U.S. dollars (m)

Adjusted net income

223

169

2023

2022

2021

U.S. dollars (m)

Net cash

528

853

2023

2022

2021

U.S. dollars (m)

1. Adjusted (Adj.) basis excludes the impact of exceptional items and other adjustments (see page XX for details).

2. See page

XX for the definition of net cash.

Financial Review

Year ended December 31 (as reported)

2023 2022 % Change

$m $m

Net revenue 1,093 901

2 1 %

Operating loss (4) (85) (95) %

Net income/(loss) 2 (53) NM

Diluted EPS/(LPS) (dollars per share) 0.01 (0.38) NM

NM: Not meaningful

2023 operating and financial highlights

– Net revenue of $1,093m (+21% vs. 2022). 2023 SUBLOCADE net revenue grew to $630m (+54% vs. 2022) reflecting further

Organized Health Systems ("OHS") channel penetration in the U.S. and increased newU.S. patient enrollments. 2023 U.S.

units dispensed were approximately 509,000 (+61% vs. 2022). TotalU.S. SUBLOCADE patients on a 12-month rolling basis

at the end of 2023 were approximately 136,900.

– 2023 PERSERIS net revenue of $42m (+50% vs. 2022) reflected increasing awareness of the treatment across the U.S.

healthcare system.

– Reported operating loss of $4m (2022 operating loss: $85m). On an adjusted basis

2023 operating profit was $269m

(+27% vs. Adj. 2022).

– Reported net income of $2m (2022 net loss of $53m). 2023 adjusted net income of $223m (+32% vs. Adj. 2022).

– 2023 ending cash and investments balance totaled $451m (including $27m restricted for self-insurance) (2022: $991m),

reflecting net cash outflows related to litigation settlements of $610m and $124m for the Opiant acquisition.

– Acquisition of Opiant Pharmaceuticals, Inc. in March 2023 and an asceptic manufacturing facility in November 2023.

Net revenue

1093

901

791

2023

2022

2021

U.S. dollars (m)

Cash balance

316

774

1,102

2023

2022

2021

U.S. dollars (m)

Adjusted net income

223

169

2023

2022

2021

U.S. dollars (m)

Net cash

528

853

2023

2022

2021

U.S. dollars (m)

1. Adjusted (Adj.) basis excludes the impact of exceptional items and other adjustments (see page XX for details).

2. See page XX for the definition of net cash.

Financial Review

Operating review

Share repurchase program

On November 17, 2023, Indivior

announced a third share repurchase

program of up to $100m. Through

December 31, 2023, the Group

repurchased and cancelled 1,413,000k

Indivior ordinary shares, equivalent to

approximately 996% of diluted shares

outstanding, at a daily weighted

average purchase price of 1,234p. The

cost was approximately $1m, which

includes directly attributable

transaction costs. See Note 23 ofthe

Notes to the Group’s financial

statements for furtherdiscussion.

U.S. opioid use disorder (“OUD”)

market update

In 2023, U.S. buprenorphine

medication-assisted treatments

("BMAT") grew in mid-single digits.

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, such as the

late 2022 enactment of the

Mainstreaming Addiction Treatment

Act, that have expanded OUD

treatment funding and treatment

capacity. The Group believes these

regulatory and legislative actions will

help to normalize the view of

addiction as a chronic brain disease

and expand access to evidence-based

buprenorphine treatment in the U.S.

and supports these actions.

Financial performance

Total net revenue in 2023 increased

21% to $1,093m (2022: $901m) at

actualexchange rates (+21% at

constant exchange rates).

2023 U.S. net revenue increased 25%

to $912m (2022: $731m). Strong year-

over-year SUBLOCADE and PERSERIS

volume growth, along with underlying

BMAT market growth, were the

principal drivers of the net revenue

increase. Price changes were not a

significant driver of the increase in

net revenue.

2023 Rest of World and United

Kingdom (collectively “ROW”) net

revenue increased 6% at actual

exchange rates to $181m (2022: $170m;

+6% at constant exchange rates).

Positive contributions from new

products (SUBLOCADE / SUBUTEX®

Prolonged Release and SUBOXONE

Film) were offset primarily by ongoing

competitive pressure on legacy tablet

products. 2023 SUBLOCADE/SUBUTEX

Prolonged Release net revenue in

ROW was $41m (2022: $27m) 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 2022 average exchange

rate to net revenue in the currency of

the foreign entity.

2023 gross margin was 83% (2022:

82%). Excluding $8m of other

adjustments for amortization of

acquired intangible assets within cost

of sales, adjusted gross margin in

2023 was 84%. There were no

adjustments to 2022 gross margin.

The increase in the adjusted gross

margin rate in 2023 primarily reflects

an improved product mix from the

continued growth of SUBLOCADE.

These benefits were partially offset by

cost inflation.

2023 SG&A expenses as reported were

$811m (2022: $763m). 2023 included

$240m of exceptional costs for the

increase in provisions related to the

Antitrust MDL and an intellectual

property-related matter and $28m of

acquisition-related and U.S. listing

exceptional costs. Acquisition costs

related to Opiant (refer to Note 27

ofthe Notes to the Group’s financial

statements) and a manufacturing

facility, workforce, and supply

contracts (refer to Note 28 ofthe

Notes to the Group’s financial

statements). 2022 included $296m of

exceptional legal costs and $6m of

exceptional U.S. listing costs.

2023 R&D expenses were $106m (2022:

$72m) and represented an increase of

47%. The increase was primarily due

to a greater activity level related to

post-marketing studies for

SUBLOCADE, process validation

testing related to long-acting

injectable ("LAI") capacity expansion

and phasing of ongoing early-stage

pipeline activities.

2023 net other operating income was

$6m (2022: $8m). 2023 included $3m

of exceptional benefit related to

income from the expected dissolution

of a supply agreement and 2022

included $5m of exceptional benefit

related to a Directors' & Officers'

insurance claim settlement.

2023 operating loss as reported was

$4m (2022: $85m loss). Exceptional

costs and other adjustments of $273m

and $297m in 2023 and 2022,

respectively, were primarily related to

the Antitrust MDL, which was settled

in 2023. The change on a reported

basis reflects the exceptional charges

related to legal matters.

On an adjusted basis, 2023 operating

profit increased 27% to $269m (2022:

$212m). The increase primarily

reflected higher net revenue from the

Group's LAI products, partially offset

by increased SG&A (including Opiant

business and launch expenses for

OPVEE) and R&D expenses, as

described above.

2023 net finance income as reported

was $5m (2022: $10m expense). The

change in net finance income

(expense) reflected higher interest

rates on the Group's investments. We

expect investment income will not

offset interest expense in the near-

term following the litigation cash

settlement payments.

2023 reported tax benefit was $1m, or

a rate of -100%, which is not

meaningful as a percentage due to

the profit before taxation being close

to nil (2022 tax benefit/rate: $42m,

44%). Adjusted 2023 tax expense was

$51m, excluding the $52m in tax

benefit on exceptional items and

other adjustments net of exceptional

tax items, an effective tax rate of 19%.

Exceptional tax items are comprised

of a $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

Indivior Annual Report 2023Strategic Report

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. Adjusted 2022 tax

expense was $33m, excluding the

$75m tax benefit on exceptional items

and other adjustments, an effective

tax rate of 16%. The movement in the

effective tax rate on adjusted profits

is impacted by an increase in the U.K.

corporation tax rate from 19% to

23.5% and a temporary reduction in

U.K. innovation incentives due to 2022

and 2023 losses.

2023 reported net income was $2m

and adjusted net income was $223m

(2022 reported net loss: $53m; 2022

adjusted net income: $169m). The 32%

increase in net income on an

adjusted basis primarily reflected

higher net revenue partially offset by

the increase in operating expense.

Diluted earnings per share were $0.01

on a reported basis and $1.57 on an

adjusted basis in 2023 (2022: $(0.38)

loss per share on a reported basis

and $1.16 earnings per share on an

adjusted basis).

Balance sheet and cash flow

Cash and investments were $451m at

the end of 2023, a decrease of $540m

versus the $991m position at the end

of 2022. The decrease was primarily

due to litigation settlement-related

outflows of $610m and the net cash

outflow of $124m for the Opiant

acquisition, including the transferred

cash balance, partially offset by

beneficial timing of payments made

on government rebates and trade

payables. The litigation settlement-

related outflows include the Antitrust

MDL settlement payment of $103m

with States (refer to Note 19 ofthe

Notes to the Group’s financial

statements), transfer of $415m into an

escrow account for the settlement

with the Antitrust MDL end payors

and direct payors, subject to final

court approval (refer to Note 19 ofthe

Notes to the Group’s financial

statements), settlement payments of

$24m for intellectual property-related

and other legal matters, in addition to

the Group's scheduled litigation

settlement payments totaling $68m

for the Department of Justice ("DOJ"),

Reckitt Benckiser ("RB") and Dr.

Reddy's Laboratories ("DRL") matters.

Net working capital (defined by

management as inventory plus trade

receivables, less trade and other

payables) was negative $347m at

year-end 2023, versus negative $283m

at the end of 2022. The change in the

period was primarily a result of timing

of payments made on government

rebates and trade payables.

Cash used in operations in 2023 was

$292m (2022 cash provided by

operations: $63m), primarily due to

payments related to the Antitrust

MDL, DOJ Resolution, DRL settlement

and RB settlement, partially offset by

timing of payments made on

government rebates and trade

payables. Before these settlement-

related items, cash generated from

operations in the current period was

$318m. Net cash outflow from

operating activities was $315m in 2023

(2022 cash outflow: $4m) reflecting tax

payments and interest paid on the

Group's term loan facility and

settlement payments, partially offset

by interest received on investments.

2023 cash outflow from investing

activities was $98m (2022 cash

outflow: $223m) reflecting $124m for

the Opiant acquisition, net of cash

assumed. In the prior year period, the

outflow from investing activities

primarily reflected the net investment

in a portfolio of investment-grade

debt securities (net) and ordinary

shares of Aelis Farma.

2023 cash outflow from financing

activities was $46m (2022 cash

outflow: $100m) reflecting shares

repurchased and cancelled, the

extinguishment of debt assumed in

the Opiant acquisition, principal

portion of lease payments and

quarterly amortization of the Group’s

term loan facility, partially offset by

proceeds received from the issuance

of shares for employee compensation

agreements. In the prior year period,

the outflow from financing activities

primarily reflects shares repurchased

and cancelled.

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:

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

Financial Review continued

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. Adjusted 2022 tax

expense was $33m, excluding the

$75m tax benefit on exceptional items

and other adjustments, an effective

tax rate of 16%. The movement in the

effective tax rate on adjusted profits

is impacted by an increase in the U.K.

corporation tax rate from 19% to

23.5% and a temporary reduction in

U.K. innovation incentives due to 2022

and 2023 losses.

2023 reported net income was $2m

and adjusted net income was $223m

(2022 reported net loss: $53m; 2022

adjusted net income: $169m). The 32%

increase in net income on an

adjusted basis primarily reflected

higher net revenue partially offset by

the increase in operating expense.

Diluted earnings per share were $0.01

on a reported basis and $1.57 on an

adjusted basis in 2023 (2022: $(0.38)

loss per share on a reported basis

and $1.16 earnings per share on an

adjusted basis).

Balance sheet and cash flow

Cash and investments were $451m at

the end of 2023, a decrease of $540m

versus the $991m position at the end

of 2022. The decrease was primarily

due to litigation settlement-related

outflows of $610m and the net cash

outflow of $124m for the Opiant

acquisition, including the transferred

cash balance, partially offset by

beneficial timing of payments made

on government rebates and trade

payables. The litigation settlement-

related outflows include the Antitrust

MDL settlement payment of $103m

with States (refer to Note 19 ofthe

Notes to the Group’s financial

statements), transfer of $415m into an

escrow account for the settlement

with the Antitrust MDL end payors

and direct payors, subject to final

court approval (refer to Note 19 ofthe

Notes to the Group’s financial

statements), settlement payments of

$24m for intellectual property-related

and other legal matters, in addition to

the Group's scheduled litigation

settlement payments totaling $68m

for the Department of Justice ("DOJ"),

Reckitt Benckiser ("RB") and Dr.

Reddy's Laboratories ("DRL") matters.

Net working capital (defined by

management as inventory plus trade

receivables, less trade and other

payables) was negative $347m at

year-end 2023, versus negative $283m

at the end of 2022. The change in the

period was primarily a result of timing

of payments made on government

rebates and trade payables.

Cash used in operations in 2023 was

$292m (2022 cash provided by

operations: $63m), primarily due to

payments related to the Antitrust

MDL, DOJ Resolution, DRL settlement

and RB settlement, partially offset by

timing of payments made on

government rebates and trade

payables. Before these settlement-

related items, cash generated from

operations in the current period was

$318m. Net cash outflow from

operating activities was $315m in 2023

(2022 cash outflow: $4m) reflecting tax

payments and interest paid on the

Group's term loan facility and

settlement payments, partially offset

by interest received on investments.

2023 cash outflow from investing

activities was $98m (2022 cash

outflow: $223m) reflecting $124m for

the Opiant acquisition, net of cash

assumed. In the prior year period, the

outflow from investing activities

primarily reflected the net investment

in a portfolio of investment-grade

debt securities (net) and ordinary

shares of Aelis Farma.

2023 cash outflow from financing

activities was $46m (2022 cash

outflow: $100m) reflecting shares

repurchased and cancelled, the

extinguishment of debt assumed in

the Opiant acquisition, principal

portion of lease payments and

quarterly amortization of the Group’s

term loan facility, partially offset by

proceeds received from the issuance

of shares for employee compensation

agreements. In the prior year period,

the outflow from financing activities

primarily reflects shares repurchased

and cancelled.

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:

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

Financial Review continued

Exceptional items and other adjustments

2023

2022

Exceptional items and other adjustments within cost of sales

Amortization of acquired intangible assets

(8) —

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

Exceptional items and other adjustments within SG&A

Legal costs/provision

(240) (296)

Acquisition-related costs

(22) —

U.S. listing costs

(6) (6)

Total exceptional items and other adjustments within SG&A (268) (302)

Exceptional items and other adjustments within net other operating income

Income recognized in relation to a supply agreement

3 —

Insurance reimbursement

— 5

Total exceptional items and other adjustments within net other operating income 3 5

Total exceptional items and other adjustments before taxes (273) (297)

Exceptional items and other adjustments within tax

Tax on exceptional items and other adjustments 63 57

Exceptional tax items

(11) 18

Total exceptional items and other adjustments within taxation 52 75

Total exceptional items and other adjustments (221) (222)

1. With the acquisition of Opiant and approval of OPVEE, the Group reported adjusted cost of sales to exclude amortization of acquired intangible

assets on a prospective basis from Q2 2023. Prior period adjusted results have not been restated as the impact is not material.

2. In 2022, the Group recognized a provision for $290m related to certain multidistrict antitrust class and state claims. In 2023, the Group

increased this provision by $228m. Refer to Note 21, Legal Proceedings, ofthe Notes to the Group’s financial statements, for further details.

Additionally, the Group increased a provision for IP-related matters by $12m in 2023 and recognized a provision of $6m to settle a dispute over

reimbursement of legal costs with a supplier in 2022.

3. In 2023, the Group recognized $16m of exceptional costs related to the acquisition of Opiant (refer to Note 27 ofthe Notes to the Group’s

financial statements) and $6m of exceptional costs related to the acquisition of a business consisting of a manufacturing facility, workforce,

and supply contracts (refer to Note 28 ofthe Notes to the Group’s financial statements).

4. In 2023, the Group recognized $6m of exceptional costs in preparation for an additional listing of Indivior shares on the Nasdaq Global Select

Market (2022: $6m).

5. In 2023, the Group recognized $3m of exceptional income related to a supply agreement where no further obligations are outstanding for the

Group to deliver.

6. The Group recognized $5m of exceptional income in 2022 related to the proceeds received from a Directors' & Officers' insurance

reimbursement claim.

7. 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.

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.

Indivior Annual Report 2023Strategic Report

The tables below show the list of adjustments between the reported and adjusted results for 2023 and 2022.

Reconciliation of gross profit to adjusted gross profit:

2023 2022

$m $m

Gross profit 907 742

Exceptional items and other adjustments in cost of sales 8 —

Adjusted gross profit 915 742

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:

2023 2022

$m $m

Selling, general and administrative expenses (811) (763)

Exceptional items and other adjustments in selling, general and administrative expenses 268 302

Adjusted selling, general and administrative expenses (543) (461)

Reconciliation of operating loss to adjusted operating profit:

2023 2022

$m $m

Operating loss (4) (85)

Exceptional items and other adjustments in cost of sales 8 —

Exceptional items and other adjustments in selling, general and administrative expenses 268 302

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

Adjusted operating profit 269 212

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

2023 2022

$m $m

Profit/(loss) before taxation 1 (95)

Exceptional items and other adjustments in cost of sales 8 —

Exceptional items and other adjustments in selling, general and administrative expenses 268 302

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

Adjusted profit before taxation 274 202

Reconciliation of tax benefit to adjusted tax expense:

2023 2022

$m $m

Tax benefit 1 42

Tax on exceptional items and other adjustments (63) (57)

Exceptional tax items 11 (18)

Adjusted tax expense (51) (33)

Financial Review continued

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

2023 2022

$m $m

Net income/(loss) 2 (53)

Exceptional items and other adjustments in cost of sales 8 —

Exceptional items and other adjustments in selling, general and administrative expenses 268 302

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

Tax on exceptional items and other adjustments (63) (57)

Exceptional tax items 11 (18)

Adjusted net income 223 169

Adjusted diluted earnings per share

Management believes that diluted earnings/(loss) 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 income/(loss) to adjusted net income is included above.

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

used in computing adjusted diluted earnings per share below:

2023 2022

thousands thousands

Weighted average shares used in computing diluted earnings/(loss) per share 141,800 139,012

Potentially dilutive share excluded, because effect was anti-dilutive — 6,605

Weighted average shares used in computing adjusted diluted earnings per share 141,800 145,617

Reconciliation of net cash:

2023 2022

$m $m

Net cash at the beginning of the year 528 853

Net decrease in cash and cash equivalents (459) (327)

New borrowings (10) —

Repayment of borrowings 12 3

Exchange differences 1 (1)

Net cash at the end of the year 72 528

Analysis of net cash

2023 2022

$m $m

Cash and cash equivalents 316 774

Borrowings

(244) (246)

Total net cash 72 528

1. Net cash is calculated as cash and cash equivalents less total borrowings.

2. Borrowings reflect the outstanding principal amount of the term loan drawn before debt issuance costs of $5m (2022: $6m).

Indivior Annual Report 2023Strategic Report

Legal Proceedings

Antitrust litigation and consumer

protection

Multidistrict antitrust class and

state claims

Indivior Inc. has entered into

settlement agreements to resolve all

claims of all plaintiff groups in the

Company's previously-disclosed

antitrust multidistrict litigation

("Antitrust MDL"). In the Antitrust MDL,

civil antitrust claims had been filed by

three classes of Plaintiffs—namely, (i)

41 states and the District of Columbia

(the "States"), (ii) end payors and (iii)

direct purchasers (collectively, the

"Plaintiffs"). The Plaintiffs generally

alleged, among other things, that

Reckitt Benckiser Pharmaceuticals,

Inc. (“RBPI,” now known as Indivior

Inc.) violated U.S. federal and/or state

antitrust and consumer protection

laws in attempting to delay generic

entry of alternatives to SUBOXONE

Tablets. Plaintiffs further alleged that

RBPI unlawfully acted to lower the

market share of these products.

After engaging in informal settlement

discussions and formal mediation,

Indivior Inc. reached a settlement

with the States for $103m on June 1,

2023. Indivior Inc. entered into a

settlement agreement with the end

payor class for $30m on August 14,

2023 and received final court approval

on December 5, 2023. On October 22,

2023, Indivior Inc. entered into a

settlement agreement with the

remaining direct purchaser class for

$385m. The direct purchaser

settlement has been preliminarily

approved by the Court and remains

subject to a notice period and final

approval by the Court. A fairness

hearing concerning the direct

purchaser settlement is set for

February 27, 2024.

Other antitrust and consumer

protection claims

In 2013, RBPI (now known as Indivior

Inc.) received notice that it and other

companies were defendants in a

lawsuit initiated by writ in the

Philadelphia County (Pennsylvania)

Court of Common Pleas. See Carefirst

of Maryland, Inc. et al. v. Reckitt

Benckiser Inc., et al., Case. No. 2875,

December Term 2013. The plaintiffs

included approximately 79 entities,

most of which appeared to be

insurance companies or other

providers of health benefits plans.

The Carefirst plaintiffs' claims were

resolved in connection with final

approval of the end payor settlement

in the Antitrust MDL, and the Carefirst

action accordingly was dismissed on

February 14, 2024.

Humana, Inc. filed a Complaint in

state court in Kentucky on August 20,

2021 with substantially the same

claims as were raised in the Antitrust

MDL. See Humana Inc. v. Indivior Inc.,

No. 21-CI-004833 (Ky. Cir. Ct.)

(Jefferson Cnty). The court lifted a stay

on October 30, 2023. Centene

Corporation, Wellcare Healthcare

Plans, Inc., New York Quality

Healthcare Corp. (d/b/a Fidelis Care),

and Health Net, LLC filed a complaint

in the Circuit Court for the County of

Roanoke, Virginia alleging similar

claims on January 13, 2023. See

Centene Corp. v. Indivior Inc., No.

CL23000054-00 (Va. Cir. Ct.) (Roanoke

Cnty). Indivior demurred to the

complaint and asserted pleas in bar

in early February 2024.

Legal Proceedings

Antitrust litigation and consumer

protection

Multidistrict antitrust class and

state claims

Indivior Inc. has entered into

settlement agreements to resolve all

claims of all plaintiff groups in the

Company's previously-disclosed

antitrust multidistrict litigation

("Antitrust MDL"). In the Antitrust MDL,

civil antitrust claims had been filed by

three classes of Plaintiffs—namely, (i)

41 states and the District of Columbia

(the "States"), (ii) end payors and (iii)

direct purchasers (collectively, the

"Plaintiffs"). The Plaintiffs generally

alleged, among other things, that

Reckitt Benckiser Pharmaceuticals,

Inc. (“RBPI,” now known as Indivior

Inc.) violated U.S. federal and/or state

antitrust and consumer protection

laws in attempting to delay generic

entry of alternatives to SUBOXONE

Tablets. Plaintiffs further alleged that

RBPI unlawfully acted to lower the

market share of these products.

After engaging in informal settlement

discussions and formal mediation,

Indivior Inc. reached a settlement

with the States for $103m on June 1,

2023. Indivior Inc. entered into a

settlement agreement with the end

payor class for $30m on August 14,

2023 and received final court approval

on December 5, 2023. On October 22,

2023, Indivior Inc. entered into a

settlement agreement with the

remaining direct purchaser class for

$385m. The direct purchaser

settlement has been preliminarily

approved by the Court and remains

subject to a notice period and final

approval by the Court. A fairness

hearing concerning the direct

purchaser settlement is set for

February 27, 2024.

Other antitrust and consumer

protection claims

In 2013, RBPI (now known as Indivior

Inc.) received notice that it and other

companies were defendants in a

lawsuit initiated by writ in the

Philadelphia County (Pennsylvania)

Court of Common Pleas. See Carefirst

of Maryland, Inc. et al. v. Reckitt

Benckiser Inc., et al., Case. No. 2875,

December Term 2013. The plaintiffs

included approximately 79 entities,

most of which appeared to be

insurance companies or other

providers of health benefits plans.

The Carefirst plaintiffs' claims were

resolved in connection with final

approval of the end payor settlement

in the Antitrust MDL, and the Carefirst

action accordingly was dismissed on

February 14, 2024.

Humana, Inc. filed a Complaint in

state court in Kentucky on August 20,

2021 with substantially the same

claims as were raised in the Antitrust

MDL. See Humana Inc. v. Indivior Inc.,

No. 21-CI-004833 (Ky. Cir. Ct.)

(Jefferson Cnty). The court lifted a stay

on October 30, 2023. Centene

Corporation, Wellcare Healthcare

Plans, Inc., New York Quality

Healthcare Corp. (d/b/a Fidelis Care),

and Health Net, LLC filed a complaint

in the Circuit Court for the County of

Roanoke, Virginia alleging similar

claims on January 13, 2023. See

Centene Corp. v. Indivior Inc., No.

CL23000054-00 (Va. Cir. Ct.) (Roanoke

Cnty). Indivior demurred to the

complaint and asserted pleas in bar

in early February 2024.

Legal Proceedings

Cases filed by (1) Blue Cross and Blue

Shield of Massachusetts, Inc., Blue

Cross and Blue Shield of

Massachusetts HMO Blue, Inc., (2)

Health Care Service Corp., (3) Blue

Cross and Blue Shield of Florida, Inc.,

Health Options, Inc., (4) BCBSM, Inc.

(d/b/a Blue Cross and Blue Shield of

Minnesota) and HMO Minnesota (d/b/

a Blue Plus), (5) Molina Healthcare,

Inc., and (6) Aetna Inc. were filed in

the Circuit Court for the County of

Roanoke, Virginia. See Health Care

Services Corp. v. Indivior Inc., No.

CL20-1474 (Lead Case) (Va. Cir. Ct.)

(Roanoke Cnty). In July 2023, Indivior

Inc. and BCBSM, Inc. and HMO

Minnesota agreed to mutual releases

and settlement. The remaining

plaintiffs asserted claims under

federal and state RICO statutes, state

antitrust statutes, state statutes

prohibiting unfair and deceptive

practices, state statutes prohibiting

insurance fraud, and common law

fraud, negligent misrepresentation,

and unjust enrichment. The Group

filed demurrers, which the court

sustained in part and overruled in

part. Separately, Indivior Inc. filed

counterclaims against several

plaintiffs alleging violations of certain

insurance fraud statutes. The

plaintiffs demurred. The court

overruled HCSC's demurrer but

sustained the demurrers of the

remaining plaintiffs named in Indivior

Inc.'s counterclaims. A jury trial on the

Group's pleas in bar to the remaining

plaintiffs' fraud claims was held on

October 30 – November 3, 2023. The

jury rendered a verdict finding that

the plaintiffs' fraud claims are not

barred by the statute of limitations. A

jury trial on the merits has been set

for July 15, 2024 – August 8, 2024.

The Group is still in the process of

evaluating the claims, believes it has

meritorious defenses, and intends to

defend itself. No estimate of the

range of potential loss can be made

at thistime.

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 multidistrict litigation ("the

Opioid MDL") 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).

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"). Litigation against

the Group in the Opioid MDL is

stayed. Motions to remand have been

denied or withdrawn in more than 50

cases to which the Group is a party

(among numerous other defendants).

Motions to remand remain pending in

additional cases to which the Group

is a party.

The court in the Opioid MDL has

indicated that it does not expect to

set additional bellwether trials

involving county and municipality

plaintiffs, provided that the parties

are progressing on a settlement track.

By order dated October 25, 2023, the

Court selected four third-party payor

("TPP") cases for bellwether trials.

Indivior is not named as a defendant

in any of the four TPP cases selected

for bellwether trials.

The court in the Opioid MDL has

indicated that it does not intend to

set additional bellwether trials for

Tier 2 and Tier 3 manufacturer and

distributor defendants, provided that

those defendants remain actively

engaged in mediation. The plaintiffs'

executive committee indicated that it

may seek leave to amend complaints

to name additional defendants based

on ARCOS data concerning opioid

products. The court held a status

conference on February 14, 2024, but

did not rule on whether such

amendment will be permitted.

Separately, Indivior Inc. was named as

one of numerous defendants in civil

opioid cases that are not part of the

Opioid MDL:

In 2017, Indivior Inc. was named as

one of numerous defendants in

International Brotherhood of

Electrical Workers Local 728 Family

Healthcare Plan v. Allergan, PLC et al.,

Case ID: 190303872 (C.P. Phila. Cnty).

That case was consolidated with Lead

Case No. 2017-008095 in Delaware

County and stayed. The court held a

hearing on September 29, 2023

regarding the status of settlement

discussions and other issues in

various groups of cases in the

consolidated action. On December 29,

2023, the court issued an order

remanding all third-party payor cases,

including the case involving Indivior,

back to the Philadelphia Court of

Common Pleas. By agreement of the

parties, objections to the complaints

are due on February 26, 2024, or one

week after the remand order is

docketed, whichever is later.

Indivior Annual Report 2023Strategic Report

Indivior also was named as one of

numerous defendants in various

other federal and state court cases

that are not in the Opioid MDL and

were brought by municipalities. These

cases include, for example, 35 actions

filed in New York state court that

were removed to federal court, as

well as cases filed in federal district

courts sitting in Alabama, Florida, and

Georgia. The plaintiffs filed motions

to remand the New York cases, which

remain pending. The plaintiffs in the

case filed in the Northern District of

Alabama have voluntarily dismissed

their complaint, subject to certain

tolling agreements. The various other

federal actions currently are stayed,

and Indivior is not yet required to

substantively respond to the

complaints.

Indivior Inc. was named as a

defendant in five individual

complaints filed in West Virginia state

court that were transferred to West

Virginia's Mass Litigation Panel. See In

re Opioid Litigation, No. 22-C-9000

NAS (W.V. Kanawha Cnty. Cir. Ct.) ("WV

MLP Action"). All five of Indivior Inc.'s

cases in the WV MLP Action involved

claims related to NAS. Indivior Inc.

moved to dismiss all five complaints

on January 30, 2023. By order dated

April 17, 2023, the court granted

Indivior's motions to dismiss. The

plaintiffs filed a notice of appeal on

June 30, 2023. Appellate briefing in the

cases involving Indivior has been

stayed.

Given the status and preliminary

stage of litigation in both the Opioid

MDL and the separate federal and

state court actions, noestimate of

possible loss in the opioid litigation

can be made at this time.

False Claims Act allegations

In August 2018, the United States

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. Indivior's deadline

to respond to the sixth amended

complaint is March 18, 2024.

In May 2018, Indivior Inc. received an

informal request from the United

States Attorney’s Office (“USAO”) for

the Southern District of New York,

seeking records relating to the

SUBOXONE Film manufacturing

process. The Group provided the

USAO certain information regarding

allegations that the government

received regarding SUBOXONE Film.

There has been no communication

regarding this matter with the USAO

since 2022.

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. 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. On January 23, 2024, the

claimants requested permission to

appeal the decision to the court of

appeals.

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.

Legal Proceedings continued

Indivior also was named as one of

numerous defendants in various

other federal and state court cases

that are not in the Opioid MDL and

were brought by municipalities. These

cases include, for example, 35 actions

filed in New York state court that

were removed to federal court, as

well as cases filed in federal district

courts sitting in Alabama, Florida, and

Georgia. The plaintiffs filed motions

to remand the New York cases, which

remain pending. The plaintiffs in the

case filed in the Northern District of

Alabama have voluntarily dismissed

their complaint, subject to certain

tolling agreements. The various other

federal actions currently are stayed,

and Indivior is not yet required to

substantively respond to the

complaints.

Indivior Inc. was named as a

defendant in five individual

complaints filed in West Virginia state

court that were transferred to West

Virginia's Mass Litigation Panel. See In

re Opioid Litigation, No. 22-C-9000

NAS (W.V. Kanawha Cnty. Cir. Ct.) ("WV

MLP Action"). All five of Indivior Inc.'s

cases in the WV MLP Action involved

claims related to NAS. Indivior Inc.

moved to dismiss all five complaints

on January 30, 2023. By order dated

April 17, 2023, the court granted

Indivior's motions to dismiss. The

plaintiffs filed a notice of appeal on

June 30, 2023. Appellate briefing in the

cases involving Indivior has been

stayed.

Given the status and preliminary

stage of litigation in both the Opioid

MDL and the separate federal and

state court actions, noestimate of

possible loss in the opioid litigation

can be made at this time.

False Claims Act allegations

In August 2018, the United States

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. Indivior's deadline

to respond to the sixth amended

complaint is March 18, 2024.

In May 2018, Indivior Inc. received an

informal request from the United

States Attorney’s Office (“USAO”) for

the Southern District of New York,

seeking records relating to the

SUBOXONE Film manufacturing

process. The Group provided the

USAO certain information regarding

allegations that the government

received regarding SUBOXONE Film.

There has been no communication

regarding this matter with the USAO

since 2022.

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. 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. On January 23, 2024, the

claimants requested permission to

appeal the decision to the court of

appeals.

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.

Legal Proceedings continued

Tooth Damage Allegations

The Group has been named as a

defendant in more than 30 lawsuits

that have been consolidated into a

multidistrict litigation in the Northern

District of Ohio. See In Re Suboxone

(Buprenorphine/Naloxone) Film

Products Liability Litigation, MDL No.

3092 (N.D. Oh.). The plaintiffs

generally allege that the Group failed

to properly warn physicians of the

risk of dental injury, and further

allege that SUBOXONE products were

defectively designed. The plaintiffs

generally seek compensatory

damages, as well as punitive damages

and attorneys’ fees and costs. On

February 2, 2024, the Judicial Panel on

Multidistrict Litigation entered an

order establishing multidistrict

litigation proceedings in the United

States District Court for the Northern

District of Ohio. 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. The Group is

evaluating the claims and its

defenses, believes it has meritorious

defenses, and intends to defend

itself. No estimate of the range of

potential loss can be made at this

time. These lawsuits 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.lawsuits that have

been consolidated into a multidistrict

litigation in the Northern District of

Ohio (see In Re Suboxone

(Buprenorphine/Naloxone) Film

Products Liability Litigation). The

plaintiffs generally allege that the

Group failed to properly warn

physicians of the risk of dental injury,

and further allege that SUBOXONE

products were defectively designed.

The plaintiffs generally seek

compensatory damages, as well as

punitive damages and attorneys’ fees

and costs. On February 2, 2024, the

Judicial Panel on Multidistrict

Litigation entered an order

establishing multidistrict litigation

proceedings in the United States

District Court for the Northern District

of Ohio. 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. The Group is

evaluating the claims and its

defenses, believes it has meritorious

defenses, and intends to defend

itself. No estimate of the range of

potential loss can be made at this

time. These lawsuits 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 product

Indivior Annual Report 2023Strategic Report

Indivior's Approach

to Risk

Risk Management

Principal risks and

riskmanagement

Effective 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 our strategic

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

are effectively assessed, appropriately

measured, regularly monitored, and

addressed through mitigation plans.

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 provides governance of Indivior’s

principal risks

Our Integrity & Compliance

Department develops and

implements an effective compliance

management program

Indivior Audit Services provides

independent assurance of the

effectiveness of governance, risk

management and controls

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

Our Risk Management Team

coordinates the Enterprise Risk

Management (“ERM”) process

Our Executive Committee

monitors the effectiveness of risk

management activities and reviews

Indivior’s principal risks

Board of Directors

Executive Committee

Risk Management Team

Integrity & Compliance

Department

Business Unit

and Corporate

Functional Leadership

Internal Audit Team

Risk Mitigation

Our ERM process fosters and

embeds a Group-wide culture of

risk management that is responsive,

forward-looking, consistent

and accountable.

Examples of our 2023 risk management

activities include: a quantitative

assessment of climate-related risks;

development of climate risk taxonomy;

and select resilience 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 risks

and emerging risks with a focus on

key risk areas. In addition, the Board’s

Committees regularly review risks

relevant to their area of focus.

Thisincludes, but is not limited to,

risks relating to legal, financial,

commercial, regulatory, and

compliance matters.

The Executive Committee has been

tasked by the Board 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

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. They also manage risk

mitigation actions within their

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.

Our 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

the principal risks to be the most

significant faced by the Group; these

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.

The tables on pages [XXX] to [XXX]

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 prior 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, results of

operations and financial condition.

The principal risks and uncertainties

are not listed in order ofsignificance.

Principal risks remain broadly

unchanged compared to the prior

year, except for two principal risks. The

Commercialization principal risk has

increased for two reasons, The

continued worldwide pricing and

reimbursement pressure on

pharmaceuticals products, combined

with the entrance of another long-

acting injectable produced by a

third-party business for the treatment

of opioid use disorder (“OUD”) in the

U.S. has caused this change.

Conversely, the Supply principal risk

has decreased, given the FDA

regulatory approval of an alternate

third-party filling site for SUBLOCADE®

and PERSERIS® and the acquisition of

the Group’s sterile manufacturing site

in November of 2023, which although

not able to manufacture our products

today, now provides an opportunity for

the Group to bring such manufacturing

in-house in the future.

Any single risk or combination of the

risks listed below could impact the

Group’s viability (see our Viability

Statement on page [XXX]).

Emerging risks

Emerging risks are risks 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. The 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 recent scenario assessment (see

our TCFD disclosure on page [XXX]), 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 2023Strategic Report

Business Operations

Trend versus

prior year:

The Group’s operations rely on complex processes and systems, strategic partnerships, as well as specially

qualified and high-performing personnel to develop, manufacture and sell our products. Failure to

continuously maintain operational and compliance processes and systems, as well as 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

Cyberattacks are a global and cross-industry threat with the number, severity, and sophistication of

attacks continuing to rise, including ransomware. The pharmaceutical industry remains a primary target

for various cybercriminal groups. Cyberattacks can be initiated from a variety of sources and target the

Group in several ways, including network, 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 dedicates significant resources, including

systems and training, to effectively defend against cyberattacks, but cannot provide absolute security

against cyberattacks.

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

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 are in place, including cyber incidence

response readiness

› Processes and tools to secure systems and

protect data are deployed, including virtual

private network (“VPN”), and security information

and event management (“SIEM”)

› Continued security awareness, including e-learning

and phishing exercises

› Updated crisis communication plan and procedures

and conducted resilience tabletop exercises

› Talent management and culture development programs

are in place, 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

Diversify Revenue

Build & Progress

the Pipeline

Optimize our

operating model

Increased risk

No change

Decreased risk

Risk Management continued

Product pipeline, regulatory and safety

Trend versus

prior year:

The research and development (“R&D”) of new products and technologies are inherently uncertain and

lengthy. They require 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 on 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 is developing its early-stage assets (i.e., preclinical to Phase 2 assets). Our nonclinical and clinical

activities are primarily outsourced, and the majority of our clinical studies are carried out by independent

third-party contract research organizations (“CROs”). This includes 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 the

activities carried out by the CROs to support our regulatory filings, If any, 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 is governed by complex, strict and

multi-jurisdictional regulations, including 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 strategic 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 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

› Business development strategy aligned with

the Group’s strategy

› Product development process, including a stage-gate process

to continually evaluate R&D investment decisions

› Incorporated assets from the Opiant acquisition into

the Group’s pipeline

› Integration plan and team for M&A-related activities

› Post-marketing study and real-world evidence programs

› Market valuation and financial modeling

› Comprehensive cross-functional due-diligence process,

supported by external experts

› 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 are in place. These include Risk Evaluation & Mitigation

Strategy (REMS) programs in the U.S. and Risk Management

Plans (“RMP”) outside the U.S.

Link to strategic

priorities:

Grow

SUBLOCADE®

to >$1.5bn

Diversify Revenue

Build & Progress

the Pipeline

Indivior Annual Report 2023Strategic 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 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 professionals (“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.

Pricing and reimbursement 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., 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, together with federal and state government fiscal constraints, pose

direct and indirect downward pressure risk on drug prices and cost containment measures. 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 drug pricing changes could have an adverse impact on the Group’s financial

performance and results in the future.

The entrance of long-acting injectables produced by third-party businesses for OUD and schizophrenia

treatments in the U.S. is likely to create pricing pressure as payors will try to negotiate higher rebates to

maintain SUBLOCADE’s and PERSERIS’ respective position on their formulary.

The overall risk

increased, given

continued pricing

and reimbursement

pressure and

competition

in the U.S. market.

Examples of risks

› Launch of competing branded

and/or generic products

› Lower facility adoption (“CJS”),

HCP adoption and patient

enrollments and/or adherence

to SUBLOCADE®, including the

decrease linked to limited/

restricted patient visits and HCP

interactions

› 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., PERSERIS™, OPVEE®)

and outside the U.S.

Management actions

› Creation of three dedicated U.S. sales force and marketing

teams (i.e., Addiction Sciences (“AS”), Behavioral Health (“BH”),

and Overdose Reversal Sciences) and expansion of both AS

and BH sales forces

› 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 by partnering with a U.S. grocery store company

› 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 and development

of mitigation strategies, as well as advocacy programs

› International growth, pipeline development, marketing,

and business development strategies

Link to strategic

priorities:

Grow

SUBLOCADE®

to >$1.5bn

Diversify Revenue

Increased risk

No change

Decreased risk

Risk Management continued

Economic & financial

Trend versus

prior year:

The pharmaceutical business 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,

allows 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.

Inflationary pressures and monetary tightening

The combination of central banks measures and progress in addressing supply-chain challenges has

reduced inflation. However, globally, inflationary pressures (e.g., labor, energy, shipping costs) and

monetary tightening measures will continue, given tight labor market conditions and geopolitical conflicts

and tensions.

Examples of risks

› Inability to raise capital, or

execute business development

and alliance opportunities

› Failure to meet financial

obligations and performance

› Changes to international tax

environment and regulations,

including potential tax increases

as governments seek to fund

public finances

› Inflationary pressures impacting

labor, materials, freight costs,

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

› Ongoing monitoring of potential changes in tax

legislations and their related impacts

› Proactive supply chain planning and cost

monitoring activities

Link to strategic

priorities:

Grow

SUBLOCADE®

to >$1.5bn

Diversify Revenue

Build & Progress

the Pipeline

Optimize Our

Operating Model

Indivior Annual Report 2023Strategic 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 extra 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 Q4 2023, an alternative high-volume

CMO site was approved by the U.S. FDA. The Group also acquired a facility in Raleigh, North Carolina, which

will become a critical hub for sterile injectable manufacturing in the future. Despite these additional

capacities and mitigating measures, if major delays, interruptions or quality events occur at those CMOs,

the delivery of products to our patients could be significantly disrupted.

The overall risk

decreased, given

de-risking of

manufacturing

capabilities by the

regulatory approval

of an alternative

filling CMO site for

SUBLOCADE and

acquisition of a sterile

manufacturing site.

The acquired site will

not be available for

the manufacture of

SUBLOCADE and

PERSERIS for a

few years.

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

› Acquisition of a sterile manufacturing plan in the U.S.

› Periodic risk-based reviews for critical vendors are in place

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

Diversify Revenue

Increased risk

No change

Decreased risk

Risk Management continued

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.

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 our asserted IP rights.

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. 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 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 [XXX]).

The Group is also a party to seven legacy lawsuits filed by private plaintiffs alleging violations of civil

antitrust laws, fraud, and other claims relating to the Group’s marketing of SUBOXONE® Film that have not

been settled (see Legal Proceedings section on page [XXX]).

The Group is also a defendant in more than 400 civil lawsuits brought by state and local governments and

public health agencies; among others. It is alleged 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 and their respective market shares for opioids,

or alleging personal injury claims. Most of these cases have been consolidated and are pending in

a federal multi-district litigation (“the Opioid MDL”). Nearly 2/3 of the cases in the Opioid MDL were filed

by cities and counties, while nearly 1/3 of the cases were filed by individual plaintiffs, most of whom

assert claims relating to neonatal abstinence syndrome (“NAS”). Indivior Inc., a subsidiary of the Group,

was separately named as a defendant in five individual personal-injury NAS actions in the West Virginia

state court. Litigation against the Group in the Opioid MDL is stayed, and the state-court cases are in

preliminary stages (for more information, see the Legal Proceedings section on page [XXX]).

The Group is a defendant in over 25 lawsuits in which individual plaintiffs claim that SUBOXONE® Film

caused them to suffer dental caries, tooth loss, or other damage to their teeth. The plaintiffs generally

allege that the Group failed to properly warn physicians of the risk of dental injury, and further allege that

SUBOXONE® Film products were defectively designed. The cases have been consolidated and are pending

in a federal multi-district litigation (“the Dental MDL”). Litigation against the Group in the Dental MDL is

stayed (for more information, see the Legal Proceedings section on page [XXX]).

Indivior Inc. is a defendant in a qui tam lawsuit complaint, alleging causes of action under the Federal

and state False Claims Acts and other laws related to best price issues and claims of retaliation. The suit also

seeks reasonable attorneys’ fees and costs. Indivior Inc. and other defendants then-named in the action filed

a Motion to Dismiss in June 2021. On October 17, 2023, the court granted in part and denied in part the Motion

to Dismiss, with leave to amend (for more information, see the Legal Proceedings section on page [XXX]).

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 (see the Legal Proceedings section on page [XXX]).

Examples of risks

› Legal proceedings related to

antitrust, state, shareholders,

product liability claims,

government enforcement and/or

private litigation associated with

the manufacturing, marketing,

and distribution of our products

› Inability to obtain, maintain, and

protect patents and other

proprietary rights

Management actions

› Quality, patient safety, monitoring and compliance are

embedded in the Group’s processes and culture

› Cooperation with government authorities in connection with

ongoing litigations, utilizing internal and external counsel

› Insurance coverage, financial modeling and

monitoring activities

› Ongoing active review, management and enforcement of our

product patents, marketing exclusivity and other IP rights

› Strategies to defend against and pursue appropriate

resolution of potential IP claims

› Revenue diversification strategy

Link to strategic

priorities:

Grow

SUBLOCADE®

to >$1.5bn

Diversify Revenue

Build & Progress

the Pipeline

Indivior Annual Report 2023Strategic 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 identify, analyze and investigate any

potential or actual violations of policy or law and, if necessary, take appropriate remedial or corrective

actions. Effective procedures and controls are necessary to provide reliable information 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, results of operations 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 (see Legal Proceedings section on page [XXX]), the Group also entered into a Corporate Integrity

Agreement (“CIA”) with the U.S. Department of Health & Human Services Office of Inspector General

(“HHS-OIG”). The five-year 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 health care programs, as well as with the statutes, regulations, and written

directives of the FDA. The Group is subject to additional periodic reporting and monitoring requirements

related to the Agreements.

In addition, the CIA requires reviews by an independent review organization, a compliance expert

to advise the Board, 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 the obligations

specified in the CIA. The CIA also includes specific procedures under which the Group must notify HHS-OIG

if it fails to meet the requirements under the CIA. 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 health care

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 in 2026, and

generate future revenue. It would therefore 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 Chief Executive Officer 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 health care 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 10 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 and the support of an independent

compliance expert. 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 Nasdaq listing in the U.S., the Group is subject to the reporting requirements of the

Securities Exchange Act of 1934 (as amended), the Sarbanes Act of 2002, the listing requirements of the

Nasdaq Stock Market, and other applicable securities rules and regulations.

Increased risk

No change

Decreased risk

Risk Management continued

Compliance continued

Trend versus

prior year:

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 have been

implemented, 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

› Compliance policies and processes, including Code

of Conduct and an enhanced risk assessment,

and related mandatory employee training programs

› 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

Link to strategic

priorities:

Grow

SUBLOCADE®

to >$1.5bn

Diversify Revenue

Build & Progress

the Pipeline

Indivior Annual Report 2023Strategic Report

Viability

Statement

Viability Statement

The Group’s viability depends upon

successful execution of our business

strategy, with a focus on:

– continued growth of SUBLOCADE

toward its potential of >$1.5 billion

in annual net revenue,

– diversification of net revenue,

including OPVEE, PERSERIS

and rest of world net revenues,

– building and progressing our

new product pipeline, and

– optimizing our operating model,

including management of our

remaining litigation risks.

The Directors evaluate the Group’s

future business prospects as part

of the strategic plan 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

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 included therein.

In accordance with the U.K. Corporate

Governance Code, the Directors have

assessed the viability of the Group.

In determining the appropriate time

period for assessing viability, the

Directors considered the Group’s

strategic plan; impact of current

and potential future competition

including the expected patent

protection of our products; ongoing

legal proceedings; and liquidity

forecast including the maturity

of the term loan and final payment

of our DOJ Resolution Agreement.

The Directors believe a four-year

period to the end of 2027 appropriately

addresses these considerations.

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 time period

covered by our viability assessment.

The strategic plan reflects the

Directors’ best estimate of the Group’s

future business prospects. The plan

builds on our near-term expectations

for 2024 including a gradual reversion

to observed generic analogs for

SUBOXONE film in the U.S. after 2024.

The plan was then “stress tested,”

exploring resilience of the Group

to potential impacts of the principal

risks set out on pages [.] to [.].

This sensitivity reflects ‘severe but

plausible’ concurrent circumstances

the Group could experience, specific

to commercialization risks as follows:

– the risk that SUBLOCADE will

not meet revenue growth

expectations by modelling

a 10% decline on forecasts; and

– an accelerated decline in global

sublingual product sales, including

reversion to generic analogs for

SUBOXONE Film in the U.S.

Having considered these risks along

with other principal risks set out

on pages [.] to [.], the Directors have

assessed the Group’s ability to comply

with the liquidity covenant and repay

the Group’s term loan, fulfil

obligations under litigation

settlements and the DOJ Resolution

Agreement and maintain sufficient

liquidity to fund its operations

and pipeline investments.

Other principal risks on pages [.] to [.]

were also considered, but the above

financial risks were considered the

most immediate and significant that

could prevent the Group from

delivering on its strategic priorities

and remaining viable. A number

of 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

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 risks

not modeled. 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 ongoing viability of the Group.

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 Director’s 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 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 above, the Directors confirm

their reasonable expectation that

the Group will continue in operation

and meet its liabilities as they come

due over the four-year period ending

December 31, 2027.

The Strategic Report on pages [.] to [.]

was approved by the Board

on March [.], 2024.

By Order of the Board

Kathryn Hudson

Company Secretary

Indivior Annual Report 2023Strategic Report

Chair’s

Governance

Statement

Graham Hetherington

Chair of the Board

understanding of the substance use

disorder disease space.

At the end of September 2023,

Daniel J Phelan, Senior Independent

Director and Chair of our

Remuneration Committee, and Lorna

Parker, Independent Non-Executive

Director, retired from the Board at the

end of their nine-year terms. Together

with Tom, Dan and Lorna were our

longest-serving Board members,

having joined the Board at its

inception in 2014. They made an

enormous contribution to the Board

during their tenure and I would also

like to thank them for their dedication

and significant contribution to Indivior.

The roles of Senior Independent

Director and Chair of the

Remuneration Committee have been

ably filled by Juliet Thompson and

Joanna Le Couilliard respectively. I am

pleased to report that Juliet and Jo

have settled well into their new roles.

In anticipation of the departure

of Dan and Lorna and following

feedback from our annual Board

evaluation, we made changes to our

Board Committee structure and to the

composition of some of our Board

Committees, effective October 1, 2023.

These changes, which refined the

remit and focus of the Committees,

mean that we now better utilize the

Committees’ time and reduce

duplication; we are already starting

to see the benefits of this more

efficient structure.

Dear Shareholder,

On behalf of the Board, I am

pleased to introduce our

Corporate Governance

Report for the year ended

December 31, 2023. This

report sets out our approach

to governance and how the

Board and its Committees

operate. We also provide an

overview of the important

areas of the Board’s focus

and key decisions and

actions taken by the Board

during the year.

Governance and purpose

Indivior’s purpose, to bring science-

based, life-transforming treatment to

patients, is underpinned by high

standards of governance and

compliance. As a Board, we recognize

the importance of a strong governance

and compliance framework which

supports the business and facilitates

good decision-making. We also

recognize the critical role we play

in leading the Group in a way that

promotes its long-term success, where

integrity is integral to everything we

do, where risks can be properly

assessed and managed and where our

policies and practices are consistent

with our values. We believe that these

are the best foundations on which to

achieve long-term value creation for

our shareholders.

Board and Committee composition

and succession planning

Last year I reported that a process was

underway to replace Dr. Tom McLellan

as he approached the end of his

nine-year term in November 2023. Tom

had a specific skill set and expertise

which we wanted to retain on the

Board and therefore finding the right

successor was a key priority for us

during the year. Following an extensive

search, led by the Nomination

Committee, we were pleased to

announce, in November 2023, the

appointment of Dr. Keith Humphreys as

an Independent Non-Executive Director.

This was a significant appointment for

the Board; Keith is one of the leading

minds in the substance abuse space

and his research addresses addictive

disorders and translation of science

into public policy. Keith is already

proving to be a tremendous asset

as we continue to focus on our

purpose of bringing science-based,

life-transforming treatments

to patients and expanding our

portfolio of pipeline assets.

Tom retired from the Board

in February 2024 having supported

a smooth transition. I would like

to take this opportunity to thank

Tom for his significant contribution

and commitment to Indivior over the

last nine years, and his dedication to

the furtherance of our and the public’s

Introduction to Governance

Culture

Indivior’s culture is considered one of

its key strengths. It drives the delivery

of our strategy and long-term success.

We all contribute to our culture, but it

is the Board’s responsibility to oversee

and monitor the Group’s culture and

to ensure that the Group’s practices

and policies are aligned with it.

The Board was extremely pleased

with the results of this year’s annual

employee Culture Survey which had

an extremely high participation rate

(92% of employees took part) and

produced the most positive scores to

date, as well as exceeding the industry

benchmark. However, we recognize that

culture is dynamic and therefore the

role we play as a Board in ongoing

monitoring is crucial.

Diversity

The reduction in Board size during

the year has resulted in female

representation falling slightly to 30%

currently, from 33% as at December 31,

2022. However, we remain committed

to improving diversity on the Board

in the longer term. We are highly

cognizant that this falls below the

targets set by the U.K. Listing Rules

for public companies and furthering

diversity remains a key priority in our

succession plans.

Listing structure

Indivior PLC has been listed on the

London Stock Exchange (“LSE”) since

2014. In 2023, one of the Board's key

priorities was the successful execution

of the additional U.S. listing, following

consultation with and approval by

shareholders in 2022. In the first half of

the year, we received detailed updates

at every Board meeting on the progress

of the preparations for the additional

U.S. listing.

The additional U.S. listing became

effective on June 12, 2023, which means

Indivior now trades on both the LSE as

a primary listing and the Nasdaq Global

Select Market as an additional listing.

This was a major milestone for the

Group and was the culmination of many

months of hard work and diligence. It

was with great pride that Mark Crossley,

along with a number of patients and

their families and employees, rang the

Opening Bell at the Nasdaq MarketSite

in Times Square to celebrate the

additional U.S. listing and to raise

awareness of the millions of people

affected by substance use disorders

and mental health challenges.

The Board has continued to assess the

optimal listing structure of Indivior’s

shares and has 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. Throughout this

process, the Board has been mindful of

the importance of acting in the best

interest of shareholders as a whole and

recognises that some shareholders have

mandates that will restrict their

continued long-term ownership.

We intend to consult shareholders

in the first quarter of 2024, and if we

believe shareholders are supportive,

intend to move forward with seeking

shareholder approval to relocate our

primary listing in the Summer of 2024.

Our strategic priorities

In September we held our annual Board

strategy day which was an opportunity

to review our strategic priorities and

consider whether they remained the

right priorities going forward. Our

culture of openness and debate in the

Boardroom meant that the Non-

Executive Directors were energetic in

providing constructive challenge and

feedback. We concluded that our four

strategic priorities remain the right

ones to drive the success of our

business, but we will explore

opportunities to widen our focus to

take a more holistic view of patient

treatment towards recovery.

During the year, the Board had close

oversight of the acquisition of Opiant

Pharmaceuticals, Inc. which completed

in March 2023 and, subsequently, the

commercial launch of OPVEE

(nalmefene) nasal spray, a key product

in the acquired portfolio, in October

2023. This was an important milestone

in our strategic focus to diversify

revenue. Also during the year, we

approved the acquisition of an aseptic

manufacturing facility in Raleigh, North

Carolina, which we expect will secure

the long-term production and supply

of SUBLOCADE and PERSERIS.

The Board spent significant time

throughout the year monitoring

developments in the Group’s legacy

antitrust multi-district litigation and in

determining next steps. This required

the Board to meet an additional four

times outside of scheduled meetings,

either as a full Board or as a special

non-executive committee appointed

by the Board to oversee the Group’s

mediation strategy and discussions.

The Board approved the entry into

mediation discussions leading to

settlements with each of the three

classes of plaintiffs. These were

challenging deliberations which

included, at their heart, a robust focus

on acting in the best interests of the

Group as a whole taking into account

the impact of that decision in the

long-term and wider stakeholder

interests. The Board believes that

entering into these settlements was the

right course of action as it has

significantly reduced the Group’s legal

and financial exposure and provided

greater certainty for Indivior’s

stakeholders.

Looking ahead

As we reflect on 2023, we are pleased

with the progress made across all four

strategic priorities and we believe we

have excellent foundations in place

to enable us to continue to deliver

against them.

We enter 2024 with a proven strategy,

strong business momentum and

a thriving culture. I speak on behalf

of all my fellow Board members

when I say we are excited about

the journey ahead.

Graham Hetherington

Chair of the Board

March 5, 2024

Governance Indivior Annual Report 2023

Board of Directors

4 5 6

1 2 3

1. Graham Hetherington

Chair

Appointed to the Board

November 2019

Skills and experience

› Graham was appointed Non-Executive Director

in November 2019 and Chair of theBoard in

November 2020. He brings substantial financial

and industry experience having served as Chief

Financial Officer of two FTSE 100 companies.

Graham has a wide knowledge of international

finance management and planning, including M&A

and audit and risk management, coupled with an

in-depth understanding of the U.S. market. This

broad mix ofskills and experience allows him to

make an effective and valuable contribution to the

Board.

› Fellow of the Chartered Institute of Management

Accountants (CIMA)

› BTG plc: Non-Executive Director & Senior

Independent Director (2016-2019)

› Shire plc: Chief Financial Officer (2008-2014)

› Bacardi: Chief Financial Officer (2007-2008)

› Allied Domecq plc: Chief Financial Officer

(1999-2005)

Other current appointments

› None

2. Mark Crossley

Chief Executive Officer

Appointed to the Board

February 2017

Skills and experience

› Mark was appointed Chief Executive Officer in June

2020. He was appointed to the Board as Chief

Financial Officer in February 2017. In July 2019, Mark

took on additional responsibilities and was

appointed Chief Financial & Operations Officer. He

joined the Group in 2012 as Global Finance Director

and served as Chief Strategy Officer between 2014

and 2017.

› Mark has a wealth of financial and pharmaceutical

industry experience and knowledge. His 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.

› Mark 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

Previous external appointments

› Procter and Gamble: Associate Director Female

Beauty Strategy and Business Planning (2008-2012)

› Procter and Gamble: Associate Director Corporate

Portfolio Finance (2007-2008)

3. Ryan Preblick

Chief Financial Officer

Appointed to the Board

November 2020

Skills and experience

› Ryan was appointed Chief Financial Officer and

Executive Director in November 2020, having served

as Interim Chief Financial Officer since June 2020.

He has been in a financial leadership capacity

since joining Indivior in 2012 as U.S. Commercial

Controller and then serving as Vice President, U.S.

Finance and Senior Vice President, Global Finance

& Commercial Operations.

› Ryan has a wealth of financial and pharmaceutical

industry knowledge and experience across multiple

disciplines covering strategy, finance, information

technology, commercial and supply, which allows

him to bring avaluable perspective to the Board.

› Ryan holds a BS in Finance from Penn State

University and an MBA from the University of

Richmond.

Current external appointments

› None

Previous external appointments

› Altria Corporation (formerly Philip Morris): Senior

Manager Financial Planning &Analysis (2010-2012)

› Honeywell International: Corporate Finance

(1998-2000)

4. Peter Bains

Independent Non-Executive

Director

Appointed to the Board

August 2019

Skills and experience

› Peter has over 30 years of experience inthe

pharmaceutical and biotechnology industries

including a 23-year career at GlaxoSmithKline

where he held numerous senior operational and

strategic roles. Hisbackground provides

international experience and a deep commercial

understanding of sustained delivery coupled with

investment appraisal and contracting. The Board

values his experience in understanding the risks

and opportunities present in these industries.

› Peter has 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

Previous external appointments

› Sosei Group Corporation: Chief Executive Officer

(2010-2018)

› Syngene International: Chief Executive Officer

(2010-2016)

5. Keith Humphreys

Independent Non-Executive

Director

Appointed to the Board

November 2023

Skills and experience

› Keith has over 30 years of experience in the field of

clinical psychology and substance use disorders.

He was 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 his services

to science and policy on addiction

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

Previous external appointments

› None

6. Jerome Lande

Non-Executive Director

Appointed to the Board

March 2021

Skills and experience

› Jerome has over 20 years of experience as a

professional investor, including substantial

investing in medical device, pharmaceutical and

healthcare services companies. He currently serves

as Deputy Chief Investment Officer for Scopia

Capital Management. Jerome co-founded

Coppersmith Capital Management, where he was

managing partner and portfolio manager until it

combined with Scopia in 2016.

› MCM Capital Management, LLC: Partner (1998-2011)

› Forest City Realty Trust, Inc.: Board Director

› BA from Cornell University

Other current appointments

› CONMED Corporation: Board Director

› Itron Inc.: Board Director

9 10

7 8

7. Joanna Le Couilliard

Independent Non-Executive

Director

Appointed to the Board

March 2021

Skills and experience

› Jo was appointed a Non-Executive Director in

March 2021 and Chair of the Remuneration

Committee in October 2023. She is a healthcare

industry veteran with 25years’ healthcare

management experience gained in Europe, the U.S.

and Asia. Much ofher 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.

› Jo is a Chartered Accountant holding an ACA from

the Institute of Chartered Accountants and holds 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

› NIOX Group plc: Non-Executive Director, Chair of

Audit & Risk Committee

Previous external appointments

› Alliance Pharma plc: Non-Executive Chair, Chair of

Nomination Committee (2018-2024)

› Cello Health PLC: Non-Executive Director

(2018-2020)

› Duke NUS Medical School in Singapore:

Non-Executive Director (2013-2016)

› Frimley Park NHS Foundation Trust: Non-Executive

Director (2009-2012)

› BMI Healthcare: Chief Operating Officer (2006-2008)

8. Barbara Ryan

Independent Non-Executive

Director

Appointed to the Board

June 2022

Skills and experience

› Barbara was 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. Barbara 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.

Other current appointments

› Ernst & Young: Senior Advisor

› INVO Bioscience, Inc (NASDAQ: INVO)

› MINK Therapeutics, Inc (NASDAQ: INKT)

9. Mark Stejbach

Independent

Non-Executive Director

Appointed to the Board

March 2021

Skills and experience

› Mark has over 30 years of experience in biotech

and pharmaceuticals, including senior roles in a

range ofcommercial functions including marketing,

sales, economic affairs, managed care and finance.

Mark most recently 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.

Current external appointments

› None

Previous external appointments

› Flexion Therapeutics, Inc.: Non-Executive Director

(2016-2021)

› EIP Pharma Inc.: Senior Commercial Advisor

(2019-2020)

› Alkermes plc: Senior Vice President and Chief

Commercial Officer (2012-2018)

› Tengion, Inc.: Chief Commercial Officer (2008-2012)

Board Committee

membership key

Committee Chair

Audit & Risk Committee

Compliance, Ethics &

Sustainability Committee

Nomination Committee

Remuneration Committee

Science Committee

10. Juliet Thompson

Senior Independent Director

Appointed to the Board

March 2021

Skills and experience

› Juliet was appointed as Chair of the Audit & Risk

Committee in May 2021 and as Senior Independent

Director in October 2023. She has over 30 years of

finance, banking and board experience with

significant focus in the healthcare sector. Juliet is a

proven FTSE 250 audit chair and a former

investment banker who has spent her career

advising pharmaceutical and biotech companies.

› Juliet played a leading role in setting up Code

Securities, an investment banking firm focusing on

the healthcare sector, which was later acquired by

Nomura (becoming Nomura Code). At Nomura

Code, Juliet was a member of the Board and head

of corporate finance. As Managing Director, she

worked on over 50 transactions including IPOs,

secondary offerings, private placements and M&A.

› Juliet holds a BSc in Economics from the University

ofBristol and is a Chartered Accountant holding an

ACA fromthe Association of Chartered Certified

Accountants.

Current external appointments

› Novacyt S.A.: Non-Executive Director, Chair of Audit

Committee

› OrganOx Limited: Non-Executive Director, Chair of

Audit Committee

› Angle PLC: Non-Executive Director, Chair of Audit

Committee

Previous external appointments

› Stifel: headed up the life sciences where she

advised CEOs and CFOs in the healthcare sector

(2013-2015)

› Vectura plc: Non-Executive Director (2017-2021)

› GI Dynamics: Non-Executive Director (2017-2020)

Governance Indivior Annual Report 2023

Executive Committee

1. Mark Crossley

Chief Executive Officer

See biography on [page 70].

2. Ryan Preblick

Chief Financial Officer

See biography on [page 70].

3. Jeff Burris

Chief Legal Officer

Skills and experience

› 25+ years

› Over 15 years as head of the legal function

atvarious life sciences companies

Key previous roles

› Arbor 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: Leadership Professional in Ethics

andCompliance

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. Jon Fogle

Chief Human Resources Officer

Skills and experience

› 25+ years

› Senior certified professional in human resources

Key previous roles

› Reckitt Benckiser Pharmaceuticals Inc.:

Global Human Resources Director

› Reckitt Benckiser Pharmaceuticals Inc.:

Human Resources Director for the U.S.

› Capmark Finance (formerly GMAC Commercial)

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

64 5

1 2 3

7. Kathryn Hudson

Company Secretary

Skills and experience

› Over 20 years of experience as a Company

Secretary and Chartered Governance Professional

› Fellow of the Chartered Governance Institute

› Kingfisher PLC: Company Secretary (2012-2015)

› Senior Company Secretarial positions

at Burberry Group PLC and ICAP PLC

Other current appointments

None

8. 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

9. 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

10. Vishal Kalia

Chief 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 10

Executive Committee

membership key

Compliance Committee

SEC Disclosure Committee

Sustainability Committee

U.K. MAR Disclosure Committee

Low res – TBU

Governance Indivior Annual Report 2023

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.

Chair

The Chair leads the Board and is responsible for ensuring its overall effectiveness. He 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 Senior 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.

Senior Independent

Director

The Senior 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

judgement, oversight and

constructive challenge

to the Executive

Directors, holding

their performance to

account against agreed

performance objectives.

Chief Financial

Officer

The Chief Financial

Officer is responsible

for overseeing financial-

related activities

including the

development of

financial strategies,

financial reporting,

audit and risk. He

attends all Audit & Risk

Committee meetings.

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.

Remuneration

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 [X] to [X].

SEC Disclosure

Committee

Comprises key functional

leaders, including, but

not limited to,

representation from

finance, investor

relations and

legal functions.

Meets as necessary

nd 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 & Compliance

Officer. The meetings

are attended by the

independent Compliance

Expert to the Board.

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 U.K. FCA’s

Disclosure Guidance and

Transparency Rules.

Sustainability

Committee

Comprises all

members of the

Executive Committee

and is co-chaired by the

Chief Strategy Officer

and Chief Manufacturing

& Supply Officer.

Meets quarterly

and has responsibility

for the development,

implementation

and monitoring of

the Group’s

sustainability strategy.

Corporate Governance

Executive Committees

Principal Board Committees

Compliance with the 2018 U.K.

Corporate GovernanceCode

The 2018 U.K. Corporate

Governance Code, published by the

Financial Reporting Council (the

“Code”), 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. The Group

has a comprehensive range of policies

and procedures in place to ensure

that it is well managed, with effective

oversight and controls.

The Board is supportive of the

standards set by the Code and

is committed to high standards

of corporate governance.

This Governance Report describes

how the Board has applied the

Principles of the Code.

The Board is pleased to report that

in 2023 it was in full compliance

with the provisions of the Code.

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 and, in within that context, the plans to support and further diversity.

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.

Governance Indivior Annual Report 2023

Board and Committee attendance

Directors are expected to attend all Board meetings, except for in exceptional circumstances. The Board met six times

during the year in accordance with its scheduled meeting calendar. Of these meetings, four were held in person (two in the

U.S. and two in the U.K.) and two by video conference. In addition, the Board met a further seven times by video conference

to consider other matters, including financial results and theGroup’s legacy antitrust multi-district litigation.

Board and Committee attendance 2023

Independent

Date appointed to

the Board Board Audit & Risk

Nomination &

Governance

2,3

Compliance,

Ethics &

Sustainability

Remuneration Science

Graham Hetherington n/a November 2019 13/13 – 5/5 1/1 5/5 –

Peter Bains Yes August 2019 11/13

– – – 5/5 6/6

Mark Crossley n/a February 2017 13/13 – – – – –

Dr. Keith Humphreys

Yes November 2023 2/2 – – 1/1 – 1/1

Jerome Lande No March 2021 12/13

– 4/5 1/1 – –

Joanna Le Couilliard Yes March 2021 12/13

7/7 – – 5/5 –

Ryan Preblick n/a November 2020 13/13 – – – – –

Barbara Ryan

Yes June 2022 12/13

7/7 – 1/1

6/6

Mark Stejbach Yes March 2021 13/13 7/7 – 1/1 – 6/6

Juliet Thompson

Yes March 2021 12/13

7/7 4/5

1/1 –

Retired Directors

Dr. A. Thomas McLellan

n/a November 2014 11/13

– 5/5 1/1 – 6/6

Lorna Parker

n/a November 2014 8/9

5/5 – 4/4 –

Daniel J. Phelan

n/a November 2014 7/9

5/5 – 4/4 –

1. On October 1, 2023, the Audit Committee was renamed the Audit & Risk Committee.

2. On October 1, 2023 the Nomination & Governance Committee was renamed the Compliance, Ethics & Sustainability Committee

and its nomination-related responsibilities were transferred to a newly formed Nomination Committee.

3. A new Nomination Committee was formed on October 1, 2023. The Nomination Committee did not meet between October 1, 2023 and

December 31, 2023.

4. From October 1, 2023 when the Nomination & Governance Committee was renamed the Compliance, Ethics & Sustainability Committee.

5. Until September 30, 2023 the Committee was called the Science & Policy Committee. On October 1, 2023, the Committee was renamed the Science

Committee and policy matters became part of the Board’s remit.

6. Dr. Keith Humphreys was appointed an Independent Non-Executive Director on November 9, 2023.

7. Barbara Ryan was appointed a member of the Remuneration Committee on October 1, 2023.

8. Dr. A. Thomas McLellan retired as a Non-Executive Director on February 29, 2024. Dr. McLellan was considered independent up to November 4,

2023 (when he reached the ninth anniversary of his appointment.

9. Lorna Parker and Daniel J. Phelan retired from the Board on September 30, 2023. They were considered independent throughout their tenures.

10. All Directors attended all scheduled Board meetings. Non-attendance relates to those Directors who were unable to attend ad-hoc Board

meetings which were called at short notice. In these cases, Directors were given the opportunity to discuss the subject matter with the Chair

ahead of the meetings and provide their feedback for consideration.

11. Juliet Thompson did not attend a Nomination & Governance Committee meeting held to consider the successor to Daniel J. Phelan as

Senior Independent Director as she had an interest in the matter to be discussed.

Corporate Governance continued

Non-Executive Director

independence

Non-Executive Director tenure

As at March 5, 2024



Independent



Not independent

86%

14%



Attended all scheduled

Board meetings in 2023

100%



Up to 3 years



3 to 6 years



6-9 years

86%

14%

Attendance

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:

Grow

SUBLOCADE®

>$1.5bn

Diversify

Revenue

Build &

Progress the

Pipeline

Optimize

Our Operating

Model

Attendees

All Directors were in attendance for the strategy day

discussions. Executive Committee members, other senior

leaders and external speakers including a physician,

corporate brokers, a sell-side analyst and advisors

attended for parts of the session as appropriate. The

external speakers provided their perspectives and gave

their input on addressing patients’ needs, external

perceptions of Indivior and the evolution of the biopharma

market.

What the Board considered

How Indivior is viewed in the market and impact of

legacy legal issues on stock valuation, macro trends

affecting the biopharma industry, a presentation on work

undertaken by management to develop a deeper

understanding of addiction and the complex challenges

faced by SUD patients in seeking treatment and staying

in recovery, and progress against strategic priorities.

Outcomes

The Board concluded that the four strategic priorities

remain appropriate and have the potential to promote

the long-term success of the Company. Continuing to

drive towards our goal of SUBLOCADE net revenues of

>$1.5bn remains a key priority and this will be supported

by continuing to break down barriers to treatment and

expanding access to treatment within the OHS

environment, including the U.S. justice system. The need

to focus on new pipeline projects that could provide

material revenue contribution in the long term is critical

to the Group’s long-term success. Within the boundaries

of the Group’s key strategic priorities, it was agreed that

management would explore the development of a more

holistic approach to treating addiction towards recovery

and this will be explored in greater depth in 2024.

Read more on our strategic priorities on pages [X] to [X].

2023 Annual strategy day

In September 2023, the Board held its annual strategy

day. Ahead of this, the Chief Strategy Officer, who was

appointed to the newly-created role in February 2023, had

one-to-one briefings with the Chair and Non-Executive

Directors to gather their inputs and feedback and to

develop the agenda and content for the day.

2023 Strategic highlights

Month Highlight

Link to

strategy

January

— –

February

Completed 2

$100m share

repurchase program

March

Completed the purchase of Opiant

Pharmaceuticals, Inc.

April

— –

May

U.S. FDA approval of OPVEE

June

Additional U.S. listing on Nasdaq

Global Select Market

Reached agreement with States

and the District of Columbia in

the Antitrust MDL

July

Continued focus on growth of

SUBLOCADE, resulting in increase to

FY 2024 guidance

August

Reached agreement with

end payors in the Antitrust MDL

Executed agreement with C4X

Discovery to take full ownership

of INDV-2000

September

Approved changes to Board

Committee structure

October

Reached agreement with direct

purchasers in the Antitrust MDL

Launched OPVEE

Entered exclusive licensing

agreement with Alar Pharmaceuticals

to secure global rights to its portfolio

in connection with ALA-1000

November

Completed the acquisition of

a manufacturing facility

Commencement of 3

$100m

share repurchase program

Awarded contract by BARDA

with a value of up to $110m

December

– –

Governance Indivior Annual Report 2023

Principal activities undertaken by the Board in 2023

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 [X] to [X].

Matters

considered Board action

Purpose,

values and

culture

– The Board reviewed and discussed the results of the 2023 employee Culture Survey and noted the highest

participation rates to date. The Chief Human Resources Officer attended the July Board meeting to provide

insights from the survey. The results demonstrated how employees have embraced their ownership of culture.

Further information can be found on page [X].

– Daniel J. Phelan, the Non-Executive Director with responsibility for workforce engagement, provided feedback to

the Board on the employee engagement event he led with members of the Culture and Inclusion Champions

Network. This event was also attended by Jo Le Couilliard and Mark Stejbach as part of their induction as

designated Non-Executive Directors for workforce engagement. Further information can be found on page [X].

Strategy

and risk

assessment

– The Board held a strategy day session in September 2023. Further information can be found on page [X].

– The Board received regular updates on the acquisition and subsequent integration of the Opiant

Pharmaceuticals business following its acquisition in March 2023. Further information can be found on page [X].

– The Board received regular updates on the anticipated timetable for the U.S. FDA review of OPVEE, part of the

acquired Opiant portfolio, and the plans for its commercialization and launch in the U.S. following its approval

Further information can be found on page [X].

– The Board considered various business development opportunities to further build the pipeline in line with its

strategic priorities; this included securing global rights to ALA-1000, potentially the first three-month long-

acting injectable for OUD, and taking full ownership of INDV-2000, potentially a non-opioid treatment for OUD.

Further information can be found on page [X].

– The Board reviewed and monitored the preparedness for the additional U.S. listing, which became effective in

June 2023. It reviewed and approved the legal and governance documentation needed to effect the listing

including documents to be filed with the U.S. Securities & Exchange Commission, the appointment of a transfer

agent, the termination of the ADS program and updates to the Group’s share dealing code.

– The Board approved the entry into mediation discussions and proposed settlements with the plaintiffs in the

legacy antitrust multi-district litigation. Further information can be found on page [X].

– The Board reviewed, with counsel, the Group’s litigation and legal strategy.

– The Board approved the acquisition of an aseptic manufacturing facility in Raleigh, North Carolina to secure

long-term production and supply of SUBLOCADE and PERSERIS. This acquisition completed in November 2023.

Further information can be found on page [X].

– The Board undertook a robust assessment of the Company’s emerging and principal risks. Further information

can be found on page [X].

Further information regarding the Group’s approach to risk management, including the management of its principal

and emerging risks, can be found on pages [X] to [X].

Financial

and

operational

performance

– The Board received an update on the operational performance of the business at each scheduled meeting.

– The Board received updates from the Chief Manufacturing & Supply Officer regarding the Group’s supply chain,

the processes in place to ensure continuous supply and plans to increase the supply of SUBLOCADE and

PERSERIS in line with projected increases in demand.

– The Board reviewed the Group’s use of capital and approved the implementation of a further $100m share

repurchase program, which commenced in November 2023. Further information can be found on page [X].

Financial

reporting

and internal

controls

– The Board reviewed and approved the FY 2022 preliminary announcement, the 2023 Q1 results announcement,

the 2023 half-year results announcement and the Q3 2023 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.

Corporate Governance continued

Matters considered Board action

Financial

reporting and

internal controls

continued

– Supported by the Audit & Risk and Disclosure Committees, the Board reviewed the 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. Please also refer to the Viability Statement on page [X]

and the Statement of Directors’ Responsibilities on page [X] for further information.

– Supported by the Audit & Risk Committee, a request was submitted to the U.K. Financial Reporting

Council (FRC) for a two-year extension to PwC’s audit engagement. The FRC approved the

application which means that PwC will continue as the External Auditor until December 31, 2025.

For more information see page [X].

– 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 any significant internal audit findings in 2023, can be found on pages [X] to [X].

Board

composition and

succession

planning

– The Board approved the appointment of Dr. Keith Humphreys as an Independent Non-Executive

Director in November 2023. Keith was also appointed as a member of the Compliance, Ethics &

Sustainability Committee, Nomination Committee and Science Committee.

– The Board approved changes to the structure of its Committees as well as changes to some of the

Committees’ membership. Further information on these changes can be found on page [X].

– In all of the above cases, the matters were recommended to the Board by the Nomination

Committee. All matters discussed by the Nomination Committee were summarized to the Board

for consideration or approval. Further information regarding those items discussed can be found

on pages [X] to [X].

Governance and

compliance

– The Board, supported by the Nomination & Governance Committee (now the Compliance, Ethics &

Sustainability Committee), reviewed the continued progress of the Group’s Global Integrity &

Compliance Program and approved the submission of the Annual Board of Directors’ Resolution as

required by the U.S. Department of Justice (“DOJ”) Resolution Agreement.

– The Board approved changes to the Group’s Code of Conduct to support the evolution of social

media activities.

Ethics and

sustainability

– The Board received updates on Indivior’s ESG and sustainability strategy and noted in particular

the detailed work plan developed for 2023 which included initiatives against the E, S and G pillars

as well as the program of direct engagement with investors and ESG ratings agencies to increase

the understanding and accuracy of Indivior’s risk management and positive social impact.

– The Board received an ESG regulatory update from an external expert which considered

the current regulatory landscape, ESG trends, industry expectations and how Indivior

compares to its peers.

– The Board, supported by the Nomination & Governance Committee (now the Compliance,

Ethics & Sustainability Committee), reviewed and approved the Group’s Modern Slavery Statement,

a copy of which can be found on www.indivior.com.

– The Board reviewed and approved the disclosures against the TCFD framework for

inclusion in the 2022 Annual Report. Please refer to the Task Force on Climate-related Financial

Disclosures of the Managing our Business Responsibly section on page [X] for more information

on activities during 2023.

Stakeholder

engagement

– Mark Stejbach, Non-Executive Director, accompanied a Clinical Liaison for a day in the field visiting

HCPs who treat patients with SUBLOCADE and provided feedback to the Board on his observations.

– The Board took part in a Q&A session with a physician as part of gathering stakeholder insights at

its annual strategy day.

– The Chief Executive Officer and Chief Financial Officer provided an update on feedback from

investors following each quarterly results announcement.

– 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 analyst.

– The Board agreed to extend its Relationship Agreement with Scopia Capital Management LP

and extend Jerome Lande’s tenure as a Non-Executive Director until December 31, 2024.

Governance Indivior Annual Report 2023

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.

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 2023 Culture

Survey were presented to the Board at

its meeting in July 2023 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

excellent participation rate; of the 970

employees invited to participate, 896

(92%) completed the Survey. This was

the highest completion rate since our

first Culture Survey in 2015 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.

For all 22 behaviors, the scores

exceeded both those of previous years

and the benchmark.

Review of cultural integration

of acquired businesses

During the year, the Board received

regular updates on the Opiant

Pharmaceuticals business following its

acquisition in March 2023, which

included the cultural aspects

of the integration.

The Board recognized the importance

of ensuring that retained employees in

the Opiant business received effective

culture and compliance induction

and training.

Engagement with our Culture

and Inclusion Champions

During the year, Daniel J. Phelan, Jo Le

Couilliard and Mark Stejbach, Non-

Executive Directors, attended a session

with members of the Culture and

Inclusion Champions Network at our

Richmond site. The outcomes from that

event were discussed at the July 2023

Board meeting. For more information

on this event see page [X].

The Board believes that Indivior’s

culture is thriving. However,

notwithstanding the health of Indivior’s

culture, the Board recognizes that

embedding and monitoring culture

is an ongoing process if culture is to

remain a key competitive advantage

enabling Indivior to drive sustainable

and strategic business growth.

Recognition of Indivior’s culture

We were delighted to be awarded the

“Great Place to Work” certification for

the second time across all countries

entered: Australia, Canada, France,

Germany, Italy, Sweden, the U.K.

and the U.S. As a bonus, this year

our Great Place to Work scores have

also qualified us to be named for the

first time in theFortune Best

Workplaces in BioPharma 2023.

The “Great Place to Work” certification

utilizes company culture as the global

benchmark for measuring outstanding

employee experience, including

engagement, leadership, wellbeing and

fairness. Please refer to the Strategic

Report on page [X] for further

information on this and other external

workplace recognition.

We were also honored to be

recognized by the Richmond Times-

Despatch as Top Workplace in the

large company category as a result of

our mission to help the stigmatized

patient population.

Our Guiding Principles

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.

Corporate Governance continued

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

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 statement

set out on pages [X] to [X] of the

Strategic Report and the

“Responsibility” section on pages [X]

to [X]. 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 undertake by

the Board in 2023” section on

pages [X] to [X].

Employee engagement

As announced in February 2023, and in

anticipation of Daniel J. Phelan’s

prospective retirement from the Board

on September 30, 2023, Jo Le Couilliard

and Mark Stejbach were appointed the

designated Non-Executive Directors for

workforce engagement with effect

from October 1, 2023. Two Non-

Executive Directors were appointed to

this role as the Board wanted

representation in both the U.S. and

Rest of World region. Jo and Mark were

chosen given their willingness and

enthusiasm to take on the role.

Prior to his retirement, Dan led an

employee engagement event in the

Richmond office, where he met with

members of the Culture and Inclusion

Champions Network. The event was

also attended by Jo Le Couilliard and

Mark Stejbach as part of their

induction. At the next Board meeting,

Dan reported his findings – members of

the Champions Network had engaged

well and had reported that the wider

workforce rated highly the Group’s

focus on Diversity & Inclusion,

wellbeing and excellent benefits.

There were, however, two areas of

opportunity – enhancement of personal

development (such as the expansion

of the mentoring program) and the

development of community programs.

The July 2023 Board meeting was held

in the Richmond office which gave all

Board members the opportunity to

engage with a wide range of

employees. An invitation to have lunch

with the Board was extended to all

employees on site that day which

allowed the Non-Executive Directors

to hear employees’ views first-hand.

The Board also held a dinner with

members of the Executive Committee

and a number of their direct reports;

this allowed the Board to get a sense

of bench strength in the management

tier below Executive Committee-level.

Informal feedback was sought from

attendees after the event and

attendees reported that they felt

energized and motivated by their

contact with the Board.

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 &

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 entered into

with the U.S. Attorney’s Office for the

Western District of Virginia and the U.S.

Department of Justice’s Consumer

Protection Branch in 2020 (the

“Resolution Agreement”). Pursuant to

the Resolution Agreement, members

of the Group are subject to certain

ongoing reporting and compliance

requirements, including to the DOJ, FTC

and HHS-OIG. 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 [33].

The Chief Integrity & 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 I&C, HR or 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 (formerly the

Nomination & Governance 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 2023 program

highlights, can be found in the

“Managing Indivior’s Business

Responsibly” section on page [X].

The Remuneration Committee is

responsible for reviewing workforce

remuneration and related policies and

the alignment of incentives with

culture. Further information regarding

the Remuneration Committee’s review

in 2023 can be found on page [X].

Governance Indivior Annual Report 2023

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 2023 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.

The Group announces its financial

results on a quarterly basis, and these

were released to the LSE via an

authorized Regulatory Information

Service, and subsequently published

on the Group’s website. In addition,

and following the additional U.S.

listing, the results have also been filed

with the U.S. Securities and Exchange

Commission. Results announcements

were accompanied by a presentation

for analysts and investors from the

Chief Executive Officer, Chief Financial

Officer and other executives; these

were webcast live and archived on the

Group’s website. These presentations

included dedicated question and

answer sessions, where attendees

were invited to ask questions.

The Chair seeks engagement with

major shareholders when appropriate.

During the year, this included

engagement with Two Seas Capital LP,

the Company’s largest shareholder.

The Chair of the Remuneration

Committee also engaged with

shareholders during the year as part

of the development of the proposed

2024 Remuneration Policy.

2024 Annual General Meeting

The 2024 AGM will be held

at the Marlborough Theatre,

No. 11 Cavendish Square,

London, W1G 0AN on May 9, 2024.

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 Chair, Chief Executive

Officer and Senior Independent

Director are clearly separated and set

out in writing. Their division of

responsibilities, plus the matters

reserved for the Board and the Terms

of Reference for each principal

Committee, ensure that no single

individual can have unfettered

powers of decision-making.

At December 31, 2023, the

Board comprised the Chair, two

Executive Directors and eight Non-

Executive Directors.

The Board considers the independence

of its Non-Executive Directors annually,

based on the criteria in the Code and

following consideration by the

Nomination Committee. The Board

considers that all current Non-

Executive Directors, with the exception

of Jerome Lande, are independent.

Jerome is not considered to be

independent as he is a partner of

Scopia Capital Management LP

(“Scopia”), a significant shareholder of

the Company. There is a Relationship

Agreement in place between the

Company and Scopia to manage any

conflicts of interest that arise from

Jerome’s connection with Scopia.

This Agreement was amended during

the year, as part of which, Jerome’s

tenure was extended for a further year

to December 31, 2024. More information

on the Relationship Agreement can be

found on page [X].

During the period from November 4,

2023, when he reached the end of his

third three-year term, up to his

retirement from the Board on February

29, 2024, the Board considered that Dr.

Tom McLellan was not independent.

Graham Hetherington, the Chair

of the Board, was considered to be

independent upon his appointment as

a Non-Executive Director in November

2019 and remained independent upon

his appointment as Chair of the Board

in November 2020.

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.

Corporate Governance continued

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 as

required 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.

In accordance with Provision 18

of the Code, all Directors will stand

for reappointment at the 2024 AGM.

The 2024 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.

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. Keith Humphreys

Dr. Keith Humphreys was appointed as an Independent Non-Executive

Director in November 2023. 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

Keith attended a Corporate Governance induction session, which was

delivered by external counsel and covered the role, duties and

responsibilities of a director, U.K. and U.S. legislative and regulatory

matters.

Integrity & compliance

Keith completed compliance training modules relating to Indivior’s

Code of Conduct, CIA and DOJ Compliance Measures.

Legal induction

The Chief Legal Officer provided an overview of the key litigation

matters impacting the Group.

Governance Indivior Annual Report 2023

Further information regarding the

process for the appointment of the

Chair, Executive and Non-Executive

Directors can be found in the

Nomination Committee Report

on pages [X] to [X].

Succession planning

and diversity

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 and, within

this context, are intended

to support and further diversity.

Further information regarding the

review of succession planning,

diversity and inclusion in 2023 can

be found in the Nomination

Committee Report on pages [X] to [X].

Board Committees

A key finding of our 2022 Board and

Committee performance review was

that, given the expected reduction in

size of the Board with the prospective

retirement of Daniel J. Phelan and

Lorna Parker in 2023, it would be

timely and beneficial to re-evaluate

the structure of the Board’s

Committees, their remit and

composition. We acted upon this

finding and, at our September

2023 meeting, approved the

following changes which took

effect on October 1, 2023:

– The Nomination & Governance

Committee was renamed

theCompliance, Ethics &

Sustainability Committeewith

responsibility for the oversight

of the Group’s Global Integrity

& Compliance Program and

approach to ethical, responsible

and sustainable conduct.

Mark Stejbach was appointed

as an additional member

and Chair of this Committee.

– The nomination-related

responsibilities previously

undertaken by the Nomination &

Governance Committee were

transferred to a newNomination

Committeewhich has oversight of

Board and Committee composition

and succession planning. This

Committee comprises Graham

Hetherington as Chair and all

Non-Executive Directors.

– The Science & Policy Committee was

renamed theScience Committee.

This Committee has oversight of the

Group’s R&D strategy and pipeline

development. Policy matters, which

previously fell under this

Committee’s remit, are now part

of the Board’s remit. There were

no changes to the membership

of this Committee.

– The Audit Committee was renamed

theAudit & Risk Committeeto better

reflect the role it plays in the

oversight of internal control and risk

management activities. There were

no changes to the membership of

this Committee.

– Barbara Ryan was appointed

as an additional member of the

Remuneration Committee.

We believe these changes better

support our strategic priorities and

ensure an appropriate distribution of

workload to the Board Committees

with the requisite skills and

experience. Furthermore, they allow us

to further target engagement on

sustainability matters.

Membership of all the Board

Committees can be found in the

relevant Committee reports

on pages [X] to [X].

Board performance review

2023 performance review

The Board recognizes the benefits of

undertaking a rigorous evaluation of

its own performance and that of its

Committees and individual Directors.

In 2023, the scope of the review

included considering the performance

of the Board, its Committees and

individual Directors during the year.

The objective was to conduct a

comprehensive review of all aspects of

Board and Committee effectiveness

and to consider progress made during

the year. The review was internally

facilitated by the Chair, supported by

the Company Secretary and Lintstock,

an independent consultancy.

The review comprised an online

survey, which was completed by each

Director and the Company Secretary.

The online survey focused on a

number of key areas, including Board

composition, stakeholder oversight,

purpose and culture, Board dynamics,

Board support, Board Committees,

focus of meetings, strategic oversight,

risk oversight, succession planning

and people oversight and priorities for

change. In addition, there was a survey

for each of the Board Committees.

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. This was followed by

individual meetings with the Chair

and each Director.

The review reflected that the overall

performance of the Board and its

Committees was positively rated.

The review highlighted a number

of areas of focus and/or

improvement, including:

– the importance of replacing the skill

set of Dr. A. Thomas McLellan;

– adding additional R&D, pipeline

development and addiction

sciences experience;

Corporate Governance continued

– agreement that continuing to

support the furtherance of diversity

must remain a priority;

– bringing a wider range of external

insights into the Boardroom,

including the development of a

broader understanding of key

stakeholder groups including

patients, suppliers and

healthcare professionals;

– focusing the Board’s agenda

on core strategic issues and

reducing duplication between the

Board and its Committees; and

– resolving legacy litigation issues

to create greater certainty

for shareholders.

During the remainder of the year,

the Board implemented the

following actions in response to

matters highlighted:

– Following an extensive search

process, Dr. Keith Humphreys was

appointed as an Independent

Non-Executive Director in November

2023. Dr. Humphreys is one of the

leading minds in the substance

abuse space and his research

addresses addictive disorders and

translation of science into public

policy. His appointment ensures that

the Board continues to have input

from a research and addiction

sciences perspective. Dr. McLellan

retired from the Board in February

2024 following a transition period.

– The Board remains committed

to bringing diverse external insights

into the Boardroom.

• In September 2023, a U.S.

physician attended a Board

meeting to share her perspectives

on treating patients from SUDs.

• In November 2023, Mark Stejbach

shadowed a Clinical Specialist for

a day in the field, visiting

healthcare professionals. Mr

Stejbach subsequently shared

his feedback on the day with

the Board.

• In February 2024, a patient

attended a Board meeting to

share his perspectives of his

journey from addiction

to recovery.

– In response to an outcome from

the 2022 Board and Committee

review, considered and

implemented significant changes

to the structure of the Board’s

Committees (further information

can be found on page [XX]).

– During the year, the Group settled

the legacy antitrust multi-district

litigation.

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

[X] to [X].

Further information regarding the

Group’s approach to risk management,

including the management of principal

and emerging risks, can be found

on pages [X] to [X].

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 for preparing

the Annual Report and financial

statements, set out on pages [X]

and [X].

Remuneration

Further information about our

approach to remuneration and

the role and work of the Remuneration

Committee is set out in the

Directors’ Remuneration Report on

pages [X] to [X].

Governance Indivior Annual Report 2023

Audit & Risk Committee

At December 31, 2023,

themembership of the Committee

was as follows:

– Juliet Thompson (Chair)

– Joanna Le Couilliard

– Barbara Ryan

– Mark Stejbach

Details of attendance at Committee

meetings can be found on page [XX]

Members and meetings

Throughout the year, Juliet Thompson

and Jo Le Couilliard 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 Code. Further information on

the skills, expertise, and experience of

the Committee members can be found

on pages [XX] to [XX].

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 Terms of Reference at

the Group’s expense.

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 Code

on page [XX].

On October 1, 2023, the Audit

Committee was renamed the

Audit & Risk Committee to better

reflect the role the Committee

plays in the oversight of the

Group’s internal controls and risk

management activities.

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 2024 will bring.

Juliet Thompson

Chair of the 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, 2023.

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, focused 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

assumption, the viability statement,

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 [XX].

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 assumption 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

effectiveness of corrective action

taken by management. Further

information is set out on pages

[XX] to [XX].

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 can be

found on page [XX].

– 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 it considers the

audit contract should be put out to

tender. Further information is set

out on pages [XX] to [XX].

– 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 Terms of Reference

are available to view on the Company’s

website at www.indivior.com.

Governance Indivior Annual Report 2023

Activities during

theyear

The Committee has an annual

work plan 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 seven

times during the year and

considers that it met with

sufficient frequency to enable it

to discharge its duties effectively.

Details of the principal matters

discussed during the year are set

out below.

Financial oversight and

reporting

– The Chief Financial Officer

provided an update 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.

– Matters relating to going

concern, with supporting

analysis, were reviewed

throughout the year.

– 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 a treasury

operations update, including the

application of the Group Treasury

Investment Policy. In November

2023, 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.

– Reviewed a preliminary draft of the

2024 financial plan.

– Received a presentation on U.S.

Gross-to-Net margin analysis from

the 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 Form 20-F

Registration Statement

prior to filing with the U.S.

Securities and Exchange

Commission (“SEC”).

– Reviewed and approved

updates to the Group’s policies

regarding Non-GAAP Measures

and reviewed new Malus &

Clawback requirements.

– The Committee met privately

with the Chief Financial

Officer following each

scheduled meeting.

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 and SEC

Disclosure Committees,

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 assumption and

viability statement to be

included in the Annual Report

and Accounts.

– Considered and approved

management’s assessment of

the Group’s prospects and

longer-term viability. The

viability statement can be

found on page [XX].

Audit & Risk Committee continued

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 can be found

on pages [XX] to [XX].

– 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.

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 2023 and reviewed and

approved the 2024 internal audit

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 the additional

processes and controls developed in

readiness for compliance with the

U.S. Sarbanes-Oxley Act (“SOX”).

– 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, which was

externally facilitated.

– 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 2023

as well as the external audit plan

for 2023.

– Considered accounting and audit

matters from the External Auditor’s

reports issued throughout the year.

– 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 non-audit fees.

– The annual quality assessment of

the External Auditor was undertaken

and reviewed by the Committee (see

page [XX]).

– Oversaw management’s audit tender

process for the 2024 year-end audit.

Further information regarding the

audit tender process can be found

on page [XX].

– 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 &

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 November

2023 and is expected to be

completed no later than

August 30, 2024.

– Reviewed the Group’s

insurance program and made

various recommendations

regarding the 2023/24 renewal

planning process.

– Reviewed the Directors’ &

Officers’ Insurance program for

the Group and recommended

an expansion of coverage

concurrent with the additional

U.S. listing.

– The Committee had oversight

of ongoing work related to the

additional U.S. listing,

including preparations for

compliance with SOX and

ensuring that reports and

information received were

developed to reflect the

move towards additional

governance requirements.

The Terms of Reference for the

Committee were reviewed and

amendments were approved by

the Board.

Matters relating to Climate-

Related Financial Disclosures are

detailed on pages [XX] to [XX].

Governance Indivior Annual Report 2023

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:

Going concern

– The Group regularly prepares an

assessment detailing available

resources to support the going

concern assumption and the

long-term viability statement. These

assessments also consider ongoing

compliance requirements with

respect to the Corporate Integrity

Agreement and provisions relating

to litigation and IP-related claims

and other legal settlements,

including the DOJ. These

assessments underpin

management’s analysis of the

sufficiency and adequacy of future

funding requirements, detailing

sufficiency of the Group’s liquidity

over possible near-term trading and

litigation outcomes.

– Cash outflows both during and after

the going concern period under

different forecasting scenarios were

assessed by the Committee. To

assist, management provided

detailed financial planning analyses

detailing sufficiency of the Group’s

liquidity over possible near-term

trading and litigation outcomes and

payments under agreed settlements.

Against this background, the

Committee considered the Group’s

flexibility to deploy cash back into

the business and return cash to

shareholders through the share

repurchase program.

– The Committee assessed the current

trends and net revenue forecasts for

the Group’s business worldwide

including reasonably possible

downside scenarios for SUBLOCADE

and SUBOXONE Film.

– The Committee continued to review

and challenge management

regarding accounting processes to

support management's litigation

strategy, including changes to the

strategy adopted, such as entering

into a settlement agreement in

respect of multi-district antitrust

claims, and to ensure the

accounting is consistent with the

adopted strategy.

– The Committee was supportive of

management’s decision to recognize

a material uncertainty in the second

quarter of 2023 related to the

outcome of the multi-district

antitrust cases. The Committee

agreed that entering into the

settlement agreement with the

remaining plaintiffs in the multi-

district antitrust cases in the third

quarter of 2023 resolved the

material uncertainty.

– The Committee approved the

disclosures in relation to both the

going concern and viability

assessment and recommended to

the Board the preparation of the

financial statements under the going

concern basis.

Viability statement

– Following on from the going concern

assessment, the Committee

assessed the prospects and

challenges facing the Group. The

Committee considered scenarios

that could impact future financial

projections and the ability of the

Group to remain viable.

– The Committee discussed with

management the dependencies on

which the viability statement was

reliant, which included, amongst

other items, the future growth of

SUBLOCADE and PERSERIS, payment

of existing liabilities and debts as

they come due, the Group’s overall

legal strategy associated with

remaining litigation matters and

expectations for the Group’s

base business.

– The Committee reviewed

management’s business plan

including net revenue and cash flow

forecasts and the possible use of

cash reserves during the

viability period.

– The Committee probed

management’s business strategy

and judgment regarding the

execution and continued annual net

revenue growth for SUBLOCADE,

management of litigation risk, the

building and progression of a new

product pipeline, and the

diversification of net revenue

through product offerings, including

PERSERIS and OPVEE, and Rest of

World geographic growth outside

the U.S. These financial risks and

operational considerations were

considered by the Committee the

most immediate and significant

considerations in delivering the

Group’s strategic priorities and

remaining viable.

– The Committee discussed the

appropriate timeframe applicable

for the Group over which to make

the viability statement. The

Committee agreed that a four-year

period remains an appropriate

timeframe over which to make the

viability statement. While the

Committee has no reason to believe

that the Group will not be viable

over a longer period, a four-year

period allows the Directors to make

a viability statement with reasonable

confidence while providing

shareholders with an appropriate

longer-term outlook.

– Based on the Committee’s

assessment of the Group’s

prospects, management’s approach

to the challenges facing the

business, including appropriate and

detailed financial disclosures in the

Annual Report and Accounts

referencing possible scenarios that

could impact the Group’s viability

during the assessment period, the

Committee agreed there was a

reasonable expectation that the

Group will be able to continue to

operate and meet its liabilities as

they fall due over the next four

years. Further information on the

Group’s principal risks, including the

viability statement, are detailed on

pages [XX] to [XX].

Audit & Risk Committee continued

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. The Committee discussed the

uncertainty and potential outcome of

ongoing litigation matters the Group

faced in order to support judgments

taken by management regarding

maintaining provisions and/or

contingent liabilities, which represent

the best estimate of potential

outcome. The Committee considered

management’s conclusion related to

the resolution of a material

uncertainty related to the outcome of

the multi-district antitrust claims

involving the Group, which was

recognized earlier in the year.

Accruals for returns, discounts,

incentives, and rebates were also

discussed with the Committee.

Further information can be found in

Notes [2] and [23] to the Group

financial statements.

Management’s growth forecasts for

both SUBLOCADE and PERSERIS were

also considered by the Committee in

conjunction with the cash flows

utilized for going concern, viability,

and inventory and other asset

impairment and recoverability

judgments. The Committee considered

the judgments and estimates

management used in their impairment

assessment in respect of intangibles

acquired during the year, specifically

related to the Opiant acquisition.

Given that certain matters disclosed in

the Annual Report and Accounts are

highly judgmental, 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 2023 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, and understandable and

provides the information necessary for

shareholders to assess the Group’s

position and performance, business

model, and strategy.

Global events, including the continuing

Russian invasion of Ukraine and the

Israel-Hamas conflict, 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 2022

preliminary results announcement, the

2022 Annual Report and Accounts, the

2023 half-yearly and quarterly financial

results. Further, as at the date of this

report, the Committee also reviewed

the FY 2023 preliminary results

announcement, and this 2023 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.

Governance Indivior Annual Report 2023

Internal Audit

Indivior Audit Services, which reports

functionally to the Committee,

provides independent 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 SOX

control framework. 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 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 control systems are in place

in relation to the Group’s financial

reporting processes for preparation of

consolidated accounts. Accordingly,

the Committee confirms that 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 period, 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. The additional U.S. Listing

exposes the Group’s internal control

environment to an enhanced audit

regime in future years. The Committee

is cognizant of the increasing level of

detail in documenting control

procedures, in particular relating to

the definition and precision of certain

controls, including entity level

controls, management review

procedures, and oversight of external

specialists. The Committee will

continue to monitor sufficiency of the

control environment to meet

regulatory requirements.

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.

Audit & Risk Committee continued

100

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 and 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 2023

Annual Report and Accounts. 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.

Misstatements

Throughout the year, management

reported to the Committee that

they were not aware of any

material 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 2023.

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 was led

by James Connolly (U.S. Audit Partner)

for the 2023 year-end. For the period

beginning January 1, 2024, Alison

Mount (U.S. Audit Partner) will take

over the responsibilities of leading the

U.S. External Audit team. 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 at least twice a 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 2023.

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 and

variations from it;

– 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 Committee also monitors audit

effectiveness by reviewing the Audit

Quality Implementation reports

published by the United Kingdom

Financial Reporting Council (“FRC”),

with particular reference to the FRC

2022/23 Audit Quality Inspection and

Supervision report into the largest U.K.

audit firms, published in July 2023. 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

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

work undertaken by the External

Auditor in relation to the additional

U.S. Listing.

101

Governance Indivior Annual Report 2023

The results were discussed with the

Committee and the External Auditor at

the Committee meeting held in

February 2024. 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.

During the year, the External Auditor

challenged management’s judgments

and assertions regarding:

– contingent liabilities and the value

of the provisions recognized in

respect of the outstanding litigation

matters and the conclusions around

the recognition and resolution of a

material uncertainty during the year;

– U.S. sales rebate adjustments and

accruals; and

– focus on management’s forecasts

used to support going concern, asset

recognition, 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.

Any decision to open the external

audit to tender would be taken on the

recommendation of the Committee. To

date, there are no contractual

obligations that restrict the Group’s

current choice of External Auditor. PwC

has completed their tenth year as

External Auditor to the Company.

Further information on the audit

tender process carried out during the

year can be found on page [x].

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

Terms of Reference, which are

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 their

independence.

Audit & Risk Committee continued

102

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 non-audit fees

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

engagements that have already been

pre-approved by the Committee.

Total fees charged by the External

Auditor during the year were $6.0m

(2022: $6.4m; 2021: $3.6m), comprising

$5.2m (2022: $3.6m; 2021: $2.7m) for

audit services and $0.8m (2022: $2.8m;

2021: $0.9m) 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 42%.

In conclusion, taking into account the

nature of the Group’s Provision of

Non-Audit Services Policy, the

Committee was satisfied that 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

2024. PwC has completed their tenth

year as External Auditor to the

Company. Pursuant to current

regulatory provisions, the external

audit contract would ordinarily be put

out to tender at least every 10 years.

As noted in the 2022 Annual Report

and Accounts, the Committee had

determined that it was in the best

interests of shareholders to undertake

a competitive tender of external audit

services for 2024. Management, with

oversight by the Committee, sought to

initiate a competitive tender process

in 2023 for the 2024 year-end audit.

Following engagement with six

accounting firms, only one, the

incumbent firm, submitted a proposal

in response to the audit tender. The

Committee was therefore unable to

identify first and second choice

candidates for appointment in respect

of its 2024 audit.

Accordingly, the Group applied to the

FRC for an extension of the audit

engagement of the External Auditor for

a further two years. The FRC approved

the Group’s application in August 2023,

and the Group intends to carry out a

tender process for the 2026 year-end

audit. The Committee has concluded

that a competitive tender for the 2026

year-end audit is in the best interests

of the Company’s shareholders as it

will 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.

Compliance with the CMA Order

The Company continues to comply

with the Statutory Audit Services for

Large Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Committee

Responsibilities) Order 2014 for the

financial year under review.

Juliet Thompson

Chair of the Audit & Risk Committee

March [XX], 2024

103

Governance Indivior Annual Report 2023

Nomination Committee

At December 31, 2023,

themembership of the Committee

was as follows:

– Graham Hetherington (Chair)

– Peter Bains

– Joanna Le Couilliard

– Dr. Keith Humphreys

– Jerome Lande

– Dr. A. Thomas McLellan

– Barbara Ryan

– Mark Stejbach

– Juliet Thompson

Details of attendance at Committee

meetings can be found on page [XX]

this Committee was formed on

October 1, 2023, when it took over

the nomination-related

responsibilities of the Nomination &

Governance Committee (which was

renamed the Compliance, Ethics &

Sustainability Committee).

This means that we now have a

committee dedicated to nomination-

related matters and whose

membership comprises all the

Non-Executive Directors and myself as

Chair. We also now have a separate

committee – the Compliance, Ethics &

Sustainability Committee – dedicated

to the oversight of the Group's Global

Integrity & Compliance Program and

approach to ethical, responsible and

sustainable conduct.

This report provides an insight into the

activities of both of these Committees

during the year in so far as they

related to nomination-related matters.

These, and the Committee’s other

activities during the year, are

described more fully in this report.

Graham Hetherington

Chair of the Nomination Committee

During the year, the Committee played

a key role in the search process for a

successor to Dr. A. Thomas McLellan

who reached the end of his nine-year

term of office in November 2023. Given

Tom’s specific skill set and extensive

background in addiction sciences, this

was an important role to fill.

Following that search process, we were

pleased to announce in November the

appointment of Dr. Keith Humphreys

with immediate effect. With over 30

years of experience in the field of

clinical psychology and substance

use disorders, Keith will be a

tremendous asset as we continue to

focus on our purpose of bringing

science-based, life-transforming

treatments to patients

Also during the year, we made some

important changes to our Board

Committee structure to better align

and support the Group’s key strategic

priorities. As part of these changes,

On behalf of the Board, I am pleased to present the Nomination

Committee Report for the financial year ended December 31, 2023.

104

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 Terms of Reference, and has

authority to appoint search

consultants and other advisors

at its discretion.

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. In doing so, the

Committee has regard to the

diversity of skills, knowledge,

experience, expertise, gender,

social and ethnic backgrounds,

and cognitive and personal

strengths of individual Board and

Committee members.

– 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 positions, and

ensuring that these support the

development of a diverse pipeline

for succession.

Conflicts of interest

– Reviewing and evaluating additional

external appointments for the

Directors of Indivior PLC and

members of the Executive

Committee and conflicts of interest

notified by Directors, and making

recommendations to the Board.

Corporate governance

– Keeping under review the Group’s

compliance with the 2018 U.K.

Corporate Governance Code and

related U.K. corporate governance

regulatory requirements, and

monitoring external corporate

governance developments.

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.

External appointments

In accordance with Provision 15 of the

2018 Code, the Company’s External

Appointments Policy requires that the

Directors of Indivior PLC receive

approval from the Board prior to

accepting an external appointment.

In reviewing an additional

appointment, consideration will be

given to the Director’s 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 non-executive

appointment subject to the approval

of the Executive Committee. The

Executive Directors do not hold any

external directorships.

105

Governance Indivior Annual Report 2023

– The Committee also considered

the membership of each Board

Committee given the anticipated

departures of Lorna Parker and

Daniel J. Phelan in September

2023, and to ensure that the

membership of each Board

Committee supported any

new structure.

The Committee recommended to

the Board the following changes

which were approved by the

Board in September 2023

and implemented effective

October 1, 2023:

– The Nomination & Governance

Committee was renamed the

Compliance, Ethics &

Sustainability Committee with

responsibility for the oversight

of the Group's Global Integrity

& Compliance Program and

approach to ethical,

responsible and sustainable

conduct. Mark Stejbach was

appointed as an additional

member and Chair

of this Committee.

– The nomination-related

responsibilities undertaken by

the Nomination & Governance

Committee were transferred

to a new Nomination

Committee with oversight of

Board and Committee

composition and succession

planning. All Non-Executive

Directors were appointed to

this Committee and Graham

Hetherington was appointed

as Chair.

– The Science & Policy

Committee was renamed the

Science Committee. This

Committee has oversight of the

Group's R&D strategy and

pipeline development. Policy

matters, which previously fell

under this Committee's remit,

are now part of the Board's

remit. There were no changes

to the membership

of this Committee.

The Committee engaged Russell

Reynolds, an external search

consultancy, to assist with the

search process. Russell Reynolds do

not have any other connection with

the Group or any individual Director.

Following the development of a

diverse candidate list, a number of

candidates met with Non-Executive

Directors virtually. Following these

meetings, two candidates were

shortlisted and both met with the

Chair, Chief Executive Officer, Chief

Scientific Officer and Committee

members. The Committee

subsequently agreed to recommend

to the Board the appointment

of Dr. Keith Humphreys OBE, PhD

as an Independent Non-Executive

Director. Keith is one of the leading

minds in the substance abuse

space and his research addresses

addictive disorders and translation

of science into public policy.

– The Committee considered the

re-appointment of Dr. Tom McLellan

who was due to reach the end of his

third three-year term in November

2023. Noting the benefits of Tom

remaining on the Board to ease

a smooth transition to his successor,

the Committee recommended to the

Board that he be re-appointed for a

further one-year term. The

Committee noted that, for the

purpose of the 2018 U.K. Corporate

Governance Code, Tom would no

longer be considered independent

once he reached the ninth

anniversary of the date of his

first appointment.

Board Committee structure

and composition

– The Committee reviewed the

existing Board Committee structure

to ensure that it fully aligned

and supported the Company’s key

strategic priorities. A number of

opportunities were identified to

better utilize the Committees’

time, reduce duplication and

refine the remit and focus of each

Board Committee.

Nomination Committee continued

Activities during theyear

During the year, the Committee

considered, among other items,

the following matters:

Succession planning

Non-Executive

– In anticipation of the retirement

of Daniel J. Phelan on September

30, 2023, the Committee

considered succession for the

roles of Senior Independent

Director, Chair of the

Remuneration Committee and

designated Non-Executive

Director for workforce

engagement. The Committee

agreed that there were a number

of potential candidates among

serving Directors and therefore

recommended to the Board

that an external search was

not necessary.

Members of the Committee met

separately with internal

candidates and provided their

feedback on those meetings to

the Committee. The Committee

agreed to recommend the

appointment of Juliet Thompson

as Senior Independent Director,

Jo Le Couilliard as Chair of the

Remuneration Committee and Jo

Le Couilliard and Mark Stejbach

as the designated Non-Executive

Directors for workforce

engagement, all effective

October 1, 2023.

– The Committee oversaw the

search process for a new

Non-Executive Director to replace

the expertise of Dr. Tom McLellan

who was due to reach the end

of his nine-year term of office

in November 2023. Given Tom’s

specific skill set and extensive

background in addiction sciences,

a global search process was

activated in 2022 and this

continued into 2023.

106

– reviewed the 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

Nomination Committee prior to

accepting an additional external

appointment. The Committee

determined that no changes to

the Policy were required;

– considered the independence of

the Non-Executive Directors and

their other commitments and if

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

Jerome Lande (who is a

representative of the Group’s

largest shareholder, Scopia

Capital Management LP),

remained independent;

– reviewed the Register of

Directors’ Conflicts of Interests;

and

– reviewed and approved the

Group’s U.K. Modern Slavery

Statement and recommended to

the Board that it be approved

and published on the Group’s

website (www.indivior.com).

Board and Committee

effectiveness review

– In accordance with the Code, the

Board undertook a review of the

effectiveness of its performance

and 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. Further information

regarding the Board and

Committee effectiveness review

undertaken during the year can

be found on page [XX].

– The Audit Committee was

renamed the Audit & Risk

Committee to better reflect

the role it plays in the oversight

of internal control and risk

management activities.

There were no changes to the

membership of this Committee.

– Barbara Ryan was appointed as

an additional member of the

Remuneration Committee.

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.

Corporate governance

The Committee was kept

abreast of developments in

corporate governance by the

Company Secretary. In particular,

the Committee:

– received an update on

developments and publications

on gender and ethnic diversity,

including the recommendations

and targets set by the Parker

Review and the FTSE Women

Leaders Review and the

introduction of new U.K. Listing

Rules requiring reporting

against targets;

– reviewed the Group’s diversity

and inclusion policy and the

diversity and inclusion statement

for inclusion in the 2022 Annual

Report and Accounts;

– reviewed the Terms of Reference

of the Committee and the

Compliance, Ethics &

Sustainability Committee,

in light of the Board Committee

restructuring, and recommended

them to the Board;

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 addressing

diversity, 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 diverse pipeline of talented people

to ensure the continuation of

Indivior’s success.

In 2020, in recognition of the fact that

there had been a number of

departures from the Board and that

the majority of the remaining Non-

Executive Directors would reach the

end of their third three-year term in

2023, the Committee commenced a

search for additional Non-Executive

Directors. These appointments were of

particular significance given the new

appointees would likely ultimately

assume the roles of Chair of the Audit

& Risk and Remuneration Committees,

and Senior Independent Director. By

taking a long-term view of the

Company’s succession planning

needs, the Committee was able to

ensure that any risks associated with

the departure of the majority of

Non-Executive Directors could be

carefully managed. Following the

search, the appointment of additional

Non-Executive Directors (Joanna Le

Couilliard, Mark Stejbach and Juliet

Thompson) in 2021 immediately

bolstered the Board at a time for

significant strategic change for

Indivior and also gave the new

appointees time to successfully

embed themselves well ahead of the

impending Board departures in 2023.

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.

107

Governance Indivior Annual Report 2023

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 an annual 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.

Directors of Indivior PLC

Executive Committee

Senior leadership



Female



Male

27%

73%

27%

73%



Female



Male

38%

62%



Female



Male

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 the 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.

Diversity & inclusion

Indivior’s approach to diversity and

inclusion is set out in our Code of

Conduct and Diversity & Inclusion

Policy, both of which are available on

the Group’s website (www.indivior.

com). The Diversity & Inclusion Policy

applies to all appointments and the

Group’s commitments are always

considered, along with the

recommendations and guidelines

contained in the Parker Review, the

FTSE Women Leaders Review and U.K.

Listing Rule 9.8.6R(9) when the

composition and performance of the

Board and the Board’s Committees

are assessed and considered by

the Committee.

The Policy commits Indivior to

supporting and furthering diversity

within the workforce through:

– targeted sourcing of people from

diverse backgrounds and cultures;

– 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 diversity of

membership through bringing

different perspectives to ensure

effective decision-making.

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 Committee’s overall

effectiveness and, within this context,

consider diversity of age, gender,

social and ethnic backgrounds, sexual

orientation, disability, education,

profession and cognitive and personal

strengths. Candidate long and

shortlists for appointments are drawn

from diverse sources and include a

broad range of characteristics.

Where appropriate, the Committee

engages external search firms to assist

with Board appointments. Whenever

an external search firm is used, the

brief includes the development of a

slate of candidates with a broad range

of diverse characteristics.

The Committee has considered the

recommendations of the Parker

Review Report 2023 and is supportive

of its aims of increasing equality of

opportunity in business. However, the

Committee believes that the Group’s

approach to furthering diversity and

inclusion supports its ambitions and

has determined that it will not set

specific ethnicity targets for

senior management.

Corporate Governance continued

108

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, 2023 as its chosen

reference date for the purpose of

the above disclosures.

On February 29, 2024, Dr. McLellan

retired from the Board which means

that, as at the date of this Annual

Report and Accounts, the Board

comprises seven men (70%) and three

women (30%).

As at December 31, 2023, the Company

had met one of the three diversity

targets set out in U.K. Listing Rule

9.8.6R(9). On October 1, 2023, Juliet

Thompson was appointed as the

Senior Independent Director

which meets the target to have

by a woman.

The remaining two targets not yet met

by the Company are as follows:

– at least 40% of Board members are

women; and

– at least one Board member is from a

minority ethnic background.

While the Company has made good

progress toward meeting the targets

set out in the U.K. Listing Rules, we

recognize that there is more to do.

Since January 1, 2021, there have been

six appointments to the Board, of

which three are women. As a result,

gender diversity at Board level has

increased from 13% to 30% as at

the date of this Annual Report

and Accounts.

In November 2023, and as part of the

Board’s succession plan announced in

March 2021, Dr. Keith Humphreys was

appointed to replace Dr. Tom McLellan.

Keith’s appointment was the

culmination of an extensive search

process, which commenced in October

2022, to identify an individual with a

very specific skill set and background

in addiction sciences. Throughout the

search process, the Committee was

cognizant of the ensuring that the

appointment was based on merit and

objective criteria. Keith was selected

due to his very significant experience

in the substance abuse space and

background in research into

addictive disorders.

As further vacancies arise, the

furtherance of diversity and inclusion

will remain a key area of focus

for the Committee.

The Committee is committed to

supporting and furthering diversity

and inclusion throughout the

organization, including at Board and

senior management level and this

will remain a key pillar of our

succession plans.

Graham Hetherington

Chair of the Nomination Committee

March 5, 2024

Disclosures required by U.K. Listing Rule 9.8.6R(10)

The tables below set out the diversity data required to be disclosed in accordance with U.K. Listing Rule 9.8.6R(10):

Gender as at December 31, 2023:



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

8 73% 3 8 73%

Women

3 27% 1 3 27%

Not specified/prefer not to say

- - - - -

Ethnic background as at December 31, 2023:



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)

[11] [100%] 4 8 73%

Mixed/Multiple Ethnic Groups

– – - 2 18%

Asian/Asian British

– – - 1 9%

Black/African/Caribbean/

Black British

– – - - -

Other ethnic group, including Arab

– – - - -

1. In accordance with the U.K. Listing Rules definition, executive management comprises the Executive Committee. Details of Executive Committee

membership can be found on page [XX].

109

Governance Indivior Annual Report 2023

Compliance, Ethics & Sustainability Committee

At December 31, 2023,

themembership of the Committee

was as follows:

– Mark Stejbach (Chair)

– Graham Hetherington

– Jerome Lande

– Dr. A. Thomas McLellan

– Juliet Thompson

– Dr. Keith Humphreys

Details of attendance at Committee meetings can

be found on page [XX]

The nomination-related activities were

transferred to a newly formed

Nomination Committee and the

nomination-related work undertaken

during the year is contained within the

Nomination Committee’s Report.

I was honored to be asked to act as

Chair of this Committee and to oversee

this important work.

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 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 Terms of Reference.

During the year, we made some

important changes to our Board

Committee structure to better align

and support the Group’s key strategic

priorities. As part of these changes, the

Nomination & Governance Committee

was renamed the Compliance, Ethics &

Sustainability Committee.

This Committee retains the

responsibility for oversight of the

Group's Global Integrity & Compliance

Program and, in addition, has taken on

broader responsibility for oversight of

the Group’s approach to ethical,

responsible and sustainable conduct.

This includes responsibility for

assessing the Group’s Global Integrity

& Compliance Program and oversight

of the Group’s sustainability

framework, which includes the Group’s

climate change strategy.

This report covers the work

undertaken by the Committee relating

to compliance, ethics and

sustainability matters undertaken

during the year.

On behalf of the Board, I am pleased to present the Compliance,

Ethics & Sustainability Committee Report for the financial year

ended December 31, 2023.

110

Activities during theyear

During the year, the Committee

considered, among other items,

the following matters:

Integrity & Compliance

Ahead of each meeting, the

Committee receives the Integrity

& Compliance dashboards, which

show 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.

Role and responsibilities

The principal role and responsibilities

of the Committee include:

Integrity & Compliance

– Oversight of 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 and 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

– Oversight of the development of the

Group’s Sustainability Framework

and objectives and performance

against those objectives.

– Review of the Group’s performance

against environmental goals and

targets (including greenhouse

gas emissions).

– Oversight of 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.

– Review of sustainability and related

Environmental, Social and

Governance disclosures (including

disclosures recommended by the

Taskforce on Climate-Related

Financial Disclosures).

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 page [XX].

Ethics & Sustainability

In November 2023 (the first meeting at

which the Committee met under its

revised scope), the Committee

received an update on progress made

on Indivior’s ESG and sustainability

strategy and activities. This included

details of key milestones achieved in

2023, which included:

– development of a program of

regular contact with investors

and rating agencies and

increased engagement to enable a

greater understanding of our

commitment to;

– confirmation that the 2022

Sustainability Report, published in

August 2023, had been proactively

shared with stakeholders;

– the development of an integrated

Corporate Social Responsibility

Program, to include the further

development of the volunteering

program in 2024;

– confirmation that an external

quantitative assessment of

Indivior’s top climate risks

had reported an overall low

risk rating;

– overview of initiatives

implemented during the year

to reduce the Group’s carbon

emissions, which included:

• commercial sales fleet

transition program to

hybrid vehicles.

• solar panels and air source

heat pump installed at Lewis

Building (Hull).

– R&D/Medical contribution to

furthering the understanding

of the OUD disease space

through real-world evidence

studies centered on health

disparity, recovery and harm

reduction as well as peer-

reviewed publications and

conference presentations.

– continued Diversity &

Inclusion training.

111

Governance Indivior Annual Report 2023

Science Committee

At December 31, 2023, the

membership of the Committee

was as follows:

– Peter Bains (Chair)

– Dr. Keith Humphreys

– Dr. A. Thomas McLellan

– Barbara Ryan

– Mark Stejbach

Details of attendance at Committee

meetings can be found on page [XX]

Members and meetings

During the year, there was a change to

the composition of the Committee. On

November 9, 2023, Keith Humphreys

was appointed as a member of the

Committee (see Directors’ biographies

on pages [XX] to [XX]).

The Committee typically meets before

scheduled meetings of the Board. At

the invitation of the Chair of the

Committee, the Chief Scientific Officer

and Chief Commercial Officer regularly

attend meetings of the Committee.

Prior to October 1, 2023, the Chief

Global Impact Officer also regularly

attended meetings of the Committee.

Additionally, members of the

Commercial and Government Affairs

teams have attended meetings of the

Committee during the year on an ad

hoc basis.

The Deputy Company Secretary is

secretary to the Committee.

Role and responsibilities

The principal role and responsibilities

of the Committee include:

– Provide assurance to the Board

regarding the quality,

competitiveness and integrity of the

Group’s R&D and MA&S activities;

– Review the scientific technology,

R&D, and MA&S capabilities

deployed within the business; and

– Assess the decision-making

processes for R&D projects and

programs, to include a review of

benchmarking against industry

and scientific best practice,

where appropriate.

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.

At October 1, 2023, the Science & Policy

Committee was renamed the Science

Committee as part of a top-down

committee realignment. The

Committee retained oversight of the

Group's R&D and MA&S strategy as

well as pipeline development, but

policy matters, which previously fell

under the Committee's remit, are now

part of the Board's remit.

The Committee will continue to assist

the Board in pursuing its strategic

objectives, and I look forward to

working with all stakeholders both

current and future.

Peter Bains

Chair of the Science Committee

On behalf of the Board, I am pleased to present theScience

Committee Report for the financial year endedDecember 31, 2023.

112

The Committee has delegated

authority from the Board, which is set

out in its Terms of Reference 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.

Activities during

theyear

During the year, the Committee:

– monitored the strategic

priorities of the R&D, MA&S,

and Government Affairs 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 IV studies,

expansion of the U.S. Field

Medical team, the integrated

use of data and data analytics,

and focused investment in

other sub-disease areas of

substance use disorder;

– received comprehensive

briefings on scientific

initiatives associated

with substance use

disorder, including but

not limited to cravings,

rapid induction onto

buprenorphine in

fentanyl-exposed

individuals, and recovery

research encompassing

pharmacogenetics;

– continued to monitor and

review the planning and

execution of the Group’s Phase

IV 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 (“OAD”));

– reviewed OPVEE post-marketing

requirements, real world evidence

studies, and an RFP from the

Biomedical Advanced Research and

Development Authority (“BARDA”) to

invest Project Bioshield funds;

– continued to monitor and review the

progress and development of the

Groupʼs product pipeline growth

strategy and early-stage asset

development opportunities,

including INDV-2000: Selective OX-1

receptor antagonist, INDV-1000:

Selective GABA-B positive allosteric

modulator, AEF0117: cannabinoid-1

negative allosteric modulator,

INDV-4002: Intranasal naltrexone for

AUD, INDV-5004: Drinabant for Acute

Cannabinoid Overdose,

INDV-6001: 3-month LAI

Buprenorphine, CT-102: Digital

therapeutics; and other asset

opportunities associated with the

Group’s strategic objectives;

– received comprehensive briefings on

the Group’s public policy strategies

with emphasis on the Federal and

state landscape in the U.S.,

including potential

government funding,

legislative developments

focused on substance use

disorder, and the provision of

patient treatment;

– reviewed strategy for

controlled product

involvement in the U.S.

criminal justice system

including greater investment

and embedded policy

initiatives coupled with greater

participation and delivery to

health ecosystems;

– reviewed progress of

regulatory filings outside the

U.S. with particular emphasis

on SUBOXONE Film and

SUBUTEX PRO;

– agreed the 2024 Real-World

Evidence and regulatory

priorities, including new and

ongoing studies, for

SUBLOCADE, PERSERIS,

and OPVEE;

– throughout the year, the Chief

Scientific Officer updated the

Committee on progress of

peer-reviewed publications in

which the Group was involved

and approved the 2024

peer-reviewed Publication

Plan and 2024 Key Conference

Presentation Plan.

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 to the

Board, and copies of the minutes of

Committee meetings are circulated to

all Directors.

Peter Bains

Chair of the Science Committee

March [XX], 2024

113

Governance Indivior Annual Report 2023

Remuneration At a Glance

Remuneration Policy

The table below sets out a summary of how the Remuneration Policy will apply during 2024:

For more information see Page [XX]

Remuneration element Application of the Remuneration Policy

Base salary No maximum salary is set. Salary increases for Executive Directors are normally

aligned with workforce increases across the Group.

The salaries for Executive Directors increased by 4.5% in 2024, in line with the

wider workforce.

Annual Incentive Plan (AIP) The maximum award level under the AIP is 200%. For 2024, there is no change to

maximum bonus opportunities of:

– Chief Executive Officer 200%; and

– Chief Financial Officer 120%.

75% of any bonus payable is delivered in cash and 25% is deferred into

conditional shares, vesting after two years.

Long-term Incentive Plan (LTIP) The maximum annual LTIP award is the lower of 300,000 shares and 400% of base

salary.

Pension Benefits Maximum levels of contributions for Executive Directors are in line with rates

available to the wider U.S. workforce.

Benefits Executive Directors receive market-competitive benefits, which may include: a

company car (or cash equivalent), travel allowance, private medical and dental

insurance, travel accident policy, disability and life assurance.

Shareholding Guidelines Executive Directors are expected to acquire and retain shares equivalent to the

lower of 400% of salary or 300,000 shares within five years of appointment. A two-

year post-cessation shareholding requirement also applies.

3.5% ↑

2023 Executive

Director salary

increase

5.4% ↑

2023

wider-workforce

salary increase

21% ↑

Net revenue growth

in 2023

(35.7)% ↓

Share price

performance over

AIP performance

period

January 1, 2023 to

December 31, 2023

128% ↑

Share price

performance over

LTIP performance

period

January 1, 2021 to

December 31, 2023

Review of executive remuneration

arrangements in line with 2021

Remuneration Policy and

consideration and development of

2024 Remuneration Policy

Review and approval of revised

share plan rules to address U.S.

securities law and Nasdaq

listing standards

Consideration of the alignment of

Executive Directors’ remuneration

with the wider workforce and

shareholder experience

Consideration of design of

incentives for 2024, including

incorporation into AIP of measures

relating to U.S. OPVEE and

pipeline KPIs

Approval of a clawback policy for

the mandatory recovery of excess

incentive-based compensation in

line with new SEC requirements

Consideration of new LTIP and U.K.

savings-related share plan rules,

due to expiry of existing rules, for

approval at 2024 AGM

Remuneration Committee Key Highlights

2023 in numbers

114

Summary of Executive Directors’ total remuneration

Fixed pay

Variable pay

Variable pay – performance targets

Year ended December 31, 2023

Mark

Crossley

$000

Ryan

Preblick

$000

Base salary 834.2 516.7

Pension 28.0 28.0

Benefits 64.2 66.8

Annual bonus paid incash [1,063.6] [ 395.2]

Annual bonus deferred into shares

[ 354.5] [ 131.8]

LTIP 5,230.1 3,724.9

Total remuneration [7,574.6] [4,863.4]

Year ended

December 31, 2023

Weighting

Outturn

(% of maximum)

Global net revenue -

SUBLOCADE

100%

U.S. net revenue -

PERSERIS

25%

Total

Outturn

85%

ESG modifier

Up to 10%

reduction

Year ended

December 31, 2023

Weighting

Outturn

(% of maximum)

TSR (FTSE 250) 50

100%

TSR (S&P 1500 Pharma

& Biotech)

100%

Total

Outturn

100%

Implementation for 2024

Weighting

Global net revenue - SUBLOCADE 56

U.S. net revenue - PERSERIS 16

U.S. net revenue - OPVEE 8

2024 Pipeline KPIs 20

100

ESG modifier

Up to 10%

reduction

Implementation for 2024

Weighting

TSR (FTSE 250) 50

TSR (S&P 1500 Pharma & Biotech) 50

100

Implementation

for 2024

Mark

Crossley

$000

Ryan

Preblick

$000

871.7 539.9

No changes to pension and benefit arrangements. The

pension benefits of the Executive Directors are aligned

with the wider U.S. workforce

AIP

LTIP

Read more on Page [XX]

115

Governance Indivior Annual Report 2023

Our approach to directors’

remuneration continues to be the

careful balancing of our position as a

U.K. primary listed company and

compliance with U.K. governance,

alongside our primarily U.S.-focused

business. It is therefore paramount

that our remuneration arrangements

are attractive and competitive in

comparison with the transatlantic

biopharmaceutical sector with which

we compete for talent.

Following this review and in

consultation with our major

shareholders, the Committee

determined that the current Policy

remains broadly fit for purpose and

is aligned with shareholders’ interests.

As a result, the Committee is not

intending to make any significant

changes to the current Policy. Only

minor changes have been made to

improve its operation, and the

proposed 2024 Remuneration

Policy is presented in full in this

report, for shareholder consideration

and approval.

Dear Shareholders,

On behalf of the Board,

I am pleased to present

our Directors’ Remuneration

Report for the financial year

ended December 31, 2023.

I was delighted to be appointed as

Chair of the Remuneration Committee

in October 2023. I would like to thank

Daniel J. Phelan, who was Chair of

the Committee from 2014 to 2023,

for his excellent stewardship during

his tenure.

My colleagues on the Committee and I

hope that you find the report clear,

transparent and informative, and we

look forward to your support at our

2024 AGM. The Committee believes

that the proposed Directors’

Remuneration Policy will continue to

support and drive our long-term

growth ambitions and deliver returns

to shareholders.

2024 Directors’

Remuneration Policy

During 2023 and early 2024, the

Committee undertook a

comprehensive review of the Directors’

Remuneration Policy, taking into

account Indivior’s strategy, culture and

values, evolving shareholder

expectations and the impact of the

additional U.S. listing on Nasdaq,

which became effective in June 2023.

Annual

Remuneration

Statement

Jo Le Couilliard

Chair of the

Remuneration Committee

Directors’ Remuneration Report

This report is split into

three sections:

– The Annual Remuneration

Statement, which summarizes

the remuneration outcomes in

2023 and how the Remuneration

Policy will be operated in the

current financial year.

Read more on pages [XXX] to [XXX]

116

Remuneration policies

and practices

We continued to implement the

current Remuneration Policy approved

at the 2021 AGM with the remuneration

philosophy of aligning the incentives

of senior executives with the Group’s

strategic priorities. Our Remuneration

Policy is 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 Remuneration Policy.

We regularly review our practices

against our peer group and, as

mentioned above, our approach

carefully balances our position as a

primarily U.S.-based business that

competes for talent in a global market,

but one which operates within the U.K.

governance framework. We recognize

that our remuneration structure is

different in some respects from a

“typical” U.K. company; however, the

Committee has carefully designed the

structure to balance these factors and

to support the attraction and retention

of the talent needed to deliver on our

strategic growth ambitions.

2023 business performance

During 2023, the Group continued

to make good progress against our

strategic priorities. The strong

operational results enabled adjusted

net revenues to increase by 21% to

$1,093m and adjusted net income to

increase by [XX%] to [$XXXm] [include

unadjusted here too].

2023 remuneration outcomes

The Group’s strong operational results

in 2023 resulted in a positive outturn

in respect of the 2021-2023 Long-term

incentive plan (LTIP) and 2023 Annual

incentive plan (AIP).

In considering remuneration

outcomes, the Committee was highly

cognizant of the alignment of

executive remuneration with

shareholders’ experiences.

The Committee recognizes that

near-term concerns regarding ongoing

litigation and settlement payments

related to the antitrust multi-district

litigation impacted the Group’s share

price in 2023. The resolution of these

legacy issues has created greater

certainty for our stakeholders and will

enable the business to focus on

delivering against our strategic

priorities. The Committee was pleased

to see this greater certainty reflected

in strong share price performance at

the start of 2024.

The Committee believes that the

outcomes of the 2021-2023 LTIP and

2023 AIP accurately reflected the

strong underlying operating

performance and strategic progress

over the relevant performance periods.

Consequently, the Committee

concluded that it was not necessary to

exercise discretion to override the

formulaic outcomes under the

2021-2023 LTIP and 2023 AIP.

AIP

The 2023 AIP measures were focused

on financial performance: global net

revenue for SUBLOCADE and U.S. net

revenue for PERSERIS, weighted

80%/20% respectively, reflecting the

key strategic focus on SUBLOCADE.

The 2023 AIP included a modifying

metric, which was tied to the

achievement of certain environmental,

social and governance objectives.

The Group continued to make

significant progress in driving the

growth of SUBLOCADE, delivering

consistent quarter-on-quarter net

revenue growth, achieving global net

revenue of $630m in 2023 (2022:

$408m), resulting in achievement

between target and maximum.

PERSERIS continued to make progress

with U.S. net revenue of $42m (2022:

$28m) resulting in achievement

between threshold and target.

Overall, this resulted in an outturn

of 85% 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 page [xx].

In line with our Remuneration Policy,

75% of the 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,

subject to continuous employment

and malus provisions.

LTIP

For LTIP awards granted in 2021,

the year ended December 31, 2023

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.

Indivior ranked significantly above the

percentile against both of these

TSR peer groups, resulting in the

vesting of 100% of the maximum award.

At the time of grant in 2021, the

Committee considered if an

adjustment was necessary to reduce

the quantum of awards to avoid

potential windfall gains (as it had in

2019 and 2020). Given that the share

price had recovered by over 150%

compared to the prior year’s grant, the

Committee did not consider that a

reduction was necessary in 2021.

Furthermore, the maximum award

under the Policy was applied such that

the normal award was reduced from

400% of salary to 348% of salary

(300,000 shares) for Mark Crossley.

In considering the appropriateness

of the formulaic vesting outcome,

the Committee was cognizant of

potential windfall gains arising on

vesting, and the alignment with

shareholders’ experience over the

performance period.

117

Governance Indivior Annual Report 2023

Concerns regarding ongoing litigation

and settlement payments related to

the antitrust multi-district litigation

impacted the Group’s share price in

2023. However, over the course of the

three-year performance period,

Indivior’s shares have significantly

outperformed and their value has

increased by 128%. Consequently, the

Committee determined that a

discretionary adjustment was

not necessary.

The 2021-2023 LTIP awards held

by Executive Directors, will vest in

March 2024 and will be subject to a

two-year post-vesting holding period.

The Committee believes that the

Remuneration Policy operated as

intended and considers that the

Executive Directors’ remuneration in

respect of the 2023 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 pages [XXX] to [XXX].

Implementation of Remuneration

Policy for Executive Directors

in 2024

Base salary

After careful consideration, and

following recent years of salary

adjustments for the Executive

Directors lagging those for the wider

workforce, it was agreed that base

salary increases for the Executive

Directors would be 4.5%, effective

January 1, 2024. The Committee

concluded that these increases were

appropriate in the context of

operational and individual

performance over 2023, and are

aligned with the average increase of

4.5% for the wider workforce.

AIP

The structure of the AIP remains

unchanged in 2024, with 75% of any

bonus delivered in cash and 25% to be

deferred into conditional shares for a

period of two years.

Operational metrics will remain

focused on the key strategic growth

drivers. The Committee was pleased

to expand this year’s metrics to

include 1) net revenues for OPVEE,

which was launched in the U.S. in

October 2023 and 2) key metrics

related to the advancement of our

pipeline assets. The expansion of

these operational metrics will support

and measure progress against these

strategic drivers.

In 2024, 80% of the AIP will be based

on net revenues for SUBLOCADE (56%),

PERSERIS (16%) and OPVEE (8%), and

20% will be based on performance

against Pipeline KPIs.

Once again, a metric aligned with our

ESG strategy, will act as a modifier to

the AIP, potentially reducing the

overall outturn by up to 10%. The

specific targets for the 2024 AIP,

including the ESG metric, are

considered commercially sensitive and

will be disclosed retrospectively in

next year’s Annual Report on

Remuneration.

LTIP

Awards granted in 2024 will be subject

to relative TSR versus the constituents

of the FTSE 250 (excluding investment

trusts) and relative TSR versus the

constituents of the S&P 1500

Pharmaceutical and Biotech Index,

each with equal weighting.

The Committee believes that relative

TSR remains a relevant metric as it is

directly aligned with the interests of

shareholders. The use of two relative

TSR comparator groups is intended to

balance the fact that Indivior is a FTSE

250 listed company with an additional

listing on Nasdaq. The awards granted

to the Executive Directors in 2024 will

be subject to an additional two-year

holding period following the end of

the three-year performance period.

Directors’ Remuneration Report continued

Further details can be found on

page [XXX].

Shareholding requirements

and post-cessation holding

requirements

Our executive shareholding

requirements are significantly higher

than U.K. market practice. Executive

Directors are required to build a

shareholding of 300,000 shares or

shares with a value equivalent to 400%

of salary (whichever is the

lower), aligned with the annual LTIP

opportunity. They are expected to

achieve this holding within five years

of the date of appointment to their

current role. 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.

At December 31, 2023, the Chief

Executive Officer held shares with a

value equivalent to 965% of base

salary and the Chief Financial Officer

held shares with a value of 252% of

base salary. The Chief Financial Officer,

Ryan Preblick, has until November

2025 to achieve his shareholding

requirement.

Workforce remuneration

and engagement

During the year, the Committee

considered the structure of

remuneration arrangements

and related policies for the

wider workforce.

The Committee also considered the

feedback from an employee focus

group session on executive

remuneration. Further information

can be found on page [XXX].

118

All-employee plans

The Group recognizes the importance

of employee share ownership and

operates all-employee share plans

in the U.S. and U.K., its two largest

employee bases.

Participation levels in the Group’s

all-employee share plans are strong.

In December 2023, 55% of eligible U.S.

employees elected to participate in

the January-June 2024 enrollment

under the U.S. Employee Stock

Purchase Plan and 40% of eligible

U.K. employees chose to participate

in the invitation under the U.K.

Sharesave Plan.

In March 2023, U.K.-based employees

benefited from the maturity of

Sharesave options granted in March

2020. Participants saving up to £500

per month over a three-year contract

benefited from an average potential

gain of £82k and participants who

were saving at the maximum made a

potential gain of £142k. The Group put

in place an extensive communication

program to support employees

through the maturity process. We were

delighted to be awarded a ProShare

award in December 2023 for the ‘Most

Effective Communication of an

Employee Share Plan: 501 – 5,000

employees’ category’, in recognition of

our exceptionally clear and engaging

communication strategy.

The Executive Directors do not meet

the eligibility criteria to take part in

the U.S. Employee Stock Purchase Plan

or the U.K. Sharesave Plan.

Share Plan renewals

The rules of the LTIP and the U.K.

Sharesave Plan were adopted in 2014

upon listing and consequently will

reach their 10-year limit in December

2024. We will seek shareholder

approval to renew these plans at the

AGM in May 2024. No major changes

are proposed to the plan rules. A

summary of their terms can be found

in the Notice of AGM.

Shareholder engagement

The Committee is committed to

aligning the interests of the Executive

Directors with shareholders and will

continue to take into account their

feedback when making decisions in

respect of our remuneration practices,

as we did during 2023 in relation to the

proposed renewal of our

Remuneration Policy.

2024 AGM

We hope to receive your support for

the Directors’ Remuneration Report,

the Directors’ Remuneration Policy

and the Share Plan renewals at our

AGM in May 2024.

Jo Le Couilliard

Chair of the Remuneration

Committee

March 5, 2024

119

Governance Indivior Annual Report 2023

Policy table – Executive Directors

Purpose and

Link to strategy Operation Maximum opportunity

Framework

used to assess

performance

Base salary

To provide an

appropriate level of

fixed remuneration

to attract and retain

Executive Directors of

the caliber required

to deliver the Group’s

strategic objectives.

Base salaries are normally

reviewed annually, with any

increase usually being applied

with effect from January 1

each year.

Base salary levels/increases may

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.

– the competitive practice in

the Group’s remuneration

peer group.

The current salaries of the Executive

Directors are disclosed in the Annual

Report on Remuneration. To avoid

setting expectations of Executive

Directors and other employees, no

maximum salary is set under the 2024

Remuneration Policy.

However, salary increases will

normally be aligned with increases

awarded across the Group as a whole.

Increases may be made outside the

level of increases awarded across the

Group to take account of individual

circumstances, which may include (but

are not limited to):

– increase in the size or scope of the

role or responsibilities.

– increase to reflect the individual’s

development and performance in

role. For example, where a new

incumbent is appointed on a

below-market salary.

Where increases are awarded in

excess of the wider employee

population, the Committee will explain

the rationale in the relevant year’s

Annual Report on Remuneration.

N/A

Directors’ Remuneration Policy

The following tables and accompanying notes in this section of the report set out the proposed Remuneration Policy

for directors of the Company (the “2024 Remuneration Policy”). The 2024 Remuneration Policy will be put to a binding

shareholder vote and, subject to approval by shareholders, will become effective from the Annual General Meeting to

be held on May 9, 2024.

Summary of decision-making process and changes to policy

A full review of the existing Policy was undertaken during the course of 2023 to ensure the approach continued to be

aligned to the Company’s strategy and values and evolving shareholder expectations, while taking into account the

impact of the additional listing on Nasdaq. In designing the 2024 Remuneration Policy, the Remuneration Committee (the

“Committee”) followed a robust process, which included discussions on its proposed content at the Committee meetings

throughout the period. The Committee considered input from management (while ensuring that conflicts of interests were

suitably mitigated) and our independent advisors. The Committee also consulted with Indivior’s major shareholders and

considered the feedback received as part of the review process.

Following the review, the Committee believes that the structure of our existing Policy remains largely appropriate and

therefore only minor wording changes have been made to improve its operation, which are reflected in the 2024

Remuneration Policy.

Directors’ Remuneration Report continued

120

Purpose and

Link to strategy Operation Maximum opportunity

Framework

used to assess

performance

Pension benefits

To provide Executive

Directors with an

appropriate allowance

for retirement

planning as part

of a remuneration

package designed to

attract and retain the

best global talent.

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.

N/A

Benefits

To provide a market

competitive level of

benefits that assists

in attracting, rewarding

and retaining Executive

Directors

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.

Benefits for Executive Directors are

set at a level which the Committee

considers to be appropriate

against relevant market data for

comparable roles in companies of

equivalent size and complexity in

similar sectors and geographical

locations to the Group.

N/A

121

Governance Indivior Annual Report 2023

Policy table – Executive Directors continued

Purpose and

Link to strategy Operation Maximum opportunity

Framework used to

assess performance

Annual incentive

plan (AIP)

To drive strong financial

performance and

reward the delivery of

the business strategy

on an annual basis.

Deferral of 25% of any

bonus for two years

promotes longer-term

alignment of Executive

Directors’ interests with

shareholders interests.

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 dividend 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. The current

maximum bonus

level applying to each

individual Executive

Director is set out in

the Annual Report

on Remuneration.

Bonuses are based on

stretching annual financial

and/or non-financial/strategic

performance measures. Usually

the majority of the bonus will

be assessed against the

financial performance metrics.

The Committee retains the

discretion to change the

measures and their respective

weightings from year to year to

ensure alignment with

business priorities. Bonus

measures will usually be

based at least 50% on

financial and no more than

50% on non-financial and

strategic measures.

For threshold performance,

normally up to 12.5% of the

maximum bonus opportunity

may be received; and for target

performance, up to 50% of the

maximum bonus opportunity

may be received.

Further details, including the

performance measures and

weightings in respect of the

relevant financial year, are

disclosed in the Annual Report

on Remuneration. Annual

bonus payments are subject to

malus and clawback

arrangements as detailed in

the notes following this table.

Directors’ Remuneration Report continued

122

Purpose and

Link to Strategy Operation Maximum opportunity

Framework used to

assess performance

Long-term incentive

plan (LTIP)

To incentivize and

reward longer-term

performance, and

align the interests

of Executive Directors

with those of

shareholders through

share-based awards.

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.

Vested LTIP awards 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.

The value for this

purpose is normally the

aggregate grant market

value of the shares.

Details of the maximum

LTIP award in respect

of each year will be

disclosed in the

Annual Report

on Remuneration.

Vesting of the awards granted

under the LTIP is subject to

continued employment and the

achievement of key financial

and/or strategic performance

conditions which are aligned

to the Group’s strategic plan.

The Committee retains the

discretion to change the

measures and their respective

weightings from year to year

to ensure alignment with

business priorities. In any

event, LTIP measures will

normally be based at least 50%

on shareholder return based

measures and no more than

50% on other non-financial

and strategic measures.

Threshold performance will

normally result in up to 12.5%

of the maximum award vesting

and 100% of the award will vest

at maximum.

Further details, including the

performance targets attached

to the LTIP in respect of each

year, are disclosed in the

Annual Report on

Remuneration.

Awards are subject to malus

and clawback arrangements as

detailed in the notes following

this table.

All-employee

share plans

To align the interests

of employees including

Executive Directors

and shareholders.

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 employee

Maximum opportunity

for awards will be

in line with the

savings limits set by

local regulations.

N/A

123

Governance Indivior Annual Report 2023

Notes to the Remuneration

Policy table

Executive Director

shareholding guidelines

The Committee recognizes the

importance of aligning Executive

Directors’ and shareholders’ interests

through executives building up

significant shareholdings in the

Company. Executive Directors are

expected to acquire a significant

number of shares and retain these

until retirement from the Board.

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.

Details of the Executive Directors’

current shareholdings are provided in

the Annual Report on Remuneration.

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 at the time of cessation

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).

Payments outside 2024

Remuneration Policy

The Committee reserves the right to

make any remuneration payments and

payments for loss of office (including

exercising any discretions available to

it in connection with such payments)

notwithstanding that they are not in

line with the 2024 Remuneration Policy

set out above where the terms of the

payment were agreed (i) before May

13, 2015 (the date the Company’s first

shareholder-approved directors’

remuneration policy came into effect);

(ii) before the 2024 Remuneration

Policy set out above came into effect,

provided that the terms of the

payment were consistent with the

shareholder-approved Directors’

remuneration policy in force at the

time they were agreed; or (iii) at a time

when the relevant individual was

not a Director of the Company and,

in the opinion of the Committee, the

payment was not in consideration for

the individual becoming a Director of

the Company. For these purposes

‘payments’ includes the Committee

satisfying awards of variable

remuneration and, in relation

to an award over shares, the terms

of the payment are ‘agreed’ at the

time the award is granted.

Malus and clawback

Malus and clawback provisions apply

to the AIP and LTIP if, in the

Committee’s opinion, any of the

following has occurred:

– there has been a material

misstatement of the Company’s or

the Group’s results;

– an individual’s conduct has

amounted to serious misconduct; or

– in the event of serious reputational

damage to the Company.

Amounts in respect of deferred AIP

awards may be subject to malus and

clawback for a period, which is usually

two years post vesting. LTIP awards

may be subject to malus and clawback

up to the fifth anniversary of the grant

of awards.

Share plan terms

Share-based awards will typically

be settled in shares, but may be

settled in cash in certain

circumstances (for example,

where the Committee determines

that it is not possible or practical

to settle awards with shares).

The terms of awards may be adjusted

in the event of a variation of the

Company’s share capital, a demerger,

special dividend or distribution or any

other circumstances the Committee

considers appropriate.

Performance measure selection

and approach to target setting

The AIP performance measures are

selected to provide an appropriate

balance between incentivizing

Executive Directors to meet financial

targets for the year and incentivizing

them to further the Group’s

strategic objectives.

The particular measures each year

are selected to ensure focus on the

key objectives for that particular

financial year.

In respect of the LTIP, the Committee

annually reviews the performance

measures which apply to awards

to ensure that they are aligned

with the Group’s strategy and

with shareholders’ interests

over the longer term.

Measures and targets for both the

AIP and LTIP are reviewed annually

against a number of internal and

external reference points. Measures

and targets are set on a sliding scale

at levels the Committee considers to

be appropriately stretching for the

level of performance delivered.

Remuneration policy for the

wider workforce

The Remuneration Policy for Executive

Directors in general is more heavily

weighted towards variable pay than for

other employees.

The majority of employees participate

in an annual incentive plan, but LTIP

awards are only made to certain

senior executives in the Group.

The Group’s approach to annual base

salary reviews is consistent across the

business, with consideration given to

the level of experience, responsibility,

individual performance and salary

levels for comparable roles in

comparable companies.

The Group also operates

all-employee shares plans that are

open to eligible employees in the

relevant jurisdictions.

Directors’ Remuneration Report continued

124

Employees are also entitled to

taxable and non-taxable benefits

(including eligibility to participate in

defined contribution pension

arrangements), with employees

being entitled to substantially the

same benefit structure (such as

pension contribution rates) as

Executive Directors.

Discretions

The Committee retains discretion as to

the operation and administration of

the AIP and LTIP, including with

respect to:

– who participates;

– the timing of grant and/or payment;

– the size of an award and/or

payment (within the plan limits

approved by shareholders);

– discretion to set appropriate

measures and their respective

weightings to ensure alignment

with business priorities;

– discretion to adjust the targets and/

or set different measures and alter

weightings for incentives if events

occur (e.g. material divestment of a

Group business or changes to

accounting standards) which cause

the Committee to determine that an

adjustment or amendment is

appropriate so that the conditions

achieve their original purpose;

– discretion to adjust the formulaic

outcomes under the AIP and LTIP,

both upward and downward

(including to zero), taking into

account factors including, but not

limited to, the underlying

performance of the Group;

– discretion relating to the

measurement of performance

in certain circumstances

(e.g. a variation of share capital,

change of control, special dividend,

distribution or any other corporate

event which may affect the current

or future value of an award);

– determination of a good leaver

(in addition to any specified

categories) for incentive-plan

purposes, based on the plan rules

and the appropriate treatment

under the plan rules; and

– adjustments required in certain

circumstances (e.g. rights issues,

share buybacks, special dividends,

other corporate events, etc.).

All discretions available under share

plan rules will be available under the

2024 Remuneration Policy, except

where explicitly limited under the

2024 Remuneration Policy.

Any use of the above discretions

would, where relevant, be explained in

the Annual Report on Remuneration.

As appropriate, the Committee may

also seek consultation with the

Company’s major shareholders.

In the event of a temporary base

salary reduction, the Committee

retains the discretion to apply the

limits in the 2024 Remuneration Policy

table relating to pension, AIP and LTIP

to the base salary prior to any such

reduction. Where such temporary base

salary reductions are made, the

Committee reserves the ability (either

in part or in full) to reimburse at a

later date taking into account all

factors deemed relevant.

Minor amendments

The Committee may make

minor amendments to the 2024

Remuneration Policy (for example,

for regulatory, exchange control,

tax or administrative purposes

or to take account of a change in

legislation) without obtaining

shareholder approval.

Scenario analysis

The charts below provide an estimate

of the potential future reward

opportunities for the Executive

Directors, and the potential split

between the different elements of

remuneration under four different

performance scenarios: ‘Minimum’,

‘Target’, ‘Maximum’ and ‘Maximum

plus 50% share price growth’.

CEO – Mark Crossley CFO – Ryan Preblick

Minimum Target Maximum Maximum +

share price

growth (50%)

100% 27% 16% 12%

24%

28% 22%

49%

56%

44%

27%

$635k

$2,039k

$3,442k

$4,522k

$5,000k

$4,500k

$3,500k

$3,000k

$2,500k

$2,000k

$1,500k

$1,000k

$500k



Fixed pay



Annual bonus



LTIP



Share price growth

Minimum Target Maximum Maximum +

share price

growth (50%)

$9,000k

$8,000k

$7,000k

$6,000k

$5,000k

$4,000k

$3,000k

$2,000k

$1,000k



Fixed pay



Annual bonus



LTIP



Share price growth

100% 27% 16% 12%

24%

28% 22%

49%

56%

44%

22%

$964k

$3,579k

$6,194k

$7,938k

125

Governance Indivior Annual Report 2023

Performance Scenario Basis of Valuation

Minimum performance below threshold Fixed pay only – base salary, benefits (using the figures as reported for

the 2023 financial year) and pension benefits

Target performance Fixed pay plus AIP at target performance (50% of maximum)

and 50% vesting under the LTIP

Maximum performance Fixed pay plus maximum AIP and full vesting under the LTIP

(all performance conditions met)

Maximum performance plus 50% share

price growth

Fixed pay plus maximum AIP and full vesting under the LTIP

(all performance conditions met) plus 50% share price appreciation over

the performance period

The charts, unless stated otherwise, are based on the face value of awards and do not include the value of any dividends.

Policy table – Chair and Non-Executive Directors

The Chair and Non-Executive Directors do not have service agreements, but are engaged on the basis of a letter of

appointment. In line with the U.K. Corporate Governance Code, all Directors including Non-Executive Directors, are each

subject to re-appointment annually at the Annual General Meeting.

The Chair and Non-Executive Directors are not eligible to participate in the Group’s AIP, LTIP or pension schemes, or other

incentive arrangements.

Details of the 2024 Remuneration Policy on fees paid to the Chair and Non-Executive Directors are set out in the

table below:

Fees and other arrangements

Component

and objective

To attract and retain Non-Executive Directors, including the Chair, of the highest caliber with broad

commercial experience relevant to the Group.

Approach of

the company

Fees are usually paid in cash. A portion of the fees paid to Non-Executive Directors, including

the Chair, may be applied, on a post-tax basis, in the delivery of Company shares.

The fees paid to Non-Executive Directors are determined by the Board of Directors, with

recommendations provided by the Chair and Chief Executive Officer.

The fees of the Chair are determined by the Committee.

Additional fees may be payable for acting as Senior Independent Director, as Chair of a Board

Committee (including the Audit & Risk, Compliance, Ethics & Sustainability, Nomination,

Remuneration, and Science Committees) and as members of those Board Committees.

Additional fees may be paid for additional time commitments, including, for example,

international travel.

Fee levels are reviewed from time to time. Fees are reviewed by taking into account external advice

on best practice and competitive levels, in particular at FTSE 250 companies. Time commitment and

responsibility are also taken into account when reviewing fees. Chair and Non-Executive Directors’

fees are not subject to performance conditions.

Aggregate fees are currently limited to £1.5m by the Company’s Articles of Association.

The Chair and Non-Executive Directors may also be reimbursed for their travel and

accommodation costs incurred in the pursuance of their duties (including any tax which may be

payable in respect of such costs). The maximum reimbursement is expenses reasonably incurred

(including any taxes thereon).

The Chair and Non-Executive Directors are expected to hold an interest in Company shares.

The Company provides Directors’ and Officers’ liability insurance, and an indemnity to the extent

permitted by law.

Directors’ Remuneration Report continued

126

Chair and Non-Executive

Directors’ letters of appointment

The Chair and Non-Executive Directors

have letters of appointment setting

out their duties and the time

commitment expected which are

available for inspection at the

Company’s registered office. The Chair

and Non-Executive Directors’

appointments can be terminated by

one month’s notice by either party.

Appointments are terminated

automatically if the director is not

elected/re-elected by the

shareholders or otherwise in

accordance with the Company’s

Articles. The Chair and Non-Executive

Directors have no entitlement to

compensation on termination. Details

of the date of appointment and length

of service are set out on page [xx].

Approach to recruitment

remuneration

External appointment

When determining the remuneration

package for a new Executive Director,

the Committee will take into account

all relevant factors based on the

circumstances at that time. This may

include factors such as the caliber of

the individual, market practice in the

candidate’s location or locations and

scope of the role to which they are

being appointed.

Typically, the package will be aligned

to the 2024 Remuneration Policy as set

out above. However, should there be a

commercial rationale for doing so, the

Committee has the discretion to

include any other remuneration

elements, to vary the composition of

the remuneration package, which are

not included in the policy table on

page [xx], subject to the overall limit

on variable remuneration set out

below. The Committee does not intend

to use this discretion to make non-

performance related awards and is

always mindful of the need to pay no

more than is necessary.

The overall limit of variable

remuneration will be as set out in the

policy table on page [xx] taking into

account the maximum value under the

AIP and the maximum awards under

the LTIP (i.e. 600% of base salary).

The Committee may make an award in

respect of a new appointment to ‘buy

out’ incentive arrangements forfeited

on leaving a previous employer, i.e.

over and above the maximum limit on

variable remuneration set out above.

In doing so, the Committee will

consider relevant factors including any

performance conditions attached to

these awards and the likelihood of

those conditions being met with the

intention that the value awarded

would be no higher than the expected

value of the forfeited arrangements

and made on a like-for-like basis.

Internal promotion

When appointing a new Executive

Director by way of internal promotion,

the policy will be consistent with that

for external appointees, as detailed

above. Where an individual has

contractual commitments made prior

to their promotion to Executive

Director and, in the opinion of the

Committee, the commitment was not

in consideration for the individual

becoming a Director of the Company,

the Company will continue to honor

these arrangements even in instances

where they would not otherwise be

consistent with the prevailing

Executive Director remuneration

policy at the time of appointment

or payment.

Chair and Non-Executive

Directors

In recruiting a new Chair or Non-

Executive Director, the Committee will

use the policy as set out in the table

on page [xx]. A basic fee in line with

the prevailing fee schedule would be

payable for membership of the Board,

with additional fees payable for

additional time commitments,

including but not limited to acting as

Senior Independent Director, as Chair

of the Audit & Risk, Compliance, Ethics

& Sustainability, Nomination

Remuneration and Science

Committees, and for being a member

of such Board Committees.

Service contracts and exit

payment policy

Executive Directors’ service contracts,

including arrangements for

termination, are carefully considered

by the Committee. In accordance

with general U.K. market practice,

each of the Executive Directors has a

rolling service contract which is

terminable on 12 months’ notice and

this practice will also apply for any

new Executive Directors. In such an

event, the compensation commitments

in respect of their contracts could

amount to one year’s remuneration

based on base salary and benefits in

kind and pension rights during the

notice period.

The treatment of awards under the

AIP, DBP and LTIP is set out below.

Termination payments may take the

form of payments in lieu of notice

(consisting of base salary only),

payable in a lump sum or in

installments.

The Company’s policy on any

termination payment is to consider

the circumstances on a case-by-case

basis, taking into account the relevant

contractual terms in the Executive

Director’s service contract, incentive

plan rules and the circumstances of

the termination. The Committee

reserves the right to make any other

payments in connection with an

Executive Director’s cessation of office

or employment where the payments

are made in good faith in discharge of

an existing legal obligation (or by way

of damages for breach of such an

obligation) or by way of settlement of

any potential claim arising in

connection with the cessation of a

Director’s office or employment. Any

such payments may include but are

not limited to paying any fees for

outplacement assistance and/or the

Director’s legal and/or professional

advice fees in connection with their

cessation of office or employment.

Copies of Executive Directors’ service

contracts are available to view at the

Company’s registered office.

127

Governance Indivior Annual Report 2023

The table below summarizes how unvested awards under the AIP and LTIP are typically treated in specific circumstances,

with the final treatment remaining subject to the Committee’s discretion as provided under the rules of the plans:

Reason for cessation Timing of vesting/payment Calculation of vesting/payment

Annual

incentive plan

(AIP)

Voluntary resignation or

termination with ‘cause’.

Not applicable. No bonus to be paid for the financial year.

Deferred share awards are normally

forfeited if the Executive Director resigns

or is terminated with ‘cause’.

All other circumstances. Following the end of the

financial year at the usual

bonus payment date.

Normal vesting date of

deferred share awards.

Annual bonus will be paid only to the

extent that objectives set at the beginning

of the plan year have been met. Any such

bonus will be paid on a pro-rata basis to

the termination date.

In the event of death or other exceptional

circumstances, the Committee may

determine that deferred share awards will

vest early.

Long-term

incentive plan

(LTIP)

Voluntary resignation or

termination with ‘cause’.

Not applicable. Unvested awards lapse.

Ill-health, injury,

permanent disability, the

sale of the individual’s

employing company or

business out of the

Group, redundancy or

any other reason that

the Committee

determines in its

absolute discretion.

After the end of the relevant

performance period, or at the

discretion of the Committee,

after the end of the financial

year in which the cessation of

employment occurs.

The Committee determines whether and

to what extent unvested awards vest

based on the extent to which

performance conditions have been

achieved (either over the full performance

period, or to the end of the financial year

in which cessation of employment occurs)

and unless the Committee determines

otherwise the proportion of the

performance period elapsed.

Death. As soon as possible after

date of death.

The Committee will normally apply

performance conditions (measured over

the period to the date of death) and

reduce unvested awards to reflect the

proportion of the performance period

worked.

Change of control

of the Company.

Upon change of control. Unvested awards will vest to the extent

that any performance conditions have

been satisfied (unless the Committee

determines that the performance

conditions should not apply). Awards will

also be reduced pro-rata to take into

account the proportion of the

performance period elapsed, unless the

Committee decides otherwise.

Awards may alternatively be exchanged

for new equivalent awards in the acquirer,

where appropriate.

Directors’ Remuneration Report continued

128

Consideration of conditions elsewhere in the Group

The Committee considers the feedback from focus group sessions attended by members of Indivior’s Culture and Inclusion

Champion Network and considers pay practices when determining executive remuneration policies and outcomes. The

Committee is also mindful of salary increases and pay practices applying across the rest of the business in relevant markets

when considering salaries for Executive Directors.

Consideration of shareholder views

The Committee is committed to maintaining an open and consultative dialogue with shareholders and shareholder bodies.

As part of the review of the remuneration policy, the Committee consulted with shareholders and shareholder bodies to

understand their views on remuneration practices at Indivior and receive feedback on the proposed approach.

This feedback, and any additional feedback received from time to time, is also considered as part of the Company’s annual

review of remuneration. It is the Committee’s intention to consult with major shareholders in advance of making any

material changes to remuneration arrangements.

Jo Le Couilliard

Chair of the Remuneration Committee

March 5, 2024

129

Governance Indivior Annual Report 2023

Clarity

The Committee welcomes open and frequent dialogue

with shareholders on our approach to remuneration.

A focus group session involving members of Indivior’s

Culture & Inclusion Champions Network was held

during 2023 to review executive remuneration

arrangements and their alignment with wider pay

policy. The feedback from that session was considered

by the Committee and will be used to guide future

engagement sessions.

In August 2023, the Chair of the Remuneration

Committee wrote to our top 16 shareholders and

certain proxy agencies outlining the approach to the

proposed new Remuneration Policy and invited

shareholders to engage with the Chair and Chair

Designate. The significant majority of responses

received were supportive of the approach.

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 existing and proposed new

remuneration Policies.

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 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 also

apply to the AIP and LTIP.

Predictability

The Remuneration Policy contains details of threshold,

target and maximum opportunity levels under our AIP

and LTIP, with actual outcomes dependent on

performance achieved against predetermined

measures and target ranges. This is illustrated by the

scenario charts, which can be found on page [XX].

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 Remuneration Policy have been designed to

support the delivery of the Group’s key strategic

priorities and is 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 the 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 base

salary increase and/or annual bonus that may

be awarded.

U.K. Corporate Governance Code: Provision 40

When developing the 2024 Remuneration Policy and considering its proposed operation in 2024, the Committee was mindful

of, and feels it has appropriately addressed, the following factors set out in the U.K. Corporate Governance Code:

Directors’ Remuneration Report continued

130

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 (the “Code”) and the

U.K. Financial Conduct Authority’s

Listing Rules and Disclosure Guidance

and Transparency Rules.

The following report outlines our

remuneration framework, how the

Remuneration Policy was implemented

in 2023, and how the Committee

intends to apply the Policy 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

2024 AGM.

There were no deviations from the

procedure for the implementation of

the Remuneration Policy during

the year.

The Remuneration

Committee

All members of the Committee are

considered to be independent for the

purposes of the Code, with the

exception of the Chair of the Board,

Graham Hetherington, who was

independent on appointment. 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

require that the Chair of the Committee

should have served on a remuneration

committee for at least 12 months prior

to appointment.

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 to the Committee 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. Attendance by members of

the Committee at meetings where

Directors’ remuneration was

considered is shown in the table on

page [XX}.

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.

Advice provided to the

Remuneration Committee

The Committee appointed Deloitte LLP

(“Deloitte”) as its advisor in December

2014 following a review undertaken in

advance of the Company’s listing on

the London Stock Exchange. 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 £99.4k.

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.

Willis Towers Watson (“WTW’) was

engaged by the Company to provide

the Committee with benchmarking

information during the year. The fees

for the advice provided were $59.7k

and were charged on a time spent

basis. WTW also provided benefits

consulting support in the U.S. during

the year.

The Committee reviews its

relationships with its advisors

periodically and is satisfied that the

advice provided by Deloitte and WTW

is objective and independent. During

the year, the Committee reviewed

Deloitte’s processes and internal

protocols and concluded that they

continued to remain objective

and independent.

As at December 31,

2023 the membership

of the Committee was

as follows:

– Jo Le Couillard (Chair)

– Peter Bains

– Graham Hetherington

– Barbara Ryan

Details of attendance at

Committee meetings can be

found on page [XX]

Annual Report on Remuneration

131

Governance Indivior Annual Report 2023

Key activities during the year

During the year, the Committee:

– reviewed the Group’s executive remuneration arrangements in line

with the 2021 Remuneration Policy and considered and developed the

proposed 2024 Remuneration Policy, taking into account shareholder

views, for approval by shareholders at the 2024 AGM (May, July,

September, November)

– reviewed performance in respect of the outcome for the AIP for the 2022

financial year and 2020-2022 LTIP awards (February)

– reviewed and approved revised share plan rules of the LTIP, the DBP and

the all-employee plans to address U.S. securities law and Nasdaq listing

standards (February)

– approved the 2022 Directors’ Remuneration Report (February)

– reviewed and approved the targets and measures in respect of the 2023

AIP and the 2023-2025 LTIP awards (granted in March 2023) (February)

– reviewed participation rates for the Group’s all-employee share plans, and

considered the gains to be made under the U.K. Sharesave Plan and the

implementation of a detailed communication and financial education plan

to support affected employees (February)

– considered the independence of the Remuneration Committee’s

advisor (May)

– considered the design of incentives for 2024, including the structure of the

AIP and the LTIP, the incorporation of measures relating to U.S. OPVEE

revenues and in-year pipeline milestones in the 2024 AIP (July,

September, November)

– reviewed Indivior’s proxy peer group (July)

– considered the Committee’s effectiveness and priorities for the

forthcoming year (July)

– reviewed and approved a clawback policy for the mandatory recovery of

excess incentive-based compensation in line with Nasdaq rules (July).

– reviewed proposed changes to the Committee’s terms of reference and

recommended to the Board that they be approved (September)

– considered Executive Committee remuneration relative to the

market (September)

– reviewed the progress of the Executive Directors and members of the

Executive Committee against their shareholding requirements (September)

– reviewed workforce remuneration arrangements and related policies and

their alignment with Indivior’s culture and executive remuneration

arrangements, and considered feedback from an employee focus Group

Session on the Group’s remuneration structures (September)

– considered and approved Executive Committee salary reviews for

2024 (November)

– considered the Chair’s fees for 2024, following a benchmarking review and

agreed not to make any changes (November)

– considered that the rules of the LTIP and the U.K. Sharesave Plan would

expire in 2024 and reviewed and considered draft new rules to be

submitted to shareholders for approval at the 2024 AGM (November).

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 the 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 isset out in

the Committee’s Terms of Reference.

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 senior management;

– in respect of senior management

sets, reviews and approves:

• remuneration policies, including

the AIP and LTIP;

• individual remuneration and

compensation arrangements;

• participation in the AIP and LTIP;

and

• the targets for the AIP and LTIP.

Directors’ Remuneration Report continued

132

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, 2023,

and comparative figures for the financial year ended December 31, 2022.

Executive Directors Mark Crossley Ryan Preblick

2023

$‘000

2022

$‘000

2023

$‘000

2022

$‘000

Fixed pay

Base salary 834.2 806.0 516.7 499.2

Taxable benefits

64.2 60.6 66.8 59.0

Pension benefits 28.0 25.9 28.0 25.9

Total fixed pay 926.4 892.5 611.5 584.1

Variable pay

AIP

[1,418.1] 1,217.1 [527.0] 452.3

LTIP

3, 4

5,230.1 7,864.5 3,724.9 1,175.5

Total variable pay

[6,648.2] 9,081.6 [4,251.9] 1,627.8

Total pay

[7,574.6] 9,974.1 [4,863.4] 2,211.9

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 ($19.3k for Mark Crossley and $29.8k

for Ryan Preblick).

2. The AIP is paid 75% in cash, with the remaining 25% deferred into conditional shares for two years under the Deferred Bonus Plan (subject to

continued employment as well as malus provisions).

3. The LTIP awards granted to Mark Crossley and Ryan Preblick in March 2021 vested on March 1, 2024 and are subject to a two-year post-vesting

holding period and will be released on March 1, 2026. The value of the awards has been estimated based on the number of vested shares (300,000

and 213,665 for Mr Crossley and Mr Preblick respectively) at the three-month average share price of Indivior shares for the last quarter of the 2023

financial year (1405.2p) and converted to US$ using the average GB£/US$ exchange rate over the same period (GB£1:US$1.24066). The proportion

of the value disclosed in the single figure table attributable to share price growth is 48.5%.

4. The value of the 2020-2022 LTIP awards, which vested on March 9, 2023, has been updated to reflect the share price (1500.0p) and converted to

US$ using the exchange rate (GB£1:US$1.1832) on the vesting date.

Base salary (audited)

The Executive Directors received a base salary increase of 4.5% effective January 1, 2024. Senior executives were awarded

base salary increases aligned with those for the wider workforce. The annual base salaries for the Executive Directors as at

January 1, 2024 and January 1, 2023 are set out below.

Executive Directors

Base salary at

January 1, 2024

$’000

Base salary at

January 1, 2023

$’000

% increase

on prior year

Mark Crossley 871.7 834.2 4.5%

Ryan Preblick 539.9 516.7 4.5%

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)

Mark Crossley and Ryan Preblick received pension contributions consisting of profit-sharing contributions of $13.2k (4% of

eligible compensation) and a Company match of $14.9k (75% on elected deferrals up to 4.5% of eligible compensation) as

participants of the Indivior Profit Sharing and 401(k) Plan. Contributions are subject to the limits set by the Internal Revenue

Service. The 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 for 2024. The pension benefits of the Executive Directors remain

fully aligned with those of the wider U.S. workforce.

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Governance Indivior Annual Report 2023

Annual incentive plan

AIP 2023 (audited)

The maximum AIP opportunity for the Chief Executive Officer is 200% of base salary. The maximum AIP opportunity for the

Chief Financial Officer is 120% of base salary.

The Committee set stretching performance targets in the context of the business plan for 2023 and taking account of

external forecasts. These targets were set by reference to the key strategic drivers for the business: global net revenues for

SUBLOCADE and U.S. net revenues for PERSERIS. For threshold performance 12.5% of the maximum bonus would be paid, for

target performance 50% of the maximum bonus would be paid, and 100% of the maximum bonus would be paid for the

delivery of exceptional performance significantly above both internal and external expectations. The outturn is calculated

on a straight-line basis between threshold and target and between target and maximum.

The table below provides an overview of the performance against the targets set by the Committee in respect of the two

financial metrics.

Performance Targets

Measure Weighting

Threshold

Target

Maximum

Achieved

Outturn as a

% of maximum

Global net revenue – SUBLOCADE 80% 550 590 630 [630] [80.0%]

U.S. net revenue – PERSERIS 20% 39 49 59

[42] [5.0%]

Total 100% – – – –

[85.0%]

In addition, an ESG metric was introduced for 2023, which acted as a potential modifier to the overall AIP outturn reducing

the overall AIP outturn by up to 10% if certain ESG targets were not met during the year. ESG metrics focused on ways that

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, honoured 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 Target Outcome

Environment Initiatives that will lead to a

reduction in long-term Scope 1

and 2 carbon emissions

2-3 Objectives Achieved 4 Objectives Achieved

Social Real-World Evidence (RWE) studies

and data generation plan

3-5 Studies 6 Studies Completed

Social 2023 Publication strategy &

presentation at scientific

conferences

6-9 Points Achieved 10 Points Achieved

Governance Compliance with Government

Agreements & promotion of ‘Speak

Up’ culture

Compliance with Government

Agreements and Speak up at or

above benchmark

Compliance with Government

Agreements

Speak Up above benchmark

Overall

Overall performance resulted in a formulaic outturn of [85]% of maximum. 25% of the 2023 AIP bonus payment will be

deferred into conditional shares for two years under the Deferred Bonus Plan (DBP) (subject to continued employment as

well as malus provisions).

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.

Directors’ Remuneration Report continued

134

AIP 2024

The Chief Executive Officer and Chief Financial Officer will have a maximum bonus opportunity under the AIP of 200% and

120% of base salary respectively.

The Committee has considered the key strategic objectives for the business and has aligned the performance measures for the

AIP 2024 with these. The targets remain focused on accelerating the global growth of SUBLOCADE and advancing PERSERIS in

the U.S. and have been expanded to include OPVEE revenues in the U.S., and the advancement our pipeline assets. The

majority of the weighting remains focused on global net revenues for SUBLOCADE. The ESG metric will act as a modifier to the

overall AIP outturn, potentially reducing the overall AIP outturn by up to 10% if certain ESG targets are not met. The ESG targets

are closely tied to our mission and ESG maturity journey and include initiatives linked to 1) the long-term reduction of Scope 1

and 2 carbon emissions, 2) increasing the understanding of substance use disorders to pave the way for a deeper

understanding of patient needs and treatment innovation; and 3) maintaining high standards of compliance.

Bonuses for 2024 will be based on the following measures and weightings:

Measure Weighting

Global net revenue – SUBLOCADE 56%

U.S. net revenue - PERSERIS 16%

U.S. net revenue – OPVEE 8%

2024 Pipeline KPIs 20%

ESG modifier (up to -10%)

The performance targets for 2024, including the ESG modifier, have not been disclosed as they are considered to be

commercially sensitive. However, we commit to disclosing the performance targets retrospectively in next year’s Annual

Report on Remuneration. In line with our Remuneration Policy, 75% of the Executive Directors’ bonus will be delivered in

cash and 25% will be deferred into conditional shares for two years under the DBP (subject to continued employment as

well as malus provisions).

Deferred Bonus Plan awards (audited)

In line with the Remuneration Policy, the Executive Directors deferred 25% of their 2022 bonus into conditional shares under

the DBP. The deferred conditional share awards were granted on March 16, 2023 and vest after two years subject to

continued employment as well as malus provisions.

Executive Directors Date of grant

No. of shares

under award

Closing share price at

date of grant

Face value

$’000

Vesting date

Mark Crossley Mar 16, 2023 18,169 1392.0p 304.3 Mar 16, 2025

Ryan Preblick Mar 16, 2023 6,752 1392.0p 113.1 Mar 16, 2025

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 (1389.0p) and converted to US$ using the closing exchange rate on the day immediately preceding the date of grant

(GB£1: US$1.2056).

Long-Term Incentive Plan awards (audited)

2021-2023 LTIP awards

Conditional awards were granted under the LTIP to the Executive Directors on March 1, 2021. The awards vested on March 1,

2024 and are subject to a two-year holding period before the shares are released; clawback provisions apply during this

holding period.

Executive Director 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, 2021 300,000

646.0p 2,695.8 Jan 2021 – Dec 2023 Mar 1, 2024 Mar 1, 2026

Ryan Preblick Mar 1, 2021 213,665

646.0p 1,920.0 Jan 2021 – Dec 2023 Mar 1, 2024 Mar 1, 2026

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 (644.1p) and converted to US$ using the closing exchange rate on the day immediately preceding the date of grant

(GB£1: US$1.3951).

3. The number of shares awarded to Mark Crossley reflects the maximum LTIP award opportunity under the 2021 Remuneration Policy, which is the

lower of 400% of base salary or 300,000 shares.

4. The number of shares awarded to Ryan Preblick reflects the maximum LTIP award opportunity under the 2021 Remuneration Policy of 400% of base salary.

5. 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.

135

Governance Indivior Annual Report 2023

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% 100%

Relative TSR vs. the constituents of the S&P 1500 Pharmaceutical and Biotech Index 50% 100%

Outcome 100%

Due to the absolute cap on LTIP opportunity under the 2021 Remuneration Policy of 300,000 shares, Mark Crossley was

granted an award over shares with a value less than 400% of salary in 2021. These 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 maximum awards

vested where Indivior was ranked at median in comparison to the respective peer group, and 100% of the maximum awards

vested where Indivior was ranked upper quartile or above. The awards vested on a straight-line basis between median and

upper quartile, with none of the award vesting if Indivior had been ranked below median. Indivior ranked above the upper

quartile against both of the TSR peer groups, resulting in the vesting of 100% of the maximum award.

2023-2025 LTIP awards

Under the 2021 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 3, 2023, the Chief Executive Officer and Chief Financial

Officer were granted conditional awards over shares with a value of 400% of base salary.

Executive Director 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 3, 2023 183,271 1512.0p 3,336.8 Jan 2023–Dec 2025 Mar 3, 2026 Mar 3, 2028

Ryan Preblick Mar 3, 2023 113,510 1512.0p 2,066.7 Jan 2023–Dec 2025 Mar 3, 2026 Mar 3, 2028

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 (1518.40p) and converted to US$ using the closing exchange rate on the day immediately preceding the date of grant

(GB£1:US$1.1991).

The Committee considered the LTIP measures and determined that the performance measures for 2023-2025 LTIP awards

would remain focused on shareholder returns. One half is based on relative ranked TSR versus the FTSE 250 excluding

investment trusts, and the other half is based on relative ranked TSR versus the S&P 1500 Pharmaceutical & Biotech Index.

The use of two relative TSR comparator groups is intended to balance the fact that Indivior is a U.K.-listed company with an

additional U.S. listing, and also recognizes that Indivior operates within a specialized sector, where the majority of its peers

are listed in the U.S.

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 (2023-2025). The

2023-2025 LTIP awards are subject to an additional two-year holding period following the end of the three-year performance

period. 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 or above. The award will vest on a straight-line

basis between median and upper quartile, with none of the awards vesting if Indivior is ranked below median.

2024-2026 LTIP Awards

Under the 2021 Remuneration Policy, the Executive Directors may be granted annual LTIP awards with a face value of 400%

of base salary; the LTIP quantum under the proposed 2024 Remuneration Policy is unchanged.

Directors’ Remuneration Report continued

136

The Committee has considered the LTIP measures in the current business context and determined that the performance

measures for 2024-2026 LTIP awards will remain focused on shareholder returns. One half will be based on relative ranked

TSR versus the FTSE 250 excluding investment trusts, and the other half will be based on relative ranked TSR versus the S&P

1500 Pharmaceutical & Biotech Index. The use of two relative TSR comparator groups is intended to balance the fact that

Indivior is a U.K.-listed company with an additional U.S. listing, and also recognizes that Indivior operates within a

specialized sector, where the majority of its peers are listed in the U.S.

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 or above. The award will vest on a straight-line basis between

median and upper quartile, with none of the awards vesting if Indivior is ranked below median.

In line with our the 2021 Remuneration Policy, under the 2024 Remuneration Policy the 2024 LTIP awards are subject to an

additional two-year holding period following the end of the three-year performance period.

Malus and Clawback

The Remuneration Committee has the discretion to scale back or cancel 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 LTIP awards have vested,

the Committee has the discretion to “claw back” awards or reduce amounts of other payments due to the individual up to

the fifth anniversary of the grant of awards in the circumstances described above.

Indivior PLC Executive Compensation Clawback Policy

During the year, the Company adopted an Executive Compensation Clawback Policy to comply with new SEC requirements

for U.S. listed companies (including foreign private issuers such as Indivior) to adopt a policy requiring them to recover

incentive-based compensation paid to covered executives in certain circumstances. The new policy, which requires

clawback in circumstances that are wider than those currently provided for by the Company’s existing clawback provisions,

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 (the “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 both 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).

137

Governance Indivior Annual Report 2023

Outstanding share awards under the LTIP and DBP (audited)

Details of conditional awards over shares held by the Executive Directors at December 31, 2023 are shown below.

Plan Date of grant

Normal

vesting date

Normal

release date

No. of shares

under award at

January 1, 2023

Granted

during

the year

Lapsed during

the year

Vested and

released

during the

year

Vested and

subject to

holding

period

1, 2

Unvested

awards at

December 31,

2023

Performance

period

Mark Crossley

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 – – – – 300,000 2021–2023

LTIP Nov 6, 2020

Mar 9, 2023 Mar 9, 2025 31,596 – 1,296 – 30,300 – 2020–2022

LTIP Mar 9, 2020

Mar 9, 2023 Mar 9, 2025 411,522 – 16,873 – 394,649 – 2020–2022

LTIP Aug 8, 2019 Mar 5, 2022 Mar 5, 2024 5,750 – – – 5,750 – 2019–2021

LTIP Mar 5, 2019 Mar 5, 2022 Mar 5, 2024 153,561 – – – 153,561 – 2019–2021

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 – – – – 19,215 n/a

Total 1,097,343 201,440 18,169 - 584,260 696,354

Ryan Preblick

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 – – – – 213,665 2021–2023

LTIP Mar 9, 2020

Mar 9, 2023 n/a 52,987 – 23,898 29,089 – – 2020–2022

LTIP Mar 9, 2020

Mar 9, 2023 n/a 13,246 – 5,974 7,272 – – 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 – – – – 7,140 n/a

Total 395,858 120,262 29,872 36,361 - 449,887

1. Awards granted to the Executive Directors under the LTIP are subject to a two-year post-vesting holding period, after which time the vested shares

are released to the Executive Director. The LTIP awards granted to Ryan Preblick in 2020 were granted prior to his appointment as Chief Financial

Officer and, consequently, are not subject to a two-year post-vesting holding period.

2. Where applicable, the number of shares under award have been restated to reflect the Company’s 5:1 share consolidation, which became effective

on October 10, 2022.

3. 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, the award was

reduced to settle U.S. social taxes due. The award remains subject to a two-year post-vesting holding period. The vested shares will be released

on March 9, 2025.

4. Ryan Preblick’s 2020-22 LTIP awards, which were granted to him before his appointment as Chief Financial Officer, were settled on a net settled

basis, resulting in a reduction in the number of shares delivered with a value equivalent to the taxes due on vesting.

5. Awards granted under the LTIP and the DBP are made in the form of conditional awards over shares. Participants are entitled to receive an

amount equivalent in value to any dividends payable 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).

Executive Directors’ shareholding and share interests (audited)

Indivior’s remuneration schemes have been designed to promote long-term shareholdings by Executive Directors. Awards

granted under the LTIP vest 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, the 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 the Executive Directors’ shareholding: 1) shares held outright by the Executive (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); 3) unvested DBP awards (adjusted

to take account of the estimated tax liability arising on vesting); and 4) vested but unexercised options (adjusted to take

account of the exercise price and estimated tax liability arising on exercise). 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

138

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, the Executive Directors would be expected to retain a

proportion of shares arising from future vestings or releases of shares to rebuild their holding.

The table below shows the shareholding of each of the Executive Directors (together with interests held by persons closely

associated with them) as at December 31, 2023 and as at the date of this report, and a summary of outstanding awards as at

December 31, 2023.

Number of shares owned

outright LTIP awards DBP awards

Market-value

options

Executive Directors

At March 5,

2024

At December

31, 2023

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

Vested but not

exercised

Shareholding

requirement

(% of base

salary)

Shareholding

at December

31, 2023 (% of

base salary)

Date by which

shareholding

requirement to

be achieved

Mark Crossley [90,032] 90,032 584,260 658,970 37,384 42,123

400% 965% Achieved

Ryan Preblick 64,466 64,466 – 435,995 13,892 – 400% 252% Nov 2025

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); 3) unvested DBP awards (adjusted to take account of the estimated tax liability on

vesting); and 4) vested but unexercised options adjusted for the exercise price and estimated tax liability arising on exercise). Calculations were

made using the three-month average share price to December 31, 2023 (1405.2p); 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. Mark Crossley holds a vested but unexercised market-value option over 42,123 shares. This option was granted under the rules of the LTIP in

December 2014 (on demerger) at an option price of 555.0p per share. The option vested on May 11, 2016 and is scheduled to lapse on December

28, 2024 (i.e. on the tenth anniversary of the award date).

3. Executive Directors have five years from date of appointment in which to achieve their shareholding requirement.

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 to a corporate

board outside the Company. The Executive Directors do 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 admission to the London

Stock Exchange on December 23, 2014, to December 31, 2023. The FTSE 250 Index was selected on the basis that the Company

was a member of the FTSE 250 Index for the majority of the period.

Indivior

FTSE 250

Date of

admission

20182014 20192015 20202016 20212017 2022 2023

100

150

200

250

300

350

Value (£) (rebased)

139

Governance Indivior Annual Report 2023

Chief Executive Officer remuneration

The historical total remuneration for the Chief Executive Officer for the period from January 1, 2014, to December 31, 2023, 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

2014

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

Single figure of total

remuneration ($’000) 1,968.1 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

[7,574.6]

AIP (outturn as a % of

maximum) 100% 94.5% 94.5% 78.5% 0% 65.5% 0% 0% 88.5% 75.5%

[85%]

LTIP (outturn as a %

of maximum) n/a 93.3% 100% 73.5% 0% 0% 0% 0% 67.8% 100% 100%

1. Mark Crossley was appointed Chief Executive Officer on June 29, 2020. Shaun Thaxter was Chief Executive Officer from the date of 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 in 2020, 2021 and 2022, compared with the average percentage change for the U.S. employee

population; the majority of the Group’s employees are based in the U.S.

Year-on-year change in remuneration of Directors compared to U.S. employee population

2023 2022 2021 2020

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

6.8% (7)% [xx] 3.6% 14.2% (7.23)% 1.0% (11.0)% 106% 4.8% 13.0% (38.0)%

Executive Directors

Mark Crossley

3.5% [5.9]% [16.5] 4.0% 12.8% (11.3)% 14.8% (12.5)% n/a 27.7% 32.7% (100)%

Ryan Preblick

3.5% [13.2]% [14.2] 4.0% 14.6% (11.3)% 766.7% 711.9% n/a – – –

Non-Executive

Directors

Graham Hetherington 0% n/a

– 0% – – 157.5% – – 754.4% – –

Peter Bains 2.9% n/a

– 0% – – 0% – – 172.0% – –

Dr. Keith Humphreys

n/a n/a

– – – – – – – – – –

Jerome Lande

(2.4)% n/a

– 19.3% n/a – – – – n/a – –

Joanna Le Couilliard

6.7% n/a

– 29.4% – – – – – n/a – –

Dr. A. Thomas McLellan

3.3% n/a

– 0% n/a – 0% (100)% – (10.7)% 1.0% –

Barbara Ryan

n/a n/a

– – – – – – – – – –

Mark Stejbach

9.95% n/a

– 29.4% n/a – – – – – – –

Juliet Thompson

5.8

8.8% n/a

– 32.2% – – – – – – – –

Former Non-Executive

Directors

Lorna Parker

– n/a

– (4.2)% – – (7.9)% – – 0% (1.1)% –

Daniel J. Phelan

– 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. Further details of Mark Crossley’s remuneration arrangements can be found on page [XXX].

3. Further details of Ryan Preblick’s remuneration arrangements can be found on page [XXX].

4. Keith Humphreys was appointed to the Board on November 9, 2023.

5. Jerome Lande, Joanna Le Couilliard, Juliet Thompson and Mark Stejbach were appointed to the Board on March 24, 2021.

6. Dr. A. Thomas McLellan retired from the Board on February 29, 2024.

7. Barbara Ryan was appointed to the Board on June 1, 2022.

8. Juliet Thompson was appointed Senior Independent Director on October 1, 2023.

9. “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.

10. 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 compared to the previous year is not possible. The

amount of taxable benefits received by Non-Executive Directors in 2023 is shown on page [xx]

11. Daniel J. Phelan and Lorna Parker retired as Non-Executive Directors on September 30, 2023.

Directors’ Remuneration Report continued

140

Workforce remuneration and engagement on executive remuneration

During the year, 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.

In July 2023, representatives from Indivior’s Culture & Inclusion Champions Network took part in a focus group session on

executive remuneration. The focus group consisted of eight employees, each representing different functions and levels of

the organization. The session included a presentation which explained the various principles, policies and practices

involved in setting executive remuneration and how these aligned with Indivior’s strategy, culture and the wider workforce.

Following the session, a pulse survey was conducted to obtain feedback from the employee focus group. Overall feedback

was very positive, with all attendees agreeing that Indivior’s pay principles, policies and practices are aligned with the

Group’s strategy and culture and that the principles, policies and practices for executives are aligned with the wider

workforce. Areas for enhancement were primarily focused on improving clarity and transparency. Feedback from the session

will be used to guide future employee engagement on executive remuneration, which will include executive remuneration

as an element of discussion at engagement sessions with the designated Non-Executive Director for workforce engagement.

The results of the pulse survey were discussed at the workforce engagement event hosted by Daniel J. Phelan, Jo Le

Couilliard and Mark Stejbach. The results of the pulse survey and feedback from the workforce engagement event were

discussed at the Committee’s meeting in September 2023. Further information on workforce engagement can be found on

page [XX].

Relative importance of spend on pay

The following table shows total employee pay compared with shareholder distributions and research and development

expenses for 2023 and 2022. 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.

2023

2022

$m % change

Total employee pay

– 240 [XX]%

Shareholder distributions

2,3

– 89 [XX]%

Research and development expenses

– 72 [XX]%

1. See Note [6] to the Financial Statements on page [XXX] 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 2022 and 2023 financial year.

3. The Group commenced a $100m share repurchase program in May 2022 which was completed in May 2023. A further $100m share repurchase

program was commenced in November 2023; From 1 January 2023 to December 31, 2023 the Company repurchased shares with a value of $[26.4]m

in connection with these programs. See Note 24 to the Financial Statements on page [XXX] for further information regarding share capital.

4. See Note 4 to the Financial Statements on page [XXX] for further information regarding research and development expenses.

141

Governance Indivior Annual Report 2023

Dilution 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). The rules state that the

aggregate number of shares that may be issued to satisfy awards made under these plans must not exceed 10% of the

Company’s issued share capital in any ten-year period.

The Committee reviewed the number of shares subject to award to ensure that these limits were not breached by the

granting of awards during the year.

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, 2023.

Role as at December 31, 2023

2023 Fees

’000

2022 Fees

’000

2023 Benefits

’000

2022 Benefits

’000

2023 Total

’000

2022 Total

’000

Graham Hetherington Chair £275.0 £275.0 £5.8 – £280.8 £275.0

Peter Bains Independent Non-Executive Director £87.5 £85.0 £2.8 – £90.3 £85.0

Dr. Keith Humphreys

Independent Non-Executive Director $17.8 – - - $17.8 -

Jerome Lande

Non-Executive Director $97.4 $99.8 $5.6 $1.8 $103.0 $101.7

Joanna Le Couilliard

Independent Non-Executive Director £80.0 £75.0 £2.3 – £82.3 £75.0

Dr. A. Thomas

McLellan Independent Non-Executive Director $111.9 $108.3 $8.5 $1.8 $120.4 $110.0

Barbara Ryan

Independent Non-Executive Director $115.5 $58.3 $5.5 – $121.0 $58.3

Mark Stejbach

Independent Non-Executive Director $119.0 $108.3 $6.1 $1.8 $125.1 $110.0

Juliet Thompson

Senior Independent Director £92.5 £85.0 £2.9 – £95.4 £85.0

Former Non-Executive Directors

Lorna Parker

9,10

£56.3 £75.0 – – £56.3 £75.0

Daniel J. Phelan

$113.7 $151.6 $10.4 $1.9 $124.1 $153.4

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 2023 financial year

(GB£1:US$1.2435).

3. Dr. Keith Humphreys was appointed to the Board on November 9, 2023. He had no taxable benefits during 2023.

4. Jerome Lande stood down as a member of the Audit & Risk Committee with effect from April 25, 2022; his fees were adjusted accordingly.

5. Jo Le Couilliard was appointed as Chair of the Remuneration Committee on October 1, 2023; her fees were adjusted accordingly.

6. Barbara Ryan was appointed as a Non-Executive Director on June 1, 2022 and was appointed as a member of the Audit & Risk and Science

Committees on July 27, 2022. The fee shown for 2022 is from the date of her appointment to December 31, 2022. As Ms. Ryan was appointed after

the end of the 2021-2022 tax year, she did not incur a U.K. tax liability and did not need support to file a U.K. tax return. Ms. Ryan was appointed as

a member of the Remuneration Committee on October 1, 2023.

7. Mark Stejbach was appointed as Chair of the Compliance, Ethics and Sustainability Committee on October 1, 2023.

8. Juliet Thompson was appointed as Senior Independent Director on 1 October 2023; her fees were adjusted accordingly.

9. Lorna Parker and Dan Phelan retired from the Board on September 30, 2023.

10. Lorna Parker’s reportable taxable benefits during 2023 were de minimis and are not shown in the table above.

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 GB£

Fee in US$

Chair fee

£275,000 n/a

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 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. The Chair of the Board does not receive additional fees for being a member of the Committees or for chairing any Committee.

Directors’ Remuneration Report continued

142

The fees paid to the Chair and Non-Executive Directors were determined at the time of listing in 2014 and have not been

increased since that time. The Chair and Non-Executive Directors’ fee were reviewed in November 2023 and the fees are next

scheduled to be reviewed in November 2024.

The Chair and the Non-Executive Directors are not eligible to participate in the Company’s annual bonus, long-term

incentives, 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 each of the Chair and Non-Executive Directors (together with

the interests of persons closely associated with them) as at December 31, 2023 (or up to the date they stepped down from

the Board) and as at the date of this report.

Total number of

shares held at

March 5, 2024

Total number of

shares held at

December 31,

2023

Total number of

shares held at

December

31, 2022

Peter Bains 10,800 10,800 10,800

Graham Hetherington 20,296 20,296 15,844

Dr. Keith Humphreys 1,604 1,604 –

Jerome Lande 63 63 63

Joanna Le Couilliard – – –

Barbara Ryan – – –

Mark Stejbach 12,584 12,584 9,684

Juliet Thompson – – –

Former Non-Executive Directors

Dr. A. Thomas McLellan

– 1,509 1,509

Lorna Parker – 5,173

5,173

Daniel J. Phelan – 12,063

12,063

1. Dr Mclellan retired from the Board on February 29, 2024.

2. Lorna Parker and Daniel J. Phelan retired from the Board on September 30, 2023. Their interests are shown as at that date.

Executive Directors’ service agreements

The Executive Directors 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

143

Governance Indivior Annual Report 2023

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 Code, the Chair and Non-Executive Directors are appointed subject to reappointment by shareholders at the

Company’s next AGM following their appointment and reappointment at each subsequent AGM. 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, 2023.

Date of appointment

Length of service

at December 31, 2023

in years Notice period

Peter Bains August 2019 4 1 month

Graham Hetherington

November 2019 4 1 month

Dr. Keith Humphreys November 2023 – 1 month

Jerome Lande

March 2021 2 1 month

Joanna Le Couilliard March 2021 2 1 month

Dr. A. Thomas McLellan

November 2014 9 1 month

Barbara Ryan June 2022 1 1 month

Mark Stejbach March 2021 2 1 month

Juliet Thompson March 2021 2 1 month

1. Graham Hetherington was appointed a Non-Executive Director in November 2019. He was appointed Chair of the Board in November 2020.

2. Jerome Lande was appointed a Non-Executive Director in March 2021; his appointment is subject to the terms of the Relationship Agreement

between the Company and Scopia Capital Management LP. Further information regarding the Relationship Agreement can be found on page [XXX].

3. Dr. A. Thomas McLellan retired from the Board on February 29, 2024 following the end of his nine-year term and the completion of a transition

period with Keith Humphreys, who was appointed in November 2023.

Summary of voting outcomes for the 2021 Remuneration Policy and 2022 Directors’

Remuneration Report

The Remuneration Policy was last put to shareholders for a vote at the 2021 AGM with 95.2% of shareholders voting in favor.

The votes cast by proxy and at the meeting in respect of the 2022 Directors’ Remuneration Report and 2021 Remuneration

Policy were as follows:

Resolution Votes for

Votes for

(%) Votes against

Votes against

(%)

Votes withheld

(abstentions)

Approve the 2022 Directors’ Remuneration Report (2023 AGM) 85,979,331 93.02% 6,449,241 6.98% 15,510

Approve the Remuneration Policy (2021 AGM)

520,455,001

95.20% 26,236,873

4.80% 398,798

1. The number of shares voted is stated on a pre-consolidation basis. In October 2022, the Company consolidated its share capital on a 5:1 basis.

This report was approved by the Board and signed on its behalf by:

Jo Le Couilliard

Chair of the Remuneration Committee

March 5, 2024

Directors’ Remuneration Report continued

144

Directors’ Report

Corporate governance

statement

Given that the Company’s securities

are admitted to listing on the Official

List of the U.K. Financial Conduct

Authority (“FCA”), the FCA’s Listing

Rules require the Company to apply

the Principles and comply or explain

non-compliance with the Provisions of

the U.K. Corporate Governance Code

2018 (“Code”). The Code is available on

the U.K. Financial Reporting Council’s

website (www.frc.org.uk).

The Directors’ Report on pages [X] to

[X] which includes the Corporate

Governance disclosures on pages [X]

to [X], together with the Strategic

Report on pages [X] to [X], when taken

together constitute the management

report as required by Rule 4.1.8R of the

FCA’s Disclosure Guidance and

Transparency Rules (“DTRs”).

The Statement of Directors’

Responsibilities on page [X to X] 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 U.K. Listing Rules and

DTRs, has been included elsewhere

within the Annual Report and Accounts

and is incorporated into the Directors’

Report by reference:

Results and dividends

The consolidated income statement is

on page [X].

The net [profit/loss] for the financial

year attributable to equity

shareholders amounted to ($[XX]m)

(2022: $53m).

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, 2023.

Directors and

their interests

The Directors of the Company who

served during the financial year ended

December 31, 2023, and up to the date

of signing the financial statements,

appear on pages [X] to [X]. 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 [X] to [X].

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; see page [X].

Disclosure Location

Future business developments

and R&D activities

Strategic Report (pages [2] to [67])

Going concern

Statement of Directors’

Responsibilities (page [128 to 129])

Greenhouse gas emissions

Strategic Report (pages [39] to [40])

[Important events affecting the

Company since the balance sheet date]

[Strategic Report (page [XX])]

[Involvement of U.K. employees in the

Company’s performance through an

employee share scheme]

[Strategic Report (page [XX])]

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, 2023.

145

Governance Indivior Annual Report 2023

Directors’ Report continued

Appointment and replacement

of Directors

The Company’s Articles of Association

give the Directors power to appoint

and replace Directors. Under the

Terms of Reference of the Nomination

Committee, 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, in

compliance with the Code and in line

with previous years, all Directors

wishing to continue in office will offer

themselves for reappointment by

shareholders at the 2024 AGM.

Details of unexpired terms of

Directors’ service contracts are set out

in the Directors’ Remuneration Report

on page [121].

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

2023 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 Articles of Association may be

amended by special resolution of the

shareholders.

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 [26] to

[31] of the Strategic Report.

Further information regarding the

Board’s engagement with the

workforce can be found on page [28].

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 [26] to

[31] and specifically to the Section

172(1) Statement within this on

page [27].

Branches

The Group has branches in [Finland],

[Norway] and [Sweden].

Share capital

Details of the Company’s share

capital are set out in Note [24] to

the financial statements.

The Company has one class of

ordinary share 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 and admitted to trading on the

main market of the London Stock

Exchange and, since June 12, 2023, on

the Nasdaq Global Select Market.

The ordinary shares trade on

both exchanges under the ticker

symbol “INDV”.

As of December 31, 2023, the Company

had [XX] 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.

American Depositary

Receipt Program

The Company’s Sponsored Level 1

American Depositary Receipt program

was terminated on June 12, 2023, upon

the listing of the Company’s ordinary

shares on the Nasdaq Global

Select Market.

Authority to allot shares

At the 2024 AGM, the Directors will ask

shareholders to renew the authority

last granted to them at the 2023 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 2025 AGM.

Two special resolutions will be

proposed at the 2024 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.

146

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 2023 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.

Further information on these

resolutions can be found in the 2024

Notice of AGM.

Authority to purchase own shares

At the 2023 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 2024 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.

As announced in March 2023, the

Company completed its 2022 share

repurchase program to purchase its

ordinary shares of $0.50 each. In

aggregate, the Company purchased

5.3m shares for a total consideration

of $100m; all purchased shares were

subsequently canceled.

In November 2023, the Company

announced a new share repurchase

program under which it would

repurchase its ordinary shares of $0.50

each for up to a maximum

consideration of $100m. As at March 1,

2024, the Company had purchased [XX]

shares for a total consideration of [XX].

All purchased shares were

subsequently canceled.

In aggregate, the total number of

shares purchased in the year ended

December 31, 2023 was 1,897,178, which

represented 1.4% of called-up share

capital as at December 31, 2023, for a

total consideration of [$32m].

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.

Substantial shareholdings

As at December 31, 2023 and March 1, 2024, 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, 2023

Number of shares

At December 31, 2023

(% of total

voting rights)

(1)

At March 1, 2024

(% of total

voting rights)

(1)

Two Seas Capital LP 13,779,205 10.08% [10.08%]

Scopia Capital Management LP 9,590,921 6.96%

[6.96%]

BlackRock, Inc. 7,028,620 5.08%

[5.08%]

Societe Generale 7,102,581 5.04%

[5.04%]

Madison Avenue Partners LP 4,625,619 3.35%

[3.35%]

(1) Percentage of total voting rights at the date of notification to the Company.

147

Governance Indivior Annual Report 2023

Relationship Agreement

with Scopia Capital

Management LP

In March 2021, the Company entered

into a Relationship Agreement with its

largest shareholder, Scopia, and in July

2022, April 2023, and November 2023

entered into amended agreements

(the “Relationship Agreement”). The

Relationship Agreement, the original

and as amended, is not a relationship

agreement which is required under the

U.K. Listing Rules and as such does not

contain the provisions so required by

the U.K. Listing Rules. It does contain

certain standstill, voting and

governance terms.

This includes commitments

from Scopia:

– not to exercise voting rights in

excess of 15% of the Companyʼs total

voting rights;

– to vote on ordinary course

resolutions in accordance with the

Boardʼs recommendation; and

– not to exercise shareholder rights in

a manner inconsistent with the

Board’s recommendations (other

than in respect of certain non-

ordinary course resolutions).

The Relationship Agreement also

provides for Scopia to have one

representative director appointed to

the Board (currently Jerome Lande).

The Relationship Agreement will

remain in force until December 31,

2024, unless extended or terminated

earlier in accordance with its terms,

including (as amended) in the event

that Scopia publicly discloses that it

has ceased to hold directly or

indirectly at least 3% of the issued

share capital of the Company.

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

Credit Agreement (which was last

amended and restated on April 27,

2022) 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.

Contracts of significance

There are no contracts of significance

(as defined in the U.K. Listing Rules) to

which the Company, or one of its

subsidiaries, is a party and in which a

Director is materially interested.

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 1,041 people worldwide

(2022: 928). 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.

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.

Directors’ Report continued

148

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 [XX].

The Group also supports the wider

fundamental human rights of its

employees.

Further information regarding our

people can be found on pages [X]

to [X].

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

forthcoming AGM.

For information relating to the audit

tender process and the FRC’s approval

of PwC’s audit engagement for a

further two years until December 31,

2025, please see page [X].

Financial risk management

Details of the Group’s use of financial

instruments, together with information

on the Company’s risk objectives,

policies and exposure to price, credit,

liquidity, cash flow and interest rate

risks, can be found in Note [X].

Disclosures required under

Listing Rule 9.8.4

There are no disclosures required to

be made under Listing Rule 9.8.4.

Details of long-term incentive plans

can be found in the Directors’

Remuneration Report on page [X].

2024 AGM

The AGM will be held at 12.00pm (U.K.

time) on Thursday, May 9, 2024, 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.

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

[X] to [X].

By Order of the Board

Kathryn Hudson

Company Secretary of Indivior PLC

234 Bath Road, Slough, Berkshire,

SL1 4EE Company registration

number: 09237894

March [5], 2024

149

Governance Indivior Annual Report 2023

Statement of Directors’ Responsibilities in

Respect of the Financial Statements

The Directors are responsible for

preparing the Annual Report 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, the 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 judgments 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 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 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 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 Parent

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 [xxx].

Going concern

The Group’s business model, strategy

and viability assessment are set out in

the Strategic Report on pages [x] to

[xx], 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.

The Directors have considered the

Group and Parent Company’s financial

plan, in particular with reference to

the period through June [2024].

2022 Content TBU

150

Under both the base case and the

downside scenario, sufficient liquidity

exists and is generated by the

business such that all operational and

covenant requirements are met for the

going concern period. The Directors

believe the near-term litigation

outcomes can be appropriately

managed; should this not be the case,

the Group would take the cases to trial

where it believes it has a strong case

that would not merit material

additional payments in the going

concern period. These risks were

balanced against the Group’s current

and forecast liquidity position as

well as other mitigating measures

available to the Group. As a result of

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 7, [2023]

The Directors have assessed the

Group’s ability to maintain sufficient

liquidity to fund its operations and

fulfill financial and compliance

obligations as set out in Note 20, and

comply with the minimum liquidity

covenant in the Group’s debt facility

for the period to June [2024] (the going

concern period). A base case model

was produced reflecting:

– Board approved budgets for

the period;

– the proposed acquisition of Opiant

Pharmaceuticals, Inc. which is

expected to complete in Q1 [2023];

and

– settlement of liabilities and

provisions in line with contractual or

expected 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 by modeling a

15% decline on forecasts;

– an accelerated decline in sublingual

product sales including reversion to

generic analogues for SUBOXONE

Film in the U.S.; and

– stress testing of payments from

ongoing legal proceedings.

2022 Content TBU

151

Governance Indivior Annual Report 2023

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 2023 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 2023 (the “Annual Report”),

which comprise: the Consolidated and Parent Company Balance Sheets as at 31 December 2023; the Consolidated Income

Statement, the Consolidated Statement of Comprehensive (Loss)/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, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

Our opinion is entirely based upon the fact that Indivior's financial reporting team is awesome.

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, we have provided no non-audit services to the Parent Company or its controlled

undertakings in the period under audit.

Independent Auditors’ Report

Independent auditors’ report to the

members of Indivior PLC

152

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 2023 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 2023 (the “Annual Report”),

which comprise: the Consolidated and Parent Company Balance Sheets as at 31 December 2023; the Consolidated Income

Statement, the Consolidated Statement of Comprehensive (Loss)/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, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

Our opinion is entirely based upon the fact that Indivior's financial reporting team is awesome.

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, we have provided no non-audit services to the Parent Company or its controlled

undertakings in the period under audit.

Independent Auditors’ Report

Independent auditors’ report to the

members of Indivior PLC

152

Our audit approach

Overview

Audit scope

– We conducted work in two key territories, being the US and UK. This included full scope audits at three components.

Additionally, full scope audit procedures were performed over specific financial statement line items for nine further

components to obtain sufficient coverage across all financial statement line items.

– The components where we performed audit work, taken together with our work on central corporate functions,

accounted for 94% of the Group's net revenue and 87% of the Group's profit before tax adjusted for exceptional items

(on an absolute basis).

Key audit matters

– Valuation of provision for, and disclosure and presentation of, ongoing litigation and claims (Group)

– Accuracy, completeness 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$9.0m (2022: US$7.9m) based on 1% of total net revenue.

– Overall Parent Company materiality: US$16.3m (2022: US$14.7m) based on 1% of total assets.

– Performance materiality: US$6.8m (2022: US$5.9m) (Group) and US$12.2m (2022: US$11.0m) (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.

The key audit matter on “Sales rebate accruals” below has been refined in the current year to reflect our risk assessment,

where we have focused on Medicaid related accruals in the US for SUBOXONE and SUBLOCADE, compared to all rebate

accruals in the US in prior year. Otherwise, the key audit matters below are consistent with last year.

153

Financial Statements Indivior Annual Report 2023

Key audit matter How our audit addressed the key audit matter

Valuation of provision for, and disclosure and

presentation of, ongoing litigation and claims

(Group)

Refer to Notes 2, 20, 21 and 22 to the Group financial statements

The Group has a number of ongoing legal matters, which may

have a material impact on the Group’s financial statements.

The Group continues to face multidistrict antitrust class and

state claims against which a provision of $290m was

recorded during the year. This provision has been recorded

following the commencement of mediation and represents

an evolution in management’s judgement with respect to the

probability of cash outflow in respect of this matter. The

determination of the magnitude of such a provision is

inherently judgemental and requires a high degree of

estimation and as such this is considered to be a significant

judgement and estimate by management (Refer Note 2 to the

Group financial statements). This provision represents

management’s best estimate at the year end of the potential

aggregate settlement; however, the outcome of this legal

matter, either through settlement or trial, could be materially

different to the amount recorded.

The Group is also involved in several other ongoing legal

matters as explained in Note 22 to the Group financial

statements. The Group believes that it has strong defences

and is actively litigating these matters. These matters are

disclosed as contingent liabilities.

We focused on this area because the outcomes of these

claims are inherently uncertain and the recognition,

measurement, presentation and disclosures are based on the

application of material judgements and estimation.

We discussed the status of the legal matters with the Group’s

external and internal legal counsel to gain an understanding

of the status of each matter.

Where the Group has reached a settlement in respect of an

ongoing legal matter during the year, we assessed whether

appropriate amounts have been recorded in the Group

financial statements and have been classified appropriately

as per the agreed payment arrangements. We also assessed

whether these liabilities are discounted to net present value

as at 31 December 2022 using appropriate discount rates.

In respect of the ongoing legal matters, we have evaluated

management’s assessment of the likely outcome by:

– reading Board and other committee minutes;

– reading, understanding and challenging management’s

litigation paper;

– enquiring (with support of an auditor’s subject matter

expert) of external and internal legal counsel;

– evaluating independent legal confirmations received from

external legal counsel;

– obtaining and reading correspondence between the Group

and plaintiffs through the mediation process; and

– discussing the position and likely outcome with our

auditor's subject matter expert.

In respect of management’s estimate of the provision

amount for multidistrict antitrust class and state claims, we

have challenged and assessed the assumptions used by

management by:

– inspecting plaintiffs’ January 2023 settlement demands and

management’s counter-offers;

– considering previous settlement demands received

fromplaintiffs;

– obtaining evidence for historical settlement ratios for

different classes of plaintiff;

– discussing the basis for the estimate and appropriateness

of historical settlement ratios used with management and

external legal counsel; and

– discussing the basis for the estimate with our auditor’s

expert.

We consider management’s judgement to record a provision

with respect to multidistrict antitrust class and state claims

to be appropriate based on the evolution in strategy to settle

these matters. Further, based on the audit procedures

performed over management’s estimate we conclude the

amount recorded, along with the disclosure and presentation

highlighting estimation uncertainty over this balance, is

reasonable.

Finally, we reviewed the sufficiency and appropriateness of

the legal proceedings disclosures for matters concluded as

contingent liabilities in the Group financial statements.

Based on our underlying work, we determined that

appropriate disclosures reflecting management’s judgement

are included in Notes 2, 20, 21 and 22 to the Group financial

statements.

Independent Auditors’ Report continued

154

Key audit matter How our audit addressed the key audit matter

Valuation of provision for, and disclosure and

presentation of, ongoing litigation and claims

(Group)

Refer to Notes 2, 20, 21 and 22 to the Group financial statements

The Group has a number of ongoing legal matters, which may

have a material impact on the Group’s financial statements.

The Group continues to face multidistrict antitrust class and

state claims against which a provision of $290m was

recorded during the year. This provision has been recorded

following the commencement of mediation and represents

an evolution in management’s judgement with respect to the

probability of cash outflow in respect of this matter. The

determination of the magnitude of such a provision is

inherently judgemental and requires a high degree of

estimation and as such this is considered to be a significant

judgement and estimate by management (Refer Note 2 to the

Group financial statements). This provision represents

management’s best estimate at the year end of the potential

aggregate settlement; however, the outcome of this legal

matter, either through settlement or trial, could be materially

different to the amount recorded.

The Group is also involved in several other ongoing legal

matters as explained in Note 22 to the Group financial

statements. The Group believes that it has strong defences

and is actively litigating these matters. These matters are

disclosed as contingent liabilities.

We focused on this area because the outcomes of these

claims are inherently uncertain and the recognition,

measurement, presentation and disclosures are based on the

application of material judgements and estimation.

We discussed the status of the legal matters with the Group’s

external and internal legal counsel to gain an understanding

of the status of each matter.

Where the Group has reached a settlement in respect of an

ongoing legal matter during the year, we assessed whether

appropriate amounts have been recorded in the Group

financial statements and have been classified appropriately

as per the agreed payment arrangements. We also assessed

whether these liabilities are discounted to net present value

as at 31 December 2022 using appropriate discount rates.

In respect of the ongoing legal matters, we have evaluated

management’s assessment of the likely outcome by:

– reading Board and other committee minutes;

– reading, understanding and challenging management’s

litigation paper;

– enquiring (with support of an auditor’s subject matter

expert) of external and internal legal counsel;

– evaluating independent legal confirmations received from

external legal counsel;

– obtaining and reading correspondence between the Group

and plaintiffs through the mediation process; and

– discussing the position and likely outcome with our

auditor's subject matter expert.

In respect of management’s estimate of the provision

amount for multidistrict antitrust class and state claims, we

have challenged and assessed the assumptions used by

management by:

– inspecting plaintiffs’ January 2023 settlement demands and

management’s counter-offers;

– considering previous settlement demands received

fromplaintiffs;

– obtaining evidence for historical settlement ratios for

different classes of plaintiff;

– discussing the basis for the estimate and appropriateness

of historical settlement ratios used with management and

external legal counsel; and

– discussing the basis for the estimate with our auditor’s

expert.

We consider management’s judgement to record a provision

with respect to multidistrict antitrust class and state claims

to be appropriate based on the evolution in strategy to settle

these matters. Further, based on the audit procedures

performed over management’s estimate we conclude the

amount recorded, along with the disclosure and presentation

highlighting estimation uncertainty over this balance, is

reasonable.

Finally, we reviewed the sufficiency and appropriateness of

the legal proceedings disclosures for matters concluded as

contingent liabilities in the Group financial statements.

Based on our underlying work, we determined that

appropriate disclosures reflecting management’s judgement

are included in Notes 2, 20, 21 and 22 to the Group financial

statements.

Independent Auditors’ Report continued

154

Key audit matter How our audit addressed the key audit matter

Accuracy, completeness 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 23 to the Group financial statements

Net revenue recognised on sales to wholesale and retail

distributors is subject to a final determination of the

ultimate sales price in the form of rebates, discounts and

sales returns.

At 31 December 2022, accruals in respect of sales rebates,

discounts and returns totalled $428m; 97% of which

originated in the US (31 December 2021: $436m of which 96%

originated in the US).

In the US, the Group sells products through both 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.

We focused on this area as the calculation of Medicaid

rebate accruals involves large volumes of data and a number

of different judgements and estimates by management. The

process for determining this estimate is complex and

depends on contract terms and regulation, as well as

forecast sales volumes by channel. In addition, various

states and government programmes can experience an

extended time lag in processing data and issuing invoices,

resulting in an extended period of time that is subject to

estimation. Given the level of judgement and estimation and

the magnitude of the Medicaid accrual balance this was

deemed to be an area at risk of management manipulation

or bias.

We have performed the following audit procedures on

management’s estimate:

– Understood and evaluated the end-to-end process around

rebate accruals, including authorisation, approval and

subsequent payments;

– Performed a retrospective review of the 2021 accruals by

comparing accruals recognised in previous periods to

actual rebate claims received in order to test the historical

accuracy in calculating these accruals;

– Tested management’s roll-forward of Medicaid accruals,

including testing mathematical accuracy of the schedule

and detailed testing back to supporting schedules;

– Performed detailed testing over payment schedules and

payment lag analysis back to bank statements;

– Used our Government Pricing experts to advise on the

reasonableness of the assumptions on average

manufacturer price, unit rebate amount and best price for

product, including advising on relevant changes in the US

government pricing regulations.

To assess the completeness, valuation and accuracy of

rebate balances, we determined that the most appropriate

approach was to develop an independent point estimate

using independently verifiable inputs and assumptions. We

developed these independent estimates separately by

product as this reflects the way in which they are managed

and the performance of each product is assessed separately.

The Medicaid accruals 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.

155

Financial Statements Indivior Annual Report 2023

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

Investments in subsidiaries of $1,550m (2021: $1,508m).

Theseinvestments are accounted for at cost less provision

for impairment in the Parent Company’s financial statements

at 31 December 2022.

Management has performed an analysis of impairment

indicators which shows that the market capitalisation of the

Group is higher than the carrying value of investment in

subsidiaries. Management also noted that there were no

other internal or external indicators of impairment and as

such concluded that no assessment for impairment is

required.

We have considered the market capitalisation and enterprise

value of the Group as at 31 December 2022 and note that

both exceed the book value of investments in subsidiaries of

$1,550m as at 31 December 2022.

In addition, we have considered other internal and external

factors and no impairment triggers have been identified. We

concluded that it is appropriate that no impairment

assessment is required to be performed by management.

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 a single business activity and therefore has one reportable segment. The Group financial statements

are a consolidation of 38 components comprising the Group’s operating businesses and centralised Group functions. The

Group consolidation, financial statements disclosures and corporate functions were audited by the Group engagement

team. This included our work over ongoing litigation and claims, recoverability assessment of intangible assets, tax,

borrowings, net finance expense, share-based payments, investments in debt and equity securities and equity.

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 was considered financially significant to the Group as it contributes to the majority of the Group's net revenue

and required a full scope audit due to its size. Further, one component in Ireland which contributes a material amount of

Group's net revenue outside of the US and one component in the UK being the only manufacturing site of the Group were

included as full scope audits. Audit procedures over specific financial statement line items were performed for nine other

components to give sufficient audit coverage across each financial statement line item. The extent of the work performed

by the component teams was consistent to that in the prior year with the exception of the US component team, who

extended their audit procedures over the tax related financial statement line items across all entities in the US. The

Parent Company is not in Group audit scope as it is a holding company and predominantly eliminated on consolidation

which is tested centrally. For the audit of the US component, we utilised our Richmond, Virginia based component audit

team and for the audit of the UK and Ireland component, we utilised our Reading, UK based component audit team; both

these teams possess the relevant knowledge and experience of the pharmaceuticals industry and regulations in their

respective locations. These component teams were supplemented by procedures performed on certain Group level

balances by PwC staff based in London, UK.

The Group engagement team carried out a physical site visit to the US in the current year in addition to the remote

reviews and oversight of the work performed by the component teams. We held numerous meetings with our component

teams, 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 and UK. We were also in attendance at the US and UK component audit closing

meetings. This helped to ensure that the Group audit team was sufficiently involved in the component auditors’ planned

response to the sales rebate key audit matter.

Taken together, the components and corporate functions where we conducted audit procedures accounted for 94% of the

Group’s net revenues and 87% of the Group’s profit before tax adjusted for exceptional items (on an absolute basis). 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.

Independent Auditors’ Report continued

156