THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006 . If you are in any doubt as to the c

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART II OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. If you are in any doubt as to the contents of this document or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Indivior Shares, please send this document and any accompanying documents or forms as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom you sell or have sold or transferred your Indivior Shares for delivery to the purchaser or transferee. However, these documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you have sold or otherwise transferred only part of your holding of Indivior Shares, you should retain these documents and contact the bank, stockbroker or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document and or the accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to purchase, acquire, subscribe for, sell or dispose of, any security, including any fully paid ordinary shares in the capital of Indivior.

(incorporated in the United Kingdom with registered number 09237894)

Recommended proposal to establish

Indivior Pharmaceuticals, Inc.

as the holding company of the Indivior Group by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Notices of Court Meeting and Extraordinary General Meeting

This document has been prepared to comply with English law and applicable regulations, and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any other jurisdiction. This document has not been approved by the SEC or any other regulatory authority of any jurisdiction, nor have any of the foregoing passed upon or endorsed the accuracy or adequacy of this document.

This document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Forms of Proxy, Forms of Instruction or Forms of Direction (as applicable).

Capitalised terms used in this document have the meanings ascribed to them in the section of this document headed Part VIII (Definitions). References to times are to U.K. time unless otherwise stated.

Your attention is drawn to the letter from the Chair of Indivior in Part I (Letter from the Chair) of this document, which contains the unanimous recommendation of the Indivior Board that you vote in favour of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the Extraordinary General Meeting. Part II (Explanatory Statement) of this document contains a more detailed explanation of the Scheme.

Notices of the Court Meeting and the Extraordinary General Meeting, both of which will be held at the offices of Freshfields LLP (100 Bishopsgate, London, EC2P 2SR) on 11 December 2025, are set out in Part IX (Notice of Court Meeting) and Part X (Notice of Extraordinary General Meeting) of this document respectively. The Court Meeting will start at 12.00 p.m. (U.K. time) and the Extraordinary General Meeting at 12.15 p.m. (U.K. time) (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

The action to be taken by Indivior Shareholders in relation to the Court Meeting and the Extraordinary General Meeting is set out in paragraph 5 of Part I (Letter from the Chair) and paragraph 16 of Part II (Explanatory Statement) of this document. It is very important that as many Indivior Shareholders as possible cast their votes so that the Court can be satisfied that there is a fair and reasonable representation of their views. Indivior Shareholders will receive a BLUE-BANDED Form of Proxy, Form of Direction and or Form of Instruction for use (as applicable) in connection with the Court Meeting and a PURPLE-BANDED Form of Proxy, Form of Direction and or Form of Instruction for use (as applicable) in connection with the Extraordinary General Meeting. Whether or not you intend to be present at the Court Meeting and the Extraordinary General Meeting in person, please complete and sign each of the Forms of Proxy, Forms of Instruction and or Forms of Direction (as applicable) (or appoint a proxy electronically, if you hold Indivior Shares directly (in certificated form), as referred to below) in accordance with the instructions printed on them. These should then be returned (i) in respect of Forms of Proxy, to Computershare Trust Company, N.A. and (b) in respect of Forms of Instruction and Forms of Direction, to Computershare Investor Services PLC ("Computershare U.K."), as soon as possible and, in any event, so as to be received by

(a)BLUE-BANDED Form of Proxy for the Court Meeting and PURPLE-BANDED Form of Proxy for the Extraordinary General Meeting by 12.00 p.m. and 12.15 p.m. (U.K. time) (respectively) on 9 December 2025

(b)BLUE-BANDED Form of Instruction for the Court Meeting and PURPLE-BANDED Form of Instruction for the Extraordinary General Meeting by 12.00 p.m. and 12.15 p.m. (U.K. time) (respectively) on 8 December 2025 and

(c)BLUE-BANDED Form of Direction for the Court Meeting and PURPLE-BANDED Form of Direction for the Extraordinary General Meeting by 12.00 p.m. and 12.15 p.m. (U.K. time) (respectively) on 5 December 2025.

If the BLUE-BANDED Form of Proxy for the Court Meeting is not returned by the specified time, it may be handed to representatives of Computershare U.K. or the Chair of the Court Meeting before the start of that meeting and will still be valid. However, in order to be valid, the BLUE-BANDED Form of Instruction and or Form of Direction (as applicable) must be received no later than the time mentioned in the instructions printed on it. In the case of the Extraordinary General Meeting, if the PURPLE-BANDED Form of Proxy, Form of Instruction and or Form of Direction (as applicable) is not returned by the time mentioned in the instructions printed on it, it will be invalid. The completion and return of the Forms of Proxy, Forms of Instruction or Forms of Direction (as applicable) will not prevent Indivior Shareholders from attending, voting and speaking in person at either the Court Meeting or the Extraordinary General Meeting, or any adjournment thereof, if they so wish.

In order to attend the Court Meeting and the Extraordinary General Meeting, Indivior DI Holders and Indivior CSN Holders will need to obtain a Letter of Representation from Computershare U.K. in advance of the Meetings. Accordingly, should such holder, or a representative of that holder, wish to attend the Meetings and or vote at the Meetings, they must notify the DI Depositary in writing or email csnditeam computershare.co.uk by no later than 12.00 p.m. (U.K. time) on 3 December 2025 (for Indivior CSN Holders) and 4 December 2025 (for Indivior DI Holders) in respect of the Court Meeting, and 12.15 p.m. (U.K. time) on 3 December 2025 (for Indivior CSN Holders) and 4 December 2025 (for Indivior DI Holders) in respect of the Extraordinary General Meeting.

If you hold Indivior Shares directly (in certificated form), alternatively to completing the hard-copy Forms of Proxy, you may submit your proxy vote electronically via the InvestorVote service at www.investorvote.com INPLGM, where full details of the procedure are given. Indivior Shareholders are advised to read the terms and conditions of use carefully and will need the Control Numbers set out on the Forms of Proxy. Electronic proxy appointments must be received by the Company's Transfer Agent, Computershare Trust Company, N.A., by no later than 12.00 p.m. (U.K. time) on 9 December 2025 in respect of the Court Meeting and 12.15 p.m. (U.K. time) on 9 December 2025 in respect of the Extraordinary General Meeting.

If you hold Indivior DIs directly, you are entitled to provide voting instructions for the Court Meeting and the Extraordinary General Meeting to Computershare U.K., in its capacity as DI Depositary, in respect of the Indivior DIs registered in your name in accordance with the procedures described in the notes to the Notice of Extraordinary General Meeting and by following the instructions on the Forms of Instruction that will accompany this document. Voting instructions must be received by no later than 12.00 (U.K. time) on 8 December 2025 in respect of the Court Meeting and 12.15 p.m. (U.K. time) on 8 December 2025 in respect of the Extraordinary General Meeting. Further details are set out in Part II (Explanatory Statement) of this document.

If you hold Indivior DIs via the Indivior CSN, you are entitled to provide voting instructions for the Court Meeting and the Extraordinary General Meeting to Computershare U.K., in its capacity as DI Depositary, in respect of the Indivior DIs that you are beneficially entitled to in accordance with the procedures described in the notes to the Notice of Extraordinary General Meeting and by following the instructions on the Forms of Direction that will accompany this document. Voting instructions must be received by no later than 12.00 p.m. (U.K. time) on 5 December 2025 in respect of the Court Meeting and 12.15 p.m. (U.K. time) on 5 December 2025 in respect of the Extraordinary General Meeting. Further details are set out in Part II (Explanatory Statement) of this document.

If your shares are held in a stock brokerage account or through a broker, bank or other nominee, you are considered the beneficial owner of Indivior Shares, and this Scheme Circular is being made available or forwarded to you by or on behalf of your broker, bank or other nominee. As the beneficial owner, you may have the right to direct your broker, bank or other nominee on how to vote your shares by following the instructions for voting on the voting instruction form that will accompany this document. Please note that your broker, bank or nominee will have their own cut-off time for receipt of voting instructions. If you do not direct your broker, bank or other nominee on how to vote your shares by following the instructions on the voting instruction form, your Indivior Shares will not be voted at the Court Meeting or Extraordinary General Meeting.

If your shares are held through the Indivior PLC U.S. Employee Stock Purchase Plan, or if you are a registered holder of Indivior PLC Depositary Receipts and require further information on how to vote your shares please contact your share plan administrator or, in respect of Depositary Receipts, Computershare Trust Company, N.A. using the contact information detailed in their recent communications.

If the Scheme proceeds as presently envisaged and all applicable approvals are obtained on the expected timeline, it is currently anticipated that the Indivior Shares will cease trading on the Global Select Market of The Nasdaq Stock Market LLC ("Nasdaq") at the close of trading on the trading day prior to the Listing Effective Date and that trading of Indivior Pharmaceuticals Shares on Nasdaq will commence at the start of trading on the Listing Effective Date.

If you have any practical questions about this document, the Court Meeting, the Extraordinary General Meeting or on the completion and return of the Forms of Proxy, Forms of Instruction and Forms of Direction (as applicable) please call the Shareholder Helpline. Details of the Shareholder Helpline can be found on page 88 in the notes to the Notice of Extraordinary General Meeting. Please note that calls may be monitored or recorded and the Shareholder Helpline cannot provide financial, legal or tax advice or advice on the merits of the Scheme.

Certain terms used in this document are defined in Part VIII (Definitions).

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorised. The contents of this document are not to be construed as legal, financial or tax advice. Each person should consult his or her own independent legal, financial or tax adviser for legal, financial or tax advice.

The Indivior Pharmaceuticals Shares to be issued to Indivior Shareholders in connection with the Scheme will not be, and are not required to be, registered with the SEC under the U.S. Securities Act, in reliance upon the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act. Pursuant to Section 3(a)(10), Indivior and Indivior Pharmaceuticals will advise the Court that they will rely on the Section 3(a)(10) exemption based on the Court's approval of the Scheme, and the Court will hold a hearing on the Scheme's fairness to Indivior Shareholders. Indivior will give timely notice of such fairness hearing to all Indivior Shareholders, each of whom will be entitled to appear. Indivior

Shareholders who are Affiliate Shareholders will, after the Scheme Effective Time, be subject to the same U.S. transfer restrictions relating to the Indivior Pharmaceuticals Shares received pursuant to the Scheme as those to which they are currently subject.

Forward looking statements

This document (including information incorporated by reference in this document) may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Indivior about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this document include statements relating to approval of the Scheme, the expected effects of the Scheme on the Group, the expected timing and scope of the Scheme, the Court's approval of the Scheme, the listing and start of trading of the Indivior Pharmaceuticals Shares on Nasdaq, the terms of the organisational documents of Indivior Pharmaceuticals, and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. By their nature, such forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future. Actual results may differ materially from those expressed or implied in these forward-looking statements.

The forward-looking statements in this document are made based upon our current expectations and beliefs concerning future events and involve a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategy and the environment in which we operate, which may prove to be inaccurate. These factors include the satisfaction of the Conditions, risks related to obtaining requisite shareholder approval as well as additional inherent business and economic risk factors described in Indivior's public filings and that will be described in Indivior Pharmaceuticals' SEC filings. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Indivior, Indivior Pharmaceuticals nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Indivior nor Indivior Pharmaceuticals is under any obligation, and Indivior and Indivior Pharmaceuticals expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Indivior Share or Indivior Pharmaceuticals Share (as the case may be) for the current or future financial years would necessarily match or exceed the historical published earnings per Indivior Share.

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1

Part I LETTER FROM THE CHAIR 4

Part II EXPLANATORY STATEMENT 8

Part III ADDITIONAL INFORMATION 22

Part IV SETTLEMENT AND DEALINGS IN INDIVIOR PHARMACEUTICALS SHARES

FOLLOWING THE SCHEME EFFECTIVE TIME 33

Part V COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS AND DESCRIPTION OF CAPITAL STOCK OF INDIVIOR PHARMACEUTICALS AFTER THE

Part VI FREQUENTLY ASKED QUESTIONS 53

Part VII THE SCHEME OF ARRANGEMENT 58

Part VIII DEFINITIONS 65

Part IX NOTICE OF COURT MEETING 73

Part X NOTICE OF EXTRAORDINARY GENERAL MEETING 78

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown are U.K. times unless otherwise stated. All dates and times are based on Indivior's current expectations and are subject to change. If any of the dates and or times in this expected timetable change, the revised dates and or times will be notified to Indivior Shareholders by announcement through a Form 8-K, with such announcement being made available on Indivior's website at https www.indivior.com en investors sec-filings.

Event Expected time date

Voting Record Time for beneficial owners of Indivior Shares held in a stock brokerage account or through a bank, broker or other nominee which is a DTC participant to be eligible to vote for the Court Meeting and Extraordinary General Meeting(1)

Voting Record Time for Indivior DI Holders and Indivior CSN Holders for the Court Meeting and Extraordinary General Meeting

Latest time for lodging Forms of Direction (Indivior CSN Holders) for Court Meeting (BLUE-BANDED form)

Latest time for lodging Forms of Direction (Indivior CSN Holders) for Extraordinary General Meeting (PURPLE- BANDED form)

Latest time for lodging Forms of Instruction (Indivior DI Holders) for Court Meeting (BLUE-BANDED form)

Latest time for lodging Forms of Instruction (Indivior DI Holders) for Extraordinary General Meeting (PURPLE- BANDED form)

Latest time for lodging Forms of Proxy (direct shareholders) for Court Meeting (BLUE-BANDED form)

Latest time for lodging Forms of Proxy (direct shareholders) for Extraordinary General Meeting (PURPLE-BANDED form)

Voting Record Time for direct shareholders for the Court Meeting and Extraordinary General Meeting

5.00 p.m. (New York time) on

6.00 p.m. on 5 December 2025(2)

12.00 p.m. on 5 December 2025(3)

12.15 p.m. on 5 December 2025(3)

12.00 p.m. on 8 December 2025(3)

12.15 p.m. on 8 December 2025(3)

12.00 p.m. on 9 December 2025(3)

12.15 p.m. on 9 December 2025(3)

12.15 p.m. on 9 December 2025(2)

Court Meeting 12.00 p.m. on 11 December 2025

Extraordinary General Meeting 12.15 p.m. on 11 December 2025(4)

Court Hearing 22 January 2026(5)

Last day for registration of transfers of Indivior Shares, and disablement in CREST of Indivior DIs

Scheme Effective Date(6)

Scheme Record Time 6.00 p.m. (New York time) on the Scheme Effective Date(6)

Scheme Effective Time Not later than 6.59 p.m. (New York time) on the Scheme Effective Date(6)

Cancellation of the entire existing share capital of Indivior, new shares in Indivior issued to Indivior Pharmaceuticals, issuance of Indivior Pharmaceuticals Shares to Indivior Shareholders

Following 6.59 p.m. (New York time) on the

Scheme Effective Date(6)

Event Expected time date

Indivior Shares cease trading on Nasdaq Close of trading on the trading day prior to

the Listing Effective Date(6)

Commencement of trading in Indivior Pharmaceuticals Shares on Nasdaq

Indivior Pharmaceuticals Shares registered through DRS (in respect of Scheme Shares held directly

(in certificated form only))

Creation of Indivior Pharmaceuticals DIs by Computershare U.K. and issuance of such Indivior Pharmaceuticals DIs to CREST participant accounts

Despatch of letters of transmittal to direct Indivior Shareholders (in certificated form)

Despatch of CSN holding statements to Indivior Pharmaceuticals CSN Holders

Open of trading on the Listing

As soon as possible after the Nasdaq

Listing Effective Time

As soon as possible after the Nasdaq

Listing Effective Time

No later than 14 days after the Nasdaq

Listing Effective Time

No later than 14 days after the Nasdaq

Listing Effective Time

(1)If your shares are held in a stock brokerage account or through a broker, bank or other nominee, you are considered the beneficial owner of Indivior Shares. As the beneficial owner, you may have the right to direct your broker, bank or other nominee on how to vote your shares by following the instructions for voting on the voting instruction form that will accompany this document. Please note that your broker, bank or nominee will have their own cut-off time for receipt of voting instructions. If you do not direct your broker, bank or other nominee on how to vote your shares by following the instructions on the voting instruction form, your Indivior Shares will not be voted at the Court Meeting or Extraordinary General Meeting.

(2)If either the Court Meeting or the Extraordinary General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be (i) 6.00 p.m. on the date which is four U.K. business days before the date set for such adjourned Meeting for Indivior DI Holders and Indivior CSN Holders (provided that if both the Court Meeting and the Extraordinary General Meeting are adjourned to the same date, the Voting Record Time for Indivior DI Holders and Indivior CSN Holders for both meetings will be the time that is four U.K. business days before the time and date set for the later to occur of the adjourned Court Meeting and the adjourned Extraordinary General Meeting) and (ii) 12.15 p.m. on the date which is two