INDIVIOR PLC

SEC rules and regulations and Nasdaq listing standards require that the Audit & Risk Committee be comprised of at least three members who are all independent and possess requisite financial literacy, including at least one member who qualifies as an “audit committee financial expert.” Our Board has determined that each of Ms. Thompson and Ms. LeCouilliard qualify as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirement of Nasdaq.

Corporate Governance Guidelines

During the year, the Board undertook a comprehensive review of its governance framework to ensure it supports the Company as it continues its transition to the requirements of a U.S.-listed domestic filer, while also meeting the requirements of an “Equity Shares (Transition)” issuer in the U.K. Pursuant to that review, effective January 1, 2025, the Board adopted new Corporate Governance Guidelines which describe the principles and practices the Board will follow in carrying out its responsibilities. In addition, each Board Committee’s Terms of Reference has been replaced by a US-style Charter. To further align with U.S. practices, the Remuneration Committee changed its name to the Compensation Committee and the Senior Independent Director was re-designated the Lead Independent Director. These changes are designed to meet the governance expectations and requirements to which a U.S.-listed domestic filer is expected to adhere. The new Corporate Governance Guidelines and Board Committee Charters are available at www.indivior.com.

Board Practices

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under Nasdaq’s rules for domestic U.S. issuers, provided that we disclose which requirements we are not following and describe the equivalent home country requirement. However, notwithstanding our ability to follow the corporate governance practices of our home country, England, in most cases we have elected to adhere to the corporate governance rules of Nasdaq applicable to U.S. domestic registrants that are not “controlled” companies. The corporate governance practices that we follow in lieu of Nasdaq’s corporate governance rules are as follows:

•We have established various equity compensation plans as described in Item 11 of this report, below. Under English law, subject to the provisions of a company's constitutional documents and the rules of the applicable equity compensation plan, a company with a Transition Segment

Secondary Listing does not require shareholder approval to establish or materially amend an equity compensation arrangement pursuant to which stock may be acquired by officers, directors, employees, or consultants of the company. Neither the Company's Articles of Association nor the Committee Charter contain any such shareholder approval requirement. We have implemented such plans following approval by only the Company's Compensation Committee, in lieu of the requirement to comply with Rule 5635(c), which otherwise would require shareholder approval prior to the issuance of securities under such plans.