As filed with the Securities and Exchange Commission on October 24, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Indivior PLC
(Exact name of registrant as specified in its charter)
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| England and Wales | | 98-1204773 |
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(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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10710 Midlothian Turnpike Suite 125
North Chesterfield, VA | | 23235 |
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| (Address of principal executive offices) | | (Zip Code) |
Indivior 2024 Long-Term Incentive Plan
Indivior UK Savings Related Share Option Plan
Indivior 2024 UK Savings Related Share Option Plan
Indivior Group Deferred Bonus Plan
Indivior PLC U.S. Employee Stock Purchase Plan
(Full title of the plan)
Jeff Burris
Chief Legal Officer
Indivior PLC
10710 Midlothian Turnpike, Suite 125
North Chesterfield, Virginia 23255
(Name and address of agent for service)
(804) 379-1090
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I of Form S-8 to be contained in the Section 10(a) prospectuses is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8. The document(s) containing the information specified in Part I will be delivered to employees of Indivior PLC and employees of subsidiaries of Indivior PLC participating in the plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute prospectuses that meet the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The reports or documents listed below have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by Indivior PLC (the “Registrant”) and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed:
(a)The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Commission on March 6, 2024 (the “2023 Annual Report”);
(b)The Registrant’s Report on Form 6-K filed with the Commission on March 21, 2024 (addressing appointment of non-executive director);
(c)Exhibit 99.2 to the Registrant’s Report on Form 6-K filed with the Commission on April 25, 2024; and
(d)Exhibit 99.2 to the Registrant’s Report on Form 6-K filed with the Commission on July 25, 2024;
(e)Exhibit 99.2 to the Registrant’s Report on Form 6-K filed with the Commission on October 24, 2024; and
(f)The description of the Registrant’s Ordinary Shares contained in the Registrant’s Registration Statement on Form 20-F (as declared effective by the Commission on June 9, 2023), as updated by the description of the Registrant’s Ordinary Shares filed as Exhibit 2.2 to the 2023 Annual Report, including any amendment or report filed for the purposes of updating, changing or otherwise modifying such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicate that all securities offered have been sold or which deregister all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Reports on Form 6-K that the Registrant furnishes to the Commission will only be deemed incorporated by reference into this Registration Statement if such Report on Form 6-K so states that it is incorporated by reference herein.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
Save as described below, under English law, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
Subject to certain exceptions, English law does not permit the Registrant to indemnify a director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the Registrant.
The exceptions allow the Registrant to: (1) purchase and maintain director and officer insurance insuring its directors or the directors of an “associated company” (i.e., a company that is a subsidiary of the Registrant) against
any liability attaching in connection with any negligence, default, breach of duty or breach of trust owed to the company of which he or she is a director; (2) provide a qualifying third-party indemnity provision which permits the Registrant to indemnify its directors and directors of an associated company in respect of proceedings brought by third parties (covering both legal costs and the amount of any adverse judgment), except for (a) the legal costs of an unsuccessful defense of criminal proceedings or civil proceedings brought by the company or an associated company, or the legal costs incurred in connection with certain specified applications by the director for relief where the court refuses to grant the relief, (b) fines imposed in criminal proceedings, and (c) penalties imposed by regulatory bodies; (3) loan funds to a director to meet expenditure incurred defending civil and criminal proceedings against him or her (even if the action is brought by the company itself), or expenditure incurred applying for certain specified relief, subject to the requirement that the loan must be on terms that it is repaid if the defense or application for relief is unsuccessful; and (4) provide a qualifying pension scheme indemnity provision, which allows the company to indemnify a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with such director’s activities as a trustee of the scheme (subject to certain exceptions).
Under the Registrant’s articles of association, subject to applicable legislation, including the provisions of the UK Companies Act 2006 (as set out above), the Registrant may do any or all of the following:
i.indemnify every director or former director of the Registrant or of any associated company against any liability; and
ii.purchase and maintain insurance against any liability for any director or former director of the Registrant or any associated company.
Under the Registrant’s articles of association, a director or former director of the Registrant or of any associated company will not be accountable to the Registrant or its shareholders for any benefit provided pursuant to the provision of any permitted indemnity or insurance, and any recipient of such a benefit will not be disqualified from being or becoming a director of the Registrant.
The Registrant has entered into a Deed of Indemnity with its directors. Pursuant to the Deed of Indemnity, the Registrant has agreed to indemnify each director in respect of all losses arising out of or in connection with any proceedings brought or threatened against the director in any jurisdiction for negligence, default, breach of duty, breach of trust or otherwise, or relating to any application for relief by the director (under sections 661(3) or 661(4) or section 1157 of the UK Companies Act 2006), in connection with the director’s acts or omissions while in the course of acting or purporting to act as a director of the Registrant or any of its subsidiaries or any other company in which the Registrant is legally or beneficially interested and in respect of which the director’s appointment as a director is related to the director’s appointment as a director of the Registrant or which otherwise arises by virtue of the director holding or having held such a position.
The Registrant maintains directors and officers insurance coverage, which, subject to policy terms and limitations, is expected to include coverage to reimburse the Registrant for amounts that it may be required or permitted by law to pay directors or officers of the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.
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| Exhibit No. | | Description |
| 3.1 | | |
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| 4.1 | | |
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| 5.1* | | |
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| 23.1* | | |
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| 23.2* | | Consent of Freshfields Bruckhaus Deringer LLP (included in Exhibit 5.1). |
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| 24.1* | | |
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| 99.1* | | |
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| 99.2 | | |
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| 99.3* | | |
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| 99.4* | | |
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| 99.5* | | |
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| 107* | | |
__________________
*Filed herewith
Item 9. Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of of Filing Fee Tables" or "Calculation of Registration Fee” table, as applicable, in the effective Registration Statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Chesterfield, State of Virginia on the 2nd day of October, 2024.
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| Indivior PLC |
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| By: | /s/ Ryan Preblick |
| Name: | Ryan Preblick |
| Title: | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Ryan Preblick and Jeff Burris as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and does hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 2nd day of October, 2024:
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| Name | | Title |
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By: | /s/ Mark Crossley | | Chief Executive Officer and Director |
| Mark Crossley | | (Principal Executive Officer) |
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By: | /s/ Ryan Preblick | | Chief Financial Officer and Director |
| Ryan Preblick | | (Principal Financial Officer) |
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By: | /s/ Woodrow Anderson | | Group Controller |
| Woodrow Anderson | | (Principal Accounting Officer) |
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By: | /s/ Graham Hetherington | | Director |
| Graham Hetherington | | |
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By: | /s/ Peter Bains | | Director |
| Peter Bains | | |
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By: | /s/ Keith Humphreys | | Director |
| Keith Humphreys | | |
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By: | /s/ Joanna Le Couilliard | | Director |
| Joanna Le Couilliard | | |
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By: | /s/ Jerome Lande | | Director |
| Jerome Lande | | |
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By: | /s/ Barbara Ryan | | Director |
| Barbara Ryan | | |
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By: | /s/ Mark Stejbach | | Director |
| Mark Stejbach | | |
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By: | /s/ Juliet Thompson | | Director |
| Juliet Thompson | | |
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By: | /s/ David Wheadon | | Director |
| David Wheadon | | |
London Freshfields Bruckhaus Deringer LLP 100 Bishopsgate London EC2P 2SR T +44 20 7936 4000 (Switchboard) +44 20 7832 7722 (Direct) F +44 20 7108 7722 LDE No 23 E ziyad.nassif@freshfields.com www.freshfields.com Doc ID EUROPE-LEGAL-289313409/2 Our Ref 168111-0003 Freshfields Bruckhaus Deringer LLP is a limited liability partnership registered in England and Wales with registered number OC334789. It is authorised and regulated by the Solicitors Regulation Authority (SRA no. 484861). For further regulatory information please refer to www.freshfields.com/support/legal- notice. A list of the members (and of the non-members who are designated as ‘partners’) of Freshfields Bruckhaus Deringer LLP is available for inspection at its registered office, 100 Bishopsgate, London EC2P 2SR. Any reference to a ‘partner’ means a member, or a consultant or employee with equivalent standing and qualifications, of Freshfields Bruckhaus Deringer LLP or any associated firms or entities. 2024 Indivior PLC – Registration Statement on Form S-8 Introduction 1. This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the Act), of 9,400,000 ordinary shares of $0.50 each (the Shares) in the capital of Indivior PLC, a company registered in England and Wales under registration number 09237894, (the Company) to be issued or transferred in satisfaction of awards granted pursuant to the following share plans: (a) Indivior 2024 Long-Term Incentive Plan; (b) Indivior 2024 UK Savings Related Share Option Plan; (c) Indivior UK Savings Related Share Option Plan; (d) Indivior PLC U.S. Employee Stock Purchase Plan; and (e) Indivior Group Deferred Bonus Plan 2018, together, the Plans. Private and Confidential Indivior PLC 234 Bath Road Slough, Berkshire SL1 4EE United Kingdom 24 October
EUROPE-LEGAL-289313409/2 168111-0003 25 2. We understand that a registration statement on Form S-8 (the Registration Statement) is being filed under the Act with respect to the Shares. We understand that some or all of the Shares are to be issued or transferred in the future from time to time in satisfaction of awards granted pursuant to the Plans. Documents Examined 3. We are acting as English legal advisers to the Company for the purposes of giving this opinion. In so acting, we have examined: (a) a final draft of the Registration Statement to be filed under the Act; (b) the certificate from the Company Secretary of the Company dated 2024 and the documents attached thereto (the Confirmation Letter); (c) the certificate of incorporation dated 26 September 2014 extracted from the Companies House register on 2024; (d) a search carried out by us or by Dye & Durham (UK) Limited on our behalf on 2024 of the public documents of the Company kept at Companies House in Cardiff (the Company Search); (e) a search carried out by us or by Dye & Durham (UK) Limited on our behalf on 2024 on the Central Registry of Winding-up Petitions (the Winding-up Enquiry); and (f) such other corporate records, certificates, instruments and other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, and relied upon the statements as to factual matters contained in or made pursuant to each of the above-mentioned documents and confirmations. Where relevant facts material to this opinion were not independently established, we have relied upon statements of officers for the Company. Assumptions 4. For the purposes of rendering this opinion, we have assumed, without further enquiry, that: (a) each of the statements contained in the Confirmation Letter is currently true and accurate; (b) all signatures on executed documents which, or copies of which, we have examined are genuine; (c) there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the documents listed in the Confirmation Letter or which have not been disclosed to us that may affect the opinions expressed in this opinion; 24 October 23 October 23 October 23 October
EUROPE-LEGAL-289313409/2 168111-0003 35 (d) all original documents submitted to us are authentic and complete and all copies of documents supplied to us as photocopies or facsimile copies conform to the originals and are authentic, accurate and complete; however, we confirm that we have examined all documents, agreements and other materials known to us that we consider necessary for the purposes of issuing this opinion; (e) all documents on which we have relied (including, without limitation, the memorandum and articles of association of the Company and the Plans) remain accurate, are in full force and have not been amended; (f) all statements of fact (including foreign law), opinion or intention in documents sent to us for the purpose of this opinion are accurate, complete and reasonable; (g) each of the Plans constitutes an employees’ share scheme for the purposes of section 1166 of the United Kingdom Companies Act 2006, as amended; (h) the Shares were or will be allotted, issued and paid for in accordance with (i) the rules of the Plans, (ii) the memorandum and articles of association of the Company in force at the relevant time; and (iii) the relevant provisions of the United Kingdom Companies Act 2006 in force at the relevant time, and all necessary authorities and resolutions with respect to the Shares were or will be fully and unconditionally in force at the time the Shares were or will be issued; (i) the subscription price per Share was or will be not less than the nominal value of an ordinary share in the capital of the Company at the relevant time and was or will be fully paid to the Company on issue of the Shares; (j) the directors of the Company had and will have the proper authority under section 551 of the United Kingdom Companies Act 2006, as amended, to allot and issue such of the Shares as were or are proposed to be issued and allotted at the date of allotment thereof, or that no such authority was or shall be required pursuant to section 549(2)(a) of that Act; (k) the Company has or will have complied with its obligations under section 561 of the United Kingdom Companies Act 2006, as amended, to offer the Shares to existing shareholders, or that no such obligation did or shall arise pursuant to section 566 of that Act; (l) the Shares were or shall be duly allotted and issued in accordance with the Plans (to the extent applicable) by means of a resolution duly passed by the board of directors of the Company or a duly authorised committee thereof at a validly convened and constituted meeting or meetings and duly entered in the Company’s register of members; (m) the information revealed by our Company Search (i) was accurate in all respects and has not since the time of such searches been altered; and (ii) was complete and included all relevant information which had been properly submitted to the Registrar of Companies;
EUROPE-LEGAL-289313409/2 168111-0003 45 (n) that the information revealed by our Winding-up Enquiry was accurate in all respects and has not since the time of such enquiry been altered; and (o) each of the foregoing assumptions were and will be true and accurate at and immediately prior to the time of the issue and allotment of the relevant Shares and there will not have been any material change in English law prior to the issue of the Shares. Legal Opinion 5. On the basis of, and subject to, the foregoing and the qualifications referred to below, and having regard to such considerations of English law in force at the date of this letter as we consider relevant, we are of the opinion that the Shares, or any portion thereof, when issued by the Company in accordance with the Plans or transferred in satisfaction of awards granted pursuant to the Plans after the Registration Statement has become effective under the Act, and upon the passing of all necessary resolutions and the taking of all necessary corporate action in connection therewith, will have been validly issued, fully paid and non-assessable. For the purposes of this opinion, we have assumed that the term “non-assessable” in relation to the Shares would be construed for the purposes of English law as meaning that the holders of such Shares, in respect of which all amounts due on such Shares as to the nominal amount and any premium thereon have been fully paid, will be under no obligation to contribute to the liabilities of the Company solely in their capacity as holders of such Shares. Qualifications 6. This opinion is subject to the following qualifications: (a) the opinion is limited to English law as currently applied by the English courts and is given on the basis that it will be governed by and construed in accordance with current English law. Accordingly, we express no opinion with regard to any system of law other than the law of England as currently applied by the English courts; (b) by giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect; (c) this opinion is subject to all applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation or analogous circumstances and other similar laws of general application relating to or affecting the enforcement of creditors’ rights and remedies from time to time; and (d) the opinion is addressed to you solely for your benefit in connection with the Company’s Registration Statement. It is not to be transmitted or disclosed to any other person nor is it to be used or relied upon by any other person or for any other purposes or quoted or referred to in any public document without our prior written consent. We hereby give such consent in relation to the filing of
EUROPE-LEGAL-289313409/2 168111-0003 55 this letter as an exhibit to the Registration Statement. In giving this consent we do not admit that we are in the category of persons where consent is required under section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Your reliance on the matters addressed in this opinion letter is on the basis that any associated recourse is against the firm’s assets only and not against the personal assets of any individual partner. The firm’s assets for this purpose consist of all assets of the firm’s business, including any right of indemnity of the firm or its partners under the firm’s professional indemnity insurance policies, but excluding any right to seek contribution or indemnity from or against any partner of the firm or person working for the firm or similar right. The restrictions in the previous sentences apply to any claim, whether in contract, tort (including negligence) for breach of statutory duty, or otherwise, but they do not apply in the case of our wilful misconduct or fraud or where and to the extent prohibited by applicable law and regulation (including without limitation, the rules of professional responsibility governing the practice of law). Governing law and jurisdiction 7. This opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by English law and submission to the jurisdiction of the English courts is binding. 8. The English courts shall have exclusive jurisdiction, to which you and we submit in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this opinion, including, without limitation, disputes arising out of or in connection with: (i) the creation, effect, or interpretation of, or the legal relationships established by, this opinion; and (ii) any non-contractual obligations arising out of or in connection with this opinion. Yours faithfully Freshfields Bruckhaus Deringer LLP /s/ Freshfields Bruckhaus Deringer LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Indivior PLC of our report dated March 6, 2024 relating to the financial statements which appears in Indivior PLC’s Annual Report on Form 20-F for the year ended December 31, 2023 (No. 001-37835).
/s/ PricewaterhouseCoopers LLP
Richmond, Virginia
October 24, 2024
RULES OF THE INDIVIOR 2024 LONG-TERM INCENTIVE PLAN Board Adoption: February 21, 2024 Shareholder Approval: May 9, 2024 Committee Amendment: September 30, 2024 Expiry Date: 2034 AGM Exhibit 99.1
Table of Contents Contents Page 1 Granting Awards ................................................................................................................... 3 2 Awards .................................................................................................................................. 5 3 Options and Conditional Awards .......................................................................................... 6 4 Vesting of Awards ................................................................................................................. 6 5 Consequences of Vesting and Release ............................................................................... 7 6 Leaving the Group ................................................................................................................ 9 7 Variations in share capital, demergers and special distributions ....................................... 13 8 Takeovers and restructurings ............................................................................................. 13 9 Exchange of Awards ........................................................................................................... 14 10 Plan limits ........................................................................................................................... 15 11 Terms of employment ......................................................................................................... 16 12 General ............................................................................................................................... 17 13 Changing the Plan and termination .................................................................................... 19 14 Governing law and jurisdiction ............................................................................................ 20 Schedule 1 ....................................................................................................................................... 21 Schedule 2 ....................................................................................................................................... 26
The Indivior 2024 Long-term Incentive Plan Introduction An Award under the Plan can take the form of: • A Nil-cost Option - which is a right to buy Shares on Vesting for nothing or a nominal amount. • A Market Value Option - which is a right to buy Shares at a price set by reference to the market value of the Shares at the Award Date. • A Conditional Award - which is a right to be given Shares on Vesting. • Free Shares – which is the receipt of Shares for nothing or a nominal amount but with the Shares subject to the risk of forfeiture prior to Vesting. Grant, Vesting and Release of all types of Award work in similar ways but there are some differences in the mechanics of how they are granted and what happens after they Vest. The schedules allow for grants of particular types of Awards in a way which attracts favourable tax treatment or complies with special rules in various countries. This introduction does not form part of the rules. Definitions In these rules: “Acquiring Company” means a person who obtains Control of the Company; “Award” means a Conditional Award, an Option or Free Shares; “Award Date” means the date which the Committee sets for the grant of an Award; “Business Day” means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business; “CDI” means a depositary interest issued through CREST representing a beneficial interest in an ordinary share in the capital of the Company; “Committee” means, subject to rules 8.5 (Committee) and 9.3 (Committee), in the case of Awards to executive directors of the Company, the remuneration committee or a sub-committee of it, and in other cases, any committee or body authorised to operate the Plan; “Company” means Indivior PLC; “Conditional Award” means a conditional right to acquire Shares granted under the Plan; “Control” means in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or by virtue of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;
2 “Dealing Restrictions” means restrictions on, or requirements for approvals for, dealing in Shares imposed by statute, order, regulation or Government directive, listing authority, or by the Market Abuse Regulation or any code adopted by the Company; “Expiry Date” means the date of the Company’s annual general meeting in 2034; “Free Shares” means Shares to which the Participant has beneficial ownership from the Award Date, subject to any Committee determination on voting and/or dividend entitlement under rule 3.1 (Dividend and voting); “Holding Period” means a period commencing on the Vesting Date and ending on the second anniversary of the Vesting Date (or other such date as the Committee may determine); “London Stock Exchange” means London Stock Exchange plc; “Market Value” means on any day not less than the average of the closing middle market quotations of a Share (taken from the Daily Official List of the London Stock Exchange or from the equivalent such records of such other stock exchange on which the Shares are traded) over the immediately preceding 5 Business Days; “Market Abuse Regulation” means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 or any equivalent or successor legislation and related guidance issued by the European Securities and Markets Authority and the relevant UK listing authority on market abuse; “Market Value Option” means an Option, the Option Price of which is set by reference to the Market Value of a Share on the Award Date; “Member of the Group” means: (i) the Company; and (ii) its Subsidiaries from time to time; and (iii) any other company which is associated with the Company and is so designated by the Committee, and “Group” shall be construed accordingly; “Nil-cost Option” means an Option, the Option Price of which is set to zero or a nominal amount. “Normal Release Date” means the date on which an Award will normally be Released, which will be: (i) in relation to an Award to which no Holding Period applies, the Planned Vesting Date; and (ii) in relation to an Award to which a Holding Period applies, the date on which the Holding Period ends; “Official List” means the list maintained by the UK Financial Conduct Authority for the purposes of section 74(1) of the Financial Services and Markets Act 2000; “Option” means a right to acquire Shares granted under the Plan; “Option Price” means zero, or the amount payable on the exercise of an Option, as specified under rules 2.1 (Terms of Awards) and 2.2 (Option Price of Market Value Options); “Participant” means a person holding an Award or their personal representatives;
3 “Performance Conditions” means any performance conditions imposed under rule 1.4 (Performance Conditions); “Performance Period” means the period in respect of which the Performance Conditions are to be satisfied which will not normally be less than 3 consecutive years of the Company; “Plan” means these rules known as “The Indivior 2024 Long-term Incentive Plan” as changed from time to time; “Planned Vesting Date” means the date set under rule 2.1 (Terms of Awards) and which will normally be the third anniversary of the Award Date; “Release” (i) in relation to an Option, means an Option becoming capable of exercise, (ii) in relation to a Conditional Award, means a Participant becoming entitled to have the Shares under their Award transferred to them subject to these rules, and (iii) in relation to Free Shares, means Free Shares ceasing to be subject to the risk of forfeiture, and “Released” will be construed accordingly; “Shares” means fully paid ordinary shares in the capital of the Company or, where appropriate, CDIs representing such shares, and/or shares or CDIs representing those shares or CDIs following any reorganisation of the share capital of the Company; “Social Security Liability” means a liability to pay national insurance contributions in the United Kingdom (or their equivalent, in the opinion of the Committee, outside the United Kingdom) in relation to an Award or the benefits received or capable of being received in respect of an Award; “Subsidiary” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; “Vest” in relation to an Award, means the Award reaching its Vesting Date and “Vesting”, “Vested” and “Unvested” will be construed accordingly; and “Vesting Date” means the latest of the dates set out in rule 4.1 (Timing of Vesting), subject to rule 6 (Leaving the Group) or 8 (Takeovers and restructuring). 1 Granting Awards 1.1 Awards Awards will be made by the Company or the Committee. Where an Award is granted by the Company, the terms of that Award must be approved in advance by the Committee. 1.2 Eligibility The Company may grant an Award to any employee (including an executive director) of the Company or any Subsidiary. However, unless the Committee considers that special circumstances exist, an Award may not be granted to an employee who on the Award Date has given or received notice of termination of employment, whether or not such termination is lawful. 1.3 Timing of Award Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on the date that the Company is first listed on the London Stock Exchange and thereafter 42 days starting on any of the following: (i) the day after the announcement of the Company’s results for any period;
4 (ii) any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards; (iii) any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or (iv) the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above. 1.4 Performance Conditions When granting an Award, the Company may, or in the case of directors of the Company must (except as noted below), make its Vesting conditional on the satisfaction of one or more conditions determined by the Committee. Performance Conditions must be objective and specified at the Award Date and may provide that an Award will lapse if the Performance Conditions are not satisfied. The Committee may waive or change the Performance Conditions if anything happens which causes the Committee reasonably to consider it appropriate, provided that any changed Performance Conditions will not be materially easier or more difficult to satisfy. 1.5 Other conditions The Company may impose other conditions when granting an Award. Any such condition must be objective, specified at the Award Date and may provide that an Award will lapse if it is not satisfied. The other conditions may include a condition that the Participant must reimburse any person for some or all of any Social Security Liability arising on any event in connection with their Award, that the Participant must enter into an election and transfer some or all of that Social Security Liability to themselves, and/or that the Participant must enter into a joint election under Section 431 of the Income Tax (Earnings and Pensions) Act 2003 (or an overseas equivalent). The Company, with the consent of the Committee, may waive or change a condition in accordance with its terms or if anything happens which causes the Company reasonably to consider it appropriate provided that any changed condition will be no more difficult to satisfy. Notwithstanding anything else in the Plan, an Award will only Vest to the extent that any condition is satisfied or waived. 1.6 Award statement Each Participant will receive a statement setting out the terms of the Award as soon as practicable after the Award Date. The statement may be the deed referred to in 2.1 (Terms of Awards) or any other document. If any statement is lost or damaged the Company may replace it on such terms as it decides. 1.7 No payment A Participant is not required to pay for the grant of any Award. 1.8 Disclaimer of Award A Participant may disclaim all or part of their Award within 30 days after the Award Date by notice in writing to any person nominated by the Company. If this happens, the Award will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer. 1.9 Administrative errors
5 If the Company tries to grant an Award which is inconsistent with rule 10 (Plan limits), the Award will be limited and will take effect from the Award Date on a basis consistent with those rules. 2 Awards 2.1 Terms of Awards Awards must be granted by deed. The terms of the Award, as determined by the Company and approved by the Committee, must be specified in the deed and must include: (i) whether the Award is: (I) a Conditional Award; (II) an Option; (III) a Market Value Option; or (IV) Free Shares; or a combination of these; (ii) the number of Shares subject to the Award; (iii) the Performance Conditions (where applicable); (iv) the Planned Vesting Date; (v) whether the Award is subject to a Holding Period and the date on which that Holding Period ends; (vi) any other condition specified under rule 1.5 (Other conditions); (vii) whether the Participant is entitled to receive any cash or shares under rule 5.6 (Dividend equivalent); (viii) the Award Date; and (ix) the Option Price (if relevant). 2.2 Option Price of Market Value Options In the case of a Market Value Option, the Option Price will not be less than the Market Value of a Share on the Award Date. 2.3 Free Shares (i) In the case of Free Shares, the Participant must, before the Award Date, enter into an irrevocable agreement with the Company (or their employing company) in such form and on such terms as the Committee may prescribe which may include an agreement by the Participant (a) not to transfer, assign, sell, pledge, charge or otherwise dispose of any such Free Shares except to the extent that the Award has Vested, (b) to hold such Free Shares through a nominee arrangement, and (c) to transfer (or procure the transfer) to or to the order of the Company, for a total of one penny, all the Free Shares in respect of which the Award lapses. If the Participant does not enter into the agreement before the Award Date, the Award will not be granted. To the extent that an Award Vests, the agreement will cease to have effect in relation to the Shares subject to it.
6 (ii) Within 14 days of the Award Date, the Company shall (or the relevant employing company shall procure that the Company shall) issue or transfer to the Participant or to another person to be held as trustee or nominee for the Participant the number of Shares subject to the Award of Free Shares. (iii) In the case of an Award of Free Shares, “lapsed” shall be construed as “forfeited”. 2.4 Individual Limit Each Award must be limited and must therefore take effect so that the total Market Value of the Shares which are subject to the Award when then added to the total Market Value of the Shares, if any, subject to Awards granted to the Participant (whether an executive director or not) in the same financial year of the Company does not exceed the limit as set out in the Company’s prevailing directors’ remuneration policy. For these purposes a Participant’s pay on any date is the rate of their basic annual salary (excluding bonus, commissions and benefits in kind) from all Members of the Group on that date. 3 Rights relating to Awards 3.1 Dividend and voting A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant, save that a Participant shall be entitled to vote and receive dividends in respect of an Award of Free Shares prior to Vesting unless the Committee determines otherwise at the time of the Award Date. 3.2 Transfer A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If they do, whether voluntarily or involuntarily, then it will immediately lapse. This rule 3.2 (Transfer) does not apply to the transmission of an Award on the death of a Participant to their personal representatives. 4 Vesting of Awards 4.1 Timing of Vesting Subject to rules 6 (Leaving the Group) and 8 (Takeovers and restructurings), the Vest Date of an Award shall be the latest of the following: (i) the date on which the Committee makes its determination under rule 4.2 (Determination of Performance Conditions and other conditions) of the extent to which any Performance Conditions (if applicable) are satisfied or waived; (ii) the Planned Vesting Date; (iii) the date the Committee decides that any other condition (rule 1.5 (Other conditions)) are satisfied or waived; and (iv) the date on which any Dealing Restrictions which prevent Vesting on the dates specified above cease to apply.
7 4.2 Determination of Performance Conditions and other conditions As soon as reasonably practicable after the end of the Performance Period, the Committee will determine whether and to what extent any Performance Conditions and any other conditions under rule 1.5 (Other conditions) have been satisfied and how many Shares will Vest for each Award. To the extent that any Performance Conditions or other conditions are not satisfied, the Award lapses. Where an Award has been granted to a director of the Company the Performance Conditions and any other conditions may only be tested once; there may not be any re-testing. 4.3 Lapse If an Award lapses under the Plan it cannot Vest and be Released and a Participant has no rights in respect of it. 5 Consequences of Vesting and Release 5.1 Subject to rules 6 (Leaving the Group) and 8 (Takeovers and restructurings), an Award will be Released: (i) on the Normal Release Date; or (ii) if on the Normal Release Date (or on any other date on which an Award is due to be Released under rule 6 (Leaving the Group) or 8 (Takeovers and restructurings)) a Dealing Restriction applies to the Award, on the date on which such Dealing Restriction lifts. 5.2 Conditional Award As soon as reasonably practicable after the Release of a Conditional Award, the Company will arrange (subject to rule 5.8 (Withholding) and 12.7 (Consents)) for the transfer (including a transfer out of treasury) or issue to or to the order of the Participant of the number of Shares subject to the Released Award. 5.3 Options (i) Following its Release, an Option may be exercised by a Participant at any time during the Exercise Period (see rule 6.7 (Lapsing of Options and Exercise Periods)) by giving notice in the prescribed form to the Company or any person nominated by the Company and by: (I) paying the Option Price (if any) for the number of Shares being acquired (or giving details of arrangements agreed between the Participant and the Company for the payment of the Option Price for the number of Shares being acquired); and (II) enclosing the relevant award certificate (if required by the Company). (ii) The “Option Exercise Date” will be the date of receipt by the Company or other duly appointed agent of the notice and, if appropriate, documents and the payment referred to in rule (i). However, if an option exercise notice is delivered at a time when any Dealing Restrictions prohibits the exercise of Options, the Option Exercise Date will be the date when the
8 Participant is permitted to exercise an Option under such Dealing Restrictions. (iii) An Option will lapse as set out in rules 6.7 (Lapsing of Options and Exercise Periods) and 6.8 (Exercise Period ). (iv) Subject to rules 5.8 (Withholding) and 12.7 (Consents) the Company will arrange for Shares to be transferred to or issued to the Participant within 30 days of the Option Exercise Date. 5.4 Free Shares Vested Free Shares will cease to be subject to the risk of forfeiture on Vesting. 5.5 Rights Shares issued pursuant to the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred (including a transfer out of treasury), the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date. 5.6 Dividend equivalent The Committee may determine that an Award will include the right to receive an amount equal in value to the dividends which were payable on the number of Vested Shares between the Award Date and the date of Release (“dividend equivalents”), subject to rule 5.8 (Withholding). The Committee will determine, in its absolute discretion, the dividend equivalent calculation method. This amount will be paid in Shares unless the Committee decides it will be paid in cash. Dividend equivalents will be paid to any relevant Participant as soon as practicable after Release or, in the case of an Option, after exercise. The Committee may at any time decide to disapply this rule 5.6 (Dividend equivalent) in relation to all or part of a special dividend or dividend in specie which may otherwise be included in rule 5.6 (Dividend equivalent). 5.7 Alternative ways to satisfy Options and Conditional Awards The Company may, subject to the approval of the Committee, decide to satisfy an Option or a Conditional Award by paying an equivalent amount in cash (subject to rule 5.8 (Withholding)). For Options, the cash amount must be equal to the amount by which the Market Value of the Shares in respect of which the Option is exercised exceeds the Option Price on the Option Exercise Date (see rule 5.3(ii) (Option Exercise Date)). Alternatively, the Company may, subject to the approval of the Committee, decide to satisfy an Option by procuring the issue or transfer of Shares to the value of the cash amount specified above. If the Committee does this, the Participant need not pay the Option Price or, if they have paid it, the Company will repay it to them. The Company may determine that Awards will be satisfied in cash at the Award Date or at any time subsequently.
9 5.8 Withholding The Company, any employing company or the trustee of any employee benefit trust may make such arrangements as it considers necessary to meet any liability to taxation, duties, social security contributions or other amounts in respect of Awards or otherwise in connection with a person’s participation in the Plan, whether the liability is a liability of, or is payable by, the Participant, the Company, the employing company or the trustee and whether such liability arises before or after the adoption of this rule. These arrangements may include a reduction in the number of Shares subject to an Award and/or the exercise of an Option on behalf of the Participant and/or the sale on behalf of the Participant of any of the Shares to which they are entitled under the Plan and the retention of the sale proceeds to meet the liability. References to social security contributions include anything in a jurisdiction outside the United Kingdom which, in the opinion of the Committee, is reasonably comparable to social security contributions. 5.9 Joining a competitor If a Participant ceases to be an employee or director of a Member of the Group and within 12 months of cessation joins a competitor organisation (as determined by the Committee), all Unvested Awards and Awards that Vested on or after cessation which have not been Released will lapse. In respect of Vested Awards that have Vested and been Released on or after the Participant’s cessation of employment for which the Participant has received Shares or cash in respect of the Award, the Committee will issue the Participant with a notice requiring them to make a payment to the Company equal to the Market Value of the Shares comprised in the Award as at the date of Vesting less any tax paid, and less in the case of an Option, the Option Price. The payment must be made within two months of receipt of the notice. 5.10 Malus and clawback Awards are subject to the Company’s malus and clawback policy/ies in place from time to time. By accepting an Award, a Participant agrees to be bound by the terms of such applicable policy/ies. 6 Leaving the Group 6.1 General rules on leaving employment: (i) Any outstanding Award will lapse immediately on the date the Participant ceases to be an employee or a director of a Member of the Group by reason of dismissal for misconduct (unless the Committee decides otherwise); (ii) Subject to rule 6.1(i), a Vested Award which has not yet been Released will not lapse on the date the Participant ceases to be an employee but instead will continue and be Released, subject to rule 8 (Takeovers and restructurings), on the Normal Release Date unless the Committee decides in its discretion in any particular case that the Vested Award should be Released at an earlier date or immediately; (iii) Subject to rule 6.1(i), a Vested Option which has been Released will not lapse on the date the Participant ceases to be an employee and will lapse in accordance with rule 6.7 (Lapsing of Options and Exercise Periods); (iv) An Award which has not Vested will lapse on the date the Participant ceases to be an employee unless rule 6.2 (Leaving in exceptional circumstances –
10 Unvested Awards) applies. Where rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies to an Option, rules 6.7 (Lapsing of Options and Exercise Periods) and 6.8 (Exercise Period) will apply to determine the Exercise Period. 6.2 Leaving in exceptional circumstances - Unvested Awards (i) If a Participant ceases to be an employee of any Member of the Group prior to the Vesting Date for any of the reasons set out below, then their Awards which have not Vested will Vest and be Released as described in rule 6.3 (Vesting and Release – Awards subject to Performance Conditions) or rule 6.4 (Vesting and Release – Award not subject to Performance Condition) (as applicable) and lapse as to the balance. The reasons are: (I) ill-health, injury or permanent disability, established to the satisfaction of the Company; (II) the Participant’s employing company ceasing to be under the Control of the Company; (III) a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group; (IV) redundancy; (V) any other reason, at the discretion of the Committee. (ii) The Committee must exercise any discretion provided for in rule (i) within 30 days after cessation of the relevant Participant’s employment or office and the Award will lapse or Vest and be Released (as appropriate) on the earlier of the date on which the discretion is exercised and the end of the 30 day period. 6.3 Vesting and Release - Awards subject to Performance Conditions (i) Where rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies, and the Award is subject to a Performance Condition, then the Award does not lapse but will Vest, subject to rule 1.5 (Other conditions), after the end of the Performance Period in accordance with rules 4.1 (Timing of Vesting) and 4.2 (Determination of Performance Conditions and other conditions) and be Released on the Normal Release Date. The Award will also be reduced pro rata to reflect the period from the date of cessation of employment until the date of the end of the Performance Period as a proportion of the Performance Period unless the Committee decides otherwise. The Award then lapses as to the balance. (ii) As an alternative to rule (i) and subject to rule 1.5 (Other conditions), the Committee may decide in its discretion in any particular case that an Award should Vest and be Released at an earlier date in which case the extent to which it will Vest, is measured in accordance with rule 4.2 (Determination of Performance Conditions and other conditions) at the end of the financial year in which the cessation of employment occurs. The
11 Award will also be reduced pro rata to reflect the period from the date of cessation of employment until the end of the Performance Period, as a proportion of the Performance Period unless the Committee decides otherwise. The proportion of the Award that Vests will then be Released, and the Award then lapses as to the balance. 6.4 Vesting and Release – Award not subject to Performance Condition Where rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies, and the Award is not subject to a Performance Condition, then, the Award does not lapse but will Vest and be Released, subject to rule 1.5 (Other conditions), on the date of cessation of the Participant’s employment. The Committee may decide in its discretion in any particular case that the Award should Vest and be Released either immediately or on any other date, subject to rule 1.5 (Other conditions). Unless the Committee decides otherwise, the amount of the Award which Vests will also be reduced pro rata to reflect the period from the date of cessation of employment to the Planned Vesting Date as a proportion of the period from the Award Date until the Planned Vesting Date. 6.5 Death If a Participant dies, their Awards will Vest and be Released on the date of death subject to any applicable Performance Conditions (which the Committee may disapply if it resolves that exceptional circumstances exist) but the Award will be reduced pro rata to reflect the period from the date of death until the end of the Performance Period or where there was no Performance Period, to the Planned Vesting Date, as a proportion of the original Performance Period or, where there was no Performance Period, the period from the Award Date to the Planned Vesting Date unless the Committee decides otherwise. The Award will then lapse as to the balance. 6.6 Meaning of “ceasing to be an employee” For the purposes of this rule 6 (Leaving the Group), a Participant will not be treated as ceasing to be an employee of a Member of the Group until they cease to be an employee of all Members of the Group or if they recommence employment with a Member of the Group within 7 days. 6.7 Lapsing of Options and Exercise Periods This rule sets out when an Option will lapse. An Option will lapse on the earlier of: (i) the end of the Exercise Period (see rule 6.8 (Exercise Period)); (ii) in the case of a Vested Option, the date the Participant ceases to be an employee or a director of a Member of the Group by reason of dismissal for misconduct (unless the Committee decides otherwise); (iii) in the case of a Vested Market Value Option 12 months after the date on which the Participant ceased to be an employee of a Member of the Group; (iv) in the case of an Option which Vests under this rule 6 (Leaving the Group), 12 months after the date on which the Participant ceased to be an employee of a Member of the Group ; (v) 6 months after an event which gives rise to an Option being Released under rule 8 (Takeovers and restructurings) unless (vi) below applies;
12 (vi) 6 weeks after the date on which a notice to acquire Shares under Chapter 3 of Part 28 of the Companies Act 2006 (compulsory purchase of shares) is first served; (vii) the date on which a Participant joins a competitor organisation (rule 5.9 (Joining a competitor)); and (viii) 12 months from the date of death. 6.8 “Exercise Period” means: (i) For an Option which is not a Market Value Option, the 12 month period following its Release (unless the Committee determines a different period under rule 2.1 (Terms of Awards)); and (ii) for a Market Value Option, the period starting on the date of its Release and ending on the tenth anniversary of the Award Date (unless the Committee determines a different period under rule 2.1 (Terms of Awards)). If more than one Exercise Period or lapse date applies then the provision which results in the shortest Exercise Period and the earliest lapse of the Option will apply. However, the Committee may permit a Participant to exercise Options within any applicable longer periods set out in these rules.
13 7 Variations in share capital, demergers and special distributions 7.1 Adjustment of Awards If there is: (i) a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or (ii) a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010; (iii) a special dividend or distribution; or (iv) other circumstances which the Committee considers appropriate. the Committee may adjust the number or class of Shares or securities comprised in an Option or Conditional Award and, in the case of an Option, the Option Price. The Option Price to subscribe for Shares may be adjusted to a price less than nominal value only if the Committee resolves to capitalise the reserves of the Company, subject to any necessary conditions. This capitalisation will be of an amount equal to the difference between the adjusted Option Price payable for the Shares to be issued on exercise and the nominal value of such Shares on the date of allotment of the Shares. If, at the time of exercise, the Committee does not resolve to capitalise the reserves of the Company for this purpose then the adjustment under this rule 7.1 (Adjustment of Awards) will be deemed not to have taken place. 7.2 Notice The Company may notify Participants of any adjustment made under this rule 7 (Variations in share capital, demergers and special distributions). 8 Takeovers and restructurings 8.1 Subject to rule 8.6 (Exchange), if any of the events described in rules 8.2 (Takeovers) to 8.4 (Demergers or other corporate events) occur, all Vested Awards (including those that Vested as a result of such event) will be Released. 8.2 Takeovers Subject to rule 8.6 (Exchange), where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, an Award Vests, subject to rule 1.5 (Other conditions), on the date the person obtains Control but only to the extent that any Performance Conditions have been satisfied at that date as determined by the Committee, unless the Committee determines that the Performance Conditions and other conditions should not apply. In addition, unless the Committee decides otherwise, the extent to which the Award Vests shall be reduced pro rata to reflect the period from the date of the event until the date of the end of the Performance Period as a proportion of the Performance Period. The Award lapses as to the balance. 8.3 Schemes of arrangement Subject to rule 8.6 (Exchange), when a court sanctions a compromise or arrangement in connection with the acquisition of Shares, an Award Vests, subject to rule 1.5 (Other conditions), but only to the extent that any Performance Conditions have been satisfied
14 at that date as determined by the Committee unless the Committee determines that the Performance Conditions and other conditions should not apply. In addition, unless the Committee decides otherwise, the extent to which the Award Vests shall be reduced pro rata to reflect the period from the date of the event until the date of the end of the Performance Period as a proportion of the Performance Period. The Award lapses as to the balance. 8.4 Demergers or other corporate events If the Committee becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rules 8.2 (Takeovers), or 8.3 (Schemes of arrangement) which, in the opinion of the Committee would affect the current or future value of any Award, the Committee may allow an Award to Vest subject to rule 1.5 (Other conditions) but only to the extent that any Performance Condition has been satisfied at that date as determined by the Committee unless the Committee determines that the Performance Conditions and other conditions should not apply. In addition, unless the Committee decides otherwise, the extent to which the Award Vests shall be reduced pro rata to reflect the period from the date of the event until the date of the end of the Performance Period as a proportion of the Performance Period. The Award lapses as to the balance. 8.5 Committee In this rule, “Committee” means those people who were members of the remuneration committee of the Company immediately before the change of Control. 8.6 Exchange An Award will not Vest or be Released under rules 8.1, 8.2 (Takeovers), 8.3 (Schemes of arrangement) or 8.4 (Demergers or other corporate events) but will be exchanged under rule 9 (Exchange of Awards) to the extent that: (i) an offer to exchange the Award is made and accepted by the Participant; or (ii) the Committee decides that the Award will be automatically exchanged. 9 Exchange of Awards 9.1 Timing of exchange Where an Award is to be exchanged under rule 8 (Takeovers and restructurings) the exchange will take place as soon as practicable after the relevant event. 9.2 Exchange terms Where a Participant is granted a new award in exchange for an existing Award, the new Award: (i) must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company; (ii) must be equivalent to the existing Award, subject to rule (iv); (iii) is treated as having been acquired at the same time as the existing Award and, subject to rule (iv), Vests and is Released in the same manner and at the same time;
15 (iv) may, at the discretion of the Committee, be subject to a performance condition which is, so far as possible, equivalent to any Performance Condition applying to the existing Award; (v) is governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule (i). 9.3 Committee In this rule 9 (Exchange of Awards), “Committee” means those people who were members of the remuneration committee immediately before the change of Control which led to the exchange. 10 Plan limits 10.1 The number of Shares over which the Committee may grant Awards on any date shall be limited so that it does not exceed the limits set out in rule 10.2 or rule 10.3, as applicable. 10.2 With respect to any Awards granted prior to September 30, 2024, the limit is 10% of the number of the Company’s equity share capital on the day preceding the Award Date less the aggregate of the number of: (i) Shares allocated in respect of awards granted within the previous 10 years under any employees’ share scheme; and (ii) Shares remaining to be allocated in respect of awards granted on the same date or within the previous 10 years under any employees’ share scheme; and (iii) Shares allocated on the same date or within the previous 10 years under any employees’ share scheme otherwise than in respect of an award This limitation only applies to Awards which are to be satisfied (directly or indirectly) by the issue of new Shares or the transfer of treasury Shares. 10.3 With respect to any Awards granted on or following September 30, 2024, the aggregate number of Shares with respect to which Awards may be granted under this Plan (including Schedules 1 and 2) shall not exceed 19,000,000 Shares (whether satisfied by the issue of new Shares, the transfer of treasury Shares or the transfer of existing Shares). Any Award under this Plan settled in cash shall not be counted against the foregoing maximum Share limit. 10.4 For the purposes of rule 10: (i) “allocate” means the issue of new Shares or the transfer of treasury Shares in satisfaction (directly or indirectly) of a person’s right under an award; (ii) an “award” means any right to acquire or receive Shares whether conditional or unconditional and whether or not for payment; (iii) an “employees’ share scheme” means any scheme for encouraging or facilitating the holding of shares in or debentures of the Company by or for the benefit of (a) the bona fide employees or former employees of the Group, or (b) the spouses, civil partners, surviving spouses, surviving civil
16 partners, or minor children or step-children of such employees or former employees; (iv) “equity share capital” has the meaning given to it by Section 548 of the Companies Act 2006; (v) “treasury Shares” has the same meaning as in Chapter 6 of the Companies Act 2006; (vi) no account will be taken of Shares acquired by an employee or former employee (or the personal representatives of such a person) where the Shares are acquired for a price equal to their market value at or about the date of acquisition and the cost of those Shares is borne by (or by the estate of) the employee or former employee; (vii) subject to rule 10.3(viii), no account will be taken of an award if and to the extent to which the Committee considers that it will be satisfied by the transfer of existing Shares other than treasury Shares; (viii) any Shares allocated or remaining to be allocated to the trustee of any trust which were used or which are to be sued to satisfy awards granted under an employee shares scheme must be treated as having been allocated or as remaining to be allocated in respect of those awards unless the Shares were acquired by the trustee pursuant to a rights issue or other opportunity offered to the trustee in respect of Shares, other than Shares previously allocated to it; (ix) where an award was granted in consideration of the release by the holder of an award previously granted to them under an employees’ share scheme, then the earlier award shall be ignored and the later award shall be deemed to have been granted at the same time as the earlier award; and (x) the transfer of treasury Shares may be disregarded if the share incentive scheme guidelines of the UK institutional shareholders are amended to permit such shares to be disregarded. 10.5 Where an individual is granted two options on terms that the exercise of one will automatically result in a reduction to the extent to which the other may be exercised and vice versa, then for the purposes of this rule 10 (Plan limits) it shall only be necessary to take into account that number of Shares which could be acquired in respect of those options having regard to those terms. 11 Terms of employment 11.1 For the purposes of this rule, “Employee” means any employee of a Member of the Group. 11.2 This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful. 11.3 Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.
17 11.4 No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year. 11.5 The terms of the Plan do not entitle the Employee to the exercise of any discretion in their favour. 11.6 The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and their employer. 11.7 No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to: (i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); (ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; (iii) the operation, suspension, termination or amendment of the Plan; 11.8 Benefits under the Plan will not form part of the Employee’s remuneration for pension purposes. 11.9 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire shares subject to and in accordance with the express terms of the Plan and the Performance Condition, in consideration for, and as a condition of, the grant of an Award under the Plan. 11.10 Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist. 12 General 12.1 Committee’s decisions final and binding The decision of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive. 12.2 Documents sent to shareholders The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares. 12.3 Costs The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.
18 12.4 Regulations The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules. 12.5 Employee trust The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006. 12.6 Data protection The personal data of any employee eligible to be granted an Award under rule 1.2 (“Eligible Employee”) and of any Participant who holds or who has held an Award may be processed in connection with the operation of the Plan in accordance with the Group’s prevailing data protection policy and as notified to Eligible Employees in accordance with applicable data protection laws. By participating in the Plan, a Participant’s attention is drawn to such data protection policy. The policy does not form part of these rules and may be updated from time to time. Any such updates shall be notified to Eligible Employees and the Participants. 12.7 Consents All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent. 12.8 Articles of association Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force. 12.9 Listing If and so long as the Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable. If the Shares are traded on any other stock exchange, the Company must also apply to have the Shares admitted to trading on that exchange. 12.10 Notices (i) Save as otherwise provided in this Plan any notice or communication to be given to any person who is or will be eligible to be a Participant may be: (I) delivered by electronic mail and it shall be deemed to have been received upon electronic confirmation of such delivery; (II) personally delivered or sent by ordinary post to their last known address and where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped; or
19 (III) provided electronically through a website hosted by the Company or an agent of the Company, provided that the Participant is notified by electronic mail or ordinary post that such notice or communication has been or will be provided in this manner, and it shall be deemed to have been received on the day it is posted on the website. (ii) Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and neither the Company nor any of its Subsidiaries shall have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made. (iii) Any notice to be given to the Company or the Trustees shall be delivered or sent to the Company at its registered office, marked for the attention of the Company Secretary, and shall be effective upon receipt. The Committee may make other arrangements to receive notices. 13 Changing the Plan and termination 13.1 Committee’s powers Except as described in the rest of this rule 13 (Changing the Plan and termination), the Committee may at any time change the Plan in any way. 13.2 Shareholder approval (i) Except as described in rule (ii), to the extent required by any applicable listing rules, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to the following: (I) the persons to or for whom Shares may be provided under the Plan; (II) the limitations on the number of Shares which may be issued under the Plan; (III) the rights of a Participant in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company; (IV) the terms of this rule (i). (ii) The Committee can change the Plan and need not obtain the approval of the Company in general meeting for any minor changes: (I) to benefit the administration of the Plan; (II) to comply with or take account of the provisions of any proposed or existing legislation; (III) to take account of any changes to legislation; or
20 (IV) to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant. 13.3 Overseas sub-plans The Committee may establish sub-plans to operate in overseas territories (overseas sub- plans), provided that: (i) all overseas sub-plans are subject to the limitations set out in rule 10 (Plan limits); (ii) only employees who are resident in (or otherwise subject to the tax laws of) the relevant territory are entitled to participate in any overseas sub- plan; (iii) no employee has an entitlement to awards under any overseas sub-plan greater than the maximum entitlement of an employee under the Plan. Any overseas sub-plan must be governed by rules similar to the rules of the Plan, but modified to take account of applicable tax, social security, employment, company, exchange control, trust or securities (or any other relevant) law, regulation or practice. 13.4 Notice The Committee may give written notice of any changes made to any Participant affected. 14 Governing law and jurisdiction English law governs the Plan and all Awards and their construction. The English Courts have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.
21 Schedule 1 US Participants This Schedule 1 sets forth the modifications of the Plan as applicable to US Participants. The terms of this Schedule 1 will apply automatically to a US Participants to the extent such US Participant is granted an Award under the Plan. If a Participant becomes a US Participant following the Award Date, such US Participant’s Award will be governed by this Schedule 1 and shall be deemed modified in a manner consistent with this Schedule 1 without any further actions on the part of the US Participant or the Company. If there is a conflict between the terms of the Plan, the terms of the Award and the terms of this Schedule 1 as applied to a US Participant, the provisions of this Schedule 1 will prevail. 1 Definitions In this Schedule 1, references to a "rule” will be to the rules of the Plan and references to “paragraphs” are to paragraphs of Schedule 1. Words and phrases shall have the same meaning as in the rules, except that the following additions and amendments will be made to words and expressions in the rules: “409A Vest” and “409A Vesting Date” (and derivatives thereof) shall have the meanings set forth in Section 409A and generally mean the time or date after which a US Participant has satisfied all vesting requirements that must be satisfied in order to avoid forfeiture of the Award. For the avoidance of doubt, in the event that any US Participant ceases to be an employee, the 409A Vesting of any Awards held by such US Participant will take place no later than the date on which such US Participant ceases to be an employee (within the meaning of rule 6.6); “Code” means the US Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder; “Fair Market Value” means the fair market value of a Share as determined in accordance with Section 1.409A-1(b)(5)(iv)(A) of the US Treasury Regulations; “Section 409A” means Section 409A of the Code; “Securities Act” means the US Securities Act of 1933, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder; “Short-Term Deferral Period” means, with respect to any amount payable with respect to any Award granted under the Plan to a US Participant, the 2 ½ month period beginning on the day immediately following the last day of the US Participant’s first taxable year in which the amount 409A Vests; “US” means the United States of America; “US Subsidiary” means a Subsidiary of the Company located in the US; “US Tax” means income taxation by the US; “US Participant” means a Participant who is subject to US Tax on the Award Date, is expected to become subject to US Tax following the Award Date or becomes subject to US Tax following the Award Date but prior to the date upon which any part of an Award 409A Vests. 2. Intention Awards granted to US Participants (other than Free Shares, which are generally governed by Section 83 of the Code and not subject to Section 409A) are intended to be exempt from the requirements of Section 409A to the maximum extent possible, pursuant to one or more applicable exemptions, including the short-term deferral exception described in Section 1.409A-1(b)(4) of the US Treasury Regulations, or otherwise comply with Section
22 409A, and the Plan and any such Award granted to a US Participant will be interpreted, operated and administered in a manner consistent with such intention. 2. Other Conditions Any other conditions imposed under rule 1.5 (Other conditions) with respect to any Award (other than Free Shares) granted to or held by a US Participant shall (i) in the case of such Award that is not subject to a Holding Period or is otherwise intended to be exempt from Section 409A, only be imposed to the extent consistent with the short-term deferral or other exception to Section 409A, and (ii) in the case of such Award that is subject to a Holding Period or is otherwise intended to be subject to Section 409A, only be imposed to the extent consistent with Section 409A. 3. Grant of Options Options granted to US Participants are intended to satisfy the stock rights exemptions provided in Treasury Regulation § 1.409A-1(b)(5)(i). Nil-cost Options may not be granted to US Participants; provided, however, that if unvested Nil-cost Options are held by a Participant who becomes a US Participant subsequent to the grant of such Nil-cost Options, then paragraph 4 of this Schedule 1 shall apply. 4. Non-Market Value Options To the extent a Participant who has been granted an Option becomes subject to US Tax while such Option is unvested and such Option is determined to have been granted with an Option Price less than Fair Market Value on the Award Date, if (i) such Option is not subject to a Holding Period, then (a) notwithstanding anything to the contrary in the Plan, such Option shall be automatically exercised on the date of Release, and (b) any transfer, issue or payment in respect of such Option shall occur no later than the end of the Short- Term Deferral Period, or (ii) such Option is subject to a Holding Period or is otherwise intended to be subject to Section 409A, then notwithstanding rule 6.8 (Exercise Period), the Exercise Period shall end no later than midnight on 31 December of the calendar year in which such Option is Released. 5. Awards Subject to Section 409A With respect to any Conditional Award that is subject to a Holding Period, any Nil-Cost Option or any other Award that is subject to Section 409A, (i) notwithstanding anything to the contrary in rule 6.1(ii) (General rules on leaving employment), the Committee shall not have discretion to determine that such Vested Award shall be Released at an earlier date or immediately, (ii) notwithstanding anything to the contrary in rule 6.3 (Vesting and Release – Awards subject to Performance Conditions), to the extent that rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies, such Award (x) will Vest at the end of the Performance Period in accordance with rule 4.2 (Determination of Performance Conditions and other conditions) and be Released on the Normal Release Date, (y) will be reduced pro rata to reflect the period from the date of cessation of employment until the date of the end of the Performance Period as a proportion of the Performance Period unless the Committee decides otherwise, and (z) will lapse as to the balance of such Award, (iii) notwithstanding anything to the contrary in rule 6.4 (Vesting and Release – Award not subject to Performance Condition), the Committee shall not have discretion to determine that an Award should Vest and be Released either immediately or on any other date. 6. Settlement of Conditional Awards Not Subject to Holding Period Notwithstanding anything to the contrary in the Plan, any transfer, issue or payment arranged under rule 5.2 (Conditional Award) or rule 5.7 (Alternative ways to satisfy Options and Conditional Awards) in respect of any Conditional Awards that are not subject to a Holding Period shall, in any event, occur no later than the end of the Short- Term Deferral Period.
23 7. Settlement of Conditional Awards Subject to Holding Period Notwithstanding rule 5.2 (Conditional Award) or rule 5.7 (Alternative ways to satisfy Options and Conditional Awards), any transfer, issue or payment in respect of any Conditional Awards that are subject to a Holding Period (or are otherwise subject to Section 409A) shall, in any event, occur no later than either (i) 31 December of the year in which the Conditional Award is Released, or (ii) 2 ½ months after the date of Release. 8. Delays in Vesting or Settlement No 409A Vesting or issuance or transfer of the Shares underlying an Award (other than Free Shares) held by a US Participant shall be delayed, including due to Dealing Restrictions or suspension due to misconduct, if such delay would result in the payment of any amount pursuant to an Award following the end of the applicable Short-Term Deferral Period relating to the 409A Vesting of such Award (and in such cases the Award may be settled in cash or forfeited prior to the end of the Short-Term Deferral Period, in the Committee’s discretion) if such Award is intended to be exempt from Section 409A, or in a manner that would violate Section 409A if such Award is subject to Section 409A. Delays may be permitted only to the extent that (i) a payment would violate federal securities laws or other applicable law as contemplated by Treasury Regulation § 1.409A- 2(b)(7)(ii), (ii) a payment would jeopardise the Company’s ability to continue as a “going concern” (within the meaning of Treasury Regulation § 1.409A-3(d)), or (iii) is otherwise required or permitted by Section 409A. 9. Dividend Equivalents Notwithstanding rule 5.6 (Dividend equivalent), (i) no dividend equivalent rights shall be granted to any US Participant with respect to Options and (ii) cash or Shares underlying any dividend equivalent rights with respect to Conditional Awards granted to a US Participant shall be paid, issued or transferred to the US Participant at the same time that such cash or Shares underlying such Conditional Awards are paid issued or transferred to such US Participant. To the extent that dividend equivalent rights with respect to Options are held by a Participant who becomes a US Participant subsequent to the grant of such Options and dividend equivalent rights with respect thereto, dividend equivalents will be paid, transferred or issued (as applicable, and subject to rules 5.8 (Withholding) and 12.7 (Consents) to any relevant Participant as soon as practicable after Release. 10. Deductions and Offsets Notwithstanding rule 5.10 (Malus and clawback), no deductions or offsets shall be made by the Company or any of its Subsidiaries from any payment owing to a Participant who is a US Participant to the extent that such deduction or offset would result in adverse tax consequences under Section 409A and to the extent permitted by applicable law. 11. Takeovers and Restructurings Notwithstanding anything to the contrary in rule 8 (Takeovers and restructurings), to the extent that any Award held by a US Participant is subject to Section 409A, the treatment of such Award in connection with any of the events described in rule 8, shall be in compliance with Section 409A, and no Shares underlying any Conditional Awards subject to Section 409A will be issued or transferred to the US Participant upon the occurrence of any event described in rule 8 unless such event also constitutes a “change in control event,” as defined in Treasury Regulation § 1.409A-3(i)(5). 12. Exchange of Awards Any exchange of an Award (other than Free Shares) for a new Award under rule 9 (Exchange of Awards) and adjustments under rule 7 (Variations in share capital, demergers and special distributions), with respect to Awards held by US Participants, shall be effected in a manner that complies with Section 409A.
24 13. Trusts No Shares issued or payments made in respect of an Award subject to Section 409A shall be funded with any assets set aside in a trust or other arrangement in violation of Section 409A(b)(1) of the Code. When Shares to be delivered in respect of an Award that is subject to Section 409A are delivered via the trustee of an employee benefits trust (i) the Participant will not have any interest in those Shares until the Award has Vested in accordance with the rules of the Plan and this Schedule 1, and (ii) the trustee will not allocate any Shares or other trust assets in favour of the Participant until such Award has Vested. Where cash is to be paid in respect of an Award the cash will not be paid or otherwise delivered via the trustee of an employee benefits trust. 14. Withholding If any liability described in rule 5.8 (Withholding) arises in relation to an Award granted to or held by a US Participant that is subject to Section 409A before that Award would otherwise be Released, a proportion of such Award will be Released at that time in respect of such amount of cash or such number of Shares as have a market value (as determined by the Committee) as nearly as possible equal to the amount of that liability unless alternative arrangements are made to the satisfaction of the Company to cover such liability (including the US Participant agreeing to the withholding of such liability from other pay due to such US Participant from any Member of the Group). 15. Separation from Service and Six-Month Delay To the extent any Award under the Plan or any other compensatory plan or arrangement of the Company or its Subsidiaries is subject to Section 409A, and such Award or other amount is payable on account of a US Participant ceasing to be an employee (within the meaning of rule 6.6) then (i) such Award or amount shall only be paid to the extent such cessation qualifies as a “separation from service” as defined in Section 409A, and (ii) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (a) the expiration of the six-month period measured from the date such US Participant ceases to be an employee, or (b) the date of the US Participant’s death. 16. Unfunded Status The Plan is intended to be an “unfunded” plan for incentive compensation for US Participants. With respect to any payments not yet made to a US Participant pursuant to an Award, nothing contained in the Plan or any Award statement or other written policy or program shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary. 17. Amendments Notwithstanding anything to the contrary contained in the Plan or any Award statement, if at any time the Committee determines that a US Participant’s Award (or any portion thereof) may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify the US Participant or any other person for failure to do so) to adopt such amendments to the Plan or such Award statement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate to (i) exempt such Award from the application of Section 409A and to preserve the intended tax treatment of the benefits provided with respect to the Award or (ii) comply with the requirements of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. Neither the Company nor any of its Subsidiaries shall have any obligation under this paragraph 17 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no
25 liability to any US Participant or any other person if any Award, compensation or other benefit under the Plan is determined to constitute non-compliant deferred compensation subject to the imposition of taxes, penalties and/or interest under Section 409A. Notwithstanding anything in rule 13 (Changing the Plan and termination) to the contrary, no amendment will be made under rule 13 that would prevent any Award that is subject to Section 409A from meeting the requirements of Section 409A, and no amendment will be made under rule 13 that would cause any Award that is intended to be exempt from Section 409A to become subject to Section 409A. The Company and its Subsidiaries make no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. 18. Free Shares If any US Participant makes an election under Section 83(b) of the Code to be taxed with respect to any Free Shares as of the date of transfer of the Free Shares rather than as of the date or dates upon which such US Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.
26 Schedule 2 Canadian Participants The purpose of this Schedule is to ensure that an Award made to a Participant who is subject to taxation under the law of Canada is not taxed as a “Salary Deferral Arrangement”. All Awards subject to this Schedule 2 shall be administered and interpreted in a manner which complies with this intent. The rules of the Plan will apply to Awards held by Participants who are, or who may become, subject to Canadian tax or social security contributions liability in connection with an Award (“Canadian Participants”), as amended by this Schedule 2. Where there is any conflict between the rules of the Plan and this Schedule 2, the terms of this Schedule 2 will prevail. 1 Definitions In this Schedule 2, references to “rules” are to rules of the Plan and references to “paragraphs” are to paragraphs of Schedule 2. Words and phrases shall have the same meaning as in the rules, except that the following additions and amendments will be made to words and expressions in the rules: “Cause” or “Serious Reason” has the same meaning ascribed to such term in any employment or similar agreement then in effect between the Canadian Participant and a Member of the Group or, if there is no such agreement or such term is not defined therein, “Cause” or “Serious Reason” means for the purpose of the Canadian Participant’s entitlements under this Plan and for no other purpose, a termination of the Canadian Participant’s employment or engagement by a Member of the Group due to: (a) the Canadian Participant’s willful neglect in the performance of the Canadian Participant’s duties or willful or repeated failure to perform such duties; (b) the Canadian Participant’s failure to follow a reasonable and lawful directive of a Member of the Group or the person to whom the Canadian Participant reports; (c) the Canadian Participant’s gross negligence or intentional misconduct in the performance of duties to a Member of the Group; (d) the Canadian Participant has committed any act of fraud, misrepresentation or dishonesty with respect to a Member of the Group; (e) the Canadian Participant being convicted of or entering plea of guilty to an indictable offence, or a crime of moral turpitude, that in each instance, results in, or could reasonably be expected to result in, material harm to the business or reputation of a Member of the Group; (f) the Canadian Participant’s act of misappropriation, embezzlement, or misuse of funds or property belonging to a Member of the Group; (g) a material breach by the Canadian Participant of a material written agreement between the Canadian Participant and a Member of the Group; (h) a material violation of the written policies of a Member of the Group that have been provided or made available to the Canadian Participant; (i) engagement in conduct in connection with the Canadian Participant’s employment or engagement with a Member of the Group, which results in, or could reasonably be expected to result in, material harm to the business or reputation of a Member of the Group; (j) any restrictive covenant breach by the Canadian Participant; or (k) any other act or omission that constitutes just cause for dismissal at common law or a serious reason for termination within the meaning of Article 2094 of the Civil Code of Quebec and the applicable case law, as applicable; “Performance Period” means the period in respect of which the Performance Conditions are to be satisfied which will not normally be less than 3 consecutive years of the Company and will not be more than 3 consecutive years of the Company, and in any event the start of the Performance Period shall be no earlier than 1st January prior to the Award Date and the end of the Performance Period shall be no later than three years after the Award Date; “Planned Vesting Date” means the date set under rule 2.1 (Terms of Awards) which will be no later than three years after the Award Date; and
27 “Termination Date” means either (i) the date on which a Canadian Participant ceases to be employed by a Member of the Group for any reason, whether lawful or otherwise (including, without limitation, by reason of resignation, retirement, death, frustration of contract (as applicable), termination for Cause or a Serious Reason, termination without Cause or a Serious Reason, disability or constructive dismissal), without regard to any pay or indemnity in lieu of notice (paid by way of lump sum or salary continuance), benefits continuation, or other termination or severance payments or benefits which the Canadian Participant may then receive or be entitled to receive, whether pursuant to contract, the common law, the Civil Code of Quebec or otherwise or (ii) such later date, if applicable, as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation. 2 Granting Awards Rule 2.1(v) (Terms of Awards - Holding Period) shall be deleted and the following rule 2.4 inserted: “Awards granted to Canadian Participants will not be subject to a Holding Period.” 3 Consequences of Vesting and Release 3.1 Rule 5.2 (Conditional Award) will be deleted and replaced with the following: “As soon as practicable after the Release of a Conditional Award, and in no event later than 31 December following the Vesting Date, the Company will arrange (subject to Rule 5.8 (Withholding) and 12.7 (Consents)) for the transfer (including a transfer out of treasury) or issue to or to the order of the Participant of the number of Shares subject to the Released Award.” 3.2 Rule 5.3(iv) will be deleted and replaced with the following: “Options (i) An Option held by a Canadian Participant will be automatically exercised on the date of Release without any further action being required by the Participant or the Company and this date shall be the “Option Exercise Date”. (ii) The Company or any employing company may make such arrangements as it considers necessary to meet the Option Price (if any) payable by the Participant for the number of Shares being acquired. These arrangements may include a reduction in the number of Shares subject to the exercise of the Option on behalf of the Participant and/or the sale on behalf of the Participant of any of the Shares to which they are entitled under the Plan and the retention of the sale proceeds to meet the liability. (iii) Subject to rules 5.8 (Withholding) and 12.7 (Consents) the Company will arrange for the Shares to be transferred to or issued to the Participant as soon as practicable after the Option Exercise Date, and in no event later than 31 December following the Vesting Date.”
28 3.3 The first paragraph of rule 5.6 (Dividend equivalent) will be deleted and replaced with the following: “The Committee may determine that a Conditional Award or Option will include the right to receive an amount equal in value to the dividends which were payable on the number of Vested Shares between the Award Date and the date of Release (“dividend equivalents”), subject to rule 5.8 (Withholding). This amount will be paid in cash unless the Committee decides it will be paid in Shares. Dividend equivalents will be paid to any relevant Participant at the same time that the Shares underlying the Award to which the dividend equivalent relates (or cash if the Award is so satisfied pursuant to rule 5.7 (Alternative ways to satisfy Options and Conditional Awards)) are transferred to the Participant. For the avoidance of doubt the dividend does not include the tax credit. 3.4 The following additional wording will be added to rule 5.7 (Alternative ways to satisfy Options and Conditional Awards) after the words “satisfied in cash at the Award Date or at any time subsequently”: “If an Award is to be settled in cash, the Company will arrange for the cash to be paid to the Participant as soon as practicable after the date of Release of a Conditional Award or the Option Exercise Date of an Option, and in no event later than 31 December following the Vesting Date.” 3.5 Rule 5.9 (Joining a competitor) will be deleted and replaced with the following: If a Canadian Participant ceases to be an employee or director of a Member of the Group and within 12 months of the Termination Date joins a competitor organisation whether as principal, agent, consultant, contractor, employer, employee or in any other manner to perform services for, or establish, control, own a beneficial interest in, or be otherwise commercially involved in any endeavour, activity or business of a competitor organisation in the Canadian Participant’s province of employment, all Unvested Awards and Awards that Vested on or after cessation which have not been Released will lapse. In respect of Vested Awards that have Vested and been Released on or after the Canadian Participant’s Termination Date for which the Canadian Participant has received Shares or cash in respect of the Award, the Committee will issue the Canadian Participant with a notice requiring them to make a payment to the Company equal to the Market Value of the Shares comprised in the Award as at the date of Vesting less any tax paid, and less in the case of an Option, the Option Price. The payment must be made within two months of receipt of the notice. 3.6 Rule 6.1 (General rules on leaving employment) will be deleted and replaced with the following: 6.1 General rules on leaving employment: (i) Except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, any outstanding Award will lapse immediately on the Canadian Participant’s Termination Date where such Canadian Participant ceases to be an employee or a director of a Member of the Group by reason of a termination for Cause or a Serious Reason (unless the Committee decides otherwise), and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, such Canadian Participant waives any claim to damages in respect thereof whether related or
29 attributable to any contractual, common or civil law termination entitlement or otherwise; (ii) Subject to rule 6.1(i), a Vested Award which has not yet been Released will not lapse on the Canadian Participant’s Termination Date but instead will continue and be Released, subject to rule 8 (Takeovers and restructurings), on the Normal Release Date unless the Committee decides in its discretion in any particular case that the Vested Award should be Released at an earlier date or immediately; (iii) An Award which has not Vested will lapse on the Canadian Participant’s Termination Date unless rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies, and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, such Canadian Participant waives any claim to damages in respect thereof whether related or attributable to any contractual, common or civil law termination entitlement or otherwise. 3.7 Rule 6.2 (Leaving in exceptional circumstances - Unvested Awards) will be deleted and replaced with the following: 6.2 Leaving in exceptional circumstances - Unvested Awards (iv) If a Canadian Participant’s Termination Date occurs prior to the Vesting Date for any of the reasons set out below, then their Awards which have not Vested will Vest and be Released as described in rule 6.3 (Vesting and Release – Awards subject to Performance Conditions) or rule 6.4 (Vesting and Release – Award not subject to Performance Condition) (as applicable) and lapse as to the balance, and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, such Canadian Participant waives any claim to damages in respect thereof whether related or attributable to any contractual, common or civil law termination entitlement or otherwise. The reasons are: (I) ill-health, injury or permanent disability, established to the satisfaction of the Company; (II) the Participant’s employing company ceasing to be under the Control of the Company; (III) a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group; (IV) any other reason, at the discretion of the Committee. (v) The Committee must exercise any discretion provided for in rule 6.2(i) within 30 days after the Canadian Participant’s Termination Date and the Award will lapse or Vest and be Released (as appropriate) on the earlier of the date on which the discretion is exercised and the end of the 30 day period. 3.8 Rule 6.3 (Vesting and Release - Awards subject to Performance Conditions) will be deleted and replaced with the following: 6.3 Vesting and Release - Awards subject to Performance Conditions
30 (i) Where rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies, and the Award is subject to a Performance Condition, then the Award does not lapse but will Vest, subject to rule 1.5 (Other conditions), after the end of the Performance Period in accordance with rules 4.1 (Timing of Vesting) and 4.2 (Determination of Performance Conditions and other conditions) and be Released on the Normal Release Date. The Award will also be reduced pro rata to reflect the period from the Canadian Participant’s Termination Date until the end of the Performance Period as a proportion of the Performance Period unless the Committee decides otherwise. The Award then lapses as to the balance, and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, the Canadian Participant waives any claim to damages in respect thereof whether related or attributable to any contractual, common or civil law termination entitlement or otherwise. (ii) As an alternative to rule 6.3(i) and subject to rule 1.5 (Other conditions), the Committee may decide in its discretion in any particular case that an Award should Vest and be Released at an earlier date in which case the extent to which it will Vest, is measured in accordance with rule 4.2 (Determination of Performance Conditions and other conditions) at the end of the financial year in which the Canadian Participant’s Termination Date occurs. The Award will also be reduced pro rata to reflect the period the Canadian Participant’s Termination Date until the end of the Performance Period, as a proportion of the Performance Period unless the Committee decides otherwise. The proportion of the Award that Vests will then be Released, and the Award then lapses as to the balance, and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, the Canadian Participant waives any claim to damages in respect thereof whether related or attributable to any contractual, common or civil law termination entitlement or otherwise. 3.9 Rule 6.4 (Vesting and Release – Award not subject to Performance Condition) will be deleted and replaced with the following: 6.4 Vesting and Release – Award not subject to Performance Condition Where rule 6.2 (Leaving in exceptional circumstances – Unvested Awards) applies, and the Award is not subject to a Performance Condition, then, the Award does not lapse but will Vest and be Released, subject to rule 1.5 (Other conditions), on the Canadian Participant’s Termination Date. The Committee may decide in its discretion in any particular case that the Award should Vest and be Released either immediately or on any other date, subject to rule 1.5 (Other conditions). Unless the Committee decides otherwise, the amount of the Award which Vests will also be reduced pro rata to reflect the period from the Canadian Participant’s Termination Date to the Planned Vesting Date as a proportion of the period from the Award Date until the Planned Vesting Date, and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, the Canadian Participant waives any claim to damages in respect thereof whether related or attributable to any contractual, common or civil law termination entitlement or otherwise.
31 3.10 Rule 6.7 (Lapsing of Options and Exercise Periods) will be deleted and replaced with the following: 6.7 [Intentionally Omitted] 3.11 Rule 6.8 (Exercise Period) will be deleted and replaced with the following: 6.8 [Intentionally Omitted] 3.12 The following additional wording will be added to Rule 8.2 (Takeovers), Rule 8.3 (Schemes of arrangement), and Rule 8.4 (Demergers or other corporate events) after the words “The Award lapses as to the balance”: “and, except as may be required to satisfy the minimum requirements of applicable employment or labour standards legislation, a Canadian Participant waives any claim to damages in respect thereof whether related or attributable to any contractual, common or civil law termination entitlement or otherwise”
RULES OF THE INDIVIOR 2024 UK SAVINGS RELATED SHARE OPTION PLAN Board Adoption: February 21, 2024 Shareholder Approval: May 9, 2024 Directors’ Approval: September 30, 2024 Expiry Date: 2034 AGM Exhibit 99.3
Table of Contents Contents Page 1 Definitions and interpretation ................................................................................................ 1 2 Invitations to apply for Options ............................................................................................. 4 3 Scaling down ........................................................................................................................ 5 4 Grant of Options ................................................................................................................... 6 5 Plan limits ............................................................................................................................. 6 6 Rights of Exercise and Lapse of Options ............................................................................. 8 7 Exercise of Options .............................................................................................................. 9 8 Takeovers and Liquidation ................................................................................................. 10 9 Exchange of Options on a Takeover .................................................................................. 11 10 Variation of Share Capital ................................................................................................... 12 11 Administration ..................................................................................................................... 13 12 Amendments ....................................................................................................................... 13 13 General ............................................................................................................................... 14
1 Definitions and interpretation 1.1 In this Plan, the following words and expressions shall, where the context so permits, have the following meanings: “Act” means the Income Tax (Earnings and Pensions) Act 2003; “Associated Company” has the meaning given by paragraph 47 (1) of Schedule 3 to the Act except in relation to Rule 6 where it will have the meaning given by paragraph 35 (4) of Schedule 3; “Bonus” means any sum payable by way of terminal bonus under a Savings Contract being the additional payment made by the nominated Savings Authority when repaying contributions under a Savings Contract and: (a) “Three Year Bonus” shall mean the Bonus payable under a Three Year Savings Contract; and (b) “Five Year Bonus” shall mean the Bonus payable under a Five Year Savings Contract. “Bonus Date” means the earliest date on which the relevant Bonus is payable; “CDI” means a depositary interest issued through CREST representing a beneficial interest in an ordinary share in the capital of the Company; “Company” means Indivior PLC registered in England and Wales under no.9237894, which for the purposes of the Rules may act through the Directors, or any employee or employees of it authorised to act; “Control” has the meaning given by section 995 of the Income Tax Act 2007 except for the purposes of Rule 6.4.5 where it will have the meaning given by sections 450 and 451 of the Corporation Tax Act 2010; “Date of Grant” means the date on which an Option is granted; “Dealing Day” means a day on which the London Stock Exchange (or, if relevant and if the Directors determine in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992, any recognised stock exchange nominated by the Directors on which the Shares are traded) is open for business; “Dealing Restrictions” means restrictions on, or requirements for approvals for, dealing in Shares imposed by statute, order, regulation or Government directive, listing authority, or by the Market Abuse Regulation or any code adopted by the Company; “Directors” means the board of directors from time to time of the Company or a duly authorised committee of it; “Eligible Employee” means: (a) any person who is an employee or Full-Time Director of any Participating Company who: (i) has such qualifying period (if any) of continuous service (being a period commencing not earlier than five years prior to the Date of Grant) as the Directors may in their absolute discretion and from time to time determine; and
2 (ii) receives earnings in respect of their office or employment which are general earnings to which section 15 of the Act applies (or would apply if there were any); (b) any other director or employee of any Participating Company whom the Directors may in their absolute discretion and from time to time select. “Equity Share Capital” has the meaning given to it by Section 548 of the Companies Act 2006; “Exercise Price” means the price at which each Share the subject of an Option may be acquired on the exercise of that Option, being (subject to Rule 10) not less than: (a) eighty per cent (80%) of the Market Value of a Share (or such other percentage as shall from time to time be specified in paragraph 28 (1)(b) of Schedule 3); or (b) if greater, and Shares are to be acquired by subscription, the nominal value of a Share; “Full-Time Director” means an employee who is a director of any Participating Company and normally devotes not less than 25 hours per week (excluding meal breaks and normal holiday entitlement or such other number of hours as may be required by HMRC for the purposes of paragraph 6 of Schedule 3) to their duties; “Grant Period” means the period during which the Directors may invite Eligible Employees to apply for Options as specified in Rule 2.1; “Group” means the Company and all its Subsidiaries; “Group Company” means any company in the Group; “HMRC” means H. M. Revenue & Customs; “Key Feature” has the meaning given to it by Paragraph 40B(8) of Schedule 3; “London Stock Exchange” means The London Stock Exchange plc; “Market Abuse Regulation” means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 or any equivalent or successor legislation and related guidance issued by the European Securities and Markets Authority and the UK Listing Authority on market abuse; “Market Value” means the lowest of the following: (a) the market value of a Share on the Dealing Day immediately preceding the date on which the invitation is made in accordance with Rule 2 (the “relevant date”); (b) the average of the market values of a Share for the three Dealing Days immediately preceding the relevant date; and (c) the average of the market values of a Share for the five Dealing Days immediately preceding the relevant date, with the market value of a Share being determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and for these purposes the Market Value of a Share subject to a restriction is to be determined as if it was not subject to a restriction;
3 “Maximum Contribution” means the maximum aggregate Monthly Contribution which an Optionholder may make under all Savings Contracts linked to options granted to them under the Plan or any other Schedule 3 SAYE Plan, being the lesser of: (a) £500 per month or, if higher, the maximum amount specified in paragraph 25(3) of Schedule 3 from time to time; and (b) such other maximum Monthly Contribution as may be determined from time to time by the Directors which need not be the same in relation to all Eligible Employees provided that it does not infringe the requirements of paragraph 7 of Schedule 3 (participation on similar terms); “Monthly Contribution” means the monthly contribution agreed to be paid by an Optionholder under the relevant Savings Contract; “Non-UK Company Reorganisation Arrangement” has the meaning given by paragraph 47A of Schedule 3; “Option” means a right granted or to be granted to acquire Shares pursuant to the Rules; “Optionholder” means any person (including where the context permits the personal representatives of such a person) who holds an Option; “Participating Company” means any Group Company which the Company has determined shall be a participating company for the purposes of the Plan; “Plan” means this plan, being the Indivior 2024 UK Savings Related Share Option Plan constituted by the Rules as from time to time amended; “Repayment” means in relation to a Savings Contract, the aggregate of the Monthly Contributions which the Participant has made and, subject to Rules 2.2.5 and 3.1.1, any Bonus due at the Bonus Date; “Rules” means these rules together with any amendment effected in accordance with Rule 12; “Savings Authority” means the building society or bank recognised by the Directors from time to time for the purpose of receiving Monthly Contributions under Savings Contracts; “Savings Contract” means a savings contract under a certified SAYE savings arrangement (within the meaning of paragraph 48(1) of Schedule 3) and “Three Year Savings Contract” and “Five Year Savings Contract” shall be construed accordingly; “Schedule 3” means Schedule 3 to the Act; “Schedule 3 SAYE Plan” means a savings-related share option plan that satisfies the requirements of Schedule 3 to the Act; “Share” means a fully paid ordinary share in the capital of the Company, or, where so permitted by HMRC, CDIs representing such Shares, in each case, which satisfies the requirements of paragraphs 18 to 22 of Schedule 3 at both the Date of Grant and date of exercise of an Option (subject to Rules 8.6 and 8.7); “Subsidiary” means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;
4 “TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006; and “UK Listing Authority” means The Financial Conduct Authority in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000. 1.2 References to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, and words in the singular shall include the plural and vice versa. 1.3 The purpose of the Plan is to provide in accordance with Schedule 3 benefits to Eligible Employees in the form of share options. The Plan and any Option granted under it shall be interpreted, operated and administered in a manner that is consistent with that purpose and in the case of any conflict between these rules and the provisions of Schedule 3, Schedule 3 shall prevail.. 2 Invitations to apply for Options 2.1 The Directors may, in their absolute discretion, decide whether or not to operate the Plan. If they do so decide, subject to Rule 2.8 they will invite all Eligible Employees to apply for the grant of Options at any time during the period of 42 days after any of the following: 2.1.1 the announcement by the Company of its results for any period or the issue by the Company of any prospectus, listing particulars or other document containing equivalent information relating to Shares; or 2.1.2 a day on which an announcement is made of a new prospectus for certified SAYE savings arrangements (within the meaning of section 703(1) of the Income Tax (Trading and Other Income) Act 2005) for the purposes of Schedule 3; or 2.1.3 a day on which an announcement is made of amendments to be made to the Act (so far as those changes affect Schedule 3 SAYE Plans) or a day on which any such amendments come into force; or 2.1.4 any general meeting of the Company’s shareholders; or 2.1.5 any day on which they resolve that exceptional circumstances exist which justify the grant of Options. 2.2 Such invitations shall be made to all Eligible Employees and shall include details of the following matters which shall be determined by the Directors: 2.2.1 the Exercise Price or the means by which it will be notified to Eligible Employees; 2.2.2 the latest date by which applications must be received, being neither earlier than 14 days nor later than 28 days after the date of the invitations; 2.2.3 the Maximum Contribution; 2.2.4 whether the applicable Savings Contract(s) being offered are: (i) a Three Year Savings Contract; or (ii) a Five Year Savings Contract; or
5 (iii) either a Three Year Savings Contract or a Five Year Savings Contract, as the applicant shall select; or (iv) a combination of a Three Year Savings Contract and a Five Year Saving Contract (subject always to the Maximum Contribution); and 2.2.5 whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Savings Contract is to be taken as including any Bonus or not. 2.3 Each invitation shall be accompanied by: 2.3.1 a proposal form for a Savings Contract; and 2.3.2 an application form. 2.4 An application form shall be in such form as the Directors may from time to time prescribe save that it must provide for the applicant to state: 2.4.1 the Monthly Contribution (being a multiple of £1 and not less than £10) which they wish to make under the related Savings Contract; and 2.4.2 that their proposed Monthly Contribution (when taken together with any Monthly Contribution they make under any other Savings Contract linked to an option granted to them under the Plan or any other Schedule 3 SAYE Plan ) will not exceed the Maximum Contribution; and 2.4.3 if the Directors have determined that an applicant may select either a Three Year Savings Contract and/or a Five Year Savings Contract, their selection in that respect. 2.5 Each application shall provide that, in the event of scaling down in accordance with Rule 3, the Directors are authorised by the applicant to modify their application to reflect such scaling down. 2.6 Subject to Rule 2.7 and Rule 3, each application shall be deemed to be for an Option over such number of whole Shares as can be acquired at the Exercise Price with the expected Repayment under the related Savings Contract at the appropriate Bonus Date. 2.7 If an application for a Savings Contract specifies a Monthly Contribution which, when added to any other Monthly Contributions already being made or proposed to be made by the Eligible Employee, exceeds the Maximum Contribution, that application shall be deemed to have been automatically modified down to the maximum possible amount. 2.8 Invitations to apply for Options must not be issued at any time if it would be unlawful, or in breach of Dealing Restrictions. 2.9 The Directors may, in their absolute discretion, treat all late applications as valid provided they are received no less than five days prior to the Date of Grant. 3 Scaling down 3.1 To the extent that valid applications are received in excess of any maximum number of Shares which may be determined by the Directors or the limit in Rule 5, the Directors shall scale down applications in the same manner in order to eliminate the excess by: 3.1.1 excluding the Bonuses under the relevant Savings Contracts; and/or
6 3.1.2 reducing pro-rata the proposed Monthly Contributions in excess of £10; and/or 3.1.3 deeming each application for a Savings Contract with a Five Year Bonus to be an application for a Savings Contract with a Three Year Bonus; and/or 3.1.4 so far as necessary, selecting by lot. 3.2 Where applications are scaled down in accordance with Rule 3.1 all relevant applications shall be deemed to have been amended or withdrawn, as the case may be. 3.3 If the number of Shares is insufficient to enable an Option based on a £10 per month contribution to be granted to each Eligible Employee who has made a valid application, the Company may, as an alternative to selecting by lot, determine in its absolute discretion that no Options will be granted. 4 Grant of Options 4.1 No Option shall be granted after whichever is the earlier of: 4.1.1 30 days (or 42 days, or such longer period as may be agreed with HMRC, in the event that applications are scaled down under Rule 3) after the day(s) by reference to which the Exercise Price was fixed; and 4.1.2 the last day of the applicable Grant Period. 4.2 No Option shall be granted to a person unless at the Date of Grant they are an Eligible Employee. No payment will be required for the grant of an Option. 4.3 As soon as is practicable after having granted an Option to an Eligible Employee the Company shall issue to them, or procure the issue to them of, an option certificate. The option certificate shall be in such form determined by the Directors from time to time and shall state: 4.3.1 the Date of Grant of the Option; 4.3.2 the number of Shares over which the Option is granted; 4.3.3 the Exercise Price payable for each Share subject to the Option; and 4.3.4 if the Shares are subject to any restriction, details of the restriction. 4.4 Subject to the right of an Optionholder’s personal representatives to exercise an Option as provided in Rule 6.4, every Option shall be personal to the Eligible Employee to whom it is granted and any purported assignment, transfer, charge, disposal or dealing with the rights or interests of the Optionholder under the Plan shall render the Option void. 4.5 Options must not be granted at any time when that grant is prohibited by or in breach of any Dealing Restrictions. 5 Plan limits 5.1 On or before the date upon which invitations are issued on any occasion the Board may determine a limit on the number of Shares over which applications for Options will be accepted on that occasion. 5.2 The number of Shares over which the Board may grant Options on any date shall be limited so that it does not exceed the limit set out in Rule 5.3 or Rule 5.4, as applicable.
7 5.3 With respect to any Options granted prior to September 30, 2024, the limit is 10 per cent of the number of the Company’s Equity Share Capital on the day preceding the Date of Grant, less the total nominal amount of: 5.3.1 Shares allocated in respect of awards granted within the previous 10 years under any employees’ share scheme, and 5.3.2 Shares remaining to be allocated in respect of awards granted on the same date or within the previous 10 years under any employees’ share scheme, and 5.3.3 Shares allocated on the same date or within the previous 10 years under any employees’ share scheme otherwise than in respect of an award. This limitation only applies to Options which are to be satisfied (directly or indirectly) by the issue of new Shares or the transfer of treasury Shares. 5.4 With respect to any Options granted on or following September 30, 2024, the aggregate number of Shares with respect to which Options may be granted under this Plan shall not exceed 1,000,000 Shares (whether satisfied by the issue of new Shares, the transfer of treasury Shares or the transfer of existing Shares). Any Option under this Plan settled in cash shall not be counted against the foregoing maximum Share limit. 5.5 For the purposes of Rule 5: 5.5.1 “allocate” means the issue of new Shares or the transfer of treasury Shares in satisfaction (directly or indirectly) of a person’s rights under an award; 5.5.2 an “award” means any right to acquire or receive Shares whether conditional or unconditional; 5.5.3 an “employees’ share scheme” means any scheme for encouraging or facilitating the holding of shares in or debentures of the Company by or for the benefit of (a) the bona fide employees or former employees of the Group, or (b) the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees; 5.5.4 “treasury Shares” has the same meaning as in Chapter 6 of the Companies Act 2006; 5.5.5 no account will be taken of Shares acquired by an employee or former employee (or the personal representatives of such a person) where the Shares are acquired for a price equal to their market value at or about the date of acquisition and the cost of those Shares is borne by (or by the estate of) the employee or former employee; 5.5.6 subject to Rule 5. 5.7, no account will be taken of an award if and to the extent to which the Board considers that it will be satisfied by the transfer of existing Shares other than treasury Shares; 5.5.7 any Shares allocated or remaining to be allocated to the trustee of any trust which were used or which are to be used to satisfy awards granted under an employee share scheme must be treated as having been allocated or as remaining to be allocated in respect of those awards unless the Shares were acquired by the trustee pursuant to a rights issue or other opportunity offered to the trustee in respect of Shares other than Shares previously allocated to it;
8 5.5.8 where an award was granted in consideration of the release by the holder of an award previously granted to them under an employee share scheme, then the earlier award shall be ignored and the later award shall be deemed to have been granted at the same time as the earlier award; and 5.5.9 the transfer of treasury Shares may be disregarded if the share incentive scheme guidelines of the UK institutional shareholders are amended to permit such shares to be disregarded. 5.6 No Option shall be granted under this Scheme after the Company’s annual general meeting in 2034. 6 Rights of Exercise and Lapse of Options 6.1 Save as provided in Rules 6.3 (death), 6.4 (good leavers) and 8 (takeovers etc), an Option may be exercised only during the period commencing with the Bonus Date under the related Savings Contract. 6.2 Save as provided in Rules 6.3 and 6.4, an Option may only be exercised by an Optionholder while they are a director or employee of a Participating Company. 6.3 An Option may be exercised by the personal representatives of a deceased Optionholder: 6.3.1 during the period of one year following the date of the Optionholder’s death if such death occurs before the Bonus Date; or 6.3.2 during the period of one year following the Bonus Date if the Optionholder’s death occurs within the period of six months of the Bonus Date. 6.4 Subject to Rule 6.5, if an Optionholder ceases to hold any office or employment with a Participating Company on account of: 6.4.1 Injury or disability (evidenced to the satisfaction of the Company); or 6.4.2 redundancy (within the meaning of the Employment Rights Act 1996); or 6.4.3 retirement; or 6.4.4 the transfer of the undertaking or part-undertaking in which the Optionholder is employed to a person other than a Group Company where such transfer is a relevant transfer within the meaning of the TUPE Regulations; or 6.4.5 the Associated Company by which the Optionholder is employed ceasing to be under the Control of the Company; or 6.4.6 ceasing to hold employment with a Participating Company provided more than three years have elapsed since the relevant Date of Grant and cessation is not by reason of dismissal for misconduct; or 6.4.7 the transfer or sale of the undertaking or part-undertaking in which the Optionholder is employed to a person who is not an Associated Company of the Company where the transfer is not a relevant transfer within the meaning of the TUPE Regulations, the Option may be exercised within the period of six months following such cessation.
9 6.5 An Optionholder shall not be treated as having ceased to hold any office or employment with a Participating Company for the purposes of this Rule 6 until that person ceases to hold any office or employment with the Company or any company which is an Associated Company. 6.6 An Option shall lapse on the occurrence of the earliest of the following: 6.6.1 subject to Rule 6.6.2 below, the expiry of the period of six months after the Bonus Date; 6.6.2 where the Optionholder has died, the expiry of the period during which the Option may be exercised in accordance with Rule 6.3; 6.6.3 the expiry of any of the applicable periods specified in Rules 6.3 (exercise by personal representatives) and 6.4 (good leavers) but if an Optionholder dies while time is running under Rule 6.4, the Option shall not lapse until the expiry of the relevant period in Rule 6.3; 6.6.4 subject to Rule 9 (exchange of options on a takeover), the expiry of any of the applicable periods in Rules 8.1, 8.2, 8.3 and 8.4 (takeovers etc) but if an Optionholder dies while time is running under Rule 8.1, 8.2 or 8.3, the Option shall not lapse until the expiry of the relevant period in Rule 6.3; 6.6.5 subject to Rule 6.5 (determining cessation of office or employment etc), the date on which an Optionholder ceases to be a director or employee of a Participating Company for any reason other than their death or those specified in Rule 6.4 (good leavers); 6.6.6 the date on which a resolution is passed, or an order is made by the Court, for the compulsory winding up of the Company; 6.6.7 the date on which the Optionholder becomes bankrupt or does or omits to do anything as a result of which they are deprived of the legal or beneficial ownership of the Option; and 6.6.8 where, before an Option has become capable of being exercised, the date on which the Optionholder: (i) gives notice that they intend to stop paying Monthly Contributions; (ii) is deemed under the terms of the Savings Contract to have given such notice; or (iii) makes an application for the repayment of Monthly Contributions. 7 Exercise of Options 7.1 An Option may only be exercised with monies not exceeding the amount of Repayment made under the related Savings Contract. For this purpose, Repayment under the Savings Contract shall exclude the repayment of any Monthly Contribution the due date for payment of which falls more than one month after the date on which Repayment is made. 7.2 Save as otherwise provided in the Rules, an Option shall be exercisable in whole or in part but only on one occasion, by notice in writing (in the form prescribed by the Directors) given by the Optionholder (or their personal representatives) to the Company (or to a duly authorised agent of the Company). The notice of exercise of the Option
10 shall be accompanied by the relevant option certificate and a remittance in cleared funds for the aggregate Exercise Price payable. 7.3 As soon as reasonably practicable (and not later than 30 days) after the Option exercise the Directors shall allot or procure the transfer of the Shares to the Optionholder (or theirnominee) in respect of which the Option has been validly exercised. 7.4 The exercise of an Option and the issue or transfer of Shares under the Plan will be subject to complying with the requirements of or obtaining any approval or consent required by the UK Financial Conduct Authority (or other relevant authority), any Dealing Restrictions or any other applicable laws or regulations (whether in the UK or overseas). 7.5 Shares allotted under the Plan shall rank pari passu in all respects with the Shares of the same class for the time being in issue save as regards any rights attaching to such Shares by reference to a record date prior to the date of allotment and, in the case of a transfer of existing Shares, the transferee shall not acquire any rights attaching to such Shares by reference to a record date prior to the date of such transfer. 7.6 If and so long as the Shares are listed on the London Stock Exchange, the Company shall apply to the London Stock Exchange for the Shares allotted pursuant to the Plan to be admitted to the “Official List”. If the Shares are traded on any other stock exchange, the Company must apply to have the Shares admitted to trading on that exchange. 8 Takeovers and Liquidation 8.1 Subject to Rule 8.5, if any person (either alone or together with any person acting in concert with them) obtains Control of the Company as a result of making: 8.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company (or such part as is not already owned by the offeror or any person acting in concert with the offeror) which is made on a condition such that if it is satisfied the person making the offer together with persons acting in concert with them, will have Control of the Company; or 8.1.2 a general offer to acquire all the shares in the Company (other than shares which are already owned by the offeror or any person acting in concert with the offeror) which are of the same class as the Shares, any Option may be exercised immediately before and conditionally upon such change of Control or within six months thereafter. 8.2 Subject to Rule 8.5, 8.2.1 if under section 899 of the Companies Act 2006, the Court sanctions a compromise or arrangement applicable to or affecting: (a) all the ordinary share capital of the Company or all the Shares of the same class as the Shares to which the Option relates; or (b) all the Shares or all the Shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule 3 SAYE plan, then any Option may be exercised within 6 months of the Court sanctioning such compromise or arrangement.
11 8.2.2 if a Non-UK Company Reorganisation Arrangement becomes binding on shareholders is applicable to or affecting: (a) all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or (b) all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 3, then any Option may be exercised within 6 months thereafter. 8.3 Subject to Rule 8.5, if any person becomes bound or entitled to acquire Shares under Chapter 3 of Part 28 of the Companies Act 2006, any unexercised Option may be exercised at any time when that person remains so bound or entitled. 8.4 Subject to Rule 8.5, if the Company passes a resolution for the voluntary winding up of the Company, any outstanding Option may be exercised within 20 days of the passing of the resolution after which, to the extent not exercised, it will lapse. 8.5 If: 8.5.1 the events referred to in rule 8.1, 8.2, 8.3 or 8.4 are part of an arrangement which will mean that the Company will be under the Control of another company; and 8.5.2 the persons who owned Shares in the Company immediately before the change of Control will immediately afterwards own at least 75% of the shares in that other company; and 8.5.3 Optionholders are to be offered substitute options under Rule 9, then Options which are not exercisable otherwise than as a consequence of those Rules may not be exercised. 8.6 The Board may in its discretion allow Options to be exercised, in circumstances where Shares no longer meet the requirements of Schedule 3 due to events where Rules 8.1 to 8.4 apply, during the period of 20 days ending on: 8.6.1 where Rule 8.1, 8.2 and 8.4 apply, the date of the relevant event; and 8.6.2 where Rules 8.3 applies the date on which the person becomes bound; or entitled to acquire Shares. 8.7 Notwithstanding that as a result of an event referred to in rules 8.1 to 8.4 Shares in the Company cease to satisfy the requirements of paragraph 18 to 22 of Schedule 3, any Shares acquired from the exercise of an Option granted under the Plan within a period of 20 days from the relevant event will be treated as Shares for the purposes of the Plan. 9 Exchange of Options on a Takeover 9.1 Notwithstanding the provisions of Rule 8, if any company (the “Acquiring Company") obtains Control of the Company or becomes bound or entitled to acquire shares in the Company within any of the sets of circumstances specified in Rules 8.1, 8.2 and 8.3, any Optionholder may at any time within the periods specified in those Rules, by
12 agreement with the Acquiring Company, release their Option (the “Old Option”) in consideration of the grant to them of a new option (the “New Option”) which is equivalent to the Old Option (by virtue of satisfying the requirements of paragraph 39 of Schedule 3 but relates to shares in a different company (whether the Acquiring Company itself or some other company falling within paragraph (b) or (c) of paragraph 18 of Schedule 3). 9.2 Where the “New Options” are granted pursuant to Rule 9.1 they shall be regarded for the purposes of the subsequent application of the provisions of the Plan as having been granted at the time when the corresponding Old Options were granted and, with effect from the date on which the New Options are granted: 9.2.1 save for the definitions of “Participating Company” and “Group Company” in Rule 1, references to the “Company” (including the definition in Rule 1 shall be construed as being references to the Acquiring Company or such other company to whose shares the New Option relates; 9.2.2 references to “Shares” (including the definition in Rule 1) shall be construed as being references to shares in the Acquiring Company or shares in such other company to which the New Options relate but references to Participating Company shall continue to be construed as if references to the Company were references to Indivior PLC; 9.2.3 the Savings Contract made in connection with the Old Option has been made in connection with the New Option; the Bonus Date in relation to the New Option was the same as in relation to the Old Option; and 9.2.4 notwithstanding the above, Indivior PLC shall remain the scheme organiser of the Plan (as defined in paragraph 2(2) of Schedule 3). 10 Variation of Share Capital 10.1 In the event of any capitalisation (other than a scrip issue), rights issue, consolidation, subdivision, reduction or other variation of the share capital of the Company: 10.1.1 the number of Shares comprised in an Option; 10.1.2 their Exercise Price; 10.1.3 where an Option has been exercised but no Shares have been allotted or transferred in satisfaction of such exercise, the number of Shares to be so allotted or transferred and their Exercise Price; may be varied in such manner as the Directors shall determine provided that: (i) the variation or variations made under this Rule 10 must (in particular) secure: (a) that the total market value of the Shares which may be acquired by the exercise of the Option is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations; and (b) that the total price at which those Shares may be acquired is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations; and
13 (ii) except as provided in Rules 10.2 and 10.3, no variation shall be made which would result in the Exercise Price for an allotted Share being less than its nominal value. 10.2 Any adjustment made to the Exercise Price of unissued Shares which would have the effect of reducing the Exercise Price to less than the nominal value of the Shares shall only be made if and to the extent that the Directors are authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercisable exceeds the adjusted Exercise Price. The Directors may apply such sum in paying up such amount on such Shares so that on the exercise of any Option in respect of which such a reduction shall have been made, the Directors shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid. 10.3 Where an Option subsists over both issued and unissued Shares, an adjustment may be only be made under Rule 10.2 if the reduction of the Exercise Price in relation to Options over both issued and unissued Shares can be made to the same extent. 10.4 The Directors may take such steps as they consider necessary to notify Optionholders of any adjustment made under this Rule 10 and to call in, cancel, endorse, issue or re- issue any option certificate consequent upon such adjustment. 10.5 No adjustment shall take effect under Rule 10 if it would result in the requirements of Schedule 3 not being met in relation to any Option. 11 Administration 11.1 The Directors shall have power from time to time to make and vary such regulations (not being inconsistent with this Plan) for the implementation and administration of this Plan as they think fit. 11.2 The decision of the Directors shall be final and binding in all matters relating to this Plan (other than in the case of matters to be determined or confirmed by the auditors for the time being of the Company in accordance with this Plan). 11.3 The costs of establishing and administering this Plan shall be borne by the Company. However, the Company may require any Participating Company to enter into such arrangement with it as it shall deem necessary for each Participating Company to bear the costs borne by the Company directly or indirectly in respect of such participating Company’s employees. 11.4 The Company may, but shall not be obliged to, provide Eligible Employees or Optionholders with copies of any notices circulars or other documents sent to shareholders of the Company. 12 Amendments 12.1 Subject to Rules 12.2 and 12.3 the Rules may be amended in any respect by the Directors. 12.2 To the extent required by any applicable listing rules, no amendment to the advantage of Optionholders or Eligible Employees (except for an amendment which could be included in an additional section adopted under this Rule 12) can be made to the provisions in the Rules (if any) relating to:
14 12.2.1 who can be an Optionholder or Eligible Employee; 12.2.2 the number of Shares which can be allocated under the Plan; 12.2.3 the basis for determining an Optionholder’s entitlement to and the terms of the Shares and any adjustment in the event of a variation in the share capital of the Company as described in Rule 10; and 12.2.4 the terms of this Rule 12.2 without the approval by ordinary resolution of the Company in general meeting, except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Optionholders or Eligible Employees or for a member of the Group. 12.3 No amendment of a Key Feature of the Plan shall have effect at time when the Plan is a Schedule 3 SAYE Plan and such status is intended to be maintained if it would result in the requirements of Parts 2 to 7 of Schedule 3 not being met in relation to the Plan. If such status is not to be maintained, the first sentence of this rule shall not apply. The Company shall provide such information and make such declarations to HMRC in relation to any amendment to a Key Feature as is required for the purposes of Schedule 3. 12.4 No amendment will be made under Rule 12.2 which would abrogate or materially affect adversely the existing rights of an Optionholder unless it is made with their written consent or by a resolution passed as if the Options constituted a separate class of share capital and the provisions of the Articles of Association of the Company and of the Companies Act 2006 relating to class meetings (with the necessary amendments) applied to that class. 12.5 Written notice of any amendment to the Plan shall be given to all Optionholders affected thereby. 12.6 The Company can adopt additional sections of the Rules, applicable in any jurisdiction, under which Options may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, which may apply to the Optionholder, the Company, any Participating Company or Associated Company. Any additional sections must conform to the basic principles of the Plan and must not enlarge to the benefit of Optionholders the limits in the Rules. 13 General 13.1 The Plan will terminate on the date of the Company’s annual general meeting in 2034. On termination, no further Options may be granted but such termination shall be without prejudice to any accrued rights in existence at the date thereof. 13.2 The Company will at all times keep available sufficient authorised and unissued Shares, or shall ensure that sufficient Shares will be available, to satisfy the exercise to the full extent still possible of all subsisting Options, taking account of any other obligations of the Company to issue Shares. 13.3 In the event that the Directors decide to grant options over issued Shares then the Company and/or any Participating Company may give or procure financial assistance (whether by way of loan, gift, guarantee to a third party lender or otherwise) to the
15 trustee or trustees for the time being of any employee benefit trust established by any Group Company to facilitate the acquisition by such trustee or trustees of the relevant number of Shares, provided that any such financial assistance shall only be given to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006. 13.4 Notwithstanding any other provision of this Plan: 13.4.1 this Plan shall not form part of any contract of employment between any Participating Company and any employee of any such company and the rights and obligations of any individual under the terms of their office or employment with any Group Company shall not be affected by their participation in this Plan or any right which they may have to participate in it and this Plan shall afford such an individual no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason whatsoever; 13.4.2 no Optionholder shall be entitled to any compensation or damages for any loss or potential loss which they may suffer by reason of being unable to exercise an Option in consequence of the loss or termination of their office or employment with any Group Company for any reason whatsoever; 13.4.3 Participation in the Plan does not affect the rights of any Eligible Employee (whether beneficially or adversely) under any pension scheme which relates to their employment. In particular (but without limitation), the contributions payable to such a pension scheme by their employer, and the benefits provided to or in respect of any Eligible Employee under the pension scheme, are not to be increased as a result of their participation in the Plan or the benefits received by them under the Plan; 13.4.4 this Plan shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against any Group Company directly or indirectly, or give rise to any cause of action at law or in equity against any Group Company. 13.5 Save as otherwise provided in this Plan any notice or communication to be given to any Eligible Employee or Optionholder may be: 13.5.1 delivered by electronic mail and it shall be deemed to have been received upon electronic confirmation of such delivery; 13.5.2 personally delivered or sent by ordinary post to their last known address and where a notice or communication is sent by post it shall be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped; or 13.5.3 provided electronically through a website hosted by the Company or an agent of the Company, provided that the Eligible Employee or Optionholder is notified by electronic mail or ordinary post that such notice or communication has been or will be provided in this manner, and it shall be deemed to have been received on the day it is posted on the website. Share certificates and other communications sent by post will be sent at the risk of the Eligible Employee or Optionholder concerned and neither the Company nor any of its Subsidiaries shall have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.
16 13.6 Any notice to be given to the Company shall be delivered or sent to the Company at its registered office, marked for the attention of the Company Secretary, and shall be effective upon receipt. The Board may make other arrangements to receive notices. 13.7 The personal data of any Eligible Employee and of any Optionholder who holds or who has held an Option may be processed in connection with the operation of the Plan in accordance with the Group’s prevailing data protection policy and as notified to Eligible Employees in accordance with applicable data protection laws. By participating in the Plan, an Optionholder’s attention is drawn to such data protection policy. The policy does not form part of these rules and may be updated from time to time. Any such updates shall be notified to Eligible Employees and the Optionholders. 13.8 This Plan and all Options granted under it shall be governed by and construed in accordance with English law. 13.9 The English courts shall have exclusive jurisdiction in relation to all disputes arising out of or in connection with the Plan or any Option. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.
EUROPE-LEGAL-292660102/2 168111-0003 INDIVIOR PLC Rules of Indivior Group Deferred Bonus Plan 2018 Approved by a resolution of the Remuneration Committee of the Board on July 19, 20181 Amended by a resolution of the Remuneration Committee of the Board on November 14, 2018 Amended by a resolution of the Remuneration Committee of the Board on February 14, 2023 Amended by a resolution of the Remuneration Committee of the Board on September 30, 2024 1 Note: this Plan has not been approved by shareholders. Therefore, Awards granted prior to September 30, 2024 may not be satisfied by newly issued Shares or Shares transferred from treasury. Exhibit 99.4
EUROPE-LEGAL-292660102/2 168111-0003 CONTENTS CLAUSE PAGE -i- 1. Definitions ......................................................................................................... 1 2. Grant of Awards ................................................................................................ 4 3. Plan limits ....................................................... Error! Bookmark not defined. 4. Vesting .............................................................................................................. 5 5. Rights of Participant before Vesting ................................................................. 5 6. Cessation of employment .................................................................................. 5 7. Takeover / general offer .................................................................................... 6 8. Scheme of Arrangement ................................................................................... 6 9. Voluntary winding-up ....................................................................................... 7 10. Exchange of Awards ......................................................................................... 7 11. Consequences of Vesting .................................................................................. 7 12. Dividend Equivalents ........................................................................................ 8 13. Rights issues, demergers and variations of capital ........................................... 8 14. Tax .................................................................................................................... 8 15. Effect on employment rights ............................................................................. 9 16. Malus and Clawback ......................................................................................... 9 17. Amendment ..................................................................................................... 10 18. Data Protection ................................................................................................ 11 19. General ............................................................................................................ 11 Appendix 1 US ............................................................................................................ 13
EUROPE-LEGAL-292660102/2 168111-0003 THE INDIVIOR GROUP DEFERRED BONUS PLAN 2018 The Indivior Group Deferred Bonus Plan 2018 is intended to align the interests of executives with those of shareholders by providing a mechanism for Group Companies to defer a proportion of such persons’ annual bonuses in the form of Shares for a period of time, under the terms of this Plan. 1. Definitions 1.1 In this Plan references to the following words shall bear the following meanings: Adoption Date means July 19, 2018; Award means an award granted under Rule 2 in the form of a Conditional Award, an Option or a Phantom Award as the Committee may determine, which is for the time being subsisting; the Board means the board of directors of the Company; CDIs means depositary interests issued through CREST representing beneficial interests in ordinary shares in the capital of the Company; Committee means the Remuneration Committee of the Company or some other duly authorised committee of the Board; Company means Indivior PLC (incorporated in the UK with registered number 09237894); Conditional Award means an Award which takes the form of a contingent right to receive Shares or a conditional allocation of Shares; Control has the meaning given to that word by section 995 of the UK Income Tax Act 2007; Date of Grant means the date on which the Committee grants an Award; Dealing Day means any day on which the London Stock Exchange (or, if relevant and if the Committee determines, any stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business; Deferral Period means the period(s) specified by the Committee pursuant to Rule 2.3(b); DRs means depositary receipts issued by a depositary for the Company’s affiliate shareholders (for the purposes of US federal securities laws) representing beneficial interests in ordinary shares in the capital of the Company; Executive means any employee or executive director of any member of the Group;
EUROPE-LEGAL-292660102/2 168111-0003 215 Financial Year means a financial year of the Company within the meaning of section 390 of the UK Companies Act 2006; Grant Letter means the notification to a Participant setting out the terms of an Award; Grant Period means the period of 42 days commencing on: (a) the Adoption Date; (b) the day immediately following the day on which the Company makes an announcement of its results for the last preceding Financial Year, half year or other period; or (c) any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards; Group means the Company and the Subsidiaries from time to time and the expressions member of the Group and Group Company shall be construed accordingly; Legal Representative means a deceased Participant’s duly appointed legal personal representative, or equivalent representative in jurisdictions other than the UK, as evidenced by such representative to the satisfaction of the Committee; Listing Rules means the Listing Rules published by the UK Financial Conduct Authority (as amended from time to time); London Stock Exchange means London Stock Exchange plc or any successor body thereto; Market Abuse Regulation means Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 or any equivalent or successor legislation; Market Value means, in relation to a Share on any day: (a) if and for so long as the Shares are admitted to trading on the London Stock Exchange or any stock exchange: (i) the closing middle-market quotation for a Share on that day (as derived from the Daily Official List of the London Stock Exchange or from the equivalent such records of such other exchange); or (ii) the average of the closing middle-market quotations during such period as the Committee may determine but not exceeding 30 Dealing Days ending on that day and provided such Dealing Day(s) fall within a Grant Period; or (b) if the Shares are not admitted to trading on the London Stock Exchange or any stock exchange, the market value of a Share on that day as
EUROPE-LEGAL-292660102/2 168111-0003 315 determined in accordance with Part VIII of the UK Taxation of Chargeable Gains Act 1992; Notional Share means a share equal in value to a Share, but having no legal rights attributable to a Share; Option means an Award which takes the form of an option to acquire Shares at a nil cost upon Vesting; Participant means an Executive who has been granted an Award (including, where the context permits his personal representatives) which has not lapsed or been surrendered or forfeited; Phantom Award means a conditional right to receive a cash amount determined by reference to the Market Value of the Notional Shares subject to the Award on the Vesting Date; Plan means the Indivior Group Deferred Bonus Plan 2018 as set out in these rules (as amended from time to time); Restricted Period means any period in which dealings in shares would be prohibited by statute, order, regulation or government directive, or by the Market Abuse Regulation or any code adopted by the Company based on the Market Abuse Regulation; Shares means fully paid ordinary shares in the capital of the Company or, where appropriate, (i) CDIs representing such shares, (ii) DRs representing such shares, and/or (iii) shares, CDIs or DRs representing those shares, CDIs or DRs following any reorganisation of the share capital of the Company; Subsidiary means any subsidiary of the Company within the meaning of section 1159 of and schedule 6 to the UK Companies Act 2006 (or its equivalent under applicable law) over which the Company has Control; Tax Liability means any amount of tax or social security contributions for which a Participant would or may be liable and for which a member of the Group or former member of the Group would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant tax authority; Trustee means the trustee or trustees of any employee benefit trust established by the Company (or any Group Company); and Vesting Date means the date on which an Award (or part thereof) Vests. 1.2 An Award Vests when the Participant becomes entitled to the transfer of Shares or the payment of cash (as the case may be), under Rule 11. The terms Vested and Vesting shall have corresponding meanings. 1.3 References to any statute or statutory instrument or to any part or parts thereof include any modification, amendment or re-enactment thereof for the time being in force.
EUROPE-LEGAL-292660102/2 168111-0003 415 1.4 Words of the masculine gender shall include the feminine and vice versa and words in the singular shall include the plural and vice versa unless in either case the context otherwise requires or is otherwise stated. 2. Grant of Awards 2.1 Subject to Rules 2 and Error! Reference source not found., the Committee may, during a Grant Period, grant an Award to any Executive who at any time during the Financial Year immediately preceding the proposed Date of Grant (the Bonus Year) was a participant in any annual bonus plan operated by the Company or any Group Company. 2.2 An Award shall be granted in the form of an Option, a Conditional Award or a Phantom Award as the Committee may determine in its absolute discretion. 2.3 The Committee shall on or prior to the Date of Grant determine: (a) the number of Shares or Notional Shares subject to the Award, which shall be equal to A/B where: A= 25 % (or such other percentage as the Committee may determine) of the amount of the annual bonus that would have been paid to the Executive in respect of the relevant Bonus Year if the Executive did not participate in this Plan or any other deferral arrangements (including but not limited to the Indivior Inc. Deferred Compensation Plan), such amount to be gross of income tax and social security contributions unless it is not possible to defer the payment of such income tax and social security contributions to the Vesting Date in which case the Committee may specify such amount as it, acting fairly and reasonably, determines appropriate; and B= the Market Value of a Share on the Dealing Day immediately preceding the Date of Grant or, if that Dealing Day would otherwise fall within a Restricted Period, the first Dealing Day following the cessation of the Restricted Period, and any fraction of a Share shall be rounded down to the nearest whole Share; (b) the period for which the Award must be held before it Vests (the Deferral Period), which shall be the period of two years from the Date of Grant or such other period or periods as the Committee considers is appropriate; (c) whether the Award will accrue dividend equivalents in respect of the Award and the basis on which it shall do so pursuant to Rule 12; and (d) any other restrictions or requirements that the Committee shall determine are appropriate. 2.4 The grant of an Award shall be evidenced by a deed of grant executed by or on behalf of the Company. A single deed of grant may be executed in favour of any number of Executives. As soon as reasonably practicable after the Date of Grant,
EUROPE-LEGAL-292660102/2 168111-0003 515 the Company will notify each Participant of the grant of his Award by means of a Grant Letter. 2.5 The Company may require a Participant to sign and return such notification acknowledging their agreement to be bound by the terms of the Plan and may determine that failure to do so within any period specified in that notification shall cause the Award to lapse and be treated as if it had never been granted. 2.6 No payment shall be required for the grant of an Award. 3. Plan limits 3.1 Prior to September 30, 2024, no Award may be granted to subscribe for unissued Shares or Shares transferred from treasury and the Vesting of an Award may not be satisfied by the issue of new Shares or the transfer of Shares from treasury. Awards granted on or following September 30, 2024 may be satisfied by the issue of new Shares, the transfer of treasury Shares or the transfer of existing Shares. 3.2 With respect to any Awards granted on or following September 30, 2024, the aggregate number of Shares with respect to which Awards may be granted under this Plan shall not exceed 1,000,000 Shares. Any Award under this Plan settled in cash shall not be counted against the foregoing maximum Share limit. 4. Vesting 4.1 Subject to any other provision in these Rules, Awards will Vest in full on the expiry of the Deferral Period. 4.2 Notwithstanding any other provision in these Rules, if dealing in Shares by the Company is precluded by law, the Listing Rules, the Market Abuse Regulation and/or the Company’s dealing rules on the date on which the Deferral Period expires, an Award shall not Vest and an Option may not be exercised until the date on which any such restriction is lifted. 5. Rights of Participant before Vesting 5.1 An Award shall be personal to a Participant and shall not (except to the extent necessary to enable a Legal Representative to realise the Award following the death of a Participant) be capable of being transferred, changed or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Award or if he is declared bankrupt. 5.2 A Participant will have no rights in respect of any Shares subject to an Award until the Shares are transferred to him pursuant to Rule 11. 6. Cessation of employment 6.1 If, before an Award has Vested, a Participant ceases to be an employee of a member of the Group by voluntary resignation or by reason of misconduct, or after a Participant has ceased to be an employee of a member of the Group the Company becomes aware of facts or circumstances that would have entitled it
EUROPE-LEGAL-292660102/2 168111-0003 615 to dismiss the Participant for misconduct, then the Award shall lapse on the date of such cessation or the date the Company becomes so aware. 6.2 If, before an Award has Vested, a Participant ceases to be an employee of a member of the Group for any reason other than one mentioned in Rule 6.1, then the Participant’s Award shall continue subject to the rules of the Plan and will vest subject to and in accordance with Rule 4, save that in the event of a Participant’s death or other circumstances which the Committee considers sufficiently exceptional the Committee may, in its absolute discretion, determine that the Award shall instead Vest at the date of death or cessation of employment (as applicable). 7. Takeover / general offer 7.1 Save as provided in Rule 7.2, if any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making: (a) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied, the person making the offer will have Control of the Company; or (b) a general offer to acquire all of the Shares, all Awards shall Vest. 7.2 Save as provided in Rule 7.3, if any person becomes bound or entitled to give notice to acquire Shares under sections 979 or 983 of the UK Companies Act 2006 or its equivalent under applicable law, all Awards shall Vest on the date on which such person becomes so bound or entitled. 7.3 The Committee may, acting fairly and reasonably and having regard to the circumstances of the change of Control or compulsory acquisition, determine, at any time before Awards Vest, that the Participant may agree to exchange any Award or that Awards will not Vest under Rule 7.1 but shall be automatically exchanged, in either case, under Rule 10 below. 8. Scheme of Arrangement 8.1 Save as provided in Rules 8.2 and 8.3, if any person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the UK Companies Act 2006 or its equivalent under applicable law, an Award shall Vest on the scheme of arrangement being sanctioned by the court. 8.2 The Committee, may, acting fairly and reasonably and having regard to the circumstances of the scheme of arrangement, determine, at any time before Awards Vest, that the Participant may agree to exchange any Award or Awards will not Vest under Rule 8.1 but shall be automatically exchanged, in either case, under Rule 10 below. 8.3 If the Committee, in its absolute discretion, considers that the purpose and effect of the scheme of arrangement is to create a new holding company for the Company and the holding company has substantially the same shareholders and proportionate shareholdings as those of the Company immediately before the
EUROPE-LEGAL-292660102/2 168111-0003 715 scheme of arrangement, Awards will not Vest under Rule 8.1 and shall be automatically exchanged under Rule 10 below. 9. Voluntary winding-up 9.1 If notice is duly given of a resolution for a voluntary winding-up of the Company then the Committee, acting fairly, reasonably and objectively, may in its absolute discretion allow some or all Awards to Vest. 10. Exchange of Awards 10.1 Where Awards are to be exchanged under this Rule, any Award (the Old Right) will be surrendered in consideration of the grant to the Participant of a new award (the New Right) which, in the opinion of the Committee, is equivalent to the Old Right but relates to shares in a different company. The provisions of the Plan shall be construed in relation to the New Right as if: (a) the New Right were an Award granted under the Plan at the same time as the Old Right; (b) references to the Company and the Group were references to the company whose shares are subject to the New Right and its group; (c) references to Shares were references to shares in the new grantor. 11. Consequences of Vesting 11.1 Subject to Rule 4.2 and 14, the Committee shall, as soon as reasonably practicable following Vesting of an Award, procure that: (a) a Conditional Award shall be satisfied by the transfer to the Participant or to such person as the Participant may direct such number of Shares as are the subject of the Conditional Award; (b) a Phantom Award shall be satisfied by the payment of a cash sum to the Participant equal to the Market Value of such number of Notional Shares as are the subject of the Phantom Award; and (c) an Option shall be treated as automatically exercised in respect of such number of Shares as are the subject of the Option. 11.2 Shares transferred pursuant to the Plan will rank pari passu in all respects with the Shares then in issue except for any rights attaching to Shares by reference to a record date before the date of such transfer. 11.3 Any transfer of Shares under the Plan shall be subject to such consent of any of the authorities wherever situated as may from time to time be required and the Participant shall be required, so far as he is able, to procure compliance with the requirements of, or to obtain or obviate the necessity for, such consents. 11.4 The Participant shall have no rights in respect of any Shares which are the subject of an Award until such Shares are transferred to him. The Participant shall be entitled to all rights in respect of Shares transferred to him with effect
EUROPE-LEGAL-292660102/2 168111-0003 815 from the date of transfer (save for rights in respect of which the record date was prior to that date). 12. Dividend Equivalents 12.1 Participants shall, if the Committee so determines at the Date of Grant, be entitled either: (a) to be paid on Vesting of any Award a cash amount equal to the aggregate amount of the dividends that the Participant would have accrued had the Participant held the number of Shares Vesting under the Award during the period commencing on the Date of Grant and ending on the date on which the Award Vests; or (b) to receive on Vesting of any Award, in addition to the Shares subject to that Award, such number of further Shares as could have been acquired, either at the time each dividend is paid or when the Award Vests (as the Committee may determine), with the amount of each cash dividend payable on the Shares Vesting under the Award for which the record date falls during the period commencing on the Date of Grant and ending on the date on which the Award Vests. 12.2 Rule 12.1 shall not apply in respect of any super dividend, dividend in specie or other distribution paid by the Company (each being a Distribution) which would otherwise materially affect the value of an Award and for which an Award is adjusted pursuant to Rule 13. For the purpose of this Rule 12.2 and Rule 13, a Distribution shall not materially affect the value of an Award if the Company undertakes a share consolidation in conjunction with the Distribution that has the effect that the Market Value of a Share before and after the Distribution is substantially equivalent. 12.3 For the purpose of this Rule 12, a Notional Share shall be treated as carrying a right to dividends as if it was a Share. 13. Rights issues, demergers and variations of capital 13.1 If there is a rights issue, super dividend, demerger, dividend in specie or any capitalisation issue or sub-division or consolidation of or other variation in the share capital in respect of Shares or the Company, the Committee may adjust the number of Shares subject to an Award in such manner as it, in its absolute discretion, thinks fit. 13.2 If a demerger or super dividend, dividend in specie or other distribution paid by the Company or any capitalisation issue or sub-division or consolidation of or other variation in the share capital in respect of Shares or the Company which, in the opinion of the Committee, would materially affect the value of an Award, the Committee may, in its absolute discretion, permit Awards to Vest on or shortly prior to the date of such event. 14. Tax 14.1 Any liability of a Participant to taxation or social security contributions in respect of an Award shall be for the account of the relevant Participant.
EUROPE-LEGAL-292660102/2 168111-0003 915 14.2 The transfer of any Shares on the Vesting of a Participant’s Award shall be conditional upon the Participant having (a) discharged the Tax Liability which arises on Vesting or exercise to the satisfaction of the Company, or (b) otherwise having complied with any arrangements specified by the Company to secure that such Tax Liability is satisfied, including irrevocably authorising the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting Date on his behalf to ensure that any relevant member of the Group receives the amount required to discharge the Tax Liability which arises as a result of the Vesting or exercise of his Award. By participating in the Plan a Participant is deemed to have given such authorisation. 14.3 The Committee may require the Participant, as a condition to the grant or Vesting of any Award or the transfer of any Shares, to enter into an election under Chapter 2 of Part 7 of the Income Tax (Earnings & Pensions) Act 2003 in respect of any Shares to which he is or may become entitled under the Plan. 15. Effect on employment rights 15.1 Nothing in these Rules, the operation of the Plan or in a Participant’s or Executive’s contract of employment shall be construed as giving to any Participant or Executive a right to be considered for participation in the Plan to receive the grant of any Award. 15.2 Neither an Award nor the Shares nor the Notional Shares nor cash the subject of an Award shall be pensionable for any purpose. 15.3 The rights and obligations of any Participant under the terms of his office or employment shall not be affected by his participation in the Plan. Each Participant shall be deemed to waive all and any rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (whether such cessation is lawful or unlawful) insofar as those rights arise or may arise from his ceasing to have rights under the Plan as a result of such termination or from the loss or diminution in value of such rights or entitlements. If necessary, the Participant’s terms of employment shall be deemed to be varied accordingly. 16. Malus and Clawback 16.1 In circumstances where there has been, as the Committee determines in its absolute discretion, either (i) (having taken advice from the Company’s auditors) a material misstatement of the Company’s or the Group’s results in respect of the Bonus Year or (ii) at any time during a Participant’s employment, serious misconduct by that Participant or (iii) serious reputational damage to any member of the Group whether during or after the Bonus Year, then the Committee may determine, to the extent it considers appropriate after taking account of the extent of the relevant misstatement, misconduct, or reputational damage, that any of the following actions may be undertaken in respect of any Awards not Vested (or, in case of Options, not exercised): (a) the number of Shares or Notional Shares subject to such Award may be adjusted in such manner as the Committee considers appropriate; or
EUROPE-LEGAL-292660102/2 168111-0003 1015 (b) the Award shall lapse with immediate effect; or (c) the Deferral Period may be extended. 16.2 In circumstances where at any time before the second anniversary of the Vesting Date there has been, as the Committee determines in its absolute discretion, either (i) (having taken advice from the Company’s auditors) a material misstatement of the Company’s or the Group’s results in respect of the Bonus Year or (ii) at any time during a Participant’s employment, serious misconduct by that Participant or (iii) serious reputational damage to any member of the Group whether during or after the Bonus Year, then the Committee may determine, to the extent that the Committee considers appropriate after taking account of the extent of the relevant misstatement, misconduct, or reputational damage, in respect of any Vested Awards that the relevant Participant must by way of clawback repay to the Company such amount as the Committee may determine in cash or transfer to the Company such number of Shares as the Committee may determine, in each case taking account of the number of Shares or Notional Shares subject to the Award and their value. 16.3 Following any such determination under Rule16.1 or 16.2, the Committee may, to the extent permitted under applicable law: (a) make a reduction of an equivalent amount to any unvested Awards which the Participant may have under the Plan or any other employee share scheme operated by the Company; and/or (b) make a reduction of an equivalent amount to any future annual bonus payment which would otherwise have been payable; and/or (c) make a reduction of an equivalent amount to any salary payments or other remuneration which are due or would otherwise have been payable, and/or (d) require the relevant Participant to repay to the Company an equivalent amount or to transfer a specified number of Shares to the Company within such period as it determines. 16.4 The Company may adopt such other malus and clawback policy and all Awards shall be subject to such policy (whether or not such policy was in place at the time of grant of the Award) to the extent necessary or appropriate to comply with the applicable laws, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules, regulations or listing standards promulgated thereunder. 17. Amendment 17.1 The Committee may make such amendments to the Rules as it considers necessary or desirable from time to time. However, no amendment will be made under this Rule that would adversely and materially affect the existing rights of a Participant unless such amendment is made with his written consent or with the written consent of a majority of the Participants affected by the amendments.
EUROPE-LEGAL-292660102/2 168111-0003 1115 17.2 Notwithstanding Rule 17.1, the Committee may make minor amendments to the Rules: (a) to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or for any member of the Group; and (b) to take account of local tax, exchange control or securities law in order to operate this Plan in any jurisdictions in which Executives are situated. The Committee may implement such amendments in the form of schedules to this Plan applicable to the specified jurisdiction. 18. Data Protection 18.1 The Participant’s attention is drawn to the Company’s data privacy policy, which sets out how the Executive’s personal data will be used and shared by the Company and other Group Companies. The data privacy policy does not form part of this Plan and may be updated from time to time. Any such updates will be notified to the Executive in writing. 18.2 The Executive undertakes to comply in full with the Company’s privacy policy in force from time to time. 19. General 19.1 Any member of the Group may provide money to the Trustee or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent not prohibited by applicable law. 19.2 The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company’s capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 19.3 Any notice or other document required to be given under or in connection with the Plan may be delivered to a Participant or sent by post to him at his home address according to the records of his employing company or such other address as may appear to the Company to be appropriate, or sent to him by email. Notices sent by post shall be deemed to have been given on the day following the date of posting. Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its corporate services office at 103-105 Bath Road, Slough, Berkshire, United Kingdom, SL1 3UH (or such other place or places as the Committee may from time to time determine and notify to Participants).
EUROPE-LEGAL-292660102/2 168111-0003 1215 19.4 The Company, or where the Committee so directs any Subsidiary, shall pay the appropriate stamp duty on behalf of the Participants in respect of any transfer of Shares on the Vesting or exercise of the Awards. 19.5 Benefits under this Plan shall not be pensionable. 19.6 These rules and any contractual and non-contractual obligations arising from them shall be governed by, and construed in accordance with, the laws of England. Neither the Plan nor any Grant Letter shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Grant Letter to be drafted. 19.7 Unless specifically stated otherwise, each Participant, the Company and any other member of the Group submits to the exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with the Plan. By accepting the grant of an Award and not renouncing it, Participants are deemed to have agreed to submit to such jurisdiction.
EUROPE-LEGAL-292660102/2 168111-0003 1315 Appendix 1 US 1. General 1.1 This Appendix 1 shall apply to all US Taxpayers and the rules of the Plan and the terms of Awards held by US Taxpayers shall at all times be construed and interpreted in a manner consistent with this Appendix 1. 1.2 In the event that a Participant becomes a US Taxpayer subsequent to the Date of Grant of an Award under the Plan, then, pursuant to Rule 18 of the Plan, such Award shall immediately be deemed to be amended in a manner consistent with this Appendix 1. 1.3 In this Appendix 1, the following expressions shall have the following meanings respectively: Code means the US Internal Revenue Code of 1986, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder; US means the United States of America; US Tax means federal income taxation by the US; US Taxpayer means a Participant who is subject to US Tax at the Date of Grant, is expected to become subject to US Tax following the Date of Grant or does become subject to US Tax following the Date of Grant but prior to the date upon which any part of an Award is paid. 1.4 References to a Rule shall be to the rules of the Plan. 2. Provisions applicable to US taxpayers 2.1 A new Rule 2.9 shall be added to Rule 2 of the Plan to read in full as follows: “2.9 For the avoidance of doubt and notwithstanding any other provisions of this Rule 2 to the contrary, (a) participation in, and the grant of Awards under, the Plan to any US Taxpayer shall be at the sole discretion of the Committee and (b) no US Taxpayer shall have any unilateral right to elect to defer any compensation under the Plan.” 2.2 A new Rule 6.2 shall replace Rule 6.2 of the Plan to read in full as follows: “6.2 If, before an Award has Vested, a Participant ceases to be an employee of a member of the Group for any reason other than one mentioned in Rule 6.1, then the Participant’s Award shall continue subject to the rules of the Plan and will vest subject to and in accordance with Rule 4, save that in the event of a Participant’s death, the Award shall instead Vest at the date of death.” 2.3 A new Rule 11.5 shall be added to Rule 11 of the Plan to read in full as follows: “11.5 Notwithstanding any other provision of the Plan or individual Award agreement to the contrary, the Vesting and transfer of Shares (in the case of a Conditional Award), the Vesting and payment in cash (in the case of a Phantom
EUROPE-LEGAL-292660102/2 168111-0003 1415 Award) or the Vesting and automatic exercise (in the case of an Option) under an Award, as well as the payment of any dividend equivalent amounts, shall occur on the earliest of the following events: (a) the occurrence of an event falling within Rule 7, 8 and 9 provided that such event also constitutes a “change in control event”, within the meaning of Section 409A of the Code; (b) the last day of the Deferral Period applicable to the Award; and (c) the US Taxpayer’s death per Rule 2.2 of this Appendix 1; provided, however, that, with respect to any Award payable in, or exercisable for, Shares, in the event that any trading, dealing or other securities law restrictions would prevent the issuance or transfer of Shares on the applicable date specified above, such issuance or transfer may be delayed and made upon the lapse of all such restrictions, but in no case later than the last day of the US Taxpayer’s taxable year which includes the date specified above, or, if later, the 15th day of the third calendar month following the date specified above, so long as the US Taxpayer is not permitted, directly or indirectly, to designate the taxable year of the issuance or transfer of the Shares. 2.4 Where Shares to be delivered in respect of an Award under this Appendix 1 are delivered via the Trustee: (a) the US Taxpayer will not have any interest in those Shares until the Award has Vested (in the case of a Conditional Award) or been automatically exercised (in the case of an Option) in accordance with the rules of the Plan and the terms of this Appendix 1; and (b) the Trustee will not allocate any Shares or other trust assets in favour of the Participant until such Vest or automatic exercise.” 2.5 Where cash is to be paid in respect of an Award under this Appendix 1, the cash will not be paid by or otherwise delivered via the Trustee.” 2.6 A new Rule 21 shall be added as follows: “21. Section 409A of the United States Internal Revenue Code 21.1 Awards granted to US Taxpayers are intended to comply with, the requirements of Section 409A of the Code, and the Plan and any Award granted to a US Taxpayer shall be interpreted, operated and administered in a manner consistent with such intention. 21.2 No setoffs or deductions against any amounts owed to a US Taxpayer by the Company or any member of the Group may be made hereunder to satisfy the clawback contemplated by Rule 16.2 to the extent that such setoff or deduction would result in adverse tax consequences to a US Taxpayer under Section 409A of the Code. 21.3 Any extension of the Deferral Period pursuant to Rule 17.1 shall only be effected in a manner that complies with the rules under Section 409A of the Code governing the valid extension of a “substantial risk of forfeiture”.
EUROPE-LEGAL-292660102/2 168111-0003 1515 21.4 To the extent that any exchange of an Award occurs under Rule 7, 8 or 10 of the Plan, the terms and conditions of any New Right shall not modify the timing or schedule of payments in effect under the corresponding Old Right or otherwise result in any change to the terms and conditions applicable under the Old Right if such modification or change would result in adverse tax consequences to a US Taxpayer under Section 409A of the Code. 21.5 Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan, this Appendix 1 and any Award granted under the Plan so that the Award is exempt from, or complies with, the requirements of Section 409A of the Code; provided, however, that the Committee makes no representations that Awards granted under the Plan will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to Awards granted under the Plan.”
EUROPE-LEGAL-292660356/2 168111-0003 DC: 5974320-4 Indivior PLC U. S. Employee Stock Purchase Plan Approved by shareholders of the Company on May 12, 2016, amended by resolution of the Board of Directors on September 24, 2020, amended by resolution of the Remuneration Committee on February 14, 2023, and amended by resolution of the Remuneration Committee on September 30, 2024 533789038 Exhibit 99.5
EUROPE-LEGAL-292660356/2 168111-0003 TABLE OF CONTENTS Article I. Purpose and Effective Date 1 Article II. Definitions 1 Article III. Administration 3 Article IV. Number of Shares 4 Article V. Eligibility Requirements 4 Article VI. Enrollment 5 Article VII. Grant of Options on Enrollment 6 Article VIII. Payroll Deductions 6 Article IX. Purchase of Shares 7 Article X. Withdrawal From the Plan; Termination of Employment; Leave of Absence; 9 Article XI. Miscellaneous 10
EUROPE-LEGAL-292660356/2 168111-0003 1 DC: 5974320-4 DC: 5974320-4 ARTICLE I PURPOSE AND EFFECTIVE DATE 1.1 The purpose of the Indivior PLC U.S. Employee Stock Purchase Plan (the “Plan”) is to provide an opportunity for eligible employees to acquire a proprietary interest in Indivior PLC (the “Company”) through accumulated payroll deductions. It is the intent of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code, including any amendments or replacements of such section. The provisions of the Plan shall be construed to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code. 1.2 The Plan was initially approved by the Remuneration Committee of the Board of Indivior PLC, a company registered in England and Wales, on 19 November 2015 (the “Effective Date”). No option shall be granted under the Plan after the date as of which the Plan is terminated by the Board in accordance with Section 11.7 of the Plan. 1.3 The Plan shall be subject to approval by the shareholders of the Company within twelve months after the Effective Date. Such shareholder approval shall be obtained in the manner and to the degree required under Code Section 423 and other applicable laws. If such shareholder approval is not obtained prior to the first Purchase Date, the Plan shall be null and void and all Participants shall be deemed to have withdrawn all payroll deductions credited to their Accounts on such Purchase Date. ARTICLE II DEFINITIONS 2.1 “Account” means a recordkeeping account maintained for a Participant to which payroll deductions are credited in accordance with Article VIII of the Plan. 2.2 “Accumulation Period” means, as to the Company or a Participating Subsidiary, a period of six (6) months commencing with the first regular payroll period commencing on or after each successive January 1 and ending on each successive June 30 and a period of six (6) months commencing with the first regular payroll period commencing on or after each successive July 1 and ending on each successive December 31. The Committee may modify (including increasing or decreasing the length of time covered) or suspend Accumulation Periods at any time and from time to time. 2.3 “Administrator” means the persons or committee appointed under Section 3.1 to administer the Plan. 2.4 “Article” means an Article of this Plan. 2.5 “Base Earnings” means base salary and wages payable by the Company or a Participating Subsidiary to an Eligible Employee, prior to pre-tax deductions for contributions to qualified or non-qualified (under the Code) benefit plans or arrangements, and excluding bonuses, incentives and overtime pay but including commissions. 2.6 “Board” means the Board of Directors of the Company or a duly authorized Committee thereof. 2.7 “CDI” means a depositary interest issued through CREST representing a beneficial interest in an ordinary share in the capital of the Company. 2.8 “Code” means the Internal Revenue Code of 1986, as amended.
EUROPE-LEGAL-292660356/2 168111-0003 2 2.9 “Company” means Indivior PLC, a company registered in England and Wales. 2.10 “Cut-Off Date” means the date established by the Administrator from time to time by which enrollment forms must be received with respect to an Accumulation Period. 2.11 “DR” means a depositary receipt issued by a depositary for the Company’s affiliate shareholders (for the purposes of US federal securities laws) representing a beneficial interest in an ordinary share in the capital of the Company. 2.12 “Eligible Employee” means an Employee, including an employee on an Authorized Leave of Absence (as defined in Section 10.3), but shall exclude any executive directors unless and until the Plan is approved by ordinary resolution of the Company’s shareholders in General Meeting. 2.13 “Employee” means an individual who performs services for the Company or a Participating Subsidiary pursuant to an employment relationship described in Treasury Regulations Section 1.421-1(h) or any successor provision, or an individual who would be performing such services but for such individual’s Authorized Leave of Absence (as defined in Section 10.3). 2.14 “Enrollment Date” means the first Trading Day of an Accumulation Period beginning on or after January 1, 2016. 2.15 “Exchange Act” means the Securities Exchange Act of 1934. 2.16 “Fair Market Value” means, as of any applicable date: (a) If the security is listed on any established stock exchange and/or traded on the London Stock Exchange, the closing price of the security on any such exchange (or the mean between the bid and asked prices for the security if the security is so quoted instead) on the date of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or if no such reported sale of the security shall have occurred on such date, on the latest preceding date on which there was such a reported sale, in all cases, as reported in The Wall Street Journal or such other source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the security on the date of determination, then the Fair Market Value shall be the mean between the bid and asked prices for the security on the last preceding date for which such quotation exists. (b) In the absence of such markets for the security, the value determined by the Board in good faith in accordance with the requirements of Section 423 of the Code. 2.17 “Participant” means an Eligible Employee who has enrolled in the Plan pursuant to Article VI. A Participant shall remain a Participant until the applicable date set forth in Article X. 2.18 “Participating Subsidiary” means a Subsidiary incorporated under the laws of any state in the United States, a territory of the United States, Puerto Rico, or the District of Columbia, or such foreign Subsidiary approved under Section 3.4, which has adopted the Plan as a Participating Subsidiary by action of its board of directors and which has been designated by the Board in accordance with Section 3.4 as covered by the Plan, subject to the requirements of Section 423 of the Code except as noted in Section 3.4. 2.19 “Plan” means the Indivior PLC U.S. Employee Stock Purchase Plan, as amended from time to time. 2.20 “Purchase Date” means the specific Trading Day during an Accumulation Period on which Shares are purchased under the Plan in accordance with Article IX. For each Accumulation Period, the
EUROPE-LEGAL-292660356/2 168111-0003 3 Purchase Date shall be the last Trading Day occurring in such Accumulation Period. The Administrator may, in its discretion, designate a different Purchase Date with respect to any Accumulation Period. 2.21 “Qualified Military Leave” means an absence due to service in the uniformed services of the United States (as defined in Chapter 43 of Title 38 of the United States Code) by an individual employee of the Company or a Participating Subsidiary, provided the individual’s rights to reemployment under the Uniformed Services Employment and Reemployment Rights Act of 1994 have not expired or terminated. 2.22 “Section” means a section of this Plan, unless indicated otherwise. 2.23 “Securities Act” means the Securities Act of 1933, as amended. 2.24 “Shares” means shares, par value, of Indivior PLC or, where appropriate, (i) CDIs representing such shares, (ii) DRs representing such shares, (iii) ADRs representing such shares, and/or (iv) shares, CDIs, DRs or ADRs representing those shares, CDIs, DRs or ADRs following any reorganisation of the share capital of the Company. 2.25 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company if, as of the applicable Enrollment Date, each of the corporations other than the last corporation in the chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 2.26 “Trading Day” means a day any national exchange nominated by the Committee on which the Shares are listed for trading or, if not so listed, a day the London Stock Exchange is open for trading. ARTICLE III ADMINISTRATION 3.1 Subject to Section 11.7, the Plan shall be administered by the Board, or a duly appointed committee of the Board (“Committee”). The Committee shall consist of at least one Board member, but may additionally consist of individuals who are not members of the Board. The Committee shall serve at the pleasure of the Board. If the Board does not so appoint a Committee, the Board shall administer the Plan. Any references herein to “Administrator” are, except as the context requires otherwise, references to the Board or the Committee, as applicable. 3.2 If appointed under Section 3.1, the Committee may select one of its members as chairman and may appoint a secretary. The Committee shall make such rules and regulations for the conduct of its business as it shall deem advisable; provided, however, that all determinations of the Committee shall be made by a majority of its members. 3.3 The Administrator shall have the power, in addition to the powers set forth elsewhere in the Plan, and subject to and within the limits of the express provisions of the Plan, to construe and interpret the Plan and options granted under it; to establish, amend and revoke rules and regulations for administration of the Plan including determination of beneficiary designation requirements; to determine all questions of policy and expediency that may arise in the administration of the Plan; to allocate and delegate such of its powers as it deems desirable to facilitate the administration and operation of the Plan; and, generally, to exercise such powers and perform such acts as it deems necessary or expedient to promote the best interests of the Company. The Administrator’s determinations as to the interpretation and operation of this Plan shall be final and conclusive. 3.4 The Board may designate from time to time which Subsidiaries of the Company shall be Participating Subsidiaries. Without amending the Plan, the Board may adopt special or different rules for
EUROPE-LEGAL-292660356/2 168111-0003 4 the operation of the Plan which allow employees of any foreign Subsidiary to participate in the purposes of the Plan. In furtherance of such purposes and to the extent not inconsistent with Code Section 423, the Board may approve such modifications, procedures, rules or sub-plans as it deems necessary or desirable, including those deemed necessary or desirable to comply with any foreign laws or to realize tax benefits under foreign law. Any such different or special rules for employees of any foreign Subsidiary who are not U.S. taxpayers shall not be subject to Code Section 423 and for purposes of the Code shall be treated as separate and apart from the balance of the Plan. 3.5 This Article III relating to the administration of the Plan may be amended by the Board from time to time as may be desirable to satisfy any requirements of or under the federal securities and/ or other applicable laws of the United States, or to obtain any exemption under such laws. ARTICLE IV NUMBER OF SHARES 4.1 The number of Shares reserved under the Plan is equal to 25,000,000, subject to (a) the additional limit set forth in Section 4.2 (if applicable) and (b) adjustment as described in Section 4.3. 4.2 Subject to the Plan being approved by ordinary resolution of the shareholders of the Company in General Meeting, the nominal amount of Shares that may be authorized for issuance pursuant to the Plan shall be limited so that it does not exceed the limit set out in this Section 4.2. This limitation only applies to the issuance of new Shares or the transfer of Treasury Shares. The number of Shares that may be allocated under the Plan on any day cannot, when added to the aggregate of the number of Shares allocated in the period of 10 years ending at that time under the Plan and any other employees' share plan adopted by the Company, exceed the number of Shares that is equal to 10 per cent. of the ordinary share capital of the Company in issue at that time. The limit set out in this Section 4.2 shall not apply to any options granted on or after September 30, 2024. 4.3 In the event of any reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, acquisition of property or shares, separation, asset spin-off, stock rights offering, liquidation or other similar change in the capital structure of the Company, the Board shall make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the Shares available for purchase under the Plan in order to prevent the dilution or enlargement of a Participant’s rights under the Plan. In the event that, at a time when options are outstanding hereunder, there occurs a dissolution or liquidation of the Company, except pursuant to a transaction to which Section 424(a) of the Code applies, each option to purchase Shares shall terminate, but the Participant holding such option shall have the right to exercise his or her option prior to such termination of the option upon the dissolution or liquidation. The Company reserves the right to reduce the number of Shares which Employees may purchase pursuant to their enrollment in the Plan. 4.4 No new Shares may be issued, or treasury shares transferred, to a Participant for the purposes of the Plan, unless and until the Plan is approved by ordinary resolution of the Company’s shareholders in general meeting. 4.5 Any new Shares issued pursuant to the Plan must rank equally in all respects with other Shares then in issue except for rights which attach to Shares by reference to a record time or date prior to the time or date of issue. 4.6 The Company must apply to the UK Financial Conduct Authority to have any new Shares issued under the Plan admitted to the Official List and to the London Stock Exchange for permission to trade in those Shares. The Company need not do so, however, if the Shares are not traded on the London Stock Exchange. If the Shares are traded on any other stock exchange, the Company must also apply to have the Shares admitted to trading on that exchange.
EUROPE-LEGAL-292660356/2 168111-0003 5 ARTICLE V ELIGIBILITY REQUIREMENTS 5.1 Except as provided in Section 5.2, each individual who is an Eligible Employee of the Company or a Participating Subsidiary on the applicable Cut-Off Date shall become eligible to participate in the Plan in accordance with Article VI as of the first Enrollment Date following the date the individual becomes an Employee of the Company or a Participating Subsidiary, provided that the individual remains an Eligible Employee on the first day of the Accumulation Period associated with such Enrollment Date. Participation in the Plan is entirely voluntary. 5.2 Employees meeting any of the following restrictions are not eligible to participate in the Plan: (a) Employees who, immediately upon enrollment in the Plan or upon grant of an Option would own directly or indirectly, or hold options or rights to acquire, an aggregate of five percent (5%) or more of the total combined voting power or value of all outstanding shares of all classes of stock of the Company or any Subsidiary (and for purposes of this paragraph, the rules of Code Section 424(d) shall apply, and stock which the Employee may purchase under outstanding options shall be treated as stock owned by the Employee); (b) Employees (other than individuals on Authorized Leave of Absence (as defined in Section 10.3)) who are customarily employed by the Company or a Participating Subsidiary for not more than twenty (20) hours per week; or (c) Employees (other than individuals on Authorized Leave of Absence (as defined in Section 10.3)) who are customarily employed by the Company or a Participating Subsidiary for not more than five (5) months in any calendar year. 5.3 The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the options shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and the options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. ARTICLE VI ENROLLMENT 6.1 Eligible Employees who meet the requirements of Article V are able to enroll in the Plan on the first day of each Accumulation Period. Any Eligible Employee may consent to enrollment in the Plan for an Accumulation Period by completing and signing an enrollment form (which authorizes payroll deductions during such Accumulation Period in accordance with Section 8.1) and submitting such enrollment form to the Company or the Participating Subsidiary on or before the Cut-Off Date specified by the Administrator. Payroll deductions pursuant to the enrollment form shall be effective as of the first payroll period with a pay day after the Enrollment Date for the Accumulation Period to which the enrollment form relates, and shall continue in effect until the earliest of: (a) The end of the last payroll period with a payday in the Accumulation Period; (b) The date during the Accumulation Period as of which the Employee elects to cease his or her enrollment in accordance with Section 8.3; and
EUROPE-LEGAL-292660356/2 168111-0003 6 (c) The date during the Accumulation Period as of which the Employee withdraws from the Plan or has a termination of employment in accordance with Article X. ARTICLE VII GRANT OF OPTIONS ON ENROLLMENT 7.1 The enrollment by an Eligible Employee in the Plan as of an Enrollment Date will constitute the grant as of such Enrollment Date by the Company to such Participant of an option to purchase Shares from the Company pursuant to the Plan. 7.2 An option granted to a Participant pursuant to this Plan shall expire, if not terminated earlier for any reason, on the earliest to occur of: (a) the end of the Purchase Date with respect to the Accumulation Period in which such option was granted; (b) the completion of the purchase of Shares under the option under Article IX; or (c) the date on which participation of such Participant in the Plan terminates for any reason. 7.3 As of each Enrollment Date, except as otherwise provided below, on the Enrollment Date of each Accumulation Period, each Participant in such Accumulation Period shall automatically be granted an option to purchase on each Purchase Date during such Accumulation Period (at the applicable purchase price) up to a maximum number of Shares, subject to the terms of the Plan, equal to the quotient of ten thousand dollars ($10,000) divided by the Fair Market Value of a Share on the Enrollment Date of such Accumulation Period, subject to adjustment under Section 4.2 above. The Administrator may, in its discretion and prior to the Enrollment Date of an Accumulation Period change the maximum number of Shares that may be purchased by a Participant in such Accumulation Period or on any Purchase Date within an Accumulation Period. 7.4 Notwithstanding any other provision of this Plan, no Participant may be granted an option which permits his or her rights to purchase Shares under the Plan and any other Code Section 423 employee stock purchase plan of the Company or any of its Subsidiaries or parent companies to accrue (when the option first becomes exercisable) at a rate which exceeds twenty-five thousand dollars ($25,000) of Fair Market Value of such Shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. ARTICLE VIII PAYROLL DEDUCTIONS 8.1 An Employee who files an enrollment form pursuant to Article VI shall elect and authorize in such form to have deductions made from his or her pay on each payday he or she receives a paycheck during the Accumulation Period to which the enrollment form relates, and he or she shall designate in such form the percentage (in whole percentages) of Base Earnings to be deducted each payday during such Accumulation Period. The minimum an Employee may elect and authorize to have deducted is one percent (1%) of his or her Base Earnings paid per pay period in such Accumulation Period, and the maximum is ten percent (10%) of his or her Base Earnings paid per pay period in such Accumulation Period (or such larger or smaller percentage as the Administrator may designate from time to time). 8.2 Except as provided in the last paragraph of Section 6.1, deductions from a Participant’s Base Earnings shall commence upon the first payday on or after the commencement of the Accumulation Period, and shall continue until the date on which such authorization ceases to be effective in accordance with Article VI. The amount of each deduction made for a Participant shall be credited to the Participant’s Account. All payroll deductions received or held by the Company or a Participating Subsidiary may be, but are not required to be, used by the Company or Participating Subsidiary for any corporate purpose, and
EUROPE-LEGAL-292660356/2 168111-0003 7 the Company or Participating Subsidiary shall not be obligated to segregate such payroll deductions, but may do so at the discretion of the Board. 8.3 As of the last day of any month during an Accumulation Period, a Participant may elect to cease (but not to increase or decrease) payroll deductions made on his or her behalf for the remainder of such Accumulation Period by filing the applicable election with the Company or Participating Subsidiary in such form and manner and at such time as may be permitted by the Administrator. A Participant who has ceased payroll deductions may have the amount which was credited to his or her Account prior to such cessation applied to the purchase of Shares as of the Purchase Date, in accordance with Section 9.1, and receive the balance of the Account with respect to which the enrollment is ceased, if any, in cash. A Participant who has ceased payroll deductions may also voluntarily withdraw from the Plan pursuant to Section 10.1. Any Participant who ceases payroll deductions for an Accumulation Period may re-enroll in the Plan on the next subsequent Enrollment Date following the cessation in accordance with the provisions of Article VI. A Participant who ceases to be employed by the Company or any Participating Subsidiary will cease to be a Participant in accordance with Section 10.2. 8.4 A Participant may not make any separate or additional contributions to his Account under the Plan. Neither the Company nor any Participating Subsidiary shall make separate or additional contributions to any Participant’s Account under the Plan. ARTICLE IX PURCHASE OF SHARES 9.1 Subject to Section 9.2, any option held by the Participant which was granted under this Plan and which remains outstanding as of a Purchase Date shall be deemed to have been exercised on such Purchase Date for the purchase of the number of Shares (including partial or fractional Shares) which the funds accumulated in his or her Account as of the Purchase Date will purchase at the applicable purchase price (but not in excess of the number of Shares for which options have been granted to the Participant pursuant to Section 7.3). Any purchase of Shares will be based on the applicable currency in which the Shares are listed and traded on an established stock exchange on the Purchase Date, and any required currency conversion shall be based on the closing day exchange rates as reported in The Wall Street Journal or such other source as the Board deems reliable. No Shares will be purchased on behalf of any Participant who fails to file an enrollment form authorizing payroll deductions for an Accumulation Period. 9.2 A Participant who holds an outstanding option as of a Purchase Date shall not be deemed to have exercised such option if the Participant elected not to exercise the option by withdrawing from the Plan in accordance with Section 10.1. 9.3 Except as otherwise set forth in this Section 9.3, the purchase price for each Share purchased under any option shall be eighty-five percent (85%) of the lower of: (a) The Fair Market Value of a Share on the Enrollment Date on which such option is granted; or (b) The Fair Market Value of a Share on the Purchase Date, but, in the case of newly issued Shares, not lower than the par value of a Share. Notwithstanding the above, the Board may establish a different purchase price for each Share purchased under any option provided that such purchase price is determined at least thirty (30) days prior to the Accumulation Period for which it is applicable and provided that such purchase price may not be less than (i) the purchase price set forth above and (ii)—in the case of newly issued Shares—than the par value per Share.
EUROPE-LEGAL-292660356/2 168111-0003 8 9.4 If Shares are purchased by a Participant pursuant to Section 9.1, then such Shares shall be held in non-certificated form at a bank or other appropriate institution selected by the Administrator until the earlier of the Participant’s termination of employment or the time a Participant requests delivery of certificates representing such shares, which would only be possible if the Board resolved that share certificates shall be issued. If any law governing corporate or securities matters, or any applicable regulation of the Securities and Exchange Commission or other body having jurisdiction with respect to such matters, shall require that the Company or the Participant take any action in connection with the Shares being purchased under the option, delivery of such Shares shall be postponed until the necessary action shall have been completed, which action shall be taken by the Company at its own expense, without unreasonable delay. Shares transferred pursuant to this Section 9.4 shall be registered in the name of the Participant or, if the Participant so elects, in the names of the Participant and one or more such other persons as may be designated by the Participant in joint tenancy with rights of survivorship or in tenancy by the entireties or as spousal community property, or in such forms of trust as may be approved by the Administrator, to the extent permitted by law. 9.5 In the case of Participants employed by a Participating Subsidiary, the Board may provide for Shares to be sold through the Subsidiary to such Participants, to the extent consistent with and governed by Section 423 of the Code. 9.6 If the total number of Shares for which an option is exercised on any Purchase Date in accordance with this Article IX, when aggregated with all Shares previously granted under this Plan, exceeds the maximum number of Shares reserved in Section 4.1 (as may be adjusted pursuant to Section 4.2 or Section 4.3), the Administrator shall make a pro rata allocation of the Shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the balance of the cash amount credited to the Account of each Participant under the Plan shall be returned to him or her as promptly as administratively practical. 9.7 If a Participant or former Participant sells, transfers, or otherwise makes a disposition of Shares purchased pursuant to an option granted under the Plan within two years after the date such option is granted or within one (1) year after the Purchase Date to which such option relates, or if the Participant or former Participant otherwise has a taxable event relating to Shares purchased under the Plan, and if such Participant or former Participant is subject to U.S. federal income tax, then such Participant or former Participant shall notify the Company or Participating Subsidiary in writing of any such sale, transfer or other disposition within ten (10) days of the consummation of such sale, transfer or other disposition, and shall remit to the Company or Participating Subsidiary or authorize the Company or Participating Subsidiary to withhold from other sources such amount as the Company may determine to be necessary to satisfy any federal, state, or local tax withholding obligations of the Company or Participating Subsidiary. A Participant must reply to a written request, within ten (10) days of the receipt of such written request, from the Company, Participating Subsidiary, or Administrator regarding whether such a sale, transfer or other disposition has occurred. 9.8 The Administrator may from time to time establish rules and procedures (including but not limited to postponing delivery of Shares until the earlier of the expiration of the two (2) year or one (1) year period or the disposition of such Shares by the Participant) to cause the withholding requirements to be satisfied.
EUROPE-LEGAL-292660356/2 168111-0003 9 ARTICLE X WITHDRAWAL FROM THE PLAN; TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE; 10.1 Withdrawal from the Plan. Effective as of the last day of any calendar quarter during an Accumulation Period, a Participant may withdraw from the Plan in full (but not in part) by delivering a notice of withdrawal to the Company (in a manner prescribed by the Administrator) at least ten (10) business days prior to the end of such calendar quarter (but in no event later than the June 1 or December 1 immediately preceding the Purchase Date for the Plan’s two Accumulation Periods, respectively). Upon such withdrawal from participation in the Plan, all funds then accumulated in the Participant’s Account shall not be used to purchase Shares, but shall instead be distributed to the Participant as soon as administratively practical after the end of such calendar quarter, and the Participant’s payroll deductions shall cease as of the end of such calendar quarter. An Employee who has withdrawn during an Accumulation Period may not return funds to the Company or a Participating Subsidiary during the same Accumulation Period and require the Company or Participating Subsidiary to apply those funds to the purchase of Shares, nor may such Participant’s payroll deductions continue, in accordance with Article VI. Any Eligible Employee who has withdrawn from the Plan may, however, re-enroll in the Plan on the next subsequent Enrollment Date following withdrawal in accordance with the provisions of Article VI. 10.2 Termination of Employment. Participation in the Plan terminates immediately when a Participant ceases to be employed by the Company or any Participating Subsidiary for any reason whatsoever, including but not limited to termination of employment, whether voluntary or involuntary, or on account of death, disability, or retirement, or if the participating Subsidiary employing the Participant ceases for any reason to be a Participating Subsidiary. Participation in the Plan also terminates immediately when a Participant ceases to be an Eligible Employee under Article V or withdraws from the Plan. Upon termination of participation such terminated Participant’s outstanding options shall thereupon terminate. As soon as administratively practical after termination of participation, the Company shall pay to the Participant or legal representative all amounts accumulated in the Participant’s Account and held by the Company at the time of termination of participation, and any Participating Subsidiary shall pay to the Participant or legal representative all amounts accumulated in the Participant’s Account and held by the Participating Subsidiary at the time of termination of participation. 10.3 Leaves of Absence. (a) If a Participant takes a leave of absence (other than an Authorized Leave of Absence) without terminating employment, such Participant will be deemed to have discontinued contributions to the Plan in accordance with Section 8.3, but will remain a Participant in the Plan through the balance of the Accumulation Period in which his or her leave of absence begins, so long as such leave of absence does not exceed ninety (90) days. If a Participant takes a leave of absence (other than an Authorized Leave of Absence) without terminating employment, such Participant will be deemed to have withdrawn from the Plan in accordance with Section 10.1 if such leave of absence exceeds ninety (90) days. (b) An Employee on an Authorized Leave of Absence shall remain a Participant in the Plan and, in the case of a paid Authorized Leave of Absence, shall have deductions made under Section 8.1 from payments that would, but for the Authorized Leave of Absence, be Base Earnings. An Employee who does not return from an Authorized Leave of Absence on the scheduled date (or, in the case of Qualified Military Leave, prior to the date such individual’s reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 have expired or terminated) shall be deemed to have terminated employment on the last day of such Authorized Leave of Absence (or, in the case of Qualified Military Leave, the date such reemployment rights expire or are terminated).
EUROPE-LEGAL-292660356/2 168111-0003 10 (c) An “Authorized Leave of Absence” means (a) a Qualified Military Leave, and (b) an Employee’s absence of more than ninety (90) days which has been authorized, either pursuant to a policy of the Company or the Participating Subsidiary that employs the Employee, or pursuant to a written agreement between the employer and the Employee, which policy or written agreement guarantees the Employee’s rights to return to employment. 10.4 Exercise on change in control Unless a Participant has previously given written notice to the Company as provided in Section 10.1 (Withdrawal from the Plan), he will be deemed in any of the events specified below to have exercised automatically the Option granted to him in respect of any Accumulation Period, on the date of the event in question: (a) any person obtains Control (as defined below) of the Company as a result of making: (i) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the person making the offer (together with any person acting in concert with him) will have Control of the Company, and such condition is satisfied; or (ii) a general offer to acquire all the shares in the Company which are of the same class as the Shares over which the Options have been granted. (b) a person becomes bound or entitled to acquire Shares in the Company under Chapter 3 of Part 28 of the UK Companies Act 2006 (or equivalent legislation); (c) a court sanctions a compromise or arrangement pursuant to Section 899 of the UK Companies Act 2006 (or equivalent legislation) which is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; (d) an effective resolution for the voluntary winding-up of the Company is passed. On such date the accumulated payroll deductions in the Participant’s Account (converted at the exchange rate on the date of exercise) will be used to purchase Shares at the applicable purchase price. In no event may the savings in the Account be used to acquire more than the number of Shares over which Options were granted to the Participant pursuant to Section 7.3. Any remaining part of the Option will immediately expire. For purposes of this Section 10.4, “Control” means in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or by virtue of powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person. ARTICLE XI MISCELLANEOUS 11.1 Interest. Interest or earnings will not be paid or accrued on any Employee Accounts. 11.2 Restrictions on Transfer. The rights of a Participant under the Plan shall not be assignable or transferable by such Participant, and an option granted under the Plan may not be exercised
EUROPE-LEGAL-292660356/2 168111-0003 11 during a Participant’s lifetime other than by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 10.1. 11.3 Administrative Assistance. If the Administrator in its discretion so elects, it may retain a brokerage firm, bank, other financial institution or other appropriate agent to assist in the purchase of Shares, delivery of reports or other administrative aspects of the Plan. If the Administrator so elects, each Participant shall (unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in the account in the Participant’s name, or if the Participant so indicates in the enrollment form, in the Participant’s name together with the name of one or more other persons in joint tenancy with right of survivorship or in tenancy by the entireties or as spousal community property, or in such forms of trust as may be approved by the Administrator, to the extent permitted by law. 11.4 Costs. All costs and expenses incurred in administering the Plan shall be paid by the Company or Participating Subsidiaries, including any brokerage fees on the purchased Shares; excepting that any stamp duties, transfer taxes, fees to issue stock certificates, and any brokerage fees on the sale price applicable to participation in the Plan after the initial purchase of the Shares on the Purchase Date shall be charged to the Account or brokerage account of such Participant. 11.5 Equal Rights and Privileges. All Eligible Employees shall have equal rights and privileges with respect to the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Notwithstanding the express terms of the Plan, any provision of the Plan which is inconsistent with Section 423 or any successor provision of the Code shall without further act or amendment by the Company or the Board be reformed to comply with the requirements of Code Section 423. This Section 11.5 shall take precedence over all other provisions in the Plan. 11.6 Applicable Law. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware. 11.7 Amendment. The Board may amend or modify the Plan at any time; provided, however, that, to the extent required by any applicable listing rules, no amendment which would amend or modify to the advantage of Participants (i) the definition of Eligible Employees entitled to participate in the Plan, (ii) the maximum number of Shares reserved for sale and issuance under the Plan pursuant to Section 4.2, (iii) the number, kind and purchase price of the Shares available for purchase in order to permit the enlargement of a Participant’s rights under the Plan pursuant to Section 4.3, (iv) the maximum Fair Market Value option amount that a Participant may be granted in a calendar year under the Plan pursuant to Section 7.4, , or (v) the requirements of any securities exchange on which the Shares are traded shall be effective unless, it is approved by ordinary resolution of the shareholders of the Company in general meeting. Notwithstanding the above, the Committee may without such approval make minor amendments to benefit the administration of the Plan or to take account of changes in relevant legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company or Participating Subsidiaries. No amendment or modification of the Plan requiring stockholder approval under Code Section 423 shall be effective until such approval has been given in accordance with the requirements of Code Section 423. In addition, the Committee (if appointed under Section 3.1) may amend the Plan as provided in Section 3.3, subject to the conditions set forth therein and in this Section 11.7. 11.8 Termination. The Plan will remain in effect until the first to occur of: (i) its termination by the Board, or (ii) the expiry of ten years from the date of approval by the Company’s shareholders of the Plan.
EUROPE-LEGAL-292660356/2 168111-0003 12 11.9 If the Plan is terminated, the Board may elect to terminate all outstanding options either prior to their expiration or upon completion of the purchase of Shares on the next Purchase Date, or may elect to permit options to expire in accordance with the terms of this Plan (and participation to continue through such expiration dates). If the options are terminated prior to expiration, all funds accumulated in Participants’ Accounts as of the date the options are terminated shall be returned to the Participants as soon as administratively feasible. 11.10 No Right of Employment. Neither the grant nor the exercise of any rights to purchase Shares under this Plan nor anything in this Plan shall impose upon the Company or Participating Subsidiary any obligation to employ or continue to employ any employee. The right of the Company or Participating Subsidiary to terminate any employee shall not be diminished or affected because any rights to purchase Shares have been granted to such employee. 11.11 No Impact on Benefits. Any grant of an option to purchase Shares pursuant to the Plan shall not be considered compensation for purposes of calculating a Participant’s rights under any employee benefit or pension plan that does not specifically require the inclusion of such grant of an option to purchase Shares in calculating benefits. 11.12 Requirements of Law. The Company shall not be required to sell, issue, or deliver any Shares under this Plan if such sale, issuance, or delivery might constitute a violation by the Company or the Participant of any provision of law. Unless a registration statement under the Securities Act is in effect with respect to the Shares proposed to be delivered under the Plan, the Company shall not be required to issue such Shares if, in the opinion of the Company or its counsel, such issuance would violate the Securities Act. Regardless of whether such Shares have been registered under the Securities Act or registered or qualified under the securities laws of any state, the Company may impose restrictions upon the hypothecation or further sale or transfer of such shares if, in the judgment of the Company or its counsel, such restrictions are necessary or desirable to achieve compliance with the provisions of the Securities Act, the securities laws of any state, or any other law or are otherwise in the best interests of the Company. Any determination by the Company or its counsel in connection with any of the foregoing shall be final and binding on all parties. The Company may, but shall not be obligated to, register or qualify any securities covered by the Plan. The Company shall not be obligated to take any other affirmative action in order to cause the grant or exercise of any right or the issuance, sale, or deliver of Shares pursuant to the exercise of any right to comply with any law. 11.13 Gender. When used herein, masculine terms shall be deemed to include the feminine, except when the context indicates to the contrary. 11.14 Data Protection. The Board, the Committee, and any other person or entity empowered by the Board or the Committee to administer the Plan may process, store, transfer or disclose personal data of the Participants to the extent required for the implementation and administration of the Plan. The Board, the Committee and any other person or entity empowered by the Board or the Committee to administer the Restated Plan shall comply with any applicable data protection laws. 11.15 Withholding of Taxes. The Company or Participating Subsidiary may withhold from any purchase of Shares under this Plan or any sale, transfer or other disposition thereof any local, state, federal or foreign taxes, employment taxes, social taxes or other taxes at such times and from such other amounts as it deems appropriate. The Company or Participating Subsidiary may require the Participant to remit an amount in cash sufficient to satisfy any required withholding amounts to the Company or Participating Subsidiary, as the case may be.
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Indivior PLC
(Exact name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | | | | | | | | | | |
Type 1—Newly Registered Securities |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price
per Unit | Maximum Aggregate
Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Ordinary Shares, $0.50 nominal value per share, of Indivior PLC (“Ordinary Shares”) reserved for issuance under the Indivior 2024 Long-Term Incentive Plan | Rule 457(c) and Rule 457(h) | 8,500,000 | $8.42(2) | $71,570,000.00 | 0.0001531 | $10,957.37 |
| Equity | Ordinary Shares reserved for issuance under the Indivior Group Deferred Bonus Plan | Rule 457(c) and Rule 457(h) | 100,000 | $8.42(2) | $842,000.00 | 0.0001531 | $128.91 |
| Equity | Ordinary Shares reserved for issuance under the Indivior PLC US Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | 500,000 | $8.42(2) | $4,210,000.00 | 0.0001531 | $644.55 |
| Equity | Ordinary Shares reserved for issuance under the Indivior 2024 UK Savings Related Share Option Plan | Rule 457(c) and Rule 457(h) | 247,625 | $8.42(2) | $2,085,002.50 | 0.0001531 | $319.21 |
| Equity | Ordinary Shares reserved for issuance under the Indivior UK Savings Related Share Option Plan | Rule 457(h) | 52,375(3) | $8.42(2) | $440,997.50 | 0.0001531 | $67.52 |
| Total Offering Amounts | | | 9,400,000 | | | $79,148,000.00 | | $12,117.56 |
| Total Fee Offsets | | | | | | | $0.00 |
| Net Fee Due | | | | | | | $12,117.56 |
(1)The amount being registered includes an indeterminate number of additional Ordinary Shares that may be issued under the Plans upon any stock split, stock dividend, recapitalization or other similar transaction in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act. The price per share and aggregate offering price are calculated on the basis of $8.42 per Ordinary Share, the average of the high and low price per Ordinary Share on the Nasdaq Global Select Market on October 21, 2024.
(3)Represents 52,375 Ordinary Shares issuable upon exercise of outstanding stock options previously granted under the Indivior PLC Savings Related Share Option Plan.
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