Directors’ Remuneration Disclosures

Disclosure Pursuant to s430(2b) of the Companies Act 2006

Cary Claiborne – 7 March 2017

As announced previously, Cary Claiborne stepped down as Chief Financial Officer of Indivior plc (the “Company”) on 3 February 2017 and resigned from the Board on 7 March 2017. The following will apply in respect of Mr Claiborne’s employment and remuneration arrangements:

  1. For a period of 12 months from 31 January 2017, Mr Claiborne will remain an employee of the Company, subject to his existing terms of employment. During this period, Mr Claiborne will be entitled to his contractual base salary, pension contributions and certain of his normal benefits, including relocation expenses, up to £5,000 of outplacement assistance and, after termination of employment, healthcare benefits for a period of up to 6 months. Mr Claiborne’s employment will terminate on 31 January 2018.
  1. In accordance with the terms of the Annual Incentive Plan (the “AIP”), Mr Claiborne will be eligible for a FY2016 annual bonus as normal as he was employed for the full financial year. Pursuant to the AIP, for FY2017, Mr Claiborne will be eligible for a pro-rata bonus for the period of active employment, i.e. January 2017. The 2017 bonus will be subject to the satisfaction of the applicable performance conditions and will be paid at the normal time after the end of the FY2017 performance period.
  1. Mr Claiborne’s outstanding 2015 and 2016 awards under the Indivior Long-Term Incentive Plan (“LTIP”) will be treated in accordance with the rules of the LTIP as follows:a. The 2015 award of 1,056,818 shares will continue to vest in the ordinary course (March 2018), subject to the satisfaction of the applicable performance conditions. No pro-rata reduction will apply as Mr Claiborne will have been employed throughout the 2015-2017 performance period. Dividend equivalents will be payable in cash on vesting.

    b. The 2016 award of 1,126,060 shares will continue to vest in the ordinary course (February 2019), subject to the satisfaction of the applicable performance conditions and a 25/36 pro-rata reduction to reflect the period of employment as a proportion of the 2016-2018 performance period. Dividend equivalents will be payable in cash on vesting. Following vesting, any shares received will be subject to a two-year holding period applicable to LTIP awards granted to executive directors in 2016 and subsequent years.

  1. Mr Claiborne will not be eligible for an LTIP award in 2017.