J.P. Morgan Securities LLC



FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Name of exempt principal trader:

J.P. Morgan Securities LLC

(b) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Shire Plc

(c) Name of the party to the offer with which exempt principal trader is connected:

AbbVie Inc.

(d) Date position held/dealing undertaken:

21 July 2014

(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

Yes. AbbVie Inc.

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:


Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

8,121

0.00%

54,015

0.01

(2) Derivatives (other than options):





(3) Options and agreements to purchase/sell:





TOTAL:

8,121

0.00%

54,015

0.01

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors' and other executive options)

Class of relevant security in relation to which subscription right exists:


Details, including nature of the rights concerned and relevant percentages:


If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

(USD)

ADS

Purchases

Sales

7

100

52,920

214

107

107

89

300

432

5,927

961

1,005

786

50

552

186

300

519

2,561

100

311

2,318

100

61

2,207

496

100

400

100

100

100

52,920

214

107

20,000

2

253.0100

253.0200

253.3000

253.3003

253.3303

253.4800

253.7700

253.7750

253.7795

253.7800

253.7844

253.7872

253.7896

253.7900

253.8000

253.8100

253.8200

253.9400

253.9800

253.9875

253.9900

254.0000

254.0200

254.0300

254.0314

254.0535

254.0650

254.0850

254.1000

254.1200

254.2100

253.3000

253.3003

253.3303

253.8905

254.4500

(b) Derivatives transactions (other than options)

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit





(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit









(ii) Exercising

Class of relevant security

Product description

e.g. call option

Number of securities

Exercise price per unit





(d) Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)




The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

If there are no such agreements, arrangements or understandings, state "none"

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

22 July 2014

Contact name:

Tung T Le

Telephone number:

020 7742 7272

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website atwww.thetakeoverpanel.org.uk.


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