J.P. Morgan Securities LLC



AMENDMENT

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:

23 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:

70,641

0.01%

67,191

0.01

(2) Derivatives (other than options):





(3) Options and agreements to purchase/sell:





TOTAL:

70,641

0.01%

67,191

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

700

100

100

400

400

300

2,100

3,204

400

200

100

1,828

1,400

3,604

7,496

200

4,200

400

1,100

4,500

900

11,500

300

1,500

300

250,546

100

400

200

11,500

100

200

9,000

300

100

100

9,000

341

4,848

591

24,215

1,700

2,800

2,000

2,550

7,097

210

300

1,044

161

10

186,500

50,000

50,000

25,100

341

250,000

11,500

34,954

9,000

35,000

4,047

100

100

650

200

200

8,950

50

500

100

2,600

100

7,303

40,000

11,500

246

254.3650

254.3900

254.4050

254.4100

254.4200

254.4250

254.4300

254.4301

254.4344

254.4350

254.4450

254.4490

254.4500

254.4653

254.4684

254.4750

254.4754

254.4800

254.4827

254.4851

254.4856

254.4869

254.4900

254.4927

254.4950

254.5000

254.5050

254.5100

254.5150

254.5169

254.5250

254.5400

254.5411

254.5500

254.5600

254.5700

254.5711

254.6500

254.6507

254.7757

254.8129

254.8929

254.8950

254.9000

254.9006

254.9225

255.0324

255.0367

255.0638

255.2600

255.9650

258.9400

253.6917

254.4593

254.4701

254.4869

254.5000

254.5169

254.5411

254.5711

254.8117

254.8500

254.8600

254.8700

254.8900

254.8950

254.8975

254.9000

254.9050

254.9100

254.9175

254.9200

254.9300

254.9500

255.0444

255.1368

266.3740

(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:

01 August 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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