Shire : Form 8.5 (EPT/RI) - Replacement of Shire

AMENDMENT Section (2b)

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

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

1. KEY INFORMATION

(a) Name of exempt principal trader:	Morgan Stanley & Co. International plc
(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:	Shire plc
(d) Date dealing undertaken:	10 DECEMBER 2018
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state 'N/A'	Yes - Takeda Pharmaceutical Company Limited

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

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

(a) Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
ADR	PURCHASES	53	170.4000 USD	170.4000 USD
ADR	SALES	53	170.4000 USD	170.4000 USD
5p ordinary	PURCHASES	1,541,320	45.2400 GBP	44.8050 GBP
5p ordinary	SALES	601,673	45.5380 GBP	44.8250 GBP
5p ordinary	PURCHASES	423,427	58.3871 USD	56.5201 USD
5p ordinary	SALES	159,593	57.2794 USD	56.7006 USD

(b) Cash-settled derivative transactions

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
5p ordinary	CFD	LONG	52	44.9810 GBP
5p ordinary	CFD	LONG	703	45.0052 GBP
5p ordinary	CFD	LONG	10,870	45.0092 GBP
5p ordinary	CFD	LONG	1,560	45.0092 GBP
5p ordinary	CFD	LONG	385	45.0448 GBP
5p ordinary	CFD	LONG	7,780	45.0572 GBP
5p ordinary	CFD	LONG	131	45.0708 GBP
5p ordinary	CFD	LONG	49,067	45.5380 GBP
5p ordinary	CFD	SHORT	81,532	45.0063 GBP
5p ordinary	CFD	SHORT	10,000	45.0070 GBP
5p ordinary	CFD	SHORT	117,000	45.0148 GBP
5p ordinary	CFD	SHORT	47,000	45.0174 GBP
5p ordinary	CFD	SHORT	23,000	45.0174 GBP
5p ordinary	CFD	SHORT	30,000	45.0174 GBP
5p ordinary	CFD	SHORT	107,356	45.0201 GBP
5p ordinary	CFD	SHORT	29	45.0332 GBP
5p ordinary	CFD	SHORT	1,501	45.0469 GBP
5p ordinary	CFD	SHORT	325	45.0797 GBP
5p ordinary	CFD	SHORT	56,000	45.1075 GBP
5p ordinary	CFD	SHORT	40,000	45.1075 GBP
5p ordinary	CFD	SHORT	46,000	45.1075 GBP
5p ordinary	CFD	SHORT	158,000	45.1075 GBP
5p ordinary	CFD	SHORT	36,000	45.1525 GBP
5p ordinary	CFD	SHORT	31,000	45.1525 GBP
5p ordinary	CFD	SHORT	33,000	45.1525 GBP
5p ordinary	CFD	SHORT	49,067	45.1703 GBP
5p ordinary	CFD	LONG	713,129	45.0000 GBP
5p ordinary	CFD	SHORT	1,172	44.9996 GBP
5p ordinary	CFD	SHORT	713,129	45.0000 GBP
5p ordinary	CFD	SHORT	44,400	56.5202 USD
5p ordinary	CFD	SHORT	67,000	57.5849 USD
5p ordinary	CFD	SHORT	150,000	57.8298 USD
5p ordinary	CFD	SHORT	162,027	58.3871 USD

(c) Stock-settled derivative transactions (including options)

(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	Typee.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(ii) Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A	N/A	N/A	N/A	N/A

(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)
N/A	N/A	N/A	N/A

3. 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: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state 'none'

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'

NONE

Date of disclosure:	17 DECEMBER 2018
Contact name:	Craig Horsley
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

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