Shire : Form 8.5 (EPT/RI)- Shire plc

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:	J.P. Morgan Securities 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:	Joint Financial Adviser to Takeda Pharmaceutical Company Limited
(d) Date dealing undertaken:	24 September 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 (GBP)	Lowest price per unit paid/received (GBP)
Ordinary Shares	Purchases Sales	213,041 226,567	45.5500 45.6900	44.9550 44.9516

(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
Ordinary Shares	Equity Swaps	Long Short	803 5,773 6,924 41,130 2,096 668 2,518 76 3,749 244 137 68 663 284 4,841 13,791 32,116 61 124 193 1,702 971 205 431 420 5,963 6,891 170 23,091 205 343	44.9516 GBP 44.9530 GBP 44.9548 GBP 44.9550 GBP 45.1307 GBP 45.1315 GBP 45.1392 GBP 45.1830 GBP 45.2396 GBP 45.3181 GBP 45.3309 GBP 45.3336 GBP 45.3367 GBP 45.3466 GBP 45.6900 GBP 59.3140 USD 44.9552 GBP 44.9570 GBP 45.1077 GBP 45.1298 GBP 45.1306 GBP 45.1396 GBP 45.1429 GBP 45.1473 GBP 45.1520 GBP 45.1647 GBP 45.1650 GBP 45.1689 GBP 45.2279 GBP 45.2646 GBP 45.3067 GBP

(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 (GBP)	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit (GBP)

(ii) Exercise

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

(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) (GBP)

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:	25 September 2018
Contact name:	Alwyn Basch
Telephone number:	020 7742 7407

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.