| 1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) |
| a) | Name | Bill Mordan |
| 2. | Reason for the notification |
| a) | Position / status | General Counsel and Company Secretary - PDMR |
| b) | Initial notification / amendment | Initial notification |
| 3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor |
| a) | Name | Shire plc |
| b) | LEI | 54930005LQRLI2UXRQ59 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Receipt of ADSs following the vesting of Performance Stock Units (“PSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In accordance with:
(i) the Co-Operation Agreement between the Company and Takeda Pharmaceutical Company Limited dated May 8, 2018, and the rules of the LTIP:
a. 100% of the PSUs vested pursuant to applicable performance conditions;
b. vesting of the PSUs was accelerated relative to the normal vesting date; and
(ii) the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the PSUs from the award date to the date of vesting. (Details of related disposal of ADSs are referenced in section 5. below.) |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 0 | 8,853 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | N/A |
| 5. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Automated disposal of ADSs in relation to the vesting of PSUs referenced in section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the PSUs. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 169.6625 | 3,983 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | NASDAQ |
| 1. | Details of the person discharging managerial responsibilities (“PDMR”) / person closely associated with them (“PCA”) |
| a) | Name | Joanne Cordeiro |
| 2. | Reason for the notification |
| a) | Position / status | Chief Human Resources Officer – PDMR |
| b) | Initial notification / amendment | Initial notification |
| 3. | Details of the issuer, emission allowance participant, auction platform, auctioneer or auction monitor |
| a) | Name | Shire plc |
| b) | LEI | 54930005LQRLI2UXRQ59 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Receipt of ADSs following the vesting of Performance Stock Units (“PSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on May 1, 2018. In accordance with:
(i) the Co-Operation Agreement between the Company and Takeda Pharmaceutical Company Limited dated May 8, 2018, and the rules of the LTIP:
a. 100% of the PSUs vested pursuant to applicable performance conditions;
b. vesting of the PSUs was accelerated relative to the normal vesting date; and
(ii) the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the PSUs from the award date to the date of vesting.
(Details of related disposal of ADSs are referenced in section 5. below.) |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 0 | 12,050 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | N/A |
| 5. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Automated disposal of ADSs in relation to the vesting of PSUs referenced in section 4. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the PSUs. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 169.6625 | 5,420 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | NASDAQ |
| 6. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Receipt of ADSs following the vesting of Performance Stock Units (“PSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In accordance with:
(i) the Co-Operation Agreement between the Company and Takeda Pharmaceutical Company Limited dated May 8, 2018, and the rules of the LTIP:
a. 100% of the PSUs vested pursuant to applicable performance conditions;
b. vesting of the PSUs was accelerated relative to the normal vesting date; and (ii) the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the PSUs from the award date to the date of vesting.
(Details of related disposal of ADSs are referenced in section 7. below.) |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 0 | 494 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | N/A |
| 7. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Automated disposal of ADSs in relation to the vesting of PSUs referenced in section 6. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the PSUs. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 169.6625 | 224 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | NASDAQ |
| 8. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Receipt of ADSs following the vesting of Restricted Stock Units (“RSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on August 24, 2017. In accordance with:
(i) the Co-Operation Agreement between the Company and Takeda Pharmaceutical Company Limited dated May 8, 2018, and the rules of the LTIP, vesting of the RSUs was accelerated relative to the normal vesting date; and (ii) the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting.
(Details of related disposal of ADSs are referenced in section 9. below.) |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 0 | 1,410 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | N/A |
| 9. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 8. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 169.6625 | 633 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | NASDAQ |
| 10. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Receipt of ADSs following the vesting of Restricted Stock Units (“RSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 28, 2017. In accordance with:
(i) the Co-Operation Agreement between the Company and Takeda Pharmaceutical Company Limited dated May 8, 2018, and the rules of the LTIP, vesting of the RSUs was accelerated relative to the normal vesting date; and (ii) the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting.
(Details of related disposal of ADSs are referenced in section 11. below.) |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 0 | 104 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | N/A |
| 11. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 10. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 169.6625 | 47 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | NASDAQ |
| 12. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Receipt of ADSs following the vesting of Restricted Stock Units (“RSUs”) awarded under the Shire Long Term Incentive Plan 2015 (“LTIP”) on February 26, 2016. In accordance with:
(i) the Co-Operation Agreement between the Company and Takeda Pharmaceutical Company Limited dated May 8, 2018, and the rules of the LTIP, vesting of the RSUs was accelerated relative to the normal vesting date; and (ii) the rules of the LTIP, upon vesting the number of ADSs to be delivered was increased by an amount equivalent to the value of dividends paid by the Company in respect of the RSUs from the award date to the date of vesting.
(Details of related disposal of ADSs are referenced in section 13. below.) |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 0 | 173 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | N/A |
| 13. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
| a) | Description of the financial instrument, type of instrument | Shire plc American Depositary Shares (“ADSs”)
|
| Identification code | ISIN: US82481R1068 |
| b) | Nature of the transaction | Automated disposal of ADSs in relation to the vesting of RSUs referenced in section 12. above. The proceeds of this disposal were used to satisfy personal tax liabilities arising from the vesting of the RSUs. |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| $ | 169.6625 | 79 |
| d) | Aggregated information
- Aggregated volume - Price | N/A (single transaction)
|
| e) | Date of the transaction | December 11, 2018 |
| f) | Place of the transaction | NASDAQ |
