Form 8 (OPD) AbbVie Inc.

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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(c), copy table 3 for each additional class of relevant security.

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

3.1 AbbVie Directors

3.2 AbbVie Directors' Stock Options and Units

Richard A. Gonzalez holds the following stock options:

The AbbVie directors listed below hold the following Restricted Stock Units:

The AbbVie directors listed below hold the following Stock Equivalent Units:

3.3 The AbbVie Foundation6 holds the following shares of common stock:

3.4 The AbbVie Savings Plan (401(k)) and the AbbVie Puerto Rico Savings Plan (401(k)) held the following shares of common stock as at 13 June 20147:

3.5 Advisers' non-exempt interests8

Fiduciary position of J.P. Morgan Trust Company of Delaware

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

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

(c) Attachments

Are any Supplemental Forms attached?

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 at [email protected]. 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 at www.thetakeoverpanel.org.uk.

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1 Includes shares of AbbVie common stock held by the directors and, to their knowledge after inquiry, their close relatives (whether directly or in trust).

2 At the close of business on 2 July 2014, AbbVie had 1,591,910,310 shares of AbbVie common stock in issue and admitted to trading on the New York Stock Exchange under the International Securities Identification Number (ISIN) US00287Y1091, excluding shares of common stock held in treasury.

3AbbVie employee stock options, including vested and unvested options. When vested, the holder is entitled to purchase one share of AbbVie common stock at a price per share equal to the closing market price of AbbVie stock on the grant date.

4Restricted stock units are awarded under the AbbVie 2013 Incentive Stock Program (the "Program"). Participants will be paid, on a one-for-one basis, in shares of AbbVie common stock on the earlier of the date of the director's separation from service, death, or the occurrence of a change in control (as defined in the Program).

5Stock equivalent units represent director fees credited to a stock equivalent unit account established by the director and paid, in cash, generally at age 65 or upon retirement from the board. The stock equivalent units earn the same return as if the fees were invested in AbbVie stock.

6 The AbbVie Foundation is a separate legal entity which is tax-exempt under section 501(c)(3) of the United States Internal Revenue Code and formed for charitable related purposes. The assets of the AbbVie Foundation are managed by its board of directors.

7 If a US plan participant does not direct the voting of their shares, the investment committee has the authority to direct the voting for those shares. In the Puerto Rico plan, the investment committee directs the voting for all participants, unless the matter to be voted on could materially affect the interests of the participants in which case votes are solicited from the participants. However, in both the US and Puerto Rico plans, only the participants may determine whether to tender in a tender offer.

8 The information in section 3.5 was provided to AbbVie by J.P. Morgan Limited

Additional Information

This document is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. Subject to future developments, AbbVie may file a registration statement and/or tender offer documents with the SEC in connection with a combination. Holders of Shire and/or AbbVie shares should read those filings, and any other filings made by AbbVie with the SEC in connection with the combination, as they will contain important information. Those documents, if and when filed, as well as AbbVie's other public filings with the SEC may be obtained without charge at the SEC's website at www.sec.gov and at AbbVie's website at www.abbvieinvestor.com.