FORM 8.3 PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE Rule 8.3 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Identity of the person whose positions/ Pentwater Capital Management dealings are being disclosed: LP (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient (c) Name of offeror/offeree in relation to AbbVie Inc. whose relevant securities this form relates: Use a separate form for each offeror/offeree (d) If an exempt fund manager connected with N/A an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: July 28, 2014 (f) Has the discloser previously disclosed, or Yes - Shire Plc are they today disclosing, under the Code in respect of any other party to this offer? 2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE (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: Common shares of USD 0.01 par value Interests Short positions Number % Number % (1) Relevant 5,681,447 0.36% securities owned and/ or controlled: (2) Derivatives (other than options): (3) Options and 250,000 .02% 900,000 0.05% agreements to purchase/sell: TOTAL: 250,000 .02% 6,581,447 0.41% 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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (a) Purchases and sales Class of relevant Purchase/sale Number of Price per unit security securities Common Short sale 109,600 53.80 USD (b) Derivatives transactions (other than options) Class of Product Nature of dealing Number of Price per relevant description reference unit security e.g. opening/closing a securities e.g. CFD long/short position, increasing/reducing a long/short position (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying Class of Product Writing, Number of Exercise Type Expiry Option relevant description purchasing, securities price date money security e.g. call selling, to which per unit e.g. paid/ option varying option American, received etc. relates European per unit etc. Common Call option purchasing 50,000 55.00 American 16 Aug 0.45 14 (ii) Exercising Class of relevant Product Number of Exercise price per security description securities unit e.g. call option (d) Other dealings (including subscribing for new securities) Class of relevant Nature of dealing Details Price per unit security (if applicable) e.g. subscription, conversion 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(c), 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 person 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 person 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? YES Date of disclosure: July 29, 2014 Contact name: Neal Nenadovic Telephone number: 312-589-6405 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 monitoring@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 at www.thetakeoverpanel.org.uk. SUPPLEMENTAL FORM 8 (OPEN POSITIONS) DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC. Note 5(i) on Rule 8 of the Takeover Code (the "Code") 1. KEY INFORMATION Identity of person whose open positions are Pentwater Capital Management being disclosed: LP Name of offeror/offeree in relation to whose AbbVie Inc relevant securities the disclosure relates: 2. OPTIONS AND DERIVATIVES Class of Product Written or Number of s Exercise Type Expiry relevant description purchased ecurities price per date security e.g. call to which unit e.g. option option or American, derivative European relates etc. Common Call option Written 230,000 55.00 American 16 Aug 14 Common Put option Written 350,000 52.50 American 16 Aug 14 Common Call option Written 20,000 57.50 American 16 Aug 14 Common Put option Purchased 550,000 50.00 American 17 Jan 15 Full details should be given so that the nature of the interest or position can be fully understood: It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences ("CFDs") or spread bets. The currency of all prices and other monetary amounts should be stated. 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.