Equiniti Financial Services Limited Dealing Facility Terms and Conditions
Risk warning: The price and value of investments and any income from them can go down as well as up.
Past performance is no guide to future performance.
It is entirely your decision whether or not to conduct a transaction using this service.
To understand more about how Equiniti uses and safeguards your data, please refer to the Privacy Notice at
https:\\privacy.equiniti.com or contact Equiniti on 0333 207 5962.

Definitions‘Company’ means Takeda Pharmaceutical Company Limitedassessing suitability. If you are in any doubt about using thefacility, you should consult a professional adviser.

‘Dealing Facility’ means the dealing facility referred to in the
Scheme, such dealing facility to be offered pursuant to these
Dealing Facility Terms and Conditions

2.
The facility is provided by Equiniti, which is authorised
and regulated by the FCA of 12 Endeavour Square, London
E20 1JN (under reference 468631). The main business of
Equiniti is investment and general insurance services. Ourregistered office is in the United Kingdom at Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA. Registeredin England and Wales, number 6208699.

‘Dealing Facility Sales Process Cut-Off Date’ means each of:(i) the date which is the seventh business day after the
Effective Date; (ii) the date which is every two weeks after thedate set out in (i); and (iii) the date falling three months after
the Effective Date (as defined in the Scheme Document)‘EEA’ means the European Economic Area as at the date ofthese Dealing Facility Terms and Conditions‘Election Return Time’ means 6.00 p.m. (London time) on thedate falling two calendar days before the date on which the
Scheme Record Time (as defined below) falls, being thelatest time for lodging a Form of Election‘Equiniti’ means Equiniti Financial Services Limited‘FCA’ means Financial Conduct Authority‘FCA Rules’ means the rules made by the FCA as amended
from time to time
‘Full Unit’ means 100 Shares in the Company‘Nomura’ means Nomura Bank (Luxembourg) S.A. and/or
Nomura Securities, Co., Limited‘Part Unit’ represents amounts of 1-99 Shares inclusive in the
Company‘Scheme Record Time’ means 6.00 p.m. (London time) on thecalendar day following the date of the Court Sanction Hearing(as defined in the Scheme Document)‘Shares’ means shares of common stock of no par value in
the Company received under the Scheme‘Shire’ means ‘Shire plc’‘We, our, us’ means Equiniti‘You, yours’ means the person(s) named on
accompanying WHITE Certificated Form of Election.

theUnless the context otherwise requires, the definitions used in
the Scheme Document also apply to these Dealing Facility
Terms and Conditions.
These Dealing Facility Terms and Conditions should be readin conjunction with the accompanying scheme document
dated 12 November 2018 (the ‘Scheme Document’)containing the full terms and conditions of the scheme ofarrangement proposed to be made between Shire and the
Scheme Shareholders (as defined in the Scheme Document)
to implement the acquisition of Shire by the Company (the‘Scheme’).
The Facility
1.
This facility is provided on an execution-only basis. In
other words, we will carry out your instructions but we do notgive any kind of investment or tax advice, nor advise you on
the merits of any particular transaction. In particular, we will
not assess the suitability of transactions conducted for you orservices provided to you under these Dealing Facility Terms
and Conditions and you do not benefit from the FCA Rules on

3.
You can only use the Dealing Facility for selling Shares
if you: (i) hold 200 or fewer ordinary shares in Shire incertificated form as at the Scheme Record Time, and have aregistered address in the EEA, Channel Islands, Isle of Man,
Switzerland or Gibraltar as at the Scheme Record Time, and(ii) have made a valid Dealing Facility Election by completingthe Dealing Facility Election section of the WHITE
Certificated Form of Election and returning the WHITE
Certificated Form of Election to Equiniti in accordance with
the instructions printed thereon. Instructions to deal Sharesfrom any other country will not be actioned.
4.
Please read carefully through these Dealing Facility
Terms and Conditions. They describe the basis on which wewill provide the facility, and they will come into effect as soon
as you have made a valid Dealing Facility Election bycompleting and returning the WHITE Certificated Form ofElection to Equiniti in accordance with the instructions printed
thereon and Equiniti has accepted you as a customer.
5.
By returning your WHITE Certificated Form of Election
you appoint Equiniti as agent to arrange to sell your entire
holding of Shares.
The Dealing Facility can only be used to sell your entire
holding of Shares. It is not possible to elect to use the facility
in respect of only part of your holding of shares or in respectof any shares of common stock of no par value in the
Company not received under the Scheme.
6.
You must have the right to sell these Shares at the time
we place the trade. When you complete the Dealing Facility
Election section of the WHITE Certificated Form of Election
and return the WHITE Certificated Form of Election to Equiniti
in accordance with the instructions printed thereon you will be
guaranteeing that you have the right to sell the Shares freefrom any liens, charges and other third party rights. You also
authorise Equiniti to execute a transfer to give effect to thesale of those Shares.
7.
You must be 18 or over to use the Dealing Facility. We
reserve the right to refuse to accept a Dealing Facility
Election. If the Dealing Facility Election section of your
WHITE Certificated Form of Election is incomplete or
includes a mistake, we may try to contact you for clarification
or we may return your WHITE Certificated Form of Election
without carrying it out if we deem it to be invalid. We will not
be liable for any loss you suffer as a result of this clause.
Dealing Facility Elections in respect of shares which are heldin joint names must be signed by or on behalf of all such joint
holders.
8.
If you subsequently wish to withdraw or amend yourelection under the Dealing Facility, please contact Equiniti inwriting by no later than 1.00 p.m. (London Time) on theBusiness Day immediately prior to the date of the Election
Return Time in accordance with the instructions set out in the
Scheme Document. After this deadline, you will not be able tocancel your election under the Dealing Facility.
Elections under the Dealing Facility cannot be made over thephone. Shares will only be sold following the Scheme
Effective Time. The Share price may change significantly
between the time you decide to deal and the time we actuallytrade your Shares.
9.

The decision to sell Shares is your responsibility.

10. We reserve the right to extend the facility subject to theterms of the Scheme.
Share dealings
11.1 Equiniti will arrange for all valid Dealing Facility
Elections received by the Election Return Time to beaggregated and for an instruction to be transmitted to Nomura
to place trades for the aggregate whole number of Shares tobe sold pursuant to such Dealing Facility Elections on theTokyo Stock Exchange as soon as practicable following theEffective Date.
11.2 Any order shall not exceed 15% of the average daily
trading volume during the four weeks preceding the week inwhich the sales day falls.
11.3 Nomura may sell Full Units in a combined order and/or
in several orders and/or as a limit order and/or on separate
days. If this means trades are placed on different days,
completion of the trades may be delayed accordingly. If
trades of Full Units are carried out at different prices, Nomura
will combine these prices to produce an average price.
11.4 Nomura will arrange the sale of Part Units at the closing
market price on the relevant trade date. If sales of Part Units
are carried out on different days at different prices, Nomura
will combine these prices to produce an average price.
11.5 The final price for all Full Units and Part Units will be
combined to produce one average price so that all persons
who have validly elected to sell their Shares under the
Dealing Facility will benefit from the same price. This may
work to your advantage or disadvantage compared with theprice you would have obtained if the sale of your Shares had
been dealt with on its own.
11.6 Nomura will apply a sales commission fee of 0.3% of thetotal trade value. Nomura will also arrange conversion of the
net sale proceeds (after deduction of such 0.3% salescommission fee) into Sterling (GB£) at the prevailing market
rate and will apply an exchange rate conversion fee of 0.25%.
You will therefore receive the proceeds of the sale of yourShares in Sterling (GB£), net of these fees pro rata to thenumber of Shares you received pursuant to the Scheme.
11.7 Where a transaction results in you being entitled to a
fraction of a penny, we will round down where theconsideration is less than 0.5p and round up when 0.5p or
higher. When we aggregate your order with those of othercustomers and apply any rounding, there may be instances
when a small residual balance remains. Where this occurs,
you consent to us releasing any such amount to a registeredcharity of our choice, for or on your behalf. Accordingly, youagree that we will not remit that amount to you, nor hold it asclient money for you, and you shall not have a proprietaryclaim over such amount. If the relevant execution venue isclosed, we will hold over your transaction until the day it next
opens for business.
11.8 If a Scheme Shareholder completes and submits a valid
Dealing Facility Election after the Election Return Time but
prior to the date falling three months after the Effective Date,the relevant Shares will be sold through the Dealing Facility
as soon as possible after the next Dealing Facility Sales

Process Cut-Off Date falling after the valid submission of the
Dealing Facility Election.
Trade Settlement Policy
12. Following execution, we will, by close of business on thefollowing Business Day, issue you with a confirmation whichsets out key details of the transaction such as where andwhen the trade was placed, the price obtained and theintended settlement date. The settlement date is the date wehave agreed with Nomura to complete the transaction.
Whilst we will notify you of the intended settlement date on
our trade confirmation, it is possible that actual settlement
may not occur due to circumstances outside of our control,e.g. if the Shares you have requested us to sell are notaccepted by and paid for by Nomura.
On settlement, our customer records will be updated toconfirm your entitlement to the cash. Nomura will arrange forthe conversion of the net sale proceeds and round down to
the nearest whole penny from Japanese Yen (JPY) to Sterling(GB£) at the prevailing interbank market spot rate. This will be
the exchange rate available at the time for immediate
settlement. Once Equiniti is in receipt of cleared funds from
Nomura a cheque for the net proceeds will then be sent toyou in Sterling (GB£).
Where the transaction(s) results in you being entitled to a
fraction of a penny, the treatment by Equiniti may result in us
making a gain, in which case you consent to us releasing any
such amount to a registered charity of our choice, for or on
your behalf. Accordingly, you agree that we will not remit thatamount to you, nor hold it as client money for you, and you
shall not have a proprietary claim over such amount. We will
make cheques payable to the registered holder(s). We cannot
accept an instruction to make them payable to anyone else
unless the registered holder is deceased. In these cases only,
we will accept signed instructions from the registeredrepresentatives to make the cheque payable to solicitors or
executor(s)/administrator(s). You should keep all transaction
advices for tax purposes.
Communications
13. The language of any agreements and transactions
between you and us under these Dealing Facility Terms andConditions will be English. We will always communicate withyou in English.
Please address all letters, instructions, notices and otherdocuments for us to: Equiniti, Aspect House, Spencer Road,
Lancing, West Sussex, BN99 6DA United Kingdom
14. If you have a complaint of any kind, please let us know.
We will do our utmost to sort it out. You can put yourcomplaint in writing to us at: Complaint Resolution, Equiniti,
PO Box 4608, Worthing, West Sussex BN99 6NZ United
Kingdom or email us at concerns@equiniti.com or call us on
0371 384 2030. Lines are open 8.30am to 5.30pm Monday to
Friday UK time.
If we cannot resolve the issue between us, you may – if you
are eligible – ask the independent Financial Ombudsman
Service to review your complaint. Our leaflet ‘What will
happen if you complain’ has more details about ourcomplaints procedure. You’re welcome to ask us for a copy at
any time.
We are a member of the Financial Services Compensation
Scheme, set up under the Financial Services and Markets Act
2000. If we cannot meet our obligations, you may be entitled
to compensation from the Financial Services Compensation
Scheme. This will depend on the type of agreement you havewith us and the circumstances of the claim. Most types ofclaims for FCA regulated business are covered for 100% of
the first £50,000 per person. This limit applies to all assets

held by Equiniti. The maximum compensation is £50,000 perperson. For more details about the Financial Services
Compensation Scheme•

call the helpline on 0800 678 1100 or 0207 741 4100•

go to its website at www.fscs.org.uk•

write to FSCS, 10th Floor, Beaufort House, 15 St Botolph
Street, London EC3A 7QU, United Kingdom

Other terms and conditions
15. Making an election under the Dealing Facility may alter
your personal tax position. Also, the levels and bases oftaxation can change. To be sure you understand all thepossible tax implications, you should consult a qualified tax
adviser. Your tax treatment will depend on your own personal
circumstances.
16. This agreement is only for the benefit of you and us. It
will not give any benefits to, nor be enforceable by, any third
party.
17. In order to comply with UK money laundering
regulations, we may need to confirm your identity. To help us
do this, we may••

make a search with a credit reference agency, which willkeep a record of that search and will share that
information with other businesses, and/or
ask you to supply us with proof of identity.

This could lead to a delay in the execution of a sale or inpaying you the proceeds of a sale, or not being able toexecute the sale at all.
In any of these circumstances, we will not be responsible forany resulting loss.

20. We will be entitled to keep any gains made in theprocess of correcting mistaken Share deals, which would
include buying or selling Shares at the prevailing market pricewithout an instruction from you.
21. We will send any documents, at your risk, by post to
your registered address. Neither we nor the Company will be
responsible for any document before it reaches us or after wehave sent it to you.
Our policy on conflicts of interest
22. It is possible we will carry out transactions or otherbusiness with you, or for you, that could involve a conflict inour duty towards you.
For instance, we or an associate might have a materialinterest in the transaction, or a business relationship withanother party to it.
To deal with such situations, we follow a strict policy:•

we take all reasonable steps to identify and manage any
potential or actual conflicts of interest that might arise,•

if we are unable, in a particular set of circumstances, torule out the risk that you could be disadvantaged, we will
wherever possible explain the potential conflict ofinterest to you beforehand.

You’re welcome to call and ask us for a printed copy of ourpolicy concerning possible conflicts of interest. At the time of
the issue of this document no material conflicts of interest
were identified which could not be managed in accordancewith the process explained above.
Nothing in these Dealing Facility Terms and Conditions will
prevent us carrying out services for others.

18. We will not be responsible for

23. All cash balances will be held by us as client money
under the FCA Rules and as follows:•

any indirect, special or consequential loss (including
direct or indirect loss of profit), however caused, nor••

any loss connected to the timing of a transaction unless
it results from the fraud, wilful default, negligence or abreach of the Conduct of Business Sourcebook or the
Client Assets Sourcebook in the FCA Rules, on our part,or on the part of our employees or agents.

We will deposit the cash with a bank, or other financial
institution, that is either regulated within the UK to holdclient money or is regulated in another EEA country to
hold deposits and permissions extend to offering these
services within the UK.

•

The bank will hold the cash on our behalf in an accountseparate to any account used to hold money belonging
to us in our own right.

•

We will not, however, be responsible for any acts oromissions of the bank.

•

If the bank becomes insolvent, we will have a claim on
behalf of our clients against the bank. If, however, thebank cannot repay all of its creditors, any shortfall may
have to be shared pro rata between them.

•

You will not be paid interest on cash balances. We will
also keep any interest earned or any equivalent fee thatthe bank in question pays us.

•

If, for any reason, a payment we send to you under these
Dealing Facility Terms and Conditions does not reachyou, we will continue to hold the cash as client money forsix years. If, during those six years, there has been no
movement on your balance, we may write to you at yourlast known address at any time after the end of the six
years to say that if we do not hear from you within thenext 28 days, we will no longer treat the cash as clientmoney and pay to a charity of our choice. Even if we dostop holding the cash as client money, we will still makegood any valid claim you may have to the cash.

•

If we are holding cash (whether as client money or not)we may withdraw the cash and apply it towards paying
any fees, charges, and other sums due to us.

This in no way excludes or limits any obligations we owe you
as our customer under the FCA Rules or the Financial
Services and Markets Act 2000.
The amount of our liability for any claim you make (other thanfor fraud or a breach of the Conduct of Business Sourcebook
or the Client Assets Sourcebook in the FCA Rules) will be no
more than the difference between what you actually paid or
received, and what you should have paid or received if we
had carried out your election under the Dealing Facility inaccordance with these Dealing Facility Terms and Conditions.
19. We will not be responsible for any delays, losses, costs,
damages or expenses you suffer in the event of a ‘force
majeure’ – meaning any failure, interruption or delay in theperformance of our obligations as a result of•industrial action,•

the malfunction or failure of any telecoms or computer
service,•the failure of third parties to carry out their obligations,•the activities of government or international authorities,
including changes in law or regulations,•or any other event or circumstance not within our
reasonable control provided, where relevant, that wehave complied with the FCA Rules on business
continuity. If this type of situation arises, however, we will
remedy the situation as soon as reasonably possible.

•

If in the course of settling a transaction, the movement offunds as part of the transaction which may be through acommercial settlement system on a “delivery versus
payment” basis and for a period of time (normally lessthan one business day, but not exceeding three businessdays) will not be treated as client money.

•

The FCA has given us permission to deposit some of ourclient monies with banks under unbreakable term
deposit arrangements of up to 95 days which representsa change to the current maximum deposit term of 30days set under the FCA Rules. In the unlikely event of
any issues experienced by us or any of our banks which
requires a return of any client money to you, you should
be aware there may be a delay in the funds being
distributed to you as a result of these extended deposit
terms being applied. This change does not in any way
affect your ability to withdraw funds from your account or
undertake any transactions under normal conditions.

24. You will be classified for the purposes of the FCA Rules
as a retail client. If, however, you would otherwise be aneligible counterparty or a professional client, you may notnecessarily have the rights of a retail client under the
Financial Services Compensation Scheme. For more
information on complaints/compensation, please seeparagraph 14 of these Dealing Facility Terms and Conditions.
25. These Dealing Facility Terms and Conditions aregoverned by English law. You agree that any disputes relating
to this agreement may only be dealt with by the courts ofEngland and Wales.
26. In accepting these Dealing Facility Terms andConditions you agree that we may transfer our obligations
under these Dealing Facility Terms and Conditions to any
other company, if that other company writes to you andundertakes to carry out all our duties and obligations underthese Dealing Facility Terms and Conditions. If it does so, youagree that we will be released from all those duties andobligations that such company has undertaken to carry out.
We shall satisfy ourselves that any such company iscompetent to carry out those functions and duties transferredand is regulated to do so by the FCA, if such regulation isrequired. As part of transferring our rights and obligations toa third party, we may transfer all of the cash, investments andinformation we hold under these Dealing Facility Terms andConditions to the third party or its nominee. Where funds areheld by us as client money, the third party will continue to holdthis as client money.
Alternative Formats
To request these Dealing Facility Terms and Conditions in analternative format, for example Braille, large print or audio
tape, please contact us on:
UK Helpline: 0371 384 2030
International Helpline: +44 121 415 7047
A text phone service is also available on:
UK: 0371 384 2255
International: +44 121 415 7028
Lines are open from 8.30am to 5.30pm (UK time) Monday to
Friday excluding public holidays in England and Wales.

Equiniti Financial Services Limited is part of the Equiniti group of companies and whose registered offices are Aspect House, Spencer Road, Lancing,West Sussex BN99 6DA. Investment and general insurance services are provided through Equiniti Financial Services Limited, which is registered inEngland and Wales with No. 6208699 and is authorised and regulated by the UK Financial Conduct Authority No. 468631.
sterling 171705