Exhibit 4.4

PROVISIONS ATTACHING TO THE EXCHANGEABLE SHARES
OF SHIRE ACQUISITION INC.

     The Exchangeable Shares of Shire Acquisition Inc. shall have the following rights, privileges, restrictions and conditions:

ARTICLE 1
INTERPRETATION

1.1	For the purposes of these share provisions:
	“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession by another Person, directly or indirectly, of the power to direct or cause the direction of the management and policies of that first mentioned Person, whether through the ownership of voting securities, by contract or otherwise.
	“BioChem” means Shire BioChem Inc. (formerly BioChem Pharma Inc.), a corporation existing under the laws of Canada.
	“Board of Directors” means the board of directors of the Corporation.
	“Business Day” means any day on which banks are not required or authorized to close in the City of Montreal, Canada, the City of London, England and the City of New York, U.S.A.
	“CallCo” means 3829359 Canada Inc., a corporation existing under the laws of Canada and being a wholly-owned subsidiary of Shire.
	“CallCo Call Notice” has the meaning ascribed to that term in Section 6.3 of these share provisions.
	“Canadian Dollar Equivalent” means, in respect of an amount expressed in a currency other than Canadian dollars (the “Foreign Currency Amount”) at any date, the product obtained by multiplying: (a) the Foreign Currency Amount, by (b) the noon spot exchange rate on such date for such foreign currency expressed in Canadian dollars as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such spot exchange rate an such date for such foreign currency expressed in Canadian dollars as may be deemed by the Board of Directors to be appropriate for such purpose.
	“CBCA” means the Canada Business Corporations Act.
	“Circular” means the management information circular including the appendices thereto, dated September 12, 2005.

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“Common Share” means a share in the class of common shares in the capital of the Corporation.

“Corporation” means Shire Acquisition Inc. (formerly 3829341 Canada Inc.), a corporation existing under the laws of Canada and being a wholly-owned subsidiary of Shire.

“Current Market Price”means, in respect of a Shire Ordinary Share on any date, the Canadian Dollar Equivalent of the average of the closing prices of Shire Ordinary Shares during a period of 20 consecutive trading days ending not more than three trading days before such date on the LSE, or, if the Shire Ordinary Shares are not then admitted to the official list of the UKLA and to trading on they LSE, on such other stock exchange or automated quotation system on which the Shire Ordinary Shares are listed or quoted, as the case may be, as may be selected by the Board of Directors for such purpose; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of Shire Ordinary Shares during such period does not create a market which reflects the fair market value of a Shire Ordinary Share, then the Current Market Price of a Shire Ordinary Share shall be determined by the Board of Directors, in good faith and in its sole discretion, and provided further that any such selection, opinion or determination by the Board of Directors shall be conclusive and binding.

“Date of Arrangement” means the date shown on the certificate of arrangement which was issued by the Director under the CBCA and gave effect to the arrangement of BioChem under Section 192 of the CBCA.

“Dividend Amount” means the full amount of all declared and unpaid dividends on each Exchangeable Share held by a particular holder on a specified date.

“Effective Date” has the meaning ascribed to such term in the Plan of Arrangement.

“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

“Exchange Agent” means National Bank Trust at its offices at the addresses set out in the Letter of Transmittal and Election Form in its capacity as an exchange agent for the common shares of the share capital of BioChem under the Plan of Arrangement or such other trust company or other Entity that Shire may, in its reasonable discretion, choose as exchange agent.

“Exchange Date” has the meaning ascribed to that term in Section 8.3(b) of these share provisions.

“Exchangeable Share” means a share in the class of non-voting exchangeable shares in the capital of the Corporation having the rights, privileges, restrictions and conditions set forth herein.

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“Exchangeable Share Support Agreement” means the Exchangeable Share Support Agreement among Shire, CallCo and the Corporation, to be entered into in connection with the Reorganization.

“Exchangeable Share Voting Event” means any matter in respect of which holders of Exchangeable Shares are entitled to vote as shareholders of the Corporation, other than an Exempt Exchangeable Share Voting Event, and, for greater certainty, excluding any matter in respect of which holders of Exchangeable Shares are entitled to vote (or instruct the Trustee to vote) in their capacity as Beneficiaries under (and as that term is defined in) the Voting and Exchange Trust Agreement.

“Exempt Exchangeable Share Voting Event” means any matter in respect of which holders of Exchangeable Shares are entitled to vote as shareholders of the Corporation in order to approve or disapprove, as applicable, any change to, or in the rights of the holders of, the Exchangeable Shares, where the approval or disapproval, as applicable, of such change would be required to maintain the equivalence of the Exchangeable Shares and the Shire Ordinary Shares.

“Governmental Body” means any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, centre, organization, unit, body or Entity and any court or other tribunal).

“holder” means, when used with reference to any shares, options or warrants, the holders of such shares, options or warrants, respectively, shown from time to time in the register maintained by or on behalf of the applicable corporation in respect thereof.

“ITA” means Income Tax Act (Canada).

“Liquidation Amount” has the meaning ascribed to that term in Section 5.1 of these share provisions.

“Liquidation Call Purchase Price” has the meaning ascribed to that term in Section 8.1(a) of these share provisions.

“Liquidation Call Right” has the meaning ascribed to that term in Section 8.1(a)of these share provisions.

“Liquidation Date” has the meaning ascribed to that term in Section 5.1 of these share provisions.

“LSE” means the London Stock Exchange plc or its successors.

“NASDAQ” means NASDAQ National Market.

“Person” means any individual, Entity or Governmental Body.

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“Plan of Arrangement” means the plan of arrangement relating to the arrangement of BioChem under Section 192 of the CBCA, as amended, modified or supplemented from time to time in accordance with the plan and any order of the Superior Court of Québec. “Purchase Price” has the meaning ascribed to that term in Section 6.3 of these share provisions. “Redemption Call Purchase Price” has the meaning ascribed to that term in Section 8.2(a) of these share provisions. “Redemption Call Right” has the meaning ascribed to that term in Section 8.2(a) of these share provisions. “Redemption Date” means the date, if any, established by the Board of Directors for the redemption by the Corporation of all but not less than all of the outstanding Exchangeable Shares pursuant to Article 7 of these share provisions, which date shall be no earlier than the tenth anniversary of the Effective Date unless:
(a)	there are fewer than 1,000,000 Exchangeable Shares outstanding (other than Exchangeable Shares held by Shire and its Affiliates, and as such number of shares may be adjusted as deemed appropriate by the Board of Directors to give effect to any subdivision or consolidation of or share dividend on the Exchangeable Shares, any issue or distribution of rights to acquire Exchangeable Shares or securities exercisable or exchangeable for or convertible into Exchangeable Shares, any issue or distribution of other securities or rights or evidences of indebtedness or assets, or any other capital reorganization or other transaction affecting the Exchangeable Shares), in which case the Board of Directors may accelerate such redemption date to such date prior to the tenth anniversary of the Effective Date as they may determine, upon at least 60 days prior written notice to the registered holders of the Exchangeable Shares and the Trustee;
(b)	a Shire Control Transaction occurs, in which case, provided that the Board of Directors determine, in good faith and in its sole discretion, that it is not reasonably practicable to substantially replicate or modify the terms and conditions of the Exchangeable Shares in connection with such Shire Control Transaction or that the redemption of all but not less than all of the outstanding Exchangeable Shares is necessary to enable the completion of such Shire Control Transaction in accordance with its terms, the Board of Directors may accelerate such redemption date to such date prior to the tenth anniversary of the Effective Date as it may determine, upon such number of days’ prior written notice to the registered holders of the Exchangeable Shares and to Shire and CallCo and the Trustee as the Board of Directors may determine to be reasonably practicable in such circumstances;
(c)	an Exchangeable Share Voting Event is proposed and (i) the Board of Directors has determined, in good faith and in its sole discretion, that it is not reasonably practicable to accomplish the business purpose intended by the Exchangeable

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	Share Voting Event, which business purpose must be bona fide and not for the primary purpose of causing the occurrence of a Redemption Date, in any other commercially reasonable manner that does not result in an Exchangeable Share Voting Event, and (ii) the holders of the Exchangeable Shares fail to take the necessary action at a meeting or other vote of holders of Exchangeable Shares to approve or disapprove, as applicable, the Exchangeable Share Voting Event, in which case the redemption date shall be the Business Day following the day on which the holders of the Exchangeable Shares failed to take such action; or
(d)	an Exempt Exchangeable Shares Voting Event is proposed and the holders of the Exchangeable Shares fail to take the necessary action at a meeting or other vote of holders of Exchangeable Shares, to approve or disapprove, as applicable, the Exempt Exchangeable Shares Voting Event, in which case the Redemption Date shall be the Business Day following the day on which the holders of the Exchangeable Shares failed to take such action and the Board of Directors shall give such number of days’ prior written notice of such redemption to the registered holders of the Exchangeable Shares as the Board of Directors may determine to be reasonably practicable in such circumstances, provided, however, that the accidental failure or omission to give any notice of redemption under clause (a), (b), (c) or (d) above to less than 10% of such holders of Exchangeable Shares shall not affect the validity of any such redemption.
“Redemption Price” has the meaning ascribed to that term in Section 7.1 of these share provisions. “Reorganization” has the meaning ascribed to such term in the Circular . “Retracted Shares” has the meaning ascribed to that term in Section 6.1(a) of these share provisions. “Retraction Call Right” has the meaning ascribed to that term in Section 6.1(c) of these share provisions. “Retraction Date” has the meaning ascribed to that term in Section 6.1(b) of these share provisions. “Retraction Price” has the meaning ascribed to that term in Section 6.1 of these share provisions. “Retraction Request” has the meaning ascribed to that term in Section 6.1 of these share provisions. “Shire” means Shire plc, a company registered in England under registry number 5492592. “Shire ADS” means an American Depositary Shares of Shire, or where appropriate, an American Depositary Receipt of Shire, evidencing such share.

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“Shire Call Purchase Price” has the meaning ascribed to that term in Section 8.3(a) of these share provisions. “Shire Call Right” has the meaning ascribed to that term in Section 8.3(a) of these share provisions. “Shire Control Transaction” shall be deemed to have occurred if:
(a)	any person, firm or corporation acquires directly or indirectly any voting security of Shire and immediately after such acquisition, the acquirer has voting securities representing more than 50% of the total voting power of all the then outstanding voting securities of Shire on a fully-diluted basis;
(b)	the shareholders of Shire shall approve a merger, consolidation, recapitalization or reorganization of Shire, other than any such transaction which would result in the holders of outstanding voting securities of Shire immediately prior to such transaction having at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction, with the voting power of each such continuing holder relative to such other continuing holders being not altered substantially in the transaction; or
(c)	the shareholders of Shire shall approve a plan of complete liquidation of Shire or an agreement for the sale or disposition by Shire of all or a substantial portion of Shire’ assets (i.e., 66% or more in fair market value of the total assets of Shire).
“Shire Dividend Declaration Date” means the date on which the board of directors of Shire declares any dividend on the Shire Ordinary Shares. “Shire Ordinary Shares” means ordinary shares of five pence each in the capital of Shire. “Stamp Taxes” means all stamp, registration and transfer taxes and duties or their equivalents in all jurisdictions where such taxes and duties are payable as a result of any of the transactions contemplated by the Reorganization including, without limitation, United Kingdom stamp duty and stamp duty reserve tax. “Subdivision” has the meaning ascribed to that term in Section 3.2 of these share provisions. “Total Liquidation Amount” means the Liquidation Amount multiplied by the relevant number of Exchangeable Shares of a particular holder. “Total Purchase Price” means the Purchase Price multiplied by the relevant number of Retracted Shares subject to the Retraction Call Right exercised by CallCo. “Total Redemption Price” means the Redemption Price multiplied by the number of Exchangeable Shares of a particular holder subject to a redemption pursuant to Section 7.1.

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	“Total Retraction Price” means the Retraction Price multiplied by the relevant number of Retracted Share of a particular holder. “Total Shire Call Purchase Price” means the Shire Call Purchase Price multiplied by the number of Exchangeable Shares subject to the Shire Call Right exercise by Shire. “Transfer Agent” means National Bank Trust or such other Person as may from time to time be appointed by the Corporation as the registrar and transfer agent for the Exchangeable Shares. “Trustee” means Natcan Trust Company or such other trust company or other Entity that Shire may, in its reasonable discretion, choose to act as trustee under the Voting and Exchange Trust Agreement, being a corporation organized and existing under the laws of Canada and authorized to carry on the business of a trust company in all the provinces of Canada, and any successor trustee appointed under the Voting and Exchange Trust Agreement. “UKLA” means the United Kingdom Listing Authority. “Voting and Exchange Trust Agreement” means the Voting and Exchange Trust Agreement among Shire, the Corporation and the Trustee, to be entered into in connection with the Reorganization.
ARTICLE 2 RANKING OF EXCHANGEABLE SHARES
2.1	The Exchangeable Shares shall be entitled to a preference over the Common Shares and any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation, among its shareholders for the purpose of winding-up its affairs.

ARTICLE 3
DIVIDENDS

3.1	A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each Shire Dividend Declaration Date, declare a dividend on each Exchangeable Share.
	(a)	in the case of a cash dividend declared on the Shire Ordinary Shares, in an amount in cash for each Exchangeable Share in United Kingdom pounds, or the Canadian Dollar Equivalent thereof on the Shire Dividend Declaration Date, in each case, equal to the cash dividend declared on each Shire Ordinary Share multiplied by three;

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(b)	in the case of a share dividend declared on the Shire Ordinary Shares to be paid in Shire Ordinary Shares, in such number of Exchangeable Shares (with nominal paid-up capital for purposes of the ITA) for each Exchangeable Shares as is equal to the number of Shire Ordinary Shares divided by three to be paid on each Shire Ordinary Share; or
(c)	in the case of a dividend declared on the Shire Ordinary Shares in property other that cash or Shire Ordinary Shares, in such type and amount of property for each Exchangeable Share as is the same as or economically equivalent to (to be determined by the Board of Directors as contemplated by Section 3.6 hereof) the type and amount of property declared as a dividend on each Shire Ordinary Shares multiplied by three.
Such dividends shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation, as applicable.

3.2

In the case of a share dividend declared on the Shire Ordinary Shares to be paid in Shire Ordinary Shares, in lieu of declaring the share dividend contemplated by Section 3.1(b) on the Exchangeable Shares, the Board of Directors may, in good faith and in its discretion and subject to applicable law, subdivide, redivide or change (the “Subdivision”) each issued and unissued Exchangeable Share on the basis that each Exchangeable Share before the subdivision becomes a number of Exchangeable Shares as is equal to the sum of (i) three Shire Ordinary Shares and (ii) the number of Shire Ordinary Shares to be paid as a share dividend on each Shire Ordinary Shares. In making such Subdivision, the Board of Directors shall consider the effect thereof upon the then outstanding Exchangeable Shares and the general taxation consequences of the Subdivision to the holders of the Exchangeable Shares. In such instance, and notwithstanding any other provision hereof, such Subdivision shall become effective on the effective date specified in Section 3.4 hereof without any further act or formality on the part of the Board of Directors or of the holders of Exchangeable Shares. For greater certainty, subject to the applicable laws, no approval of the holders of Exchangeable Shares to an amendment to the articles of the Corporation shall be required to give effect to such subdivision.

3.3

Cheques of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends contemplated by Section 3.1(a) hereof and the sending of such a cheque to each holder of an Exchangeable Share shall satisfy the cash dividend represented thereby unless the cheque is not paid on presentation. Subject to applicable law, certificates registered in the name of the registered holder of Exchangeable Shares shall be issued or transferred in respect of any share dividends contemplated by Section 3.1(b) hereof or the Subdivision of Exchangeable Shares contemplated by Section 3.2 hereof and the sending of such a certificate to each holder of an Exchangeable Shares shall satisfy the share dividend represented thereby. Such other type and amount of property in respect of any dividends contemplated by Section 3.1(c) hereof shall be issued, distributed or transferred by the Corporation in such manner as it shall determine and the issuance,

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	distribution or transfer thereof by the Corporation to each holder of an Exchangeable Shares shall satisfy the dividend represented thereby. No holder of an Exchangeable Share shall be entitled to recover by action or other legal process against the Corporation any dividend that is represented by a cheque that has not been duly presented to the Corporation’s bankers for payment or that otherwise remains unclaimed for a period of six years from the date on which such dividend was payable.
3.4	The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of and the payment date for, any dividend declared on the Exchangeable Shares under Section 3.1 hereof shall be the same dates as the record date and payment date, respectively, for the corresponding dividend declared on the Shire Ordinary Shares. The record date for the determination of the holder of Exchangeable Shares entitled to receive Exchangeable Shares in connection with any Subdivision of Exchangeable Shares under Section 3.2 hereof and the effective date of such Subdivision shall be the same dates as the record date and payment date, respectively, for the corresponding share dividend declared on Shire Ordinary Shares.
3.5	If on any payment date for any dividends declared on the Exchangeable Shares under Section 3.1 hereof the dividends are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends that remain unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or property properly applicable to the payment of such dividends.
3.6	The Board of Directors shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of Sections 3.1 and 3.2 hereof, and each such determination shall be conclusive and binding on the Corporation and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:
	(a)	in the case of any share dividend or other distribution payable in Shire Ordinary Shares, the number of such shares issued in proportion to the number of Shire Ordinary Shares previously outstanding;
	(b)	in the case of the issuance or distribution of any rights, options or warrants to subscribe for of purchase Shire Ordinary Shares (or securities exercisable or exchangeable for or convertible into or carrying rights to acquire Shire Ordinary Shares), the relationship between the exercise price of each such right, option or warrant and the current market value (as determined by the Board of Directors in the manner above contemplated) of a Shire Ordinary Share;
	(c)	in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Shire of any class other than Shire Ordinary Shares, any rights, options or warrants other than those referred to in Section 3.6(b) above, any evidences of indebtedness of Shire or any assets of Shire), the relationship between the fair market value (as determined by the Board of Directors in the manner above contemplated) of such property to be

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	issued or distributed with respect to each outstanding Shire Ordinary Share and the current market value (as determined by the Board of Directors in the manner above contemplated) of a Shire Ordinary Share; and
(d)	in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Shire Ordinary Shares as a result of differences between taxation laws of Canada and the United Kingdom (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).
For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors, in good faith and in its sole discretion, and provided further that any such determination by the Board of Directors shall be conclusive and binding on the Corporation and its shareholders.

     ARTICLE 4
CERTAIN RESTRICTIONS

4.1	So long as any of the Exchangeable Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Section 10.2 of these share provisions:
	(a)	pay any dividends on the Common Shares or any other shares ranking junior to the Exchangeable Shares, other than share dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares, as the case may be;
	(b)	redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares;
	(c)	redeem or purchase any other shares of the Corporation ranking equally with or junior to the Exchangeable Shares with respect to the payment of dividends or on any distribution on liquidation; or
	(d)	issue any Exchangeable Shares or any other shares of the Corporation ranking equally with, or superior to, the Exchangeable Shares other than by way of share dividends to the holders of such Exchangeable Shares.

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The restrictions in Sections 4.1(a), 4.1(b), 4.1(c) and 4.1(d) above shall not apply if all dividends on the outstanding Exchangeable Shares corresponding to dividends declared and paid to date on the Shire Ordinary Shares shall have been declared and paid on the Exchangeable Shares.

ARTICLE 5
DISTRIBUTION ON LIQUIDATION

5.1

In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, subject to the exercise by CallCo of the Liquidation Call Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the corporation among the holders of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Liquidation Date multiplied by three, which shall be satisfied in full by the Corporation causing to be delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent), together with an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the Liquidation Date (the “Liquidation Amount”).

5.2

On or promptly after the Liquidation Date, and subject to the exercise by CallCo of the Liquidation Call Right, the Corporation shall pay or cause to be paid to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Shares upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as are required to effect a transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent or the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the Total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, on behalf of the Corporation of certificates representing Shire Ordinary Shares and/or Shire ADSs (or by effecting the necessary CREST or other electronic transfers) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the Total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld therefor). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be

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holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof other than the right to receive the Total Liquidation Amount, unless payment of the Total Liquidation Amount for such Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Total Liquidation Amount has been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the Liquidation Date to deposit or cause to be deposited the Total Liquidation Amount in respect of the Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving the Total Liquidation Amount (in each case less any amounts withheld on account of tax required to be deducted and withheld, therefrom) for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the Total Liquidation Amount, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Shire Ordinary Shares and/or Shire ADSs delivered to them or the custodian on their behalf.

5.3

After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to Section 5.1 of these share provisions, such holders shall not be entitled to share in any further distribution of the assets of the Corporation.

ARTICLE 6
RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

6.1 A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by CallCo of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Corporation to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Retraction Date multiplied by three, which shall be satisfied in full by the Corporation causing to be delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent) for each Exchangeable Share presented and surrendered by the holder, together with, on the payment date therefor, an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the Retraction Date (the “Retraction Price”). To effect such redemption, the holder shall present and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation redeem, together with such other documents and instruments as are required to effect a transfer of Exchangeable Shares under the CBCA and the by- laws of the Corporation and such additional documents and instruments as the Transfer

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Agent or the Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Corporation:
(a)	specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted Shares”) redeemed by the Corporation;
(b)	stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided that the Retraction Date shall be not less than 10 Business Days nor more than 15 Business Days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such Business Day is specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 15th Business Day after the date on which the Retraction Request is received by the Corporation; and
(c)	acknowledging the overriding right (the “Retraction Call Right”) of CallCo to purchase all but not less than all the Retracted Shares directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to CallCo in accordance with the Retraction Call Right on the terms and conditions set out in Section 6.3 below.

6.2

Subject to the exercise by CallCo of the Retraction Call Right and to Section 6.8, upon receipt by the Corporation or the Transfer Agent in the manner specified in Section 6.1 hereof of a certificate or certificates representing the number of Exchangeable Shares which the holder desires to have the Corporation redeem, together with a Retraction Request and such other documents and instruments as are required to effect a transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent or the Corporation may reasonably require, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Total Retraction Price with respect to such shares, provided that all declared and unpaid dividends for which the record date has occurred prior to the Retraction Date shall be paid on the payment date for such dividends. If only a part of the Exchangeable Shares represented by any certificate is redeemed (or purchased by CallCo pursuant to the Retraction Call Right), a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.

6.3

Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify CallCo thereof and provide to CallCo a copy of the Retraction Request. In order to exercise the Retraction Call Right, CallCo must notify the Corporation of its determination to do so (the “CallCo Call Notice”) within 5 Business Days of notification to CallCo by the Corporation of the receipt by the Corporation of the Retraction Request. If CallCo does not so notify the Corporation within such five Business Day period, the Corporation will notify the holder as soon as possible thereafter that CallCo will not exercise the Retraction Call Right. If CallCo delivers the

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CallCo Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Retraction Request shall thereupon be considered only to be an offer by the holder to sell the Retracted Shares to CallCo in accordance with the Retraction Call Right. In such event, the Corporation shall not redeem the Retracted Shares and CallCo shall purchase from such holder and such holder shall sell to CallCo on the Retraction Date the Retracted Shares for a purchase price (the “Purchase Price”) per share equal to the Retraction Price per share which shall be satisfied in full by CallCo causing to be delivered to such holder three Shire Ordinary Shares or one Shire ADS (at the option of the holder as indicated to the Transfer Agent) for each Exchangeable Share presented and surrendered by the holder, plus, on the designated payment date therefor, to the extent not paid by the Corporation on the designated payment date therefor, an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the Retraction Date. For the purposes of completing a purchase pursuant to the Retraction Call Right, CallCo shall deposit with the Transfer Agent, on or before the Retraction Date, certificates representing Shire Ordinary Shares and/or Shire ADSs and a cheque or cheques of CallCo payable at par at any branch of the bankers of CallCo representing the aggregate Dividend Amount on any dividend record date which occurred prior to the Retraction Date, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that CallCo has complied with the immediately preceding sentence, the closing of the purchase and sale of the Retracted Shares pursuant to the Retraction Call Right shall be deemed to have occurred as at the close of business on the Retraction Date and, for greater certainty, no redemption by the Corporation of such Retracted Shares shall take place on the Retraction Date. In the event that CallCo does not deliver a CallCo Call Notice within such five Business Day period, and provided that the Retraction Request is not revoked by the holder in the manner specified in Section 6.7, the Corporation shall redeem the Retracted Shares on the Retraction Date and in the manner otherwise contemplated in this Article 6.

6.4

The Corporation or CallCo, as the case may be, shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of the Corporation for the Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares, certificates representing the Shire Ordinary Shares (or effect the necessary CREST or other electronic transfers) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance and shall be admitted to the official list of the UKLA and to trading an the LSE) and/or Shire ADSs (which securities shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance and shall be quoted on NASDAQ) registered in the name of the holder or in such other name as the holder may request, and, if applicable and on or before the payment date therefor, a cheque payable at par at any branch of the bankers of the Corporation or CallCo, as applicable, representing the aggregate Dividend Amount on any dividend record date which occurred prior to the Retraction Date in payment of the Total Retraction Price or the Total Purchase Price, as the case may be, in each case, less

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	any amounts withheld on account of tax required to be deducted and withheld therefrom, and such delivery of such certificates (or necessary CREST or other electronic transfers) and cheques on behalf of the Corporation or by CallCo, as the case may be, or by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the Total Retraction Price or Total Purchase Price, as the case may be, to the extent that the same is represented by such share certificates (or necessary CREST or other electronic transfers) and cheques (plus any tax deducted and withheld therefrom and remitted to de proper tax authority).
6.5	On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the Total Retraction Price or Total Purchase Price, as the case may be, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Total Retraction Price or the Total Purchase Price, as the case may be, shall not be made as provided in Section 6.4, in which case the rights of such holder shall remain unaffected until the Total Retraction Price or the Total Purchase Price, as the case maybe, has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of the Total Retraction Price or the Total Purchase Price, as the case may be, has been made in accordance with the foregoing provisions, the holder of the Retracted Shaves so redeemed by the Corporation or purchased by CallCo shall thereafter be considered and deemed for all purposes to be a holder of the Shire Ordinary Shares and/or Shire ADSs delivered to it.
6.6	Notwithstanding any other provision of this Article 6, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law. If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on such date, and provided that CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent of the maximum number that may be so redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions and shall notify the holder at least 2 Business Days prior to the Retraction Date as to the number of Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, the Corporation shall redeem the maximum number of Exchangeable Shares which the Board of Directors determine the Corporation is, on the Retraction Date, permitted to redeem, which shall be selected as nearly as may be pro rata (rounded up to a whole number of shares) in proportion to the total number of Exchangeable Shares tendered for retraction by each holder thereof and the Corporation shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted Shares not redeemed by the Corporation pursuant to Section 6.2 hereof. Provided that the Retraction Request is not revoked by the holder in the manner

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	specified in Section 6.7, the holder of any such Retracted Shares not redeemed by the Corporation pursuant to Section 6.2 of these share provisions as a result of solvency requirements or other provisions of applicable law shall be deemed by giving the Retraction Request to have instructed the Trustee to require Shire to purchase such Retracted Stares from such holder on the Retraction Date or as soon as practicable thereafter on payment by to such holder of the Purchase Price for each such Retracted Share, all as more specifically provided in the Voting and Exchange Trust Agreement.
6.7	A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request, in which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to CallCo shall be deemed to have been revoked.
6.8	Notwithstanding any other provisions of this Article 6, if:
	(a)	the exercise of the rights of the holders of the Exchangeable Shares, or any of them, to require the Corporation to redeem any Exchangeable Stares pursuant to this Article 6 on any Retraction Date would require the approval (whether or not after the issue of listing particulars or any similar document) of the UKLA to the listing of, or the approval of the LSE to the trading of, the Shire Ordinary Shares that would be required to be delivered to such holders of Exchangeable Shares in connection with the exercise of such rights; and
	(b)	it would not be practicable (notwithstanding the reasonable endeavours of Shire) to obtain such approvals in time to enable all or any of such Shire Ordinary Shares to be admitted to listing by the UKLA or admitted to trading by the LSE by the time they would otherwise be required to be delivered,
	that Retraction Date shall, notwithstanding any other date specified or otherwise deemed to be specified in any relevant Retraction Request, be deemed for all purposes to be the earlier of (i) the second Business Day immediately following the date the approvals referred to in Section 6.8(a) are obtained, and (ii) the date which is 30 Business Days after the date on which the relevant Retraction Request is received by the Corporation, and references in these share provisions to such Retraction Date shall be construed accordingly.

ARTICLE 7
REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

7.1 Subject to applicable law, and provided CallCo has not exercised the Redemption Call Right, the Corporation shall on the Redemption Date redeem all but not less than all of the then outstanding Exchangeable Shares for an amount per share equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Redemption Date multiplied by three, which shall be satisfied in full by the Corporation causing to be delivered to each holder of Exchangeable Shares three Shire Ordinary Shares

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	admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted an NASDAQ (at the option of the holder as indicated to the Transfer Agent) for each Exchangeable Share held by such holder, together with an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the Redemption Date (the “Redemption Price”).
7.2	In any case of a redemption of Exchangeable Shares under this Article 7, the Corporation shall, at least 60 days before the Redemption Date (other than a Redemption Date established in connection with a Shire Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event), send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Corporation or the purchase by CallCo under the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder; provided that if the notice period of 60 days would expire after the date that would, but for such 60-day period, be established as the Redemption Date, then the Redemption Date will be deferred until the notice period of 60 days has passed. In the case of a Redemption Date established in connection with a Shire Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, the written notice of redemption by the Corporation or the purchase by CallCo under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors of the Corporation to be reasonably practicable in the circumstances. In any such case, such notice shall set out the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Redemption Date and, if applicable, particulars of the Redemption Call Right.
7.3	On or after the Redemption Date and subject to the exercise by CallCo of the Redemption Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share, together with an additional amount equivalent to the Dividend on any dividend record date which occurred prior to the Redemption Date, upon presentation and surrender at the registered office of the Corporation or at any office of the Transfer Agent or the Corporation as may be specified by the Corporation in such notice of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent, Shire or the Corporation may reasonably require. Payment of the Total Redemption Price for such Exchangeable Shares, together with payment of such dividends, shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the Corporation or by holding for pick- up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice, on behalf of the Corporation of certificates representing Shire Ordinary Shares and/or Shire ADSs (or effecting the necessary CREST or other electronic transfer) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) and, if applicable, a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in payment of any such dividends, in each case, less any amounts withheld on account of tax required to be deducted and withheld

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therefrom. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive the Total Redemption Price and any such dividends, unless payment of the Total Redemption Price and any such dividends for such Exchangeable Shares shall not be made upon presentation and surrender of certificates in accordance with the foregoing provisions, in which case the rights of the holders shall remain unaffected until the Total Redemption Price and any such dividends have been paid in the manner hereinbefore provided. The Corporation shall have the right at any time after the sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the Total Redemption Price for, and the full amount of such dividends on (except as provided in the preceding sentence), the Exchangeable Shares so called for redemption, or of such of the said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, in a custodial account with any chartered bank or trust company in Canada named in such notice, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Upon the later of such deposit being made and the Redemption Date, the Exchangeable Shares in respect whereof such deposit shall have been made shall be redeemed and the rights of the holders thereof after such deposit or Redemption Date, as the case may be, shall be limited to receiving the Total Redemption Price and such dividends for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the foregoing provisions. Upon such payment or deposit of the Total Redemption Price and the full amount of such dividends, the holders of the Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the Shire Ordinary Shares and/or Shire ADSs delivered to them or the custodian on their behalf.

ARTICLE 8

CERTAIN RIGHTS OF CALLCO AND SHIRE HOLDINGS

TO ACQUIRE EXCHANGEABLE SHARES

8.1	Liquidation Call Right
	(a)	CallCo will have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding- up of the Corporation pursuant to Article 5 of these share provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Shire or an Affiliate of Shire) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by CallCo of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Liquidation Date multiplied by three, which will be satisfied in full by CallCo causing to be delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent), plus, to the extent not paid by the

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	Corporation, an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the date of purchase by CallCo. In the event of the exercise of the Liquidation Call Right by CallCo, each holder (other than Shire or Affiliates of Shire) shall be obligated to sell all but not less than all of the Exchangeable Shares held by such holder to CallCo on the Liquidation Date on payment by CallCo to the holder of the Liquidation Call Purchase Price for each such share, and the Corporation shall have no obligation to pay the Liquidation Amount of such shares so purchased by CallCo.
(b)	To exercise the Liquidation Call Right, CallCo must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Corporation of CallCo’s intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the Corporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallCo. If CallCo exercises the Liquidation Call Right, then on the Liquidation Date CallCo will purchase and the holders (other than Shire or Affiliates of Shire) will sell all but not less than all of the Exchangeable Shares held by such holders for a price per share equal to the Liquidation Call Purchase Price.
(c)	For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, CallCo will deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of Shire Ordinary Shares and/or Shire ADSs deliverable by CallCo (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at par at any branch of the bankers of CallCo representing the aggregate Dividend Amount on any dividend record date which occurred prior to the date of purchase by CallCo in payment of the Total Liquidation Amount, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that CallCo has complied with the immediately preceding sentence, on and after the Liquidation Date, the rights of each holder of Exchangeable Shares will be limited to receiving the Total Liquidation Amount payable by CallCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder will on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the Shire Ordinary Shares and/or Shire ADSs to which it is entitled, unless payment of the Total Liquidation Amount for the Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the provisions of this Section 8.1(c), in which case the rights of the holders shall remain unaffected until the Total Liquidation Amount has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of

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		Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates will be entitled to receive in exchange therefor, and the Transfer Agent on behalf of CallCo will deliver to such holder as soon as reasonably practicable, certificates representing the Shire Ordinary Shares and/or Shire ADSs to which the holder is entitled (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at par at any branch of the bankers of CallCo in payment of the Dividend Amount on any dividend record date which occurred prior to the date of purchase by CallCo, and when received by the Transfer Agent, all dividends and other distributions with respect to such Shire Ordinary Shares and/or Shire ADSs with a record date after the Liquidation Date and before the date of the transfer of such Shire Ordinary Shares and/or Shire ADSs to such holder, less any amounts withheld on account of tax required to be deducted and withheld therefrom. If CallCo does not exercise the Liquidation Call Right in the manner described above on the Liquidation Date, the holders of the Exchangeable Shares (other than Shire or Affiliates of Shire) will be entitled to receive in exchange therefor the Liquidation Amount of such shares pursuant to Article 5 of these share provisions.
8.2	Redemption Call Right
	(a)	CallCo will have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Article 7 of these share provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Shire or an Affiliate of Shire) on the Redemption Date all but not less than all of the Exchangeable Shares held by each such holder on payment by CallCo to each holder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Redemption Date multiplied by three, which will be satisfied in full by CallCo causing to be delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent), plus the Dividend Amount on any dividend record date which occurred prior to the Redemption Date. In the event of the exercise of the Redemption Call Right by CallCo, each holder (other than Shire or Affiliates of Shire) will be obligated to sell all but not less than all the Exchangeable Shares held by such holder to CallCo on the Redemption Date on payment by CallCo to the holder of the Redemption Call Purchase Price for each such share, and the Corporation will have no obligation to redeem such shares so purchased by CallCo.
	(b)	To exercise the Redemption Call Right, CallCo must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Corporation of CallCo’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Shire Control

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Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case CallCo will so notify the Transfer Agent and the Corporation on or before the Redemption Date. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not CallCo has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by CallCo. If CallCo exercises the Redemption Call Right, on the Redemption Date, CallCo will purchase and the holders (other than Shire or Affiliates of Shire) will sell all but not less than all of the Exchangeable Shares held by such holders for a price per share equal to the Redemption Call Purchase Price.

(c)

For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, CallCo will deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date, certificates representing the aggregate number of Shire Ordinary Shares and/or Shire ADSs deliverable by CallCo (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at par at any branch of the bankers of CallCo representing the aggregate Dividend Amount on any dividend record date which occurred prior to the Redemption Date in payment of the total Redemption Call Purchase Price, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that CallCo has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares (other than Shire or Affiliates of Shire) will be limited to receiving the Total Redemption Price payable by CallCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder will on and after the Redemption Date be considered and deemed for all purposes to be the holder of the Shire Ordinary Shares and/or Shire ADSs to which it is entitled, unless payment of the Total Redemption Price for the Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the provisions of this Section 8.2(c), in which case the rights of the holders shall remain unaffected until the Total Redemption Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates will be entitled to receive in exchange therefor, and the Transfer Agent on behalf of CallCo will deliver to such holder as soon as practicable, certificates representing the Shire Ordinary Shares and/or Shire ADSs to which the holder is entitled (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at par at any branch of the bankers of CallCo in payment of the Dividend Amount on any dividend record date which occurred prior to the Redemption Date, less any amounts withheld on account of tax required to be deducted and withheld therefrom. If CallCo does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of

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		the Exchangeable Shares (other than Shire or Affiliates of Shire) will be entitled to receive in exchange therefor the Redemption Price of such Shares pursuant to Article 7 of these share provisions.
8.3	Shire Call Right
	(a)	Shire will have the right (the “Shire Call Right”) to purchase, or to cause CallCo to purchase, from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Shire or an Affiliate of Shire) on the Exchange Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Shire or CallCo, as the case may be, of an amount per share (the “Shire Call Purchase Price”) equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Exchange Date multiplied by three, which will be satisfied in full by Shire delivering or causing to be delivered, or CallCo causing to be delivered, to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent), plus, to the extent not paid by the Corporation, an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the date of purchase by Shire or CallCo pursuant to the Shire Call Right. In the event of the exercise of the Shire Call Right by Shire, each holder (other than Shire or Affiliates of Shire) shall be obligated to sell all but not less than all of the Exchangeable Shares held by such holder to Shire or CallCo, as the case may be, on the Exchange Date on payment by Shire or CallCo, as the case may be, to the holder of the Shire Call Purchase Price for each such share.
	(b)	To exercise the Shire Call Right, (i) Shire must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Corporation of Shire’ intention to exercise such right at least 45 days before the Business Day on which the purchase of such Exchangeable Shares shall occur (the “Exchange Date”) and such notice shall specify whether Shire or CallCo will effect such purchase, and (ii) Shire must deliver to the Transfer Agent and to the Trustee an opinion in writing signed by Canadian counsel to Shire (which counsel shall be satisfactory to the Trustee) stating that since the Date of Arrangement there has been a change enacted to the ITA and other applicable provincial income tax legislation to the effect that, and based thereon such opinion shall confirm that, the sale by Canadian Resident holders of Exchangeable Shares to Shire or CallCo, as the case may be, pursuant to the Shire Call Right will qualify as a tax deferred transaction for purposes of the ITA and other applicable provincial income tax legislation for holders of Exchangeable Shares. The Transfer Agent will notify the holders of Exchangeable Shares that the Shire Call Right has been exercised by Shire. If Shire exercises the Shire Call Right, then on the Exchange Date Shire or CallCo, as the case may be, will purchase and the holders (other than Shire or Affiliates of Shire) will sell all but not less than all of the Exchangeable Shares held by such holders for a price per share equal to the Shire Call Purchase Price.

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(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Shire Call Right, Shire will deposit with the Transfer Agent, on or before the Exchange Date, certificates representing the aggregate number of Shire Ordinary Shares and/or Shire ADSs deliverable by Shire or CallCo, as the case may be, (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of Shire or CallCo, as the case may be, payable at par at any branch of the bankers of Shire or CallCo, as the case may be, representing the aggregate Dividend Amount on any dividend record date which occurred prior to the date of purchase by Shire or CallCo pursuant to the Shire Call Right in payment of the Total Shire Call Purchase Price, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that Shire or CallCo, as the case may be, has complied with the immediately preceding sentence, on and after the Exchange Date, the rights of each holder of Exchangeable Shares will be limited to receiving the Total Shire Call Purchase Price upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder will on and after the Exchange Date be considered and deemed for all purposes to be the holder of the Shire Ordinary Shares and/or Shire ADSs to which it is entitled, unless payment of the Total Shire Call Purchase Price for the Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the provisions of this Section 8.3(c), in which case the rights of the holders shall remain unaffected until the Total Shire Call Purchase Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other docu- ments and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates will be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Shire or CallCo, as the case may be, will deliver to such holder, certificates representing the Shire Ordinary Shares and/or Shire ADSs to which the holder is entitled (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of Shire or CallCo, as the case may be, payable at par at any branch of the bankers of Shire or CallCo, as the case may be, in payment of the Dividend Amount on any dividend record date which occurred prior to the date of purchase by Shire or CallCo pursuant to the Shire Call Right and when received by the Transfer Agent, all dividends and other distributions with respect to such Shire Ordinary Shares and/or Shire ADSs with a record date after the Exchange Date and before the date of the transfer of such Shire Ordinary Shares and/or Shire ADSs to such holder, less any amounts withheld on account of tax required to be deducted and withheld therefrom.

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ARTICLE 9
VOTING RIGHTS

9.1 Except as required by applicable law and by Article 11 hereof the holders of the Exchangeable Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation or to vote at any such meeting.

ARTICLE 10
AMENDMENT AND APPROVAL

10.1

The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the Exchangeable Shares given as hereinafter specified.

10.2

Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or consent of the holders of the Exchangeable Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by not less than two-thirds of the votes cast on such resolution at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares at that time are present or represented by proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, than the meeting shall be adjourned to such date not less than 5 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of the holders of the Exchangeable Shares.

ARTICLE 11
RECIPROCAL CHANGES, ETC. IN RESPECT OF SHIRE HOLDINGS ORDINARY SHARES

11.1	Each holder of an Exchangeable Share acknowledges that the Exchangeable Share Support Agreement provides, in part, that Shire will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions:
	(a)	issue or distribute Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Shire Ordinary Shares) to the holders of all or substantially all of the then outstanding Shire Ordinary Shares by way of share dividend or other distribution, other than an issue of Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying

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	rights to acquire Shire Ordinary Shares) to holders of Shire Ordinary Shares who exercise an option to receive dividends in Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Shire Ordinary Shares) in lieu of receiving cash dividends;
(b)	issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Shire Ordinary Shares entitling them to subscribe for or to purchase Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Shire Ordinary Shares); or
(c)	issue or distribute to the holders of all or substantially all of the then outstanding Shire Ordinary Shares:
	(i)	shares or securities of Shire of any class other than Shire Ordinary Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Shire Ordinary Shares);
	(ii)	rights, options or warrants other than those referred to in Section 11.1(b) above.
	(iii)	evidences of indebtedness of Shire; or
	(iv)	assets of Shire,
unless the economic equivalent on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares.

11.2	Each holder of an Exchangeable Share acknowledges that the Exchangeable Share Support Agreement further provides, in part, that Shire will not without the prior approval of the Corporation and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions:
	(a)	subdivide, redivide or change the then outstanding Shire Ordinary Shares into a greater number of Shire Ordinary Shares;
	(b)	reduce, combine, consolidate or change the then outstanding Shire Ordinary Shares into a lesser number of Shire Ordinary Shares; or
	(c)	reclassify or otherwise change the Shire Ordinary Shares or effect an amalgamation, merger, reorganization or ether transaction affecting the Shire Ordinary Shares,
	unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares. The Exchangeable Share Support Agreement further provides, in part, that the aforesaid provisions of the Exchangeable Share Support Agreement shall not be changed without the approval of

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the holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions.

ARTICLE 12
ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

12.1	The Corporation will take all such actions and do all such things as shall be necessary or advisable to perform and comply with and to ensure performance and compliance by Shire, CallCo and the Corporation with all provisions of the Exchangeable Share Support Agreement applicable to Shire, CallCo and the Corporation, respectively, in accordance with the terms thereof including, without limitation, taking all such actions and doing all such things as shall be necessary or advisable to enforce to the fullest extent possible for the direct benefit of the Corporation all rights and benefits in favour of the Corporation under or pursuant to such agreement.
12.2	The Corporation shall not propose, agree to or otherwise give effect to any amendment to, or waiver or forgiveness of its rights or obligations under, the Exchangeable Share Support Agreement without the approval of the holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions other than such amendments, waivers and/or forgiveness as may be necessary or advisable for the purposes of:
	(a)	adding to the covenants of the other parties to such agreement for the protection of the Corporation or the holders of the Exchangeable Shares thereunder,
	(b)	making such provisions or modifications not inconsistent with such agreement as may be necessary or desirable with respect to matters or questions arising thereunder which, in the good faith opinion of the Board of Directors, it may be expedient to make, provided that the Board of Directors shall be of the good faith opinion, after consultation with counsel, that such provisions and modifications will not be prejudicial to the interests of the holders of the Exchangeable Shares; or
	(c)	making such changes in or corrections to such agreement which, on the advice of counsel to the Corporation, are required far the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained therein, provided that the Board of Directors shall be of the good faith opinion, after consultation with counsel, that such changes or corrections will not be prejudicial to the interests of the holders of the Exchangeable Shares.

     ARTICLE 13
LEGEND; CALL RIGHTS

13.1 The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors, with respect to the Exchangeable Share Support Agreement, and the Voting and Exchange Trust Agreement

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(including the provisions with respect to the voting rights, exchange right and automatic exchange thereunder).

13.2

Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, in each case, in favour of CallCo, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares, as the case may be, and the Shire Call Right in favour of Shire and to be bound thereby in favour of CallCo or Shire, as the case may be, as therein provided.

ARTICLE 14
NOTICES

14.1	Any notice, request of other communication to be given to the Corporation by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by telecopy or by delivery to the registered office of the Corporation and addressed to the attention of the President. Any such notice, request or other communication, if given by mail, telecopy or delivery, shall only be deemed to have been given and received upon actual receipt thereof by the Corporation.
14.2	Any presentation and surrender by a holder of Exchangeable Shares to the Corporation or the Transfer Agent of certificates representing Exchangeable Shares in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares shall be made by registered mail (postage prepaid) or by delivery to the registered office of the Corporation or to such office of the Transfer Agent as may be specified by the Corporation, in each case, addressed to the attention of the President of the Corporation. Any such presentation and surrender of certificates shall only be deemed to have been made and to be effective upon actual receipt thereof by the Corporation or the Transfer Agent, as the case may be. Any such presentation and surrender of certificates made by registered mail shall be at the sole risk of the holder mailing the same.
14.3	Any notice, request or other communication to be given to a holder of Exchangeable Shares by or on behalf of the Corporation shall be in writing and shall be valid and effective if given by mail (postage prepaid) or by delivery to the address of the holder recorded in the securities register of the Corporation or, in the event of the address of any such holder not being so recorded, than at the last known address of such holder. Any such notice, request or other communication, if given by mail, shall be deemed to have been given and received on the third Business Day following the date of mailing and, if given by delivery, shall be deemed to have been given and received on the date of delivery. Accidental failure or omission to give any notice, request or other communication to one or more holders of Exchangeable Shares shall not invalidate or otherwise alter or affect any action or proceeding to be taken by the Corporation pursuant thereto.

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14.4

If the Corporation determines that mail service is or is threatened to be interrupted at the time when the Corporation is required or elects to give any notice to the holders of Exchangeable Shares hereunder, the Corporation shall, notwithstanding the provisions hereof give such notice by means of publication in The Globe and Mail, national edition, or any other English language daily newspaper or newspapers of general circulation in Canada and in a French language daily newspaper of general circulation in the Province of Québec, once in each of two successive weeks, and notice so published shall be deemed to have been given on the latest date on which the first publication has taken place.

If, by reason of any actual or threatened interruption of mail service due to strike, look-out or otherwise, any notice to be given to the Corporation would be unlikely to reach its destination in a timely manner, such notice shall be valid and effective only if delivered personally to the Corporation in accordance with Section 14.1 or 14.2, as the case may be.

     ARTICLE 15
WITHHOLDING RIGHTS

15.1 The Corporation, CallCo, Shire and the Exchange Agent will be entitled to deduct and withhold from any dividend or consideration otherwise payable to any holder of Exchangeable Shares, such amounts as the Corporation, CallCo, Shire or the Exchange Agent is required to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986, the United Kingdom tax laws or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts will be tested for all purposes hereof as having been paid to the holder of the Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate tax authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, the Corporation, CallCo, Shire and the Exchange Agent are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Corporation, CallCo, Shire or the Exchange Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and the Corporation, CallCo, Shire or the Exchange Agent will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale. The Corporation shall not be entitled to withhold amounts on dividends payable to holders of Exchangeable Shares pursuant to the United States Internal Revenue Code of 1986 unless it has received an opinion from counsel stating that such withholding is required under the Internal Revenue Code of 1986.

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ARTICLE 16
STAMP TAX

16.1	(a)	Notwithstanding any other provision herein but subject to Section 16.1(b) below, holders of Exchangeable Shares or Persons to whom Exchangeable Shares are issued or transferred (in each case other than Shire, its Affiliates, the Transfer Agent or the Exchange Agent) shall be responsible for any and all Stamp Taxes payable in connection with the transfer, exchange, redemption or issuance of such shares or their exchange for Shire Ordinary Shares or Shire ADSs and, subject to Section 16.1(b) below, transferees of Shire Ordinary Sharers or Shire ADSs or Persons to whom Shire Ordinary Shares or Shire ADSs are issued (in each one other than Shire, its Affiliates, the Transfer Agent or the Exchange Agent) shall be responsible for any and all Stamp Taxes payable in connection with the transfer or issuance of such securities. In no event, subject to Section 16.1(b) below, will Shire, its Affiliates, the Transfer Agent or the Exchange Agent be responsible for any Stamp Taxes and Shire, its Affiliates, the Transfer Agent and/or the Exchange Agent shall make such regulations and arrangements as we necessary to ensure that such holders, such transferees and such Persons pay all such applicable Stamp Taxes.
	(b)	Shire shall be responsible for (i) any United Kingdom stamp duty and stamp duty reserve tax payable on the issue or transfer of Shire Ordinary Shares to a depository or do a nominee or agent for a depository pursuant to these share provisions, (ii) any United Kingdom stamp duty reserve tax that arises in respect of the transfer of Exchangeable Shares in exchange for Shire ADSs and/or Shire Ordinary Shares (an “Exchange”), (iii) any United Kingdom stamp duty that Shire or any of its Affiliates requires to be paid on an Exchange, and (iv) any United Kingdom stamp duty payable on an issue of Exchangeable Shares pursuant to these share provisions.