SHIRE PHARMACEUTICALS GROUP PLC, PRE 14A, 2000-04-20

SHIRE PHARMACEUTICALS GROUP PLC
PRE 14A, 2000-04-20
PHARMACEUTICAL PREPARATIONS

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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

SHIRE PHARMACEUTICALS GROUP plc
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number; or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

<PAGE>

----------------------------------------------------------------------
(3) Filing Party:

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(4) Date Filed:

<PAGE>
Preliminary Copies

[LOGO]

SHIRE PHARMACEUTICALS GROUP plc
East Anton, Andover
Hampshire SP10 5RG England

, 2000

Dear Shareholder:

On behalf of the Board of Directors, I cordially invite you to attend the
Annual General Meeting of Shareholders of Shire Pharmaceuticals Group plc (the
"Company"). The Annual General Meeting will be held at on , 2000, at the offices
of West LB Panmure Limited at New Broad Street House, 35 New Broad Street,
London EC2M 1SQ, England.

The business to be conducted at the meeting is outlined in the attached
Notice of Annual General Meeting and Proxy Statement. In addition, members of
management will report on the Company's operations and answer shareholder
questions.

It is important that your shares be represented at the meeting whether or
not you plan to attend. Accordingly, we request your cooperation by promptly
signing, dating and mailing the enclosed proxy in the envelope provided for your
convenience. If you attend the meeting and wish to vote in person, you may
revoke your proxy at that time.

Sincerely,

-----------------------------
Dr. James H. Cavanaugh
Chairman of the Board

<PAGE>

SHIRE PHARMACEUTICALS GROUP plc
East Anton, Andover
Hampshire SP10 5RG England

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

, 2000

To the Shareholders of SHIRE PHARMACEUTICALS GROUP plc:

The Annual General Meeting of Shire Pharmaceuticals Group plc will be held
at the offices of West LB Panmure Limited at New Broad Street House, 35 New
Broad Street, London EC2M 1SQ England on , , 2000 11:00 A.M. at for the purposes
of considering and, if thought fit, passing the following resolutions of which
the resolutions numbered 1 to 16 will be proposed as ordinary resolutions and
the resolutions numbered 17 and 18 as special resolutions.

Ordinary Business:

Ordinary Resolutions
- --------------------

1. To receive and consider the Directors' Report and Accounts for the year
ended December 31, 1999.

2. To reappoint Arthur Andersen Chartered Accountants as Auditors and
authorize the Directors to fix their remuneration.

3. To re-elect Mr. Rolf Stahel as Director.

4. To re-elect Dr. Barry Price as Director.

5. To re-elect Dr. James Cavanaugh as Director.

6. To elect Angus Russell as Director.

7. To elect Dr. Zola Horovitz as Director.

8. To elect Ronald Nordmann as Director.

9. To elect Joseph Smith as Director.

10. To elect John Spitznagel as Director.

Special Business:

Ordinary Resolutions
- --------------------

11. To adopt, establish and approve the Shire Pharmaceuticals Group plc
2000 Executive Share Option Scheme.

12. To approve amendments to the Shire Pharmaceuticals Sharesave scheme.

13. To approve amendments to the Shire Pharmaceuticals Group plc Employee
Stock Purchase Plan.

14. To approve amendments to the Shire Pharmaceuticals Group plc Long Term
Incentive Plan.

15. To authorize the Directors to establish supplements or appendices for
the Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme, the
Shire Pharmaceuticals Sharesave Scheme, the Shire Pharmaceuticals Group plc

<PAGE>

Employee Stock Purchase Plan and the Shire Pharmaceuticals Group plc Long Term
Incentive Plan.

Special Resolutions
- -------------------

16. To authorize the Directors to allot and issue relevant securities under
Section 80 of the Companies Act 1985.

17. To authorize the Directors to disapply statutory pre-emption rights.

18. To adopt new Articles of Association.

Only those shareholders registered in the register of members of the
Company as at 6:00 p.m. on _________ (or, in the case of adjournment, as at 48
hours before the time of the adjourned meeting) shall be entitled to attend and
vote at the meeting in respect of the number of shares registered in their name
at that time.

Your vote is important. If you do not expect to be present at the meeting
and wish your ordinary shares to be voted, please sign and date the enclosed
Proxy and mail it promptly in the enclosed reply envelope addressed to
Computershare Services PLC at P.O. Box 1075, The Pavillions, Bridgewater Road,
Bristol, BS 99 3FA.

A member entitled to attend and vote may appoint one or more proxies to
attend and, on a poll, vote instead of him. A proxy need not also be a member.

By Order of the Board of Directors

----------------------------------------------
Neil C. Harris
Company Secretary

<PAGE>
Preliminary Copies

SHIRE PHARMACEUTICALS GROUP plc
East Anton, Andover
Hampshire SP10 5RG

PROXY STATEMENT FOR THE
2000 ANNUAL GENERAL MEETING OF SHAREHOLDERS
-----------------

SOLICITATION AND REVOCATION OF PROXIES

The Board of Directors of Shire Pharmaceuticals Group plc (the "Company")
is soliciting the accompanying proxy for use at the Annual General Meeting of
Shareholders (the "Meeting") to be held on __________, __________, 2000 at the
offices of West LB Panmure Limited at New Broad Street House, 35 New Broad
Street, London EC2M 1SQ England. If a proxy is received before the Meeting, as
indicated below, the shares represented by it will, on a poll, be voted unless
the proxy is revoked by written notice prior to the Meeting . If matters other
than those set forth in the accompanying Notice of Annual General Meeting are
presented at the Meeting for action, the proxy holders will vote the proxies as
they think fit. The approximate date on which a definitive proxy statement and
the accompanying proxy will first be mailed to shareholders is , 2000.

SHAREHOLDERS ENTITLED TO VOTE AND SHARES OUTSTANDING

Only shareholders of record at the close of business on [ ], 2000 will be
entitled to vote at the Meeting. On that date there were __________ Ordinary
Shares of the Company, nominal value 5p (the "Ordinary Shares") outstanding and
entitled to vote at the Annual General Meeting, of which [ ] were held in the
name of Guarantee Nominees Limited, as nominee for Morgan Guaranty Trust Company
of New York as depositary (the "Depositary") which issues Company sponsored
American Depositary Receipts ("ADRs") evidencing American Depositary Shares
which, in turn, each represent three Ordinary Shares.

Each registered holder of Ordinary Shares present in person at the Meeting
is entitled to one vote on a show of hands, and every holder present in person
or by proxy shall, upon a poll, have one vote for each Ordinary Share held by
such holder. In the event that the proxy card is executed but does not indicate
by marking a vote "FOR", "AGAINST" or "ABSTAIN" the proxy may vote or abstain at
his discretion.

A member entitled to attend and vote may appoint one or more proxies to
attend and, on a poll, vote instead of him. A proxy need not also be a member.
The appointment of a proxy will not preclude a member of the Company from
attending and voting in person at the meeting if he or she so desires.

Proxy voting cards from holders of Ordinary Shares must be received by the
Registrar not later than _________ on _________, 2000, (or not less than
forty-eight hours before any adjournment of the Meeting.)

A Deposit Agreement exists between Morgan Guaranty Trust Company and the
holders of ADRs pursuant to which holders of ADRs are entitled to instruct the
Depositary as to the exercise of voting rights pertaining to the Ordinary Shares
so represented. The Depositary has agreed it will endeavor, insofar as
practicable, to vote (in person or by delivery to the Company of a proxy) the
Ordinary Shares registered in its name in accordance with the instructions of
the ADR holders. Instructions from the ADR holders should be sent to the
Depositary so that the instructions are received by no later than the close of
business on _________, __________, 2000.

<PAGE>

Any holder of ADRs giving instructions to the Depositary has the power to
revoke the instructions by delivery of notice to the Depositary at [ ] at any
time so that the Depositary receives, by no later than the close of business on
__________, _________, 2000 duly executed instructions bearing a later date or
time than the date or time of the instructions being revoked.

The Company will, in future proxy statements, include shareholder proposals
complying with the applicable rules of the U.S. Securities and Exchange
Commission and any applicable U.S. state laws. In order for a proposal by a
shareholder to be included in the proxy statement relating to the Annual General
Meeting of shareholders to be held in 2001, that proposal must be received in
writing by the Secretary of the Company at the Company's principal executive
office no later than March 1, 2001.

The cost of soliciting proxies in the form enclosed will be borne by the
Company. In addition to the solicitation by mail, proxies may be solicited
personally, or by telephone, or by employees of the Company. The Company may
reimburse brokers, custodians, nominees, the Depositary and other recordholders
of the Company's Ordinary Shares or ADRs for their expenses in sending proxy
material to the beneficial owners of such Ordinary Shares.

Shareholders may obtain copies of the Company's Annual Report on Form 10-K
as filed with the Securities and Exchange Commission without charge by writing
to the Company at East Anton, Andover, Hampshire SP10 5RG England, attention
Company Secretary.

Resolutions 1 to 10 represent the business of the Company which is commonly
transacted at annual general meetings. Resolutions 11, 12, 13, 14 and 15 relate
to the Shire Pharmaceuticals Group plc Employees' Share Schemes. Resolutions 1
to 16 will be proposed as ordinary resolutions and the resolutions numbered 17
and 18 as special resolutions. Ordinary Resolutions require approval by a 50%
plus vote of shareholders and Special Resolutions require approval by a 75% vote
of shareholders.

RESOLUTION 1. DIRECTORS' REPORT AND ACCOUNTS

Under U.K. law, each company is required to present at a shareholders'
meeting copies of the company's audited annual financial statements, a report of
the directors and the report of the auditors on those financial statements.
Shareholders are being asked to adopt the financial statements. Adoption merely
means that the shareholders acknowledge that the financial statements have been
distributed and presented at the meeting; it does not in anyway waive or limit
any rights shareholders may have with respect to the financial statements.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RESOLUTION 1.

RESOLUTION 2. REAPPOINTMENT OF AUDITORS

The Board of Directors recommends that its appointment of the firm of
Arthur Andersen as the auditors of the Company for the fiscal year ended
December 31, 2000, be approved and that the Board be given the authority to
determine their remuneration. Arthur Andersen has served as the Company's
independent auditors since January, 1994. The Company is advised that no member
of Arthur Andersen has any direct financial interest or material indirect
financial interest in the Company or any of its subsidiaries or, during the past
three years, has had any connection with the Company or any of its subsidiaries
in the capacity of promoter, underwriter, voting trustee, director, officer or
employee. A representative of such firm is expected to be present at the
meeting, will be available to answer questions and will be afforded an
opportunity to make a statement if he or she so desires.

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<PAGE>

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
APPOINTMENT OF ARTHUR ANDERSEN AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
YEAR 2000.

RESOLUTIONS 3 TO 10. ELECTION AND RE-ELECTION OF DIRECTORS

The Company currently has ten Directors

The Articles of Association of the Company provide that one-third of the
Directors who are subject to retirement by rotation, or if their number is not
three or a multiple of three, then the number nearest to but not exceeding
one-third shall retire at the Meeting. The Directors to retire by rotation at
the Meeting include, so far as necessary to obtain the number required, first, a
director who wishes to retire and not offer himself for reappointment, and,
second, those directors who have been longest in office since their last
appointment or reappointment.

In accordance with the Articles of Association, Rolf Stahel and Dr. Barry
Price retire by rotation and offer themselves for re-election. Angus Russell who
was appointed Group Finance Director on December 13, 1999, Dr. Zola Horovitz who
was appointed a non-executive Director on December 23, 1999, Ronald Nordmann who
was appointed a non-executive Director on December 23, 1999, Joseph Smith who
was appointed a non-executive Director on December 23, 1999 and John Spitznagel
who was appointed a non-executive Director on December 23, 1999 offer themselves
for election. In addition, Dr. James Cavanaugh who was last appointed on March
24, 1997 offers himself for re-election in accordance with the Combined Code in
order that his term of office does not exceed three years.

Information With Respect to Nominees

The following information sets forth the name and age of each nominee, all
other positions or offices, if any, now held by him with the Company and his
principal occupation during the past five years.

Dr. James Cavanaugh, 62, joined the Board on March 24, 1997 and was
appointed as Non-executive Chairman with effect from May 11, 1999. Dr. Cavanaugh
is the President of HealthCare Ventures LLC. Formerly he was President of
SmithKline & French Laboratories, the U.S. pharmaceutical division of SmithKline
Beecham Corporation. Prior to that, he was President of SmithKline Beecham
Corporation's clinical laboratory business and, before that, President of
Allergan International. Prior to his industry experience, Dr. Cavanaugh served
as Deputy Assistant to the President of the U.S. for Health Affairs on the White
House Staff in Washington, D.C. He is a Non-executive Director of MedImmune,
Inc. and LeukoSite, Inc.

Rolf Stahel, 55, joined the Group in March 1994 as Chief Executive from
Wellcome plc where he worked for 27 years. From April 1990 until February 1994,
he served as Director of Group Marketing reporting to the Chief Executive. A
business studies graduate of KSL Lucerne, Switzerland, he attended the 97th
Advanced Managers Program at Harvard Business School.

Angus Russell, 43, joined Shire in December 1999 as Group Finance Director,
previously he worked for ICI, Zeneca and Astra Zeneca for a total of 19 years.
Mr. Russell is a chartered accountant, having qualified with Coopers & Lybrand
and is a member of the Association of Corporate Treasurers. His last position
was Vice President-Corporate Finance at Astra Zeneca PLC.

Dr. Barry Price, 56, joined the Board on January 24, 1996 having spent 28
years with Glaxo holding a succession of key executive positions with Glaxo
Group Research. He is a non-executive Director of Celltech Chiroscience plc

-3-
<PAGE>

and Chairman of Antisoma plc. Dr. Price is Chairman of the Remuneration
Committee.

Dr. Zola Horovitz, 65, has served as a non-executive Director since
December 1999. Dr. Horovitz has been self-employed as a consultant in the
biotechnology and pharmaceutical industries since 1994. Previously he held
various positions at Squibb Corporation and its successor corporation,
Bristol-Myers Squibb & Co., including that of Vice President, Business
Development and Planning.

Ronald Nordmann, 58, joined as a non-executive director in December 1999
and has been a financial analyst in healthcare equities since 1971. From
September 1994 until January 2000, he was a portfolio manager and partner at
Deerfield Management.

Joseph Smith, 61, has served as a non-executive director since December
1999. From 1989 to 1997, Mr. Smith served in various positions at Warner-Lambert
Company, including President of Park-Davis Pharmaceuticals and President of the
Shaving Products Division (Schick and Wilkinson Sword).

John Spitznagel, 58, joined the Board in December 1999 following service as
President and Chief Executive Officer of Roberts since September 1997. He was
Executive Vice President-Worldwide Sales and Marketing from March 1996 to
September 1997, having served as President of Reed and Carnick Pharmaceuticals
from September 1990 until July 1995.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE FOR THE ELECTION OF EACH NOMINEE AS
DIRECTOR NAMED ABOVE.

Continuing Directors

Dr. Wilson Totten, 44, joined the Board as Group R&D Director in January
1999. Dr. Totten is a medical doctor and has wide experience in the
pharmaceutical industry covering all phases of drug development. He has
substantial experience in the field of CNS disorders. His last position was Vice
President of Clinical Research & Development with Astra Charnwood where he
served from 1995 to 1997, having previously worked for Fisons Pharmaceuticals
from 1989 to 1995, and prior to that with 3M Health Care and Eli Lilly.

Dr. Bernard Canavan, 64, joined the Board as a non-executive Director in
March 1999. Dr. Canavan is a medical doctor. He was employed by American Home
Products for over 25 years until he retired in January 1994. He was President of
that corporation from 1990 to 1994. Dr. Canavan is Chairman of the Audit
Committee.

Executive Officers

The following table sets forth as of the date hereof the executive officers
of the Company.

Name Position(s)
---- -----------

Rolf Stahel.............................. Chief Executive

Angus Charles Russell.................... Chief Financial Officer

Joseph Wilson Totten..................... Group Research Development Officer

-4-
<PAGE>

Biographies for Messrs. Stahel and Russell can be found under "Information
With Respect to Nominees." A biography for Dr. Totten can be found under
"Continuing Directors."

-5-
<PAGE>

SHARE OWNERSHIP OF DIRECTORS, OFFICERS AND CERTAIN BENEFICIAL OWNERS

Set forth in the following table is the beneficial ownership of Ordinary
Shares as of April 1, 2000 for (i) each person (or group of affiliated persons)
known to the Company to be the beneficial owner of more than 5% of Ordinary
Shares, (ii) all Directors, (iii) each of the Company's executive officers,
including the Company's Chief Executive Officer and (iv) all Directors and
executive officers as a group. Except as indicated by the notes to the following
table, the holders listed below have sole voting power and investment power over
the shares beneficially held by them. The address of each of the Company's
Directors and executive officers is that of the Company.

<TABLE>
<CAPTION>
Number Of Ordinary Shares Percent of
Beneficially Owned(1) Outstanding
Name Shares
---- ------

<S> <C> <C>
Yamanouchi Group Holding, Inc. (2) .............. 15,791,706 6.5%
4747 Willow Road
Pleasanton, California 94588-2740
James Cavanaugh (3).............................. 12,244,810 4.9
Rolf Stahel...................................... 896,683 *
Angus Russell.................................... -- *
Wilson Totten.................................... -- *
Barry Price...................................... 31,350 *
Bernard Canavan.................................. 3,000 *
Zola Horovitz.................................... 186,898 *
Ronald Nordmann.................................. 140,808 *
Joseph Smith..................................... 203,320 *
John Spitznagel.................................. 1,365,803 *
All Directors and Executive
Officers as a Group........................... 15,072,672 5.9%
</TABLE>

*Less than 1%

(1) For purposes of this table, a person or a group of persons is deemed to have
"beneficial ownership" as of a given date of any shares which that person has
the right to acquire within 60 days after that date. For purposes of computing
the percentage of outstanding shares held by each person or a group of persons
named above on a given date, any shares which that person or persons has the
right to acquire within 60 days after that date are deemed to be outstanding,
but are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.

(2) Based solely on information disclosed in the Schedule 13G filed by
Yamanouchi Group Holding, Inc. on January 6, 2000.

(3) Dr. Cavanaugh is the President of HealthCare Ventures LLC, a management
company for a number of limited partnerships which have interests in 12,244,810
ordinary shares. Dr. Cavanaugh is also a general partner in these limited
partnerships.

BOARD OF DIRECTORS' MEETINGS, COMMITTEES AND FEES

The Board of Directors held nine meetings during 1999. Each incumbent
director attended at least 75% of the aggregate of the total number of meetings
of the Board of Directors and the total number of meetings held by all
committees of the Board of Directors on which the Director served during 1999
(including in the case of each director for purposes of this calculation only
such committee and Board meetings as occurred after such Director commenced
service on the Board of Directors).

The Board of Directors has a standing Remuneration Committee, a standing
Audit Committee and a standing Nomination Committee. The membership of these
committees is determined from time to time by the Board.

-6-
<PAGE>

The Remuneration Committee, which in 1999 consisted of Dr. Price as
Chairman and Dr. Cavanaugh and Dr. Canavan held four meetings during 1999. The
Remuneration Committee meets regularly and acts within agreed terms of
reference. The Remuneration Committee reviews and authorizes salaries, bonuses
and other matters relating to compensation of the executive officers, including
the granting of options.

The Audit Committee, which consists of Dr. Canavan, as Chairman, Dr.
Cavanaugh, Dr. Price and Mr. Nordmann, held four meetings during 1999. In
addition, it has been our practice to provide detailed financial information at
each meeting of the Board of Directors. The principal functions of the Audit
Committee are to review the scope of the annual audit and the annual audit
report of the independent auditors, recommend the firm of independent auditors
to perform such audits, consider non-audit functions proposed to be performed by
the independent auditors, review the functions performed by the internal audit
staff, ascertain whether the recommendations of auditors are satisfactorily
implemented and recommend such special studies or actions which the Committee
deems desirable.

The Board has recently delegated responsibility to a Nomination Committee
made up of two non-executive directors and one executive director. The Chairman
of the Nomination Committee is Dr. Cavanaugh. The Nomination Committee intends
to adopt formal and transparent procedures for such appointments during the
course of the year. The Nomination Committee will consider suggestions regarding
candidates for election to the Board submitted by shareholders in writing to the
Company Secretary. With regard to the Annual General Meeting in 2001, any such
suggestion must be received by the Company Secretary no later than the date by
which shareholder proposals for such Annual General Meeting must be received as
described above under the heading "Shareholders Entitled to Vote and Shares
Outstanding."

Our non-executive directors receive (pound)20,000 (approximately $32,000)
on an annual basis for their services. We reimburse non-executive directors for
out-of-pocket travel expenditures relating to their service on the Board.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file initial reports of ownership and changes in
ownership with the SEC and to furnish copies of these reports to the Company. We
are a foreign private issuer for reporting purposes in 1999. As a result, our
executive officers, directors and persons who own more than 10% of our equity
securities were not required to file such reports with the SEC.

REMUNERATION COMMITTEE INTERLOCKS, INSIDER PARTICIPATION
AND CERTAIN TRANSACTIONS

The members of the Remuneration Committee in 1999 were Dr. Barry Price, Dr.
James Cavanaugh and Dr. Bernard Canavan, none of which has at any time been an
executive officer of the Company. There were no Remuneration Committee
interlocks or insider participation in compensation decisions in 1999.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In January 1999 the Group divested its Indianapolis manufacturing plant and
30 non-strategic products to Integrity Pharmaceutical Corporation for a total
consideration of $1.5 million, together with a royalty on net sales of products
over a ten year period. Roger Griggs, who resigned as a Director on December 31,
1998, was at the time of the sale, a controlling shareholder of Integrity
Pharmaceutical Corporation.

-7-
<PAGE>

In April 1999 Roberts Pharmaceutical Corporation made a loan in the sum of
$283,000 to Mr. Spitznagel. The loan is unsecured and bears interest at the rate
of 4.15%, per annum. 10% of the principal outstanding plus accrued interest is
repayable on each of the first four anniversaries of the loan and the balance of
principal plus accrued interest is repayable on the fifth anniversary of the
loan. Mr. Spitznagel repaid the full outstanding balance of the loan on March
29, 2000.

Mr. Spitznagel entered into a consultancy agreement with the Company in
December 1999, which provided that:

i. if he has good reason, as defined in his service agreement with Roberts,
to terminate his employment with Roberts under his service agreement, that the
Company will cause Roberts to provide him with the payments and benefits he is
entitled to upon a 'good reason' termination;

ii. Mr. Spitznagel would provide consulting services to the Company for at
least 42 months following the merger with Roberts, unless Mr. Spitznagel
terminates the consultancy agreement prior to the end of the 42nd month upon 30
days notice; and

iii. the Company would pay Mr. Spitznagel at the rate of $400,000 per annum
for his consulting services, $150,000 per annum as an office holder, $250,000
per annum to comply with certain restrictive covenants contained therein and
$150,000 per annum for tax, financial and estate planning advice, life insurance
and health insurance.

-8-
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth, for 1999, 1998 and 1997, the compensation
of the executive officers of the Company and the former Chief Financial Officer
who left the Company during 1999.

<TABLE>
<CAPTION>
Summary Compensation Table

Long-Term
Compensation
Annual Compensation Awards
Securities
Other Annual Underlying All Other
Name and Position Year Salary Bonus Compensation Options Compensation
----------------- ---- ------ ----- ------------ ------- ------------

<S> <C> <C> <C> <C> <C> <C>
Rolf Stahel............ 1999 $486,000 $195,000 - - $69,000(1)
Chief Executive 1998 $405,000 $191,000 - - $60,000
1997 $277,000 $37,000 - - $42,000

Angus Russell (2)...... 1999 $17,000 - - - $2,000(3)
Chief Financial Officer

Wilson Totten(4)....... 1999 $230,000 $92,000 - - $39,000(5)
Group Research and
Development Officer

Stephen Stamp (6)......
Former Chief Financial 1999 $261,000 $105,000 - - $41,000(7)
Officer 1998 $236,000 $113,000 - - $38,000
1997 $172,000 $16,000 - - $16,000
</TABLE>

- ----------------------

(1) Mr. Stahel's other compensation consists of Company pension contributions
and other benefits provided.

(2) Mr. Russell commenced serving the Company as an executive officer on
December 13, 1999.

(3) Mr. Russell's other compensation consists of Company pension contributions.

(4) Mr. Totten commenced serving the Company as an executive officer on January
1, 1999.

(5) Mr. Totten's other compensation consists of Company pension contributions.

(6) Mr. Stamp resigned as Chief Financial Officer of the Company on December
13, 1999

(7) Mr. Stamp's other compensation consisted of Company pension contributions
and other benefits provided.

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<PAGE>

The following table sets forth information with respect to grants of stock
options to each of the executive officers during the year ended December 31,
1999.

<TABLE>
<CAPTION>
Option Grants in 1999

Potential Realizable
Number of Percentage Of Value at Assumed Annual
Securities Total Options Rates of Stock Price
Underlying Granted to Exercise Appreciation
Options Employees in Price Expiration for Option Term(1)
Name Granted Fiscal 1999 Per Share Date 5% 10%
- ------------------------ ----------- -------------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Rolf Stahel - - - - - -

Angus Russell 4,181 * 11.645(2) 12/12/09 18,000 57,000
45,819 * 11.645(2) 12/12/06 96,000 337,000

Wilson Totten 25,000 * 7.616(3) 05/11/06 144,000 261,000

Stephen Stamp - - - - - -

*Less than 1%.
</TABLE>

- ----------------------

(1) The potential realizable value uses the hypothetical rates specified by the
Securities and Exchange Commission and is not intended to forecast future
appreciation, if any, of the Company's stock price. The Company did not use
an alternative formula for this valuation as the Company is not aware of
any formula which will determine with reasonable accuracy a present value
based on future unknown or volatile factors. In fact, the Company disavows
the ability of this or any other valuation model to predict or estimate the
Company's future stock price or to place a reasonably accurate present
value on the stock options because all models depend on assumptions about
the stock's future price movement, which is unknown. The value indicated is
a net amount, as the aggregate exercise price, translated at the rate of
exchange in place at December 31, 1999, has been deducted from the final
appreciated value.

(2) The exercise price was(pound)7.175 per share, and has been translated at
the rate of exchange in place at the date of grant.

(3) The exercise price was(pound)4.705 per share, and has been translated at
the rate of exchange in place at the date of grant.

-10-
<PAGE>

The following table sets forth information with respect to each of the
executive officers concerning the value of all exercised and unexercised stock
options of such individuals at December 31, 1999.

Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values

<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares
Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Rolf Stahel 440,000 3,013,000(1) 882,856 91,775 5,724,00 416,000

Angus Russell - - - 50,000 - -(4)

Wilson Totten - - - 175,000 - 691,000

Stephen Stamp 160,000 1,088,000(2) 474,284 - 3,596,000 -
</TABLE>

(1) The value realized by Mr. Stahel on exercise of share options on May 11,
1999 was(pound)1,865,000, which has been translated at the rate of exchange
in place at the date of exercise.

(2) The value realized by Mr. Stamp on exercise of share options on April 6,
1999 and May 11, 1999 was(pound)674,000, which has been translated at the
rate of exchange in place at the applicable date.

(3) The value of unexercised In-the-Money options is a net amount, as the
aggregate exercise price, translated at the rate of exchange in place at
December 31, 1999, has been deducted from the unexercised value.

(4) The Company's stock price at December 31, 1999 was lower than the exercise
price of Mr. Russell's stock options at that date.

Employment Agreements

The Company entered into an employment contract with Rolf Stahel on October
21, 1996 which is terminable by either party on the giving of 12 months' notice.
In connection with such agreement Mr. Stahel was paid a salary of $486,000 for
the year ended December 31, 1999 and is entitled to a discretionary bonus of up
to 55% of such salary as determined by the Remuneration Committee on a yearly
basis.

The Company entered into an employment contract with Angus Russell on
October 29, 1999 which is terminable by either party on the giving of 12 months'
notice. In connection with such agreement Mr. Russell was paid a salary of
$17,000 for the year ended December 31, 1999 and is entitled to a discretionary
bonus of up to 50% of such salary as determined by the Remuneration Committee on
a yearly basis. Mr. Russell commenced his employment with the Company on
December 13, 1999.

The Company entered into an employment contract with Wilson Totten on
December 30, 1998 which is terminable by either party on the giving of 12
months' notice. In connection with such agreement Mr. Totten was paid a salary
of $230,000 for the year ended December 31, 1999 and is entitled to a
discretionary bonus of up to 50% of such salary as determined by the
Remuneration Committee on a yearly basis.

REPORT OF THE REMUNERATION COMMITTEE ON EXECUTIVE COMPENSATION

Remuneration Policy

-11-
<PAGE>

The Remuneration Committee's policy on the remuneration of executive
officers is directed at the retention and motivation of executive officers by
ensuring that their remuneration is competitive with companies within the sector
of emerging pharmaceutical companies, taking into account the interests of the
shareholders.

In developing remuneration policy and fixing remuneration, consideration is
given to the salary data of directors of comparable companies of a similar size
in industry generally and, more specifically, in the emerging pharmaceuticals
sector. The Chief Executive also advises the Remuneration Committee on other
executive remuneration and on individual performance. External agencies are also
used to advise on levels of remuneration as appropriate. No Director is involved
in determining his own remuneration. The procedures and criteria for determining
remuneration policy are regularly reviewed by the Remuneration Committee.

Annual Bonuses

The annual bonuses payable to executive officers are established on the
basis of objectives for the Company and personal objectives. They include
measurable and quantitative criteria related to financial performance. For the
year ended December 31, 1999, these included revenue and earnings targets. The
maximum annual bonus for each executive officer for the year ended December 31,
1999, is 40% of salary.

Share Options

Share options are granted to executive officers as an incentive. The grant
of options is wholly discretionary. In granting share options, the Remuneration
Committee takes into account the advice and recommendations of the Chief
Executive and individual salary levels and positions within the Company.

Retirement Benefits

The Company contributes 10% of salary to the personal pension of the
executive officers.

Fees for Non-Executive Directors

The remuneration of each of the non-executive directors was determined by
the Board. Dr. Cavanaugh has waived his right to receive his remuneration of
(pounds)20,000 (approximately $33,000) for 1999.

Long-Term Incentive Plan

The Long-Term Incentive Plan was adopted at the general meeting on June 30,
1998. Under this plan, the Company may at any time, with the approval of the
Remuneration Committee, grant, or request that trustees grant, an award to any
full-time employee of any member of the Company.

An award may be made to any full-time employee (including a Director who is
also such an employee) of the Company on the terms set out in the plan and upon
such other terms as the Board (or a committee appointed by the Board) may
specify, provided that no award may be granted to an employee who is within two
years of his or her contractual retirement age.

Barry Price
James Cavanaugh
Bernard Canavan

-12-
<PAGE>

Performance Graph

The following graph compares the performance of the Company's Ordinary
Shares to the S&P 500 Index and the Nasdaq Biotechnology Index for the dates
indicated.

PERFORMANCE GRAPH APPEARS HERE

Comparison of Cumulative Total Return of $100 invested on February 14,
19961 in Shire Ordinary Shares, the S&P 500 Index and the Nasdaq Biotechnology
Index.

<TABLE>
<CAPTION>
12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Shire $136 $164 $221 $353
S&P 500 Index $113 $148 $188 $224
Nasdaq Biotechology Index $94 $94 $136 $274
</TABLE>

- ---------------------------

1 The Company's Ordinary Shares began trading on the London Stock Exchange on
February 15, 1996.

RESOLUTIONS 11 TO 15

As explained in the Chairman's letter, the Company has undertaken a review
of its employee share plans in the light of the commercial environment in which
it now operates and also to take account of best practice.

As a result of this review the Company is seeking the approval of
shareholders to adopt the Shire Pharmaceutical Group plc 2000 Executive Share
Option Scheme (the "Executive Scheme"). A summary of the principal terms of the
proposed Executive Scheme is set out at Appendix 1 to this document.

Following this review the Company is also seeking the approval of
shareholders to amend the Shire Pharmaceuticals Sharesave Scheme (the "Sharesave
Scheme"), the Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (the
"Stock Purchase Plan") and the Shire Pharmaceuticals Group plc Long Term
Incentive Plan (the "Long Term Incentive Plan"). The amendments to the Sharesave
Scheme, the Stock Purchase Plan and the Long Term Incentive Plan relate to the
removal of certain dilution limits as set out in Appendix 2 of this document.

RESOLUTION 16

This resolution gives authority to the directors, for a period of 5 years
from the date of the passing of the resolution to allot relevant securities
within the limits of the authorized share capital up to a nominal amount of
(pound)[ ] being the equivalent of [_____] per cent. of the total share capital
of the Company in issue on [ ], 2000. This authority replaces a similar
authority granted at the Annual General Meeting on May 10, 1999 and at the
Extraordinary General Meeting on December 22, 1999.

-13-
<PAGE>

raised from the shares or other securities issued under the power granted
by this resolution would potentially be used to finance the repayment of the
existing credit agreement consisting of $125 million under a five-year term loan
facility, acquiring, in-licensing and marketing specialty products, funding
product development, financing strategic corporate acquisitions, and/or general
corporate purposes.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RESOLUTION 16.

RESOLUTION 17. ISSUE OF EQUITY SECURITIES FOR CASH

The passing of resolution 17 will permit the directors, for a period of 5
years from the date of the passing of the resolution, to make issues of equity
securities for cash by way of rights free of the statutory pre-emption
provisions. The issue of equity securities for cash other than by way of a
pro-rata issue shall be limited to a maximum of [________] being the equivalent
of [ ] per cent of the issued ordinary share capital at [ ], 2000. This power
will replace the power granted at the Annual General Meeting on May 10, 1999.

Whilst the Company has, in the past, taken an authority for non pro-rata
issues for an amount equal to 5 per cent of the issued share capital, the Board
believes it appropriate for this authority to be increased to 10 per cent. so as
to provide a greater amount of flexibility to raise capital as referred to in
relation to resolution 16 above.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RESOLUTION 17.

RESOLUTION 18. ARTICLES OF ASSOCIATION

The opportunity is being taken to update certain provisions of the
Company's Articles of Association to take account, inter alia, of the fact that
the Company's ordinary shares may be held in uncertificated form and to ensure
compliance with the Combined Code. There follows an explanation of the
amendments to the existing Articles.

(a) As currently drafted, the Company's Articles of Association do not
allow for the ability of shareholders to hold their ordinary shares in
uncertificated form. Following the introduction of CREST in 1996, the Company
has relied on a board resolution (as is permitted by the relevant Regulations)
to authorize the holding of and dealing in the Company's ordinary shares in
uncertificated form. The proposed new Articles have been updated to reflect the
ability to hold ordinary shares in the Company in uncertificated form. In
addition to incorporating express permission in the Articles for shares to be
held in uncertificated form, the proposed new Articles contain additional
consequential changes to the provisions dealing with transfers and transmission
of shares, fractions resulting from alterations of share capital, payment of
dividends, record dates, service of notice and destruction of documents.

(b) The existing Articles incorporate lengthy wording in relation to the
giving of authority under section 80 of the Companies Act 1985 (the "Act") for
directors to allot shares and under section 89 of the Act disapplying preemption
rights on the issue of equity securities. These provisions were originally
included in order to reduce the complexity of the resolutions relating to the
granting of the section 80 authority and the disapplication of section 89 at
each and every Annual General Meeting. Now that The Listing Rules of the London
Stock Exchange permit the taking of section 89 disapplications for periods of
five years (rather than one year, which was previously the case), it is
considered that the length of the provisions in the Articles is outweighed by
the inconvenience of passing lengthier resolutions every five years.
Consequently, the new Articles contain no such wording.

-14-
<PAGE>

(c) The provisions in the current Articles dealing with the retirement by
rotation of directors are not fully compliant with the Combined Code (which
became effective for financial years ending on or after 31st December, 1998).
The Combined Code provides that all directors should submit themselves for
re-election at regular intervals of at least every three years. The existing
Articles require that a number nearest to (but not exceeding) one third of the
directors are required to retire each year, and that directors wishing to retire
and not offer themselves up for reappointment are counted first in making up
that number. Consequently, it is possible under the current Articles for a
director to submit himself for re-election outside the three year period set by
the Combined Code. The relevant provisions in the Articles have been amended to
bring them into line with the Combined Code.

(d) The limit on the maximum amount payable in respect of director's fees
was increased from (pound)150,000 to (pound)500,000 by an ordinary resolution of
the Company passed on 22nd December, 1999 in connection with the acquisition of
Roberts Pharmaceutical Corporation. The increase was proposed in view of the
additions to the board of directors of the Company following the acquisition,
and the new Articles incorporate the new limit.

(e) The current provision in the Articles allowing the directors to borrow
money limits the aggregate amount of borrowings of the group to a sum equal to
the higher of 2.5 times the adjusted capital and reserves and (pound)20,000,000.
The borrowing powers were extended by the ordinary resolution passed by the
Company on 22nd December, 1999 in connection with the acquisition of Roberts
Pharmaceutical Corporation. This extension authorized the borrowing of up to
US$250,000,000 pursuant to a facility agreement entered into on 19th November,
1999, which was required in order to service the group's immediate needs. Since
that extension expires on the date of this Annual General Meeting, the limit on
aggregate borrowings has required amendment to reflect this additional facility
and to allow further borrowings under it. The proposed amendments introduce a
fixed limit of $400,000,000 on the borrowings of the group, which is considered
to be the most appropriate basis for a company whose net worth derives
substantially from investment in intellectual property, rather than calculating
the limit on the basis of the adjusted capital and reserves. The sum of
$400,000,000 proposed as the limit of borrowings is 4.6 times 1999 EBITDA
(before exceptional merger related charges). The directors consider that this
limit is reasonable in view of the current business and prospects of the group,
and that it should not impede future expansion

(f) In addition, there are the following further amendments:

(i) the new Articles will expressly provide for payment of dividends in
any currency;

(ii) the new Articles will not distinguish between special business and
ordinary business at Annual General Meetings;

(iii) the new Articles will contain provisions dealing with a situation
where it is impractical or unreasonable for any reason to hold a
general meeting on the date or at the time or place specified in the
notice convening the meeting. Notice of the postponed meeting shall,
if practicable, be placed in two national newspapers, but it will not
be necessary to give notice of the business to be transacted at the
postponed meeting;

(iv) the Chairman of a general meeting may invite any person to attend and
speak if he considers that this will assist in the deliberations of
the meeting, even if that person is not a shareholder or a director of
the Company.

-15-
<PAGE>
Copies of the proposed amendments to the Articles are available for inspection
from the date hereof during normal business hours on any weekday at the
Company's registered office at East Anton, Andover, Hampshire, SP10 5RG and at
the offices of Slaughter & May, 35 Basinghall Street, London, EC2V 5DB.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RESOLUTION 18.

-16-
<PAGE>

-----------------------------------
By Order of the Board of Directors,

-----------------------------------
Neil Harris
Company Secretary

Dated: , 2000

Your vote is important. Shareholders who do not expect to be present at the
Annual General Meeting and who wish to have their shares voted on a poll are
requested to sign and date the enclosed proxy and return it in the enclosed
envelope. No postage is required if mailed in the United States.

-17-
<PAGE>

[Logo]
Registered No. 2883758

Annual General Meeting 2000

NOTICE OF MEETING AND LETTER
FROM THE CHAIRMAN

- --------------------------------------------------------------------------------
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

When considering what action you should take you are recommended to seek your
own financial advice from your stockbroker, bank manager, solicitor, accountant
or other professional adviser duly authorised under the Financial Services Act
1986, if you are in the UK, or from another appropriately authorised independent
financial adviser.

If you have sold or transferred all your ordinary shares in Shire
Pharmaceuticals Group plc, please send this document and the accompanying proxy
card to the purchaser or transferee or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.

All enquiries concerning this document should be addressed to the Company
Secretary, Shire Pharmaceuticals Group plc, East Anton, Andover, Hampshire, SP10
5RG
- --------------------------------------------------------------------------------

<PAGE>
2

Letter from the Chairman of Shire Pharmaceuticals Group plc

[Logo]
(Registered No. 2883758)

Registered Office:
East Anton
Andover
Hampshire SP10 5RG

[Date]

Directors:

[ ]

To the holders of ordinary shares and, for information only, to participants in
the Shire employee share schemes.

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING

You will find the notice of the Annual General Meeting (the "AGM"), to be held
on [__________] 2000, with this letter together with an explanation of the
resolutions to be proposed at the AGM and a form of proxy.

In addition to the business which is conducted at the AGM every year, for
example, the approval of accounts, appointment of directors, granting of section
80 authority and section 89 disapplication, this year there is further special
business which is detailed in the attached notice of AGM.

Shire Pharmaceuticals Group plc (the "Company") is seeking your approval to
update certain provisions of its Articles of Association (the "Articles") to
take account, inter alia, of the fact that the Company's ordinary shares may be
held in uncertificated form and to ensure compliance with the Combined Code. A
brief explanation of the proposed amendments to the existing Articles is set out
in the section headed "Explanation of Resolutions".

<PAGE>
3

Additionally, the Company is seeking your approval to adopt a new executive
share option scheme, the Shire Pharmaceuticals Group plc 2000 Executive Share
Option Scheme (the "Executive Scheme") to replace its existing 1996 Executive
Share Option Scheme.

The Company is also seeking your approval for amendments that it is proposed be
made to the Shire Pharmaceuticals Sharesave Scheme (the "Sharesave Scheme"), the
Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (the "Stock
Purchase Plan") and the Shire Pharmaceuticals Group plc Long Term Incentive Plan
(the "Long Term Incentive Plan").

The adoption of the new Executive Scheme and the amendments to the other schemes
are all proposed as a result of a review of the Company's employee share plans
in the light of the commercial environment in which we now operate and also to
take account of current best practice.

The Company is committed to enabling its employees to participate as
shareholders and considers employee share ownership to be a vital component in
its global reward strategy, particularly as the Company increasingly faces
intense competition for its most talented people in an international market. The
review concluded that the increasing internationality of the Company's business,
particularly in the US, meant that the Company's employees' share plans no
longer provide the necessary flexibility required to incentivise employees
effectively.

A summary of the principal terms of the proposed Executive Scheme is set out at
Appendix 1 to this document. A summary of principal amendments to be made to the
Sharesave Scheme, the Stock Purchase Plan and the Long Term Incentive Plan is
set out at Appendix 2 to this document.

Further Information

Copies of the proposed amendments to the Articles are available for inspection
from the date hereof during normal business hours on any week day at the
Company's registered office at East Anton, Andover, Hampshire, SP10 5RG and at
the offices of Slaughter and May, 35 Basinghall Street, London, EC2V 5DB.

Copies of the draft rules of the Executive Scheme and the rules of the Sharesave
Scheme, the Stock Purchase Plan and the Long Term Incentive Plan showing the
proposed amendments are available for inspection from the date hereof during
normal business hours on any week day at the Company's registered office at East
Anton, Andover, Hampshire, SP10 5RG and at the offices of Arthur Andersen, 1
Surrey Street, London, WC2R 2PS.

Copies will remain available up to and including the date of the AGM (or any
adjourned meeting) and will also be available for inspection at the offices of
West LB Panmure, 35 New Broad Street, London EC2M 1SQ for at least 15 minutes
prior to and during the AGM.

<PAGE>
4

Recommendation

The Directors have considered Resolutions 1 to 18 which deal with, inter alia,
the proposals relating to the Articles and the Shire Pharmaceuticals Group plc
employees' share schemes to be put to shareholders and believe they are in the
best interests of shareholders as a whole and accordingly recommend that
shareholders vote in favour of them at the AGM as they intend to do in respect
of their aggregate beneficial holdings of [_____] ordinary shares, representing
[_____] per cent of the issued share capital of the Company.

Yours faithfully

Dr James H Cavanaugh
CHAIRMAN

<PAGE>
5

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Shire Pharmaceuticals
Group plc will be held at the offices of West LB Panmure Limited at 35 New Broad
Street, London EC2M 1SQ on [________] at 11 a.m. for the purposes of considering
and, if thought fit, passing the following resolutions, of which the resolutions
numbered 1 to 16 will be proposed as ordinary resolutions and the resolutions
numbered 17 and 18 as special resolutions:

Ordinary business

1. To receive and consider the Directors' Report and Accounts for the year
ended 31 December 1999.

2. To re-appoint Arthur Andersen as Auditors and authorise the Directors to
fix their remuneration.

3. To re-elect Rolf Stahel as Director.

4. To re-elect Dr Barry Price as Director.

5. To re-elect Dr James Cavanaugh as Director.

6. To elect Angus Russell as Director.

7. To elect Dr Zola Horovitz as Director.

8. To elect Ronald Nordmann as Director.

9. To elect Joseph Smith as Director.

10. To elect John Spitznagel as Director.

Special business

Ordinary resolutions

11. That:-

(a) the Shire Pharmaceuticals Group plc 2000 Executive Share Option Scheme
(the "Executive Scheme") the main provisions of which are summarised
in Appendix 1 to the Chairman's Letter to shareholders dated [_______]
2000 be adopted and established; and

(b) the directors be authorised to do all acts and things they may
consider necessary or desirable to carry the Executive Scheme into
effect including

<PAGE>
6

the making of such modifications to the draft rules to obtain Inland
Revenue approval thereto.

12. That:

(a) subject to the approval of the Inland Revenue, the amendment to the
Shire Pharmaceuticals Sharesave Scheme (the "Sharesave Scheme") which
is summarised in Appendix 2 to the Chairman's Letter to shareholders
dated [__________] 2000 be approved; and

(b) the directors be authorised to do all acts and things they may
consider necessary or desirable to the Sharesave Scheme including the
making of such modifications to the rules to retain Inland Revenue
approval thereto.

13. That the amendment to the Shire Pharmaceuticals Group plc Employee
Stock Purchase Plan as summarised in Appendix 2 to the Chairman's
Letter to shareholders dated [________] 2000 be approved.

14. That the amendments to the Shire Pharmaceuticals Group plc Long Term
Incentive Plan as summarised in Appendix 2 to the Chairman's Letter to
shareholders dated [________] 2000 be approved.

15. That the directors be authorised to establish supplements or appendices
to the Shire Pharmaceuticals Group plc 2000 Executive Share Option
Scheme, the Shire Pharmaceuticals Sharesave Scheme, the Shire
Pharmaceuticals Group plc Employee Stock Purchase Plan and the Shire
Pharmaceuticals Group plc Long Term Incentive Plan (the "Schemes") or
other schemes based on these Schemes in order to take account of local
tax, exchange control or securities laws in overseas territories as
they consider appropriate, subject however, to the conditions that:

(a) any shares made available under such supplements, appendices or other
schemes shall be treated as counting against any overall or individual
limit contained in the Schemes; and

(b) once established, the provisions of such supplements, appendices or
other schemes may not be amended without the prior sanction of the
Company in general meeting if such sanction would be required to amend
the comparable provisions of the appropriate Schemes.

16. That in substitution for all existing authorities (save to the extent the
same may have been exercised by the issue of relevant securities prior to
[________] or by reason of any offer or agreement made prior to [________]
which would or might require relevant securities to be allotted on or after
[________]), the Directors be and they are hereby generally and
unconditionally authorised pursuant to Section 80 of the Companies Act 1985
to exercise all or any of the powers of the Company to allot relevant
securities (within the meaning of that section) up to an aggregate nominal
amount equal to [________] for a

<PAGE>
7

period expiring (unless previously renewed, varied or revoked by the
Company in general meeting) five years after the date of the passing of
this Resolution save that the Company may before such expiry make an offer
or agreement which would or might require relevant securities to be
allotted after such expiry and the Directors may allot relevant securities
pursuant to any such offer or agreement as if the authority conferred
hereby had not expired.

Special resolutions

17. That, subject to the passing of the previous resolution, in substitution
for all existing authorities, the Directors be and they are hereby
empowered pursuant to Section 95 of the Companies Act 1985 to allot equity
securities (within the meaning of Section 94(2) of the Companies Act 1985)
of the Company pursuant to the authority conferred by the passing of the
previous resolution as if Section 89(1) of the Companies Act 1985 did not
apply to such allotment provided that this power:

(i) shall expire five years after the date of the passing of this
Resolution, save that the Company may make an offer or agreement which
would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities pursuant to any
such offer or agreement as if the power conferred hereby had not
expired; and

(ii) shall be limited to:

(a) allotment of equity securities where such securities have been
offered (whether by way of a rights issue, open offer or other
pre-emptive offer) to holders of ordinary shares in proportion
(as nearly as may be) to their existing holdings of ordinary
shares but subject to the Directors having a right to make such
exclusions or other arrangements in connection with such offering
as they may deem necessary or expedient:

(1) to deal with equity securities representing fractional
entitlements;

(2) to deal with ordinary shares represented by depository
receipts; and

(3) to deal with legal or practical problems under the laws of,
or the requirements of any recognised regulatory body or any
stock exchange in, any territory; and

(b) allotments of equity securities for cash otherwise than pursuant
to paragraph (a) up to an aggregate nominal amount of [________].

<PAGE>
8

18. That the Company adopt new Articles of Association in the form produced to
the meeting, as initialled for the purposes of identification only by the
Chairman.

By Order of the Board [________], 2000
Neil C Harris Registered office:
Secretary East Anton
Andover
Hampshire
SP10 5RG
Notes:

1. A member entitled to attend and vote may appoint one or more proxies to
attend and, on a poll, vote instead of him. A proxy need not also be a
member. The appointment of a proxy will not preclude a member of the
Company from attending and voting in person at the meeting if he or she so
desires.

2. A form of proxy is enclosed. To be valid the form of proxy (and the power
of attorney or other authority, if any, under which it is signed or a
notarially certified copy of such authority) must reach the Registrar,
Computershare Services PLC at PO Box 1075, The Pavilions, Bridgwater Road,
Bristol, BS99 3FA not later than 11a.m. on [________] (or 48 hours before
any adjournment of the meeting).

3. The Company, pursuant to Regulation 34 of the Uncertificated Securities
Regulations 1995, specifies that only those shareholders registered in the
register of members of the Company as at 6.00pm on [________] (or, in the
case of adjournment, as at 48 hours before the time of the adjourned
meeting) shall be entitled to attend and vote at the meeting in respect of
the number of shares registered in their name at that time. Changes to
entries on the register after such time will be disregarded in determining
the right of any person to attend and/or vote at the meeting.

4. There will be available for inspection at the Company's registered office
at East Anton, Andover, Hampshire, SP10 5RG during normal business hours on
any week day (excluding Saturdays, Sundays and public holidays) from the
date of this notice until the date of the Annual General Meeting and at the
meeting from 10.45a.m. until the close of the meeting:

- copies of the service contracts of the Directors with the Company;

- the register of Directors' share interests;

- copies of the existing Articles of Association;

- copies of the Articles of Association proposed for adoption in
accordance with Resolution 18 above;

<PAGE>
9

- the rules of the Shire Pharmaceuticals Group plc 2000 Executive Share
Option Scheme as proposed in accordance with Resolution 11;

- the rules of the Shire Pharmaceuticals Sharesave Scheme as proposed in
accordance with Resolution 12;

- the rules of the Shire Pharmaceuticals Group plc Employee Stock
Purchase Plan as proposed in accordance with Resolution 13;

- the rules of the Shire Pharmaceutical Group plc Long Term Incentive
Plan as proposed in accordance with Resolution 14.

<PAGE>
10

Explanation of Resolutions

Resolutions 1 to 10 represent the business of the Company which is commonly
transacted at Annual General Meetings. Resolutions 11, 12, 13, 14 and 15 relate
to the Shire Pharmaceuticals Group plc employees' share schemes. Resolutions 1
to 16 will be proposed as ordinary resolutions and the resolutions numbered 17
and 18 as special resolutions

Resolution 1: Annual Report

This resolution receives the Company's annual report and accounts for the year
ended 31 December 1999.

Resolution 2: Reappointment of Auditors

The approval of shareholders is sought for the reappointment of Arthur Andersen
as the Company's auditors for the next financial year and to provide the Board
with authority to determine their remuneration.

Resolutions 3 to 10: Election and Re-election of directors

The Company currently has ten Directors.

In accordance with the Articles of Association, Rolf Stahel and Dr Barry Price
retire by rotation and offer themselves for re-election. Angus Russell who was
appointed Group Finance Director on December 13, 1999, Dr Zola Horovitz who was
appointed a non-executive Director on December 23, 1999, Ronald Nordmann who was
appointed a non-executive Director on December 23, 1999, Joseph Smith who was
appointed a non-executive Director on December 23, 1999 and John Spitznagel who
was appointed a non-executive Director on December 23, 1999 offer themselves for
election. In addition, Dr James Cavanaugh who was last appointed on March 24,
1997 offers himself for re-election in accordance with the Combined Code in
order that his term of office does not exceed three years.

The biographical details of those directors standing for election and
re-election are set out below.

<PAGE>
11

Resolutions 11 to 15:

As explained in the Chairman's letter, the Company has undertaken a review of
its employee share plans in the light of the commercial environment in which it
now operates and also to take account of best practice.

As a result of this review the Company is seeking the approval of shareholders
to adopt the Shire Pharmaceutical Group plc 2000 Executive Share Option Scheme
(the "Executive Scheme"). A summary of the principal terms of the proposed
Executive Scheme is set out at Appendix 1 to this document.

Following this review the Company is also seeking the approval of shareholders
to amend the Shire Pharmaceuticals Sharesave Scheme (the "Sharesave Scheme"),
the Shire Pharmaceuticals Group plc Employee Stock Purchase Plan (the "Stock
Purchase Plan") and the Shire Pharmaceuticals Group plc Long Term Incentive Plan
(the "Long Term Incentive Plan"). The amendments to the Sharesave Scheme, the
Stock Purchase Plan and the Long Term Incentive Plan relate to the removal of
certain dilution limits as set out in Appendix 2 of this document.

Resolution 16:

This resolution gives authority to the directors, for a period of 5 years from
the date of the passing of the resolution to allot relevant securities within
the limits of the authorised share capital up to a nominal amount of [________]
being the equivalent of [________] per cent of the total share capital of the
Company in issue on [________]. This authority replaces a similar authority
granted at the Annual General Meeting on May 10th, 1999 and at the Extraordinary
General Meeting on December 22nd, 1999.

The directors are actively considering the possibility of re-financing the
Group's borrowings. This could involve the issue of shares or other securities
falling within the scope of s.80 of the Companies Act 1985 which would involve
the use of the power granted by this resolution. The proceeds raised from the
shares or other securities issued under the power granted by this resolution
would potentially be used to finance the repayment of the existing credit
agreement consisting of $125 million under a five-year term loan facility,
acquiring, in-licensing and marketing specialty products, funding product
development, financing strategic corporate acquisitions, and/or general
corporate purposes.

Resolution 17: Issue of Equity Securities for cash:

The passing of resolution 17 will permit the directors, for a period of 5 years
from the date of the passing of the resolution, to make issues of equity
securities for cash by way of rights free of the statutory pre-emption
provisions. The issue of equity securities for cash other than by way of a
pro-rata issue shall be limited to a maximum of [________] being the equivalent
of [________] per cent of the issued ordinary share capital at [________]. This
power will replace the power granted at the Annual General Meeting on May 10th,
1999.

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12

Whilst the Company has, in the past, taken an authority for non pro-rata issues
for an amount equal to 5 per cent. of the issued share capital, the Board
believes it appropriate for this authority to be increased to 10 per cent. so as
to provide a greater amount of flexibility to raise capital as referred to in
relation to resolution 16 above.

Resolution 18: Articles of Association

The opportunity is being taken to update certain provisions of the Company's
Articles of Association to take account, inter alia, of the fact that the
Company's ordinary shares may be held in uncertificated form and to ensure
compliance with the Combined Code. There follows an explanation of the
amendments to the existing Articles.

(a) As currently drafted, the Company's Articles of Association do not cater
for the ability of shareholders to hold their ordinary shares in
uncertificated form. Following the introduction of CREST in 1996, the
Company has relied on a board resolution (as is permitted by the relevant
Regulations) to authorise the holding of and dealing in the Company's
ordinary shares in uncertificated form. The proposed new Articles have been
updated to reflect the ability to hold ordinary shares in the Company in
uncertificated form. In addition to incorporating express permission in the
Articles for shares to be held in uncertificated form, the proposed new
Articles contain additional consequential changes to the provisions dealing
with transfers and transmission of shares, fractions resulting from
alterations of share capital, payment of dividends, record dates, service
of notice and destruction of documents.

(b) The existing Articles incorporate lengthy wording in relation to the giving
of authority under section 80 of the Companies Act 1985 (the "Act") for
directors to allot shares and under section 89 of the Act disapplying
pre-emption rights on the issue of equity securities. These provisions were
originally included in order to reduce the complexity of the resolutions
relating to the granting of the section 80 authority and the disapplication
of section 89 at each and every Annual General Meeting. Now that The
Listing Rules of the London Stock Exchange permit the taking of section 89
disapplications for periods of five years (rather than one year, which was
previously the case), it is considered that the length of the provisions in
the Articles is outweighed by the inconvenience of passing lengthier
resolutions every five years. Consequently, the new Articles contain no
such wording.

(c) The provisions in the current Articles dealing with the retirement by
rotation of directors are not fully compliant with the Combined Code (which
became effective for financial years ending on or after 31st December,
1998). The Combined Code provides that all directors should submit
themselves for re-election at regular intervals of at least every three
years. The existing Articles require that a number nearest to (but not
exceeding) one third of the directors are required to retire each year, and
that directors wishing to retire and not offer themselves up for
reappointment are counted first in making up that number. Consequently, it
is possible under the current Articles for a director to submit himself for
re-election

<PAGE>
13

outside the three year period set by the Combined Code. The relevant
provisions in the Articles have been amended to bring them into line with
the Combined Code.

(d) The limit on the maximum amount payable in respect of director's fees was
increased from (pound)150,000 to (pound)500,000 by an ordinary resolution
of the Company passed on 22nd December, 1999 in connection with the
acquisition of Roberts Pharmaceutical Corporation. The increase was
proposed in view of the additions to the board of directors of the Company
following the acquisition, and the new Articles incorporate the new limit.

(e) The current provision in the Articles allowing the directors to borrow
money limits the aggregate amount of borrowings of the group to a sum equal
to the higher of 2.5 times the adjusted capital and reserves
and(pound)20,000,000. The borrowing powers were extended by the ordinary
resolution passed by the Company on 22nd December, 1999 in connection with
the acquisition of Roberts Pharmaceutical Corporation. This extension
authorised the borrowing of up to US$250,000,000 pursuant to a facility
agreement entered into on 19th November, 1999, which was required in order
to service the group's immediate needs. Since that extension expires on the
date of this Annual General Meeting, the limit on aggregate borrowings has
required amendment to reflect this additional facility and to allow further
borrowings under it. The proposed amendments introduce a fixed limit of
US$400,000,000 on the borrowings of the group, which is considered to be
the most appropriate basis for a company whose net worth derives
substantially from investment in intellectual property, rather than
calculating the limit on the basis of the adjusted capital and reserves.
The sum of US$400,000,000 proposed as the limit of borrowings is 4.6 times
1999 EBITDA (before exceptional merger related charges). The directors
consider that this limit is reasonable in view of the current business and
prospects of the group, and that it should not impede future expansion.

(f) In addition, there are the following further amendments:

(i) the new Articles will expressly provide for payment of dividends in
any currency;

(ii) the new Articles will not distinguish between special business and
ordinary business at Annual General Meetings;

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14

Biographical details of directors standing for election and re-election

The following information sets forth the name and age of each nominee, all other
positions or offices, if any, now held by him with the Company and his principal
occupation during the past five years.

Dr James Cavanaugh, 62, joined the Board on March 24, 1997 and was appointed as
Non-executive Chairman with effect from May 11, 1999. Dr Cavanaugh is the
President of HealthCare Ventures LLC. Formerly he was President of SmithKline &
French Laboratories, the US pharmaceutical division of SmithKline Beecham
Corporation. Prior to that, he was President of SmithKline Beecham Corporation's
clinical laboratory business and, before that, President of Allergan
International. Prior to his industry experience, Dr Cavanaugh served as Deputy
Assistant to the President of the US for Health Affairs on the White House Staff
in Washington, DC. He is a Non-executive Director of MedImmune, Inc and
LeukoSite, Inc.

Rolf Stahel, 55, joined the Group in March 1994 as Chief Executive from Wellcome
plc where he worked for 27 years. From April 1990 until February 1994, he served
as Director of Group Marketing reporting to the Chief Executive. A business
studies graduate of KSL Lucerne, Switzerland, he attended the 97th Advanced
Managers Program at Harvard Business School.

Angus Russell, 43, joined Shire in December 1999 as Group Finance Director,
previously he worked for ICI, Zeneca and Astra Zeneca for a total of 19 years.
Mr Russell is a chartered accountant, having qualified with Coopers & Lybrand
and is a member of the Association of Corporate Treasurers. His last position
was Vice President Corporate Finance at Astra Zeneca PLC.

Dr. Barry Price, 56, joined the Board on January 24, 1996 having spent 28 years
with Glaxo holding a succession of key executive positions with Glaxo Group
Research. He is a non-executive Director of Celltech Chiroscience plc and
Chairman of Antisoma plc. Dr Price is Chairman of the Remuneration Committee.

Dr. Zola Horovitz, 65, has served as a non-executive Director since December
1999. Dr Horovitz has been self employed as a consultant in the biotechnology
and pharmaceutical industries since 1994. Previously he held various positions
at Squibb Corporation and its successor corporation, Bristol Myers Squibb & Co,
including that of Vice President, Business Development and Planning,

Ronald Nordmann, 58, joined as a non-executive director in December 1999 and has
been a financial analyst in healthcare equities since 1971. From September 1994
until January 2000, he was a portfolio manager and partner at Dearfield
Management.

<PAGE>
15

Joseph Smith, 61, has served as a non-executive director since December 1999.
From 1989 to 1997, Mr Smith served in various positions at Warner-Lambert
Company, including President of Park-Davis Pharmaceuticals and President of the
Shaving Products Division (Schick and Wilkinson Sword).

<PAGE>
16

Appendix 1

Summary of the proposed Shire Pharmaceuticals Group plc
2000 Executive Share Option Scheme (the "Executive Scheme")

Introduction

The Executive Scheme enables options over ordinary shares in the Company to be
granted to selected employees and full-time directors.

It is divided into two parts: Part A which is intended to be approved by the
Inland Revenue, offering favourable tax treatment on the exercise of options and
Part B, the unapproved part.

No payment will be required for the grant of options.

Part A

1. Eligibility

With the approval of the Remuneration Committee (the "Committee") options
to acquire ordinary shares may be granted to selected employees and
full-time directors of the Company or any of its Subsidiaries (other than
those due to retire within two years of grant).

2. Grant of Options

Options may be granted by the Committee within 42 days of shareholder
approval of the Executive Scheme or within 42 days of the date Part A is
approved by the Inland Revenue. Thereafter, options may be granted within
42 days following the announcement by the Company of its results for any
period, or at any other time when the Committee believes that exceptional
circumstances exist to justify the grant of options. No option may be
granted more than 10 years after the date of adoption of the Executive
Scheme. The Committee will, however, review the operation of the Executive
Scheme after five years to consider whether it still meets the Company's
business needs.

Options will be neither transferable (other than to personal
representatives following death) nor pensionable.

Options granted under the Executive Scheme will normally be exercisable
only if performance-related criteria imposed by the Committee are met (see
section 8 below).

<PAGE>
17

3. Exercise Price

The price per share at which ordinary shares may be acquired upon the
exercise of an option will be determined by the Committee at the time of
grant but will be not less than the higher of:

(a) the middle-market quotation of ordinary shares for the dealing day
immediately preceding the grant date as derived from the Official List
(or such other price as may be agreed with the Inland Revenue); and

(b) in the case of an option to subscribe for shares, the nominal value of
such shares.

4. Exercise of Options

An option will normally only be exercisable after the third anniversary of
the date of grant and cannot in any event be exercised later than the tenth
anniversary of the date of grant. In addition, an option will not normally
be capable of exercise on any occasion unless the relevant performance
conditions (referred to in section 8 below) are met, unless:

o any optionholder dies, when his or her option will become immediately
exercisable by his or her personal representatives for a period of 12
months thereafter;

o any optionholder leaves the Company or any of its Subsidiaries;

o by reason of injury, disability, or redundancy; or

o if the company or business with which he or she holds office or employment
is sold outside the Company or any of its Subsidiaries.

when he or she may exercise his or her option by the latest of (i) 12
months after the date of termination of employment; (ii) 42 months after
the grant date; and (iii) 42 months after the last tax-relieved exercise by
him of an Inland Revenue approved company share option.

If an optionholder leaves employment at retirement he or she may also
exercise his or her option during this period, but in these circumstances
only if the relevant performance criteria have been satisfied.

If an optionholder leaves the Group for any other reason, he or she may
only exercise an option with the approval of the Committee.

Early exercise of options within specified periods is also permitted in the
event of a take-over or reconstruction or winding up of the Company,
subject to meeting the

<PAGE>
18

relevant performance criteria unless the Committee resolves otherwise. In
the case of a take-over or reconstruction options may be exchanged for
options over the acquiring company's shares, but only with the consent of
the acquiring company.

5. Rights attaching to the Shares

All ordinary shares issued upon the exercise of options will rank equally
in all respects with other ordinary shares for the time being in issue
(save as regards any rights attaching to such ordinary shares by reference
to a record date prior to the allotment of such shares) and application to
the London Stock Exchange will be made for any allotted shares to be
admitted to the Official List.

6. Variation of Share Capital

In the event of any variation in the share capital of the Company, the
Committee may adjust the total number of ordinary shares subject to any
option and/or the exercise price under any option with the prior approval
of the Inland Revenue.

7. Alteration of the Executive Scheme

The Committee may, at any time alter or add to the Executive Scheme but may
not make any alteration or addition to the advantage of participants
without the prior approval of shareholders in general meeting except for
minor amendments (i) for the purpose of administration of the Executive
Scheme or (ii) to take account of any change in legislation or (iii) to
obtain or maintain favourable tax or regulatory treatment for
optionholders, the Company or any of its Subsidiaries. No alteration may be
made to the disadvantage of participants without their majority consent.
Any alterations require the approval of the Inland Revenue.

8. Performance Conditions

The performance conditions to be imposed on options will be determined by
the Committee before such options are granted. In making such determination
the Committee will have regard to the guidance issued from time to time by
the bodies representing institutional shareholders, insofar as they are
appropriate to the Company, and will seek to identify factors which
represent a fair measure of performance and genuinely reflect the efforts
and achievements of the Company's management.

It is proposed that the performance conditions applying to the first grant
of options under the Executive Scheme will relate to the compound growth in
the Company's share price. If the compound rate increase is at least 20.5
per cent per annum over a minimum three-year measurement period an option
will become exercisable in whole. If it increases by at least 14.5 per cent
per annum (compounded) 60% of an option will become exercisable. If these
conditions are not met after the initial three year measurement period,
they will thereafter be tested quarterly by reference to

<PAGE>
19

compound annual share price growth over an extended period. If the share
price does not meet these conditions the relevant option will lapse.

The Committee will from time to time be able to vary any such performance
conditions as they apply to outstanding options if, in their opinion, to do
so would more effectively achieve the object of affording realistic
incentives to optionholders.

The Committee have discretion to decide the form* in which performance
conditions will be set, taking into account particularly their accounting
and taxation consequences.

9. Scheme Limits

(i) Individual Limits

An individual's participation under Part A of the Executive Scheme is
limited so that the aggregate market value of shares (measured at the
date of grant) comprised in subsisting approved options held by
him/her cannot exceed (pound)30,000. For these purposes, the value of
the ordinary shares under option will be their market value at the
date of the option grant.

A limit on the value of ordinary shares which may be put under option
on an annual basis to an individual under the Executive Scheme will be
set from time to time by the Committee in the light of current market
practice and the markets in which the Company operates. No option will
be granted in excess of this limit without the prior approval of the
Committee.

(ii) Overall Limit

The number of shares issuable pursuant to options granted under the
Executive Scheme, when aggregated with the number of shares issued or
issuable pursuant to rights granted under all group employees' share
schemes, within the previous period of ten years, may not exceed 10%
of the Company's issued ordinary share capital at the date of grant.
For the purpose of this limit options which lapse will cease to count
and any options granted prior to or on the date of the Company
obtaining its listing on the London Stock Exchange will not be
included.

* In accordance with the requirements of fixed compensation plan accounting
under US GAAP, any option would be exercisable with no restriction other than
that the optionholder remains employed within the Shire Pharmaceuticals Group
plc for a period of six weeks prior to the expiry of the option.

<PAGE>
20

Part B

The provisions of Part A of the Executive Scheme above apply equally to options
granted under Part B, with the following exceptions:

i. the provisions of Part A requiring Inland Revenue consent for any actions
of the Committee will not apply to options granted under Part B;

ii. the limit referred to in section 9 (i) of Part A will not apply to options
granted under Part B;

iii. options under Part B of the Executive Scheme may be transferable at the
consent of the Board; and

iv. the maximum number of shares over which incentive stock options within the
meaning of section 422 of the United States of America Internal Revenue
Code of 1986 (as amended) may be granted under Part B of the Executive
Scheme is 25,000,000.

<PAGE>
21

Appendix 2

Summary of the proposed amendments to the Shire Pharmaceuticals Sharesave
Scheme, Shire Pharmaceuticals Group plc Stock Purchase Plan
and Shire Pharmaceuticals Group plc
Long Term Incentive Plan.

Shire Pharmaceuticals Sharesave Scheme (the "Sharesave Scheme") and Shire
Pharmaceuticals Group plc Stock Purchase Plan (the "Stock Purchase Plan")

The rules of the Sharesave Scheme and Stock Purchase Plan will be amended to
remove the dilution limits in each scheme that the number of shares issuable
pursuant to options granted under the Sharesave Scheme and the Stock Purchase
Plan, when aggregated with the number of shares issued or issuable pursuant to
rights granted under all group employees' share schemes, within the previous
period of five years, may not exceed 5% of the Company's issued ordinary share
capital at the date of grant. However, the dilution limit that the number of
shares issuable pursuant to options granted under the Sharesave Scheme and Stock
Purchase Plan when aggregated with the number of shares issued or issuable under
all group employees' share schemes, within the previous period of ten years, may
not exceed 10% of the Company's issued ordinary share capital at the date of
grant, will remain.

Shire Pharmaceuticals Group plc Long Term Incentive Plan (the "Long Term
Incentive Plan")

The rules of the Long Term Incentive Plan will be amended to remove the dilution
limits:

(i) that the number of shares issuable pursuant to options granted under the
Long Term Incentive Plan, when aggregated with the number of shares issued
or issuable pursuant to rights granted under all group executive share
option schemes, within the previous period of ten years, may not exceed 5%
of the Company's issued ordinary share capital at the date of grant;

(ii) that the number of shares issuable pursuant to options granted under the
Long Term Incentive Plan, when aggregated with the number of shares issued
or issuable pursuant to rights granted under all group executive share
option schemes, within the previous period of three calendar years, may not
exceed 3% of the Company's issued ordinary share capital at the date of
grant; and

(iii) that the number of shares issuable pursuant to options granted under the
Long Term Incentive Plan, when aggregated with the number of shares issued
or issuable pursuant to rights granted under all group employees' share
schemes, within the previous period of five calendar years, may not exceed
5% of the Company's issued ordinary share capital at the date of grant.

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22

However, the dilution limit that the number of shares issuable pursuant to
options granted under the Long Term Incentive Plan when aggregated with the
number of shares, issued or issuable under all group employees' share schemes,
within the previous period of ten years, may not exceed 10% of the Company's
issued ordinary share capital at the date of grant, will remain.

<PAGE>

Preliminary Copies

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SHIRE PHARMACEUTICALS GROUP plc
East Anton, Andover, Hampshire SP10 5RG England

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

I/We, being a member/members of Shire Pharmaceuticals Group plc,

HEREBY APPOINT the Chairman of the meeting or _________________________ as
my/our proxy and on a poll to vote for me/us and on my/our behalf at the Annual
General Meeting of the Company to be held on [ ] and at any adjournment thereof.

Ordinary Resolutions:
As ordinary business

1. To receive the Report and Accounts