AGN Allergan plc

HIGH COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF ALLERGAN SHAREHOLDER OPINION. TO ENSURE YOUR REPRESENTATION AT THE SPECIAL COURT-ORDERED MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED FORM OF PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE POSTAGE PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE OR BY INTERNET OR TELEPHONE IN THE MANNER PROVIDED ABOVE. IF YOU ATTEND THE SPECIAL COURT-ORDERED MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE RETURNED A COMPLETED FORM OF PROXY.

Dated [                ] 2019

Arthur Cox

Ten Earlsfort Terrace

Dublin 2

Ireland

Solicitors for Allergan

ALLERGAN PLC

Clonshaugh Business and Technology Park,

Coolock, Dublin D17 E400 Ireland

NOTICE OF EXTRAORDINARY GENERAL MEETING OF ALLERGAN PLC

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Allergan plc (referred to as “Allergan”) will be held at [            ], on [                    ] 2019, at [            ] (local time) (or, if the special Court-ordered meeting has not concluded by [            ] local time, as soon as possible after the conclusion or adjournment of the special Court-ordered meeting (as defined in the scheme of arrangement that is included in the document of which this Notice forms a part (the “Scheme of Arrangement”))) for the purpose of considering and, if thought fit, passing the following resolutions of which resolutions 1, 3, 5 and 6 will be proposed as ordinary resolutions and resolutions 2 and 4 as special resolutions:

That, subject to the approval by the requisite majorities of the Scheme of Arrangement at the special Court-ordered meeting, the Scheme of Arrangement (a copy of which has been produced to this meeting and for the purposes of identification signed by the Chairman thereof) in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish High Court be approved and the directors of Allergan be authorized to take all such action as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect.

That, subject to the passing of resolution 1 (above) and to the confirmation of the Irish High Court pursuant to Section 84 of the Companies Act 2014 and pursuant to Article 48 of Allergan’s articles of association, the issued capital of Allergan be reduced by cancelling and extinguishing all the Cancellation Shares (as defined in the Scheme of Arrangement) but without thereby reducing the authorized share capital of Allergan.

That, subject to the passing of resolutions 1 and 2 (above):

That, subject to the Scheme becoming effective, the articles of association of Allergan be amended by adding the following new Article 171:

171. Scheme of Arrangement

-ii-

That, on a non-binding, advisory basis, specified compensatory arrangements between Allergan and its named executive officers relating to the transaction (as more particularly described in the section of the accompanying proxy statement captioned “ Interests of Certain Persons in the Transaction ” beginning on page 61) be approved.

That any motion by the Chairman to adjourn the extraordinary general meeting, or any adjournments thereof, to another time and place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve resolutions 1 through 4, be approved.

Notes:

-iii-

-iv-

-i-

-ii-

-iii-

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETINGS

The following questions and answers are intended to address briefly some commonly asked questions regarding the transaction and each special meeting. These questions and answers highlight only some of the information contained in this proxy statement. They may not contain all the information that is important to you. You should read carefully this entire proxy statement, including the annexes and the documents incorporated by reference into this proxy statement, to understand fully the proposed transactions and the voting procedures for the special meetings. See “Where You Can Find More Information” beginning on page 149. Unless otherwise specified, all references in this proxy statement to “Allergan” refer to Allergan plc, a public limited company incorporated in Ireland; all references in this proxy statement to “AbbVie” refer to AbbVie Inc., a Delaware corporation; all references in this proxy statement to Acquirer Sub refer to Venice Subsidiary LLC, a Delaware limited liability company; all references to the “Transaction Agreement” refer to the Transaction Agreement, dated as of June 25, 2019, by and among Allergan, AbbVie and Acquirer Sub, a copy of which is included as Annex A to this proxy statement; all references to the “conditions appendix” refer to the conditions to the acquisition and the scheme, a copy of which is included as Annex B to this proxy statement; and all references to the “expenses reimbursement agreement” refer to the Expenses Reimbursement Agreement, dated as of June 25, 2019, by and between Allergan and AbbVie, which is included as Annex C to this proxy statement. Unless otherwise indicated, all references to “dollars” or “$” in this proxy statement are references to U.S. dollars. If you are in any doubt about this transaction you should consult an independent financial advisor who, if you are taking advice in Ireland, is authorized or exempted by the Investment Intermediaries Act 1995 (as amended), or the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017).

The Irish High Court has ordered the convening of a special Court-ordered meeting of Allergan shareholders in order to obtain shareholder approval of the scheme of arrangement, which is referred to as the “special Court-ordered meeting.” At [    ] on [    ], 2019, or, if the special Court-ordered meeting has not concluded by [    ] local time, as soon as possible after the conclusion or adjournment of the special Court-ordered meeting, Allergan will hold an extraordinary general meeting in order to obtain shareholder approval of the resolutions necessary to implement the scheme of arrangement and related resolutions. The special Court-ordered meeting and the extraordinary general meeting are referred to collectively as the “special meetings.”

It will not be possible to complete the acquisition unless the requisite Allergan shareholder approvals described above are obtained at each special meeting. However, as described below, the acquisition is not conditioned on approval of certain additional matters being presented at the extraordinary general meeting.

We have included in this proxy statement important information about the acquisition, the Transaction Agreement (a copy of which is attached as Annex A), the conditions appendix (a copy of which is attached as Annex B), the expenses reimbursement agreement (a copy of which is attached as Annex C) and the Allergan special meetings. You should read this information carefully and in its entirety. If you are a record holder, the enclosed voting materials allow you to vote your shares without attending each or either special meeting by granting a proxy or voting your shares by mail, telephone or over the internet. If you hold your shares through a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to instruct them how to vote such shares.

1

The extraordinary general meeting will be held at [    ], on [    ], 2019, at [    ], local time or, if the special Court-ordered meeting has not concluded by [    ] local time, as soon as possible after the conclusion of the special Court-ordered meeting.

Allergan shareholders will not receive any fractional shares of AbbVie common stock as scheme consideration. Instead, fractional shares will be aggregated and sold in the market by the exchange agent, with the net proceeds of any such sale distributed in cash pro rata to the Allergan shareholders whose fractional entitlements have been sold.

Allergan equity awards will be treated as set forth in the Transaction Agreement, such that (i) each Allergan option and each Allergan restricted stock unit award that is outstanding immediately prior to the effective time will be substituted by AbbVie with a corresponding award relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such award and, if applicable, the exercise price applicable to such award, determined in accordance with the formulas set forth in the Transaction Agreement and (ii) each Allergan performance stock unit award that is outstanding as of immediately prior to the effective time will be substituted by AbbVie with an AbbVie restricted stock unit award that vests based on the holder’s continued service following the effective time and relates to a number of shares of AbbVie common stock determined in accordance with the formula set forth in the Transaction Agreement, in each case as further described below.

Allergan shareholders are being asked to vote on a proposal to approve the scheme at both the special Court-ordered meeting and at the extraordinary general meeting. The vote required for such proposal is different at each of the meetings, however. As set out in full under the section entitled “ Part 2—Explanatory Statement—Consents and Special Meetings ” beginning on page 154, in order for the resolution at the special Court-ordered meeting to pass, those voting to approve the scheme must: (a) represent a simple majority (being more than fifty percent (50%)) in number of the Allergan shareholders of record as of the Voting Record Time, present and voting (in person or by proxy), and (b) also represent three-fourths (75%) or more in value of the Allergan ordinary shares held by such holders as of the Voting Record Time, present and voting (in person or by proxy).

Because the vote required to approve the proposal at the special Court-ordered meeting is based on votes properly cast at the meeting, and because abstentions and broker non-votes are not considered votes properly cast, abstentions and broker non-votes, along with failures to vote, will have no effect on such proposal.

2

The acquisition is conditioned on approval of the scheme at the special Court-ordered meeting.

At the extraordinary general meeting, the requisite approval of each of the resolutions depends on whether it is an “ordinary resolution” (resolutions 1, 3, 5 and 6), which requires the approval of at least a majority of the votes cast by the holders of Allergan ordinary shares present and voting, either in person or by proxy, or a “special resolution” (resolutions 2 and 4), which requires the approval of at least seventy-five percent (75%) of the votes cast by the holders of Allergan ordinary shares present and voting, either in person or by proxy.

For all the resolutions, because the votes required to approve such resolutions are based on votes properly cast at the extraordinary general meeting, and because abstentions and broker non-votes are not considered votes properly cast, abstentions and broker non-votes, along with failures to vote, will have no effect on the resolutions.

As of the Voting Record Time, the Allergan directors and executive officers had the right to vote approximately [    ] percent ([    ]%) of the Allergan ordinary shares then outstanding and entitled to vote at

3

the special Court-ordered meeting and the extraordinary general meeting. It is expected that Allergan’s directors and executive officers will vote “FOR” each of the proposals at the special Court-ordered meeting and each of the proposals at the extraordinary general meeting, although none of them have entered into any agreement requiring them to do so.

At the special Court-ordered meeting, Allergan shareholders (excluding AbbVie and its affiliates, to the extent they hold Allergan ordinary shares) will be asked to approve the scheme for the purposes of satisfying the requirements of the Irish legislation upon which the scheme is based.

At the extraordinary general meeting, Allergan shareholders (including AbbVie and any of its affiliates, to the extent they hold Allergan ordinary shares) will also be asked to approve the scheme, authorize Allergan’s directors to take whatever actions they deem necessary or appropriate for carrying the scheme into effect and approve the cancellation of certain ordinary shares and issuance of new ordinary shares as part of the scheme and other related matters. For more detail on these matters, see “ The Special Meetings of Allergan’s Shareholders ” beginning on page 33.

The Allergan board of directors unanimously recommends that Allergan shareholders vote:

4

See “ The Transaction—Recommendation of the Allergan Board of Directors and Allergan’s Reasons for the Transaction ” beginning on page 45.

In considering the recommendation of the Allergan board of directors, you should be aware that certain directors and executive officers of Allergan have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. See “ The Transaction—Interests of Certain Persons in the Transaction ” beginning on page 61.

5

If you are an Allergan shareholder of record, the shares listed on your proxy cards will include, if applicable, shares held in a book-entry account at Computershare Trust Company, N.A., Allergan’s transfer agent.

If you hold your shares through a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to instruct them how to vote such shares.

In the case of joint holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders of record and, for this purpose, seniority will be determined by the order in which the names appear in the Allergan register of members in respect of the joint holding.

If you hold your shares through a bank, broker or nominee, you will receive a separate Voter Instruction Form and should follow the instructions provided by your bank, broker or nominee in order to instruct them how to vote such shares.

Brokers do not have discretionary authority to vote on any of the Allergan proposals at either special meeting.

Please see “ The Special Meetings of Allergan’s Shareholders—Voting Ordinary Shares Held in Street Name ” beginning on page 37.

6

If a shareholder signs and returns his, her or its proxy card appointing the Chairman of the applicable special meeting as his, her or its proxy but does not mark the proxy card to tell the proxy how to vote on a voting item, such shares will be voted in respect of such voting item at the discretion of the Chairman of the applicable special meeting.

If you hold your Allergan ordinary shares through a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee when instructing them how to vote your Allergan ordinary shares.

Allergan plc

Clonshaugh Business and Technology Park,

Coolock, Dublin, D17 E400 Ireland

Attention: Corporate Secretary

7

If you have instructed a bank, broker or other nominee to vote your shares, you must follow directions received from your bank, broker or other nominee to change your vote or revoke your proxy.

If your shares are held by a broker, bank or other nominee, you should contact your broker, bank or other nominee for additional information.

8

9

10

11

12

13

14

15

16

17

18

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement, you should consider carefully the following risk factors, including the matters addressed under the caption “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 30. You should also read and consider the risks associated with the business of AbbVie and the risks associated with the business of Allergan because these risks will also affect the combined company. The risks associated with the business of AbbVie can be found in the AbbVie Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference into this proxy statement. The risks associated with the business of Allergan can be found in the Allergan Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which is incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 149.

Risks Relating to the Transaction

The number of AbbVie shares that Allergan shareholders will be entitled to receive as a result of the transaction will be based on a fixed exchange ratio (except for adjustments in limited circumstances pursuant to the Transaction Agreement). The value of the AbbVie shares that Allergan shareholders receive could be different than at either time Allergan shareholders vote to approve the scheme.

At completion, Allergan shareholders will be entitled to receive (i) $120.30 in cash and (ii) 0.8660 of a newly issued share of AbbVie common stock, in exchange for each Allergan ordinary share held by such Allergan shareholders. The number of AbbVie shares that Allergan shareholders will be entitled to receive will not be adjusted in the event of any increase or decrease in the share price of either AbbVie common stock or Allergan ordinary shares between the time the Allergan shareholders vote to approve the scheme and the completion time.

The market value of the shares of AbbVie common stock that Allergan shareholders will be entitled to receive when the transaction is completed could vary significantly from the market value of AbbVie common stock on the date of this proxy statement or the date of either Allergan special meeting. Because the exchange ratio will not be adjusted to reflect any changes in the market value of AbbVie common stock or Allergan ordinary shares, such market price fluctuations may affect the value that Allergan shareholders will be entitled to receive upon completion of the transaction. Share price changes may result from a variety of factors, including changes in the business, operations or prospects of AbbVie or Allergan, market assessments of the likelihood that the transaction will be completed, the timing of the transaction, regulatory considerations, general market and economic conditions and other factors. Shareholders are urged to obtain current market quotations for AbbVie common stock and Allergan ordinary shares.

The transaction is subject to customary closing conditions, including conditions related to required shareholder approvals and required regulatory approvals, and may not be completed on a timely basis, or at all.

The completion of the transaction is subject to a number of customary conditions and there can be no assurance that the conditions to the closing of the transaction will be satisfied or waived (to the extent permitted by law). The failure to satisfy the required conditions could delay the completion of the transaction for a significant period of time or prevent the completion from occurring at all. These closing conditions include the approval of the scheme by a majority in number of the Allergan shareholders of record, such shareholders representing seventy-five percent (75%) or more in value of the Allergan ordinary shares held by such holders, present and voting either in person or by proxy, at the special Court-ordered meeting, and the approval by Allergan shareholders of certain other transaction-related resolutions at the extraordinary general meeting.

These closing conditions also include certain antitrust related approvals, including (i) that all applicable waiting periods under the HSR Act in connection with the acquisition having expired or having been terminated,

19

and termination or expiration of any agreement between Allergan and AbbVie, on the one hand, and the FTC or the Antitrust Division, on the other hand, not to consummate the acquisition, (ii) all required clearances of any governmental entity having been obtained and remaining in full force and effect and all applicable waiting periods having expired, lapsed or been terminated (as appropriate), in each case in connection with the transaction, under the antitrust laws of the required antitrust jurisdictions, (iii) to the extent (a) the Acquisition constitutes a concentration within the scope of the EC Merger Regulation or otherwise is a concentration that is subject to the EC Merger Regulation, the European Commission having decided to allow the closing of the Acquisition, or (b) that all or part of the Acquisition is referred by the European Commission to the relevant authority of one or more member countries of the European Economic Area, such relevant authority(ies) (in the case of a partial referral in conjunction with a final decision of the European Commission) having issued a final decision or decisions which satisfies (or together satisfy) the prior clause (a). The governmental agencies from which the parties will seek certain approvals related to these conditions have broad discretion in administering the governing regulations. As a condition to their approval of the transaction, agencies may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of the combined company’s business after the closing. Such requirements, limitations, costs or restrictions could delay or prevent the consummation of the transaction or have a material adverse effect on the combined company’s business and results of operations.

In addition, the closing conditions include other legal and regulatory conditions, such as (i) the sanction by the Irish High Court of the scheme and registration of the court order with the Irish Registrar of Companies, (ii) the approval by the New York Stock Exchange of the listing of all of the shares of AbbVie common stock to be issued in connection with the scheme, and (iii) (a) no order, writ, decree, judgment or injunction (whether temporary or permanent) having been issued, promulgated, made, rendered or entered into by any court or other tribunal of competent jurisdiction, and (b) no law (excluding any antitrust law other than those of a required antitrust jurisdiction) having been enacted, issued, promulgated, enforced or entered and continuing in effect and, in each case of clauses (a) and (b), that restrains, enjoins, makes illegal or otherwise prohibits the consummation of the transaction.

The transaction is also subject to other customary closing conditions, including: (i) the Transaction Agreement not having been terminated in accordance with its terms, (ii) the accuracy of each party’s representations and warranties made in the Transaction Agreement, subject to specified materiality standards, (iii) the absence of a material adverse effect with respect to each party since June 25, 2019 and (iv) the performance and compliance by each party of all of its obligations and compliance with all of its covenants under the Transaction Agreement in all material respects. For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the transaction, see “ The Transaction Agreement—Conditions to the Completion of the Acquisition ” beginning on page 92. There can be no assurance that the conditions to completion of the transaction will be satisfied or waived or that the transaction will be completed within the expected time frame, or at all.

The Transaction Agreement contains provisions that limit Allergan’s ability to pursue alternatives to the transaction and, in specified circumstances, could require Allergan to reimburse certain of AbbVie’s expenses.

Under the Transaction Agreement, Allergan is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, engage in discussion or negotiations with respect to such proposals or provide information in connection with such proposals, subject to customary exceptions. Allergan may terminate the Transaction Agreement and enter into an agreement providing for a superior proposal only if specified conditions have been satisfied, including a determination by the Allergan board of directors (after consultation with a financial advisor of nationally recognized reputation and outside legal counsel) that such proposal is more favorable to the Allergan shareholders from a financial point of view than the transaction, and such a termination would result in Allergan being required to reimburse certain of AbbVie’s expenses under the expenses reimbursement agreement. These provisions could discourage a third party that may have an interest in

20

acquiring all or a significant part of Allergan from considering or proposing that acquisition, even if such third party were prepared to pay consideration with a higher value than the value of the scheme consideration.

Failure to consummate the transaction could negatively impact the share price and the future business and financial results of Allergan.

If the transaction is not consummated, the ongoing business of Allergan may be adversely affected and, without realizing any of the potential benefits of having consummated the transaction, Allergan will be subject to a number of risks, including the following:

If the transaction is not consummated, these risks may materialize and may adversely affect Allergan’s business, financial results and share price.

Allergan’s directors and executive officers have interests in the transaction that are in addition to, or different from, any interests they might have as shareholders.

In considering the recommendation of the Allergan board of directors with respect to the Transaction Agreement, you should be aware that some of Allergan’s directors and executive officers have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. These interests include the vesting of equity awards and payment of severance benefits upon certain qualifying terminations of employment during a specified period following a change in control of Allergan, eligibility to receive transaction-related retention awards, the extension of the Chief Executive Officer’s employment agreement on the same terms as in effect under his current employment agreement, dated as of August 3, 2015, and rights to ongoing indemnification and insurance coverage. These interests, among others, may have an influence on the decision of the directors and executive officers of Allergan with respect to the scheme and any additional proposals being presented at the extraordinary general meeting. For more information, including the assumptions used to estimate the value of such interests, please see “ The Transaction—Interests of Certain Persons in the Transaction ” beginning on page 61. You should consider these interests in connection with your vote on the related proposals.

The opinion of Allergan’s financial advisor was based on the financial advisor’s financial analysis and considered factors such as market and other conditions then in effect, and financial forecasts and other information made available to the financial advisor, as of the date of the opinion.

The opinion rendered for the benefit of the Allergan board of directors by J.P. Morgan was provided in connection with, and at the time of, the evaluation of the transaction and the Transaction Agreement by the

21

Allergan board of directors. The opinion was based on the financial, economic, market and other conditions as in effect on, and the information made available to J.P. Morgan, as of the date of the opinion. Events occurring after the date of the opinion may affect the opinion and the assumptions used in preparing it. The Allergan board of directors has not obtained an updated opinion as of the date of this proxy statement from J.P. Morgan, and the Allergan board of directors does not expect to obtain an updated opinion prior to completion of the transaction. J.P. Morgan does not assume any obligation to update, revise or reaffirm its opinion. Changes in the operations and prospects of AbbVie or Allergan, general market and economic conditions and other factors that may be beyond the control of Allergan, and on which the opinion was based, may have altered the value of AbbVie or Allergan or the prices of Allergan ordinary shares or AbbVie common stock since the date of the opinion, or may alter such values and prices by the time the transaction is completed and, therefore, the opinion does not address the fairness of the scheme consideration from a financial point of view at the effective time. The opinion does not speak as of any date other than the date of the opinion. For a description of the opinion that J.P. Morgan rendered to the Allergan board of directors, please refer to “ The Transaction—Opinion of J.P. Morgan Securities LLC ” beginning on page 49.

The financial forecasts are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts included under the section “ The Transaction—Allergan Unaudited Prospective Financial Information ” were based on assumptions of, and information available to, Allergan’s management when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond Allergan’s control and may not be realized. Many factors mentioned in this proxy statement, including the risks outlined in this “ Risk Factors ” section and the events or circumstances described under “ Cautionary Statement Regarding Forward-Looking Statements ,” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from the estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Allergan’s financial estimates set forth in the forecasts included under the sections “ The Transaction—Allergan Unaudited Prospective Financial Information ” were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and Allergan does not undertake any obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. Neither Allergan’s independent accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to Allergan’s prospective financial information included under the section “ The Transaction—Allergan Unaudited Prospective Financial Information ,” nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, such prospective financial information. The audit reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement and should not be read to do so. See “ The Transaction—Allergan Unaudited Prospective Financial Information ” beginning on page 57 for more information.

Allergan shareholders will have a reduced ownership and voting interest after the transaction and will exercise less influence over management.

AbbVie will issue new shares of AbbVie common stock to Allergan shareholders in the transaction. Immediately following the completion of the transaction, current Allergan shareholders are expected to hold approximately seventeen percent (17%) of the outstanding shares of AbbVie common stock on a fully diluted basis. Allergan shareholders currently have the right to vote for their directors and on other matters affecting

22

Allergan. Following completion of the transaction, the AbbVie common stock that each holder of Allergan ordinary shares receives in exchange for its Allergan ordinary shares will represent a percentage ownership of AbbVie that is smaller than the Allergan shareholders’ percentage ownership of Allergan before the effective time. As a result of this reduced ownership percentage, Allergan shareholders will have less influence on the management and policies of the combined company than they have as to Allergan prior to the transaction.

The shares of AbbVie common stock to be received by Allergan shareholders upon completion of the acquisition carry different rights than Allergan ordinary shares.

Upon completion of the acquisition, Allergan shareholders will no longer be shareholders of Allergan, but will instead become stockholders of AbbVie, and their rights as AbbVie stockholders will be governed by the terms of AbbVie’s amended and restated certificate of incorporation, as it may be amended from time to time, and AbbVie’s amended and restated by-laws, as they may be amended from time to time. The terms of AbbVie’s amended and restated certificate of incorporation and AbbVie’s amended and restated by-laws are in some respects materially different than the terms of Allergan’s amended and restated memorandum and articles of association, which currently govern the rights of Allergan shareholders. See “ Description of AbbVie Capital Stock ” and “ Comparison of the Rights of AbbVie Stockholders and Allergan Shareholders ” beginning on pages 116 and 120 respectively of this proxy statement for a discussion of the different rights associated with Allergan ordinary shares and shares of AbbVie common stock.

While the transaction is pending, Allergan will be subject to business uncertainties related to its relationships with employees, customers and suppliers, which could adversely affect Allergan’s business and operations.

Uncertainty about the effect of the transaction on employees, customers and suppliers may have an adverse effect on Allergan. These uncertainties may impair Allergan’s ability to attract, retain and motivate key personnel until the transaction is consummated and for a period of time thereafter, and could cause customers, suppliers and others who deal with Allergan to seek to change or terminate existing business relationships with Allergan. Employee retention may be particularly challenging during the pendency of the transaction because employees may experience uncertainty about their future roles with the combined company. If, despite Allergan’s retention efforts, key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, the combined company’s business could be harmed and its ability to realize the anticipated benefits of the transaction could be adversely affected.

While the transaction is pending, Allergan will be subject to contractual restrictions, which could adversely affect Allergan’s business and operations.

Under the terms of the Transaction Agreement, Allergan is also subject to certain restrictions on the conduct of its business prior to completing the transaction, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into contracts or incur capital expenditures to grow its business. Such limitations could negatively affect Allergan’s businesses and operations prior to the completion of the transaction. Furthermore, the process of planning to integrate two businesses and organizations for the post-transaction period can divert management attention and resources and could ultimately have an adverse effect on Allergan.

Risks Relating to the Combined Company Following the Transaction

If completed, the transaction may not achieve its intended results.

Allergan and AbbVie entered into the Transaction Agreement with the expectation that the transaction will result in various benefits, including, among other things, synergies at the combined company, a comprehensive product portfolio, diversified growth profile and broad geographic reach. Achieving the anticipated benefits of

23

the transaction is subject to a number of uncertainties, including whether the businesses of AbbVie and Allergan can be integrated in an efficient and effective manner. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect the combined company’s future business, financial condition, operating results and cash flows.

Allergan and AbbVie may be unable to successfully integrate their operations. Failure to successfully integrate the businesses of Allergan and AbbVie in the expected timeframe may adversely affect the future results of the combined organization, and, consequently, the value of the shares of AbbVie common stock that Allergan shareholders receive as the transaction consideration.

It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each company’s ongoing businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the combined company’s ability to achieve the anticipated benefits of the transaction. The combined company’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur prior to the completion of the transaction. The companies may have difficulty addressing possible differences in corporate cultures and management philosophies. The integration process is subject to a number of uncertainties, and no assurance can be given that the anticipated benefits will be realized or, if realized, the timing of their realization.

Allergan and AbbVie will incur substantial transaction fees and costs in connection with the transaction.

Allergan and AbbVie expect to incur a number of non-recurring substantial transaction-related costs associated with completing the transaction, combining the operations of the two organizations and achieving desired synergies. These fees and costs will be substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, retention, severance, change in control and other integration-related costs, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of the businesses of Allergan and AbbVie. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time. Thus, any net benefit may not be achieved in the near term, the long term or at all.

The pro forma financial statements included in this proxy statement are based on various assumptions that may not prove to be correct, and they are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the transaction.

The pro forma financial statements contained in this proxy statement are based on various adjustments, assumptions and preliminary estimates and may not be an indication of the combined company’s financial condition or results of operations following the transaction for several reasons. See “ Summary Unaudited Pro Forma Financial Data ” beginning on page 29. The actual financial condition and results of operations of the combined company following the transaction may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the transaction.

Following the transaction, the combined company will have a substantial amount of debt, which could adversely affect its business, financial condition or results of operations and prevent it from fulfilling its debt-related obligations.

Following the transaction, the combined company will have a substantial amount of debt. The combined company’s substantial debt could adversely affect it in a number of ways including but not limited to making it more difficult for the combined company to satisfy its obligations with respect to its debt or to its trade or other

24

creditors and requiring a substantial portion of the combined company’s cash flows from operations and the proceeds of any capital markets offerings or loan borrowings for the payment of interest on the combined company’s debt. If the combined company cannot service its indebtedness, it may have to take actions such as selling assets, seeking additional debt or equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances.

Certain Allergan agreements may contain change of control provisions that may be triggered by the transaction and, if not waived, could cause the combined company to lose the benefit of such agreements and incur liabilities and/or replacement costs, which could have an adverse effect on the combined company.

Allergan is party to, or may become party to after the date hereof, various agreements with third parties, including, among other agreements, certain license agreements, collaboration agreements, business development-related agreements, production and distribution related agreements, financing facilities, hedging arrangements, contracts for the performance of services material to the operations of Allergan and/or its affiliates and employment agreements that may contain change of control provisions that may be triggered upon the completion of the transaction. In the event that there is such a contract or arrangement requiring a consent or waiver in relation to the transaction, for which such consent or waiver was not obtained, the combined company could lose the benefit of the underlying agreement and incur liabilities or replacement costs, which could have an adverse effect on the operations of the combined company.

25

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF ABBVIE

The following table sets forth summary financial information for AbbVie as of and for the years ended December 31, 2018, 2017 and 2016 are derived from its audited consolidated financial statements as of and for the years ended December 31, 2018, 2017 and 2016. The summary interim financial information for the six months ended June 30, 2019 and June 30, 2018 has been derived from AbbVie’s unaudited condensed consolidated financial statements and includes, in the opinion of AbbVie’s management, all normal and recurring adjustments necessary for a fair statement of the financial information. The results for the six-month period do not necessarily indicate the results to be expected for the full year. You should read the following information in conjunction with AbbVie’s consolidated financial statements and related notes and other financial information incorporated by reference in this proxy statement. Historical results are not necessarily indicative of any results to be expected in the future. See “ Where You Can Find More Information ” beginning on page 149.

26

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF ALLERGAN

The following table sets forth summary financial information for Allergan as of and for the years ended December 31, 2018, 2017 and 2016 are derived from its audited consolidated financial statements as of and for the years ended December 31, 2018, 2017 and 2016. The summary interim financial information for the six months ended June 30, 2019 and June 30, 2018 has been derived from Allergan’s unaudited condensed consolidated financial statements and includes, in the opinion of Allergan’s management, all normal and recurring adjustments necessary for a fair statement of the financial information. The results for the six-month period do not necessarily indicate the results to be expected for the full year. You should read the following information in conjunction with Allergan’s consolidated financial statements and related notes and other financial information incorporated by reference in this proxy statement. Historical results are not necessarily indicative of any results to be expected in the future. See “ Where You Can Find More Information ” beginning on page 149.

27

28

SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA

The following selected unaudited pro forma financial data (“Selected Pro Forma Data”) give effect to the acquisition. The Selected Pro Forma Data have been prepared using the acquisition method of accounting under U.S. GAAP under which the assets and liabilities of Allergan are recorded by AbbVie at their respective fair values as of the date the acquisition is completed. The selected unaudited pro forma condensed combined balance sheet data as of June 30, 2019 give effect to the acquisition as if it had occurred on June 30, 2019. The selected unaudited pro forma condensed combined statements of earnings for the year ended December 31, 2018 and for the six months ended June 30, 2019 give effect to AbbVie’s results of operations as if the acquisition occurred on January 1, 2018. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of earnings, are expected to have a continuing impact on the consolidated results.

The Selected Pro Forma Data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of AbbVie appearing elsewhere in this proxy statement and the accompanying notes to the pro forma statements. In addition, the pro forma statements were based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of both AbbVie and Allergan for the applicable periods, which have been incorporated in this proxy statement by reference. See the sections captioned “ Where You Can Find More Information ” and “ Unaudited Pro Forma Condensed Combined Financial Information ” beginning on pages 148 and 101 respectively in this proxy statement for additional information. The Selected Pro Forma Data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the acquisition been completed as of the dates indicated. In addition, the Selected Pro Forma Data do not purport to project the future financial position or operating results of the combined company. Also, as explained in more detail in the accompanying notes to the pro forma statements, the preliminary fair values of assets acquired and liabilities assumed reflected in the Selected Pro Forma Data are subject to adjustment and may vary significantly from the fair values that will be recorded upon completion of the acquisition. The Selected Pro Forma Data was prepared by AbbVie management and not prepared or approved by Allergan.

29

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated into it by reference contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning AbbVie, Allergan, the acquisition and the other transactions contemplated by the Transaction Agreement that involve risks and uncertainties. All statements, trend analyses and other information contained herein about the markets for the services and products of AbbVie and Allergan and future trends, plans, events, results of operations or financial conditions, as well as other statements identified by the use of forward-looking terminology, including “anticipate,” “believe,” “plan,” “could,” “estimate,” “expect,” “goal,” “forecast,” “guidance,” “predict,” “project,” “intend,” “may,” “will,” “would,” “should,” “continue,” “pursue,” “possible,” “potential” or the negative of these terms or other similar words, phrases or expressions, constitute forward-looking statements. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results, the ability to generate sales, income or cash flow, to realize cost savings or other benefits associated with the transaction or to pay dividends or repurchase shares are forward-looking statements. These forward-looking statements are not historical facts but instead represent only AbbVie’s and Allergan’s expectations, estimates and projections regarding future events, based on current beliefs of management, as well as assumptions made by, and information currently available to, management. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict, many of which are outside the control of AbbVie and Allergan, which may include the risk factors set forth above and other market, business, legal and operational uncertainties discussed elsewhere in this proxy statement and the documents which are incorporated herein by reference. Those uncertainties include, but are not limited to:

30

31

The above list of factors is not exhaustive. You should carefully consider the factors and the other risks and uncertainties that affect our businesses described herein and in AbbVie’s and Allergan’s most recent Annual Reports on Form 10-K and other documents filed from time to time with the SEC or incorporated herein by reference.

32

PART 1—THE TRANSACTION AND THE SPECIAL MEETINGS

THE SPECIAL MEETINGS OF ALLERGAN’S SHAREHOLDERS

Overview

This proxy statement is being provided to Allergan shareholders as part of a solicitation of proxies by the Allergan board of directors (excluding Thomas C. Freyman due to his ownership of AbbVie shares) for use at the special meetings of Allergan shareholders referred to below and at any adjournments of such meetings. For the purposes of this proxy statement, each reference to the Allergan board of directors (or any meeting thereof) is intended to refer to that board or meeting without any participation, recommendation or solicitation, as the case may be, by Mr. Freyman who has recused himself from such participation, recommendation or solicitation. This proxy statement is being furnished to Allergan shareholders on or about [                    ], 2019. This proxy statement provides Allergan shareholders with information they need to be able to vote or instruct their vote to be cast at the special meetings.

Date, Time and Place of the Special Meetings

A special Court-ordered meeting of Allergan shareholders has been convened for [                    ] at [                    ] local time, at [                    ]. Allergan has also convened an extraordinary general meeting of shareholders on [                    ] at [                    ] local time, at [                    ], or, if the special Court-ordered meeting has not concluded by [                    ] local time, as soon as possible after the conclusion or adjournment of the special Court-ordered meeting.

Attendance

Attendance at the special Court-ordered meeting and the extraordinary general meeting is limited to Allergan shareholders on the Allergan record date. Please indicate on the proxy cards if you plan to attend the special meetings. If your shares are held through a bank, broker or other nominee, and you would like to attend, please write to Allergan plc, Corporate Secretary, Clonshaugh Business and Technology Park, Coolock, Dublin, D17 E400, Ireland, or bring to the applicable meeting a statement or a letter from the bank, broker or other nominee confirming beneficial ownership of the Allergan shares as of the Allergan record date for the meetings. Any beneficial holder who plans to vote at either meeting must obtain a legal proxy from his or her bank, broker or other nominee and should contact such bank, broker or other nominee for instructions on how to obtain a legal proxy. Each Allergan shareholder may be asked to provide a valid picture identification, such as a driver’s license or passport and proof of ownership as of the Allergan record date. The use of cell phones, smartphones, pagers, recording and photographic equipment will not be permitted in the meeting rooms.

Proposals

Special Court-Ordered Meeting : Allergan shareholders (excluding AbbVie or any of its affiliates, to the extent they hold Allergan ordinary shares) are being asked to consider and vote on a proposal at the special Court-ordered meeting to approve the scheme of arrangement.

Extraordinary General Meeting : Allergan shareholders (including AbbVie and any of its affiliates, to the extent they hold Allergan ordinary shares) are also being asked to consider and vote on a proposal at the extraordinary general meeting to approve the scheme of arrangement, in addition to certain other proposals as set forth in the resolutions described below.

The first three resolutions relate to the approval of the scheme of arrangement and of actions required to be taken in connection with the scheme—specifically, both the cancellation of the shares of Allergan that are not already owned by AbbVie or its affiliates and the subsequent allotment and issuance of new shares of Allergan to Acquirer Sub and/or its nominee(s) in exchange for the scheme consideration. The fourth resolution also relates

33

to the scheme of arrangement and would ensure that the holders of any new ordinary shares of Allergan issued on or after the Voting Record Time (as defined in the scheme of arrangement) to persons other than Acquirer Sub or its nominees are acquired by Acquirer Sub or its nominees for the scheme consideration. The acquisition is conditioned on approval of resolutions 1 through 4.

The acquisition is not conditioned on approval of the remaining resolutions.

Record Date; Outstanding Ordinary Shares; Ordinary Shares Entitled to Vote

Only holders of Allergan ordinary shares as of [                    ] (Eastern Time in the U.S.) on [                    ], 2019, the record date for the special meetings, will be entitled to notice of, and to vote at the special meetings or any adjournments thereof. On the Allergan record date, there were [                    ] Allergan ordinary shares outstanding, held by [                    ] holders of record. Each outstanding Allergan ordinary share (including AbbVie and any of its affiliates, to the extent they hold Allergan ordinary shares) is entitled to one vote on each proposal and any other matter properly coming before the special meetings.

Quorum

Two or more holders of Allergan ordinary shares outstanding, present in person or by proxy, entitling them to exercise a majority of the voting power of Allergan on the Allergan record date will constitute a quorum for each of the special meetings. Allergan does not currently hold any ordinary shares in treasury; such shares would not be included in the calculation of the number of ordinary shares present at the special meetings for the purposes of determining a quorum. Allergan’s inspector of election intends to treat as “present” for these purposes shareholders who have submitted properly executed or transmitted proxies that are marked “abstain.” The inspector will also treat as “present” shares held in “street name” by brokers that are voted on at least one proposal to come before the meeting.

representing approximately [                    ] percent ([    ]%) of the Allergan ordinary shares then outstanding and entitled to vote at the special Court-ordered meeting and approximately [    ]% of the Allergan ordinary shares then outstanding and entitled to vote at the extraordinary general meeting. The Allergan board of directors and executive officers who are shareholders of Allergan intend to vote “FOR” the scheme of arrangement at the special Court-ordered meeting, “FOR” the scheme of arrangement at the extraordinary general meeting, “FOR” the cancellation of any Allergan ordinary shares in issue at 11:59 p.m., Irish time, on the day before the Irish High Court hearing to sanction the scheme (excluding, in any case, any Allergan ordinary shares which are held from time to time by AbbVie, Acquirer Sub or any other subsidiary of AbbVie, if any), “FOR” the authorization of the directors of Allergan to allot and issue new Allergan shares, fully paid up, to Acquirer Sub and/or its nominee(s) in connection with effecting the scheme, “FOR” the amendment of the articles of association of Allergan so that any ordinary shares of Allergan that are issued on or after the Voting Record Time (as defined in the scheme of arrangement) to persons other than Acquirer Sub or its nominees will either be subject to the terms of the scheme or will be immediately and automatically acquired by Acquirer Sub and/or its nominee(s) for the scheme consideration, “FOR” the non-binding, advisory proposal approving specified compensatory arrangements between Allergan and its named executive officers, and “FOR” the proposal to approve any motion by the Chairman to adjourn the extraordinary general meeting, or any adjournments thereof, to another time and place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the extraordinary general meeting to approve the scheme of arrangement or the other resolutions set out above, other than the advisory vote on specified compensatory arrangements.

Vote Required; Recommendation of the Allergan Board of Directors

Special Court-Ordered Meeting

Proposal to approve the scheme of arrangement : Allergan shareholders are being asked to vote on a proposal to approve the scheme at both the special Court-ordered meeting and at the extraordinary general meeting. The vote required for such proposal is different at each of the meetings, however. As set out in full under the section entitled “ Part 2—Explanatory Statement—Consents and Special Meetings ” beginning on page 154, in order for the resolution at the special Court-ordered meeting to pass, those voting to approve the scheme must: (a) represent a simple majority (being more than fifty percent (50%)) in number of the Allergan shareholders of record as of the Voting Record Time, present and voting (in person or by proxy), and (b) represent three-fourths (seventy-five percent (75%)) or more in value of the Allergan ordinary shares held by such holders, as of the Voting Record Time, present and voting (in person or by proxy).

Because the vote required to approve the proposal at the special Court-ordered meeting is based on votes properly cast at the meeting, and because abstentions and broker non-votes are not considered votes properly cast, abstentions and broker non-votes, along with failures to vote, will have no effect on such proposal.

The acquisition is conditioned on approval of the scheme at the special Court-ordered meeting.

The Allergan board of directors recommends that Allergan shareholders vote “FOR” the proposal to approve the scheme of arrangement at the special Court-ordered meeting.

In considering the recommendation of the Allergan board of directors, you should be aware that certain directors and executive officers of Allergan have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. See “ The Transaction—Interests of Certain Persons in the Transaction ” beginning on page 61. In particular, Thomas C. Freyman is not participating in the recommendation of the Allergan board of directors due to Mr. Freyman’s shareholding of AbbVie.

35

At the extraordinary general meeting, the requisite approval of each of the resolutions depends on whether it is an “ordinary resolution” (resolutions 1, 3, 5 and 6), which requires the approval of at least a majority of the votes cast by the holders of Allergan ordinary shares present and voting, either in person or by proxy, or a “special resolution” (resolutions 2 and 4), which requires the approval of at least seventy-five percent (75%) of the votes cast by the holders of Allergan ordinary shares present and voting, either in person or by proxy.

For all the resolutions, because the votes required to approve such resolutions are based on votes properly cast at the extraordinary general meeting, and because abstentions and broker non-votes are not considered votes properly cast, abstentions and broker non-votes, along with failures to vote, will have no effect on the resolutions.

The Allergan board of directors recommends that Allergan shareholders vote “FOR” the proposals to approve each of the resolutions.

In considering the recommendations of the Allergan board of directors described above, you should be aware that certain directors and executive officers of Allergan have interests in the proposed transaction that are

36

in addition to, or different from, any interests they might have as shareholders. See “ The Transaction—Interests of Certain Persons in the Transaction ” beginning on page 61. In particular, Thomas C. Freyman is not participating in the recommendation of the Allergan board of directors as Mr. Freyman is regarded under Rule 3 of the Irish Takeover Rules as having a conflict of interest due to Mr. Freyman’s shareholding of AbbVie.

Voting Your Ordinary Shares

Allergan shareholders may vote by proxy or in person at each special meeting. Allergan recommends that you submit your proxy even if you plan to attend either or both special meeting. If you vote by proxy, you may change your vote, among other ways, if you attend and vote at either or both special meeting.

If you own shares in your own name, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.”

If you are an Allergan shareholder of record you may use the enclosed proxy cards to tell the persons named as proxies how to vote your shares. If you are an Allergan shareholder of record, the shares listed on your proxy cards will include, if applicable, shares held in a book-entry account at Computershare Trust Company, N.A., Allergan’s transfer agent.

If you properly complete, sign and date your proxy cards, your shares will be voted in accordance with your instructions. The named proxies will vote all shares at the meeting for which proxies have been properly submitted and not revoked. If you sign and return your proxy cards appointing the Chairman as your proxy but do not mark your cards to tell the proxy how to vote on a voting item, your shares will be voted in respect of such voting item at the discretion of the Chairman.

Allergan shareholders may also vote over the internet at www.proxyvote.com or by telephone at 1-800-690-6903 anytime up to 3:59 p.m. (Eastern Time in the U.S.) on the day immediately preceding each special meeting. Voting instructions are printed on the proxy cards or voting information form you received. Either method of submitting a proxy will enable your shares to be represented and voted at the special meetings. You may also hand your applicable completed and signed proxy card to the Chairman of the applicable special meeting before the start of the applicable special meeting.

Voting Ordinary Shares Held in Street Name

If your shares are held in an account through a bank, broker or other nominee, you must likewise instruct the bank, broker or other nominee how to vote your shares by following the instructions that the bank, broker or other nominee provides you along with this proxy statement. Your bank, broker or other nominee, as applicable, may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your bank, broker or other nominee.

If you do not provide a signed voting instruction form to your bank, broker or other nominee, your shares will not be voted on any proposal on which the bank, broker or other nominee does not have discretionary authority to vote. This is referred to in this proxy statement and in general as a broker non-vote. In these cases, the bank, broker or other nominee will not be able to vote your shares on those matters for which specific authorization is required. Brokers do not have discretionary authority to vote on any of the proposals at either special meeting.

Accordingly, if you fail to provide a signed voting instruction form to your bank, broker or other nominee, your shares held through such bank, broker or other nominee will not be voted at either special meeting.

37

Revoking Your Proxy

If you are an Allergan shareholder of record, you may revoke your proxy at any time before it is voted at the special Court-ordered meeting or at any time before your proxy is voted at the extraordinary general meeting by:

Attendance at either special meeting will not, in and of itself, revoke a proxy or change your voting instructions; you must vote by ballot at the applicable meeting to change your vote.

If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Costs of Solicitation

Allergan will bear the cost of soliciting proxies from its shareholders.

Allergan will solicit proxies by mail. In addition, the directors, officers and employees of Allergan may solicit proxies from its shareholders by telephone, electronic communication, or in person, but will not receive any additional compensation for their services. Allergan will make arrangements with brokerage houses and other custodians, nominees and fiduciaries for forwarding proxy solicitation material to the beneficial owners of Allergan ordinary shares held of record by those persons and will reimburse them for their reasonable out-of-pocket expenses incurred in forwarding such proxy solicitation materials.

Allergan has engaged a professional proxy solicitation firm MacKenzie Partners, to assist in soliciting proxies for a fee of approximately $75,000. In addition, Allergan will reimburse MacKenzie Partners for its reasonable disbursements.

Other Business

Allergan is not aware of any other business to be acted upon at the special meetings. If, however, other matters are properly brought before the special meetings, the proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the Allergan board of directors may recommend.

Adjournment

Any adjournment of the special Court-ordered meeting will result in an adjournment, as applicable, of the extraordinary general meeting.

Assistance

If you need assistance in completing your proxy cards or have questions regarding Allergan’s special meetings, please contact MacKenzie Partners, the proxy solicitation agent for Allergan, by mail at 1407 Broadway – 27th Floor, New York, New York 10018, by telephone at (800) 322-2885 (toll-free) or (212) 929-5500 (collect), or by email at proxy@mackenziepartners.com.

38

THE TRANSACTION

The Acquisition

On June 25, 2019, Allergan entered into the Transaction Agreement by and among Allergan, AbbVie and Acquirer Sub. Under the terms of the Transaction Agreement, Acquirer Sub will acquire Allergan pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “Act”) and a capital reduction under Sections 84 to 86 of the Act (collectively referred to as the “scheme” or “scheme of arrangement”). As a result of the scheme, Allergan will become a wholly owned subsidiary of AbbVie.

At the effective time, Allergan shareholders will be entitled to receive (i) $120.30 in cash and (ii) 0.8660 of a newly issued share of AbbVie common stock, in exchange for each Allergan ordinary share held by such Allergan shareholders. If the payment of the scheme consideration would result in the issuance of AbbVie common stock in excess of 19.99% of the aggregate shares of AbbVie common stock outstanding immediately prior to the completion (as reasonably determined by AbbVie) (referred to as the “share cap”), the exchange ratio of 0.8660 will be reduced by the smallest number (rounded to the nearest 0.0001) that causes the total number of shares of AbbVie common stock issuable in the acquisition to not exceed the share cap, and the cash consideration described above would then be increased by an amount in cash equal to that number multiplied by the ten (10) day volume-weighted average price of AbbVie common stock starting with the opening of trading on the eleventh (11th) trading day prior to the completion date to the closing of trading on the second-to-last trading day prior to the completion date.

Allergan equity awards will be treated as set forth in the Transaction Agreement, such that (i) each Allergan option and each Allergan restricted stock unit award that is outstanding immediately prior to the effective time will be substituted by AbbVie with a corresponding award relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such award and, if applicable, the exercise price applicable to such award, determined in accordance with the formulas set forth in the Transaction Agreement and (ii) each Allergan performance stock unit award that is outstanding as of immediately prior to the effective time will be substituted by AbbVie with an AbbVie restricted stock unit award that vests based on the holder’s continued service following the effective time and relates to a number of shares of AbbVie common stock determined in accordance with the formula set forth in the Transaction Agreement, in each case, as further described below.

At the effective time, each Allergan stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time, will be substituted by AbbVie with an AbbVie stock option (a “substituted AbbVie stock option”). The number of shares of AbbVie common stock subject to such substituted AbbVie stock option will equal (i) the number of Allergan ordinary shares (rounded down to the nearest whole share) subject to the Allergan stock option immediately prior to the effective time multiplied by (ii) the “equity award conversion ratio” (as defined below). The exercise price applicable to such substituted AbbVie stock option will equal (i) the exercise price of such Allergan stock option immediately prior to the effective time divided by (ii) the equity award conversion ratio (rounded up to the nearest whole cent).

“Allergan share awards” consist of Allergan restricted stock unit awards and Allergan performance stock unit awards. At the effective time, each Allergan share award that is outstanding immediately prior to the effective time will be substituted by AbbVie with an AbbVie restricted stock unit award (a “substituted AbbVie share award”). The number of shares of AbbVie common stock subject to such substituted AbbVie share award will equal (i) the number of Allergan ordinary shares (rounded up to the nearest whole share) subject to the Allergan share award immediately prior to the effective time multiplied by (ii) the equity award conversion ratio. Each Allergan performance stock unit award will be substituted by AbbVie with an AbbVie restricted stock unit award that vests based on the holder’s continued service (and not subject to satisfaction of any performance-based vesting conditions), and for any performance stock unit awards that were subject to performance-based vesting conditions on June 25, 2019, any applicable performance metrics will be deemed satisfied at one hundred thirty percent (130%) of target as of the effective time.

39

Following the effective time, the substituted AbbVie stock options and substituted AbbVie share awards will have the same terms and conditions (including, for any performance stock unit awards, the same time-based vesting conditions, but excluding any performance-based vesting conditions, as described above) as applied to the corresponding Allergan stock option or Allergan share award immediately prior to the effective time, except for immaterial administrative or ministerial changes that are not adverse to any holder other than in any de minimis respect.

The “equity award conversion ratio” is equal to the sum (rounded to the nearest one thousandth) of (i) the exchange ratio specified in the Transaction Agreement (currently 0.8660) and (ii) the quotient obtained by dividing (A) the per share cash consideration payable under the Transaction Agreement ($120.30) by (B) the volume-weighted average price of a share of AbbVie common stock for the ten (10) trading day period starting with the opening of trading on the eleventh (11th) trading day prior to the completion date to the closing of trading on the second to last trading day prior to the completion date.

AbbVie reserves the right, subject to the prior written approval of the Irish Takeover Panel (if required), to effect the acquisition by way of a takeover offer, as an alternative to the scheme, in the circumstances described in and subject to the terms of the Transaction Agreement. In such event, such takeover offer will be implemented on terms and conditions that are at least as favorable to Allergan shareholders and equity award holders (except for an acceptance condition set at eighty percent (80%) of the nominal value of the Allergan shares to which such offer relates and which are not already beneficially owned by AbbVie) as those which would apply in relation to the scheme, among other requirements.

Background of the Transaction

The Allergan board of directors and Allergan management have, on an ongoing basis, considered the long-term strategy of Allergan and strategic opportunities that might be available to it to enhance shareholder value, including investments in new growth opportunities, potential acquisitions, the possible sale of Allergan and/or a potential spin-off of certain of Allergan’s businesses.

On March 13, 2019, Mr. Richard A. Gonzalez, Chairman and Chief Executive Officer of AbbVie, called Mr. Brenton L. Saunders, Chairman, President and Chief Executive Officer of Allergan, to discuss market speculation regarding a variety of potential strategic opportunities Allergan may be considering. Mr. Gonzalez indicated that if Allergan were to become interested in exploring a strategic transaction, AbbVie may be interested in discussing a possible strategic relationship between Allergan and AbbVie.

On April 22, 2019, Mr. Gonzalez and Mr. Saunders met in person. Mr. Gonzalez noted to Mr. Saunders that AbbVie may be interested in exploring a possible acquisition of Allergan, but Mr. Gonzalez did not make a proposal.

On May 1, 2019, at a regularly scheduled meeting of the Allergan board of directors, Mr. Saunders apprised the directors of his discussions with Mr. Gonzalez. The Allergan board of directors expressed interest in exploring the possibility of a transaction with AbbVie and authorized the management of Allergan to engage in further discussions with AbbVie, and proposed that Mr. Saunders update the Mergers and Acquisitions Committee of the Allergan board of directors (the “M&A Committee”), comprised of Robert J. Hugin as Chairman, Christopher J. Coughlin, Thomas C. Freyman and Michael E. Greenberg, PhD (which had previously been formed to provide focused oversight on mergers, acquisitions, divestitures and other transactions), on further discussions and developments with respect to a potential transaction with AbbVie until such time as the discussions advance to require input from the Allergan board of directors.

On May 3, 2019, Mr. Saunders contacted Mr. Gonzalez to continue the discussion regarding a possible acquisition of Allergan by AbbVie. Over the next few weeks, Messrs. Gonzalez and Saunders engaged in a series of telephonic discussions to consider the possible timing and logistics for negotiating such a transaction, and the

40

possible signing of a confidentiality agreement in the future, although price was not discussed. Mr. Saunders and Mr. Gonzalez agreed to plan to meet later in the month.

On May 9 and May 15, 2019, the M&A Committee held special telephonic information sessions during which Mr. Saunders updated the M&A Committee on his continuing discussions with Mr. Gonzalez. Mr. Saunders informed the M&A Committee that he and Mr. Gonzalez agreed to meet later in the month, at which point Mr. Saunders anticipated that Mr. Gonzalez would be in a position to make a proposal.

On May 28, 2019, Mr. Gonzalez and Mr. Saunders met in person. During the meeting, Mr. Gonzalez indicated to Mr. Saunders that, among other strategic alternatives AbbVie was considering, AbbVie may be interested in pursuing an acquisition of Allergan at a price in the range of $174 – 178.50 per Allergan share, representing a premium of 28 – 32% to Allergan’s then-market value, with approximately two-thirds of the consideration in cash and one-third of the consideration in AbbVie shares. Mr. Gonzalez also expressed a desire to move quickly and to promptly commence due diligence. Mr. Saunders informed Mr. Gonzalez that the Allergan board of directors was unlikely to be interested in a transaction at that price, but may be interested in a transaction at a higher price. Mr. Gonzalez expressed that AbbVie would be open to revisiting the issue upon completion of diligence.

The M&A Committee held a special telephonic information session on May 29, 2019. At this session, Mr. Saunders updated the M&A Committee on his meeting with Mr. Gonzalez on May 28, 2019 and his plan to continue to have discussions with AbbVie to explore the possibility of receiving an improved offer. Mr. Saunders also updated the M&A Committee that the Company had been working with J.P. Morgan Securities LLC (“J.P. Morgan”) to help consider whether there was a potential transaction with AbbVie that could be beneficial to holders of Allergan ordinary shares and also that the Company had been working with Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) to consider certain legal questions regarding a potential transaction. Following discussion, Mr. Saunders also advised the M&A Committee that he would schedule an update call to discuss the AbbVie proposal with the entire Allergan board of directors.

On May 30, 2019, Mr. Gonzalez and Mr. Saunders spoke by telephone about next steps in exploring a possible transaction, including the proposed entry into a mutual confidentiality agreement and a proposed mutual due diligence plan.

Later on May 30, 2019, Allergan and AbbVie entered into a mutual confidentiality agreement. Following the execution of the confidentiality agreement and through the execution of the Transaction Agreement on June 25, 2019, representatives of AbbVie and Allergan (including their respective advisors) conducted due diligence on Allergan and AbbVie, respectively.

On June 2, 2019, the Allergan board of directors held a special telephonic meeting. Mr. Saunders described for the Allergan board of directors the conversations to date with AbbVie and discussed the possibility of progressing negotiations with AbbVie in connection with a possible acquisition. At this meeting, members of management reviewed with the Allergan board of directors the proposed mutual due diligence plan. The Allergan board of directors requested that Mr. Saunders continue to keep the Allergan board of directors apprised, either directly or via the M&A Committee, of further discussions and developments with respect to a potential transaction with AbbVie.

Later on June 2, 2019, Mr. Gonzalez and Mr. Saunders spoke by telephone, and on June 3, 2019, Mr. Gonzalez and Mr. Saunders met in person, to discuss the next steps in exploring a possible acquisition by AbbVie of Allergan. Mr. Saunders and Mr. Gonzalez agreed to plan to meet on June 7, 2019 to discuss further. During the week of June 3, 2019, members of the AbbVie and Allergan management teams met in person. During these meetings, members of Allergan management presented to AbbVie’s management team information concerning, among other things, Allergan’s internal management structure, portfolio, business strategy, product pipeline, various financial metrics and financial outlook and Allergan’s perspective as to the strategic rationale for AbbVie’s potential acquisition of Allergan.

41

On June 4, 2019, the M&A Committee held a special telephonic information session, also attended by representatives of Wachtell Lipton and members of Allergan management. At this session, the M&A Committee received an update from Mr. Saunders on the status of the due diligence process with AbbVie. The M&A Committee also noted that an update session with the entire Allergan board of directors in the next week with presentations by J.P. Morgan would be appropriate and provided guidance to management on the analyses that the entire Allergan board of directors would find most useful.

On June 7, 2019, Mr. Gonzalez and Mr. Saunders met in person and discussed various matters relating to a possible transaction, including potential synergies, the business strategy of the combined company and the structure and timing of a possible transaction. At this meeting, Mr. Gonzalez updated Mr. Saunders on the preliminary findings of AbbVie’s due diligence process and noted that AbbVie would be interested in pursuing an acquisition at an implied price of $184.00 per Allergan share (with approximately two-thirds of the consideration in cash and one-third of the consideration in AbbVie shares), subject to satisfactory completion of due diligence, negotiation of mutually acceptable definitive written agreements and receipt of board approvals from both companies. During this discussion, Mr. Saunders requested that AbbVie offer a higher price so that Mr. Saunders could then present a revised proposal to the Allergan board of directors. On June 8, 2019, Mr. Gonzalez reiterated that the current proposal was still $184.00, but conveyed to Mr. Saunders that, subject to further discussions with the AbbVie board of directors and the results of ongoing due diligence, AbbVie might be able to reach an implied price of $186.00 per Allergan share (consisting of the same cash-stock mix).

On June 9, 2019 the Allergan board of directors held a special telephonic meeting, also attended by representatives of Wachtell Lipton. All members of the Allergan board of directors were present except for Thomas C. Freyman, who recused himself from this and all subsequent meetings and information sessions regarding a potential transaction with AbbVie in light of his ownership of AbbVie shares (which fact had previously been disclosed to the Allergan board of directors). For purposes of the remainder of this section, each reference to the Allergan board of directors (or any information session or meeting thereof) is intended to refer to that board, information session or meeting without any participation by Mr. Freyman who on and after such time did not participate in such information sessions, board meetings and deliberations as a result of his recusal. Mr. Saunders updated the Allergan board of directors on his discussions with the AbbVie management team, including that AbbVie had indicated the possibility of increasing its offer to an implied price of $186.00 per Allergan share (with approximately two-thirds of the consideration in cash and one-third of the consideration in AbbVie shares). A discussion ensued regarding valuation and the presentations that were expected to be made by management and J.P. Morgan at a special in-person meeting scheduled for June 11. At the conclusion of the meeting, the Allergan board of directors noted that Allergan management and Allergan’s advisors should continue discussions and negotiations with AbbVie with a view to obtaining a higher valuation, and requested that Mr. Saunders continue to keep the Allergan board of directors apprised of further discussions and developments with respect to a potential transaction with AbbVie.

On June 11, 2019, the Allergan board of directors held a special board meeting attended in person or telephonically by members of the Allergan board of directors, members of Allergan management, and representatives of Wachtell Lipton and J.P. Morgan. Mr. Saunders and other members of Allergan management reviewed with the Allergan board of directors the latest management projections, which illustrated the views of Allergan’s management regarding a plausible range of outcomes for Allergan’s business. Also during this meeting, representatives of J.P. Morgan provided an update on recent M&A activity in the healthcare industry and an overview of AbbVie. In addition, representatives of J.P. Morgan reviewed with the Allergan board of directors certain preliminary analyses with respect to a potential combination with AbbVie. In addition, representatives of J.P. Morgan reviewed with the Allergan board of directors key metrics for evaluating a potential proposal from AbbVie. Representatives of Wachtell Lipton also discussed with the Allergan board of directors an overview of the duties of directors in the context of the proposed transaction with AbbVie. Detailed discussions ensued throughout this meeting, between management, the directors and the advisers present, including with respect to alternative strategic options that Allergan might consider, such as a spin-off of certain of its businesses and whether there may be other potential parties interested in acquiring Allergan that should be

42

contacted prior to Allergan entering into any definitive agreement with AbbVie. The Allergan board of directors also discussed, as a means to obtain a higher valuation from AbbVie, whether a contingent value right concept would be appropriate. At the conclusion of the meeting, the Allergan board of directors instructed Allergan management and Allergan’s advisors to continue discussions and negotiations with AbbVie to determine the best price that AbbVie might offer and requested that Mr. Saunders continue to keep the Allergan board of directors apprised of further discussions and developments with respect to a potential transaction with AbbVie.

Following the meeting of the Allergan board of directors, on June 11, 2019, Mr. Saunders called Mr. Gonzalez to discuss the potential transaction. Mr. Saunders noted that AbbVie would need to revise its offer again in order for the Allergan board of directors to support a transaction, and suggested that a contingent value right concept could bridge the gap. On June 12, 2019, Mr. Gonzalez called Mr. Saunders and rejected the contingent value right approach but relayed an updated final proposal to Mr. Saunders conditioned on AbbVie receiving assurances from credit rating agencies that AbbVie would maintain its investment grade rating. The final proposal was for an implied price of $188.00 per Allergan share, consisting of approximately two-thirds in cash and one-third in AbbVie shares and fixing the value of AbbVie stock for purposes of the exchange ratio at $78.17, the closing price of AbbVie stock on June 11. Mr. Gonzalez said that this was the highest price that AbbVie would be prepared to offer. Mr. Gonzalez noted that AbbVie intended to begin contacting the credit rating agencies on June 13, 2019 and that he would provide Mr. Saunders with an update following the regularly scheduled meeting of the AbbVie board of directors on June 19 – 20, 2019. Mr. Gonzalez also said that if Allergan agreed to proceed with a transaction, AbbVie would invite two of Allergan’s current directors (Mr. Saunders and a second director) to join an expanded AbbVie board of directors following the closing of the transaction.

On June 10 and June 12, 2019, representatives of Kirkland & Ellis LLP (“Kirkland & Ellis”), AbbVie’s legal advisor in connection with the transaction, discussed with representatives of Wachtell Lipton the process of negotiating and documenting a possible transaction, including requirements of the Irish Takeover Rules.

On June 13, 2019, Mr. Saunders and Mr. Gonzalez discussed the transaction, including timing and process of reaching agreement, as well as the implied premium to the then-current Allergan stock price.

Also on June 13, 2019, Kirkland & Ellis sent Wachtell Lipton initial drafts of the proposed transaction agreement, expenses reimbursement agreement and conditions to the consummation of the proposed transaction (referred to as the “Conditions Appendix”).

On June 16, 2019, the Allergan board of directors held a special telephonic meeting, attended by members of Allergan management and representatives of Wachtell Lipton. Mr. Saunders updated the Allergan board of directors on the status of the potential transaction and the discussions with the AbbVie management team. Following extensive discussion by the Allergan board of directors of the proposed terms, the Allergan board unanimously agreed that Allergan management and Allergan’s advisors should continue to progress the transaction, including negotiation of other terms, completion of due diligence and preparation for a public announcement.

On June 17, 2019, Mr. Saunders provided Mr. Gonzalez with an update on the Allergan board meeting and discussed the process of reaching agreement with respect to the transaction.

Also on June 17, 2019, Wachtell Lipton delivered to Kirkland & Ellis revised drafts of the transaction agreement, the expenses reimbursement agreement and the Conditions Appendix. Over the course of the subsequent days, the parties and their respective advisors, including their respective Irish co-counsel, negotiated and exchanged drafts of these and other transaction-related documents. The negotiations primarily focused on issues relating to the conditionality of the consummation of the transaction, covenants and closing conditions with respect to regulatory approvals and the implications if regulatory approvals could not be obtained, the definition of “material adverse effect,” the circumstances in which Allergan would be required to reimburse

43

AbbVie for its expenses (subject to the one percent (1%) limit under Irish law as described elsewhere in this proxy statement), the treatment of equity awards and other employee compensation and benefits matters, provisions regarding Allergan’s ability to change its recommendation in favor of the transaction, provisions restricting the solicitation of alternative transaction proposals, the grounds for terminating the transaction agreement, and the interim operating covenants of Allergan pending the consummation of the transaction. Also during this process, the parties stayed in contact with the Irish Takeover Panel and raised issues with and received responses from the Irish Takeover Panel.

In addition to the negotiation of the transaction documentation, during the week of June 17, 2019, representatives of AbbVie and Allergan held numerous discussions regarding certain due diligence matters with respect to Allergan and AbbVie.

On June 20, 2019, Mr. Gonzalez and Mr. Saunders spoke again regarding the timing and process of reaching agreement with respect to the transaction. Mr. Gonzalez updated Mr. Saunders on the results of the meeting of the AbbVie board of directors, including that the AbbVie board of directors was supportive of the potential transaction. Mr. Gonzalez and Mr. Saunders concurred as to the importance of completing the process expeditiously, including because under the Irish Takeover Rules a leak could require premature public disclosure of the parties’ discussions, and agreed that the parties should work towards an announcement on the morning of June 25. Between June 20 and June 23, 2019, Mr. Gonzalez and Mr. Saunders had several conversations to resolve the final remaining open issues in the draft transaction agreement.

On June 23, 2019, the Allergan board of directors held a meeting in Shannon, Ireland, attended by members of Allergan management and representatives of Wachtell Lipton, Arthur Cox, and J.P. Morgan to consider the proposed terms and documentation for the proposed acquisition of Allergan by AbbVie. Mr. Saunders summarized for the Allergan board of directors the discussions with AbbVie and AbbVie’s advisors during the past two weeks and members of senior management of Allergan reviewed with the Allergan board of directors AbbVie’s due diligence process, Allergan’s reverse due diligence effort and the procedures undertaken by Allergan in connection with the proposed transaction. Representatives of Wachtell Lipton and Arthur Cox discussed with the Allergan board of directors an overview of the duties of directors and the Irish Takeover Rules in the context of the proposed transaction with AbbVie. In addition, a representative of Arthur Cox described to the Allergan board of directors the substance of the announcement required pursuant to Rule 2.5 of the Irish Takeover Rules in connection with the proposed transaction. Following this, representatives of J.P. Morgan reviewed for the Allergan board of directors their financial analysis of the proposed transaction. A discussion by the Allergan board of directors with respect to the proposed transaction, as well as alternatives to it ensued and members of Allergan management and representatives of J.P. Morgan, Wachtell Lipton and Arthur Cox responded to comments and questions from the Allergan board of directors. Following discussion, J.P. Morgan conveyed to the Allergan board of directors that J.P. Morgan expected to be able to deliver, on June 24, 2019, its opinion that the consideration to be paid to holders of Allergan ordinary shares was fair, from a financial point of view, to such Allergan shareholders, assuming that the definitive Transaction Agreement and the expenses reimbursement agreement would not differ in any material respects from the drafts thereof furnished to J.P. Morgan and that no material developments would occur prior to the delivery of the opinion that would have an adverse effect on J.P. Morgan’s financial analyses or opinion. J.P. Morgan’s opinion is more fully described under the caption “ The Transaction—Opinion of J.P. Morgan Securities LLC ” beginning on page 49 and the full text of the written opinion of J.P. Morgan, which sets forth the assumptions and limitations in such opinion, is attached as Annex D hereto. Representatives of Wachtell Lipton then summarized the key terms of the proposed transaction agreement, the expenses reimbursement agreement and the Conditions Appendix, which were summarized in writing in advance of the meeting, and also reviewed the regulatory processes the transaction entails and related terms of the proposed transaction documents. Following this, and based upon the presentations and discussions at this meeting, the Allergan board of directors unanimously determined that the draft transaction agreement and the transactions contemplated thereby, including the scheme, are advisable for, fair to and in the best interests of Allergan and the Allergan shareholders, and, subject to the final transaction agreements being in substantially the same form as reviewed by the Allergan board of directors (and not materially adverse to

44

Allergan compared to the forms presented to the Allergan board of directors), as to be finally determined by Mr. Coughlin and Mr. Saunders, and subject to receipt of the J.P. Morgan opinion, approved the acquisition and determined that the terms of the scheme are fair and reasonable. Shortly thereafter, Mr. Saunders contacted Mr. Gonzalez to advise him of the action by the Allergan board of directors.

On June 24, 2019, the AbbVie board of directors held a telephonic meeting with Mr. Gonzalez, certain members of AbbVie’s management and representatives of AbbVie’s advisors to discuss the terms and documentation for the transaction and to further discuss the strategic rationale for, and financial information relating to, the transaction. AbbVie’s management also informed the AbbVie board of directors that the rating agencies had assessed the potential transaction and indicated that AbbVie would retain investment grade ratings, with assessments by Moody’s at Baa2 and S&P at BBB+. With the assistance of AbbVie’s management and the representatives of AbbVie’s advisors, the AbbVie board of directors reviewed the proposed final terms and conditions of the transaction agreements and the proposed transactions and the announcement required pursuant to Rule 2.5 of the Irish Takeover Rules in connection with the proposed transaction. Following discussion, the AbbVie board of directors unanimously approved and declared advisable the transaction agreements and the transactions contemplated thereby, including the scheme, and authorized the execution and delivery of the relevant transaction agreements by AbbVie, subject to the final transaction agreements being in substantially the same form as those reviewed by the AbbVie board of directors.

Also on June 24, 2019, Mr. Coughlin and Mr. Saunders, together with A. Robert D. Bailey, Executive Vice President and Chief Legal Officer and Corporate Secretary of Allergan, met telephonically with representatives of Wachtell Lipton, who provided an update on the transaction agreement negotiations since the prior day’s board of directors meeting. Mr. Coughlin and Mr. Saunders concluded that the final transaction agreements were in substantially the same form as those reviewed by the Allergan board of directors at the June 23, 2019 board meeting (and not materially adverse to Allergan compared to the forms presented to the Allergan board of directors). J.P. Morgan also formally delivered its opinion that as of June 24, 2019, and based upon and subject to the assumptions and limitations set forth in its opinion, the consideration proposed to be paid to the holders of Allergan ordinary shares in the proposed transaction was fair, from a financial point of view, to such Allergan shareholders.

On the morning of June 25, 2019, Allergan and AbbVie executed the Transaction Agreement and the expenses reimbursement agreement. Shortly thereafter, AbbVie and Allergan jointly issued the Rule 2.5 announcement pursuant to the Irish Takeover Rules.

Recommendation of the Allergan Board of Directors and Allergan’s Reasons for the Transaction

At its meeting on June 23, 2019, the members of the Allergan board of directors (other than Mr. Freyman, who had recused himself) unanimously determined that the Transaction Agreement and the transactions contemplated thereby, including the scheme, are advisable for, fair to and in the best interests of Allergan and the Allergan shareholders, and that the terms of the scheme are fair and reasonable. For purposes of the remainder of this section, each reference to the Allergan board of directors (or any meeting thereof) is intended to refer to that board or meeting without any participation by Mr. Freyman. The members of the Allergan board of directors unanimously recommend that the shareholders of Allergan vote in favor of the scheme at the special Court-ordered meeting and in favor of the scheme and other resolutions at the EGM.

In evaluating the Transaction Agreement and the proposed transaction, the Allergan board of directors consulted with management, as well as Allergan’s internal and outside legal counsel and its financial advisor, and considered a number of factors, weighing both the perceived benefits of the transaction and the potential risks of the transaction.

45

The Allergan board of directors considered various factors that it believes support its determinations and recommendations, including the following (not necessarily in order of relative importance):

Aggregate Value and Composition of the Consideration

Synergies and Strategic Considerations

46

Opinion of Financial Advisor

Likelihood of Completion of the Transaction

Favorable Terms of the Transaction Agreement and Expenses Reimbursement Agreement

47

The Allergan board of directors also considered a variety of risks and other countervailing factors, including the following (not necessarily in order of relative importance):

Taxable Transaction

Fluctuations in Share Price

Limitations on Allergan’s Business Pending Completion of the Transaction

Possible Disruption of Allergan’s Business

Risks of Delays or Non-Completion

48

Uncertainties Following Completion

Other Risks

In considering the recommendation of the Allergan board of directors, you should be aware that certain directors and officers of Allergan have interests in the proposed transaction that are in addition to, or different from, any interests they might have as shareholders. See “ —Interests of Certain Persons in the Transaction ” beginning on page 61.

The Allergan board of directors concluded that the uncertainties, risks and potentially negative factors relevant to the transaction were outweighed by the potential benefits that it expected Allergan and its shareholders would achieve as a result of the transaction.

This discussion of the information and factors considered by the Allergan board of directors includes the principal positive and negative factors considered by the Allergan board of directors, but is not intended to be exhaustive and may not include all of the factors considered by the Allergan board of directors. In view of the wide variety of factors considered in connection with its evaluation of the transaction, and the complexity of these matters, the Allergan board of directors did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the transaction and to make its recommendations to the Allergan shareholders. Rather, the Allergan board of directors viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Allergan board of directors may have given differing weights to different factors.

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter dated June 24, 2019, Allergan retained J.P. Morgan as its financial advisor in connection with the proposed transaction.

At the meeting of the Allergan board of directors on June 23, 2019, J.P. Morgan presented to the Allergan board of directors its financial analyses regarding the consideration to be paid to holders of Allergan ordinary shares in the proposed transaction and conveyed to the Allergan board of directors that J.P. Morgan expected to be able to deliver its opinion with respect to such consideration on June 24, 2019, assuming that the definitive Transaction Agreement and expenses reimbursement agreement would not differ in any material respects from the drafts thereof furnished to J.P. Morgan and that no material developments would occur prior to the delivery of the opinion that would have an adverse effect on J.P. Morgan’s financial analyses or opinion. On June 24, 2019, J.P. Morgan delivered its written opinion for the benefit of Allergan’s board of directors that, as of such date, the consideration to be paid to holders of Allergan ordinary shares in the proposed transaction was fair, from a financial point of view, to such shareholders. The full text of the written opinion of J.P. Morgan dated June 24, 2019, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex D to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Allergan’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Allergan board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed transaction, was directed only to the consideration to be paid in the proposed

49

transaction and did not address any other aspect of the proposed transaction. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the Transaction to the holders of any other class of securities, creditors or other constituencies of Allergan or as to the underlying decision by Allergan to engage in the proposed transaction. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any Allergan shareholder as to how such shareholder should vote with respect to the proposed transaction or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of Allergan and AbbVie with respect to certain aspects of the proposed transaction, and the past and current business operations of Allergan and AbbVie, the financial condition and future prospects and operations of Allergan and AbbVie, the effects of the proposed transaction on the financial condition and future prospects of Allergan and AbbVie, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

Allergan furnished two sets of projections to J.P. Morgan for Allergan for the calendar years 2019 through 2024, which were prepared by the management of Allergan (for more information regarding Allergan’s projections, please refer to “ —Allergan Unaudited Prospective Financial Information ” beginning on page 57). Each management case set forth in the projections resulted in a different compound annual growth rate for Allergan’s revenues (the “3.5% Growth Case” and the “5.1% Growth Case,” further described in “ —Allergan Unaudited Prospective Financial Information ” beginning on page 57), and Allergan’s management directed J.P. Morgan to use both sets of projections in its analyses. The projections Allergan furnished to J.P. Morgan for AbbVie for the calendar years 2019 through 2024 were prepared by the management of Allergan based on Wall Street equity analyst forecasts for AbbVie as supplied by the management of AbbVie. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections, please refer to “ —Allergan Unaudited Prospective Financial Information ” beginning on page 57.

50

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Allergan and AbbVie or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with Allergan, did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Allergan or AbbVie under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management of Allergan as to the expected future results of operations and financial condition of Allergan and AbbVie to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the transaction contemplated by the Transaction Agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Allergan, and will be consummated as described in the Transaction Agreement. J.P. Morgan also assumed that the definitive Transaction Agreement and expenses reimbursement agreement would not differ in any material respects from the drafts thereof furnished to J.P. Morgan.

J.P. Morgan also assumed that there will be no adjustment made to the exchange ratio pursuant to the terms of the Transaction Agreement and that the representations and warranties made by Allergan and AbbVie in the Transaction Agreement and related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to Allergan with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the transaction contemplated by the Transaction Agreement will be obtained without any adverse effect on Allergan or AbbVie or on the contemplated benefits of the proposed transaction.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, to holders of Allergan ordinary shares of the consideration to be paid to such shareholders, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of Allergan or as to the underlying decision by Allergan to engage in the transaction contemplated by the Transaction Agreement. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the transaction contemplated by the Transaction Agreement, or any class of such persons relative to the consideration to be paid to holders of Allergan ordinary shares or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Allergan’s ordinary shares or shares of AbbVie’s common stock will trade at any future time.

J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Allergan or any other alternative transaction.

The terms of the Transaction Agreement were determined through arm’s-length negotiations between Allergan and AbbVie, and the decision to enter into the Transaction Agreement was solely that of Allergan’s board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by Allergan’s board of directors in its evaluation of the transaction contemplated by the Transaction Agreement and should not be viewed as determinative of the views of Allergan’s board of directors or management with respect to such proposed transaction or the consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to Allergan’s board of directors on June 24, 2019. The

51

following is a summary of the material financial analyses utilized by J.P. Morgan in connection with providing its opinion, as well as certain analyses utilized for reference purposes. Such summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand-alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Historical Trading Range . J.P. Morgan presented to Allergan’s board of directors the trading range per share of Allergan’s ordinary shares for the 52-week period ending June 21, 2019, based on closing prices, which was $115.73 to $193.46, and compared that to (i) the closing price per share of Allergan’s ordinary shares of $130.81 on June 21, 2019, and (ii) the implied offer price per share of $188.52, consisting of the sum of $120.30 per share of cash consideration and $68.22 per share of implied stock consideration based on the closing price per share of AbbVie common stock of $78.78 on June 21, 2019.

J.P. Morgan also reviewed with Allergan’s board of directors the trading range per share of AbbVie common stock for the 52-week period ending June 21, 2019, based on closing prices, which was $75.70 to $98.84, and compared that to the closing price per share of AbbVie common stock of $78.78 on June 21, 2019.

J.P. Morgan noted that the historical trading range analysis is not a valuation methodology and that such analysis was presented merely for reference purposes only and not as a component of its fairness analysis.

Analyst Price Targets . J.P. Morgan presented to Allergan’s board of directors price targets of certain public equity research analysts for Allergan, which provided a reference range of $140.00 per share to $255.00 per share, with a price target per Wall Street consensus of $177.45 per share, and compared that to (i) the closing price per share of Allergan’s ordinary shares of $130.81 on June 21, 2019, and (ii) the implied offer price per share of $188.52.

J.P. Morgan also reviewed with Allergan’s board of directors price targets of certain public equity research analysts for AbbVie, which provided a reference range of $78.00 per share to $115.00 per share, with a price target per Wall Street consensus of $89.27 per share, and compared that to the closing price per share of AbbVie common stock of $78.78 on June 21, 2019.

J.P. Morgan noted that the analyst price targets analysis is not a valuation methodology and that such analysis was presented for reference purposes only and not as a component of its fairness analysis.

Public Trading Multiples . Using publicly available information, J.P. Morgan compared selected financial data of Allergan and AbbVie with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be sufficiently analogous to those engaged in by Allergan and AbbVie.

For Allergan, the companies selected by J.P. Morgan were as follows:

For AbbVie, the companies selected by J.P. Morgan were as follows:

52

None of the selected companies reviewed is identical to Allergan or AbbVie, and certain of these companies may have characteristics that are materially different from those of Allergan and AbbVie. However, these companies were selected because they are publicly traded companies that, for purposes of J.P. Morgan’s analysis, may be considered similar to Allergan or AbbVie, as applicable, based on their operations and businesses. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect Allergan or AbbVie, as applicable.

Using publicly available information, J.P. Morgan calculated for each selected company the ratio of its share price to estimated earnings per share, or “EPS,” for calendar year 2020, which is referred to throughout “ —Opinion of J.P. Morgan Securities LLC ” as “P/E 2020E.” The ratios were based on the selected companies’ closing share prices on June 21, 2019, and publicly available FactSet Consensus EPS estimates for calendar year 2020. The P/E 2020E ratios for the selected companies ranged from a low of 7.6x to a high of 12.7x.

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a P/E 2020E reference range of 7.5x to 12.5x for Allergan and AbbVie.

The range was then applied to Allergan’s estimated EPS for calendar year 2020 provided by the management of Allergan to J.P. Morgan, considering both management cases. Under the 5.1% Growth Case, the range yielded an implied equity value per share range, rounded to the nearest whole dollar, of $125.00 to $208.00. Under the 3.5% Growth Case, the range yielded an implied equity value per share range, rounded to the nearest whole dollar, of $123.00 to $206.00. J.P. Morgan compared the implied per share equity value ranges for Allergan to (i) the closing price per share of Allergan’s ordinary shares of $130.81 on June 21, 2019, and (ii) the implied offer price per share of $188.52.

The range for AbbVie was applied to AbbVie’s estimated EPS for calendar year 2020 provided by the management of Allergan to J.P. Morgan, yielding an implied equity value per share range, rounded to the nearest whole dollar, of $69.00 to $115.00. J.P. Morgan compared the implied per share equity value range for AbbVie to AbbVie’s closing price per share of $78.78 on June 21, 2019.

Selected Transaction Analysis . Using publicly available information, J.P. Morgan examined selected transactions involving businesses that J.P. Morgan judged to be sufficiently analogous to the business of Allergan. Specifically, J.P. Morgan reviewed the following transactions:

None of the selected transactions reviewed was identical to the transaction contemplated by the Transaction Agreement. However, the transactions selected were chosen because they involved target companies that, for

53

purposes of J.P. Morgan’s analysis, may be considered similar to Allergan based on their operations and businesses and because the transaction values may be considered similar to the transaction contemplated by the Transaction Agreement. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the transaction contemplated by the Transaction Agreement.

Using publicly available information, J.P. Morgan calculated, for each of the selected transactions, the multiple of the target company’s enterprise value implied by the consideration paid in such transaction to the target company’s estimated EBITDA (based on FactSet data as of the date of the relevant transaction announcement) for (i) in the case of transactions announced prior to June 30, the calendar year in which the transaction was announced and (ii) in the case of transactions announced after June 30, the calendar year following the calendar year in which the transaction was announced, which is referred to in this proxy statement as CY1 EBITDA.

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 9.5x to 12.0x for CY1 EBITDA. This range was then applied to Allergan’s estimated EBITDA for calendar year 2019 provided by the management of Allergan to J.P. Morgan, yielding an implied equity value per share range of $150.00 to $205.00.

The range of implied equity values for Allergan was compared to (i) the closing price per share of Allergan’s ordinary shares of $130.81 on June 21, 2019, and (ii) the implied offer price per share of $188.52.

Discounted Cash Flow Analysis . J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for each of Allergan and AbbVie. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset, and taking into consideration the time value of money with respect to those cash flows by calculating their “present value.” “Unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, for Allergan, unlevered free cash flow represents unlevered net operating profit after tax, adjusted for depreciation, changes in net working capital, capital expenditures and certain one-time cash flow items. For AbbVie, unlevered free cash flow represents unlevered net operating profit after tax, adjusted for depreciation, changes in net working capital and capital expenditures. “Present value” refers to the current value of the cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using an appropriate discount rate and applying a discounting convention that assumes that all cash flows were generated at the midpoint of each period. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

J.P. Morgan utilized the estimated unlevered free cash flows for Allergan and AbbVie for calendar years 2020 through 2024, as reflected in the Allergan projections and the AbbVie projections, respectively. J.P. Morgan calculated a range of terminal values for Allergan and AbbVie at the end of this period by applying a perpetual growth rate ranging from 0.5% to 1.5% to the unlevered free cash flows of Allergan, and a perpetual growth rate ranging from negative 1.0% to 0.0% to the unlevered free cash flows for AbbVie, in each case during the terminal period of the projections and based on terminal growth rates and assumptions provided by Allergan.

The unlevered free cash flows and the range of terminal values were discounted to present values as of December 31, 2019, using a range of discount rates from 8.5% to 9.5% for both Allergan and AbbVie. The discount rates for Allergan and AbbVie were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the respective companies. The implied equity values were divided by the number of fully diluted shares outstanding at the applicable company, which analysis indicated an implied equity value per share range for Allergan, rounded to the nearest whole dollar, of $151.00 to $207.00 (implementing the 3.5% Growth Case) and $167.00 to $228.00 (implementing the 5.1% Growth Case), and an implied equity value per

54

share range for AbbVie, rounded to the nearest whole dollar, of $82.00 to $102.00, in each case on a stand-alone basis (i.e., without the Synergies).

The range of implied equity values for Allergan was compared to (i) the closing price per share of Allergan’s ordinary shares of $130.81 on June 21, 2019, and (ii) the implied offer price per share of $188.52. The range of implied equity values for AbbVie was compared to AbbVie’s closing price per share of $78.78 on June 21, 2019.

Relative Implied Exchange Ratio Analysis . J.P. Morgan compared the results for Allergan to the results for AbbVie with respect to the public trading multiples and discounted cash flow analyses described above, after adjusting for $120.30 per share of cash consideration.

For each comparison, J.P. Morgan compared the highest equity value per share for Allergan to the lowest equity value per share for AbbVie to derive the highest exchange ratio implied by each pair of results. J.P. Morgan also compared the lowest equity value per share for Allergan to the highest equity value per share for AbbVie to derive the lowest exchange ratio implied by each pair of results. The implied exchange ratios resulting from this analysis were:

The implied exchange ratios were compared to (i) the exchange ratio under the Transaction Agreement of 0.8660x, after adjusting for $120.30 per share of cash consideration, and (ii) the exchange ratio of 0.1334x, after adjusting for $120.30 per share of cash consideration, implied by the closing prices of Allergan’s ordinary shares and the shares of AbbVie common stock on June 21, 2019 of $130.81 and $78.78, respectively.

Value Creation Analysis . J.P. Morgan conducted an analysis of the theoretical value creation to the existing holders of Allergan ordinary shares that compared the estimated implied equity value per share of Allergan on a stand-alone basis based on the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above to the estimated implied equity value per share of Allergan’s former shareholders’ ownership in the combined company, pro forma for the transaction contemplated by the Transaction Agreement.

J.P. Morgan calculated the pro forma value to holders of Allergan ordinary shares by (1) calculating the sum of (a) the implied equity value of Allergan on a stand-alone basis using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above, (b) the implied equity value of AbbVie on a stand-alone basis using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis described above and (c) the estimated present value of the Synergies (net of estimated transaction expenses) as reflected in synergy estimates Allergan’s management provided to J.P. Morgan for use in connection with its analysis, (2) subtracting the aggregate amount of cash consideration to be paid to holders of Allergan ordinary shares based on $120.30 per share of cash consideration, (3) multiplying such result by the pro forma equity ownership of the combined company by the existing holders of Allergan ordinary shares, and (4) adding the aggregate amount of cash consideration to be paid to holders of Allergan ordinary shares based on $120.30 per share of cash consideration. This value creation analysis indicated that the transaction contemplated by the Transaction Agreement would create hypothetical incremental implied value of 7.3% (implementing the 5.1% Growth Case) or 16.9% (implementing the 3.5% Growth Case) for the holders of Allergan ordinary shares as compared to the stand-alone equity value of Allergan. There can be no assurance, however, that the Synergies, transaction-related expenses and other impacts referred to above will not be substantially greater or less than those estimated by Allergan’s management and described above.

55

Miscellaneous . The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Allergan or AbbVie. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Allergan or AbbVie, and none of the selected transactions reviewed was identical to the transaction contemplated by the Transaction Agreement. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Allergan and AbbVie. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the transaction contemplated by the Transaction Agreement. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Allergan and AbbVie and the transactions compared to the transaction contemplated by the Transaction Agreement.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Allergan with respect to the transaction contemplated by the Transaction Agreement and deliver an opinion to Allergan’s board of directors with respect thereto on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Allergan, AbbVie and the industries in which they operate.

For services rendered in connection with the transaction (including the delivery of its opinion), Allergan agreed to pay J.P. Morgan a transaction fee of $123.0 million, of which $12.5 million became payable upon delivery of J.P. Morgan’s opinion (regardless of the conclusion reached therein), and the balance of which is payable at the effective time of the transaction contemplated by the Transaction Agreement. If Allergan or any of its subsidiaries or affiliates receives any payment from another person (including any payment as reimbursement of expenses) as a result of or in connection with the termination, abandonment or failure to occur of the transaction contemplated by the Transaction Agreement, Allergan will pay J.P. Morgan a break-up fee in an amount equal to $61.5 million (less any of the above fees already paid by Allergan). In addition, Allergan has agreed to reimburse J.P. Morgan for its reasonable costs and expenses incurred in connection with its services, including the reasonable fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

56

During the two years preceding the date of its opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Allergan, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on an offering of debt securities of a subsidiary of Allergan in November 2018. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Allergan, for which it receives customary compensation or other financial benefits. In addition, during the two years preceding the date of its opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with AbbVie, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on a revolving credit facility of AbbVie in August 2018, and acting as joint lead bookrunner on an offering of debt securities of AbbVie in September 2018. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of AbbVie, for which it receives customary compensation or other financial benefits. J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Allergan and AbbVie. During the two-year period preceding delivery of its opinion, the aggregate fees recognized by J.P. Morgan from Allergan were approximately $1.3 million and from AbbVie were approximately $8.3 million. In the ordinary course of its businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Allergan or AbbVie for its own account or for the accounts of customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

subjective in many respects. While presented with numerical specificity, these Projections were based on numerous variables and assumptions known to Allergan at the time of preparation. These variables and assumptions are inherently uncertain and many are beyond the control of Allergan. Important factors that may affect actual results and cause these internal financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the businesses of Allergan and AbbVie (including their ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, changes in technology, general business and economic conditions and other factors described or referenced under “ Risk Factors ” and “ Cautionary Statement Regarding Forward-Looking Statements ” beginning on pages 19 and 30 respectively. Various assumptions underlying the Projections may not prove to have been, or may no longer be, accurate. The Projections may not be realized, and actual results may be significantly higher or lower than projected in the Projections. The Projections summarized below do not give effect to the combination. The Projections also reflect assumptions as to certain business strategies or plans that are subject to change. The Projections do not take into account any circumstances or events occurring after the date they were prepared. The Projections cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Projections in this proxy statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the transaction and the other transaction contemplated by the Transaction Agreement are completed) from the Projections. For all of these reasons, the internal financial forecasts, and the assumptions upon which they are based, (i) are not guarantees of future results, (ii) are inherently speculative and (iii) are subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the Projections will be realized.

The Projections were prepared for internal use and to assist Allergan’s financial advisor with its financial analyses and opinion and the Allergan board of directors with its consideration and evaluation of the transaction, and although they were prepared on an accounting basis consistent with Allergan’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, Allergan. PricewaterhouseCoopers LLP (Allergan’s independent auditor, or “PricewaterhouseCoopers US”) or any other independent accountants has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Projections contained herein, and accordingly, PricewaterhouseCoopers US or any other independent accountant do not express an opinion or any other form of assurance with respect hereto. The PricewaterhouseCoopers US report incorporated by reference in this proxy statement relates to Allergan’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

For these reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, none of Allergan, AbbVie or their respective affiliates, advisors, officers, directors, partners or representatives intend to update, or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the specific portions of the Projections set forth below. None of Allergan, AbbVie or their respective affiliates, advisors, officers, directors, partners or representatives intend to make publicly available any update or other revision to these Projections. In addition, none of Allergan, AbbVie or their respective affiliates, advisors, officers, directors, partners or representatives has made, makes or is authorized in the future to make any representation to any shareholder or other person regarding Allergan’s or AbbVie’s ultimate performance compared to the information contained in the Projections or that forecasts results will be achieved, and any statements to the contrary should be disregarded. Neither Allergan nor its financial advisor assumes any responsibility for the validity, reasonableness, accuracy or

58

completeness of the Projections. Allergan has made no representation to AbbVie, and AbbVie has made no representation to Allergan, in the Transaction Agreement or otherwise, concerning the Projections.

Allergan’s management prepared two sets of projections on a product-by-product basis, which resulted in a 5.1% Growth Case and a 3.5% Growth Case. The two sets of projections were selected to illustrate the views of Allergan’s management regarding a plausible range of outcomes for Allergan’s business. The following is a summary of the Allergan projections (dollars in millions, except as otherwise indicated):

Allergan’s management also developed projections for AbbVie, based on the information described above. The following is a summary of the AbbVie projections (dollars in millions, except as otherwise indicated):

In connection with its opinion to the Allergan board of directors, J.P. Morgan calculated, based on the Allergan projections provided by Allergan’s management to J.P. Morgan and pursuant to the adjustments for depreciation, changes in net working capital, capital expenditures and certain one-time cash flow items indicated by Allergan’s management, unlevered projected free cash flows for Allergan’s fiscal years 2020—2024. Projected free cash flows for fiscal years 2020—2024 represent the estimated unlevered net operating profit after tax for the relevant fiscal year, adjusted for depreciation, changes in net working capital, capital expenditures and certain one-time cash flow items, including pipeline acquisitions.

5.1% Growth Case

3.5% Growth Case

59

In connection with its opinion to the Allergan board of directors, J.P. Morgan calculated, based on the AbbVie projections provided by Allergan’s management to J.P. Morgan and pursuant to the adjustments for depreciation, changes in net working capital, capital expenditures and certain one-time cash flow items indicated by Allergan’s management, unlevered projected free cash flows for AbbVie’s fiscal years 2020— 2024. Projected free cash flows for fiscal years 2020—2024 represent the estimated unlevered net operating profit after tax for the relevant fiscal year, adjusted for depreciation, changes in net working capital and capital expenditures.

See “ —Opinion of J.P. Morgan Securities LLC—Discounted Cash Flow Analysis ” beginning on page 54 for more information on the calculation of unlevered projected free cash flows.

Financing

AbbVie estimates that it will need approximately $41 billion in order to pay Allergan shareholders the cash consideration due to them under the Transaction Agreement and to pay related fees, premiums, costs, expenses and other transaction costs in connection with the acquisition. AbbVie anticipates that the funds needed to pay the foregoing amount will be derived from (i) cash on hand, (ii) borrowings under its existing and new credit facilities, including as described below, (iii) the proceeds from the sale of debt securities or (iv) any combination of the foregoing. In addition, either prior to or after the closing of the acquisition, AbbVie may conduct one or more exchange offers, offers to purchase and/or consent solicitations with respect to Allergan’s outstanding debt securities. The terms and timing of any such debt offerings, exchange offers, offers to purchase and/or consent solicitations has not been determined as of the date of this proxy statement. This proxy statement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any debt securities of AbbVie or Allergan. No offer of debt securities will be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Morgan Stanley & Co. LLC, acting through its affiliate Morgan Stanley & Co. International plc, financial advisor to AbbVie, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Allergan shareholders under the terms of the transaction.

Bridge Credit Agreement

On June 25, 2019, AbbVie entered into a 364-day senior unsecured bridge credit agreement (the “Bridge Credit Agreement”) among AbbVie, certain lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc. as administrative agent. Under the Bridge Credit Agreement, the lenders party thereto have committed to provide AbbVie with unsecured bridge financing in an aggregate principal amount of $38.0 billion. The commitments are intended to be available to finance, in part, the cash component of the scheme consideration, fees and expenses related thereto and the repayment of Allergan’s existing revolving credit facility. The commitments under the Bridge Credit Agreement were reduced by $6.0 billion upon the execution of the Term Loan Credit Agreement described below.

Term Loan Credit Agreement

On July 12, 2019, AbbVie entered into a senior unsecured term loan credit agreement (the “Term Loan Credit Agreement” and, together with the Bridge Credit Agreement, the “Credit Agreements,” and each

60

individually, a “Credit Agreement”) among AbbVie, certain lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc. as administrative agent. Under the Term Loan Credit Agreement, the lenders party thereto have committed to provide AbbVie with unsecured term loan financing consisting of (i) a $1.5 billion 364-day term loan tranche, (ii) a $2.5 billion three-year term loan tranche and (iii) a $2.0 billion five-year term loan tranche, in an aggregate principal amount of $6.0 billion. AbbVie intends to draw upon such commitments upon the consummation of the transaction to finance, in part, the cash component of the scheme consideration, fees and expenses related thereto and the repayment of Allergan’s existing revolving credit facility.

Summary of Terms of the Bridge Credit Agreement and the Term Loan Credit Agreement

The funding of the loans under each Credit Agreement is conditioned on, among other things, the consummation of the transaction and the absence of certain events of default described in each Credit Agreement. The commitments under each Credit Agreement automatically terminate on the earlier of (a) the date on which all of the certain funds purposes have been achieved without the making of any advances under the facility and (b) the time after a mandatory cancellation event occurs, including June 25, 2020 (subject to extension to September 25, 2020 in accordance with the end date set forth in the Transaction Agreement).

The borrower may voluntarily prepay the loans under each Credit Agreement at any time without premium or penalty. The Bridge Credit Agreement also requires mandatory prepayments with the net cash proceeds received by AbbVie in connection with certain asset sales, debt or equity issuances and recovery events, subject to customary exceptions. Each Credit Agreement also contains customary events of default, upon the occurrence of which, and for so long as such event of default is continuing, the amounts outstanding under such Credit Agreement will accrue interest at an increased rate and payments of such outstanding amounts could be accelerated by the lenders. In addition, the loan parties under each Credit Agreement will be subject to certain affirmative and negative covenants.

Interests of Certain Persons in the Transaction

Allergan

In considering the recommendation of the Allergan board of directors with respect to the Transaction Agreement, you should be aware that some of Allergan’s directors and executive officers have interests in the proposed transaction that are in addition to, or different from, any interests of Allergan’s shareholders generally. These interests are described in more detail below, and, with respect to the named executive officers of Allergan, are quantified in the table below. The Allergan board of directors was aware of these interests and considered them when it adopted the Transaction Agreement and approved the transaction.

Treatment of Allergan Stock Options and Allergan Share Awards

Allergan equity awards will be treated as set forth in the Transaction Agreement, such that (i) each Allergan stock option and each Allergan restricted stock unit award that is outstanding immediately prior to the effective time will be substituted by AbbVie with a corresponding award relating to shares of AbbVie common stock, with the number of shares of AbbVie common stock subject to such award and, if applicable, the exercise price applicable to such award, determined in accordance with the formulas set forth in the Transaction Agreement and (ii) each Allergan performance stock unit award that is outstanding as of immediately prior to the effective time will be substituted by AbbVie with an AbbVie restricted stock unit award that vests based on the holder’s continued service following the effective time and relates to a number of shares of AbbVie common stock determined in accordance with the formula set forth in the Transaction Agreement, in each case, as further described below.

At the effective time, each Allergan stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time, will be substituted by AbbVie with an AbbVie stock option

61

(a “substituted AbbVie stock option”). The number of shares of AbbVie common stock subject to such substituted AbbVie stock option will equal (i) the number of Allergan ordinary shares (rounded down to the nearest whole share) subject to the Allergan stock option immediately prior to the effective time multiplied by (ii) the “equity award conversion ratio” (as defined below). The exercise price applicable to such substituted AbbVie stock option will equal (i) the exercise price of such Allergan stock option immediately prior to the effective time divided by (ii) the equity award conversion ratio (rounded up to the nearest whole cent).

“Allergan share awards” consist of Allergan restricted stock unit awards and Allergan performance stock unit awards. At the effective time, each Allergan share award that is outstanding immediately prior to the effective time will be substituted by AbbVie with an AbbVie restricted stock unit award(a “substituted AbbVie share award”). The number of shares of AbbVie common stock subject to such substituted AbbVie share award will equal (i) the number of Allergan ordinary shares (rounded up to the nearest whole share) subject to the Allergan share award immediately prior to the effective time multiplied by (ii) the equity award conversion ratio. Each Allergan performance stock unit award will be substituted by AbbVie with an AbbVie restricted stock unit award that vests based on the holder’s continued service (and not subject to satisfaction of any performance-based vesting conditions), and for any performance stock unit awards that were subject to performance-based vesting conditions on June 25, 2019, any applicable performance metrics will be deemed satisfied at one hundred thirty percent (130%) of target as of the effective time.

Following the effective time, the substituted AbbVie stock options and substituted AbbVie share awards will have the same terms and conditions (including, for any performance stock unit awards, the same time-based vesting conditions, but excluding any performance-based vesting conditions, as described above) as applied to the corresponding Allergan stock option or Allergan share award immediately prior to the effective time, except for immaterial administrative or ministerial changes that are not adverse to any holder other than in any de minimis respect.

The “equity award conversion ratio” is equal to the sum (rounded to the nearest one thousandth) of (i) the exchange ratio specified in the Transaction Agreement (currently 0.8660) and (ii) the quotient obtained by dividing (A) the per share cash consideration payable under the Transaction Agreement ($120.30) by (B) the volume-weighted average price of a share of AbbVie common stock for the ten trading day period starting with the opening of trading on the eleventh trading day prior to the completion date to the closing of trading on the second to last trading day prior to the completion date.

Per the terms of the Allergan equity plans, if an executive officer of Allergan experiences a “qualified termination” (as defined in the applicable equity plan), which includes the executive officer’s termination without cause or resignation with good reason, during the two years following a change in control of Allergan, the executive officer’s substituted AbbVie stock options and substituted AbbVie share awards will vest in full. The Transaction Agreement provides that any unvested Allergan share awards held by a non-employee director of Allergan as of the effective time will vest in full upon such non-employee director ceasing to serve on the board of directors of AbbVie at or following the effective time. The Transaction Agreement also provides that following the effective time any post-vesting holding periods and/or transfer restriction periods applicable to Allergan performance stock unit awards held by Allergan’s executive officers will cease to apply.

For an estimate of the amounts that would be payable to each of Allergan’s named executive officers in respect of their unvested Allergan stock options and unvested Allergan share awards, see “— Quantification of Payments and Benefits to Allergan’s Named Executive Officers ” below. Based on the assumptions described under “— Quantification of Payments and Benefits to Allergan’s Named Executive Officers — Assumptions ” below, the estimated aggregate amount that would be payable to (i) Allergan’s executive officers who are not named executive officers in respect of their unvested Allergan share awards is $4,955,778 and (ii) Allergan’s non-employee directors in respect of their unvested Allergan share awards is $3,415,507. None of Allergan’s non-employee directors or executive officers who are not named executive officers hold any unvested Allergan stock options.

62

Chief Executive Officer Employment Agreement

Brenton L. Saunders entered into an employment agreement with Allergan at the time he commenced his role as Chief Executive Officer. Mr. Saunders’ employment agreement is scheduled to expire on December 31, 2019 and, prior to the effective time, Allergan intends to renew his employment agreement through December 31, 2020 on the same terms and conditions as provided in his existing employment agreement. Pursuant to the terms of his employment agreement, if Mr. Saunders’ employment is terminated by Allergan without cause or by him with good reason, and such termination occurs within 90 days prior to or 12 months following a change in control of Allergan, he will be entitled to receive: (i) a lump sum cash payment equal to three times the sum of (A) his then-current annual base salary and (B) his target annual bonus amount for the year in which the termination occurs, payable on the date that is 10 days following the 60th day following his termination of employment and (ii) continued group health benefits, with Mr. Saunders paying active employee premium rates and Allergan paying the balance of the company portion of premium rates, for him and his dependents for up to 36 months following termination.

In order to receive his severance benefits, Mr. Saunders is required to execute a release of claims against Allergan and comply with certain restrictive covenants included in his employment agreement, consisting of (i) limitations on soliciting or interfering with Allergan’s employees, customers, suppliers, licensees, or other business associates for a one-year period following his termination of employment; (ii) restrictions on competing with Allergan for a one-year period following his termination of employment; and (iii) non-disparagement and cooperation covenants effective for 24 months following his termination of employment. If Mr. Saunders incurs a termination of employment that does not entitle him to severance, Allergan may elect to pay him a lump sum cash payment, in an amount equal to the sum of his then-current base salary and target annual bonus amount for the year in which the termination occurs, in exchange for his agreement to comply with such non-competition restrictions.

The Transaction Agreement separately provides that, upon any termination of employment, Mr. Saunders will be provided with two years of secretarial support at the same level provided as of June 25, 2019.

For an estimate of the amounts that would be payable to Mr. Saunders pursuant to his employment agreement upon a severance-qualifying termination that occurs in connection with the transaction, see “— Quantification of Payments and Benefits to Allergan’s Named Executive Officers ” below.

Executive Severance Plan

On July 20, 2017, the compensation committee of the Allergan board of directors approved the Allergan 2017 Executive Severance Plan and, effective as of March 18, 2017, the compensation committee of the Allergan board of directors approved the Change of Control Severance Plan (each, a “Severance Plan”). Each Allergan executive officer other than Mr. Saunders whose severance entitlements are set forth in his employment agreement described above, participates in a Severance Plan. An executive officer whose employment is terminated during the 60 days prior to or two years following a change in control of Allergan, either by Allergan without cause or by the executive officer with good reason, is entitled to receive the following payments and benefits under the Severance Plan: (i) a lump sum payment equal to a multiple (2.5 for each named executive officer and one other executive officer and 2.0 for one other executive officer) of the sum of the executive officer’s (A) annual base salary as of his termination date or, if greater, as of the time of the change in control and (B) target annual incentive award for the fiscal year in which the termination occurs, payable on the first regularly scheduled payroll date following the date on which the executive officer’s release of claims becomes irrevocable, (ii) continued group health benefits (medical, dental and vision) for the executive officer and the executive officer’s eligible dependents for a period of months (up to 30 for each named executive officer and up to 24 for each other executive officer) with the executive officer paying active employee premium rates and Allergan paying the balance of the premium rates; and (iii) outplacement services for a period of months (up to 30 for each named executive officer and up to 24 for each other executive officer). Receipt of payments and

63

benefits under the Severance Plan is conditioned upon the executive officer’s execution of an effective release of claims against Allergan (which will, for participants in the Executive Severance Plan, include non-competition, non-solicitation and other customary restrictive covenants).

For an estimate of the amounts that would be payable to Allergan’s named executive officers under the applicable Severance Plan if they experience a severance-qualifying termination in connection with the transaction, see “— Quantification of Payments and Benefits to Allergan’s Named Executive Officers ” below. Based on the assumptions described under “— Quantification of Payments and Benefits to Allergan’s Named Executive Officers — Assumptions ” below, the estimated aggregate amount that would be payable to Allergan’s executive officers who are not named executive officers under the applicable Severance Plan is $4,915,000.

Annual Incentive Awards

Pursuant to the terms of Allergan’s 2019 Annual Incentive Program, if a change in control of Allergan occurs during the plan year ( i.e. , during calendar year 2019), participants will, as soon as practicable following the change in control, be paid a prorated annual incentive program award, subject to remaining employed with Allergan on the date of the change in control (unless terminated earlier due to retirement, death or disability). Performance will be determined based on the greater of deemed target performance and actual year-to-date performance through the date of the change in control, and the award will be prorated based on the portion of the performance period that lapsed between January 1, 2019 and the date of the change in control.

For an estimate of the amounts that would be payable to each of Allergan’s named executive officers under Allergan’s 2019 Annual Incentive Program in connection with the transaction, see “— Quantification of Payments and Benefits to Allergan’s Named Executive Officers ” below. Based on the assumptions described under “— Quantification of Payments and Benefits to Allergan’s Named Executive Officer — Assumptions ” below, the estimated aggregate amount that would be payable under Allergan’s 2019 Annual Incentive Program in connection with the transaction to Allergan’s executive officers who are not named executive officers is $604,849.

Retention Bonuses

Prior to the effective time, Allergan may grant retention and/or transaction incentive bonuses to employees of Allergan (other than Mr. Saunders). The aggregate amount of such retention and/or transaction incentive bonuses shall not exceed $65 million, consisting of $50 million pursuant to the terms of the Transaction Agreement, plus an additional $15 million that was expressly agreed to by Allergan and AbbVie after their entry into the Transaction Agreement. Such retention and/or transaction incentive bonuses shall be paid no earlier than the first anniversary of the effective time (or upon the recipient’s earlier termination of employment without cause or resignation with good reason (other than due to a material diminution or reduction in authority, title, duties or responsibilities that occurs in connection with the transaction, including Allergan becoming a subsidiary of AbbVie, and the associated organizational changes) at or following the effective time, to the extent specified in the applicable award agreement). Although each of Allergan’s executive officers, other than Mr. Saunders, is eligible to receive a retention and/or transaction incentive bonus, as of the date of this filing, no executive officer of Allergan has received a retention or transaction incentive bonus in connection with the transaction.

Golden Parachute Excise Taxes

None of Allergan’s executive officers is entitled to receive a tax gross-up under an employment agreement or the applicable Severance Plan. Rather, any payment or benefit received by the executive officer that would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code will be reduced to the extent necessary so that no portion will be subject to any excise tax but only if, by reason of such reduction, the net after-tax benefit received by the executive officer exceeds the net after-tax benefit (after taking into account the excise tax, interest and penalties and any tax imposed by any comparable provision of state law

64

and any applicable federal, state, and local income and employment taxes) that would be received by the participant if no reduction was made.

Indemnification; Directors’ and Officers’ Insurance

Pursuant to the terms of the Transaction Agreement, certain directors and officers of Allergan will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability and fiduciary liability insurance policies following the transaction. Such indemnification and insurance coverage is further described in the section entitled “— The Transaction Agreement — Directors’ and Officers’ Indemnification and Insurance ” beginning on page 90.

Quantification of Payments and Benefits to Allergan’s Named Executive Officers

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the amount of payments and benefits that each of Allergan’s named executive officers may receive in connection with the transaction. Although Maria Teresa Hilado was one of Allergan’s named executive officers for its most recently completed fiscal year, she terminated employment prior to the date on which the Transaction Agreement was executed and is not entitled to any payments or benefits in connection with the transaction. Accordingly, she is excluded from the table below.

Assumptions

Unless otherwise noted, the estimates set forth in the table below assume the following:

The amounts set forth in the table below are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in footnotes to the table. The amounts below do not reflect certain compensation actions that may occur before the effective time, such as the grant of annual equity awards in the ordinary course of business. The actual amounts payable to Allergan’s named executive officers, if any, will depend on whether the named executive officer incurs a qualifying termination, the date of termination of the named executive officer’s employment (if applicable), the closing date of the transaction, the value of AbbVie common stock on the termination date, the manner of termination, and the terms of the plans or agreements in effect at such time.

65

The cash payments to each other named executive officer consist of (a) a pro rata annual bonus for the 2019 fiscal year (assuming target performance), payable as soon as practicable following the effective time and (b) a lump sum payment equal to 2.5 multiplied by the sum of the named executive officer’s (i) annual base salary as of his termination date or, if greater, as of the time of the change in control, and (ii) target annual incentive award for the fiscal year in which the termination occurs, payable on the first regularly scheduled payroll date following the date on which the named executive officer’s release of claims becomes irrevocable.

The pro rata bonuses are “single-trigger” benefits payable solely due to the occurrence of the effective time; and the lump sum cash severance payments are “double-trigger” benefits that would be payable upon a termination without cause or resignation with good reason that occurs, in each case, during the two years (or, for Mr. Saunders, one year) following the effective time.

For more information, please see “— Interests of Certain Persons in the Transaction — Allergan — Chief Executive Officer Employment Agreement ,” “— Executive Severance Plan ” and “— Annual Incentive Awards ” above.

For more information, please see “— Interests of Certain Persons in the Transaction—Allergan—Treatment of Allergan Stock Options and Allergan Share Awards ” above.

66

In addition, Thomas C. Freyman is not participating in the recommendation of the Allergan board of directors as Mr. Freyman is regarded under Rule 3 of the Irish Takeover Rules as having a conflict of interest due to Mr. Freyman’s shareholding in AbbVie.

AbbVie’s Intentions Regarding AbbVie and Allergan

AbbVie’s directors believe that the Acquisition will create a more diversified pharmaceutical company, positioned for success in current and future health care markets. Following the Acquisition, AbbVie will have additional growth platforms and an expanded revenue base, providing immediate scale and enhanced profitability, while also enhancing Allergan’s product portfolio with AbbVie’s commercial strength, expertise and international infrastructure. The combined company will consist of several attractive franchises with leadership positions across immunology, hematologic oncology, medical aesthetics, neuroscience, women’s health, eye care and virology.

AbbVie has commenced, and will continue following the closing, a comprehensive evaluation of the combined company’s operations and will identify the best way to integrate the organizations in order to further improve its ability to serve its patients, as well as achieve cost synergies. Employees from both Allergan and AbbVie are involved in the evaluation and formation of an integration plan. AbbVie and Allergan will continue to operate separately and independently until closing.

The evaluation and formulation of these plans will be diligently conducted in phases. Until these evaluations and formation of plans have been completed, neither AbbVie nor Allergan is in a position to comment on prospective potential impacts upon employment, specific locations or any redeployment of fixed assets. Based upon experience in integrating acquisitions, it is AbbVie’s and Allergan’s expectation that there will be a reduction in headcount for the combined group stemming from the elimination of duplicative activities, functions, facilities, or the redeployment of fixed assets.

Upon completion of the transaction, AbbVie will continue to be incorporated in Delaware as AbbVie Inc. and have its principal executive offices in North Chicago, Illinois. AbbVie will continue to be led by Richard A.

67

Gonzalez as chairman and chief executive officer. Two members of Allergan’s Board, including chairman and chief executive officer, Brent Saunders, will join AbbVie’s Board following closing of the transaction.

AbbVie has not entered into, and has not had discussions with, Allergan or its management on proposals for AbbVie to enter into any form of incentivization arrangements with members of Allergan’s management. As part of its broader strategic review of Allergan, AbbVie may put in place appropriate arrangements for management and/or certain employees of Allergan. For details of certain retention arrangements that Allergan has put in place in connection with the Acquisition, please see “ Interests of Certain Persons in the Transaction—Allergan—Retention Bonuses ” beginning on page 163.

Regulatory Approvals Required

United States Antitrust

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (referred to as the “HSR Act”), the acquisition cannot be consummated until, among other things, notifications have been submitted to the U.S. Federal Trade Commission (referred to as the “FTC”) and the Antitrust Division of the U.S. Department of Justice (referred to as the “Antitrust Division”), and specified waiting period requirements have been observed. On July 25, 2019, each of AbbVie and Allergan filed a Notification and Report Form (referred to as “HSR Notification Form”) pursuant to the HSR Act with the FTC and the Antitrust Division, initiating a 30-day waiting period. The 30-day waiting period under the HSR Act is scheduled to expire at 11:59 p.m. (Eastern Time in the U.S.) on August 26, 2019; however, if AbbVie withdraws and refiles its HSR Notification Form prior to the expiration of the initial 30-day waiting period, a new 30-day waiting period is initiated. During the 30-day waiting period, the FTC or the Antitrust Division can choose to shorten the waiting period by granting early termination or may extend the waiting period by issuing a Request for Additional Information and Documentary Materials (referred to as “Second Request”) to each party. If Second Requests are issued, the waiting period would be extended until 11:59 p.m. (Eastern Time in the U.S.) on the 30th day after certification of substantial compliance with such Second Request by both parties (however, the parties could agree with the FTC or DOJ not to consummate the acquisition for some period of time after the waiting period expires). As a practical matter, if such Second Requests were issued, it could take a significant period of time to achieve substantial compliance with such Second Requests.

Other Regulatory Clearances

AbbVie and Allergan derive revenues in other jurisdictions where merger control filings or clearances are required, including clearance by the European Commission and in Brazil, Canada, China, Israel, Mexico, Japan, South Africa, South Korea, Turkey, and the United Kingdom (only in the event of any exit by the United Kingdom from, or suspension or termination of its membership in, the European Union such that a United Kingdom governmental entity has jurisdiction under any antitrust law to review the transaction contemplated by the Transaction Agreement). The transaction cannot be consummated until after the applicable waiting periods have expired or the relevant approvals have been obtained under the antitrust and competition laws of the countries listed above where merger control filings or approvals are required.

Irish Court Approvals

The scheme of arrangement requires the approval of the Irish High Court, which involves an application by Allergan to the Irish High Court to sanction the scheme. The Irish High Court must also confirm the reduction of capital of Allergan that would be effected by resolution #2 described above.

68

Payment of Consideration

Settlement of the scheme consideration to which any Allergan shareholder is entitled will be paid to Allergan shareholders of record within 14 days of completion of the transaction. For further information regarding the settlement of consideration, see “ Part 2—Explanatory Statement—Settlement, Listing and Dealings ” beginning on page 168.

69

NO DISSENTERS’ RIGHTS

Under Irish law, holders of Allergan ordinary shares do not have appraisal or dissenters’ rights with respect to the acquisition or any of the other transactions described in this proxy statement.

70

MATERIAL TAX CONSEQUENCES OF THE PROPOSED TRANSACTION

Irish Tax Considerations

This is a summary of the principal Irish tax considerations for certain beneficial owners of Allergan ordinary shares who receive shares of AbbVie common stock and cash under the scheme based on Irish taxation laws and the practices of the Irish Revenue Commissioners currently in force in Ireland and may be subject to change. It deals with Allergan shareholders who beneficially own their Allergan ordinary shares as an investment. Particular rules not discussed below may apply to certain classes of taxpayers holding Allergan ordinary shares, such as dealers in securities, collective investment schemes, insurance companies, trusts etc. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Holders of Allergan ordinary shares should consult their professional advisers on the tax implications of the scheme under the laws of their country of residence, citizenship or domicile.

Taxation of Chargeable Gains

The current rate of tax on chargeable gains in Ireland is thirty-three percent (33%).

Non-resident shareholders

Allergan shareholders that are neither resident nor ordinarily resident in Ireland for Irish tax purposes and do not hold their Allergan ordinary shares in connection with a trade carried on by such shareholders through an Irish branch or agency should not be liable for Irish tax on chargeable gains (referred to as the “Irish CGT”) in relation to the scheme.

Irish resident shareholders

Allergan shareholders that are resident or ordinarily resident in Ireland for Irish tax purposes or that hold their Allergan ordinary shares in connection with a trade carried on by such persons through an Irish branch or agency (each referred to as an “Irish Holder”) will, subject to the availability of any exemptions and reliefs, generally be within the charge to Irish CGT in relation to the scheme.

For the purposes of Irish CGT:

71

Computation And Treatment Of Gains Or Losses In Respect Of The Cash Entitlement

Stamp Duty

No Irish stamp duty should be payable by Allergan shareholders on the issue of the shares of AbbVie common stock or the cancellation of the Allergan ordinary shares.

Any holder of Allergan ordinary shares who has any doubt about his or her own taxation position or who is subject to taxation in any jurisdiction other than Ireland is strongly recommended to consult his or her independent professional adviser immediately.

Material U.S. Federal Income Tax Considerations

The following is a general discussion of the material U.S. federal income tax consequences of the scheme to U.S. holders (as defined below) that receive shares of AbbVie common stock and cash in exchange for their Allergan ordinary shares pursuant to the scheme. This discussion is limited to U.S. holders who hold their Allergan ordinary shares as “capital assets” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (referred to as the “Code”) (generally, property held for investment). This discussion is based on current provisions of the Code, the Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (which is referred to as the “IRS”), each as in effect as of the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or interpretation could affect the accuracy of the statements and conclusions set forth herein.

This discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to particular holders of Allergan ordinary shares in light of their particular facts and circumstances and does not apply to holders of Allergan ordinary shares that are subject to special rules under the U.S. federal income tax laws (including, for example, banks or other financial institutions, insurance companies, regulated investment companies, real estate investment trusts, mutual funds, dealers in securities or currencies, traders in securities that elect to apply a mark-to-market method of accounting, tax-exempt entities, entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts, holders liable for the alternative minimum tax, U.S. holders having a “functional currency” other than the U.S. dollar, holders who hold Allergan ordinary shares as part of a straddle, constructive sale, conversion transaction or other integrated or risk reduction transaction, holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial

72

statement, holders that actually or constructively hold five percent (5%) or more of the Allergan ordinary shares and holders who acquired their Allergan ordinary shares through the exercise of an employee stock option or otherwise as compensation or through a retirement plan). This discussion does not address any considerations under U.S. federal tax laws other than those pertaining to the income tax, nor does it address any considerations under any state, local or non-U.S. tax laws or under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or with respect to the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and any intergovernmental agreements entered in connection therewith and any laws, regulations or practices adopted in connection with any such agreement). Furthermore, this discussion does not address any tax consequences to holders who are not U.S. holders.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Allergan ordinary shares that, for U.S. federal income tax purposes, is:

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Allergan ordinary shares, the tax treatment of a person treated as a partner in such partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partnership level. Such partnerships and any person that for U.S. federal income tax purposes is treated as a partner in a partnership holding Allergan ordinary shares should consult their tax advisors regarding the tax consequences of the scheme to them.

All holders of Allergan ordinary shares should consult their own tax advisors to determine the particular tax consequences to them of the scheme, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws. Holders of Allergan ordinary shares that are not U.S. holders should consult their own tax advisors regarding the possibility that, in the event the applicable withholding agent is unable to determine whether any cash consideration paid in the scheme should be treated as a dividend for applicable U.S. federal income tax purposes, such withholding agent may withhold U.S. federal withholding tax at a rate of thirty percent (30%) (or such lower rate as may be specified by an applicable income tax treaty) on the entire amount of cash consideration payable to such non-U.S. holders in the scheme, and such non-U.S. holders should consult their own tax advisors as to the possible desirability and timing of selling any AbbVie common stock or Allergan ordinary shares that they own.

Subject to the discussion below under “ —Passive Foreign Investment Company Considerations ” beginning on page 74, the receipt of cash and shares of AbbVie common stock in exchange for Allergan ordinary shares pursuant to the scheme will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between (i) the sum of the cash and the fair market value of the AbbVie common stock received pursuant to the scheme and (ii) such U.S. holder’s adjusted tax basis in the Allergan ordinary shares surrendered in exchange therefor. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder’s holding period for such shares exceeds one year as of the effective date of the scheme. Long-term capital gains for certain noncorporate U.S. holders, including individuals, are generally eligible for a preferential rate of federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different

73

blocks of Allergan ordinary shares at different times or at different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Allergan ordinary shares.

A U.S. holder’s tax basis in the AbbVie common stock received in the transaction will equal its fair market value as of the effective time. A U.S. holder’s holding period for the AbbVie common stock received in the scheme will begin on the day following the effective time.

Notwithstanding the foregoing, in certain circumstances, the receipt of cash pursuant to the scheme by a U.S. holder that actually or constructively owns AbbVie common stock, may be subject to Section 304 of the Code. If Section 304 of the Code applies, then instead of recognizing gain or loss as described above in respect of any cash consideration received in the scheme, such U.S. holder may recognize dividend income up to the amount of such cash consideration depending on the application of the tests set forth in Section 302 of the Code in light of such U.S. holder’s particular circumstances, including the application of constructive ownership rules. Holders of Allergan ordinary shares that also actually or constructively own AbbVie common stock should consult their tax advisors regarding the application of these rules to their particular circumstances and any actions that may be taken to mitigate the potential application of such rules.

Passive Foreign Investment Company Considerations

A non-U.S. corporation, such as Allergan, will be classified as a “passive foreign investment company” (referred to as a “PFIC”) for any taxable year, if after the application of certain “look-through” rules, (a) at least seventy-five percent (75%) of its gross income is “passive income” as that term is defined in the relevant provisions of the Code (e.g., dividends, interest, royalties, or gains on the disposition of certain minority interests), or (b) at least fifty percent (50%) of the average value of its assets consists of assets that produce, or are held for the production of, “passive income.” Allergan is not expected to be classified as a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination made annually and, thus, is subject to change.

If Allergan were classified as a PFIC for any taxable year during which a U.S. holder held Allergan ordinary shares, such classification could result in adverse tax consequences to such U.S. holder, and different U.S. federal income tax consequences from those described above may apply to the receipt of cash and AbbVie common stock by such U.S. holder in exchange for Allergan ordinary shares. These consequences may include having gains realized on the receipt of cash and AbbVie common stock in exchange for Allergan ordinary shares treated as ordinary income rather than capital gain and being subject to punitive interest charges on such gains. U.S. holders should consult their own tax advisors regarding the potential application of the PFIC rules to their disposition of Allergan ordinary shares in connection with the scheme.

Information Reporting and Backup Withholding

Payments of cash to a U.S. holder pursuant to the scheme may be subject to information reporting and backup withholding (currently at a rate of twenty-four percent (24%)), unless such U.S. holder provides proof of an applicable exemption or furnishes its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. holder’s U.S. federal income tax liability, if any, provided that certain required information is timely furnished to the IRS.

The preceding discussion is intended only as a general summary of material U.S. federal income tax consequences of the scheme. It is not a complete analysis or discussion of all potential tax effects that may be important to a particular holder. All holders of Allergan ordinary shares should consult their own tax advisors as to the specific tax consequences of the transaction to them, including tax reporting requirements, and the applicability and effect of any federal, state, local and non-U.S. tax laws.

74

DELISTING AND DEREGISTRATION OF ALLERGAN ORDINARY SHARES

Following the consummation of the transaction, Allergan ordinary shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

75