Notice of AGM

Notice of Annual General Meeting 2017 and Shareholders’ Circular Letter from the Chairman

This document is important and requires your immediate attention If you are in any doubt about its contents or what action you should take, you should consult your Independent Financial Adviser. If you have sold or transferred all of your AstraZeneca ordinary shares you should send this document and the related documents to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Dear Shareholder which is available on our website, Statement to AstraZeneca PLC on This letter is sent on behalf of the board of www.astrazeneca.com, or by request ceasing to hold office as UK statutory Directors (the Board) of AstraZeneca PLC from the Company. auditors pursuant to section 519 (the Company) and is to be read in >>To confirm the first interim dividend of of the Companies Act 2006 conjunction with various documents US$0.90 (68.7 pence, SEK 7.81) per The circumstances connected with concerning your shareholding in the ordinary share and to confirm, as the final our ceasing to hold office as UK statutory Company. These documents are: dividend for 2016, the second interim auditors with effect from the end of dividend of US$1.90 (150.2 pence, the Annual General Meeting of 1 A Shareholders’ Circular incorporating SEK 16.57) per ordinary share. AstraZeneca PLC on 27 April 2017 are due to choosing to not participate the formal Notice of the Annual General in the audit tendering process. Meeting of the Company to be held on Items 3–4: Appointment of Auditor Thursday 27 April 2017 (AGM); and and Authority to agree the We request that any correspondence in remuneration of the Auditor relation to this statement be sent to our 2 A Proxy Form and Attendance Card The purpose of these resolutions, which registered office 15 Canada Square, for the AGM. Shareholders that have are proposed as ordinary resolutions, is: London, E14 5GL marked for the attention registered to receive shareholder of the Audit Regulation Department. communications and appoint their proxy >>To appoint PricewaterhouseCoopers LLP electronically will not receive a hard copy as Auditor of the Company to hold office KPMG LLP Proxy Form and should instead read from the end of the AGM. 6 March 2017 the instructions within the email sent >>To authorise the Directors to agree the to notify them of the publication remuneration of the Auditor. of the Shareholders’ Circular and the Item 5: Election and re-election of Notes on page 10 of this document. As explained in the Annual Report and Directors Form 20-F Information for the year ended At the AGM, as usual and in accordance with The meeting place for the AGM will be the 31 December 2015, the Audit Committee the Company’s Articles of Association, all of Park Plaza London Riverbank Hotel, 18 undertook a competitive tender process the Directors are retiring. The biographical Albert Embankment, London SE1 7TJ and for the Company’s external audit services details of each Director presenting himself or the AGM will commence at 2.30pm (BST). during 2015. Following that process, herself for election or re-election by ordinary the Board recommended that resolution are set out in the Notice of AGM The business to be conducted at the AGM PricewaterhouseCoopers LLP be and Shareholders’ Circular. is summarised below. appointed as the Company’s Auditor with effect from the end of the AGM. Philip Broadley will be proposed to Items 1–2: Accounts and Dividend shareholders for election as a Non- The purpose of these resolutions, which KPMG LLP will accordingly retire as the at the AGM. Philip are proposed as ordinary resolutions, is: Company’s Auditor at the 2017 AGM. has significant international business As required by section 519 of the and financial experience and will prove a >>To receive the Company’s Accounts, the Companies Act 2006 (the Act), the retiring valuable addition to the Board. On election, Reports of the Directors and Auditor and Auditor has provided the following statement the Board proposes appointing Philip the Strategic Report for the year ended of circumstances which the Company is as a member of the Audit Committee. 31 December 2016. These can be found required to distribute to members under in the Annual Report and Form 20-F section 520 of the Act. As recently announced, Ann Cairns will Information 2016 (Annual Report), step down from the Board at the end of the AGM. On behalf of the Board, I would like to thank her for her contribution to

2 Notice of Annual General Meeting 2017 and Shareholders’ Circular AstraZeneca, both as a Board member and shareholders will be invited to approve 2 No new awards will be made under the as a member of the Audit Committee over the Statement and the Annual Report AstraZeneca Investment Plan (AZIP) so, the last three years. on Remuneration. The Annual Report from 2017, long-term incentive awards on Remuneration gives details of the for Executive Directors will only be made The Board considered the independence remuneration paid to the Directors during under the AstraZeneca Performance of the current Non-Executive Directors the year ended 31 December 2016. The Share Plan (PSP). under the UK Code vote on the Statement and the Annual (the Code) during 2016. As Chairman, I met Report on Remuneration is advisory in The Policy is set out on pages 122 to 132 the independence criteria prescribed in the nature in that payments made or promised of the Annual Report and the Remuneration Code upon my appointment. Under the to Directors will not have to be repaid, Committee’s considerations when Code, it is not considered appropriate to reduced or withheld in the event that developing the Policy, including details of repeat this test after my appointment. Resolution 6 is not passed. engagement with major shareholders, are described within the Statement. The Board concluded that, with the The Directors’ Remuneration Policy (the exception of Marcus Wallenberg, all the Policy) must be presented for Shareholder Item 8: Political donations Non-Executive Directors presenting approval by means of ordinary resolution The purpose of Resolution 8, which themselves for election or re-election are on at least a triennial basis. The Policy was is proposed as an ordinary resolution, independent in character and judgement last approved by shareholders three years is to authorise the Company and/or its and there are no relationships or ago at the 2014 Annual General Meeting, subsidiaries to make limited political circumstances likely to affect their character therefore Resolution 7 is proposed as an donations or incur limited political or judgement. During 2016, the Board also ordinary resolution to invite shareholders to expenditure, within the meaning of such completed the annual evaluation of its approve the Policy. The vote on the Policy is expressions as contained in the Act. The performance and that of its Committees a binding vote. If Resolution 7 is passed the purpose of this resolution is not to alter and individual Directors. The Board Policy shall take effect from the date of the the Company’s policy of not making such concluded that each Director continues to AGM (the Effective Date), meaning that from political donations or incurring such political make effective and valuable contributions to the Effective Date the Company may not expenditure. However, given the breadth of the Board and to demonstrate commitment make a remuneration payment or a the relevant sections in the Act, it may be to the role. More information about these payment for loss of office to a person who that some of the Company’s activities could matters and how the Board operates can is, is to be, or has been a Director of the fall within the potentially wide definitions of be found in the Corporate Governance Company unless the payment is consistent political donations and political expenditure Report in the Annual Report, which is with the Policy, or has been otherwise under the Act and, without the necessary available on our website, www.astrazeneca. approved by . If the authorisation, the Company’s ability to com, or by request from the Company. Policy is not approved for any reason, the communicate its views effectively to, for Company will, if and to the extent permitted example, interest groups or lobbying Items 6–7: Directors’ Remuneration by the Act, continue to make payments organisations could be inhibited. Report and Directors’ Remuneration to Directors in accordance with the existing Policy Policy and will seek shareholder approval Accordingly, the Company believes that The purpose of Resolution 6, which is for a further revised Policy as soon as the authority contained in this resolution is proposed as an ordinary resolution, is to is practicable. necessary to allow it and its subsidiaries to receive and approve the annual statement fund activities in relation to which it is in the of the Chairman of the Remuneration If approved by shareholders, the Policy will interests of shareholders that the Company Committee (the Statement) and the Annual be subject to a binding shareholder vote by should support. Such authority will enable Report on Remuneration for the year ended ordinary resolution in a further three years, the Company and its subsidiaries to be sure 31 December 2016 (the Annual Report except in the event that a change to the that they do not, because of any uncertainty on Remuneration). Policy is proposed or the advisory vote on as to the bodies or the activities covered by the Statement and the Annual Report on the Act, unintentionally commit a technical The Statement and the Annual Report Remuneration is not passed in any year breach of the relevant sections of the Act. on Remuneration can be found on subsequent to the approval of the Policy. Any donations or expenditure, which may pages 103 to 121 of the Annual Report, be made or incurred under the authority of which is available on our website, There are two substantive differences Resolution 8, will be disclosed in next year’s www.astrazeneca.com, or by request between the previous policy approved by Annual Report and Form 20-F Information. from the Company. shareholders at the 2014 Annual General Meeting and the proposed Policy: The Board considers that appropriate executive remuneration plays a vital part 1 The level of long-term incentive award in helping to achieve the Company’s vesting at threshold performance will be overall objectives and, accordingly, reduced from 25% to 20% of maximum; and in compliance with the legislation, and

AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA 3 Letter from the Chairman continued

Item 9: Allotment of new shares For information, during 2016, the Directors This provision is designed to prevent the The purpose of Resolution 9, which is used equivalent authorities, given to them holdings of existing shareholders being proposed as an ordinary resolution, is to by shareholders at previous Annual General diluted against their wishes by the allotment enable the Directors to exercise their power Meetings, for the purposes of fulfilling the of new shares. There may be occasions under the Company’s Articles of Association Company’s obligations under its various however, when the Directors need the to allot new shares in the capital of the share plans. flexibility to finance business opportunities Company. The Directors may only allot by the issue of shares without a pre-emptive shares or grant rights to subscribe for The number of new shares allotted during offer to existing shareholders. This cannot shares, or convert any security into shares, 2016, the percentage of the Company’s be done under the Act unless shareholders if authorised to do so by shareholders. share capital they represented at have first waived their pre-emption rights. 31 December 2016 and the share plans Resolution 10 asks shareholders to do this As specified in the resolution, the in respect of which they were allotted and, apart from rights issues or any other Directors’ authority will only be valid until the are shown in the table below. pre-emptive offer concerning equity conclusion of the Annual General Meeting securities, the authority contained in this in 2018 or the close of business on 27 July Share allotments during 2016 resolution will be limited to the issue of

2018, whichever is earlier. Other than the Percentage of shares for cash up to an aggregate nominal allotment of shares for the purposes of No. of shares issued share value of US$15,817,644 (which includes the allotted during capital at fulfilling the Company’s obligations under 2016 31 Dec 16 sale on a non pre-emptive basis of any certain of its share plans, the Directors AstraZeneca Share shares held in treasury), which represents have no present intention to exercise this Option Plan1 753,432 0.06% no more than 5% of the total ordinary share authority. However, it is considered prudent AstraZeneca Savings- capital of the Company in issue at 3 March to acquire the flexibility that this authority Related Share 2017 (being the last practicable date prior 2 provides. The Company’s Directors intend Option Plan 251,386 0.02% to publication of this Notice of AGM). In to seek renewal of this authority annually. AstraZeneca All- accordance with the Pre-Emption Group’s Employee Share Plan3 101,936 0.01% Statement of Principles, the Board confirms Total number of Paragraph (a)(i)(A) of Resolution 9 will, if shares allotted its intention that no more than 7.5% of the passed, authorise the Directors to allot in 2016 1,106,754 0.09% issued share capital (excluding treasury shares or grant rights to subscribe for, shares) will be issued for cash on a non 1 No further options are being granted under this plan or to convert any security into, such shares 2 HM Revenue & Customs approved UK Save As You Earn pre-emptive basis during any rolling in the Company up to a maximum nominal Scheme three-year period. This authority will expire 3 HM Revenue & Customs approved UK Share Incentive Plan amount of US$105,440,415. This amount at the conclusion of the Annual General represents 33.33% of the total ordinary No other new shares in the Company were Meeting in 2018 or the close of business share capital of the Company in issue at allotted during 2016. on 27 July 2018, whichever is earlier. 3 March 2017 (being the last practicable date prior to publication of this Notice of Item 10: Pre-emption rights The Directors have no present intention of AGM). Paragraph (a)(i)(B) of Resolution 9 The purpose of Resolution 10, which is exercising this authority but are requesting authorises the Directors to allot, including proposed as a special resolution, is to this authority in order to give them the the shares referred to in paragraph (a)(i)(A), grant authority to the Directors (subject to flexibility to use shares, if so required, in further of the Company’s unissued shares the passing of Resolution 9) to allot shares connection with the proper development up to an aggregate nominal amount of of the Company and to sell treasury shares of the business. US$210,880,831 in connection with a for cash as if the pre-emption provisions pre-emptive offer to existing shareholders by of section 561 of the Act do not apply. Item 11: Purchase of own shares way of a rights issue (with exclusions to deal Under section 561(1) of the Act, if the by the Company with fractional entitlements to shares and Directors wish to allot shares, or grant The purpose of Resolution 11, which is overseas shareholders to whom the rights rights to subscribe for, or convert securities proposed as a special resolution, is to issue cannot be made due to legal and into shares, or sell treasury shares for renew the authority granted at last year’s practical problems). This amount represents cash (other than pursuant to an employee Annual General Meeting which expires 66.66% of the total ordinary share capital share scheme), they must first be offered on the date of the forthcoming AGM. of the Company in issue at 3 March 2017. to existing shareholders pro rata to The resolution authorises the Company their holdings. to make market purchases of its own At 3 March 2017, no shares in the Company shares as permitted by the Act. The were held as treasury shares. authority limits the total number of shares

4 Notice of Annual General Meeting 2017 and Shareholders’ Circular that could be purchased to a maximum Item 12: Notice period for general The Directors consider all of the of 126,541,153 (representing less than meetings proposed resolutions to be in the 10% of the issued share capital of the The purpose of Resolution 12, which is best interests of the Company and Company at 3 March 2017) and sets proposed as a special resolution, is to shareholders as a whole. Accordingly, minimum and maximum prices. reduce the notice period required for a the Directors unanimously recommend general meeting of the Company (other that you vote in favour of all the No shares were repurchased during than an Annual General Meeting) to 14 resolutions. 2016 and the Board has no intention clear days. Changes made to the Act of repurchasing shares in 2017. The by the Companies (Shareholders’ Rights) All resolutions will be put to a poll authority sought under Resolution 11 will Regulations 2009 (the Shareholders’ Rights vote. This means that the votes of all be exercised only if the Directors believe Regulations) increase the notice period shareholders, including the majority of that to do so would result in an increase required for general meetings of the our shareholders who cannot attend in earnings per share and would be likely Company to 21 days unless shareholders the meeting but who submit a Proxy to promote the success of the Company approve a shorter notice period, which Form, are counted. for the benefit of shareholders generally. cannot however be less than 14 clear days. The Directors’ current intention is that, Annual General Meetings will continue to be If you received a Proxy Form you are in such circumstances, any shares so held on at least 21 clear days’ notice. requested to complete and return your repurchased would be cancelled. Proxy Form as soon as possible. If you Before the coming into force of the have registered to appoint a proxy The authority being sought under Resolution Shareholders’ Rights Regulations on electronically, and have thus not 11 would permit any shares so purchased 3 August 2009, the Company was able to received a Proxy Form, you should either to be cancelled or held as treasury call general meetings (other than an Annual follow the instructions in the email you shares. In order to maximise its opportunities General Meeting or a general meeting received notifying you of the availability for access to the market, the Company may for the passing of a special resolution or a of the Shareholders’ Circular. also consider using the same authority from resolution appointing a person as a Director) shareholders to give irrevocable instructions on 14 clear days’ notice without obtaining Any registered holder may, if they to banks to enable any share repurchases such shareholder approval. In order to so wish, register the appointment to continue during the closed periods ahead preserve this ability to call such general of a proxy electronically either via the of the quarterly publication of its results. meetings on 14 clear days’ notice (and to internet or, if holding shares through If this were done, appropriate and timely extend this ability to general meetings for CREST, using the CREST electronic announcements to the stock exchanges the passing of a special resolution or a proxy appointment service. Please would be made. resolution appointing a Director), Resolution refer to the Notes in the Notice of 12 seeks such approval. The flexibility AGM from page 10 for details. The At 3 March 2017, the total number of shares offered by Resolution 12 will be used where, appointment of a proxy will not prevent under option that were outstanding under taking into account the circumstances, the you from also attending the AGM and, all of the Company’s share option plans Directors consider that it is merited by the if you are a registered holder, voting in was 2,684,744 representing 0.21% of the business to be considered at the meeting person. All shareholders or proxies Company’s issued share capital at that date. and it is thought to be in the interests of attending the AGM are asked to bring This number of outstanding shares under shareholders as a whole. The Company the Attendance Card with them. option could potentially represent 0.27% undertakes to meet the requirements for If you wish to appoint a corporate of the issued capital of the Company, if electronic voting under the Shareholders’ representative to attend the AGM, the Company were to purchase its own Rights Regulations before calling a general please refer to the Notes in the Notice shares to the fullest possible extent of its meeting on 14 clear days’ notice. The of AGM from page 10 for details. authority from shareholders (both existing approval will be effective until the Company’s and being sought). next Annual General Meeting, when Yours faithfully, it is intended that a similar resolution will This authority will only be valid until the be proposed. conclusion of the Annual General Meeting in 2018 or the close of business on 27 July 2018, whichever is earlier.

Leif Johansson Chairman 16 March 2017

AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA 5 Notice of Annual General Meeting 2017 and Shareholders’ Circular

Notice is hereby given that the Annual a) Leif Johansson (65) c) Marc Dunoyer (64) General Meeting (AGM) of AstraZeneca PLC Non-Executive Chairman of the Board Executive Director and CFO (the Company) will be held on Thursday (April 2012*) (November 2013) 27 April 2017 at 2.30pm (BST) at the Park Committee membership Chairman of the Skills and experience Marc’s career Plaza London Riverbank Hotel, 18 Albert Nomination and Governance Committee in pharmaceuticals, which has included Embankment, London SE1 7TJ. You will be and member of the Remuneration periods with Roussel Uclaf, Hoechst Marion asked to consider and pass the following Committee Roussel and GlaxoSmithKline (GSK), has resolutions. Resolutions 10 to 12 inclusive given him extensive industry experience, will be proposed as special resolutions. All Skills and experience From 1997 to 2011, including finance and accounting; corporate other resolutions will be proposed as Leif was of AB Volvo. strategy and planning; research and ordinary resolutions. Prior to that, he served at AB Electrolux, latterly as Chief Executive Officer from 1994 development; sales and marketing; business reorganisation; and business Ordinary resolutions to 1997. He was a Non-Executive Director development. Marc is a qualified accountant 1 To receive the Company’s Accounts, the of Bristol-Myers Squibb from 1998 to and joined AstraZeneca in 2013, serving Reports of the Directors and Auditor and September 2011, serving on the Board’s as Executive Vice-President, GPPS from the Strategic Report for the year ended Audit Committee, and Compensation and June to October 2013. Prior to that, he 31 December 2016. Development Committee. He holds an MSc in engineering from Chalmers served as Global Head of Rare Diseases 2 To confirm the first interim dividend of University of Technology, Gothenburg. at GSK and (concurrently) Chairman, US$0.90 (68.7 pence, SEK 7.81) per GSK Japan. He holds an MBA from HEC, ordinary share and to confirm as the final Other appointments Leif is Chairman Paris and a Bachelor of Law degree dividend for 2016 the second interim of global telecommunications company, from Paris University. LM Ericsson. He holds board positions at dividend of US$1.90 (150.2 pence, d) Geneviève Berger (62) SEK 16.57) per ordinary share. Autoliv, Inc and Ecolean AB. He has been a member of the Royal Swedish Academy Non-Executive Director (April 2012) 3 To appoint PricewaterhouseCoopers LLP of Engineering Sciences since 1994, serving Committee membership Member as Auditor of the Company to hold office as Chairman since 2012. Leif is also a of the Science Committee and oversees from the end of the AGM to the end of the member of the European Round Table sustainability matters on behalf of the Board next meeting at which accounts are laid of Industrialists and Chairman of the Skills and experience Geneviève was before the Company. International Advisory Board of the Chief Science Officer at Unilever PLC and Nobel Foundation. 4 To authorise the Directors to agree the a member of the Unilever Leadership remuneration of the Auditor. b) Pascal Soriot (57) Executive from 2008 to April 2014. She Executive Director and CEO 5 To elect or re-elect the following Directors holds three doctorates – in physics, human (October 2012) of the Company with effect from the end biology and medicine – and was appointed of the AGM as separate resolutions: Skills and experience Pascal brings a Professor of Medicine at l’Université Pierre passion for science and medicine as well et Marie Curie, Paris in 2006. Her previous A separate vote will be taken in respect as significant experience in established positions include Professor and Hospital of the election or re-election of each and emerging markets, strength of strategic Practitioner at l’Hôpital de la Pitié-Salpêtrière Director. In accordance with Article 66 thinking, a successful track record of in Paris; Director of the Biotech and of the Company’s Articles of Association, managing change and executing strategy, Agri-Food Department; Head of the all of the Directors will retire at the and the ability to lead a diverse organisation. Technology Directorate at the French AGM and may present themselves He served as of Ministry of Research and Technology; for re-election. Roche’s pharmaceuticals division from 2010 Director General, at the Centre National to September 2012 and, prior to that, Chief de la Recherche Scientifique; and Chairman Executive Officer of Genentech, a biologics of the Health Advisory Board of the business, where he led its successful EU Commission. merger with Roche. Pascal joined the Other appointments In May 2015, pharmaceutical industry in 1986 and has Geneviève was appointed as a Director worked in roles in of Air Liquide S.A. for a term of four years. numerous major companies around the She is currently Chief Research Officer at world. He is a doctor of veterinary medicine Firmenich SA, Geneva, Switzerland. (École Nationale Vétérinaire d’Alfort, Maisons-Alfort) and holds an MBA from HEC, Paris.

* Date of appointment.

6 Notice of Annual General Meeting 2017 and Shareholders’ Circular e) Philip Broadley (56) g) Graham Chipchase (54) i) Shriti Vadera (54) Proposed Non-Executive Director Non-Executive Director (April 2012) Non-Executive Director (January 2011) Committee membership Proposed Committee membership Chairman of the Committee membership Member of the member of the Audit Committee Remuneration Committee and member of Audit Committee and the Remuneration Skills and experience Philip has significant the Nomination and Governance Committee Committee financial and international business Skills and experience Graham was Skills and experience Shriti has significant experience, having previously been Group Chief Executive Officer of global consumer knowledge of global finance, emerging Finance Director of Prudential plc for eight packaging company, Rexam PLC from markets and public policy. She has advised years and Old Mutual plc for six years. He 2010 to 2016 after serving at Rexam as governments, banks and investors on the started his career at Arthur Andersen where Group Director, Plastic Packaging and Eurozone crisis, the banking sector, debt he was a partner for seven years. He is Group Finance Director. Previously, he was restructuring and markets. She has served a past Chairman of the 100 Group of Finance Director of Aerospace Services at as a G20 Adviser and a Minister in the UK Finance Directors in the UK. He is a Fellow the global engineering group GKN PLC Cabinet Office and Business Department of the Institute of Chartered Accountants from 2001 to 2003. After starting his career and International Development Department. in England and Wales. He graduated in with Coopers & Lybrand Deloitte, he held She has also served on the Council of Philosophy, Politics and Economics from various finance roles in the industrial gases Economic Advisers, HM Treasury, where St Edmund Hall, Oxford and has a MSc in company The BOC Group PLC (now part she focused on business and international Behavioural Science from the London of The Linde Group). He is a Fellow of the economic issues. Prior to that, Shriti spent School of Economics. Institute of Chartered Accountants in 14 years in investment banking with Other appointments Philip chairs the England and Wales and holds an MA (Hons) SG Warburg/UBS. Audit Committee of Legal & General Group in chemistry from Oriel College, Oxford. Other appointments Shriti is Chairman of plc. He is a member of the Code Committee Other appointments In January 2017, Santander UK plc and Senior Independent of The Takeover Panel. He is a member Graham joined Brambles Limited, the Director of BHP Billiton. of the Oxford University Audit Committee, Sydney-listed supply chain logistics j) Marcus Wallenberg (60) Treasurer of the London Library and company, as CEO designate, and Non-Executive Director (April 1999) a governor of Eastbourne College. was appointed CEO with effect from Committee membership Member of the f) Bruce Burlington (68) 20 February 2017. Science Committee Non-Executive Director (August 2010) h) Rudy Markham (71) Senior independent Non-Executive Skills and experience Marcus has Committee membership Chairman of the Director (April 2015. Member of the international business experience across Science Committee and member of the Board since September 2008) various industry sectors, including the Audit Committee and the Nomination and pharmaceutical industry from his Governance Committee Committee membership Chairman of directorship with Astra prior to 1999. the Audit Committee and member of the Skills and experience Bruce is a Other appointments Marcus is Chairman pharmaceutical product development and Remuneration Committee and Nomination and Governance Committee of Skandinaviska Enskilda Banken AB, Saab regulatory affairs consultant and brings AB and FAM AB. He is a member of the extensive experience in these areas. He Skills and experience Rudy has significant boards of Investor AB, Temasek Holdings spent 17 years with the FDA, serving as international business and financial Limited, and the Knut and Alice Wallenberg Director of its Center for Devices and experience, having formerly held various Foundation. Radiological Health, as well as holding senior commercial and financial positions various senior roles in the Center for Drug with Unilever, culminating in his appointment Evaluation and Research. After leaving as its . He also served the FDA, he held various senior executive as a Non-Executive Director of the UK positions at Wyeth (now part of Pfizer). Financial Reporting Council from 2007 Other appointments Bruce is a Non- to 2012 and formerly as Chairman and a Executive Director of the International Non-Executive Director of Moorfields Eye Partnership for Microbicides. Hospital NHS Foundation Trust. Other appointments Rudy is a non- executive member of the Boards of United Parcel Services Inc. and Legal & General plc. He is also Vice Chairman of the of Corbion NV (formerly CSM NV), a Fellow of the Chartered Institute of Management Accountants and a Fellow of the Association of Corporate Treasurers.

AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA 7 Notice of Annual General Meeting 2017 and Shareholders’ Circular continued

6 To approve the annual statement (A) up to an aggregate nominal (b) subject to paragraph (c) below, all of the Chairman of the Remuneration amount of US$105,440,415; and existing authorities given to the Committee and the Annual Report Directors pursuant to section 551 of on Remuneration for the year ended (B) comprising equity securities (as the Companies Act 2006 be revoked 31 December 2016, as set out on defined in the Companies Act by this resolution; and pages 103 to 121 of the Annual Report, 2006) up to an aggregate nominal in accordance with section 439 of the amount of US$210,880,831 (c) paragraph (b) above shall be without Companies Act 2006. (including within such limit any prejudice to the continuing authority shares issued or rights granted of the Directors to allot shares, or 7 To approve the Directors’ Remuneration under paragraph (A) above) in grant rights to subscribe for or Policy, as set out on pages 122 to 132 connection with an offer by way convert any security into shares, of the Annual Report in accordance with of a rights issue: pursuant to an offer or agreement section 439A of the Companies Act made by the Company before the 2006, to take effect from 27 April 2017. (I) to holders of ordinary shares expiry of the authority pursuant to in proportion (as nearly as may which such offer or agreement 8 That the Company and any company be practicable) to their existing was made. which is or becomes a subsidiary of the holdings; and Company during the period to which Special resolutions this resolution relates be generally (II) to people who are holders of 10 That subject to the passing of authorised to: other equity securities if this is Resolution 9 as set out in the Notice required by the rights of those of AGM of the Company convened for (a) make donations to political parties securities or, if the Directors 27 April 2017 and in place of the power and/or independent election consider it necessary, as given to them pursuant to the special candidates; permitted by the rights of resolution of the Company passed on those securities; 29 April 2016, the directors be generally (b) make donations to political empowered pursuant to section 570 organisations other than political and so that the Directors may and section 573 of the Companies Act parties; and impose any limits or restrictions 2006 to allot equity securities (as defined and make any arrangements in the Companies Act 2006) for cash, (c) incur political expenditure which they consider necessary pursuant to the authority conferred by or appropriate to deal with Resolution 9 in the Notice of AGM as during the period commencing on the date treasury shares, fractional if section 561(1) of the Act did not apply of this resolution and ending on the date entitlements, record dates, legal, to the allotment. of the Company’s next Annual General regulatory or practical problems Meeting, provided that in each case the in, or under the laws of, any This power: total amount of all such donations and territory or any other matter, expenditure made by all companies to (a) expires (unless previously renewed, which this authority relates shall not exceed for a period expiring (unless varied or revoked by the Company in aggregate US$250,000. Any terms previously renewed, varied or in general meeting) at the end of the used in this resolution which are defined revoked by the Company in general next Annual General Meeting of the in Part 14 of the Companies Act 2006 shall meeting) at the end of the next Company after the date on which this bear the same meaning for the purposes Annual General Meeting of the resolution is passed (or, if earlier, at of this resolution. Company after the date on which this the close of business on 27 July resolution is passed (or, if earlier, at 2018), but the Company may make 9 That: the close of business on 27 July an offer or agreement which would or 2018); and might require equity securities to be (a) the Directors be generally and allotted after expiry of this power unconditionally authorised pursuant (ii) make an offer or agreement which and the directors may allot equity to section 551 of the Companies Act would or might require shares to securities in pursuance of that offer 2006 to: be allotted, or rights to subscribe or agreement as if this power had not for or convert any security into expired; and (i) allot shares in the Company, and shares to be granted, after expiry to grant rights to subscribe for or of this authority and the Directors (b) shall be limited to the allotment of to convert any security into shares may allot shares and grant rights equity securities in connection with in the Company: in pursuance of that offer or an offer of equity securities (but in the agreement as if this authority had case of the authority granted under not expired; Resolution 9(a)(i)(B), by way of a rights issue only):

8 Notice of Annual General Meeting 2017 and Shareholders’ Circular (i) to the ordinary shareholders in (b) the minimum price (exclusive of proportion (as nearly as may be expenses) which may be paid for practicable) to their existing each ordinary share is US$0.25; and holdings; and (c) the maximum price (exclusive of (ii) to people who are holders of other expenses) which may be paid for equity securities, if this is required each ordinary share is the higher of: by the rights of those securities or, if the directors consider it (i) an amount equal to 105% of the necessary, as permitted by the average of the middle market rights of those securities; quotations for an ordinary share of the Company as derived from and so that the directors may impose the London Stock Exchange Daily any limits or restrictions and make Official List for the five business any arrangements which they days immediately preceding the consider necessary or appropriate to day on which the ordinary share is deal with treasury shares, fractional contracted to be purchased; and entitlements, record dates, legal, regulatory or practical problems in, (ii) an amount equal to the higher of or under the laws of, any territory the price of the last independent or any other matter; and trade of an ordinary share and the highest current independent bid (c) in the case of the authority granted for an ordinary share as derived under Resolution 9(a)(i)(A) shall be from the London Stock Exchange limited to the allotment of equity trading service SETS. securities for cash otherwise than pursuant to paragraph (b) up to This authority shall expire at the an aggregate nominal amount conclusion of the Annual General of U S $15,817,6 4 4. Meeting of the Company held in 2018 or, if earlier, at the close of business This power applies in relation to a sale on 27 July 2018 (except in relation of shares which is an allotment of equity to the purchase of shares the contract securities by virtue of section 560(3) of for which was concluded before the the Companies Act 2006 as if in the first expiry of such authority and which paragraph of this resolution the words might be executed wholly or partly after ‘pursuant to the authority conferred by such expiry). Resolution 9 in the Notice of AGM’ were omitted. 12 That a general meeting other than an Annual General Meeting may be called 11 That the Company be unconditionally on not less than 14 clear days’ notice. and generally authorised to make market purchases (within the meaning By order of the Board: of section 693(4) of the Companies Act 2006) of its ordinary shares of US$0.25 A C N Kemp each in the capital of the Company Company Secretary provided that: AstraZeneca PLC Registered in England No. 2723534 (a) the maximum number of ordinary Registered Office: 1 Francis Crick Avenue, shares which may be purchased Cambridge Biomedical Campus, is 126,541,153; Cambridge CB2 0AA 16 March 2017

AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA 9 Notice of Annual General Meeting 2017 and Shareholders’ Circular continued

Notes communicate with the Company for any of whether it relates to the appointment Security at the AGM purposes other than those expressly stated. of a proxy or to an amendment to the We take the safety of our shareholders instruction given for a previously appointed and the security of the AGM very seriously. Deadline for receipt of Proxy Form proxy, must, in order to be valid, be As usual, we will implement a range of To be effective, the Proxy Form (or electronic transmitted so as to be received by Equiniti security measures at the AGM, based on appointment of a proxy) must be received Registrars (ID RA19) by the latest time for a thorough assessment of potential risks. by the Company’s registrar, Equiniti receipt of proxy appointments specified We kindly request that everybody entering Registrars, not later than 2.30pm (BST) above. For this purpose, the time of receipt the AGM meeting room allows their bag or on Tuesday 25 April 2017, or if this AGM is will be taken to be the time (as determined briefcase to be searched. If you are happy adjourned, not less than 48 hours before the by the time stamp applied to the message to allow a search, you will be welcome to time for holding such adjourned meeting. by the CREST Applications Host) from take your bag or briefcase into the meeting The appointment of a proxy will not prevent which Equiniti Registrars is able to retrieve room with you. Otherwise, we will politely a shareholder from attending and voting the message by enquiry to CREST in the require you to leave it in the cloakroom in person at the meeting. manner prescribed by CREST. After this for the duration of the meeting. For the time, any change of instructions to a proxy safety and security of our shareholders, Appointment of proxies through appointed through CREST should be photography and filming will not be Sharevote and Shareview websites communicated to the proxy through permitted in the AGM meeting room. Shareholders who would prefer to register other means. the appointment of their proxy electronically Entitlement to attend and vote via the internet can do so through the CREST members and, where applicable, Pursuant to Regulation 41 of the Sharevote website, www.sharevote.co.uk, their CREST sponsors or voting service Uncertificated Securities Regulations 2001, using their personal Authentication providers should note that Euroclear does only holders of ordinary shares entered in Reference Number (this is the series of not make available special procedures in the register of members of the Company numbers printed under the headings Voting CREST for any particular messages. Normal by 6.30pm (BST) on Tuesday 25 April 2017 ID, Task ID and Shareholder Reference system timings and limitations will therefore (or their duly appointed proxies), or if this Number on the Proxy Form). Alternatively, apply in relation to the input of CREST Proxy meeting is adjourned, in the register of shareholders who have already registered Instructions. It is the responsibility of the members by 6.30pm (BST) two days prior with Equiniti Registrars’ online portfolio CREST member concerned to take (or, to any adjourned meeting, are entitled to service, Shareview, can appoint their proxy if the CREST member is a CREST personal attend or vote at the AGM in respect of the electronically by logging on to their portfolio member or sponsored member or has number of ordinary shares registered in their at www.shareview.co.uk and clicking on the appointed a voting service provider(s), to name at that time. Changes to the entries in link to vote. Full details and instructions on procure that his CREST sponsor or voting the register of members after 6.30pm (BST) these electronic proxy facilities are given service provider(s) take(s)) such action on Tuesday 25 April 2017, or if this meeting on the respective websites. as shall be necessary to ensure that a is adjourned, in the register of members message is transmitted by means of the after 6.30pm (BST), two days prior to any Appointment of proxies CREST system by any particular time. In this adjourned meeting, shall be disregarded through CREST connection, CREST members and, where in determining the rights of any person to CREST members who wish to appoint a applicable, their CREST sponsors or voting attend or vote at the AGM. proxy or proxies for the AGM, including any service provider(s) are referred, in particular, adjournment(s) thereof, through the CREST to those sections of the CREST Manual A registered member of the Company may electronic proxy appointment service may concerning practical limitations of the appoint one or more proxies (who need not do so by using the procedures described CREST system and timings. The Company be a member of the Company) to exercise in the CREST Manual on the Euroclear may treat a CREST Proxy Instruction as all or any of his rights to attend and to speak website, www.euroclear.com. CREST invalid in the circumstances set out in and vote at a meeting of the Company personal members or other CREST Regulation 35(5)(a) of the Uncertificated provided that each proxy is appointed to sponsored members, and those CREST Securities Regulations 2001. exercise the rights attached to a different members who have appointed a voting share or shares held by him. A member may service provider(s), should refer to their Appointment of corporate representatives only appoint a proxy by: CREST sponsor or voting service provider(s) Any corporation which is a member who will be able to take the appropriate can appoint one or more corporate >>Completing and returning the Proxy Form; action on their behalf. representatives who may exercise on or its behalf all of its powers as a member >>Going to the Shareview website, In order for a proxy appointment or provided if two or more representatives www.shareview.co.uk; or instruction made using the CREST service purport to vote in respect of the >>If you are a user of the CREST system to be valid, the appropriate CREST message same shares: (including CREST Personal Members), (CREST Proxy Instruction) must be properly having an appropriate CREST message authenticated in accordance with Euroclear >>If they purport to exercise the power transmitted. UK & Ireland Limited’s specifications and in the same way as each other, the power must contain the information required for is treated as exercised in that way; and You may not use any electronic address such instructions, as described in the >>In other cases, the power is treated as provided in this Notice of AGM to CREST Manual. The message, regardless not exercised.

10 Notice of Annual General Meeting 2017 and Shareholders’ Circular Plaza London Riverbank Hotel, 18 Albert Nominated Persons Members’ rights to ask questions Embankment, London SE1 7TJ from Any person to whom this Notice of AGM Any member attending the meeting has the 2.15pm (BST) until the conclusion of the is sent who is a person nominated under right to ask questions. The Company must AGM: (1) a statement of the interests and section 146 of the Companies Act 2006 to cause to be answered any such question transactions of Directors and their families enjoy information rights (Nominated Person) relating to the business being dealt with at in the share capital of the Company and any may have a right, under an agreement the meeting but no such answer need be of its subsidiaries; (2) copies of all contracts between him or her and the shareholder given if: (i) to do so would interfere unduly of service and letters of appointment by whom he or she was nominated, to with the preparation for the meeting or under which Directors of the Company be appointed (or to have someone else involve the disclosure of confidential are employed by the Company or any of appointed) as a proxy for the AGM. If a information; (ii) the answer has already been its subsidiaries; (3) the Annual Report and Nominated Person has no such proxy given on a website in the form of an answer Form 20-F Information 2016; and (4) a copy appointment right or does not wish to to a question; or (iii) it is undesirable in of the Company’s Articles of Association. exercise it, he or she may, under any such the interests of the Company or the good agreement, have a right to give instructions order of the meeting that the question Voting results to the shareholder as to the exercise of be answered. The results of the voting at the AGM voting rights. will be announced through a Regulatory Members’ resolutions and matters under Information Service and will appear on our The statement of the rights of shareholders sections 338 and 338A of the Companies website, www.astrazeneca.com as soon in relation to the appointment of proxies Act 2006 as reasonably practicable following the above does not apply to Nominated Under sections 338 and 338A of the conclusion of the AGM. Persons. The rights described above Companies Act 2006, members meeting can only be exercised by shareholders the threshold requirements in those sections Updated information of the Company. have the right to require the Company: (i) to Updates to certain items of information in give, to members of the Company entitled the Company’s Annual Report and Form Poll voting to receive notice of the meeting, notice of a 20-F Information 2016 are provided below, All resolutions will be put to a poll vote. This resolution to be moved at the meeting; and/ to provide more up to date figures following means that the votes of all shareholders, or (ii) to include in the business to be dealt the publication of the Annual Report: including the majority of shareholders who with at the meeting any matter (other than a cannot attend the meeting but who submit proposed resolution) which may be properly >>On 3 March 2017, the proportion of a Proxy Form, are counted. included in the business unless: (a) (in the ordinary shares represented by ADSs case of a resolution only) it would, if passed, was 14.9% of the ordinary share capital Members’ requests under section 527 be ineffective; (b) it is defamatory of any of the Company in issue on that date. of the Companies Act 2006 person; or (c) it is frivolous or vexatious. >>On 3 March 2017, the number of Under section 527 of the Companies Act Such a request may be in hard copy form registered holders of ordinary shares was 2006, members meeting the threshold or in electronic form, must identify the 89,728 (of which 704 were in the US) and requirements set out in that section have resolution of which notice is to be given or the number of record holders of ADRs on the right to require the Company to publish the matter to be included in the business, the same date was 1,877 (of which 1,869 a statement on a website setting out must be authorised by the person or were in the US). any matter relating to: (i) the audit of the persons making it, must be received by >>On 3 March 2017, there were options Company’s accounts (including the auditor’s the Company not later than 15 March 2017, outstanding to subscribe over 2,684,744 report and the conduct of the audit) that are being the date six clear weeks before the ordinary shares of the Company, with to be laid before the AGM; and/or (ii) any meeting, and (in the case of a matter to be subscription prices in the range of circumstance connected with an auditor of included in the business only) must be 1882–3929 pence (weighted average the Company ceasing to hold office since accompanied by a statement setting out subscription price 2868 pence) and the last Annual General Meeting. The the grounds for the request. normal expiry dates from 2017 to 2022. Company may not require the shareholders requesting any such website publication to Total voting rights pay its expenses in complying with sections At 3 March 2017 (being the last practicable 527 or 528 of the Companies Act 2006. date prior to the publication of this Notice of Where the Company is required to place a AGM), the Company’s issued share capital statement on a website under section 527 consisted of 1,265,411,533 ordinary shares, of the Companies Act 2006, it must forward carrying one vote each. Therefore, the total the statement to the Company’s auditor not voting rights of the Company at 3 March later than the time when it makes the 2017 were 1,265,411,533. statement available on the website. The business which may be dealt with at the Documents available for inspection AGM includes any statement that the The following information may be inspected Company has been required under section during business hours at the Company’s 527 of the Companies Act 2006 to publish registered office and will on the day of the on a website. AGM be available for inspection at the Park

AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA 11 Registered office Registrar AstraZeneca PLC Equiniti 1 Francis Crick Avenue Aspect House Cambridge Biomedical Campus Spencer Road Cambridge CB2 0AA Lancing UK West Sussex BN99 6DA Tel: +44 (0)20 3749 5000 UK Tel: (freephone in the UK) 0800 389 1580 Investor relations Tel: (outside the UK) +44 (0)121 415 7033 UK: as above Swedish Central Securities Depository US: Euroclear Sweden AB Investor Relations PO Box 191 AstraZeneca Pharmaceuticals LP SE-101 23 Stockholm One MedImmune Way Sweden Gaithersburg MD 20878 Tel: +46 (0)8 402 9000 US Tel: +1 (301) 398 0000 US Depositary Citibank Shareholder Services PO Box 43077 Providence RI 02940-3077 US Tel: (toll free in the US) +1 888 697 8018 Tel: (outside the US) +1 781 575 4555 [email protected]

A copy of this Notice of AGM, and other information required by section 311A of the Companies Act 2006, is available online at

www.astrazeneca.com/noticeofmeeting2017

12 Notice of Annual General Meeting 2017 and Shareholders’ Circular