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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 Executive Director 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 Corporate Governance 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 shareholder resolution. 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.