notice of annualand Summary general meetingFinancial Statement 2007 and shareholders’ circular WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd letter from the chairman  letter from the chairman

This document is important and requires your immediate attention. If you are or incurring because of the Political Parties, in any doubt about its contents or what action you should take, you should Elections and Referendums Act 2000 in the consult your independent financial adviser. If you have sold or transferred all UK (“the Act”). of your AstraZeneca Ordinary Shares you should send this document and the accompanying documents to the purchaser or transferee or to the stockbroker, The Company has no intention of changing its bank or other agent through whom the sale or transfer was effected for current practice of not making donations to transmission to the purchaser or transferee. political parties in the EU and it will not do so without the specific endorsement of its shareholders. However, the Act defines Dear Shareholder Senior Independent Director. Sir Peter was ‘political organisation’ widely so as to include, On behalf of the Board of AstraZeneca PLC, first appointed to the Board in January 1995. amongst other things, an organisation that I enclose various documents concerning your carries on activities that are capable of being shareholding in the Company. These are: On behalf of the whole Board, I would like reasonably regarded as intended to influence to express our gratitude to Erna and Sir public support for a political party in any EU 1 A Shareholders’ Circular incorporating Peter for their considerable contribution to member state or to influence voters in relation the formal Notice of the Annual General AstraZeneca’s success and wish them both to any referendum in any EU member state. Meeting of the Company to be held on well as they leave us. With effect from the Thursday, 26 April 2007 (“AGM”). AGM, and subject to their re-election at the As a result, it is possible that EU political 2 A Proxy Form and Attendance Card for AGM, Michele Hooper will assume the role organisations may include, for example, the AGM. This also includes an Option of Senior Independent Director and John interest groups or lobbying organisations Card for use if you wish to receive the Varley will become Chairman of the concerned with the review of government full Annual Report and Form 20-F Remuneration Committee. John Varley policy or law reform. It may, depending upon Information next year. was appointed pursuant to Article 70 of the issue, be in the Company’s interest to the Company’s Articles of Association since support or participate in such groups or As in previous years, the principal meeting the date of the last general meeting of the organisations and the purpose of this place for the AGM will be in London. Unlike Company in April 2006. Consequently, in resolution is to enable the Company or its in previous years however, the AGM will accordance with Article 65 of the Company’s subsidiaries to do so without inadvertently commence at 2.30 pm British Summer Time Articles of Association he is submitting breaching the Act. Any expenditure that may (3.30 pm Swedish time). There will also be himself for re-election. be incurred under the authority conferred by one satellite meeting place, in Stockholm. this resolution will be disclosed in next year’s An audio-visual link will enable shareholders In December 2006, the annual review of how Annual Report and Form 20-F Information. and their proxies attending the AGM at each the Board operates and the assessment of the venue to see and hear the business being individual performance of Directors took place. Item 8: Allotment of New Shares: conducted, ask questions and vote. English/ The Board concluded that it was performing This ordinary resolution, if approved by Swedish translation facilities will be available effectively, both as a whole and in respect of shareholders, would enable the Directors at each venue. individual members, as were its committees. to continue to exercise their existing power The Board also considered the independence under the Company’s Articles to allot new The business to be conducted at the AGM of the Non-Executive Directors under the UK’s shares in the capital of the Company. As is summarised below. Combined Code on Corporate Governance. specified in the resolution, the Directors’ With the exception of myself as Chairman, authority will only be valid until the conclusion Item 5: Directors: Biographical details of Håkan Mogren and Marcus Wallenberg for of the AGM in 2008 or 30 June 2008, the Directors presenting themselves for the reasons explained in the Directors’ Report whichever is earlier. It would be limited to re-election are given in the Shareholders’ for 2006, the Board concluded that all are the allotment of a maximum of 508,510,940 Circular. Erna Möller will not be seeking independent. The Directors’ Report can be Ordinary Shares representing 33.33% of re-election this year and will retire from the found in the Company’s Annual Report and the total Ordinary Share capital of the Board at the AGM. Erna has served the Form 20-F Information 2006 which is available Company in issue at 28 February 2007 Company as a Non-Executive Director for on our website, astrazeneca.com, or by (known as the Section 80 amount). The limit eight years and worked as a member of request from the Company if you have not of 33.33% is derived from guidelines issued various Board committees including, most already received a copy. by the Association of British Insurers (“ABI”) recently, the Remuneration Committee and which, for public companies listed in the UK, the Science Committee. Prior to joining the In addition to the ordinary business of the effectively limit the maximum amount of Board of AstraZeneca PLC in April 1999, meeting under Items 1 to 6, shareholders share capital which can be authorised for Erna was a member of the Board of Astra AB, will be asked for their approval of the allotment to one third of a company’s issued having first been appointed to that Board in following matters: Ordinary Share capital. May 1995. Item 7: Political Donations: As in previous As at 28 February 2007, no shares in the Sir Peter Bonfield will also not be seeking years, this ordinary resolution seeks authority Company were held as treasury shares. re-election this year and will retire from from shareholders to enable the Company or the Board at the AGM. Sir Peter currently its subsidiaries to make donations or incur Other than the allotment of Ordinary Shares serves as Chairman of the Remuneration expenditure in the European Union (“EU”), for the purposes of fulfilling the Company’s Committee and is a member of the up to an aggregate limit of $150,000, which it obligations under its various share plans, the Nomination Committee. He is also the would otherwise be prohibited from making Directors have no present intention of allotting

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd  LETTER FROM THE CHAIRMAN CONTINUED

any of the authorised share capital of the also derived from the ABI guidelines way under this resolution, with the present Company which has not yet been allotted. mentioned above. This authority will expire intention of cancelling them. In order to at the conclusion of the AGM in 2008 or maximise its opportunities for access to For information, during 2006, the Directors 30 June 2008, whichever is earlier. the market, the Company may also consider used equivalent authorities, given to them using the same authority from shareholders by shareholders at previous AGMs, for the Item 10: Purchase of Own Shares by the to give irrevocable instructions to banks to purposes of fulfilling the Company’s Company: This special resolution renews the enable the share re-purchases to continue obligations under its various share plans. authority of the Directors to purchase, in the during the close periods ahead of the market, the Company’s own shares, for the quarterly publication of its results as it did In total, 23,548,800 new Ordinary Shares purposes of Section 166 of the Companies during 2006. If this were done, appropriate were allotted in 2006, which represented Act 1985. The authority limits the total number announcements would be made at the time. 1.5369% of the total Ordinary Share capital of shares that could be purchased and sets of the Company at 31 December 2006. minimum and maximum prices. As at 28 February 2007, the total number of options over shares that were outstanding The number of new Ordinary Shares allotted In accordance with the policy stated last under all of the Company’s share option during 2006, the percentage of the Company’s year, the Board intends to continue its plans was 44,284,228 representing 2.90% share capital they represented at 31 December practice of growing dividends in line with of the Company’s issued share capital at 2006 and the share plans in respect of which earnings (maintaining dividend cover in the that date. This number of outstanding they were allotted were as follows: two to three times range) whilst substantially options could potentially represent 3.42% distributing the balance of cash flow via share of the issued capital of the Company, if the Zeneca 1994 Executive re-purchases. In 2006, $6.4 billion was Company were to purchase its own shares Share Option Scheme* 4,038,121 0.2636% distributed from free cash flow of $6.8 billion to the fullest possible extent of its authority AstraZeneca Share via dividends and share re-purchases. The from shareholders (existing and being sought). Option Plan 18,543,045 1.2102% Board intends to continue this policy, but AstraZeneca Savings- firmly believes that the first call on free cash This authority will only be valid until the Related Share Option flow is business need and, having fulfilled conclusion of the AGM in 2008 or 30 June Scheme* and AstraZeneca that, will return surplus cash flow to 2008, whichever is earlier. Savings-Related Share shareholders. The primary business need is Option Plan 248,376 0.0162% to build the product pipeline by supporting Item 11: Electronic communication with AstraZeneca All- internal and external opportunities. On shareholders: The purpose of this special Employee Share Plan† 719,258 0.0469% this basis, in 2007 the Board intends to resolution is to allow the Company to take Total allotted re-purchase $4 billion of shares; this may advantage of new Companies Act 2006 rules in 2006 23,548,800 1.5369% be increased if there are substantial cash for communications between companies, inflows from new share issues to meet shareholders and others that came into force * No further options are being granted under these schemes. † UK Share Incentive Plan approved by HM Revenue & employee share option exercises. on 20 January 2007. Customs, offering free shares and partnership shares. During 2006, the Company re-purchased The key change made by the new rules No other new shares were allotted and cancelled 72.2 million Ordinary Shares is that a shareholder is assumed to have during 2006. with a nominal value of $0.25 each at a total agreed to the Company publishing cost of $4.1 billion. As at 28 February 2007, documents and information on a website if Item 9: Pre-Emption Rights: This special since the beginning of the original re-purchase certain conditions are met and procedures resolution renews the authority of the programme in 1999, the Company has followed. Shareholders can, however, ask Directors to allot shares of the Company and purchased in total 289.8 million of its own for a hard copy of any document at any time. to sell treasury shares for cash as if the pre- Ordinary Shares with a nominal value of $0.25 emption provisions of Section 89 of the each for an aggregate cost of $13.7 billion. The resolution covers all documents or Companies Act 1985 do not apply. Under This number of shares represents 19.00% of information that the Company may send to Section 89, when new shares are allotted or the Company’s total issued share capital at shareholders. This includes, but is not limited treasury shares are sold for cash, they must 28 February 2007. Following the purchase of to, annual reports and accounts, summary first be offered to existing shareholders pro these shares, they were all cancelled and not financial statements, notices of general rata to their holdings. This provision was used for any other purpose. meetings and any documents that the designed to prevent the holdings of existing Company is required to send to shareholders shareholders being diluted against their The authority being sought under this under the Listing Rules of the Financial wishes by the allotment of new shares. resolution would permit any shares so Services Authority in its capacity as the UK Shareholders may waive this right of pre- purchased to be either cancelled or held Listing Authority or other rules the Company emption. The authority contained in this as treasury shares. The authority will be is subject to. The resolution supersedes any resolution would be limited to the allotment exercised only if the Directors believe that inconsistent provision in the Company’s of shares or the sale of treasury shares for to do so would result in an increase in Articles of Association. cash having an aggregate nominal value of earnings per share and would be in the $19,069,160 which represents 5.00% of the best interests of shareholders generally. If the resolution is passed, the Company total Ordinary Share capital of the Company will be able to ask each member individually in issue at 28 February 2007 (known as the The Company will continue to purchase to agree that the Company may send out or Section 89 amount). The limit of 5.00% is its own shares in the market in the usual supply documents or information by means

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd letter from the chairman 

of a website. The request will explain that, if You are requested to complete and return > On 23 February 2007, three Directors the Company has not received a response the Proxy Form as soon as possible. You acquired an interest in the Company’s within 28 days beginning with the date of may, if you wish, register the appointment Ordinary Shares as a result of the the request, the shareholder will be taken of your proxy electronically either via the previously disclosed arrangements to have agreed. The request will be sent to internet or, if you hold your shares through relating to the payment of annual bonuses all shareholders, including those who have CREST, using the CREST electronic proxy for 2006, whereby each individual is already agreed to website publication, so that appointment service. Please refer to the required to defer a portion of the bonus in future the Company has a single regime notes in the Notice of AGM on page 7 for earned into shares for a period of three applicable to all shareholders. details. The appointment of a proxy will not years. David Brennan was allocated prevent you from also attending the AGM 12,014 Ordinary Shares, Jonathan Even if a shareholder fails to respond, and is and voting in person. All shareholders or Symonds was allocated 6,491 Ordinary taken to agree to website publication, he or proxies attending the AGM are asked to Shares and John Patterson was allocated she can ask for a hard copy of any document bring the Attendance Card with them. 5,600 Ordinary Shares. The shares were from the Company at any time. The allocated at a price of 2911 pence per Company will send the copy free of charge Please note that if you wish to receive the full share and the individuals will become within 21 days of receiving the request. Annual Report and Form 20-F Information beneficially entitled to these Ordinary next year, you must return the Option Card by Shares on 24 February 2010. After this The Company will notify shareholders when a 31 July 2007. If you do not, you will receive the allocation, Mr Symonds has, in total, document or information is made available on shorter Annual Review only. an interest in 114,921 Ordinary Shares the website. Shareholders may choose to of the Company and Dr Patterson in receive this notification in hard copy or by email. Yours sincerely 94,502 Ordinary Shares.

Regardless of whether or not this resolution > On 23 February 2007, David Brennan also is passed and given practical effect through received a scheduled distribution out of the sending out of letters (as explained the AstraZeneca US Executive Deferral above), VPC holders will continue to be given Louis Schweitzer Plan, a unitised stock fund established in the choice as to whether or not to receive the Chairman 2000, in which Mr Brennan, in common annual report or annual review in hard copy AstraZeneca PLC with other participating US executives, form or via the website and whether to Registered in England No. 2723534 is deemed to have a notional interest in receive English or Swedish versions of these Registered Office: 15 Stanhope Gate, ADSs calculated by reference to the fund documents. The position of VPC holders will London W1K 1LN value and the closing price of AstraZeneca therefore not be affected by these proposals. 19 March 2007 ADSs. Following this scheduled distribution on 23 February 2007, The new arrangements are expected to Note: In order to update you since the Mr Brennan had a notional interest save considerable administrative, printing publication of the Company’s Annual in 54,313 ADSs within the AstraZeneca and postage costs, while preserving Report and Form 20-F Information 2006, US Executive Deferral Plan by reference shareholders’ rights to receive hard copy please note: to the closing price on 23 February 2007 documents if they wish. of US$57.19. > On 28 February 2007, the proportion It is expected that the Company will be of Ordinary Shares represented by On 26 February 2007, Mr Brennan required to make changes to its Articles of American Depositary Shares was purchased, on his own account, Association at the next AGM in order to give 10.33% of the Ordinary Share capital additional ADSs to be held within the effect to the new Companies Act 2006. The of the Company in issue on that date. AstraZeneca US Executive Deferral Plan, Directors consider it appropriate to reflect the bringing his notional interest in ADSs held changes brought about by this resolution in > The number of registered holders of within the AstraZeneca US Executive the Articles of Association at that time. Ordinary Shares on 28 February 2007 Deferral Plan as at 26 February 2007 to was 136,046 (of which 815 were in the 62,192 ADSs, based on that day’s closing In accordance with the Company’s Articles US) and the number of record holders of price of US$57.30. of Association, a poll vote will be held for the American Depositary Receipts on the special resolutions. All other resolutions will same date was 2,562 (of which 2,523 On 28 February 2007, Mr Brennan also be put to a poll vote. This means that were in the US). purchased, on his own account, 5,000 the votes of all shareholders, including the additional ADSs at a price of US$56.34 majority of our shareholders who cannot > On 28 February 2007, there were options per ADS to be held in a personal attend the meeting but who submit a Proxy to subscribe outstanding over 44,284,228 brokerage account. Form, are counted. A poll vote allows the Ordinary Shares of the Company, entire shareholder base to express its views. with subscription prices in the range of In total, as at 28 February 2007, 1740 – 3487 pence (weighted average Mr Brennan has an interest in 110,567 The Directors consider all the proposed subscription price 2675 pence) and Ordinary Shares and 160,297 resolutions to be in the best interests of the normal expiry dates from 2007-2016. AstraZeneca ADSs, including the notional Company and shareholders as a whole. interest in ADSs in the AstraZeneca US Accordingly, the Directors unanimously > During the period 1 January 2007 to Executive Deferral Plan referred to above. recommend that you vote in favour of all 28 February 2007, no Director exercised the resolutions. any options.

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd  Notice of Annual General Meeting of AstraZeneca PLC and Shareholders’ Circular

This document is important and requires your immediate attention. If you are John Patterson FRCP (59) in any doubt about its contents or what action you should take, you should Executive Director, Development consult your independent financial adviser. If you have sold or transferred all Appointed as a Director 1 January 2005. of your AstraZeneca Ordinary Shares you should send this document and the Fellow of the Royal College of Physicians. accompanying documents to the purchaser or transferee or to the stockbroker, Director of the British Pharma Group. Non- bank or other agent through whom the sale or transfer was effected for Executive Director of Cobham plc. Non- transmission to the purchaser or transferee. Executive Director of Amersham plc 2001- 2004. President of the Association of the British Pharmaceutical Industry 2002-2004. Notice is hereby given that the Annual Louis Schweitzer (64) Member of the Supervisory Board of the UK General Meeting of AstraZeneca PLC will be Non-Executive Chairman Medicines Control Agency 1990-1994. held on Thursday, 26 April 2007 in the Great Chairman of the Nomination Committee Executive Vice-President, Product Strategy Hall at Kensington Town Hall, Hornton Street, Appointed as a Director 11 March 2004. & Licensing and Business Development, London W8 7NX at 2.30 pm (BST), with an Non-Executive Chairman of Renault SA AstraZeneca PLC 1999-2004. audio-visual link to a satellite meeting place since April 2005. Chairman and Chief at The Globe Arena, Stockholm at 3.30 pm Executive Officer of Renault SA 1992-2005. Jonathan Symonds CBE (48) (local time) for the following purposes: President of the Management Board of Executive Director and Renault-Nissan BV 2002-2005. Chief Chief Financial Officer 1 To receive the Company’s Accounts and Financial Officer and Executive Vice- Appointed as a Director 1 October 1997. the Reports of the Directors and Auditor President 1988-1992 and President and Also has overall responsibility for Strategic for the year ended 31 December 2006. Chief Operating Officer 1990-1992, Renault Planning & Business Development, SA. Non-Executive Director of BNP-Paribas, Information Services and Global Purchasing. 2 To confirm the first interim dividend of Electricité de France, Veolia Environnement, Non-Executive Director of Diageo plc. $0.49 (26.6 pence, SEK3.60) per Volvo AB and L’Oréal. Vice-Chairman of the Former member of the UK Accounting Ordinary Share and to confirm as the final Supervisory Board of Philips Electronics NV. Standards Board (August 2003 – August dividend for 2006 the second interim 2006). Joint Chairman of the Business Tax dividend of $1.23 (63 pence, SEK8.60) Håkan Mogren KBE (62) Forum. Member of the Advisory Board of per Ordinary Share. Non-Executive Deputy Chairman Oxford University Centre for Business Member of the Nomination Committee Taxation. 3 To re-appoint KPMG Audit Plc, London Appointed as a Director 6 April 1999. as Auditor. Formerly Chief Executive Officer and a John Buchanan (63) Director of Astra AB (appointed 18 May Non-Executive Director 4 To authorise the Directors to agree the 1988). Member of the Board of Directors Chairman of the Audit Committee and remuneration of the Auditor. of Investor AB, Rémy Cointreau SA, Groupe Member of the Remuneration Committee Danone and Norsk Hydro ASA. Director Appointed as a Director 25 April 2002. 5 To re-elect the following Directors: of the Marianne and Marcus Wallenberg Executive Director and Group Chief Financial Foundation. Member of the Royal Swedish Officer of BP p.l.c. 1996-2002. Member of A separate vote will be taken in respect of the Academy of Engineering Sciences. the UK Accounting Standards Board 1997- re-election of each Director. In accordance 2001. Senior Independent Director of BHP with Article 65 of the Company’s Articles of David R Brennan (53) Billiton Plc. Deputy Chairman of Vodafone Association, all of the Directors will retire at Executive Director and Group Plc. Chairman of Smith & Nephew plc. the Annual General Meeting in 2008 and may Chief Executive Officer present themselves for re-election. Appointed as a Director 14 March 2005. Appointed Chief Executive Officer with effect from 1 January 2006. Member of the Executive Board of the Pharmaceutical Research and Manufacturers of America (PhRMA). Board member of the European Federation for Pharmaceutical Industries and Associations (EFPIA). Executive Vice- President, North America, AstraZeneca PLC 2001-2005. Chairman of the Board of the Southeastern Chapter of the American Heart Association 2004-2006.

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd notice of agm 

Jane Henney (59) Dame Nancy Rothwell (51) 6 To approve the Directors’ Remuneration Non-Executive Director Non-Executive Director Report for the year ended 31 December Member of the Audit Committee, Chairman of the Science Committee 2006 set out in the Appendix. the Nomination Committee and Appointed as a Director 27 April 2006. the Science Committee Also has responsibility for overseeing 7 To consider and, if thought fit, pass the Appointed as a Director 24 September 2001. Corporate Responsibility. MRC Research following as an ordinary resolution: Currently Senior Vice-President and Provost Professor and Vice-President for Research for Health Affairs, University of Cincinnati at the University of Manchester. Trustee of “That the Company and any company Medical Academic Health Center, appointed Cancer Research UK and the Campaign which is or becomes a subsidiary of April 2003. Prior appointments include: for Medical Progress, Chair of the Research the Company during the period to which Deputy Director, US National Cancer Defence Society, Chair of the Wellcome this resolution relates be and is hereby Institute; Vice-Chancellor of Health, Trust Public Engagement Strategy Panel. authorised for the purposes of Part XA University of Kansas Medical Center; Deputy Council member of the Biotechnology and of the Companies Act 1985 to make Commissioner for Operations, US Food Biological Sciences Research Council. Prior Donations to EU Political Organisations and Drug Administration; and Commissioner appointments include: President of the British or incur EU Political Expenditure during of Food and Drugs, US Food and Drug Neuroscience Association and Council the period ending on the date of the Administration. Non-Executive Director of member of the Medical Research Council. Company’s Annual General Meeting in AmerisourceBergen Corporation and CIGNA 2008, provided that any such donations Corporation. Other board appointments John Varley (50) and expenditure made by the Company, include The Commonwealth Fund, China Non-Executive Director together with those made by any Medical Board, OMERIS and BIO/START. Member of the Remuneration Committee subsidiary company while it is a subsidiary Appointed as a Director 26 July 2006. of the Company, shall not exceed in Michele Hooper (55) Executive Director of Barclays Bank plc aggregate $150,000 during that period. Non-Executive Director and Barclays plc since 1998 and Group Chief For the purposes of this resolution, the Member of the Audit Committee Executive since 2004. Director of Ascot expressions ‘Donations’, ‘EU Political Appointed as a Director 1 July 2003. Authority Holdings since 2001. President of Organisations’ and ‘EU Political President and Chief Executive Officer of the Employers’ Forum on Disability and Expenditure’ have the meanings set out Stadtlander Drug Company 1998-1999. member of the International Advisory Panel in Part XA of the Companies Act 1985 Corporate Vice-President and President, of the Monetary Authority of Singapore. (as amended by the Political Parties, International Businesses of Caremark Treasurer and Trustee of St. Dunstan’s, Elections and Referendums Act 2000).” International Inc. 1992-1998. Non-Executive Trustee of Thornton Smith Plevins Young Director of PPG Industries, Inc. Non- People’s Trust and Chairman of Business 8 To consider and, if thought fit, pass the Executive Director of Warner Music Action on Homelessness. following as an ordinary resolution: Group, Inc. Marcus Wallenberg (50) “That the authority and power to allot Joe Jimenez (47) Non-Executive Director new shares conferred on the Directors Non-Executive Director Appointed as a Director 6 April 1999. by Article 7.1 of the Company’s Articles Member of the Remuneration Committee Formerly a Director of Astra AB (appointed of Association be renewed for the period and the Nomination Committee 18 May 1989). Stepped down from the commencing on the date of this Annual Appointed as a Director 1 July 2003. Audit Committee on 31 December 2005. General Meeting and ending on the date Executive Vice-President of H J Heinz Chairman of Skandinaviska Enskilda Banken of the Annual General Meeting of the Company and President and Chief Executive AB. Chairman of Saab AB. Vice-Chairman Company in 2008 or, if earlier, on 30 June Officer of Heinz Europe 2002-2006. Telefonaktiebolaget LM Ericsson. Non- 2008, and for such period the Section 80 Corporate Vice-President then Senior Vice- Executive Director of Electrolux AB, Stora amount shall be US dollars 127,127,735.” President and President of Heinz North Enso Oyj and the Knut and Alice Wallenberg America 1998-2002. Non-Executive Director Foundation. Chairman of International of Blue Nile, Inc. Chamber of Commerce (ICC).

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd  Notice of Annual General Meeting of AstraZeneca PLC and Shareholders’ Circular continued

9 To consider and, if thought fit, pass the 11 To consider and, if thought fit, pass the following as a special resolution: following as a special resolution:

“That the power conferred on the “That: Directors by Article 7.2 of the Company’s Articles of Association be renewed for the (a) the Company may send or supply any period commencing on the date of this document or information that is: Annual General Meeting and ending on the date of the Annual General Meeting i. required or authorised to be sent or of the Company in 2008 or, if earlier, on supplied by the Company under 30 June 2008, and for such period the the Companies Acts (as defined in Section 89 amount shall be US dollars section 2 of the Companies Act 19,069,160.” 2006 (the 2006 Act)); or

10 To consider and, if thought fit, pass the ii. pursuant to the Company’s Articles following as a special resolution: of Association; or

“That the Company be and is hereby iii. pursuant to any other rules or unconditionally and generally authorised regulations to which the Company for the purposes of Section 166 of the may be subject; Companies Act 1985 to make market purchases (as defined in Section 163 of by making it available on a website; that Act) of Ordinary Shares of $0.25 each in the capital of the Company (b) the relevant provisions of the 2006 provided that: Act, which apply when documents sent under the Companies Acts are (a) the maximum number of shares made available on a website, shall which may be purchased is also apply, with any necessary 152,553,282 (being 10% of the changes, when any document or Company’s share capital in issue information is sent or supplied under as at 28 February 2007); the Company’s Articles of Association or other rules or regulations to which (b) the minimum price (exclusive of the Company may be subject; and expenses) which may be paid for each share is $0.25 (being the nominal (c) this Resolution 11 shall supersede value of an Ordinary Share); any provision of the Company’s Articles of Association to the extent (c) the maximum price (exclusive of that it is inconsistent with this expenses) which may be paid for a resolution.” share is an amount equal to 105% of the average of the middle market By order of the Board: value of the Company’s Ordinary Shares, as derived from The London G H R Musker Stock Exchange plc Daily Official List Group Secretary and Solicitor for the five business days immediately AstraZeneca PLC preceding the day on which such Registered in England No. 2723534 share is contracted to be purchased; Registered Office: 15 Stanhope Gate, and London W1K 1LN 19 March 2007 (d) this authority shall expire at the conclusion of the Annual General Note: An explanation of Items 7 to 11 Meeting of the Company held in is given in the letter from the Chairman 2008 or, if earlier, on 30 June 2008 accompanying this Notice of Annual (except in relation to any purchase General Meeting. of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).”

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd notice of agm 

Notes Appointment of proxies through CREST their CREST sponsors or voting service Entitlement to attend and vote and CREST members who wish to appoint a provider(s) are referred, in particular, to deadline for receipt of Proxy Form proxy or proxies for the AGM, including any those sections of the CREST Manual Pursuant to Regulation 41 of the adjournment(s) thereof, through the CREST concerning practical limitations of the Uncertificated Securities Regulations 2001, electronic proxy appointment service may CREST system and timings. The Company only holders of Ordinary Shares entered in do so by using the procedures described may treat a CREST Proxy Instruction as the register of members of the Company at in the CREST Manual. CREST personal invalid in the circumstances set out in 6:00 pm on Tuesday, 24 April 2007 (or their members or other CREST sponsored Regulation 35(5)(a) of the Uncertificated duly appointed proxies), or, if this meeting is members, and those CREST members who Securities Regulations 2001. adjourned, in the register of members as at have appointed a voting service provider, 6:00 pm on the day that is two days prior to should refer to their CREST sponsor or voting Documents available for inspection the adjourned meeting, are entitled to attend service provider who will be able to take the The following information may be inspected or vote at the AGM in respect of the number appropriate action on their behalf. during business hours at the Company’s of Ordinary Shares registered in their name registered office and at the Company’s at that time. Changes to the entries in the In order for a proxy appointment or offices at S-151 85 Södertälje, Sweden and register of members after 6:00 pm on instruction made using the CREST will on the day of the AGM be available for Tuesday, 24 April 2007, or if this meeting is service to be valid, the appropriate CREST inspection at Kensington Town Hall, Hornton adjourned, in the register of members as at message (a “CREST Proxy Instruction”) must Street, London W8 7NX from 2.15 pm (BST) 6:00 pm on the day that is two days prior to be properly authenticated in accordance and at The Globe Arena, Stockholm from the adjourned meeting, shall be disregarded with CRESTCo’s specifications and must 3.15 pm (local time) until the conclusion of in determining the rights of any person to contain the information required for such the AGM: (1) a statement of the interests attend or vote at the AGM. instructions, as described in the CREST and transactions of Directors and their Manual. The message, regardless of whether families in the share capital of the Company To be effective, the Proxy Form (or electronic it relates to the appointment of a proxy or to and any of its subsidiaries; and (2) copies appointment of a proxy) must be received by an amendment to the instruction given for a of all contracts of service and letters of the AstraZeneca Registrar, Lloyds TSB previously appointed proxy, must, in order to appointment under which Directors of the Registrars, not less than 48 hours before the be valid, be transmitted so as to be received Company are employed by the Company time for holding the AGM, or if this AGM is by Lloyds TSB Registrars (ID 7RA01) by the or any of its subsidiaries. adjourned, not less than 48 hours before the latest time for receipt of proxy appointments time for holding such adjourned meeting. specified above. For this purpose, the time The appointment of a proxy will not prevent of receipt will be taken to be the time (as a shareholder from attending and voting in determined by the timestamp applied to the person at the meeting. message by the CREST Applications Host) from which Lloyds TSB Registrars is able to Appointment of proxies through retrieve the message by enquiry to CREST Sharevote and Shareview websites in the manner prescribed by CREST. After A shareholder may appoint one or more this time, any change of instructions to a proxies (whether shareholders or not) to proxy appointed through CREST should attend and vote in his or her place. be communicated to the proxy through Shareholders who have not elected to other means. receive shareholder documents electronically have been sent a Proxy Form CREST members and, where applicable, containing notes on completion and use. their CREST sponsors or voting service Shareholders who would prefer to register providers should note that CRESTCo does the appointment of their proxy electronically not make available special procedures in via the internet can do so through the CREST for any particular messages. Normal Sharevote website, www.sharevote.co.uk, system timings and limitations will therefore using their personal Authentication apply in relation to the input of CREST Proxy Reference Number (this is the series of 24 Instructions. It is the responsibility of the numbers printed under the shareholder’s CREST member concerned to take (or, if name on the Proxy Form). Alternatively, the CREST member is a CREST personal shareholders who have already registered member or sponsored member or has with Lloyds TSB Registrars’ online portfolio appointed a voting service provider, to service, Shareview, can appoint their proxy procure that his CREST sponsor or voting electronically by logging on to their portfolio service provider takes) such action as shall at www.shareview.co.uk and clicking on be necessary to ensure that a message is ‘Company Meetings’. Full details and transmitted by means of the CREST system instructions on these electronic proxy by any particular time. In this connection, facilities are given on the websites. CREST members and, where applicable,

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This Directors’ Remuneration Report has Remuneration Committee membership Remuneration Committee remit been prepared in accordance with the and meetings The remit of the Remuneration Committee Directors’ Remuneration Report Regulations The members of the Remuneration Committee is as follows: 2002 and meets the relevant requirements are Sir Peter Bonfield (Chairman of the of the Listing Rules of the Financial Services Committee), John Buchanan, Joe Jimenez, (i) After appropriate consultation with the Authority. As required by the Regulations, Erna Möller and (since 26 July 2006) Chairman and Chief Executive Officer, a resolution to approve the report will be John Varley. They are all Non-Executive to make recommendations to the Board proposed at the Annual General Meeting Directors. The Board considers them all on the Company’s policy for executive (AGM) on Thursday 26 April 2007. to be independent. (Independence of Non- remuneration and to determine, on behalf Executive Directors is discussed in more of the Board, the entire individual Table of Contents detail in the Directors’ Report for 2006.) remuneration package, including the Remuneration Committee terms and conditions of employment membership and meetings Sir Peter Bonfield and Erna Möller do not and the retirement/severance provisions Remuneration Committee remit intend to submit themselves for re-election in relation to the Chairman, the Deputy at the AGM in 2007, and Sir Peter’s role as Chairman, the Chief Executive Officer, Overall remuneration policy and purpose Chairman of the Committee will be assumed Executive Directors, the Secretary and Principal components of by John Varley. such other senior managers as may be employee remuneration determined by the Chief Executive Officer. Executive Directors’ remuneration The Remuneration Committee met four Pension arrangements times in 2006. Each meeting was attended In formulating its proposals, the Committee by all of its members, except that other is required to give such persons every Performance targets and measurement commitments prevented John Buchanan encouragement to enhance the Company’s AstraZeneca Share Option Plan from attending the meetings on 1 February performance and to ensure that they are AstraZeneca Performance Share Plan and 6 December. John Varley joined the fairly, but responsibly, rewarded for their Committee on 26 July and only attended individual contributions. > Grant and vesting of Awards meetings after that date. At the request of the > Basis of participation Remuneration Committee, David Brennan (ii) To make recommendations to the Board > Performance period (Chief Executive Officer), Tony Bloxham for the Company’s Executive Share Option > Performance targets (Executive Vice-President, Human Scheme and Employee and Executive Resources), Peter Brown (Vice-President, Performance Bonus Schemes (and any > Individual limit Global Compensation and Benefits) and other similar schemes) and to exercise the > Performance under the AstraZeneca Louis Schweitzer (Chairman), as well as the powers of the Directors under the rules of Performance Share Plan in 2006 Secretary of the Remuneration Committee, such schemes. Executive Directors’ service contracts Graeme Musker, attended all of its meetings Position of the Non-Executive Directors in 2006, except when their own remuneration (iii) At all times to ensure that the Company was being discussed. They provided advice complies to the fullest extent appropriate External appointments and retention of fees and services that materially assisted the and practicable with the Combined Code Directors’ emoluments in 2006 Remuneration Committee during the year. setting out Principles of Good Governance Directors’ interests in shares In doing so, Mr Brown drew on various and the Code of Best Practice annexed sources of data concerning directors’ and to the Listing Rules of the Financial Audit executives’ salaries, bonus levels and other Services Authority. Pensions incentives including general pharmaceutical Transactions with Directors industry reports and surveys, as well as A copy of the Remuneration Committee’s 1 Total Shareholder Return graphs surveys specifically carried out for the remit is available on the Company’s website . Company. These included certain surveys Unitised stock plans prepared for the Company by Towers Perrin. Share options Gains by Directors on exercise During 2006, Ms Carol Arrowsmith of Deloitte of share options again provided the Remuneration Committee with independent advice on all matters being considered by it. During 2006, Deloitte also provided taxation advice and other non-audit services to the Company.

1 www.astrazeneca.com/article/11156.aspx

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Overall remuneration policy and purpose The cost and value of the components of The way in which these elements are combined In determining the level of Directors’ the remuneration package are considered and applied varies depending, for example, on remuneration, the Remuneration Committee as a whole and are designed to: market need and practice in various countries. considers the policies, practices and other factors that relate to all employees, as set > Ensure a proper balance of fixed and Executive Directors’ remuneration out below. variable performance-related components, In 2006, for each Executive Director, the linked to short- and longer-term objectives. individual components were: In general, the Company is committed to maintaining a dynamic performance culture, > Reflect market competitiveness. > Annual salary – the actual salary for each in which every employee is clear about the Executive Director determined by the Company’s objectives, and knows how their Principal components of Remuneration Committee on behalf of work impacts on those objectives and that employee remuneration the Board and established in sterling. they will benefit from achieving high levels Throughout 2006, as in 2005, the principal These salaries reflect the experience and of performance. It is against this background components of the total remuneration sustained performance of the individuals that the specific remuneration of the package, for employees as a whole, were: to whom they apply, as judged annually Executive Directors and other members by the Remuneration Committee, taking of the Senior Executive Team (SET) is > Annual salary – based on conditions in the account also of market competitiveness considered in the deliberations of the Board relevant geographic market, with provision and the level of increases applicable to all and the Remuneration Committee. to recognise, in addition, the value of an other employees. The Company seeks to individual’s sustained personal performance, position salaries at or slightly above the Consistent with its approach during the year, resulting from their ability and experience. median of the market, benchmarked the Board has confirmed that the Company’s against comparable jobs in the countries overall remuneration policy and purpose > Annual bonus – a lump-sum payment in which officers normally work, primarily going forward will continue to be: related to the targeted achievement of in pharmaceutical companies or companies corporate, functional and individual goals, with levels of global operation similar > Attract and retain people of the quality measured over a year and contained to those of AstraZeneca. All Executive necessary to sustain the Company as one within a specific plan. The corporate goals Directors’ terms and conditions are of the best pharmaceutical companies in are derived from the annual financial targets UK-based, apart from David Brennan’s the world. set by the Board and take into account pension (including health insurance) external expectations of performance. arrangements, which are described below. > Motivate them to achieve the level of The functional goals are agreed by the performance necessary to create Remuneration Committee at the start of, For 2007, the Executive Directors’ revised sustained growth in shareholder value. and are monitored throughout, the year. annual salaries are as follows: Bonuses are not pensionable. In order to achieve this, remuneration policy – David Brennan £940,000 (this and practice are designed to: > Longer-term incentives – for selected represents an increase of 8.05% groups, targeted at the achievement of over his 2006 salary); > Closely align individual and team reward strategic objectives closely aligned with with business performance at each level. the interests of shareholders, namely the – John Patterson £504,692 (this AstraZeneca Share Option Plan described represents an increase of 3.50% > Encourage employees to perform to their on pages 11 and 12 and, for some over his 2006 salary); and fullest capacity. individuals potentially, the AstraZeneca Performance Share Plan described on – Jonathan Symonds £600,000 (this > Encourage employees to align their pages 12 and 13. represents an increase of 8.15% over interests with those of shareholders. his 2006 salary). > Pension arrangements appropriate to the > Support managers’ responsibility to relevant national market. > Short-term bonus: achieve business performance through people and to recognise superior > Other benefits, such as holidays and – The Chief Executive Officer was performance, in the short and longer term. sickness benefit, which are cost-effective eligible for an annual bonus related and compatible with relevant national to performance against the criteria > Be as locally focused and flexible as is welfare arrangements. described below. The bonus payable practicable and beneficial. was on a scale of 0-180% of salary, > Share participation – various plans with 90% of salary payable for the > Be as internally consistent as is practicable provide the opportunity for employees achievement of target performance. and beneficial, taking due account of to take a personal stake in the Company’s The bonus was not pensionable. market need. wealth creation as shareholders. These David Brennan’s bonus for 2006 plans are described in Note 25 to the amounts to £1,049,220 (120.6% of > Be competitive and cost-effective in each Financial Statements. salary). For 2007, the bonus range of the relevant employment markets. will be the same.

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– The Chief Financial Officer was > Longer-term incentives: > combined age and service at retirement eligible for an annual bonus related equals or exceeds 85; and to performance against the criteria – Executive Directors are also rewarded described below. The bonus payable for improvement in the share price > at 1 July 1996, combined age and service was on a scale of 0-150% of salary, performance of the Company over was equal to or exceeded 60; and with 75% of salary payable for the a period of years by the grant of share achievement of target performance. options under the AstraZeneca Share > the member was categorised as a non- The bonus was not pensionable. Option Plan. The grant of such options highly-compensated employee. Jonathan Symonds’ bonus for 2006 is determined by the Remuneration amounted to £566,936 (102.2% of Committee, as are the performance Similar early retirement terms apply to the salary). For 2007, the bonus range targets that apply and whether they supplementary, non-qualified plan, as it will be the same. apply to the grant and/or exercise of relates to highly-compensated employees. options – this is described in more – The Executive Director, Development detail below. The US Defined Benefit Pension Plan and the was eligible for an annual bonus related supplementary, non-qualified pension plan to performance against the criteria – In 2006, Executive Directors (and other have a service cap at 35 years’ service, after described below. The bonus payable members of the SET) were also eligible which no further service accrual is earned. was on a scale of 0-150% of salary, to participate in the AstraZeneca with 75% of salary payable for the Performance Share Plan described On death in retirement, there is a pension achievement of target performance. below. payable to the surviving spouse or other The bonus was not pensionable. dependant if the member so elects prior John Patterson’s bonus for 2006 > An expectation to hold shares equivalent to retirement. The pension plan provides for amounted to £489,124 (100.3% of to one-times annual salary, and to retain continuation of service credit in the event of salary). For 2007, the bonus range the net number of shares acquired under disability until age 65, death or commencement will be the same. the AstraZeneca Share Option Plan for of benefit. In the event of death prior to at least six months after the option is retirement, pre-survivor retirement benefits Since the 2004 consultation with exercised. are payable under the pension plan and shareholders, the performance criteria under the insurance plans available to all for determining the annual bonus for > Other customary benefits (such as US employees. Executive Directors (and other SET a car and health benefits) are also members) have been as follows: made available through participation Members and surviving spouses/dependants in the Company’s flexible benefits can elect to take pensions in lump-sum form – 50% by reference to earnings per share. arrangements, which extend to the based on actuarial valuation. vast majority of the Company’s UK, – 25% by measures relating to the Swedish and US employees. UK Executive Directors’ individual’s particular area of pension arrangements responsibility (or, in the case of the > Pension arrangements, as Certain changes to the tax treatment of Chief Executive Officer, the average described below. pensions in the UK took effect from 6 April 2006. of these individual outcomes for the The Remuneration Committee considered other members of the SET). Pension arrangements the impact those changes may have on UK The table on page 15 gives details of the Executive Directors’ pension arrangements. – 25% by a balance of qualitative and changes in the value of the Executive The Remuneration Committee endorsed the quantitative measures that address Directors’ accrued pensions during 2006. offer of a cash allowance in lieu of future the quality of business performance pension, offered annually and payable at the (discussed below under “Performance US Executive Directors’ election of each individual Executive Director. targets and measurement”). pension arrangements The cash allowance is consistent with the David Brennan (the Chief Executive Officer) cost of the alternative gross pension benefit. There is a requirement for SET members is a member of the AstraZeneca US Defined to defer a portion of their bonus earned Benefit Pension Plan, under a schedule This approach was considered in the into shares for a period of three years. applicable to legacy Astra Merck employees. context of: The portion currently deferred into shares Benefits for members of this plan are is one third of the pre-tax bonus for delivered on a tax-qualified basis, with > The Company’s desire to offer Executive Directors and one sixth for accrued benefits that exceed specific employees flexibility and choice in their all other SET members. On leaving, limits under the plan’s formula and the reward packages. participants would normally have to wait US Tax Code being delivered through a for the shares to be released at the end of supplementary, non-qualified pension plan > The Company’s policies of funded, the three-year period. The Remuneration (accruals in respect of the UK service being defined contribution pension provision. Committee reserves the right to modify booked in the UK accounts). The normal the bonus outcome if it believes it does pension age under both plans is 65. not reflect the underlying performance The tax-qualified plan has unreduced, of the business. early retirement benefits payable at age 62, or earlier if:

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> The Company’s desire to ensure it does > Annual payment by the Company of 26% > financial performance; not respond to tax changes in a way that of base salary. (The Company payment is > progress in R&D; would effectively deliver a guaranteed calculated as 30% of base salary less the > risk management; ‘net’ pension promise. required member contribution of 4%.) > executive development and succession; The Company contribution in 2006 for > corporate governance and social > The requirement that any alternative Jonathan Symonds in respect of the responsibility; and to pension should be cost-neutral to pension element was £172,000. This > reputation. the Company. payment represents three months at the pre-April rate of 50% and nine months at During 2006, the BPM framework was The Executive Director, Development has the new rate. reviewed, with a view to further enhancing elected to remain a member of the Company’s our focus on our strategic objectives. Bonus main UK defined benefit pension plan for the > To the extent this payment does not outcomes for 2007 will reflect overall corporate option year 2006/7 rather than take the cash provide equivalence to the UK defined and relevant functional performance against allowance. The normal pension age under benefit pension plan, the Company makes clear objectives in relation to: this plan is 62. However, a member’s accrued up the difference. The benefits derived pension is available from age 60 without any from equivalence are shown in the table > patients; actuarial reduction. In addition, the accrued on page 15 as if the scheme were a > products; pension is available, unreduced, from age 57 defined benefit arrangement. > people; and if the Company consents to a request for > performance. early retirement and from age 50 if the Performance targets and measurement retirement is at the Company’s request. Each year, as referred to above, both short- More information about these objectives is term and longer-term objectives are agreed set out on pages 11 and 15 of the Business On death in retirement, the accrued pension with the Board and regularly monitored, in Review. is guaranteed payable for the first five years respect of both individual business functions of retirement and then reduces to two-thirds and integrated corporate strategy, in the AstraZeneca Share Option Plan of this amount should there be a surviving Business Performance Management (BPM) The AstraZeneca Share Option Plan, as spouse or other dependant. Any member report. Performance against these objectives approved at the AGM in 2000 and operated may choose higher or lower levels of determines functional bonuses and, separately, subsequently, requires that the Remuneration survivor’s pensions at retirement, subject whether or not share options will be granted. Committee must, before agreeing the grant to HM Revenue & Customs limits, in return of options to Executive Directors and others, for an adjustment to their own pension of In respect of bonuses for 2006, relevant be satisfied that both the most recent and the equivalent actuarial value. Pensions are also factors included strong financial results ahead underlying performance of the Company payable to dependent children. of expectations and excellent progress in key justify each grant; and that each individual to areas. Earnings per share increased by 34% whom options are proposed to be granted In the event of a senior employee becoming compared to 2005; global sales increased has achieved the necessary performance. incapacitated, then a pension is payable by 11% overall and by 23% for key growth immediately as if such person had reached products; operating profit increased by 28% In agreeing grants of options during 2006, normal retirement age (subject to a maximum and R&D investment by 16% (all at constant the Remuneration Committee took into of 10 years’ additional service), based on exchange rates). The development pipeline account that, the AstraZeneca share price current pensionable salary. In the event of was strengthened and now comprises 120 increased by 53.5% between January 2005 a member’s death prior to retirement, projects (compared with 106 a year earlier), and January 2006, outperforming that of dependants are entitled to a pension of two- including 95 new chemical entities and 25 every major US, European Union and Swiss thirds of the pension that would have been life-cycle management projects. Significant pharmaceutical company; dividends earned had the deceased remained in service externalisation activity included six significant increased by 38% to $1.30 for the full year; to age 62, plus a capital sum of four times licence and acquisition transactions signed earnings per share for 2005, at $2.91, were pensionable pay. during the calendar year, among them the ahead of market expectations and up 41% acquisition of Cambridge Antibody Technology on the previous year and profits increased Pensions in payment are increased annually Group plc. Good progress was made in life- by 39%, to $6.5 billion in 2005. In addition, in line with inflation, as measured by the UK cycle management, with nine submissions costs remained strictly controlled throughout Retail Prices Index, up to a maximum of 5%. and nine approvals in the US or EU, including the value chain, with significant productivity the submissions for Crestor (atherosclerosis) gains achieved and people costs as a The Chief Financial Officer benefits from a and Seroquel SR (schizophrenia) in both percentage of operating costs remained pension promise equivalent to membership the EU and US. These achievements were flat at 33% whereas operating profit per of the defined benefit pension plan that applies underpinned by a continuing emphasis on employee increased by 41.5% to $100,200. to the Executive Director, Development. The cost discipline, improved productivity and Group sales increased in 2005 by 10% to composition of the promise originates from performance management. Bonus outcomes $23.95 billion. In relation to research and the application of the statutory earnings cap, for 2006 reflected overall corporate and development, expenditure totalled $3.4 billion which has now been removed following the relevant functional performance in 2006 in 2005, including new investment in April 2006 tax changes to the treatment of against clear objectives in relation to: laboratory facilities. Productivity increased in pensions in the UK. The equivalent pension 2005, with 25 candidate drugs selected for promise remains unchanged. It is delivered the early development portfolio (compared through a combination of: with 18 in 2004 and 15 in 2003); four new

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chemical entities were entered into Phase III The Company has a policy prohibiting Details of these grants are shown in the table development. There were 45 projects in the backdating of share options and no on page 18. The majority of Awards are likely the pre-clinical phase and 17, 15 and 29 backdating of the grant of share options has to be made at or around the same time projects in Phases I, II and III respectively. taken place on any occasion. The exercise each year as options are granted under the The Company’s outward focus has increased price is fixed by reference to the market AstraZeneca Share Option Plan. No payment considerably, with three licensing transactions price of AstraZeneca shares over the three- is required for the grant of Awards. completed in 2005. These will have the effect day period preceding the date of grant. of augmenting the development pipeline with The Remuneration Committee approves all Performance period and vesting dates two Phase II compounds and one Phase III grants of options shortly before the grant date. In the case of the 2005 Award, the compound. In addition, the acquisition of performance target relates to the three-year KuDOS Pharmaceuticals Limited was AstraZeneca Performance Share Plan period commencing on 1 January 2005 announced in December 2005. One of the changes announced by the and the vesting date is 29 June 2008. For Company following the 2004 review of the 2006 Award, the performance target As well as taking into account these executive remuneration was the introduction relates to the three-year period commencing performance considerations at the point of a new AstraZeneca Performance Share on 1 January 2006 and the vesting date is of granting options, the Remuneration Plan (the “Plan”). In last year’s report, we the third anniversary of the date of grant. Committee imposed testing performance described the first year of operation of the conditions in respect of the exercise of such new Plan. Performance targets granted options for members of the SET. For both Awards, the performance targets In order for the options to vest, EPS must Grant and vesting of Awards are the Company’s Total Shareholder Return increase by the UK retail price index plus The Plan provides for the grant of performance (“TSR”) over the relevant three-year period 5% per annum on average, for three years share awards (“Awards”) in respect of Ordinary compared to the TSR of a selected peer following grant, with no re-test. Shares in AstraZeneca PLC (“Shares”) group of 12 other pharmaceutical companies (which may be delivered in the form of for the same period. These companies are: The Remuneration Committee also sought American Depositary Shares in the US). Abbott Laboratories, Bristol-Myers Squibb, and received assurances that all individuals Save in exceptional circumstances, which Eli Lilly, GlaxoSmithKline, Johnson & Johnson, proposed for a grant of options had been are prescribed in the Plan rules or at the Merck, Novartis, Pfizer, Roche, Sanofi-Aventis, performing in a manner that justified a grant discretion of the Remuneration Committee, Schering-Plough and Wyeth. to them. It was noted that there was some vesting of Awards is contingent on the variation in the level of grants being proposed satisfaction of specified performance TSR looks at share price increase and between individuals, to reflect differing levels targets and continued employment with dividends re-invested in respect of a notional of performance. the AstraZeneca Group. Awards are not number of shares, from the beginning of the pensionable and may not be assigned or relevant performance period to the end of it, The dilutive effect of the proposed grants transferred (except on a participant’s death, and ranks the companies in the selected of options on the Company’s issued share when they may be assigned to the participant’s comparator group by reference to the TSR capital was also considered by the personal representatives). achieved over that period. The rank which Remuneration Committee, in accordance the Company’s TSR achieves over the with its commitment that the percentage of Basis of participation performance period will determine how the issued share capital that could be allocated The Remuneration Committee is responsible many Shares will vest under the relevant under all of the Company’s employee share for agreeing any Awards under the Plan and Award, as per the vesting schedule shown plans over a period of 10 years should be for setting the policy for the way in which the in the table below: under 10%. This commitment is applied by Plan should be operated, including agreeing the Remuneration Committee in practice as performance targets and which employees Vesting percentage of a limit, on average, of under 1% per annum. should be invited to participate in the Plan. TSR ranking of the Company Shares under Award The Remuneration Committee concluded that All employees of the Company and its Below median 0% a grant of options to those plan participants subsidiaries, including Executive Directors, Median 30% and individual Executive Directors proposed are eligible to participate. In practice, Upper quartile 100% for a grant was appropriate given the level of participation is highly selective and performance achieved. performance-driven. Between median and upper quartile Pro rata

For the grants of options to members Generally, Awards can be granted at any time, To alleviate any short-term volatility, the return of the SET, since the review of executive but not during a close period of the Company. index is averaged in the TSR calculations remuneration in 2004, the Remuneration As reported last year, the first grant of Awards for each company over the three months Committee has included a condition to the was made on 29 June 2005 (the “2005 Award”). prior to the start and end of the relevant effect that, if an event occurs which causes In 2006, grants of Awards were made on performance period. material reputational damage to the 24 March and 19 May (the “2006 Award”). Company, such that it is not appropriate for the options to vest and become exercisable, the Remuneration Committee can make a determination to that effect.

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In addition to the TSR performance target Details of Executive Directors’ service contracts at 31 December 2006 being met for each Award as set out above, the Date of Unexpired term at Remuneration Committee also has to satisfy Executive Director service contract 31 December 2006 Notice period itself that achievement of the TSR performance David R Brennan 1 January 2006 One year One year target is a genuine reflection of the Company’s Jonathan Symonds 20 May 1998 One year One year underlying financial performance. John Patterson 1 January 2005 One year One year The Remuneration Committee has the discretion to award Shares up to a further Executive Directors’ service contracts External appointments and 25% over and above the Shares subject to The service contracts of the current Executive retention of fees the Award, if the Company’s TSR performance Directors provide for a notice period of one With the specific approval of the Board in is substantially better than that of the upper year. For new Executive Directors, the Board each case, Executive Directors may accept quartile of the comparator group. would aim to negotiate a one-year notice external appointments as non-executive period. In exceptional circumstances, the directors of other companies and retain any The Remuneration Committee may vary or initial notice period may be longer than one related fees paid to them. waive these performance target(s) to take year. In those circumstances, the Board would account of events that lead the Remuneration explain to shareholders the reasons why it John Patterson is a Non-Executive Director Committee, acting fairly and reasonably, believed a longer notice period was necessary of Cobham plc. In respect of such position, to believe the performance target(s) to be and it would be the Board’s intention that it he retained the fees paid to him for his no longer appropriate. Any variation to should be reduced to one year subsequently. services. In 2006, the total amount of such the performance target(s) made by the At the time of the AGM on 26 April 2007, fees paid to him in respect of these services Remuneration Committee will not result in the unexpired term of Executive Directors’ was £51,500. the revised performance target(s) being, in service contracts will be a maximum of one the opinion of the Remuneration Committee, year. The details of the Executive Directors’ Jonathan Symonds is a Non-Executive more difficult or easier to satisfy than the individual service contracts are set out in the Director and Chairman of the Audit Committee initial performance target(s). table above. If an Executive Director’s service of Diageo plc. In respect of such position, he contract is terminated, the Company may, retained the fees paid to him for his services. Individual limit depending upon the circumstances, be liable In 2006, the total amount of such fees paid to In respect of any financial year, the maximum to provide compensation to the Executive him in respect of these services was £80,000. market value of Shares that may be put Director equivalent to the salary and benefits Mr Symonds also received £3,750 for his under Award in respect of an employee is which he or she would have received during position as a member of the UK Accounting 500% of that employee’s basic salary. This the contractual notice period plus, in the case Standards Board until August 2006. limit excludes the above 25% maximum of the Executive Director, Development, the additional Shares that may vest, at the sole unreduced pension entitlement described Directors’ emoluments in 2006 discretion of the Remuneration Committee, on page 11. For current Executive Directors, The Directors’ emoluments in 2006 are if the Company’s TSR performance is it is the Company’s expectation that any such disclosed on page 14. substantially above that of the upper quartile liability would be calculated on the basis of one of the comparator group. year’s base salary, target bonus and other Directors’ interests in shares benefits. The Company’s policy in the event Details of the Directors’ interests in the The actual individual limits that apply under of the termination of an Executive Director’s Company’s Ordinary Shares are disclosed the Plan are set by the Remuneration service contract is to avoid any liability to the on pages 17 to 20. Committee from time to time. Executive Director in excess of his or her contractual entitlement and to aim to ensure Audit Performance under the AstraZeneca that any liability is mitigated to the fullest The Directors’ emoluments in 2006 and Performance Share Plan in 2006 extent possible. the details of the Directors’ interests in the The “Peer Group Graphs” on page 16 show, Company’s Ordinary Shares disclosed on for each Award, how the Company’s TSR Position of the Non-Executive Directors pages 14 to 20 have been audited by the performance has compared with the TSR None of the Non-Executive Directors has Company’s external auditor. for the companies in the comparator group a service contract. They are not eligible for from the first day of the relevant performance performance-related bonuses or the grant of period to 31 December 2006 and how the share options. No pension contributions are Company ranks against those other companies made on their behalf. The fees payable to on this basis. We will continue to report on the Non-Executive Directors are set by a the performance of each Award against the committee of the Board comprising the relevant performance target during the Executive Directors. relevant vesting period.

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd 14 Appendix: Directors’ Remuneration Report for the Year Ended 31 December 2006 continued

Directors’ emoluments in 2006 The aggregate remuneration, excluding pension contributions and the value of share options and performance share plan awards, paid to or accrued for all Directors and officers of the Company for services in all capacities during the year ended 31 December 2006 was £12 million ($21 million). Remuneration of individual Directors is set out below in sterling and US dollars. All salaries, fees, bonuses and other benefits for Directors are established in sterling.

Salary Bonuses Taxable Total Total Total and fees Cash Shares1 benefits Other 2006 2005 2004 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Louis Schweitzer 260 – – – – 260 260 312 David R Brennan 942 699 350 1 671 2,663 8193 N/A John Patterson 483 326 163 14 21 1,007 1,049 N/A Jonathan Symonds 598 378 189 6 5 1,176 1,269 970 Sir Peter Bonfield 82 – – – – 82 82 76 John Buchanan 69 – – – – 69 69 61 Jane Henney 57 – – – – 57 57 54 Michele Hooper 49 – – – – 49 49 43 Joe Jimenez 49 – – – – 49 49 43 Håkan Mogren 100 – – – – 100 100 4794 Erna Möller 57 – – – – 57 57 54 Dame Bridget Ogilvie5 18 – – – – 18 57 54 Dame Nancy Rothwell6 30 – – – – 30 – – John Varley7 21 – – – – 21 – – Marcus Wallenberg 40 – – – – 40 49 46 Former Directors Others8 – – – – – – 2,289 2,115 Total 2,855 1,403 702 21 697 5,678 6,255 4,026

Salary Bonuses Taxable Total Total Total and fees Cash Shares1 benefits Other 2006 2005 2004 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 Louis Schweitzer 475 – – – – 475 476 562 David R Brennan 1,720 1,278 639 2 1,226 4,865 1,4993 N/A John Patterson 883 596 298 25 37 1,839 1,918 N/A Jonathan Symonds 1,093 691 345 11 9 2,149 2,321 1,764 Sir Peter Bonfield 150 – – – – 150 150 138 John Buchanan 126 – – – – 126 126 111 Jane Henney 104 – – – – 104 104 98 Michele Hooper 89 – – – – 89 90 78 Joe Jimenez 89 – – – – 89 90 78 Håkan Mogren 183 – – – – 183 183 8714 Erna Möller 104 – – – – 104 104 98 Dame Bridget Ogilvie5 34 – – – – 34 104 98 Dame Nancy Rothwell6 56 – – – – 56 – – John Varley7 39 – – – – 39 – – Marcus Wallenberg 73 – – – – 73 90 84 Former Directors Others8 – – – – – – 4,191 3,847 Total 5,218 2,565 1,282 38 1,272 10,375 11,446 7,321

1 These figures represent that portion of the 2006 bonus required to be deferred into shares to be held for a three-year period as explained on page 10. 2 Part year only. 3 Part year only as only appointed as a Director on 14 March 2005. 4 Comprises compensation payment of £450,000 ($818,000) and part year Non-Executive Director’s fee of £29,000 ($53,000). 5 Part year only as ceased to be a Director on 27 April 2006. 6 Part year only as appointed as a Director on 27 April 2006. 7 Part year only as appointed as a Director on 26 July 2006. 8 This comprises Sir Tom McKillop’s 2005 total of £2,253,000 ($4,125,000) plus Åke Stavling’s final payment of £36,000 ($66,000).

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In the tables on page 14, salaries have been converted between sterling and US dollars at the average exchange rate for the year in question. These rates were:

GBP/USD 2004 0.555 2005 0.546 2006 0.547

Some Directors and officers were also granted options to subscribe for Ordinary Shares under the Company’s share option plans and awards under the AstraZeneca Performance Share Plan (or, in the case of David Brennan, the AstraZeneca US Executive Performance Share Plan). Details of share options granted to, and exercised by, Directors and the aggregate of gains realised on exercised options, and of awards under the above performance share plans, in the year are given on pages 19 and 20.

No Director or officer has a family relationship with any other Director or officer.

Pensions Pensions are payable to Directors in sterling, with the exception of David Brennan’s, which is payable in US dollars. For ease of understanding, the table below has been presented in both sterling and US dollars using the exchange rates for 2006 set out above.

David R John Jonathan David R John Jonathan Brennan Patterson Symonds Brennan Patterson Symonds £’000 £’000 £’000 $’000 $’000 $’000 Defined Benefit Arrangements 1. Accrued pension at 1 January 2006 442 291 256 808 532 468 2. Increase in accrued pension during year as a result of inflation – 11 9 – 20 16 3. Adjustment to accrued pension as a result of salary increase relative to inflation 80 – – 146 – – 4. Increase in accrued pension as a result of additional service 8 11 13 15 20 24 5. Accrued pension at 31 December 2006 530 313 278 969 572 508 6. Employee contributions during year – – 22 – – 40 7. Transfer value of accrued pension at 31 December 2005 3,708 5,449 2,593 6,773 9,953 4,736 8. Transfer value of accrued pension at 31 December 2006 4,356 6,129 3,020 7,956 11,195 5,516 9. Change in transfer value during the period less employee contributions 648 680 405 1,183 1,242 740 3 11 10 3 11 10 10. Age at 31 December 2006 53 ⁄12 58 ⁄12 47 ⁄12 53 ⁄12 58 ⁄12 47 ⁄12 7 4 7 4 11. Pensionable service (years) 31 31 ⁄12 26 ⁄12 31 31 ⁄12 26 ⁄12

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd 16 Appendix: Directors’ Remuneration Report for the Year Ended 31 December 2006 continued

Transactions with Directors There were no material recorded transactions between the Company and the Directors during 2006 or 2005.

Total Shareholder Return graphs The UK Directors’ Remuneration Report Regulations 2002 require the inclusion in the Directors’ Remuneration Report of a graph showing total shareholder return (TSR) over a five year period in respect of a holding of the Company’s shares, plotted against TSR in respect of a hypothetical holding of shares of a similar kind and number by reference to which a broad equity market index is calculated. The Company is a member of the FTSE 100 Index and consequently, for the purposes of this graph which is set out below, we have selected the FTSE 100 Index as the appropriate index. This graph is re-based to 100 at the start of the rolling five-year period. We have also included a “Pharma Peers Average”, which reflects the TSR of the same comparator group used for the Performance Share Plan graphs below.

TSR – ASTRAZENECA COMPARED WITH FTSE 100 OVER FIVE YEARS*

150

100

50

0 JAN 02 JAN 03 JAN 04 JAN 05 JAN 06 JAN 07

ASTRAZENECA FTSE 100 PHARMA PEERS AVERAGE * Source: Thomson Financial Datastream

The AstraZeneca Performance Share Plan (the “Plan”) referred to on pages 12 and 13 requires that the TSR in respect of a holding of the Company’s shares over the relevant performance period be compared with the TSR of a peer group of 12 other pharmaceutical companies. The first graph below shows how the Company’s TSR performance has compared with the TSR for the companies in the comparator group from 1 January 2005 (the first day of the current three-year performance period for the 2005 Award) to 31 December 2006 and how the Company ranks against those other companies on this basis. The second graph below shows how the Company’s TSR performance has compared with the TSR for the companies in the comparator group from 1 January 2006 (the first day of the current three-year performance period for the 2006 Award) to 31 December 2006 and how the Company ranks against those other companies on this basis.

TSR – ASTRAZENECA COMPARED WITH PEER GROUP 1 JAN 2005 TO 31 DEC 2006 (FOR THE 2005 AWARD)* 80 70 d

60 3r 50 40 30 20 10 0 I T E V S K AZ SP SA PF

-10 LLY J&J AB GSK RCH NO WY BM MR

* Source: Thomson Financial Datastream

TSR – ASTRAZENECA COMPARED WITH PEER GROUP 1 JAN 2006 TO 31 DEC 2006 (FOR THE 2006 AWARD)* 80 70 60 50 40 30 4th 20

10 GSK 0 I T E S V Y K AZ SP SA PF LL

-10 J&J AB RCH NO WY BM MR

* Source: Thomson Financial Datastream

To alleviate any short-term volatility, the return index is averaged in the TSR calculations for each company over the three months prior to the start of the relevant performance period (as stipulated in the Plan) and, for the purposes of the above interim snapshots, over the last three months of 2006.

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Directors’ interests in shares The table below shows the interests at 31 December 2006 or on the date of resignation (if earlier) of the persons who on that date were Directors (including the interests of their families) in shares and debentures of AstraZeneca PLC. All such interests were beneficial except as otherwise stated. However, interests in Ordinary Shares or American Depositary Shares (ADSs) that are the subject of awards under the AstraZeneca Performance Share Plan, the AstraZeneca Deferred Bonus Plan or the AstraZeneca US Executive Performance Share Plan discussed elsewhere, are not included in the table below but are shown on page 18. None of the Directors has a beneficial interest in the shares of any of the Company’s subsidiaries. Between 31 December 2006 and 31 January 2007 there was no change in the interests in shares and debentures shown in the table below.

Interest in Ordinary Shares Net shares Interest in Ordinary Shares Director at 1 Jan 2006 or appointment date acquired/(disposed) at 31 Dec 2006 or resignation date Louis Schweitzer 4,000 – 4,000 David R Brennan1, 2 80,6123 31,1763 111,7883 John Patterson2 503 7,512 8,015 Jonathan Symonds2 11,527 – 11,527 Sir Peter Bonfield 500 – 500 John Buchanan 2,500 – 2,500 Jane Henney 500 – 500 Michele Hooper 500 – 500 Joe Jimenez 500 – 500 Håkan Mogren 62,164 – 62,164 Erna Möller 2,718 – 2,718 Dame Bridget Ogilvie 500 – 5004 Marcus Wallenberg 67,264 – 67,264 Dame Nancy Rothwell 5005 – 500 John Varley –5 500 500

1 Shareholding includes ADSs held in the AstraZeneca Executive Deferral Plan, the AstraZeneca Deferred Compensation Plan and the AstraZeneca Savings and Security Plan (see table below). Does not include interests in ADSs that are the subject of awards under the AstraZeneca US Executive Performance Share Plan (see page 18). 2 Does not include interests in Ordinary Shares that are the subject of Awards under the AstraZeneca Performance Share Plan or of awards under the AstraZeneca Deferred Bonus Plan. 3 Numbers of ADSs. One ADS represents one Ordinary Share. 4 Shareholding at date of resignation (27 April 2006). 5 Shareholding at date of appointment.

Unitised stock plans David Brennan, in common with other participating executives in the US, has interests in the following: the AstraZeneca Executive Deferral Plan, the AstraZeneca Executive Deferred Compensation Plan and the AstraZeneca Savings and Security Plan. These are unitised stock plans and participants hold units in each plan. A unit comprises part cash and part ADSs. The overall unit price is determined daily by taking the market value of the underlying ADSs and adding the cash position. The ADSs held within these units carry both voting and dividend rights. Mr Brennan is deemed to have a notional interest in these ADSs, calculated by reference to the fund value and the closing price of ADSs. As the value of the unit varies, the number of ADSs attached to each unit varies. Therefore, the number of ADSs held within each unit varies daily.

ADSs held at Net ADSs ADSs held Unitised stock plan 1 Jan 2006 acquired/(disposed) during 2006 at 31 Dec 2006 AstraZeneca Executive Deferral Plan 74,453 1,618 76,071 AstraZeneca Executive Deferred Compensation Plan – 29,103 29,103 AstraZeneca Savings and Security Plan 6,001 455 6,456

No Director or senior executive beneficially owns, or has options over, 1% or more of the outstanding shares of the Company, nor do they have different voting rights to other shareholders.

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The interests of Directors and former Directors at 31 December 2006, or on the date of resignation (if earlier), in Shares that are the subject of Awards under the AstraZeneca Performance Share Plan are not included in the table on the previous page but are shown below:

Awards held (target number of Shares) Monetary value At 1 Jan 2006 or At 31 Dec 2006 or Target number of Shares of Awards Date Vesting Award and performance period appointment date resignation date the subject of Awards (£)1 of grant date David R Brennan 2006 Award: 1 Jan 06 – 1 Jan 09 – 73,109 73,1092 2,174,993 24.03.06 24.03.09 2006 Award: 1 Jan 06 – 1 Jan 09 – 19,092 19,0923 543,740 19.05.06 19.05.09 Total – 92,201 92,201 2,718,733 John Patterson 2005 Award: 1 Jan 05 – 1 Jan 08 41,945 41,945 41,9454 939,987 29.06.05 29.06.08 2006 Award: 1 Jan 06 – 1 Jan 09 – 32,319 32,3192 961,490 24.03.06 24.03.09 Total 41,945 74,264 74,264 1,901,477 Jonathan Symonds 2005 Award: 1 Jan 05 – 1 Jan 08 47,723 47,723 47,7234 1,069,472 29.06.05 29.06.08 2006 Award: 1 Jan 06 – 1 Jan 09 – 41,646 41,6462 1,238,968 24.03.06 24.03.09 Total 47,723 89,369 89,369 2,308,440 Sir Tom McKillop5 2005 Award: 1 Jan 05 – 1 Jan 08 104,417 104,417 104,4174 2,339,985 29.06.05 29.06.08 Total 104,4176 104,4176 104,417 2,339,985 1 The relevant target percentage of the Director’s salary was divided by the price per share at date of grant to calculate the target number of Shares. 2 Share price at date of grant was 2975p. 3 Share price at date of grant was 2848p. 4 Share price at date of grant was 2241p. 5 Ceased to be a Director on 31 December 2005. 6 To be pro-rated as described on page 74 of the 2005 Directors’ Remuneration Report. References to “target number of Shares” are to the maximum number of Shares that would vest if the vesting percentage were 100%. There is a requirement for SET members to defer a portion of their bonus earned into Ordinary Shares for a period of three years. The portion currently deferred into Ordinary Shares is one third of the pre-tax bonus for Executive Directors and one sixth for all other SET members. The interests of Directors and former Directors at 31 December 2006, or on the date of resignation (if earlier), in Ordinary Shares that are the subject of awards under the AstraZeneca Deferred Bonus Plan are not included in the table on the previous page but are shown below:

Number of Awards held Ordinary Shares Monetary value At 1 Jan 2006 or At 31 Dec 2006 or the subject of awards Date Vesting appointment date resignation date of awards (£)1 of grant date David R Brennan – 6,352 6,3522 167,629 24.02.06 24.02.09 John Patterson – 6,623 6,6232 174,781 24.02.06 24.02.09 Jonathan Symonds – 7,534 7,5342 198,822 24.02.06 24.02.09 1 The relevant portion of the bonus earned was divided by the price per share at the date of grant to calculate the number of shares. 2 Share price at the date of grant was 2639p. The interests of David Brennan at 31 December 2006 in ADSs of AstraZeneca PLC that are the subject of awards under the AstraZeneca US Executive Performance Share Plan (established in 2000) are not included in the above tables but are shown below. One ADS equals one Ordinary Share. The number of ADSs to which Mr Brennan may become unconditionally entitled on the vesting date will be determined by reference to AstraZeneca’s total shareholder return compared to that of other companies in the US Pharmaceutical Human Resources Association over the three-year performance period.

Monetary David R Brennan Initial monetary Awards vested value of Awards made value of during 2006 awards vested Awards Date on Awards held (target number of ADSs) (target number awards made (number during 2006 expired Date which award At 1 Jan 2006 At 31 Dec 2006 of ADSs) ($) of ADSs) ($) during 2006 of award may vest 33,104 – 33,104 1,163,9371 31,780 1,643,9792 1,324 25.03.03 25.03.06 28,826 28,826 28,826 1,344,1563 – – – 26.03.04 26.03.07 27,877 27,877 27,877 1,124,8374 – – – 24.03.05 24.03.08 Total 89,807 56,703 89,807 3,632,930 31,780 1,643,979 1,324 1 The award price was $35.16. 2 The closing price of ADSs on 25 March 2006 (the date of vesting) was $51.73. 3 The award price was $46.63. 4 The award price was $40.35. References to “target number of ADSs” are to the maximum number of ADSs that would vest if the vesting percentage were 100%.

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Share options The interests of Directors, and of former Directors who served during 2006, in options to subscribe for Ordinary Shares, which include options granted under the AstraZeneca Share Option Plan, the AstraZeneca Savings-Related Share Option Scheme and the 1994 Executive Share Option Scheme, together with options granted and exercised during the year, are included in the following table. All grants in 2006 were made under the AstraZeneca Share Option Plan.

Number of Exercise Ordinary Shares price per Market price at First day Last day under option Ordinary Share1 date of exercise exercisable2 exercisable2 Håkan Mogren At 1 Jan 2006 244,896 2848p 13.12.02 24.03.13 – market price above option price 139,530 2499p 13.12.02 24.03.13 – market price below option price 105,366 3309p 23.08.03 27.03.12 At 31 Dec 2006 244,896 2848p 13.12.02 24.03.13 – market price above option price 90,422 2364p 16.03.03 24.03.13 – market price below option price 154,474 3131p 13.12.02 27.03.12 David R Brennan At 1 Jan 2006 440,643 $43.27 16.03.03 23.03.15 – market price above option price 364,948 $41.96 16.03.03 23.03.15 – market price below option price 75,695 $49.59 28.03.05 27.03.12 Granted 24 March 2006 87,731 2975p 24.03.09 23.03.16 Granted 19 May 2006 22,910 2848p 19.05.09 18.05.16 Exercised 8 August 2006 85,397 $35.16 $61.073 25.03.06 24.03.13 At 31 Dec 2006 – options over ADSs 355,246 $45.22 16.03.03 23.03.15 – options over Ordinary Shares 110,641 2949p 24.03.09 18.05.16 – market price above option price 355,246 $45.22 16.03.03 23.03.15 – market price below option price 110,641 2949p 24.03.09 18.05.16 John Patterson At 1 Jan 2006 196,635 2579p 26.03.01 23.03.15 – market price above option price 146,397 2325p 26.03.01 23.03.15 – market price below option price 50,238 3319p 23.08.03 27.03.12 Granted 24 March 2006 41,552 2975p 24.03.09 23.03.16 Exercised 4 August 2006 10,944 2448p 3185p4 26.03.01 25.03.08 Exercised 4 August 2006 34,669 2231p 3182p5 25.03.06 24.03.13 At 31 Dec 2006 192,574 2735p 25.03.02 23.03.16 – market price above option price 100,784 2344p 25.03.02 23.03.15 – market price below option price 91,790 3163p 23.08.03 23.03.16 Jonathan Symonds At 1 Jan 2006 312,558 2560p 01.10.00 23.03.15 – market price above option price 225,809 2284p 01.10.00 23.03.15 – market price below option price 86,749 3278p 23.08.03 27.03.12 Granted 24 March 2006 50,862 2975p 24.03.09 23.03.16 At 31 Dec 2006 363,420 2618p 01.10.00 23.03.16 – market price above option price 225,809 2284p 01.10.00 23.03.15 – market price below option price 137,611 3166p 23.08.03 23.03.16 1 Exercise prices at 1 January and 31 December are weighted averages. 2 First and last exercise dates of groups of options, within which periods there are shorter exercise periods. 3 Price at which he sold all of the shares (85,397) he acquired from the exercise that same day. 4 Price at which he sold 9,486 shares of the shares he acquired from the exercise that same day to meet exercise cost and tax liability. 5 Price at which he sold 28,615 shares of the shares he acquired from the exercise that same day to meet exercise cost and tax liability.

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In addition to the above, the following Director held options under the Astra Shareholder Value Incentive Plan, which were converted into options over AstraZeneca shares on completion of the merger based on an exchange ratio of 0.5045 AstraZeneca options for each Astra option held. No further options have been or will be granted under the scheme:

Astra SVIP Options Number of shares Exercise price Market price at First day Last day under option per share (SEK)1 date of exercise exercisable2 exercisable2 Håkan Mogren At 1 Jan 2006 9,826 441.78 06.04.99 23.01.06 – market price above option price – – – – – market price below option price 9,826 441.78 06.04.99 23.01.06 Expired 9,826 441.78 06.04.99 23.01.06 At 31 Dec 2006 – 1 Exercise prices are weighted averages. 2 First and last exercise dates of groups of options, within which periods there are shorter exercise periods.

Gains by Directors on exercise of share options The aggregate amount of gains made by Directors on the exercise of share options during the year amounted to $2,962,173.19 (2005 $577,795.42, 2004 $nil) and the gains made by the highest paid Director were $2,212,636.27 (2005 $577,407.91, 2004 $nil). The market price of shares trading on the London Stock Exchange at 31 December 2006 was 2744 pence and the range during 2006 was 2574 pence to 3529 pence. The market price of shares trading on the Stockholm Stock Exchange at 31 December 2006 was 367.5 SEK and the range during 2006 was 352.5 SEK to 484.0 SEK. The market price of shares trading on the New York Stock Exchange was $53.55 at 31 December 2006 and the range during 2006 was $45.12 to $66.37. The Register of Directors’ Interests (which is open to inspection) contains full details of Directors’ shareholdings and options to subscribe for Ordinary Shares.

On behalf of the Board G H R Musker Group Secretary and Solicitor 1 February 2007

AstraZeneca PLC Registered No. 2723534 Registered Office 15 Stanhope Gate London W1K 1LN WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd WorldReginfo - 94cdbe6b-e6ef-4290-869e-95f1d4a336fd Contact Information

Registered office and corporate headquarters address AstraZeneca PLC 15 Stanhope Gate London W1K 1LN UK Tel: +44 (0)20 7304 5000 Fax: +44 (0)20 7304 5151

Investor relations contacts UK: as above or e-mail [email protected] Sweden: AstraZeneca AB SE-151 85 Södertälje Sweden Tel: +46 (0)8 553 260 00 Fax: +46 (0)8 553 290 00 or e-mail [email protected] US: Investor Relations AstraZeneca Pharmaceuticals LP 1800 Concord Pike PO Box 15438 Wilmington DE 19850-5438 US Tel: +1 (302) 886 3000 Fax: +1 (302) 886 2972

Registrar and transfer office Lloyds TSB Registrars The Causeway Worthing West Sussex BN99 6DA UK Tel (freephone in the UK): 0800 389 1580 Tel (outside the UK): +44 121 415 7033

Swedish securities registration centre VPC AB PO Box 7822 SE-103 97 Stockholm Sweden Tel: +46 (0)8 402 9000

US depositary JPMorgan Chase Bank JPMorgan Service Center PO Box 3408 South Hackensack NJ 07606-3408 The paper used in this notice is made using pulp from US sawmill residues, forest thinnings and wood from PEFC Tel (toll free in the US): 888 697 8018 certified sustainable forests. All mill broke is recycled and accounts for up to 25% of the total fibre content. Pulps Tel (outside the US): +1 (201) 680 6630 are Elemental Chlorine Free (ECF) and the manufacturing mill holds ISO 14001 and EMAS environmental management accreditations.

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