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 1 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 2 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.