AstraZeneca Pharma India Ltd. — AGM Information 2019

Aug 8, 2019

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AstraZeneca

August 8, 2019

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Dtlnglng 1cluu lo palltnb since 1979

The Manager- Listing BSE Limited Corporate Relationship Dept., 5th Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 40000 I

The Manager- Listing National Stock Exchange of India Limited th - Exchange plaza, 5 Floor, Plot No. C/1, G Block Bandra -Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sirs,

Sub: 40 111 Annual General Meeting and Voting Results

In relation to the 40th Annual General Meeting of the Company held on August 7, 2019, we - enclose the following

1. Brief proceedings as required under Regulation 30, Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

2. Repo1t of Scrutinizer dated August 8, 2019, as required Section 108 of the Companies Act, 2013 read with the rules thereof.

This is for your kind information and records,

Thanking You,

Yours sincerely,

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CORPORATE & REGO. OFFICE TEL : +91 80 6774 8000 AstraZeneca Pharma India Ltd. P. B. No. 4525, Block N1, 12th Floor, FAX : +91 80 6774 8857 Manyata Embassy Business Park, CIN : L24231KA1979PLC003563 Rachenahalli, Outer Ring Road, Bangalore - 560 045, INDIA WEB : www.astrazeneca.com/india

FACTORY TEL : +91 80 6774 9000

12th Mile on Bellary Road Venkatala, Kattigenahalli Village Yelahanka FAX : +91 80 2846 2208 Bangalore - 560 063 +91 80 6774 9628 INDIA

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AstraZeneca

August 8, 2019

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81lngtng Kfffic• lo p.1Utnl.s sine• 1919
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The Manager- Listing BSE Limited Corporate Relationship Dept., 5[th ] Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai - 40000 I

The Manager- Listing National Stock Exchange of India Limited Exchange plaza, 5[th ] Floor, Plot No. C/1, G Block Bandra -Kurla Complex, Bandra (E), Mumbai - 400051

Dear Sirs,

Sub: Summary of Proceedings of 40[111 ] Annual General Meeting

Pursuant to the provisions of Regulation 30 read with Part A of Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the following business were transacted at the 40[th ] Annual General Meeting (AGM) of the Company held on August 7, 2019 at 3.00 P.M. at 'The Grand Ballroom' Conrad Bengaluru, Kensington Road, Ulsoor, Bengaluru - 560008:

Item	Particulars	Resolution	Mode of Voting	Mode of Voting	Mode of Voting	Remarks
No.		re uired
1.	Adoption of Financial Statementsfortheyear	Ordinary Resolution	By E-voting		Remote and	Passed requisite	with
	ended March 31, 2019 and		Poll at AGM			majority.
	the Reports of the Board
	of Directors and Auditors'
	thereon
2.	Appointment of	Ordinary	By		Remote	Passed	with
	Mr. Gagandeep Singh	Resolution	E-voting		and	requisite
	Bedi(DIN:07844333),		Poll at AGM			majority.
	who retires by rotation at
	this Annual General
	Meeting and being eligible, offers himself for
	re-appointment
3.	Appointment of	Ordinary	By	Remote		Passed	with
	Ms. Weiying Sarah Wang	Resolution	E-voting		and	requisite
	(DIN: 08369289) as Non-		Poll at AGM			majority.
	executive Director

CORPORATE & REGO. OFFICE TEL : +91 80 6774 8000 AstraZeneca Pharma India Ltd. FAX : +91 80 6774 8857 P. B. No. 4525, Block N 1, 12th Floor, Manyata Embassy Business Park, CIN : L24231KA1979PLC003563 Rachenahalli, Outer Ring Road, Bangalore - 560 045, INDIA WEB : www.astrazeneca.com/india

FACTORY 12th Mile on Bellary Road Venkatala, Kattigenahalli Village FAX : +91 80 2846 2208 Yelahanka Bangalore - 560 063 +91 80 6774 9628 INDIA

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AstraZeneca

01ltt9lng sci� lo Pl llf'l J alnce 1919

4.	Appointment of	Special	By		Remote	Passed	with
	Mr. Narayan K Seshadri	Resolution	E-voting		and	requisite
	(DIN: 00053563) as an		Poll at AGM			maority.
	[ndependent Director fr a
	term of 5 consecutive
	years w.e.f., September
	30, 2019 to September 29,
	2024
5.	Ratifcation of Cost	Ordinary	By	Remote		Passed	with
	Auditor's remuneration	Resolution	E-voting		and	requisite
			Poll at AGM			majority.
6.	Approval of Material	Ordinary	By	Remote		Passed	with
	Related Party	Resolution	E-voting		and	requisite
	Transactions entered into		Poll at AGM			majority.
	by the Company with
	AstraZeneca UK Limited
	duri11g the fnancial year
	2018-19
7.	Approval of Material	Ordinary	By Remote E­			Passed	with
	Related Party	Resolution	voting and Poll			requisite
	Transactions to be entered		atAGM			majority.
	into by the Company with
	AstraZeneca UK Limited
	during 3 fnancial years
	(being April 1, 2019 to
	March 31, 2022)

Please take the same on record.

Thanking you

For AstraZeneca Pharma India Limited

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CORPORATE & REGO. OFFICE TEL : +91 80 6774 8000 AstraZeneca Pharma India Ltd. FAX : +91 80 6774 8857 P. B. No. 4525, Block N1, 12th Floor, Manyata Embassy Business Park, CIN : L24231KA1979PLC003563 Rachenahalli, Outer Ring Road, Bangalore - 560 045, INDIA WEB : www.astrazeneca.com/india

FACTORY TEL : +91 80 6774 9000 12th Mile on Bellary Road Venkatala, Kattigenahalli Village FAX : +91 80 2846 2208 Yelahanka Bangalore - 560 063 +91 80 6774 9628 INDIA

VIJAYAKRISHNA KT BBM, LLB, FCS, ACMA Company ecretary

496/4, II Floor, 10th Cross Near Bashyam Circle, Sadashivanagar, Bangal9re - 560 080, INDIA Tel : +91 80 23610847, 41231106 e-mail : vijaykt@vjkt.in ktvijaykrishna@g ma i I. com

SCRUTINIZER'S REPORT

[Pursuant to Sections 108 & 109 of the Companies Act, 2013 and the Companies (Management & Administration) Rules, 2014]

To Mr. Narayan K Seshadri Chairman AstraZeneca Pharma India Limited Block N 1, 1 i[h ] Floor, Manyata Embassy Business Park Rachenahalli, Outer Ring Road Bengaluru- 560 045

Dear Sir

I, Vijayakrishna KT, Company Secretary in Whole-Time Practice (FCS No. 1788, CP No. 980), having office at # 496/4[, ][2][nd ] Floor, 10[th ] Cross, Near Bashyam Circle, Sadashivanagar, Bengaluru - 560 080, duly appointed as Scrutinizer by AstraZeneca Pharma India Limited for the purpose of scrutinizing the voting through remote e-voting and through Polling Paper at the 40[th ] Annual General· Meeting held on ?[th] ·August, 2019 at The Grand Ballroom. Conrad Bengaluru, Kensington Road, Ulsoor, Bengaluru - 560 008 pursuant to Sections 108 and 109 of the Companies Act, 2013 (the Act), read with Rules 20 and 21 of the Companies (Management & Administration) Rules, 2014 (the Rules) as amended from time to time and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), hereby furnish my Report to you.

The Management of the Company is responsible to ensure compliance of the requirements of the Companies Act, 2013 and Rules made there under relating to voting through remote e-voting and through Polling Papers at the Annual General Meeting venue for the resolutions proposed ln the Notice of 40[th ] Annual General Meeting. My responsibility as a Scrutinizer is to. ensure that the voting process is conducted in a fair and transparent manner and is restricted to make a Scrutinizer's Report for the votes casts in "favour" or uagainst" the resolutions proposed in the Notice convening the 40[th ] Annual ·General Meeting of the Company, based on the report provided by National Securities Depository Limited (NSDL), the agency engaged by the Co� ih t0.c ovide remote e-voting facility for voting through electronic means. . � ·'.'.!, . . . f F - 17P9 <!,J ;. I :-7_ 1

Res : No. 66, Sathyanarayana layout, West o Chord Road, III Stage, Bangalore - 560 079, INDIA Tel : +91 80 23221564

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In terms of the aforesaid Notice and as per the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the e-voting was kept open for four days from 3 [rd ] August, 2019 (9.00 A.M. 1ST) till 6[th ] August, 2019 (5.00 P.M. 1ST) and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolutions on the e-voting platform.

The Members holding Equity Shares as on the '"cut-off date" i.e., 31[st ] July, 2019 were entitled to vote on the Resolutions proposed in ·the Notice calling the 40[th ] Annual General Meeting.

The Ballot Register was prepared to record Equity Shareholders' Asse.nt or Dissent received mentioning the particulars of name, address, folio number or client id of the Shareholders. number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of Polling Paper which are invalid.

The Polling Papers received were scrutinized and reconciled with the records maintained by the Company's Registrar and Share Transfer Agent (RTA). The Polling Papers which were incomplete, unsigned and wrongly signed have been rejected and treated as invalid.

At the end of the voting period on 6[th ] August, 2019 (5.00 P. M. 1ST). the voting portal of NSDL was blocked forthwith.

The votes cast were unblocked on ?1h August, 2019, in presence of Ms. Sahana Bhat and Ms. Ramya Hegde, who acted as witnesses as prescribed under su�-rule 3(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended. Thereafter. the details containing inter alia, the list of the members, who voted "for" or "against" each of the resolution that were put to vote, were derived from the Polling . Papers as received and the report generated from the e-voting portal of NSDL i.e www.evoting.nsdl.com and based on such reports

• a. 45 (folio wise) members have cast their votes through remote e-:voting.

• b. 40 (folio wise) members have cast their votes through Polling Paper at the Annual General Meeting.

The brief analysis of the results of the remote e-votir,g and Polling Papers are as under:

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ORDINARY BUSINESS:

Item No.1: Adoption of Financial Statements for the year ended March 31, 2019 and the Reports of the Board of Directors and Auditors thereon:

Ordinary Resolution:

I Pariculars No. of votes contained in Remote E-voting Polling Paper Total No o1No. ofNo o1No. ofNo 0No. of members Votes· castmembersVotes membersVotes cast voted (shares) roted cast voted (shares) (shares)	I Pariculars No. of votes contained in Remote E-voting Polling Paper Total No o1No. ofNo o1No. ofNo 0No. of members Votes· castmembersVotes membersVotes cast voted (shares) roted cast voted (shares) (shares)	No. of votes contained in	No. of votes contained in	No. of votes contained in	Percentage on Valid votes
		Polling Paper		Total
				No 0No. of membersVotes cast voted (shares)
Assent	45 19787117 29 63922			74 .·19851039	100.00 0 100.00
Dissent	0 0 0 0			0 0
Total	45 19787117 29 63922 0 0 11 1144			74 19851039
Abstained / Invalid			11 1144		NA

Item No. 2: Appointment of Mr. Gagandeep Singh Bedi (DIN: 07844333) who retires by rotation, and being eligible, offers himself for re-appointment:

Ordinary Resolution:

Particulars	No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No o◄No. ofNo o1No. ofNo 0No. of members Votes castmembersVotes membersVotes cast voted (shares) voted cast �oted (shares) (shares) 45 19787117 26 63915 71 1.9851032 100.oo 0 0 0 0 0 0 0 45 19787117 26 63915 71 19851032 100.00 0 0 14 1159 14 1159 NA	No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No o◄No. ofNo o1No. ofNo 0No. of members Votes castmembersVotes membersVotes cast voted (shares) voted cast �oted (shares) (shares) 45 19787117 26 63915 71 1.9851032 100.oo 0 0 0 0 0 0 0 45 19787117 26 63915 71 19851032 100.00 0 0 14 1159 14 1159 NA	No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No o◄No. ofNo o1No. ofNo 0No. of members Votes castmembersVotes membersVotes cast voted (shares) voted cast �oted (shares) (shares) 45 19787117 26 63915 71 1.9851032 100.oo 0 0 0 0 0 0 0 45 19787117 26 63915 71 19851032 100.00 0 0 14 1159 14 1159 NA	No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No o◄No. ofNo o1No. ofNo 0No. of members Votes castmembersVotes membersVotes cast voted (shares) voted cast �oted (shares) (shares) 45 19787117 26 63915 71 1.9851032 100.oo 0 0 0 0 0 0 0 45 19787117 26 63915 71 19851032 100.00 0 0 14 1159 14 1159 NA	No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No o◄No. ofNo o1No. ofNo 0No. of members Votes castmembersVotes membersVotes cast voted (shares) voted cast �oted (shares) (shares) 45 19787117 26 63915 71 1.9851032 100.oo 0 0 0 0 0 0 0 45 19787117 26 63915 71 19851032 100.00 0 0 14 1159 14 1159 NA	No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No o◄No. ofNo o1No. ofNo 0No. of members Votes castmembersVotes membersVotes cast voted (shares) voted cast �oted (shares) (shares) 45 19787117 26 63915 71 1.9851032 100.oo 0 0 0 0 0 0 0 45 19787117 26 63915 71 19851032 100.00 0 0 14 1159 14 1159 NA
				Total No 0No. of membersVotes cast �oted (shares)
Assent Dissent Total Abstained /Invalid
		19787117 26 0 0 19787117 26 0 14	63915 0		71 1.9851032
					0 0	0
			63915 1159		71 19851032 14 1159	100.00 NA
�,�, � m_q I�] **'�l � **		3

SPECIAL BUSINESS:

Item No. 3: Appointment of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­ Executive Director:

Ordinary Resolution:

Item No. 3: Appointment Executive Director: Ordinary Resolution:	Item No. 3: Appointment Executive Director: Ordinary Resolution:	Item No. 3: Appointment Executive Director: Ordinary Resolution:	SPECIAL BUSINESS: of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­	SPECIAL BUSINESS: of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­	SPECIAL BUSINESS: of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­	SPECIAL BUSINESS: of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­	SPECIAL BUSINESS: of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­	SPECIAL BUSINESS: of Ms. Weiying Sarah Wang (DIN: 08369289) as Non­
Pariculars No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No oiNo. ofNo 01No. ofNo 01No. of members Votes castmembersVotes membersVotes cast voted (shares) roted cast voted (shares) (shares) Assent 40 19784214 28 61085 68 19845299 99.97 Dissent 5 2903 1 2837 6 5740 0.03
				Polling Paper
	No oiNo. ofNo 01 members Votes castmembers voted (shares) roted				No. of Votes cast (shares)
Assent	40	19784214		28		61085 2837	68 6
Dissent	5	2903		1
Total	45	19787117		29		63922	74	19851039 100.00
Abstained / Invalid	0	0		11		1144	11	1144 NA

Item No. 4: Re-appointment of Mr. Narayan K Seshadri (DIN: .00053563) as an Independent Director for a second term of 5 years i.e., from September 30, 2019 to September 29, 2024:

Special Resolution:

,, September 29, 2024: **Special Resolution: **	,, September 29, 2024: **Special Resolution: **	,, September 29, 2024: **Special Resolution: **	,, September 29, 2024: **Special Resolution: **	,, September 29, 2024: **Special Resolution: **	,, September 29, 2024: **Special Resolution: **	,, September 29, 2024: **Special Resolution: **
j Particulars No: of votes contained in Remote E-voting Polling Paper Total							Percentage on Valid votes
	Remote E-voting			Polling Paper Total
	No 0No. ofNo 0 members Votes cast'members voted (shares) �oted				No. ofNo 0 Votes members cast �oted (shares)	No. of Votes cast (shares)
Assent Dissent Total Abstained / Invalid	40		19779835	28	63920 68	19843755	99.96
	5		7282	0	0 5	7282	0,04
	45 0	19787117 28 63920 73 0 12 1146 12				19851037 1146	100.00 NA

. 5: Ratification of Cost Auditor's remuneration:

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Ordinary Resolution:

Particulars	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes	No. of votes contained in Percentag Remote E-voting Pollig Paper Total e on Valid votes
	Remote E-voting			Pollig Paper
	No 01 members voted		No. of Votes cast (shares)	No o1No. of membersVotes voted cast (shares)		No 0 members 1oted	No. of Votes cast (shares)
Assent		44	19787067	25	61078	69	19848145	99.99
Dissent		0	0	1	2837 1		2837	0.01
Total		44	19787067	26	63915 70		19850982	100.00
Abstained / Invalid		0	0 14		1159 14		.1159	NA

Item No. 6: Approval of Material Related Party Transactions entered into by the Company with AstraZeneca UK Limited during the financial year 2018-19*"':

Ordinary Resolution:

Particulars	No. of votes·contained in	No. of votes·contained in	No. of votes·contained in	No. of votes·contained in	No. of votes·contained in	No. of votes·contained in	Percentag e on Valid votes
	Remote E-voting Polling Paper Total
	No o1 members voted	No. ofNo ofNo. ofNo o1No. of Votes castmembersVotes membersVotes cast (shares) voted cast voted (shares) (shares)
Assent	40	1036372 26		60083 66		1096455	99.58
Dissent	4	745 2		3837	6	4582	0.42
Total	44	1037117	28	63920	72	1101037	100.00
Abstained / Invalid	1 18750000		12	1146	13 18751146		NA

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Ordinary Resolution:

Pariculars	Pariculars	No. of votescontained in Remote E-voting Polling Paper Total No o'No. ofNo 0No. ofNo 0 No. of membersVotes cast membersVotes membersVotescast voted (shares) !oted cast ioted (shares) (shares)	No. of votescontained in	No. of votescontained in	No. of votescontained in	No. of votescontained in	No. of votescontained in	Percentag e on Valid votes
				Polling Paper No 0No. of membersVotes !oted cast (shares)		Total No 0 No. of membersVotescast ioted (shares)
Assent		39 1035372		24	60078	63	1095450	99.49
Dissent		5 1745		2	· 3837	7	5582	0.51
Total Abstained / Invalid		44 1037117 1 18750000		26 14	63915 1159	70 14	1101032 18751159	100.00 NA

**Pursuant to Regulation 23(4) of the Listing Regulations, no Related Party shall vote to approve the resolutions in relation to the Material Related Party Transactions whether the entity is a Related Party to the particular transaction or not. Accordingly, in respect of the Resolutions Nos. 6 and 7, the votes cast by AstraZeneca Pharmaceuticals AB, being a 'Related Party' have been ignored.

· Based on the foregoing, the Resolution Nos. from 1 to 7 in respect of Notice of 40 [th] Annual General Meeting may be deemed to have been passed by requisite majority.

safely. All the relevant records relating to remote e�voting and Polling Papers are under my safe custody and will be handed over to. the Chairman or �ompany Secretary for preserving

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Date: 08.08.2019 Place: Bangalore

Witnesses: �J <V Sahana Bhat

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Ramya Hegde

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