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AstraZeneca Pharma India Ltd. Board/Management Information 2024

Jan 5, 2024

60656_rns_2024-01-05_45828c87-ab04-463f-b457-c654c38bf2db.pdf

Board/Management Information

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January 5, 2024

The Manager ‐ Listing

BSE Limited

Corporate Relationship Dept., 5[th] Floor, New Trading Ring, Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai – 400 001

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 – 400 051

Dear Sir(s),

Subject: Notice of Postal Ballot dated December 21, 2023

We are enclosing herewith the Postal Ballot Notice dated December 21, 2023 being sent to the members of the Company to their registered email address, seeking approval of the members for the special business as set out therein.

The Notice is being sent to the members whose names appear in the Register of Members/ Record of Depositories as on the cut‐off date being Friday, December 29, 2023. The e‐voting period commences on Monday, January 8, 2024 (9:00 am IST) and ends on Tuesday, February 6, 2024 (05:00 pm IST).

The Company has engaged the National Securities Depository Limited for facilitating e‐voting in a secure manner.

The said information is also available on the website of the Company i.e. www.astrazeneca.com/india.

We request you to kindly take the same on record.

Thanking you, Yours faithfully,

For AstraZeneca Pharma India Limited

MANAS Digitally signed by MANASA RAMA A RAMA Date: 2024.01.05 16:36:00 +05'30'

Manasa. R Company Secretary

Encl: As above.

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ASTRAZENECA PHARMA INDIA LIMITED CIN: L24231KA1979PLC003563

Registered Office: Block N1, 12[th] Floor, Manyata Embassy Business Park, Rachenahalli, Outer Ring Road, Bengaluru - 560045

Email: [email protected], Tel: +91 80 6774 8000, Fax: +91 80 6774 8557 Web:www.astrazeneca.com/india

POSTAL BALLOT NOTICE

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013

To The Members AstraZeneca Pharma India Limited Bengaluru

Notice is hereby given pursuant to the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (cumulatively “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, and the subsequent circulars issued in this regard, the latest one being 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), that the Ordinary Resolutions as set out in this Notice are proposed for consideration by the members of the Company and if thought fit, passing by means of Postal Ballot by voting through electronic means only (remote e-voting).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

The proposed Ordinary Resolutions together with the explanatory statement setting out the material facts and reasons for passing of the Ordinary Resolutions are being sent to you for your consideration.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, the Company has engaged the services of National Securities Depository Limited (NSDL) and extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the Postal Ballot form. The instructions for remote e-voting are appended to this Postal Ballot Notice.

Members are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5.00 p.m. IST on Tuesday, February 6, 2024.

Members may note that e-voting shall commence at 9.00 A.M. IST on Monday, January 8, 2024 and will remain open up to 5:00 P.M. IST on Tuesday, February 6, 2024.

The Board of Directors of the Company has appointed Mr. Vijayakrishna K.T, Practising Company Secretary, Bengaluru, C.P. No. 980, Membership No. FCS: 1788, as the Scrutinizer (“Scrutinizer”) for conducting the Postal Ballot through e-voting process, in a fair and transparent manner.

The Scrutinizer will submit his report to Chairman or a person authorized by him in writing for declaration of the result of the remote e-voting on or before Thursday, February 8, 2024 on completion of the scrutiny of the votes cast through remote e-voting. The results of the remote e-voting and the Scrutinizer’s report will be placed on the Company’s website at www.astrazeneca.com/india, on the website of NSDL www.evoting.nsdl.com and will be communicated to the National Stock Exchange of India Limited and BSE Limited, where the Equity Shares of the Company are listed.

In accordance with Secretarial Standards on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, if approved with requisite majority, the Resolutions shall be deemed to have been passed on the last date of the voting period i.e., Tuesday, February 6, 2024.

The Resolutions proposed to be passed through Postal Ballot through e-voting together with the Explanatory Statement setting out the material facts are as follows:

SPECIAL BUSINESS:

ITEM NO. 1: Approval for appointment of Ms. Hooi Bien Chuah (DIN:10381891) as a Director (Non-Executive) of the Company

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT Ms. Hooi Bien Chuah (DIN:10381891), who was appointed on November 9, 2023 as an Additional Director (Non-Executive) of the Company and who, in terms of Section 161 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any modifications/amendments thereof, holds office up to three months from the date of her appointment by the Board or the date of the next General Meeting, whichever is earlier, be and is hereby appointed as a Director of the Company (Non-Executive), liable to retire by rotation.

RESOLVED FURTHER THAT Ms. Manasa. R, Company Secretary of the Company or any of the Directors of the Company, be and is hereby authorised to file necessary forms with the Registrar of Companies and intimate the stock exchanges where the Company’s shares are listed, in respect of the aforesaid appointment.

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ITEM NO. 2: Approval for appointment of Ms. Sylvia Lorena Varela Ramon (DIN: 10410837) as a Director (Non-Executive) of the Company

To consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT Ms. Sylvia Lorena Varela Ramon (DIN: 10410837), who was appointed on December 21, 2023 as an Additional Director (Non-Executive) of the Company and who, in terms of Section 161 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any modifications/amendments thereof, holds office up to three months from the date of her appointment by the Board or the date of the next General Meeting, whichever is earlier, be and is hereby appointed as a Director of the Company (Non-Executive), liable to retire by rotation.

RESOLVED FURTHER THAT Ms. Manasa. R, Company Secretary of the Company or any of the Directors of the Company, be and is hereby authorised to file necessary forms with the Registrar of Companies and intimate the stock exchanges where the Company’s shares are listed, in respect of the aforesaid appointment.

By order of the Board of Directors For AstraZeneca Pharma India Limited

Place: Bengaluru Date: December 21, 2023

Manasa. R Company Secretary

Notes:

  • 1) The explanatory statements pursuant to Section 102 of the Companies Act, 2013 setting out all material facts and reasons for the proposals, are annexed to the Postal Ballot Notice.

  • 2) In terms of the applicable MCA Circulars, the Company is sending this Postal Ballot Notice in electronic form only. The hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the members for the Postal Ballot in accordance with the requirements specified under the relevant MCA Circulars. Accordingly, the communication of the assent or dissent of the members to the Ordinary Resolutions proposed in the Notice would take place through the remote e-voting system only.

  • 3) This Notice is being sent to the members whose names appear in the List of Beneficial Owners received from National Securities Depository Limited/ Central Depository Services (India) Limited (‘Depositories’) as at the close of business hours on Friday, December 29,

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2023 (‘cut-off date’). Members as on the cut-off date would be entitled to vote by way of remote e-voting and a person who is not a member as on the cut-off date should treat this Notice for information purposes only. This Notice is being sent electronically to all members whose e-mail addresses are registered with Integrated Registry Management Services Private Limited, Company’s Registrar and Share Transfer Agents (‘RTA’), or the Depositories.

  • 4) For members whose e-mail addresses are not registered but mobile numbers are registered with RTA/Depositories, the weblink for downloading the Notice is being sent through SMS.

  • 5) Members who have not registered their email address and in consequence could not receive the Notice may get their email address registered with the RTA, by clicking the link: https://www.integratedindia.in/emailupdation.aspx and following the registration process as guided thereafter. Post successful registration of the email address, the Member will receive soft copy of the Notice and the procedure for remote e-voting along with the User ID and the Password to enable remote e-voting for this Notice. In case of any queries, member may write to [email protected].

  • 6) Members are also requested to register their email address, in respect of electronic holdings with the Depositories /Depository Participant and in respect of physical holdings with the RTA.

  • 7) With regard to the process of registration of email address with the RTA, members may get their email address registered with the RTA, by clicking the link: https://www. integratedindia.in/emailupdation.aspx and following the registration process as guided thereafter. Otherwise, members are requested to send a request / communication between 9.00 am and 5.00 pm on all working days (except Saturday and Sunday) till 48 hours prior to the closure of the voting period to the following email address of the Company or RTA, by quoting the Folio No. / Demat account No. The email address of the Company and the contact details are [email protected] / 080 67748000 and RTA’s email address and the contact details are [email protected] / 080 23460815-18.

  • 8) As required under Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Bengaluru (in vernacular language, i.e. Kannada).

  • 9) The voting period will commence on Monday, January 8, 2024 at 9 A.M. IST and will end on Tuesday, February 6, 2024 at 5 P.M. IST. The remote e-voting module shall be disabled by Tuesday, February 6, 2024 at 5 P.M. IST for voting thereafter.

  • 10) Members whose names appear in the Company’s Register of Members / List of Beneficial Owners as on the close of business hours on Friday, December 29, 2023 will be considered for the purpose of voting. Voting rights shall be reckoned on the paid-up value of the shares registered in the names of the members as on Friday, December 29, 2023.

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  • 11) The Postal Ballot Notice is uploaded on the website of the Company at www.astrazeneca. com/india and on the website of NSDL at www.evoting.nsdl.com.

  • 12) The Ordinary Resolutions in the Notice shall be deemed to be passed on the last date of e-voting period i.e., Tuesday, February 6, 2024, if approved by the requisite majority.

  • 13) Resolutions passed by the members through this Postal Ballot are deemed to have been passed as if it has been passed at a General Meeting of the members.

  • 14) The instructions for the members for voting electronically (e-voting) are:

- Step 1: Access to NSDL e Voting system

A. Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

below:
Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
demat mode
with NSDL.
1.ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a
mobile. On the e-Services home page click on the “Benefcial Owner”
icon under“Login”which is available under‘IDeAS’section, this will
prompt you to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value
added services. Click on“Access to e-Voting”under e-Voting services
and you will be able to see e-Voting page. Click on company name
ore-Voting service provider i.e. NSDLand you will be re-directed
to e-Voting website of NSDL for casting your vote during the remote
e-Voting period.
2.If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com. Select“Register Online for
IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp

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  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR Code mentioned below for seamless voting experience

NSDL Mobile App is available on

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Individual 1. Existing users who have opted for Easi / Easiest, they can login through
Shareholders their user id and password. Option will be made available to reach
holding e-Voting page without any further authentication. The users to login Easi
securities in / Easiest are requested to visit CDSL websitewww.cdslindia.comand
demat mode click on login icon & New System Myeasi Tab and then user your existing
with CDSL my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in progress
as per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period.
Additionally, there is also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available
atCDSLwebsitewww.cdslindia.comand click on login & New System
Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing
demat Account Number and PAN from a link inwww.cdslindia.com
home page. The system will authenticate the user by sending OTP
on registered Mobile & Email as recorded in the demat Account. After
successful authentication, user will be able to see the e-Voting option
where the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.

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Individual
Shareholders
(holding
securities in
demat mode)
login through
their depository
participants
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting facility.
Upon logging in, you will be able to see e-Voting option. Click on e-Voting
option, you will be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the remote e-Voting
period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact
NSDL helpdesk by sending a request [email protected]
or call at toll free no.: 022 - 4886 7000 or 022 - 2499 7000
Individual Shareholders
holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact
CDSL helpdesk by sending a request athelpdesk.evoting@
cdslindia.comor contact at 1800 22 55 33
  • A. Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode

  • (i) Open internet browser by typing the URL: https://www.evoting.nsdl.com/

  • (ii) Click on ‘Shareholder / Member’ - ‘Login’.

  • (iii) Type in your User ID, your password and a verification code as shown on the screen.

    • Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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  • (iv) Your User ID details are given below:
Your User ID details aregiven below:
Manner of holding shares i.e.
Demat (NSDL or CDSL) or Physical
Your User ID is:
(a) For members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8
Digit Client ID
For example, if your DP ID is IN300
and Client ID is 12
then your user ID is
IN300
12**.
(b) For members who hold shares in
demat account with CDSL.
16 Digit Benefciary ID
For example, if your Benefciary ID
is 12** then your user ID is
12**
(c) For members holding shares in
Physical Form.
EVEN Number followed by Folio Number
registered with the Company.
For example, if folio number is 001
and EVEN is 101456 then user ID is
101456001
  • (v) Your password details are given below:

  • (a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

  • (b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • (c) How to retrieve your ‘initial password’?

    • If your e-mail id is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail id. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • If your email id is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  • (vi) If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • (a) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl. com.

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  • (b) Click on ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • (c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.

  • (d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • (vii) After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

  • (viii) Now, you will have to click on ‘Login’ button.

  • (ix) After you click on the ‘Login’ button, Home page of e-Voting will open.

B. Step-2: Cast your vote electronically on NSDL e-Voting System

  • (i) After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  • (ii) Select ‘EVEN’ of company for which you wish to cast your vote during the remote e-Voting period.

  • (iii) Now you are ready for e-Voting as the Voting page opens.

  • (iv) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

  • (v) Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

  • (vi) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  • (vii) Once you confirm your vote on the resolutions, you will not be allowed to modify your vote.

C. Other instructions:

  • (i) Institutional members (other than Individuals, HUF, NRI, etc.) are also required to send a scanned copy (PDF/JPG format) of the relevant Board Resolution / Authority Letter, etc., together with an attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutinizer through e-mail on [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

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  • (ii) It is strongly recommended that you do not share your new password and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

  • (iii) In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and remote E-voting User Manual for members available at the ‘Downloads’ section of www.evoting.nsdl.com or send a request at [email protected]. Any query or grievance connected with the remote e-voting may be addressed to Mr. Soni Singh, Assistant Manager or Ms. Sarita Mote, Assistant Manager at 022 - 4886 7000/022 - 2499 7000.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The following Explanatory Statement sets out all material facts relating to the Special Business mentioned at Item Nos. 1 and 2 of the accompanying notice dated above and shall be taken as forming part of the Notice.

Item No. 1. Approval for appointment of Ms. Hooi Bien Chuah (DIN:10381891) as Director

(Non-Executive) of the Company

Based on the recommendation of the Nomination and Remuneration Committee, Ms. Hooi Bien Chuah was appointed as an Additional Director (Non-Executive) on the Board of the Company with effect from November 9, 2023. As an Additional Director, Ms. Hooi Bien Chuah holds office up to three months from the date of her appointment by the Board or the date of the next General Meeting, whichever is earlier and is eligible for being appointed as a Director. Considering her vast experience, her presence on the Board will be of immense value to the Company. Brief profile of Ms. Hooi Bien Chuah forms part of Annexure - I to Notice.

The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 from a member signifying his / its intention to propose the appointment of Ms. Hooi Bien Chuah as a Director of the Company.

Ms. Hooi Bien Chuah is not related to any Director or Key Managerial Personnel of the Company. None of the Directors, Key Managerial Personnel and their relatives except Ms. Hooi Bien Chuah and her relatives, is concerned or interested in the above resolution. The Board recommends the resolution as set out at Item No. 1 of this Notice for the approval of the members.

Item No. 2. Approval for appointment of Ms. Sylvia Lorena Varela Ramon (DIN: 10410837) as Director (Non-Executive) of the Company

Based on the recommendation of the Nomination and Remuneration Committee, Ms. Sylvia Lorena Varela Ramon was appointed as an Additional Director (Non-Executive) on the Board of the Company with effect from December 21, 2023. As an Additional Director, Ms. Sylvia Lorena Varela Ramon holds office up to three months from the date of her appointment by the Board or the date of the next General Meeting, whichever is earlier and is eligible for being appointed as a Director. Considering her vast experience, her presence on the Board will be of immense value to the Company. Brief profile of Ms. Sylvia Lorena Varela Ramon forms part of Annexure - I to Notice.

The Company has received a notice pursuant to Section 160 of the Companies Act, 2013 from a member signifying his / its intention to propose the appointment of Ms. Sylvia Lorena Varela Ramon as a Director of the Company.

Ms. Sylvia Lorena Varela Ramon is not related to any Director or Key Managerial Personnel of the Company. None of the Directors, Key Managerial Personnel and their relatives except

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Ms. Sylvia Lorena Varela Ramon and her relatives, is concerned or interested in the above resolution. The Board recommends the resolution as set out at Item No. 2 of this Notice for the approval of the members.

By order of the Board of Directors For AstraZeneca Pharma India Limited Place: Bengaluru Manasa. R Date: December 21, 2023 Company Secretary

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Annexure – I to Notice

Additional information on director(s) recommended for appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings:

Particulars Ms. Hooi Bien Chuah Ms. Sylvia Lorena Varela Ramon
Age 48years 57 Years
Date of Appointment/
Re-appointment/
Effective date
November 9, 2023 December 21, 2023
Qualifcation(s) Ms. Hooi Bien holds an MBA from
the University of Strathclyde and an
LLB (Honours) from the University
of Leicester, and was called to the
English Bar and Malaysian Bar in
1997 and 1998 respectively. She
also held a Leading Professional in
Ethics & Compliance certifcation.
Ms. Sylvia Varela holds Bachelor
degree in Political Science.
Brief profle and nature
of their expertise in
specifc functional areas
Ms. Hooi Bien is Asia Area Legal
Director for AstraZeneca since April
2021. She has over two decades
of legal experience spanning across
pharmaceutical, consumer health,
technology, and oil & gas industries.
Prior to AstraZeneca, she was
with
Lazada,
an
e-commerce
marketplace platform and logistics
company under the Alibaba Group,
as SVP Head of Legal (Malaysia)
and Litigation Centre of Excellence
lead (Southeast Asia). Hooi Bien
was also the Legal Director and
Ethics & Compliance Offcer for GSK
Malaysia & Brunei, and had served
Shell Malaysia and UCB Asia Pacifc
in legal and company secretary roles,
after starting out her career in private
practice with Messrs. K.B. Chua &
Co in 1998.
Ms. Sylvia Varela is Vice President for
Asia Area in AstraZeneca. Based in
Singapore, she leads AstraZeneca’s
commercial operations in Korea,
Taiwan,
Singapore,
Malaysia,
Philippines,
Indonesia,
Thailand,
Vietnam and India.
She has over 25 years experience
in the pharmaceutical industry. With
AstraZeneca, she was previously
Vice President for Latin America,
Country President for Mexico and
Country President for Colombia.
Prior to that she held commercial
leadership positions with Pfzer.
Terms and conditions of
Appointment/
Reappointment
As set out in Item No. 1 of the
accompanying Notice read with the
ExplanatoryStatement.
As set out in Item No. 2 of the
accompanying Notice read with the
ExplanatoryStatement.
Remuneration last
drawn
Not Applicable Not Applicable
Number of meetings of
Board attended during
theyear
1 Not Applicable

13

Remuneration proposed
to bepaid
NIL NIL
Directorships held in
other listed companies
NIL NIL
Resignation from
directorship of the listed
companies in past three
years
NIL NIL
Membership/
Chairmanships of
Committees of other
listed companies
NIL NIL
Shareholding in the
Company (No. of
shares)
NIL NIL
Relationship between
Directors, inter se
None None

By order of the Board of Directors For AstraZeneca Pharma India Limited

Place: Bengaluru Date: December 21, 2023

Manasa. R Company Secretary

14