AstraZeneca PLC — AGM Information 2017

Apr 28, 2017

RESOLUTIONS

OF

ASTRAZENECA PLC (the "Company")

Registered Number: 2723534 Registered in England & Wales

At an Annual General Meeting of the Company, duly convened, and held at the Park Plaza London Riverbank Hotel, 18 Albert Embankment, London SE1 7TJ on Thursday 27 April 2017 at 2.30p.m. (BST) the following resolutions were duly passed; item 9 as an ordinary resolution and items 10, 11 and 12 as special resolutions:

Resolution 9

That:

the Directors be generally and unconditionally authorised pursuant to section $(a)$ 551 of the Companies Act 2006 to:

(i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

• (A) up to an aggregate nominal amount of US\$105,440,415; and
• (B) comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of US\$210,880,831 (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:
• to holders of ordinary shares in proportion (as nearly as may $(1)$ be practicable) to their existing holdings; and
• $(11)$ to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities:

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 27 July 2018); and

(ii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

• $(b)$ subject to paragraph (c) below, all existing authorities given to the Directors pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and
• $(c)$ paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Resolution 10

That subject to the passing of Resolution 9 as set out in the Notice of AGM of the Company convened for 27 April 2017 and in place of the power given to them pursuant to the special resolution of the Company passed on 29 April 2016, the directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority conferred by Resolution 9 in the Notice of AGM as if section 561(1) of the Act did not apply to the allotment.

This power:

• expires (unless previously renewed, varied or revoked by the Company in $(a)$ general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 27 July 2018), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
• shall be limited to the allotment of equity securities in connection with an offer $(b)$ of equity securities (but in the case of the authority granted under Resolution 9(a)(i)(B), by way of a rights issue only):

(i) to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to people who are holders of other equity securities, if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

in the case of the authority granted under Resolution 9(a)(i)(A) shall be limited $(c)$ to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of US\$15,817,644.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words 'pursuant to the authority conferred by Resolution 9 in the Notice of AGM' were omitted.

Resolution 11

That the Company be unconditionally and generally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of US\$0.25 each in the capital of the Company provided that:

(a) the maximum number of ordinary shares which may be purchased is 126,541,153;

(b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is US\$0.25; and

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations for an ordinary share of the Company as derived fromthe London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange trading service SETS.

This authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2018 or, if earlier, at the close of business on 27 July 2018 (except in relation to the purchase 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).

Resolution 12

That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Adrian Kemp Company Secretary