AstraZeneca PLC — AGM Information 2021

Mar 30, 2021

AstraZeneca PLC: Annual General Meeting Tuesday 11 May 2021

The 2021 Annual General Meeting of the Company (the AGM) will be held on Tuesday 11 May 2021 at 11.00am (BST) at Academy House, 136 Hills Road, Cambridge, CB2 8PA. In line with UK Government restrictions relating to public gatherings as at the date of publication of the Notice, the AGM will be a closed meeting and it will not be possible for shareholders to attend.

Shareholders are strongly encouraged to vote in advance of the meeting by appointing the Chairman of the AGM as their proxy.

Please read the explanatory notes to the Proxy Form overleaf before completing the Proxy Form.

AstraZeneca PLC: Proxy Form: Annual General Meeting Tuesday 11 May 2021

+ Voting ID		Task ID			Shareholder Reference Number
	I, the undersigned, being a member of AstraZeneca PLC, hereby appoint the Chairman of the AGM*
				1200-156-S
	as my proxy to vote for me on my behalf at the Annual General Meeting of the Company to be held on 11 May 2021 at Academy House, 136 Hills Road, Cambridge, CB2 8PA at 11.00am (BST), and at any adjournment thereof.
	Please indicate your vote by marking the boxes below in black ink like this:		x
	Resolution	For	Vote Against Withheld	Resolution		For		Vote Against Withheld
1.	To receive the Company's Accounts, the Reports			i) Sheri McCoy
	of the Directors and Auditor and the Strategic Report for the year ended 31 December 2020			j) Tony Mok
2.	To confirm dividends			k) Nazneen Rahman
	3. To reappoint PricewaterhouseCoopers LLP			l) Marcus Wallenberg
	as Auditor			6. To approve the Annual Report on Remuneration for the year ended 31 December 2020
4.	To authorise the Directors to agree the remuneration			7. To approve the Directors' Remuneration Policy
	of the Auditor			8. To authorise limited political donations
5.	To elect or re-elect the following Directors:			9. To authorise the Directors to allot shares
a) b)	Leif Johansson Pascal Soriot			10. To authorise the Directors to disapply
c)	Marc Dunoyer			pre-emption rights1
	d) Philip Broadley			11. To authorise the Directors to further disapply pre-emption rights for acquisitions and specified
e)	Euan Ashley			capital investments1
f)	Michel Demaré			12. To authorise the Company to purchase its own shares1
g)	Deborah DiSanzo			13. To reduce the notice period for general meetings1
h)	Diana Layfield			14. To amend the rules of the Performance Share Plan 2020
	Signed			Dated

* Please see explanatory notes if you wish to appoint a person other than the Chairman of the AGM as your proxy.

1 Special Resolution

Shareholder engagement event, 2.00pm (BST) Friday 30 April 2021

In line with UK Government restrictions relating to public gatherings, the AGM will be a closed meeting and it will not be possible for shareholders to attend.

The Board values the support and engagement of all shareholders and at 2.00pm (BST) on 30 April 2021, the Company will live-broadcast a presentation from certain members of the Board of Directors and invite shareholders to participate in a live Q&A session should they wish to do so.

This can be done by accessing the event website, https://web.lumiagm.com

You will require the following details:

Meeting ID: 145-523-877.

SRN: Shareholder Reference Number. PIN: the first two and last two digits of your SRN.

These can be found printed overleaf.

More details on how to access the shareholder engagement event, and how to ask questions can be found from page 12 of the Notice of Meeting.

Please tear along the dotted line

AstraZeneca PLC: Explanatory notes to the Proxy Form

General notes

Given the UK Government public health restrictions for COVID-19, shareholders and their representatives will NOT be permitted to attend the AGM in person.

You should therefore appoint the Chairman of the meeting as your proxy, for your votes to be counted, rather than a named person who will not be permitted to attend the meeting. Under normal circumstances, shareholders may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. However, given the restrictions on attendance at the AGM, for your votes to be counted, you should appoint only the Chairman of the meeting as your proxy rather than appointing a named person(s) who will not be permitted to attend the meeting.

If the Proxy Form is signed and returned without any indication as to how the proxy should vote, the proxy will exercise discretion as to how votes are cast, whether or not to abstain from voting and how to act in relation to other business transacted at the AGM. The proxy will exercise this discretion as they see fit on any other business which may properly come before the AGM and at any adjournment of the AGM.

The Vote Withheld option is provided to enable you to abstain on any particular resolution. It should be noted that a Vote Withheld is not a vote in law and will not be counted as a vote For or Against a resolution.

To be valid, the Proxy Form (together with the power of attorney or other authority (if any) under which it is signed or a notarised copy of that power or authority) must be deposited with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the start of the AGM. This Proxy Form should not be used for any comments, change of address notification or other queries. Please send separate instructions to Equiniti.

Entitlement to attend and vote

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only holders of ordinary shares at 6.30pm (BST) on Friday 7 May 2021 (or their duly appointed proxies) are entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the register of members after 6.30pm (BST) on Friday 7 May 2021 shall be disregarded in determining the rights of any person to attend or vote at the AGM.

Voting electronically

You may, if you wish, register the appointment of your proxy vote electronically either via the Sharevote website, www.sharevote.co.uk, or if you hold your shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote you will need your personal Authentication Reference Number (this is the series of numbers printed under the headings Voting ID, Task ID and Shareholder Reference Number on the Proxy Form). To use the CREST service please refer to the Notes in the Notice of AGM. Alternatively, if you have already registered with the Equiniti online portfolio service, Shareview, you can appoint your proxy at www.shareview.co.uk (click on the link to vote under your holding details). Full details and instructions are given on each of the websites. Please note that any electronic communication found to contain a computer virus will not be accepted.

Documents available for inspection

The following information may be inspected during business hours at AstraZeneca PLC's registered office and will on the day of the AGM be available for inspection at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate London EC2P 2SR until the conclusion of the AGM, subject to health and safety requirements and any limits on gatherings, social distancing or other measures imposed or recommended by the UK Government:

(1) a statement of the interests and transactions of Directors and their connected persons in the share capital of the Company and any of its subsidiaries;

bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

• (2) the Annual Report and Form 20-F Information 2020;
• (3) a copy of the Company's Articles of Association; and

(4) a copy of the rules of the AstraZeneca Performance Share Plan 2020, including amendments proposed for approval under Resolution 14 within the Notice of Meeting.

The documents may also be inspected on the shareholder engagement event website https://web.lumiagm.com on 30 April 2021 during the shareholder engagement event. This document is important. If you are in any doubt about its contents you should consult your Independent Financial Adviser. If you have sold or transferred all of your AstraZeneca ordinary shares you should send this complete document with the Notice of Annual General Meeting 2021 and Shareholders' Circular (or with the communication informing you of the availability of those documents on the AstraZeneca website) to the purchaser or transferee or to the stockbroker,