AstraZeneca PLC

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AstraZeneca

Annual Report and Form 20-F Information 2025

follow the

science

and put

patients

ﬁrst

Supplements

Detailed information on our Development

Pipeline, Patent Expiries of Key Marketed

Products and Risk.

See our website,

www.astrazeneca.com/annualreport2025.

Trade marks

Brand names shown in italics are trade

marks owned by or licensed to the Group.

What

science

can do

We are a global, science-led, patient-

focused pharmaceutical business.

We are committed to excellence

in the research, development and

commercialisation of prescription

medicines. We aim to transform the

lives of patients with improved

outcomes and a better quality of life.

Front cover image:

Our Values include following the science and putting

patients first. They help us achieve our Purpose of

pushing the boundaries of science to deliver life-

changing medicines. For more information, see page 8.

Use of terms:

In this Annual Report, unless the context otherwise

requires, ‘AstraZeneca’, ‘the Group’, ‘we’, ‘us’ and ‘our’

refer to AstraZeneca PLC and its consolidated entities.

Welcome

Contents

Key

For more information within

this Annual Report.

For more information,

see www.astrazeneca.com.

Total Revenue

Up 9% at actual rate of exchange to $58,739

million (up 8% at CER), comprising Product

Sales of $55,573 million (up 9%; 9% at CER),

Alliance Revenue of $3,067 million (up 39%;

38% at CER) and Collaboration Revenue of

$99 million (down 89%; 89% at CER)

Net cash inflow from operating activities

Up 23% at actual rate of exchange to

$14,575 million

$58,739m

$54,073m

$45,811m

2025

2024

2023

$58.7bn

$14,575m

$11,861m

$10,345m

2025

2024

2023

$14.6bn

Reported Operating profit

Up 37% at actual rate of exchange

to $13,743 million (up 36% at CER)

Core Operating profit

Up 9% at actual rate of exchange

to $18,478 million (up 9% at CER)

$13.7bn

$13,743m

$10,003m

$8,193m

2025

2024

2023

$18.5bn

$18,478m

$16,928m

$14,534m

2025

2024

2023

Reported EPS

Up 45% at actual rate of exchange

to $6.60 (up 43% at CER)

Core EPS

Up 12% at actual rate of exchange

to $9.16 (up 11% at CER)

$6.60

$4.54

$3.84

2025

2024

2023

$9.16

$8.21

$7.26

2025

2024

2023

As detailed from page 129, Total Revenue consists of Product Sales, Alliance Revenue and Collaboration Revenue.

Denotes a scale break. Throughout

this Annual Report, all bar chart

scales start from zero. We use

a scale break where charts

of a different magnitude, but the

same unit of measurement, are

presented alongside each other.

For more information in relation

to the inclusion of Reported

performance, Core financial

measures and constant exchange

rate (CER) growth rates as used

in this Annual Report, see the

Financial Review from page 50

and for more information on the

reconciliation between Reported

and Core performance, see the

Reconciliation of Reported results

to Core results in the Financial

Review on page 55.

Financial highlights

Strategic Report

AstraZeneca at a Glance

Chair’s Statement

Chief Executive Officer’s Review

Healthcare in a Changing World

Our Purpose, Values and Business Model

Our Strategy and Key Performance Indicators

Therapy Area Review

Business Review

Section 172(1) Statement

Viability Statement

Risk Overview

Financial Review

Corporate Governance

Chair’s Introduction

Corporate Governance Overview

Board of Directors

Senior Executive Team (SET)

Corporate Governance Report

Nomination and Governance Committee Report

Science Committee Report

Sustainability Committee Report

Audit Committee Report

Directors’ Remuneration Report

Financial Statements

Preparation of the Financial Statements

and Directors’ Responsibilities

115

Directors’ Annual Report on Internal Controls over Financial

Reporting

115

Independent Auditors’ Report

116

Consolidated Statements

125

Group Accounting Policies

129

Notes to the Group Financial Statements

137

Group Subsidiaries and Holdings

192

Company Statements

197

Company Accounting Policies

199

Notes to the Company Financial Statements

201

Sustainability Statement

General disclosures

205

Topical disclosures

211

Environmental disclosures

211

Social disclosures

217

Governance disclosures

219

Independent Sustainability Assurance Report

220

Additional Information

Shareholder information

223

Directors’ Report

224

Glossary

227

Cautionary statement regarding forward-looking

statements

228

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Contents

Our purpose

We push the boundaries of science to deliver

life-changing medicines.

Our strategic priorities

Our priorities reflect how we are

working to deliver our Growth

Through Innovation strategy.

1. Science and

Innovation

2. Growth and

Therapy Area

Leadership

3. People and

Sustainability

Science and innovation-led

We invest in new technologies

and modalities to deliver the next

wave of pipeline innovation and

life-changing medicines.

197

projects in our

development

pipeline

new molecular

entities (NMEs)

in our late-stage

pipeline

125

NME or major life-

cycle management

(LCM) projects

in Phase II and

Phase III

$14.2bn

invested in

our science

Includes NME and major LCM projects up to launch in all applicable markets.

Leading in our therapy areas

We focus on areas where we

can transform patient outcomes

through novel medicines and

combinations.

For more information on our

therapy areas, see page 12.

Oncology

Leading a revolution to transform cancer care.

BioPharmaceuticals

Transforming care for billions of people

living with chronic diseases and delivering

long-lasting immunity.

Rare Disease

Pioneering new possibilities for the

rare disease community.

Total Revenue by therapy area

Due to rounding, the sum of subtotals and percentages

may not agree to totals.

Diversified portfolio and

global reach

We deliver a diversified portfolio

of medicines across primary

care, specialty care and rare

diseases through our broad-

based global network.

Total Revenue growth by reporting region

10%

12%

Emerging Markets

Europe

Established RoW

Actual growth percentage.

Total Revenue by reporting region

See page 32 for how we define our regions.

Positively impacting the

health of people, society

and the planet

We operate responsibly,

harnessing the power of science

and innovation, and our global

reach, to help build a healthier,

more sustainable future.

320 million

people have been

positively impacted

See page 218

for methodology

and definitions.

88.1%

reduction in

Scope 1 and 2

GHG emissions

since 2015

1.0bn, 2%

Other Medicines

$25.6bn, 44

Oncology

$23.0bn, 39%

BioPharmaceuticals

9.1bn, 16%

Rare Disease

$25.5bn, 43%

$5.2bn, 9%

Established

Rest of World

$15.3bn, 26%

Emerging Markets

$12.7bn, 22%

Europe

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

AstraZeneca at a Glance

We are dedicated to transforming the future of healthcare

by unlocking the power of what science can do for people,

society and the planet.

$3.20

Full-year dividend of $3.20

per share (2024: $3.10)

“We have more than 100 Phase III studies ongoing,

including a substantial and growing number of

trials of our transformative technologies which

have the potential to revolutionise outcomes for

patients and drive our growth well beyond 2030.”

Global opportunities and challenges

The world continues to be in flux. Geopolitical

shifts, crises, and conflict intersect with

economic, demographic, societal,

environmental, and technological change –

reshaping the context in which companies

operate. While no business can predict every

shock, active risk management strengthens

our capacity to absorb disruption and adapt,

enabling us to execute our strategy, drive

innovation, grow, and reach more patients.

At the same time, we face a more economically

diverse landscape as economic power

evolves, including the rise of emerging,

populous markets. Governments are also

prioritising strategic autonomy for security,

resilience, and competitiveness, with

pressure to build climate-resilient supply

chains. These interlinked trends bring risks

to manage and significant opportunities for

innovation, partnerships, and sustainable

growth. Our industry-leading role in

negotiating an agreement with the US

administration to lower the cost of medicines

for American patients illustrates our agility

in responding to the changes we are seeing.

A shared drive for innovation

The pace of scientific progress today

is nothing short of extraordinary, with

transformative new technologies and

modalities redefining what is possible

for patients. Yet, these advances are

not reaching everyone equally. Across

continents, access to life-changing

treatments remains inconsistent. For

example, over the past five years, about

40% of medicines launched in the US did

not launch in key European countries,

whereas only 7% of medicines launched

in Europe did not reach the US.

To harness the promise of this scientific

golden age, we need to adapt and rethink

how we value health. Treating it as a strategic

investment – rather than a budgetary expense

– can unlock immense economic and

societal benefits. For example, an additional

$3 per person each year to tackle chronic

diseases could yield economic benefits

of up to $1 trillion by 2030.

However, the responsibility for driving

innovation must be shared. A more balanced,

global approach to funding and risk-sharing

is essential. We need policymakers to

modernise regulations, foster public-private

partnerships, and prioritise health as a pillar

of national strength and sovereignty. By

aligning policy and investment with scientific

readiness, we can deliver longer, healthier

lives and a more resilient global economy.

A dedicated team

As reflected throughout this Annual Report,

2025 was a year of exceptional progress for

AstraZeneca, delivering impact for people,

society, and the planet. On behalf of the

Board, I extend our gratitude to Pascal, the

Senior Executive Team, and every colleague

whose work made these results possible.

Outlook

As we look ahead, we have more than

100 Phase III studies ongoing, including

a substantial and growing number of trials

of our transformative technologies which

have the potential to revolutionise outcomes

for patients and drive our growth well

beyond 2030.

Michel Demaré

Chair

Those achievements start with our continued

strong commercial performance in 2025,

with Total Revenue up 9% (8% at CER).

Reported EPS was up 45% (43% at CER)

and Core EPS, which excludes certain items,

was up 12% (11% at CER). The Board has

declared a second interim dividend of

$2.17 per share (159.5 pence, 19.49 SEK).

Total dividend declared for 2025 increased

by 3% to $3.20 per share.

A global company

Our financial performance reflects the depth

and breadth of our portfolio and pipeline of

life-changing medicines. It also reflects our

leading global presence and footprint.

In November 2025, our plans to deliver

a global listing for global investors were

overwhelmingly approved by shareholders

at the General Meeting with a vote of 99.36%

in favour. From 2 February 2026 shareholders

have been able to trade their interests in

AstraZeneca Ordinary Shares across all

three exchanges in New York, London and

Stockholm. This harmonised listing structure

will help us reach a broader mix of global

investors, making it more attractive for all

shareholders to participate in our future and

giving us flexibility to access the widest

pool of capital.

AstraZeneca’s many scientiﬁc

and commercial achievements

in 2025 were underpinned

by our continuous adaptation

to a rapidly changing external

environment.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Chair’s Statement

Regulatory events – submissions

or approvals in major markets

$58.7bn

Total Revenue (2024: $54.1bn)

“In addition to delivering medicines today,

we are following the science to deliver

medicines for tomorrow and the day after.”

and Established Rest of World up 5%

(5% at CER). Our performance in Emerging

Markets outside China (up 19%, 22% at CER)

was particularly impressive, demonstrating

the strength of our global footprint.

AstraZeneca’s momentum is continuing

in 2026 and we are looking forward to

the results of more than 20 Phase III trial

readouts during the year.

Changing lives

At the heart of AstraZeneca is our delivery

of innovative medicines that change lives.

Following the approval of

Datroway

and

Kavigale

at the start of the year, the approval

Beyonttra

in March for transthyretin

amyloid cardiomyopathy (ATTR-CM) in

Japan, represented the ninth new medicine

against our ambition to deliver 20 by 2030.

During 2025, we also achieved 12 first

approvals for life-cycle management projects.

Our global reach means we can set new

standards for the accessibility of our medicines

and help more patients. For example, in 2025

we received six world-first approvals for our

medicines in emerging markets –

Datroway

Tezspire

and

Imfinzi

with new indications,

Saphnelo

for a line extension, and a first

approval, for camizestrant, in the UAE.

Transforming healthcare

There are other ways in which we are

helping patients. Our ‘Transform Care’

initiative accelerated the adoption of clinical

guideline-based therapy even further during

2025, enabling millions more patients

to receive innovative medicines. By the end

of the year, we had established more than

200 health system partnerships across

50 countries. We are finding and treating

high-risk patients, accelerating the time

to diagnosis and treatment, and improving

outcomes for millions of people, all the

while helping healthcare systems to

become more resilient.

Operational excellence

Our medicines can only help patients if they

are in their hands when they are needed.

In 2025, we maintained an impressive track

record with 217 on-time launches, more than

99% supply performance, zero patient level

recalls and zero critical observations from

42 external inspections.

Investing to deliver our medicines

We are also investing to support our growth

ambitions and ensure we can continue to

deliver our medicines, especially in markets

where healthcare is seen as a strategic

priority and there is funding for innovation.

US agreement

The US remains our largest market and is

projected to represent approximately 50%

of our Total Revenue by 2030. During 2025,

we took action to strengthen our position

and secure our long-term growth there.

In October, we announced an agreement with

the US administration which provides greater

clarity around pricing and a three-year

exemption from tariffs. The agreement

will lower the cost of many prescription

medicines in America while safeguarding

its pharmaceutical innovation.

Expanding globally

In the US, we plan to invest $50 billion

in manufacturing and R&D, including our

$4.5 billion facility in Virginia – our largest

single manufacturing investment where we

broke ground in October. We followed this

with plans to invest $2 billion to expand our

manufacturing footprint in Maryland.

This includes expansion of our biologics

manufacturing facility in Frederick and

construction of a new state-of-the-art facility

in Gaithersburg. In October, we also opened

our newly expanded manufacturing facility

in Coppell, Texas.

It was a year that saw sustained momentum

with Total Revenue increasing by 9% (8%

at CER) to $58.7 billion while Product

Revenue was up 10% (10% at CER), reflecting

broad-based growth across all therapy areas

and major regions. We also saw excellent

pipeline delivery in a continuing catalyst-rich

period, with 16 positive Phase III clinical

trial readouts.

Beyond delivering on our pipeline, 2025 was

significant for other reasons: we announced

our largest investment plans ever; partnered

with governments and key stakeholders

across the world to strengthen healthcare

ecosystems; and took centre stage at many

major congresses, demonstrating leadership

across all our therapy areas.

Diverse and resilient

Our strong financial performance reflects

our diverse portfolio and our geographic

breadth. In our therapy areas, Total Revenue

for Oncology increased 15% (14% at CER)

to $25.6 billion and Rare Disease delivered

growth of 4% (4% at CER) to $9.1 billion.

Overall, BioPharmaceuticals Total Revenue

grew by 5% (5% at CER) to $23.0 billion,

with Cardiovascular, Renal & Metabolism

growing by 3% (2% at CER) and Respiratory

& Immunology by 13% (12% at CER).

Vaccines & Immune Therapies decreased

by 13% (14% at CER). We now have 16

blockbuster medicines that each generate

more than $1 billion in annual sales.

Across our regions, we saw balanced

growth with Product Revenue in the US

up 10%, Europe up 11% (7% at CER),

Emerging Markets up 12% (14% at CER)

2025 was exceptional as we

advanced science and delivered

innovation that beneﬁted

people, society, and the planet.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Chief Executive Officer’s Review

Chief Executive Oﬃcer’s Review

BioPharmaceuticals

In BioPharmaceuticals, baxdrostat has

the potential to be a best and first-in-class

medicine that would have a very real impact

for the hundreds of millions of people

worldwide living with hard-to-control

hypertension. We acquired baxdrostat from

CinCor in 2023 and advanced it from Phase

II to delivery of Phase III data and filing

by the end of 2025. Phase III trials showed

statistically significant and clinically meaningful

blood pressure reductions and baxdrostat

represents one of the most significant

innovations in the hypertension field in

over two decades.

Rare Disease

In Rare Disease, positive results from the

global PREVAIL Phase III trial showed that

gefurulimab met its primary and all secondary

endpoints, demonstrating a statistically

significant and clinically meaningful

improvement from baseline in Myasthenia

Gravis Activities of Daily Living (MG-ADL)

total score at week 26 compared to placebo.

Findings from the trial offer valuable insights

into how early and sustained complement

inhibition with gefurulimab may translate

into meaningful, functional improvement

for people living with gMG. A once-weekly

self-administered treatment option would

advance greater convenience and

independence for patients in managing their

condition, as well as strengthening our

scientific leadership in complement inhibition.

Following the science

While we had remarkable success in 2025,

pushing boundaries sometimes means

setbacks. For example, we did not achieve

the primary endpoints in the Phase III

RESOLUTE trial for

Fasenra

in COPD and

the LATIFY trial of ceralasertib plus

Imfinzi

in previously treated advanced NSCLC.

True to our Values of following the science

and putting patients first, we learn from

every trial and share data with the wider

scientific community.

Overall, our vision extends well beyond our

ambitions for 2030, and we are investing

significantly in transformative technologies

that will shape the future of medicine and

sustain our growth into the next decade.

This includes harnessing the power of AI

where, for example, 90% of our small

molecule discovery pipeline is already

AI-assisted, potentially improving the

probability of clinical success.

Delivering in the right way

At AstraZeneca, how we work is as important

to us as what we do. I was therefore proud

to introduce our refreshed sustainability

strategy in May. It focuses on how we make

a sustainable impact by acting on nature,

health equity and health systems resilience

and how we work by living our Values,

investing in our people and operating

responsibly, ethically and with robust

governance.

We are making good progress in these areas.

In 2025, we continued to deliver against

Ambition Zero Carbon, with a reduction

in Scope 1 and 2 greenhouse gas emissions

of 88.1% since 2015. We are now especially

focused on cutting Scope 3 emissions with

the aim of achieving science-based net zero

by 2045. On health equity, we have a 2030

ambition to positively impact one billion

people, including 400 million from underserved

communities. We have achieved our target

of 40.4% of genomics data coming from

understudied global communities, and,

so far, have reached more than 49 million

people since 2024 with health education,

screening and early detection.

Investing in people

None of our achievements would be

possible without the dedication and talent

of AstraZeneca colleagues worldwide.

I am proud that 86% of our people believe

AstraZeneca is a great place to work, and

we continue to make progress in creating

an inclusive environment where everyone

feels they belong.

We are embracing AI to accelerate our

progress and have set up a new AI unit to

reinforce our efforts. The uptake of AI tools

continues to grow and, in 2025, more than

50,000 employees participated in our

‘Thriving in the Age of AI’ programme.

These technologies are enabling us to

discover and deliver new treatments faster

than ever before and drive step-changes in

how we diagnose, monitor and treat patients

– as well as transform how we all work.

I would like to thank each of my colleagues

for the contributions they have made and

firmly believe we have the best team in the

industry. Together, we are on track to deliver

our Ambition 2030, addressing unmet medical

need, reshaping the future of healthcare and

changing lives around the world.

Pascal Soriot

Chief Executive Officer

Our efforts are not restricted to the US. In

March, we announced plans to establish a

new global strategic R&D centre in Beijing,

our second in China and sixth worldwide.

Our $2.5 billion investment expands early

discovery and development and

incorporates an AI and data science

laboratory. At the same time, agreements

with Harbour BioMed and Syneron Bio,

together with a pioneering Cambridge

Beijing ecosystem collaboration, aim to

accelerate our science and innovation.

Additionally, we are making good progress

with the construction of our $1.5 billion

antibody drug conjugate manufacturing

facility in Singapore and opened our new

global hub in Barcelona, as well as expanding

our manufacturing capabilities in China,

Sweden and the Netherlands.

Reshaping the future of healthcare

In addition to delivering medicines today,

we are following the science to deliver

medicines for tomorrow and the day after.

Oncology

We are proud of our science and the

American Society of Clinical Oncology

annual meeting provided a remarkable

moment in 2025, marking our seventh

consecutive year with a plenary session,

and the second consecutive year in which

we had two: SERENA-6 on camizestrant

for the treatment of 1st-line advanced

HR-positive breast cancer; and MATTERHORN

which showcased perioperative treatment

with

Imfinzi

in early gastric and

gastroesophageal junction cancers and for

which it was approved in the US by the FDA.

We also had back-to-back presidential

presentations for the DESTINY-Breast05

and DESTINY-Breast11 Phase III trials at

the European Society for Medical Oncology

Congress that demonstrated the transformative

potential of

Enhertu

in early HER2-positive

breast cancer – a setting where there

is a greater opportunity for cure. Together

with DESTINY-Breast09, SERENA-6 and

TROPION-Breast02 for

Datroway

, these

five studies demonstrate the difference we

are making for people with breast cancer

and illustrate our strategy to bring novel

treatments to early cancer settings where

patients can benefit most.

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The external environment presents both

challenges and opportunities that require

us to adapt, innovate and build trust.

A growing pharmaceutical sector

The pharmaceutical sector continues to grow against a backdrop

of increasing demand for healthcare. Global healthcare spending

is projected to increase at an annual rate of 7.1% from 2025 to 2029.

Healthcare in a Changing World

Global trends

Shifting economic power

Economic power is shifting from the G7 to

the largest emerging markets, such as China

and countries with large populations, including

India and Indonesia, altering global economic

dynamics and creating new opportunities

and challenges. For example, the G7 comprised

some 65% of global GDP in 2000 which

is expected to drop to less than one third

by 2050.

Global instability

Continuing geopolitical tensions and shifting

alliances are creating a more volatile global

landscape, impacting international relations

and stability. This includes the rise of

economic nationalism, sustained strategic

rivalry between the US and China, as well

as conflicts, such as the war in Ukraine,

and ‘grey zone’ conflict – the contested

arena between routine diplomacy and

open warfare.

Changing populations

The UN predicts the global population will

reach 9.7 billion by 2050. Key trends include

continued urbanisation, falling birth rates in

many countries, notably South Korea, Japan

and within Western Europe, and an ageing

population, with those aged 65 and older set

to triple by 2100. Furthermore, the ratio of

retirees to workers will rise dramatically as

the share of younger people declines, putting

structural pressure on pay-as-you-go pensions

and on health and long-term care financing.

Population growth is also becoming more

concentrated, with much of the growth

coming from Africa and South Asia.

<1/3

The G7’s share of global GDP fell from

roughly two thirds (~65%) in 2000

to about half today, and is projected

to shrink to less than one third by 2050.

(Source: Global Trade Outlook, February 2023)

9.7 billion

The UN predicts the global population

will reach about 9.7 billion by 2050.

(Source: United Nations)

10.0%

Global pharmaceutical sales

grew by 10.0% in 2025

(Source: IQVIA, IQVIA Midas Quantum Q3 2025)

These risks are explored

further in the Risk Overview

from page 47 and Accessible

and affordable healthcare

from page 41.

Against the background of broad structural trends, the pharmaceutical sector is navigating

economic challenges and political uncertainty as well as the impacts of social changes and

the climate crisis. Rapidly-advancing technologies offer both risks and benefits, while

successful organisations are building trust with stakeholders.

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Healthcare in a Changing World

Trend

Impact

Politics

Increasing

international

friction

Two thirds

More than two thirds

of respondents believe

we will face a world in

which middle and great

powers contest, set and

enforce regional rules

and norms.

(Source: World Economic Forum

Global Risk Report, January 2026)

The political climate has acute consequences for security, trade and global

collaboration. Some governments deliberately use economic ties, such

as access to critical minerals, to gain strategic leverage over others, thereby

increasing the risk of supply chain disruption. However, such trends also

present opportunities as companies are encouraged to localise operations

to mitigate supply chain risks.

As a consequence, AstraZeneca is investing in robust and flexible supply

chains and a strong global manufacturing footprint, see Operations

on page 33 of the Business Review.

Economics

Global economy

in ﬂux

3.3%

Global GDP growth forecast

at 3.3% for 2026 and 3.2%

in 2027.

(Source: IMF, January 2026)

Global growth is projected to remain resilient at 3.3% in 2026 and at 3.2%

in 2027 – rates similar to the estimated 3.3% outturn in 2025. In addition,

healthcare budgets are under pressure which is leading to downward

pressure on pricing.

We work closely with payers and policymakers to deliver locally

affordable medicines. In 2025, we reached an agreement with the

US Government to lower the cost of medicines for US patients,

see Our regions from page 32 of the Business Review.

Society

Increasing

healthcare

demands

43 million

Non-communicable

diseases (NCDs) were

the cause of death for

43 million people in 2021.

(Source: WHO, September 2025)

Demographic change is driving an increased demand for healthcare

across all age groups. However, people in low- and middle-income

countries are disproportionately affected by NCDs, as 82% of NCD

deaths occur in these countries. In total, NCDs represent 75% of

non-pandemic-related deaths globally.

Through our health equity programme, we aim to close healthcare

gaps and to give people everywhere the chance to be as healthy

as possible, see Accessible and affordable healthcare on page 41

of the Business Review.

Technology

Changing the

way we work

$4-7 billion/

year

Generative AI is estimated

to unlock $4-7 billion

in value annually for

pharmaceutical companies.

(Source: McKinsey & Company,

January 2025)

Rapid advances in the field of AI and machine learning are enhancing

our ability to process and understand vast amounts of data.

AI will unlock value and bring new risks. Guided by our principles

of ethical and responsible data and AI use, new technologies enable

us to deliver better medicines and treatments, more quickly, to more

patients, see Digital technologies on page 36 of the Business Review.

Environment

Deep

interconnection

between climate

and health

53.2Gt

emissions are at a

record high globally as

53.2 gigatonnes of CO

were emitted into the

atmosphere in 2024.

(Source: Joint Research Centre,

September 2025)

The climate crisis is amplifying health inequities and putting additional

strain on health systems. Older adults, children, outdoor workers, and

low- and middle-income communities face heightened risks from

heat-related cardiovascular, respiratory, renal and neurological harms.

We are pursuing ambitious science-based decarbonisation targets

to achieve net zero by 2045, see Climate change from page 42

of the Business Review.

Outlook

Opportunities

and challenges

for the sector

71%

In a 28-country survey, 71%

of people questioned rated

the healthcare industry

trustworthy, and 76% of

people trusted scientists.

(Source: 2025 Edelman

Trust Barometer, January 2026)

The use of advancements in science and digital technologies offer the

potential to revolutionise the healthcare industry. However, coupled with

growing distrust of governments, political leaders and more generally,

information, concerns around the politicisation of science can

exacerbate existing trust issues.

Our Code of Ethics and Values determine how we work together and

the behaviours that drive our success and improve trust, see Business

conduct from page 34 of the Business Review.

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Healthcare in a Changing World

Value outcome

Inspired by our Values and what science

can do, we are focused on accelerating the

delivery of life-changing medicines that

create enduring value for patients, society,

the planet and our shareholders.

Our Purpose

Our Values

Our business model

We push the boundaries

of science to deliver life-

changing medicines.

Our Values determine how we work together and the behaviours that drive our success.

They guide our decision making and define our beliefs.

We follow

the science

Pushing the

boundaries of

science and

working creatively

with partners and

collaborators.

We put

patients first

Striving to

understand

patients’ needs

and considering

them in every

decision we take.

We play

to win

Building high-

performing,

inclusive and

diverse teams and

making the right

choices to win.

We do the

right thing

Employing high

ethical standards

when carrying out

all aspects of our

business globally.

We are

entrepreneurial

Acting with

urgency, bravery,

resilience and

taking smart risks.

We are a global pharmaceutical business with a science-led and patient-focused value

proposition committed to excellence in the research, development, manufacturing and

commercialisation of prescription medicines across primary care, specialty care and rare

diseases. We are also committed to operating responsibly, and in an ethical and transparent

way, to help build a healthier, more sustainable future. We invest resources to create financial

and non-financial value that benefits patients, society, the planet and our business.

Our Purpose, Values and Business Model

Enabled by

R&D

We invest

in the science

and effective

collaborations

to build a strong

pipeline of

innovative

medicines.

People

We acquire, retain and

develop a talented and

diverse workforce.

Technology

We invest in transformative new

technologies and platforms,

including AI, to develop and

deliver medicines more

efficiently.

Commercialisation

We have a global

commercial

presence and skills

to ensure our

medicines reach

patients as quickly

and as broadly

as appropriate.

Manufacturing

and distribution

We have robust

global supply chains

and manufacturing

footprint to ensure

medicines are

delivered to patients.

Improved health

We are transforming

the future of healthcare,

improving health outcomes

and quality of life globally.

Through innovation and

partnerships, we tackle

health challenges, close

care gaps and create

healthier communities.

Returns to shareholders

Revenue from our Product

Sales and collaboration

activities generates cash

flow, which helps us:

•

Fund our investment

in science and the

business to drive

long-term value.

•

Follow our progressive

dividend policy.

•

Meet our debt service

obligations.

For more information, see

Business Review from page 26.

320 million

people positively impacted

Inputs

Outputs

See page 218 for methodology and definitions.

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Our Purpose, Values and Business Model

Life-cycle of a medicine

For more information on our

pipeline progression, see our

Development Pipeline Supplement

on our website, www.astrazeneca.

com/annualreport2025.

Post-exclusivity – duration: 20+ years

9. Patent expiry and generic

medicine entry.

Research and development phases – duration: 5-15 years

1. Undertake scientific

research to identify

potential new medicines.

2. Preclinical studies in the

laboratory and in animals

to understand if the potential

medicine is safe to introduce

into humans.

3. Phase I trials with small

groups of healthy human

volunteers (small molecules)

or patients (biologics) to

understand how the potential

medicine is absorbed into the

body, distributed and excreted.

4. Phase II trials on small- to

medium-sized groups of

patients to test effectiveness,

safety and tolerability of the

medicine and determine

optimal dose.

5. Phase III trials in a larger

group of patients to gather

information about

effectiveness and safety

of the medicine and evaluate

the overall benefit/risk profile.

6. Seek regulatory approvals

for manufacturing, marketing

and selling the medicine.

Launch phase – duration: 5-15 years

7. Launch new medicine while

continuously monitoring,

recording and analysing

reported side effects.

8. Post-launch R&D to further

understand the benefit/risk

profile of the medicine and

life-cycle management

activities to understand

its full potential.

Inputs

• Applying our

resources to

address unmet

medical need

Outputs

• Improved health

• Returns to

shareholders

Our

Purpose

We create financial value throughout

the life-cycle of a medicine

This is a high-level overview of a medicine’s

life-cycle and is illustrative only.

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Our Purpose, Values and Business Model

$14,575m

$11,861m

$10,345m

2025

2024

2023

14,575m

14,575

Net cash inflow from operating activities

$9.16

$8.21

$7.26

2025

2024

2023

Core EPS

$9.16

$6.60

$4.54

$3.84

2025

2024

2023

Reported EPS

$6.60

Ambition 2030

Our ambition is to be pioneers in science,

lead in our disease areas and transform

patient outcomes. By 2030, we aim to

launch at least 20 new medicines and

achieve $80 billion in Total Revenue

with sustained growth thereafter.

NMEs delivered against our

Ambition 2030 of launching

at least 20 new medicines

Our Key Performance

Indicators and remuneration

We measure our productivity and success

against our Key Performance Indicators (KPIs),

which are aligned to our strategic priorities.

Several KPIs are used to measure Executive

Directors’ remuneration, allowing us to disclose

aggregated targets without disclosing

sensitive commercial information at the

individual KPI level. Variances between the KPI

and values used in determining remuneration

are explained in the Directors’ Remuneration

Report from page 90. Our Ambition Zero

Carbon strategy is reflected in our executive

incentive arrangements.

Our Growth Through Innovation strategy

has three priorities, whose effective delivery

will help us achieve our financial targets.

Our capital allocation priorities include:

investing in the business and pipeline;

maintaining a strong, investment-grade

credit rating; potential value-enhancing

business development opportunities; and

supporting the progressive dividend policy.

Our ambition is to launch at

least 20 new medicines by 2030.

2. Growth and Therapy

Area Leadership

1. Science and

Innovation

3. People and

Sustainability

Achieve Group

Financial Targets

Growth Through Innovation strategy

For more information on:

Our Core measures, see the Financial

Review from page 50.

How Group financial targets are

considered when calculating the annual

bonus, see page 99.

Achieve Group Financial Targets

Key Performance Indicators

Earnings per share (EPS) is an important

profitability metric and a key driver

of shareholder value.

Cash generation is a key driver of long-term

shareholder returns and facilitates

reinvestment in our pipeline, which is critical

for delivering new medicines and future value.

Key

Used for remuneration

of Executive Directors

The target of 20 reflects medicines approved since

October 2022.

Actual growth

2025 +23%

2024 +15%

2023 +5%

Actual growth

2025 +12%

2024 +13%

2023 +9%

CER growth

2025 +11%

2024 +19%

2023 +15%

Actual growth

2025 +45%

2024 +18%

2023 +81%

CER growth

2025 +43%

2024 +29%

2023 +96%

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Our Strategy and Key Performance Indicators

2025

2024

2023

Pipeline progression events

2025

2024

2023

Regulatory events

Total Revenue

2025

2024

2023

$58,739m

$54,073m

$45,811m

$58,739m

84%

86%

Employee belief that AstraZeneca

is a great place to work

2025

2024

2023

-88.1%

-77.5%

-67.6%

2025

2024

2023

Reduction in Scope 1 and 2

GHG emissions since 2015

-88.1

For more information on our

developments in 2025, see:

Research & Development from page 28

of the Business Review.

2025 Group scorecard assessment

on page 99 for performance against

the Group scorecard.

36 against our Group scorecard for determining

annual bonus.

24 against our Group scorecard for determining

annual bonus.

30 against our Group scorecard for determining

annual bonus.

69 against our Group scorecard for determining

annual bonus.

52 against our Group scorecard for determining

annual bonus.

46 against our Group scorecard for determining

annual bonus.

For details of how Total Revenue

is considered when calculating the

annual bonus, see from page 99.

For more information on our

developments in 2025, see:

Therapy Area Review from page 12.

Affordability and pricing on page 41

and Operations on page 33 of the

Business Review.

For more information on our

developments in 2025, see:

People and Sustainability from page 38

of the Business Review.

Key Performance Indicators

Our science measures incentivise the

development of NMEs and the maximisation

of the potential of existing medicines. Pipeline

progression events (Phase II NME starts/

progressions and Pivotal Phase II/Phase III

investment decisions) measure innovation and

sustainability. Regulatory events (regulatory

submissions and approvals) demonstrate the

advancement of this innovation to patients and

the value to the Group.

Key Performance Indicators

Our Total Revenue measure reflects the

importance of incentivising sustainable

growth in both the short and long term.

Key Performance Indicators

Our People KPI is based on our Pulse survey

measure of those employees who believe that

AstraZeneca is a great place to work.

Our Sustainability KPI is our reduction in Scope 1

and 2 greenhouse gas (GHG) emissions

(since

2015 baseline), part of our Ambition Zero

Carbon strategy.

Science and Innovation

Advances in science and technology are

revolutionising the way we work, enabling

us to push the boundaries to deliver new

and better medicines and treatments more

quickly to more patients.

Our strategic focus areas

•

Deliver the next wave

of pipeline innovation

•

Accelerate platform

of therapeutic modalities

•

Transform R&D ways of working

Growth and Therapy Area Leadership

We are working across our therapy areas

to transform care and meet the increasing

demand for healthcare by improving access

to our medicines, expanding treatment

options and enabling patients to take control

of their own health.

Our strategic focus areas

•

Deliver industry-leading growth

in our therapy areas

•

Improve patient outcomes

by transforming care

•

Realise world-class supply chains

People and Sustainability

Recognising the interconnection

between business growth and societal

needs, our sustainability strategy is focused

on action on climate and nature, health

equity and health systems resilience.

We cultivate an inclusive, diverse workplace

where employees thrive and are empowered

to make an impact for people, society

and the planet.

Our strategic focus areas

•

Deliver a great employee experience

•

Lead on climate, equity and resilience

•

Enable an agile organisation

Actual growth

2025 +9%

2024 +18%

2023 +3%

CER growth

2025 +8%

2024 +21%

2023 +6%

Source: November Pulse survey for each year.

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Therapy Area Review

Redeﬁning

cancer care

Oncology

Therapy Area Review

We are leading a revolution

to transform cancer care.

Corporate Governance

Sustainability Statement

Additional Information

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Strategic Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Therapy Area Review

Key marketed products

Product

Disease

Total Revenue

Commentary

Tagrisso

(osimertinib)

Lung cancer

$7,254m,

up 10%

(10% at CER)

World-leading third-generation tyrosine kinase inhibitor (TKI) and backbone therapy for epidermal

growth factor receptor mutated (EGFRm) non-small cell lung cancer (NSCLC

) across multiple stages

with continued demand growth in both the adjuvant and metastatic settings.

Approved in more than 120 countries across multiple indications.

Imfinzi

(durvalumab)

Lung, liver, biliary tract, gastric,

gastroesophageal junction,

bladder and endometrial

cancers

$6,063m,

up 29%

(28% at CER)

A leading immunotherapy approved for 11 different indications across several tumour types including NSCLC,

small cell lung cancer (SCLC), multiple gastrointestinal cancers and endometrial and bladder cancers.

Approved in 98 countries.

Calquence

(acalabrutinib)

Chronic lymphocytic

leukaemia (CLL); mantle cell

lymphoma (MCL); small

lymphocytic lymphoma (SLL)

$3,518m,

up 12%

(12% at CER)

A second-generation, selective inhibitor of Bruton’s tyrosine kinase that is the current standard of care (SoC)

across multiple forms of blood cancer. Approved in 94 countries.

Lynparza

(olaparib)

Ovarian, breast, pancreatic,

prostate and endometrial

cancers

$3,279m,

down 11%

(12% at CER)

Remains the leading PARP inhibitor across five tumour types as measured by total prescription volume,

the SoC in advanced ovarian cancer, and the only PARP inhibitor to improve survival in early breast cancer.

Also approved in combination with abiraterone and prednisone in 1st-line metastatic castration-resistant

prostate cancer (mCRPC) and in combination with

Imfinzi

in advanced or recurrent mismatch repair

proficient endometrial cancer. Approved in 114 countries.

Enhertu

(trastuzumab

deruxtecan)

Breast, lung, gastric and

a tumour-agnostic approval

in metastatic HER2-positive

solid tumours

$2,775m,

up 40%

(40% at CER)

Market leadership in HER2-positive and HER2-low metastatic breast cancer, HER2-positive metastatic

gastric cancer and HER2-mutant metastatic lung cancer, as well as the first HER2-directed therapy

approved for tumour agnostic cancers. Approved in more than 90 countries.

Zoladex

(goserelin

acetate implant)

Prostate and breast cancers

$1,151m,

up 5%

(6% at CER)

Approved in 122 countries for the treatment of prostate cancer and in 108 countries for the treatment

of breast cancer in premenopausal women.

Truqap

(capivasertib)

Breast cancer

$728m,

up 69%

(68% at CER)

Approved in combination with

Faslodex

in more than 85 countries in a biomarker-altered subgroup

of HR-positive, HER2-negative metastatic breast cancer.

Imjudo

(tremelimumab)

Liver and lung cancers

$346m,

up 23%

(23% at CER)

Approved in 74 countries in combination with

Imfinzi

for unresectable hepatocellular carcinoma

and in 63 countries in combination with

Imfinzi

and chemotherapy for metastatic NSCLC.

Datroway

(datopotamab

deruxtecan)

Breast and lung cancers

n/m

$78m

Approved in 38 countries for patients with previously treated metastatic HR-positive, HER2-negative

breast cancer, and in the US for patients with previously treated advanced EGFRm NSCLC.

In 2024, we recognised Collaboration Revenue of $600 million in respect of a

Lynparza

sales-related milestone, of which no similar milestones were recognised in 2025.

In 2025,

Lynparza

Product Sales increased by 7% (CER: 6%). For further details, see page 56.

Jointly developed and commercialised with Daiichi Sankyo.

Total Revenue

$25,619m

up 15% (14% at CER)

2024: $22,353m

2023: $18,447m

2nd

Cancer is the second

leading cause of death

worldwide.

Unmet medical need and world market

2025 overview

•

Commercial delivery and sales

performance driven by ﬁve

multi-blockbuster medicines:

Tagrisso

Imﬁnzi

Calquence

Lynparza

and

Enhertu

•

Broad penetration of our Oncology

medicines with 13 major market

approvals across 10 indications.

•

10 positive Phase III readouts across

multiple tumour types including lung,

breast, bladder and gastric cancers.

Over 30 million

The global burden of cancer is expected

to grow, with over 30 million newly

diagnosed patients estimated by 2040.

Two thirds of those patients are expected

to be in low- and middle-income countries.

Full details are given in the

Development Pipeline and

Patent Expiries of Key Marketed

Products Supplements on our

website, www.astrazeneca.

com/annualreport2025.

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Therapy Area Review | Oncology

Our strategy in Oncology

Our ambition is to eliminate cancer

as a cause of death. We seek to transform

outcomes for people living with cancer

through innovative medicines, powerful

combinations and a world-class,

purpose-driven team.

Our commercial strategy to transform

patient outcomes centres on three

key areas:

•

Medicines that matter: building

transformative brands that raise the

standard of care for patients.

•

Leveraging scale: strengthening

leadership and expertise in key tumour

types (lung, haematology, genitourinary/

gynaecological, breast and

gastrointestinal).

•

Transforming patient care: closing the

care gaps to deliver optimal care for

every patient, improving access and

building more resilient healthcare

systems through partnerships.

Our R&D strategy to transform outcomes

focuses on three key pillars:

1. Attacking cancer from multiple angles

and unlocking the potential of combination

therapies (including tumour drivers and

resistance, DNA damage response,

antibody drug conjugates (ADCs)

and radioconjugates, epigenetics,

immuno-oncology, cell therapies

and immune engagers).

2. Treating cancer earlier and smarter

with early detection and personalised

treatments.

3. Pioneering new technologies to help

us advance science and achieve the

next wave of breakthroughs.

2025 review – strategy in action

Lung cancer

Scientific advances in early detection and

precision medicine are strengthening the

potential to offer meaningful patient outcomes

and long-term survival in lung cancer.

We have a comprehensive portfolio, along

with a promising pipeline of potential new

medicines and combinations across diverse

mechanisms of action. By 2030, we aim to

have an AstraZeneca medicine for more than

half of all patients treated for lung cancer.

•

Tagrisso

is the world-leading third-

generation TKI and backbone therapy

for EGFRm NSCLC across multiple stages.

Across markets we see continued demand

growth for

Tagrisso

in both the adjuvant

and metastatic settings.

•

Final overall survival (OS) results from

the FLAURA2 Phase III trial were presented

at the World Conference on Lung Cancer,

showing that

Tagrisso

plus chemotherapy

demonstrated a median OS of nearly four

years in 1st-line EGFRm NSCLC.

•

Positive results from the Phase III

NeoADAURA trial in patients with

resectable, early-stage EGFRm NSCLC

shared at the American Society of Clinical

Oncology (ASCO) showed

Tagrisso

with

or without chemotherapy demonstrated

a statistically significant and clinically

meaningful improvement in major

pathologic response versus neoadjuvant

chemotherapy alone.

•

Results from the SAVANNAH Phase II

trial showed

Tagrisso

plus

Orpathys

demonstrated a highly clinically meaningful

and durable objective response rate in

EGFRm NSCLC with high levels of MET

overexpression and/or amplification in

those whose disease progressed on

treatment with

Tagrisso

•

Since its first approval, more than 414,000

patients have been treated with

Imfinzi

including 300,000 people with lung cancer.

It is the global SoC in the curative-intent

setting of unresectable, Stage III NSCLC

in patients whose disease has not

progressed after chemoradiation therapy

(CRT) and is the first and only immunotherapy

approved for both limited- and extensive-

stage SCLC.

•

Imfinzi

was approved in the EU, Japan,

China and several other countries for the

perioperative treatment of resectable,

early-stage (IIa-IIIb) NSCLC with no known

EGFRm or ALK rearrangements, based

on the AEGEAN Phase III trial.

•

Additionally,

Imfinzi

was approved in the

EU, Japan and China for patients with

limited-stage SCLC whose disease had

not progressed following platinum-based

concurrent CRT based on the ADRIATIC

Phase III trial results.

•

Datroway

was granted its first approval

in the US in lung cancer for the treatment

of patients with locally advanced or

metastatic EGFRm NSCLC who have

received prior EGFR-directed therapy and

platinum-based chemotherapy based on

results from the TROPION-Lung05 Phase

II trial and supported by data from the

TROPION-Lung01 Phase III trial.

•

The LATIFY Phase III trial of ceralasertib

in combination with

Imfinzi

did not meet

the primary endpoint of OS versus SoC

docetaxel in patients with advanced NSCLC

whose tumours did not have actionable

genomic alterations and whose disease

progressed on or after prior immunotherapy

and platinum-based chemotherapy.

•

Updated results from the first-in-human

ARTEMIDE-01 Phase I trial presented at

the European Society for Medical Oncology

(ESMO) meeting showed encouraging

safety and efficacy for rilvegostomig,

our anti-PD

-1/TIGIT bispecific antibody,

in patients with immunotherapy-naive

metastatic NSCLC.

Breast cancer

We are aiming to redefine clinical practice

and transform outcomes across all subtypes

and stages of breast cancer. Our portfolio

of approved medicines and promising

potential new medicines in development

leverage different mechanisms of action

to address the biologically diverse breast

cancer tumour environment.

•

Enhertu

is the established SoC in

HER2-positive (DESTINY

-Breast03)

and HER2-low (DESTINY

-Breast04)

metastatic breast cancer.

•

Following approvals this year in the US, EU,

Japan and several other countries based

on the DESTINY-Breast06 Phase III trial,

Enhertu

is rapidly replacing chemotherapy

in the post-endocrine setting for patients

with HR-positive, HER2-low or HER2

ultralow metastatic breast cancer.

•

Enhertu

also reported positive data from

three Phase III trials, highlighting its role in

earlier treatment settings, and cementing

its benefit across all stages of HER2-

positive disease. In the DESTINY-Breast09

Phase III trial,

Enhertu

plus pertuzumab

demonstrated a highly statistically

significant and clinically meaningful

improvement in progression-free survival

(PFS) versus taxane, trastuzumab and

pertuzumab (THP) as 1st-line therapy for

patients with HER2-positive metastatic

breast cancer.

Enhertu

is now approved in

the US based upon DESTINY-Breast09.

Positive results from the DESTINY-Breast11

Phase III trial showed

Enhertu

followed by

THP in the neoadjuvant setting showed a

statistically significant and clinically

meaningful improvement in pathologic

complete response in patients with

high-risk HER2-positive early-stage breast

cancer. The DESTINY-Breast05 Phase III

trial in the post-neoadjuvant setting

showed

Enhertu

demonstrated a highly

statistically significant and clinically

meaningful improvement in invasive

disease-free survival versus T

-DM1 in

patients with high-risk early breast cancer.

•

Positive results from the TROPION-

Breast02 Phase III trial showed

Datroway

demonstrated a statistically significant and

clinically meaningful improvement for the

dual primary endpoints of OS and PFS

compared to chemotherapy as 1st-line

treatment for patients with locally recurrent

inoperable or metastatic triple-negative

breast cancer for whom immunotherapy

was not an option. With these results,

Datroway

is the first therapy to significantly

improve OS versus chemotherapy in this

patient population.

•

Datroway

was approved in the US, EU,

China and several other countries for the

treatment of patients with unresectable or

metastatic HR-positive, HER2-negative

breast cancer who have received prior

endocrine-based therapy and chemotherapy.

Approval was based on the results of the

TROPION-Breast01 Phase III trial.

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continued

•

Positive results from the SERENA-6 Phase

III trial showed that camizestrant in

combination with a cyclin-dependent

kinase 4/6 inhibitor (palbociclib, ribociclib

or abemaciclib) demonstrated a highly

statistically significant and clinically

meaningful improvement in PFS in the

1st-line treatment of patients with

HR-positive, HER2-negative advanced

breast cancer whose tumours have an

emergent ESR1 mutation.

•

Truqap

was approved in China in

combination with

Faslodex

as the first

AKT-inhibitor for patients with HR-positive,

HER2-negative locally advanced or

metastatic breast cancer with one or more

biomarker alterations (PIK3CA, AKT1

or PTEN) following disease progression

or recurrence, based on the CAPItello-291

Phase III trial.

Genitourinary/gynaecological cancers

In genitourinary cancers, we aim to transform

treatment paradigms with our portfolio

of approved medicines and a diverse pipeline

of innovative treatments to help more patients.

This includes improving care for people with

muscle-invasive and non-muscle-invasive

bladder cancer with

Imfinzi

and solidifying

Lynparza

plus abiraterone and prednisone

as a SoC in 1st-line mCRPC. In gynaecological

cancers, we will continue to redefine survival

expectations, maximising

Lynparza

’s position

as a SoC in advanced ovarian cancer,

and advancing in combination with

Imfinzi

in endometrial cancer.

•

Imfinzi

was approved in several markets

including the US, EU and Japan for the

treatment of muscle-invasive bladder

cancer (MIBC), based on the NIAGARA

Phase III trial results.

•

Results from the POTOMAC Phase III trial

showed that adding one year of treatment

with

Imfinzi

to Bacillus Calmette-Guérin

(BCG) induction and maintenance therapy

demonstrated a statistically significant

and clinically meaningful improvement

in disease-free survival for patients with

BCG-naïve, high-risk non-muscle-invasive

bladder cancer (NMIBC) compared to

BCG treatment alone. Regulatory reviews

are underway.

•

Full results from the Phase III trial of

Truqap

in combination with abiraterone and ADT

in PTEN-deficient de novo metastatic

hormone-sensitive prostate cancer were

presented at the 2025 ESMO meeting.

•

The CAPItello-280 Phase III trial evaluating

Truqap

in combination with docetaxel

and ADT in patients with mCRPC was

discontinued following an Independent

Data Monitoring Committee review of data

from a prespecified interim analysis, which

concluded that the

Truqap

combination

was unlikely to meet the dual primary

endpoints of radiographic progression-

free survival (rPFS) and OS versus the

comparator arm upon trial completion.

•

Encouraging data from our next wave of

potential new oncology medicines was

presented at the ESMO meeting, including:

–

FONTANA Phase I/IIa first-in-human

trial of AZD5335, a folate receptor

alpha (FRα)-targeting ADC, in patients

with platinum-resistant recurrent

ovarian cancer.

–

PETRANHA Phase I/II trial of saruparib

plus androgen receptor pathway

inhibitors in patients with metastatic

prostate cancer.

Gastrointestinal cancers

We have a broad and robust portfolio and

development programme for the treatment

of gastrointestinal cancers in many stages

and disease types across multiple approved

and potential new medicines.

•

Imfinzi

was approved in the US, and has

been recommended for approval in the

EU, for patients with early-stage gastric

and gastroesophageal junction (GEJ)

cancers based on the MATTERHORN

Phase III trial. Results showed

perioperative treatment with

Imfinzi

combination with SoC FLOT (fluorouracil,

leucovorin, oxaliplatin and docetaxel)

chemotherapy demonstrated a statistically

significant and clinically meaningful

improvement in the primary endpoint of

event-free survival in patients with

early-stage and locally advanced (Stages

II, III, IVA) gastric and GEJ cancers.

•

Positive results from the DESTINY-

Gastric04 Phase III trial demonstrated

statistically significant and clinically

meaningful improvement in OS as a

2nd-line treatment for patients with

HER2-positive metastatic gastric cancer.

•

Data from our promising bispecifics pipeline

was presented at ASCO, including the

GEMINI-Hepatobiliary Phase II trial which

showed rilvegostomig plus chemotherapy

demonstrated promising efficacy with

a manageable safety profile and sustained

target engagement in advanced biliary

tract cancer.

Blood cancers

In haematology, we are unleashing the

potential of

Calquence

, the current SoC

in multiple forms of blood cancer, while

pushing the boundaries of science to

redefine care through ambitious clinical

development, deep clinical insights and

a focus on improving the patient experience.

•

Calquence

plus chemoimmunotherapy

was approved in several markets including

the US, the EU and Japan for the 1st-line

treatment of MCL based on the ECHO

Phase III trial.

•

A fixed-duration regimen of

Calquence

in combination with venetoclax, with

or without obinutuzumab, was approved

in the EU and several markets based

on the AMPLIFY Phase III trial.

•

In China,

Calquence

was approved as a

monotherapy for the treatment of CLL/SLL

based on the ChangE Phase III trial.

•

Early data from our novel CD19xCD3

bispecific T-cell engager, surovatamig,

in follicular lymphoma and diffuse large

B-cell lymphoma showed promising

clinical efficacy and safety.

Early detection is changing lives, but breast cancer

remains the number one cause of female cancer deaths

worldwide, with more than 665,000 deaths each year.

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Our ambition is to transform care for billions

of people living with chronic diseases and

deliver long-lasting immunity. We are working

to intervene earlier to protect vital organs, slow

or reverse disease progression, and achieve

remission for often degenerative, debilitating

and life-threatening conditions, so many more

people can live better, healthier lives.

Transforming

care for

billions

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Our ambition is to enhance care and

to improve outcomes for the millions

of people who are living with the

complexities of cardiovascular, renal

and metabolic diseases; to intervene

early to protect vital organs; and to

reverse, slow or stop disease progression

of these often debilitating, progressive

and life-threatening conditions.

We have a bold ambition to transform

respiratory and immunology care for

patients – moving beyond symptom

control to disease modiﬁcation,

remission and, one day, cure.

Our ambition is to tackle serious viral

and bacterial infectious diseases with

a high burden of disease to address

some of the leading threats to global

public health.

2025 overview

•

Delivered strong ﬁnancial performance

driven by the global rollout of

Wainua

continued growth of

Lokelma

and

sustained demand for

Farxiga

, reaching

about 77 million patients globally. We

saw increased generic competition for

Farxiga

and other established products.

•

Advanced late-stage portfolio, with two

positive Phase III trial results for

baxdrostat in hypertension and the

launch of the laroprovstat Phase III

programme in patients with elevated

low-density lipoprotein cholesterol (LDL-C)

and atherosclerotic cardiovascular

disease (ASCVD) or at risk of a ﬁrst

ASCVD event. Early-stage portfolio

progress includes positive Phase IIb

laroprovstat results in LDL-C.

•

Advanced Phase IIb trials in obesity

(AZD5004 VISTA, AZD6234 APRICUS,

AZD9550+AZD6234 ASCEND) and in T2D

(AZD5004 SOLSTICE, AZD6234 ARAY).

2025 overview

•

Achieved double-digit growth driven

by key launch brands (

Breztri

Fasenra

Tezspire

Saphnelo

Airsupra

Breztri

secured blockbuster status with

Total Revenue of $1.2 billion.

•

Progressed late-stage portfolio with

new life-cycle management indications,

including four major market approvals

and six Phase III programme readouts.

•

Clinical progression for early portfolio,

including four Phase I and II trial

starts, including in systemic lupus

erythematosus (SLE), asthma and chronic

obstructive pulmonary disease (COPD).

•

Received a world and industry-ﬁrst

approval in the UK for

Trixeo

Aerosphere

our triple-combination therapy for

COPD for use with the next-generation

propellant (NGP) with near-zero

Global Warming Potential (GWP).

2025 overview

•

FluMist

Home Administration launched

in the US in August ahead of the

2025-2026 ﬂu season, the ﬁrst and

only seasonal ﬂu vaccine approved for

self-administration for adults aged 18-49

or by caregivers for children aged 2-17.

•

Beyfortus

is now approved in over

60 countries as the ﬁrst respiratory

syncytial virus (RSV) lower respiratory

tract disease preventative option for

a broad infant population.

Cardiovascular, Renal & Metabolism

Respiratory & Immunology

Vaccines & Immune Therapies

Total Revenue

$12,861m

up 3% (2% at CER)

2024: $12,517m

2023: $10,628m

Total Revenue

$8,866m

up 13% (12% at CER)

2024: $7,876m

2023: $6,404m

Total Revenue

$1,268m

down 13% (14% at CER)

2024: $1,462m

2023: $1,357m

Unmet medical need and world market

50%

of deaths worldwide are predicted

to be caused by CVRM-related

diseases by 2040.

1.4 billion

people across the globe are

affected by hypertension.

Unmet medical need and world market

~540 million

people worldwide have chronic

respiratory and immune-mediated

diseases.

$4.3 trillion

is the estimated global burden of

COPD by 2050, a leading cause of

hospital admissions and the world’s

third leading cause of death.¹

Excluding COVID-19.

Unmet medical need and world market

One billion

cases of seasonal influenza annually.

~3.6 million

young children hospitalised each

year due to RSV according to the

World Health Organization.

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Key marketed products

Product

Disease

Total Revenue

Commentary

Cardiovascular, Renal & Metabolism (CVRM)

Farxiga

Forxiga

(dapagliflozin)

Type 2 diabetes (T2D)

Heart failure (HF)

Chronic kidney disease

(CKD)

$8,492m,

up 10%

(9% at CER)

Retained its position as the number one SGLT2 inhibitor worldwide by volume, driven by broad guideline

support and continued uptake across HF and CKD. Approved in 126 countries, with sustained global growth

supported by expanding use across the cardio-renal-metabolic spectrum.

Crestor

(rosuvastatin calcium)

Dyslipidaemia

Hyper-cholesterolaemia

$1,218m,

up 5%

(6% at CER)

Continued to serve as a widely used therapy in lipid management, with demand supported by its broad

global footprint and ongoing need for effective LDL-C lowering. Approved in 91 countries.

Brilinta

Brilique

(ticagrelor)

Acute coronary

syndromes (ACS)

$823m,

down 38%

(38% at CER)

Delivered steady performance in the prevention of atherothrombotic events in adult patients with ACS,

supported by ongoing adoption of guideline-directed therapies. Approved in more than 124 countries.

Continues to play a wider role in secondary prevention of cardiovascular (CV) events.

Lokelma

(sodium zirconium

cyclosilicate)

Hyperkalaemia (HK)

$698m,

up 29%

(28% at CER)

Delivered strong growth driven by consistently robust demand across all regions, underpinned by rising

recognition of HK as a barrier to optimised guideline-directed treatments in CKD and HF. Approved in

67 markets, with increasing patient adoption.

Seloken

Toprol-XL

(metoprolol succinate)

Hypertension

Angina

$608m,

stable

(up 2% at CER)

Maintained its position as a beta-blocker for CV disease management across major markets.

Performance reflects stable use in hypertension and HF. Approved in 61 countries.

Roxadustat

Anaemia of CKD

$276m,

down 18%

(18% at CER)

Continued to support adult patients requiring treatment for CKD-related anaemia. Performance

reflects targeted use in regulated markets.

Wainua

Wainzua

(eplontersen)

Polyneuropathy of

hereditary transthyretin-

mediated amyloidosis

(ATTRv-PN)

$212m,

up 148%

(147% at CER)

Approved for the treatment of adult patients with stage one or two ATTRv-PN in 20 countries,

including in the US.

Respiratory & Immunology (R&I)

Symbicort

(budesonide/

formoterol)

Asthma

COPD

$2,885m,

stable

(stable at CER)

Approved in mild asthma as an anti-inflammatory reliever in 47 countries.

Fasenra

(benralizumab)

Severe eosinophilic

asthma (SEA)

Eosinophilic

granulomatosis with

polyangiitis (EGPA)

$1,981m,

up 17%

(16% at CER)

Approved as an add-on maintenance treatment for SEA in 83 countries. Approved for EGPA in more

than 70 countries.

Breztri

Trixeo

(budesonide/

glycopyrrolate/

formoterol)

COPD

$1,199m,

up 23%

(22% at CER)

Approved in more than 80 countries for the treatment of COPD. Approved for use with the NGP in the UK

and in transition in EU countries based on a positive CHMP opinion.

Tezspire

(tezepelumab)

Severe asthma

$1,131m,

up 65%

(64% at CER)

Approved in more than 70 countries. In 2025,

Tezspire

was approved for chronic rhinosinusitis with

nasal polyps in the US and EU.

Saphnelo

(anifrolumab)

SLE

$686m,

up 45%

(44% at CER)

Approved for the treatment of SLE in more than 70 countries. In 2025,

Saphnelo

was approved

for subcutaneous (self-administration) in the EU.

Pulmicort

(budesonide)

Asthma

COPD

Croup

$518m,

down 24%

(24% at CER)

Approved in more than 115 countries.

Airsupra

(albuterol/budesonide)

Asthma

$166m,

up 150%

(150% at CER)

Approved in asthma for the treatment of symptoms and prevention of exacerbations in the US and six

other countries.

Vaccines & Immune Therapies (V&I)

Beyfortus

(nirsevimab)

RSV

$703m,

down 3%

(3% at CER)

Commercialised in collaboration with Sanofi in all territories except the US where Sanofi has full

commercial control. Approved in more than 60 countries.

Synagis

(palivizumab)

RSV

$292m,

down 35%

(34% at CER)

Available in more than 100 countries outside the US. Sobi holds the US rights.

FluMist

(live attenuated

influenza vaccine)

Influenza

$272m,

up 6%

(3% at CER)

Approved in the US, EU and other countries. Approved for self-administration in the US. Daiichi Sankyo

holds rights to

FluMist

in Japan.

Full details are given in the

Development Pipeline and

Patent Expiries of Key Marketed

Products Supplements on our

website, www.astrazeneca.

com/annualreport2025.

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continued

Our strategy in CVRM

Our ambition is to improve outcomes for

the millions of people who are living with

cardiovascular, renal and metabolic

diseases by enhancing care, intervening

early to protect vital organs and reversing,

slowing or stopping disease progression.

2025 review – strategy in action

Cardiovascular

We are advancing science across CV disease

by targeting the core risk factors that drive

stroke, heart disease and HF.

•

Hypertension: we are focused on

addressing the significant global burden

of hypertension, with around half of those

affected not achieving recommended

blood pressure control.

•

Dyslipidaemia and ASCVD: we continue

to address elevated LDL-C as a central CV

risk factor, with ~70% of patients globally

not at LDL-C goal despite statin therapy.

•

HF and amyloidosis: we aim to prevent

end-stage HF by enabling earlier diagnosis

and treatment of transthyretin-mediated

amyloid cardiomyopathy (ATTR-CM).

ATTR-CM is an underdiagnosed disease,

with an estimated global prevalence

of 300,000-500,000 patients, and

an average mortality of 2-5 years.

Our CV portfolio continues to deliver

important clinical and regulatory milestones.

•

Baxdrostat, an aldosterone synthase

inhibitor, delivered positive Phase III results

in treatment-resistant and uncontrolled

hypertension, with robust blood pressure

reductions in both the BaxHTN and Bax24

trials. Findings were presented at the

European Society of Cardiology and

American Heart Association Scientific

Sessions. Baxdrostat, alone and in

combination, is being studied in seven

trials and four indications, reflecting our

confidence in its potential in hypertension,

primary aldosteronism, CKD and

hypertension, and prevention of HF.

•

In March 2025, together with Ionis,

we received EU approval for

Wainzua

for

the treatment of hereditary transthyretin-

mediated amyloidosis (ATTRv) in adult

patients with stage one or two

polyneuropathy. This follows the US

FDA approval in 2023 and Fast Track

designation in ATTR-CM in 2024.

•

Balcinrenone, a novel non-steroidal

mineralocorticoid receptor antagonist

(MRA), is being evaluated in combination

with dapagliflozin to address the unmet

medical need in patients with chronic HF

and impaired kidney function. The Phase

III BalanceD-HF trial is underway and aims

to deliver the cardiorenal benefits of MRAs

while potentially reducing the risk of HK.

•

In dyslipidaemia, laroprovstat (formerly

AZD0780) achieved positive Phase IIb

results in the PURSUIT trial, demonstrating

robust LDL-C lowering with no food

or fasting requirements and supporting

its potential as an oral adjunct to existing

lipid-lowering therapies. Findings were

presented at the American College of

Cardiology Scientific Session & Expo,

with simultaneous publication in the Journal

of the American College of Cardiology.

Laroprovstat is being investigated in a

Phase III clinical programme focused on

LDL-C lowering in high

-risk patient

populations (AZURE-LDL, AZURE-HeFH,

and AZURE-Outcomes).

•

AZD5462, currently in Phase IIb, is the first

and only small molecule in clinical trials

mimicking the biology of the natural

pregnancy hormone relaxin to improve

cardiac function in patients with chronic HF.

Renal

We are driving renal disease innovation

by addressing early dysfunction, high-risk

markers and overlapping factors that

accelerate progression.

•

CKD: we focus on preventing or slowing

kidney failure across the disease

spectrum, which affects millions globally

(30 million HF, >50 million high proteinuria,

600 million hypertension).

Our renal portfolio continues to deliver

important clinical and regulatory milestones.

•

Zibotentan/dapagliflozin is being evaluated

in patients with CKD and proteinuria in the

ongoing Phase III ZENITH-CKD clinical trial.

•

Baxdrostat delivered positive Phase II

results in the FigHTN trial for patients with

CKD and hypertension. Findings were

presented at the American Heart Association

Hypertension Scientific Session, with

simultaneous publication in the Journal

of the American Society of Nephrology.

Baxdrostat is being studied in combination

with dapagliflozin in patients with CKD

(BaxDuo-Arctic, BaxDuo-Pacific).

•

Balcinrenone/dapagliflozin delivered

positive Phase IIb results in the MIRO-CKD

trial for patients with CKD at a high risk

of disease progression. Findings were

shared in a late-breaking presentation

at the American Society of Nephrology’s

Kidney Week and simultaneously

published in The Lancet.

•

AZD2373, developed in collaboration with

Ionis, has the potential to be the first

precision medicine in our renal pipeline

for treatment of APOL1-mediated kidney

disease. Phase I data has demonstrated

safety, tolerability and proof of mechanism

in healthy participants.

Metabolism

We are expanding our work across metabolic

disease by targeting the drivers of adiposity,

insulin resistance and inflammation that

heighten cardiometabolic risk.

•

Obesity, weight management and diabetes:

we aim to reduce or reverse weight-

related comorbidities and advance organ

protection for the 2.5 billion people living

with obesity or overweight, most of whom

have at least one co-morbidity.

Our metabolism portfolio continues to deliver

important clinical and regulatory milestones.

•

We have advanced the Phase IIb trials

in obesity (AZD5004 VISTA, AZD6234

APRICUS, AZD9550+AZD6234 ASCEND)

as well as in T2D (AZD5004 SOLSTICE,

AZD6234 ARAY).

•

We are progressing an innovative pipeline

in metabolic dysfunction-associated

steatohepatitis and advanced liver disease

to target the main disease drivers. This

includes AZD2389 (small molecule FAP

inhibitor) targeting advanced liver fibrosis

currently in Phase II studies.

•

We acquired SixPeaks Bio, strengthening

our existing obesity and weight management

pipeline with the lead asset, a next-

generation monoclonal antibody (mAb)

that targets Activin Receptor Type 2A/B,

with the potential to combine and

conjugate with peptides targeting

complementary mechanisms.

Cardiovascular, Renal & Metabolism

Nearly 64 million people worldwide live

with heart failure. Advancing early detection,

diagnosis and effective management can

improve patient outcomes.

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Our strategy in R&I

We are committed to transforming care

for some of the most debilitating and

complex respiratory and immune-

mediated diseases. Our portfolio of

inhaled and biologic medicines, and our

pipeline for the future, seek to address

the challenges and vast unmet medical

needs patients face today.

We are leading the way in reducing the

environmental burden of care by driving

improvements in patient outcomes as

well as transitioning to pressurised

metered-dose inhaled (pMDI) respiratory

medicines with a propellant that has

near-zero GWP.

2025 review – strategy in action

COPD

We are working to eliminate COPD as

a leading cause of death, transforming

care through our broad portfolio by driving

timely diagnosis, optimising therapeutic

intervention and reducing mortality by

addressing cardiopulmonary risk. We are

advancing innovative medicines with

different mechanisms of action, including

next-generation biologics and novel orals

to reduce exacerbations and elevate the

standard of care across the disease

severity spectrum.

•

Breztri

remains the fastest-growing triple

inhaled therapy within the fixed-dose

combination triple class

across major

markets.

Breztri

has demonstrated a

reduction in mortality that has been

recognised in the 2026 Report published

by the Global Initiative for Lung Disease

(GOLD). We are advancing evidence

Breztri

’s ability to reduce the risk of

exacerbations and all-cause mortality

versus dual-therapy. The ORATOS clinical

trial to study the effect of

Breztri

on heart

and lung function enrolled its first patient

subject in 2025. In 2025, we received a

world and industry-first approval in the

UK for

Trixeo

Aerosphere

(marketed as

Breztri

in the rest of the world), our

triple-combination therapy for COPD for

use with the NGP with near-zero GWP.

This was followed by a positive opinion

from the Committee for Medicinal

Products for Human Use (CHMP) of the

European Medicines Agency, endorsing it

for use in the EU. Regulatory applications

are also currently under review in the US,

China and additional countries.

•

We have a robust late-stage biologics

programme in COPD, including

tozorakimab (Phase III LUNA programme),

which has a unique dual mechanism of

action targeting IL-33, with high

-level

results expected in 2026. Plus, indication

expansion opportunities with

Tezspire

(Phase III JOURNEY and EMBARK trials

started in 2025). In 2025,

Fasenra

’s

Phase III RESOLUTE trial for COPD

demonstrated numerical improvements,

but did not meet the primary endpoint

of reducing COPD exacerbations.

•

Our innovative early pipeline in COPD is

aimed at reaching patients who may not

have access to biologics but no longer

respond to inhaled therapy. AZD6793

is an oral small molecule IRAK4 inhibitor

targeting key COPD disease drivers

triggered by bacterial and viral infections,

smoke and other environmental factors.

Data from the AZD6793 Phase I clinical

trial were presented at the 2025 annual

European Respiratory Society Congress.

The Phase IIb PRESTO clinical trial is

underway.

Asthma

We strive to eliminate asthma attacks and

achieve clinical remission by reinforcing

our inhaled portfolio as the backbone of

care, driving towards clinical remission

with systemic biologics and introducing

novel oral and inhaled medicines to

address patients who are not controlled

on SoC inhaled therapy.

•

Symbicort

maintained its position as the

leading inhaled corticosteroid (ICS)/

long-acting beta2-agonist (LABA) globally

by volume and value. Performance has

been driven by strong growth in Emerging

Markets, and resilient performance in the

US offset by generic erosion in the EU

and Japan.

•

Airsupra

has had strong uptake in the

US as the first and only FDA-approved

anti-inflammatory rescue therapy that

treats symptoms and prevents

exacerbations. In 2025, the US FDA

updated the

Airsupra

label to include

results from the BATURA Phase III

clinical trial for patients with intermittent,

mild or persistent asthma.

•

In 2025, we reported results on the

Breztri

Phase III KALOS and LOGOS

trials in patients with uncontrolled asthma.

The results showed clinically meaningful

and statistically significant improvement

in lung function compared with dual-

combination inhaled (ICS/LABA)

medicines.

•

Tezspire

continues to gain market share,

achieve labels for a broad population

of severe asthma patients, and secure

reimbursement globally.

•

In 2025, China regulatory authorities

approved the paediatric indication for

Fasenra

30mg for SEA, in patients as

young as six years old. In 2025, we

announced the positive high-level

results from the

Fasenra

NATRON

Phase III clinical trial for patients with

hypereosinophilic syndrome, a rare

disease characterised by elevated

eosinophils in the blood and fatigue,

rash and organ failure.

•

Our early pipeline is exploring innovative

compounds including new modalities,

aimed at targeting key disease

mechanisms. AZD8630, an inhaled

fragment antibody (inhaled biologic) in

Phase II in co-development with Amgen

Inc., targets thymic stromal lymphopoietin

and tozorakimab is in Phase IIb for

uncontrolled asthma.

Respiratory & Immunology

Global triple therapy market definition:

Breztri

, Enerzair,

Trelegy, Trimbow.

Some 391 million people are now living with COPD globally and

up to 80% are undiagnosed. Early screening, diagnosis and

optimal treatment can slow its progression and improve lives.

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continued

Other Respiratory

We are moving beyond asthma and COPD

to address other respiratory diseases with

significant unmet medical need, including

severe viral lower respiratory tract disease

(svLRTD), non-cystic fibrosis bronchiectasis,

interstitial lung disease and idiopathic

pulmonary fibrosis.

•

The TILIA Phase III trial of

tozorakimab in svLRTD is ongoing.

•

We also announced

Tezspire

was

approved for the treatment of chronic

rhinosinusitis with nasal polyps in

the US and EU.

•

In our early portfolio, we continue

exploring new mechanisms to address

unmet medical needs in interstitial lung

disease and idiopathic pulmonary fibrosis.

Immunology

We aim to become a leader in immunology,

redefining treatment paradigms in areas of

high unmet medical need, moving to clinical

remission and eventually cure.

•

Saphnelo

continues its rapid growth in

SLE. In 2025, we announced the positive

high-level results from the Phase III

TULIP-SC clinical trial studying

subcutaneous administration of

Saphnelo

in SLE, which demonstrated clinically

meaningful and statistically significant

reduction in disease activity.

Saphnelo

subcutaneous administration was

subsequently approved in the EU for adult

patients with SLE who are receiving

standard therapy and it is under regulatory

review in several other countries around

the world, including the US and Japan.

•

In 2025, the US FDA issued a Complete

Response Letter (CRL) regarding the

Biologics License Application (BLA) for

Saphnelo

for subcutaneous administration

in SLE. We have provided the information

requested by the FDA and anticipate a

decision in the first half of 2026.

•

Saphnelo

’s Phase III AZALEA study for

SLE patients in China also reported

positive results in 2025. Additionally,

updated treatment guidelines from the

American College of Rheumatology in

2025 recognised remission and oral

corticosteroid sparing as key treatment

goals in SLE.

•

Ongoing Phase III trials exploring the

potential of

Saphnelo

in relevant

rheumatologic diseases include IRIS

(lupus nephritis), LAVENDER (cutaneous

lupus erythematosus), JASMINE (myositis)

and DAISY (systemic sclerosis).

Our early pipeline in lupus and related

diseases includes novel and next-generation

therapies with the potential for

transformational efficacy:

•

Two T-cell engager complex biologics

progressed into Phase I: AZD5492 (CD20/

CD8) in SLE as well as other autoimmune

indications, and surovatamig (CD19/CD3)

in SLE as well as rheumatoid arthritis (RA).

We’re expanding our presence in rheumatology

in other areas of high unmet medical need:

•

Fasenra

is now approved for the treatment

of EGPA, a disease characterised by

inflammation of the blood vessels that

causes organ damage, including the

lungs and gastrointestinal tract, in more

than 70 countries including the US, EU

and Japan, based on positive results

from the MANDARA Phase III trial.

•

AZD1163, a PAD2/4 inhibitor moved into

Phase IIb in RA in patients who are partial

and inadequate responders to other

medicines (TNFs). Positive Phase I results

were presented at the American College

of Rheumatology annual meeting in 2025,

supporting that PAD2/4 enzymes drive

the autoimmune response leading to

inflammation and tissue damage in RA.

In gastroenterology, compounds in

clinical development include:

•

Tezspire

is being investigated in

eosinophilic esophagitis, a chronic

inflammatory disease of the

gastrointestinal tract, with the Phase III

high-level results anticipated in 2026

(CROSSING trial).

•

A Phase II trial is ongoing exploring

AZD7798, a mAb that targets CCR9

positive cells for depletion in small

bowel Crohn’s disease.

Vaccines & Immune Therapies

Our strategy in V&I

Through next-generation vaccines and

long-acting antibodies, we aim to prevent

viral respiratory diseases as a key cause

of morbidity, hospitalisation and death

and deliver new solutions in the ﬁght

against serious bacterial and chronic

viral infections.

We are advancing platforms such as

virus-like particle vaccine technology,

bioconjugate vaccines, half-life extended

antibodies and new antibody formats

such as bispeciﬁcs to accelerate

development and deliver tailored immune

protection against previously hard-to-

target or rapidly evolving pathogens.

2025 review – strategy in action

•

In August 2025, we launched

FluMist

Home Administration in the US, the first

seasonal flu vaccine approved for

self- or caregiver administration at home.

FluMist

received approvals in 10 additional

countries in 2025, including in the

Southern Hemisphere enabling first

launches in the region in 2026.

•

mAbs targeting Clostridium difficile,

Pseudomonas aeruginosa, and

Staphylococcus aureus bacterial

pathogens advanced into Phase II trials

and a pandemic influenza mRNA vaccine

candidate entered Phase I/II development.

For more information on Site

F-gas management, including

pMDI inhalers, Scope 1 and 2

decarbonisation levers, Scope

3 decarbonisation levers

and Transition risk and

opportunities, see Climate

change from page 42 of the

Business Review.

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Pioneering new

possibilities

Rare Disease

We continue to advance a diversiﬁed pipeline across

disease areas with signiﬁcant unmet medical need,

where scientiﬁc progress has been absent or limited,

advancing ﬁrst- and/or best-in-class medicines

and new modalities, while expanding our global

geographic footprint for the rare disease community.

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Total Revenue

$9,126m

up 4% (4% at CER)

2024: $8,768m

2023: $7,764m

400 million

people around the

world are living with

a rare disease.

Unmet medical need and world market

<10%

of rare diseases

have approved

treatment options.

2025 overview

•

Delivering robust and sustainable

growth since acquisition of Alexion.

•

Performance driven by durable

growth across indications as well

as market expansion.

•

Advancing next wave of innovative

therapies with a focus on ﬁrst- and/or

best-in-class medicines and new

modalities with curative potential.

•

A continued focus on launching in

new countries globally and addressing

underserved rare populations.

•

Working with health systems,

governments and advocates to

improve health equity for people

living with rare diseases.

Key marketed products

Product

Disease

Total Revenue

Commentary

Ultomiris

(ravulizumab)

Paroxysmal nocturnal

haemoglobinuria (PNH)

Atypical haemolytic uremic

syndrome (aHUS)

Generalised myasthenia

gravis (gMG)

Neuromyelitis optica

spectrum disorder (NMOSD)

$4,718m,

up 20%

(19% at CER)

Approved in 73 countries for the treatment of certain adult and paediatric patients with PNH and

patients with aHUS, including the US, EU, Japan and China.

Approved in 73 countries for the treatment of adult patients with gMG who are anti-acetylcholine

receptor (AChR) antibody-positive (Ab+

), including the US, EU, Japan and China.

Approved in 73 countries for the treatment of adult patients with NMOSD who are anti-aquaporin-4

(AQP4) antibody-positive (Ab+

), including the US, EU, Japan and China.

Soliris

(eculizumab)

PNH

aHUS

gMG

NMOSD

$1,837m,

down 29%

(28% at CER)

Approved in 60 countries for the treatment of patients with PNH and patients with aHUS, including the US,

EU, Japan and China.

Approved in 51 countries for the treatment of patients with gMG who are AChR-Ab+ including the US, EU,

Japan and China.

Approved in 53 countries for the treatment of adult patients with NMOSD who are AQP4-Ab+, including

the US, EU, Japan and China.

Strensiq

(asfotase alfa)

Hypophosphatasia

(HPP)

$1,678m,

up 19%

(18% at CER)

Approved in 64 countries for the treatment of certain patients with HPP, including the US, EU and Japan.

Koselugo

(selumetinib)

Neurofibromatosis type 1 (NF1)

Plexiform neurofibromas (PN)

$662m,

up 5%

(3% at CER)

Approved in 76 countries for the treatment of certain paediatric patients with NF1 PN, including the US, EU,

Japan and China, and in 41 countries for the treatment of certain adult patients with NF1 PN, including the

US, EU and Japan.

Ultomiris

Total Revenue includes revenue of

Voydeya

which commenced in 2024.

Full details are given in the

Development Pipeline and

Patent Expiries of Key Marketed

Products Supplements on our

website, www.astrazeneca.

com/annualreport2025.

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are positioned to address the most

prevalent types of cardiac amyloidosis.

Amyloid light-chain (AL) amyloidosis

AL amyloidosis occurs when defective

plasma cells in bone marrow produce

abnormal proteins which aggregate to

form amyloid fibril deposits. Amyloid

fibril accumulation in tissues or organs,

particularly in the heart and kidneys, may

cause systemic and progressive damage

and high mortality rates caused most

often from cardiac failure.

Anselamimab is an investigational,

potentially first-in-class anti-fibril mAb

designed to improve organ function by

reducing or eliminating amyloid deposits in

the tissues and organs of patients living with

AL amyloidosis. While high-level results from

the CARES Phase III clinical programme did

not achieve statistical significance for the

primary endpoint in patients with Mayo

stages IIIa and IIIb AL amyloidosis, compared

to placebo, anselamimab showed highly

clinically meaningful improvement in time

to all-cause mortality and frequency of CV

hospitalisation in a prespecified subgroup

of patients with AL-kappa amyloidosis,

compared to placebo.

Transthyretin amyloidosis (ATTR)

ATTR-CM is a systemic, progressive,

debilitating condition that can lead to HF.

Median survival in patients with advanced

cardiomyopathy is between one to two

years from diagnosis. There are frequent

misdiagnoses and ATTR-CM can often go

undetected for many years.

Cliramitug (ALXN2220) is an investigational

mAb designed to selectively bind to and

remove ATTR amyloid fibrils, with the

potential to transform the course of disease

by depleting ATTR build-up. A Phase III trial

is underway and fully enrolled evaluating

cliramitug as an add-on treatment to SoC

in patients with ATTR-CM.

We hold an exclusive licence from BridgeBio

to develop and commercialise

Beyonttra

(acoramidis), a next-generation, orally-

administered, highly-potent, small-molecule

stabiliser of TTR, in Japan. In March 2025,

Beyonttra

was approved in Japan for the

treatment of adults with ATTR-CM.

Rare bone, metabolic and endocrine

disorders

Hypophosphatasia

HPP is a rare, inherited and progressive

metabolic disease characterised by defective

mineralisation (the process that hardens and

strengthens bones and teeth), impaired

calcium and phosphate regulation, and

non-skeletal manifestations such as muscle

weakness, generalised fatigue and pain.

HPP is caused by deficient activity of an

enzyme known as alkaline phosphatase (ALP).

Our strategy in Rare Disease

We are pioneering new possibilities

for the rare disease community to help

improve outcomes for more people

impacted by rare disease around the

globe through:

•

Continued leadership in complement

inhibition.

•

Diversifying our pipeline across disease

areas with significant unmet medical need,

using an array of innovative modalities.

•

Advancing an industry-leading suite of

next-generation potential therapies,

including biologics, genomic medicines,

small molecules, and cell therapies.

•

Bringing transformative treatments to

more rare disease patients in more

countries around the globe.

•

Raising awareness of rare diseases,

while shaping policies and ecosystems

needed to advance access to innovation.

2025 review – strategy in action

Pioneering leadership in complement

In 2025, we saw growth in our C5 franchise,

driven particularly by

Ultomiris

and demand

across indications, including competitive

gMG and PNH markets. Additionally, we

continue to see successful conversion

from

Soliris

Ultomiris

across indications.

Rare neurology

Data presented at scientific congresses

throughout the year, including at the annual

meetings of the American Academy of

Neurology, the European Academy of

Neurology, and the European Committee for

Treatment and Research in Multiple Sclerosis

(ECTRIMS) reinforce the long-term safety

and efficacy profiles of

Ultomiris

and

Soliris

and demonstrates how these medicines can

transform outcomes for rare neurological

diseases, including gMG and NMOSD.

Generalised myasthenia gravis

gMG is a rare autoimmune disorder

characterised by loss of muscle function

and severe muscle weakness. We advanced

our pioneering leadership in complement

inhibition with positive high-level results

from the PREVAIL Phase III clinical trial of

gefurulimab in adults with AChR-Ab+ gMG.

Gefurulimab, an investigational complement

C5 inhibitor, is a novel dual-binding

nanobody optimised for subcutaneous

self-administration.

Data presented from the PREVAIL Phase III

clinical trial at the Myasthenia Gravis

Foundation of America Scientific Session

during the American Association of

Neuromuscular & Electrodiagnostic

Medicine Annual Meeting in San Francisco,

California showed that gefurulimab met its

primary endpoint, demonstrating a

statistically significant and clinically

meaningful improvement in Myasthenia

Gravis Activities of Daily Living at week 26

with clinically meaningful improvement seen

as early as week one in adults with AChR-

Ab+ gMG. PREVAIL also met all secondary

endpoints, including change from baseline

in Quantitative Myasthenia Gravis total

score at week four and week 26.

Neuromyelitis optica spectrum disorder

NMOSD is a rare and debilitating

autoimmune disease characterised by

unpredictable relapses that can lead to

permanent disability. Data presented at

ECTRIMS demonstrated zero adjudicated

on-trial relapses in adults with AQP4

-Ab+

NMOSD treated with

Ultomiris

through the

median follow-up of 170.3 weeks in the

CHAMPION-NMOSD Phase III trial.

Rare haematology, nephrology

and transplant

Rare nephrology

Phase III trials of

Ultomiris

in immunoglobulin

A (IgA) nephropathy, cardiac surgery-

associated acute kidney injury, and delayed

graft function are also ongoing.

IgAN is a rare CKD that begins when the

body develops abnormal IgA proteins that

result in the build-up of immune complexes

in the kidneys, causing damage. This can

impact the ability of the kidneys to function

properly, resulting in CKD that can progress

to end-stage kidney disease. Approximately

25-30% of people with IgAN will progress to

end-stage kidney disease, or kidney failure.

Haematopoietic stem cell transplant-

associated thrombotic microangiopathy

(HSCT-TMA)

Ultomiris

is also being investigated in

disease areas in which the complement

pathway is thought to play a role. We

conducted the largest global Phase III

programme across a broad population

of patients with HSCT-TMA, a severe

and potentially life-threatening complication

that can occur following HSCT. Initial results

from the Phase III open-label trial of

Ultomiris

in paediatric patients with TMA after HSCT

demonstrated clinically meaningful OS at

26 weeks. Our Phase III trial evaluating

Ultomiris

in adults and adolescents with

HSCT-TMA is ongoing.

Diversified pipeline across diseases

with significant unmet medical need

We advanced a diverse pipeline across

additional disease areas with significant

unmet medical need.

Amyloidosis and rare cardiology

Amyloidosis is a group of complex rare

diseases caused by abnormal proteins that

misfold and clump together to form amyloid

that deposits in tissues or organs, including

the heart, which can result in significant

organ damage and organ failure. Across the

enterprise, we are advancing a fast-growing,

industry-leading pipeline across a broad

range of modalities, and in Rare Disease

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continued

Efzimfotase alfa is an investigational enzyme

replacement therapy designed to replace

the deficient ALP enzyme activity as a

self-administered, subcutaneous treatment

optimised for dosing every two weeks to

help address the current treatment burden

and reach more patients living with HPP.

Results from three Phase III studies

HICKORY, CHESTNUT and MULBERRY, are

expected in the first half of 2026. Together

these trials cover patients across paediatric,

adolescent and adult HPP populations.

Hypoparathyroidism (HypoPT)

HypoPT is a rare endocrine disease caused

by a deficiency of parathyroid hormone (PTH)

and characterised by impaired regulation of

calcium and phosphate levels in the blood.

Eneboparatide, an investigational PTH

receptor 1 agonist, met the primary endpoint

of normalising serum calcium in adults with

HypoPT at 24 weeks in the CALYPSO Phase III

trial. Analysis of the 52-week results from

the CALYPSO trial, to further characterise

eneboparatide, are ongoing. We will

continue monitoring these patients in the

open-label extension.

Rare tumours

Neurofibromatosis type 1 plexiform

neurofibromas

NF1 is a rare, progressive and genetic

condition usually diagnosed in early

childhood, but often progressing into

adulthood, that can impact every organ

system. Up to 50% of people living with NF1

may develop non-malignant tumours called

PN that may affect the brain, spinal cord and

nerves. PN may appear later in a person’s life

and can grow and become large, leading to

pain, disfigurement and muscle weakness,

among other debilitating symptoms.

Koselugo

(selumetinib) is a kinase inhibitor

that blocks specific enzymes that are

overactive in people with NF1, causing

tumour cells to grow. By blocking these

enzymes,

Koselugo

slows down the growth

of tumour cells and, therefore, the PN growth.

In 2025, we expanded the reach of

Koselugo

beyond certain paediatric patients with NF1

PN with its approval in Japan, the EU, the US

and other countries for the treatment of adult

patients with NF1 who have symptomatic,

inoperable PN based on data from the

KOMET Phase III trial, the largest and only

placebo-controlled global Phase III trial in

this patient population. In addition, a granular

formulation of

Koselugo

was approved in

Japan, the EU, the US and other countries,

providing an option for young patients who

may have difficulty swallowing a capsule.

Additional regulatory reviews are ongoing.

Rare cancers

Rare cancers account for approximately

a quarter of cancer deaths and have a lower

five-year survival rate than most common

cancers, representing a significant unmet

medical need. We are partnering with

colleagues across AstraZeneca to follow

the science and identify opportunities

where we intend to leverage our expertise

and infrastructure to deliver transformative

outcomes for patients.

Next wave innovation

We are partnering across therapy areas to

advance an industry-leading suite of

genomic medicines, cell therapies, small

molecules, and next-generation biologics,

with the objective to match innovative

modalities to meet specific needs of patients

with rare disease.

We initiated a Phase I/II clinical trial to

evaluate ALXN2350, a potentially first-in-

class gene therapy, in adults with BAG3-

associated DCM (Bcl-2-associated

athanogene 3- dilated cardiomyopathy),

a rare cardiomyopathy.

In addition, the Phase Ib/II study of AZD0120,

a CAR-T cell therapy targeting CD19 and

BCMA, was initiated in patients with relapsed

or refractory AL amyloidosis, expanding the

reach of this asset into rare disease.

We continue to build a diversified pipeline

by targeting new pathways and leveraging

an array of innovative modalities. We are

pioneering the next wave of innovation in

complement inhibition in early-stage clinical

trials, including ALXN1920, a kidney-

targeted factor H fusion protein in primary

membranous nephropathy, and ALXN2030,

a siRNA targeting the complement C3

protein, in antibody mediated rejection, both

in Phase II clinical trials. In addition, we

initiated Phase II clinical trials evaluating

tarperprumig, a complement factor P

(properdin) inhibitor, in anti-neutrophil

cytoplasmic antibody-associated vasculitis

and ALXN2420, a growth hormone receptor

antagonist in acromegaly, respectively.

In addition, we are collaborating to advance

AI medical devices for early, accurate

detection of rare diseases, including early

detection of HPP in adults through an AI

clinical decision support system, and

FDA-cleared for cardiac amyloidosis

detection during routine echocardiography

assessment.

A commitment to health equity

in rare disease

Being born with a rare disease is inherently

inequitable. Further, the economic impact

of rare diseases includes not only costs

incurred by patients and healthcare systems

but also the reduced earnings, productivity,

or career opportunities of people living with

a rare disease and their caregivers. We are

committed to action to overcome societal

and policy barriers and to advance health

equity for people living with rare diseases.

Together with health systems, governments

and advocates, we are shaping the policy

and care landscape the rare disease

community needs.

It can take more than five years for a rare disease patient to get the right diagnosis.

Advances in newborn genomic sequencing and AI diagnostics are accelerating rare

disease diagnosis and improving health equity.

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Delivering our strategic priorities

sustainably, supporting scientiﬁc

innovation and promoting

commercial excellence.

Our business is organised to deliver our Growth Through

Innovation strategy. The success of our functions is built

on recruiting, retaining and developing talented people.

We are focused on science and innovation,

from discovery through to development

and life-cycle management, and on

transforming care and outcomes for

patients. We have three therapy area-

focused R&D organisations – Oncology,

BioPharmaceuticals, and Rare Disease.

We are focused on launching medicines

that deliver sustainable growth and

realising the potential of our pipeline.

Our Commercial regions align product

strategy and commercial delivery while

our Operations function manufactures

and delivers our medicines.

We are committed to our people,

ensuring that AstraZeneca remains a

great place to work. We promote health

equity and resilient healthcare, and play

an active role in addressing the climate

crisis. We operate in a responsible and

sustainable way to build a healthy future

for people, society and the planet.

Key topics covered

Summary and performance indicators

Research & Development

Sustainable innovation

Development pipeline overview

Patient safety and product quality

Key topics covered

Summary and performance indicators

Our regions

Operations

Business conduct

Digital technologies

Cybersecurity and data privacy

Business development

Key topics covered

Summary and performance indicators

People

Sustainability

Accessible and affordable healthcare

Climate change

Nature

Our key topics covered include

material sustainability topics,

which have been identified

through our double materiality

assessment, see page 40 for

more information.

Science and

Innovation

People and

Sustainability

Growth and Therapy

Area Leadership

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Global reach and presence

96,100

employees

(2024: 94,300)

countries of origin

represented in

executive levels

(2024: 44)

Strategic R&D centres

We have six strategic R&D

centres including a growing

presence in China with the

opening of our Beijing R&D

centre in 2025, advancing our

eﬀort to deliver life-changing

medicines globally.

Operations

Manufacturing supports

business growth and pipeline

development, maintaining

excellence in product launch,

quality and supply.

People

We have a global commitment

to inclusion and diversity.

16,100

R&D employees

across our global sites

(2024: 15,200)

Global hubs

Our network of 10 global

hubs is focused on translating

our cutting-edge science into

real-world impact.

47,400

Commercial employees

(2024: 47,200)

217

successful on-time

market launches

(2024: 202)

16,900

employees across our

manufacturing sites

(2024: 16,300)

Employees by reporting region

Three under construction.

Categorisation of employees has been updated to align with our financial reporting

regions, as defined on page 32. Due to rounding, the sum of subtotals and percentages

may not agree to totals.

Key

6 Strategic

R&D centres

10 Global hubs

31 Operations sites

in 15 countries

Cambridge

Boston

Beijing

Gothenburg

Gaithersburg

Shanghai

17,900 (19%)

7,400 (8%)

Established

Rest of World

34,000 (35%)

Europe

36,800 (38%)

Emerging Markets

AstraZeneca

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Strategic Report

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NME Phase II starts/progressions

2025

2024

2023

NME and major LCM pivotal

Phase II/III investment decisions

2025

2024

2023

NME and major LCM submissions

2025

2024

2023

NME and major LCM approvals

2025

2024

2023

Science and Innovation

Performance indicators

Our performance indicators include the

measurement of Phase II and III pipeline

progressions, which are critical for ensuring

both near- and long-term delivery. The

initiation of Phase II NMEs is essential for

maintaining the robustness and stability

of our pipeline. Meanwhile, investments in

Phase III are focused on delivering near-term

value. Additionally, our submission and

approval metrics serve as indicators of our

advancement in four major markets: the US,

EU, China and Japan.

Research & Development

In 2025, we continued to progress

our science and pipeline, committed

to early diagnosis and treatment,

improving our understanding

of disease biology and advancing

our scientiﬁc modalities across

disease areas.

Summary and

performance indicators

We are using our scientiﬁc

capabilities and focusing

on transformative science to

accelerate the delivery of high-

quality, life-changing medicines.

Our performance in 2025

•

Invested $14.2 billion in our R&D.

•

One NME first approval, taking us

to nine NMEs delivered against our

Ambition 2030.

•

97 regulatory events and 38 pipeline

progressions.

•

197 pipeline projects, of which 176 are

in the clinical phase of development.

•

Published 718 manuscripts with

135 in ‘high-impact’ journals.

•

Since 2019, the number of R&D

employees in China has grown

significantly from over 300 to

more than 1,200.

Enhancing our understanding

of disease biology

Advancing our understanding of disease

biology is helping uncover novel drivers for

the diseases we aim to prevent, treat and

even cure. Selecting the right target remains

the most important decision in drug discovery.

2025 developments:

•

Achieved 40% representation of individuals

with non-European genetic ancestries

in our human genomic datasets, driving

several high-impact publications that

demonstrate the importance of diversity

in genetic research.

•

Delivered industry-leading genomic

insights while remaining sustainable,

redesigning algorithms that cut CO

emissions and compute time by 99.8%

compared to global standards.

•

Launched partnership with Illumina and

industry partners to generate a 1-billion

cell atlas, accelerating novel target

discovery and expanding AI training

data 1,000-fold through improved

disease understanding.

•

Established landmark 10-year partnership

with the University of Gothenburg, Knut

and Alice Wallenberg Foundation, and

Region Västra Götaland to tackle obesity

and metabolic diseases including a

new Gothenburg-based research

professorship launching in 2026.

Creating the next generation

of therapeutics

We continue to advance our intentionally

diverse portfolio of therapeutic modalities

across disease areas, including cutting-edge

platform technologies for innovative small

molecules, biologics and genomic medicines.

2025 developments:

•

Advanced our proprietary antibody drug

conjugates (ADCs) with Phase I clinical

data for torvu-sam (FRα) in ovarian cancer

presented at ESMO and first subject in for

the pivotal BLUESTAR-Endometrial01 trial

with puxi-sam (B7

-H4)s.

•

Data published in Nature Communications

describes our novel platform for enabling

next-generation engineered TCR

-T

therapies based on high-throughput TCR

discovery from diagnostic tumour biopsies.

•

Expanded AZD0120 (BCMAxCD19 dual

targeting) autologous CAR T-cell therapy

programme across oncology, immunology

and rare diseases with clinical data

presented at The American Society

for Hematology (ASH) Annual Meeting

from our first US trial demonstrating

high complete response rates in multiple

myeloma and an encouraging safety

profile. AZD0120 expansion continued

in systemic lupus erythematosus with

Phase I starts and Investigator Initiated

data presented at the European Alliance

of Associations for Rheumatology and the

American College of Rheumatology, as

well as Phase I starts in multiple sclerosis,

Discovery and

early-

stage development

60%

Late-stage development

Research & Development spend

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

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Financial Statements

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Business Review

continued

a basket study in rheumatoid arthritis

systemic sclerosis and idiopathic

inflammatory myopathies, and rare diseases

including amyloid light-chain amyloidosis.

•

Advanced pipeline of CD8+ guided

modalities, designed for more selective

tumour-targeting with multiple disclosures

including AZD9793 (GPC3 T-cell engager)

and AZD6750 (CD8+ IL-2 immunocytokine).

•

Acquired EsoBiotec to accelerate our in

vivo cell therapy build through their ENaBL

platform capabilities.

•

Entered into an agreement with Jacobio

Pharma for JAB-23E73, a clinical

-stage

oral small molecule pan-KRAS inhibitor,

with potential in pancreatic, colorectal

and non-small cell lung cancers.

•

Advancing genomic medicines into the

clinic: gene therapy for BAG-3

-related

dilated cardiomyopathy and first siRNA

therapy targeting complement C3 for

antibody-mediated rejection after kidney

transplantation, alongside expanded

collaboration with JCR Pharmaceuticals

and investment in Yoltech Therapeutics.

•

Progressed several novel molecular

entities within CVRM into Phase I clinical

trials, including AZD1613 (PAPPA-1) for

autosomal dominant polycystic kidney

disease, AZD3974 (anti-inflammatory

and anti-fibrotic mechanism) for cirrhosis,

AZD4248 (NNMT)

for cardiorenal disease,

AZD4954 (Lp(a)) for dyslipidemia, and

AZD4063 (PLN)

for PLN R14del dilated

cardiomyopathy, the first cardiac-targeted

siRNA to reach clinical trials.

•

Entered the acute kidney injury space with

AZD4144 (NLRP3), which has completed

Phase I and is now advancing to Phase II.

•

Strengthened weight management portfolio

through the acquisition of SixPeaks Bio,

including early-stage assets that aim

to preserve lean mass, modulate body

composition and improve metabolic function

by targeting activin signalling pathways.

Better predicting clinical success of

our candidate drug molecules

We are adopting a range of cutting-edge

technologies, generating data that are more

relevant to patients than previous methods,

to help us predict the clinical effectiveness

of our candidate drug molecules.

2025 developments:

•

Established three-year collaboration

with Sahlgrenska University to further

our current adipose tissue research

capabilities to support healthy weight

loss programmes aiming to address

adipose tissue dysfunction.

•

In collaboration with Roche Tissue

Diagnostics and Daiichi Sankyo, received

FDA Breakthrough Device Designation

(BDD) for the VENTANA TROP2 RxDx

Computational Solution which incorporates

Quantitative Continuous Scoring, marking

the first BDD for an AI-driven companion

diagnostic.

•

Accelerated covalent drug discovery

through advanced technology and

strategic collaborations, including with

the Gygi Lab at Harvard Medical School,

to target previously undruggable proteins

across multiple therapeutic areas.

•

Established strategic AI collaborations

with Tempus and Pathos to develop the

largest multimodal oncology foundation

model. We acquired Modella AI to advance

foundation models across oncology clinical

development, in addition to advancing

existing and new collaborations with

ImmunAI, Syneron Bio, Stanford Medicine

and Algen Biotechnologies – to complement

our robust internal AI capabilities and

enhance drug discovery and the

probability of clinical success.

•

Accelerated the identification of novel

small molecules, oligonucleotides and

biologics by applying AI technologies

to predict molecular properties before

synthesis so we can prioritise those

most likely to deliver patient benefit.

Pioneering new approaches to

engagement in the clinic

We are at the forefront of clinical innovation,

designing and delivering patient-centric

clinical trials that improve the patient and site

team experience while optimising the use

of data, digital technologies and AI.

2025 developments:

•

Advanced AI medical devices for early,

accurate detection of rare diseases,

including hypophosphatasia in adults

and FDA-cleared AI for cardiac amyloidosis,

through collaborations with Pangaea Data

and InVision.

•

Transformed clinical trial operations

across therapy areas through enhancing

AI-driven patient data collection and

digital consent, reducing consent form

length by 35%, migrating 19 studies to

new systems, and cutting processing

time from 10 weeks to two.

For more information on deals,

see Business development on

page 37, and for how AI is

transforming the way we work,

see Digital technologies on

page 36.

We are committed to early diagnosis and treatment,

improving our understanding of disease biology and

advancing our therapeutic modalities across diseases.

Corporate Governance

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Additional Information

Financial Statements

Strategic Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Business Review | Science and Innovation

56%

Oncology

10%

Rare Disease

V&I

17%

R&I

17%

CVRM

12%

Rare Disease

58%

Oncology

V&I

R&I

19%

CVRM

Phase I

10%

Rare Disease

V&I

48%

Oncology

18%

R&I

18%

CVRM

Phase II

Rare Disease

V&I

74%

Oncology

18%

R&I

CVRM

Life-cycle management projects

Late-stage development

Development pipeline overview

2025 was another remarkable year.

We achieved 97 regulatory events,

either submissions or approvals for

our medicines in major markets,

including one NME ﬁrst approval.

Sustainable innovation

Our ambition is to transform the lives

of patients with improved outcomes

and a better quality of life, through

more eﬀective treatment and

prevention, ultimately working

towards a cure for some of the

world’s most complex diseases.

Accelerating our pipeline

We are prioritising our investment in specific

programmes, focusing on scientific innovation,

patient benefit and return on investment.

This has led to receiving twelve Regulatory

Designations for Breakthrough Therapy,

This success is supported by a robust

pipeline of promising medicines. We had

38 significant pipeline progression events,

including NME Phase II starts and pivotal

Phase II/III investment decisions, showcasing

our potential for sustainable growth.

Our pipeline comprises 197 projects, with

176 in the clinical phase of development.

We have 20 NME projects in pivotal trials

or under regulatory review, up from 19 at the

end of 2024. In 2025, 35 NMEs progressed

to their next development phase, while

20 projects were discontinued: 11 due

to safety or efficacy, eight due to strategic

shifts and one due to regulatory reasons.

Our Code of Ethics highlights our

commitment to science and innovation.

We conduct innovative research,

development and manufacturing to high

standards of ethics and integrity everywhere

we operate, following the laws, regulations,

codes, guidelines and good practice

standards related to safety, quality, research

and bioethics. Our drug discovery and

development is informed by our Product to

Patient Governance Pathway, which details

a rigorous scientific and strategic framework

for portfolio decision making and development

from Candidate Drug Investment Decision

to Health Authority approval.

Sustainable innovation

We strive to deliver new treatments that

address unmet medical needs while

navigating potential setbacks or delays in

bringing therapies to market. We are focused

on accelerating the delivery of life-changing

medicines that create enduring value,

pushing the boundaries of science to

discover innovations that transform and

sustain health.

Intellectual property

Intellectual property rights are essential to

sustaining the incentives our industry needs

to invest in R&D that leads to new medicines.

Drug development is inherently long,

uncertain and costly, particularly when

accounting for the high rate of failure.

Early in R&D, thousands, and in some areas

millions, of compounds may be screened to

identify the few with the potential to become

safe, effective therapies and ultimately

secure regulatory approval. A robust system

for obtaining, maintaining and enforcing

patents is a critical pillar of a sustainable

innovation ecosystem.

We provide transparency about where our

patents are filed and enforced. Where we

maintain patent protection for assets which

may have relevance to Access to Medicine

Index diseases, we provide patent identity

and expiry information.

Priority Review, Accelerated or Fast Track

for 10 new medicines which offer potential

to address unmet medical need in certain

diseases. We also secured Orphan Drug

Designation for the development of three

medicines to treat rare diseases.

For more information, see:

Our Strategy and Key Performance

Indicators, including the number of

approved NMEs, regulatory events

and pipeline progression events,

pages 10 and 11.

Therapy Area Review, including key

actions in 2025, pages 13, 17 and 23.

For more information on our policies,

see pages 217 and 219.

For more information regarding key

products in our pipeline in China, the EU,

Japan and the US, see the Patent Expiries

of Key Marketed Products Supplement on

our website: www.astrazeneca.com/

annualreport2025. For more information

on IP, see our website: www.astrazeneca.

com/sustainability/resources.html.

For more information, see

Therapy Area Review from

page 12.

Includes NMEs and additional indications if the lead is not yet launched.

Only includes major LCM projects.

Science and Innovation

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

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Additional Information

Financial Statements

Strategic Report

Business Review

continued

inspections from

all health authorities

relating to GMP

and GDP

product recalls

Zero

critical findings from

health authorities

relating to GMP

and GDP

Patient safety and product quality

Our business model requires the

supply of safe and high-quality

medicines, which are constantly

and carefully monitored during their

entire life-cycle. We are dedicated

to patient safety and base our

behaviours and decisions on our

belief that everyone deserves to have

conﬁdence in the safety, quality and

eﬃcacy of our medicines.

Pharmacovigilance

Our comprehensive pharmacovigilance

system constantly monitors all products

throughout their life-cycle, following global

regulatory requirements, GxP principles and

quality management standards. Safety

systems and processes are established for

all medicines, both in development and on

the market, to identify and assess potential

adverse drug effects. Dedicated safety

teams, including safety physicians and

pharmacovigilance scientists, provide safety

profile information to regulators, healthcare

professionals and patients as appropriate.

Our dedicated website for reporting adverse

events and requesting medical information

is available to healthcare providers and

patients. Personal data in adverse event

reports is pseudonymised according to legal

requirements, in compliance with our Privacy

Policy on the handling of personal information

during inquiries, complaints, or adverse

event reports. Ongoing training supports our

employees, contractors and contracted third

parties to report adverse events related to

our products or partner products, to comply

with regulations and contractual

requirements, and protect patients.

We enhanced our patient safety efforts

in 2025 by implementing a unified global

safety database for adverse event reporting

associated with both marketed products

and clinical trials. By sharing information

on a harmonised basis across the industry

and regulators, we can increase internal

efficiency and enhance patient safety.

In addition, during 2025 we implemented

drug/project-specific Toxicity Management

Guides (TMGs) across clinical programmes

to support investigators in recognising and

managing toxicities during clinical trials.

TMGs provide clear instructions for dose

interruption, dose reduction and treatment

discontinuation, with recommendations

for ongoing monitoring and clinical

management aiming to promote enhanced

patient care and reinforce our commitment

to patient safety.

Product quality

Our Operations Quality function oversees

GMP and GDP compliance across clinical

and commercial manufacturing, testing

and distribution, including contract

manufacturing organisations, ensuring

product quality and regulatory adherence.

The function drives continuous improvement

of the quality management system through

corrective actions, risk management, internal

audits, and periodic quality management

reviews to maintain accountability and align

with operational responsibilities.

Product and process performance

assessments, based on relevant data and

customer feedback, are conducted to ensure

our products meet quality standards for

identity, durability, reliability, usability, safety,

efficacy and performance throughout the

product life-cycle. An issue management

process is in place to investigate and take

corrective actions or improvements to

address quality concerns affecting patients,

products, or processes in compliance with

regulations and within the appropriate time.

We ensure that the development, licensing,

manufacturing, distribution and monitoring

of active pharmaceutical ingredients (APIs),

medicinal products and devices comply with

international codes, Good Pharmaceutical

Practices (GxP) including GMP (Good

Manufacturing Practice), GDP (Good

Distribution Practice) and Good

Pharmacovigilance Practices, and our own

Good Regulatory Practice. We continuously

monitor the safety, quality and efficacy of

our medicines throughout their life-cycle

to maintain product confidence.

We ensure patient safety through key

policies and standards such as our Code

of Ethics, Quality Policy, Quality Standards

and GxP. We are also a member of the

Biotechnology Innovation Organization,

International Federation of Pharmaceutical

Manufacturers and Associations, the

European Federation of Pharmaceutical

Industries and Associations, the

Pharmaceutical Research and Manufacturers

of America and the Association of the British

Pharmaceutical Industry, and adhere to

their industry codes.

For more information on our

policies, see pages 217 and 219.

We are dedicated to patient safety and base

our behaviours and decisions on our belief that

everyone deserves to have confidence in the

safety, quality and efficacy of our medicines.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

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Additional Information

Financial Statements

Strategic Report

Business Review | Science and Innovation

Actual growth

CER growth

$25,450m

$23,235m

$19,077m

2025

2024

2023

$25,450

Actual growth

CER growth

Europe

$12,739m

$12,188m

$9,611m

2025

2024

2023

12,739m

12,739

Actual growth

CER growth

Emerging Markets

15,303m

15,303

$15,303m

$13,675m

$12,025m

2025

2024

2023

Actual growth

CER growth

Established RoW

$5,247m

$4,975m

$5,099m

2025

2024

2023

5,247m

Actual growth

2025 +10%

2024 +22%

2023 +6%

CER growth

2025 +10%

2024 +22%

2023 +6%

Actual growth

2025 +5%

2024 +27%

2023 +10%

CER growth

2025 +1%

2024 +26%

2023 +8%

Actual growth

2025 +12%

2024 +14%

2023 +2%

CER growth

2025 +14%

2024 +22%

2023 +9%

Actual growth

2025 +5%

2024 -2%

2023 -14%

CER growth

2025 +6%

2024 +3%

2023 -8%

Growth and Therapy Area Leadership

Summary and

performance indicators

We grow our business and serve

more patients globally by working

ethically, maintaining excellence

in manufacturing and supply,

and through the use of AI and

new technologies.

Our performance in 2025

•

Total Revenue, comprising Product Sales,

Alliance Revenue and Collaboration

Revenue, increased by 9% (8% at CER)

to $58,739 million.

•

Committed to high ethical standards: 434

employees and third parties were removed

from their role as a result of a breach.

•

Delivered 217 successful on-time market

launches.

Performance indicators

Global Total Revenue by geography

Our products are primarily marketed to

primary and specialist care physicians.

Healthcare in a Changing World on page 6

outlines the trends the pharmaceutical

sector is facing. In response, governments

are increasingly focused on strategic

autonomy, driven by concern over national

security, crisis preparedness, economic

competitiveness and sovereignty in key

sectors. There is also strong pressure to

build resilient supply chains. During 2025,

the pharmaceutical sector faced increased

trade tensions and drug pricing policy

changes in the US that have had global

implications, including for other wealthy

nations that spend a lower share of their

GDP on innovative medicines than the US.

The US spends a far larger share of its

income on new innovative medicines than

other high-income OECD countries, and

measures are being taken by the US

administration to ensure wealthy nations

make equitable contributions to global

biopharmaceutical R&D.

Commercial context

We drive growth and profitability through

commercial excellence in each of the three

regions into which we are organised: the US,

Europe-Canada and International (which

comprises Australia, New Zealand and

Emerging Markets including China). Japan

reports separately. Our financial reporting

regions are the US, Europe, Established

Rest of World (RoW) and Emerging Markets,

which are defined below.

We have an active presence in more than

80 countries and sell our products in more

than 125 countries. In most markets, we sell

our medicines through wholly-owned local

marketing companies, as well as distributors

and local representative offices.

Total Revenue increased by 10% in 2025

to $25,450 million, driven by the continued

demand growth of our medicines.

The US healthcare system is complex.

Multiple payers and intermediaries influence

patient access to branded medicines through

regulatory rebates in government

programmes and voluntary rebates paid to

private insurers for commercially insured

patients. Significant pricing pressure is

driven by payer consolidation, restrictive

reimbursement policies and cost control

tools which reduce patient access.

In October 2025, we announced an agreement

with the US administration to lower the cost

of prescription medicines in America. We

voluntarily agreed to a range of measures

that will enable the American healthcare

system and patients to access medicines at

prices that are equalised with those available

in other wealthy countries. We also reached

an agreement with the US Department

of Commerce for a three-year exemption

Our regions

Our growth is delivered by our

Commercial teams, which employed

47,400 people at the end of 2025.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

continued

trade and tariff uncertainty, driving cost

pressure and friction at borders.

Simultaneously, conflicts and instability in

key regions forced rapid route reconfiguration

and heightened the need for robust business

continuity planning. Against this backdrop,

we have continued to meet our responsibilities

to patients by executing with excellence.

We sustained high customer service,

protected supply, ensured quality, launched

new products on time, and built capacity

and resilience to secure sustainable growth.

Supply chain finance

Our supply chain finance programme

supports the cash flow of our external

supply base. The programme is managed

by Taulia LLC (with funding provided by

some of the Group’s relationship banks)

and provides suppliers with visibility of

invoices and payment dates via a dedicated

platform. Suppliers can access this platform

free of charge and have flexibility to select

individual invoices for early payment. For

further details, see Note 20 to the Financial

Statements, on page 159.

Global manufacturing capability

Our principal tablet and capsule formulation

and packing sites are in the UK, Sweden,

China, Puerto Rico and the US, with local

supply sites in Egypt, Japan and Russia, and

regional supply sites in Brazil, Indonesia and

Mexico. We also have major formulation sites

for the global supply of parenteral and/or

inhalation products in the US, Sweden,

France, Australia and the UK. Most of the

manufacture of APIs is delivered through

the efficient use of external sourcing that is

In 2025, we made strong progress against

our Operations strategic goals, expanding

capacity and new modality capability,

while leveraging new technology and AI

innovations to sustainably support the

demands of the business.

•

We delivered 217 successful on-time

market launches across markets.

•

We progressed our investments in

manufacturing footprint, technology

and AI innovations.

•

Our Operations function achieved

an 89% reduction in its Scope 1 and 2

GHG emissions, a 24% reduction in

water use, and a 23% reduction in

waste against a 2015 baseline.

Managing our supply chain

In a year marked by elevated geopolitical

and macroeconomic turbulence and

capacity shortages, the external

environment tested supply chains globally.

Drug shortages reached record levels,

weather-related disruptions intensified,

quality challenges persisted industry-wide,

and geopolitical events now encompass

complemented by expanding use of internal

capabilities. For biologics, our principal

commercial manufacturing facilities are

in the US, Ireland, Sweden, the UK and the

Netherlands. Our network contains

capabilities in process development, drug

substance and drug product manufacturing,

and distribution.

In July 2025, we announced our intention

to invest in a $4.5 billion new manufacturing

facility in Charlottesville, Virginia, US. The

new facility will produce drug substances

for AstraZeneca’s weight management and

metabolic portfolio, as well as our leading

ADC cancer portfolio. The facility will be

at the forefront of technological innovation,

leveraging AI, automation and data analytics

to optimise production. In November 2025,

we announced a further $2 billion expansion

of our manufacturing footprint in Maryland,

US. Our investment in our existing Frederick

Biologics facility will double capacity.

Additionally, we will build a new facility

in Gaithersburg, US, to produce medicines

for clinical supply.

In May 2025, manufacturing ceased at our

tablet facility in Bangalore, India. The intent

to exit was announced in November 2023.

At the end of 2025, we employed 16,900

people at 31 Operations sites

in 15 countries.

Operations

Our manufacturing and supply

function continued to support

business growth and pipeline

development, maintaining excellence

in product launch, quality and

resilient supply, with focus on

progressive, sustainable processes.

of Section 232 tariffs on medicines imported

to the US, enabling the Group to onshore

medicines manufacturing so that substantially

all of its medicines sold in the US are made

in the US. For more information, see Global

manufacturing capability below.

The Inflation Reduction Act (IRA) of 2022

was passed to address Medicare spending

concerns.

Farxiga

was selected for the first

round of Medicare price negotiations under

the IRA. As the Maximum Fair Price for

Medicare has now taken effect in 2026,

coinciding in the same year as the expected

US loss of market exclusivity that will also

reduce

Farxiga

’s price, the overall impact is

expected to be manageable.

Calquence

was selected for the second

round of price negotiations in 2025. Its

Maximum Fair Price for Medicare will take

effect in 2027. Our diversified product

portfolio, providing a broad spectrum

of treatments across therapy areas, well

position us to mitigate business impact.

Emerging Markets

Total Revenue in Emerging Markets,

predominantly comprising countries

in Latin America, the Middle East, Africa

and Asia, was $15,303 million, up

12% (14% at CER). In 2025, Total Revenue

for China increased by 4% (4% at CER)

to $6,654 million (2024: $6,413 million).

Ex-China Emerging Markets Total Revenue

grew by 19% (22% at CER), with continued

increases across all therapy areas.

Following the Russian invasion of Ukraine

in February 2022, we continue to provide

practical support to ensure the safety,

health and wellbeing of our employees.

As a healthcare business, we are doing

everything possible to ensure medical

supply chains continue to operate and that

patients in both countries are able to access

our medicines, while complying with

sanctions imposed on Russia.

Europe

Total Revenue was $12,739 million, up 5%

(1% at CER), with continued growth in

Oncology and BioPharmaceuticals.

Established RoW

Established RoW comprises Japan, Canada,

Australia and New Zealand. In 2025, Total

Revenue increased by 5% (6% at CER) to

$5,247 million, with sales in Japan up 6%

(5% at CER) to $3,768 million. Growth

was driven by strong performance from

Oncology and Respiratory & Immunology

medicines.

Excluding clinical supply sites.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review | Growth and Therapy Area Leadership

Growth and Therapy Area Leadership

Our Code of Ethics (the Code) and its

supporting Standards are the foundation

of our global compliance programme.

They embody our Values, including

expected behaviours, principles and

policies. Following the Code and supporting

requirements, we deliver lasting benefits

to patients and other stakeholders.

AZ Ethics

The Code asks employees to report possible

violations and provides information on how

to do so. This includes via the AZ Ethics

helpline and website, which are also

available to third parties, as well as our

Company intranet site and social media

platform. This is also included in the annual

Code of Ethics training.

We continue to foster a culture where

employees can speak their minds, with

strong first-line oversight (and related

reporting) as well as targeted second-line

monitoring to identify concerns early and

use learnings to improve our programme.

Our Pulse survey enables management

and the Board to understand the views and

sentiments of our employees, including the

proportion of employees who feel comfortable

speaking up at work. The resulting report

also demonstrates how our Values and

behaviours are embedded across the

workforce, including a summary metric

dashboard organised by category, with

remedial action taken on any concerns

identified and discussed as necessary. We

also see regular usage of reporting channels

across markets, evidencing that individuals

are aware of how to report concerns.

Reporting can be done anonymously, where

permitted by local law, through our helpline

or via line managers or relevant functions

such as Compliance or HR, who will carry

out an investigation. Issues raised via AZ

Ethics are triaged and assigned accordingly

for action, with cases tracked and monitored

for completion. Anyone who raises a

potential breach in good faith is fully

supported by management in confidence

(subject to disclosure obligations in local

markets) and we do not tolerate retaliation.

Any whistleblower can report violations

inside and outside the organisation (to the

designated authority or the media), with the

same level of protection, regardless of the

means of reporting. The most serious

incident reports from whistleblowers – those

implicating senior leaders or involving other

allegations of serious misconduct (including

alleged bribery or corruption) – are promptly,

independently and objectively investigated

by our Global Compliance Investigations

(GCI) team, an above-market investigatory

unit within the Global Compliance function.

Investigators are part of Compliance or HR

and are not associated with the reporters

or the implicated parties. In the event that

someone within the Compliance or HR

function is the subject of an investigation,

the matter is managed by someone not

involved with the implicated party and in

certain cases, a third party may be retained

to conduct the investigation. AZ Ethics is

compliant with Directive (EU) 2019/1937 of

the European Parliament and of the Council.

There were 4,441 instances (instances can

involve multiple people) of employee and

third-party non-compliance with our Code

of Ethics. A total of 434 employees and third

parties were removed from their role

as a result of a breach and 1,810 received

warnings. Breaches primarily consist of

low-impact incidents.

Anti-bribery and anti-corruption

Adhering to high standards of business

conduct and anti-bribery and anti-corruption

(ABAC) principles is critical for us to meet

global regulatory requirements, preserve

ethical integrity, and safeguard stakeholder

trust. We do not tolerate bribery or any

other form of corruption. Preventing bribery

and corruption is a focus of our third-party

risk management and due diligence

processes, as well as our monitoring

and audit programmes.

Our Anti-Bribery and Anti-Corruption Global

Standard, which was updated in 2025,

outlines our key ABAC principles and is

complemented by additional Global Standards

and local requirements. Through our Global

Compliance programme and associated

policies and other controls, we strive to

comply with all applicable ABAC legislation,

including the UK Bribery Act 2010, which is

aligned with the United Nations Convention

against Corruption.

Our annual Code of Ethics training includes

content around ABAC. The 2025 Code of

Ethics training module also included content

relating specifically to fraud in alignment

with the new Failure to Prevent Fraud

Offence in the UK Economic Crime and

Corporate Transparency Act. Additionally,

there were enhancements made to the

Code to emphasise the need to remain

vigilant around potential fraud. In 2025,

100% of active employees, including the

SET and at-risk functions, completed

mandatory annual training on the Code.

Where risks of bribery and corruption are

higher e.g. Commercial teams, the Group

provides additional training and resources,

see below.

Responsible sales and marketing

Responsible sales and marketing practices

are essential for us to maintain compliance

with stringent regulatory frameworks, protect

patient safety, and foster trust with healthcare

professionals and the public. By adhering

to ethical standards and all relevant laws,

we ensure that our products are promoted

transparently and in line with global

healthcare expectations. We emphasise

transparency, integrity and accountability

in our operations, ensuring that our marketing

strategies accurately reflect the efficacy and

safety of our products.

At AstraZeneca, responsible sales and

marketing practices are embedded in our

Code of Ethics, Global Standards on ABAC

and Promoting our Products, and our

patient-centric Values.

Our compliance professionals advise on, and

monitor adherence to, our Code and policies,

and work with local staff to ensure we meet

our high ethical standards. Nominated

signatories review product promotional

materials and activities to ensure compliance

with applicable regulations and codes of

practice, and that information is accurate

and balanced. Group Internal Audit (GIA)

conducts risk-based audits of marketing

companies and other business units.

Business conduct

We seek to create positive societal

impact beyond the direct beneﬁt of

our life-changing medicines. We

embed ethical behaviour in all our

business activities, markets and

across our value chain. We promote

ethical, transparent and inclusive

policies, both internally and with

our partners and suppliers.

For information on reporting

to the Board, see page 73.

For information on material

government investigations or

proceedings, including material

investigations related to

anti-bribery and anti-

corruption, see Note 30 to the

Financial Statements on pages

185 to 188.

For information on our Code of

Ethics, Global Standards on

ABAC and Promoting our

Products, see page 219.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

continued

Our Code of Ethics training continues to have

a pathway tailored for our customer-facing

Sales and Marketing employees with scenarios

relevant to the highest risks in their roles.

In 2025, we identified 10 confirmed external

breaches across our Commercial business.

Confirmed external breaches comprise

cases where AstraZeneca has been found

to violate a law, industry code, or regulation

by an external authority.

Animals in research

The responsible use of animals is a vital part

of biomedical research and product safety

testing, where suitable alternatives are not

available. At the centre of our commitment

to quality science and animal welfare are the

Replacement, Reduction and Refinement

of animals in research (the 3Rs). All animal

studies are undertaken in compliance with

all relevant local and national laws and

regulations, and with the principles of the

‘Guide for the Care and Use of Laboratory

Animals’ (Institute for Laboratory Animal

Research). Wherever possible, we work with

third parties accredited by the Association

for the Assessment and Accreditation

of Laboratory Animal Care International.

Animals were needed for in-house studies

138,356 times in 2025 (2024: 141,947), and

on our behalf in contract research studies

63,869 times (2024: 63,810). In total, over

97% were rodents or fish, with the majority

being mice (85%). The remainder is made

up of rabbits, camelids, ferrets, dogs, pigs,

non-human primates, chickens and sheep.

Dogs and non-human primates make up less

than 1% of the total. We do not conduct

research using wild-caught non-human

primates or great ape species, and we have

an animal welfare assurance programme

that ensures research conducted by third

parties meets our high standards. We are

committed to transparency and are

signatories to the Concordat on Openness

on Animal Research (UK), the Openness

Agreement on Animal Research and

Teaching (Australia/New Zealand) and

the United States Animal Research

Openness Agreement.

For information on material

commercial litigation and

government investigations or

proceedings, including material

matters related to responsible

sales and marketing, see Note 30

to the Financial Statements

on pages 185 to 188.

We promote ethical, transparent and inclusive policies,

both internally and with our partners and suppliers.

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Business Review | Growth and Therapy Area Leadership

Growth and Therapy Area Leadership

Digital technologies

AI is a force multiplier for our

strategy – accelerating innovation,

improving outcomes, and driving

productivity and eﬃciency – so we

can do more of what matters, faster

and with greater impact.

In December, we created a dedicated

Enterprise AI unit to bring together AI

expertise and accelerate the delivery of

Ambition 2030. Partnering with the business,

this team will advance a unified enterprise

AI transformation, prioritise and scale high

value initiatives, manage change effectively,

and unlock synergies that amplify impact.

In R&D, we are developing an ecosystem of

foundation models and AI agentic frameworks

to accelerate our drug discovery end-to-

end. This ecosystem will transform our

clinical development, leveraging our key

differentiator – our data. Examples include:

•

REINVENT, our small molecule discovery

platform now enables significant time

savings by predicting molecular properties

and optimising potential molecules before

synthesis and further development.

Over 90% of our small molecule discovery

pipeline is AI-enabled, with similar

approaches actively applied to other

areas, including biologics.

•

MILTON, integrates de-identified health

records with genetic and protein data to

develop models that can predict the risk

of more than 1,000 diseases, sometimes

10 to 15 years before they’re clinically

diagnosed.

•

Computational pathology solutions achieved

FDA Breakthrough Device Designation as

part of an AI-driven companion diagnostic,

and released multi-cancer, cross-target

QCS models, and identified promising

biomarkers in gastric cancer.

We are rapidly integrating AI into clinical

workflows from study design to site and

patient selection – enhancing scientific

decision-making and enabling broader,

diverse patient groups to participate without

compromising research quality.

In Commercial, partnering with leading

technology companies is enabling us to tackle

healthcare challenges. In over 20 markets,

more than six million AI-enabled chest x-rays

support early screening for high-risk lung

nodules, improving referral and diagnostic

pathways for possible lung cancer. In precision

diagnostics, we published an AI-driven

computational pathology validation study

that used advanced image analysis and

machine learning to evaluate HER2 in breast

cancer tissue. We are also deploying AI to

increase efficiency, optimise content creation

and enhance the relevance of physicians’

interactions.

In Operations, we are scaling AI to build an

intelligent, autonomous, sustainable supply

network that reduces lead times, drives

productivity, and cuts waste. Our synthetic

drug development timelines are shortened

thanks to our agentic AI platform which

integrates scientific knowledge and simulation

models. Our award-winning Digital Changeover

solution is deployed across 17 sites and over

95% of eligible packing lines. To ensure

uninterrupted supply, we are engineering

a resilient, self-healing supply chain using

predictive sensing and autonomous planning.

Underpinning our Enterprise AI transformation

is our risk-based AI Governance Framework

based on global laws, regulations and standards

for best practice, and ensuring responsible

use. It includes policies, processes, and

guardrails for building, buying, and using AI,

to manage risks while maximising the value

of AI. We continue to upskill our teams to

advance a digital first mindset and optimise

transformation at scale.

Zero

material

cybersecurity

incidents

Zero

material security

breaches involving

personal data

Cybersecurity and data privacy

Innovative technology platforms are

transforming the way we work, and

we have measures in place to address

the related cybersecurity and data

privacy risks, to the extent possible.

Significant disruption to our IT systems,

including breaches of data security or

cybersecurity or failure to comply with

applicable laws or regulations, could harm

our reputation and materially affect our

financial condition or ability to manufacture

and distribute medicines to patients. These

disruptions could potentially also negatively

affect our patients, employees and other

stakeholders.

Cybersecurity

Recognising the important role our employees

play in managing our cybersecurity risk,

we provide cybersecurity training, conduct

recurring phishing simulations and have

a Cybersecurity Culture and Awareness

programme including regular messaging

via internal communications. The annual

cybersecurity training is mandatory for all

active employees and is designed to reduce

risk and improve resilience. In 2025, new

content included emerging AI scenarios and

reinforced our new AI standards.

AstraZeneca launched a Disaster Recovery

Programme in 2025, focused on strengthening

the Company’s recovery capabilities and

response frameworks to support the resilience

of critical business applications. Continued

evolution is required to keep pace with

changing business demands and an

increasingly dynamic technology landscape

– ensuring recovery strategies, tooling, and

response practices remain current, scalable,

and consistently effective.

Data privacy

The Enterprise Data Office (EDO) has

established data governance practices that

are managed through a control framework

sponsored by our Enterprise Data Council

(EDC). The EDO strengthens and standardises

data governance, by partnering with other data

functions across the Company and acting as

a central hub for data management and

related regulatory compliance. This approach

also ensures that our data policies and

standards are streamlined, clear and effective.

In 2025, we released a new standard

operating procedure for the management

of personal data incidents and a revised

standard for data retention management.

These updates aim to reduce the likelihood

of personal data incidents.

Key privacy compliance concerns are reported

via the SET data governance boards, EDO,

EDC and appointed senior leaders. Breaches

and policy deviations can also be reported

to AZ Ethics via the helpline or website.

For information on how

cybersecurity and data privacy

are governed by our Code of

Ethics as well as the IT Security

Policy Framework and Data

Privacy Standard respectively,

see page 219.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

continued

We proactively pursue opportunities to

harness leading science and innovation

while securing access to cutting-edge

technologies and products. This strengthens

the quality, effectiveness and productivity

of our R&D across therapy areas and expands

our innovative pipeline. Partnerships with

academic institutions, governments, peers

and biotechnology companies are critical

to keep us at the forefront of innovations

applicable across our portfolio and, ultimately,

inform patient treatment. They give us

access to key innovations in AI, precision

medicine, genomics, and digital technologies,

informing the development of optimal

treatments for patients.

Our global presence, balanced across

regions and disease areas, is supported

by more than 1,000 collaborations

worldwide and we have completed

several strategically important business

development transactions in 2025, some

of which are summarised on this page.

EsoBiotec

AstraZeneca completed the acquisition of

EsoBiotec and their Engineered NanoBody

Lentiviral (ENaBL) platform which delivers

genetic instructions to specific immune

cells, such as T-cells, to enable the

recognition and destruction of tumour

cells for cancer treatment, and to eliminate

autoreactive cells for potential application

in immune-mediated diseases. AstraZeneca

acquired all outstanding equity of EsoBiotec

for a total consideration of up to $1 billion,

on a cash- and debt-free basis, comprising

of an initial payment of $425 million at

closing, and up to $575 million in contingent

consideration linked to development and

regulatory milestones.

Strategic partnerships in China

A strategic collaboration has been

established with the Beijing Municipal

Government and the Beijing Economic-

Technological Development Area

Administrative Office including Harbour

BioMed and Syneron Bio. We will invest

$2.5 billion to establish manufacturing

capabilities and create our sixth global

strategic R&D centre in Beijing, supported

by major research and manufacturing

agreements that advance life sciences

in China, and follows our acquisition of

FibroGen China. The new centre is located

in the Beijing International Pharmaceutical

Innovation Park, proximate to leading

biotechs, research hospitals and the

Business development

Business development is an essential

part of our strategy and portfolio

prioritisation process, creating

additional value and helping

accelerate the delivery of new

medicines that address unmet

medical need.

National Medical Products Administration

with a focus on advancing early-stage

research and clinical development. The

centre will be enabled by a new state-of-

the-art AI and data science laboratory.

CSPC

In January 2026, we announced a proposed

strategic collaboration agreement in China

with CSPC Pharmaceuticals to advance the

development of multiple next-generation

therapies for obesity and type 2 diabetes

across eight programmes.

Alteogen

AstraZeneca entered into a licence

agreement with Alteogen Inc. for ALT-B4

a novel hyaluronidase utilising Hybrozyme™

platform technology to enable selected

subcutaneous oncology formulations,

offering significant time-saving benefits

for patients and healthcare systems.

Financial arrangements include milestone

payments and royalties.

SixPeaks Bio

Following the Series A financing and

collaboration agreement from 2024,

AstraZeneca has acquired the remaining

shares in SixPeaks Bio by using the buyout

option. The company has developed an

activin IIA/B receptor antibody for robust

preservation of skeletal muscle mass,

a next-generation obesity product.

We are maximising the use of AI and new technologies to

transform patient care. We have the potential to empower

patients to play an active role in their own treatment.

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Business Review | Growth and Therapy Area Leadership

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

People and Sustainability

Summary and

performance indicators

Recognising the strong connection

between business growth and

resilience, and the need to address

the major health challenges of our

time, we are focused on how we

deliver sustainable impact and how

we do business, underpinned by

science. We are guided by our Values

and invest in our people to create

long-term value, resilience and trust

by operating responsibly, ethically

and with robust governance.

Our performance in 2025

People

•

Received 1.2 million applications and

hired 19,000 employees (7,000 internal

and 12,000 external).

•

Over 5,800 employees participated

in a development programme.

•

51.5% of our senior middle management

roles and above are filled by women.

Sustainability

•

Updated our health equity strategy,

embedding health equity across science,

healthcare delivery and community

investment.

•

Continued to decarbonise our value chain,

including our own operations.

-88.1%

-77.5%

-67.6%

2025

2024

2023

Performance indicators

People

This priority is built on being a great place

to work, patient-oriented, advancing a

culture of lifelong learning, and achieving

inclusion and diversity goals.

Performance indicators

Sustainability

Achieving a healthier, more sustainable

future requires tackling the biggest

challenges of our time – from climate change

and nature loss to health equity and health

system resilience – and doing so in a way

that is ethical, transparent and inclusive.

Figures reflect market-based

accounting, and are inclusive of

biomethane certificates. See page 212

for methodology and definitions.

See page 218 for methodology

and definitions.

Great place to work

86%

believe that AstraZeneca

is a great place to work

(2024: 84%)

Patient-oriented

88%

believe that AstraZeneca

is patient-oriented

(2024: 87%)

Advance culture of

lifelong learning

81%

feel they have the opportunity

for personal development

and growth

(2024: 81%)

Ambition Zero Carbon

(Scope 1 and 2)

-88.1%

reduction of Scope 1 and 2 GHG

emissions from 2015 baseline year.

Enable an agile organisation

79%

believe AstraZeneca has been

successful at improving IT tools

and systems

(2024: 75%)

Achieve inclusion and

diversity goals

87%

feel they can be themselves

without worrying about

being accepted

(2024: 85%)

People positively

impacted

320 million

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

continued

through onboarding surveys, exit interviews

and our global employee opinion survey,

Pulse. We encourage managers to listen to

the workforce by providing them with access

to the aggregated results for their teams.

Managers also have access to a reporting

tool to further support engagement across

their teams. To ensure we are transparent,

we share our global results with the Board,

the SET, line managers and employees.

We have a Global Employee Relations

team, working in partnership with

Legal, Compliance, HR and employee

representative groups, such as the European

Consultation Committee, Works Councils

and, where applicable, our nationally

recognised trade unions. Accountability

for these processes is with the Chief

Human Resources Officer and delegated

to members of the leadership team. On a

day-to-day basis, this is managed by senior

leaders. We also hear the views from our

Employee Resource Groups, which are

voluntary, employee-led groups open to

all employees.

Health and safety

We are committed to providing a work

environment that is both physically and

psychologically safe for everyone. Our

Global Safety, Health and Environment

(SHE) Standard describes our management

of and accountability for SHE. We do this

by embracing a culture of learning and

continuous improvement. We strive to

maintain or exceed compliance with all

company, legal and regulatory requirements

ensuring that we are welcome in the

communities in which we operate.

Developing skills and capabilities

We develop strategic capabilities through

development programmes and high potential

talent initiatives, supporting employees

ranging from early talent and individual

contributors to enterprise leaders. All

employees have access to our global

learning platform. AI-adoption is a key

aspect of achieving our strategic objectives

by accelerating decision making and

innovation. In 2025, more than 50,000

employees participated in our Thriving in

the Age of AI programme. We also continue

to embed coaching skills to enhance

performance and increase engagement.

To support our Values and understanding

of our material sustainability matters,

employees complete mandatory training

on topics including Code of Ethics, see

page 34, and Cybersecurity, see page 36.

These trainings help everyone understand

the responsibility to employ high ethical

standards when carrying out all aspects

of our business globally.

Inclusion and diversity

Our global commitment to inclusion and

diversity is woven into what we do, and is

reflected in our Values and the behaviours

that underpin them. Women comprise 54%

(approximately 52,000) of our global

workforce and men 45% (approximately

43,300)

. At the end of 2025, there were

seven women on our Board (50% of the

total). Five out of 10 SET members (50%

)

were women and five were men (50%).

Directors of the Company’s subsidiaries

comprised of 209 women (45%) and

256 men (55%)

Our Board of Directors and the SET

conduct quarterly reviews of our workforce

composition. This encompasses gender,

ethnicity and age representation among

other things.

We are committed to hiring and promoting

talent ethically and in compliance with

applicable laws. Our Code of Ethics and its

supporting Standards are designed to help

protect against unlawful discrimination on

any relevant grounds. The Code covers

recruitment and selection, performance

management, career development and

promotion, transfer, training, and reward.

We embrace the cognitive differences of

neurodivergent employees and support

employees with both seen and unseen

disabilities in line with their country-specific

laws and regulations. Where risk

assessments can be performed, we will

consider accommodating adjustments to

the working environment that support an

inclusive and safe workplace.

Our Global Standard for Inclusion and

Diversity sets out how we foster an inclusive

and diverse workforce where everyone feels

valued and respected because of their

individual abilities and perspectives. In 2025,

our inclusion and diversity efforts earned

recognition externally. We were featured in:

•

Forbes World’s Top Companies

for Women

•

Forbes World’s Best Employers

•

Financial Times, Diversity Leaders 2026

•

TIME World’s Best Companies.

People

We rely on our global workforce

to uphold our Code of Ethics and

behaviours in line with our Values,

to deliver our Ambition 2030 strategic

priorities and work to sustain and

improve short- and long-term

performance.

Approximately 800 employees have not disclosed their gender, therefore are not included in these totals.

For the purposes of section 414C(8)(c)(ii) of the Companies Act 2006, ‘Senior Managers’ are the SET, the Directors of all of the subsidiaries of the Company and other individuals

holding named positions within those subsidiaries. Individuals on multiple boards are counted once.

Enabling an agile organisation

In 2025, we continued to build talent

internally by investing in our workforce. We:

•

Maintained the focus on building

capability in our global hubs. In 2025,

2,760 external hires were made in

these locations.

•

Continued to develop internal talent and

made 5,100 promotions during 2025.

•

Focused on AI upskilling to enable

employees to leverage AI in their roles.

We also provided access to an AI agent

builder, empowering teams to gain

hands-on experience in developing

and deploying AI-driven tools.

Human Resources Standards

Our Global Human Resources Standards

outline our position on key topics. We

expect all our employees to align with these

standards and do not tolerate any actions

which are not aligned. As well as complying

with all workplace diversity legislation and

requiring the same of the third parties we

work with, we provide mechanisms by which

employees can confidently raise concerns,

and we have processes which enable

disciplinary action to be taken where

necessary.

Listening to our workforce

Encouraging employees to provide

continuous feedback through various

mechanisms helps us to foster an inclusive

culture and be a great place to work.

We invest in developing coaching capability

in our leaders and employees to help them

bring a coaching approach to their quarterly

check-ins and everyday performance

conversations. We also collect feedback

86%

believe that

AstraZeneca is a

great place to work

89%

believe that in the

last 12 months, they

have improved their

existing skills, or

learned new skills,

or had a development

opportunity

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review | People and Sustainability

People and Sustainability

Overview

•

Our sustainability impact:

We are taking

action on climate and nature, health equity

and health systems resilience.

•

How we do business:

We are guided

by our Values and invest in our people

to create long-term value, resilience

and trust by operating responsibly,

ethically and with robust governance.

Our approach to sustainability reporting

Our sustainability reporting is prepared in

line with the UK Companies Act 2006, the

EU Corporate Sustainability Reporting

Directive (CSRD) and European

Sustainability Reporting Standards (ESRS),

EU Taxonomy on Sustainable Activities and

the recommendations of the Task Force on

Climate-related Financial Disclosures.

Sustainability is embedded in our Growth

Through Innovation strategy, with material

sustainability topics aligned to our three

strategic pillars and disclosed within the

Business Review. This year we introduced

the Sustainability Statement section in the

Annual Report, setting out general

disclosures such as basis for preparation,

an overview of the double materiality

assessment process and management

of impacts, risks and opportunities, with

policies, targets and metrics for each

material topic. We have cross-referenced

where ESRS disclosures are met throughout

this Annual Report.

Sustainability

Recognising the interconnection

between business growth and

addressing the major health

challenges of our time, we are

focusing on how we make a positive

impact for people, society and the

planet, and how we do business.

For further information on the

basis of preparation of our

sustainability reporting, our

metrics, targets and policies,

see the Sustainability Statement

from page 204.

Our material sustainability topics

In 2025, we updated our 2024 double

materiality assessment, and our material

topics are presented below. Disclosures

relating to these topics can be found in the

Business Review, from page 26 and the

Sustainability Statement, from page 204.

•

Business conduct, see pages 34 to 35.

•

Cybersecurity and data privacy,

see page 36.

Growth and Therapy

Area Leadership

•

Sustainable innovation, see page 30.

•

Patient safety and product quality,

see page 31.

Science and Innovation

•

People, see page 39.

•

Accessible and affordable healthcare,

see page 41.

•

Climate change, see pages 42 to 44.

•

Nature, see page 45.

People and Sustainability

Through our health equity programme,

we aim to close healthcare gaps and

to give people everywhere the chance

to be as healthy as possible.

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Business Review

continued

Affordability and pricing

We take a broad and collaborative approach

across diverse global healthcare systems,

working with payers and policymakers to

promote widespread, sustainable access.

Our tailored programmes address local

health needs, strengthen health systems

resilience, and enhance affordability by

partnering with country-specific health

systems to deliver medicines in a locally

accessible way. In 2025, our key continuous

initiatives included:

•

Health system strengthening:

To build

resilient and sustainable health systems,

we partner with health system stakeholders

to transform care by providing evidence-

based recommendations and co-creating

solutions that help to reduce disease

progression, hospital admissions and

premature deaths, globally.

•

Customised solutions for out-of-pocket

gaps:

Supporting patients’ ability to stay

on prescribed therapies.

•

Patient Assistance Programmes (PAPs):

Assisting those unable to pay and

addressing funding gaps, enabling patients

to fund part of their treatment in line with

their affordability and means, and in a

manner consistent with applicable laws.

•

Tailored payment models:

Leveraging

tiered pricing and innovative solutions

such as, value-based agreements, to

maximise patient access.

Clinical trial representation

We aim to achieve more representative

clinical trial populations to better reflect

the patient communities we serve. In 2025,

we extended our real-time dashboard for

measuring representativeness of Phase III

studies to Canada, building on previous

launches in the US and Brazil in 2024.

We actively participate in public-private

partnerships including the Innovative Health

Initiative’s Research in Europe and Diversity

Inclusion, ESMO, and the Cancer Drug

Development Forum to enhance trial

representativeness, while contributing to the

scientific community through publications in

the American Society of Clinical Oncology

Educational Book series that outline methods

for improving clinical trial representation.

Additionally, we are partnering with

community-focused organisations such as

Acclinate and Black Health Matters, as well

as not-for-profit organisations including the

Sexual Gender Minority Alliance, National

Medical Fellowship, and Women Health

Access Matters, all aimed at improving

representation across our clinical trials.

These initiatives reflect our sustained

ambition to improving clinical trial

representation on multiple fronts, both

within the Company and across the wider

research ecosystem.

Key early and post-trial access

We reaffirm our approach to early and

post-clinical trial access to medicines,

providing our therapies to those in need prior

to regulatory approval in specific countries,

in addition to our approach to continue

treating patients after the termination of

clinical trials, ensuring ongoing access and

continuity of care. Patients who face serious

or life-threatening illnesses, and have

exhausted alternative treatment options,

will have their requests for early access

to investigational medicinal products

carefully considered. This applies to those

unable to participate in clinical trials, and

is carried out through appropriate early

access pathways in accordance with local

laws and regulations. Where appropriate,

our approach also includes supporting

continued treatment after clinical trial

participation (post-trial access), ensuring

safe, ethical, timely and lawful patient

support prior to product approval in their

respective countries.

In May 2025, we updated our health equity

strategy, embedding health equity across

science (including genomics and clinical

trials), healthcare delivery and community

investment, with a 2030 ambition to

positively impact one billion people,

including 400 million from underserved

communities. Details of our health equity

strategy and supporting policies and

programmes can be found on our website.

Through collaborations, partnerships and

stakeholder coalitions we are working to

ensure essential and innovative medicines

become more widely available and

affordable. Pricing for our medicines seeks

to reflect the value they bring to patients,

payers and society, and the significant

investment required for targeted treatment

options. Through our health equity

approach, we also aim to ensure that more

individuals can equitably benefit from our

clinical trials, science and capabilities.

We have a global tiered pricing policy

comprising of four tiers based on gross

national income, with confidential, flexible

pricing focused on affordability and brand

application in support of patients across all

tiers. This aims to address disparities in

countries’ ability to pay, enhancing equitable

access while supporting financial viability.

In support of our targets, we engage in

ongoing health equity initiatives enterprise-

wide. We continue to implement innovative

solutions to optimise affordability and

accessibility, where necessary addressing

barriers beyond price.

For information regarding

Intellectual property, see

page 30.

320 million

people positively impacted since 2024,

including:

156 million

from underserved groups

Accessible and aﬀordable healthcare

Our medicines impact more than

100 million patient lives annually,

ranging from cancer and chronic

diseases to rare diseases. We are

closing healthcare gaps along the

entire patient journey to improve

access to screening, early detection,

diagnosis and treatment, and

innovating to deliver our life-

changing medicines in a

sustainable and equitable way.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review | People and Sustainability

73,903

gross Scope 1 and 2 GHG emissions

(Market-based)

(tonnes CO

6,197,690

gross Scope 3 GHG emissions

(tonnes CO

1.26

Scope 1 and 2 GHG emissions intensity

(tonnes CO

e per million of Total Revenue)

69%

share of primary activity data in Scope 3

reporting

Delivering these targets requires whole

value-chain decarbonisation across Scopes

1, 2 and 3, through levers which eliminate,

reduce, substitute and then neutralise

residual emissions to achieve net zero.

Specific decarbonisation levers are

described below.

We have a near-term target of 98% absolute

reduction in Scope 1 and 2 GHG emissions

by 2026 from a 2015 baseline. By the end

of 2025, we have achieved 88.1%. We face

localised challenges across our global

operations with accessing sources of

renewable energy to decarbonise site

operations and to procure and operate

electric vehicles, that present transition risks

for delivering reductions to our Scope 1 and

2 GHG footprint against our 2026 target.

Over 95% of our total GHG emissions are

in the upstream and downstream value

chain. To support our longer-term target

of 50% reduction in total Scope 3 GHG

emissions by 2030 and 90% reduction by

2045, from a 2019 baseline, we are engaging

with suppliers for them to set validated

science-based targets (SBTs) to cover most

of our supplier spend by the end of 2025.

Achieving Scope 3 targets requires extensive

global decarbonisation across our entire

supply chain, including our product portfolio

which represents a large portion of our GHG

emissions. Pharmaceutical products have

a long development cycle, which makes

it critical to design and embed climate

considerations at an early stage for future

products now in development. In addition,

to achieve our goals, we must tackle

emissions from our existing commercial

portfolio, which creates challenges with

heavily regulated production processes

and materials.

We are conducting a scheduled review

of our SBTi-verified Net-Zero Corporate

Standard targets in line with SBTi timelines,

taking the opportunity to embed learnings

from the past five years. This includes

certain targets disclosed in previous years.

We expect to communicate the outcomes

in 2026.

Governance

Our executive-led SET Sustainability

Governance Group is accountable for the

delivery of Ambition Zero Carbon and its

transition plan. Regular governance updates

and proposals are provided to the Group,

which in 2025 included our CEO, Chief

Financial Officer (CFO), Chief Human

Resources Officer, Chief Compliance Officer

and General Counsel, and the EVP, Global

Operations, IT & Chief Sustainability Officer.

The Sustainability Committee monitors

progress on Ambition Zero Carbon.

Sustainability reporting is overseen by the

Transition plan for climate change

In 2020, we launched our Ambition Zero

Carbon strategy, through which we are

pursuing decarbonisation targets compatible

with the limiting of global warming to 1.5°C,

and making progress towards achieving net

zero by 2045. Our near- and long-term GHG

emissions targets were verified under the

Science Based Targets initiative (SBTi)

Net-Zero Corporate Standard in 2021.

We are targeting a 98% absolute reduction

in Scope 1 and 2 by 2026 (2015 baseline),

a 50% absolute reduction in total Scope 3

by 2030 and 90% by 2045 (2019 baseline),

and net zero by 2045.

Climate change

In support of our Ambition 2030

strategy, we have set and are

delivering action on our corporate

climate targets. We are decarbonising

our value chain including our own

operations, and through global

initiatives and collaboration with our

peers, we are driving action to accelerate

the delivery of net-zero healthcare.

Failure to meet regulatory requirements,

voluntary sustainability targets and

stakeholder expectations could

adversely aﬀect the Company’s

reputation with key stakeholders.

Audit Committee. The CEO’s responsibilities

to the Board include the development and

performance of the Ambition Zero Carbon

strategy and related risks and opportunities.

The EVP, Global Operations, IT & Chief

Sustainability Officer is responsible for the

Ambition Zero Carbon strategy and its

execution, and all SET members have

responsibility for working with their teams

to ensure alignment of the Ambition Zero

Carbon strategy with business priorities and

climate risks and opportunities.

Initiatives approved by the SET Sustainability

Governance Group are included in the relevant

management units’ financial planning.

Scope 1 and 2 decarbonisation levers

To support the achievement of the Scope 1

and 2 GHG target, we are addressing direct

and indirect emissions through focused

operational improvements and energy

transitions.

Road fleet electrification

At the end of 2025, we had transitioned over

80% of our total owned and leased road

vehicle fleet to battery electric vehicles (over

18,000 vehicles) and purchased renewable

electricity Energy Attribute Certificates

equivalent to charging energy requirements.

37 markets have achieved a 100% electric

vehicle transition to date. The global

transition is being progressed while some

markets are experiencing challenges with

the supply of vehicles and the availability

of charging infrastructure.

Site F-gas management

F-gases are released during the production

process of current pMDI medicines. Through

a process change involving purging empty

canisters in a vacuum instead of using a

propellant, we have significantly reduced

F-gas emissions. A second reduction

initiative of capturing F-gas emissions from

the production process, using cryogenic

technology that liquefies the gases, has

been completed in 2025, enabling the

storage and removal from site for either

incineration or recycling. This is a near-term

solution to mitigate GHG emissions from

our existing pMDI medicines as we transition

to a pMDI portfolio using next-generation

propellant (NGP) as part of our Scope 3

decarbonisation strategy.

Fuel switching (clean heat)

In 2025, supply of biomethane commenced

via long-term commercial agreements with

Vanguard Renewables in the US and Future

Biogas in the UK. When fully operational,

these collaborations are expected to enable

up to 330 GWh of biomethane to be used

across our US and UK sites, equivalent to

70% of our total global gas consumption.

People and Sustainability

For more information regarding

how our approach to climate

mitigation action is grounded

in the principles of our Code of

Ethics and the SHE Framework,

see pages 211 and 219.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

continued

Scope 3 decarbonisation levers

Product manufacture

Product manufacture is a significant

contributor to our Scope 3 footprint, outside

of AstraZeneca’s own operations, and

decarbonising products is a key pillar of

our strategy to achieve our Scope 3 targets.

We continue to implement our Life-Cycle

Assessment (LCA) programme, aligned with

ISO 14040 and 14044 standards, and this

now encompasses medicines which

contribute to the majority of our Total

Revenue. Using this and other sustainability

inputs, we have established an internal

Product Sustainability Index (PSI) to

understand the environmental impacts of our

launched products and inform sustainability

improvement plans. The PSI programme is

also being piloted on development projects,

with an initial focus on carbon and supported

by a simplified internal LCA tool to enable

early identification and assessment of

products in development that will be part

of our future footprint.

Non-product supplier emissions

To address the Scope 3 footprint associated

with purchased goods and services,

we prioritise collaboration with suppliers.

We continued to advocate for our suppliers

to set SBTs, ensuring that our climate

ambitions are shared across our value chain.

Additionally, we facilitate access to renewable

electricity through initiatives such as the

Energize programme, enabling more

suppliers to transition to renewable energy

sources. Our leadership of industry

collaborations, including the Sustainable

Markets Initiative Health Systems Task Force

and Pharmaceutical Supply Chain Initiative,

further help to align climate expectations and

best practices across the pharmaceutical

industry’s shared supplier base.

Product use

As part of our efforts to provide patients with

access to treatment with lower GHG emissions,

we are transitioning our portfolio of inhaled

respiratory medicines delivered by pMDIs

to use a NGP with near-zero GWP. pMDIs

deliver essential, life-saving medicines for

millions of people living with respiratory

diseases worldwide and are the most

commonly used type of inhaler device

globally. Our NGP has 99.9% less GWP than

propellants used in our current pMDI

portfolio, which makes the transition to the

NGP a key product-related element of our

Ambition Zero Carbon strategy. In 2025,

we announced the world-first approval by

the UK Medicines and Healthcare products

Regulatory Agency and a Committee for

Medicinal Products for Human Use positive

opinion for

Trixeo

Aerosphere

to be used

with the NGP, endorsing it for use in the EU

and marking the initiation of the transition

of our full portfolio to the NGP, with

submissions for transitioning

Breztri

Trixeo

in other territories underway.

Transport – distribution and

business travel

We continue to reduce emissions through

our transport modal shift programme,

transitioning key distribution routes from

air to sea. Performance regarding primary

distribution emissions is tracked on a

quarterly basis. We are also evaluating

alternative fuels, including sustainable

aviation fuel, with the aim of quantifying

whole life-cycle sustainability impacts.

In parallel, we are enhancing our secondary

distribution reporting methodologies to

identify emissions hotspots and highlight

decarbonisation opportunities. New ways

of working have significantly reduced our

business travel emissions. All teams operate

within a centrally tracked carbon travel

budget. In addition, engagement work is

ongoing to promote more sustainable modes

of travel, particularly on routes with good

alternatives.

Climate performance

Our global GHG metrics cover Scope 1,

Scope 2 on a market-based basis (with

location-based shown for comparison), total

Scope 3 across all 15 categories, and total

energy use. Scope 1 reflects the application

of biomethane certificates; biogenic emissions

are reported outside Scopes 1 to 3.

Global GHG emissions data for the period 1 January 2025 to 31 December 2025

Unit

2025

2024

2023

Baseline 2015

Scope 1

Tonnes CO₂e

62,587

125,386

180,898

298,498

Scope 2 (Market-based)

Tonnes CO₂e

11,316

14,210

19,940

322,319

Scope 2 (Location-based)

Tonnes CO₂e

241,023

217,026

183,332

266,372

Gross Scope 1 and 2 GHG emissions (Market-based)

Tonnes CO₂e

73,903

139,594

200,838

620,818

Scope 1 and Scope 2 (Market-based) intensity

Tonnes CO₂e per million of Total Revenue

1.26

2.58

4.38

22.73

Biogenic emissions (outside-of-scope emissions)

Tonnes CO₂e

105,850

75,978

29,201

2,822

Total energy consumption

Megawatt hours (MWh)

1,612,136

1,676,076

1,733,325

1,832,611

Unit

2025

2024

2023

Baseline 2019

Gross Scope 3 emissions (all relevant categories)

4,5

Tonnes CO₂e

6,197,690

5,716,211

5,591,071

5,025,169

Scope 3 intensity

Tonnes CO₂e per million of Total Revenue

105.5

105.7

122.0

171.1

The table above presents all emission sources required under the UK Streamlined Energy and Carbon Reporting (SECR) requirements. The portion of total global energy and

emissions originating from AstraZeneca’s UK and offshore area footprint were as follows: energy use 236,850 MWh (15%); Scope 1 site energy, non-energy and fleet emissions

10,941 tCO₂e (17%); Scope 2 site-imported energy emissions using market-based accounting 0 tCO₂e (0%); and Scope 2 site-imported energy emissions using location-based

accounting 20,494 tCO₂e (9%).

96% of Scope 2 market-based GHG emissions are associated with contractual instruments such as energy attribute certificates and power purchase agreements.

Biomethane certificates are applied in Scope 1 with a CO₂ factor of zero; non-CO₂ emissions are reported.

Scope 3 GHG emissions (excluding Category 9) was 6,070,258 tCO₂e.

Regular data review is carried out to enhance accuracy, consistency of measurement across periods and reflect major business change. Reviews in 2025 resulted in revisions to

figures reported in previous years primarily arising from: i) Revision of spend data methodology for Scope 3 categories 1,4,6 and use of latest emission factors, and ii) Alignment of

capital goods (category 2) data and classifications to financial reporting scope. These changes are applied consistently across all prior years, and resulted in a reduction to the 2019

baseline by 12%.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review | People and Sustainability

People and Sustainability

Climate change

continued

Climate change adaptation

Climate change is expected to increase the

frequency of extreme weather and climate-

related natural disasters. This may cause

disruption to our own and third-party

supplier sites and distribution routes due

to increased exposure to climate hazards.

Medicine shortages due to climate disasters

could lead to delayed supply of critical

medicines, impacting patients. To mitigate

exposure and build resilience to the risks

presented by climate change, we identify

and integrate risks into site business

continuity and mitigation plans and in

supply chain design.

Our Business Continuity Standard outlines

the principles for consistent business

continuity process and governance, in

order to support effective and sustainable

business resilience across AstraZeneca.

Business continuity and mitigation plans

To mitigate exposure and increase resilience

to acute extreme weather events and

longer-term shifts in climate patterns,

identified climate risks are integrated into

sites’ business continuity and mitigation

plans. Examples of climate change

adaptation solutions implemented in 2025

include improving emergency response

plans in relation to climate hazards.

In 2025, three new material construction

projects were assessed on their exposure to

physical climate risks based on their location

and activities, using a high-carbon scenario.

The assessment included dependencies on

local communities and adaptation measures

have been integrated into the design where

feasible to protect the construction and to

secure delivery of medicines to patients.

Climate-related risks in the supply chain are

covered by supply chain design (e.g. dual

sourcing, strategic planning for safety stock)

as part of product-level business continuity

management.

Climate risk management

We follow the science to manage the risks

presented by climate change and to build

resilience against any such risks. The

identification and assessment of climate risk

forms part of our existing risk management

processes. We conduct scenario analyses

using a low/medium/high case scenario

based on the Intergovernmental Panel on

Climate Change scenarios, namely Shared

Socioeconomic Pathways (SSPs) and

Representative Concentration Pathways

(RCPs).

Impacts on climate change

Based on our current business model and

reduced GHG emissions footprint,

contribution to climate change is not

considered to be a material impact. However,

we have identified a material impact related

to climate change adaptation; see page 206.

Climate-related physical risks

We have developed a process to conduct

deep dive risk assessments for AstraZeneca

sites, taking a risk-based approach. We have

conducted scenario analysis based on a

broad range of climate scenarios (SSP1-

RCP2.6, SSP2-RCP4.5 and SSP5-RCP8.5)

taking into consideration the likelihood,

magnitude and duration of the hazards.

As a part of the physical climate risk

assessments, the resilience of the sites is

assessed factoring in downtime of supply

and backup from dual sourcing. No material

physical climate-related financial risks have

been identified.

Our strategy for adaptation is aligned to a

high-emission scenario. Where appropriate,

the risk mitigation measures and

interventions are escalated to site

management and captured on the local

risk register. Identified risks are addressed

in local business continuity plans or by

technical mitigations in site master plans.

Short-, mid- and long-term financial

planning includes required investments.

Climate-related transition risks

Climate-related transition risks and

opportunities are assessed both at

enterprise and product levels, including

prioritised medicines where LCA data is

available. Through scenario analysis, risks

and opportunities were identified to cover

medicines in the therapy areas of Oncology,

CVRM and R&I to see how drivers such as

regulations, access to renewable energy,

technology shifts, market expectations

and reputational aspects can impact our

financial forecast. In addition, transition

risks and opportunities have been identified

at enterprise level for transportation,

renewable energy, and raw materials

represented by F-gases used in our

inhaled respiratory portfolio.

Our climate strategy is designed to address

transition risks and opportunities in a

low-carbon scenario and a pathway

aligned with our SBTs of limiting global

warming to 1.5°C.

For more information regarding

our Business Continuity

Standard, see page 211.

For more information regarding

the scenario analysis

conducted within the resilience

analysis process, see page 214.

For more information regarding

how the Group assesses its

resilience against risks

including climate-related risks

through a viability assessment,

see the Viability Statement

on page 46.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

continued

Nature

As we work to enhance patient

health outcomes through advances

in medical treatments, we aim to

manage our dependencies and

impacts on nature by designing them

out where we can, and addressing

those that remain across our raw

material sourcing, production,

use and disposal of our medicines.

We strive to minimise the environmental

impact of our products from discovery to

disposal, in alignment with our Code of

Ethics. This approach is embedded into

key internal processes and procedures

throughout the life-cycle of our medicines,

such as the OneSHE Framework.

Use and sourcing of raw materials

The development, manufacture and testing

of medicines requires a wide range of

ingredients, including chemicals and

excipients, many requiring complex inputs to

manufacture. We rely on materials sourced

from wild species, such as horseshoe crab

blood. We aim to manage adverse impacts

that drive nature loss such as land use

change and deforestation, unsustainable use

of freshwater, GHG emissions and pollution.

Assessing nature risks

As part of our double materiality assessment,

we assessed our nature-related impacts

based on current visibility of our interfaces

with nature. As we gain understanding of

connections to nature within our supply

chain, we aim to identify and assess adverse

impacts and risks, developing action plans

for responsible supply chain management.

Reducing the reliance on horseshoe crabs

To ensure the patient safety of injectable

medicines there are global regulatory

requirements to test raw materials, water

systems and products for the presence

of endotoxins, a significant risk to patient

safety. Until recently, the blood of horseshoe

crabs has been the only ingredient suitable

to make the reagents needed to perform

these tests. We are advocating for

harmonised regulations to simplify the

transition for product testing from horseshoe

crab blood to synthetics. In the interim, most

of our labs have transitioned to more

efficient methods for endotoxin testing of

water systems and in 2025, have reduced

this dependency further by transitioning

to a synthetic alternative for this purpose.

Pharmaceuticals in the environment

Pharmaceutical residues entering the

environment is currently an unavoidable

result of the patient use of medicines. We

recognise our most material water pollution

impact as the APIs in our products. APIs are

biologically active molecules and may interact

with and impact wildlife in the environment.

We have ongoing programmes and

processes across the value chain to

understand and minimise the impact of

pharmaceuticals in the environment (PiE),

as part of our ambition to lower the

environmental burden of healthcare, while

improving health outcomes and reducing

our exposure to environmental risks.

Environmental risk assessments

To understand the environmental impacts

of APIs, we complete Environmental Risk

Assessments (ERAs) before the approval

of a new medicine and, using experimental

data, identify target concentrations of our

APIs considered to pose insignificant risk

to the environment. These are also utilised

to manage our own emissions from the

manufacture of our products. The Safe API

Discharge process sets and monitors target

concentrations of API emissions from

manufacturing to the aquatic environment

that are not to be exceeded by AstraZeneca

and relevant supplier sites. Our ERAs

demonstrate that PiE resulting from use

of our products pose a low or insignificant

environmental risk and are unlikely to cause

adverse impacts. The data meets the

international standards set by regulators,

and we publish summaries of the ERAs and

underlying data on www.astrazeneca.com/

sustainability/resources.html.

EcoPharmacoVigilance

Our EcoPharmacoVigilance (EPV) approach

reviews emerging science and peer-

reviewed literature to inform and improve the

ERAs of our APIs. We monitor measurements

of our products in water bodies across the

world that are published in scientific journals

and publish those results on our website, as

well as our industry-leading EPV dashboard,

where users can visualise this data. It shows

that, where detection of our APIs has been

reported in scientific literature, the measured

concentrations pose low or insignificant

environmental risk in over 99% of cases.

There can be some location-specific

environmental risks for particular

pharmaceuticals, especially in regions where

there may be inadequate sewage treatment

and/or high populations discharging waste

into rivers with low-dilution conditions.

PFAS restrictions

In the EU, the European Chemicals Agency

(ECHA) is evaluating a proposed restriction

of per- and polyfluoroalkyl substances

(PFAS), employing a broad, structure-based

definition of PFAS. The proposal potentially

impacts a family of more than 10,000

chemicals which are used across many

industries. In other jurisdictions, including

the UK, the US and Canada, policymakers

have signalled their intent to restrict, or have

initiated reviews aimed at restricting, PFAS

chemicals. Definitions of PFAS may vary by

jurisdiction, and scopes and timelines for

regulatory action differ.

Not all materials classified as PFAS, nor all

uses of such materials, present equivalent

environmental or human-health risks.

Certain PFAS materials play important roles

across the biopharmaceutical value chain,

supporting process integrity and product

quality; in certain applications, technically

viable alternatives are not available, making

complete substitution challenging.

We apply a science-based approach to our

management of PFAS use, which includes

ongoing evaluation and implementation of

reductions or substitutions of PFAS materials

wherever possible, while continuing to

protect medicines for patients, including

ensuring supply security, patient safety and

regulatory compliance. Proposals for blanket

bans of PFAS that do not account for

essential uses could potentially affect

development, manufacturing, packaging

and drug delivery of medicines, raising a

potential risk of shortages or the removal of

therapeutic options, with significant impact

for patients and public health.

In the EU and globally, we are working with

relevant authorities and experts to ensure

any new regulations regarding the use of

PFAS meet patient, public health and

environmental needs, and protect the

supply of medicines to patients in the EU

and globally. These activities include

industry-wide engagements in public-

private partnerships on PFAS exposure,

emissions, and end-of-life management

in the healthcare sector, as well as our

contributions to the ECHA’s public

consultations on the PFAS Restriction

Proposal.

For more information on our

policies, see page 211.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review | People and Sustainability

Throughout the year the Directors have

considered the factors set out in section

172(1)(a)-(f) of the UK Companies Act 2006,

as well as other factors relevant to the

decision being made. The Board

acknowledges that not every decision made

will necessarily result in a positive outcome

for all stakeholders. By considering our

Purpose and Values, together with

AstraZeneca’s strategic priorities, the Board

aims to ensure that the decisions made are

consistent and intended to promote the

Company’s long-term success.

The Board is required to promote the

success of AstraZeneca for the shareholders

and wider stakeholders who interact with

and are impacted by our business.

The three-year detailed business plan

captures risks to the sales and cost forecasts

at market and SET functional levels. The plan

is used to perform central net debt and

headroom-profile analysis. The following

scenarios have been applied to this analysis

to create a severe but plausible downside

combining a number of the Principal Risks

detailed on pages 48 and 49.

•

Principal Risks:

Pricing, affordability,

access, competitive pressures and failures

or delays in the quality or execution of the

Group’s commercial strategies.

–

Scenario 1: Government action on pricing,

higher than anticipated competition and

other commercial headwinds result in

lower than anticipated growth rates for

our medicines.

–

Scenario 2: A significant incident leads

to reputational damage in a key market

resulting in an ongoing 10% reduction

in revenue achieved in this market.

•

Principal Risk:

Failure or delay in

the delivery of our pipeline or launch

of new medicines.

–

Scenario 3: Assumes no launches

of new products.

•

Principal Risk:

Failure to maintain

supply of compliant, quality medicines.

–

Scenario 4: Major equipment failure or a

significant regulatory observation at one

of our major manufacturing sites results

in a 12-month loss of manufacturing

capability for one of our key oncology

products, leading to supply interruption.

•

Principal Risks:

Failure in information

technology or cybersecurity, adverse

outcome of litigation and/or government

investigations.

–

Scenario 5: A cyber incident results

in interruption to manufacturing and

associated penalties.

In addition, the Board has considered more

stressed scenarios, including restrictions

on debt factoring and no access to capital

markets to raise new debt. In each scenario

(or combination of scenarios above), the

Group is able to rely on its existing cash,

cash equivalents and short-term fixed

income investments, committed credit

facilities, leverage its cost base, reduce

capital expenditure and take other cash

management measures to mitigate the

impacts and still have residual capacity

to absorb further shocks.

Based on the results of this analysis, the

Directors have a reasonable expectation

that the Company will be able to continue

in operation and meet its liabilities, as they

fall due, over the three-year period of their

assessment.

In accordance with provision 31 of the 2024

UK Corporate Governance Code, the Board

has determined that a three-year period

to 31 December 2028 constitutes an

appropriate period over which to provide

its viability statement.

The Board assesses the Company’s

prospects using a 10-year long-range

projection. It notes the rich and varied

portfolio of medicines in development

across a range of therapy areas and the

medicines currently commercialised in

more than 100 markets, concluding that the

Company’s long-term prospects remain

strong. The Board also considers annually

and on a rolling basis, a three-year bottom-

up detailed business plan and, given the

inherent uncertainty involved, believes that

the three-year statement presents readers

of this Annual Report with a reasonable

degree of assurance over the ongoing

viability of the Company, while still

providing a longer-term perspective.

Our Risk Overview can be

found from page 47 to 49. Full

details are given in the Risk

Supplement on our website,

www.astrazeneca.com/

annualreport2025.

The Board and management engaged with key

stakeholders throughout the year to understand

the issues and factors that are significant for these

stakeholders, and a number of actions were taken

as a result of this engagement.

These interactions, and the outcomes and actions which resulted, are set out in the Connecting with

our stakeholders section from page 74 and throughout the Strategic Report.

We are committed to being a great place to work

for the global workforce.

Details on engagement with employees can be found on page 39 of the Business Review, on page 78

of the Corporate Governance Report, page 85 and 86 in the Audit Committee Report and page 109 of the

Remuneration Committee Report.

We are committed to employing high ethical

standards when carrying out all aspects of our

business globally. Our Code of Ethics (the Code)

is based on our Values, expected behaviours and

key policy principles.

More information on the Code can be found on page 34.

We recognise patients as people first and put

them at the heart of what we do.

Further information on the importance of patients to the business can be found on page 31 of the

Business Review and page 74 of the Corporate Governance Report.

Principal Decisions are decisions and discussions

which are material or strategic to the Group and

also those that are significant to our key

stakeholder groups.

The consideration and impact of the Group’s operations on the environment and how the Group has

considered other factors, such as communities and suppliers, can be found throughout the People and

Sustainability section from page 38 of the Business Review.

Details of how the Board operates and matters considered by the Board are set out in the Corporate

Governance Report from page 71.

Details on the Board and SET composition and gender diversity can be found on pages 39, 68, and 80.

Examples of how Directors discharged their duties and considered stakeholders when making Principal

Decisions during 2025 are set out on page 77.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Business Review

Section 172(1) Statement

Viability Statement

Managing risk

Our approach to risk management is designed

to encourage clear decision making on which

risks we take and how we manage and mitigate

these risks. We strive to embed sound risk

management within our strategy, planning,

budgeting and performance management

processes. The Board defines the Group’s

risk appetite. This enables the Group, in both

quantitative and qualitative terms, to judge

the level of risk it is prepared to take in

achieving its overall objectives.

The Senior Executive Team (SET) is required

by the Board to oversee and monitor the

effectiveness of the risk management system.

Within each SET function, leadership teams

discuss the risks the business faces. Quarterly,

each SET function assesses changes to these

risks, new and emerging, and mitigation

plans. These are assimilated into a Group

Risk Report for the Board, Audit Committee

and SET.

Global Compliance, Finance and Group

Internal Audit support management and

the Board by providing assurance over

our internal controls and risk management

system. The Board believes that existing

processes provide it with adequate

information on the risks and uncertainties

we face. The Board has carried out a robust

assessment of the emerging and Principal

Risks facing the Group. Our Principal Risks

are those risks that are most likely to

significantly impact delivery of our business

strategy or future performance and are

a subset of the total risk landscape facing

the Group. The table on pages 48 and 49

provides insight into these Principal Risks.

Emerging risks

We monitor our business activities and

external and internal environments for new,

emerging and changing risks to ensure

these are managed appropriately. Annually,

we combine input from each SET function

and external insight to scan the horizon for

emerging risks and a summary is presented

to the Audit Committee and the Board.

Emerging risks continue to be monitored

as part of the ongoing risk management

processes outlined above.

Climate risk

The identification and assessment of climate

risk forms part of our existing risk management

processes. ‘Failure to meet our sustainability

targets, regulatory requirements and

stakeholder expectations with respect to the

environment’ incorporates climate risk within

its scope and is a component of the Group’s

risk landscape but is not currently considered

to be a Principal Risk for the Group.

Cybersecurity risk

Our approach to identifying, assessing and

managing cybersecurity risks (including

those that result from the use of third parties

in business processes and data management)

is integrated within our Group-wide approach

to managing risk. Mitigation includes a

comprehensive cybersecurity programme

comprising executive oversight, defined

standards, prioritised investment, active

defence operations, and technology

optimisation. Cyber risks are monitored and

mitigation effectiveness regularly reported

in KPI dashboards provided to management

and the Audit Committee. Incidents are

managed and reported using the

cybersecurity incident management

framework which in turn is connected to

the Group’s crisis management framework.

“We take smart risks.”

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Risk Overview

Risk category and Principal Risks

Context/potential impact

Management actions

Trend

Product pipeline risks

Failure or delay in

the delivery of our

pipeline or launch

of new medicines

The development of pharmaceutical product candidates

is a complex, risky and lengthy process involving significant

resources. A project may fail at any stage of the process due

to a number of factors, which could adversely affect our

reputation, future business and results of operations.

•

Prioritise and accelerate our pipeline.

•

Strengthen pipeline through acquisitions,

licensing and collaborations.

•

Focus on innovative science in our main

therapy areas.

•

Improve R&D productivity.

Failure to meet

regulatory

or ethical

requirements

for medicine

development

or approval

We are subject to laws and regulations that control our ability

to market our pharmaceutical products. Delays in regulatory

approvals could delay our ability to market our products and

may adversely affect our revenue.

•

Quality management systems incorporating

monitoring, training and assurance activities.

•

Collaborating with regulatory bodies and

advocacy groups to monitor and respond

to changes in the regulatory environment,

including revised processes, timelines

and guidance.

Commercialisation risks

Pricing,

affordability,

access and

competitive

pressures

The pricing and market access environment is highly

complex and subject to dynamic economic, political and

social pressures. Deterioration in socio-economic conditions

may affect customers’ ability or willingness to purchase our

medicines and may adversely affect our business and

results of operations.

•

Implementation of pricing, reimbursement

and policy frameworks.

•

Focus on key products.

•

Demonstrate value of medicines/health

economics.

•

Implement innovative value-based agreements

focused on patient outcomes.

•

Global footprint.

•

Diversified portfolio.

Failures or delays

in the quality or

execution of

the Group’s

commercial

strategies

A failure to execute our commercial strategies or achieve

the level of sales anticipated for a medicine could materially

impact our business.

•

Focus on key products.

•

Substantial investment in sales and

marketing activities.

•

Accelerate execution of plans and risk sharing

through business development and strategic

collaborations and alliances.

Supply chain and business execution risks

Failure to maintain

supply of

compliant,

quality medicines

Supply chain difficulties may result in product shortages

which could lead to lost product sales and materially affect

our reputation and results of operations.

•

Establishment of new manufacturing facilities,

creating capacity and technical capability

to support new product launches.

•

Contingency plans, including dual sourcing,

multiple suppliers and close monitoring and

maintenance of stock levels.

•

Business continuity and resilience initiatives,

disaster and data recovery, and emergency

response plans.

•

Quality management systems.

Failure in

information

technology or

cybersecurity

Significant disruption to our IT systems, including

cybersecurity breaches, or failure to comply with applicable

laws or regulations could harm our reputation and materially

affect our financial condition or results of operations.

•

Penetration testing and targeted remediation.

•

Data and application access hardening.

•

Identity and network controls improvement

to protect priority areas.

•

Compliance with emerging cybersecurity

laws and regulations.

•

Defence operations capability upgrade.

•

Enhanced Cloud asset monitoring.

•

Strengthening user device authentication.

•

Regular cybersecurity and privacy training

for employees.

Failure to collect

and manage data or

AI in line with legal

and regulatory

requirements and

strategic objectives

There is an increasing range of legislative and regulatory

requirements to manage data across all countries where we

conduct business such as restricting the movement of data

between countries or how we make use of new technological

capabilities such as AI. Failure to protect data effectively

or the inappropriate use of technologies such as AI may lead

to competitive disadvantage and/or loss of trust from key

stakeholders, including patients, and prevent us from

reaching our strategic objectives. In addition, failure to

identify, prioritise and scale the appropriate AI opportunities

may limit our ability to realise the benefits of AI in support

of our strategic objectives.

•

Enterprise Data Council.

•

Enterprise AI Governance Framework

and Standard.

•

Data Privacy Framework and privacy

impact assessment process.

Principal Risks

Strategy key

Science and Innovation

Growth and Therapy

Area Leadership

People and Sustainability

Achieve Group

Financial Targets

Trend key

Increasing risk

Decreasing risk

Unchanged

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Risk Overview

continued

Risk category and Principal Risks

Context/potential impact

Management actions

Trend

Legal, regulatory and compliance risks

Safety and

efficacy

of marketed

medicines

is questioned

Safety concerns relating to our products may lead to recalls,

seizures, interruption of supply and loss of product approvals,

which could adversely affect patient access, our reputation

and our revenues. Significant product liability claims could

also arise, which may be costly, divert management attention,

reduce demand for our products and damage our reputation.

•

Robust processes and systems in place

to manage patient safety and efficacy trends

as well as externally reported risks through

regulatory agencies and other parties. This

includes a comprehensive pharmacovigilance

programme supplemented by close monitoring

and review of adverse events.

Adverse outcome

of litigation and/or

governmental

investigations

Our business is subject to a wide range of laws and

regulations around the world. Actual or perceived failure to

comply may result in AstraZeneca and/or its employees being

investigated by government agencies and authorities and/or

in civil legal proceedings.

Government investigations, litigations, and other legal

proceedings, regardless of outcome, could be costly,

divert management attention, or damage our reputation

and demand for our products.

Unfavourable resolutions to proceedings against us could

subject us to criminal liability, fines, penalties or other

monetary or non-monetary remedies, including enhanced

damages, requiring us to make significant provisions in our

accounts relating to legal proceedings, and could materially

adversely affect our business or results of operations.

•

Established compliance framework with

strong ethical and compliance culture.

•

Combined internal and external counsel

management.

IP risks related

to our products

The pharmaceutical industry is experiencing pressure from

governments and other payers to impose limits on IP

protections to manage healthcare costs. If we are unable

to obtain, defend and enforce our IP, we may experience

accelerated and intensified competition.

•

Active management of IP rights and IP litigation.

Failure to meet

regulatory

and ethical

expectations

on commercial

practices,

including

anti-bribery/

anti-corruption,

anti-fraud and

scientific

exchanges

Any failure to comply with applicable laws, rules and

regulations, including anti-bribery/anti-corruption and

anti-fraud legislation, may result in civil and/or criminal legal

proceedings and/or regulatory sanctions, fines or penalties,

impacting financial results.

•

Strong ethical and compliance culture.

•

Established compliance framework including

annual Code of Ethics training for all employees.

•

Focus on due diligence and oversight of

third-party engagements.

Economic and financial risks

Geopolitical

and/or macro-

economic

volatility disrupts

the operation

of our global

business

With an active presence in more than 80 countries, we are

subject to political, socio-economic and financial factors

around the world. A sustained global economic downturn

or significant changes to exchange rates may adversely

impact our business. Geopolitical tensions may lead to the

imposition, alteration or escalation of trade controls, tariffs,

taxes or other restrictions to market access, which may

increase our costs or reduce revenues.

•

Focus on key products.

•

Demonstrate value of medicines/health

economics.

•

Diversified portfolio.

•

Global manufacturing capability.

Failure to achieve

strategic plans

or meet targets

or expectations

Failure to successfully implement our business strategy

may frustrate the achievement of our targets and materially

damage our brand, business, financial position or results

of operations.

•

Focus on key products and innovative science

in our core therapy areas.

•

Strengthen pipeline through acquisitions,

licensing and collaborations.

•

Appropriate capital structure and balance sheet.

•

Portfolio-driven decision-making process

governed by senior executive-led committees.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Risk Overview

“AstraZeneca achieved Total Revenue

of $58.7 billion in 2025, driven

predominantly by $58.6 billion

of Product Revenue, representing

growth of 9% (CER: 8%).”

2025 delivered strong

commercial performance,

driven by business-wide

growth and exceptional

pipeline delivery.

In the US, we had overall growth of 8%,

with Product Sales of $23.4 billion, reflecting

continued momentum across the Oncology

portfolio. Product Sales rose in Emerging

Markets by 11% (CER: 13%) to $15.1 billion

and in Europe by 11% (CER: 7%) to $12.0 billion,

with Oncology and

Farxiga

driving the

increases in both regions. In Established

Rest of World markets, there was growth

of 3% (CER: 3%) to $5.1 billion due to

growth in Oncology.

Alliance Revenue increased by 39% (CER:

38%) to $3.1 billion, including $1.8 billion from

Enhertu

, which has shown continued growth

since achieving blockbuster status in 2023.

Collaboration Revenue decreased by 89%

(CER: 89%) to $0.1 billion.

Proﬁtability

Reported Earnings Per Share (EPS) was

$6.60 in the year (2024: $4.54) and Core

EPS was $9.16 (2024: $8.21) driven by

improved Operating Margin from Total

Revenue growth. Reported EPS benefited

from a lower intangible impairment impact

than in 2024.

Key milestones/approvals

Our continued investment in the pipeline

yielded several significant approvals

and milestones in the year, notably for

Saphnelo

Beyonttra

Datroway

and

Enhertu

In December 2025,

Saphnelo

was approved

in the European Union (EU) for subcutaneous

self-administration as a pre-filled pen

for adult patients with systemic lupus

erythematosus (SLE) on top of standard

therapy. In March 2025,

Beyonttra

launched

in Japan where Alexion holds the exclusive

licence to develop and commercialise.

In June 2025,

Datroway

was approved in

the US for the treatment of adult patients

with locally advanced or metastatic

EGFR-mutated NSCLC who have received

prior EGFR-directed therapy and platinum-

based chemotherapy. In December 2025,

As anticipated, 2025 was an unprecedented

year in advancing the 2030 ambition.

Financially, we continued to make strong

progress towards our $80 billion Total

Revenue goal, while sustaining significant

investment in the R&D that will drive growth

well beyond 2030. Making well-informed

capital allocation decisions across R&D,

business development and Capex projects,

while continuing to grow the underlying

business and manage risk remains the

highest priority.

Total Revenue growth

AstraZeneca achieved Total Revenue of

$58.7 billion in 2025, including $58.6 billion

of Product Revenue and $0.1 billion of

Collaboration Revenue, with growth of

9% (CER: 8%). In 2025, we delivered

16 blockbuster medicines in total, including

Tezspire

Enhertu

and

Beyfortus

which are

medicines included in collaborations with

alliance partners.

Product Sales grew by 9% (CER: 9%) to

$55.6 billion, with 13 blockbuster medicines.

Demand growth for our Oncology and CVRM

products and new launch indications

in Oncology, delivered continued Product

Sales growth, with Oncology achieving

17% (CER: 16%) and CVRM achieving 3%

(CER: 2%).

Farxiga

($8.4 billion),

Tagrisso

($7.3 billion) and

Imfinzi

($6.1 billion) each

delivering strong results once again, while

Calquence

also showed continued growth.

Within Rare Disease,

Ultomiris

achieved

Product Sales of $4.7 billion, an increase of

20% (CER: 19%), due to increased demand

and continued conversion from

Soliris

Enhertu

, in combination with pertuzumab,

was approved in the US for the 1st-line

treatment of adult patients with unresectable

or metastatic HER2-positive breast cancer.

Harmonised listing structure

In November 2025, our shareholders voted

99.36% in favour of the Board’s proposal

to harmonise the Company’s listing structure

in London, Stockholm and New York. On

2 February 2026, AstraZeneca Ordinary

Shares were directly listed on the New York

Stock Exchange, replacing the US listing of

AstraZeneca ADSs on Nasdaq. This new listing

structure will offer flexibility to access the

broadest available pool of capital, including

in the US, and enable more shareholders to

participate in AstraZeneca’s exciting future.

2025 was a year of enormous change,

and the pace of change is set to accelerate.

AI presents opportunities for productivity

and innovation but also requires us to invest

in our data foundations, technology and

people. I am incredibly proud of our

commitment to continuous improvement

and the growth and agility demonstrated

by our leaders, teams, and entire organisation

throughout the year. With this momentum,

we enter 2026 with confidence and a

relentless focus on delivering sustainable

long-term growth.

Aradhana Sarin

Chief Financial Officer

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

Summary performance in 2025

Reported

CER

Core

2025

2024

% Actual

change

CER

growth

Growth

due to

exchange

effects

% CER

change

2025

2024

% Actual

change

- Product Sales

55,573

50,938

4,459

176

55,573

50,938

- Alliance Revenue

3,067

2,212

845

3,067

2,212

Product Revenue

58,640

53,150

5,304

186

58,640

53,150

Collaboration Revenue

923

(89)

(826)

(89)

923

(89)

Total Revenue

58,739

54,073

4,478

188

58,739

54,073

Cost of sales

(10,633)

(10,207)

(527)

101

(10,709)

(9,601)

Gross profit

48,106

43,866

3,951

289

48,030

44,472

Operating expenses

(34,744)

(34,115)

(427)

(203)

(29,935)

(27,794)

Other operating income and expense

381

252

134

(4)

383

250

Operating profit

13,743

10,003

3,658

18,478

16,928

Net finance expense

(1,334)

(1,284)

(60)

(1,092)

(1,169)

(7)

Share of after tax losses of joint ventures and associates

(7)

(28)

(74)

(1)

(77)

(7)

(28)

(74)

Profit before tax

12,402

8,691

3,620

17,379

15,731

Taxation

(2,169)

(1,650)

(499)

(20)

(3,170)

(3,001)

Profit after tax

10,233

7,041

3,121

14,209

12,730

Basic earnings per share ($)

6.60

4.54

2.01

0.05

9.16

8.21

As detailed on page 53, CER growth is calculated using prior year actual results adjusted for certain exchange rate effects, including hedging.

Effective 1 January 2025, the Group has updated the presentation of Total Revenue on the face of the Statement of Comprehensive Income to include a new subtotal ‘Product

Revenue’ representing the summation of Product Sales and Alliance Revenue. Product Revenue and Collaboration Revenue form Total Revenue. Product Sales and Alliance Revenue

will continue to be presented separately, with the new subtotal providing additional aggregation of revenue types with similar characteristics, reflecting the growing importance of

Alliance Revenue. The comparative period has been retrospectively adjusted to reflect the additional subtotal.

Highlights

Financial performance

Total Revenue: Therapy Areas

Total Revenue: geographical areas

Emerging Markets

12%

growth

(CER: 14%)

CVRM

growth

(CER: 2%)

10%

growth

Oncology

15%

growth

(CER: 14%)

Europe

growth

(CER: 1%)

Rare

Disease

growth

(CER: 4%)

Established RoW

growth

(CER: 6%)

R&I

13%

growth

(CER: 12%)

V&I

-13%

decrease

(CER: -14%)

Other

Medicines

-9%

decrease

(CER: -8%)

$55.6bn

9% growth

(CER: 9%)

$3.1bn

39% growth

(CER: 38%)

$13.7bn

37% growth

(CER: 36%)

$0.1bn

-89% decrease

(CER: -89%)

$18.5bn

9% growth

(CER: 9%)

$6.60

45% growth

(CER: 43%)

$9.16

12% growth

(CER: 11%)

Product

Sales

Alliance

Revenue

Operating

profit – Reported

Operating

profit – Core

Collaboration

Revenue

EPS –

Reported

EPS –

Core

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

Business background

and results overview

The business background is covered in

the Healthcare in a Changing World section

from page 6, the Therapy Area Review

from page 12, and the Our Strategy and

Key Performance Indicators section from

page 10, which describe in detail the

business developments of our products.

As described earlier in this Annual Report,

sales of our products are directly influenced

by medical need and are generally paid for

by health insurance schemes or national

healthcare budgets. Our operating results

can be affected by a number of factors other

than the delivery of operating plans and

normal competition.

Over the longer term, the success of our

R&D is crucial, and we devote substantial

resources to this area. The benefits of this

investment are expected to emerge over

the long term and there is considerable

inherent uncertainty as to the scale and

timing of outcomes and their transition

to saleable products.

Measuring performance

Reported and Core performance are referred

to in this Financial Review when reporting on

our performance in absolute terms, but more

often in comparison with earlier years:

•

Reported performance takes into account

all the factors (including those which

we cannot influence, such as currency

exchange rates) that have affected the

results of our business. The Consolidated

Financial Statements have been prepared

in accordance with UK-adopted IAS and

with the requirements of the Companies

Act 2006 as applicable to companies

reporting under those standards.

The Consolidated Financial Statements

also comply fully with IFRS Accounting

Standards as issued by the IASB and IAS

as adopted by the EU.

•

Core performance measures are adjusted

to exclude certain significant items, using

a set of established principles.

Use of non-GAAP performance measures

CER, Core performance measures, Gross

Margin, Operating Margin, Earnings before

interest, taxes, depreciation and amortisation

(EBITDA) and Net debt are non-GAAP

performance measures because they

cannot be derived directly from the

Financial Statements.

By disclosing non-GAAP performance and

growth measures, in addition to our Reported

financial information, we are enhancing

investors’ ability to evaluate and analyse

the financial performance and trends of

our ongoing business and the related key

business drivers. The adjustments are made

to our Reported financial information in order

to show non-GAAP performance measures

that illustrate clearly the impact on our

performance of factors such as changes

in revenues and expenses driven by volume,

prices and cost levels relative to such prior

years or periods. These non-GAAP

performance measures are not a substitute

for, or superior to, financial measures

prepared in accordance with GAAP.

As shown in the 2025 Reconciliation of

Reported results to Core results table on

page 55, our reconciliation of Reported

financial information to Core performance

measures includes a breakdown of the items

for which our Reported financial information

is adjusted, and a further breakdown by

specific line item, as such items are reflected

in our Reported income statement. This

illustrates the significant items that are

excluded from Core performance measures

and their impact on our Reported financial

information, both as a whole and in respect

of specific line items.

Management presents these results

externally to meet investors’ requirements

for transparency and clarity. Core financial

measures are also used internally in the

management of our business performance, in

our budgeting process and when determining

compensation. As a result, Core performance

measures allow investors to differentiate

between different kinds of costs, but they

should not be used in isolation.

Our determination of non-GAAP measures,

and our presentation of them within this

Financial Review, may differ from similarly

titled non-GAAP measures of other companies.

The SET retains strategic management of

the costs excluded from Reported financial

information in arriving at Core financial

measures, tracking their impact on Reported

Operating profit and EPS, with operational

management being delegated on a case-by-

case basis to ensure clear accountability

and consistency for each cost category.

We strongly encourage readers of this

Annual Report not to rely on any single

financial measure but to review our Financial

Statements, including the Notes thereto,

and our other publicly filed reports, carefully

and in their entirety.

Further details of the risks

faced by the business are given

in Risk Overview from page 47

and in the Risk Supplement at

www.astrazeneca.com/

annualreport2025.

For a detailed definition of

Core measures, see page 53.

Also refer to the Summary

performance in 2025 table on

page 51, the 2025

Reconciliation of Reported

results to Core results, and the

Excluded from Core results

tables on page 55, for our

discussion of comparative

growth measures.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

continued

Non-GAAP measures: definitions

Revenue

Constant exchange rate

(CER) growth rates

Reconciliation, see

page 55.

Definition:

Retranslation of the current year’s performance

at the previous year’s average exchange rates, adjusted

for other exchange effects, including hedging.

Why we use them:

CER measures allow us to focus on the

changes in revenues and expenses driven by volume, prices

and cost levels relative to the prior period. Revenues and cost

growth expressed in CER allow management to understand

the true local movement in revenues and costs, in order

to compare recent trends and relative return on investment.

CER growth rates can be used to analyse revenues in a number

of ways but, most often, we consider CER growth by products

and groups of products, and by countries and regions.

CER revenue growth can be further analysed by revenue

volumes and selling price. Similarly, CER cost growth helps

us to focus on the real local change in costs so that we can

manage the cost base effectively.

Limitations:

CER measures are not always better indicators of

performance. Where countries are subject to high inflation and

currencies that depreciate persistently, adjusting out the effect

of foreign exchange fluctuations could give an overly

optimistic view of growth.

Profitability

Core performance

measures

Reconciliation, see

page 55.

Core performance measures

are adjusted to exclude certain

significant items. In determining the adjustments to arrive at

the Core result, we use a set of established principles relating

to the nature or materiality of individual items or groups of

items, excluding, for example, events which are (i) outside

the normal course of business, (ii) incurred in a pattern that is

unrelated to the trends in the underlying financial performance

of our ongoing business, or (iii) related to major acquisitions,

to ensure that investors’ ability to evaluate and analyse the

underlying financial performance of our ongoing business

is enhanced.

Our Core adjustments are summarised as:

Restructuring costs

, including charges and provisions related

to our global restructuring programmes on our capitalised

manufacturing facilities and IT assets. These can take place

over multiple reporting periods, given the long life-cycle of

our business.

Why we use them:

We adjust for these charges and provisions

because they primarily reflect the financial impact of change

to legacy arrangements, rather than the underlying

performance of our ongoing business.

Intangible amortisation and impairments

, including

impairment reversals but excluding any charges relating

to IT assets. Intangibles generally arise from business

combinations and individual licence acquisitions.

Why we use them:

We adjust for these charges because

their pattern of recognition is largely uncorrelated with

the underlying performance of the business.

Other specified items

, principally comprise acquisition-related

costs and credits, which include the imputed finance charges

and fair value movements relating to contingent consideration

on business combinations, imputed finance charges and

remeasurement adjustments on certain Other payables, arising

from intangible asset acquisitions, remeasurement adjustments

relating to Other payables and debt items assumed from the

Alexion acquisition and legal settlements.

Why we use them:

We adjust for these items to enable a

more meaningful comparison of the performance of acquired

businesses and products to that of internally developed

products, as well as removing charges whose pattern of

recognition is largely uncorrelated to the underlying

performance of the business.

It should be noted that some costs excluded from our Core

results, such as intangible amortisation and finance charges

related to contingent consideration, will recur in future years,

and other excluded items such as impairments and legal

settlement costs, along with other acquisition-related costs,

may recur in the future.

Limitations:

Core results exclude significant costs (such as

restructuring, intangible amortisation and impairments, and

other acquisition-related adjustments), but incorporate

associated benefits, including Product Sales arising from

business combinations, asset acquisitions and assets which

have been amortised, as well as the benefits resulting from

restructuring activities and, as such, they should not be regarded

as a complete picture of the Group’s financial performance,

which is presented in its Reported results. The exclusion of the

adjusting items may result in Core earnings being materially

higher or lower than Reported earnings.

AstraZeneca

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Profitability continued

Gross Margin

Reconciliation,

see page 55.

Definition:

Gross Margin is defined as Gross profit

as a percentage of Total Revenue.

Why we use it:

This measure sets out gross profitability

when taking account of only direct Cost of sales. It is a key

performance measure of the contribution to fund operating

costs and overall quality of the business.

Limitations:

Gross Margin excludes operating expenses,

like marketing and administrative costs, so it doesn’t reflect

overall profitability.

Operating Margin

Reconciliation,

see page 55.

Definition:

Operating profit as a percentage of Total Revenue.

Why we use it:

This measure sets out profitability derived from

operating activities before the impact of finance costs and tax.

It is a key performance measure of the overall quality of the

operations of the business.

Limitations:

Operating Margin excludes the impact of financing

costs and therefore should not be regarded as a full picture

of revenue performance.

EBITDA

Reconciliation,

see page 59.

Definition:

Reported Profit before tax after adding back Net

finance expense, results from joint ventures and associates,

and charges for Depreciation, amortisation and impairment.

Why we use it:

EBITDA allows us to understand our baseline

profitability, removing any ‘non-operational’ expenses and

non-cash items that are not considered by management

to be reflective of the underlying performance of the Group.

Limitations:

EBITDA does not take account of the cost

of investment to generate revenues, hence is not always

the best indicator of performance.

Cash flow and liquidity

Net debt

Reconciliation,

see page 61.

Definition:

Interest-bearing loans and borrowings and Lease

liabilities, net of Cash and cash equivalents, Other investments

and Net derivative financial instruments.

Why we use it:

Net debt is a measure that provides valuable

additional information regarding the Group’s net financial

liabilities and is a measure commonly used by investors and

rating agencies. It facilitates the tracking of one of our key

financial priorities: deleveraging.

Effective 1 January 2025, the Group has replaced the measure ‘Product Sales Gross Margin’ with the measure ‘Gross Margin’. Previously, the measure excluded margin related

to Alliance Revenue and Collaboration Revenue. The new measure is calculated using Gross profit as a percentage of Total Revenue, thereby encompassing all revenue categories,

and is intended to provide a more comprehensive measure of total performance.

Non-GAAP measures: definitions

continued

AstraZeneca

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Strategic Report

Financial Review

continued

2025 Reconciliation of Reported results to Core results

2025

Reported

Restructuring

costs

Intangible

asset

amortisation

and

impairments

Other

2025

Core

Core 2025 compared with

Core 2024

Actual

growth

CER

growth

Gross profit

48,106

(138)

48,030

Gross Margin

–

-1pp

Distribution expense

(579)

–

(579)

Research and development expense

(14,232)

171

236

(13,822)

Selling, general and administrative expense

(19,933)

209

4,059

131

(15,534)

Other operating income and expense

381

(5)

–

383

Operating profit

13,743

237

4,327

171

18,478

Operating Margin %

–

Net finance expense

(1,334)

–

242

(1,092)

(7)

(6)

Taxation

(2,169)

(68)

(825)

(108)

(3,170)

Basic earnings per share ($)

6.60

0.11

2.26

0.19

9.16

2024 Reconciliation of Reported results to Core results

2024

Reported

Restructuring

costs

Intangible

asset

amortisation

and

impairments

Other

2024

Core

Core 2024 compared with

Core 2023

Actual

growth

CER

growth

Gross profit

43,866

569

44,472

Gross Margin

–

Distribution expense

(555)

–

(555)

Research and development expense

(13,583)

275

1,090

(12,211)

Selling, general and administrative expense

(19,977)

312

4,286

351

(15,028)

Other operating income and expense

252

(2)

–

250

(81)

Operating profit

10,003

1,154

5,408

363

16,928

Operating Margin %

–

Net finance expense

(1,284)

–

115

(1,169)

Taxation

(1,650)

(219)

(1,044)

(88)

(3,001)

Basic earnings per share ($)

4.54

0.60

2.82

0.25

8.21

See Excluded from Core results table below for further details of other adjustments.

Each of the measures in the Core columns is a non-GAAP measure.

Refer to page 54 for details on the ‘Gross Margin’ measure which has replaced ‘Product Sales Gross Margin’ effective from 1 January 2025.

Excluded from Core results

Restructuring costs

•

Restructuring costs totalling $237 million (2024: $1,154 million) mainly comprise those incurred on the PAAGR of $232 million

(2024: $1,115 million).

Intangible asset

amortisation and

impairments

•

Amortisation totalling $4,109 million (2024: $3,839 million) relating to intangible assets, except those related to IT. Intangible

impairment charges were $218 million (2024: $1,569 million), excluding those related to IT and other intangibles. Further details

relating to intangible asset amortisation and impairments are included in Note 11 to the Financial Statements from page 151.

Other

•

Other adjustments, excluding taxation adjustments, amounted to $413 million (2024: $478 million).

•

Other adjustments to Reported Selling, general and administrative (SG&A) expense were $131 million (2024: $351 million),

primarily $223 million relating to legal costs and income from net fair value adjustments to contingent consideration balances

of $97 million (2024: expense of $311 million). See Note 20 to the Financial Statements from page 160 for details on contingent

consideration balances, and Note 30 from page 181 for information on legal proceedings ongoing as of 31 December 2025.

•

Other adjustments to Reported Net finance expense of $242 million (2024: $115 million) include discount unwind charges

on liabilities arising from business combinations and on liabilities resulting from the

Enhertu

collaboration agreement.

•

Other adjustments to Reported Taxation amounted to $108 million (2024: $88 million).

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

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Financial Statements

Strategic Report

Financial Review

In 2025, we succeeded in delivering

16 blockbuster drugs. Our five largest selling

products in the year were

Farxiga

($8,492 million),

Tagrisso

($7,254 million),

Imfinzi

($6,063 million),

Ultomiris

($4,718 million) and

Calquence

($3,518 million).

Total Revenue

Total Revenue for 2025 was up 9% (CER:

8%) to $58,739 million, comprising Product

Sales of $55,573 million, up 9% (CER: 9%),

Alliance Revenue of $3,067 million,

an increase of 39% (CER: 38%), and

Collaboration Revenue of $99 million,

a decrease of 89% (CER: 89%).

Product Sales

2025

2024

Actual

growth

CER

growth

Commentary

Product Sales by Therapy Area

Oncology

23,698

20,275

Tagrisso

sales increase by 10% (CER: 10%) reflecting strong

demand growth across all indications and key regions.

Imfinzi

Product Sales increased by 29% (CER: 28%) due

to new launch indications in bladder cancer and lung cancer.

Calquence

continued its growth with an increase of 12%

(CER: 12%), driven by sustained leadership in front-line CLL.

Lynparza

Product Sales increased by 7% (CER: 6%) due to

sustained global PARP inhibitor market leadership across

four tumour types.

CVRM

12,764

12,448

Farxiga

sales increased by 10% (CER: 9%), driven by heart

failure and CKD indications despite generic competition

in some markets.

Brilinta

sales decreased by 38% (CER: 38%) driven by

generic entry in the US and Europe in the first half of 2025.

R&I

8,167

7,416

Fasenra

increased by 17% (CER: 16%) due to expanded

severe eosinophilic asthma market share, further fuelled

by first wave market launches for EGPA indication.

V&I

846

1,058

(20)

Synagis

decreased by 35% (CER: 34%) due to competition

from

Beyfortus

Rare Disease

9,126

8,668

Ultomiris

increased by 20% (CER: 19%) due to increasing

patient demand and further conversion from

Soliris

Strensiq

increased by 19% (CER: 18%) due to continued

patient demand and geographic expansion.

Other Medicines

972

1,073

(9)

(8)

Total

55,573

50,938

2025

2024

Actual

growth

CER

growth

Commentary

Product Sales by geographical area

23,444

21,655

Continued growth of our Oncology medicines.

Tagrisso

increased by 11% due to underlying demand growth.

Imfinzi

increased 35% due to demand growth across all

indications, particularly new launches.

Emerging Markets

15,056

13,535

Growth in Oncology and CVRM, driven by

Tagrisso

up 12% (CER: 14%), and

Forxiga

, up 17% (CER: 18%).

Ex-China Emerging Markets grew by 18% (CER: 21%),

with continued increases in Oncology and

Farxiga

Europe

12,021

10,848

Growth due to Oncology momentum, driven primarily

Tagrisso

Established RoW

5,052

4,900

Sales increased across all regions driven by strong Oncology

performance and

Ultomiris

growth due to continued conversion

from

Soliris

and strong demand following new launches.

Total

55,573

50,938

In the commentary above, the plus and minus symbols denote the directional impact of the item being discussed, e.g. a ‘+’ symbol beside an Oncology comment indicates that the item

resulted in an increase in the Oncology Product Sales relative to the prior year period.

AstraZeneca

Annual Report & Form 20-F Information 2025

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continued

Alliance Revenue

2025

2024

Enhertu

1,798

1,437

Tezspire

673

436

Beyfortus

422

237

Datroway

–

Other royalty income

Other Alliance Revenue

Total Alliance Revenue

3,067

2,212

Collaboration Revenue

2025

2024

Farxiga:

sales milestones

Lynparza:

sales milestone

–

600

Beyfortus:

sales milestones

–

167

Koselugo:

sales milestone

–

100

Other Collaboration Revenue

–

Total Collaboration Revenue

923

Amgen is shown as additional cost of sales.

In the US, where Amgen is recognising

sales, AstraZeneca records its share of

gross profit as Alliance Revenue.

Beyfortus

(Sanofi)

In March 2017, AstraZeneca entered into

an alliance with Sanofi to develop and

commercialise

Beyfortus

jointly. Under the

terms of the global agreement, Sanofi made

an upfront payment of €120 million and agreed

to pay up to €495 million upon achievement

of certain development and sales-related

milestones. All costs and profits are shared

equally. The US element of this collaboration

was subject to a participation agreement

with Sobi, effective from January 2019 until

April 2023, at which point there was an update

to the contractual relationships between

AstraZeneca, Sobi and Sanofi relating to the

future sales of

Beyfortus

. Alliance Revenue

includes AstraZeneca’s 50% share of gross

profits on sales of

Beyfortus

in major markets

outside the US.

Collaboration Revenue

Collaboration Revenue, consisting of upfront

payments and event-triggered milestones,

decreased in the year by 89% (CER: 89%)

to $99 million. Details of our significant

business development transactions which

give rise to Collaboration Revenue are

given below.

Lynparza

Koselugo

(MSD)

In July 2017, the Group announced a global

strategic oncology collaboration with Merck

& Co., Inc., known as Merck in the US and

Canada, and MSD in other territories (MSD),

to co-develop and co-commercialise

AstraZeneca’s

Lynparza

for multiple cancer

types and

Koselugo

for neurofibromatosis

type 1. As part of the agreement, MSD agreed

to pay AstraZeneca up to $8.5 billion in total

consideration, including $1.6 billion upfront,

$750 million for certain licence options and

up to $6.2 billion contingent upon successful

achievement of future regulatory and

sales-related milestones. Of the $1.6 billion

upfront payment, $1.0 billion was recognised

as Collaboration Revenue on deal completion

in 2017, with the remaining $0.6 billion deferred

to the balance sheet, virtually all of which has

been released to the Consolidated Statement

of Comprehensive Income as at 31 December

2025. In August 2025, the contractual

arrangements between AstraZeneca and MSD

were updated and simplified relating to the

global development and commercialisation

Koselugo

, an oral, selective mitogen-

activated protein kinase (MEK) inhibitor.

Under the updated arrangements

AstraZeneca will fully recognise the costs,

revenues and profits of

Koselugo

globally.

MSD received an upfront payment of

$150 million and will receive deferred

payments totalling up to $400 million.

In addition, MSD is eligible to receive up to

$175 million in potential approval milestones

and up to $235 million in sales milestone

payments, plus single-digit royalties based

on sales. Prior to the updated arrangements,

AstraZeneca fully recognised the revenues

Koselugo

but shared equally pre-tax

profits and losses of the product with MSD.

AstraZeneca records all product sales for

Lynparza

, with the share of gross profits

due to MSD under the collaboration being

recorded under Cost of sales. Additionally,

AstraZeneca recognises Collaboration

Revenue relating to regulatory milestones

and sales-related milestones.

•

Prior to 2025, since the start of the

agreement, we have recognised

Collaboration Revenue totalling

$3,810 million, comprising $750 million

resulting from the exercise of options,

$2,100 million in respect of sales-related

milestones and $960 million in respect

of regulatory milestones.

Beyfortus

(Sanofi)

Details of this business development

transaction are summarised in the Alliance

Revenue section on this page.

•

Prior to 2025, since the start of the

agreement, we have recognised

Collaboration Revenue totalling

$451 million, comprising $127 million

(€120 million) of upfront consideration,

$130 million (€120 million) in respect of

regulatory milestones, and $194 million

(€175 million) in respect of sales-related

milestones.

Alliance Revenue

Alliance Revenue, comprising our share of

gross profits, share of revenues and royalties,

increased in the year by 39% (CER: 38%),

to $3,067 million, including $1,798 million

from

Enhertu

and $673 million from

Tezspire

which achieved blockbuster status in 2024.

Details of our significant business development

transactions which give rise to Alliance

Revenue are given below.

Enhertu

and

Datroway

(Daiichi Sankyo)

In March 2019, AstraZeneca entered into an

alliance with Daiichi Sankyo to develop and

commercialise

Enhertu

for multiple cancer

types. In July 2020, AstraZeneca entered

into an alliance with Daiichi Sankyo to develop

and commercialise

Datroway

, a TROP2-

directed ADC. In markets where Daiichi Sankyo

is selling the products, AstraZeneca is

entitled to receive a royalty (in Japan)

or a share of costs and income (in other

territories). Share of gross profits and royalty

income from Daiichi Sankyo are recognised

as Alliance Revenue.

Enhertu

launched in

the US in December 2019.

Datroway

launched in Japan in March 2025.

Tezspire

(Amgen)

In 2012, AstraZeneca entered into a

collaboration agreement with Amgen to

co-develop and co-commercialise five

development stage programmes. Of these,

only

Tezspire

remains in the collaboration.

A second active molecule (AZD8630) was

added in 2021. Manufacturing will be

undertaken by Amgen, while commercialisation

activity will be undertaken either jointly,

or by AstraZeneca or Amgen individually,

dependent on the market and on the agreed

terms. AstraZeneca recognises 100% of the

sales as principal in all markets other than

the US, as well as 100% of the associated

cost of sales. In markets other than the US,

where AstraZeneca is recognising sales,

the share of gross margin payable to

AstraZeneca

Annual Report & Form 20-F Information 2025

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Key elements of financial performance in 2025

Reported

Actual

growth

CER

growth

Core

Actual

growth

CER

growth

Commentary

Gross profit

48,106

48,030

Positive effects from geographic mix.

Negative product mix effects from rising

contributions of products with share of gross

profit arrangements.

Pricing adjustments, for example to sales

reimbursed by the Medicare Part D programme

in the US, diluted the Gross Margin.

Royalty buyout expenses of $235 million,

incurred in the fourth quarter of 2025.

Gross Margin %

+1pp

–

-1pp

Research and development

expense

(14,232)

(13,822)

Positive data read-outs for high-value

pipeline opportunities that have ungated

large late-stage trials.

Investments in platforms, new technology

and capabilities to enhance R&D capabilities.

Additions from business development.

Reported R&D expense impacted by

intangible asset impairments of $210 million

(2024: $1,065 million).

Selling, general and

administrative expense

(19,933)

–

(1)

(15,534)

Market development activities for launches

and to support continued growth in existing

brands.

Prior year Reported SG&A expense included

an impairment charge of $504 million

recorded against the

Andexxa

intangible asset.

Other operating income

and expense

381

383

•

Consists primarily of royalties and an upfront

fee on a divestment.

Operating profit

13,743

18,478

Operating profit increase driven by factors

discussed above, Reported Operating profit

was negatively impacted in prior year by

intangible asset impairments.

Operating Margin %

+5pp

–

Net finance expense

(1,334)

(1,092)

(7)

(6)

Core Net finance expense decreased

principally due to changes in interest on tax,

with movements in borrowing expenses

broadly offset by lower interest income on

cash balances.

Profit before tax

12,402

17,379

•

Core pre-tax adjustments amounted to

$4,977 million in 2025 (2024: $7,040 million),

comprising $4,735 million adjustments to

Reported Operating profit (2024: $6,925

million) and $242 million to Reported Net

finance expense (2024: $115 million).

Tax rate %

Basic earnings per share ($)

6.60

9.16

In the commentary above, the plus and minus symbols denote the directional impact of the item being discussed, e.g. a ‘+’ symbol beside an R&D expense comment indicates that the

item resulted in an increase in the R&D expense relative to the prior year period.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

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Financial Statements

Strategic Report

Financial Review

continued

Restructuring

Post Alexion Acquisition Group Review

(PAAGR)

In conjunction with the acquisition of Alexion

in 2021, the enlarged Group initiated a

comprehensive review, aimed at integrating

systems, structure and processes, optimising

the global footprint and prioritising resource

allocations and investments. Except as

referenced below, these activities are

expected to be substantially complete

by the end of 2026.

During 2023, the Group identified all

remaining activities and finalised the scope

of the programme. During 2025, the Group

undertook an assessment of the planned

activities within the PAAGR programme,

this resulted in a decrease of $0.4 billion

in expected one-time restructuring costs,

bringing the total expected costs to $4.0 billion,

of which approximately $2.8 billion are cash

costs and $1.2 billion are non-cash costs,

and capital investments of approximately

$2.2 billion.

The PAAGR programme includes the

commencement of work on the planned

upgrade of the Group’s Enterprise Resource

Planning (ERP) IT systems (Axial Project

which is expected to be substantially

complete by the end of 2030, resulting

in capital investments for software assets

of $1.3 billion and one-time restructuring

cash costs of $0.5 billion, over the full

course of the project.

Run-rate pre-tax benefits, before

reinvestment, are now expected to be

approximately $2.2 billion by the end

of 2026. In line with established practice,

restructuring costs will be excluded from

our Core (non-GAAP) financial measures.

In 2025, the Group has recorded

restructuring charges of approximately

$0.2 billion in relation to the PAAGR (2024:

$1.1 billion), bringing the cumulative charges

to date under this programme to $3.4 billion.

As at 31 December 2025, the PAAGR has

realised annual run-rate pre-tax benefits,

before reinvestment, of $1.9 billion.

Other programmes

Legacy programmes include the centralisation

of our global R&D footprint. Net costs for

legacy programmes in 2025 were $6 million

(2024: $39 million).

The aggregate restructuring charge incurred

in 2025 across all our restructuring

programmes was $237 million (2024:

$1,154 million). Final estimates for programme

costs, benefits and headcount impact in all

functions are subject to completion of the

requisite consultation in the various areas.

Our priority, as we undertake these

restructuring initiatives, is to work with

our affected employees on the proposed

changes, acting in accordance with relevant

local consultation requirements and

employment law.

Taxation

The Reported and Core tax rates for the year

were both 18%.

The income tax paid for the year was

$2,845 million (2024: $2,750 million).

This was $676 million higher than the

Reported tax charge for the year, which

benefited from a net deferred tax credit

of $164 million (2024: $795 million), related

to updates to estimates of prior period tax

liabilities, payment of prior period tax

liabilities, and the timing differences for cash

payments. Additional information on these

items is contained in Note 5 to the Financial

Statements from page 144.

We pay corporate income taxes, customs

duties, excise taxes, stamp duties, employment,

environmental and many other business

taxes in all jurisdictions in which we operate.

We also collect and pay employee taxes and

other indirect taxes such as value-added tax

in these jurisdictions.

Total comprehensive income

Total comprehensive income increased by

$6,695 million to $12,936 million in 2025.

Other comprehensive income, net of tax, was

$2,703 million, an increase of $3,503 million.

This income was primarily driven by foreign

exchange gains arising on consolidation of

$2,387 million (2024: losses of $957 million).

Reconciliation of Reported Profit before tax to EBITDA

2025

2024

Actual

growth

CER

growth

Reported Profit before tax

12,402

8,691

Net finance expense

1,334

1,284

Share of after tax losses of joint ventures

and associates

(74)

(77)

Depreciation, amortisation and impairment

5,733

6,688

(14)

(15)

EBITDA

19,476

16,691

For more information regarding the

AstraZeneca tax policy, see our

website, www.astrazeneca.com.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

Cash ﬂow and liquidity – for the year

ended 31 December 2025

Net cash generated from operating activities

was $14,575 million (2024: $11,861 million).

This primarily reflects an underlying

improvement in business performance.

Net investment cash outflows were

$7,225 million (2024: $8,353 million).

Investment cash outflows for 2025 include:

•

Payments of contingent consideration

from business combinations of

$1,164 million (2024: $1,008 million),

including $1,054 million paid to Bristol-

Myers Squibb Company (BMS) in respect

of a share of the diabetes alliance.

•

$3,095 million (2024: $2,662 million)

for the purchase of intangible assets,

including $388 million of sales-related

milestones and $300 million of regulatory

milestones paid to Daiichi Sankyo in

respect of

Enhertu

, $501 million relating

to the CinCor asset acquisition and

$425 million for the EsoBiotec asset

acquisition.

•

$66 million (2024: $2,771 million)

for the acquisition of subsidiaries,

net of cash acquired.

Investment cash inflows include:

•

$136 million (2024: $123 million) from

the sale of intangible assets.

Net cash distributions to shareholders were

$5,452 million (2024: $4,672 million), including

proceeds from the issue of share capital of

$40 million (2024: $38 million) less dividends

paid of $4,971 million (2024: $4,629 million)

and own shares purchased by the Employee

Benefit Trust of $521 million (2024: $81 million).

Summary cash ﬂows

2025

2024

Net debt brought forward at 1 January

(24,570)

(22,510)

Profit before tax

12,402

8,691

Sum of changes in interest, depreciation, amortisation, impairment and

share of after tax losses on joint ventures and associates

7,074

8,000

Decrease in working capital and short-term provisions

(1,137)

(893)

Tax paid

(2,845)

(2,750)

Interest paid

(1,316)

(1,313)

Gains on disposal of intangible assets

(168)

(64)

Fair value movements on contingent consideration arising from business

combinations

(97)

311

Non-cash and other movements

662

(121)

Net cash available from operating activities

14,575

11,861

Purchase of intangibles, net of disposals

(2,959)

(2,539)

Acquisition of subsidiaries, net of cash acquired

(66)

(2,771)

Share-based payments attributable to business combinations

–

(3)

Payment of contingent consideration from business combinations

(1,164)

(1,008)

Other capital expenditure (net)

(3,036)

(2,032)

Investments

(7,225)

(8,353)

Dividends

(4,971)

(4,629)

Own shares purchased by Employee Benefit Trust

(521)

(81)

Proceeds from the issue of share capital

Distributions

(5,452)

(4,672)

Repayment of obligations under leases

(372)

(316)

Payment of Acerta Pharma share purchase liability

–

(833)

Other movements

(330)

253

Net debt carried forward at 31 December

(23,374)

(24,570)

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

continued

Bonds

No bonds were issued in 2025.

In November 2025, AstraZeneca repaid

a 3.375% fixed rate bond of $2,000 million.

In March 2024, AstraZeneca issued

$5,000 million of USD bonds and, in August

2024, AstraZeneca issued $1,517 million

of EUR bonds with a notional face value

of €1,400 million.

In 2024, AstraZeneca repaid floating rate

bank loans of $2,000 million, which matured

in July 2024 and a $1,600 million USD bond,

which matured in May 2024. $1,026 million

was also repaid in respect of a EUR bond,

with a notional face value of €900 million,

which was held in a cash flow hedge and

matured in May 2024.

Net debt

Net debt at 31 December 2025 was

$23,374 million (2024: $24,570 million).

At 31 December 2025, gross debt (interest-

bearing loans and borrowings) was

$29,622 million (2024: $30,295 million).

Of the gross debt outstanding, $3,486 million

is due within one year (2024: $2,676 million).

At 31 December 2025, Cash and cash

equivalents and Other investments totalled

$5,741 million (2024: $5,654 million).

The Group maintains committed bank facilities

to manage liquidity. At 31 December 2025,

the Group held $4,875 million of such

facilities with a maturity date of April 2030.

In January 2026, the maturity of these

facilities was extended by one year

to April 2031. These facilities contain

no covenants and were undrawn at

31 December 2025. The Group regularly

monitors the credit standing of the banks

providing the facilities and currently does

not anticipate any issue with drawing

on the committed facilities should this be

necessary. Advances under these facilities

currently bear an interest rate per annum

based on SOFR (Secured Overnight

Financing Rate) plus a margin.

Bonds issued in 2025 and 2024

Repayment

dates

Face value

of bond

Net book

value of

bond at

31 December

2025

Bonds issued in 2024:

4.8% USD bond

2027

1,250

1,248

4.85% USD bond

2029

1,250

1,247

3.121% EUR bond

2030

704

764

4.9% USD bond

2031

1,000

995

3.278% EUR bond

2033

813

870

5.0% USD bond

2034

1,500

1,490

Total 2024

6,517

6,614

Net debt reconciliation

2025

2024

Cash and cash equivalents

5,711

5,488

Other investments

166

Cash and investments

5,741

5,654

Overdraft and short-term borrowings

(644)

(330)

Lease liabilities

(1,803)

(1,452)

Current instalments of loans and borrowings

(2,460)

(2,007)

Loans due after one year

(24,715)

(26,506)

Loans and borrowings

(29,622)

(30,295)

Net derivative financial instruments

507

Net debt

(23,374)

(24,570)

Other investments exclude non-current investments, which are included within the balance of $2,223 million

(2024: $1,632 million) in the Consolidated Statement of Financial Position on page 126.

The equivalent GAAP measure to Net debt is ‘liabilities arising from financing activities’, which excludes the

amounts for cash and overdrafts, other investments and non-financing derivatives shown above.

Payments due by period

Less than

1 year

1-3 years

3-5 years

Over

5 years

Total

2025

Total

2024

Bank loans and other

borrowings

4,164

7,881

7,266

16,906

36,217

38,184

Lease liabilities

382

657

334

430

1,803

1,452

Contracted capital

expenditure

1,420

276

1,727

1,575

Total

5,966

8,814

7,629

17,338

39,747

41,211

Bank loans and other borrowings include interest charges payable in the period, as detailed in Note 28 to the Financial

Statements from page 171.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

In December 2024, the intangible asset

relating to the product in development,

FPI-2059, was fully impaired by $165 million

due to portfolio prioritisation decisions.

Development of FPI-2265 and AZD2068 are

still ongoing and continue to be a priority.

Gracell

In February 2024, AstraZeneca completed

the acquisition of Gracell Biotechnologies

Inc. (Gracell), a global clinical-stage

biopharmaceutical company developing

innovative cell therapies for the treatment

of cancer and autoimmune diseases. The

purchase price allocation review has been

completed. The total consideration fair value

of $1,037 million includes cash consideration

of $983 million and future regulatory

milestone-based consideration of $54 million.

Intangible assets of $1,038 million and

goodwill of $136 million were recognised

in the acquisition balance sheet, as well

as a net deferred tax liability of $260 million.

AstraZeneca acquired the cash and cash

equivalents on Gracell’s balance sheet,

which totalled $209 million at the close of

the transaction. Gracell’s results have been

consolidated into the Group’s results from

22 February 2024.

The acquisitions have been accounted for as

business combinations using the acquisition

method of accounting in accordance with

IFRS 3 ‘Business Combinations’.

Acquisitions treated as asset acquisitions

SixPeaks Bio

In October 2025, AstraZeneca, by exercise

of an option, completed the acquisition of

the remaining share capital of SixPeaks Bio

AG (SixPeaks), following an initial investment

of $15 million made in 2024. $170 million was

paid on closing, $30 million to be paid after

two years and up to a further $100 million

is payable on achievement of regulatory

milestones. SixPeaks is investigating

potential therapies for weight-management

with the aim of preserving lean muscle mass.

EsoBiotec

In May 2025, AstraZeneca completed the

acquisition of EsoBiotec SA (EsoBiotec),

a biotechnology company pioneering in vivo

cell therapies that has demonstrated

promising early clinical activity. The

EsoBiotec Engineered NanoBody Lentiviral

(ENaBL) platform uses highly targeted

lentiviruses to deliver genetic instructions

to specific immune cells, with potential use

in oncology and immune-mediated diseases.

AstraZeneca has acquired all outstanding

equity of EsoBiotec for a total consideration

of up to $978 million, on a cash and

debt-free basis. This includes an initial

payment of $425 million, and up to

$575 million in contingent consideration

based on development and regulatory

milestones.

Amolyt

In July 2024, AstraZeneca completed the

acquisition of Amolyt Pharma SAS (Amolyt),

a clinical-stage biotechnology company

focused on developing novel treatments

for rare endocrine diseases. AstraZeneca

acquired all outstanding equity of Amolyt

with consideration of $857 million, principally

relating to $800 million of intangible assets

and $98 million of cash and cash equivalents.

Contingent consideration of up to

$250 million could be paid on achievement

of a regulatory milestone; this potential

liability would be recorded when the relevant

recognition event for a regulatory milestone

is achieved.

Icosavax

In February 2024, AstraZeneca completed

the acquisition of Icosavax, Inc. (Icosavax),

a US-based clinical-stage biopharmaceutical

company focused on developing

differentiated, high-potential vaccines using

an innovative, protein virus-like particle

platform. Consideration totalled $841 million,

principally relating to $639 million of intangible

assets, $141 million of cash and cash

equivalents and $51 million of marketable

securities. Contingent consideration of up

to $300 million could be paid on achievement

of regulatory and sales milestones; these

potential liabilities would be recorded

when the relevant recognition event for

a regulatory or sales milestone is achieved.

Commitments and contingencies

We have commitments and contingencies

which are accounted for in line with Group

Accounting Policies and are described in

Note 30 to the Financial Statements from

page 180.

We also have taxation contingencies. These

are described in Note 30 to the Financial

Statements from page 189.

Off balance sheet transactions and

commitments

We have no off balance sheet arrangements

and our derivative activities are

non-speculative. The table on page 61 sets

out our minimum contractual obligations

at the year end.

Research and development collaboration

payments

Details of future potential R&D collaboration

payments are also included in Note 30

to the Financial Statements from page 180.

As detailed in Note 30, payments to our

partners may not become payable due

to the inherent uncertainty in achieving the

development and revenue milestones linked

to the future payments. We may enter into

further collaboration projects in the future

that may include milestone payments and,

as certain milestone payments fail to

crystallise due to, for example, failure to

obtain regulatory approval, unfavourable

Financial position – 31 December 2025

All data in this section are on a Reported basis.

Acquisitions

In assessing whether an acquired set of assets

and activities is a business or an asset,

management will first elect whether to apply

an optional concentration test to simplify the

assessment. Where the concentration test

is applied, the acquisition will be treated as

the acquisition of an asset if substantially all

of the fair value of the gross assets acquired

(excluding cash and cash equivalents,

deferred tax assets and related goodwill)

is concentrated in a single asset or group

of similar identifiable assets. Where the

concentration test is not applied, or is not

met, a further assessment of whether the

acquired set of assets and activities is

a business will be performed.

Acquisitions treated as business

combinations

FibroGen China

In August 2025, AstraZeneca completed the

acquisition of FibroGen International (Hong

Kong) Limited (FibroGen China) and its

subsidiaries. The purchase price allocation

review has been completed. The total

consideration fair value was $221 million.

Upon closing, in August 2025, AstraZeneca

obtained all rights to roxadustat in China,

including manufacturing in China.

Fusion

In June 2024, AstraZeneca completed the

acquisition of Fusion Pharmaceuticals Inc.

(Fusion), a clinical-stage biopharmaceutical

company developing next-generation

radioconjugates. The purchase price

allocation review has been completed.

The total consideration fair value of

$2,195 million includes cash consideration

of $2,051 million and future regulatory

milestone-based consideration of

$144 million. Intangible assets of

$1,326 million and goodwill of $947 million

were recognised in the acquisition balance

sheet, as well as a net deferred tax liability

of $246 million. AstraZeneca acquired the

cash and cash equivalents on Fusion’s

balance sheet, which totalled $30 million

at the close of the transaction. Immediately

prior to the acquisition, AstraZeneca held an

approximate 1% shareholding in Fusion with

a fair value of $24 million. Fusion’s results

have been consolidated into the Group’s

results from 4 June 2024.

For full details of acquisitions,

see Note 27 to the Financial

Statements from page 170.

For further information,

see page 37 of the Business

Review.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

continued

Agreement with US Government

In October 2025, AstraZeneca announced

an agreement with the US administration

to lower the cost of prescription medicines

for American patients, see Our regions

on page 32 for further information.

Eccogene

In November 2023, AstraZeneca and

Eccogene entered into an exclusive licence

agreement for AZD5004, an investigational

oral once-daily GLP

-1RA for the treatment

of obesity, type-2 diabetes and other

cardiometabolic conditions. Preliminary

results from the Phase I trial have shown

a differentiating clinical profile for AZD5004,

with good tolerability and encouraging

glucose and body weight reduction across

the dose levels tested compared to placebo.

Under the terms of the agreement, Eccogene

received an initial upfront payment of

$185 million and is eligible to receive up

to an additional $1.8 billion in future clinical,

regulatory, and commercial milestones and

tiered royalties. AstraZeneca is granted

exclusive global rights for the development

and commercialisation of AZD5004 for any

indication in all territories except China, where

Eccogene has the right to co-develop and

co-commercialise alongside AstraZeneca.

We determine these business development

transactions to be significant using a range

of factors. We look at the specific

circumstances of the individual arrangement

and apply several quantitative and qualitative

criteria. As we consider business

development transactions to be an extension

of our R&D strategy, the expected total value

of development payments under the

transaction and its proportion of our annual

R&D spend, both of which are proxies for

overall R&D effort and cost, are important

elements of the determination of the

significance. Other quantitative criteria we

apply include, without limitation, expected

levels of future sales, the possible value of

milestone payments and the resources used

for commercialisation activities (for example,

the number of staff). Qualitative factors we

consider include, without limitation, new

market developments, new territories, new

areas of research and strategic implications.

Capitalisation and shareholder return

Capitalisation

The total number of shares in issue at

31 December 2025 was 1,551 million (2024:

1,551 million). Shareholders’ equity increased

by $7,881 million to $48,667 million at the

year end. Non-controlling interests were

$52million (2024: $85 million).

Dividend and share repurchases

The Board has recommended a second

interim dividend of $2.17 (159.5 pence,

19.49 SEK) to be paid on 23 March 2026.

This brings the full-year dividend to $3.20

(236.2 pence, 29.30 SEK). Against Reported

EPS, the Group had a dividend cover ratio

of 2.06:1 in 2025 (2024: 1.46:1). Against Core

EPS, the Group had a dividend cover ratio

of 2.86:1 in 2025 (2024: 2.65:1). This dividend

is consistent with the progressive dividend

policy, by which, the Board intends to

maintain or grow the dividend each year.

The Board regularly reviews its distribution

policy and its overall financial strategy

to continue to strike a balance between

the interests of the business, our financial

creditors and our shareholders. Having

regard for business investment, funding the

progressive dividend policy and meeting our

debt service obligations, the Board currently

believes it is appropriate to continue the

suspension of the share repurchase

programme which was announced in 2012.

The Board reviews the level of distributable

reserves of the Parent Company annually

and aims to maintain distributable reserves

that provide adequate cover for dividend

payments. At 31 December 2025, all of the

Profit and loss account reserve of $14,461

million (2024: overwhelming majority of the

Profit and loss account reserve of $13,495

million) was available for distribution, subject

to filing these Financial Statements with

Companies House. When making a

distribution to shareholders, the Directors

determine profits available for distribution

by reference to guidance on realised and

distributable profits under the Companies

Act 2006 issued by the Institute of Chartered

Accountants in England and Wales and the

Institute of Chartered Accountants of

Scotland in April 2017.

The profits of the Parent Company have

been received in the form of receivables

due from subsidiaries. The availability of

distributable reserves in the Parent Company

is dependent on those receivables meeting

the definition of qualifying consideration

within the guidance, and in particular on

the ability of subsidiaries to settle those

receivables within a reasonable period of

time. The Directors consider that, based

on the nature of these receivables and the

available cash resources of the Group and

other accessible sources of funds, at

31 December 2025, the overwhelming

majority (2024: the overwhelming majority)

of the Company’s profit and loss reserves

were available for distribution.

data from key studies, adverse reactions

to the product candidate or indications

of other safety concerns, they may be

replaced by potential payments under

new collaborations.

Investments, divestments and

capital expenditure

We have completed more than 45 major

or strategically important business

development transactions over the past

three years. Our most significant business

development transactions include:

CSPC Pharmaceutical Group

In October 2024, AstraZeneca entered into

an exclusive licence agreement with CSPC

Pharmaceutical Group Ltd (CSPC) to

advance the development of an early-stage,

novel small molecule Lipoprotein (

) (Lp(a))

disruptor that has the potential to offer

additional benefits for patients with

dyslipidaemia. This further strengthens the

Group’s cardiovascular portfolio to help

address the major risk factors driving chronic

cardiovascular (CV) disease. Under the terms

of the agreement, AstraZeneca will receive

access to CSPC’s preclinical candidate small

molecule, YS2302018, an oral Lp(a) disruptor,

with the aim of developing this as a novel

lipid-lowering therapy with potential in a

range of CV disease indications, alone or in

combination, including with AstraZeneca’s

oral small molecule PCSK9 inhibitor, AZD0780.

CSPC received an upfront payment of

$100 million and is eligible to receive up

to $1,920 million for further development,

regulatory and commercialisation

milestones, plus tiered royalties.

In June 2025, AstraZeneca entered a strategic

research collaboration with CSPC to discover

and develop preclinical candidates for

multiple targets with the potential to treat

diseases across chronic indications, including

a preclinical small molecule oral therapy for

immunological diseases. CSPC’s research

will utilise its AI-driven, dual-engine efficient

drug discovery platform. CSPC received an

upfront payment of $110 million, and is also

eligible to receive up to $1,620 million in

potential development milestone payments

and up to $3,600 million in sales milestone

payments, plus potential single-digit royalties

based on annual net sales of the products.

AstraZeneca will have rights to exercise

options for exclusive licences to develop

and commercialise worldwide candidates

identified under this agreement.

US investment plans

For more information regarding the

expansion of our US manufacturing

footprint in Virginia and Maryland, see

Operations on page 33.

For more information regarding

Dividends, see Note 25 to the

Financial Statements on

page 169.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

Financial risk management

Financial risk management policies

Our risk management processes are described

in the Risk Overview from page 47. These

processes enable us to identify risks that can

be partly or entirely mitigated through the

use of insurance. We focus our insurance

resources on the most critical areas, or

where there is a legal requirement, and

where we can get the best value for money

through captive, structured and traditional

insurance placements.

Treasury

The principal financial risks to which we

are exposed are those arising from liquidity,

interest rates, foreign currency and credit.

We have a centralised treasury function

to manage these risks in accordance with

Board-approved policies. Note 28 to the

Financial Statements from page 171 sets out

the relevant policies and the way we manage

these risks and our capital management

objectives, as well as a sensitivity analysis

of the Group’s exposure to exchange rate

and interest rate movements.

Strategic Report

The following sections make up the

Strategic Report, which has been prepared

in accordance with the requirements of the

Companies Act 2006:

•

AstraZeneca at a Glance

•

Chair’s Statement

•

Chief Executive Officer’s Review

•

Healthcare in a Changing World

•

Our Purpose, Values and Business Model

•

Our Strategy and Key Performance

Indicators

•

Therapy Area Review

•

Business Review

•

Section 172(1) Statement

•

Viability Statement

•

Risk Overview

•

Financial Review

•

Sustainability Statement

and has been approved and signed

on behalf of the Board.

M S Bowden

Company Secretary

10 February 2026

Future prospects

As outlined earlier in this Annual Report,

our strategic priorities support delivery

of our Growth Through Innovation strategy,

detailed on page 10.

Full year 2026: additional commentary

Total Revenue is expected to increase

by a mid-to-high single-digit percentage.

Core EPS is expected to increase by a low

double-digit percentage.

The Core tax rate is expected to be between

18-22%.

The Group is unable to provide guidance on

a Reported basis because it cannot reliably

forecast material elements of the Reported

results, including any fair value adjustments

arising on acquisition-related liabilities,

intangible asset impairment charges and

legal settlement provisions. Please refer

to the Cautionary statement regarding

forward-looking statements on page 228.

Currency impact

If foreign exchange rates for February 2026

to December 2026 were to remain at the

average rates seen in January 2026, it is

anticipated that 2026 Total Revenue for the

year would benefit from a low single-digit

percentage positive impact compared to

performance at CER, and Core EPS growth

would be broadly similar to the growth

at CER.

This commentary represents management’s

current estimates and is subject to change.

See the Cautionary statement regarding

forward-looking statements on page 228.

For more information, see

Our Strategy and Key Performance

Indicators from page 10.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Review

continued

Corporate

Governance

Contents

Chair’s Introduction

Corporate Governance Overview

Board of Directors

Senior Executive Team (SET)

Corporate Governance Report

Nomination and Governance Committee Report

Science Committee Report

Sustainability Committee Report

Audit Committee Report

Directors’ Remuneration Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance

“The Board of Directors has a crucial role to

play in promoting the long-term success of any

company and I am grateful to my fellow Directors

for the part they have played in AstraZeneca’s

continued growth and many achievements.”

The Audit Committee has an important role

to play in monitoring the integrity of financial

and sustainability reporting, examining the

effectiveness of internal controls, risk

management and compliance. Key activities

in 2025 included consideration as well as

in-depth reviews related to our key risks,

which involved close monitoring of the

ongoing investigations by Chinese authorities

previously reported. The Committee also

paid particular attention to tariffs and pricing

negotiations with the US Government, and

the potential impact on the Group.

During the year, the Audit and Sustainability

Committees worked together on

developments in the reporting and regulatory

environment in relation to sustainability-

related disclosures, which are reflected in

the content of this year’s Annual Report. The

Sustainability Committee also continued its

important work on the implementation and

communication of our sustainability strategy.

The Science Committee works on assuring

the quality of our science with a particular

focus during the year on our strategic

science capabilities, such as cell therapy

and precision medicines.

The Remuneration Committee focuses

on ensuring that our reward framework

supports AstraZeneca’s long‑term success

and worked closely with other Board

Committees to set transparent and stretching

performance targets that are aligned with

our strategy and in the best interest of our

shareholders. Diana Layfield, who has been

a Board member since 2020, joined the

Remuneration Committee in May.

Non-Executive Directors

In addition to welcoming Rene Haas and

Birgit Conix to the Board at the start of 2025,

Karen Knudsen joined as a Non-Executive

Director at the end of the AGM in April.

Karen is a globally-recognised cancer

scientist with broad executive experience

in oncology, and is well-positioned in respect

of the Board’s work. Karen’s deep knowledge

of the US healthcare industry and medical

academic environment also makes her

a great fit for AstraZeneca. At the same time

as joining the Board, Karen also became

a member of the Science and Sustainability

Committees, reflecting the broad contribution

she can make to AstraZeneca’s success.

At the same Meeting, we said goodbye to

Deborah DiSanzo and Andreas Rummelt,

who stood down as Non-Executive

Directors. On behalf of the whole Board,

I would like to thank them both for the

significant contributions they made to our

work, as well as the insights and experience

they brought to bear as Committee members.

Shareholders and other stakeholders

One of the Board’s important activities is to

engage with shareholders and consider the

interests of other stakeholders. I find this to

be a particularly valuable activity which, in

2025, included engagements and advocating

for AstraZeneca at the World Economic

Forum in Davos, Expo 2025 in Osaka and

Global Health Week in Abu Dhabi. I am

particularly energised by the passion,

dedication and creativity that is evident

whenever I meet AstraZeneca employees.

The Executive Directors and I also maintain

regular dialogue with investors to communicate

our strategy and our governance principles

which is why, once again, I look forward

to chairing our 2025 digitally‑enabled AGM

in April and engaging with as many of you

as possible.

Michel Demaré

Chair

The Board

The Board is responsible for setting our

strategy and policies, overseeing risk and

corporate governance, and monitoring

progress towards meeting our objectives and

annual plans. In 2025, our decisions included

pipeline-strengthening transactions, as well

as approving the Group’s capital allocation,

including capital expenditures. This included

investments in new and expanded

manufacturing facilities in Virginia and

Maryland, US that form part of our planned

$50 billion investment in the US by 2030.

Harmonised listing

The strength, diversity and breadth of

experience of our Board was routinely

demonstrated during our deliberations,

none more so than in the discussion

of our harmonised listing structure across

the London, New York and Stockholm

Stock Exchanges.

Factors we considered included the strategic

rationale for the harmonisation and its

alignment with our long-term strategy for

sustainable growth, as well as the benefits

of a global listing to widen the pool of

investors in AstraZeneca, especially US

domestic institutional and retail investors.

We also wanted to ensure that we have the

flexibility to access the broadest available

pool of capital, including in the US. Finally,

it was important to us that investors could

trade AstraZeneca Ordinary Shares across

the three exchanges, while the Company

remains UK-listed, headquartered, and

tax resident.

Board Committees

A sound governance and committee structure

underpins the Board’s effectiveness, and

I am grateful to the Chairs of the Board

Committees for the important contribution

they make to that effectiveness and the

additional responsibilities they bear.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Chair’s Introduction

The Board’s responsibilities include setting

our strategy and policies, overseeing risk

and corporate governance, and monitoring

progress towards meeting our objectives

and annual plans. It is accountable to our

shareholders for the proper conduct of

the business and our long-term success,

and seeks to represent the interests of

all stakeholders.

The CEO, CFO and the SET take the lead

in developing our strategy; proposals are

reviewed and constructively challenged by

the Board, before the strategy is approved.

The Directors are collectively responsible

for the success of the Group. The Board

maintains and periodically reviews a list

of matters that can only be approved by the

Board. Matters that have not been expressly

reserved to the Board in this way are

delegated to the CEO or one of the Board’s

five Committees. The diagram below

illustrates this governance structure.

Governance structure

Audit

Committee

Report from page 83

Nomination and

Governance Committee

Report from page 79

Remuneration

Committee

Report from page 90

Science

Committee

Report from page 81

Sustainability

Committee

Report from page 82

The Board has delegated some of its powers to the CEO and operates with the assistance of five Committees:

Board

Corporate Governance Report from page 71

Attendance in 2025

Board Committee membership and meeting attendance in 2025

Board/Committee Chair

Director

Appointment

date

Board

Audit

Committee

Remuneration

Committee

Nomination and

Governance

Committee

Science

Committee

Sustainability

Committee

Non-Executive Chair and Executive Directors

Michel Demaré

01/09/2019

9/9

6/6

4/4

Pascal Soriot

01/10/2012

9/9

Aradhana Sarin

01/08/2021

9/9

Non-Executive Directors

Euan Ashley

01/10/2020

9/9

4/4

7/7

Philip Broadley

27/04/2017

8/9

6/6

4/4

Birgit Conix

01/02/2025

7/8

4/4

Rene Haas

01/01/2025

8/8

Karen Knudsen

11/04/2025

6/6

4/4

3/3

Diana Layfield

01/11/2020

9/9

4/4

6/7

Anna Manz

01/09/2023

9/9

6/6

Sheri McCoy

01/10/2017

8/9

6/6

4/4

3/3

Tony Mok

01/01/2019

9/9

7/7

Nazneen Rahman

01/06/2017

9/9

6/6

4/4

7/7

3/3

Marcus Wallenberg

05/04/1999

8/9

4/7

2/3

Deborah DiSanzo –

retired on 11 April 2025

01/12/2017

3/3

2/2

Andreas Rummelt –

retired on 11 April 2025

01/08/2021

3/3

Date of first appointment or election to the Board.

Five Board meetings in 2025 were held by video conference and four were held in person in Cambridge and London, UK; Gaithersburg, US; and Abu Dhabi, UAE.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Overview

Michel Demaré

Non-Executive Chair of the Board

Skills and experience:

Michel was

previously Vice-Chairman of UBS

Group AG (2010-2019), Chairman

of Syngenta and Syngenta

Foundation for Sustainable

Agriculture (2013-2017), Chairman

of SwissHoldings (2013-2015) and

Chairman of IMD Business School

(2020-2025). Between 2005 and

2013, Michel was CFO of ABB Ltd

and interim CEO during 2008. He

joined ABB from Baxter International

Inc., where he was CFO Europe from

2002 to 2005. Prior to that, he spent

18 years at The Dow Chemical

Company, serving as CFO of Dow’s

Global Polyolefins and Elastomers

division between 1997 and 2002.

Other appointments:

Michel is a

Non-Executive Director of Vodafone

Group plc and Louis Dreyfus Int’l

Holding BV.

Philip Broadley

Senior independent Non-Executive

Director

Skills and experience:

Philip was

previously Group Finance Director of

Prudential and Old Mutual and served

as a Non-Executive Director of Legal

& General Group. He has served as

Chairman of the 100 Group of Finance

Directors and as a member of the

Takeover Panel. He is a Fellow of the

Institute of Chartered Accountants in

England and Wales. Philip graduated

in Philosophy, Politics and Economics

from St. Edmund Hall, Oxford

University where he is a St Edmund

Fellow, and holds an MSc in

Behavioural Science from LSE.

Other appointments:

Philip is the

Non-Executive Chair of Lancashire

Holdings Limited.

Pascal Soriot

Executive Director and CEO

Skills and experience:

Pascal brings

a passion for science and medicine,

significant experience in established

and emerging markets, strength

of strategic thinking and execution,

a successful track record of

managing change and executing

strategy, and the ability to lead a

diverse organisation. He served as

COO of Roche’s pharmaceuticals

division and, prior to that, as CEO

of Genentech. Pascal has worked in

senior management roles in several

major companies in Australia,

New Zealand, Japan, the US

and Switzerland before joining

AstraZeneca in the UK. He is a

Doctor of Veterinary Medicine and

holds an MBA from HEC Paris. In

2022, Pascal received a knighthood

for services to life sciences and

leadership in the global response

to the COVID-19 pandemic.

Other appointments:

Pascal is on

the Board of Agilent Technologies

Inc. and Sustainable Markets

Initiative Limited.

Euan Ashley

Non-Executive Director

Skills and experience:

Euan studied

physiology and medicine at Glasgow

University, trained at Oxford University

Hospitals NHS Trust, and gained

a DPhil in cardiovascular cellular

biology and molecular genetics

at the University of Oxford. In 2002,

Euan moved to Stanford University,

where his research focuses on

mechanisms of cardiovascular

health and disease. His laboratory

leverages AI, digital health tools,

and biotechnology partnerships

to advance clinical research. Euan

has received honours from the

White House for contributions to

personalised medicine and the

American Heart Association’s Medal

of Honor for precision medicine.

Other appointments:

Euan is the

Arthur L. Bloomfield Professor of

Medicine, Genetics and Biomedical

Data Science, Chair of the

Department of Medicine at Stanford

University, and a member of the

Board of Directors at DexCom, Inc.

Aradhana Sarin

Executive Director and CFO

Skills and experience:

Before joining

AstraZeneca, Aradhana was CFO

for Alexion, responsible for driving

strategic growth, financial

performance and business

development. She has operational

experience in biopharma, plus more

than 20 years of professional

experience at global financial

institutions and extensive knowledge

of global healthcare systems.

This includes tenures at Citi Global

Banking, UBS, and JP Morgan.

Aradhana trained as a medical doctor

in India and spent two years

practising in both India and Africa.

She completed her medical training

at the University of Delhi and

received her MBA from Stanford

Business School.

Other appointments:

Aradhana

is on the Board of Governors of

the American Red Cross and is

an Independent Director and Audit

Committee member of Anheuser-

Busch InBev.

Birgit Conix

Non-Executive Director

Skills and experience:

Birgit served

Sonova as Group CFO and a

Management Board member from

2021 to 2025. Previously, she was

Group CFO and Executive Board

member at TUI from 2018 to 2021.

Before TUI, she served as Group

CFO of Telenet Group from 2013

to 2018. Prior to that, she held senior

positions at Johnson & Johnson,

Heineken, Tenneco and Reed

Elsevier. Birgit holds an MBA from

the Booth School of Business,

University of Chicago, and a Master

of Science in Business Economics

from Tilburg University.

Other appointments:

Birgit is a

member of ASML’s Supervisory

Board, where she is Chair of the

ESG Committee and a member

of the Audit Committee. She also

serves on Ricola’s Board where

she is Chair of the Audit Committee.

French

British

Canadian

American

Swedish

Belgian

Women

Men

0-3 years

Birgit Conix

Rene Haas

Karen Knudsen

Anna Manz

6 years plus

Philip Broadley

Michel Demaré

Sheri McCoy

Tony Mok

Nazneen Rahman

Marcus Wallenberg

3-6 years

Euan Ashley

Diana Layfield

Gender split of Directors

Directorsʼ nationalities

Length of tenure of

Non-Executive Directors

Board composition

at 10 February 2026

Committee membership key

Committee

Chair

Nomination and

Governance

Audit

Science

Remuneration

Sustainability

Deborah DiSanzo

Formerly Non-Executive

Director of the Board

(Retired in April 2025)

Andreas Rummelt

Formerly Non-Executive

Director of the Board

(Retired in April 2025)

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Board of Directors

as at 10 February 2026

Diana Layﬁeld

Non-Executive Director

Skills and experience:

Diana has

broad global business experience

across technology, life sciences and

financial services. She has held

senior leadership roles at Google,

Standard Chartered Bank, as the

CEO of a start-up technology

company, and in Healthcare and

Life Sciences at McKinsey & Co.

Previously at Google, Diana was

General Manager, Search

International & Growth (including

Product and Engineering) and

President, EMEA Partnerships and

Vice-President, ‘Next Billion Users’.

Until December 2020, Diana was a

Non-Executive Director of Aggreko

plc. She has a BA from Oxford

University and an MA in International

Economics and Public Administration

from Harvard University.

Other appointments:

Diana is the

CEO of Monzo Group, Chair of British

International Investment plc, and

a Council Member of the London

School of Hygiene & Tropical Medicine.

Anna Manz

Non-Executive Director

Skills and experience:

Anna was

CFO and a member of the Board of

Directors of London Stock Exchange

Group plc until 2024. From 2016 to

2020, she was an Executive Director

and the CFO of Johnson Matthey Plc

and, before that, spent 17 years at

Diageo plc in a number of senior

finance and strategy roles. She brings

extensive expertise in accounting,

corporate finance and M&A, as well

as experience of business

diversification, transformation and

strategy. Anna was previously a

Non-Executive Director of ITV plc

and served on its Audit Committee

and Remuneration Committee

during most of that period.

Other appointments:

Anna is CFO

of Nestlé S.A. and a member of

Nestlé’s Executive Board.

Sheri McCoy

Non-Executive Director

Skills and experience:

Until

February 2018, Sheri was CEO and

a Director of Avon Products, Inc. and,

prior to that, had a 30-year career

at Johnson & Johnson (J&J), latterly

serving as Vice-Chairman of the

Executive Committee, responsible

for the Pharmaceuticals and

Consumer business segments.

Sheri joined J&J as an R&D scientist

and subsequently managed

businesses in every major product

sector. She holds a BSc in Textile

Chemistry from the University of

Massachusetts Dartmouth, an

MSc in Chemical Engineering

from Princeton University and an

MBA from Rutgers University.

Other appointments:

Sheri

serves on the Boards of Stryker,

Kimberly-Clark, Galderma and

Sail Biomedicines. She is also an

industrial adviser for EQT, and

in connection serves as Chair

of Parexel and Chair of Dechra.

Tony Mok

Non-Executive Director

Skills and experience:

Tony is the

Li Shu Fan Medical Foundation

endowed Professor and Chairman of

the Department of Clinical Oncology

at the Chinese University of Hong

Kong. His work includes multiple

aspects of lung cancer research,

including biomarker and molecular

targeted therapy in lung cancer.

Tony is the Past President of the

International Association for the

Study of Lung Cancer and a past

Board member of the American

Society of Clinical Oncology. He has

achieved numerous awards including

the European Society for Medical

Oncology (ESMO) Lifetime

Achievement Award, Giant of Cancer

Care, and the Bronze Bauhinia Star.

Other appointments:

Tony is

Non-Executive Director of

HUTCHMED (China) Limited,

member of the Scientific Advisory

Board of Prenetics Global Limited

and serves on the Board of Insighta.

Nazneen Rahman

Non-Executive Director

Skills and experience:

Nazneen

has significant experience in rare

disease and cancer genomics and

sustainable healthcare. She qualified

in medicine from Oxford University,

is an accredited specialist in medical

genetics and has a PhD in molecular

genetics. Nazneen was Professor of

Genetics at the Institute of Cancer

Research, Head of Cancer Genetics

at the Royal Marsden NHS

Foundation Trust, and founder and

Director of the TGLclinical Genetic

Testing Laboratory until 2018. In

2020, Nazneen founded YewMaker

to build science-based sustainable

healthcare solutions. Nazneen has a

strong commitment to open science

and has garnered numerous awards,

including a CBE in recognition of her

contribution to medical sciences.

Other appointments:

Nazneen is

CEO of YewMaker and Director of the

Sustainable Medicines Partnership.

Marcus Wallenberg

Non-Executive Director

Skills and experience:

Marcus has

international business experience

across various industry sectors,

including the pharmaceutical

industry from his directorship

with Astra prior to 1999.

Other appointments:

Marcus is

Chair of Skandinaviska Enskilda

Banken AB, Saab AB, Wallenberg

Investments AB and FAM AB. He

is Vice-Chair of Investor AB and

Vice-Chair of EQT AB. Marcus is also

Chair of the Royal Swedish Academy

of Engineering Sciences and a Board

member of the Knut and Alice

Wallenberg Foundation.

Rene Haas

Non-Executive Director

Skills and experience:

Rene has

been CEO of Arm and a Board

member since February 2022,

leading Arm’s successful IPO in

September 2023. He has extensive

experience in technology, computing

and AI from leadership roles in the

semiconductor industry. Rene joined

Arm in 2013 and previously served

as President of Arm’s IP Product

Groups. Prior to Arm, Rene held roles

at NVIDIA, Scintera Networks and

Tensilica. Based in Silicon Valley, he

frequently engages with technology

hubs in the UK, Europe and Asia.

Rene earned a Bachelor of Science

in Electrical and Electronics

Engineering from Clarkson University

and completed the Stanford

University Graduate School of

Business Executive Program.

Other appointments:

Rene is CEO

of Arm and serves on the Boards of

Arm China and of SoftBank Group

(Arm’s majority owner).

Karen Knudsen

Non-Executive Director

Skills and experience:

Karen served

as Hilary Koprowski Endowed

Professor and Chair of Cancer

Biology at Thomas Jefferson

University, Enterprise Director of

the Sidney Kimmel Comprehensive

Cancer Center and EVP of Oncology

Services at Jefferson Health. Most

recently, she served as CEO of the

American Cancer Society. Previous

leadership roles include serving on

the NCI Board of Scientific Advisors

and on the Board of the American

Association for Cancer Research.

Other appointments:

Karen is CEO

of the Parker Institute for Cancer

Immunotherapy, Professor Emerita

of Thomas Jefferson University and

the Sidney Kimmel Comprehensive

Cancer Center, Board Member of 3T

Biosciences, Independent Director of

Exai Bio, Board Member of Research

America and of Paradigm Health,

and Board Advisor for ArteraAI.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Board of Directors

The SET is the body through which the

CEO exercises the authority delegated to

him by the Board. The CEO leads the SET

and has executive responsibility for the

management, development and

performance of the business.

SET members who sit on the Board:

•

Pascal Soriot, CEO

•

Aradhana Sarin, CFO

Sharon Barr

Executive Vice-President,

BioPharmaceuticals R&D

Sharon was appointed as Executive

Vice-President, BioPharmaceuticals

R&D in August 2023. She is

responsible for discovery through

to late-stage development across

CVRM and R&I. Previously, Sharon

was SVP, Head of Research and

Product Development of Alexion.

Sharon undertook a PhD in molecular

biology from NYU and a postdoctoral

fellowship at Stanford University.

Marc Dunoyer

CEO, Alexion and Chief Strategy

Officer, AstraZeneca

Marc served as AstraZeneca’s

Chief Financial Officer until 2021.

Previously, he served as Global

Head of Rare Diseases at GSK and

(concurrently) Chairman of GSK

Japan. He holds an MBA from HEC

Paris and a Bachelor of Law degree

from Paris University.

Jeﬀ Pott

Chief Human Resources Officer,

Chief Compliance Officer and

General Counsel

Jeff is responsible for all aspects

of AstraZeneca’s People strategy

and leads our HR, Compliance, Legal

and IP functions. Jeff joined in 1995,

before which he specialised in

pharmaceutical product liability

and antitrust litigation. He holds

a Bachelor’s degree from Wheaton

College and a Juris Doctor Degree

from Villanova University.

Pam Cheng

Executive Vice-President,

Global Operations, IT & Chief

Sustainability Officer

Pam was appointed Executive

Vice-President, Operations & IT

in June 2015 and took on the

sustainability strategy in January

2023. Prior to AstraZeneca, she

worked for Merck/MSD, Universal

Oil Products, Union Carbide and GAF

Chemicals. She holds Bachelor’s

and Master’s degrees in chemical

engineering from Stevens Institute

of Technology and an MBA from

Pace University.

David Fredrickson

Executive Vice-President, Oncology

Haematology Business Unit

Dave is responsible for driving

growth and maximising commercial

performance of the AstraZeneca

global Oncology and Haematology

portfolio. Before joining AstraZeneca,

Dave worked at Roche/Genentech,

where he served in several functions

and leadership positions. Dave is a

graduate of Georgetown University

in Washington DC.

Iskra Reic

Executive Vice-President,

International

Iskra is responsible for overall strategy

and driving sustainable growth

across the International region, which

includes China, Asian and Eurasian

markets, Middle East & Africa, Latin

America, Australia and New Zealand.

Iskra has a PhD in Strategy and

Leadership and an International

Executive MBA in Business and

Leadership from the IEDC-Bled

School of Management, Slovenia.

Ruud Dobber

Executive Vice-President,

BioPharmaceuticals Business Unit

Ruud is responsible for the disease

areas of CVRM, R&I and V&I. Ruud

joined AstraZeneca in 1997 and held

various executive roles externally

before this. Ruud was previously

a research scientist in immunology

and ageing, holding a PhD in

Immunology from the University

of Leiden, the Netherlands.

Susan Galbraith

Executive Vice-President,

Oncology Haematology R&D

Susan has global accountability for

Oncology and Haematology R&D

from discovery through to late-stage

development. Susan joined

AstraZeneca in 2010, having previously

worked at Bristol-Myers Squibb.

She graduated in medicine from

Cambridge University, has a PhD from

the University of London and qualified

as a Clinical Oncologist in 2001.

Further information on the SET

members is available on our

website, www.astrazeneca.com.

See Board of Directors

biographies from page 68.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Senior Executive Team (SET)

at 10 February 2026

The Board ensures that the necessary

resources, policies and practices are in place

to help the Company meet its objectives and

measure its performance against them. The

Group Internal Audit (GIA) and Compliance

functions provide quarterly reports to the

Audit Committee on their activities and

annual reviews of key themes, processes

and systems (including arrangements for

whistleblowing). The Board has full oversight

of these matters by way of the Audit

Committee Chair’s reports to the Board

after each Audit Committee meeting.

Board members are also able to access the

information provided to the Audit Committee.

B. Purpose, culture and strategy

The Board believes that our Purpose,

to push the boundaries of science to deliver

life-changing medicines, positions

AstraZeneca for long-term sustainable success.

Our Code of Ethics and Values underpin how

we work together and the behaviours that

drive our success and support our culture.

The Board is responsible for setting our

strategy and policies, overseeing risk and

corporate governance, and monitoring

progress towards meeting our objectives

and annual plans. The Board conducts an

annual review of the Group’s overall strategy.

C. Board decisions and outcomes

The Board makes decisions in the context

of the Company’s strategy and objectives.

Examples of such decisions and their

outcomes can be found in the Connecting

with our stakeholders section on pages 74

to 76 and the Principal Decisions section

on page 77.

D. Stakeholder engagement

The Board aims to ensure a good dialogue

is maintained with shareholders, so that

their views are understood and considered.

The Board also engages with and considers

wider stakeholder groups, including the

workforce, in its decision making.

E. Workforce policies and practices

Based on our Values, expected behaviours

and key policy principles, our Code of Ethics,

which applies to all employees, including the

Board, empowers employees to make

decisions in the best interests of the Group,

the Company, society and the patients we

serve. Employees are able to raise concerns

anonymously via the AZ Ethics helpline.

2. Division of responsibilities

F. Chair of the Board

Michel Demaré, our Non-Executive Chair,

is responsible for leading the Board and

its overall effectiveness in directing the

Company. Mr Demaré was first appointed

to the Board in 2019 and was considered

to be independent on his appointment

as Chair in April 2023.

G. Board composition, independence

and division of responsibilities

The composition of the Board is set out

on pages 68 and 69, with the majority

consisting of independent Non-Executive

Directors.

Directors’ independence is considered

annually by the Board. In December 2025,

the Board considered the independence

of the Non-Executive Directors, other than

the Chair of the Board, for the purposes

of the Code, the US Nasdaq Listing Rules

and (in anticipation of the harmonised listing

structure becoming effective) the NYSE

Listing Rules. Taking into account the

recommendations set out in the Code,

the Nasdaq Listing Rules and NYSE Listing

Rules, the Board considers that all the

Non-Executive Directors, except Marcus

Wallenberg, are independent. Mr Wallenberg

was appointed as a Director of Astra in

May 1989 and subsequently became

a Director of the Company in 1999. He is

also a Non-Executive Director of Investor

AB, which has a 3.33% interest in the issued

share capital of the Company as at

31 January 2026. Due to his overall length

of tenure and relationship with a significant

shareholder, the Board does not believe

that he can be determined independent.

As well as being a Non-Executive Director

of AstraZeneca and Chair of the Board’s

Sustainability Committee, Nazneen Rahman

is the Director of the Sustainable Medicines

Partnership (SMP), a multi-stakeholder,

not-for-profit collaboration with the aim

of advancing the environmental sustainability

of medicines. AstraZeneca is a strategic

collaborator in the SMP. Dr Rahman has

recused herself from acting as the lead

contact for the SMP in its relationship

with AstraZeneca, and this relationship,

including project work and overall

programme management, is handled by

other members of the SMP team.

The Directors are collectively responsible

for the success of the Group. The roles of

the Board, Board Committees, Chair, Senior

independent Non-Executive Director and

CEO are documented, as are the Board’s

reserved powers and delegated authorities.

The Board’s responsibilities and the

Statement of compliance

Our statement of compliance below describes

how we applied the principles in the 2024

UK Corporate Governance Code (the Code)

for the year ended 31 December 2025.

Throughout the accounting period, we have

complied with all the provisions of the Code.

A copy of the Code can be found on the

Financial Reporting Council’s (FRC)

website, www.frc.org.uk.

Additional information for Swedish

shareholders

The Company is incorporated under the

laws of England and Wales and its shares

are listed on the London Stock Exchange,

Nasdaq Stockholm and the New York Stock

Exchange (NYSE). In accordance with the

Company’s listing on the London Stock

Exchange, it applies the principles set out

in the Code. As a result of its listing on

Nasdaq Stockholm and in accordance

with Swedish regulations, the Company

is required to disclose the material ways

in which its corporate governance practices

differ from those applied by Swedish

companies following the Swedish Corporate

Governance Code (the Swedish Code).

A summary of the material ways in which

the corporate governance practices applied

by the Company differ from the principles

of the Swedish Code, and a general

description of the main differences in

minority shareholders’ rights between

the Company’s place of domicile (the UK)

and Sweden, are available on our website,

www.astrazeneca.com/investor-relations/

corporate-governance.html.

1. Board leadership and Company

purpose

A. Role of the Board and resources

and control

The Board’s role is to promote the long-term

sustainable success of the Company.

The Directors’ diverse range of skills,

experience and industry knowledge, and

ability to exercise independent and objective

judgement, help the Board to operate

effectively in its oversight of delivery of the

Group’s strategy, generation of shareholder

value and contributions to wider society.

The Board’s effective operation is

underpinned by a sound governance

structure, described on page 67. Through

a programme of regular Board and Board

Committee meetings, Directors receive

information on AstraZeneca’s financial

performance, the R&D pipeline and critical

business issues. The Board is accountable

to our shareholders for the proper conduct

of the business and our long-term success,

and seeks to represent the interests

of all stakeholders.

For more information on:

Our Purpose, Values and

Business Model, see pages 8

and 9.

Our Code of Ethics, see pages

34 and 35.

Stakeholder engagement, see

pages 74 to 76 and throughout

the Strategic Report. Our

Section 172(1) Statement is

set out on page 46.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

| Compliance with the UK Corporate Governance Code

members’ time commitment to the Company

is sufficient to fulfil their duties as Directors

and fully discharge their obligations to

shareholders, particularly in the case of the

Chairs of Board Committees. For the Chair

of the Board, generally, as a basic

commitment, it is expected that they would

need to devote about 40% of their time

or the equivalent of not less than 90 days

per annum in the fulfilment of their duties.

When contemplating taking up additional

appointments, Non-Executive Directors

consult the Chair to ensure thought is

given to any potential impact on their time

commitment to AstraZeneca. Careful

consideration is given to the nature of the

potential appointment and the type of

company involved (for example, whether

the company is a public listed company

or privately held), to help assess the likely

time requirement. For significant additional

appointments, the full Board would typically

be involved in this process.

In 2025, Pascal Soriot was appointed as

a Director of Agilent Technologies Inc. and,

in 2026, Diana Layfield was appointed as

CEO of Monzo Group. These appointments

were considered and approved by the Board

in advance on the basis that they would not

prevent or reduce the ability of either

Director to perform their roles for

AstraZeneca to the required standard.

The Board recognises that Mr Wallenberg

has a wide portfolio of other roles, but

believes he has brought, and continues

to bring, considerable business experience

and makes a valuable contribution to the

work of the Board, which his portfolio of

other roles supports. The Board is also

satisfied that he is able to devote sufficient

time to discharge his responsibilities as a

Director, as demonstrated by his attendance

at Board meetings, as detailed on page 67.

The performance of the Non-Executive

Directors is assessed annually as part

of the Board’s performance evaluation,

as described on page 78.

Subject to specific Board approval,

Executive Directors may accept external

appointments as non-executive directors

of other companies and retain any related

fees paid to them, provided that such

appointments are not considered by the

Board to prevent or reduce the ability of the

executive to perform his or her role within

the Group to the required standard.

I. Company Secretary

The Company Secretary is responsible to

the Chair for ensuring that all Board and

Board Committee meetings are properly

conducted, that the Directors receive

appropriate information prior to meetings

to enable them to make an effective

contribution, and that governance

requirements are considered and

implemented. The 2025 Board

performance evaluation set out on

page 78 provides details of the effective

operation of the Board.

3. Composition, succession and

evaluation

J. Appointments and succession planning

The Nomination and Governance Committee

and, where appropriate, the full Board,

regularly review the composition of the

Board and succession plans for both SET-

and Board-level positions. Directors have

regular contact with, and access to,

succession candidates for SET positions.

There is a formal, rigorous and transparent

procedure for appointments to the Board,

which is based on merit and objective

criteria and takes into account the

importance of diversity, inclusion and equal

opportunities when considering potential

appointments. The Nomination and

Governance Committee Report details

the process for appointments approved

during the year on pages 79 and 80.

All Directors retire at each AGM and may

offer themselves for re-election by

shareholders. The Notice of AGM will give

details of those Directors seeking election

or re-election.

K. Skills, experience and knowledge

When the Nomination and Governance

Committee reviews the composition of the

Board and its Committees, it uses a matrix

that records the skills and experience of

current Board members and compares this

with the skills and experience it believes

are appropriate to the Company’s overall

business and strategic needs, both now and

in the future. The Committee is also mindful

of Directors’ lengths of tenure and the need

to refresh Board membership over time.

L. Board evaluation

In 2025, the Board undertook an internal

Board performance review. More information

on the review process, including the results

and actions taken, can be found on page 78.

governance structure by which it delegates

authority are outlined in the Corporate

Governance Overview on page 67.

The CEO can exercise all the powers of

the Board, except for those matters that

are reserved to, and can only be approved

by, the Board or a Committee of the Board.

From January 2026, the matters reserved

for the Board include: the appointment,

termination and remuneration of any Director;

approval of the annual budget; approval of

any item of fixed capital expenditure or any

proposal for the acquisition of an investment

or business which exceeds $500 million;

approval of any proposal for the disposal

of an investment or business which exceeds

$300 million; the raising of capital or loans

by the Company (subject to certain exceptions);

the giving of any guarantee in respect of any

borrowing of the Company; and allotting

shares of the Company.

H. Non-Executive Directors’ role

and time commitment

The Non-Executive Directors exercise

objective judgement in respect of Board

decisions, providing scrutiny and challenge

and holding management to account.

Non-Executive Directors also offer strategic

guidance and specialist advice based on

their breadth of experience and knowledge.

The Non-Executive Directors regularly meet

without the Executive Directors or other

management present.

Philip Broadley was appointed Senior

independent Non-Executive Director

on 1 March 2021 and serves as a sounding

board for the Chair and as an intermediary

for the other Directors when necessary.

As Senior independent Non-Executive

Director, he is also available to shareholders

if they have concerns that contact through

the normal channels of Chair or Executive

Directors has failed to resolve, or for which

such contact is inappropriate. During the

year, no shareholders asked to meet with

Mr Broadley formally in his role as Senior

independent Non-Executive Director.

As well as their work in relation to formal

Board and Board Committee meetings,

Non-Executive Directors commit time

throughout the year to meetings and

telephone calls with various levels of

executive management and other key

stakeholders, visits to AstraZeneca’s sites

throughout the world (whether in person

or virtually) and, for new Directors, induction

sessions and site visits. The Chair and

individual Board members ensure that Board

For more information on:

The work of the Nomination and

Governance Committee, see

pages 79 and 80.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

| Compliance with the UK Corporate Governance Code

continued

5. Remuneration

P. Remuneration policies and practices

The Remuneration Committee is responsible

for determining, approving and reviewing

the Company’s global remuneration

principles and frameworks, to ensure that

they support the strategy of the Company

and are designed to promote long-term

sustainable success.

Q. Developing executive

remuneration policy

The Remuneration Committee routinely

reviews the Directors’ Remuneration Policy

and executive remuneration arrangements

to ensure they continue to promote the

delivery of the long-term strategy and

support the Company’s ability to recruit and

retain executive talent to deliver against that

strategy. The Committee also considers

remuneration arrangements in the context

of corporate governance best practice and

arrangements for the wider workforce, and

regularly consults with its major investors

on remuneration proposals. No Director

is involved in determining their own

remuneration arrangements or outcomes.

R. Remuneration outcomes and

independent judgement

To ensure it maintains independent

judgement when determining remuneration

outcomes, the Remuneration Committee

considers a range of data, including detailed

business and individual performance

information, and also consults with other

Board Committees to utilise their expertise

when determining performance outcomes.

Further information on risk

management and controls

Global Compliance and GIA

Through our compliance programme and

three lines of defence risk management

framework (line management; Risk and

Compliance functions; GIA), Global

Compliance helps the Group achieve its

priorities and do business the right way. It

takes a global approach that addresses key

risk areas, including those related to third

parties and anti-bribery/anti-corruption.

Its work helps us to reinforce compliant

behaviours through our Code of Ethics,

policies, training, advice and guidance.

We also conduct risk assessment activities

and foster a culture where individuals can

raise concerns.

We take alleged compliance breaches and

concerns seriously. We investigate and take

appropriate disciplinary and remediation

action to address and prevent reoccurrence

through internal functions and external

advisers. Depending on breach severity,

the Group may need to disclose and/or

report the incident to a regulatory

or government authority.

Global Compliance provides assurance

insights to the Audit Committee on compliance

matters. GIA carries out a range of audits

and periodically reviews the assurance

activities of other Group functions.

The results from these activities are reported

to the Audit Committee. Global Compliance

and GIA share outcomes and coordinate

reporting on compliance matters throughout

the organisation. GIA is established by the

Audit Committee on behalf of the Board

and acts as an independent and objective

assurance function guided by a philosophy

of adding value to improve the operational

control framework of the Group. The scope

of GIA’s responsibilities encompasses, but

is not limited to, the examination and

evaluation of the adequacy and effectiveness

of the Group’s governance, risk management

and internal control processes in relation

to the Group’s defined goals and objectives.

Among others, internal control objectives

considered by GIA include:

•

Compliance with significant policies,

plans, procedures, laws and regulations.

•

Consistency of operations or programmes

with established objectives and goals,

and effective performance.

•

Safeguarding of assets.

Based on its activity, GIA is responsible

for reporting significant risk exposures

and control issues identified to the Board

and to senior management, including fraud

risks, governance issues and other matters

needed or requested by the Audit

Committee. It may also evaluate specific

operations at the request of the Audit

Committee or management, as appropriate.

4. Audit, risk and internal control

M. Internal and external audit

The Audit Committee is responsible

for reviewing the relationship with, and

independence of, our external auditor, PwC.

The Committee maintains a policy for the

pre-approval of all audit services and

audit-related services undertaken by the

external auditor, the principal purpose of

which is to ensure that the independence

of the external auditor is not impaired.

The Audit Committee also reviews the

independence and effectiveness of GIA.

N. Fair, balanced and understandable

assessment

The Board considers this Annual Report,

taken as a whole, to be fair, balanced and

understandable, and provides the

information necessary for shareholders

to assess AstraZeneca’s position and

performance, business model and strategy.

The Board’s assessment is described

on page 86.

The Board and the Audit Committee review

the Company’s quarterly financial results

announcements to ensure they present

a fair, balanced and understandable

assessment of the Company’s position

and prospects to shareholders.

O. Risk management

The Board is responsible for the Company’s

risk management system and internal

controls, and their effectiveness. The Board

delegates some responsibilities for risk

management oversight to the Audit

Committee, such as quarterly reviews

of the Company’s principal and key active

risks. During 2025, the Directors continued

to review the effectiveness of our system

of controls, risk management (including

a robust assessment of the emerging and

Principal Risks) and high-level internal

control processes. This included an annual

Governance and Assurance Report to all

Directors, which is considered in detail

by the Audit Committee and reviewed

by the Board.

Any areas of concern are highlighted in the

Audit Committee Chair’s update to Directors

at the relevant Board meeting and discussed

by the Board. The report is based on a full

year-end review of the Company’s risk and

control processes (incorporating financial,

operational and compliance controls) and

findings from assurance processes.

The Directors believe that the Group

maintains an effective, embedded system

of risk management and internal controls

and complies with the FRC’s guidance.

For more information on:

The work of the Remuneration

Committee, see from page 90.

Our resources and controls,

see the Audit Committee Report

from page 83.

External audit, see page 85

and Note 31 to the Financial

Statements on page 191.

Internal Audit, see page 85.

Our Viability Statement, see

page 46 and the Risk Overview

from page 47.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

Considering the interests of our stakeholders is

fundamental to our Group’s strategy. The following

table identiﬁes our most strategically signiﬁcant

stakeholders and summarises the engagement that

has been undertaken by management during 2025.

Patients and patient networks

Payers

Investor community

Overview

Significance of the

stakeholder to the

business

Patients are at the heart of what we do.

Our stakeholders include individual

patients, caregivers and patient advocacy

organisations. We listen to their

experiences, embedding these insights

into every aspect of our work, and partner

with them to enable access to high-

quality, resilient healthcare systems,

ensuring that the medicines and services

we develop have the greatest impact

on their lives.

AstraZeneca works closely with payers,

including governments and medical

insurance companies among others,

to understand the impact of pricing

medicines on public and private budgets.

The Board and management maintain

regular and constructive dialogue with

investors to communicate our strategy.

We provide objective information about

performance to enable investors to put

a fair value on the Company and ensure

our continued access to capital.

Interests

Issues and factors

which are most

important to the

stakeholder group

•

Gathering and incorporating diverse

insights throughout the drug

development process to minimise patient

burden and measure outcomes they

care about most.

•

Ensuring healthcare systems are

designed and delivered with the patient

in mind.

•

Providing transparent, accessible

information.

•

Ensuring the safety, efficacy and

affordable accessibility of our medicines.

•

Sustainable access to safe and

effective innovative medicines.

•

Pricing of medicines, including

breakthrough therapies and impact

on public budgets.

•

Containing reimbursement expenditure.

•

Attracting business investment.

•

Investing in research and scientific

collaborations.

•

Financial and commercial

performance.

•

R&D strategy, resource allocation

and pipeline development.

•

Culture, values and behaviours.

•

Exposure to geopolitical and

macroeconomic risks.

•

Sustainability and governance matters.

Engagement

Examples of

engagement in 2025

•

Increased number of diverse patient

engagements throughout drug

development.

•

Involved patients and caregivers in

co-creation of multiple programmes.

•

Expanded patient support and

affordability programmes.

•

Collaborated with patient advocacy

organisations on key healthcare system

transformation projects, enabling

access to improved healthcare

and medicines across the globe.

•

Engaged governments and

policymakers to increase understanding

of the AstraZeneca business model,

to support investment in life sciences

and to improve access to new medicines.

•

Engaged in discussions on evolving

the current reimbursement system

for medicines in the US.

•

Hosted site visits and tours at our

manufacturing and R&D facilities

for international and local politicians.

•

Ongoing communications with

shareholders, including quarterly

results calls, in-person and virtual

meetings and roadshows.

•

Gave online presentations, including

investor events at medical conferences,

and a webinar on our sustainability

progress.

•

Receptions hosted by the Chair

of the Board.

Outcomes

Actions which

resulted

•

Delivered impactful and actionable

insight to drive patient-focused

drug development.

•

Increased patient support programmes.

•

Drove global consensus and supported

the community to strengthen national

healthcare systems.

•

Established working relationships

with key government stakeholders.

•

Organised regular meetings and events

to increase understanding of how

governments can better support life

sciences investment and improve

patient access to new medicines.

•

Maintained access to senior and

next-level/operational management,

including increased virtual

engagement.

•

Continued to streamline external-

facing materials to provide increased

transparency, following discussion

with shareholders.

•

Increased focus on sustainability

matters within results announcements

and shareholder engagements.

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance Report

| Connecting with our stakeholders

Healthcare professionals

Academic and R&D partners

Commercial collaborators and partners

Overview

Significance of the

stakeholder to the

business

Healthcare professionals (HCPs) are the

interface with patients. They provide insights

into clinical trial design, and prescribe and

advise patients on administering medicines.

They also provide safety reports, collaborate

in clinical studies and assist with the ethical

and transparent distribution of medicines.

We collaborate with academic institutions

and non-profit R&D partners globally

to access the best science, stimulate

innovation and deliver life-changing

medicines to patients.

Partnering is an increasingly important

part of our business. By combining

forces, AstraZeneca and our partners

can accelerate innovative science

to bring life-changing medicines

to patients.

Interests

Issues and factors

which are most

important to the

stakeholder group

•

Development of medicines for unmet

medical need.

•

Education and information on advances

in medical science.

•

Accurate and balanced information

on licensed medicines, including

up-to-date safety data.

•

Uninterrupted supply of quality medicines.

•

Ethical and transparent interactions

with industry.

AstraZeneca had approximately 1,500 active

academic collaborations during 2025:

•

To advance innovative technology

and science.

•

To address key scientific challenges.

•

To access the next generation of

science leaders.

•

Sharing vision and values.

•

Developing innovative medicines

and improving access to them.

•

Cultivating trust and transparency

in research, disclosures and

relationships with stakeholders.

•

Willingness to collaborate with industry

peers to optimise outcomes for

common stakeholders, e.g. patients,

physicians, policymakers and

healthcare systems.

Engagement

Examples of

engagement in 2025

•

Engaged in HCP educational events,

advisory boards and clinical trials.

•

Responded to more than 146,800 HCP

enquiries and processed adverse event

reports from HCPs which contribute

to the understanding of the safety profile

of our medicines.

•

We support more than 1,000 early career

positions in R&D globally, including

apprentices, graduates, placement

students, sponsored PhDs, postdoctoral

researchers and clinical fellows.

•

Through our Open Innovation programme,

we openly share molecules, data and

scientific expertise with academic

researchers and start-ups; we currently

have multiple ongoing clinical trials, over

150 ongoing preclinical studies and

collaborative research projects, and

we are participating in more than 20

public-private partnership projects aimed

at addressing key scientific challenges.

•

Held joint seminars, education sessions,

science days and consortia with research

institutions such as: Partners of Choice

Network, Yale University, Stanford

Medicine and Moffitt Cancer Center.

•

Regular alliance governance meetings

to ensure collaborative approach

across organisations.

•

Joint responsibility for deliverables

and outcomes across functions

at all levels.

•

Multiple discussions with regulators,

policymakers, patient groups and

clinicians, to inform development and

commercial strategy to best meet

patient needs.

Outcomes

Actions which

resulted

•

Advisory boards informed clinical research

and product strategy.

•

Clinical studies have led to new products.

•

Exchange of information supported HCP

clinical decision making.

•

Enabled new technologies, new target

identification and validation, and new

biomarkers.

•

Scientific publications and knowledge

sharing.

•

Hosting apprenticeship, studentship,

postgraduate and postdoctoral

programmes to facilitate scientific

discovery.

•

Optimisation of outcomes through

combined skillsets and use of

innovative technologies/platforms

to support development of new

medicines.

•

Multiple late-stage trials initiated

across multiple disease/patient types.

•

Accelerated launch of new medicines

in unique areas.

•

Greater collaboration and relationships

with industry partners and stakeholders.

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

AstraZeneca

Annual Report & Form 20-F Information 2025

How the Board engages with stakeholders

For more information on how

management and the Board

have considered modern

slavery, see the Audit

Committee Report from page 83,

Human Rights on page 217 and

AstraZeneca’s Modern Slavery

Act Statement, which is

available on our website,

www.astrazeneca.com.

Community

We believe that creating a positive impact

for people, society and the planet requires

meaningful investments in the communities

where we live and work, with a focus on the

underserved. Our community investment

activities support non-profit organisations

all over the world to advance health equity,

increase access to care, drive scientific

innovation and build healthy and resilient

communities for all.

Workforce

We continue to build talent internally by

developing critical skills across our workforce,

ensuring we have the capabilities to achieve

our Ambition 2030. Our employees are a key

part of our strategy, and we are committed

to being a great place to work.

Health authorities

We engage regulators globally about the

manufacture, development, review, approval

and marketing of our products.

In addition to the principal stakeholders described on pages 74 and 75, the Board considers the following stakeholder groups important

for the business operations and strategic direction of the Company.

Governments

AstraZeneca partners closely with

governments around the world to promote

health, support healthcare research and

innovation, facilitate equitable access to

innovative care solutions, and build resilient

and sustainable healthcare systems.

Multilateral and non-governmental

organisations

AstraZeneca partners with multilateral

organisations and non-governmental

organisations (NGOs) to improve health

equity, strengthen health systems resilience

and tackle climate change, all in support

of the UN Sustainable Development Goals.

In health equity, we focus on ensuring

representation in our science, including

clinical trials and genomics research, and

improving healthcare delivery through

equitable screening, diagnosis and treatment

programmes. Our community investments

help to prevent disease through youth health

promotion and education, and support

urgent humanitarian needs, including

disaster relief and product donations.

Media

An active and constructive relationship with

the media is important to build trust with the

Company’s key stakeholders by transparently

reporting on the Group’s activities, including

the results of key trials and business

updates, as well as seeking to enhance and

protect the reputation of the organisation.

Suppliers and third-party providers

We work with a broad range of third-party

suppliers to provide the goods and services

needed to deliver life-changing medicines

to patients globally. Our Procurement

function operates efficiently and effectively

to drive collaboration with those third-

parties, fostering innovative, ethical and

sustainable ways of working across the

entire supply chain.

The stakeholder table on pages 74 and 75

sets out management’s main interactions

with certain key stakeholders. Feedback

from these interactions is provided to the

Board in a variety of ways, which allows

the Board to understand the key interests

of stakeholders and consider them in its

decision-making process.

The Board undertakes additional direct

engagement with stakeholders to better

understand their interests and concerns, so

these can be factored into its decision making.

Examples of the Board’s engagement are set

out in the following columns. Information on

how stakeholders and other factors were

considered in the Board’s principal decisions

in 2025 is set out on the following page.

Full Board/Other

•

During 2025, a number of Directors,

including the CEO, the CFO and the

Chair, met investors at roadshows and

in one-on-one and group meetings.

•

The 2025 AGM and the November 2025

general meeting regarding the harmonised

listing structure were digitally-enabled

and broadcast live, which allowed the

Company’s geographically diverse

shareholder base to participate in the

meeting and engage with the Board. The

digitally-enabled format allowed Directors

and shareholders to join from locations

across the globe.

•

Investor reports and financial analysts’

consensus data are made available to

the Board. Feedback is regularly provided

to the Board by management on their

interactions with investors.

•

The CEO and the CFO, along with

other members of management, met

governmental agencies and regulators

to discuss matters including the pricing

of medicines and equitable access.

•

The CEO and other members of

management attended a number of

scientific conferences in 2025, relevant

to the Company’s main areas of R&D

and Commercial activity.

•

During the 2025 World Economic Forum

in Davos, Switzerland, the Chair and

senior leaders met with more than

25 governments and participated in four

speaking engagements, highlighting the

need to advance the sustainable

transformation of health systems.

•

The Chair was elected to the Steering

Committee of the European Round Table

of Industry (ERT) in May 2025. Through ERT

plenaries, as well as Steering Committee

and other meetings, the Chair engaged

high-level officials from the EU, Denmark,

Italy and the UK on strengthening

European economic competitiveness

and building more resilient and

sustainable health systems.

•

The CEO, CFO and the Chair, regularly

engaged with employees through

in-person and online events, including

‘townhalls’ and ‘fireside chat’ sessions.

Employees had the opportunity to ask

questions in advance or during sessions.

•

As part of its scheduled meetings during

the year:

–

In London, UK, the Board hosted

select employees for a lunch.

–

In Cambridge, UK, the Board met

employees, including scientists and

commercial teams, and external

stakeholders, including academics

and scientists.

–

In Gaithersburg, US, the Board hosted

select employees for lunch and hosted

a ‘townhall’ meeting.

–

In Abu Dhabi, UAE, the Board hosted

select employees for a dinner, hosted

a ‘townhall’ meeting and met external

stakeholders, including Abu Dhabi

government officials, through a series

of site visits and presentations.

•

The Committees of the Board also engage

with employees and other stakeholders on

matters within their areas of responsibility.

For further information on Board

Committees’ engagement activities, see:

–

Science Committee Report on page 81

–

Sustainability Committee Report on

page 82

–

Audit Committee Report from page 83

–

Directors’ Remuneration Report from

page 90.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

| Connecting with our stakeholders

continued

•

Assessed potential candidates’ experience

through review and meetings to confirm

they possessed the expertise and skills

necessary to contribute to the Company’s

long-term strategy, support management

in delivering long-term shareholder value

and life-changing medicines, and uphold

the highest standards for business conduct.

•

Considered the independence of potential

candidates by assessing potential conflicts

of interest and affiliations to maintain

objectivity and unbiased judgement

in Board deliberations.

Harmonised listing structure

In September 2025, the Board approved the

harmonisation of the Company’s listing

structure, involving a direct listing of

AstraZeneca Ordinary Shares on the New

York Stock Exchange to replace the listing of

American Depositary Shares on the Nasdaq

in the US. Following shareholder approval

of the adoption of new Articles of Association

at a general meeting in November 2025,

the harmonised listing structure became

effective on 2 February 2026.

The Board considered:

How the Board had regard

to these matters:

•

Reviewed the strategic rationale for

the harmonised listing structure and

confirmed its alignment with the

Company’s long-term strategy for

sustainable growth.

•

Considered the benefits to the Company

of a global listing structure to widen the

pool of investors in AstraZeneca,

especially US domestic institutional and

retail investors, and ensuring that the

Group has the flexibility to access the

broadest available pool of capital,

including in the US.

•

Considered the benefits to investors

of being able to trade their interests in

AstraZeneca Ordinary Shares across the

London, New York and Stockholm Stock

Exchanges, with the Company remaining

UK listed, headquartered and tax resident

and continuing to be included in the

FTSE 100 index and the OMX Stockholm

30 index.

Capital expenditure

In December 2025, the Board approved the

Group’s overall capital expenditure for 2026

which include investments by the Company

in new and expanded manufacturing

facilities in Virginia and Maryland, US which

form part of the Company’s planned

$50 billion investment in the US by 2030.

The Board considered:

How the Board had regard

to these matters:

•

Considered the Group’s Purpose, to

push the boundaries of science to deliver

life-changing medicines to patients, and

how the Company’s capital investments

would support this Purpose.

•

Reviewed the alignment of the capital

spend to strategic priorities, business

needs and delivery of Ambition 2030.

•

Evaluated how the Company’s capital

investments would support the robust

pipeline of new modalities and growth

ambitions and enhance competitive

position.

Key

Employees

Investors

Patients

The long-term success

of the Company

Maintaining high standards

of business conduct

Pipeline strengthening transactions

During 2025, the Board approved the

acquisition of EsoBiotec and the

restructuring of the

Koselugo

collaboration

as part of its commitment to strengthen the

Group’s pipeline and financial performance.

The Board considered:

How the Board had regard

to these matters:

•

Reviewed the strategic rationale for the

transactions and confirmed alignment with

long-term growth objectives and delivery

of the Ambition 2030 goals.

•

Considered the benefits to patients

if the Group was able to accelerate the

development of novel treatments, which

could potentially deepen clinical

responses and improve patient outcomes.

•

Assessed the financial impact of the

transactions on the Group’s viability

and capital allocation priorities, alongside

the potential financial benefits from

the transactions.

Appointment of Karen Knudsen

as Non-Executive Director

In February 2025, the Board approved

Karen Knudsen’s proposal for election as a

Non-Executive Director at the Company’s

AGM. Following shareholder approval at the

AGM, Karen’s appointment became effective

on 11 April 2025. Karen joined the Science

Committee and Sustainability Committee

upon her appointment.

The Board considered:

How the Board had regard

to these matters:

•

Considered the Board’s diversity, time

commitments of potential candidates and

other relevant governance considerations,

including UK Corporate Governance Code

provisions, as well as Board and Board

Committee skills requirements and

succession planning considerations.

•

Considered changes to the wider business

environment, such as the increasing

importance of technology and AI, and

changes in modalities, and what skills

the Board needed to ensure that it could

provide appropriate oversight to help

the Company continue to grow in such

an environment.

Set out below are examples of how key stakeholders, Section 172(1) of the Companies Act 2006 duties and other matters were considered

by the Board when making its Principal Decisions in 2025.

Principal Decisions in 2025

For our Section 172(1)

Statement, see page 46.

For more information, on:

Acquisitions and collaborations,

see Business development

on page 37 of the Business

Review.

Committees’ composition and

succession planning, see the

Nomination and Governance

Committee Report, on pages 79

and 80.

Investments, divestments and

capital expenditure, see US

investment plans on page 63.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

| Principal Decisions

•

In-person and virtual engagement with the

workforce, including ‘townhall’ meetings,

‘fireside chats’, Q&A sessions and lunches

when Board members visit our sites.

In 2025, Directors, individually and jointly,

visited various Group sites or hosted

in-person ‘townhall’ meetings across

the world, including in Belgium, Canada,

China, Germany, India, Ireland, Italy,

Mexico, Poland, Switzerland, the United

Arab Emirates, the US and the UK. This

approach maximises the reach of these

engagements and ensures interactions

across diverse roles and geographies,

as well as facilitating understanding

of business operations.

•

The Board’s review of key workforce

data included the global workforce Pulse

survey, the biannual Workforce Culture

and Employee Engagement Report, and

data relating to talent, development,

inclusion and diversity initiatives. These

reports help demonstrate how our Values

and behaviours are embedded throughout

the workforce. Where the Board has

concerns that the culture does not reflect

our Values, the Board seeks assurances

from management that remedial action

has been taken and, where necessary,

requests senior management’s

attendance at Board meetings to discuss

corrective actions.

•

The Remuneration Committee’s evaluation

of reward across the workforce

(as described on page 109).

Where required, issues or concerns

raised by the workforce are fed back to

management and discussed by the Board.

The Board believes that these holistic

approaches provide comprehensive access

to the views of the workforce, regardless

of location, and deliver meaningful insights

to inform strategic decision making.

AstraZeneca is committed to being a great

place to work. Engagement with our

employees and wider workforce is an

important element in ensuring an environment

where everyone is respected, openness is

valued, diversity is celebrated, and every

voice is heard. Our global workforce plays

a critical role in upholding our Values,

delivering our strategic priorities, and

sustaining both short- and long-term

performance. For AstraZeneca, ‘global

workforce’ includes full-time and part-time

employees, fixed-term workers and external

contractors working full- or part-time,

anywhere in the world.

The Board believes that engagement with

the workforce is a collective responsibility.

Consequently, the Board has chosen not

to implement any of the three methods set

out in the Code. Instead, it utilises a range

of established mechanisms and

communication channels across the Group

to ensure meaningful engagement with the

global workforce. These include:

2025 meeting. Ahead of the full Board

discussion, the Chair used the report to

guide his annual individual discussions

with each Director to reflect on their

contributions to the Board and identify

personal development needs. The Company’s

last externally facilitated Board evaluation

took place in 2024.

2025 outcomes and actions against

prior year recommendations

Key conclusions from the 2025

evaluation include:

•

The Board continues to operate effectively

and remains well-balanced in terms

of expertise, geographic representation

and gender diversity.

•

All Committees continue to demonstrate

strong performance and a high level

of commitment to their roles.

The evaluation identified several priorities

for 2026, including:

•

Continued focus on: strategy and

navigating macroeconomic, geographical

and regulatory challenges; portfolio

prioritisation and capital allocation.

•

Board and executive succession planning;

and new technologies, including AI.

•

Continuing to bring significant issues

to the Board in a timely fashion to facilitate

effective discussion.

•

Continuing to build and foster relationships

among Board members and supporting

the integration of newer Board members.

In response to recommendations from

the 2025 evaluation, the following actions

were taken:

•

The Board received enhanced reporting

from the Nomination and Governance

Committee, including regular updates

on Executive Director succession planning.

•

The Board received briefings

on geopolitical risk and the wider

pharmaceutical landscape.

•

The content of the Board’s annual strategy

review was enhanced to provide more

in-depth focus on incremental or newer

areas of the business and more

competitive analysis and increased

review of strategic trends.

As part of the Board performance

evaluation, Directors were asked

to consider the following areas:

• Board composition

• Stakeholder oversight

• Board dynamics

• Board Committees

• Strategic oversight

• Risk oversight

• Succession planning

and people oversight

• Board materials and support

• Areas for future focus

2025 overview

During the year, the Board carried out its

annual evaluation of overall performance,

including that of its Committees and

individual Directors. The 2025 evaluation

was conducted internally, with support from

Christopher Saul Associates (CSA), an

independent, external corporate governance

advisory firm. CSA has no other commercial

relationship with the Company or any

individual Directors.

The evaluation process involved an online

questionnaire covering a broad range

of topics. CSA summarised the key themes

from the responses. The responses and

CSA’s summary were reviewed and

discussed by the Board at its December

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Corporate Governance Report

| Engaging with our workforce

Corporate Governance Report

| Board performance evaluation

“The Nomination and Governance

Committee works on behalf of the

full Board to review the composition

of the Board and its Committees and

carry out succession planning for

all Board positions.”

Nomination and

Governance Committee

members

• Michel Demaré (Chair)

• Euan Ashley

• Philip Broadley

• Sheri McCoy

• Nazneen Rahman

The full role of the Nomination

and Governance Committee

is set out in its terms of

reference, available at

www.astrazeneca.com.

For more information on each

Director’s individual experience

in these areas, see the Board

biographies on pages 68 and 69.

Non-Executive Directors’ experience, as at 31 December 2025

Skills and experience

Total

Business

Finance

Experience in accounting, corporate finance, internal controls and associated risk management.

Management

Experience working in senior management roles of major companies, business transformation

and strategy.

Sales and marketing

Understanding and experience in sales and marketing.

Technology, digital and AI

Knowledge and experience in technology, biotechnology, AI and digital health tools.

Sustainability

Experience in managing the issues and opportunities associated with business sustainability,

including corporate social performance, stakeholder engagement, and science-based solutions.

Geographic

The regions where the Non-Executive Directors are primarily based.

Europe

Asia

Industry-specific

Science

Practical knowledge and experience in scientific research, development and innovation.

Pre-AstraZeneca pharma

Professional experience in the pharmaceutical industry prior to joining AstraZeneca.

Medical doctor/physician

Clinically trained medical doctor and/or physician.

Committee’s role

The Committee works on behalf of the full

Board to review the composition of the Board

and its Committees and carry out succession

planning for all Board positions, including

taking the lead in the search for and

recruitment of new Directors. The Committee

ensures the Board has an appropriate

balance of expertise, experience and diversity.

A matrix that records the skills and experience

of current Board members is one of the main

tools used by the Committee to do this.

The matrix is shown in the table above.

Decisions relating to the appointment

of Directors are made by the entire Board

based on the Committee’s recommendations.

These take into account the merits of the

candidates and the relevance of their

background and experience, measured

against objective criteria, with care taken

to ensure appointees have enough time

to devote to the Board’s business.

Board and Board Committee

composition and succession planning

The Committee considers both planned

and unplanned (unanticipated) succession

scenarios. The Committee continued

to spend considerable time in 2025 on

succession planning for Non-Executive

Directors, as a number of Board members

approach nine-year terms. Having appointed

Rene Haas and Birgit Conix as Non-Executive

Directors with effect from 1 January 2025

and 1 February 2025 respectively, as

reported in the 2024 Annual Report, the

Committee successfully concluded the

appointment of Karen Knudsen as Non-

Executive Director. Karen’s appointment took

effect following shareholder approval at the

AGM in April 2025, and Karen became

a member of the Science Committee and the

Sustainability Committee on appointment.

The search process was led by the Committee

and involved Karen meeting with multiple

Directors. As a globally-recognised cancer

scientist with broad executive experience

in oncology, Karen brings to the Board

significant knowledge and experience

of oncology, the US healthcare industry

and the medical academic environment.

At the AGM in April 2025, Andreas Rummelt

and Deborah DiSanzo retired from the Board.

On behalf of the Board, I would like to thank

them for their service to AstraZeneca and

valuable contributions to the Board’s work.

On behalf of the Nomination and

Governance Committee (the Committee),

I am pleased to present the Committee’s

report on its activities during 2025.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Nomination and Governance Committee Report

The information presented in the tables

was collected on a self-reporting basis.

The Board, SET and Company Secretary

were provided with the prescribed table,

and asked to complete it based on how

they identify. As at 31 December 2025, the

Board is pleased that the Company met the

updated diversity policy targets as specified

in the FCA’s April 2022 Policy Statement on

‘Diversity and inclusion on company boards

and executive management’:

•

50% of the Board (and 50% of Non-

Executive Directors) were women, above

the target of at least 40%.

•

The Company met the policy target that

at least one of the Chair of the Board,

Chief Executive Officer, Senior

independent Non-Executive Director

or Chief Financial Officer be a woman.

•

29% of the Board identified as from an

ethnic minority, above the target of at

least one Board member being from a

non-white ethnic minority background.

Ongoing training and development

Following their appointments during 2025,

Rene, Birgit and Karen were offered a

tailored induction programme to provide an

understanding of the Group, reflecting their

expertise and any Committee memberships.

In addition to arranging comprehensive

induction programmes when new Non-

Executive Directors are appointed to the

Board, the Committee recognises the

importance of continuing development and

training opportunities for all Directors. We

are committed to developing a culture of

lifelong learning throughout our organisation.

Specific sessions with internal and external

experts are periodically arranged for the full

Board, which for example have included

sessions on geopolitical risk, the wider

pharmaceutical landscape and investor

perspectives on the Company and the

pharmaceutical sector.

At least annually, I discuss with each Director

their contribution to the work of the Board

and personal development needs. Directors’

training needs are met by: a combination

of internal and external presentations

and updates, as part of Board and Board

Committee meetings; topic-specific

training sessions, where required; and the

opportunity for Directors to attend external

courses at the Company’s expense.

Directors are also encouraged to visit Group

sites, physically or virtually, to deepen their

understanding of operations and engage

with employees and stakeholders.

Corporate governance

The Committee advises the Board

periodically on significant developments

in corporate governance and the Company’s

compliance with the UK Corporate Governance

Code (the Code). Further information on

our corporate governance arrangements,

including the Company’s statement of

compliance with the Code during the year,

is set out from page 71.

Michel Demaré

Chair of the Nomination and

Governance Committee

The Committee continued routine succession

planning work for the role of CEO, which, as

in previous years, included desktop research

relating to potential external candidates and

continued monitoring of the development of

potential internal candidates. The Committee

also reviewed succession planning for the

Senior Executive Team roles.

Board and Technology, Coulter Partners,

Heidrick & Struggles and Korn Ferry assisted

the Committee with its succession planning

and non-executive search work this year.

Board and Technology, Coulter Partners and

Heidrick & Struggles undertake executive

search assignments for the Company, and

Korn Ferry undertakes executive search

assignments and other recruitment-related

activities for the Company. The four firms

used for succession planning work during

the year have no other connection with

AstraZeneca or its individual Directors.

Inclusion and diversity

The Board views all aspects of diversity

among Board members as important

considerations when reviewing its

composition. The Board aims to maintain

a balance in terms of the range of experience

and skills of individual Board members,

which includes relevant international

business, pharmaceutical industry,

sustainability, and financial experience,

and appropriate scientific and regulatory

knowledge. The biographies of current

Directors are set out on pages 68 and 69.

The Board’s Inclusion and Diversity Policy

(the Policy), which is applicable to the Board

and its Committees, reinforces the Board’s

ongoing commitment to all aspects of

diversity and to fostering an inclusive

environment in which each Director feels

valued and respected. Although the Board

appoints candidates using objective criteria,

primarily based on merit and relevant

experience, it recognises that an effective

Board requires diversity. To help recruit

Directors from a broad, qualified group

of candidates, the Policy requires the use

of at least one professional search firm that

has signed up to the ‘Voluntary Code of

Conduct for Executive Search Firms’, which

the Company has complied with in 2025.

The Board’s approach to inclusion and

diversity continues to yield successful

results, as shown in the following tables.

The Board’s Inclusion and

Diversity Policy can be read

in full on our website,

www.astrazeneca.com.

Information about our approach

to diversity in the organisation

below Board level can be found

in People, on page 39 of the

Business Review.

Table 1. Reporting table on sex/gender representation as at 31 December 2025

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

Number in

executive

management

Percentage

of executive

management

Men

50%

55%

Women

50%

45%

Non-binary

–

Not specified/prefer not to say

–

Table 2. Reporting table on ethnicity representation as at 31 December 2025

Number

of Board

members

Percentage

of the Board

Number of

senior positions

on the Board

Number in

executive

management

Percentage

of executive

management

White British or other White

(including minority-white groups)

71%

82%

Mixed/multiple ethnic groups

–

Asian/Asian British

22%

18%

Black/African/Caribbean/

Black British

–

Other ethnic group, including Arab

–

Not specified/prefer not to say

–

Chair, CEO, CFO and Senior independent Non-Executive Director.

Executive management includes the SET and Company Secretary.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Nomination and Governance Committee Report

continued

Activities during the year

The Committee met seven times during 2025,

both virtually and face-to-face. This included

a two-day meeting at the AstraZeneca site

in Gaithersburg, US where the Committee

members engaged with R&D employees

over several different sessions. Committee

members attended a poster session with

scientists from AstraZeneca and Alexion,

and held one-to-one meetings with global

R&D leaders. The Committee also hosted

a lunch with AstraZeneca scientists,

including rising stars nominated by various

functions, visited the new cell therapy

manufacturing site in Rockville, US and

completed a lab tour of the AstraZeneca

cell therapy research facilities at One

MedImmune Way in Gaithersburg, US.

Our key areas of focus during the year

included:

•

Company strategy and strategic

priorities for R&D:

including key

prioritised science platforms across

R&D (Oncology, BioPharmaceuticals

and Rare Disease) and areas of focus

for long-term success.

•

AstraZeneca R&D strategic science

capabilities:

including the cell therapy

strategy across therapy areas, and

in-depth reviews of precision therapies

(cellular therapies and viral and non-viral

gene therapies) and targeted therapies

(antibody drug conjugates and

radioconjugates).

•

Business development strategy:

engagements with business development

teams across all therapy areas to review

strategic priorities, opportunities under

evaluation and key insights.

•

Acquisitions and in-licensing

agreements:

review for the Board

the scientific case for acquisition,

collaboration and licensing

opportunities, including:

–

Acquisition of EsoBiotec, a

biotechnology company pioneering

in vivo cell therapies that has

demonstrated promising early

clinical activity.

–

A collaboration and licensing agreement

with Harbour BioMed to discover

multi-specific antibodies.

–

A collaboration and licensing agreement

with Syneron Bio to develop macro-

cyclic peptides.

•

Data science and AI:

sessions focused

on multimodal foundation models for clinical

development and enabling data access

for AI as part of a comprehensive

multi-meeting process focused on all

potential impacts of AI on AstraZeneca R&D.

•

Corporate scorecard outturn and goal

setting:

providing insight and feedback

to the Remuneration Committee in support

of 2025 achievements and 2026 goal

setting relating to R&D.

Euan Ashley

Chair of the Science Committee

Chair’s introduction

The Science Committee’s (the Committee)

core role is to provide assurance to the

Board regarding the quality, competitiveness

and integrity of the Group’s R&D activities.

We achieve this through dialogue with

AstraZeneca’s R&D leaders and other

scientist employees, as well as visits

to our R&D sites throughout the world.

Our role is to review and assess:

•

The approaches we adopt in respect

of our chosen therapy areas.

•

The scientific technology and R&D

capabilities we deploy.

•

The scientific strategy for maintaining

our pipeline and competitiveness.

•

The decision-making processes for R&D

projects and programmes.

•

The quality of our scientists, their career

opportunities and talent development.

•

Benchmarking against industry and

scientific best practice, where appropriate.

We also periodically review important

bioethical issues and assist in the

formulation of appropriate policies in relation

to such issues, agreeing these on behalf

of the Board. The Committee also considers

future trends in medical science and

technology, and reviews, on behalf of the

Board, the R&D aspects of specific business

development or acquisition proposals,

advising the Board on its conclusions.

Science Committee

members

• Euan Ashley (Chair)

• Karen Knudsen

•

Diana Layﬁeld

• Tony Mok

• Nazneen Rahman

• Marcus Wallenberg

• EVP, Oncology

Haematology R&D

• EVP, BioPharmaceuticals

R&D

• CEO, Alexion

Appointed as a member of the

Committee on 11 April 2025.

Co-opted member of the Committee.

The full role of the Science

Committee is set out in its

terms of reference, available

at www.astrazeneca.com.

“The Science Committee’s core

role is to provide assurance to

the Board regarding the quality,

competitiveness and integrity

of the Group’s R&D activities.”

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Science Committee Report

In 2025, the Committee met formally twice

and additionally held a dedicated strategy

day with key employees leading our global

sustainability agenda. These engagements

provided valuable insights into the

implementation of our strategy across

the business and enabled deeper dialogue

on emerging priorities. Direct input from

colleagues working on the ground helped

the Committee better understand both the

opportunities and challenges in translating

ambition into action.

The Committee’s discussions this year

focused on several strategic areas:

•

Scope 3 strategy development:

including the transition to next-generation

propellants, product decarbonisation,

supplier engagement, compensation

mechanisms, and target-setting.

•

Health equity:

exploring how our strategy

supports access, affordability, and

outcomes across diverse populations.

•

A strategic review of sustainability

initiatives:

assessing alignment with

our broader corporate objectives and

impact potential.

•

Ambition Zero Carbon:

evaluating our

strategy and targets against the Science

Based Targets initiative (SBTi).

•

Communication of our sustainability

strategy:

ensuring clarity and consistency

in how we share our progress and

priorities with stakeholders.

•

Supporting the Remuneration

Committee

in its consideration of how

the delivery of our sustainability targets

is incentivised.

This year, we were pleased to welcome

Karen Knudsen to the Committee following

her appointment to the Board on 11 April 2025.

Karen brings significant knowledge of the

US healthcare sector and the medical

academic landscape, and her insights have

already proven valuable. I am grateful for

her contributions to the Committee’s

discussions and activities.

As Chair, I remain proud of the Committee’s

contribution to AstraZeneca’s sustainability

journey. We are committed to maintaining

robust governance, fostering transparency,

and supporting the Company in delivering

meaningful impact for patients, communities,

and the planet.

Nazneen Rahman

Chair of the Sustainability Committee

Chair’s introduction

The Sustainability Committee (the

Committee) continued its important work

during 2025 to oversee the execution

of the Company’s sustainability strategy.

In addition to this important function, the

Committee’s other roles are:

•

Collaborating with the Audit Committee

to review the Company’s regulatory

disclosures relating to sustainability

and providing information and advice

to support the Board and Audit

Committee as required.

•

Overseeing communication of

our sustainability activities with

our stakeholders.

•

Monitoring developments and best

practice, and providing input to the

Board and other Board Committees

on sustainability matters as required.

•

Advising the Remuneration Committee on

the Company’s sustainability metrics and

targets, and performance against these.

Activities during the year

Committee meetings and informal

interactions with employees provide

valuable opportunities for members

to engage directly with those responsible

for executing AstraZeneca’s sustainability

strategy. These exchanges helped the

Committee build a deeper understanding

of the initiatives underway, their progress,

and the individuals driving them – insights

we share with the wider Board.

Sustainability Committee

members

• Nazneen Rahman (Chair)

• Karen Knudsen

• Sheri McCoy

• Marcus Wallenberg

Standing attendees at Committee meetings

during 2025 included the: EVP, Global

Operations, IT and the Chief Sustainability

Officer; and VP, Global Sustainability

and SHE.

Appointed as a member of the

Committee on 11 April 2025.

The full role of the Sustainability

Committee is set out in its terms

of reference, available at

www.astrazeneca.com.

For more information about

sustainability at AstraZeneca,

visit www.astrazeneca.com/

sustainability.

“The Sustainability Committee

continued its important work

in 2025 to oversee the execution

of the Company’s sustainability

strategy.”

AstraZeneca

Annual Report & Form 20-F Information 2025

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Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Sustainability Committee Report

Audit Committee members

• Philip Broadley (Chair)

• Sheri McCoy

• Anna Manz

• Birgit Conix

Appointed as a member of the

Committee on 1 February 2025.

and also inform the Committee’s in-depth

review sessions, which have included:

•

Our business development processes.

•

Sustainability-related regulations and the

measures in place to ensure compliance

with regulatory standards, proportionality

and balanced reporting.

•

The tariffs required by the US Government

and the potential impact on the Group.

•

The annual review of the Group’s risk

management framework and approach.

•

A review of major capital projects.

•

The planned upgrade of the Group’s

Enterprise Resource Planning IT systems

(S4HANA Project Axial).

•

Our Information Technology and

Information Security (IT/IS) function,

including management and mitigation

of cybersecurity threats.

•

Our Operations function, as we continue

to evolve our supply chain capabilities.

These sessions allowed the Committee

to explore specific areas of risk in a ‘real

world’ business context and in direct

dialogue with the business that have

responsibility for managing these risks.

Last year we reported that, following a

rigorous tender process, KPMG would be

appointed as the Group’s external auditor for

the financial year ending 31 December 2026.

During the year, the Committee reviewed plans

and activities undertaken by management

related to the audit transition and assurance

that independence would be in place by

1 May 2025. Further details are provided

on page 87. On behalf of the Committee,

I would like to thank PwC for their work

as the Group’s external auditor since 2017.

The Committee also spent considerable

time continuing to keep up to date on

external developments in the reporting

and regulatory environment, including

changes to sustainability-related reporting

requirements in the EU encompassing the

Corporate Sustainability Reporting Directive

(CSRD) and EU Taxonomy. The Committee

reviewed preparations for the new UK Failure

to Prevent Fraud offence and upcoming

changes to the UK Corporate Governance

Code (the Code) in readiness to meet the

additional disclosures over the effectiveness

of material controls as required by Provision 29.

We continued our approach of a combination

of in-person and virtual Committee meetings

and interactions with colleagues from across

the organisation, including in-person visits

by Committee members to AstraZeneca’s

sites in Germany and Poland, details of which

are provided on pages 85 and 86. I also

attended the Group Internal Audit (GIA) annual

conference at our Alexion manufacturing site

in Dublin, which allowed me to engage with

the GIA team and gain strategic insight into

their work. These interactions, along with

the in-depth sessions I refer to above, have

allowed Committee members to maximise

our engagement with colleagues across the

business, deepen our understanding of the

priorities and challenges facing many different

markets and business areas, and hear a wide

range of employees’ views directly.

I was also pleased to welcome Birgit Conix

as a member of the Committee in February

2025 and she has already brought a valuable

contribution to the Committee’s discussions

during the year.

We hope you find the Committee’s

report useful and informative and,

as ever, I welcome any feedback.

Philip Broadley

Chair of the Audit Committee

Chair’s introduction

On behalf of the Audit Committee (the

Committee), I am pleased to present the

Committee’s report on its activities and the

significant matters it considered during 2025.

The Committee’s principal responsibilities

include monitoring the integrity of financial

and sustainability reporting, including formal

announcements relating to financial

performance, reviewing the effectiveness

of internal controls, risk management,

compliance systems and processes,

overseeing the external and internal audit

processes, and oversight of external

sustainability reporting assurance.

The Committee believes that it has carried

out its responsibilities effectively throughout

the year, and to a high standard, providing

independent oversight. It has had good

support from AstraZeneca personnel

and PwC, the Company’s auditors.

The Committee continues to apply appropriate

challenge to the Company’s management, for

example, the change in revenue presentation

to include a new metric, Product Revenue,

and the change in metric from Product Sales

Gross Margin to Gross Margin as a percentage

of Total Revenue, were subject to robust

discussions and scrutiny from the Committee

before it was satisfied with management’s

approach. The Committee also discussed

the implications of US tariffs on accessibility

of medicines, including any accounting

implications, and requested a review of the

nature and accounting for sales incentives.

In addition, the Committee challenged

management on the extent and proportionality

of disclosures relating to sustainability reporting

in light of changing regulatory requirements.

The Committee’s agenda continues to be

driven by the Company’s key active risks

and key strategic programmes which are

considered at every Committee meeting,

“The Committee’s principal

responsibilities include monitoring

the integrity of ﬁnancial and

sustainability reporting, including

formal announcements relating

to ﬁnancial performance, reviewing

the eﬀectiveness of internal controls,

risk management, compliance

systems and processes, overseeing

the external and internal audit

processes, and oversight of external

sustainability reporting assurance.”

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

meetings during the year when the

Committee reviewed cybersecurity risks.

KPMG attended Committee meetings from

July 2025 as part of the audit transition post

independence, as well as attending some

sessions in their role as the sustainability

assurance provider. The Committee, and

separately the Committee Chair, also meet

privately and on an individual basis with

attendees which helps ensure the effective

flow of material information between the

Committee and management. The CEO

and other members of the SET attend

when required by the Committee.

Activities during the year

Financial reporting

Effective internal controls, appropriate

accounting practices and policies, and

the exercise of experienced judgement

by the Committee and the Board underpin

AstraZeneca’s financial reporting integrity.

The Committee’s activities in this area

in 2025 included:

•

Reviewing key elements of the Financial

Statements and the estimates and

judgements contained in the Group’s

financial disclosures, as well as considering

the appropriateness of management’s and

the external auditor’s analysis and

conclusions on judgemental accounting

matters. The significant financial reporting

issues considered are described in detail

in the table on pages 88 and 89. Further

information on the significant accounting

matters considered is included within our

Group Accounting Policies from page 129.

•

Considering the completeness and

accuracy of the Group’s reported financial

performance against its internal and

external key performance indicators

on a quarterly and annual basis.

•

Reviewing the preparation of the Directors’

Viability Statement and considering the

adequacy of the analysis supporting the

assurance provided by that statement,

as well as the going concern assessment

and adoption of the going concern basis

in preparing this Annual Report and the

Financial Statements.

•

Reviewing quarterly updates from both

management and PwC on the programme

of activities relating to control over

financial reporting and the effectiveness

of testing that has been performed

across the internal control environment.

•

Considering the external auditor’s

reports on its audit of the Group Financial

Statements, as well as reports from

management, Global Compliance and

the external auditor on the effectiveness

of our system of internal controls and,

in particular, our internal control over

financial reporting. This included

consideration of compliance with

applicable provisions of the Sarbanes-

Oxley Act, in particular, the status of

compliance with the programme of internal

controls over financial reporting implemented

pursuant to section 404 of that Act.

•

Discussing financial reporting

considerations in relation to significant

transactions that occurred in the year

including the acquisition of EsoBiotec

and FibroGen China, the amortisation

and impairment of intangible assets,

restructuring programmes, the addition

of the Product Revenue subtotal and

the presentation of Alliance Revenue,

Collaboration Revenue and Gross

Margin metrics.

•

Reviewing, with appropriate challenge,

the outcomes from the Group’s budgeting

and forecasting process for the near term,

including capital expenditure projections.

The Committee was pleased to receive

a formal correspondence from the Financial

Reporting Council (FRC), which informed us

that the FRC had conducted both a limited

scope review of our supplier finance

arrangements disclosures in the 2024

Annual Report, as well as a separate review

of our reporting against certain principles

and provisions of the Code, and concluded

with no questions or queries that required

our attention. The Committee also noted that

the Group received formal communication

from the Council for Swedish Financial

Reporting Supervision, which had reviewed

our 2024 Annual Report and accordingly

submitted questions. Following receipt

of our responses to these questions, the

Council had no further questions and

satisfactorily closed the review.

Risk identification and management

The Committee received quarterly updates

on the Company’s risks, which informed the

Committee’s agenda and targeted deep-dive

reviews. These activities were complemented

by the Committee’s review of the risk

management framework (including principal

and emerging risks), which enabled the

Committee to review and challenge the

effectiveness of the Company’s risk

management and internal control systems.

The Committee also reviewed the Viability

Statement and considered, in detail, the

validity of each scenario and also assessed

whether proposed mitigations were viable.

Cybersecurity risk, digital security and

information governance

The Committee noted that the approach

to identifying, assessing and managing

cybersecurity risk is integrated within our

Group-wide approach to risk management,

with failure in information technology and

cybersecurity identified as a Principal Risk.

The Committee conducted regular reviews

of cybersecurity risks, the effectiveness

of existing mitigations and the need for

additional mitigations. These reviews are

supported by senior management, GIA

and other assurance providers.

Committee overview

Committee composition

In December 2025, the Board determined

the Committee met the UK and US

composition requirements by virtue of Philip

Broadley, Anna Manz and Birgit Conix having

recent and relevant financial experience for

the purpose of the Code, having competence

in accounting and/or auditing for the purpose

of the Disclosure Guidance and Transparency

Rules, and being financial experts for the

purposes of the Sarbanes-Oxley Act. All

Committee members are independent for

the purposes of the Code, and all meet the

SEC independence criteria. The Committee,

as a whole, have competence relevant to

the sector in which the Company operates,

by virtue of their experience of working

in science-driven, healthcare and/or

pharmaceutical industries, or as a result

of their tenure with AstraZeneca. The

Committee members’ qualifications, skills

and experience are detailed in their biographies

on pages 68 and 69 and meeting attendance

is shown on page 67.

Role of the Committee

The Committee’s responsibilities were

updated in the year to include the review

of, and reporting to the Board on, matters

related to sustainability reporting and the

relationship with the sustainability assurance

provider. The Committee reports to the

Board on the principal matters it considers

and any significant concerns it has or that

have been reported to it.

Attendance at Committee meetings

Routine attendees at Committee meetings

include the CFO; the Chief Human

Resources Officer, Chief Compliance Officer

and General Counsel; the VP, Ethics &

Transparency and Deputy Chief Compliance

Officer; the Deputy General Counsel; the VP,

Group Internal Audit; the SVP, Finance,

Group Controller and Head of Global Finance

Services; and the Company’s external

auditor. Diana Layfield attended Committee

The full role of the Audit

Committee is set out in its

terms of reference, available

at www.astrazeneca.com.

For more information on:

The basis of preparation of the

Financial Statements on a going

concern basis, see page 224

and in the Financial Statements,

see page 129.

The significant financial

reporting issues considered,

see the table set out on pages

88 and 89.

The Viability Statement, see

page 46 and the Principal Risks

faced by the Group, see Risk

Overview from page 47.

Digital technologies, see page 36.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

continued

AstraZeneca operates within the law

in all countries where we operate.

•

The monitoring, review, education and

improvements made to support assurance

that the risk of modern slavery and human

trafficking is eliminated, to the fullest extent

possible, from AstraZeneca’s supply chain.

•

Reports on external developments and

enforcement trends and related risk

mitigation measures across a variety

of risks as well as specific updates from

key markets and regions.

Internal Audit

The Committee reviewed GIA’s activities,

including:

•

Reviewing quarterly reports of work

carried out by GIA, including the status

of follow-up actions with management.

In 2025, GIA provided assurance over

compliance with significant policies, plans,

procedures, laws and regulations, as well

as risk-based audits across a broad range

of key business activities and continued

its thematic reporting to the business.

The 2025 audit plan was aligned to our

key active risks and wider risk taxonomy.

Separate meetings are arranged to

discuss follow-up actions in more depth

with specific teams, when required

by the Committee.

•

Carrying out the annual effectiveness

review of GIA in late 2025 by considering

its performance against the internal audit

plan and key activities.

•

Approving the 2026 internal audit plan,

which is aligned to our key active risks

and wider risk taxonomy.

•

Considering the geographic presence,

reach and capabilities of GIA and the

appropriateness of the Group’s resource

allocation for this vital assurance function.

The Committee supports GIA’s efforts

to deploy its resources in line with the

continuously evolving shape and size of

the overall organisation and was satisfied

with the quality, experience and expertise

of the GIA function.

An independent External Quality Assessment

of GIA is performed every five years and was

last performed in 2021.

External audit

The Company’s external auditor, PwC, provided

quarterly reports to the Committee over key

audit and accounting matters, and business

processes, internal controls and IT systems.

The Committee oversaw the conduct,

performance and quality of the external audit

through its review and challenge of the

coverage of the external auditor’s audit plan

and monitoring against it. The Committee

maintained regular contact with PwC

through formal and informal reporting and

discussion throughout the year, with

a continued focus on maintaining audit

efficiency and quality. The Committee also

sought management’s feedback on the

conduct of the audit and considered the

level of and extent to which the auditors

challenged management’s assumptions.

A number of interactions took place between

Committee members and PwC during the

year, outside of formal Committee meetings,

to enhance the Committee’s understanding

of the audit process, including the Committee

Chair attending and presenting at PwC’s

Account Planning Workshop in March 2025.

The Committee reviewed audit and non-

audit fees of the external auditor during

the year, including the objectivity and

independence of the external auditor

through the application of the Audit and

Audit-Related Services Approval Policy,

as described further on pages 86 and 87.

Engagement with employees and other

stakeholders

The Committee regularly interacts with

members of management below the SET

and seeks wider engagement with the Group’s

employees and other stakeholders, during

deep dive sessions at formal Committee

meetings and as separate engagements.

Committee members undertook a mixture

of in-person and virtual interactions with

a wide range of teams from across the

organisation. This included teams from

IT/IS, Operations, Finance, International,

Sustainability, and Business Development.

Committee members visited AstraZeneca

sites in Germany and Poland where they

engaged with employees from across these

markets, including through all-employee

townhalls and Q&A sessions, and breakfasts

and lunches with small groups of employees.

They also received presentations which

included introductions to AstraZeneca

in these markets and business outlook,

examples of AI use and innovation, and

insights into different therapy areas and

business areas. Philip Broadley also attended

the GIA annual conference at the Alexion site

in Ireland which provided the opportunity

to engage with the wider GIA team.

The breadth of these interactions is crucial

in enhancing the Committee’s understanding

of the business and provides valuable

insights into the key issues and challenges

relating to, and current and emerging risks

associated with, our activities in these areas.

Sustainability reporting

The Committee is responsible for reviewing

the approach, key elements and principal

disclosures related to sustainability reporting

in the Company’s annual reports, Form 20-F

filings and quarterly results announcements.

The Committee’s activities in this area

included:

•

Review of the Group’s double materiality

assessment, Task Force on Climate-

related Financial Disclosures (TCFD)

disclosures and the EU Taxonomy

disclosures in this Annual Report. These

statements, as well as the Sustainability

Data Annex, are also reviewed by the

Sustainability Committee to support

the Committee’s review.

•

Reviewing quarterly updates by

management on proposed and updated

regulations by the EU, Sweden, the UK

and the International Sustainability

Standards Board on sustainability reporting

and the Group’s approach to ensure

compliant and proportional disclosures

in the 2025 Annual Report.

•

Considering the sustainability assurance

provider’s quarterly reports covering

assurance work carried out in the period,

including any findings and recommendations.

The Committee oversaw the conduct and

performance of the sustainability assurance

provider, KPMG, through its review and

challenge of the scoping and assurance

plan, and monitoring performance against

the plan. The Committee also reviewed the

effectiveness of KPMG as the sustainability

assurance provider and concluded that the

sustainability assurance process was

effective for the year ended 31 December 2025.

Legal and Compliance

The Committee’s activities in this area

included reviewing:

•

Quarterly reports from the Legal function

to monitor the status of significant litigation

matters and governmental investigations.

•

Quarterly reports from Global Compliance

to provide oversight of key compliance

incidents and the dispersion of incidents

and related disciplinary actions across

markets, business units and management

hierarchy. The reports included insights

from incidents, assurance activities and

related corrective actions taken so that

the Committee could assess the

effectiveness of controls and monitor

and ensure timely remediation.

•

Reports at each Committee meeting

allowing the Committee to continue

its close monitoring of the ongoing

investigations by Chinese authorities

previously reported and described

further in Note 30 on page 188.

•

Reporting on compliance with

AstraZeneca’s Code of Ethics to ensure

high ethical standards and that

For more information on

our Code of Ethics and on

Anti-bribery and anti-

corruption, see pages 34 and 35.

AstraZeneca’s Modern

Slavery Act Statement is

available on our website,

www.astrazeneca.com.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

Fair, balanced and

understandable assessment

At the Board’s instruction, the Committee

assessed this Annual Report to ensure that,

taken as a whole, it is fair, balanced and

understandable, and provides necessary

information for shareholders to assess the

Company’s position and performance,

business model and strategy. The Committee

reviewed the governance structure and

assurance mechanisms for the preparation

of this Annual Report and the contributor

and SET member verification process.

An early draft of this Annual Report was

reviewed to assess proposed content and

structural changes from the prior year, and

to undertake a review of the reporting for the

year, following which Committee members

provided their individual and collective

feedback. In line with its terms of reference,

the Committee (alongside the Board) took

an active part in reviewing the Company’s

quarterly results announcements and

considered the Company’s other public

disclosures which are managed through

its Disclosure Committee (the Committee

was updated on matters considered by the

Disclosure Committee regularly throughout

the year). To aid its review further, the

Committee also received a summary of

the final Annual Report content, including

AstraZeneca’s successes and setbacks

during the year and their placement within

the document.

These processes allowed the Committee

to provide assurance to the Board to assist

it in making the required statement under

the Code, as set out from page 71.

Internal controls

Information on the Company’s internal

controls is included in the Audit, risk and

internal control section in the Corporate

Governance Report on page 73. During the

period covered by this Annual Report there

was no change in our internal control over

financial reporting that occurred that has

materially affected, or is reasonably likely

to materially affect, our internal control

over financial reporting.

At the January 2026 Committee meeting,

the CFO presented the conclusions of the

evaluation by the CEO and CFO of the

effectiveness of our disclosure controls

and procedures that is required by Item 15(a)

of Form 20-F as at 31 December 2025.

Based on their evaluation, the CEO and the

CFO concluded that, as at that date, the

Company maintained an effective system

of disclosure controls and procedures.

External auditor

PwC is the Company’s external auditor.

In April 2025, PwC was reappointed as the

Company’s auditor for the financial year

ended 31 December 2025, its ninth

consecutive year as auditor, having first

been appointed for the financial year ended

31 December 2017, following a competitive

tender carried out in 2015. Sarah Quinn

continued as the lead audit partner at PwC

for 2025 following her appointment in

January 2022.

In February 2025, the Committee

recommended, and the Board approved,

the appointment of KPMG as the

Company’s auditor for the financial year

ending 31 December 2026. Accordingly,

a resolution to appoint KPMG as auditor

will be put to shareholders at the

Company’s AGM in April 2026.

Audit, audit-related and other assurance

services provided by the external auditor

The Committee maintains the Audit,

Audit-Related and Sustainability Assurance

Services Pre-Approval Policy (the Policy)

for the pre-approval of all audit, audit-related

and other assurance to ensure that the

independence of the external auditor is

not impaired.

Certain audit and audit-related services can

be performed by the external auditor, subject

to annual fee limits agreed with the Committee

in advance. Pre-approved services below

a trivial threshold (within the overall annual

fee limit) require case-by-case approval

by the SVP Finance, Group Controller and

Head of Global Finance Services.

Pre-approved audit services include the

annual financial statement audit (including

quarterly and half-year reviews), Sarbanes-

Oxley Act section 404 attestation, statutory

audits for subsidiary entities, and other

procedures which form an opinion on the

Group’s Consolidated Financial Statements.

The pre-approved audit-related services,

which the Committee believes reasonably

related to the performance of the audit

or review of the Company’s Financial

Statements, included certain services

required by law or regulation, such as

financial statement audits of employee

benefit plans and capital market transactions.

The Policy prohibits tax services, but allows

for audit-related services like assurance

on tax regulatory certificates.

The CFO (supported by the SVP Finance,

Group Controller and Head of Global Finance

Services), monitors all services provided

by the external auditor. Authority for

approving work exceeding the pre-agreed

annual fee limits or the trivial threshold is

delegated to the Committee Chair. Regular

reports are provided to the Committee on the

operation of the pre-approval procedures.

The Committee welcomes the opportunity

to engage directly with employees in these

meetings which provide an opportunity to

gauge employee sentiment and hear their

views directly. The Committee also uses

these interactions to communicate the

importance it attaches to compliance and

our ‘speak up’ culture.

Reporting and regulatory environment

The Committee has kept abreast of

developments in the reporting and

regulatory environment. This has included

governance and audit reforms in the UK,

changes to the UK Listing Rules, and

developments in sustainability-related

reporting requirements in a number of

jurisdictions. The Committee focused

considerable effort keeping abreast of

proposed and enacted legislation over

sustainability reporting, in particular the EU

Omnibus 1 proposals simplifying the CSRD

reporting requirements, among other

changes. The Committee also reviewed

the proposals to simplify EU Taxonomy

disclosures requirements, as well as

developments in the UK’s Sustainability

Reporting Standards and the IFRS

Sustainability Reporting Standards.

Ensuring the quality of external financial and

sustainability reporting to shareholders and

other stakeholders is paramount to the

Committee. This includes its assessment

of the annual reports to ensure that, taken

as a whole, they are fair, balanced and

understandable (for which the process

is described on this page). External validation

of the Annual Report is an important

indicator of the quality of our reporting.

Committee performance

The Committee conducted the annual

evaluation of its own performance, referring

to the Committee-specific results of the

internal Board effectiveness review. The

results were reported to, and discussed with,

the Committee and the Board. The overall

results of the review were positive, with

the Committee described as being very

effective. The review noted that the change

in the Company’s external auditor would

continue to be a key focus area for the

Committee over the coming year.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

continued

Further information about the

audit and non-audit fees for

2025 is disclosed in Note 31

to the Financial Statements

on page 191.

All services other than the pre-approved

audit and audit-related services, require

approval by the Committee on a case-

by-case basis. In 2025, PwC provided

audit-related services including interim

reviews of the results of the Group for

the period ended 30 June 2025 and other

assurance services.

The increase to the statutory audit fee for

2025 is largely driven by scope changes

and inflationary increases.

Fees for audit-related and other assurance

services amounted to 6% of the fees payable

to PwC for audit services in 2025 (2024:

10%). The Committee is mindful of the 70%

non-audit services fee cap under EU

regulation, together with the overall proportion

of fees for audit and audit-related services

in determining whether to pre-approve such

services. Fees for audit-related and other

assurance services payable to PwC in 2025

were 6% (2024: 11%) of average audit fees

over 2022 to 2024 (2024: 2021 to 2023).

PwC were better placed than any alternative

provider to provide these services in terms

of their familiarity with the Company’s

business, skills, capability and efficiency

with which they could deliver the relevant

services. All such services were either within

the scope of the pre-approved services set

out in the Policy or were presented to

Committee members for pre-approval and

all such services were permitted by the FRC

Ethical Standard.

$33.8m

$31.8m

2025

2024

Audit, audit-related and other

assurance services

Statutory audit fee

Audit-related and other assurance services

Assessing external audit effectiveness

The Committee evaluated PwC’s

performance and its compliance with

independence criteria under applicable

statutory, regulatory, and ethical standards.

PwC’s effectiveness was assessed

principally against four key factors:

judgement; mindset and culture; skills,

character and knowledge; and quality

control. The assessment also took into

account views of senior management within

Finance and regular Committee attendees.

In evaluating audit quality, the Committee

focused on PwC’s effective use of experts

and technology, and its appropriate

challenge of management’s judgements

especially in relation to areas of significant

financial reporting issues (as described

in the table on pages 88 and 89). Areas

reviewed by the Committee included PwC’s

extensive and detailed review of the

valuations and assumptions related

to defined benefit pension valuations,

assumptions and calculations over Gross

to Net Product Sales, legal settlements in

the year, intangible asset assumptions used

in cash flow modelling, and the recognition

and measurement of uncertain tax liabilities.

The Committee concluded that PwC’s

audit was effective for the year ended

31 December 2025.

External audit transition

Following a tender process in 2024, the

Committee recommended, and the Board

approved, that KPMG be appointed as the

external auditor for the financial year ended

31 December 2026, subject to shareholder

approval at the 2026 AGM.

To ensure a smooth transition from PwC

to KPMG, the Committee has monitored

the activities of the audit transition, which

commenced on 1 May 2025. This included

the review of, and the review of the delivery

of, plans to ensure KPMG exited all services

requiring a one-year ‘cool-in’ period ahead

of 1 January 2026, and exited all prohibited

services to be fully independent ahead

of 1 May 2025. This involved completion

of some KPMG engagements without

renewal, moving existing KPMG engagements

to alternative providers or in-housing other

activities. In addition, the Committee

considered, and received regular updates

on, KPMG’s audit transition plans. KPMG

also attended selected Group meetings with

management and PwC for the financial year

ended 31 December 2025, and is scheduled

to review PwC’s 2025 audit files after

completion of the audit.

The Committee also reviewed and approved

updates to the Policy to require pre-approval

of any services provided by KPMG outside

of services related to their role as the

sustainability assurance provider and

incoming auditor during the transition period.

From 1 May 2025, KPMG is subject to the

same pre-approval process, with the SVP

Finance, Group Controller and Head of

Global Finance Services approving all such

services below a trivial threshold, with any

services above the threshold requiring

Committee Chair approval.

All services approved for KPMG in the period

are reported to the Audit Committee on a

quarterly basis. All such services were either

within the scope of the pre-approved

services set out in the Policy or were

presented to Committee members for

pre-approval and all such services were

permitted by the FRC Ethical Standard.

Fees for sustainability assurance of $2.8m

were payable to KPMG for the year ended

31 December 2025, in addition to fees of

$0.5m for the audit of subsidiaries and $0.1m

for other assurance services.

Regulation

The Committee considers that the Company

has complied with the Competition and

Markets Authority’s Statutory Audit Services

for Large Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Committee

Responsibilities) Order 2014 and the FRC’s

Audit Committees and External Audit

Minimum Standard in respect of its financial

year commencing 1 January 2025. The

Committee was also pleased to obtain

notification from the FRC that our reporting

on the audit tendering process in our 2024

Annual Report served as an example of good

practice in accordance with the Code.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

Signiﬁcant ﬁnancial reporting issues considered by the Committee in 2025

Matter considered

Committee’s conclusion and response

Valuation of

intangible assets

See Financial Review

from page 50 and

Note 11 to the

Financial Statements

from page 151.

The Group carries significant intangible assets on its

Consolidated Statement of Financial Position arising from

the acquisition of businesses and intellectual property (IP)

rights to medicines in development and on the market.

Each quarter, the CFO reports on the carrying value of

the Group’s intangible assets as well as the specific assets

identified as at risk of impairment. For at risk assets, the

Committee receives information on the difference between

the carrying value and management’s current estimate

of discounted future cash flows for these products (the

headroom). Products will be identified as ‘at risk’ if the

headroom is small or, for medicines in development,

there is a significant potentially adverse event such as the

publication of clinical trial results, which could significantly

alter management’s forecasts. The reviews also cover the

impact on any related contingent consideration arising from

previous business combinations.

The Committee considered the impairment reviews of the

Group’s intangible assets. Impairments of $8 million arose

in relation to launched products and $210 million in relation

to products in development.

The Committee assured itself of the integrity of the Group’s

accounting policy and valuation models for its assessment

and valuation of its intangible assets, including understanding

the key assumptions and sensitivities within those models.

The Committee also considered the internal and external

estimates for the Group’s cost of capital relative to the broader

industry. The Committee was satisfied that the Group had

appropriately accounted for the identified impairments.

Revenue recognition

See Financial Review

from page 50 and

Note 2 to the Financial

Statements from

page 140.

The US is our largest single market and accounted for

43% of our Total Revenue in 2025. Revenue recognition,

particularly in the US, is affected by rebates, chargebacks,

returns, other revenue accruals and cash discounts.

The Committee pays attention to management’s estimates

of these items, its analysis of any unusual movements and

their impact on revenue recognition.

The Committee receives regular reports from management

and the external auditor on this complex area. The US market

remains highly competitive with diverse marketing and pricing

strategies adopted by the Group and its peers.

The Committee recognised the close monitoring and control

by management of the overall gross-to-net deductions.

The Committee reviewed management’s proposal to update

the presentation of Total Revenue reporting to add an additional

subtotal on the face of the Statement of Comprehensive Income

for ‘Product Revenue’ representing the summation of Product

Sales and Alliance Revenue. The Committee concurred with

management that the additional subtotal of revenue types with

similar characteristics reflects the growing importance of

Alliance Revenue.

Alternative performance

measures (APMs)

See Financial Review

from page 50.

AstraZeneca reports APMs to provide helpful supplementary

information to the IFRS measures to enable a better

understanding of the Group’s financial performance

and position.

In the current period, net restructuring charges of $237 million

were recorded within non-core items once the restructuring

programmes were approved. Management carefully analyses

the presentation of various items to ensure it is fair and

balanced, and follows guidelines issued by the European

Securities and Markets Authority and the SEC, as well as FRC

thematic reviews.

The Committee carefully considered management’s

presentation of the non-core items and concurred with

management’s presentation.

The Committee further considered management’s assessment

and recommendation to present the $223 million legal provision

costs as non-core items and concurred with management that

the presentation was appropriate due to their significance and

was consistent with classification in prior years.

The Committee reviewed proposed disclosures for non-GAAP

items in line with the various regulatory guidance and concurred

with management that the presentation enabled additional

helpful guidance.

Litigation and

contingent liabilities

See Note 30 to the

Financial Statements

from page 181.

AstraZeneca is involved in various legal proceedings

considered typical to its business and the pharmaceutical

industry as a whole, including litigation and investigations

relating to product liability, commercial disputes, infringement

of IP rights, the validity of certain patents, antitrust law, and

sales and marketing practices.

The Committee considers the Group’s approach to disclosure

of, and any liabilities for, relevant matters.

In the current period, net legal provisions of $223 million

were recorded for two legal proceedings within non-core

items once the criteria for recognising a provision were met.

Of the matters the Committee considered in 2025, the more

significant included: the defence of the IP litigation for

Forxiga

and the commercial litigation relating to

Seroquel

XR and

Syntimmune, Inc.

The Committee carefully considered the progress of these legal

proceedings and the timing of recognition of any provision and

concurred with management’s assessment. The Committee was

satisfied that the Group was effectively managing its litigation

risks including seeking appropriate remedies and continuing

to defend its IP rights vigorously.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

continued

Matter considered

Committee’s conclusion and response

Tax charges and liabilities

See Note 5 to the

Financial Statements

from page 144.

AstraZeneca’s

Approach to Taxation,

which was published

in December 2025 and

covers its approach

to governance, risk

management and

compliance, tax

planning, dealing with

tax authorities and the

level of tax risk the

Group is prepared

to accept, can be

found on our website,

www.astrazeneca.com.

The Group has business activities around the world and

incurs a substantial amount and variety of business taxes.

AstraZeneca pays corporate income taxes, customs duties,

excise taxes, stamp duties, employment and many other

business taxes in all jurisdictions where due. In addition,

we collect and pay employee taxes and indirect taxes such

as value-added tax. The taxes the Group pays and collects

represent a significant contribution to the countries and

societies in which we operate. Tax risk can arise from

unclear laws and regulations as well as differences

in their interpretation.

The Committee reviews the Group’s approach to tax, including

governance, risk management and compliance, tax planning,

dealings with tax authorities and the level of tax risk the Group

is prepared to accept.

During 2025, the Committee considered the analysis provided

by management in light of the emerging tariff situation and the

potential impact to the Group and concurred with the

presentation and reporting of these items.

The Committee was satisfied with the Group’s practices

regarding tax liabilities, including, most notably, its response

to developments in the corporate income tax environment.

Segmental reporting

See the Key

Judgement within

Note 7 to the Financial

Statements from

page 147.

Management has reviewed the developments in the year

and determined the Group continues to operate as a single

segment based on key decisions on resource allocation

and performance monitoring being carried out at a Group

level by the SET.

There were no significant changes in the Group’s business

during the year.

The Committee received reports from management regarding

considerations for segmental reporting based on the current

operations and management of the business.

The Committee considered the analysis provided by management

and concurred with management that presenting AstraZeneca’s

performance under one segment was appropriate.

Retirement benefits

See Financial Review

from page 50 and

Note 22 to the

Financial Statements

from page 161.

Accounting for defined benefit pension and other post-

retirement benefits remains an important area of focus.

The present value of these liabilities is sensitive to changes

in long-term interest rates, future inflation and mortality

expectations. The assumptions used to value the liabilities

for the Group’s main post-retirement benefit obligations

are updated every quarter along with asset valuations.

The Group is cognisant of the regulatory environment and

local requirements around funding levels and contributions.

The Group monitors its defined benefit pension risks and

provides input and support to local fiduciaries to ensure

requirements are met.

The Committee monitors the funding level of the Group’s

defined benefit obligations on a quarterly basis, alongside key

developments. The Committee was satisfied that the actuarial

assumptions used to value liabilities were appropriate during

the year.

The Committee was reassured by the Group’s engaged and

balanced approach to managing the risks associated with its

defined benefit obligations including its contribution policy.

The Committee reviewed and concurred with management’s

accounting and presentation of pension balances.

The Committee is aware of the need to adhere to local funding

regulations and is satisfied that the Group is complying

with requirements.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Audit Committee Report

Dec

100

200

300

400

“We are committed to pay for

performance, with stretching

targets that align rewards to

long‑term shareholder value

and our Ambition 2030.”

Remuneration Committee

members

• Sheri McCoy (Chair)

• Philip Broadley

• Michel Demaré

•

Diana Layﬁeld

• Nazneen Rahman

Appointed as a member of the

Committee on 1 May 2025.

On behalf of the Board, I am pleased

to present AstraZeneca’s Directors’

Remuneration Report for the year ending

31 December 2025.

We continued to advance our science, scale

our global footprint and create long-term

value for patients, society and shareholders.

With Total Revenue of $58.7 billion achieved

for 2025 and the growth momentum seen

across therapy areas and regions, strong

commercial execution has been matched

with remarkable pipeline progress in new

and existing modalities that we believe will

redefine standards of care in the coming

years.

Our strong performance over the last 10 years

is reflected in our total shareholder return

(TSR) which, at 307%, has significantly

outperformed global and European pharma

peer groups (197% and 65%, respectively).

The role of the Remuneration

Committee is set out in its terms

of reference, available at

www.astrazeneca.com.

We aim to be clear and

transparent in how we

link the remuneration

of our executives to the

successful delivery

of our strategy and

shareholder returns.

The Directors’ Remuneration Report contains the following sections:

• Chair’s letter, page 90

• Remuneration at a glance, page 94

• How our performance measures for

2026 support the delivery of our

strategy, page 95

• How the Remuneration Committee

ensures targets are stretching, page 96

• Annual Report on Remuneration,

page 97.

How we have performed in 2025

Total shareholder return (TSR)

2023 to 2025

+32%

Calculated using a three-month calendar average, from 1 October to 31 December, prior to the start and at the end

of the relevant period.

More information on the TSR

peer groups for PSP awards

can be found on page 103.

Further detail of 2025

commercial and scientific

performance can be found

in the Strategic Report from

page 10.

AstraZeneca

Global pharmaceutical peers average

FTSE 100

European pharmaceutical peers average

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

People and Sustainability

We continue to focus on building a culture

that attracts and retains diverse, world-class

talent, and enables enterprise leadership and

innovation at scale. We are investing in skills

for the future, including AI and data

capabilities, with more than 50,000 employees

participating in our ‘Thriving in the Age of AI’

accreditation programme.

We continued to enhance succession

planning and leadership depth across all

therapy areas in support of our strategic

commitments. Over 2025, more than 70%

of changes within the executive cohort, which

includes all employees at vice president level

and above, were appointed from internal

talent, reflecting the strength of our leadership

pipeline and ongoing focus on developing

and advancing colleagues.

Sustainability remains core to our strategy.

We have continued to deliver against our

Ambition Zero Carbon, with an 88.1%

reduction in Scope 1 and 2 greenhouse gas

(GHG) emissions since 2015. We are now

focusing on Scope 3 emissions to deliver our

ambition to achieve Science Based Net Zero

by 2045. We have made good progress with

our suppliers, with over 80% of eligible

spend from suppliers committed to science-

based targets. We have also announced the

world-first approval for medicines containing

a next-generation propellant (NGP) with

near-zero global warming potential.

Further information on our progress in

relation to our sustainability agenda can be

found in the Annual Report in section People

and Sustainability from page 40.

AstraZeneca’s 2025 performance

Science and Innovation

2025 has seen continued strong scientific

momentum in delivering our medicines to

patients with the delivery of 97 regulatory

events, with 69 contributing to the Group

scorecard, which is 15 more than our target

set at the beginning of the year. These

included

Datroway

in China,

Calquence

and

Imfinzi

in Japan, and

Airsupra

in the US.

AstraZeneca’s pipeline is in a catalyst-rich

phase across all therapy areas, with 85%

of programmes in the pipeline delivering

positive news. These included studies under

Enhertu

Tagrisso

, baxdrostat, laroprovstat

and gefurulimab.

Further details on the advancement of our

medicines is provided in the Therapy Area

Review from page 12 of the Annual Report.

Growth and Therapy Area Leadership

The Group has seen strong growth across

all therapy areas, supported by a diverse

and broad-based business. Total Revenue

increased by 9% (8% at CER) to

$58,739 million, Oncology Total Revenue

increased by 15% (14% at CER) to

$25,619 million, BioPharmaceuticals Total

Revenue increased by 5% (5% at CER)

to $22,995 million and Total Revenue from

Rare Disease medicines increased by 4%

(4% at CER) to $9,126 million.

This growth was powered by the Operations

teams across the business collectively

delivering 217 successful on-time market

launches across the year.

Further details on the 2025 financial results

can be found in this Annual Report from

page 50.

Delivery against strategy – 2025 Group scorecard performance

Target

2025

outcome

Science and Innovation: Annual pipeline progression

Pipeline progression events

Regulatory events

Growth and Therapy Area Leadership

Total Revenue

$58.2bn

$59.0bn

Achieve Group Financial Targets

Cash flow

$11.3bn

$11.9bn

Core EPS

$9.10

$9.24

For details of the Committee’s consideration of Group scorecard outcomes and a description of performance

measures, see from page 99.

Total Revenue target and outcome are at 2025 budget rates of exchange.

The Cash flow measure is set and evaluated at the actual exchange rate and is evaluated by reference to net cash flow

from operating activities less capital expenditure, adding back proceeds from disposal of intangible assets.

Core EPS target and outcome are at 2025 budget rates of exchange.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

TSR

Implementation of the Remuneration

Policy for 2026

Base pay for the CEO and CFO has been

reviewed in line with our Remuneration

Policy and will increase by 4%, in line with

the average salary increases for the wider

workforce in the UK. Our emphasis remains

on delivering performance-related pay and

setting stretching targets. Our short and

long-term incentive structures remain

unchanged, maintaining continuity and

alignment with Ambition 2030.

We have made a minor adjustment to the

Sustainability metric for the 2026 PSP.

Our commitment to reducing value chain

emissions remains unchanged, for the 2026

PSP we will be focussing in on the NGP

transition, as set out in more detail on

page 105.

There are no changes to executive

remuneration arrangements relating to

the harmonisation of our listing structure.

Annual General Meeting and

shareholder engagement

The Committee was pleased that the 2024

Directors’ Remuneration Report received

support from 96.4% of shareholders at the

Company’s 2025 Annual General Meeting

(AGM). We were also pleased to receive a

99.36% vote in support of the harmonisation

of our global listing to provide access to the

broadest available pool of capital to enable

our next phase of growth.

Following the AGM, we have undertaken

extensive engagement with shareholders

and proxy advisors to discuss our executive

remuneration arrangements. We reached

shareholders representing over 44.5% of

our issued share capital, through written

communications and meetings with several

of our top shareholders and proxy advisors.

We are grateful for the time investors have

spent with us and welcome their ongoing

feedback.

Throughout this engagement we reiterated

our commitment to the clear linkage

between pay outcomes and performance

delivered for investors, and used this year’s

consultation period as an early opportunity

to gather shareholders’ initial views on what

we should be considering as we look ahead

to reviewing our Remuneration Policy for

approval in 2027.

2025 Remuneration outcomes

Our remuneration decisions continue

to be anchored in rigorous performance

assessment. When approving annual bonus

outcomes, we therefore considered the

Group scorecard along with the business

and individual performance over 2025

including other achievements across the

enterprise such as advancing our People

and Sustainability priorities. In that context,

the Committee believes that the payments

outlined below fairly reflect performance.

Annual bonus

When determining bonus outturns, the

Committee considered the formulaic

outcome from the Group scorecard along

with wider business and individual impact

and performance in 2025. This included

consideration of Pascal’s leadership of

external strategy, investment, science

momentum and sustainability; and

Aradhana’s success in ensuring financial

resilience and operating leverage. The

Committee determined to award an annual

bonus equivalent to 184% of target (92%

of maximum) to Mr Pascal Soriot and 162%

of target (81% of maximum) to Dr Aradhana

Sarin (equivalent to 276% and 162% of base

pay respectively). Details of the factors

considered to determine the bonuses are

provided from page 99.

These outcomes align with the bonuses (as

a percentage of maximum) paid to higher

performing colleagues in the wider

workforce.

Long-term incentives

Our long-term incentive (LTI) targets were set

at a stretch level to incentivise and reward

sustainable outperformance and as a result

of three very strong years, our 2023 award

will vest towards the upper end of the possible

range. The three-year performance period

for PSP awards granted to our senior leaders

in 2023, ended on 31 December 2025.

Awards for all participants will vest at 97%

of maximum, as shown from page 102, and

reflects continued strong performance.

Achieved

Science and Innovation: Annual pipeline progression

85%

Growth and Therapy Area Leadership

72%

Achieve Group Financial Targets

66%

Achieved

Science and Innovation: First approvals and NME

volume over three years

100%

Growth and Therapy Area Leadership

100%

Net Cash ﬂow

100%

Relative TSR

84%

Sustainability: Ambition Zero Carbon

100%

Achieved

When determining bonus outturns, the Committee considered the formulaic outcome from the Group scorecard along

with wider business and individual impact and performance in 2025, including sustainability achievements.

2025 Annual bonus scorecard performance

2023 PSP performance

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

continued

Global pharmaceuticals

European pharmaceuticals

Global Median

£13.9m

AstraZeneca

£11.74m

Positioning of our CEO against our pharmaceutical peers

Target Total Direct Compensation (base pay, target annual bonus and target LTI)

(£m)

incentives across the organisation, including

eligibility, vehicle mix and performance

alignment. The Committee actively

considers relevant data to ensure equitable

pay decisions and incentive outcomes, and

supports management’s ongoing activities

to embed bias-free reward decision making,

strengthen manager capability and evolve

tools that enable fair and consistent

outcomes across geographies, job families

and the entirety of our workforce.

We have sustained our commitment to

setting performance targets that are aligned

to our strategy, transparent, stretching and

rigorously approved. We apply a

comprehensive and robust process working

in tandem with the Science, Sustainability

and Audit Committees, along with our

external advisors to set stretching targets

and to assess outcomes in the context of our

internal ambitions and market consensus.

We believe our pay for performance

approach has been an important factor

in supporting AstraZeneca’s success.

In addition to overseeing the individual

reward arrangements for the Chair,

Executive Directors, SET and Company

Secretary, the Committee has spent time

reviewing the reward in place for our critical

talent and individuals with potential to become

SET members to ensure that we are utilising

the Policy appropriately. This is particularly

important given the pressures we face

in demand for our talent on a global basis.

Next steps

We trust that this Remuneration Report

provides a clear explanation of how the

Policy has been implemented in 2025

and how remuneration outcomes reflect

performance. We ask for your support

for the Directors’ Remuneration Report

at the Company’s AGM in April 2026,

and we welcome your continued dialogue

and feedback.

Sheri McCoy

Chair of the Remuneration Committee

During these discussions we highlighted

a key challenge we face relating to pay

compression. The Policy provides the

overarching framework for reward across

all AstraZeneca employees globally and is

designed to enable us to attract and retain

talent at all levels, countries and functions.

The CEO’s maximum variable opportunity

sets an effective ceiling for reward, which

presents challenges when recruiting and

retaining senior executive roles below the

CEO level.

Independent market data shows that LTI

opportunities for global top R&D executives

at the median and upper quartile are materially

higher than UK market norms. Our track

record of strong performance means our

leaders are highly visible and regularly

targeted by competitors, underscoring

the importance of our Policy enabling

competitive reward globally while managing

pay compression risks below Executive

Director level.

Given our size, complexity, global footprint,

the pay compression dynamics outlined

above, and the realities of our talent market,

we consider global pharmaceutical peers

as the most relevant peer group when

benchmarking executive remuneration.

External market data indicates that our CEO’s

target total direct compensation remains

below the global median and we aspire

to close this gap over time.

Our Policy will be due for renewal at the

2027 AGM. We look forward to continuing

our engagement with shareholders over the

course of next year as we evaluate how we

can ensure that our Policy allows us to offer

market competitive remuneration for our

key talent at Board level and below, while

maintaining our strong focus on pay for

performance to incentivise the sustainable

value creation for our shareholders over the

long term.

Key Committee activities in 2025

In May 2025, the Committee welcomed

Diana Layfield, a member of the Board and

the Science Committee since 2020 to the

Remuneration Committee.

AstraZeneca remains committed to equitable

and market-competitive total reward for our

global workforce. In 2025, the Committee

continued to review information regarding

the participation and design of long-term

Global pharma peer group consists of: AbbVie Inc., Amgen Inc., BMS, Eli Lilly and Co, Gilead Sciences Inc.,

Johnson & Johnson, Merck & Co. Inc. and Pfizer Inc.

European pharma peer group consists of: Bayer Aktiengesellschaft, GSK plc, Merck KGaA, Novartis AG,

Novo Nordisk A/S, Roche Holding AG and Sanofi.

Remuneration includes base pay, target annual bonus and the expected value of LTI awards. Benchmarking data

has been provided by the Committee’s independent adviser.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

CEO

CFO

£5,000

£10,000

£15,000

20,000

£0

£ʼ000

7,846

17,696

Share price appreciation on long-term incentive awards

PSP (subject to a 2-year holding period)

Annual bonus (50% subject to deferral for 3 years)

Fixed pay

CEO fixed vs performance-linked (%)

33%

Short-term

67%

Long-term

Fixed

Performance-linked

91%

Base pay

Benefits fund

Pension

Annual bonus – cash

Annual bonus – shares

PSP

CFO fixed vs performance-linked (%)

36%

Short-term

64%

Long-term

Fixed

13%

Performance-linked

87%

Base salary

Benefits fund

Pension

Annual bonus – cash

Annual bonus – shares

PSP

Annual

bonus

(halved)

PSP

Executive Directorsʼ variable pay

Performance period

Deferral period

Holding period

ʼ2

See from page 97 for further information on the annual

bonus and PSP outcome.

When determining bonus awards, the Committee considered

the formulaic outcome from the Group scorecard along

with wider business and individual impact and performance

in 2025, including Sustainability achievements.

Fixed pay consists of base pay and benefits funding.

Further information on Executive Directors’ realised pay

for 2025 is on page 97.

Based on maximum payout scenarios for the CEO assuming maximum

of 300% and 850% of base pay for annual bonus and PSP respectively.

Based on maximum payout scenarios for the CFO assuming maximum of 200%

and 550% of base pay for annual bonus and PSP respectively.

Half of the annual bonus is deferred for three years.

See from page 99 for further details on plan design.

Group scorecard

performance

Achieved 73.5% of max

Not Achieved 26.5%

2023 PSP

performance

Achieved 97%

Lapsed 3%

Fixed remuneration

Annual bonus

Long-term incentives

Shareholding

requirement

Post-cessation

shareholding

requirement

Pascal Soriot

(CEO)

Base pay:

£1,606,887

Benefits fund

Pension: £176,758

(equivalent to 11% of

base pay)

Max: 300%

base pay

Target: 150%

base pay

Deferred: 50%

for three years

Max: 850%

base pay

Performance

period: three years

Holding period:

two years

Holding

requirement:

1,150% base

pay

Holding

requirement

1,150% base

pay for two

years

post-cessation

Aradhana

Sarin

(CFO)

Base pay:

£1,029,137

Benefits fund

Pension: £113,205

(equivalent to 11% of

base pay)

Max: 200%

base pay

Target: 100%

base pay

Deferred: 50%

for three years

Max: 550%

base pay

Performance

period: three years

Holding period:

two years

Holding

requirement:

750% base pay

Holding

requirement:

750% base pay

for two years

post-cessation

Executive Directors’ realised pay 2025 outcomes

What our Executive

Directors earned

Formulaic outcome of 2025 Group

scorecard and 2023 PSP

Looking ahead

Executive Directors’ remuneration for 2026

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

AstraZeneca

Annual Report & Form 20-F Information 2025

Directors’ Remuneration Report

Remuneration at a glance

Our focus on incentivising innovative

science aligns with our patient-centric

culture, as we strive to push the boundaries

of science to deliver life-changing medicines

to patients. The 2026 performance

measures are closely aligned with our

strategic priorities, as shown below.

AstraZeneca aims to continue to deliver

great medicines to patients while maintaining

cost discipline and a flexible cost base,

driving operating leverage and increased

cash generation. To incentivise and reward

delivery of great performance over the short

and longer term, the Committee carefully

considers the balance of science, financial

and sustainability measures between the

annual bonus and PSP.

Strategic pillar

Science and Innovation

Remuneration performance measures

Science indices

Our science measures incentivise the

development of NMEs and the maximisation

of the potential of existing medicines.

Bonus performance is assessed on pipeline

progressions through Phase II and Phase III

clinical trials. These reflect the outcome of

nearer-term strategic investment decisions.

As registrational Phase II trials become more

common practice (for example in relation

to cell therapy), pipeline progression events

for bonus performance includes pivotal

investment decisions for registrational

Phase II and Phase III trials.

In contrast, PSP performance is assessed

on the volume of NMEs in Phase III and the

registration stage, which reflects the outcome

of longer-term strategic investment decisions.

Additionally, we measure regulatory

submissions and approvals for bonus, and

regulatory approvals for PSP to drive the

conversion of scientific progress into

commercial revenue over the short term

(bonus) and the longer term

(PSP).

Together, these science measures incentivise

innovation and sustainable success along the

length and breadth of the pipeline, leading to

commercial growth.

Strategic pillar

People and Sustainability

We are committed to people and making

a difference to society. Assessment of

performance against this pillar is captured

through our holistic review of each Executive

Director’s individual performance (detailed

on pages 100 and 101) as part of the final

determination of annual bonus, including

consideration of our progress against our

People and Sustainability aspirations:

•

Deliver a great employee experience

by promoting inclusion and diversity

and fostering personal growth and

enterprise leadership.

•

Leading on climate, equity and resilience

by accelerating Ambition Zero Carbon,

leading in addressing the connection

between climate and health, and driving

health equity and system resilience.

•

Enabling an agile organisation by

developing and implementing Gen AI

strategy, investing in site footprint and

workplaces, and simplifying processes.

Value Chain Emissions

This measure supports our ambition to

reducing our Scope 3 GHG emissions in

our value chain and the 2026 PSP, focuses on

emissions reductions due to the NGP

transition, adopting a carbon intensity metric

expressed as kilograms of CO

equivalent per

pMDI device.

Strategic pillar

Growth and Therapy Area Leadership

Remuneration performance measures

Total Revenue

Our Total Revenue measure is included in the

bonus and the PSP, reflecting the importance

of incentivising sustainable growth in both

the short and longer term.

For more information about our

strategic priorities, see from

page 10.

For more information about the

2026 performance measures,

see from page 105.

Financial targets

Achieve Group Financial Targets

Remuneration performance measures

Cash flow

Ensures that we can sustain investment in our

pipeline and therapy areas while at the same

time meeting our capital allocation priorities.

Cash flow is included in both the bonus and

the PSP, ensuring a focus on both shorter-

and longer-term cash flow generation and

balance sheet strength.

Core EPS

Incentivises operational efficiency and cost

discipline and remains a key measure of our

profitability and a focus for our investors.

Total Shareholder Return (TSR)

Assessed relative to our peer group of

companies, the TSR measure rewards

positive performance that our shareholders

also directly benefit from. This measure

incentivises outperformance versus our peer

group and promotes the delivery of long-term

sustainable returns for our shareholders.

Key

Annual bonus

PSP

KPI

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

How our performance measures for 2026 support the delivery of our strategy

We set stretching targets that incentivise our leaders to deliver exceptional performance, and to drive sustainable results for our patients,

our employees and our shareholders. For the 2026 targets:

•

The Committee has reviewed the proposed targets against internal and external forecasts, including market consensus and peer

group performance, and is comfortable that the level of stretch promotes truly exceptional performance in line with the delivery

of the Ambition 2030.

•

Financial performance goals under the 2026 Group scorecard and PSP would require achievement and growth in excess of the average

expected of the industry, particularly when taking the significant capital investment expected to be made during the performance period.

Consistent with our approach in prior years, we undertake the following robust process when setting annual bonus and PSP targets and

assessing outcomes:

Stage 1 –

Target

setting

Science targets are based on a cohort of scientific opportunities

specified at the start of the performance period. Opportunities

represent potential achievements through the pipeline, from an early

stage where our scientists work to discover new molecules, through

to ultimately obtaining approvals and getting new medicines to

patients. Rewarding success at each stage recognises the importance

of creating and maintaining a long-term sustainable pipeline. Stretch

of proposed targets is reviewed by the Science Committee, taking

into account factors such as the expected net present value of the

pipeline and the anticipated financial contribution it will make, past

performance, the external regulatory environment, and internal

resourcing and efficiencies. Targets for realisation of these

opportunities are ambitious. The outlook for the delivery of the

pipeline is increasingly challenging given the rising proportion of new

modalities and innovation, representing previously untested science.

Proposed targets for the Sustainability measure are reviewed and

endorsed by the Sustainability Committee and exceed the 1.5°C

Paris Agreement glide path. Our decarbonisation ambitions are

increasingly challenging to deliver in the context of broader

enterprise growth, particularly the higher supply volumes required

to fulfil demand for our medicines.

Financial target metrics align to the Board-approved Mid-Term

Plan (MTP), which sets the financial framework over three years.

The MTP process includes detailed business reviews to challenge

plans and efficiencies. The Committee sets targets considering

consensus expectations, independent analytics, and anticipated

challenges and opportunities. Total Revenue and Core EPS are

set and assessed at budget exchange rates to neutralise currency

impacts; the Committee also compares targets to prior plans

at constant exchange rates to ensure ambitious growth. Where

consensus differs from internal forecasts, the Committee

investigates drivers (as an example, capital expenditure

assumptions). This range of data is used by the Committee to

ensure the stretching nature of performance targets is robustly

tested. Additionally, the PSP TSR measure is designed to reward

strong performance relative to our peers.

Stage 2 –

Committee

review and

approval of

targets

The Committee thoroughly reviews and challenges targets proposed

by management, working in partnership with the Science and

Sustainability Committees to ensure targets are stretching

and robust.

The Committee is provided with considerable supporting material

for each metric and receives briefings from senior leaders across

AstraZeneca. The science measures are reviewed and endorsed

by the Science Committee, with a focus on ensuring that the targets

will result in long-term sustainable value creation, and the

Committee reviews and approves the full cohort of opportunities.

The sustainability metric within the PSP is aligned to our Ambition

Zero Carbon goal and reflects the importance of decarbonisation,

with a focus on value chain (Scope 3) GHG emissions.

The sustainability metric has been reviewed and endorsed

by our Sustainability Committee.

Committee members participate in the full Board discussions on

the strategy, MTP and budget, which form the basis for the targets.

The Committee considers how proposed financial targets align with

the MTP and budget; prior years’ outcomes (in absolute terms and

against target); how the ambition has changed from the prior MTP

and budget; external guidance the Company has provided or plans

to give; consensus from external financial analysts and factors it

may be impacted by; and the underlying assumptions. Statistical

analysis conducted by the Committee’s independent adviser is also

used to assess the proposals. This includes an assessment of

historical levels of performance volatility.

Stage 3 –

Performance

assessment

At the end of the period, final performance against each metric is

assessed. Outcomes are calculated based on performance against

each weighted metric. Each performance measure is assessed on

a standalone basis, so that underperformance against one measure

cannot be compensated for by overperformance against another.

Data for the metrics is taken from the Group’s financial reports which

are reviewed by the Audit Committee and approved by the Board.

The Science Committee independently considers and informs the

Committee whether science achievements represent a fair and

balanced outcome, reflecting genuine achievements and pipeline

progression. The sustainability metric within the PSP is validated

by the Sustainability Committee. Apart from Cash flow, which is set

at actual rates of exchange, financial metrics are set at budget rates

of exchange and evaluated at those rates at year end, which means

they are not directly comparable year-on-year. The Committee is,

however, provided with data to allow it to conduct year-on-year

analyses.

Stage 4 –

Determination

of Executive

Directors’

bonuses

For annual bonus, the fairness of the formulaic Group scorecard

outcome is considered in the context of overall business performance

and the experience of shareholders. Such considerations include TSR

performance and each Executive Director’s personal impact on the

delivery of the strategy, wider Sustainability performance and

other organisational achievements, such as the realisation of

technology-based milestones. Each year, there are important

individual deliverables beyond the scorecard metrics which are

taken into account when determining individual bonuses.

Having considered the Group scorecard outcome, overall business

performance, the experience of shareholders and individual

performance, as detailed from page 100, the Committee carefully

determines a final bonus outcome for each Executive Director that

is considered fair and appropriate for the year’s performance, and

is in the best interests of shareholders.

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

How the Remuneration Committee ensures targets are stretching

The elements within the Executive Directors’ realised pay are colour coded:

•

Fixed remuneration has a light blue border and is found on page 98.

•

Annual bonus has a yellow border and can be found on pages 98 to 102.

•

Long-term incentives (LTIs) has a magenta border and can be found on pages 102 to 105.

Executive Directors’ remuneration

This section of the Directors’ Remuneration Report sets out the Executive Directors’ remuneration for the year ended 31 December 2025,

alongside the remuneration that will be paid to Executive Directors during 2026.

Audited

Executive Directors’ realised pay for 2025 (single total ﬁgure of remuneration)

The table below sets out all elements of realised pay receivable by the Executive Directors in respect of the year ended 31 December 2025,

alongside comparator figures for 2024. This includes the vesting of PSP awards from 2023 following the three-year performance period.

These shares are subject to a further two-year holding period. The increase in AstraZeneca’s share price over the period of grant to vest has

provided the Executive Directors with a significant increase in value of the equity components of their reward. £1,981,570 of Mr Soriot’s and

£878,592 of Dr Sarin’s 2025 realised pay is attributable to share price increases. The benefit of the increased share price has also been

experienced by shareholders.

The Committee did not exercise any discretion in relation to the LTI outcomes or the formulaic outcome of the Group scorecard.

£’000

Base

pay

Taxable

benefits

Pension

Other

Total fixed

Annual

bonus

Long-term

incentives

Total

variable

Single total

figure

Share price

appreciation

as % of

single total

figure

Pascal Soriot

2025

1,545

143

170

–

1,858

4,259

11,579

15,838

17,696

11%

2024

1,486

138

163

–

1,787

3,499

11,345

14,844

16,631

Aradhana Sarin

2025

990

109

–

1,109

1,603

5,134

6,737

7,846

11%

2024

951

105

–

1,070

1,494

5,030

6,524

7,594

Long-term incentive values disclosed in 2024 have been recalculated using the average closing share price for the three months ended 31 December 2025. See page 102.

The following sections provide further detail on the figures in the above table, including the underlying calculations and assumptions and

the Committee’s performance assessments for variable remuneration.

The Annual bonus section is set out from page 98 to 102 and the Long-term incentives section from page 102 to 105. Information about

the Executive Directors’ remuneration arrangements for the coming year, ending 31 December 2026, is highlighted in grey boxes.

Planned implementation for 2026

Content contained within a grey box

indicates planned implementation for 2026.

Audited

Audited information

Content contained within the Audited

panel indicates that all the information

within has been subject to audit.

Key:

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

Annual bonus

2025 Annual bonus

Annual bonuses earned in respect of

performance during 2025 are included

in the realised pay table.

Detailed information on the Committee’s

approach to target setting and assessment

of performance is set out from page 96.

Half of the Executive Directors’ pre-tax bonus

is compulsorily deferred into Ordinary Shares

which are released three years from the date

of deferral. Bonuses are not pensionable.

Taxable benefits

The totals within taxable benefits include the

CEO’s allowance under AstraZeneca’s UK

Flexible Benefits Programme, under which

he can select benefits or take his allowance,

or any proportion remaining after the

selection of benefits, in cash (£120,231 taken

as cash). In 2025, benefits included additional

healthcare/death in service insurance, as

well as personal tax advice. The value of

this personal tax advice provided to each

Executive Director in 2025 was £17,891 and

£8,656 for the CEO and CFO respectively.

Fixed remuneration

Base pay

When awarding base pay increases, the

Committee considers, among other factors,

base pay increases applied across the UK

employee population. The increase to the

current Executive Directors’ base pay for

2026 will be in line with the UK all-employee

base pay budget at 4%.

Pension

The Executive Directors receive a pension

allowance of 11% of base pay, in line with

the wider UK workforce. During 2025, the

Executive Directors took their pension

allowance as a cash alternative to participation

in a defined contribution pension scheme.

Neither of the Executive Directors has a

prospective entitlement to a defined benefit

pension by reason of qualifying service.

Audited

Annual bonus in respect of performance during 2025

Bonus potential

as % of base pay

Bonus

payable in

cash

Bonus

deferred into

Total bonus

awarded

£’000

Target

Maximum

Pascal Soriot

150%

300%

2,129.5

4,259

92% max

Aradhana Sarin

100%

200%

801.5

1,603

81% max

2025

2026

£’000

Total taxable

benefits

Taxable

benefits

Pascal Soriot

143

In line with

2025

Aradhana Sarin

In line with

2025

2026

£’000

Change

from 2024

Base

pay

Change

from 2025

Base

pay

Pascal Soriot

1,545

1,607

Aradhana Sarin

990

1,029

2025

2026

£’000

Pensionable

base pay

Pension

allowance

Cash in lieu

of pension

Pension

allowance

Pascal Soriot

1,545

11% of

base pay

170

11% of

base pay

Aradhana Sarin

990

11% of

base pay

109

11% of

base pay

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

2025 Group scorecard assessment

Performance against the 2025 Group scorecard is set out below.

The Group scorecard is used in the determination of bonus payouts for all AstraZeneca employees. Each metric within the scorecard is

assessed on a standalone basis and has a defined payout range.

Performance below the specified threshold level for a metric will result in 0% payout for that metric. 100% of target bonus will pay out for

on-target performance, and 200% of target bonus will pay out for performance at or above maximum. Performance between threshold and

maximum is assessed on a pro rata basis. Maximum bonus payouts for the CEO and CFO for 2025 were capped at 300% and 200% of base

pay respectively. The payout range for each metric is capped in line with each Executive Director’s maximum bonus opportunity to ensure

underperformance against one metric cannot be compensated for by overachievement against another. The table below shows the

scorecard formulaic outcomes for the CEO and CFO as a percentage of target bonus.

2025 Group scorecard performance measures and metrics

Weighting

Threshold

(0% payout)

Target

(100% payout)

Maximum

(200% payout)

Outcome

Formulaic outcome

(% of target bonus)

Science and Innovation measures

Science and Innovation: Annual pipeline progression

Pipeline progression events

15%

22%

Regulatory events

15%

29%

Subtotal – Science and Innovation measures

30%

51%

Financial measures

Growth and Therapy Area Leadership

Total Revenue ($bn)

30%

56.5

58.2

60.0

59.0

43%

Achieve Group Financial Targets

Cash flow ($bn)

20%

9.6

11.3

13.0

11.9

27%

Core EPS ($)

20%

8.65

9.10

9.56

9.24

26%

Subtotal – Financial measures

70%

96%

Total

100%

147%

Key:

Bar charts are indicative of 2025 performance; scales do not start from zero.

Due to rounding, the total formulaic outcome differs from the arithmetic total of the individual metric outcomes disclosed above.

Pipeline progression events include Phase II starts and progressions, and NME and life-cycle management (LCM) positive pivotal trial

investment decisions. Regulatory events include NME and major LCM regional submissions and approvals. Further detail on our Science

and Innovation strategic priority and these events is included from page 10 of this Annual Report.

In 2025, the Growth and Therapy Area Leadership measure was based on Total Revenue. The Total Revenue and Core EPS measures are

both set and evaluated at budget exchange rates at the beginning of the year and evaluated at those rates at the end of the performance

period, so that any beneficial or adverse movements in currency, which are outside the Company’s control, do not impact reward outcomes.

The Cash flow measure is set and evaluated at the actual exchange rate and is evaluated by reference to net cash flow from operating

activities less capital expenditure, adding back proceeds from disposal of intangible assets, to be fully transparent with all elements easily

derived from the Group IFRS Cash Flow Statement.

Annual bonus

continued

Audited

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Overall assessment

During 2025, the Executive Directors’ individual performance was assessed in the following key areas which align with the Company’s objectives.

Pascal Soriot

In a year marked by significant geopolitical uncertainty, Mr Soriot successfully led AstraZeneca to deliver exceptional growth and another set of strong results,

advancing AstraZeneca towards Ambition 2030 and helping to reshape the future of healthcare. Key achievements considered by the Committee are set

out below.

Growth and Therapy

Area Leadership

Over 2025, Mr Soriot has fostered collaboration and shaped groundbreaking agreements with governments and policy makers

which have supported the strategic business and policy priorities, enabling future growth for AstraZeneca. These included an

industry leading agreement with the US government providing greater clarity over pricing and lowering the prices of medicines for

many patients in the US, engagements with the Chinese government and science leaders reinforcing AstraZeneca’s long-term

commitment to China, and announcements of some of the largest R&D and manufacturing investments in AstraZeneca’s history

at a number of strategic locations globally.

Under Mr Soriot’s leadership, AstraZeneca delivered more medicines to patients around the world in 2025 than ever before,

reflected in Total Revenue for the year increasing by 9% to $58.7 billion.

Science and Innovation

Under Mr Soriot’s leadership in 2025, significant progress has been made with transformative modalities which will drive Ambition

2030. This included capitalising on new pipeline opportunities in weight management, radioconjugates and next generation

immunology bispecifics. The Company also expanded efforts in genomic medicine and cell therapy including the highly competitive

acquisition of EsoBiotec.

Mr Soriot has continued to bring his judgement to bear in relation to investments in the pipeline which has resulted in industry-leading

momentum across all therapy areas. 2025 saw an unprecedented proportion of programmes in the pipeline delivering positive

news, including 16 Phase III positive clinical readouts. Results to highlight include the delivery of strong clinical data on surovatamig

(which has the potential to become a backbone standard of care across six haematologic malignancies) and the acceleration of

baxdrostat from Phase II acquisition to delivery of Phase III data and regulatory filing in two years. Other notable studies with positive

readouts included

Enhertu

Tagrisso

, laroprovstat and gefurulimab.

2025 also saw the approval of

Beyonttra

, the ninth of the 20 new medicines AstraZeneca hopes to deliver by 2030.

People and

Sustainability

Mr Soriot has continued to champion a culture of learning and growth across the enterprise, sponsoring a range of learning and

development offerings that enable employees and leaders to perform, grow, adapt and belong. In 2025, key investments have

been made to build on team members’ strengths and accelerate the ability to deliver the 2030 Ambition. Programmes include

“Leading Ambition 2030” targeted at senior leaders, “Thriving in the Age of AI”, with over 102,000 certificates awarded across

the levels of accreditation in 2025, and “Manager in Action” in which over 1,800 line managers have participated so far.

With AI reshaping the pace of science and business, Mr Soriot announced the creation of a dedicated Enterprise AI unit which will

rapidly advance enterprise AI transformation. This unit will deliver a single data foundation and accelerate high value AI initiatives

that will enable the delivery of Ambition 2030.

Externally, AstraZeneca retained the EcoVadis Gold Medal ranking; was recognised for bold sustainability leadership as one of

the top 20 Times Most Sustainable Companies, ranking in the 2025 FT Europe Climate Leaders List, inclusion in TIME World’s Best

Companies 2025, along with rankings in the Forbes World’s Top Companies for Women, Forbes World’s Best Employers, TIME

World’s Best Companies and the Financial Times Diversity Leaders 2026.

Internally, Mr Soriot has ensured focus remains on industry-leading progress for Ambition Zero Carbon with Scope 1 and Scope 2

Greenhouse Gas (GHG) reductions being ahead of the target for the end of 2025. 2025 also saw the first regulatory approvals for the

transition of the portfolio of inhaled medicines to the innovative next-generation propellant with near-zero Global Warming Potential,

progressing AstraZeneca’s Scope 3 GHG decarbonisation strategy.

Annual bonus

continued

Audited

100

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

Aradhana Sarin

Key achievements considered by the Committee in relation to Dr Sarin’s performance are set out below.

Performance delivery

Under Dr Sarin’s leadership, the Finance function enabled the delivery of another year of robust results. She steered the Company

through headwinds including the impact of the Inflation Reduction Act in the US, provided guidance on multiple business

development transactions, capital allocation decisions on Capex projects, and post-acquisition integration and risk management.

Dr Sarin successfully led teams focusing on the automation of controls and testing of AI projects for invoice matching and journal

entry which will be scaled through the enterprise.

Over 2025, Dr Sarin took on leadership roles in a number of significant projects including US listing harmonisation, US Tariff analysis

and mitigation plans, Most Favoured Nation pricing analysis, and negotiations for investments in the US and China, all of which pave

a path for future growth and innovation.

Building a Finance

Function of the Future

In a year where it has become more important than ever to invest in data foundations and technology, under Dr Sarin’s leadership,

Global Business Services (GBS) has continued to deliver for the enterprise, delivering annual savings of $40 million and freeing up

resources. GBS has successfully evolved from a scaled functional service provider into a transformation engine. The enterprise-

wide deployment of ServiceNow across 60+ services has unified service management into a single, cohesive framework and the

completion of the comprehensive process documentation has created a foundation for process re-engineering and AI-readiness

at scale, yielding over 70 optimisation initiatives, directly contributing to a 9% increase in organisational productivity.

Dr Sarin has continued to oversee the Axial programme, in which the enterprise is adopting the S4HANA platform. Significant

progress has been made over 2025 in this transformation programme, encompassing an expanded scope to more sites and

associated projects.

Great Place to Work

Dr Sarin continues to sponsor the Company’s global Network of Women employee resource group. As a recognition of her support

for women in STEM, healthcare and leadership, Dr Sarin was recognised by the Healthcare Businesswomen’s Association (HBA)

as the 2026 Woman of the Year. Over 2025, she continued to host the webcast “In conversation with” featuring highly accomplished

women discussing issues relevant to the workplace which now attracts thousands of listeners across the Company as well as externally.

Audited

Final determination of Executive Directors’ bonuses

In determining the annual bonus outturn for Executive Directors, the Committee considers the formulaic Group scorecard outcome, as well

as the overall business performance, shareholder experience and the personal contribution of the individual Executive Director. A description

of the Executive Directors’ personal achievements is detailed above.

Given the contributions made by both Mr Soriot and Dr Sarin in 2025 as outlined above, the Committee determined the bonus outturns

for the Executive Directors should be 184% of target (or 92% of maximum) to Mr Pascal Soriot and 162% of target (or 81% of maximum)

to Dr Aradhana Sarin.

Deferred Bonus Plan

Half of each Executive Director’s pre-tax annual bonus is ordinarily deferred under the Deferred Bonus Plan (DBP). In respect of the bonus

deferred, the Executive Director is granted a conditional award over shares. No further conditions apply to DBP shares. One half of the bonus

earned in respect of performance during 2024 was deferred and details of the consequent DBP awards granted in 2025 are shown below.

One half of the Executive Directors’ bonus earned in respect of performance during 2025 will be deferred and the consequent DBP awards

are expected to be granted in March 2026.

Audited

2025 Grant

2026 Grant

Ordinary Shares

granted

Grant date

Grant price

(pence per share)

Face value

£’000

2025 Bonus deferred

£’000

Pascal Soriot

14,623

4 March 2025

11963

1,749

2,129.5

Aradhana Sarin

6,243

4 March 2025

11963

747

801.5

One half of the bonus earned in respect of performance during 2024 was deferred into shares, with the consequent DBP awards granted in 2025.

The grant price is the average closing share price over the three dealing days preceding grant.

Annual bonus

continued

Audited

101

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Long-term incentives included in the Executive Directors’ realised pay for 2025 figure: 2023 PSP

The Executive Directors’ realised pay for 2025 includes the value of PSP awards with a performance period that ended 31 December 2025.

These shares and dividend equivalents will not be released to the Executive Directors until the awards vest at the end of the holding period.

The value of the shares due to vest has been calculated using the average closing share price over the three-month period ended

31 December 2025 (13202 pence). The table below provides a breakdown showing the face value of these shares at the time they were

granted, the value that is attributable to share price appreciation since grant, and the value of dividend equivalents accrued on these shares

over the relevant performance period. Further information about the individual awards and performance assessments follows the table.

Audited

Long-term incentive awards with performance periods ended 31 December 2025

Value of shares due to vest

Ordinary Shares

granted

Performance

outcome

Face value

at time

of grant

£’000

Value due to

share price

appreciation

£’000

Dividend equivalent

accrued over

performance period

£’000

Long-term

incentives total

£’000

Pascal Soriot

2023 PSP

85,808

97%

9,006

1,982

591

11,579

Aradhana Sarin

2023 PSP

38,046

97%

3,993

879

262

5,134

Calculated using the grant price of 10821 pence, being the average closing share price over the three dealing days preceding the grant of the 2023 PSP awards.

Calculated using the difference between the grant price and the average closing share price over the three-month period ended 31 December 2025. The average closing share price

over the three-month period ended 31 December 2025 was 13202 pence.

The 2023 PSP awards granted to Mr Soriot and Dr Sarin on 4 March 2023, are due to vest and be released on 4 March 2028 on completion

of a further two-year holding period. Performance over the period from 1 January 2023 to 31 December 2025 will result in 97% of the awards

vesting, based on the following assessment of performance.

Annual bonus

continued

Long-term incentives

We intend to disclose the 2026 Group scorecard outcome and details of the performance hurdles and targets in the 2026 Directors’

Remuneration Report following the end of the performance period. The performance targets are currently considered to be commercially

sensitive as prospective disclosure may prejudice the Company’s commercial interests. Executive Directors’ individual contribution will

be assessed by reference to individual goals in line with the Company’s objectives for the year.

Audited

2026 Group scorecard performance measures and metrics

Measure weighting

Underlying metrics (if applicable)

Metric weighting

2026 target

Science and Innovation: Annual pipeline progression

30%

Pipeline progression events

15%

Regulatory events

15%

Growth and Therapy Area Leadership

30%

Total Revenue

30%

Achieve Group Financial Targets

40%

Cash flow

20%

Core EPS

20%

Key:

Target increased vs 2025 target

Target decreased vs 2025 target

Target constant

Commercially sensitive

102

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

The Growth and Therapy Area Leadership

target (measuring Total Revenue) is set at

budget exchange rates at the beginning

of the performance period and evaluated

at those rates at the end of the performance

period, so that any beneficial or adverse

movements in currency, which are outside

the Company’s control, do not impact

reward outcomes.

The Cash flow measure is assessed using

cumulative net cash flow from operating

activities less capital expenditure, adding

back proceeds from the disposal of

intangible assets.

The 2023 PSP sustainability metric focused

on reduction in Scope 1 and Scope 2 GHG

emissions glide path (Ambition Zero Carbon).

For more information about the Company’s

sustainability initiatives, including Ambition

Zero Carbon see Climate change from

page 42.

AstraZeneca ranked sixth within the TSR

peer group. The TSR peer group for the 2023

PSP consisted of AbbVie, Amgen, Astellas,

BMS, Daiichi Sankyo, Eli Lilly, Gilead, GSK,

Johnson & Johnson, Merck KGaA, Moderna,

MSD, Novartis, Novo Nordisk, Pfizer, Roche,

Sanofi and Takeda.

PSP awards granted during 2025

During 2025, conditional awards of shares were granted to the Executive Directors with face values equivalent to 850% of base pay for

Mr Soriot and 550% of base pay for Dr Sarin under the PSP. Face value is calculated using the grant price, being the average closing share

price over the three dealing days preceding grant.

Performance will be assessed over the period from 1 January 2025 to 31 December 2027 against the measures outlined below to determine

the proportion of the award that vests. A further two-year holding period will then apply before vesting, which is scheduled to occur on the

fifth anniversary of grant.

Ordinary

granted

Grant

date

Grant price

(pence per

share)

Face value

£’000

End of

performance period

End of

holding period

Pascal Soriot

109,781

4 March 2025

11963

13,133

31 December 2027

4 March 2030

Aradhana Sarin

45,494

4 March 2025

11963

5,442

31 December 2027

4 March 2030

The 2025 PSP performance measures focus on scientific, ESG, commercial and financial performance over the three-year performance

period. The five performance metrics attached to the 2025 PSP awards are detailed below. Twenty per cent of the award will vest if the

threshold level of performance is achieved; the maximum level of performance must be achieved under each measure for 100% of the

award to vest.

Relative total shareholder return (TSR) (20% of award

)

TSR performance is assessed against a predetermined peer group of global pharmaceutical companies and consists of AbbVie, Amgen,

Astellas, BMS, Daiichi Sankyo, Eli Lilly, Gilead, GSK, Johnson & Johnson, Merck KGaA, Moderna, MSD, Novartis, Novo Nordisk, Pfizer, Roche,

Sanofi and Takeda. The rank which the Company’s TSR achieves over the performance period will determine how many shares will vest

under this measure.

TSR ranking of the Company

% of award that vests

Median

20% (threshold for payout)

Between median and upper quartile

Pro rata

Upper quartile

100%

Long-term incentives

continued

Audited

2023 PSP performance measures

and metrics

Outcome

Payout

Science and Innovation:

First approvals and NME

volume over three years

NME Phase III/registrational volume

12%

Regulatory events

18%

Subtotal – Science and Innovation

30%

Growth and Therapy Area

Leadership ($bn)

20%

50.5

20%

Cash ﬂow ($bn)

20%

31.5

20%

Total shareholder return

20%

Median

6th

17%

Ambition Zero Carbon

10%

142 ktCO

91 ktCO

73ktCO

10%

Total

100%

97%

Key:

Bar charts are indicative of 2023 PSP performance; scales do not start from zero.

Due to rounding, the total outcome differs from the arithmetic total of the individual metric outcomes disclosed above.

The subtotal and total reflect the weightings of the individual metrics.

UQ = Upper Quartile.

Weighting

Maximum

(100%

vesting)

Threshold

(20%

vesting)

103

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Net Cash flow (20% of award)

The Cash flow measure is assessed using cumulative net cash flow from operating activities less capital expenditure adding back proceeds

from the disposal of intangible assets. The level of vesting under this measure is based on a scale between a threshold target and an

upper target.

Cash flow

% of award that vests

$27.5bn

20% (threshold for payout)

Between $27.5bn and $31.5bn

Pro rata

$31.5bn

75%

Between $31.5bn and $35.5bn

Pro rata

$35.5bn and above

100%

Growth and Therapy Area Leadership (20% of award)

For PSP awards granted in 2025, the Growth and Therapy Area Leadership metric is Total Revenue. Disclosing the threshold and maximum

hurdles for this measure could be construed to constitute financial guidance, which is not the Company’s intention. The Growth and Therapy

Area Leadership (Total Revenue) measure is thus considered to be commercially sensitive and will be disclosed following the end of the

performance period, in the 2027 Directors’ Remuneration Report. This measure is evaluated by reference to budget exchange rates.

Science and Innovation: First approvals and NME volume over three years (30% of award)

Performance is assessed using dual indices which measure NME Phase III/registrational volume and regulatory events, allowing disclosure

of targets at the beginning of the performance period.

NME Phase III/registrational volume

(12% of award)

% of award that vests

Regulatory events (18% of award)

% of award that vests

20% (threshold for payout)

Between 14 and 21

Pro rata

Between 18 and 26

Pro rata

75%

Between 21 and 28

Pro rata

Between 26 and 35

Pro rata

100%

Ambition Zero Carbon (10% of award)

For the 2025 PSP, this measure encompasses aspects of our value chain (Scope 3) GHG emissions and for the 2025 PSP comprises the

aggregate reductions from the NGP transition, primary distribution and business travel.

Emissions

% of award that vests

1,846 ktCO

e split as:

NGP transition: 1,553 ktCO

e (which equates to a carbon intensity of 16.7 kgCO

e per device)

Business travel and primary distribution: 293 ktCO

20% (threshold for payout)

1,632 ktCO

e split as:

NGP transition: 1,356 ktCO

e (which equates to a carbon intensity of 14.6 kgCO

e per device)

Business travel and primary distribution: 276 ktCO

75%

1,434 ktCO

e split as:

NGP transition: 1,172 ktCO

e (which equates to a carbon intensity of 12.9 kgCO

e per device)

Business travel and primary distribution: 262 ktCO

100%

Long-term incentives

continued

Audited

104

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

PSP performance measures for 2026 grant

The sustainability measure with the 2026 PSP has been updated as set out below. All other measures remain unchanged from the 2025

PSP award.

PSP performance measure

Measure weighting

Underlying metrics (if applicable)

Metric

weighting

Threshold

(20%

vesting)

Maximum

(100%

vesting)

Science and Innovation:

First approvals and NME

volume over three years

30%

NME Phase III/registrational volume

12%

Regulatory events

18%

Growth and

Therapy Area Leadership

20%

Total Revenue

Commercially sensitive

until end of

performance period

Cash ﬂow

20%

$28bn

$36.5bn

Relative TSR

20%

Median

Upper

Quartile

Sustainability

10%

Value Chain emissions intensity in kgCO

e per

pMDI device (Scope 3)

13.4 kgCO

10.1 kgCO

Regulatory events measure NME and major LCM approvals (taking into account the first approval over the performance period). NME

Phase III/registrational volume measures the total NME pipeline volume at the end of the performance period. These two items ensure

that management is assessed on both R&D late-stage delivery (approvals) and also future pipeline sustainability (volume).

Disclosing the threshold and maximum hurdles for the Growth and Therapy Area Leadership (Total Revenue) measure could be construed

to constitute financial guidance, which is not the Company’s intention. The Total Revenue measure is thus considered to be commercially

sensitive and will be disclosed following the end of the performance period.

The Total Revenue measure is evaluated by reference to budget exchange rates such that beneficial or adverse movements in currency,

which are outside the Company’s control, do not impact reward outcomes. The companies in the TSR comparator group are shown

on page 103.

The Cash flow measure is assessed using cumulative net cash flow from operating activities less capital expenditure adding back

proceeds from the disposal of intangible assets. Capital expenditure is expected to increase materially during the performance period

reflecting continued investments in new modalities, and the build-out of capability and capacity to support the 2030 Ambition, including

previously announced investments in the US, Singapore and China. In addition, cash flow is expected to be temporarily affected by specific

factors which will impact near-term phasing of working capital.

We remain committed to Ambition Zero Carbon and the reduction of value chain emissions. The 2026 PSP builds on the approach to

Scope 3 emissions reduction introduced in the 2025 PSP, with the Sustainability metric for the 2026 PSP focusing on the NGP transition.

This reflects the NGP’s material impact on Scope 3 carbon emissions (26% of total emissions in 2025) and its status as the largest device

transition in AstraZeneca’s history. To ensure the measure supports both enterprise performance and the successful delivery of clinical

milestones and device transition across markets, we will adopt a carbon intensity metric expressed as kilograms of CO

equivalent per

pMDI device (kgCO

e/device). This approach is intended to align executive incentives with our objective to deliver near-zero carbon

intensity from our pMDI portfolio by 2030 while increasing the number of patients served.

As described on page 96, the Committee takes into account a wide range of data to ensure that the stretching nature of PSP hurdles is

robustly tested and that financial targets are aligned with the Company’s Mid-Term Plan. The Committee takes consensus and exchange

rates into account when determining the appropriate level of stretch relative to prior plans and performance outturns.

PSP awards are expected to be granted to the Executive Directors in March 2026. The PSP award to be granted to Mr Soriot will

be equivalent to 850% of base pay. The PSP award to be granted to Dr Sarin will be equivalent to 550% of base pay.

Long-term incentives

continued

For more information about

How our performance

measures for 2026 support

the delivery of our strategy,

and How the Remuneration

Committee ensures targets are

stretching, see pages 95 and

96, respectively.

105

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Non-Executive Directors’ realised pay for 2025 (single total ﬁgure of remuneration)

The table sets out all elements of remuneration receivable by the Non-Executive Directors in respect of the year ended 31 December 2025,

alongside comparative figures for the prior year.

2025

Fees

£’000

2024

Fees

£’000

2025

Other

£’000

2024

Other

£’000

2025

Total

£’000

2024

Total

£’000

Michel Demaré

890

800

–

953

800

Euan Ashley

188

160

–

188

160

Philip Broadley

268

233

–

268

233

Birgit Conix

135

–

135

–

Rene Haas

120

–

120

–

Karen Knudsen

121

–

121

–

Diana Layfield

162

135

–

162

135

Anna Manz

148

140

–

148

140

Sheri McCoy

238

205

–

238

205

Tony Mok

145

135

–

145

135

Nazneen Rahman

233

200

–

233

200

Marcus Wallenberg

168

155

–

168

155

Former Non-Executive Directors

Deborah DiSanzo

140

–

140

Andreas Rummelt

135

–

135

Total

2,897

2,438

–

2,960

2,438

Michel Demaré single figure includes office costs (invoiced in Swiss franc) of £62,900 for the year ended 31 December 2025.

Birgit Conix was appointed with effect from 1 February 2025.

Rene Haas was appointed with effect from 1 January 2025.

Karen Knudsen was appointed with effect from 11 April 2025.

Deborah DiSanzo and Andreas Rummelt retired from the Board with effect from 11 April 2025.

Non-Executive Directors’ fee structure

The Non-Executive Directors’ fees effective from January 2026 are set out in the table below, alongside the fees applicable during 2025.

Fees for the Non-Executive Directors (other than the Chair of the Board) were determined by the Chair of the Board and the Executive

Directors. Changes to the Chair of the Board’s fee were determined by the Remuneration Committee, excluding the Chair of the Board.

No Board member participated in any decisions relating to their own fees.

The Non-Executive Directors’ fees, including the Chair, are typically reviewed annually. In the latest review, the size and complexity of the

AstraZeneca Group was considered, together with the continuing increase in workload, responsibilities, and time commitment for non-

executive directors of global, publicly listed companies, in part driven by changes in the corporate governance and regulatory landscape in

multiple jurisdictions. Independent market data from FTSE 10 companies was also reviewed to ensure that AstraZeneca’s fees do not hinder

the recruitment of Directors of the right experience and calibre for a Group of our scale in a global market.

With effect from January 2026, the Chair’s fee has been increased from £890,000 to £925,600 and the Chair’s office costs reimbursed

by the Company has been increased from £75,000 to £78,000 per annum. Other increases have been made to certain fees as set out

in the table below.

Non-Executive Director fees

2025

£’000

2026

£’000

Chair of the Board

890

925.6

Basic Non-Executive Director

120

125

Senior independent Non-Executive Director

Chair of the Audit Committee

Member of the Audit Committee

27.5

Chair of the Remuneration Committee

Member of the Remuneration Committee

27.5

Chair of the Sustainability Committee

Member of the Sustainability Committee

22.5

Chair of the Science Committee

Member of the Science Committee

27.5

Chair of the Nomination and Governance Committee

–

Member of the Nomination and Governance Committee

17.5

The Chair of the Board does not receive any additional fees for chairing, or being a member of a Committee.

The Committee Chairs do not receive additional fees for being a member of the Committee.

Non-Executive Directors’ remuneration

Audited

106

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

Minimum shareholding requirements

The CEO and CFO are each required to build a shareholding to satisfy their respective minimum shareholding requirements (MSR), each

within five years of their dates of appointment or, if the MSR is increased at any time, within five years of that increase. Following approval

of the Remuneration Policy (the Policy) at the 2024 AGM on 11 April 2024, the minimum shareholder requirements for the Executive Directors

were increased to match their variable pay opportunity, being 1,150% of base pay for Mr Soriot (increased from 650%), and 750% of base pay

for Dr Sarin (increased from 450%). The Executive Directors have until 11 April 2029, to meet this requirement.

Shares that count towards the MSR are shares beneficially held by the Executive Director and their connected persons and share awards that

are not subject to further performance conditions. Share awards included are DBP shares in deferral periods, and PSP shares in holding

periods, on a net-of-tax basis. The value is calculated using the closing share price on 31 December 2025.

As at 31 December 2025, Dr Sarin exceeded her increased minimum shareholder requirement and Mr Soriot’s holding was slightly below

the increased MSR, but above the previous MSR of 650%. 50% of Mr Soriot’s 2025 annual bonus will be deferred into shares and 97%

of Mr Soriot’s 2023 PSP will move into a two-year holding period, following completion of the performance period on 31 December 2025.

These shares will count towards Mr Soriot’s MSR in 2026.

A further post-employment shareholding requirement applies to Executive Directors. For two years following cessation of employment,

Executive Directors are required to hold shares to the value of the shareholding requirement that applied at the cessation of their employment;

or, in cases where the individual has not had sufficient time to build up shares to meet their guideline, the actual level of shareholding

at cessation. The post-cessation requirement will be maintained through self-certification, with the Committee keeping this approach

under review.

Position against the 2025 minimum shareholding requirement (MSR) as a percentage of base pay

Beneficially owned

shares and shares in

a holding period

Shares in

deferral period

Shares subject

to performance

conditions

Value of shares

counted towards

MSR as a % of

base pay

Pascal Soriot

192,455

43,152

320,854

1,051%

Aradhana Sarin

120,535

20,860

135,451

1,454%

Holding period shares included are those which are not subject to continued employment.

Shares in deferral periods which are not subject to continued employment.

Holding as at 31 December 2025. Shares subject to deferral and holding periods calculated net of a theoretical 50%

tax rate. Shares subject to performance conditions are not included in the value of shares counted towards the MSR.

Non-Executive Directors are encouraged to build up, over a period of three years, a shareholding in the Company with a value approximately

equivalent to the basic annual fee for a Non-Executive Director (which was increased to £120,000 during 2025) or, in the case of the Chair,

approximately equivalent to his basic annual fee (£890,000 during 2025). The majority of Non-Executive Directors who had served for

a period of three years or more as at 31 December 2025 met this expectation, based on the three-month average closing share price for

the period ended 31 December 2025 (13202 pence).

Directors’ interests as at 31 December 2025

The following table shows the beneficial interests of the Directors (including the interests of their connected persons) in Ordinary Shares

as at 31 December 2025.

Executive Directors

Beneficial interest in

Ordinary Shares as at

31 December 2025

Beneficial interest in

Ordinary Shares at

31 December 2024

Pascal Soriot

235,607

269,861

Aradhana Sarin

141,395

117,364

Non-Executive Directors

Michel Demaré

10,000

Euan Ashley

1,545

Philip Broadley

8,025

Birgit Conix

1,080

–

Deborah DiSanzo

1,000

Rene Haas

–

Karen Knudsen

718

–

Diana Layfield

1,400

Anna Manz

487

Sheri McCoy

1,736

Tony Mok

3,500

Nazneen Rahman

720

1,017

Andreas Rummelt

27,205

Marcus Wallenberg

60,028

For the Executive Directors, beneficial interests include shares in holding periods and deferral periods which are not subject to performance measures or continued employment.

Shares in a holding or deferral period are included on a gross basis.

Birgit Conix was appointed to the Board on 1 February 2025, Rene Haas was appointed 1 January 2025 and Karen Knudsen was appointed on 11 April 2025.

Deborah DiSanzo and Andreas Rummelt retired from the Board on 11 April 2025.

1,150%

1,051%

750%

1,454

CEO

CFO

Key:

2025 MSR

Shares counted towards MSR

Directors’ shareholdings

Audited

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Executive Directors’ share plan interests

The following tables set out the Executive Directors’ interests in Ordinary Shares under the Company’s share plans.

Pascal Soriot

Shares outstanding at

31 December 2025

Share scheme interests

Grant date

outstanding at

1 January 2025

Grant

price

(pence)

granted

in year

released

in year

lapsed

in year

subject to

performance

in deferral/

holding

period

Performance

period end

Vesting and

release date

DBP

04/03/2022

17,216

9154

–

17,216

–

n/a

–

n/a

04/03/2025

2,3

04/03/2023

14,448

10821

–

n/a

14,448

n/a

04/03/2026

04/03/2024

14,081

10081

–

n/a

14,081

n/a

04/03/2027

04/03/2025

–

11963

14,623

–

n/a

14,623

n/a

04/03/2028

PSP

06/03/2020

84,725

7376

–

84,725

–

31/12/2022

06/03/2025

5,6

21/05/2020

8,471

7376

–

8,471

–

31/12/2022

21/05/2025

7,8

05/03/2021

93,856

6844

–

93,856

31/12/2023

05/03/2026

14/05/2021

17,064

6844

–

17,064

31/12/2023

14/05/2025

04/03/2022

97,066

9154

–

(15,531)

–

81,535

31/12/2024

04/03/2027

04/03/2023

85,808

10821

–

85,808

–

31/12/2025

04/03/2028

04/03/2024

95,791

10081

–

95,791

–

31/12/2026

04/03/2029

13/05/2024

29,474

10081

–

29,474

–

31/12/2026

13/05/2029

04/03/2025

–

11963

109,781

–

109,781

–

31/12/2027

04/03/2030

Total

558,000

124,404

110,412

(15,531)

320,854

235,607

Shares in deferral/holding period are not subject to performance conditions.

Market price on 4 March 2025, the actual date of release, was 12064 pence.

An additional 1,129 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the deferral period.

Award granted following deferral of one half of the annual bonus earned in respect of performance during 2024, see page 101 for further detail.

Market price on 6 March 2025, the actual date of release, was 12028 pence.

An additional 8,679 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the performance and holding period.

An additional 871 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the performance and holding period.

Market price on 21 May 2025, the actual date of release, was 10492 pence.

84% of the shares entered the holding period, following assessment of performance over the period to 31 December 2023. The remaining shares lapsed.

Details of PSP awards granted during 2025 are shown on page 103.

Aradhana Sarin

Shares outstanding at

31 December 2025

Share scheme interests

Grant

date

outstanding at

1 January 2025

Grant

price

(pence)

granted

in year

released

in year

lapsed

in year

subject to

performance

in deferral/

holding

period

Performance

period end

Vesting and

release date

DBP

04/03/2022

3,249

9154

–

3,249

–

n/a

–

n/a

04/03/2025

2,3

04/03/2023

7,403

10821

–

n/a

7,403

n/a

04/03/2026

04/03/2024

7,214

10081

–

n/a

7,214

n/a

04/03/2027

04/03/2025

–

11963

6,243

–

n/a

6,243

n/a

04/03/2028

PSP

13/08/2021

17,084

8209

–

17,084

31/12/2023

13/08/2026

04/03/2022

43,038

9154

–

(6,887)

–

36,151

31/12/2024

04/03/2027

04/03/2023

38,046

10821

–

38,046

–

31/12/2025

04/03/2028

04/03/2024

51,911

10081

–

51,911

–

31/12/2026

04/03/2029

04/03/2025

–

11963

45,494

–

45,494

–

31/12/2027

04/03/2030

Total

167,945

51,737

3,249

(6,887)

135,451

74,095

Shares in deferral/holding period are not subject to performance conditions.

An additional 210 Ordinary Shares were released as a result of the reinvestment of dividend equivalents accrued during the deferral period.

Market price on 4 March 2025, the actual date of release, was 12064 pence.

Award granted following deferral of one half of the annual bonus earned in respect of performance during 2024, see page 101 for further detail.

84% of the shares entered the holding period, following assessment of performance over the period to 31 December 2024. The remaining shares lapsed.

Details of PSP awards granted during 2025 are shown on page 103.

No Director or senior executive beneficially owns, or has options over, 1% or more of the issued share capital of the Company, nor do they

have different voting rights from other shareholders. None of the Directors has a beneficial interest in the shares of any of the Company’s

subsidiaries. Between 31 December 2025 and 9 February 2026, there was no change in the interests in Ordinary Shares for current Directors

shown in the table above.

Directors’ shareholdings

continued

Audited

108

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

Audited

Payments to former Directors

During 2025, no payments were made to former Directors.

Payments for loss of office

During 2025, no payments were made to Directors for loss of office.

Remuneration in the wider context

In our Corporate Governance Report on page 78, we outline how the Board has chosen to engage with AstraZeneca’s workforce, and why

this is critical to being a great place to work and delivering outstanding performance. The Directors believe that the Board as a whole should

continue to take responsibility for gathering the views of the workforce. Consequently, instead of implementing one of the three methods for

workforce engagement prescribed in the 2024 UK Corporate Governance Code, the Board chose to enhance and develop the long-standing

existing channels of engagement to capture the global workforce’s perspectives on a variety of topics, including remuneration.

The Committee engages with employees through site visits, virtual meetings and discussions with high-potential talent, communicating on

remuneration matters where appropriate. Committee members review comprehensive data on reward, workforce trends and culture and

receive regular reports on pay, benefits, incentives, performance management approach and broader talent policies to ensure well-informed

executive pay decisions. Outcomes such as the annual Group scorecard are communicated internally and via the Directors’ Remuneration

Report, with additional materials published on the internal communication platform. Where significant changes are proposed, employee

representative groups provide feedback to assess impact upon the broader workforce.

When reviewing executive remuneration, the Committee considers our global workforce, looking to ensure the total reward offering is

competitive, compelling and aligned to our business performance, promoting a culture where everyone feels valued and included, as outlined

in the table below. People and Sustainability remain one of our three strategic priorities, and our Business Review from page 26 explains

the role that reward plays in developing an inclusive and diverse culture that encourages and rewards innovation, entrepreneurship and

performance. In carrying out its responsibilities and when setting the Policy, the Committee also applies the principles and considers the

provisions of the UK Corporate Governance Code.

Element

Policy features for the wider workforce

Comparison with Executive Director

and Senior Executive Team

Base pay

Our base pay is the basis for a competitive total reward package

for all employees, and we review base pay annually. This review

takes account of country budget, relevant market comparators,

the skills, capabilities, knowledge and experience of each

individual relative to peers within the Company, and individual

contribution. In setting the budget each year, we consider

affordability as well as assessing how employee base pay is

currently positioned relative to inflation, market rates, forecasts

of any further market increases, and turnover.

The base pay of our Executive Directors and the SET forms

the basis of their total remuneration, and we review their base

pay annually.

The primary purpose of the review is to ensure base pay

remains competitive and reflects the contribution each

individual makes to the organisation.

Pensions and benefits

We offer market-aligned wellbeing benefit packages reflecting

market practice in each country in which we operate. Where

appropriate, we offer elements of personal benefit choice to

our employees.

The benefit packages of our Executive Directors and the SET

are broadly aligned with the wider workforce of the country

in which they are employed. Pension allowances for current

UK Executive Directors are in line with the wider UK workforce.

Annual bonus

With the exception of our sales representatives receiving

sales-related incentives, our global workforce participates

in the same annual cash bonus plan as the Executive Directors

and the SET, with the same Group scorecard performance

measures outlined on page 99. Achievement against the

scorecard creates a bonus pool from which all awards are made.

For employees within our commercial organisation, the

country-level share of the global bonus pool also takes

into account country performance against KPIs.

Individual outcomes are based on manager assessment of

contribution against individual objectives and peers. Awards

are based on a 0-200% target range.

The ranges for Executive Directors and the SET align with the

wider workforce at 0-200% of target. Half of any award to an

Executive Director under the plan is subject to deferral into

shares subject to a three-year holding period. One sixth of any

award to the SET under the plan is deferred into shares and

is subject to a three-year holding period.

Long-term

incentives

The PSP is operated with a three-year performance period for

employees at Vice-President and Senior Vice-President level, with

the same performance measures that apply to PSP awards made

to the Executive Directors and the SET (outlined from page 102).

A proportion of our workforce below this level is eligible to be

considered for other LTI awards, such as restricted stock

awards. Thirty-five per cent of our global employee population

are eligible to receive an award under our LTI plans.

PSP awards to Executive Directors and the SET are granted

under the same plan as PSP awards granted to Vice-Presidents

and Senior Vice-Presidents. PSP awards to Executive Directors

and the SET are subject to a two-year holding period following

the three-year performance period.

109

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Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Change in Director remuneration compared to other employees

In the table below, as per the requirements of the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations

2019, changes to the base pay (or fees), taxable benefits and annual bonus of Directors are compared to employees for the previous financial

year. The regulations require comparison between the remuneration of each Director and that of all employees of the parent company on

a full-time equivalent basis. As AstraZeneca PLC has no direct employees, and in line with our disclosure approach in prior years to changes

in employee remuneration, the selected comparator group is comprised of employees in the UK, US and Sweden who represent approximately

37% of our total employee population. We consider that this group is representative of the Group’s major science, business and enabling units.

These employee populations are also well balanced in terms of seniority and demographics.

Change in 2025

against 2024 (%)

Change in 2024

against 2023 (%)

Change in 2023

against 2022 (%)

Change in 2022

against 2021 (%)

Change in 2021

against 2020 (%)

Base

pay/

fees

Benefits

Annual

bonus

Base

pay/

fees

Benefits

Annual

bonus

Base

pay/

fees

Benefits

Annual

bonus

Base

pay/

fees

Benefits

Annual

bonus

Base

pay/

fees

Benefits

Annual

bonus

Executive Directors

Pascal Soriot

4.0

3.6

21.7

4.0

-0.9

23.2

4.5

3.1

-9.2

3.0

10.5

-0.8

3.0

1.1

35.9

Aradhana Sarin

4.0

-23.0

7.3

4.0

-70.4

2.7

4.5

-71.6

-9.2

147.2

2,753.2

169.3

–

Non-Executive Directors

Michel Demaré

11.2

100.0

–

37.0

–

268.9

–

7.0

–

18.7

–

Euan Ashley

17.2

–

34.7

–

8.0

–

6.8

–

300.0

–

Philip Broadley

14.8

–

16.5

–

0.0

–

15.6

–

16.9

–

Birgit Conix

–

Deborah DiSanzo

-70.7

–

16.7

–

0.0

–

11.1

–

0.0

–

Rene Haas

–

Karen Knudsen

–

Diana Layfield

20.0

–

22.7

–

0.0

–

19.9

–

525.6

–

Anna Manz

5.4

–

250.0

–

Sheri McCoy

15.9

–

17.1

–

11.7

–

23.6

–

3.0

–

Tony Mok

7.4

–

22.7

–

0.0

–

6.8

–

0.0

–

Nazneen Rahman

16.2

–

25.3

–

3.0

–

18.2

–

11.0

–

Andreas Rummelt

-70.4

–

22.7

–

0.0

–

172.2

–

Marcus Wallenberg

8.4

–

24.0

–

0.0

–

17.1

–

3.6

–

Employees

5.7

0.4

5.8

7.7

7.0

3.2

6.0

19.3

4.9

44.4

Michel Demaré was appointed Chair of the Board on 27 April 2023. Benefits for Michel Demaré are office costs introduced in January 2025.

Birgit Conix was appointed on 1 February 2025.

Deborah DiSanzo and Andreas Rummelt retired from the Board on 11 April 2025.

Rene Haas was appointed on 1 January 2025.

Karen Knudsen was appointed on 11 April 2025.

Anna Manz was appointed on 1 September 2023.

CEO and employee pay ratios

The table below sets out the ratios of the CEO’s realised pay to the equivalent pay for the lower quartile, median and upper quartile of UK

employees (calculated on a full-time equivalent basis). The ratios have been calculated in accordance with the Companies

(Miscellaneous

Reporting) Regulations 2018 (the Regulations).

Year

Method

25th percentile pay ratio

50th percentile pay ratio

75th percentile pay ratio

2025

Option A

261:1

176:1

118:1

2024

Option A

231:1

153:1

102:1

2023

Option A

271:1

182:1

121:1

2022

Option A

230:1

159:1

107:1

2021

Option A

240:1

162:1

106:1

2020

Option A

284:1

197:1

130:1

2019

Option A

280:1

190:1

123:1

2018

Option A

230:1

160:1

103:1

110

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

The comparison with UK employees is specified by the Regulations. This group represents approximately 10% of our total employee population.

The Regulations provide flexibility to adopt one of three methods of calculation; we continue to use Option A which is a calculation based

on all UK employees on a full-time equivalent basis as we consider this to be the most appropriate method of comparison and in line with

the calculation of the CEO’s realised pay (shown on page 97 for 2025). The ratios are based on total pay, which includes base pay, benefits,

bonus and LTI awards with all elements adjusted on a full-time equivalent basis if required. Our calculations are in line with the single figure

methodology for UK employees where possible, with quartile data determined as at 31 December 2025. Calculations for UK employees are

based on actual base pay and benefits data for the year, with estimates only used for annual bonus outcomes and LTI dividend equivalents.

These estimates are based on the 2025 bonus budget and projected payouts, and anticipated dividends on LTI awards, respectively.

No elements of pay have been excluded from the calculation, which has been determined following the approach of previous years.

CEO

UK employees

25th percentile

50th percentile

75th percentile

Pay data (£’000)

Base pay

Total pay

Base pay

Total pay

Base pay

Total pay

Base pay

Total pay

2025

1,545

17,696

100

150

2024

1,486

14,728

144

2023

1,429

16,853

139

2022

1,367

15,323

143

2021

1,327

13,858

130

2020

1,289

15,447

119

2019

1,289

14,330

117

2018

1,251

11,356

110

The prior years’ figures have not been restated for subsequent share price changes (as shown in the CEO’s realised pay for 2025 table on page 97).

The pay ratios at each quartile were higher in 2025 when compared to last year, due to realised bonus and LTI awards for the CEO in 2025.

Given the Committee’s focus on ensuring CEO pay is performance-driven (and as demonstrated again this year), the majority of the single

figure is comprised of variable pay and therefore may vary significantly year-on-year due to annual bonus and PSP outcomes, as well as

share price movements. The Committee therefore also considers the CEO pay ratio without the LTI impact. When excluding LTI, the pay ratio

of the CEO compared to the median UK employee is 63:1.

2018

2019

2020

2021

2022

2023

2024

2025

50th percentile ratio excluding LTI

51:1

53:1

57:1

51:1

52:1

57:1

63:1

The Committee remains mindful of the debate on executive pay and seeks to ensure that when determining the remuneration of the CEO

it finds the right balance when rewarding performance in a highly competitive global executive talent market. It believes the median ratio

is consistent with the pay and progression policies for UK employees, which ensures our total reward offering is competitive and compelling,

and aligned to individual and business performance as set out on page 109.

Relative importance of spend on pay

The table below shows the remuneration paid to all employees in the Group, including the Executive Directors, and expenditure on shareholder

distributions through dividends. The figures have been calculated in accordance with the Group Accounting Policies and drawn from either

the Group’s Consolidated Statement of Comprehensive Income on page 125, or its Consolidated Statement of Cash Flows on page 128.

Further information on the Group Accounting Policies can be found from page 129.

2025

2024

Difference

in spend

between

years

Difference

in spend

between

years

Total employee remuneration

14,548

13,709

839

Distributions to shareholders: dividends paid

4,971

4,629

342

Total shareholder return

The graph on page 112 compares the TSR performance of the Company over the past 10 years with the TSR of the FTSE 100 Index and our

global pharmaceutical peers. This graph is re-based to 100 at the start of the relevant period. These indices represent appropriate reference

points for AstraZeneca reflecting our primary listing as a constituent of the FTSE 100 and a comparison against our global pharmaceutical

peers. The pharmaceutical comparator group is also used to assess relative TSR performance for PSP awards to be granted in 2026 and

consists of AbbVie, Amgen, Astellas, BMS, Daiichi Sankyo, Eli Lilly, Gilead, GSK, Johnson & Johnson, Merck KGaA, Moderna, MSD, Novartis,

Novo Nordisk, Pfizer, Roche, Sanofi and Takeda. CEO remuneration over the same 10-year period is shown after the TSR graph.

111

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

AstraZeneca

Global pharmaceutical peers average

FTSE 100

Dec

TSR over a 10-year period

100

200

300

400

CEO total remuneration table

Year

CEO

realised pay

£’000

Annual bonus

payout against

maximum

opportunity

LTI vesting

rates against

maximum

opportunity

2025

Pascal Soriot

17,696

2024

Pascal Soriot

14,728

78.5

2023

Pascal Soriot

17,371

79.5

2022

Pascal Soriot

15,085

2021

Pascal Soriot

15,740

2020

Pascal Soriot

15,934

2019

Pascal Soriot

15,307

2018

Pascal Soriot

12,868

2017

Pascal Soriot

10,429

2016

Pascal Soriot

14,342

The 2025 realised pay is shown on page 97.

This figure has been revised using the average closing share price over the three-month period to 31 December 2025, as explained on page 102.

This figure includes shares awarded to Mr Soriot in 2013 under the AZIP to compensate him for LTI awards from previous employment forfeited on his recruitment

as the Company’s CEO.

Governance

Committee membership

The Committee members as at 31 December 2025 were Sheri McCoy (Chair of the Committee), Philip Broadley, Michel Demaré, Diana

Layfield and Nazneen Rahman. Diana Layfield was appointed to the Committee with effect from 1 May 2025. A Deputy Company Secretary

acts as secretary to the Committee. The Committee met six times in 2025 and members’ attendance records are set out on page 67.

During the year, the Committee was materially assisted, except in relation to their own remuneration, by the CEO; the CFO; the SVP, Finance,

Group Controller and Head of Global Finance Services; the SVP, Group Planning and Finance Business Partnering; the SVP, Global Portfolio/

Project Management, Strategic Planning, BDO and Deal Finance; the VP, Global Sustainability and SHE; the Chief Human Resources Officer,

Chief Compliance Officer and General Counsel; the SVP, Reward; the Senior Director Executive Reward; the Company Secretary; a Deputy

Company Secretary; and the Non-Executive Directors forming the Science and Sustainability Committees. The assistance provided by these

individuals fell within the ordinary course of their employment and/or services with AstraZeneca and they were not paid separately for it.

The Committee’s independent adviser attended all Committee meetings.

Independent adviser to the Committee

The Committee reappointed Willis Towers Watson (WTW) as its independent adviser. WTW were first appointed in September 2018,

following a tender process undertaken in 2018. The tender process involved submission of written proposals, followed by shortlisted

candidates being interviewed by both Committee members and members of the Company’s management. WTW’s service to the Committee

during 2025 was provided on a time spent basis at a cost to the Company of £252,322, excluding VAT. During 2025, WTW also provided

pensions advice and administration, and advice and support to management including market data to assist in the annual employee pay

review, global pay survey data and employee benefits review. WTW have no other connection with the Company or individual Directors.

The Committee reviewed the potential for conflicts of interest related to WTW and judged that there were no conflicts. WTW is a member

of the Remuneration Consultants Group, which is responsible for the stewardship and development of the voluntary code of conduct in

relation to executive remuneration consulting in the UK. The principles on which the code is based are transparency, integrity, objectivity,

competence, due care and confidentiality. WTW adheres to the code.

Remuneration in the wider context

continued

112

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Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Annual Report on Remuneration

continued

Malus and clawback

The Committee regularly reviews the Company’s approach to malus and clawback and market practice in this area, and our Global Standard

on Malus and Clawback sets out the trigger events and the time periods these provisions may apply to. As a condition of annual bonus and

PSP awards, the Committee seeks active acceptance of the malus and clawback terms applicable each year before any payment or grant

is made to an individual. This allows the Committee to:

•

Reduce the amount of bonus or PSP payable, or clawback some or all of any award in the circumstances and periods as set out within

our Global Standard on Malus and Clawback.

•

Cancel bonus eligibility.

•

Prevent vesting of the PSP and/or DBP awards by holding the shares in AstraZeneca’s LTI nominee platform to prevent transactions.

The triggers whereby the Committee has the discretion to apply malus and/or clawback include:

•

Serious misconduct;

•

Material misstatement or restatement of the audited results of the Group; or

•

AstraZeneca suffering:

–

significant reputational damage;

–

a material adverse effect on its financial position; or

–

a material adverse effect on its business opportunities and prospects for sustained performance or profitability.

The Committee selected the malus and clawback periods to run for two years from a particular date, typically the date of payment, grant,

or vesting as appropriate considering the arrangement under which the remuneration was due and the type of eligible employees

participating in that arrangement. The Committee confirms that malus and clawback provisions were not exercised during the year.

Shareholder voting at the AGM

At the Company’s AGM on 11 April 2025, shareholders voted in favour of a resolution to approve the Annual Statement of the Chair of the

Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2024. The Directors’ Remuneration

Policy was approved by shareholders at the Company’s AGM on 11 April 2024. The Policy can be found on the Company’s website,

www.astrazeneca.com/annualreport2025.

Resolution

Votes for

% for

Votes against

% against

Total votes cast

% of issued

capital voted

Withheld

votes

Ordinary Resolution to approve the Annual Statement

of the Chair of the Remuneration Committee and the

Annual Report on Remuneration for the year ended

31 December 2024 (2025 AGM)

1,152,784,239

96.4

43,097,131

3.6

1,195,881,370

77.12

2,041,421

Ordinary Resolution to approve the Directors’ Remuneration

Policy (2024 AGM)

761,702,826

64.43

420,514,520

35.57

1,182,217,346

76.26

34,645,873

Directors’ service contracts and letters of appointment

The notice periods and unexpired terms of Executive Directors’ service contracts at 31 December 2025 are shown in the table below.

Executive Director

Effective date of service contract

Notice period

Pascal Soriot

15 December 2016

12 months

Aradhana Sarin

1 August 2021

12 months

None of the Non-Executive Directors have a service contract but each has a letter of appointment. In accordance with the Company’s

Articles of Association, following their appointment, all Directors must retire at each AGM and may present themselves for re-election. All of

the Non-Executive Directors, including the Chair of the Board, may terminate their appointment at any time, on three months’ notice. None

of the Non-Executive Directors has any provision in their letters of appointment giving them a right to compensation upon early termination

of appointment.

Basis of preparation of this Directors’ Remuneration Report

This Directors’ Remuneration Report has been prepared in accordance with the Large and Medium-sized Companies and Groups (Accounts

and Reports) (Amendment) Regulations 2013

(as amended) (the 2013 Regulations). A resolution to receive and approve the Directors’

Remuneration Report will be proposed at the AGM on 9 April 2026.

On behalf of the Board

M S Bowden

Company Secretary

10 February 2026

113

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Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Directors’ Remuneration Report

Financial

Statements

Contents

Preparation of the Financial Statements

and Directors’ Responsibilities

115

Directors’ Annual Report on Internal

Controls over Financial Reporting

115

Independent Auditors’ Report

116

Consolidated Statements

125

Group Accounting Policies

129

Notes to the Group Financial Statements

137

Group Subsidiaries and Holdings

192

Company Statements

197

Company Accounting Policies

199

Notes to the Company Financial Statements

201

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

114

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Annual Report & Form 20-F Information 2025

Financial Statements

•

Select suitable accounting policies

and then apply them consistently.

•

Make judgements and estimates

that are reasonable and prudent.

•

For the Group Financial Statements,

state whether they have been prepared

in accordance with UK-adopted

international accounting standards.

•

For the Parent Company Financial

Statements, state whether FRS 101 has

been followed, subject to any material

departures disclosed and explained in

the Parent Company Financial Statements.

•

Prepare the Financial Statements on

a going concern basis unless it is

inappropriate to presume that the

Group and the Parent Company will

continue in business.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Parent

Company’s transactions and disclose with

reasonable accuracy at any time the financial

position of the Parent Company. This enables

them to ensure that the Financial Statements

comply with the Companies Act 2006.

They have general responsibility for taking

such steps as are reasonably open to them

to safeguard the assets of the Group and

to prevent and detect fraud and other

irregularities.

Under applicable law and regulations, the

Directors are also responsible for preparing

a Directors’ Report, Strategic Report,

Directors’ Remuneration Report, Corporate

The following report is provided by the

Directors in connection with the Company’s

internal control over financial reporting:

•

The Directors are responsible for

establishing and maintaining adequate

internal control over financial reporting.

Internal control over financial reporting is

designed to provide reasonable assurance

regarding the reliability of financial

reporting and the preparation of financial

statements for external purposes in

accordance with generally accepted

accounting principles.

•

The Directors conducted an evaluation

of the effectiveness of internal control

over financial reporting based on the

Committee of Sponsoring Organizations

(COSO) 2013 framework.

The Directors are responsible for preparing

this Annual Report and Form 20-F Information

and the Group and Parent Company Financial

Statements in accordance with applicable

law and regulations.

Company law requires the Directors to prepare

Financial Statements for each financial year.

Under that law, the Directors have prepared

the Group Financial Statements in accordance

with UK-adopted international accounting

standards and with the requirements of the

Companies Act 2006, as applicable to

companies reporting under those standards

and Parent Company Financial Statements in

accordance with United Kingdom Generally

Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising

FRS 101 ‘Reduced Disclosure Framework’,

and applicable law). In preparing the Group

Financial Statements, the Directors have

also elected to comply with IFRS Accounting

Standards as issued by the International

Accounting Standards Board (IASB) and

International Accounting Standards as

adopted by the European Union.

Under company law, the Directors must not

approve the Financial Statements unless

they are satisfied that they give a true and

fair view of the state of affairs of the Group

and Parent Company and of their profit or

loss for that period. In preparing each of

the Group and Parent Company Financial

Statements, the Directors are required to:

As a consequence of our US listing, we are

required to comply with certain US laws

and regulations. Section 404 of the

Sarbanes-Oxley Act is applicable to

AstraZeneca as a foreign private issuer and

requires us to annually assess and make

public statements about the effectiveness

of our internal control over financial reporting.

Due to its inherent limitations, internal control

over financial reporting may not prevent

or detect misstatements. Projections of any

evaluation of effectiveness to future periods

are subject to the risk that controls may

become inadequate because of changes

in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Governance Report and Audit Committee

Report that comply with that law and those

regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on our

website. Legislation in the UK governing

the preparation and dissemination of

Financial Statements may differ from

legislation in other jurisdictions.

Directors’ responsibility statement

pursuant to DTR 4

The Directors confirm that to the best

of our knowledge:

•

The Financial Statements, prepared

in accordance with the applicable set

of accounting standards, give a true and

fair view of the assets, liabilities, financial

position and profit or loss of the Company

and the undertakings included in the

consolidation taken as a whole.

•

The Directors’ Report includes a fair review

of the development and performance

of the business and the position of the

Company and the undertakings included

in the consolidation taken as a whole,

together with a description of the principal

risks and uncertainties that they face.

On behalf of the Board of Directors

on 10 February 2026.

Pascal Soriot

Director

•

The Directors concluded that our internal

control over financial reporting was

effective as at 31 December 2025.

•

PricewaterhouseCoopers LLP, the

independent registered public accounting

firm that audited our financial statements

as at 31 December 2025, has audited

the effectiveness of internal control over

financial reporting as at 31 December

2025 and has issued an unqualified

report thereon.

•

During the period covered by this

Annual Report, there were no changes

in internal control over financial reporting

that have materially affected or are

reasonably likely to materially affect

the effectiveness of our internal control

over financial reporting.

115

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Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Statements

Preparation of the Financial Statements and Directors’ Responsibilities

Directors’ Annual Report on Internal Controls over Financial Reporting

Separate opinion in relation to IFRS

Accounting Standards as issued

by the IASB

As explained in the Group Accounting

Policies to the financial statements, the

Group, in addition to applying UK-adopted

international accounting standards, has also

applied IFRS Accounting Standards as

issued by the International Accounting

Standards Board (“IASB”).

In our opinion, the Group financial

statements have been properly prepared

in accordance with IFRS Accounting

Standards as issued by the IASB.

Basis for opinion

We conducted our audit in accordance

with International Standards on Auditing

(UK)

(“ISAs

(UK)”) and applicable law.

Our responsibilities under ISAs (UK)

are further described in the Auditors’

responsibilities for the audit of the financial

statements section of our report. We believe

that the audit evidence we have obtained

is sufficient and appropriate to provide

a basis for our opinion.

Independence

We remained independent of the Group in

accordance with the ethical requirements

that are relevant to our audit of the financial

statements in the UK, which includes the

FRC’s Ethical Standard, as applicable to

listed public interest entities, and we have

fulfilled our other ethical responsibilities in

accordance with these requirements.

To the best of our knowledge and belief, we

declare that non-audit services prohibited by

the FRC’s Ethical Standard were not provided.

Other than those disclosed in Note 31, we

have provided no non-audit services to the

Company or its controlled undertakings in

the period under audit.

Our audit approach

Overview

Audit scope

•

Our audit included full scope audit, audit

of specific significant line item(s) or

specified procedures at each of the

Group’s 22 in-scope components.

•

Taken together, the components at which

audit work was performed accounted for

71% of the Group’s revenue. Our scoping

provided sufficient coverage over each

significant financial statement line item

(“FSLI”) of the Group financial statements

and provided us with the evidence we

needed for our opinion on the Group

financial statements taken as a whole.

Report on the audit of the

ﬁnancial statements

Opinion

In our opinion:

•

AstraZeneca PLC’s Group financial

statements and Company financial

statements (the “financial statements”)

give a true and fair view of the state of the

Group’s and of the Company’s affairs as

at 31 December 2025 and of the Group’s

profit and the Group’s cash flows for the

year then ended;

•

the Group financial statements have been

properly prepared in accordance with

UK-adopted international accounting

standards as applied in accordance with

the provisions of the Companies Act 2006;

•

the Company financial statements have

been properly prepared in accordance

with United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards, including FRS 101

“Reduced Disclosure Framework”, and

applicable law); and

•

the financial statements have been

prepared in accordance with the

requirements of the Companies Act 2006.

We have audited the financial statements,

included within the Annual Report and Form

20-F Information 2025 (the “Annual Report”),

which comprise: the Consolidated Statement

of Financial Position and the Company

Balance Sheet as at 31 December 2025; the

Consolidated Statement of Comprehensive

Income, the Consolidated Statement of Cash

Flows, and the Consolidated and Company

Statements of Changes in Equity for the year

then ended; the Group and Company

Accounting Policies; and the Notes to the

Group and Company Financial Statements.

Our opinion is consistent with our reporting

to the Audit Committee.

Separate opinion in relation to International

Accounting Standards as adopted by the

European Union

As explained in the Group Accounting

Policies to the financial statements, the

Group, in addition to applying UK-adopted

international accounting standards, has also

applied International Accounting Standards

as adopted by the European Union.

In our opinion, the Group financial statements

have been properly prepared in accordance

with International Accounting Standards as

adopted by the European Union.

Key audit matters

•

Recognition and measurement of accruals

for Managed Care, Medicaid and

Medicare Part D rebates on US Product

Sales (excluding Rare Diseases)

(Group)

•

Impairment assessment of the product,

marketing and distribution rights and

other intangibles (Group)

•

Recognition and measurement of legal

provisions and disclosure of contingent

liabilities (Group)

•

Valuation of defined benefit obligations

in the United Kingdom (“UK”)

(Group)

•

Distributable reserves (Company)

Materiality

•

Overall Group materiality: $620m (2024

$500m) based on approximately 5%

of profit before tax after adding back

intangible asset impairment charges

(Note 11), fair value movements and

discount unwind on contingent

consideration (Note 20) and the discount

unwind on certain other payables arising

from intangible asset acquisitions (Note 4).

•

Overall Company materiality: $200m

(2024: $155m) based on 0.4% of net

assets as constrained by the allocation

of overall Group materiality.

•

Performance materiality: $465m

(2024: $375m) (Group

) and $150m

(2024: $116.25m) (Company).

The scope of our audit

As part of designing our audit, we determined

materiality and assessed the risks of material

misstatement in the financial statements.

Key audit matters

Key audit matters are those matters that, in

the auditors’ professional judgement, were

of most significance in the audit of the

financial statements of the current period

and include the most significant assessed

risks of material misstatement (whether or

not due to fraud) identified by the auditors,

including those which had the greatest effect

on: the overall audit strategy; the allocation

of resources in the audit; and directing the

efforts of the engagement team. These

matters, and any comments we make on

the results of our procedures thereon, were

addressed in the context of our audit of the

financial statements as a whole, and in

forming our opinion thereon, and we do not

provide a separate opinion on these matters.

This is not a complete list of all risks

identified by our audit.

Recognition, measurement and disclosure

of tax liabilities for uncertain tax treatments,

which was a key audit matter last year, is no

longer included because of reduced risk

following settlements with tax authorities

during the year. Otherwise, the key audit

matters below are consistent with last year.

Corporate Governance

Sustainability Statement

Financial Statements

Strategic Report

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Additional Information

Financial Statements

Independent auditors’ report to the members of AstraZeneca PLC

Recognition and measurement of accruals for Managed Care, Medicaid and Medicare Part D rebates on US Product Sales

(excluding Rare Diseases) (Group)

Impacted FSLIs

2025

2024

US Rebates, chargebacks, returns and other revenue accruals liability (excluding Rare Diseases) (which principally

consists of rebates related to Managed Care, Medicaid and Medicare Part D)

$5,605m

$4,738m

In the US the Group recognises revenue on Product Sales under various

commercial and government mandated contracts and reimbursement

arrangements that include rebates, of which the most significant are

Managed Care, Medicaid and Medicare Part D relating to US Product Sales.

Rebates provided to customers under these arrangements are accounted for

as variable consideration and recognised as a reduction to revenue, for which

unsettled amounts are accrued. At the time Product Sales are invoiced, rebates

and deductions that the Group expects to pay, are estimated. There is

significant management estimation in determining the accruals in the US.

Assumptions used to estimate the rebates are monitored and adjusted regularly

in light of contractual and legal obligations, historical trends, past experience

and projected market conditions.

Discussions with the Audit Committee

How our audit addressed the Key Audit Matter

Our discussions with and reporting to the Audit Committee included:

•

Our approach to the audit of rebates including details of planned

substantive procedures and the extent of our controls reliance;

•

For the recorded accruals, whether the Group’s estimate is comparable

to our independently developed estimates; and

•

Our views of management’s assessment over the accuracy of the accruals.

Relevant references in the Annual Report

Refer to the Audit Committee Report, Group Accounting Policies and Notes 2

and 20 in the Group financial statements.

We evaluated the design and tested the operating effectiveness of controls

relating to the recognition and measurement of the accruals for the Managed

Care, Medicaid and Medicare Part D, including controls over significant

assumptions. We determined that we could rely on these controls for the

purposes of our audit. We:

tested completeness and accuracy of data provided by management;

ii)

developed an independent estimate of the Managed Care, Medicaid and

Medicare Part D accruals using the terms of the specific rebate programmes

and/or contracts with customers; historical revenue data; market demand

and market conditions in the US; third party information on inventory held

by direct and indirect customers; and the historical trend of actual rebate

claims paid;

iii) compared our independent estimates to the accruals recorded

by management;

iv)

evaluated the effect of any adjustments to prior years’ accruals in the

current year’s results;

tested actual payments made and rebate claims processed by the Group,

and evaluated those claims for consistency with the contractual and

mandated terms of the Group’s arrangements; and

vi) used professionals with specialised skill and knowledge to assist

in assessing the compliance of the Group’s Medicaid rebate policies

against the regulatory requirements.

We evaluated the appropriateness of the disclosures in Notes 2 and 20

of the Group financial statements.

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Sustainability Statement

Additional Information

Financial Statements

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Financial Statements | Independent auditors’ report to the members of AstraZeneca PLC

Impairment assessment of the product, marketing and distribution rights and other intangibles (Group)

Impacted FSLIs

2025

2024

Product, marketing and distribution rights and other intangibles (hereafter referred to as the intangible assets)

$36,752m

$36,505m

Net impairment charges

$230m

$1,572m

The recoverability of the carrying value of cash generating units (to which

the intangible assets belong) depends on future cash flows and/or the

outcome of research and development (

“

R&D

”

) activities including decisions

by the Group to terminate development. The determination of the

recoverable amounts include significant estimates, which are highly sensitive

and depend upon key assumptions including the outcome of R&D activities,

probability of technical and regulatory success, market volume, share and

pricing (to derive peak year sales), the amount and timing of projected future

cash flows and sales erosion curves following patent expiry. Changes in

these assumptions could have an impact on the recoverable amount of the

Group’s intangible assets.

During 2025, $230m (2024: $1,572m) of net impairment charges were

recorded (of which $218m

(2024: $1,569m) was recorded relating to

Product, marketing and distribution rights and $12m (2024: $3m) relating

to other intangibles).

Discussions with the Audit Committee

How our audit addressed the Key Audit Matter

Our discussions with and reporting to the Audit Committee included:

•

Our approach to audit the impairment assessment of the carrying value

of cash generating units (to which the intangible assets belong) including

details of planned substantive procedures and the extent of our controls

reliance;

•

The methodologies and significant assumptions used to determine

the recoverable values of the intangible assets; and

•

The evaluation of the reasonableness of the probability of technical

and regulatory success with the assistance of our professionals with

specialised skill and knowledge.

Relevant references in the Annual Report

Refer to the Audit Committee Report, Group Accounting Policies and Note 11 in

the Group financial statements.

We evaluated the design and tested the operating effectiveness of controls

relating to management’s intangible asset impairment assessment, controls

over the identification of triggering events and the valuation of the

recoverable amounts of the intangible assets, including controls over

the significant assumptions. We determined that we could rely on these

controls for the purposes of our audit.

For those intangible assets in the scope of our audit we: i) tested

management’s process for identifying indicators of impairment and

the process for developing the recoverable amounts; ii) evaluated the

appropriateness of the methodology used by management to estimate

the recoverable amounts; iii) tested the completeness and accuracy of

the underlying data used in the models; and iv) evaluated the significant

assumptions used by management related to the probability of technical

and regulatory success, with the assistance of professionals with

specialised skill and knowledge; market volume, share and pricing (to

derive peak year sales); and sales erosion curves following patent expiry.

In evaluating management’s significant assumptions we: i) compared

significant assumptions to external market and industry data, and

benchmarks; ii) performed comparisons of current and past long term

forecasts; and iii) performed comparisons of management’s probability

of technical and regulatory success benchmarks to actual trial and

regulatory success rates for the past three years.

We evaluated the appropriateness of the disclosures in Note 11 of the

Group financial statements.

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continued

Recognition and measurement of legal provisions and disclosure of contingent liabilities (Group)

Impacted FSLIs

2025

2024

Provisions in respect of legal claims and settlements (together, legal provisions)

$376m

$859m

Financial statements disclosure: Contingent liabilities disclosure in respect of legal proceedings

Note 30

The Group is involved in various legal proceedings considered typical to its

business, including actual or threatened litigation and actual or potential

government investigations relating to employment matters, product liability,

commercial disputes, pricing, sales and marketing practices, infringement

of IP rights and the validity of certain patents and competition laws.

Most of the claims involve highly complex issues. Provisions are recognised

when there is a legal or constructive present obligation as a result of a past

event, it is probable that an outflow of economic resources will be required

to settle the obligation and a reasonable estimate can be made of the

amount of the obligation. Management’s assessment as to whether or not

to recognise provisions or assets, and of the amounts concerned, usually

involves a series of complex judgements about future events and can

rely heavily on estimates and assumptions. Determining the timing

of recognition of when an adverse outcome is probable is considered

a key judgement.

Discussions with the Audit Committee

How our audit addressed the Key Audit Matter

Our discussions with and reporting to the Audit Committee included:

•

Our approach to audit the assessment of the ongoing litigations and

claims including details of planned substantive procedures and the

extent of our controls reliance;

•

The assessment of management’s judgement in the outcome

of the Group’s legal matters;

•

Consideration of any potential impacts on the financial statements

in respect of the China personal information infringement, illegal trade

and medical insurance fraud matters, as disclosed in Note 30; and

•

Our conclusions on the appropriateness of the in-year movements

in the legal provisions.

Relevant references in the Annual Report

Refer to the Audit Committee Report, Group Accounting Policies, Notes 21 and

30 in the Group financial statements.

We evaluated the design and tested the operating effectiveness of controls

relating to management’s evaluation of the liability of legal claims, including

controls over determining the probability of a loss and whether the amount

of loss can be reasonably estimated, and related financial statement

disclosures. We determined that we could rely on these controls for the

purposes of our audit.

We obtained and evaluated letters of audit enquiry with the Group’s internal

and external legal counsel for significant litigation. We tested the

completeness of management’s assessment of both the identification of

legal proceedings and possible outcomes of each significant legal matter.

We evaluated the reasonableness of management’s assessment regarding

whether an adverse outcome is probable and estimated reliably. We

inspected certain external legal documents. We evaluated the Group’s

legal provisions within Note 21 and management’s judgement regarding

the proceedings set out as contingent liabilities within Note 30. Where

appropriate, we considered the scope, preliminary findings and conclusions

of investigations with the assistance of professionals with specialised skill

and knowledge.

We evaluated the appropriateness of the disclosures in Notes 21 and 30

of the Group financial statements.

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Valuation of deﬁned beneﬁt obligations in the United Kingdom (“UK”) (Group)

Impacted FSLIs

2025

2024

Defined benefit obligations in the UK

$4,767m

$4,592m

The Group’s most significant scheme is in the UK. The valuation of pension

plan obligations requires significant estimation in determining appropriate

assumptions such as the mortality, discount, and inflation rates.

Movements in these assumptions can have a material impact on the

determination of the defined benefit obligations. Management engaged with

qualified independent actuaries to assist in determining these assumptions.

Discussions with the Audit Committee

How our audit addressed the Key Audit Matter

Our discussions with and reporting to the Audit Committee included:

•

Our approach to the audit of the valuation of the defined benefit

obligations in the UK including details of planned substantive

procedures and the extent of our controls reliance; and

•

For the significant assumptions used by management, whether and

where the Group’s assumptions lay within our reasonable range.

Relevant references in the Annual Report

Refer to the Audit Committee Report, Group Accounting Policies and Note 22

in the Group financial statements.

We evaluated the design and tested the operating effectiveness of controls

relating to the valuation of the defined benefit obligations, including controls

over the significant assumptions. We determined that we could rely on

these controls for the purposes of our audit.

We tested completeness and accuracy of the data provided by

management. We involved professionals with specialised skill and

knowledge to assist in evaluating the reasonableness of management’s

estimate by i) developing an independent estimate of the defined benefit

obligations for the UK; and ii) comparing the independent estimate to

management’s estimate. Developing the independent estimate involved

independently determining mortality, inflation and discount rate

assumptions by evaluating the specifics of the plan and, where applicable,

considering national information, and consistency with external market

and industry data.

We evaluated the appropriateness of the disclosures in Note 22 of the

Group financial statements.

Distributable reserves (Company)

Impacted FSLIs

2025

2024

The Company’s Profit and loss account

$14,461m

$13,495m

The directors review and disclose the level of distributable reserves of the

Company annually and aim to maintain distributable reserves that provide

adequate cover for dividend payments. At 31 December 2025, all of the

Profit and loss account reserve of $14,461m (31 December 2024: the

overwhelming majority of $13,495m) was available for distribution, subject

to filing the Company financial statements with Companies House.

There is judgement when determining the profits available for distribution

by reference to guidance on realised and distributable profits in accordance

with Companies Act 2006 issued by the Institute of Chartered Accountants

in England and Wales and the Institute of Chartered Accountants of

Scotland in April 2017. The profits of the Company have been received

in the form of receivables due from subsidiaries. The availability of

distributable reserves in the Company is dependent on those receivables

meeting the definition of qualifying consideration within the guidance,

and in particular on the ability of subsidiaries to settle those receivables

within a reasonable period of time.

Discussions with the Audit Committee

How our audit addressed the Key Audit Matter

Our discussions with and reporting to the Audit Committee included:

•

Our approach to audit the assessment of the distributable reserves in the

Company including involvement of our professionals with specialised skill

and knowledge; and

•

Evaluation of the appropriateness of management’s judgements with the

assistance of our professionals with specialised skill and knowledge.

Relevant references in the Annual Report

Refer to the Company Statement of Changes in Equity in the Company financial

statements.

We obtained and audited the analysis of distributable reserves, which

included testing the completeness and accuracy of the underlying data

used in the distributable reserve determination.

We involved our professionals with specialised skill and knowledge to

assess whether judgements made by management were appropriate

and the analysis was aligned with the relevant technical guidance on

the determination of realised profits under the Companies Act 2006. In

determining whether the Profit and loss account reserve is distributable

we evaluated whether there is qualifying consideration in a form of

receivables due from subsidiaries, and in particular on the ability of

subsidiaries to settle those receivables within a reasonable period of time.

We evaluated the appropriateness of the disclosure related to the

profits available for distribution within the Company Statement of

Changes in Equity.

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Financial Statements

Independent auditors’ report to the members of AstraZeneca PLC

continued

As part of our cycle of in person oversight

we visited China and the US (covering both

components in each country). In addition,

we were in regular contact with our UK

component team in Cambridge. We also

visited the SSCs in Poland and India. In

addition to these on-site visits, regular virtual

meetings with the component auditors were

held, whereby we performed reviews of

the component auditors’ planned response

to significant risks and reviewed the

component auditors' working papers.

Alongside our team oversight we attended

meetings with local management.

The impact of climate risk on our audit

In planning and executing our audit, we

considered the potential impact of climate

change on the Group’s business and the

financial statements. The Group has set out

its intention – as part of the Ambition Zero

Carbon programme – to achieve net zero

greenhouse gas emissions by maximising

energy efficiency, shifting to renewable

energy sources and investing in nature-

based removals to compensate for any

residual GHG footprint.

As a part of our audit we made enquiries

of management to understand the extent

of the potential impact of the physical and

transitional climate change risk on the

financial statements. We also discussed the

climate change initiatives and commitments

from Ambition Zero Carbon and other

initiatives to reduce CO

emissions, and

the impact these have on the Group

including on future cash flow forecasts.

Management considers that the impact

of climate change does not give rise to

a material financial statement impact.

We evaluated management’s risk

assessment and understood the Group’s

governance processes including the

Sustainability Committee. We performed

an audit risk assessment of how the impact

of the Group’s commitments in respect of

How we tailored the audit scope

We tailored the scope of our audit to ensure

that we performed enough work to be able

to give an opinion on the financial statements

as a whole, taking into account the structure

of the Group and the Company, the

accounting processes and controls, and

the industry in which they operate.

The Group operates in over 100 countries

and the size of operations within each

territory varies. We identify a component

by defining each distinct legal or reporting

entity and each Shared Service Centre

("SSC") as a component. Each component

subsequently reports to the Group through

an integrated consolidation system.

In selecting the components that are in

scope each year and establishing the overall

approach to the Group audit, we determined

the type of work that needed to be

performed by us, as the Group engagement

team, or component auditors within PwC

UK and other PwC network firms operating

under our instruction, to ensure that we had

sufficient coverage from our audit work over

each significant line of the Group financial

statements. Where the work was performed

by component auditors, we determined the

level of involvement we needed to have in

the audit work in these territories to be able

to conclude whether sufficient appropriate

audit evidence had been obtained as a basis

for our opinion on the Group financial

statements as a whole.

As a result of our risk assessment

procedures and the detailed scoping

exercise performed at the planning stage

of our audit, we identified 22 components

across 14 countries at which we determined

that we need to perform audit work. Taken

together, these components accounted for

71% of the Group’s revenue. The in-scope

components were audited by the Group

engagement team and 15 component teams.

•

Out of the 22 components, we identified

four reporting components which required

a full scope audit of their complete

financial information, either due to their

size or risk characteristics. These

components are the principal operating

units in the US (one component) and

China (two components), as well as the

Company (over which we audited all

significant FSLIs using the Company

materiality).

•

For nine out of the remaining 18

components, we performed audit

procedures on a specific line item or

line items within that component that

we considered had the potential for

the greatest impact on the significant

accounts in the financial statements

because of the size of these accounts.

The table opposite illustrates the work

covered in these nine components:

Note that, based on the structure of the Group,

work on some parts or the entirety of some

of these line items was performed centrally,

including by our SSC component teams.

•

SSC components represented five out

of the remaining nine components and

were located in Poland, Malaysia, India,

Costa Rica and Romania. Our teams

auditing the SSC components performed

audit procedures over certain controls

and transactions.

•

Two out of the remaining four

components, which represent US tax

reporting entities, were scoped in for

taxation line items in the financial

statements because of the size or risk.

•

The final two components are treasury

components for which we centrally

audited specific FSLIs.

•

Additionally, for non-full scope

components which were not considered

inconsequential components, we

performed targeted risk assessments

procedures.

•

Audit procedures were performed

centrally at the Group level in relation

to various balances and activities

accounted for and managed centrally

including: goodwill, intangible assets

(excluding software), financial

instruments, taxation, other investments

and litigation matters as well as the

consolidation.

In March 2025, we held a meeting with the

partners and senior staff from the key PwC

member firms involved in the audit. At this

meeting we considered developments

specific to the Group, key audit matters and

discussed our approach to the Group audit

including the work performed at shared

service centre locations. We heard from

key members of management and the

Chair of the Audit Committee.

FSLI

Locations in specific scope

Revenue

UK, Sweden, US, Japan, Germany, Spain,

China and Canada

Cost of sales

UK, Sweden, US and Ireland

Research and development expense

UK, Sweden and US

Selling, general and administrative expense

UK, Sweden, US and Ireland

Taxation

Sweden and US

Property, plant and equipment

UK, Sweden and Ireland

Non-current other receivables

Inventories

UK, Sweden and Ireland

Trade and other receivables

UK, Sweden and US

Trade and other payables

UK and Sweden

Retirement benefit obligations

UK and Sweden

Non-current other payables

UK and Sweden

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Sustainability Statement

Additional Information

Financial Statements

Strategic Report

climate change including Ambition Zero

Carbon may affect the financial statements

and our audit.

We challenged the extent to which climate

change considerations including the

expected cash flows from the initiatives

and commitments had been reflected,

where appropriate, in management’s

impairment assessment process, going

concern assessment and viability

assessment.

We found that climate change impacts are

included within management’s forecasts

although the initiatives and commitments

did not have a material impact including

on our key audit matters. We assessed the

consistency of other information disclosed

in the Annual Report with the financial

statements, and with our knowledge

obtained from the audit.

Materiality

The scope of our audit was influenced by

our application of materiality. We set certain

quantitative thresholds for materiality.

These, together with qualitative

considerations, helped us to determine the

scope of our audit and the nature, timing

and extent of our audit procedures on the

individual FSLIs and disclosures and in

evaluating the effect of misstatements,

both individually and in aggregate on the

financial statements as a whole.

Based on our professional judgement,

we determined materiality for the financial

statements as a whole as follows:

Financial statements – Group

Financial statements – Company

Overall materiality

$620m (2024: $500m).

$200m (2024: $155m).

How we determined it

Approximately 5% of profit before tax after adding back intangible asset

impairment charges (Note 11), fair value movements and discount unwind on

contingent consideration (Note 20), and the discount unwind on certain other

payables arising from intangible asset acquisitions (Note 4).

0.4% of net assets as constrained by the allocation

of overall Group materiality.

Rationale for

benchmark applied

The reported profit of the Group can fluctuate due to intangible asset

impairment charges, fair value and discount unwind movements on contingent

consideration, and the discount unwind on certain other payables arising from

intangible asset acquisitions. These amounts are prone to year on year volatility

and are not necessarily reflective of the operating performance of the Group

and as such they have been excluded from the benchmark amount. Our

approach is consistent with the prior year.

We have considered the nature of the business

of AstraZeneca PLC (being a holding company

for investment activities) and have determined

that net assets are an appropriate basis for the

calculation of the overall materiality level.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range

of materiality allocated across components was between $62m and $450m.

Company’s ability to continue as a going

concern for a period of at least twelve

months from when the financial statements

are authorised for issue.

In auditing the financial statements, we

have concluded that the directors’ use of

the going concern basis of accounting in

the preparation of the financial statements

is appropriate.

However, because not all future events or

conditions can be predicted, this conclusion

is not a guarantee as to the Group’s and the

Company’s ability to continue as a going

concern.

In relation to the directors’ reporting on

how they have applied the UK Corporate

Governance Code (the “Code”), we have

nothing material to add or draw attention to

in relation to the directors’ statement in the

financial statements about whether the

directors considered it appropriate to adopt

the going concern basis of accounting.

Our responsibilities and the responsibilities

of the directors with respect to going

concern are described in the relevant

sections of this report.

Conclusions relating to going concern

Our evaluation of the directors’ assessment

of the Group’s and the Company’s ability to

continue to adopt the going concern basis

of accounting included:

•

Agreeing the underlying cash flow

projections to Board approved Group-

level budgets and forecasts, assessing

how these forecasts are compiled,

and assessing the accuracy of

management’s forecasts;

•

Evaluating the key assumptions within

management’s forecasts and ensuring

that such assumptions are consistent with

those modelled in relation to impairments;

•

Considering liquidity and available

financial resources;

•

Assessing whether the stress testing

performed by management appropriately

considered the principal risks facing the

business; and

•

Evaluating the feasibility of management’s

mitigating actions in the stress testing

scenarios and performing our own

sensitivities.

Based on the work we have performed,

we have not identified any material

uncertainties relating to events or conditions

that, individually or collectively, may cast

significant doubt on the Group’s and the

We use performance materiality to reduce

to an appropriately low level the probability

that the aggregate of uncorrected and

undetected misstatements exceeds overall

materiality. Specifically, we use performance

materiality in determining the scope of our

audit and the nature and extent of our testing

of account balances, classes of transactions

and disclosures, for example in determining

sample sizes. Our performance materiality

was 75% (2024: 75%) of overall materiality,

amounting to $465m (2024: $375m) for

the Group financial statements and $150m

(2024: $116.25m) for the Company

financial statements.

In determining the performance materiality,

we considered a number of factors – the

history of misstatements, risk assessment

and aggregation risk and the effectiveness

of controls – and concluded that an amount

at the upper end of our normal range was

appropriate.

We agreed with the Audit Committee that

we would report to them misstatements

identified during our audit above $62m

(Group audit) (2024: $50m) and $62m

(Company audit) (2024: $50m) as well as

misstatements below those amounts that,

in our view, warranted reporting for

qualitative reasons.

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Additional Information

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Financial Statements

Independent auditors’ report to the members of AstraZeneca PLC

continued

Reporting on other information

The other information comprises all of the

information in the Annual Report other than

the financial statements and our auditors’

report thereon. The directors are responsible

for the other information. Our opinion on the

financial statements does not cover the other

information and, accordingly, we do not

express an audit opinion or, except to the

extent otherwise explicitly stated in this

report, any form of assurance thereon.

In connection with our audit of the financial

statements, our responsibility is to read the

other information and, in doing so, consider

whether the other information is materially

inconsistent with the financial statements

or our knowledge obtained in the audit,

or otherwise appears to be materially

misstated. If we identify an apparent material

inconsistency or material misstatement,

we are required to perform procedures to

conclude whether there is a material

misstatement of the financial statements

or a material misstatement of the other

information. If, based on the work we have

performed, we conclude that there is a

material misstatement of this other

information, we are required to report that

fact. We have nothing to report based on

these responsibilities.

With respect to the Strategic Report and

Directors’ Report, we also considered

whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the course

of the audit, the Companies Act 2006

requires us also to report certain opinions

and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work

undertaken in the course of the audit, the

information given in the Strategic Report

and Directors’ Report for the year ended

31 December 2025 is consistent with the

financial statements and has been prepared

in accordance with applicable legal

requirements.

In light of the knowledge and understanding

of the Group and Company and their

environment obtained in the course of

the audit, we did not identify any material

misstatements in the Strategic Report and

Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’

Remuneration Report to be audited has

been properly prepared in accordance

with the Companies Act 2006.

Corporate governance statement

The UK Listing Rules require us to review

the directors’ statements in relation to going

concern, longer-term viability and that part of

the corporate governance statement relating to

the Company’s compliance with the provisions

of the Code specified for our review. Our

additional responsibilities with respect to the

corporate governance statement as other

information are described in the Reporting

on other information section of this report.

Based on the work undertaken as part of our

audit, we have concluded that each of the

following elements of the corporate

governance statement, included within the

Corporate Governance Overview, Corporate

Governance Report, Nomination and

Governance Committee Report, Science

Committee Report, Sustainability Committee

Report and Audit Committee Report is

materially consistent with the financial

statements and our knowledge obtained

during the audit, and we have nothing material

to add or draw attention to in relation to:

•

The directors’ confirmation that they

have carried out a robust assessment of

the emerging and principal risks;

•

The disclosures in the Annual Report

that describe those principal risks, what

procedures are in place to identify

emerging risks and an explanation of how

these are being managed or mitigated;

•

The directors’ statement in the financial

statements about whether they considered

it appropriate to adopt the going concern

basis of accounting in preparing them,

and their identification of any material

uncertainties to the Group’s and

Company’s ability to continue to do so over

a period of at least twelve months from the

date of approval of the financial statements;

•

The directors’ explanation as to their

assessment of the Group’s and

Company’s prospects, the period this

assessment covers and why the period

is appropriate; and

•

The directors’ statement as to whether

they have a reasonable expectation that

the Company will be able to continue in

operation and meet its liabilities as they fall

due over the period of its assessment,

including any related disclosures drawing

attention to any necessary qualifications

or assumptions.

Our review of the directors’ statement

regarding the longer-term viability of the

Group and Company was substantially less

in scope than an audit and only consisted

of making inquiries and considering the

directors’ process supporting their

statement; checking that the statement is

in alignment with the relevant provisions of

the Code; and considering whether the

statement is consistent with the financial

statements and our knowledge and

understanding of the Group and Company

and their environment obtained in the

course of the audit.

In addition, based on the work undertaken

as part of our audit, we have concluded that

each of the following elements of the

corporate governance statement is materially

consistent with the financial statements and

our knowledge obtained during the audit:

•

The directors’ statement that they

consider the Annual Report, taken

as a whole, is fair, balanced and

understandable, and provides the

information necessary for the members

to assess the Group’s and Company’s

position, performance, business model

and strategy;

•

The section of the Annual Report that

describes the review of effectiveness

of risk management and internal control

systems; and

•

The section of the Annual Report

describing the work of the Audit

Committee.

We have nothing to report in respect of our

responsibility to report when the directors’

statement relating to the Company’s

compliance with the Code does not properly

disclose a departure from a relevant

provision of the Code specified under the

UK Listing Rules for review by the auditors.

Responsibilities for the financial

statements and the audit

Responsibilities of the directors for

the financial statements

As explained more fully in the Preparation

of the Financial Statements and Directors’

Responsibilities, the directors are

responsible for the preparation of the

financial statements in accordance with the

applicable framework and for being satisfied

that they give a true and fair view. The

directors are also responsible for such

internal control as they determine is

necessary to enable the preparation of

financial statements that are free from

material misstatement, whether due to

fraud or error.

In preparing the financial statements, the

directors are responsible for assessing

the Group’s and the Company’s ability to

continue as a going concern, disclosing,

as applicable, matters related to going

concern and using the going concern basis

of accounting unless the directors either

intend to liquidate the Group or the Company

or to cease operations, or have no realistic

alternative but to do so.

Auditors’ responsibilities for the audit

of the financial statements

Our objectives are to obtain reasonable

assurance about whether the financial

statements as a whole are free from material

misstatement, whether due to fraud or error,

and to issue an auditors’ report that includes

our opinion. Reasonable assurance is a high

level of assurance, but is not a guarantee

that an audit conducted in accordance with

ISAs (UK) will always detect a material

misstatement when it exists. Misstatements

can arise from fraud or error and are

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Sustainability Statement

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Financial Statements

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Financial Statements | Independent auditors’ report to the members of AstraZeneca PLC

considered material if, individually or

in the aggregate, they could reasonably

be expected to influence the economic

decisions of users taken on the basis

of these financial statements.

Irregularities, including fraud, are

instances of non-compliance with laws

and regulations. We design procedures in

line with our responsibilities, outlined above,

to detect material misstatements in respect

of irregularities, including fraud. The extent

to which our procedures are capable of

detecting irregularities, including fraud,

is detailed below.

Based on our understanding of the Group

and industry, we identified that the principal

risks of non-compliance with laws and

regulations related to patent protection,

product safety (including but not limited

to the US Food and Drug Administration

regulation, the European Medicines Agency,

the UK Medicines and Healthcare products

Regulatory Agency, China Food and Drug

Administration), data protection legislation,

antibribery and competition law (including

but not limited to the US Foreign Corrupt

Practices Act, the UK Proceeds of Crime

Act, the UK Economic Crime and Corporate

Transparency Act and the provisions set

out by the National Healthcare Security

Administration in China), and we considered

the extent to which non-compliance might

have a material effect on the financial

statements. We also considered those laws

and regulations that have a direct impact

on the financial statements such as the

Companies Act 2006, UK Listing Rules and

tax legislation. We evaluated management’s

incentives and opportunities for fraudulent

manipulation of the financial statements

(including the risk of override of controls),

and determined that the principal risks were

related to journal entries to manipulate

financial results and potential management

bias in accounting estimates. The Group

engagement team shared this risk

assessment with the component auditors

so that they could include appropriate audit

procedures in response to such risks in their

work. Audit procedures performed by the

Group engagement team and/or component

auditors included:

•

Evaluation and testing of the design

and operating effectiveness of

management’s controls to prevent

and detect irregularities;

•

Discussions with VP Group Internal Audit,

the Deputy Chief Compliance Officer, the

Head of Global Investigations and the

Group’s General Counsel and Deputy

General Counsels along with other

members of Group legal and external

counsel where applicable, including

consideration of known or suspected

instances of non-compliance with laws

and regulations and fraud;

•

Assessment of matters reported on

the Group’s whistleblowing helpline;

•

Assessment of the results of

management’s investigations, with the

assistance of professionals with specialised

skill and knowledge where appropriate;

•

Challenging assumptions made by

management in its significant accounting

estimates; and

•

Identifying and testing the validity of

selected journal entries, including certain

journal entries posted with unusual

account combinations, and certain

consolidation journals.

There are inherent limitations in the audit

procedures described above. We are less

likely to become aware of instances of

non-compliance with laws and regulations

that are not closely related to events and

transactions reflected in the financial

statements. Also, the risk of not detecting

a material misstatement due to fraud is

higher than the risk of not detecting one

resulting from error, as fraud may involve

deliberate concealment by, for example,

forgery or intentional misrepresentations,

or through collusion.

Our audit testing might include testing

complete populations of certain transactions

and balances, possibly using data auditing

techniques. However, it typically involves

selecting a limited number of items for

testing, rather than testing complete

populations. We will often seek to target

particular items for testing based on their

size or risk characteristics. In other cases,

we will use audit sampling to enable us to

draw a conclusion about the population

from which the sample is selected.

A further description of our responsibilities

for the audit of the financial statements

is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities.

This description forms part of our

auditors’ report.

Use of this report

This report, including the opinions, has been

prepared for and only for the Company’s

members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act

2006 and for no other purpose. We do not,

in giving these opinions, accept or assume

responsibility for any other purpose or to any

other person to whom this report is shown

or into whose hands it may come save where

expressly agreed by our prior consent

in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are

required to report to you if, in our opinion:

•

we have not obtained all the information

and explanations we require for our audit;

•

adequate accounting records have not

been kept by the Company, or returns

adequate for our audit have not been

received from branches not visited by us;

•

certain disclosures of directors’

remuneration specified by law are

not made; or

•

the Company financial statements and the

part of the Directors’ Remuneration Report

to be audited are not in agreement with

the accounting records and returns.

We have no exceptions to report arising

from this responsibility.

Appointment

We were first appointed by the company for

the financial year ended 31 December 2017.

Our uninterrupted engagement covers nine

financial years.

Other matter

The company is required by the Financial

Conduct Authority Disclosure Guidance

and Transparency Rules to include these

financial statements in an annual financial

report prepared under the structured digital

format required by DTR 4.1.15R – 4.1.18R

and filed on the National Storage Mechanism

of the Financial Conduct Authority.

This auditors’ report provides no assurance

over whether the structured digital format

annual financial report has been prepared

in accordance with those requirements.

Sarah Quinn (Senior Statutory Auditor)

for and on behalf of

PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

10 February 2026

124

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Statements

Independent auditors’ report to the members of AstraZeneca PLC

continued

Consolidated Statement of Comprehensive Income

for the year ended 31 December

2025

2024

2023

Notes

– Product Sales

55,573

50,938

43,789

– Alliance Revenue

3,067

2,212

1,428

Product Revenue

58,640

53,150

45,217

Collaboration Revenue

923

594

Total Revenue

58,739

54,073

45,811

Cost of sales

(10,633)

(10,207)

(8,268)

Gross profit

48,106

43,866

37,543

Distribution expense

(579)

(555)

(539)

Research and development expense

(14,232)

(13,583)

(10,935)

Selling, general and administrative expense

(19,933)

(19,977)

(19,216)

Other operating income and expense

381

252

1,340

Operating profit

13,743

10,003

8,193

Finance income

360

458

344

Finance expense

(1,694)

(1,742)

(1,626)

Share of after tax losses in associates and joint ventures

(7)

(28)

(12)

Profit before tax

12,402

8,691

6,899

Taxation

(2,169)

(1,650)

(938)

Profit for the period

10,233

7,041

5,961

Other comprehensive income:

Items that will not be reclassified to profit and loss:

Remeasurement of the defined benefit pension liability

290

(406)

Net gains on equity investments measured at fair value through Other comprehensive income

188

139

278

Fair value movements related to own credit risk on bonds designated as fair value through profit or loss

–

(6)

Tax (expense)/income on items that will not be reclassified to profit and loss

(94)

(43)

101

384

188

(33)

Items that may be reclassified subsequently to profit and loss:

Foreign exchange arising on consolidation

2,387

(957)

608

Foreign exchange arising on designated liabilities in net investment hedges

(122)

Fair value movements on cash flow hedges

263

(129)

266

Fair value movements on cash flow hedges transferred to profit and loss

(314)

177

(145)

Fair value movements on derivatives designated in net investment hedges

Gains/(costs) of hedging

(21)

(19)

Tax (expense)/income on items that may be reclassified subsequently to profit and loss

(50)

(12)

2,319

(988)

766

Other comprehensive income/(expense) for the period, net of tax

2,703

(800)

733

Total comprehensive income for the period

12,936

6,241

6,694

Profit attributable to:

Owners of the Parent

10,225

7,035

5,955

Non-controlling interests

Total comprehensive income attributable to:

Owners of the Parent

12,920

6,236

6,688

Non-controlling interests

Basic earnings per $0.25 Ordinary Share

$6.60

$4.54

$3.84

Diluted earnings per $0.25 Ordinary Share

$6.54

$4.50

$3.81

Weighted average number of Ordinary Shares in issue (millions)

1,550

1,549

Diluted weighted average number of Ordinary Shares in issue (millions)

1,562

1,563

1,562

Dividends declared and paid in the period

4,846

4,602

4,487

All activities were in respect of continuing operations.

$m means millions of US dollars.

125

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Statements | Consolidated Statements

Consolidated Statement of Financial Position

at 31 December

2025

2024

Notes

Assets

Non-current assets

Property, plant and equipment

12,962

10,252

Right-of-use assets

1,741

1,395

Goodwill

21,242

21,025

Intangible assets

37,846

37,177

Investments in associates and joint ventures

302

268

Other investments

2,223

1,632

Derivative financial instruments

498

182

Other receivables

1,327

930

Income tax receivable

1,391

–

Deferred tax assets

5,819

5,347

85,351

78,208

Current assets

Inventories

6,557

5,288

Trade and other receivables

15,177

12,972

Other investments

166

Derivative financial instruments

Income tax receivable

1,158

1,859

Cash and cash equivalents

5,711

5,488

28,723

25,827

Total assets

114,074

104,035

Liabilities

Current liabilities

Interest-bearing loans and borrowings

(3,104)

(2,337)

Lease liabilities

(382)

(339)

Trade and other payables

(25,280)

(22,465)

Derivative financial instruments

(81)

(50)

Provisions

(686)

(1,269)

Income tax payable

(1,084)

(1,406)

(30,617)

(27,866)

Non-current liabilities

Interest-bearing loans and borrowings

(24,715)

(26,506)

Lease liabilities

(1,421)

(1,113)

Derivative financial instruments

–

(115)

Deferred tax liabilities

(3,500)

(3,305)

Retirement benefit obligations

(1,105)

(1,330)

Provisions

(918)

(921)

Income tax payable

(700)

(238)

Other payables

(2,379)

(1,770)

(34,738)

(35,298)

Total liabilities

(65,355)

(63,164)

Net assets

48,719

40,871

Equity

Capital and reserves attributable to equity holders of the Company

Share capital

388

Share premium account

35,266

35,226

Capital redemption reserve

153

Merger reserve

448

Other reserves

1,440

1,411

Retained earnings

10,972

3,160

48,667

40,786

Non-controlling interests

Total equity

48,719

40,871

The Financial Statements from pages 125 to 196 were approved by the Board and were signed on its behalf by

Pascal Soriot

Aradhana Sarin

Director

10 February 2026

126

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Statements

Consolidated Statement of Changes in Equity

for the year ended 31 December

Capital

Total

Non-

premium redemption

Merger

Other

Retained attributable

controlling

Total

capital

account

reserve

reserves

earnings

to owners

interests

equity

At 1 January 2023

387

35,155

153

448

1,468

(574)

37,037

37,058

Profit for the period

–

5,955

5,961

Other comprehensive income

–

733

–

733

Transfer to Other reserves

–

(4)

–

Transactions with owners

Dividends (Note 25)

–

(4,487)

–

(4,487)

Dividends paid to non-controlling interests (Note 25)

–

(4)

Issue of Ordinary Shares

–

Share-based payments charge for the period (Note 29)

–

579

–

579

Settlement of share plan awards

–

(708)

–

(708)

Net movement

–

(4)

2,076

2,106

2,108

At 31 December 2023

388

35,188

153

448

1,464

1,502

39,143

39,166

Profit for the period

–

7,035

7,041

Other comprehensive expense

–

(799)

(1)

(800)

Transfer to Other reserves

–

(15)

–

Transactions with owners

Dividends (Note 25)

–

(4,602)

–

(4,602)

Dividends paid to non-controlling interests (Note 25)

–

(4)

Issue of Ordinary Shares

–

Changes in non-controlling interests

–

Movement in shares held by Employee Benefit Trusts

–

(68)

–

(68)

–

(68)

Share-based payments charge for the period (Note 29)

–

660

–

660

Settlement of share plan awards

–

(621)

–

(621)

Net movement

–

(53)

1,658

1,643

1,705

At 31 December 2024

388

35,226

153

448

1,411

3,160

40,786

40,871

Profit for the period

–

10,225

10,233

Other comprehensive (expense)/income

–

(61)

2,756

2,695

2,703

Transfer to Other reserves

–

(47)

–

Transactions with owners

Dividends (Note 25)

–

(4,846)

–

(4,846)

Dividends paid to non-controlling interests (Note 25)

–

(6)

Issue of Ordinary Shares

–

Changes in non-controlling interests

–

(214)

(43)

(257)

Movement in shares held by Employee Benefit Trusts

–

Share-based payments charge for the period (Note 29)

–

719

–

719

Settlement of share plan awards

–

(781)

–

(781)

Net movement

–

7,812

7,881

(33)

7,848

At 31 December 2025

388

35,266

153

448

1,440

10,972

48,667

48,719

Included within Other comprehensive income of $2,703m (2024: expense of $800m; 2023: income of $733m) is a gain of $1m (2024: charge of $21m; 2023: charge of $19m), relating to

Gains/(costs) of hedging.

Amounts charged or credited to Other reserves relate to exchange adjustments arising on goodwill and movements in shares held by Employee Benefit Trusts. Transfer to Other reserves

includes $70m (2024: $nil; 2023: $nil) in respect of the opening balance on the cash flow hedge reserve. The cash flow hedge reserve was previously disclosed within Retained earnings

but from 2025 is disclosed within Other reserves.

127

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Statements | Consolidated Statements

Consolidated Statement of Cash Flows

for the year ended 31 December

2025

2024

2023

Notes

Cash flows from operating activities

Profit before tax

12,402

8,691

6,899

Finance income and expense

1,334

1,284

1,282

Share of after tax losses in associates and joint ventures

Depreciation, amortisation and impairment

5,733

6,688

5,387

Increase in trade and other receivables

(1,728)

(1,624)

(1,425)

Increase in inventories

(755)

(131)

(669)

Increase in trade and other payables and provisions

1,346

862

2,394

Gains on disposal of intangible assets

(168)

(64)

(251)

Fair value movements on contingent consideration arising from business combinations

(97)

311

549

Non-cash and other movements

662

(121)

(386)

Cash generated from operations

18,736

15,924

13,792

Interest paid

(1,316)

(1,313)

(1,081)

Tax paid

(2,845)

(2,750)

(2,366)

Net cash inflow from operating activities

14,575

11,861

10,345

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

(66)

(2,771)

(189)

Payments upon vesting of employee share awards attributable to business combinations

–

(3)

(84)

Payment of contingent consideration from business combinations

(1,164)

(1,008)

(826)

Purchase of property, plant and equipment

(2,810)

(1,924)

(1,361)

Disposal of property, plant and equipment

132

Purchase of intangible assets

(3,095)

(2,662)

(2,417)

Disposal of intangible assets

136

123

291

Movement in profit-participation liability

–

190

Purchase of non-current asset investments

(229)

(96)

(136)

Disposal of non-current asset investments

–

Movement in short-term investments, fixed deposits and other investing instruments

131

Payments to associates and joint ventures

(10)

(158)

(80)

Disposal of investments in associates and joint ventures

–

Interest received

286

343

287

Net cash outflow from investing activities

(6,808)

(7,980)

(4,064)

Net cash inflow before financing activities

7,767

3,881

6,281

Cash flows from financing activities

Proceeds from issue of share capital

Own shares purchased by Employee Benefit Trusts

(521)

(81)

–

Payments to acquire non-controlling interests

(183)

–

Issue of loans and borrowings

6,492

3,816

Repayment of loans and borrowings

(2,029)

(4,652)

(4,942)

Dividends paid

(4,971)

(4,629)

(4,481)

Hedge contracts relating to dividend payments

113

(19)

Repayment of obligations under leases

(372)

(316)

(268)

Movement in short-term borrowings

364

(31)

161

Payment of Acerta Pharma share purchase liability

–

(833)

(867)

Net cash outflow from financing activities

(7,544)

(3,996)

(6,567)

Net increase/(decrease) in Cash and cash equivalents in the period

223

(115)

(286)

Cash and cash equivalents at the beginning of the period

5,429

5,637

5,983

Exchange rate effects

(93)

(60)

Cash and cash equivalents at the end of the period

5,698

5,429

5,637

128

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Financial Statements

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Group Accounting Policies

Financial Statements | Group Accounting Policies

AstraZeneca

Annual Report & Form 20-F Information 2025

129

Basis of accounting and preparation

of ﬁnancial information

The Consolidated Financial Statements

(or Group Financial Statements) have been

prepared under the historical cost convention,

modified to include revaluation to fair value

of certain financial instruments and pension

plan assets and liabilities as described below,

in accordance with UK-adopted international

accounting standards and with the

requirements of the Companies Act 2006

as applicable to companies reporting under

those standards. The Consolidated Financial

Statements also comply fully with IFRS

Accounting Standards as issued by the

International Accounting Standards Board

(IASB) and International Accounting Standards

as adopted by the European Union.

The Consolidated Financial Statements

are presented in US dollars, which is the

Company’s functional currency.

New accounting requirements

The following amendments have been issued

and adopted:

•

amendments to IAS 21 ‘The Effects of

Changes in Foreign Exchange Rates’,

effective for periods beginning on or after

1 January 2025 - endorsed by the United

Kingdom Endorsement Board (UKEB) on

15 July 2024.

The above amendments did not have a

significant impact on the Group’s net results,

net assets or disclosures.

Product revenue subtotal

Effective 1 January 2025, the Group has

updated the presentation of Total Revenue

on the face of the Consolidated Statement

of Comprehensive Income to include a new

subtotal ‘Product Revenue’. This represents

the summation of Product Sales and

Alliance Revenue on the basis of the similar

characteristics of the underlying product sales

curve profiles related to the end customer.

Product Revenue and Collaboration Revenue

form Total Revenue. Product Sales and

Alliance Revenue continue to be presented

separately, with the new subtotal providing

additional aggregation of revenue types with

similar characteristics, reflecting the growing

importance of Alliance Revenue.

There are no changes to the Revenue

accounting policy regarding the types of

transactions recorded in each revenue

category. The comparative years have

been retrospectively adjusted to reflect the

additional subtotal, resulting in total Product

Revenue being reported for the year ended

31 December 2024 of $53,150m and the year

ended 31 December 2023 of $45,217m.

Basis for preparation of Financial

Statements on a going concern basis

The Group has considerable financial

resources available. As at 31 December 2025,

the Group has $10.6bn in financial resources

(cash and cash equivalent balances of $5.7bn

and undrawn committed bank facilities of

$4.9bn that are available until April 2030), with

$3.5bn of borrowings due within one year.

These facilities contain no financial covenants,

and in January 2026 their maturity was

extended to April 2031.

The Group has assessed the prospects of the

Group over a period longer than the required

12 months from the date of Board approval of

these Consolidated Financial Statements, with

no deterioration noted requiring a further

extension of this review. The Group’s revenues

are largely derived from sales of medicines

covered by patents, which provide a relatively

high level of resilience and predictability to

cash inflows, although government price

interventions in response to budgetary

constraints are expected to continue to

adversely affect revenues in some of our

significant markets. The Group, however,

anticipates new revenue streams from both

recently launched medicines and those in

development, and the Group has a wide

diversity of customers and suppliers across

different geographic areas.

Consequently, the Directors believe that,

overall, the Group is well placed to manage

its business risks successfully. Accordingly,

they continue to adopt the going concern

basis in preparing the Annual Report and

Financial Statements.

Estimates and judgements

The preparation of the Financial Statements in

conformity with generally accepted accounting

principles requires management to make

estimates and judgements that affect the

reported amounts of assets and liabilities at

the date of the Financial Statements and the

reported amounts of revenues and expenses

during the reporting period. Actual results

could differ from those estimates.

The accounting policy descriptions set out

the areas where judgements and estimates

need exercising, the most significant of which

include the following Key Judgements

and Significant Estimates

•

revenue recognition – see Revenue

accounting policy on page 130

and

Note 2 on page 141

•

expensing of internal development

expenses – see Research and development

accounting policy on page 131

•

impairment reviews of Intangible assets

– see Note 11 on page 153

•

useful economic life of Intangible assets

– see Research and development

accounting policy on page 131

•

business combinations and Goodwill –

see Business combinations and goodwill

accounting policy on page 134

•

litigation liabilities – see Legal proceedings

within Note 30 on page 181

•

operating segments – see Note 7 on

page 147

•

employee benefits – see Note 22 on

page 168

•

taxation – see Note 30 on page 190

The Group has assessed the impact of

sustainability topics on its financial reporting.

This includes an impact assessment on the

valuation and useful lives of Intangible assets

and the identification and measurement of

provisions and contingent liabilities in response

to climate and pollution risks.

Sustainability-related opportunities on

innovation are integral to the Financial

Statements with a key indicator of the Group’s

investment being Research and development

(R&D) expense. Business conduct and patient

safety are both considered as part of our

recognition and measurement of provisions

and contingent liabilities, noted within sections

of Government investigations and proceedings

and Product liability litigation as relevant, of

Note 30. No material accounting impacts or

changes to judgements or other required

disclosures were noted.

Key Judgements are those judgements

made in applying the Group’s accounting

policies that have a material effect on the

amounts of assets and liabilities recognised

in the Financial Statements.

A Significant Estimate has a significant

risk of material adjustment to the carrying

amounts of assets and liabilities within the

next financial year.

Financial risk management policies are

detailed in Note 28 to the Financial Statements

from page 171.

AstraZeneca’s management considers the

following to be the material accounting policies

in the context of the Group’s operations.

Revenue

Revenue comprises Product Sales, Alliance

Revenue and Collaboration Revenue.

Revenue excludes inter-company revenues

and value-added taxes.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Group Accounting Policies

continued

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

130

Product Sales

Product Sales represent net invoice value less

estimated rebates, returns and chargebacks,

which are considered to be variable

consideration and include significant

estimates. Sales are recognised when the

control of the goods has been transferred to

a third party. This is usually when title passes

to the customer, either on shipment or on

receipt of goods by the customer, depending

on local trading terms. Revenue is not

recognised in full until it is highly probable

that a significant reversal in the amount of

cumulative revenue recognised will not occur.

Rebates are amounts payable or credited to

a customer, usually based on the quantity

or value of Product Sales to the customer for

specific products in a certain period. Product

Sales rebates, which relate to Product Sales

that occur over a period of time, are normally

issued retrospectively.

At the time Product Sales are invoiced, rebates

and deductions that the Group expects to

pay are estimated based upon assumptions

developed using contractual terms, historical

experience and market-related information.

The rebates and deductions are recognised

as variable consideration and recorded as a

reduction to revenue with an accrual recorded.

These rebates typically arise from sales

contracts with government payers, third-party

managed care organisations, hospitals,

long-term care facilities, group purchasing

organisations and various state programmes.

In markets where returns are significant,

estimates of the quantity and value of

goods which may ultimately be returned

are accounted for at the point revenue is

recognised. Our returns accruals are based

on actual experience over the preceding

12 months for established products together

with market-related information such as

estimated stock levels at wholesalers and

competitor activity which we receive via

third-party information services. For newly

launched products, we use rates based on

our experience with similar products or a

predetermined percentage.

When a product faces generic competition,

particular attention is given to the possible

levels of returns and, in cases where the

circumstances are such that the level of

Product Sales are considered highly probable

to reverse, revenues are only recognised

when the right of return expires, which is

generally on ultimate prescription of the

product to patients.

The methodology and assumptions used to

estimate rebates and returns are monitored

and adjusted regularly in the light of

contractual and legal obligations, historical

trends, past experience and projected

market conditions. Once the uncertainty

associated with returns is resolved, revenue

is adjusted accordingly.

Under certain collaboration agreements

which include a profit sharing mechanism,

our recognition of Product Sales depends

on which party acts as principal in sales to

the end customer. In the cases where

AstraZeneca acts as principal, we record

100% of sales to the end customer. In the

cases where AstraZeneca does not act as

principal, we record the share of gross

profits received within Alliance Revenue.

Certain arrangements include bill-and-hold

arrangements under which the Group invoices

a customer for a product but retains physical

possession of the product until it is transferred

to the customer at a point in time in the

future. For these types of arrangements, an

assessment is made to determine when the

performance obligation has been satisfied,

which is when control of the product is

transferred to the customer. If the customer

has obtained control of the product even

though that product remains in the Group’s

physical possession, the performance

obligation to transfer a product has been

satisfied and Product Sales are recognised.

Control is considered to have transferred when

the reason for the bill-and-hold arrangement

is substantive, the product can be identified

separately as belonging to the customer, the

product is ready for physical transfer to the

customer and AstraZeneca is unable to use

or sell the product to another customer.

Alliance Revenue

Alliance Revenue comprises income arising

from the ongoing operation of collaborative

arrangements related to sales made by

collaboration partners, where AstraZeneca

is entitled to a share of gross profits, a share

of revenues or royalties, which are recurring

in nature while the collaboration agreement

remains in place. Alliance Revenue does

not include Product Sales where

AstraZeneca is leading commercialisation

in a territory, or reimbursement for

AstraZeneca-incurred expenses such as

R&D or promotion costs, which arise from

the license of intellectual property.

The Group periodically enters into transactions

where it acquires part of the rights to a product

intangible (either on-market or in-process

R&D), but for commercial reasons does not

act as principal in selling the product to the

customer and therefore does not recognise

income from the product in the form of

Product Sales. This may occur where, for

example, a collaboration partner retains the

right to commercialise in a specific territory,

and has sufficient local control over that

commercialisation to book Product Sales,

while the Group instead receives a proportion

of the value generated by those Product

Sales, either in the form of a share of gross

profits, a share of revenues or a royalty. This

revenue is recognised when the Group’s

right to receive the share of the collaboration

partner’s income is established and can be

reliably measured.

Where an out-licensing arrangement meets

the definition of a licence agreement, sales

royalties are recognised when achieved by

applying the royalty exemption under IFRS 15

‘Revenue from Contracts with Customers’.

Where the arrangement meets the definition

of a licence agreement, share of gross profits,

share of revenues and sales royalties are

recognised when achieved by applying the

royalty exemption under IFRS 15. All other

sales royalties are recognised when

considered it is highly probable there will not

be a significant reversal of cumulative income.

The determination requires estimates to be

made in relation to future Product Sales.

Collaboration Revenue

Collaboration Revenue includes income

arising from entering into collaborative

arrangements where the Group has

out-licensed (sold) certain rights associated

with products and where AstraZeneca

retains a significant ongoing economic

interest in the product. Significant interest

can include ongoing supply of finished

goods, profit sharing arrangements or being

principal in the sales of medicines. These

collaborations may include development,

manufacturing and/or commercialisation

arrangements with the collaborator. Income

from out-licences may take the form of

upfront fees and milestones.

Timing of recognition of clinical and

regulatory milestones is considered to be a

Key Judgement. There can be significant

uncertainty over whether it is highly probable

that there would not be a significant reversal

of cumulative revenue in respect of specific

milestones if these are recognised before

they are triggered due to them being subject

to the actions of third parties. In general,

where the triggering of a milestone is subject

to the decisions of third parties (e.g. the

acceptance or approval of a filing by a

regulatory authority), the Group does not

consider that the threshold for recognition

is met until that decision is made.

Where Collaboration Revenue arises from

the licensing of the Group’s own intellectual

property, the licences we grant are typically

rights to use intellectual property which do

not change during the period of the licence

and therefore related non-conditional revenue

is recognised at the point the licence is

granted and variable consideration as soon

as recognition criteria are met.

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Annual Report & Form 20-F Information 2025

131

Other performance obligations in the contract

might include the supply of product. These

arrangements typically involve the receipt

of an upfront payment, which the contract

attributes to the license of the intangible

assets, and ongoing receipts for supply, which

the contract attributes to the sale of the

product we manufacture. In cases where

the transaction has two or more components,

we account for the delivered item (for

example, the transfer of title to the intangible

asset) as a separate unit of account and record

revenue on delivery of that component.

Where practicable, consideration is allocated

to performance obligations on the basis of the

standalone selling price of each performance

obligation. However, where there is a licence

of intellectual property, it is not always

possible to establish a reliable estimate of

the standalone selling price of the licence

as they are unique. Therefore, in these rare

situations, the residual approach is used to

determine the consideration attributable to

the licence.

Where fixed amounts are payable over one

year from the effective date of a contract, an

assessment is made as to whether a significant

financing component exists, and if so, the

fair value of this component is deferred and

recognised as financing income over the

period to the expected date of receipt.

Where control of a right-to-use licence for

an intangible asset passes at the outset of an

arrangement, revenue is recognised at the

point in time control is transferred. Where

the substance of a licence arrangement is

that of a right-to-access rights attributable

to an intangible asset, revenue, in the form

of an upfront fee, is recognised over time,

normally on a straight-line basis over the life

of the contract.

Where Collaboration Revenue is recorded

and there is a related intangible asset that

is licensed as part of the arrangement, an

appropriate amount of that intangible asset

is charged to Cost of sales based on an

allocation of cost or value to the rights that

have been licensed.

Cost of sales

Cost of sales are recognised as the associated

revenue is recognised. Cost of sales include

manufacturing costs, royalties payable

on revenues recognised, movements in

provisions for inventories, inventory

write-offs and impairment charges in relation

to manufacturing assets. Cost of sales also

includes co-collaborator sharing of profit

arising from collaborations, and foreign

exchange gains and losses arising from

business trading activities.

Research and development

Research expenditure is charged to profit

and loss in the year in which it is incurred.

Internal development expenditure is

capitalised only if it meets the recognition

criteria of IAS 38 ‘Intangible Assets’. This

is considered a Key Judgement. Where

regulatory and other uncertainties are such

that the criteria are not met, the expenditure

is charged to profit and loss and this is

almost invariably the case prior to approval

of the drug by the relevant regulatory

authority. Where, however, recognition

criteria are met, Intangible assets are

capitalised and amortised on a straight-line

basis over their useful economic lives from

product launch. At 31 December 2025, no

amounts have met the recognition criteria.

Payments to in-license products and

compounds from third parties for new research

and development projects (in process research

and development) generally take the form

of upfront payments, milestones and royalty

payments. Where payments made to third

parties represent consideration for future

research and development activities, an

evaluation is made as to the nature of the

payments. Such payments are expensed

if they represent compensation for sub-

contracted research and development

services not resulting in a transfer of

intellectual property. By contrast, payments

are capitalised if they represent compensation

for the transfer of identifiable intellectual

property developed at the risk of the third

party. Such payments may be made once

development or regulatory milestones are

met and may also be made on the basis of

sales volumes once a product is launched.

Development and regulatory milestone

payments are capitalised as the milestone is

triggered. Sales-related payments are accrued

and capitalised with reference to the latest

Group sales forecasts for approved indications

at the present value of expected future cash

flows. Assets capitalised are amortised, on a

straight-line basis, over their useful economic

lives from product launch.

The determination of useful economic

life is considered to be a Key Judgement.

On product launch, the Group makes

a judgement as to the expected useful

economic life with reference to the expiry

of associated patents for the product,

expectation around the competitive

environment specific to the product and

our detailed long-term risk-adjusted sales

projections compiled annually across the

Group and approved by the Board.

The useful economic life can extend beyond

patent expiry dependent upon the nature

of the product and the complexity of the

development and manufacturing process.

Significant sales can often be achieved

post patent expiration.

Intangible assets

Intangible assets are stated at cost less

accumulated amortisation and impairments.

Intangible assets relating to products in

development are subject to impairment

testing at least annually. All Intangible assets

are tested for impairment when there are

indications that the carrying value may not

be recoverable. The determination of the

recoverable amounts includes key estimates

which are highly sensitive to, and depend

upon, key assumptions as detailed in Note 11

to the Financial Statements from page 151.

Impairment reviews have been carried out on

all Intangible assets that are in development

(and not being amortised), all major intangible

assets acquired during the year and all other

intangible assets that have had indicators

of impairment during the year. Recoverable

amount is determined as the higher of value

in use or fair value less costs to sell using a

discounted cash flow calculation, with the

products’ expected cash flows risk-adjusted

over their estimated remaining useful

economic life. Sales forecasts and specific

allocated costs (which have both been subject

to appropriate senior management review and

approval) are risk-adjusted and discounted

using appropriate rates based on our post-tax

weighted average cost of capital or for fair

value less costs to sell, a required rate of

return for a market participant. Our weighted

average cost of capital reflects factors such

as our capital structure and our costs of debt

and equity.

Any impairment losses are recognised

immediately in Operating profit. Intangible

assets relating to products which fail during

development (or for which development

ceases for other reasons) are also tested for

impairment and are written down to their

recoverable amount (which is usually nil).

If, subsequent to an impairment loss being

recognised, development restarts or other

facts and circumstances change indicating

that the impairment is less or no longer

exists, the value of the asset is re-estimated

and its carrying value is increased to the

recoverable amount, but not exceeding the

original value, by recognising an impairment

reversal in Operating profit.

Government grants

Government grants are recognised in the

Consolidated Statement of Comprehensive

Income so as to match with the related

expenses that they are intended to

compensate. Where grants are received

in advance of the related expenses, they

are initially recognised in the Consolidated

Statement of Financial Position under

Trade and other payables as deferred

income and released to net off against the

related expenditure when incurred.

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AstraZeneca

Annual Report & Form 20-F Information 2025

132

Each contract is assessed to determine

whether there are both grant elements and

supply of product which need to be separated.

In each case, the contracts set out the

specified terms for the supply of the product

and the provisions for funding for certain

costs, primarily research and development

associated with the intellectual property (IP).

It is considered whether there are any

conditions for the funding to be refunded.

The consideration in the contract is allocated

between the grant and supply elements.

The standalone selling price for the supply

of products is determined by reference to

observed prices with other customers.

The amount allocated as a government grant

is determined by reference to the specific

agreed costs and activities identified in the

contract as not directly attributable to the

supply of product. Government grants

are recorded as an offset to the relevant

expense in the Consolidated Statement of

Comprehensive Income and are capped to

match the relevant costs incurred.

Other operating income and expense

Other operating income and expense is

generated from activities outside of the

Group’s normal course of business, which

includes Other income from divestments of

or full out-license of assets and businesses

including royalties and milestones where the

Group does not retain a significant continued

interest. Where the arrangement meets the

definition of a licence agreement, sales

milestones and sales royalties are recognised

when achieved by applying the royalty

exemption under IFRS 15 ‘Revenue from

Contracts with Customers’. All other milestones

and sales royalties are recognised when it is

considered highly probable that there will not

be a significant reversal of cumulative income.

The determination requires estimates to be

made in relation to future Product Sales.

Joint arrangements and associates

The Group has arrangements over which

it has joint control and which qualify as joint

operations or joint ventures under IFRS 11

‘Joint Arrangements’. For joint operations,

the Group recognises its share of revenue

that it earns from the joint operations and its

share of expenses incurred. The Group also

recognises the assets associated with the

joint operations that it controls and the

liabilities it incurs under the joint arrangement.

For joint ventures and associates, the Group

recognises its interest in the joint venture or

associate as an investment and uses the

equity method of accounting.

Employee beneﬁts

The Group accounts for pensions and other

employee benefits (principally healthcare)

under IAS 19 ‘Employee Benefits’. In respect

of defined benefit plans, obligations are

determined using the projected unit credit

method and are discounted to present value

by reference to market yields on high-quality

corporate bonds, while plan assets are

measured at fair value. Given the extent of

the assumptions used to determine the value

of scheme assets and scheme liabilities, these

are considered to be significant estimates.

The operating and financing costs of such

plans are recognised separately in profit

and loss; current service costs are spread

systematically over the working lives of

employees and financing costs are recognised

in full in the periods in which they arise.

Remeasurements of the net defined benefit

pension liability, including actuarial gains and

losses, are recognised immediately in Other

comprehensive income.

Where the calculation results in a surplus to

the Group, the recognised asset is limited to

the present value of any available future

refunds from the plan or reductions in

future contributions to the plan subject to

consideration of the effect any minimum

funding requirement for future service has

on the benefit available as a reduction in

future contributions.

Payments to defined contribution plans are

recognised in profit and loss as they fall due.

Taxation

The current tax payable is based on taxable

profit for the year. Taxable profit differs from

reported profit because taxable profit excludes

items that are either never taxable or tax

deductible or items that are taxable or tax

deductible in a different period. The Group’s

current tax assets and liabilities are calculated

using tax rates that have been enacted or

substantively enacted by the reporting date.

Current tax includes the Group’s charge for

any Pillar Two income taxes.

Deferred tax is provided using the balance

sheet liability method, providing for temporary

differences between the carrying amounts

of assets and liabilities for financial reporting

purposes and the amounts used for taxation

purposes. Deferred tax liabilities are

recognised unless they arise from the initial

recognition (other than in a business

combination) of assets and liabilities in a

transaction that affects neither the taxable

profit nor the accounting profit. Deferred tax

liabilities are not recognised to the extent they

arise from the initial recognition of non-tax

deductible goodwill. Deferred tax assets are

recognised to the extent that there are future

taxable temporary differences or it is probable

that future taxable profit will be available

against which the asset can be utilised. This

requires judgements to be made in respect

of the availability of future taxable income.

The Group applies the exception to recognising

and disclosing information about deferred

tax assets and liabilities related to Pillar Two

income taxes, as provided in the amendments

to IAS 12 ‘Income Taxes’ issued in May 2023.

No deferred tax asset or liability is recognised

in respect of temporary differences associated

with investments in subsidiaries and branches

where the Group is able to control the timing

of reversal of the temporary differences and

it is probable that the temporary differences

will not reverse in the foreseeable future.

The Group’s deferred tax assets and liabilities

are calculated using tax rates that are expected

to apply in the period when the liability is

settled or the asset realised based on tax rates

that have been enacted or substantively

enacted by the reporting date. Deferred tax

liabilities relating to assets recognised because

of a business combination which may qualify

for intellectual property incentives are

measured at the relevant statutory tax rate.

Deferred tax assets and liabilities are offset

in the Consolidated Statement of Financial

Position if, and only if, the taxable entity has

a legally enforceable right to set off current

tax assets and liabilities, and the Deferred

tax assets and liabilities relate to taxes levied

by the same taxation authority on the same

taxable entity.

Liabilities for uncertain tax positions require

management to make judgements of potential

exposures in relation to tax audit issues based

upon interpretation of applicable laws and

regulations and the expectation of how the

tax authority will resolve the matter. Tax

benefits are recognised when it is probable

the tax positions will be accepted by the tax

authorities. When a position is not considered

probable of being accepted, management

reviews each material tax benefit and reflects

the effect of the uncertainty in determining

the related taxable result. This is measured

using either the most likely amount or the

expected value amount depending on which

method the entity expects to better predict

the resolution of the uncertainty.

Further details of the estimates and

assumptions made in determining our

recorded liability for transfer pricing

contingencies and other tax contingencies

are included in Note 30 to the Financial

Statements from page 189.

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AstraZeneca

Annual Report & Form 20-F Information 2025

133

Share-based payments

All plans have been classified as equity

settled after assessment. The grant date

fair value of the market-based performance

elements of employee share plan awards is

calculated using a modified Monte Carlo

model, with other elements at market price.

In accordance with IFRS 2 ‘Share-based

Payment’, the resulting cost is recognised in

profit on a straight-line basis over the vesting

period of the awards. The value of the charge

is adjusted to reflect expected and actual

levels of awards vesting, except where the

failure to vest is as a result of not meeting

a market condition. Cancellations of equity

instruments are treated as an acceleration

of the vesting period and any outstanding

charge is recognised in profit immediately.

Cash outflows relating to the purchase of

shares by consolidated Employee Benefit

Trusts (EBTs) relating to the vesting of share

plans are recognised within financing activities.

Cash outflows relating to the employer and

employee taxes paid on vesting of share plans

are recognised in operating activities as they

relate to employee remuneration. The cost

of shares held by EBTs at the period end is

deducted from equity. The cash flows relating

to replacement awards issued to employees

as part of the Alexion Pharmaceuticals, Inc.

(Alexion) acquisition are classified within

investing activities, as they are part of the

aggregate cash flows arising from obtaining

control of the subsidiary.

Property, plant and equipment

The Group’s policy is to depreciate the

difference between the cost of each item

of Property, plant and equipment and its

residual value over its estimated useful life on

a straight-line basis. Assets under construction

are not depreciated until the asset is available

for use, at which point the asset is transferred

into either Land and buildings or Plant and

equipment, and depreciated over its estimated

useful economic life.

Reviews are made annually of the estimated

remaining lives and residual values of

individual productive assets, taking account of

commercial and technological obsolescence

as well as normal wear and tear. It is impractical

to calculate average asset lives exactly.

However, the useful economic lives range from

approximately 10 to 50 years for buildings, and

three to 15 years for plant and equipment.

All items of Property, plant and equipment

are tested for impairment when there are

indications that the carrying value may not

be recoverable. Any impairment losses are

recognised immediately in Operating profit.

Leases

The Group’s lease arrangements are principally

for property, most notably a portfolio of office

premises and employee accommodation,

and for a global car fleet, utilised primarily

by our sales and marketing teams.

The lease liability and corresponding

right-of-use asset arising from a lease are

initially measured on a present value basis.

Lease liabilities include the net present value

of the following lease payments:

•

fixed payments, less any lease

incentives receivable

•

variable lease payments that depend on an

index or a rate, initially measured using the

index or rate as at the commencement date

•

the exercise price of a purchase option if

the Group is reasonably certain to exercise

that option

•

payments of penalties for terminating the

lease, if the lease term reflects the Group

exercising that option, and

•

amounts expected to be payable by the

Group under residual value guarantees.

Right-of-use assets are measured at cost

comprising the following:

•

the amount of the initial measurement of

lease liability

•

any lease payments made at or before

the commencement date less any lease

incentives received

•

any initial direct costs, and

•

restoration costs.

Judgements made in calculating the

lease liability include assessing whether

arrangements contain a lease and determining

the lease term. Extension and termination

options have been considered when

determining the lease term, along with all

facts and circumstances that may create an

economic incentive to exercise an extension

option, or not exercise a termination option.

Extension periods (or periods after termination

options) are only included in the lease term if

the lease is reasonably certain to be extended

(or not terminated).

The lease payments are discounted using

incremental borrowing rates, as in the majority

of leases held by the Group the interest rate

implicit in the lease is not readily identifiable.

Calculating the discount rate is an estimate

made in calculating the lease liability. This rate

is the rate that the Group would have to pay

to borrow the funds necessary to obtain an

asset of similar value to the right-of-use asset

in a similar economic environment with similar

terms, security and conditions. To determine

the incremental borrowing rate, the Group

uses a risk-free interest rate adjusted for

credit risk, adjusting for terms specific to the

lease including term, country and currency.

The Group is exposed to potential future

increases in variable lease payments that are

based on an index or rate, which are initially

measured as at the commencement date,

with any future changes in the index or rate

excluded from the lease liability until they

take effect. When adjustments to lease

payments based on an index or rate take

effect, the lease liability is reassessed and

adjusted against the right-of-use asset.

Lease payments are allocated between

principal and finance cost. The finance cost

is charged to the Consolidated Statement

of Comprehensive Income over the lease

period so as to produce a constant periodic

rate of interest on the remaining balance of

the liability for each period.

Contracts may contain both lease and

non-lease components. The Group allocates

the consideration in the contract to the lease

and non-lease components based on their

relative standalone prices.

Right-of-use assets are generally depreciated

over the shorter of the asset’s useful life and

the lease term on a straight-line basis. If the

Group is reasonably certain to exercise a

purchase option, the right-of-use asset is

depreciated over the underlying asset’s

useful life. It is impractical to calculate average

asset lives exactly. However, the total lives

range from approximately 10 to 50 years for

buildings, and three to 15 years for motor

vehicles and other assets.

There are no material lease agreements under

which the Group is a lessor.

Business combinations and goodwill

In assessing whether an acquired set of assets

and activities is a business or an asset,

management will first elect whether to apply

an optional concentration test to simplify the

assessment. Where the concentration test

is applied, the acquisition will be treated as

the acquisition of an asset if substantially all

of the fair value of the gross assets acquired

(excluding cash and cash equivalents,

deferred tax assets, and related goodwill)

is concentrated in a single asset or group

of similar identifiable assets.

Where the concentration test is not applied, or

is not met, a further assessment of whether

the acquired set of assets and activities is a

business will be performed.

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Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

134

The determination of whether an

acquired set of assets and activities is a

business or an asset can be judgemental,

particularly if the target is not producing

outputs. Management uses a number of

factors to make this determination, which

are primarily focused on whether the

acquired set of assets and activities include

substantive processes that mean the set is

capable of being managed for the purpose

of providing a return. Key determining factors

include the stage of development of any

assets acquired, the readiness and ability

of the acquired set to produce outputs and

the presence of key experienced employees

capable of conducting activities required

to develop or manufacture the assets.

Typically, the specialised nature of many

pharmaceutical assets and processes is

such that until assets are substantively ready

for production and promotion, there are not

the required processes for a set of assets and

activities to meet the definition of a business

in IFRS 3 ‘Business Combinations’.

On acquiring a business, fair values are

assigned to identifiable assets and liabilities

by the application of judgement. Contingent

liabilities are recognised at fair value unless it

cannot be measured reliably.

Where not all of the equity of a subsidiary

is acquired, the non-controlling interest is

recognised either at fair value or at the

non-controlling interest’s proportionate

share of the net assets of the subsidiary,

on a case-by-case basis.

The timing and amount of future contingent

elements of consideration is an estimate.

Contingent consideration, which may include

development and launch milestones, revenue

threshold milestones and revenue-based

royalties, is fair valued at the date of acquisition

using decision-tree analysis with key inputs

including probability of success, consideration

of potential delays and revenue projections

based on the Group’s internal forecasts.

Unsettled amounts of consideration are held

at fair value within payables with changes in

fair value recognised immediately in profit.

Goodwill is the difference between the fair

value of the consideration and the fair value

of net assets acquired.

Goodwill arising on acquisitions is capitalised

and subject to an impairment review, both

annually and when there is an indication that

the carrying value may not be recoverable.

Subsidiaries

A subsidiary is an entity controlled, directly

or indirectly, by AstraZeneca PLC. Control

is regarded as the exposure or rights to the

variable returns of the entity when combined

with the power to affect those returns. Control

is normally evidenced by holding more than

50% of the share capital of the company,

however other agreements may be in

place that result in control where they give

AstraZeneca finance decision-making

authority over the relevant activities of

the company.

The financial results of subsidiaries are

consolidated from the date control is obtained

until the date that control ceases.

Inventories

Inventories are stated at the lower of cost

and net realisable value. The first in, first out

or an average method of valuation is used.

For finished goods and work in progress,

cost includes directly attributable costs

and certain overhead expenses (including

depreciation). Selling expenses and certain

other overhead expenses (principally central

administration costs) are excluded. Net

realisable value is determined as estimated

selling price less all estimated costs of

completion and costs to be incurred in

selling and distribution.

Write-downs of inventory occur in the general

course of business and are recognised in

Cost of sales for launched or approved

products and in Research and development

expense for products in development.

Trade and other receivables

Financial assets included in Trade and other

receivables are recognised initially at fair value.

The Group holds the Trade receivables with the

objective to collect the contractual cash flows

and therefore measures them subsequently

at amortised cost using the effective interest

method, less any impairment, based on

expected credit losses.

Trade receivables that are subject to debt

factoring arrangements are derecognised if

they meet the conditions for derecognition

detailed in IFRS 9 ‘Financial Instruments’.

Trade and other payables

Financial liabilities included in Trade and other

payables are recognised initially at fair value.

Subsequent to initial recognition they are

measured at amortised cost using the effective

interest method. Contingent consideration

payables are held at fair value within Level 3 of

the fair value hierarchy as defined in Note 13.

Financial instruments

The Group’s financial instruments include

Lease liabilities, Trade and other receivables

and payables, liabilities for contingent

consideration under business combinations,

and rights and obligations under employee

benefit plans which are dealt with in specific

accounting policies.

The Group’s other financial instruments include:

i) Cash and cash equivalents

Cash and cash equivalents comprise cash in

hand, current balances with banks and similar

institutions, and highly liquid investments

with maturities of three months or less when

acquired. They are readily convertible into

known amounts of cash and are held at

amortised cost under the hold to collect

classification, where they meet the hold to

collect ‘solely payments of principal and

interest’ test criteria under IFRS 9 ‘Financial

Instruments’. Those not meeting these criteria

are held at fair value through profit or loss.

Cash and cash equivalents in the Consolidated

Statement of Cash Flows include unsecured

bank overdrafts at the balance sheet date

where balances often fluctuate between a

cash and overdraft position (such overdrafts

are included within current Interest-bearing

loans and borrowings in the Consolidated

Statement of Financial Position).

ii) Fixed deposits

Fixed deposits, principally comprising funds

held with banks and other financial institutions,

are initially measured at fair value, plus direct

transaction costs, and are subsequently

measured at amortised cost using the

effective interest method at each reporting

date. Changes in carrying value are

recognised in the Consolidated Statement

of Comprehensive Income.

iii) Other investments

Investments are classified as fair value through

profit or loss (FVPL), unless the Group makes

an irrevocable election at initial recognition

for certain non-current equity investments

to present changes in Other comprehensive

income (FVOCI). If this election is made, there

is no subsequent reclassification of fair value

gains and losses to profit and loss following

the derecognition of the investment.

iv) Bank and other borrowings

The Group uses derivatives, principally interest

rate swaps, to hedge the interest rate exposure

inherent in a portion of its fixed interest rate

debt. In such cases the Group will either

designate the debt as FVPL when certain

criteria are met or as the hedged item under

a fair value hedge.

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Annual Report & Form 20-F Information 2025

135

If the debt instrument is designated as FVPL,

the debt is initially measured at fair value

(with direct transaction costs being included

in profit and loss as an expense) and is

remeasured to fair value at each reporting

date with changes in carrying value being

recognised in profit and loss (along with

changes in the fair value of the related

derivative), with the exception of changes in

the fair value of the debt instrument relating

to own credit risk which are recorded in

Other comprehensive income in accordance

with IFRS 9 ‘Financial Instruments’. Such a

designation has been made where this

significantly reduces an accounting mismatch

which would result from recognising gains

and losses on different bases.

If the debt is designated as the hedged

item under a fair value hedge, the debt is

initially measured at fair value (with direct

transaction costs being amortised over the

life of the debt) and is remeasured for fair

value changes in respect of the hedged

risk at each reporting date with changes in

carrying value being recognised in profit

and loss (along with changes in the fair value

of the related derivative).

If the debt is designated in a cash flow hedge,

the debt is measured at amortised cost (with

gains or losses taken to profit and loss and

direct transaction costs being amortised over

the life of the debt). The related derivative is

remeasured for fair value changes at each

reporting date with the portion of the gain or

loss on the derivative that is determined to

be an effective hedge recognised in Other

comprehensive income. The amounts that

have been recognised in Other comprehensive

income are reclassified to profit and loss in

the same period that the hedged forecast

cash flows affect profit. The reclassification

adjustment is included in Finance expense

in the Consolidated Statement of

Comprehensive Income.

Other interest-bearing loans are initially

measured at fair value (with direct transaction

costs being amortised over the life of the loan)

and are subsequently measured at amortised

cost using the effective interest method at

each reporting date. Changes in carrying

value are recognised in the Consolidated

Statement of Comprehensive Income.

v) Derivatives

Derivatives are initially measured at fair value

(with direct transaction costs being included

in profit and loss as an expense) and are

subsequently remeasured to fair value at each

reporting date. Changes in carrying value

of derivatives not designated in hedging

relationships are recognised in profit and loss.

The Group has agreements with some bank

counterparties whereby the parties agree

to post cash collateral, for the benefit of the

other, equivalent to the market valuation

of all of the derivative positions above a

predetermined threshold. Cash collateral

received from counterparties is included

within current Interest-bearing loans and

borrowings within the Consolidated Statement

of Financial Position. Cash collateral pledged

to counterparties is recognised as a financial

asset and is included in current Other

investments within the Consolidated Statement

of Financial Position. Cash collateral received

is included in Movement in short-term

borrowings within financing activities in the

Consolidated Statement of Cash Flows. Cash

collateral paid is included in Movements in

short-term investments within investing

activities in the Consolidated Statement of

Cash Flows. The cash flow presentation

of cash paid and received follows the

Consolidated Statement of Financial Position

presentation of the financial asset and

financial liability that is recognised from

posting the collateral.

Foreign currencies

Foreign currency transactions, being

transactions denominated in a currency

other than an individual Group entity’s

functional currency, are translated into the

relevant functional currencies of individual

Group entities at average rates for the

relevant monthly accounting periods, which

approximate to actual rates.

Monetary assets and liabilities arising from

foreign currency transactions are retranslated

at exchange rates prevailing at the reporting

date. Exchange gains and losses on loans and

on short-term foreign currency borrowings

and deposits are included within Finance

expense. Exchange differences on all other

foreign currency transactions are recognised

in Operating profit in the individual Group

entity’s accounting records.

Non-monetary items arising from foreign

currency transactions are not retranslated

in the individual Group entity’s

accounting records.

In the Consolidated Financial Statements,

income and expense items for Group entities

with a functional currency other than US

dollars are translated into US dollars at average

exchange rates, which approximate to actual

rates, for the relevant accounting periods.

Assets and liabilities are translated at the

US dollar exchange rates prevailing at the

reporting date. Exchange differences arising

on consolidation are recognised in Other

comprehensive income.

If certain criteria are met, non-US dollar-

denominated loans or derivatives are

designated as net investment hedges of

foreign operations. Exchange differences

arising on retranslation of net investments,

and of foreign currency loans which are

designated in an effective net investment

hedge relationship, are recognised in Other

comprehensive income in the Consolidated

Financial Statements. Foreign exchange

derivatives hedging net investments in

foreign operations are carried at fair value.

Effective fair value movements are recognised

in Other comprehensive income, with any

ineffectiveness taken to profit. Gains and

losses accumulated in the translation reserve

will be recycled to profit and loss when the

foreign operation is sold.

Provisions

Provisions are recognised when there is either

a legal or constructive present obligation as

a result of a past event, it is probable that

an outflow of economic resources will be

required to settle the obligation and a reliable

estimate can be made of the amount of the

obligation. If the effect of the time value of

money is material, provisions are discounted

at the relevant pre-tax discount rate. Where

provisions are discounted, the increase in

the provision resulting from the passage of

time is recognised as a finance cost.

Litigation and environmental liabilities

AstraZeneca is involved in legal disputes,

the settlement of which may involve cost to

the Group. A provision is made where an

adverse outcome is probable and associated

costs, including related legal costs, can be

estimated reliably. Determining the timing of

recognition of when an adverse outcome is

probable is considered a Key Judgement,

refer to Note 30 to the Financial Statements

on page 181.

Where it is considered that the Group is more

likely than not to prevail, or in the extremely

rare circumstances where the amount of the

legal liability cannot be estimated reliably,

legal costs involved in defending the claim are

charged to the Consolidated Statement of

Comprehensive Income as they are incurred.

Where it is considered that the Group has

a valid contract which provides the right

to reimbursement (from insurance or

otherwise) of legal costs and/or all or part

of any loss incurred or for which a provision

has been established, the amount expected

to be received is recognised as an asset only

when it is virtually certain.

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Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

136

AstraZeneca is exposed to environmental

liabilities relating to its past operations,

principally in respect of soil and groundwater

remediation costs. Provisions for these costs

are made when there is a present obligation

and where it is probable that expenditure on

remedial work will be required and a reliable

estimate can be made of the cost.

Restructuring

Restructuring costs are incurred in

programmes that are planned and controlled

by the Group which materially change either

the scope of a business undertaken by the

Group, or the manner in which that business

is conducted.

A provision for restructuring costs is

recognised when a detailed formal plan is in

place and has either been announced to those

affected or has started to be implemented.

The general recognition criteria for provisions

must also be met, as described in the

Provisions policy.

Impairment

The carrying values of non-financial assets,

other than Inventories and Deferred tax assets,

are reviewed at least annually for indicators

of impairment. For Goodwill, Intangible assets

in development and any other assets where

such indication exists, the asset’s recoverable

amount is estimated based on the greater of

its value in use and its fair value less cost to

sell. In assessing the recoverable amount, the

estimated future cash flows, adjusted for the

risks associated with the probability of success

specific to each asset, as well as inflationary

impacts, are discounted to their present value

using a nominal discount rate that reflects

current market assessments of the time

value of money, the general risks affecting

the pharmaceutical industry and other risks

specific to each asset. For the purpose of

impairment testing, assets are grouped

together into the smallest group of assets

that generates cash inflows from continuing

use that are largely independent of the cash

flows of other assets. Impairment losses are

recognised immediately in the Consolidated

Statement of Comprehensive Income.

Applicable accounting standards

and interpretations issued but not

yet adopted

At the date of authorisation of these Financial

Statements, certain new accounting standards

and amendments were in issue relating to

the following standards and interpretations

but not yet adopted by the Group:

•

IFRS 18 ‘Presentation and Disclosure

in Financial Statements’ is effective for

accounting periods beginning on or after

1 January 2027 and will replace IAS 1

‘Presentation of Financial Statements’.

IFRS 18 sets out new presentation

requirements for the Statement of

Comprehensive Income, as well as more

stringent and additional requirements

on the aggregation, disaggregation and

categorisation of income and expenses

within the Statement of Comprehensive

Income. Additionally, alternative

performance measures included within the

Annual Report which meet the definition

of Management-defined Performance

Measures are required to be disclosed

within the Notes to the Financial Statements.

IFRS 18 was endorsed by the UKEB on

10 December 2025.

•

The Group continues to advance with

the implementation of IFRS 18 and is well

progressed with the adoption impact

assessment. The Group is not seeking to

early adopt this new standard. However, as

a means of illustrating the impact of IFRS 18

on the presentation of the Group’s results

for the year ended 31 December 2025,

the currently expected IFRS 18 adoption

impacts for 2025 are shown in Note 1 to the

Financial Statements. The Group continues

to monitor IFRS 18 implementation

guidance in advance of adoption for the

accounting year beginning 1 January 2027.

In addition, the following amendments were

issued but not yet adopted:

•

amendments to IFRS 9 ‘Financial

Instruments’ and IFRS 7 ‘Financial

Instruments: Disclosures’, effective for

periods beginning on or after 1 January

2026 – endorsed by the UKEB on 15 April

2025 and 23 July 2025.

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Annual Report & Form 20-F Information 2025

137

Notes to the Group Financial Statements

1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’

IFRS 18 ‘Presentation and Disclosure in Financial Statements’ is effective for accounting periods beginning on or after 1 January 2027 and will

replace IAS 1 ‘Presentation of Financial Statements’. There are also consequential amendments to IAS 7 ‘Cash Flows’, IAS 8 ‘Accounting Policies,

Changes in Accounting Estimates and Errors’, IAS 33 ‘Earnings per Share’ and IAS 34 ‘Interim Financial Reporting’, also effective for accounting

periods beginning on or after 1 January 2027. The Group is well progressed with the impact assessment of the adoption of this new standard,

with the expected impact for the year ended 31 December 2025 detailed below.

The Group will apply IFRS 18 retrospectively, in accordance with IAS 8. The Group has not elected to utilise the option to change the measurement

of eligible investments in associates and joint ventures from the equity method to fair value through profit or loss at the date of transition.

The new standard introduces new requirements for the presentation, classification and disclosure of financial statement line items. The

requirements were introduced to help achieve comparability of the financial performance of similar entities and provide more relevant information

and transparency to users. The key changes include the requirement to classify all income and expense into one of five categories; operating,

investing, financing, taxation and discontinued operations, and introduces new mandated subtotals within the Consolidated Statement of

Comprehensive Income, including Operating profit, Profit before financing and income tax and Profit for the period. In addition, details of

management-defined performance measures (‘MPMs’) will now be disclosed as well as further detailed disclosure related to operating

expense by nature. The new standard also offers enhanced guidance on aggregation and disaggregation of financial information.

Although the adoption of IFRS 18 will have no impact on the Group’s Profit for the period or Total Revenue, the Group expects that grouping items

of income and expense in the Consolidated Statement of Profit or Loss into the new categories will impact how Operating profit is reported.

The Group does not have a specified main business activity as defined in IFRS 18.

Reconciliation of the Consolidated Statement of Profit or Loss – Illustrative under IFRS 18 for the year ended 31 December 2025


	Existing		Adjusted for
	IAS 1	Transition	IFRS 18
	2025	adjustments	2025
IAS 1 presentation	$m	$m	$m	Expected IFRS 18 presentation
– Product Sales	55,573	–	55,573	– Product Sales
– Alliance Revenue	3,067	–	3,067	– Alliance Revenue
Product Revenue	58,640	–	58,640	Product Revenue
Collaboration Revenue	99	–	99	Collaboration Revenue
Total Revenue	58,739	–	58,739	Total Revenue
Cost of sales	(10,633)	9	(10,624)	Cost of sales
Gross profit	48,106	9	48,115	Gross profit
Distribution expense	(579)	–	(579)	Distribution expense
Research and development expense	(14,232)	–	(14,232)	Research and development expense
		(12,529)	(12,529)	Selling and marketing expense
Selling, general and administrative expense	(19,933)	12,529	(7,404)	General and administrative expense
Other operating income and expense	381	13	394	Other operating income and expense
Operating profit	13,743	22	13,765	Operating profit
		343	343	Investing income
		(7)	(7)	Share of after tax losses in associates and joint ventures
		14,101	14,101	Profit before financing and income tax
Finance income	360	(360)
Finance expense	(1,694)	(5)	(1,699)	Finance expense
Share of after tax losses in associates and joint ventures	(7)	7
Profit before tax	12,402	–	12,402	Profit before tax
Taxation	(2,169)	–	(2,169)	Taxation
Profit for the period	10,233	–	10,233	Profit for the period

Explanation of the adjustments due to IFRS 18

Share of after tax losses in associates and joint ventures will be presented within the investing category of the Consolidated Statement of

Comprehensive Income, within the new subtotal of Profit or loss before financing and income tax which totals an expected $14,101m in 2025.

Returns on deposits and equity securities, and interest income on tax balances, previously reported within Finance income will be reclassified

under IFRS 18 to Investing income, totalling an expected $360m in 2025.

Notes to the Group Financial Statements

continued

1 IFRS 18 ‘Presentation and Disclosure in Financial Statements’

continued

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AstraZeneca

Annual Report & Form 20-F Information 2025

138

Foreign exchange differences on cash and short-term deposits, previously included within Finance income and Finance expense, will be

classified within the investing category under IFRS 18, expected to result in a reduction to Finance expense and a decrease in Investing

income of $17m in 2025.

Gains and losses on certain designated hedges, previously included within Finance income and Finance expense, will be classified within the

operating category under IFRS 18, resulting in an expected reduction to Finance expense and an increase in Other operating income and

expense of $13m in 2025.

Under IFRS 18, Selling, general and administrative expense ($19,933m in 2025) will be disaggregated into Selling and marketing expense

($12,529m in 2025) and General and administrative expense ($7,404m in 2025

Consolidated Statement of Cash Flows

The Consolidated Statement of Cash Flows under the amended IAS 7 requirements will start with Operating profit ($13,765m for 2025 under

IFRS 18), rather than the previous starting point of Profit before tax ($12,402m in 2025 under IAS 1), removing the need to add back Finance

income and expense ($1,334m in 2025) and Share of after tax losses of associates and joint ventures ($7m in 2025

). In addition, Interest paid

($1,316m in 2025) will be reclassified to Cash flows from financing activities under IFRS 18, previously classified within Cash flows from

operating activities.

Operating expenses by nature

The Group currently presents expenses in the Consolidated Statement of Comprehensive Income by function. While IFRS 18 continues to permit

this presentation, it introduces additional disclosure requirements in the Notes to the Financial Statements. The following table presents 2025

operating expenses split by nature according to the requirements of IFRS 18.


			Net impairment	Employee	Net inventory
	Depreciation	Amortisation	charges	benefits	write-downs
	$m	$m	$m	$m	$m
Total amount related to:
Cost of sales	404	86	3	1,633	314
Distribution expense	6	–	–	43	–
Research and development expense	456	47	214	4,879	–
Selling and marketing expense	210	9	–	6,346	–
General and administrative expense	205	4,064	26	1,759	–
Other operating income and expense	2	1	–	78	–
Total amount relating to operating category	1,283	4,207	243	14,738	314

The amounts disclosed are those expensed during the year, except for depreciation and employee benefits which include amounts capitalised

to inventory and software development costs.

Management-defined performance measures (MPMs)

The Group has identified Core Gross profit ($48,039m in 2025 under IFRS 18), Core Operating profit ($18,500m in 2025 under IFRS 18

) and

Core Profit attributable to owners of the Parent (numerator of core basic earnings per share, $14,201m in 2025 under IFRS 18) as MPMs used

in its public communications to communicate management’s view of an aspect of the operating performance of the Group as a whole. These

measures are not specifically required to be presented or disclosed by IFRS, which means they may not be directly comparable with similarly

labelled or described measures by other entities.

The reported IFRS results are adjusted to exclude certain significant items. In determining the adjustments to arrive at the Core result, we use

a set of established principles relating to the nature or materiality of individual items or groups of items, excluding, for example, events which

are (i) outside the normal course of business, (ii) incurred in a pattern that is unrelated to the trends in the underlying financial performance

of our ongoing business, or (iii) related to major acquisitions, to ensure that investors’ ability to evaluate and analyse the underlying financial

performance of our ongoing business is enhanced. Group management believes that these adjusted measures offer a relevant alternative

perspective on the Group’s underlying operating performance by excluding the effects of the above mentioned items that are not indicative

of the ongoing business activities. Group management considers this useful for understanding profitability trends and for evaluating the

Group’s ability to generate sustainable earnings from its core operations.

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Annual Report & Form 20-F Information 2025

139

Our Core adjustments are summarised as:

Restructuring costs

, including charges and provisions related to our global restructuring programmes on our capitalised manufacturing facilities

and IT assets. These can take place over multiple reporting periods, given the long life-cycle of our business.

Why we use them:

We adjust for these charges and provisions because they primarily reflect the financial impact of change to legacy

arrangements, rather than the underlying performance of our ongoing business.

Intangible amortisation and impairments

, including impairment reversals but excluding any charges relating to IT assets. Intangibles generally

arise from business combinations and individual licence acquisitions.

Why we use them:

We adjust for these charges because their pattern of recognition is largely uncorrelated with the underlying performance

of the business.

Other specified items

, principally comprise acquisition-related costs and credits, which include the imputed finance charges and fair value

movements relating to contingent consideration on business combinations, imputed finance charges and remeasurement adjustments on certain

Other payables arising from intangible asset acquisitions, remeasurement adjustments relating to Other payables and debt items assumed

from the Alexion acquisition and legal settlements.

Why we use them:

We adjust for these items to enable a more meaningful comparison of the performance of acquired businesses and products

to that of internally developed products, as well as removing charges whose pattern of recognition is largely uncorrelated to the underlying

performance of the business. It should be noted that some costs excluded from our Core results, such as intangible amortisation and finance

charges related to contingent consideration, will recur in future years, and other excluded items such as impairments and legal settlement costs,

along with other acquisition-related costs, may recur in the future.

Limitations:

Core results exclude significant costs (such as restructuring, intangible amortisation and impairments, and other acquisition-related

adjustments), but incorporate associated benefits, including Product Sales arising from business combinations, asset acquisitions and assets

which have been amortised, as well as the benefits resulting from restructuring activities and, as such, they should not be regarded as a complete

picture of the Group’s financial performance, which is presented in its Reported results. The exclusion of the adjusting items may result in

Core earnings being materially higher or lower than Reported earnings.

2025 Reconciliation of Expected Reported (IFRS 18) results to Expected Core (IFRS 18) results


	2025
	Expected		Intangible		2025
	Reported	Restructuring	amortisation		Expected Core
	(IFRS 18)	costs	and impairments	Other	(IFRS 18)
	$m	$m	$m	$m	$m
Gross profit	48,115	(138)	32	30	48,039
Income tax 1		18	(3)	(5)
Profit attributable to non-controlling interests		–	–	–
Distribution expense	(579)	–	–	–	(579)
Research and development expense	(14,232)	171	236	3	(13,822)
Selling and marketing expense	(12,529)	40	–	1	(12,488)
General and administrative expense	(7,404)	169	4,059	130	(3,046)
Other operating income and expense	394	(5)	–	7	396
Operating profit	13,765	237	4,327	171	18,500
Income tax 1		(68)	(825)	(58)
Profit attributable to non-controlling interests		–	–	–
Net investing	336	–	–	–	336
Profit before financing and income tax	14,101	237	4,327	171	18,836
Finance expense	(1,699)	–	–	242	(1,457)
Taxation	(2,169)	(68)	(825)	(108)	(3,170)
Profit for the period	10,233	169	3,502	305	14,209
Profit attributable to non-controlling interests	(8)	–	–	–	(8)
Profit attributable to owners of the Parent	10,225	169	3,502	305	14,201
Income tax 1		(68)	(825)	(108)
Profit attributable to non-controlling interests		–	–	–
Basic earnings per $0.25 Ordinary Share	$6.60	$0.11	$2.26	$0.19	$9.16

The income tax effect for each adjusting item is calculated at the statutory tax rate applicable to that item in the relevant jurisdiction.

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AstraZeneca

Annual Report & Form 20-F Information 2025

140

Notes to the Group Financial Statements

continued

2 Revenue

Product Sales


					2025					2024					2023
		Emerging		Rest of			Emerging		Rest of			Emerging		Rest of
	US	Markets	Europe	World	Total	US	Markets	Europe	World	Total	US	Markets	Europe	World	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m	$m
Oncology:
Tagrisso	3,064	1,971	1,423	796	7,254	2,763	1,755	1,301	761	6,580	2,276	1,621	1,120	782	5,799
Imfinzi	3,509	640	1,239	675	6,063	2,603	479	948	687	4,717	2,171	355	742	751	4,019
Calquence	2,339	233	784	162	3,518	2,190	153	656	130	3,129	1,815	98	493	108	2,514
Lynparza	1,434	669	914	262	3,279	1,332	655	832	253	3,072	1,254	542	734	281	2,811
Enhertu	–	668	207	102	977	–	350	126	69	545	–	169	60	32	261
Zoladex	19	842	157	88	1,106	16	795	148	99	1,058	14	687	133	118	952
Truqap	586	23	85	34	728	408	2	12	8	430	6	–	–	–	6
Imjudo	227	22	52	45	346	180	16	36	49	281	146	5	16	51	218
Datroway	–	2	–	–	2	–	–	–	–	–	–	–	–	–	–
Others	9	280	19	117	425	18	297	23	125	463	37	351	34	143	565
	11,187	5,350	4,880	2,281	23,698	9,510	4,502	4,082	2,181	20,275	7,719	3,828	3,332	2,266	17,145
Cardiovascular, Renal & Metabolism:
Farxiga	1,730	3,324	2,941	405	8,400	1,750	2,853	2,634	419	7,656	1,451	2,211	1,881	420	5,963
Crestor	45	1,041	1	129	1,216	46	934	37	136	1,153	55	862	52	138	1,107
Brilinta	393	273	147	10	823	751	294	268	20	1,333	744	285	271	24	1,324
Lokelma	301	129	129	139	698	256	86	92	108	542	214	50	58	90	412
Seloken	–	586	18	3	607	–	589	13	3	605	1	621	11	7	640
Roxadustat	–	274	–	–	274	–	331	–	–	331	–	271	–	–	271
Wainua	204	4	4	–	212	85	–	–	–	85	–	–	–	–	–
Others	49	262	158	65	534	187	252	226	78	743	287	286	230	65	868
	2,722	5,893	3,398	751	12,764	3,075	5,339	3,270	764	12,448	2,752	4,586	2,503	744	10,585
Respiratory & Immunology:
Symbicort	1,193	801	560	331	2,885	1,187	805	559	328	2,879	726	753	549	334	2,362
Fasenra	1,195	117	482	187	1,981	1,049	92	404	144	1,689	992	64	355	142	1,553
Breztri	614	298	191	96	1,199	516	245	143	74	978	383	161	81	52	677
Tezspire	–	40	297	121	458	–	11	156	81	248	–	1	48	37	86
Saphnelo	596	16	49	25	686	425	7	26	16	474	260	2	8	10	280
Pulmicort	5	414	63	36	518	6	568	71	37	682	28	575	68	42	713
Airsupra	162	4	–	–	166	66	–	–	–	66	2	–	–	–	2
Others	75	133	59	7	274	167	169	57	7	400	156	215	55	8	434
	3,840	1,823	1,701	803	8,167	3,416	1,897	1,416	687	7,416	2,547	1,771	1,164	625	6,107
Vaccines & Immune Therapies:
Beyfortus	184	–	94	3	281	232	–	84	2	318	87	–	19	–	106
Synagis	(3)	214	50	31	292	(8)	210	116	129	447	(1)	195	175	177	546
FluMist	28	5	210	29	272	28	1	204	25	258	23	1	188	4	216
Others	–	1	–	–	1	28	2	5	–	35	–	16	14	114	144
	209	220	354	63	846	280	213	409	156	1,058	109	212	396	295	1,012
Rare Disease:
Ultomiris	2,667	261	1,053	737	4,718	2,261	141	884	638	3,924	1,750	71	668	476	2,965
Soliris	1,092	405	200	140	1,837	1,523	443	416	206	2,588	1,734	424	670	317	3,145
Strensiq	1,332	104	123	119	1,678	1,167	54	99	96	1,416	937	40	89	86	1,152
Koselugo	219	228	161	54	662	212	177	103	39	531	195	59	53	24	331
Others	113	40	67	11	231	100	34	66	9	209	85	29	49	8	171
	5,423	1,038	1,604	1,061	9,126	5,263	849	1,568	988	8,668	4,701	623	1,529	911	7,764
Other:
Nexium	67	611	50	88	816	96	591	60	120	867	115	578	53	199	945
Others	(4)	121	34	5	156	15	144	43	4	206	18	153	52	8	231
	63	732	84	93	972	111	735	103	124	1,073	133	731	105	207	1,176
Product Sales	23,444	15,056	12,021	5,052	55,573	21,655	13,535	10,848	4,900	50,938	17,961	11,751	9,029	5,048	43,789

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141

Rebates and chargebacks in the US

The major market where estimates are seen as significant is the US. When invoicing Product Sales in the US, we estimate the rebates and

chargebacks we expect to pay and we consider there to be a significant estimate associated with the rebates for Managed Care, Medicaid and

Medicare Part D. The total adjustment in respect of prior year net US Product Sales in 2025 was 0.7% (2024: 0.6%; 2023: 1.0%); this represents

the difference between our prior year estimates for rebates and chargebacks against actual amounts paid for the US business. The most

significant of these relate to the Medicaid and state programmes with an adjustment in respect of prior year net US Product Sales in 2025 of 0.2%

(2024: 0.1%; 2023: 0.3%) and Managed Care and Medicare of 0.4% (2024: 0.6%; 2023: 0.5%

The adjustment in respect of the prior year net US Product Sales, excluding the Rare Disease therapy area in 2025, was 0.9% (2024: 0.8%;

2023: 1.4%), with Medicaid and state programmes of 0.2% (2024: 0.1%; 2023: 0.4%

) and Managed Care and Medicare of 0.5% (2024: 0.7%;

2023: 0.7%).

These values demonstrate the level of sensitivity; further meaningful sensitivity is not able to be provided due to the large volume of variables

that contribute to the overall rebates, chargebacks, returns and other revenue accruals. These variables include assumptions in respect of

aggregate future sales levels, segment mix and customers’ contractual performance, and in addition for Managed Care, US Medicaid and

Medicare Part D, the channel inventory levels, and assumptions related to lag time. These assumptions are built up on a product-by-product and

customer-by-customer basis, taking into account specific contract provisions coupled with expected performance, and are then aggregated

into a weighted average rebate accrual rate for each of our products. Accrual rates are reviewed and adjusted on an as-needed basis. There may

be further adjustments when actual rebates are invoiced based on utilisation information submitted to AstraZeneca (in the case of contractual

rebates) and claims/invoices are received (in the case of regulatory rebates and chargebacks).

Alliance Revenue


	2025	2024	2023
	$m	$m	$m
Enhertu	1,798	1,437	1,022
Tezspire	673	436	259
Beyfortus	422	237	57
Datroway	77	–	–
Other royalty income	92	91	81
Other Alliance Revenue	5	11	9
	3,067	2,212	1,428

Collaboration Revenue


	2025	2024	2023
	$m	$m	$m
Farxiga : sales milestones	87	56	29
Lynparza : sales milestone	–	600	–
Beyfortus : sales milestones	–	167	27
Koselugo : sales milestone	–	100	–
Lynparza : regulatory milestones	–	–	245
COVID-19 mAbs: licence fees	–	–	180
Beyfortus : regulatory milestones	–	–	71
tralokinumab: sales milestones	–	–	20
Other Collaboration Revenue	12	–	22
	99	923	594

3 Operating proﬁt

Operating profit includes the following significant items:

Cost of sales

In 2025, Cost of sales includes a charge of $25m (2024: $nil; 2023: $114m) in relation to the release, in line with sales, of fair value uplift to

inventory that was recognised under IFRS 3 ‘Business Combinations’.

Selling, general and administrative expense

In 2025, Selling, general and administrative expense includes a credit of $44m (2024: charge of $260m; 2023: charge of $520m) resulting from

changes in the fair value of contingent consideration arising from the acquisition of the diabetes alliance from Bristol-Myers Squibb Company

(BMS). These adjustments reflect revised estimates for future sales performance for the products acquired and, as a result, revised estimates

for future royalties payable.

In 2025, Selling, general and administrative expense also includes a charge of $218m (2024: $48m; 2023: $1,013m) relating to a number of legal

proceedings, including settlements in various jurisdictions in relation to several marketed products (see Note 30).

Research and development expense: Government grants

During the year $nil (2024: $nil; 2023: $74m) of government grants were recognised within Research and development expense relating

Vaxzevria

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Annual Report & Form 20-F Information 2025

142

Notes to the Group Financial Statements

continued

3 Operating proﬁt

continued

Depreciation, impairment, amortisation and provision charges

The following items have been included in Operating profit:


	2025	2024	2023
	$m	$m	$m
Depreciation of Property, plant and equipment (Note 8)	879	799	733
Impairment of Property, plant and equipment (Note 8)	13	42	8
Depreciation of Right-of-use assets (Note 9)	404	343	275
Impairment of Right-of-use assets (Note 9)	–	7	14
Amortisation of Intangible assets (Note 11)	4,207	3,923	3,926
Net impairment of Intangible assets (Note 11)	230	1,574	434
Net charges to Provisions, net of reversals (Note 21)	541	513	1,313

Other operating income and expense


	2025	2024	2023
	$m	$m	$m
Royalty income	160	103	107
Gains on disposal of Intangible assets	168	64	251
Net (losses)/gains on disposal of other non-current assets	(14)	(4)	41
Update to the contractual relationships for Beyfortus	–	–	712
Other income 1	201	210	393
Other expense	(134)	(121)	(164)
Other operating income and expense	381	252	1,340

Other income in 2025 includes $nil of income from Allergan Plc. in respect of the development of brazikumab (2024: $nil; 2023: $75m).

Gains on disposal of intangible assets in 2023 includes $241m on disposal of commercial rights to

Pulmicort

Flexhaler to Cheplapharm

Arzneimittel GmbH in the US.

As part of the total consideration received in respect of the agreement to sell US rights to

Synagis

in 2019, $400m in total was received

related to the rights to participate in the future cash flows from the US profits or losses for

Beyfortus

, with $190m cash inflows in 2023 primarily

relating to a cash receipt from Swedish Orphan Biovitrum AB (Sobi) following achievement of a regulatory milestone. All associated cash

flows have been presented within investing activities as the Group has received the cash in exchange for agreeing to transfer future cash

flows relating to an intangible asset. In 2023, the contractual relationship between AstraZeneca and Sobi relating to future sales of

Beyfortus

in the US was replaced by a royalty relationship between Sanofi Pasteur, Inc. and Sobi. As a result, in 2023 the Profit Participation Liability

was extinguished and derecognised from the Consolidated Statement of Financial Position, with a gain of $712m recorded in Other operating

income and expense.

Restructuring costs

In conjunction with the acquisition of Alexion in 2021, the enlarged Group initiated the Post Alexion Acquisition Group Review (PAAGR); a global

restructuring programme aimed at integrating systems, structure and processes, optimising the global footprint and prioritising resource

allocations and investments. During 2023, the Group identified all remaining activities and finalised the scope of the programme. During 2024,

the Group undertook a further assessment of those planned activities. This included the commencement of work on the planned upgrade of

the Group’s Enterprise Resource Planning IT systems (Axial Project), which is expected to be substantially complete by the end of 2030. The

Group has also continued to progress other legacy restructuring programmes.

During 2025, the Group has incurred $237m of restructuring costs, of which $232m resulted from activities that are part of the PAAGR, bringing

the cumulative charges under this programme to $3,414m. Costs in 2025 included a $138m credit to Cost of sales primarily due to the reversal

of inventory and related product provisions related to

Andexxa

following the decision to cease promotional activities, $209m expense within

Selling, general and administrative expense in relation to severance, HR, Finance, IT and other integration costs and $171m expense within

Research and development expense in relation to severance as well as the transformation of clinical, regulatory and other R&D data and systems.

Total restructuring costs in 2025 includes a net impairment reversal to Property, plant and equipment of $3m (2024: charge of $43m; 2023

charge of $7m).

The tables below show the costs that have been charged in respect of restructuring programmes by cost category and type. Severance provisions

are detailed in Note 21.


	2025	2024	2023
	$m	$m	$m
Cost of sales	(138)	569	109
Research and development expense	171	275	212
Selling, general and administrative expense	209	312	207
Other operating income and expense	(5)	(2)	(61)
Total charge	237	1,154	467

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143


	2025	2024	2023
	$m	$m	$m
Severance costs	100	213	57
Accelerated depreciation and impairment charges	11	64	68
Other 1	126	877	342
Total charge	237	1,154	467

Other costs are those incurred in designing and implementing the Group’s various restructuring initiatives. In 2024, Other costs included $480m for inventory and related product provisions

related to

Andexxa

following the decision to cease promotional activities which were partly reversed in 2025 following revised sales forecasts. In 2025, Other costs include the costs of

integrating systems, structure and processes as part of the PAAGR, costs relating to the Alexion acquisition, internal project costs and external service fees.

Financial instruments

Included within Operating profit are the following net gains and losses on financial instruments:


	2025	2024	2023
	$m	$m	$m
Gains/(losses) on forward foreign exchange contracts	190	(81)	42
Losses on receivables and payables	(190)	(143)	(260)
Total	–	(224)	(218)

4 Finance income and expense


	2025	2024	2023
	$m	$m	$m
Finance income
Returns on deposits and equity securities	280	339	291
Fair value gains on debt and interest rate swaps	–	113	43
Interest income on income tax balances	80	6	10
Total	360	458	344
Finance expense
Interest on debt, leases and other financing costs	(1,335)	(1,391)	(1,132)
Net interest on post-employment defined benefit plan net liabilities (Note 22)	(51)	(50)	(38)
Net exchange losses	(31)	(42)	(34)
Discount unwind on contingent consideration arising from business combinations (Note 20)	(60)	(113)	(132)
Discount unwind on other long-term liabilities 1	(138)	(116)	(200)
Fair value losses on debt and interest rate swaps	(49)	(18)	(3)
Interest expense on income tax balances	(30)	(12)	(87)
Total	(1,694)	(1,742)	(1,626)
Net finance expense	(1,334)	(1,284)	(1,282)

Included within Discount unwind on other long-term liabilities is $nil relating to the Acerta Pharma B.V. (Acerta Pharma) share purchase liability (2024: $nil; 2023: $55m) and the discount

unwind of other payables of $116m (2024: $91m; 2023: $100m) that have arisen from intangible asset additions, see Note 20 for further details.

There was no interest capitalised during the year.

Financial instruments

Included within Finance income and expense are the following net gains and losses on financial instruments:


	2025	2024	2023
	$m	$m	$m
Interest and fair value adjustments in respect of debt designated at fair value through profit or loss, net of derivatives	(46)	107	13
Interest and changes in carrying values of debt designated as hedged items in fair value hedges, net of derivatives	(76)	(38)	–
Interest and fair value changes on fixed and short-term deposits, equity securities, other derivatives and tax balances	314	306	177
Interest on debt, commercial paper, overdrafts and lease liabilities held at amortised cost	(1,177)	(1,251)	(1,004)

The Group held derivatives that economically hedged a debt instrument designated at fair value through profit or loss. Both the derivatives and

debt instrument matured in 2023. The Interest and fair value adjustments in respect of debt designated at fair value through profit or loss, net

of derivatives, includes the following amounts related to these matured instruments: derivatives $nil (2024

: $nil; 2023

: loss of $1m) and debt

$nil (2024: $nil; 2023

: gain of $7m).

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Annual Report & Form 20-F Information 2025

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Notes to the Group Financial Statements

continued

5 Taxation

Taxation charge/(credit) recognised in the Consolidated Statement of Comprehensive Income is as follows:


	2025	2024	2023
	$m	$m	$m
Current tax
Current year	2,199	2,314	2,417
Pillar Two income tax charge	194	238	–
Adjustment to prior years	(60)	(107)	28
Total	2,333	2,445	2,445
Deferred tax
Origination and reversal of temporary differences	(117)	(818)	(1,473)
Adjustment to prior years	(47)	23	(34)
Total	(164)	(795)	(1,507)
Taxation charge recognised in the profit for the year	2,169	1,650	938

Taxation (charge)/credit recognised in Other comprehensive income is as follows:


	2025	2024	2023
	$m	$m	$m
Current and deferred tax
Items that will not be reclassified to profit and loss:
Remeasurement of the defined benefit liability	(69)	(23)	102
Equity investments measured at fair value through Other comprehensive income	(25)	(20)	(1)
Total	(94)	(43)	101
Items that may be reclassified subsequently to profit and loss:
Foreign exchange arising on designated liabilities in net investment hedges	(66)	28	(24)
Fair value movement on cash flow hedges	16	(3)	12
Total	(50)	25	(12)
Taxation (charge)/credit recognised in Other comprehensive income	(144)	(18)	89

The reported tax rate in the year was 18%.

Taxation has been provided at current rates on the profits earned for the years covered by the Group Financial Statements.

Factors affecting future tax charges

As a group with worldwide operations, AstraZeneca is subject to several factors that may affect future tax charges, principally the levels and mix

of profitability in different jurisdictions, transfer pricing regulations, tax rates imposed and tax regime reforms.

Tax reconciliation to UK statutory rate

The table below reconciles the UK statutory tax charge to the Group’s total tax charge:


	2025	2024	2023
	$m	$m	$m
Profit before tax	12,402	8,691	6,899
Notional taxation charge at UK corporation tax rate of 25% (2024: 25%; 2023: 23.5%)	3,101	2,173	1,621
Differences in effective overseas tax rates	(168)	(60)	(224)
Deferred tax credit relating to change in tax rates 1	(23)	(24)	(66)
Unrecognised deferred tax asset 2	86	104	341
Items not deductible for tax purposes	101	64	46
Intellectual Property incentive regimes 3	(655)	(561)	(367)
Pillar Two income taxes	194	238	–
Other items 4	(360)	(200)	(406)
Adjustments to prior periods	(107)	(84)	(7)
Total tax charge for the year	2,169	1,650	938

The 2023 item relates to the impact of the difference in the UK current and deferred tax rates during 2023.

This includes the non-recognition of deferred tax assets where it is not probable that there will be sufficient forecast future profits to utilise the assets.

The Group receives intellectual property incentives in certain jurisdictions.

Other items in 2025 includes the release of tax provisions due to updates to estimates of prior period tax liabilities following settlements with tax authorities and the expiry of the relevant

statute of limitations, and the impact of internal transfers of assets. Other items in 2024 includes a net credit following internal transfers of assets. Other items in 2023 include a favourable

adjustment of $828m to deferred taxes arising from a UK company undertaking an intragroup purchase of certain intellectual property offset by a charge of $422m mainly relating to

updates to tax liabilities following progress of reviews by tax authorities, administrative appeal processes and adjustments arising on expiry of the relevant statute of limitations (see

Note 30 for more details).

AstraZeneca is domiciled in the UK but operates in other countries where the tax rates and laws are different to those in the UK. The impact on

differences in effective overseas tax rates on the Group’s overall tax charge is noted above.

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145

Current tax

Current income tax balances on the Statement of Financial Position as at 31 December are as follows:


	2025	2024
	$m	$m
Non-current income tax receivable	1,391	–
Current income tax receivable	1,158	1,859
Total income tax receivable	2,549	1,859
Current income tax payable	(1,084)	(1,406)
Non-current income tax payable	(700)	(238)
Total income tax payable	(1,784)	(1,644)
Net income tax receivable	765	215

Management assesses at each balance sheet date whether income tax receivables and payables will be realisable within 12 months. Amounts

expected to be realisable after 12 months are reflected as non-current income tax receivables and payables.

Deferred tax

The total movement in the net deferred tax balance in the year was $277m. The movements are as follows:


	Intangibles,	Elimination of		Losses and
	Property, plant	unrealised profit	Untaxed	tax credits	Accrued
	and equipment	on inventory	reserves 1	carried forward	expenses	Other	Total
	$m	$m	$m	$m	$m	$m	$m
Net deferred tax balance at 1 January 2024	(2,491)	2,386	(660)	1,106	889	644	1,874
Income statement	803	238	(186)	36	74	(170)	795
Other comprehensive income	34	–	–	–	–	(42)	(8)
Equity	–	–	–	–	–	(28)	(28)
Additions and disposals	(605)	–	–	127	2	(1)	(477)
Exchange	93	(152)	68	(70)	(40)	(13)	(114)
Net deferred tax balance at 31 December 2024	(2,166)	2,472	(778)	1,199	925	390	2,042
Income statement	33	45	(46)	87	52	(7)	164
Other comprehensive income	(32)	–	–	–	–	(59)	(91)
Equity	–	–	–	–	–	105	105
Exchange	(92)	162	(147)	105	46	25	99
Net deferred tax balance at 31 December 2025 2	(2,257) 3	2,679	(971)	1,391	1,023	454	2,319

Untaxed reserves relate to taxable profits where the tax liability is deferred to later periods.

The Group recognises deferred tax assets to the extent that there are either taxable temporary differences or that it is probable that sufficient future taxable profits will arise, against which

these deductible temporary differences can be utilised. The US includes a net deferred tax asset of $94m as at 31 December 2025 which includes tax losses and other deductible temporary

differences. The Group has performed an assessment of recovery of deferred tax assets and the Group has forecasted future taxable profits for relevant entities and considers that it is

probable that sufficient future taxable profits will arise against which these deductible temporary differences can be utilised within 10 years. In arriving at these forecasts, the Group has

reviewed the Group-level budgets and forecasts and the ability of relevant entities to generate future income from developing and commercialising products. Assessing the availability

of future taxable income to support recognition of deferred tax assets relies upon our Group forecasts and changes in these Group forecasts will impact the recoverability of deferred

tax assets. To the extent that there are neither taxable temporary differences nor sufficient taxable profits, no deferred tax asset is recognised and details of unrecognised deferred tax

assets are included in the table below.

Includes deferred tax assets of $178m on liabilities in respect of intangibles and $327m on lease liabilities in respect of right-of-use assets.

The net deferred tax balance, before the offset of balances within countries, consists of:


	Intangibles,	Elimination of		Losses and
	Property, plant	unrealised profit	Untaxed	tax credits	Accrued
	and equipment	on inventory	reserves	carried forward	expenses	Other	Total
	$m	$m	$m	$m	$m	$m	$m
Deferred tax assets at 31 December 2024	1,781	2,472	–	1,221	1,039	688	7,201
Deferred tax liabilities at 31 December 2024	(3,947)	–	(778)	(22)	(114)	(298)	(5,159)
Net deferred tax balance at 31 December 2024	(2,166)	2,472	(778)	1,199	925	390	2,042
Deferred tax assets at 31 December 2025	2,020	2,679	3	1,424	1,201	672	7,999
Deferred tax liabilities at 31 December 2025	(4,277)	–	(974)	(33)	(178)	(218)	(5,680)
Net deferred tax balance at 31 December 2025	(2,257)	2,679	(971)	1,391	1,023	454	2,319

Analysed in the Consolidated Statement of Financial Position, after offset of balances within countries, as follows:


	2025	2024
	$m	$m
Deferred tax assets	5,819	5,347
Deferred tax liabilities	(3,500)	(3,305)
Net deferred tax balance	2,319	2,042

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AstraZeneca

Annual Report & Form 20-F Information 2025

146

Notes to the Group Financial Statements

continued

5 Taxation

continued

Unrecognised deferred tax assets

Deferred tax assets (DTA) of $1,738m (2024: $1,523m) have not been recognised in respect of deductible temporary differences because it is

not probable that future taxable profit will be available against which the Group can utilise the benefits therefrom.


	2025	2025	2024	2024
	Temporary	Unrecognised	Temporary	Unrecognised
	differences	DTA	differences	DTA
	$m	$m	$m	$m
Temporary differences expiring:
Within 10 years	409	81	161	37
More than 10 years	152	32	217	46
Indefinite	4,460	885	3,883	816
	5,021	998	4,261	899
Tax credits and State tax losses expiring:
Within 10 years		137		162
More than 10 years		386		373
Indefinite		217		89
		740		624
Total		1,738		1,523

To the extent that dividends remitted from overseas subsidiaries, joint ventures and associates are expected to result in additional taxes, appropriate

amounts have been provided for. Unremitted earnings or differences in the carrying value and tax basis of investments may be liable to additional

taxes if distributed as dividends or on a liquidation event. Deferred tax is provided for such differences in relation to Group entities where

management is intending to remit earnings in the foreseeable future. The aggregate amount of gross temporary differences associated with

investments in subsidiaries, partnerships and branches for which deferred tax liabilities have not been recognised totalled approximately

$8,460m at 31 December 2025, $3,657m of which has a corresponding deductible temporary difference of the same gross value which is not

recognised as it is not probable of reversing in the foreseeable future but on which different tax rates apply.

6 Earnings per $0.25 Ordinary Share


	2025	2024	2023
Profit for the year attributable to equity holders ($m)	10,225	7,035	5,955
Basic earnings per Ordinary Share	$6.60	$4.54	$3.84
Diluted earnings per Ordinary Share	$6.54	$4.50	$3.81
Weighted average number of Ordinary Shares in issue for basic earnings (millions)	1,550	1,550	1,549
Dilutive impact of share incentive awards outstanding (millions)	12	13	13
Diluted weighted average number of Ordinary Shares in issue (millions)	1,562	1,563	1,562

The earnings figures used in the calculations above are post-tax. The weighted average number of Ordinary Shares in issue is calculated by

taking the number of Ordinary Shares outstanding each day weighted by the number of days that those shares were outstanding.

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7 Segment information

The Group has reviewed its assessment of reportable segments under IFRS 8 ‘Operating Segments’ and concluded that the Group continues

to have one reportable segment.

This determination is considered to be a Key Judgement and this judgement has been taken with reference to the following factors:

1 The level of integration across the different functions of the Group’s pharmaceutical business:

AstraZeneca is engaged in a single business activity of pharmaceuticals and the Group does not have multiple operating segments.

AstraZeneca’s pharmaceuticals business consists of the discovery and development of new products, which are then manufactured,

marketed and sold. All of these functional activities take place (and are managed) globally on a highly integrated basis. These individual

functional areas are not managed separately.

2 The identification of the Chief Operating Decision Maker (CODM) and the nature and extent of the financial information reviewed by

the CODM:

The SET, established and chaired by the CEO, is the vehicle through which the CEO exercises the authority delegated to him from the Board

for the management, development and performance of AstraZeneca as a whole. It is considered that the SET is AstraZeneca’s Chief Operating

Decision Making body (as defined by IFRS 8). The operation of the SET is principally driven by the management of the Commercial operations,

R&D, manufacturing and supply and enabling functions. All significant operating decisions are undertaken by the SET. While members of

the SET have responsibility for implementation of decisions in their respective areas, operating decision making is at SET level as a whole.

Where necessary, these are implemented through cross-functional sub-committees that consider the Group-wide impact of a new decision.

For example, product launch decisions would be initially considered by the SET and, on approval, passed to an appropriate sub team for

implementation. The ability of the enterprise to develop, produce, deliver and commercialise a wide range of pharmaceutical products are

central to the SET decision-making process.

In assessing performance, the SET reviews financial information on an integrated basis for the Group as a whole, substantially in the form of,

and on the same basis as, the Group’s IFRS Financial Statements. The high upfront cost of discovering and developing new products, coupled

with the relatively insignificant and stable unit cost of production, means that there is not the clear link that exists in many manufacturing

businesses between the revenue generated on an individual product sale and the associated cost and hence margin generated on a product.

Consequently, the profitability of individual drugs or classes of drugs is not considered a key measure of performance for the business and

is not monitored by the SET. The focus of additional financial information reviewed is at brand sales and Gross Margin level within specific

geographies. Expenditure analysis is completed for the science units, operations and enabling functions; there is no allocation of these

centrally-managed Group costs to the individual product or brands. The bonus of SET members’ continues to be derived from the Group

scorecard outcome as discussed in our Directors’ Remuneration Report.

3 How resources are allocated:

Resources are allocated on a Group-wide basis according to need. In particular, capital expenditure, in-licensing, and R&D resources are

allocated between activities on merit, based on overall therapeutic considerations and strategy under the aegis of the Group’s Early-Stage

Product Committees and Late-Stage Product Committees.

Geographic areas

The following table shows information for Total Revenue by geographic area and material countries. Product Sales by geographic area are

included in the country/region where the legal entity resides and from which those sales were made. The additional tables show the Operating

profit and Profit before tax made by companies located in that area, together with Non-current assets, Total assets, Assets acquired, Net operating

assets, and Property, plant and equipment owned by the same companies.


			Total Revenue
	2025	2024	2023
	$m	$m	$m
UK	4,359	4,740	3,368
Rest of Europe
France	1,408	1,283	1,152
Germany	2,890	2,524	2,099
Italy	1,078	949	813
Spain	1,136	994	847
Sweden	2,623	2,290	1,704
Others	4,320	3,663	3,110
	13,455	11,703	9,725
The Americas
Canada	954	937	967
US	23,970	21,806	18,121
Others	2,633	2,246	1,683
	27,557	24,989	20,771
Asia, Africa & Australasia
Australia	454	439	390
China	6,636	6,419	5,872
Japan	3,556	3,452	3,640
Others	2,722	2,331	2,045
	13,368	12,641	11,947
Total Revenue	58,739	54,073	45,811

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Notes to the Group Financial Statements

continued

7 Segment information

continued

Total Revenue outside of the UK totalled $54,380m for the year ended 31 December 2025 (2024: $49,333m; 2023: $42,443m).


			Operating profit			Profit/(loss) before tax
	2025	2024	2023	2025	2024	2023
	$m	$m	$m	$m	$m	$m
UK	7,066	2,680	665	6,152	1,349	(577)
Rest of Europe	5,233	5,924	4,885	5,468	6,057	4,999
The Americas	440	423	1,495	(213)	318	1,328
Asia, Africa & Australasia	1,004	976	1,148	995	967	1,149
Continuing operations	13,743	10,003	8,193	12,402	8,691	6,899


		Non-current assets 1		Total assets
	2025	2024	2025	2024
	$m	$m	$m	$m
UK	10,328	8,699	21,983	20,139
Rest of Europe	31,974	30,654	41,596	37,884
The Americas	29,714	28,730	42,201	38,544
Asia, Africa & Australasia	2,409	2,181	8,294	7,468
Continuing operations	74,425	70,264	114,074	104,035


		Assets acquired 2		Net operating assets 3
	2025	2024	2025	2024
	$m	$m	$m	$m
UK	1,759	582	7,936	7,173
Rest of Europe	2,814	2,225	33,217	30,852
The Americas	1,877	3,925	26,374	24,501
Asia, Africa & Australasia	557	1,394	2,764	2,602
Continuing operations	7,007	8,126	70,291	65,128

Non-current assets exclude Deferred tax assets, Income tax receivable, Derivative financial instruments, certain other financial assets and post-employment benefit assets.

Included in Assets acquired are those assets that are expected to be used during more than one period (Property, plant and equipment, Goodwill and Intangible assets) and include those

acquired through business combinations (Note 27).

Net operating assets exclude short-term investments, cash, short-term borrowings, loans, Derivative financial instruments, Retirement benefit obligations and non-operating receivables

and payables.


	Property, plant and equipment
	2025	2024
	$m	$m
UK	3,138	2,847
Ireland	1,645	1,323
Sweden	2,282	1,692
US	3,558	2,856
Rest of the world	2,339	1,534
Continuing operations	12,962	10,252

Geographic markets

The table below shows Product Sales in each geographic market in which customers are located.


	2025	2024	2023
	$m	$m	$m
UK	1,111	1,314	978
Rest of Europe	12,412	10,686	8,201
The Americas	27,273	25,081	20,855
Asia, Africa & Australasia	14,777	13,857	13,755
Continuing operations	55,573	50,938	43,789

Product Sales are recognised when control of the goods has been transferred to a third party. A significant proportion of this is upon delivery of

the products to wholesalers. Two wholesalers (2024: one; 2023: one) individually represented greater than 10% of Product Sales. The value of

Product Sales to the two wholesalers was $8,218m (2024: $7,567m; 2023: $6,513m) and $5,957m (2024: $4,468m; 2023: $3,795m), respectively.

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149

8 Property, plant and equipment


			Assets in	Total Property,
	Land and	Plant and	course of	plant and
	buildings	equipment	construction	equipment
	$m	$m	$m	$m
Cost
At 1 January 2024	6,469	8,704	2,045	17,218
Additions through business combinations (Note 27)	1	15	2	18
Capital expenditure	27	63	1,905	1,995
Transfer of assets into use	312	729	(1,041)	–
Disposals and other movements	(44)	(271)	(40)	(355)
Exchange adjustments	(185)	(386)	(82)	(653)
At 31 December 2024	6,580	8,854	2,789	18,223
Additions through business combinations (Note 27)	3	2	–	5
Capital expenditure	25	91	2,811	2,927
Transfer of assets into use	278	779	(1,057)	–
Disposals and other movements	(35)	(172)	1	(206)
Exchange adjustments	389	766	196	1,351
At 31 December 2025	7,240	10,320	4,740	22,300
Depreciation and impairment
At 1 January 2024	2,765	5,051	–	7,816
Depreciation charge for the year	231	568	–	799
Impairment charge	–	(7)	49	42
Disposals and other movements	(39)	(252)	(49)	(340)
Exchange adjustments	(101)	(245)	–	(346)
At 31 December 2024	2,856	5,115	–	7,971
Depreciation charge for the year	249	630	–	879
Impairment charge	4	8	1	13
Disposals and other movements	(32)	(148)	(1)	(181)
Exchange adjustments	188	468	–	656
At 31 December 2025	3,265	6,073	–	9,338
Net book value
At 31 December 2024	3,724	3,739	2,789	10,252
At 31 December 2025	3,975	4,247	4,740	12,962


	2025	2024
	$m	$m
The net book value of land and buildings comprised:
Freeholds	3,564	3,329
Leaseholds	411	395

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Annual Report & Form 20-F Information 2025

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Notes to the Group Financial Statements

continued

9 Leases

Right-of-use assets


				Total
	Land and	Motor		Right-of-use
	buildings	vehicles	Other	assets
	$m	$m	$m	$m
Cost
At 1 January 2024	1,352	495	36	1,883
Additions through business combinations (Note 27)	20	–	–	20
Additions – separately acquired	332	342	18	692
Disposals and other movements	(73)	(140)	(5)	(218)
Exchange adjustments	(43)	(33)	(2)	(78)
At 31 December 2024	1,588	664	47	2,299
Additions through business combinations (Note 27)	1	–	–	1
Additions – separately acquired	362	215	10	587
Disposals and other movements	29	(91)	–	(62)
Exchange adjustments	68	48	4	120
At 31 December 2025	2,048	836	61	2,945
Depreciation and impairment
At 1 January 2024	549	215	19	783
Depreciation charge for the year	183	151	9	343
Impairment charge	7	–	–	7
Disposals and other movements	(71)	(115)	(6)	(192)
Exchange adjustments	(22)	(14)	(1)	(37)
At 31 December 2024	646	237	21	904
Depreciation charge for the year	205	188	11	404
Disposals and other movements	(65)	(93)	2	(156)
Exchange adjustments	29	21	2	52
At 31 December 2025	815	353	36	1,204
Net book value
At 31 December 2024	942	427	26	1,395
At 31 December 2025	1,233	483	25	1,741

Lease liabilities


	2025	2024
	$m	$m
The present value of lease liabilities is as follows:
Within one year	(382)	(339)
Later than one year and not later than five years	(991)	(825)
Later than five years	(430)	(288)
Total lease liabilities	(1,803)	(1,452)

The interest expense on lease liabilities included within Finance expense was $80m (2024: $61m; 2023: $33m).

The total cash outflow for leases in 2025 was $452m (2024: $377m; 2023: $301m).

The Group has entered into lease contracts that have not yet commenced. The nominal value of estimated future lease payments under these

lease contracts approximates $1,702m as of 31 December 2025. Of this value, $1,348m relates to a property lease in the US which is expected

to commence in 2026 with a lease term of 15 years.

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10 Goodwill


	2025	2024
	$m	$m
Cost
At 1 January	21,335	20,361
Additions through business combinations (Note 27)	–	1,083
Exchange and other adjustments	223	(109)
At 31 December	21,558	21,335
Amortisation and impairment losses
At 1 January	310	313
Exchange and other adjustments	6	(3)
At 31 December	316	310
Net book value
At 31 December	21,242	21,025

Goodwill is tested for impairment at the operating segment level, this being the level at which goodwill is monitored for internal

management purposes. As detailed in Note 7, the Group does not have multiple operating segments and is engaged in a single business

activity of pharmaceuticals.

Recoverable amount is determined on a fair value less costs to sell basis using the market value of the Company’s outstanding Ordinary Shares.

Our market capitalisation is compared to the book value of the Group’s net assets and this indicates a significant surplus at 31 December 2025

(and 31 December 2024). No goodwill impairment was identified.

11 Intangible assets


	Product,		Software
	marketing and	Other	development
	distribution rights	intangibles	costs	Total
	$m	$m	$m	$m
Cost
At 1 January 2024	69,207	2,707	1,575	73,489
Additions through business combinations (Note 27)	2,308	56	–	2,364
Additions – separately acquired	2,226	150	290	2,666
Disposals	(294)	–	(285)	(579)
Exchange and other adjustments	(964)	(13)	(50)	(1,027)
At 31 December 2024	72,483	2,900	1,530	76,913
Additions through business combinations (Note 27)	50	–	–	50
Additions – separately acquired	3,392	170	463	4,025
Disposals	(312)	(128)	(8)	(448)
Exchange and other adjustments	2,151	131	118	2,400
At 31 December 2025	77,764	3,073	2,103	82,940
Amortisation and impairment losses
At 1 January 2024	32,266	2,061	1,073	35,400
Amortisation for year	3,761	78	84	3,923
Impairment charges	1,577	3	2	1,582
Impairment reversals	(8)	–	–	(8)
Disposals	(286)	–	(283)	(569)
Exchange and other adjustments	(561)	(13)	(18)	(592)
At 31 December 2024	36,749	2,129	858	39,736
Amortisation for year	3,928	181	98	4,207
Impairment charges	218	12	–	230
Disposals	(312)	(128)	(8)	(448)
Exchange and other adjustments	1,247	61	61	1,369
At 31 December 2025	41,830	2,255	1,009	45,094
Net book value
At 31 December 2024	35,734	771	672	37,177
At 31 December 2025	35,934	818	1,094	37,846

Other intangibles consist mainly of research and device technologies and the Alexion brand name. Included within Software development costs

are assets currently in development that will commence amortisation when ready for use.

Included within Additions − separately acquired are amounts accrued in Other payables of $1,624m (2024: $365m), relating to deferred payments

and other non-cash consideration for the acquisition of Product, marketing and distribution rights, which are not reflected in the current year

Consolidated Statement of Cash Flows. Disposals include amounts related to fully amortised or impaired assets that are no longer in use by

the Group.

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Annual Report & Form 20-F Information 2025

152

11 Intangible assets

continued

Notes to the Group Financial Statements

continued

Amortisation charges are recognised in the Consolidated Statement of Comprehensive Income as follows:


	Product,		Software
	marketing and	Other	development
	distribution rights	intangibles	costs	Total
	$m	$m	$m	$m
Year ended 31 December 2023
Cost of sales	32	–	–	32
Research and development expense	–	28	–	28
Selling, general and administrative expense	3,739	47	80	3,866
Total	3,771	75	80	3,926
Year ended 31 December 2024
Cost of sales	32	1	–	33
Research and development expense	3	22	–	25
Selling, general and administrative expense	3,726	55	84	3,865
Total	3,761	78	84	3,923
Year ended 31 December 2025
Cost of sales	32	–	54	86
Research and development expense	–	26	21	47
Selling, general and administrative expense	3,896	155	22	4,073
Other operating income and expense	–	–	1	1
Total	3,928	181	98	4,207

Net impairment charges are recognised in the Consolidated Statement of Comprehensive Income as follows:


	Product,		Software
	marketing and	Other	development
	distribution rights	intangibles	costs	Total
	$m	$m	$m	$m
Year ended 31 December 2023
Research and development expense	417	–	–	417
Selling, general and administrative expense	17	–	–	17
Total	434	–	–	434
Year ended 31 December 2024
Research and development expense	1,065	–	–	1,065
Selling, general and administrative expense	504	3	2	509
Total	1,569	3	2	1,574
Year ended 31 December 2025
Research and development expense	210	–	–	210
Selling, general and administrative expense	8	12	–	20
Total	218	12	–	230

Impairment charges and reversals

We perform a rigorous impairment trigger assessment for all our intangible assets. Intangible assets under development and not available for

use are tested annually for impairment and other intangible assets are tested when there is an indication of impairment loss or reversal. Where

testing is required, the recoverable amount of the assets is estimated in order to determine the extent of the impairment loss or reversal. Where

it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the Cash Generating

Unit (CGU) to which it belongs. The Group considers that as the intangible assets are linked to individual products and that product cash flows

are considered to be largely independent of other product cash flows, the CGU for intangibles is predominantly at the product level. Group-level

budgets and forecasts include forecast capital investment and operational impacts related to sustainability projects, as well as inflationary

impacts, and form the basis for the value in use models used for impairment testing.

An asset’s recoverable amount is determined as the higher of an asset’s or CGU’s fair value less costs to sell or value in use, in both cases using

discounted cash flow calculations where the asset’s expected post-tax cash flows are risk-adjusted over their estimated remaining period of

expected economic benefit. Where the value in use approach is used, the post-tax risk-adjusted cash flows are discounted using AstraZeneca’s

post-tax weighted average cost of capital (7.5% for 2025 and 7.5% for 2024) which is a nominal rate. There is no material difference in the

approach taken to using pre-tax cash flows and a pre-tax rate compared to post-tax cash flows and a post-tax rate, as required by IAS 36

‘Impairment of Assets’. Where fair value less costs to sell is used to determine recoverable value, the discount rate is assessed with reference

to a market participant, this is not usually materially different to the AstraZeneca post-tax weighted average cost of capital of 7.5%. Intangible

assets have been tested for impairment under the value in use basis at risk-adjusted post-tax discount rates ranging between 7.5% to 9.5%.

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Annual Report & Form 20-F Information 2025

153

Key assumptions and significant estimates used in calculating the recoverable amounts are highly sensitive and specific to the nature of the

Group’s activities including:

•

outcome of R&D activities

•

probability of technical and regulatory success

•

market volume, share and pricing (to derive peak year sales)

•

amount and timing of projected future cash flows

•

sales erosion curves following patent expiry.

Whilst the intangible assets portfolio is generally exposed to significant impairment risk within the next financial year, no sensitivities have been

disclosed since no specific asset has been identified as having a significant risk of a material impairment arising from reasonably possible changes

in key assumptions.

For assets held at fair value less costs to sell, we make appropriate adjustments to reflect market participant assessments.

In 2025, the Group recorded impairment charges of $8m in respect of launched products. Impairment charges recorded against products in

development totalled $210m.

In 2024, the Group recorded impairment charges of $504m in respect of launched products. Following a strategic review of our portfolio priorities,

a business decision was made to cease promotional activity for

Andexxa

resulting in impairment charges of $504m recorded against the

Andexxa

intangible asset under a value in use model applying a discount rate of 7.5% (revised carrying amount: $nil). Impairment charges

recorded against products in development totalled $1,073m. This included full impairments of vemircopan (ALXN2050, $753m, acquired

as part of the Alexion business combination in 2021), following outcome of research activities, and FPI-2059 ($165m, acquired as part of the

Fusion Pharmaceuticals, Inc. (Fusion) business combination in 2024

) due to portfolio prioritisation decisions. The remaining impairments of

$155m relate to impairments of various products in development, due to either management’s decision to discontinue development as part

of Group-wide portfolio prioritisation decisions, or due to the outcome of research activities.

In 2023, the Group recorded impairment charges of $17m in respect of launched products. Impairment charges recorded against products in

development totalled $417m, including $244m related to ALXN1840 which was fully impaired following the decision to discontinue development.

The Group has performed an assessment on assets which have had impairments recorded in previous periods to determine if any reversals of

impairments were required. No impairment reversals were recorded in 2025. Impairment reversals of $8m were recorded in 2024 against products

in development. No impairment reversals were recorded in 2023.

When launched products are partially impaired, the carrying values of these assets in future periods are particularly sensitive to changes in

forecast assumptions, including those assumptions set out above, as the asset is impaired down to its recoverable amount.

Significant assets


	Carrying value	Remaining amortisation
	$m	period
C5 franchise ( Soliris / Ultomiris ) intangible assets arising from the acquisition of Alexion	10,981	2 to 10 years
Intangible assets arising from the acquisition of Acerta Pharma	3,371	7 years
Enhertu intangible assets acquired from Daiichi Sankyo, Inc.	3,331	8 years
Strensiq , Kanuma intangible assets arising from the acquisition of Alexion	2,846	7 to 13 years
Intangible asset products in development arising from the acquisition of Alexion 1	1,944	Not amortised
Intangible assets arising from the acquisition of ZS Pharma, Inc.	1,460	6 years
Baxdrostat intangible asset acquired from CinCor Pharma, Inc. 1	1,291	Not amortised
Intangible asset products in development arising from the acquisition of Fusion 1	1,182	Not amortised
Datroway intangible assets acquired from Daiichi Sankyo, Inc.	1,020	13 years
Intangible asset products in development arising from the acquisition of Gracell Biotechnologies, Inc. 1	975	Not amortised
Intangible asset products in development arising from the acquisition of Amolyt Pharma SAS 1	861	Not amortised
Koselugo intangible asset acquired from Merck & Co., Inc.	835	6 years
Intangible asset products in development arising from the acquisition of Icosavax, Inc. 1	639	Not amortised
Airsupra intangible asset acquired from Bond Avillion 2 Development LP	526	9 years
ENaBL platform asset arising from the acquisition of EsoBiotec SA 1	441	Not amortised

Assets in development are not amortised but are tested annually for impairment.

In 2025, the

Koselugo

intangible asset was recognised on acquisition of the remaining 50% of global rights from Merck & Co., Inc. (MSD) following

the amendment of an existing global development and commercialisation arrangement.

The Engineered NanoBody Lentiviral (ENaBL) platform intangible asset recognised on acquisition of EsoBiotec SA in 2025 was assessed under

the optional concentration test in IFRS 3 ‘Business Combinations’ and was determined to be an asset acquisition, as substantially all of the value

of the gross assets acquired was concentrated in this single asset.

In 2024, the intangible assets recognised on acquisition of Amolyt Pharma SAS and Icosavax, Inc. were separately assessed under the optional

concentration test in IFRS 3 and were individually determined to be asset acquisitions, as substantially all of the value of the gross assets

acquired in each transaction was concentrated in these single assets.

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Notes to the Group Financial Statements

continued

12 Investments in associates and joint ventures


	2025	2024
	$m	$m
At 1 January	268	147
Additions	14	158
Share of after tax losses	(7)	(28)
Exchange and other adjustments	27	(9)
At 31 December	302	268

On 22 May 2024, AstraZeneca entered into an agreement with Fuse Biosciences (Cayman) Limited to acquire equity. Under the terms of the

agreement, AstraZeneca contributed $11m in initial funds, holds 25% board representation, and holds an 18.75% interest in the associate entity.

On 1 November 2023, AstraZeneca entered into an agreement with Cellectis S.A., a clinical-stage biotechnology company, to accelerate the

development of next generation therapeutics in areas of high unmet medical need, including oncology, immunology and rare diseases. Under

the terms of the agreement, AstraZeneca contributed $80m in funds for a 22% interest in the associate entity. On 22 May 2024, a further

contribution of $140m was made for a further 22% interest. AstraZeneca holds a 44% interest in the associate entity.

On 1 December 2020, AstraZeneca and China International Capital Corporation (CICC) entered into an agreement to set up a Global Healthcare

Industrial Fund to drive healthcare system innovation by leveraging local capital and accelerating China-related innovation incubation. The

agreement resulted in the formation of a new entity, Wuxi AstraZeneca-CICC Venture Capital Partnership (Limited Partnership). AstraZeneca

holds a 22% interest in the associate entity and has contributed $74m in cumulative funds to date.

On 23 September 2021, AstraZeneca entered into an agreement with VaxEquity Limited (VaxEquity) to collaborate and develop self-amplifying

RNA technology with the aim of generating treatments for target diseases. AstraZeneca contributed $14m in initial funds and holds a 40% interest

in the associate entity. On 21 April 2025, VaxEquity was dissolved.

All investments are accounted for using the equity method. At 31 December 2025, unrecognised losses in associates and joint ventures totalled

$209m (2024: $177m) which have not been recognised due to the investment carrying value reaching $nil value.

Aggregated summarised financial information for the associate and joint venture entities is set out below:


	2025	2024
	$m	$m
Non-current assets	690	577
Current assets	756	508
Total liabilities	(553)	(516)
Net assets	893	569
Amount attributable to AstraZeneca	122	131
Goodwill	161	152
Exchange adjustments	19	(15)
Carrying value of investments in associates and joint ventures	302	268

Joint contractual arrangements were entered into between AstraZeneca and Daiichi Sankyo, Inc. (Daiichi Sankyo); in March 2019 for the

co-development and co-commercialisation of

Enhertu

and in July 2020 for the co-development and co-commercialisation of

Datroway

. Each

party shares global pre-tax net income from the collaboration on a 50:50 basis (with the exception of Japan where Daiichi Sankyo maintains

exclusive rights and AstraZeneca receives a royalty). The joint operation is not structured through a separate legal entity, and it operates from

AstraZeneca and Daiichi Sankyo’s respective principal places of business.

13 Other investments


	2025	2024
	$m	$m
Non-current investments
Equity securities at fair value through Other comprehensive income	2,212	1,632
Equity securities at fair value through profit and loss	11	–
Total	2,223	1,632
Current investments
Fixed income securities at fair value through profit or loss	8	37
Cash collateral pledged to counterparties	22	129
Total	30	166

Other investments held at FVOCI include equity securities which are not held for trading and which the Group has irrevocably elected at initial

recognition to recognise in this category. Other investments held at FVPL comprise a mixture of equity securities and fixed income securities

that the Group holds to sell.

The fair value of listed investments is based on year end quoted market prices. Fixed deposits and Cash collateral pledged to counterparties

are held at amortised cost with carrying value being a reasonable approximation of fair value given their short-term nature.

Cash collateral pledged to counterparties relates to collateral pledged on derivatives entered into to hedge the Group’s risk exposures.

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Fair value hierarchy

The table below analyses equity securities and bonds, contained within Other investments and carried at fair value, by valuation method.

The different levels have been defined as follows:

•

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

•

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices)

•

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).


	2025	2025	2024	2024
	FVPL	FVOCI	FVPL	FVOCI
	$m	$m	$m	$m
Level 1	8	1,765	37	1,279
Level 2	–	–	–	–
Level 3	11	447	–	353
Total	19	2,212	37	1,632

Assets are transferred in or out of each Level on the date of the event or change in circumstances that caused the transfer.

Equity securities that are analysed at Level 3 include investments in private biotech companies. In the absence of specific market data, these

unlisted investments are held at fair value based on the cost of investment and adjusting as necessary for impairments and revaluations on new

funding rounds, which approximates to fair value. Movements in Level 3 investments are detailed below:


	2025	2025	2024	2024
	FVPL	FVOCI	FVPL	FVOCI
	$m	$m	$m	$m
At 1 January	–	353	–	313
Additions	11	124	–	56
Revaluations	–	(50)	–	(9)
Impairments and exchange adjustments	–	20	–	(7)
At 31 December	11	447	–	353

14 Derivative ﬁnancial instruments


	Non-current	Current	Current	Non-current
	assets	assets	liabilities	liabilities	Total
	$m	$m	$m	$m	$m
Cross-currency swaps designated in a net investment hedge	148	–	–	–	148
Cross-currency swaps designated in a cash flow hedge	34	–	–	(71)	(37)
Cross-currency swaps designated in a fair value hedge	–	–	–	(44)	(44)
Forward foreign exchange designated in a cash flow hedge 1	–	5	(1)	–	4
Other derivatives	–	49	(49)	–	–
31 December 2024	182	54	(50)	(115)	71


	Non-current	Current	Current	Non-current
	assets	assets	liabilities	liabilities	Total
	$m	$m	$m	$m	$m
Cross-currency swaps designated in a net investment hedge	171	2	–	–	173
Cross-currency swaps designated in a cash flow hedge	203	–	–	–	203
Cross-currency swaps designated in a fair value hedge	124	–	–	–	124
Forward foreign exchange designated in a cash flow hedge 1	–	8	(2)	–	6
Other derivatives	–	80	(79)	–	1
31 December 2025	498	90	(81)	–	507

Forward foreign exchange (FX) designated in a cash flow hedge relates to contracts hedging anticipated CNY, EUR, GBP, JPY and SEK transactions occurring in the quarter

immediately after the balance sheet date.

All derivatives at 31 December 2025 are held at fair value and fall within Level 2 of the fair value hierarchy as defined in Note 13. During 2024

the Group held an equity warrant classed as Level 3 in the fair value hierarchy, this warrant expired on 31 December 2024. No derivatives have

been reclassified within the hierarchy during the year.

The fair value of interest rate swaps and cross-currency swaps is estimated using appropriate zero coupon curve valuation techniques to discount

future contractual cash flows based on rates at the current year end.

The fair value of forward foreign exchange contracts and currency options are estimated by discounted cash flow models using appropriate

yield curves based on market forward foreign exchange rates at the year end. The majority of forward foreign exchange contracts for existing

transactions had maturities of less than one month from year end.

The interest rates used to discount future cash flows for fair value adjustments, where applicable, are based on market swap curves at the

reporting date, and were as follows:

2025

2024

Derivatives

0.7% to 3.7%

0.6% to 4.1%

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Notes to the Group Financial Statements

continued

15 Non-current other receivables


	2025	2024
	$m	$m
Prepayments	559	356
Accrued income	75	60
Retirement benefit scheme surpluses (Note 22)	106	99
Other receivables	587	415
Non-current other receivables	1,327	930

16 Inventories


	2025	2024
	$m	$m
Raw materials and consumables	1,857	1,489
Inventories in process	2,777	2,282
Finished goods and goods for resale	1,923	1,517
Inventories	6,557	5,288

The Group recognised $7,600m (2024: $7,001m; 2023: $6,038m) of inventories as an expense within Cost of sales during the year.

Net inventory write-downs in the year amounted to $314m (2024: $664m; 2023: $574m), principally arising from the reassessment of usage or

demand expectations prior to inventory expiration. The decreased charge in the year is due to partial reversals of $407m

Andexxa

provisions

previously recognised in 2024 following the decision to cease promotional activities.

17 Current trade and other receivables


	2025	2024
	$m	$m
Trade receivables	10,289	8,335
Less: Expected credit loss provision (Note 28)	(52)	(33)
	10,237	8,302
Other receivables	2,017	1,579
Prepayments	2,034	1,737
Government grants receivable	45	25
Accrued income	844	1,329
Trade and other receivables	15,177	12,972

Trade receivables include $2,681m (2024: $667m) measured at FVOCI classified ‘hold to collect and sell’ as they are due from customers that

the Group has the option to factor, or relate to bank acceptance drafts received in settlement of trade receivables per common practice in China.

All other financial assets included within Current trade and other receivables are held at amortised cost with carrying value being a reasonable

approximation of fair value.

18 Cash and cash equivalents


	2025	2024	2023
	$m	$m	$m
Cash at bank and in hand	1,332	1,215	1,325
Short-term deposits	4,379	4,273	4,515
Cash and cash equivalents	5,711	5,488	5,840
Unsecured bank overdrafts	(13)	(59)	(203)
Cash and cash equivalents in the Consolidated Statement of Cash Flows	5,698	5,429	5,637

AstraZeneca invests in constant net asset value funds, low-volatility net asset value funds and short-term variable net asset value funds with

same day access for subscription and redemption. These investments fail the ‘solely payments of principal and interest’ test criteria under

IFRS 9 ‘Financial Instruments’. They are therefore measured at FVPL, although the fair value is materially the same as amortised cost.

Non-cash and other movements, within operating activities in the Consolidated Statement of Cash Flows, includes:


	2025	2024	2023
	$m	$m	$m
Share-based payments charge for the period (Note 29)	719	660	579
Settlement of share plan awards	(353)	(618)	(650)
Pension contributions	(186)	(166)	(188)
Pension charges recorded in Operating profit	65	86	55
Long-term provision charges recorded in Operating profit	203	106	460
Loss/(gain) on disposal of Property, plant and equipment	13	4	(41)
Update to the contractual relationships for Beyfortus	–	–	(729)
Foreign exchange and other 1	201	(193)	128
Total operating activities non-cash and other movements	662	(121)	(386)

Foreign exchange and other includes, among other items, the foreign exchange of inter-company transactions, including dividends, across Group entities and the related impact from

hedging those transactions.

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19 Interest-bearing loans and borrowings


		Repayment	2025	2024
		dates	$m	$m
Current liabilities
Bank overdrafts		On demand	13	59
Other short-term borrowings excluding overdrafts			158	90
Collateral received from derivative counterparties			473	181
Lease liabilities			382	339
3.375% Callable bond	US dollars	2025	–	1,997
0.7% Callable bond	US dollars	2026	1,200	–
1.2% Callable bond	US dollars	2026	1,250	–
Other loans		Within one year	10	10
Total			3,486	2,676
Non-current liabilities
Lease liabilities			1,421	1,113
0.7% Callable bond	US dollars	2026	–	1,198
1.2% Callable bond	US dollars	2026	–	1,249
4.8% Callable bond	US dollars	2027	1,248	1,247
3.625% Callable bond	euros	2027	880	780
3.125% Callable bond	US dollars	2027	749	748
4.875% Callable bond	US dollars	2028	1,097	1,096
1.25% Callable bond	euros	2028	936	829
1.75% Callable bond	US dollars	2028	1,248	1,247
4% Callable bond	US dollars	2029	997	996
4.85% Callable bond	US dollars	2029	1,247	1,246
0.375% Callable bond	euros	2029	936	829
4.9% Callable bond	US dollars	2030	647	646
3.121% Callable bond	euros	2030	764	682
1.375% Callable bond	US dollars	2030	1,295	1,295
4.9% Callable bond	US dollars	2031	995	994
2.25% Callable bond	US dollars	2031	748	747
5.75% Non-callable bond	pounds sterling	2031	469	438
3.75% Callable bond	euros	2032	878	778
4.875% Callable bond	US dollars	2033	497	497
3.278% Callable bond	euros	2033	870	786
5% Callable bond	US dollars	2034	1,490	1,489
6.45% Callable bond	US dollars	2037	2,728	2,727
4% Callable bond	US dollars	2042	989	989
4.375% Callable bond	US dollars	2045	982	982
4.375% Callable bond	US dollars	2048	738	738
2.125% Callable bond	US dollars	2050	488	487
3% Callable bond	US dollars	2051	736	735
Other loans	US dollars		63	31
Total			26,136	27,619
Total interest-bearing loans and borrowings 1			29,622	30,295

All loans and borrowings above are unsecured.


	Total loans and	Total loans and	Total loans and
	borrowings	borrowings	borrowings
	2025	2024	2023
	$m	$m	$m
At 1 January	30,295	28,622	29,232
Changes from financing cash flows
Issue of loans and borrowings	15	6,492	3,816
Repayment of loans and borrowings	(2,029)	(4,652)	(4,942)
Movement in short-term borrowings	364	(31)	161
Repayment of obligations under leases	(372)	(316)	(268)
Total changes in cash flows arising on financing activities from borrowings	(2,022)	1,493	(1,233)
Movement in overdrafts	(47)	(144)	20
New lease liabilities	566	710	444
Additions through business combinations	–	12	–
Exchange	692	(361)	187
Other movements	138	(37)	(28)
At 31 December	29,622	30,295	28,622

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19 Interest-bearing loans and borrowings

continued

Notes to the Group Financial Statements

continued

Included in prior year cash flows is $833m in 2024 and $867m in 2023 relating to the Acerta Pharma share purchase. This liability was fully

extinguished in 2024.

Set out below is a comparison by category of carrying values and fair values of all the Group’s interest-bearing loans and borrowings:


	Instruments	Instruments	Instruments		Total
	designated in net	designated in	designated in	Amortised	carrying	Fair
	investment hedge 1	cash flow hedge 2	fair value hedge 3	cost	value	value
	$m	$m	$m	$m	$m	$m
2024
Overdrafts	–	–	–	59	59	59
Lease liabilities due within one year	–	–	–	339	339	339
Lease liabilities due after more than one year	–	–	–	1,113	1,113	1,113
Loans and borrowings due within one year	–	–	–	2,278	2,278	2,263
Loans and borrowings due after more than one year	1,267	2,387	1,468	21,384	26,506	25,405
Total at 31 December 2024	1,267	2,387	1,468	25,173	30,295	29,179
2025
Overdrafts	–	–	–	13	13	13
Lease liabilities due within one year	–	–	–	382	382	382
Lease liabilities due after more than one year	–	–	–	1,421	1,421	1,421
Loans and borrowings due within one year	–	–	–	3,091	3,091	3,068
Loans and borrowings due after more than one year	1,405	2,694	1,634	18,982	24,715	24,337
Total at 31 December 2025	1,405	2,694	1,634	23,889	29,622	29,221

Instruments designated in a net investment hedge are our euro 800m 0.375% 2029 Callable bond and our pounds sterling 350m 5.75% 2031 Non-callable bond. The 2024 value of

$1,267m was previously presented within the Amortised cost column; from 2025 the presentation has been revised to present this within the Instruments designated in net investment

hedge column.

Instruments designated in cash flow hedges are our euro 750m 3.625% 2027 Callable bond, our euro 800m 1.25% 2028 Callable bond, and our euro 750m 3.75% 2032 Callable bond.

Instruments designated in fair value hedges are our euro 650m 3.121% 2030 Callable bond, and our euro 750m 3.278% 2033 Callable bond.

The fair value of fixed-rate publicly traded debt is based on year end quoted market prices; the fair value of floating rate debt is nominal value,

as mark-to-market differences would be minimal given the frequency of resets. The carrying value of loans designated at FVPL is the fair value;

this falls within the Level 1 valuation method as defined in Note 13. For loans designated in a fair value hedge relationship, carrying value is

initially measured at fair value and remeasured for fair value changes in respect of the hedged risk at each reporting date. All other loans are

held at amortised cost. Fair values, as disclosed in the table above, are all determined using the Level 1 valuation method as defined in Note 13,

with the exception of overdrafts and lease liabilities, where fair value approximates to carrying values.

The adjustment to the carrying value of bonds designated in a fair value hedge relationship in the year was a decrease in the liability of $21m,

and the cumulative adjustment was a decrease in the liability of $5m. A gain of $4m was made during the year on the fair value of bonds

designated in a fair value hedge. Under IFRS 9 ‘Financial Instruments’, the Group records the component of fair value changes relating to the

component of own credit risk through Other comprehensive income. Changes in credit risk had no material effect on any other financial assets

and liabilities recognised at fair value in the Group Financial Statements. The change in fair value attributable to changes in credit risk is calculated

as the change in fair value not attributable to market risk.

The interest rates used to discount future cash flows for fair value adjustments, where applicable, are based on market swap curves at the

reporting date, and were as follows:


	2025	2024
Loans and borrowings	1.9% to 2.6%	2.0% to 2.9%

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20 Trade and other payables

2025

2024

Current liabilities

Trade payables

3,820

3,640

Value-added and payroll taxes and social security

580

401

Rebates, chargebacks, returns and other revenue accruals

9,681

7,805

Clinical trial accruals

1,780

1,419

Other accruals

7,258

6,463

Collaboration Revenue contract liabilities

–

Vaccine contract liabilities

142

119

Deferred government grant income

–

Contingent consideration

346

1,170

Other payables

1,671

1,441

Total

25,280

22,465

Non-current liabilities

Accruals

Deferred government grant income

–

Contingent consideration

204

581

Other payables

2,035

1,124

Total

2,379

1,770

Included within Rebates, chargebacks, returns and other revenue accruals are contract liabilities of $63m (2024: $114m). The revenue recognised

in the year from opening contract liabilities is $107m, comprising $100m relating to other revenue accruals and $7m Collaboration Revenue

contract liabilities. The major markets with Rebates, chargebacks, returns and other revenue accruals are the US where the liability at 31 December

2025 amounted to $5,941m (2024: $4,978m), of which Rare Disease comprises $336m (2024: $240m), and China where the liability at

31 December 2025 amounted to $619m (2024: $532m).

Trade payables includes $100m (2024: $105m) due to suppliers that have signed up to a supply chain financing programme, under which the

suppliers can elect on an invoice-by-invoice basis to receive a discounted early payment from the relationship bank rather than being paid in

line with the agreed payment terms. If the option is taken, the Group’s liability is assigned by the supplier to be due to the relationship bank rather

than the supplier. The value of the liability payable by the Group remains unchanged. The Group assesses the arrangement against indicators

to assess if debts which vendors have sold to the funder under the supplier financing scheme continue to meet the definition of trade payables

or should be classified as borrowings. At 31 December 2025, the payables met the criteria of Trade payables. The supply chain financing

programme operates in the US, UK, Sweden, China and Germany, and as at 31 December 2025, the programme had 310 suppliers enrolled

across these countries.

Vaccine contract liabilities relate to amounts received from customers, primarily government bodies, in advance of supply of product.

Included within current Other payables are liabilities relating to future sales related payments to Daiichi Sankyo totalling $673m (2024: $377m)

resulting from the collaboration agreement in relation to

Enhertu

entered into in March 2019. Additionally, included within non-current Other

payables are liabilities relating to future sales related payments totalling $579m (2024: $456m) as a result of the

Enhertu

collaboration agreement,

$499m (2024: $462m) owed to Bond Avillion 2 Development LP as a result of the

Airsupra

collaboration agreement entered into in March 2018

and $201m (2024: $nil) owed to MSD as a result of the

Koselugo

collaboration agreement entered into in 2017 and amended in August 2025.

In November 2020,

Calquence

received marketing approval in the European Union, which removed all remaining conditionality in respect of the

Acerta Pharma put and call options regarding the non-controlling interest; the option was exercised in April 2021. The payments were made in

similar annual instalments in 2022 through to 2024, with the final payment of $833m made in 2024. Interest arising from amortising the liability

was included within Finance expense (see Note 4). The associated cash flows were disclosed as financing activities within the Consolidated

Statement of Cash Flows.

With the exception of Contingent consideration payables of $550m (2024: $1,751m) which are held at fair value within Level 3 of the fair value

hierarchy as defined in Note 13, all other financial liabilities are held at amortised cost with carrying value being a reasonable approximation of

fair value.

Contingent consideration

2025

2024

2023

At 1 January

1,751

2,137

2,222

Additions through business combinations

–

198

Settlements

(1,164)

(1,008)

(826)

Revaluations

(97)

311

549

Discount unwind (Note 4)

113

132

At 31 December

550

1,751

2,137

Contingent consideration arising from business combinations is fair valued using decision-tree analysis, with key inputs including the probability

of success, consideration of potential delays and the expected levels of future revenues.

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Notes to the Group Financial Statements

continued

20 Trade and other payables

continued

Revaluations of Contingent consideration are recognised in Selling, general and administrative expense and include a decrease of $44m in 2025

(2024: increase of $260m; 2023: increase of $520m) based on revenue and royalty forecasts, relating to the acquisition of BMS’s share of the

Global Diabetes Alliance. Discount unwind on the liability is included within Finance expense (see Note 4).

The discount rates used for the Contingent consideration balances range from 5% to 8%. The most significant Contingent consideration balance

is the Global Diabetes Alliance which is discounted at 8% and is reviewed against comparable benchmarks on a regular basis.

Management has identified that reasonably possible changes in certain key assumptions, including the likelihood of achieving successful trial

results, obtaining regulatory approval, the projected market share of the therapy area and expected pricing for launched products, may cause

the calculated fair value of the above contingent consideration to vary materially in future years.

The contingent consideration balance relating to BMS’s share of Global Diabetes Alliance of $257m (2024: $1,309m; 2023: $1,945m) is due for

final payment in 2026.

The maximum development and sales milestones payable under outstanding Contingent consideration arrangements arising on business

combinations are as follows:


		Nature of	Maximum future milestones
Acquisitions	Year	contingent consideration	$m
Spirogen Sarl	2013	Milestones	171
Amplimmune, Inc.	2013	Milestones	150
Almirall, S.A.	2014	Milestones and royalties	345
Fusion Pharmaceuticals, Inc.	2024	Milestones	304
Gracell Biotechnologies, Inc.	2024	Milestones	149

The amount of royalties payable under the arrangements is inherently uncertain and difficult to predict, given the direct link to future sales and

the range of outcomes. The maximum amount of royalties payable in each year is with reference to net sales.

21 Provisions


			Employee		Other
	Severance	Environmental	benefits	Legal	provisions	Total
	$m	$m	$m	$m	$m	$m
At 1 January 2024	176	112	168	1,016	683	2,155
Additions arising on business acquisitions	–	–	–	–	50	50
Charge for year	283	26	30	44	478	861
Cash paid	(101)	(33)	(7)	(189)	(146)	(476)
Reversals	(83)	–	(1)	(9)	(255)	(348)
Exchange and other movements	–	–	(24)	(3)	(25)	(52)
At 31 December 2024	275	105	166	859	785	2,190
Charge for year	190	27	40	252	189	698
Cash paid	(217)	(25)	(5)	(720)	(282)	(1,249)
Reversals	(64)	–	(7)	(18)	(68)	(157)
Exchange and other movements	13	–	(4)	3	110	122
At 31 December 2025	197	107	190	376	734	1,604


	2025	2024
	$m	$m
Due within one year	686	1,269
Due after more than one year	918	921
Total	1,604	2,190

Provisions are often subject to substantial uncertainties with regard to the timing and final amounts of any payments. These uncertainties can

also cause a reversal in previously established provisions once final settlement is reached. Once established, these amounts remain in Provisions

even after settlement is reached and uncertainty resolved, with no transfer to Trade and other payables prior to payment. This is to provide more

transparent disclosure of subsequent movements in brought forward and carried forward balances. Settled legal claims included within Provisions

are held at amortised cost with carrying value being a reasonable approximation of fair value.

Severance provisions arise predominantly in connection with global restructuring initiatives, including the Alexion PAAGR, which involve

rationalisation of the global supply chain, the sales and marketing organisation, IT and business support infrastructure, and R&D.

Employee costs in connection with the initiatives are recognised in severance provisions when a detailed formal plan has been communicated

to those employees affected. Final severance costs are often subject to the completion of the requisite consultations on the areas impacted,

with the majority of the cost expected to be paid within one year. AstraZeneca endeavours to support employees affected by restructuring

initiatives to seek alternative roles within the organisation. Where the employee is successful, any severance provisions will be released.

Details of the Environmental provisions totalling $107m (2024: $105m) and ongoing matters are provided in Note 30.

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161

A significant proportion of the total legal provision ($194m (2024: $626m) due within one year and $177m (2024: $210m) due after more than

one year

) relates to matters settled, but not paid, in previous periods; further details are provided in Note 30.

The majority of Employee benefit provisions relate to Executive Deferred Compensation Plans, which include uncertainty over the ultimate timing

and amount of payment to be made to the executives.

Other provisions comprise amounts relating to specific contractual or constructive obligations and disputes. Included within Other provisions are

amounts associated with long-standing product liability settlements that arose prior to the merger of Astra and Zeneca, which given the nature

of the provision, the amounts are expected to be settled over many years; the final settlement values and timings are uncertain. Also included in

Other provisions is an amount of $166m (2024: $145m), in relation to third-party liability and other risks

(including incurred but not yet reported

claims); the claims are considered to be uncertain as to timing and amount. Charges to Other provisions in 2025 included $7m (2024: $184m)

in relation to the PAAGR restructuring programme, which has a closing provision of $78m (2024: $80m), including $59m (2024: $58m) held in

non-current provisions expected to be settled over time by 2028.

No provision has been released or applied for any purpose other than that for which it was established.

The expected profile of future payments of legal provisions due after one year is as follows: in one to two years $19m (2024

: $167m); in two to three years $131m (2024: $9m); in three to

four years $11m (2024: $12m); in four to five years $9m (2024: $9m); and in more than five years $7m (2024: $13m).

22 Post-retirement pension and other deﬁned beneﬁt schemes

Background

This section predominantly covers defined benefit (DB) arrangements such as post-retirement pension and medical plans which make up the

vast bulk of these liabilities. However, it also incorporates other benefits which fall under IAS 19 ‘Employee Benefits’ rules and which require

an actuarial valuation, including but not limited to: lump sum plans, long-service awards and defined contribution pension plans which have

some DB characteristics (e.g. a minimum guaranteed level of benefit). In total, over 50 plans in 28 countries are covered.

The Group and most of its subsidiaries offer post-retirement pension plans which cover the majority of employees. The Group’s policy is to provide

defined contribution (DC) orientated pension provision to its employees unless otherwise compelled by local regulation. As a result, many of

these retirement plans are DC, where the Group contribution and resulting charge is fixed at a set level, or is a set percentage of employees’ pay.

However, several plans, mainly in the UK and Sweden, are DB, where benefits are based on employees’ length of service and salary. The major

DB plans are largely legacy arrangements as they have been closed to new entrants since 2000, apart from the collectively bargained Swedish

plan (which is still open to employees born before 1979). During 2010, following consultation with its UK employees’ representatives, the Group

introduced a freeze on pensionable pay at 30 June 2010 levels for DB members of the UK Pension Fund. The number of active members in the

Fund continues to decline and is now 296 employees.

The Group’s DB plans are largely funded through ring-fenced, fiduciary-administered assets. The cash funding of the plans, which may from

time to time involve payments from the Group, is designed, in consultation with independent qualified actuaries, to ensure that the assets are

sufficient to meet future obligations as and when they fall due. The funding level is monitored by the Group and local fiduciaries, who may take

into account various factors, including: the strength of the Group’s covenant, local regulation, cash flows, and the solvency and maturity of

the pension plan.

Funding Framework

Eighty six per cent of the Group’s total DB obligations (or 53% of net obligations) at 31 December 2025 are in plans within the UK and Sweden.

The Group has developed a long-term funding framework for such plans which targets either full funding on a low-risk funding measure, or

buyout with an external third party as the pension plans mature, with pragmatic long-term de-risking of investment strategy along the way.

Unless local regulation dictates otherwise, this framework determines the cash contributions payable.

The UK Pension Fund represents approximately 64% of the Group’s DB obligations at 31 December 2025. The funding framework is modified

in light of the UK regulatory requirements (summarised below) and resulting discussions with the Trustee.

Role of Trustee and Regulation

The UK Pension Fund is governed and administered by a corporate Trustee. The Trustee Directors are comprised of representatives appointed

by both the employer and Fund members and include an independent professional Trustee Director. The Trustee Directors are required by law

to act in the interest of all relevant beneficiaries and are responsible, in particular, for investment strategy and the day-to-day administration of

the benefits. They are also responsible for jointly agreeing, with the employer, the level of contributions required to ensure the funding objective

is met.

The UK pensions industry is regulated by The Pensions Regulator whose statutory objectives and regulatory powers are described on its website,

www.thepensionsregulator.gov.uk.

Guaranteed Minimum Pensions (GMP) equalisation of member benefits, as required by UK legislation, was completed for pensioner and

dependent members in 2024 and, for non-pensioner members, a process is in place to equalise their benefits at their point of retirement.

An estimate of the impact of these changes has already been recognised in 2018 and 2020, and actual experience is in line with the estimates

previously recognised.

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Annual Report & Form 20-F Information 2025

162

Notes to the Group Financial Statements

continued

22 Post-retirement pension and other deﬁned beneﬁt schemes

continued

In June 2023, the UK High Court (Virgin Media Limited v NTL Pension Trustees II Limited) ruled that certain historical amendments for contracted-

out DB pension plans were invalid if they were not accompanied by the correct actuarial confirmation. In July 2025, the UK Government confirmed

that it will introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic

benefit changes met the necessary standards. The Trustee has considered this matter with their legal adviser. The Trustee has not conducted

any detailed investigations as they have no reason to believe that any such confirmations were not provided and so no impact is expected on

the UK Pension Fund.

Funding requirements and security

UK legislation requires that an actuarial valuation is completed for all DB pension schemes every three years, which compares the schemes’

liabilities to its assets. As part of the triennial valuation process, the Trustee and the Group must agree on a set of assumptions to value the

liabilities and determine the contributions required, if any, to ensure the UK Pension Fund is fully funded over an appropriate time period and

on a suitably prudent measure. The assumptions used to value the liabilities for the triennial actuarial valuation are required to be prudent,

whereas the assumptions used to prepare an IAS 19 accounting valuation are required to be ‘best estimate’.

The last full actuarial valuation of the UK Pension Fund was carried out by a qualified actuary as at 31 March 2022 and finalised in May 2023,

ahead of the statutory deadline. The funding assumptions used in this actuarial valuation were set out in the Group’s 2023 annual report. The

actuarial valuation at 31 March 2025 will be the first valuation under the Pensions Regulator’s new DB funding code of practice, and is currently

in progress, with a likely timescale for completion during the second quarter of 2026. However, the value of the Fund’s obligations disclosed at

31 December 2025 incorporates data from this latest actuarial valuation including updated membership information and demographic assumptions.

Aspects of the triennial actuarial valuation are governed by a long-term funding agreement, effective since October 2016, which sets out a path

to full funding on a low-risk measure. Under this agreement, if a deficit exists, the Group is required to provide security. This security takes

the form of a charge in favour of the Trustee over all land and buildings on the Group’s Cambridge Biomedical Campus site. This charge was

enacted in December 2023, and provides long-term security to the Trustee in respect of the Group’s future deficit recovery contributions. At

the last assessment date (1 December 2023), the value of the charge was £317m ($427m at December 2025 exchange rates

) and it is capped

at £350m ($471m). The value of the charge will vary and is expected to reduce over time, before falling away. Under the terms of the charge,

the Trustee can only exercise its right over the ownership of the site in a Group insolvency event.

In relation to deficit recovery contributions, in March 2025, the Group made a lump sum contribution of £39m ($49m). Further annual

contributions of £39m are due before 31 March 2026 and each year up to 31 March 2028. Based on 31 December 2025 IAS 19 assumptions,

it is expected that ongoing contributions (excluding past service deficit contributions) during the year ending 31 December 2026 for the UK

will be approximately $17m.

GMP equalisation of member benefits has been completed for pensioner and dependent members and, for non-pensioner members, a process

is in place to equalise their benefits at their point of retirement. The method of equalisation converts GMP to non-GMP pension to simplify the

structure and administration of benefits.

A new, voluntary, Flexible Pension Option was introduced from 1 July 2025, allowing retiring members to reshape their pension benefit. A $33m

past service credit was taken to the Consolidated Statement of Comprehensive Income in May 2025 reflecting expected take-up of this

option.

Under the governing documentation of the UK Pension Fund, any future surplus in the Fund would be returnable to the Group by refund assuming

gradual settlement of the liabilities over the lifetime of the Fund. In particular, the Trustee has no unilateral right to wind up the Fund without

Company consent nor does it have the power to unilaterally use any surplus to augment benefits prior to wind-up. As such, there are no

adjustments required in respect of IFRIC 14 ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’.

Sweden

The Swedish plans account for 22% of the Group’s DB obligations. They are governed by Fiduciary Bodies with responsibility for the investment

of the assets. These plans are funded in line with the Group’s long-term funding framework and local regulations.

The Swedish DB pension plans were actuarially valued at 31 December 2024, when plan obligations were estimated to amount to $1,508m and

plan assets were $1,056m. The local Swedish GAAP funding position can influence contribution policy. Over 2025, for the largest pension plan,

the Group did not request a reimbursement of benefit payments made throughout the year as the funding level was below 100% on the Swedish

GAAP basis and so any such reimbursement is not permitted. These benefit payments over 2025, totalling approximately $60m, are therefore

regarded as Group contributions.

Based on 31 December 2025 IAS 19 assumptions, it is expected that contributions during the year ending 31 December 2026 for Sweden will

be approximately $64m.

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163

Other defined benefit plans

The Group provides DB plans other than pensions which are reported under IAS 19. These include lump sum plans, long-service awards and

defined contribution pension plans which have a guaranteed minimum benefit. However, the largest category of these ‘other’ non-pension plans

are healthcare benefits.

The cost of post-retirement benefits other than pensions for the Group in 2025 was $1m (2024: $1m; 2023: $1m). Plan assets were $141m and

plan obligations were $83m at 31 December 2025.

Financial assumptions

Qualified independent actuaries have updated the actuarial valuations under IAS 19 for the major DB plans operated by the Group to 31 December

2025. The assumptions used may not necessarily be borne out in practice, due to the inherent financial and demographic uncertainty associated

with making long-term projections. These assumptions reflect the changes which have the most material impact on the results of the Group

and were as follows:


			2024
	UK	Sweden	Rest of Group 1
Inflation assumption	3.2%	1.8%	2.1%
Rate of increase in salaries	– 3	3.3%	3.6%
Rate of increase in pensions in payment	3.0%	1.8%	2.1%
Discount rate – defined benefit obligation	5.5%	3.5%	3.5%
Discount rate – interest cost	5.4%	3.4%	3.5%
Discount rate – service cost	5.5%	3.5%	3.5%


			2025
	UK	Sweden	Rest of Group 1
Inflation assumption	2.8% 2	1.7%	2.0%
Rate of increase in salaries	– 3	3.2%	3.5%
Rate of increase in pensions in payment	2.7%	1.7%	2.0%
Discount rate – defined benefit obligation 4	5.5%	3.8%	4.3%
Discount rate – interest cost 5	5.1%	3.6%	3.9%
Discount rate – service cost 5	5.7%	3.9%	4.5%

Rest of Group reflects the assumptions in Germany as these have the most material impact on the Group.

The UK inflation assumption includes an allowance for some UK inflation experience over 2025.

Pensionable pay frozen at 30 June 2010 levels following UK fund changes.

Group defined benefit obligation as at 31 December 2025 calculated using discount rates based on market conditions as at 31 December 2025.

2025 interest costs and service costs calculated using discount rates based on market conditions as at 31 December 2024.

The weighted average duration of the post-retirement scheme obligations is approximately 10 years in the UK, 16 years in Sweden and 12 years

for the Rest of the Group (including Germany).

Demographic assumptions

The mortality assumptions are based on country-specific mortality tables. These are compared to actual experience and adjusted where sufficient

data are available. Additional allowance for future improvements in life expectancy is included for all major plans where there is credible data

to support a continuing trend.

The table below illustrates life expectancy assumptions at age 65 for male and female members retiring in 2025 and male and female members

expected to retire in 2045 (2024: 2024 and 2044 respectively).


	Life expectancy assumption for a male member retiring at age 65				Life expectancy assumption for a female member retiring at age 65
Country	2025	2045	2024	2044	2025	2045	2024	2044
UK	23.0	24.3	22.1	23.1	24.2	25.6	23.7	24.8
Sweden	22.8	24.3	21.8	24.1	24.4	25.3	23.9	26.3

In the UK, the Group updated the mortality tables used, reflecting analysis carried out as part of the latest actuarial valuation and adopted the

CMI Core 2024 Mortality Projections Model with core fitting parameters (H=1.0, SK=7.0), an addition to initial rates of improvement of 0.5% p.a.

and a 1.0% p.a. long-term improvement rate. Other demographic assumptions were updated based on analysis carried out as part of the 2025

actuarial valuation. The Group has assumed that 15% of members (2024: 15%) will transfer out of the DB section of the UK Pension Fund at an

average age of 59 (2024: 57).

In Sweden, the Group continues to use the most recently published mortality tables, DUS23, for the year.

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164

Notes to the Group Financial Statements

continued

22 Post-retirement pension and other deﬁned beneﬁt schemes

continued

Risks associated with the Group’s defined benefit pension plans

The UK DB plan accounts for 64% of the Group’s DB obligations and exposes the Group to a number of risks, which the Group monitors and works

with the Trustee to mitigate (noting it is the Trustee who has the remit and ultimate decision making powers). The most significant of which are:


Risk	Description	Mitigation
1 Asset pricing	The Defined Benefit Obligation (DBO) is calculated using a discount	The Trustee invests in a suitably diversified range of asset classes
	rate set with reference to AA-rated corporate bond yields; asset returns	with different return drivers and investment managers. Investment
	that differ from the discount rate will create an element of volatility	strategy will evolve to further improve the expected risk/return
	in the solvency ratio. Approximately 45% of the UK Pension Fund	profile as opportunities arise and funding solvency improves.
	is exposed to growth assets, including global investments, most of
	which are not sterling denominated. Although these growth assets	The Trustee has hedged approximately 87% of unintended non-
	are expected to outperform AA-rated corporate bonds in the long	sterling, overseas currency risk within the UK Pension Fund assets.
	term, they can lead to volatility and mismatching risk in the short term.
	The allocation to growth assets is monitored to ensure it remains
	appropriate given the UK Pension Fund’s long-term objectives and
	risk budget.
2 Interest rate	A decrease in corporate bond yields will increase the present value	The interest rate hedge of the UK Pension Fund is predominantly
	placed on the DBO under IAS 19.	implemented via holding gilts (and gilt repurchase agreements or
		‘gilt repo’) of appropriate duration. This hedge protects to a large
		degree against falls in long-term interest rates and the UK Pension
		Fund is 100% hedged as a percentage of assets at the end of 2025
		(versus target of 100%). Nonetheless, there remain differences in
		the bonds and instruments held by the UK Pension Fund to hedge
		interest rate risk on the statutory and long-term funding basis (gilts
		and ‘gilt repo’) and the bonds included in the yield curve to set the
		DBO discount rate on an IAS 19 basis (AA corporate bonds). As such,
		there remains mismatching risk on an IAS 19 basis should yields on
		gilts diverge compared to AA corporate bonds.
3 Inflation	The majority of the DBO is indexed in line with price inflation (mainly	The UK Pension Fund holds RPI index-linked gilts and ‘gilt repo’.
	inflation as measured by the UK Retail Price Index (RPI) but also for	The inflation hedge of the UK Pension Fund protects to some degree
	some members, a component of pensions is indexed by the UK	against higher-than-expected inflation increases on the DBO and is
	Consumer Price Index (CPI)) and higher inflation will lead to higher	approximately 96% hedged as a percentage of assets at the end of
	liabilities (although, in the vast majority of cases, this is capped at	2025 (versus a target of 100%).
	an annual increase of 5%, known as Limited Price Indexation or LPI).
4 Longevity	The majority of the UK Pension Fund’s obligations are to provide	In 2013, the Trustee entered into a longevity swap to hedge against
	benefits for the life of the member, so increases in life expectancy	the risk of increasing life expectancy over the next circa 70 years.
	will result in an increase in the liabilities.	The swap currently covers approximately 7,500 of the UK Pension
		Fund’s pensioners, equivalent to $2.0bn of Pension Fund liability.
		A one-year increase in life expectancy would result in a $161m
		increase in Pension Fund obligations, which would be partially
		offset by a $81m increase in the value of the longevity swap and
		hence the pension fund assets.
5 Cash flow	The UK Pension Fund is maturing and is cash flow negative. Assets	The Trustee invests in a diversified portfolio of highly liquid assets
and liquidity	are liquidated to meet benefit outgo and potentially from time to	to manage sequencing risk and operates a collateral management
	time, to supplement the collateral pool required to post margin for	policy, maintaining a minimum liquidity ‘buffer’. As at the end of
	derivative holdings.	2025, the buffer is well above recommended regulatory guidelines
		and the minimum thresholds, and can be quickly supplemented in
	There is a risk of the Trustee requesting liquidity support from the	an orderly manner.
	Group to meet margin calls or expenditure, if the liquidity position
	of the UK Pension Fund is not effectively monitored and managed.	At 31 December 2025, 8% of assets are invested in a cash-flow driven
		investment portfolio, consisting of investment-grade corporate bonds.
		The purpose of this portfolio is to generate income to help meet the
		Fund’s benefit outgo. The portfolio is expected to grow over time as
		further de-risking occurs and when attractive pricing points present.

Other risks

There are a number of other risks of administering the UK Pension Fund which the Trustee manages with Group input. Some of the major risks

include counterparty risks from using derivatives (mitigated by using a specialist investment manager to oversee a diversified range of

counterparties of high standing and ensuring positions are collateralised daily). Furthermore, there are operational risks (such as paying out

the wrong benefits) and regulatory risks (such as the UK Government introducing new legislation). These are mitigated so far as possible via

the governance structure in place which oversees and administers the Pension Fund.

Fiduciary Boards who govern the Swedish pension plans also monitor and manage these key risks, where relevant and possible to do so,

in a similar way, by investing in a diversified manner (to mitigate the first risk) and employing a framework to hedge interest rate risk where

practicable (to mitigate the second risk). It is not possible to hedge inflation risk (third risk) nor longevity risk (fourth risk) due to a lack of

available instruments in the local market. As the Swedish plans are less mature and have a longer investment horizon, the fifth risk is not as

significant compared to the UK Pension Fund.

Fiduciary boards are aware of Environmental, Social and Governance (ESG) risks as they pertain to investment policy, and where local regulation

allows, have policies in place to monitor and manage such risks and comply with local legislation and disclosure requirements.

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165

Assets and obligations of defined benefit plans

The assets and obligations of the DB schemes operated by the Group at 31 December 2025, as calculated in accordance with IAS 19, are

shown below.

Scheme assets


									2024
	UK		Sweden		Rest of Group		Total
	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Government bonds 1	1,884	–	–	–	45	–	1,929	–	1,929
Corporate bonds 2	352	–	–	–	6	–	358	–	358
Derivatives 3	–	(355)	–	475	–	–	–	120	120
Investment funds: Listed Equities 4	–	374	–	–	38	23	38	397	435
Investment funds: Absolute Return/Multi Strategy 4	–	1,051	–	420	5	7	5	1,478	1,483
Investment funds: Corporate Bonds/Credit 4	–	601	–	159	182	19	182	779	961
Cash and cash equivalents	32	336	–	2	2	2	34	340	374
Other	–	–	–	–	(6)	194	(6)	194	188
Total fair value of scheme assets 5	2,268	2,007	–	1,056	272	245	2,540	3,308	5,848


									2025
	UK		Sweden		Rest of Group		Total
	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted	Quoted	Unquoted	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Government bonds 1	2,231	–	–	–	2	48	2,233	48	2,281
Corporate bonds 2	387	–	–	–	4	1	391	1	392
Derivatives 3	–	(316)	–	(38)	–	(1)	–	(355)	(355)
Investment funds: Listed Equities 4	–	215	–	–	51	3	51	218	269
Investment funds: Absolute Return/Multi Strategy 4	–	1,021	–	529	–	6	–	1,556	1,556
Investment funds: Corporate Bonds/Credit 4	–	628	–	205	186	–	186	833	1,019
Cash and cash equivalents	–	431	–	626	7	7	7	1,064	1,071
Other	–	–	–	–	1	247	1	247	248
Total fair value of scheme assets 5	2,618	1,979	–	1,322	251	311	2,869	3,612	6,481

Predominantly developed markets in nature.

Predominantly developed markets in nature and investment grade (AAA-BBB).

Includes interest rate swaps, inflation swaps, longevity swaps, equity total return swaps and other contracts. More detail is given in the section Risks associated with the Group’s defined

benefit pension plans from page 164. Derivative fair values are determined by independent third parties.

Investment funds are pooled, commingled vehicles, whereby the pension plan owns units in the fund, alongside other investors. The pension plans invest in a number of investment funds,

including Listed Equities (primarily developed markets with some emerging markets), Corporate Bonds/Credit (a range of investment-grade and non-investment-grade credit) and

Absolute Return/Multi Strategy (actively managed multi-asset exposure both across and within traditional and alternative asset classes). The price of the funds is set by independent

administrators/custodians employed by the investment managers and based on the value of the underlying assets held in the fund. Details of pricing methodology is set out within

internal control reports provided for each fund. Prices are updated daily, weekly or monthly depending upon the frequency of the fund’s dealing.

None of the Group’s own assets were included in the scheme assets (2024: $nil).

Scheme obligations


				2024
	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m
Present value of scheme obligations in respect of:
Active membership	(200)	(543)	(481)	(1,224)
Deferred membership	(667)	(393)	(197)	(1,257)
Pensioners	(3,725)	(572)	(301)	(4,598)
Total value of scheme obligations	(4,592)	(1,508)	(979)	(7,079)


				2025
	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m
Present value of scheme obligations in respect of:
Active membership	(150)	(577)	(532)	(1,259)
Deferred membership	(566)	(431)	(199)	(1,196)
Pensioners	(4,051)	(672)	(302)	(5,025)
Total value of scheme obligations	(4,767)	(1,680)	(1,033)	(7,480)

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Notes to the Group Financial Statements

continued

22 Post-retirement pension and other deﬁned beneﬁt schemes

continued

Net (deficit)/surplus in the scheme


				2024
	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m
Total fair value of scheme assets	4,275	1,056	517	5,848
Total value of scheme obligations	(4,592)	(1,508)	(979)	(7,079)
Deficit in the scheme as recognised in the Consolidated Statement of Financial Position	(317)	(452)	(462)	(1,231)
Included in Non-current other receivables (Note 15)	–	–	99 1	99
Included in Retirement benefit obligations	(317)	(452)	(561)	(1,330)
	(317)	(452)	(462)	(1,231)


				2025
	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m
Total fair value of scheme assets	4,597	1,322	562	6,481
Total value of scheme obligations	(4,767)	(1,680)	(1,033)	(7,480)
Deficit in the scheme as recognised in the Consolidated Statement of Financial Position	(170)	(358)	(471)	(999)
Included in Non-current other receivables (Note 15)	–	–	106 1	106
Included in Retirement benefit obligations	(170)	(358)	(577)	(1,105)
	(170)	(358)	(471)	(999)

Surpluses were recognised in the US, Ireland and Belgium.

Fair value of scheme assets


				2025				2024
	UK	Sweden	Rest of Group	Total	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m	$m	$m	$m	$m
At beginning of year	4,275	1,056	517	5,848	4,759	1,068	652	6,479
Interest income on scheme assets	232	40	17	289	214	33	15	262
Expenses	(5)	–	–	(5)	(5)	–	–	(5)
Actuarial gains/(losses)	61	25	(1)	85	(370)	55	–	(315)
Exchange and other adjustments	304	202	37	543	(67)	(98)	(20)	(185)
Employer contributions	65	57	64	186	66	50	50	166
Participant contributions	1	–	12	13	1	–	12	13
Benefits paid	(336)	(58)	(84)	(478)	(323)	(52)	(76)	(451)
Settlements 1	–	–	–	–	–	–	(116)	(116)
Scheme assets’ fair value at end of year	4,597	1,322	562	6,481	4,275	1,056	517	5,848

The 2024 settlement is the buyout of post-retirement pension plans in Norway and the Netherlands.

The actual return on the plan assets was a gain of $374m (2024: loss of $53m).

Movement in post-retirement scheme obligations


				2025				2024
	UK	Sweden	Rest of Group	Total	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m	$m	$m	$m	$m
Present value of obligations
in scheme at beginning of year	(4,592)	(1,508)	(979)	(7,079)	(5,161)	(1,602)	(1,144)	(7,907)
Current service cost	(5)	(41)	(40)	(86)	(6)	(26)	(40)	(72)
Past service credit/(cost)	32	(5)	(1)	26	(2)	(8)	1	(9)
Participant contributions	(1)	–	(12)	(13)	(1)	–	(12)	(13)
Benefits paid	336	58	84	478	323	52	76	451
Interest expense on post-retirement
scheme obligations	(248)	(55)	(37)	(340)	(231)	(47)	(34)	(312)
Actuarial gains/(losses)	30	149	26	205	416	(23)	2	395
Exchange and other adjustments	(319)	(278)	(87)	(684)	70	146	56	272
Settlements 1	–	–	13	13	–	–	116	116
Present value of obligations
in scheme at end of year	(4,767)	(1,680)	(1,033)	(7,480)	(4,592)	(1,508)	(979)	(7,079)

The 2024 settlement is the buyout of post-retirement pension plans in Norway and the Netherlands.

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The obligations arise from the following plans:


				2025				2024
	UK	Sweden	Rest of Group	Total	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m	$m	$m	$m	$m
Funded – pension schemes 1	(4,758)	(1,678)	(777)	(7,213)	(4,582)	(1,505)	(717)	(6,804)
Funded – post-retirement healthcare	–	–	(67)	(67)	–	–	(78)	(78)
Unfunded – pension schemes 1	–	(2)	(179)	(181)	–	(3)	(167)	(170)
Unfunded – post-retirement healthcare	(9)	–	(10)	(19)	(10)	–	(17)	(27)
Total	(4,767)	(1,680)	(1,033)	(7,480)	(4,592)	(1,508)	(979)	(7,079)

Includes defined benefit pension schemes and other plans, such as lump sum, long-service awards and DC plans with underpins.

Consolidated Statement of Comprehensive Income disclosures

The amounts that have been charged to the Consolidated Statement of Comprehensive Income, in respect of DB schemes for the years ended

31 December 2025 and 31 December 2024, are set out below.


				2025				2024
	UK	Sweden	Rest of Group	Total	UK	Sweden	Rest of Group	Total
	$m	$m	$m	$m	$m	$m	$m	$m
Operating profit
Current service cost	(5)	(41)	(40)	(86)	(6)	(26)	(40)	(72)
Past service credit/(cost)	32	(5)	(1)	26	(2)	(8)	1	(9)
Expenses	(5)	–	–	(5)	(5)	–	–	(5)
Total credit/(charge) to Operating profit	22	(46)	(41)	(65)	(13)	(34)	(39)	(86)
Finance expense
Interest income on scheme assets	232	40	17	289	214	33	15	262
Interest expense on post-retirement
scheme obligations	(248)	(55)	(37)	(340)	(231)	(47)	(34)	(312)
Net interest on post-employment
defined benefit plan liabilities	(16)	(15)	(20)	(51)	(17)	(14)	(19)	(50)
Credit/(charge) before taxation	6	(61)	(61)	(116)	(30)	(48)	(58)	(136)
Other comprehensive income
Difference between the actual return
and the expected return on the post-
retirement scheme assets	61	25	(1)	85	(370)	55	–	(315)
Experience gains/(losses) arising on the
post-retirement scheme obligations	17	60	(18)	59	3	(33)	(10)	(40)
Changes in financial assumptions
underlying the present value of the
post-retirement scheme obligations	87	89	44	220	414	11	11	436
Changes in demographic assumptions	(74)	–	–	(74)	(1)	(1)	1	(1)
Remeasurement of the
defined benefit liability	91	174	25	290	46	32	2	80

Past service cost includes granting early retirement in UK and Sweden.

Total Group pension costs in respect of defined contribution and DB schemes during the year are set out below (see Note 29).


	2025	2024
	$m	$m
Defined contribution plans	553	528
Defined benefit plans − Current service cost and expenses	91	77
Defined benefit plans − Past service (credit)/cost	(26)	9
Pension costs	618	614

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Notes to the Group Financial Statements

continued

22 Post-retirement pension and other deﬁned beneﬁt schemes

continued

Rate sensitivities

The following tables show the US dollar effect of a change in the significant actuarial assumptions used to determine the retirement benefits

obligations in our two main DB pension obligation countries.


		2025		2024
	+0.5%	−0.5%	+0.5%	−0.5%
Discount rate
UK ($m)	219	(238)	219	(239)
Sweden ($m)	116	(129)	110	(126)
Total ($m)	335	(367)	329	(365)


		2025		2024
	+0.5%	−0.5%	+0.5%	−0.5%
Inflation rate 1
UK ($m)	(155)	142	(148)	142
Sweden ($m)	(104)	95	(119)	104
Total ($m)	(259)	237	(267)	246


		2025		2024
	+0.5%	−0.5%	+0.5%	−0.5%
Rate of increase in salaries 2
UK ($m)	n/a	n/a	n/a	n/a
Sweden ($m)	(33)	32	(46)	43
Total ($m)	(33)	32	(46)	43


		2025		2024
	+1 year	−1 year	+1 year	−1 year
Mortality rate 3
UK ($m)	(161) 4	163 5	(178)	175
Sweden ($m)	(58)	58	(74)	54
Total ($m)	(219)	221	(252)	229

Rate of increase in pensions in payment follows inflation. The inflation sensitivity allows for the impact of a change in inflation on salary increases and pension increases (where these

assumptions are inflation-linked).

The salary increase sensitivity reflects the impact of an increase of only salary relative to inflation.

The sensitivity to the life expectancy assumption is estimated based on a revised mortality assumption that extends/reduces the current life expectancy by one year for a particular age.

Of the $161m increase, $81m is covered by the longevity swap.

Of the $163m decrease, $81m is covered by the longevity swap.

The sensitivity to the financial assumptions shown above has been estimated taking into account the approximate duration of the liabilities and

the overall profile of the plan membership.

23 Reserves

Retained earnings

The cumulative amount of goodwill written off directly to reserves resulting from acquisitions, net of disposals, amounted to $603m (2024: $580m;

2023: $595m) using year-end rates of exchange.

At 31 December 2025, 147,547 shares, at a cost of $25m, have been deducted from Retained earnings (2024: 442,342 shares, at a cost of $68m;

2023: 1,580,137 shares, at a cost of $129m) to satisfy future vesting of employee share plans.

There are no significant statutory or contractual restrictions on the distribution of current profits of subsidiaries; undistributed profits of prior years

are, in the main, permanently employed in the businesses of these companies. The undistributed income of AstraZeneca companies overseas

might be liable to overseas taxes and/or UK taxation (after allowing for double taxation relief) if they were to be distributed as dividends (see

Note 5).


	2025	2024	2023
	$m	$m	$m
Cumulative translation differences included within Retained earnings
At 1 January	(4,069)	(3,014)	(3,694)
Foreign exchange arising on consolidation	2,387	(957)	608
Exchange adjustments on goodwill (recorded against Other reserves)	23	(15)	4
Foreign exchange arising on designated liabilities in net investment hedges 1	18	(122)	24
Fair value movements on derivatives designated in net investment hedges	14	39	44
Net exchange movement in Retained earnings	2,442	(1,055)	680
At 31 December	(1,627)	(4,069)	(3,014)

Foreign exchange arising on designated liabilities in net investment hedges includes $(137)m in respect of designated bonds and $155m in respect of designated contingent consideration

and other liabilities. The change in value of designated contingent consideration liabilities relates to $152m in respect of BMS’ share of Global Diabetes Alliance.

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The cumulative loss with respect to costs of hedging is $42m (2024: $43m; 2023: $22m) and the gain during the year was $1m (2024

: loss

of $21m; 2023: loss of $19m).

The balance remaining in the foreign currency translation reserve from net investment hedging relationships for which hedge accounting no

longer applied is a gain of $527m. For further detail relating to hedging balances, please see the Hedge accounting section within Note 28,

from page 176.

Other reserves

The Other reserves arose from the cancellation of £1,255m of share premium account by the Company in 1993 and the redenomination of share

capital of $157m in 1999. The reserves are available for writing off goodwill arising on consolidation and, subject to guarantees given to preserve

creditors at the date of the court order, are available for distribution.

In the prior year, following an amendment to the Employee Benefit Trust (EBT) Deed on 10 June 2024, AstraZeneca obtained control and

commenced consolidation of the EBT. The value of shares held by the consolidated EBTs is reflected as an adjustment against Other reserves.

24 Share capital


			Allotted, called-up and fully paid
	2025	2024	2023
	$m	$m	$m
Issued Ordinary Shares ($0.25 each)	388	388	388
Redeemable Preference Shares (£1 each – £50,000)	–	–	–
At 31 December	388	388	388

The Redeemable Preference Shares carry limited class-voting rights and no dividend rights. This class of shares is capable of redemption at par

at the option of the Company on the giving of seven days’ written notice to the registered holder of the shares.

The Company does not have a limited amount of authorised share capital.

The movements in the number of Ordinary Shares during the year can be summarised as follows:


			No. of shares
	2025	2024	2023
At 1 January	1,550,546,239	1,550,162,626	1,549,800,030
Issue of shares (share schemes)	361,688	383,613	362,596
At 31 December	1,550,907,927	1,550,546,239	1,550,162,626

Share issues

Issue of shares (share schemes) represents share capital issued as part of the Group’s equity incentivisation schemes (see Note 29

Share repurchases

No Ordinary Shares were repurchased by the Company in 2025 (2024: nil; 2023: nil).

Shares held by subsidiaries

At 31 December 2025, AstraZeneca-controlled Employee Benefit Trust arrangements held 147,547 (2024: 442,342) Ordinary Shares in the

Company at a cost of $25m (2024: $68m). The market value of these Ordinary Shares at 31 December 2025 was $27m (2024: $58m). No

comparable arrangements were in place at 31 December 2023.

25 Dividends to shareholders


	2025	2024	2023	2025	2024	2023
	Per share	Per share	Per share	$m	$m	$m
Second interim (March 2025)	$2.10	$1.97	$1.97	3,249	3,052	3,047
First interim (September 2025)	$1.03	$1.00	$0.93	1,597	1,550	1,440
Total	$3.13	$2.97	$2.90	4,846	4,602	4,487

The Company has exercised its authority in accordance with the provisions set out in the Company’s Articles of Association, that the balance

of unclaimed dividends outstanding past 12 years be forfeited. Unclaimed dividends of $nil (2024: $nil; 2023: $nil) have been adjusted for in

Retained earnings in 2025.

The 2024 second interim dividend of $2.10 per share was paid on 24 March 2025. The 2025 first interim dividend of $1.03 per share was paid

on 8 September 2025.

Reconciliation of dividends charged to equity to the Consolidated Statement of Cash Flows:


	2025	2024	2023
	$m	$m	$m
Dividends charged to equity	4,846	4,602	4,487
Exchange losses on payment of dividend	6	3	5
Hedge contracts relating to payment of dividends (Consolidated Statement of Cash Flows)	113	16	(19)
Dividends paid to non-controlling interests	6	4	4
Net movement of unclaimed dividends in the year	–	4	4
Dividends paid (Consolidated Statement of Cash Flows)	4,971	4,629	4,481

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26 Non-controlling interests

The Group Financial Statements at 31 December 2025 reflect equity of $52m (2024: $85m; 2023: $23m) and Total comprehensive income of

$16m (2024: $5m; 2023: $6m) attributable to the non-controlling interests in AstraZeneca Pharma India Limited, P.T. AstraZeneca Indonesia,

AstraZeneca Algeria Pharmaceutical Industries SPA, and VaxNewMo LLC.

On 22 October 2025 AstraZeneca completed the acquisition of the remaining $35m non-controlling interest in SixPeaks Bio AG in exchange

for $248m. The payment was recognised in equity.

27 Acquisitions of business operations

Acquisitions of business operations in 2025

FibroGen China

On 29 August 2025, AstraZeneca completed the acquisition of FibroGen International (Hong Kong) Limited (FibroGen China) and its subsidiaries,

including the existing non-controlling interest in Beijing Falikang Pharmaceutical Co., Ltd. Through this acquisition AstraZeneca obtained control

of all rights to roxadustat in China, including manufacturing in China.

The total consideration fair value of $221m comprised $189m to acquire the equity of FibroGen China, $12m for the purchase of an existing

non-controlling interest in Beijing Falikang Pharmaceutical Co., Ltd, and $20m for the settlement of pre-existing net payables from AstraZeneca

Group to FibroGen China. The transaction was recorded as a business combination under IFRS 3 ‘Business Combinations’ using the acquisition

method of accounting. The purchase price allocation review has been completed. Net assets acquired amounted to $203m, including cash

and cash equivalents of $120m and intangible assets of $50m. FibroGen China’s results were consolidated into the Group’s results from

29 August 2025.

Acquisitions of business operations in 2024

Gracell

On 22 February 2024, AstraZeneca completed the acquisition of Gracell Biotechnologies Inc. (Gracell), a global clinical-stage biopharmaceutical

company developing innovative cell therapies for the treatment of cancer and autoimmune-diseases. Gracell will operate as a wholly-owned

subsidiary of AstraZeneca, with operations in China and the US.

The acquisition enriches AstraZeneca’s growing pipeline of cell therapies with AZD0120 (formerly GC012F), a novel, clinical-stage T-cell

(CAR-T:

therapeutic chimeric antigen receptor) therapy. AZD0120 is a potential new treatment for multiple myeloma, as well as other haematologic

malignancies and autoimmune-diseases, including Systemic Lupus Erythematosus (SLE).

The transaction was recorded as a business combination using the acquisition method of accounting in accordance with IFRS 3. Consequently,

the assets acquired, and liabilities assumed are recorded at fair value. The purchase price allocation review has been completed.


	Fair value
	$m
Intangible assets	1,038
Cash and cash equivalents 1	212
Net deferred tax liability	(260)
Other immaterial net balances	(89)
Total net assets acquired	901
Goodwill	136
Consideration	1,037

Cash and cash equivalents acquired includes $3m relating to marketable securities.

The total consideration fair value of $1,037m comprises cash consideration of $983m and future regulatory milestone-based consideration of

$54m. Intangible assets recognised related to products in development, principally AZD0120, and were fair valued using the multi-period excess

earnings method, which uses several estimates regarding the amount and timing of future cash flows. The key assumptions in the cash flows

were the probability of technical and regulatory success, peak year sales and revenue erosion profiles.

The net deferred tax liability of $260m principally arose from the deferred tax impact of the uplift in fair value of intangible assets.

Goodwill of $136m was recognised, which principally comprised the premium attributable to the core technological capabilities and knowledge

base of the company. Goodwill was not expected to be deductible for tax purposes.

Gracell’s results were consolidated into the Group’s results from 22 February 2024.

Fusion

On 4 June 2024, AstraZeneca completed the acquisition of Fusion Pharmaceuticals Inc., (Fusion) a clinical-stage biopharmaceutical company

developing next-generation radioconjugates. The acquisition marked a major step forward in AstraZeneca delivering on its ambition to transform

cancer treatment and outcomes for patients by replacing traditional regimens like chemotherapy and radiotherapy with more targeted

treatments. As a result of the acquisition, Fusion became a wholly owned subsidiary of AstraZeneca, with operations in Canada and the US.

Immediately prior to the acquisition, AstraZeneca held approximately 1% shareholding in Fusion considered to have a fair value of $24m.

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This acquisition complemented AstraZeneca’s leading oncology portfolio with the addition of the Fusion pipeline of radioconjugates, including

their most advanced programme, FPI-2265, a potential new treatment for patients with metastatic castration

-resistant prostate cancer (mCRPC),

and brings new expertise and pioneering R&D, manufacturing and supply chain capabilities in actinium-based radioconjugates to AstraZeneca.

The transaction was recorded as a business combination using the acquisition method of accounting in accordance with IFRS 3. Consequently,

the assets acquired, and liabilities assumed were recorded at fair value. The purchase price allocation review was completed.


	Fair value
	$m
Intangible assets	1,326
Cash and cash equivalents	30
Current investments	87
Net deferred tax liability	(246)
Other immaterial net balances	51
Total net assets acquired	1,248
Goodwill	947
Consideration	2,195

The total consideration fair value of $2,195m included cash consideration of $2,027m (net of $24m proceeds from disposal of the existing

approximately 1% shareholding) and future regulatory milestone-based consideration of $144m. Intangible assets relating to products in

development comprised the FPI-2265 ($848m), FPI-2059 ($165m) and AZD2068 ($313m) programmes. These were fair valued using the

multi-period excess earnings method, which uses several estimates regarding the amount and timing of future cash flows. The key assumptions

in the cash flows were the probability of technical and regulatory success, peak year sales and revenue erosion profiles.

The net deferred tax liability of $246m principally arose from the deferred tax impact of the uplift in fair value of intangible assets.

Goodwill amounting to $947m was recognised on acquisition and was underpinned by a number of elements, which individually could not be

quantified. These included the premium attributable to a pre-existing, well positioned business in the innovation intensive biopharmaceuticals

market with a highly skilled workforce, unidentified potential products that future research and development may yield, and the core capabilities

and knowledge base of the company including radioisotope supply and manufacturing expertise. Goodwill was not expected to be deductible

for tax purposes.

Fusion’s results were consolidated into the Group’s results from 4 June 2024.

In December 2024, the intangible asset relating to product in development FPI-2059 was fully impaired by $165m due to decisions made to

terminate the related activities and prioritise resources on the development of FPI-2265 and AZD2068 (see Note 11).

28 Financial risk management objectives and policies

The Group’s principal financial instruments, other than derivatives, comprise bank overdrafts, loans and other borrowings, lease liabilities, current

and non-current investments, cash and short-term deposits. The main purpose of these financial instruments is to manage the Group’s funding

and liquidity requirements. The Group has other financial assets and liabilities such as trade receivables and trade payables, which arise directly

from its operations.

The principal financial risks to which the Group is exposed are those of liquidity, interest rate, foreign currency and credit. Each of these is

managed in accordance with Board-approved policies. These policies, together with the Group’s approach to capital management, are set

out below.

Capital management

The capital structure of the Group consists of Shareholders’ equity (Note 24), Debt (Note 19), Other current investments (Note 13

) and Cash

(Note 18). For the foreseeable future, the Board will maintain a capital structure that supports the Group’s strategic objectives through:

•

managing funding and liquidity risk

•

optimising shareholder return

•

maintaining a strong, investment-grade credit rating.

The Group utilises factoring arrangements and bank acceptance draft discounting for selected trade receivables. These arrangements qualify

for full derecognition of the associated trade receivables under IFRS 9 ‘Financial Instruments’. Amounts due on invoices that have not been

factored at year end, from customers that are subject to these arrangements, are disclosed in Note 17.

Funding and liquidity risk are reviewed regularly by the Board and managed in accordance with the policies described below.

The Board regularly reviews its shareholders’ distribution policy, which comprises a regular cash dividend and potentially a share repurchase

component. No share repurchases have been made since 2012.

The Group’s net debt position (loans and borrowings net of Cash and cash equivalents, Other investments and Derivative financial instruments)

has decreased by $1,196m from a net debt position of $24,570m at the beginning of the year to a net debt position of $23,374m at 31 December

2025. Gross debt decreased from $30,295m to $29,622m, principally due to the repayment of $2,029m debt, partially offset by an increase

of $692m resulting from foreign currency movements.

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Notes to the Group Financial Statements

continued

28 Financial risk management objectives and policies

continued

Liquidity risk

The Board reviews the Group’s ongoing liquidity risks annually as part of the planning process and on an ad hoc basis. The Board considers

short-term requirements against available sources of funding, taking into account forecast cash flows. The Group manages liquidity risk by

maintaining access to a number of sources of funding which are sufficient to meet anticipated funding requirements. Specifically, the Group uses

US and European commercial paper, bank loans, committed bank facilities and cash resources to manage short-term liquidity and manages

long-term liquidity by raising funds through the capital markets. At 31 December 2025, the Group was assigned short-term credit ratings of

P-1 by Moody’s and A-1 by Standard and Poor’s. The Group’s long

-term credit rating was A1 by Moody’s and A+ by Standard and Poor’s.

In addition to Cash and cash equivalents of $5,711m, short-term fixed income investments of $8m, less overdrafts of $13m at 31 December 2025,

the Group has committed bank facilities of $4,875m available to manage liquidity. These committed bank facilities have no financial covenants.

The Group regularly monitors the credit standing of the banks providing the facilities and currently does not anticipate any issue with drawing

on the committed facilities should this be necessary. Advances under these facilities currently bear an interest rate per annum based on Secured

Overnight Financing Rate (SOFR), plus a margin.

At 31 December 2025, the Group has $5,733m outstanding from debt issued under a Euro Medium Term Note programme and $21,369m under

an SEC-registered programme. The funds made available under these facility agreements may be used for the general corporate purposes of

the Group.

The maturity profile of the anticipated future contractual cash flows including interest in relation to the Group’s financial liabilities, on an

undiscounted basis, which therefore differs from both the carrying value and fair value, is as follows:


	Bank				Total non-	Derivative	Derivative	Total
	overdrafts			Trade	derivative	financial	financial	derivative
	and other	Bonds and	Lease	and other	financial	instruments	instruments	financial
	loans	bank loans	liabilities	payables	instruments	receivable	payable	instruments	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Within one year	345	3,045	396	22,501	26,287	(16,227)	16,282	55	26,342
In one to two years	–	3,437	345	1,086	4,868	(207)	250	43	4,911
In two to three years	–	3,670	266	105	4,041	(917)	956	39	4,080
In three to four years	–	3,978	170	750	4,898	(941)	1,044	103	5,001
In four to five years	–	3,780	117	–	3,897	(627)	489	(138)	3,759
In more than five years	–	19,929	406	–	20,335	(2,437)	2,583	146	20,481
	345	37,839	1,700	24,442	64,326	(21,356)	21,604	248	64,574
Effect of interest	(15)	(9,173)	–	–	(9,188)	808	(1,068)	(260)	(9,448)
Effect of discounting, fair values and issue costs	–	(153)	(248)	(207)	(608)	36	(95)	(59)	(667)
31 December 2024	330	28,513	1,452	24,235	54,530	(20,512)	20,441	(71)	54,459


	Bank				Total non-	Derivative	Derivative	Total
	overdrafts			Trade	derivative	financial	financial	derivative
	and other	Bonds and	Lease	and other	financial	instruments	instruments	financial
	loans	bank loans	liabilities	payables	instruments	receivable	payable	instruments	Total
	$m	$m	$m	$m	$m	$m	$m	$m	$m
Within one year	669	3,495	450	25,282	29,896	(17,182)	17,205	23	29,919
In one to two years	–	3,784	388	473	4,645	(1,031)	944	(87)	4,558
In two to three years	–	4,097	292	1,425	5,814	(1,052)	1,035	(17)	5,797
In three to four years	–	3,898	199	508	4,605	(637)	481	(156)	4,449
In four to five years	–	3,368	156	166	3,690	(849)	1,516	667	4,357
In more than five years	–	16,906	599	–	17,505	(1,913)	2,596	683	18,188
	669	35,548	2,084	27,854	66,155	(22,664)	23,777	1,113	67,268
Effect of interest	(25)	(8,223)	–	–	(8,248)	752	(2,370)	(1,618)	(9,866)
Effect of discounting, fair values and issue costs	–	(150)	(281)	(195)	(626)	10	(12)	(2)	(628)
31 December 2025	644	27,175	1,803	27,659	57,281	(21,902)	21,395	(507)	56,774

It is not expected that the cash flows in the maturity profile could occur significantly earlier or at significantly different amounts, with the

exception of $550m of Contingent consideration held within Trade and other payables (see Note 20).

Market risk

Interest rate risk

The Group maintains a Board-approved mix of fixed and floating rate debt and uses underlying debt, interest rate swaps and forward rate

agreements to manage this mix.

The majority of surplus cash is currently invested in US dollar liquidity funds.

The interest rate profile of the Group’s interest-bearing financial instruments is set out below. In the case of current and non-current financial

liabilities, the profile includes the impact of interest rate swaps which convert the debt to floating rate.

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			2025			2024
	Fixed rate	Floating rate	Total	Fixed rate	Floating rate	Total
	$m	$m	$m	$m	$m	$m
Financial liabilities
Current	2,842	644	3,486	2,346	330	2,676
Non-current	24,502	1,634	26,136	26,151	1,468	27,619
Total	27,344	2,278	29,622	28,497	1,798	30,295
Financial assets
Cash collateral pledged to counterparties	–	22	22	–	129	129
Cash and cash equivalents	–	5,711	5,711	–	5,488	5,488
Total	–	5,733	5,733	–	5,617	5,617

In addition to the financial assets above, there are $13,988m (2024: $11,115m) of other current and non-current asset investments and other

financial assets.

The Group is also exposed to market risk on other investments.


	2025	2024
	$m	$m
Equity securities at fair value through Other comprehensive income (Note 13)	2,212	1,632
Equity securities at fair value through profit and loss (Note 13)	11	–
Total	2,223	1,632

Foreign currency risk

The US dollar is the Group’s most significant currency. As a consequence, the Group results are presented in US dollars and exposures are

managed against US dollars accordingly.

Translational

Approximately 59% of Group Total Revenue in 2025 was denominated in currencies other than the US dollar, while a significant proportion

of manufacturing and research and development costs were denominated in pound sterling and Swedish krona. Surplus cash generated by

business units is substantially converted to, and held centrally in, US dollars. As a result, operating profit and total cash flow in US dollars will

be affected by movements in exchange rates. This currency exposure is managed centrally, based on forecast cash flows. The impact of

movements in exchange rates is mitigated significantly by the correlations which exist between the major currencies to which the Group is

exposed and the US dollar. Monitoring of currency exposures and correlations is undertaken on a regular basis and hedging is subject to

pre-execution approval.

As at 31 December 2025, before the impact of derivatives or other forms of hedging, the Group held $564m of interest-bearing loans and

borrowings denominated in pound sterling and $5,620m denominated in euros.

Hedging arrangements for these loans are summarised in the table below:


			2025			2024
	Euro	Pound sterling		Euro	Pound sterling
	denominated	denominated	Total	denominated	denominated	Total
	$m	$m	$m	$m	$m	$m
Interest-bearing loans
In a net investment hedge 1	936	469	1,405	829	438	1,267
In a cash flow hedge 2	2,694	–	2,694	2,387	–	2,387
In a fair value hedge 2	1,634	–	1,634	1,468	–	1,468
Not in a designated IFRS 9 hedge	356	95	451	192	110	302
Total	5,620	564	6,184	4,876	548	5,424

Hedges of underlying net euro and pound sterling investments of the same amount as the loan.

Loans in cash flow and fair value hedges are hedged by cross-currency swaps of the same notional value as the loan.

For further details of all designated hedging relationships, please refer to the Hedge accounting section within this Note 28, from page 176.

The accounting treatment for any hedge ineffectiveness is disclosed in the Bank and other borrowings accounting policy from page 134 and

the Foreign currencies accounting policy on page 135 within Group Accounting Policies.

As at 31 December 2025, the Group operates in three countries designated as hyperinflationary, being Argentina, Venezuela and Turkey. The

foreign exchange risk of these markets has been assessed and deemed to be immaterial.

Transactional

The Group aims to hedge all its forecasted major transactional currency exposures on working capital balances, which typically extend for up to

three months. Where practicable, these are hedged using forward foreign exchange contracts. In addition, external dividend payments in pound

sterling to UK shareholders and in Swedish krona to Swedish shareholders are fully hedged from announcement date to payment date. Foreign

exchange gains and losses on forward contracts transacted for transactional hedging are taken to profit and loss or to Other comprehensive

income if the contract is in a designated cash flow hedge.

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Notes to the Group Financial Statements

continued

28 Financial risk management objectives and policies

continued

Sensitivity analysis

The sensitivity analysis set out below summarises the sensitivity of the market value of our financial instruments to hypothetical changes in

market rates and prices. The range of variables chosen for the sensitivity analysis reflects our view of changes which are reasonably possible

over a one-year period. Market values are the present value of future cash flows based on market rates and prices at the valuation date. For

long-term debt, an increase in interest rates results in a decline in the fair value of debt.

The sensitivity analysis assumes an instantaneous 100 basis point change in interest rates in all currencies from their levels at 31 December 2025,

with all other variables held constant. Based on the composition of our debt portfolio and cash reserves as at 31 December 2025, a 1% increase

in interest rates would result in an additional $23m in interest expense on the debt and an additional $57m interest income on the cash reserves.

The exchange rate sensitivity analysis assumes an instantaneous 10% change in foreign currency exchange rates from their levels at 31 December

2025, with all other variables held constant. The +10% case assumes a 10% strengthening of the US dollar against all other currencies and the

-10% case assumes a 10% weakening of the US dollar.

Each incremental 10% movement in foreign currency exchange rates would have approximately the same effect as the initial 10% detailed in the

table below and each incremental 1% change in interest rates would have approximately the same effect as the 1% detailed in the table below.


		Interest rates		Exchange rates
31 December 2024	+1%	−1%	+10%	−10%
Increase/(decrease) in fair value of financial instruments ($m)	1,407	(1,561)	11	(20)
Impact on profit: (loss)/gain ($m)	–	–	(117)	133
Impact on equity: gain/(loss) ($m)	–	–	128	(152)


		Interest rates		Exchange rates
31 December 2025	+1%	−1%	+10%	−10%
Increase/(decrease) in fair value of financial instruments ($m)	1,266	(1,406)	88	(111)
Impact on profit: (loss)/gain ($m)	–	–	(13)	16
Impact on equity: gain/(loss) ($m)	–	–	101	(126)

Credit risk

The Group is exposed to credit risk on financial assets, such as cash investments, derivative instruments, and Trade and other receivables.

The Group was also exposed in its Net asset position to its own credit risk in respect of the 2023 debentures which were accounted for at FVPL.

Under IFRS 9, the effect of the losses and gains arising from own credit risk on the fair value of bonds designated at FVPL are recorded in Other

comprehensive income.

Financial counterparty credit risk

The majority of the Group’s cash is centralised within the Group treasury entity and is subject to counterparty risk on the principal invested. The

level of the Group’s cash investments and hence credit risk will depend on the cash flow generated by the Group and the timing of the use of

that cash. The credit risk is mitigated through a policy of prioritising security and liquidity over return and, as such, cash is only invested in

high credit-quality investments. Counterparty limits are set according to the assessed risk of each counterparty and exposures are monitored

against these limits on a regular basis.

The Group’s principal financial counterparty credit risks at 31 December were as follows:

Current assets


	2025	2024
	$m	$m
Cash at bank and in hand	1,332	1,215
Money market liquidity funds	4,224	4,177
Other short-term cash equivalents	155	96
Total Cash and cash equivalents (Note 18)	5,711	5,488
Fixed income securities at fair value through profit or loss (Note 13)	8	37
Cash collateral pledged to counterparties (Note 13)	22	129
Total derivative financial instruments (Note 14)	90	54
Current assets subject to credit risk	5,831	5,708

Non-current assets


	2025	2024
	$m	$m
Derivative financial instruments (Note 14)	498	182
Non-current assets subject to credit risk	498	182

The majority of the Group’s cash is invested in US dollar AAA-rated money market liquidity funds. The money market liquidity fund portfolios are

managed by six external third-party fund managers to maintain an AAA rating. The Group’s investments represent no more than 15% of each

overall fund value. There were no other significant concentrations of financial credit risk at the reporting date.

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175

All financial derivatives are transacted with commercial banks, in line with standard market practice. The Group has agreements with some bank

counterparties whereby the parties agree to post cash collateral, for the benefit of the other, equivalent to the market valuation of the derivative

positions above a predetermined threshold. The carrying value of such cash collateral held by the Group at 31 December 2025 was $473m

(2024: $181m) and the carrying value of such cash collateral posted by the Group at 31 December 2025 was $22m (2024: $129m). Cash collateral

held by the Group is unencumbered.

The impairment provision for other financial assets at 31 December 2025 was immaterial (2024: immaterial).

Offsetting of financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position where there is both

a legally enforceable right and an intention to settle the balances on a net basis. There are also arrangements that would not normally meet

the requirement for offsetting but may be offset in certain circumstances such as the termination of a contract or bankruptcy.

The tables below show the impact on the Consolidated Statement of Financial Position if all offset rights were exercised by the Group or its

financial counterparties.


				Related amounts not offset
	Gross	Subject to	Financial
	financial	master netting	instrument	Net
	assets/(liabilities)	agreement	collateral	amount
31 December 2024	$m	$m	$m	$m
Financial assets
Derivatives	236	(45)	(169)	22
Other investments 1	129	–	(112)	17
Total assets	365	(45)	(281)	39
Financial liabilities
Derivatives	(165)	45	112	(8)
Other payables 1	(181)	–	169	(12)
Total liabilities	(346)	45	281	(20)


				Related amounts not offset
	Gross	Subject to	Financial
	financial	master netting	instrument	Net
	assets/(liabilities)	agreement	collateral	amount
31 December 2025	$m	$m	$m	$m
Financial assets
Derivatives	588	(63)	(448)	77
Other investments 1	22	–	(17)	5
Total assets	610	(63)	(465)	82
Financial liabilities
Derivatives	(81)	63	17	(1)
Other payables 1	(473)	–	448	(25)
Total liabilities	(554)	63	465	(26)

Balances are collateral pledged/received.

Trade receivables

Trade receivable exposures are managed locally in the operating units where they arise and credit limits are set as deemed appropriate for the

customer. The Group is exposed to customers ranging from government-backed agencies and large private wholesalers to privately-owned

pharmacies, and the underlying local economic and sovereign risks vary throughout the world. Where appropriate, the Group endeavours to

minimise risks by the use of trade finance instruments such as letters of credit and insurance. The Group applies the expected credit loss

approach to establish an allowance for impairment that represents its estimate of expected losses in respect of Trade receivables.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance to Trade

receivables. To measure expected credit losses, Trade receivables have been grouped based on shared credit characteristics and the days past due.

The expected loss rates are based on payment profiles over a period of 36 months before 31 December 2025 or 31 December 2024 respectively

and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and

forward-looking information on macroeconomic factors affecting the ability of the customer to settle the receivables.

On that basis, the loss allowance was determined as follows:


		0-90 days	90-180 days	Over 180 days
31 December 2024	Current	past due	past due	past due	Total
Expected loss rate	0.01%	0.6%	3.5%	7.0%
Gross carrying amount ($m)	7,679	171	86	399	8,335
Loss allowance ($m)	1	1	3	28	33


		0-90 days	90-180 days	Over 180 days
31 December 2025	Current	past due	past due	past due	Total
Expected loss rate	0.03%	1.8%	3.9%	10.8%
Gross carrying amount ($m)	9,529	272	128	360	10,289
Loss allowance ($m)	3	5	5	39	52

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Notes to the Group Financial Statements

continued

28 Financial risk management objectives and policies

continued

Trade receivables are written off where there is no reasonable expectation of recovery.

Impairment losses on Trade receivables are presented as net impairment losses within Operating profit, any subsequent recoveries are credited

against the same line.

In the US, sales to three wholesalers accounted for approximately 78% (2024: 74%; 2023: 80%) of US sales.

The movements of the Group expected credit losses provision are as follows:


	2025	2024	2023
	$m	$m	$m
At 1 January	33	45	59
Net movement recognised in the Consolidated Statement of Comprehensive Income	20	(3)	(14)
Amounts utilised, exchange and other movements	(1)	(9)	–
At 31 December	52	33	45

Given the profile of our customers, including large wholesalers and government-backed agencies, no further credit risk has been identified with

the Trade receivables not past due other than those balances for which an allowance has been made.

Hedge accounting

The Group uses foreign currency borrowings, foreign currency forwards and swaps, currency options, interest rate swaps and cross-currency

interest rate swaps for the purpose of hedging its foreign currency and interest rate risks. The Group may designate certain financial instruments

as fair value hedges, cash flow hedges or net investment hedges in accordance with IFRS 9. Hedge effectiveness is determined at the inception

of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between

the hedged item and hedging instrument. Sources of hedge effectiveness will depend on the hedge relationship designation but may include:

•

a significant change in the credit risk of either party to the hedging relationship

•

a timing mismatch between the hedging instrument and the hedged item

•

movements in foreign currency basis spread for derivatives in a fair value hedge

•

a significant change in the value of the foreign currency-denominated net assets of the Group in a net investment hedge.

The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged

item to determine their relative weighting. For all of the Group’s existing hedge relationships, the hedge ratio has been determined as 1:1.

Designated hedges are expected to be effective and therefore the impact of ineffectiveness on profit and loss is not expected to be material.

The accounting treatment for fair value hedges and debt designated as FVPL is disclosed in the Bank and other borrowings accounting policy

in the Group Accounting Policies section from page 134.

The following table represents the Group’s continuing designated hedge relationships under IFRS 9.

2023


			Other comprehensive income
					Fair value
			Opening	Fair value	(gain)/loss	Closing
			balance	(gain)/loss	recycled to	balance
	Nominal	Carrying	1 January	deferred	the Income	31 December	Average	Average
	amounts in	value	2023	to OCI	statement	2023	maturity	USD FX	Average pay
	local currency	$m	$m	$m	$m	$m	year	rate	interest rate
Cash flow hedges – foreign currency
and interest rate risk 1, 3
Cross-currency interest rate swaps – Euro bonds	EUR 3,200m	49	34	(210)	139	(37)	2027	1.10	USD 3.80%
FX Forwards − short-term FX risk	USD 2,009m	15	12	(33)	6	(15)	2024	–	–
Net investment hedge – foreign exchange risk 2, 3
Transactions matured pre-2023		–	(527)	–	–	(527)	–	–	–
Cross-currency interest rate swap – JPY investment	JPY 58.3bn	100	(55)	(45)	–	(100)	2029	108.03	JPY 1.53%
Cross-currency interest rate swap – CNY investment	CNY 458m	(1)	4	(3)	–	1	2026	6.68	CNY 4.80%
Foreign currency borrowing – GBP investment	GBP 350m	444	(288)	24	–	(264)	2031	n/a	GBP 5.75%
Foreign currency borrowing – EUR investment 5	EUR 800m	881	(102)	33	–	(69)	2029	n/a	EUR 0.38%
Contingent consideration liabilities and Acerta Pharma share
purchase liability – AZUK and AZAB USD investments	USD 1,937m	(1,937)	2,216	(81)	–	2,135	–	–	–

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177

2024


			Other comprehensive income
					Fair value
			Opening	Fair value	(gain)/loss	Closing
			balance	(gain)/loss	recycled to	balance
	Nominal	Carrying	1 January	deferred	the Income	31 December	Average	Average
	amounts in	value	2024	to OCI	statement	2024	maturity	USD FX	Average pay
	local currency	$m	$m	$m	$m	$m	year	rate	interest rate
Cash flow hedges – foreign currency
and interest rate risk 1, 3
Cross-currency interest rate swaps – Euro bonds	EUR 2,300m	(36)	(37)	151	(180)	(66)	2029	1.08	USD 4.24%
FX Forwards − short-term FX risk	USD 2,252m	4	(15)	8	3	(4)	2025	–	–
Net investment hedge – foreign exchange risk 2, 3
Transactions matured pre-2024		–	(527)	–	–	(527)	–	–	–
Cross-currency interest rate swap – JPY investment	JPY 58.3bn	146	(100)	(45)	–	(145)	2029	108.03	JPY 1.53%
Cross-currency interest rate swap – CNY investment	CNY 458m	2	1	(4)	–	(3)	2026	6.68	CNY 4.80%
Foreign currency borrowing – GBP investment	GBP 350m	438	(264)	(7)	–	(271)	2031	n/a	GBP 5.75%
Foreign currency borrowing – EUR investment 5	EUR 800m	829	(69)	(52)	–	(121)	2029	n/a	EUR 0.38%
Contingent consideration liabilities and Acerta Pharma share
purchase liability – AZUK and AZAB USD investments	USD 1,367m	(1,367)	2,135	181	–	2,316	–	–	–

2025


			Other comprehensive income
					Fair value
			Opening	Fair value	(gain)/loss	Closing
			balance	(gain)/loss	recycled to	balance
	Nominal	Carrying	1 January	deferred	the Income	31 December	Average Average
	amounts in	value	2025	to OCI	statement	2025 maturity		USD FX	Average pay
	local currency	$m	$m	$m	$m	$m	year	rate	interest rate
Cash flow hedges – foreign currency
and interest rate risk 1, 3, 4
Cross-currency interest rate swaps – Euro bonds	EUR 2,300m	203	(66)	(242)	305	(3)	2029	1.08	USD 4.24%
FX Forwards − short-term FX risk	USD 1,769m	6	(4)	(11)	9	(6)	2026	–	–
Net investment hedge – foreign exchange risk 2, 3
Transactions matured pre-2025		–	(527)	–	–	(527)	–	–	–
Cross-currency interest rate swap – JPY investment	JPY 58.3bn	171	(145)	(26)	–	(171)	2029	108.03	JPY 1.53%
Cross-currency interest rate swap – CNY investment	CNY 458m	2	(3)	1	–	(2)	2026	6.68	CNY 4.80%
Foreign currency borrowing – GBP investment	GBP 350m	469	(271)	31	–	(240)	2031	n/a	GBP 5.75%
Foreign currency borrowing – EUR investment 5	EUR 800m	936	(121)	106	–	(15)	2029	n/a	EUR 0.38%
Contingent consideration liabilities –
AZUK and AZAB USD investments	USD 323m	(323)	2,316	(155)	–	2,161	–	–	–

Hedge ineffectiveness recognised on swaps designated in a cash flow hedge during the period was $nil (2024: $nil; 2023: $nil).

Hedge ineffectiveness recognised on swaps designated in a net investment hedge during the period was $nil (2024: $nil; 2023: $nil).

Fair value movements on cross-currency interest rate swaps in cash flow hedge and net investment hedge relationships are shown inclusive of the impact of costs of hedging.

Nominal amount of FX forwards in a cash flow hedge of $1,769m represents the USD equivalent notional of the FX forwards. By currency, the nominal amounts were SEK 8,319m at FX rate

9.2158, JPY 14,730m at 156.57, GBP 243m at 0.7430, CNY 1,926m at 6.9901 and EUR 144m at 0.9605. All FX forwards in a cash flow hedge mature on 27 January 2026.

The EUR 800m 0.375% 2029 Non-callable bond is designated in a net investment hedge of the foreign currency exposure in relation to an equivalent amount of EUR-denominated net assets.

Key controls applied to transactions in derivative financial instruments are to use only instruments where good market liquidity exists, to revalue

all financial instruments regularly using current market rates and to sell options only to offset previously purchased options or as part of a risk

management strategy. The Group is not a net seller of options, and does not use derivative financial instruments for speculative purposes.

The table below summarises the change in the fair value of hedging instruments and the hedged item designated in a fair value hedging

relationship used to calculate ineffectiveness in the period.


		Change in	Change in
		fair value	fair value
		of hedging	of hedged	Hedge
	Nominal	instrument used	item used	ineffectiveness
	amounts in	to calculate	to calculate	recognised in
As at 31 December 2024	currency	ineffectiveness	ineffectiveness	profit and loss
Interest rate and foreign currency risk on finance debt	EUR 1,400m	(56)	54	(2)


		Change in	Change in
		fair value	fair value
		of hedging	of hedged	Hedge
	Nominal	instrument used	item used	ineffectiveness
	amounts in	to calculate	to calculate	recognised in
As at 31 December 2025	currency	ineffectiveness	ineffectiveness	profit and loss
Interest rate and foreign currency risk on finance debt	EUR 1,400m	172	(168)	4

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Annual Report & Form 20-F Information 2025

178

Notes to the Group Financial Statements

continued

29 Employee costs and share plans for employees

Employee costs

The monthly average number of people, to the nearest hundred, employed by the Group is set out in the table below. In accordance with the

Companies Act 2006, this includes part-time employees.


	2025	2024	2023
Employees
UK	10,600	11,100	10,700
Rest of Europe	26,900	25,500	23,000
The Americas	25,200	24,700	22,400
Asia, Africa & Australasia	32,400	31,600	30,300
Continuing operations	95,100	92,900	86,400

Geographical distribution described in the table above is by location of legal entity employing staff. Certain staff will undertake some or all of

their activity in a different location.

The number of people employed by the Group at the end of 2025 was 96,100 (2024: 94,300; 2023: 89,900).

The costs incurred during the year in respect of these employees were:


	2025	2024	2023
	$m	$m	$m
Wages and salaries	10,974	10,340	9,341
Social security costs	1,348	1,224	1,100
Pension costs	618	614	537
Other employment costs	1,608	1,531	1,357
Total	14,548	13,709	12,335

Severance costs of $190m are not included above (2024: $283m; 2023: $123m).

The charge for share-based payments in respect of share plans is $719m (2024: $660m; 2023: $579m). During 2025, payments totalling $521m

(2024: $81m) made to the EBT for the purchase of shares are recognised within financing cashflows. Prior to an amendment to the EBT on

10 June 2024, after which AstraZeneca obtained control and commenced consolidation of the EBT, $354m of payments to the EBT were

recognised during 2024 within operating cash flows. The plans are equity settled.

Bonus and share plans

In the US, there are two employee short-term, cash settled, performance bonus plans in operation. In addition, the AstraZeneca Performance

Share Plan and the AstraZeneca Global Restricted Share Plan, which are both equity settled, operate in respect of relevant employees in the US.

The AstraZeneca UK Performance Bonus Plan

Employees of participating AstraZeneca UK companies are invited to participate in this cash settled bonus plan.

The AstraZeneca UK All-Employee Share Plans

AstraZeneca Share Incentive Plan (SIP)

The Company offers UK employees the opportunity to buy Partnership Shares (Ordinary Shares). Employees may invest up to £150 a month to

purchase Partnership Shares in the Company at the current market value. One Matching Share is awarded for every four Partnership Shares

purchased. Partnership Shares and Matching Shares are held in the HM Revenue & Customs (HMRC)-approved All

-Employee Share Plan. New

shares are issued for the purposes of the All-Employee Share Plan.

AstraZeneca Sharesave Plan

The Company provides UK employees with the opportunity to participate in the HMRC-approved Sharesave Plan. Employees can choose

between a 3-year or 5-year savings contract, allowing them to contribute a minimum of £5 and a maximum of £500 per month. At the end of

the savings term, participants have the option to purchase AstraZeneca shares at a predetermined share price.

Sweden

Bonuses are paid 50% into a fund investing in AstraZeneca equities and 50% in cash, with the exception of certain senior management who

are paid 100% in cash.

Other bonus and share plans that operate across the Group are described below.

The AstraZeneca Executive Annual Bonus Scheme

This scheme is a performance bonus scheme for Directors and senior employees who do not participate in the AstraZeneca UK Performance

Bonus Plan. Annual bonuses are paid in cash and reflect both corporate and individual performance measures. The Remuneration Committee

has discretion to reduce or withhold bonuses if business performance falls sufficiently short of expectations in any year such as to make the

payment of bonuses inappropriate.

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Annual Report & Form 20-F Information 2025

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The AstraZeneca Deferred Bonus Plan

A portion of the bonus earned under the AstraZeneca Executive Annual Bonus Scheme is deferred into AstraZeneca shares in the Company for

a period of three years. The plan currently operates only in respect of Executive Directors and members of the SET (with awards granted as

AstraZeneca ADRs for members of the SET employed within the US). Awards of shares under this plan are typically made in March each year.

The AstraZeneca Performance Share Plan

This plan was approved by shareholders in 2020 for a period of 10 years, and subsequently amended by approval of shareholders in 2021 and

2024. Generally, awards can be granted at any time, but not during a closed period of the Company. Awards granted under the plan vest after

three years, or in the case of Executive Directors and members of the SET, after an additional two-year holding period, and is subject to the

achievement of performance conditions. For awards granted to all participants in 2025, vesting is subject to a combination of measures focused

on science and innovation, revenue growth, financial performance and carbon reduction. The Remuneration Committee has responsibility for

agreeing any awards under the plan and for setting the policy for the way in which the plan should be operated, including agreeing performance

targets and which employees should be eligible to participate.

The AstraZeneca Global Restricted Stock Plan

The Global Restricted Stock Plan (GRSP) was introduced in 2010. This plan provides for the grant of restricted stock unit (RSU) awards to

selected below SET-level employees and is used in conjunction with the AstraZeneca Performance Share Plan to provide a mix of RSUs and

performance share units (PSUs). Awards typically vest on the third anniversary of the date of grant and are contingent on continued employment

with the Company. The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the

way in which the plan should be operated.

The AstraZeneca Restricted Share Plan

This plan was introduced in 2008 and provides for the grant of restricted stock unit (RSU) awards to key employees, excluding Executive Directors.

Awards are made on an ad hoc basis with variable vesting dates. The plan has been used four times in 2025 to make awards to 1,503 employees.

The Remuneration Committee has responsibility for agreeing any awards under the plan and for setting the policy for the way in which the plan

should be operated.

The AstraZeneca Extended Incentive Plan

This plan was introduced in 2018 and provides for the grant of awards to key employees, excluding Executive Directors. Awards are made on

an ad hoc basis and 50% of the award will normally vest on the fifth anniversary of grant, with the balance vesting on the tenth anniversary of

grant. The award can be subject to the achievement of performance conditions. The Remuneration Committee has responsibility for agreeing

any awards under the plan and for setting the policy for the way in which the plan should be operated, including agreeing performance targets

(if any) and which employees should be invited to participate.

Alexion employee share award plan

At acquisition in 2021 Alexion employee share awards were converted into AstraZeneca restricted stock awards that continued to have, and were

subject to, the same terms and conditions as applied in the corresponding Alexion awards immediately prior to completion. The fair value at the

grant date was $57.54. In 2023 an additional 267,000 shares were issued with a grant date fair value of $65.62 which vested in 2023. During

2023, 2,060,000 shares vested, 531,000 were forfeited/cancelled and the closing balance of these awards as of 31 December 2023 was

3,022,000. During 2024, 2,047,000 shares vested, 156,000 were forfeited and the closing balance of these awards as of 31 December 2024

was 819,000. During 2025, 792,000 shares vested, 27,000 were forfeited and the closing balance of these awards as of 31 December 2025

was nil. No further awards will be granted under this plan.

Details of share incentive awards outstanding during the year for the main share plans are shown below:


	The AstraZeneca		The AstraZeneca		The AstraZeneca		The AstraZeneca
	Performance Share Plan		Global Restricted Stock Plan		Restricted Share Plan		Extended Incentive Plan
	Ordinary Shares	ADR Shares	Ordinary Shares	ADR Shares 1	Ordinary Shares	ADR Shares	Ordinary Shares	ADR Shares
	ʼ000	ʼ000	ʼ000	ʼ000	ʼ000	ʼ000	ʼ000	ʼ000
Outstanding at 1 January 2023	3,630	5,724	2,469	11,683	233	678	259	195
Granted	976	2,071	1,185	6,343	208	436	71	95
Forfeited	(148)	(437)	(187)	(1,417)	(20)	(59)	(8)	–
Cancelled	–	–	–	(3)	–	–	–	(34)
Exercised	(813)	(1,470)	(570)	(2,738)	(86)	(288)	(107)	(9)
Outstanding at 31 December 2023	3,645	5,888	2,897	13,868	335	767	215	247
Granted	1,064	2,250	1,262	7,014	100	699	–	–
Forfeited	(137)	(400)	(235)	(1,414)	(8)	(57)	(31)	–
Cancelled	(2)	(2)	–	(6)	(1)	–	–	–
Exercised	(999)	(1,586)	(755)	(3,296)	(88)	(352)	(22)	–
Outstanding at 31 December 2024	3,571	6,150	3,169	16,166	338	1,057	162	247
Granted	904	1,974	1,045	6,428	298	386	–	–
Forfeited	(99)	(553)	(250)	(1,616)	(33)	(214)	–	(48)
Exercised	(986)	(1,781)	(1,030)	(4,809)	(114)	(343)	–	–
Outstanding at 31 December 2025	3,390	5,790	2,934	16,169	489	886	162	199

Shares issued to Alexion employees under the GRSP are covered under the Alexion employee share award below.

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Annual Report & Form 20-F Information 2025

180

Notes to the Group Financial Statements

continued

29 Employee costs and share plans for employees

continued


	The AstraZeneca		The AstraZeneca		The AstraZeneca		The AstraZeneca
	Performance Share Plan		Global Restricted Stock Plan		Restricted Share Plan		Extended Incentive Plan
	WAFV 1	WAFV	WAFV	WAFV	WAFV	WAFV	WAFV	WAFV
	pence	$	pence	$	pence	$	pence	$
WAFV of 2023 grants	9929	59.95	10822	65.38	11135	65.37	11,748	74.78
WAFV of 2024 grants	9028	57.99	10085	64.91	11111	75.23	–	–
WAFV of 2025 grants	11054	70.34	11961	75.91	12142	78.96	–	–

Weighted average fair value.

The weighted average fair value for awards granted under the AstraZeneca Performance Share Plan is primarily based on the market price at

the point of grant adjusted for the market-based performance elements which are valued using a Monte Carlo valuation model. The fair values

of all other plans are set using the market price at the point of award. These awards are settled in equity including dividends accumulated from

the date of award to vesting.

30 Commitments, contingent liabilities and contingent assets


	2025	2024
Commitments	$m	$m
Contracts placed for future capital expenditure on Property, plant and equipment and
software development costs not provided for in these Financial Statements	1,727	1,575

Guarantees and contingencies arising in the ordinary course of business, for which no security has been given, are not expected to result in any

material financial loss.

Research and development collaboration payments

The Group has various ongoing collaborations, including in-licensing and similar arrangements with development partners. Such collaborations

may require the Group to make payments on achievement of stages of development, launch or revenue milestones, although the Group generally

has the right to terminate these agreements at no cost. The Group recognises research and development milestones as an intangible asset once

it is committed to payment, which is generally when the Group reaches set trigger points in the development cycle. Revenue-related milestones

are recognised as intangible assets on product launch at a value based on the Group’s long-term revenue forecasts for the related product. The

table below indicates potential development and revenue-related payments that the Group may be required to make under such collaborations.


					Years 5
	Total	Under 1 year	Years 1 and 2	Years 3 and 4	and greater
	$m	$m	$m	$m	$m
Future potential research and development milestone payments	10,182	1,226	3,698	3,013	2,245
Future potential revenue milestone payments	21,301	45	1,290	4,742	15,224

The table includes all potential payments for achievement of milestones under ongoing research and development arrangements. Revenue-

related milestone payments represent the maximum possible amount payable on achievement of specified levels of revenue as set out in

individual contract agreements, but exclude variable payments that are based on unit sales (e.g. royalty-type payments) which are expensed

as the associated sale is recognised. The table excludes any payments already capitalised in the Financial Statements for the year ended

31 December 2025 which have been capitalised with reference to the latest Group sales forecasts for approved indications.

The future payments we disclose represent contracted payments and, as such, are not discounted and are not risk-adjusted. As detailed in the

Risk Overview section from page 47, the development of any pharmaceutical product candidate is a complex and risky process that may fail

at any stage in the development process due to a number of factors (including items such as failure to obtain regulatory approval, unfavourable

data from key studies, adverse reactions to the product candidate or indications of other safety concerns). The timing of the payments is based

on the Group’s current best estimate of achievement of the relevant milestone.

Environmental costs and liabilities

The Group’s expenditure on environmental protection, including both capital and revenue items, relates to costs that are necessary for

implementing internal systems and programmes, and meeting legal and regulatory requirements for processes and products. This includes

investment to conserve natural resources and otherwise minimise the impact of our activities on the environment. They are an integral part of

normal ongoing expenditure for carrying out the Group’s research, manufacturing and commercial operations and are not separated from

overall operating and development costs. There are no known changes in legal, regulatory or other requirements resulting in material changes to

the levels of expenditure for 2023, 2024 or 2025.

In addition to expenditure for meeting current and foreseen environmental protection requirements, the Group incurs costs in investigating and

cleaning up legacy land and groundwater contamination. In particular, AstraZeneca has environmental liabilities at some currently or formerly

owned, leased and third-party sites.

In the US, Zeneca Inc., and/or its indemnitees, have been named as potentially responsible parties (PRPs) or defendants at a number of sites

where Zeneca Inc. is likely to incur future environmental investigation, remediation, operation and maintenance costs under federal, state, statutory

or common law environmental liability allocation schemes (together, US Environmental Consequences). Similarly, Stauffer Management

Company LLC (SMC), which was established to own and manage certain assets and liabilities of Stauffer Chemical Company, and/or its

indemnitees, have been named as PRPs or defendants at a number of sites where SMC is likely to incur US Environmental Consequences.

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AstraZeneca has also given indemnities to third parties for a number of sites outside the US. These environmental liabilities arise from legacy

operations that are not currently part of the Group’s business and, at most of these sites, remediation, where required, is either completed or

in progress. AstraZeneca has made provisions for the estimated costs of future environmental investigation, remediation, operation and

maintenance activity beyond normal ongoing expenditure for maintaining the Group’s R&D and manufacturing capacity and product ranges,

where a present obligation exists, it is probable that such costs will be incurred and they can be estimated reliably. With respect to such

estimated future costs, there were provisions at 31 December 2025 in the aggregate of $107m (2024: $105m), mainly relating to the US.

Where we are jointly liable or otherwise have cost-sharing agreements with third parties, we reflect only our share of the obligation. Where

the liability is insured in part or in whole by insurance or other arrangements for reimbursement, an asset is recognised to the extent that this

recovery is virtually certain.

It is possible that AstraZeneca could incur future environmental costs beyond the extent of our current provisions. The extent of such possible

additional costs is inherently difficult to estimate due to a number of factors, including: (1) the nature and extent of claims that may be asserted

in the future; (2) whether AstraZeneca has or will have any legal obligation with respect to asserted or unasserted claims; (3) the type of remedial

action, if any, that may be selected at sites where the remedy is presently not known; (4) the potential for recoveries from or allocation of liability

to third parties; and (5) the length of time that the environmental investigation, remediation and liability allocation process can take. As per our

Provisions accounting policy on page 135, Provisions for these costs are made when there is a present obligation and where it is probable that

expenditure on remedial work will be required and a reliable estimate can be made of the cost. Notwithstanding and subject to the foregoing,

we estimate the potential additional loss for future environmental investigation, remediation, remedial operation and maintenance activity above

and beyond our provisions to be, in aggregate, between $115m and $192m (2024: $113m and $190m) which relates mainly to the US.

Legal proceedings

AstraZeneca is involved in various legal proceedings considered typical to its business, including actual or threatened litigation and actual or

potential government investigations relating to employment matters, product liability, commercial disputes, pricing, sales and marketing practices,

infringement of IP rights, and the validity of certain patents and competition laws. The more significant matters are discussed below.

Most of the claims involve highly complex issues. Often these issues are subject to substantial uncertainties and, therefore, the probability of

a loss, if any, being sustained and/or an estimate of the amount of any loss is difficult to ascertain.

Unless specifically identified below that a provision has been taken, AstraZeneca considers each of the claims to represent a contingent liability

and discloses information with respect to the nature and facts of the cases in accordance with IAS 37 ‘Provisions, Contingent Liabilities and

Contingent Assets’.

We do not believe that disclosure of the amounts sought by plaintiffs, if known, would be meaningful with respect to these legal proceedings.

This is due to a number of factors, including (i) the stage of the proceedings (in many cases trial dates have not been set) and the overall length

and extent of pre-trial discovery; (ii) the entitlement of the parties to an action to appeal a decision; (iii) clarity as to theories of liability, damages

and governing law; (iv) uncertainties in timing of litigation; and (v) the possible need for further legal proceedings to establish the appropriate

amount of damages, if any.

While there can be no assurance regarding the outcome of any of the legal proceedings referred to in this Note 30, based on management’s

current and considered view of each situation, we do not currently expect them to have a material adverse effect on our financial position

including within the next financial year. This position could of course change over time, not least because of the factors referred to above.

In cases that have been settled or adjudicated, or where quantifiable fines and penalties have been assessed and which are not subject to appeal

(or other similar forms of relief), or where a loss is probable and we are able to make a reasonable estimate of the loss, we generally indicate

the loss absorbed or make a provision for our best estimate of the expected loss.

Where it is considered that the Group is more likely than not to prevail, legal costs involved in defending the claim are charged to profit as they

are incurred.

Where it is considered that the Group has a valid contract which provides the right to reimbursement (from insurance or otherwise) of legal costs

and/or all or part of any loss incurred or for which a provision has been established, and we consider recovery to be virtually certain, the best

estimate of the amount expected to be received is recognised as an asset.

Assessments as to whether or not to recognise provisions or assets, and of the amounts concerned, usually involve a series of complex

judgements about future events and can rely heavily on estimates and assumptions. AstraZeneca believes that the provisions recorded are

adequate based on currently available information and that the insurance recoveries recorded will be received. However, given the inherent

uncertainties involved in assessing the outcomes of these cases, and in estimating the amount of the potential losses and the associated

insurance recoveries, we could in the future incur judgments or insurance settlements that could have a material adverse effect on our

results in any particular period.

IP claims include challenges to the Group’s patents on various products or processes and assertions of non-infringement of patents. A loss in

any of these cases could result in loss of patent protection on the related product.

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Notes to the Group Financial Statements

continued

30 Commitments, contingent liabilities and contingent assets

continued

The consequences of any such loss could be a significant decrease in Product Sales, which could have a material adverse effect on our results.

The lawsuits filed by AstraZeneca for patent infringement against companies that have filed abbreviated new drug applications (ANDAs) in the

US, seeking to market generic forms of products sold by the Group prior to the expiry of the applicable patents covering these products, typically

also involve allegations of non-infringement, invalidity and unenforceability of these patents by the ANDA filers. In the event that the Group is

unsuccessful in these actions or the statutory 30-month stay expires before a ruling is obtained, the ANDA filers involved will also have the

ability, subject to US Food and Drug Administration (FDA) approval, to introduce generic versions of the product concerned.

AstraZeneca has full confidence in, and will vigorously defend and enforce, its IP.

Over the course of the past several years, including in 2025, a significant number of commercial litigation claims in which AstraZeneca is involved

have been resolved, particularly in the US, thereby reducing potential contingent liability exposure arising from such litigation. Similarly, in part

due to patent litigation and settlement developments, greater certainty has been achieved regarding possible generic entry dates with respect

to some of our patented products. At the same time, like other companies in the pharmaceutical sector and other industries, AstraZeneca continues

to be subject to government investigations around the world.

Patent litigation

Legal proceedings brought against AstraZeneca


Enhertu patent proceedings	Considered to be a contingent liability
US	• In October 2020, Seagen Inc. (Seagen) filed a complaint against Daiichi Sankyo Company, Limited (Daiichi Sankyo ) in
	the US District Court for the Eastern District of Texas (District Court) alleging that Enhertu infringes a Seagen patent.
	AstraZeneca co-commercialises Enhertu with Daiichi Sankyo in the US. After trial in April 2022, the jury found that
	the patent was infringed and awarded Seagen $41.82m in past damages. In July 2022, the District Court entered final
	judgment and declined to enhance damages on the basis of wilfulness. In October 2023, the District Court entered an
	amended final judgment that requires Daiichi Sankyo to pay Seagen a royalty of 8% on US sales of Enhertu from 1 April
	2022 through to 4 November 2024, in addition to the past damages previously awarded by the District Court.
	AstraZeneca and Daiichi Sankyo have appealed the District Court’s decision.
	• In December 2020 and January 2021, AstraZeneca and Daiichi Sankyo filed post-grant review (PGR) petitions with the
	US Patent and Trademark Office (USPTO) alleging, among other things, that the Seagen patent is invalid for lack of
	written description and enablement. The USPTO initially declined to institute the PGRs, but, in April 2022, the USPTO
	granted the rehearing requests and instituted both PGR petitions. Seagen subsequently disclaimed all patent claims at
	issue in one of the PGR proceedings. In July 2022, the USPTO reversed its institution decision and declined to institute
	the other PGR petition. AstraZeneca and Daiichi Sankyo requested reconsideration of the decision not to institute review
	of the patent. In February 2023, the USPTO reinstituted the PGR proceeding. In February 2024, the USPTO issued a
	decision that the claims were unpatentable. Seagen has appealed this decision; the USPTO has intervened in the appeal.
	• In December 2025, the US Court of Appeals for the Federal Circuit issued decisions in both the District Court and PGR
	appeals finding that Seagen’s patent is invalid and vacating the District Court’s prior judgment and damages award.


Factor Bioscience	Considered to be a contingent liability
patent proceedings
US	• In September 2025, Factor Bioscience Inc. (Factor) filed a complaint against AstraZeneca, and others in the US District
	Court for the District of Delaware, alleging infringement of several Factor patents related to technology for producing
	gene-edited cells using synthetic messenger ribonucleic acid (mRNA) molecules encoding transcription activator-like
	effector nuclease (TALEN) gene-editing proteins.
	• The complaint alleges that certain drug research, design and development activities by AstraZeneca and others
	infringe Factor’s patents.


Forxiga patent proceedings	Considered to be a contingent liability
Europe	• In November 2025, in France, Biogaran SAS challenged one of AstraZeneca’s patents covering Forxiga . No trial date
	has been set.
	• In Poland and in Portugal, multiple generic companies have challenged one of AstraZeneca’s patents covering Forxiga .
	No trial date has been set.
	• In Poland, in January 2026, AstraZeneca obtained interim injunctions against the generic companies that have
	challenged the patent.


Forxiga patent proceedings	Matter concluded
UK	• In the UK, one of AstraZeneca’s patents relating to Forxiga was challenged by Generics (UK) Limited, Teva Pharmaceutical
	Industries Limited, and Glenmark Pharmaceuticals Europe Limited.
	• Trial regarding patent validity occurred in March 2025. In April 2025, the UK Patents Court held the patent invalid.
	AstraZeneca appealed the decision. In July 2025, the UK Court of Appeal dismissed AstraZeneca’s appeal and upheld
	the lower court’s invalidity decision. AstraZeneca’s application for permission to appeal to the UK Supreme Court
	was denied.
	• In March 2025 and onward, AstraZeneca obtained injunctions against generic manufacturers’ at-risk sales of dapagliflozin
	products in the UK. All injunctions have since been lifted.
	• This matter has concluded.

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Soliris patent proceedings	Considered to be a contingent liability
Turkey	• In November 2024, Salute HC İlaçları Sanayi ve Ticaret A.Ş served an action in the Industrial and Intellectual Property
	Rights Court in Turkey seeking to invalidate and enjoin enforcement of AstraZeneca’s patent relating to eculizumab.


Tagrisso patent proceedings	Considered to be a contingent liability
China	• In January 2025, an individual filed invalidity challenges against several Chinese patents protecting Tagrisso .
	• A hearing before the Chinese Patent Office (Patent Office) was held in July 2025.
	• In November 2025, the Patent Office issued decisions maintaining the compound patents.
	• In January 2026, the Patent Office dismissed the invalidity case against the formulation patent.


Tagrisso patent proceedings	Considered to be a contingent liability
US	• In September 2021, Puma Biotechnology, Inc. (Puma) and Wyeth LLC (Wyeth) filed a patent infringement lawsuit in the
	US District Court for the District of Delaware (District Court) against AstraZeneca relating to Tagrisso . In March 2024,
	the District Court dismissed Puma.
	• The jury trial, with Wyeth as the plaintiff, took place in May 2024. The jury found Wyeth’s patents infringed and awarded
	Wyeth $107.5m in past damages. The jury also found that the infringement was not wilful.
	• In proceedings following the jury award, the District Court rejected AstraZeneca’s indefiniteness and equitable defences
	but granted judgment as a matter of law in favour of AstraZeneca on the grounds that the patents were invalid for lack
	of written description and enablement.
	• Wyeth has filed an appeal.

Legal proceedings brought by AstraZeneca


Brilinta patent proceedings	Considered to be a contingent asset
US	• In 2015 and subsequently, in response to Paragraph IV notices from ANDA filers, AstraZeneca filed patent infringement
	lawsuits in the US District Court for the District of Delaware (District Court). In its complaints, AstraZeneca alleged that
	a generic version of Brilinta , if approved and marketed, would infringe patents that are owned or licensed by AstraZeneca.
	• In 2024, AstraZeneca entered into separate settlements and the District Court entered consent judgments to dismiss
	each of the corresponding litigations.
	• Additional proceedings are ongoing in the District Court.
	• No trial date has been set.


Calquence patent proceedings	Considered to be a contingent asset
US	• AstraZeneca received Paragraph IV notices relating to patents listed in the FDA Orange Book with reference to Calquence
	tablets from Cipla USA, Inc. and Cipla Limited (collectively, Cipla) in April 2024 and from MSN Pharmaceuticals Inc. and
	MSN Laboratories Pvt. Ltd. (collectively, MSN) in November 2024.
	• In response to these Paragraph IV notices, AstraZeneca filed patent infringement lawsuits against Cipla in May 2024 and
	against MSN in January 2025 in the US District Court for the District of Delaware (District Court). In the complaints,
	AstraZeneca alleges that a generic version of Calquence tablets, if approved and marketed, would infringe patents that
	are owned or licensed by AstraZeneca. Trial has been scheduled for April 2027.
	• In December 2025, AstraZeneca entered into a settlement agreement with MSN and the District Court dismissed the
	corresponding litigation. The litigation with Cipla is ongoing.


Daliresp patent litigation	Considered to be a contingent asset
US	• In 2015 and subsequently, in response to Paragraph IV notices from ANDA filers, AstraZeneca filed patent infringement
	lawsuits in the US District Court for the District of New Jersey (District Court) relating to patents listed in the FDA Orange
	Book with reference to Daliresp .
	• AstraZeneca has entered into separate settlement agreements and the District Court entered a consent judgment to
	dismiss the corresponding litigation. Additional ANDA challenges are pending.


Farxiga patent proceedings	Considered to be a contingent asset
US	• In May 2021, AstraZeneca proceeded to trial against ANDA filer Zydus Pharmaceuticals (USA) Inc. (Zydus) in the US
	District Court for the District of Delaware (District Court). In October 2021, the District Court issued a decision finding
	the asserted claims of AstraZeneca’s patent as valid and infringed by Zydus’s ANDA product. In August 2022, Zydus
	appealed the District Court decision. Zydus’s appeal has been dismissed.
	• In December 2023, AstraZeneca initiated ANDA litigation against Sun Pharmaceutical Industries Ltd. and Sun
	Pharmaceutical Industries, Inc. in the District Court. No trial date has been set.


Forxiga patent proceedings	Considered to be a contingent asset
Australia	• In December 2025, in the Federal Court of Australia, AstraZeneca initiated patent infringement litigation against
	Pharmacor Pty Limited in reference to one of the patents that protects Forxiga .
	• No trial date has been set.

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Notes to the Group Financial Statements

continued

30 Commitments, contingent liabilities and contingent assets

continued


Lokelma patent proceedings	Matter concluded
US	• In August 2022, in response to Paragraph IV notices, AstraZeneca initiated ANDA litigation against five generic filers in
	the US District Court for the District of Delaware.
	• AstraZeneca alleged that a generic version of Lokelma would infringe patents that are owned or licensed by AstraZeneca.
	• AstraZeneca has entered into separate settlement agreements with the five generic manufacturers which resulted in
	dismissal of the corresponding litigations.
	• This matter is now concluded.


Lynparza patent proceedings	Considered to be a contingent asset
Canada	• In July 2025, AstraZeneca was served with a Notice of Allegation from Cipla Ltd. challenging a patent relating to Lynparza .
	AstraZeneca commenced an action in response in August 2025. Trial is scheduled to begin in April 2027.
	• In August 2025, AstraZeneca was served with a Notice of Allegation from Natco Pharma (Canada) Inc. challenging a
	patent relating to Lynparza . AstraZeneca commenced an action in response in October 2025. Trial is scheduled to begin
	in June 2027.
	• In November 2025, AstraZeneca was served with a Notice of Allegation from Zydus Lifesciences Limited challenging a
	patent relating to Lynparza . AstraZeneca commenced an action in response in December 2025. No trial date has been set.


Lynparza patent proceedings	Considered to be a contingent asset
US	• AstraZeneca received a Paragraph IV notice relating to Lynparza patents from Natco Pharma Limited (Natco) in December
	2022, Sandoz Inc. (Sandoz) in December 2023, Cipla USA, Inc. and Cipla Limited (collectively, Cipla) in May 2024, and
	Zydus Pharmaceuticals (USA) Inc. (Zydus) in November 2024.
	• In response to these Paragraph IV notices, AstraZeneca, MSD International Business GmbH, and the University of
	Sheffield initiated ANDA litigations against Natco, Sandoz, Cipla, and Zydus in the US District Court for the District of
	New Jersey. In the complaints, AstraZeneca alleged that the defendants’ generic versions of Lynparza , if approved
	and marketed, would infringe AstraZeneca’s patents.
	• No trial date has been scheduled.


Soliris patent proceedings	Matter concluded
Canada	• In May 2023, AstraZeneca initiated patent litigation in Canada alleging that Amgen Canada Inc.’s (Amgen) biosimilar
	eculizumab product infringed AstraZeneca’s patents.
	• In September 2023, AstraZeneca initiated patent litigations in Canada alleging that Samsung Bioepis Co. Ltd.’s (Samsung)
	biosimilar eculizumab product infringed AstraZeneca’s patents.
	• In June and November 2025, AstraZeneca settled with Samsung and Amgen, respectively.


Soliris patent proceedings	Matter concluded
Europe	• In March 2024, AstraZeneca filed motions for provisional measures against the relevant corporate entities of Amgen
	Inc. (Amgen) and Samsung Bioepis Co. Ltd. (Samsung ) at the Hamburg Local Division of the Unified Patent Court
	(UPC) on the basis that Amgen’s and Samsung’s biosimilar eculizumab products infringe an AstraZeneca patent. In
	November 2025 and January 2026, AstraZeneca entered into global settlement agreements with Amgen and
	Samsung, respectively, resolving all eculizumab patent disputes between the parties.


Soliris patent proceedings	Matter concluded
UK	• In May 2024, AstraZeneca initiated patent infringement proceedings against Amgen Ltd. (Amgen) and Samsung Bioepis
	UK Limited (Samsung) in the UK High Court of Justice alleging that their respective biosimilar eculizumab products
	infringe an AstraZeneca patent; on the same day, Samsung initiated a revocation action for the same patent.
	• In November 2025 and January 2026, AstraZeneca settled the UK eculizumab patent matters with Amgen and
	Samsung, respectively.

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Tagrisso patent proceedings	Considered to be a contingent asset
Russia	• In August 2023, AstraZeneca filed lawsuits in the Arbitration Court of the Moscow region (Court) against the Russian
	Ministry of Health (MOH) and Axelpharm LLC (Axelpharm) for improper use of AstraZeneca information in the authorisation
	of a generic version of Tagrisso . The suit against the MOH was dismissed in July 2024, after two appeals. The case
	against Axelpharm was dismissed in September 2024, and a subsequent appeal by AstraZeneca was also dismissed.
	• In November 2023, Axelpharm sought a compulsory licence under a patent related to Tagrisso ; the action remains
	pending. The Axelpharm patent on which the compulsory licensing action was based was held invalid by the Russian
	Patent and Trademark Office (PTO) in August 2024 following challenge by AstraZeneca. The PTO’s decision was upheld
	in June 2025, following an appeal by Axelpharm. At a further appeal hearing in November 2025, the Intellectual Property
	Court Presidium reversed earlier decisions and held Axelpharm’s patent valid. In January 2026, AstraZeneca appealed
	to the Supreme Court, which was rejected. AstraZeneca expects to file a further appeal.
	• In July 2024, AstraZeneca filed a patent infringement claim against Axelpharm in relation to a generic version of Tagrisso .
	The action was stayed by the court pending resolution of the compulsory licensing action.
	• In August 2024, after AstraZeneca filed a complaint, the Federal Anti-Monopoly Service of Russia (FAS) initiated a case
	against Axelpharm and OncoTarget LLC (OncoTarget). In November 2024, the FAS found Axelpharm (but not OncoTarget)
	to have committed unfair competition. In June 2025, the finding against Axelpharm was reversed on appeal. In December
	2025, on appeal by AstraZeneca, the appellate decision was affirmed. Also in December 2025, AstraZeneca filed a
	further appeal.

Product liability litigation

Legal proceedings brought against AstraZeneca


Farxiga and Xigduo XR	Considered to be a contingent liability
US	• AstraZeneca has been named as a defendant in lawsuits involving plaintiffs claiming physical injury, including Fournier’s
	Gangrene and necrotising fasciitis, from treatment with Farxiga and/or Xigduo XR.
	• The parties have reached a settlement in principle for a non-material amount to resolve the single case scheduled for
	trial in March 2026.
	• All remaining claims are filed in Delaware State Court and the earliest trial is now scheduled for September 2026.


Nexium and Prilosec	A provision has been taken
US	• AstraZeneca has defended lawsuits brought in federal and state courts involving claims that plaintiffs have been
	diagnosed with various injuries following treatment with proton pump inhibitors (PPIs), including Nexium and Prilosec .
	Most of the lawsuits alleged kidney injury.
	• Between 2022 and 2024, AstraZeneca resolved the claims by way of settlement agreements.
	• A relatively small number of plaintiffs have opted out of the settlement.


Nexium and Losec	Matter concluded
Canada	• In Canada, in July and August 2017, AstraZeneca was served with three putative class action lawsuits.
	• As of September 2025, all three lawsuits have been dismissed.
	• The Canada proceedings are concluded.


Vaxzevria	Considered to be a contingent liability
UK	• AstraZeneca is defending lawsuits in multiple jurisdictions, including the UK, involving multiple claimants alleging injuries
	following vaccination with AstraZeneca’s COVID-19 vaccine. Most of the lawsuits involve claims of thrombosis with
	thrombocytopenia syndrome.
	• No trial dates have been scheduled.

Commercial litigation

Legal proceedings brought against AstraZeneca


340B Antitrust litigation	Considered to be a contingent liability
US	• In September 2021, AstraZeneca was served with a class-action antitrust complaint filed in the US District Court for the
	Western District of New York (District Court) by Mosaic Health, Inc. alleging a conspiracy to restrict access to 340B
	discounts in the diabetes market through contract pharmacies. In September 2022, the District Court granted AstraZeneca’s
	motion to dismiss the complaint. In February 2024, the District Court denied Plaintiffs’ request to file an amended
	complaint and entered an order closing the matter. In March 2024, Plaintiffs filed an appeal.
	• In August 2025, the US Court of Appeals for the Second Circuit decided in the plaintiffs’ favour, ordering the District Court
	to accept the amended complaint.


Amyndas Trade	Considered to be a contingent liability
Secrets Litigation
US	• AstraZeneca has been defending a matter filed by Amyndas Pharmaceuticals Member P.C. and Amyndas Pharmaceuticals,
	LLC (collectively Amyndas), in the US District Court for the District of Massachusetts alleging trade secret
	misappropriation and breach of contract claims against AstraZeneca and Zealand Pharma U.S. Inc. related to
	Amyndas’ C3 inhibitor candidate.
	• No trial date has been scheduled.

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Notes to the Group Financial Statements

continued

30 Commitments, contingent liabilities and contingent assets

continued


Anti-Terrorism Act Civil Lawsuit	Considered to be a contingent liability
US	• In the US, in October 2017, AstraZeneca and certain other pharmaceutical and/or medical device companies were named
	as defendants in a complaint filed in the US District Court for the District of Columbia (District Court) by US nationals
	(or their estates, survivors, or heirs) who were killed or wounded in Iraq between 2005 and 2013. The plaintiffs allege
	that the defendants violated the US Anti-Terrorism Act and various state laws by selling pharmaceuticals and medical
	supplies to the Iraqi Ministry of Health. In July 2020, the District Court granted AstraZeneca’s and the other defendants’
	motion to dismiss the lawsuit, which the DC Circuit Court of Appeals (the Appellate Court) reversed in January 2022.
	• In June 2024, the United States Supreme Court issued an order vacating the 2022 decision and remanding to the
	Appellate Court for reconsideration under new case law. In January 2026, after reconsideration, the Second Circuit
	issued a decision again allowing the claims to proceed and returning the matter to the District Court, where AstraZeneca
	has a separate motion to dismiss pending.


Definiens	Considered to be a contingent liability
Germany	• In July 2020, AstraZeneca received a notice of arbitration filed with the German Institution of Arbitration from the sellers
	of Definiens AG (Sellers) regarding the 2014 share purchase agreement (SPA) between AstraZeneca and the Sellers.
	The Sellers claim that they are owed approximately $140m in earn-outs under the SPA. In December 2023, after an
	arbitration hearing, the arbitration panel made a final award of $46m in favour of the Sellers.
	• In March 2024, AstraZeneca filed an application with the Bavarian Supreme Court (Court) to set aside the arbitration award.
	• In April 2025, the Court ruled in favour of AstraZeneca, annulled the arbitration award, and referred the dispute back to
	the same arbitration panel for a second determination.
	• In May 2025, the Sellers appealed the Court’s decision to the German Federal Court of Justice (Court of Justice).
	AstraZeneca also appealed the decision to refer the dispute back to the same arbitration panel.
	• In January 2026, the Court of Justice upheld the Court’s decision to annul the arbitration award and referred the dispute
	back to the same arbitration panel.


Employment Litigation	Considered to be a contingent liability
US	• AstraZeneca is defending against numerous other litigation matters pending in federal and state courts asserting claims
	of discrimination in connection with AstraZeneca’s vaccine requirement.
	• All but one claim has been resolved by settlement or disposed of by motion practice.


Novartis Advertising Litigation	Considered to be a contingent liability
US	• In October 2025, Novartis Pharmaceuticals Corp. filed a lawsuit in the US District Court for the District of Delaware
	alleging false and misleading representation claims under the Lanham Act and state law unfair competition and
	deceptive practices claims.
	• The complaint alleges that statements in AstraZeneca’s marketing for treatment for paroxysmal nocturnal hemoglobinuria
	are false and misleading.


Pay Equity Litigation	Considered to be a contingent liability
US	• AstraZeneca is defending a putative class and collective action in the US District Court for the Northern District of Illinois
	(District Court) brought by three named plaintiffs, who are former AstraZeneca employees. The case involves claims
	under the federal and Illinois Equal Pay Acts, with the plaintiffs alleging they were paid less than male employees who
	performed substantially similar and/or equal work.
	• In May 2024, the District Court conditionally certified a collective under the federal Equal Pay Act and authorised the
	sending of notice to potential collective action members. The notice was distributed in June 2024, and the opt-in period
	has closed.


Securities Litigation	Considered to be a contingent liability
US	• In December 2024, a putative securities class action lawsuit was filed in the US District Court for the Central District
	of California against AstraZeneca PLC and certain officers, on behalf of purchasers of AstraZeneca publicly traded
	securities between February 2022 and December 2024.
	• The case was subsequently transferred to the US District Court for the Southern District of New York.


Seroquel XR Antitrust Litigation	Matter concluded
US	• In 2019, AstraZeneca was named in several related complaints in US District Court in Delaware (District Court), including
	several putative class action lawsuits brought on behalf of classes of direct purchasers or end payors of Seroquel XR,
	alleging AstraZeneca and generic drug manufacturers violated US antitrust laws when settling patent litigation related
	to Seroquel XR.
	• In July 2022, the District Court dismissed claims relating to one of the generic manufacturers while allowing claims
	relating to the second generic manufacturer to proceed.
	• In September 2024, AstraZeneca reached a settlement agreement with one of the plaintiff classes which the
	court approved.
	• In May 2025, AstraZeneca resolved the matter with all remaining plaintiffs for a total payment of $97m. In September
	2025, the District Court approved the class-related portion of the settlement.
	• This matter is now concluded.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Notes to the Group Financial Statements

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187


Soliris Antitrust Class Action	Considered to be a contingent liability
US	• In April 2025, AstraZeneca was named in a lawsuit filed in the US District Court for the District of Massachusetts
	(District Court) alleging antitrust claims on behalf of a potential class of end payors for Soliris from March 2022.
	• The plaintiff alleges that AstraZeneca violated federal and state antitrust and business practices laws by obtaining
	improper patents for Soliris , delaying biosimilar entry and improperly extending Soliris ’ market exclusivity.
	• In December 2025, the District Court partially granted AstraZeneca’s motion to dismiss.


Syntimmune Milestone Litigation	Considered to be a contingent liability
US	• In connection with AstraZeneca’s acquisition of Syntimmune, Inc. (Syntimmune) in December 2020, AstraZeneca was
	served with a lawsuit filed by the stockholders’ representative for Syntimmune in Delaware State Court (Court) that
	alleged, among other things, breaches of the 2018 merger agreement (Merger Agreement).
	• The stockholders’ representative alleges that AstraZeneca failed to meet its obligations under the Merger Agreement
	to use commercially reasonable efforts to achieve the milestones. AstraZeneca also filed a claim for breach of the
	representations in the Merger Agreement.
	• A trial was held in July 2023.
	• In September 2024, the Court issued a partial decision, concluding that the first milestone in the amount of $130m was
	achieved, and that AstraZeneca had breached its contractual obligation to use commercially reasonable efforts to
	achieve the milestones. The Court requested additional briefing regarding damages and further proceedings regarding
	AstraZeneca’s claim for breach.
	• In June 2025, the Court issued a further partial decision awarding an additional $181m in damages on its September
	2024 breach determination.
	• Additional proceedings regarding AstraZeneca’s claim are ongoing.


University of Sheffield	Considered to be a contingent liability
Contract Dispute
UK	• In June 2024, AstraZeneca was served with a lawsuit filed by the University of Sheffield (Sheffield). In its complaint,
	Sheffield alleges that AstraZeneca made misrepresentations to induce Sheffield to amend a patent licence agreement
	relating to Lynparza .
	• Trial has been scheduled to begin in June 2026.


Viela Bio, Inc.	Matter concluded
Shareholder Litigation
US	• In February 2023, AstraZeneca was served with a lawsuit filed in the Delaware State Court (Court) against AstraZeneca
	and certain officers (collectively, Defendants), on behalf of a putative class of Viela Bio, Inc. (Viela) shareholders. The
	complaint alleged that the Defendants breached their fiduciary duty to Viela shareholders in the course of Viela’s 2021
	merger with Horizon Therapeutics, plc.
	• In July 2024, the Court granted with prejudice AstraZeneca’s motion to dismiss.
	• In August 2024, plaintiffs appealed the dismissal.
	• In March 2025, the Delaware Supreme Court affirmed the dismissal.
	• This matter is now concluded.

Legal proceedings brought by AstraZeneca


PARP Inhibitor Royalty Dispute	Considered to be a contingent asset
UK	• In October 2012, Tesaro, Inc. (now wholly owned by GlaxoSmithKline plc (GSK)) entered into two worldwide, royalty-
	bearing patent license agreements with AstraZeneca related to GSK’s product, niraparib.
	• In May 2021, AstraZeneca filed a lawsuit against GSK in the Commercial Court of England and Wales (Trial Court)
	alleging that GSK had failed to pay all of the royalties due on niraparib sales under the license agreements.
	• In April 2023, after trial, the Trial Court issued a decision in AstraZeneca’s favour.
	• In February 2024, the Court of Appeal reversed the decision.
	• In March 2024, AstraZeneca filed a request for permission to appeal with the Supreme Court of the United Kingdom.
	In May 2024, the Supreme Court denied permission to appeal.
	• The case will return to the Trial Court for further proceedings.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

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Notes to the Group Financial Statements

continued

30 Commitments, contingent liabilities and contingent assets

continued

Government investigations and proceedings

Legal proceedings brought against AstraZeneca


340B Qui Tam	Considered to be a contingent liability
US	• In July 2023, AstraZeneca was served with an unsealed civil lawsuit brought by a qui tam relator on behalf of the United
	States, several states, and the District of Columbia in the US District Court for the Central District of California (District
	Court). The complaint alleges that AstraZeneca violated the US False Claims Act and state law analogues. In March 2024,
	the District Court granted AstraZeneca’s motion to dismiss the First Amended Complaint without leave to amend.
	• In April 2024, the relator filed an appeal.


Beyfortus Civil	Considered to be a contingent liability
Investigative Demand
US	• In March 2025, AstraZeneca received a subpoena from the US Attorney’s Office seeking certain records relating to
	Beyfortus . The subpoena requests that the Company produce various documents from January 2020 to present,
	including communications related to specific batches of Beyfortus , customer complaints, and FDA inspection reports.
	• AstraZeneca is cooperating with this enquiry.


Boston US	Considered to be a contingent liability
Attorney Investigation
US	• In June 2024, AstraZeneca was served with a subpoena issued by the US Attorney’s Office in Boston, seeking documents
	and information relating to payments by AstraZeneca to healthcare providers.
	• AstraZeneca is cooperating with this enquiry.


Brazilian Tax	Considered to be a contingent liability
Assessment Matter
Brazil	• In connection with an ongoing matter, in August 2019, the Brazilian Federal Revenue Service provided a Notice of Tax
	and Description of the Facts (the Tax Assessment) to two AstraZeneca subsidiaries in Brazil, as well as to two additional
	entities, a logistics provider utilised by AstraZeneca and a distributor. The Tax Assessment focuses on the importation
	of Soliris vials pursuant to AstraZeneca’s free drug supply to patients’ programme in Brazil.
	• AstraZeneca prevailed in the first level of administrative appeals in the Brazilian federal administrative proceeding system.
	The decision was subject to an automatic appeal to the second level of the administrative courts.
	• In March 2023, the second level of the administrative courts issued a decision to remand the matter to the first level of
	administrative courts for a determination on the merits.


China Personal Information	Considered to be a contingent liability
Infringement and Illegal
Trade Matters
China	• In relation to the personal information infringement allegation, in April 2025, AstraZeneca Investment (China) Co., Ltd.
	received a Notice of Transfer to the Prosecutor from the Shenzhen Bao’an District Public Security Bureau regarding
	suspected unlawful collection of personal information.
	• In relation to the illegal trade allegation, in October 2025, AstraZeneca Investment (China) Co., Ltd. received a final
	appraisal opinion from the Shenzhen City Customs Office, informing AstraZeneca Investment (China) Co., Ltd. that the
	total amount of unpaid import taxes is RMB 24m (approximately USD $3.5m). The import taxes mentioned in the Appraisal
	Opinion relate to Imfinzi , Imjudo , and Enhertu . In October 2025, AstraZeneca Investment (China) Co., Ltd. prepaid the
	full amount as voluntary compensation to the State. A fine of between one and five times the amount of these paid
	importation taxes may also be levied if AstraZeneca Investment (China) Co., Ltd. is found liable for illegal trade.
	• In November 2025, the Shenzhen Prosecutor concluded its evaluation. AstraZeneca Investment (China) Co., Ltd.,
	the former EVP and one former senior employee were indicted on charges of unlawful collection of personal information
	and illegal trade, although no illegal gain to AstraZeneca Investment (China) Co., Ltd. was alleged resulting from unlawful
	collection of personal information.
	• The former EVP and former senior employee were additionally indicted on charges of medical insurance fraud.
	AstraZeneca Investment (China) Co., Ltd. has not been indicted on charges of medical insurance fraud.
	• The matters have been consolidated into one proceeding before the Shenzhen City Intermediate Court. No trial date
	has been scheduled.


Texas Qui Tam	Considered to be a contingent liability
US	• In December 2022, AstraZeneca was served with an unsealed civil lawsuit brought by qui tam relators on behalf of
	the State of Texas in Texas State Court in Harrison County, which alleges that AstraZeneca engaged in unlawful
	marketing practices.
	• In July 2025, the State of Texas intervened in the matter and filed an amended petition.
	• In November 2025, the case was transferred to the Texas State Court in Travis County.
	• No trial date has been scheduled.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Notes to the Group Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

189


US Department of Justice	Considered to be a contingent liability
Civil Investigative Demand
US	• In January 2026, AstraZeneca was served with a civil investigative demand issued by the US Department of Justice,
	seeking documents and information relating to AstraZeneca's data purchases and quality improvement projects.
	• AstraZeneca is cooperating with this enquiry.


Vermont US	Considered to be a contingent liability
Attorney Investigation
US	• In April 2020, AstraZeneca received a Civil Investigative Demand from the US Attorney’s Office in Vermont and the
	Department of Justice, Civil Division, seeking documents and information relating to AstraZeneca’s relationships with
	electronic health-record vendors.
	• AstraZeneca is cooperating in this enquiry.

Legal proceedings brought by AstraZeneca


340B State Litigation		Considered to be a contingent asset
US		• AstraZeneca has filed lawsuits against Arkansas, Colorado, Hawaii, Kansas, Louisiana, Maine, Maryland, Minnesota,
		Mississippi, Missouri, Nebraska, New Mexico, North Dakota, Oklahoma, Oregon, Rhode Island, South Dakota,
		Tennessee, Utah, Vermont, and West Virginia challenging the constitutionality of each state’s 340B statute.
		• AstraZeneca has ongoing enforcement actions in Arkansas and Louisiana for alleged non-compliance with each state’s
		340B statute. In April 2025, an order was issued in the Arkansas proceeding requiring AstraZeneca to pause its contract
		pharmacy policy, which AstraZeneca has appealed.
		• In Arkansas, the Court denied a motion to dismiss.
		• In Colorado, the Court denied AstraZeneca’s motion for a preliminary injunction, which AstraZeneca has appealed.
		• In Kansas, after obtaining a stipulation from the state that AstraZeneca’s policy does not violate the Kansas 340B statute,
		AstraZeneca agreed to dismiss its complaint.
		• In Louisiana, the Court denied AstraZeneca’s motion for summary judgement, which AstraZeneca has appealed.
		• In Maryland and Mississippi, the Court denied AstraZeneca’s motion for a preliminary injunction.
		• In Minnesota, the Court found that the government officials lacked enforcement authority and dismissed AstraZeneca’s
		complaint for lack of standing.
		• In Missouri, the Court granted in part and denied in part the state’s motion to dismiss.
		• In Oklahoma, the Court granted AstraZeneca’s motion for a preliminary injunction, which Oklahoma has appealed.
		• AstraZeneca’s lawsuits are stayed in Rhode Island, Utah, and West Virginia.


Calquence Inflation	Considered to be a contingent asset
Reduction Act Litigation
US	• In December 2025, AstraZeneca filed a lawsuit in the US District Court for the District of Maryland challenging the
	US Department of Health and Human Services’ interpretation of “qualifying single source drug” under the Inflation
	Reduction Act and its application in selecting Calquence for drug price negotiation.


Farxiga Inflation	Considered to be a contingent asset
Reduction Act Litigation
US	• In August 2023, AstraZeneca filed a lawsuit in the US District Court for the District of Delaware (District Court) against
	the US Department of Health and Human Services (HHS) challenging aspects of the drug price negotiation provisions
	of the Inflation Reduction Act and the implementing guidance and regulations. In March 2024, the District Court granted
	HHS’ motions and dismissed AstraZeneca’s lawsuit.
	• In May 2025, the US Court of Appeals for the Third Circuit affirmed the District Court’s dismissal of AstraZeneca’s challenge.
	• In September 2025, AstraZeneca sought review by the US Supreme Court.

Other

Additional government inquiries

As is true for most, if not all, major prescription pharmaceutical companies, AstraZeneca is currently involved in multiple inquiries into drug

marketing and pricing practices. In addition to the investigations described above, various law enforcement offices have, from time to time,

requested information from the Group. There have been no material developments in those matters.

Tax

AstraZeneca considers whether it is probable that a taxation authority will accept an uncertain tax treatment. Where acceptance of an uncertain

tax treatment is not considered probable, a tax liability is recognised based on either the most likely amount method or the expected value method

depending on which method management expects to better predict the resolution of the uncertainty. Due to inherent complexities in the

resolution of the uncertain tax treatments and the resulting liabilities due, management exercise judgement in the measurement of the potential

liability, based on information available at the present time.

Tax liabilities for uncertain tax treatments can be built up over a long period of time but the resolution occurs at a point in time. Therefore, to the

extent the information changes in future periods, there may be adjustments to the liabilities, which may have either a negative or positive effect

on our results. Such changes could arise from commencement, progress or conclusion of tax authority challenge, negotiations under competent

authority arrangements in relevant double tax treaties and expiry of relevant statutes of limitation. Details of the movements of material uncertain

tax treatments are included below.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

190

Notes to the Group Financial Statements

continued

30 Commitments, contingent liabilities and contingent assets

continued

AstraZeneca faces a number of audits and reviews in jurisdictions around the world and, in some cases, is in dispute with the tax authorities.

The issues under discussion are often complex and can require many years to resolve. Tax liabilities recognised for uncertain tax treatments

require management to make key judgements with respect to the outcome of current and potential future tax audits, and actual results could

vary from these estimates. Management does not believe a significant risk exists of material change to uncertain tax positions in the next

12 months.

The total net tax liability recognised in the Group Financial Statements in respect of uncertain tax positions is $1,104m (2024: $1,321m). The net

tax liability consists of $1,126m (2024: $1,157m) included within income tax payable, $1,628m (2024: $1,304m) included within deferred tax

asset, partially offset by $205m (2024: $122m) included within deferred tax liabilities, and $1,445m (2024: $1,018m) included within income

tax receivable.

Transfer pricing

The net tax liability included in the Group Financial Statements in relation to management’s current assessment of tax risks in relation to worldwide

transfer pricing exposures is $120m (2024: $384m). The decrease in the net tax liability for uncertain tax positions relating to transfer pricing

of $264m compared with 2024 is mainly as a result of a decrease of tax liabilities arising from updates to estimates of prior period tax liabilities

following progression of tax authority reviews.

The liability includes uncertain tax treatments which are estimated using the expected value method and depend on AstraZeneca’s assessment

of the likelihood of the approach taken by the tax authorities. These matters can be complex and judgemental and could change in the future,

as discussed above.

For transfer pricing matters, including items under tax audit, AstraZeneca estimates the potential for additional tax liabilities above the

amount provided where the possibility of the additional liabilities falling due is more than remote, to be up to $79m (2024: $422m) including

associated interest.

Management continues to believe that AstraZeneca’s positions on all its transfer pricing positions, audits and disputes are robust, and that

AstraZeneca has recognised appropriate tax balances, including consideration of whether corresponding relief will be available under Mutual

Agreement procedures or unilaterally.

Other uncertain tax treatments

Included in the net tax liability is $984m (2024: $937m) relating to a number of other uncertain tax treatments. The increase of $47m in the net

tax liability relating to the other uncertain tax treatments mainly relates to an update to tax liabilities following progress of reviews by tax authorities

which are offset by movements relating to uncertainty over the timing of tax deductions. This uncertainty includes movements between income

taxes receivable of $1,391m (2024: $742m), and deferred tax liabilities of $234m (2024: $133m) offset by related deferred tax assets of $1,611m

(2024: $929m) and income taxes payable of $496m (2024: $269m). The liability includes tax liabilities in respect of uncertain tax treatments

which are estimated using the most likely amount method and the expected value method and depend on AstraZeneca’s assessment of the

likelihood of the approach taken by the tax authorities.

AstraZeneca estimates the potential for additional liabilities due to other uncertain tax treatments above the amount provided where the possibility

of the additional liabilities falling due is more than remote, to be up to $127m (2024: $214m) including associated interest. AstraZeneca does

not believe there are any significant other uncertain tax treatments where the possibility of the additional liabilities falling due is more than

remote (2024: $nil). Management believes that it is unlikely that these additional liabilities will arise.

Timing of cash flows and interest

The Group is currently under audit in several countries and the timing of any resolution of these audits is uncertain.

It is possible that tax payments may be required in relation to a number of disputes which may be resolved over the next one to two years.

AstraZeneca considers the tax liabilities set out above to appropriately reflect the expected value of any final settlement. Some of the items

discussed above are not currently within the scope of tax authority audits and may take longer to resolve.

Included within other payables is a net amount of interest arising on tax contingencies of $126m (2024: $164m).

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Notes to the Group Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

191

31 Statutory and other information


	2025	2024	2023
	$m	$m	$m
Fees payable to PricewaterhouseCoopers LLP and its associates:
Group audit fee	12.5	10.6	10.2
Fees payable to PricewaterhouseCoopers LLP and its associates for other services:
The audit of subsidiaries pursuant to legislation	15.8	14.8	15.0
Attestation under s404 of Sarbanes-Oxley Act 2002	3.7	3.5	3.3
Audit-related assurance services	1.3	2.2	1.1
Other assurance services	0.2	0.3	0.2
Fees payable to PricewaterhouseCoopers Associates in respect of the Group’s pension schemes:
The audit of subsidiaries’ pension schemes	0.3	0.4	0.3
	33.8	31.8	30.1

Fees payable in the year of $0.8m (2024: $0.2m) are in respect of the Group audit and audit of subsidiaries related to prior years.

Sustainability assurance

KPMG were appointed the Group’s sustainability assurance provider for the year ended 31 December 2025, with $2.8m fees payable for the

service. Fees of $0.5m for the audit of subsidiaries and $0.1m for other assurance services were also payable to KPMG and its associates in

the year.

Related party transactions

The Group had no material related party transactions which might reasonably be expected to influence decisions made by the users of these

Financial Statements.

Key management personnel compensation

Key management personnel are defined for the purpose of disclosure under IAS 24 ‘Related Party Disclosures’ as the members of the Board

and the members of the SET.


	2025	2024	2023
	$’000	$ʼ000	$ʼ000
Short-term employee benefits	39,483	40,893	38,636
Post-employment benefits	995	1,045	1,354
Share-based payments	58,915	49,121	58,242
	99,393	91,059	98,232

Total remuneration is included within employee costs (see Note 29).

32 Subsequent events

There were no material subsequent events.

Group Subsidiaries and Holdings

In accordance with section 409 of the Companies Act 2006, a full list of subsidiaries, partnerships, associates, joint ventures and joint

arrangements, the place of incorporation, registered office address, and the effective percentage of equity owned as at 31 December 2025 are

disclosed below. Unless otherwise stated, the share capital disclosed comprises ordinary shares which are indirectly held by AstraZeneca PLC.

Unless otherwise stated, the accounting year ends of subsidiaries are 31 December. The Group Financial Statements consolidate the Financial

Statements of the Company and its subsidiaries at 31 December 2025.


At 31 December 2025	Group Interest
Wholly owned subsidiaries
Algeria
AAPM SARL	100%
20, Zone Macro-Economique, Hydra,
Dar El Medina, Algiers, Algeria
Argentina
AstraZeneca S.A.	100%
Olga Cossettini 363, 3° floor,
Buenos Aires, Argentina
Alexion Pharma Argentina SRL	100%
Avenida Leandro N. Alem 592 Piso 6,
Buenos Aires, Argentina
Australia
AstraZeneca Holdings Pty Limited	100%
AstraZeneca Pty Limited	100%
Alexion Pharmaceuticals Australasia Pty Ltd	100%
66 Talavera Road, Macquarie Park,
NSW 2113, Australia
LogicBio Australia Pty Limited	100%
Level 40, 2-26 Park Street, Sydney,
NSW 2000, Australia
Austria
AstraZeneca Österreich GmbH	100%
Alexion Pharma Austria GmbH	100%
Rechte Wienzeile 223, 1120 Wien, Austria
Belgium
AstraZeneca S.A. / N.V.	100%
Alfons Gossetlaan 40, bus 201,
1702 Groot-Bijgaarden, Belgium
Alexion Pharma Belgium Sprl	100%
Alexion Services Europe Sprl	100%
Rue des Deux Eglises 29-33,
1000 Brussels, Belgium
EsoBiotec SA 1	100%
Rue André Dumont 5,
1435 Mont-Saint-Guibert, Belgium
Bermuda
Alexion Bermuda Holding ULC	100%
Alexion Bermuda Limited	100%
Alexion Bermuda Partners LP	100%
Victoria Place, 5th Floor, 31 Victoria Street,
Hamilton, HM 10, Bermuda
Brazil
AstraZeneca do Brasil Limitada	100%
Rod. Raposo Tavares, KM 26, 9, Cotia, Brazil
Alexion Farmacêutica América Latina	100%
Serviços de Administração de Vendas Ltda.
Alexion Serviços e Farmacêutica	100%
do Brasil Ltda.
Av. Dr Chucri Zaidan, 1240, 15° andar,
CEP 04711-130, Ed. Morumbi Corporate –
Golden Tower Vila São Francisco,
São Paulo, Brazil


At 31 December 2025	Group Interest
British Virgin Islands
Gracell Biotechnologies Holdings Limited	100%
Office of Sertus Incorporations (BVI) Limited,
Sertus Chambers, P.O. Box 905,
Quastisky Building, Road Town,
Tortola, British Virgin Islands
Bulgaria
AstraZeneca Bulgaria EOOD	100%
51 Cherni Vrah Bld., Business Garden Office X,
floor 10, Lozenets district, 1407 Sofia, Bulgaria
Canada
AstraZeneca Canada Inc.	100%
Evinova Canada Inc.	100%
Suite 5000, 1004 Middlegate Road,
Mississauga, ON, L4Y 1M4, Canada
Alexion Pharma Canada Corp.	100%
Suite 1300, 1969 Upper Water Street, Halifax,
NS, B3J 3R7, Canada
Fusion Pharmaceuticals Inc.	100%
270 Longwood Road South, Hamilton,
ON, L8P 0A6, Canada
Cayman Islands
AZ Reinsurance Limited	100%
18 Forum Lane, 2nd Floor, Camana Bay,
Grand Cayman, P.O. Box 69, Cayman Islands
Gracell Biotechnologies Inc.	100%
P.O. Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands
Chile
AstraZeneca S.A.	100%
AstraZeneca Farmaceutica Chile Limitada	100%
Av. Isidora Goyenechea 3477, 2nd Floor,
Las Condes, Santiago, Chile
China
Alexion Pharmaceuticals (Shanghai)	100%
Company Limited (in liquidation)
Room 1703, Level 17, No. 88 Xizang North
Road, Jing’an District, Shanghai, China
AstraZeneca Global R&D (Beijing) Co., Ltd	100%
Room 1101, Floor 11, Building No. 4,
No. 8 Courtyard, No. 1 Kegu Street, Beijing
Economic-Technological Development Area,
Beijing, China
AstraZeneca Global R&D (China) Co., Ltd.	100%
16F, 88 Xizang North Road, Jing’an District,
Shanghai, China
AstraZeneca Investment (China) Co., Ltd.	100%
199 Liangjing Road, Pilot Free Trade Zone,
Shanghai, China
AstraZeneca Investment Consulting	100%
(Wuxi) Co., Ltd.
Room 808, 8F, Building 99-2 Linghu Avenue,
Xinwu District, Wuxi, Jiangsu, China
AstraZeneca Pharmaceutical Co., Ltd.	100%
No. 2, Huangshan Road, Wuxi,
Jiangsu Province, China


At 31 December 2025	Group Interest
AstraZeneca Pharmaceutical	100%
(Beijing) Co., Ltd.
1F, Building No. 4, No. 8 Courtyard,
No. 1 Kegu Street, Beijing Economic-
Technological Development Area,
Beijing, China
AstraZeneca Pharmaceutical	100%
(Chengdu) Co., Ltd.
10th Floor, Building 11 (Building E11), No. 366,
Hemin Street, Chengdu High-tech Zone,
China (Sichuan) Pilot Free Trade Zone, China
AstraZeneca Pharmaceutical	100%
(Guangzhou) Co., Ltd.
Room 406-178, No. 1, Yichuang Street,
(China-Singapore Guangzhou Knowledge City)
Huangpu District, Guangzhou City, China
AstraZeneca Pharmaceutical	100%
(Hangzhou) Co., Ltd.
12F & 14F, Building 1, Shuli Plaza,
758 Fei Jia Tang Road, Gongshu District,
Hangzhou, Zhejiang Province, China
AstraZeneca Pharmaceutical	100%
Manufacturing (Qingdao) Co., Ltd.
AstraZeneca Pharmaceutical	100%
(Qingdao) Co., Ltd.
Floor 8, Building 2,
82 Juxianqiao Road, High-tech Zone,
Qingdao, Shandong Province, China
AstraZeneca Pharmaceutical	100%
(Shanghai) Co., Ltd.
B1F, 8F & 9F, 88 Xizang North Road,
Jing’an District, Shanghai, China
AstraZeneca Pharmaceuticals	100%
(China) Co., Ltd.
88 Yaocheng Avenue,
Jiangsu Province, Taizhou, China
AstraZeneca Rare Disease R&D	100%
(Beijing) Co., Ltd
Room 1102, Floor 11, Building No. 4,
No. 8 Courtyard, No. 1 Kegu Street,
Beijing Economic-Technological
Development Area, Beijing, China
AstraZeneca (Wuxi) Trading Co., Ltd.	100%
Building E (Building No. 5), Huirong
Commercial Plaza, East Jinghui Road,
Xinwu District, Wuxi, China
Beijing Falikang Pharmaceutical Co., Ltd.	100%
Room 113, Floor 1, Unit 1, Building No. 6, No.
88 Kechuang 6th Street, Beijing Economic-
Technological Development Area,
Beijing, China
FibroGen (China) Medical Technology	100%
Development Co., Ltd
Building A2, No. 88 Kechuang 6th Street,
Beijing Economic-Technological Development
Area, Beijing, China
Gracell Biomedicine (Shanghai) Co., Ltd. 2	100%
12th Floor, Building 1, No. 926, Yishan Road,
Xuhui District, Shanghai 200233, China

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements

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Annual Report & Form 20-F Information 2025

192

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Group Subsidiaries and Holdings

AstraZeneca

Annual Report & Form 20-F Information 2025

193


At 31 December 2025	Group Interest
Shanghai Evinova Medical	100%
Technology Co., Ltd. 2
Building C, No. 888, Huanhu 2nd Road West,
Lingang New District, Shanghai,
Pilot Free Trade Zone, China
Gracell Bioscience (Shanghai) Co., Ltd.	100%
1st-4th Floor, Building 1, No. 418 Guilin Road,
Xuhui District, Shanghai 200233, China
Suzhou Gracell Bioscience Co., Ltd.	100%
Unit E547, 5th Floor, Lecheng Plaza, Phase II,
Biobay Industrial Park, 218 Sangtian Street,
Suzhou Industrial Park, Suzhou Area,
Jiangsu, Pilot Free Trade Zone 215123, China
Colombia
AstraZeneca Colombia S.A.S.	100%
Av Carrera 9 No. 101-67 Office 601,
Bogotá, 110231, Colombia
Costa Rica
AstraZeneca CAMCAR Costa Rica, S.A.	100%
San José, Escazú, Roble Corporate Center,
5to piso, Costa Rica
Croatia
AstraZeneca d.o.o.	100%
Ulica Vjekoslava Heinzela 70,
10 000 Zagreb, Croatia
Czech Republic
AstraZeneca Czech Republic, s.r.o.	100%
Alexion Pharma Czech s.r.o.	100%
U Trezorky 921/2, 158 00 Prague 5,
Czech Republic
Denmark
AstraZeneca A/S	100%
Johanne Møllers Passage 1, Dk-1799,
Copenhagen V, Denmark
Egypt
AstraZeneca Egypt for Pharmaceutical	100%
Industries SAE
6th of October City, 6th Industrial Zone,
Plot 2, Giza, Egypt
AstraZeneca Egypt LLC	100%
47 St. 270 New Maadi, Cairo, Egypt
Drimex LLC	100%
Plot 133, Banks’ District, 5th Settlement,
New Cairo, Cairo, Egypt
Estonia
AstraZeneca Eesti OÜ	100%
Harju maakond, Tallinn, Lasnamäe linnaosa,
Valukoja tn 8/1, 11415, Estonia
Finland
AstraZeneca Oy.	100%
Keilaranta 18, 02150 Espoo, Finland
France
Amolyt Pharma SAS 1	100%
15 Chemin du Saquin, Espace Européen,
69130 Écully, France
AstraZeneca SAS	100%
Tour Carpe Diem-31, Place des Corolles,
92400 Courbevoie, France
AstraZeneca Reims Production SAS	100%
Chemin de Vrilly Parc, Industriel de la Pompelle,
51100 Reims, France


At 31 December 2025	Group Interest
AstraZeneca Dunkerque Production SCS	100%
224 Avenue de la Dordogne,
59640 Dunkerque, France
Alexion Europe SAS	100%
Alexion Pharma France SAS	100%
15 Chemin du Saquin, Espace Européen,
69130 Écully, France
Germany
AstraZeneca GmbH	100%
AstraZeneca Holding GmbH 3	100%
Friesenweg 26, 22763, Hamburg, Germany
AstraZeneca Computational Pathology GmbH 1	100%
Alexion Pharma Germany GmbH	100%
Landsberger Straße 300, 80687,
Munich, Germany
Greece
AstraZeneca S.A.	100%
Agisilaou 6-8 Marousi, Athens, Greece
Hong Kong
AstraZeneca HK Holdings Company Limited	100%
AstraZeneca Hong Kong Limited	100%
Unit 1 – 3, 11/F., China Taiping Finance Centre,
18 King Wah Road, North Point, Hong Kong
FibroGen International (Hong Kong) Limited	100%
26th Floor, Three Exchange Square,
8 Connaught Place Central, Hong Kong
Gracell Biotechnologies (HK) Limited	100%
C&F Secretarial Services Limited, Unit 3A,
12/F, Kaiser Centre, No. 18 Centre Street,
Sai Ying Pun, Hong Kong
Hungary
AstraZeneca Kft	100%
1st floor, 4 building B, Alíz str.,
Budapest, 1117, Hungary
India
AstraZeneca India Private Limited 4	100%
Block A, Neville Tower, 11th Floor,
Ramanujan IT SEZ, Taramani, Chennai,
Tamil Nadu, PIN 600113, India
Alexion Business Services Private Limited	100%
9th Floor, Platina, G Block Plot No. C-59,
Bandra-Kurla Complex Bandra (East),
Mumbai 400051, India
Evinova Health Tech India Private Limited 4	100%
496/4, II Floor, 10th Cross, Near Bashyam
Circle, Sadashivanagar, Bangalore – 560080,
Karnataka, India
Indonesia
P.T. AstraZeneca Indonesia	100%
Perkantoran Hijau Arkadia, Tower G, 16th Floor,
Unit 02-05, Jl. T.B. Simatupang Kav. 88,
Kebagusan, Pasar Minggu, South Jakarta
12520, DKI Jakarta, Indonesia
Iran
AstraZeneca Pars Company	100%
Suite 1, 1st Floor No. 39, Alvand Ave.,
Argantin Sq., Tehran 1516673114, Iran


At 31 December 2025	Group Interest
Ireland
AstraZeneca Pharmaceuticals (Ireland)	100%
Designated Activity Company
4th Floor, South Bank House, Barrow Street,
Dublin 4, Republic of Ireland
Alexion Pharma Holding Limited	100%
Alexion Pharma International	100%
Operations Limited
Alexion Pharma Development Limited	100%
AstraZeneca Ireland Limited	100%
College Business & Technology Park,
Blanchardstown Road North, Dublin 15,
Republic of Ireland
Israel
AstraZeneca (Israel) Ltd	100%
Atirei Yeda 1, Building O-Tech 2, POB 8044,
Kfar Saba, 4464301, Israel
Alexion Pharma Israel Ltd	100%
1 Atirei Yeda Street O-Tech Building No. 2,
5th Floor Kfar Saba, 4464301, Israel
Italy
Simesa SpA	100%
AstraZeneca SpA	100%
Alexion Pharma Italy Srl	100%
Viale Decumano 39, 20157 Milan, Italy
Japan
AstraZeneca K.K.	100%
3-1, Ofuka -cho, Kita-ku, Osaka,
530-0011, Japan
Alexion Pharma GK	100%
Tamachi Station Tower N 3-1-1, Shibaura,
Minato-ku Tokyo 108 -0023, Japan
Kazakhstan
AstraZeneca Kazakhstan Limited	100%
Liability Partnership
Office 101, 77 Kunayev Street,
Almaty 050000, Kazakhstan
Kenya
AstraZeneca Pharmaceuticals Limited	100%
L.R. No.1/1327, Avenue 5, 1st Floor,
Rose Avenue, Nairobi, Kenya
Latvia
AstraZeneca Latvija SIA	100%
Skanstes iela 50, Riga, LV-1013, Latvia
Lithuania
AstraZeneca Lietuva UAB	100%
Spaudos g., Vilnius, LT-05132, Lithuania
Luxembourg
AstraZeneca Luxembourg S.A.	100%
Rue Nicolas Bové 2A – L-1253, Luxembourg
Malaysia
AstraZeneca Asia-Pacific Business	100%
Services Sdn Bhd
12th Floor, Menara Symphony, No. 5 Jalan Prof,
Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya,
Selangor Darul Ehsan, Malaysia
AstraZeneca Sdn Bhd	100%
The Bousteador, Level 11 & 12, No. 10, Jalan
PJU 7/6, Mutiara Damansara, 47800 Petaling
Jaya, Selangor Darul Ehsan, Malaysia

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements

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Annual Report & Form 20-F Information 2025

194

Group Subsidiaries and Holdings

continued


At 31 December 2025	Group Interest
Mexico
AstraZeneca Health Care Division,	100%
S.A. de C.V.
AstraZeneca, S.A. de C.V.	100%
Av. Periferico Sur 4305 interior 5,
Colonia Jardines en la Montaña, Mexico City,
Tlalpan Distrito Federal, CP 14210, Mexico
Alexion Pharma Mexico S. de R.L. de C.V.	100%
Paseo de los Tamarindos 90,
Torre 1 piso 6 - A Col., Bosques de la Lomas,
CP 05120 D.F, Mexico
Morocco
AstraZeneca Maroc SARLAU	100%
CFC (Casablanca Finance City),
Le Continental Business Center, Bâtiment C,
7ème étage, Quartier Hay Hassani,
Casablanca, Morocco
The Netherlands
Alexion Holding B.V.	100%
Alexion Pharma Foreign Holdings, B.V.	100%
Alexion Pharma Netherlands B.V.	100%
AstraZeneca B.V.	100%
AstraZeneca Continent B.V.	100%
AstraZeneca Gamma B.V.	100%
AstraZeneca Holdings B.V.	100%
AstraZeneca Jota B.V.	100%
AstraZeneca Rho B.V.	100%
AstraZeneca Sigma B.V.	100%
AstraZeneca Treasury B.V.	100%
AstraZeneca Zeta B.V.	100%
Prinses Beatrixlaan 582, 2595 BM,
The Hague, The Netherlands
AstraZeneca Nijmegen B.V.	100%
Lagelandseweg 78, 6545 CG Nijmegen,
The Netherlands
Acerta Pharma B.V.	100%
Aspire Therapeutics B.V.	100%
Kloosterstraat 9, 5349 AB, Oss,
The Netherlands
Portola Netherlands B.V. (in liquidation)	100%
Basisweg 10, 1043 AP, Amsterdam,
The Netherlands
Neogene Therapeutics B.V.	100%
35C Tafelbergweg, 1105 BC, Amsterdam,
The Netherlands
New Zealand
AstraZeneca Limited	100%
Pharmacy Retailing (NZ) Limited t/a
Healthcare Logistics, 58 Richard Pearse Drive,
Mangere, Auckland, 1142, New Zealand
Nigeria
AstraZeneca Nigeria Limited	100%
42 Vibranium Valley, Local Airport Road, Ikeja,
Lagos, Nigeria
Norway
AstraZeneca AS	100%
Karvesvingen 7, 0579 Oslo, Norway


At 31 December 2025	Group Interest
Pakistan
AstraZeneca Pharmaceuticals Pakistan	100%
(Private) Limited 5
Office No 1, 2nd Floor, Sasi Arcade, Block 7,
Main Clifton Road, Karachi, Pakistan
Panama
AstraZeneca CAMCAR, S.A.	100%
Bodega #1, Parque Logistico MIT,
Carretera Hacia Coco Solo, Colon, Panama
Peru
AstraZeneca Peru S.A.	100%
Calle Las Orquídeas N° 675, Int. 802,
Edificio Pacific Tower, San Isidro, Lima, Peru
Philippines
AstraZeneca Pharmaceuticals (Phils.) Inc.	100%
18th Floor, EcoPrime Tower, 32nd Street
corner 9th Avenue, Bonifacio Global City,
Taguig City, 1634, Philippines
Poland
AstraZeneca Pharma Poland Sp.z.o.o.	100%
Alexion Pharma Poland Sp.z.o.o.	100%
Evinova Poland sp. z o.o	100%
Postępu 14, 02-676, Warszawa, Poland
Portugal
Astra Alpha Produtos Farmacêuticos Lda	100%
AstraZeneca Produtos Farmacêuticos Lda	100%
Novastra Promoção e Comércio	100%
Farmacêutico Lda
Novastuart Produtos Farmacêuticos Lda	100%
Stuart-Produtos Farmacêuticos Lda	100%
Zeneca Epsilon –	100%
Produtos Farmacêuticos Lda
Zenecapharma Produtos Farmacêuticos,	100%
Unipessoal Lda
Rua Humberto Madeira, No 7, Queluz de Baixo,
2730-097, Barcarena, Portugal
Puerto Rico
IPR Pharmaceuticals, Inc.	100%
Road 188, San Isidro Industrial Park,
Canóvanas, 00729, Puerto Rico
Romania
AstraZeneca Pharma S.R.L.	100%
Bucharest, 1A Tipografilor Street,
MUSE Offices, 2nd and 3rd Floor,
District 1, 013714, Romania
Russia
AstraZeneca Industries OOO LLC	100%
81 Vostochniy Lane, Dobrino Village,
Borovskiy District, Kaluga Region,
249006, Russian Federation
AstraZeneca Pharmaceuticals LLC	100%
1 Krasnogvardeyskiy Lane 21, Bld.1,
Floors 20-30, Moscow, 123112,
Russian Federation
Alexion Pharma LLC	100%
12 Presnenskaya Embankment, Premises 1/36,
Moscow, 123112, Russian Federation


At 31 December 2025	Group Interest
Saudi Arabia
AstraZeneca Continent –	100%
Regional Headquarter
Al-Nakhlah Tower, Floor 13th Ath Thumamah
Road, Al Sahafa District, P.O. Box 42150,
Riyadh, Kingdom of Saudi Arabia
AstraZeneca Trading Company	100%
8125 Prince Sultan, 2086 Ar Rawdah District,
23435, Jeddah, Kingdom of Saudi Arabia
Singapore
AstraZeneca Pharmaceuticals	100%
Singapore Pte. Limited
AstraZeneca Singapore Pte Ltd	100%
10 Kallang Avenue #12-10, Aperia Tower 2,
339510, Singapore
South Africa
AstraZeneca Pharmaceuticals (Pty) Limited	100%
17 Georgian Crescent West,
Northdowns Office Park,
Bryanston, 2191, South Africa
South Korea
AstraZeneca Korea Co. Ltd	100%
21st Floor, Asem Tower, 517, Yeongdong-daero,
Gangnam-gu, Seoul 06164, Republic of Korea
Alexion Pharma Korea LLC	100%
41 FL., 152 Teheran-ro
(Yeoksam-dong Gangnam Finance Center),
Gangnam-gu, Seoul 06164, Republic of Korea
Spain
AstraZeneca Farmaceutica Holding Spain SA	100%
AstraZeneca Farmaceutica Spain SA	100%
Evinova Spain SL	100%
Fundación AstraZeneca	100%
Laboratorio Beta SA	100%
Laboratorio Lailan SA	100%
Laboratorio Tau SA	100%
Calle del Puerto de Somport, 21-23,
Madrid 28050, Spain
Alexion Pharma Spain SL	100%
Avinguda de Roma, 81, Floor 7,
Barcelona 08028, Spain
Sweden
AstraZeneca AB	100%
AstraZeneca Biotech AB	100%
AstraZeneca BioVentureHub AB	100%
AstraZeneca International	100%
Holdings Aktiebolag
AstraZeneca Pharmaceuticals Aktiebolag	100%
AstraZeneca Södertälje 2 AB	100%
SE-151 85 Södertälje, Sweden
Evinova AB	100%
431, 53 Mölndal, Stockholm,
Södertälje, Sweden
Alexion Pharma Nordics Holding AB	100%
Alexion Pharma Nordics AB	100%
Hagaplan 4, 113 68 Stockholm, Sweden

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Group Subsidiaries and Holdings

AstraZeneca

Annual Report & Form 20-F Information 2025

195


At 31 December 2025	Group Interest
Switzerland
Alexion Pharma GmbH	100%
AstraZeneca AG	100%
Evinova AG	100%
Neuhofstrasse 34, 6340 Baar, Switzerland
SixPeaks Bio AG	100%
Aeschenvorstadt 36, 4501 Basel, Switzerland
Spirogen Sarl (in liquidation)	100%
Rue du Grand-Chêne 5,
CH-1003 Lausanne, Switzerland
Taiwan
Alexion Pharma Taiwan Ltd	100%
AstraZeneca Taiwan Limited	100%
21st Floor, Taipei Metro Building 207,
Tun Hwa South Road, SEC 2 Taipei, Taiwan
Thailand
AstraZeneca (Thailand) Limited	100%
Asia Centre 19th floor, 173/20, South Sathorn Rd,
Khwaeng Thungmahamek, Khet Sathorn,
Bangkok, 10120, Thailand
Tunisia
AstraZeneca Tunisie SaRL	100%
Lot n°1.5.5 les jardins du lac,
bloc B les berges du lac Tunis, Tunisia
Turkey
AstraZeneca İlaç Sanayi ve	100%
Ticaret Limited Şirketi
Zeneca İlaç Sanayi ve Ticaret Anonim Şirketi	100%
(in liquidation)
Esentepe Mah. Büyükdere Cad. Levent 199
No: 199 İç Kapı No: 93 Şişli, İstanbul, Turkey
Alexion İlaç Ticaret Limited Şirketi	100%
İçerenköy Mahallesi Umut SK. and Ofis Sit. No:
10 12/73 Ataşehir, Istanbul 10-12/73, Turkey
Ukraine
AstraZeneca Ukraina LLC	100%
54 Simi Prakhovykh Street,
Kyiv, 01033, Ukraine
United Arab Emirates
AstraZeneca FZ-LLC	100%
Dubai Sciences Park Towers, Tower South,
S1706S, Dubai Sciences Park, Dubai,
United Arab Emirates
United Kingdom
Alexion Pharma UK Limited	100%
Ardea Biosciences Limited	100%
Astra Pharmaceuticals Limited	100%
AstraPharm	100%
AstraZeneca China UK Limited	100%
AstraZeneca Death In Service Trustee Limited	100%
AstraZeneca Employee Share Trust Limited	100%
AstraZeneca Finance Limited	100%
AstraZeneca Intermediate Holdings Limited 6	100%
AstraZeneca Investments Limited	100%
AstraZeneca Japan Limited	100%
AstraZeneca Nominees Limited	100%
AstraZeneca Quest Limited	100%


At 31 December 2025	Group Interest
AstraZeneca Share Trust Limited	100%
AstraZeneca Sweden Investments Limited	100%
AstraZeneca Treasury Limited	100%
AstraZeneca UK Limited	100%
AstraZeneca US Investments Limited 6	100%
AZENCO4 Limited	100%
AZENCO6 Limited	100%
Cambridge Antibody Technology	100%
Group Limited
Evinova Limited	100%
KuDOS Horsham Limited	100%
KuDOS Pharmaceuticals Limited	100%
Syntimmune Limited	100%
Zenco (No. 8) Limited	100%
Zeneca Finance (Netherlands) Company	100%
MedImmune Limited	100%
1 Francis Crick Avenue,
Cambridge Biomedical Campus,
Cambridge, CB2 0AA, United Kingdom
MedImmune U.K. Limited	100%
Plot 6, Renaissance Way,
Boulevard Industry Park,
Liverpool, L24 9JW, United Kingdom
United States
Acerta Pharma LLC 7	100%
121 Oyster Point Boulevard, South San Francisco,
CA 94080, United States
Alexion Pharmaceuticals, Inc.	100%
Achillion Pharmaceuticals Inc.	100%
Alexion US1 LLC 7	100%
Syntimmune LLC 7	100%
TeneoTwo, Inc.	100%
121 Seaport Boulevard Boston,
MA 02210, United States
AlphaCore Pharma, LLC 7, 12	100%
333 Parkland Plaza, Suite 5, Ann Arbor,
MI 48103, United States
Amolyt Pharma Inc.	100%
185 Alewife Brook Pkwy, Suite 210,
Cambridge, MA 02138, United States
Amylin Ohio LLC 7	100%
Amylin Pharmaceuticals, LLC 7	100%
Ardea Biosciences, Inc.	100%
AstraZeneca Collaboration Ventures, LLC 7	100%
AstraZeneca Finance and Holdings Inc.	100%
AstraZeneca Finance LLC 7	100%
AstraZeneca Pharmaceuticals LP 8	100%
Atkemix Nine Inc.	100%
Atkemix Ten Inc.	100%
AZ Biotech Holdings, Inc.	100%
Cincor Pharma Inc.	100%
Corpus Christi Holdings Inc.	100%
LogicBio Therapeutics, Inc.	100%
Omthera Pharmaceuticals, Inc.	100%
Optein, Inc.	100%
Stauffer Management Company LLC 7	100%
Zeneca Inc.	100%
Zeneca Holdings Inc.	100%
Zeneca Wilmington Inc. 6	100%
1800 Concord Pike, Wilmington,
DE 19803, United States


At 31 December 2025	Group Interest
AZ-Mont Insurance Company	100%
100 Bank Street, Suite 630, Burlington,
VT 05401, United States
Caelum Biosciences Inc.	100%
1200 Florence Columbus Road, Bordentown,
NJ 08505, United States
Evinova Inc.	100%
101 Orchard Ridge Drive, Gaithersburg,
MD 20878, United States
Fusion Pharmaceuticals US Inc.	100%
2 International Place, Suite 2310, Boston,
MA 02110, United States
Gracell Biopharmaceuticals, Inc.	100%
530 Lytton Avenue, 2nd Floor, Palo Alto,
CA 94301, United States
Icosavax, Inc.	100%
1930 Boren Avenue, Suite 1000, Seattle,
WA 98101, United States
MedImmune, LLC 7	100%
MedImmune Ventures, Inc.	100%
One MedImmune Way, Gaithersburg,
MD 20878, United States
Modella AI, Inc.	100%
72, Winthrop Street, Charlestown,
MA 02129, United States
Pearl Therapeutics, Inc.	100%
200 Cardinal Way, Redwood City,
CA 94063, United States
Portola Pharmaceuticals LLC 7	100%
ZS Pharma, Inc.	100%
1100 Park Place, Suite 300, San Mateo,
CA 94403, United States
Uruguay
AstraZeneca S.A.	100%
Yaguarón 1407 of 1205, 11.100,
Montevideo, Uruguay
Venezuela
AstraZeneca Venezuela S.A.	100%
Gotland Pharma S.A.	100%
Av. La Castellana, Torre La Castellana,
Piso 5, Oficina 5-G, 5-H, 5-I,
Urbanización La Castellana, Municipio Chacao,
Estado Bolivariano de Miranda, Venezuela
Vietnam
AstraZeneca Vietnam Company Limited	100%
18th Floor, A&B Tower, 76 Le Lai,
Ben Thanh Ward, District 1,
Ho Chi Minh City, Vietnam

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

196

Group Subsidiaries and Holdings

continued


At 31 December 2025	Group Interest
Subsidiaries where the effective interest
is less than 100%
Algeria
AstraZeneca Algeria	49%
Pharmaceutical Industries SPA
N° 20, Micro Zone d’Activité Hydra,
Centre des Affaires Dar El Madina, Bloc A,
6th Floor, Hydra, Algiers, Algeria
India
AstraZeneca Pharma India Limited 4	75%
Block N1, 12th Floor, Manyata Embassy
Business Park, Rachenahalli, Outer Ring Road,
Bangalore-560 045, India
United States
VaxNewMo, LLC 9, 10	19.66%
4447 McPherson Avenue, St. Louis,
MO 63108, United States
Joint Ventures
Hong Kong
IHP HK Holdings Limited (in liquidation)	50%
Unit 1402, 14th Floor, Henley Building,
No. 5 Queen’s Road Central, Hong Kong
United States
Montrose Chemical Corporation of California	50%
Suite 380, 600 Ericksen Ave N/E,
Bainbridge Island, WA 98110, United States


At 31 December 2025	Group Interest
Significant Holdings
China
Dizal (Jiangsu) Pharmaceutical Co., Ltd.	23.71 %
Room 404, 405, 416, Building C,
Huirong Business Plaza, 26 Hefeng Road,
Xinwu City, Jiangsu 214028, China
Wuxi AstraZeneca-CICC Venture Capital	22.13 %
Partnership (Limited Partnership)
Room 808, 8F, Building 99-2 Linghu Avenue,
Xinwu District, Wuxi, Jiangsu, China
United States
C.C. Global Chemicals Company	37.50 %
P.O. Box 7, MS2901, TX 76101-0007,
United States
Associated Holdings
Cayman Islands
Fuse Biosciences (Cayman) Limited 10	18.75 %
Palm Grove Unit 4, 265 Smith Road,
George Town, P.O. Box 52A Edgewater Way,
#1653, Grand Cayman KY1-9006,
Cayman lslands
HBM Holdings Limited	8.78 %
P.O. Box 472, Harbour Place, 2nd Floor,
103 South Church Street, George Town,
Grand Cayman, KY1-1106, Cayman Islands
France
Medetia SAS 10	10%
Institute Imagine, 24 Boulevard du
Montparnasse, 75015 Paris, France
Cellectis S.A. 1	43.85 %
8, rue de la Croix Jarry, 75013 Paris, France
Israel
AION Labs Innovation Lab Ltd.	19.23 %
CombinAble.AI Ltd. 10	11.25 %
ProPhet Bio Ltd. 10	11.70%
Renasis Bio Ltd. 10	11.25 %
TenAces Biosciences Ltd. 10	12.50 %
4 Oppenheimer Street, Building B,
Rehovot, 7670104, Israel


At 31 December 2025	Group Interest
Sweden
Swedish Orphan Biovitrum AB (publ)	9.72 %
Norra Stationsgatan 93A, Stockholm, Sweden
OnDosis AB	19.80 %
GoCo House, 5 tr, Gemenskapens gata 9,
431 53 Mölndal, Sweden
CCRM Nordic AB	19.90%
Förändringens Gata 10,
431 53 Mölndal, Sweden
Sferical AI Holding AB 11	20.00 %
Arsenalsgatan 8C, Box 16066,
103 22 Stockholm, Sweden
United Kingdom
Niox Group plc	15.82 %
Magdalen Centre, 1 Robert Robinson Ave,
Science Park, Oxford, OX4 4GA,
United Kingdom
United States
AbMed Corporation 1	18.00 %
68 Cummings Park Drive, Woburn,
MA 01801, United States
Amani Therapeutics, Inc. 10	15.00%
251 Little Falls Drive, Wilmington,
DE 19808, United States
Pathos AI, Inc 10	11.26 %
600 W Chicago Ave, 510 Chicago,
IL 60654, United States
Regio Biosciences, Inc. 10	19.54%
5237 River Road, #361 Bethesda,
MD 20816, United States

Employee Benefit Trusts


The AstraZeneca Employee Benefit Trust
AstraZeneca PSP/GRSP EBP
for Canadian Employees

Ownership held in ordinary and preference shares.

Ownership held by way of capital contribution.

10% directly held by AstraZeneca PLC.

Accounting year end is 31 March.

Accounting year end is 30 June.

Directly held by AstraZeneca PLC.

Ownership held as membership interest.

Ownership held as partnership interest.

Consolidated due to Zeneca Inc. having an option to acquire.

Ownership held in preference shares.

7.14% voting rights and preference shares.

Liquidated on 09 January 2026.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Company Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

197

Company Balance Sheet

at 31 December

AstraZeneca PLC

2025

2024

Notes

Fixed assets

Fixed asset investments

60,446

62,019

60,446

62,019

Current assets

Debtors – other

Debtors – amounts owed by Group undertakings

6,659

5,807

Cash and cash equivalents

–

6,682

5,815

Creditors: Amounts falling due within one year

Other payables

(203)

(202)

Income tax payable

(36)

–

Interest-bearing loans and borrowings

(1,200)

(1,997)

(1,439)

(2,199)

Net current assets

5,243

3,616

Total assets less current liabilities

65,689

65,635

Creditors: Amounts falling due after more than one year

Interest-bearing loans and borrowings

(13,801)

(14,549)

Income tax payable

–

(36)

Other payables

(37)

(47)

(13,838)

(14,632)

Net assets

51,851

51,003

Capital and reserves

Called-up share capital

388

Share premium account

35,266

35,226

Capital redemption reserve

153

Other reserves

1,583

1,741

Profit and loss account

14,461

13,495

Shareholders’ funds

51,851

51,003

$m means millions of US dollars.

The Company’s profit for the year was $5,812m (2024: $457m).

The Company Financial Statements from pages 197 to 203 were approved by the Board and were signed on its behalf by

Pascal Soriot

Aradhana Sarin

Director

10 February 2026

Company’s registered number 02723534

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

198

Company Statement of Changes in Equity

for the year ended 31 December

Capital

premium

redemption

Other

Profit and

Total

capital

account

reserve

reserves

loss account

equity

At 1 January 2024

388

35,188

153

1,779

17,640

55,148

Total comprehensive income for the period

Profit for the period

–

457

Total comprehensive income for the period

–

457

Transactions with owners, recorded directly in equity

Dividends

–

(4,602)

Capital reimbursements for share-based payments

–

(38)

–

(38)

Issue of Ordinary Shares

–

Total contributions by and distributions to owners

–

(38)

(4,602)

At 31 December 2024

388

35,226

153

1,741

13,495

51,003

Total comprehensive income for the period

Profit for the period

–

5,812

Total comprehensive income for the period

–

5,812

Transactions with owners, recorded directly in equity

Dividends

–

(4,846)

Capital reimbursements for share-based payments

–

(158)

–

(158)

Issue of Ordinary Shares

–

Total contributions by and distributions to owners

–

(158)

(4,846)

(4,964)

At 31 December 2025

388

35,266

153

1,583

14,461

51,851

The Other reserves arose from the cancellation of £1,255m share premium by the Company in 1993 and the redenomination of share capital of $157m in 1999. Included within Other reserves

at 31 December 2025 is a debit of $258m (31 December 2024: debit of $100m) in respect of cumulative share-based payment awards, which reduces the Company's ability to make

distributions out of its distributable reserves by an equivalent amount.

At 31 December 2025, all of the Profit and loss account reserve of $14,461m (31 December 2024: the overwhelming majority of $13,495m) was available for distribution, subject to filing

these Financial Statements with Companies House. When making a distribution to shareholders, the Directors determine profits available for distribution by reference to guidance on

realised and distributable profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of

Scotland in April 2017. The profits of the Company have been received in the form of receivables due from subsidiaries. The availability of distributable reserves in the Company is

dependent on those receivables meeting the definition of qualifying consideration within the guidance, and in particular on the ability of subsidiaries to settle those receivables within

a reasonable period of time. The Directors consider that, based on the nature of these receivables and the available cash resources of the Group and other accessible sources of funds,

at 31 December 2025 all (31 December 2024: the overwhelming majority) of the Company’s profit and loss reserves were available for distribution.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Company Accounting Policies

AstraZeneca

Annual Report & Form 20-F Information 2025

199

Company Accounting Policies

Basis of presentation of

ﬁnancial information

The Company is a public limited company,

limited by shares, incorporated and domiciled

in England & Wales. The registered address

is 1 Francis Crick Avenue, Cambridge

Biomedical Campus, Cambridge, CB2 0AA.

These financial statements were prepared

in accordance with FRS 101 ‘Reduced

Disclosure Framework’.

In preparing these financial statements,

the Company applied the recognition,

measurement and disclosure requirements

of International Financial Reporting Standards

as adopted by the UK (UK-adopted

International Accounting Standards), but

made amendments where necessary in

order to comply with the Companies Act

2006 and to take advantage of FRS 101

disclosure exemptions.

In these financial statements, the Company

has applied the exemptions available under

FRS 101 in respect of the following disclosures:

•

Statement of Cash Flows and related notes

•

disclosures in respect of transactions

with wholly owned subsidiaries

•

disclosures in respect of

capital management

•

the effects of new but not yet effective IFRSs

•

disclosures in respect of the compensation

of Key Management Personnel.

As the Group Financial Statements (presented

on pages 125 to 196) include the equivalent

disclosures, the Company has also taken

the exemptions under FRS 101 available in

respect of the following disclosures:

•

IFRS 2 ‘Share-based Payment’ in respect

of Group settled share-based payments

•

certain disclosures required by IFRS 13

‘Fair Value Measurement’ and the

disclosures required by IFRS 7 ‘Financial

Instruments: Disclosures’.

No individual profit and loss account is

prepared as provided by section 408 of

the Companies Act 2006.

Basis of accounting

The Company Financial Statements are

prepared under the historical cost convention

and on a going concern basis, in accordance

with the Companies Act 2006.

The following paragraphs describe the

main accounting policies, which have been

applied consistently.

Estimates and judgements

The preparation of the Company Financial

Statements in conformity with generally

accepted accounting principles requires

management to make estimates and

judgements that affect the reported amounts

of assets and liabilities at the date of the

Financial Statements and the reported

amounts of revenues and expenses during

the reporting period. Actual results could

differ from those estimates. There are no

key judgements or significant estimates.

Foreign currencies

Foreign currency transactions, being

transactions denominated in a currency other

than the Company’s functional currency, are

translated into US dollars at average rates

for the relevant monthly accounting periods,

which approximate to actual rates.

Monetary assets and liabilities arising from

foreign currency transactions are retranslated

at exchange rates prevailing at the reporting

date. Exchange gains and losses on loans and

on short-term foreign currency borrowings

and deposits are included within Finance

expense. Exchange differences on all other

foreign currency transactions are recognised

in Operating profit.

Non-monetary items arising from foreign

currency transactions are not retranslated

in the Company’s accounting records.

Taxation

The current tax payable is based on taxable

profit for the year. Taxable profit differs

from reported profit because taxable profit

excludes items that are either never taxable

or tax deductible or items that are taxable

or tax deductible in a different period. The

Company’s current tax assets and liabilities

are calculated using tax rates that have

been enacted or substantively enacted by

the reporting date. Current tax includes the

Company’s charge for any Pillar Two

income taxes.

Deferred tax is provided using the balance

sheet liability method, providing for temporary

differences between the carrying amounts

of assets and liabilities for financial reporting

purposes and the amounts used for taxation

purposes. Deferred tax liabilities are

recognised unless they arise from the initial

recognition (other than in a business

combination) of assets and liabilities in a

transaction that affects neither the taxable

profit nor the accounting profit. Deferred tax

liabilities are not recognised to the extent they

arise from the initial recognition of non-tax

deductible goodwill. Deferred tax assets are

recognised to the extent that there are future

taxable temporary differences or it is probable

that future taxable profit will be available

against which the asset can be utilised. This

requires judgements to be made in respect

of the availability of future taxable income.

No deferred tax asset or liability is recognised

in respect of temporary differences

associated with investments in subsidiaries

and branches where the Company is able to

control the timing of reversal of the temporary

differences and it is probable that the

temporary differences will not reverse in the

foreseeable future.

The Company’s deferred tax assets and

liabilities are calculated using tax rates that

are expected to apply in the period when the

liability is settled or the asset realised based

on tax rates that have been enacted or

substantively enacted by the reporting date.

The Company applies the exception to

recognising and disclosing information about

deferred tax assets and liabilities related to

Pillar Two income taxes, as provided in the

amendments to IAS 12 ‘Income Taxes’ issued

in May 2023.

Liabilities for uncertain tax positions require

management to make judgements of potential

exposures in relation to tax audit issues

based upon interpretation of applicable laws

and regulations and the expectation of how

the tax authority will resolve the matter. Tax

benefits are recognised when it is probable

the tax positions will be accepted by the tax

authorities. When a position is not considered

probable of being accepted, management

reviews each material tax benefit and reflects

the effect of the uncertainty in determining

the related taxable result. This is measured

using either the most likely amount or the

expected value amount depending on which

method the entity expects to better predict

the resolution of the uncertainty.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Company Accounting Policies

continued

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

200

Investments

Fixed asset investments, including investments

in subsidiaries, are stated at cost and reviewed

for impairment if there are indications that

the carrying value may not be recoverable.

Debtors

Amounts owed by Group undertakings are

recognised initially at fair value. Subsequent

to initial recognition they are measured at

amortised cost using the effective interest

method, less any impairment losses.

The recoverability of these balances has

been assessed in accordance with IFRS 9

‘Financial Instruments’ and no impairment has

been identified. The amounts owed by Group

undertakings are considered to have low

credit risk, due to timely payment of interest

and settlement of principal amounts on

agreed due dates, limiting the loss allowance

to 12-month expected credit losses.

Amounts owed by Group undertakings are

written off where there is no reasonable

expectation of recovery. Impairment losses

are presented as net impairment losses

within Operating profit, any subsequent

recoveries are credited against the same line.

Other payables

Liabilities included in Other payables are

recognised initially at fair value. Subsequent

to initial recognition they are remeasured at

either amortised cost using the effective

interest method or at fair value using an

expected credit loss model.

Financial instruments

Interest-bearing loans are initially measured

at fair value (with direct transaction costs

being amortised over the life of the loan) and

are subsequently measured at amortised

cost using the effective interest method at

each reporting date. Changes in carrying

value are recognised in profit.

Share-based payments

The issuance by the Company to employees

of its subsidiaries of a grant of awards over

the Company’s shares, represents additional

capital contributions by the Company to its

subsidiaries (or capital reimbursement from

those subsidiaries). An additional investment/

divestment in subsidiaries results in a

corresponding increase/decrease in

shareholders’ equity. The additional capital

contribution/reimbursement is based on the

fair value of the grant issued, allocated over

the underlying grant’s vesting period, less the

market cost of shares charged to subsidiaries

in settlement of such share awards.

Litigation

Through the normal course of business,

the AstraZeneca Group is involved in legal

disputes, the settlement of which may

involve cost to the Company. A provision is

made where an adverse outcome is probable

and associated costs, including related legal

costs, can be estimated reliably. In other

cases, appropriate disclosures are included.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Notes to the Company Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

201

Notes to the Company Financial Statements

1 Fixed asset investments

Investments in subsidiaries

Loans

Total

At 1 January 2024

49,059

15,130

64,189

Additions during the year

33,745

–

33,745

Disposals during the year

(33,745)

–

(33,745)

Transfer to Debtors – amounts owed by Group undertakings

–

(1,997)

Capital reimbursement

(54)

–

(54)

Exchange

–

(156)

Amortisation

–

Other movements

–

At 31 December 2024

49,031

12,988

62,019

Return of capital from subsidiaries

(500)

–

(500)

Transfer to Debtors – amounts owed by Group undertakings

–

(1,199)

Capital reimbursement

(207)

–

(207)

Exchange

–

335

Amortisation

–

Other movements

(10)

–

(10)

At 31 December 2025

48,314

12,132

60,446

Loans to subsidiaries consists of bonds which are issued externally and are issued back to Group undertakings with comparable terms on interest

rates and are repayable on maturity, details of which are disclosed in Note 3. The recoverability of these inter-company loans has been assessed

in accordance with IFRS 9 ‘Financial Instruments’ with no impairment identified. The inter-company balances are considered to have low credit

risk due to timely payment of interest and settlement of principal amount on agreed due dates, limiting the loss allowance to 12-month expected

credit losses. In 2025, there have been no credit losses (2024: $nil).

Return of capital from subsidiaries relates to an income dividend received, which has been accounted for as return of capital due to a potential

future simplification of the organisational structure.

The other movements comprise a reduction of $10m representing revaluation of carrying value of guarantees provided by the Company to its

subsidiary as explained in Notes 2 and 3.

2 Other payables

2025

2024

Amounts falling due within one year

Other creditors

200

199

Deferred income

203

202

Amounts falling due after more than one year

Other creditors

Other creditors due after more than one year comprise an amount representing the carrying value of the guarantees provided by the Company

to its subsidiary for the bonds issued externally as explained in Note 3. As at 31 December 2025, the carrying value of the guarantees was $37m

(2024: $47m).

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Notes to the Company Financial Statements

continued

Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

202

3 Loans and borrowings

Repayment

2025

2024

dates

Amounts due within one year

Interest-bearing loans and borrowings (unsecured)

3.375% Callable bond

US dollars

2025

–

1,997

0.7% Callable bond

US dollars

2026

1,200

–

Total amounts due within one year

1,200

1,997

Amounts due after more than one year

Interest-bearing loans and borrowings (unsecured)

0.7% Callable bond

US dollars

2026

–

1,198

3.625% Callable bond

euros

2027

880

780

3.125% Callable bond

US dollars

2027

749

748

1.25% Callable bond

euros

2028

936

829

4% Callable bond

US dollars

2029

997

996

0.375% Callable bond

euros

2029

936

829

1.375% Callable bond

US dollars

2030

1,295

5.75% Non-callable bond

pounds sterling

2031

469

438

3.75% Callable bond

euros

2032

878

778

6.45% Callable bond

US dollars

2037

2,728

2,727

4% Callable bond

US dollars

2042

989

4.375% Callable bond

US dollars

2045

982

4.375% Callable bond

US dollars

2048

738

2.125% Callable bond

US dollars

2050

488

487

3% Callable bond

US dollars

2051

736

735

Total amounts due after more than one year

13,801

14,549

Total loans and borrowings

15,001

16,546

2025

2024

Loans and borrowings are repayable:

After five years from balance sheet date

8,008

9,169

From two to five years

4,164

4,182

From one to two years

1,629

1,198

Within one year

1,200

1,997

Total unsecured

15,001

16,546

All borrowings are issued with fixed interest rates.

In addition, the Company acts as guarantor for bonds issued by its wholly-owned subsidiary, AstraZeneca Finance LLC. AstraZeneca Finance LLC

is the issuer of $1,250m 1.200% Notes due 2026, $1,250m 4.800% Notes due 2027, $1,100m 4.875% Notes due 2028, $1,250m 1.750% Notes

due 2028, $1,250m 4.850% Notes due 2029, $650m 4.900% Notes due 2030, €650m 3.121% Notes due 2030, $1,000m 4.900% Notes due

2031, $750m 2.250% Notes due 2031, $500m 4.875% Notes due 2033, €750m 3.278% Notes due 2033 and $1,500m 5.000% Notes due 2034

(the ‘AstraZeneca Finance Notes’). Each series of AstraZeneca Finance Notes has been fully and unconditionally guaranteed by the Company.

Each of the guarantees by AstraZeneca PLC is full and unconditional and joint and several.

The guarantee by AstraZeneca PLC of the AstraZeneca Finance Notes is the senior unsecured obligation of AstraZeneca PLC and ranks equally

with all of AstraZeneca PLC’s existing and future senior unsecured and unsubordinated indebtedness. Each guarantee by AstraZeneca PLC is

effectively subordinated to any secured indebtedness of AstraZeneca PLC to the extent of the value of the assets securing such indebtedness.

The AstraZeneca Finance Notes are structurally subordinated to indebtedness and other liabilities of the subsidiaries of AstraZeneca PLC, none

of which guarantee the AstraZeneca Finance Notes.

4 Called-up share capital

Details of share capital movements in the year are included in Note 24 to the Group Financial Statements.

Strategic Report

Corporate Governance

Financial Statements

Sustainability Statement

Additional Information

Financial Statements | Notes to the Company Financial Statements

AstraZeneca

Annual Report & Form 20-F Information 2025

203

5 Contingent liabilities

Securities Litigation

Considered to be a contingent liability

•

In December 2024, a putative securities class action lawsuit was filed in the US District Court for the Central District of

California against AstraZeneca PLC and certain officers, on behalf of purchasers of AstraZeneca publicly traded securities

between February 2022 and December 2024.

•

The case was subsequently transferred to the US District Court for the Southern District of New York.

University of Sheffield

Contract Dispute

Considered to be a contingent liability

•

In June 2024, AstraZeneca was served with a lawsuit filed by the University of Sheffield (Sheffield). In its complaint,

Sheffield alleges that AstraZeneca made misrepresentations to induce Sheffield to amend a patent licence agreement

relating to

Lynparza

•

Trial has been scheduled to begin in June 2026.

6 Statutory and other information

The Directors of the Company were paid by another Group company in 2025 and 2024.

7 Subsequent events

There were no material subsequent events.

Sustainability

Statement

Contents

General disclosures

205

Topical disclosures

211

Environmental disclosures

211

Social disclosures

217

Governance disclosures

219

Independent Sustainability

Assurance Report

220

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

204

AstraZeneca

Annual Report & Form 20-F Information 2025

Sustainability Statement

Basis for preparation

UK statutory sustainability reporting

Non-Financial and Sustainability

Information Statement and the Task Force

on Climate-related Financial Disclosures

(TCFD) recommended disclosures

The areas listed below include references

to our relevant policies, due diligence

processes and information on how we

are performing against various measures.

Information on the key non-financial

performance indicators relevant to our

business is presented alongside the

material sustainability matters.

•

Business model, pages 8 and 9

•

Environmental matters, pages 42 to 45,

and 211 to 214

•

Climate-related disclosures, pages 42

to 44, and 211 to 214

•

Employees, pages 39, 217 and 218

•

Social matters, pages 30, 31, 39, 41, 217

and 218

•

Human rights, pages 39, 206, 207 and 217

•

Anti-corruption and anti-bribery

matters, pages 34 and 219

•

Principal Risks, pages 48 to 49.

We have made disclosures within the

Annual Report consistent with the four

recommendations of the TCFD, the 11

recommended disclosures and all sector

guidance, and in compliance with the

requirements of UK Listing Rule 6.6.6(8)

of the UK Financial Conduct Authority.

The table on page 208 sets out the required

climate-related disclosures from ESRS E1

Climate Change, the TCFD framework and

UK Companies Act 2006, section 414CB,

and shows where further information

can be found.

Sustainability reporting in accordance

with European Sustainability Reporting

Standards (ESRS)

The Group’s sustainability disclosures

have been prepared on a consolidated basis.

The scope of consolidation is consistent with

the scope of the Consolidated Financial

Statements. For the Group’s accounting

policies, Basis of accounting and preparation

of financial information, see page 129.

The Group’s sustainability disclosures

address material impacts, risks and

opportunities (IROs) across its value chain,

including the Group’s own operations.

The Group’s sustainability disclosures have

been prepared in accordance with the ESRS

as required by the Swedish Annual Accounts

Act Sections 12-12f. Data points in the ESRS

are disclosed to the extent information

is material.

The time horizons used for the Group’s

sustainability disclosures are: short term as

up to one year, medium term as one to three

years and long term as more than three

years. This is consistent with the Group’s

financial planning and risk management.

Metrics, including when upstream and

downstream value chain data is included,

are described in the individual metric

methodologies. Metrics which have a high

level of measurement uncertainty are:

•

Scope 3 GHG emissions estimate based

on expenses – see page 213

•

Average level of patient adherence

assumption used in number of patients

treated estimate – see page 218.

Any forward-looking information included

in this Statement, including assumptions

and conclusions of the double materiality

assessment, is subject to the Cautionary

statement regarding forward-looking

statements on page 228.

Incorporation by reference

For ESRS disclosures incorporated by

reference to other sections of the Annual

Report, see the table Cross-references

to other parts of the Annual Report on

pages 208 to 210.

Use of phase-in provisions in accordance

with Appendix C of ESRS 1

We have used the phase-in provisions as

described in the Delegated Regulation (EU)

2025/1416 for disclosures relating to E4

Biodiversity and ecosystems, and S4

Consumers and end-users. We have also

opted to use the phase-in provisions listed in

ESRS 1 Appendix C applicable to AstraZeneca.

Governance

Statement on due diligence

At AstraZeneca, sustainability due diligence

is embedded across our Code of Ethics and

supporting standard and core business

processes, ensuring that sustainability IROs

are identified, assessed, and addressed

throughout decision making and execution.

Sustainability matters are considered as part

of the Group’s Enterprise Risk Management

process and in the due diligence processes

of larger acquisitions.

Risk management and internal controls

over sustainability reporting

We have continued our work this year

to design and implement a robust controls

framework which aims to ensure that risks

to accurate sustainability reporting are

appropriately mitigated. Our approach

is to align controls to key aspects of the

sustainability reporting process, including

the scope of reporting, data collection and

review, and the preparation and review of

sustainability disclosures contained in the

Annual Report.

We continue to evaluate our processes and

adapt the control environment where needed.

To ensure that the control environment

remains appropriate, we assess where

sustainability reporting could be misstated

based on the materiality of disclosures, the

complexity of processes, the nature of the

data being collected and the probability

of errors, omissions or fraud, and adjust

the control environment where required.

Our governance mechanisms for sustainability

reporting are similar to the existing governance

over financial reporting and cover our

continued process to implement and monitor

controls. Any findings are reported to the

Audit Committee.

Core elements of environmental and social due diligence

Due diligence element

Page references

Embedding due diligence in governance, strategy and business model

Pages 206 to 207, 208 to 210 (GOV-2, GOV-3, SBM-3)

Engaging with affected stakeholders

Pages 206 to 207, 208 to 210 (GOV-2, SBM-2, S1-2, S1-3, BP-2 Patient

safety and product quality), 211

Identifying and assessing negative impacts on people

and the environment

Pages 206 to 207, 208 to 210 (SBM-3, G1-1)

Taking action to address negative impact

Pages 208 to 210 (E2-2, S1-4, E1-3, MDR-A, BP-2 17d)

Tracking effectiveness of these efforts

Pages 208 to 210 (MDR-M, MDR-T, BP-2 17b and 17e, G1-4, E1-6, E1-4),

211 to 213, 217 to 218, 219

Data points derived from other EU legislation: SFDR.

205

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Sustainability Statement

General disclosures

Raw materials and supply chain

Sourcing and supplying raw materials

and manufacturing medicinal products

AstraZeneca's own operations

R&D, manufacturing and marketing

of our medicines

Downstream distribution

Distribution of our medicines to patients

Patients

Use of our medicines by patients

Disposal

Disposal of waste products and packaging

by AstraZeneca and patients

Summarised IRO

Type

of IRO

Time

horizon

Applicable ESRS

Viability

scenario

Further details on the IRO can

be found in the Business Review

Raw materials

and supply

chain

Own

operations

Distribution

Patients

Disposal

Financial and reputational risks

due to climate credentials

E1 Climate change

Transition plan for climate

change, page 42.

Potential impacts on patients

due to climate disasters

Climate change adaptation,

page 44.

Patient discharge of

persistent pharmaceuticals

E2 Pollution

Pharmaceuticals in the

environment, page 45.

Regulatory risks due

to PFAS restrictions

PFAS restrictions, page 45.

Opportunities from the creation

of new medicines

S4 Consumers and

end-users and S1

Own workforce

Sustainable innovation, page 30,

and Developing skills and

capabilities, page 39.

Financial and compliance risks

related to ethical violations

G1 Business

conduct and S1

Own workforce

Developing skills and capabilities,

page 39, and Business conduct,

pages 34 and 35.

Financial risk due to

irresponsible marketing

Cybersecurity incidents

affecting product delivery

and patients’ health

G1 Business

conduct

Cybersecurity and data privacy,

page 36.

Financial and reputational

risks related to disruption to

IT systems, including

cybersecurity breaches

G1 Business

conduct and S1

Own workforce

Cybersecurity and data privacy,

page 36, and Developing skills

and capabilities, page 39.

Reputational risks related

to data privacy and data

management

Potential data privacy

incidents affecting

stakeholders’ privacy rights

G1 Business

conduct

Cybersecurity and data privacy,

page 36.

Key:

Risk

Transitional risk

Potential negative impact

Opportunity

Short: up to one year

Medium: one to three years

Long: more than three years

Additional material IROs were also identified across the ESRS in scope of Delegated Regulation (EU) 2025/1416. The interaction between

the material topics, our strategy and business model are outlined in the topical disclosures, see page references in the table on page 207.

Material impacts, risks and opportunities

Location in the value chain

For more information on the

Viability Statement, see

page 46.

Impact, risk and opportunity

management

In 2024, we performed a double materiality

assessment in compliance with the ESRS.

The assessment considered both the Group’s

impacts on people and the environment

as well as sustainability-related risks and

opportunities to the Group’s prospects.

We have identified and assessed IROs

consistent with our functional activities

which take place (and are managed)

globally on a highly integrated basis.

The Group’s impacts on people and the

environment were identified through

research using sources such as sector

guidance and benchmarking, as well

as understanding the interests and views

of stakeholders through dialogue. The

identification of water and pollution-related

impacts was informed by the geography

of the Group’s sites, suppliers and our

commercial footprint.

Findings from our due diligence processes

were used to inform scoring of negative and

positive IROs. Our due diligence processes

include monitoring the compliance of our

suppliers with our Code of Conduct for

Third Parties, through our third-party risk

management (3PRM) system. Before and

after we contract with third parties, we assess

whether their reputation and actions align

with our expectations and address concerns.

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Additional Information

Financial Statements

Strategic Report

Sustainability Statement

General disclosures

continued

Once contracted, we undertake supplier

site audits of selected suppliers, using the

Pharmaceutical Supply Chain Initiative

(PSCI) Audit processes and documentation.

Collectively, these processes assess topics

such as human and labour rights, safety,

health and environment, anti-bribery and

anti-corruption, data privacy and IT security,

suppliers’ management systems,

employment principles, as well as risk

management processes. We also conduct

biannual human rights labour reviews in

all countries where we have employees,

focused on the International Labour

Organization’s core themes.

The results of due diligence findings, as

well as internal assessments and research,

inform the double materiality assessment.

Negative and positive impacts were initially

scored using results of due diligence

findings, internal assessments and research.

Subsequently, findings were confirmed by

internal and external stakeholders. External

stakeholders represented patient groups,

suppliers, investors, academia and non-

governmental organisations. Their input was

used to refine and validate the assessments

and scores, in line with defined scoring criteria.

The identification and assessment of

sustainability-related risks and opportunities

was carried out based on prevailing

exposures, taking account of mitigations

in place at the reporting date. This approach

is aligned to the Group’s risk management

framework (see our Risk Overview from

page 47).

The double materiality assessment utilised

quantitative and qualitative thresholds,

aligned with the Group’s risk appetite, to

determine material IROs. The assessment

was then reviewed by representatives of

the SET and the Board.

In 2025, we updated our double materiality

assessment utilising the same methodology

as in 2024. This resulted in Use and sourcing

of raw materials being determined to be

material. People is a material topic based

on the dependency on our people to deliver

on our Ambition 2030 and uphold the

Company’s values. However, Talent

attraction and retention was not determined

to be a material topic in 2025.

Material impacts, risks and opportunities

The material IROs identified in the double

materiality assessment are presented

on page 40. These material IROs are

integrated into our business strategy and

processes, see the topical disclosures.

The Board assesses the Group’s resilience

through a viability assessment, see the

Viability Statement on page 46. Our viability

scenarios have been formulated taking

sustainability risks into consideration

where appropriate.

For information on the impact of material

sustainability topics on the Group’s financial

statements, see the Group Accounting

Policies in the Financial Statements from

page 129.

Materiality of metrics in the

Sustainability Statement

Metrics related to the IROs are included

if they are used to track effectiveness of our

progress internally and they are complete

to the extent of the material impact, risk or

opportunity for the Group. These principles

apply to both metrics that derive from the

ESRS and for entity-specific metrics. Data

points derived from other EU legislation and

environmental metrics under an operational

control boundary, where not material, have

not been disclosed.

List of ESRS Disclosure Requirements complied with

ESRS 2 – General disclosures

Page

BP-1 – Basis for preparation

205

BP-2 – Specific circumstances

205, 208-210,

213, 218

GOV-1 – Governance roles

208-210

GOV-2 – Governance

205, 208-210

GOV-3 – Incentive schemes

208-210

GOV-4 – Due diligence

205

GOV-5 – Risk management

205

SBM-1 – Strategy, business model

and value chain

208-210

SBM-2 – Stakeholders

206-207,

208-210

SBM-3 – Interaction of material IROs

with strategy

206, 208-210

IRO-1 – Processes

206-207

IRO-2 – ESRS Disclosure

Requirements (DR) covered

205, 207-208

S1 – Own workforce (People)

Page

S1-1, MDR-P – Policies

206-207,

208-210, 217

S1-2 – Engaging own workforce

208-210

S1-3 – Channels to raise concerns

208-210

S1-4, MDR-A – Actions

208-210

MDR-M – Metrics

208-210, 218

MDR-T – Targets

211

G1 – Business conduct

Page

G1.GOV-1 – Role of supervisory

bodies

208-210

G1-1, MDR-P – Policies

208-210, 219

G1-3 – Procedures

208-210, 219

MDR-A – Actions

208-210

G1-4, MDR-M – Metrics

208-210

MDR-T – Targets

211

E2 – Pollution (Nature)

Page

MDR-P – Policies

211

E2.IRO-1 – Processes

206-207

E2-2, MDR-A – Actions

208-210

MDR-T – Targets

211

E4 – Biodiversity and ecosystems

(Nature)

Page

ESRS 2 17 a, c-d

206, 208-210,

211

S4 – Consumers and end-users

(Sustainable Innovation)

Page

ESRS 2 17 a-e

206, 208-210,

217-218

S4 – Consumers and end-users

(Patient safety and product

quality)

Page

ESRS 2 17 a, c-e

206, 208-210,

217-218

S4 – Consumers and end-users

(Accessible and affordable

healthcare)

Page

ESRS 2 17 a-e

206, 208-210,

217-218

G1 – Business conduct

(Cybersecurity and data privacy)

Page

MDR-P – Policies

219

MDR-A – Actions

208-210

MDR-M – Metrics

208-210, 219

MDR-T – Targets

211

207

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Financial Statements

Strategic Report

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E1 – Climate change

TCFD

Companies Act

Disclosure Requirements

Page

E1.GOV-3: Incentive schemes

Governance: The Board’s oversight of climate-related

risks and opportunities, and management's role in

assessing and managing climate-related risks and

opportunities

Governance arrangements for climate-related risks

and opportunities

42, 82, 83,

85, 86,

208-210

E1-1: Transition plan

E1.SBM-3: Material IROs

Strategy: Climate-related risks and opportunities

identified over short, medium and long term

Principal climate-related risks and opportunities

46, 47, 206,

208-210,

214

Strategy: Impact of climate-related risks and

opportunities on the company's businesses,

strategy and financial planning

Impacts of the principal climate-related risks and

opportunities on the business model and strategy

Strategy: Resilience of the organisation’s strategy

Resilience of the company’s business model

and strategy

E1.IRO-1: Processes

E1-2: Policies

MDR-P: Policies

E1-3: Actions

MDR-A: Actions

Risk Management: Processes for identifying

and assessing climate-related risks

Identification and assessment of climate-related

risks and opportunities

46, 47, 205,

206-207,

208-210,

211

Risk Management: Processes for managing

climate-related risks

Management of climate-related risks and

opportunities

Risk Management: How processes for identifying,

assessing and managing climate-related risks are

integrated into overall risk management

Integration into the company’s overall risk

management process

E1-6: Scopes 1, 2 and 3

MDR-M: Metrics

Metrics and Targets: Metrics to assess climate-related

risks and opportunities

Key performance indicators used to assess

progress against targets and calculations behind the

key performance indicators

208-210,

212-213

Metrics and Targets: Scope 1, Scope 2 and Scope 3

GHG emissions, and the related risks

E1-4: Targets

MDR-T: Targets

Metrics and Targets: Targets used by the organisation

to manage climate-related risks and opportunities

Targets used by the company

208-210,

211

In the double materiality assessment, we did not identify any material IROs related to ESRS E3, E5, S2 and S3. As such, these standards are

not referenced in this Sustainability Statement.

Cross-references to other parts of the Annual Report

ESRS

Paragraph

Cross-reference

General disclosures

ESRS 2

GOV-1

21a, 21c, 21d

, 21e

People: Inclusion and diversity, page 39. Board of Directors as at 10 February 2026, pages 68

and 69, Senior Executive Team (SET) as at 10 February 2026, page 70, Compliance with the

UK Corporate Governance Code: G. Board composition, independence and division of

responsibilities, page 71. Nomination and Governance Committee Report: Non-Executive

Directors’ experience, page 79, and Table 1 and Table 2, page 80.

21b

Global reach and presence – Employees by reporting region, page 27.

22a

Corporate Governance Overview, page 67.

22b

Sustainability Committee Report: The full role of the Sustainability Committee is set out in its

terms of reference, page 82.

22c

Sustainability Committee Report: Chair’s introduction, page 82.

22c(i), 22c(ii), 22d

Sustainability Committee Report: Chair’s introduction and Activities during the year, page 82.

22b

Audit Committee Report: The full role of the Audit Committee is set out in its terms of reference,

page 84.

22c

Audit Committee Report: Chair's introduction, page 83, and Committee overview – Role of

the Committee, page 84.

22c(i), 22c(ii)

Audit Committee Report: Committee overview – Role of the Committee, page 84.

22c(iii)

Compliance with the UK Corporate Governance Code: 4. Audit, risk and internal control, page 73.

22b

Directors' Remuneration Committee: The role of the Remuneration Committee is set out in

its terms of reference, page 90.

22c

Compliance with the UK Corporate Governance Code: 5. Remuneration, page 73.

22c(i), 22c(ii)

Directors' Remuneration Report: Key Committee activities in 2025, page 93.

22c(iii)

Directors’ Remuneration Report: Key Committee activities in 2025, page 93, and How the

Remuneration Committee ensures targets are stretching, page 96.

22d

Directors’ Remuneration Report: How the Remuneration Committee ensures targets

are stretching, page 96.

Nomination and Governance Committee Report: Committee's role, page 79.

Data points derived from other EU legislation: SFDR, Benchmark Regulation.

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General disclosures

continued

ESRS

Paragraph

Cross-reference

General disclosures

ESRS 2

GOV-1

23a, 23b

Board performance evaluation: 2025 overview, page 78, Board of Directors as at 10 February 2026,

pages 68 and 69, SET as at 10 February 2026, page 70, Sustainability Committee Report:

Chair's introduction, page 82.

GOV-2

26a, 26b, 26c

Sustainability Committee Report: Activities during the year, page 82.

26a

Audit Committee Report: Risk identification and management, page 84, Internal Audit, page 85,

and Engagement with employees and other stakeholders, page 85.

26b

Compliance with the UK Corporate Governance Code: 4. Audit, risk and internal control, page 73,

Sustainability Committee Report: Chair's introduction, page 82.

26c

Audit Committee Report: Chair's introduction, page 83, Cybersecurity risk, digital security and

information governance, page 84, and Sustainability reporting, page 85.

GOV-3

29, 29a, 29b, 29c

Directors' Remuneration Report: How our performance measures for 2026 support the delivery

of our strategy, page 95.

29c, 29d

Directors' Remuneration Report: Annual bonus, pages 98 to 102, and long-term incentives,

pages 102 to 105.

29e

Directors' Remuneration Report: Key Committee activities in 2025, page 93, and How the

Remuneration Committee ensures targets are stretching, page 96.

SBM-1

40a(i), 40a(ii)

Therapy Area Review: 2025 overview, pages 13, 17 and 23.

40a(iii)

Global reach and presence, page 27.

40e, 40f, 40g

Our Strategy and Key Performance Indicators, pages 10 and 11, Therapy Area Review: 2025

overview, pages 13, 17 and 23.

42, 42a, 42b, 42c

Our Purpose, Values and Business Model, pages 8 and 9.

SBM-2

45a, 45a(i), 45a(ii), 45a(iii),

45a(iv), 45a(v)

Connecting with our stakeholders, pages 74 to 76.

45d

How the Board engages with stakeholders, page 76.

SBM-3

48b, 48c(i), 48c(ii), 48c(iv)

Business conduct: AZ Ethics, Anti-bribery and anti-corruption, and Responsible sales and

marketing, pages 34 and 35, Cybersecurity and data privacy, page 36, People: Enabling an agile

organisation, and Developing skills and capabilities, page 39, Climate change, pages 42 to 44,

Nature, page 45.

48d

Group Accounting Policies, page 129.

48f

Viability Statement, page 46.

Climate change

E1-1

14, 16a, 16d

Climate change: Transition plan for climate change, page 42.

16b

Climate change: Scope 1 and 2 decarbonisation levers, page 42, and Scope 3 decarbonisation

levers, page 43.

16h, 16i

Climate change: Governance, page 42.

16j

Climate change: Climate performance, page 43, Scope 1 and 2 decarbonisation levers, page 42,

and Scope 3 decarbonisation levers, page 43.

E1-2

Climate change: Governance, page 42 and Climate change adaptation, page 44.

E1-3

29a, 29b

Climate change: Climate performance, page 43, Scope 1 and 2 decarbonisation levers, page 42,

Scope 3 decarbonisation levers, page 43.

E1-4

34e, 16a

Climate change: Transition plan for climate change, page 42.

34a, 34b

Climate change: Climate performance, page 43.

E1-6

48a, 49a, 49b, 50a, 51, 52a,

52b, AR 45d

AR 46g

Climate change: Highlighted sustainability metrics, page 42.

ESRS 2

MDR-A

68a, 68b, 68c

Climate change: Scope 1 and 2 decarbonisation levers, page 42, Scope 3 decarbonisation levers,

page 43, and Climate change adaptation, page 44.

MDR-T

80f, 80g

Climate change: Transition plan for climate change, page 42.

80d, 80j

Climate change: Climate performance, page 43.

MDR-M

Climate change: Highlighted sustainability metrics, page 42.

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ESRS

Paragraph

Cross-reference

E1.GOV-3

Directors’ Remuneration Report: How our performance measures for 2026 support the delivery

of our strategy, page 95, and Long-term incentives, pages 102 to 105.

E1.SBM-3

19a, 19b, 19c, AR 7b, AR 8b

Viability Statement, page 46.

E1.IRO-1

20a, AR 9, 20b, 20c, 21, AR:

11a, 11c, 11d, 12a, 12b, 12c, 12d,

13, 14

Climate change: Climate change adaptation, page 44.

Nature

E2-2

AR 13

Nature: Pharmaceuticals in the environment, and PFAS restrictions, page 45.

ESRS 2

MDR-A

68a, 68b, 68c

BP-2

17a, 17d

Nature: Use and sourcing of raw materials, page 45.

People

S1-1

People: Human Resources Standards, page 39.

S1-1

20b

People: Listening to our workforce, page 39, Engaging with our workforce, page 78.

S1-2

27, 27a, 27b, 27c, 27e, 28

S1-2

27, 27a, 27b, 27e

Business conduct: AZ Ethics, page 34.

S1-3

32b, 32c, 32d, 32e, 33

S1-4

38a, 38c, 38d, 40a, 40b

People: Developing skills and capabilities, page 39, Sustainable innovation, page 30,

Cybersecurity and data privacy, page 36.

ESRS 2

MDR-A

68a, 68b, 68c

MDR-M

People: Highlighted sustainability metrics, page 39.

Accessible and affordable healthcare

ESRS 2

BP-2

17a, 17b, 17c, 17d, 17e

Accessible and affordable healthcare, page 41.

Patient safety and product quality

ESRS 2

BP-2

17a, 17c, 17d, 17e

Patient safety and product quality, page 31.

Sustainable innovation

ESRS 2

BP-2

17a, 17c, 17d, 17e

Science and Innovation: Our performance in 2025, page 28, Sustainable innovation, page 30,

Therapy Area Review: 2025 overview, pages 13, 17 and 23.

Business conduct

G1-1

9, 10a, 10c, 10c(i), 10c(ii), 10e

Business conduct: AZ Ethics, page 34.

10g, 10h

Business conduct: Anti-bribery and anti-corruption, page 34.

G1-3

18a, 18b, 18c

Business conduct: AZ Ethics, page 34.

18c

Further information on risk management and controls – Global Compliance and GIA, page 73.

21a, 21b, 21c

Business conduct: Anti-bribery and anti-corruption, page 34.

ESRS 2

MDR-A

68a, 68b, 68c

Business conduct: Anti-bribery and anti-corruption, page 34, Responsible sales and marketing,

page 34.

ESRS 2

MDR-M

Note 30: Commercial litigation, pages 185 to 187, and Government investigations and

proceedings, page 188.

G1-4

24a

24b

Business conduct: Anti-bribery and anti-corruption, page 34.

G1.GOV-1

Corporate Governance Overview, page 67.

Board of Directors as at 10 February 2026, pages 68 and 69, SET as at 10 February 2026, page 70.

Cybersecurity and data privacy

ESRS 2

MDR-A

68a, 68b, 68c

Cybersecurity and data privacy, page 36.

MDR-M

Cybersecurity and data privacy: Highlighted sustainability metrics, page 36.

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Additional Information

Financial Statements

Strategic Report

Sustainability Statement

General disclosures

continued

Environmental policies

Key contents

Scope

Accountability

Material topics

Global Safety, Health and Environment (SHE) Standards and OneSHE Framework of internal standards, procedures and guidelines

Our SHE management system ensures the environmental

risks of our activities are assessed, operational controls are

in place, checks are completed through a risk-based audit

programme guided by an independent organisation and

there is an annual management review process.

Applies to all employees, temporary

staff and contractors across

AstraZeneca sites.

VP, Global Sustainability

and SHE

Climate change

and nature

Business Continuity Standard

Sets out our principles for consistent business continuity

process and governance, in order to support effective and

sustainable business resilience across AstraZeneca.

Each SET area/enabling function

must have an effective business

continuity arrangement in place

coordinated by a Business

Continuity Champion.

CFO/Chief Risk Officer

Climate change

Environmental targets

Target and relations to policy

Year

Notes

Climate change

By 2026, reduce absolute Scope 1 and 2

GHG emissions by 98%.

2026

Category 9 is excluded from the target boundary for 2030 target. Categories 10 and 14 assessed

as not relevant. Category 15 assessed as not material. Reductions are unlikely to be linear.

Baseline year: 2015

The baseline years are representative of normal operating conditions and the difference

in baseline years between emission scopes is due to the availability of data.

Recalculations to baseline GHG data occurs to ensure that real changes to emissions are

captured rather than a result of AstraZeneca structural (acquisitions, divestments, mergers)

or methodology changes (error correction or calculation adjustments). This enables

consistency to be maintained over time. Recalculation will be considered dependent

upon significance to GHG emissions with updates disclosed. An internal procedure

sets out the thresholds and process for recalculation and that adjustments are logged

and communicated to our assurance providers as part of annual reporting.

An acquisition that has a material impact on our emissions is an example of a future

development that could trigger a review of sustainability targets and base year data.

By 2030, reduce absolute Scope 3 GHG

emissions by 50%. By 2045, reduce

absolute Scope 3 GHG emissions by

90% and reach net-zero.

Baseline year: 2019

2030 & 2045

Data points derived from other EU legislation: SFDR, Pillar 3, Benchmark Regulation.

On the following pages we present our key

policies, targets and metrics relating to our

material IROs.

Policies

AstraZeneca’s approach to our material

sustainability topics is guided by a framework

of policies and standards, anchored by our

Code of Ethics. Following the Code of Ethics

and supporting requirements, we deliver

lasting benefits to patients and other

stakeholders. The policies below are

published on our website

(www.astrazeneca.com/sustainability/

resources.html) and/or in use internally.

Sustainability targets

The tables below present sustainability

targets aligned with our material

sustainability topics. Where no targets or

policies are in place due to being implicit

in the existing policy or due to being in

development pending regulatory updates,

they are not listed.

Material sustainability metrics

Definitions and methodology of quantitative

metrics used to track the effectiveness of

our actions related to managing our material

sustainability topics are detailed on pages

212 to 213, 217 to 219. The metrics cover the

Group, unless otherwise stated, and are

subject to limited assurance by KPMG.

Environmental disclosures

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Additional Information

Financial Statements

Strategic Report

Sustainability Statement

Topical disclosures

Environmental sustainability metrics

Metric

Definitions and calculations

(if applicable)

Methodology

Climate change

Gross Scope 1 and

2 (Market‑based)

GHG emissions

(tonnes CO

1,2

This is the combined Scope 1

and Scope 2 (Market‑based)

GHG emissions during the

reporting period.

‘Scope 1 GHG emissions’ are

direct emissions that occur

from sources that are

controlled or owned by

AstraZeneca. This includes

GHGs from direct fuel

combustion, process and

engineering fugitive

emissions at sites (e.g. from

refrigerants and solvents)

and from fuel use in

AstraZeneca’s commercial

fleet (leased vehicles).

‘Scope 2 GHG emissions’ are

indirect emissions from the

generation of purchased

energy consumed by

AstraZeneca, and includes

electricity and imported

steam, imported or district

heat and cooling systems.

‘Market‑based’ refers to

factors that are more specific

to the site and local energy

market, taking account of the

residual energy mix and any

certified renewable power

purchased by a site.

All GHG emissions are reported in accordance with the World Resource Institute/World Business

Council for Sustainable Development Greenhouse Gas (GHG) Protocol: A Corporate Accounting and

Reporting Standard, Revised Edition (2015) and Corporate Value Chain (Scope 3

), Accounting and

Reporting Standard (2011).

Intergovernmental Panel on Climate Change (IPCC) Fifth Assessment Report (AR5) GWP values

on a 100‑year period (GWP100) excluding feedback loops were considered, as agreed by the

United Nations Framework Convention on Climate Change.

All GHG emissions are reported on a financial-control basis for the consolidated accounting group.

Investees and other entities which are not fully consolidated in the financial statements, as well as

contractual arrangements, are not material. This covers all owned sites and leased assets that trigger

inclusion based on area, full-time employees and lease length. Investees and other entities not fully

consolidated, as well as contractual arrangements, are not material.

Estimates, any value derived through calculation or modelling rather than direct measurement, are

used where complete, accurate, or directly measured data is unavailable. Uncertainty may arise due

to limitations in underlying data sources, variations in measurement methodologies, or assumptions

about future operations or supply chain activities.

Scope 2 also includes electricity use for charging electric vehicles (battery and plug-in hybrid)

in our Commercial leased fleet.

Data is captured through the centralised SHE reporting system.

Scope 1 is calculated with UK Government Greenhouse Gas Conversion Factors, with CO

estimates covering direct fuel use and fleet operations.

AstraZeneca purchases biomethane certificates for some fossil gas usage in the UK, US and Europe.

We aim for these certificates to be sourced from the area of gas consumption and annual matching

of generation to ensure relevance and impact. In the UK, Renewable Gas Guarantees of Origin are

retired through the Green Gas Certification Scheme, while in the US, Renewable Thermal Certificates

are tracked via the Midwest Renewable Energy Tracking System. A small number of certificates are

also acquired directly through suppliers in Europe. The reported Scope 1 emissions are calculated

following the Greenhouse Gas Protocol’s guidance on biogenic fuels, with AstraZeneca accounting

for non‑CO

greenhouse gases in our Scope 1 emissions. Fugitive emissions from process and

engineering activities are calculated based on the IPCC AR5 GWP100 values.

Our Commercial fleet emissions are derived from direct fuel consumption data or calculated using

average fleet fuel consumption factors and distance travelled, with third-party fleet intensity factors

used for certain markets. Non-business vehicle use is excluded, and emissions relating to electricity

use for battery electric vehicles are reported in Scope 2.

Our Scope 2 emissions reporting follows a market‑based approach, which reflects procurement of

renewable electricity and contractual instruments in line with RE100 criteria. Market-based emission

factors are derived from energy providers and sector databases, while location-based emissions are

calculated using regional emission factors from the International Energy Agency (IEA), US

Environmental Protection Agency eGRID, and other recognised sources. Near-zero emissions are

reported for purchased renewable electricity where eligible, and electricity from on-site solar

generation is counted as zero emissions, subject to confirmation that energy certificates are not

issued or are retired.

Energy consumption is the aggregate of: (i) the annual quantity of energy consumed from activities

for which the Group is responsible, including the combustion of fuel at a facility; (ii) the annual

quantity of energy consumed resulting from the purchase of electricity, heat, steam or cooling by

the Group for its own use; (iii) the combustion of fuel from the operation of vehicle fleet; and (iv) the

annual quantity of energy consumed resulting from the purchase of electricity to operate electric

vehicles as part of the Commercial vehicle fleet.

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Additional Information

Financial Statements

Strategic Report

Sustainability Statement

Environmental disclosures

continued

Metric

Definitions and calculations

(if applicable)

Methodology

Climate change

Gross Scope 3

GHG emissions

(tonnes CO₂e)

‘Scope 3 GHG emissions‘ are

all indirect emissions (not

included in Scope 2) that

occur in the value chain of

AstraZeneca, including both

upstream and downstream

emissions.

AstraZeneca reports on 12 relevant Scope 3 categories in accordance with the GHG Protocol, with

Categories 10 and 14 assessed as not relevant and Category 15 assessed as not material. Data for

Scope 3 is captured from multiple sources.

Category 1 (Purchased Goods and Services) (2025: 3,394,405 tCO₂e) include emissions associated

with AstraZeneca’s sourcing of goods and investments throughout its supply chain. A hierarchical

approach is used to ensure the highest quality data informs emissions calculations. Wherever

possible, product manufacturing data is combined with emission factors derived from detailed

Life‑Cycle Assessments (LCAs), providing a comprehensive ‘cradle‑to‑gate’ footprint. For products

not directly covered by LCAs, proxy data is assigned based on product classification and modality

to maintain relevant coverage. For other spend and, where supplier-specific emission data exists,

spend figures are multiplied by supplier intensity factors. Where supplier-specific data is not

available, multi-regional spend-based emissions factors are applied to procurement categories.

Expenditure not directly linked to purchases, or attributable to other Scope 3 categories (such as

logistics and business travel), is excluded to avoid double counting.

Emission factors and data sources for Category 1 are drawn from supplier disclosures such as CDP

reports, whereby an emission factor is generated based on kgCO₂e per USD revenue for the

supplier, detailed AstraZeneca product LCAs (actual and proxy), and spend-based emission factors

from an environmentally extended input output model (CEDA).

Category 2 (Capital Goods) (2025: 480,217 tCO₂e) include emissions associated with capital

expenditure aligned with our financial reporting. Where available, AstraZeneca utilises embodied

carbon reports based on the final design of projects to calculate emissions. Embodied carbon

emissions cover the product stage (raw materials, transport, manufacturing) as well as the assembly

stage (transport and construction process). Emissions are proportioned across the years construction

occurs. Remaining emissions are calculated by grouping project spend into sustainability categories.

Emissions are then calculated using multi-regional spend-based emissions factors. Intangible assets

and right of use assets are excluded on the basis of having no attributable emissions.

Category 11 (Use of Sold Products) (2025: 1,621,632 tCO₂e) covers emissions resulting from the

end‑use of AstraZeneca’s inhalation devices containing hydrofluorocarbon (F-Gas) propellants.

Emissions are calculated based on production volumes, using the nominal propellant content for

each device and multiplying by GWP factors from the IPCC AR5. Calculations use data substantiated

by third-party LCAs to ensure accuracy. It is assumed, conservatively, that the full propellant charge

is released during use. Emissions are reported by manufacturing date to maintain consistency.

For all other Scope 3 categories, emissions are calculated using GHG Protocol-aligned methods

based on activity data, supplier information, and recognised emission factors. Where specific data

are not available, spend-based or industry-average factors are applied. This approach covers energy

use, transportation, waste, business travel, commuting, leased assets, and end-of-life treatment.

Scope 1 and 2

(Market‑based)

GHG emissions

intensity (tonnes

CO₂e per million

of Total Revenue)

1,2

Scope 1 and 2 intensity

metric normalises the Scope

1 and 2 (Market‑based) GHG

footprint relative to revenue.

‘Emissions intensity’ refers to

the amount of CO

emitted

per unit of economic output

or activity.

Calculation: Gross Scope 1

and 2 (Market‑based) GHG

emissions divided by Total

Revenue.

Data is captured through the centralised SHE reporting system.

Share of primary

activity data in

Scope 3 reporting

(%)

‘Primary data’ is data from

specific activities within

AstraZeneca’s value chain.

‘Secondary data’ is data that

is not from specific activities

within AstraZeneca’s value

chain.

Calculation: Scope 3 GHG

emissions from primary data

divided by total Scope 3 GHG

emissions.

Supplier data is captured through several supplier and third-party systems, including CDP.

Entity-specific metrics.

Data points derived from other EU legislation: SFDR, Pillar 3, Benchmark Regulation.

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Description

Key forces and drivers included in the scenario

Low emission scenario, +1.8°C (SSP1-RCP2.6)

This scenario lays out a pathway and emissions trajectory

that is aligned with the objectives of the Paris Agreement

to limit global warming to well below 2°C, preferably to

1.5°C, by 2100, compared with pre-industrial levels.

This scenario assumes a rapid transition to a low-carbon economy, reducing the risk

of extreme climate change and its potential hazards (such as sea level rise, increasing

temperatures, extreme weather conditions and loss of biodiversity).

Current trajectory scenario, +2.7°C (SSP2-RCP4.5)

This is an intermediate scenario with emissions peaking

in 2040 and falling rapidly thereafter until 2080. Deemed

to be the ‘most likely’ scenario.

In this scenario, the Paris Agreement of keeping temperature increases ‘well below 2°C

above pre-industrial levels‘ is breached. This scenario leads to an increase in the frequency

and intensity of extreme weather events, rising sea levels, loss of biodiversity and other

negative consequences of climate change.

This scenario model assumes a degree of adaptation and mitigation of emissions, which

helps mitigate some hazards compared to more high-risk scenarios.

High emission scenario, +4.4°C (SSP5-RCP8.5)

This is a worst-case scenario consistent with no policy

changes to reduce emissions, where CO

concentrations

in the atmosphere are approximately doubled by 2050

and continue to increase until 2100.

The dangers of a significant and rapid increase in the global average temperature leads

to extreme climate conditions, such as severe warming, sea level rise, loss of ice masses,

changes in precipitation patterns and increased risk of extreme weather events. This scenario

also implies a high degree of impact on ecosystems and communities, including loss of

biodiversity, altered habitats and disruption of community infrastructure.

It is the most extreme scenario in terms of climate change.

Metrics to quantify exposure to hazards in this scenario are used in deep-dive risk

assessments for certain sites to pressure test how effective existing mitigations will be in

2030 and 2050. For new projects, data modelling is used for the life-cycle of an asset.

Key inputs and constraints of the scenarios: In the three scenarios, the main metrics considered to quantify hazards are: heat, cold, fire, flood, wind, convective storms, water scarcity

and water quality. Flood depth estimates assume no existing flood defences.

Transition risks and opportunities scenarios used

Description

Key forces and drivers included in the scenario

1.5°C (IEA World Energy Outlook (WEO) Net-Zero Emissions by 2050 Scenario (NZE) – equivalent to RCP1.9)

The IEA WEO NZE is a normative IEA scenario that shows

a narrow but achievable pathway for the global energy

sector to achieve net‑zero CO

emissions by 2050, with

advanced economies reaching NZE in advance of others.

1. Significant low-carbon investment and policy implementation

2. Rapid decarbonisation

3. Extensive increases in energy efficiency

1.7°C (IEA WEO Announced Pledges Scenario (APS) – equivalent to RCP2.6)

The IEA WEO APS was used as the primary low‑carbon

future scenario. As a ‘well below 2°C’ pathway, the APS

represents a gateway to the outcomes targeted by the

Paris Agreement.

The APS assumes that governments will meet, in full

and on time, all the climate-related commitments they

have announced, including longer-term net-zero

emissions targets and pledges in Nationally

Determined Contributions.

1. Widespread policy implementation

2. Technological advancements

3. Significant emissions reductions

2.4°C (IEA WEO Stated Policies Scenario – (STEPS) – equivalent to RCP4.5)

The IEA WEO STEPS provides a more conservative

benchmark for the future because it does not take for

granted that governments will reach all announced goals.

1. Current policy implementation

2. Energy demand growth

3. Widespread fossil fuel use

4. Technological developments

Key inputs and constraints of the scenarios: The three scenarios are used for projections of energy cost, forecasting of carbon price, change in raw material costs and supply-demand

of renewable energy to see how those will relate to our roadmap to net-zero GHG emissions and impact our transition risks and opportunities, and cost of goods and profits.

Climate risk scenarios

To assess the potential impacts of climate

change on our business, we have used the

scenarios listed below.

Physical risks and temperature

scenarios by 2100

Physical climate system conditions

represented in the scenario analysis below,

are based on a set of assumptions about

driving forces (such as demographic

and socio-economic development,

policymaking, technological change, energy

and land use) and their key relationships that

correlate with how the emission pathways

impact elements of society or ecosystems.

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Sustainability Statement

Environmental disclosures

continued

The EU Taxonomy

The EU Taxonomy (Regulation (EU)

2020/852) and associated Delegated Acts

represent an evolving classification system

for sustainable economic activities. An

economic activity is Taxonomy-eligible if

it is described in the Taxonomy Delegated

Acts. An economic activity is Taxonomy-

aligned if it makes a substantial contribution

to one or more of the specified

environmental objectives, meets specified

‘Do no significant harm’ (DNSH) criteria

and is carried out in compliance with

minimum safeguards.

Eligibility assessment

The Group has identified its Taxonomy-

eligible activities by screening the economic

activities in the Climate Delegated Act and

the Environmental Delegated Act. The Group

is eligible for a revenue-generating

economic activity included in the

Environmental Delegated Act for the

environmental objective of Pollution

Prevention and Control (PPC), namely, PPC

1.2 Manufacture of medicinal products.

AstraZeneca is engaged in a single business

activity of pharmaceuticals and hence the

Group’s capital expenditure (Capex)

and

operating expenditure (Opex)

is materially

eligible for the ‘Manufacture of medicinal

products’ activity.

Capex was assessed for Taxonomy-

eligibility on a project basis based on

a set quantitative threshold.

Alignment assessment

Substantial contribution

The ‘Manufacture of medicinal products’

criteria requires that, in order to be aligned,

products be both biodegradable and a

substitute for an existing non-degradable

product. The Group’s portfolio of eligible

products includes both biologics and small

molecule APIs. Innovative medicines by their

very nature are not alternatives to existing

products, hence they do not meet the

substantial contribution criteria. Eligible

products where the APIs are small molecules

are generally considered to be not readily

biodegradable. The biologics used in the

Group’s APIs are mostly naturally occurring

and generally considered to be degradable.

However, in some instances excipients

used in products may not be considered

degradable.

We have therefore assessed that, overall,

our products do not meet the substantial

contribution criteria and do not align with

the ‘Manufacture of medicinal products’

activity criteria.

Interpretation of the EU Taxonomy and

company-specific assumptions are required

to fulfil the reporting requirements.

Revenue

The Taxonomy-eligible Revenue KPI is

defined as Taxonomy-eligible Revenue

divided by Total Revenue, which

corresponds to ‘Total Revenue’ in our

Consolidated Statement of Comprehensive

Income as detailed on page 125.

The Group’s Product Sales and sales

milestones within Collaboration Revenue

are associated with the manufacture of

medicinal products, which we consider

in total for Taxonomy-eligibility under the

activity ‘Manufacture of medicinal products’.

Consequently, our Taxonomy-eligible

Revenue KPI for the year ended

31 December 2025 is 95% (2024: 96%).

Capital expenditure

The Taxonomy-eligible Capex KPI is defined

as Taxonomy-eligible Capex divided by Total

Capex.

•

Taxonomy-eligible Capex is Capex related

to assets or processes associated with

Taxonomy-eligible activities. Property,

purchase of plant and equipment,

right-of-use buildings, intangible assets,

purchase of marketing and distribution

rights over medicinal products are

considered in total for Taxonomy-eligibility

under the activity ‘Manufacture of

medicinal products’.

•

Total Capex corresponds to the total of the

‘Additions through business combinations’

and ‘Capital expenditure’ movement

types, the total of the ‘Additions –

separately acquired’ and ‘Additions

through business combinations’

movement types as detailed in Note 8

Property, plant and equipment (page 149),

the total of the ‘Additions – separately

acquired’ and ‘Additions through business

combinations’ movement types as detailed

in Note 9 Leases (page 150), and the total

of the ‘Additions – separately acquired’

and ‘Additions through business

combinations’ movement types as detailed

in Note 11 Intangible assets (page 151).

The Group’s Taxonomy‑eligible Capex KPI

for the year ended 31 December 2025 is

83% (2024: 86%).

Operating expenditure

The Taxonomy‑eligible Opex KPI is

defined as Taxonomy‑eligible Opex

divided by Total Opex.

•

The Group’s Taxonomy‑eligible Opex is

expenses related to assets or processes

associated with Taxonomy-eligible

economic activities. R&D expenses

associated with functional areas which

are involved directly in the manufacture

and procurement of medicinal products

are considered Taxonomy-eligible under

the activity ‘Manufacture of medicinal

products’.

•

The Group’s Taxonomy‑defined Opex

is the total of R&D expenses, and other

direct non-capitalised costs that relate to

building renovation measures, short-term

leases, maintenance and repair, and any

other direct expenditures incurred in the

day-to-day servicing of property, plant

and equipment.

The Group’s Taxonomy‑eligible Opex KPI

for the year ended 31 December 2025 is

21% (2024: 18%).

On 8 January 2026, the EU Commission published a delegated act amending the Disclosures, Climate, and Environmental Delegated Acts that supplement the Taxonomy Regulation,

which introduces a materiality threshold for eligibility and alignment as well as a simplified reporting table.

As part of our materiality assessment in the current year we have categorised construction and renovation project Capex towards the manufacture of medicinal products, with the

exception of R&D functional areas, which is not assessed as it is considered not material (in the prior year, construction and renovation project Capex was categorised as an individual

measure against individual real estate activities).

As part of our materiality assessment in the current year we have categorised maintenance Opex towards the manufacture of medicinal products (in the prior year, this was

categorised as an individual measure against individual real estate activities).

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EU Taxonomy tables

Financial year

2025

Breakdown by environmental objectives

of Taxonomy-aligned activities

KPI

Total

Proportion of Taxonomy-eligible

activities

Taxonomy-aligned activities

Proportion of Taxonomy-aligned

activities

Climate Change Mitigation

Climate Change Adaptation

Water

Pollution

Circular Economy

Biodiversity

Proportion of enabling activities

Proportion of transitional activities

Not assessed activities

considered non-material

Taxonomy-aligned activities in

2024

Proportion of Taxonomy-aligned

activities in 2024

Revenue

58,739

Capex

7,595

Opex

14,818

Revenue

Financial year

2025

Breakdown by environmental objectives

of Taxonomy-aligned activities

Economic Activities

Code

Taxonomy-eligible KPI (proportion

of Taxonomy-eligible Revenue)

Taxonomy-aligned KPI (monetary

value of Revenue)

Taxonomy-aligned KPI (proportion

of Taxonomy-aligned Revenue)

Climate Change Mitigation

Climate Change Adaptation

Water

Pollution

Circular Economy

Biodiversity

Enabling activity

Transitional activity

Proportion of Taxonomy-aligned in

Taxonomy-eligible

Manufacture of medicinal products

PPC 1.2

Total KPI

Capex

Financial year

2025

Breakdown by environmental objectives

of Taxonomy-aligned activities

Economic Activities

Code

Taxonomy-eligible KPI (proportion

of Taxonomy-eligible Capex)

Taxonomy-aligned KPI (monetary

value of Capex)

Taxonomy-aligned KPI (proportion

of Taxonomy-aligned Capex)

Climate Change Mitigation

Climate Change Adaptation

Water

Pollution

Circular Economy

Biodiversity

Enabling activity

Transitional activity

Proportion of Taxonomy-aligned in

Taxonomy-eligible

Manufacture of medicinal products

PPC 1.2

Total KPI

Opex

Financial year

2025

Breakdown by environmental objectives

of Taxonomy-aligned activities

Economic Activities

Code

Taxonomy-eligible KPI (proportion

of Taxonomy-eligible Opex)

Taxonomy-aligned KPI (monetary

value of Opex)

Taxonomy-aligned KPI (proportion

of Taxonomy-aligned Opex)

Climate Change Mitigation

Climate Change Adaptation

Water

Pollution

Circular Economy

Biodiversity

Enabling activity

Transitional activity

Proportion of Taxonomy-aligned in

Taxonomy-eligible

Manufacture of medicinal products

PPC 1.2

Total KPI

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Financial Statements

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Sustainability Statement

Environmental disclosures

continued

Social policies

Key contents

Scope

Accountability

Material topics

Global Human Resources Standards

Sets out our principles for Employment, HR Data,

Inclusion and Diversity, Recruitment, Reward, Talent

Management, and Bullying and Harassment.

The Employment, Talent Management, and HR

Data Standards apply to AstraZeneca employees.

The Talent Acquisition and Rewards Standards

apply to line managers. The Inclusion and Diversity,

and Bullying and Harassment Standards apply to

all employees, managers and contingent workers.

Chief HR Officer

People

Human Rights Standard

Mandatory principles for upholding human rights

across the organisation, guided by the principles

of the Universal Declaration of Human Rights, the

International Labour Organization’s Declaration on

Fundamental Principles and Rights at Work, Covenant

on Civil and Political Rights, International Covenant on

Economic, Social and Cultural Rights, the United Nations

Guiding Principles on Business and Human Rights and

the Organisation for Economic Co‑operation and

Development Guidelines for Multinational Enterprises.

All AstraZeneca employees including workers

and any agents acting on AstraZeneca’s behalf.

Approved by the CEO,

implemented through

the Global Compliance

function

All

Product to Patient Governance Pathway

Comprises vital investment decisions and other key

development milestones from the Candidate Drug

Investment Decision to health authority approval.

All therapeutic areas within R&D.

Global Portfolio and Project

Management

Sustainable

innovation

Quality Policy

Identifies our Company’s Quality responsibilities and

commitments to the health of our patients.

Applies to all AstraZeneca employees and

contractors involved in, or supporting, Good

Pharmaceutical Practice (GxP) activities,

external partners, GxP material suppliers and

GxP service providers.

Head of Global Quality,

Head of R&D Quality

Assurance

Patient safety

and product

quality

Global Standard – Quality Management Systems (QMS)

Defines our QMS and explains how the functions

involved in GxP activities meet the requirements set

by regulators, third parties, patients, and ourselves.

Applies to all AstraZeneca employees and

contractors involved in, or supporting, GxP

activities, external partners, GxP material

suppliers and GxP service providers.

Head of Global Quality,

Head of R&D Quality

Assurance

Patient safety

and product

quality

Social sustainability targets

Target and relations to policy

Year

Notes

Sustainable innovation

By 2030, we aim to launch at least

20 new medicines.

2030

Our Ambition 2030 workstreams focus on accelerating our strategic priorities, exploring new

ones and building for the future. Our scientific measures incentivise the development of new

molecular entities (NMEs) and maximise the potential of existing medicines. Oncology,

BioPharmaceuticals and Rare Disease are all in scope.

Accessible and affordable healthcare

By 2030, we aim to positively impact

one billion people, including 400 million

people from underserved groups.

2030

In May 2025, we updated our health equity strategy, embedding health equity across science

(including genomics and clinical trials), healthcare delivery and community investment, with a 2030

ambition to positively impact one billion people, including 400 million from underserved communities.

Social sustainability metrics

Metric

Definitions and calculations (if applicable)

Methodology

Sustainable innovation

Number of NMEs

(approvals cumulative)

‘NME approvals’ refers to medicines approved since October 2022

to meet our Ambition 2030.

Data is collected via a monthly reporting process,

captured on AstraZeneca’s project planning and

forecasting tool, and maintained by the Global

Portfolio and Project Management team.

Approvals for the same drug in different countries

are considered distinct regulatory events.

Number of pipeline

progression events

‘Pipeline progression events’ refers to the commencement of Phase II,

and progression to an investment decision. The commencement of

Phase II refers to when the first patient consents in Phase II of the trial.

An investment decision may be a Phase II pivotal investment decision

or a Phase III investment decision, where a positive outcome is expected

to proceed to regulatory filing in the subsequent phase.

For further information on Phase II and III, see page 9.

Number of regulatory

events

‘Regulatory events’ refers to submissions or approvals for our

medicines in major markets.

Entity-specific metrics.

Data point derived from other EU legislation: SFDR, Benchmark Regulation.

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Metric

Definitions and calculations (if applicable)

Methodology

Patient safety and product quality

Number of inspections

from all health

authorities relating to

Good Manufacturing

Practice (GMP) and

Good Distribution

Practice (GDP)

‘Health authorities’ refers to government agencies that are responsible

for protecting and promoting public health through the supervision

of pharmaceutical products.

‘Inspections’ refers to assessments of manufacturing facilities and

processes for regulated products to verify compliance with relevant

regulations, by health authorities.

GMP is part of a quality management system which ensures that

products are consistently produced and controlled to the quality

standards appropriate to their intended use and as required by the

marketing authorisation. This covers commercial product manufacture

and marketing companies’ GDP, products in development going into

clinical trials, and device manufacturing.

Inspection is counted once observations have been received.

Data is captured on an internal quality management

system by the Operations Quality Assurance team.

Number of critical

findings from health

authorities relating

to GMP and GDP

‘Critical findings’ are deficiencies with GMP or GDP reported by health

authorities, that provide an immediate and significant risk to patient

safety. A ‘critical finding’ can also be a combination or repetition

of major findings that indicate a critical failure of GMP or GDP.

Number of product

recalls

‘Recalls’ can be initiated at various levels:

•

Level 1 is at wholesale level

•

Level 2 is at pharmacy/hospital level

•

Level 3 is at patient level.

People

Employee belief that

AstraZeneca is a great

place to work (%)

‘Employee belief’ refers to the positive response (agree and tend to

agree) to each respective statement in our annual employee opinion

survey, Pulse.

Calculation: Total number of responses that either agree or tend to agree

divided by total number of responses, then multiplied by 100.

Data is captured annually through our Pulse survey

conducted by HR and shared Company-wide.

Employee belief that

in the last 12 months,

I have improved my

existing skills, or

learned new skills, or

had a development

opportunity (%)

Accessible and affordable healthcare

Number of people

positively impacted

(cumulative, million)

‘People positively impacted’ includes: patients treated by our Oncology,

BioPharmaceuticals, and Rare Disease medicines which is an estimate

of the average number of patients on therapy in the reporting year;

people reached through awareness initiatives; people screened through

health equity programmes; and healthcare workers trained.

The number of patients treated by our medicines

is estimated based on volume of inventory sold,

assumed days of therapy and average level of patient

adherence to the treatment. An individual patient may

be treated for different diseases with more than one

medicine. Average patient adherence rates are

defined by the AstraZeneca Global Insights team by

therapy area and are a key assumption used in the

estimate. As an average, actual patient adherence

rates may differ.

The number of people reached is aggregated from

each programme and each market as relevant. The

number of healthcare workers trained refers to those

who receive education through in-person classroom-

style sessions, online courses and attending

symposiums.

Figures are cumulative, with 2024 as the baseline

year, and encompass all historical data since then.

Number of people

positively impacted

from underserved

groups (cumulative,

million)

‘Underserved groups’ are defined as all patients in low‑ and middle‑

income countries in line with the World Bank Group country classification

by income level, in addition to Rare Disease patients.

We recognise that underserved communities exist in all countries

regardless of income classification, however current publicly available

data do not provide a detailed breakdown of underserved populations

in high-income and upper-middle-income countries.

Entity-specific metrics.

Social sustainability metrics

continued

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Additional Information

Financial Statements

Strategic Report

Sustainability Statement

Social disclosures

continued

Governance policies

Key contents

Scope

Accountability

Material topics

Code of Ethics

•

Our Values

•

Our Science

•

Our Interactions

•

Our Workplace

•

Our Sustainability

Applies to all Executive and Non-Executive

Directors, officers, employees and contract

staff of our Group.

Approved by the Audit

Committee, implemented

through our Chief

Compliance Officer and CEO

All

Code of Conduct for Third Parties

Translates our Code of Ethics into content applicable

and relevant to our supply chain, across the topics:

ethics, human and labour rights, health and safety,

environment, management systems, and reporting.

Applies to all our suppliers.

Approved by the Chief

Procurement Officer and

implemented through the

Global Procurement function

All

Anti-Bribery and Anti-Corruption Global Standard

Outlines our key anti‑bribery and anti‑corruption

principles and provides guidance on how to apply

our Values.

Applies to all our employees, contractors and

third parties.

Approved, implemented, and

reported on to the Board and

Audit Committee through our

Deputy Chief Compliance

Officer

Business

conduct

Promoting our Products Global Standard

Key principles pertaining to product promotion at the

Company.

Applies to all our employees and contract

staff engaged in the promotion of our

products.

Deputy Chief Compliance

Officer approves and

implements the Standard

Business

conduct

IT Security Policy Framework

IT Security Policy, Standards, Standard Operating

Procedures and Secure Baseline Configurations,

based on the US National Institute of Standards and

Technology Cybersecurity Framework, EU NIS2

Directive and General Data Protection Regulation.

Applies to all information assets and

underlying IT and operational technologies

and services that we own and/or utilise are

covered by the policy, along with all our

employees and external/third-party

companies and personnel.

Chief Information

Security Officer

Cybersecurity

and data

privacy

Data Privacy Standard

Privacy risks, data collection, transparency and

consent, data minimisation, legitimacy, accuracy,

security, data subject rights and requests, retention,

international transfers, third-party access, and

marketing and promotional activities.

Applies to all entities within the Group, the

Company and all our employees and

temporary staff who have access to personal

data as part of their business activities.

Senior Executive Team

Data privacy

Governance metrics

Metric

Definitions and calculations (if applicable)

Methodology

Cybersecurity and data privacy

Number of material

cybersecurity incidents

A ‘material cybersecurity incident’ is defined as material unauthorised

access, disclosure or disruption of information systems of data that

significantly impacts the confidentiality, integrity or availability of critical

assets, operations, or stakeholders.

Data is collected through incident reports,

security logs and continuous monitoring

tools. Designated cybersecurity and data

privacy members are responsible for data

collection.

Number of material

security breaches

involving personal data

‘Material security breaches’ refers to material unauthorised access to

personal data. A reported breach alone does not constitute a material breach.

Entity-specific metrics.

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Governance disclosures

Sustainability assurance providers’

limited assurance report of AstraZeneca

PLC’s Sustainability Statement prepared

in accordance with the European

Sustainability Reporting Standards (ESRS)

To the Board of Directors of AstraZeneca PLC,

corporate identity number 02723534.

Conclusion

We have conducted a limited assurance

engagement of the Sustainability Statement

for AstraZeneca PLC (the Company) for the

financial year 2025. The Sustainability

Statement is included on pages 204 to 221

in this document, as well as in the sections

noted in the table ‘Cross-references to other

parts of the Annual Report’ on pages 208 to

210 of the Sustainability Statement.

Based on our limited assurance engagement

as described in the section Sustainability

assurance provider's responsibility, nothing

has come to our attention that causes us

to believe that the Sustainability Statement

does not, in all material respects, meet the

requirements of the Swedish Annual

Accounts Act (Sw: Årsredovisningslagen

(1995:1554)) which includes

•

whether the Sustainability Statement

meets the requirements of ESRS,

•

whether the process the Company

has carried out to identify reported

sustainability information has been

conducted as described in the

Sustainability Statement, and

•

compliance with the reporting requirements

of the EU’s Green Taxonomy Regulation

Article 8.

Basis for conclusion

We have conducted the assurance

engagement in accordance with the Institute

for the Accountancy Profession in Sweden,

Föreningen Auktoriserade Revisorer (FAR’s)

recommendation (standard) RevR 19

The

auditor’s limited assurance regarding the

statutory Sustainability Statement.

Our responsibility according to this

recommendation is further described in the

section Sustainability assurance providers’

responsibility.

We believe that the evidence we have

obtained is sufficient and appropriate

to provide a basis for our conclusion.

Other matters – Comparative information

The comparative information included in the

Sustainability Statement of the Company,

was subject to an assurance engagement

performed by Bureau Veritas UK Limited

who submitted a limited assurance report

in accordance with ISAE 3000 (revised)

Assurance engagements other than audits

or reviews of historical financial information

and ISAE 3410 Assurance Engagements on

Greenhouse Gas (GHG)

dated 5th February

2025, with unmodified conclusion. Our

conclusion is not modified in respect of

this matter.

Information other than the Sustainability

Statement

This Annual Report and Form 20-F

information also contains information other

than the Sustainability Statement and is

found on pages 1 to 203, 222 to 228, with

the exception of the sections disclosed in

the table ‘Cross-references to other parts

of the Annual Report’ on pages 208 to 210.

The Directors are responsible for this

other information.

Our conclusion on the Sustainability

Statement does not cover this other

information and we do not express any

form of assurance conclusion regarding

this other information.

In connection with our limited assurance

engagement on the Sustainability Statement,

our responsibility is to read the information

identified above and consider whether the

information is materially inconsistent with the

Sustainability Statement. In this procedure

we also take into account our knowledge

otherwise obtained in the limited assurance

engagement and assess whether the

information otherwise appears to be

materially misstated.

If we, based on the work performed

concerning this information, conclude that

there is a material misstatement of this other

information, we are required to report that

fact. We have nothing to report in this regard.

Responsibilities of the Directors

The Directors are responsible for the

preparation of the Sustainability Statement

in accordance with Chapter 6, Sections

12–12f of the Swedish Annual Accounts Act,

and for such internal control as they

determine is necessary to enable the

preparation of the Sustainability Statement

that is free from material misstatements,

whether due to fraud or error.

Sustainability assurance providers’

responsibility

Our responsibility is to express a conclusion

on whether the Sustainability Statement has

been prepared in accordance with Chapter 6,

Sections 12–12f of the Swedish Annual

Accounts Act based on our limited assurance

review. The assurance engagement has

been conducted in accordance with FAR’s

recommendation (standard) RevR 19

The auditor’s limited assurance regarding

the statutory Sustainability Statement.

This recommendation requires that we plan

and perform our procedures to obtain limited

assurance that the Sustainability Statement

is prepared in accordance with these

requirements.

The procedures in a limited assurance

engagement vary in nature and timing from,

and are less in extent than for, a reasonable

assurance engagement. Consequently,

the level of assurance obtained in a limited

assurance engagement is substantially lower

than the assurance that would have been

obtained had a reasonable assurance

engagement been performed. This means

that it is not possible for us to obtain such

assurance that we become aware of all

significant matters that could have been

identified if a reasonable assurance

engagement had been performed.

Our firm applies ISQM 1 (International

Standard on Quality Management), which

requires the firm to design, implement and

operate a system of quality management,

including policies and procedures regarding

compliance with ethical requirements,

professional standards, and applicable legal

and regulatory requirements.

We have complied with the independence

and other ethical requirements of the

International Code of Ethics for Professional

Accountants (including International

Independent Standards) issued by the

International Ethics Standards Board of

Accountants (IESBA), together with the

professional ethics requirements for

accountants in Sweden.

A limited assurance engagement involves

performing procedures to obtain evidence

to support the Sustainability Statement.

The sustainability assurance provider selects

the procedures to be performed, including

assessing the risks of material misstatements

in the Sustainability Statement, whether due

to fraud or error. In this risk assessment, the

sustainability assurance provider considers

the parts of the internal control that are

relevant to how the Directors prepare the

Sustainability Statement, in order to design

procedures that are appropriate under the

circumstances, but not for the purpose of

providing a conclusion on the effectiveness

of the Company’s internal control. The review

consists of making inquiries, primarily of

persons responsible for the preparation

of the Sustainability Statement, performing

analytical review, and conducting other

limited review procedures.

220

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Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Independent Sustainability Assurance Report

In conducting our limited assurance

engagement, with respect to the process

undertaken to identify the sustainability

information to be reported, we have:

•

Obtained an understanding of the

process by:

–

performing inquiries to understand

the sources of the information used

by management; and

–

reviewing the Company’s internal

documentation of its process; and

•

Evaluated whether the evidence obtained

from our review procedures about the

process implemented by the Company

was consistent with the description of

the process set out in the Sustainability

Statement.

In conducting our limited assurance

engagement, with respect to the Sustainability

Statement, we have performed, but were not

limited to, the following:

•

Obtained an understanding of the

Company’s reporting processes relevant

to the preparation of its Sustainability

Statement including the consolidation

processes by obtaining an understanding

of the Company’s control environment,

processes and information systems

relevant to the preparation of the

Sustainability Statement;

•

Evaluated whether material information

identified by the process is included in

the Sustainability Statement;

•

Evaluated whether the structure and the

presentation of the Sustainability

Statement are in accordance with ESRS;

•

Performed inquiries of relevant personnel

and analytical procedures on selected

information in the Sustainability Statement;

•

Performed substantive assurance

procedures on a selected sample of

information in the Sustainability Statement;

•

Evaluated selected methods, assumptions

and data for developing material estimates

and forward-looking information and how

these methods were applied;

•

Obtained an understanding of the process

to identify Taxonomy-eligible and

Taxonomy-aligned economic activities

and the corresponding disclosures in the

Sustainability Statement; and

•

Where applicable, compared disclosures

in the Sustainability Statement with the

corresponding disclosures in the financial

statements.

•

Evaluated whether material information

disclosed in accordance with ESRS E1

Climate change meets the compliance

requirements of the UK Companies Act

and aligns with the recommendations

of the Task Force on Climate-related

Financial Disclosures (TCFD).

Inherent limitations in preparing the

Sustainability Statement

In reporting forward-looking information

in accordance with ESRS, the Directors

of AstraZeneca PLC are required to prepare

the forward-looking information on the basis

of disclosed assumptions about events that

may occur in the future and possible future

actions by AstraZeneca PLC. Actual

outcomes are likely to be different since

anticipated events frequently do not occur

as expected.

Stockholm 10 February 2026

KPMG AB

Ola Larsmon

Authorised Public Accountant

London 10 February 2026

Paul Nichols

Chartered Accountant

221

AstraZeneca

Annual Report & Form 20-F Information 2025

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

Independent Sustainability Assurance Report

Additional

Information

Contents

Shareholder information

223

Directors’ Report

224

Glossary

227

Cautionary statement regarding

forward-looking statements

228

Corporate Governance

Sustainability Statement

Additional Information

Financial Statements

Strategic Report

222

AstraZeneca

Annual Report & Form 20-F Information 2025

Additional Information

This section of the Annual Report contains

information for shareholders that is required

by regulation in the UK. Further information

that may be of use to shareholders is available

on the Shareholder information page of our

website at www.astrazeneca.com. Additional

information required by SEC regulations is

included in AstraZeneca’s Form 20-F filing

for 2025, which is available on the SEC

website at www.sec.gov.

Shareholders approved proposals to

harmonise AstraZeneca’s equity listing

structure at a general meeting of the

Company on 3 November 2025. Following

implementation of the listing harmonisation

on 2 February 2026, the principal markets

for trading in AstraZeneca shares are the

London Stock Exchange, Nasdaq Stockholm

and the New York Stock Exchange. Ordinary

Shares of US $0.25 each in AstraZeneca

PLC are listed directly on all three exchanges

under the stock symbol AZN and the

shareholder register is maintained by

Computershare Trust Company, N.A., the

Company’s transfer agent. Shares trading

on the London Stock Exchange are settled

in the form of Depositary Interests (DIs)

issued by the Company’s DI Depositary,

Computershare Investor Services PLC,

with each DI representing an entitlement

to one Ordinary Share. The DI Depositary

maintains a register of DIs which is

accessible to AstraZeneca. Shares traded

on Nasdaq Stockholm are held through

Euroclear Bank SA/NV as custodian for

Euroclear Sweden AB, the Swedish

Central Securities Depositary.

Transfer Agent

Computershare Investor Services

PO Box 43078

Providence, RI 02940-3078

USA

Tel (general): +1 888 697 8018

Tel (outside US): +1 781 575 2844

DI Depositary and Corporate

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