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AstraZeneca PLC Capital/Financing Update 2016

May 11, 2016

5229_rns_2016-05-11_da6fa586-c762-4c35-8c3e-06d9d9e4b8fb.pdf

Capital/Financing Update

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FINAL TERMS

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Final Terms dated 11 May 2016

AstraZeneca PLC Issue of EUR 900,000,000 0.750 per cent. Notes due 12 May 2024 under the U.S.\$5,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the base prospectus dated 5 May 2016 (the "Base Prospectus") for the purposes of the Prospectus Directive (as defined below). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measures in the Relevant Member State.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The base prospectus is available for viewing at the website of the London Stock Exchange (www.londonstockexchange.com) and copies may be obtained from the specified office of the Principal Paying Agent, being currently located at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1. Issuer: AstraZeneca PLC
2. (i) Series Number: $\tau$
(ii) Tranche Number: $\mathbf{1}$
3. Specified Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount: EUR 900,000,000
5. Issue Price: 99.314 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 in
excess thereof up to and including EUR 199,000.
Definitive Notes will not be issued in denominations
in excess of EUR 199,000.
(ii) Calculation Amount: EUR 1,000
7. (i) Issue Date: 12 May 2016
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: 12 May 2024
9. Interest Basis: 0.750 per cent. Fixed Rate
10. Redemption/Payment Basis: Redemption at par
11. Change of Interest or Redemption/Payment
Basis:
Not Applicable
12. Put/Call Options: Issuer Call
13. (i) Status of the Notes: Senior
(ii) Date Board approval for issuance of 28 April 2016

Notes obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 0.750 per cent. per annum payable in arrear on each
Interest Payment Date
(ii) Interest Payment Date(s): 12 May in each year
(iii) Fixed Coupon Amount: EUR 7.50 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: Actual/Actual(ICMA)
(vi) Determination Dates: Not Applicable
15. Floating Rate Note Provisions Not Applicable
16. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
Call Option
17.
Applicable
(i) Optional Redemption Date(s): Any Business Day
(ii) Optional Redemption Amount(s) of
each Note and method, if any, of
calculation of such amount(s):
Make-Whole Redemption Amount
(iii) If redeemable in part:
(a) Minimum Redemption
Amount:
Not Applicable
(b) Maximum Redemption
Amount:
Not Applicable
(iv) Notice period: Not less than 30 nor more than 60 days' notice
(v) Benchmark Security: DBR 1.750% Feb-24
(vi) Reference Time: 11am (Central European Time)
(vii) Make-Whole Margin: $0.15$ per cent.
(viii) Linear Interpolation: Not Applicable
18. Put Option Not Applicable
19. Final Redemption Amount of each Note EUR 1,000 per Calculation Amount
20. Early Termination Amount
Early Redemption Amount (Tax) and Early
Termination Amount per Calculation Amount
payable on redemption for taxation reasons or,
as the case may be, on event of default:
As set out in the Conditions

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21. Form of Notes: Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes in the limited circumstances
specified in the Permanent Global Note.
22. New Global Note Form: Applicable
23. Additional Financial Centre(s) or other special
provisions relating to Payment Dates:
London
24. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
No.
25. Consolidation provisions: Not Applicable

Signed on behalf of the Issuer:

$\sim$ , $\sim$ . ¥. By: Duly authorised

PART B - OTHER INFORMATION

$\mathbf{t}$

$1. \,$ LISTING AND ADMISSION TO TRADING

$\bar{a}$

$2.$

5.

(i) Admission to trading: Application is expected to be made by the Issuer (or
on its behalf) for the Notes to be admitted to trading
on the Regulated Market of the London Stock
Exchange with effect from 12 May 2016.
(ii) Estimate of total expenses related to
admission to trading:
£3,650
RATINGS
Ratings: The Notes to be issued have been rated:

Standard & Poor's Credit Market Services Europe Limited: A- (stable)

Moody's Deutschland GmbH: A3 (stable)

$\overline{3}$ . INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Fixed Rate Notes Only -YIELD $4.$

Indication of yield: $0.839$ per cent.
OPERATIONAL INFORMATION
ISIN Code: XS1411404855
Common Code: 141140485
Any clearing system(s) other than Euroclear
Bank S.A./N.V. and Clearstream Banking
S.A. and the relevant identification number(s):
Not Applicable
New Global Note intended to be held in a
manner which would allow Eurosystem
eligibility:
Yes. Note that the designation "Yes" simply means
that the Notes are intended upon issue to be deposited
with one of the ICSDs as common safekeeper and
does not necessarily mean that the Notes will be
recognised as eligible collateral for Eurosystem
monetary policy and intra-day credit operations by the
Eurosystem either upon issue or at any or all times
during their life. Such recognition will depend upon
the European Central Bank being satisfied that
Eurosystem eligibility criteria have been met.
Delivery: Delivery against payment
Names and addresses of additional paying
$agent(s)$ (if any):
Not Applicable
TEFRA: The D Rules are applicable