AstraZeneca PLC — Capital/Financing Update 2023

Mar 3, 2023

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance/Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Final Terms dated 1 March 2023

AstraZeneca PLC Legal Entity Identifier (LEI): PY6ZZQWO2IZFZC3IOL08

Issue of EUR 750,000,000 3.750 per cent. Notes due 2032 under the US\$10,000,000,000 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 15 June 2022 and the supplemental base prospectus dated 21 February 2023 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation (as defined below). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus in order to obtain all relevant information.

The Base Prospectus is available for viewing at the website of the London Stock Exchange (www.londonstockexchange.com) and during normal business hours at the specified office of the Principal Paying Agent, being currently located at Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

In these Final Terms, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA.

1.	Issuer:		AstraZeneca PLC
2.	(i)	Series Number:	11
	(ii)	Tranche Number:	1
3.	Specified Currency or Currencies:		Euro ("EUR")
4.		Aggregate Nominal Amount:	EUR 750,000,000
5.	Issue Price:		99.992 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:	3 March 2023
	(ii)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	3 March 2032
9.	Interest Basis:		3.750 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 Notes obtained:	31 January 2023

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	3.750 per cent. per annum payable in arrear on each Interest Payment Date

	(ii)	Interest Payment Date(s):	3 March in each year up to (and including) the Maturity Date, commencing on 3 March 2024
	(iii)	Fixed Coupon Amount:	EUR 37.50 per Calculation Amount
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual(ICMA)
15.		Floating Rate Note Provisions	Not Applicable
16.		Zero Coupon Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

17.	Call Option			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.
				An independent adviser, investment bank or financial institution of recognised standing with appropriate expertise selected by the Issuer will be appointed as Determination Agent at the relevant time for the purposes of calculating the 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 10 nor more than 60 days' notice
	(v)	Benchmark Security:		DBR 0.000% due 15 February 2032 (ISIN: DE0001102580)
	(vi)	Reference Time:		11:00 am (Central European Time)
	(vii)	Make-Whole Margin: Linear Interpolation:		0.20 per cent.
	(viii)			Not Applicable
	(ix)		Par Redemption Date:	Any Business Day on or after 3 December 2031
	(x)		Clean-up Call:	Applicable
	(xi)		Clean-up Redemption Amount	EUR 1,000 per Calculation Amount
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:	Bearer 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:

By: ………………………………………………… Duly authorised

PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

• (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 Main Market of the London Stock Exchange plc with effect from on or about the Issue Date.
• (ii) Estimate of total expenses related to admission to trading: £5,800 (plus VAT)

2. RATINGS

Ratings: The Notes to be issued have been rated:

S&P Global Ratings UK Limited ("S&P"): A

Moody's Investors Service Limited ("Moody's"): A3

Each of S&P and Moody's is established in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the "UK CRA Regulation"). Each of S&P and Moody's appears on the latest update of the list of registered credit rating agencies (as of 1 June 2021) on the FCA's Financial Services Register.

The rating S&P has given to the Notes is endorsed by S&P Global Ratings Europe Limited, which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation").

The rating Moody's has given to the Notes is endorsed by Moody's Deutschland GmbH, which is established in the EEA and registered under the EU CRA Regulation.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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

4. YIELD

Indication of yield: 3.751 per cent. per annum.

The indicative yield is calculated on an annual basis at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

ISIN Code: XS2593105476

Common Code:	259310547
FISN	See the website of the Association of National Numbering Agencies (ANNA) or alternatively source from the responsible National Numbering Agency that assigned the ISIN
CFI Code	See the website of the Association of National Numbering Agencies (ANNA) or alternatively source from the responsible National Numbering Agency that assigned the ISIN
Any clearing system(s) other than Euroclear Bank SA/NV 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
Relevant Benchmarks:	Not Applicable
Prohibition of Sales to EEA Retail Investors:	Applicable
Prohibition of Sales to UK Retail Investors:	Applicable
TEFRA:	The D Rules are applicable
Reasons for the Offer:	General corporate purposes, including refinancing of existing indebtedness
Estimated Net Amount of Proceeds of the Offer:	EUR 747,877,500