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AstraZeneca PLC Proxy Solicitation & Information Statement 2020
5229_agm-r_2020-03-12_dc3fbe28-48e3-46e2-98ff-a6df9e6d4b9d.pdf
Proxy Solicitation & Information Statement
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AstraZeneca
AstraZeneca PLC: Attendance Card
Annual General Meeting 29 April 2020
If you are planning to attend the Annual General Meeting (AGM) of AstraZeneca PLC, (the Company), to be held on 29 April 2020 at Leonardo Royal Hotel London Tower Bridge, 45 Prescott St, London E1 8GP at 2.30pm (BST), please sign this Attendance Card, bring it with you to the AGM and present it at one of the shareholder registration desks.
We take the safety of our shareholders and the security of the AGM very seriously. As usual, we will implement a range of security measures at the AGM, based on a thorough assessment of potential risks. We kindly request that everybody entering the AGM meeting room allows their bag or briefcase to be searched. If you are happy to allow a search, you will be welcome to take your bag or briefcase into the meeting room with you. Otherwise, we will politely require you to leave it in the cloakroom for the duration of the meeting.
Signature of Shareholder _______
Please bring this card with you to the meeting
Please read the explanatory notes to the Proxy Form overleaf before completing the Proxy Form.
AstraZeneca PLC: Proxy Form: Annual General Meeting 29 April 2020
as my proxy to vote for me on my behalf at the Annual General Meeting of the Company to be held on 29 April 2020 at Leonardo Royal Hotel London Tower Bridge, 45 Prescott St, London, E1 8GP at 2.30pm (BST), and at any adjournment thereof.
Please indicate your vote by marking the boxes below in black ink like this: ☐
| Resolution | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Company's Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2019 | ☐ | ☐ | ☐ |
| 2. To confirm dividends | ☐ | ☐ | ☐ |
| 3. To reappoint PricewaterhouseCoopers LLP as Auditor | ☐ | ☐ | ☐ |
| 4. To authorise the Directors to agree the remuneration of the Auditor | ☐ | ☐ | ☐ |
| 5. To elect or re-elect the following Directors: | ☐ | ☐ | ☐ |
| a) Leif Johansson | ☐ | ☐ | ☐ |
| b) Pascal Sonot | ☐ | ☐ | ☐ |
| c) Marc Dunoyer | ☐ | ☐ | ☐ |
| d) Geneviève Berger | ☐ | ☐ | ☐ |
| e) Philip Broadley | ☐ | ☐ | ☐ |
| f) Graham Chipchase | ☐ | ☐ | ☐ |
| g) Michel Demaré | ☐ | ☐ | ☐ |
| h) Deborah DiSarzo | ☐ | ☐ | ☐ |
| Resolution | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| i) Sheri McCoy | ☐ | ☐ | ☐ |
| j) Tony Mok | ☐ | ☐ | ☐ |
| k) Nazneen Rahman | ☐ | ☐ | ☐ |
| l) Marcus Wallenberg | ☐ | ☐ | ☐ |
| 6. To approve the Annual Report on Remuneration for the year ended 31 December 2019 | ☐ | ☐ | ☐ |
| 7. To approve the Directors' Remuneration Policy | ☐ | ☐ | ☐ |
| 8. To authorise limited political donations | ☐ | ☐ | ☐ |
| 9. To authorise the Directors to allot shares | ☐ | ☐ | ☐ |
| 10. To authorise the Directors to disapply pre-emption rights | ☐ | ☐ | ☐ |
| 11. To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments | ☐ | ☐ | ☐ |
| 12. To authorise the Company to purchase its own shares | ☐ | ☐ | ☐ |
| 13. To reduce the notice period for general meetings | ☐ | ☐ | ☐ |
| 14. To approve the 2020 Performance Share Plan | ☐ | ☐ | ☐ |
Dated _______
Please mark this box with an 'X' if this Proxy Form is one of multiple instructions being given.
- Please see explanatory notes if you wish to appoint a person other than the Chairman of the AGM as your proxy.
Location of the Annual General Meeting (AGM) of AstraZeneca PLC, to be held on 29 April 2020 at Leonardo Royal Hotel London Tower Bridge, 45 Prescott St, London, E1 8GP at 2.30pm (BST)
Please tear along the dotted line
AstraZeneca PLC: Explanatory notes to the Proxy Form
General notes
A shareholder may appoint one or more proxies (whether shareholders or not) to attend and vote in his or her place. If you wish to appoint a proxy other than the Chairman of the AGM, delete the words 'the Chairman of the AGM' and insert in block letters in the space provided the name of your proxy who need not be a shareholder of AstraZeneca PLC (the Company).
If the Proxy Form is signed and returned without any indication as to how the proxy should vote, the proxy will exercise discretion as to how votes are cast, whether or not to abstain from voting and how to act in relation to other business transacted at the AGM. The proxy will exercise this discretion as they see fit on any other business which may properly come before the AGM and at any adjournment of the AGM.
The Vote Withheld option is provided to enable you to abstain on any particular resolution. It should be noted that a Vote Withheld is not a vote in law and will not be counted as a vote For or Against a resolution.
To be valid, the Proxy Form (together with the power of attorney or other authority (if any) under which it is signed or a notarised copy of that power or authority) must be deposited with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 hours before the start of the AGM. This Proxy Form should not be used for any comments, change of address notification or other queries. Please send separate instructions to Equiniti.
Entitlement to attend and vote
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only holders of ordinary shares at 6.30pm (BST) on Monday 27 April 2020 (or their duly appointed proxies) are entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the register of members after 6.30pm (BST) on Monday 27 April 2020 shall be disregarded in determining the rights of any person to attend or vote at the AGM.
Voting electronically
You may, if you wish, register the appointment of your proxy vote electronically either via the Sharevote website, www.sharevote.co.uk, or if you hold your shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote you will need your personal Authentication Reference Number (this is the series of numbers printed under the headings Voting ID, Task ID and Shareholder Reference Number on the Proxy Form). To use the CREST service please refer to the Notes in the Notice of AGM. Alternatively, if you have already registered with the Equiniti online portfolio service, Shareview, you can appoint your proxy at www.shareview.co.uk (click on the link to vote under your holding details). Full details and instructions are given on each of the websites. Please note that any electronic communication found to contain a computer virus will not be accepted.
Documents available for inspection
The following information may be inspected during business hours at AstraZeneca PLC's registered office and will on the day of the AGM be available for inspection at Leonardo Royal Hotel London Tower Bridge, 45 Prescott St, London E1 8GP from 2.15pm (BST), until the conclusion of the AGM:
(1) a statement of the interests and transactions of Directors and their connected persons in the share capital of the Company and any of its subsidiaries;
(2) copies of all contracts of service and letters of appointment under which Directors of the Company are employed by the Company or any of its subsidiaries;
(3) the Annual Report and Form 20-F Information 2019;
(4) a copy of the Company's Articles of Association; and
(5) a copy of the rules of the new 2020 Performance Share Plan (the Rules) that shareholders are asked to adopt under Resolution 14. The Rules may also be inspected at the offices of Freshfields Bruckhaus Deringer LLP at 65 Fleet Street London EC4Y 1HT until the conclusion of the AGM.
This document is important. If you are in any doubt about its contents you should consult your Independent Financial Adviser. If you have sold or transferred all of your AstraZeneca ordinary shares you should send this complete document with the Notice of Annual General Meeting 2020 and Shareholders' Circular (or with the communication informing you of the availability of those documents on the AstraZeneca website) to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.