AstraZeneca PLC — Proxy Solicitation & Information Statement 2021

Apr 12, 2021

AstraZeneca PLC (the Company): General Meeting Tuesday 11 May 2021

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The General Meeting of the Company (the General Meeting) will be held on Tuesday 11 May 2021 at 11.30am (BST) at Academy House, 136 Hills Road, Cambridge, CB2 8PA. In line with UK Government restrictions relating to public gatherings as at the date of publication of the Notice of General Meeting, the General Meeting will be a closed meeting and it will not be possible for shareholders to attend.

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

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

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

Voting ID	Task ID	Shareholder Reference Number
	I, the undersigned, being a member of AstraZeneca PLC, hereby appoint the Chairman of the General Meeting*
		1200-163-S
(BST), and at any adjournment thereof.	as my proxy to vote for me on my behalf at the General Meeting of the Company to be held on 11 May 2021 at Academy House, 136 Hills Road, Cambridge, CB2 8PA at 11.30am
Please indicate your vote by marking the boxes below in black ink like this:	x
Resolution		Vote For Against Withheld
1. THAT:
(among others) (the "Transaction"), be and is hereby approved; and necessary, expedient or appropriate in connection with the Transaction.	conditions set out in the Merger Agreement dated 12 December 2020 between the Company and Alexion Pharmaceuticals, Inc. (b) the directors of the Company (the "Directors") (or any duly constituted committee thereof) be and are hereby authorised to take all necessary or appropriate steps and to do all necessary or appropriate things to implement, complete or procure the implementation or completion of the Transaction and give effect thereto with such modifications, variations, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments of a material nature) as the Directors (or any duly authorised committee thereof) may deem

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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 General Meeting as your proxy.

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

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

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

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

You will require the following details:

Meeting ID: 145-523-877. SRN: Shareholder Reference Number. PIN: the first two and last two digits of your SRN.

These can be found printed overleaf.

More details on how to access the shareholder engagement event, and how to ask questions can be found at Part IX of the combined Notice of General Meeting and Shareholders' Circular.

Please tear along the dotted line

AstraZeneca PLC: Explanatory notes to the Proxy Form

General notes

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

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

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

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 General Meeting.

This Proxy Form should not be used for any comments, change of address notification or other queries. Please send separate instructions to Equiniti.

Entitlement to attend and vote

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

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 General Meeting. 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 documents are available on the AstraZeneca PLC website at www.astrazeneca.com/investor-relations/astrazeneca-to-acquire-alexion.html, and may be inspected during business hours at AstraZeneca PLC's registered office and will on the day of the General Meeting be available for inspection at the offices of Freshfields Bruckhaus Deringer LLP at 100 Bishopsgate London EC2P 2SR until the conclusion of the General Meeting, subject to health and safety requirements and any limits on gatherings, social distancing or other measures imposed or recommended by the UK Government:

• (1) a copy of the Company's Articles of Association;
• (2) the Shareholders' Circular and the form of proxy;

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• (3) the consent letters referred to in Section 15 of Part VI (Additional Information) of the Shareholders' Circular; and
• (4) the merger agreement relating to the proposed acquisition by the Company of Alexion Pharmaceuticals, Inc.

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The documents may also be inspected on the shareholder engagement event website https://web.lumiagm.com on 30 April 2021 during the shareholder engagement event.

This document is important. If you are in any doubt about its contents you should consult your Independent Financial Adviser. If you have sold or transferred all of your AstraZeneca ordinary shares you should send this complete document with the Notice of General Meeting 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.

Toppan Merrill, London 21-11194-5