AstraZeneca : Proxy Form for 2023 AGM

AstraZeneca PLC: Attendance Card

Annual General Meeting Thursday 27 April 2023

If you are planning to attend the Annual General Meeting (AGM) of AstraZeneca PLC (the Company), to be held on 27 April 2023 at the Leonardo Royal Hotel London Tower Bridge, 45 Prescot Street, 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 Thursday 27 April 2023	+
Voting ID	Task ID	Shareholder Reference Number

I, the undersigned, being a member of AstraZeneca PLC, hereby appoint the Chair of the AGM*

1200-0178

as my proxy to vote for me on my behalf at the Annual General Meeting of the Company to be held on Thursday 27 April 2023 at the Leonardo Royal Hotel London Tower Bridge, 45 Prescot Street, 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: 

x

Resolution

For

1. To receive the Company's Accounts, the Reports

of the Directors and Auditor and the Strategic Report for the year ended 31 December 2022

2. To confirm dividends

3. To reappoint PricewaterhouseCoopers LLP as Auditor

1. To authorise the Directors to agree the remuneration of the Auditor
2. To elect or re-elect the following Directors:

a) Michel Demaré b) Pascal Soriot c) Aradhana Sarin d) Philip Broadley e) Euan Ashley

f) Deborah DiSanzo g) Diana Layfield

+ h) Sheri McCoy

Vote			Vote
Against Withheld	Resolution	For	Against Withheld

i) Tony Mok

j) Nazneen Rahman k) Andreas Rummelt l) Marcus Wallenberg

6. To approve the Annual Report on Remuneration for the year ended 31 December 2022

7. To authorise limited political donations

8. To authorise the Directors to allot shares

9. To authorise the Directors to disapply pre-emption rights1

10. To authorise the Directors to further disapply pre-emption rights for acquisitions and specified capital investments1

11. To authorise the Company to purchase its own shares1 12. To reduce the notice period for general meetings1 13. To adopt new Articles of Association1

+

Signed

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 Chair of the AGM as your proxy.
  1 Special Resolution

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Location of the Annual General Meeting (AGM) of AstraZeneca PLC, to be held on 27 April 2023 at Leonardo Royal Hotel London Tower Bridge, 45 Prescot Street, London, E1 8GP at 2.30pm (BST)

Liverpool

Street

A10

Bank

BISHOPSGATE

Aldgate

A1211

A11

Aldgate

East

A1202

A13

BRIDGE

			STREET
		FENCHURCH
	Monument	Tower Hill
LOWER	THAMES	TOWER	HILL
		STREET

ST PRESCOT

A1210

A1203

Leonardo

Royal Hotel

London

Tower

Bridge

THE HIGHWAY

LONDON

London Bridge

Tower of

London

TOWER	BRIDGE

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 Chair of the AGM, delete the words 'the Chair 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 fall to be considered at 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 effective, 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 received by the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, by 2.30pm on 25 April 2023, or if this AGM is adjourned, not less than 48 hours before the time for holding such adjourned 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 25 April 2023 (or their duly appointed proxies), or if this AGM is adjourned, in the register of members by 6.30pm (BST) two days prior to any adjourned meeting, 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 25 April 2023, or if this meeting is adjourned, in the register of members after 6.30pm (BST) two days prior to any adjourned meeting, 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 at the offices of Freshfields Bruckhaus Deringer LLP at

100 Bishopsgate London EC2P 2SR 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. the Annual Report and Form 20-F Information 2022;
3. a copy of the Company's current Articles of Association; and
4. a copy of the new Articles of Association of the Company, for approval under Resolution 13 within the Notice of Meeting.

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 2023 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.

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