AstraZeneca : Proxy Form for 2024 AGM

AstraZeneca PLC: Joining Instructions

Annual General Meeting Thursday 11 April 2024

The 2024 Annual General Meeting (the AGM) of AstraZeneca PLC (the Company) will be a digitally-enabled meeting, to be broadcast on Thursday 11 April 2024 at 14:30 (BST).

Digitally-enabled AGMs are optimised for online participation. Content and presentation will be optimised for that format. For the reasons set out in the Notice of AGM, shareholders are encouraged to participate in the AGM via the online platform.

Join the meeting online: https://web.lumiagm.com/157465049

You will then be prompted to enter your Shareholder Reference Number (SRN) and PIN.

Please note that your PIN is the first two and last two digits of your SRN printed below.

Full details on how to join can be found on pages 13 to 15 of the Notice of AGM.

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

+	AstraZeneca PLC: Proxy Form: Annual General Meeting Thursday 11 April 2024	+
	Voting ID	Task ID		Shareholder Reference Number
	I, the undersigned, being a member of AstraZeneca PLC, hereby appoint the Chair of the AGM* or
							1200-0184
		Name of
		proxy

as my proxy, to vote for me on my behalf at the Annual General Meeting of the Company to be held on the Lumi online platform and at the broadcast venue, the Kia Oval, Kennington, London, SE11 5SS, on Thursday 11 April 2024 at 14:30 (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 2023

2. To confirm the 2023 interim dividends

3. To re-appoint 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) Anna Manz

(i) Sheri McCoy

+

Signed

Vote	Resolution	For
Against Withheld

(j) Tony Mok

(k) Nazneen Rahman

(l) Andreas Rummelt

(m) Marcus Wallenberg

6. To approve the annual statement of the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2023

7. To approve the Directors' Remuneration Policy

8. To approve amendments to the AstraZeneca Performance Share Plan 2020

9. To authorise limited political donations

10. To authorise the Directors to allot shares

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

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

13. To authorise the Company to purchase its own shares1 14. To reduce the notice period for general meetings1

Dated

Vote

Against Withheld

+

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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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 their 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 14:30 (BST) on 9 April 2024, 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 18:30 (BST) on 9 April 2024 (or their duly appointed proxies), or if this AGM is adjourned, in the register of members by 18:30 (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 18:30 (BST) on 9 April 2024, or if this meeting is adjourned, in the register of members after 18:30 (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 may be inspected during business hours at the Company'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 2023.
3. The Policy, which will be proposed for approval under Resolution 7.
4. A copy of the rules of the AstraZeneca Performance Share Plan 2020, including amendments proposed for approval under Resolution 8.

On the day of the AGM, the above will also be available for inspection on the online platform.

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 2024 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.

Please tear along the dotted line

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