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Item 6:
Directors’ Remuneration Report The purpose of Resolution 6, which
is proposed as an ordinary resolution, is to receive and approve
the annual statement of the Chair of the Remuneration Committee
(the Statement) and the Annual Report on Remuneration for the year
ended 31 December 2022 (the 2022 Remuneration Report). The
Statement and the 2022 Remuneration Report can be found on pages
104 to 128 of the Annual Report, which is available on our website,
www.astrazeneca.com, or by request from the Company. The Board
considers that appropriate executive remuneration plays a vital
part in helping to achieve the Company’s overall objectives and,
accordingly, and in compliance with the legislation, shareholders
will be invited to approve the Statement and the 2022 Remuneration
Report. The 2022 Remuneration Report gives details of the
remuneration paid to the Directors during the year ended 31
December 2022. The vote on the Statement and the 2022 Remuneration
Report is advisory in nature in that payments made or promised to
Directors will not have to be repaid, reduced or withheld in the
event that Resolution 6 is not passed. Both the Remuneration
Committee and the Board are satisfied that our remuneration
practices are aligned to the delivery of the Company’s strategy and
promote long-term sustainable value creation for shareholders. Item
7: Political donations The purpose of Resolution 7, which is
proposed as an ordinary resolution, is to authorise the Company
and/or its subsidiaries to make limited political donations or
incur limited political expenditure, within the meaning of such
expressions as contained in the Companies Act 2006 (the Act). The
purpose of this resolution is not to alter the Company’s policy of
not making such political donations or incurring such political
expenditure. However, given the breadth of the relevant sections in
the Act, it may be that some of the Company’s activities could fall
within the potentially wide definitions of political donations and
political expenditure under the Act and, without the necessary
authorisation, the Company’s ability to communicate its views
effectively to, for example, interest groups or lobbying
organisations could be inhibited. Accordingly, the Company believes
that the authority contained in this resolution is necessary to
allow it and its subsidiaries to fund activities in relation to
which it is in the interests of shareholders that the Company
should support. Such authority will enable the Company and its
subsidiaries to be sure that they do not, because of any
uncertainty as to the bodies or the activities covered by the Act,
unintentionally commit a technical breach of the relevant sections
of the Act. Any donations or expenditure, which may be made or
incurred under the authority of Resolution 7, will be disclosed in
next year’s Annual Report. Item 8: Allotment of new shares The
purpose of Resolution 8, which is proposed as an ordinary
resolution, is to enable the Directors to exercise their power
under the Company’s Articles of Association to allot new shares in
the capital of the Company. The Directors may only allot shares or
grant rights to subscribe for shares, or convert any security into
shares, if authorised to do so by shareholders. As specified in the
resolution, the Directors’ authority will only be valid until the
conclusion of the Annual General Meeting in 2024 or the close of
business on 27 July 2024, whichever is earlier. Other than the
allotment of shares for the purposes of fulfilling the Company’s
obligations under certain of its share plans, the Directors have no
present intention to exercise this authority. However, it is
considered prudent to acquire the flexibility that this authority
provides. The Directors intend to seek renewal of this authority
annually. Paragraph (a)(i)(A) of Resolution 8 will, if passed,
authorise the Directors to allot shares or grant rights to
subscribe for, o1 convert any security into, such shares in the
Company up to a maximum nominal amount of US$129,140,524. This
amount represents 33.33% of the total ordinary share capital of the
Company in issue at 6 March 2023 (being the last practicable date
prior to publication of this Notice of AGM). Paragraph (a)(i)(B) of
Resolution 8 authorises the Directors to allot, including the
shares referred to in paragraph (a)(i)(A), further of the Company’s
unissued shares up to an aggregate nominal amount of US$258,281,048
in connection with a pre-emptive offer to existing shareholders by
way of a rights issue (with exclusions to deal with fractional
entitlements to shares and overseas shareholders to whom the rights
issue cannot be made due to legal and practical problems). This
amount represents 66.66% of the total ordinary share capital of the
Company in issue at 6 March 2023. At 6 March 2023, no shares in the
Company were held as treasury shares. For information, during 2022,
the Directors used equivalent authorities, given to them by
shareholders at previous Annual General Meetings, for the purposes
of fulfilling the Company’s obligations under its various share
plans. The number of new shares allotted during 2022 and the
percentage of the Company’s share capital they represented at 31
December 2022 are shown in the following table. Share allotments
during 2022 Ordinary shares allotted during 2022 % of issued share
capital at 31 Dec 2022 AstraZeneca Savings Related Share Option
Plan1 310,637 0.02% AstraZeneca All-Employee Share Plan2 88,728
0.01% Total number of shares allotted in 2022 399,365 0.03% 1 HM
Revenue & Customs-approved UK Save As You Earn Scheme. 2 HM
Revenue & Customs-approved UK Share Incentive Plan. Items 9–10:
Pre-emption rights The purpose of Resolutions 9 and 10, which are
proposed as special resolutions, is to grant authority to the
Directors (subject to the passing of Resolution 8) to allot shares
of the Company and to sell treasury shares for cash as if the
pre-emption provisions of section 561 of the Act do not apply.
Under section 561(1) of the Act, if the Directors wish to allot
shares, or grant rights to subscribe for, or convert securities
into shares, or sell treasury shares for cash (other than pursuant
to an employee share scheme), they must first be offered to
existing shareholders pro rata to their holdings. This provision is
designed to prevent the holdings of existing shareholders being
diluted against their wishes by the allotment of new shares. There
may be occasions however, when the Directors need the flexibility
to finance business opportunities by the issue of shares without a
pre-emptive offer to existing shareholders. This cannot be done
under the Act unless shareholders have first waived their
pre-emption rights. Resolutions 9 and 10 ask shareholders to grant
this limited waiver. Apart from rights issues or any other
pre-emptive offer concerning equity securities, the authority
contained in Resolution 9 contains a three-part waiver. The first
part (at paragraph (b)(i) of Resolution 9) is limited to the
allotment of shares for cash on a pre-emptive basis to allow the
Directors to make appropriate exclusions and other arrangements
where application of section 561(1) of the Act could for example
either result in fractional entitlements to shares arising or
require the issue of shares where this would be impractical because
of legal or regulatory requirements in any given overseas
jurisdiction. The second part (at paragraph (b) (ii) of Resolution
9) is limited to the allotment of shares for cash up to an
aggregate nominal value of US$38,746,031 (which includes the sale
on a non pre-emptive basis of any shares held in treasury), which
represents no more than 10% of the total ordinary share capital of
the Company in issue at 6 March 2023 (being the last practicable
date prior to publication of this Notice of AGM). The third 3
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