SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 2017
Commission File Number: 001-11960
1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA England
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If Yes is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): 82-
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: 16 March, 2017||By: /s/ Adrian Kemp|
|Name: Adrian Kemp|
|Title: Company Secretary|
Notice of AGM
Notice of Annual General Meeting 2017 and Shareholders Circular
Letter from the Chairman
This document is important and requires your immediate attention
If you are in any doubt about its contents or what action you should take, you should consult your Independent Financial Adviser. If you have sold or transferred all of your AstraZeneca ordinary shares you should send this document and the related documents 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.
This letter is sent on behalf of the board of Directors (the Board) of AstraZeneca PLC (the Company) and is to be read in conjunction with various documents concerning your shareholding in the Company. These documents are:
|1||A Shareholders Circular incorporating the formal Notice of the Annual General Meeting of the Company to be held on Thursday 27 April 2017 (AGM); and|
|2||A Proxy Form and Attendance Card for the AGM. Shareholders that have registered to receive shareholder communications and appoint their proxy electronically will not receive a hard copy Proxy Form and should instead read the instructions within the email sent to notify them of the publication of the Shareholders Circular and the Notes on page 10 of this document.|
The meeting place for the AGM will be the Park Plaza London Riverbank Hotel, 18 Albert Embankment, London SE1 7TJ and the AGM will commence at 2.30pm (BST).
The business to be conducted at the AGM is summarised below.
Items 12: Accounts and Dividend
The purpose of these resolutions, which are proposed as ordinary resolutions, is:
|>||To receive the Companys Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2016. These can be found in the Annual Report and Form 20-F Information 2016 (Annual Report),|
|which is available on our website, www.astrazeneca.com, or by request from the Company.|
|>||To confirm the first interim dividend of US$0.90 (68.7 pence, SEK 7.81) per ordinary share and to confirm, as the final dividend for 2016, the second interim dividend of US$1.90 (150.2 pence, SEK 16.57) per ordinary share.|
Items 34: Appointment of Auditor and Authority to agree the remuneration of the Auditor
The purpose of these resolutions, which are proposed as ordinary resolutions, is:
|>||To appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office from the end of the AGM.|
|>||To authorise the Directors to agree the remuneration of the Auditor.|
As explained in the Annual Report and Form 20-F Information for the year ended 31 December 2015, the Audit Committee undertook a competitive tender process for the Companys external audit services during 2015. Following that process, the Board recommended that PricewaterhouseCoopers LLP be appointed as the Companys Auditor with effect from the end of the AGM.
KPMG LLP will accordingly retire as the Companys Auditor at the 2017 AGM. As required by section 519 of the Companies Act 2006 (the Act), the retiring Auditor has provided the following statement of circumstances which the Company is required to distribute to members under section 520 of the Act.
Statement to AstraZeneca PLC on ceasing to hold office as UK statutory auditors pursuant to section 519 of the Companies Act 2006
The circumstances connected with our ceasing to hold office as UK statutory auditors with effect from the end of the Annual General Meeting of AstraZeneca PLC on 27 April 2017 are due to choosing to not participate in the audit tendering process.
We request that any correspondence in relation to this statement be sent to our registered office 15 Canada Square, London, E14 5GL marked for the attention of the Audit Regulation Department.
6 March 2017
Item 5: Election and re-election of Directors
At the AGM, as usual and in accordance with the Companys Articles of Association, all of the Directors are retiring. The biographical details of each Director presenting himself or herself for election or re-election by ordinary resolution are set out in the Notice of AGM and Shareholders Circular.
Philip Broadley will be proposed to shareholders for election as a Non-Executive Director at the AGM. Philip has significant international business and financial experience and will prove a valuable addition to the Board. On election, the Board proposes appointing Philip as a member of the Audit Committee.
As recently announced, Ann Cairns will step down from the Board at the end of the AGM. On behalf of the Board, I would like to thank her for her contribution to
|2||Notice of Annual General Meeting 2017 and Shareholders Circular|
AstraZeneca, both as a Board member and as a member of the Audit Committee over the last three years.
The Board considered the independence of the current Non-Executive Directors under the UK Corporate Governance Code (the Code) during 2016. As Chairman, I met the independence criteria prescribed in the Code upon my appointment. Under the Code, it is not considered appropriate to repeat this test after my appointment.
The Board concluded that, with the exception of Marcus Wallenberg, all the Non-Executive Directors presenting themselves for election or re-election are independent in character and judgement and there are no relationships or circumstances likely to affect their character or judgement. During 2016, the Board also completed the annual evaluation of its performance and that of its Committees and individual Directors. The Board concluded that each Director continues to make effective and valuable contributions to the Board and to demonstrate commitment to the role. More information about these matters and how the Board operates can be found in the Corporate Governance Report in the Annual Report, which is available on our website, www.astrazeneca. com, or by request from the Company.
Items 67: Directors Remuneration Report and Directors Remuneration Policy
The purpose of Resolution 6, which is proposed as an ordinary resolution, is to receive and approve the annual statement of the Chairman of the Remuneration Committee (the Statement) and the Annual Report on Remuneration for the year ended 31 December 2016 (the Annual Report on Remuneration).
The Statement and the Annual Report on Remuneration can be found on pages 103 to 121 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 Companys overall objectives and, accordingly, and in compliance with the legislation,
shareholders will be invited to approve the Statement and the Annual Report on Remuneration. The Annual Report on Remuneration gives details of the remuneration paid to the Directors during the year ended 31 December 2016. The vote on the Statement and the Annual Report on Remuneration 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.
The Directors Remuneration Policy (the Policy) must be presented for Shareholder approval by means of ordinary resolution on at least a triennial basis. The Policy was last approved by shareholders three years ago at the 2014 Annual General Meeting, therefore Resolution 7 is proposed as an ordinary resolution to invite shareholders to approve the Policy. The vote on the Policy is a binding vote. If Resolution 7 is passed the Policy shall take effect from the date of the AGM (the Effective Date), meaning that from the Effective Date the Company may not make a remuneration payment or a payment for loss of office to a person who is, is to be, or has been a Director of the Company unless the payment is consistent with the Policy, or has been otherwise approved by shareholder resolution. If the Policy is not approved for any reason, the Company will, if and to the extent permitted by the Act, continue to make payments to Directors in accordance with the existing Policy and will seek shareholder approval for a further revised Policy as soon as is practicable.
If approved by shareholders, the Policy will be subject to a binding shareholder vote by ordinary resolution in a further three years, except in the event that a change to the Policy is proposed or the advisory vote on the Statement and the Annual Report on Remuneration is not passed in any year subsequent to the approval of the Policy.
There are two substantive differences between the previous policy approved by shareholders at the 2014 Annual General Meeting and the proposed Policy:
|1||The level of long-term incentive award vesting at threshold performance will be reduced from 25% to 20% of maximum; and|
|2||No new awards will be made under the AstraZeneca Investment Plan (AZIP) so, from 2017, long-term incentive awards for Executive Directors will only be made under the AstraZeneca Performance Share Plan (PSP).|
The Policy is set out on pages 122 to 132 of the Annual Report and the Remuneration Committees considerations when developing the Policy, including details of engagement with major shareholders, are described within the Statement.
Item 8: Political donations
The purpose of Resolution 8, 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 Act. The purpose of this resolution is not to alter the Companys 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 Companys activities could fall within the potentially wide definitions of political donations and political expenditure under the Act and, without the necessary authorisation, the Companys 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 8, will be disclosed in next years Annual Report and Form 20-F Information.
|AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA||3|
Letter from the Chairman continued
Item 9: Allotment of new shares
The purpose of Resolution 9, which is proposed as an ordinary resolution, is to enable the Directors to exercise their power under the Companys 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 2018 or the close of business on 27 July 2018, whichever is earlier. Other than the allotment of shares for the purposes of fulfilling the Companys 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 Companys Directors intend to seek renewal of this authority annually.
Paragraph (a)(i)(A) of Resolution 9 will, if passed, authorise the Directors to allot shares or grant rights to subscribe for, or to convert any security into, such shares in the Company up to a maximum nominal amount of US$105,440,415. This amount represents 33.33% of the total ordinary share capital of the Company in issue at 3 March 2017 (being the last practicable date prior to publication of this Notice of AGM). Paragraph (a)(i)(B) of Resolution 9 authorises the Directors to allot, including the shares referred to in paragraph (a)(i)(A), further of the Companys unissued shares up to an aggregate nominal amount of US$210,880,831 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 3 March 2017.
At 3 March 2017, no shares in the Company were held as treasury shares.
For information, during 2016, the Directors used equivalent authorities, given to them by shareholders at previous Annual General Meetings, for the purposes of fulfilling the Companys obligations under its various share plans.
The number of new shares allotted during 2016, the percentage of the Companys share capital they represented at 31 December 2016 and the share plans in respect of which they were allotted are shown in the table below.
Share allotments during 2016
No. of shares
31 Dec 16
|AstraZeneca Share Option Plan1||753,432||0.06%|
|AstraZeneca Savings- Related Share Option Plan2||251,386||0.02%|
|AstraZeneca All- Employee Share Plan3||101,936||0.01%|
|Total number of shares allotted in 2016||1,106,754||0.09%|
|1||No further options are being granted under this plan|
|2||HM Revenue & Customs approved UK Save As You Earn Scheme|
|3||HM Revenue & Customs approved UK Share Incentive Plan|
No other new shares in the Company were allotted during 2016.
Item 10: Pre-emption rights
The purpose of Resolution 10, which is proposed as a special resolution, is to grant authority to the Directors (subject to the passing of Resolution 9) 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. Resolution 10 asks shareholders to do this and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority contained in this resolution will be limited to the issue of shares for cash up to an aggregate nominal value of US$15,817,644 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which represents no more than 5% of the total ordinary share capital of the Company in issue at 3 March 2017 (being the last practicable date prior to publication of this Notice of AGM). In accordance with the Pre-Emption Groups Statement of Principles, the Board confirms its intention that no more than 7.5% of the issued share capital (excluding treasury shares) will be issued for cash on a non pre-emptive basis during any rolling three-year period. This authority will expire at the conclusion of the Annual General Meeting in 2018 or the close of business on 27 July 2018, whichever is earlier.
The Directors have no present intention of exercising this authority but are requesting this authority in order to give them the flexibility to use shares, if so required, in connection with the proper development of the business.
Item 11: Purchase of own shares by the Company
The purpose of Resolution 11, which is proposed as a special resolution, is to renew the authority granted at last years Annual General Meeting which expires on the date of the forthcoming AGM. The resolution authorises the Company to make market purchases of its own shares as permitted by the Act. The authority limits the total number of shares
|4||Notice of Annual General Meeting 2017 and Shareholders Circular|
that could be purchased to a maximum of 126,541,153 (representing less than 10% of the issued share capital of the Company at 3 March 2017) and sets minimum and maximum prices.
No shares were repurchased during 2016 and the Board has no intention of repurchasing shares in 2017. The authority sought under Resolution 11 will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be likely to promote the success of the Company for the benefit of shareholders generally. The Directors current intention is that, in such circumstances, any shares so repurchased would be cancelled.
The authority being sought under Resolution 11 would permit any shares so purchased either to be cancelled or held as treasury shares. In order to maximise its opportunities for access to the market, the Company may also consider using the same authority from shareholders to give irrevocable instructions to banks to enable any share repurchases to continue during the closed periods ahead of the quarterly publication of its results. If this were done, appropriate and timely announcements to the stock exchanges would be made.
At 3 March 2017, the total number of shares under option that were outstanding under all of the Companys share option plans was 2,684,744 representing 0.21% of the Companys issued share capital at that date. This number of outstanding shares under option could potentially represent 0.27% of the issued capital of the Company, if the Company were to purchase its own shares to the fullest possible extent of its authority from shareholders (both existing and being sought).
This authority will only be valid until the conclusion of the Annual General Meeting in 2018 or the close of business on 27 July 2018, whichever is earlier.
Item 12: Notice period for general meetings
The purpose of Resolution 12, which is proposed as a special resolution, is to reduce the notice period required for a general meeting of the Company (other than an Annual General Meeting) to 14 clear days. Changes made to the Act by the Companies (Shareholders Rights) Regulations 2009 (the Shareholders Rights Regulations) increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days notice.
Before the coming into force of the Shareholders Rights Regulations on 3 August 2009, the Company was able to call general meetings (other than an Annual General Meeting or a general meeting for the passing of a special resolution or a resolution appointing a person as a Director) on 14 clear days notice without obtaining such shareholder approval. In order to preserve this ability to call such general meetings on 14 clear days notice (and to extend this ability to general meetings for the passing of a special resolution or a resolution appointing a Director), Resolution 12 seeks such approval. The flexibility offered by Resolution 12 will be used where, taking into account the circumstances, the Directors consider that it is merited by the business to be considered at the meeting and it is thought to be in the interests of shareholders as a whole. The Company undertakes to meet the requirements for electronic voting under the Shareholders Rights Regulations before calling a general meeting on 14 clear days notice. The approval will be effective until the Companys next Annual General Meeting, when it is intended that a similar resolution will be proposed.
The Directors consider all of the proposed resolutions to be in the best interests of the Company and shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the resolutions.
All resolutions will be put to a poll vote. This means that the votes of all shareholders, including the majority of our shareholders who cannot attend the meeting but who submit a Proxy Form, are counted.
If you received a Proxy Form you are requested to complete and return your Proxy Form as soon as possible. If you have registered to appoint a proxy electronically, and have thus not received a Proxy Form, you should follow the instructions in the email you received notifying you of the availability of the Shareholders Circular.
Any registered holder may, if they so wish, register the appointment of a proxy electronically either via the internet or, if holding shares through CREST, using the CREST electronic proxy appointment service. Please refer to the Notes in the Notice of AGM from page 10 for details. The appointment of a proxy will not prevent you from also attending the AGM and, if you are a registered holder, voting in person. All shareholders or proxies attending the AGM are asked to bring the Attendance Card with them. If you wish to appoint a corporate representative to attend the AGM, please refer to the Notes in the Notice of AGM from page 10 for details.
16 March 2017
|AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA||5|
Notice of Annual General Meeting 2017
and Shareholders Circular
Notice is hereby given that the Annual General Meeting (AGM) of AstraZeneca PLC (the Company) will be held on Thursday 27 April 2017 at 2.30pm (BST) at the Park Plaza London Riverbank Hotel, 18 Albert Embankment, London SE1 7TJ. You will be asked to consider and pass the following resolutions. Resolutions 10 to 12 inclusive will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
|1||To receive the Companys Accounts, the Reports of the Directors and Auditor and the Strategic Report for the year ended 31 December 2016.|
|2||To confirm the first interim dividend of US$0.90 (68.7 pence, SEK 7.81) per ordinary share and to confirm as the final dividend for 2016 the second interim dividend of US$1.90 (150.2 pence, SEK 16.57) per ordinary share.|
|3||To appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office from the end of the AGM to the end of the next meeting at which accounts are laid before the Company.|
|4||To authorise the Directors to agree the remuneration of the Auditor.|
|5||To elect or re-elect the following Directors of the Company with effect from the end of the AGM as separate resolutions:|
A separate vote will be taken in respect of the election or re-election of each Director. In accordance with Article 66 of the Companys Articles of Association, all of the Directors will retire at the AGM and may present themselves for re-election.
a) Leif Johansson (65)
Non-Executive Chairman of the Board (April 2012*)
Committee membership Chairman of the Nomination and Governance Committee and member of the Remuneration Committee
Skills and experience From 1997 to 2011, Leif was Chief Executive Officer of AB Volvo. Prior to that, he served at AB Electrolux, latterly as Chief Executive Officer from 1994 to 1997. He was a Non-Executive Director of Bristol-Myers Squibb from 1998 to September 2011, serving on the Boards Audit Committee, and Compensation and Management Development Committee. He holds an MSc in engineering from Chalmers University of Technology, Gothenburg.
Other appointments Leif is Chairman of global telecommunications company, LM Ericsson. He holds board positions at Autoliv, Inc and Ecolean AB. He has been a member of the Royal Swedish Academy of Engineering Sciences since 1994, serving as Chairman since 2012. Leif is also a member of the European Round Table of Industrialists and Chairman of the International Advisory Board of the Nobel Foundation.
b) Pascal Soriot (57)
Executive Director and CEO
Skills and experience Pascal brings a passion for science and medicine as well as significant experience in established and emerging markets, strength of strategic thinking, a successful track record of managing change and executing strategy, and the ability to lead a diverse organisation. He served as Chief Operating Officer of Roches pharmaceuticals division from 2010 to September 2012 and, prior to that, Chief Executive Officer of Genentech, a biologics business, where he led its successful merger with Roche. Pascal joined the pharmaceutical industry in 1986 and has worked in senior management roles in numerous major companies around the world. He is a doctor of veterinary medicine (École Nationale Vétérinaire dAlfort, Maisons-Alfort) and holds an MBA from HEC, Paris.
c) Marc Dunoyer (64)
Executive Director and CFO (November 2013)
Skills and experience Marcs career in pharmaceuticals, which has included periods with Roussel Uclaf, Hoechst Marion Roussel and GlaxoSmithKline (GSK), has given him extensive industry experience, including finance and accounting; corporate strategy and planning; research and development; sales and marketing; business reorganisation; and business development. Marc is a qualified accountant and joined AstraZeneca in 2013, serving as Executive Vice-President, GPPS from June to October 2013. Prior to that, he served as Global Head of Rare Diseases at GSK and (concurrently) Chairman, GSK Japan. He holds an MBA from HEC, Paris and a Bachelor of Law degree from Paris University.
d) Geneviève Berger (62)
Committee membership Member of the Science Committee and oversees sustainability matters on behalf of the Board
Skills and experience Geneviève was Chief Science Officer at Unilever PLC and a member of the Unilever Leadership Executive from 2008 to April 2014. She holds three doctorates in physics, human biology and medicine and was appointed Professor of Medicine at lUniversité Pierre et Marie Curie, Paris in 2006. Her previous positions include Professor and Hospital Practitioner at lHôpital de la Pitié-Salpêtrière in Paris; Director of the Biotech and Agri-Food Department; Head of the Technology Directorate at the French Ministry of Research and Technology; Director General, at the Centre National de la Recherche Scientifique; and Chairman of the Health Advisory Board of the EU Commission.
Other appointments In May 2015, Geneviève was appointed as a Director of Air Liquide S.A. for a term of four years. She is currently Chief Research Officer at Firmenich SA, Geneva, Switzerland.
|*||Date of appointment.|
|6||Notice of Annual General Meeting 2017 and Shareholders Circular|
e) Philip Broadley (56)
Proposed Non-Executive Director
Committee membership Proposed member of the Audit Committee
Skills and experience Philip has significant financial and international business experience, having previously been Group Finance Director of Prudential plc for eight years and Old Mutual plc for six years. He started his career at Arthur Andersen where he was a partner for seven years. He is a past Chairman of the 100 Group of Finance Directors in the UK. He is a Fellow of the Institute of Chartered Accountants in England and Wales. He graduated in Philosophy, Politics and Economics from St Edmund Hall, Oxford and has a MSc in Behavioural Science from the London School of Economics.
Other appointments Philip chairs the Audit Committee of Legal & General Group plc. He is a member of the Code Committee of The Takeover Panel. He is a member of the Oxford University Audit Committee, Treasurer of the London Library and a governor of Eastbourne College.
f) Bruce Burlington (68)
Committee membership Chairman of the Science Committee and member of the Audit Committee and the Nomination and Governance Committee
Skills and experience Bruce is a pharmaceutical product development and regulatory affairs consultant and brings extensive experience in these areas. He spent 17 years with the FDA, serving as Director of its Center for Devices and Radiological Health, as well as holding various senior roles in the Center for Drug Evaluation and Research. After leaving the FDA, he held various senior executive positions at Wyeth (now part of Pfizer).
Other appointments Bruce is a Non-Executive Director of the International Partnership for Microbicides.
g) Graham Chipchase (54)
Committee membership Chairman of the Remuneration Committee and member of the Nomination and Governance Committee
Skills and experience Graham was Chief Executive Officer of global consumer packaging company, Rexam PLC from 2010 to 2016 after serving at Rexam as Group Director, Plastic Packaging and Group Finance Director. Previously, he was Finance Director of Aerospace Services at the global engineering group GKN PLC from 2001 to 2003. After starting his career with Coopers & Lybrand Deloitte, he held various finance roles in the industrial gases company The BOC Group PLC (now part of The Linde Group). He is a Fellow of the Institute of Chartered Accountants in England and Wales and holds an MA (Hons) in chemistry from Oriel College, Oxford.
Other appointments In January 2017, Graham joined Brambles Limited, the Sydney-listed supply chain logistics company, as CEO designate, and was appointed CEO with effect from 20 February 2017.
h) Rudy Markham (71)
Senior independent Non-Executive Director (April 2015. Member of the Board since September 2008)
Committee membership Chairman of the Audit Committee and member of the Remuneration Committee and Nomination and Governance Committee
Skills and experience Rudy has significant international business and financial experience, having formerly held various senior commercial and financial positions with Unilever, culminating in his appointment as its Chief Financial Officer. He also served as a Non-Executive Director of the UK Financial Reporting Council from 2007 to 2012 and formerly as Chairman and a Non-Executive Director of Moorfields Eye Hospital NHS Foundation Trust.
Other appointments Rudy is a non-executive member of the Boards of United Parcel Services Inc. and Legal & General plc. He is also Vice Chairman of the Supervisory Board of Corbion NV (formerly CSM NV), a Fellow of the Chartered Institute of Management Accountants and a Fellow of the Association of Corporate Treasurers.
i) Shriti Vadera (54)
Committee membership Member of the Audit Committee and the Remuneration Committee
Skills and experience Shriti has significant knowledge of global finance, emerging markets and public policy. She has advised governments, banks and investors on the Eurozone crisis, the banking sector, debt restructuring and markets. She has served as a G20 Adviser and a Minister in the UK Cabinet Office and Business Department and International Development Department. She has also served on the Council of Economic Advisers, HM Treasury, where she focused on business and international economic issues. Prior to that, Shriti spent 14 years in investment banking with SG Warburg/UBS.
Other appointments Shriti is Chairman of Santander UK plc and Senior Independent Director of BHP Billiton.
j) Marcus Wallenberg (60)
Committee membership Member of the Science Committee
Skills and experience Marcus has international business experience across various industry sectors, including the pharmaceutical industry from his directorship with Astra prior to 1999.
Other appointments Marcus is Chairman of Skandinaviska Enskilda Banken AB, Saab AB and FAM AB. He is a member of the boards of Investor AB, Temasek Holdings Limited, and the Knut and Alice Wallenberg Foundation.
|AstraZeneca PLC Registered No. 2723534 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge, CB2 0AA||7|
Notice of Annual General Meeting 2017
and Shareholders Circular continued
|6||To approve the annual statement of the Chairman of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2016, as set out on pages 103 to 121 of the Annual Report, in accordance with section 439 of the Companies Act 2006.|
|7||To approve the Directors Remuneration Policy, as set out on pages 122 to 132 of the Annual Report in accordance with section 439A of the Companies Act 2006, to take effect from 27 April 2017.|
|8||That the Company and any company which is or becomes a subsidiary of the Company during the period to which this resolution relates be generally authorised to:|
|(a)||make donations to political parties and/or independent election candidates;|
|(b)||make donations to political organisations other than political parties; and|
|(c)||incur political expenditure|
during the period commencing on the date of this resolution and ending on the date of the Companys next Annual General Meeting, provided that in each case the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed in aggregate US$250,000. Any terms used in this resolution which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this resolution.
|(a)||the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to:|
|(i)||allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:|
|(A)||up to an aggregate nominal amount of US$105,440,415; and|
|(B)||comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of US$210,880,831 (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:|
|(I)||to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and|
|(II)||to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;|
|and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,|
|for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 27 July 2018); and|
|(ii)||make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;|
|(b)||subject to paragraph (c) below, all existing authorities given to the Directors pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and|
|(c)||paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.|
|10||That subject to the passing of Resolution 9 as set out in the Notice of AGM of the Company convened for 27 April 2017 and in place of the power given to them pursuant to the special resolution of the Company passed on 29 April 2016, the directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, pursuant to the authority conferred by Resolution 9 in the Notice of AGM as if section 561(1) of the Act did not apply to the allotment.|
|(a)||expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 27 July 2018), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and|
|(b)||shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 9(a)(i)(B), by way of a rights issue only):|
|8||Notice of Annual General Meeting 2017 and Shareholders Circular|
|(i)||to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and|
|(ii)||to people who are holders of other equity securities, if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;|
|and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and|
|(c)||in the case of the authority granted under Resolution 9(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of US$15,817,644.|
|This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words pursuant to the authority conferred by Resolution 9 in the Notice of AGM were omitted.|
|11||That the Company be unconditionally and generally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of US$0.25 each in the capital of the Company provided that:|
|(a)||the maximum number of ordinary shares which may be purchased is 126,541,153;|
|(b)||the minimum price (exclusive of expenses) which may be paid for each ordinary share is US$0.25; and|
|(c)||the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:|
|(i)||an amount equal to 105% of the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and|
|(ii)||an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange trading service SETS.|
|This authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2018 or, if earlier, at the close of business on 27 July 2018 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).|
|12||That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days notice.|
By order of the Board:
A C N Kemp
Registered in England No. 2723534
Registered Office: 1 Francis Crick Avenue,
Cambridge Biomedical Campus,
Cambridge CB2 0AA
16 March 2017
Notice of Annual General Meeting 2017
and Shareholders Circular continued
Security at the AGM
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. For the safety and security of our shareholders, photography and filming will not be permitted in the AGM meeting room.
Entitlement to attend and vote
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only holders of ordinary shares entered in the register of members of the Company by 6.30pm (BST) on Tuesday 25 April 2017 (or their duly appointed proxies), or if this meeting 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 Tuesday 25 April 2017, 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.
A registered member of the Company may appoint one or more proxies (who need not be a member of the Company) to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A member may only appoint a proxy by:
|>||Completing and returning the Proxy Form; or|
|>||Going to the Shareview website, www.shareview.co.uk; or|
|>||If you are a user of the CREST system (including CREST Personal Members), having an appropriate CREST message transmitted.|
You may not use any electronic address provided in this Notice of AGM to
communicate with the Company for any purposes other than those expressly stated.
Deadline for receipt of Proxy Form
To be effective, the Proxy Form (or electronic appointment of a proxy) must be received by the Companys registrar, Equiniti Registrars, not later than 2.30pm (BST) on Tuesday 25 April 2017, or if this AGM is adjourned, not less than 48 hours before the time for holding such adjourned meeting. The appointment of a proxy will not prevent a shareholder from attending and voting in person at the meeting.
Appointment of proxies through Sharevote and Shareview websites
Shareholders who would prefer to register the appointment of their proxy electronically via the internet can do so through the Sharevote website, www.sharevote.co.uk, using their 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). Alternatively, shareholders who have already registered with Equiniti Registrars online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk and clicking on the link to vote. Full details and instructions on these electronic proxy facilities are given on the respective websites.
Appointment of proxies
CREST members who wish to appoint a proxy or proxies for the AGM, including any adjournment(s) thereof, through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear website, www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limiteds specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless
of whether it relates to the appointment of a proxy or to an amendment to the instruction given for a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Equiniti Registrars (ID RA19) by the latest time for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Equiniti Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the proxy through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Appointment of corporate representatives
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided if two or more representatives purport to vote in respect of the same shares:
|>||If they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and|
|>||In other cases, the power is treated as not exercised.|
|10||Notice of Annual General Meeting 2017 and Shareholders Circular|
Any person to whom this Notice of AGM is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (Nominated Person) may have a right, under an agreement between him or her and the shareholder by whom he or she was nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described above can only be exercised by shareholders of the Company.
All resolutions will be put to a poll vote. This means that the votes of all shareholders, including the majority of shareholders who cannot attend the meeting but who submit a Proxy Form, are counted.
Members requests under section 527 of the Companies Act 2006
Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish a statement on a website setting out any matter relating to: (i) the audit of the Companys accounts (including the auditors report and the conduct of the audit) that are to be laid before the AGM; and/or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Companys auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Members rights to ask questions
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Members resolutions and matters under sections 338 and 338A of the Companies Act 2006
Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution to be moved at the meeting; and/ or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective; (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 15 March 2017, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Total voting rights
At 3 March 2017 (being the last practicable date prior to the publication of this Notice of AGM), the Companys issued share capital consisted of 1,265,411,533 ordinary shares, carrying one vote each. Therefore, the total voting rights of the Company at 3 March 2017 were 1,265,411,533.
Documents available for inspection
The following information may be inspected during business hours at the Companys registered office and will on the day of the AGM be available for inspection at the Park
Plaza London Riverbank Hotel, 18 Albert Embankment, London SE1 7TJ from 2.15pm (BST) until the conclusion of the AGM: (1) a statement of the interests and transactions of Directors and their families 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 2016; and (4) a copy of the Companys Articles of Association.
The results of the voting at the AGM will be announced through a Regulatory Information Service and will appear on our website, www.astrazeneca.com as soon as reasonably practicable following the conclusion of the AGM.
Updates to certain items of information in the Companys Annual Report and Form 20-F Information 2016 are provided below, to provide more up to date figures following the publication of the Annual Report:
|>||On 3 March 2017, the proportion of ordinary shares represented by ADSs was 14.9% of the ordinary share capital of the Company in issue on that date.|
|>||On 3 March 2017, the number of registered holders of ordinary shares was 89,728 (of which 704 were in the US) and the number of record holders of ADRs on the same date was 1,877 (of which 1,869 were in the US).|
|>||On 3 March 2017, there were options outstanding to subscribe over 2,684,744 ordinary shares of the Company, with subscription prices in the range of 18823929 pence (weighted average subscription price 2868 pence) and normal expiry dates from 2017 to 2022.|
|1 Francis Crick Avenue||Aspect House|
|Cambridge Biomedical Campus||Spencer Road|
|Cambridge CB2 0AA||Lancing|
|UK||West Sussex BN99 6DA|
|Tel: +44 (0)20 3749 5000||UK|
|Tel: (freephone in the UK) 0800 389 1580|
|Investor relations||Tel: (outside the UK) +44 (0)121 415 7033|
|UK: as above|
|Swedish Central Securities Depository|
|US:||Euroclear Sweden AB|
|Investor Relations||PO Box 191|
|AstraZeneca Pharmaceuticals LP||SE-101 23 Stockholm|
|One MedImmune Way||Sweden|
|Gaithersburg MD 20878||Tel: +46 (0)8 402 9000|
|Tel: +1 (301) 398 0000||US Depositary|
|Citibank Shareholder Services|
|PO Box 43077|
|Tel: (toll free in the US) +1 888 697 8018|
|Tel: (outside the US) +1 781 575 4555|
A copy of this Notice of AGM, and other
information required by section 311A of the
Companies Act 2006, is available online at