| 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 Notice of Annual General Meeting 2023 and Shareholders’ Circular
Letter from the Chair
continued
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