| Resolution 8: Amendment to the AstraZeneca Performance
Share Plan 2020
The purpose of Resolution 8, which is proposed as an ordinary resolution,
is to approve an amendment to the AstraZeneca Performance Share Plan
2020 (PSP) which was originally approved by shareholders at the 2020
AGM, with further amendments approved by shareholders at the
2021 Annual General Meeting.
A copy of the PSP that reflects the proposed amendment is
available for inspection, as noted on page 12 of this Notice of AGM.
The amendment ensures:
> The maximum number of the Company’s shares which may be put
under an award in respect of any employee will be increased from such
number as has a total market value equal to 650% of that employee’s
base pay to such number as has a total market value equal to 850% of
that employee’s base pay or, in the case of an Executive Director, such
limit as is set out in the shareholder approved Remuneration Policy from
time to time, as further set out in the revised Remuneration Policy on
pages 127 to 138 of the Annual Report and in the notes to Resolutions
6-7 in this Notice.
The Remuneration Committee’s rationale for increasing the maximum
opportunity for a PSP award is set out in detail in the Directors’
Remuneration Report from page 102 of the Annual Report.
Resolution 9: Political donations
The purpose of Resolution 9, 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).
It is the Company’s policy to not make such political donations or incur
such political expenditure. The Company is not intending to alter this
policy. However, the definitions of political donations and political
expenditure under the Act are very broad. Some of the Company’s
activities may therefore fall within the definitions of the Act. 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
Resolution 9 is necessary to allow it and its subsidiaries to fund activities
which are 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 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 9, will be disclosed in
next year’s Annual Report.
Resolution 10: Allotment of new shares
The purpose of Resolution 10, 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. The Directors’ authority will only be valid until the conclusion
of the Annual General Meeting in 2025 or the close of business on
11 July 2025, 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 10 would authorise the Directors to allot
(or grant rights to subscribe for, or convert any security into) shares in
the Company up to a maximum nominal amount of US$129,170,514.
This amount represents 33.33% of the Company’s total issued ordinary
share capital as at 13 February 2024 (being the last practicable date
prior to publication of this Notice of AGM).
> Paragraph (a)(i)(B) of Resolution 10 would authorise the Directors to allot
shares and grant rights to subscribe for, or convert any security into,
shares, up to an aggregate nominal amount of US$258,341,028 (less
any shares allotted pursuant to paragraph (a)(i)(A) of Resolution 10) in
connection with a pre-emptive offer to existing shareholders (with
exclusions to deal with fractional entitlements to shares and overseas
shareholders to whom the offer cannot be made due to legal and
practical problems). This amount represents 66.66% of the
Company’s total issued ordinary share capital as at 13 February 2024.
This is in accordance with the latest guidelines published by the
Investment Association.
At 13 February 2024, no shares in the Company were held as
treasury shares.
For information, during 2023, the Directors used equivalent authorities
granted at previous Annual General Meetings for the purposes of fulfilling
the Company’s obligations under its various share plans. The number of
shares allotted during 2023 and the percentage of the Company’s share
capital they represented at 31 December 2023 are shown in the
following table.
Share allotments during 2023
Ordinary
shares allotted
during 2023
% of
issued share
capital at
31 Dec 2023
AstraZeneca Savings Related Share Option Plan1 272,436 0.02%
AstraZeneca All-Employee Share Plan2 90,160 0.01%
Total number of shares allotted in 2023 362,596 0.03%
1
HM Revenue & Customs-approved UK Save As You Earn Scheme. 2
HM Revenue & Customs-approved UK Share Incentive Plan.
Resolutions 11–12: Pre-emption rights
The purpose of Resolutions 11 and 12, which are proposed as special
resolutions, is to grant authority to the Directors (subject to the passing of
Resolution 10) to allot shares of the Company and to sell treasury shares
for cash without first offering them to existing shareholders in proportion
to their existing holdings.
If the Directors wish to allot shares, or grant rights to subscribe for, or
convert securities into, shares, or sell treasury shares, for cash (unless
pursuant to an employees’ share scheme), they must first offer them to
existing shareholders in proportion 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 given a limited waiver of their pre-emption rights.
Resolutions 11 and 12 ask shareholders to grant this limited waiver.
Resolution 11 contains a three-part waiver:
> The first part (at paragraph (b)(i) of Resolution 11) 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 to
resolve legal or practical problems which, for example, might arise in
relation to overseas shareholders.
> The second part (at paragraph (b)(ii) of Resolution 11) is limited to the
allotment of shares for cash up to an aggregate nominal value of
US$38,755,029 (which includes the sale on a non pre-emptive basis of
any shares held in treasury), which represents approximately 10% of the
Company’s total issued ordinary share capital as at 13 February 2024
(being the last practicable date prior to publication of this
Notice of AGM).
8 Notice of Annual General Meeting 2024 and Shareholders’ Circular
Explanatory notes to the Resolutions
continued |