As filed with the Securities and Exchange Commission on March 23, 2006
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR |
o | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _____________ to |
its charter) organization) , London W1K 1LN 17, 2009. The selected financial data incorporated by reference herein is derived from audited financial statements of the Company and its consolidated entities, prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and IFRS as issued by the International Accounting Standards Board, included in the Company’s “Annual Report and Form 20-F Information 2008” included as exhibit 15.1 to this Form 20-F dated March 17, 2009. Statements—Notes to the Financial Statements—Note 22— becomes effective after the waiting period has ended. The www.astrazeneca.com.Namename of Registrant as Specifiedspecified in Its Charter)Incorporationincorporation or Organization)Principal Executive Offices)principal executive offices)
registeredThe New York Stock Exchange The New York Stock Exchange* * Not for trading, but only in connection with the registration of American Depositary Shares representing such Ordinary Shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class)The number of issued shares of each class of stock of AstraZeneca PLC as of March 23, 2006 was:Ordinary Shares of 25¢ each: 1,576,803,529Redeemable Preference Shares of £1 each: 50,000Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities ActYesxNooIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.YesoNoxNote — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNooIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accredited filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filerx acceleratedAccelerated fileroIndicate by check mark which financial statement item the registrant has elected to follow.Item 17Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesoNox(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.YesoNoo20052008 Form 20-F of AstraZeneca PLC (the “Company”) set out below is being incorporated by reference from the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 2006 and submitted on March 14, 2006.in the margins are not included unless specifically identified below. The Photographs are also not included. “Use of terms”, “Cautionary statement regarding forward-looking statements”, “Trade marks”“Inclusion of reported, constant exchange rate and core financial measures”, “Statements of competitive position”position, growth rates and sales”, “AstraZeneca websites” and “External/third party websites” on page 1, “Trade marks”, “Use of terms” and “Statements of growth rates”, and “AstraZeneca websites”dates” on the inside frontback cover, “Definitions and Interpretation” on page 196, “Cross-Reference to Form 20-F” on page 198 and “Glossary” on pages 199 to 200, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.I128—Called up share capital20—Share Capital of parent company”Parent Company” on page 128, “Shareholder129, “Group Financial Record” on page 172 and the first table that appears under “Additional Information—Shareholder Information” on page 147, “Group Financial Record—IFRS” on page 145 and “Group Financial Record—US GAAP” on page 146190, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference. High 1.42 1.49 1.53 1.55 1.62 1.78 1.86 Low 1.41 1.42 1.37 1.44 1.48 1.55 1.75 1.41 1.44 1.45 1.49 1.53 1.69 1.80 1.44 1.84 2.01 1.86 1.81 1.84 “Risk Factors”“Directors’ Report—Risk—Principal Risks and Uncertainties” on pages 15476 to 15682 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.developmentDevelopment of the Company” on page 159, “Business Review—197, “Directors’ Report—Resources, Skills and Capabilities—Our Resources” and “—Supply and Manufacturing” on pages 18 (third paragraph only) and 27 respectively, “Directors’ Report—Financial position,Position, including cash flowCash Flow and liquidity—Liquidity – 2008—Property, plant and equipment” and “—Cash flow”, on pages 35 and 36, respectively, “Directors’ Report— Financial Position, including Cash Flow and Liquidity – 2007—Investments, divestments and capital expenditure” and “—Tangible Fixed Assets” on pages 48 and 58,page 41, “Financial Statements—Notes to the Financial Statements—Note 7—Property, plantPlant and equipment”Equipment” on page 96pages 114 and 115 and “FinancialDisposalAcquisitions of business operations”Business Operations” on page 106pages 130 to 133, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Business Review”“AstraZeneca and our Year in Brief” on pages 62 to 44,3, “Directors’ Report” on pages 8 to 30 (excluding the “Expanding Patient Populations” graphic and the first and third paragraphs under the heading “Expanding Patient Population, on page 10) and pages 48 to 73, “Financial Statements—Notes to the Financial Statements—Note 6—5—Segment information”Information” and “—Note 6—Product Revenue Information” on pages 94111 to 95113, and “Statements of competitive position”position, growth rates and sales” on the inside front coverpage 1, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.14, 2006,27, 2009, the Company announced that it had decided to withdraw the anticoagulant Exanta™ (melagatran / ximelagatran)received a Complete Response Letter (CRL) from the marketFDA asking for additional information for the supplemental New Drug Application (sNDA) for SEROQUEL XR (quetiapine fumarate) Extended Release Tablets for the treatment of Generalised Anxiety Disorder (GAD) in adult patients. AstraZeneca is evaluating the contents of the CRL and terminatethe proposed labelling revisions. development. initial Phase III clinical trial of Unit Dose Budesonide (UDB) for the potential treatment of children with asthma did not meet its co-primary endpoints: asthma control as assessed by changes from baseline in night-time and daytime composite symptom scores, in either of the doses evaluated when compared with placebo.estimated that approximately 400 patients were being prescribed the drug for short-term preventionand MAP Pharmaceuticals announced, in December, 2008, an exclusive worldwide agreement to develop and commercialise UDB, MAP Pharmaceuticals’ proprietary nebulised formulation of venous thromboembolism (VTE) following orthopaedic surgery (OS). Two ongoing Exanta™ clinical trials will be discontinued and Exanta™-treated patients switchedbudesonide. This agreement is subject to other treatments. It is important that patients do not stop Exanta™ treatment without consulting their doctor. Regulatory files in OS and other indicationsreview in the US, EuropeUnited States under the U.S. Hart-Scott-Rodino Act and elsewhere will now be withdrawn.withdrawalCompany intends to work with MAP Pharmaceuticals to conduct further analyses of Exanta™ was triggered by new patient safetythese data (an adverse event report of serious liver injury) into determine appropriate next steps for the EXTEND clinical trial. The trial examined use of Exanta™ in extended VTE prophylaxis in OS up to 35 days post-operatively, and so involved a longer duration of therapy than that approvedprogramme.marketing. Liver findings had previously been observed during clinical trials of chronic use as referred to in the prescribing information. This new patient report indicated a potential risk of severe liver injury, with an observation of rapid onset of signs and symptoms in the weeks following the end of the 35 days treatment. This specific observation had not previously been made in relation to Exanta™ and indicated that regular liver function monitoring may not mitigate the possible risk. While there was no evidence of a risk of liver injury with approved use up to 11 days, any unapproved use beyond 11 days was a concern. Therefore, in the interests of patient safety,PN 400 Phase III Clinical Programmestookannounced that its co-development partner for the precautionary measureinvestigational compound PN 400, POZEN Inc., has been informed that the FDA has completed its internal discussions and that there is no change to the previous agreements that gastric ulcer incidence is an acceptable primary endpoint for the PN 400 Phase III clinical programmes. In October, the FDA had announced that they were conducting an internal review on the acceptability of withdrawing Exanta™. The Company has informed regulatory authorities of its decision to withdraw Exanta™ and is now communicating with all prescribers and healthcare professionals to advise them that no new patients should be started on Exanta™.gastric ulcers as a primary endpoint in clinical studies.Report”Report—Other Matters—Other Company Disclosures and Information—Subsidiaries and principal activities” on page 6294 and “Principal“Financial Statements—Principal Subsidiaries” on page 129164, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Business“Directors’ Report—Research and Development—Our Resources” on pages 17 and 18, “Directors’ Report—Financial Review—Main Facilities”Financial Position,43, “Business Review—Financial position, including cash flow and liquidity—Tangible fixed assets” on page 48, “Business Review—Environmental Liabilities” on page 41,79, “Financial Statements—Notes to the Financial Statements—Note 25—Commitments and contingent liabilities—Environmental costs and liabilities” on pages 118 and 119146 to 147 and “Financial Statements—Notes to the Financial Statements—Note 7—Property, plantPlant and equipment”Equipment” on page 96pages 114 to 115, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Business Review—Geographic Review—North America—US”“Directors’ Report—World Pharmaceutical Markets” (comprising first table only) on page 31, “Business Review—Industry Regulation” on pages 43 to 44, “Business Review—9, “Directors’ Report—Financial Review” on pages 4531 to 59, “Business47, “Directors Report—Geographical Review” on pages 48 to 52, “Directors’ Report—Therapy Area Review—Sales by Therapy Area” (comprising final tabular data only) on page 53, “Directors’ Report—Therapy Area Review—Our Financial Performance” (comprising tabular data only) on pages 55, 58, 60, 62, 65 and 68, “Directors’ Report—Therapy Area Review—Financial Performance 2008/2007” on pages 56, 58, 60, 63, 66 and 69, “Directors’ Report—Resources, Skills and Capabilities—Research and Development (R&D)”Development” on pages 34 and 35,17-21, “Financial Statements—Notes to the Financial Statements—Note 13—14—Interest bearing loansBearing Loans and borrowings”Borrowings” on page 99,119, “Financial Statements—Notes to the Financial Statements—Note 15—16—Financialinstruments” Instruments” on pages 100122 to 103,126, “Financial Statements—Notes to the Financial Statements—Note 19—Reserves—NatureCapital and purpose of otherReserves—Other reserves” on page 106128 and “Financial Statements—Notes to the Financial Statement—Statements—Note 25—Commitments and Contingent Liabilities” (comprising the tabular data and related text) on page 116pages 144 to 162, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Board“Directors’ Report—Business Organisation and Corporate Governance—Board of Directors”Directors at 31 December 2008” on pages 6084 and 6185, “—Chief Executive Officer, Delegation of Authority and “Directors’Senior Executive Team—Senior Executive Team” on page 86 and “Remuneration Report—Directors’ Remuneration Report—ExternalVariable Remuneration—Policy on external appointments and retention of fees” on page 74181, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Directors’“Remuneration Report—Directors’ Remuneration Report” on pages 70174 to 80 and“Financial188, “Financial Statements—Notes to the Financial Statements—Note 23—Post-retirement benefits”Post-Retirement Benefits”, “—Note 24—Employee Costs and Share Option Plans for Employees” and “—Note 27—Statutory and Other Information—Key management personnel compensation”, on pages 107133 to 111138, 138 to 143, and 163, respectively, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Board“Directors’ Report—Business Organisation and Corporate Governance—Board of Directors at 31 December 2008” and “—Chief Executive Officer, Delegation of Authorityon pages 60 and 61, “Directors’ Report—Board Changes” and “—Election and Re-electionOperation of Directors” on page 62, “Directors’ Report—Board Committees” on pages 6587 to 66, “Audit Committee’s Report”91, “—Principal UK and US Governance Requirements—UK Corporate Governance Requirements” and “—US Corporate Governance Requirements” on pages 6891 to 6993, and “Directors’ Remuneration Report”Report—Executive Directors’ and Senior Executive Team’s Remuneration and Terms of Employment—Details of Executive Directors’ Service Contracts at 31 December 2008” (consisting of tabular data), “—Service contracts” and “—Non-Executive Directors”, each on pages 70 to 80page 181, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.Employees”Resources, Skills and Capabilities—People” (comprising the graphical data and first paragraph only) on page 6628, “—Communication and Dialogue” on pages 28 to 29 and “Financial Statements—Notes to the Financial Statements—Note 24—Employee costsCosts and share option plansShare Option Plans for employees—Employee costs”Employees” (including the tabular data) on page 111pages 138 to 143, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.costsCosts and share option plansShare Option Plans for employees”Employees” on pages 111138 to 115, “Directors’143, “Remuneration Report— Directors’ Remuneration Report —Directors’ Interests in Shares” on pages 77185 to 78, “Directors’ Remuneration Report—Share Options” on pages 79 to 80,188, and “Shareholder“Additional Information—Shareholder Information—Major Shareholdings—Title of class” and “—Shareholder Information—Options to purchase securitiesPurchase Securities from registrantRegistrant or subsidiaries”Subsidiaries” (consisting of tabular data and related text), both on page 149192, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Shareholder“Additional Information—Shareholder Information—Major Shareholdings” on pages 148191 to 149192 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.other information—Other Information—Related party transactions”Party Transactions” on page 127163 and “Shareholder Information – “Additional Information—Shareholder Information—Related party transactions”Party Transactions” on page 149192, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Business“Directors’ Report—Financial Review—Capitalisation and Shareholder Return—Dividend and share re-purchases”Share Re-Purchases” on page 49,37, “Directors’ Report—Shareholders’ return strategyBusiness Organisation and purchase of own shares”Corporate Governance—Other Matters—Distributions to shareholders” on page 67,95, “Financial Statements” on pages 84100 to 128163 (including the information set forth under the subheading “Notes toAdditional Information for US Investors”“Financial Statements—Principal Subsidiaries” on pages 130 to 136, “Explanation of Transition to IFRS” on pages 137 to 138,page 164, “Group Financial Record—IFRS”Record” on page 145, “Group Financial Record—US GAAP” on page 146172, and “Shareholder“Additional Information—Shareholder Information” on pages 147190 to 153195, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference. Following issuancedecision that the Toprol-XL™ patents are invalid and unenforceable (discussed under the heading “Financial Statements—Notes to the Financial Statements—Note 25—Commitments and contingent liabilities” on pages 123 to 124 of the Company’s “Annual Report andannual consolidated financial statements included in this Form 20-F Information 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006), AstraZeneca17, 2009, no significant change has been served with several putative class action complaints filed in the US District Court for the District of Delaware, and one such action filed in the US District Court for the District of Massachusetts, alleging that AstraZeneca monopolized the market for metoprolol succinate by filing patent litigation against KV, Andrx and Eon asserting invalid and unenforceable patents in violation of US anti-trust laws. The complaints include those by plaintiffs purporting to represent the class of distributors who purchased Toprol-XL™ directly from AstraZeneca at supra-competitive prices; those by plaintiffs purporting to represent the class of consumers who are indirect purchasers of Toprol-XL™ at allegedly supra-competitive prices; and those by plaintiffs purporting to represent the class of third party payers who paid supra-competitive prices for Toprol-XL™. AstraZeneca has appealed the underlying judgment that the patents are invalid and unenforceable to the US Court of Appeals for the Federal Circuit. AstraZeneca also denies the allegations of the anti-trust complaints and will vigorously defend them.occurred, except as otherwise disclosed herein.“Shareholder“Additional Information—Shareholder Information” on pages 147 and 148page 190 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.for shares listed on the London Stock Exchange (‘LSE’) the reported high and low middle market closingquotations are derived from The Daily Official List;for shares listed on the Stockholm Stock Exchange (‘SSE’) the high and low closing sales prices are asstated in the Official List;for American Depositary Shares (‘ADS’) listed on the New York Stock Exchange the reported high andlow sales are as reported by Dow Jones (ADR quotations).· for shares listed on the London Stock Exchange (LSE) the reported high and low middle market closing quotations are derived from The Daily Official List; · for shares listed on the Stockholm Stock Exchange (SSE) the high and low closing sales prices are as stated in the Official List; · for American Depositary Shares (ADS) listed on the New York Stock Exchange the reported high and low sales are as reported by Dow Jones (ADR quotations). AstraZeneca High Low High Low High Low 2009 – February 2,767 2,238 40.16 31.33 330.0 287.5 2009 – January 2,947 2,671 41.60 38.36 331.0 309.5 2008 – December 2,807 2,420 41.12 35.24 326.0 300.0 2008 – November 2,888 2,245 44.38 34.10 340.5 280.5 2008 – October 2,630 2,075 44.76 36.50 320.0 253.5 2008 – September 2,766 2,415 48.95 43.53 321.5 292.5 2008 2,888 1,748 49.85 34.10 340.5 211.5 2008 – Quarter 4 2,888 2,075 44.76 34.10 340.5 253.5 2008 – Quarter 3 2,766 2,130 49.85 43.42 321.5 255.5 2008 – Quarter 2 2,289 1,981 44.57 39.36 268.0 235.5 2008 – Quarter 1 2,345 1,748 45.70 35.50 296.5 211.5 2007 2,984 2,093 59.04 42.82 414.0 272.0 2007 – Quarter 4 2,589 2,093 52.47 42.82 343.5 272.0 2007 – Quarter 3 2,770 2,278 56.16 45.56 374.5 315.0 2007 – Quarter 2 2,953 2,567 59.04 51.00 401.0 354.5 2007 – Quarter 1 2,984 2,734 58.78 53.53 414.0 367.5 2006 3,529 2,574 66.37 45.12 484.0 352.5 2005 2,837 1,861 49.50 34.72 392.0 243.0 2004 2,749 1,863 50.85 35.88 374.0 237.5 Ordinary LSE ADS Ordinary SSE* High
(GB pence) Low
(GB pence) High
(US$) Low
(US$) High
(SEK) Low
(SEK)2005 – Quarter 3 2,668 2,311 49.10 40.68 370.5 319.0 – Quarter 4 2,837 2,485 49.50 44.43 392.0 349.0 2005 2,837 1,861 49.50 34.72 392.0 243.0 2004 2,749 1,863 50.85 35.88 374.0 237.5 2003 2,868 1,820 49.47 29.98 382.0 245.0 2002 3,625 1,799 52.04 28.00 541.0 255.0 2001 3,555 2,880 51.11 42.60 540.0 400.0 (1) Principally held in bearer form. * Principally held in bearer form.“Shareholder“Additional Information—Shareholder Information” on page 147190 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.159197 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Shareholder“Additional Information—Shareholder Information—Exchange controlsControls and other limitations affecting security holders”, “—Taxation for US residents”, “—UK and US income taxation of dividends”, “—TaxationOther Limitations Affecting Security Holders” on capital gains” and “—UK inheritance tax” on pages 150 to 151 of the Company’s“Annual Report and Form 20-F Information 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006 is incorporated herein by reference.E. Taxation The information set forth under the headings “Shareholder Information—Taxation for US residents”, “—UK and US income taxation of dividends”, “—Taxation on capital gains”, “—UK inheritance tax” and “—UK Stamp Duty reserve tax and stamp duty” on pages 150 to 151page 194 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Shareholder“Additional Information—Shareholder Information—Documents on display”Display” on page 150193 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Business Review—“Directors’ Report—Financial Review—Financial risk management policies”Risk Management” on pages 5041 to 51, “Business Review—42, and “Financial Statements—Note 15—Financial Review – Risk Management Objectives and Policies” and “—Note 16—Financial Instruments—Sensitivity analysis—31 December 2005” and “Business Review—Financial Review—Sensitivity analysis—31 December 2004”Analysis” on page 49pages 120 to 126, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.“Audit Committee’s Report”“Directors’ Report—Business Organisation and Corporate Governance—Operation of Board Committees—Audit Committee” on page 6990 (the last three paragraphs of the “Audit Committee” section only), “—Business Organisation and Corporate Governance—Principal UK and US Governance Requirements” on pages 91 to 92 (the third, fourth, fifth and sixth paragraphs of the “Principal UK and US Governance Requirements” section only) and “Financial Statements—Directors’ Responsibilities for, and Report on, Internal Control over Financial Reporting” on page 98, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to itsthis Form 20-F dated March 17, 2009 is incorporated by reference.6-K20-F Information 2008” included as exhibit 15.1 to this Form 20-F dated March 13, 200617, 2009, which is incorporated herein by reference.“Audit Committee’s Report”“Directors’ Report—Business Organisation and Corporate Governance—Operation of Board Committees—Audit Committee” on pages 89 and 90 and “—Board Committee Membership” (consisting of tabular data) on page 6888, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.6593 of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference.and the Finance Code of Conduct areis available at www.astrazeneca.com.headings “Audit Committee’s Report” on page 69 Financial Statement—heading “Financial Statements—Notes to the Financial Statements—Note 27—Statutory and other information”Other Information” on page 127163 and “Directors’ Report—Business Organisation and Corporate Governance—Operation of Board Committees—Audit Committee” on pages 89 and 90, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference. 0 - 0 $1.00bn 0 - 0 $1.00bn 0 - 0 $1.00bn Period (a) Total number of Shares (or units) purchased(1) (b) Average Price Paid per Share (or Units) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 0 - 0 $1.00bn 1,000,000 £20.95 1,000,000 $0.96bn 3,980,000 £21.21 3,980,000 $0.79bn 0 - 0 $0.79bn 3,265,640 £26.02 3,265,640 $0.63bn 5,153,042 £25.35 5,153,042 $0.40bn 199,258 £25.08 199,258 $0.39bn 0 - 0 $0.39bn 0 - 0 $0.39bn Total 13,597,940 £23.97 13,597,940 $0.39bn Period (a) Total number of
Shares (or units)
purchased(1) (b) Average Price
Paid per Share (or
Units) (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (d) Maximum
Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet
Be Purchased Under
the Plans or
Programs Month #1 Jan 1 - Jan 31 - - - $ 3.00 bn Month #2 Feb 1 - Feb 28 7,250,000 £ 20.84 7,250,000 $ 2.71 bn Month #3 Mar 1 - Mar 31 4,700,000 £ 21.47 4,700,000 $ 2.52 bn Month # 4 Apr 1 - Apr 30 - - - $ 2.52 bn Month #5 May 1 - May 31 7,050,000 £ 23.23 7,050,000 $ 2.22 bn Period (a) Total number of
Shares (or units)
purchased(1) (b) Average Price
Paid per Share (or
Units) (c) Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs (d) Maximum
Number (or
Approximate Dollar
Value) of Shares (or
Units) that May Yet
Be Purchased Under
the Plans or
Programs Month #6 Jun 1 - Jun 30 9,525,000 £22.85 9,525,000 $ 1.82 bn Month #7 Jul 1 - Jul 31 - - - $ 1.82 bn Month #8 Aug 1 - Aug 31 11,975,000 £ 25.75 11,975,000 $ 1.26 bn Month #9 Sep 1 - Sep 30 9,300,000 £ 26.33 9,300,000 $ 0.82 bn Month #10 Oct 1 - Oct 31 2,000,000 £ 24.78 2,000,000 $ 0.73 bn Month #11 Nov 1 - Nov 30 10,850,000 £ 25.96 10,850,000 $ 0.24 bn Month #12 Dec 1 - Dec 31 5,000,000 £ 27.16 5,000,000 $ 0.00 bn Total 67,650,000 £ 24.45 67,650,000 $ 0.00 bn (1)On January 29, 2004, the Company announced that the Board had approved a share repurchase program of up to $4 billion to be completed by December 31, 2005. Of this $4 billion, $1.8 billion was completed in 2005 (with the balance of $2.2 billion having been completed in 2004). On July 28, 2005, the Company indicated that the program would increase to a total of $3 billion for 2005. All of the shares included in the above table were repurchased pursuant to this publicly announced program.NYSE StandardsAstraZeneca Corporate Governance Practice 1. Under the NYSE Standards, the audit committee is to be directly responsible for the appointment, compensation, retention and oversight of a company’s external auditor, unless there is a conflicting requirement under the home country laws of the company. Under the Combined Code, a company’s external auditors are appointed by its shareholders. As a result, the Company’s audit committee is responsible for making recommendations to the Board of Directors, for the Board of Directors to propose to the Company’s shareholders in general meeting, in relation to the appointment, re-appointment, terms of compensation and removal of the external auditors. 2. Under the NYSE Standards, the nominating/corporate governance committee and compensation committee are to be composed entirely of independent directors. 3. Under the NYSE Standards, the Compensation Committee is to make recommendations to the Company’s Board of Directors with respect to non-CEO executive officer compensation and certain other compensation plans which are subject to Board approval. 4. Under the NYSE Standards, shareholders are entitled to vote on all equity compensation plans and material revisions thereto, with certain limited exemptions. Under the listing rules of the UK Listing Authority (the “UKLA Rules”), with which the Company complies, shareholder approval is required to be obtained by the Company for the adoption of equity compensation plans which are either long-term incentive schemes in which directors of the Company can participate or schemes which may involve the issue of new shares. Under the UKLA Rules, these plans may not be changed to the benefit of the plan participants unless shareholder approval is obtained (with certain minor exceptions, for example, to benefit the administration of the plan or to take account of tax benefits). The UKLA Rules in respect of shareholder approval regarding equity compensation plans, or any material revision thereto, may differ from the NYSE Standards. IFirm”Firm to the members of AstraZeneca PLC by KPMG Audit Plc” is incorporated in this section by reference. The information (including graphs and tabular data) set forth under the headings “Financial Statements” on pages 84100 to 128163 (including the information set forth under the subheading “Notes to the Financial Statements”), on pages 108 to 163) and “Principal Subsidiaries” on page 129, “Additional Information for US Investors” on pages 130 to 136, “Explanation of Transition to IFRS” on pages 137 to 138, “Group Financial Record—IFRS” on page 145, “Group Financial Record—US GAAP” on page 146 and “Shareholder Information” on pages 147 to 153164, in each case of the Company’s “Annual Report and Form 20-F Information 2005” furnished2008” included as an exhibit 15.1 to its Report onthis Form 6-K20-F dated March 13, 200617, 2009 is incorporated herein by reference. AstraZeneca continues to present certain items as exceptional under IFRS and disclose earnings per share both before and after these items. Items are regarded as exceptional when they are unusual and/or of a non-recurring nature. Such items are so identified when, in the opinion of the Directors, their separate classification is necessary in order for the reader to understand the results of the business fully. There were no such items in 2005.these accountsthe above-referenced financial statements does not constitute the company’s statutory accounts under the U.K. Companies Acts for the years ended December 31, December 2005, 20042008, 2007 or 2003.2006. Those accounts have been reported on by the company’s auditors; their reports were unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The accounts for 20042007 and 20032006 have been delivered to the registrar of companies and those for 20052008 will be delivered in due course.1.1 Memorandum and Articles of Association. *(1) 4.1 Master Restructuring Agreement dated as of June 19, 1998 between Astra AB, Merck & Co., Inc., Astra Merck Inc., Astra USA, Inc., KB USA, L.P., Astra Merck Enterprises, Inc., KBI Sub Inc., Merck Holdings, Inc. and Astra Pharmaceuticals, L.P. **(2) 4.2 Amendment to the Agreement for Service between AstraZeneca PLC and Mr. J.R. Symonds,Simon Lowth, dated February 4, 2003.**September 27, 2007.(3) 4.3 Amendment to the Agreement for Service between AstraZeneca PLC and Dr. H. Mogren, dated February 4, 2003.**4.4Agreement for Service between AstraZeneca PLC and John Patterson dated February 14, 2005 (effective as of January 1, 2005).(4) 4.54.4Agreement for Service between AstraZeneca PLC and David R. Brennan dated December 16, 2005 (effective as of January 1, 2006).(4) 4.5 Form of Deed of Indemnity for Directors.(5) 7.1 Statement explaining calculation of ratio of earnings to fixed charges. 8.1 List of subsidiaries. 12.1 Certification of David R. Brennan filed pursuant to 17 CFR 240.13a-14(a). 12.2 Certification of J.R. SymondsSimon Lowth filed pursuant to 17 CFR 240.13a-14(a).13.1 Certification of David R. Brennan and J.R. SymondsSimon Lowth furnished pursuant to 17CFR17 CFR 240.13a-14(b) and 18 U.S.C. 1350.15.1 Pursuant to Rule 12-b-23(a) of the Securities Exchange Act of 1934, as amended, the information incorporated into this Form 20-F by reference to the Company’s “AnnualAnnual Report and Form 20-FInformation 2005” furnished as an exhibit to its Report on Form 6-K dated March 13, 2006, is attached as an exhibit hereto.20-F Information.(6) 15.2 Report of Independent Registered Public Accounting Firm to the members of AstraZeneca PLC by KPMG Audit Plc. 15.3 Consent of KPMG Audit Plc, Independent Registered Public Accounting Firm.independent registered public accounting firm. 15.4 Consent of IMS Health. 15.5 Consent of Bureau Veritas HS&E Ltd. *(1)2005.2005 (File(2) **2003.2003 (File(3) (4) (5) (6) AstraZeneca PLC By: /s/ A C N Kemp By:Name:/s/ AdrianA C N Kemp Title: Name: Adrian C N KempAuthorised Signatory Title: Authorised Signatory23, 200617, 2009